SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (a)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT N(0) )
Filed by the registrant / X /
File by a party other than the registrant |___|
Check the appropriate box:
/ / Preliminary proxy statement
/ X / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14(a) -12
AMERICANA GOLD & DIAMOND HOLDINGS, INC.
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(Name of Registrant as Specified in Charter)
TOMAZ KLINGBERG
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(Name of Person(s) filling Proxy Statement)
Payment of filing fee (check the appropriate box):
/ X / $125 per Exchange Act Rule 0-11(c) (1) (ii), 14a-6(i)
(1), or 14a-6(j) (2).
/ / $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i) (3).
/ / Fee computed on table below per Exchange Act Rules
14a-6(i) (4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(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: 1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
/ / 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.:
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(3) Filing party:
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(4) Date filed:
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AMERICANA GOLD & DIAMOND HOLDINGS, INC.
Avenida Francisco de Miranda con Ave Diego Cisneros,
Edificio Centro Empreserial Miranda
Mez. Oficina 11, Los Ruices, c.p. 1070
Caracas, Venezuela Tel (58) 2 235 2188
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on March 3, 2000
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To the Stockholders:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of
Stockholders (the "Meeting") of AMERICANA GOLD & DIAMOND HOLDINGS, INC. a
Delaware corporation (the "Company"), will be held at the office of Olshan
Grundman Frome Rosenzweig & Wolosky, 505 Park Avenue, New York, New York 10022,
on March 3 2000 at 10:00 am local time for the following purposes:
1. To elect five (5) members of the Board of Directors to serve
until the next Annual Meeting of Stockholders and until their
successors have been duly elected and qualified. In voting on
such proposal, the stockholders of the Company should be aware
that if the nominees for Directors are elected, they will
attempt to implement a variety of changes to the business
operations of the Company. For a more detailed description of
such changes, please see "Proposal 1 - Election of Directors"
in the accompanying Proxy Statement.
2. To approve the nomination of Auditors; and
3. To transact such other business as may properly be brought
before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
February 17, 1999 as the record date for the Meeting. Only stockholders of
record on the stock transfer books of the Company at the close of business on
that date are entitled to notice of, and to vote at, the Meeting.
By Order of the Board of Directors
TOMAZ KLINGBERG
Secretary
Dated: February 21, 2000
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING,
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE THAT IS PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
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AMERICANA GOLD & DIAMOND HOLDINGS, INC.
Avenida Francisco de Miranda con Ave Diego Cisneros,
Edificio Centro Empreserial Miranda
Mez. Oficina 11, Los Ruices, c.p. 1070
Caracas, Venezuela Tel (58) 2 235 2188
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
March 3, 2000
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INTRODUCTION
This Proxy Statement is being furnished to stockholders by the
Board of Directors of Americana Gold & Diamond Holdings, Inc., a Delaware
corporation (the "Company"), in connection with the solicitation of the
accompanying Proxy for use at the Annual Meeting of Stockholders of the Company
(the "Meeting") to be held at at the offices of Olshan Grundman Frome Rosenzweig
& Wolosky, 505 Park Avenue, New York, New York 10022.
The principal executive offices of the Company are located at Avenida Francisco
de Miranda con Ave Diego Cisneros, Edificio Centro Empreserial Miranda, Mez.
Oficina 11, Los Ruices, c.p. 1070, Caracas, Venezuela Tel (58) 2 235 2188. The
approximate date on which this Proxy Statement and the accompanying Proxy will
first be sent or given to stockholders is February 21, 2000.
RECORD DATE AND VOTING SECURITIES
Only stockholders or record at the close of business on
February 17, 2000, the record date (the "Record Date") for the Meeting, will be
entitled to notice of, and to vote at, the Meeting and any adjournment (s)
thereof. As of the close of business on the Record Date, there were outstanding
13,133,087 shares of the Company's common stock, $.001 par value (the "Common
Stock"). Each outstanding share of Common Stock is entitled to one vote. There
was not other class of voting securities of the Company outstanding on the
Record Date. A majority of the oustanding shares of Common Stock present in
person or by proxy is required for a quorum.
