Empire Energy Corp – ‘DEF 14C’ for 5/17/99

As of:  Monday, 4/26/99   ·   For:  5/17/99   ·   Accession #:  1010412-99-78   ·   File #:  1-10077

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Information Statement                       4     27K 

Document Table of Contents

DEF 14C
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SCHEDULE 14C INFORMATION              

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                                           

MEDIVEST, 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:  N/A.     

2)    Aggregate number of securities to which transaction applies:  N/A.        

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:  N/A.                                                     

[ ]   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:  $0.                           

2)   Form, Schedule or Registration Statement No.:  N/A     

3)   Filing Party:  N/A                                     

4)   Date Filed:  N/A                                       

DEF 14C
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Medivest, Inc.                      
11011 King Street, Suite #260                     
Overland Park, Kansas 66210                     
(913) 469-5615                        
_________________________               

INFORMATION STATEMENT             

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE               
REQUESTED NOT TO SEND A PROXY               

_______________               

Regarding Amendments to the Articles of Incorporation                 
to Change the Name and to Allow Action by Consent of                  
Majority Stockholders in Lieu of a Meeting                  

                ________________

Approximate date of Mailing of this Information Statement: April 26, 1999       

DEF 14C
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INTRODUCTION        

 This Information Statement is being furnished by the Board of Directors
of Medivest, Inc., a Utah corporation (the "Company"), to stockholders in       
connection with a special meeting of the stockholders to be held on May 17,     
1999, at the principal executive offices of the Company, at 11011 King Street,  
Suite 260, Overland Park, Kansas 66210, at the hour of 10:00 a.m., local time,  
to consider and act upon resolutions providing for amendments to the Articles   
of Incorporation changing the name of the Company to "Empire Energy             
Corporation," and to allow the Company to take advantage of the provisions of   
the Utah Revised Business Corporation Act respecting the taking of action by    
written consent of stockholders in lieu of a meeting where the consenting       
holders of outstanding shares having not less than the minimum number of votes  
that would be necessary to authorize or take the action at a meeting at which   
all shares entitled to vote thereof were present and voted had consented in     
writing to the action.                                                          

A Notice of Special Meeting of Stockholders covering these matters is 
incorporated herein.                                                            

These amendments are the only matters covered by this Information     
Statement.                                                                      

Section 16-10a-1001 of the Utah Revised Business Corporation Act      
provides that every amendment to the Articles of Incorporation of a             
corporation shall first be adopted by the resolution of the Board of Directors  
and then be subject to the approval of persons owning a majority of the         
securities entitled to vote on any such amendment. See the caption "Amendment   
to the Articles of Incorporation and Vote Required for Approval," herein.       

The majority stockholder which adopted the resolutions to amend the   
Articles of Incorporation to change the name of the Company and to allow        
action to be taken by consent of the majority stockholders in lieu of a         
meeting owns approximately 66.3% of the outstanding voting securities of the    
Company. Norman L. Peterson, the President of the Company, is also the          
President of the consenting majority stockholder.  See the caption "Voting      
Securities and Principal Holders Thereof," herein.                              

The cost of preparing, printing and mailing this Information Statement
will be borne by the Company.                                                   

DISSENTERS' RIGHT OF APPRAISAL        

The Utah Revised Business Corporation Act does not provide for        
dissenter's rights of appraisal in connection with a change of name of a Utah   
corporation or an amendment relating to actions by consent of the stockholders  
without a meeting.  Accordingly, stockholders will not have appraisal rights    
as a result of the proposed amendments.                                         

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON               

No director, executive officer, nominee for election as a director,   
associate of any director, nominee for election as an executive officer or any  
other person has any substantial interest, direct or indirect, by security      
holdings or otherwise, in the proposed amendments which is not shared by all    
other stockholders.                                                             

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF               

Voting Securities.                                                              
-----------------                                                               

The securities entitled to vote at the special meeting of stockholders
consist of shares of $0.001 par value common stock of the Company.  Each share  
of common stock is entitled to one vote.  The number of outstanding shares of   
common stock at the close of business on the April 26, 1999, the record date    
for determining stockholders who are entitled to notice of and to vote on the   
amendments to the Company's Articles of Incorporation, is 4,372,639.            

Security Ownership of Principal Holders and Management.                         
------------------------------------------------------                          

To the knowledge of management and based upon a review of the         
stock ledger maintained by its transfer and registrar agent, the following      
table sets forth the beneficial ownership of persons who own more than five     
percent of the Company's common stock as of the date hereof, and the            
share holdings of management, to-wit:                                           

                    Positions            Number and Percentage
     Name                    Held               of Shares Beneficially Owned
----------------               ----               ----------------------------  

Norman L. Peterson*   President and Director     2,900,000              66.3%   

John R. Dixon       Vice President and Director      -0-                 -0-    

John C. Garrison      Secretary and Director         -0-                 -0-    

Karen E. Taylor         Assistant Secretary          -0-                 -0-    

John L. Hersma               Director                -0-                 -0-    

Elliot M. Kaplan             Director                -0-                 -0-    

All officers and directors                                                      
as a group (6)                                   2,900,000              66.3%   

   *    Owned of record by Peterson & Sons Holding Co., a Nebraska
             corporation ("Peterson & Sons"), of which Norman L. Peterson is
the President.                                    
.                                                                             
Contractual Arrangements Regarding Changes in Control.                          
-----------------------------------------------------                           

