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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
UTAH RESOURCES INTERNATIONAL, INC.
(Name of Issuer)
COMMON
(Title of Class of Securities)
917518 102
(CUSIP Number)
MARK TECHNOLOGIES CORPORATION
ONE SANSOME STREET, SUITE 1900,
SAN FRANCISCO, CA 94104
(415) 984-3137
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
DECEMBER 22, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement /X/.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
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1) Name of Reporting Person: Mark Technologies Corporation
Federal Tax ID No. 94-2807471
2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
3) SEC Use Only...............
4) Source of Funds -- 00.
5) Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /.
6) Citizenship or Place of Organization -- California.
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power -- 201,310.
(8) Shared Voting Power -- None.
(9) Sole Dispositive Power -- 201,310.
(10) Shared Dispositive Power -- None.
11) Aggregate Amount Beneficially Owned by Each Reporting Person -- 201,310
shares.
12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares / /.
13) Percent of Class Represented by Amount in Row (11) -- 11.3%**.
14) Type of Reporting Person -- CO.
**Note: Based on information contained in public filings of the Issuer.
Status of certain shares of common stock recently issued by
Issuer is not discernable, and a change in the issued status of
such shares may result in an increase in the percentage figure
shown.
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ITEM 1. SECURITY AND ISSUER.
This statement relates to common stock of Utah Resources International,
Inc. ("URI" or the "Company"), whose principal executive offices are located
at 297 W. Hilton Drive, Suite #4, St. George, Utah 84770.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is Mark Technologies Corporation, a
California corporation ("MTC"), whose business address is One Sansome Street,
Suite 1900, San Francisco, CA 94104. MTC's principal businesses are real
property and alternative energy development. MTC is a wholly-owned subsidiary
of METC, Inc., a California corporation, whose controlling shareholder and
member of the Board of Directors is Mark G. Jones, who is also the President
of MTC. Neither MTC, nor METC, Inc., nor its officers and directors, during
the last five years, have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). Further, no such party during
the last five years, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and no such party as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 22, 1995, MTC acquired 201,210 shares of the common stock of
the Company from Morgan Gas & Oil Co., a Utah corporation, in consideration
for the pay down of a promissory note dated as of January 1, 1995 associated
with the sale of a limited partnership interest in a California limited
partnership owned by MTC. The promissory note issued by Morgan Gas & Oil Co.
to MTC was credited by the amount of $603,630 ($3.00 per share) as
consideration of the transfer of the 201,210 shares of URI common stock to
MTC. One hundred (100) shares of URI common stock were previously acquired by
Mark G. Jones, President of MTC, by gift from John H. Morgan, Jr. and
Daisy R. Morgan on May 9, 1995.
ITEM 4. PURPOSE OF TRANSACTION.
MTC acquired the shares from Morgan Gas & Oil Co. The purposes of MTC's
acquisition of shares of common stock of the Company are investment,
enhancement of shareholder value, and to attempt to cause modification of the
business practices of the Company, including:
1. Rescission of the purported share exchange transaction between the
Company and the Midwest Railroad Construction and Maintenance Corporation;
2. Amendment of the Company's Articles of Incorporation to require
shareholder approval of any transaction in which an officer, director or
control person has an interest similar to a director's conflicting interest
as that term is defined in the Utah Revised Business Corporation Act;
3. Engagement of new counsel and amendment of the Company's Bylaws to
prohibit counsel from serving on the Company's board of directors or as an
officer of the Company.
4. Amendment of the Company's Articles of Incorporation to remove
provisions which indemnify directors of the Company;
5. Amendment of the Company's Bylaws to require the Company to submit
for shareholder approval persons who would act as officers of the Company;
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6. Amendment of the Company's Articles of Incorporation to provide that
no more than one director will also serve in the capacity of an officer or as
a paid employee of the Company;
7. Amendment of the Company's Articles of Incorporation to require
shareholder approval of any transaction which is not in the Company's
ordinary course of business and which involves the expenditure of the
Company's funds in excess of $50,000 or the issuance of securities valued in
excess of $50,000;
8. Amendment of the Company's Articles of Incorporation to require
shareholder approval on an annual basis of a one-year business plan;
9. Engagement by the Company of outside counsel, auditors and other
professionals to evaluate past conduct of the Company, its officers and
directors;
10. Requiring that all Company directors who have, within the past 24
months, entered into or attempted to enter into transactions which would
constitute a conflicting interest under the Utah Revised Business Corporation
Act to resign; and
11. Requiring that all officers who have, in the past 24 months, entered
into transactions which would have constituted a director's conflicting
interest under provisions of the Utah Revised Business Corporation Act resign.
