______________________________________
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED BY A PROXY STATEMENT
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:
|X| Preliminary Proxy Statement |_| Confidential For Use of the
Commission Only (as Permit-
ted by Rule 14a-6(e)(2))
|| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
R&R RESOURCES, INC.
-------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee: (Check the appropriate box):
|X | No fee required
|_| Fee computed on table below per Exchange Act
Rule 14a-6(I)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
- ----------------------------------------------------------------------
(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 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| 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 the filing.
(1) Amount Previously Paid:
(2) For, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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R&R RESOURCES, INC.
2016 MAIN STREET, SUITE 1013
HOUSTON, TEXAS 77002
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 21, 1998
A Special Meeting of Stockholders (the "Special Meeting") of R&R Resources,
Inc.(the "Company") will be held at 2016 Main Street, Suite 1013, Houston, Texas
77002 on December 21, 1998 at 10:00 AM (CST) for the following purposes:
(1) To vote on a proposal to amend the Articles of Incorporation of the
Company to change the name of the Company to Centenary International Corp.
(2) To act upon such other business as may properly come before the
Special Meeting.
Only holders of common stock of record at the close of business on November 16,
1998 will be entitled to vote at the Special Meeting or any adjournment thereof.
You are cordially invited to attend the Special Meeting. Whether or not you
plan to attend the Special Meeting, please sign, date and return your proxy to
us promptly. Your cooperation in signing and returning the proxy will help
avoid further solicitation expense.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Eduardo Sarganaga
President and Chief Executive Officer
November 30, 1998
Houston, Texas
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R&R RESOURCES, INC.
2016 MAIN STREET, SUITE 1013
HOUSTON, TEXAS 77002
PROXY STATEMENT
This proxy statement (the "Proxy Statement") is being furnished to
stockholders (the "Stockholders") in connection with the solicitation of proxies
by and on behalf of the Board of Directors of R&R Resources, Inc., a Nevada
corporation (the "Company") for their use at the Special Meeting (the "Special
Meeting") of Stockholders of the Company to be held at 2016 Main Street, Suite
1013, Houston, Texas 77002 on December 21, at 10:00 AM (CST), and at any
adjournments thereof, for the purpose of considering and voting upon the matters
set forth in the accompanying Notice of Special Meeting of Stockholders (the
"Notice"). This Proxy Statement and the accompanying form of proxy (the
"Proxy") are first being mailed to Stockholders on or about November 30, 1998.
The cost of solicitation of proxies is being borne by the Company.
The close of business on November 16, 1998, has been fixed as the record
date for the determination of Stockholders entitled to notice of and to vote at
the Special Meeting and any adjournment thereof. As of record date, there were
18,963,500 shares of the Company's common stock, par value $0.001 per share (the
"Common Stock"), issued and outstanding. The presence, in person or by proxy,
of at least a majority of the outstanding shares of Common Stock on the record
date is necessary to constitute a quorum at the Special Meeting. Each share is
entitled to one vote on all issues requiring a Stockholder vote at the Special
Meeting. The affirmative vote of a majority of the issued and outstanding
shares of Common Stock of the Company is required for the approval of Number 1
set forth in the accompanying Notice.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Special Meeting in accordance
with the directions on the proxies. If no direction is indicated, the shares
will be voted (i) FOR THE PROPOSAL TO CHANGE THE NAME OF THE COMPANY TO
CENTENARY INTERNATIONAL CORP.
The Board of Directors is not aware of any other matters to be presented
for action at the Special Meeting. However, if any other matter is properly
presented at the Special Meeting, it is the intention of the persons named in
the enclosed proxy to vote in accordance with their best judgment on such
matters.
The enclosed Proxy, even though executed and returned, may be revoked at
any time prior to the voting of the Proxy (a) by execution and submission of a
revised proxy, (b) by written notice to the Secretary of the Company, or (c) by
voting in person at the Special Meeting.
