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SCHEDULE 14C
(Rule 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
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
BOBBY ALLISON WIRELESS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] 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:
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BOBBY ALLISON WIRELESS CORPORATION
2055 LAKE AVENUE, S.E., SUITE A
LARGO, FLORIDA 33771
(727) 584-7902
----------------
INFORMATION STATEMENT
The following information is furnished to holders of Common Stock of
the Company in connection with the proposed unanimous consent of the
shareholders to be taken in lieu of a special meeting of the common shareholders
of Bobby Allison Wireless Corporation (the "Company") for the purpose of
amending the Articles of Incorporation of the Company to change certain
provisions regarding the Company's Series C Preferred Stock, no shares of which
are currently issued or outstanding. A copy of the Unanimous Consent for
execution by you along with a copy of the proposed Articles of Amendment are
enclosed with this Information Statement. This Information Statement is first
being mailed to holders of Series A Preferred Stock on or about June 14, 1999.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
GENERAL INFORMATION
VOTING RIGHTS AND RECORD DATE
In accordance with the Articles of Incorporation of the Company, a
majority of the holders of the Common Stock of the Company have the right to
amend the Articles of Incorporation. The holders of Series A Preferred Stock and
Series B Preferred Stock are not eligible to vote on the proposed amendments
except in the event of a default by the Company on any payments to the holders
of Series A Preferred Stock and/or the holders of Series B Preferred Stock.
Holders of common stock of record at the close of business on June 2,
1999, are entitled to vote on the proposed Amendment. As of June 2, 1999, there
were 480,000 shares of the Company's Common Stock issued and outstanding, and
entitled to vote. The holders of the Common Stock are entitled to one vote per
share.
EXPENSES OF SOLICITATION
The cost of soliciting proxies is paid by the Company. Solicitation is
being made principally by mail; in addition certain officers and directors of
the Company and persons acting under their instructions may also solicit proxies
on behalf of management by telephone or in person. The cost of such additional
solicitation, if any, and such expenses is not expected to be material.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the number and percentage of outstanding
shares of Common Stock beneficially owned as of June 1, 1999 by (i) each person
or entity known by the Company to own more than 5% of the outstanding Common
Stock; (ii) each Named Executive Officer of the Company; (iii) each director of
the Company, and (iv) all executive officers and directors of the Company as a
group.
NAME OF BENEFICIAL OWNER SHARES(1) PERCENTAGE(2)
- ------------------------ --------- -------------
Robert L. McGinnis (3) 197,498 25.90%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
James L. Ralph(3) 197,498 25.90%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
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James S. Holbrook, Jr.(4)(5) 279,976 37.29%
1901 Sixth Avenue North, Suite 2100
Birmingham, Alabama 35203
Sterne, Agee & Leach Group, Inc.(5) 246,648 32.85%
1901 Sixth Avenue North
Birmingham, Alabama 35203
Sterne, Agee & Leach, Inc. (5) 246,648 32.85%
1901 Sixth Avenue North
Birmingham, Alabama 35203
The Trust Company of Sterne, Agee & Leach, Inc.(5) 246,648 32.85%
800 Shades Creek Parkway, Suite 125
Birmingham, Alabama 35209
All directors and executive officers as a group 674,972 85.57%
(3 persons)
(*) Indicates beneficial ownership of less than 1% of the outstanding shares of
the Company's Common Stock.
(1) Includes shares of Common Stock owned and shares of Common Stock into which
shares of convertible preferred stock of the Company owned by such person is
convertible. The only actual owners of the Company's Common Stock are Robert L.
McGinnis, James L. Ralph, Sterne, Agee & Leach, Inc. and The Trust Company of
Sterne, Agee & Leach, Inc.
(2) Calculated pursuant to Rule 13d-3(d) under the Securities Exchange Act of
1934 ("Exchange Act"). Under Rule 13d-3(d), shares not outstanding which are
subject to options exercisable within 60 days are deemed outstanding for the
purpose of calculating the number and percentage owned by such person, but not
deemed outstanding for the purpose of calculating the percentage owned by any
other person listed. As of December 31, 1998, the Company had 750,790 shares of
Common Stock outstanding.
(3) Messrs, McGinnis and Ralph are Named Executive Officers, directors and five
(5) percent shareholders. Each of Messrs, McGinnis and Ralph hold an option to
purchase up to 10,000 shares of Common Stock at $6.00 per share which are
currently exercisable.
(4) Mr. Holbrook is a director, 5% beneficial owner and served as Chairman and
CEO from August 27 through December 31, 1998.
