6
SUNVEST RESORTS, INC.
307 South 21st Avenue
Hollywood, Florida 33020
INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-
1 THEREOF
NO VOTE OR OTHER ACTION OF
THE COMPANY'S SHAREHOLDERS IS REQUIRED
IN CONNECTION WITH THIS INFORMATION STATEMENT
Information Statement is being mailed on or about April 5,
2000 to the holders of shares of common stock, par value $.02 per
share (the "Common Stock"), of SunVest Resorts, Inc., a Florida
corporation listed on the OTC Bulletin Board under the symbol
"SUNE" (the "Company"), in connection with the anticipated
designation of persons (the "Designated Directors") to the Board
of Directors of the Company, other than at a meeting of
shareholders. Such designation is to be made pursuant to an
Agreement and Plan of Merger (the "Agreement"), dated as of March
15, 2000, among the Company, the SunVest Shareholders (as defined
in the Agreement), US Data Authority, Inc., a Florida corporation
("USDA"), the USDA Shareholders (as defined in the Agreement),
Patricia Siegel, an individual resident of the State of New
Jersey, and Windspire Venture Capital LLC, a New Jersey limited
liability company. NO ACTION IS REQUIRED BY THE SHAREHOLDERS OF
THE COMPANY IN CONNECTION WITH THE APPOINTMENT OF THE DESIGNATED
DIRECTORS. However, Section 14(f) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and Rule 14f-1
promulgated thereunder, require the mailing to the Company's
shareholders of the information set forth in the Information
Statement prior to a change in a majority of the Company's
directors other than at a meeting of the Company's shareholders.
The Agreement provides that, among other things, and in
accordance with the relevant provisions of the Florida Business
Corporation Act, as amended (the "Florida Act"), USDA will be
merged with and into the Company (the "Merger"). Following
consummation of the Merger, the Company will continue as the
surviving corporation (the "Surviving Corporation"). At the
effective time of the Merger (the "Effective Time"), each share
of the capital stock of USDA, and all rights with respect
thereto, will be converted into 4,500 shares of the Common
Stock.
The Agreement also provides that at the Closing (as defined
in the Agreement), the Company shall cause its present directors
to elect five (5) nominees of USDA (i.e., the Designated
Directors) as the Company's directors, with the present Company
directors resigning effective as of the Closing Date (as defined
in the Agreement).
USDA has informed the Company that its the Designated
Directors will be the persons listed on Schedule I to this
Information Statement. Schedule I also sets forth the present
principal occupation or employment and five year employment
history and citizenship for each of the persons so designated.
USDA and the Designated Directors have advised the Company that
none of the Designated Directors beneficially owns any securities
(or rights to acquire securities) of the Company or has been
involved in any transactions with the Company or any of its
directors, executive officers or affiliates that are required to
be disclosed pursuant to the rules of the Securities and Exchange
Commission. USDA has informed the Company that each of the
persons listed on Schedule I to this Information Statement has
consented to act as a director. The Designated Directors will
constitute the entire Board after they are appointed and the
current directors have resigned in accordance with the Agreement.
The information contained in this Information Statement
concerning USDA and the Designated Directors has been furnished
to the Company by USDA and the Designated Directors. With
respect to the accuracy and completeness of such information, the
Company has relied solely upon the information so furnished in
preparing the sections of this Information Statement relating to
USDA and the Designated Directors.
