Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
Bail Corporation
----------------
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required. (Rule 14a-6(i)(2))
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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.:
3) Filing Party:
4) Date Filed:
Bail Corporation
11952 Farley
Shawnee Mission, Kansas 66213
July 25, 2001
Dear Bail Corporation shareholder:
I am pleased to invite you to Bail Corporation's 2001 annual meeting of
shareholders. The meeting will be at 10:00 a.m. on Friday, August 10, 2001, at
11952 Farley, Shawnee Mission, Kansas.
At the meeting, you and the other shareholders will vote on the election of
directors as outlined in the accompanying notice of meeting, to approve an
amendment to the articles of incorporation to change the name of the company, to
approve an amendment to the articles of incorporation to provide for staggered
terms for the company's board of directors, and on any other business that
properly comes before the meeting.
We hope you can join us on Friday, August 10, 2001. Your vote is important.
To vote at the meeting please either attend the meeting or complete, sign and
date the enclosed proxy card and return it in the accompanying postage-paid
envelope. If you intend to attend the meeting in person, please call
913-814-8313 to RSVP and get directions.
Thank you for your continued support.
Very truly yours,
/s/ Charles A. Ross, Sr.
------------------------
Charles A. Ross, Sr.
Chairman of the Board and President
Bail Corporation
Notice of Annual Meeting of Shareholders
Date:
Friday, August 10, 2001
Time:
10:00 a.m.
Place:
11952 Farley
Shawnee Mission, Kansas
Purpose:
To vote on the following matters:
1. Elect Charles A. Ross, Sr. to serve during the ensuing year or,
if the staggered term proposal passes, until his successor is
elected and qualified;
2. Adopt an amendment to the company's Articles of Incorporation,
attached as Exhibit A, changing the name of the company to "Vista
Exploration Corporation;"
3. Adopt an amendment to the company's Articles of Incorporation,
attached as Exhibit A, providing for staggered terms for the
company's directors;
4. Transact such other business as may properly come before the
meeting.
Further information about the meeting is contained in the accompanying
proxy statement. All shareholders of record on July 23, 2001 may vote at this
meeting.
Your vote is important. If you do not plan to attend the meeting, please
sign, date and promptly return the enclosed proxy. A postage-paid reply envelope
is enclosed for your convenience. A shareholder who submits a proxy may revoke
it at any time before the vote is taken at the meeting.
By Order of the Board of Directors
/s/ Charles A. Ross, Sr.
------------------------
Charles A. Ross, Sr.
Chairman of the Board and President
July 25, 2001
Bail Corporation
11952 Farley
Shawnee Mission, Kansas 66213
(913) 814-8313
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held August 10, 2001
General
This proxy statement contains information about the 2001 annual meeting of
stockholders of Bail Corporation to be held at 11952 Farley, Shawnee Mission,
Kansas on Friday, August 10, 2001, at 10:00 a.m. local time. The Company's Board
of Directors is using this proxy statement to solicit proxies for use at the
annual meeting. In this proxy statement "Bail" and "the Company" both refer to
Bail Corporation. This proxy statement and the enclosed proxy card are being
mailed to you on or about July 25, 2001.
Purpose of the Annual Meeting
At the Company's annual meeting, stockholders will vote on the election of
directors as outlined in the accompanying notice of meeting, to approve an
amendment to the articles of incorporation to change the name of the Company, to
approve an amendment to the articles of incorporation to provide for staggered
terms for the Company's board of directors, and on any other business that
properly comes before the meeting. As of the date of this proxy statement, the
Company is not aware of any business to come before the meeting other than the
items noted above.
Who Can Vote
Only stockholders of record at the close of business on the record date of
July 23, 2001, are entitled to receive notice of the annual meeting and to vote
the shares of Bail common stock they held on that date. As of July 23, 2001,
there were 5,640,000 shares of Bail common stock issued and outstanding. Holders
of Bail common stock are entitled to one vote per share and are not allowed to
cumulate votes in the election of directors. The enclosed proxy card shows the
number of shares that you are entitled to vote.
How to Vote
All Bail Corporation stockholders hold their shares in their own name (as a
"stockholder of record"). You may give instructions on how your shares are to be
voted by marking, signing, dating and returning the enclosed proxy card in the
accompanying postage-paid envelope.
