SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Information Statement Pursuant to Section 14 of the Securities
Exchange Act of 1934
Check the appropriate box:
Preliminary Proxy Statement ____ Confidential, for Use of the Commission
____ Only (as permitted by Rule 14c-5(d)(2))
X
____ Definitive Proxy Statement
YELLOW GOLD OF CRIPPLE CREEK, INC.
_______________________________________
(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:
______________________________________________________________________________
(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 on which the filing
fee is calculated and state how it was determined):
______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________________
(5) Total fee paid:
______________________________________________________________________________
____ Fee paid previously with preliminary materials.
____ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
______________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
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______________________________________________________________________________
(4) Date Filed:
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YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Colorado Corporation)
57 West 200 South, Suite 310
Salt Lake City, UT 84101
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Our Shareholders:
You are cordially invited to attend a Special Meeting of the Shareholders
of Yellow Gold of Cripple Creek, Inc., a Colorado corporation (hereinafter "the
Company"), which will be held at 57 West 200 South, Suite 310, Salt Lake City,
Utah, on October 6, 1997, commencing at 10:00 a.m., local time, for the
following purpose:
PROPOSAL NO. 1 - To consider and vote upon a proposal to reverse split the
outstanding shares of common stock of the Company at the rate of one share
for each forty shares outstanding.
PROPOSAL NO. 2 - To consider and vote upon a proposal to amend Article IV
of the Articles of Incorporation of the Company to increase the authorized
number of shares of common stock of the Company from 20,000,000 to
50,000,000, and to change the par value of the common stock of the Company
from $0.0025 per share to $0.001 per share.
The complete text of these proposals and the reasons your Board of
Directors has proposed their adoption are contained in the Proxy Statement
included with this package.
The Special Meeting may adjourn from time to time without notice other than
by announcement at the Special Meeting, or at any adjournment thereof, and any
and all business for which the Special Meeting is hereby noticed may be
transacted at any such adjournment.
The Company's Shareholders entitled to notice of and to vote at the Special
Meeting, and any adjournment thereof, are Shareholders of record at the close of
business on September 15, 1997, as fixed by the Board of Directors.
A list of the Company's Shareholders entitled to notice of and to vote at
the Special Meeting will be made available during regular business hours at the
Company's corporate offices at 57 West 200 South, Suite 310, Salt Lake City,
Utah 84101, from the date of this notice for inspection by any Shareholder
for any purpose germane to the Special Meeting.
You are encouraged to attend the Special Meeting. HOWEVER, WE ARE NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kip Eardley
_______________________
Kip Eardley, Secretary
Salt Lake City, Utah
August 25, 1997
YELLOW GOLD OF CRIPPLE CREEK, INC.
(A Colorado Corporation)
SPECIAL MEETING OF THE SHAREHOLDERS
___________________________________
INFORMATION STATEMENT
___________________________________
INTRODUCTION
This Information Statement is being furnished to Shareholders of Yellow
Gold of Cripple Creek, Inc. ("the Company"), a Colorado corporation, in
connection with the Special Meeting of Shareholders, and at any adjournments
thereof, to be held on October 6, 1997, at 10:00 a.m., local time, at 57 West
200 South, Suite 310, Salt Lake City, Utah 84101. The first date on which
this Information Statement is first being sent to Shareholders of the Company
is on or about September 16, 1997.
Only the Company's Shareholders of record as of the close of business on
September 15, 1997, will be entitled to vote at the Special Meeting or at any
adjournment thereof.
The principal executive offices of the Company are located at 57 West 200
South, Suite 310, Salt Lake City, Utah 84101.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
SHARES OUTSTANDING AND VOTING RIGHTS
At the close of business on September 15, 1997, the record date for
determining Shareholders eligible to vote at the Special Meeting, the Company
had outstanding 19,600,000 shares of common stock, par value $0.0025 per share.
