<PAGE>
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
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
___ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
<PAGE>
OGDEN MCDONALD & COMPANY
(Name of Registrant as Specified in Its Charter)
OGDEN MCDONALD & COMPANY
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
_X_ $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(I)(l), 14a-6(I)(2)
or Item 22(a)(2) of Schedule 14A.
___ $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 O-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 (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:
---------------------------------------------
___ 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.:
----------------
3) Filing Party:
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4) Date Filed:
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<PAGE>
OGDEN MCDONALD & COMPANY
1300 POST OAK BOULEVARD, 9TH FLOOR
HOUSTON, TEXAS 77056
_________________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
_________________________________________
Notice is hereby given that a Special Meeting of Shareholders of Ogden
McDonald & Company will be held on October 11, 1996, at 10:00 a.m., Central
Time, at the offices of Ogden McDonald & Company, 1300 Post Oak Boulevard, 9th
Floor, Houston, Texas 77056, to consider the following matters:
1. An amendment to the Company's Articles of Incorporation changing the
Company's name to "Worldwide Petromoly, Inc.";
2. An amendment to the Company's Articles of Incorporation to limit the
personal liability of the Company's Directors to the Company or its
shareholders for monetary damages for certain breaches of their fiduciary
duties; and
3. The transaction of such other business as may properly come before
the meeting or at any adjournment or adjournments thereof.
Said meeting may be adjourned from time to time without other notice
than by announcement at said meeting, or at any adjournment thereof, and any
and all business for which said meeting is hereby noticed may be transacted at
any such adjournment.
Only holders of the Company's no par value common stock of record at the
close of business on September 27, 1996, will be entitled to notice of and to
vote at the meeting and at any adjournment or adjournments thereof.
All shareholders, whether or not they expect to attend the meeting in
person, are urged to sign and date the enclosed Proxy and return it promptly
by placing it in the mail. The giving of a proxy will not affect your right
to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Gilbert Gertner, Chairman of the Board
Houston, Texas
September 27, 1996
<PAGE>
OGDEN MCDONALD & COMPANY
1300 POST OAK BOULEVARD, 9TH FLOOR
HOUSTON, TEXAS 77056
__________________________________
PROXY STATEMENT
__________________________________
Special Meeting of Shareholders
October 11, 1996
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Ogden McDonald & Company (the "Company"), for use at the
Company's Special Meeting of Shareholders to be held at the Company's offices
on October 11, 1996, at 10:00 a.m., Central Time, and at any adjournment
thereof. It is anticipated that this Proxy Statement and the accompanying
Proxy will be mailed to the Company's shareholders on or about September 30,
1996.
Any person signing and returning the enclosed Proxy may revoke it at any
time before it is voted by giving written notice of such revocation to the
Company, or by voting in person at the Meeting. The expense of soliciting
proxies, including the cost of preparing, assembling and mailing this proxy
material to shareholders, will be borne by the Company. It is anticipated
that solicitations of proxies for the Meeting will be made only by use of the
mails; however, the Company may use the services of its Directors, Officers
and employees to solicit proxies personally or by telephone, without
additional salary or compensation to them. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons, and the Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred by them in that connection.
All shares represented by valid proxies will be voted in accordance
therewith at the Meeting.
The securities entitled to vote at the Special Meeting consist of all of
the issued and outstanding shares of the Company's no par value common stock
(the "Common Stock"). The close of business on September 27, 1996, has been
fixed by the Board of Directors of the Company as the record date. Only
shareholders of record as of the record date may vote at the Special Meeting.
As of the record date, there were 16,007,500 shares of Common Stock issued and
outstanding.
Each shareholder of record as of the record date will be entitled to one
vote for each share of Common Stock held as of the record date. Cumulative
voting is not permitted. The presence at the Special Meeting of the holders
of an amount of shares of Common Stock and proxies representing the right to
vote shares of Common Stock of a majority of the number of shares of the
Common Stock outstanding as of the record date will constitute a quorum for
transacting business.
