<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
GATEWAY ENERGY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
GATEWAY ENERGY CORPORATION
April 20, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of Gateway Energy Corporation to be held at The Warwick Hotel, 5701 Main
Street, Houston, Texas 77005 on May 25, 2000, at 10:00 a.m. local time. The
Notice of Annual Meeting and Proxy Statement accompanying this letter
describe the business to be transacted at the meeting.
During the meeting the Board of Directors will report to you on the Company's
progress during this past year and will discuss plans for the current year.
We welcome this opportunity to share our progress with you and look forward
to your comments and questions.
The Board of Directors appreciates and encourages stockholder participation
in the Company's affairs and we hope you can attend in person. Whether or
not you plan to attend the meeting, it is important that your shares be
represented. Therefore, please sign, date, and mail the enclosed proxy in
the envelope provided at your earliest convenience.
Sincerely,
Michael T. Fadden
CHAIRMAN OF THE BOARD
<PAGE>
GATEWAY ENERGY CORPORATION
500 Dallas Street, Suite 2615
Houston, Texas 77002
__________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 2000
To the Stockholders of Gateway Energy Corporation:
The Annual Meeting of Stockholders of Gateway Energy Corporation (the
"Company") will be held at The Warwick Hotel, 5701 Main Street, Houston,
Texas 77005 on May 25, 2000, at 10:00 a.m. local time for the following
purposes:
1. To elect a Board of Directors to serve until the next annual
meeting of stockholders.
2. To ratify the appointment of Grant Thornton LLP as independent
public accountants.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on March 31, 2000, (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting.
It is important that your shares be represented at the Annual Meeting
regardless of the number of shares you hold and whether or not you are
personally able to attend. Accordingly, please sign the enclosed proxy and
return it as soon as possible in the enclosed envelope provided for your
convenience.
By Order of the Board of Directors
Michael T. Fadden
Chairman, President and CEO
Houston, Texas
April 20, 2000
<PAGE>
GATEWAY ENERGY CORPORATION
500 Dallas Street, Suite 2615
Houston, Texas 77002
__________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 2000
_________________
GENERAL INFORMATION
This Proxy Statement is furnished to the holders of the Common Stock,
$.25 par value per share ("Common Stock") in connection with the solicitation
of proxies by the Board of Directors of Gateway Energy Corporation (the
"Company") to be voted at the Annual Meeting of Stockholders to be held on
May 25, 2000, or any adjournment thereof. The first mailing of the proxy
material to the holders of the Common Stock will be made on approximately
April 21, 2000.
The cost of the solicitation of proxies will be borne by the Company.
In addition to the use of the mails, proxies may be solicited personally, or
by telephone or electronic media by regular employees of the Company. The
Company will reimburse brokers and other custodians, nominees or fiduciaries
for their expenses in forwarding proxy material to security owners and
obtaining their proxies.
Stockholders of record at the close of business on March 31, 2000 (the
"Record Date"), are entitled to vote on matters to come before the meeting.
On that date there were outstanding and entitled to vote 15,312,208 shares of
Common Stock. Each share is entitled to one vote on each matter presented.
Any proxy may be revoked by a stockholder at any time before it is
exercised by giving written notice to that effect to the Secretary of the
Company or by signing a later-dated proxy. Stockholders who attend the
Annual Meeting may revoke any proxy previously granted and vote in person.
All properly executed proxies will be voted in accordance with the
instructions contained thereon, and if no instruction is specified, the
proxies will be voted for the election of the eight directors named elsewhere
in the Proxy Statement, for ratification of the appointment of Grant Thornton
LLP as independent public accountants, and in accordance with the instruction
of the Board of Directors as to any other matters. Abstentions do not
constitute a vote "FOR" or "AGAINST" any matter listed in the accompanying
Notice of Annual Meeting, but will be included in determining the number of
shares present for purposes of obtaining a quorum. Also broker "non-votes"
(i.e. proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial or other persons entitled to vote
shares on a particular matter with respect to which the brokers or nominees
do not have discretionary power) will be treated as present for purposes of
determining the presence of a quorum at the Annual Meeting. If such a quorum
should not be present, the Annual Meeting may be adjourned from time to time
until the necessary quorum is obtained.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Following is a list of the names, addresses, and ages of the eight
nominees, all of whom are presently serving as Directors. Also included in
the chart is the year in which each became a Director of the Company.
