<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CCA COMPANIES INCORPORATED
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
/ / 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:
- - ----------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
CCA COMPANIES INCORPORATED
9130 S. DADELAND BOULEVARD
SUITE 1602
MIAMI, FLORIDA 33156
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of CCA Companies Incorporated to be held on November 22, 1999 at 10:00 a.m.
local time, at the Marriott Hotel, 9090 S. Dadeland Boulevard, Miami, Florida
33156.
The Notice of Annual Meeting and Proxy Statement which follow describe
the business to be conducted at the meeting. There will also be a brief report
on the current status of our business.
Whether or not you plan to attend the meeting in person, it is
important that your shares be represented and voted. After reading the Notice of
Annual Meeting and Proxy Statement, please complete, sign and date your proxy
ballot, and return it in the envelope provided.
On behalf of the Officers and Directors of CCA Companies Incorporated,
I thank you for your interest in the Company and hope that you will be able to
attend our Annual Meeting.
For the Board of Directors,
JAMES V. STANTON
Vice-Chairman of the Board of Directors
Miami, Florida
October 18, 1999
<PAGE>
CCA COMPANIES INCORPORATED
9130 S. DADELAND BOULEVARD
SUITE 1602
MIAMI, FLORIDA 33156
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of CCA
Companies Incorporated will be held on November 22, 1999 at 10:00 a.m. local
time at Marriott Hotel, 9090 S. Dadeland Boulevard, Miami, Florida 33156:
1. To authorize the Board of Directors to file an amendment to the
Company's Certificate of Incorporation in order to effect a 1 for 10
Reverse Split of the Company's Common Stock if and when (but in any
event, prior to March 28, 2000) the Board of Directors determines that
the Reverse Split is necessary to qualify the Company's common stock
for continued listing on the NASDAQ Small Cap Market; and
2. To transact such other business as may properly come before the
meeting.
Stockholders entitled to notice and to vote at the meeting will be
determined as of the close of business on October 15, 1999, the record date
fixed by the Board of Directors for such purposes. A list of such Stockholders
will be open for examination by any Stockholder for any purpose germane to the
meeting, during ordinary business hours, for a period of at least 10 days prior
to the Meeting at the offices of the Company, 9130 S. Dadeland Boulevard, Suite
1602, Miami, Florida 33156.
By order of the Board of Directors,
MILES R. GREENBERG, Chief Financial
Officer and Secretary
Miami, Florida
October 18, 1999
================================================================================
Please sign the enclosed proxy and return it promptly in the enclosed envelope.
If mailed in the United States, no postage is required.
================================================================================
<PAGE>
CCA COMPANIES INCORPORATED
9130 S. DADELAND BOULEVARD
SUITE 1602
MIAMI, FLORIDA 33156
PROXY STATEMENT
--------
INTRODUCTION
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION
OF PROXIES BY THE BOARD OF DIRECTORS OF CCA COMPANIES INCORPORATED (THE
"COMPANY") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY TO BE
HELD ON NOVEMBER 22, 1999.
This proxy statement and form of proxy were first sent to stockholders
on or about the date stated on the accompanying Notice of Annual Meeting of
Stockholders.
Only stockholders of record as of the close of business on October 15,
1999 will be entitled to notice of and to vote at the meeting and any
postponement or adjournments thereof. As of that date, 14,181,600 shares of
Common Stock of the Company were issued and outstanding. Each share outstanding
as of the record date will be entitled to one vote, and stockholders may vote in
person or by proxy. Execution of a proxy will not in any way affect a
stockholder's right to attend the meeting and vote in person. Any stockholder
giving a proxy has the right to revoke it at any time before it is exercised by
written notice to the Secretary of the Company or by submission of another proxy
bearing a later date. In addition, stockholders attending the meeting may revoke
their proxies at any time before they are exercised.
If no contrary instructions are indicated, all properly executed
proxies returned in time to be cast at the meeting will be voted FOR the
authorization of an Amendment to the Company's Certificate of Incorporation in
order to effect a 1 for 10 Reverse Split of the Company's Common Stock. Members
of the Company's management intend to vote their shares in favor of this
proposal. A quorum for the meeting requires the presence in person or by proxy
of stockholders entitled to cast a majority of the votes entitled to be cast at
the meeting, but in no event less than 50 percent of the issued and outstanding
shares of the Company's voting stock. The authorization of an Amendment to the
Company's Certificate of Incorporation in order to effect a 1 for 10 Reverse
Split of the Company's Common Stock requires the affirmative vote of a majority
of the shares present at the meeting.
