<PAGE>
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
[ ] 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 Sec.240.14a-11(c) or Sec.240.14a-12
WYOMING OIL & MINERALS, INC.
(Name of Registrant as Specified In Its Charter)
(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:
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:
<PAGE>
WYOMING OIL & MINERALS, INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
February 2, 2000
To the Shareholders of WYOMING OIL & MINERALS, INC.:
An Annual and Special Meeting of the Shareholders (the "Meeting") of
Wyoming Oil & Minerals, Inc., a Wyoming corporation (the "Company"), will be
held at 9:00 a.m. local time on Wednesday, February 2, 2000 at the Hitching
Post Inn, 1700 West Lincolnway, Cheyenne, Wyoming, for the following purposes:
1. To elect five directors of the Company to serve on the Board of
Directors until the next Annual Meeting of Shareholders and until their
successors are duly elected and qualified;
2. To consider and vote upon a proposal to amend the Company's
Articles of Incorporation so as to effectuate a reverse split of the Common
Shares of the Company on a one for one hundred basis;
3. To consider and vote upon a proposal to amend the Company's
Articles of Incorporation so as to authorize two million (2,000,000) shares of
"blank check" preferred stock; and
4. To conduct such other business as may properly come before the
meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on December 20,
1999 as the record date for determining the stockholders entitled to notice of
and to vote at the Meeting and any adjournment or postponement thereof. The
presence in person or by proxy of the holders of a majority of the
outstanding shares of the Common Stock of the Company is required to
constitute a quorum for the transaction of business.
Shareholders are cordially invited to attend the Meeting in person.
Those who will not attend and who wish their stock voted are requested to
sign, date and mail promptly the enclosed Proxy (the "Proxy"), for which a
return envelope is provided.
By Order of the Board of Directors,
Casper, Wyoming
December 27, 1999 Jess A. Tolerton, Secretary
TO ENSURE YOUR REPRESENTATION, PLEASE SIGN, DATE AND RETURN THE ENCLOSED
PROXY AS PROMPTLY AS POSSIBLE REGARDLESS OF WHETHER YOU INTEND TO BE PRESENT
AT THE MEETING.
<PAGE>
WYOMING OIL & MINERALS, INC.
330 South Center, Suite 419
Casper, WY 82601
Telephone (307) 234-9638
PROXY STATEMENT AND
INFORMATION CIRCULAR
FOR
ANNUAL AND SPECIAL MEETING OF STOCKHOLDERS
To Be Held February 2, 2000
STOCKHOLDERS ENTITLED TO VOTE
Holders of record of the common stock, $.01 par value per share (the
"Common Shares") of the Company at the close of business on December 20, 1999,
will be entitled to vote at the Meeting to be held at the Hitching Post Inn,
1700 West Lincolnway, Cheyenne, Wyoming at 9:00 a.m. local time on February 2,
2000. Each holder of Common Shares will have one vote per share.
SOLICITATION AND REVOCATION OF PROXIES
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY IN CONNECTION WITH THE MEETING. The principal executive office
of the Company is located at 330 South Center, Suite 419, Casper, Wyoming
82601. The Proxy Statement and proxy card are first being sent to
stockholders on or about December 27, 1999.
Shareholders are requested to complete, sign, date and promptly return
the proxy card in the enclosed envelope. The persons named as proxies are the
current directors and officers of the Company. The Common Shares represented
by properly executed proxies received by the Company will be voted in
accordance therewith, or if no direction is indicated thereon, in favor of the
nominees for Director; in favor of the 1-for-100 reverse split; in favor of
the authorization by amendment to the Certificate of Incorporation of
2,000,000 shares of "blank check" preferred stock; and as recommended by the
Board of Directors with regard to any other matters, or if no recommendation
is given, in the discretion of the named proxies. The Proxy may be revoked by
the stockholder at any time prior to the exercise thereof by instrument in
writing executed in the same manner as a proxy and delivered to the Secretary
of the Company, at any time up to and including the last business day
preceding the day of the Meeting, or any adjournment thereof, at which the
proxy is to be used, or with the Chairman of the Meeting on the day of such
Meeting or any adjournment thereof, and thereupon the proxy is revoked. A
shareholder attending the Meeting has the right to vote in person and, if he
does so, his proxy is nullified with respect to the matters such person votes
upon and any subsequent matters thereafter to be voted upon at the Meeting or
any adjournment thereof.
The proxy confers discretionary authority upon the persons named therein
with respect to other matters which may properly come before the Meeting. At
<PAGE>
the time of printing of this Proxy Statement, management of the Company knows
of no such other matters to come before the Meeting.
All costs of this Proxy Statement and the Proxy and the cost of
soliciting Proxies relating to the Meeting will be borne by the Company. It
is anticipated that the solicitation of Proxies for the Meeting will be made
only by use of the mails; however, the Company may use the services of its
directors, officers and employees to solicit Proxies personally or by
telephone, without additional salary or compensation to them. Brokerage
houses, custodians, nominees, and fiduciaries will be requested to forward the
Proxy soliciting materials to the beneficial owners of the Company's shares
held of record for such persons, and the Company will reimburse such persons
for their reasonable out-of-pocket expenses incurred by them in connection
therewith. Total expenses of the solicitation are estimated to be nominal.
