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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
CABELTEL INTERNATIONAL CORPORATION
Common Stock, par value $0.01 per share
(Title of Class of Securities)
12681Y-10-6
R. Neil Crouch
1800 Valley View Lane, Suite 300
Dallas, Texas 75234
214-750-5800
214-361-0964 (Facsimile)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 5, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(b)(3)
or (4), check the following box o.
NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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| 1) |
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Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Basic Capital Management, Inc., FEI No. 75-2332719 |
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| 2) |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) |
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(b) |
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| 3) |
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SEC Use Only |
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| 4) |
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Source of Funds (See Instructions) WC/OO |
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| 5) |
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
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| 6) |
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Citizenship or Place of Organization Nevada |
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7) |
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Sole Voting Power -0- |
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| Number of |
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| Shares |
8) |
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Shared Voting Power -0- |
| Beneficially |
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| Owned by |
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| Each |
9) |
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Sole Dispositive Power -0- |
| Reporting |
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| Person |
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| With |
10) |
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Shared Dispositive Power -0- |
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| 11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person -0- |
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| 12) |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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| 13) |
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Percent of Class Represented by Amount in Row (11) -0-% |
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| 14) |
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Type of Reporting Person (See Instructions) CO |
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| 1) |
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Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
International Health Products, Inc., FEI No. 75-2302531 |
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| 2) |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) |
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(b) |
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| 3) |
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SEC Use Only |
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| 4) |
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Source of Funds (See Instructions) WC/OO |
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| 5) |
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
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| 6) |
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Citizenship or Place of Organization U.S. |
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7) |
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Sole Voting Power 9,970 |
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| Number of |
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| Shares |
8) |
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Shared Voting Power 9,970 |
| Beneficially |
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| Owned by |
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| Each |
9) |
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Sole Dispositive Power 9,970 |
| Reporting |
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| With |
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Shared Dispositive Power 9,970 |
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| 11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person 9,970 |
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| 12) |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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| 13) |
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Percent of Class Represented by Amount in Row (11) 1.01% |
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| 14) |
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Type of Reporting Person (See Instructions) CO |
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| 1) |
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Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
TacCo Financial, Inc., FEI No. 75-2442090 |
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| 2) |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) |
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(b) |
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| 3) |
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SEC Use Only |
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| 4) |
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Source of Funds (See Instructions) AF/OO |
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| 5) |
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
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| 6) |
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Citizenship or Place of Organization Nevada |
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7) |
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Sole Voting Power 228,726 |
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| Number of |
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| Shares |
8) |
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Shared Voting Power -0- |
| Beneficially |
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| Owned by |
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| Each |
9) |
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Sole Dispositive Power 228,726 |
| Reporting |
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| With |
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Shared Dispositive Power -0- |
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| 11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person 385,612 |
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| 12) |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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Percent of Class Represented by Amount in Row (11) 39.07% |
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| 14) |
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Type of Reporting Person (See Instructions) CO |
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| 1) |
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Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
JRG Investment Co., Inc., FEI No. 75-2383811 |
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| 2) |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) |
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(b) |
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| 3) |
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SEC Use Only |
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| 4) |
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Source of Funds (See Instructions) AF/OO |
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| 5) |
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
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| 6) |
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Citizenship or Place of Organization Nevada |
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7) |
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Sole Voting Power 156,886 |
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| Number of |
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| Shares |
8) |
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Shared Voting Power -0- |
| Beneficially |
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| Owned by |
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| Each |
9) |
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Sole Dispositive Power 156,886 |
| Reporting |
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Shared Dispositive Power -0- |
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| 11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person 156,886 |
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| 12) |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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| 13) |
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Percent of Class Represented by Amount in Row (11) 15.9% |
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| 14) |
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Type of Reporting Person (See Instructions) CO |
