UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, Use of Commission only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
BUFFALO CAPITAL III, LTD.
(Name of Registrant as specified in its charter)
Payment of Filing Fee (Check the Appropriate Box):
[ ] No fee required
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii) or 14c-5(g)
and 0-11
[ ] 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
_________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________
5) Total fee paid:
_________________________________________________________
[ ] 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.
PRELIMINARY COPY
BUFFALO CAPITAL III, LTD.
5001 Spring Valley Road, Suite 800, East Tower
Dallas, TX 75244
November 8, 1999
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to
attend a Special Meeting of Shareholders of Buffalo Capital III, Ltd.
("Buffalo") to be held at 2:00 P.M. local time on November 30,
1999, at 5001 Spring Valley Road, Suite 800, East Tower, Dallas,
Texas 75244.
The Special Meeting is being held for the purpose of
considering and voting upon Amended and Restated Articles of
Incorporation for the Company which would amend and restate the
current Articles of Incorporation. A copy of the Amended and
Restated Articles which are to be voted upon is available upon written
request to the Company. The Amended and Restated Articles of
Incorporation will change the Company's name to The Heritage
Organization, Inc., add a third class of stock, Class B Common
Stock, which shall have 10,000 votes per share, but otherwise shall
have equal rights and privileges as Common Stock, and make other
changes to the Articles of Incorporation. The Amended and Restated
Articles of Incorporation will also change the number of authorized
Common Stock of the Corporation from 100,000,000 to 99,000,000,
and authorize 1,000,000 of the new Class B Common Stock. The
amount of Preferred Stock authorized shall continue to be 10,000,000
shares.
We are not asking you for a proxy in conjunction with this
Special Meeting, but you are urged to attend the meeting to assure
that your vote is counted.
Sincerely,
Gary M. Kornman
Chairman of the Board
BUFFALO CAPITAL III, LTD.
5001 Spring Valley Road, Suite 800, East Tower
Dallas, TX 75244
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be held November 30, 1999
TO THE SHAREHOLDERS OF BUFFALO CAPITAL III, LTD.:
NOTICE IS HEREBY GIVEN that a Special Meeting of the
Shareholders (the "Meeting") of Buffalo Capital III, Ltd. (the
"Company") will be held at 5001 Spring Valley Road, Suite 800, East
Tower, Dallas, Texas, 75244 at 2:00 P.M. local time, on November
30, 1999.
The Special Meeting is being held for the purpose of
considering and voting upon amending and restating the Company's
Articles of Incorporation.
The Amended and Restated Articles of Incorporation will, if
adopted, change the Company's name to The Heritage Organization,
Inc., will designate 1,000,000 shares out of the 100,000,000
authorized share of Capital Stock as "Class B Common Stock," and
will designate the remaining 99,000,000 authorized shares of
Common Stock, including all 14,000,000 of the presently issued and
outstanding shares of Common Stock of the Company, as "Common
Stock." The Common Stock will retain the same preferences,
limitations and relative rights as currently specified in the Company's
Articles of Incorporation. The Class B Common Stock will have the
same preferences, limitations and relative rights as the Common
Stock, except that the Class B Common Stock will have super-voting
rights. Each share of Class B Common Stock will have voting power
equivalent to ten thousand (10,000) shares of Common Stock.
The Amended and Restated Articles of Incorporation will, if
adopted, provide that no pre-emptive rights exist for the stockholders
except that the stockholders of Class B Common Stock shall have the
pre-emptive right to purchase, at their par value, additional shares of
Class B Common Stock of the Company in order to maintain the same
relative voting power in the Company upon the issuance of any
additional shares of Common Stock of the Company to any other
stockholder or upon the issuance of any shares of Common Stock of
the Company to any new stockholder.
In addition, the Amended and Restated Articles of
Incorporation will, if adopted, add a new Article entitled "Directors"
and, in furtherance of the powers conferred upon Directors by statute
and by law, will provide certain express powers to the Directors of
the Company and certain other provisions regarding the removal of
the Directors and voting by the Directors and Shareholders.
We are not asking you for a proxy in conjunction with this
Special Meeting, but you are urged to attend the meeting to assure
that your vote is counted.
By Order of the Board of Directors
/s/ Gary M. Kornman
Chairman of the Board
Dallas, Texas
Dated: November 8, 1999
BUFFALO CAPITAL III, LTD.