(5) Mr. Holbrook (33,328 shares), Sterne, Agee & Leach Group, Inc. (99,948
shares) Sterne, Agee and Leach, Inc., (30,000 shares) and The Trust Company of
Sterne, Agee & Leach, Inc. (116,664 shares) constitute a voting group under Rule
13d-1 as defined in the Exchange Act. Mr. Holbrook disclaims beneficial
ownership of all securities held by Sterne, Agee & Leach Group, Inc., Sterne,
Agee & Leach, Inc. and The Trust Company of Sterne, Agee & Leach, Inc. Sterne,
Agee & Leach Group, Inc., Sterne, Agee & Leach, Inc. and The Trust Company of
Sterne, Agee & Leach, Inc. as trustees disclaim beneficial ownership of all
securities held by The Trust Company of Sterne, Agee & Leach, Inc. for the
benefit of third parties.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the Merger, each of Messrs. McGinnis and Ralph were issued
debentures of the Company in the principal amount $125,000 payable in
installment over three (3) years at an interest rate of 7.5% per annum.
AMENDMENT TO ARTICLES OF INCORPORATION
The Company's Articles of Incorporation currently authorize the
issuance of 250 shares of 7.5% Series C Convertible Preferred Stock, par value
$1.00 per share, each share of which is convertible into 4,166 shares of the
Company's common stock; however, there are currently no shares outstanding. Each
share of 7.5% Series C Convertible Preferred Stock has a right to receive a
dividend out of funds legally available therefor equal to 7.5% per annum of the
initial purchase price payable semi-annual. Further, the Articles of
Incorporation require the Company to redeem each share of 7.5% Series C
Convertible Preferred Stock five (5) years after the date of issuance as long as
the Company has funds legally available therefor ("Mandatory Redemption"). The
Company anticipates issuing shares of its 7.5% Series C Convertible Preferred
Stock but desires to make certain amendments to the terms of the 7.5% Series C
Convertible Preferred Stock as set forth in the proposed unanimous consent and
Articles of Amendment. First, the Company desires to amend the dividend rate
from 7.5% per annum to that certain percentage per annum as determined by the
resolution of the Board of Directors at the time of issuance but not to exceed
7.5%. Second, the Company desires to eliminate the Mandatory Redemption
provision with respect to the 7.5% Series C Convertible Preferred Stock. See the
proposed Articles of Amendment attached hereto as Exhibit A.
By Order of the Board of Directors
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EXHIBIT A
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THIRD AMENDMENT TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BOBBY ALLISON WIRELESS CORPORATION
WHEREAS, Bobby Allison Wireless Corporation (the "Corporation"), a
Florida corporation, filed with the Florida Department of State on December 1,
1998 its Amended and Restated Articles of Incorporation (the "Articles"); and
WHEREAS, as permitted by Florida Statute Section 607.1001, the
Corporation reserved the right to amend the Articles pursuant to Article IX of
the Articles; and
WHEREAS, the Corporation amended the Articles pursuant to its First
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on December 28, 1998; and
WHEREAS, the Corporation amended the Articles pursuant to its Second
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on March 1, 1999; and
WHEREAS, the Corporation desires to further amend its Articles to amend
certain provisions relating to the 7.5% Series C Convertible Preferred Stock of
the Corporation; and
WHEREAS, the Corporation is owned by both common stockholders and
preferred stockholders, but the Corporation's preferred stockholders are not
entitled to vote with respect to the amendment hereinafter set forth; and
WHEREAS, the amendment hereinafter set forth has been adopted with the
consent of, and has been approved by, all of the Corporation's common
stockholders and all of the Corporation's Board of Directors.
NOW, THEREFORE, the Articles are hereby amended as follows:
1. Article IV, Section 4.1(a) shall be amended by deleting any
references to 7.5% with respect to the Series C Convertible Preferred Stock of
the Corporation.
