2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Act of 1934)
PIONEER OIL AND GAS
(Name of the Issuer)
Pioneer Oil and Gas
(Name of Person(s) Filing Statement)
Common Stock, par value $.001
(Title of Class of Securities)
723826 20 2
(CUSIP Number of Class of Securities)
Don J. Colton
Pioneer Oil and Gas
1206 W. South Jordan Parkway, Unit B
South Jordan, Utah 84095
(801) 566-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
[x] a. The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
[ ] b.The filing of a registration statement under the Securities Act of
1933.
[ ] c. A tender offer.
[ ] d. None of the above.
Check the following box if the solicitation materials or information statement
referred to in checking box (a) are preliminary copies: [x]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee**
$600,000 $120.00
*Calculated solely for purposes of determining the filing fee. The transaction
valuation assumes the payment for 400,000 shares of common stock of the subject
company at $1.50 per share in cash.
**The amount of the filing fee is calculated, in accordance with Rule
0-11(b)(1), by multiplying the transaction valuation of $600,000 by 0.0002.
Introduction
This Rule 13e-3 Transaction Statement is being filed concurrently with the
filing of a preliminary Proxy Statement pursuant to Regulation 14A under the
Securities Exchange Act of 1934 (the "Proxy Statement"). The information
contained in the Proxy Statement, including all exhibits thereto, is hereby
expressly incorporated herein by reference. As of the date hereof, the Proxy
Statement is in preliminary form and is subject to completion or amendment.
Capitalized terms used but not defined in this Schedule 13E-3 (this "Schedule")
shall have the meanings given to them in the Proxy Statement.
Item 1. Summary Term Sheet.
The section entitled "Summary Term Sheet" set forth in the Proxy Statement is
incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The name of the subject company is Pioneer Oil and
Gas, a Utah corporation (the "Company"). The Company's principal place of
business is located at 1206 W. South Jordan Parkway, Unit B, South Jordan,
Utah 84095. The Company's telephone number is (801) 566-3000.
(b) Securities. The subject class of equity securities to which this
Schedule relates is the Company's common stock, par value $.001 per share
(the "Common Shares"), of which 7,910,727 shares were outstanding as of
April 30, 2005.
(c) Trading, Market and Prices. The information set forth in the Proxy
Statement under "Market Price and Dividend Information" is incorporated
herein by reference.
(d) Dividends. The information set forth in the Proxy Statement under
"Market Price and Dividend Information" is incorporated herein by
reference.
(e) Prior Public Offerings. The Company has not made any underwritten
public offering of the Common Shares during the past three years.
(f) Prior Stock Purchases. The information set forth in the section of the
Proxy Statement entitled "Common Share Repurchase Information" is
incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name and Address, (b) Business and Background of Entities and (c)
Business and Background of Natural Persons. The Company's address and
telephone number are provided in Item 2(a) above. The Company's executive
officers and directors are set forth below:
Executive Officers
Don J. Colton President and Treasurer
Gregg B. Colton Vice President and Secretary
Board of Directors
Don J. Colton John O. Anderson
Gregg B. Colton Lynn Woodbury
The address of each executive officer and director of Pioneer Oil and Gas is c/o
Pioneer Oil and Gas, 1206 W. South Jordan Parkway, Unit B, South Jordan, Utah
84095. The information set forth in Item 2(a) above and in the Proxy Statement
under "Executive Officers and Management" is incorporated herein by reference.
All directors and executive officers of the Company are United States citizens.
Item 4. Terms of the Transaction.
(a) Material Terms. The information set forth in the sections of the Proxy
Statement entitled "Purpose of the Stock Splits," Reasons for the Stock
Splits," Effects of the Stock Splits," "Stock Splits Proposal-Summary and
Structure," and "Stock Splits Proposal- Federal Income Tax Consequences" is
incorporated herein by reference.
