SCHEDULE 14A INFORMATION
------------------------
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box: [ ] Confidential, for Use of
the Commission Only (as
[ ] Preliminary Proxy Statement permitted by Rule 14-a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MASON OIL COMPANY, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
<PAGE>
MASON OIL COMPANY, INC.
6337 Ravenwood Drive
Sarasota, Florida 34243
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held January 21, 1998
TO OUR SHAREHOLDERS:
The next Annual Meeting of Shareholders (the "Annual Meeting") of Mason
Oil Company, Inc., a Utah corporation (the "Company"), will be held at the
Sarasota Quay on the Bay, located at 216 Sarasota Quay, in the Waterside Room
Promenade Level, Sarasota, Florida on Wednesday, January 21, 1998, at 10:00
a.m., local time, for the following purposes:
1. To elect a Board of Directors, comprised of four persons, to serve
until the next Annual Meeting of Shareholders, or until their
respective successors shall be duly elected or appointed.
2. To approve the appointment of Ehrhardt Keefe Steiner & Hottman P.C. as
the independent accountants for the Company for the current fiscal
year.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record at the close of business on November 21, 1997 are
entitled to notice of and to vote at the meeting. In accordance with
Utah law, a list of the Company's shareholders entitled to vote at
the Annual Meeting will be available for examination by any shareholder at
the offices of the Company, 6337 Ravenwood Drive, Sarasota, Florida
34243, during ordinary business hours, for a period of at least ten days
prior to the Annual Meeting, and during the Annual Meeting.
The accompanying Proxy Statement contains information regarding the
matters to be considered at the meeting. For reasons outlined therein,
the Board of Directors recommends a vote "FOR" the matters being
voted upon.
All shareholders are cordially invited to attend the Annual Meeting in
person.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY DESIGNATION AND INSTRUCTION CARD ("PROXY")
AND RETURN IT TO THE COMPANY IN THE RETURN ENVELOPE PROVIDED.
BY ORDER OF THE BOARD OF DIRECTORS,
Paul B. Ingram, President
Sarasota, Florida
______________________________, 1997
<PAGE>
MASON OIL COMPANY, INC.
_____________________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 21, 1998
_____________________
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of Mason Oil Company,
Inc., a Utah corporation (the "Company"), in connection with the solicitation
of proxies by the Board of Directors of the Company for use at the Annual
Meeting of Shareholders of the Company, and any adjournments thereof (the
"Meeting"). The Meeting is scheduled to be held on Wednesday, January 21,
1998, at 10:00 a.m., local time, at the Sarasota Quay on the Bay, located at
216 Sarasota Quay on the corner of Fruitville Rd. and U.S. 41 (Tamiami Trail)
in Sarasota, Florida.
A Proxy Designation and Instruction Card ("Proxy Card") for the
shareholders' use in connection with the Annual Meeting is enclosed. The
shareholders must complete, sign and date the Proxy Card and to return it in
the envelope provided.
VOTING SECURITIES
The Board of Directors has established the close of business on November
21, 1997 as the record date (the "Record Date") to determine shareholders
entitled to notice of and to vote at the Meeting. At the close of business on
the Record Date, 10,890,504 shares of Common Stock were issued and
outstanding. The holders of record of the outstanding shares of Common Stock
on the Record Date entitled to vote at the Annual Meeting are entitled to cast
one vote per share on each matter submitted to a vote at the Annual Meeting.
The holders of a majority of the outstanding Common Stock, present in person
or by proxy, will constitute a quorum for the transaction of business at the
Meeting.
PROXIES
Shares of Common Stock which are entitled to be voted at the Annual
Meeting and which are represented by properly executed Proxies will be voted
in accordance with instructions indicated on such Proxies. If no instructions
are indicated, such shares will be voted "FOR" all of the proposals listed on
the notice of Annual Meeting, including the election of each of the Director
nominees named therein; and, in the discretion of the designated Proxy
holders, as to any other matters which may properly come before the Annual
Meeting.