A proxy, when executed and not revoked, will be voted in accordance with
its instructions. If no instructions are given, proxies will be voted FOR
management's slate of directors, the amendment to the articles of incorporation
to change the name of the Company, and the amendment to the articles of
incorporation to provide for staggered terms for the Company's board of
directors.
Revoking a Proxy
You may revoke a proxy before the vote is taken at the meeting by:
o submitting a new proxy with a later date,
o by voting at the meeting, or
o by filing a written revocation with Bail's president.
Your attendance at the annual meeting will not automatically revoke your proxy.
Quorum and Voting Requirements
A quorum of stockholders is necessary to hold a valid meeting. A quorum
will exist if stockholders of a majority of the outstanding shares of common
stock are present at the meeting in person or by proxy. Abstentions count as
present for establishing a quorum. Shares held by Bail in its treasury are not
entitled to vote and do not count toward a quorum. If a quorum is not present,
the meeting may be adjourned until a quorum is obtained.
If a quorum is present, the affirmative vote of a majority of shares
represented in person or by proxy will be required to elect the directors, amend
the articles of incorporation, and to decide any other matter which may properly
be submitted to a vote at the meeting. Any shares present but not voted,
including abstentions, will not be considered when counting votes cast for or
against a proposal.
Payment of Proxy Solicitation Costs
The Company will pay all costs of soliciting proxies. The solicitation will
be made by mail. In addition to mailing proxy solicitation material, Bail's
management also may solicit proxies in person, by telephone, or by other
electronic means of communication.
The Company's Annual Report
A copy of Bail's Annual Report on Form 10-K for the year ended March 31,
2001 is enclosed with this proxy statement. Upon written request, the Company
will provide copies of the exhibits to this report for a charge limited to its
reasonable expenses in furnishing the exhibits. Requests for exhibits should be
directed to Bail Corporation, 11952 Farley, Shawnee Mission, Kansas 66213,
Attention: Charles A. Ross, Sr.
2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 23, 2001, the common stock
ownership of each person known by Bail to be the beneficial owner of 5% or more
of Bail's common stock (a "Principal Stockholder"), all directors, persons
nominated to be directors, and officers individually and all directors and
officers of Bail as a group. Except as noted, each person has sole voting and
investment power with respect to the shares shown. All shares are "restricted
securities" and as such are subject to limitations on resale. The shares may be
sold pursuant to Rule 144 under certain circumstances. There are no contractual
arrangements or pledges of Bail's securities, known to Bail, which may at a
subsequent date result in a change of control of the Company.
Shares Options
beneficially exercisable Total shares Percent
Name, Address and Position owned excluding within 60 beneficially beneficially
of Beneficial Owner options days owned (1) owned
------------------- ------- ---- --------- -----
Charles A. Ross, Sr., Director and President / 900,000 0 900,000 16%
Director Nominee
11952 Farley
Shawnee Mission, KS 66213
All directors and executive officers as a 900,000 0 900,000 16%
group (1 person):
Jeffrey P. Frazier, Principal Stockholder 1,000,000 0 1,000,000 17.7%
2956 Nova Road
Pine, CO 80470
Gary J. Grieco, Principal Stockholder 1,250,000 0 1,250,000 22.2%
2856 La Casita Avenue
Las Vegas, NV 89120
Terrie L. Pham, Principal Stockholder 1,000,000 0 1,000,000 17.7%
16511 E. 27 Terrace
Independence, MO 64055
The Hedge Fund, LLC, Principal Stockholder 360,000 0 360,000 6.4%
Brad Berveri, Managing Member
15139 W. 119th
Overland Park, KS 66062
----------
(1) According to Rule 13d-3 under the Securities Exchange Act of 1934, a
beneficial owner of securities includes any person who directly or
indirectly has, or shares, voting power and/or investment power with
respect to such securities. Rule 13d-3 also includes as a beneficial owner
of a security any person who has the right to acquire beneficial ownership
of such security within 60 days through any means, including the exercise
of any option, warrant or conversion of a security. Any securities not
outstanding which are subject to such options, warrants or conversion
privileges are deemed to be outstanding for the purpose of computing the
percentage of outstanding securities of the class owned by such person.
Those securities are not deemed to be outstanding for the purpose of
computing the percentage of the class owned by any other person.
