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EXHIBIT 99.01
RESALE PROSPECTUS
UNITED HERITAGE CORPORATION
2,000,000 SHARES OF COMMON STOCK
WHO IS OFFERING THE COMMON STOCK AND RECEIVING PROCEEDS FROM ANY SALES. The
shares of common stock described in this prospectus are being offered for
sale from time to time by some of our current shareholders who acquired the
shares pursuant to various stock option plans and agreements. The selling
stockholders will receive all of the proceeds from any sales. We will not
receive any of the proceeds.
HOW SALES WILL BE MADE; PRICE OF SHARES. The selling stockholders may sell
the shares of common stock at various times and in various types of
transactions, including sales in the open market, sales in negotiated
transactions, including sales in the open market, sales in negotiated
transactions and sales by a combination of these methods. Shares may be sold
at the market price of the common stock at the time of a sale, at prices
relating to the market price over a period of time, or at prices negotiated
with the buyers of shares.
FEES AND EXPENSES. The selling shareholders will pay all brokerage fees and
commissions and similar sale-related expenses. United Heritage is paying
expenses relating to the registration of the shares with the Securities and
Exchange Commission. Our common stock is listed on the NASDAQ Small Cap
Market and the Boston Stock Exchange under the symbol "UHCP". On November
___, 2000, the last reported sale price for our common stock on the NASDAQ
Small Cap Market was $___ per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this prospectus is November ___, 2000.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
NO.
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<S> <C>
UNITED HERITAGE CORPORATION
USE OF PROCEEDS
SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
</TABLE>
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UNITED HERITAGE CORPORATION
United Heritage Corporation has its principal office in Cleburne,
Texas, and operates its business through its wholly owned subsidiaries,
National Heritage Sales Corporation, UHC Petroleum Corporation, UHC Petroleum
Services Corporation, and UHC New Mexico Corporation. The Company is a Utah
corporation formed in 1981. United Heritage and its subsidiaries currently
have a total of eleven employees.
These subsidiaries conduct business in two segments. National
Heritage Sales engages in operations in the meat industry, supplying beef and
other meat products to grocery store chains for sale to consumers. The other
subsidiaries are engaged in activities oil and gas industry. in South Texas
that produce from the Val Verde Basin and in the southeastern New Mexico
portion of the Permian Basin oil field.
United Heritage's executive offices are located at 2 North Caddo
Street, Cleburne, Texas 76031, telephone number (817) 641-3681.
USE OF PROCEEDS
All shares of common stock sold pursuant to this prospectus will be
sold by the selling shareholders and United Heritage Corporation will not
receive any of the proceeds from such sales.
SELLING SHAREHOLDERS
The selling shareholders acquired the shares of common stock offered
by this prospectus from United Heritage Corporation pursuant to various stock
option plans and stock option agreements.
Our registration of these shares does not necessarily mean that the
selling shareholders will sell all or any of these shares.
The following table provides information regarding the beneficial
ownership of our common stock by the selling shareholders, as of ______.
The following table shows the name of each selling shareholder, any
position, office or other material relationship he or she has had with United
Heritage in the past three years, the amount of shares of United Heritage
common stock held by him or her prior to the offering, the percent of the
outstanding shares held by that person now, the number of shares he or she is
offering for sale, and the percent the person will hold if all of the shares
offered are sold.
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<TABLE>
<CAPTION>
NUMBER OF
NUMBER SHARES OFFERED
POSITION, OFFICER OR OTHER OF SHARES HELD FOR SALE
SELLING SHAREHOLDER MATERIAL RELATIONSHIP (& REMAINING %)(1)
<S> <C> <C> <C>
</TABLE>
[To Be Completed Pursuant To Instruction C.3(a) to Form S-8]
----------------------------------
(1) Percentages shown are the percent of the outstanding shares of common
stock the shareholder will hold if all of the shares indicated are sold,
computed in accordance with the rules of the SEC.