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| 1) |
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Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Gene E. Phillips |
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| 2) |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) |
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(b) |
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| 3) |
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SEC Use Only |
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| 4) |
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Source of Funds (See Instructions) WC/OO |
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| 5) |
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
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| 6) |
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Citizenship or Place of Organization U.S. |
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7) |
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Sole Voting Power -0- |
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| Number of |
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| Shares |
8) |
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Shared Voting Power -0- |
| Beneficially |
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| Owned by |
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| Each |
9) |
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Sole Dispositive Power -0- |
| Reporting |
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| With |
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Shared Dispositive Power -0- |
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| 11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person -0- |
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| 12) |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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| 13) |
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Percent of Class Represented by Amount in Row (11) 0.0% |
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| 14) |
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Type of Reporting Person (See Instructions) IN |
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| 1) |
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Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
Syntek West, Inc., FEI No. 75-1836450 |
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| 2) |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) |
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(b) |
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| 3) |
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SEC Use Only |
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| 4) |
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Source of Funds (See Instructions) WC |
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| 5) |
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
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| 6) |
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Citizenship or Place of Organization Nevada |
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7) |
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Sole Voting Power -0- |
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| Number of |
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| Shares |
8) |
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Shared Voting Power -0- |
| Beneficially |
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| Owned by |
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| Each |
9) |
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Sole Dispositive Power -0- |
| Reporting |
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| With |
10) |
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Shared Dispositive Power -0- |
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| 11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person -0- |
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| 12) |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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| 13) |
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Percent of Class Represented by Amount in Row (11) -0- |
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| 14) |
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Type of Reporting Person (See Instructions) CO |
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| 1) |
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Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only)
URC Energy LLC, FEI No. 20-5796583 |
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| 2) |
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) |
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(b) |
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| 3) |
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SEC Use Only |
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| 4) |
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Source of Funds (See Instructions) AF/OO |
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| 5) |
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
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| 6) |
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Citizenship or Place of Organization Nevada |
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7) |
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Sole Voting Power -0- |
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| Number of |
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| Shares |
8) |
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Shared Voting Power -0- |
| Beneficially |
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| Owned by |
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| Each |
9) |
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Sole Dispositive Power -0- |
| Reporting |
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| With |
10) |
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Shared Dispositive Power -0- |
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| 11) |
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Aggregate Amount Beneficially Owned by Each Reporting Person -0- |
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| 12) |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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| 13) |
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Percent of Class Represented by Amount in Row (11) -0- |
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Type of Reporting Person (See Instructions) OO |
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Item 1. Security and Issuer
This Amendment No. 10 to Statement on Schedule 13D (this “Amendment No. 10”) relates to shares
of Common Stock, par value $0.01 per share (the “Shares”) of CabelTel International Corporation, a
Nevada corporation (the “Company” or the “Issuer” or “GBR”), and amends the original Statement on
Schedule 13D as amended by Amendment Nos. 1 through 9 to Statement on Schedule 13D (collectively
the “Amended Statement”) filed by the “Reporting Persons” described below. The principal executive
offices of the Issuer are located at 1755 Wittington Place, Suite 340, Dallas, Texas 75234. The
CUSIP number of the Shares is 12681Y-10-6. The Shares are currently listed and traded on the
American Stock Exchange, Inc.
This Amendment No. 10 is being filed to add a matter under Item 6 below with respect to a
Securities Purchase Agreement dated October 19, 2007 among the Issuer and certain of the Reporting
Persons and others and the approval of same on November 5, 2007 by stockholders holding
approximately 58% of the voting power. See Item 6 below.
Item 2. Identity and Background
Item 2 of the Amended Statement is further amended by restating the first portion of such item
as follows:
(a)-(c) and (f). This Amendment No. 10 is being filed on behalf of Basic Capital Management,
Inc., a Nevada corporation (“BCM”), International Health Products, Inc., a Nevada corporation
(“IHPI”), TacCo Financial, Inc. (formerly Institutional Capital Corporation), a Nevada corporation
(“TFI”), JRG Investment Co., Inc., a Nevada corporation (“JRGIC”), which became a wholly-owned
subsidiary of TFI effective for tax and accounting purposes at July 31, 2004 [see Item 6 below],
and Gene E. Phillips, an individual. Although not yet a stockholder, the Amendment No. 10 adds URC
Energy LLC, a Nevada limited liability company (“URCELLC”) and its sole member Syntek West, Inc., a
Nevada corporation (“SWI”) 100% owned by Gene E. Phillips. All of BCM, IHPI, TFI, JRGIC, URCELLC,
SWI and Gene E. Phillips are collectively referred to as the “Reporting Persons.” The Reporting
Persons may be deemed to constitute a “Person” within the meaning of Section 13d of the Securities
Exchange Act of 1934, as amended. BCM is beneficially owned by a trust established for the benefit
of the children of Gene E. Phillips (the “May Trust”) who, although he is not an officer or
director of BCM, continues to have substantial contact with the management of BCM and has a
significant influence on matters as a representative of the May Trust. IHPI is owned by a separate
trust established for the benefit of the wife and children of Gene E. Phillips (the “Martin
Trust”). IHPI is managed by R Neil Crouch II who also manages other private entities owned by Mr.