The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1999 is being furnished to all stockholders herewith.
<PAGE>
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The close of business on December 20, 1999 has been fixed by the Board of
Directors as the record date for determination of stockholders entitled to
vote at the Meeting. The number of Common Shares outstanding at the close of
business on December 20, 1999 was 24,650,000 shares; thus the total number of
votes to which the holders of Common Shares are entitled is 24,650,000. The
holders of record of the Company's Common Shares as of December 20, 1999 are
entitled to vote at the meeting.
The voting securities of the Company consist of Common Shares, each
share of which entitles its owner to one vote on each matter to be voted upon
at the Meeting. The election of directors is by plurality vote; all other
matters to be voted upon at the Meeting require a majority of the votes cast
to be approved.
Holders of common stock have cumulative voting rights with respect to
the election of directors. Each such holder has the right to vote, in person
or by proxy, the number of shares owned by him for as many persons as there
are Directors to be elected (which is five); or, in the alternative, a holder
may cumulate his votes by multiplying the number of votes which he is entitled
to cast by the number of directors for whom he is entitled to vote (five), and
cast the product for a single nominee or distribute the product among two or
more nominees.
Shares otherwise entitled to vote cumulatively at the Annual Meeting may
not be voted cumulatively at the Annual Meeting unless at least one holder of
Common Stock gives notice to the Company not less than 48 hours before the
time set for the Annual Meeting of his intent to cumulate his votes during the
Annual Meeting.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of December 20, 1999, certain
information as to the Common Shares of the Company beneficially owned by (i)
each person known by the Company to own more than 5% of the Company's Common
Shares, (ii) each director and nominee for director of the Company, (iii) each
of the named executive officers; and (iv) all officers and directors as a
group.
Name and Address of Amount and Nature Percent of
Beneficial Owner of Beneficial Ownership Common Stock Owned
Jack C. Bradley, Jr.
President and Director
Wyoming Oil & Minerals, Inc.
P.O. Box 3560
Casper, WY 82602 2,135,500 (1) 8.7 %
Jess A. Tolerton
Treasurer, Secretary, Director
Wyoming Oil & Minerals, Inc.
330 South Center, Suite 419
Casper, WY 82602 650,000 (2) 2.6 %
Michael D. Herman
(Nominee for Director)
330 South Center, Suite 419
Casper, WY 82602 7,400,000 (2) 30.0 %
The Hawkes Company Limited
Partnership
P.O. Box 2493
Casper, WY 82601 1,760,000 (2) 7.1 %
Gerard Laheney
(Nominee for Director)
330 South Center, Suite 419
Casper, WY 82602 0 0
Frederick L. Joutz
(Nominee for Director)
330 South Center, Suite 419
Casper, WY 82602 0 0
Raymond Mason
(Nominee for Director)
330 South Center, Suite 419
Casper, WY 82602 0 0
All directors and officers
as a group 2,785,500 11.3 %
(1) Includes 2,085,500 shares directly owned and 50,000 shares owned by Manx
Oil Corporation, of which Mr. Bradley is the president, a director, and owner
of a majority of outstanding common shares.
(2) Directly owned.
<PAGE>
CHANGES IN CONTROL
On October 29, 1999, the Company entered into a Stock Purchase and
Restructuring Agreement with Michael D. Herman. As of the date of the
Agreement, the bid price for the Company's stock was $0.01 per share. The
Agreement provides for, among other things:
1. The purchase by Mr. Herman of 7,400,000 shares of the Company at a
price of $0.01 per share, or a total of $74,000.00, which purchase has been
consummated;
2. The holding of the annual meeting, pursuant to proxy solicitation, as
described in this document;
3. That Mr. Herman will seek out and obtain purchasers for 750,000
shares of common stock in the Company currently owned by The Hawks Company
Limited Partnership and 500,000 shares of common stock in the Company currently
owned by Jess A. Tolerton, all at a price of $0.05 per share, within 15 days
after the annual meeting;
4. That within one year after the reverse split and other transactions
described herein are effectuated (if approved at the annual meeting), Mr.
Herman will assist the Company in effectuating one or more financings of not
less than $1,000,000 and up to $2,000,000 by way of sale of stock through
private placement, registered offering or overseas offering, or by bank
financing or otherwise, as the then-constituted Board of the Company shall
determine. The proceeds of such financings shall be used for drilling new
wells, exploitation of existing wells, and such other Company purposes as the
Board shall determine. As compensation for Mr. Herman's effectuating such
financings of at least $1,000,000, Mr. Herman shall receive from the Company
options to purchase 700,000 shares of common stock of the Company at an
exercise price of $1.00 per share (post-reverse split) (which price shall not
be decreased by the Company other than pursuant to standard price adjustment
provisions), 350,000 of which shall have an exercise period of two years, and
350,000 of which shall have an exercise period of three years.
