SCHEDULE 14C
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)(2))
|_| Definitive Information Statement
Terrace Food Group, Inc.
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(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| $125 per Exchange Act Rule O-11(c)(1)(ii), 14c-5(g).
|_| Fee computed on table below per Exchange Act Rules 14c-5(g)
and O-11.
1) Title of each class of securities to which transaction applies:
Common Stock $.001 par value
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2) Aggregate number of securities to which transaction applies:
9,483,423 Shares
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
N/A
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4) Proposed maximum aggregate value of transaction:
N/A
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5) Total fee paid:
N/A
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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 O-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:
Registrant
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4) Date Filed:
February __, 1999
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INFORMATION STATEMENT DATED FEBRUARY 23, 1999
TO THE STOCKHOLDERS OF TERRACE FOOD GROUP, INC.:
Notice is hereby given that in accordance with the provisions of
Section 228 of the Delaware General Corporation Law ("DGCL"), the holders of the
issued and outstanding common stock of Terrace Food Group, Inc., a Delaware
corporation (the "Company"), having not less than the minimum number of votes
necessary to authorize or take such action as described below have taken, by
written consent without a meeting and without a vote, effective March 15, 1999
(the "Written Consent"), the following action: effecting a
___________-for-_____________ combination or reverse split of the outstanding
common stock of the Company, the result of which will be to decrease the number
of shares issued and outstanding from 9,483,423 to _________ shares of common
stock.
Only holders of record of the Company's common stock at the close of
business on February 19, 1999 are entitled to receive notice of the action by
written consent in accordance with Section 228 of the DGCL. This Information
Statement is being sent to such holders of record on or about February 23, 1999.
No response is being requested from you and you are requested not to respond to
this Information Statement. In accordance with Section 228 of the DGCL, this
Information Statement shall be deemed prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent to
those stockholders who have not consented in writing.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
By order of the Board of Directors
and Consenting Stockholders of
Terrace Food Group, Inc.
1351 N.W. 22nd Street
Pompano Beach, FL 33069
954-917-7272
By:__________________________________
Jonathan S. Lasko, Secretary
Dated: February 23, 1999.
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Date, Time and Place Information
As noted in the preceding Notice, effective March 15, 1999, all the
issued and outstanding common stock of the Company will be combined, on a
__________-for- ___________ reverse split basis ("Reverse Split"). Under Section
242 of the DGCL, the Reverse Split will be accomplished without the necessity of
amending the Company's Certificate of Incorporation. Thus, no filings under
applicable Delaware law are required. Copies of the executed and dated requisite
Consents of Stockholders in Lieu of Meeting are available for inspection at the
offices of the Company at 1351 N.W. 22nd Street, Pompano Beach, FL 33069, by any
stockholder or record on the Record Date (February 19, 1999).
Voting Securities and Principal Holders Thereof
As of the Record Date, February 19, 1999, there were 9,483,423 shares
of common stock issued and outstanding and entitled to vote or give written
consent to the Reverse Split. No other class of securities of the Company has
any such voting right. Those stockholders from whom written consent has been
secured are _________ in number and either are directors, officers, employees or
close associates of the foregoing. A total of ________ shares (___%) have signed
written consents to make the Reverse Split effective March 15, 1999. Stockholder
consents were not and will not be solicited generally.
The following table provides information concerning the beneficial
ownership of Common Stock of the Company by each director, certain executive
officers, and by all directors and officers of the Company as a group as of
February 19, 1999. In addition, the table provides information concerning the
beneficial owners known to the Company to hold more than 5% of the outstanding
Common Stock of the Company as of February 19, 1999.
Common Stock
Beneficial Percent of
Name of Beneficial Owner Ownership(1) Class(1)(2)
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Jonathan S. Lasko 455,000(3) *
Richard Power 422,501 *
Steven Shulman 564,501 5.9%
Fred A. Siegel 78,750 *
Houssam T. Aboukhater 200,000 *
William Rodrigues 25,000 *
A One A Produce & Provisions, Inc. 500,000(4) 5.2%
Virgil Scarbrough 111,316(4) *
Scott Davis 111,316(4) *
All Directors and Executive Officers
and 5% holders as a Group 2,468,384(5) 26%
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*Less than five percent.
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(1) In each case the beneficial owner has sole voting and investment power
except that shares held by Jonathan S. Lasko are held in joint tenancy
with his wife Ellen J. Lasko.
