DRAFT
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED BY A PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| 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 Rule 14a-11 (c) or Rule 14a-12
COBB RESOURCES CORPORATION
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(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
Rule 14a-6(I)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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<PAGE>
(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| 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 the filing.
(1) Amount Previously Paid:
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(2) For, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
COBB RESOURCES CORPORATION
302 EAST JACKSON
WEST COLUMBIA, TEXAS 77486
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 8, 1999
The Annual Meeting of Stockholders (the "Annual Meeting") of Cobb Resources
Corporation (the "Company") will be held in the Azalea Conference Room of the
Holiday Inn Astrodome, 8111 Kirby Drive, Houston, Texas 77054, on February 8,
1999 at 10:00 AM (CST) for the following purposes:
(1) To elect three (3) directors.
(2) To ratify the selection of Ham, Langston & Brezina, L.L.P. as the
Company's independent auditor for the fiscal year ending June 30, 1999.
(3) To act upon such other business as may properly come before the
Annual Meeting.
Only holders of common stock of record at the close of business on December
21, 1998 will be entitled to vote at the Annual Meeting or any adjournment
thereof.
You are cordially invited to attend the Annual Meeting. Whether or not you
plan to attend the Annual Meeting, please sign, date and return your proxy to us
promptly. Your cooperation in signing and returning the proxy will help avoid
further solicitation expense.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Charles Cobb IV
Chairman of the Board and
President
December 22, 1998
West Columbia, Texas
<PAGE>
COBB RESOURCES CORPORATION
302 EAST JACKSON
WEST COLUMBIA, TEXAS 77486
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 8, 1999
This proxy statement (the "Proxy Statement") is being furnished to
stockholders (the "Stockholders") in connection with the solicitation of proxies
by the Board of Directors of Cobb Resources Corporation, a New Mexico
corporation (the "Company") for their use at the Annual Meeting (the "Annual
Meeting") of Stockholders of the Company to be held in the Azalea Conference
Room of the Holiday Inn Astrodome, 8111 Kirby Drive, Houston, Texas 77054, on
February 8, 1999 at 10:00 AM (CST) and at any adjournments thereof, for the
purpose of considering and voting upon the matters set forth in the accompanying
Notice of Annual Meeting of Stockholders (the "Notice"). This Proxy Statement
and the accompanying form of proxy (the "Proxy") are first being mailed to
Stockholders on or about December 22, 1998. The cost of solicitation of proxies
is being borne by the Company.
The close of business on December 21, 1998 has been fixed as the record
date for the determination of Stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. As of record date, there were
8,534,257 shares of the registrant's common stock, par value $0.10 per share
(the "Common Stock"), issued and outstanding. The presence, in person or by
proxy, of a one-third of the outstanding shares of Common Stock on the record
date is necessary to constitute a quorum at the Annual Meeting. Each share is
entitled to one vote on all issues requiring a Stockholder vote at the Annual
Meeting. Each nominee for Director named in Number 1 must receive a majority of
the votes cast in person or by proxy and entitled to vote at the Annual Meeting
in order to be elected. Stockholders may not cumulate their votes for the
election of Directors. The affirmative vote of a majority of the shares of
Common Stock present or represented by proxy and entitled to vote at the Annual
Meeting is required for the ratification in Number 2 of Ham, Langston &
Brezina, L.L.P. as the company's independent auditor for the fiscal year ending
June 30, 1999
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Annual Meeting in accordance
with the directions on the proxies. If no direction is indicated, the shares
will be voted (i) FOR THE ELECTION OF THE NOMINEES NAMED HEREIN, AND (ii) FOR
THE RATIFICATION OF HAM, LANGSTON & BREZINA, L.L.P. AS THE COMPANY'S
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 30, 1999. The Board of
Directors is not aware of any other matters to be presented for action at the
Annual Meeting. However, if any other matter is properly presented at the
Annual Meeting, it is the intention of the persons named in the enclosed proxy
to vote in accordance with their best judgment on such matters.
1
<PAGE>
The enclosed Proxy, even though executed and returned, may be revoked at
any time prior to the voting of the Proxy (a) by execution and submission of a
revised proxy, (b) by written notice to the Secretary of the Company, or (c) by
voting in person at the Annual Meeting.
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(1) TO ELECT THREE (3) DIRECTORS FOR THE ENSUING YEAR
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NOMINEES FOR DIRECTORS
The persons named in the enclosed Proxy have been selected by the Board of
Directors to serve as proxies (the "Proxies") and will vote the shares
represented by valid proxies at the Annual Meeting of Stockholders and
adjournments thereof. They have indicated that, unless otherwise specified in
the Proxy, they intend to elect as Directors the nominees listed below. All the
nominees are presently members of the Board of Directors. Each duly elected
Director will hold office until his successor shall have been elected and
qualified.
