SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Sooner Holdings, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing 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:
_____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
/_/ 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 No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
PRELIMINARY PROXY STATEMENT
SOONER HOLDINGS, INC.
2680 W. Interstate 40
Oklahoma City, Oklahoma 73108
(405) 236-8332
--------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 16, 1996
--------------------------------------
TO THE HOLDERS OF COMMON STOCK OF SOONER HOLDINGS, INC.:
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Shareholders of
Sooner Holdings, Inc. (the "Company"), an Oklahoma corporation, will be held at
the Company's corporate offices, 2680 W. Interstate 40, Oklahoma City, Oklahoma
73108 at 3:00 P.M., local time, on Wednesday, October 16, 1996 for the following
purposes, all of which are more fully described in the accompanying Proxy
Statement dated September 18, 1996:
1. To elect three directors of the Company to serve for the ensuing year or
until their successors are elected and qualified.
2. To consider and act upon a proposal to ratify the selection of Arthur
Andersen LLP as the Company's independent auditors for the fiscal year
ended December 31, 1996.
3. To transact such other business that may properly be brought before the
meeting or any adjournments thereof.
Only shareholders of record as shown on the books of the Company at the
close of business on September 4, 1996 will be entitled to receive notice of and
to vote at the meeting or any adjournments thereof.
You are cordially invited to attend the Annual Meeting. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SPECIFY YOUR CHOICES ON THE
ENCLOSED PROXY AND DATE, SIGN AND RETURN THE PROXY IN THE RETURN ENVELOPE
ENCLOSED FOR YOUR CONVENIENCE. Your cooperation in promptly signing and
returning your proxy will help avoid further solicitation expense to the
Company.
By order of the Board of Directors,
David B. Talbot, Jr.
Secretary
Approximate date of mailing to shareholders:
September 18, 1996
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YOUR VOTE IS IMPORTANT
To ensure your representation at the meeting, please mark, sign, date and return
the enclosed proxy card as soon as possible in the enclosed envelope. If you
attend the meeting, you may vote in person even if you returned a proxy.
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<PAGE>
PRELIMINARY PROXY STATEMENT
SOONER HOLDINGS, INC.
2680 W. Interstate 40
Oklahoma City, Oklahoma 73108
(405) 236-8332
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PROXY STATEMENT
for Annual Meeting of Shareholders
to be held on October 16, 1996
--------------------------------------
This Proxy Statement and the enclosed Proxy are being mailed to
shareholders on or about September 18, 1996, in connection with the solicitation
by the Board of Directors (the "Board") of Sooner Holdings, Inc. (the "Company")
of proxies, in the accompanying form, from holders of the Company's common
stock, to be voted at the Annual Meeting of Shareholders to be held on
Wednesday, October 16, 1996 and at any adjournment or adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders.
Proxies are being solicited by the mailing of this Proxy Statement and
the accompanying Proxy to common shareholders of record who are entitled to vote
at the 1995 Annual Meeting. In addition, directors, officers, and regular
employees of the Company may, without compensation other than their regular
compensation, solicit proxies personally, by mail or by telephone. All expenses
of the solicitation will be borne by the Company, including the cost of
preparing, assembling and mailing the proxies and solicitation material. The
Company may reimburse brokerage firms and others for expenses incurred in
forwarding solicitation material to the beneficial owners of the Company's
common stock.
The inspector of election appointed for the meeting will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of determining
the approval of any matter submitted to the stockholders for a vote. If the
broker indicates on a proxy that the broker does not have discretionary
authority as to certain shares to vote on a particular matter, such shares will
not be considered as present and entitled to vote with respect to that matter.
The Board has fixed the close of business on September 4, 1996 as the
record date for determining the shareholders entitled to receive notice of and
to vote at the 1995 Annual Meeting. Persons who were not shareholders at such
time will not be allowed to vote at the 1995 Annual Meeting. At the close of
business on September 4, 1996, the Company had 6,412,528 shares of common stock,
$.001 par value per share, issued and outstanding. Each share of common stock is
entitled to one vote on each matter to be voted on at the 1995 Annual Meeting.
Holders of common stock are not entitled to cumulative voting rights in the
election of directors.
