SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SECOND AMENDED
PRELIMINARY COPIES OF INFORMATIONAL STATEMENT
PURSUANT TO SECTION 14 OF
The Securities Exchange Act of 1934
LEESBURG LAND & MINING, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-12139
CIK: 0000726166
Colorado (82-0379959)
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
c/o 10200 W. 44th Ave., #400, Wheat Ridge, CO 80033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
None
<PAGE>
LEESBURG LAND & MINING, INC.
10200 W. 44th Ave. #400
Wheat Ridge, CO 80033
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD _________________, 1998
Notice is hereby given that the Special Meeting of
Shareholders of Leesburg Land & Mining, Inc., (hereinafter
referred to as "the Company") will be held at #400, 10200 W. 44th
Avenue, Wheat Ridge, Colorado, at 9:00 a.m., local time, for the
following purposes:
1. To authorize the Board of Directors to set a ratio
for the reverse split (pro-rata reduction of
outstanding shares) of the issued and outstanding
common shares of the Company, such ratio not to exceed
one new share of common stock for 30 each shares of
common stock now issued and outstanding, to be
determined by December 31, 1997.
2. To change the name of the Company at the
discretion of the Board of Directors.
3. To authorize and approve redomiciling and
reincorporating in Nevada.
The Board of Directors has fixed the closing of business on
__________________, 199__, as the record date for the
determination of shareholders entitled to notice of and to vote
at this meeting or any adjournment thereof. The stock transfer
books will not be closed.
Leesburg Land & Mining, Inc.
President
<PAGE>
INFORMATION STATEMENT
LEESBURG LAND & MINING, INC.
10200 W. 44th Ave. #400
Wheat Ridge, CO 80033
SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD
__________________, 1998
This Informational Statement is being furnished to the
shareholders of Leesburg Land & Mining, Inc., a Colorado
corporation, in connection with the Special Meeting of
Shareholders to be held at 9:00 a.m., MDT, ____________________,
1998 at #400, 10200 W. 44th Avenue, Wheat Ridge, Colorado. The
Informational Statement is first being sent or given to
shareholders on or about ___________________, 1997.
NO PROXIES ARE BEING SOLICITED BY THE BOARD OF DIRECTORS.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT
TO SEND US A PROXY.
DISSENTERS' RIGHT OF APPRAISAL
The laws of the State of Colorado makes provisions for
certain dissenters' rights in connection with the matters to be
considered at the Special Meeting of Shareholders. 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 Colorado, however, the shareholder
may not vote in favor, and still retain dissenters rights.
A Shareholder who intends to dissent from the proposed
corporate action must make demand for payment of "fair value" for
his or her shares in writing to the Company prior to the
scheduled vote of the shareholders. Such demand, when made, is
effective, to require payment in lieu of retaining ownership of
the shares if an action is taken by the majority of the other
shareholders to which the demanding shareholder dissents. The
dissenting shareholder may not vote his or her shares in favor of
the proposed corporate action. After written demand by the
dissenter, the corporation may either pay the dissenters demand,
or offer to pay another amount determined by the corporation. If
the dissenter refuses the offer by the corporation, the dissenter
may file suit in a District Court in Colorado and demand an
appraisal by an independent party. Such appraisal would be
considered by the Court at a trial and decision would be rendered
by the Court as to the value of the Dissenter's shares and the
Court may enter a judgment for such determined value in favor of
the shareholder.
(Note: A copy of CRS 7-113-201 through 209 is attached
hereto.)
<PAGE>
EXPENSE OF MAILING
The expense of preparing and mailing of this Informational
Statement to shareholders of the Company is being paid for by the
Company. The Company is also requesting brokers, custodians,
nominees and fiduciaries to forward this Informational Statement
to the beneficial owners of the shares of common stock of the
Company held of record by such persons. The Company will not
reimburse such persons for the cost of forwarding.
INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON
None. No director or shareholder owning 10% or more of the
outstanding shares has indicated her or his intent to oppose any
action to be taken at the meeting. No officer or director or
shareholder has any interest in any matter to be voted upon.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP
As of the call date of the meeting, ________________, 1997,
the total number of common shares outstanding and entitled to
vote was __________________.
The holders of such shares are entitled to one vote for each
share held on the record date. There is no cumulative voting on
any matter on the agenda of this meeting. No additional shares
will be issued subsequent to call date and prior to meeting.
RECORD DATE
Stock transfer records will remain open. _________________,
1997, shall be the record date for determining shareholders
entitled to vote and receive notice of the meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information as of
________________, 1997, with respect to the shares of common
stock of the Company owned by (i) owners of more than 5% of the
outstanding shares of common stock, (ii) each director of the
Company, and (iii) all directors and officers of the Company as a
group. Unless otherwise indicated, all shares are held by the
person named and are subject to sole voting and investment are by
such person.
