BUFFALO CAPITAL III, LTD.
7331 S. Meadow Court
Boulder, Colorado 80301
Information Statement
Pursuant To Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 Thereunder
*******
INTRODUCTION
This Information Statement is being mailed on or before April 23,
1999, to holders of record on April 9, 1999, of shares of Common Stock
("Common Stock") of Buffalo Capital III, Ltd., a Colorado corporation
(the "Company"). This Information Statement is being delivered to
provide information regarding anticipated changes in the membership of
the Board of Directors of the Company, and is provided for information
purposes only. No action on your part is sought or required.
On April 22, 1999, the Company signed a Stock Subscription
Agreement (the "Subscription Agreement") with Steadfast Investments,
LP, a Delaware limited partnership ("Steadfast") and GMK Family
Holdings, LLC, ("GMK") whereby Steadfast and GMK agreed to
purchase 12,740,000 newly issued shares of common stock of the
Company (the "Shares") for a total subscription price of $1,000.00. The
transaction with Steadfast and GMK will be a private placement
transaction in reliance upon an exemption from registration under the
Securities Act of 1933. The transaction will result in a change in control
of the Company because following its purchase of the Shares, Steadfast
will own approximately 79.17% and GMK will own approximately
11.83% of the issued and outstanding Common Stock of the Company.
Steadfast and GMK are acquiring control of 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, LP, 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 obligation of Steadfast and GMK to complete their
subscription for the Shares is subject to the satisfaction of certain
conditions. One such condition to the obligations of Steadfast and
GMK is that Grant W. Peck and Dean F. Sessions resign their positions
as directors and officers of the Company at the time of closing under the
Subscription Agreement after taking any and all steps necessary to
appoint certain persons designated by Steadfast and GMK to become
directors of the Company.
DESIGNEES OF STEADFAST
TO THE COMPANY'S BOARD OF DIRECTORS
The following table sets forth certain information with respect to
the persons designated by Steadfast to be appointed to the Company's
Board of Directors.
<TABLE>
<CAPTION>
Name and Beneficially
Address Age Owned
<S> <C> <C>
Gary M. Kornman 55 12,740,000<F1>
Suite 800, East Tower
5001 Spring Valley Road
Dallas, Texas 75244
W. Ralph Canada, Jr. 43 0
Suite 800, East Tower
5001 Spring Valley Road
Dallas, Texas 75244
Vickie A. Walker 40 0
1683 S. Walker Road
Pleasant View, Tennessee 37146
Terry O. Reid 45 0
Suite 800, East Tower
5001 Spring Valley Road
Dallas, Texas 75244
__________
<FN>
<F1> Mr. Kornman may be deemed to be the beneficial owner of all shares
purchased by Steadfast Investments, LP, and by GMK Family Holdings, LLC.
</FN>
</TABLE>
<PAGE>
Biographical Information
Gary M. Kornman
Mr. Kornman has been Chairman and 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 took 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 took 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, Director of SPCA of Texas, 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 law
firm of Hopkins & Sutter, where he served as Head of the Litigation
Section from 1991 through 1994. He was a Partner in 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 took 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 University Law School in 1979. He was
Editor-in-Chief of the Harvard Environmental Law Review, and has
authored a number of publications.
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 - 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 above-referenced organization 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 specializes in 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. She began her affiliation with the above organizations
in 1991.
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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
As of April 23, 1999, the Company has a total of 1,260,000
shares of Common Stock issued and outstanding. The following table
sets forth, as of April 23, 1999, the number of shares of Common Stock
owned of record and beneficially by executive officers, directors and
persons who hold 5% or more of the outstanding Common Stock of the
Company. Also included are the shares held by all executive officers
and directors as a group.
<TABLE>
<CAPTION>
Name and Number of Shares Percent of
address Owned Beneficially Class Owned
<S> <C> <C>
Grant W. Peck<F1>
7331 S. Meadow Court
Boulder, Colorado 80301 297,200<F2> 23.59%
Dean F. Sessions<F1>
P. O. Box 17881
Boulder, Colorado 80308 297,400<F2> 23.60%
Gary S. Joiner
4750 Table Mesa Drive
Boulder, Colorado 80303 297,400<F2> 23.60%
Mark DiSalvo
192 Searidge Court
Shell Beach, CA 93449 297,600<F2> 23.62%
All directors and executive
officers (2 persons) 594,600 47.19%
<FN>
<F1> The person listed is an officer, a director, or both, of the Company.
<F2> Does not include 1,200,000 shares which may be acquired by such
person upon exercise of Class A Warrants exercisable at $2.00 per share or
600,000 shares which may be acquired by such person upon exercise of Class B
Warrants exercisable at $4.00 per share. The Board of Directors of the Company
will cancel such warrants in conjunction with closing under the
Stock Subscription Agreement.
</FN>
</TABLE>
Change in Control
Upon closing under the Stock Subscription Agreement, Steadfast
and GMK together will own 12,740,000 shares, representing
approximately 91% of the Company's issued and outstanding Common
Stock, and the current shareholders will own 1,260,000 shares, or
approximately 9% of the Company's issued and outstanding Common
Stock. In addition, all currently outstanding Class A and Class B
Warrants will be cancelled. As a result, a change in control of the
Company will have occurred.
MANAGEMENT
The directors and executive officers currently serving the Company are
as follows:
<PAGE>
<TABLE>
<CAPTION>
Name Age Positions Held and Tenure
<S> <C> <C>
Grant W. Peck 43 President and a Director
since August, 1996
Dean F. Sessions 47 Secretary, Treasurer, and
a Director since August, 1996
</TABLE>
Biographical Information
Grant W. Peck.
