FAIRFAX GROUP, INC.
6758 N. Military Trail, Unit 303
West Palm Beach, Florida 33407
Commission File No.: 0-25429
-------------------------
INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
--------------------------
NO VOTE OR OTHER ACTION OF THE COMPANY'S STOCKHOLDERS IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND YOU ARE REQUESTED NOT TO
SEND THE COMPANY A PROXY.
This Information Statement (the "Information Statement") is being
mailed on or about December 11, 2000, to the holders of record on December
11, 2000, of the shares of the common stock, $0.01 par value (the "Common
Stock") of Fairfax Group, Inc. (the "Company"). It is being furnished in
connection with the election of a certain designee to the Board of Directors
of the Company (the "Designee").
On December 11, 2000, the Company's affiliate shareholder, Fred
Keller (the "Seller"); Fred Keller, Trustee ("Keller Trust"); and Charles
Adams (the "Buyer"), entered into a Stock Purchase Agreement (the
"Agreement"). The Agreement provides for Buyer to acquire 4,200,000
shares of the Company's outstanding common stock held by the Seller (the
"Transaction") in exchange for $2,000.00. Additionally, pursuant to a
Substitution of Debtor Agreement, of the same date, which was attached
and made a part the Agreement, the Buyer promised to assume and discharge
all of the debts of the Company owed to Keller Trust in the amount of
$323,000 and repay this amount to Keller Trust. The Seller also agreed to
enter into an option agreement with unrelated third parties whereby
Seller granted an option to such third parties to acquire an aggregate
of up to 1,600,000 shares of the Company's outstanding common stock held
by the Seller in exchange for an aggregate amount of up to $30.00.
The Company's board of directors and the Buyer have agreed to elect
Mr. Charles Adams (the "Designee") to the Board of Directors of the
Company when the Transaction closes (the "Closing"), effective on or
about December 21, 2000. At the same time, Messrs. Ernest L. Porter,
Jeffrey B. Lathe, and Charles S. Hafer have agreed to resign. The
Closing of the Transaction is expected to occur on or about December 21,
2000. The Closing will result in a change of control. If the Transaction
is not completed, no change in control will occur.
<PAGE> 1
No action is required by the shareholders of the Company to conclude
the Transaction or in connection with the appointment of the Designee to
the Board and the resignation of Messrs. Ernest L. Porter, Jeffrey B.
Lathe, and Charles S. Hafer as the Company's existing directors at the
Closing. However, Section 14(f) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), requires the Company to mail to the
Company's shareholders the information contained in this Information
Statement prior to a change in a majority of the Company's directors.
This is because the change in control is not being done at a meeting of
the Company's shareholders.
The principal executive office of the Company is currently located
at 6758 North Military Trail, Suite 303, West Palm Beach, Florida 33407.
Upon completion of the Transaction, the principal office of the Company
will be located at 222 Lakeview Avenue, Suite 409, West Palm Beach,
Florida 33401.
COMMON STOCK
The shares of Common Stock are the only class of voting securities
of the Company outstanding. They are each entitled to one vote. As of
December 11, 2000, there were 6,150,000 shares of Common Stock
outstanding. After the closing of the Transaction, there will be
6,150,000 shares of Common Stock outstanding, and subsequent to a
contemplated post Transaction closing capital infusion, it is
contemplated that there will be 16,150,000 shares of Common Stock
outstanding.
RIGHT TO DESIGNATE DIRECTORS; THE DESIGNEE
The Board of Directors of the Company currently consists of three
(3) members. Each director holds office until his or her successor is
elected and qualified or until his or her death, resignation or removal.
When the Transaction closes, the current directors of the Company will
resign and shall name the Designee to the Board as their successor. The
Designee has agreed to act as a director.
The Designee may take office at any time following the Closing, but
not less than ten (10) days after the Company files this Information
Statement with the Securities and Exchange Commission and transmits it
to holders of record of the Company's Common Stock, who would be entitled
to vote at a meeting for election of directors, and that, upon assuming
office, the Designee will thereafter constitute the Company's Board of
Directors.
