UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement
Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement
OAK BROOK CAPITAL II, INC.
(Name of Registrant as specified in its charter)
Payment of Filing Fee (Check the Appropriate Box): N/A
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii) or 14c-5(g) and 0-11
[ ] Fee Computed on table below per Exchange Act Rules 14c-5(g) 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
4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
[ ] 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.
<PAGE> 2
PRELIMINARY COPY
OAK BROOK CAPITAL II, INC.
360 Thames Street
Newport, RI 02840
July 15, 1999
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend
a Special Meeting of Shareholders of Oak Brook Capital II, Inc. ("Oak
Brook") to be held at 9:00 a.m. local time on August 4, 1999, at 360
Thames Street, Newport, RI 02840.
The Special Meeting is being held for the purpose of finalizing and
voting upon a proposed amendment to the Company's Articles of
Incorporation to change the Company's name to "Americas Power
Partners, Inc." and to approve the Plan of Merger whereby a change in
control of Oak Brook will occur.
We are not asking you for a proxy in conjunction with this Special
Meeting, but you are urged to attend the meeting to assure that your
vote is counted.
Sincerely,
Gerard Werner
Vice President
OAK BROOK CAPITAL II, INC.
360 Thames Street
Newport, RI 02840
<PAGE> 3
NOTICE OF ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
August 4, 1999
_______________________________________________________________________________
To the Stockholders of OAK BROOK CAPITAL II, INC.
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned, being the Chairman of the Board of Directors of OAK BROOK CAPITAL
II, INC., provides that:
______________________________________________________________________________
Notice is hereby given that a special meeting of the stockholders of OAK BROOK
CAPITAL, II, INC. (hereinafter collectively referred to as "OAK BROOK" and/or
the "Corporation"), Colorado development stage corporation, will be held at
the Corporation headquarters, 360 Thames Street, Newport, Rhode Island, on
August 4, 1999, at 10:00 a.m., Eastern Daylight Time ("CDT").
______________________________________________________________________________
The purpose of the meeting is to consider and to act upon:
(i) a proposed name change from OAK BROOK CAPITAL II, INC. to "AMERICAS
POWER PARTNERS, INC." ("Name Change");
(ii) Plan of Merger (the "Merger"), pursuant to Section 7-111-101 through
7-111-108 of the Colorado Business Corporation Act ("CBCA"), whereby
AMERICAS POWER PARTNERS, INC. (hereinafter referred to as
"Disappearing Corporation" or "APP") will be merged into OAK BROOK
CAPITAL, II, INC.; and
Only stockholders of record at the close of business on July 15, 1999 (the
"Record Date"), will be entitled to notice of and to vote at the special
meeting. The stock transfer books of the Corporation will be closed as of said
Record Date until the effective date of the Merger, or until August 4, 1999,
whichever is the first to occur. As of the Record Date, the Corporation had
outstanding 1,228,000 shares of common stock entitled to one vote per share.
The affirmative vote of the holders of a majority of the Corporation's
outstanding common stock is required to approve the Name Change and Merger.
<PAGE> 4
Certain Officers, Directors and Affiliates of the Corporation own in excess of
50.00% of the outstanding common stock of the Corporation and have advised the
Corporation that they intend to vote in favor of the Name Change and Merger.
Consequently, the Name Change and Merger will be approved at the special
meeting of stockholders regardless of whether other stockholders vote in favor
of or against the proposed Name Change and Merger.
Provided any Oak Brook shareholder does not elect to accept an equity position
in APP, in lieu thereof, each holder of Oak Brook shares will be paid the fair
value thereof as determined by the Board of Directors.
The Board of Directors has determined the fair value of each share of capital
stock to be $.0038 per share. The determination of the per share fair value
was computed by reference to the book value of the capital stock of the
Corporation as of June 15, 1999.
Upon the approval of the name changes and Merger, the Corporation and APP will
immediately file appropriate Articles of Merger, in accordance with Colorado
and Delaware law, to effect the change in the issued and outstanding common
stock of Oak Brook. The Merger will become effective upon the filing of such
Articles. Upon the filing, and without any further action being required by
the Corporation or APP.
In order to obtain the fair market value payment for Oak Brook shares, a
stockholder must mail or deliver their intention as of the Record Date, and
being subject to Merger, to the following address:
Mark T. Thatcher, Chairman
Oak Brook Capital I, Inc.
360 Thames Street
Newport, RI 02840
The Board of Directors of the Corporation believe that the Merger will be in
the best interest of Oak Brook stockholders who will ultimately receive common
stock in APP.
Stockholders may be entitled to assert the above stated dissenter's rights
(fair market value of $.0038 per share) within ten (10) business days as a
result of this transaction as explained in Section 7-111 of the CBCA.