On the proposals provided for in this Information Statement the shareholders
entitled to vote will each have one vote per share. The presence in person
or by proxy of the holders of at least a majority of the outstanding shares
is necessary to constitute a quorum at the Special Meeting. Any amendment to
the Articles of Incorporation as set forth herein shall require the
affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Company. Any other proposals shall
require the affirmative vote of a majority of the shares entitled to vote and
represented in person or by proxy at the Special Meeting.
Abstentions are considered as shares present and entitled to vote but are not
counted as affirmative votes cast on a given matter. A broker or nominee
holding shares registered in its name, or in the name of its nominee, which are
beneficially owned by another person and for which it has not received
instructions as to voting from the beneficial owner does not have the
discretion to vote the beneficial owner's shares with respect to the
proposals. Any broker or nominee "non-votes" with respect to the proposals
will not be considered as shares entitled to vote on that matter and will not
be considered by the inspector when counting votes cast on the matters.
Mr. Howard M. Oveson, the sole executive officer and director of the Company,
beneficially owns approximately 56.64% of the outstanding shares of the Company,
10,500,000, or 53.57%, of which shares are owned directly by Milagro Holdings,
Inc., a company owned and controlled by Mr. Oveson. (See "Security Ownership of
Certain Beneficial Owners and Management.") The Company has been informed that
Mr. Oveson presently intends to vote the shares owned by Milagro Holdings, Inc.
in favor of the proposals set forth herein.
The Company will bear the cost of preparing and mailing the material
furnished to the shareholders in connection with the Special Meeting. It is
anticipated that such funds will be loaned to the Company by Mr. Oveson.
FOR THE REASONS STATED HEREIN, YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
"FOR"THE PROPOSALS SET FORTH HEREIN:
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information furnished by the
following persons concerning the Common Stock ownership as of August 25, 1997,
of (I) each person who is known to the Company to be the beneficial owner of
more than 5 percent of the Common Stock; (ii) all directors and executive
officers; and (iii) directors and executive officers of the Company as a group:
Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership (FN-1) Percent of Class
________________________ ______________________ _________________
Howard M. Oveson 11,102,500 (FN-2) 56.64%
57 West 200 South
Suite 310
Salt Lake City, Utah 84101
Charles A. Dager 1,000,000 (FN-3) 5.102%
106 South Third Street
P.O. Box 85
Victor, CO 80860
Executive Officers and
Directors as a Group
(1 Person) 11,102,500 56.64%
(FN-1) Unless otherwise indicated, this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power.
(FN-2) Of these shares, 10,500,000 are held directly of record by Milagro
Holdings, Inc., a Delaware Corporation controlled by Mr. Oveson, and 602,500 are
held directly of records by Charles A. Dager who sold such shares to Mr. Oveson.
(FN-3) These shares are held directly by Cameron A. Dager, the son of
Charles A. Dager.
On July 8, 1997, Howard M. Oveson, the sole director and an officer, and
principal shareholder, of the Company entered into an agreement with Broad Seal
Ltd. ("Broad Seal") to sell 11,102,500 shares (56.64% of the total outstanding
shares) of common stock of the Company owned by Milagro Holdings, Inc.
("Milagro"), a corporation owned and controlled by Mr. Oveson. The option
applies to the purchase of not less than all of the shares by Broad Seal and
is exercisable on or before December 31, 1997. During the term of the option
Milagro has agreed not to sell, transfer, assign, convey, or encumber the shares
or any interest therein. However, Milagro shall remain at all times during the
term of the option the legal owner of the shares having all rights of ownership
with respect to the shares, including voting rights, dividend and liquidation
rights, and any and all other rights inherent in the ownership of the shares,
subject only to the exercise terms of the option. The option rights of Broad
Seal may be exercised only by it or its successors and are not transferable.
The exercise of the option would result in a change of control of the Company
by virtue of such party obtaining a majority of the outstanding stock of the
Company.