3
On or about March 3, 2001, the Company entered into an Agreement for the
Purchase of Common Stock with Corporate Management Services, Inc. and Charles A.
Ross, Sr. pursuant to which Corporate Management sold 900,000 shares of Bail
common stock to Mr. Ross for $1,000 in cash. This purchase gave Mr. Ross 73.2%
of the outstanding shares of the Company's common stock. Mr. Ross acquired the
shares in order to acquire control of Bail and to change Bail from an inactive
company to a company active in the oil and gas business. Pursuant to that
agreement, on April 10, 2001, Mr. Andrews resigned as the Company's sole officer
and director and Mr. Ross became the sole officer and director.
On April 30, 2001, the Company closed a private placement of its common
stock pursuant to which it sold an aggregate of 3,300,000 shares to 6
shareholders for an aggregate purchase price of $33,000 in cash ($0.01 per
share). As a result of these sales, Mr. Ross' percentage ownership dropped to
19.9% and three of the investors, Ms. Pham and Messrs. Frazier and Grieco, each
acquired a 22.1% interest in the Company. According to reports filed with the
SEC by Ms. Pham and Mr. Frazier, such shares were acquired as a passive
investment in Bail and not in an attempt to obtain control of the Company.
On June 7, 2001, the Company closed a private placement of its common stock
pursuant to which it sold an aggregate of 750,000 shares to 3 shareholders for
an aggregate purchase price of $75,000 in cash ($0.10 per share). As a result of
these sales, Mr. Ross' percentage ownership dropped to 17% and Ms. Pham's and
Mr. Frazier's percentage ownership each dropped to 18.9%. Mr. Grieco purchased
250,000 shares in the offering and increased his percentage ownership to 23.7%.
On June 28, 2001, the Company closed a private placement of its common
stock pursuant to which it sold 360,000 shares to 1 shareholder for a purchase
price of $90,000 in cash ($0.25 per share). As a result of this sale, Mr. Ross'
percentage ownership dropped to 16%, Ms. Pham's and Mr. Frazier's percentage
ownership each dropped to 17.7%, and Mr. Grieco's percentage ownership dropped
to 22.2%.
PROPOSAL ONE: ELECTION OF DIRECTORS
Directors and Executive Officers
The following table sets forth the name, age and position of each of our
officers and directors as of the date of this proxy solicitation.
Name Age Position Term
---- --- -------- ----
Charles A. Ross, Sr. 61 President and Director April 2001 to July 2001
There are no agreements or understandings for our sole officer and director
to resign at the request of another person nor is he acting on behalf of or at
the direction of any other person.
4
Election of Directors
Under the Company's current articles of incorporation and bylaws, all
directors of the Company are elected annually unless no annual stockholders'
meeting is held, in which event the directors serve until their successors are
duly elected and qualified. However, if the staggered board of directors
proposal to be voted on at this annual meeting is approved, the directors will
be divided into three classes, Class A, Class B and Class C. The initial Class A
director will be elected for three years, the initial Class B director for 2
years, and the initial Class C director for one year. Upon the expiration of the
initial staggered terms, directors will be elected for terms of three years, to
succeed those whose terms have expired. The merits of this proposal are
discussed in detail below in Proposal Three.
The Company's board of directors consists of three directors and currently
there are two vacancies. Mr. Charles Ross, the sole director, is actively
seeking qualified individuals to serve as directors on the Company's board.
At this annual meeting, Mr. Ross is to be elected to serve either for: (i)
one year or until his successor is duly elected and qualified, if the staggered
board of directors proposal is not accepted; or (ii) if the staggered board
proposal is accepted, Mr. Ross (as the Class A director) will serve for a
three-year term.
Under the Company's current articles of incorporation and bylaws, vacancies
occurring in the Company's board of directors may be filled by the vote of the
remaining directors or by the vote of the shareholders. If and when one or both
of the vacancies are filled, each of the two new directors will serve either
for: (i) one year or until his successor is duly elected and qualified, if the
staggered board of directors proposal is not accepted; or (ii) if the staggered
board proposal is accepted, the Class B director will serve for a two-year term
and the Class C director will serve for a one-year term.
Mr. Charles Ross currently is the Company's sole nominee for directorship.
He currently is serving as the Company's sole director.
The Board of Directors as a whole acts as the nominating committee,
selecting the director nominees. The Board will consider suggestions by
stockholders for names of possible future nominees when delivered in writing to
the President of the Company on or before March 1 in any year for election at
the next annual meeting.
