UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
|_| Preliminary Information Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
|X| Definitive Information Statement
Asian American Business Development Company
(Name of Registrant as specified in its charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-
11.
1) Title of each class of securities to which
transaction applies: Common Stock, $0.0001 par value.
2) Aggregate number of securities to which transaction
applies: 7,730,000
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): N/A
4) Proposed maximum aggregate value of transaction: N/A
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 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:
2
4) Date Filed:
-------------------------------------------------------------
COPY TO:
Jody M. Walker
Attorney At Law
7841 South Garfield Way
Centennial, CO 80122
303-850-7637
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Asian American Business Development Company
671 Heinz Parkway
Estes Park, Colorado 80517
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON February 21, 2006
The 2006 Special Meeting of the Stockholders (the "SPECIAL
MEETING") of Asian American Business Development Company, a Nevada
corporation (the "COMPANY"), will be held on February 21, 2006, at
11:00 a.m., at 671 Heinz Parkway, Estes Park, Colorado 80517 for the
following purposes, each of which is described more fully in the
accompanying Information Statement:
1. PROPOSAL NO. 1: To authorize and approve the Board's decision to
withdraw the Company's election to be treated as a business development
company ("BDC") pursuant to Section 54(c) under the Investment Company
Act;
2. PROPOSAL No. 2: To authorize and approve the change of the
corporate name to Earth Energy Reserves, Inc.
3. To consider and transact such other business as may properly come
before the Special Meeting or any adjournment or postponement thereof.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
We are not asking you for a proxy. The accompanying Information
Statement is furnished only to inform our stockholders of the actions
described above before they take effect. The Board has fixed the close
of business on February 10, 2006 as the record date (the "RECORD DATE")
for the determination of the stockholders entitled to notice of, and to
vote at, the Special Meeting or any adjournment or postponement
thereof. Each stockholder of record as of the record date will be
entitled to one vote for each share of Common Stock held on the Record
Date.
By Order of the Board of Directors
/s/ James E. Hogue
-----------------------
Chairman
Tucson, Arizona
February 10, 2006
YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING.
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Asian American Business Development Company
671 Heinz Parkway
Estes Park, Colorado 80517
INFORMATION STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
FEBRUARY 21, 2006
QUESTIONS AND ANSWERS ABOUT THIS INFORMATION STATEMENT AND
VOTING
WHY AM I RECEIVING THESE MATERIALS?
You have been sent this Information Statement because Asian
American Business Development Company (the "COMPANY") is having a
Special Meeting to vote on the proposals described in this Information
Statement (the "PROPOSALS"). You are invited to attend the Special
Meeting to vote in person on the Proposals. The Notice of Special
Meeting of Stockholders and this Information Statement are first being
mailed to stockholders on or about January 27, 2006.
WHO CAN VOTE AT THE SPECIAL MEETING?
Only stockholders of record at the close of business on February
10, 2006 (the "RECORD DATE") will be entitled to vote at the Special
Meeting. As of the Record Date, there were 7,730,000 shares of Common
Stock outstanding and entitled to vote.
STOCKHOLDER OF RECORD: SHARES REGISTERED IN YOUR NAME
If, on the Record Date, your shares were registered directly in
your name with the Company, then you are a stockholder of record. As a
stockholder of record, you may vote in person at the Special Meeting.
WHAT AM I VOTING ON?
There are two matters scheduled for a vote at the Special Meeting:
1. PROPOSAL NO. 1: To authorize and approve the Board's action in
withdrawing the Company's election to be treated as a business
development company ("BDC") pursuant to Section 54(c) under the
Investment Company Act;
2. PROPOSAL No. 2: To authorize and approve the change of the
corporate name to Earth Energy Reserves, Inc.
HOW MANY VOTES DO I HAVE?
On each matter to be voted upon at the Special Meeting, you have
one vote for each share of Common Stock you own as of the Record Date.
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HOW ARE VOTES COUNTED?
Votes will be counted by the inspector of election appointed for
the Special Meeting.
HOW MANY VOTES ARE NEEDED TO APPROVE EACH PROPOSAL?
A proposal will be approved if a majority of the total votes
properly cast in person at the Special Meeting by the holders of Common
vote "FOR" the proposal.
WHAT IS THE QUORUM REQUIREMENT?
A quorum of stockholders is necessary to hold a valid meeting. A
quorum will be present if at least a majority of the outstanding shares
of Common Stock are represented by stockholders present at the Special
Meeting. As of the Record Date, there were 5,000,000 shares of Common
Stock outstanding and entitled to vote.
Your shares will be counted towards the quorum only if you vote at
the Special Meeting. If there is no quorum, a majority of the votes
present at the Special Meeting may adjourn or postpone the Special
Meeting to another date upon which a quorum may be obtained.
Any adjournment may be made with respect to one or more proposals
for the Company, but not necessarily for all proposals of the Company.
HOW CAN I FIND OUT THE RESULTS OF THE VOTING AT THE SPECIAL MEETING?
Preliminary voting results will be announced at the Special
Meeting. Final voting results will be published promptly after
certification in a press release or current report on Form 8-K, as well
as in the Company's Form 10-K for the year ending December 31, 2006.
REASONS FOR THE SPECIAL MEETING
The Special Meeting is being held in order to vote on two
important proposals. Each proposal that will be presented at the
Special Meeting is described in greater detail below.
PROPOSAL NO. 1
APPROVAL OF THE BOARD'S ACTION TO WITHDRAW THE COMPANY'S ELECTION TO BE
TREATED AS A BDC
BACKGROUND
On December 16, 2005, Asian American elected to be regulated as a
Business Development Company ("BDC") as that term is defined in Section
54 of the Investment Company Act. As a BDC, the Company was subject to
the laws and regulations contained in the Investment Company Act of
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1940. As a BDC, the Company became subject to significant regulation
of its activities, as described below under "Investment Company Act
Provisions Applicable to BDC's."
On February 10, 2006, the Board unanimously approved a proposal to
withdraw the Company's election to be treated as a BDC as soon as
practicable, so that it might again conduct business as a regular
company rather than as a BDC subject to the Investment Company Act.