Stockholders will vote at the meeting by ballot and votes cast at the
meeting in person or by proxy will be tallied by the Company's transfer agent.
Shares held by stockholders present in person at the meeting who do not vote and
ballots marked "abstain" or "withheld" will be counted as present at the meeting
for quorum purposes.
<PAGE>
The solicitation of proxies will be made primarily by mail. Proxies may
also be solicited personally and by telephone or telegraph by regular employees
of the Company, without any additional remuneration. The cost of soliciting
proxies will be borne by the Company. In addition, the Company may also retain a
proxy solicitation firm to solicit proxies, in which case, the fees of any such
firm will be paid by the Company. Arrangements will also be made with brokerage
houses and other custodians, nominees and fiduciaries to forward solicitation
material to beneficial owners of such stock held of record by such persons, and
the Company will reimburse such persons for reasonable out-of-pocket expenses in
so doing.
The Company knows of no other matter to be presented at the meeting. If
any other matter should be presented at the meeting upon which a vote properly
may be taken, shares represented by proxies received by the Company will be
voted with respect thereto in accordance with the judgment of the persons named
as proxies.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of September 30, 1999, the ownership
of the presently issued and outstanding shares of the Company's Common Stock by
persons owning more than 5% of such stock, and the ownership of such stock by
the Company's officers, directors and key employees, individually and as a
group. As of September 30, 1999 there were 14,181,600 shares of common stock
outstanding. All such shares were owned both beneficially and of record, except
as otherwise noted.
<TABLE>
<CAPTION>
Number of Shares Percentage of Total
Name and Address of Stockholder Beneficially Owned Voting Shares*
- - ------------------------------- ------------------ --------------
<S> <C> <C>
Charles Stein Inter Vivos Trust (1) ............... 905,700 6.3%
c/o CCA Companies Incorporated
James V. Stanton (2) .............................. 826,844 5.6%
c/o CCA Companies Incorporated
Dallas Dempster (3) ............................... 1,000,000 6.6%
c/o CCA Companies Incorporated
Peter Janssen (4) ................................. 2,148,757 14.2%
c/o Janssen Partners
1345 Old Northern Boulevard
Roslyn, N.Y. 11576
Miles R. Greenberg--Senior Vice
President-Finance, Treasurer and
Chief Financial Officer(5) ..................... 175,000 1.2%
David A. Hartley--President--Casino
Division(6) .................................... 100,000 *
All executive officers and directors as a
group (5 persons) .............................. 3,007,544 18.5%
</TABLE>
2
<PAGE>
* Represents beneficial ownership of less than 1% of the Common Stock.
- - --------------------------
(1) Represents 805,700 shares held by the Charles Stein Inter Vivos Trust for
the benefit of Mr. Stein's spouse and children. Mr. Stein, Chairman of the
Company, disclaims voting and investment power with respect to those shares. Mr.
Stein currently has an exercisable option to purchase 100,000 shares of common
stock at $1.50 per share.
(2) Includes 20,000 shares of Common Stock which are held by Mr. Stanton, a
Director of the Company, as joint tenant with his wife, Margaret M. Stanton,
currently exercisable warrants to purchase 150,000 shares of Common Stock at a
price equal to $1.50 per share, and currently exercisable options to purchase
500,000 shares and 23,644 shares of Common Stock at $1.50 and $2.00 per share,
respectively.
(3) Represents currently exercisable non-Plan options granted in September 1998
to purchase 1,000,000 shares at $1.50 in the name of Dabus International Limited
for the benefit of Mr. Dempster's family.
(4) Includes currently exercisable warrants to purchase 73,269 shares at $8.25;
warrants to purchase 235,453 shares at $5.135 and warrants to purchase 666,667
shares at $1.00.
(5) Represents currently exercisable options to purchase 175,000 shares of
Common Stock at $1.50 per share.
(6) Represents currently exercisable options to purchase 100,000 shares at $1.50
per share.