Unless otherwise instructed or unless authority to vote is withheld, the
enclosed Proxy will be voted for the election of the nominees listed below.
Although the Board of Directors of the Company does not contemplate that any of
the nominees will be unable to serve, if such a situation arises prior to the
Annual Meeting, the persons named in the enclosed Proxy will vote for the
election of such other person(s) as may be nominated by the Board of Directors.
The Board of Directors unanimously recommends a vote FOR the election of
each of the nominees listed below.
Charles Cobb IV, age 69, serves as Chairman, President and CEO of the
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Company. He has been a Director and the President of the Company since 1992.
H. Wesley Griggs, age 50, has been a Director of the Company since 1992.
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Mr. Griggs has been an attorney licensed to practice law in Texas since 1974.
Mr. Griggs has a B.A. Degree from Rice University and a J.D. Degree from the
University of Texas.
Christy Foster, age 29, has been a Director of the Company since 1992. From
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1992 until 1993, Ms. Foster was a travel agent with CUC International. During
1994, Ms. Foster attended Sam Houston State University. During 1995, Ms. Foster
was with Court's Saddlery in a sales position. During 1996, Ms. Foster attended
Stephen F. Austin State University. Beginning in 1997 through the present, Ms.
Foster has been employed at East Texas Tack and Veterinarian Supply as a sales
representative.
2
<PAGE>
Mr. Cobb is the father of Ms. Foster and the uncle of Mr. Griggs. Ms.
Foster and Mr. Griggs are cousins.
RELATED TRANSACTIONS
The current Board of Directors of the Company has adopted a policy that
Company affairs will be conducted in all respects by standards applicable to
publicly-held corporations.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company has no compensation committee, no audit committee and no
nominating committee. Decisions concerning executive officer compensation for
1998 were made by Mr. Cobb, who is the only director of the Company who is also
an officer of the Company.
The Board of Directors took action by unanimous consent on one occasion
during the fiscal year ended June 30, 1998. There were no meetings of the Board
during this period.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company believes all persons so required to, have complied with Section
16(a) of the Securities Exchange Act of 1934.
EXECUTIVE COMPENSATION
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION AWARDS
ALL
SECURITIES PAYOUTS OTHER
NAME AND ANNUAL COMPENSATION RESTRICTED UNDERLYING COM-
PRINCIPAL STOCK OPTIONS/ LTIPS PENSA-
POSITION YEAR SALARY BONUS OTHER AWARDS SARS PAYOUTS TION
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CEO 1998 $127,235 -0- -0- -0- -0- -0- -0-
Charles Cobb IV 1997 63,420 -0- -0- -0- -0- -0- -0-
1996 34,009 -0- -0- -0- -0- -0- -0-
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
Number Of
Securities Value Of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs At Options/SARs At
Fiscal Year-End Fiscal Year-End
Shares Value (#) ($)
Acquired On Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Charles Cobb IV -0- -0- 250,000 / -0- $ 10,000 / -0-
</TABLE>
DIRECTOR COMPENSATION
The Company does not currently pay any cash director's fees, but it pays
the expenses, if any, of its directors in attending board meetings.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of November 20, 1998
respect to the beneficial ownership of shares of Common Stock by (i) each person
who is known to the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, (ii) each director of the Company, (iii) each executive
officer of the Company and (iv) all executive officers and directors of the
Company as a group. Unless otherwise indicated, each stockholder has sole voting
and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
NUMBER OF PERCENT CLASS OF
NAME SHARES OWNED OF CLASS SECURITIES
- --------------------------- -------------------- ---------- -------------
<S> <C> <C> <C>
Charles Cobb IV . . . . . . 4,250,000 (*) 49.8% Common Stock
302 East Jackson
West Columbia, Texas 77486
H. Wesley Griggs. . . . . . -0- -0- Common Stock
302 East Jackson
West Columbia, Texas 77486
Christy Foster. . . . . . . -0- -0- Common Stock
302 East Jackson
West Columbia, Texas 77486
All Directors and
Executive Officers
as a group (3). . . . . . . 4,250,000 49.8% Common Stock
<FN>
- -----------------------
(*) Includes an option to purchase 250,000 shares of the Company's common stock at an exercise
price of $0.06 per share which is presently exercisable and expires on July 10, 2004.
</TABLE>
4
<PAGE>
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(2) TO RATIFY THE SELECTION OF HAM, LANGSTON & BREZINA, L.L.P.
AS THE COMPANY'S INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING JUNE 30, 1999
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The Board of Directors has selected Ham, Langston & Brezina, L.L.P. as the
Company's independent auditor for the current fiscal year. Although not
required by law or otherwise, the selection is being submitted to the
Stockholders of the Company as a matter of corporate policy for their approval.