The purchase funds for Mr. Herman's purchase of 7,400,000 shares were
personal funds. The shares purchased were newly-issued shares of
the Company.
The original agreement provided that Mr. Herman had the right to
unilaterally terminate the agreement at any time prior to the date of the
Annual Meeting if such meeting had not been held on or before November 20,
1999. That date has been amended by the parties to the agreement to February
15, 2000. Since the meeting will be held on February 2, 2000 pursuant to this
proxy statement, this termination provision has been rendered ineffective.
Michael D. Herman may increase his amount of beneficial ownership of
common stock of the Company by way of the grant of the options described
above, if he succeeds in completing the above-described financings for the
Company. In such event, assuming the reverse split contemplated herein is
effectuated, and assuming no further issuance of stock, options or other
derivatives, Mr. Herman would become the beneficial owner of 81.8% of the
outstanding common shares. After the reverse split, and prior to the exercise
of any such options, he would be the direct owner of 74,000 shares and the
beneficial owner of an additional 700,000 shares.
The current officers and directors of the Company have agreed to vote in
favor of Mr. Herman and his colleagues, Gerard Laheney, Frederick Joutz and
Raymond Mason, as Directors at the Annual Meeting, and also to vote in favor
of the other proposals to be voted on at the Annual Meeting. It is
<PAGE>
anticipated that Mr. Herman will also vote in favor of all of the proposals
described herein. Mr. Bradley, a current officer and director of the Company,
is the fifth nominee for Director named herein.
Mr. Herman has extensive experience in the oil and gas industries and
hopes to bring the Company to profitability and thereby improve its value to
its shareholders.
DIRECTORS, EXECUTIVE OFFICERS, AND NOMINEES FOR DIRECTOR
The following are the present directors and executive officers of the
Company and the director-nominees for the coming year. The Board does not
have any audit, compensation, nomination, or other committees.
Jack C. Bradley, Jr., age 58, has been president and a director of the
Company since February 23, 1973. Mr. Bradley is also the president, a
director, and the majority shareholder of Manx Oil Corporation, Casper,
Wyoming since 1969; vice-president, director and shareholder of Manewal-
Bradley Oil Company, Newcastle, Wyoming since 1962; and secretary, director
and shareholder of Econoservice, Inc., Casper, Wyoming since 1986. All of
those entities are engaged in the oil and gas exploration or production
business. Since 1970, Mr. Bradley has also been the owner of Zephyr
Exploration, a sole proprietorship engaged in the oil and gas exploration and
production business and real estate investments.
Jess A. Tolerton, age 75, has been secretary, treasurer and director
since February 12, 1974. Mr. Tolerton was a practicing attorney in Cheyenne,
Wyoming from 1966 to 1968 and from January 1974 to December 31, 1990. He is
now retired from practice. Mr. Tolerton will not be standing for re-election
to the Board of Directors at the Annual Meeting.
Michael D. Herman, age 42, is a nominee for director named herein.
Mr. Herman is a self-employed business consultant. He was the Chairman
and chief executive officer of TeleMatrix, Inc., a Colorado-based
telecommunications equipment provider to the hospitality and commercial
markets, from 1991 to September, 1999, when the company was sold to
Meditrust Corporation (NYSE - MT). Mr. Herman has been involved actively
As an investor and principal in the oil and gas business since 1985. Since
1997, he has been the sole shareholder and President of Lincoln 77, Inc.,
which is active in the acquisition and development of oil and gas
leaseholds in eastern Kansas. In addition to producing oil,
Lincoln 77 provides contract services to outside operators in the area of
drilling, workover and the cementing and acidizing of new and existing wells.
Mr. Herman is a shareholder of Colorado-based Skyline Resources, Inc., which is
actively acquiring acreage and developing both oil and coalbed methane gas in
western Wyoming. Mr. Herman continues to be active in the telecommunications
equipment business through his involvement with American TeleSwitch
Corporation. Mr. Herman was selected as a nominee pursuant to the agreement
between himself and the Company described in "Changes in Control," above.
<PAGE>
Gerard Laheney, age 61, is a nominee for director named herein. Mr.
Laheney has been President of Aegis Investment Management Company, an
investment advisory firm specializing in global investment portfolio
management, since August 1993. From July 1995 to July 1996, Mr. Laheney was a
consultant for Portfolio Resources Group, overseeing global equities, fixed
income and foreign exchange investments. Mr. Laheney has been a director of
Craig Corporation (NYSE - CRG) since 1990 and served as a director of Reading
Company (NASD - RDGE) between November 1993 and June 1996. Mr. Laheney was
selected as a nominee pursuant to the agreement between Mr. Herman and the
Company described in "Changes in Control," above.