All duly executed proxies that are returned to the Company prior to or
at the 1995 Annual Meeting will be voted in accordance with the choices
indicated on each such proxy. If a proxy is duly executed but does not specify
any or all choices on it, the proxy will be voted: to elect the director
nominees proposed by the Board and listed in this Proxy Statement and on the
Proxy; to ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending on December 31, 1996 and to act
upon such other business matters that may properly be brought before the meeting
or any adjournments thereof. Any shareholders giving a proxy may revoke it at
any time prior to its use at the 1995 Annual Meeting by filing with the
Secretary of the Company a revocation of the proxy, or by delivering to the
Company, a duly executed proxy bearing a later date or by attending the 1995
Annual Meeting and voting in person.
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PROPOSAL ONE
ELECTION OF DIRECTORS
Nomination
The By-Laws of the Company provide that directors shall hold office
until the Annual Meeting of Shareholders next held after their election and
until their successors are elected and qualified. Accordingly, the
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PRELIMINARY PROXY STATEMENT
entire Board, consisting of three members, will be re-elected at the 1995 Annual
Meeting. If re-elected, such individuals will serve until the next Annual
Meeting of Shareholders and until their successors are duly elected and
qualified. All three of the nominees (R. C. Cunningham II, David B. Talbot, Jr.,
and Michael S. Williams) are incumbent members of the Board. Messrs. Cunningham
and Talbot were elected at the 1989 Annual Meeting of Shareholders. Mr. Williams
was elected at the 1994 Annual Meeting of Shareholders.
If, prior to the 1995 Annual Meeting, the Board should learn that any
nominee will be unable to serve by reason of death, incapacity or other
unexpected occurrence, the proxies that would have otherwise been voted for such
nominee will be voted for a substitute nominee if one is selected by the Board.
Board Recommendation
The selection of each nominee requires the affirmative vote of a
majority of the votes cast, considering all common votes together, represented
in person or by proxy at the 1995 Annual Meeting. In the absence of other
instructions, the proxies solicited hereby will be voted FOR each of the
individuals listed below, each of whom the Board has nominated for election as a
director of the Company.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE SELECTION OF
EACH OF THE NOMINEES LISTED BELOW.
--------------------------------------
Information about Nominees
The current directors of the Company and their principal occupation are
listed below. Each director will serve until the next Annual Meeting of
Shareholders or until their respective successors have been elected and duly
qualified. Directors serve one-year terms. There are no family relationships
between any director. The following has been furnished to the Company by the
respective nominees for director. The ownership amount and percent represents
shares of the Company's common stock beneficially owned by each of them as of
September 4, 1996:
<TABLE>
<CAPTION>
Ownership (1)
Director -------------
Name Age since Principal occupation Amount Percent
---- --- ----- -------------------- ------ -------
<S> <C> <C> <C> <C> <C>
R. C. Cunningham II 69 6/1/89 Chairman and President, Sooner
Holdings, Inc. 3,775,413 58.88%
Michael S. Williams (2) 49 12/15/93 Managing Director, Bulldog Investment
Company, L.L.C. 576,119 8.99%
David B. Talbot, Jr. 58 11/13/89 Principal Agent, Talbot Investment
Co. 2,500 *
</TABLE>
- ----------
* less than 1%
(1) The amount and percent of ownership is based on the total shares of common
stock outstanding of 6,412,528 shares as of September 4, 1996.
(2) Includes 300,000 shares of common stock owned by Bulldog Investment
Company, L.L.C. ("Bulldog") of which Mr. Williams is a Managing Director.
Also includes 51,278 shares of common stock owned by Matrix Resources, Inc.
of which Mr. Williams is the President and sole owner. Does not include the
shares owned by ShareData Inc. ("ShareData") for which Bulldog disclaims
any voting and dispositive control over ShareData (see further discussion
under "Relationship with Bulldog Investment Company, L.L.C." and
"Relationship with ShareData Inc." under the section entitled Certain
Relationships and Related Transactions later in this Proxy Statement).
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PRELIMINARY PROXY STATEMENT
Resumes of Nominees
R. C. Cunningham II. Mr. Cunningham has been the Chairman of the Board
and President of the Company since June 1988 and of two of its subsidiaries:
Charlie O Beverages, Inc. (formerly Charlie O Marketing Co.) and Charlie O
Business Park Incorporated since their respective inceptions. From 1965 to 1986,
Mr. Cunningham was in the construction business as CEO and owner of Rayco
Construction Company. Mr. Cunningham continues to serve as President of Midwest
Property Management and Service Co., Inc., a company involved in real estate
property management.
