PRINCETON MANAGEMENT CORPORATION
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
COMMISSION FILE NUMBER 0-22095
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 about October
28, 1998, to holders of record on October 19, 1998, of the shares
of Common Stock, par value $.0001 per share (the "Common Stock") of
Princeton Management Corporation, a Colorado corporation (the
"Company"). It is being furnished in connection with the change of
the Company's Directors to be effected at a Board meeting to be
held at the closing of the transaction discussed below, to be held
on or about November 12, 1998.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement (the "Agreement")
between the Company and USA Service Systems, Inc., a privately held
Florida corporation ("USA"), the Company has agreed to acquire all
of the interests of USA in exchange for previously unissued
"restricted" Common Stock of the Company. USA is engaged in the
design and placement of retail displays to national chain stores.
Additional services performed include assemblies of products for
sale and display, as well as sales demonstrations. As of the date
of this Information Statement, USA has reached agreement with a
minimum of three other companies engaged in the same genre of
business, wherein USA intends to acquire these other entities
immediately upon closing of the transaction described hereinbelow,
in exchange for a combination of stock, cash and notes. Upon
closing of these acquisitions, USA will employ approximately 110
persons and the combined entity is expected to have approximately
$16 million in annual revenues, on a pro forma basis.
The terms of the Agreement provide that the Company will
undertake a forward split of its issued and outstanding common
stock, whereby 4.33 shares of common stock shall be issued in
exchange for each share of common stock then issued and
outstanding, in order to establish the number of issued and
outstanding common shares at closing to be 1,250,000. Thereafter,
USA will enter into a share exchange agreement with the Company
wherein the Company would issue an aggregate of 3,750,000
"restricted" shares of the Company's Common Stock to USA in
exchange for all of the issued and outstanding shares of USA (the
"Transaction"). Accordingly, if all of the issued and outstanding
shares of USA are exchanged for the Company's Common
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Stock, the holders thereof will own approximately 75% of the
Company's shares of Common Stock which would then be issued and
outstanding.
Upon consummation of the Transaction, the Company's current
Officers and Directors will resign and will be replaced by
Directors and Officers selected by USA's management. See "Directors
and Executive Officers and Related Transactions" below.
Consummation of the Transaction will result in a change of
control. If the Transaction is not consummated, the Company's
current Officers and Directors will not resign and there will not
be a change in control. The Company anticipates, but cannot
assure, that the Agreement will be executed on or before November
13, 1998, with the closing to occur shortly thereafter.
Reason for Information Statement
Because a majority of its Directors is being changed otherwise
than at a meeting of stockholders, the Company is required pursuant
to Rule 14f-1 promulgated under the Securities Exchange Act of
1934, as amended, to provide its stockholders and the Securities
and Exchange Commission (the "Commission") with certain information
not less than ten days prior to the date on which the change will
take place, or such other time period as may be established by the
Commission. This Information Statement is being filed with the
Commission and sent to stockholders in compliance with that Rule.
The Company's stockholders are urged to read this Information
Statement carefully but are not required to take any action.
Information Relating to the Company's Securities
As of the date of this Information Statement, there are
outstanding 288,600 shares of the Company's Common Stock. Each
outstanding share of Common Stock entitles the record holder
thereof to one vote on all matters which are to be presented to
stockholders for their consideration. The Common Stock is the only
issued and outstanding stock of the Company.
Principal Stockholders
The following table sets forth certain information regarding
the beneficial ownership of the Company's Common Stock as of the
date of this Information Statement by each person known to the
Company to be the beneficial owner of more than 5% of the Common
Stock, each of the Company's Directors and named Executive Officers
and all Executive Officers as a group.