Footnoted below is the past five-year business history of each Director
nominee and any public company directorships held by such persons. The
proxy holders named in the proxy intend to vote "FOR" the election of the
eight nominees listed below unless authority to so vote is withheld. In the
unexpected event that any of the nominees are unable to serve or for good
cause will not serve as Directors, the proxy holders reserve the right to
vote for such substitute nominees that are designated by the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE EIGHT
NOMINEES LISTED BELOW.
<TABLE>
<CAPTION>
DIRECTOR
NAME AND ADDRESS AGE SINCE
- ---------------- ------- --------
<S> <C> <C>
Michael T. Fadden 59 1997
500 Dallas Street, Suite 2615
Houston, TX 77002
John B. Ewing, Jr. 78 1988
46 North Washington, Suite 7
Sarasota, FL 34236
Scott D. Heflin 42 1999
500 Dallas Street, Suite 2615
Houston, TX 77002
Earl P. Hoffman 58 1998
2 Northpoint Drive, Suite 820
Houston, TX 77060-3237
Charles A. Holtgraves 35 1988
Post Office Box 860202
Shawnee, KS 66286
Larry J. Horbach 58 1990
10842 Old Mill Road, Suite 5A
Omaha, NE 68154
Gary A. McConnell 59 1998
12516 Shamrock Rd.
Omaha, NE 68154
Abe Yeddis 83 1997
11700 West 85th Street
Lenexa, KS 66214
</TABLE>
-2-
<PAGE>
MICHAEL T. FADDEN. Mr. Fadden has served as Chairman of the Board of
Directors since February 1999, CEO since July 1998 and President since August
1997. Prior to becoming CEO, he served as COO from August 1997 until his
election as CEO in July 1998. Mr. Fadden served as President of Abtech
Resources, Inc. from September 1993 to August 1997 and Executive Vice
President of American Oil and Gas Corporation from January 1990 to August
1993.
JOHN B. EWING, JR. Mr. Ewing currently serves as a Director of the
Company. He served as in-house counsel for the Company from June 1988 to
1995. He has been in private practice for the past five years.
SCOTT D. HEFLIN. Mr. Heflin currently serves as a Director of the
Company. He has served as Chief Financial Officer of the Company since
September 1998 and Treasurer and Secretary of the Company since November
1998. Mr. Heflin was controller of Monterey Resources, Inc. from 1997 to
January 1998, assistant controller of Santa Fe Energy Resources, Inc. from
1996 to 1997 and controller of Transfuel, Inc. from 1994 to 1995.
EARL P. HOFFMAN. Mr. Hoffman currently serves as a Director. He has
served as Vice Chairman and CEO of Advanced Extraction Technologies, Inc., a
technology licensing company serving the natural gas, refining and
petrochemical industries since October 1992.
CHARLES A. HOLTGRAVES. Mr. Holtgraves currently serves as a Director of
the Company. Previously he served as Secretary of the Company from June 1988
to 1995 and as Treasurer of the Company from 1988 to 1994. Mr. Holtgraves was
the CFO and Vice President of First Mortgage Investment Company from 1989 to
1999 and is currently President of Argus Investment Group and Chairman of
Advanced Financial, Inc.
LARRY J. HORBACH. Mr. Horbach currently serves as Director of the
Company. He has served as Chairman, President and CEO, and Executive Vice
President - Shareholder Relations of the Company from June 1990, resigning as
President in August 1997, CEO in July 1998, Chairman in February 1999, and
Executive Vice President in July 1999. Mr. Horbach is the owner of L.J.
Horbach & Associates, a Director of Regency Affiliates, Inc. and Templeton
Savings Bank.
GARY A. MCCONNELL. Mr. McConnell currently serves as a Director. He
served as Vice President of Finance and Administration for Northern Plains
Natural Gas Company, an Enron Corporation subsidiary and operator for
Northern Border Pipeline Company from 1987 to July 1994. He served as Chief
Financial and Accounting Officer for Northern Border Partners, L.P., the
parent company of Northern Border Pipeline Company from July 1993 to July
1994. Mr. McConnell retired from Enron Corporation and became a private
investor in July 1994.