The proxies will be voted in favor of the nominee unless a contrary
specification is made in the proxy. The nominee has consented to serve as a
director of the Company if elected. However, if any nominee is unable to serve
or for good cause will not serve as a director, the persons named in the proxy
intend to vote in their discretion for a substitute who will be designated by
the Board of Directors.
The Board of Directors recommends voting "FOR" electing the nominee.
5
Nominees for Election as Directors
Biographical information, including principal occupation and business
experience during the last five years, of each nominee for director is set forth
below.
Class A Director Age
---------------- ---
Charles A. Ross, Sr. has served the Company as its President and sole 61
director since April 10, 2001. From June 1998 until March 2001, Mr.
Ross was self-employed and an investor. From August 1995 until May
1998, he was the President and CEO and a director of Edgerton
Technology, Inc. and from July 1996 until May 1998 he was the Chairman
of the Board, President, CEO and Treasurer of Edgerton Musical
Amplifiers, Inc. From August 1992 to August 1995, Mr. Ross was a
self-employed consultant and investor.
Other public companies in which Mr. Ross served as an officer or
director include Copilot Electronic Products, Inc. from 1989 to 1992,
Birdview Satellite Communications, Inc. from 1981 to 1986, and Kustom
Electronics, Inc. from 1965 to 1973. In 1968 he was named Kansas Small
Businessman of the Year by the Small Business Administration.
Class B Director
----------------
No nominee.
Class C Director
----------------
No nominee.
Committees
Since its inception, the Company's Board of Directors has consisted of only
one member, who would not be considered an independent or "outside" member of
the Board. Therefore, the Company has no members on its Board who qualify for an
audit or compensation committee. As a result, the Company has been conducting
operations without an independent audit or compensation committee and without a
nominating committee. Consequently, the Company has not been required to adopt
an audit committee charter nor has it issued an audit committee report which
normally would accompany this proxy statement.
The Board of Directors had no meetings during the last fiscal year and thus
no director attended less than 75 percent of the meetings of the Board. All
actions taken by the Board of Directors during the last fiscal year were taken
pursuant to a unanimous written consent of the Board.
6
Executive Compensation
The following table sets out the annual compensation paid to our sole
officer for the last three fiscal years. No executive officer of ours received
annual compensation in excess of $100,000 during the last three fiscal years.
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards Payouts
------------------- ------ -------
Restricted Securities
Name and Fiscal Other Stock Underlying LTIP
Principal Year Salary Bonus Annual Awards Options/ Payouts All Other
Position Ending ($) ($) Comp. ($) SARs (#) ($) Comp.($)
-------- ------ --- --- ----- --- -------- --- --------
George
Andrews, 3/31/01 0 0 0 0 0 0 0
former 4/30/00 0 0 0 0 0 0 0
President 4/30/99 0 0 0 0 0 0 0
Officer Compensation
As of the date hereof, no executive officer has received any compensation
for services rendered to us nor have they accrued any compensation pursuant to
any agreement with us. In the future, we likely will compensate our officers for
their services.
Option Exercises and Values
None of our executive officers holds any stock options to purchase our
common stock.
Long-Term Incentive Plans
We do not have any long-term incentive plans. No retirement, pension,
profit sharing, stock option, insurance programs or other similar programs have
been adopted by us for the benefit of our employees.
Employment Contracts and Termination of Employment Arrangements
There are no other compensatory plans or arrangements, including payments
to be received from us, with respect to the resignation, retirement or other
termination of the employment of any executive officer or related to a change in
control in us.
Director Compensation
None of our directors received any compensation during our most recent
fiscal year for serving in their position as directors. If we do have funds
available in the future, we likely will reimburse our directors for expenses
incurred by them in their duties as a director.
7
Certain Relationships and Related Transactions
On April 11, 1998, we issued a total of 1,000,000 shares of our common
stock to Corporate Management Services, Inc., or CMS, in exchange for services
related to management and organization costs of $500. Mr. George Andrews, our
sole officer and director until April 2001, is the sole director and a 50%
shareholder of CMS. From April 11, 1998, to April 10, 2001, CMS provided us with
administrative and marketing services on an as-needed basis without additional
charge.