David B. Talbot, Jr. Mr. Talbot has been the Secretary and a director
of the Company since November 1988 and of two of its subsidiaries: Charlie O
Beverages, Inc. (formerly Charlie O Marketing Co.) and Charlie O Business Park
Incorporated since their respective inceptions. From 1985 to present, Mr. Talbot
has been the Principal Agent for Talbot Investment Co., a commercial real estate
brokerage firm. From 1967 to 1985, Mr. Talbot was the CEO and owner of Talbot &
Company, also a commercial real estate brokerage firm. Mr. Talbot is also an
Advisory Director for Transitional Living Centers of America since May 1995. Mr.
Talbot has a BA degree from the University of Oklahoma in 1960.
Michael S. Williams. Mr. Williams has been a director of the Company
since December 1993. Mr. Williams is also the President and a director of two of
the Company's subsidiaries: SD Properties, Inc. ("SDPI") and On TV Incorporated
("ONTV"). Since December 1993, Mr. Williams has been the Chief Executive Officer
and, along with Mr. Lang (see "Executive Officers" later in this Proxy
Statement), is a Managing Director of Bulldog. Bulldog is a Phoenix,
Arizona-based investment company and merchant banking firm. From November 1990
to 1994, Mr. Williams was the principal of Bucher & Williams, a Phoenix,
Arizona-based privately owned merchant and investment banking firm.
From October 1987 to November 1990, Mr. Williams was the Chief
Executive Officer, President, and director of ShareData Inc., a publicly traded
software company based in Chandler, Arizona. On December 30, 1993, ShareData
voluntarily filed for Chapter 11 bankruptcy in the United States Bankruptcy
Court for the District of Arizona (Case no. 93-13311). On December 15, 1995,
ShareData's Plan of Reorganization was confirmed by the Bankruptcy Court and Mr.
Williams became the President of the reorganized company on this date (see
further discussion under "Relationship with ShareData Inc." under the section
entitled Certain Relationships and Related Transactions later in this Proxy
Statement).
From May 1990 to October 1990, Mr. Williams was the Secretary, Chief
Financial Officer and a director of VDG Capital Corporation ("VDG"), a publicly
traded software company based in Chandler, Arizona. On August 21, 1991, an
involuntary bankruptcy under Chapter 11 was filed against VDG in the United
States Bankruptcy Court for the District of Arizona. On July 22, 1994, VDG's
Plan of Reorganization was confirmed by the bankruptcy court and Mr. Williams
became the CEO, President and a director of the reorganized company (now called
Vinculum Incorporated) on this date.
Prior to 1987, Mr. Williams had been continuously employed in the
securities business as an investment banker with various registered
broker-dealers in Detroit, Michigan. Mr. Williams has a BA Degree from
Pennsylvania State University (1969) and an MBA from The Wharton Graduate School
of the University of Pennsylvania (1974).
Committee and Board Meetings
The Company had no standing audit or nominating committee of its Board
or committees performing similar functions during fiscal 1995. The directors
have regularly communicated to discuss the Company's affairs and also have held
periodic board meetings to transact and approve appropriate business. Directors
have received no compensation or expenses for attending board meetings. The
compensation committee, which consists of director Cunningham, did not act
during fiscal 1995. Mr. Cunningham has the authority to supervise the
administration of the 1995 Stock Option Plan (the "Plan"), determine which
officers, employees and/or non-employee directors will be granted options, the
number of shares covered by each option, the timing of option grants, the option
period and manner of exercise, whether the option will be an incentive option or
a non-qualified
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PRELIMINARY PROXY STATEMENT
option and other terms and provisions of each individual option agreement. No
options have been granted under this Plan as of September 18, 1996.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth certain information regarding the beneficial
ownership of the common stock of the Company as of September 4, 1996 by each
shareholder who is known by the Company to be the beneficial owner of more than
5% of the Company's voting securities, by each director and by each executive
officer and by all directors and officers as a group. Except as otherwise
indicated, and subject to applicable community property and similar laws, each
of the entities named has sole voting and investment power with respect to such
securities. The Company anticipates that each of the proposed directors will
vote shares they own or control "FOR" each of the matters to be voted upon at
the 1995 Annual Meeting.
