PROXY STATEMENT
PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MONUMENT GALLERIES, INC.
(Name of Registrant as Specified In its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-
11.
(1) Title of each class of securities to which transaction applies: Common
Stock; Preferred Stock
(2) Aggregate number of securities to which transaction applies: Common
Stock: Not Applicable
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): Not Applicable
(4) Proposed maximum aggregate value of transaction: Not Applicable
(5) Total fee paid: None
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ____________________.
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party: ______________________________.
(4) Date Filed:_________________________________.
<PAGE>
MONUMENT GALLERIES, INC.
3225 East 2nd Avenue
Denver, Colorado 80206
April 17, 2000
To Our Shareholders:
You are cordially invited to attend the Special Meeting of
Shareholders of Monument Galleries, Inc. (the "Company") to be held at 9:00
a.m., local time, on Friday, April 28, 2000 in the Auditorium (Lower
Level), located at 5680 Greenwood Plaza Boulevard, Englewood, Colorado
80111, in the Triad Office Building Complex.
This Special Meeting of Shareholders will also serve as the annual
meeting of shareholders for 2000. You will also be asked to consider an
important proposal to amend the Company's Articles of Incorporation to
change the name of the Company to "Real Estate Opportunities, Inc." At the
meeting, shareholders will also elect two directors of the Company.
After careful consideration, your Board of Directors has unanimously
recommended approval of the proposed name change, and the Board of
Directors unanimously recommends that you vote FOR the two nominees for
election to the Company's Board of Directors.
The accompanying Proxy Statement provides detailed discussion of the
proposed name change, together with information about the background and
experience of the Company's current Board of Directors, all of which have
been nominated to continue as members of the Company's Board of Directors.
Whether or not you plan to attend this Special Meeting, please sign,
date and return your proxy promptly in the enclosed envelope. If you
attend the Special Meeting, you may vote your shares in person even if you
have previously submitted a proxy. EVERY VOTE IS IMPORTANT.
Sincerely yours,
/S/ F. JEFFREY KRUPKA
F. Jeffrey Krupka, Chairman
<PAGE>
MONUMENT GALLERIES, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 2000
Notice is hereby given that a Special Meeting of Shareholders (the
"Special Meeting") of Monument Galleries, Inc., a Colorado corporation (the
"Company") will be held on Friday, April 28, 2000 in the Auditorium (Lower
Level), located at 5680 Greenwood Plaza Boulevard, Englewood, Colorado
80111, in the Triad Office Building Complex, commencing at 9:00 a.m. local
time for the following purposes:
1. To consider and vote upon a proposal to amend the Company's
Articles of Incorporation to change the name of the Company to "Real Estate
Opportunities, Inc."
2. To elect two members to the Board of Directors of the Company.
3. To ratify the selection of Cordovano and Harvey, P.C. as the
Company's independent accountants for the fiscal year ending January 31,
2001.
4. To consider and vote upon such other matters as may properly be
presented for action at the meeting or any adjournment of the meeting.
All shareholders are cordially invited to attend the meeting, although
only shareholders of record at the close of business on April 6, 2000 will
be entitled to vote. Every vote is important. All shareholders of
the Company, without regard to whether they expect to attend the
Special Meeting in person, are requested to complete, date, sign
and return the enclosed proxy in the accompanying envelope. Prior to the
actual voting of a proxy, IT MAY BE REVOKED by the person executing such
proxy at any time prior to its exercise, by delivering written notice of
revocation to the Company's Secretary, by delivering a duly executed proxy
bearing a later date or BY VOTING IN PERSON AT THE SPECIAL MEETING.
By Order of the Board of Directors,
/S/ F. JEFFREY KRUPKA
F. Jeffrey Krupka, Chairman
YOUR VOTE IS IMPORTANT
SHAREHOLDERS ARE URGED TO DESIGNATE THEIR CHOICE AS TO EACH OF THE MATTERS
TO BE ACTED UPON, AND TO DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ENVELOPE PROVIDED. YOUR PROMPT RETURN OF THE PROXY WILL HELP ASSURE A
QUORUM AT THE MEETING AND AVOID ADDITIONAL COMPANY EXPENSE FOR FURTHER
SOLICITATION.
