SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
Preliminary Information Statement
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Confidential for Use of the Commission Only
- --- (as permitted by Rule 14c-5(d)(2))
X Definitive Information Statement
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SEVEN J STOCK FARM, INC.
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(Name of Registrant as specified in charter)
John R. Parten
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President
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(Name of Person(s) filing the Information Statement)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-5(g).
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Fee computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11.
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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. (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
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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 of schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
SEVEN J STOCK FARM, INC.
1453 ESPERSON BUILDING
808 TRAVIS
HOUSTON, TEXAS 77002-5701
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INFORMATION STATEMENT
For Annual Meeting of Stockholders
March 12, 1996
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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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The accompanying information statement relates to the Annual Meeting of
Stockholders to be held at the principal office of the Company, 808 Travis
Street, Suite 1453, Houston, Texas, at 2:00 p.m. on Tuesday, March 12, 1996:
VOTING SECURITIES
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The Company, at the close of business on January 31, 1996, the most recent
practicable date that such information is available, had outstanding 1,451,000
shares of Common Stock of the par value of $1 each (the "Common Stock"). Each
share of Common Stock outstanding on January 31, 1996, the record date for
determination of stockholders entitled to vote at the meeting, is entitled to
one vote.
The following table contains information concerning the persons known by
the Company to be the beneficial owners of more than five percent of Common
Stock of the Company at the close of business on January 31, 1996.
AMOUNT AND NATURE PERCENT OF
TITLE OF NAME AND ADDRESS OF OF BENEFICIAL COMMON
CLASS BENEFICIAL OWNER OWNERSHIP (1) STOCK
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Common Stock John R. Parten 577,881 (3) 39.83%
par value $1 Six Greenspoint Plaza
Suite 1260
12450 Greenspoint Drive
Houston, TX 77060-1916
Common Stock Estate of J. R. Parten 457,180 31.51%
par value $1 808 Travis Street
Suite 1453
Houston, TX 77002-5701
Common Stock How & Co. 342,821 (2) 23.63%
par value $1 c/o Northern Trust
Company
P.O. Box 92303
Chicago, IL 69675
Common Stock Charles L. Kuehn, Jr. 132,358 9.12%
par value $1 Ten Town Plaza #218
12906 County Road #250
Durango, CO 81301
Common Stock R. F. Pratka 457,311 (3) 31.52%
par value $1 808 Travis Street
Suite 1453
Houston, TX 77002-5701
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(1) Based on information furnished by the respective stockholders.
(2) An aggregate of 342,821 shares held by the Patricia P. Anderson Trust, and
the Cynthia P. Kuehn Trust (collectively, the "Trusts"), is held by How &
Co. and is deemed to be the beneficial owner with the power to vote the
shares owned by such Trusts.
(3) Includes an aggregate of 457,180 shares held by the Estate of J. R.
Parten. John R. Parten and R. F. Pratka are named as Independent
Co-Executors and Co-Trustees for the Estate of J. R. Parten, and are
deemed to be the beneficial owners of such shares because they share the
power to vote the shares owned by such Estate.
The following table contains information as to the Common Stock of the
Company beneficially owned as of January 31, 1996, by all directors, nominees
and executive officers as a group:
PERCENT
AMOUNT AND NATURE OF
TITLE OF OF BENEFICIAL OWNERSHIP COMMON
NAME CLASS AS OF JANUARY 31, 1996(1) STOCK
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W. A. Anderson, Jr. Common Stock 0 -
par value $1
John R. Parten Common Stock 577,881 (2) 39.83%
par value $1
R. F. Pratka Common Stock 457,311 (2) 31.52%
par value $1
Charles L. Kuehn, Jr. Common Stock 132,358 9.12%
par value $1
All Directors Common Stock 710,370 48.96%
Nominees and Executive par value $1
Officers as a Group
(Four in number)
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(1) Based on information furnished by the respective directors and officers.
Information is also furnished with respect to beneficial ownership of
shares of Common Stock of the Company by certain trusts and charitable
foundations, but such directors disclaim beneficial interest in any
shares of Common Stock of the Company held by trusts and charitable
foundations.
(2) Included are 457,180 shares of the Common Stock of the Company held by the
Estate of J. R. Parten. John R. Parten and R. F. Pratka are named as
Independent Co-Executors and Co-Trustees of the Estate of J. R. Parten
and are deemed to be the beneficial owners of such shares because they
share the power to vote the shares held by such Estate.
NOMINEES FOR ELECTION AS DIRECTORS
Each of the individuals named below will serve, subject to the provisions
of the By-Laws, until the next Annual Meeting of Stockholders and until their
successors are duly elected and qualified. The four nominees are currently
serving as directors of the Company and were elected as such by the
stockholders of the Company at the Annual Meeting of Stockholders on March 14,
1995. If any nominee does not remain a candidate at the time of the
forthcoming meeting (a situation which the Board of Directors does not now
anticipate), the Board of Directors shall designate and replace any such
nominee.