2. Article IV, Section 4.2(b) of the Articles shall be deleted in its
entirety and the following Article IV, Section 4.2(b) shall be inserted in lieu
thereof:
(b) DIVIDENDS. The holders of the Series A Preferred Stock and
Series B Preferred Stock shall be entitled to receive out of funds
legally available therefor, dividends at the annual rate of seven and
one-half percent (7.5%) based on the Series A Initial Purchase Price
and the Series B Initial Purchase Price, as applicable. The holders of
the Series C Preferred Stock shall be entitled to receive out of funds
legally available therefor, dividends at an annual rate based upon the
Series C Initial Purchase Price as set by the Board of Directors of the
Corporation in accordance with Florida Statute 607.0602 which provides
in pertinent part that, prior to the issuance of any Series C Preferred
Stock, the Board of Directors shall (i) determine the dividend rate and
(ii) deliver to the Department of State for filing articles of
amendment reflecting the so determined dividend rate. In no event,
however, may the dividend rate on the Series C Preferred Stock exceed
seven and one-half percent (7.5%) and the dividend rate as set shall be
the same for all shares of Series C Preferred Stock. Dividends on the
Series A Preferred Stock and the Series B Preferred Stock shall accrue
on a daily basis and shall be payable in cash semi-annually on January
1 and July 1 of each year for so long as any Series A Preferred Stock
or Series B Preferred Stock remains outstanding. Dividends on the
Series C Preferred Stock shall accrue on a daily basis and shall be
payable in cash semi-
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annually on April 1 and October 1 of each year for so long as any
Series C Preferred Stock remains outstanding. Dividends on the
Preferred Stock, including, without limitations, any accrued and unpaid
dividends and liquidating distributions, shall be paid before any
dividends or other distributions shall be declared or paid or set aside
for payment on any Subordinate Stock; provided, further, that any such
dividends shall be paid on the Series A Preferred Stock and Series B
Preferred Stock before any dividends or other distributions shall be
declared or paid or set aside for payment on any Series C Preferred
Stock.
3. Article IV, Section 4.2(e)(i) shall be deleted in its entirety, and
the following Article IV, Section 4.2(e)(i) shall be inserted in lieu thereof:
(i) MANDATORY REDEMPTION. To the extent the Corporation shall
have funds legally available for such payment, the Corporation shall
redeem each share of Series A Preferred Stock and each share of Series
B Preferred Stock on each date which is five (5) years after the Series
A Initial Issue Date and the Series B Initial Issue Date (the
"Mandatory Redemption Date"). Payment shall be made in immediately
available funds payable to the holder on the Mandatory Redemption Date.
Any payment made after the Mandatory Redemption Date shall be at the
Delinquent Redemption Price.
IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this Third Amendment to Amended and Restated Articles of Incorporation
on the date or dates set forth below, to be effective for all purposes as of the
date this document is filed with the Florida Department of State.
BOBBY ALLISON WIRELESS CORPORATION
By:
--------------------------------------------------
Robert L. McGinnis, as its Chief Executive Officer
and Chairman of the Board
Date:
------------------------------------------------
By:
--------------------------------------------------
James L. Ralph, as its President and Secretary
Date:
------------------------------------------------
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BOBBY ALLISON WIRELESS CORPORATION
ACTION BY CONSENT OF SHAREHOLDERS
The undersigned persons, being all of the common shareholders of Bobby
Allison Wireless Corporation (the "Corporation"), a Florida corporation, hereby
adopt and approve this Action By Consent by unanimous written consent pursuant
to Florida Statue Section 607.0704.
RESOLVED, the shareholders of the Corporation hereby adopt and approve
the Third Amendment To Amended And Restated Articles of Incorporation, which is
attached hereto as Exhibit "A" ("Amendment"), incorporated by reference, and
made a part hereof, and which changes certain provisions relating to the 7.5%
Series C Convertible Preferred Stock, particularly the dividend rate shall be
changed from 7.5% to a rate to be determined by resolution of the Board of
Directors at the time of issuance and the elimination of the five year mandatory
redemption.
RESOLVED FURTHER, that the officers of the Corporation are authorized
to take all actions and execute and file all documents necessary to effect the
Amendment.
IN WITNESS WHEREOF, the undersigned common shareholders have executed
this Action on the date or dates set forth below.
-----------------------------------------------
Robert L. McGinnis
Date:
------------------------------------------
-----------------------------------------------
James L. Ralph
Date:
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STERNE, AGEE & LEACH, INC.
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James S. Holbrook, Jr., as its Chairman and CEO
Date:
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THE TRUST COMPANY OF STERNE, AGEE & LEACH,
INC.
-----------------------------------------------
William Keith, as its President
Date:
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EXHIBIT A
---------
THIRD AMENDMENT TO AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BOBBY ALLISON WIRELESS CORPORATION
WHEREAS, Bobby Allison Wireless Corporation (the "Corporation"), a
Florida corporation, filed with the Florida Department of State on December 1,
1998 its Amended and Restated Articles of Incorporation (the "Articles"); and
WHEREAS, as permitted by Florida Statute Section 607.1001, the
Corporation reserved the right to amend the Articles pursuant to Article IX of
the Articles; and
WHEREAS, the Corporation amended the Articles pursuant to its First
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on December 28, 1998; and
WHEREAS, the Corporation amended the Articles pursuant to its Second
Amendment to Amended And Restated Articles of Incorporation filed with the
Florida Department of State on March 1, 1999; and
WHEREAS, the Corporation desires to further amend its Articles to amend
certain provisions relating to the 7.5% Series C Convertible Preferred Stock of
the Corporation; and
WHEREAS, the Corporation is owned by both common stockholders and
preferred stockholders, but the Corporation's preferred stockholders are not
entitled to vote with respect to the amendment hereinafter set forth; and
WHEREAS, the amendment hereinafter set forth has been adopted with the
consent of, and has been approved by, all of the Corporation's common
stockholders and all of the Corporation's Board of Directors.
