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Parkcrest Explorations Ltd PKC
Shares issued 11,270,637 1999-03-03 close $0.3
Thursday Mar 4 1999
Also E-Tech Investments Inc (ETX)
by Brent Mudry
Parkcrest Explorations faces a shareholder oppression suit led by dissident shareholder Alan Charuk, a familiar face on Howe Street. In a petition filed Tuesday in the Supreme Court of British Columbia, Mr. Charuk notes he is unhappy with Parkcrest's recent board appointment of John Nicholson, a former president of shipbuilder Yarrows, and the company's undisclosed plan to invest in E-Tech Investments, a family entertainment promotion. Mr. Charuk claims he represents the Concerned Parkcrest Shareholder Group, a committee of brokers and shareholders, which owns a total of 6.95 million shares, a 50.1 per cent stake in the company. Mr. Charuk, the sole petitioner, seeks to call an annual meeting as soon as possible, and to freeze all major business affairs of the company in the interim.
The named respondents in the action are Parkcrest, president Robert Roy Lipsett and fellow directors Fredrick Levitt and Mr. Nicholson. Mr. Charuk, whose Vancouver Stock Exchange experience includes directorship stints with Capital Reserve, Rich Coast Sulphur, Maxwell Energy and Quinto Mining, seeks to push forward Parkcrest's annual meeting, currently set for June 29. The petition notes that at the last annual meeting, on Jan. 13, 1998, Mr. Lipsett and Mr. Levitt were elected as directors, along with William Richards. Mr. Nicholson was subsequently appointed a month ago, on Feb. 4, and Mr. Richards resigned 10 days later in frustration.
The petition notes that Parkcrest sold its Colombian oil and gas interests on Dec. 31, 1998, to Harken Energy, for 1.35 million shares of Harken, and approval to remove United States trading restrictions on these shares is expected within the next month. (Harken shares closed at $1.62 (U.S.) on Thursday on the American Stock Exchange, giving a $3.3-million value for Parkcrest's block of Harken shares.) Mr. Charuk claims that on Jan. 13, Parkcrest received an annual meeting extension from the Registrar of Companies to late June, although the company's board did not approve the application.
Mr. Charuk also claims that the company's board also did not approve Mr. Nicholson's Feb. 3 appointment as director, his options allotment of 425,000 shares and a planned private placement of one million units at 25 cents. The petition asserts that four days later, on Feb. 7, Mr. Richards, who had no clue about the developments, was pressured to ratify the resolutions by Mr. Lipsett. "Richards subsequently resigned on February 14 when it appeared to him that Lipsett had excluded him from a directors' meeting by scheduling the meeting when Richards was in Bangladesh," states lawyer John Frank in the suit.
Mr. Charuk claims that he and other interested shareholders requested to subscribe for part of the private placement, but the directors have not yet replied. The dissident shareholder claims Mr. Nicholson stated that the private placement and options grant were defensive tactics to entrench current management. Mr. Charuk is also displeased with Mr. Nicholson's assertion that Parkcrest intends to enter the family entertainment business by investing in E-Tech Investments. E-Tech, an Alberta Stock Exchange company headed by Charles Wills, the president and chairman of American Bullion Minerals, is in the midst of changing its name to The Zone Entertainment Group and acquiring bowling alley and brew pub developer 527086 B.C. from former Vancouver Canucks owner Arthur Griffiths and his partners.
The petition asserts that Mr. Nicholson "stated that he is involved with E-Tech although he did not disclose the nature of his interest." Mr. Charuk claims Parkcrest's E-Tech plans were confirmed by E-Tech promoters Bill Espley and David Anthony. "They confirmed that E-Tech is in "serious negotiations" with management of the company to bring about the transaction," states Mr. Frank in the court filing. The dissident petition claims Parkcrest's board is trying to change the company's business from oil and gas exploration to family entertainment venture capital, before shareholders get a chance to vote on the moves at an annual meeting.
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