SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X|
-
Filed by a Party other than the Registrant |_|
Check the appropriate box:
| | Preliminary Proxy Statement |_| Confidential For Use of the
Commission Only (as Permit-
ted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
WORLDWIDE PETROMOLY, INC.
-------------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee: (Check the appropriate box):
|X | No fee required
|_| Fee computed on table below per Exchange Act
Rule 14a-6(I)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
- -----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -----------------------------------------------------------------
<PAGE>
(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.
|_| 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 the filing.
(1) Amount Previously Paid:
- -----------------------------------------------------------------
(2) For, Schedule or Registration Statement No.:
- -----------------------------------------------------------------
(3) Filing Party:
- -----------------------------------------------------------------
(4) Date Filed:
- -----------------------------------------------------------------
<PAGE>
WORLDWIDE PETROMOLY, INC.
1300 POST OAK BOULEVARD, SUITE 1985
HOUSTON, TEXAS 77056
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 1999
The Annual Meeting of Stockholders (the "Annual Meeting") of Worldwide
Petromoly, Inc. (the "Company") will be held at 1300 Post Oak Boulevard, 4th
Floor Conference Room, Houston, Texas 77056 on May 19, 1999 at 10:00 AM (CST)
for the following purposes:
(1) To elect three (3) directors.
(2) To ratify the selection of Jackson & Rhodes, P.C. as the Company's
independent auditor for the fiscal year ending June 30, 1999.
(3) To act upon such other business as may properly come before the
Annual Meeting.
Only holders of common stock of record at the close of business on March 15,
1999 will be entitled to vote at the Annual Meeting or any adjournment thereof.
You are cordially invited to attend the Annual Meeting. Whether or not you plan
to attend the Annual Meeting, please sign, date and return your proxy to us
promptly. Your cooperation in signing and returning the proxy will help avoid
further solicitation expense.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gilbert Gertner
----------------
Chairman of the Board
April 20, 1999
Houston, Texas
<PAGE>
WORLDWIDE PETROMOLY, INC.
1300 POST OAK BOULEVARD, SUITE 1985
HOUSTON, TEXAS 77056
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 1999
This proxy statement (the "Proxy Statement") is being furnished to
stockholders (the "Stockholders") in connection with the solicitation of proxies
by and on behalf of the Board of Directors of Environmental Safeguards, Inc., a
Colorado corporation (the "Company") for their use at the Annual Meeting (the
"Annual Meeting") of Stockholders of the Company to be held at 1300 Post Oak
Boulevard, 4th Floor Conference Room, Houston, Texas 77056 on May 19, 1999 at
10:00 AM (CST), and at any adjournments thereof, for the purpose of considering
and voting upon the matters set forth in the accompanying Notice of Annual
Meeting of Stockholders (the "Notice"). This Proxy Statement and the
accompanying form of proxy (the "Proxy") are first being mailed to Stockholders
on or about April 20, 1999. The cost of solicitation of proxies is being borne
by the Company.
The close of business on March 15, 1999, has been fixed as the record date
for the determination of Stockholders entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof. As of record date, there were
18,844,250 shares of the Company's common stock, no par value (the "Common
Stock"), issued and outstanding. The presence, in person or by proxy, of at
least a majority of the outstanding shares of Common Stock on the record date is
necessary to constitute a quorum at the Annual Meeting. Each share is entitled
to one vote on all issues requiring a Stockholder vote at the Annual Meeting.
Each nominee for Director named in Number 1 must receive a majority of the votes
cast in person or by proxy in order to be elected. Stockholders may not
cumulate their votes for the election of Directors. The affirmative vote of a
majority of the shares of Common Stock present or represented by proxy and
entitled to vote at the Annual Meeting is required for the approval of Number 2
set forth in the accompanying Notice.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Annual Meeting in accordance
with the directions on the proxies. If no direction is indicated, the shares
will be voted (i) FOR THE ELECTION OF THE NOMINEES NAMED HEREIN, AND (ii) FOR
THE RATIFICATION OF JACKSON & RHODES, P.C. AS THE COMPANY'S INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING JUNE 30, 1999. The Board of Directors is not aware
of any other matters to be presented for action at the Annual Meeting. However,
if any other matter is properly presented at the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote in accordance with
their best judgment on such matters.
