MATHY CORPORATION
2851 S. Parker Road, Suite 720
Aurora, Colorado 80014
COMMISSION FILE NUMBER 000-24447
INFORMATION 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 March 11, 1999 to holders of
record on March 9, 1999, of the shares of Common Stock, par value $.001 per
share (the "Common Stock") of Mathy 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 March 23,
1999.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement (the "Agreement") between the
Company and The Cooper Memphis Group, Inc., a California corporation ("CMG"),
the Company has agreed to acquire all of CMG's issued and outstanding shares
of common stock (collectively, the "CMG Stock") in exchange for an aggregate
of 15,750,000 "restricted" shares of the Company's Common Stock (the
"Transaction"). CMG, which has a wholly owned subsidiary "DrivingAmerica.com,
Inc.", is a marketer of database information related to automotive marketing
under the name "Automotive Consumer Services." The initial database is
comprised of new vehicle information, including specifications and dealer
vehicle costs, which are sold to consumers in the form of printed vehicle
reports. In turn, the consumers who purchase the reports, along with their
behavioral characteristics, become the source of a secondary, marketed
database of consumer information to several manufacturers of automobiles,
local dealer referral programs and affinity groups. CMG is based in Irvine,
California.
CMG intends to expand operations into other logically related and
lucrative services related to the acquisition of an automobile. At the same
time, it expects to develop Internet technology to facilitate the expansion
of the list of services to include other auto-related financial services.
As of the date of this Information Statement, there are 500,000 shares
of the Company's Common Stock issued and outstanding. As part of the terms
of the proposed Transaction, the Company will undertake a forward split of
its issued and outstanding common stock whereby 3.5 shares of common stock
will be issued in exchange for each share then outstanding, in order to
establish the number of issued and outstanding common shares at closing to
be 1,750,000. Accordingly, if all of the issued and outstanding shares of
CMG Stock are exchanged for the Company's Common Stock, the holders thereof
will own 90% of the Company's 17,500,000 shares of Common Stock which would
then be issued and outstanding. In addition, as a prior condition to
closing, CMG is undertaking a private offering of convertible notes of up
to $2,000,000. In order to close, CMG must raise up to $1,000,000, and the
Company has agreed to reserve an aggregate of 364,964 additional shares (post
forward split) upon conversion of the minimum financing. Any additional
shares underlying the conversion will be issued subsequent to closing.
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Upon consummation of the Transaction, the Company's current officers and
directors will resign and will be replaced by Directors and Officers selected
by CMG's management (see "Directors and Executive Officers and Related
Transactions"). The Company will also change its fiscal year end from March
31 to December 31, in order to coincide the Company's fiscal year end with
that of CMG.
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 March 22, 1999, 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.
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 report 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.
No. of Percentage
Name Shares Owned Ownership
Andrew I. Telsey 325,000 65%
Darlene D. Kell 25,000 5%
All Officers and 350,000 70%
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.
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Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
Charles M. Davis CEO/President, Director 8,032,500 45.9%
192 Stonecliff Aisle
Irvine, CA 92614
Aaron Block Vice President, Director 3,543,750 20.3%
20912 Coventry Lane
Lake Forest, CA 92630
Daryl L. Travis Director 3,150,000 18%
910 Lake Shore Dr.
Chicago, IL 60611
Joseph A. Spano Vice President, Director 393,750 2.3%
10 Via Ricasol
#B-404
Irvine, CA 92612
John M. Davis Director 472,500 2.7%
315 Union Ave.
Steubenville, OH 43952
John B. Rock Director 157,500 1%
111 Swallowtail Lane
Okemos MI 48864
All Proposed Directors 15,750,000 90%
and Officers as a
Group (6 persons)
______________________
Mr. Charles Davis and John Davis are brothers. No other family
relationship exists between the prospective officers and directors of the
Company.
Directors and Executive Officers and Related Transactions
The Directors and Officers of the Company as of the date of this report
are as follows:
Name Age Position
Andrew I. Telsey 45 President, Director
Darlene D. Kell 53 Secretary, Director
Resumes:
Andrew I. Telsey, President and a director. Mr. Telsey has held his
positions with the Company since its inception. From 1984 through the
present, Mr. Telsey has been employed by Andrew I. Telsey, P.C., Aurora,
Colorado, a professional corporation engaged in the practice of law,
emphasizing securities law, mergers, acquisitions and general business
matters. This firm is also legal counsel to the Company. Mr. Telsey
received a Juris Doctor degree from Syracuse University College of Law in 1979
and a Bachelor of Arts degree from Ithaca College in 1975. 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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Darlene D. Kell, Secretary. Ms. Kell has held her position with the
Company since March 1996. Since September 1994, Ms. Kell has been employed
as a paralegal and office manager for two attorneys located in Aurora,
Colorado, including Mr. Telsey. Prior, from October 1993 to August 1994, Ms.
Kell was employed as a paralegal/office manager for Wherry & Wherry, P.C., a
law firm located in Denver, Colorado. From May 1993 to September 1993, Ms.
