BUFFALO CAPITAL IV, 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 27,
1999, to holders of record on April 20, 1999, of shares of Common
Stock ("Common Stock") of Buffalo Capital IV, Ltd., a Colorado
corporation (the "Company") in connection with an anticipated change
in all members of the Company's Board of Directors. The information
contained in this Information Statement regarding the persons designated
to become directors of the Company has been furnished to the Company
by third parties and the Company assumes no responsibility for its
accuracy or completeness.
The Company was formed as a "blind pool" or "blank check"
company, whose business plan was to seek to acquire a business
opportunity through completion of a merger, exchange of stock, or other
similar type of transaction. The Company has now identified a business
opportunity it wishes to acquire and is prepared to proceed with
implementation of its business plan through completion of the proposed
acquisition.
This Information Statement is being delivered to provide
information regarding anticipated changes in the membership of the
Board of Directors of the Company as a result of completion of the
proposed business acquisition, and is provided for information purposes
only. You are urged to read this Information Statement carefully.
However, no action on your part is sought or required.
On April 20, 1999, the Company and certain of its shareholders,
including its principal shareholders, entered into a Reorganization and
Stock Purchase Agreement (the "Reorganization Agreement") with M &
A West, Incorporated, a Nevada corporation ("MAC) and Robert G.
Bryan ("RGB"), pursuant to which (i) the Company shall complete a
3.5:1 forward split of its currently issued and outstanding common stock,
thereby increasing the number of issued and outstanding shares of
common stock from 1,260,000 to 4,410,000; (ii) the Company shall
issue 6,590,000 shares of its common stock in exchange for all of the
issued and outstanding common stock of MAC; (iii) the shareholders of
MAC and/or assigns, shall purchase 986,220 shares of the Company's
common stock from current holders thereof; and (iv) RGB and/or assigns
shall purchase 110,000 shares of the Company's common stock from
current holders thereof. In conjunction with execution of the
Reorganization Agreement, on or about April 20, 1999, the Company's
principal shareholders also entered into a Warrant Purchase Agreement
and a Stock Purchase Agreement with certain non-affiliated persons
designated by MAC (the "Purchasers"), pursuant to which the
Purchasers agreed, following closing under the Reorganization
Agreement, to acquire 2,983,780 shares of Common Stock and all of the
issued and outstanding Class A and Class B Warrants from the current
owners thereof for an aggregate purchase price of $149,013.00.
Following completion of the transactions contemplated by the
Reorganization Agreement, the Warrant Purchase Agreement and the
Stock Purchase Agreement, MAC will be a wholly-owned subsidiary of
the Company and will have a total of 11,000,000 shares of common
stock issued and outstanding. Current shareholders of the Company will
own 440,000 shares, or approximately 4% of the issued and outstanding
common stock, and there will be a change in control of the Company.
The current shareholders of MAC and/or their assigns will own
7,576,220 shares, or approximately 68.87% of the issued and
outstanding common stock of the Company, and accordingly will be in
a position of control. In addition, the non-affiliated persons designated
by MAC who are Purchasers under the Stock Purchase Agreement will
own a total of 2,983,780 shares, or approximately 27.13% of the issued
and outstanding common stock of the Company. All of the issued and
outstanding Class A and Class B Warrants of the Company are to be
cancelled.
In conjunction with completion of the transactions contemplated
by the Reorganization Agreement, the Company will seek written
consent from all current shareholders to an amendment of its articles of
incorporation changing its name to M & A West, Incorporated. In
addition, the current directors and officers of the Company will resign,
the out-going directors will appoint successors designated by MAC, and
the new directors will appoint new executive officers.
Following completion of the transaction contemplated by the
Reorganization Agreement, MAC will continue to conduct its existing
business activities as a wholly-owned subsidiary of the Company. These
activities include corporate structuring, strategic planning, mergers,
acquisitions, corporate finance, investor relations, public relations, web
site development and internet marketing consulting.
It is the intention of the parties to complete closing under the
Reorganization Agreement as soon as reasonably possible, but in any
event no later than May 10, 1999. However, the obligations of the
parties to consummate the transactions contemplated by the
Reorganization Agreement, the Warrant Purchase Agreement and the
Stock Purchase Agreement are subject to the satisfaction of certain
conditions. One such condition is compliance with all applicable
securities laws and with applicable rules of the Securities and Exchange
Commission including, but not limited to, Rule 14f-1 which requires the
Company to provide not less than 10 days prior written notice to its
shareholders of the anticipated change in identity of the members of its
Board of Directors. There is no assurance that the transactions
contemplated by the Reorganization Agreement will be completed
because there is no assurance that the parties will satisfy all of the
conditions for closing in a timely manner.
