<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
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 Section 240.14a-11(c) or Section
240.14a-12
EMBASSY ACQUISITION CORP.
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(Name of Registrant as Specified In Its Charter)
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(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:
Common Stock, par value $.0001 per share
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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 (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 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:
N/A
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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> 2
EMBASSY ACQUISITION CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 1997
To the Shareholders of
Embassy Acquisition Corp.:
The Annual Shareholders Meeting of Embassy Acquisition Corp. (the
"Company") will be held in the Auditorium on the 19th Floor of the NationsBank
Building located at 100 Southeast 2nd Street, Miami, Florida 33131 on May 23,
1997, at 9:00 A.M., local time, for the following purposes:
1. To elect a Board of Directors of five members to serve until the
ensuing Annual Meeting and/or until their respective successors are elected and
qualified.
2. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on April 15, 1997
are entitled to notice of and to vote at the meeting or any adjournment or
adjournments thereof. A list of such shareholders will be available for
inspection during normal business hours at the offices of the Company located at
1428 Brickell Avenue, Suite 105, Miami, Florida during the ten days preceding
the meeting.
By Order of the Board of Directors,
Ronald M. Stein
Secretary
Miami, Florida
April 18, 1997
YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
<PAGE> 3
EMBASSY ACQUISITION CORP.
PROXY STATEMENT
TABLE OF CONTENTS
<TABLE>
<S> <C>
INFORMATION CONCERNING VOTING AND PROXY SOLICITATION........................ 1
ELECTION OF DIRECTORS....................................................... 2
ADDITIONAL INFORMATION...................................................... 4
</TABLE>
(i)
<PAGE> 4
EMBASSY ACQUISITION CORP.
1428 BRICKELL AVENUE, SUITE 105
MIAMI, FLORIDA 33131
(305) 374-6700
PROXY STATEMENT
INFORMATION CONCERNING VOTING AND PROXY INFORMATION
This proxy statement is furnished by the Board of Directors of Embassy
Acquisition Corp., a Florida corporation (the "Company"), in connection with its
solicitation of proxies for use at the annual meeting of shareholders to be held
on May 23, 1997 (the "Annual Meeting"), at the time and place set forth in the
accompanying Notice of Annual Meeting of Shareholders, and at any adjournments
thereof. Mailing of the proxy statement and the accompanying proxy card to
shareholders will commence on or about April 18, 1997.
Record holders of common stock, par value $.0001 per share (the "Common
Stock"), at the close of business on April 15, 1997 (the "Record Date") are
entitled to one vote for each share held on all matters to be considered at the
Annual Meeting. On the Record Date, 2,540,000 shares of Common Stock were
outstanding and entitled to vote.
VOTING
All properly executed proxies delivered pursuant to this solicitation
and not revoked will be voted in accordance with the directions given, and, in
connection with any other business that may properly come before the Annual
Meeting, in the discretion of the persons named in the proxy. With respect to
the proposal to elect five directors to serve until the 1998 annual meeting,
shareholders may vote in favor of all nominees or withhold their votes as to all
or specific nominees. If no direction is given on a proxy, it will be voted for
the election of all director nominees.
A proxy delivered pursuant to this solicitation is revocable at any
time prior to its exercise by giving written notice to the Secretary of the
Company, by delivering a later dated proxy, or by voting in person at the Annual
Meeting. Attendance at the Annual Meeting will not, in itself, constitute
revocation of a proxy.
A majority of the outstanding shares of Common Stock, represented in
person or by proxy, constitutes a quorum for transaction of business at the
Annual Meeting. The election of directors will require the affirmative vote of a
plurality of the shares of Common Stock voting in person or by proxy at the
Annual Meeting; accordingly, votes that are withheld and broker non-votes will
not affect the outcome of the election.
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<PAGE> 5
GENERAL
The shareholders of the Company are being asked to elect five directors
to serve until the 1998 Annual Meeting or until their successors are elected and
qualified. See "ELECTION OF DIRECTORS."
THE COMPANY
The Company is a Florida corporation, with its principal executive
offices located at 1428 Brickell Avenue, Suite 105, Miami, Florida 33131 and its
telephone number is (305) 374-6700. The business objective of the Company, a
"blank check" company, is to seek to effect a merger, exchange of capital stock,
asset acquisition or other similar business combination (a "Business
Combination:) with an acquired business (an "Acquired Business"). Although the
Company has had certain discussions with Acquired Business candidates regarding
a possible Business Combination, as of April 15, 1997 the Company has not
entered into any agreements, agreements in principle or understandings regarding
a Business Combination.