On March 15, 1999, Peterson & Sons acquired 2,900,000 shares of the   
Company's common stock ("restricted securities") from Jeannie Hullinger, who    
was then the President and a director of the Company, in consideration of the   
sum of $19,000.                                                                 

The former majority stockholders of the Company and their             
percentage of ownership of the outstanding voting securities of the             
Company prior to this purchase were:                                            

                                           Amount and Nature         Percent
                                          of Beneficial             of
 Name                                        Ownership             Class

Jeannie Hullinger                                 3,000,000             68.61%  
Box 367                                                                         
Mona, Utah 84645                                                                

Dassity, Inc.(1)                                    400,000              9.15%  
55 West 200 North #2                                                            
Provo, Utah 84601                                                               

TradeCo Corp.(2)                                    400,000              9.15%  
55 West 200 North #2                                                            
Provo, Utah 84601                                                               

(1)  Owned or controlled by Brenda M. Hall.       

(2)  Owned or controlled by David N. Nemelka, Jr. 

   Peterson & Sons used its personal funds to purchase these securities; and
the basis of the "control" by Peterson & Sons is stock ownership.               

Changes in Control Since the Beginning of the Last Fiscal Year.                 
--------------------------------------------------------------                  

  See the heading "Contractual Arrangements Regarding Changes in Control,"
herein.                                                                         

AMENDMENT TO THE ARTICLES OF INCORPORATION                
AND VOTE REQUIRED FOR APPROVAL                

The purpose of the amendment to change the name of the Company to     
"Empire Energy Corporation" is to give the Company a name that reflects its     
intended business operations.  The amendment to allow action by consent of the  
majority stockholders in lieu of a meeting will have no material effect on      
stockholders because the Company is required to submit an information or proxy  
statement on any matter voted upon by the stockholders, by consent or           
otherwise.                                                                      

Section 16-10a-1003 of the Utah Revised Business Corporation Act      
provides that every amendment to the Articles of Incorporation of a             
corporation shall first be adopted by the resolution of the Board of Directors  
and then be subject to the approval of persons owning a majority of the         
securities entitled to vote on any such amendment.                              

  Resolutions to change the name of the Company and to authorize action by
consent of the majority stockholders were unanimously adopted by the Board of   
Directors and a stockholder which owns a majority of the outstanding voting     
securities of the Company, by written consent in accordance with Sections 16-   
10a-1003 of the Utah Revised Business Corporation Act.  Peterson & Sons owns    
in excess of the required majority of the outstanding voting securities of the  
Company necessary for the adoption of these amendments. See the caption         
"Voting Securities and Principal Holders Thereof," herein. NO FURTHER VOTES OR  
PROXIES ARE NEEDED, AND NONE IS REQUESTED.                                      

TRANSFER OF STOCK CERTIFICATES              

On or after May 17, 1999, stockholders may forward their stock        
certificates to Interwest Transfer Company, 1981 Murray-Holladay Road, Salt     
Lake City, Utah 84117, Telephone (801) 272-9294, together with $15 for each     
stock certificate requested to be issued or transferred for new stock           
certificates bearing the new name of the Company and its new Cusip Number.  If  
stock certificates are being transferred into the same name, no signature is    
required; if being transferred to a new name, the stock certificate submitted   
must be signed and the signature must be guaranteed by a "Medallion Member"     
bank or broker dealer.  A stock power similarly signed and guaranteed will      
also be acceptable.                                                             

              BY ORDER OF THE BOARD OF DIRECTORS

Norman L. Peterson  
       President, CEO and Director

DEF 14C
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MEDIVEST, INC.              

April 26, 1999              

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF              

MEDIVEST, INC.              

TO BE HELD MAY 17, 1999               

TO ALL STOCKHOLDERS:                                                            

     NOTICE is hereby given that a special meeting of the stockholders
of Medivest, Inc. has been called to be held on May 17, 1999, at the principal  
executive offices of the Company at 11011 King Street, Suite 260, Overland      
Park, Kansas 66210, at the hour 10:00 o'clock a.m., local time, for the         
following purposes:                                                             

 1.   To amend the Articles of Incorporation of the Company to
change the name of the Company to "Empire Energy Corporation," and to allow     
the Company to take advantage of the provisions of the Utah Revised Business    
Corporation Act respecting the taking of action by written consent of           
stockholders in lieu of a meeting where the consenting holders of outstanding   
shares having not less than the minimum number of votes that would be           
necessary to authorize or take the action at a meeting at which all shares      
entitled to vote thereof were present and voted had consented in writing to     
the action.                                                                     

   2.   To conduct such other business as may properly come before
the meeting.                                                                    

      The Board of Directors of Medivest, Inc. has set 5:00 o'clock p.m.
on April 26, 1999, as the record date for the purpose of determining the        
stockholders of the Company who shall be entitled to notice of the meeting.     
No proxies are being solicited and none are requested.                          

Salt Lake City, Utah                                                            
MEDIVEST, INC.      
April 26, 1999                                                                  
              BY ORDER OF THE BOARD OF DIRECTORS

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
For Period End:		5/17/99		3		4			PRE 14C,  PREM14C
Filed on:		4/26/99		2		4
		3/15/99		3					8-K
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