(c) Different Terms. The information set forth in the Proxy Statement under
"Stock Splits Proposal-Summary and Structure," "Effects of the Stock
Splits" and "Advantages of the Stock Splits-Equal Treatment of Affiliated
and Unaffiliated Holders of Common Shares" is incorporated herein by
reference.
(d) Appraisal Rights. The information set forth in the Proxy Statement
under "Unavailability of Appraisal and Dissenters' Rights", "Unavailability
of Shareholders' Appraisal and Dissenters' Rights and "Escheat Laws" is
incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. The Company has not made
any provision in connection with the transaction to grant unaffiliated
security holders access to the Company's corporate files other than
pursuant to Utah law or to obtain counsel or appraisal services at the
Company's expense.
(f) Eligibility for Listing or Trading. The information set forth in the
Proxy Statement under "Effect of the Stock Splits" is incorporated herein
by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(a) Transactions.
None.
(b) Significant Corporate Events.
None.
(c) Negotiations or Contacts.
None.
(e) Agreements Involving the Subject Company's Securities.
None.
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired.
The Common Shares acquired in connection with the Stock Splits will be
retired.
(c) Plans.
(1) None.
(2) None.
(3) None.
(4) None.
(5) None.
(6) The information set forth in the sections of the Proxy Statement
entitled " Purpose of the Stock Splits," " Reasons for the Stock Splits" and "
Effects of the Stock Splits" is incorporated herein by reference.
(7) The information set forth in the sections of the Proxy Statement
entitled " Purpose of the Stock Splits," "Reasons for the Stock Splits" and
"Effects of the Stock Splits" is incorporated herein by reference.
(8) The information set forth in the sections of the Proxy Statement
entitled "Purpose of the Stock Splits," "Reasons for the Stock Splits" and
"Effects of the Stock Splits" is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Purposes.
The information set forth in the sections of the Proxy Statement
entitled " Purpose of the Stock Splits" and "Background of the Stock
Splits" is incorporated herein by reference.
(b) Alternatives.
The information set forth in the section of the Proxy Statement
entitled "Alternatives to the Stock Splits" is incorporated herein by
reference.
(c) Reasons.
The information set forth in the sections of the Proxy Statement
entitled "Reasons for the Stock Splits" and "Background of the Stock
Splits" is incorporated herein by reference.
(d) Effects.
The information set forth in the sections of the Proxy Statement
entitled " Effects of the Stock Splits," " Advantages of the Stock
Splits," "Disadvantages of the Stock Splits," "Stock Splits Proposal -
Potential Disadvantages of the Stock Splits to Shareholders," and
"Stock Splits Proposal - Federal Income Tax Consequences" is
incorporated herein by reference.
Item 8. Fairness of the Transaction.
(a) Fairness.
The information set forth in the sections of the Proxy Statement
entitled " Fairness of the Stock Splits," "Opinion of Gate-Way
Capital" and "Background of the Stock Splits" is incorporated herein
by reference.
(b) Factors Considered in Determining Fairness.
The information set forth in the sections of the Proxy Statement
entitled "Background of the Stock Splits," " Fairness of the Stock
Splits" and "Opinion of Gate-Way Company" is incorporated herein by
reference.
(c) Approval of Security Holders.
Under Utah law management does not believe the Stock Splits require
shareholder approval, however, the Board of Directors has requested
the shareholders to ratify the action of the Board as to the Stock
Splits and is requesting the approval of at least a majority of the
Company's Common Shares.
(d) Unaffiliated Representative.
The information set forth in the section of the Proxy Statement
entitled " Fairness of the Stock Splits" is incorporated herein by
reference.
(e) Approval of Directors.
The information set forth in the sections of the Proxy Statement
entitled "Background of the Stock Splits" and " Fairness of the Stock
Splits" is incorporated herein by reference.
(f) Other Offers.
None.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) Report, Opinion or Appraisal.
The information set forth in the sections of the Proxy Statement
entitled "Fairness of the Stock Splits" and "Opinion of Gate-Way
Company" is incorporated herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal.
