<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
NESS ENERGY INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] 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:
-----------------------------------------------------------------------
(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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<PAGE> 2
NESS ENERGY INTERNATIONAL, INC.
Notice of Annual Meeting of Stockholders
to be held November 5, 1999
Willow Park, Texas
October 11, 1999
PLEASE TAKE NOTICE that the Annual Meeting of the Stockholders of Ness Energy
International, Inc., formerly known as Kit Karson Corporation, will be held on
November 5, 1999 at the Green Oaks Hotel, 6901 West Freeway, Fort Worth, Texas
(Phone: 817-737-4486). The meeting will convene at 1:30PM Central Standard Time
for the following purposes:
(1) For the election of directors:
(2) To ratify the selection of Weaver and Tidwell L.L.C. as independent
auditor for 1999; and
(3) For the transaction of such other business as may properly come before
this meeting.
The transfer books of the Company will not be closed, but only stockholders of
record at the close of business on September 30, 1999 will be entitled to vote
at the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND DATE THE
ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE TO ASSURE
YOUR REPRESENTATION AT THE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR
TO ITS EXERCISE BY GIVING NOTICE TO THE COMPANY OR BY ATTENDING THE MEETING AND
VOTING IN PERSON. YOUR VOTE IS IMPORTANT.
Mary Gene Stephens
Secretary
PROXY STATEMENT
NESS ENERGY INTERNATIONAL, INC.
4201 East Interstate 20
Willow Park, Texas 76087
(817) 341-1477
The following information is furnished to stockholders of Ness Energy
International, Inc. (the "Company") in connection with the solicitation by the
Board of Directors of the Company of proxies to be used at the Annual Meeting
(the "Meeting") of Stockholders to be held on November 5, 1999 and at any
adjournment thereof. All properly executed proxies will be voted in accordance
with the instructions contained thereon, and if no choice is specified, the
proxies will be voted for the election of all the directors named and in favor
of each proposal set forth in the Notice of Meeting.
<PAGE> 3
Any Ness Energy shareholder has the power to revoke his Proxy before its
exercise at the Annual Meeting or any adjournment thereof by: (1) giving written
notice of revocation to the Secretary of the Company, Mary Gene Stephens, 4201
East Interstate 20, Willow Park, Texas 76087, prior to the Annual meeting; (2)
giving written notice of revocation to the Secretary at the Annual Meeting; or
(3) signing and delivering a Proxy bearing a later date. However, the mere
presence at the Annual Meeting of a shareholder who has executed and delivered a
valid Proxy will not revoke such Proxy.
There are no dissenters' rights of appraisal. Neither the By-laws nor corporate
law of the Company's state of Incorporation call for any dissenters' rights of
appraisal.
This proxy statement will be transmitted to stockholders on or about October 11,
1999.
VOTING
The voting securities of the Company consist of shares of its common stock with
no par value (the "Common Stock"). Holders of record of the Common Stock at the
close of business on September 30, 1999 will be entitled to vote at the Meeting.
Each share of Common Stock entitles its owner to one vote, and cumulative voting
is not allowed. The number of shares outstanding of the Common stock at the
close of business on September 30, 1999 was 53,894,801.
The holders of record of 50.1% of the outstanding shares of the Common Stock
will constitute a quorum for the transaction of business at the Meeting, but if
a quorum should not be present, the Meeting may adjourn from time to time until
a quorum is obtained.
A majority of the shares represented and entitled to vote at the meeting are
required for an affirmative vote. An abstained vote will be counted in
determining a quorum, but will not be counted as a vote either for or against
the issues.
ELECTION OF DIRECTORS
At the Meeting, three directors are to be elected who shall hold office until
the next following Annual Meeting of Shareholders or until their successors are
duly elected and qualified. In the absence of instructions to the contrary, it
is the intention of the persons named in the enclosed form of proxy to vote such
proxy for the election of the nominees named below. If any of the nominees named
below are unable or unwilling to serve as a director (an event which the Company
does not anticipate), the persons designated as proxies will vote for the
remaining nominees and for such other persons as they may select. The nominees
for the three (3) directorships, all of whom presently serve as directors, are
set out below:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Harold "Hayseed" Stephens 60 President, CEO & Director
Ivan Webb 48 CFO & Director
Richard Nash 57 Director
</TABLE>
There are no family relationships between the directors.
