GOLDEN BEVERAGE COMPANY
2186 SOUTH HOLLY STREET
DENVER, CO 80222
COMMISSION FILE NUMBER 0-16936
DISCLOSURE STATEMENT
PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
Introduction.
This Statement is being mailed on or about March 18 1997 to holders of
record on March 3, 1997 of the shares of Common Stock, par value $.001 per
share (the "Common Stock"), of Golden Beverage Company, a Nevada
corporation (the "Company"). It is being furnished in connection with the
change of the Company's directors to be effected at a Board meeting to be
held at the closing of the transaction discussed below, to be held on
(approximately) March 31, 1997.
Background of Transaction and Change in Control.
By Agreement dated February 28, 1997 (the "Agreement") with WorldWater,
Inc., a Delaware corporation ("WWI") and several of WWI's stockholders,
the Company agreed to acquire, initially, at least 80% of WWI's issued and
outstanding shares of common stock (collectively,"WWI Stock") in exchange
for 8,141,126 post-reverse split shares of the Company's Common Stock (the
"Transaction"). As of March 3, 1997, there are 140,276,792 shares of
Company Common Stock issued and outstanding, which, as of the opening of
business on March 31, 1997, will be reverse split one-for-1,240.597 into
113,072 shares. In addition, a total of 1,017,640 post-reverse split
shares are being issued to several consultants ("Consultants") who
assisted WWI and the Company in this transaction. Accordingly, if 80% of
the issued and outstanding shares of WWI Stock are exchanged for Company
Common Stock, the holders thereof will own approximately 87.8% of the
Company's 9,271,838 shares of Company Common Stock which would then be
issued and outstanding. Excluded from the above computations are (a)
2,035,282 post-reverse split shares of Company Common Stock reserved for
issuance to WWI's shareholders in exchange for those WWI shareholders
owning the remaining 20% of WWI stock; (b) 4,888,368 post-reverse split
shares of Company Common Stock which will be reserved for issuance upon
conversion of WWI debentures with face value of $2,319,518; (c) 3,027,565
post-reverse shares of the Company's Common Stock which will be reserved
for issuance upon exercise of outstanding WWI warrants with an average
exercise price of $.60 per share; and (d) 10,157,659 post-reverse split
shares of the Company's Common Stock which will be reserved for issuance
upon other potential investments (currently undetermined) and exercises of
warrants and options which, if exercised in full, would bring the Company,
on consolidated basis, a total of $1,908,899. All shares of Company
Common Stock issued pursuant to (a), (b) and (c) above will be restricted
stock; and, of the 10,157,659 shares described in (d) above and reserved
for issuance for other investments and exercises, it is contemplated that
4,515,000 shares will be reserved for issuance to foreign investors in a
Regulation S offering, and the remaining 5,642,659 shares, if and when
issued, will be restricted stock.
<PAGE>
Upon consummation of the exchange of at least 80% of WWI's issued and
outstanding stock, the Company's current officers and directors will
resign and will be replaced by Directors and Officers selected by WWI's
management (see "Directors and Executive Officers and Related
Transactions"). Thereafter, the Company plans to call a special meeting
of stockholders, to ratify the new Directors and change the Company's name
to "WorldWater Corp."
Consummation of the Transaction will result in a change of control.
If the Transaction is not consummated, the Company's current officers and
directors will not resign and there will not be a change in control. The
Company anticipates but cannot assure that the Transaction will close on
or about March 31, 1997.
Reason for Disclosure Statement.
Because a majority of its directors is being changed otherwise than at
a meeting of stockholders, the Company is required pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934 to provide its
stockholders and the Securities and Exchange Commission (the "Commission")
with certain information not less than ten days prior to the date on which
the change will take place. This Disclosure Statement is being filed with
the Commission and sent to stockholders in compliance with that Rule.
Information Relating to the Company's Securities.
As of March 3, 1997, there were outstanding 140,276,792 shares of the
Company's Common Stock. Each outstanding share of Common Stock entitles
the record holder thereof to one vote on all matters which are to be
presented to stockholders for their consideration. The Common Stock is
the only issued and outstanding stock of the Company; and, as part of the
Transaction, those shares are proposed to be reverse split one-for-
1,240.597 to 113,072 shares.
Principal Stockholders.
The following table sets forth as of March 3, 1997, certain information
with respect to all those known by the Company to be record or beneficial
owners of more than 5% of its outstanding Common Stock, each Director and
all Directors and Officers as a group.
