Kentucky Energy, Inc. – ‘PRE 14C’ for 3/5/04

On:  Friday, 3/5/04, at 5:28pm ET   ·   For:  3/5/04   ·   Accession #:  1144204-4-2558   ·   File #:  0-32131

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

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement               12     35K 

Document Table of Contents

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SCHEDULE 14C INFORMATION statement
 Information Statement Pursuant to Section 14(c)
 of the Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:                                                      
[X]  Preliminary Information Statement                                          
[ ]  Confidential, for use of the Commission only (as permitted by Rule         
14c-5(d)(21))                                                         
[ ]  Definitive Information Statement                                           

 Tillman International, 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 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) Dated Filed:                             

       ---------------------------------------------

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 TILLMAN INTERNATIONAL, INC.
 160 Morgan Street
Versailles, Kentucky 40383

--------------------

 NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT

--------------------

March __, 2004                                                                  

   A majority of the stockholders of Tillman International, Inc., or
Tillman, have taken action by written consent to amend Tillman's articles of    
incorporation to do the following:                                              

        1.       Increase the number of shares of common stock that Tillman is
       authorized to issue from 40,000,000 to 250,000,000;

       2.       Authorize 25,000,000 shares of undesignated preferred stock,
par value $0.001 per share; and             

      3.       Change the name of the company to "Quest Minerals & Mining,
Ltd."                                       

       Stockholders of record at the close of business on March 5, 2004 will
be entitled to notice of this stockholder action by written consent. Since the  
actions have been approved by the holders of the required majority of the       
outstanding shares of our voting stock, no proxies were or are being solicited. 
We anticipate that the amendment will become effective on or after April __,    
2004.                                                                           

                        William R. Wheeler
                                           President and Chief Executive Officer

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

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 TILLMAN INTERNATIONAL, INC.

--------------------

 INFORMATION STATEMENT

--------------------

INFORMATION CONCERNING THE ACTION BY WRITTEN CONSENT

DATE AND PURPOSE OF WRITTEN CONSENT                                             

Stockholders holding a majority of the voting power of the company have taken   
action by written consent for the purpose of amending Tillman's articles of     
incorporation to do the following:                                              

        1.       Increase the number of shares of common stock that Tillman is
       authorized to issue from 40,000,000 to 250,000,000;

       2.       Authorize 25,000,000 shares of undesignated preferred stock,
par value $0.001 per share, and             

      3.       Change the name of the company to "Quest Minerals & Mining,
Ltd."                                       

STOCKHOLDERS ENTITLED TO VOTE                                                   

Approval of the matters actions described herein requires the written consent of
the holders of outstanding stock of each voting group entitled to vote on such  
matters. As of March 5, 2004, there were 39,085,642 shares of our common stock  
outstanding. Holders of our common stock are entitled to one vote per share.    
Stockholders of record at the close of business on March 5, 2004, will be       
entitled to receive this notice and information statement.                      

PROXIES                                                                         

No proxies are being solicited.                                                 

CONSENTS REQUIRED                                                               

The actions taken require the consent of the holders of a majority of the shares
of common stock.                                                                

On March 5, 2004, holders of the voting rights with respect to 20,608,000 shares
of our common stock delivered written consents to us adopting the proposals set 
forth herein.                                                                   

INFORMATION STATEMENT COSTS                                                     

The cost of delivering this information statement, including the preparation,   
assembly and mailing of the information statement, as well as the cost of       
forwarding this material to the beneficial owners of our capital stock will be  
borne by us. We may reimburse brokerage firms and others for expenses in        
forwarding information statement materials to the beneficial owners of our      
capital stock.                                                                  

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 COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

  The following table sets forth certain information regarding the
beneficial ownership of our common stock as of March 5, 2004 by the following   
persons:                                                                        

      o        each person who is known to be the beneficial owner of more
                  than five percent (5%) of our issued and outstanding shares of
common stock;                               

o        each of our directors and executive officers; and    

  o        all of our directors and executive officers as a group.

                        NUMBER OF SHARES
           NAME AND ADDRESS                BENEFICIALLY OWNED   PERCENTAGE OWNED
           ----------------                ------------------   ----------------
William R. Wheeler (1) ..................     10,304,000 (3)           26.4%    
Eugene Chiaramonte, Jr. (2)..............     10,304,000 (3)           26.4%    

All directors and officers as a group....     20,608,000               52.7%    

(1)  The address is 160 Morgan Street, Versailles, KY 40383.                    

(2)  The address is 18B East 5th Street, Patterson, NJ 07524.                   