ANNUAL MEETING
The Annual Meeting will be held on May 23, 1997, at 9:00 A.M., local
time. Only holders of record of the Company's Common Stock at the close of
business on the Record Date, April 15, 1997, will be entitled to notice of and
to vote at the Annual Meeting and any adjournments or postponements thereof. See
"INFORMATION CONCERNING VOTING AND PROXY SOLICITATION."
ELECTION OF DIRECTORS
At the Annual Meeting, it is proposed to elect five Directors to hold
office until the Annual Meeting of Shareholders in 1998 or until their
respective successors are elected and qualified. It is intended that, unless
otherwise indicated, the shares of Common Stock represented by proxies solicited
by the Board of Directors will be voted for the election as Directors of the
five nominees hereinafter named, all of whom currently serve as Directors of the
Company. If, for any reason, any of the nominees shall become unavailable for
election, which is not now anticipated, the proxies will be voted for the
remainder of those named and may be voted for any substitute nominees for
Director designated by the Board of Directors. All nominees have indicated that
they are willing and able to serve as Directors, if elected. Accordingly, the
Board of Directors does not have in mind any substitutes. The Board of Directors
recommends the election of the following nominees:
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<PAGE> 6
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR SINCE
- ---- --- -------- --------------
<S> <C> <C> <C>
Glenn L. Halpryn 36 President, Director 1995
Craig A. Brumfield 45 Vice President, Treasurer, Director 1995
Ronald M. Stein 36 Vice President, Secretary, Director 1995
Stephen J. Dresnick, M.D. 46 Director 1995
Andrew H. Marshak 31 Director 1995
</TABLE>
GLENN L. HALPRYN has been the President and a member of the Board of
Directors of the Company since its inception. Since 1985 Mr. Halpryn has been
engaged in real estate investment and development activities, including the
management, finance and leasing of commercial real estate. Since April 1988, Mr.
Halpryn has been Vice Chairman of Central Bank, a Florida state chartered bank.
Since June 1987, Mr. Halpryn has been the President of and beneficial holder of
stock of United Security Corporation, a broker dealer. From June 1992 through
May 1994, Mr. Halpryn served as the Vice President, Secretary-Treasurer of Frost
Hanna Halpryn Capital Group, Inc., a "blank check" company whose business
combination was effected in May 1994 with Sterling Healthcare Group, Inc. (the
"FHH-Sterling Transaction"). From June 1995 through October 1996, Mr. Halpryn
served as a member of the Board of Directors of Sterling Healthcare Group, Inc.
CRAIG A. BRUMFIELD has been the Vice President, Treasurer and a member
of the Board of Directors of the Company since its inception. Since April 1995,
Mr. Brumfield has been President and Chief Executive Officer of Pinecrest
Capital, Inc., a private investment firm that initiates structures and
negotiates acquisitions and provides advisory and consulting services to middle
market companies in diverse industries. From October 1984 through March 1995,
Mr. Brumfield was an executive officer of Trivest, Inc. ("Trivest"), a sponsor
of middle market corporate acquisitions. Mr. Brumfield has served as a member of
the Board of Directors of three public companies; Atlantis Plastics, Inc. (May
1991 through March 1995), Loewenstein Furniture Group, Inc. (December 1990
through December 1994) and WinsLoew Furniture, Inc. (December 1994 through March
1995). Prior to joining Trivest, Mr. Brumfield was a Senior Manager with KPMG
Peat Marwick.
RONALD M. STEIN has been the Vice President, Secretary and a member of
the Board of Directors of the Company since its inception. Since October 1992,
Mr. Stein has been a vice president and account executive with First Equity
Corporation of Florida, a broker-dealer registered with the NASD. From April
1988 through October 1992 Mr. Stein was an associate vice president and
accountant executive with Prudential Securities, a broker-dealer registered with
the NASD.
STEPHEN J. DRESNICK, M.D. has been a member of the Board of Directors
of the Company since its inception. Dr. Dresnick has served as President, Chief
Executive Officer and Chairman of the Board of Directors of Sterling Healthcare
Group, Inc. and its predecessor corporations since
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<PAGE> 7
1987. Dr. Dresnick currently serves as the Vice Chairman of the Board of
Directors of FPA Medical Management, Inc. Dr. Dresnick is a Diplomate of the
National Board of Medical Examiners and is certified by the American Board of
Emergency Medicine. Dr. Dresnick is licensed to practice medicine in 12 states.
Dr. Dresnick currently holds an appointment as Assistant Professor at University
if Miami, School of Nursing; is on the Dean's Advisory Committee at University
of Miami, School of Business; is an Advisory Board Member at the Center for the
Advancement of Service Management, University of Florida, College of Business
Administration; is a Clinical Associate Professor for the Department of Surgery,
University of Florida, School of Medicine; and is a member of the Board of
Trustees of Florida International University.