INVESTMENT COMPANY ACT PROVISIONS APPLICABLE TO BDC'S
Generally, to be eligible to elect BDC status, a company must
engage in the business of furnishing capital and offering significant
managerial assistance to companies that do not have ready access to
capital through conventional financial channels. More specifically, in
order to qualify as a BDC, a company must (a) be a domestic company;
(b) have registered a class of its securities or have filed a
registration statement with the SEC pursuant to Section 12 of the
Exchange Act; (c) operate for the purpose of investing in the
securities of certain types of eligible portfolio companies, namely
less seasoned or emerging companies and businesses suffering or just
recovering from financial distress; (d) offer to extend significant
managerial assistance to such eligible portfolio companies; and (e)
file a proper notice of election with the SEC.
The Investment Company Act also imposes, among others, the
following regulations on BDC's:
A BDC may not change the nature of its business or fundamental
investment policies without the prior approval of the stockholders;
A BDC must carry its investments at value if a public trading
market exists for its portfolio securities or fair value if one does
not rather than at cost in its financial reports;
The issuance of senior equities and debt securities by a BDC is
subject to certain limitations;
A BDC's right to issue options, rights and warrants to purchase
its stock is restricted;
A BDC may not engage in certain transactions with affiliates
without obtaining exemptive relief from the SEC;
There are prohibitions and restrictions on investing in certain
types of companies, such as brokerage firms, insurance companies and
other investment companies;
There are limits on the types of assets that a BDC may acquire. A
BDC may not acquire any asset other than "qualifying assets" unless, at
the time the acquisition is made, such "qualifying assets" represent at
least 70% of the value of the BDC's total assets. "Qualifying Assets"
generally include: (i) securities purchased in transactions not
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involving any public offering from the issuer of such securities, which
issuer is an eligible portfolio company. An eligible portfolio company
is defined as any issuer that (a) is organized and has its principal
place of business in the United States, (b) is not an investment
company other than a small business investment company wholly-owned by
the BDC, and (c) does not have any class of publicly-traded securities
with respect to which a broker may extend credit; (ii) securities
received in exchange for or distributed with respect to securities
described above, or pursuant to the exercise of options, warrants or
rights relating to such securities; and (iii) cash, cash items,
Government securities, or high quality debt securities maturing in one
year or less from the time of investment. A BDC may invest in the
securities of public companies and other investments that are not
"qualifying assets", but such investments may not exceed 30% of the
BDC's total asset value at the time of such investment;
A BDC generally may not issue common stock at a per share price
less than the then-current net asset value of the common stock without
the prior approval of stockholders; and
A BDC is restricted in its ability to repurchase its shares
directly from stockholders.
SHOULD SHAREHOLDERS NOT APPROVE OF THE BDC WITHDRAWAL
It is the opinion of the Company's board of directors that the costs of
continuing as a BDC outweigh the advantages, given the current plan of
business of the Company. Failure to change the Company's status from a
regulated BDC may result in the following:
o The Company may be constrained in making future acquisitions.
o There is a greater probability that the Company will not be able
to retain or attract senior management and directors.
LOSS TO SHAREHOLDERS OF INVESTMENT COMPANY ACT PROTECTIONS
Upon the Company's withdrawal of its election to be treated as a
BDC, the Company would no longer be subject to regulation under the
Investment Company Act, which is designed to protect the interests of
investors in investment companies. Specifically, our stockholders
would no longer have the following protections of the Investment
Company Act:
o Asset coverage ratio that is designed to protect stockholders'
value by having security in an asset. Section 61 of the 1940 Act
requires that a BDC maintain a ratio of assets to senior securities of
at least 200%.
o Inability to change the nature of our business so as to cease
to be, or withdraw our election as, a BDC unless authorized by vote of
a "majority of the outstanding voting securities," as defined in the
1940 Act.
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o Prohibition from protecting any director or officer against
any liability to the Company or our stockholders arising from willful
malfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such person's office.
o Requirement to provide and maintain a bond issued by a
reputable fidelity insurance company to protect us against larceny and
embezzlement.
o A majority of our directors must be persons who are not
interested persons, as that term is defined in Section 56 of the 1940
Act.
o Loss of certain protections set forth in Section 57 of the 1940
Act, which requires, in part, the following:
a. Transactions involving controlling or closely affiliated
persons. It shall be unlawful for any person who is related to a
business development company in a manner described in subsection (b) of
this section, acting as principal
1. knowingly to sell any security or other property to such
business development company or to any company controlled by such
business development company, unless such sale involves solely (A)
securities of which the buyer is the issuer, or (B) securities of which
the seller is the issuer and which are part of a general offering to
the holders of a class of its securities;
2. knowingly to purchase from such business development
company or from any company controlled by such business development
company, any security or other property (except securities of which
the seller is the issuer);
3. knowingly to borrow money or other property from such
business development company or from any company controlled by such
business development company (unless the borrower is controlled by
the lender), except as permitted in section 21(b) [15 USCS ss. 80a-
21(b)] or section 62 [15 USCS ss. 80a-61]; or
4. knowingly to effect any transaction in which such
business development company or a company controlled by such business
development company is a joint or a joint and several participant with
such person in contravention of such rules and regulations as the
Commission may prescribe for the purpose of limiting or preventing
participation by such business development company or controlled
company on a basis less advantageous than that of such person, except
that nothing contained in this paragraph shall be deemed to preclude
any person from acting as manager of any underwriting syndicate or
other group in which such business development company or controlled
company is a participant and receiving compensation therefor.
b. Controlling or closely affiliated persons. The provisions of
subsection (a) of this section shall apply to the following persons:
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1. Any director, officer, employee, or member of an
advisory board of a business development company or any person (other
than the business development company itself) who is, within the
meaning of section 2(a)(3)(C) of this title [15 USCS ss. 80a-
2(a)(3)(C)], an affiliated person of any such person specified in this
paragraph.
