GOLDEN TRIANGLE ROYALTY & OIL, INC.
Notice of Annual Meeting of Stockholders
to be held May 18, 1996
Albuquerque, New Mexico
April 12, 1996
PLEASE TAKE NOTICE that the Annual Meeting of the Stockholders of
Golden Triangle Royalty & Oil, Inc. will be held on May 18, 1996 at
Hyatt Regency, 330 Tijeras N.W., Albuquerque, New Mexico 87102.
The meeting will convene at 2:00 p.m. (Mountain Time), for the
purpose of considering and acting upon the following:
(1) the election of directors;
(2) the ratification of the selection of Robert Early &
Company, P.C. as independent accountants for fiscal year
1996;
(3) the approval of a proposal to amend the Company's
Articles of Incorporation to include preferred stock;
(4) the approval of a proposal to amend the Company's
Articles of Incorporation to change the name of the
Company to Golden Triangle Industries, Inc.; and
(5) the transaction of such other business as may properly
come before the meeting.
The transfer books of the Company will not be closed, but only
stockholders of record at the close of business on April 1, 1996
will be entitled to vote at the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE
SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED STAMPED ENVELOPE TO ASSURE YOUR REPRESENTATION AT THE
MEETING. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO ITS
EXERCISE BY GIVING WRITTEN NOTICE TO THE COMPANY OR BY ATTENDING
THE MEETING AND VOTING IN PERSON. YOUR VOTE IS IMPORTANT.
Shawna Owens
Secretary
<PAGE>
PROXY STATEMENT
GOLDEN TRIANGLE ROYALTY & OIL, INC.
P. O. Box 22010
Albuquerque, New Mexico 87154
(505) 856-5075
The following information is furnished to stockholders of Golden
Triangle Royalty & Oil, Inc. (the "Company") in connection with the
solicitation by the Board of Directors of the Company (the "Board")
of proxies to be used at the Annual Meeting of Stockholders to be
held on May 18, 1996 (the "Meeting"), and at any adjournment
thereof. All properly executed proxies will be voted in accordance
with the instructions contained thereon, and if no choice is
specified, the proxies will be voted for the election of all the
directors named herein and in favor of each proposal set forth in
the Notice of Meeting.
Any GTRO shareholder has the power to revoke his Proxy before its
exercise at the Annual Meeting or any adjournment thereof by: (1)
giving written notice of revocation to the Secretary of GTRO,
Shawna Owens, P. O. Box 22010, Albuquerque, New Mexico 87154, prior
to the Annual Meeting; (2) giving written notice of revocation to
the Secretary at the Annual Meeting; or (3) signing and delivering
a Proxy bearing a later date. However, the mere presence at the
Annual Meeting of a shareholder who has executed and delivered a
valid Proxy will not revoke such Proxy.
There are no dissenters' rights of appraisal. Neither the By-Laws
nor corporate law of the Company's state of incorporation call for
any dissenters' rights of appraisal.
This proxy statement will be transmitted to stockholders on or
about April 12, 1996.
VOTING
The voting securities of the Company consist of shares of its
common stock, $.001 par value (the "Common Stock"). Holders of
record of the Common Stock at the close of business on April 1,
1996 will be entitled to vote at the Meeting. Each share of Common
Stock entitles its owner to one vote, and cumulative voting is not
allowed. The number of shares outstanding of the Common Stock at
the close of business on April 1, 1996 was 3,845,386.
The holders of record of 45% of the outstanding shares of the
Common Stock will constitute a quorum for the transaction of
business at the Meeting, but if a quorum should not be present, the
Meeting may adjourn from time to time until a quorum is obtained.
A majority of the shares represented and entitled to vote at the
meeting are required for an affirmative vote. An abstain vote will
be counted in determining a quorum, but will not be counted as a
vote either for or against the issues.
