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NEW WORLD PUBLISHING, INC.
11872 La Grange Ave., 2nd Floor
Los Angeles, CA 90025
INFORMATIONAL STATEMENT PURSUANT TO SECTION 14(F)
OF THE SECURITIES AND EXCHANGE ACT OF 1934 AND RULE 14 F-1 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND YOU
ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
Enclosed is an informational statement provided pursuant to Section 14
(f) of the Securities and Exchange Act of 1934 in connection with the change in
the Board of Directors of New World Publishing, Inc., a Colorado corporation
(the "Company"). This information is being mailed on May 21, 1999 to
shareholders of record on May 18, 1999.
As of May 18, 1999 the Company acquired Communications Television,
Inc., a California corporation ("CTV") in exchange for 19,020,167 newly issued
shares of common voting stock of the Company, for the purpose of effecting a
tax-free reorganization pursuant to sections 351, 354 and 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended ("IRC") pursuant to the Agreement and
Plan of Reorganization (the "Reorganization Agreement") by and between the
Company, CTV and CTV shareholders. As a condition of the closing of the share
exchange transaction, certain shareholders of the Company cancelled 7,425,000
shares of common stock.
CTV is in the business of developing and operating extensive
subscriber-based virtual communities through the use of short form direct
response television ("DRTV") advertising, Internet, direct mail, and
telemarketing campaigns.
Pursuant to the Agreement, the Board of Directors of the Company shall
resign and be replaced with the designees of CTV set forth below, effective
approximately on the tenth day following the mailing of this informational
statement, and the current officers will resign upon the closing of the
transactions contemplated in the Reorganization Agreement (the "Closing"). The
current directors of the Company are John B. Quam, Laurie L. Quam and Judith F.
Harayda. This informational statement does not provide all of the information
regarding the Agreement. A copy of the Form 8-K describing the Agreement and the
transactions contemplated thereby is available upon request from the Company.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of May 18, 1999, the authorized capital stock of the Company
consists of 100,000,000 shares of Common Stock, par value $0.0001 per share of
which there were 3,356,500 shares issued and outstanding. Following the Closing,
there will be 22,376,667 shares issued and outstanding. Holders of shares of
Common Stock are entitled to one vote for each share on all matters to be voted
on by the stockholders. The following table sets forth the beneficial ownership
of the Company's Common Stock as of May 18, 1999 by each person known to the
Company to own more than five percent (5%) of the Company's Common Stock and by
each of the Company's current directors and nominees for election as directors,
and by all directors and officers of the Company as a group. The table has been
prepared based on information provided to the Company by each shareholder and
gives effect to the issuance of shares pursuant to the Agreement.
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<TABLE>
<CAPTION>
AMOUNT OF
NAME AND BENEFICIAL PERCENT OF
ADDRESS OWNERSHIP (1) CLASS (1)
- ------- ------------- ---------
<S> <C> <C>
David Baeza (1) 7,392,684 (2) 33.03%
Chief Executive Officer, President and Director
Stanton Dodson (1) 6,513,915 (3) 29.11%
Chairman
William Cooper (1) 551,044 (4) 2.46%
Chief Financial Officer,
Secretary and Director
John Cooper (1) 0 0%
Director
John and Laurie Quam(5) 1,200,000 5.63%
1977 S. Vivian Street
Lakewood, CO 80228
Judith F. Harayda 10,000 *
1977 S. Vivian Street
Lakewood, CO 80228
All Directors and Officers
as a Group (4 persons) 14,457,643 64.6%
- -------------------------------
</TABLE>
* Less than 1%
As used in this table, "beneficial ownership"is determined in accordance with
the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to the shares shown. Except as indicated
by footnote and subject to community property laws where applicable, to the
Company's knowledge the stockholders named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
(1) C/o Communications Television, Inc. address: 11872 La Grange Avenue, 2nd
Floor, Los Angeles, CA 90025.
(2) Based on 3,186,250 shares of common stock of CTV held by Mr. Baeza, and the
exchange ratio of 2.3201833 shares of New World for each share of common or
preferred stock of CTV.
(3) Based on 2,807,500 shares of common stock of CTV held by Mr. Dodson, and
the exchange ratio of 2.3201833 shares of New World for each share of
common or preferred stock of CTV.
(4) Based on 237,500 shares of common stock of CTV held by Mr. Cooper, and the
exchange ratio of 2.3201833 shares of New World for each share of common or
preferred stock of CTV.
(5) After cancellation of 7,425,000 shares held collectively by John and Laurie
Quam.
