PASCAL VENTURES, INC.
6 Venture, Suite 207
Irvine, California 92618
COMMISSION FILE NUMBER 0-29356
DISCLOSURE STATEMENT
PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
Introduction
This Statement is being mailed on or about June 30, 1998 to holders of
record on June 15, 1998 of the shares of Common Stock, par value $.001 per share
(the "Common Stock") of Pascal Ventures, Inc., a Delaware corporation (the
"Company"). It is being furnished in connection with the change of the
Company's directors to be effected at a Board meeting to be held at the closing
of the transaction discussed below, to be held on or about July 13, 1998.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement (the "Agreement") between the Company
and Southern States Power Company, Inc., a Louisiana corporation ("Southern"),
the Company has agreed to acquire all of Southern's issued and outstanding
shares of common stock (collectively, the "Southern Stock") in exchange for an
aggregate of 8,205,000 "restricted" shares of the Company's Common Stock (the
"Transaction"). As of the date of this Disclosure Statement, there are 500,000
shares of the Company's Common Stock issued and outstanding. As part of the
terms of agreement between the Company and Southern, the Company will undertake
a forward split of its issued and outstanding common stock in order to establish
the number of common shares issued and outstanding at closing to be 2,000,000
shares. Accordingly, if all of the issued and outstanding shares of Southern
Stock are exchanged for the Company's Common Stock, the holders thereof will own
approximately 80% of the Company's 10,205,000 shares of Common Stock which would
then be issued and outstanding.
Upon consummation of the Transaction, the Company's current officers and
directors will resign and will be replaced by Directors and Officers selected by
Southern's management (see "Directors and Executive Officers and Related
Transactions").
Consummation of the Transaction will result in a change of control. If the
Transaction is not consummated, the Company's current officers and directors
will not resign and there will not be a change in control. The Company
anticipates, but cannot assure, that the Agreement will be executed on or about
July 13, 1998, with the closing to occur shortly thereafter.
Reason for Disclosure Statement
Because a majority of its directors is being changed otherwise than at a
meeting of stockholders, the Company is required pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, to provide
its stockholders and the Securities and Exchange Commission (the "Commission")
with certain information not less than ten days prior to the date on which the
change will take place, or such other time period as may be established by the
Commission. This Disclosure Statement is being filed with the Commission and
sent to stockholders in compliance with that Rule.
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Information Relating to the Company's Securities
As of the date of this report, there are outstanding 500,000 shares of the
Company's Common Stock. Each outstanding share of Common Stock entitles the
record holder thereof to one vote on all matters which are to be presented to
stockholders for their consideration. The Common Stock is the only issued and
outstanding stock of the Company.
Principal Stockholders
The following table sets forth as of the date of this report certain
information with respect to all those known by the Company to be record or
beneficial owners of more than 5% of its outstanding Common Stock, each Director
and all Directors and Officers as a group.
No. of Percentage
Name Shares Owned Ownership
Heber C. Bishop(1) 50,000 .48%
William Curtis Thurmon(1) 30,000 .29%
Robert B. Raines, Jr.(1) 20,000 .19%
Antoinette Fowler(1) 5,000 .04%
B.A.T. International 5,000,000 48.9%
Southern States Gas 1,150,000 11.2%
Gathering System, LLC
Southern States Oil 700,000 6.8%
Production, LLC
All Officers and 105,000 1.0%
Directors as a
Group (4 persons)
________________________
(1) Officer and/or director of the Company.
The following table sets forth as of the date hereof, certain information
with respect to all those known by the Company who, retroactively assuming
consummation of the Transaction, would be the record or beneficial owners of
more than 5% of its outstanding Common Stock, each newly-appointed director and
executive officer of the Company and all newly-appointed Directors as a group.
Except as indicated in the footnotes to the table, the listed stockholders hold
sole voting and investment power over their respective shares.
<TABLE>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ------------------------- ------------------ ---------------- -----------
<S> <C> <C> <C>
Heber C. Bishop President/Director 50,000 .48%
6283 Tall Oaks Lane
Salt Lake City, UT 84121
William Curtis Thurmon Director 30,000 .29%
5701 Lakefront
Shreveport, LA 71119
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Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ------------------------- ------------------ ---------------- -----------
Robert B. Raines, Jr. Director 20,000 .19%
3707 Truett
Shreveport, LA 71107
Antoinette Fowler Secretary/Treasurer 5,000 .04%
4440 Old Mooringsport Road
Shreveport, LA 71107
B.A.T. International, Inc. None 5,000,000 48.9%
3601 Empire Avenue
Burbank, CA 91505
Southern States Gas
Gathering System, LLC None 1,150,000 11.2%
830 Havens Road
Shreveport, LA 71101
Southern States Oil
Production, LLC None 700,000 6.8%
830 Havens Road
Shreveport, LA 71107
All Proposed Directors 105,000 1%
and Officers as a
Group (4 persons)
</TABLE>
Legal Proceedings
There are no legal proceedings to which any director, officer or affiliate
of the Company, any owner of record or beneficially of more than five percent of
the Company's Common Stock, or any associate of any of the foregoing, is a party
adverse to the Company or any of its subsidiaries or has a material interest
adverse to Company or any of its subsidiaries.
