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:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TRINITY ENERGY RESOURCES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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)(4) 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:
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on November 9, 2000
To the Shareholders of Trinity Energy Resources, Inc.:
The Annual Meeting of Shareholders of Trinity Energy Resources, Inc. (the
"Company"), a Nevada corporation, will be held at the Houston Marriott Westside,
13210 Katy Freeway, Houston, Texas 77079 on November 9, 2000 at 2:00 p.m for the
following purposes:
1. To elect the Board of Directors.
2. To approve and ratify the selection of Malone & Bailey, P.L.L.C. as our
independent auditors.
3. To transact such other business as may legally come before the meeting
or any adjournment thereof; although management was not aware on
October 13, 2000 of any other business to be considered.
Reference is made to the accompanying Proxy Statement for more complete
information concerning the foregoing matters. Only stockholders of record at
the close of business on October 3, 2000 are entitled to vote at the Annual
Meeting.
We look forward to seeing as many shareholders as possible at the meeting.
Whether or not you intend to be present, please mark, sign and date the enclosed
form of proxy and return it in the envelope provided.
By Order of the Board of Directors
/s/
JOHN W. MAHONEY
Secretary
Houston, Texas
October 13, 2000
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___________________________________
PROXY STATEMENT
___________________________________
This Proxy Statement is being furnished by the Management ("we" or "us") of
Trinity Energy Resources, Inc., a Nevada corporation ("Company"), 16420 Park Ten
Place, Suite 450, Houston, Texas 77084. We are soliciting proxies for use at
the Annual Meeting of Shareholders to be held at the Houston Marriott Westside,
13210 Katy Freeway, Houston, Texas 77079 on Thursday, November 9, 2000 at 2:00
p.m. C. S. T. and at any adjournments thereof.
As of the record date, October 3, 2000, there were 63,709,698 shares of
Common Stock issued and outstanding. Only stockholders on the record date are
entitled to notice of and to vote at the Annual Meeting and at any and all
adjournments of the meeting. Each share of Common Stock entitles the holder to
one vote per share. For information on voting, please see "How You Can Vote" at
the end of this Proxy Statement.
In order for us to have a quorum for the conduct of business at the
meeting, the holders of a majority of the shares entitled to vote at the meeting
must be present in person or represented by proxy. Each matter or director
nominee which is being voted on requires the affirmative vote of a majority of
the votes cast at the meeting. For purposes of determining the number of votes
cast with respect to a particular matter, only those cast "For" or "Against" are
included. Abstentions and broker non-votes are counted only for purposes of
determining whether a quorum is present at the meeting.
Our initial solicitation will be by mail. We have made arrangements for
brokerage firms and others to forward proxy materials to the beneficial owners
of the Company's Common Stock. Certain officers, executives and regular
employees of the Company (without additional compensation) may solicit proxies
by telephone, telegraph, mail or personal interviews. The Company hired Regan &
Associates, Inc. to assist in the distribution of proxy materials and
solicitation of votes. The estimated fee is $5,000.00 including expenses. The
total cost of the solicitation will be borne by the Company. In addition, the
Company will reimburse brokerage houses and other custodians, nominees and
fiduciaries for their reasonable out-of-pocket expenses in forwarding proxy and
solicitation materials to the shareholders.
Proxies will be voted in accordance with the instructions given on them.
If instructions are not given, proxies will be voted IN FAVOR of the proposals
being presented by the Board of Directors and IN THE DISCRETION of the proxy
holders on any other matter that may properly come before the meeting.
Any stockholder giving a proxy has the right to revoke his or her proxy at
any time prior to its exercise by executing a later dated proxy, by voting by
ballot at the meeting, or by giving written notice to the Secretary of the
Company. On the accompanying proxy, a stockholder may substitute the name of
another person in place of those persons presently named as proxies. In order
to vote, however, a substitute must present adequate identification to the
Secretary before the voting occurs.
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Your proxy card represents all shares registered to your account in the
same social security number and address. If you received more than one proxy
card, your shares are probably registered in more than one account. You should
vote each proxy card you receive. We encourage you to consolidate all your
accounts by registering them in the same name, social security number and
address.
On all matters, you are entitled to one vote per share.
The inspector(s) of election will count the vote. A representative of our
outside legal counsel, Bair & Welscher, will act as the inspector of the
election.
The Board of Directors recommends you vote "FOR" each of the nominees to
the Board of Directors and "FOR" the selection of our independent auditors.
Shareholder proposals due for the 2001 Annual Meeting must be in writing
and addressed to John W. Mahoney, Secretary, Trinity Energy Resources, Inc.,
16420 Park Ten Place, Suite 450, Houston, Texas 77084 and received by May 31,
2001.
