SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CHEROKEE MINERALS AND OIL, INC.
(Name of Registrant as Specified in its Charter)
N/A
(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: N/A
2) Aggregate number of securities to which transaction applies:
N/A
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: N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: $0.
[ ] 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: $0.
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
<PAGE>
CHEROKEE MINERALS AND OIL, INC.
12222 South 1000 East, #1
Draper, Utah 84020
_________________________
PROXY STATEMENT
_______________
Regarding an Amendment to the Articles of Incorporation
Reflecting a Change of Name
_______________
Approximate date of Mailing of this Proxy Statement: December 26, 1998
<PAGE>
INTRODUCTION
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Cherokee Minerals and
Oil, Inc., a Nevada corporation (the "Company"), to stockholders in connection
with a resolution of the Board of Directors providing for an amendment to the
Articles of Incorporation changing the name of the Company to "Hydro-Maid
International, Inc." to be voted upon at a special meeting of the stockholders
of the Company (the "Meeting"). The Meeting is to be held at 12222 South 1000
East, #1, Draper, Utah, on January 15, 1999, at 2:00 o'clock p.m., Mountain
Standard Time. The accompanying Notice of Special Meeting of Stockholders,
this Proxy Statement and the enclosed Proxy are first being mailed to
stockholders on or about December 26, 1998.
This amendment is the only matter to be presented to the stockholders.
Section 78.390 of the Nevada Revised Statutes provides that every
amendment to the Articles of Incorporation of a corporation shall first be
adopted by the resolution of the Board of Directors and then be subject to the
approval of persons owning a majority of the securities entitled to vote on
any such amendment. See the caption "Amendment to the Articles of
Incorporation and Vote Required for Approval," herein.
The cost of preparing, printing and mailing each of these documents and
of the solicitation of proxies by the Company will be borne by the Company.
Solicitation will be made by mail and/or follow-up telephone calls. The
Company will request brokers, custodians, nominees and other like parties to
forward copies of proxy materials to beneficial owners of the Company's $0.001
par value common stock(the "Common Stock") and will reimburse such parties for
their reasonable and customary charges or expenses in this regard.
Record Date and Outstanding Shares.
- ----------------------------------
The Board of Directors has fixed December 15, 1998, as the record date
for the determination of holders of Common Stock entitled to notice of and to
vote at the Meeting. At the close of business on that date, there are or will
be 21,246,244 shares of Common Stock outstanding and entitled to vote.
Holders of Common Stock will be entitled to one vote per share in the approval
of the change of name.
PROXIES AND REVOCABILITY OF PROXIES
The enclosed Proxy is being solicited by the Board of Directors for use
at the Meeting and any adjournments thereof and will not be voted at any other
meeting. All proxies that are properly executed, received by the Company
prior to or at the Meeting and not properly revoked will be voted at the
Meeting or any adjournment thereof in accordance with the instructions given
therein.
Any Proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by:
Filing with the President of the Company, at or before the taking of the
vote at the Meeting, a written notice of revocation bearing a later date
than the date of the Proxy; (ii) duly executing a subsequent Proxy
relating to the same shares and delivering it to the President of the
Company before the Meeting; or (iii) attending the Meeting and voting in
person (although attendance at the Meeting will not in and of itself
constitute a revocation of a Proxy). Any written notice revoking a
Proxy should be sent to Cherokee Minerals and Oil, Inc., 12222 South
1000 East, #1, Draper, Utah 84020, Ronald L. LaFord, President, or hand
delivered to the President, at or before the taking of the vote at the
Meeting.
DISSENTERS' RIGHT OF APPRAISAL
The Nevada Revised Statutes does not provide for dissenter's rights of
appraisal in connection with a change of name of a Nevada corporation.
Accordingly, stockholders will not have appraisal rights with respect to the
proposed change of the Company's name.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendment to change the name of the Company or in
any action covered by the related resolutions adopted by the Board of
Directors, which is not shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
- -----------------
The securities that are entitled to vote at the Meeting consist of
21,246,244 shares of $0.001 par value Common Stock of the Company. Each share
of Common Stock is entitled to one vote. The number of outstanding shares of
Common Stock at the close of business on December 15, 1998, the record date
for determining stockholders entitled to notice of and to vote on the
amendment to the Company's Articles of Incorporation, are or will be
21,246,244, held by approximately 355 stockholders.
Security Ownership of Principal Holders and Management.