PROPOSAL NO. 1
REVERSE STOCK SPLIT
The Board of Directors has proposed that the outstanding shares of Common
Stock of the Company, par value $0.0025 (the "Common Stock") will be reverse
split at a rate of one share for each forty shares outstanding so that
approximately 490,000 shares of Common Stock will be issued and outstanding
immediately following the reverse stock split. The rights of existing
shareholders will not otherwise be altered by the reverse stock split,
except as described herein in connection with the increase of the number of
authorized common shares and the change of par value. The recapitalization
will have no effect on the shareholders' equity of the Company, other than a
transfer from stated capital to additional paid-in capital.
The reverse split would be effective at the close of business on the date
approved by the shareholders. Fractional shares will not be issued; rather,
the Company will round up any fractions of a share. All shares returned to
the Company as a result of the recapitalization will be canceled and returned to
the status of authorized but unissued shares. It is possible that shareholders
holding less than 100 shares (otherwise known as "Odd Lots") of the Company's
Common Stock may have difficulty in disposing of their shares in that the
commissions charged to sell such shares may exceed the value of the shares.
If the proposed reverse stock split is approved by the shareholders, each
shareholder will be entitled to submit his or her old stock certificate (any
certificate issued prior to the effective date) and $15 per new certificate
to be issued, to the Company's transfer agent, OTC Stock Transfer, Inc., P.O.
Box 65600, 231 East 2100 South, Suite 3, Salt Lake City, UT 84165, and be issued
in exchange therefor, new certificates representing one share for each forty
shares reflected in the old certificates, rounded to the next whole share.
No fractional shares will be issued. To eliminate confusion in the transactions
of the Company's Common Stock, the Board of Directors urges the shareholders to
surrender their certificates for exchange; however, shareholders are not
required to do so. However, the Company will continue to honor any old
certificates prior to any future transfer. The Company will not pay any
costs of issuing new certificates.
Management believes that in seeking a new business venture, the number of
shares outstanding would be prohibitively high since it would be likely that any
owner of such a new business venture would require that it receive a controlling
interest in the Company. By reducing the number of shares outstanding, the
amount of common stock which would need to be issued in order to provide such
person with control would be significantly reduced. Also, following such a
reverse acquisition, management believes that the reduced number of shares
outstanding would be more conducive to an orderly trading market.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT ITS SHAREHOLDERS VOTE
"FOR" THE REVERSE STOCK SPLIT.
PROPOSAL NO. 2
INCREASE THE AUTHORIZED COMMON SHARES; CHANGE OF PAR VALUE
The Company proposes to increase the number of authorized shares of common
stock of the Company from 20,000,000 to 50,000,000, and to reduce the par value
per share from $0.0025 to $0.001. In order to effect such changes the Board of
Directors has approved the following amendment to the Articles of Incorporation
of the Company: Article IV of the Articles of Incorporation of the Company
should be amended to read as follows: "The total authorized capital stock of
this corporation shall be fifty million (50,000,000) shares of common stock, par
value $0.001 per share."
With the increase in the number of authorized shares of common stock and
the proportionate reduction in par value, the total authorized capitalization
of the Company will remain at $50,000. However, the capital section of the
balance sheet will be changed, both by the changes to the authorized shares
and par value, as well as the proposed reverse split of outstanding common
shares. Assuming the approval of the reverse split, the capital section of
the balance sheet would be changed as follows:
Before After
Restatement Restatement
__________ __________
Common Stock, $.0025 par value,
20,000,000 authorized, 490,000
shares issued and outstanding $ 1,225 --
Common Stock, $.001 par value,
50,000,000 authorized, 490,000
shares issued and outstanding -- $ 490
Additional paid in capital 508,929 509,664
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT
HOLDERS OF COMMON STOCK VOTE FOR THIS PROPOSAL TO BE VOTED UPON AT THE
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SPECIAL MEETING.
SHAREHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next annual
meeting of shareholders must be received by the secretary at the offices of
Yellow Gold of Cripple Creek, Inc. no later than April 15, 1998, in order to
be included in the company's proxy statement and form of proxy relating to that
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Howard M. Oveson
___________________________
Howard M. Oveson, President
Salt Lake City, Utah
August 25, 1997