SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[ ] Definitive Information Statement
MEDIVEST, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies: N/A.
2) Aggregate number of securities to which transaction applies: N/A.
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): N/A.
4) Proposed maximum aggregate value of transaction: N/A.
5) Total fee paid: N/A.
[ ] 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 number, or the Form
or Schedule and the date of its filing.
1) Amount Previously Paid: $0.
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
<PAGE>
<PAGE>
Medivest, Inc.
11011 King Street, Suite #260
Overland Park, Kansas 66210
(913) 469-5615
_________________________
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
_______________
Regarding Amendments to the Articles of Incorporation
to Change the Name and to Allow Action by Consent of
Majority Stockholders in Lieu of a Meeting
________________
Approximate date of Mailing of this Information Statement: April 26, 1999
<PAGE>
INTRODUCTION
This Information Statement is being furnished by the Board of Directors
of Medivest, Inc., a Utah corporation (the "Company"), to stockholders in
connection with a special meeting of the stockholders to be held on May 17,
1999, at the principal executive offices of the Company, at 11011 King Street,
Suite 260, Overland Park, Kansas 66210, at the hour of 10:00 a.m., local time,
to consider and act upon resolutions providing for amendments to the Articles
of Incorporation changing the name of the Company to "Empire Energy
Corporation," and to allow the Company to take advantage of the provisions of
the Utah Revised Business Corporation Act respecting the taking of action by
written consent of stockholders in lieu of a meeting where the consenting
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take the action at a meeting at which
all shares entitled to vote thereof were present and voted had consented in
writing to the action.
A Notice of Special Meeting of Stockholders covering these matters is
incorporated herein.
These amendments are the only matters covered by this Information
Statement.
Section 16-10a-1001 of the Utah Revised Business Corporation Act
provides that every amendment to the Articles of Incorporation of a
corporation shall first be adopted by the resolution of the Board of Directors
and then be subject to the approval of persons owning a majority of the
securities entitled to vote on any such amendment. See the caption "Amendment
to the Articles of Incorporation and Vote Required for Approval," herein.
The majority stockholder which adopted the resolutions to amend the
Articles of Incorporation to change the name of the Company and to allow
action to be taken by consent of the majority stockholders in lieu of a
meeting owns approximately 66.3% of the outstanding voting securities of the
Company. Norman L. Peterson, the President of the Company, is also the
President of the consenting majority stockholder. See the caption "Voting
Securities and Principal Holders Thereof," herein.
The cost of preparing, printing and mailing this Information Statement
will be borne by the Company.
DISSENTERS' RIGHT OF APPRAISAL
The Utah Revised Business Corporation Act does not provide for
dissenter's rights of appraisal in connection with a change of name of a Utah
corporation or an amendment relating to actions by consent of the stockholders
without a meeting. Accordingly, stockholders will not have appraisal rights
as a result of the proposed amendments.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, nominee for election as an executive officer or any
other person has any substantial interest, direct or indirect, by security
holdings or otherwise, in the proposed amendments which is not shared by all
other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
- - -----------------
The securities entitled to vote at the special meeting of stockholders
consist of shares of $0.001 par value common stock of the Company. Each share
of common stock is entitled to one vote. The number of outstanding shares of
common stock at the close of business on the April 26, 1999, the record date
for determining stockholders who are entitled to notice of and to vote on the
amendments to the Company's Articles of Incorporation, is 4,372,639.
Security Ownership of Principal Holders and Management.
- - ------------------------------------------------------
To the knowledge of management and based upon a review of the
stock ledger maintained by its transfer and registrar agent, the following
table sets forth the beneficial ownership of persons who own more than five
percent of the Company's common stock as of the date hereof, and the
share holdings of management, to-wit:
Positions Number and Percentage
Name Held of Shares Beneficially Owned
- - ---------------- ---- ----------------------------
Norman L. Peterson* President and Director 2,900,000 66.3%
John R. Dixon Vice President and Director -0- -0-
John C. Garrison Secretary and Director -0- -0-
Karen E. Taylor Assistant Secretary -0- -0-
John L. Hersma Director -0- -0-
Elliot M. Kaplan Director -0- -0-
All officers and directors
as a group (6) 2,900,000 66.3%
* Owned of record by Peterson & Sons Holding Co., a Nebraska
corporation ("Peterson & Sons"), of which Norman L. Peterson is
the President.
.
Contractual Arrangements Regarding Changes in Control.
