SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDED
PRELIMINARY COPIES OF INFORMATIONAL STATEMENT
AMENDMENT NO. 1
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 _________________, 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
__________________, 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.
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
__________________, 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,
____________________, 1997 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.
Dissenting shareholders have the right under the Colorado Corporation Act
before the vote is taken to demand in writing payment of fair value for the
shares owned by such person in lieu of retaining their shares after an action is
taken by the shareholders to which they dissent. 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 ss. 7-113-201, through 209 is attached hereto.)
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
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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
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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
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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.
(b) Compensation Pursuant to Plans. None.
(c) Other Compensation. None.
(d) Compensation of Directors. None.
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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
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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
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Management of the Company believes that the proposed amendment will make
the Company better able to comply with 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
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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.
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.
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
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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
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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 without shareholder vote.
Colorado law requires a shareholder vote to accomplish a reverse split of
shares.
COMPARISON OF SHAREHOLDERS RIGHTS
Shareholder Voting
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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
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Similar in both states.
Dissenters Rights
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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
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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 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
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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.
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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.
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:
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Its:
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