- ------------------------------------------------------
To the knowledge of management and based upon a review of the stock
ledger maintained by the Company's transfer agent and registrar, the following
table sets forth the beneficial ownership of persons who own more than five
percent of the Company's Common Stock as of the date hereof, and the share
holdings of management, to wit:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Culley W. Davis CEO and Chairman 7,000 .000291%
Ronald L. LaFord President -0- -0-
Mark S. Brewer Vice President 36,000 .0015%
Paul A. Kujanpas Vice President -0- -0-
of Manufacturing
John W. Nagel CFO -0- -0-
Bruce H. Haglund, Esq. Secretary and Director 72,000 .003%
All directors and executive 115,000 .00479%
officers as a group (6)
Culley W. Davis, Chief Executive Officer and Chairman of the Board
Mr. Davis was the founder of ESSI and since its inception in 1992 has
held various positions including, President, Secretary, Chief Financial
Officer, Treasurer, and Director. Mr. Davis currently holds the positions of
Chief Executive Officer and Chairman of the Board of ESSI. Since 1992, Mr.
Davis has also served as Chief Executive Officer and Chairman of the Board of
Dancor, Inc., the developer of Vitroseal (trademark), a patented coating
technology for the metal coating market. From 1989 until 1992 Mr. Davis was
President and Chief Executive Officer of Lubrication Research, Inc., a company
engaged in the development and marketing of technology used in the automobile
industry. During the period of 1984 until 1990, Mr. Davis founded and served
as President of Vencor International, Inc., a developer of form-fitted,
reusable, cloth diapers for medical and non-medical applications. From 1979
until 1984 Mr. Davis founded and operated Capital Diamond Corporation, a
diamond and jewelry wholesaling company.
In May 1996, Mr. Davis entered into a stipulation for judgment and
permanent injunction (the "Injunction") with the Department of Finance of the
State of Idaho (the "State") in connection with a complaint (the "Complaint")
filed by the State alleging that Mr. Davis violated provisions of the Idaho
Securities Act. In accordance with the Injunction, Mr. Davis paid a $50,000
fine to the state and was permanently enjoined from violating the Idaho
Securities Act, from offering or selling unregistered securities in Idaho, and
from transacting securities business in Idaho without applicable securities
licenses.
Ronald L. LaFord, President
Mr. LaFord has been serving as President and a member of the Board of
Directors of ESSI since September 1997. From March 1994 until September 1997,
Mr. LaFord served as Director of National Marketing and Advertising for Flying
J Corporation, a Utah based company engaged in the development and operation
of truck stops and service stations. From 1986 to 1994 he served in various
capacities for Citizens Utilities Company including, Director of
Administration and Supply, Managing Coordinator of Marketing and Sales and
Coordinator of Vehicle Procurement and Maintenance. From 1980 until 1985, Mr.
LaFord was a Senior Manager for Union Carbide Corporation. From 1974 until
1979 he was a Senior Consultant for General Telephone and Electronics (GTE).
Mr. LaFord received his A.A. degree in Civil Engineering and B.A. degree in
Marketing and Business Administration from Central Washington University. He
is a graduate of the General Telephone and Electronics School of Management.
Mark S. Brewer, Vice President
Mr. Brewer has been Vice President and a member of the Board of
Directors of ESSI since September 1997. He also serves as President of Search
International and Onkli Incorporated. Search International was founded by Mr.
Brewer in 1990 for the purpose of developing and marketing new products. He
founded Onkli Incorporated in 1991 for the purpose of creating and packaging
consumer houseware products. In 1979, Mr. Brewer joined Advertising
Professionals, a full service advertising agency which he acquired in 1989 and
operated until 1996.
Paul A. Kujanpaa, Vice President of Manufacturing
Mr. Kujanpaa has been Vice President of Manufacturing of ESSI since July
1998. From 1997 to 1998 he served as Senior Manager of Order Fulfillment and
Logistics for Haworth Inc. From 1994 until 1997 Mr. Kujanpaa was a Management
Consulting Manager for Grant Thornton LLP, the country's seventh largest
accounting and management consulting firm. During the period of 1991 to 1993
he held the position of Senior Management Consultant for Booz, Allen &
Hamilton, an international management consulting firm ranked among the top
five in the world. From 1989 until 1991, Mr. Kujanpaa worked as Management
Consultant for A.T. Kearney Incorporated, an international management
consulting firm based in Chicago, Illinois. During the period of 1988 to
1989, Mr. Kujanpaa was a partner of and Engineer Consultant for Metz and
Associates Incorporated, a manufacturing engineering consulting firm which was
sold to A.T. Kearney Incorporated in 1989. From 1986 to 1988 he held the
position of Manufacturing Engineering Consultant for Ingersoll Engineers
Incorporated of Rockford, Illinois. Mr. Kujanpaa received his B.S. in
Manufacturing Engineering from Brigham Young University.