MANAGEMENT
The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Name Age Positions Held and Tenure
<S> <C> <C>
Grant W. Peck 43 President and
A Director since
September, 1997
Dean F. Sessions 47 Secretary, Treasurer, and
a Director since
September, 1997
</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 III,
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 it was sold in January of 1995 to
Odwalla, Inc. J.S. Grant's manufactured fresh juices in Denver,
Colorado, and then handled distribution from Denver into a five state
region. Between 1977 and 1984, Mr. Peck was an owner and Director
of Operations for the Harvest Restaurants and Bakeries, a restaurant
company that catered to the then emerging health-conscious market.
Mr. Peck was responsible for the growth and daily operation of the
restaurant company, employing over 385 employees with annualized
sales of $13,000,000.
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 five other blind pool or blank
check companies (i.e. Buffalo Capital III, 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 December 31, 1998.
Compliance With Section 16(a) of the Exchange Act.
Grant Peck, Dean Sessions, Gary Joiner and Scott Olson were
each required to file an Initial Statement of Beneficial Ownership of
Securities on Form 3 at the time of the registration of the Company's
securities under Section 12(g) of the Exchange Act. To the best
knowledge and belief of the Company, none of such persons made a
timely filing of Form 3. None of such persons filed a report on Form
5 for the fiscal year ended May 31, 1997. The Company believes that
as of the date of this report on Form 10-KSB, each of such persons had
filed a report on Form 5 for the fiscal year ended May 31, 1998, which
also reports initial share ownership and all changes in ownership for all
preceding periods. The reports on Form 5 were filed late.
DESIGNEES OF MAC AS COMPANY DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each
of the persons expected to be designated by MAC to be appointed to the
Company's Board of Directors and each of the persons expected to be
appointed as an executive officer of the Company following completion
of the transactions contemplated by the Reorganization Agreement:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Scott L. Kelly 35 CEO,
President
& Director
Zahra Gilak 44 Secretary,
Treasurer
& Director
</TABLE>
Biographical Information
Scott L. Kelly
Scott L. Kelly has served as CEO, President and a Director of M
& A West, Incorporated from 1996 to the present. He received a
Bachelor's Degree in Business Administration from Adelphi University,
Garden City, New York, in 1986, a Master's Degree in Business
Administration from San Francisco State University, in 1992, and a
Certified Financial Planner Degree from the College of Financial
Planning, Denver, Colorado, in 1990. He is the Director of the Boys
and Girls Club Foundation and appears in "Who's Who" in the
California Directory. Mr. Kelly has served as a manager of several
brokerage firms and has trained over 50 stock brokers and conducted
more than 300 seminars on various financial subjects in the United
States, Russia, India, South America and Europe. From 1988 to 1989,
he was a financial planner with American Express Financial Services,
from 1989 to 1996 he was Senior Vice President of Interfirst Capital,
and in 1996 he was Senior Vice President of Waldron & Company.
Zahra Gilak
Zahra Gilak has served as Secretary, Treasurer and a Director of
M & A West, Incorporated from 1996 to the present. She received a
Bachelor's Degree in Political Science in 1976 and a Master's Degree in
Public Relations in 1977 from the National University of Iran. She also
studied for two years in France and obtained a Master's Degree from the
Sorbonne in Paris. She is fluent in five languages. She has served as
Manager of Guest Relations for Hyatt Hotels in 1976 and as Public
Relations Director for the Venezuelan Embassy from January 1977 to
December, 1978. She has also been involved in banking and has served
as an employee and manager of several banks including First Interstate
Bank and Primerit Bank in Nevada from 1986 to 1993. From 1993 to
1996 she served as Public Relations liaison for USA Gold Mines, in
Reno, Nevada.
SECURITY OWNERSHIP OF CERTAIN CURRENT BENEFICIAL
OWNERS AND MANAGEMENT
As of April 20, 1999, the Company had a total of 4,410,000
shares of Common Stock issued and outstanding (giving effect to the
3.5:1 forward split contemplated by the Reorganization Agreement).
