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 October 11, 1999 to holders
of record on October 7, 1999 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 October 22, 1999.
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
The Company has entered into a letter of intent with Messrs. Greg
McDonald and Mark Bragg (the "Sellers") whereby the Company has agreed in
principle to acquire an exclusive license to market recordings currently owned
by the Sellers on the Internet in exchange for issuance by the Company of
previously unissued "restricted" common stock. The relevant terms of the
proposed transaction require the Company to (i) undertake a "forward split" of
its common stock, whereby 3 shares of common stock shall be issued in exchange
for each share of common stock issued and outstanding, in order to establish the
number of issued and outstanding common shares of the Company at Closing to be
1,500,000 shares; and (ii) issue to the Sellers an aggregate of 13,000,000
"restricted" common shares (post split), representing approximately 90% of the
Company's then outstanding 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. Accordingly, if the Transaction does close (of
which there can be no assurance), the Sellers will own approximately 90% of the
Company's 14,500,000 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 the Sellers (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 closing of the Transaction will occur
on or about October 22, 1999.
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 will take place, or such other time period as may be established by the
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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 report, 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.
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ---------------- ------------------ ------------ --------
Greg McDonald Chief Executive Officer, 6,500,000 44.8%
641931 Montevideo Wy. Secretary, Director
Palm Springs, CA 92264
Mark A. Bragg President, Director 6,500,000 44.8%
64515 Via Fermato
Palm Spring, CA 92264
Jeffrey P. Kranzdorf Director - -
18410 St. Moritz Dr.
Tarzana, CA 91356
Robert L. Siner Director - -
915 E. Mountain St.
Glendale, CA 91207
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All Proposed Directors - 13,000,000 90%
and Officers as a
Group (4 persons)
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.
The Directors and Officers of the Company as of the date of this
Information Statement are as follows:
Name Age Position
- ------------------ --- ---------------------
Gregory J. Simonds 48 President, Director
Gregory W. Skufca 41 Secretary/Treasurer &
Director
Resumes:
Gregory J. Simonds, is President and a director of the Company,
positions he has held since the Company's inception. 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 is also President
and a director of Buckeye Oil and Gas, Inc., a Colorado corporation, which filed
a Form 10-SB with the Securities and Exchange Commission and, thereafter,
adopted a business plan similar to that of the Company to seek and consummate a
merger or acquisition with a private entity. In March 1990, Mr. Simonds,
together with Mr. Skufca, formed GS2 Partnership, a Colorado general
partnership, for the purposes of providing funding to start-up and development
stage companies. 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.
Gregory W. Skufca, is Secretary/Treasurer and a director of the
Company, positions he has held since the Company's inception. In addition to his
positions with the Company, since January 1989, Mr. Skufca is also the President
of Financial Communications, Englewood, Colorado, a sole proprietorship engaged
in assisting public and private investors, assisting in the obtaining and
structuring of venture capital financing and public relations. Prior, from May
1987 through January 1989, Mr. Skufca served as a loan officer and consultant
with Skufca-Meyer Financial Corp., Lakewood, Colorado, a small privately held
lender specializing in residential mortgages and corporate financing. In March
1990, Mr. Skufca, together with Mr. Simonds, formed GS2 Partnership, a Colorado
general partnership, for the purposes of providing funding to start-up and
development stage companies. Further, Mr. Skufca is President and a director of
Zaba International, Inc., f/k/a HA Spinnaker, Inc., a Colorado corporation,
whose principal business is the same as that of the Company. Mr. Skufca obtained
a Bachelor's degree from the University of Colorado at Boulder in 1980. He
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
---- --- --------
Greg McDonald 50 Chief Executive Officer,
Secretary, Director
Mark A. Bragg 54 President, Director
Jeffrey P. Kranzdorf 44 Director
Robert L. Siner 57 Director
Resumes:
Greg McDonald will become Chief Executive Officer, Secretary and a
director of the Company upon closing of the Transaction. Since 1983, Mr.
McDonald has been President and sole shareholder of Heritage Entertainment,
Inc., a privately held California corporation engaged in the production of music
for use on television, radio and other broadcast mediums and more recently, on
the Internet, as well as distribution services to the entertainment industry.
Mr. McDonald received an honorable discharge from the U.S. Army in 1970. He
expects to devote approximately 75% of his time to the business of the Company
upon closing of the proposed Transaction.
