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EXHIBIT 99.13
V-TWIN HOLDINGS, INC.
(FORMERLY V-TWIN ACQUISITIONS, INC.)
1707 H Street, NW
Suite 200
Washington, DC 20006
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
INTRODUCTION
This Information Statement is being mailed on or before August 20, 2000, to
holders of record on July 31, 2000, of shares of Common Stock, $.001 par value
("Common Stock"), of V-Twin Holdings, Inc., a District of Columbia corporation
(the "Company"), pursuant to the By-Laws of the Company. This Information
Statement is being delivered to provide information regarding the voting for by
the shareholders for the membership of the board of directors of the Company.
Enclosed herewith is the last 10-K Annual Report dated June 30, 1999, as filed
with the Securities and Exchange Commission.
The Annual Meeting of the Shareholders of the Company will be held on August 31,
2000, at the Holiday Inn, 1000 Sully Road, Sterling, Virginia, at 10:00 am.
The matters to be considered and voted upon at the Annual Meeting are limited to
the following.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY
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1. INDIVIDUALS SLATED FOR ELECTION TO THE COMPANY'S BOARD OF DIRECTORS
The following table sets forth certain information with respect to the proposed
members of the Board of Directors of the Company, who will continue to serve, as
they did during the 1999-2000 fiscal year. There are no changes:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES AGE
BENEFICIALLY OWNED
<S> <C> <C>
Ted Schwartzbeck 850,135 38
c/o Cycle Sport
632 Grant Street
Herndon, VA 20170
Jay Pignatello 295,545 30
c/o Cycle Sport
632 Grant Street
Herndon, VA 20170
David Settle - 0 - 39
c/o Cycle Sport
632 Grant Street
Herndon, VA 20170
Richard Paone - 0 - 40
c/o Cycle Sport
632 Grant Street
Herndon, VA 20170
</TABLE>
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY
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Ted L. Schwartzbeck - Has been the Company's Chairman of the Board and CEO since
its inception. For the past 15 years he has been vice president of Century Steel
Products, Inc., a specialty steel manufacturer in Sterling, Virginia. He studied
at the University of Miami prior to beginning his business career.
Richard J. Paone - Serves as the Company's President and Director. Mr. Paone was
the Managing Director of Investment Banking and Syndication at LT Lawrence & Co.
from 1995 to 1998; Vice President of Investment Banking with Coleman & Company
and RAS Securities during 1994 and 1995; Vice President of Investment
Banking/Leveraged Buyouts with Weatherly Financial Group from 1992 to 1994; and
Vice President of Investment Banking/Mergers & Acquisitions with Henry Ansbacher
from 1988 to 1991. From 1984 to 1988 Mr. Paone founded and operated a direct
marketing business that he later sold. Mr. Paone received a Masters of Business
Administration in Banking and Financial Markets from Adelphi University and a
Bachelor of Arts in Economics from the State University of New York at Stony
Brook.
David L. Settle - Has served on the Company's Board of Directors since its
inception and acts as its Executive Vice President of Operations. He has served
with the U.S. State Department for several years as Supervisor of Foreign
Embassy Elevator Maintenance, coordinating and supervising a substantial field
service force. Mr. Settle raced motocross motorcycles in Maryland and won
several prestigious races from 1974 through 1994, from age 13 through age 33. He
completed his racing days with the #5 plate in the Seniors class in the State of
Maryland.
A. Jay Pignatello - Serves as the Company's Executive Vice President, Secretary
and has been a Director since the Company's inception. He graduated from the
University of Pennsylvania in 1992, and worked as a legal assistant for the law
firms of Arent, Fox and Reed, Smith in Washington DC from 1992 to 1996. From
1996 to 1998 Mr. Pignatello worked with US Insurance Brokers, Inc. as a Vice
President.
2. The retention of Kaufman Davis, PC as independent auditor for the year
ending June 30, 2000.
