INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
December 15, 1999
LEK International, Inc. ("LEK" or the "Company") is sending this Information
Statement to you and each of LEK's other stockholders with respect to the
appointment of its new Board of Directors. The appointment of a new board of
directors is occurring pursuant to the Agreement and Plan of Reorganization (the
"Reorganization Agreement") between LEK International, Inc., a Nevada
corporation ("LEK"), and San Joaquin Oil & Gas Ltd., a Nevada corporation ("San
Joaquin").
Under the Reorganization Agreement, LEK is acquiring 100% of the outstanding
ownership interests of San Joaquin in exchange for 8,069,000 shares of its
Common Stock (the "New Shares"). After giving effect to their sale and issuance,
the New Shares will comprise approximately 68.6% of the issued and outstanding
shares of LEK's Common Stock. The Reorganization Agreement provides that upon
consummation of LEK's acquisition of the outstanding interests of San Joaquin in
exchange for the New Shares, the existing members of the Board of Directors of
LEK will appoint three persons designated by San Joaquin to become LEK's Board
of Directors.
This information is provided for information purposes only. We are not
soliciting proxies in connection with the items described herein. You are urged
to read this Information Statement carefully. You are not, however, required to
take any action.
The information contained in this Information Statement concerning San Joaquin
and the designees for LEK's Board of Directors has been furnished to LEK by San
Joaquin and the designees, and LEK assumes no responsibility for the accuracy,
completeness or fairness of any of that information.
At the close of business on December 15, 1999, there were 1,000,000 shares of
LEK's Common Stock issued and outstanding. LEK's Common Stock is the only class
of its securities outstanding having the right to vote for the election of
directors of the Company. Each share of its Common Stock entitles its record
holder to one vote.
This Information Statement is being sent on or about December 15, 1999.
BOARD DESIGNEES
LEK has been informed that the three persons listed below in this Information
Statement (the "Board Designees") are to be elected to the Board of Directors
upon the closing of the Reorganization Agreement:
NAME AND ADDRESS OF DESIGNEE AGE OCCUPATION
J. Timothy Bowes 44 Self-employed consultant
Nick DeMare 44 President of Chase Management Ltd.
Colin S. McNeil 52 President of C. McNeil and Associates Inc.
J. TIMOTHY BOWES
Mr. Bowes holds a Bachelor of Commerce degree and a Masters of Business
Administration degree, both from the University of British Columbia. On October
26, 1999, Mr. Bowes became the President, Chief Executive Officer, and a
director of Lucre Ventures Ltd., a public oil and gas company listed on the
Canadian Venture Exchange. Since April 1999, he has been primarily engaged as a
self-employed consultant involved in the structuring of mergers and acquisitions
of oil and gas companies. Prior to starting his own consulting business, Mr.
Bowes was employed by Yorkton Securities Inc. He began working for Yorkton in
October 1994 as a Senior Analyst for oil and gas properties. Mr. Bowes held
several positions at Yorkton in which he was responsible for, among other
things, reviewing, structuring and approving all initial public offerings
generated from Yorkton's Calgary Office during the period from June 1995 to
April 1997. From April 1997 to March 1999, Mr. Bowes was the Vice President
Corporate Finance in the Natural Resources section of the Calgary office of
Yorkton Securities.
Prior to Mr. Bowes' employment with Yorkton, he was employed as the Land Manager
of Numac Energy Inc., which was created as a result of the 1993 merger of
Westcoast Petroleum Ltd. and Numac Oil & Gas Ltd. Prior to the merger, Mr. Bowes
was the Land Manager for Westcoast Petroleum Ltd.
NICK DEMARE
Mr. DeMare holds a Bachelor of Commerce degree from the University of British
Columbia and is a member in good standing of the Institute of Chartered
Accountants of British Columbia. He is the President of Chase Management Ltd., a
private British Columbia company which provides a broad range of administrative,
management and financial services to private and public companies with varied
interests in mineral exploration and development, gold and silver production,
oil and gas and venture capital.
COLIN S. MCNEIL
Mr. McNeil holds a Bachelor of Science (Geology) degree from the University of
Calgary. Since 1996 he has been the President of C. McNeil and Associates Inc.,
a private company which provides geological consulting services to clients for
domestic and international exploration and development projects. Mr. McNeil is a
member of the board of directors of Pilot Energy Corp. and Mount Dakota Energy
Corp. From June 1996 to March 1997, Mr. McNeil was the Vice President, Chief
Financial Officer and a director of Briggand Energy Corp., where he assisted in
the formation, financing and
Information Statement Pursuant to Section 14(f) dated December 15, 1999 - Page 2
listing of Briggand on the Alberta Stock Exchange. In addition, Mr. McNeil
assisted with a reverse- takeover between Briggand and Canop Worldwide Corp.
