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OAK BROOK CAPITAL I, INC.
360 Thames Street
Newport, Rhode Island 02840
Information Statement
Pursuant To Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 Thereunder
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INTRODUCTION
This Information Statement is being mailed on or before August 2, 1999, to
holders of record on June 26, 1999, of shares of Common Stock ("Common Stock")
of Oak Brook Capital I, Inc., a Colorado corporation (the "Company"). This
Information Statement is being delivered to provide information regarding
anticipated changes in the membership of the Board of Directors of the
Company, and is provided for information purposes only. No action on your
part is sought or required.
On August 2, 1999, the Company will sign a Plan of Merger Agreement (the
"Plan") with AEI Environmental, Inc., a Delaware corporation ("AEI") whereby
AEI shareholders will agree to receive one (1) share of newly issued common
stock of the Company (the "Shares") for every one (1) share of AEI each
respective AEI shareholder holds. The transaction with AEI will be a private
placement transaction in reliance upon an exemption from registration under
the Securities Act of 1933.
The transaction will result in a change in control of the Company because
following its exchange of the Shares, AEI shareholders will own approximately
97.2% of the issued and outstanding Common Stock of the Company.
AEI is acquiring control of the Company in anticipation of operating as a
Section 12 fully reporting company, pursuant to the rules and regulations
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") AEI
is an organization devoted to providing fully integrated environmental and
operational control systems that address critical issues facing livestock
growers. AEI focuses attention on cost effective solutions to improve a
growers bottom line.
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The obligation of AEI to consummate the Plan and accompanying transactions is
subject to the satisfaction of certain conditions. One such condition to the
obligations of AEI is that Mark T. Thatcher and Gerard Werner resign their
positions as directors and officers of the Company at the time of closing
under the Plan after taking any and all steps necessary to appoint certain
persons designated by AEI to become directors of the Company.
DESIGNEES OF AEI
TO THE COMPANY'S BOARD OF DIRECTORS
The following table sets forth certain information with respect to the persons
designated by AEI to be appointed to the Company's Board of Directors.
<TABLE>
<CAPTION>
Name and Beneficially
Address Age Owned Shares
<S> <C> <C>
Ed McMillan 5.37%
11578 Trail Ridge Place
Zionville, IN
Thomas F. Taft, Sr. 7.64%
P.O. Box 1766
Greenville, NC
Mark Margason 2.89%
105 E. First Street
Hinsdale, IL
Greg Ransdell 4.81%
215 Bluegrass Road
Suite C, Franklin, KY
John T. Zick 2.46%
708 E. Woodland Avenue
Hinsdale, IL
Robert Wagner 4.54%
215 Bluegrass Road, Suite C
Franklin, KY
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OFFICERS
The names, titles and address of the persons who, upon the effective date of
the Plan, shall constitute the officers of Oak Brook, and who shall hold
office, subject to the By-Laws, until the first meeting of directors following
the next annual meeting of shareholders, are as follows:
Name Title Address
Greg Ransdell Chief Executive Officer 215 Bluegrass Road, Suite C
Franklin, KY 42135
Mark Margason Vice Chairman 105 E. First Street, Suite 101
Hinsdale, IL 60521
Robert Wagner Secretary; 215 Bluegrass Road, Suite C
Treasurer Franklin, KY 42135
</TABLE>
Biographical Information:
Greg Ransdell:
Mr. Ransdell, a co-founder of the company, was the General Manager of U.S.
operations for Vall, Inc. the 25th largest swine grower in the United States.
Mr. Ransdell is the past General Manager of Prestage Farms, a privately-held
feed mill and swine integrator with 15,000 sows in Mississippi. Mr. Ransdell
was a Director of Production Services for Choctaw Maid Farms, a vertically
integrated poultry grower and processor of 2 million birds per week. Mr.
Ransdell has served as Senior Vice President of Valley Grain Products of
Kentucky, a manufacturer of corn-based products. Mr. Ransdell received a B.S.
in Accounting from California State University. Mr. Ransdell is leading the
day to day management of the Company and will have responsibility for its
profitability.
Mark Margason:
Mr. Margason is a co-founder of the Company and has been an investment banker
and commercial banker for 20 years with Mellon Bank and Citicorp North
America. Mr. Margason was a Vice President of the Leveraged Capital business
unit of Citicorp responsible for the defensive takeover strategy of Pillsbury,
and the LBO of Kroger Foods. Mr. Margason has been involved as a Director and
Chief Financial Officer of several venture capital companies raising equity
for early stage high tech venture companies. Mr. Margason is a partner in MPI
and MPI Venture Management Fund. Mr. Margason received a B.S. in Accounting
and an M.B.A. in Finance from the University of Denver.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of June 26, 1999, information with respect
to the beneficial ownership of the Company's outstanding Common Stock by (i)
each director and executive officer of the Company, (ii) all directors and
executive officers of the Company as a group, and (iii) each shareholder who
was known by the Company to be the beneficial owner of more than 5% of
the Company's outstanding Common Stock. Except as otherwise indicated, the
persons or entities listed below have sole voting and investment power with
respect to all shares of Common Stock beneficially owned by them.
