PELICAN PROPERTIES, INTERNATIONAL CORP.
2 FENWICK ROAD
FORT MONROE, VIRGINIA 23651
PROXY STATEMENT
RELATING TO THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD JUNE 22, 1999
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 [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PELICAN PROPERTIES, INTERNATIONAL CORP.
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
PELICAN PROPERTIES, INTERNATIONAL CORP. C. John Knorr, Jr.
2 Fenwick Road Chairman of the Board
Fort Monroe, Virginia 23651
May 25, 1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of Pelican Properties, International Corp. The Annual Meeting will be held at
McLure House Hotel and Conference Center, 1200 Market Street, Wheeling, West
Virginia 26003, on Tuesday, the 22nd day of June, 1999, at 9:30 A.M., and
thereafter as it may from time to time be adjourned.
Details of the business to be conducted at the Annual Meeting are given
in the attached Notice of Annual Meeting and Proxy Statement.
Your vote is important. Whether or not you attend the Annual Meeting,
please complete, sign, date and promptly return the enclosed proxy card in the
enclosed postage-paid envelope. If you decide to attend the Annual Meeting and
vote in person, you may do so.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company.
We look forward to seeing you at the Annual Meeting.
Sincerely,
C. John Knorr, Jr.
<PAGE>
PELICAN PROPERTIES, INTERNATIONAL CORP.
- --------------------------------------------------------------------------------
NOTICE OF
1999 ANNUAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT
---------------------------------------------------------------
Date: June 22, 1999
Time: 9:30 a.m.
Place: McLure House Hotel and Conference Center
1200 Market Street
Wheeling, West Virginia
---------------------------------------------------------------
Dear Shareholders:
At our Annual Meeting, we will ask you to:
o Elect three directors to the Board of Directors; and
o Transact any other business that may properly be presented at
the Annual Meeting.
RECORD DATE
If you were a shareholder of record at the close of business on May 21,
1999, you are entitled to notice of and to vote at the Annual Meeting. A list of
shareholders entitled to vote at the meeting will be available during business
hours for ten days prior to the Annual Meeting at our offices, 2 Fenwick Road,
Fort Monroe, Virginia, 23651, for examination by any shareholder for any purpose
germane to the meeting.
PROOF OF OWNERSHIP
Attendance at the Annual Meeting will be limited to shareholders of
record or their authorized representative by proxy. If your shares are held
through an intermediary, such as a bank or broker, you must present proof of
your ownership of Pelican Properties shares at the Annual Meeting. Proof of
ownership could include a proxy from the intermediary or a copy of your account
statement, which confirms your beneficial ownership of Pelican shares.
By order of the Board of Directors,
/s/ C. John Knorr, Jr.
------------------------
C. John Knorr, Jr.
Chairman of the Board
May 25, 1999
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
<S> <C>
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING...................................................................3
Why Did You Send Me this Proxy Statement?......................................................................3
How Many Votes Do I Have?......................................................................................3
How Do I Vote by Proxy?........................................................................................3
May I Revoke My Proxy?.........................................................................................3
How Do I Vote in Person?.......................................................................................4
What Vote Is Required to Approve Each Proposal?................................................................4
Is Voting Confidential?........................................................................................4
What Are the Costs of Soliciting the Proxies?..................................................................4
How Can I Obtain an Annual Report on Form 10-KSB?..............................................................4
INFORMATION ABOUT PELICAN PROPERTIES, INTERNATIONAL CORP. COMMON STOCK OWNERSHIP..................................5
How Much Stock is Owned By Directors, Executive Officers and At Least 5% Shareholders?.........................5
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS................................................................6
The Board of Directors; Committees of the Board................................................................6
How Do We Compensate Our Directors?............................................................................6
The Executive Officers.........................................................................................6
Did Directors, Executive Officers and Greater-Than-10% Shareholders Comply with Section 16(a) Beneficial
Ownership Reporting in 1998?...................................................................................7
How Do We Compensate Our Executive Officers?...................................................................7
SUMMARY COMPENSATION TABLE........................................................................................7
OPTION GRANTS DURING FISCAL YEAR 1998.............................................................................8
AGGREGATE OPTION EXERCISES DURING FISCAL YEAR 1998 AND YEAR-END OPTION VALUES.....................................8
ARRANGEMENTS WITH OFFICERS AND DIRECTORS..........................................................................8
Proposal: Elect Three Directors...............................................................................9
OTHER MATTERS....................................................................................................10
INFORMATION ABOUT SHAREHOLDER PROPOSALS..........................................................................10
</TABLE>
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<PAGE>
PROXY STATEMENT FOR THE
PELICAN PROPERTIES, INTERNATIONAL CORP.