The affirmative vote of the holders of the following number of shares of
Common Stock entitled to vote is required for the following designated
actions:
ACTION TO BE TAKEN VOTE REQUIRED
1. Approval of Amendments to Majority of Common
Articles of Incorporation Stock Outstanding
<PAGE>
The affirmative vote of the majority of the shares represented at the
Special Meeting will be required to approve any other matters that may come
before the Special Meeting. Current management, which controls voting power
with respect to approximately 79% of the shares entitled to vote at the
Special Meeting, have indicated that they will vote for the approval of the
matter listed above.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of September 27, 1996, as
to the shares of the Common Stock beneficially owned by each person who is the
beneficial owner of more than five percent (5%) of the Company's Common Stock,
each of the Company's Directors and by all of the Company's Directors and
Executive Officers as a group. Except as noted, each person has sole voting
and investment power with respect to the shares shown.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNERS BENEFICIAL OWNERSHIP OF CLASS
<S> <C> <C>
Petromoly Capital Partners 12,500,000<FN1> 78.1%
9th Floor
1300 Post Oak Boulevard
Houston, Texas 77056
Gilbert Gertner 11,790,000<FN1><FN2> 71.2%
9th Floor
1300 Post Oak Boulevard
Houston, Texas 77056
Robert Goldberg 1,310,000<FN1><FN3> 8.2%
15010 Falling Creek
Houston, Texas 77068
Lance Rosmarin -0- -0-
9th Floor
1300 Post Oak Boulevard
Houston, Texas 77056
All Directors and Officers 13,250,000<FN1><FN2> 79.1%
as a Group (5 Persons) <FN3><FN4>
_______________________
<FN>
<FN1>
Petromoly Capital Partners is a Texas general partnership and Gilbert Gertner
and Robert Goldberg are the two general partners. Mr. Gertner owns 90% of the
partnership and Mr. Goldberg owns 10% of the Partnership.
<FN2>
Includes 540,000 shares underlying currently exercisable options held by Mr.
Gertner.
<FN3>
Includes 60,000 shares underlying currently exercisable options held by Mr.
Goldberg.
<FN4>
Includes 150,000 shares underlying currently exercisable stock options held by
James Danner and Fred Lehman, officers of the Company's wholly-owned
subsidiary.
</FN>
</TABLE>
<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION CONCERNING NAME CHANGE
The Company is proposing to amend the Articles of Incorporation to
change the name of the Company to "Worldwide Petromoly, Inc." This change is
being proposed to reflect the Company's recent acquisition of the Texas
corporation named Worldwide Petromoly Corporation.
VOTING AND BOARD OF DIRECTORS RECOMMENDATIONS
An affirmative vote of a majority of the shares outstanding will be
required to approve the proposed amendment to the Company's Articles of
Incorporation. The Board of Directors recommends approval of the amendment.
AMENDMENT TO ARTICLES OF INCORPORATION
CONCERNING LIMITATION OF LIABILITY OF DIRECTORS
The Board of Directors is proposing to amend the Company's Articles of
Incorporation by adding a new Article to the Company's Articles of
Incorporation as follows:
"THIRTEENTH: No Director shall be liable to the Corporation or any
shareholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (a) shall be liable
under C.R.S. Section 7-108-403 or any amendment thereto or successor provision
thereto; (b) shall have breached the director's duty of loyalty to the
Corporation or its shareholders; (c) shall have not acted in good faith or, in
failing to act, shall not have acted in good faith; (d) shall have acted or
failed to act in a manner involving intentional misconduct or a knowing
violation of law; or (e) shall have derived an improper personal benefit.
Neither the amendment nor repeal of this Article, nor the adoption of any
provision in the Articles of Incorporation inconsistent with this Article,
shall eliminate or reduce the effect of this Article in respect of any matter
occurring prior to such amendment, repeal or adoption of an inconsistent
provision. This Article shall apply to the full extent now permitted by
Colorado law or as may be permitted in the future by changes or enactments in
Colorado law, including without limitation C.R.S. Section 7-102-102 and/or
C.R.S. Section 7-108-402."