As used in the table above, "beneficial ownership" means the sole or
shared power to vote or direct the voting or to dispose, or direct the
disposition of any security. A person is deemed to have "beneficial ownership"
of any security that such person has a right to acquire within 60 days of the
date of the above table. Any security that any person named above has the right
to acquire within 60 days is deemed to be outstanding for purposes of
calculating the ownership of such person but is not deemed to be outstanding for
purposes of calculating the ownership percentage of any other person. Unless
otherwise noted, each person listed is believed by the Company to have the sole
power to vote, or direct the voting of, and power to dispose, or direct the
disposition of all such shares. The amount of outstanding shares of Common Stock
is the amount actually outstanding plus shares deemed outstanding pursuant to
Rule 13d-3(d)1 under the Securities and Exchange Act of 1934.
In acquiring Sakhalin General Trading and Investments Limited ("SGTI")
in December 1997, the Company issued 2,000,000 shares to the former stockholders
in SGTI. The Company does not know the ultimate beneficial ownership of these
shares.
3
<PAGE>
PROPOSAL TO AUTHORIZE REVERSE STOCK SPLIT
GENERAL
The Board of Directors of the Company has unanimously adopted
resolutions proposing, declaring advisable and recommending that stockholders
authorize an Amendment to the Company's Certificate of Incorporation (the
"Amendment") to (i) effect a 1 for 10 reverse stock split of the Company's
issued shares of Common Stock (the "Reverse Split") and (ii) provide for the
payment of cash in lieu of fractional shares otherwise issuable in connection
therewith. There will be no change in the number of the Company's authorized
shares of Common Stock and no change in the par value of the Common Stock. As a
result, the Company will be able to issue a greater number of shares following
the reverse split than the number it could issue prior to the split. Future
issuances of additional shares may result in dilution of the shares held by
current holders of the Company's stock. The complete text of the Amendment is
set forth in Exhibit A to this Proxy Statement.
The Reverse Split will not change the proportionate equity interests of
the Company's stock, nor will the respective voting rights and other rights of
stockholders be altered, except for possible immaterial changes due to the
Company's purchase of fractional shares. The Common Stock issued pursuant to the
Reverse Split will remain fully paid and nonassessable.
Upon effectiveness of the Reverse Split, the Company's outstanding
shares will be reduced from 14,181,600 shares of Common Stock (assuming no
further shares are issued until the effective date of the Amendment) to
approximately 1,418,160 shares of Common Stock. Each certificate representing
shares of Common Stock outstanding immediately prior to the Reverse Split (the
"Old Shares") will automatically represent new shares (the "New Shares") equal
to 10% of the number of shares of Common Stock represented by the Old Shares.
After the Reverse Split becomes effective, holders of Old Shares will be asked
to surrender certificates representing Old Shares in exchange for certificates
representing New Shares in accordance with the procedures set forth in a letter
of transmittal to be sent by the Company. No fractional New Shares will be
issued as a result of the Reverse Split. Rather, the Company will pay cash in
lieu of any fraction of a New Share that any holder of record of Old Shares
would otherwise receive. See "Procedure for Effecting Reverse Split and Exchange
of Stock Certificates."
PURPOSE OF THE REVERSE SPLIT
The principal purpose of the Reverse Split is to reduce the number of
shares of Common Stock while increasing the market value thereof. The Nadaq
Stock Market requires that companies listed in its SmallCap Market maintain a
minimum closing bid price above $1.00 to maintain the Nasdaq listing. On 52 days
during the 60 trading day period ending September 30, 1999, the Company did not
maintain a minimum closing bid price of $1.00. The Board of Directors recommends
that stockholders approve the Amendment in order that the minimum closing bid
price of the Common Stock will be at least $1.00 to maintain its listing on the
Nasdaq SmallCap Market. As of September 30, 1999, the closing bid price of the
Common Stock was $.50 and its closing bid price per share had not previously
exceeded $1.00 since August 30, 1999.
4
<PAGE>
The Board of Directors believes that the closing bid price should
increase 10 times following the consummation of the Reverse Split, thereby
giving the Company a buffer over the minimum requirement.