Additionally, from inception to March 31, 2001, we incurred an expense of
$100 per month for rent and other administrative services which were performed
by CMS on our behalf. As of March 31, 2001, we had incurred rent and
administrative service expenses totaling $3,600, which amount has been forgiven
by CMS and credited to additional paid-in capital on our financial statements.
From April 11, 1998, to April 10, 2001, CMS advanced to us any additional
funds which we needed for operating capital and for costs in connection with
searching for or completing an acquisition or merger. Such advances were made
without expectation of repayment (other than offsets of earned interest) unless
the owners of a business which we acquired or merged with agreed to repay all or
a portion of such advances. As of March 31, 2001, CMS had advanced a total of
$5,155 to us for legal, accounting, general and administrative expenses, which
amount was treated as an accrued liability on our financial statements but which
was forgiven by CMS as of April 30, 2001.
On or about March 3, 2001, we and CMS entered into an Agreement for the
Purchase of Common Stock with Charles A. Ross, Sr. pursuant to which CMS sold
900,000 shares of our common stock to Mr. Ross for $1,000. Pursuant to that
agreement, on April 10, 2001, Mr. Andrews resigned as our sole officer and
director and Mr. Ross became our sole officer and director.
PROPOSAL TWO: AMENDMENT TO ARTICLES OF INCORPORATION TO
CHANGE THE COMPANY'S NAME
The Board of Directors has determined that the name of the Company should
be changed to Vista Exploration Corporation to better identify the Company's
principal business of exploiting oil and gas production. This amendment to the
Company's articles of incorporation would not have any negative effect on the
shareholders of the Company. The full text of this proposal is set forth in
Article 1 of Exhibit A attached to this proxy statement.
8
The Board of Directors recommends that the stockholders vote "FOR" approval
of the amendment to the articles of incorporation to change the Company's name.
PROPOSAL THREE: AMENDMENT TO ARTICLES OF INCORPORATION TO
PROVIDE FOR STAGGERED DIRECTORS TERMS
The Company's current articles of incorporation and bylaws provide that the
number of directors of the Company shall be fixed from time to time by the Board
of Directors, provided that the number of directors shall be not less than three
nor more than nine. The Board of Directors has fixed the number of directors at
three. The election and removal of directors is governed by the Company's bylaws
which provide that each director serves until the next annual meeting of
stockholders or until his successor has been elected and qualified.
Additionally, a director may be removed with or without cause by a majority vote
of the stockholders at a meeting called for such purpose or by a sufficient
number of other candidates receiving more votes than the director at the next
annual meeting.
Because the directors of the Company will be directly affected by the
staggered board proposal, they may be deemed to have an interest in the outcome
of such proposal.
The Board of Directors has proposed to institute a staggered board of
directors consisting of three classes of directors (the "Staggered Board"). Each
class must contain one-third of the total number of directors, or as near
thereto as possible. The initial Class A will consist of one director designated
as the Chairman of the Board and the initial Class B and Class C each will
consist of one director. The directors proposed to be in each class are
identified in the "Nominees for Election of Directors" section under "Proposal
One: Election of Directors" of this proxy statement. The term of the Class C
director will expire at the next annual meeting of shareholders. The term of the
Class B director will expire at the second annual meeting following adoption of
the Staggered Board and the term of the Class A director will expire at the
third annual meeting following adoption of the Staggered Board. Following the
expiration of their initial terms, directors will be elected for terms of three
years to succeed those whose terms expire.
The overall effect of the Staggered Board would be to render more difficult
the accomplishment of certain acquisitions of control by hostile third parties.
At the same time, such amendment would make it more difficult to remove current
management and the Board and may have other anti-takeover effects, both
favorable and unfavorable, to the Company's shareholders.
The full text of the Staggered Board proposal is set forth in Article 5 of
Exhibit A attached to this proxy statement. If the Staggered Board proposal is
adopted, the Board of Directors will adopt a corresponding amendment to the
Company's bylaws, without separate shareholder consent.
