UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of earliest event reported): December 1, 2006
CABELTEL INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-08187 75-2399477
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(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File No.) Identification No.)
1755 Wittington Place, Suite 300
Dallas, Texas 75234
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 972-407-8400
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On December 1, 2006, CabelTel International Corporation, a Nevada
corporation ("GBR" or the "Registrant") entered into an Agreement of
Satisfaction of Indebtedness (the "Settlement Agreement") between GBR and
Gilley/Dry Limited Partnership, a Texas limited partnership ("GDLP"). Pursuant
to the Settlement Agreement, a Promissory Note dated November 6, 2002 in the
original stated principal amount of $2,225,000 payable to the order of Sylvia M.
Gilley (the "Gilley Note") originally issued by GBR plus accrued and unpaid
interest of $857,002 was canceled and returned to GBR. In exchange for the
cancellation of the Gilley Note, GBR transferred and assigned to GDLP:
o The entire beneficial interest in a Subordinate Housing
Revenue Bond issued by the Idaho Housing and Finance Association in the
stated principal amount of $830,000 issued February 21, 2002 with a
maturity date of March 20, 2037 bearing interest at 9.5% per annum (the
"Wedgewood Bond").
o An undivided 62.32212% beneficial interest in a California
Statewide Communities Development Authority Refunding Housing Revenue
Bond issued July 24, 2002 in the full principal amount of $2,406,850
with a stated maturity of August 20, 2037 bearing interest at 9.5% per
annum, up to a maximum of $1,500,000of principal (the "CSCD Bond").
o An undivided 10% Net Cash Flow (as defined) interest from
the operation of a residential center located in King City, Oregon.
The overall effect of the transaction from an accounting standpoint was to
provide an increase in the net equity of GBR of approximately $1,000,000 by an
addition of such amount to both income and retained earnings.
The parties in GDLP are the children and grandchildren of Sylvia M.
Gilley and James R. Gilley, deceased. James R. Gilley, deceased, was the Chief
Executive Officer of GBR prior to his death on December 30, 2002. The Gilley
Note was originally issued by GBR to Sylvia M. Gilley in redemption of the
Series C Preferred Stock of GBR.
Item 2.01. Completion of Acquisition or Disposition of Assets.
See Item 1.01 above for a description of the Settlement Agreement
pursuant to which GBR transferred to GDLP two long term bonds and a 10% net cash
flow interest from the operation of a residential center in Oregon in settlement
and cancellation of the Gilley Note described therein. The "person" to whom such
assets were transferred is GDLP, a Texas limited partnership, the partners of
which are the children and grandchildren of Sylvia M. Gilley and James R.
Gilley, deceased. James R. Gilley was the Chief Executive Officer of GBR prior
to his death on December 30, 2002. The formula or principal followed in
determining the amount of the consideration was through a negotiated settlement
resulting in a transfer of assets to be realized on a long term basis in
exchange for immediate cancellation and satisfaction of the Gilley Note.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly-caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly-authorized.
Dated: December 5, 2006 CABELTEL INTERNATIONAL CORPORATION
By: /s/ Gene S. Bertcher
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Gene S. Bertcher, President