Title Name and Amount and Percent
of Address of Nature of of
Class Beneficial Owner Beneficial Interest Class
Common American International 1,185,700 2.2%*
Systems, Inc. (see note 1)
12002 W. 14th Avenue (see note 2)
Golden, CO 80401
(Note 1: Robert Beaton owns 44% of the shares of American
International Systems, Inc. which if combined with
his personal holdings would result in 55.32%
ownership)
<PAGE>
Common Robert Beaton 28,510,000 54.3%
12002 W. 14th Avenue
Golden, CO 80401
Common James Poulos 19,031,434 36.3%
4065 Easley Rd.
Golden, CO 80403
(Note 2: James Poulos owns 15.95% of American International
Systems, Inc. which if combined with his personal
holding, would result in 36.6% ownership)
Common Michael Schranz, V.P. & Dir. 244,254 .4%
Polaris Resources
410 17th Street, Ste. 1940
Denver, CO 80202 (see note 3)
Common One Capital Corp. of which 2,500,000 4.8%
Mr. Schranz is an officer,
director and shareholder
(Note 3: If shares owned by Mr. Schranz are combined with
One Capital Corp., the total ownership is 5.2%)
Common Combined ownership as a group 95.8%
VOTING REQUIRED FOR APPROVAL
I. One third of the shares of common stock outstanding at
the record date must be represented at the Special Meeting in
person or by proxy in order for a quorum to be present, but if a
quorum should not be present, the meeting may be adjourned
without further notice to shareholders, until a quorum is
assembled. Each shareholder will be entitled to cast one vote at
the Special Meeting for each share of common stock registered in
such shareholder's name at the record date.
II. The Colorado Corporation Act and the Articles of
Incorporation require that 67 2/3 of the outstanding shares vote
in favor of the proposed Amendment to the Articles of
Incorporation reducing authorized shares and the pro rata reverse
split of the issued and outstanding shares. (See "Changes in
Corporate Capitalization").
III. The Colorado Corporation Act requires that at least 51%
of the issued and outstanding shares vote in favor of the
proposed redomicile and reincorporation in the State of Nevada.
REMUNERATION AND OTHER TRANSACTIONS WITH MANAGEMENT
(a) Cash Compensation.
Compensation paid by the Company for all services provided
during the fiscal year ended December 31, 1996, (1) to each of
the Company's two most highly compensated executive officers
whose cash compensation exceeded $60,000.00 and (2) to all
officers as a group is set forth below under directors. None.
<PAGE>
(b) Compensation Pursuant to Plans. None.
(c) Other Compensation. None.
(d) Compensation of Directors. None.
Compensation paid by the Company for all services provided
during the period ended ___________________, 1997, (1) to each of
the Company's directors whose cash compensation exceeded
$60,000.00 and (2) to all directors as a group is set forth on
the next page:
Name of Individual Capacities
Number of Persons in Cash Stock
in Group Which Served Compensation Compensation
Robert Beaton President 0 0
James Poulos 0 0
All directors as a group 0 0
to August 31, 1997
PROPOSED AMENDMENTS TO CHARTER AND
CHANGES IN CORPORATE CAPITALIZATION
I. CHANGE OF OUTSTANDING SHARES
The Board of Directors of the Company is asking stockholders
to authorize a reverse split of the Company's issued and
outstanding common shares. The Board of Directors will be
authorized to determine the ratio for the reverse split (pro-rata
reduction in outstanding shares), such ratio not to exceed 1 new
common stock share for every 30 shares of common stock issued and
outstanding in the hands of shareholders. The Board of Directors
shall be authorized to set such ratio in its discretion based
upon factors including but not limited to:
a) NASDAQ listing requirements
b) then current trading price of the shares
c) asset values of the Company
d) advice of investment banking community
e) potential mergers
The Board of Directors shall make such determination of
reverse split on or before December 31, 1997. The Board believes
that such reverse split of the Company's capital shares will lend
itself better to the Company's organization and capitalization
and allow it to find an acquisition or merger candidate.
Management Discussion of the Proposal
Management of the Company believes that the proposed
amendment will make the Company better able to comply with
<PAGE>
NASDAQ's ever changing listing requirements in the event it finds
an acquisition/merger candidate by reducing the outstanding
shares in the Company. The Company currently has over 50 million
shares outstanding with no net worth and no market
capitalization. It would be practically impossible to find an
acquisition candidate even if its assets made it otherwise NASDAQ
eligible, which would accept such a high share capitalization,
even if no more shares were issued. Further, it is highly
unlikely that the trading price of shares of a 50 million share
capitalized company would ever meet the NASDAQ trading price
requirements.