It is noted that Mr. John H. Morgan, Jr. is a director and shareholder
of both the Company and Morgan Gas & Oil Co. and that certain affiliates of
John H. Morgan, Jr. are shareholders of both the Company and Morgan Gas & Oil
Co.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained on the cover pages of this Schedule sets forth
the aggregate number and percentage of the class of securities identified
pursuant to Item 1 beneficially owned by each person named in Item 2 and the
number of shares as to which there is sole power to vote or to direct the
vote, shared power to vote or to direct the vote, sole power to dispose or to
direct the disposition, or shared power to dispose or to direct the
disposition. There have been no transactions in the class of securities
reported on that were effected during the past sixty days or since the most
recent filing on Schedule 13D, whichever is less, by the persons named in
response to paragraph (a).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the relationships described in Item 2 above, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person
with respect to any securities of the issuer, including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Letter from reporting persons counsel dated December 12, 1995.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: December 29, 1995
Mark Technologies Corporation,
a California Corporation
/s/ MARK G. JONES
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By: Mark G. Jones
Title: President
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[HUNTER & BROWN LETTERHEAD]
December 12, 1995
HAND DELIVERY
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Jeffrey Robinson, Esq.
Robinson & Sheen
77 West 200 South
Salt Lake City, Utah 84101
Dear Mr. Robinson:
As discussed in the meeting at your offices on December 6, 1995, our
clients have determined that certain matters should be submitted to a vote of
Utah Resources international, Inc. (the "Company") shareholders. Our clients
have investigated, arranged financing for and intend to submit these and
other proposals to the shareholders by adversarial means if we cannot reach
an arrangement with the Company. We believe it is in the interest of all
parties to agree upon certain proposals to be submitted by the Company to its
shareholders rather than engage in a proxy contest. To that end, we propose
the following matters be submitted by the Company to shareholder vote at a
meeting of shareholders at an agreed upon time with an agreed upon record
date:
1. The Midwest Railroad Construction and Maintenance Corporation share
exchange transaction and associated employment and other agreements shall be
approved or disapproved by the Company's shareholders. If disapproved by
shareholders, any completed elements of the transaction shall be rescinded,
including, but not limited to, the return of all funds and securities.
2. The Company's Articles of Incorporation shall be amended to require
shareholder approval of any transaction in which an officer, director or
control person has an interest similar to a director's conflicting interest
as that term is defined in the Utah Revised Business Corporation Act.
3. The Company shall hire new general counsel and the Company's Bylaws
shall be amended to prohibit counsel from serving on the Company's board of
directors or as an officer of the Company.
4. The Company's Articles of Incorporation shall be amended
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Jeffrey Robinson, Esq.
December 12, 1995
Page 2
to remove provisions which indemnify directors of the Company.
5. The Company shall submit for shareholder approval the persons who would
act as the officers of the Company.
6. The Company shall amend its Articles of Incorporation to provide that
no more than one director will also serve in the capacity of an officer or as
a paid employee of the Company.
7. The Company shall amend its Articles of Incorporation to require
shareholder approval of any transaction which is not in the Company's
ordinary course of business and which involves the expenditure of Company
funds in excess of $50,000 or the issuance of securities valued in excess of
$50,000.
8. The Company shall amend its Articles of Incorporation to require
shareholder approval on an annual basis of a one-year business plan.
In addition, we would require that all of the Company's directors who have
within the past 24 months entered into or attempted to enter into
transactions which would constitute a conflicting interest under the Utah
Revised Business Corporation Act resign. Further, we would require that all
officers who, in the same period, have entered into transactions which would
have constituted a director's conflicting interest under the provisions of
the Utah Revised Business Corporation Act resign.
My clients hereby express their willingness to meet with representatives
of the Company for the purposes of considering, supplementing and amending
the above for submission to shareholders. My client's have requested that I
express to you a willingness to negotiate in good faith to generate an
acceptable group of proposals to shareholders. My clients have also asked me
to advise you that if the Company is unwilling to enter into good faith
negotiations with regard to the above, it is our intention to, through proxy
contest or other means, seek shareholder approval of the above and other
proposals including the engagement of independent outside counsel to consider
the past activities of the Company and its board of directors and consider
any and all appropriate action based upon breaches of duties and violations
of state and federal law and any provisions of the applicable rules of
professional conduct. We respectfully request that no later than December 18
your clients send written notification that they will, in good faith, discuss
the matters. If we do not receive written response by that date, we will
assume your client has rejected our proposal to negotiate this matter.
Our clients reserve all rights in connection with this matter including,
but not limited to, all rights to include proposals
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Jeffrey Robinson, Esq.
December 12, 1995
Page 3
in proxy statements prepared by the Company and to independently call
meetings of shareholders, solicit proxies and written consents.
Very truly yours,
HUNTER & BROWN
/s/ J. SCOTT HUNTER
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J. Scott Hunter
JSH:jas