VOTING OF PROXIES
Shares of Common Stock represented by Proxies, which are
properly executed, duly returned and not revoked, will be voted in accordance
with the instructions contained therein. If no specification is indicated on the
Proxy, the shares of Common Stock represented thereby will be voted (i) for the
election as Directors of the persons who have been nominated by the Board of
Directors, and (ii) for any other matter that may properly be brought before the
Meeting in accordance with the judgement of the person or persons voting the
Proxy. The execution of a Proxy will in no way affect a stockholder's right to
attend the Meeting and vote in person. Any Proxy executed and returned by a
stockholder may be revoked at any time thereafter if written notice of
revocation is given to the Secretary of the Company prior to the vote to be
taken at the Meeting, or by the execution of a subsequent proxy which is
presented to the Meeting, or if the stockholder attends the Meeting
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and votes by ballot, except as to any matter or matters upon which a vote shall
have been cast pursuant to the authority conferred by such Proxy prior to such
revocation. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (i.e., proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other persons entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted.
The cost of solicitation of the Proxies being solicited on
behalf of the Board of Directors will be borne by the Company. In addition to
the use of the mails, proxy solicitation may be made by telephone, telegraph and
personal interview by officers, directors and employees of the Company. The
Company will, upon request, reimburse brokerage houses and persons holding
Common Stock in the names of their nominees for their reasonable expenses in
sending soliciting material to their principals.
SECURITY OWNERSHIP
The following table sets forth information concerning
ownership of the Company's Common Stock, as of February 17, 2000, by each person
known by the Company to be the beneficial owner of more than five percent of the
Common Stock, each director, each nominee for Director each executive officer as
defined in Item 402(a) (3) of Regulation S-KSB and by all directors and
executive officers of the Company as a group. Unless otherwise indicated the
address for five percent stockholders, directors and executive officers of the
Company is Avenida Francisco de Miranda con Ave Diego Cisneros, Edificio Centro
Empreserial Miranda, Mez. Oficina 11, Los Ruices, c.p. 1070, Caracas, Venezuela
Tel (58) 2 235 2188.
Name and Address Shares Percentages
of Beneficial Owner Beneficially Owned (1) Of Class
- ------------------- ------------------ --------
Carlos Hausmann 1,120,090 (2) 8.5%
Tomaz Klingberg 338,332 (3) 2.7%
Gerald L. Sneddon 0 -
Gordon Gutraith 0 -
Daniel Kunz 0 -
David Bending 0 -
All directors and 338,332 (3) 2.7%
executive officers as a
group (1 person)
(1) Beneficial ownership determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities.
(2) Includes 322,156 Shares of Common Stock held by an entity controlled
by Mr. Hausmann. Mr. Hausmann disclaims beneficial ownership of
these shares.
(3) Includes 59,094 shares of Common Stock held by an entity controlled
by Mr. Klingberg. Mr. Klingberg disclaims beneficial ownership of
such shares.
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PROPOSAL I - ELECTION OF DIRECTORS
Unless otherwise specified, all Proxies received will be voted in
favor of the persons named below as directors of the Company, to serve until the
next Annual Meeting of Stockholders of the Company and until their successors
shall be duly elected and qualified. Directors shall be elected by a plurality
of the votes cast, in person or by proxy, at the Meeting. Abstentions from
voting and broker nonvotes on the election of directors will have no effect
since they will not represent votes cast at the Meeting for the purpose of
electing directors. Two of the five nominess are currently directors of the
Company, including Gerald L. Sneddon and Gordon C. Gutraith. The terms of the
nominees expire at the Meeting and when their successors are duly elected and
shall have qualified. Management has no reason to believe that any of the
nominees will be unable or unwilling to serve as a director, if elected. Should
any of the nominees not remain a candidate for election at the date of the
Meeting, the Proxies will be voted in favor of those nominees who remain
candidates and may be voted for substitute nominees selected by the Board of
Directors. The following table sets forth the ages of the Directors and nominees
of the Company:
Year Elected to the
Name Age Board of Directors
David Bending. . . . . . . . 45
Tomas Klingberg . . . . . . 53
Daniel Kunz. . . . . . . . . 47
Gordon Gutraith. . . . . . . . 62 1998
Gerald Sneddon . . . . . . . 67 1997
This board will consist of five people: Jerry Sneddon, Daniel Kunz, David
Bending, Gordon Gutraith and Thomas Klingberg. David Bending will formally
assume the role of President and Chairman on shareholder acceptance of his
candidacy, this business plan and certain financial and indemnity commitments.
Tomaz Klindberg will be re-nominated as Secretary, and Daniel Sgarbosa will be
re-nominated as Treasurer.
David Bending, B.Sc., M.Sc. is a professional geologist certified by the
Association of Professional Engineers and Geoscientists of the Province of
British Columbia, and a consulting exploration manager. He has 22 years of
exploration, mining and corporate development experience with major mining
companies including Homestake, Texasgulf and a growing group of junior companies
active worldwide.