ANY SHAREHOLDER SIGNING AND DELIVERING A PROXY HAS THE POWER TO REVOKE IT
AT ANY TIME BEFORE THE VOTE AT THE ANNUAL MEETING (A) BY NOTIFYING THE
SECRETARY OF THE COMPANY IN WRITING PRIOR TO THE SCHEDULED COMMENCEMENT DATE
FOR THE ANNUAL MEETING, (B) BY SIGNING AND DATING A LATER PROXY AND SUBMITTING
THE NEW PROXY IN TIME TO BE COUNTED AT THE ANNUAL MEETING, OR (C) BY ATTENDING
THE ANNUAL MEETING AND VOTING CONTRARY TO THE SUBMITTED PROXY AT THE TIME
VOTES ARE REQUESTED. ANY WRITTEN NOTICE REVOKING A PROXY SHOULD BE SENT TO
MASON OIL COMPANY, INC., 6337 RAVENWOOD DRIVE, SARASOTA, FLORIDA 34243,
ATTENTION: PAUL B. INGRAM.
If a shareholder wishes to designate someone other than the designated
persons named on the Proxy Card as his authorized agent to vote at the Annual
Meeting, you may do so by crossing out the names of the designated persons
printed on the Proxy Card and by writing in the name of another person or
persons (not more than two) to act as agent for the shareholder in voting the
shares held by such shareholder. Such a special designation signed by a
shareholder must be presented at the Annual Meeting by the person or persons
so designated on the Proxy Card.
The cost of preparing, assembling and mailing this Proxy Statement and
related materials will be borne by the Company. The solicitation of Proxies
by the directors is being made by mail. No additional compensation will be
given to employees or directors for such solicitation. Custodians of
securities held for shareholders of record (for example, banks, brokers, etc.)
may be paid their reasonable out-of-pocket expenses incurred in forwarding
Proxy Cards and this Proxy Statement to shareholders.
This Proxy Statement and the enclosed form of Proxy are being mailed to
shareholders of the Company beginning on November 24, 1997. Mailed together
with this Proxy Statement is a copy of this Company's Annual Report to
Shareholders for the year ended June 30, 1997. SHAREHOLDERS WHO DO NOT
RECEIVE A COPY OF THE 1997 ANNUAL REPORT WITH THIS PROXY STATEMENT, OR WHO
DESIRE EXTRA COPIES, SHOULD CONTACT THE COMPANY AT (941) 351-3102.
VOTES REQUIRED FOR ACTION TO BE TAKEN AT THE ANNUAL MEETING
A majority of the share votes entitled to be cast at the Annual Meeting
must be present in person or by Proxy for a quorum to exist at the Annual
Meeting. Abstentions and broker non-votes are counted "present" for purposes
of determining the presence or absence of a quorum for the transaction of
business.
In the election of directors, the four (4) nominees receiving the highest
number of votes cast in their favor will be elected as members of the Board of
Directors of the Company for the 1997-98 period, and until the 1998 Annual
Shareholders' Meeting. Accordingly, abstentions and broker non-votes will not
affect the outcome of the election of directors.
Approval of the appointment of Ehrhardt Keefe Steiner & Hottman PC as the
Company's independent accountants, to be adopted as an action of the
shareholders, requires that the votes cast in favor of the action exceed the
votes cast opposing the action. Accordingly, abstentions and broker non-votes
will be treated as abstentions, rather than as negative votes, and so will not
affect the outcome.
Holders of shares of Common Stock are entitled to one vote at the Annual
Meeting for each share of Common Stock held of record at the Record Date.
SHAREHOLDER PROPOSALS
If a shareholder intends to submit a proposal at the next Annual Meeting,
you may do so if such proposal is received by the Company, at its executive
offices, by August 30, 1998, or within a reasonable period of time prior to
the solicitation of proxies for such meeting. All such proposals should be
submitted to the Company by Certified United States Mail, with return receipt
requested.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth as of the Record Date (i) the name and address
of each person known by management to own beneficially more than five percent
(5%) of the Company's outstanding Common Stock, the number of shares
beneficially owned by each such shareholder and the percentage of outstanding
shares owned and (ii) the number and percentage of outstanding shares of
Common Stock beneficially owned by each of the Company's directors and each of
the five highest paid executive officers of the Company, individually
(excluding executive officers whose annual compensation is less than $100,000)
and by all directors and executive officers of the Company as a group. Unless
otherwise noted, the persons named below have sole voting and investment power
with respect to such shares.