Mr. Peck has served as President and a Director of the Company
since its inception. He is also currently the President and a Director of
four other blind pool or blank check companies (i.e. Buffalo Capital IV,
Ltd., Buffalo Capital V, Ltd., Buffalo Capital VII, Ltd., and Buffalo
Capital VIII, Ltd), each of which has a business plan which is the same
as that of the Company. Mr. Peck has also been an officer and director
of several other blind pool or blank check companies which he assisted
in the completion of business acquisition transactions prior to tendering
his resignation. Mr. Peck was the principal shareholder, the President
and a Director of J. S. Grant's, Inc., doing business as Just Squeezed
Juices, from its inception in 1985 until January, 1995, when the
Company was sold. J.S. Grant's distributed fresh juices from Denver,
Colorado, to five states, and had approximately $3.5 million in annual
sales and 36 employees. Between 1977 and 1984, Mr. Peck was an
owner and Director of Operations for the Harvest Restaurant and
Bakery, a restaurant company that catered to the then emerging health-
conscious market. During his tenure with Harvest Restaurant and
Bakery, Mr. Peck was responsible for the growth and daily operation of
the restaurant company, employing over 385 employees and staffing 28
managers. Mr. Peck attended the University of Colorado and
Macalester College in St. Paul, Minnesota, but did not receive a degree
from either institution.
Dean F. Sessions.
Mr. Sessions has served as Secretary and Treasurer, and as a
Director of the Company since its inception. He is also currently the
Secretary, Treasurer and a Director of four other blind pool or blank
check companies (i.e. Buffalo Capital IV, Ltd., Buffalo Capital V, Ltd.,
Buffalo Capital VII, Ltd., and Buffalo Capital VIII, Ltd), each of which
has a business plan which is the same as that of the Company. Mr.
Sessions has also been an officer and director of several other blind pool
or blank check companies which he assisted in the completion of
business acquisition transactions prior to tendering his resignation. From
1973 through 1982 Mr. Sessions was employed as an investment broker
by E. F. Hutton & Co., in its Boulder, Colorado office. From 1982
through 1986 Mr. Sessions was an officer, director and principal
shareholder of A. S. Food Company, Inc., a Colorado corporation
formed to acquire the franchise rights for Round The Corner restaurants
in Oregon, Washington and British Columbia. A. S. Food Company,
Inc., opened and operated two Round The Corner restaurants in the
Seattle, Washington area, but in 1986 it filed bankruptcy and ceased
operations. In October 1986, Mr. Sessions renewed his securities
license with the NASD and simultaneously joined the Boulder, Colorado
office of E. F. Hutton as an account executive. From June of 1987
through March of 1988, Mr. Sessions was a registered representative of
L. T. Securities, the securities division of Lincoln Trust Corporation of
Denver, Colorado. From March, 1988, to August, 1990, Mr. Sessions
was a registered representative with Cohig Securities, Inc. of Denver,
Colorado, and from January, 1991 to June, 1994, Mr. Sessions was a
registered representative with Walford and Company, of Boulder,
Colorado. In addition, from August, 1990, to the present, Mr. Sessions
has been actively engaged in attempting to acquire his Professional Golf
Association (PGA) tour card. Mr. Sessions has a B.S. degree from the
University of Colorado.
There are no family relationships between any of the directors or
officers of the Company.
The Company has no standing audit, nominating or compensation
committees of the board of directors, or any committees performing
similar functions.
The Company's board of directors has not held any formal
meetings during the fiscal year ending May 31, 1999.
EXECUTIVE COMPENSATION
At inception (August, 1996), the Company's two Directors and
two other principal shareholders of the Company each received shares
of Common Stock as compensation for services rendered to the
Company in conjunction with its organization and the development of its
business plan. These shares were initially valued at $0.0001 per share
on the books of the Company. However, in May, 1997, in conjunction
with a voluntary reduction in the number of shares outstanding, the value
of each of the remaining outstanding shares was increased to $0.50 per
share on the books of the Company. As a result of the revaluation of
such shares on the books of the Company, each of the two directors and
officers and the two other principal shareholders were deemed to have
received shares valued at $15,000.00, as compensation for their services
in conjunction with organization of the Company and development of its
business plan. The Company has not paid any other remuneration to its
officers or directors, and does not expect to do so until it has completed
a business acquisition transaction.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The officers, directors and principal shareholders of the Company
are parties to a Stock Purchase Agreement dated April 23, 1999,
pursuant to which each of them has agreed to sell all of his stock in the
Company at a price of approximately $0.2681 per share. The sale of
shares pursuant to the Stock Purchase Agreement is contingent upon the
prior closing by the Company under the Stock Subscription Agreement.
Each of the officers, directors and principal shareholders acquired
their shares in the Company for services valued at the equivalent of
$0.05 per share. Accordingly, each of them will realize a substantial
profit from the sale of Shares under the terms of the Stock Purchase
Agreement.
The Company employed the law firm of Frascona, Joiner &
Goodman, P.C., in which one of its principal shareholders, Gary S.
Joiner, is a shareholder, to provide legal services in connection with its
organization, the registration of its shares and the filing of periodical
reports under the Securities Exchange Act of 1934, and in conjunction
with negotiation, preparation and closing under both the Stock
Subscription Agreement and the Stock Purchase Agreement. This firm
has been paid fees for such services based upon the normal hourly rates
of the persons providing legal services.
Legal Proceedings
The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated. No director,
officer or affiliate of the Company, and no owner of record or beneficial
owner of more than five percent (5%) of the securities of the Company,
or any associate of any such director, officer or security holder is a party
adverse to the Company or has a material interest adverse to the
Company in reference to pending litigation.
*******
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
April 23, 1999.
