UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
of the
SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)
Date of Report October , 2003
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 Information Statement
[ ] Definitive Addition Materials
[ ] Soliciting Material Pursuant toss.240.14a-12
American Energy Production, Inc.
(Exact 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 Rules 14(c)-5(g) 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 (set forth the amount of which
the filing fee is calculated and state how it was determined): 0
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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
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registration statement number, or the Form or Schedule and the date
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American Energy Production Inc.
P. O. Box 1406, Mineral Wells, Texas 76068
(210) 410-8158
To the Stockholders of American Energy Production, Inc.:
This Proxy Statement is furnished to the stockholders of American Energy
Production, Inc., a Delaware corporation (AMEP), in connection with the
following corporate action to be considered at a special meeting of shareholders
to held on November , 2003:
° Amendment to the Certificate of Incorporation increasing the
number of authorized $0.0001 par value shares of the Common
Stock from 100,000,000 to 500,000,000 and authorization of a
class of preferred stock. The number of preferred shares
authorized will be 5,000,000, with a par value of $0.0001 per
share.
AMEP is asking you for a proxy and you are requested to send a proxy. Your vote
or consent is requested or required to approve the above amendments to AMEP's
article of incorporation.
Only stockholders of record at the close of business on October , 2003 shall be
given a copy of the Proxy Statement.
By Order of the Board of Directors
Charles Bitters, President
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting of Shareholders (the "Meeting") of American Energy
Production, Inc. ("AMEP") will be held at the offices of AMEP, on ,
November , 2003 at 10:00 a.m. (Central Time), , Mineral
Wells, Texas.
At the Meeting, shareholders of AMEP will be asked to approve an
amendment to the Certificate of Incorporation of AMEP to authorize the creation
of 5,000,000 shares of Preferred Stock and to increase the total number of
authorized shares of common stock to Five Hundred Million (500,000,000) shares
of common stock.
PROPOSAL ONE: To approve an Amendment to the Certificate of
Incorporation increasing the number of authorized $0.0001 par value shares of
the Common Stock from 100,000,000 to 500,000,000 and to authorize a number of
preferred shares in the amount of 5,000,000 shares with a par value of $0.001.
Shareholders of record at the close of business on October , 2003 are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By Order of the Board of Directors
Charles Bitter, President
PROXY STATEMENT
AMERICAN ENERGY PRODUCTION, INC.
P. O. Box 1406
Mineral Wells, Texas 76068
MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER , 2003
This proxy statement is furnished in connection with the solicitation
by the Board of Directors (the "Board") of American Energy Production, Inc.
("AMEP") of voting instructions to be voted at a meeting of Shareholders and all
adjournments thereof (the "Meeting"), to be held in the offices of AMEP, located
at , Mineral Wells, Texas on , November , 2003 at 10:00 a.m.
(Central Time). The approximate mailing date of this proxy statement and the
accompanying voting instruction form is October , 2003.
The purpose of the Meeting is to permit the shareholders of AMEP (the
"Shareholders") to consider a proposal, to authorize an amendment to the
Certificate of Incorporation for the creation of a class of preferred stock with
Five Million authorized shares with a par value of $0.0001 and that would
authorize the amendment of the Certificate of Incorporation to increase the
number of authorized shares of common stock with a par value of $0.001 from from
the present number of 100,000,000 to 500,000,000.
In the proposal, all Shareholders of AMEP are being asked to authorize
AMEP to amend its Certificate of Incorporation to create a class of preferred
stock. The number of shares to be authorized would be 5,000,000, with the par
value designated at $0.0001 per share and to authorize AMEP to amend its
Certificate of Incorporation to increase the number of its authorized, par value
$0.001 common stock from its present number of 100,000,000 to a total of
500,000,000.
The record date for determining Shareholders entitled to vote at the
Meeting is October , 2003. Each share of common stock is entitled to one vote on
each matter to be considered at the Meeting. As of the date of this Proxy
Statement the total number of issued and outstanding shares of AMEP's common
stock is 83,411,919.
