GOLDEN TRIANGLE INDUSTRIES, INC.
Notice of Annual Meeting of Stockholders
to be held May 22, 1999
Sugar Land, Texas
April 16, 1999
PLEASE TAKE NOTICE that the Annual Meeting of the Stockholders of Golden
Triangle Industries, Inc. will be held on May 22, 1999 at Harrah's, 3475 S.
Las Vegas Blvd., Las Vegas, Nevada 89109. The meeting will convene at
11:00 a.m. (Pacific Time), for the purpose of considering and acting upon
the following:
(1) the election of directors;
(2) the ratification of the selection of BDO Seidman, LLP as
independent accountants for fiscal year 1999; and
(3) 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 5, 1999 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 SELF-
ADDRESSED POSTAGE PAID 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 Gagnon
Secretary
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PROXY STATEMENT
GOLDEN TRIANGLE INDUSTRIES, INC.
P. O. Box 17029
Sugar Land, Texas 77496-7029
(281) 565-7300
The following information is furnished to stockholders of Golden Triangle
Industries, 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 22, 1999 (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 GTII stockholder 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 GTII, Shawna Gagnon, P. O. Box
17029, Sugar Land, Texas 77496-7029, 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 stockholder 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
16, 1999.
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 5, 1999 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 5, 1999 was 607,805.
In addition to the Common Stock, there are 3,374 shares outstanding of
Class A Preferred Stock and 52,821 shares outstanding of Class B Preferred
Stock ("Preferred Stock"). During 1996 Preferred Stock was issued to
stockholders in exchange for Common Stock at a rate of 1-for-10, with the
Preferred Stock retaining the same voting rights as if it were Common
Stock. Therefore, the holders of Preferred Stock at the close of business
on April 5, 1999, are also entitled to vote at the Meeting with each
preferred share being equivalent to 10 common shares (total preferred
shares outstanding equivalent to 561,950 common shares outstanding).
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The holders of record of 45% of the outstanding shares of the Common and
Preferred 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 is
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
five members. Each director is elected at the annual meeting of
shareholders to hold office until the next annual meeting of shareholders
and until his/her successor has been elected and qualified. Currently
serving as directors are: Kenneth Owens, Howard Siegel, Karen Lee, Glenn
Gagnon, and David McFarlane. Richard Levine resigned as a director during
1998. 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 61 Chairman of the Board 1994
and President
Howard B. Siegel 56 Director 1980
Karen Lee 39 Director 1989
Glenn Gagnon 34 Director 1997
David McFarlane 36 Appointed Director 1998
Family relationships between the Company's officers and directors include:
Kenneth Owens and Shawna Gagnon are father and daughter, and Glenn Gagnon
and Shawna Gagnon are husband and wife.
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 Bechtel 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 ownership interest in ranch grazing land and
cattle operations in Texas, Arizona, and New Mexico covering hundreds of
thousands of acres.
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At the present time, he is active in both agricultural ventures and oil and
gas operations. He is also a consultant for surrounding businesses in
south Texas concerning the Railroad Commission of Texas and the Texas
Natural Resource Conservation Commission. He incorporated Transcon Energy
Corporation 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. Most of these companies have become subsidiaries
of GTII. Any non-subsidiary entities of which Mr. Owens is a director are
privately held.
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 company 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 July 1974 to August 1989 Mr.
Siegel was employed as an attorney with the law firm of Bracewell &
Patterson in Houston, Texas, and from that date until January 1991 he was
employed by Hurt, Richardson, Garner, Todd & Cadenhead, a law firm in
Atlanta, Georgia. Mr. Siegel is currently a practicing attorney in
Houston, Texas. Mr. Siegel has served in an advisory capacity to the Board
of Directors of the Company since March 25, 1980.
Karen Lee, Director, graduated with high honors from Cisco Junior College.
She administers the operation of the Company's offices in Springtown,
Texas, does much of the research and writing for filing of Securities and
Exchange Commission documents, and performs the transfer agent duties
and stockholder record keeping for the Company. She is a member
of the Southwest Securities Transfer Association, Inc. Ms. Lee has been
employed by the Company for the past 19 years.
Glenn Gagnon, Director, received a Bachelor of Science degree from Texas
A&M University in 1994. From 1990-1994 he was employed by Gold Gyms Inc.
and was responsible for marketing, sales and automation of new facilities.
He has been employed by GTII since 1994 and is now in charge of public
relations for the Company. He established the Dividend Reinvestment and
Stock Purchase Plan for the Company and is currently assisting with filing
of Securities and Exchange Commission documents.