In the event that the Company's stock is delisted, there can be no
assurance that trading in the Common Stock will continue (through the OTC
Bulletin Board or otherwise). Any delisting of the Common Stock may adversely
affect a holder's ability to dispose of, or to obtain accurate quotations as to
the market value of, the Common Stock. In addition, any delisting may cause the
Common Stock to be subject to "penny stock" regulations promulgated by the
Securities and Exchange Commission. Under such regulations, broker-dealers are
required to, among other things, comply with disclosure and special suitability
determinations prior to the sale of the Common Stock. If the Common Stock
becomes subject to these regulations, the market price of the Common Stock and
the liquidity thereof could be adversely affected.
Stockholders should recognize that if the Reverse Split is effectuated,
they will own 10% of the number of shares they presently own and that there can
be no assurance that the market price of the Company's Common Stock will, in
fact, correspondingly increase by 10 times following consummation of the Reverse
Split or, even if such price increases by 10 times, such post Reverse Split
market price will be sustained. The Reverse Split will increase the number of
stockholders of the Company who own odd-lots (less than 100 shares).
Stockholders who hold odd-lots typically will experience an increase in the cost
of selling their shares, as well as greater difficulty in effecting such sales.
Also, the possibility does exist that liquidity could be adversely affected by
the reduced number of shares that would be outstanding after the Reverse Split.
Consequently, there can be no assurance that the Reverse Split will achieve the
desired results that have been outlined above.
PROCEDURE FOR EFFECTING REVERSE SPLIT AND EXCHANGE OF STOCK CERTIFICATES
The Reverse Split will be effected by means of filing the Amendment
with the Secretary of State of the State of Delaware (the "Secretary of State").
Assuming approval of the Reverse Split by the requisite vote of stockholders at
the Meeting, it is expected that the Amendment will be filed in time for the
Reverse Split to become effective with the opening of trading on the Nasdaq
Stock Market on or about November 25, 1999. However, the Board of Directors may
abandon or delay the Reverse Split at any time before or after the Meeting and
prior to the effective date for the Reverse Split if for any reason the Board of
Directors deems it advisable to do so, provided that such effective date shall
not be delayed past March 28, 2000. In addition, the Board of Directors may make
any and all changes to the form of Amendment that it deems necessary in order to
file the Amendment with the Secretary of State and give effect to the Reverse
Split.
The Common Stock is listed for trading on the Nasdaq SmallCap Market
under the symbol "RIPEE". Following implementation of the Reverse Split, trading
the Common Stock will continue on the Nasdaq SmallCap Market on the post Reverse
Split basis.
As soon as practicable after the effective date of the Reverse Split,
the Company will send a letter of transmittal to each holder of record of Old
Shares outstanding on the effective date of the Reverse Split. The letter of
transmittal will contain instructions for the surrender of certificate(s)
5
<PAGE>
representing Old Shares to the American Stock Transfer and Trust Company, the
Company's transfer agent (the "Transfer Agent"). Upon proper completion and
execution of the letter of transmittal and return thereof to the Transfer Agent,
together with the certificate(s) representing Old Shares, a stockholder will be
entitled to receive a certificate representing the number of New Shares of
Common Stock into which the Old Shares submitted have been reclassified and
changed as a result of the reverse Split, together with a check for the cash
payment made in lieu of fractional New Shares, if any.
No scrip or fractional New Shares will be issued as a result of the
Reverse Split. Rather, the Company will pay cash (rounded to the nearest cent)
in lieu of any fraction of a share that any stockholder of record would
otherwise receive. The price for such fractional New Shares will equal such
fraction multiplied by the closing price of the Company's Common Stock on the
Nasdaq SmallCap Market on the date prior to the effective date of the Amendment,
adjusted for the Reverse Split, which is equal to 10 times the prereverse split
closing bid price.
No new certificates will be issued to a stockholder until such
stockholder has surrendered his or her outstanding certificate(s) together with
the properly completed and executed letter of transmittal to the Transfer Agent.
Stockholders should not destroy any stock certificate and should not submit any
certificates until requested to do so.
The Company has not filed its Annual Report on Form 10-K for the fiscal
year ended June 30, 1999.
On October 1, 1999, the Company was notified by Nasdaq that the
Company's securities would be delisted from the Nasdaq Stock Market, effective
with the close of business on October 11, 1999, unless its Annual Report on Form
10-K is filed with the SEC by October 8, 1999. The Company will not be able to
file its Annual Report on Form 10-K by October 8, 1999. The Company intends to
submit a hearing request and appeal Nasdaq's determination so as to obtain an
extension of time in which to file its Form 10-K. A hearing request will stay
the Company's delisting pending the decision of Nasdaq's Listing Qualifications
Panel. No assurance can be provided that the Company will succeed in its appeal
or be able to comply with all of Nasdaq's continuing listing requirements.
