GOLDEN TRIANGLE INDUSTRIES, INC.
Notice of Special Meeting of Stockholders
to be held March 18, 2000
Sugar Land, Texas
March 2, 2000
PLEASE TAKE NOTICE that the Special Meeting of the Stockholders of Golden
Triangle Industries, Inc. will be held on March 18, 2000 at the Marriott
Hotel at the George Bush Intercontinental Airport in Houston, Texas. The
meeting will convene at 11:00 a.m. (Central Standard Time), for the purpose
of considering and acting upon the following:
(1) the ratification of the agreement to purchase Whitemark
Homes, Inc.
The transfer books of the Company will not be closed, but only stockholders
of record at the close of business on February 22, 2000 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 Owens
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 Special Meeting of Stockholders to be held on March 18, 2000 (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 in favor of the proposal
set forth in the Notice of Meeting.
Any GTII stockholder has the power to revoke his Proxy before its exercise
at the Special Meeting or any adjournment thereof by: (1) giving written
notice of revocation to the Secretary of GTII, Shawna Owens, P. O. Box
17029, Sugar Land, Texas 77496-7029, prior to the Special Meeting; (2)
giving written notice of revocation to the Secretary at the Special
Meeting; or (3) signing and delivering a Proxy bearing a later date.
However, the mere presence at the Special 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
March 2, 2000.
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 February 22, 2000 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 February 22,
2000 was 762,344. In addition to the Common Stock, there are 41,485 shares
outstanding of 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 February 22, 2000, are also entitled to vote at the Meeting with each
preferred share being equivalent to 10 common shares (total preferred
shares outstanding equivalent to 414,850 common shares outstanding).
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.
PROPOSAL TO RATIFY THE AGREEMENT TO PURCHASE WHITEMARK HOMES, INC.
GTII proposes the purchase of Whitemark Homes, Inc., a private company, by
the following method. Kenneth Owens, President of GTII, will relinquish
all of his preferred shares of GTII to the Company (39,916 preferred shares
convertible to 399,160 common shares, representing 34% ownership of GTII).
He will be allowed to retain his ownership of 38,228 common shares (less
than 5% of the Company) that he purchased in the open market. In return
for relinquishing his GTII preferred shares, Kenneth Owens will receive a
portion of GTII's assets and liabilities valued at net book value to be
calculated at the audit date. The assets include oil and gas properties,
Altair property, Apache Ranch, and possibly others that Whitemark has no
interest in retaining. The Company will then issue 533,760 restricted
common shares of GTII to Larry White, president and sole stockholder of
Whitemark Homes, Inc. for total ownership of Whitemark Homes, Inc., a
company with an estimated fair market value of $6,500,000. The number of
shares to be issued to Larry White is based on the book value of Whitemark.
Whitemark has reported assets of $10,000,000, revenues of approximately
$15,000,000 in 1999, and net income of approximately $800,000 in 1999.
The Board of Directors of GTII and the Board of Directors of Whitemark have
approved this transaction. Kenneth Owens believes that this transaction
will benefit GTII and has shown his support by continuing to purchase
common stock in the open market (5,100 shares in the past month in addition
to the 38,228 referred to in the first paragraph).
The transaction will result in a change in control in GTII. Larry White
will own approximately 41% of the Company after the change in control.
Upon consummation of this transaction, Mr. White will be appointed to the
current Board of Directors to serve as a director until the next annual
meeting of shareholders (May 2000) at which time he will be placed on the
ballot for election by the shareholders.
Larry White, age 51, is the founder, president and sole stockholder of
Whitemark Homes, Inc. and has been heavily involved in the home-building
industry for over twenty years. His overall responsibilities include land
acquisition and development, financing, home construction, marketing and
sales. Whitemark develops its own residential communities and has
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developed multifamily communities including town homes and rental
apartments. Mr. White earned an accounting degree from Lamar University in
Beaumont, Texas and was employed by Arthur Andersen in Houston from 1972 to
1976. He is a member of the American Institute of Certified Public
Accountants.
Whitemark Homes, Inc. is based in Orlando, Florida, and has been in the
business of high quality residential developments and construction for the
past eighteen years. Whitemark uses the latest technology and proven
construction methods to insure their homes are of the highest quality. Due
to the company's in-depth construction expertise, a range of construction
methods are utilized, given the desires of the customer and the building
plan requirements. Besides being one of Orlando's premier home builders,
for both custom and affordable homes, Whitemark also develops many of its
own residential communities. As a developer/builder, great care and
attention is given to preserving the natural setting of the land during the
land planning and construction stages. Each lot is carefully cleared in
order to keep as many trees and natural vegetation as possible.
Whitemark's attention to detail and fine craftsmanship has garnered them
many national, regional, and local awards including: East and Pacific
Builders "Gold Nugget Awards," Southeast Builders' Conference "Aurora
Award," Home Builders' Association of Mid-Florida "Parade of Homes
Winners," and Orlando's "Choice Awards Winners." Whitemark's short-term
plans include expansion into the Texas and North Carolina markets, with
long-term plans including expansion nationwide.
The accounting treatment of this transaction will be as a purchase.
There will be no material differences in the rights of security holders as
a result of this purchase, and no tax consequences will be realized to
current shareholders because of this purchase. Shareholders' stock
positions will not change as a result of this transaction.
VOTE REQUIRED AND RECOMMENDATION OF THE BOARD
This purchase is not required to be submitted to a vote of security
holders. However, the Board of Directors feels that the security holders
should have the opportunity to vote on this matter. In the event of a
negative vote on this matter by the security holders the transaction will
not be consummated in its present form.
The affirmative votes of the holders of a majority of the issued and
outstanding shares of the Common and Preferred Stock voting is necessary
for the ratification of the purchase of Whitemark Homes, Inc. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE PURCHASE OF WHITEMARK
HOMES, INC.
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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.
FINANCIAL INFORMATION
Pro forma financial information on the purchase is included in the
Company's Form 8-K filed during February 2000. A copy of the 8-K can be
obtained from the Company at P. O. Box 17029, Sugar Land, Texas 77496 or
on the Securities and Exchange Commission's website at www.sec.gov.
FORM 10-K
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. The Form
10-K can also be accessed at www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS Shawna Owens, 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 Special Meeting of
Stockholders to be held on March 18, 2000 at 11:00 a.m. (Central Standard
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 ratify the agreement to purchase Whitemark Homes, Inc.
VOTE FOR VOTE AGAINST ABSTAIN
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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 agreement to purchase
Whitemark Homes, Inc. 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 the listed
proposition. 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.
Dated:
Signature of Stockholder(s)
Signature of Stockholder(s)
Please indicate by check mark if you plan
to attend the meeting in person. [ ]