ABE YEDDIS. Mr. Yeddis currently serves as a Director of the Company.
He is Chairman, President and CEO of Promotional Headwear International and
has served in such capacity since 1979.
-3-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
As of March 31, 2000, there were no persons who are known to the Company
to be beneficial owners of more than five percent (5%) of the Company's
voting Common Stock except as listed below. The following table sets forth
information concerning the shares of Common Stock beneficially owned by (i)
each director of the Company; (ii) each of the executive officers of the
Company; and (iii) all directors and executive officers as a group.
<TABLE>
<CAPTION>
NAME NO. OF SHARES %(1)
- ---------------------------------------------- ----------------- ---------------
<S> <C> <C>
Michael T. Fadden, Chairman, President and CEO 772,550 (2) 5.0%
John B. Ewing, Director 52,475 (3) *
Scott D. Heflin, CFO and Treasurer 24,667 (4) *
Earl P. Hoffman, Director 29,628 (5) *
Charles A. Holtgraves, Director 247,864 (6) 1.6%
Larry J. Horbach, Director 62,653 (7) *
Gary A. McConnell, Director 79,628 (8) *
Abe Yeddis, Director 111,114 (9) *
</TABLE>
* Indicates less than 1% ownership.
All directors and officers as a group beneficially own 1,380,579 shares,
including currently exercisable options or warrants, or 8.9% of the
outstanding Common Stock as of March 31, 2000. (1)(10)
(1) Based upon 15,312,208 shares of Common Stock outstanding as of
March 31, 2000. Each named person is deemed to be the beneficial
owner of shares of Common Stock that may be acquired within 60 days
upon exercise of stock options and shares or options owned
indirectly through a partnership or corporation. Accordingly, the
number of shares and percentage set forth next to the name of such
person and all officers and directors as a group include the shares
of Common Stock issuable upon presently exercisable stock options
and any shares or options owned indirectly. However, the shares of
Common Stock so issuable upon such exercise by any such person are
not included in calculating the percentage of Common Stock
beneficially owned by any other stockholder.
(2) This number of shares beneficially owned includes 225,750 shares
purchasable pursuant to presently exercisable options or warrants.
(3) This number of shares beneficially owned includes 10,000 shares
purchasable pursuant to currently exercisable options or warrants.
(4) This number of shares beneficially owned includes 16,667 shares
purchasable pursuant to currently exercisable options or warrants.
(5) This number of shares beneficially owned includes 10,000 shares
purchasable pursuant to currently exercisable options or warrants.
(6) This number of shares beneficially owned includes 10,000 shares
purchasable pursuant to currently exercisable options or warrants.
(7) This number of shares beneficially owned includes 25,096 shares
owned by H & F Investments, a partnership in which Mr. Horbach has
a 50% interest.
-4-
<PAGE>
(8) This number of shares beneficially owned includes 10,000 shares
purchasable pursuant to currently exercisable options or warrants.
(9) This number of shares beneficially owned includes 10,000 shares
purchasable pursuant to currently exercisable options or warrants.
(10) The number of shares and percentage calculation includes 25,096
shares owned by H & F Investments, a partnership in which Mr.
Horbach has a 50% interest, and 292,417 shares of Common Stock
beneficially owned by directors and officers, purchasable pursuant
to presently exercisable options or warrants.
ADDITIONAL INFORMATION CONCERNING BOARD OF DIRECTORS
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
The business of the Company is managed under the direction of the Board
of Directors. There were three meetings in the ten months ended December 31,
1999. During the ten-month period, no director attended fewer than 75% of
all of the meetings of the Board of Directors. The Board of Directors has
established an Audit Committee and a Compensation and Stock Option Committee.
The Board of Directors does not have a Nominating Committee. The Executive
Committee, currently comprised of Messrs. Fadden, Heflin and Hoffman,
oversees and administers the Outside Directors Stock Option Plan.
