SCHEDULE 14 C
AMENDMENT NO. 1
TO
INFORMATION STATEMENT PURSUANT TO SECTION 14 (C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary information statement
Definitive information statement
Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(2))
UNICORP, INC.
(NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies: Not
Applicable.
(2) Aggregate number of securities to which transaction applies: Not
Applicable.
(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): Not Applicable.
(4) Proposed maximum aggregate value of transaction: Not Applicable.
(5) Total fee paid: Not Applicable.
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: Not Applicable.
(2) Form, Schedule or Registration Statement No. : Not Applicable.
(3) Filing Party: Not Applicable.
(4) Date Filed: Not Applicable.
<PAGE>
1
INFORMATION STATEMENT
UNICORP, INC.
600 TRAVIS, SUITE 6500
HOUSTON, TEXAS 77002
April 17, 1998
Dear Stockholder:
This Information Statement is being provided to inform you that L. Mychal
Jefferson II ("Jefferson"), who holds approximately 91 percent of the
outstanding common stock of UNICORP, Inc. (the "Company"), has delivered to the
Company a written consent by which Jefferson has requested and consented to the
following actions (the "Actions"): (i) the election of three directors of the
Company, and (ii) amendments to the Articles of Incorporation of the Company as
described in the Information Statement.
The actions taken by Jefferson's consent will become effective 20 days from
the date hereof.
This Information Statement is being provided to you for information
purposes only. Your vote is not required to approve the Actions. This
Information Statement does not relate to an annual meeting or special meeting in
lieu of an annual meeting. You are not being asked to send a proxy and you are
requested not to send one.
Very truly yours,
L. Mychal Jefferson II, Secretary
<PAGE>
2
UNICORP, INC.
600 TRAVIS, SUITE 6500
HOUSTON, TEXAS 77002
(713) 229-9100
_______________________
INFORMATION STATEMENT
_______________________
NOTICE TO STOCKHOLDERS PURSUANT TO SECTION 14(C) OF THE SECURITIES
EXCHANGE ACT OF 1934.
_______________________
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
_______________________
This Information Statement is being provided to inform you that L. Mychal
Jefferson II ("Jefferson"), who holds approximately 91 percent of the
outstanding common stock, par value $0.01 per share (the "Common Stock") of
UNICORP, Inc. (the "Company"), has delivered to the Company a written consent by
which Jefferson has requested and consented to the following actions (the
"Actions"): (i) the election of three directors of the Company, and (ii)
amendments to the Articles of Incorporation of the Company as described herein.
This Information Statement is furnished for informational purposes only, and
does not relate to an annual meeting or special meeting in lieu of an annual
meeting. Your vote is not required to approve the Actions. You are not being
asked to send a proxy and you are requested not to send one. This Information
Statement is being mailed on or about September 9, 1998 to holders of record of
the Company's Common Stock at the close of business on September 9, 1998.
JEFFERSON'S ACTIONS BY WRITTEN CONSENT IN LIEU OF A MEETING
Jefferson has executed and delivered to the Company an action by written
consent (the "Consent") pursuant to Section 78. 320 of the Nevada Revised
Statutes (the "Private Corporations Law") signed by him and dated April 13,
1998. By such Consent, Jefferson has voted, pursuant to Sections 78.320, 78.385
and 78.390 of the Private Corporations Law, (i) to elect the individuals listed
below under "Elected Directors" as directors of the Company (Item No. 1), and
(ii) to amend the Articles of Incorporation in the manner summarized under
"Amendment to the Articles of Incorporation to Change Name of Company" and
"Amendment to the Articles of Incorporation to Modify Capital Structure" (Item
No. 2 and Item No. 3), and more fully set forth in Appendix A.
Under Nevada law, stockholders of the Company are not entitled to
dissenters' rights or rights of appraisal with regard to the Actions authorized
by the Consent.
VOTING SECURITIES
The Company's authorized capital stock consists of 50,000,000 shares of the
Common Stock. Pursuant to Section 78.350 of the Private Corporations Law, the
record date for the actions by written consent in lieu of a meeting was April
17, 1998 (the "Record Date"). As of the Record Date, the Company had 1,090,000
shares of the Common Stock issued and outstanding.
Each holder of the Common Stock is entitled to one vote per share for the
election of directors. Inasmuch as each share of the Common Stock is entitled
to one vote, the total voting power of all such outstanding shares of the Common
Stock as of the Record Date was, therefore, 1,090,000 votes. Holders of the
Common Stock may not cumulate their votes in the election of directors.
As of the Record Date, Jefferson beneficially owned 940,000 shares of the
Company's Common Stock. Accordingly, pursuant to Sections 78.320 and 78.390 of
the Private Corporations Law and the Company's Articles of Incorporation,
Jefferson's ownership of a majority of the issued and outstanding shares of the
Common Stock entitled him to elect the directors and to approve the amendments
to the Company's Articles of Incorporation as described hereinafter by written
consent in lieu of a meeting. Because Jefferson has sufficient voting power to
approve the Actions through his ownership of the Company's Common Stock, no
other stockholder consents are being solicited and no stockholders' meeting is
being held in connection with the Actions. This Information Statement serves as
notice of the Actions taken pursuant to Section 78.320 of the Private
Corporations Law.
