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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[x] Definitive Information Statement
National Environmental Service Co.
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(Name of Registrant As Specified In 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 to 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 of 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:
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[ ] 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 statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(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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[Logo] NESCO
December 7, 1999
Dear Shareholders,
Our board of directors has approved an amendment to our certificate of
incorporation to change our name to "NESCO, Inc." In recent years, we have
acquired several other companies and have expanded our business internally.
Consequently, we believe that we are now much more than an environmental service
company. In addition, most of our shareholders, customers, suppliers and
employees know us and refer to us as "NESCO." Thus, because of the distinctive
nature and goodwill that has become associated with this name, our board of
directors feels that it is appropriate to adopt NESCO, Inc. as our official
name.
Shareholders owning a majority of outstanding common stock, acting by
written consent, also approved this amendment. Thus, we will not have to hold a
meeting of shareholders or solicit proxies for this purpose. We are providing
this information statement to our shareholders simply to inform you of the name
change.
You can also get information about National Environmental Service Co. from
documents we have filed with the Securities and Exchange Commission. We
encourage you to read this entire document carefully.
Very truly yours,
/s/ Eddy L. Patterson
Eddy L. Patterson
Chairman of the Board and Chief Executive Officer
We Are Not Asking You for a Proxy and
You are not Requested to Send Us a Proxy
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National Environmental Service Co.
12331 East 60/th/ Street
Tulsa, Oklahoma 74146
INFORMATION STATEMENT
GENERAL INFORMATION
YOUR VOTE IS NOT REQUIRED
We are furnishing this information statement to all of the holders of our
common stock, par value $0.01 per share, in connection with the approval and
adoption of an amendment to our certificate of incorporation by a written
consent of the holders of a majority of our outstanding shares of common stock.
This information statement is being mailed on or about December 7, 1999 to all
shareholders of record at the close of business on December 7, 1999. As of that
date, there were 9,241,652 shares of common stock outstanding, each entitled to
one vote on each matter of business put to a shareholder vote.
On September 3, 1999, our Board of Directors approved an amendment to our
certificate of incorporation to change our name to "NESCO, Inc." On November 5,
1999, the written consent approving the amendment was signed by Eddy L.
Patterson, Dallin Bagley and E. R. Foraker, who are the beneficial owners of
4,723,346 shares of our common stock which represent approximately 51.11% of all
of our outstanding common stock at November 5, 1999. As a result, the
amendments to the certificate of incorporation were approved by the majority of
the issued and outstanding shares of common stock and no further votes will be
needed. The written consent will become effective on or about December 27,
1999, but in no event less than 20 days after we have mailed this information
statement to the shareholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This information statement is being provided pursuant to the requirements
of Rule 14c-2 promulgated under Section 13 of the Securities Exchange Act, as
amended, to inform holders of our common stock entitled to vote or give an
authorization or consent in regard to the action authorized by the written
consent, of the action being taken.
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NAME CHANGE
Our Board of Directors approved a proposal to amend our certificate of
incorporation to change our corporate name to "NESCO, Inc." In recent years, we
have acquired several other companies and we have expanded our business
internally. Consequently, we believe that we are now much more than an
environmental service company. In addition, most of our shareholders,
customers, suppliers and employees know us and refer to us as "NESCO." Thus,
because of the distinctive nature and goodwill that has become associated with
this name, we believe it appropriate to adopt it as our official name.
PRINCIPAL SHAREHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of October 31, 1999, the number and
percentage of shares of our common stock owned beneficially, by class and on a
combined basis, by (i) each current director, (ii) each executive officer, (iii)
all executive officers and directors as a group, and (iv) each person who is
known by us to own beneficially more than 5% of our common stock. Except as
otherwise indicated, the beneficial owners listed in the table have sole voting
and investment powers with respect to the shares.
<TABLE>
<CAPTION>
Number of Shares of
Common Stock Percent of
Name and Address of Beneficially Class
Beneficial Owner Owned (1) (1)
---------------- --------- ---
<S> <C> <C>
Eddy L. Patterson 3,032,258 32.8%
12331 E. 60/th/ Street
Tulsa, Oklahoma 74146
Albert A. McCutchan 125,041 1.4%
12331 E. 60/th/ Street
Tulsa, Oklahoma 74146
E. R. Foraker 293,588 3.2%
414 North Scottsdale Road
Suite 100
Scottsdale, Arizona 85251
Dallin Bagley 1,397,500 15.1%
2350 Oakhill Drive
Salt Lake City, Utah 84121
James Howell 24,574 *
12331 E. 60/th/ Street
Tulsa, Oklahoma 74146
</TABLE>
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<TABLE>
<S> <C> <C>
Larry G. Johnson 18,708 *
12331 E. 60/th/ Street
Tulsa, Oklahoma 74146
Charles Nance 23,000 *
12331 E. 60/th/ Street
Tulsa, Oklahoma 74146
Wesley Hill 684,990(2) 7.4%
12331 E. 60/th/ Street
Tulsa, Oklahoma 74146
All Executive Officers and Directors as a group 4,914,669 53.2%
(7 persons)
</TABLE>
_____________________________
* Less than one percent.
(1) Mr. Foraker's beneficial shares of 293,588 shares include 6,806 shares
owned by Sandra D. Foraker, his wife, and 5,000 shares owned by his
children. Mr. Foraker disclaims beneficial ownership of such shares.
(2) Mr. Hill's beneficial shares of 684,990 include 228,330 shares held in
escrow subject to possible forfeiture pursuant to an Escrow Agreement,
dated September 10, 1999, entered into with the Company in connection with
its acquisition of Summit Environmental Services, Inc.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the 2000 Annual
Meeting of Shareholders should be received by us at our principal executive
offices, 12331 East 60/th/ Street, Tulsa, Oklahoma 74146, on or before December
20, 1999 to be considered for inclusion in our proxy statement and accompanying
proxy for that meeting. In addition, if a shareholder wishes to present a
proposal at the 2000 Annual Meeting that will not be included in our proxy
statement and fails to notify the Company by March 2, 2000, then the proxies
solicited by the Board of Directors for the 2000 Annual Meeting of Shareholders
will include discretionary authority to vote on the shareholder's proposal in
the event that it is properly brought before the meeting.
By Order of the Board of Directors,
/s/ Larry G. Johnson
Larry G. Johnson, Secretary
Tulsa, Oklahoma
December 7, 1999
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