During 1995, Mr. McNeil was the President of Hyenergy Corp., a private
corporation formed to evaluate and purchase production assets. From 1993 to
1994, Mr. McNeil was the Manager of International Exploration for Numac Energy
Inc. Mr. McNeil was responsible for managing and directing an exploration budget
of approximately $10 million. Mr. McNeil also participated in and managed
exploration programs in Libya and Indonesia, evaluated exploration, development
and enhanced oil recovery projects in Africa, South America, the Middle East,
and South-East Asia for Numac. While with Numac, Mr. McNeil managed and
participated in a worldwide "scoping" study to determine the future direction of
Numac.
Mr. McNeil is a member of the Association of Professional Engineers, Geologists
and Geophysicists of Alberta, the Society of Exploration Geophysicists, the
Canadian Society of Exploration Geophysicists, the American Association of
Petroleum Geologists, and the Canadian Society of Petroleum Geologists.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as December 15, 1999, with respect
to the beneficial ownership of the Company's Common Stock by each person known
by the Company to be the beneficial owner of more than five percent of the
outstanding Common Stock and by directors and officers of the Company, both
individually and as a group:
SHARES OWNED BENEFICIALLY
BENEFICIAL OWNERS AND OF RECORD PERCENT OF CLASS (1)<F1>
David Ward 304,000 30.4%
4531 Granville Avenue
Richmond, B.C., Canada
Bob Hemmerling 304,000 30.4%
Suite 106
1460 Pandosy St.
Kelowna, B.C., Canada
Officers and directors as a group (2 608,000 60.8%
persons)
- ----------
<FN>
<F1>
(1) Based on 1,000,000 shares outstanding.
</FN>
LEGAL PROCEEDINGS
As of the date of this statement, there is no material proceeding to which any
director, officer, affiliate, or shareholder of LEK is a party adverse to LEK.
Information Statement Pursuant to Section 14(f) dated December 15, 1999 - Page 3
DIRECTORS AND EXECUTIVE OFFICERS
EXISTING DIRECTORS AND OFFICERS.
The directors and officers of the Company are as follows:
NAME AGE POSITION
David Ward 39 President and Chairman
Robert Hemmerling 39 Secretary, Treasurer and Director
The above listed officers and directors will serve until the next annual meeting
of the shareholders or until their death, resignation, retirement, removal, or
disqualification, or until their successors have been duly elected and
qualified. Vacancies in the existing Board of Directors are filled by majority
vote of the remaining Directors. Officers of the Company serve at the will of
the Board of Directors. There are no other family relationship between any
executive officer and director of the Company.
DAVID WARD, President and chairman of the Company, was appointed to his
positions with the Company in April 1997. In addition to his positions with the
Company, since July 1992 Mr. Ward has been self-employed as a business
consultant, providing management consulting services for various private
companies in the construction and service industries. Mr. Ward received a
Bachelors Degree in Commerce from the University of British Columbia in 1984 and
a Professional Teaching Certificate from the University of British Columbia in
1987. He devotes only such time as necessary to the business of the Company,
which time is nominal.
ROBERT HEMMERLING, Secretary, Treasurer and a director, was appointed to his
positions with the Company in April 1997. In addition to his positions with the
Company, since September 1996, Mr. Hemmerling has been employed with Strathmore
Resources, Ltd., Kelowna, British Columbia in the investor relations department.
Strathmore Resources is engaged in the business of acquiring and developing
uranium properties. Prior, from January 1996 through August 1996, Mr. Hemmerling
was unemployed. From January 1992 through December 1995, Mr. Hemmerling was an
electrician with Concord Electric, Kelowna, British Columbia. He devotes only
such time as necessary to the business of the Company, which time is nominal.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
David Ward and Robert Hemmerling were each required to file an Initial Statement
of Beneficial Ownership of Securities on Form 3 at the time of the registration
of the Company's securities under Section 12(g) of the Exchange Act. To the best
knowledge and belief of the Company, none of such persons made a timely filing
of Form 3. None of such persons filed a report on Form 5 for the fiscal year
ended March 31, 1999.
Information Statement Pursuant to Section 14(f) dated December 15, 1999 - Page 4
EXECUTIVE COMPENSATION
None of the officers and/or directors receive any compensation for their
respective services rendered to the Company, nor have they received such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to occur until the
Company has generated revenues from operations after consummation of a merger or
acquisition.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the six months ended September 30, 1999, a related entity paid expenses
of $17,257 on behalf of the Company. The balance sheet as of September 30, 1999
reflects a current liability in this amount. Upon consummation of San Joaquin by
LEK, the related entity will waive payment of all amounts that may be owed to it
by LEK.
Information Statement Pursuant to Section 14(f) dated December 15, 1999 - Page 5