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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) 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:
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<S> <C>
[ ] Preliminary Information Statement [ ] Confidential, for Use of
[X] Definitive Information Statement the Commission Only (as
permitted by Rule 14c-5(d)(2))
</TABLE>
ROSE INTERNATIONAL, LTD.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Information 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 14c-5(g) and 0-11.
(1) Title of each class of 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 (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> 2
NOTICE OF THE TAKING OF CORPORATE ACTION
WITHOUT A MEETING BY WRITTEN CONSENT
Notice is hereby given that Struthers Industries, Inc., a Delaware Corporation,
as record holder of approximately 69.8% of the outstanding capital stock of
Rose International Ltd., a Delaware Corporation ("Rose"), shall, on or about
August 15, 1997, elect three Directors to Rose's Board of Directors by the
taking of corporate action in lieu of an annual meeting of stockholders.
The accompanying information statement is furnished pursuant to Section
14(c) of the Securities Exchange Act of 1934.
By Order of the Board of Directors,
/s/ Susan A. Willis
Susan A. Willis
Secretary
ROSE INTERNATIONAL LTD.
7633 EAST 63RD PLACE, SUITE 220, TULSA, OKLAHOMA 74133
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INFORMATION STATEMENT PURSUANT TO SECTION 14C
OF THE SECURITIES EXCHANGE ACT OF 1934
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This information statement is furnished in connection with the taking
of corporate action without a meeting by less than unanimous written consent of
stockholders. Struthers Industries, Inc., a Delaware Corporation,
("Struthers"), as record holder of 5,250,000 shares of the Corporation's common
stock, par value $.01 per share (the "Common Stock"), of Rose International
Ltd., a Delaware Corporation is entitled to vote such shares or approximately
69.8% of the outstanding capital stock of Rose. On or about August 15, 1997,
Struthers intends to re-elect all three Directors to Rose's Board of Directors
and ratify the engagement of Guest & Company as Rose's auditors for the fiscal
year ending December 31, 1997 by less than unanimous written consent in lieu of
taking such action at an annual meeting of stockholders. Please be advised,
therefore, that this is only an Information Statement. WE ARE NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is first being sent or given to stockholders
on July 24, 1997. Record holders of the Common Stock at the close of business on
June 16, 1997 are entitled to receive a copy of this Information Statement. Each
stockholder is entitled to one vote for each share of Common Stock held. On June
16, 1997, there were 7,525,000 shares of Common Stock outstanding.
<PAGE> 3
ELECTION OF DIRECTORS
Pursuant to this corporate action without a meeting, three directors
are to be elected to the Board of Directors to serve until the next annual
meeting of stockholders and until their successors are elected and qualified. In
the event that a nominee for any reason should become unavailable for election
(which is not anticipated), Struthers intends to elect a substitute nominee as
may be proposed by the Board of Directors, unless the Board of Directors reduces
the number of Directors.
The following information is furnished with respect to the nominees:
Business experience for the last five years and other information relating to
each Director, Executive Officer and Significant Employee is as follows:
G. DAVID GORDON was elected a Director of the Company in 1995; has
served as general counsel to the Company since August 1, 1995; has been engaged
in the private practice of law since 1988 and is the owner of the law firm of G.
David Gordon & Associates, P.C., in Tulsa, Oklahoma; a member of the bar in
Oklahoma and was a licensed CPA in the state of Texas specializing in corporate
acquisitions and taxation matters; received his Bachelor of Business
Administration (Accounting) from Baylor University and his Juris Doctor Degree
from the University of Tulsa; Director of Reconversion Technologies, Inc.
W. LEO MORRIS was elected a Director of the Company in 1991; Senior
Vice President of Boatmen's National Bank of Oklahoma (formerly Western National
Bank) since July 1987; prior to joining Western National Bank, had 30 years
previous experience with banks in Oklahoma City and Tulsa; from 1948 until 1956,
a petroleum engineer and production supervisor with Magnolia Petroleum Company.
JOHN D. WILSON is President of Rose Color, Inc., ("RCI") a wholly owned
subsidiary of the Company; joined RCI as a marketing consultant in August 1993
and was appointed President effective June 1, 1994; Mr. Wilson's previous
experience includes over 31 years experience in the color and specialty chemical
manufacturing environment.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table indicates all persons who, as of May 31, 1997, the most
recent practicable date, are known by the Company to own beneficially more than
5% of any class of the Company's voting securities and all directors of the
Company and all officers not directors of the Company as a group.
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<CAPTION>
AMOUNT AND
NAME & ADDRESS OF NATURE OF % OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNER CLASS
- -------------- ---------------- ---------------- -----
<S> <C> <C> <C>
Common Stock M&M Group, Inc. 5,250,000 69.8%
Par value $.01 824 Moraga Drive
Bel-Air, CA 90049
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<S> <C> <C> <C>
G. David Gordon(1) 100,000 1.3%
7633 E. 63rd Place, #210
Tulsa, OK 74133
W. Leo Morris(1) 100,000 1.3%
5875 S. Joplin
Tulsa, OK 74119
John D. Wilson(1) 100,000 1.3%
35 Upton Pine
Lebanon, NJ 08833
All officers and (1) 375,000 5.0%
directors as a group
(4 persons)
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(1) Represents option to acquire shares.
