SECURITIES EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event Reported) December 30, 1998
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PETROMINERALS CORPORATION
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(Exact Name of Registrant)
STATE OF DELAWARE
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(State of Incorporation)
1-6336 NO. 95-2573652
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(Commission File Number) (I.R.S. Employer Identification)
27241 BURBANK FOOTHILL RANCH 92610-2500
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(Address of Principal Executive Offices) (Zip Code)
(626) 284-8842
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(Registrant's Telephone Number, Including Area Code)
915 WESTMINSTER AV., ALHAMBRA, CALIFORNIA 91803
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(Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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N/A
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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N/A
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
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N/A
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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N/A
ITEM 5. OTHER EVENTS
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Change in Officers and Directors
Mr. Paul L. Howard, President, Chairman and Chief Executive Officer of
Petrominerals Corporation announced at a Special Meeting of the Board of
Directors held on December 30, 1998, that he was resigning his position both as
an officer and a director in order to spend his remaining years in retirement.
As he had previously announced his intention to resign to the directors and
shareholders at the Annual Meeting on September 24, 1998, he tendered his
resignation which was accepted by the Board of Directors effective at the close
of the meeting
Mr. Howard came out of retirement to guide the Company through three years
of difficult financial times and is now returning to retirement from whence he
came.
Mr. Howard stated that it will be the policy of new management to continue
to seek an acquisition or merger partner wherein the Company can use its strong
financial position and its corporate structure to enhance shareholder value.
Mr. Howard also stated that the corporation had elected Mr. Morris V.
Hodges to the office of President and Chief Executive Officer; Mr. William N.
Hagler to the office of Chairman of the Board; and Mr. Everett L. Hodges to the
Office of Secretary-Treasurer. At the same meeting, Mr. John C. McMahon was
elected to the Board of Directors to replace the retired Mr. Howard.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
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N/A
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements.
N/A
(b) Exhibits
Press release Dated January 7, 1999 Page 4
ITEM 8. CHANGE IN FISCAL YEAR
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N/A
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
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N/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
PETROMINERALS CORPORATION
Dated: January 18, 1999 By_____________________________
Morris V. Hodges, President
and Chief Financial Officer
Petrominerals Corporation
915 Westminster Avenue
Alhambra, California 91803 .
Telephone (626) 284-8842
Fax (626) 284-8628
PETROMINERALS CORPORATION
ELECTS NEW OFFICERS AND CHANGES ADDRESS
Alhambra, CA, January 7, 1999, -- Petrominerals Corporation (NASDAQ:PTRO)
announced that on December 30, 1998, the Board of Directors elected new officers
and determined that the principal office of the corporation should be moved to
27241 Burbank in the city of Foothill Ranch, California. The election of new
officers was prompted by the resignation of Paul L. Howard as President, CEO,
CFO and Chairman of the Board. Mr. Howard had previously informed the Board of
his decision to retire no later than year-end 1998 and had, also, announced his
intention to resign and retire to the Apple Valley area of California at the
last Shareholder Meeting. The Board of Directors accepted Mr. Howard's
resignation as Officer and as Director effective December 30, 1998, following
the close of the meeting.
Paul L. Howard, was praised by the entire board for his long years of
service as President of Petrominerals Corporation and his successful efforts in
reducing the impact of the operating losses which the Corporation had
experienced from the downturn in sales and oil prices.
Mr. Howard recommended that Morris V. Hodges be elected to the same
offices which he held; namely, President, Chief Administrative Officer and Chief
Financial Officer and that Everett L. Hodges be elected to the office of
Secretary and Treasurer. He noted that Morris V. Hodges had years of service on
the Board of Directors of Petrominerals and was intimately experienced with its
operations. Whereupon the Board by unanimous vote took the following action:
1) The Board elected Morris V. Hodges as President, Chief Administrative Officer
and Chief Financial Officer and elected Everett L. Hodges as Secretary and
Treasurer; 2) The Board elected William N. Hagler to serve as Chairman of the
Board of Directors 3) The Board replaced Mr. Howard on the Board of Directors by
appointing John C. McMahon to serve until the next annual Shareholder's
meeting; and 3) the Board directed that the office of the corporation be moved
to Orange County, California and that its address be changed to 27241 Burbank,
Foothill Ranch, California 92610-2500.
Mr. Morris V. Hodges immediately assumed his elected offices and announced
that he would continue to seek overhead reductions and those business
opportunities for the Corporation which would be of maximum benefit to the
stockholders.