<PAGE>
MONUMENT GALLERIES, INC.
3225 East 2nd Avenue
Denver, Colorado 80206
___________________
PROXY STATEMENT
___________________
SPECIAL MEETING OF SHAREHOLDERS
OF
MONUMENT GALLERIES, INC.
TO BE HELD APRIL 28, 2000
The enclosed Proxy is solicited by and on behalf of the Board of
Directors of Monument Galleries, Inc. (the "Company") for use at the
Company's Special Meeting of Shareholders (the "Special Meeting") to be
held at 9:00 a.m., local time, on Friday, April 28, 2000, in the Auditorium
(Lower Level), located at 5680 Greenwood Plaza Boulevard, Englewood,
Colorado 80111, in the Triad Office Building Complex.
This Proxy Statement and the accompanying Form of Proxy will be mailed
to registered holders of the Company's Common Stock on April 17, 2000.
Some of the officers and regular employees of the Company, without
additional compensation, may solicit proxies personally or by telephone, if
necessary or desirable.
Shareholders who execute Proxies for the Special Meeting may revoke
their Proxies at any time prior to their exercise, by delivering written
notice of revocation to the Company's Secretary, by delivering a duly
executed Proxy bearing a later date, or by attending the meeting and voting
in person.
If the enclosed Proxy is properly executed and returned in time to be
voted at the Special Meeting, the shares represented thereby will be voted
in accordance with the instructions contained in such Proxy. Executed
Proxies that contain no instructions will be voted (1) FOR approval of an
amend the Company's Articles of Incorporation to change the name of the
Company to "Real Estate Opportunities, Inc." (2) FOR the election of F.
Jeffrey Krupka to the Board of Directors, (3) FOR ratification of the
selection of Cordovano and Harvey, P.C. as the Company's independent
accountants for the fiscal year ending January 31, 2001, and (4) in the
discretion of the person or persons voting the Proxy on behalf of the
Company's Board of Directors with respect to such other matters as may
properly come before the meeting.
The cost of the Special Meeting, including the cost of preparing and
mailing this Proxy Statement, will be borne by the Company.
The Company maintains its principal offices at 3225 East 2nd Avenue,
Denver, Colorado 80206.
VOTING RIGHTS AND VOTE REQUIRED
Only shareholders of record at the close of business on April 6, 2000
will be entitled to vote at the Special Meeting. As of April 6, 2000,
there were 1,127,625 shares of the Company's Common Stock and no shares of
the Company's Preferred Stock issued and outstanding. Each issued share of
the Company's Common Stock entitles its record owner to one vote on each
matter to be voted upon at the Special Meeting.
The presence in person or by proxy of the holders of a majority of the
issued and outstanding capital stock of the Company which are entitled to
be voted at the Special Meeting will constitute a quorum for the
transaction of business at the Special Meeting. If a quorum is present,
ratification and approval of all issues expected to be voted upon will
require the affirmative vote of a majority of the shares represented at the
meeting voting upon each such issue.
PRINCIPAL HOLDERS OF VOTING SECURITIES
Information as to the name, address and holdings of each person known
by the Company to be the beneficial owner of more than 5% of its common
stock as of April 6, 2000, is set forth below. Beneficial ownership of
common stock has been determined for purposes of this table based on Rule
13d-3 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934. Under this rule, a person is, in general,
deemed to be the beneficial owner of a security if the person has or shares
voting power or investment power in respect of such security or has the
right to acquire beneficial ownership of the security within sixty (60)
days.
Members of management intend to vote all shares of common stock held
by them respectively FOR the proposal to amend the Company's Articles of
Incorporation to change the name of the Company to "Real Estate
Opportunities, Inc."
