RULE 14F-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION PURSUANT TO SELECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
ENG Enterprises, Inc
5882 South 900 East
Suite 202
Salt Lake City, Utah 84121
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
June 22, 2000
This report is furnished by the Board of Directors of ENG
Enterprises, Inc., a Delaware corporation (the "Company"), to the
holders of Common Stock, $.01 par value per share, of the Company
(the "Common Stock") in connection with the proposed acquisition
by ENG Enterprises, Inc., of GOL India.com, Inc., (the
"Acquisition"). As a condition of the Acquisition, the following
persons will be appointed by the present board members to serve
on the board of directors of the Company: Christopher W.
Hartnett, William F. Hartnett, Jr., Daniel J. Hartnett, Larry
Chroman, Gary Saint Denis, Cary S. Glenner, Ben Jaffe and David
Morgan.
These appointees will constitute a majority of the members of the
board of directors following the Acquisition.
This information is provided for information purposes only. We
are not soliciting proxies in connection with the items described
herein. You are not required to respond to this report.
This report is first being mailed to shareholders on or about
June 22, 2000.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table lists, as April 10, 2000, the security
ownership of (i) all persons known by the Company to own
beneficially 5% or more of Common Stock; (ii) all executive
officers; and (iii) each director of the Company.
Title of Name and Address Amount and Percent
Class Of Beneficial Owner Nature of of Class
Beneficial Owner (1)
Common Jordan R. Smith D 23,328 4.92
7000 East Quincy Ave., #F416 I 60,533 (2) 12.77
Denver, Co 80237
Common Marsha Smith D 37,195 7.85
7000 East Quincy Ave., #F416 I 23,328 (3) 4.92
Denver, Co 80237
Common Robert L. Mehl D 9,967 2.10
13111 E. Briarwood Ave, #300 I 52,347 (4) 11.05
Englewood, Co 80112
Common Milagro Holdings, Inc. D 120,000 25.32
57 West 200 South, #310
Salt Lake City, Utah 84111
Common John Chymboryk, President 0 0
Common Shauna Chymboryk, Secretary 0 0
All Officers and Directors as a
Group (2 persons) 0 0
(1) Indirect and Direct ownership are referenced by an "I" or
"D", respectively. All shares owned directly are owned
beneficially and or record and such shareholder has sole voting,
investment, and dispositive power, unless otherwise noted.
(2) Represents 37,195 held of record by Marsha S. Smith, the
spouse of Jordan R. Smith, and 23,337 shares held of record by
the Jordan Smith Trust, of which Mr. Smith is trustee, all of
which shares may be deemed to be beneficially owned by Jordan
Smith.
(3) Represents shares held of record by Jordan Smith, spouse of
Marsha Smith, which shares may be deemed to be beneficially owned
by Marsha Smith.
(4) Represents shares held of record by the Mehl Family Limited
Partnership, of which Mr. Mehl may be deemed to be the beneficial
owner.
2
<PAGE>
NO CHANGE IN CONTROL
Since the beginning of the Company's last fiscal year, there has
been no change of control of the Company.
DIRECTORS AND OFFICERS
PRESENT OFFICERS AND DIRECTORS. None of the Company's current
officers and directors received any compensation for their
services. The Board of Directors has not established any standing
committees or subcommittees. In the past fiscal year, the Board
of Directors held three (3) meetings. All of the current
directors were directors as of the close of the last fiscal year.
The following persons currently serve as officers and directors
of the Company:
John Chymboryk
Shauna Chymboryk
NOMINEES. As of the date of this Report, there are 473,847
shares of the Company's Common Stock issued and outstanding. The
following persons will be appointed to serve as directors of the
Company upon consummation of the Acquisition pursuant to the
Company's Bylaws. Under the Bylaws, no shareholder approval is
required.
The nominees as are follows:
Christopher W. Hartnett
William F. Hartnett, Jr.
Daniel J. Hartnett
Larry Chroman
Gary Saint Denis
Cary S. Glenner
Ben Jaffe
David Morgan
The background information on each of the nominees is as follows:
Christopher W. Hartnett, Ph. D., is the founder and Chairman of
Global Online. Mr. Hartnett has been the Chairman of the Board of
Directors of the Company since its predecessor was founded in
1992. Mr. Hartnett chairs the Executive Board of the Company,
which is composed of Global Online's senior executives and
management. In 1979, Mr. Hartnett founded international Gemstone
Corporation and International Gemstone Partners, one of the first
limited partnerships for investment-grade gemstones and was
active in the investment gemstone industry form 1979 through
1994. From 1983 to 1990, Mr. Hartnett was a member of the Chicago
Mercantile Exchange. Mr. Hartnett specialized in international
currency arbitrage and futures on the S&P 500 index. Mr. Hartnett
was a founding member of the International Resale Council of the
Telecommunications Resellers Association, which is responsible
for developing and enforcing sound and ethical business practices
in the international telecommunications industry. In 1997, Mr
Hartnett was chosen to represent the United States government as
a member of the United
3
<PAGE>
States delegation to the International Telecommunication Union
in Geneva, Switzerland. Mr. Hartnett received the Iowa-Nebraska
Region Entrepreneur of the Year Award sponsored by Ernest &
Young, LLP, USA Today, and the NASDAQ Stock Market.