1999 ANNUAL MEETING OF SHAREHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why Did You Send Me this Proxy Statement?
The Board of Directors of Pelican Properties, International Corp. sent
you this Proxy Statement and the enclosed proxy card because the Board is
soliciting your proxy to vote at the 1999 Annual Meeting of Shareholders. This
Proxy Statement summarizes the information you need to know to vote
intelligently at the Annual Meeting. However, you do not need to attend the
Annual Meeting to vote your shares. Instead, you may simply complete, sign and
return the enclosed proxy card.
We will begin sending this Proxy Statement, the attached Notice of
Annual Meeting and the enclosed proxy card on or about May 25, 1999 to all
shareholders entitled to vote. Shareholders who owned Pelican common stock at
the close of business on May 21, 1999 are entitled to vote. On this record date,
there were 5,642,518 shares of Pelican common stock outstanding. Common stock is
our only class of voting stock.
How Many Votes Do I Have?
Each share of Pelican common stock that you own entitles you to one
vote. The proxy card enclosed herewith indicates the number of Pelican shares
that you own.
How Do I Vote by Proxy?
Whether you plan to attend the Annual Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. Returning the proxy card will not affect your right to attend
the Annual Meeting and vote.
If you properly fill in your proxy card and send it to us in time to
vote, your "proxy" (one of the individuals named on your proxy card) will vote
your shares as you have directed. If you sign the proxy card but do not make
specific choices, your proxy will vote your shares as recommended by the Board
of Directors, as follows:
o "FOR" the election of all three nominees for director.
If any other matter is presented, your proxy will vote in accordance
with his or her best judgment. At the time this Proxy Statement went to press,
we knew of no matters which needed to be acted on at the Annual Meeting, other
than those discussed in this Proxy Statement.
May I Revoke My Proxy?
If you give a proxy, you may revoke it at any time before it is
exercised. You may revoke your proxy in any one of three ways:
o You may send in another proxy with a later date;
o You may notify Pelican's Secretary, Timothy M. Benjamin at
12520 S.W. 195th Terrace, Miami, Florida 33177, in writing
before the Annual Meeting that you have revoked your proxy; or
o You may vote in person at the Annual Meeting.
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<PAGE>
How Do I Vote in Person?
If you plan to attend the Annual Meeting and vote in person, we will
give you a ballot when you arrive. However, if your shares are held in the name
of your broker, bank or other nominee, you must bring an account statement or
letter from the nominee indicating that you were the beneficial owner of the
shares on May 21, 1999, the record date for voting.
What Vote Is Required to Approve Each Proposal?
Proposal: Elect Three Directors The three
nominees for director who receive
the most votes (a "plurality" as
required by Florida law) will be
elected. So, if you do not vote
for a particular nominee, or you
indicate "withhold authority to
vote" for a particular nominee on
your proxy card, your vote will
not count either "for" or
"against" the nominee.
A "broker non-vote" (i.e., when a
broker does not have authority to
vote on a specific issue) will
also have no effect on the outcome
since only a plurality of votes
actually cast is required to elect
a director.