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_______________________________________________________________________________
(1) PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION OF THE
COMPANY TO CHANGE THE NAME OF THE COMPANY TO
CENTENARY INTERNATIONAL CORP.
______________________________________________________________________________
DESCRIPTION AND EFFECT OF THE AMENDMENT
The Board of Directors of the Company recommends the approval of the
proposed amendment (the "Amendment") to change the name of the Company to
Centenary International Corp. The proposed Amendment would amend Article I of
the Articles of Incorporation, as amended, of R&R Resources, Inc. to change the
name of the Company to Centenary International Corp. Such an Amendment requires
the affirmative vote of a majority of the issued and outstanding shares of
Common Stock of the Company.
PRINCIPAL REASONS FOR THE AMENDMENT
The Board of Directors believes it is desirable to change the name of the
Company to Centenary International Corp. to allow the Company to take advantage
of its well recognized name within the international food commodity trading
industry and that the name Centenary International Corp. is more appropriate for
the business activities in which the Company plans to be engaged. Further, the
Board of Directors believes that the name Centenary International Corp. is more
likely to have a greater intangible value, and a greater name recognition value
to the Company in the future than the current name of the Company. On November
12, 1998, the Company acquired 100% of the outstanding common stock of Centenary
S.A., an Argentina corporation. Centenary is an international food commodity
trading company with commercial activity in South America, Central America and
Africa. According to Mercado magazine, Centenary is the tenth largest export
firm in Argentina. Centenary is headquartered in Buenos Aires, Argentina, which
is a central export location in South America. Centenary, which began
operations in 1988, also has branch offices in other locations worldwide. The
primary food commodities which Centenary deals in are wheat, corn, livestock
meal, and poultry. Centenary also operates a cattle ranch, a cattle breeding
facility, an olive tree grove (for olive oil production), and a factory for
pelletizing alfalfa feed. The Company also manufactures consumer packaged food
products, such as bottled cooking oils, on a small scale. Centenary has
approximately 50 full time employees and outsources labor for its agricultural
operations.
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AMENDMENT TO ARTICLES OF INCORPORATION
The proposed Amendment to Article I will be as follows:
ARTICLE I
"1. The name of the Corporation is Centenary International Corp."
The Board of Directors unanimously recommends a vote FOR amending the
Company's Articles of Incorporation to change the name of the Company to
Centenary International Corp.
______________________________________________________________________________
(2) OTHER MATTERS
______________________________________________________________________________
The Board of Directors is not aware of any other matters to be presented
for action at the Special Meeting. However, if any other matter is properly
presented at the Special Meeting, it is the intention of the persons named in
the enclosed proxy to vote in accordance with their best judgement on such
matters.
FUTURE PROPOSALS OF STOCKHOLDERS
The deadline for stockholders to submit proposals to be considered for
inclusion in the Proxy Statement for the 1999 Annual Meeting of Stockholders is
February 1, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Eduardo Sarganaga
President and Chief Executive Officer
November 30, 1998
Houston, Texas
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PROXY
R&R RESOURCES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 21, 1998
The undersigned hereby appoints H ctor A. Patr n Costas and Eduardo
Sarganaga , and each of them as the true and lawful attorneys, agents and
proxies of the undersigned, with full power of substitution, to represent and to
vote all shares of Common Stock of R&R Resources, Inc. held of record by the
undersigned on November 16, at the Special Meeting of Stockholders to be held on
December 21, 1998, at 10:00 AM (CST) at 2016 Main Street, Suite 1013, Houston,
Texas 77002, and at any adjournments thereof. Any and all proxies heretofore
given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE PROPOSAL
IN NUMBER 1.
1. PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE
COMPANY TO CENTENARY INTERNATIONAL CORP.
FOR AGAINST ABSTAIN
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
FOR AGAINST ABSTAIN
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Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
_____________________ ___________________________________
Number of Signature
Shares Owned
___________________________________
(Typed or Printed Name)
___________________________________
Signature if held jointly
___________________________________
(Typed or Printed Name)
DATED: ___________________________
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED
AT THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY.
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