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SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
QUESTA OIL & GAS CO.
(Name of Registrant as Specified In Its Charter)
William T. Hart - Attorney for Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 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:
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:
4) Proposed maximum aggregate value of transaction:
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[ ] 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 No.:
3) Filing Party:
4) Date Filed:
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QUESTA OIL & GAS CO.
7030 Yale Ave.
Suite 700
Tulsa, Oklahoma 74136-5718
(918) 494-6055
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD JUNE 4, 1998
To the Shareholders:
Notice is hereby given that the annual meeting of the shareholders of
Questa Oil & Gas Co. (the "Company") will be at 7030 South Yale Avenue, Suite
700, Tulsa, Oklahoma, 74136-5718 on June 4, 1998, at 10:00 A.M., for the
following purposes:
(1) to elect the directors who shall constitute the Company's Board of
Directors for the ensuing year;
(2) to ratify the appointment of Magree Rausch & Shelton as the Company's
independent accountants for the fiscal year ending December 31, 1998; to
transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on May 1, 1998 as the
record date for the determination of shareholders entitled to notice of and to
vote at such meeting. Shareholders are entitled to one vote for each share held.
As of May 1, 1998, there were 1,920,392 shares of the Company's Common Stock
issued and outstanding.
QUESTA OIL & GAS CO.
May 4, 1998 By Warren L. Meeks
----------------
President
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, AND SIGN,
DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST OF FURTHER SOLICITATION PLEASE MAIL YOUR PROXY CARD PROMPTLY.
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QUESTA OIL & GAS CO.
7030 Yale Ave.
Suite 700
Tulsa, Oklahoma 74136-5718
(918)-494-6055
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of the
Company for voting at the annual meeting of shareholders to be held on June 4,
1998, and at any and all adjournments of such meeting. If the proxy is executed
and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposals set forth in the accompanying notice of the annual meeting of
shareholders. Shareholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address set forth
on page one or in person at the time of the meeting. Additionally, any later
dated proxy will revoke a previous proxy from the same shareholder. This proxy
statement was mailed to shareholders of record on or about May 4, 1998.
There is one class of capital stock outstanding. Provided a quorum
consisting of a majority of the shares entitled to vote is present at the
meeting, the affirmative vote of a majority of the shares of Common Stock voting
in person or represented by proxy is required to elect directors and to approve
the other proposals to come before the meeting. Cumulative voting in the
election of directors is not permitted. The adoption of any other proposals to
come before the meeting will require the approval of a majority of votes cast at
the meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of March 31, 1998, information with
respect to the only persons owning beneficially 5% or more of the outstanding
Common Stock and the number and percentage of outstanding shares owned by each
director and officer and by the officers and directors as a group. Unless
otherwise indicated, each owner has sole voting and investment powers over his
shares of Common Stock. The shares owned by the Company's officers and directors
have been adjusted to give effect to stock splits approved by the Company's
shareholders in February 1998, the net effect of which was a two-for-one foward
split.
Number of Percent of
Name and Address Shares (1) Class (3)
- ---------------- --------- -----------
Warren L.Meeks 590,814 30.5%
8629 So. Darlington
Tulsa, OK 74137 (1)
Alan W. Meeks 469,250 24.3%
11020 S. Richmond
Tulsa, OK 74137 (2)
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Number of Percent of
Name and Address Shares (1) Class (3)
- ---------------- --------- -----------
Lowell C. Sund 36,000 1.9%
3087 Owens Court
Lakewood, CO 80215
Bruce L. Strudevant 20,400 1.0%
505 Wrangler Road
Castle Rock, Co 80104
Donald A. Towner 5,750 0.3%
1517 E. 34th Street
Tulsa, OK 74105
S. Alex Sund -- --
519 Washington Avenue
Golden, CO 80403
All Officers and Directors
as a Group (Six Persons) 1,122,214 58.0%
(1) Includes 272,500 shares owned of record by Faith J. Meeks, the wife of
Warren L. Meeks, and 26,114 shares owned by American Petro Mangement, Inc. for
which Warren L. Meeks is deemed to be the beneficial owner.
ELECTION OF DIRECTORS
Unless the proxy contains contrary instructions, it is intended that
the proxies will be voted for the election of the directors listed below to
serve until the next annual meeting of shareholders and until their successors
shall be elected and shall qualify.
All nominees have consented to serve if elected. In case any nominee
shall be unable or shall fail to act as a director by virtue of an unexpected
occurrence, the proxies may be voted for such other person or persons as shall
be determined by the persons acting under the proxies in their discretion.
The Company's present officers and directors are as follows:
Name Age Position
Warren L. Meeks 71 President, Director
Alan W. Meeks 44 Vice President, Director
Lowell C. Sund 77 Secretary, Director
Donald A. Towner 44 Controller, Treasurer
Bruce L. Sturdevant 75 Director
S. Alex Sund 28 Director
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Warren Meeks, Alan Meeks and Donald Towner devote their full time to
the affairs of the Company. Lowell C. Sund, Bruce L. Sturdevant and S. Alex Sund
devote such time as is necessary to the affairs of the Company.