ELECTION OF DIRECTORS
The Board of Directors of the Company (the "Board") presently
consists of eight members. The directors of the Company are
divided into three classes designated as Class I, Class II, and
Class III. The term of office of the initial Class I directors
expires at the next succeeding annual meeting of stockholders, the
term of office of the initial Class II directors expires at the
second succeeding annual meeting of stockholders, and the term of
office of the initial Class III directors expires at the third
succeeding annual meeting of stockholders. The initial Class I,
Class II, and Class III directors are those directors elected at
the June 14, 1991 annual meeting. At each annual meeting after the
June 14, 1991 annual meeting, directors to replace those of a Class
whose terms expire at such meeting shall be elected to hold office
until the third succeeding annual meeting. If the number of
directors is changed, the directorships shall be so apportioned
among the classes as to make all classes as nearly equal in number
as possible. Currently serving as directors are: Ivan Webb, Karen
Lee, Betty Polston, and David Polston as Class I directors; Effie
Kamon and John Vuksich as Class II directors; and Howard Siegel and
Kenneth Owens as Class III directors. Thys B. Johnson resigned as
a Class I director, and Robert Kamon resigned as a Class III
director during February 1996 to pursue other projects. The
following table sets forth information concerning the persons
currently serving as directors of the Company.
Date First
Position With Elected
Name Age the Company as Director
Kenneth Owens 58 Chairman of the 1994
Board and President
Ivan Webb 45 Chief Financial 1993
Officer and Director
Effie Kamon 71 Director 1979
Karen Lee 36 Director 1989
Betty Polston 62 Director 1995
David Polston 37 Director 1995
Howard B. Siegel 53 Director 1980
John M. Vuksich 44 Director 1995
Family relationships among the Company's officers and directors
include: Kenneth Owens and Shawna Owens are father and daughter,
and Betty Polston and David Polston are mother and son.
Kenneth Owens, Chairman of the Board and President, has expertise
in various areas of business. Beginning in 1961 he performed in a
supervisory capacity for several worldwide companies including
Becktel and Brown & Root. He has been involved in a variety of
projects including: (1) Alaskan oil and gas pipeline; (2) ICBM
projects; and (3) underground nuclear testing in Nevada. He has
also been active in real estate and agriculture, acquiring a major
interest in ranch grazing land and cattle operations in Texas,
Arizona, and New Mexico covering hundreds of thousands of acres.
At the present time, he is active in both agricultural ventures and
oil and gas operations. He is also consultant for surrounding
businesses in south Texas concerning the Railroad Commission of
Texas and the Texas Natural Resource Conservation Commission. He
incorporated Transcon Energy Corp. in Texas in 1988, and since that
time he has incorporated several other companies and holds
positions in these companies as President and/or CEO or Director.
Ivan Webb, Chief Financial Officer and Director, is a petroleum
land man. He received his Bachelor of Business Administration
degree in Management from Tarleton State University (branch of
Texas A & M) in 1978. In July, 1992, the Company acquired Houston
Oil & Energy, Inc. (HOE). Mr. Webb was an officer and director of
HOE for 11 years. He was instrumental in the preparation of four
oil and gas public stock offerings in 1972, 1974, 1976 and 1981,
being employed by each of these companies to seek oil and gas
production plus manage the office operations. Mr. Webb has
negotiated the acquisition of more than 200 producing oil and gas
wells within the United States.
In addition to the domestic acquisitions, Mr. Webb has been active
in leasing foreign oil and gas concessions, mostly in Australia.
He has successfully leased over 12,000,000 acres in Queensland,
Australia, and has negotiated lease terms with government officials
for oil and gas exploration in Argentina, Guyana, and New Zealand.
Over the past three years Mr. Webb has acted as an independent
consultant and managed the drilling operations of sixteen oil and
gas wells in central Texas, thirteen of which have been completed
as producers.
Karen Lee, Director, graduated with high honors from Cisco Junior
College. She administers the operation of the Company's offices in
Springtown, Texas, is in charge of completing mailing programs,
performs many tasks in connection with the Company's public
relations and broker relations programs, does much of the research
and writing for filing of Securities and Exchange Commission
documents, and is the transfer agent for the Company. Ms. Lee has
been employed by the Company for the past 16 years.
