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RULE 14F-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
APPLIED CAPITAL FUNDING, INC.
Suite 2000
1177 West Hastings Street
Vancouver, BC V6E 2K3
Canada
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
MAY 26, 1999
This report is furnished by the Board of Directors of Applied Capital
Funding, Inc., a Colorado corporation (the "Company"), to the holders of Common
Stock, no par value per share, of the Company (the "Common Stock") in connection
with the proposed merger of Applied Capital Acquisition Corp. with and into Duck
Corp. (the "Merger"). As a condition of the Merger, the following persons will
be appointed by the present board members to serve on the board of directors of
the Company: David S. Silver, Daniel B. Miller, Harry Edelson, and Jack Rivkin.
These appointees will constitute a majority of the members of the board of
directors following the Merger.
This information is provided for information purposes only. We are not
soliciting proxies in connection with the items described herein. You are not
required to respond to this report.
This report is first being mailed to shareholders on or about May 26,
1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of May 26, 1999, the security ownership
of (i) all persons known by the Company to own beneficially 5% or more of Common
Stock; (ii) all executive officers; and (iii) each director of the Company.
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<CAPTION>
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Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Owner
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<S> <C> <C> <C>
Common Stock Jeffrey L. Taylor, 215,000 Shares 2.7%
Director and Vice President
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CHANGE IN CONTROL
Since the beginning of the Company's last fiscal year, control of the
Company has passed from Mansfield Consultants Limited and is currently dispersed
among approximately 405 shareholders. The present shareholders purchased a
majority of the outstanding voting securities of the Company in private
transactions. No shareholder currently owns in excess of 5% of the voting
securities of the Company.
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DIRECTORS AND OFFICERS
PRESENT OFFICERS AND DIRECTORS. None of the Company's current
officers and directors receive any compensation for their services. The Board
of Directors has not established any standing committees or subcommittees. In
the past fiscal year, the Board of Directors held eight meetings. None of the
current directors were directors as of the close of the last fiscal year, and
no current director attended board meetings before his appointment.
The following persons currently serve as officers and directors of
the Company:
AJMAL KHAN, age 38. Mr. Khan was appointed as a director of the Company on
April 29, 1999 and currently serves as its President. Mr. Khan is the founder
and President of Verus Capital Corp., a diversified investment group. Verus
is involved in the ownership of hotels, venture capital financing, corporate
acquisitions, and several joint ventures entailing name brand franchising and
licensing. Mr. Khan also has a joint venture interest in Barakaat Holdings
Ltd., a sports marketing company. Since October of 1998, he has served as a
director of Advanced Bodymetrics, Inc., a publicly traded high-tech company
dedicated to developing sports wristwatches that are able to monitor and
display various functions of the human body. Since July of 1998, Mr. Khan has
served as a director of iParty Corp., a publicly-traded company dedicated to
providing information and services with respect to coordinating events. In
1999, Mr. Khan was named to the board of directors of Wattage Monitor Inc., a
public company.
JEFFREY L. TAYLOR, age 32. Mr. Taylor was appointed as a director of the
Company on April 29, 1999 and currently serves as its Vice President. Mr.
Taylor is President and Director of Foreign Investments for the London Taylor
Group, a southern California-based financial service provider acting as
venture capitalist and investment banker to private and small cap public
companies. During the past five years, Mr. Taylor has been a member of the
Board of Directors of various public companies including TransAmerica
Industries, Yuma Gold Mines, and Cornucopia Resources. He has also served
during this time as Vice President of Metallica Resources, Vice President of
Goldbelt Resources, Vice President of Arrowhead Minerals Corporation, and
Executive Vice President of Corporate Finance of Ultra Petroleum. Prior to
founding the London Taylor Group, Mr. Taylor was an analyst and financial
service provider for Global Resource Investments, Inc. of Carlsbad,
California and Chief Financial Officer for International Art Commission of
San Francisco, California. Mr. Taylor holds a Master of Business
Administration, Finance degree from the University of San Diego.
PETER LEE, age 38. Mr. Lee was appointed as a director of the Company on
April 29, 1999 and currently serves as its Secretary. Since 1990, Mr. Lee has
been an investment banker in the corporate finance department of Golden
Capital, a Vancouver, B.C. based securities firm.
NOMINEES. As of the date of this Report, there are 8,000,000 shares
of the Company's Common Stock issued and outstanding. The following persons
will be appointed to serve as directors of the Company upon consummation of
the Merger pursuant to Article III, Section 2.f of the Company's Bylaws.
Under the Bylaws, no shareholder approval is required.
DAN MILLER, age 39. Mr. Miller will be appointed to serve as a director and
officer of the Company by the present board of directors upon consummation of
the Merger. In 1992, Mr. Miller co-founded the Duck Corporation and has
served since that time as its President and on its board of directors.
DAVID S. SILVER, age 38. Mr. Silver will be appointed to serve as a director
and officer of the Company by the present board of directors upon
consummation of the Merger. From 1993 to 1995, Mr. Silver served as the
Senior Vice President of the Duck Corporation. From 1995 to the present, Mr.
Silver has served as Chief Operating Officer of Duck. Mr. Silver has been a
director of Duck from 1995 to the present.
HARRY EDELSON, age 62. Mr. Edelson will be appointed to serve as a director of
the Company by the present board of directors upon consummation of the Merger.
In 1984, Mr. Edelson founded Edelson Technology partners, and
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has served as its managing Partner since that time. Since 1996, Mr. Edelson
has served as a director of the Duck Corporation and Alyn, Advanced Oxygen,
Alternate Marketing Delivery.
JACK RIVKIN, age 58. Mr. Rivkin will be appointed to serve as a director of the
Company by the present board of directors upon consummation of the Merger.
Between 1992 and 1995, Mr. Rivkin served as the Director of Research and a
member of the Board of Directors of Smith Barney, inc., a subsidiary of
Travelers Group. Since 1995, Mr. Rivkin has served as a Senior Vice President of
Travelers Investment Group.
Following the Merger, Mr. Khan is expected to resign as an officer and
director of the Company.
PROPOSED TRANSACTION INVOLVING NOMINEE
The Travelers Insurance Company ("Travelers") is, either directly or
through its subsidiaries or affiliates, owner of approximately 14.79% of the
common stock of Duck and will, as of the closing of the Merger, own 20% of the
voting equity securities of the Company. Travelers is represented on the board
of directors of Duck by Mr. Jack Rivkin, and will be represented by Mr. Rivkin
on the Company's board of directors following the Merger.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of beneficial ownership
("Forms 3") and reports of changes in beneficial ownership of Common Stock and
other equity securities of the Company ("Forms 4"). Officers, directors, and
greater than 10% shareholders of the Company are required by SEC regulations to
furnish to the Company copies of all Section 16(a) reports that they file. To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company, all Section 16(a) filing requirements applicable to
its officers, directors, and greater than 10% beneficial owners were complied
with for the year ended December 31, 1998.
APPLIED CAPITAL FUNDING, INC.
By Order of the Board of Directors
/s/ Jeffrey L. Taylor
VICE PRESIDENT