2. Any investment adviser or promoter of, general partner
in, principal underwriter for, or person directly or indirectly either
controlling, controlled by, or under common control with, a business
development company (except the business development company itself and
any person who, if it were not directly or indirectly controlled by
the business development company, would not be directly or indirectly
under the control of a person who controls the business development
company), or any person who is, within the meaning of section
2(a)(3)(C) or (D) [15 USCS ss. 80a-2(a)(3)(C) or (D)], an affiliated
person of any such person specified in this paragraph.
c. Exemption orders. Notwithstanding paragraphs (1), (2), and
(3) of subsection (a), any person may file with the Commission an
application for an order exempting a proposed transaction of the
applicant from one or more provisions of such paragraphs. The
Commission shall grant such application and issue such order of
exemption if evidence establishes that
1. the terms of the proposed transaction, including the
consideration to be paid or received, are reasonable and fair and do
not involve overreaching of the business development company or its
shareholders or partners on the part of any person concerned;
2. the proposed transaction is consistent with the policy
of the business development company as recited in the filings made by
such company with the Commission under the Securities Act of 1933, its
registration statement and reports filed under the Securities Exchange
Act of 1934, and its reports to shareholders or partners; and
3. the proposed transaction is consistent with the general
purposes of this title.
d. Transactions involving non-controlling shareholders or
affiliated persons. It shall be unlawful for any person who is related
to a business development company in the manner described in subsection
(e) of this section and who is not subject to the prohibitions of
subsection (a) of this section, acting as principal--
1. knowingly to sell any security or other property to such
business development company or to any company controlled by such
business development company, unless such sale involves solely (A)
securities of which the buyer is the issuer, or (B) securities of which
the seller is the issuer and which are part of a general offering to
the holders of a class of its securities;
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2. knowingly to purchase from such business development
company or from any company controlled by such business development
company, any security or other property (except securities of which the
seller is the issuer);
3. knowingly to borrow money or other property from such
business development company or from any company controlled by such
business development company (unless the borrower is controlled by the
lender), except as permitted in section 21(b) [15 USCS ss.80a-21(b)];
or
4. knowingly to effect any transaction in which such
business development company or a company controlled by such business
development company is a joint or a joint and several participant with
such affiliated person in contravention of such rules and regulations
as the Commission may prescribe for the purpose of limiting or
preventing participation by such business development
company or controlled company on a basis less
advantageous than that of such affiliated person, except that nothing
contained in this paragraph shall be deemed to preclude any person from
acting as manager of any underwriting syndicate or other group in which
such business development company or controlled company is a
participant and receiving compensation therefor.
e. Non-controlling shareholders or affiliated persons; executive
officer. The provisions of subsection (d) of this section shall apply
to the following persons:
1. Any person (A) who is, within the meaning of section
2(a)(3)(A)[15 USCS ss.80a-2(a)(3)(A)], an affiliated person of a
business development company, (B) who is an executive officer or a
director of, or general partner in, any such affiliated person, or (C)
who directly or indirectly either controls, is controlled by, or is
under common control with, such affiliated person.
2. Any person who is an affiliated person of a director,
officer, employee, investment adviser, member of an advisory board or
promoter of, principal underwriter for, general partner in, or an
affiliated person of any person directly or indirectly either
controlling or under common control with a business development company
(except the business development company itself and any person who, if
it were not directly or indirectly controlled by the business
development company, would not be directly or indirectly under the
control of a person who controls the business development company).
For purposes of this subsection, the term "executive
officer" means the president, secretary, treasurer, any vice president
in charge of a principal business function, and any other person who
performs similar policymaking functions.
f. Approval of proposed transactions. Notwithstanding
subsection (d) of this section, a person described in subsection (e)
may engage in a proposed transaction described in subsection (d) if
such proposed
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transaction is approved by the required majority (as defined in
subsection (o)) of the directors of or general partners in the business
development company on the basis that--
1. the terms thereof, including the consideration to
be paid or received, are reasonable and fair to the shareholders or
partners of the business development company and do not involve
overreaching of such company or its shareholders or partners on the
part of any person concerned;
2. the proposed transaction is consistent with the
interests of the shareholders or partners of the business development
company and is consistent with the policy of such company as recited in
filings made by such company with the Commission under the Securities
Act of 1933, its registration statement and reports filed under the
Securities Exchange Act of 1934, and its reports to shareholders or
partners; and
3. the directors or general partners record in their
minutes and preserve in their records, for such periods as if such
records were required to be maintained pursuant to section 31(a) [15
USCS ss.80a-30(a)], a description of such transaction, their findings,
the information or materials upon which their findings were based, and
the basis therefor.
g. Transactions in the ordinary course of business.
Notwithstanding subsection (a) or (d), a person may, in the ordinary
course of business, sell to or purchase from any company merchandise or
may enter into a lessor-lessee relationship with any person and furnish
the services incident thereto.
h. Inquiry procedures. The directors of or general partners in
any business development company shall adopt, and periodically review
and update as appropriate, procedures reasonably designed to ensure
that reasonable inquiry is made, prior to the consummation of any
transaction in which such business development company or a company
controlled by such business development company proposes to
participate, with respect to the possible involvement in the
transaction of persons described in subsections (b) and (e) of this
section.
o The loss of protections set forth in Section 61 of the 1940 Act,
which requires the following:
a. Exceptions for business development company. Notwithstanding
the exemption set forth in section 6(f) [15 USCS ss. 80a-6(f)], section
18 [15 USCS ss. 80a-18] shall apply to a business development company
to
the same extent as if it were a registered closed-end
investment company, except as follows:
1. The asset coverage requirements of section 18(a)(1)(A)
and (B)[15 USCS ss.80a-18(a)(1)(A), (B)] applicable to business
development companies shall be 200 per centum.
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2. Notwithstanding section 18(c) [15 USCS ss.80a-18(c)], a
business development company may issue more than one class of senior
security representing indebtedness.