Gerald L. Sneddon, P.Eng. currently serves on the board of Directors of
Francisco Gold Corp. and Gold Standard Inc. and currently has operational
responsibilities for Francisco Gold Corp. Mr. Sneddon has an extensive
background in the mining industry and 35 years of experience in increasingly
responsible positions. For more than five years prior to 1996, Mr. Sneddon was
employed in various capacities at the MK Gold Company of Boise, Idaho, most
recently as Executive Vice President.
Daniel Kunz, P.Eng., MBA, currently serves as the Chief Operating Officer for
Indochina Goldfields Ltd, President and Chief Executive Officer for Worldwide
Strategies Inc. and has extensive experience in the successful development of
mining projects and companies
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worldwide. He has served previously as President and Chief Executive Officer for
MK Gold Company and numerous other senior positions as an executive and
consultant. He brings to AGD both expertise in exploration and development,
equity financing, and an extensive network of contacts
Thomaz Klingberg is a Caracas based businessman with extensive management
experience in the insurance field. He has actively participated in the
management of the Americana's Venezuelan subsidiaries since 1993, was a director
and vice president of the company from February 1993 to May 1998, and accepted
the appointment of Secretary of the Company in November 1999. Mr. Klingberg has
been an economist at the University Central de Venezuela for more than the past
seven years. Mr. Klingberg has been a business consultant since 1980 and serves
a director for various privately held businesses. He has more than 30 years of
diverse and successful business experience in Venezuela and in the international
market.
Gordon Gutraith is a registered Professional Engineer more than forty years of
mining and development experience with major and junior mining companies
throughout the Americas. He began his carreer as an exploration geologist with
INCO and Newmont Mining Corporation in Western Canada. From 1961 to 1987 he was
Managing Director, Coin Canyon Mines, evaluating exploration projects in Western
Canada and the United States. From 1972 to 1977 he acted as an independent
consulting geologist and President, Atled Exploration Management Ltd., providing
contract geological and geophysical services for the evaluation of hardrock and
alluvial deposits in Canada, United States and Mexico. From 1977 to 1996, he was
the founding President and later Chairman of Queenstake Resources Ltd, a Toronto
Stock Exchange listed mineral exploration. He is still a director of Queenstake
Resources Ltd. and has been a director of Americana Gold and Diamond Holdings
since 1998.
Plan of Reorganization. During the 1997 annual meeting the
shareholders approved a reorganization plan which was proposed in part to
maintain the Company's listing from the NASDAQ Smallcap market. As of November
18, 1998, the Company was delisted prior to completion of the reorganization
plan. The Company's Common Stock may, subject to updated filings, still be
traded in the non-nasdaq over-the-counter market. As a result of such delisting
of the Common Stock from the NASDAQ SmallCap Market, it may be more difficult
for investors to dispose of, or to obtain accurate quotations as to the market
value of, the Common Stock.
In view of the foregoing, upon the election of each of the four
nominees to the Board of Directors of the Company, the nominees both
individually and collectivelly, will undertake on a best efforts basis to
proceed with the core elements of the previously approved a plan of
reorganization (the "Plan") of the Company which includes, among other things,
the (i) the appointment of a new management team and an experienced board of
directors, (ii) arrangement of additional financing for the Company of up to
$2.5 million to be used for administration and reorganization costs, corporate
debt, bank debt and other general corporate purposes, including the funding of
acquisition and exploration programs for gold and diamonds, (iii) complete the
evaluation and as warranted acquisition of exploration properties for gold and
diamonds in Santa Rosa, Roraima State, Brazil and (iv) establishment and
maintenance in the Company of a technical division to manage both property and
exploration programs for gold and diamonds. Accordingly, if the stockholders
approve the election of the nominees for Director, it will be intention of the
Board of Directors to attempt to implement the Plan.
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However, there can be no assurance that the Board will be successful in
implementing all or any part of the Plan or that the Board will not seek to
revise or amend all or any part o the Plan. There can also be no assurance that
either the election of the five nominees as Directors of the Company or the
implementation of all or any part of the Plan will enable the Company's Common
Stock to re - establish its listing on the NASDAQ SmallCap Market.
NEW PRESIDENT
As described above, as part of the Plan, David Bending will be
appointed President of the Company on a interim basis.
Recommendation of the Board of Directors
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES.
SECTION 16 COMPLIANCE
The company is in the process of evaluating whether the Executive
Officers and Directors of the Company did not timely file Form 3s and Form 4s
under Section 16 of the Securities Exchange Act of 1934, as amended. Once the
Company has finalized its evaluation, it will determine which forms are required
to be filled.