DESIGNEE
The following table sets forth the full name, present principal
occupation or employment, five year employment history and certain other
information concerning the Designee:
Name Age Position
---- --- ---------
Charles Adams 31 Director, President, Secretary
<PAGE> 2
Mr. Adams will serve as a director, president and secretary of the
Company. Since October 1997, Mr. Adams has engaged in private business
ventures, mostly in the area of finance. Through his company, Adams,
Inc., which was formed in October, 1997, he is currently providing
consulting services and commercial equipment leasing. Mr. Adams
specializes in financing equipment which is placed with end users. From
October 1997 until September 2000, Mr. Adams was employed by Carcorp,
Inc. which is one of only two lenders who provide commercial paper for
Bombardier, Inc., under operating leases for Lear jets and other major
aviation equipment. Mr. Adams served as the Director of Finance of
Carcorp, Inc. In this capacity, Mr. Adams arranged the operating leases
for rolling stock, large commercial equipment, aviation and commercial
marine end users. From 1995 through October 1997, Mr. Adams was
independently engaged in commercial leasing of limousines and limousine
fleets. From 1996 through October 1997, he also was employed by Ed Morse
as the Fleet Manager for the Jeep operations. From 1993 through 1995,
Mr. Adams was employed by Palm Beach Lincoln Mercury in sales. Prior to
relocating to Florida, from 1991 through 1993 Mr. Adams was employed by
Alpha Zeta Trust in California, where he was responsible for the
acquisition of commercial real estate, including negotiations of sale and
arrangement of bridge financing. From 1988 through 1991, Mr. Adams
independently engaged in the acquisition of real estate. During the same
period he was employed by Porsche, Audi, Ferrari in Woodland Hills,
California as a salesman. In this capacity, Mr. Adams was responsible
for all aspects of the automobile acquisition, including arranging the
purchase financing. Mr. Adams attended Los Angeles Valley College for
two (2) years and took marketing and sales extension courses at the
University of California Los Angeles.
CURRENT DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Pursuant to the provisions of the Company's Bylaws, the Company's
current directors and executive officers hold office until his or her
successor is elected or appointed and qualified, or until his or her death,
resignation or removal by the Board of Directors. Certain information about
the Company's current directors and executive officers are set forth below.
(a) Identity of our current directors and executive officers.
<TABLE>
<CAPTION>
Name Age Position Director Since
---- --- -------- --------------
<S> <C> <C> <C>
Ernest L. Porter 61 Director, Chmn. of Board April, 1998
Chief Executive Officer,
President
Jeffrey B. Lathe 45 Director, Vice President, November, 1999
Secretary
Charles S. Hafer 52 Director, Treasurer November, 1999
</TABLE>
(b) Business experience of directors and executive officers.
Mr. Porter has served as a Director and Chief Executive Officer of
the Company since April of 1998. From September 1997 to April 1998, Mr.
<PAGE> 3
Porter worked as a Senior Loan Officer at Flagship Mortgages Services,
a division of Republic Bank, West Palm Beach, Florida. From June 1988
to September 1998, Mr. Porter served as the President and Chief Executive
Officer of Florida Realty Group, Inc. a private real estate investment
company. Mr. Porter received his Bachelor of Arts Degree in English from
Stetson University in 1961.
Mr. Lathe has served as a Director, Vice President and Secretary of
the Company since November 1999. He is a member of the Florida Bar
Association and has practiced law in Miami, Florida and West Palm Beach,
Florida since 1982. Mr. Lathe received his Bachelor of Arts Degree in
International Studies from Reed College in 1977 and his Juris Doctor
degree from Washington and Lee University Law School in 1980.
Mr. Hafer has served as a Director and Treasurer of the Company
since November 1999. He is a Certified Public Accountant and has
practiced accounting with the firm of Hafer and Gilmer since 1980. Mr.
Hafer received his Bachelor of Science Degree in Accounting from the
University of Florida in 1970 and his M.B.A. degree from Florida Atlantic
University in 1980.
Other than as set forth herein, there are no agreements or
understandings for the Company's officers or directors to resign at the
request of another person, and the Company's officers and directors are
not acting on behalf of or will act at the discretion of any other
person.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company does not have standing audit, nominating or compensation
committees of the Board of Directors, or committees performing similar
functions. During the year ended February 29, 2000, the Board of Directors
held no meetings and did not act by written consent.
Directors who are full-time employees of the Company receive no
additional compensation for services as Directors. There are currently
no Directors who are full-time employees of the Company. The Company has
been advised that the Designee will not be a full-time employee of the
Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation.
-----------------------
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------------------------------- ------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Annual Restricted Securities All Other
Name & Compen- Stock Underlying LTIP Compen-
Position Year Salary($) Bonus($) sation Award(s) Options/ Payouts sation
($) ($) Sars(#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ernest L. Fiscal
Porter. Year
Director Ending
President/ February
CEO 29, 2000 30,000 -0- -0- -0- -0- -0- -0-
____________________________________
</TABLE>
<PAGE> 4
Compensation of Directors
-------------------------
During the fiscal year ending February 29, 2000, other than as
described herein, no other officer or director received any type of
compensation from our Company for serving as such. No arrangements are
presently in place regarding compensation to directors for their services
as directors or for committee participation or special assignments.
Mr. Adams has agreed to serve as an officer and director of the
Company. However, the terms of Mr. Adams' employment by the Company
subsequent to the Closing have not been determined.