To approve the proposal a majority vote of the shares of common stock
represented at the Meeting in person or by proxy is required to approve the
proposed action.
Voting instructions given pursuant to this solicitation may be revoked
at any time prior to their exercise by filing with AMEP a written notice of
revocation prior to the Meeting, by delivering a duly authorized voting
instruction form bearing a later date, or by attending the Meeting and voting in
person.
INCREASE THE AUTHORIZED COMMON STOCK OF THE COMPANY
AMEP's Certificate of Incorporation, as currently in effect, authorizes AMEP to
issue up to 100,000,000 shares of common stock, par value $0.0001 per share. The
Board of Directors has proposed an increase in the number of authorized shares
of the common stock of AMEP and the creation of a class of preferred shares.
Upon the approval by the shareholders and then the filing of the Amended
Certificate of Incorporation, AMEP will be authorized to issue 500,000,000
shares of common stock, $0.0001 par value per share and 5,000,000 shares of
preferred stock, $0.0001 par value per share.
The Board of Directors believes that it is in AMEP's and AMEP's stockholders'
best interests to increase the availability of additional authorized but
unissued capital stock to provide AMEP with the flexibility to issue equity for
other proper corporate purposes which may be identified in the future. Such
future activities may include, without limitation, raising equity capital,
adopting Employee Stock Plans or making acquisitions through the use of stock.
The Board of Directors has no immediate plans, understandings, agreements or
commitments to issue additional shares of stock for any purpose.
The Board of Directors believes that the increase in authorized capital will
make a sufficient number of shares available, should AMEP decide to use its
shares for one or more of such previously mentioned purposes or otherwise. AMEP
reserves the right to seek a further increase in authorized shares from time to
time in the future as considered appropriate by the Board of Directors.
The increased capital will provide the Board of Directors with the ability to
issue additional shares of stock without further vote of the stockholders of
AMEP, except as provided under Delaware corporate law or under the rules of any
national securities exchange on which shares of stock of AMEP are then listed.
Under AMEP's Certificate, the AMEP stockholders do not have preemptive rights to
subscribe to additional securities which may be issued by AMEP, which means that
current stockholders do not have a prior right to purchase any new issue of
capital stock of AMEP in order to maintain their proportionate ownership of
AMEP's stock. In addition, if the Board of Directors elects to issue additional
shares of stock, such issuance could have a dilutive effect on the earnings per
share, voting power and shareholdings of current stockholders.
In addition to the corporate purposes discussed above, the authorization of
additional capital, under certain circumstances, may have an anti-takeover
effect, although this is not the intent of the Board of Directors. For example,
it may be possible for the Board of Directors to delay or impede a takeover or
transfer of control of AMEP by causing such additional authorized shares to be
issued to holders who might side with the Board in opposing a takeover bid that
the Board of Directors determines is not in the best interests of AMEP and our
stockholders. The increased authorized capital therefore may have the effect of
discouraging unsolicited takeover attempts. By potentially discouraging
initiation of any such unsolicited takeover attempts, the increased capital may
limit the opportunity for AMEP stockholders to dispose of their shares at the
higher price generally available in takeover attempts or that may be available
under a merger proposal. The increased authorized capital may have the effect of
permitting AMEPs current management, including the current Board of Directors,
to retain its position, and place it in a better position to resist changes that
stockholders may wish to make if they are dissatisfied with the conduct of
AMEP's business. However, the Board of Directors is not aware of any attempt to
take control of AMEP and the Board of Directors did not propose the increase in
AMEP's authorized capital with the intent that it be utilized as a type of
anti-takeover device.
The relative voting and other rights of holders of the common stock will not be
altered by the authorization of additional shares of common stock, nor the
authorization of a class of preferred shares. Each share of common stock will
continue to entitle its owner to one vote. As a result of the increased
authorization, the potential number of shares of common stock outstanding will
be increased.