ANDREW H. MARSHAK has been a member of the Board of Directors of the
Company since its inception. Since June 1994 Mr. Marshak has been a Vice
President of Indosuez Capital, the North American merchant banking arm of Banque
Indosuez, a Paris-based banking institution. From July 1992 through June 1994
Mr. Marshak was an associate with Indosuez Capital. From July 1990 through June
1992 Mr. Marshak was a Financial Analyst with Donaldson, Lufkin and Jenrette, an
investment bank.
All directors hold office until the next annual meeting of shareholders
and the election and qualification of their successors. Directors receive no
compensation for serving on the Board of Directors other than reimbursement of
reasonable expenses incurred in attending meetings. Officers are appointed by
the Board of Directors and serve at the discretion of the Board. Messrs.
Halpryn, Stein and Brumfield, the current executive officers of the Company,
devote approximately 20% of their time to the affairs of the Company. See
"ADDITIONAL INFORMATION -- Compensation of Directors and Executive Officers."
ADDITIONAL INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the
Company's shares of Common Stock by each Director and by the officers and
Directors of the Company as a group, at April 15, 1997 and, to the Company's
knowledge, the beneficial ownership of the Company's shares of Common Stock at
April 15, 1997 by each person owning more than 5% of any class of the Company's
outstanding Common Stock on such date. Unless otherwise noted, each person
listed below is the record owner of, and has sole voting and investment power
over, the shares of Common Stock which he beneficially owns.
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<PAGE> 8
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address Beneficial Approximate Percentage
of Beneficial Owner Ownership(1) of Class(2)
- ------------------- ------------ ----------------------
<S> <C> <C>
Glenn L. Halpryn (3) 330,000 13.0%
1428 Brickell Avenue
Suite 105
Miami, FL 33131
Stephen J. Dresnick, M.D. (4) 160,000 6.3%
6855 Red Road
Suite 400
Coral Gables, FL 33134
Ronald M. Stein 170,000 6.6%
1428 Brickell Avenue
Suite 105
Miami, FL 33131
Andrew H. Marshak 60,000 2.4%
1428 Brickell Avenue
Suite 105
Miami, FL 33131
Craig A. Brumfield 60,000 2.4%
1428 Brickell Avenue
Suite 105
Miami, FL 33131
All Officers and Directors 780,000 30.7%
as a Group (5 persons)
</TABLE>
- ------------------------------
(1) Unless otherwise noted, all persons named in the table have sole voting
and investment power with respect to all shares of Common Stock
beneficially owned by them. No persons named in the table are acting as
nominees for any persons or are otherwise under the control of any
person or group of persons.
(2) Assumes no exercise of underwriter options issued to Barron Chase
Securities, Inc. ("Barron Chase") entitling Barron Chase to purchase
120,000 shares of the Company's Common Stock at a purchase price of
$7.80 per share for a period of five (5) years commencing April 2,
1996, in connection with the Company's initial public offering, for
which Barron Chase was the underwriter.
(3) Does not include shares of Common Stock owned by Ernest Halpryn, Glenn
L. Halpryn' s father, of which Glenn L. Halpryn disclaims beneficial
ownership.
(4) Represents 160,000 shares held by Kinserd Limited Partnership ("KLP").
Dr. Dresnick is the sole limited partner of KLP and the sole
shareholder, sole director and an officer of Kinserd, Inc., the general
partner of KLP.
Messrs. Halpryn, Stein and Brumfield may be deemed to be "promoters" and
"parents" of the Company, as such terms are defined under the federal securities
laws.
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<PAGE> 9
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
No executive officer has received any cash compensation from the
Company since inception for services rendered. The Company's officers receive no
compensation, including salaries, for serving as officers other than accountable
reimbursement for any reasonable business expenses incurred in connection with
activities on behalf of the Company. There are no agreements, agreements in
principle or understandings with regard to compensation to be paid by the
Company to any officer or director of the Company. 90% of the net proceeds
derived form the Company's initial public offering of securities, including any
interest earned thereon, which amounts are being held by Fiduciary Trust
International of the South, shall not be used to reimburse the Company's
officers and directors for expenses incurred by such persons on behalf of the
Company. Other than the foregoing, there is no limit on the amount of such
reimbursable expenses, and there will be no review of the reasonableness of such
expenses by anyone other than the Board of Directors, three of five members of
which are officers. None of the Company's executive officers or directors or
their respective affiliates will receive any consulting or finder's fees in
connection with a Business Combination. Further, none of such persons will
receive any other payments or assets, tangible or intangible, from the Company
unless received by all other stockholders on a proportionate basis.