John W. Nagel, Chief Financial Officer
Mr. Nagel joined ESSI as Chief Financial Officer and a member of the
Board of Directors in September 1998. From 1988 to August 1998, Mr. Nagel
served as Director of Finance for WVUE Television of New Orleans, Louisiana.
During the period of 1983 to 1988 he was operator and part owner of several
franchised ice cream parlors. From 1980 to 1983 Mr. Nagel held positions in
administration and management for The Nautilus Group, Inc., a poultry
incubation equipment manufacturer and portable electronic stage lighting
system manufacturer. From 1968 to 1980, Mr. Nagel worked for Arthur Anderson
& Co. in numerous capacities relating to consulting for the design and
implementation of computer-based management information systems. He served as
an officer in the U.S. Navy Supply Corps from 1962 to 1966. Mr. Nagel was
awarded his M.B.A. degree from Harvard University and his B.S. degree in
accounting from Ohio State University.
Bruce H. Haglund, Secretary and Director
Bruce H. Haglund has served as a Director and Secretary of ESSI since
September 1998. Mr. Haglund has practiced law in Orange County, California
since 1980. Since April 1994, Mr. Haglund has been a principal in the law
firm of Gibson, Haglund & Johnson. From February 1991 to April 1994, Mr.
Haglund was a principal in the law firm of Phillips, Haglund, Haddan &
Jeffers. From 1984 to February 1991, he was a partner in the law firm of
Gibson & Haglund. He is member of the Board of Directors of Santa Barbara
Restaurant Group, Inc. and the Secretary of Metalclad Corporation, public
companies whose stock is traded on the NASDAQ Small Cap Market. Mr. Haglund
is also the Secretary and a member of the Board of Directors of Aviation
Distributors, Inc. and Renaissance Golf Products, Inc., public companies whose
stock is traded on the OTC/BB. He is a graduate of the University of Utah
College of Law.
Contractual Arrangements Regarding Changes in Control.
- -----------------------------------------------------
Pursuant to an Agreement and Plan of Reorganization (the "Plan") dated
November 12, 1998, and deemed to have been closed as of December 11, 1998,
between the Company; Environmental Systems & Solutions, Inc., a Nevada
corporation ("ESSI"), and the stockholders of ESSI (sometimes collectively
called the "ESSI Stockholders"), the ESSI Stockholders became the controlling
stockholders of the Company in a transaction viewed as a reverse acquisition,
and the Company became a 91% majority-owned subsidiary of ESSI. The Plan was
treated as a recapitalization of the Company for accounting purposes.
Changes in Control Since the Beginning of the Last Fiscal Year.
- --------------------------------------------------------------
The Plan was adopted, ratified and approved by the Board of
Directors of the Company at a special meeting held on December 11, 1998.
The former principal stockholders of the Company and their percentage of
ownership of the outstanding voting securities of the Company prior to the
completion of the Plan were: Joe K. Johnson, former President and Director,
owned 2,118,000 shares of the Company (47.4%); Melinda Johnson, former
Secretary/Treasurer and Director (and wife of Joe K. Johnson), owned 947,340
shares of the Company (21.2%); and Chiricahua Company, owned 947,340 shares of
the Company (21.2%). Chiricahua Company is wholly-owned by David C. Merrell, a
former director and executive officer of the Company.
The source of the consideration used by ESSI and the ESSI Stockholders
to acquire their respective interests in the Company was the exchange of
100% of the outstanding Common Stock of ESSI pursuant to the Plan.
The basis of the "control" by the ESSI Stockholders is stock ownership.
For further information, see the 8-K Current Report of the Company dated
October 16, 1998; its 8-K-A1 Current Report dated October 16, 1998; and its
8-K-A2 Current Report dated October 16, 1998, all of which have been
previously filed with the Securities and Exchange Commission, and which are
incorporated herein by reference. These Reports, and other Reports of the
Company, may be reviewed on the Internet at www.sec.gov in the EDGAR Archives.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
The purpose of the amendment to change the name of the Company to
"Hydro-Maid International, Inc." is to give the Company a name that reflects
its present business operations as being conducted by the Company's
subsidiary, "ESSI."
Section 78.390 of the Nevada Revised Statutes provides that every
amendment to the Articles of Incorporation of a corporation shall first be
adopted by the resolution of the Board of Directors and then be subject to the
approval of persons owning a majority of the securities entitled to vote on
any such amendment.
Quorum and Voting.