9
Consideration in Support of the Staggered Board Proposal
The Board of Directors believes that the Staggered Board proposal will
enhance its ability to protect stockholders against attempts to acquire control
of the Company by means of unfair or abusive tactics that exist in many
unsolicited takeover attempts. The Staggered Board proposal would encourage
persons seeking to acquire control of the Company to engage in good faith,
arms-length negotiations with the Board regarding the structure of their
proposal, rather than waging a hostile proxy contest, and would permit the Board
to engage in such negotiations from a stronger position. In addition, the
Staggered Board proposal would facilitate the Company's attracting and retaining
qualified Board members and hiring and retaining competent management personnel
by increasing the likelihood of a stable employment environment. The Company
also believes that ensuring continuity of service among the Board members and
three-year commitments for Board service is desirable.
Other Considerations
The Staggered Board proposal could have the effect of deterring certain
third parties from initiating proxy contests or from acquiring substantial
blocks of the Company's shares. Such proxy contests and acquisitions of
substantial blocks of shares tend to increase, at least temporarily, market
prices for the target company's stock. Consequently, if the Staggered Board
proposal is approved, the Company's shareholders could be deprived of temporary
opportunities to sell their shares at higher market prices. Moreover, by
possibly deterring proxy contests or acquisitions of substantial blocks of the
Company's common stock, the Staggered Board proposal might have the incidental
effect of inhibiting certain changes in incumbent management, some or all of
whom may be replaced in the course of a change in control.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under U.S. securities laws, directors, executive officers and persons
holding more than 10% of Bail common stock must report their initial ownership
of the common stock and any changes in that ownership in reports which must be
filed with the SEC and the Company. The SEC has designated specific deadlines
for these reports and Bail must identify in this proxy statement those persons
who did not file these reports when due.
Based solely on a review of reports provided to the Company by its
directors, executive officers and persons holding more than 10% of the Company's
common stock, all reports regarding transactions in the Company's securities
required to be filed for the period from May 1, 2000, to March 31, 2001, by
Section 16(a) under the Securities Exchange Act of 1934 were timely filed except
the initial statement of ownership on Form 3 for Mr. Charles Ross.
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Cordovano & Harvey, P.C. as the
independent public accountants to audit the financial statements of Bail for its
2001-2002 fiscal year. Cordovano & Harvey, P.C. has served as Bail's independent
accountants since 1998 and is familiar with its business and financial
procedures. To the knowledge of management, neither Cordovano & Harvey, P.C. nor
any of its members has any direct or material indirect financial interest in the
Company nor any connection with the Company in any capacity other than as
independent public accountants. A representative of Cordovano & Harvey, P.C. is
not expected to be present at the annual meeting but will have an opportunity to
make a statement if he desires to do so and to respond to appropriate questions.
10
Audit Fees
Cordovano & Harvey, P.C. billed the Company an aggregate of $_____ for
professional services rendered in the audit of the Company's financial
statements for its fiscal year ended March 31, 2001, and rendered in the review
of the Company's financial statements for its three fiscal quarters ended July
31, 2000, October 31, 2000, and January 31, 2001.
Financial Information System Design and Implementation
During the most recent completed fiscal year, Cordovano & Harvey, P.C. did
not perform any financial information system design or implementation services
for the Company.
All Other Fees
During the most recent completed fiscal year, Cordovano & Harvey, P.C. did
not perform any services for the Company other than the review and audit of the
Company's financial statements.
FUTURE STOCKHOLDER PROPOSALS
The Board of Directors has amended the Company's bylaws to provide that the
annual meeting of the Company's stockholders shall be held at 10:00 a.m. on the
third Friday in the month of July in each year. Any Bail stockholder proposal
for the annual meeting of stockholders in 2002 must be received by the Company
before March 9, 2002, for the proposal to be included in the Bail proxy
statement and form of proxy for that meeting. If notice of a proposal for which
a stockholder will conduct his or her own proxy solicitation is not received by
the Company by May 25, 2002, proxies solicited by the Board of Directors may use
their discretionary voting authority when the matter is raised at the meeting,
without including any discussion of the matter in the proxy statement.
11
OTHER MATTERS
Management does not know of any other matters to be brought before the
annual meeting of stockholders. If any other matters not mentioned in this proxy
statement are properly brought before the meeting, the individuals named in the
enclosed proxy intend to use their discretionary voting authority under the
proxy to vote the proxy in accordance with their best judgment on those matters.
By Order of the Board of Directors
/s/ Charles A. Ross, Sr.
------------------------
Charles A. Ross, Sr.