Quorum; The Effect of A majority of the outstanding
Broker Non-Votes and Abstentions shares of common stock will
constitute a quorum. Your broker
is not entitled to vote on a
proposal unless it receives
instructions from you. If your
broker does not vote your shares
on a proposal, such broker
non-votes will not count as shares
present for purposes of
determining the presence or
absence of a quorum for the
transaction of business and, thus,
will have no legal effect on any
other matter which may come before
the shareholders. Abstentions are
counted for determining if a
quorum is present, but because the
affirmative vote of a majority of
the votes cast is required to
approve any other matter that may
come before the shareholders,
abstentions will have no legal
effect on whether a matter is
approved.
Is Voting Confidential?
As a matter of policy, proxies, ballots and voting tabulations that
identify individual shareholders are held confidential by Pelican. That
information is available for examination only by the inspectors of election who
are employees appointed to tabulate the votes. The identity of the vote of any
shareholder is not disclosed except as may be necessary to meet legal
requirements.
What Are the Costs of Soliciting the Proxies?
Pelican pays the cost of preparing, assembling and mailing this
proxy-soliciting material. In addition to the use of the mail, proxies may be
solicited personally, by telephone or telegraph by Pelican officers and
employees without additional compensation. Pelican pays all costs of
solicitation, including certain expenses of brokers and nominees who mail proxy
material to their customers or principals.
How Can I Obtain an Annual Report on Form 10-KSB?
The 1998 Annual Report on Form 10-KSB was filed with the Securities and
Exchange Commission on or about April 15, 1999. If you would like a copy,
without charge, please write to:
Investor Relations
Pelican Properties, International Corp.
12520 S.W. 195th Terrace
Miami, Florida 33177
Attention: Timothy M. Benjamin
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<PAGE>
INFORMATION ABOUT PELICAN PROPERTIES, INTERNATIONAL CORP. COMMON STOCK OWNERSHIP
How Much Stock is Owned By Directors, Executive Officers and At Least 5%
Shareholders?
The following table shows, as of April 30, 1999, (a) all persons we
know to be "beneficial owners" of more than five percent of the outstanding
common stock of Pelican, and (b) the common stock owned beneficially by Pelican
directors and executive officers and all executive officers and directors as a
group. Each person has sole voting and sole investment power with respect to the
shares shown, except as noted.
<TABLE>
<CAPTION>
Shares beneficially owned(2)
Name and Address(1) Number Percent
------------------- ------ -------
<S> <C> <C>
C. John Knorr, Jr.(3)........................................... 1,685,483 29%
Jane Bergman(4)................................................. 280,000 5.5%
Donald E. Schupp................................................ 400 **
Timothy M. Benjamin(5).......................................... 90,000 1.6%
Thomas L. Callahan(6)........................................... 688,145 13.5%
Linda Brauer(7)................................................. 350,698 6.8%
All Directors and Executive Officers
as a Group (four persons)(8)................................. 2,055,883 34.2%
</TABLE>
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** Represents a percentage of beneficial ownership that is less than 1%.
(1) Unless otherwise stated, the address for all persons listed above is 2
Fenwick Road, Fort Monroe, Virginia 23651.
(2) "Beneficial ownership" is a technical term broadly defined by the
Securities and Exchange Commission to mean more than ownership in the
usual sense. For example, you "beneficially" own Pelican common stock not
only if you hold it directly, but also if you indirectly (through a
relationship, a position as a director or trustee, or a contract or
understanding) have (or share) the power to vote the stock, or to sell
it, or you have the right to acquire it within 60 days. The percent of
shares beneficially owned as of April 30, 1999 was calculated based upon
6,015,851 "shares", consisting of 5,642,518 shares of common stock
outstanding plus 373,333 options to purchase common stock.
(3) Mr. Knorr's address is P.O. Box 500466, Marathon, FL 33050. This amount
includes [107,256 shares of common stock held by Infinity Investments
Group, Inc., the former general partner of Sunshine Key Associates
Limited Partnership, a Florida limited partnership of which, until May
29, 1998, Pelican owned a 99% interest. This amount also includes:
333,333 shares of common stock issuable upon the exercise of options at a
price of $.01 per share at any time between January 1, 1999 and January
1, 2003.
(4) Ms. Bergman's address is 22 Laarison Road, Chester, New Jersey 07930. Ms.