Mark A. Bragg will become President and a director of the Company upon
closing of the Transaction. Since 1991, Mr. Bragg has been President and
majority shareholder of Shadowrock Development Corp., Palm Springs, CA, a
privately held California corporation engaged in hotel management, commercial
and residential real estate development and the entertainment industry. In
addition, in July 1995, Mr. Bragg became President and a director of Palm
Springs Gaming Corp., a privately held California corporation whose sole
business purpose was to sponsor an initiative to allow casino gaming in Palm
Springs, California. In October 1998, this company voluntarily filed a petition
pursuant to Chapter 11 of the US Bankruptcy Code. In February 1999, the matter
was converted to Chapter 7. He expects to devote approximately 25% of his time
to the business of the Company upon closing of the proposed Transaction.
Jeffrey P. Kranzdorf will become a director of the Company upon closing
of the Transaction. Since 1994, Mr. Kranzdorf has been self-employed as an
attorney licensed in California and New York. His practice is limited to
transactional matters arising out of the music, television, motion picture and
new media industries. Mr. Kranzdorf received a Bachelor of Arts degree in public
relations from the University of Southern California School of Journalism in
1976 and a Juris Doctorate degree from Southwestern University in 1979. He
expects to devote only such time as necessary to the business of the Company
upon closing of the proposed Transaction.
Robert L. Siner will become a director of the Company upon closing of
the Transaction. Since May 1999, Mr. Siner has been Vice President of Music for
WAVE Systems, Inc., Los Angeles, California, a privately held California
corporation engaged in the production of musical compositions. From June 1995
through January 1998, Mr. Siner was President and CEO of Marquee Music,
Inc.("MMI"), a company of Spencer Entertainment, Inc. ("SEI"), which is a
multi-dimensional corporation formed in 1995. MMI is engaged in the production,
distribution and marketing of music. Prior, from 1984 through May 1995, he was
President of Entertainment Consultants, Inc., a privately held California
corporation which performed consulting services to the entertainment industry.
Mr. Siner has over 25 years experience in the music industry, including 7 years
as President of MCA
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Records, Inc., the sister company of MCA, Inc, Universal Pictures and Universal
Studios. He expects to devote only such time as necessary to the business of the
Company upon closing of the proposed Transaction.
COMPENSATION
In the event the proposed Transaction is successfully consummated, of
which there can be no assurance, it is anticipated that new management will not
draw any salaries until such time as the Company begins to generate revenues, or
otherwise obtains the necessary capital to meet these obligations. Thereafter,
the respective salaries of management has not been established as of the date of
this Information Statement. However, such salaries are expected to be
commensurate with the amount of revenues and profits, if any, generated by the
Company, as well as with standard industry salaries.
The Company may adopt a stock plan and award stock options to key
employees, members of management, directors and consultants under stock option
programs as bonuses based on performance. However, as of the date of this
Information Statement, no such plans have been adopted by the Company.
RELATED PARTY TRANSACTIONS
In December 1995, GS2 Partnership, a Colorado general partnership in
which Messrs. Simonds and Skufca are the general partners, loaned the Company
the principal amounts of $69,510. GS2 Partnership was formed in 1990 to provide
both start-up and development stage companies with capital to implement their
business plans. The loan is unsecured, accrues interest at the rate of 6% per
annum and is due upon demand. This loan related to prior business activities of
the Company before the current business plan was adopted.
However, it is the intention of Messrs. Simonds and Skufca to forgive
this indebtedness if necessary in order to effectuate the Transaction which the
Company's Board of Directors believes to be in the best interests of the Company
and its shareholders.
As of the date hereof, no other related party transactions exist
between the Company and its present directors, officers, 5% or greater
shareholders or any affiliate thereof, either individually or through ownership
of a controlling interest in any company or other entity.
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, 1998, the Directors did not hold any formal meetings of the Board
of Directors, but did confer on an informal basis on prospective merger or
acquisition candidates.
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, 1998, 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 1998 fiscal year, or subsequent thereto.
The Company has no bonus or incentive plans in effect, nor are there any
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understandings in place concerning additional compensation to the Company's
officers or directors.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors and person who own more than 10% of the Company's
Common Stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission, provided that there were any changes to such
persons respective stock holdings in the Company during the previous fiscal
year.
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 and subsequent thereto all filing requirements applicable to Officers,
Directors and greater than 10% beneficial owners were complied with.
Dated: October 11, 1999.
3PM HOLDING CORP.
s/Gregory J. Simonds
Gregory J. Simonds, President
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