Amount of
Name and Address Common Stock Percent
of Beneficial Owner Beneficially Owned of Class
___________________ __________________ _________
Arthur W. Zarlengo
Revocable Trust
Dated 9/24/98
621 17th Street
Suite 911
Denver, CO 80202 159,474 14.14%
Nancy M. Miller
470 Sunrise Drive
Golden, CO 80401 159,474 14.14%
F. Jeffrey Krupka (1)(2)
3225 East 2nd Avenue
Denver, CO 80206 156,714 (3) 13.89%
Janet Brophy (3)
3225 East 2nd Avenue
Denver, CO 80206 156,714 (4) 13.89%
Cynthia Kettl (1)(2)
3225 East 2nd Avenue
Denver, CO 80206 6,945 .61%
______________________
Officers and Directors
as a Group (2 persons) 320,373 (4) 28.41%
(1) Director of the Company
(2) Officer of the Company
(3) Wife of F. Jeffrey Krupka
(4) Includes 156,714 shares owned directly by Mr. Krupka and 156,714 shares
owned by his wife, Janet Brophy. F. Jeffrey Krupka disclaims beneficial
ownership of 6,945 additional shares which are owned by his father, Frank
K. Krupka.
BOARD RECOMMENDATION
The Company's Board of Directors believes that the proposed amendment
to change the name of the Company to Real Estate Opportunities, Inc. is in
the best interests of the Company, in view of the change of focus in the
Company's business affairs contemplated as a result of the acquisition Real
Estate Opportunities, Inc., a Colorado corporation as a wholly owned
subsidiary of the Company. The Company's Board of Directors therefore
recommends to the shareholders of the Company that they vote FOR such
proposal.
FINANCIAL AND OTHER INFORMATION
The Company incorporates by this reference its most recent report
filed on Form 10-K for the fiscal year ended January 31, 2000, together
with its reports filed on Form 8-K dated March 17, 2000 and April 14,
2000, respectively. The Company will provide, without charge, to each
person to whom a proxy statement is delivered, a copy of any and all
information that has been incorporated by reference in this Proxy
Statement.
ELECTION OF DIRECTORS
At the present time, the Company's Board of Directors consists of two
members, each of whom are nominees for election to the Board of Directors
at the forthcoming Special Meeting.
If elected, each nominee for the Board of Directors will serve until
the next annual meeting of shareholders or until his or her successor has
been duly elected and qualified, unless for some reason he or she should
resign or be removed prior to such time.
A shareholder using the enclosed form of Proxy may vote for all or any
of the nominees for election as directors set forth on the Proxy, or
withhold voting authority for all or any of such nominees. In the event
any nominee shall be unable or unwilling to serve as a director, proxies
will be voted for such substitute nominees, if any, as shall be designated
by the Board of Directors. Management of the Company has no reason to
believe that any nominee will be unable or unwilling to serve as a
director.
The following table sets forth the name and age of each nominee, the
year in which he or she became a director of the Company and his or her
current position with the Company. Each of the nominees appearing below is
presently serving as a director of the Company.
<TABLE>
<CAPTION>
<C> NAME <C>AGE <C>YEAR BECAME <C> POSITION WITH
DIRECTOR COMPANY
F. Jeffrey Krupka 44 1999 President, Director
& Chairman of the
Board
Cynthia Kettl 52 2000 Secretary, Treasurer
& Director
</TABLE>
The following descriptions set forth a brief account of the business
experience of each of the nominees for director of the Company:
F. JEFFREY KRUPKA. F. Jeffrey Krupka, age 44, serves as President and
Chairman of the Board of Directors of the Company, positions he has held
since September 13, 1999. After working as a real estate broker from 1975
through 1985, Mr. Krupka began his distinguished career in the financial
services industry in 1986 when he established Krupka and Associates, a sole
proprietorship engaged in the purchase of loans. Mr. Krupka has
substantial experience in secured financing of real estate. He owns Krupka
and Associates, LLC, a private investing firm and serves as Manager of
Platinum Financial Fund, LLC, a specialized investing firm.
CYNTHIA KETTL. Cynthia Kettl, age 52, serves as Secretary, Treasurer
and a Director of the Company. Ms. Kettl has served as Treasurer since
September 13, 1999 and recently was elected to fill the vacancy created by
the resignation of Zonni Bernstein as director of the Company on April 4,
2000. Ms. Kettl was appointed as Secretary of the Company on April 4,
2000. Ms. Kettl has over 20 years experience in the accounting field, with
particular emphasis on budget analysis, cost accounting and financial
analysis. She has work experience in the manufacturing, cable television
and service industries. Ms. Kettl obtained an Associates Degree from Front
Range Community College in 1977 and a Bachelor of Science Degree in
Business Management from Metropolitan State College in 1981 and a degree in
accounting from Metropolitan State College in 1998.