<TABLE>
<CAPTION>
Shares Beneficially Owned
----------------------------------
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership(2) Class
- -------------- ------------------------- ----------------------- ----------
<S> <C> <C> <C>
Common Greg Simonds(1) 100,000 34.65%
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, CO 80111
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<CAPTION>
Shares Beneficially Owned
----------------------------------
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership(2) Class
- -------------- ------------------------- ----------------------- ----------
<S> <C> <C> <C>
Common Gilberta P. Gara(1) 29,100 10.08%
RR2, Box 241
Torrington, WY 82240
Common Gerald Loffredo 57,500 19.92%
1990 W. Rockrose Way
Chandler, AZ 85248
Common Ray Daniels 50,000 17.32%
898 Pimlico Court
Boulder, CO 80303
Common Agnes Olsen 20,000 6.93%
6600 France Ave. South #425
Minneapolis, MN 55435
Common All Executive Officers and 129,100 44.73%
Directors as a Group
(2 persons)
_______________________
<F1>
(1) Officer and/or Director of the Company.
<F2>
(2) The information relating to beneficial ownership of the Company's Common
Stock is based on information furnished by them using the definition of
"beneficial ownership" set forth in rules promulgated by the Securities
and Exchange Commission under Section 13(d) of the Securities Exchange
Act of 1934. Except where there may be special relationships with other
persons, including share voting or investment power, the Directors and
nominees possess sole voting and investment power with respect to the
shares set forth beside their names.
</TABLE>
The following table sets forth as of the date hereof, certain
information with respect to all those known by the Company who,
retroactively assuming consummation of the Transaction, would be
the record or beneficial owners of more than 5% of its outstanding
Common Stock, each newly-appointed Director and Executive Officer
of the Company and all newly-appointed Directors as a group.
Except as indicated in the footnotes to the table, the listed
stockholders hold sole voting and investment power over their
respective shares.
<TABLE>
<CAPTION>
Shares of Common Stock to be
owned upon consummation Approximate
Name and Address Offices to be Held of the Transaction Percent of Class
- ----------------------- ---------------------- ---------------------------- ----------------
<S> <C> <C> <C>
George D. Pursglove(1) Chairman of the Board 1,691,500 33.8%
10770 Wiles Road and President
Coral Springs, FL 33076
Chester E. Howard(1) Senior Vice President- 1,691,500 33.8%
1808 Apricot Glen Dr. Finance, CFO, Director
Austin, TX 78746
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<CAPTION>
Shares of Common Stock to be
owned upon consummation Approximate
Name and Address Offices to be Held of the Transaction Percent of Class
- ----------------------- ---------------------- ---------------------------- ----------------
<S> <C> <C> <C>
Douglas C. MacLellan(1) Director -0- -
10770 Wiles Road
Coral Springs, FL 33076
All Proposed Directors - 3,383,000 67.7%
and Executive Officers
as a Group (3 persons)
__________________________
<F1>
(1) Proposed Officer and/or Director of the Company.
</TABLE>
Directors and Executive Officers and Related Transactions
Directors and Executive Officers
The present Officers and Directors of the Company are as
follows:
Name Age Position
---------------- --- -----------------------
Greg Simonds 47 President, Director
Gilberta P. Gara 56 Secretary/Treasurer and
Director
Resumes:
Gregory J. Simonds, is President and a director of the
Company, positions he has held since November 1996. In addition to
his positions with the Company, since June 1991, Mr. Simonds has
been self-employed, acting as a consultant to various different
companies, both public and private, as well as managing his own
investment portfolio. Mr. Simonds received a Bachelor of Science
degree from New England College, Henniker, New Hampshire in 1973.
Mr. Simonds devotes only such time as necessary to the business of
the Company, which time is not expected to exceed 20 hours per
month.
Gilberta P. Gara, is Secretary/Treasurer and a director of the
Company, positions she has held since November 1996. Prior, from
the Company's inception until November 1996, she was President and
a director of the Company. In addition to her positions with the
Company, since November 1994, Ms. Gara has also been an independent
distributor for The People's Network, a television network based in
Dallas, Texas. Prior, from 1990 through October 1994, she was the
owner and operator of Gara & Sons, Torrington, Wyoming, a
distributor of giftware lines. In January 1992, Ms. Gara filed a
petition for protection under the U.S. Bankruptcy Code with the
United States Federal Bankruptcy Court located in Denver, Colorado,
where a discharge was entered in May 1992. She devotes only such
time as necessary to the business of the Company, which is not
expected to exceed 20 hours per month.