If there are any questions or any further information is required with respect
to the proposed Merger and the transactions contemplated thereby, please call
Mark T. Thatcher, Esq., special counsel to the Corporations at (401) 841-9444.
<PAGE> 5
By order of the Board of Directors,
/s/ Mark T. Thatcher
___________________________________
MARK T. THATCHER,
Chairman
DATED: July 15, 1999
OAK BROOK CAPITAL II, INC.
360 Thames Street
Newport, RI 02840
_________________
INFORMATION STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To be held August 4, 1999
_________________
GENERAL INFORMATION
This Information Statement is furnished in connection with a Special Meeting
of Shareholders called by the Board of Directors (the "Board") of Oak Brook
Capital II, Inc. ("Oak Brook"), to be held at 360 Thames Street, Newport,
Rhode Island, 02840, at 10:00 a.m. local time, and at any and all
postponements, continuations or adjournments thereof (collectively the
"Meeting"). This Information Statement and the accompanying Notice of Special
Meeting will be first mailed or given to Oak Brook's shareholders on or about
July 15, 1999.
All shares of Oak Brook's common stock ("Common Stock"), represented either in
person or by proxy will be eligible to be voted at the Meeting.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
<PAGE> 6
BACKGROUND INFORMATION
Oak Brook Capital II, Inc. (the "Company") was incorporated under the laws of
the State of Colorado on May 15, 1998. It was incorporated as a "blind pool"
or "blank check" company for the purpose of seeking to acquire one or more
properties or businesses. The Company elected to voluntarily file a registration
statement in order to become a reporting company under the Securities Exchange
Act of 1934, as amended (the "34 Act").
On August 2, 1999, the Company and certain of its shareholders, including its
principal shareholders, will enter into a Plan of Merger (the "Plan") with
Americas Power Partners, Inc., a Delaware corporation ("APP"). The Plan
contemplates a series of transactions which will result in a change of control
of the Company. The transactions include (i) completion of the issuance of
approximately 8,641,694 restricted shares of the Company's common stock (the
"Exchange Shares") to be exchanged for all of the issued and outstanding
common stock of APP; (ii) a one for one exchange of said 8,641,694 Exchange
Shares with 8,641,694 shares of APP common stock; and (iii) voluntary
surrender of approximately 805,200 shares by the officers and directors of the
Company.
In conjunction with execution of the Plan certain shareholders of the Company
will enter into Stock Purchase Agreements. Pursuant to these agreements, in
conjunction with closing under the Plan, certain non-affiliated persons
designated by APP will purchase approximately 805,200 shares of common stock,
for an aggregate purchase price of $100,000.
Following completion of the transactions contemplated by the Plan and the
Stock Purchase Agreements, APP will control the Company and the Company will
have a total of approximately 9,069,694 shares of common stock issued and
outstanding. Current shareholders of the Company will own approximately
428,000 shares, or approximately 4.7% of the issued and outstanding common
stock, and there will be a change in control of the Company. As a result of
the Plan, the current shareholders of APP will own approximately 9,069,694
shares, or approximately 95.3% of the issued and outstanding common stock of
the Company, and accordingly will be in a position of control.
In conjunction with completion of the transactions contemplated by the Plan,
the current directors and officers of the Company will resign, the out-going
directors will appoint successors designated by APP, and the new directors
will appoint new executive officers.
The Plan was approved by the Company's Board of Directors and will be approved
by the Company's shareholders prior to closing thereunder.
Following closing under the Plan, all of the Company's business activities are
expected to be conducted through APP. Although the Company expects to adopt
the assumed name of "Americas Power Partners, Inc." prior to closing, the Plan
requires the Company to take the steps necessary to amend its Articles of
Incorporation in order to formally change its corporate name to Americas Power
Partners, Inc.
<PAGE> 7
The Special Meeting of Shareholders to be held at 10:00 am on August 4, 1999,
at 360 Thames Street, Newport, Rhode Island 02840, has been called for the
sole purpose of voting upon an amendment to the Company's Articles of
Incorporation to change its name to APP, Inc.
Record Date
Shareholders of record at the close of business on July 15, 1999 (the "Record
Date") are entitled to notice of the meeting and to vote at the meeting. As
of the Record Date, 1,228,000 shares of the Company's Common Stock (the
"Common Stock") were issued and outstanding and entitled to vote at the
Special Meeting. No shares of Preferred Stock were issued and outstanding as
of the Record Date.
Voting
Each shareholder of record is entitled to one vote for each share of Common
Stock registered in his name. One-third of the outstanding common stock,
represented in person or by proxy at the Meeting, will constitute a quorum for
the transaction of all business.