3. Notwithstanding section 18(d) [15 USCS ss.80a-18(d)]--
A. a business development company may issue warrants,
options, or rights to subscribe or convert to voting securities of such
company, accompanied by securities, if--
i. such warrants, options, or rights expire by
their terms within ten years;
ii. such warrants, options, or rights are not
separately transferable unless no class of such warrants, options, or
rights and the securities accompanying them has been publicly
distributed;
iii. the exercise or conversion price is not less
than the current market value at the date of issuance, or if no such
market value exists, the current net asset value of such voting
securities; and
iv. the proposal to issue such securities is
authorized by the shareholders or partners of such business development
company, and such issuance is approved by the required majority (as
defined in section 57(o) [15 USCS ss. 80a-56(o)]) of the directors of
or general partners in such company on the basis that such issuance is
in the best interests of such company and its shareholders or partners;
B. a business development company may issue, to its
directors, officers, employees, and general partners, warrants,
options, and rights to purchase voting securities of such company
pursuant to an executive compensation plan, if--
i. (I) in the case of warrants, options, or
rights issued to any officer or employee of such business development
company (including any officer or employee who is also a director of
such company), such securities satisfy the conditions in clauses (i),
(iii), and (iv) of subparagraph (A); or (II) in the case of warrants,
options, or rights issued to any director of such business development
company who is not also an officer or employee of such company, or to
any general partner in such company, the proposal to issue such
securities satisfies the conditions in clauses (i) and (iii) of
subparagraph (A), is authorized by the shareholders or partners of such
company, and is approved by order of the Commission, upon application,
terms of the proposal are fair and reasonable and do not involve
overreaching of such company or its shareholders or partners;
ii. such securities are not transferable except
for disposition by gift, will, or intestacy;
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iii. no investment adviser of such business
development company receives any compensation described in paragraph
(1) of section 205 of title II of this Act except to the extent
permitted by clause (A) or (B) of that section; and
iv. such business development company does not
have a profit-sharing plan described in section 57(n) [15 USCS ss. 80a-
56(n)]; and
C. a business development company may issue warrants,
options, or rights to subscribe to, convert to, or purchase voting
securities not accompanied by securities, if--
i. such warrants, options, or rights satisfy the
conditions in clauses (i) and (iii) of subparagraph
(A); and
ii. the proposal to issue such warrants, options,
or rights is authorized by the shareholders or partners of such
business development company, and such issuance is approved by the
required majority (as defined in section 57(o) [15 USCS ss. 80a-56(o)])
of the directors of or general partners in such company on the basis
that such issuance is in the best interests of the company and its
shareholders or partners.
Notwithstanding this paragraph, the amount
of voting securities that would result from the exercise of all
outstanding warrants, options, and rights at the time of issuance shall
not exceed 25 per centum of the outstanding voting securities of the
business development company, except that if the amount of voting
securities that would result from the exercise of all outstanding
warrants, options, and rights issued to such company's directors,
officers, employees, and general partners pursuant to any executive
compensation plan meeting the requirements of subparagraph (B) of this
paragraph would exceed 15 per centum of the outstanding voting
securities of such company, then the total amount of voting securities
that would result from the exercise of all outstanding warrants,
options, and rights at the time of issuance shall not exceed 20 per
centum of the outstanding voting securities of such company
4. For purposes of measuring the asset coverage
requirements of section 18(a) [15 USCS ss.80a-18(a)], a senior security
created by the guarantee by a business development company of
indebtedness issued by another company shall be the amount of the
maximum potential liability less the fair market value of the net
unencumbered assets (plus the indebtedness which has been guaranteed)
available in the borrowing company whose debts have been guaranteed,
except that a guarantee issued by a business development company of
indebtedness issued by a company which is a wholly-owned subsidiary of
the business development company and is licensed as a small business
investment company under the Small Business Investment Act of 1958
shall not be deemed to be a senior security of such business
development company for purposes of section 18(a) [15 USCS ss.80a-
18(a)] if the amount of the indebtedness at the time of its issuance by
the borrowing company is itself taken fully into account as a liability
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by such business development company, as if it were issued by such
business development company, in determining whether such business
development company, at that time, satisfies the asset coverage
requirements of section 18(a) [15 USCS ss. 80a-18(a)].
b. Compliance. A business development company shall comply with
the provisions of this section at the time it becomes subject to
sections 55 through 65 [15 USCS ss.80a-54-80a-64], as if it were
issuing a security of each class which it has outstanding at such time.
o Loss of the protections set forth in Section 63 of the 1940 Act,
which requires the following:
Notwithstanding the exemption set forth in section 6(f)
[15 USCS ss.80a-6(f)], section 23 [15 USCS ss.80a-23] shall apply to a
business development company to the same extent as if it were a
registered closed-end investment company, except as follows:
1. The prohibitions of section 23(a)(2) [15 USCS ss.80a-
23(a)(2)] shall not apply to any company which (A) is a wholly-owned
subsidiary of, or directly or indirectly controlled by, a business
development company, and (B) immediately after the issuance of any of
its securities for property other than cash or securities, will not be
an investment company within the meaning of section 3(a) [15 USCS
ss.80a-3(a)].
2. Notwithstanding the provisions of section 23(b) [15 USCS
ss.80a-23(b)], a business development company may sell any common stock
of which it is the issuer at a price below the current net asset value
of such stock, and may sell warrants, options, or rights to acquire any
such common stock at a price below the current net asset value of such
stock, if--
A. the holders of a majority of such business
development company's outstanding voting securities, and the holders of
a majority of such company's outstanding voting securities that are not
affiliated persons of such company, approved such company's policy and
practice of making such sales of securities at the last annual meeting
of shareholders or partners within one year immediately prior to any
such sale, except that the shareholder approval requirements of this
subparagraph shall not apply to the initial public offering by a
business development company of its securities;
B. a required majority (as defined in section 57(o)
[15 USCS ss.80a-56(o)]) of the directors of or general partners in such
business development company have determined that any such sale would
be in the best interests of such company and its shareholders or
partners; and
C. a required majority (as defined in section 57(o)
[15 USCS ss.80a-56(o)]) of the directors of or general partners in such
business development company, in consultation with the underwriter or
underwriters of the offering if it is to be underwritten, have
determined in good faith, and as of a time immediately prior to the
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first solicitation by or on behalf of such company of firm commitments
to purchase such securities or immediately prior to the issuance of
such securities, that the price at which such securities are to be sold
is not less than a price which closely approximates the market value of
those securities, less any distributing commission or discount.
3. A business development company may sell any common stock
of which it is the issuer at a price below the current net asset value
of such stock upon the exercise of any warrant, option, or right issued
in accordance with section 61(a)(3) [15 USCS ss.80a-60(a)(3)].