OUTSTANDING SECURITIES AND VOTING RIGHTS
As of March 31, 2000, there were 9,000,000 shares of Common
Stock issued and outstanding. Each share of Common Stock is
entitled to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth information as of March 31, 2000,
about each shareholder who owns more than 5% of the Common Stock:
Amount Owned
Title of Name and Address of Before Percent of
Class Owner Offering Class*
Common Stock, Herbert Hirsch 1,442,250 16.03%
$.02 par value 700 S. Ocean Blvd., #1106 Shares
Boca Raton, Florida 33432
Common Stock, Harvey Birdman 1,263,250 14.04%
$.02 par value 3755 NE 214th Street Shares
Aventura, Florida 33180
Common Stock, Diane Birdman 1,514,250 16.83%
$.02 par value 3755 NE 214th Street Shares
Aventura, Florida 33180
Common Stock, Louis Birdman(1) 1,752,250 19.47%
$.02 par value 4000 Island Blvd., #2701 Shares
Williams Island, Florida 33150
Common Stock, Bonita Hirsch(2) 1,445,000 16.06%
$.02 par value 700 S. Ocean Blvd.,#1106 Shares
Boca Raton, Florida 33432
__________
Messrs. Herbert Hirsch and Harvey and Louis Birdman, Mrs. Diane
Birdman and Mrs. Bonita Hirsch will hereinafter be referred to as
the "HB Group."
* Percentages are based on 9,000,000 shares of Common Stock
issued and outstanding on March 31, 2000.
(1) Includes 100,000 Shares owned by Mr. Birdman's children. Mr.
Birdman disclaims beneficial ownership of such shares.
(2) Includes 300,000 shares owned by Mrs. Hirsch's grandchildren.
Mrs. Hirsch disclaims beneficial ownership of such shares.
(b) Security Ownership of Management. The following
table sets forth information about the voting securities held of
record as of March 31, 2000, by each of the officers and
directors of the Company and all such persons as a group:
Name and Amount Owned
Title of Class Address of Before Offering Percent of
Owner Class*
Common Stock, Herbert Hirsch 1,442,260 16.03%
$.02 par value 307 South 21st Ave Shares
Hollywood, FL 33020
Common Stock, Harvey Birdman 1,263,250 14.40%
$.02 par value 307 South 21st Ave Shares
Hollywood, FL 33020
Common Stock, Diane Birdman 1,514,250 16.83%
$.02 par value 307 South 21st Ave. Shares
Hollywood, FL 33020
Common Stock, Louis Birdman(1) 1,752,250 19.47%
$.02 par value 307 South 21st Ave. Shares
Hollywood, FL 33020
All Officers
and Directors 5,972,000 66.36%
as a Group Shares
____________________
* Percentages are based on 9,000,000 shares of Common Stock
issued and outstanding on March 23, 2000.
(1) Includes 100,000 Shares owned by Mr. Birdman's children. Mr.
Birdman disclaims beneficial ownership of such shares.
As of March 31, 2000, there were no outstanding options,
warrants or other rights to purchase securities from the Company.
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
There is no material proceeding to which any director,
officer, affiliate or 5% shareholder or beneficial owner of the
Company is a party adverse to the Company or has a material
interest adverse to the Company.
The individuals described below comprise the Company's
current Board of Directors and executive officers.
Position with the Issuer, Term of Service;
Name Age Business Experience and Family Relationships
- ----------------- --- --------------------------------------------
Herbert Hirsch 59 Mr. Hirsch has served as President and
a director of the Company since August 1996. Mr. Hirsch's
primary responsibilities have been to coordinate all sales and
marketing activities, to review and approve all sales contracts
and closings and to coordinate all advertising efforts. Since
1990, Mr. Hirsch has been a co-principal with Messrs. Harvey and
Louis Birdman and Mrs. Diane Birdman in several single-project
entities engaged in the resort condominium and second home
residential condominium conversion and development business.
Harvey Birdman 61 Mr. Birdman has served as Executive
Vice President and a director of the Company since August 1996.
Mr. Birdman's primary responsibilities have been to initiate all
project acquisitions, to arrange all financing and to analyze all
strategic and project planning. Since 1990, Mr. Birdman, has
been a co-principal with Mr. Hirsch, Mr. Louis Birdman and Mrs.
Diane Birdman in several single-project entities engaged in the
resort condominium and second home residential condominium
conversion and development business. Mr. Birdman is the husband
of Diane Birdman and father of Louis Birdman.