ITEM NO. 1 ELECTION OF DIRECTORS
Pursuant to the Consent, the following individuals will become duly elected
and qualified as directors of the Company: (i) L. Mychal Jefferson II, (ii) Azie
Taylor Morton, and (iii) Reginald V. Williams (collectively, the "Elected
Directors"). The Elected Directors shall be responsible for the general
management of the business affairs of the Company and may exercise all powers of
the Company and do all such lawful acts and things as are not limited or
prohibited by the Articles of Incorporation or the Bylaws of the Company, or
applicable law, or required to be exercised or done by the stockholders. As
directors of the Company, the Elected Directors will be subject to the rights,
obligations and responsibilities imposed on directors of the Company by the
Articles of Incorporation, the Bylaws and applicable law. Each Elected Director
shall serve for a term of one year and until his successor shall have been duly
elected and qualified or, in the case of removal, until such earlier date as may
be established.
Background of Elected Directors and Management. The following summarizes
the age, business experience and background of the persons to become directors
pursuant to the Consent and the present management of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION AND DIRECTOR SINCE
---------------------- ---- -------------------------------------------
<S> <C> <C>
L. Mychal Jefferson, II 29 Chief Executive Officer, President,
Secretary, Chief Financial Officer
and Director, January 1998
Azie Taylor Morton 61 Director, January 1998
Reginald V. Williams 30 Director, April 1998
</TABLE>
The Company may employ such additional management personnel as the Board of
Directors deems necessary. The Company has not identified or reached an
agreement or understanding with any other individuals to serve in such
management positions, but does not anticipate any difficulty in employing
qualified personnel.
A description of the business experience during the past several years for
each of the directors and executive officers of the Company is set forth below.
L. Mychal Jefferson II has served as President of the Company since January
20, 1998 when he acquired 94 percent of the Common Stock in exchange for all of
his common stock in The Laissez-Faire Group, Inc., a Texas corporation
("Laissez-Faire"). He has served as President of Laissez-Faire since its
founding in 1997. Mr. Jefferson began his career with Monmouth Investments, a
prominent regional investment banking firm. Thereafter, he managed portfolios
of major institutions and high net worth individuals at Oppenheimer & Co. Mr.
Jefferson is widely engaged in professional and civic activities, including
Chairman of the President's Advisory Board of the Houston Development Council.
Mr. Jefferson attended the University of Southern Mississippi and the University
of South Florida, majoring in Finance.
Azie Taylor Morton has been a distinguished public servant and experienced
businessperson. She was appointed and served as the 36th Treasurer of the
United States and has served in various capacities within federal and state
governmental agencies. In addition to her governmental administration
experience, Ms. Morton has owned and operated a Wendy's Old Fashioned Hamburger
franchise and currently is President of Exeter Capital Asset Management Company.
Ms. Morton has also served on numerous corporate and civic boards, and continues
to serve as a director/trustee of Scholtzsky's Deli (Compensation Committee),
Citizens Trust of Portsmouth, New Hampshire (Chair, Audit Committee) and St.
Edwards University (Austin, Texas). Ms. Morton graduated from Huston-Tillotson
College (B. S. Business Education - Cum Laude) and has received honorary
degrees from Atlanta University, Bryant College and Huston-Tillotson College.
Reginald V. Williams presently serves as Chief Financial Officer of Parkland
Foundation and Associate Director of Grants Management of Parkland Memorial
Hospital of Dallas, Texas. Mr. Williams graduated from the University of
Southern Mississippi where he received a Bachelor of Science Degree in Business
Administration (Accounting).
Ms. Morton is the mother-in-law of Mr. Jefferson. Mr. Williams and Mr.
Jefferson are related by marriage.
Meetings of Board of Directors. There were no meetings of the Board of
----------------------------------
Directors held during the last fiscal year.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents certain information regarding the beneficial
ownership of all shares of the Common Stock at April 17, 1998 for (i) each
person who owns beneficially more than five percent of the outstanding shares of
the Common Stock, (ii) each director of the Company, (iii) each named executive
officer, and (iv) all directors and officers as a group.
<TABLE>
<CAPTION>
NAME OF NUMBER OF
BENEFICIAL OWNER SHARES OWNED PERCENTAGE(1)
- --------------------------- ------------ -------------
<S> <C> <C>
L. Mychal Jefferson II 940,000 90.38
All Officers and Directors 940,000 90.38
As a Group (3 Persons)
<FN>
(1) Unless otherwise indicated, each person named in the above-described
table has the sole voting and investment power with respect to his shares of the
Common Stock beneficially owned.