The Board of Directors of the Company shall have the right to designate the
rights and obligations that shall attach to any designation of the preferred
shares that are to be authorized by the amendment to the Certificate of
Incorporation. Theses rights and obligations may include voting rights,
distribution, liquidation and dividend rights that are superior and/or preferred
to those held by the shareholders of shares of the Company's common stock. The
designation of rights for a class of preferred shares could include provisions
that would serve to make a takeover of the Company more difficult to accomplish
and thus serve as a type of anti-takeover device. The Board of Directors is not
aware of any attempt to take control of AMEP and such anti-takeover
possibilities is not the intent of the proposed authorization of a class of
preferred stock.
QUESTIONS AND ANSWERS REGARDING THE PROPOSED INCREASE IN THE NUMBER OF
AUTHORIZED COMMON STOCK AND THE AUTHORIZATION OF A CLASS OF PREFERRED STOCK
Q. WHY HAS THE PROPOSAL BEEN MADE TO INCREASE THE NUMBER OF COMMON SHARES?
A. Our Board of Directors believes that the authorized shares of Common Stock
remaining available for future issuance is not sufficient to enable AMEP to
respond to potential business opportunities and to pursue important objectives
that may be anticipated. Accordingly, our Board of Directors believes that it is
in our best interests to increase the number of authorized shares of Common
Stock as proposed. Our Board of Directors believes that the availability of such
shares will provide us with the flexibility to issue Common Stock for proper
corporate purposes that may be identified by our Board of Directors from time to
time, such as financing, acquisitions, the establishment of strategic business
relationships with other companies or the expansion of AMEP's business or
product lines through the acquisition of other businesses or products. The
increase in the number of authorized shares of common stock is recommended by
AMEP's Board in order to provide a sufficient reserve of such shares for the
future growth and needs of AMEP.
The Board of Directors also believes the availability of additional shares of
Common Stock will enable AMEP to attract and retain talented employees,
directors and consultants through the grant of stock options and other
stock-based incentives.
Q. WHY HAS THE PROPOSAL BEEN MADE TO AUTHORIZE A CLASS OF PREFERRED SHARES?
A. The Board of Directors believes that it is in the best interest of AMEP and
AMEP's shareholders to authorize a class of preferred shares. No designation of
the rights of this class of stock has been made as of this point in time. The
Board believes that the class of preferred shares will provide additional
flexibility for proper corporate purposes that may be identified by the Board
from time to time, in conjunction with the authorization of additional shares of
common stock as set forth in response to the prior question. The authorization
of class of preferred shares is recommended by AMEP's Board in order to provide
an additional resource for the future growth and needs of AMEP.
Q. HAS THE BOARD OF DIRECTORS APPROVED THE PROPOSALS TO INCREASE THE NUMBER
OF COMMON SHARES AND AUTHORIZE A CLASS OF PREFERRED STOCK?
A. The Board of Directors sole member has approved the increase in the number of
common shares and the authorization of a class of preferred stock as is in the
best interest of AMEP and the best interest of the current shareholders of AMEP.
Q. WILL I RECEIVE ANY ADDITIONAL SHARES OR A DIFFERENT CLASS OF SHARES AS A
RESULT OF THESE PROPOSALS?
A. As a current shareholder of AMEP your class of stock and the number of shares
that you hold will not be affected or change as a result of the adoption of the
proposals. For example, a current holder of 100 shares of common stock will
remain a holder of 100 shares of common stock.
Q. WILL THE CHANGES TO THE CERTIFICATE OF INCORPORATION RESULT IN ANY TAX
LIABILITY TO ME?
A. The proposed changes are intended to be tax free for federal income tax
purposes.
Q. WHAT CONSTITUTES A QUORUM?
A. Voting can take place at the special meeting only if shareholders owning at
least one-third of the voting power of the commons s are present in person or
represented by effective proxies. On the record date, October , 2003, AMEP had
83,411,919 shares of common stock outstanding.
Q. WHAT VOTE OF THE SHAREHOLDERS WILL RESULT IN THE PROPOSAL BEING PASSED?
A. To approve the proposal, the affirmative vote of a majority of the votes cast
at the special meeting is required. Abstentions and shares represented by
proxies designated as broker non-votes will not be treated as being cast for
purposes of determining the outcome of the proposal.