<TABLE>
<CAPTION>
Name and Address Number of Percent of
Shares Owned Class Owned
Beneficially
<S> <C> <C>
Gerard Werner, Esq.(1)
C/O Law Offices of
Mark T. Thatcher
360 Thames Street
Newport, RI 02840 552,600 45.00%
Mark T. Thatcher(1)
360 Thames Street
Newport, RI 02840 552,600 45.00%
All directors and executive
officers as a group (2 persons) 1,105,200 90.00%
</TABLE>
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Change in Control
Upon closing under the Plan, AEI shareholders will own 9,232,000 shares,
representing approximately 97.0% of the Company's issued and outstanding
Common Stock, and the current Oak Brook shareholders will own 268,000 shares,
or 3.0% of the Company's issued and outstanding Common Stock. In addition,
any currently outstanding Class A and Class B Warrants will be canceled. As
a result, a change in control of the Company will have occurred.
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MANAGEMENT
The directors and executive officers currently serving the Company are as
follows:
<TABLE>
<CAPTION>
Name Age Positions Held and Tenure
<S> <C> <C>
Gerard Werner 28 Vice President and a Director
since May, 1998
Mark T. Thatcher 34 President and Director
since May, 1998
</TABLE>
There are no family relationships between any of the directors or officers of
the Company.
The Company has no standing audit, nominating or compensation committees of
the board of directors, or any committees performing similar functions.
The Company's board of directors has not held any formal meetings during the
fiscal year ending December 31, 1999.
EXECUTIVE COMPENSATION
At inception of the Company, its Directors, Mark T. Thatcher and Gerard Werner
each received 552,500 shares of Common Stock valued at $0.0038 per share in
consideration of pre-incorporation services rendered to the Company related to
investigating and developing the Company's proposed business plan and capital
structure, and completion of the incorporation and organization of the
Company. No officer or director has received any other remuneration.
Although there is no current plan in existence, it is possible that the
Company will adopt a plan to pay or accrue compensation to its sole officers
and directors for services related to seeking business opportunities and
completing a merger or acquisition transaction. See "Certain Relationships
and Related Transactions." The Company has no stock option, retirement,
pension, or profit-sharing programs for the benefit of directors, officers or
other employees, but the Board of Directors may recommend adoption of one or
more such programs in the future.
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It is possible that, after the Company successfully consummates the Plan with
AEI, that AEI may desire to employ or retain one or more members of the
Company's management for the purposes of providing services to the surviving
entity, or otherwise provide other compensation to such persons. However, the
Company has adopted a policy whereby the offer of any post-transaction
remuneration to members of management will not be a consideration in the
Company's decision to undertake any proposed transaction. Each member of
management has agreed to disclose to the Company's Board of Directors any
discussions concerning possible compensation to be paid to them by any entity
which proposes to undertake a transaction with the Company and further, to
abstain from voting on such transaction. Therefore, as a practical matter, if
each member of the Company's Board of Directors is offered compensation in any
form from any prospective merger or acquisition candidate, the proposed
transaction will not be approved by the Company's Board of Directors as a
result of the inability of the Board to affirmatively approve such a
transaction.
No member of management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts to consummate
the Plan outlined herein.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is no public market for OAK BROOK Common Stock. The OAK BROOK Common
Sock may be traded in the over-the-counter market in the near future,
however, there can be no assurance as to the price at which trading in OAK
BROOK Common Stock will occur.
With respect to financial and other information relating to OAK BROOK, Mark
T. Thatcher, P.C., whose address is 360 Thames Street, Newport, Rhode Island
02840 will file annual and periodic reports with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934. Copies of such
reports may be inspected by anyone without charge at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington D.C. 20549, and copies may be obtained from the Commission at
prescribed rates. In addition, OAK BROOK will provide without charge, upon
the request of any stockholder, a copy of its Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1998, to be filed with the Commission. Any
such requests should be directed to the President of OAK BROOK, address 360
Thames Street, Newport, RI 02840.
No officer, director, promoter, or affiliate of the Company has or proposes to
have any direct or indirect material interest in any asset proposed to be
acquired by the Company through security holdings, contracts, options, or
otherwise.
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The Company maintains a mailing address at the office of its legal counsel,
but otherwise does not maintain an office. As a result, it pays no rent and
incurs no expenses for maintenance of an office and does not anticipate
paying rent or incurring office expenses in the future.
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THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
July 15, 1999
