SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
None
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LEESBURG LAND & MINING, INC.
10200 W. 44th Ave. #400
Wheat Ridge, CO 80033
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 17, 1997
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 September 10,
1997, 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.
/s/ Robert M. Beaton
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Leesburg Land & Mining, Inc.
President
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INFORMATION STATEMENT
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LEESBURG LAND & MINING, INC.
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10200 W. 44th Ave. #400
Wheat Ridge, CO 80033
SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD
OCTOBER 17, 1997
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, October 17, 1997
at #400, 10200 W. 44th Avenue, Wheat Ridge, Colorado. The Informational
Statement is first being sent or given to shareholders on or about September 15,
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 or right of appraisal 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.
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, September 10, 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.
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RECORD DATE
Stock transfer records will remain open. September 10, 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 August 31, 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.
<TABLE>
<CAPTION>
Title Name and Amount and Percent
of Address of Nature of of
Class Beneficial Owner Beneficial Interest Class
- ----- ---------------- ------------------- -----
<S> <C> <C> <C>
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)
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)
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
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%
</TABLE>
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.
(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 August 31, 1997, (1) to each of the Company's directors whose cash
compensation exceeded $60,000.00 and (2) to all directors as a group is set
forth below:
Name of Individual Capacities
Number of Persons in Cash Stock
in Group Which Served Compensation Compensation
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Robert Beaton President 0 0
James Poulos 0 0
All directors as a group 0 0
to August 31, 1997
<PAGE>
AMENDMENTS TO CHARTER AND
CHANGES IN CORPORATE CAPITALIZATION
I. CHANGE OF OUTSTANDING SHARES
The Board of Directors of the Company is asking stockholders to authorize a
reverse split of the Company's issued and outstanding common shares. The Board
of Directors will be authorized to determine the ratio for the reverse split
(pro-rata reduction in outstanding shares), such ratio not to exceed 1 new
common stock share for every 30 shares of common stock issued and outstanding in
the hands of shareholders. The Board of Directors shall be authorized to set
such ratio in its discretion based upon factors including but not limited to:
a) NASDAQ listing requirements
b) then current trading price of the shares
c) asset values of the Company
d) advice of investment banking community
e) potential mergers
The Board of Directors shall make such determination of reverse split on or
before December 31, 1997. The Board believes that such reverse split of the
Company's capital shares will lend itself better to the Company's organization
and capitalization and allow it to find an acquisition or merger candidate.
II. CHANGE IN CORPORATE NAME
The Board is asking shareholders to authorize a name change of the
Corporation at the discretion of the Board and to approve an amendment to the
Charter Articles of Incorporation upon such new name being determined by the
Board.
III. REDOMICILE & REINCORPORATION IN NEVADA
The Board is asking shareholders to approve the redomicile of the
corporation and reincorporation in the State of Nevada, with 100 million shares
of common stock ($.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.
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 50, 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.
<PAGE>
James Poulos, age 71, 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 55, 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.
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 October, 1998.
Dated 1997
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By Order of the Board of Directors
/s/ Robert M. Beaton
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Title: President