1
<PAGE>
The enclosed Proxy, even though executed and returned, may be revoked at
any time prior to the voting of the Proxy (a) by execution and submission of a
revised proxy, (b) by written notice to the Secretary of the Company, or (c) by
voting in person at the Annual Meeting.
_________________________________________________________
(1) TO ELECT THREE (3) DIRECTORS FOR THE ENSUING YEAR
_________________________________________________________
NOMINEES FOR DIRECTORS
The persons named in the enclosed Proxy have been selected by the Board of
Directors to serve as proxies (the "Proxies") and will vote the shares
represented by valid proxies at the Annual Meeting of Stockholders and
adjournments thereof. They have indicated that, unless otherwise specified in
the Proxy, they intend to elect as Directors the nominees listed below. All the
nominees are presently members of the Board of Directors. Each duly elected
Director will hold office until his successor shall have been elected and
qualified.
Unless otherwise instructed or unless authority to vote is withheld, the
enclosed Proxy will be voted for the election of the nominees listed below.
Although the Board of Directors of the Company does not contemplate that any of
the nominees will be unable to serve, if such a situation arises prior to the
Annual Meeting, the persons named in the enclosed Proxy will vote for the
election of such other person(s) as may be nominated by the Board of Directors.
The Board of Directors unanimously recommends a vote FOR the election of
each of the nominees listed below.
BUSINESS EXPERIENCE
GILBERT GERTNER, age 74, has served as the Chairman of the Board of the
Company since July 22, 1996, and Chairman of the Board and CEO of Worldwide
Petromoly Corporation since April 15, 1993. Gilbert Gertner was born and raised
in New York City and entered the real estate business in New York in 1946 as a
real estate salesman. He became a partner in the firm, with holdings in several
states consisting of hospitals, motels and office buildings and other
businesses. In 1964, Mr. Gertner came to Houston where he had major holdings.
In 1965 he entered the apartment business with a purchase of 1,900 apartments.
He became involved in general real estate and specifically in the area of
apartments, motels, mobile home parks, restaurant franchising, nursing homes,
hospitals, land developments and businesses. From 1977 to 1992, he was the
senior partner of Gertner, Aron, Ledet and Lewis Investments, an investment
company which was involved in apartment construction, shopping center
development, mini-warehouse development, business purchases, financing and
medical investments. In 1992, Mr. Gertner formed his own company, Gertner
Investments. He serves on the Board of Directors of one of his companies, CXR
2
<PAGE>
Telecom Communications, located in San Jose, California. He has served, or
still serves as Chairman of the Board of several public and privately held
corporations which include: DATA Systems Software, Inc. (NASDAQ -- DSSI), which
provides sophisticated software services and products to commercial and military
customers (1990 - 1991); Citadel Computer Systems, Inc. (OTCBB -- CITN), which
produces a line of network security computer software (1992 to March, 1999); GGR
Oil, Inc., which manages a chain of Texaco Express Lube centers, and Pennzoil
related lube centers, located in Texas and Florida, which employs over 100
people (1993 to present). He has owned and operated many hospitals, including
Pasadena General, Medical Arts Hospital Building, Southmore Hospital and
Peachtree Hospital (Atlanta), Villa Capri (Austin, Texas), and the Villa Inn
(Dallas, Texas). He has also owned and operated over 6,000 apartment units in
Houston and Pasadena, Texas. In 1990, Mr. Gertner was honored with the Zionist
Organization of America ("ZOA") "Man of the Year" award, commending him has a
civic leader and humanitarian. Mr. Gertner is a member of Congregation Beth
Yeshuran. He has served in numerous communal activities in the UJA Prime
Minister's Mission. Mr. Gertner spends approximately 80% of his time on the
Company's business.