Betty Polston, Director, received two Masters degrees and worked as
a business/education consultant before moving to South Texas. For
the past six years she has been employed by OCR and Transcon, now
subsidiaries of GTRO, and has been instrumental in the development
of their facilities. She is the office manager, plus is responsible
for establishing and keeping current all leases and permits for
the entire South Texas operation, which includes OCR, Transcon and
Jim Wells. She manages the base field radio and office phone on a
24 hour seven day a week basis, helps coordinate field operations,
and handles inquiries from clients, Railroad Commission inspectors,
lease holders, suppliers, SEC auditors etc.
David Polston, Director, has been in the oil and gas business for
the past eight and one half years. He worked for companies such as
Schlumberger and Trans Texas before starting up his own company,
Texas Hydro Services, in 1990. He is an auto and diesel mechanic,
helicopter engine mechanic, certified welder, and has six years of
college education. He attained the rank of Sergeant while serving
in the U.S. Marines and received numerous meritorious awards. For
the past six years he has been employed by OCR and Transcon, now
subsidiaries of GTRO, managing all of their field operations and
helping to acquire all new lease agreements and permissions for all
operations in the South Texas area.
Howard B. Siegel, Director, received his Bachelor of Business
Administration Degree from the University of Oklahoma in 1966. He
received a Doctor of Jurisprudence Degree from St. Mary's University
School of Law in 1969. Mr. Siegel was formerly an attorney for
Superior Oil Company, a major oil and gas concern located in
Houston. He previously served as Vice President, General Counsel,
and a member of the Board of Directors of Tenneco Inc. Federal
Credit Union. From August 1989 until January, 1991 he was employed
with Hurt, Richardson, Garner, Todd & Cadenhead in Atlanta,
Georgia. Mr. Siegel is currently employed as an attorney with
Eikenburg & Stiles in Houston, Texas. Mr. Siegel has served in an
advisory capacity to the Board of Directors of the Company since
March 25, 1980.
John M. Vuksich, Director, received a B.S. degree from the U. S.
Military Academy at West Point, a M.S. degree from Stanford
University, and another M.S. degree from the Naval War College.
From 1987 to 1991 he was the System Element Manager/Operations
Research Analyst for the Strategic Defense Initiative Organization
in Washington, D. C. From August 1991 to July 1993 he was the
Senior Cost Analyst for the Office of the Assistant Secretary of
Defense where he conducted independent assessments for the Under
Secretary of Defense for Acquisition of selected defense programs,
and assessed all elements of the Strategic Defense Initiative.
From July 1993 to present Mr. Vuksich has served as the Science
Advisor to the Governor of New Mexico.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
The terms of Effie Kamon and John Vuksich, Class II directors, will
expire at this annual meeting. Effie Kamon was not nominated for
re-election by the Nominating Committee. Therefore, the Board
proposes to change David Polston from Class I director to Class II
director to make the directorships in each class as equal in number
as possible. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE
TWO DIRECTORS TO BE ELECTED as directors to hold office until the
third succeeding annual meeting after this annual meeting, as
explained under "Election of Directors".
The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock is necessary for the election of
directors.
BOARD AND COMMITTEE MEETINGS
During the fiscal year ended December 31, 1995, the Board held 11
meetings either by actual meeting or telephone conference. All
directors participated in at least 75% of the meetings.
The Board maintains a standing Audit Committee, Compensation
Committee and Nominating Committee. Kenneth Owens, David Polston,
and Betty Polston are the sole members of the Nominating Committee.
Kenneth Owens, Howard Siegel, and Shawna Owens are the sole members
of the Compensation Committee. Ivan Webb, John Vuksich, and Shawna
Owens are the sole members of the Audit Committee.
The functions of the Audit Committee are to approve the selection
of the Company's accountants and to monitor the process by which the
Company's financial records are maintained. The primary function
of the Compensation Committee is to recommend to the Board the
compensation to be paid to the Company's officers and employees.
