PRELIMINARY COPY
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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
PERRY'S MAJESTIC BEER, INC.
-------------------------------------------------------------------------------
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies: ________
(2) Aggregate number of securities to which transaction applies:
_____________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________
(4) Proposed maximum aggregate value of transaction: _______________________
(5) Total fee paid: _____________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: _____________________
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party: _____________________
(4) Date Filed: _____________________
<PAGE>
PERRY'S MAJESTIC BEER, INC.
475 Park Avenue South
New York, New York 10022
------------------------------------------------------
INFORMATION STATEMENT TO STOCKHOLDERS
MARCH 30, 1999
-------------------------------------------------------
TO THE STOCKHOLDERS OF PERRY'S MAJESTIC BEER, INC.:
NOTICE IS HEREBY GIVEN that on February 17, 1999, the Board of Directors
of Perry's Majestic Beer, Inc., a Delaware corporation (the "Company"), by
unanimous written consent, recommended an amendment (the "Charter Amendment") to
the Company's Certificate of Incorporation to change the name of the Company
from Perry's Majestic Beer, Inc. to Phlo Corporation. Holders of a majority of
the outstanding shares of the Company's common stock, par value $.0001 per share
(the "Common Stock"), executed a written stockholder consent on March 1, 1999
approving the Charter Amendment, which consent shall become effective twenty
(20) days after the mailing of this Information Statement.
This Information Statement is being furnished to stockholders solely to
provide them with certain information concerning the Charter Amendment in
accordance with the requirements of the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder, including Regulation 14C,
and Section 228 of the Delaware General Corporation Law.
The Charter Amendment will become effective upon the filing of a
Certificate of Amendment with the Secretary of State of the State of Delaware on
or about April 20, 1999 (the "Effective Date"). The new charter provision is set
forth on page 2 of the Information Statement.
The Information Statement is to be mailed on or about March 30, 1999 to the
Company's stockholders as of such date (the "Mailing Date"). At the close of
business on the Mailing Date, there were issued and outstanding 11,333,335
shares of Common Stock and 500,000 shares of Series A Preferred Stock. A list of
stockholders entitled to receive notice will be open to examination by any
stockholder, for any purpose germane to the notice, at the offices of Perry's
Majestic Beer, Inc., 475 Park Avenue South, New York, New York 10022, during
ordinary business hours for ten (10) days prior to the Effective Date.
BY ORDER OF THE BOARD OF DIRECTORS OF
PERRY'S MAJESTIC BEER, INC.
March 30, 1999 By:
--------------------------------------
James B. Hovis, President and Chief
Executive Officer
<PAGE>
PERRY'S MAJESTIC BEER, INC.
475 Park Avenue South
New York, New York 10022
INFORMATION STATEMENT
INTRODUCTION
------------
This Information Statement is first being mailed on or about March 30, 1999
to the stockholders of Perry's Majestic Beer, Inc. (the "Company") as of such
date (the "Mailing Date").
Section 228 of the General Corporation Law of the State of Delaware states
that, unless otherwise provided in a corporation's Certificate of Incorporation,
any action that may be taken at any special meeting of stockholders, may be
taken without a meeting, without prior notice and without a vote, if consents in
writing, setting forth the action so taken, are signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, and those consents are
delivered to the corporation. The Company's Certificate of Incorporation
contains no provision or language in any way limiting the right of stockholders
of the Company to take action by written consent. The Company's Bylaws
explicitly authorize the use of written consents in lieu of both director and
stockholder meetings. Written consents from holders of a majority of the
Company's Common Stock are required to approve the Charter Amendment described
in this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY OR CONSENT AND YOU ARE REQUESTED NOT TO
SEND US A PROXY OR CONSENT.
AMENDMENT TO CERTIFICATE OF INCORPORATION
-----------------------------------------
On February 17, 1999, the Board of Directors of the Company recommended
an amendment to the Company's Certificate of Incorporation (the "Charter
Amendment") to change the name of the Company from Perry's Majestic Beer, Inc.
to Phlo Corporation. The new charter provision is set forth on page 2 of this
Information Statement. The Company has received written consents executed by
holders of a majority of the outstanding shares of Common Stock approving and
adopting the Charter Amendment, which Charter Amendment shall to become
effective upon the filing of a Certificate of Amendment with the Secretary of
State of the State of Delaware on or about April 20, 1999 (the "Effective
Date").
1
<PAGE>
PURPOSE OF THE CHANGE OF CORPORATE NAME
The Charter Amendment changes the Company's name from Perry's Majestic
Beer, Inc. to Phlo Corporation. The Company believes that the new name better
reflects its current line of business, which is the manufacture and distribution
of non-alcoholic beverages and the distribution of applesauce and related
products. The Company does not currently and does not in the future intend to
manufacture or distribute beer or other alcoholic beverages. Accordingly, the
Company's name will become Phlo Corporation on the Effective Date.
TEXT OF CHARTER AMENDMENT
Article FIRST of the Certificate of Incorporation of the Company will be
deleted and replaced by the following paragraph:
"FIRST: The name of the corporation (hereinafter, the "Corporation")
is Phlo Corporation."