By withdrawing its election, the Company returns to a standard
operating company. The Company will continue as a reporting public
company and will continue to be subject to the Securities Exchange Act
of 1934; however, it will no longer be subject to the 1940 Act.
REASONS FOR THE WITHDRAWAL OF THE COMPANY AS A BDC
Given the investment focus, asset mix, business and operations of the
Company resulting from the implementation of its business plan, the
Board believed that it was prudent for the Company to withdraw its
election as a BDC as soon as practicable to eliminate many of the
regulatory, financial reporting and other requirements and restrictions
imposed by the Investment Company Act discussed above. For example:
Business Focus. As a result of the business plan, the nature of
the Company's business is changing from simply being in the business of
investing, reinvesting, owning, holding, or trading in investment
securities toward that of an independent oil and company whose focus is
the acquisition, drilling and production of oil and natural gas in the
United States. The Board believes that BDC regulation would be
inappropriate for such activities.
Issuance of Securities other than Common Stock. BDC's are limited
or restricted as to the type of securities other than common stock
which they may issue. The issuance of convertible securities and
rights to acquire shares of common stock (e.g., warrants and options)
is restricted primarily because of the statutory interest in
facilitating computation of the Company's net asset value per share.
In addition, issuances of senior debt and senior equity securities
require that certain "asset coverage" tests and other criteria be
satisfied on a continuing basis. This significantly affects the use of
these types of securities because asset coverage continuously changes
by variations in market prices of the Company's investment securities.
Operating companies, including holding companies operating through
subsidiaries, benefit from having maximum flexibility to raise capital
through various financing structures and means. The Board believes
that it may be able to maximize shareholder value by having the ability
to raise capital through various financing structures and means in
order to make further acquisitions.
Issuance of Common Stock. By virtue of its BDC election, the
Company may not issue new shares of Common Stock at a per share price
less than the then net asset value per share of outstanding Common
16
Stock without prior stockholder approval. Historically, the market
prices for BDC stocks have been lower than net asset value, making it
much more difficult for BDC's to raise equity capital. While this
restriction provides stockholders of an investment company with
appropriate and meaningful protection against dilution of their
indirect investment interest in portfolio securities, the Company's
Board believes that this would essentially be irrelevant to the
interests of investors in an operating company, who look to its
consolidated earnings stream and cash flow from operations for
investment value.
Compensation of Executives. The Investment Company Act limits the
extent to which and the circumstances under which executives of a BDC
may be paid compensation other than in the form of salary payable in
cash. For example, the issuance of Restricted Stock is generally
prohibited. However, the Board believes that by achieving greater
flexibility in the structuring of employee compensation packages, the
Company will be able to attract and retain additional talented and
qualified personnel and to more fairly reward and more effectively
motivate its personnel in accordance with industry practice.
Related Party Transactions. The Investment Company Act
significantly restricts among other things (a) transactions involving
transfers of property in either direction between the Company and most
affiliated persons of the Company (or the affiliated persons of such
affiliated persons) and (b) transactions between the Company and such
affiliated persons (or the affiliated persons of such affiliated
persons) participating jointly on the one hand and third parties on the
other. To overcome these investment company restrictions, which are
somewhat relaxed as applied to BDC's, requires SEC approval, which is
often a time-consuming and expensive procedure, regardless of the
intrinsic fairness of such transactions or the approval thereof by
disinterested directors of the Company. The Company believes
situations may arise in which a corporation's best interests are served
by such transactions. The Board believes that stockholders are
adequately protected by the fiduciary obligations imposed on the
Company's directors under state corporate law, which generally requires
that the disinterested members of the Board determine fairness to the
Company of an interested-party transaction (after full disclosure of
all material facts regarding the transaction and the interested party's
relationship with the Company is made), and SEC disclosure rules, which
require the Company to include specified disclosure regarding
transactions with related parties in its SEC filings.
Eligible Investments. As a BDC, the Company may not acquire any
asset other than "Qualifying Assets" unless, at the time the
acquisition is made, Qualifying Assets represent at least 70% of the
value of the total assets (the "70% TEST"). Because of the limitations
on the type of investments the Company may make, as well as the
Company's total asset composition, the Company may be foreclosed from
participating in prudent investment opportunities and otherwise lack
diversification.
17
Compliance Expense. The Company must incur significant general
and administrative costs in order to comply with the regulations
imposed by the Investment Company Act. Management devotes considerable
time to issues relating to compliance with the Investment Company Act
and the Company incurs substantial legal and accounting fees with
respect to such matters. The costs of this regulation are borne by,
and the protections of this regulation are for the benefit of, the
stockholders of the Company. The Board believes that resources now
being expended on Investment Company Act compliance matters could be
utilized more productively if devoted to the operation of the Company's
business. The Board has determined that the costs of compliance with
the Investment Company Act are substantial, especially when compared to
the Company's relative size and net income, and that it would therefore
be in the financial interests of the stockholders for the Company to
cease to be regulated under the Investment Company Act altogether.
The Board believes that the above reasons indicate that the
restrictions of the Investment Company Act would have the effect of
dampening market interest in the Company and hindering its financial
growth in the future. The Board determined that the most efficacious
way to reduce these costs, improve profitability, and eliminate the
competitive disadvantages the Company experiences due to compliance
with the many requirements and restrictions associated with operating
as a BDC under the Investment Company Act, was to withdraw the
Company's election to be treated as a BDC.
EFFECT OF ELECTION TO WITHDRAWAL AS A BDC ON THE COMPANY'S FINANCIAL
STATEMENTS
With the withdrawal of the Company's election to be treated as a BDC,
and it then becoming an operating company, the fundamental nature of
the Company's business changes from that of investing in a portfolio of
securities, with the goal of achieving gains on appreciation and
dividend income, to that of being actively engaged in the ownership and
management of operating oil and gas properties, with the goal of
generating income from the operations of those properties.
The election to withdraw the Company as a BDC under the Investment
Company Act results in a significant change in the Company's required
method of accounting. BDC financial statement presentation and
accounting utilizes the value method of accounting used by investment
companies, which allows BDC's to recognize income and value their
investments at market value as opposed to historical cost. As an
operating company, the required financial statement presentation and
accounting for securities held will be either fair value or historical
cost methods of accounting, depending on the classification of the
investment and the Company's intent with respect to the period of time
it intends to hold the investment. As an operating company, the
Company must consolidate its financial statements with subsidiaries,
thus eliminating the portfolio company reporting benefits available to
BDC's.