The primary function of the Nominating Committee is to select
nominees for director. Presently the Board of Directors is filled,
but in the event a new director is needed, the Nominating Committee
would consider nominees recommended by security holders (see
Stockholder Proposals page 14). These committees met twice during
the year with all members of the committees attending each meeting.
MANAGEMENT
All of the Company's officers are executive officers who serve,
unless otherwise specified by the Board, for a term of one year or
until their successors are elected or appointed and qualified. The
table below sets forth certain information with respect to the
executive officers of the Company.
Date First
Position With Elected
Name Age the Company as Director
Kenneth Owens* 58 Chairman of the 1994
Board and President
Ivan Webb* 45 Chief Financial 1993
Officer and Director
Shawna Owens 23 Secretary/Treasurer 1995
*See "Election of Directors" for biographical information.
Shawna Owens, Secretary/Treasurer, attended Texas A&M University
and has experience in management, accounting and public relations
with different law firms. Ms. Owens worked in Washington, D. C.
for Senator Pete Dominici of New Mexico and also worked with the
Sergeant of Arms for the U. S. Senate Chambers. She is in charge
of bookkeeping and was instrumental in automating GTRO's accounting.
Ms. Owens also performs public relations duties for the Company.
She has been employed by the Company since August, 1995.
COMPENSATION
Officer Compensation
The following table sets forth certain information as to each of
the Company's executive officers for the past three fiscal years.
Restricted
Cash Stock
Name and Compensation Compensation
Principal Position Year ($) ($)
Kenneth Owens 1993 -0-
Chairman and President 1994 -0-
1995 -0-
Ivan Webb 1993 31,738
Chief Financial 1994 33,365
Officer 1995 38,926
Shawna Owens 1993 -0-
Secretary/Treasurer 1994 -0-
1995 5,500
Robert Kamon 1993 -0- 48,000**
President* 1994 -0- -0-
1995 12,000*** -0-
Karen Lee 1993 22,895
Vice President* 1994 20,138
1995 21,710
Effie Kamon 1993 -0-
Secretary* 1994 1,800
1995 -0-
Joetta Schuman 1993 8,541
Treasurer* 1994 10,886
1995 11,175
*These officers were only officers for a portion of 1995. Karen
Lee and Joetta Schuman, although not officers for the entire year,
continue to be employed by GTRO, so their salary for the entire
year is shown.
**On June 21, 1991, the Board of Directors approved a resolution
to pay Robert Kamon, President, a salary of $48,000 per year with
payment on a quarterly basis, and subject to shareholder approval
could issue restricted letter stock at 30% of the bid price in lieu
of cash. Restricted stock must be held for a period of at least
two (2) years before it can be sold on the market pursuant to SEC
Rule 144. At the July, 1992 annual meeting shareholders approved
the option of issuing restricted letter stock rather than cash for
the salary. For the fiscal year 1993, $48,000 was accrued to pay
Mr. Kamon's salary, and the Board chose to pay restricted letter
stock, so Mr. Kamon received 133,334 (53,334 after adjustment for
reverse split) shares of stock for his salary for 1993. Mr. Kamon
volunteered to forego his salary for 1994.
***Mr. Kamon received $12,000 for his salary for the first quarter
of 1995 based on the following - GTRO sold its interests in various
printing equipment to Robert Kamon for $35,000, with a $12,000
credit toward his salary, and the remaining amount paid in
restricted letter stock (see "Certain Transactions").
Director Compensation
For the year 1993, the Board of Directors approved a $4,000 fee for
services rendered in their capacities as directors. The majority
of the Board voted to take the fees due them in restricted letter
stock to avoid drawing cash from the Company. The 1993 fee was
based on the bid price of the stock on January 4, 1993. In 1994
each director, with the exception of Robert Kamon who volunteered
to forego his fee, received $2,000 cash for services rendered in
their capacities as directors; no stock was issued for directors'
fees. In 1995, the Board approved a $1,500 fee for each director
to be paid as cash or 500 shares of stock. Subsequent to the year
end, the fee was paid in cash to six directors, and in stock to
four directors.