OTHER MATTERS
STOCKHOLDER PROPOSALS FOR NEXT MEETING
Proposals of stockholders intended for inclusion in the proxy statement
for the Annual Meeting of Stockholders to be held in 2000 must be received by
the Company's executive offices not later than January 10, 2000. Proponents
should submit their proposals by Certified Mail--Return Receipt Requested.
6
<PAGE>
NOTICE REGARDING ABANDONED PROPERTY LAW OF NEW YORK STATE
The Company has learned that New York State now requires the Company's
Transfer Agent, American Stock Transfer & Trust Company, to report and escheat
all shares held by the Company's record shareholders if there has been no
written communication received from the shareholder for a period of five years.
This regulation pertains specifically to corporate issuers who do not pay
dividends and their shareholders with New York, foreign or unknown addresses.
The law mandates escheatment of shares even though the certificates are not in
the Transfer Agent's possession, and even though the shareholder's address of
record is apparently correct.
The Transfer Agent has advised the Company that the law requires the
Transfer Agent to search its records as of June 30 each year in order to
determine those New York resident shareholders from whom it has had no written
communication within the past five years. Written communication would include
transfer activity, voted proxies, address changes or other miscellaneous written
inquiries. For those shareholders who have not contacted the Transfer Agent in
over five years, a first-class letter must be sent notifying them that their
shares will be escheated in November if they do not contact the Transfer Agent
in writing prior thereto. All written responses will be entered in the Transfer
Agent's files, but those who do not respond will have their shares escheated.
Shareholders will be able to apply to New York State for the return of their
shares.
Accordingly, shareholders that may be subject to New York's Abandoned
Property Law should make their inquiries and otherwise communicate, with respect
to the Company, in writing. Shareholders should contact their attorneys with any
questions they may have regarding this matter.
NO OTHER BUSINESS
Management is not aware at this date that any other business matters
will come before the meeting. If, however, any other matters should properly
come before the meeting, it is the intention of the persons named in the proxy
to vote thereon in accordance with their judgment.
October 18, 1999 CCA COMPANIES INCORPORATED
Miles R. Greenberg, Chief Financial Officer and
Secretary
7
<PAGE>
EXHIBIT A
CCA COMPANIES INCORPORATED
Effective 12:01 a.m. on November 23, 1999, each ten (10)
shares of Common Stock then issued shall be automatically
reclassified into one share of Common Stock of the
Corporation. There shall be no fractional shares issued. In
lieu thereof, each fraction of a share that would otherwise
be issued to holders of record thereof shall be entitled to
receive payment of $_____________ per full share (after
giving effect to the reclassification) multiplied by such
fraction (rounded to the nearest cent).
<PAGE>
REVOCABLE PROXY
CCA COMPANIES INCORPORATED
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 22, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints James V. Stanton and Miles Greenberg and each of
them, with full power of substitution as the proxies of the undersigned to vote
all the undersigned's shares of the Common Stock of CCA Companies Incorporated
(the "Corporation") at the Annual Meeting of the Corporation's Stockholders to
be held at the Marriott Hotel, 9090 S. Dadeland Boulevard, Miami, Florida 33156
on November 22, 1999 at 10:00 a.m. and at any adjournments or postponements
thereof, with the same force and effect as the undersigned might or could do if
personally present:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
1. PROPOSAL TO AUTHORIZE THE BOARD OF DIRECTORS TO FILE AN AMENDMENT TO THE
COMPANY'S CERTIFICATE OF INCORPORATION IN ORDER TO EFFECT A 1 FOR 10 REVERSE
STOCK SPLIT OF THE COMPANY'S COMMON STOCK.
FOR AGAINST ABSTAIN
<PAGE>
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
DATED , 1999
-----------------------------
-----------------------------------------
Signature
-----------------------------------------
Signature if held jointly
Please sign exactly as name appears below. When
shares are held by joint tenants, both should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by President or other
authorized person. If a partnership, please sign
in full partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
