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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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c) or section 240.14a-12
NEVADA ENERGY COMPANY, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Jeffrey E. Antisdel, President and Chief Executive Officer
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules O-ll(c)(l)(ii), 14a-6(i)(l), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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4) Proposed maximum aggregate value of transaction:
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(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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June 28, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of Nevada
Energy Company, Inc. The Annual Meeting will be held on Friday, August 16, 1996
at 2:00 p.m. PST at the Four Seasons Biltmore, 1260 Channel Drive, Montecito, CA
93108.
The matters on the agenda for the meeting are set forth in the attached Notice
of Annual Meeting of Stockholders. In addition to the agenda items, there will
be a report on operations and ample opportunity for questions and discussion.
We hope you can attend the meeting. Whether or not you can attend, it is
important that you sign, date and return your proxy as soon as possible. If you
decide to attend the meeting, you may vote in person if you desire, even if you
previously mailed your proxy card. Your vote, regardless of the number of shares
you own, is important. We urge you to indicate your approval by voting FOR the
matters indicated in the Notice.
On behalf of the Board of Directors, we thank you for your cooperation.
Sincerely,
Charles Cain
Chairman of the Board
<PAGE>
NEVADA ENERGY COMPANY, INC.
401 East Fourth Street, Reno, NV 89512
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of Nevada Energy
Company, Inc. (the "Company") will be held on Friday, August 16, 1996 at 2:00
p.m. at the Four Seasons Biltmore, 1260 Channel Drive, Montecito, CA 93108, for
the purpose of acting on the following matters:
1. Consideration of, and voting upon, the election of one (1) member to the
Board of Directors to serve for a term that expires in 1999; and,
2. Consideration of, and voting upon, a proposed to Amendment to the Company's
Certificate of Incorporation to change the name of the Company to PowerTel
USA, Inc. effective upon the filing of Amendment of the Company's
Certificate of Incorporation with Delaware Secretary of State and
implementation of amendment of the Company's NASDAQ trading symbol
designation to that of "PTUSA", or such other trading symbol as approved by
the NASDAQ Stock Market as soon as is practicable thereafter; and,
3. Consideration of, and voting upon, a proposed Amendment to the Company's
Certificate of Incorporation to increase authorized share capital of
Preferred shares, par value $0.001, from 2,000,000 to 50,000,000 Preferred
shares authorized; and,
4. Consideration of, and voting upon, a proposed Amendment to the Company's
Certificate of Incorporation to increase authorized share capital of Class
A Common shares, par value $0.001, from 25,000,000 to 50,000,000 Class A
Common shares authorized; and,
5. Consideration of, and voting upon, a proposed Amendment to the Company's
Certificate of Incorporation to increase authorized share capital of Class
B Common shares, par value $0.001, from 25,000,000 to 50,000,000 Class B
Common shares authorized; and,
6. Consideration of, and voting upon, a proposed Amendment to the Company's
Certificate of Incorporation which may be filed at any time, or not at all,
in the sole discretion of the Board of Directors, on or before August 1,
1997, which amendment will effectuate a single, one (1) for six (6) reverse
stock split of any and all issued and outstanding shares of Preferred Stock
or Common Stock of the Company, provided that there shall be no change to
authorized share capital of any series or class of Preferred Stock or
Common Stock then authorized, and no fractional shares shall be issued as a
result of such reverse stock split, but the fair value of fractions of a
share shall be paid in lieu thereof; and,
7. Consideration of, and voting upon, a proposal which grants the Board of
Directors full discretion and authority to submit application of Company
Class A Common stock to NASDAQ National Market System at such time the
Board of Directors determines that the Company meets the requirements for
NASDAQ National Market System listing; and,
8. Consideration of, and voting upon, a proposed Amendment to the Company's
Certificate of Incorporation which generally provides for the authority for
the creation of a new series of common stock to be known as Class C Common
stock, par value $.001, with 50,000,000 shares authorized and fractional
shares to be permitted and accounted for. Class C Common stock shall have
rights identical to Class A Common stock, except that each Class C Common
share issued by the Company will have the right to
<PAGE>
be exchanged for one (1) share of Class A Common stock, with thirty days
written notice by the holders upon the Company's receipt of notice by
certified mail. Shares of Class C Common stock shall not be eligible for
offer or resale in the United States and may only be issued from time to
time in the sole discretion of the Board of Directors to foreign
institutional and accredited investors which evidence foreign citizenship
and domicile satisfactory to the Company in conformity with securities
exemptions and governing law applicable thereto; and,
9. Consideration of, and voting upon, the approval and ratification of the
Board of Directors appointment of Kafoury, Armstrong & Co. as the
Company's independent auditors for the fiscal year ending February 29,
1996; and,
10. Transaction of such other business as may properly come before the meeting
or any adjournment thereof.
The close of business on June 27, 1996 has been fixed as the record date
("Record Date") for the determination of stockholders entitled to receive notice
of, and to vote at, the Annual Meeting and any adjournment thereof. Only
stockholders of record at the close of business on the Record Date are entitled
to such notice and to vote at the Annual Meeting and any adjournment thereof.
Stockholders do not have the right to cumulative voting for the election of
directors or for any other purpose. Each stockholder of record on the Record
Date shall have one vote for each whole share of stock, whether Series A
Preferred Stock, Class A Common Stock or Class B Common Stock, standing in the
stockholder's name on the books of the Company on the Record Date. Series B
Preferred Stock does not have the right to vote.
All stockholders are cordially invited to attend the Annual Meeting.
HOLDERS OF RECORD OF COMMON STOCK AS OF THE CLOSING DATE, WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, ARE URGED TO SIGN, DATE AND MAIL THE
ENCLOSED PROXY CARD. NO ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON AND
REVOKE YOUR PROXY.
BY ORDER OF THE BOARD OF DIRECTORS,
Peter J. Cannell,
Secretary Of Directors
Reno, Nevada
June 28, 1996
The Annual Report of the Company for the fiscal year ended February 29, 1996
accompanies this Proxy Statement, but does not constitute a part hereof.
STOCKHOLDERS MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-KSB (WITHOUT EXHIBITS) FOR THE YEAR ENDED FEBRUARY 29, 1996 AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, BY WRITING TO THE SECRETARY OF THE
BOARD OF DIRECTORS, NEVADA ENERGY COMPANY, INC., 401 EAST FOURTH STREET, RENO,
NEVADA 89512.
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NEVADA ENERGY COMPANY, INC.
