PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by the Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
SILVERTHORNE PRODUCTION COMPANY
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SILVERTHORNE PRODUCTION COMPANY
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(NAME OF PERSON(S) FILING PROXY STATEMENT)
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid
previously. Identify the previous filing by
registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
APPOINTMENT OF PROXY
SILVERTHORNE PRODUCTION COMPANY
SPECIAL MEETING OF STOCKHOLDERS -- APRIL 1, 1999
The undersigned hereby appoints___________________________ and
_____________________and each of them (with full power to act
without the other), the true and lawful proxies of the
undersigned, each having full power to substitute, to
represent the undersigned and to vote all shares of stock of
(the "Company") which the undersigned would be entitled to
vote if personally present at the Special Meeting of
Stockholders (the "Meeting") of Silverthorne Production
Company, to be held at ___________________________, on April
1, 1999, at the hour of 10:00 a.m., local time.
1. FOR [ ] WITHHOLD [ ] one for ten reverse split of
common stock of the Company.
2. FOR [ ] WITHHOLD [ ] change of the Company's name
to "PriceNet.com, Inc."
3. Upon all such other matters that may promptly be
brought before such Meeting, as to which the
undersigned hereby confers discretionary authority
upon said proxies.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY. THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED FOR (1) [ ] THE REVERSE SPLIT OF COMMON STOCK,
(2) [ ] CHANGE OF THE COMPANY'S NAME TO "PRICENET.COM, INC.",
OR, IF A CONTRARY INSTRUCTION IS INDICATED IN ACCORDANCE WITH
SUCH INSTRUCTIONS.
All other proxies heretofore given by the undersigned
to vote shares of stock of Silverthorne Production Company
which the undersigned would be entitled to vote if personally
present at said Meeting or any adjournment thereof are hereby
expressly revoked. This proxy may be revoked at any time
prior to the voting hereof.
NOTE: Please date this proxy and sign it exactly as your name
or names appear on your shares. If signing as an attorney,
executor, administrator, guardian or trustee, please give full
title as such. If a corporation, please sign full corporate
name by duly authorized officer or officers, affix corporate
seal and attach a certified copy of resolution or bylaws
evidencing authority.
_________________________ (Date)
_________________________ (Signature)
_________________________ (Signature)
<PAGE>
SILVERTHORNE PRODUCTION COMPANY
16053 VIA VIAJERA, RANCHO SANTA FE, CALIFORNIA 92091
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NOTICE OF SPECIAL MEETING
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TO BE HELD
APRIL 1, 1999
NOTICE IS HEREBY GIVEN, in accordance with the
provisions of Section 7-4-112 of the Colorado Corporation
Code, that a special meeting of the stockholders (the
"Meeting") of Silverthorne Production Company, a Colorado
corporation (the "Company"), whose principal executive offices
are located at 16053 Via Viajera, Rancho Santa Fe, California
92091, will be held as follows:
PLACE: _________________, Newport Beach, California
DATE: April 1, 1999
TIME: 10:00 a.m.
The purpose of the Meeting is as follows:
1. To undertake a one for ten reverse split of the
Company's Common Stock.
2. To change the Company's name to "PriceNet.com, Inc."
3. All such other matters as may be brought before such
Meeting.
The Board of Directors has fixed the close of business
on March 19, 1999 as the record date for determination of
stockholders entitled to notice of, and to vote at, the
Meeting.
Shares can be voted at the Meeting only if the record
holder thereof is present at the Meeting or represented by
proxy. To ensure the presence of a quorum at the Meeting, you
are requested to sign and date the accompanying Appointment of
Proxy and return it promptly in the enclosed return envelope.
The giving of such Appointment of Proxy will not affect your
rights to vote in person in the event you attend the Meeting.
March 22, 1999 By Order of The Board of Directors
SILVERTHORNE PRODUCTION COMPANY
16053 VIA VIAJERA, RANCHO SANTA FE, CALIFORNIA 92091
<PAGE>
PROXY STATEMENT
MAILING DATE: MARCH 22, 1999
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SPECIAL MEETING OF STOCKHOLDERS
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TO BE HELD APRIL 1, 1999
GENERAL
This Proxy Statement is furnished to the holders of
Common Stock, $0.001 par value per share (the "Common Stock"),
of Silverthorne Production Company (the "Company" or the
"Registrant"), on behalf of the Company, in connection with
its solicitation of Appointments of Proxy in the form enclosed
herewith for use at a special meeting of stockholders (the
"Meeting") to be held on April 1, 1999, and at any
adjournments thereof. The Meeting will be held at 10:00 a.m.
local time, on the above date, at ____________________________
Newport Beach, California 92660. The matters to be acted upon
at the Meeting are set forth in the accompanying Notice of
Meeting and are described herein.