Bergman has no rights to acquire shares of common stock that may be
acquired upon exercise of stock options that were exercisable as of April
30, 1999, or that will become exercisable within 60 days after April 30,
1999.
(5) Mr. Benjamin's address is 12520 S.W. 195th Terrace, Miami, Florida 33177.
This amount includes 40,000 shares issuable upon the exercise of options
that became exercisable upon satisfaction of certain conditions set forth
in an employment agreement between Pelican and Mr. Benjamin.
(6) Mr. Callahan's address is 1001 Oystercove Drive, Grasonville, Maryland
21638. Mr. Callahan has no rights to acquire shares of common stock that
may be acquired upon exercise of stock options that were exercisable as
of April 30, 1999, or that will become exercisable within 60 days after
April 30, 1999.
(7) Ms. Brauer's address is 11308 Bedfordshire Avenue, Potomac, Maryland
20854. Ms. Brauer has no right to acquire shares of common stock that may
be acquired upon exercise of stock options that were exercisable as of
April 30, 1999, or that will become exercisable within 60 days after
April 30, 1999.
(8) This amount includes 373,333 shares of common stock that may be acquired
upon exercise of stock options that were exercisable as of April 30,
1999, or that will become exercisable within 60 days after April 30,
1999.
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<PAGE>
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors; Committees of the Board
The Board of Directors oversees the business and affairs of Pelican and
monitors the performance of management. In accordance with corporate governance
principles, the Board of Directors does not involve itself in day-to-day
operations. The directors keep themselves informed through discussions with the
Chairman of the Board, other key executives and our principal external advisors
(legal counsel, outside auditors and other consultants), by reading reports and
other materials that we send to them and by participating in meetings.
The Board met one time during fiscal year 1998 and took action five
times by written consent. There are no temporary or permanent committees of the
Board of Directors.
How Do We Compensate Our Directors?
Meeting Fees
and Expenses Commencing with this 1999 Annual
Meeting, we compensate directors who
are not employees of Pelican or our
subsidiaries with a fee of $500 for
each Board meeting. We reimburse all
directors for travel and other
related expenses incurred in
attending shareholder and Board
meetings. We do not compensate our
employees or employees of our
subsidiaries for service as a
director. We do, however, reimburse
them for travel and other related
expenses.
Stock Awards We do not currently grant
directors of Pelican the right to
participate in any of our stock
option plans, but do encourage all
non-employee directors to purchase
shares of common stock on the open
market as they wish.
The Executive Officers
These are the biographies of Pelican's current executive officers,
except for Mr. Knorr, whose biography is included below under "Proposal: Elect
Three Directors."
Timothy M. Benjamin Chief Financial Officer, Treasurer and
Age 33 Secretary. Since October 30, 1995, Mr.
Benjamin has served as the Chief Financial
Officer and since June 1996 also as the
Treasurer and Secretary of Pelican. From 1989
to October 1995, Mr. Benjamin was employed
with the Federal Reserve Bank of Atlanta and
Miami, as the Senior Business Development
Coordinator.
Nathan Roesing Vice President of Hotel Operations. Since
Age 32 October 1998, Mr. Roesing has served as the
Vice President of Hotel Operations for
Pelican. From March 1996 to October 1998, he
was a Regional Director of Hotel
Operation/General Manager and Corporate
Regional Director of Sales with Lane Hotels,
Inc. -- Eastern Region, in Newport News,
Virginia. From July 1995 to March 1996, Mr.
Roesing worked as the General
Manager/Corporate Director of Sales for the
Pittsburgh region of Days Inn and, prior to
that, from January 1993 to July 1995, he
served as Corporate Director of Hotel
Operations/Corporate Director of Sales with
Interstate Hotels, Inc., Pittsburgh Hilton &
Towers, Hyatt Hotels Corp., and Vista
International Hotels, all in Pittsburgh,
Pennsylvania.
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<PAGE>
Did Directors, Executive Officers and Greater-Than-10% Shareholders Comply with
Section 16(a) Beneficial Ownership Reporting in 1998?
