UNITED TRANS-WESTERN, INC.
4809 Cole Avenue
Suite 340
Dallas, Texas 75205
_______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 29, 1997
_______________
To the Stockholders of
UNITED TRANS-WESTERN, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of United
Trans-Western, Inc. (the "Company"), a Delaware corporation, will be held at
2200 Ross Avenue, Suite 2200, Dallas, Texas 75201, on Thursday, May 29, 1997,
at 10:00 a.m., Central time, for the following purposes:
1. To consider and vote upon a proposal to elect J. W. Brown,
Douglas E. Fimrite, David A. Pallett and Scott B. Randolph as
directors of the Company;
2. To ratify the appointment of Hein + Associates LLP as the
Company's independent accountants for the 1997 fiscal year; and,
3. To transact such other business as properly may come before the
meeting or any adjournment thereof.
The close of business on April 18, 1997 has been fixed by the Board of
Directors as the record date for the Annual Meeting. Only holders of record
of the Company's Common Stock on that date will be entitled to notice of and
to vote at the Annual Meeting or any adjournment thereof, notwithstanding
transfer of any stock on the books of the Company after such record date.
The stock transfer books will not be closed.
A Proxy Statement, form of Proxy and a copy of the Company's Annual
Report on Form 10-KSB for its fiscal year ended December 31, 1996, as filed
with the Securities and Exchange Commission, accompany this notice.
It is important that your shares be represented at the Annual Meeting.
If you do not expect to attend in person, please sign and date the form of
Proxy and return it in the enclosed envelope. Stockholders who attend the
Annual Meeting may revoke their Proxies and vote in person if they desire.
By Order of the Board Directors
J. W. Brown, Secretary
May 13, 1997 UNITED TRANS-WESTERN, INC.
4809 Cole Avenue
Suite 340
Dallas, Texas 75205
PROXY STATEMENT
For the Annual Meeting of Stockholders
To be Held on May 29, 1997
SOLICITATION OF PROXIES
This Proxy Statement is furnished to holders of Common Stock of United
Trans-Western, Inc., a Delaware corporation (the "Company"), in connection
with the solicitation of Proxies by the Board of Directors to be voted at
the Annual Meeting of Stockholders of the Company to be held at 2200 Ross
Avenue, Suite 2200, Dallas, Texas 75201, on Thursday, May 29, 1997, at 10:00
a.m., Central time, or at any adjournment thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders.
This Proxy Statement and form of Proxy are being mailed to such
stockholders on or about May 13, 1997. If the enclosed form of Proxy is
executed and returned, it may nevertheless be revoked by the stockholder at
any time by filing with the Secretary of the Company a written revocation or
a duly executed Proxy bearing a later date. A stockholder who attends the
meeting in person may revoke his or her Proxy at that time and vote in
person if so desired. All Proxies duly signed, dated and returned will:
(1) FOR the election of J. W. Brown, Douglas E. Fimrite,
David A. Pallett and Scott B. Randolph as directors of
the Company;
(2) FOR the ratification of the appointment of Hein +
Associates LLP as the Company's independent accountants
for the 1997 fiscal year; and
(3) At the discretion of the persons named in the enclosed
form of Proxy, on any other matter that may properly come
before the meeting or any adjournment thereof.
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of the Company. The Company is unaware of any additional
matters not set forth in the Notice of Annual Meeting of
Stockholders that will be presented for consideration at the
Annual Meeting. If any other matters are properly brought before
the Annual Meeting and presented for a vote of the stockholders,
the persons named in the Proxy will vote in accordance with their
best judgment upon such matters, unless otherwise restricted
The cost of solicitation of Proxies will be borne by the Company.
The Company may solicit Proxies from beneficial owners of share
standing in the name of brokers and other nominees. In addition to
the use of the mails, Proxies may also be solicited by personal
interview, facsimile transmission, and telephone by directors, officers,
and agents of the Company. The Company may also supply brokers,
nominees or other custodians with the numbers of Proxy forms,
Proxy Statements, and Annual Reports they may require for forwarding
to beneficial owners, and the Company will reimburse such persons
for their expense in so doing.
OUTSTANDING COMMON STOCK AND STOCK
OWNERSHIP OF DIRECTORS
AND PRINCIPAL STOCKHOLDERS
The record date for the determination of the stockholders entitled
to notice of and to vote at the Annual Meeting has been established
by the Board of Directors as of the close of business on April 18, 1997.
As of the close of business on April 18, 1997, the Company had issued
and outstanding and entitled to vote at the Annual Meeting 8,859,155
shares of Common Stock, par value $ .01 per share (the "Common Stock").