(3)  Mr. Wheeler and Mr. Chiaramonte each have a right to receive an additional 
 896,000 shares of our common stock if we increase our authorized common
stock to 250,000,000 shares.                                          

       Beneficial ownership is determined in accordance with the rules and
regulations of the SEC. The number of shares and the percentage beneficially    
owned by each individual listed above include shares that are subject to options
held by that individual that are immediately exercisable or exercisable within  
60 days from March 5, 2004, and the number of shares and the percentage         
beneficially owned by all officers and directors as a group includes shares     
subject to options held by all officers and directors as a group that are       
immediately exercisable or exercisable within 60 days from March 5, 2004.       

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PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK TO 250,000,000 SHARES AND TO AUHORIZE
 25,000,000 SHARES OF UNDESIGNATED PREFERRED STOCK, PAR VALUE $0.001 PER SHARE

------------

INTRODUCTION                                                                    

The holders of a majority of our voting stock have proposed to approve the      
amendment to Tillman's articles of incorporation to increase the number of      
shares of common stock that Tillman is authorized to issue from 40,000,000 to   
250,000,000 and to authorize 25,000,000 shares of undesignated preferred stock, 
par value $0.001 per share. The board of directors has unanimously approved the 
proposal.                                                                       

A copy of the articles of amendment to the articles of incorporation, which we  
refer to as the "amendment" in this information statement, is attached to this  
information statement as Appendix A.                                            

The undesignated preferred stock may be issued from time to time in one or more 
series. Under the amendment, the board of directors is authorized to fix the    
number of shares of any series of preferred stock and to determine the          
designation of any such series. The board of directors is also authorized to    
determine or alter the rights, preferences, privileges, and restrictions granted
to or imposed upon any wholly unissued series of preferred stock and, within the
limits and restrictions stated in any resolution or resolutions of the board of 
directors originally fixing the number of shares constituting any series, to    
increase or decrease (but not below the number of shares of any such series then
outstanding) the number of shares of any such series after the issuance of      
shares of that series.                                                          

Tillman's articles of incorporation currently authorize 40,000,000 shares of    
common stock. Of the 40,000,000 shares of common stock authorized, as of March  
5, 2004, 39,085,642 shares were outstanding.                                    

On March 5, 2004, Tillman completed a share purchase and reorganization with    
Quest Minerals & Mining, Ltd., a Nevada corporation, or Quest, pursuant to a    
securities purchase agreement and plan of reorganization. As a result of the    
Quest reorganization, each outstanding share of Quest common stock was exchanged
for four (4) shares of Tillman common stock, and Tillman acquired all of the    
outstanding shares of common stock of Quest, making Quest a subsidiary of       
Tillman. In total, Tillman issued 20,700,000 shares of common stock to the Quest
common stockholders pursuant to the reorganization.                             

Before the Quest reorganization, Quest also agreed to issue 600,000 shares of   
preferred stock to be designated as Series A Preferred Stock. Each share of     
Quest Series A Preferred Stock is to have a stated value of $10.00. Each share  
of Quest Series A Preferred Stock is to be convertible into Quest common stock  
according to a formula but not to exceed 10,000,000 shares, subject to          
proportional adjustment for stock-splits, stock dividends, recapitalizations,   
and subsequent dilutive issuances of common stock. The Quest Series A preferred 
stock is to be convertible at the option of the holder, but it is to be         
automatically converted upon the occurrence of certain events. The holders of   
the Quest Series A preferred stock shall be entitled to receive non-cumulative  
dividends in preference to the holders of Quest common stock. The holders of the
Quest Series A preferred stock are also to be entitled to receive, upon         
liquidation, an amount equal to the stated value, in preference to the holders  
of the Quest common stock. After five years, Quest will have the option of      
redeeming the Quest Series A preferred stock at a price equal to the stated     
value. The holders of the Quest Series A preferred stock will vote on an as-if  
converted basis with holders of the Quest common stock,                         

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but will also have the right to vote separately as a class with respect to      
certain matters.                                                                

Under the terms of the plan of reorganization, Tillman is required to take all  
steps necessary to amend the Articles of Incorporation to increase the          
authorized common stock to 250,000,000 shares of common stock and to authorize  
25,000,000 shares of undesignated preferred stock. Upon the filing of the       
amendment, 1,800,000 shares of Tillman's common stock will be issued to the     
former Quest stockholders in accordance with the terms of the plan of           
reorganization. Further, upon the filing of the amendment, it is Tillman's      
intent to designate a class of Series A preferred stock with the same rights,   
preferences, privileges, and restrictions as those of the Quest Series A        
preferred stock. Upon such designation, each share of Quest Series A preferred  
stock will be exchanged for one share of Tillman Series A preferred stock (or   
issued in place and instead of the Quest Series A Preferred Stock).             