(2) Unless otherwise provided, the calculation of percentage ownership is
based on the total number of shares of the Common Stock outstanding as of April
17, 1998. Any shares of the Common Stock which are not outstanding as of such
date but are subject to options, warrants, or rights of conversion exercisable
within 60 days of April 17, 1998 shall be deemed to be outstanding for the
purpose of computing percentage ownership of outstanding shares of the Common
Stock by such person but shall not be deemed to be outstanding for the purpose
of computing the percentage ownership of any other person.
</TABLE>
EXECUTIVE AND DIRECTOR COMPENSATION
Since 1991, the Company has not paid salaries or other form compensation to
any of its officers or directors. Effective as of January 20, 1998, L. Mychal
Jefferson II will receive an annual salary of $36,000.
By appropriate resolution of the Board of Directors, directors may be
reimbursed or advanced cash for expenses, if any, relating to attendance at
meetings of the Board of Directors.
ITEM NO. 2 AMENDMENT TO THE ARTICLES OF INCORPORATION TO CHANGE NAME OF
COMPANY
Pursuant to the Consent, the name of the Company will be changed from
"UNICORP, Inc. " to "United States Refining and Petrochemicals, Inc. "The name
change will become effective upon the proper filing of Articles of Amendment of
the Articles of Incorporation, a copy of which is attached hereto as Appendix A.
The decision to change the name of the Company was based on the desire of
management that the name of the Company reflect the Company's present business
plan.
ITEM NO. 3 AMENDMENT TO THE ARTICLES OF INCORPORATION TO MODIFY CAPITAL
STRUCTURE
Pursuant to the Consent, the Company has adopted Articles of Amendment of
the Articles of Incorporation of the Company (the "Amendment"), a copy of which
is attached hereto as Appendix A. The following description of the Amendment is
qualified by reference to the full text of the Amendment described in Appendix
A.
The principal effect of the Amendment will be to expand the Company's
equity structure. As summarized below, the Amendment establishes three separate
classes of Common Stock and one class of Preferred Stock.
Class A Voting Common Stock. Unless otherwise provided, the existing
-------------------------------
authorized Common Stock of the Company will be exchanged for Class A Voting
Common Stock, par value of $0. 01 per share. The exchange will be on a share
for share basis. The number of shares authorized for issuance as Class A Voting
Common Stock will be set at 100,000,000 shares which represents an increase from
the 50,000,000 shares of Common Stock authorized prior to the adoption of the
Amendment.
The voting and dividend characteristics of Class A Voting Common Stock
differ from those associated with the Common Stock issued and outstanding prior
to the adoption of the Consent. The Class A Voting Common Stock has a voting
right to elect one-third (1/3) of the Board of Directors of the Company. In all
other voting matters the class is entitled to a one-third (1/3) aggregate voting
right (the "Class A Vote"). The Class A Vote will be determined by a separate
vote among the holders of Class A Voting Common Stock wherein, and unless a
different percentage is required, a majority of the votes cast shall control.
Holders of Class A Voting Common Stock are entitled to one (1) vote for every
one (1) share held.
In addition, each share of Class A Voting Common Stock has a right to
participate in dividends declared with respect to the Common Stock in an amount
equal to one-half ( 1/2) of any distribution per share. Such right shall be in
preference to the rights of other classes of Common Stock. All preemptive
rights and cumulative voting rights are denied. No declared dividend payments
were due or owing with regard to the Common Stock as of the date of the Consent.
In addition to the shares of Class A Voting Common Stock the Company plans
to issue in exchange for the shares of Common Stock outstanding prior to the
Consent, the Company will issue an additional 420,000 shares of the Class A
Voting Common Stock. These shares will be issued in conjunction with the
Agreement of Purchase and Sale of Assets (the "Asset Purchase Agreement")
executed by and between the Company and Equitable Assets Incorporated
("Equitable") effective January 1, 1998. The terms of the Asset Purchase
Agreement provided for the sale of 58,285. 71 tons of Zeolite, having an agreed
value of $10,200,000, by Equitable to the Company in exchange for the Company's
commitment to issue 420,000 shares of Class A Voting Stock and 58,000 shares of
Series A Preferred Stock, discussed below, (collectively, the "Equitable
Securities"). The Equitable Securities will be issued pursuant to Board of
Directors resolution and, upon issuance, will represent fully paid,
non-assessable shares of the Company.
Class B Non-Voting Common Stock. The Amendment provides for the creation
---------------------------------
of Class B Non-Voting Common Stock, par value of $0. 01 per share, consisting
of 50,000,000 shares authorized. Class B Non-Voting Common Stock does not enjoy
any voting privileges. Each share of Class B Non-Voting Common Stock has a
right to participate in dividends declared with respect to the Common Stock in
an amount equal to one-fourth (1/4) of any distribution per share. Such right
shall be in preference to the rights of Class C Voting Common Stock. All
preemptive rights and cumulative voting rights are denied.
The Company has no intention of issuing Class B Non-Voting Common Stock in
the immediate future through any proposed transaction or offering.