This Proxy Statement and form of Proxy are first being sent to stockholders
on approximately October 13, 2000. Also included is the Company's Form 10-SB as
amended and filed with the Securities and Exchange Commission.
ELECTION OF DIRECTORS
PROPOSAL 1
At the Annual Meeting, five directors will be elected (constituting the
entire Board of Directors). Each director is to hold office until the next
Annual Meeting or until a successor is elected and qualified. The persons below
have been nominated by the Board of Directors. All nominees have consented to
be named and have indicated their intent to serve if elected. If any nominee
should become unavailable for election, your proxy may be voted for a substitute
nominee by the persons named in the proxy. The Board is not aware of any
circumstances likely to make any nominee unavailable for election.
The nominees for directors are: Dennis E. Hedke, James E. Gallien, Jr., A.
C. Teichgraeber, Bruce A. Reichert and Jacques Harry Grunitzky. Information
about the nominees is provided below (See "Management").
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS.
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RATIFICATION OF ELECTION OF INDEPENDENT ACCOUNTANTS
PROPOSAL 2
The Board of Directors has elected Malone & Bailey, P. L. L. C. as the
Company's independent accountants to serve until the 2001 Annual Meeting of
Shareholders. Malone & Bailey, P. L. L. C., has been the Company's independent
accountants for slightly less than one year and audited our financial statements
for the fiscal year ending December 31, 1999. Representatives of Malone &
Bailey, P. L. L. C. are expected to attended the Meeting and will have an
opportunity to make a statement, if they so desire, and to respond to
appropriate questions from those attending the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ELECTION
OF MALONE & BAILEY, P. L. L. C. AS INDEPENDENT ACCOUNTANTS.
PRINCIPAL STOCKHOLDERS
PRINCIPAL SHAREHOLDERS
-----------------------
The following table sets forth, as of October 13, 2000, information regarding
the beneficial ownership of shares of Common Stock by each person known by us to
own five percent or more of the outstanding shares of Common Stock, by each of
our Officers, by each of our Directors, and by our Officers and Directors as a
group.
NAME OF BENEFICIAL OWNER SHARES OF COMMON STOCK BENEFICIALLY OWNED
------------------------ -----------------------------------------
Dennis E. Hedke 95,000(1)(2)
Arthur C. Teichgraeber 875,000(2)
Bruce A. Reichert 65,000(2)
James E. Gallien, Jr. 0
Jacques Harry Grunitzky 0
John W. Mahoney 0
________________________
1 Mr. Hedke disclaims any beneficial interest in the shares owned by his father
(10,000 shares) or by his brothers (6,000 and 4,000 shares respectively) or his
two children (100 shares each).
2 Does not include options to purchase an additional 65,000 shares at $ .75 per
share, being issued for services as a director.
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS.
---------------------------------
Name Age Position
---- --- --------
Dennis E. Hedke 48 Acting President, CEO and Director
Arthur C. Teichgraeber 43 Director
Bruce A. Reichert 42 Director
John W. Mahoney 45 Vice-President, Secretary, General Counsel
James E. Gallien, Jr. 52 Executive Vice-President, CFO, Director
Jacques Harry Grunitzky 50 Director
The terms of office for the current members of the Board of Directors commenced
on October 24, 1999, upon their election at the Annual Shareholders' Meeting.
Their terms are for a period of one year or until their successors are duly
elected and qualified.
At present, the Board of Directors has an Executive Committee, Audit Committee,
Executive Compensation Committee and Strategic Planning Committee. The
Executive Committee consists of Messrs. Hedke, Gallien and Mahoney. The Audit
Committee consists of Messrs. Reichert (Chairman) and Gallien. The Executive
Compensation Committee consists of Messrs. Teichgraeber (Chairman) Reichert and
Hedke. The Strategic Planning Committee consists of Messrs. Teichgraeber and
Hedke.
Biographies for the directors and significant employees are:
DENNIS E. HEDKE had, since 1986 and prior to joining Trinity in September, 1999,
served as an oil and gas exploration consultant to a variety of firms engaged
in domestic and foreign exploration and development. He has had extensive
domestic assignments in the Mid-Continent, Rocky Mountains, Texas and Gulf
Coast. His international assignments have included projects in the Middle East,
the former Soviet Union, West Coast Africa, and Colombia, South America. His
responsibilities have covered deal structuring and negotiation, technical data
assessment, economic assessment and operations control. Mr. Hedke was graduated
in 1976, with a B.S. in Geophysics, from Kansas State University and then
received an M.S. in Materials Science from the University of Virginia in 1979.