<PAGE> 4
HAROLD "HAYSEED" STEPHENS, President, Chief Executive Officer & Director, of
Willow Park, Texas, graduated from Hardin-Simmons University in 1961 with a BS
degree. Mr. Stephens founded Hayseed Stephens Oil, Inc. in 1983 for domestic oil
and gas operations primarily in Texas and Oklahoma. He also founded Hesed Energy
International, Inc. in 1994 for international operations focusing on Israel for
oil and gas concessions. On December 22, 1997 he acquired controlling interest
of the Company, then called Kit Karson Corporation.
Mr. Stephens has more than 35 years of experience in the oil and gas business
and has participated in the drilling of over 150 oil and gas wells. In 1980,
Stephens became an independent non-denominational minister, and in 1981 founded
The Living Way Ministries in Willow Park, Texas. Since 1982, he has made 64
trips to Israel working on his proposal to drill an oil or gas well at the
southwest corner of the Dead Sea.
IVAN W. WEBB, Chief Financial Officer and Director, of Cisco, Texas, received
his Bachelor of Business Degree in Business Administration from Tarleton State
University (Texas A&M Branch) in 1978. He was instrumental in the preparation of
four domestic oil and gas public stock offerings. Mr. Webb has been involved in
the negotiations for the acquisition of more than 200 producing oil and gas
properties within the United States during his career. He has international
experience through negotiating with governments for oil and gas concessions in
Australia and gold and diamond leases in Guyana, South America. In 1997, he was
a part of a management team of a Canadian public company that successfully
negotiated a bauxite license over one of the richest deposits in all of Asia. In
addition to his capacity in the Company, he is also President of Black Giant Oil
Company and a Director of Signature Motorcars Inc., public companies listed on
the Electronic Bulletin Board.
RICHARD W. NASH, Director, received his B. S. degree in 1970 from East Texas
State University. He received his Masters of Education degree from East Texas
State University in 1971. In 1980, he received his Doctor of Education degree
from Texas A&M (Commerce, Texas branch). Dr. Nash is the pastor of Victory
Temple Church in Enloe, Texas since 1988. Victory Temple is associated with the
Living Way Ministries, Willow Park, Texas. During the past five years, Dr. Nash
has been retired and has assisted Mr. Hayseed Stephens in his ministry in South
Africa as well as in Israel. He has made one trip to South Africa and four trips
to Israel, the first of which accompanied Mr. Stephens and three other oil men
to meet with the Israeli government in 1990. From 1980 to 1994, Dr. Nash was an
Assistant Superintendent of Prairiland ISD until he retired.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
An affirmative vote of the holders of a majority of the issued and outstanding
shares of Common stock is necessary for the election of directors.
The Board of Directors recommends a vote for the above named directors to be
elected as directors to hold office until the next Annual Meeting or until their
successor is duly elected and qualified.
<PAGE> 5
BOARD AND COMMITTEE MEETINGS
During 1998 the Company held four director meetings. Subsequent to the end of
1998 the Company held five meetings prior to September 1, 1999. There were no
committee meetings held during 1998. No committee meetings were held prior to
September 1, 1999.
MANAGEMENT
All of the Company's executive officers serve a term of one year or until their
successors are elected or appointed and qualified. The following table sets
forth certain information with respect to the executive officers of the Company:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Harold "Hayseed" Stephens* 60 President, CEO & Director
Mary Gene Stephens* 59 Secretary & Treasurer
Ivan Webb 48 CFO & Director
</TABLE>
*Harold "Hayseed" Stephens and Mary Gene Stephens are husband and wife. There
are no other family relationships between the directors and officers.
See Election of Directors for biographical information on Harold Stephens and
Ivan Webb.
MARY GENE STEPHENS, Secretary & Treasurer, has been involved in office
administration and day to day bookkeeping and correspondence for Hayseed
Stephens Oil Inc. and Ness International Energy Inc. for the past 15 years. Mrs.
Stephens has also been involved in preparing drilling proposals, Joint Venture
billing and income distribution.
COMPENSATION
The following table shows the annual compensation for the officers of Ness
Energy International, Inc. formerly known as Kit Karson Corporation for 1999:
<TABLE>
<CAPTION>
Name and Principal Position Salary
---------------------------------------------------------------
<S> <C>
Hayseed Stephens, President & CEO $60,000
Ivan Webb Chief Financial Officer $36,000
Mary Gene Stephens, Secretary/Treasurer $18,000
</TABLE>
All compensation and other arrangements between the Company and its officers and
directors are to be approved by a Compensation Committee of the Board of
Directors, a majority of whom are to have no affiliation or relationship with
the Company other than as directors. Directors are not compensated for
attendance at meetings of the Board, although certain travel expenses relating
to attending meetings are reimbursed.