Frederick L. Joutz, age 46, has been a professor in the Department
of Economics at The George Washington University in Washington, D.C. since
1985, and has been an Associate Professor there since 1991. He teaches
graduate, undergraduate, and MBA level courses in Econometrics, Forecasting
Macroeconomics, Money and Banking, and Energy Economics. He has also served
as a consultant and technical expert to several federal government agencies,
including the Department of Energy and the Department of Agriculture, as
well as to various private corporations. He has been published extensively
in several academic journals, including American Economic Review, Journal
of Business and Economic Statistics, Journal of Policy Modeling, Journal of
Macroeconomics and Energy Economics. He is also an Associate Editor of
The International Journal of Forecasting. Mr. Joutz earned his Bachelor's
degree at the University of Maryland, his Master's degree at the University
of British Columbia in Vancouver, British Columbia, Canada; and a Ph.D. in
Economics at the University of Washington. Mr. Joutz was selected as a nominee
pursuant to the agreement between Mr. Herman and the Company described in
"Changes in Control," above.
Raymond Mason, age 52, is a nominee for director named herein. Mr. Mason
has been a Spanish language teacher at Boyd Anderson High School in Lauderdale
Lakes, Florida, since 1989. He took a leave of absence from teaching To work
as a certified financial planner with American and International Financial
Group in Ft. Lauderdale, Florida from 1995 to 1997. He also served as
Territorial Manager for Life Alert Medical Systems, a provider and installer
of medical alert systems, from 1997 to 1999. Mr. Mason earned his B.A. degree
at Queens College in Flushing, New York; his Master's degree at Adelphi
University in Garden City, New York; and his Professional Diploma in Business
Administration and Management at C.W. Post College in Brookfield, New York.
Mr. Mason was selected as a nominee pursuant to the agreement between Mr.
Herman and the Company described in "Changes in Control," above.
Mr. Herman and Mr. Joutz are cousins. There are no other family
relationships between any of the officers and directors of the Company. The
term of the officers expires at the annual directors' meeting.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has an ongoing business relationship with Manx Oil
Corporation ("Manx"), of which Jack C. Bradley, Jr., president and a director
of the Company, is the majority shareholder. Manx is the contract operator
with respect to interests owned by the Company in various oil leases, and the
Company pays Manx for its services as such. Manx charges the Company for its
services at rates equal to or lower than current market rates. Since the
<PAGE>
beginning of the Company's last fiscal year, the Company has paid to Manx an
aggregate of $257,060.
As of the end of the Company's last fiscal year, the Company owed Manx
$117,008, and Manx owed the Company $6,678.
EXECUTIVE COMPENSATION
No executive officer of the Company received compensation in excess of
$100,000 during the last fiscal year.
Mr. Bradley receives compensation in the amount of $1,000 per month plus
reimbursement of his actual and necessary expenses incurred in the normal
course of business.
The Company has never granted any options to any of its officers or
directors.
Mr. Tolerton is compensated $100 per quarter for his services as a
Director of the Company. Mr. Bradley is not compensated for his services as
Director.
If the nominees named herein are elected to the Board at the Annual
Meeting described herein, the Company anticipates compensating each director
for his services as such at the rate of $1,000 per month, commencing at the
date of the Annual Meeting described herein. Pursuant to Wyoming corporate
law and the Company's Articles of Incorporation and By-Laws, the decision
to so compensate the directors is within the discretion of the Board of
Directors and does not require a shareholder vote.
BOARD OF DIRECTORS
The Board of Directors meets to review significant developments
affecting the Company and to act on matters requiring Board approval. There
are no committees of the Board. The Board held three meetings during the last
full fiscal year. No incumbent director attended fewer than 75% of such
meetings.
<PAGE>
ELECTION OF DIRECTORS (Proposal 1)
As authorized by the By-Laws of the Company, the Board of Directors
on October 29, 1999, voted to increase the number of positions on the Board
to five as of the date of the Annual Meeting. Prior to that vote, the number
of positions on the Board was three; however, there has been a vacancy on the
Board since 1986.
Five directors will be elected at the Meeting. The nominees for re-
election and election as director are set forth below. For additional
information regarding each nominee, see "Directors, Executive Officers, and
Nominees for Director," above. If elected, the directors will serve until the
next Annual Meeting and until their successors are elected and qualified. The
persons named as proxies in the Proxy have been designated by the Board of
Directors and intend to vote for all persons nominated in the election of the
Board of Directors. If the contingency should occur that any such nominee is
unable to serve as a director, it is intended that the shares represented by
Proxies will be voted in the absence of contrary indication for any substitute
nominee that the Board of Directors may designate. All nominees have advised
the Company that they are willing to serve as directors if re-elected and
elected, respectively. Election of directors is by plurality vote, i.e., the
five nominees who receive the highest number of votes at the Meeting will be
elected. The Board of Directors recommends a vote FOR Mr. Bradley's re-
election and FOR the election of the other four nominees, and the enclosed
proxy will be voted in favor thereof unless the proxy specifically indicates
otherwise.
