SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
WINCO PETROLEUM CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rue 14a-6(i)(3).
/ / 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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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WINCO PETROLEUM CORPORATION
1645 Court Place, Suite 312
Denver, Colorado 80202
(303) 623-9095
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PROXY STATEMENT
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held September 16, 1996
TO THE SHAREHOLDERS OF WINCO PETROLEUM CORPORATION
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of Winco
Petroleum Corporation, a Colorado corporation (the "Company") will be held at
the Company's offices at 1645 Court Place, Suite 312 on September 16, 1996, at
10:00 a.m., Mountain Daylight Time, and at any and all adjournments thereof,
for the purpose of considering and acting upon the following matters:
1. To consider and act upon a proposal to amend the Articles of
Incorporation to increase the Company's authorized Common Stock from
50,000,000 shares, no par value to 500,000,000 shares, no par value.
2. To elect four (4) Directors of the Company;
3. To transact such other business as properly may come before the
meeting or any adjournment thereof.
Only holders of the voting no par value common stock of the Company of record
at the close of business on August 5, 1996 will be entitled to notice of and
to vote at the Meeting or at any adjournment or adjournments thereof.
All shareholders, whether or not they expect to attend the Annual Meeting of
Shareholders in person, are urged to sign and date the enclosed Proxy and
return it promptly in the enclosed postage-paid envelope which requires no
additional postage if mailed in the United States. The giving of a proxy will
not affect your right to vote in person if you attend the Meeting.
A copy of the Company's Annual Report on Form 10-K for the year ended September
30, 1995 accompanies this Notice of Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
DANIEL L. DALKE
SECRETARY
Denver, Colorado
August 16, 1996
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Winco Petroleum Corporation
1645 Court Place, Suite 312
Denver, Colorado 80202
(303) 623-9095
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 16, 1996
GENERAL INFORMATION
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
Winco Petroleum Corporation, a Colorado corporation (the "Company"), for use
at the Company's Annual Meeting of Shareholders to be held at the Company's
offices, 1645 Court Place, Suite 312, Denver, Colorado on the 16th day of
September, 1996, at 10:00 a.m., Mountain Daylight Time, and at any adjournment
thereof. It is anticipated that this Proxy Statement and the accompanying
Proxy will be mailed to the Company's shareholders on or about August 16, 1996.
Any person signing and returning the enclosed Proxy may revoke it at any time
before it is voted by giving written notice of such revocation to the Company,
or by voting in person at the Meeting. The expense of soliciting proxies,
including the cost of preparing, assembling and mailing this proxy material to
shareholders, will be borne by the Company. It is anticipated that
solicitations of proxies for the Meeting will be made only by use of the mail;
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 by such persons, and
the Company will reimburse such persons for their reasonable out-of-pocket
expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance therewith
at the Meeting. Shares not voting as a result of a proxy marked abstain will
be counted as part of total shares voting in order to determine whether or not
a quorum has been achieved at the Meeting.
Shares will not be counted as part of the vote on any business at the Meeting
on which the shareholder has abstained.
The Company's Annual Report to Shareholders for the fiscal year ended September
30, 1995 is being mailed simultaneously to the Company's shareholders, but does
not constitute part of these proxy soliciting materials.
SHARES OUTSTANDING AND VOTING RIGHTS
All voting rights are vested exclusively in the holders of the Company's no par
value voting Common Stock, with each share entitled to one vote. Only
shareholders of record at the close of business on August 5, 1996 are entitled
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to notice of and to vote at the Meeting or any adjournment thereof. On August
5, 1996 the Company had 40,852,576 shares of its no par value voting Common
Stock outstanding, each of which is entitled to one vote on all matters to be
voted upon at the Meeting, including the election of Directors. No fractional
shares are presently outstanding.
A majority of the Company's outstanding voting Common Stock represented in
person or by proxy shall constitute a quorum at the Meeting. The affirmative
vote of a majority of the votes cast, providing a quorum is present, is
necessary to elect the Directors. Cumulative voting in the election of
Directors is not permitted. The affirmative vote of a majority of the
Company's outstanding voting Common Stock is necessary to amend the Articles
of Incorporation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND OF MANAGEMENT
The following table presents information with respect to shares of the
Company's Common Stock beneficially owned by the Company's Directors and
Officers and by all Directors and Officers of the Company as a group, and by
all other persons known by management to own beneficially five percent (5%) or
more of the Company's Common Stock as of August 5, 1996. As defined in Rule
13d(d)(1) under the Securities Exchange Act of 1934, beneficial ownership
includes shares issued and outstanding, convertible preferred stock and all
options and warrants to acquire Common Stock.