The cost of this solicitation of Appointments of Proxy
will be borne by the Company. In addition to the solicitation
of Appointments of Proxy by mail, certain officers, directors
and regular employees of the Company, without additional
remuneration, may solicit Appointments of Proxy, personally or
by telephone, telegraph or cable. Arrangements will also be
made with brokerage firms and other nominee holders for
forwarding proxy materials to the beneficial owners of shares
of the Common Stock, and the Company will reimburse such
persons for reasonable out-of-pocket expenses incurred by them
in connection therewith.
VOTING OF APPOINTMENTS OF PROXY
The persons named in the enclosed Appointment of
Proxy, as proxies to represent stockholders at the Meeting,
are __________and ______________. An Appointment of Proxy
which is properly executed and returned, and not revoked, will
be voted in accordance with the directions contained therein.
If no directions are given, that Appointment of Proxy will be
voted FOR the amendment to the Company's Articles of
Incorporation to effect a one for ten reverse stock split
approved by the Board of Directors on March 11, 1999, as
further described in Proposal 1 herein, and FOR the name
change, as further described in Proposal 2 herein. On any
other matters that may come before the Meeting, each
Appointment of Proxy will be voted in accordance with the best
judgment of the proxies.
REVOCABILITY OF APPOINTMENTS OF PROXY
An Appointment of Proxy may be revoked by the
stockholder at any time before it is exercised by filing with
the Secretary of the Company a written revocation or a duly
executed Appointment of Proxy bearing a later date, or by
attending the Meeting and announcing his or her intention to
vote in person.
SHARE PRESENTATION
Unless otherwise indicated, the share information in this
Proxy Statement does not give effect to the proposed one for
ten reverse stock split which would be effected by the
amendment to the Company's Articles of Incorporation if it is
approved at the Special Meeting.
RECORD DATE AND VOTING RIGHTS
The close of business on March 19, 1999 has been
fixed as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting. Only
those stockholders of record, on that date, will be entitled
to vote on the proposals described herein.
<PAGE>
The voting securities of the Company are the shares of
its Common Stock, of which shares were issued and outstanding
as of March 19, 1999. All outstanding shares of Common Stock
are entitled to one vote on each matter submitted for voting
at the meeting. As at March 19, 1999, there were 49,575,705
shares of common stock issued and outstanding and entitled to
vote at the meeting.
The presence, in person or by proxy, of stockholders
entitled to cast at least a majority of the votes entitled to
be cast by all stockholders will constitute a quorum for the
transaction of business at the Special Meeting. Holders of
Common Stock are entitled to cast one vote per share with
respect to each of the proposals on the agenda for the Special
Meeting. Stockholders may specify in the proxy that they wish
to abstain from voting on either proposal. Votes cast by
proxy or in person at the Special Meeting will be tabulated by
the inspectors of election appointed for the meeting, who will
determine whether or not a quorum is present. The inspectors
of election will treat abstentions as shares that are present
and entitled to vote for purposes of determining the presence
of a quorum, but as unvoted for purposes of determining the
approval of the matter submitted to the stockholders for a vote.
Approval of the proposal to amend the Company's
Articles of Incorporation to effectuate the reverse merger and
the name change will require the affirmative vote of at least
a majority of the shares entitled to vote at the Special
Meeting. Consequently, abstentions and so-called broker
non-votes (i.e, where a broker indicates on its proxy that it
does not have discretionary authority as to vote certain
shares on the proposal) will have the same effect as a vote
against the proposal.
Dino V. Buccola, E.W. "Kiki" Vandeweghe III and Andrew K.
Proctor, holders of an aggregate of 34,000,000 shares of
common stock, have indicated their intention to vote for the
proposals to be presented at the Meeting. Accordingly, the
proposals will be approved at the meeting.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS. The
following table sets forth the beneficial ownership of the
Company's Common Stock, as of March 19, 1999, by (i) each
person known by the Company to beneficially own 5% or more of
the outstanding shares of Common Stock, (ii) each current
director and officer of the Company, and (iii) all directors
and executive officers of the Company as a group. The
information set forth in the table and accompanying footnotes
has been furnished by the named beneficial owners. An
asterisk denotes beneficial ownership of less than 1% .