5001 Spring Valley, Suite 800, East Tower
Dallas, Texas 75244
INFORMATION STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
To be held November 30, 1999
GENERAL INFORMATION
This Information Statement is furnished in connection with a
Special Meeting of Shareholders called by the Board of Directors (the
"Board") of Buffalo Capital III, Ltd. (the "Company"), to be held at
5001 Spring Valley Road, Suite 800, East Tower, Dallas, Texas
75244, on November 30, 1999, at 2:00 P.M. local time, and at any
and all postponements, continuations or adjournments thereof
(collectively the "Meeting"). This Information Statement and the
accompanying Notice of Special Meeting will be first mailed or given
to the Company's shareholders on or about November 8, 1999.
All shares of the Company's Common Stock, represented
either in person or by proxy, will be eligible to be voted at the
Meeting.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
BACKGROUND INFORMATION
Buffalo Capital III, Ltd. (the "Company") was incorporated
under the laws of the State of Colorado on August 28, 1996. It was
incorporated as a "blind pool" or "blank check" company for the
purpose of seeking to acquire one or more properties or businesses.
The Company elected voluntarily to file a registration statement in
order to become a reporting company under the Securities Exchange
Act of 1934, as amended (the "34 Act").
On May 4, 1999, a change in control of the Company
occurred. On that date, Steadfast Investments, L.P., a Texas limited
partnership, and GMK Family Holdings, L.L.C., a Delaware limited
liability company, purchased a total of 12,740,000 newly issued
shares of Common Stock from the Company. Accordingly, as of
May 4, 1999, the issued and outstanding Common Stock of the
Company increased from 1,260,000 shares to 14,000,000 shares, of
which 11,083,800 shares, or approximately 79.17%, are owned by
Steadfast Investments, L.P., and 1,656,200 shares, or approximately
11.83%, are owned by GMK Family Holdings, L.L.C.
Steadfast Investments, L.P. and GMK Family Holdings,
L.L.C. acquired a controlling interest in the Company in anticipation
of a business combination transaction between the Company and The
Heritage Organization, L.L.C., or between the Company and
Steadfast Investments, L.P., the principal owner of The Heritage
Organization, L.L.C. The Heritage Organization, L.L.C. is engaged
in the business of providing counseling services to high net worth
individuals and families.
The Special Meeting of Shareholders to be held at 2:00 P.M.
on November 30, 1999, at 5001 Spring Valley Road, Suite 800, East
Tower, Dallas, Texas 75244, has been called for the sole purpose of
voting upon amending and restating Company's Articles of
Incorporation, which Company management deems necessary and
appropriate prior to completion of the possible business combination
transaction. A copy of the Amended and Restated Articles of
Incorporation which is to be voted upon is available upon written
request to the Company. The Amended and Restated Articles of
Incorporation will change the Company's name to "The Heritage
Organization, Inc.", which is necessary in order to enable the
Company to continue to conduct business activities under the same
name as its predecessor following completion of the possible business
combination transaction. The Amended and Restated Articles of
Incorporation will also designate 1,000,000 shares out of the
100,000,000 authorized shares of Common Stock as "Class B
Common Stock," and will designate the remaining 99,000,000
authorized shares of Common Stock, including all 14,000,000 of the
presently issued and outstanding shares of Common Stock of the
Company, as "Common Stock." The Common Stock will retain the
same preferences, limitations and relative rights as currently specified
in the Company's Articles of Incorporation. The Class B Common
Stock will have the same preferences, limitations and relative rights as
the Common Stock, except that the Class B Common Stock will have
super-voting rights. Each share of Class B Common Stock will have
voting power equivalent to ten thousand (10,000) shares of Common
Stock. Management believes this amendment is necessary in order to
enable it to retain control of operations even though its ownership of
the outstanding equity of the Company may be reduced to a small
percentage of the outstanding shares. In addition, the Amended and
Restated Articles of Incorporation will provide for a Directors'
Powers provision and other amendments to the Articles of
Incorporation. Management believes that the new wording in the
Articles of Incorporation is needed to provide a firm basis for the
governing of the Company if the business combination transaction
occurs.
Record Date
Shareholders of record at the close of business on September
30, 1999 (the "Record Date") are entitled to notice of the Meeting and
to vote at the Meeting. As of the Record Date, 14,000,000 shares of
the Company's Common Stock were issued and outstanding and
entitled to vote at the Special Meeting. No shares of Preferred Stock
were issued and outstanding as of the Record Date.
Voting
Each shareholder of record is entitled to one vote for each
share of Common Stock registered in his name. One-third of the
outstanding Common Stock, represented in person or by proxy at the
Meeting, will constitute a quorum for the transaction of all business.
Once a quorum is present, the proposal to amend the
Company's Articles of Incorporation will require the affirmative vote
of a majority of the shares represented at the meeting.