Class C Voting Common Stock. The Amendment authorizes 10,000,000 shares of
---------------------------
Class C Voting Common Stock, par value of $0. 01 per share. The holders of
Class C Voting Common Stock have a voting right to elect two-thirds (2/3) of the
Board of Directors of the Company. In all other voting matters the class is
entitled to a two-thirds (2/3) aggregate voting right (the "Class C Vote"). The
Class C Vote will determined by a separate vote among the holders of Class C
Voting Common Stock wherein, and unless a different percentage is required, a
majority of the votes cast shall control. Holders of Class C Voting Common
Stock are entitled to one (1) vote for every one (1) share held.
In addition, each share of Class C Voting Common Stock has a right to
participate in declared dividends with respect to the Common Stock in an amount
equal to one-fourth (1/4) of any distribution per share and such right shall be
subordinated to the dividend rights of other classes of Common Stock. Moreover,
at any time after October 1, 1999, the issued and outstanding Class C Voting
Common Stock may be converted into Class A Voting Common Stock and Class B Non-
Voting Common Stock at a rate of three (3) shares of Class A Voting Common Stock
and three (3) shares of Class B Non-Voting Common Stock for each share of Class
C Voting Common Stock converted. All preemptive rights and cumulative voting
rights are denied.
Th authorization of the Class C Voting Common Stock will permit the Company
to issue 530,000 shares of such stock, as originally intended, to L. Mychal
Jefferson II in connection with the Agreement and Plan of Reorganization (the
"Reorganization Agreement") executed by the Company, The Laissez-Faire Group,
Inc. ("Laissez-Faire"), and Jefferson on December 31, 1997. Pursuant to the
terms of the Reorganization Agreement, Jefferson was to acquire 530,000 shares
of the Class C Voting Common Stock of the Company. However, at the time of the
closing of the Reorganization Agreement, the Company did not have the requisite
capital structure in place to issue to Jefferson the Class C Voting Common
Stock. In the meantime, Jefferson agreed to take shares of the Company's
existing Common Stock, so that after the closing, Jefferson owned 94 percent of
the issued and outstanding shares of the Common Stock of the Company.
Upon the proper filing of Articles of Amendment with the Nevada Secretary
of State, the 530,000 shares of Common Stock held by Jefferson will be exchanged
for 530,000 shares of Class C Voting Common Stock in accordance with the
original terms of the Reorganization Agreement. The 530,000 shares of Class C
Voting Common Stock will be issued pursuant to Board of Directors resolution
and, upon issuance, will represent fully paid, non-assessable shares of the
Company.
Preferred Stock. The Amendment also creates a class of Preferred Stock
----------------
with 25,000,000 shares authorized and having a par value of $1. 00 per share.
The Preferred Stock may be issued from time to time in one or more series. The
Board of Directors is hereby authorized to create and provide for the issuance
of shares of Preferred Stock in series and, by filing a certificate pursuant to
the applicable law of the State of Nevada, to establish from time to time the
number of shares to be included in each such series, and to fix the par value,
designations, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof. The authority of
the Board of Directors with respect to each series shall include, but not be
limited to, determination of dividend or interest rates, conversion rights,
conversion prices, voting rights, redemption prices and maturity dates.
The terms of the Asset Purchase Agreement, as discussed above in Class A
Voting Common Stock, provide for the issuance of 58,000 shares of the Series A
Preferred Stock. The Series A Preferred Stock will have the following general
characteristics: (i) non-voting; (ii) eligible for non-cumulative, ordinary
dividends prior and in preference to Common Stock, when and if properly declared
by the Board of Directors of the Company; (iii) interest bearing at an annual
coupon rate of eight and one-half percent (81/2 %); (iv) liquidation preference
in the event of any liquidation, dissolution or winding up of the Company; (v)
subject to adjustment in the event of a stock split, reverse stock split, or
similar capital restructuring; and (vi) no preemptive right with regard to the
Series A Preferred Stock or any other securities of the Company. The Series A
Preferred Stock will be issued pursuant to Board of Directors resolution and,
upon issuance, will represent fully paid, non-assessable shares of the Company.
Offering; Restricted Securities. Management expects to offer the Class A
---------------------------------
Voting Common Stock, the Class C Voting Common Stock, and the Series A Preferred
Stock to in one or more private transactions exempt from registration under
applicable securities laws. The securities to be issued in these transactions
will be deemed restricted securities and will bear an appropriate legend
indicating the same.
Reasons for and Effect of the Amendment. Generally, the Company believes
-----------------------------------------
that the adoption of Amendment, including the creation of additional classes of
Common Stock and a class of Preferred Stock, will serve the best interests of
the Company. First, by increasing the number of securities available for
issuance, the Company has the opportunity to raise additional capital through
selected equity financings. Second, the Company can explore more flexible
approaches to equity financing by packaging Common Stock and Preferred Stock
offerings for investors. Third, the authorization of additional equity
securities provides the Company greater latitude when engaging in commercial
transactions by offering alternative methods of payment.