<TABLE>
Amount of
Name and Beneficial Shares issued and Percent of
Address Ownership Available for vote Class
________ __________ __________________ _________
<S> <C> <C> <C>
Dino V. Buccola (1) 50,000,000 (1) 16,190,476 (1) 32.7%
Chief Executive Officer
and Director
620 Newport Center Drive,
Suite 1100
Newport Beach, CA 92660
E.W. "Kiki" Vandeweghe III(2) 50,000,000 (2) 16,190,476 (2) 32.7%
Executive Vice President
and Director
620 Newport Center Drive,
Suite 1100
Newport Beach, CA 92660
Andrew K. Proctor (3) 5,000,000 (3) 1,519,048 3.1%
Chief Financial Officer
and Secretary
620 Newport Center Drive,
Suite 1100
Newport Beach, CA 92660
David L. and Patricia A.
Jackson (4) 10,887,151 10,887,151(4) 22.0%
All Directors and Officers
as a Group (3 persons) 105,000,000(1,2,3) 34,000,000(1,2,3) 68.6%
_______________________________
</TABLE>
As used in this table, "beneficial ownership"is determined in
accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power
with respect to the shares shown. Except as indicated by
footnote and subject to community property laws where
applicable, to the Company's knowledge the stockholders named
in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially
owned by them.
(1) Mr. Buccola has been issued a total of 16,190,476
shares of common stock as of March 11, 1999 and has a
contractual right to be issued an additional
33,809,524 shares of the Company's common stock,
following the approval of the one for ten reverse
stock split by the Company's shareholders.
(2) Mr. Vandeweghe has been issued a total of 16,190,476
shares of common stock as of March 11, 1999 and has a
contractual right to be issued an additional
33,809,524 shares of the Company's common stock,
following the approval of the one for ten reverse
stock split by the Company's shareholders.
(3) Mr. Proctor has been issued a total of 1,619,048
shares of common stock as of March 11, 1999 and has a
contractual right to be issued an additional 3,380,952
shares of the Company's common stock, following the
approval of the one for ten reverse stock split by the
Company's shareholders.
(4) Of such shares, Patricia A. Jackson has held 175,200
shares of common stock as her sole and separate
property, and a minor daughter has held 175,200 shares
of common stock as her sole and separate property.
Tiffany M. Jackson 175,200 shares, Kellie R. Jackson
175,200 shares and Traci L. Jackson 175,100 shares,
offspring of Mr. and Ms. Jackson are holders of the
Company's common stock. Their respective shares are
not attributable to Mr. and Ms. Jackson inasmuch as
said offspring have obtained majority, are not living
in the home of, and are not under the direct or
indirect control of, nor had any contract,
arrangement, understanding or otherwise had any voting
or disposition power with Mr. and Ms. Jackson.
As of March 19, 1999, there were approximately 1,200
shareholders of record. The percentage of beneficial
ownership is based upon 49,757,047 shares of Common Stock
outstanding as of March 19, 1999 and 71,000,000 additional
shares of Common Stock to be contractually issued subsequent
to completion of the reverse stock split.
<PAGE>
PROPOSAL NO. 1
AMENDMENT OF ARTICLES OF INCORPORATION
ONE FOR TEN REVERSE STOCK SPLIT
The Board of Directors has proposed to amend the Company's
Articles of Incorporation to effect a one for ten reverse
stock split of its Common Stock under which each outstanding
ten shares of Common Stock, par value $0.001 per share,
registered in the name of each shareholder as of the record
date, will be exchanged for one share of Common Stock. The
effective date of the reverse split shall be April 2, 1999, or
as otherwise set by the Board of Directors immediately upon
approval of the shareholders. The Board of Directors approved
the reverse split on March 11, 1999 in order to comply with
contractual obligations to issue additional shares. By
reducing the number of shares of Common Stock outstanding and,
thus, the "public float" of the Company, the reverse stock
split could adversely effect the trading market for the Common
Stock.
The above amendment to the Certificate of Incorporation
requires the majority vote of the outstanding shares of Common
Stock entitled to vote at the Meeting. The Board of Directors
recommends that the stockholders vote FOR this proposal.
PROPOSAL NO. 2
NAME CHANGE
The Board of Directors has proposed to amend the Company's
Certificate of Incorporation to change the name of the Company
to "PriceNet.com, Inc." in order to comply with contractual
obligations. The above proposal requires the affirmative vote
of a majority of the outstanding shares of Common Stock
entitled to vote at the Meeting. The Board of Directors
recommends that the stockholders vote FOR this proposal.
OTHER MATTERS
Management is not aware of any other matters that may be
presented for action at the Special Meeting. If, however, any
matters not referred to in this Proxy Statement should
properly come before the meeting, the persons named in the
proxies will vote the shares represented thereby in accordance
with their judgment. Matters incident to the conduct of the
meeting may be voted upon pursuant to the proxies.
March 22, 1999 BY ORDER OF THE BOARD OF DIRECTORS