LANCE ROSMARIN, age 37, has served as President since January, 1998, and as
Director, Chief Financial and Accounting Officer and Secretary the Company since
July 22, 1996, and as Secretary, Treasurer and a Director of Worldwide Petromoly
Corporation since April 15, 1993. Since 1993, he has been a partner in Gertner
Investments, an investment company with investments in real estate and other
businesses. From 1990 until 1993, Mr. Rosmarin was employed by Gertner, Aron,
Ledet and Lewis Investments. He has served as Secretary, Vice President and a
director of GGR Oil, Inc. since 1993, and as Vice President and a director of
National Recycling Group since 1994. He also served as Secretary, Vice
President and a director of Citadel Computer Systems, Inc., a public company,
from 1993 until March 1996. Mr. Rosmarin received a Bachelor of Science Degree
in Finance and Marketing from the University of Texas in 1985, and an MBA Degree
in Finance from the University of Texas in 1988. Mr. Rosmarin spends
approximately 95% of his time on the Company's business.
NORTON COOPER, age 67, became a Director of the Company in January 1998.
In the past, he created a Fortune 500 company and was one of North America=s
leaders in the conglomerate era of the 1960's. Mr. Cooper has participated in
many private and public ventures. Since 1992, Mr. Cooper has been the chief
executive officer of Financial Entrepreneurs Incorporated of Las Vegas.
Gilbert Gertner is the step-father of Lance Rosmarin. There is no family
relationship between any other officer and director of the Company.
EXECUTIVE OFFICERS
Mr. Gertner and Mr. Rosmarin are the only executive officers of the
Company.
3
<PAGE>
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
Mr. Gertner and Mr. Rosmarin are the only directors of the Company who are
also officers of the Company.
The Board of Directors held two meetings during fiscal year ended June 30,
1998. All Directors were present for all of the meetings. The Board took
action by unanimous written consent three times during fiscal year ended June
30, 1998. Nominees for Director were selected by the entire Board.
The Company believes that all reports required by Section 16(a) of the
Exchange Act for the most recent fiscal year have been timely filed.
The following table reflects all forms of compensation for services to the
Company for the fiscal years ended June 30, 1998, 1997 and 1996 of the Chief
Executive Officers of the Company. No executive officer of the Company, other
than Gilbert Gertner, received compensation which exceeded $100,000 during the
fiscal year ended June 30, 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION ALL OTHER
---------------------- -------------------------------------- -------
OTHER AWARDS PAYOUTS
---------- ----------------------
NAME AND ANNUAL RESTRICTED SECURITIES
PRINCIPAL COMPEN- STOCK UNDERLYING LTIP
POSITION YEAR SALARY BONUS SATION (1) AWARDS OPTIONS/SARS PAYOUTS
- --------------- ---- -------- ------ ----------- ---------- ------------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Gilbert Gertner 1998 $110,000 -0- $ 11,400 -0- 95,000 (2) -0- -0-
CEO 1997 $110,000 $6,000 $ 9,900 -0- 540,000 (3) -0- -0-
1996 -0- -0- -0- -0- -0- -0- -0-
_______________
<FN>
(1) Automobile allowance.
(2) Options vested in December 1997, and expire in December 2002.
(3) Options vested in August 1996, and expire in July 2001.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
----------------------------
Percent of
Number of Total
Securities Options/SARs
Underlying Granted To Exercise
Options/SARs Employees Or Base
Granted In Fiscal Price Expiration
Name (#) Year ($/Sh) Date
- --------------- ------------- ------------- ---------- -----------------
<S> <C> <C> <C> <C>
Gilbert Gertner 95,000 50% $ 0.61 December 31, 2002
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
Number Of
Securities Value Of
Underlying Unexercised
Unexercised In-The-Money
Options/SARs At Options/SARs At
Fiscal Year-End Fiscal Year-End
Shares Value (#) ($)
Acquired On Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
- --------------- ---------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Gilbert Gertner -0- -0- 635,000 / 0 0 / 0
</TABLE>
DIRECTOR COMPENSATION
The Company does not currently pay any cash directors' fees, but it pays
the expenses of its directors in attending board meetings. In January, 1998 the
Company compensated Mr. Cooper with 500,000 shares of restricted common stock of
the Company and with an option to purchase 500,000 shares of common stock of the
Company at an exercise price of $2.00 which expires on January 7, 2003.
EMPLOYMENT AGREEMENTS
Effective August 1, 1996, Worldwide Petromoly Corporation entered into a
five year employment with Mr. Gertner, which provides that Mr. Gertner receive
$144,000 in compensation during the second year of the agreement, and $180,000
per year during the final three years of the agreement. The agreement also
provides that Mr. Gertner receive $950 per month as an automobile allowance.