The following table sets forth, as of April 20, 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. The table also reflects the number of shares
which are expected to owned by such persons following completion of
the transactions contemplated by the Reorganization Agreement. The
table does not include shares which could be issued upon exercise of
presently outstanding Class A or Class B Warrants, because it is
anticipated that such Warrants will be cancelled upon completion of the
transactions contemplated by the Reorganization Agreement.
<TABLE>
Number of Shares Percent of
Owned Beneficially Class Owned
Name and After After
Address Current Reorg. Current Reorg.
<S> <C> <C> <C> <C>
Grant W. Peck<F1>
7331 S. Meadow Court
Boulder, CO 80301 1,040,200 109,407 23.58% 0.99%
Dean F. Sessions<F1>
P. O. Box 17881
Boulder, CO 80308 1,040,900 109,407 23.60% 0.99%
Gary S. Joiner
4750 Table Mesa Drive
Boulder, CO 80303 1,040,900 109,407 23.60% 0.99%
Mark DiSalvo
192 Searidge Court
Shell Beach, CA 93449 1,041,600 55,380 23.62% 0.50%
All current directors
and executive officers
(2 persons) 2,081,100 218,814 47.19 1.99%
<FN>
<F1> The person listed is an officer, a director, or both, of the Company.
</FN>
</TABLE>
SECURITY OWNERSHIP OF CERTAIN FUTURE BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of the date of completion of the
transactions contemplated by the Reorganization Agreement, the number
of shares of Common Stock expected to be owned of record and
beneficially by persons who are expected to be appointed as directors
and executive officers of the Company, by persons who are expected to
then hold 5% or more of the outstanding Common Stock of the
Company and all expected future officers and directors as a group.
<TABLE>
<CAPTION>
Number of Shares Percent
Name and Address Owned Beneficially of Class
<S> <C> <C>
Scott L. Kelly
(As Trustee for the Kelly
Family Trust)
583 San Mateo Avenue
San Bruno, CA 95066 4,942,500 44.93%
Administrative Systems
Corporation
1325 Airmotive Way, Suite 175
Reno, NV 89502 1,647,500 13.34%
The Neuman Company
1325 Airmotive Way, Suite 175
Reno, NV 89502 986,000 8.96%
Global Capital Concepts, Inc.
1325 Airmotive Way, Suite 175
Reno, NV 89502 1,000,000 9.09%
Realtec Ltd.
c/o AMS Financial
Sea Meadow House
Blackburn Highway
Road Town Tortola
British Virgin Islands 720,000 6.54%
Zacco Equities, Ltd.
P.O. Box 116
Road Town Tortola
British Virgin Islands 905,115 8.23%
All directors and
executive officers as
a group (2 in number) 6,590,000 59.91%
</TABLE>
EXECUTIVE COMPENSATION OF CURRENT MANAGEMENT
At inception (August, 1996), the current directors and executive
officers of the Company, Grant W. Peck and Dean F. Sessions, each
received the equivalent of a total of 1,050,000 shares of Common Stock
(giving effect to the 3.5:1 forward split contemplated by the
Reorganization Agreement) for services rendered to the Company in
investigating and developing the Company's business plan and for
agreeing to be a director and officer. The shares issued to each of the
directors and officers were valued on the books of the Company at the
equivalent of approximately $0.014 per share, resulting in total
compensation to each of such officers and directors of $15,000. At
inception, two other persons, Gary S. Joiner and Scott Olson, also each
received compensation in the amount of $15,000 through issuance of
shares of stock to them in consideration for services rendered. In
February, 1998, Mr. Olson also received an additional $3,000 of
compensation through the issuance to him of the equivalent of 105,000
shares (giving effect to the 3.5:1 forward split contemplated by the
Reorganization Agreement) for additional services rendered. No officer,
director or any other persons has received any other remuneration or
compensation from the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Under the terms of the Reorganization Agreement and related
agreements, Grant W. Peck and Dean F. Sessions, who are directors,
officers and principal shareholders of the Company, and Gary S. Joiner
and Mark DiSalvo, who are principal shareholders of the Company, will
each be selling a substantial number of shares of common stock as well
as total of 1,200,000 Class A Warrants and 600,000 Class B Warrants.
The shares and warrants being sold were issued by the Company at
inception in consideration of services rendered, and at the time of
issuance were valued at a total of $60,000. Pursuant to the
Reorganization Agreement and related agreements, the selling price for
such shares and Warrants will be a total of $150,000. Accordingly, each
of the officers, directors and principal shareholders of the Company 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 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 27, 1999.