(2) The calculation of percent of class is based upon the number of shares
of Common Stock outstanding as of February 19, 1999.
(3) Includes 25,000 shares held for the benefit of Jordana Lasko, a minor.
(4) This amount does not include shares held by A One A's joint owners,
Virgil Scarbrough and Scott Davis. Messrs. Scarbrough and Davis are
officers of A One A, one of the Company's wholly-owned subsidiaries.
(5) Includes an aggregate of 355,000 shares of Common Stock which was
automatically converted from Preferred Stock on July 31, 1998. Does not
include stock options granted in the amounts and prices as follows:
Jonathan S. Lasko - 125,000 @ 1.185 and 30,000 @ 1,375; Steven Shulman
- 130,000 @ 1.185 and 50,000 @ 1.375; Richard Power - 20,000 @ 1,185
and 30,000 @ 1.375; Fred A. Seigel - 30,000 @ 1.375; and Houssam T.
Aboukhater - 30,000 @ 1.375. Also does not include warrants to purchase
Common Stock at a price of $1.1875 in the following amounts: Jonathan
S. Lasko - 375,000; Steven Shulman - 36,666.7; Richard Power -
31,666.7; and Fred A. Seigel - 15,833.3.
Modification of Securities
The Company has determined the advisability of effecting the Reverse
Split of its common stock in an attempt to increase the market price per share
for its common stock and ultimately to enhance stockholder value. After informal
discussions with members of the investment banking community, certain directors
brought to the attention of the entire Board of Directors the informal view that
combining the total number of shares outstanding at this time, and thereby
probably concomitantly increasing the market price per share, could have the
salutary effect of encouraging persons presently beneficially holding relatively
small amounts of the Company's common stock (e.g., 100 to 10,000 shares) to sell
such holdings in the open market. Previously, by reason of the relatively low
price per share, the Company believes such persons had no incentive to do so
and, hence, the Company believes its market liquidity has been negatively
affected.
The Reverse Split will occasion implementation of the "anti-dilution"
provisions in the Company's outstanding 5,272,300 Public Warrants in that each
such Warrant will be exercisable for ____________th share at $4.00 per
______________, or $_______ for a full share. The Company will not issue
fractional shares and will only accept the exercise of ____________ Warrants for
each share to be issued upon exercise and payment of the revised exercise price.
As required by the Warrant Agreement, separate notice will be sent to Warrant
Holders advising of the revisions to the number of shares issuable upon exercise
and the exercise price per share, as required by the Warrant Agreement.
Financial and Other Information
Inasmuch as the Reverse Split will not cause any changes to the
Company's financial or other information other than to reduce the total number
of shares issued and outstanding, no financial or related information is
included herein. However, reference is hereby made to the Company's Form 10-QSB
for the period ended September 30, 1998, its latest filed
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report with the Securities and Exchange Commission, for such information.
Additionally, the Company notes that its Annual Report on Form 10-KSB for the
year ended December 31, 1998 is due to be filed with the Securities and Exchange
Commission on or about March 31, 1999 and copies thereof will be available for
its stockholders and others shortly thereafter in connection with the Company's
Annual Meeting of Stockholders for the election of directors and possibly other
matters, intended to be held in late Spring or early Summer of 1999.
Restatement of Accounts
No action is to be taken to restate any accounts of the Company, other
than to restate the total number of shares outstanding as of March 15, 1999, as
a result of the Reverse Split. Furthermore, as noted, neither the Certificate of
Incorporation, as amended, nor the By-laws of the Company, as amended, or other
documents will be amended by reason of this action.
No Voting
As noted, no votes or consents are being solicited in connection with
the Reverse Split. Under the DGCL, a simple majority of the total number of
shares outstanding is required to effectuate the Reverse Split. Inasmuch as the
_____________ stockholders mentioned above have submitted written consents
effective March 15, 1999, to such action, under the DGCL such affirmative
consent is all that is required. The purpose of this Information Statement is to
provide "prompt notice" required by the DGCL and to provide information in
accordance with Regulation 14C promulgated by the Securities and Exchange
Commission.
By order of the Board of Directors
and Consenting Stockholders of
Terrace Food Group, Inc.
By:_______________________________________
Steven Shulman, Chairman of the Board
Dated: February 23, 1999
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