David McFarlane, Director, received a BS degree in Optical Engineering from
the University of Rochester in 1985, a MS degree in Nuclear Engineering
from Texas A&M University in 1991, and a Ph.D. in Radiological Health Physics
from Texas A&M in 1995. From 1987 to 1995 he was a research assistant and
lecturer at Texas A&M. Since 1996 he has been employed by Bandag, Inc. in
Muscatine, Iowa as a research engineer. His responsibilities include
conducting research, managing research projects, and developing and
managing budgets. Mr. McFarlane was appointed a director of GTII in August
of 1998.
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VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FIVE DIRECTORS TO BE
ELECTED as directors to hold office until the next annual meeting and until
his/her successor has been duly elected and qualified. The affirmative
vote of the holders of a majority of the issued and outstanding shares of
Common and Preferred Stock is necessary for the election of directors.
BOARD AND COMMITTEE MEETINGS
During the fiscal year ended December 31, 1998, the Board held fourteen
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 and Karen Lee are the sole members of
the Nominating Committee. Howard Siegel, Karen Lee, and Glenn Gagnon are
the sole members of the Compensation Committee. Shawna Owens, Howard
Siegel and David McFarlane 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, directors, 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"). 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 following table
sets forth certain information with respect to the executive officers
currently serving the Company.
Date First
Position With Elected
Name Age the Company as Officer
- -------------- ---- ----------------------- -----------
Kenneth Owens* 61 Chairman of the Board 1994
and President
Robert Early 43 Chief Financial Officer 1997
Shawna Gagnon 26 Secretary/Treasurer 1995
*See "Election of Directors" for biographical information.
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Robert Early, Chief Financial Officer, received his Bachelor of Business
Administration Degree from Abilene Christian University in 1979, where he
majored in Accounting and minored in Agricultural Business. He received
his Certified Public Accountant certificate in Texas in 1981. Mr. Early
worked for an independent oil company for six years, then moved to a
position as partner of the firm Ashley, Early & Folwell, P.C. in 1987. In
1991 he became the sole owner of the firm and changed the name to Robert
Early & Company, P.C. Mr. Early has been doing tax work since 1983 and
auditing since 1987. Mr. Early was previously the auditor for the Company
through November 1997.
Shawna Gagnon, 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 the day to day accounting and
treasury functions and was instrumental in centralizing GTII'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 the
Company's chief executive officer for the past three fiscal years.
Salary Cash Bonus Cash
Name and Compensation Compensation
Principal Position Year ($) ($)
- ---------------------- ---- ------------ ------------
Kenneth Owens 1996 -0- -0-
Chairman and President 1997 5,000 -0-
1998 11,000 19,000
Director Compensation
In 1996 the Board approved a $1,500 fee for each director to be
paid as cash or 500 shares of stock. The fee was paid in cash to five
directors, and in stock to one director. For 1997 director compensation,
the Board approved a $1,500 fee or 143 shares of stock for each director.
The fee was paid in cash to six directors. For 1998 director compensation,
the Board approved a $1,500 fee for each director. As of December 31,
1998, the fee had not been paid.
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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, and recommends the directors' fees for the year. The
committee recommended to the Board that Kenneth Owens, President, receive a
salary of $1,000 per month during 1998, and that directors' fees for 1998
be set at $1,500 cash per director.
In September 1998, the Company filed an S-8 registration statement
registering 200,000 common shares for a Stock Compensation Plan recommended
by the committee and adopted by the Board. The Plan allows the directors
to issue common stock as compensation for services provided by employees,
officers, directors, agents, consultants, and advisors. The Plan will
allow these service providers to acquire proprietary interests in the
Company in exchange for their services. These interests would provide
incentives for high levels of service. No shares were issued under the
Plan during 1998.
Performance Graph - Set forth below is a line graph comparing the yearly
percentage change in the cumulative total stockholder return on the
Corporation's Common Stock against the cumulative total return of the
NASDAQ Stock Market and the NASDAQ Non-Financial Stocks. The graph assumes
that the value of the investment in the Corporation's Common Stock and each
index was $100 at December 31, 1993. GTII's numbers reflect a 1-for-2.5
reverse stock split in 1995, and a 1-for-3.5 reverse stock split in 1997.
December 31,
1993 1994 1995 1996 1997 1998
------ ----- ------ ------ ------ ------
GTII Stock 100.00 85.00 106.00 84.00 120.00 80.00
NASDAQ Stocks 100.00 97.75 138.26 170.01 208.58 293.21
Non-Financial 100.00 96.16 134.03 162.84 191.05 279.82
Stocks
CERTAIN TRANSACTIONS
On August 8, 1998, the Company loaned its President, Kenneth Owens, $50,000
at an interest rate of 1% per month to be repaid within 45 days. The loan
was repaid with interest within the 45 day time period. On September 8,
1998, the Company loaned Kenneth Owens $10,750 at an interest rate of 1%
per month to be repaid within 30 days. The loan was repaid with interest
within the 30 day time period.