Specifically, the authorization of Class A Voting Common Stock, Class C
Voting Common Stock and the Series A Preferred Stock will enable the Company to
provide the agreed upon consideration negotiated by management under the Asset
Purchase Agreement and the Reorganization Agreement.
Existing stockholders of the Company may not be eligible to participate in
the offering of any class of Common Stock or series of Preferred Stock
authorized by the Amendment. In the event shares of Class A Voting Common Stock
are issued and existing stockholders are not able or eligible to purchase a
sufficient number of shares to maintain their ownership percentage of the
Company, such stockholders will be diluted. Similarly, in the event authorized
shares of Class C Voting Common Stock, with rights of conversion into shares of
Class A Voting Common Stock and Class B Non-Voting Common Stock, are issued, the
equity ownership of existing stockholders of Class A Voting Common Stock will be
diluted upon conversion of the Class C Voting Common Stock.
FINANCIAL STATEMENTS
The financial statements of the Company appear on Appendix B, attached
hereto, and are herein incorporated by reference.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the Company's financial condition and
results of operations. This discussion should be read in conjunction with the
Consolidated Financial Statements of the Company attached as Appendix B to this
Information Statement. Statements contained in this "Management's Discussion
and Analysis of Financial Conditions and Results of Operations," which are not
historical facts may be forward-looking statements. Such information involves
risks and uncertainties, including those created by general market conditions,
competition and the possibility that events may occur which could limit the
ability of the Company to maintain or improve its operating results or execute
its primary growth strategy. Although management believes that the assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could be inaccurate, and there can therefore be no assurance that the
forward-looking statements included herein will prove to be accurate. The
inclusion of such information should not be regarded as a representation by
management or any other person that the objectives and plans of the Company will
be achieved. Moreover, such forward-looking statements are subject to certain
risks and uncertainties which could cause actual results to differ materially
from those projected. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date hereof.
GENERAL
Management intends for the Company to proceed in its efforts to expand
holdings through the purchase of existing, profitable, private, companies where
there is a demonstrable gain in productivity through the minimization of general
and administrative costs which are duplicative. Management will seek to
implement a capital structure which affords the greatest flexibility for future
acquisitions while maintaining an adequate base of equity to cushion against
fluctuations in the business cycle. It is the belief of management that
numerous opportunities for vertical expansion in the refining and petrochemical
business are available. Many smaller private fuel distributors and convenience
store operators are available near current acquisition candidates, and given the
proper capital structure, could enhance the worth and viability of the Company.
A public relations agreement has been signed with Jaz Bermaine & Company to
provide public relations and market exposure for the Company. It is expected
that the Company will be traded on the OTC Bulletin Board until such time as the
Company can qualify for a listing on different exchange.
Pending Acquisitions. As of the end of 1997, the Company had examined nine
- ---------------------
potential acquisition candidates. The Company has also elected to pursue an
- ----
agreement to purchase a refinery located at the Valverde refurbishment facility
- ---
in Houston, Texas and a refinery and site, located in Nixon, Texas. The Company
continues its search for undervalued private and public entities in related
businesses. Meetings with several investment banking relationships have been
held pursuant to financing for these anticipated purchases.
Management expects that the Company's proposed acquisitions will expand the
business of the Company through the acquisition of an established, growing
distribution business in the southwestern United States. Management is of the
opinion, that the purchase of refining, and distribution facilities in Texas
will limit the Company's reliance upon outside refiners for refined petroleum
products. The Company is also currently negotiating for the purchase of a third
existing company which operates a distribution and convenience store operation
in the southwestern United States.
Nixon, Texas Refinery. The Nixon refinery is located on a 50 acre site
-----------------------
approximately 40 miles south of San Antonio, Texas. The plant is certified by
the U.S. Department of Energy at a rate of 17,033 barrels per day of 42 API
Crude. The plant was designed to refine military jet fuel in addition to
propane, C3/C4, Naptha, kerosene, diesel, gas, oil, and residuals. The refinery
ran for several years delivering Military Jet fuel to all three U. S. Air
Force bases in San Antonio prior to its closure after Desert Storm. The
refinery can be tuned to produce the standard range of refined petroleum
products to meet demand in its market area. The Company feels that through an
association with a minority owned petroleum distributor, profit margins
exceeding $3. 00 per barrel refined may be realized. The refinery is currently
being refurbished in Houston, Texas. Management believes that by combining its
additional 6,000 to 7,000 barrels of refining capacity to the Nixon Refinery,
the Company can process approximately 20,000 barrels of petroleum daily.