Diane Birdman 55 Mrs. Birdman has served as a Vice
President, the Treasurer and a director of the Company since
August 1996. Mrs. Birdman's primary responsibilities have been
to coordinate the administration of the condominium associations
at the resort properties owned and developed by the Company and
to oversee the accounting department. Since 1990, Ms. Birdman
has been a co-principal with Mr. Hirsch and Messrs. Harvey and
Louis Birdman in several single-project entities engaged in the
resort condominium and second home residential condominium
conversion and development business. Mrs. Birdman attended
Broward Community College, where she majored in Accounting, and
attended Temple University, where she majored in Business. Mrs.
Birdman is the wife of Harvey Birdman and the mother of Louis
Birdman.
Louis Birdman 35 Mr. Birdman has served as a Vice
President, the Secretary and a director of the Company since
August 1996. Mr. Birdman's primary responsibilities have been to
manage all design and construction activities, as well as to
interact with municipal planning, zoning and building officials.
Mr. Birdman is the owner of Louis Birdman Architect, P.A., and
was the co-founder and principal-in-charge of ARC Avenue, Inc.,
from 1985-1995 and co-founder of ARC-CON Design Build, Inc., -
General Contractors, where he was principal-in-charge from 1989-
1995. Since 1995, Mr. Birdman has been a co-principal with Mr.
Hirsch, Mr. Harvey Birdman and Mrs. Diane Birdman in several
single-project entities engaged in the resort condominium and
second home residential condominium conversion and development
business. Mr. Birdman is a registered architect in Florida and a
certified member of the National Council of Architectural
Registration Boards. He received his Bachelor's degree in Design
and Architecture from the University of Florida and his
Bachelor's degree in Architecture from the University of Miami.
Mr. Birdman is the son of Harvey and Diane Birdman.
Cary Greenberg 52 Mr. Greenberg has served as Vice
President and Chief Financial Officer of the Company since March
1998. Mr. Greenberg's primary responsibilities include oversight
of the financial accounting and internal controls systems of the
Company. In addition, he participates in the analysis of the
financial feasibility of proposed projects. Prior to joining the
Company, Mr. Greenberg served for twelve years as the Chief
Financial Officer of a subsidiary of American Greetings
Corporation. Greenberg is a Certified Public Accountant in New
York, Florida and Texas.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employee Leasing. Until May 1999, the Company leased
employees providing personnel-related services from P.D. Payroll
Corp., a Florida corporation owned by the HB Group ("PD"). PD
employed the sales, administrative and in-house construction
personnel relating to properties converted by the Company. In
addition, PD provided centralized payroll and personnel services,
including worker's compensation administration. The Company
reimbursed PD at cost for the salaries and benefits of such
personnel. In the last two years, the Company paid $374,000 to
PD. As stated above, since May 1999, these employees have been
employed by an unrelated company.
The Company has received administrative support from
Corporate Realty Services, Inc. ("CRS"), 48% of which is owned by
the HB Group. The administrative support services have included
such services as record keeping, accounting, use of office
equipment and management services for each of the properties
converted by the Company. The Company pays CRS a base rate fee
of $229,000 per annum plus expenses, which management believes
represents an arms-length, fair price for such services. CRS
maintains credit with suppliers and is reimbursed for the cost of
supplies incurred in connection with the services provided to the
resort properties. In the last two years, the Company has paid
$360,000 to CRS.
Other Transactions. From time to time, in order to help the
Company meet its cash flow obligations, members of the HB Group
and entities controlled by them have made advances to the
Company. These advances have been unsecured and have carried an
interest rate of 12%. As of December 31, 1999, the Company owed
approximately $774,000 to members of the HB Group and
approximately $907,000 to entities controlled by the HB Group.
During 1998, the Company made advances in the total amount
of $335,000 to one or more entities controlled by the HB Group.
These advances were unsecured, carried interest at 12% and were
repaid in their entirety in January 1999.