COMPENSATION COMMITTEE REPORT
No employment contracts are currently outstanding as of this date.
<PAGE> 6
PERFORMANCE GRAPH
The Company has been inactive and dormant with no market for its common stock
from 1987 through January 22, 1998. A comparison of the Company to the NASDAQ
Stock Market or NASDAQ Non-Financial Stock would not be representative of the
Company, as it only resumed trading on January 23, 1998 with an opening bid of
$0.04 per share. The bid stock price on September 24, 1999 was $2.25. The stock
symbol on the Electronic Bulletin Board is NESS.
CERTAIN TRANSACTIONS
On October 8, 1997, the management of the Company entered into an agreement with
Hayseed Stephens where he would take over operations in conjunction with vending
in certain oil and gas leases. Included in the agreement, Mr. Stephens agreed to
cause the accounting and filings to become current with the Securities and
Exchange Commission and other regulatory authorities.
Change of control of the Company from Mr. Sykes to Mr. Stephens was on December
22, 1997. At the time of change of control it was mutually agreed between these
two parties that Mr. Sykes would receive the assets of the Company (certain
stocks and a small oil and gas interest - valued at $4,622), as compensation for
taking care of the Company during the dormant years and that Mr. Stephens would
vend in an oil and gas asset (Greenwood Gas Field) located in Parker County,
Texas for 14,150,000 shares of stock.
Both Hayseed Stephens and Ivan Webb, officers and directors of the Company, have
invested in the oil and gas business, either directly or through entities in
which they have an interest. Certain of these interests could directly compete
with the interests of the Company. Although the Company is not aware of any
present conflicts of interest, such present or future activities on the part of
the officers and directors could directly compete with the interests of the
Company. If the Company should enter into future transactions with its officers,
directors or other related parties, the terms of any such transactions will be
as favorable to the Company, as those which could be obtained from an unrelated
party in an arm's length transaction.
PRINCIPLE STOCKHOLDERS
The following table sets forth as of September 30, 1999 information concerning
the beneficial ownership of common stock by all holders of over 5%, by all
directors and all directors and officers of the Company as a group based on
53,894,801 shares outstanding.
<TABLE>
<CAPTION>
Name and Address Number of Percent
Title of Class of Beneficial Owner Shares Owned of Class
- -------------- ------------------- ------------ --------
<S> <C> <C> <C>
Common Stock Hayseed Stephens* 27,422,456** 50.88%
No Par Value 365 Cook Road
Willow Park, Texas 76087
Common Stock Mary Gene Stephens* -0- -0-
No Par Value 365 Cook Road
Willow Park, Texas 76087
</TABLE>
<PAGE> 7
Principle Stockholders Table Continued:
<TABLE>
<CAPTION>
Name and Address Number of Percent
Title of Class of Beneficial Owner Shares Owned of Class
- -------------- ------------------- ------------ --------
<S> <C> <C> <C>
Common Stock Ivan Webb -0- -0-
No Par Value 901 West 6th Street
Cisco, Texas 76437
Common Stock Richard Nash -0- -0-
No Par Value 245 33rd Street
Paris, Texas 75460
All directors and officers as a group (4 persons) 27,422,456 50.88%
</TABLE>
*Harold "Hayseed" Stephens and Mary Gene Stephens are husband and wife. There
are no other family relationships between the directors and officers.
**This amount includes 14,150,000 shares owned by Hayseed Stephens Oil Inc. of
which Hayseed Stephens is owner and president.
RATIFICATION OF THE SELECTION OF AUDITORS
The Board of Directors recommends that the shareholders ratify the selection of
Weaver and Tidwell L.L.P. of Fort Worth, Texas, to auditors for the Corporation
for 1998 and 1999. A representative of the firm is expected to be present at the
meeting. They will have the opportunity to make a statement, if they desire to
do so, and to respond to appropriate questions raised at the meeting.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
The affirmative votes of the holders of a majority of the issued and outstanding
shares of Common Stock is necessary for the ratification of the selection of
accountants. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THIS
PROPOSAL.