<TABLE>
<CAPTION>
Percent
Beneficial Owners Number of Shares Beneficially Owned
- ------------------ ---------------- ------------------
<S> <C> <C>
Paul B. Ingram (Director and Officer) 3,700,000 33.97%
6337 Ravenwood Drive
Sarasota, FL 34243
John L. Naylor (Director and Officer) 3,700,000 33.97%
6337 Ravenwood Drive
Sarasota, FL 34243
Geoffrey J. Pickles (Director) 0 0%
Kardinea Road
Cliffton Gardens
2088 NSW, Australia
John K. Price (Director) 0 0%
104 Wynnwood
Ruston, Louisiana 71270
FAI Overseas Investments Pty. Ltd. 1,475,050 13.54%
77 Pacific Highway
North Sydney
2060 NSW, Australia
All Executive Officers and
Directors as a group
(4 persons) - Total 7,400,000 67.94%
</TABLE>
On or about September 12, 1996, Paul B. Ingram and John L. Naylor
acquired a total of 1,300,000 shares of the Company's Common Stock from Craig
Carpenter, in consideration for the payment to Mr. Carpenter of the sum of
$35,000. On or about October 14, 1996, Mr. Ingram and Mr. Naylor acquired a
total of 6,000,000 Shares of the Company's Common Stock in exchange for the
transfer of their one hundred percent (100%) equity interest in Hemley
Exploration Pty. Ltd. to the Company. On or about September 9, 1997, Mr.
Naylor and Mr. Ingram acquired an additional 100,000 shares of the Company's
Common Stock from Mr. Carpenter in consideration for the payment of the sum of
$25,000. Payments for the shares acquired were made from personal funds of
the purchasers. As a result of these transactions, Mr. Naylor and Mr. Ingram
hold shares representing a percentage interest in the Company as set forth in
the above chart.
DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES
The Company's directors and executive officers are as follows:
Paul B. Ingram, Age 66
President and Principal Executive Officer
Mr. Ingram has served as the President and a director of the Company since
September 13, 1996. Mr. Ingram was active as an independent oil and gas
producer until 1995.
John L. Naylor, Age 57
Secretary-Treasurer and Principal Accounting and Financial Officer
Mr. Naylor has served as the Secretary and Treasurer of the Company, and as a
member of its Board of Directors, since September 13, 1996. Mr. Naylor has
been active in the oil and gas business for the past 30 years both from a
technical and a business standpoint in Australia, Southeast Asia and the U.S.
John K. Price, Age 55
Mr. Price has served as a director of the Company since December 1996. Mr.
Price is a college professor at North West Louisiana University. Mr. Price
holds a PhD. degree in Political Science.
Geoffrey J. Pickles, Age 59
Mr. Pickles has served as a director of the Company since June 1, 1997. He is
a stock broker in the energy field in Sydney, NSW, Australia, with the firm of
Dicksons Limited. Mr. Pickles has had many years of experience in the
exploration and development of natural resources.
All directors serve until the next annual meeting of shareholders, and
until their successors are duly elected and qualified. None of the current
directors of the Company serves as a director of any other reporting company.
The Company has no employees other than its executive officers.
FAMILY RELATIONSHIPS
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
During the past five years, none of the directors or executive officers
of the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity
Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as otherwise set forth below, to the knowledge of management,
during the past two years, the Company was not involved in any transaction and
is not currently involved in any proposed transaction, in which the Company or
any of its subsidiaries was or is to be a party, in which any of its
directors, officers, nominees for election as directors, security holders or
immediate family member of any of the parties mentioned above, have a direct
or indirect material interest, other than transactions involving employment or
consulting relationships or other transactions where the amount involved did
not exceed $60,000 per year. John L. Naylor is employed by the Company for an
annual compensation of $75,000. Additionally, Hemley Exploration Pty. Ltd., a
wholly owned subsidiary of the Company, paid for John L. Naylor's rent and
living expenses for approximately one month when he moved from the Philippines
to Australia during the last fiscal year.
NO BOARD COMMITTEES
The Company has no standing audit, nominating or compensation committees
of the Board of Directors, or any other functioning committees taking any of
the responsibilities of the Board.
