SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| 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)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the 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 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 (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 transaction:
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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 number, or
the Form or Schedule and the date of its filing.
1. Amount previously paid:
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<PAGE>
PELICAN PROPERTIES, INTERNATIONAL CORP.
2 Fenwick Road
Suite 100
Fort Monroe, Virginia 23651
November 7, 2000
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
Ramada Plaza City Center, 1200 Market Street, Wheeling, West Virginia 26003, on
Tuesday, the 21st day of November, 2000, at 9:00 am, and thereafter as it may
from time to time be adjourned or postponed.
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, you
may vote in person.
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.
Chairman of the Board
<PAGE>
PELICAN PROPERTIES, INTERNATIONAL CORP.
NOTICE OF
2000 ANNUAL MEETING OF SHARHOLDERS
AND
PROXY STATEMENT
Date: November 21, 2000
Time: 9:00 am
Place: Ramada Plaza City Center Hotel
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 October 11,
2000, you are entitled to notice of and to vote at the Annual Meeting and any
adjournment of postponement thereof. 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, Suite 100, 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,
C. John Knorr, Jr.
Chairman of the Board
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE PAID ENVELOPE AS PROMPTLY
AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. SHAREHOLDERS
WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY
AND VOTE THEIR SHARES IN PERSON.
November 7, 2000
<PAGE>
TABLE OF CONTENTS
PAGE
----
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? ................................................ 3
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 1999? ....... 6
How Do We Compensate Our Executive Officers ............................. 7
SUMMARY COMPENSATION TABLE ................................................. 7
OPTION GRANTS DURING FISCAL YEAR 1999 ...................................... 7
ARRANGEMENTS WITH OFFICERS AND DIRECTORS ................................... 8
Proposal: Elect Three Directors ......................................... 8
OTHER MATTERS .............................................................. 9
INFORMATION ABOUT SHAREHOLDER PROPOSALS .................................... 9
2
<PAGE>
PROXY STATEMENT FOR THE
PELICAN PROPERTIES, INTERNATIONAL CORP.
2000 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 2000 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, the enclosed proxy card and Pelican Properties Annual Report on Form
10-KSB, on or about November 7, 2000 to all Shareholders entitled to vote.
Shareholders who owned Pelican common stock at the close of business on October
11, 2000 are entitled to vote. On this record date, there were 5,975,851 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 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 judgement. 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 Properties, International Corp. at 2 Fenwick
Road, Suite 100, Hampton, VA 23651, in writing before the Annual
Meeting that you have revoked your proxy; or
o You may vote in person at the Annual Meeting.
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 October 11, 2000, the record date for voting.
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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 shares of common
Broker Non-Votes and stock will constitute a quorum. Your broker is not
Abstentions entitled to vote on a proposal unless he/she
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 tabulation 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 1999 Annual Report on Form 10-KSB was filed with the Securities and
Exchange Commission on or about May 5, 2000. If you would like a copy, without
charge, please write to:
Pelican Properties, International Corp.
2 Fenwick Road
Suite 100
Fort Monroe, VA 23651
4
<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 September 30, 2000, (a) all persons we
know to be "beneficial owners" of more then 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.
Shares beneficially
owned (2)
---------
Name and Address (1) Number Percent
-------------------- ------ -------
C. John Knorr, Jr. (3) ................................. 1,018,917 17.1%
Clara Road Investments, Inc.(4) ........................ 666,666 11.2%
Thomas L. Callahan (5) ................................. 675,434 11.3%
Linda Brauer (6) ....................................... 350,698 5.9%
Donald Schupp .......................................... -0- 0.0%
Michael Halpern ........................................ -0- 0.0%
All Director and Executive Officers as a Group ......... 1,018,917 17.1%
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(1) Unless otherwise stated, the address for all persons listed above is 2
Fenwick Road, Suite 100, Fort Monroe, Virginia 23651.
(2) "Beneficial ownership" is a technical term broadly defined by the
Securities 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 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 September 30, 2000 was calculated based upon shares owned by the holder
plus shares the holder has the right to beneficially acquire within sixty
(60) days. There were 5,975,851 shares of common stock issued and
outstanding on September 30, 2000.
(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. ]
(4) Mr. Knorr owns 30% of Clara Road Investments, Inc.
(5) Mr. Callahan's address is 1001 Oystercove Drive, Grasonville, Maryland
21638.
(6) Ms. Brauer's address is 11308 Bedfordshire Avenue, Potomac, Maryland
20854.
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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 three times during fiscal year 1999 and took action by
written consent five times. There are no temporary or permanent committees of
the Board of Directors.
How Do We Compensate Our Directors?
Meeting Fees Commencing with this 2000 Annual Meeting, we
Expenses 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."
Nathan Roesing Chief Operating Officer. Since March 1999, Mr.
Age 33 Roesing has served as the Vice President of
Operations for Pelican. From March 1996 to October
1998, he was Regional Director of Hotel
Operations/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.
Did Directors, Executive Officers and Greater-Than 10% Shareholders Comply with
Section 16 (a) Beneficial Ownership Reporting in 1999?
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 1999.
6
<PAGE>
How Do We Compensate Executive Officers?
The tables below show salaries and bonuses paid during the last two years,
options granted in fiscal year 1999 and aggregate options exercised in fiscal
year 1999 for Chairman of the Board and Chief Operating Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Compensation awards
Annual compensation --------------------------
-------------------------------- Options All Other
Year Salary Bonus Other # of Shares Compensation
---- ------ ----- ----- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Nathan A. Roesing 1998 $ -- $ -- -- $ --
Chief Operating Officer 1999 $112,452 $26,600 -- -- --
C. John Knorr, Jr 1998 $ 62,400 $ 8,750 -- -- --
Chairman of the Board . 1999 $ 73,500 -- -- -- --
</TABLE>
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OPTIONS GRANTS DURING FISCAL YEAR 1999
There were no Option Grants made in fiscal year 1999.
7
<PAGE>
ARRANGEMENTS WITH OFFICERS AND DIRECTORS
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 interest in the three park model units to a third party and all balances
owed by Pelican were settled.
PROPOSAL: ELECT THREE DIRECTORS
The Board has nominated three Directors for election at the Annual
Meeting, to serve until the 2001 Annual Meeting of shareholders or until their
successors are elected and qualified.
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 Meeting.
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 54 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, LP, 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 served on Pelican's Board of
Age 47 Directors since 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, 1999, 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.
For further information on obtaining the 1999 Annual Report, see "How Can
I Obtain an Annual Report on Form 10-KSB", above.
8
<PAGE>
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 2001 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 February 27, 2001. This February 27, 2001deadline
will change in accordance with the rules and regulations promulgated by the
Securities and Exchange Commission if the date of the 2001 Annual meeting is 30
calendar days earlier or later than its anticipated date of July 21, 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 holds and 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.
In addition, 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.
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 judgement if notice of the proposal is not received at our
offices by May 11, 2001, assuming a mailing date of proxy materials of June 25,
2001 for the 2001 Annual Meeting.
Our Articles of Incorporation and our Bylaws do not provide separate or
additional procedures for Shareholders to nominate directors or to bring
business before the shareholders. Shareholders must follow procedures provided
herein and in the proxy rules promulgated under the Securities Exchange Act of
1931, as amended.
If you wish to submit a Shareholder proposal for the 2001 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, Suite 100, Fort Monroe, Virginia 23651.
By order of the Board of Directors,
C. John Knorr, Jr.
Chairman of the Board
9