401 East Fourth Street, Reno, Nevada 89512
PROXY STATEMENT
OF THE BOARD OF DIRECTORS
June 28, 1996
For the Annual Meeting Of Stockholders
to be Held August 16, 1996
SOLICITATION OF PROXIES
This Proxy Statement with the enclosed proxy card is furnished to stockholders
of Nevada Energy Company, Inc. (the "Company"), a Delaware corporation, in
connection with the solicitation by the Company's Board of Directors (the
"Board") of proxies to be voted at the Company's 1996 Annual Meeting of
Stockholders (the "Annual Meeting") at the time and place, and for the purposes,
set forth in the attached Notice of Annual Meeting.
This Proxy Statement and the proxy card are first being mailed or otherwise
furnished to stockholders on or about July 19, 1996.
The shares represented by a proxy will be voted as instructed on the proxy card,
at the Annual Meeting, if the proxy card is properly executed and returned. In
the absence of voting instructions, shares represented by a valid proxy card
will be voted in accordance with the recommendations of the Board. Any
stockholder giving a proxy has the right to revoke it by written notice to the
Secretary of the Company at any time prior to any vote and whether voting in
person by ballot at the Annual Meeting or by submission of a properly executed
Proxy Card bearing a later date, Stockholders may vote in person whether or not
the Stockholder had previously given a proxy.
The cost of the solicitation will be paid by the Company. In addition to
solicitation of proxies by use of the mails, directors, officers or employees of
the Company may, without additional compensation, solicit proxies personally, by
telephone or by other appropriate means. The Company will request banks,
brokerage houses and other custodians, nominees or fiduciaries holding shares of
Common Stock in their names for others to promptly send proxy materials to, and
obtain proxies from, their principals, and the Company will reimburse them for
their reasonable expenses in doing so.
VOTING SECURITIES AND CERTAIN SHAREHOLDINGS
All voting rights are vested exclusively in the holders of the Company's Series
A Preferred stock, par value $0.001 per share, Class A Common stock, par value
$0.001 per share, and Class B Common Stock, par value $0.001 per share
(collectively the "Voting Stock"). Only holders of Voting Stock who are
stockholders of record as of the close of business on June 27, 1996 (the "Record
Date") are entitled to receive notice of, and to vote at, the Annual Meeting.
Abstentions and broker non-votes are not counted in determining the number of
votes cast in connection with any voting matter.
As of June 27, 1996, the Company had outstanding a total of 1,960,795 Series A
Preferred shares, 8,960,869 shares of Class A Common Stock and 4,437,473 shares
of Class B Common Stock, each share of which is entitled to one vote. The
presence, either in person or by proxy, of persons entitled to vote 51% of the
outstanding Common Stock is necessary to constitute a quorum for the transaction
of business at the Annual Meeting.
As of June 27, 1996, the Company also had outstanding five (5) non-voting Series
B Preferred shares, par value $0.001. Series B Preferred shares do not
<PAGE>
have the right to vote together with other classes of Voting Stock. Series B
Preferred shares have the right to vote in any amendment of the rights of Series
A Preferred shares.
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 27, 1996, the name and address, the
total number of shares of the Company's Common Stock beneficially owned, and the
percentage of the outstanding shares of the Company's Common Stock so owned, (i)
by each person who is known to the Company to own beneficially 5% or more of the
outstanding shares of the Company's Common Stock, (ii) by each director and
nominee, and (iii) by all directors and officers as a group.
Title Name and Address of Amount and Nature of Percentage
of class Security Owners Beneficial Ownership of Class
- -------- --------------- -------------------- --------
Series A Golden Chance Limited Direct Ownership 100.000%
Preferred (See Notes 1, 3) 1,960,975 shares
Class A Golden Chance Limited Direct Ownership 1.701%
Common (See Notes 1, 2, 3) 152,381 shares
Class B Golden Chance Limited Beneficial Ownership 100.000%
Common (See Notes 1, 2, 3) 4,437,473 shares
Class B Nevada Energy Direct Ownership 100.000%
Common Partners I, LP 4,437,473 shares
(See Notes 1, 2, 3)
Class A Charles A. Cain Direct Ownership -0-%
Common (See Notes 1, 3) -0- shares
Class A John C. Goold Direct Ownership -0-%
Common (See Notes 1, 3) -0- shares
Class A Peter J. Cannell Direct Ownership -0-%
Common (See Notes 1, 3, 11) -0- shares
Class A William Weller and Direct and/or 5.537%
Common Donna Weller Joint Ownership
(See Notes 1, 8, 9) 496,149 shares
Class A Michael R. Kassouff Direct Ownership 1.881%
Common (See Notes 1, 4, 6, 7, 8) 168,558 shares
Class A Richard A. Cascarilla Direct Ownership 0.128%
Common (See Notes 1, 4, 6, 7, 8) 11,458 shares
Class A Jeffrey L. Hartman Direct Ownership 0.359%
Common (See Notes 1, 4, 6, 7, 8) 32,177 shares
Class A Jeffrey E. Modesitt, Sr. Direct Ownership 0.902%
Common (See Notes 1, 4, 6, 7, 8) 75,955 shares and
beneficial ownership of
4,849 shares
Class A Jeffrey E. Antisdel Direct Ownership 7.720%
Common (See Notes 1,2,3,4,7,8,9,12) 691,741 shares
3
<PAGE>
NOTES:
(1) Except as indicated otherwise, the address of each of these persons is
c/o Nevada Energy Company, Inc., 401 East Fourth Street, Reno NV 89512.
(2) 100% of the outstanding shares of Class B Common Stock are owned by
Nevada Energy Partners I, Limited Partnership ("NEP"). The sole General
Partner of NEP is Nevada Electric Power Company, Inc. ("NEPC"). The sole
Limited Partner of NEP is the Company. The equity ownership of NEP is
Nevada Electric Power Company 40% and the Company 60%. NEPC is wholly owned
by Jeffrey E. Antisdel, an officer and former director of the Company. As
general partner of NEP, NEPC has delivered a voting proxy to Golden Chance
Limited expiring in May, 1998, (See Footnote 3 below) revocable solely at
NEP's sole discretion.
(3) Golden Chance Limited, an Isle of Man private company Limited by
Shares ("Golden Chance"), is the holder of 152,381 Class A Common Shares
and 1,960,795 Series A Preferred Shares. Golden Chance also holds a voting
proxy which confers upon it the right to vote 4,437,473 Class B Common
shares of the Company owned by Nevada Energy Partners I, Limited
Partnership expiring in May, 1998. Golden Chance is the nominee of
Waterford Trust Company Limited, an Irish corporation, as set forth in a
binding letter of intent dated February 29, 1996.