PLAN OF DISTRIBUTION
The shares of common stock may be offered from time to time by the
selling shareholders or their donees, pledges, transferees or other
successors in interest for resale by this prospectus in one or more
transactions at fixed prices, at market prices at the same time of sale, at
varying prices determined at the time of sale or at negotiated prices. The
selling shareholders may offer their shares of common stock in one or more of
the following transactions:
- to or through dealers or agents:
- directly by the selling shareholders;
- through agents;
- in brokerage transactions;
- on any national securities exchange or quotation service on which
the common stock may be listed or quoted at the time of sale,
including the NASDAQ Small Cap Market and the Boston Exchange;
- in the over-the-counter markets;
- in private transactions;
- for settlement of short sales, or through long sales, options
or transactions involving cross or block trades;
- by pledge to secure debts and other obligations; or
- a combination of any of the above transactions or by any other
legally available means.
LEGAL MATTERS
The validity of the shares of common stock offered pursuant
to this prospectus has been passed upon by Patrick A. Reardon,
Attorney-at-Law, Fort Worth, Texas.
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EXPERTS
The consolidated financial statements of United Heritage
Corporation as of March 31, 2000 and 1999 and for each of the years in the
three-year period ended March 31, 2000, have been audited by Weaver &
Tidwell, L.L.P., independent certified public accountants, as set forth in
their report on the consolidated financial statements. The consolidated
financial statements are included in United Heritage Corporation's annual
report on Form 10-K, as amended, for the year ended March 31, 2000 and
incorporated by reference in this prospectus. The report of Weaver & Tidwell,
L.L.P. also is incorporated by reference in this prospectus. The consolidated
financial statements of United Heritage Corporation referred to above are
incorporated by reference in this prospectus in reliance upon the reports and
upon the authority of this firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, as amended, United
Heritage Corporation filed a registration statement (No. 333- ) relating to
the securities offered by this prospectus with the Securities and Exchange
Commission. This prospectus is a part of that registration statement, which
includes additional information.
United Heritage Corporation files annual, quarterly, and current
reports, proxy statements and other information with the SEC. You may read
and copy any document United Heritage Corporation files at the SEC's public
reference rooms in Washington, D. C., New York City and Chicago, Illinois.
You can also request copies of the documents, upon payment of a duplicating
fee, by writing the Public Reference Section of the SEC. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms.
These SEC filings are also available to the public from the SEC's web site at
http://www.sec.gov.
The SEC allows United Heritage Corporation to "incorporate by
reference" the information it files with the SEC, which means that it can
disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
prospectus. Information that United Heritage Corporation files later with the
SEC will automatically update information in this prospectus. In all cases,
you should rely on the later information over different information included
in this prospectus or the prospectus supplement. United Heritage Corporation
incorporates by reference the documents listed below and any future filings
made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended
(a) Annual Report on Form 10-K, as amended, for the year ended
March 31, 2000
(b) Quarterly Report on Form 10-Q for the quarter ended September
30, 2000;
(c) The description of the Common Stock contained in the Company's
registration statement filed pursuant to Section 12 of the
Exchange Act, and all amendments thereto and reports which
have been filed for the purpose of updating such description.
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All documents United Heritage Corporation files pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and before the completion of the offering of the securities
described in this prospectus from the date of filing of such documents.
You may request a copy of these filings, at no cost, by writing or
telephoning United Heritage Corporation at:
MR. WALTER G. MIZE,
CHAIRMAN, PRESIDENT & CEO
UNITED HERITAGE CORPORATION
P.O. BOX 1956
CLEBURNE, TEXAS 76033-1956
TEL. (817) 477-5324
You should rely only on the information provided in this prospectus,
as well as the information incorporated by reference. We have not
authorized anyone else to provide you with different information. You
should not assume that the information in this prospectus or any document
incorporated by reference is accurate as of any date other than the date on
the front of the applicable document. No offer of these securities is being
made in any state where the offer is not permitted.
