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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
GATEWAY ENERGY CORPORATION
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(Name of Registrant as Specified In Its Charter)
NEIL A. FORTKAMP, EXECUTIVE VICE PRESIDENT, CFO & COO
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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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:
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
/ / 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:
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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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GATEWAY ENERGY CORPORATION
10842 OLD MILL ROAD, SUITE 5
OMAHA, NEBRASKA 68154
_____________________________________________
SOLICITATION OF CONSENTS OF COMMON STOCKHOLDERS
(IN LIEU OF A PROXY)
MARCH 20, 1997
To the Stockholders of Gateway Energy Corporation:
This Solicitation of Consents, in lieu of a proxy, is being sent to Common
Stockholders of Gateway Energy Corporation ( the "Company") in lieu of a meeting
of Stockholders, for the following purpose:
1. To obtain Stockholders' consent to the adoption of an
amendment to the Company's Restated Certificate of
Incorporation to increase the authorized Common Stock of the
Company from 10,000,000 shares to 17,500,000 shares.
Stockholders of record at the close of business on February 28, 1997 (the
"Record Date") are entitled to vote on the above referenced matter. Information
concerning the matter to be voted upon is set forth in the attached Information
Statement. We encourage you to review the attached material carefully.
CONSENT CARDS, PREPARED IN LIEU OF A PROXY CARD, MUST BE RETURNED TO THE
COMPANY NOT LATER THAN APRIL 11, 1997.
By Order of the Board of Directors
Larry J. Horbach
President
<PAGE>
GATEWAY ENERGY CORPORATION
10842 OLD MILL ROAD, SUITE 5
OMAHA, NEBRASKA 68154
________________________________
CONSENT SOLICITATION STATEMENT
MARCH 20, 1997
SOLICITATION AND VOTING
This Consent Solicitation Statement, which is required to fulfill the
requirements of Regulation 14A regarding solicitation of proxies, is furnished
to the holders of the Common Stock, $.25 par value per share ("Common Stock") in
connection with the solicitation of consents ("Consents") by the Board of
Directors of Gateway Energy Corporation (the "Company") to adopt an amendment
(the "Amendment") to the Company's Restated Certificate of Incorporation to
increase the authorized Common Stock from 10,000,000 shares to 17,500,000
shares. The first mailing of this Consent Solicitation Statement and
accompanying material to the holders of the Common Stock will be made on March
24, 1997.
We are asking you for a Consent, in lieu of a proxy, and you are requested
to send us the enclosed Consent. This Consent, once given will be nonrevocable.
Delaware law permits Stockholders to vote by consent in lieu of an actual
meeting of Stockholders. The Company has determined not to hold an actual
meeting of Stockholders in order to save cash and reduce expenses.
The cost of solicitation of Consents will be borne by the Company. In
addition to the use of the mails, Consents may be solicited personally, or by
telephone or electronic media by regular employees of the Company or by persons
engaged by the Company for such purposes. If the Company engages outside persons
to solicit Consents, said cost will not exceed $ 5,000. The Company will
reimburse brokers and other custodians, nominees or fiduciaries for their
expenses in forwarding the Consent Solicitation Statement and accompanying
material to security owners and obtaining the Consents.
Stockholders of record at the close of business on February 28, 1997 are
entitled to vote on matters set forth herein. On that date there were
outstanding and entitled to vote 1,929,814 shares of Common Stock (48,245,344
prior to the 1 for 25 reverse stock split).
<PAGE>
VOTE REQUIREMENT
The effectuation of the Amendment requires receipt of the affirmative vote,
by consent, of a majority of the 1,929,814 shares of Common Stock entitled to
vote as a single class.
DISCUSSION CONCERNING INCREASE IN AUTHORIZED SHARES
The Company announced at its 1996 Annual Stockholders Meeting, and in
consultation with Growth Capital Partners, Inc., the Company's investment
banker, a proposed Recapitalization of the Company ("Recapitalization"). The
Recapitalization included two steps. First, pursuant to an Information
Statement dated January 13, 1997, the Company obtained the consent of the
holders of Common Stock to adopt an amendment to the Company's Restated
Certificate of Incorporation to (i) effect a 1 for 25 reverse stock split of the
outstanding Common Stock of the Company; (ii) to decrease the authorized Common
Stock of the Company from 75,000,000 shares to 10,000,000 shares; and (iii) to
decrease the authorized Preferred Stock from 1,750,000 shares to 10,000 shares.