Compensation Committee Report
The Board of Directors delegates responsibility for executive
compensation to the Compensation Committee which is comprised of
three of the directors on the Board. This committee reviews the
salaries of each of the officers of the Company, as well as sets
the directors' fees for the year. The committee recommended to the
Board that all salaries remain at the same level for all officers
during 1995.
The Compensation Committee did not recommend incentive packages to
the Board for the officers and employees of the Company in 1995.
The Committee did recommend changing directors' fees to be based on
net income of the Company, beginning with a $1,500 fee per director
for 1995, and after net income exceeds $1,500,000, doubling the fee
each year that an increase of at least $500,000 occurs in net
income.
Performance Comparison - Set forth below is a table comparing the
yearly percentage change in the cumulative total shareholder return
on the Corporation's Common Stock against the cumulative total
return of the NASDAQ Stock Market and the NASDAQ Non-Financial
Stocks. The table assumes that the value of the investment in the
Corporation's Common Stock and each index was $100 at December 31,
1990. GTRO's numbers reflect a 5% stock dividend which was paid in
1990, a 1-for-20 reverse stock split in 1993, and a 1-for-2.5
reverse stock split in 1995.
Comparison of Five-Year Cumulative Total Return
12-31 1990 1991 1992 1993 1994 1995
GTRO Stock 100.00 100.00 59.92 40.01 34.06 41.61
NASDAQ Stock 100.00 160.63 186.94 214.60 209.77 296.43
Non-Financial
Stocks 100.00 161.07 176.19 203.44 194.97 268.07
CERTAIN TRANSACTIONS
During the year several transactions with related parties occurred.
The Company purchased the remaining one-half interest in Jim Wells
Salt Water Disposal from directors of the Company for 16,000 shares
of GTRO restricted common stock; this transaction was valued at
$20,000. In addition the Company purchased County Line Disposal
Plant and a piece of equipment from directors with the agreement to
issue 99,600 shares of restricted stock for the purchase. This
transaction was valued at $175,321. In addition, the Company
purchased ranch land in New Mexico from Kenneth Owens, President.
Mr. Owens had acquired this property for cash and notes payable and
sold it to GTRO at cost.
During 1994, the Company loaned $65,000 to certain officers and
directors. To date, no payments have been made on this loan, but
management believes the loan is valid and collectible.
Demands for cash during 1995 to purchase the tire shredder and
complete the purchase of a ranch in New Mexico were met by
directors of the Company making short-term loans to GTRO in the
amount of $181,000. These loans were repaid, with interest, before
the end of the year.
During 1995 Robert Kamon, former President and Director of GTRO,
purchased GTRO's printing equipment for $35,000, with a credit of
$12,000 toward salary owed to him, and the remaining amount paid
for with 28,308 shares of GTRO stock at 13/16ths transferred from
Robert Kamon to GTRO.
Several of the officers and directors of the Company have invested
in the oil and gas business, either directly or through entities in
which they have an interest. Certain of these interests could
directly compete with the interests of the Company. For example,
Kenneth Owens, Chairman of the Board of GTRO, is an officer and
director and the owner of companies which could directly compete
with GTRO's subsidiaries, OCR and Transcon, in the salt water
disposal business. During 1994 GTRO purchased various working
interests from parties with whom Ivan Webb, Director, was associated,
which could have been considered a possible conflict of interest.
Although the Company is not aware of any present conflicts of interest,
such present or future activities on the part of the officers and
directors could directly compete with the interests of the Company.
If the Company should enter into future transactions with its officers,
directors or other related parties, the terms of any such transaction
will be as favorable to the Company as those which could be obtained
from an unrelated party in an arm's-length transaction.
