SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a)
of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Soliciting Material Under Rule 14a-12
[ ] Confidential, For Use of the Commission Only
( as permitted by Rule 14a-6e2)
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
Trinidad Corporation
_______________________________________
( Name of Registrant as Specified in it's Charter)
Keith B. Haney
_________________________________________
( 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 14a-6 (i) (4) 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 amouynt on which the filing fee is calculated
and state how it was determined):
___________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify tjhe filing for which the offsetting fee was
paid prviously. Identify the previous filing by Registration Statement Number
or the form or schedule and the date of it's filing.
(1) Amount previously paid:
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(2) Form, schedule or Registration Number
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(3) Filing party:
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(4) Date filed:
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TRINIDAD CORPORATION
6363 SAN FELIPE, SUITE 105
HOUSTON, TEXAS 77057
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF TRINIDAD CORPORATION
The undersigned haveing received notice of the Annual Meeting of the
Shareholders and Proxy Statement dated November 19, 2001, hereby appoints
______________________________________________
or William A. Little III with full power of substitution and revocation to
represent the undersigned and to vote all shares of Common Stock of Trinidad
Corporation which the undersigned is entitled to vote at the Annual Meeting of
the Shareholders of Corporation to be held at 9:00 A. M. CST on Monday,
December 31, 2001 at Suite 105, 6363 San Felipe, Houston, Texas 77057 and at
any adjournment(s) thereof.
PROPOSALS TO BE VOTED ON:
Proposal One (1); Election of Directors;
FOR [ ] AGAINST [ ] M. A. Ecclestone
_______________________________ Other
FOR [ ] AGAINST [ ] William A. Little III
_______________________________ Other
FOR [ ] AGAINST [ ] Donald E. West
_______________________________ Other
Proposal Two (2): To Approve Board of Directors Cancellation of Illegally
Issued Company Common Stock Issued by the Previous Board of Directors:
FOR [ ] AGAINST [ ]
Proposal Three (3): The merger of Trinidad Corporation with Alpha
Generation,Inc. and then a three to one reverse split of the Outstanding
Shares of The Common Stock;
FOR [ ] AGAINST [ ]
Proposal Four (4): To Transact Such Other Business As May Properly Come Before
the Meeting, and at any Adjournment (s) Thereof.
FOR [ ] AGAINST [ ]
IN HIS DISCRETION, THIS PROXIES IS AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS. IF NO
INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED AT THE DISCRETION OF THE
PROXY UPON SUCH MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Dated _______________________________
_____________________________________
_________________________________________
Print your name as it appears on Certificate
AFFIX YOUR SIGNATURE
TRINIDAD CORPORATION
NOTICE AND PROXY STATEMENT OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 31,2001
The enclosed proxy is solicited by and on behalf of the Board of Directors of
Trinidad Corporation, a Colorado corporation, ( the " Company" ) to be voted
on at the Annual Meeting of the Shareholders to be held at 9:00 A. M. CST on
Monday, December 31, 2001 , at 6363 San Felipe, Suite 105, Houston, Texas
77057, and at any or all adjournment(s) of that meeting. The enclosed
materials will be mailed to shareholders on or about November 29, 2001.
The matters listed below will considered and voted upon at the meeting:
(1) To elect a Board of Directors consisting of three persons to serve a term
of one year until the next shareholders meeting or until their successors are
elected and have been qualified.
(2) To approve the Board of Directors cancellation of illegally issued Company
Common Stock by the previous Board of Directors.
(3) To approve the merger of Trinidad Corporation with Alpha Generation, Inc.,
a privately held Texas corporation and the subsequent three to one reverse
split of the outstanding shares of the Common Stock.
(4) To transact such other business as may properly come before the meeting
and of any adjournment thereof.
VOTING OF SECURITIES
The total number of outstanding shares of the Company's Common Stock entitled
to vote at the Meeting based upon the shares of Common Stock of record
outstanding at the close of business on October 31, 2001 ( the " Record
Date" ) is 6,420,473. As of the Record Date the only outstanding shares of the
Company were Common Shares each of which is entitled to one vote on each on
any matter to come before the meeting. Officers and Directors who have issued
and outstanding Common Stock of the Company have indicated they will vote "
FOR " all proposals contained in the statement.