The Company received the required vote to adopt this amendment to the Restated
Certificate of Incorporation on January 31, 1997. The 1 for 25 reverse stock
split was effected by the Company on March 4, 1997.
The second step of the Recapitalization included the adoption by each of
the outstanding nine (9) series of Preferred Stock of Amended and Restated
Certificates of Designation to allow for the mandatory redemption of a portion
and the mandatory conversion of the remaining portion of all outstanding
Preferred Stock. Upon completion of the Recapitalization, the Preferred Stock
outstanding would be redeemed and converted into other securities including
Common Stock, Subordinated Debt, and Common Stock Purchase Warrants
(collectively the "Recapitalization Securities"). The Company received the
required vote from each series of Preferred Stock to adopt Amended and Restated
Certificates of Designation for each series of Preferred Stock on February 28,
1997.
The request to authorize 10,000,000 shares included in the Information
Statement sent to holders of Common Stock on January 13, 1997, anticipated
issuing to current holders of Preferred Stock in connection with the second step
of the Recapitalization, approximately 4,493,000 shares of Common Stock (after
the 1 for 25 reverse stock split), approximately $6,134,000 in Subordinated Debt
and 386,000 Common Stock Purchase Warrants. These amounts were calculated based
upon the assumption that all holders of Preferred Stock would take the
Recapitalization Securities.
Subsequent to the obtaining of consents on January 31, 1997 to reduce the
authorized shares of Common Stock to 10,000,000 and in order to (1) provide an
option for the Preferred Stockholders; (2) offer an additional incentive for the
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Preferred Stockholders to approve the Recapitalization; and (3) further improve
its balance sheet, the Company, in consultation with its investment banker,
provided each Preferred Stockholder the right to elect to convert any or all of
their Preferred Stock into Common Stock at the Conversion Price set forth in
each respective Certificate of Designation, in lieu of taking the
Recapitalization Securities. Said election is required to be made within
fourteen (14) days of notification to holders of Preferred Stock that the second
step of the Recapitalization received the requisite vote to be implemented.
As of March 20, 1997, the Company had received elections from approximately
80% of the Preferred Stockholders. Based upon the responses received, and
assuming these responses are representative of the remaining Preferred
Stockholder elections, the Company estimates that approximately 89% of Preferred
Stockholders will elect to convert to Common Stock and as a result, the Company
will need a minimum of 5,155,000 additional shares of Common Stock to honor all
Preferred Stock elections and the exercise of all outstanding options and
warrants. Any authorized shares not issued in connection with the
Recapitalization would be used to provide financing for potential future
acquisitions which may be financed in part with Common Stock of the Company.
In the opinion of the Company, the decision of a majority of the Preferred
Stockholders to elect to convert to Common Stock rather than take the
Recapitalization Securities is advantageous to the Company. The Company's
balance sheet will be enhanced due to a more favorable debt to equity ratio
which should provide access to additional financing for property enhancements
and acquisitions on more favorable terms.
The Recapitalization will result in an increase in the book value per share
of Common Stock. Book value per share of Common Stock will increase from
($4.20) at November 30, 1996, to $.80 per share on a pro forma basis assuming
89% of Preferred Stockholders elect to convert to Common Stock as discussed
above. If all Preferred Stockholders elect to convert their Preferred Stock to
Common Stock at the Conversion Price in their respective Certificates of
Designation, the book value per share on a pro forma basis would be $.79 per
share.
In the event the amendment to the Restated Certificate of Incorporation to
increase the authorized Common Stock is not approved, the Company would not be
able to complete the Recapitalization and would continue to be obligated to pay
Preferred Stock dividends and redeem the mandatory redeemable Preferred Stock.
In such case, none of the anticipated positive effects of the Recapitalization
as set forth in the January 13, 1997 Information Statement would be possible.
THE COMPANY STRONGLY RECOMMENDS THAT THE COMMON STOCKHOLDERS VOTE "FOR" THE
PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION.
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PRO FORMA TABLE OF CAPITALIZATION
The following table sets forth the Pro Forma Capitalization of the Company
as of November 30, 1996, assuming that 89% of the Preferred Stockholders convert
to Common Stock and assuming that 100% of the Preferred Stockholders accept the
conversion to Common Stock.