(4) Pursuant to the Company's Certificate of Incorporation, upon the
issuance of any share or fraction of Class A Common Stock, the holders of
record of Class B Common Stock are to have issued to them on a pro rata
basis a number of shares of Class B Common stock which is the same as the
number of shares of Class A Common Stock then being issued. The
consideration for which the Class B Common Stock is issued is determined by
the Board of Directors. Each share of Class B Common stock is entitled to
all of the rights and privileges pertaining to Class A Common stock without
any limitations, prohibitions, restrictions, or qualifications, except that
each share of Class B Common stock shall not be entitled to receive any
cash dividends declared and paid by the Company. Additionally, Class B
Common stock is entitled to share in the distribution of assets of the
Company upon liquidation or dissolution, either partial or final. Currently
the only owner of Class B Common stock is Nevada Energy Partners I, Limited
Partnership. See Notes (2) and (3) above for further explanation of Nevada
Energy Partners I, Limited Partnership,
(5) Pursuant to the Company's Certificate of Incorporation, the Board of
Directors have the authority to issue and divide the shares of preferred
stock into series and to fix by resolution the voting powers, designation,
preferences, and relative participating, optional or other special rights,
and the qualifications, limitations or restrictions of the shares of any
series so established.
(6) Richard Cascarilla is the direct owner of two (2) Series B Preferred
shares, Jeffrey Modesitt is the direct owner of one (1) Series B Preferred
share, Jeffrey Hartman is the direct owner of one (1) Series B Preferred
share and Michael Kassouff is the direct owner of one (1) Series B
Preferred share. Series B Preferred shares do not have rights to vote at
annual meetings of shareholders or in the election of directors.
4
<PAGE>
(7) Jeffrey E. Antisdel, Richard A. Cascarilla, Jeffrey E. Modesitt,
Jeffrey L. Hartman and Michael R. Kassouff are currently designated as
affiliates of the Company.
(8) On December 29, 1993, the Company adopted the 1993 Directors' Stock
Option Plan for the Company's directors. Under the terms of this stock
option plan, each of the five directors of the Company was granted an
option to purchase 25,000 shares (2,500 shares for each month of service
between March 1, 1993 and December 31, 1993) of the Company's Class A
Common Stock or a total of 125,000 shares at a price of $2 per share, equal
to the market price of the stock at the date of grant. The option is
exercisable until December 31, 2001, and no options have been exercised
through the fiscal year ending February 29, 1996.
On June 27, 1994, the Company adopted the 1994 Directors' Stock Option Plan
for the Company's directors. Under the terms of this stock option plan,
each of the five directors of the Company was granted an option to purchase
12,500 shares (2,500 shares for each month of service between January 1,
1994 and May 31, 1994) of the Company's Class A Common Stock or a total of
62,500 shares at a price of $1.625 per share, equal to the market price of
the stock at the date of grant. The option is exercisable until May 31,
2002, and no options have been exercised through the fiscal year ending
February 29, 1996.
On January 14, 1995, the Company adopted the 1995 Directors' Stock Option
Plan for the Company's directors. Under the terms of this stock option
plan, each of the five directors of the Company was granted an option to
purchase 17,500 shares (2,500 shares for each month of service between June
1, 1994 and December 31, 1995) of the Company's Class A Common Stock or a
total of 87,500 shares at a price of $0.9375 per share, equal to the market
price of the stock at the date of grant. The option is exercisable until
December 31, 2002, and no options have been exercised through the fiscal
year ending February 29, 1996.
On December 31, 1995, the Company adopted the 1995 Director's Stock Option
Plan for the Company's directors. Under the terms of this stock option
plan, each of the five directors of the Company was granted an option to
purchase 30,000 class A Common shares (2,500 shares per each month of
service between December 31, 1994 and December 31, 1995), or a total of
150,000 Class A Common shares at a strike price of $0.3125 per share, equal
to the market price of the Class A Common stock at the date of the grant.
The option is exercisable until December 31, 2003, and no options have been
exercised through the fiscal year ending February 29, 1996.
(9) William and Donna Weller have a family relationship with Jeffrey
Antisdel and are currently designated as non-affiliates of the Company.
(10) Directors Charles Cain, Peter Cannell and John Goold are Directors and
are currently designated as affiliates of the Company.
(11) Peter J. Cannell is currently a nominee for election to be held at
the Annual Meeting of Shareholders scheduled for August 16, 1996.
All information with respect to the beneficial ownership of the shares referred
to herein is based upon filings made by the respective beneficial owners with
the Securities and Exchange Commission or information provided to the Company by
such beneficial owners.
5
<PAGE>
REPORTS UNDER SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires directors, officers and persons who
are beneficial owners of more than 10% of the Company's Common Stock to file
with the Securities and Exchange Commission (the "Commission") reports of their
ownership of the Company's securities and any change in that ownership. To the
Company's knowledge, based upon a review of copies of reports filed with the
Commission with respect to the fiscal year ended February 29, 1996, all reports
required to be filed under Section l6(a) by the Company's directors and officers
and persons who are beneficial owners of more than 10% of the Company's Common
Stock were filed.
ELECTION OF DIRECTORS
The Company's amended Certificate of Incorporation provides for a Board of
Directors of not less than three (3) nor more than seven (7) members. Effective
on May 1, 1996, directors Jeffrey Antisdel and Richard Cascarilla voluntarily
tendered resignations as directors to the Board of Directors in accordance with
a contractual obligation set forth in a binding Letter of Intent with Waterford
Trust Company Limited. Nominees Charles Cain and Peter Cannell were immediately
appointed to the Board of Directors, remaining directors Jeffrey Modesitt,
Jeffrey Hartman and Michael Kassouff voluntarily resigned their respective
positions as Directors. Nominee John Goold was appointed as replacement director
by incumbent directors Charles Cain and Peter Cannell.
By virtue of the director resignations which occurred, and pursuant to the
contractual obligations of the Company to Waterford Trust Company Limited as set
forth in its binding Letter of Intent dated February 29, 1996, the number of
Board members consisted of five (5) Directors, with two vacancies. There were
no disagreements related to the management practices, corporate governance,
board control, accounting practices, or disputes among the Board of Directors
prior to the resignations of Jeffrey Antisdel, Richard Cascarilla, Jeffrey
Modesitt, Jeffrey Hartman or Michael Kassouff as Directors of the Company. Each
resignation was voluntary and in conformity with the Company's contractual
obligations.
The Company's three (3) directors serve on a classified board for terms of three
(3) years following election. One (1) director is to be elected at the 1996
Annual Meeting to serve a three-year term or until a successor has been
qualified and elected. Proxies cannot be voted for a greater number of persons
than the number of nominees named.
The nominee of the Board of Directors for the director position to be filled is
Mr. Peter J. Cannell, a current member of the Board. Unless individual
stockholders specify otherwise, each returned proxy will be voted for the
election of Mr. Cannell.
