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OAK BROOK CAPITAL II, INC.
360 Thames Street
Newport, Rhode Island 02840
Information Statement
Pursuant To Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 Thereunder
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INTRODUCTION
This Information Statement is being mailed on or before August 2, 1999, to
holders of record on June 26, 1999, of shares of Common Stock ("Common Stock")
of Oak Brook Capital II, Inc., a Colorado corporation (the "Company"). This
Information Statement is being delivered to provide information regarding
anticipated changes in the membership of the Board of Directors of the
Company, and is provided for information purposes only. No action on your
part is sought or required.
On August 2, 1999, the Company will sign a Plan of Merger Agreement (the
"Plan") with Americas Power Partners, Inc., a Delaware corporation ("APP")
whereby APP shareholders will agree to receive one (1) share of newly issued
common stock of the Company (the "Shares") for every one (1) share of APP each
respective APP shareholder holds. The transaction with APP will be a private
placement transaction in reliance upon an exemption from registration under
the Securities Act of 1933.
The transaction will result in a change in control of the Company because
following its exchange of the Shares, APP shareholders will own approximately
95.3% of the issued and outstanding Common Stock of the Company.
APP is acquiring control of the Company in anticipation of operating as a
Section 12 fully reporting company, pursuant to the rules and regulations
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") APP
is an organization devoted to providing fully integrated environmental and
operational control systems that address critical issues facing livestock
growers. APP focuses attention on cost effective solutions to improve a
growers bottom line.
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The obligation of APP to consummate the Plan and accompanying transactions is
subject to the satisfaction of certain conditions. One such condition to the
obligations of APP is that Mark T. Thatcher and Gerard Werner resign their
positions as directors and officers of the Company at the time of closing
under the Plan after taking any and all steps necessary to appoint certain
persons designated by APP to become directors of the Company.
DESIGNEES OF APP
TO THE COMPANY'S BOARD OF DIRECTORS
The following table sets forth certain information with respect to the persons
designated by APP to be appointed to the Company's Board of Directors.
<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
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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.
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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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of June 26, 1999, information with respect
to the beneficial ownership of the Company's outstanding Common Stock by (i)
each director and executive officer of the Company, (ii) all directors and
executive officers of the Company as a group, and (iii) each shareholder who
was known by the Company to be the beneficial owner of more than 5% of
the Company's outstanding Common Stock. Except as otherwise indicated, the
persons or entities listed below have sole voting and investment power with
respect to all shares of Common Stock
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beneficially owned by them.
<TABLE>
<CAPTION>
Name and Address Number of Percent of
Shares Owned Class Owned
Beneficially
<S> <C> <C>
Gerard Werner, Esq.(1)
C/O Law Offices of
Mark T. Thatcher
360 Thames Street
Newport, RI 02840 552,600 45.00%
Mark T. Thatcher(1)
360 Thames Street
Newport, RI 02840 552,600 45.00%
All directors and executive
officers as a group (2 persons) 1,105,200 90.00%
</TABLE>
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. In addition,
any currently outstanding Class A and Class B Warrants will be canceled. As
a result, a change in control of the Company will have occurred.
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MANAGEMENT
The directors and executive officers currently serving the Company 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
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.
EXECUTIVE COMPENSATION
At inception of the Company, its Directors, Mark T. Thatcher and Gerard Werner
each received 552,500 shares of Common Stock valued at $0.0038 per share in
consideration of pre-incorporation services rendered to the Company related to
investigating and developing the Company's proposed business plan and capital
structure, and completion of the incorporation and organization of the
Company. No officer or director has received any other remuneration.
Although there is no current plan in existence, it is possible that the
Company will adopt a plan to pay or accrue compensation to its sole officers
and directors for services related to seeking business opportunities and
completing a merger or acquisition transaction. See "Certain Relationships
and Related Transactions." The Company has no stock option, retirement,
pension, or profit-sharing programs for the benefit of directors, officers or
other employees, but the Board of Directors may recommend adoption of one or
more such programs in the future.
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It is possible that, after the Company successfully consummates the Plan with
APP, that APP may desire to employ or retain one or more members of the
Company's management for the purposes of providing services to the surviving
entity, or otherwise provide other compensation to such persons. However, the
Company has adopted a policy whereby the offer of any post-transaction
remuneration to members of management will not be a consideration in the
Company's decision to undertake any proposed transaction. Each member of
management has agreed to disclose to the Company's Board of Directors any
discussions concerning possible compensation to be paid to them by any entity
which proposes to undertake a transaction with the Company and further, to
abstain from voting on such transaction. Therefore, as a practical matter, if
each member of the Company's Board of Directors is offered compensation in any
form from any prospective merger or acquisition candidate, the proposed
transaction will not be approved by the Company's Board of Directors as a
result of the inability of the Board to affirmatively approve such a
transaction.
No member of management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to consummate
the Plan outlined herein.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is no public market for OAK BROOK Common Stock. The OAK BROOK Common
Sock may be traded in the over-the-counter market in the near future,
however, there can be no assurance as to the price at which trading in OAK
BROOK Common Stock will occur.
With respect to financial and other information relating to OAK BROOK, Mark
T. Thatcher, P.C., whose address is 360 Thames Street, Newport, Rhode Island
02840 will file annual and periodic reports with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934. Copies of such
reports may be inspected by anyone without charge at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington D.C. 20549, and copies may be obtained from the Commission at
prescribed rates. In addition, OAK BROOK will provide without charge, upon
the request of any stockholder, a copy of its Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1998, to be filed with the Commission. Any
such requests should be directed to the President of OAK BROOK, address 360
Thames Street, Newport, RI 02840.
No officer, director, promoter, or affiliate of the Company has or proposes to
have any direct or indirect material interest in any asset proposed to be
acquired by the Company through security holdings, contracts, options, or
otherwise.
The Company maintains a mailing address at the office of its legal counsel,
but otherwise does not maintain an office. As a result, it pays no rent and
incurs no expenses for maintenance of an office
and does not anticipate paying rent or incurring office expenses in the
future.
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THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
July 15, 1999