The following sets forth certain background information concerning the
Company's officers and directors:
Warren L. Meeks has been a President and a Director of the Company since
1981. Mr. Meeks was Treasurer of Brent Exploration, Inc. in Denver, Colorado
from 1978 to 1981. From 1975 to 1978, he was Treasurer of Anderson Petroleum,
Inc. and Anderson Resources, Inc. Prior to his association with Anderson
Petroleum and Anderson Resources, Mr. Meeks served for 18 years in various
capacities with Apache Corporation. Mr. Meeks received his Bachelor of Science
degree in business administration from the University of Tulsa.
Alan W. Meeks has served as an officer and director of the Company
since 1981. He was employed as an exploration and development geologist for
Indian Well Oil Company in Tulsa, Oklahoma from 1979 to 1981. From 1977 to 1979,
he was an exploration and development geologist for Apache Corporation. Mr.
Meeks received his Bachelor of Science degree in geology from the University of
Tulsa. Alan Meeks is the son of Warren Meeks.
Lowell C. Sund has served as an officer and director of the Company
since 1981. In 1982, Mr. Sund retired as Director, Executive Vice-President and
Secretary of Adolph Coors Company where he had been employed since 1947.
Donald A. Towner has been Controller/Treasurer for the Company since
September 1989. Mr. Towner was the Accounting Manager for Utica National Bank
and Trust Co. in Tulsa, Oklahoma form 1987 to 1989. Prior to that he was Revenue
Accounting Manager for Cotton Petroleum Corporation in Tulsa, Oklahoma. Mr.
Towner received his Bachelor of Science degree in Accounting from California
State University, Fresno.
Bruce L. Sturdevant has been a Director of the Company since 1984. Mr.
Sturdevant has also been a Partner Emeritus of the consulting engineering firm
of R.W. Beck & Associates, Denver, Colorado since 1969. From 1948 to 1969, he
was employed by Stanley Consultants, Inc., rising to the position of
Vice-President and Director. Mr. Sturdevant received his Bachelor of Science
degree in mechanical engineering from the University of Iowa.
S. Alex Sund was appointed as Director of the Company on March 11, 1998.
Mr. Sund graduated from the University of Denver in 1992 with a B.A. in
communication and in 1993 with a M.B.A. in marketing. Currently he serves as
Vice President and General Manager of Colorado Health, Inc. Colorado Health
operates General Nutrition Center franchise stores in Boulder, Colorado and
Scottsdale, Arizona. S. Alex Sund is the grandson of Lowell C. Sund.
The Company's Board of Directors met four times during the year ending
December 31, 1997. All of the Directors attended each of these
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meetings. Effective March 11, 1998 the Company formed an Audit Committee
comprised of Warren Meeks, Alex Sund and Bruce Sturdevant. The purpose of the
Audit Committee is to review and approve the selection of the Company's
auditors, review the Company's financial statements with the Company's
independent auditors, and review and discuss the independent auditor's
management letter relating to the Company's internal accounting controls.
Executive Compensation
The following table sets forth information relating to the compensation
paid by the Company to its Chief Executive Officer and any other Officer who
received more than $100,000 in annual cash conpensation from the Company during
the past fiscal year.
Annual Compensation
All
Other Other
Annual Com-
Name and Compen- pensa-
Principal Fiscal Salary Bonus sation tion
Position Year (1) (2) (3) (4)
- --------- ------ ------- ------- ------- -----
Warren Meeks 1997 $104,820 $20,000 $4,709 $12,496
President 1996 $99,240 -- $1,781 $11,800
1995 $99,740 $5,000 $2,681 $11,489
Alan Meeks 1997 $100,200 $20,000 $2,335 $11,981
Vice-President 1996 $94,800 -- $1,279 $11,306
1995 $90,300 $5,000 $2,999 $10,973
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
Amounts in the table represent automobile allowances.
(4) All other compensation received that the Company could not properly report
in any other column of the Table including annual Company contributions or
other allocations to vested and unvested defined contribution plans, and the
dollar value of any insurance premiums paid by, or on behalf of, the Company
with respect to term life insurance for the benefit of the named
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executive officer, and the full dollar value of the remainder of the
premiums paid by, or on behalf of, the Company. In case of Warren Meeks, the
amount represents Company contributions to a 401(k) pension plan ($9,289-1995,
$9,400-1996, $10,096-1997) and directors fees ($2,200-1995, $2,400-1996,
$2,400-1997). In case of Alan Meeks, the amount represents Company contributions
to a 401(k) pension plan ($8,773-1995, $8,906-1996, $9,581-1997) and directors
fees ($2,200-1995, $2,400-1996, $2,400-1997).
The number of shares of the Company's common stock, owned by the
officers included in the table above, as of December 31, 1997, and the value of
such shares at such date, based upon the market price of the Company's common
stock are shown below. Dividends may be paid on shares of restricted stock owned
by the Company's officers and directors, although the Company has no plans to
pay dividends. The number and value of the shares in the table have been
adjusted for stock splits, the net effect of which was a two-for-one foward
split, approved by the Company's shareholders in February 1998.