A.C. TEICHGRAEBER received a degree in Production Management Engineering
Technology from Kansas State University in 1978. He is currently President &
CEO of Cooper Manufacturing. From 1997-1999, he served as President and Chief
Operating Officer of the Drilling Equipment Division of IRI International
Corporation, with responsibility for worldwide sales and manufacturing
activities. From 1989 to 1997 he was President and Chief Executive Officer of
Cardwell International, Ltd., in charge of purchasing technology and licenses to
manufacture the line of Cardwell drilling, workover and well servicing rigs.
<PAGE>
BRUCE A. REICHERT is a consultant and former Vice President of Engineering for
Input/Output, Inc., a manufacturer of equipment used in the seismic exploration
for oil and gas, where he was responsible for the development of new products
while improving existing products, since January, 1998. Before that he was an
Associate Professor of Mechanical Engineering at Kansas State University from
October, 1994 to January, 1998. From May, 1989 to October, 1994 Dr. Reichert
was a Research Engineer at the NASA Lewis Research Center. Dr. Reichert was
graduated from the U.S. Naval Academy in May, 1979 with a B.S. in Mechanical
Engineering. He also holds both a Masters Degree (1987) and a Ph.D. (1991) in
Mechanical Engineering from Iowa State University.
JOHN W. MAHONEY is a transactions and trial attorney who has practiced for
twenty years in Missouri and Texas. He was associated with the law firm of
Williams, Birnberg & Andersen LLP in Houston, Texas from January, 1996 until
July, 1999. Before that he was associated with the Houston law firm of
Hofheinz, Mahoney & Jones from 1993 to December, 1995. Mr. Mahoney is a 1976
graduate of Central Missouri State University and received his J.D. from the
College of Law of the University of Tulsa in May, 1979.
JAMES E. GALLIEN, JR. is our Executive Vice President and CFO, joining the
Company in September of 1999. He is currently employed by Clayton Biltmore, L.
L. C. He is a Certified Public Accountant and previously served as C.P.A. for
Audit Force, in Houston, Texas from January of 1999 through June of 1999. He
also served as C.P.A. for Carlton Staffing, in Houston, Texas from September
1998 through December of 1998. From 1980 through 1998, Mr. Gallien was the sole
proprietor of James E. Gallien, Jr., C.P.A. Mr. Gallien is a 1970 graduate of
Louisiana State University with a B.S. in Finance.
JACQUES HARRY GRUTNIZKY, a native of Togo, resides in Paris, France. He was
educated at L'Institut d'Etudes Administratives et Politiques in Nancy, France.
He earned a Masters Degree in economics and finance from the Sorbonne in 1978
and the equivalent of a Ph.D. from the Central West African Center for Training
and Banking in Dakar, Senegal in 1980. Mr. Grunitzky was affiliated with the
West African Development Bank from 1978-1987. During the past decade, he has
been involved in a number of industrial, commercial and construction ventures
in Africa and in France.
ATTENDANCE AND COMPENSATION
The Board of Directors holds one regular meeting each month. All directors
attended a minimum of 75% of the meetings.
We do not currently compensate our directors in cash and do not expect to
do so until we have sufficient working capital and cash flow.
On July 1, 1999 we entered into an Employment Agreement with Mr. Mahoney.
The term of the Agreement is for two years, the salary due is $10,000 per month,
there are fringe benefits including a $667.00 per month car allowance, a monthly
health insurance provision of $239 to cover a pre-existing policy, and Mr.
Mahoney received 999,000 stock options, each exercisable for a term of five
years after vesting to purchase one share of our Common Stock per option, which
vest and have exercise prices as follows:
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(i) one third after the first anniversary of employment at $ .25 per share;
and
(ii) one third after the second anniversary of employment at a price per
share of 30% under the average of the last five trading days prior to the
second anniversary; and
(iii) one third after the second anniversary of the confirmation of the
Plan of Reorganization at a price per share of 30% under the average of the
last five trading days prior to such second anniversary.
On September 1, 1999 we entered into an Employment Agreement with Mr.
Hedke. The term of the Agreement is for three years, the salary due is $10,000
per month, there is a $750 per month car allowance, and there is an agreement to
pay Mr. Hedke's relocation expenses from Kansas, including temporary storage of
his personal effects until he establishes a permanent residence. The total
amount paid for these expenses in 1999 was $9,691. There is a $300 per month
provision for medical benefits allowance, which has not been taken as of
10/03/00. Mr. Hedke received 1,000,000 stock options, each exercisable for a
term of five years after vesting to purchase one share of our Common Stock,
which vest and have exercise prices as follows:
(i) one third after the first anniversary of employment at $ .25 per share;
and
(ii) one third after the eighteen month anniversary of employment at a
price per share of 30% under the average of the last five trading days
prior to such anniversary; and
(iii) one third after the second anniversary of employment at a price per
share of 30% under the average of the last five trading days prior to such
second anniversary.