The Board of Directors of the Company does not contemplate that its nominees
will become unavailable for any reason , but if such unavailability should occur
prior to the Annual Meeting, it is intended that proxies will be voted for the
election of those persons, if any, as shall be designated as replacement
nominees by the Board of Directors.
CUMULATIVE VOTING
In the election of directors, stockholders and their proxies are not entitled to
cumulate their votes. Each shareholder of record holding voting stock shall have
one vote for each whole share of stock, whether Series A Preferred
6
<PAGE>
Stock, Class A Common Stock or Class B Common Stock, standing in the
shareholder's name on the books of the Company and entitled to vote. In the
absence of cumulative voting, an affirmative vote by holders of a majority of
the shares represented, in person or by proxy, at an Annual Meeting at which a
quorum is present will be sufficient to elect a director.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE NOMINEE TO
THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS AND INCUMBENT NOMINEES
The following table sets forth certain pertinent information with respect to the
current directors of the Company, including the proposed nominees for the Board
of Directors listed above.
Director Term
Name and Age Position Since Expires
- ------------ -------- ----- -------
Peter J. Cannell, 30 Director 1996 1999
Secretary, Treasurer
and Nominee
Charles A. Cain, 58 Chairman of the 1996 1997
Board, Director
John C. Goold, 52 Director 1996 1998
Peter Cannell, BA, Director and Secretary of Directors, is a current nominee for
election at the 1996 Annual Meeting of Shareholders. Mr. Cannell is a graduate
of the University of Glasgow and an Associate of the Institute of Chartered
Secretaries & Administrators. Mr. Cannell is a recipient of the Beatson Prize
for Chemistry, the E. H. Stenning Prize for Biology, the Duke of Edinburgh Gold
Award and Manx Scholarship award. Mr. Cannell has previously held the position
of Project administrator to IFG International, an Isle of Man corporation,
company secretary for Operation Mobilization, a United Kingdom corporation. If
elected, Mr. Cannell's term of office expires at the 1999 Annual Meeting.
Charles Cain, MA-ACIB, Director and Chairman of the Board, is a graduate of
Cambridge University and was the founder of the corporate and management trust
firm formerly known as Charles Cain & Company Limited. Mr. Cain is an affiliate
of the American Bar Association, associate of the Chartered Institute of
Bankers, member of the American Tax Institute in Europe, member of the
International Fiscal Association, member of the international Tax Planning
Association, member of the Society of Trust and Estate Practitioners and member
of the Offshore Institute. Mr. Cain is also Editor of Offshore Investment, an
international journal for the offshore finance industry. Mr. Cain's term
expires at the 1997 Annual Meeting.
John C. Goold, Age 54, Director, has educational credentials which include
attendance at Royal Melbourne Technical College and New York University. Mr.
Goold is a private investor specializing in research and development with energy
companies, computer technologies and telecommunications in Asian, European and
United States capital markets. Mr. Goold's term of office expires at the 1998
Annual Meeting.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
In fiscal year ended February 29, 1996, the Company's previous Board of
Directors met ten (10) times, including regularly scheduled and special
7
<PAGE>
meetings, and took two (2) actions by unanimous written consent. The Company
does not have Committees. All matters which otherwise would be assigned to
committees were brought before the Company's Board of Directors. Jeffrey L.
Hartman and Jeffrey E. Modesitt, Sr. attended, during the last fiscal year, 45%
of the aggregate total number meetings of the Board of Directors. There is no
established procedure by which stockholders may recommend nominees.
PROPOSAL TO AMEND CORPORATE NAME AND NASDAQ TRADING SYMBOL
The Company's Board of Directors, management and financial advisors have been
actively engaged in revising the long term business plan of the Company to
better facilitate the Company's future growth. The Board of Directors have
determined that the Company will continue to expand its core non-regulated
utility lines of business through the acquisition, development, financing,
construction and operation of electric power facilities and energy related
businesses, while establishing complimentary lines of telecommunication based
businesses operating in the non-regulated utility industry. In order to better
communicate the Company's revised corporate mission to shareholders, regulatory
agencies, and acquisition and/or merger candidates, the Board of Directors has
determined that it is in the best interests of the Company to change the
Company's corporate name and NASDAQ trading symbol.
The Board of Directors hereby propose the Company's name be amended to PowerTel
USA, Inc., upon filing the amendment of the Company's Certificate of
Incorporation with the Delaware Secretary of State, Upon such approval, the
Board of Directors will seek to change the Company's NASDAQ trading symbol to
"PTUSA", or such other exchange listing symbol as approved by The NASDAQ Stock
Market.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSED
AMENDMENT OF THE COMPANY'S NAME TO POWERTEL USA, INC. AND AMENDMENT OF NASDAQ
TRADING SYMBOL TO "PTUSA" OR SUCH OTHER EXCHANGE LISTING SYMBOL AS APPROVED BY
THE NASDAQ STOCK MARKET.
PROPOSAL TO INCREASE AUTHORIZED PREFERRED SHARE CAPITAL
The Company's Certificate of Incorporation authorizes two million (2,000,000)
shares of Preferred Stock with a par value of $.001 per share. Currently, there
are One Million Nine Hundred Sixty Thousand Nine Hundred Seventy Five
(1,960,975) Series A Preferred shares outstanding and five (5) Series B
Preferred shares outstanding. Pursuant to the Certificate of Incorporation, the
Board of Directors have the authority to issue and divide the shares of
Preferred Stock into series and fix by resolution the voting powers,
designation, preferences and relative participating optional or other special
rights, naming the qualifications, limitations and restrictions of the shares of
any series so established.
The Board of Directors believe that it is in the best interest of the Company to
amend the Company's Certificate of Incorporation to increase authorized
Preferred Share capital to 50,000,000 shares of Preferred Stock with a par value
of $.001 per share authorized for reasons which include, but are not limited to,
improving the Company's ability to raise equity capital advantageously and for
purposes of facilitating future acquisitions. There is no present intent to
issue Preferred shares as a result of the increase in authorized Preferred share
capital.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSED
INCREASE IN AUTHORIZED PREFERRED SHARE CAPITAL.
8
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PROPOSAL TO INCREASE AUTHORIZED CLASS A COMMON SHARE CAPITAL
The Company's Certificate of Incorporation authorizes twenty five million
(25,000,000) Class A Common shares with a par value of $0.001 per share.
Currently, there are Eight Million Nine Hundred Sixty Thousand Eight hundred
Sixty Nine (8,960,869) Class A Common shares issued and outstanding. Shares of
Class A Common stock may be issued from time to time as may be determined by the
Board of Directors. Each share of Class A Common stock shall have one vote for
each share of Class A Common stock standing in the name of the holder thereof on
the books of the Company and entitled to vote. Cumulative voting shall not be
allowed in the election of directors or for any other purpose.