Fluid Catalytic Catalyst. Pursuant to the Asset Purchase Agreement
--------------------------
discussed above in "Item No. 3 Amendment to the Articles of Incorporation to
--
Modify Capital Structure," the Company purchased from Equitable Assets, Inc.
approximately 58,000 tons of fluid catalytic catalyst (Zeolite), which is used
in the refining, agriculture, water purification, turf management, and air
purification markets, in exchange for 420,000 shares of the Company's Class A
Common Stock and $5,800,000 of $100 Par Series A Callable Preferred Stock. The
Company has not had in place the requisite capital structure to conclude the
sale and purchase, but after the effective date of the Consent, the transaction
can be concluded. The proposed purchase price for the Zeolite is approximately
$175 per ton. The current market price for Zeolite ranges from $300 to $1,100
per ton. The Company plans to sell 20,571 tons of the Zeolite to Equitable
Assets, Inc. in exchange for notes and commercial paper equaling $5,000,000, or
$243 per ton. Management is currently examining the wholesale markets to find
customers who might be consistent purchasers for its remaining inventory of
fluid catalytic catalyst. The material will also be tested to determine its
efficacy in any refinery that the Company may purchase.
LIQUIDITY AND CAPITAL RESOURCES
In order to complete the proposed acquisitions, the Company will require
additional funding. Management believes that this funding is available through
investment bankers who have expressed an interest in providing equity and debt
funding. There can be no assurance as to the availability or terms of this
financing.
If the Company is to be successful in concluding the above described
proposed acquisitions, it will be obligated to spend at least $400,000 in
earnest money, $200,000 in purchase money, at least $100,000 in acquisition
costs, plus shares of the Common Stock and other costs before formal contracts
can be executed or closed. Certain anticipated transactions may require the
Company to incur additional debt, and the degree to which the Company may be
leveraged could have important consequences, including the following: (i) the
possible impairment of the Company's ability to obtain financing in the future
for potential acquisitions, working capital, capital expenditures or general
corporate purposes; (ii) the necessity for a substantial portion of the
Company's cash flow from operations to be dedicated to the payment of principal
and interest on its indebtedness; (iii) the potential for increased interest
expense due to fluctuations in interest rates; and (iv) the potential for
increased vulnerability of the Company to economic downturns and possible
limitation of its ability to withstand competitive pressures. The Company's
ability to meet its debt service obligations will be dependent upon the
Company's future performance, which will be subject to general economic
conditions and to financial, business and other factors affecting the operations
of the Company, many of which are beyond its control.
RESULTS OF OPERATIONS
The Company has generated no revenues since 1991, and has had no activity
since 1992.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the past two fiscal years, the Company has not had any material
disagreements with any accounting principle employed or conclusion reached with
regard to the Company's financial statements. During this same period, the
Company's has not dismissed any independent auditor nor has such auditor
resigned or refused to stand for re-election.
EFFECTIVE DATE OF THE ACTIONS
In accordance with Section 14(c) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, the Actions to be effected by
the Consent will not take effect until May 7, 1998. The Company will notify its
stockholders by filing a Report on Form 8-K with the Commission when the Actions
become effective.
OTHER MATTERS
The Company will pay the cost of distributing this Information Statement,
including the cost of assembling and mailing it. The Company will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending this Information Statement to the
beneficial owners of the Company's Common Stock. The Company has enclosed
herewith a copy of its Annual Report on Form 10-KSB/A for the year ended
December 31, 1997.
Very truly yours,
L. Mychal Jefferson II, Secretary
UNICORP, Inc.
600 Travis, Suite 6500
Houston, Texas 77002
April 17, 1998
<PAGE>
APPENDIX INDEX
Appendix A -- Articles of Amendment of Articles of Incorporation of Unicorp,
Inc.**
Appendix B -- Financial Statements of the Company
_______________________
** Previously Filed
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Appendix B - Page 6
APPENDIX B
FINANCIAL STATEMENT FOR 12/31/97
[ALVIN L. DAHL & ASSOCIATES, PC LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
And Stockholders
United States Refining and Petrochemicals, Inc.
(formerly known as Unicorp, Inc.)
600 Travis, Suite 6500
Houston, Texas77002
We have audited the accompanying consolidated balance sheet of Unicorp, Inc. and
subsidiaries as of December 31, 1997. This financial statement is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
of the balance sheet provides a reasonable basis for our opinion.
In our opinion, the consolidated balance sheet referred to above presents
fairly, in all material respects, the financial position of Unicorp, Inc. as of
December 31, 1997, in conformity with generally accepted accounting principles.
The accompanying financial statement has been prepared assuming that the Company
will continue as a going concern. As discussed in note 10 to the financial
statement, the Company has a history of recurring losses from operations, has
been dormant for several years, and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in notes 5 and
10. The financial statement does not include any adjustments that might result
from the outcome of this uncertainty.
As discussed in Note 11 to the financial statement, the Company's common stock
was reverse split by vote of the Board of Directors on January 20, 1998. In
addition, the Articles of Incorporation were amended to authorize additional
amounts and classes of common and preferred stock. The balance sheet has been
restated to reflect these matters.
/s/ ALVIN L. DAHL & Associates, PC
- ----------------------------------------
ALVIN L. DAHL & Associates, PC
January 28, 1998, except for Note 11,
as to which the date is August 27, 1998
Dallas, Texas
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UNITED STATES REFINING AND PETROCHEMICALS, INC.