In performing their duties, directors of a Colorado corporation are
obligated as fiduciaries to exercise their business judgment and act in what
they reasonably determine in good faith, after appropriate consideration, to
be in the best interest of the corporation and its stockholders. Decisions
made on that basis are protected by the so called "business judgment rule"
which is designed to protect directors from personal liability to the
corporation or its stockholders when their business decisions are subsequently
challenged. However, due to the expense of defending lawsuits, the frequency
with which unwarranted litigation is brought against directors and the
inevitable uncertainties with respect to the application of the business
judgment rule to particular facts and circumstances, directors and officers of
a corporation rely on indemnity from, and insurance procured by, the
corporation they serve as a financial backstop in the event of such expenses
or liability. There have been no such lawsuits filed against the Company in
the past, and there is no pending or threatened litigation. The Colorado
legislature has recognized that adequate insurance and indemnity provisions
are often a condition precedent to an individual's willingness to serve as a
director of a Colorado corporation. The Colorado Business Corporation Act has
for some time specifically permitted corporations to provide indemnity and
procure insurance for their directors and officers.
<PAGE>
Changes in the market for directors and officers liability insurance
have resulted in the unavailability for directors and officers of many
corporations of any meaningful liability insurance coverage. Insurance
carriers have in certain cases declined to renew existing directors and
officers liability policies, or have increased premiums to such an extent that
the cost of obtaining such insurance becomes prohibitive. Moreover, policies
often exclude coverage for areas where the service of qualified independent
directors is most needed. For example, many policies do not cover liabilities
or expenses arising from directors and officers activities in response to
attempts to take over a corporation. Such limitations on the scope of
insurance coverage, along with high deductibles and low limits of liability,
have undermined meaningful directors and officers liability insurance
coverage.
The unavailability of meaningful directors and officers liability
insurance is attributable to a number of factors, many of which are affecting
the liability insurance industry generally, including the granting of
unprecedented damage awards and reduced investment income on insurance company
investments.
According to published sources, the inability of corporations to provide
meaningful director and officer liability insurance has had a damaging effect
on the ability of public corporations to recruit and retain outside directors.
Although the Company has not directly experienced this problem, the Company's
Board of Directors believes that the Company should take every possible step
to ensure that it will continue to be able to attract the best possible
officers and directors.
Recognizing the potential threat to Colorado corporations the Colorado
legislature enacted amendments of the Colorado Business Corporation Act
designed to permit Colorado corporations to limit direct liability under
certain circumstances. The proposed amendment to the Articles of
Incorporation is consistent with the amendments to the Colorado Business
Corporation Act. The primary purpose of the proposed Amendment and the reason
it is being recommended to stockholders is to ensure that the Company will
continue to be able to attract individuals of the highest quality and ability
to serve as its officers and directors.
Legal obligations of corporate directors fall into two broad categories,
the duty of loyalty and the duty of care. By assuming his or her office, the
corporate director commits allegiance to the corporate enterprise and acknow-
ledges that the best interests of the Company and its shareholders must
prevail over any individual interest of his or her own. The basic principal
inherent in this duty of loyalty is that the director should not use his or
her corporate position to make a personal profit or to gain other personal
advantage. In addition to owing a duty of loyalty to the Company, the
corporate director also assumes a duty to act carefully in fulfilling the
important task of monitoring and directing the activities of corporate
management. This duty of care incorporates a standard of performance in any
exercise of one's duties as a director, including duties as a member of any
committee of the Board of Directors, to act in good faith, in a manner
reasonably believed to be in the best interests of the Company, and with such
care as any ordinarily prudent person in a like position would use under
similar circumstances.
The problem alleviated by the proposed Amendment is the exposure of
directors to personal liability for monetary damages for negligence or gross
negligence, in the exercise of their duty of care, as those terms have been
interpreted and applied by the courts of various jurisdictions in a number of
factual settings. Directors in making corporate decisions have traditionally
<PAGE>
been protected by the business judgment rule which provides that a court will
not, in retrospect, substitute its own judgment for a business decision of the
directors of the Company. However, if a court determines that a director's
actions were grossly negligent, the director may be held liable for monetary
damages even though (1) the director acted in good faith and in the honest
belief that the action taken was in the best interests of the Company; and (2)
the director derived no personal benefit from the action taken. The recent
court decisions pertaining to director liability have raised concern among
many directors, attorneys and commentators that, despite careful counseling,
directors could be exposed to substantial personal monetary liability. The
concern of directors related to being "second guessed" on the extent of their
gathering of information in relation to a proposed transaction and their
deliberative process. Accordingly, directors have become increasingly
reluctant to serve on boards, particularly in the absence of adequate
liability insurance coverage.