Q. CAN YOU CHANGE YOUR VOTE AFTER YOU HAVE VOTED BY PROXY?
A: Yes. You can change your vote at any time before your proxy is voted at the
special meeting. This can be done in a number of ways. First, you may send in a
later-dated, signed proxy to the corporate offices of AMEP so that it arrives
before the special meeting. Second, you can send a written notice to the
corporate offices of AMEP stating that you would like to revoke your proxy.
Third, you may attend the special meeting and vote in person.
Q. WHO IS PAYING FOR THIS SOLICITATION?
A. The Company will pay for the solicitation of proxies. AMEP will also
reimburse banks, brokers, custodians, nominees and fiduciaries for their
reasonable charges and expenses in forwarding our proxy materials to the
beneficial owners of the Company's common stock.
Q. WHO CAN VOTE?
A. Only those who owned common stock at the close of business on the record date
for the special meeting can vote. If you owned common stock on the record date,
you have one vote per share for each proposal presented at the special meeting.
Q. WHEN AND WHERE WILL THE SPECIAL MEETING OF SHAREHOLDERS TAKE PLACE?
A: The Special Meeting will take place at , in Mineral Wells,
Texas at beginning at 10:00 a.m. local time, on November , 2003.
Q. WHOM SHOULD I CONTACT IF I HAVE ADDITIONAL QUESTIONS?
A: Charles Bitters, President of AMEP, P. O. Box 1406, Mineral Wells, Texas
76068, (210) 410-8158.
VOTE REQUIRED FOR APPROVAL
Section 222 of the General Corporation Law of the State of Delaware provides an
outline for a duly called special meeting of stockholders. The procedure and
requirements to effect an amendment to the Certificate of Incorporation of a
Delaware corporation are set forth in Section 242 of the General Corporation Law
of the State of Delaware. The proposed amendments must first be adopted by the
Board of Directors and then submitted to shareholders for their consideration at
an annual or special meeting and must be approved by a majority of the
outstanding voting securities in attendance at the special meeting of
shareholders. The By-Laws of the Company provide that one-third (1/3) of the
outstanding shares of common stock must be present either in person or by valid
proxy in order to conduct business at a meeting of shareholders.
The Board of Directors of AMEP have adopted, ratified and approved the change in
the authorized shares of AMEP and submit the proposed changes to the
shareholders for their approval. The securities that are entitled to vote at the
meeting held to amend AMEP's Certificate of Incorporation consist of issued and
outstanding shares of AMEP's $0.0001 par value common voting stock outstanding
on October , 2003, the record date for determining shareholders who are entitled
to notice of and to vote on the proposed amendment to AMEP's Certificate of
Incorporation.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth information about the beneficial ownership of
AMEP's Common Stock, as of October 6, 2003 by (i) each person who is known by
AMEP to own beneficially more than five percent (5%) of the outstanding shares
of Common Stock; (ii) each of AMEP's named Executive Officers and Directors; and
(iii) all Directors and Executive Officers as a group:
- --------------------- --------------------------------------- ---------------------------------- -----------------------
Name and Address of Beneficial Amount and Nature of Beneficial
Title of Class Ownership Ownership Percent of Class
- --------------------- --------------------------------------- ---------------------------------- -----------------------
Charles Bitters
P.O. Box 1136
Common Stock Mineral Wells, Texas 76068 133,000 0.16%
- --------------------- --------------------------------------- ---------------------------------- -----------------------
Daambr Production Co.
P.O. Box 1136
Common Stock Mineral Wells, Texas 76068 8,590,000 10.29%
- --------------------- --------------------------------------- ---------------------------------- -----------------------
First National Bank of Lubbock
P.O. Box 65600-1106
Common Stock Lubbock, Texas 79464-5600 5,375,000 6.4%
- --------------------- --------------------------------------- ---------------------------------- -----------------------
All Executive Officers and Directors
Common Stock as a Group 133,000 0.16%
- --------------------- --------------------------------------- ---------------------------------- -----------------------
As of October 7, 2003, AMEP had 83,411,919 shares of its common voting stock
issued and outstanding.