PRINCIPAL STOCKHOLDERS
The table on the following page sets forth certain information
regarding the Company's common stock as of April 1, 1996 with
respect to (1) each person known by the Company to own beneficially
more than 5% of the Company's common stock, (ii) each of the
Company's directors, and (iii) all directors and officers of the
Company as a group. The title of class is common stock, $.001 par
value.
# of Shares
Name and Beneficially Percent of
Address of Stockholder Owned Class
Effie Kamon -0- 00.00%
P. O. Box 1629
Cisco, Texas 76437
Karen Lee 4,656 00.12%
104 Oak Street
Springtown, Texas 76082
Kenneth Owens 1,263,303 32.85%
P. O. Box 1042
Magdalena, New Mexico 87825
Shawna Owens 2,000 00.05%
P. O. Box 22010
Albuquerque, New Mexico 87154
Betty Polston 275,348 07.16%
P. O. Box 470
Zapata, Texas 78076
David Polston 274,708 07.14%
P. O. Box 470
Zapata, Texas 78076
Howard B. Siegel 1,225 00.03%
1021 Main Street, Ste. 1100
Houston, Texas 77002
John Vuksich 10,500 00.27%
3214 Plumb St.
Houston, Texas 77005
Ivan Webb 5,300 00.14%
P. O. Box 31
Cisco, Texas 76437
All directors and officers as a 1,836,540 47.76%
group (9 persons)
Ken Kamon 263,840 06.86%
P. O. Box 10589
Midland, Texas 79072
Note: The stockholders identified in the table above have sole
voting and investment power with respect to the shares beneficially
owned by them.
Changes in Control
No changes in control occurred during 1995. As previously
reported, a change in control of the Company occurred December 27,
1994 when 4,148,148 (1,659,260 after adjustment for reverse split)
shares of GTRO restricted stock were issued to the shareholders of
Transcon Energy Corp. ("Transcon") in order for GTRO to acquire
that company. GTRO now owns 100% of Transcon.
This block of stock represented approximately 43% of the shares
outstanding after its issuance and effectively transferred control
of the Company to these shareholders. With this stock, plus stock
already owned, the percentage of voting securities of the Registrant
now beneficially owned by the persons who acquired control is
47.15%, with the primary holder being Kenneth Owens with 32.85% of
the stock. Mr. Owens has sole voting and investment power on this
32.85% of the stock. Before the issuance of these shares no one
person had voting control of the Company. GTRO agreed to allow the
new controlling shareholder to appoint two people of his choice to
the Board of Directors.
PROPOSAL TO RATIFY THE ELECTION OF INDEPENDENT ACCOUNTANTS
Background and Description
Pursuant to the recommendations of the Audit Committee, the Board
has selected Robert Early & Company, P.C. to audit the accounts of
the Company and its subsidiaries for 1996. Such firm has served as
the Company's independent accountants for the past thirteen (13)
years. A representative of Robert Early & Company, P.C. is
expected to be present at the Meeting. He will have the opportunity
to make a statement, if he desires to do so, and to respond to
appropriate questions.
In addition to its audit services in 1995, Robert Early & Company,
P.C. prepared the Company's 1995 federal income tax returns; its
fees for this non-audit function amounted to less than 5% of its
fees for audit services. Management believes that the performance
of these non-audit functions does not affect the independence of
Robert Early & Company, P.C.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
The affirmative votes of the holders of a majority of the issued
and outstanding shares of Common Stock is necessary for the
ratification of the selection of accountants. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THIS PROPOSAL.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO INCLUDE PREFERRED STOCK
Currently the Company has only one class of stock - common stock
with a par value of $0.001 per share. The Board of Directors
recommends the addition of preferred stock to Article III of the
Articles of Incorporation. The following defines the use of
preferred stock.