The information set forth in the sections of the Proxy Statement
entitled "Summary Term Sheet - Stock Splits Proposal" and "Opinion of
Gate-Way Company" is incorporated herein by reference.
(c) Availability of Documents.
The full text of the Valuation Opinion of Gate-Way Company, Inc. dated
April 30, 2005, is attached to the Proxy Statement as Exhibit B, and
is incorporated herein by reference. Such Valuation Opinion is also
available for inspection and copying at the Company's principal
executive offices located at 1206 W. South Jordan Parkway, Unit B,
South Jordan, Utah 84095 during Company's regular business hours by
any interested shareholder of Company or representative of such holder
who has been so designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration.
(a) Source of Funds.
The information set forth in the section of the Proxy Statement
entitled "Cost of Stock Splits" is incorporated herein by reference.
(b) Conditions.
Not applicable.
(c) Expenses.
The information set forth in the section of the Proxy Statement
entitled "Cost of Stock Splits" is incorporated herein by reference.
(d) Borrowed Funds.
Not applicable.
Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership.
The information set forth in the section of the Proxy Statement
entitled "Security Ownership of Certain Beneficial Owners and
Management" is incorporated herein by reference.
(b) Securities Transactions.
None.
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going Private Transaction.
The information set forth in the sections of the Proxy Statement
entitled "Recommendation of the Board" and " Fairness of the Stock
Splits" is incorporated herein by reference.
(e) Recommendations of Others.
The information set forth in the sections of the Proxy Statement
entitled " Recommendation of the Board" and "Fairness of the Stock
Splits" is incorporated herein by reference.
Item 13. Financial Information.
(a) Financial Information.
(1) The information and financial statements set forth under Part II,
Item 7, entitled "Financial Statements " of Company's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 2004, are
incorporated herein by reference. The information and financial
statements set forth in the section of the Proxy Statement entitled
"Financial and Other Information" is incorporated by reference.
(2) The information and financial statements set forth under Part I,
Item 1, entitled "Financial Statements" of Company's Quarterly Report
on Form 10-QSB for the quarter ended March 31, 2005, are incorporated
herein by reference. The information and financial statements set
forth in the section of the Proxy Statement entitled "Financial and
Other Information" is incorporated by reference.
(3) Not applicable.
(4) The book value per share as of the most recent 10QSB of the
Company for the period ending March 31, 2005 is $.53 per share.
(b) Pro Forma Information.
The information set forth in the section of the Proxy Statement
entitled "Financial and Other Information" is incorporated herein by
reference.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
(a) Solicitations or Recommendations.
The information set forth in the section of the Proxy Statement
entitled "Quorum, Voting Rights and Other Matters" is incorporated
herein by reference.
(b) Employees and Corporate Assets.
The information set forth in the section of the Proxy Statement
entitled " Quorum, Voting Rights and Other Matters" is incorporated
herein by reference.
Item 15. Additional Information.
All of the information set forth in the Proxy Statement and each
Exhibit attached thereto is incorporated herein by reference.
Item 16. Exhibits.
(a) (i) Preliminary Proxy Statement and Form of Proxy for the Annual
Meeting of Shareholders of the Company.*
(b) Not applicable.
(c) Valuation Opinion of Gate-Way Capital, Inc.*
(d) Not applicable.
(f) Not applicable.
(g) Not applicable.
* Incorporated by reference to Company's Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on May 5, 2005.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 5, 2005
PIONEER OIL AND GAS
By: /s/ Don J. Colton
------------------------------------
Name: Don J. Colton
Title: President
EXHIBIT INDEX
Exhibit
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(a)(i) Preliminary Proxy Statement and Form of Proxy for the Annual Meeting of
Shareholders of Pioneer Oil and Gas.*
(b) Valuation Opinion of Gate-Way Company, Inc.*
* Incorporated by reference to Company's Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on May 6, 2005.