Phillips or his family trusts. Mr. Crouch consults on a regular basis with Mr. Phillips regarding
investments in marketable securities by IHPI. In the past, IHPI has generally made such
investments with funds borrowed from BCM. TFI’s day-to-day operations are managed by the same
personnel who manage IHPI’s day-to-day operations and other private companies owned by Gene E.
Phillips or his family trusts. TFI has generally made such investments with funds borrowed from
BCM. Each of TFI and JRG has its principal executive offices located at 555 Republic Drive, Suite
490, Plano, Texas 75074. IHPI has its principal office at 1755 Wittington Place, Dallas, Texas
75234.
URCELLC’s sole and managing member is SWI which is 100% owned by Gene E. Phillips. The
directors and executive officers of SWI are Gene E. Phillips, Director, Chairman, President and
Chief Executive Officer and R. Neil Crouch II, Director, Vice President, Treasurer and
Secretary.
-1-
The principal executive offices are URCELLC, 1800 Valley View Lane, Suite 300, Dallas,
Texas 75234 and SWI, 1755 Wittington Place, Suite 340, Dallas, Texas 75234.
Item 5. Interest in Securities of the Issuer
(a) According to the latest information available as of November 5, 2007, the total number of
issued and outstanding Shares is believed to be 986,969 Shares, and the Reporting Persons own and
hold directly the following Shares as of June 1, 2006:
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No. of Shares |
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Approximate |
| Name |
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Owned Directly |
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Percent of Class |
BCM |
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-0- |
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0.00 |
% |
IHPI |
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9,970 |
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1.01 |
% |
TFI |
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228,726 |
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23.17 |
% |
JRGIC |
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156,886 |
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15.90 |
% |
Gene E. Phillips |
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-0- |
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0.00 |
% |
URCELLC |
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-0- |
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0.00 |
% |
SWI |
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-0- |
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0.00 |
% |
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395,582 |
|
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40.08 |
% |
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Pursuant to Rule 13d-3 under the Exchange Act, each of the directors of IHPI may be deemed to
beneficially own the Shares held directly by IHPI; each of the directors of TFI (and JRGIC) may be
deemed to beneficially own the Shares held directly by TFI and JRGIC; and each of the directors of
SWI may be deemed to beneficially own any Shares held by URCELLC and SWI. Those individuals and
the number of Shares deemed beneficially owned pursuant to Rule 13d-3 and the approximate percent
of class, as well as the relationship, are set forth in the following table as of November 5, 2007:
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| Name of Director or |
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No. of Shares |
|
Approximate |
| Manager |
|
Entity |
|
Beneficially Owned |
|
Percent of Class |
Ryan T. Phillips |
|
BCM |
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|
-0- |
|
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|
0.00 |
% |
Mickey Ned Phillips |
|
BCM |
|
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-0- |
|
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|
0.00 |
% |
R. Neil Crouch II |
|
IHPI, SWI and URCELLC |
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|
9,970 |
|
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|
1.01 |
% |
J.T. Tackett |
|
TFI and JRGIC |
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|
385,612 |
|
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|
39.07 |
% |
E. Wayne Starr |
|
TFI and JRGIC |
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|
385,612 |
|
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|
39.07 |
% |
Gene E. Phillips |
|
SWI and URCELLC |
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-0- |
|
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|
0.00 |
% |
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Total Shares beneficially owned by
Reporting
Persons and individuals listed
above: |
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395,582 |
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40.08 |
% |
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(b) Each of the directors of IHPI share voting and dispositive power over the 9,970 Shares
held directly by IHPI. Each of the directors of TFI share voting and dispositive power over the
228,726 Shares held directly by TFI. Each of the directors of JRGIC share voting and dispositive
power over the 156,886 Shares held by JRGIC.