Meetings
For the fiscal year ended December 31, 1998, there were five
meetings of the Board of Directors. From time to time, the members of the Board
of Directors act by unanimous written consent pursuant to the laws of the State
of Delaware. The Board of Directors does not have a standing nominating
committee.
The Board of Directors intends to create a Compensation Committee
which will make recommendations concerning salaries and incentive compensation
for employees of and consultants to the Company and an Audit Committee, which
will review the results and scope of the audit and other services provided by
the Company's independent accountants.
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EXECUTIVE COMPENSATION
Officers and Directors' Compensation
No officer of the Company was paid salary and bonus exceeding
$100,000 with respect to the year ended December 31, 1998. No cash compensation
was paid to officers of the Company in the year ended December 31, 1998.
Board of Directors Interlocks and Insider Participation
Currently the Board of Directors has no compensation committee. See
"Certain Relationships and Related Transactions for transactions between the
Company and its executive officers or directors".
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From time to time certain officers and directors of the Company have
purchased Common stock from the Company in Foreign Private Placements. In 1997
and 1998, no officer or director paid $ 60,000 or more for such Common Stock.
INDEPENDENT AUDITORS
The Board of Directors has appointed HLB Pistone Montuory &
Asociados as the Company's independent auditors for the fiscal year ended
December 31, 1998. The Company is not asking the stockholders to approve a
proposal to select such auditors. A representative of HLB Pistone Montuory will
not be present at the Meeting.
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next Annual Meeting of Stockholders of the
Company, stockholder proposals for such meeting must be submitted to the Company
no later than February 22, 2000.
ANNUAL REPORT
All stockholders of record as of February 17 2000 have been sent, or
are consurrently herewith being sent, a copy of the Company's Annual Report for
the fiscal year ended December 31, 1998 (without exhibits) as filed with the
Securities and Exchange Commission. Such reports contain certified financial
statements of the Company for the fiscal year ended December 31, 1998.
By Order of the Company,
TOMAZ J. KLINGBERG, Secretary
Dated: Caracas, Venezuela
February 21, 2000
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THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
AMERICANA GOLD & DIAMOND HOLDINGS, INC.
Proxy -- Annual Meeting of Stockholders
March 3, 2000
-----------------------------------------
The undersigned, a stockholder of Americana Gold & Diamond Holdings,
Inc., a Delaware corporation (the "Company"), does hereby appoint David Bending
and Kenneth Schlessenger and each of them, the true and lawful attorneys and
proxies with full power of substitution, for and in the name, place and stead of
the undersigned, to vote all the shares of Common Stock of the Company which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of the Company to be held at the offices of Olshan
Grundman Frome Rosenzweig & Wolosky LLP, 505 Park Avenue, New York, New York, on
March 3 at 10:00 a.m., local time, for the following purposes:
The undersigned hereby instructs said proxies or their substitutes
as set forth below:
1. ELECTION OF DIRECTORS AND CONFIRMATION OF OFFICERS
The election of David Bending, Daniel Kunz and Tomaz Klingberg and
the re-election of Gerald Sneddon and Gordon Gutraith to serve on
the Board Directors until the 2000 Annual Meeting of Shareholders
and the continued implementation on a `best efforts basis' of a
proposed plan of reorganization of the business operations of the
Company:
WITHHOLD TO WITHHOLD AUTHORITY
FOR ____ VOTE ____ TO VOTE FOR ANY NOMINEE (S),
INDICATE NAME(S) BELOW
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THIS PROXY WILL BE VOTE IN ACCORDANCE WITH ANY DIRECTIONS
HEREINBEFORE GIVEN. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO
ELECT THE NOMINEES AS DIRECTORS AND IN ACCORDANCE WITH THE DISCRETION OF THE
PROXIES OF PROXY WITH RESPECT TO ANY OTHER BUSINESS TRANSACTED AT THE ANNUAL
MEETING.
The undersigned hereby revokes any proxy or proxies heretofore given
and ratified and confirms that all the proxies appointed hereby, or any of them,
or their substitutes, may lawfully do or cause to be done by virtue hereof.
Dated __________________________ 2000
________________________________ (L.S.)
________________________________ (L.S.)
Signature(s)
NOTE: Your signature should appear the same as your name appears hereon. In
signing as attorney, executor, administrator, trustee or guardian,
please indicate the capacity in which signing. When signing as joint
tenants, all parties in the joint tenancy must sign. When a proxy is
given by a corporation, it should be signed by an authorized officer
and the corporate seal affixed. No postage is required if mailed in
the United States.
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