FINANCIAL STATEMENTS
Financial statements are included in this Proxy Statement as they are deemed
necessary for the exercise of prudent judgment by the stockholders with respect
to any proposal to be submitted at this Meeting. The SEC Form 10-KSB of the
Company for the year ended December 31, 1998, including audited financial
statements and, SEC Form 10-QSB for the six months ended June 30, 1999 accompany
this Proxy Statement, and are deemed to be a part of the proxy soliciting
material.
<PAGE> 8
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before this
Annual Meeting. However, if other matters should come before the meeting, it is
the intention of each person named in the proxy to vote such proxy in accordance
with his judgment on such matters. The Board of Directors has no standing audit,
nominating, or compensation committee.
STOCKHOLDERS PROPOSALS
Any interested stockholder may submit a proposal concerning the Company to be
considered by the Board of Directors of the Company for inclusion in the proxy
statement and form of proxy relating to next year's Annual Meeting of
Stockholders. In order for any proposal to be so considered by the Board for
inclusion in the proxy statement, all proposals must be in writing in proper
form and received by the Company on or before April 1, 2000. Any stockholder so
interested may do so by submitting such proposal to: Ness Energy International,
Inc., 4201 I-20 East Service Road, Willow Park, Texas 76087.
PROXY SOLICITATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. THE
SOLICITATION WILL BE BY MAIL.
The entire expense of preparing, assembling, printing and mailing the proxy form
and the material used in the solicitation of proxies will be paid by the
Company. The Company will request banks and brokers to solicit their customers
who beneficially own common stock of the Company listed in the names of nominees
and will reimburse said banks and brokers for the reasonable out-of-pocket
expenses of such solicitation. In addition to the use of the mails, solicitation
may be made by the employees of the Company by telephone, telegraph, cable and
personal interview. The Company does not expect to pay any compensation to such
persons, other than their regular compensation, for their services in the
solicitation of proxies.
BY ORDER OF THE BOARD OF DIRECTORS
Hayseed Stephens
President & Chairman
Willow Park, Texas
October 11, 1999
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY, STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED TO DATE,
SIGN AND MAIL THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
<PAGE> 9
PROXY
NESS ENERGY INTERNATIONAL, INC.
(FORMERLY KNOWN AS KIT KARSON CORPORATION)
(A Washington Corporation)
4201 East Interstate 20
Willow Park, Texas 76087
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF KIT KARSON CORPORATION.
This undersigned hereby appoints Hayseed Stephens, Ivan Webb, and Mary Gene
Stephens, or any of them (with full power to act alone and to designate
substitutes), proxies of the undersigned, with authority to vote and act with
respect to all shares of the common stock of Ness Energy International, Inc.
that the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders to be held on November 5, 1999 at 1:30 p.m.
(Central Standard Time) at the Green Oaks Hotel, 6901 West Freeway, Fort Worth,
Texas and at any adjournment thereof, upon the matters noted below and upon any
other matters that may properly come before the Meeting or any adjournment
thereof. Said proxies are directed to vote as checked below upon the following
matters, and otherwise in their discretion. An abstained vote will be counted in
determining a quorum, but will not be counted as a vote either for or against
the issues.
(1) To elect directors, the following nominees: Hayseed Stephens, Ivan Webb and
Richard Nash
( ) FOR all of the foregoing nominees
( ) WITHHOLD AUTHORITY to vote for all of the foregoing nominees
( ) ABSTAIN
NOTE: TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THAT NOMINEE'S NAME. UNLESS AUTHORITY TO VOTE FOR ALL OF THE FOREGOING NOMINEES
IS WITHHELD, THIS PROXY WILL BE DEEMED TO CONFER AUTHORITY TO VOTE FOR EACH
NOMINEE WHOSE NAME IS NOT STRUCK.
(2) To ratify the selection of Weaver and Tidwell L.L.C. as the independent
auditor for 1999.
VOTE FOR VOTE AGAINST ABSTAIN
( ) ( ) ( )
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IN THE ABSENCE OF SPECIFIC DIRECTIONS, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS NAMED AND FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS. If any further
business is transacted at the Meeting, this Proxy will be voted in accordance
with the best judgment of the proxies. The Board of Directors recommends a vote
FOR each of the listed propositions. This Proxy may be revoked prior to its
exercise.
Note: Please sign exactly as name(s) appear on the stock certificate. An
attorney, executor, administrator, trustee or guardian or other fiduciary should
sign as such. ALL JOINT OWNERS MUST SIGN.
Dated:
-------------------------------- -----------------------------------
Signature of Stockholder(s)
-----------------------------------
Signature of Stockholder(s)