(FORMERLY KNOWN AS UNICORP, INC.)
BALANCE SHEET
(RESTATED)
FOR THE YEAR
ENDED DECEMBER 31, 1997
ASSETS
------
1997
---------
Current Assets:
Cash $ 0
-------
Total Current Assets 0
Property, Plant and Equipment 0
-------
Assets $ 0
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts Payable $ 7,500
--------------
Total Current Liabilities 7,500
Stockholders' Equity:(Restated)
Preferred Stock -0-
10,000,000 shares authorized, none issued
and outstanding
Common Stock--Class A 597
100,000,000 shares authorized, 59,722
issued and outstanding, par value $0.01
Common Stock--Class B -0-
50,000,000 shares authorized, none issued
and outstanding
Common Stock--Class C -0-
10,000,000 shares authorized, none issued
and outstanding
Paid In Capital 3,095,657
Retained Earnings (deficit) (Notes 9 & 10) ( $3,103,754)
--------------
Total Liabilities & Stockholders' Equity -0-
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS FINANCIAL STATEMENT
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UNICORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
AS OF DECEMBER 31, 1997
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Statement Presentation. The consolidated financial statement
includes the accounts of the Company and its subsidiaries. Intercompany
transactions and accounts are eliminated.
Cash Equivalents. Holdings of highly liquid investments with maturity of three
months or less when purchased are considered to be cash equivalents.
Inventories. Inventories are valued at the lower of cost or market.
Property, Plant, and Equipment. Property, plant, and equipment are valued at
cost less depreciation and amortization. Depreciation and amortization are
primarily accounted for on the straight-line method based on estimated useful
lives. Betterments and large renewals, which extend the life of the asset, are
capitalized whereas maintenance and repairs and small renewals are expensed as
incurred.
Sales. Income is recognized in the financial statements (and the customer
billed) when products are shipped.
Income Taxes. The Company uses the asset and liability method as identified in
SFAS 109, Accounting for Income Taxes.
Estimates. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Earnings Per Share. Primary Earnings Per Share are based upon 16,377,951
weighted average shares of common stock outstanding. No effect has been given
to common stock equivalents since none are outstanding.
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128 Earnings Per Share effective
for financial statement periods ending after December 15, 1997. This statement
specifies the computation, presentation, and disclosure requirements for
earnings per share for entities with publicly held common stock or potential
common stock.
NOTE 2. OPERATIONS AND SUBSIDIARIES
The company was incorporated in the State of Nevada on May 8, 1981. In 1988, the
Stockholders voted to change the name to "Unicorp, Inc." In 1992, the Company
ceased active operations; However, the president personally continued to pay
state corporate fees to keep the corporations in good standing. During its
active life, the Company was an oil and gas operator and a medical insurance
claims processor through its wholly owned subsidiaries.
The Company owns one (1) subsidiary: Med-X Systems, Inc. (90% owned), and has
evidence of ownership of two (2) additional subsidiaries: Texas Nevada Oil & Gas
Company, and Whitsitt Oil Company, Inc. All are currently inactive with no
known assets or liabilities. Whitsitt Oil and Texas Nevada continued to operate
for a period after the parent ceased day to day operations. The oil and gas
operations were liquidated and the proceeds as well as the income from the oil &
gas leases was used to pay accounts payable and day to day operating expenses.
Since the subsidiaries were inactive and the oil and gas operations have
previously been liquidated, the subsidiaries are given no value in the financial
statements. The Company has not been able to locate stock certificates
evidencing ownership of two of its subsidiaries: Whitsitt Oil Company, Inc. and
Texas Nevada Oil & Gas Company. The Company will take the necessary actions in
the future to prove ownership of these subsidiaries.
NOTE 3. INCOME TAXES
The Company uses the accrual method of accounting for tax and financial
reporting purposes. At December 31, 1997, the Company had net operating loss
carryforwards for financial and tax reporting purposes of approximately
$3,000,000. These carryforwards expire through the year 2005, and are further
subject to provisions of the Internal Revenue Code, Section 382. Pursuant to
Statement of Financial Accounting Standards No. 109, the Company has recognized
a deferred tax asset attributable to the net operating loss carryover, which has
been fully offset by a valuation allowance in the same amount.
Loss Carry Forward Expirations
1998 $619,398
1999 $483,096
2000 $442,083
2001 $280,604
2002 $238,837
2003 $377,905
2004 $353,886
2005 $ 91,588
--------
$2,887,397
Valuation allowance ($2,887,397)
NOTE 4. RELATED PARTY TRANSACTIONS
Before ceasing daily operations, the former President advanced funds to the
Company to cover operating expenses. These funds are not reflected on the
balance sheet as a note payable. Additionally, the former President has
advanced personal funds on the Company's behalf to keep the Company and
Subsidiary Corporations in "good standing" with State authorities. These
advances were forgiven in 1991.