MEETINGS OF THE BOARD
The Board of Directors meets regularly during the year on an informal
basis, to review significant developments affecting the Company. Formal
meetings are held to act on matters requiring Board approval which are not
handled by written consent. The Board of Directors held ten (10) formal
meetings during the last fiscal year. All directors participated in all of
the meetings of the Board.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file certain reports
regarding ownership of and transactions in the Company's equity securities
with the Securities and Exchange Commission. Such officers, directors and
ten-percent shareholders are also required by SEC rules to furnish the Company
with copies of all Section 16(a) forms that they file.
Based solely upon its review of copies of such forms or "no filings
required letters" received by it, the Company believes that during the fiscal
year ended June 30, 1997, the following reports were not filed on a timely
basis, as referenced below:
<TABLE>
<CAPTION>
Name Late Report
---- ------------
<S> <C>
Paul B. Ingram Form 3, one report on Form 4
John L. Naylor Form 3, two reports on Form 4
Geoffrey J. Pickles Form 3
John K. Price Form 3
FAI Overseas Investments Form 3
Pty. Ltd.
</TABLE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is a Summary Compensation Table, showing the various
elements of compensation earned during the last completed fiscal year and
during the previous two years. No executive officer was compensated in the
amount of $100,000 or more during any of the last three years.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
Awards Payouts
Other
Name and Annual Restricted Underlying All Other
Principal Fiscal Compen- Stock Options/ LTIP Compensa-
Position Year Salary Bonus sation Award(s) SARs Payouts tion
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CEO
Paul B.
Ingram 1997 $48,000* 0 0 0 0 0 0
1996 0 0 0 0 0 0 0
1995 0 0 0 0 0 0 0
==== = = = = = = =
</TABLE>
*Compensation is earned and accrued at this rate, commencing from January
1, 1997, but payments have been deferred.
PROPOSALS FOR SHAREHOLDER ACTION
ITEM NUMBER ONE: ELECTION OF DIRECTORS
A Board of four directors is to be elected at the Meeting, to hold office
until the next Annual Meeting of Shareholders and until their respective
successors are duly elected and qualified. Unless otherwise instructed, the
proxy holders will vote all Proxies received by them FOR the election of the
four nominees named below, who are the nominees of the current Board of
Directors, and all of whom are currently serving as members of the Board.
Nominations for election as a director also will be accepted from the floor by
any shareholder at the Annual Meeting. While no formal procedure exists with
respect to nominations of directors outside of the Annual Meeting,
shareholders are free to write to the President of the Company with any
suggestions concerning nominations to the Board.
Individuals receiving the most votes will be elected. All nominees are
present members of the Board. ALL DULY SIGNED AND DELIVERED PROXIES WILL BE
VOTED FOR THE ELECTION OF ALL OF THE NOMINEES LISTED BELOW IN THE ABSENCE OF
CONTRARY DIRECTION. The directors know of no reason why any nominee listed
below may be unable to serve as a director. If any nominee is unable to
serve, the shares present at the Annual Meeting through proxies WILL BE VOTED
FOR the election of such other person(s) as the Board of Directors may
nominate at the Annual Meeting, or the current directors may take action to
reduce the number of Directors to be elected.
All of the nominees were elected to their present term of office by a
vote of the directors then in office, to fill vacancies then existing on the
Board.
Nominees
- --------
The four persons nominated by the Board for election as directors of the
Company are named below. More information about these individuals is set
forth above, under the caption "Directors, Executive Officers and Key
Employees:"
Paul B. Ingram, President of the Company
John L. Naylor, Secretary and Treasurer of the Company
John K. Price, College Professor
Geoffrey J. Pickles, Stock Broker
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL FOUR NOMINEES
ITEM NUMBER TWO: APPROVAL OF THE SELECTION OF AUDITORS
At the Annual Meeting, the Shareholders will be asked to approve the
Board's selection of Ehrhardt Keefe Steiner & Hottman PC as the independent
public accountants to audit the financial statements of the Company for the
current fiscal year. This firm has audited the financial statements of the
Company for the most recently completed fiscal year. The Company does not
anticipate that any representatives of Ehrhardt Keefe Steiner & Hottman PC
will be present at the meeting.