As of the Record Date, Steadfast Investments, L.P. was the
owner of 11,083,800 shares, or approximately 79.17% of the issued
and outstanding Common Stock, and GMK Family Holdings, L.L.C.
was the owner of 1,656,200 shares, or approximately 11.83% of the
issued and outstanding Common Stock. Gary M. Kornman, who may
be considered to be the beneficial owner of all of the shares owned by
Steadfast Investments, L.P. and GMK Family Holdings, L.L.C., is
therefore in a position to control the outcome of any shareholder vote,
and he has advised the Company that he intends to direct the vote of
the shares owned by both by Steadfast Investments, L.P. and GMK
Family Holdings, L.L.C., in favor of the proposed amendments of the
Company's Articles of Incorporation. Accordingly, the Company has
determined that there is no need to solicit proxies for the Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers who are serving the
Company as of the record date are as follows:
<TABLE>
<CAPTION>
Name Age Position Held and Tenure
<S> <C> <C>
Gary M. Kornman 56 Chairman of Board of
Directors
W. Ralph Canada, Jr. 44 President & Director
Vickie A. Walker 40 Treasurer & Director
Terry O. Reid 46 Secretary & Director
</TABLE>
Biographical Information
Gary M. Kornman
Mr. Kornman has been Chief Executive Officer of The
Heritage Organization, L.L.C., since March, 1995. He currently
serves as Chief Executive Officer of The Heritage Organization, Inc.
(since 1986), and President and CEO of Kornman & Associates, Inc.
(since 1975). He was President and CEO of The Planning Group,
Inc. from 1970 through 1975. The Heritage Organization, L.L.C.,
provides counseling services to some of America's wealthiest families.
Mr. Kornman is also the sole shareholder, officer and director of
many other corporations.
Mr. Kornman earned a Bachelor of Arts from Vanderbilt
University in 1965 with concentrations in Business/Economics and
Psychology and was a National Merit Scholar. In 1969 he received
his Doctor of Jurisprudence from the University of Alabama School of
Law and received the American Jurisprudence Award in Estate
Planning, the American Jurisprudence Award in Contracts and the
American Jurisprudence Award in Evidence.
He is admitted to practice before the Bar of the State of
Alabama, and is a member of the American Bar Association Section
of Taxation and Section of Trust, Real Property and Probate.
W. Ralph Canada, Jr.
Mr. Canada has served as President of The Heritage
Organization, L.L.C., since March, 1995. He currently serves as
President of Heritage Investments, L.L.C. and Heritage Securities
Corporation, Vice President of the U.S. National Foundation For
Anti-Aging & Survival Research and The Institute For Anti-Aging &
Survival, Inc.
From 1987 through 1994, Mr. Canada was a Partner in the
Dallas office of the law firm of Hopkins & Sutter, where he served as
Head of the Litigation Section from 1991 through 1994. He was a
Partner in the Dallas office of the Stinson, Mag & Fizzell law firm,
and Head of Litigation Section there from April, 1985 to October,
1987. From February, 1984 to March, 1985, he was Partner in the
Rentzel, Wise & Robertson law firm. He was Associate in the
Litigation Section of Johnson & Swanson from June, 1979, to
January, 1984. Each of the above-referenced firms were located in
Dallas, Texas.
Mr. Canada received a Bachelor of Arts degree with Major in
History in 1976 from the University of Texas at Austin, graduating
with Highest Honors. At the University of Texas he was a member
of Phi Beta Kappa and Phi Eta Sigma. He received a Doctor of
Jurisprudence, Cum Laude, from Harvard Law School in 1979. He
was Editor-in-Chief of the Harvard Environmental Law Review.
Mr. Canada is a member of the American Bar Association and
the Dallas Bar Association. He is admitted to practice before the Bar
in the State of Texas, and is admitted to practice before the United
States Court of Appeals for the Fifth Circuit and the United States
District Courts for the Northern, Eastern, Western and Southern
Districts of Texas.
Vickie A. Walker
Ms. Walker has been Secretary-Treasurer and Chief Financial
Officer of The Heritage Organization, L.L.C., since March, 1995.
She currently serves as Secretary-Treasurer and Chief Financial
Officer of The Heritage Organization, Inc., as Secretary-Treasurer
and Chief Financial Officer of Kornman & Associates, Inc., as
Treasurer of the U.S. National Foundation For Anti-Aging & Survival
Research, and as Treasurer of The Institute for Anti-Aging &
Survival, Inc. Ms. Walker began her affiliations with the Kornman &
Associates, Inc. in June, 1977.