Once a quorum is present, the proposal to amend the Company's Articles of
Incorporation will require the affirmative vote of a majority of the shares
represented at the meeting.
As of the record date for the Meeting, the sole officers and directors, held
voting power with respect to an aggregate of 1,105,200 shares (representing
approximately 90% of the issued and outstanding common stock). Each of these
individuals has advised the Company that he intends to vote, or to direct the
vote of his shares, in favor of the proposed amendment of the Company's
Articles of Incorporation. Accordingly, the Company has determined that there
is not need to solicit proxies for the Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers who approved adoption of the Plan and who
are serving the Company as of the record date are as follows:
<TABLE>
<CAPTION>
Name Age Positions Held and Tenure
<S> <C> <C>
Gerard Werner 28 Vice President and a Director
since May, 1998
<PAGE> 8
Name Age Positions Held and Tenure
<S> <C> <C>
Mark T. Thatcher 34 President and Director
since May, 1998
</TABLE>
There are no family relationships between any of the directors or officers of
the Company.
The Company has no standing audit, nominating or compensation committees of
the board of directors, or any committees performing similar functions.
The Company's board of directors has not held any formal meetings during the
fiscal year ending December 31, 1999.
DESIGNEES OF APP AS COMPANY DIRECTORS
The following table sets forth the name, age and position of each of the
persons expected to be designated by APP to be appointed to the Company's
Board of Directors and each of the persons expected to be appointed as an
executive officer of the Company following completion of the transactions
contemplated by the Plan:
<TABLE>
<CAPTION>
Name and Beneficially
Address Age Owned Shares
<S> <C> <C>
David Pequet 4.48%
105 E. First Street
Hinsdale, IL 60621
Mark Margason 4.48%
105 E. First Street
Hinsdale, IL
Theodore Bogard 4.48%
1030 Eulalia Road, NE
Atlanta, GA 30319
<PAGE> 9
OFFICERS
The names, titles and address of the persons who, upon the effective date of
the Plan, shall constitute the officers of Oak Brook, and who shall hold
office, subject to the By-Laws, until the first meeting of directors following
the next annual meeting of shareholders, are as follows:
Name Title Address
David Pequet Chairman of the Board 105 E. First Street, Suite 101
Hinsdale, IL 60521
Mark Margason Chief Executive Officer 105 E. First Street, Suite 101
Hinsdale, IL 60521
Thomas Smith President 222 West 3rd Street.
Hinsdale, IL 60521
Larry G. Cox Executive Vice President 4300 Bay Area Blvd., Suite 1731
Houston, TX 77058
Theodore Bogard Executive Vice President 1030 Eulalia Road, NE
Atlanta, GA 30319
</TABLE>
Biographical Information:
David Pequet, Engineering degree from Michigan State University 1974.
Co-founder of MPI Investment Management, Mr. Pequet began his career in the
securities industry in 1976. Mr. Pequet started the advisory firm, MPI
Investment Management in 1986. MPI manages over $100 million dollars of
pension fund moneys across the United States and overseas. During the past 11
years MPI has been nationally ranked several times for its superior investment
performance. Prior to starting MPI, he was a leading fixed income specialist
at Prudential Bache Securities. For the past three years he has directed
power project development for Americas Power Holdings and its subsidiary
companies. Mr. Pequet is also active in investment banking and sits on the
board of directors of several corporations. Mr. Pequet is Chairman of the
Board of Directors for Americas Power Partners.
Mark Margason, B.S.B.A. degree from the University 1977, MBA in finance from
the University of Denver 1979. Mr. Margason has a fifteen-year banking and
investment banking career in Chicago Illinois with American National Bank and
Trust Company of Chicago, Mellon Bank, and Citicorp North America leveraged
capital division. Mr. Margason has banking and operational management
experience in a broad range of energy industries. Mr. Margason has served on
the Board of Directors of an integrated natural gas resources company and
directed power plant developments for Americas Power Holdings. Mr. Margason
is CEO for Americas Power Partners.
<PAGE> 10
Thomas W. Smith, B.S.B.A. degree from Miami University in Oxford, Ohio. Mr.
Smith has over eighteen years experience in the development, project
management, construction, operation and maintenance of power projects
worldwide. He has obtained expert knowledge in equipment technologies for gas
turbines, steam turbines, hydro turbines, reciprocating engines and steam
systems. His project relations include fuel suppliers, engineering companies,
construction firms, equipment manufacturers, O&M organizations, utilities and
environmental agencies. Mr. Smith has served as Partner for Alternative
Energy Consultants, VP of Project Development for Polsky Energy Corporation,
VP of Sales and Marketing for U.S. Turbine Corporation (U.S.T.), National
Sales Manager for International Power Technology (I.P.T.) and in various
capacities for Westinghouse Electric Corporation. Mr. Smith is President of
Americas Power Partners.
