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 South Yale Ave. Suite 700
Tulsa, Oklahoma 74136-5718
(918) 494-6055
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD JUNE 4, 1999
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, on June 4, 1999, 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 Magee Rausch & Shelton as the Company's
independent accountants for the fiscal year ending December 31,
1999;
(3) to transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on May 18, 1999 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 18, 1999, there were 1,914,396 shares of the Company's Common Stock
issued and outstanding.,
QUESTA OIL & GAS CO.
May 19, 1999 /s/ Warren L. Meeks
Warren L. Meeks
CEO
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PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, AND SIGN,
DATE AND RETURN THE PROXY CARD.
TO SAVE THE COST FOR FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY CARD
PROMPTLY.
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QUESTA OIL & GAS CO.
7030 South 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 June 4,
1999, 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 18, 1999.
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 adopting 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 May 18, 1999, 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.
Name and Address of Beneficial Number of Percent of
Owner Shares Class
Warren L. Meeks 590,814 30.9%
8629 So. Darlington
Tulsa, OK 74137 (1)
Alan W. Meeks 468,450 24.5%
11020 S. Richmond
Tulsa, OK 74137 (2)
Lowell C. Sund 37,000 1.9%
3087 Owens Court
Lakewood, CO 80215
Bruce L. Sturdevant 20,400 1.0%
505 Wrangler Road
Castle Rock, CO 80104
Donald A. Towner 5,866 0.3%
1517 E. 34th Street
Tulsa, OK 74105
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S. Alex Sund 600 0.03%
386 Boyd Street
Golden, CO 80403
All Officers and Directors as a group 1,123,130 58.63%
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(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 Management,
Inc. for which Warren L. Meeks is deemed to be the beneficial owner.
(2) Includes 20,450 shares owned by minor children of Alan W. Meeks.
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 proxy may vote for such other person or persons as hall 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 72 Chief Executive Officer, Director
Alan W. Meeks 45 President, Director
Lowell C. Sund 78 Secretary, Director
Bruce L. Sturdevant 76 Director
Donald A. Towner 45 Chief Financial Officer
S. Alex Sund 29 Director
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 served as an officer and director of Questa Oil &
Gas Co. 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 Questa Oil & Gas
Co. since 1981. He was employed as an exploration and development geologist
for Indian Wells 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 W. Meeks is the son of Warren L. Meeks.
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Lowell C. Sund has served as an officer and director of Questa Oil &
Gas Co. 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.
Bruce L. Sturdevant has served as a director of Questa Oil & Gas Co.
since 1984. Mr. Sturdevant is 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.
Donald A. Towner has served as an officer of Questa Oil & Gas Co. since
1989. Mr. Towner was the Accounting Manager for Utica National Bank and Trust
Co. in Tulsa, Oklahoma from 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.
S. Alex Sund has served as a director of Questa Oil & Gas Co. since
1998. Mr. Sund graduated from the University of Denver, 1992 with a B.A. in
Communication and 1993 with a M.B.A. in Marketing. Currently he serves as
Vice President and General Manager of Colorado Health, which 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, 1998. All of the directors attend each of these meetings.
The Company has 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. During the fiscal year ending December 31, 1998 the Audit
Committee met once. Each member of the Audit Committee attended this meeting.
Executive Compensation
The following table sets forth information relating to cash compensation
paid by the Company to the Chief Executive Officer and any other Officer who
received more than $100,000 in annual cash compensation from the Company during
the past fiscal year.
Name and Principal Fiscal Other All Other
Position Year Salary Bonus Compensation
Compensation
[1] [2] [3] [4]
Warren Meeks 1998 $110,400 $22,000 $2,390 $11,921
CEO 1997 $104,820 $20,000 $4,709 $12,496
Director 1996 $ 92,240 -0- $1,781 $11,800
Alan Meeks 1998 $105,600 $22,000 $1,269 $11,843
President 1997 $100,200 $20,000 $2,335 $11,981
Director 1996 $94,800 -0- $1,279 $11,306
[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 property categorized as salary or bonus:
auto usage and auto allowance.
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[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 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
executive officer, and the full dollar value of the remainder of the premiums
paid by, or on behalf of, the Company. In the case of Warren Meeks, the
amount represents Company contributions to a 401(k) pension plan
($9,400-1996, $10,096-1997, $9,521-1998) and directors fees ($2,400-1996,
$2,400-1997, $2,400-1998). In the case of Alan Meeks, the amount represents
Company contributions to a 401(k) pension plan ($8,906-1996, $9,581-1997,
$9,443-1998) and directors fees ($2,400-1996,$2,400-1997,$2,400-1998).
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The number of shares of the Company's common stock, owned by the officers
included in the table above, as of December 31, 1998, 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.
Name Shares Value
Warren Meeks 590,814 $ 2,363,256
Alan Meeks 468,450 $ 1,873,800
Employee Pension, Profit Sharing or Other Retirement Plans
Effective August 1, 1992, by action of the Board of Directors, the Company
adopted a defined contribution profit sharing plan with a 401(k) provision. The
plan calls for discretionary contribution to be made by the employer. The plan
also allows elective deferrals by plan participants of up to 10 percent of their
annual salary. Elective deferrals are being matched with Company contributions
of up to 6 percent of each participant's compensation. Contributions to this
plan and plan expenses totaled approximately $31,000 for 1996, 1997 and 1998.
Other than the 401(k) Plan described above, the Company does not have a defined
benefit, pension plan, profit sharing or retirement plan.
Compensation of Directors
Standard Arrangements. The Company pays each director $300 for each
meeting of the Board of Directors which the director personally attends and a
quarterly retainer fee of $300 per quarter. The Company has no standard
agreement pursuant to which directors of the Company are otherwise compensated
for any service provided as a director or for committee participation or special
assignment.
Other Arrangements. During the year ended December 31, 1998, and except as
disclosed above, no director of the Company received any form of compensation
from the Company.
Employment Agreements
The Company does not have an employment agreement with any of its
executive officers.
Stock Options
The Company does not have stock options or stock bonus plans. The Company
has not granted any stock options, stock appreciation rights or similar security
to any current officer or director of the Company.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Magee Rausch & Shelton, independent
certified public accountants, to audit the books and records of the Company for
the 1999 fiscal year. Magee Rausch & Shelton served as the Company's independent
public accountants for the fiscal year ended December 31, 1998. A representative
of Magee 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,
1998 will be sent to any shareholder of the Company upon request. Requests for s
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.
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SHAREHOLDER PROPOSALS
Any shareholder proposal which may properly be included in the proxy
solicitation material for the 2000 annual meeting of shareholders must be
received by the Secretary of the Company no later than February 1, 2000.
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 1998 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
judgement of the persons acting under the proxies.
Please complete, sign and return the enclosed proxy promptly. No postage
is required 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 Stockholder, to be held June 4, 1999, 3:00 p. 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 above named 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.
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/___/ FOR all nominees listed below (except as marked to the
contrary below)
(INSTRUCTION: TO WITHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S
NAME IN THE LIST BELOW)
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/___/ 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, 1999.
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/___/ FOR /___/ AGAINST /___/ ABSTAIN
To transact such other business as may properly come before the
meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VITED 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 _____, 1999.
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(Signature)
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(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.