Holders of common stock have cumulative voting rights with respect to
the election of directors. Each such holder has the right to vote, in person
or by proxy, the number of shares owned by him for as many persons as there
are Directors to be elected (which is five); or, in the alternative, a holder
may cumulate his votes by multiplying the number of votes which he is entitled
to cast by the number of directors for whom he is entitled to vote (five), and
cast the product for a single nominee or distribute the product among two or
more nominees.
Shares otherwise entitled to vote cumulatively at the Annual Meeting may
not be voted cumulatively at the Annual Meeting unless at least one holder of
Common Stock gives notice to the Company not less than 48 hours before the
time set for the Annual Meeting of his intent to cumulate his votes during the
Annual Meeting.
Since there are only five nominees for director and election of directors
is by plurality vote, the only events which could prevent any of the nominees
to be elected to the Board would be (i) the lack of a quorum being present in
person or by proxy at the Meeting or any adjournment thereof; (ii) any
nominee's inability or declination to serve as director; or (iii) the addition
of one or more additional nominees by motion at the Meeting, if the President,
who will preside over the Meeting in accordance with the Company's By-Laws,
determined to entertain the motion (which is in his sole and reasonable
discretion). The President has indicated that he would not entertain such a
motion, since adequate information regarding any such additional nominee would
not have been provided to the shareholders in advance, and thus a well-informed
vote would not be possible. Thus, if a quorum is present at the Meeting in
person or by proxy, and if each nominee is willing and able to serve, all five
nominees will be elected regardless of the vote taken at the Meeting.
<PAGE>
The following table summarizes certain information with respect to
each nominee for Director.
<TABLE>
<S> <C> <C> <C> <C>
No. of Shares
Principal Occupation Director Beneficially Owned,
Name of Director or Employment Since Directly or Indirectly Percent
Jack C. Bradley, Jr. President, 2/73 2,135,500 8.7%
Wyoming Oil & Minerals,
Inc. from 2/73 to
present; President,
Manx Oil Corporation,
from 1969 to present;
Vice-President,
Manewal-Bradley Oil
Company, from 1962 to
present; Proprietor,
Zephyr Exploration, from
1970 to present.
Michael D. Herman Business Consultant Proposed 7,400,000 30.0%
Gerard Laheney President, Aegis Proposed 0 0
Investment Management
Company
Frederick L. Joutz Associate Professor Proposed 0 0
of Economics, George
Washington University
Raymond Mason Spanish teacher, Proposed 0 0
Boyd Anderson High
School, Lauderdale
Lakes, Florida
</TABLE>
<PAGE>
ONE FOR ONE HUNDRED REVERSE SPLIT (Proposal 2)
The second item of business to be voted upon at the Meeting is a
proposal by management to reduce the total number of Common Shares issued and
outstanding by way of a reverse stock split. The proposal is to amend the
Company's Articles of Incorporation so as to consolidate the outstanding
Common Shares of the Company on a one for one hundred basis. The text of the
proposed amendment to the Articles which would effectuate the reverse split is
attached hereto as Exhibit 1.
The amendment will result in one Post-Reverse Split Common Share being
received in exchange for one hundred previously issued and outstanding
Pre-Reverse Split Common Shares. The terms of the Post-Reverse Split Common
Shares will be the same as those of the Pre-Reverse Split Common Shares, and
the proposed amendment will not affect any stockholder's proportionate equity
interest in the Company or the rights, preferences or privileges of any
stockholder, other than a minor adjustment which may occur in the event of
issuance of one whole share in lieu of any fractional share.
<TABLE>
Number of Common Shares
<S> <C> <C>
Prior to Reverse Split Upon Effectiveness of Reverse Split
Authorized for Issuance 25,000,000 25,000,000
Issued and Outstanding 24,650,000 246,500 (*)
</TABLE>
(*) Subject to adjustment in the event of issuance of one whole share in lieu
of any fractional share.
If the reverse split is approved, then on the effective date of the
reverse split, every one hundred Common Shares of the Company would be
exchanged for one Common Share of the Company. No fractional shares would be
issued, but would be rounded up to one whole share. The reverse split, in the
opinion of management, will enhance the Company's access to the capital
markets because it will allow the Company a greater number of shares for
issuance and will increase the trading price of the Company's stock.
Currently the Company has 25,000,000 shares authorized for issuance, of
which 24,650,000 are outstanding. This means that the Company has only 350,000
shares remaining authorized and unissued. The reverse split will reduce the
number of shares outstanding to 246,500 but the number of authorized shares
will remain 25,000,000. Thus, after the reverse split, the Company will have a
much larger pool of authorized and unissued shares. In addition, the reverse
split will cause an immediate adjustment of the price per share, by a multiple
of 100. For example, if the price immediately prior to the reverse split is
$0.01 per share, then the price immediately after the reverse split will be
$1.00 per share.
Management believes that the Company's having a substantial number of
shares available for issuance, as well as the Company's stock having a trading
price substantially greater than $0.01 per share, will be useful in the
Company's anticipated efforts to complete financings. In management's
experience, many investors, brokers and market makers avoid transactions in
stocks with trading prices lower than $1.00 per share. In addition, management
<PAGE>
hopes to in the future cause the Company's common stock to be quoted on an
exchange. No specific exchange has been targeted by management at this time.