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<TABLE>
<CAPTION>
Amount and Percent of
Name and Address Nature of Beneficial Class Owned
of Beneficial Owner Ownership (1) Beneficially
- -------------------- ------------------- ------------
<S> <C> <C>
L. W. Winkler 7,049,300 17.25%
1645 Court Place, Suite 312
Denver, CO 80202
G. Allan Nelson 8,300 .04%
1645 Court Place, Suite 312
Denver, CO 80202
American Warrior, Inc. 16,949,947 41.52%
P.O. Box 399
Garden City, KS 67846
Cecil O'Brate 16,949,947 (2) 41.52%
P.O. Box 399
Garden City, KS 67846
Daniel Lee Dalke 0 0.00%
P.O. Box 399
Garden City, KS 67846
All Directors and 24,007,547 (3) 58.77%
Officers as a Group
(4 Persons)
</TABLE>
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(1) All shares are owned of record and beneficially except as otherwise
indicated.
(2) Cecil O'Brate is the President, a director and the majority shareholder
of American Warrior, Inc. and therefore may be deemed to be the
beneficial owner of the shares owned by American Warrior, Inc.
(3) Includes 16,949,947 shares owned by American Warrior, Inc., as to which
Cecil O'Brate, a Director and Officer of the Company, may be deemed to
have beneficial ownership by virtue of being a Director and Officer of
American Warrior, Inc.
AMENDMENT TO ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF SHARES OF
THE COMPANY'S COMMON STOCK
The Board has adopted resolutions proposing an Amendment to the Company's
current Articles of Incorporation. The Amendment would increase the Common
Stock of the Company from 50,000,000 to 500,000,000 shares. Under the current
Articles of Incorporation, the Board of Directors possesses the maximum
authority permitted under Colorado law to determine the relative rights and
preferences of the Common Stock. The proposed Amendment in no way alters or
reclassifies the issued and outstanding shares of Common Stock of the Company.
Although the Company has no present intention of issuing any of the additional
shares as of the date of this Proxy Statement, the Board believes that it is
desirable to have the additional shares available for possible future financing
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or acquisition transactions and/or future timely private or public equity or
convertible debt offering and other general corporate purposes. The Board of
Directors believes that the availability of such shares of issuance in the
future, will give the Company greater flexibility and permit such shares to be
issued without the expense of holding a shareholder meeting.
The issuance of additional shares of Common Stock by the Company could
potentially have an anti-takeover effect by making it more difficult to obtain
shareholder approval of various actions, such as a merger or the removal of
management. The increase in authorized shares of Common Stock has not been
proposed for an anti-takeover-related purpose and the Board of Directors and
management have no knowledge of any current efforts to obtain control of the
Company or to effect large accumulations of its Common Stock.
On July 3, 1996, the Board of Directors approved the amendment and recommended
that the shareholders approve the proposal. If the proposal is accepted, it
is anticipated that the amendment will be filed with the Secretary for the
State of Colorado and become effective immediately following the Annual
Meeting.
The Board of Directors of the Company unanimously recommends a vote FOR the
proposal to increase the Authorized Common Stock of the Company. Approval of
the amendment requires the affirmative vote of the holders of a majority of the
shares of Common Stock outstanding.
It is therefore proposed that the Company's Articles of Incorporation be
amended to add Article IV to read as follows:
ARTICLE IV
That Article IV of the Articles of Incorporation of the Corporation be amended
as follows:
The number of shares of Common Stock, no par value, which the
Corporation shall have authority to issue shall be increased from
Fifty Million (50,000,000) shares to Five Hundred Million
(500,000,000) shares. All other provisions of Article IV of the
Certificate of Incorporation of the Corporation shall also remain
unchanged.
The affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote is required to authorize the proposed amendment.
The Board of Directors recommends approval of this proposed amendment.
ELECTION OF DIRECTORS
The Bylaws presently provide for a Board of Directors of not less than three
(3) members. The current number of Directors of the Company has been fixed at
four (4) by the Company's Board of Directors pursuant to the Company's Bylaws
which provide that the Board of Directors may increase (or decrease) the number
of Directors by resolution of the Board.