The following table provides information as to the beneficial
ownership of the Company's Common Stock by (i) each director;
(ii) all directors and executive officers of the Company as a group; and,
(iii) each person known to the Company to be the beneficial owner of 5%
or more of the Company's Common Stock.
Amount and Nature of Percent of
Name Beneficial Ownership (1)(2) Class
J. W. Brown 1,009,459 (3) 11.39
All directors and
officers as a group
(2 persons) 1,034,458 11.68
David A. Pallett 2,719,361 30.70
Bullard & Associates 2,505,000 28.28
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(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, beneficial ownership of a security consists of sole
and shared voting power (including the power of vote or direct
the voting) and/or sole or shared investment power (including the
power to dispose or to direct the disposition) with respect to a
security whether through any arrangement, understanding, relationship
or otherwise.
(2) Except as otherwise indicated, the named person has sole voting
and investment power with respect to the Common Stock set forth
opposite his name.
(3) Shared voting and investment power with respect to 272,898 of
these shares as result of being a principal of PremierCap, Ltd.
The Company knows of no arrangements the operation of which may
at a subsequent date result in a change of control of the Company.
The addresses of the beneficial owners of over five percent of
the Company's outstanding shares of Common Stock are as follows:
J. W. Brown, 4809 Cole Avenue, Suite 340, Dallas, Texas 75205;
New West Resources, Inc., 500 West Wall Street, Suite 400, Midland,
Texas 79701; David A. Pallett, 1409 Tonolli Road, Mississauga, Ontario,
Canada L4Y 4CZ; and Bullard & Associates, 23 Denlow Boulevard, Don Mills,
Ontario, Canada M3B 1P5.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority
of the outstanding shares of Common Stock of the Company entitled to
vote is necessary to constitute a quorum at the Annual Meeting. With
respect to election of directors, the affirmative vote of a plurality
of the shares of Common Stock represented at the Annual Meeting is required.
With respect to ratification of the appointment of the Company's independent
accountants and each other matter properly brought before the Annual Meeting,
quired. Cumulative voting is not permitted in the election of directors.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders will elect four members
to the Board of Directors of the Company. Each director will be elected
to hold office until the next annual meeting of stockholders and
thereafter until his successor is elected and has qualified. In the
absence of instructions to the contrary, the persons named in the
accompanying proxy shall vote the shares represented by that proxy for
the persons named below as nominees for directors of the Company. None
of the nominees named below serves or has served as a director or officer
of the Company's sole director and as the Company's President, Secretary
and Treasurer. There is no nominating committee of the Board of Directors.
Each of the nominees has consented to be named herein and to serve
on the Board of Directors of the Company if elected. It is not anticipated
that any nominee will become unable or unwilling to accept nomination or
election, but, if that should occur, the persons named in the proxy intend
to vote for the election of such other person as the Board of Directors may
recommend.
For information regarding the number of shares of the Company's
Common Stock beneficially owned by certain nominees, see "Outstanding
Common Stock and Stock Ownership of Directors and Principal Stockholders"
above. Set forth below is certain information about each of the persons
nominated to be directors of the Company, including the name, age,
principal occupation, business experience and length of service as a
director of the Company:
J. W. Brown, 50, has served since January 1994 as a director and
officer of the Company. Mr. Brown is the founder and general partner of
Premier Capital, Ltd., a Texas limited partnership ("PCL"), and its
affiliate, PremierCap Ltd, a Texas limited liability company ("Premier"),
both of which are engaged in providing investment banking services to the
energy industry. Mr. Brown has served as the General Partner of PCL since
its inception in August 1991 and has served as a Manager of Premier since
its formation in March 1993. From January 1989 to August 1991, Mr. Brown was
a founder and Principal of Wes-Al Capital Corp., an energy investment
banking firm, and prior to that he was employed in the oil and gas
business in private companies which he formed and managed and in the
private practice of law.
Douglas E. Fimrite, 48, has served since 1983 as President and Chief
Executive Officer of a group of privately-owned companies engaged primarily
in the real estate investment and management business, including Kentucky
Financial Inc. and the Colt Group of Companies. Mr. Fimrite is also
President of Rebound Rubber Corporation, a corporation formed in early
1997 to market an innovative rubber recycling technology developed in China.
David A. Pallett, 54, has served since 1985 as President and Chief
Executive Officer of Pleasant View Farms, a wholesale and retail farm and
garden supply business located in Mississauga, Ontario, Canada.
Scott B. Randolph, 43, has served since February 1994 as Project
Manager of OGCI Management, Inc., a petroleum engineering and consulting
company based in Tulsa, Oklahoma and he has served in that capacity since
February 1994. From January 1993 to February 1994, Mr. Randolph was
self-employed as an oil and gas consultant. From 1979 to January 1993,
Mr. Randolph was employed by Amoco Corporation as a petroleum engineer.