<TABLE>
<CAPTION>
No. of Percentage
Name Shares Owned(1) Ownership(1)
________________ _______________ ____________
<S> <C> <C>
Eugene C. Pace(2) 34,558,153 24.6%
Shiou Yun Wang(3) 24,314,644 17.3%
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<PAGE>
Wang Hsiu-Ying Kuo(2) 24,314,644 17.3%
Ko Cha Wang(2) 24,314,644 17.3%
All officers and 24,314,644 17.3%
directors as a group
(1 person)
____________________
<F1>
(1) Based upon 140,276,792 pre-reverse split shares outstanding as
of March 3, 1997. Unless otherwise indicated, ownership is
direct.
<F2>
(2) Includes shares held in the name of U.S. Agri Development
Corporation and its Pension Plan, but excludes Series B
Warrants to purchase 1,150 post-reverse split shares of common
stock.
<F3>
(3) Excludes series B Warrants to purchase an aggregate of 1,195
post-reverse split shares of common stock held by these
shareholders.
</TABLE>
The following table sets forth as of March 3, 1997, certain information
with respect to all those known by the Company who, retroactively assuming
consummation of the Transaction, would be the record or beneficial owners
of more than 5% of its outstanding Common Stock, each newly-appointed
director and executive officer of the Company and all newly-appointed
Directors as a group. Except as indicated in the footnotes to the table,
the listed stockholders hold sole voting and investment power over their
respective shares.
<TABLE>
<CAPTION>
Shares of
Common Stock
to be owned upon
Offices consummation of Approximate Percent
Name and Address To Be Held the Transfer (1) of Class(2)
___________________ _____________ _________________ ___________________
<S> <C> <C> <C>
Quentin T. Kelly Director, CEO 2,500,000 26.96%
117 Hopewell-Rocky Hill Rd. and President
Hopewell, NJ 08525
Joseph Cygler Director 250,000 2.70%
95 Stephenville Parkway Exec. Vice President
Edison, NJ 08820
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<PAGE>
Peter I. Ferguson Vice President 150,000 1.62%
13 Fleetwood Dr.
Somerville, NJ 08876
WB Newberry Director 110,952 1.20%
Kachina Oil & Gas Inc.
Building Eight Suite 100
500 Capital Of Texas Highway
Austin, TX 78746
Dr. Martin Beyer Director 43,000 .46%
84 Jefferson Road
Princeton, NJ 08540
Dr. Russell Sturzebecker Director 36,141 .39%
503 Owen Rd.
West Chester, PA 19380
Thomas Leyden Vice President - 0 .00%
454 Main Street Marketing
Crosswicks, NJ 08515
Royal Capital, Inc. 1,860,000 20.06%
75 Claremont Road
Bernardsville, NJ 07924
All Proposed Directors
and Officers as a
Group (7 persons) 2,940,093 31.07%
_________________________
<F1>
(1) Excludes possible subsequent issuances of post-reverse split shares
of the Company's common stock reserved for issuance upon exercise of
WWI options granted to the following persons: Quentin T. Kelly-
37,975; Joseph Cygler-34,300; W.B. Newberry-10,500; Dr. Martin
Beyer-7,000; Dr. Russell Sturzebecker-10,000; and Thomas Leyden-
14,300; and Peter Ferguson-50,750.
<F2>
(2) Based upon 9,271,838 shares being issued and outstanding after the
reverse split, consisting of 113,072 shares owned by current Company
shareholders after the one-for-1,240.597 reverse split, the issuance
of 1,017,640 post-reverse split shares to Consultants and the
issuance of 8,141,126 post-reverse split shares to WWI shareholders
in exchange for 80% of WWI's shares.
</TABLE>
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<PAGE>
Legal Proceedings.
There are no legal proceedings to which any director, officer or affiliate
of the Company, any owner of record or beneficially of more than five percent of
the Company's Common Stock, or any associate of any of the foregoing, is a party
adverse to the Company or any of its subsidiaries or has a material interest
adverse to Company or any of its subsidiaries.
Directors and Executive Officers and Related Transactions.
Directors and Executive Officers.