Preferred Stock. The aggregate number of shares of Preferred Stock
which the Corporation shall have the authority to issue is
1,000,000 shares which Preferred Stock shall have a par value of
$0.10 per share. The Preferred Stock may be divided and issued
from time to time in one or more series as may be designated by the
Board of Directors (the "Board") of the Corporation, each such
series to be distinctly titled and to consist of the number of
shares designated by the Board. All shares of any one series of
Preferred Stock as designated by the Board shall be alike in every
particular, except that shares of any one series issued at
different times may differ as to the dates from which dividends
thereon, if any, shall accrue or be cumulative, or both. The
designations, preferences, qualifications, limitations, restrictions,
and other optional, special, participating or relative rights, if
any, of the Preferred Stock and each series thereof, which may be
designated by the Board, including but without limiting the generality
of the foregoing, shall include the following:
1. The voting rights and powers, if any, of such Preferred Stock
and each series thereof;
2. The rates and times at which, and the terms and conditions
on which, dividends, if any, on each series of Preferred
Stock will be paid, and any dividend preferences or rights
of cumulation;
3. The rights, if any, of holders of Preferred Stock, and each
series thereof, to convert the same into, or exchange the
same for, shares of other classes or series of classes, of
capital stock of the Corporation and the terms and conditions
for such conversion or exchange, including provisions for
adjustments of conversion or exchange prices or rates in such
events as the Board shall determine;
4. The redemption rights, if any, of the Corporation and the
holders of the Preferred Stock and each series thereof and
the times at which, and the terms and conditions on which,
Preferred Stock, and each series thereof, may be redeemed;
5. The rights and preferences, if any, of the holders of
Preferred Stock, and each series thereof, upon the voluntary
or involuntary liquidation, dissolution or winding up of the
Corporation; and
6. A stated value per share for dividend or conversion purposes.
The purpose of adding preferred stock to the Articles of Incorpor-
ation is to broaden the ability of the Company to use an alternate
method of funding projects and raising working capital. There are
no plans at this time to issue preferred shares for raising working
capital.
Following is the proposed amendment to Article III of the Company's
Articles of Incorporation. The first paragraph of Article III will
be deleted and replaced with the following paragraph:
ARTICLE III
"The authorized capital stock of the corporation is 100,000,000
shares of common stock $0.001 par value, and 1,000,000 shares of
preferred stock, $0.10 par value. The capital stock, after the
amount of the subscription price has been paid in, shall not be
subject to assessment to pay the debts of the corporation."
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
The affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock is necessary for the adoption of
this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL TO
AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCLUDE PREFERRED
STOCK.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY
Due to the fact that the Company has diversified into several new
areas of business during the last two years, and its primary source
of revenues is no longer from oil and gas production, the Board
recommends a change in the name of the Company from Golden Triangle
Royalty & Oil, Inc. to Golden Triangle Industries, Inc. The Board
feels that this new name better reflects the Company's new direction.
The following is the proposed amendment to Article I of the
Company's Articles of Incorporation:
ARTICLE I
The corporate name of the corporation shall be:
Golden Triangle Industries, Inc.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
The affirmative vote of the majority of the issued and outstanding
shares of Common Stock is necessary for the adoption of this
proposal.
THE BOARD RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSAL TO
AMEND THE COMPANY'S ARTICLES OF INCORPORATION FOR THE NAME CHANGE.
OTHER MATTERS
The Board knows of no other matters to be brought before the
Meeting. However, if other matters calling for stockholder action
should properly come before the Meeting, it is the intention of
each person named in the proxy to vote thereon in accordance with
his or her best judgement.
PROXY SOLICITATION
THE ENCLOSED PROXY FORM IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY.
The entire cost of preparing, assembling, printing, and mailing the
proxy form and proxy materials used in the solicitation of proxies
will be paid by the Company. The Company will request banks,
brokers and other fiduciaries to send the Company's proxy materials
to their principals, and the Company will reimburse said fiduciaries
for their mailing and related expenses. In addition to the use of
the mails, solicitation may be made by officers, directors and
regular employees of the Company by telephone, facsimile and personal
interview. The Company does not expect to pay any compensation to
such persons, other than their regular compensation, for their services
in soliciting proxies.