AUDIT COMMITTEE
The primary purpose of the Audit committee is to protect the interest of
the Company's shareholders and directors by assisting the Board of Directors
in fulfilling its responsibility over the financial reporting process,
financial policies and the internal control structure. Among other things,
the committee reviews the independent audit of the Company and meets with
independent auditors as necessary to discuss matters pertaining to the audit
and any other matters which the Audit Committee or the auditors may wish to
discuss. Messrs. Holtgraves, McConnell and Yeddis comprise the Audit
Committee. The Committee met two times during the ten months ended December
31, 1999.
COMPENSATION AND STOCK OPTION COMMITTEE
The primary purpose of the Compensation and Stock Option Committee is to
recommend to the Board of Directors compensation for officers of the Company
and to administer the Company's Stock Option Plan. Among other things, the
Committee recommends to the Board the executives to be included in the
Company's Executive Compensation Plan, the annual base salary for covered
executives and the number of shares subject to option for the Executive and
Middle Management Compensation Plan Pools. Messrs. Ewing, Hoffman and
Horbach currently serve on the Committee. The Committee met three times
during the ten months ended December 31, 1999.
COMPENSATION OF DIRECTORS
The Company does not compensate employee-directors in their capacity as
directors of the Company. All Directors were reimbursed for reasonable
travel and lodging expenses incurred while attending Board, Committee or
Annual meetings. In the ten months ended December 31, 1999, the compensation
policy for non-employee directors (i.e. "Outside Directors") was as follows:
* A one-time grant of an option to purchase 10,000 shares of Common
Stock, at fair market value on date of grant, pursuant to the
Outside Directors Stock Option Plan.
* An annual retainer of $10,000, one-half in Common Stock, valued and
payable at the market price on the date of the Annual Meeting of
Stockholders, and one-half in cash payable at a rate of $1,250 each
quarter. During the ten months ended December 31, 1999 the Outside
Directors voluntarily reduced the stock portion of this retainer by
one half to $2,500.
-5-
<PAGE>
* A cash payment of $125 per hour for each Board, Committee or Annual
Meeting attended; provided that meetings and specific consultations
with the Company's executive management lasting at least eight hours
are compensated on a per diem rate of $1,000.
AGGREGATED OPTION/SAR EXERCISES IN THE TEN MONTHS ENDED DECEMBER 31, 1999 AND
PERIOD-END OPTION/SAR VALUES
The following table sets forth information with respect to unexercised
options and SARs. No stock options were exercised during the ten months
ended December 31, 1999. In November 1999 the Board of Directors repriced
225,750 of Mr. Fadden's options, having a weighted average exercise price of
$0.80 per share, to a new exercise price of $0.40 per share. The
Compensation Committee of the Board recommended the repricing in recognition
of progress made by Mr. Fadden toward achievement of operating goals of the
Company, and to raise long-term incentive value of Mr. Fadden's options to a
level consistent with that of other outstanding grants.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
DECEMBER 31, 1999 DECEMBER 31, 1999
(#) ($) (1)
---------------------------------------------
NAME SHARES
ACQUIRED ON VALUE EXERCISABLE ("EX") EXERCISABLE ("EX")
EXERCISE (#) REALIZED ($) UNEXERCISABLE ("UN") UNEXERCISABLE ("UN")
(a) (b) (c) (d) (e)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael T. Fadden 0 0 50,000("Ex") 0 ("Ex")
173,500("Ex") 0 ("Ex")
2,250("Ex") 0 ("Ex")
- -------------------------------------------------------------------------------------------------------
Scott D. Heflin 0 0 16,667("Ex") 0 ("Ex")
33,333("Un") 0 ("Un")
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) The value of the options was determined by using the average
of the high and low price of the Company's Common Stock ($.26)
on December 31, 1999.
-6-
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. On November 4, 1999 the Board of Directors
approved a change in the Company's fiscal year-end from February 28/29 to
December 31. Accordingly, current information presented below is for the ten
months ended December 31, 1999. Prior fiscal year data is presented for the
twelve-month periods ended February 28 of each year.
