OAK BROOK CAPITAL III, INC.
1250 Turks Head Building
Providence, Rhode Island 02903
Information Statement
Pursuant To Section 14(f)
of the Securities Exchange Act of 1934
and Rule 14f-1 thereunder
*******
INTRODUCTION
This Information Statement is being mailed on or before October 27, 1999, to
holders of record on such date, of shares of Common Stock ("Common Stock") of
Oak Brook Capital III, 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 October 19, 1999, the Company signed an Acquisition Agreement, dated as of
October 17, 1999, 1999 (the "Plan") with Mighty Star Holdings, Ltd., a British
Virgin Islands corporation ("MSHL") whereby MSHL's sole shareholder agreed to
receive 9,670,500 shares of newly issued common stock of the Company (the
"Shares") in exchange for all of the issued and outstanding shares of MSHL.
The transaction with MSHL 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, MSHL's sole shareholder will own
approximately 88.73% of the issued and outstanding Common Stock of the
Company.
MSHL 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")
MSHL was organized to engage of in the business of growing agricultural items,
principally cashew and pistachio nuts, and exporting and distributing the same
in mainland China. MSHL's assets principally consist of include options to
purchase various nut producing properties in California and accounts
receivable.
The obligation of MSHL to consummate the Plan and accompanying transactions is
subject to the satisfaction of certain conditions. One such condition to the
obligations of MSHL is that Mark T. Thatcher and Gerard Werner resign their
positions as officers and directors of the Company at the time of the closing
under the plan and take all steps necessary to appoint the persons designated
by MSHL under the Plan to become the officers and directors of the Company.
Upon the closing under the Plan, MSHL will become a wholly owned subsidiary of
the Company.
DESIGNEES OF MSHL
TO THE COMPANY'S BOARD OF DIRECTORS
The following table sets forth certain information with respect to the persons
designated by MSHL to become the Company's Board of Directors. Under the
Plan, Mark T. Thatcher and Gerard Werner have agreed to enter six month
consulting agreements with the Company upon their resignation at the Closing.
Name and Address Age Number of Shares Beneficially Owned
and Percentage of Class
Wai Hong Chong 32 9,670,500 (88.73%)
Shun Tak Centre - Room 3203
168-200 Connaught Road
Central, Hong Kong
Wai Tong Chong 28 0
Shun Tak Centre - Room 3203
168-200 Connaught Road
Central, Hong Kong
Kam Kui Leong 36 0
Shun Tak Centre - Room 3203
168-200 Connaught Road
Central, Hong Kong
Charles George Spooner 49 0
508 Church Street
Toronto, Ontario
Canada, M4Y 2C8
Edmund C. K. Leong 34 0
500 Alden Road - Suite 208
Markham, Ontario
Canada, L3R 5H5
OFFICERS
The names, addresses and titles of the persons who, upon the effective date
of the Plan, shall be the officers of the Company, and who shall hold their
offices at the pleasure of the board are as follows:
Name and Address Age Title(s)
Wai Hong Chong 32 Chairman of the Board and
Shun Tak Centre - Room 3203 Chief Executive Officer
168-200 Connaught Road
Central, Hong Kong
Kam Kai Leong 36 Secretary
Shun Tak Centre - Room 3203
168-200 Connaught Road
Central, Hong Kong
Edmund C. K. Leong 34 Vice President - North
500 Alden Road - Suite 208 American Operations
Markham, Ontario
Canada, L3R 5H5
BIOGRAPHICAL INFORMATION WITH RESPECT TO
PROPOSED DIRECTORS AND OFFICERS
Wai Hong Chong, is a businessman who has been an executive in various
companies in Hong Kong and Macau which are engaged in commercial finance and
import-export. Wai Hong Chong and Wai Tong Chong are brothers.
Wai Tong Chong, is a businessman who has been an executive in various
companies in Hong Kong and Macau which are engaged in commercial finance and
import-export. Wai Hong Chong and Wai Tong Chong are brothers.
Kam Kui Leong, is an assistant manager of the American International Assurance
Co.'s Macau branch, a position he has held since February 1999. Prio thereto,
from April 1997 to December 1998, he was an assistant manger of Bank of
America's Macau branch. From 1994 to 1997 he was a Senior Officer and
Division Head of the Syndication Loan Department of the Bank of China's Macau
branch. He holds a Bachelors of Business Administration from the University
of Regina, Canada. Kam Kai Leong and Edmond C. K. Leong are brothers.
Charles George Spooner, has been president of Sonrae Corporation since 1981.
Sonrae Corporation and its subsidiaries are engaged in the real estate,
hospitality and investment management businesses. Mr. Spooner holds a B.A.
in Economics from Simon Fraser University, Canada.
Edmund C. K. Leong, has been president and C.E.O. of the Chinese Economic
Times, Inc. which publishes from Ontario Canada, since 1995. Prior thereto he
was an executive in various commercial enterprises in Hong Kong with
responsibilities in marketing and import-export. Mr. Lang holds a Bachelors
degree from Medicine Hat College in Canada. Kam Kai Leong and Edmond C. K.
Leong are brothers.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of October 10, 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.
Name and Address Number of Percent of
Shares Owned Class Owned
Beneficially
Gerard Werner, Esq.(1)
C/O Mark T. Thatcher
1250 Turks Head Building
Providence, RI
02903 552,600 45.00%
Mark T. Thatcher(1)
Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, Rhode Island
02903 552,600 45.00%
All directors and
executive officers
as a group (2 persons) 1,105,200 90.00%
Change in Control
Upon closing under the Plan, MSHL shareholders will own 9,670,500 shares,
representing approximately 88.7% of the Company's issued and outstanding
Common Stock, and the current Oak Brook shareholders will own 733,200 shares,
or 6.7% of the Company's issued and outstanding Common Stock. As a result, a
change in control of the Company will have occurred.
MANAGEMENT
The directors and executive officers currently serving the Company are as
follows:
Name Age Positions Held and Tenure
Gerard Werner 28 Vice President and a Director
since inception
Mark T. Thatcher 34 President and Director
since inception
There are no family relationships between any of the present 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 June 30, 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.
It is possible that, after the Company successfully consummates the Plan with
MSHL, that MSHL 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.
Notwithstanding the foregoing, Gerard Werner and Mark T. Thatcher have agreed
to be retained by the Company as general business consultants for a period of
six months following their resignation as officers and directors at the
Closing of this transaction. The services to be provided thereunder include,
but are not limited to, converting to Edgar format and filing certain reports
required to be filed by the Company.
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 c/o Nadeau & Simmons, P.C., 1250 Turks
Head Building, Providence, Rhode Island 02903 360 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, has been filed with the Commission. Any such requests should be
directed to the President of OAK BROOK, address c/o Mark T. Thatcher, Esq.,
Nadeau & Simmons, P.C., 1250 Turks Head Building, Providence, Rhode Island
02903. Following the closing of this transaction, the Company's such reports
may be obtained by writing to .
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.
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.
THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATION PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.
October 26, 1999