The Company's Board of Directors recommends the election of the four (4)
nominees listed below to hold office until the next Annual Meeting of
Shareholders and until their successors are elected and qualified or until
their earlier death, resignation or removal.
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The persons named as "proxies" in the enclosed form of Proxy, who have been
designated by Management, intend to vote for the four (4) nominees for election
as Directors unless otherwise instructed in such proxy. If at the time of the
Meeting, any of the nominees named below should be unable to serve, which event
is not expected to occur, the discretionary authority provided in the Proxy
will be exercised to vote for such substitute nominee and nominees, if any, as
shall be designated by the Board of Directors.
NOMINEES
The following table sets forth the name and age of each nominee for Director,
indicating all positions and offices with the Company presently held by him,
the period during which he has served as such, and the class and term for which
he has been nominated:
Year
Name Age Position First Director
- ---- --- -------- --------------
L. W. Winkler 76 Director 1979
G. Allan Nelson 73 Director 1989
Cecil O'Brate 67 Director 1996
Daniel Dalke 45 Director 1996
BUSINESS EXPERIENCE OF DIRECTORS
L. W. WINKLER
DIRECTOR, AND VICE PRESIDENT
Mr. Winkler has been a Director of the Company since 1979 and was the Pres-
ident, Treasurer and Chief Executive Officer of the Company from June 21, 1979
to July 3, 1996. For the past five years, Mr. Winkler has been an independent
oil producer.
G. ALLAN NELSON
DIRECTOR
Mr. Nelson has been a member of the Board of Directors since 1989 and was the
Secretary of the Company from April 7, 1989 to July 3, 1996. Mr. Nelson holds
a degree in geology from the University of Texas. He has been a member of the
American Association of Petroleum Geologists since 1948, and an active member
since 1954. Mr. Nelson is also an active member of the Rocky Mountain
Association of Geologists, the Wyoming Geological Association, and the East
Anschutz Ranch Field Unit Arbitration Panel. Mr. Nelson is an independent
consulting geologist.
CECIL O'BRATE
DIRECTOR AND PRESIDENT
Mr. O'Brate became a Director of the Company and President on July 3, 1996.
Mr. O'Brate has been Chairman of the Board and President of American Warrior,
Inc., a Kansas corporation involved in oil and gas development, since 1984.
He has also been Chairman of the Board and President of Mid-Continent
Resources, Inc., a Kansas corporation involved in oil and gas development,
since 1984. Mr. O'Brate has also been Chairman of the Board and President of
Palmer Mfg. & Tank, Inc., a Kansas corporation manufacturing storage vessels
for various industries, since 1966. Mr. O'Brate also holds investments in
other closely-held corporations involved in banking, farming and implement
dealerships.
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DANIEL L. DALKE
DIRECTOR, TREASURER AND SECRETARY
Mr. Dalke became a Director of the Company and Secretary-Treasurer on July 3,
1996. He has been Assistant Secretary-Treasurer and Controller of American
Warrior, Inc., Mid-Continent Resources, Inc. and Palmer Mfg. & Tank, Inc. since
1984. Mr. Dalke holds a degree in accounting from Wichita State University and
is a Certified Public Accountant.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors does not presently have an Audit Committee or a
Compensation Committee.
During fiscal year ended September 30, 1995, there were no regular meetings of
the Board of Directors of the Company.
COMPLIANCE WITH SECTION 16(A) OF SECURITIES EXCHANGE ACT OF 1934
To the Company's knowledge, during the fiscal year ended September 30, 1995,
the Company's Officers and Directors complied with all applicable Section 16(a)
filing requirements. This statement is based solely on a review of the copies
of such reports furnished to the Company by its Officers and Directors and
their written representations that such reports accurately reflect all
reportable transactions.
FAMILY RELATIONSHIPS
There is no family relationship between any Director, executive or person
nominated or chosen by the Company to become a Director or executive officer.
EXECUTIVE COMPENSATION
The following table sets forth all compensation paid or accrued by the Company
rendered during the fiscal years 1993, 1994 and 1995 by its Chief Executive
Officer. No other executive officers received a salary and other compensation
which exceeded $100,000.