- -----------------
In accordance with the Nevada Revised Statutes, an amendment must be
adopted by persons owning a majority of the outstanding voting securities;
accordingly, persons who own in excess of the majority of the outstanding
voting securities of the Company will be required to be present to constitute
a quorum, and persons owning in excess of a majority of the outstanding voting
securities of the Company will be required to vote in favor of the name change
or this proposal will not be adopted.
OTHER MATTERS
The Board of Directors of the Company is not aware of any business other
than the aforementioned matter that will be presented for consideration at the
Meeting. If other matters properly come before the Meeting, it is the
intention of the person named in the enclosed Proxy to vote thereon in
accordance with his best judgment.
TRANSFER OF STOCK CERTIFICATES
Subject to adoption of the amendment, on or after January 15, 1999,
stockholders may forward their stock certificates to Interwest Transfer
Company, 1981 Murray-Holladay Road, Salt Lake City, Utah 84117, Telephone
(801) 272-9294, together with $15 for each stock certificate requested to be
issued or transferred for new stock certificates bearing the new name of the
Company and its new Cusip Number. If stock certificates are being transferred
into the same name, no signature is required; if being transferred to a new
name, the stock certificate submitted must be signed and the signature must be
guaranteed by a "Medallion Member" bank or broker dealer. A stock power
similarly signed and guaranteed will also be acceptable.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO EXECUTE AND RETURN THE
ENCLOSED PROXY IN THE REPLY ENVELOPE PROVIDED.
By Order of the Board of Directors,
December 15, 1998 Ronald L. LaFord
Draper, Utah President and Director
<PAGE>
CHEROKEE MINERALS AND OIL, INC.
December 15, 1998
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
CHEROKEE MINERALS AND OIL, INC.
TO BE HELD JANUARY 15, 1999
TO ALL STOCKHOLDERS:
NOTICE is hereby given that a special meeting of the stockholders
of CHEROKEE MINERALS AND OIL, INC. has been called to be held on January 15,
1999, at 12222 South 1000 East, #1, Draper, Utah, at the hour of 2:00 o'clock
p.m., Mountain Standard Time, for the following purposes:
1. To amend the Company's Articles of Incorporation to change
its name to "Hydro-Maid International, Inc."
2. To conduct such other business as may properly come before
the meeting.
The Board of Directors of Cherokee Minerals and Oil, Inc. has set
5:00 o'clock p.m. on December 15, 1998, as the record date for the purpose of
determining the stockholders of the Company who shall be entitled to notice of
and to vote at the meeting.
Draper, Utah CHEROKEE MINERALS AND OIL, INC.
December 15, 1998 BY ORDER OF THE BOARD OF DIRECTORS
<PAGE>
PROXY
FOR A SPECIAL MEETING OF STOCKHOLDERS OF
CHEROKEE MINERALS AND OIL, INC.
TO BE HELD JANUARY 15, 1999
By completing and returning this Proxy to Cherokee Minerals and Oil, Inc.
(the "Company"), you will be designating Ronald L. LaFord, the President of
the Company, to vote all of your shares of the Company's Common Stock as
indicated below.
Please complete this Proxy by clearly marking the appropriate column(s),
filling out the stockholder information and dating below, and returning it to
the Company in the enclosed self-addressed, envelope.
Matters of business are as follows:
PROPOSAL 1 - CHANGE OF NAME: Shall the name of the Company be changed
to "Hydro-Maid International, Inc."?
YES NO ABSTAIN
___ ____ ____
The undersigned hereby acknowledges receipt of the Company's Proxy
Statement dated December 15, 1998, and expressly revokes any and all proxies
heretofore given or executed by the undersigned with respect to the shares of
stock represented in this Proxy. (Please sign exactly as your name appears on
your stock certificate(s)). Joint owners should both sign. If signing in a
representative capacity, give full titles and attach proof of authority unless
already on file with the Company.
Dated: ____________, 199__ _________________________________
Name of stockholder (Please print
legibly)
Number of shares: ____________ _________________________________
Signature
This Proxy is being solicited by the Board of Directors of the Company.
The proposal to be voted on is not related to or conditioned on the approval
of any other matter. You may revoke this Proxy at any time prior to the vote
thereon.
As of December 15, 1998, which is the record date for determining the
stockholders who are entitled to notice of and to vote at the Meeting, the
Board of Directors of the Company is not aware of any other matters to be
presented at the Meeting. If no direction is indicated on a Proxy that is
executed and returned to the Company, it will be voted "FOR" the change of
name of the Company. Unless indicated below, by completing and returning this
Proxy, the stockholder grants to Mr. LaFord the discretion to vote in
accordance with his best judgment on any other matters that may be presented
at the Meeting.
____ Withhold discretion to vote on any other matter presented at
the Meeting.