Chairman of the Board and President
July 25, 2001
12
Exhibit A
Proposed Amendment to Articles of Incorporation
to
Change the Name of the Company
and to
Provide for a Staggered Board of Directors
FIRST ARTICLES OF AMENDMENT
TO THE
ARITCLES OF INCORPORATION
OF
BAIL CORPORATION
Bail Corporation, a Colorado corporation (the "Corporation"), pursuant to
the provisions of the Colorado Business Corporation Act, hereby amends its
Articles of Incorporation, as filed with the Secretary of State on April 9, 1998
(the "Articles of Incorporation"). These First Articles of Amendment were
adopted by vote of the Corporation's Board of Directors on April 23, 2001, and
by vote of the Corporation's shareholders on ___, 2001.
The Articles of Incorporation are hereby amended by striking in their
entirety Articles FIRST and FIFTH and by substituting in lieu thereof the
following:
"FIRST: The name of the corporation is Vista Exploration Corporation."
"FIFTH:
(a) The number of directors of the corporation shall be fixed from time to
time by the Board of Directors.
(b) The directors shall be divided into three classes, as nearly equal in
number as possible. Upon filing these First Articles of Amendment with the
Secretary of State of Colorado, the Board of Directors shall consist of three
directors divided into three groups, classified as Class A, Class B and Class C.
The Class A director shall hold office for three years or until the third annual
election following his election; the Class B director shall hold office for two
years or until the second annual election following his election; and the Class
C director shall hold office for one year or until the first annual election
following his election; and in each case, until his successor shall have been
elected and qualified. Following the expiration of their initial terms,
directors in each class shall be elected for terms of three years to succeed
those whose terms expire.
The initial directors in each class shall be as follows:
Class A
-------
Charles A. Ross, Sr. 11952 Farley
Shawnee Mission, Kansas 66213
Class B
-------
Vacancy
Class C
-------
Vacancy
(c) Directors shall be removable in the manner provided by the
corporation's bylaws."
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to
its Articles of Incorporation to be signed by its President this ___ day of
______, 2001.
PRELIMINARY COPY
----------------
[Front]
PROXY BAIL CORPORATION PROXY
11952 Farley
Shawnee Mission, Kansas 66213
This Proxy is Solicited on Behalf of the Board of Directors
For the Annual Meeting of Stockholders on August 10, 2001
The undersigned hereby appoints Charles A. Ross, Sr., with the power to
appoint his substitute, as proxy for the undersigned to vote all shares of Bail
Corporation common stock which the undersigned is entitled to vote at the Annual
Meeting of Stockholders to be held on August 10, 2001, and at any reconvened
meeting after any adjournment thereof, as directed on the matter referred to
below and at their discretion on any other matters that may properly be
presented at the meeting.
1. Election of Directors: Management has nominated the following person to stand
for election. You may vote "for" or you may withhold your vote from this person
and vote "for" a person nominated by others or write in your own nominee. To
date, no one has been nominated by anyone other than management.
Charles A. Ross, Sr. For _____
Withhold _____
2. Amendment of Articles of Incorporation to Change the Name of the Company:
To approve an amendment to the Company's articles of incorporation to
change the name of the Company to "Vista Exploration Corporation."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Amendment of Articles of Incorporation for Staggered Board:
To approve an amendment to the Company's articles of incorporation to prove
for staggered terms for the Company's Board of Directors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[Back]
This proxy when properly executed will be voted in the manner directed by
the undersigned stockholder.
If this proxy is properly executed but no voting direction is given, this
proxy will be voted "For" all director nominees listed on this proxy, the
amendment to the articles of incorporation to change the name of the Company,
and the amendment to the articles of incorporation to provide for a staggered
Board of Directors.
This proxy also confers discretionary authority to the proxy to vote on any
other matters that may properly be presented at the meeting. As of the date of
the accompanying proxy statement, Bail Corporation management did not know of
any other matters to be presented at the meeting. If any other matters are
properly presented at the meeting, this proxy will be voted in accordance with
the recommendations of Bail Corporation's management.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by the president
or other authorized officer. If a partnership or limited liability company,
please sign in such name by an authorized person.
Please complete, date and sign this proxy card and return it promptly in the
accompanying envelope.
Shareholder Name & Address:
___________________________________
___________________________________
___________________________________
Shares Owned: _____________________
Dated: ___________________________________
___________________________________
Signature of Shareholder
___________________________________
Signature if held jointly