Meetings and Committees of the Board of Directors
The Board of Directors took action by unanimous written consent
three times during 1996. The Company has no compensation or audit
committees.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF AUDITORS
Subject to stockholder ratification, the Board of Directors has
reappointed the firm of Hein + Associates, LLP ("Hein + Associates") as
the Company's independent accountants for the Company's 1997 fiscal year.
Hein + Associates audited the Company's books for the 1996 fiscal year.
If the stockholders do not ratify this appointment, other independent
auditors will be considered by the Board of Directors. No representative
of Hein + Associates is expected to attend the annual meeting. The Board
of Directors recommends that the stockholders of the Company vote in
favor or ratifying the appointment of HEIN + Associates as the Company's
independent accountants for the Company's fiscal year ending December 31,
1997.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
Name Age Positions
J. W. Brown (1) 50 President, Secretary,
Treasurer and Director
Sheila Penn (2) 53 Assistant Secretary
(1) Member of the Board of Directors (See "Election of Directors" on
page 3 for additional information).
(2) Mrs. Penn has served as Assistant Secretary of the Company since
April, 1994. Mrs. Penn is also an employee of PCL.
EXECUTIVE COMPENSATION AND OTHER MATTERS
No officer or director received any compensation from the Company
during the year ended December 31, 1996. The Company has no formal
employment agreement with any of its officers or directors, and has no
retirement, profit sharing, pension or insurance plans covering them.
No officer received any bonus, restricted stock award, options or stock
appreciation rights, long-term incentive plan payouts, insurance or other
benefits from the Company during the year ended December 31, 1996.
STOCKHOLDER PROPOSALS
Stockholder proposals to be presented at the 1998 Annual Meeting
of Stockholders, for inclusion in the Company's Proxy Statement and form of
Proxy relating to that meeting, must be received by the Company by no later
than January 12, 1998 in order to be included in the proxy statement
and form of proxy relating to that meeting.
OTHER MATTERS
At the date of this Proxy Statement, the Company's management was not
aware that any matters not referred to in this Proxy Statement would be
presented for action at the meeting. If any other matters should come
before the meeting, the persons named in the accompanying form of Proxy
will have discretionary authority to vote all Proxies in accordance with
their best judgment, unless otherwise restricted by law.
By Order of the Board of Directors
J.W. Brown, Secretary
Dated: May 13, 1997
PROXY
UNITED TRANS-WESTERN, INC.
4809 Cole Avenue, Suite 340
Dallas, Texas 75205
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby (1) acknowledges receipt of the Notice of
the Annual Meeting of Stockholders of United Trans-Western, Inc. (the
"Company") dated May 29, 1997, and Proxy Statement in connection
therewith, and (2) appoints Messrs. J. W. Brown and David A. Pallett,
and each of them, his proxies with full power of substitution and
revocation for and in the name, place and stead of the undersigned, to
vote upon and act with respect to all of the shares of Common Stock of
the Company standing in the name of the undersigned, or with respect to
which the undersigned is entitled to vote and act, at said meeting and
any adjournments thereof, and with respect to each share of Common
Stock covered hereby, the undersigned directs his proxies to vote:
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
to vote for all
nominees listed
below
J. W. Brown, Douglas E. Fimrite, David A. Pallett, Scott B. Randolph
(INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name on the space provided below.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF HEIN + ASSOCIATES LLP AS
THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE 1997 FISCAL YEAR.
For Against Abstain
3. IN THEIR DISCRETION, ON ANY OTHER BUSINESS AS PROPERLY MAY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
For Against Abstain
This proxy will be voted as specified above. If no specification is
made, this proxy will be voted for the matters referred to under 1 and 2
above.
This proxy may be revoked prior to the exercise of the powers
conferred by this Proxy. The undersigned hereby revokes any proxy or
proxies heretofore given to vote or act with respect to such stock and
hereby ratifies and confirms all that the proxies, their substitutes, or
any of them, may lawfully do by virtue hereof.
Dated , 1997
Signature of Stockholder
Signature of Stockholder
Please date this Proxy and sign
your name as it appears hereon.
Where there is more than one
owner, each should sign. When
signed as an attorney,
administrator, executor, guardian
or trustee, please add your
title as such. If executed by a
corporation, this Proxy should
be signed in the full corporate
name by a duly authorized officer.
If executed by a partnership, this
Proxy should be signed in the
partnership name by an authorized
person.
IMPORTANT: To assure a quorum
and to avoid the expense and
delay of sending follow-up
letters, please mail this
Proxy promptly in the enclosed
envelope.