Members of the HB Group own 100% of the stock of the general
partner of each of Mortgage Investment Group 9, Ltd. ("MIG-9"),
Mortgage Investment Group 10, Ltd. ("MIG-10"), Mortgage
Investment Group 20, Ltd. ("MIG-20") and Mortgage Investment
Group 24, Ltd. ("MIG-24"), each a limited partnership which is a
second mortgage lender to certain real estate subsidiaries of the
Company. The HB Group also owns an 18% limited partnership
interest in each of MIG-9, MIG-10, MIG-20 and MIG-24, which it
acquired on the same terms as the other limited partners. The
mortgage loans held by MIG-9 and MIG-10 have been repaid as of
December 31, 1998. In the last two years, the HB Group received
in the aggregate $49,750 in their distributive share of interest
received by MIG-9, MIG-10, MIG-20 and MIG-24.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Because the Company had no class of equity securities
registered pursuant to Section 12 of the Exchange Act during its
most recent fiscal year, its securities were not subject to the
reporting requirements of Section 16(a) of the Exchange Act
during such period.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors met 3 times during 1999. All
directors attended 75% or more of the aggregate number of
meetings of the board and its committees on which they served.
The Board of Directors of the Company has no audit or
compensation Committee.
DIRECTOR AND OFFICER COMPENSATION
No director or executive officer of the Company received any
compensation during the years ended December 31, 1999, 1998 and
1997.
SIGNATURE
Pursuant to the requirements of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned thereto duly authorized.
SunVest Resorts, Inc.
/s/ Herbert Hirsch
By: /S/ Herbert Hirsch
--------------------------------------
Herbert Hirsch
President and Chief Executive Officer
SCHEDULE I
Richard J. Mr. Lucibella has served as a director of
Lucibella US Data Authority, Inc. ("USDA") since
5 Beach Way North March 14, 2000. Since January 1997, he has
Ocean Ridge, FL been an investor in CyBear, Inc., an
33486 Internet-based healthcare company, where he
served as President during January 1997
through November, 1997. Prior to his
involvement with CyBear, during March 1994
to September 1994, Mr. Lucibella served as
President of Coastal Physician Group, Inc.
Mr. Lucibella earned an MBA at the Wharton
School of the University of Pennsylvania,
and a Masters in Public Health from Johns
Hopkins University.
Michael A. Cutler Mr. Cutler has served as a director of USDA
301 South 21st since March 14, 2000. For the last eight
Avenue years he has been a Board member of the
Hollywood, FL Personal Communications Industry
33020 Association ("PCIA"), acting in various
lobbying capacities and leading PCIA's FCC
rule-making efforts. During 1979 - 1992,
Mr. Cutler served as President of Mobile
Radio Systems, Inc. ("MRSI"), a
communications site management and
acquisition company. He earned his
Bachelor Degree in both Political Science
and Criminal Justice from the University of
Delaware, and his JD from the Potomac
School of Law in Washington, D.C.
Melvyn B. Siegel Mr. Siegel has served as a director of USDA
7908 Bayshore since March 14, 2000. For the last five
Drive years he has been an investor in USDA
Margate, NJ 08408 (since March 1999) and several other public
and private companies.
Adam M. Reiser Mr. Reiser has served as the Chief
680 N.E. 32nd Technology Officer of USDA since January
Street 1999. During September 1997 through
Boca Raton, FL December 1998, he served as the President
33431 and CEO of Axxsys International, Inc., a
Boca Raton-based MIS corporation consulting
firm. During July 1994 through December
1996, he owned and managed a private
systems integration consulting firm.
David J. Dr. Applebaum has been a Board certified
Applebaum, M.D., plastic surgeon in Palm Beach County since
F.A.C.S. 1991 and a significant investor in USDA
1599 N. W. 9th since 1999. He is President of the Palm
Avenue Beach County IPA, an association of plastic
Boca Raton, FL surgeons. Dr. Applebaum is a graduate of
33486 the University of Texas and the Baylor
College of Medicine.