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<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------
LONG TERM COMPENSATION
---------------------------
AWARDS PAY-
ANNUAL COMPENSATION OUTS
- -------------------------------------------------------------------------------
Other All
Name Annual Restricted LTIP Other
and Compen- Stock Options/ Pay- Compen-
Principal Salary Bonus sation Awards SARs outs sation
Position Year(1) ($) ($) ($) ($) (#) ($) ($)
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L. W. Winkler 1995 $ 31,059 $0 $ 0 N/A 0 N/A $ 0
President and 1994 $ 31,155 $0 $ 0 N/A 0 N/A $ 0
Chief Exec-
utive Officer 1993 $ 32,429 $0 $ 0 N/A 0 N/A $ 0
</TABLE>
(1) The Company's fiscal year ends September 30.
OPTION/WARRANTS GRANTS IN 1996
There were no options to purchase shares of Common Stock granted to the
Executive Officers of the Company listed in the Executive Compensation Table
during the Company's last fiscal year.
AGGREGATE OPTIONS EXERCISED IN 1995 AND OPTION VALUES AT SEPTEMBER 30, 1995
No options are held by the Executive Officers of the Company.
COMPENSATION OF DIRECTORS
STANDARD ARRANGEMENTS
All Directors are reimbursed for reasonable out-of-pocket expenses incurred
related to Board duties assigned and in connection with attending Board and
Shareholders' meetings.
OTHER ARRANGEMENTS
There are no other arrangements pursuant to which the Company's Directors
receive compensation from the Company for services as Directors.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT
There is no compensatory plan or arrangement with respect to any individual
named above which results or will result from the resignation, retirement or
any other termination of employment with the Company, or from a change in the
control of the Company.
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TRANSACTIONS WITH MANAGEMENT
On July 3, 1996, the Company issued 16,959,947 shares of the Company's Common
Stock to American Warrior, Inc. in consideration for the transfer and
assignment of working interests in four oil and gas producing properties in
Kansas and Wyoming to the Company.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was not aware
of any other matter to be presented at the Meeting other than as set forth
herein. However, if any other matters are properly brought before the Meeting,
the shares represented by valid proxies will be voted with respect to such
matters in accordance with the judgement of the persons voting them.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Any proposal by a shareholder to be presented at the Company's 1997 annual
meeting must be received at the offices of the Company, 1645 Court Place,
Suite 312, Denver, Colorado 80202, no later than December 1, 1996.
DANIEL L. DALKE
SECRETARY
Denver, Colorado
August , 1996
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PROXY PROXY
WINCO PETROLEUM CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD SEPTEMBER 16, 1996
The undersigned hereby constitutes and appoints Mr. Cecil O'Brate and Mr. L.
W. Winkler, and each of them, the true and lawful attorneys and proxies of the
undersigned, with full power of substitution and appointment, for and in the
name, place and stead of the undersigned, to act for and vote all of the
undersigned's shares of the no par value Common Stock of Winco Petroleum
Corporation, a Colorado corporation at the Annual Meeting of Shareholders to
be held at 1645 Court Place, Suite 312, Denver, Colorado at 10:00 a.m. Mountain
Daylight Time, on September 16, 1996, and any and all adjournments thereof, for
the following purposes:
1. To amend the Articles of Incorporation to increase the Company's
authorized Common Stock from 50,000,000 shares, no par value to
500,000,000 shares, no par value.
/ / FOR / / AGAINST / / ABSTAIN
2. The election of four (4) Directors of the Company:
/ / FOR all nominees listed below (except as marked to the contrary):
/ / WITHHOLD AUTHORITY to vote for all the nominees listed below:
L. W. Winkler
G. Allan Nelson
Cecil O'Brate
Daniel L. Dalke
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
cross out that nominee's name above.)
3. To transact such other business as properly may come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ABOVE.
The undersigned hereby revokes any proxies as to said shares and heretofore
given by the undersigned, and ratifies and confirms all that said attorneys and
proxies may lawfully do by virtue hereof.
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SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE
WITH THE SHAREHOLDER'S SPECIFICATION ABOVE. THIS PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting of Shareholders, Proxy
Statement and Annual Report to Shareholders
furnished therewith.
Dated: _______________________________, 1996
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Signature(s) of Shareholder(s)
Signature(s) should agree with the name(s) hereon.
Executors, administrators, trustees, guardians and
attorneys should indicate when signing. Attorneys
should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WINCO PETROLEUM
CORPORATION. PLEASE SIGN AND RETURN THIS PROXY TO WINCO PETROLEUM CORPORATION,
1645 COURT PLACE, SUITE 312, DENVER, COLORADO 80202. THE GIVING OF A PROXY
WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