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and greater-than-10% shareholders to file reports
with the Securities and Exchange Commission on changes in their beneficial
ownership of Pelican common stock and to provide Pelican with copies of the
reports. Based solely on our review of these reports and of certifications
furnished to us, we believe that all of these reporting persons complied with
their filing requirements for fiscal year 1998, except for Timothy Benjamin, who
inadvertently filed a late Form 4 for reporting options which he exercised, and
Jane Bergman, who inadvertently filed a late Form 4 for reporting quarterly
stock compensation that she received for serving as an officer of Pelican.
How Do We Compensate Our Executive Officers?
The tables below show salaries and bonuses paid during the last two
years, options granted in fiscal year 1998 and aggregate options exercised in
fiscal year 1998 for the Chief Executive Officer and President. No executive
officer of Pelican has received annual compensation in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-term
Annual compensation compensation awards
------------------------------ -----------------------------
Options All other
Year Salary Bonus Other # of Shares Compensation
---- ------ ----- ----- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Jane Bergman 1998 $ -- $16,500 $ -- -- $28,700(2)
President (1) 1997 -- -- -- -- $8,750(3)
C. John Knorr, Jr. 1998 $62,400 $8,750 -- -- --
Chairman of the Board(4) 1997 $62,400 -- -- -- --
</TABLE>
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(1) Ms. Bergman served as President of Pelican from June 1, 1996 to May 31,
1998.
(2) This amount represents the value (as determined by Pelican) of 40,000
shares of common stock earned in 1998 under an employment agreement
between Ms. Bergman and Pelican, which expired on May 31, 1998 and was
not renewed.
(3) This amount represents the value (as determined by Pelican) of 140,000
shares of common stock earned in 1997 under an employment agreement
between Ms. Bergman and Pelican.
(4) Since June 1, 1998, Mr. Knorr has served as President of Pelican.
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<PAGE>
OPTION GRANTS DURING FISCAL YEAR 1998
The following table shows information about grants of stock options to
the executive officers pursuant to Pelican's stock option plans or otherwise
during fiscal year 1998.
<TABLE>
<CAPTION>
Option Grants During Fiscal Year 1998
% of Total
Options Granted Exercise or
Options to Employees in Base Price Expiration
Name Granted(shares) Fiscal Year ($/share) Date
---- --------------- ----------- --------- ----
<S> <C> <C> <C> <C> <C>
Timothy M. Benjamin...................... 50,000 100% $0.01 2/28/2002
</TABLE>
AGGREGATE OPTION EXERCISES DURING FISCAL YEAR 1998 AND YEAR-END OPTION VALUES
One executive officer exercised a total of 50,000 options during fiscal
year 1998. The following table shows information about the value of exercised
and unexercised stock options on December 31, 1998 for the executive officer
listed below.
<TABLE>
<CAPTION>
Number of Number of Securities Under- Value of Unexercised In-
Shares ---------------------------- -----------------------------
Acquired on Value lying Unexercised Options the-Money Options at
Exercise Realized (1) at December 31, 1998 December 31, 1998(2)
------------ ------------- ---------------------------- -----------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Timothy M. Benjamin... 50,000 $74,500 -- -- $30,750 --
</TABLE>
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(1) The dollar values are calculated by determining the difference between
$1.50, the closing bid price of common stock on March 6, 1998, and the
exercise price of the stock options.
(2) The dollar values are calculated by determining the difference between
$0.6250 per share, the closing bid price of common stock on December 31,
1998, and the exercise price of the stock options. "In-the-Money" stock
options are options for which the exercise price is less than the market
price of the underlying stock on a particular date.
ARRANGEMENTS WITH OFFICERS AND DIRECTORS
As of April 30, 1999, there were exercisable stock options to purchase
an aggregate of approximately 333,333 shares of common stock at an exercise
price of $.01 per share. In addition, in April 1999. Mr. Knorr exercised options
to purchase 333,333 shares of common stock at an exercise price of $.01 per
share. Both of these options (aggregating 666,666) were granted to Mr. Knorr on
October 9, 1996 as consideration for Mr. Knorr guaranteeing the payment of
$1,000,000 under a Guarantee Agreement between Mr. Knorr and WAMCO XXII, Ltd.,
dated August 6, 1996.