ELECTION OF DIRECTORS
The current Board of Directors consists of M. A. Ecclestone, William A. Little
III and Donald E. West. The Board of Directors has nominated three persons to
the Board to serve until the Company's 2002 Annual Meeting of Shareholders. If
one or more of the nominees is unable to serve or will not serve at the time
of the meeting, the shares represented by the Proxies solicited by the Board
of Directors will be voted for other nominee (s) designated by the Board of
Directors. A qourum being present, in person or by proxy, is required for the
election of any Director.
The following table sets forth the name and age of each nominee to the Board
of Directors:
NAME AND ADDRESS AGE
M. A. Ecclestone 68
6363 San Felipe
Suite 105
Houston, Texas 77057
William A. Little III 76
2542 Cliff Drive
Dickinson, Texas 77539
Donald E. West 78
1818 Autrey
Suite 2
Houston, Texas 77006
There is no family relationship between any Board Members. All nominees for
Director will hold office until the next Annual Meeting of the Shareholders or
until their successors have been elected and qualified or until their death,
resignation or removal. The Officers of the Company are elected by the Board
of Directors and hold office until their successors are elected and qualified
or until their death, resignation or removal.
The following information regarding the principal occupations of the nominees
to the Board of Directors covers at least the past five years:
M. A. Ecclestone - presently Director and Secretary of the Company. From
February 2001 to present; head of the Shipping Department of NeuroGenesis,
Inc. , a publicly held food supplement manufacturer. From October 1995 to
January 2001; with Heakins/Quick Test, Inc., a market survey firm. MS.
Ecclestone attended Sacred Heart College at Ballarat, Victoria, Australia.
William A. Little III - presently President, CEO and a Director of the
Company, a Principal in William A. Little and Company, a privately held
Investment Banking Firm since 1995. From September 1987 to March 1995 Mr.
Little served as Present and CEO of Medeci Corporation ( now SpectraSource,
Inc. SPCC.OB) a publicly held medical laser developer and manufacturer. Mr.
Little holds a Master of Arts Degree from the University of Arkansas.
Donald E. West - A Licensed Texas Real Estate Broker whose career spans more
than forty years in the real state business, including home building, shopping
center development, property management and real estate brokerage.
No cash or stock compensation was paid to any Officer or Director of the
Company during the past year.
COMPENSATION PURSUANT TO PLANS
No compensation was paid or distributed pursuant to any plan during the fiscal
year ending December 31, 2001. The Company has no qualified pension plan in
existance as of December 31, 2001.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Class Owner Name and Address Number of shares % Owned
Common William A. Little III 2,500,000 38.94%
Rte 1, Box 2374
2542 Cliff Drive
Dickinson, Texas 77539
Common Leon D. Hogg Jr. 864,000 13.46%
16,900 Lexington Boulevard
Apartment 1113
Sugarland, Texas 77479-2365
Common Deposit Guaranty Insurance Corporation 100,000 1.56%
P. O. Box 8207
Baycliff, Texas 77518-8207
Common Keith B. Haney 75,000 1.17%
133 Venture Way
Salt Lake City, Utah 84115
OWNED BY MANAGEMENT OF COMPANY
Common William A. Little III 2,500,000 38.94%
Donald E. West 0 0
M. A. Ecclestone 0 0
SOLICITATION OF PROXIES
The Company will pay the cost of soliciting Proxies. In addition to the
solicitation of Proxies by mail, Directors, Officers or Employees of the
Company may, without additional compensation, solicit Proxies personally or by
telephone, telegraph or email. Arrangements may also be made with brokerage
houses and other custodians, nominees or fiduciaries to forward solicitation
material to the owners of shares of record and the Company may reimburse such
for reasonable out of pocket expenses incurred by them.
SHAREHOLDER'S PROPOSALS FOR 2001 MEETING
A proposal submitted by a shareholder for the 2001 Meeting of Shareholders of
the Company must be received by December 28, 2001 addressed to Trinidad
Corporation, P. O. Box 66824, Houston, Texas 77266-6824, in order to be
included on the agenda for that meeting.
By Order of the Board of Directors
/s/ M. A. Ecclestone /s/
M. A. ECCLESTONE
SECRETARY
Houston, Texas
November 19, 2001