Directors and Executive Officers and Related Transactions
Directors and Executive Officers.
If and when the Transaction is consummated, the Company's current officers
and directors will resign and will be replaced, without stockholder action, by
the following Officers and Directors:
Name Age Position
Heber C. Bishop 73 President/Director
Antoinette Fowler 36 Secretary/Treasurer
William Curtis Thurmon 41 Director
Robert B. Raines, Jr. 39 Director
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Resumes:
Heber C. Bishop, has been President and Director of Southern States Power
Company, Inc. since its inception in 1998. Mr. Bishop has spent fifty-two years
selling and promoting heavy equipment and machinery relating to the generation
of electricity, including Skinner Steam Engines, Union Iron Works steam
generators and all supporting structural steel, ductwork and breaching relating
to central power generating equipment. His career includes the sales of high
pressure pumps, valves and control equipment relating to the power plant
industry. In August 1990, Mr. Bishop embarked on the development of a major
electric co-generation plant. As a result of this 2 1/2 year effort, a 90
megawatt power plant was built in Henderson, Nevada at a cost of $110,000,000.
The plant has been generating power for the past six years for delivery to the
local utility. This co-generation plant is reputed to be one of the best and
most successful plants of its kind in the United States. In addition to these
activities, Mr. Bishop serves as Vice President and Marketing Consultant to
Magna Energy Systems/Magna Group of Companies. Those entities deal with several
fields, including natural gas, housing development and development of a unique
burner to dispose of used auto and truck tires.
William Curtis Thurmon, has been a Director of Southern States Power Company,
Inc. since its inception in 1998. He received his B.S. in Petroleum Engineering
from Louisiana Tech University in 1980. After graduation, Mr. Thurmon joined
Amoco Production Company as an Engineer in Lafayette and New Orleans, Louisiana,
where his areas of expertise included management of daily operations, drilling
and development of oil fields and maximization of existing production. While
with Amoco, Mr. Thurmon achieved the classification of Petroleum Engineer-Senior
Grade. In 1984, Mr. Thurmon began a tenure with Southland Royalty Company in
Casper, Wyoming where he served as Operations Manager for the Northern Rockies
District. In 1986, Mr. Thurmon returned to Louisiana and started his own oil
and gas production company in the Caddo Pine Island Field near Shreveport.
There he assembled a package of over 1200 producing oil and gas wells. In time,
Mr. Thurmon acquired and operated a sixty-five mile gas gathering pipeline
complete with a refrigeration plant and a sales tape into a major national gas
pipeline. In 1998, Mr. Thurmon sold his business and joined Southern States
Power Company.
Robert B. Raines, Jr., has been a Director of Southern States Power Company,
Inc. since its inception in 1998. He received his B.S. in Geology from
Northeast Louisiana University in 1982. In 1983 he began a five-year tenure
with Monroe Well Service, Inc. in Shreveport, Louisiana where he served as Chief
Geologist and Operations Manager for over 1,700 oil and gas wells. He served in
the same capacity for Gemini Exploration, Inc. in Shreveport in 1989 before
taking a position with Consolidated Energy Investments, Inc. where he worked as
a Petroleum/Operations Geologist unit 1994. Thereafter, he joined ALTEC
Environmental Consultants, Inc. as an Environmental Geologist where he
specialized in solid and hazardous waste remediation, the remediation of soil
and groundwater at underground storage tank sites and environmental permit
processes.
Antoinette Fowler, has been Secretary/Treasurer of Southern States Power
Company, Inc. since its inception of 1998. She received her Fine Arts Degree
from Northwestern Michigan College in Traverse City, Michigan in 1981. In 1987
she joined the staff of the Crescent Hotel in Phoenix, Arizona as Special Events
Manager and On-Site Recycling Coordinator. From 1990 to 1997 Ms. Fowler owned
and managed East of Phoenix, a full-service laundry facility located in
Cedarville, Michigan. In 1998 she moved to Shreveport, Louisiana and joined
Southern States.
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Compensation
For the period since inception, no officer or director of Southern
received remuneration other than common stock valued at less than $10,000. No
annual salaries will be paid in the foreseeable future. There are no employment
agreements between Southern and its executive officers or directors.
In addition, Southern may award stock options to key employees, members of
management, directors and consultants under stock option programs as bonuses
based on performance. However, as of the date of this information statement, no
such plans have been adopted by the Company.
Standing Audit, Nominating and Compensation Committees.
The Board of Directors of the Company has no standing audit, nominating or
compensation committees.
Information Relating to Board of Directors Meetings.
The Company presently has three Directors. During the fiscal year ended
April 30, 1998, the Directors held three meetings of the Board of Directors.
Compensation of Directors and Executive Officers
The Company's officers and directors have not been paid a salary during the
fiscal year ended April 30, 1998. The Company maintains a policy whereby the
directors and executive officers of the Company may be reimbursed for out-of-
pocket expenses incurred in the performance of their duties. The Company did
not reimburse any director or officer for such expenses during the 1998 fiscal
year.
The Company has no bonus or incentive plans in effect, nor are there any
understandings in place concerning additional compensation to the Company's
officers or directors.
Dated: June 30, 1998.
PASCAL VENTURES, INC.
s/Bruce Crawford
Bruce Crawford, President
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