The Board of Directors believe that it is in the best interest of the Company to
amend the Company's Certificate of Incorporation to increase authorized Class A
Common stock capital to 50,000,000 shares of Class A Common stock with a par
value of $.001 per share authorized, for reasons which include, but are not
limited to, improving the Company's ability to raise equity capital
advantageously and for purposes of facilitating future acquisitions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSED
INCREASE IN AUTHORIZED CLASS A COMMON SHARE CAPITAL.
PROPOSAL TO INCREASE AUTHORIZED CLASS B COMMON SHARE CAPITAL
The Company's Certificate of Incorporation authorizes twenty five million
(25,000,000) Class B Common shares with a par value of $0.001 per share.
Currently, there are four million four hundred thirty seven thousand four
hundred seventy three (4,437,473) Class B Common shares issued and outstanding.
Each share of Class B Common stock is entitled to all the rights and privileges
of pertaining to the Company's Class A Common stock without any limitations,
prohibitions, restrictions or qualifications, except that Class B Common stock
shall not be entitled to receive any cash dividends declared and paid by the
Company. In addition, upon the issuance of any shares of Class A Common stock,
the holders of record of Class B Common stock have the right to have issued to
them, a number of Class B Common shares which are the same of Class A Common
stock then being issued in return for such consideration as may be determined
from time to time by the Company's Board of Directors.
The Board of Directors believe that it is in the best interest of the Company to
amend the Company's Certificate of incorporation to increase authorized Class B
Common share capital to 50,000,000 Class B Common stock with a par value of
$.001 per share authorized, for reasons which include, but are not limited to,
compliance with the Company's obligations to Class B holders upon future Class A
Common share issuance.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSED
INCREASE IN AUTHORIZED CLASS B COMMON SHARE CAPITAL.
PROPOSAL FOR REVERSE STOCK SPLIT AND SHARE FRACTION PURCHASE
The Board of Directors believes that in the coming year it may be in the best
interests of the Company to Amend the Company's Certificate of Incorporation.
The amendment to the Certificate of Incorporation may be filed at any time, or
not at all, in the sole discretion of the Board of Directors on or before August
1, 1997, which amendment will effectuate a single, one (1) for six (6) reverse
stock split of any and all series or class of issued and outstanding shares of
Preferred Stock or Common Stock of the Company, provided that there
9
<PAGE>
shall be no change to authorized share capital of any series or class of
Preferred Stock or Common Stock then so authorized, and no fractional shares
shall be issued as a result of such reverse stock split, but the fair value of
fractions of a share shall be paid in lieu thereof.
Benefits to the Company derived from implementing the reverse split include: (i)
reducing current securities maintenance costs of the Company, (ii) reducing
costs owing to NASDAQ as a result of future share issuance, (iii) adjustment in
the perception of value of the Company's securities in the public marketplace,
and (iv) improved ability for the Company to acquire institutional sponsorship
and to improve the ability to submit a successful application for listing
Company Class A Common stock on NASDAQ National Market System.
Further, in the event the Company's Board of Directors elects to implement a
reverse stock split as discussed above, the Board of Directors will fix an
"Eligibility Date", which is the date on which all shareholders of record are to
be determined eligible to participate in the reverse stock split. In order to
induce shareholders not to transfer their shares and to discourage short selling
by arbitrageurs and dealers, it is currently anticipated that the Board of
Directors will declare a special dividend of Preferred Stock (the "Special
Dividend") payable to all shareholders of record who do not transfer any of
their Class A Common shares between the Eligibility Date and the record date for
reverse stock split. The Preferred shares distributed as the Special Dividend
will be (a) convertible into Class A Common shares, and (b) carry rights senior
in liquidation in the amount of Five Million Dollars ($5,000,000) to those
existing in all classes of Common stock, as allowed under the Company's
Certificate of Incorporation.
In light of the foregoing, the Board of Directors has approved the following
proposed amendment to the Company's Certificate of Incorporation and directed
that it be submitted to the Company's stockholders for approval as follows:
"RESOLVED, that the Certificate of Incorporation of the Company be amended by
adding a new Paragraph 13 thereof setting forth the following language:
The issued and outstanding shares of series and classes of Preferred stock and
common stock shall be and hereby are reclassified and combined into a lesser
number of shares of all series and classes of Preferred and common stock,
respectively, at a ratio of one (1) for six (6), such that each share of all
series and classes of Preferred Stock and Common Stock issued and outstanding
shall be reclassified and combined into and become one sixth share of any series
or class of Preferred Stock or Common Stock respectively. No fractional shares
of any series or class of Preferred Stock or Common Stock shall be issued as a
result of such reclassification and combination, but a fair value of fractions
of a share shall be paid in lieu thereof.
FURTHER RESOLVED, that the foregoing amendment may be filed at any time or not
at all, in the sole discretion of the Board of Directors, on or before August 1,
1997, and if such amendment is not filed within such time period, the
immediately preceding resolution shall be of no further force and effect."
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSED
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION AS APPROVED BY THE
COMPANY'S BOARD OF DIRECTORS AND SET FORTH ABOVE.
10
<PAGE>
PROPOSAL FOR APPLICATION TO NASDAQ NATIONAL MARKET SYSTEM
The Board of Directors believes that it may be in the best interests of the
Company to seek listing of the Company's securities on the NASDAQ National
Market System. Benefits to the Company's shareholders which are believed to
result from such listing include: (i) improved institutional investment interest
in Company securities due to the ability to meet more stringent exchange listing
standards imposed by the NASDAQ National Market System, (ii) substantially
improved rules, regulations and enforcement practices of NASDAQ National Market
System which are believed to curb abusive "naked" short selling practices, (or
the sale of Company securities not owned by the short seller), deemed beneficial
to Company shareholders, and, (iii) availability of Company securities for use
by Company shareholders as "marginable" securities at brokerage firms, banks and
lending institutions.
Presently, listing requirements of NASDAQ National Market System under which the
Board of Directors plan to seek Company Class A Common stock listing under are
commonly known as "Alternative 2", which includes, but is not limited to, the
following qualifications: (i) net tangible assets of the Company equal to
(assets excluding goodwill, minus total liabilities) of $12,000,000, (ii) an
amount of publicly traded shares in the Public Float (excluding officers,
directors or beneficial owners of more than 10% of the total shares outstanding)
of 1 million shares, (iii) the market value of the Public Float exceeding
$15,000,000, (iv) a minimum of four hundred (400) Company shareholders, (v)
three years of Company operating history, (vi) a market value of Public Float
exceeding $15,000,000, and (vii) a minimum share bid price of not less than
$3.00 per share.