The increased share price will make it more likely that management can achieve
that goal, since minimum share price is often a criteria for listing with
exchanges and quotation systems.
If the Company is successful in completing financings in the near future,
this will allow the Company to expand its business opportunities with the goal
of becoming profitable and thereby enhancing shareholder value. Management
hopes to undertake, with new financings, acquisitions of additional oil and
mineral leasehold interests, expansion of its current operations, and other
transactions which have not been identified at this time.
The reverse split was proposed by Mr. Herman in the context of the
negotiation of the Stock Purchase and Restructuring Agreement described in
Changes in Control, above. It is Mr. Herman's belief, and management's belief,
that it is in the Company's and its shareholders' best interests that the
reverse split be done as soon as possible in order that the Company may begin
to pursue these anticipated financings and expansion of its business
opportunities.
Although the reverse split will immediately result in a decrease in the
liquidity of the market for the Company's shares and a comparatively small
amount of market capitalization, management believes that the anticipated
longer-term benefits of effectuating the reverse split, as described above, far
outweigh the costs of the immediate effects on the market capitalization and
liquidity of the stock. Management believes that a cost-benefit analysis of
the proposed reverse split clearly leads to the conclusion that the reverse
split is in the best interest of the Company and its shareholders.
If the reverse split is not approved, this could affect the Company's
ability to complete the financings contemplated. Mr. Herman, who is
contractually obligated to assist the Company in completing such financings on
the Company's behalf, could be substantially impeded in his attempts to do so
if the reverse split were not approved. The failure to approve the reverse
split, however, does not constitute a breach by the Company of its agreement
with Mr. Herman nor void or rescind any part of the agreement.
Approval of the proposed reverse split requires a majority vote of
stockholders represented at the meeting in person or by proxy. The Board of
Directors recommends a vote FOR the proposed reverse split and the enclosed
proxy will be voted in favor thereof unless the proxy specifically indicates
otherwise.
AUTHORIZATION OF 2,000,000 SHARES OF
"BLANK CHECK" PREFERRED STOCK (Proposal 3)
The third proposal to be considered at the Meeting is a proposal by
management that the Articles of Incorporation of the Company be amended so as
to authorize 2,000,000 shares of "Blank Check" preferred stock. "Blank check"
preferred stock is preferred stock that may be designated in classes and/or
series by the Board of Directors from time to time. The Board may, without
shareholder vote, designate the preferences, limitations, and relative rights
of different classes and/or series of "blank check" preferred, subject to
limitations imposed by law. Before issuing any such shares, the Company will
be required to file additional Articles of Amendment setting forth the terms
<PAGE>
of the class or series of shares. The text of the proposed amendment to the
Articles which would authorize the "blank check" preferred stock is attached
hereto as Exhibit 2.
Management believes that the availability of "blank check" preferred
stock will enable the Company to undertake transactions which will be in the
best interests of the Company and which would not be possible were this type
of preferred stock not authorized. The Company has no particular transactions
involving preferred stock under consideration at this time, nor any current
intent to issue preferred stock. Management believes, however, that business
opportunities could arise in the future which would benefit the Company, which
the Company could undertake only if it has preferred stock available for
issuance. Many investors require a stated return on their investment and/or
convertibility into common stock or other features which preferred stock can be
designated to provide. The availability of "blank check" preferred stock will
provide the Company with more flexibility in its ability to enter into, and its
options of how to structure, future transactions which could benefit the
Company and its shareholders.
Management does not intend to seek the listing of the preferred stock on
any exchange.
The availability of "blank check" preferred stock could make it more
difficult for a third party to acquire control of the Company, even if a
change in control would be beneficial to stockholders. If the preferred stock
is authorized, then without stockholder approval, the Board of Directors will
have the authority to attach special rights, including voting and dividend
rights, to preferred stock. Thus, preferred stock could be utilized by the
Board, under certain circumstances, as a way of discouraging, delaying or
preventing an acquisition or change in control of the Company.
Approval of the proposed amendment requires a majority vote of
stockholders represented at the meeting in person or by proxy. The Board of
Directors recommends a vote FOR the proposed authorization of "blank check"
preferred stock, and the enclosed proxy will be voted in favor thereof unless
the proxy specifically indicates otherwise.
VOTING PROCEDURES
The votes of stockholders present in person or represented by proxy at
the meeting will be tabulated by an inspector of elections appointed by the
Company. The inspector's duties include determining the number of shares
represented at the meeting, counting all votes and ballots and certifying the
determination of the number of shares represented and the outcome of the
balloting.
The presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock is required to constitute a quorum for the
transaction of business at the Annual Meeting. Assuming a quorum is present,
a majority of the votes cast by the holders of the Common Shares present in
person or represented by proxy and entitled to vote at the Meeting is required
for the adoption of the proposed amendments to the Company's Articles of
Incorporation to provide for the 1-for-100 reverse split and the authorization
of 2,000,000 shares of "blank check" preferred stock. With respect to the
election of directors, a plurality vote is required. Thus, the five nominees
<PAGE>
for director who receive the highest number of votes of all nominees will be
elected. At this time there are only five nominees for director.
With respect to an abstention on either of the matters requiring a
majority vote, the shares will be considered present at the meeting for the
particular matter and will have the same effect as votes against the matter.
In the event a broker that is a record holder of Common Shares does not return
a signed proxy, the Common Shares represented by such proxy will not be
considered present at the meeting and therefore, will not be counted towards a
quorum. With respect to a broker non-vote on any matter, the shares will not
be considered present at the meeting for the particular matter and (since it
will not be counted in respect of the matter) the broker non-vote will have
the practical effect of reducing the number of affirmative votes required to
achieve the requisite vote for the matter by reducing the total number of
shares from which the proportional vote is calculated.
STOCKHOLDER PROPOSALS
In order for stockholder proposals to receive consideration for
inclusion in the Company's 2000 Proxy Statement, such proposals must be
received by September 1, 2000. To be considered for presentation at the Annual
Meeting, although not included in the proxy statement, proposals must be
received no later than November 15, 2000. All such proposals should be directed
to the Company at 330 S. Center, Suite 419, Casper, WY 82602, Attention:
President.
OTHER BUSINESS
The Board of Directors is not aware of any matter, other than the
matters described above, to be presented for action at the meeting. However,
if any other proper items of business should come before the meeting, it is
the intention of the person or persons acting under the enclosed form of proxy
to vote in accordance with their best judgment on such matters.
By Order of the Board of Directors
Jess Tolerton, Secretary
<PAGE>
EXHIBIT 1 TO PROXY STATEMENT AND INFORMATION CIRCULAR
WYOMING OIL & MINERALS, INC.
TEXT OF PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
TO EFFECTUATE 1-FOR-100 REVERSE SPLIT OF COMMON STOCK
The following provision is proposed to be added to Article IV of the Articles
of Incorporation:
Every one hundred shares of Common Stock, $.01 par value per share, of
the Corporation outstanding or held in treasury immediately prior to the
effective date of this Amendment to Article Fourth of the Corporation's
Articles of Incorporation (the "Pre-Reverse Common Stock") shall, without any
action on the part of the respective holders thereof, be reclassified as and
changed into one share of the Corporation's common stock as it is constituted
immediately after the effective date of this Amendment (the "Post-Reverse
Common Stock"). No fractional shares of Post-Reverse Common Stock shall be
issued upon such reclassification and conversion, and the number of shares of
Post-Reverse Common Stock to be issued to each holder of record shall be
rounded up to the nearest whole share. The capital of the Corporation
attributable to the shares of Post-Reverse Common Stock into which the
Pre-Reverse Common Stock shall be reclassified and changed in the aggregate
shall be adjusted to reflect the reclassification. Each stock certificate
that, immediately prior to the time that this Amendment becomes effective,
represents shares of Pre-Reverse Common Stock shall, from and after the time
that this Amendment becomes effective, automatically and without the necessity
of presenting the same for exchange, represent the same number of shares of
Post-Reverse Common Stock as shall be determined hereby.
<PAGE>
EXHIBIT 2 TO PROXY STATEMENT AND INFORMATION CIRCULAR
WYOMING OIL & MINERALS, INC.
TEXT OF PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
AUTHORIZING "BLANK CHECK" PREFERRED STOCK
Article IV of the Articles of Incorporation is proposed to be amended in its
entirety to read as follows:
ARTICLE IV
1. AUTHORIZATION. The corporation is authorized to issue 25,000,000
Common Shares, each share with a par value of $0.01, and 2,000,000 "blank
check" Preferred Shares, without par value. All shares, when issued, shall be
fully paid and nonassessable. The limitations and relative rights of the
Common Shares and the Preferred Shares, and the Board of Directors' authority
with respect to the Preferred Shares, shall be as follows:
2. PREFERRED SHARES. The Preferred Shares shall have such other
designations, preferences, and such relative, participating, optional or other
special rights as may be fixed by the corporation's Board of Directors, with
such qualifications, limitations or restrictions of such preferences or rights
as shall be stated and expressed in this Article Four and in the resolution or
resolutions as may be adopted from time to time by the Board of Directors in
accordance with the laws of the State of Wyoming.
3. COMMON SHARES. Each share of Common Stock shall be entitled to one
vote at stockholders' meetings, either in person or by proxy. Cumulative
voting in election of directors shall be permitted.