The agreement also contains a non-compete provision during the term of the
agreement and for a period of five years following the termination of the
agreement. In October, 1998, Mr. Gertner agreed to defer the annual
compensation due him under the employment agreement in order to improve the
Company's cash position. Mr. Gertner has agreed to defer payments due him under
the employment agreement until such time as the Company has excess cash flow to
allow for the repayment of the deferral.
5
<PAGE>
STOCK OPTION PLAN
During July 1996, the Board of Directors adopted a Stock Option Plan (the
"Plan"), and in July 1996, the Company's shareholders approved the Plan. The
Plan as amended authorized the issuance of options to purchase up to 3,500,000
shares of the Company's Common Stock. The Plan allows the Board to grant stock
options from time to time to employees, officers, directors and consultants of
the Company. The Board has the power to determine at the time that the option
is granted whether the option will be an Incentive Stock Option (an option which
qualifies under Section 422 of the Internal Revenue Code of 1986) or an option
which is not an Incentive Stock Option. Vesting provisions are determined by
the Board at the time options are granted.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 12, 1999, the stock ownership
of each person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each officer and director individually,
and all officers and directors as a group. Each person has sole voting and
investment power over the shares except as noted.
<TABLE>
<CAPTION>
Amount and Nature Common Stock
Name and Address of Beneficial Ownership Percent of Class
- -------------------------------- ------------------------ -----------------
<S> <C> <C>
Gilbert Gertner 11,053,000 (1) 53.4%
1300 Post Oak Boulevard, Direct
Houston, Texas 77056
Lance Rosmarin 145,000 (2) 0.7%
1300 Post Oak Boulevard, Direct
Houston, Texas 77056
Norton Cooper 1,000,000 (3) 4.8%
1300 Post Oak Boulevard, Direct
Houston, Texas 77056
All Directors and Officers
as a Group (3 Persons) 12,198,000 57.2%
_______________________________
<FN>
(1) Includes 553,000 shares underlying currently exercisable options held by
Mr. Gertner.
(2) Includes 145,000 shares underlying currently exercisable options held by
Mr. Rosmarin.
(3) Includes 500,000 shares underlying currently exercisable options held by
Mr. Cooper.
</TABLE>
The Company knows of no arrangement or understanding, the operation of
which may at a subsequent date result in a change of control of the Company.
6
<PAGE>
RELATED TRANSACTIONS
ACQUISITION OF WORLDWIDE PETROMOLY CORPORATION
On July 22, 1996, the Company completed the acquisition of 100% of the
outstanding common stock of Worldwide Petromoly Corporation in exchange for
14,507,500 shares of the Company's Common Stock (approximately 90.6% of the
shares now outstanding). The stock issuances were made pursuant to the
Agreement ("Agreement") between the Company and Worldwide Petromoly Corporation.
The terms of the Agreement were the result of negotiations between the
managements of the Company and Worldwide Petromoly Corporation. However, the
Board of Directors did not obtain any independent "fairness" opinion or other
evaluation regarding the terms of the Agreement, due to the cost of obtaining
such opinions or evaluations. A total of 12,500,000 of the shares issued in
connection with the acquisition of Worldwide Petromoly Corporation were issued
to Petromoly Capital Partners, which is a Texas general partnership. Gilbert
Gertner and Robert Goldberg are the two general partners and Mr. Gertner owns
90% of the partnership and Mr. Goldberg owns 10% of the partnership. Mr.
Goldberg was a former Director of the Company. Petromoly Capital Partners
subsequently distributed its shares of the Company to its general partners.
OTHER TRANSACTIONS
In December, 1996 the Company loaned Citadel Computer Systems
Incorporated ("Citadel"), a company of which Mr. Gertner is a director, $500,000
pursuant to a short term promissory note which bore interest at the rate of 10%
per annum and was due in January, 1997 (the "Citadel Note"). The Citadel Note
was secured by 733,000 shares of common stock of Citadel. As part of the loan
transaction, the Company received warrants to purchase 150,000 shares of common
stock of Citadel at an exercise price of $.59 per share. In February, 1997,
Citadel paid the Company $250,000 as a principal reduction payment. As of June
30, 1997, the outstanding balance on the Citadel Note, which was in default, was
$267,289.