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If and when the Transaction is consummated, the Company's
current Officers and Directors will resign and will be replaced,
without stockholder action, by the following Officers and
Directors:
Name Age Position
-------------------- --- -----------------------------
George D. Pursglove 46 Chairman, President and
Chief Executive Officer
Chester E. Howard 55 Senior Vice President-Finance,
Chief Financial Officer and
Director
Douglas C. MacLellan 42 Director
Resumes:
George D. Pursglove is expected to assume the positions of
Chairman of the Board, President and CEO upon closing of the
proposed Transaction. Prior he has served as Chairman, President
and Chief Executive Officer of the Consolidated Merchandising
Services, Inc. ("CMS") since its incorporation in 1997. CMS was
acquired by USA in October 1998 and is engaged in the same business
of USA. Prior to joining CMS, Mr. Pursglove was President of
Consolidated Business Group, Inc., a business management company
offering consulting services for closely held consumer products
companies. From March 1993 through November 1995, Mr. Pursglove
served in the position of Director of Merchandising for Office
Depot's contract/commercial division and Senior Divisional
Merchandise Manager. At that time, Office Depot had over 400
stores and $5.0 billion in sales. From April 1992 through May
1993, Mr. Pursglove held the position of Divisional Merchandise
Manager for the Price Company. Price Company had over 80 locations
and generated $8.0 billion in sales prior to its merger with
Costco. From August 1991 through April 1992, Mr. Pursglove was a
business consultant functioning in the role of
merchandising/marketing liaison reporting directly to the
President/CEO or owner. From August 1988 through August 1991, Mr.
Pursglove was Senior Vice President General Merchandise Manager and
co-founder of HQ Office Supply Warehouse, Inc., a chain of 15
stores with annualized sales of $100 million. From August 1993
through August 1988, Mr. Pursglove held the position of merchandise
manager and was one of the original group of key management
personnel who were instrumental in the start-up of Home Club (now
called Home Base), a chain of home improvement warehouse stores
which at that time had 50 locations and generated $1.0 billion in
sales. Prior to 1983, Mr. Pursglove held various positions of
increasing responsibilities with NAVRESO, FedMart and the Two Guys
organizations. Mr. Pursglove serves as a company director and
advisor for Achiever Shredders and Office Product Company, Inc. and
Sims Communications, Inc. Mr. Pursglove attended San Diego State
College with a curriculum in history and graduated from San Diego
Mesa College in 1972 with a degree in Social Science. Upon closing
of the proposed Transaction it is anticipated that Mr. Pursglove
will devote substantially all of his time to the business of the
Company.
Chester E. Howard is expected to assume the positions of
Senior Vice President-Finance, Chief Financial Officer and Director
upon closing of the proposed Transaction. Prior, he has held
similar positions with CMS since the incorporation of CMS in
January 1997. Prior to joining CMS, from May 1995 through November
1996, Mr. Howard served as a consultant with responsibilities of
assisting various companies with private placement memorandums and
other financial and advisory needs. From January 1994 through May
1995, Mr. Howard was the Chief Financial Officer for InterAmericas
Communications Corporation. From January 1992 through January
1994, Mr. Howard served as a consultant preparing business plans,
assisting companies in
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public and private stock offerings and preparing companies for
restructuring and financing. From June 1988 through January 1992,
Mr. Howard served as Executive Vice-President/CFO and co-founder
for HQ Office Supply Warehouse, Inc., a chain of 15 stores with
annualized sales of $100 million. Mr. Howard's responsibilities
included assisting the company with an initial public offering that
raised $21 million and raising an additional $20 million in a
secondary issue and a private placement. From 1986 through June of
1988, Mr. Howard served as Vice-President/CFO and co-founder of The
Sports Authority, a chain of over 100 stores with sales volume of
$1.2 billion. Mr. Howard's responsibilities included securing for
the Company $18 million in venture capital investment. Prior to
1986, Mr. Howard held senior level positions with Gemco, Home
Depot, Wickes and Handy Dan Home Centers. Mr. Howard received his
B.A. in Business Administration from California State University in
1971 and his M.B.A. in Business Administration from California
State University in 1975. Upon closing of the proposed Transaction
it is anticipated that Mr. Howard will devote substantially all of
his time to the business of the Company.