Individual executive officer compensation for the ten months ended
December 31, 1999, includes base salary, certain expense allowances provided
by the Company and matching contributions of the Company to its 401(k)
Savings Plan. The following Summary Compensation Table includes compensation
paid in cash.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
SECURITIES
NAME AND UNDERLYING
PRINCIPAL POSITION PERIOD (1) SALARY OTHER BONUS OPTIONS/SAR'S(#)
- ----------------------- ------------ -------- ------- ------- ------------------
<S> <C> <C> <C> <C> <C>
Michael T. Fadden(3) 12/31/99 (2) $125,000 $9,930 $- $-
Chairman, CEO and FY 1999 $120,000 $7,200 $- $-
President FY 1998 $ 70,000 $ 600 $- $-
Scott D. Heflin(4) 12/31/99 (2) $ 78,000 $7,904 $- $-
Chief Financial Officer, FY 1999 $ 44,527 $3,000 $- $-
Secretary and Treasurer
</TABLE>
(1) "FY" denotes a 12-month fiscal year ended February of the year indicated.
(2) Represents the ten months ended December 31, 1999.
(3) Michael T. Fadden joined the Company in August 1997.
(4) Mr. Heflin became Chief Financial Officer of the Company on September 9,
1998. He was elected Treasurer and Secretary in November 1998. His salary
began in September 1998.
The Board of Directors and Compensation and Stock Option Committee have
approved an Executive Compensation Plan ("Executive Plan") and a Middle
Management Compensation Plan ("Middle Management Plan") for the Company. The
executives to be covered are determined by the Compensation and Stock Option
Committee of the Board. The Middle Management employees to be covered are
determined by the President. Currently the CEO and CFO are covered by the
Executive Plan and three employees in the Company's subsidiary operations are
covered by the Middle Management Plan.
Both the Executive Plan and the Middle Management Plan have three
components: base salary, short-term incentive and long-term incentive. Base
salaries are set annually. The short-term incentive under both plans is a
cash bonus to be paid upon attainment of certain goals, which goals are set
by the Board of Directors annually. No bonuses were payable for the ten
months ended December 31, 1999 under the Executive Compensation Plan or the
Middle Management Compensation Plan. The long-term incentive portion is
comprised of incentive or non-qualified stock options on the Company's Common
Stock. The option pool, which includes options for both the Executive Plan
and the Middle Management Plan, shall be equal to two and one-half percent
(2.5%) of the fully diluted shares outstanding as of the Company's preceding
fiscal year end. The options are issued pursuant to the Company's 1998 Stock
Option Plan.
-7-
<PAGE>
The Compensation and Stock Option Committee and the Board of Directors
believe that the Executive Plan and the Middle Management Plan will help the
Company employ and retain key executive officers and employees, who will in
turn maximize the value of the Company's Common Stock.
OPTION/SAR GRANTS FOR THE TEN MONTHS ENDED DECEMBER 31, 1999
No option and/or SAR grants were made during the ten months ended
December 31, 1999.
LIST OF CURRENT EXECUTIVE OFFICERS OF THE COMPANY
The following is a list of the names and ages of the current executive
officers of the Company, their business history for the past five years and
the year in which each person became an Officer of the Company.
<TABLE>
<CAPTION>
OFFICER
NAME AGE POSITION & PRINCIPAL OCCUPATION FOR LAST FIVE YEARS SINCE
- ------------------------- ----- ----------------------------------------------------- ---------
<S> <C> <C> <C>
Michael T. Fadden 59 Chairman of the Board since February 1999, CEO 1997
since July 1998, and President since August 1997;
COO of the Company from August 1997 until July 1998;
Served as President of Abtech Resources, Inc. from
September 1993 to August 1997.
Scott D. Heflin 42 Chief Financial Officer of the Company since 1998
September 1998; Treasurer and Secretary since
November 1998; Controller of Monterey Resources, Inc.
in 1997; Assistant Controller of Santa Fe Energy
Resources, Inc. in 1996; Controller of Transfuel, Inc.
1994-1995.
</TABLE>
-8-
<PAGE>
PROPOSAL 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Grant Thornton LLP, independent
public accountants, to examine the financial statements of Gateway Energy
Corporation for the year ending December 31, 2000, and to perform other audit
and accounting related activities as may be requested from time to time by
management or the Board of Directors.