CHANGES IN CONTROL
On August 29, 1996, M&M Group, a Nevada corporation ("M&M"), acquired
from Struthers Industries, Inc. ("Struthers"), a total of Five Million Two
Hundred Fifty Thousand (5,250,000) shares of common stock of Rose International
Ltd. representing all shares of Rose common stock owned by Struthers. M&M
purchased these shares pursuant to that certain Stock Purchase Agreement
("Agreement") between M&M and Struthers Industries, Inc. dated August 29, 1996.
In exchange therefor, M&M delivered a promissory note to Struthers in the amount
of $4 million which is secured by the 5,250,000 shares of Rose common stock.
Struthers presently maintains voting control of the Rose common stock until the
note is paid.
EXECUTIVE COMPENSATION
The following table sets forth the compensation of the Company's
chief executive officer and each officer whose total cash compensation exceeded
$100,000, for the three fiscal years ended December 31, 1996. The Company has no
current long term compensation plans.
ANNUAL COMPENSATION
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<CAPTION>
NAME AND
PRINCIPAL POSITION YEAR SALARY BONUS OTHER
- ------------------ ---- ------ ----- -----
<S> <C> <C> <C> <C>
G. David Gordon 1996 -- -- $27,286
President & Director 1995 -- -- $ 7,803
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<TABLE>
<S> <C> <C> <C> <C>
1994 N/A N/A N/A
John D. Wilson 1996 $138,000 $11,200 --
Director & 1995 $124,500 $ 3,300 --
President of RCI 1994 $ 73,150 $ 2,800 --
(6/94 to present)
</TABLE>
Other includes fees paid G. David Gordon & Associates, P.C., the firm for which
G. David Gordon is owner.
The Company makes available certain non-monetary benefits to its
executive officers with a view to acquiring and retaining qualified personnel
and facilitating job performance. The Company considers such benefits to be
ordinary and incidental business costs and expenses. The value of such benefits
did not exceed, in the case of any named individual, 10% of the cash
compensation of such individual or, in the case of the group, 10% of the cash
compensation for the group.
INCENTIVE STOCK OPTION PLAN. On August 7, 1995, the directors of the
Company adopted the Incentive Stock Option Plan (the "Plan") under which options
to purchase shares of the Company's common stock are granted to key employees by
the Compensation Committee which was established by the directors to administer
the Plan. The option prices, determined by the Compensation Committee, shall not
be less than the fair market value of the common stock at the date of grant. The
purpose of the Plan is to provide key employees of the Company with an
opportunity to acquire or increase their proprietary interest in the Company and
to encourage them to remain in the employ of the Company. The number of shares
of common stock which may be granted under the Plan shall not exceed 1,000,000
and no option shall be granted under the Plan after August 7, 2005. During
August 1995, options to acquire 525,000 shares were granted at an exercise price
of $1.00 per share. One option to acquire 75,000 shares was cancelled during
1996. No options have been exercised under this plan as of December 31, 1996.
NONSTATUTORY STOCK OPTION PLAN. On August 10, 1995, the Company adopted
a nonstatutory stock option plan which reserved 500,000 common shares for
issuance under this Plan. During 1995, options to acquire 300,000 shares were
granted at an exercise price of $2.50 per share, and no options were exercised.
During 1996, an option to acquire 30,000 shares at an exercise price of $2.25
per share and an option to acquire 25,000 shares at $1.00 per share were granted
and no options were exercised. After December 31, 1996, no additional options
can be granted under this plan.
INDIVIDUAL OPTION/SAR GRANTS IN LAST FISCAL YEAR
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<CAPTION>
Options/ Options
SAR's SARs Granted Exercise Market Price Expira-
Granted to Employees Price on Date of tion
Name (number) In Fiscal Year ($/Sh) Grant ($/Sh) Date
- ---- -------- -------------- ------ ------------ ----
<S> <C> <C> <C> <C> <C>
G. David Gordon None None N/A N/A N/A
John D. Wilson None None N/A N/A N/A
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AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTIONS/SAR VALUES
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<CAPTION>
Shares Number of Number of
Acquired Unexercised Unexercised
on Value Options/SARs Options/SARs
Name Exercise Realized at FY-End at FY-End
- ---- -------- -------- --------- ---------
<S> <C> <C> <C> <C>
G. David Gordon None -- 100,000 0
John D. Wilson None -- 100,000 0
</TABLE>
Directors are also compensated $200 for each Directors Meeting attended.
INDEPENDENT AUDITORS
Guest & Company LLP has served as the independent auditors of Rose for
the fiscal year ended December 31, 1996 and has been appointed by the Board of
Directors to serve as Rose's independent auditors for the fiscal year ending
December 31, 1997.
By Order of the Board of Directors
/s/ SUSAN A. WILLIS
-------------------
Susan A. Willis
Secretary
July 24, 1997
A COPY OF ROSE INTERNATIONAL LTD'S FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31, 1996, WHICH HAS BEEN FILED WITH THE SEC PURSUANT TO THE EXCHANGE
ACT, IS ATTACHED IN LIEU OF A SEPARATE ANNUAL REPORT.