Douglas C. MacLellan is expected to assume the position of
Director upon closing of the proposed Transaction. Prior, he has
served as a director of CMS since its incorporation in January
1997. Since June 1995, Mr. MacLellan has served as President,
Chief Executive Officer and director of Portacom Wireless, Inc., a
company which provides telecommunications services in developing
countries. Since 1992, Mr. MacLellan has been President of the
MacLellan Group, Inc., a consulting firm providing a broad range of
financial and management advisory services. From 1993 until June
1995, Mr. MacLellan was a principal and co-founder of Maroon Bells
Capital Partners, Inc., a merchant banking firm which specializes
in providing corporate finance services to companies in the
international and domestic telecommunications and media industries.
Mr. MacLellan was co-founder and former director of InterAmericas
Communications Corporation, a publicly held international
telecommunications company which operates a competitive access
fiber and satellite network in Latin America from July 1994 through
May 1997. He was also a co-founder and a director from April 1993
through June 1996 of Great Bear Technology, Inc., a publicly held
California and Bulgaria-based multi-media software development
company. Since 1992, Mr. MacLellan has also served as a director
of AMDL, Inc., a publicly held development stage biotechnology
firm, and, since January 1990, as a director of Albion Offset
Group, a privately held international trade advisory firm. Mr.
MacLellan is also a director, since April 1997, of Datalex
Corporation, a privately held year 2000 software tool kit provider.
Mr. MacLellan was educated at the University of Southern California
in economics and finance, with advanced training in classical
economic theory. Upon closing of the proposed Transaction, Mr.
MacLellan is only expected to devote such time as is necessary to
the business of the Company.
Related Party Transactions
There were no related party transactions which occurred during
the past two years and which are required to be disclosed pursuant
to the requirements included under Item 404 of Regulation SB.
Upon closing of the Transaction (of which there can be no
assurance), it is anticipated that USA will successfully consummate
the acquisition of a minimum of three (3) unrelated businesses
engaged in the same genre of business which USA is presently
engaged. It is anticipated that the acquisition of these three
businesses will be undertaken in exchange for cash, notes and
issuance by the Company of additional shares of its common stock.
While no assurances can be provided, it is anticipated that no more
than an additional 800,000 shares of the Company's common stock
will be issued as part of these transactions.
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Standing Audit, Nominating and Compensation Committees
The Board of Directors of the Company has no standing audit,
nominating or compensation committees.
Information Relating to Board of Directors Meetings
The Company presently has two Directors. During the fiscal
year ended December 31, 1997, the Directors held three meetings.
Compensation of Directors and Executive Officers
The Company's Officers and Directors have not been paid a
salary during the fiscal year ended December 31, 1997, or
subsequent thereto. The Company maintains a policy whereby the
Directors and Executive Officers of the Company may be reimbursed
for out-of-pocket expenses incurred in the performance of their
duties. The Company did not reimburse any Director or Officer for
such expenses during the 1997 fiscal year.
The Company has no bonus or incentive plans in effect, nor are
there any understandings in place concerning additional
compensation to the Company's Officers or Directors.
In the event the proposed Transaction described hereinabove
closes, Mr. George D. Pursglove is expected to receive an annual
salary of $120,000 per annum and Mr. Chester E. Howard is expected
to receive an annual salary of $100,000 per annum. No other person
is expected to receive annual compensation in excess of $100,000
per annum.
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's Officers and Directors, and persons
who beneficially own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and
changes in ownership with the SEC. Officers, Directors and greater
than 10% stockholders are required by Commission regulation to
furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting
persons that no forms were required for those persons, the Company
believes that during the 1998 fiscal year all filing requirements
applicable to Officers, Directors and greater than 10% beneficial
owners were complied with.
Dated: October 28, 1998.
Princeton Management Corporation
s/Gregory J. Simonds
Gregory J. Simonds, President
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