Current NASDAQ "Small Cap" listing requirements are:
a) Net Tangible Assets $ 4,000,000
or
Market Capitalization $ 50,000,000
or
Net Income $ 750,000
(in latest fiscal year or
2 of last 3 fiscal years)
b) Public Float (shares) 1,000,000
c) Market Value of Public $ 5,000,000
d) Minimum Bid Price $ 4.00
e) Market Makers 3
f) Shareholders - (round lots) 300
g) Market History 1 Year
h) Corporate Governance -
Standards Yes
Once the reverse split has occurred, more potential
acquisition candidates may consider the Company attractive in its
then restructured state. Further, the Company will then be
better structured to seek equity financing, because investors shy
away from the very high dilution which would occur if an
investment were made in the current structure.
II. CHANGE IN CORPORATE NAME
The Board is asking shareholders to authorize a name change
of the Corporation at the discretion of the Board and to approve
an amendment to the Charter Articles of Incorporation upon such
new name being determined by the Board.
<PAGE>
III. REDOMICILE & REINCORPORATION IN NEVADA
The Board is asking shareholders to approve the redomicile
of the corporation and reincorporation in the State of Nevada,
with 100 million shares of common stock ($.001 par value)
authorized and 10 million shares of preferred stock ($.10 par
value) authorized with such classes, rights, and privileges as
the Board may hereafter determine.
Management Discussion of Redomicile Proposal
There are currently authorized 100 million common shares and
1 million preferred "blank check" shares as incorporated in
Colorado. No change to this authorized capital would occur in
the Nevada redomicile.
Management believes that there are no disadvantages to
redomicile in Nevada from an operational standpoint. The
corporate law allows merger decisions to be made by the Board of
Directors, so long as the post-merger shares outstanding do not
exceed 120% of pre-merger shares outstanding. Many
acquisition/merger candidates consider that the process of
submitting a merger proposal to vote of shareholders through a
registration statement filed with the Securities Exchange
Commission to be too lengthy and expensive to endure, which
limits the opportunities of the Company. A shareholder must then
rely upon the judgment of the Board of Directors to make the
decision, or in certain instances, the vote of the collective
majority shareholders.
Nevada law also provides in Section 78.320 that "any action
required or permitted to be taken at a meeting of the
stockholders may be taken without a meeting, if a written consent
thereto is signed by stockholders holding at least a majority of
the voting power"... Colorado law has no such provision. This
Nevada provision allows majority shareholders to eliminate a
shareholders meeting, even if the merger will result in more than
an additional 20% of the outstanding pre-merger shares, being
issued.
The Company proposes reauthorizing "Blank Check" preferred
stock. This refers to future classes of preferred stock which
have, at this time, no defined rights and privileges. In the
future, the Board may determine the classes of preferred stock
and rights and privileges thereof without shareholder approval,
and the rights and privileges could, in worst case, be so
overbearing and detrimental to the interests of common
shareholders, as to render common shares worthless. Further,
preferred shares could exercise total control. There are
currently no plans to issue any preferred stock, with any defined
rights and privileges.
Nevada law (Sec. 78.207) also allows the Board of Directors
to vote upon and approve a reverse split of outstanding shares
<PAGE>
without shareholder vote. Colorado law requires a shareholder
vote to accomplish a reverse split of shares.
COMPARISON OF SHAREHOLDERS RIGHTS
Shareholder Voting
The two states are similar in all respects, except that in
Nevada, as contrasted to Colorado, a corporate action requiring
shareholder approval may be approved by a majority of
shareholders in the corporation by written consent without a
shareholders meeting, and the action will be valid and effective.
In Colorado, corporate actions involving recapitalization or
merger, require an affirmative vote of 67 2/3% of the outstanding
shares unless the Articles of Incorporation provide for a simple
majority approval (51%). In Nevada, only a simple majority (51%)
stockholder vote is required for any corporate action requiring
shareholder approval, and it may be done by written consent of a
majority without a shareholder meeting.
Dividend Policies
Similar in both states.
In Colorado, dividends on common stock may be declared and
authorized by the board of Directors as a distribution, at any
time, so long as:
a) Dividends on Preferred classes of Stock, if
required have been first paid in full.
b) The distribution of dividends does not render the
corporation unable to pay debts in the usual course of
business.
c) The total liabilities of the corporation do not
exceed the total assets after reserving any amounts
needed to satisfy preferential rights of preferred
shareholders in the event of dissolution.
Nevada law provides that the Board has the authority to
declare dividends on common stock only if:
a) Dividends on Preferred Classes of stock, if
required, have been paid in full.
b) The Corporation remains able to pay its debts as
they become due in the usual course of business after
the effect of the dividend.
c) The Corporation's total assets would be less than
the sum of its total liabilities plus the amount needed
<PAGE>
to satisfy the preferential rights of preferred
shareholders in the event of dissolution.