EFFECTIVENESS OF CHARTER AMENDMENT
The Company reserves the right, upon notice to stockholders, to abandon or
modify the Charter Amendment at any time prior to the filing of the Certificate
of Amendment with the Secretary of State on or about April 20, 1999.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
The following table sets forth, as of the Mailing Date, certain information
known to the Company with regard to the beneficial ownership of outstanding
shares of the Company's voting stock by: (i) each person known by the Company to
beneficially own five percent (5%) or more of the outstanding shares of the
Company's voting stock; (ii) each director and named executive officer of the
Company individually; and (iii) all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
Name and Address Shares of Percentage (%) of
of Beneficial Owner (1) Common Stock Owned (2) Common Stock (3)
- ----------------------- ---------------------- ----------------
<S> <C> <C>
James B. Hovis (4) 4,772,800 40.33%
Anne P. Hovis (5) 4,772,800 40.33%
Edward J. Mathias (6) 3,227,200 27.27%
Mark Butler (7) 825,000 6.52%
Robert J. Sipper (8) 825,000 6.52%
All officers and directors as a group
(four persons) (7) (8) 6,422,800 47.64%
</TABLE>
- --------------------------------
(1) The address of each Stockholder shown above except as otherwise indicated
is c/o Perry's Majestic Beer, Inc., 475 Park Avenue South, New York, New
York 10022.
(2) Based upon information supplied by officers, directors and principal
stockholders, as well as Schedules 13G filed with the Securities and
Exchange Commission. Unless otherwise noted, each person or group
identified possesses sole voting and sole investment power with respect to
such shares, subject to community property laws where applicable. A person
is deemed to be the beneficial owner of securities that can be acquired by
such person within 60 days of the Mailing Date, upon the exercise of
options or warrants.
(3) Based upon 11,333,335 shares of Common Stock and 500,000 shares of Series A
Preferred Stock (which is voting stock and convertible into Common Stock at
the option of the holder) outstanding as of the Mailing Date and options or
warrants to purchase shares of Common Stock which are exercisable by each
listed individual within 60 days.
(4) Includes 3,139,200 shares as to which Mr. Hovis has sole voting power and
1,633,600 shares as to which he shares the power to dispose with his wife,
Anne P. Hovis. Mr. Hovis is President, Chief Executive Officer and a
Director of the Company.
3
<PAGE>
(5) Includes 1,633,600 shares as to which Mrs. Hovis has sole voting power and
3,139,200 shares as to which she shares the power to dispose with her
husband, James B. Hovis. Mrs. Hovis is Executive Vice President, General
Counsel, Secretary and a Director of the Company.
(6) Mr. Mathias' address is c/o The Carlyle Group, 1001 Pennsylvania Avenue,
N.W., Washington, D.C. 20004-2505.
(7) Includes options issued in December 1998 to purchase 425,000 shares of
Common Stock, exercisable at $0.01 per share, options issued in January
1998 to purchase 200,000 shares of Common Stock, exercisable at $0.16 per
share, options issued in September 1997 to purchase 100,000 shares of
Common Stock, exercisable at $0.50 per share, and options issued in June
1997 to purchase 100,000 shares of Common Stock, exercisable at $0.875 per
share. Mr. Butler is Vice President of Food Sales and a Director of the
Company.
(8) Includes options issued in December 1998 to purchase 425,000 shares of
Common Stock, exercisable at $0.01 per share, options issued in January
1998 to purchase 200,000 shares of Common Stock, exercisable at $0.16 per
share, options issued in September 1997 to purchase 100,000 shares of
Common Stock, exercisable at $0.50 per share, and options issued in June
1997 to purchase 100,000 shares of Common Stock, exercisable at $0.875 per
share. Mr. Sipper is the Chief Operating Officer and a Director of the
Company.
RECENT CHANGE OF CONTROL
------------------------
On October 22, 1998, the Company entered into a letter of intent to
acquire a minimum of 80% of the capital stock of a beverage company, X-Treem
Products Corporation ("X-Treem"), through an exchange with the shareholders of
X-Treem of up to 93% of the issued and outstanding shares of the Company's
capital stock as of the closing of the exchange transaction, whereby X- Treem
will become a subsidiary of the Company (the "Transaction"). Pursuant to the
plan to acquire a minimum of 80% of the capital stock of X-Treem, on December 7,
1998, the Company acquired approximately 67% of the capital stock of X-Treem
from the principal shareholders of X-Treem in exchange for approximately 68% of
the issued and outstanding shares of the Company's capital stock. This was
achieved through the issuance by the Company of an aggregate of 8,000,000 shares
of its Common Stock to James B. Hovis, Anne P. Hovis and Edward J. Mathias, the
former principal stockholders of X-Treem in exchange for their shares of
X-Treem. The Company will complete the stock transaction with the shareholders
of X-Treem through the issuance of additional shares of its capital stock to
X-Treem shareholders in exchange for additional shares of their capital stock.
Stockholder approval was not required under Delaware law to approve the
Transaction. In addition, on December 2, 1998, by unanimous written consent of
the directors of the Company, the membership of the Board of Directors of the
Company was increased from three (3) to a maximum of eight (8) directors and
James B. Hovis, Anne P. Hovis and Robert J. Corsaro, Jr., an officer of X-
Treem, were elected to fill three of the newly-created vacancies.
4
<PAGE>
AVAILABLE INFORMATION
---------------------
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended. Thus, the Company files annual and
quarterly reports, proxy statements and other information with the Securities
Exchange Commission ("SEC"). You may read, inspect and copy any documents filed
by the Company with the SEC at the SEC's public reference facilities, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 or in the SEC's Regional Offices
at Seven World Trade Center, 13th Floor, New York, New York 10048; and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Copies of the Company's filings can be obtained at prescribed rates from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. The Company's SEC filings are also available to the public from the SEC's
Website at "http://www.sec.gov."
PERRY'S MAJESTIC BEER, INC.
March 30, 1999 By:
------------------------------------------
James B. Hovis
President and Chief Executive Officer
5