The Company does not believe that the withdrawal of its election to be
treated as a BDC will have any impact on its federal income tax status,
since it has never elected to be treated as a regulated investment
18
company under Subchapter M of the Internal Revenue Code. (Electing
treatment as a regulated investment company under Subchapter M
generally allows a qualified investment company to avoid paying
corporate level federal income tax on income it distributes to its
stockholders.) Instead, the Company has always been subject to
corporate level federal income tax on its income (without regard to any
distributions it makes to its stockholders) as a "regular" corporation
under Subchapter C of the Code. There will be no change in its federal
income tax status as a result of becoming an operating company.
OPERATING COMPANY
As an operating company, the Company (i) is not limited in the amount
of excessive leverage that it could incur, (ii) is permitted to issue
Restricted Stock, and (iii) is not limited in the amounts or types of
compensation that it pays to executives.
STOCKHOLDER APPROVAL: VOTE REQUIRED
Section 58 of the Investment Company Act provides that a BDC may
not deregister as a BDC unless it is authorized to do so by a majority
of its issued and outstanding voting securities.
Proposal No. 1 (the authorization and approval of the Board to
withdraw the Company's election to be treated as a BDC pursuant to
Section 54(c) under Investment Company Act) will be approved if a
"majority of the outstanding shares" of the Common Stock are voted
"FOR" the proposal. Abstentions and broker non-votes will also have
the same effect as votes "AGAINST" Proposal No. 1.
PROPOSAL NO. 2
APPROVAL OF BOARD?S ACTION TO CHANGE THE CORPORATE NAME TO
EARTH ENERGY RESERVES, INC.
REASON FOR THE NAME CHANGE
In the judgment of the Board of Directors, the change of Asian
American?s corporate name is desirable in view of the withdrawal of the
election to be treated as a BDC under the Investment Company Act and
the change in the nature of Asian American?s business to become an
operating company in the oil and gas industries. Accordingly, the
directors of Asian American believe that the name amendment will result
in the Company having a name which more accurately reflects its
business and the focus of its operations.
STOCKHOLDER APPROVAL: VOTE REQUIRED
Proposal No. 2 (the authorization and approval of the Board to
change the corporate name to Earth Energy Reserves, Inc.) will be
approved if a "majority of the outstanding shares" of the Common Stock
are voted "FOR" the proposal. Abstentions and broker non-votes will
also have the same effect as votes "AGAINST" Proposal No. 2.
19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of February 10, 2006 by:
(i) each current director and nominee for director; (ii) all executive
officers and current directors of the Company as a group; and (iii) all
stockholders known by the Company to be beneficial owners of more than
five percent of the outstanding shares of Common Stock or Preferred
Stock. The information in this table is based solely on a review by
the Company of its capital stock transfer records and on publicly
available filings made with the SEC by or on behalf of the stockholders
listed below, and is based on 7,730,000 outstanding shares of common
stock.
Name and Address of Number of Shares
Beneficial Owner Beneficially Owned Percent of Class
<s> <c> <c>
James E. Hogue
671 Heinz Parkway
Estes Park, CO 80517 5,000,000 64.68%
James Phillips
6801 Sanger Avenue
Suite 101
Waco, TZ 76710 500,000 6.5%
John M. Thompson, III
7801 Bayshore Court
Fort Worth, TX 76179 500,000 6.5%
Officers and Directors
as a group (3 members) 6,000,000 77.62%
Ted R. Hogue
9427 Covemeadow
Dallas TX 500,000 6.5%
1. Unless otherwise indicated, Asian American believes that all
persons named in the table have sole voting and investment power with
respect to all common shares beneficially owned by them. A person is
deemed to be the beneficial owner of securities which may be acquired
by such person within 60 days from the date indicated above upon the
exercise of options, warrants or convertible securities. Each
beneficial owner's percentage ownership is determined by assuming that
options, warrants or convertible securities that are held by such
person (but not those held by any other person) and which are
exercisable within 60 days of the date indicated above, have been
exercised
Additionally, as of February 10, 2006, Asian American has 5,230,000
warrants outstanding. Each warrant is exercisable for a period of 5
years into one common share of Asian American at the exercise price of
20
$.001. The chart below sets forth the ownership, or claimed
ownership, of certain individuals and entities. This chart discloses
those persons known by the board of directors to have, or to claim to
have, beneficial ownership of more than 5% of the outstanding warrants
as of February 10, 2006; of all directors and executive officers of
Asian American; and of our directors and officers as a group.
Name and Address of Number of Shares
Beneficial Owner Beneficially Owned Percent of Class
<s> <c> <c>
James E. Hogue
671 Heinz Parkway
Estes Park, CO 80517 2,500,000 47.80%
James Phillips
6801 Sanger Avenue
Suite 101
Waco, TZ 76710 500,000 9.56%
John M. Thompson, III
7801 Bayshore Court
Fort Worth, TX 76179 500,000 9.56%
Officers and Directors
as a group (3 members) 3,500,000 66.92%
Ted R. Hogue
9427 Covemeadow
Dallas TX 500,000 9.56%
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
Our management consists of:
Name Age Title
James E. Hogue 68 President/CEO
Chairman of the Board
James R. Phillips 57 Vice President/Secretary/
Treasurer and Director
John M. Thompson, III 64 Chief Financial Officer/
Chief Marketing Officer/
Director
James E. Hogue. Mr. Hogue has served as chairman and president of
Asian American since inception. Since 1991, Mr. Hogue has serviced as
president of Martex Oil and Gas, Inc. From 1996 to 1999, Mr. Hogue
became president, chief operating officer and a director of Cotton
Valley Resources Corporation, a publicly traded AMEX company (KTN).
Mr. Hogue has served as chairman, president and chief financial officer
of Galaxy Partners Ltd. Corporation, a consulting firm, since 1995.
21
James R. Phillips, Jr. Mr. Phillips has served as vice president,
secretary, treasurer and director of Asian American since March 2005.