Based on the foregoing, the Board of Directors request discretion and authority
to submit application of Company Class A Common stock for NASDAQ National Market
System at such time the Board of Directors determines that the Company meets the
requirements for initial listing on NASDAQ National Market System listing at any
time following shareholder approval.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" BOARD OF DIRECTOR
AUTHORITY TO SUBMIT APPLICATION OF COMPANY CLASS A COMMON STOCK ON NASDAQ
NATIONAL MARKET SYSTEM AS GENERALLY SET FORTH ABOVE.
PROPOSAL TO AUTHORIZE ISSUANCE OF CLASS C COMMON STOCK
The Board of Directors have determined that the future funding needs of the
Company may be best served by creating a new class of common stock from which to
raise equity capital exclusively in foreign jurisdictions. The rationale for
creating such a class of stock is premised upon reducing the cost of obtaining
equity capital for the Company's working capital needs and plan for growth
through acquisitions.
The Board of Directors believe it is in the best interest of the Company to
amend the Company's Certificate of Incorporation to generally grant the Board of
Directors authority to create a new series of common stock to be known as
"Class C Common stock", par value $.001, with 50,000,000 shares authorized and
fractional shares to be permitted and accounted for. Class C Common stock shall
have rights identical to Class A Common stock, except that each Class C Common
share issued by the Company will have the right to be exchanged for one (1)
share of Class A Common stock, with thirty days written notice by the holders
thereof upon the Company's receipt of notice by certified mail. Shares of Class
C Common stock shall not be eligible for offer or resale in the United States
and may be issued from time to time in the sole discretion of the Board of
Directors to foreign institutional and
11
<PAGE>
accredited investors which evidence foreign citizenship and domicile
satisfactory to the Company and in conformity with securities exemptions and
governing law applicable thereto.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE AMENDMENT OF
THE CERTIFICATE OF INCORPORATION AUTHORIZING THE CREATION OF CLASS C COMMON
STOCK IN CONFORMITY WITH THE FOREGOING.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Kafoury, Armstrong & Co. to audit the
Company's financial statements for the fiscal year ending February 29, 1996.
Kafoury, Armstrong & Co. have served as the Company's auditors since the
resignation of the Company's previous auditors, Deloitte & Touche.
Deloitte & Touche acted as the Company's independent public accountants and
performed auditing services for the fiscal years 1989, 1990, 1991, 1992, 1993
and 1994. On March 23, 1994, Deloitte & Touche resigned as auditors to the
Company.
The Company solicited proposals from independent public accounting firms
qualified to provide auditing services to the Company. After evaluating the
proposed services and associated costs, the Board of Directors proposed that
Kafoury, Armstrong & Co. be retained as the Company's independent auditors
for the current fiscal year.
The change of independent auditors and the resignation of Deloitte & Touche was
not the result of any disagreements between the Company and the former
accountants on any matter of accounting principles or practices, financial
disclosures or auditing scope or procedures, and there have been no such
disagreements within the past two (2) fiscal years and any prior or subsequent
period.
The audit opinions of Deloitte & Touche for fiscal years 1992 and 1993 did not
contain any adverse opinion or disclaimer of opinion, and their opinion was not
qualified or modified as to uncertainty, audit or accounting principles.
The Company has been advised that neither Kafoury, Armstrong & Co., nor any
of its partners hold any direct or indirect financial interest in the securities
of the Company, or its subsidiaries, nor have they had any connection with the
Company or its subsidiaries during the past three years.
Representatives of Kafoury, Armstrong & Co. are expected to be present at
the Annual Meeting. At that time, those representatives will have the
opportunity to make a statement if they desire to do so, and are expected to be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION
OF KAFOURY, ARMSTRONG & COMPANY AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR
ENDING FEBRUARY 29, 1996.
STOCKHOLDER PROPOSALS
No proposals have been submitted by stockholders for consideration at the 1996
Annual Meeting.
12
<PAGE>
OTHER MATTERS
The Company knows of no other matters to be brought before the Annual Meeting.
However, if any other matters should properly come before the Annual Meeting,
the persons named in the enclosed proxy will vote all proxies given to them in
accordance with their best judgment on such matters.
EXECUTIVE OFFICERS
The current executive officers of the Company, their ages and respective
positions with the Company are set forth in the following table.
NAME AGE POSITIONS YEAR BECAME OFFICER
Jeffrey Antisdel 40 President/CEO 1990
Richard Cascarilla 43 Corporate Secretary/
General Counsel 1990
Executive officers serve at the discretion of the Board of Directors. The term
of office of each executive officer is until his respective successor is elected
and has been qualified, or until his death, resignation or removal. Officers are
elected by the Board of Directors annually at its first meeting following the
Annual Meeting of Stockholders.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
STANDARD ARRANGEMENTS
Directors are entitled to receive annual compensation of $10,000 and $500 for
each Board of Directors meeting attended in person for travel expenses to
meetings. In addition, each Director receives retroactive monthly compensation
for services rendered in the form of options to purchase Class A Common Stock at
then prevailing market prices.
DIRECTORS' COMPENSATORY PLANS
On December 29, 1993, the Board of Directors approved a 1993 Directors Stock
Option Plan under which each Director of the Company has received an option to
purchase two thousand five hundred (2,500) shares of the Company's Class A
Common Stock for each month of service as a Director. The Directors of the
Company who received the options were Jeffrey E. Antisdel, Richard A.
Cascarilla, Jeffrey L. Hartman, Jeffrey E. Modesitt, Sr. and Michael R.
Kassouff. The option price is $2.00 per share. The option may be exercised at
any time before December 31, 2001. Twenty-five thousand (25,000) shares of Class
A Common Stock, or a total of 125,000 shares at a price of $2.00 per Class A
common share equal to the market price at the time of the grant are subject to
the Directors' 1993 Stock Option Plan in the current fiscal year. No options
have yet been exercised as of February 29, 1996.
On June 27, 1994, the Company's directors adopted the 1994 Directors' Stock
Option Plan for the Company's directors. Under the terms of this stock option
plan, each of the five directors of the Company, Jeffrey E. Antisdel, Richard A.
Cascarilla, Jeffrey L. Hartman, Jeffrey E. Modesitt, Sr. and Michael R.
Kassouff, were granted an option to purchase 12,500 shares (2,500 shares for
each month of service between January 1, 1994 and May 31, 1994) of the Company's
Class A Common Stock or a total of 62,500 shares at a price of
13
<PAGE>
$1.625 per share, equal to the market price of the stock at the date of grant.
The option is exercisable until May 31, 2002. No options have yet been exercised
as of February 29, 1996. On January 14, 1995, the Company's directors adopted an
additional 1994 Directors' Stock Option Plan for the Company's directors. Under
the terms of this stock option plan, each of the five directors of the Company,
Jeffrey E. Antisdel, Richard A. Cascarilla, Jeffrey L. Hartman, Jeffrey E.