Tillman and Quest have entered into a binding letter of intent to acquire       
Gwenco, Inc., a Kentucky corporation. Under the terms of the letter of intent, a
portion of the purchase price for Gwenco, Inc. will be a convertible debenture  
in the principal amount of $1,600,000. The debenture would be convertible into  
shares of Tillman common stock at a conversion price equal to the average       
closing price of Tillman's common stock of the five trading days prior to a     
conversion. Accordingly, in the event that Tillman and/or Quest completes an    
acquisition of Gwenco, additional shares of Tillman's common stock may be issued
pursuant to the proposed convertible debenture.                                 

In addition, the board of directors believes that the proposed increase in the  
number of authorized shares of common stock and the authorization of the        
undesignated preferred stock will benefit Tillman by improving its flexibility  
in responding to future business needs and opportunities. The additional        
authorized shares could be used for possible future acquisitions, financings,   
stock dividends, and other proper corporate purposes.                           

Within the limits imposed by applicable law, described below, shares of common  
stock could be issued in one or more transactions. Depending upon the nature and
terms thereof, such a transaction or transactions could make a takeover of      
Tillman more difficult and, therefore, less likely. An issuance of additional   
shares of common stock could have the effect of diluting the earnings per share 
and book value per share of existing shares of common stock and diluting the    
stock ownership of persons seeking to obtain control of Tillman. Except as set  
forth above, the board of directors has no present plans, understandings, or    
agreements to issue the additional shares to be authorized.                     

The board of directors does not currently intend to propose any amendments to   
Tillman's articles of incorporation which might be deemed to have the effect of 
discouraging takeover attempts, although such amendments or other programs may  
be considered by the board in the future if it believes the interests of the    
stockholders would be protected thereby.                                        

Except for the increase of the number of authorized shares and the name change  
discussed below, the proposed amendment would not change any of the provisions  
of Tillman's articles of incorporation. All shares of common stock or preferred 
stock, including the additional shares of common stock and preferred stock that 
will be authorized when the proposed amendment becomes effective, which are not 
issued and outstanding would be issuable at any time or from time to time by    
action of the board of directors without further authorization from             
stockholders, except to the extent that such further authorization is required  
by the terms of any agreements or securities into which Tillman may hereafter   
enter or issue or applicable law.                                               

The additional shares of common stock which would be authorized by the proposed 
amendment would have the same rights and privileges as and otherwise be         
identical to the shares of common stock currently authorized and outstanding.   
The proposed amendment would empower the board of directors to determine the    
relative rights and limitations of series of preferred stock, including, among  
other things, dividend rights, conversion prices, voting                        

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rights, redemption prices and the preferences, if any, of such series over      
shares of common stock as to dividends or distributions of assets of Tillman. It
is possible that the future issuance of preferred stock having dividend and     
liquidation preferences could affect amounts that might otherwise be available  
to holders of common stock as dividends or upon liquidation. Holders of         
Tillman's shares have no preemptive rights and, as a result, existing           
stockholders would not have any preferential right to purchase any of the       
additional shares of common stock or undesignated preferred stock when issued.  

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 PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE
NAME TO QUEST MINERALS & MINING, LTD. 

 -------------------------

The board of directors has declared it advisable and in the best interests of   
the company and directed that there be submitted to the stockholders a proposed 
amendment to Article I of the articles of incorporation to change its name from 
Tillman International, Inc. to Quest Minerals & Mining, Ltd. The company's Board
of Directors feels that this name change is in the best interest of the company.
In light of the company's recent acquisition of Quest Minerals & Mining, Ltd., a
Nevada corporation, the name "Tillman International, Inc." no longer accurately 
reflects the company's operations and interests.                                

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 -------------------------

                                        By Order of the Board of Directors

                        William R. Wheeler
                                           President and Chief Executive Officer

March __, 2004                                                                  
Versailles, Kentucky                                                            

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APPENDIX A
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION

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This form must be typewritten or computer generated. For your convenience, this 
form has been designed to be filled out and printed online. 