Infinity Investments Group, Inc., a Florida corporation owned and
controlled by Mr. Knorr, privately owned three park model units located at the
Sunshine Key Resort. These rental units were managed through a subsidiary of
Pelican, Ohio Key I Inc., and expenses were paid for the units through May 1998
and were labeled earned income. On June 4, 1998, Infinity Investments Group sold
its interests in the three park model units to a third party and all balances
owed by Pelican were settled.
As of December 31, 1997, Pelican owed to Mr. Knorr, directly and
indirectly, $5,638, of which amount was referred to as "Due to Affiliates" in
Pelican's financial statements. These sums were related to the unit incomes,
which units were sold in 1998. As of April 30, 1999, there are no balances owed
to or from Mr. Knorr, directly or indirectly, other than compensation from
Pelican for his services as Chairman.
-8-
<PAGE>
On June 4, 1998, Pelican redeemed an aggregate of 46,666 shares of its
Series A Convertible Preferred Stock for a redemption price of 117.6% of the
stated face value ($1.50 per share). As a result of the redemption, Mr. Knorr
received $82,320.
Proposal: Elect Three Directors
The Board has nominated three directors for election at the Annual
Meeting, to serve until the 2000 annual meeting of shareholders or until their
successors are elected and qualified. Messrs. Knorr and Schupp are currently
directors of Pelican.
If any of the nominees should become unavailable, your shares will be
voted for a Board-approved substitute, or the Board may reduce the number of
directors to be elected. If any director resigns, dies or is otherwise unable to
serve out his term, or the Board increases the number of directors, the Board
may fill the vacancy until the next annual meting.
Nominees
C. John Knorr, Jr. Since May 1996, Mr. Knorr has served as the
Chairman of the Board, President Chairman of Pelican and, from August 1995 to
Age 53 June 1996 and since June 1998, also as its
President. Since [1991], Mr. Knorr has been
the President and sole shareholder of
Infinity Investments Group, Inc., which,
until May 1998, was the general partner and
management company for Sunshine Key
Associates, L.P., a Florida limited
partnership, of which Pelican owned a 99%
interest.
Donald E. Schupp Mr. Schupp has served as a director of
Age 53 Pelican since February 1997. Since 1983, Mr.
Schupp has served as President and Chief
Operating Officer of Buckeye Refining Co.,
LLC, whose predecessor is American Refining
Group, Inc. in the oil and refining
business, with headquarters in Pittsburgh,
Pennsylvania.
Michael Halpern Mr. Halpern has been nominated by the board
Age 46 of directors to serve on Pelican's board of
directors for fiscal year 1999. Since 1977,
Mr. Halpern has worked as an attorney in Key
West, Florida and , during that time, has
served as the President and Chief Executive
Officer of Triad Planning and Management
Corporation, Ramlo Construction Corporation,
Ramlo Development Corporation, and Key West
Saloon, Inc, which owns Sloppy Joe's Bar in
Key West, Florida. Mr. Halpern received his
B.A. from S.U.N.Y. - Binghampton and his
M.B.A. and J.D. from Florida State
University.
- --------------------------------------------------------------------------------
The Board recommends that you vote "FOR" the election of all three
nominees for director.
- --------------------------------------------------------------------------------
A COPY OF PELICAN'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 1998, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WITH
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO BUT WITHOUT ANY OTHER EXHIBITS,
WILL BE MAILED TO THE SHAREHOLDERS OF PELICAN UPON RECEIPT OF A WRITTEN REQUEST.
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<PAGE>
For Further information on obtaining the 1998 Annual Report, see "How
Can I Obtain An Annual Report on Form 10-KSB", above.
OTHER MATTERS
Management does not know of any matters to be presented for action at
the meeting other than the election of directors, as further described in the
Notice of Annual Meeting of Shareholders. However, if any other matters come
before the Annual Meeting, it is intended that the holders of the proxies will
vote thereon in their discretion.