The Board believes that the proposed Amendment will reduce the costs and
risks to the Company of unwarranted stockholder litigation because monetary
damages will not be available to plaintiffs and their attorneys.
Nevertheless, stockholders will still have remedies available to them for
breach of fiduciary duties by directors. Monetary damages would be available
against any director who breached the duty of loyalty to the Company and its
stockholders, who did not act in good faith, who engaged in intentional
misconduct or a knowing violation of law, or who gained improper personal
advantage. Further, the Amendment will have no effect on the availability of
equitable remedies, such as injunctive relief, rescission or removal of
directors, or on actions of any nature against non-director officers of the
Company.
The proposed Amendment is intended to relieve the directors of the
Company from any personal liability to the Company or its stockholders because
of a breach of the directors' duty of care, except in the instances listed
above, whether the liability arises under state or federal law. There may be
certain liabilities, such as those under the federal securities laws, as to
which a court could hold that the proposed Amendment does not relieve a
director from personal liability to the Company or its stockholders. The
proposed Amendment will have no effect on any act or omission by the directors
which occurred prior to the date the proposed Amendment becomes effective
(which will not occur until it has been adopted by the stockholders of the
Company and until Articles of Amendment to the Articles of Incorporation are
filed with the Secretary of State of Colorado).
If the Colorado Business Corporation Act is amended in the future to
eliminate or further limit or increase the liability of a director, such
subsequent change would also apply to the Company. Any repeal or modification
of the provisions of the Amendment by the stockholders of the Company shall
not adversely affect any right of, or protection afforded to, a director of
the Company existing at the time of the repeal or modification.
VOTING AND BOARD OF DIRECTORS RECOMMENDATIONS
An affirmative vote of a majority of the shares outstanding will be
required to approve the proposed amendment to the Company's Articles of
Incorporation.
The Board of Directors recommends approval of the proposed amendment to
the Articles of Incorporation.
<PAGE>
SHAREHOLDER PROPOSALS
The Board of Directors has not yet determined the date on which the next
annual meeting of shareholders will be held. Any proposal by a shareholder
intended to be presented at the Company's next annual meeting of shareholders
must be received at the offices of the Company a reasonable amount of time
prior to the date on which the information or proxy statement for that meeting
are mailed to shareholders in order to be included in the Company's
information or proxy statement relating to that meeting.
OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was
not aware of any other matter to be presented at the Meeting other than as set
forth herein. A majority vote of the shares outstanding is necessary to
approve any such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Gilbert Gertner, Chairman of the Board
Houston, Texas
September 27, 1996
<PAGE>
OGDEN MCDONALD & COMPANY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Gilbert Gertner with the power to
appoint his substitute, and hereby authorizes him to represent and to vote as
designated below, all the shares of common stock of Ogden McDonald & Company
held of record by the undersigned on September 27, 1996, at the Special
Meeting of Shareholders to be held on October 11, 1996, or any adjournment
thereof.
1. An amendment to the Company's Articles of Incorporation changing
the Company's name to "Worldwide Petromoly, Inc."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. An amendment to the Company's Articles of Incorporation to limit the
personal liability of the Company's directors to the Company or its
shareholders for monetary damages for certain breaches of their fiduciary
duties.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact 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 SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSAL NOS. 1 and 2.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORD-
ANCE WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THIS PROXY CONFERS DISCRE-
TIONARY AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF
THE MAILING OF THE NOTICE OF THE SPECIAL MEETING OF SHAREHOLDERS TO THE
UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement furnished therewith.
Dated: _______________, 1996
__________________________________________
__________________________________________
Signature(s) of Shareholders(s)
Signature(s) should agree with the name(s)
appearing hereon. Executors, administra-
tors, trustees, guardians and attorneys
should indicate when signing. Attorneys
should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF OGDEN
MCDONALD & COMPANY. PLEASE SIGN AND RETURN THIS PROXY BY PLACING IT IN THE
ENCLOSED PRE-ADDRESSED ENVELOPE. THE GIVING OF A PROXY WILL NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