Name Shares Value
Warren Meeks 590,814 $2,806,000
Alan Meeks 469,250 $2,229,000
Employee Pension, Profit Sharing or Other Retirement Plans
Effective August 1, 1992, the Company adopted a defined contribution
profit sharing plan with a 401(k) provision. The plan calls for discretionary
contributions to be made by the employer. The plan also allows elective
deferrals by plan participants of up to 10 % of their annual salary. Elective
deferrals are matched with Company contributions of up to 6 % of each
participant's compensation. Contributions to this plan and plan expenses totaled
approximately $31,000 during 1995, 1996 and 1997. Other than the plan described
above, the Company does not have a defined benefit, pension, profit sharing or
retirement plan.
Compensation of Directors
Standard Arrangements. The Company pays each directors $300 for each
meeting of the Board of Directors which the director personally attends and a
quarterly retainer fee of $300. The Company has no standard agreement pursuant
to which directors of the Company are otherwise compensated for any services
provided as a director or for committee participation or special assignments.
Other Arrangements. During the year ended December 31, 1997, and except
as disclosed above, no director of the Company received any form of compensation
from the Company.
<PAGE>
Employment Contracts
The Company does not have any employment contracts with any of its
officers.
Stock Options
The Company does not have any stock options or stock bonus plans. The
Company has not granted any stock options, stock appreciation rights or any
similiar security to any current officer or director of the Company.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Magree Rausch & Shelton,
independent certified public accountants, to audit the books and records of the
Company for the 1998 fiscal year. Magree Rausch & Shelton served as the the
Company's independent public accountants for the fiscal year ended December 31,
1997. A representative of Magree Rausch & Shelton is not expected to be present
at the shareholders' meeting.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K for the year ending December
31, 1997 will be sent to any shareholder of the Company upon request. Requests
for a copy of this report should be addressed to the Secretary of the Company at
the address provided on the first page of this proxy statement.
SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the 1999 annual meeting of shareholders must be
received by the Secretary of the Company no later than February 1, 1999.
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement, and all other costs in connection with
solicitation of proxies will be paid by the Company including any additional
solicitation made by letter, telephone or telegraph. Failure of a quorum to be
present at the meeting will necessitate adjournment and will subject the Company
to additional expense. The Company's annual report, including financial
statements for the 1997 fiscal year, is included in this mailing.
Management of the Company does not intend to present and does not have
reason to believe that others will present any other items of business at the
annual meeting. However, if other matters are properly presented to the meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
Please complete, sign and return the enclosed proxy promptly. No postage is
required if mailed in the United States.
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QUESTA OIL & GAS CO.
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of the Company, acknowledges receipt of the
Notice of the Annual Meeting of Stockholders, to be held June 4, 1998, 10:00
A.M. local time, at the officers of the Company, 7030 S. Yale, Suite 700, Tulsa
Oklahoma, and hereby appoints Warren Meeks and/or Alan W. Meeks with the power
of substitution, as Attorneys and Proxies to vote all the shares of the
undersigned at said annual meeting of stockholders and at all adjournments
thereof, hereby ratifying and confirming all that said Attorneys and Proxies may
do or cause to be done by virtue hereof. The abovenamed Attorneys and Proxies
are instructed to vote all of the undersigned's shares as follows:
(1) To elect the directors who shall constitute the Company's Board of
Directors for the ensuing year.
/ / FOR all nominees listed below (except as marked to the contrary
below)
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S
NAME IN THE LIST BELOW)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
Nominees: Warren L. Meeks, Alan W. Meeks, Lowell C. Sund, Bruce L. Sturdevant,
S. Alex Sund
(2) To ratify the appointment of Magree Rausch & Shelton as the Company's
independent accounts for the fiscal year ending December 31, 1998.
/ / FOR / / AGAINST / / ABSTAIN
To transact such other business as may properly come before the
meeting.
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
AS DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DISCRETION IS
INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF ITEMS 1 AND 2.
Dated this_______ day of____________ , 1998.
_______________________________________-
(Signature)
_______________________________________
(Signature)
Please sign your name exactly as it appears on your
stock certificate. If shares are held jointly, each
holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
Please Sign, Date and Return this Proxy so that your
shares may be voted at the meeting.
<PAGE>
Hart & Trinen L.L.P.
Attorneys at Law
1624 Washington Street
Denver, Colorado 80203
303-839-0061
303-839-5414 (fax)
April 14, 1998
Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C. 20549
Re: Questa Oil & Gas Co.
Commission File No. 0-9965
On behalf of the above-captioned Company, enclosed herewith please find
a copy of the Company's Definitive Proxy Statement and proxy. These materials
will be mailed to the security holders of the Company on May 4, 1998.
Very truly yours,
HART & TRINEN, L.L.P.
By William T. Hart
WTH:sa
Enclosures
