<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
I.G.E., Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
IGE
I. G. E., Inc.
P.O. Box 222
Hillsboro, Texas 76645
254.582.2669
Fax 254.582.0968
Bob Royal
CEO
November 24, 1999
To All I.G.E., INC., Stockholders:
Pursuant to many years of inactivity. The Management of I.G.E., INC., (IGE) have
been researching and negotiating with several different companies. Plans are to
acquire one or more of these candidates.
The Board of Directors and your President believe that these companies have
excellent potential. Some are very exciting. Our goal is to acquire profitable
companies with net earnings capable of increasing the value of the Company's
stock quote.
We are recommending that the Companies Common Stock be reversed 1 share for 20
shares, so that IGE will be in a position to issue up to 95% of the Company's
Common Investment Stock to acquire one or more of the Companies.
The acquired Company's Management will be come the Management of IGE. Some
current Management may remain. It will be necessary to change the name from IGE
and the state of incorporation may be changed.
Current Management's plans are to turn all IGE's Stockholders Stock from nothing
to something.
Your Management recommends all Stockholders support these planned transactions.
Yours truly,
/s/ BOB ROYAL
Bob Royal, President
<PAGE>
IGE
I.G.E., INC.
P.O. Box 222
Hillsboro, Texas 76645
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 30, 1999
Notice is hereby given that the Special Meeting of Stockholders of
I.G.E., INC., (hereinafter referred to as the "Company") will be held
at the Harvey Hotel, Coit Road & LBJ, Dallas, Texas, at 11:00 a.m.
local time for the following purpose:
1. To research, negotiate and acquire part or all the stock of one or
more companies I.G.E., INC., Management directs, by issuing up to 95%
of I.G.E., INC., post split stock.
2. To ratify the elections of the following Officers and Directors and
all other Officers and Directors elected by the Board of Directors,
should one or more of the current Officers or Directors resign. Bob
Royal, President, CEO, Chairman of the Board and Director, Todd R.
Royal, Director, Senior Vice President and Assistant Secretary, Scott
R. Royal, Director and Executive Vice President, Stephen D. Chanslor,
Director, Chief Financial Officer, Barry C. Royal, Director,
Secretary-Treasurer and clerk and John G. McCaig Assistant Clerk.
3. To reverse split the issued and outstanding stock of record 1
share for 20 shares, from 9,948,324 shares to 497,416 shares. The
Authorized of 10,000,000 shares and the par value of $0.01 shall
remain the same and issue LNC 2,584 post split shares, for cash spent
and debts assumed.
4. To change the name and the state of the corporation, I.G.E., INC.,
to any other name or state approved by the Board of Directors.
A proxy Statement is included so you may record your vote. If you are
unable to attend the meeting. Please sign and return the proxy to the
address listed above.
I.G.E., INC.,
P.O. Box 222
Hillsboro, Texas 76645
By order of the Board of Directors Bob Royal, President
<PAGE>
IGE
PROXY STATEMENT
OF
I.G.E., INC.
P.O. Box 222
Hillsboro, Texas 76645
SPECIAL MEETING OF STOCKHOLDERS TO BE HELD
NOVEMBER 30, 1999
This Proxy Statement is being furnished to the stockholders
of IGE, INC., a Massachusetts Corporation, (the "Company")
in concention with the solicitation of proxies by the Board
of Directors of the Company for use at the Special
Stockholders Meeting to be held at 11:00 A.M. local time,
November 30, 1999, at The Harvey Hotel, LBJ & Coit Rd. Dallas,
Texas. This Proxy Statement and the accompanying form of proxy
are being first sent or given to shareholders on or about November
24, 1999.
REVOCABILITY OF PROXY
The proxies being solicited by the Board of Directors may be revoked
by any shareholder giving the proxy at any time prior to the meeting
by giving notice of such revocation to the Company, in writing, at
the address of the Company provided above. The proxy may also be
revoked by any shareholder giving such proxy by appearing at the
meeting and advising the Chairman of the meeting of his intent to
revoke the proxy.
DISSENTERS! RIGHT OF APPRAISAL
The laws of the State of Massachusetts make no provision for any
dissenters right or rights of appraisal in connection with the
matters to be considered at the Special Stockholders Meeting.
The failure of a shareholder to vote against the proposal will
not constitute a waiver of any rights otherwise afforded to any
such shareholder by the laws of the State of Massachusetts.