LEGAL PROCEEDINGS
Currently there are no material legal proceedings pending or
threatened against the Company or its assets.
AUDITORS
Cordovano and Harvey, P.C. served as independent auditors of the
Company in connection with the audit of its financial statements for the
fiscal year ended January 31, 2000.
OTHER MATTERS
The Board of Directors does not know of any other matters which may
come before the meeting. However, if any other matters are properly
presented to the meeting, it is intended that the persons named in the
enclosed Proxy will vote in accordance with their judgment on such matters.
Please sign and return promptly the enclosed Prosy in the envelope
provided. The signing of a Proxy will not prevent your attending the
meeting and voting in person.
By Order of the Board of Directors,
/S/ F. JEFFREY KRUPKA
F. Jeffrey Krupka, Chairman
Denver, Colorado
April 17, 2000
SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD IN THE ENVELOPE PROVIDED, TO WHICH POSTAGE HAS BEEN AFFIXED.
YOUR PROMPT RETURN OF THE PROXY WILL HELP ASSURE A QUORUM AT THE MEETING
AND TO AVOID ADDITIONAL COMPANY EXPENSES FOR SOLICITATION.
<PAGE>
SPECIAL MEETING OF SHAREHOLDERS
OF
MONUMENT GALLERIES, INC.
TO BE HELD APRIL 28, 2000
_________
PROXY
_________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
KNOW ALL MEN BY THESE PRESENTS: that the undersigned shareholder of
Monument Galleries, Inc. hereby constitutes and appoints F. Jeffrey Krupka
and Cynthia Kettl or either of them, as attorneys and proxies, each with
the power to appoint his or her substitute, and hereby authorizes them to
represent and vote, as designated below, all of the Common Shares of
Monument Galleries, Inc. (the "Company"), which the undersigned is entitled
to vote at the Special Meeting of Shareholders of the Company to be held on
April 28, 2000, and at any and all adjournments of such meeting, with
respect to the matters set forth below and described in the Notice of
Special Meeting dated April 17, 2000 and accompanying Proxy Statement,
receipt of which is acknowledged.
1. To approve the proposal whereby the Company's Articles of
Incorporation will amended to change the name of the Company to "Real
Estate Opportunities, Inc."
FOR AGAINST ABSTAIN
2. Election of Directors: (Two directors to be elected)
F. Jeffrey Krupka ___FOR ___WITHHOLD AUTHORITY
Cynthia Kettl ___FOR ___WITHHOLD AUTHORITY
___ABSTAIN
Write In Candidate:____________________________________.
3. To ratify the selection of Cordovano and Harvey, P.C. as the
Company's independent accountants for the fiscal year ending January 31,
2001.
____YES ____NO
4. In their discretion, the persons appointed as proxies are
authorized to vote upon such other business as may properly come before the
Special Meeting and any adjournments of the Special Meeting.
____YES ____NO
This proxy, when properly executed, will be voted in the manner
directed above by the undersigned shareholders. IF NO INDICATION IS MADE,
THIS PROXY WILL BE VOTED FOR APPROVAL OF THE PROPOSAL WHEREBY THE COMPANY'S
ARTICLES OF INCORPORATION WILL BE AMENDED TO CHANGE THE NAME OF THE COMPANY
TO "REAL ESTATE OPPORTUNITIES, INC." FOR THE ELECTION OF EACH OF THE
NOMINEES FOR DIRECTOR, FOR THE RATIFICATION OF THE SELECTION OF CORDOVANO
AND HARVEY, P.C. AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL
YEAR ENDING JANUARY 31, 2001, AND THE PERSONS NAMED AS PROXIES WILL
EXERCISE THEIR DISCRETION WITH RESPECT TO ACTION ON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE SPECIAL MEETING OF SHAREHOLDERS.
Please mark, date, and sign exactly as you name appears on your share
certificate representing shares of common stock of the Company. When
shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title or capacity. If a corporation, please type the full corporate
name and sign by the president or other authorized officer. If a
partnership, please type the full partnership name and sign by an
authorized person.
Dated:______________ __________________________________
Signature
Dated:______________ __________________________________
Signature if held jointly
Number of Shares Owned:_________________________
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