ANNUAL REPORT AND FORM 10-K
The 1995 Annual Report to the Stockholders of the Company is
enclosed together with this proxy statement.
The Company will provide, without charge, to each person being
solicited by this Proxy Statement, on written request of any such
person, a copy of the Company's Annual Report on Form 10-K required
to be filed with the Securities and Exchange Commission pursuant to
Rule 13a-1 under the Securities Exchange Act of 1934 for the
Company's fiscal year ended December 31, 1995. Such requests should
be directed to Golden Triangle Royalty & Oil, Inc., PO Box 22010,
Albuquerque, New Mexico 87154.
STOCKHOLDER PROPOSALS
Any interested stockholder may submit a proposal concerning the
Company to be considered by the Board for inclusion in the proxy
statement and form of proxy relating to next year's Annual Meeting
of Stockholders. In order for any proposal to be so considered,
the proposal must be in writing and received by the Company on or
before January 15, 1997. Stockholder proposals should be submitted
to Golden Triangle Royalty & Oil, Inc., P. O. Box 22010, Albuquerque,
New Mexico 87154.
BY ORDER OF THE BOARD OF DIRECTORS
Shawna Owens
Secretary
Albuquerque, New Mexico
<PAGE>
PROXY
GOLDEN TRIANGLE ROYALTY & OIL, INC.
(A Colorado Corporation)
P. O. Box 22010
Albuquerque, New Mexico 87154
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF GOLDEN
TRIANGLE ROYALTY & OIL, INC.
The undersigned hereby appoints Kenneth Owens, Ivan Webb, Karen
Lee, Betty Polston, David Polston, Howard Siegel and John Vuksich,
or any of them (with full power to act alone and to designate
substitutes), proxies of the undersigned, with authority to vote
and act with respect to all shares of the common stock of Golden
Triangle Royalty & Oil, Inc. that the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders
to be held on May 18, 1996 at 2:00 p.m. (Mountain Time) and at any
adjournment thereof, upon the matters noted below and upon any
other matters that may properly come before the Meeting or any
adjournment thereof. Said proxies are directed to vote as checked
below upon the following matters, and otherwise in their discretion.
An abstain vote will be counted in determining a quorum, but will
not be counted as a vote either for or against the issues.
(1) To elect as Class II directors the following nominees: John
Vuksich and David Polston
[ ] FOR all of the foregoing nominees
[ ] WITHHOLD AUTHORITY to vote for all of the foregoing nominees
[ ] ABSTAIN
Note: to withhold authority for an individual nominee, strike a
line through that nominee's name. Unless authority to vote
for all of the foregoing nominees is withheld, this proxy will
be deemed to confer authority to vote for each nominee whose
name is not struck.
(2) To ratify the selection of Robert Early & Company, P.C. as the
independent auditor for 1996.
VOTE FOR VOTE AGAINST ABSTAIN
[ ] [ ] [ ]
(3) To approve the proposal to amend the Company's Articles of
Incorporation to include preferred stock.
VOTE FOR VOTE AGAINST ABSTAIN
[ ] [ ] [ ]
(4) To approve the proposal to amend the Company's Articles of
Incorporation to change the Company's name to Golden Triangle
Industries, Inc.
VOTE FOR VOTE AGAINST ABSTAIN
[ ] [ ] [ ]
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder(s). In the absence
of specific directions, this Proxy will be voted for the election
of the directors named, for the ratification of the selection of
independent accountants, for the amendment to the Articles to
include preferred stock, and for the amendment to the Articles for
the name change. If any other business is transacted at the
Meeting, this Proxy will be voted in accordance with the best
judgment of the proxies. The Board of Directors recommends a vote
FOR each of the listed propositions. This Proxy may be revoked
prior to its exercise.
Note: Please sign exactly as name(s) appear on the stock certificate.
An attorney, executor, administrator, trustee or guardian or
other fiduciary should sign as such. ALL JOINT OWNERS MUST SIGN.
Dated:
Signature of Stockholder(s)
Signature of Stockholder(s)