Assuming 89% Assuming 100%
Actual Accept Accept
as of Conversion Conversion
11-30-96 To Common To Common
-------- --------- ---------
(1) (2)
Long-Term Debt, Less
Current Maturities $10,111,500 $10,111,500 $10,111,500
Subordinated Debt 0 746,200 0
Minority Interests 1,077,400 1,077,400 1,077,400
Mandatory Redeemable
Preferred Stock 7,809,500 0 0
Stockholders Equity
Preferred Stock 9,400 0 0
Common Stock 373,600 3,735,000 4,012,000
Paid-in Capital 10,926,800 15,550,100 16,019,300
Accumulated Deficit ( 6,823,100) ( 7,362,400) (7,362,400)
------------ ----------- ----------
4,486,700 11,922,700 12,668,900
------------ ----------- ----------
Total Capitalization $23,485,100 $23,857,800 $23,857,800
------------ ----------- ----------
------------ ----------- ----------
Total Shares
Outstanding 1,494,400(3) 14,940,000 16,048,000
------------ ----------- ----------
------------ ----------- ----------
Book Value Per Share of
Common Stock After
Deducting Stated
Value of
Preferred Stock $(4.20) $0.80 $0.79
------- ----- -----
------- ----- -----
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(1) Assumes that 89% of each class of Preferred Stockholders elect to convert
their Preferred Stock into Common Stock at the Conversion Price set forth in the
original Certificates of Designation.
(2) Assumes that all Preferred Stockholders convert all of their Preferred
Stock into Common Stock at the Conversion Price set forth in the original
Certificates of Designation.
(3) After 1 for 25 reverse stock split.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of February 28, 1997 no person was known to the Company to be a
beneficial owner of more than five percent (5%) of the Company's voting Common
Stock. The first chart below sets forth the actual Common and Preferred Stock
ownership of the officers and directors of the Company. The second chart sets
forth the options owned by officers and directors. The third chart sets forth
the ownership of officers and directors Post Recapitalization. The charts were
prepared assuming the officers and directors elect to convert their Preferred
Stock to Common Stock in lieu of taking the Recapitalization Securities, that
the 1 for 25 reverse stock split was effected and that there would be 16,048,000
shares of Common Stock outstanding after the Recapitalization.
Statement of Common and Preferred Stock Ownership
As of February 28, 1997
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
Officer or Director # of Percent of # of Shares of Percent
Shares of Class Preferred Stock of
Common Stock Class
<S> <C> <C> <C> <C>
Charles A. Holtgraves 54,554 2.8% Series B / 25(2) 1.5%
Series M / 100(2) 22.9%
Larry J. Horbach 24,605 1.3% 0 0
Donald L. Anderson 44,204(3) 2.3% Series O / 1 (4) 100%
John B. Ewing 5,760 (1) Series B / 25 1.5%
Neil A. Fortkamp 1,500 (1) 0 0
</TABLE>
(1) Represents less than 1% Common Stock ownership.
(2) The shares hereby disclosed are owned by the Holtgraves Family Limited
Partnership of which Charles A. Holtgraves is a General Partner.
(3) Donald Anderson owns 7,547 shares individually and personally and has
a one-third interest in the 36,657 shares held by Pipeline Capital,
Inc.
(4) The Company issued one share of Series O Preferred Stock to Pipeline
Capital, Inc. in connection with a Settlement and Purchase Agreement
described in the Company's 10-KSB filed for the year ended February
29, 1996. Donald L. Anderson is a one-third owner of Pipeline
Capital, Inc.
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The following table sets forth the value at December 31, 1996 of
unexercised options/SARs for officers of the Company:
Name Number of Securities Value (1) of unexercised in-
underlying unexercised the-money options/SARs
options/SARS at year-end (#) at year-end: ($)
exercisable/unexercisable exercisable/unexercisable
Larry J. Horbach 7,000/0 $0/0
Neil A. Fortkamp 6,500(2)/0 $0/0
(1) The value of unexercised, in-the-money options has been calculated by
determining the difference between the fair market value of the
Company's Common Stock on December 31, 1996, and the exercise price of
the options, multiplied by the number of options held.
(2) Includes warrants to purchase 500 shares of Company's Common Stock.
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The following table sets forth the Post Recapitalization ownership of
officers and directors assuming all officers and directors elect to convert
their Preferred Stock to Common Stock in lieu of taking the Recapitalization
Securities.