From 1993 to 2004, Mr. Phillips was a financial consultant, registered
investment advisor of Raymond James and Associates, Inc., Waco, Texas.
Mr. Phillips holds the following business registrations/licenses:
- Registered Representative Securities Industry,
- Registered Investment Advisor
- Securities Licensing Series Seven
- Securities Licensing Series Six
- Commodities Licensed, and
- Insurance and Annuities Licensed
Mr. Phillips graduated from Texas Tech University in 1970 with a
Bachelor of Business Administration in Finance & Banking.
John M. Thompson, III. Mr. Thompson has been chief financial officer,
chief marketing officer and director of Asian American since March
2005, 2005. Mr. Thompson has been a professor at Texas Christian
University from 1979 to present. Mr. Thompson has been a principal of
Loucks, Thompson, Starling & Associates, a consulting firm from 1980 to
present. Mr. Thompson graduated from Texas Christian University in
1963 with a Bachelor of Science in commerce. Mr. Thompson obtained a
Master of Business Administration from Texas Christian University in
1969.
All directors hold office until the completion of their term of office,
which is not longer than three years, or until their successors have
been elected and have been qualified. All officers are appointed
annually by the board of directors and, subject to existing employment
agreements, serve at the discretion of the board. Currently, directors
receive no compensation.
Committees of the Board of Directors
Concurrent with having sufficient members and resources, the Asian
American board of directors will establish an audit committee,
investment committee and a compensation committee. The audit committee
will review the results and scope of the audit and other services
provided by the independent auditors and review and evaluate the system
of internal controls. The investment committee will review and approve
all investments in excess of $25,000 and assist in determining the
carrying values of portfolio investments. The compensation committee
will manage the stock option plan and review and recommend compensation
arrangements for the officers. No final determination has yet been
made as to the memberships of these committees or when we will have
sufficient members to establish committees.
All directors will be reimbursed by Asian American for any expenses
incurred in attending directors' meetings provided that Asian American
has the resources to pay these fees. Asian American will consider
applying for officers and directors liability insurance at such time
when it has the resources to do so.
22
Stock Option Plan
Pursuant to the May 1, 2005 board of directors' approval and subsequent
stockholder approval, we adopted our 2005 Non-Statutory Stock Option
Plan whereby Asian American reserved for issuance up to 5,000,000
shares of its common stock.
Management intends to issue options under the plan to certain current
members of its management team as well as other persons whom it
considers to be important to its current and proposed business
activities, as follows with all options exercisable at $.001 per share
for a period of five years from the date of issuance.
As previously indicated, the board of directors, on May 1, 2005,
adopted the plan so as to provide a long-term incentive for employees,
non-employee directors, consultants, attorneys and advisors of Asian
American and its subsidiaries, if any. The board of directors believes
that Asian American's policy of granting stock options to such persons
will continue to provide it with a critical advantage in attracting and
retaining qualified candidates. In addition, the plan is intended to
provide Asian American with maximum flexibility to compensate plan
participants. It is expected that such flexibility will be an integral
part of Asian American's policy to encourage employees, non- employee
directors, consultants, attorneys and advisors to focus on the long-
term growth of stockholder value. The board of directors believes that
important advantages to Asian American are gained by an option program
such as the plan which includes incentives for motivating employees of
Asian American, while at the same time promoting a closer identity of
interest between employees,
- non-employee directors,
- consultants,
- attorneys, and
- advisors on the one hand,
- and the stockholders on the other.
The principal terms of the plan are summarized below, however it is not
intended to be a complete description thereof and such summary is
qualified in its entirety by the actual text of the plan.
Summary Description of the Asian American, Inc. 2005 Non-Statutory
Stock Option Plan
The purpose of the plan is to provide directors, officers and employees
of, consultants, attorneys and advisors to Asian American and its
subsidiaries, if any, with additional incentives by increasing their
ownership interest in Asian American. Directors, officers and other
employees of Asian American and its subsidiaries are eligible to
participate in the plan. Options in the form of Non-Statutory Stock
Options may also be granted to directors who are not employed by Asian
American and consultants, attorneys and advisors to Asian American
providing valuable services to Asian American and its subsidiaries. In
addition, individuals who have agreed to become an employee of,
director of or an attorney, consultant or advisor to Asian American
and/or its subsidiaries are eligible for option grants, conditional in
each case on actual employment, directorship or attorney, advisor
23
and/or consultant status. The plan provides for the issuance of NSO's
only, which are not intended to qualify as incentive stock options
within the meaning of Section 422 of the Internal Revenue Code, as
amended.
The board of directors of Asian American or a compensation committee
will administer the plan with the discretion generally to determine the
terms of any option grant, including the:
- exercise price,
- number of option shares,
- term,
- vesting schedule, and
- the post-termination exercise period.
Notwithstanding this discretion:
- the term of any option may not exceed 10 years, and
- an option will terminate as follows:
- if such termination is on account of termination of employment
for any reason other than death, without cause, such options shall
terminate one year thereafter;
- if such termination is on account of death, such options shall
terminate 15 months thereafter; and
- if such termination is for cause (as determined by the board of
directors and/or compensation committee), such options shall terminate
immediately.
Unless otherwise determined by the board of directors or compensation
committee, the exercise price per share of common stock subject to an
option shall be equal to no less than 10% of the fair market value of
the common stock on the date such option is granted. No NSO shall be
assignable or otherwise transferable except by will or the laws of
descent and distribution or except as permitted in accordance with SEC
Release No.33-7646 as effective April 7, 1999.
The plan may be amended, altered, suspended, discontinued or terminated
by the board of directors without further stockholder approval, unless
such approval is required by law or regulation or under the rules of
the stock exchange or automated quotation system on which the common
stock is then listed or quoted. Thus, stockholder approval will not
necessarily be required for amendments which might increase the cost of
the plan or broaden eligibility except that no amendment or alteration
to the plan shall be made without the approval of stockholders which
would:
- increase the total number of shares reserved for the purposes of
the plan or decrease the NSO price (except as provided in paragraph 9
of the plan) or change the classes of persons eligible to participate
in the plan, or
- extend the NSO period, or
- materially increase the benefits accruing to plan participants,
or
- materially modify plan participation eligibility requirements,
or
- extend the expiration date of the plan.