BOARD MEETINGS
The Board of Directors acted by unanimous written consent in lieu of a
meeting five times since its inception.
The Company has no audit, nominating or compensation committees of the
Board of Directors or committees performing similar functions for the Company.
INDEPENDENT ACCOUNTANTS
For the fiscal year ended December 31, 1996, Coopers & Lybrand, L.L.P.
served as the independent accountants for the Company and conducted the annual
audit of the Company's financial statements. Representatives of Coopers &
Lybrand, L.L.P. are expected to be present at the Annual Meeting of
Shareholders, will be afforded an opportunity to make a statement if desired,
and are expected to be available to respond to appropriate questions. The Board
of Directors has appointed Coopers & Lybrand, L.L.P. to serve as the Company's
independent auditors for the fiscal year ending December 31, 1997.
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<PAGE> 10
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Any shareholder proposals intended to be presented at the Company's
1998 annual meeting of shareholders must be received by the Secretary, Embassy
Acquisition Corp., 1428 Brickell Avenue, Suite 105, Miami, Florida 33131, no
later than December 22, 1997, in order to be considered for inclusion in the
Company's proxy statement and form of proxy card relating to such meeting.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the U.S. Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in ownership of shares of Common Stock and
other equity securities of the Company. Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file. To the Company's knowledge, based
solely on review of the copies of Forms 3, 4 and 5 furnished to the Company and
written representations that no other reports were required during 1993, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
LEGAL PROCEEDINGS
The Company is not presently a party to any material litigation, nor,
to the knowledge of management, is any such litigation presently threatened.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For the fiscal year ended December 31, 1996, there were no material
transactions between the Company and any of its officers and/or Directors which
involved $60,000 or more.
The Company has obtained a $1,000,000 "key man" policy insuring the
life of Mr. Halpryn. There can be no assurances that such "key man" insurance
will be maintained at reasonable rates, if at all. The loss, incapacity or
unavailability of Mr. Halpryn at the present time or in the foreseeable future,
before a qualified replacement is obtained, could have a material adverse effect
on the Company's operations.
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<PAGE> 11
EXPENSES OF SOLICITATION
The cost of this solicitation will be borne by the Company. In addition
to the use of the mail, officers and employees of the Company, without
compensation to them, may solicit proxies personally or by telephone or
facsimile. The Company will reimburse brokers, banks, and other custodians,
nominees and fiduciaries for their reasonable expenses in forwarding
solicitation materials to their principals. The Board of Directors has approved
a representative to serve as Inspector of Election for the Annual Meeting; to
tabulate the representation and vote of the shareholders entitled to vote at the
Annual Meeting, whether cast in person or by proxy.
OTHER MATTERS
The Board of Directors knows of no matters other than those described
herein that will be presented at the Annual Meeting. If any other matter should
properly come before the meeting, however, the enclosed proxy confers
discretionary authority with respect thereto.
A copy of the Company's 1996 Annual Report to Shareholders is also
herewith enclosed but is not to be regarded as proxy solicitation material.
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<PAGE> 12
PROXY EMBASSY ACQUISITION CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ronald M. Stein proxy of the
undersigned, with power to appoint his substitute, and authorizes him to
represent and to vote, as specified below, all of the shares of the undersigned
held of record by the undersigned on April 15, 1997, at the Annual Meeting of
Shareholders of Embassy Acquisition Corp. (the "Company") on May 23, 1997, and
at all adjournments thereof, on the matters set forth below and to vote in his
discretion for the transaction of such other business as may come before the
meeting.
WHEN PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS INDICATED, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF ALL NOMINEES.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE, AND MAIL
IT PROMPTLY IN THE ENCLOSED ENVELOPE.
ELECTION OF DIRECTORS:
[ ] FOR each nominee listed [ ] WITHHOLD AUTHORITY to vote
(except as indicated to the contrary) for all nominees listed
Glenn L. Halpryn, Craig A. Brumfield, Ronald M. Stein, Andrew H.
Marshak, Stephen J. Dresnick, M.D.
________________________________________________________________________________
(INSTRUCTION: To withhold authority to vote for any individual nominee,
print that nominee's name in the space provided above.)
(continued on other side)
<PAGE> 13
(continued from other side)
The undersigned acknowledges
receipt of the accompanying Notice of
Annual Meeting of Shareholders and Proxy
Statement for the May 23, 1997 meeting.
Dated:___________________, 1997
_______________________________
Signature
_______________________________
Signature if held jointly
(Please sign exactly as name or names
appear hereon Full title of one signing in
representative capacity should be clearly
designated after signature. Names of all
joint holders should be written even if
signed by only one.)
PLEASE COMPLETE, SIGN, AND DATE THIS PROXY, AND MAIL IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
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