NOW, THEREFORE, the Articles are hereby amended as follows:
1. Article IV, Section 4.1(a) shall be amended by deleting any
references to 7.5% with respect to the Series C Convertible Preferred Stock of
the Corporation.
2. Article IV, Section 4.2(b) of the Articles shall be deleted in its
entirety and the following Article IV, Section 4.2(b) shall be inserted in lieu
thereof:
(b) DIVIDENDS. The holders of the Series A Preferred Stock and
Series B Preferred Stock shall be entitled to receive out of funds
legally available therefor, dividends at the annual rate of seven and
one-half percent (7.5%) based on the Series A Initial Purchase Price
and the Series B Initial Purchase Price, as applicable. The holders of
the Series C Preferred Stock shall be entitled to receive out of funds
legally available therefor, dividends at an annual rate based upon the
Series C Initial Purchase Price as set by the Board of Directors of the
Corporation in accordance with Florida Statute 607.0602 which provides
in pertinent part that, prior to the issuance of any Series C Preferred
Stock, the Board of Directors shall (i) determine the dividend rate and
(ii) deliver to the Department of State for filing articles of
amendment reflecting the so determined dividend rate. In no event,
however, may the dividend rate on the Series C Preferred Stock exceed
seven and one-half percent (7.5%) and the dividend rate as set shall be
the same for all shares of Series C Preferred Stock. Dividends on the
Series A Preferred Stock and the Series B Preferred Stock shall accrue
on a daily basis and shall be payable in cash semi-annually on January
1 and July 1 of each year for so long as any Series A Preferred Stock
or Series B Preferred Stock remains outstanding. Dividends on the
Series C Preferred Stock shall accrue on a daily basis and shall be
payable in cash semi-annually on April 1 and October 1 of each year for
so long as any Series C Preferred Stock remains
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outstanding. Dividends on the Preferred Stock, including, without
limitations, any accrued and unpaid dividends and liquidating
distributions, shall be paid before any dividends or other
distributions shall be declared or paid or set aside for payment on any
Subordinate Stock; provided, further, that any such dividends shall be
paid on the Series A Preferred Stock and Series B Preferred Stock
before any dividends or other distributions shall be declared or paid
or set aside for payment on any Series C Preferred Stock.
3. Article IV, Section 4.2(e)(i) shall be deleted in its entirety, and
the following Article IV, Section 4.2 (e)(i) shall be inserted in lieu thereof:
(i) MANDATORY REDEMPTION. To the extent the Corporation shall
have funds legally available for such payment, the Corporation shall
redeem each share of Series A Preferred Stock and each share of Series
B Preferred Stock on each date which is five (5) years after the Series
A Initial Issue Date and the Series B Initial Issue Date (the
"Mandatory Redemption Date"). Payment shall be made in immediately
available funds payable to the holder on the Mandatory Redemption Date.
Any payment made after the Mandatory Redemption Date shall be at the
Delinquent Redemption Price.
IN WITNESS WHEREOF, the undersigned officers of the Corporation have
executed this Third Amendment to Amended and Restated Articles of Incorporation
on the date or dates set forth below, to be effective for all purposes as of the
date this document is filed with the Florida Department of State.
BOBBY ALLISON WIRELESS CORPORATION
By:
------------------------------------------
Robert L. McGinnis, as its Chief Executive Officer
and Chairman of the Board
Date:
------------------------------------------
By:
------------------------------------------
James L. Ralph, as its President and Secretary
Date:
------------------------------------------
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[Bobby Allison Letterhead]
June 14, 1999
Dear Shareholder:
We have enclosed a unanimous consent of the shareholders and
information statement for your consideration. The unanimous consent provides for
the amendment of the Articles of Incorporation in order to amend certain terms
of the 7.5% Series C Convertible Preferred Stock, particularly the dividend rate
shall be changed from 7.5% to a rate to be determined by resolution of the Board
of Directors at the time of issuance but not to exceed 7.5% and the elimination
of the five year mandatory redemption. Please execute the unanimous consent of
the shareholders where indicated and return to me in enclosed, self-addressed
prepaid envelope.
Very truly yours,
Robert L. McGinnis
Chairman and Chief Executive Officer