24
Unless otherwise indicated the plan will remain in effect until
terminated by the board of directors.
Executive Compensation
No officer, director or employee has received any cash compensation to
date, and no director, officer or employee has a contract or commitment
to receive annual compensation in excess of $100,000. Each officer and
director will be paid a negotiated percentage of profits for the events
that they arrange. They will receive no other compensation from us
until we are operating profitably.
INDEMNIFICATION AGREEMENTS
There are no indemnification agreements known to management which
have been entered into by the Company.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Purchase of Wiltex common stock. In exchange for the issuance of
10,000 shares of Asian American's common stock upon the initial stock
issuance, Asian American received 5,000,000 shares of common stock
(representing 99.2 percent) of Wiltex A, Inc. ("Wiltex" another shell
company) valued at $960 and a receivable from Galaxy Partners LTD Corp
of $40. The $960 value assigned to Wiltex represented Asian American?s
portion of the book value of Wiltex on the date of contribution. On
August 26, 2004, Asian American sold 4,200,000 shares of Wiltex for
$50,000 and recognized a gain on the sale in the amount of $63,309.
The $50,000 proceeds from the sale were used to reduce the note payable
to Galaxy. At March 31, 2005, Asian American owned 800,000 shares of
Wiltex (representing 15.9 percent of the ownership interest in Wiltex).
As a result of Wiltex?s accumulated losses, the investment in Wiltex
has been reduced to zero in the accompanying balance sheet at December
31, 2004 and March 31, 2005. These common shares were subsequently
transferred to James E. Hogue for $10 and other consideration.
Note Payable to Related Party. Asian American has a note payable to
related party due to Galaxy partners LTD, a company owned by James
Hogue, an officer, director and sole shareholder of Asian American.
The notes payable represents amounts paid by Galaxy for general and
administrative expenses on behalf of Asian American. The note is due
on demand and bears interest at the rate of 8 percent calculated on the
average outstanding monthly balance. Management is of the opinion that
the terms of these notes is as favorable as Asian American could obtain
from a non-related party.
The $50,000 received from the sale of Wiltex was received by Galaxy and
was used to reduce the amount owed by the Company to Galaxy. As of
March 31, 2005, the amount owing on the note payable to related party
was $18,942.
25
As it relates to the issuance of Asian American shares and/or options
to its officers and directors, reference is made to Part 1, Item 4,
Part 5, subheading entitled Stock Option Plan as well as part II, Item
4 hereto.
CODE OF ETHICS
The Company has adopted a Code of Ethics in accordance with the
requirements of Investment Company Act that applies to all the
directors and officers of the Company and is attached to this
Information Statement as Appendix A. A copy of the Code of Ethics may
be obtained, without charge, upon a written request mailed to: c/o
Corporate Secretary, Asian American Business Development Company, 671
Heinz Parkway, Estes Park, Colorado 80517.
CODE OF BUSINESS CONDUCT AND ETHICS
Each executive officer and director of the Company is subject to
the Company's Code of Business Conduct and Ethics which was adopted by
the Board and is attached to this Information Statement as Appendix B.
A copy of the Code of Business Conduct and Ethics may be obtained,
without charge, upon a written request mailed to: c/o Corporate
Secretary, Asian American Business Development Company, 671 Heinz
Parkway, Estes Park, Colorado 80517.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
A stockholder who wishes to communicate with the Board or with
specific individual directors may send written communications by mail
addressed to the Board generally, or to such specific director or
directors individually, at: c/o Corporate Secretary, Asian American
Business Development Company 671 Heinz Parkway, Estes Park, Colorado
80517. All communications so addressed will be forwarded to the Board
or the individual director or directors, as applicable.
INVESTMENT ADVISOR, PRINCIPAL UNDERWRITER AND ADMINISTRATOR
The Company does not presently engage, and does not intend to
engage, the services of an investment advisor or administrator, and it
does not currently have any arrangement with a principal underwriter.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, and persons who beneficially own more than 10%
of the Common Stock, to file initial statements of beneficial ownership
(Form 3), and statements of changes in beneficial ownership (Form 4 or
5), of securities of the Company with the SEC. Executive officers,
directors and greater than 10% stockholders also are required by the
SEC to furnish the Company with copies of all forms that they file
pursuant to Section 16(a).
26
Based on the fact that no Forms 3 and 4 have been furnished to us
under Rule 16a-3(d) during fiscal 2005, and certain written
representations from executive officers and directors, the Company is
aware of the following required reports that have not been timely
filed: (a)Form 3 from the appointment as a director for the following:
James E. Hogue, James Phillips, John M. Thompson, III.
ANNUAL REPORT
The Company will furnish, without charge, a copy of the Company's
Form 10KSB to any stockholder that requests a copy. Requests for the
annual report should be directed to the Company's Corporate Secretary
at Asian American Business Development Company, 671 Heinz Parkway,
Estes Park, Colorado 80517.
INCORPORATION BY REFERENCE
SEC rules and regulations allow the Company to "incorporate by
reference" information that the Company files with the SEC, which means
that the Company can disclose important information to you by referring
you to documents previously filed with the SEC. Accordingly, this
Information Statement incorporates by reference all information
required by Item 13(a) of Schedule 14A under the Securities Exchange
Act of 1934, as amended, that is contained in Asian American?s Form
10sb which set forth important information about the Company and the
Company's financial condition that is not otherwise set forth in this
Information Statement. Copies are available at the SEC's website at
http://www.sec.gov or by contacting the Company's Corporate Secretary
via mail at c/o Corporate Secretary, Asian American Business
Development Company, 671 Heinz Parkway, Estes Park, Colorado 80517.or
via telephone at 970-577-8325.
OTHER MATTERS
The Board does not know of any other matters that may properly be
brought, and which are likely to be brought, before the Special
Meeting. However, should other matters be properly brought before the
Special Meeting, the persons present at the meeting will vote in
accordance with their best judgment on such matters.
By Order of the Board of Directors
/s/James E. Hogue
Chairman and Chief Executive Officer
February 11, 2006