The Board of Directors wishes to obtain from the Stockholders a
ratification of their action in appointing their existing certified public
accountant, Ham, Langston & Brezina, L.L.P., independent auditor of the Company
for the fiscal year ending June 30, 1999. Such ratification requires the
affirmative vote of a majority of the shares of Common Stock present or
represented by proxy and entitled to vote at the Annual Meeting.
In the event the appointment of Ham, Langston & Brezina, L.L.P. as
independent auditor is not ratified by the Stockholders, the adverse vote will
be considered as a direction to the Board of Directors to select other
independent auditors for the fiscal year ending June 30, 1999.
A representative of Ham, Langston & Brezina, L.L.P. is expected to be
present at the Annual Meeting with the opportunity to make a statement if he so
desires and to respond to appropriate questions.
The Board of Directors unanimously recommends a vote FOR the ratification
of Ham, Langston & Brezina, L.L.P. as independent auditor for fiscal year ending
June 30, 1999.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Effective June 11, 1998, the Company engaged Ham, Langston & Brezina,
L.L.P. ("Ham, Langston & Brezina") as its independent accountants. The decision
to engage Ham, Langston & Brezina as the Company's independent accountants was
recommended and approved by the chairman of the Company's Board of Directors.
Coopers & Lybrand, L.L.P. last reported on the Company's financial
statements for the fiscal year ended June 30, 1992 and such report did not
contain an adverse opinion or disclaimer of opinion, nor was such report
qualified or modified as to uncertainty, audit scope, or accounting principles.
However, the Company has not engaged an independent accountant since that date
until June, 1998 when the Company engaged Ham, Langston & Brezina.
5
<PAGE>
During the Company's last two fiscal years ended June 30, 1998 and 1997 and
the subsequent interim period preceding the decision to engage independent
accountants, there were no "reportable events" (hereinafter defined) requiring
disclosure pursuant to Section 229.304(a)(1)(v) of Regulation S-K. As used
herein, the term "reportable event" means any of the items listed in paragraphs
(a)(1)(v)(A)-(D) of Section 304 of Regulation S-K.
Effective June 11, 1998, the Company engaged Ham, Langston & Brezina as its
independent accountant. During the last two fiscal years ended June 30, 1998 and
1997 and the subsequent interim period preceding the decision to engage
independent accountants, neither the Company nor anyone on its behalf consulted
Ham, Langston & Brezina regarding either the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements,
nor has Ham, Langston & Brezina provided to the Company a written report or oral
advice regarding such principles or audit opinion.
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(3) OTHER MATTERS
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The Board of Directors is not aware of any other matters to be presented
for action at the Annual Meeting. However, if any other matter is properly
presented at the Annual Meeting, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgement on such matters.
FUTURE PROPOSALS OF STOCKHOLDERS
The deadline for stockholders to submit proposals to be considered for
inclusion in the Proxy Statement for the year 2000 Annual Meeting of
Stockholders is May 31, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Charles Cobb IV
Chairman of the Board and
President
West Columbia, Texas
6
<PAGE>
PROXY
COBB RESOURCES CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 8, 1999
The undersigned hereby appoints Charles Cobb IV and H. Wesley Griggs, and
each of them as the true and lawful attorneys, agents and proxies of the
undersigned, with full power of substitution, to represent and to vote all
shares of Common Stock of Cobb Resources Corporation held of record by the
undersigned on December 21, 1998, at the Annual Meeting of Stockholders to be
held in the Azalea Conference Room of the Holiday Inn Astrodome, 8111 Kirby
Drive, Houston, Texas 77054, on February 8, 1999 at 10:00 AM (CST), and at any
adjournments thereof. Any and all proxies heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE NOMINEES
LISTED IN NUMBER 1 AND FOR THE RATIFICATION IN NUMBER 2.
1. ELECTION OF DIRECTORS OF THE COMPANY. (INSTRUCTION: TO WITHHOLD
--------------------------
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH, OR
- --------------------------------------------------------------------------------
OTHERWISE STRIKE, THAT NOMINEE'S NAME IN THE LIST BELOW.)
- ----------------------------------------------------------------
| | FOR all nominees listed | | WITHHOLD authority to
below except as marked vote for all nominees
to the contrary below
Charles Cobb IV H. Wesley Griggs Christy Foster
2. PROPOSAL TO RATIFY THE SELECTION OF HAM, LANGSTON & BREZINA, L.L.P. AS
THE COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 30, 1999.
| | FOR | | AGAINST | | ABSTAIN
<PAGE>
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
| | FOR | | AGAINST | | ABSTAIN
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
- ------------------- -----------------------------------
Number of Signature
Shares Owned
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(Typed or Printed Name)
-----------------------------------
Signature if held jointly
-----------------------------------
(Typed or Printed Name)
DATED:
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THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED
AT THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY.