[Provision for reverse split, if approved, would appear here]
4. PROVISIONS APPLICABLE TO COMMON SHARES AND PREFERRED SHARES.
a. No holder of shares of capital stock of the Corporation shall
be entitled, as such, to any preemptive right to subscribe to any unissued
stock or any other securities which the Corporation may now or hereafter be
authorized to issue. The Board of Directors of the Corporation may, however,
in its discretion by resolution determine that any unissued securities of the
Corporation shall be offered for subscription solely to the holders of any
class or classes of such stock, in such proportions based on stock ownership
as said board in its discretion may determine.
b. The Board of Directors may cause any capital stock issued by
the Corporation to be issued subject to such lawful restrictions,
qualifications, limitations, or special rights as it deems fit; provided,
however, that such special restrictions, qualifications, limitations, or
special rights shall be conspicuously noted in summary form on the certificate
evidencing ownership of such stock.
c. The Corporation's capital stock may be issued and sold from
time to time for such consideration as may be fixed by the Board of Directors;
provided that the consideration so fixed is not less than par value, if the
class or series has a par value.
<PAGE>
APPENDIX A TO PROXY STATEMENT AND INFORMATION CIRCULAR
FORM OF PROXY
WYOMING OIL & MINERALS, INC.
330 SOUTH CENTER, SUITE 419
CASPER, WYOMING 82601
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual and Special Meeting: February 2, 2000
Record Date: December 20, 1999
The Board of Directors recommends voting for all proposals listed below.
PROXY FOR FEBRUARY 2, 2000 ANNUAL AND SPECIAL MEETING
The undersigned hereby appoints Jack C. Bradley, Jr. and Jess Tolerton, and
each of them, with power of substitution, as Proxies, and hereby authorizes
them to represent and to vote, as designated below, all the Common Shares held
of record by the undersigned on December 20, 1999 at the Annual and Special
Meeting of shareholders to be held on February 2, 2000 or any adjournment or
postponement thereof.
1. Amendment to Articles of Incorporation Providing for 1-for-100 Reverse
Split of Common Stock
____ For ____ Against ____ Abstain
2. Amendment to Articles of Incorporation Providing for Authorization of
2,000,000 Shares of "Blank Check" Preferred Stock
____ For ____ Against ____ Abstain
3. Election of Directors
____ For all nominees listed below (except as marked to the contrary
below)
____ Withhold authority to vote for all nominees listed below
Instruction: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below. To provide
for different nominee(s), strike a line through the nominee's name in
the list below and write in a different nominee.
Jack C. Bradley, Jr. [Cumulated votes being cast:____________]
Michael D. Herman [Cumulated votes being cast:____________]
Gerard Laheney [Cumulated votes being cast:____________]
Frederick L. Joutz [Cumulated votes being cast:____________]
Raymond Mason [Cumulated votes being cast:____________]
<PAGE>
Instruction to Cumulative Voters: Multiply the number of votes to which
you are entitled by five. Cast the product for a single nominee or
distribute the product among two or more nominees by indicating a number
next to each nominee for whom you are voting.
4. In their discretion, the Proxies are authorized to vote upon the
following:
a. Matters which the Proxies do not know, at least one month prior to
the date of solicitation hereof, are to be presented at the meeting;
b. The election of any person to any office for which a nominee is
named herein and such nominee is unable to serve or for good cause will
not serve; and
c. Matters incident to the conduct of the meeting.
With respect to matters of discretion, the Proxies intend to vote the
shares represented by this proxy in accordance with the resolutions of
the Board of Directors.
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, 2 and 3.
The Board of Directors recommends a vote FOR Proposals 1, 2 and 3.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. Corporation officers, partners, executors,
administrators, trustees, guardians and others signing in a representative
capacity should indicate office or capacity.
PLEASE PRINT NAME OF SHAREHOLDER
_____________________________
DATED:_________________
IF THIS PROXY IS NOT DATED, IT _____________________________
WILL BE DEEMED DATED ON THE DATE Signature
IT WAS MAILED
PLEASE MARK, SIGN, DATE AND _____________________________
RETURN THE PROXY CARD PROMPTLY Signature of joint tenant, if
USING THE ENCLOSED ENVELOPE any
YOU MAY REVOKE THIS PROXY AT ANY TIME BEFORE IT IS VOTED BY GIVING WRITTEN
NOTICE TO THE SECRETARY OF THE COMPANY AT THE EXECUTIVE OFFICE OF THE COMPANY,
WHICH ADDRESS IS 330 SOUTH CENTER, SUITE 419, CASPER, WYOMING 82601, AT ANY
TIME UP TO AND INCLUDING THE LAST BUSINESS DAY PRECEDING THE DAY OF THE
MEETING, OR ANY ADJOURNMENT THEREOF, AT WHICH THE PROXY IS TO BE USED, OR WITH
THE CHAIRMAN OF THE MEETING ON THE DAY OF SUCH MEETING OR ANY ADJOURNMENT
THEREOF, AND THEREUPON THE PROXY IS REVOKED. IF YOU ATTEND THE ANNUAL AND
SPECIAL MEETING, YOU MAY VOTE IN PERSON EVEN THOUGH YOU PREVIOUSLY HAVE SENT
IN YOUR PROXY.
THE EXPENSES OF THIS PROXY SOLICITATION ARE BEING BORNE BY THE COMPANY.