[LOGO] State of Utah                                   File Number ____________ 
DEPARTMENT OF COMMERCE                                            
       Division of Corporations & Commercial Code      Non-Refundable Processing
                                           Fee:   $27.00

ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION (PROFIT) 

Pursuant to UCA ss. 16-10a part 10, the individual named below causes this      
Amendment to the Articles of Incorporation to be delivered to the Utah Division 
of Corporations for filing, and states as follows:                              

1. The name of the corporation is: Tillman International, Inc.                  
                                   ---------------------------------------------

2. The date the following amendment(s) as adopted: March 5, 2004                
                                                   -----------------------------

3. If changing the corporation name, the new name of the corporation is:        
Quest Minerals & Mining, Ltd.                                             
   -----------------------------------------------------------------------------

4. The text of each amendment adopted (include attachment if additional space   
needed):                                                                  

"Artcle I - Corporate Name                                                

The name of the Corporation is Quest Minerals & Mining, Ltd.*             

[See attachment for remainder of Amendment]                               

5. If providing for an exchange, reclassification or cancellation of issued     
shares, provisions for implementing the amendment if not contained in the 
amendment itself:                                                         

   -----------------------------------------------------------------------------

6. Indicate the manner in which the amendment(s) was adopted (mark only one):   
[ ] No shares have been issued or directors elected--Adopted by           
Incorporator(s)                                                   
[ ] No shares have been issued but directors have been elected--Adopted by
the board of directors                                            
  [ ] Shares have been issued but shareholder action was not required--Adopted
by the board of directors                                         
[X] The number of votes cast for the amendment(s) by each voting group    
entitled to vote separately on the amendment(s) was sufficient for
approval by that voting group--Adopted by the shareholders        

7. Delayed effective date (if not to be effective upon filing) _________________
(not to exceed 90 days)                                                   

Under penalties of perjury, I declare that this Amendment of Articles of        
Incorporation has been examined by me and is, to the best of my knowledge and   
belief, true, correct and complete.                                             

By:                                       Title:                                
    ------------------------------------         -------------------------------

Dated this ______ day of      March     , 2004                                  
--------------     --         

  ------------------------------------------
Mail In: PO Box 146705                  
       Salt Lake City, UT 84114-6705
Walk In: 160 East 300 South, Main Floor 
Information Center: (801) 530-4849      
Toll Free: (877) 526-3994 (within Utah) 
Fax: (801) 530-6438                     
  Web Site: http://www.commerce.utah.gov/cor
  ------------------------------------------

    Under GRAMA (63-2-201), all registration information maintain by the
Division is classified as public record. For confidentiality purposes, the      
business entity physical address may be provided rather than the residential or 
private address of any individual affiliated with the entity.                   

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ATTACHMENT TO ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF TILLMAN 
INTERNATIONAL, INC. 

 "ARTICLE IV - AUTHORIZED SHARES

The  aggregate  number of shares of all classes of stock  which the  Corporation
shall have authority to issue is Two Hundred Seventy Five Million  (275,000,000)
of which Two Hundred  Fifty  Million  (250,000,000)  shares  will be  designated
Common Stock, with $0.001 par value; and Twenty Five Million (25,000,000) shares
shall  be  designated  $0.001  par  value  "Preferred  Stock."  Without  further
authorization  from the  stockholders,  the board of  Directors  shall  have the
authority  to divide and issue  from time to time any or all of the Twenty  Five
Million (25,000,000) shares of such Preferred Stock into one or more series with
such designations,  preferences and relatives, participating,  optional or other
special rights, or qualifications,  limitations or restrictions  thereof, as may
be designated  by the Board of Directors,  prior to the issuance of such series,
and the Board of Directors is hereby expressly  authorized to fix by resolutions
only and  without  further  action or  approval,  prior to such  issuance,  such
designations,  preferences  and  relatives,  participating,  optional  or  other
special  rights,  or  qualifications,  limitations or  restrictions,  including,
without  limitation the date and times at which,  and the rate, if any, or rates
at which  dividends on such series of Preferred Stock shall be paid; the rights,
if any of the  holders  of such  series of the  Preferred  Stock to vote and the
manner of voting,  except as otherwise  provided by the law, the rights, if any,
of the holders of shares of such series of  Preferred  Stock to convert the same
into, or exchange the same for, other classes of stock of the  Corporation,  and
the terms and conditions for such conversation or exchange, the redemption price
or prices  and the time at which,  and the terms and  conditions  of which,  the
shares of such  series of  Preferred  Stock upon the  voluntary  on  involuntary
liquidation,  distribution or sales of assets,  dissolution or winding up of the
Corporation,  and the  terms  of the  sinking  fund or  redemption  or  purchase
account,  if any,  to be  provided  for such  series  of  Preferred  Stock.  The
designations,  preferences,  and  relative,  participating,  optional  or  other
special rights, the qualifications, limitations or restrictions thereof, of each
additional  series,  if any,  may differ from those of any and all other  series
already outstanding. Further, the Board of Directors shall have the power to fix
the  number of shares  constituting  an  classes  or series  and  thereafter  to
increase or decrease the number of shares of any such class or series subsequent
to the  issue of  shares of that  class or  series  but not below the  number of
shares of that class or series then outstanding."                               

Dates Referenced Herein

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