NOTE 5. COMMITMENTS/SUBSEQUENT EVENTS
On December 15, 1997, the Company entered an agreement and plan of
reorganization with The Laissez-Faire Group, Inc., a Texas Corporation and L.
Mychal Jefferson II, its stockholder. This agreement requires the Company
(Unicorp, Inc.) to acquire The Laissez-Faire Group, Inc. in an exchange of
common stock. The Board of Directors approved this on December 31, 1997 with a
closing date to be established in 1998.
Subsequent to the balance sheet date, the Company, as required by the
aforementioned reorganization agreement, entered a commitment to purchase the
oil distribution business of Sellers Petroleum ("Sellers") of Yuma, Arizona.
Expected consideration for purchase is $7,000,000. The Company is also pursuing
an agreement to purchase a refinery located at the Valverde refurbishment
facility in Houston, Texas and a refinery and site, located in Nixon, Texas.
The Company is currently seeking financing necessary to consummate these
purchases.
Subsequent to the balance sheet date, the Company has committed to purchase
approximately 58,000 tons of Fluid Catalytic Catalyst (Zeolite) in exchange for
420,000 shares of Class A common stock and $5,800,000 of $100 Par Series A
Callable Preferred stock. A sale of 20,571 tons of the Zeolite has been
arranged in exchange for collateralized notes and commercial paper equaling
$5,000,000. The sale is contingent closing of the Laissez-Faire transaction.
NOTE 6. STOCKHOLDERS' EQUITY
At December 31, 1997, the number of authorized and issued Common Shares
outstanding and the related par value and dividends paid are as follows:
1997
- ----
Common Stock authorized 50,000,000
Common Stock issued 16,377,951
Common Stock outstanding 16,377,951
Common Stock, per share par value $ 0.01
Cash dividends paid on common stock 0
At the January 20, 1998 Director's meeting, a proposal was approved to reverse
split the Company's common stock on a 273 to 1 basis as required by the plan of
reorganization and agreement with The Laissez-Faire Group, Inc. The Company
also voted to amend its charter to issue (i) one hundred million (100,000,000)
shares of Class A voting common stock having a par value of $0.01 per share (ii)
fifty million (50,000,000) shares of Class B non-voting common stock, having a
par value of $0.01 per share(iii) ten million (10,000,000) shares of Class C
voting common stock having a par value of $0.01 per share and (iv) twenty-five
million (25,000,000) shares of Series A preferred stock, having a par value of
$100.00 per share.
NOTE 7. YEAR 2000 ISSUES
The Company currently has no computer systems. It is anticipated that any
future purchases of computer hardware or software will be evaluated to eliminate
any potential Year 2000 problems. The Year 2000 Issue is the result of computer
programs being written using two digits rather than four to define the
applicable year. Any programs that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a major system failure or miscalculations.
NOTE 8. OMISSION OF INCOME STATEMENT AND STATEMENT OF CASH FLOWS
The Company has not had any business activity since 1991. Expenses advanced by
the former President were nominal and were advanced to keep the Company and its
Subsidiaries current with the respective State Government authorities. Since
there was no income, only nominal expenses, which were advanced by a related
party; the Income Statement, and Statement of Cash Flows has been omitted from
this presentation.
NOTE 9. MINORITY INTEREST IN MED EX
The Company's Subsidiary, Med Ex, operated for one year (1988) and contributed
approximately $25,160 of positive net income to the Company's retained earnings
for that year. The ten- percent minority interest amounts to $2,516 and is
deemed not material to the financial statement.
NOTE 10. GOING CONCERN ISSUES
The accompanying financial statement was prepared assuming that the Company
would begin new operations as a going concern. The Company has a history of
operating losses during the period 1988 through 1992; and, as of the balance
sheet date, has no business activity. Although management has made
commitments; and agreements have been entered into subsequent to the balance
sheet date (see note 5), no assurances can be given that the new "start up" will
be successful. If the agreements and commitments, which have been made by
management, are not completed during 1998, the Company will have no on-going
business activities or operations.
NOTE 11. RESTATEMENT OF DECEMBER 31, 1997 BALANCE SHEET
On April 13, 1998, the stockholders of the Company approved Articles of
Amendment to its Articles of Incorporation as follows:
The name of the corporation was changed to United States Refining and
Petrochemicals, Inc.
The total number of shares of stock which the Corporation shall have authority
to issue is 185,000,000 consisting of 100,000,000 shares of Class A Voting
Common Stock, par value $0.01 per share, 50,000,000 shares of Class B Non-Voting
Common Stock, par value $0.01 per share, 10,000,000 shares of Class C Voting
Common Stock, par value $0.01 per share, and 25,000,000 shares of Preferred
Stock, par value $100.00 per share.
As discussed in Note 6, the Board of Directors approved a reverse split of the
Company's common stock on a 273 to 1 basis (27:1). The balance sheet of the
Corporation has been re-stated to reflect the foregoing.
As of May 26, 1998 the Company is not actively pursuing a transaction with
Seller's Petroleum.