EXPENSE OF SOLICITATION
The expenses preparing and mailing of this Proxy Statement and the
accompanying form of Proxy to Stockholders of the Company are being
paid by the Company. Solicitation will be by mail and by personal
solicitation by Directors and Officers of the Company without
special compensation. The Company is also requesting you mail
your proxies as soon as possible.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
As of the record date for the determination of shareholders entitled
to vote at the meeting, the total number of common shares
at $0.01 par value outstanding and entitled to vote was
approximately 9,948,324 shares. The holders of such shares are
entitled to vote for each share held on the record date. There is
no cumulative voting on the election of Directors.
VOTE REQUIRED FOR APPROVAL
A majority of the shares of common stock outstanding at the record
date must be represented at the Special Stockholders Meeting
in person or by proxy in order for a quorum to be present, but
without further notice to shareholders until a quorum is assembled.
Each shareholder will be entitled to cast one vote at the Special
Stockholders Meeting for each share of common stock
registered in such shareholders name at the record date.
The affirmative vote of the holders of at least a majority
of common shares issued and outstanding is necessary to approve
the election of Directors.
<PAGE>
IGE
POSSIBLE ACQUISITION OF ONE OR MORE COMPANIES
The Board of Directors voted to research, negotiate and acquire part
or all the Stock of one or more companies I.G.E., INC. Management
directs, by issuing up to 95% of I.G.E., INC., post split stock..
RATIFY ELECTION OF OFFICERS AND DIRECTORS
The Board of Directors voted to elect Bob Royal, Director,
President, CEO and Chairman of the Board, Todd R. Royal, Director,
Senior Vice President and Assistant Secretary, Scott R. Royal,
Director and Executive Vice President, Stephen D. Chanslor,
Director, Chief Financial Officer,
Barry C. Royal, Director Secretary-Treasurer and Clerk and John G.
McCaig, Assistant Clerk and to Ratify the elections of other
Officers and Directors elected by the Board of Directors, should one
or more of the current Officers or Directors resign.
REVERSE SPLIT OF THE COMPANY'S OUTSTANDING STOCK
The Company has 10,000,000 shares of Common Stock Authorized, that
shall remain the same. The Company has 9,948,324 shares of Common
Stock, of record, that is issued and outstanding, that will be
reverse split 1 share for 20 shares, from 9,948,324 shares
to 497,416 shares, with 2,584 shares issued to Living Needs
Corporation for cash spent and debts assumed for a total of 500,000
shares post split. Management believes will assist in its
acquisition of profitable operating companies it is researching.
NAME AND STATE OF INCORPORATION CHANGE
The Board of Directors approved for the Company to change its name
from I.G.E., INC. as it chooses, and to change the state of
incorporation to any other state.
OTHER MATTERS
The Board of Directors knows of no other matters which are likely to
be brought before the meeting. However if any other matters, not now
known or determined, come before the meeting the persons named in
the enclosed form of proxy or their substitutes will vote such
proxy in accordance with their judgement in such matters.
Proxy Statement dated November 24, 1999.
<PAGE>
IGE
PROXY
I.G.E., INC.
P.O. Box 222
Hillsboro, Texas 76645
The undersigned hereby appoints, Bob Royal as proxy, with full power to
substitution, and hereby authorizes him to represent and vote as designated
below, all shares of Common Stock of I.G.E., INC, at the Special
Stockholders Meeting to be held November 30, 1999.
1. To research, negotiate and acquire part or all the stock of one or more
companies I.G.E., INC., Management directs, by issuing up to 95% of I.G.E.,
INC., post split stock.
____For
____Against
____Abstain
2. To ratify the elections of the Officers and Directors elected by the Board of
Directors, as listed in the Proxy Statement.
____For
____Against
____Abstain
3. To reverse split the issued and outstanding common Stock of record 1 share
for 20 shares, while the authorized remains the same and issue Living Needs
Corporation 2,584 shares for cash spent and debts assumed.
____For
____Against
____Abstain
4. To change the name and the state of the corporation, I.G.E., INC., to any
other name or state approved by the Board of Directors.
____For
____Against
____Abstain
5. In their discretion, the Proxies are authorities to vote upon such other
business as may properly come before the meeting.
If no direction is made, this proxy will be voted for proposals 1, 2, 3,
4 and 5.
Please sign exactly as name appears on stock certificate.
________________________________________
Signature
________________________________________
Please Print Name Plainly