William F. Hartnett, Jr. is Chairman Emeritus of Global Online.
Mr. Hartnett has been with the Company as a founding member of
the Advisory Board since 1992 and as a Director since October
1996. Since 1961, Mr. Hartnett has been a real estate developer
in the United States and has developed approximately 260
commercial, residential and industrial real estate projects
including Lake Point Tower in Chicago; United Nations Plaza in
New York; Century City in Los Angeles; and Williams Center in
Tulsa, Oklahoma. Mr. Hartnett received his juris doctor form
Fordham University School of Law in 1949.
Daniel J. Hartnett has been a Director of Global Online since
October 1996, served on the Advisory Board of the Company from
1993 to 1996, and has been the Secretary and General Councel of
the Company since its inception in 1992. Since July 1996, he has
been a partner with the international law firm of McDermott, Will
and Emery. Mr. Hartnett was a partner at Hopkins & Sutter where
he practiced law from 1986 to 1996. Mr. Hartnett specialized in
securitization and telecommunications finance. Mr. Hartnett
serves on the Advisory Board for Northwestern University's J.L.
Kellogg Graduate School of Management in 1983 and his juris
doctor from Northwestern University's School of Law in 1986.
Larry Chroman has been the international President of Global
Online since November 1997. From June 1995 until November 1997,
Mr. Chroman served as the President of the Company. Mr. Chroman
ahs been a member of the Company's Executive Board since 1995.
For a period of three years prior to joining the Company, Mr.
Chroman was Vice President/Investments at Surya Financial, Inc.,
and managing partner at Zimmerman Capital Group, private
investment banks. Mr. Chroman was responsible for the
consummation of a wide range of investment transactions involving
stock, bond and real estate investments focusing on start-up
technology companies. Mr. Chroman received his master of
education degree from California State University at Los Angeles
in 1975.
Gary Saint Denis has been a Director of Global Online since
October 1996. From 1993 through October 1996, Mr. Saint Denis
served on the Advisory Board of the Company. Mr. Saint Denis is
the co-founder and has been the Chairman of Futuredontics, Inc.,
based in Santa Monica, California since 1986. Mr. Saint Denis is
also the co-founder and has been the Chairman of 1-800 Marketing
Services, Inc., one of the largest 800-number marketing services
in the United States since 1986. Mr. Saint Denis received his
bachelor's degree from Maharishi International University in
1979.
Cary S. Glenner has been a director of Global Online since
October 1996. From 1993 through October 1996, Mr. Glenner served
on the Advisory Board of the Company. Mr. Glenner is currently
with Guarantee Associates, LLC. Since 1992, Mr. Glenner has been
counsel to the real estate department of the law firm of Katten
Muchin & Zavis, Chicago, Illinois, where Mr. Glenner was a
partner from 1984 to 1992. Mr. Glenner was Treasurer of Guarantee
Reserve Life Insurance Company from 1994 to 1997. Mr. Glenner
received his juris doctor from Chicago-Kent/IIT in 1980.
Ben Jaffe has been a Director of the Company since October 1996.
Mr. Jaffe has served the Company in an investment and advisory
capacity since 1992. From 1993 through October 1996,
4
<PAGE>
Mr. Jaffe served on the Advisory Board of Global Online. Mr.
Jaffe was the Chairman of Guarantee Reserve Insurance Company
from July 1997 to June 1998. From 1990 to 1997, Mr. Jaffe was the
President and Chief Operating Officer of Guarantee Reserve
Insurance Company. Mr. Jaffe has served on the boards of
directors of numerous corporations and banks located in the
Midwest. Mr. Jaffe received his master of business administration
degree from Harvard Business School in 1966.
David Morgan has been a Director of Global Online since February
1999. From 1997 until his retirement in May of 1998, Mr. Morgan
held the position of Chairman of M&G Group, PLC, a London-based
investment company. From 1994 to 1997, he held the position of
Managing Director of M&G Group, PLC. From 1990 to 1994, Mr.
Morgan served as Managing Director of M&G, Limited. During this
time, he was appointed to the Board of Directors of M&G Group,
PLC. Between 1988 and 1990, he was Director in charge of Pension
Fund Investments for M&G Group, PLC. Mr. Morgan received his
bachelor's degree with honors from Oxford University.
Following the Acquisition, John Chymboryk and Shauna Chymboryk
are expected to resign as an officer and director of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires the Company's directors and
executive officers, and persons who own more than 10% of the
Common Stock, to file with the Securities and Exchange Commission
(the "SEC") initial reports of beneficial ownership ("Forms 3")
and reports of changes in beneficial ownership of Common Stock
and other equity securities of the Company ("Forms 4").
Officers, directors, and greater than 10% shareholders of the
Company are required by SEC regulations to furnish to the Company
copies of all Section 16(a) reports that they file. To the
Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company, all Section 16(a) filing
requirements applicable to its officers, directors, and greater
than 10% beneficial owners were complied with for the year ended
December 31, 1999.
ENG Enterprises, Inc.
By Order of the Board of Directors
/s/ John Chymboryk
President
5
<PAGE>