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During 1998, the Company relocated its corporate office to Sugar Land,
Texas. The Company had been leasing its offices in Albuquerque, New
Mexico, from its president, and decided to continue this relationship in
Sugar Land. The Company's president agreed to purchase facilities which
would serve adequately as the Company's offices. The Company entered into
a ten year lease agreement with the president for office space. As part of
this agreement, the Company advanced $127,428 to him for acquisition costs.
Of this amount, $30,000 is to be repaid in early 1999 and the balance is to
be amortized over the ten-year lease period.
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. 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 following table sets forth certain information regarding the Company's
common stock as of April 5, 1999 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.
NOTE: Some of the following stockholders have exchanged all or a portion of
their common shares for preferred shares. In accordance with the Preferred
Stock Plans, the preferred shares have the same voting rights as if they
were common shares (one preferred share equals 10 common shares).
Therefore, the shares are listed below as common shares with a footnote
following to explain the breakdown of the number of common and the number
of preferred each person holds.
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# of Shares
Name and Beneficially Percent of
Address of Stockholder Owned Class
---------------------- ------------ ----------
Kenneth Owens 417,722 (1) 35.72%
6314 Aspen Cove Court
Sugar Land, Texas 77479
Howard B. Siegel 200 00.02%
P. O. Box 940572
Houston, Texas 77094-1572
Karen Lee 2,332 00.20%
104 Fossil Court
Springtown, Texas 76082
Glenn Gagnon 8,965 (2) 00.77%
P. O. Box 17029
Sugar Land, Texas 77496
Shawna Gagnon 1,710 00.15%
P. O. Box 17029
Sugar Land, Texas 77496
Robert Early 15 00.00%
2208 Ivanhoe
Abilene, Texas 79605
David McFarlane 8 00.00%
6500 49th St. S.
Muscatine, IA 52761
All directors and officers as a 430,952 (3) 36.86%
group (7 persons)
Betty Polston 62,263 (4) 05.32%
526 Admiral Benbow
McQueeney, Texas 78266
(1) Common - 18,562; Preferred B - 39,916
(2) Common - 8,735; Preferred A - 23
(3) Common - 31,562; Preferred A - 23; Preferred B - 39,916
(4) Common - 2,003; Preferred B - 6,026
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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 1998, and management is not aware of
any present arrangements that would cause a change in control in the
future.
PROPOSAL TO RATIFY THE ELECTION OF INDEPENDENT ACCOUNTANTS
Background and Description
Pursuant to the recommendation of the Audit Committee, the Board has
selected BDO Seidman, LLP to audit the accounts of the Company and its
subsidiaries for 1999. A representative of BDO Seidman, LLP 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.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
The affirmative votes of the holders of a majority of the issued and
outstanding shares of Common and Preferred Stock is necessary for the
ratification of the selection of accountants. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" RATIFICATION OF INDEPENDENT ACCOUNTANTS.
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 judgment.
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.
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ANNUAL REPORT AND FORM 10-K
The 1998 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 the 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, 1998. Such requests should be directed to Golden Triangle
Industries, Inc., P. O. Box 17029, Sugar Land, Texas 77496-7029.
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, 2000. Stockholder
proposals should be submitted to Golden Triangle Industries, Inc., P. O.
Box 17029, Sugar Land, Texas 77496-7029.
BY ORDER OF THE BOARD OF DIRECTORS Shawna Gagnon, Secretary
Sugar Land, Texas
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PROXY
GOLDEN TRIANGLE INDUSTRIES, INC.
(A Colorado Corporation)
P. O. Box 17029
Sugar Land, Texas 77496-7029
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF GOLDEN TRIANGLE
INDUSTRIES, INC.
The undersigned hereby appoints Kenneth Owens, Howard Siegel, Karen
Lee, Glenn Gagnon, and David McFarlane 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 and preferred stock of Golden Triangle Industries, Inc.
that the undersigned would be entitled to vote if personally present
at the Annual Meeting of Stockholders to be held on May 22, 1999 at
11:00 a.m. (Pacific 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 directors the following nominees: Kenneth Owens,
Howard Siegel, Karen Lee, Glenn Gagnon, and David McFarlane
[ ] 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 BDO Seidman, LLP as the independent
auditor for 1999.
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, and for the ratification of the selection of
independent accountants. If any other business is transacted at the
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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) appears on the stock certificate.
An attorney, executor, administrator, trustee or guardian or other
fiduciary should sign as such. ALL JOINT OWNERS MUST SIGN.
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Date Signature of Stockholder(s)
Please indicate by check mark
if you plan to attend the meeting
in person. [ ] -------------------------------
Signature of Stockholder(s)