The Board has directed that the appointment of Grant Thornton LLP be
submitted to the stockholders for approval. The affirmative vote of a
majority of the shares of Common Stock present or represented and entitled to
vote on the proposal at the Annual Meeting is required for approval. If the
stockholders do not approve, the Audit Committee and the Board will
reconsider the appointment.
Representatives of Grant Thornton LLP are expected to be present at the
Annual Meeting. They will be available to respond to appropriate questions
and will have an opportunity to make a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF GRANT THORNTON LLP AS INDEPENDENT PUBLIC ACCOUNTANTS.
OTHER BUSINESS
Management does not intend to bring any business before the Annual
Meeting other than the matters referred to in the accompanying notice and at
this date has not been informed of any matters that may be presented to the
Annual Meeting by others. If, however, any other matters properly come
before the Annual Meeting, it is intended that the persons named in
accompanying proxy will vote in accordance with the instructions of the Board
of Directors on such matters.
ANNUAL REPORT
The Company's Annual Report, including the Form 10-KSB for the ten
months ended December 31, 1999, is being mailed to all stockholders
concurrently herewith. The Annual Report is not a part of the proxy
solicitation material. Additional copies of the Annual Report which includes
the Form 10-KSB for the ten months ended December 31, 1999, will be provided,
without charge, upon written request from any stockholder to: Gateway Energy
Corporation, Attention: Nancy S. Block, Manager of Investor Relations &
Administration, 500 Dallas Street, Suite 2615, Houston, Texas 77002.
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
Section 16 (a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors and persons
who own more than 10% of the registered class of the Company's equity
securities to file reports of ownership on Form 3 and changes in ownership on
Form 4 or Form 5 with the Securities and Exchange Commission (the "SEC").
Such officers, directors, and 10% stockholders are also required by the SEC
rules to furnish the Company with copies of all Section 16(a) forms they
file. For the ten months ended December 31, 1999, Director Yeddis failed to
timely file Form 4's.
STOCKHOLDER PROPOSALS FOR 2001
Stockholders may submit proposals on matters appropriate for stockholder
action at the Company's annual meeting, consistent with regulations adopted
by the SEC. Proposals to be considered for inclusion in the Proxy Statement
for the 2001 Annual Meeting must be received by the Company not later than
December 15, 2000. Proposals should be directed to the attention of the
Secretary, Gateway Energy Corporation, 500 Dallas Street, Suite 2615,
Houston, Texas 77002.
-9-
<PAGE>
GATEWAY ENERGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 2000
The undersigned hereby constitutes and appoints Michael T. Fadden and
Earl P. Hoffman, with full power to act alone, or any substitute appointed by
either of them, the undersigned's agent, attorney and proxy to vote the
number of shares the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders of Gateway Energy Corporation,
to be held at the Warwick Hotel, 5701 Main Street, Houston, Texas 77005 on
the 25th day of May, 2000 at 10:00 a.m. local time or any adjournments as
indicated hereon.
(To be Signed on Reverse Side)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
GATEWAY ENERGY CORPORATION
May 25, 2000
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
TRIANGLE Please Detach and Mail in the Envelope Provided TRIANGLE
Please mark your
votes as in this
example /X/
1. Election of Directors
FOR the eight WITHHOLD Nominees: Michael T. Fadden
nominees (except AUTHORITY John B. Ewing
as indicated below) to vote for eight Scott D. Heflin
nominees listed to Earl P. Hoffman
the right. Charles A. Holtgraves, Jr.
Larry J. Horbach
/ / / / Gary A. McConnell
Abe Yeddis
(INSTRUCTION: To withhold authority to vote
for any individual nominee, write that
nominee's name on the space provided
below.)
- ---------------------------------------------
2. Ratification of public accountants
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, the proxies are authorized
to vote upon such other business as may
properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF ALL NOMINEES FOR
DIRECTOR, FOR THE RATIFICATION OF
PUBLIC ACCOUNTANTS AND WITH
DISCRETIONARY AUTHORITY ON ALL
OTHER MATTERS.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
- ------------------------ ----------------------- Dated: ---------------, 2000
Signature of Shareholder Signature of Shareholder
NOTE: Please sign exactly as your name appears hereon. When signing as
attorney, executor, administrator, trustee, guardian or conservator, give
full title. All joint tenants must sign.