<TABLE>
<CAPTION>
Number of
Name and Address of common Percent of
Beneficial Owners shares (1) Class
----------------- ---------- -----
<S> <C> <C>
R. C. Cunningham II (6)
2680 W. Interstate 40
Oklahoma City, OK 73108 3,775,413 58.88%
Bulldog Investment Company, L.L.C. (2)
2117 S. 48th Street, Suite 105
Tempe, AZ 85282 300,000 4.68%
Sheldon L. Miller (3)
3000 Town Center, Ste. 1700
Southfield, MI 48075 1,149,736 17.93%
Michael S. Williams (4) (7)
3710 E. Kent Drive
Phoenix, AZ 85044 576,119 8.99%
Lanny R. Lang (5) (8)
3536 E. Saltsage Drive
Phoenix, AZ 85044 426,203 6.65%
ShareData Inc.
2117 S. 48th St., Ste. 105
Tempe, AZ 85282 827,753 12.91%
David B. Talbot, Jr. (6)
5929 N. May Ave., Ste. 207
Oklahoma City, OK 73112 2,500 *
All officers and directors as
a group (4 persons) 4,480,234 69.87%
</TABLE>
- ----------
* less than 1%
Unless otherwise indicated, to the Company's knowledge, each person or
group possesses sole voting and sole investment power with respect to the shares
shown opposite the name of such person or group. Shares not outstanding, but
deemed beneficially owned by virtue of the right of a person or member of a
group to acquire them within 60 days, are treated as outstanding only when
determining the amount and percent owned by such person or group.
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PRELIMINARY PROXY STATEMENT
(1) The number of shares and percent are based on the current number of shares
of common stock outstanding of 6,412,528 shares.
(2) Does not include shares held by Messrs. Williams and Lang, officers and/or
directors of the Company, by virtue of their control and positions as
Managing Directors and shareholders of Bulldog. The amount and percent does
not include the shares owned by ShareData for which Bulldog disclaims any
voting and dispositive control over ShareData (see further discussion under
"Relationship with Bulldog Investment Company, L.L.C." and "Relationship
with ShareData Inc." under the section entitled Certain Relationships and
Related Transactions later in this Proxy Statement).
(3) Includes 827,753 shares held by ShareData of which Mr. Miller is the
Chairman of the Board, CEO and President and sole director (see further
discussion under "Relationship with ShareData Inc." under the section
entitled Certain Relationships and Related Transactions later in this Proxy
Statement).
(4) Includes 300,000 shares of common stock owned by Bulldog of which Mr.
Williams is a Managing Director. Also includes 51,278 shares of common
stock owned by Matrix Resources, Inc. of which Mr. Williams is the
President and sole owner. The amount and percent does not include the
shares owned by ShareData for which Bulldog disclaims any voting and
dispositive control over ShareData (see further discussion under
"Relationship with Bulldog Investment Company, L.L.C." and "Relationship
with ShareData Inc." under the section entitled Certain Relationships and
Related Transactions later in this Proxy Statement).
(5) Includes 300,000 shares of common stock owned by Bulldog of which Mr. Lang
is a Managing Director. The amount and percent does not include the shares
owned by ShareData for which Bulldog disclaims any voting and dispositive
control over ShareData (see further discussion under "Relationship with
Bulldog Investment Company, L.L.C." and "Relationship with ShareData Inc."
under the section entitled Certain Relationships and Related Transactions
later in this Proxy Statement).
(6) An officer and director of the Company.
(7) A director of the Company.
(8) An officer of the Company.
EXECUTIVE OFFICERS
The executive officers of the Company as of September 18, 1996, and/or
its subsidiaries and their positions held in the Company and/or its subsidiaries
are listed in the table below. Officers are appointed by the Board. There are no
family relationships between any officers of the Company.
