3PM HOLDING CORP.
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, Colorado 80111
COMMISSION FILE NUMBER 0-23301
DISCLOSURE STATEMENT
PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
Introduction
This Statement is being mailed on or about June 26, 1998, to holders
of record on May 19, 1998 of the shares of Common Stock, par value $.0001
per share (the "Common Stock") of 3PM Holding Corp., 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 July 10,
1998.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement (the "Agreement") between the
Company and Northwood Sports, Inc., an Ontario, Canada corporation
("Northwood"), the Company has agreed to acquire all of Northwood's issued
and outstanding shares of common stock (collectively, the "Northwood Stock")
in exchange for an aggregate of 6,400,000 "restricted" shares of the
Company's Common Stock (the "Transaction"). As of the date of this
Disclosure Statement, there are 500,000 shares of the Company's Common Stock
issued and outstanding. As part of the terms of the Transaction, the
Company intends to undertake a forward split of its issued and outstanding
common stock, wherein four (4) shares of common stock will be issued for
every one (1) share then issued and outstanding, in order to establish the
number of shares of the Company's common stock issued and outstanding
immediately prior to the closing of the Transaction to be 2,000,000.
Accordingly, if all of the issued and outstanding shares of Northwood Stock
are exchanged for the Company's Common Stock, the holders thereof will own
approximately 76% of the Company's 8,400,000 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 Northwood's management (see "Directors and Executive Officers
and Related Transactions").
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 about July 10, 1998, with the closing to occur shortly thereafter.
Reason for Disclosure 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
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will take place, or such other time period as may be established by the
Commission. This Disclosure Statement is being filed with the Commission
and sent to stockholders in compliance with that Rule.
Information Relating to the Company's Securities
As of the date of this information statement, there are outstanding
500,000 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 as of the date of this Information
Statement certain information with respect to all those known by the Company
to be record or beneficial owners of more than 5% of its outstanding Common
Stock, each Director and all Directors and Officers as a group. The
information provided is on a pre-forward split basis.
No. of Percentage
Name Shares Owned Ownership
Greg Simonds 160,000 32%
Greg Skufca 160,000 32%
All Officers and 320,000 64%
Directors as a
Group (2 persons)
________________________
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. The information provided is on a post-forward
split basis.
<TABLE>
<CAPTION>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ------------------------- -------------------- ---------------- -----------
<S> <C> <C> <C>
William Dolan(1) President, Secretary 2,000,000 23.8%
11 Cardico Drive, Unit 10 Director
Gormley, Ontario
Canada L0H 1Q0
Financial One
Securities Ltd. - 1,900,000 22.6%
40 Osiris Drive
Richmond Hill, Ontario
Canada L4C 2P9
Greg Simonds - 640,000 7.6%
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, CO 80111
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<PAGE>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ------------------------- -------------------- ---------------- -----------
Greg Skufca - 640,000 7.6%
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, CO 80111
All Proposed Directors - 2,000,000 23.8%
and Officers as a
Group (1 person)
______________________
<FN>
(1) These shares are proposed to be held by the Dolan Family Trust. Mr.
Dolan is a trustee and beneficiary of this trust.
</TABLE>
Legal Proceedings
There are no legal proceedings to which any director, officer or
affiliate of the Company, any owner of record or beneficially of more than
five percent of the Company's Common Stock, or any associate of any of the
foregoing, is a party adverse to the Company or any of its subsidiaries or
has a material interest adverse to Company or any of its subsidiaries.
Directors and Executive Officers and Related Transactions
Directors and Executive Officers
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
William Dolan 40 President, Secretary, Director
Resume:
William Dolan has been a director of Northwood Sports, Inc. since its
inception in March 1993. At its inception, Mr. Dolan was also Treasurer of
Northwood. He was elected President of Northwood in February 1997.
Northwood was initially incorporated under the name A.N.D. Sports, Inc.,
pursuant to the laws of Ontario, Canada. Northwood changed its name in
April 1993. Mr. Dolan devotes substantially all of his time to the business
of Northwood.
Compensation
Mr. Dolan receives an annual salary of $75,000 (Canadian) per year.
It is anticipated that his salary will remain relatively constant
immediately subsequent to the closing of the Transaction. It is anticipated
that Mr. Dolan will be the sole officer and director of the Company after
closing of the Transaction. However, it is further anticipated that
additional persons either related to the business of Northwood, or
otherwise, will be appointed as directors of the Company subsequent thereto.
As of the date of this information statement, no decision has been made in
this regard.
Further, Northwood may award stock options to key employees, members
of management, directors and consultants under stock option programs as
bonuses
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based on performance. However, as of the date of this information
statement, no such plans have been adopted by the Company or Northwood.
Related Party Transactions
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item 404
of Regulation S-B relating to either the Company or Northwood.
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 one meeting of the Board of Directors.
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. 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.
Dated: June 26, 1998.
3PM HOLDING CORP.
s/Gregory W. Skufca
________________________________________
Gregory W. Skufca, Secretary-Treasurer
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