<TABLE>
<CAPTION>
Officer or Director Common Stock/ Subordinated Warrants Options
Director % of Class Debt
<S> <C> <C> <C> <C>
Charles A. 139,989/.9% 0 0 0
Holtgraves(1)
Larry J. Horbach 24,605/.2% --- 0 7,000
Donald L. --- 0 0
Anderson(2) 225,131/1.4%
John B. Ewing 22,847/.1% 0 0 0
--- 500 6,000
Neil A. Fortkamp 1,500/ - %
</TABLE>
(1) Charles A. Holtgraves holds 28,014 shares of Common Stock in his own
name. The Holtgraves Family Limited Partnership holds 26,540 shares
and will receive 85,435 shares of Common Stock upon conversion of
Preferred Stock.
(2) Donald L. Anderson owns 7,547 shares individually. PCI, of which he
is a one-third owner, will own 217,584 shares after the
Recapitalization is effected.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In fiscal year 1992, the Company entered into an agreement ("Agreement")
with Pipeline Capital, Inc. ("PCI") (which was subsequently amended several
times) whereby PCI, through a sponsorship arrangement, was to raise up to
$50,000,000 in capital for the Company over five years. Donald L. Anderson is a
shareholder of PCI and has a one-third interest in the capital and in all
profits and losses of PCI. To date, $20,291,000 of capital has been raised.
As more fully set forth in the 1996 Proxy Materials for the Annual
Stockholders Meeting, the parties had several ongoing disagreements regarding
the proper
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interpretation of various sections of the Agreement. In an attempt to settle
these, the parties terminated all prior agreements and entered into a Settlement
and Purchase Agreement ("Settlement Agreement") effective May 6, 1996. In
summary, pursuant to the Settlement Agreement, the Company issued one share of
Series O Preferred Stock to PCI and a promissory note for $480,000. PCI
executed a promissory note in the amount of $278,725 plus interest at 7% in
favor of the Company.
Pursuant to the Recapitalization, PCI exchanged its one share of Series O
Preferred Stock for 180,927 shares of Common Stock of the Company. Assuming
all Preferred Stockholders elect to convert to Common Stock, the holders of
Series O Preferred Stock will hold Common Stock equal to approximately 1.4%
ownership of the Company. Although some of the terms of the $480,000 promissory
note may be adjusted, the promissory note will remain a legal obligation of the
Company following the Recapitalization and the Company will continue to pay
$10,000 per month to PCI as provided in the note. As part of the
Recapitalization, the Company forgave the $278,728 promissory note from PCI.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Information
Statement the following documents previously filed by the Company with the
Securities and Exchange Commission pursuant to the Exchange Act:
1. Annual Report on Form 10-KSB for the year ended February 29, 1996;
2. Quarterly Reports on Form 10-QSB for the quarters ended May 31, 1996,
and August 31, 1996; and
3. Current Report on Form 8-K dated July 30, 1996 and March 11, 1997.
TEXT OF PROPOSED AMENDMENT
TO THE RESTATED CERTIFICATE OF INCORPORATION
If the proposed amendment to the Restated Certificate of Incorporation is
adopted, Article IV will read as follows:
"Fourth. The total aggregate number of shares which the Company shall
have authority to issue is seventeen million five hundred and ten
thousand, (17,510,000) shares designated as follows: (i) seventeen
million five hundred thousand (17,500,000) shares of Common Stock, par
value $.25 per share; and (ii) ten thousand (10,000) shares of
Preferred Stock, par value $1.00 per share, which shares of Preferred
Stock may be issued in series, all with such rights, privileges and
restrictions and preferences as the Board of Directors may authorize
from time to time."
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GATEWAY ENERGY CORPORATION
THIS CONSENT, IN LIEU OF A PROXY,
IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS IN LIEU OF
HOLDING A SPECIAL MEETING OF STOCKHOLDERS
The undersigned hereby votes the number of shares the undersigned would be
entitled to vote if personally present at a special meeting held for the purpose
of voting on the proposal set forth below.
APPROVE adoption of an amendment to the Restated Certificate of
Incorporation to increase the authorized shares of Common Stock from
10,000,000 shares to 17,500,000 shares.
FOR AGAINST
/ / / /
THE BOARD OF DIRECTORS STRONGLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION.
Signature(s):_______________________________________ Date:______________________
Please sign exactly as your name appears hereon. When signing as attorney,
executor, administrator, trustee or guardian-conservator, give full title. All
joint tenants must sign.
Appendix A to Consent Solicitation Statement