<TABLE>
<CAPTION>
Name Age Title Officer since
---- --- ----- -------------
<S> <C> <C> <C> <C>
R. C. Cunningham II 69 CEO and President, Sooner Holdings, Inc. 6/1/88 *
CEO and President, Charlie O Beverages, Inc. 6/16/89 *
CEO and President, Charlie O Business Park
Incorporated 3/15/91 *
David B. Talbot, Jr. 58 Secretary, Sooner Holdings, Inc. 11/13/88 *
Secretary, Charlie O Beverages, Inc. 6/16/89
Secretary and Treasurer, Charlie O Business
Park Incorporated 3/15/91 *
Michael S. Williams 49 President, SD Properties, Inc. 2/15/90 *
President, On TV Incorporated 3/31/96
</TABLE>
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PRELIMINARY PROXY STATEMENT
<TABLE>
<S> <C> <C> <C> <C>
Lanny R. Lang 38 Treasurer, Sooner Holdings, Inc. 12/15/93
Treasurer, Charlie O Beverages, Inc. 12/15/93
Secretary and Treasurer, SD Properties, Inc. 2/15/90 *
Treasurer, On TV Incorporated 5/31/94 *
Secretary, On TV Incorporated 3/31/96
</TABLE>
* Date of inception of the respective companies.
The antecedents of Messrs. Cunningham, Talbot and Williams are
incorporated herein by reference to the section entitled "Resumes of Nominees,"
found on page 3 of this Proxy Statement.
Lanny R. Lang. Mr. Lang has been the Treasurer of the Company and its
subsidiary, Charlie O Beverages, Inc. (formerly Charlie O Marketing Co.) since
December 1993. Mr. Lang has also been the Secretary, Treasurer and a director of
SDPI since February 1990 and Treasurer and a director of ONTV since May 1994 and
additionally the Secretary since March 1996. Since December 1993, Mr. Lang has
been the Chief Financial Officer and, along with Mr. Williams, is a Managing
Director of Bulldog. From March 1991 to 1994, Mr. Lang was the principal of Lang
Financial Services, Inc. ("LFSI"). LFSI is a Phoenix, Arizona-based privately
owned management and accounting consulting firm. From November 1991 to October
1992, Mr. Lang was also the Chief Financial Officer of Pantheon Industries, Inc.
("Pantheon"), a public holding company based in Scottsdale, Arizona.
From October 1990 to March 1991, Mr. Lang was the Secretary, Chief
Financial Officer and a director of VDG Capital Corporation, a publicly traded
software company based in Chandler, Arizona. On August 21, 1991, an involuntary
bankruptcy under Chapter 11 was filed against VDG in the United States
Bankruptcy Court for the District of Arizona. On July 22, 1994, VDG's Plan of
Reorganization was confirmed by the bankruptcy court and Mr. Lang became the
Secretary, Treasurer and a director of the reorganized company (now called
Vinculum Incorporated) on this date.
From January 1986 to October 1990, Mr. Lang was the Controller and
Treasurer of ShareData Inc., a publicly traded software company based in
Chandler, Arizona. On December 30, 1993, ShareData voluntarily filed for Chapter
11 bankruptcy in the United States Bankruptcy Court for the District of Arizona
(Case no. 93-13311). On December 15, 1995, ShareData's Plan of Reorganization
was confirmed by the Bankruptcy Court and Mr. Lang became the Secretary and
Treasurer of the reorganized company on this date (see further discussion under
"Relationship with ShareData Inc." under the section entitled Certain
Relationships and Related Transactions later in this Proxy Statement). Prior to
joining ShareData, Mr. Lang was employed by Price Waterhouse in Minneapolis,
Minnesota for six years. Mr. Lang has a BA Degree in Accounting from the
University of Northern Iowa (1980).