SECURITY OWNERSHIP OF 5% BENEFICIAL OWNERS AND MANAGEMENT
As of July 31, 2000, there were 4,112,833 shares of Common Stock (par value
$.001) of the Company issued and outstanding of V-Twin. The following table sets
forth as of July 15, 1999, the name and address of each person who, to the
knowledge of the Company, owned beneficially more than 5% of the shares of
Common Stock deemed outstanding at such date, the number of shares owned by each
such persons and by each of the current directors and by the current directors
and executive officers of the Company as a group, and the nature of such
ownership, and the percentage of the outstanding shares of Common Stock
represented thereby.
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<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
NAME AND ADDRESS TITLE OF CLASS BENEFICIALLY OWNED OF CLASS
<S> <C> <C> <C>
Ted Schwartzbeck Common Voting 850,135 21%
c/o Cycle Sport
632 Grant Street
Herndon, VA 20170
Jay Pignatello Common Voting 295,545 7%
c/o Cycle Sport
632 Grant Street
Herndon, VA 20170
</TABLE>
There are no additional persons or entities that are known to be the beneficial
owner of more than 5% of the Company's single class of shares.
OFFICERS
The following sets forth certain information as to the current directors,
executive officers and significant employees of the Company.
TED L. SCHWARTZBECK, Chairman and CEO
RICHARD J. PAONE, President
DAVID L. SETTLE, Executive Vice President
A. JAY PIGNATELLO, Executive Vice President and Secretary
The Company has no standing audit, nominating or compensation committees of the
Board of directors, or committees performing such similar functions. The Company
anticipates creating an audit committee once a five-member board of the Company
is established in the coming year
The Company's Board of Directors held two formal meetings during the fiscal year
ended June 30, 2000. No director of V-Twin attended less than 75% of the
aggregate number of meetings of the Board of Directors during such fiscal year.
COMPENSATION AND OTHER INFORMATION CONCERNING EXECUTIVE OFFICERS
Compensation of Executive Officers and Directors
Mr. Settle and Mr. Pignatello receive compensation from the Company in their
capacities as Officers of the Company. The Directors contemplate receiving a
moderate compensation package for their efforts upon the completion of the
purchase of a sufficient number of dealerships to justify such compensation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
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Restricted All
Name Year Salary Bonus Other stock awards Other
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<S> <C> <C> <C> <C> <C> <C>
Ted Schwartzbeck 2000 -0- -0- -0- -0- -0-
Richard Paone 2000 -0- -0- -0- -0- -0-
Jay Pignatello 2000 $70,000 -0- -0- -0- -0-
David Settle 2000 $70,000 -0- -0- -0- -0-
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</TABLE>
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No officer or director has received any other remuneration. Until the Company
acquires additional capital, it is not intended that any officer or director
other than Mr. Settle and Mr. Pignatello will receive compensation from the
other than reimbursement for out-of-pocket expenses incurred on behalf of the
Company.
The Company has no stock option, retirement, pension, or profit-sharing programs
for the benefit of directors, officers, or other employees at this time, but the
Board of Directors may recommend adoption of one or more such programs in the
future, as the creation of a stock option plan was previously approved by the
shareholders of the Company at the first annual meeting on August 31, 1998. The
Company was a private company at August 31, 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related Transactions
There are not any related party transactions to be reported.
Legal Proceedings
The Company is currently a party in two legal proceedings. The Company filed a
motion to dismiss and a motion for sanctions with respect to a claimed trademark
infringement, and the Company expects this case to be resolved shortly without
major cost to the Company as the Company insurance will cover the costs
associated with this litigation should the Company not win the motion to
dismiss. Secondly, the Company is a party to a Department of Motor Vehicle
complaint in the State of Texas regarding a motorcycle manufacturer problem, and
the Company has been advised that its maximum liability in this case will not
exceed $7,000.
No director, officer, or affiliate of the Company, and no owner of record or
beneficial owner of more than five percent (5%) of the securities of the
Company, or any associate of any such director, officer, or security holder is a
party adverse to the Company or has a material interest adverse to the Company
in reference to pending litigation.
This Information Statement is provided to you for information purposes only. No
action on your part is sought or required.
August 16, 2000
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