Modesitt, Sr. and Michael R. Kassouff, was granted an option to purchase 17,500
shares (2,500 shares for each month of service between June 1, 1994 and December
31, 1994) of the Company's Class A Common Stock or a total of 87,500 shares at a
price of $0.9375 per share, equal to the market price of the stock at the date
of grant. The options are exercisable until December 31, 2002. No options have
been exercised through February 29, 1996.
On December 31, 1995, the Board of Directors approved the issuance of shares
pursuant to the terms of the Directors Stock Option Plan. Under the terms of the
Stock Option Plan, each of the five (5) directors of the Company was granted an
option to purchase 30,000 Class A Common shares, or a total of 150,000 Class A
Common shares at a price of $.3125 per share, equal to the then current market
price of the Company's Class A Common stock on the date of the grant. The
options are exercisable until December 31, 2003. No options have been exercised
through February 29, 1996.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN CONTROL
ARRANGEMENTS
The Board of Directors has agreed to continue the employment of the Company's
current Officers through October 31, 1996 renewable at the discretion of the
Board of Directors.
Mr. Antisdel, the Company's President and Chief Executive Officer has been
employed by the Company based upon the terms of a renewable, written employment
contract and is paid a base salary based generally upon the terms of the written
employment agreement. Additionally, Mr. Antisdel receives an automobile
allowance of $500 per month and is also eligible to participate in all fringe
benefits which the Company customarily affords to its executive officers.
Pursuant to Mr. Antisdel's employment contract, he is entitled to participate in
the Company's disability insurance policy. However, Mr. Antisdel was not
included in a Company sponsored plan maintained from time to time.
The Company also previously entered into a renewable employment agreement with
Richard A. Cascarilla, Corporate Secretary and General Counsel. Mr.
Cascarilla's contract terminated on July 18, 1994. Mr. Cascarilla was employed
during the fiscal year based generally upon the terms of the contract and was
paid a base salary based generally upon the terms of the written employment
agreement. The Company reimbursed Mr. Cascarilla for air fare between Lansing,
Michigan and Reno, Nevada. Mr. Cascarilla was also included on the Company's
disability insurance policy maintained from time to time.
Both Mr. Antisdel and Mr. Cascarilla had each tendered voluntary resignations as
officers of the Company which were to become effective July 1, 1996. Mr.
Antisdel and Mr. Cascarilla each executed independent consulting contracts with
the Company with compensation arrangements similar to their prior employment
with the Company. The term of each consulting contract with the Company were to
expire on July 1, 1998.
However, at the request of the Board of Directors, Mr. Antisdel and Mr.
14
<PAGE>
Cascarilla each agreed to continue their respective positions as President and
Corporate Secretary to the Company through October 30, 1996, pending renewal or
the appointment of replacement officers. Mr. Antisdel and Mr. Cascarilla will
thereafter be employed by the Company pursuant to the terms of independent
consulting agreements.
SUMMARY COMPENSATION TABLE
The following table provides certain summary information concerning compensation
earned during the fiscal years ended February 29, 1996 and February 28, 1995,
and 1994 by the Company's chief executive officer and the other executive
officers.
(Remainder of this page left intentionally blank)
15
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.
NEVADA ENERGY COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
OFFICER COMPENSATION TABLE
THREE YEARS ENDED FEBRUARY 29, 1993
<TABLE>
<CAPTION> LONG TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------ ----------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
(1) (2, 3 & 4)
NAME OTHER ANNUAL RESTRICTED LTIP ALL OTHER
AND COMPENSATION STOCK OPTIONS/ PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($) AWARDS ($) SARs (#) ($) ($)
- ------------------------------- ------ ---------- ---------- ------------- ------------ --------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jeffrey E. Antisdel ** 1996 123,340 None 9,839 None 30,000 None None
President, CEO, Director 1995 78,438 None 7,876 34,180 30,000 None None
1994 86,573 None 7,057 None 25,000 None None
Richard A. Cascarilla 1996 23,880 None 28,107 None 30,000 None None
Secretary/Treasurer, Director 1995 32,666 None 25,353 25,480 30,000 None None
1994 20,687 None 16,558 None 25,000 None None
- ------------------------------
<CAPTION>
Jeffrey E. Antisdel Richard A. Cascarilla
------------------------------- ---------------------------------
1996 1995 1994 1996 1995 1994
---------- --------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
(1) Includes:
Automobile Allowance 6,000 6,000 6,000 -- -- --
Employee Medical Insurance 1,839 1,876 1,057 -- -- --
Employee Life Insurance 2,000 -- -- -- -- 1,744
Employee Accident Insurance -- -- -- 1,607 953 314
Legal services provided -- -- -- 26,500 24,400 14,000
Directors services, current year *** -- -- -- -- -- 500
----- ------ ----- ------ ------ ------
9,839 7,876 7,057 28,107 25,353 16,558
----- ------ ----- ------ ------ ------
----- ------ ----- ------ ------ ------
(2) Includes:
Bonus, current year -- 9,340 -- -- 2,490 --
Bonus, prior year -- 9,340 -- -- 2,490 --
Legal services, current year -- -- -- -- 2,600 --
Legal services, prior year -- -- -- -- 2,400 --
Director's services, current year *** -- 10,500 -- -- 10,500 --
Director's services, prior year -- 5,000 -- -- 5,000 --
----- ------ ----- ------ ------ ------
-- 34,180 -- -- 25,480 --
----- ------ ----- ------ ------ ------
----- ------ ----- ------ ------ ------
(3) Restricted share holdings at February 29, 1996:
Shares are fully vested and eligible to receive dividends.
<CAPTION>
Number of Shares Value (4)
---------------- ---------
<S> <C> <C>
Jeffrey E. Antisdel 691,741 $216,169
Richard A. Cascarilla 11,458 $3,581
</TABLE>
(4) Value based on closing NASDAQ bid price of $0.3125 per share at
February 29, 1996.
** Salary includes $22,647 earned in prior years.
*** Directors' services for fiscal 1996 have been accured at $10,000 per
director. No payment has been made in either cash or shares.
16
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table (next page) provides certain information with respect to
options granted during the fiscal year ended February 29, 1996.