In 1993, the Securities and Exchange Commission (the "SEC") instituted
public administrative proceedings against Pantheon, its officers, directors and
certain unrelated parties, including Mr. Lang, regarding Pantheon's reporting of
certain transactions in its 1991 Form 10-K. In October 1994, Mr. Lang settled
the SEC's claims against him, without admitting or denying the SEC's charges, by
consenting to the entry of a cease and desist order prohibiting violation of
certain specified reporting, recordkeeping and internal control provisions of
the Securities Exchange Act of 1934 and rules thereunder.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by the
Company to each of the executive officers of the Company whose aggregate cash
compensation exceeds $60,000 and to all executive officers as a group for
services rendered during the fiscal year ended December 31, 1995:
<TABLE>
<CAPTION>
Name Primary capacity in which served* Compensation (1)
---- --------------------------------- ----------------
<S> <C> <C> <C>
R. C. Cunningham II (2) Chairman of the Board and President; Sooner
Holdings, Inc. $ -0-
</TABLE>
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PRELIMINARY PROXY STATEMENT
<TABLE>
<S> <C> <C> <C>
David B. Talbot, Jr. Secretary; Sooner Holdings, Inc. $ -0-
Michael S. Williams (3) President; SD Properties, Inc. $ -0-
President; On TV Incorporated $ -0-
Lanny R. Lang (3) Treasurer; Sooner Holdings, Inc. $ -0-
All Executive Officers as a Group
(4 persons) $ -0-
</TABLE>
- ----------
* The executive officers may serve in other capacities with the Company
and/or its subsidiaries (see the section entitled Executive Officers
earlier in this Proxy Statement.)
(1) None of the executive officers of the Company receive cash compensation.
All cash is currently being used to permit the Company to operate as a
going concern. The Board is authorized to reimburse officers and directors
for actual expenses incurred and set compensation for officers as funds for
such purpose become available.
(2) In December 1993, Mr. Cunningham entered into a new Incentive Compensation
Agreement, which provides remuneration to Mr. Cunningham based only on the
Company's revenue performance. Mr. Cunningham receives no base compensation
and will receive a cash incentive fee of five percent of the Company's
gross revenues, payable on a quarterly basis (see further discussion under
"Relationship with R. C. Cunningham" under the section entitled Certain
Relationships and Related Transactions later in this Proxy Statement).
(3) Messrs. Williams and Lang have only been compensated through Bulldog (see
further discussion under "Relationship with Bulldog Investment Company,
L.L.C." under the section entitled Certain Relationships and Related
Transactions later in this Proxy Statement).
Stock Option Plan
Executive officers, employees and non-employee directors of the Company
and its subsidiaries may be awarded additional compensation pursuant to the 1995
Stock Option Plan (the "Plan"). Pursuant to the Plan, 2,000,000 shares of the
Company's common stock are reserved for issuance. Options granted under the Plan
are to be at amounts that are equal to or greater than the fair market value of
the Company's common stock at date of grant. Each outstanding option has a
maximum term of ten years and, unless otherwise provided, is exercisable
immediately upon issuance. As of September 18, 1996, no options were granted or
outstanding.
Bonuses and Deferred Compensation
No cash bonuses were paid by the Company to any executive officer
during the year ended December 31, 1995. The Company did not have any deferred
compensation plan or arrangement pursuant to which benefits, remuneration,
value, or compensation was or is to be granted, awarded, entered, set aside, or
accrued for the benefit of any executive officer of the Company as of December
31, 1995.
Compensation Pursuant to Plans Including Pension, Stock Option, and Stock
Appreciation Rights Plans
As of September 18, 1996, other than the Company's 1995 Stock Option
Plan, the Company does not have any stock appreciation rights plans, phantom
stock plans, or any other incentive or compensation plan or arrangement pursuant
to which benefits, remuneration, value, or compensation was or is to be granted,
awarded, entered, set aside, or accrued for the benefit of any executive officer
of the Company.
Termination of Employment and Change of Control Arrangement
During the year ended December 31, 1995, no officer, director, or
principal shareholder of the Company either received or is to receive any
remuneration as a result of either: (i) the termination of such person's
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PRELIMINARY PROXY STATEMENT
employment whether by resignation, retirement, or otherwise; or (ii) a change of
control of the Company or a change in such individual's responsibilities
following a change in control of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has adopted a policy that any transactions with directors,
officers or entities of which they are also officers or directors or in which
they have a financial interest, will only be on terms consistent with industry
standards and approved by a majority of the disinterested directors of the Board
and based upon a determination that these transactions are on terms no less
favorable to the Company than those which could be obtained by unaffiliated
third parties. This policy could be terminated in the future. In addition,
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board or a committee thereof which approves such a transaction.
The following are transactions considered by the Company to be
significant of disclosure pursuant to Regulation 228.404 of Regulation S-B. Any
references to Notes refer to the Notes to the Consolidated Financial Statements
included in the Company's Form 10-KSB for the fiscal year ended December 31,
1995 (the "1995 10-KSB"), incorporated herein by reference.