7
<PAGE>
In partial consideration for not foreclosing on the Citadel Note, on June
30, 1997, Commercial Capital Trading Corporation ("Commercial Capital"), a
company in which Mr. Gertner is a stockholder, agreed to enter into a new
promissory note with the Company in the amount of the then outstanding
obligation of Citadel (the "Commercial Capital Note"). The agreement by
Commercial Capital to execute this new note and to assume the obligations of
Citadel to the Company was part of a transaction between Citadel and Commercial
Capital, in which the Company was not a party. The Commercial Capital Note
provided for the payment to the Company of $5,000 per month and bore interest at
the rate of 10% per annum. The Commercial Capital Note was secured by the
accounts receivable of Commercial Capital. In October, 1997, the Company and
Commercial Capital agreed to restructure and modify the Commercial Capital Note,
which had a then outstanding balance of $204,000 to provide for an increase in
the monthly installment payments to the Company of the greater of (i) $10,000
per month or (ii) 15% of the proceeds received from the collection of accounts
receivable up to $100,000 and 50% of the collection of any accounts receivable
thereafter, for 12 months, with a final payment to the Company of the remaining
outstanding principal and interest, if any, due in the 13th month. The
Commercial Capital Note was secured by the accounts receivable of Commercial
Capital and the personnel guarantee of Mr. Gertner and another stockholder of
Commercial Capital. As of June, 1998, the Commercial Capital Note was paid off
in full.
From time to time, the Company's principal stockholder, Gilbert Gertner,
has made unsecured, non-interest bearing advances of working capital funds to
the Company. The outstanding balance of the advances as of June 30, 1998 and
June 30, 1997 were $120,000 and $312,573 respectively. Mr. Gertner has agreed
to defer repayment of the advances through June 30, 1999, unless excess cash
flow of the Company allows the repayment of the advances prior to that date.
The Board of Directors of the Company has adopted a policy that Company
affairs will be conducted in all respects by standards applicable to
publicly-held corporations and that the Company will not enter into any
transactions and/or loans between the Company and its officers, directors and 5%
stockholders unless the terms are no less favorable than could be obtained from
independent, third parties and will be approved by a majority of the
independent, disinterested directors of the Company.
_________________________________________________________
(2) TO RATIFY THE SELECTION OF JACKSON & RHODES, P.C.
AS THE COMPANY'S INDEPENDENT AUDITOR
FOR THE FISCAL YEAR ENDING JUNE 30, 1999.
_________________________________________________________
The Board of Directors has selected Jackson & Rhodes, P.C. as the Company's
independent auditor for the current fiscal year. The Board of Directors wishes
to obtain from the Stockholders a ratification of their action in appointing
Jackson & Rhodes, P.C. as independent auditor of the Company for the fiscal year
ending June 30, 1999. Such ratification requires the affirmative vote of a
majority of the shares of Common Stock present or represented by proxy and
entitled to vote at the Annual Meeting.
In the event the appointment of Jackson & Rhodes, P.C. as independent
auditor is not ratified by the Stockholders, the adverse vote will be considered
as a direction to the Board of Directors to select other independent auditors
for the fiscal year ending June 30, 1999.
A representative of Jackson & Rhodes, P.C. is expected to be present at the
Annual Meeting.
The Board of Directors unanimously recommends a vote FOR the ratification
of Jackson & Rhodes, P.C. as independent auditor for fiscal year ending June 30,
1999.
8
<PAGE>
On September 19, 1996, the Company's former auditors resigned and the
Company engaged BDO Seidman, LLP as its independent certified public accountants
for the fiscal year ended June 30, 1996. The details of this change in
accountants has been previously reported in the Company's Form 8-K dated
September 19, 1996.
BDO Seidman, LLP served until August 14, 1998, when BDO Seidman, LLP was
dismissed and the firm of Jackson & Rhodes, P.C. was appointed as the Company=s
independent auditors for the fiscal year ended June 30, 1998. The details of
this change in accountants has been previously reported in the Company's Form
8-K dated August 14, 1998 and filed with the Commission on August 20, 1998.