Nevada laws define the time parameters within which the
liquidity test set forth in b) and c) above must be measured as
being the date the distribution (dividend) is authorized, if
payment occurs within 120 days thereafter, or the date dividend
payment is made if it occurs more than 120 days after
authorization.
Dissenters Rights
In both Nevada and Colorado the dissenters rights are
basically the same, including that if the securities of the class
entitled to vote are listed on a national securities exchange, or
are NASDAQ NMS or there are more than 2,000 stockholders of
record, there is no dissenters right where the merger is with a
company of national exchange listing, NASDAQ NMS or has two
thousand stockholders and nothing other than cash or stock or a
combination is being tendered in the merger.
In Nevada, but not in Colorado, if a corporate action
creating dissenters rights is taken without a meeting of the
stockholders, the corporation shall notify in writing all
stockholders entitled to dissent that the action was taken and
shall send them a written dissenters Notice 10 days after
effectuation of the corporate action, setting forth the procedure
for dissenters to follow to make demand for payment. The
Corporation shall pay the fair value of the dissenter shares
within 30 days after receipt of demand for payment. The
dissenter has a right similar to that in Colorado to submit his
own assertion of fair value, and if there is no agreement, the
Court may determine fair value.
Other corporate governance laws and procedures in Nevada are
very similar to those in Colorado. Currently, the Articles of
Incorporation do not provide for cumulative voting and the
Articles of Incorporation for Nevada would not provide for
cumulative voting.
In Nevada, Directors may be removed by a vote of 2/3 of the
shareholders entitled to vote whereas in Colorado directors may
be removed by majority vote of the shareholders at a meeting
called for such purpose. In both states, vacant director
positions may be filled by appointment by the remaining Board.
In Nevada, but not Colorado, the Board may, without a vote
of the shareholders, approve and effectuate a reverse split or
recapitalization of the outstanding shares - pro rata.
In Colorado any shareholder may, during reasonable business
hours upon 5 days written notice, inspect the books and financial
records of the corporation. In Nevada, a person holding or
<PAGE>
representing 15% or more of the outstanding shares, may on at
least 5 days notice, inspect the books and financial records of
the corporation.
There are no conversion rights or sinking fund provisions
which are applicable in Colorado or Nevada under the current
capital structure.
Takeover Bids
In Nevada, unless the Articles of Incorporation provide that
the anti-takeover sections of NRS 78.378 to 78.3793 do not apply,
Nevada law provides that in the event any person or group acting
together acquire control shares defined as one fifth or more of
the outstanding shares, a takeover statement is required to be
sent to the shareholders, and the "control shares" may not be
voted except by resolution of a majority of the non-control
shareholders at a called special meeting of shareholders more
than 30 days after delivery of an offeror's statement.
Colorado law has no such anti-takeover provisions.
BOARD OF DIRECTORS AND OFFICERS
The three persons listed below are Officers and the members
of the Board of Directors, serving until the next annual meeting.
Robert Beaton, age 49, received his BA in Business from the
University of Alabama in 1970. Mr. Beaton has acted as President
and a director of Leesburg since 1985. He has acted as an
independent consultant for mergers and acquisitions by public
companies, for his own account since 1988.
James Poulos, age 70, acted as a mining Engineer for his
career with only informal on the job training. He has acted as
an officer, now secretary, and director of the Company since
1985. He is otherwise retired.
Michael Schranz, age 54, obtained his B.S. in Civil
Engineering from Purdue University in 1965 and received his MBA
at the University of Denver in 1975. He is a Certified Public
Accountant in Colorado. He has been a Vice President and
Director of Registrant since 1988. Mr. Schranz has been a Vice
President and Director of One Capital Corp. from 1982-96 and Vice
President and Director of Overthrust Resources, Ltd. from 1980-
96. He has been Managing Director of Polaris Coal Co., from
1988-96.
INDEPENDENT PUBLIC ACCOUNTANTS
Holben, Boak, Cooper & Co., Independent Public Accountants,
of Denver, Colorado, have been engaged as the Certifying
accountants for the period through fiscal year 1996.
<PAGE>
SHAREHOLDER PROPOSALS
Shareholders are entitled to submit proposals on matter
appropriate for shareholder action consistent with regulations of
the Securities and Exchange Commission. Should a shareholder
intend to present a proposal at next year's annual or any special
meeting, it must be received by the secretary of the Company, at
10200 W. 44th Ave. #400, Wheat Ridge, CO 80033, not later than
90 days prior to the meeting, in order to be included in the
Company's proxy statement and form of proxy relating to that
meeting. It is anticipated that the next annual meeting will be
held in ___________________, 1998.
Dated ____________________,1997
By Order of the Board of Directors
By________________________________________________
Its:______________________________________________