Kell was self-employed, offering free-lance secretarial, paralegal and
bookkeeping services in Denver, Colorado. Prior thereto, from January 1993
through May 1993, Ms. Kell was employed as a paralegal/office manager for A.
Thomas Tenenbaum, P.C., Denver, Colorado and with Dihle & Co., P.C., Denver,
Colorado, from July 1991 through December 1992. She devotes only such time
as necessary to the business of the Company, which is not expected to exceed
10 hours per month.
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
Charles M. Davis 41 CEO/President, Director
Aaron Block 65 Vice President, Director
Joseph A. Spano 38 Vice President, Director
Daryl L. Travis 46 Director
John M. Davis 37 Director
John B. Rock 55 Director
Resumes:
Charles M. Davis is the co-founder of CMG, which was incorporated in 1994
and is currently President, Chairman and CEO of CMG. A description of CMG's
business is included in the section above entitled "Background of Transaction
and Change in Control." Mr. Davis received a Bachelor of Science degree from
the University of Steubenville in 1979. Upon assumption of his positions with
the Company, it is expected that Mr. Davis will devote substantially all of
his time to the business of the Company.
Aaron Block is a co-founder of CMG, the founder of DrivingAmerica.com,
Inc., a wholly owned subsidiary of CMG, and will become a Vice President and
a director of the Company if and when the proposed Transaction is successfully
consummated. Since 1994, Mr. Block has been President of MD Information
Systems, Inc., a California corporation based in Irvine, CA. MD Information
Systems, Inc. designs and develops Internet and intranet web sites. Upon
assumption of his positions with the Company, Mr. Block is expected to devote
approximately 90% of his business time to the Company.
Daryl L. Travis will become a director of the Company upon the successful
closing of the Transaction. Since 1994, Mr. Travis has been President and CEO
of Arian, Lowe & Travis, an advertising agency located in Chicago, Illinois.
Upon closing of the proposed Transaction, it is anticipated that Mr. Travis
will devote only such time as necessary to the business of the Company, which
is not expected to exceed 10% of his business time.
Joseph A. Spano will become a Vice President and a director of the
Company upon closing of the proposed Transaction. Since October 1998, Mr.
Spano has been Vice President and Chief Operating Officer of CMG. Prior,
from June 1997 through October 1998, Mr. Spano was Chief Financial Officer of
Kemper, Lesnik Communications, Inc., Chicago, Illinois, a public relations
firm. From October 1994 through June 1997, Mr. Spano was Chief Financial
Officer for Keeshin Charter Services, a charter bus company located in
Chicago, Illinois. Mr. Spano received a Bachelor of Science degree in
Education from the University of Illinois in 1982 and a Masters degree in
finance from Depaul University in 1984. Upon closing of
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the proposed Transaction, Mr. Spano is expected to devote substantially all
of his business time to the Company.
John M. Davis will become a director of the Company upon closing of the
proposed Transaction. Since 1994, Mr. Davis has been Vice President of CJ's
Restaurant, Steubenville, Ohio, a full service restaurant. Mr. Davis received
a Bachelor of Science degree from the University of Steubenville in 1983.
Upon closing of the proposed Transaction, it is expected that Mr. Davis will
devote only such time as necessary to the business of the Company, which is
not expected to exceed 10% of his business time.
John B. Rock will become a director of the Company upon closing of the
proposed Transaction, as well as Chairman of the Company's Board of Directors.
Mr. Rock retired in January 1995. Prior, from January 1994 through December
1995, Mr. Rock was Vice President of Oldsmobile, a division of General Motors,
as well as a Vice President of General Motors, Lansing, Michigan. Mr. Rock
received a B.A. Degree in Psychology from Minnesota University in 1960. Upon
closing of the proposed Transaction, it is expected that Mr. Rock will devote
only such time as necessary to the business of the Company, which is not
expected to exceed 10% of his business time.
Compensation
During the last fiscal year, Mr. Charles M. Davis drew $150,000 in
salaries or other compensation. It is anticipated that Mr. Charles M. Davis
will draw a salary of $150,000 per year following the closing of the
Transaction proposed herein. No other member of prospective management is
expected to receive aggregate compensation in excess of $100,000 during the
next fiscal year of the Company.
CMG may 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 or CMG.
Related Party Transactions
Since inception of CMG, Mr. Charles Davis, CEO, President and a director
of the Company, has loaned CMG $500,000. This loan is due upon demand and
draws interest at the rate of 8% per annum. In addition, Mr. Travis has
loaned CMG $300,000, which loan is also due upon demand and accrues interest
at the rate of 8% per annum. Mr. John Davis has loaned CMG the principal
amount of $15,000, which is also due upon demand and accrues interest at the
rate of 8% per annum.
As of the date hereof, no other related party transactions exist between
CMG 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
March 31, 1998, the Directors held one meeting of the Board of Directors.
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Compensation of Directors and Executive Officers
The Company's officers and directors have not been paid a salary during
the fiscal year ended March 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
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 all filing requirements applicable to Officers, Directors and greater
than 10% beneficial owners were complied with.
Dated: March 11, 1999.
MATHY CORPORATION
s/Andrew I. Telsey
Andrew I. Telsey, President
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