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DIRECTORS AND EXECUTIVE OFFICERS
Set forth below are the names of the three persons who will constitute the
Board of Directors, together with information concerning each person. There will
exist 2 vacancies on the Board of Directors. Each elected director will serve
until the Company's next annual meeting of shareholders or until his successor
shall be duly elected and shall qualify.
DAVID BAEZA: Age 33, has served as President and CEO of Communications
Television, Inc. since July 1998. After graduate school, Mr.
Baeza began his career at R.J.Gordon & Company (Inc. 500), a
leader in the information services industry. After leaving
R.J. Gordon, Mr. Baeza created a non-profit association for
the benefit of the information services industry. During his
tenure, he was also responsible for lobbying on Capitol Hill
on behalf of the industry, with a focus on amending the
Telecommunications Bill. Mr. Baeza left the association to
open up Los Angeles-based operations for Federal TransTel,
Inc. (FTT). Subsequently, Capital Gains, Inc. (CGI), a
start-up company specializing in psychic information
services recruited Mr. Baeza. At CGI, Mr. Baeza developed
the telephony infrastructure for the program, negotiated
vendor contracts, designed the television products, managed
billing and collection, and managed a staff of media buyers,
graphic designers and producers. Mr. Baeza graduated with a
B.S. in Finance from California Polytechnic University and
earned his MBA from Nova University, graduating summa cum
laude.
STANTON DODSON: Age 34, has been with CTV since July 1998. Mr. Dodson has
been actively involved in the entertainment industry for the
past seven years. He has secured venture capital, mezzanine
financing and long-term equity investments for a number of
entertainment software and information-based companies. Mr.
Dodson has been the President of Global MediaNet
Corporation, a Los Angeles- based holding company since its
inception in 1994. While at Global he has served as
Executive Producer and/or Producer on several multimedia
projects including Leonard Nimoy Science Fiction, Jack's
Adventure with Jim Varney (of Disney's "Ernest" fame), The
Bibles Greatest Stories: Old Testament and New Testament and
the Martha Stewart-endorsed Growing Good Roses with Ray
Reddell. As an executive with the Montreal, Canada-based
Mezzcap Financial Corporation ("MFC"), he supervised the
United States syndication of this merchant banking firm's
initial public offerings and secondary offerings for firms
in the computer software and natural resource industries. In
1991, Mr. Dodson formed Ichor Communications, Inc., which
successfully structured a series of private placement
offerings in the entertainment field. In addition, in 1994,
Mr. Dodson became a controlling principal of an NASD Broker
Dealer, which was subsequently sold in 1997. Mr. Dodson
studied finance at the University of South Carolina. He is
an active member of the Los Angeles Venture Capital
Association.
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JOHN COOPER: Age 39, has been a Director of CTV since April 1999, has
been the President and Chief Technical Officer of Allstate
Communications, Inc. (ACI) since 1997. Mr. Cooper joined ACI
(a privately held California corporation) in 1995 as its
Chief Operating Officer. ACI is a holding company
specializing in out- bound business-to-business
telemarketing, audiotext, and the development and marketing
of software to financial institutions through US Dataworks,
a Texas LLC. In 1985, Mr. Cooper joined Real-Share, Inc., a
data processing company that supplied transactional services
to TeleCheck franchises worldwide. Following Real-Share's
acquisition of TeleCheck Southwest in 1985, Mr. Cooper
continued as a software developer in Houston, Texas. In
1988, Mr. Cooper headed up the team that developed the
transaction processing system for the audiotext industry,
under the name Shared Global Systems, Inc. In 1989, Mr.
Cooper was named as the first President of Shared Global
Systems.
In 1992, TeleCheck franchises were bought by First Financial
Management (FFM). Mr. Cooper was promoted to Vice President
of Management of Information Services for TeleCheck while
still serving as the President of Shared Global Systems.
EXECUTIVE OFFICERS
Mr. Baeza will serve as the Company's Chief Executive Officer and
President, Mr. Dodson will serve as the Company's Chairman and William Cooper
will serve as the Company's Chief Financial Officer.
LEGAL PROCEEDINGS
None of the Company's directors, officers or 5% beneficial owners are
presently a party to any material legal proceeding.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Messrs. Baeza, Dodson, John Cooper and William Cooper have not been subject
to reporting requirements of Section 16(a) of the Exchange Act in fiscal year
ending December 31, 1998.
EXECUTIVE COMPENSATION
No executive officers received compensation in excess of $100,000 for
the year ended December 31, 1998.
Dated: May 18, 1999.
NEW WORLD PUBLISHING, INC.
/s/ John B. Quam
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John B. Quam, Chairman of
The Board of Directors
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