Relationship with Bulldog Investment Company, L.L.C.
Bulldog is a Phoenix, Arizona-based investment company and
merchant banking firm. The principals of Bulldog, Messrs. Williams and Lang, are
also officers and/or directors of the Company and/or its subsidiaries.
Relationship with ShareData Inc.
In December 1993, the Company acquired SDPI in exchange for shares of
common stock. ShareData was the majority shareholder of SDPI and received
887,753 shares or approximately 17% of the Company after the transaction.
ShareData emerged from Chapter 11 Bankruptcy on December 15, 1995 (Case No.
93-13311). As part of the Bankruptcy, ShareData is to distribute the stock it
owns of the Company to its creditors.
Relationship with Wheel of Bargains, Inc.
Wheel of Bargains, Inc. (formerly Bulldog Leasing & Finance Corp.)
("WOBI") is a Phoenix, Arizona-based company formerly specializing in leasing
and financing to higher risk companies. WOBI is a subsidiary of ShareData.
Relationship with Phoenix Financial Reporting Group, Inc.
Phoenix Financial Reporting Group, Inc. ("PFRG"), is a Phoenix,
Arizona-based company specializing in financial annual report design and
publishing for public companies. PFRG is a subsidiary of ShareData.
Relationship with R.C. Cunningham II
In December 1993, the Company entered into an Incentive Compensation
Agreement with Mr. Cunningham. This agreement provides remuneration to Mr.
Cunningham based only on the Company's revenue performance. Mr. Cunningham
receives no base compensation, but will receive a cash incentive fee of five
percent of the Company's gross revenues payable on a quarterly basis. Also, Mr.
Cunningham has personally guaranteed almost $2,000,000 of the Company's short
and long-term debt obligations.
Relationship with Talbot Investment Co.
Talbot Investment Co. ("Talbot"), is an Oklahoma City, Oklahoma-based
commercial real estate brokerage firm. Mr. David Talbot, the Secretary and a
director of the Company and Charlie O Business Park Incorporated (the "Business
Park"), a subsidiary, is also the principal agent for Talbot. Talbot handles all
8
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PRELIMINARY PROXY STATEMENT
the property management services for the Business Park and receives normal and
customary commissions and fees for providing these services.
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PROPOSAL TWO
APPOINTMENT OF INDEPENDENT AUDITORS
The Board has selected Arthur Andersen LLP as its independent auditors
for the 1996 fiscal year ending on December 31, 1996. Arthur Andersen LLP
audited the Company's financial statements for the fiscal year ended December
31, 1995. During the period since their appointment, Arthur Andersen LLP has
provided audit services in connection with the annual financial statements,
filings with SEC and other various audit-related accounting matters.
In the two most recent fiscal years there were no disagreements with
Arthur Andersen LLP or the Company's predecessor auditor, Jaak Olesk, CPA, on
any material aspect of financial statement disclosure, accounting principles, or
practices or auditing scope or procedure nor were there were any "reportable
events" as that term is defined in Item 304(a)(i)(v) of Regulation S-K. In each
of the past three years, the Company has received an opinion calling attention
to a "going concern" issue due to the Company incurring recurring losses from
operations that raised substantial doubt about its ability to continue as a
going concern.
In addition, in the two most recent fiscal years and any subsequent
interim period prior to their engagement, the Company did not consult with
Arthur Andersen LLP on any matter of accounting principles or practices, on the
type of audit opinion that might be rendered on the Company's financial
statements, or on any accounting, auditing or financial reporting issue.
Board Recommendation
For approval of the appointment of Arthur Andersen LLP as independent
auditor for the 1996 fiscal year ending on December 31, 1996, the affirmative
vote of a majority of the outstanding voting shares of the common stock of the
Company entitled to vote thereon is required. Unless otherwise specified,
proxies solicited by the Board will be voted FOR ratification of the appointment
of Arthur Andersen LLP.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS PROPOSAL.
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SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file certain reports regarding ownership of, and
transactions in, the Company's securities with the Securities and Exchange
Commission (the "SEC"). Such officers, directors and 10% stockholders are also
required by SEC rules to furnish the Company with copies of all Section 16(a)
forms that they file.