-2-
(c) During the sixty calendar days ended November 5, 2007, except for the transactions
described in Item 6 below, the Reporting Persons and their executive officers and directors did not
engage in any transaction in the Shares or any other equity interest derivative thereof.
(d) No person other than the Reporting Persons or members of their respective Boards of
Directors is known to have the right to receive or the power to direct receipt of dividends from,
or the proceeds of sale of, the Shares of GBR held by any of the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer
Item 6 of the Amended Statement is hereby further amended by adding the following at the end
of current Item 6 in place of the last paragraph thereof.
The Issuer received and accepted a Subscription Agreement and Letter of Investment Intent from
URCELLC for the purchase of 950,000 shares of Common Stock, par value $0.01 per share of the Issuer
at a price of $3 per share (an aggregate of $2,850,000). In furtherance thereof, the Issuer and
URCELLC entered into a Securities Purchase Agreement dated October 19, 2007 (the “Purchase
Agreement”) covering the purchase by URCELLC of 950,000 of Common Stock of the Issuer at a price of
$3 per share subject to approval by the current stockholders of the Issuer in accordance with the
applicable requirements of Nevada law, the Securities and Exchange Commission and the American
Stock Exchange LLC, for a vote (or written consent by the requisite number) to approve the
transaction prior to the issuance of the shares of Common Stock which is subject to the listing
requirements of the American Stock Exchange. On November 5, 2007, the Issuer received written
consents in lieu of a meeting of stockholders from holders of an aggregate of 576,487 shares of
Common Stock (approximately 58%) ratifying and approving the issuance by the Issuer of 950,000
shares of Common Stock at a purchase price of $3 per share ($2,850,000) to URCELLC. The 950,000
shares to be issued to URCELLC will then comprise, when issued, approximately 49% of the issued and
outstanding Common Stock of the Issuer. The Issuer has prepared and will shortly be mailing to its
stockholders an Information Statement pursuant to Section 14(c) under the Securities Exchange Act
of 1934 (the “Exchange Act”). The transaction resulting in the issuance of the 950,000 shares of
Common Stock to URCELLC will not be consummated until at least 21 days after the date of mailing of
such Information Statement to the other stockholders of the Issuer. Until such time, no
certificates will be issued to URCELLC and no funds will be delivered by URCELLC to the Issuer in
payment therefore.
Except as set forth above, the Reporting Persons do not have any contracts, arrangements,
understandings or relationships, legal or otherwise, with any person with respect to any securities
of the Issuer, including but not limited to, transfer or voting of any of the securities, finders’
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions
of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
None.
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SIGNATURES
After reasonable inquiry and to the best of the respective knowledge or belief, the
undersigned certify that the information set forth in this Amendment No. 9 to Schedule 13D is true,
complete and correct.
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Dated: November 26, 2007 |
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| BASIC CAPITAL MANAGEMENT, INC. |
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INTERNATIONAL HEALTH PRODUCTS, INC. |
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By:
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/s/ Steven A. Abney
Steven A. Abney,
Executive Vice
President and Chief Financial
Officer
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By:
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/s/ R. Neil Crouch
R. Neil Crouch II, President and Treasurer
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| TACCO FINANCIAL, INC. |
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JRG INVESTMENT CO., INC. |
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By:
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/s/ R. Neil Crouch
R. Neil Crouch II,
Secretary
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By:
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/s/ R. Neil Crouch
R. Neil Crouch II, Vice President and
Secretary
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| URC ENERGY LLC |
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By:
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/s/ R. Neil Crouch
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/s/ Gene E. Phillips |
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R. Neil Crouch II, Vice President
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Gene E. Phillips |
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| SYNTEK WEST, INC. |
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By:
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/s/ R. Neil Crouch |
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R. Neil Crouch II, Vice President,
Secretary and Treasurer |
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