Also on September 1, 1999 we entered into an Employment Agreement with Mr.
Gallien. The term of the Agreement is for three years, the salary due is
$10,000 per month, there is a car allowance of $750 per month, and $300 per
month allowance for medical benefits, which has not been taken as of 10/03/00.
Mr.Gallien received 1,000,000 stock options, each exercisable for a term of five
years after vesting to purchase one share of our Common Stock, which vest and
have exercise prices as follows:
(i) one third after the first anniversary of employment at $ .25 per share;
and
(ii) one third after the eighteen month anniversary of employment at a
price per share of 30% under the average of the last five trading days
prior to such anniversary; and
(iii) one third after the second anniversary of employment at a price per
share of 30% under the average of the last five trading days prior to such
second anniversary.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Principal Car
Position at 10/03/00 Year Salary Bonus Allowance
Dennis E. Hedke 1999 $120,000 None $ 9,000
Executive Vice-President 2000 $96,000* None None*
(Interim President & CEO)
<PAGE>
James E. Gallien, Jr. 1999 $120,000 None $ 9,000
Executive Vice-President and 2000 $96,000* None None*
Chief Financial Officer
John W. Mahoney 1999 $120,000 None $ 8,004
Vice-President and General 2000 $96,000* None None*
Counsel
* Effective current rates as of April 1, 2000. Members of the Executive
Committee have all agreed to accrue 20% of their salary allotments and 100% of
Car Allowances until such time as the Company has confirmed capital funding
support currently being formulated. As of 06-01-00, Mr. Gallien received half
salary until 07-31-00 when he began to receive hourly compensation on an
as-needed basis. As of 08-15-00, Mr. Mahoney receives one-half salary.
A provision for a $250,000 death benefit for all above employees was included in
original contracts with these individuals. However, all have waived that
provision until the Company can afford such a policy.
No salaried compensation was provided for the above individuals prior to 1999.
ADDITIONAL INFORMATION
OTHER MATTERS
The Board of Directors does not intend to present at the meeting any
matters not discussed above and referred to in the form of Proxy. The Board of
Directors does not know of any other matter which might be presented at the
meeting. If any proposal not set forth in the Proxy Statement is properly
presented for action at the meeting, it is intended that the shares represented
by proxies will vote with respect to such matters in accordance with the
judgment of the persons voting them.
HOW YOU CAN VOTE
If your shares are in street name with your broker, you must vote through
your broker. Please follow your broker's instructions. You will receive a
proxy from the broker; please complete it promptly and return it to your broker
as instructed.
If you hold your shares in your own name, you may vote your shares in one
of the following ways: You may vote by dating and signing the enclosed proxy
ballot and returning it in the enclosed envelope OR you may vote by coming to
the meeting.
<PAGE>
By Order of the Board of Directors,
/s/
----------------------------------
John W. Mahoney, Secretary
Dated: October 13, 2000
Houston, Texas
<PAGE>
PROXY PROXY
TRINITY ENERGY RESOURCES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dennis E. Hedke, James E. Gallien, Jr. and
John W. Mahoney or each of them, as attorneys, agents and proxies (the
"Proxies"), each with full power of substitution to vote, as designated below,
all the shares of Common Stock of Trinity Energy Resources, Inc. held of record
by the undersigned on October 3, 2000, at the Annual Meeting of Shareholders of
Trinity Energy Resources, Inc. (the "Meeting") to be held at the Houston
Marriott Westside, 13210 Katy Freeway, Houston, Texas 77079, on November 9,
2000, at 2:00 p.m. or at any postponement or adjournment thereof.
1. PROPOSAL to elect as directors for a term of one year (term to expire
at the 2001 Annual Meeting)
FOR ( ) THE NOMINEES BELOW (except as marked to the contrary)
WITHHOLD AUTHORITY ( ) to vote for the nominees below
DENNIS E. HEDKE JAMES E. GALLIEN, JR. A. C. TEICHGRAEBER
BRUCE A. REICHERT JACQUES HARRY GRUNITZKY
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, DRAW A LINE
THROUGH THE NOMINEE'S NAME ABOVE.
2. PROPOSAL to ratify the election of Malone & Bailey, P. L. L. C. as
independent accountants to serve until the 2001 Annual Meeting.
FOR ( ) AGAINST ( ) ABSTAIN ( )
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: _______________________, 2000
<PAGE>
___________________________________
Signature
___________________________________
Signature (if held jointly)
Please sign exactly as name appears on this
Proxy. When shares are held by joint tenants,
both should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate name
by president or other authorized officer. If
a partnership, please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
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