ITEM 5.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed amendment to AMEP's Certificate of Incorporation or in any action
covered by the related resolutions adopted by the Board of Directors, which is
not shared by all other stockholders.
ADDITIONAL INFORMATION
Additional information concerning American Energy Production Inc. including its
Form 10-KSB annual report for the year ended December 31, 2002 and quarterly
reports on Form 10-QSB for the past two quarters, which have been filed with the
Securities and Exchange Commission, may be accessed through the EDGAR archives,
at www.sec.gov.
Dated: October 29, 2003
By Order of the Board of Directors
/s/ Charles Bitters
Charles Bitters, President and Director
Exhibit "A"
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
AMERICAN ENERGY PRODUCTION, INC.
American Energy Production, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of American Energy
Production, Inc. resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered " Fourth" so that, as amended, said
Article shall be and read as follows:
The authorized stock of the corporation is divided into two
classes: (1) common stock in the amount of Five Hundred Million
(500,000,000) shares having par value of $0.0001 each, and (2)
preferred stock in the amount of Five Million (5,000,000) shares
having par value of $0.0001 each. The Board of Directors shall
have the authority, by resolution or resolutions, to divide the
preferred stock into series, to establish and fix the
distinguishing designation of each such series and the number of
shares thereof (which number, by like action of the Board of
Directors from time to time thereafter may be increased, except
when otherwise provided by the Board of Directors in creating
such series, or may be decreased, but not below the number of
shares thereof then outstanding) and, within the limitations of
applicable law of the State of Delaware or as otherwise set forth
in this article, to fix and determine the relative rights and
preferences of the shares of each series so established prior to
the issuance, thereof. There shall be no cumulative voting by
shareholders.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware, FOURTH:
That the capital of said corporation shall not be reduced under or by reason of
said amendment.
IN WITNESS WHEREOF, said corporation, American Energy Production, Inc. has
caused this certificate to be signed by, Charles Bitters, an Authorized Officer,
this Day of November, 2003.
Charles Bitters, President, and Director
THE AMERICAN ENERGY PRODUCTION, INC.
VOTING INSTRUCTION FORM
At the Meeting of Shareholders of American Energy Production, Inc.
(the "Company") scheduled to be held on October , 2003 and at any
adjournments thereof, the undersigned owner of shares of the common
stock of the Company, hereby instructs the Company to vote those shares of the
Company held in my name on the proposals set forth in the Notice of Meeting and
Proxy Statement that accompanied this Voting Instruction Form, and for any
adjournments of the Meeting, in accordance with the instructions below.
The undersigned acknowledges receipt of the Notice of Meeting of
Shareholders schedules to be held on October , 2003 and the
accompanying Proxy Statement.
/X/ Please mark you choices below like this on the applicable Proposals and
sign and date below.
If you wish to vote for or against all of the Proposals that are
proposed in the Notice of Meeting, mark you choice in the appropriate space
immediately below in lieu of marking each applicable Proposal.
FOR / / AGAINST / /
Proposal 1. To approve an amendment to the Certificate of
Incorporation increasing the number of authorized $0.0001 par
value shares of the Common Stock from 100,000,000 to
500,000,000 and that the number of preferred shares authorized
will be designated as 5,000,000, with a par value of $0.0001
per share.
FOR / / AGAINST / / ABSTAIN / /
THE SHARES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN ON THIS
FORM WHEN DULY EXECUTED AND RETURNED, THE SHARES WILL BE VOTED FOR THE PROPOSALS
IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS OF THE COMPANY.
THE COMPANY WILL VOTE ON ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE
MEETING IN THE DISCRETION OF ITS MANAGEMENT. THIS VOTING INSTRUCTION IS
SOLICITED BY THE COMPANY ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
Your signature(s) should be exactly as your name appears on this Voting
Instruction Form. If the shares are held jointly, each holder should sign. If
signing is by an attorney, executor, administrator or guardian, please print
your full name below your signature.
Signature
Dated: , 2003
Signature
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING. YOU MAY VOTE IN PERSON IF YOU
ATTEND THE MEETING.