(Remainder of this page left intentionally blank)
17
<PAGE>
<TABLE>
<CAPTION>
NEVADA ENERGY COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
OFFICER COMPENSATION TABLE
THREE YEARS ENDED FEBRUARY 29, 1996
Option Grants in Fiscal 1996
---------------------------------
Individual Grants
----------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options Exercise
NAME Underlying Granted to or
AND Options Granted Employees Base Price Expiration
PRINCIPAL POSITION (#) In Fiscal Year ($/sh) Date
- ------------------ ---------------- -------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Jeffrey E. Antisdel 1996 30,000 50.00% $0.3125 12/31/03
President, CEO, Director
Richard A. Cascarilla 1996 30,000 50.00% $0.3125 12/31/03
Secretary/Treasurer, Director
</TABLE>
NEVADA ENERGY COMPANY, INC. AND CONSOLIDATED SUBSIDIARIES
OFFICER COMPENSATION TABLE
THREE YEARS ENDED FEBRUARY 29, 1996
<TABLE>
<CAPTION>
Aggregated Exercises and Year End Totals - 1996
-------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
Shares
Acquired Number of Unexercised Options Value of Unexercised
NAME on Value at Year End (#) In the Money Options
AND Exercise Realized --------------------------------- ---------------------------
PRINCIPAL POSITION (#) ($) Exerciseable Unexerciseable Exerciseable Unexerciseable
- ------------------------------ ------------ ----------- --------------- ---------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey E. Antisdel None None 85,000 None N/A N/A
President, CEO, Director
Richard A. Cascarilla None None 85,000 None N/A N/A
Secretary/Treasurer, Director
</TABLE>
18
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Ralph Cascarilla is the brother of Richard A. Cascarilla, the Corporate
Secretary and General Counsel of the Company. The law firm in which Ralph
Cascarilla was a partner performed certain legal services during 1993 and 1994
for the Company. The Company paid fees to Ralph Cascarilla's law firm in the
amount of approximately $112,000 in 1993, approximately $73,254 during 1994, and
approximately $61,886 during 1995.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Proposals for the 1997 Annual Meeting of Stockholders of the Company must be
received by the Company no later than January 25, 1997. Any such proposals, as
well as any questions related thereto, should be directed to the Secretary of
Directors for the Company.
BY ORDER OF THE BOARD OF DIRECTORS,
Peter J. Cannell,
Secretary of Directors
Reno, Nevada
June 28, 1996
19
<PAGE>
NEVADA ENERGY COMPANY, INC.
401 East Fourth Street, Reno, NV 89512-3315
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING TO BE HELD ON AUGUST 16, 1996
The undersigned hereby appoints Peter J. Cannell, Charles A. Cain and John C.
Goold (acting by those present and if only one is present, then by that one
with full power of substitution and revocation) as proxies, with the powers
the undersigned would possess if personally present, to vote all shares of
Voting Stock of the undersigned in Nevada Energy Company, Inc. (and to
exercise all other share owner rights and powers) at the Annual Meeting of
Share Owners to be held on August 16, 1996, and at any adjournments thereof,
upon all matters that may properly come before the Meeting, including the
matters identified on the reverse side of this Proxy and described in the
Proxy Statement furnished herewith, subject to any directions indicated on
the reverse side of this Proxy.
EXCEPT TO THE EXTENT OTHERWISE SPECIFIED OR IF NO INSTRUCTIONS ARE GIVEN ON THE
REVERSE SIDE, THE BOARD OF DIRECTORS' PROXIES INTEND TO VOTE FOR THE ELECTION OF
THE DIRECTORS AND FOR ISSUES 2, 3, 4, 5, 6, 7, AND 8 AS SET FORTH ON EACH SIDE
OF THIS DOCUMENT.
PLEASE MARK, SIGN AND DATE ON REVERSE SIDE AND RETURN YOUR PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
(Fold here)
THIS PROXY IS BEING SOLICITED ON BEHALF OF NEVADA ENERGY
COMPANY, INC.'S BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL
CANDIDATES AND FOR ISSUES 2, 3, 4, 5, 6, 7 and 8.
(1) Election of Directors:
[ ] FOR PETER J. CANNELL (or any alternate candidates selected as
stated in the Proxy Statement).
[ ] AGAINST PETER J. CANNELL (or any alternate candidates selected as
stated in the Proxy Statement).
[ ] ABSTAIN
(2) Amendment of the Certificate of Incorporation to change the Company name to
POWERTEL USA, INC., and amendment of the Company's NASDAQ trading symbol to
"PTUSA", or such other trading symbol as approved by the NASDAQ Stock
Market:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
<PAGE>
(3) Amendment of the Certificate of Incorporation to increase authorized share
capital of Preferred shares, par value $0.001 from 2,000,000 to 50,000,000
shares:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
(4) Amendment of the Certificate of Incorporation to increase authorized share
capital of Class A Common shares, par value $0.001 from 25,000,000 to
50,000,000 shares:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
(5) Amendment of the Certificate of Incorporation to increase authorized share
capital of Class B common shares, par value $0.001 from 25,000,000 to
50,000,000 shares:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
(6) Amendment to the Certificate of Incorporation, which amendment may be filed
at any time, or not at all, in the sole discretion of the Company's Board
of Directors, on or before August 1, 1997, which amendment will effectuate
a single, one (1) for six (6) reverse stock split of any and all issued and
outstanding shares of Preferred Stock or Common Stock of the Company,
provided that there shall be no change to authorized share capital of any
series or class of Preferred Stock or Common stock then authorized and no
fractional shares shall be issued as a result of such reverse stock split,
but the fair value of fractions of a share shall be paid in lieu thereof:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
(7) Approval of a proposal which grants the Board of Directors full discretion
and authority to submit application of Company Class A Common stock to
NASDAQ National Market System at such time the Board of Directors
determines that the Company meets the requirements for NASDAQ National
Market System listing:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
(8) Amendment to the Company's Certificate of Incorporation which generally
provides for the creation of a new series of common stock to be known as
Class C Common stock, par value $.001, with 50,000,000 shares authorized
and rights identical to Class A Common, except that each Class C Common
share issued by the Company will have the right to be exchanged for one (1)
Class A Common share of the Company. Class C Common shares shall not be
eligible for offer or resale in the United States:
<PAGE>
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
(9) Ratification of the appointment of Kafoury, Armstrong & Company as the
Company's independent accountants for the fiscal year ending February 29,
1996:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
------------------------
------------------------
PLACE ADDRESS LABEL HERE
------------------------
------------------------
Signature
PLEASE SIGN EXACTLY AS NAME(S) APPEARS ABOVE AND INDICATE CAPACITY, IF
APPROPRIATE WHEN SIGNING AS ATTORNEY, AGENT, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE SIGN YOUR NAME AND TITLE. IF A CORPORATION, THE FULL CORPORATE
NAME AND SIGNATURE AND TITLE OF AN AUTHORIZED OFFICER ARE REQUIRED. IF A
PARTNERSHIP, THE FULL PARTNERSHIP NAME AND THE SIGNATURE AND TITLE OF AN
AUTHORIZED PERSON ARE REQUIRED.
Dated June 28, 1996