If and when the Transaction is consummated, the Company's current officers
and directors will resign and will be replaced, without stockholder action, by
the following Officers and Directors:
Name Age Position
_______________________ ___ ________________________
Quentin T. Kelly 62 Chairman, CEO, President
Joseph Cygler 62 Executive Vice President
and Director
Peter I. Ferguson 54 Vice President
Thomas Leyden 42 Vice President-Marketing
W.B. Newberry 68 Director
Martin G. Beyer 65 Director
Russell L. Sturzebecker 80 Director
Quentin T. Kelly is the founder and has been CEO, President and Chairman of
WWI since its inception in 1984. He has many years' experience in international
business involving water and natural resource needs in the developing world, and
has worked with several of the international assistance agencies, including
UNDP, UNICEF and USAID. He holds three patents relating to water systems.
Earlier, Mr. Kelly was assistant to the president of Westinghouse Electric
Corp., and CEO of corporations manufacturing and marketing specialized water
systems internationally.
Joseph Cygler has been a Director of WWI since 1984 and Executive Vice
President. Previously he was an executive in international business consulting
and operations management, an executive with Honeywell Information Systems and
a marketing representative with IBM. Mr. Cygler is a graduate of the U.S.
Military Academy with a B.S. in Engineering.
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<PAGE>
Peter I. Ferguson is Vice President and has been an associate of WWI since
1989. Previously, he was a vice president and general management executive and
accountant for companies in New York and New Jersey. He is a graduate in
Accounting and Management of Rutgers University.
Thomas Leyden Vice President-Marketing, was for eight years an executive of
solar thermal and photovoltaic companies and was the founding President of the
Maryland/DC Solar Energy Industries Association. He has extensive experience
with startup and early phase companies marketing environmental products and has
traveled throughout the world marketing solar systems. Mr. Leyden is a graduate
of Princeton University.
Dr. Martin G. Beyer, a Director of WWI, was Secretary General of the Global
Consultation of Safe Water and Sanitation for the 1990s which was sponsored by
the UNDP and World Bank, held in New Delhi, India and attended by over 600
delegates from 115 countries and the UN/World Bank affiliated agencies.
Previously, Dr. Beyer was Senior Advisor for Water Supply and Sanitation for
UNICEF, Chairman of the United Nations Intersecretariat Group of Water Resources
and Chairman of the Advisory Panel to the UNDP/World Bank global project for
testing and developing of handpumps. Dr. Beyer has a Ph.D degree in Economic
Geology from the University of Stockholm, and speaks 10 languages, including
French, Spanish, German, Italian and Portuguese.
W.B. Newberry, has been a Director of WWI since 1993, and has actively
managed his own oil and gas exploration companies in Texas and investments in
other companies. He joined WWI as an investor and Director in 1993 and plays as
active role in strategic planning. Mr. Newberry received a BA degree in
Economics from Dartmouth College and an MS in Geology from the University of
Texas.
Russell L. Sturzebecker, a newly appointed Director of WWI, has been
involved as an investor in WWI for the past ten years. He is a retired
professor and chairman of the health and education department at West Chester
University, Pennsylvania, where he taught for 35 years. He served in World War
II as an A-20 bomber pilot in the Pacific Theater, retiring as an Air Force
Colonel. He is the author and publisher of several scholarly books on World War
II and on archeological sites in Mediterranean countries. He completed his
undergraduate work at West Chester University and received both an MA and PHD
from Temple University.
Compensation.
For the fiscal year ended December 31, 1996, no officer or director of WWI
received remuneration in excess of $100,000. Quentin T. Kelly, WWI's Chief
Executive Officer, received a salary of $42,000, of which $21,000 was deferred.
In addition, a company owned by Mr. Kelly was paid rent by WWI for corporate
offices and farm field testing in the amount of $30,000; and he owns stock
options to purchase up to 37,975 WWI shares at $.40 per share, which will become
a like number of options to purchase the Company's common stock at the same
price.
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<PAGE>
Standing Audit, Nominating and Compensation Committees.
The Board of Directors has no standing audit, nominating or compensation
committees.
Information Relating to Board of Directors Meetings.
The Company presently has only two Directors. During the fiscal year-ended
December 31, 1996, the Directors held one meeting of the Board of Directors.
Compensation of Directors and Executive Officers.
As of December 31, 1996, the Company owed $66,825 to its officers in accrued
salary. Upon consummation of the Transaction, all accrued salaries owed to
officers and directors will be canceled.
Dated: March 17, 1997
GOLDEN BEVERAGE COMPANY
s/Shiou Yun Wang
Shiou Yun Wang, President
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