Ms. Walker supervises an accounting staff comprised of three
CPA's and five staff accountants. In addition to her normal finance
and accounting duties, she coordinates Contract Drafting and
Negotiations, Legal Entities Formation, and Licensing and Filings.
Ms. Walker serves on a number of mission critical committees of The
Heritage Organization, L.L.C., including Employee Management and
Benefits, Aviation and Transportation, and Procurement and Budget.
She is Chairperson for the Executive Management Committee.
Terry Oliver Reid
Ms. Reid has been Vice President of Administration for The
Heritage Organization, L.L.C. since 1995. She is concurrently
Secretary, Treasurer and Executive Representative for Heritage
Investments, L.L.C. and Heritage Securities Corporation, Vice
President of The Heritage Organization, Inc., Vice President of
Kornman & Associates, Inc., Secretary of the U.S. National
Foundation For Anti- Aging & Survival Research and Secretary of
The Institute for Anti-Aging & Survival, Inc.
From June, 1980 to May, 1982, Ms. Reid was a Revenue
Accountant for Saxon Oil Company. In 1982, she was invited to join
the Intergovernmental Affairs staff at The White House under
President Reagan. She worked under Vice President George Bush in
1983 on his Domestic Policy staff. In 1984 she served as Budget
Director for the Administration Division of Reagan-Bush 84
Campaign at the national headquarters. Upon her return to Dallas in
1985, she worked for Ben Brown, CPA, preparing tax returns. From
1986 through 1989 she was Financial and Administrative Manager for
Laurey Peat & Associates, a public relations agency. In 1990 she was
appointed as Assistant to the United States Ambassador to Zimbabwe
under President Bush. In 1991 she joined The Heritage Organization,
Inc., as Assistant to the Chairman and was promoted to Vice
President of Administration in 1994.
Ms. Reid holds a Bachelor of Accountancy degree from the
University of Oklahoma with a minor in Petroleum Land
Management.
PRINCIPAL SHARE OWNERSHIP
The Record Date for purposes of determining the shareholders
entitled to vote at the Meeting was September 30, 1999. As of the
Record Date, the Company had a total of 14,000,000 shares of
Common Stock issued and outstanding. The following table sets
forth, as of September 30, 1999, the number of shares of Common
Stock currently owned of record and beneficially by current executive
officers, directors, persons who hold 5% or more of the outstanding
Common Stock of the Company and by current officers and directors
as a group.
<TABLE>
<CAPTION>
Name and Number of shares Percent of
Address Owned Beneficially Class Owned
<S> <C> <C>
Gary M. Kornman
5001 Spring Valley Road
Suite 800, East Tower
Dallas, TX 75244 <F1> 12,740,000 <F2> 91%
W. Ralph Canada, Jr.
5001 Spring Valley Road
Suite 800, East Tower
Dallas, TX 75244 <F1> 0 0%
Vickie A. Walker
5001 Spring Valley Road
Suite 800, East Tower
Dallas, TX 75244 <F1> 0 0%
Terry O. Reid
5001 Spring Valley Road
Suite 800, East Tower
Dallas, TX 75244 <F1> 0 0%
James T. Edwards III
209 Cargile Lane
Nashville, TN 47205 1,249,600
8.93%
All current directors
and executive officers
(4 persons) 12,740,000 91%
<FN>
<F1> The person listed is either an officer or director, or both, of the
Company.
<F2> Mr. Kornman may be deemed to be the beneficial owner of all share
purchased by Steadfast Investments, L.P. and by GMK Family Holdings,
L.L.C.
</FN>
</TABLE>
PROPOSAL ONE
AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors has unanimously approved, and
recommends for shareholder approval, the amendment and restatement
of the Company's Articles of Incorporation which will change the
Company's name to The Heritage Organization, Inc., add an
additional class of stock, "Class B Common Stock" with super-voting
rights, and make other changes to the original Articles of
Incorporation. The amended and restated Articles of Incorporation
are proposed in anticipation of a possible business combination
transaction with either The Heritage Organization, L.L.C. or Steadfast
Investments, L.P.
PURPOSE FOR CREATION OF CLASS B COMMON STOCK
Management believes it is appropriate to authorize the creation
of the Class B Common Stock with super-voting rights. It is
anticipated that shares of Class B Common Stock will be issued solely
to members of Company management.
Through ownership of shares of Class B Common Stock,
members of Company management will be assured of the ability to
exercise control in the election of directors and in other matters
presented to the shareholders for a vote, without the necessity of
owning a majority of the outstanding equity of the Company.
OTHER MATTERS
The Company knows of no other matters to be submitted to the
meeting.
THE BOARD OF DIRECTORS
Dallas, Texas
November 8, 1999