Larry G. Cox, P.E., B.S. Degrees from United States Naval Academy 1960, ten
years in the nuclear submarine navy, eleven years in the Production Department
of Exxon Company, USA and fourteen years with Parsons Corporation as a
Principal Project Manager. Retired Captain in U.S. Navy Reserves.
Co-founder, President and four years with International Development
Engineering Associates, Inc. an international power development engineering
firm. Mr. Cox has 37 year of experience in business and project management.
Project management experience includes numerous oil and gas production,
transportation and processing projects on the Gulf Coast of Texas, the then
record depth Santa Ynex offshore production project in California, the $1.5
billion Arco/Exxon East-Side Prudhoe Bay, the $900 million Endicot offshore
Arctic production project and numerous refinery, environmental and
international power development projects. Operations and maintenance
management experience includes the then-largest 2 billion scf/d gas
compression horsepower Exxon Gas System and major US oil field with oil and
gas production, gas compression and power generation and distribution. Mr.
Cox is Executive Vice President of Engineering for Americas Power Partners.
Theodore Bogard, B.A. degree from Washington State University 1979, Business
Management and Marketing. Eight years logistics experience on Alaska pipeline
with Alyeska Trans Company and in Sudan Africa with Chevron Overseas Oil
Exploration Group. Four years experience as partner in commercial real estate
development company in Atlanta Georgia. Six years experience as partner of
high-temp alloy metals recycling company in southeast United States. Mr.
Bogard is Executive Vice President of Project Development and a founding
shareholder of Americas Power Partners.
<PAGE> 11
PRINCIPAL SHARE OWNERSHIP
The Record Date for purposes of determining the shareholders entitled to vote
at the Special Meeting was July 15, 1999. As of the Record Date, the Company
had a total of 1,228,000 shares of Common Stock issued and outstanding. After
giving effect to the 1 for 1 Exchange Shares, the proposed voluntary surrender
of shares, and the issuance of shares in the share exchange transaction, all
of which are contemplated by the Plan, the Company will have a total of
approximately 9069,694 shares issued and outstanding. The following table
sets forth, as of July 15, 1999, the number of shares of Common Stock
currently owned of record and beneficially by current executive
officers, directors, persons who hold 5% or more of the outstanding Common
Stock of the Company and by current officers and directors as a group after
giving effect to the Plan. The table also reflects the number of shares which
are expected to owned by such persons following completion of the all the
transactions contemplated by the Plan.
<TABLE>
<CAPTION>
Number of Shares Percent of
Owned Beneficially Class Owned
Name and After After
Address Current Reorg. Current Reorg.
<S> <C> <C> <C> <C>
Gerard Werner, Esq.<FN>
C/O Law Offices of
Mark T. Thatcher
360 Thames Street
Newport, RI 02840 552,600 150,000 45.00% 1.70%
Mark T. Thatcher<FN>
360 Thames Street
Newport, RI 02840 552,600 150,000 45.00% 1.70%
All directors and executive
officers as a group
(2 persons) 1,105,200 300,000 90.00% 3.30%
</TABLE>
<PAGE> 12
Change in Control
Upon closing under the Plan, APP shareholders will own 8,641,694 shares,
representing approximately 95.3% of the Company's issued and outstanding
Common Stock, and the current Oak Brook shareholders will own 428,000 shares,
or 4.7% of the Company's issued and outstanding Common Stock. As a result, a
change in control of the Company will have occurred.
[FN]The person listed is an officer, a director, or both, of the Company.
PROPOSAL ONE
AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors has unanimously approved, the recommends for
shareholder approval, the amendment of the Company's Articles of Incorporation
in order to change the Company's name to Americas Power Partners, Inc.
Approval of the amendment will not result in any other amendment or change to
the Company's Articles of Incorporation. The amendment is proposed in
conjunction with the anticipated closing under the Plan between the Company
and Americas Power Partners, Inc., a Delaware corporation. In the event the
Company does not close under the Plan, the Company will not adopt the proposed
amendment to its Articles of Incorporation.
PROPOSAL TWO
APPROVAL OF THE PLAN OF MERGER
The Board of Directors has unanimously approved, the recommends for
shareholder approval, a Plan of Merger (the "Merger"), pursuant to Section
7-111-101 through 7-111-108 of the Colorado Business Corporation Act ("CBCA"),
whereby APP, INC. will be merged into OAK BROOK CAPITAL, II, INC.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting.
<PAGE> 13
*******
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
Newport, Rhode Island
July 15, 1999