There were no disagreements between the Company and BDO Seidman whether
resolved or not resolved, on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved, would have caused them to make reference to the subject matter of the
disagreement in connection with their report.
The report of BDO Seidman for the past fiscal year did not contain any
adverse opinion or disclaimer of opinion, excepting a "going concern"
qualification, and was not qualified or modified as to uncertainty, audit scope
or accounting principles.
The decision to change principal accountants was submitted for approval to
the entire Board of Directors and made at their request.
Also, during the Company's most recent fiscal year, and since then, BDO
Seidman has not advised the Company that any of the following exist or are
applicable:
(1) That the internal controls necessary for the Company to develop
reliable financial statements do not exist, that information has come to their
attention that has lead them to no longer be able to rely on management's
representations, or that has made them unwilling to be associated with the
financial statements prepared by management;
(2) That the Company needs to expand significantly the scope of its audit,
or that information has come to their attention that if further investigated may
materially impact the fairness or reliability of a previously issued audit
report or the underlying financial statements or any other financial
presentation, or cause them to be unwilling to rely on management's
representations or be associated with the Company's financial statements for the
foregoing reasons or any other reason; or
(3) That they have advised the Company that information has come to their
attention that they have concluded materially impacts the fairness or
reliability of either a previously issued audit report or the underlying
financial statements for the foregoing reasons or any other reason.
9
<PAGE>
Prior to the engagement of Jackson & Rhodes as independent auditors, the
Company had not consulted Jackson & Rhodes regarding the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements or any other financial presentation whatsoever.
BDO Seidman provided the Company with a letter addressed to the Securities
and Exchange Commission in which BDO Seidman agreed with the disclosure
contained herein.
_________________________________________________________
(3) OTHER MATTERS
_________________________________________________________
The Board of Directors is not aware of any other matters to be presented
for action at the Annual Meeting. However, if any other matter is properly
presented at the Annual Meeting, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgement on such matters.
FUTURE PROPOSALS OF STOCKHOLDERS
The deadline for stockholders to submit proposals to be considered for
inclusion in the Proxy Statement for the year 2000 Annual Meeting of
Stockholders is September 30, 1999.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gilbert Gertner
Chairman of the Board
Houston, Texas
10
<PAGE>
PROXY
WORLDWIDE PETROMOLY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 1999
The undersigned hereby appoints Gilbert Gertner and Lance Rosmarin, and
each of them as the true and lawful attorneys, agents and proxies of the
undersigned, with full power of substitution, to represent and to vote all
shares of Common Stock of Worldwide Petromoly, Inc. held of record by the
undersigned on March 15, 1999 at the Annual Meeting of Stockholders to be held
on May 19, 1999 at 10:00 AM at 1300 Post Oak Boulevard, 4th Floor Conference
Room, Houston, Texas 77056, and at any adjournments thereof. Any and all
proxies heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR THE NOMINEES
LISTED IN NUMBER 1 AND FOR THE RATIFICATION IN NUMBER 2.
1. ELECTION OF DIRECTORS OF THE COMPANY. (INSTRUCTION: TO WITHHOLD
--------------------------
AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH, OR
-------------------------------------------------------------------------
OTHERWISE STRIKE, THAT NOMINEE'S NAME IN THE LIST BELOW.)
---------------------------------------------------------
|_| FOR all nominees listed |_| WITHHOLD authority to
below except as marked vote for all nominees
to the contrary below
Gilbert Gertner
Lance Rosmarin
Norton Cooper
2. PROPOSAL TO RATIFY THE SELECTION OF JACKSON & RHODES, P.C. AS THE
COMPANY'S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING JUNE 30, 1999.
|_| FOR |_| AGAINST |_| ABSTAIN
<PAGE>
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
|_| FOR |_| AGAINST |_| ABSTAIN
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
_____________________ ___________________________________
Number of Signature
Shares Owned
___________________________________
(Typed or Printed Name)
___________________________________
Signature if held jointly
___________________________________
(Typed or Printed Name)
DATED: ___________________________
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED
AT THE MEETING. PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY PROMPTLY.