INFORMATION ABOUT SHAREHOLDER PROPOSALS
Any shareholder who desires to present a proposal qualified for
inclusion in our proxy materials relating to our 2000 Annual Meeting must
forward the proposal to C. John Knorr, Jr., at the address set forth below in
time to arrive at our offices no later than January 27, 2000. This January 27,
2000 deadline will change in accordance with the rules and regulations
promulgated by the Securities and Exchange Commission if the date of the 2000
Annual Meeting is 30 calendar days earlier or later than June 22, 2000. The
notice provided by the shareholders must contain:
o a complete and accurate description of the proposal;
o a statement that the shareholder (or the shareholder's legal
representative) intends to attend the meeting and present the
proposal and that the shareholder intends to hold of record
securities entitled to vote at the meeting through the meeting
date;
o the shareholder's name and address and the number of shares of our
voting securities that the shareholder holds of record and
beneficially as of the notice date; and
o a complete and accurate description of any material interest of
such shareholder in such proposal.
All shareholder proposals are subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as amended (regardless
of whether included in the proxy materials), and applicable Florida law.
Under the proxy rules, in the event Pelican receives notice of a
shareholder proposal to take action at the next annual meeting that is not
submitted for inclusion in the proxy materials, or is submitted for inclusion
but is properly excluded from such proxy materials, the persons named in the
form of proxy sent by Pelican to its shareholders will have the discretion to
vote on such proposal in accordance with their best judgment if notice of the
proposal is not received at our offices by April 10, 2000.
Our Bylaws do not provide separate or additional procedures for
shareholders to nominate directors or to bring business before the shareholders.
If you wish to submit a shareholder proposal for the 2000 Annual
Meeting of Shareholders or if you would like a copy of our Bylaws (without
charge), please write to C. John Knorr, Jr., of Pelican Properties,
International Corp. at 2 Fenwick Road, Fort Monroe, Virginia 23651.
By order of the Board of Directors,
/s/ C. John Knorr, Jr.
-----------------------------------
C. John Knorr, Jr.
Chairman of the Board
May 25, 1999
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PELICAN PROPERTIES, INTERNATIONAL CORP.
Proxy for 1999 Annual Meeting of Shareholders to be held on June 22, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Pelican Properties, International Corp.
(the "Company") hereby constitutes and appoints C. John Knorr, Jr. and Donald E.
Schupp, or either of them, as attorney and proxy, with the power to appoint a
substitute, and hereby authorizes them to represent and vote, as designated
below, all of the shares of common stock of the Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Company to be held
Tuesday, June 22, 1999, or at any and all adjournments or postponements thereof,
with respect to the matters set forth below and described in the Notice of
Annual Meeting of Shareholders and the Proxy Statement dated May 25, 1999.
Proposal: To consider and act upon a proposal to elect Messrs. Knorr,
Schupp and Halpern, as directors to hold office for one-year
terms or until their successors are elected and qualified.
[ ] FOR ELECTION OF ALL NOMINEES (except as shown below)
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
Instruction: To withhold authority to vote for any individual
nominee, strike through the nominee's name below:
C. John Knorr, Jr. Donald E. Schupp
Michael Halpern
Proposal: In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting or
any and all adjournments thereof.
[ ] AUTHORIZED TO VOTE [ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder(s). IF NO INDICATION IS MADE,
THIS PROXY WILL BE VOTED "FOR" THE NOMINEES LISTED HEREIN AND THE PROXY HOLDERS
WILL VOTE ON ANY OTHER MATTER IN THEIR DISCRETION AND IN THEIR BEST JUDGMENT.
Please mark, date and sign exactly as your name appears on your stock
certificate. When shares are held by joint tenants, both should sign. When
signing as corporate officer, partner, attorney, executor, administrator,
trustee or guardian, please specify your full title as such.
Dated: __________________ ___________________________________
Signature
Dated: __________________ ___________________________________
Signature if held jointly