NAME AGE PAST 5 YEARS(1); DIRECTORSHIP DIRECTOR
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W. A. Anderson, Jr. 56 Director of the Company; Limited 1981
Partner, Weller, Anderson Cheneviere
& Co., Ltd. (1); Director, Farmers
Oil Company (2)
John R. Parten 47 Director and President of the Company 1973
(1992-Present); President, Director,
Parten Oil Co. (1); President, Parten
Operating Inc.; Director, Greenbriar
Cattle Co.; Director, Madison Pipe
Line Company; Director, Farmers Oil
Company; Director, Rainbow Pipe Line
Company; Director, The Parten
Foundation (3)
R. F. Pratka 73 Director, Vice President, and 1964
Treasurer of the Company; Vice
President and Treasurer, Parten Oil
Co. (1); Director, Farmers Oil Company;
Director, Madison Pipe Line Company;
Director, The Parten Foundation;
Director, Parten Oil Co.; Director,
Greenbriar Cattle Co. (1)
Charles L. Kuehn, Jr. 37 Director of the Company; President, 1993
Thoroughgood Operating Company (4)
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(1) The principal occupation listed for each director has been the principal
occupation for each director for the past five years unless otherwise
noted.
(2) W. A. Anderson, Jr. is the brother-in-law of John R. Parten and stepfather
of Charles L. Kuehn, Jr., and has no beneficial interest in the shares
held by the Patricia P. Anderson Trust.
(3) John R. Parten is the brother-in-law of W. A. Anderson, Jr., and uncle of
Charles L. Kuehn, Jr.
(4) Charles L. Kuehn, Jr. is the stepson of W. A. Anderson, Jr., and nephew of
John R. Parten.
BOARD AND COMMITTEE MEETINGS
The Board of Directors of the Company held one meeting during the fiscal
year ended October 31, 1995. The meeting was attended by all directors. The
Company does not have standing committees performing similar functions.
REMUNERATION AND OTHER TRANSACTIONS WITH MANAGEMENT
REMUNERATION OF OFFICERS AND DIRECTORS
Set forth below is the total remuneration paid by the Company and its
subsidiaries during the fiscal year ending October 31, 1995, to each director
and officer:
CASH AND CASH-EQUIVALENT
FORMS OF REMUNERATION
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NUMBER OF CAPACITIES INSURANCE,
PERSONS IN WHICH SALARIES, SAVINGS PLANS CONTINGENT
IN GROUP SERVED DIRECTORS' FEES PERS. BENEFITS REMUNERATION
- -------------- ----------- --------------- -------------- ------------
John R. Parten Legal $ 24,000 None None
Counsel
R. F. Pratka Treasurer 1,200 None None
All Directors,
Executive
Officers, and
Officers as a
Group (two in
number) $ 25,200
OTHER TRANSACTIONS WITH MANAGEMENT
Effective August 1, 1993, a ranch lease between the Company and the
Estate of J. R. Parten was modified. The lease currently covers 6,972 acres
(6,260 net acres). The Company receives annual rental of $16 per net acre.
The lease terminates October 31, 1998, and includes an option to renew for an
additional five-year term subject to possible escalation. Rental income
received by the Company during fiscal year ended October 31, 1995, amounted to
$100,000.
Additional related party transactions for the fiscal year ended
October 31, 1995, are as follows:
1. Gathering income of $176,000 received by the Company, which is
production from gas wells owned by the Estate of J. R. Parten.
2. Gas royalties of $27,000 received by the Company from a company owned
by the Estate of J. R. Parten.
3. Payment in the amount of $35,000 by the Company for salaries, payroll
taxes, and other expenses of two employees of a company owned by the
Estate of J. R. Parten.
4. Payment in the amount of $59,000 by the Company for allocated office
salaries, payroll taxes, office rent, and other office expenses to
the Estate of J. R. Parten.
5. Proceeds in the amount of $4,000 from ranch labor income received by
the Company from a company owned by the Estate of J. R. Parten.
6. Rental income in the approximate amount of $3,000 received from a
company owned by John R. Parten.
7. Rental income in the amount of $9,000 received by the Company from
a company owned by the Estate of J. R. Parten.
8. Capital expenditures in the amount of $39,000 for equipment and labor
charges for the construction of the pecan grove irrigation system,
paid to a company owned by John R. Parten.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
the Company's Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors
and greater than ten percent shareholders are required by the regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
on written representations from certain reporting persons, the Company believes
that none of its officers, directors or ten percent shareholders failed to
timely file a Form 3.
APPROVAL OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Subject to approval by stockholders at the Annual Meeting, the Board of
Directors has selected the independent certified public accounting firm of
Mattison and Riquelmy to audit the Company's financial statement for the 1996
fiscal year. It is expected that representatives of Mattison and Riquelmy will
be present at the Stockholders meeting, will have the opportunity to make a
statement if they so desire, and will be available to respond to appropriate
questions.
The Company's consolidated financial statements for the year ending
October 31, 1995, were examined by Mattison and Riquelmy. In connection with
the audit function, Mattison and Riquelmy also reviewed the Company's Annual
Report to stockholders and its filing with the Securities and Exchange
Commission.
The Board of Directors has approved each professional service provided by
Mattison and Riquelmy during the previous year. It has also adopted procedures
whereby it approves, in advance, the types of professional services for which
the Company may retain Mattison and Riquelmy and reviews each service provided
by Mattison and Riquelmy to ensure that the services provided were within the
scope of prior approval.
As part of the approval process, the Board of Directors considers whether
the performance of each professional service impairs the independence of
Mattison and Riquelmy as auditors of the Company.
OTHER MATTERS
It is not intended that any matters other than the election of directors
and approval of the selection of independent public accountants will be brought
before the meeting. The Board of Directors is not aware of any matters
proposed to be presented at the meeting by any other person.
A copy of the Annual Report outlining the Company's operations during the
fiscal year ending October 31, 1995, is enclosed.
For the Board of Directors
John R. Parten
President
Houston, Texas
February 16, 1996