As previously reported, effective as of September 22, 1997, the firm of
Mantyla, McReynolds & Associates ("Mantyla") was dismissed as the Company's
principal independent accountants, and the firm of Ehrhardt Keefe Steiner &
Hottman PC was engaged by the Company to serve as the principal accountants.
The reports of Mantyla on the Company's financial statements for the two
fiscal years ended December 31, 1995 and December 31, 1994 did not contain an
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principles. The decision to change
accountants was approved by the Company's Board of Directors. There were no
disagreements with Mantyla, whether or not resolved, on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to Mantyla's satisfaction,
would have caused Mantyla to make reference to the subject matter of the
disagreement in connection with its report.
Unless a contrary choice is specified, Proxies received by the Company
pursuant to this solicitation will be voted FOR the appointment of Ehrhardt
Keefe Steiner & Hottman PC as the independent public accountants of the
Company for the current fiscal year.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF EHRHARDT
KEEFE STEINER & HOTTMAN PC AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR THE CURRENT FISCAL YEAR.
OTHER MATTERS
The Company's management knows of no other matters to be presented at the
Annual Meeting of Shareholders. If any other matter properly comes before the
Meeting, it is the intention of the persons named as proxies on the Proxy
Cards to vote all common shares represented by such Proxy Cards in accordance
with the directions of the present Board of Directors.
By Order of the Board of Directors
Paul B. Ingram, President
<PAGE>
APPENDIX
MASON OIL COMPANY, INC.
6337 Ravenwood Drive
Sarasota, Florida 34243
COMMON STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING TO BE HELD ON JANUARY 21, 1998
The undersigned appoints Paul B. Ingram and John L. Naylor, and each of
them, in the name, place and stead of the undersigned, and EACH OF THEM WITH
POWER OF SUBSTITUTION, to vote all shares of the Common Stock of Mason Oil
Company, Inc. (the "Company") that the undersigned may be entitled to vote at
the Annual Meeting of Stockholders of the Company to be held Wednesday,
January 21, 1998 at 10:00 a.m., local time, at Sarasota Quay on the Bay,
located at 216 Sarasota Quay, Sarasota, Florida 34230, on the proposals set
forth on the reverse side hereof and on such other matters as may properly
come before the meeting and any adjournment or postponement thereof.
The proxy holders will vote the shares represented by this proxy in the
manner indicated on the reverse side hereof. Unless a contrary direction is
indicated, the proxy holders will vote such shares "FOR" the proposals set
forth on the reverse side hereof. If any further matters properly come before
the Annual Meeting, it is the intention of the persons named above to vote
such proxies in accordance with their best judgment.
(continued and to be dated and signed
on the reverse side.)
Mason Oil Company, Inc.
6337 Ravenwood Drive
Sarasota, Florida 34243
-----------------------
The Board of Directors recommends a vote FOR the following proposals:
1. Election as directors of the Company until the next annual meeting and
until their successors are duly elected and qualified.
FOR all nominees WITHHOLD AUTHORITY *EXCEPTIONS
listed below to vote for all nominees listed below
[ ] [ ] [ ]
Nominees: Paul B. Ingram, John L. Naylor, Geoffrey J. Pickles, John
K. Price
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED BELOW.)
*Exceptions ___________________________________________
2. Appointment of Ehrhardt Keefe Steiner & Hottman P.C. as independent
accountants for the Company for the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To transact such other business as may
properly come before the Annual Meeting FOR AGAINST ABSTAIN
and any adjournments or postponements thereof. [ ] [ ] [ ]
CHANGE OF ADDRESS AND
OR COMMENTS MARK HERE [ ]
NOTE: Please sign exactly as name appears hereon. If a joint
account, each joint owner must sign. If signing for a corporation or
partnership or as agent, attorney or fiduciary, indicate the capacity in which
you are signing.
Date: 199__
Signature
Signature
(PLEASE SIGN, DATE AND RETURN THIS VOTES MUST BE INDICATED
PROXY IN THE ENCLOSED ENVELOPE.) [ ] IN BLACK OR BLUE INK.[ ]