Based solely on a review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that during fiscal 1995 all the reporting persons complied with Section 16(a)
filing requirements except as follows: (i) Mr. Cunningham filed a Form 3 in July
1996 to report the acquisition of 3,815,413 shares in December 1993; (ii) Mr.
Williams filed a Form 3 in July 1996 to report the acquisition of 426,119 shares
in December 1993; (iii) Mr. Lang filed a Form 3 in July 1996 to report the
acquisition of 276,202 shares in December 1993; (iv) Mr. Miller filed a Form 3
in July 1996 to report the acquisition of 1,209,736 shares in December 1993; (v)
ShareData filed a Form 3 in July 1996 to report the acquisition of 887,753
shares in December 1993; (vi) Mr. Talbot filed a Form 3 in July 1996 to report
the acquisition of 2,500 shares in March 1988; (vii) Mr. Cunningham filed a Form
4 in July 1996 to report the sale of 40,000 shares in February 1996; (viii)
ShareData filed a Form 4 in July 1996 to report the sale of 30,000 shares in
December 1995; and (ix) ShareData filed Form 4's in July 1996 to report the sale
of 10,000 and 20,000 shares in January and February, 1996, respectively.
9
<PAGE>
PRELIMINARY PROXY STATEMENT
FORM 10-KSB
UPON RECEIPT FROM ANY SUCH PERSON OF A WRITTEN REQUEST, THE COMPANY
WILL FURNISH WITHOUT CHARGE A COPY OF THE SOONER HOLDINGS, INC. ANNUAL REPORT ON
FORM 10-KSB (EXCLUSIVE OF EXHIBITS) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995,
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 10, 1996, TO EACH
PERSON WHO WAS A BENEFICIAL SHAREHOLDER OF THE COMPANY AS OF SEPTEMBER 4, 1996.
SUCH REQUESTS SHOULD BE SENT TO SOONER HOLDINGS, INC., ATTN.: CORPORATE
SECRETARY, AT THE COMPANY'S PRINCIPAL OFFICES AT 2680 W. I-40, OKLAHOMA CITY,
OKLAHOMA 73108.
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Any shareholder who, in accordance with and subject to the provisions
of the proxy rules of the SEC, wishes to submit a proposal for inclusion in
Sooner Holdings, Inc. proxy statement for its 1996 Annual Meeting of
Shareholders must deliver such proposal in writing to Sooner Holdings, Inc.,
Attn.: Corporate Secretary, at the Company's principal offices at 2680 W.
Interstate 40, Oklahoma City, Oklahoma 73108, no later than February 15, 1997.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board knows of no other
business that will be presented for consideration at the 1995 Annual Meeting
other than that which has been referred to in this Proxy Statement. If any other
business properly comes before the meeting, the appointee named in the proxies
will vote the proxies in accordance with their best judgment.
By order of the Board,
David B. Talbot, Jr.
Secretary
Dated: September 18, 1996
<PAGE>
SOONER HOLDINGS, INC.
2680 W. Interstate 40, Oklahoma City, Oklahoma 73108
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David B. Talbot, Jr. as Proxy, with
authority to act and with the power to appoint his substitute, and hereby
authorizes him to represent and to vote, as designated below, all the voting
shares of common stock of Sooner Holdings, Inc. held of record by the
undersigned on September 4, 1996, at the 1995 Annual Meeting of Shareholders to
be held on October 16, 1996 or any adjournment thereof. The "Abstain" category
listed below is utilized to determine the existence of a valid quorum.
1. ELECTION OF DIRECTORS For all nominees listed below (except as marked
to the contrary below).
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
R. C. Cunningham II, David B. Talbot, Jr. and Michael S. Williams
2. RATIFICATION OF ARTHUR ANDERSEN LLP AS THE COMPANY'S AUDITORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. IN THEIR DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted FOR all nominees listed and FOR Proposal 2.
Instructions: Please sign exactly as name appears below or complete
name, address and number of shares held if not provided. When signing as
attorney, as executor, administrator, corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign in
partnership name by authorized person. If held jointly, both parties should
sign.
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Dated:______________________________, 1996
__________________________________ _______________________________________
Signature Title (if applicable, see instructions)
__________________________________
Signature (if jointly, both should sign)
Make corrections below, if necessary:
___________________________________
___________________________________
___________________________________
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE.