- - -----------------------------------------------------
On March 15, 1999, Peterson & Sons acquired 2,900,000 shares of the
Company's common stock ("restricted securities") from Jeannie Hullinger, who
was then the President and a director of the Company, in consideration of the
sum of $19,000.
The former majority stockholders of the Company and their
percentage of ownership of the outstanding voting securities of the
Company prior to this purchase were:
Amount and Nature Percent
of Beneficial of
Name Ownership Class
Jeannie Hullinger 3,000,000 68.61%
Box 367
Mona, Utah 84645
Dassity, Inc.(1) 400,000 9.15%
55 West 200 North #2
Provo, Utah 84601
TradeCo Corp.(2) 400,000 9.15%
55 West 200 North #2
Provo, Utah 84601
(1) Owned or controlled by Brenda M. Hall.
(2) Owned or controlled by David N. Nemelka, Jr.
Peterson & Sons used its personal funds to purchase these securities; and
the basis of the "control" by Peterson & Sons is stock ownership.
Changes in Control Since the Beginning of the Last Fiscal Year.
- - --------------------------------------------------------------
See the heading "Contractual Arrangements Regarding Changes in Control,"
herein.
AMENDMENT TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
The purpose of the amendment to change the name of the Company to
"Empire Energy Corporation" is to give the Company a name that reflects its
intended business operations. The amendment to allow action by consent of the
majority stockholders in lieu of a meeting will have no material effect on
stockholders because the Company is required to submit an information or proxy
statement on any matter voted upon by the stockholders, by consent or
otherwise.
Section 16-10a-1003 of the Utah Revised Business Corporation Act
provides that every amendment to the Articles of Incorporation of a
corporation shall first be adopted by the resolution of the Board of Directors
and then be subject to the approval of persons owning a majority of the
securities entitled to vote on any such amendment.
Resolutions to change the name of the Company and to authorize action by
consent of the majority stockholders were unanimously adopted by the Board of
Directors and a stockholder which owns a majority of the outstanding voting
securities of the Company, by written consent in accordance with Sections 16-
10a-1003 of the Utah Revised Business Corporation Act. Peterson & Sons owns
in excess of the required majority of the outstanding voting securities of the
Company necessary for the adoption of these amendments. See the caption
"Voting Securities and Principal Holders Thereof," herein. NO FURTHER VOTES OR
PROXIES ARE NEEDED, AND NONE IS REQUESTED.
TRANSFER OF STOCK CERTIFICATES
On or after May 17, 1999, stockholders may forward their stock
certificates to Interwest Transfer Company, 1981 Murray-Holladay Road, Salt
Lake City, Utah 84117, Telephone (801) 272-9294, together with $15 for each
stock certificate requested to be issued or transferred for new stock
certificates bearing the new name of the Company and its new Cusip Number. If
stock certificates are being transferred into the same name, no signature is
required; if being transferred to a new name, the stock certificate submitted
must be signed and the signature must be guaranteed by a "Medallion Member"
bank or broker dealer. A stock power similarly signed and guaranteed will
also be acceptable.
BY ORDER OF THE BOARD OF DIRECTORS
Norman L. Peterson
President, CEO and Director
<PAGE>
MEDIVEST, INC.
April 15, 1999
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF
MEDIVEST, INC.
TO BE HELD MAY 17, 1999
TO ALL STOCKHOLDERS:
NOTICE is hereby given that a special meeting of the stockholders
of Medivest, Inc. has been called to be held on May 17, 1999, at the principal
executive offices of the Company at 11011 King Street, Suite 260, Overland
Park, Kansas 66210, at the hour 10:00 o'clock a.m., local time, for the
following purposes:
1. To amend the Articles of Incorporation of the Company to
change the name of the Company to "Empire Energy Corporation," and to allow
the Company to take advantage of the provisions of the Utah Revised Business
Corporation Act respecting the taking of action by written consent of
stockholders in lieu of a meeting where the consenting holders of outstanding
shares having not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at which all shares
entitled to vote thereof were present and voted had consented in writing to
the action.
2. To conduct such other business as may properly come before
the meeting.
The Board of Directors of Medivest, Inc. has set 5:00 o'clock p.m.
on April 26, 1999, as the record date for the purpose of determining the
stockholders of the Company who shall be entitled to notice of the meeting.
No proxies are being solicited and none are requested.
Salt Lake City, Utah
MEDIVEST, INC.
April 15, 1999
BY ORDER OF THE BOARD OF DIRECTORS