The Company has no bonus or incentive plans in effect, nor are there
presently any understandings in place concerning additional compensation
to the Company's officers and directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables set forth the number of shares, based on
information obtained from the persons named below, of (I) the Common
Stock of the Company beneficially owned as of December 11, 2000 by (i)
owners of more than 5% of the Company's Common Stock and, (ii) all
officers and directors of the Company individually and as a Group and
(II) the Common Stock of the Company to be beneficially owned as of the
date of the Closing by (i) owners of more than 5% of the Company's Common
Stock and (ii) all officers and directors of the Company individually and
as a Group.
I. Prior to Closing of the Transaction:
------------------------------------
The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of such
ownership of each person known to our Company to be the beneficial owner
of more than five percent (5%) of our Company's Common Stock:
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Owner Class
------------------- ------------------- ----------
<S> <C> <C>
Fred Keller 5,800,000 94.3%
6758 North Military Trail, Suite 301
West Palm Beach, Florida 33407
</TABLE>
The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of such
ownership of the Company's Common Stock of each of the officers and
directors of the Company, and the officers and directors of the Company
as a group:
<PAGE> 5
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Owner Class
------------------- ------------------- ----------
<S> <C> <C>
Ernest L. Porter - 0%
6758 North Military Trail, Suite 303
West Palm Beach, FL 33407
Jeffrey B. Lathe - 0%
6758 North Military Trail, Suite 303
West Palm Beach, FL 33407
Charles S. Hafer - 0%
251 Royal Palm Way, Suite 302
Palm Beach, Florida 33402
All Officers and Directors
as a Group (3 persons). - 0%
</TABLE>
II. Subsequent to Closing of the Transaction:
-----------------------------------------
The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of such
ownership of each person known to our Company to be the beneficial owner
of more than five percent (5%) of our Company's Common Stock:
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Owner Class (1)
------------------- ------------------- ----------
<S> <C> <C>
Charles Adams 4,200,000 68.29%
222 Lakeview Avenue,
Suite 409,
West Palm Beach, Florida 33401
Fred Keller 1,600,000 26.01%
6758 North Military Trail, Suite 303
West Palm Beach, Florida 33407
______________________
</TABLE>
(1) Based upon 6,150,000 shares of Common Stock outstanding subsequent
to closing of the Transaction. Does not take into account the
contemplated post Transaction closing capital infusion and issuance
of 10,000,000 additional shares of Common Stock.
The following table sets forth, as of the date hereof, the names,
addresses, amount and nature of beneficial ownership and percent of such
ownership of the Company's Common Stock of each of the officers and
directors of the Company, and the officers and directors of the Company
as a group:
<PAGE> 6
Charles Adams 4,200,000 68.29%
222 Lakeview Avenue,
Suite 409,
West Palm Beach, Florida 33401
All Officers and Directors
as a Group (1 person) 4,200,000 68.29%
______________________
(1) Based upon 6,150,000 shares of Common Stock outstanding subsequent
to closing of the Transaction. Does not take into account the
contemplated post Transaction closing capital infusion and issuance
of 10,000,000 additional shares of Common Stock.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, officers and persons who own more than 10% of the
Common Stock of the Company ("Reporting Persons") to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Reporting Persons are required by Securities and Exchange
Commission regulations to furnish the Company with copies of all Section
16(a) reports they file.
To the best knowledge of the Company, no Reporting Person was
delinquent with their Exchange Act Section 16(a) reporting requirements
during the most recent fiscal year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to the provisions of the Agreement, the Buyer is expected
to acquire an aggregate of 4,200,000 out of the 6,150,000 shares of the
Company's outstanding common stock from the Seller and therefore they
will be deemed to control the Company. The Designee has advised the
Company that it is his intention that, subsequent to the Transaction, the
Company will issue an additional 10,000,000 shares of Company common
stock in connection with a capital infusion, and
continue to engage in its efforts to seek to effect a merger, exchange
of capital stock, asset acquisition or other similar business combination
(a "Business Combination") with an operating or development stage
business (the "Target Business") which desires to employ the Company to
become a reporting corporation under the Securities Exchange Act of 1934
("Exchange Act"). Prior to such time, the Designee does not intend for
the Company to engage in any substantive commercial business or other
business operations. At this time, the Company cannot assure that this
will occur as contemplated.
Since February, 1997, Fred Keller Trust, has made loans to our
Company on an almost month by month basis in the form of demand notes
payable bearing interest at the prime rate plus two percent (2%) adjusted
quarterly. On the date of Closing, the aggregate value of the principal
and interest on such loans is expected to approximate $323,000.
Other than with respect to this Transaction, and the transaction
described above, during the last two years, no director or executive
officer of the Company, any nominee to election as a director, or any
person known to the Company to own of record or beneficially more than
5% of the Company's Common Stock or any member of the immediate family
<PAGE> 7
of any of the foregoing persons had, or will have, any direct or material
interest in any transaction or series of similar transactions to which
the Company or any of its subsidiaries, was or is to be a party, in which
the amount involved exceeds $60,000.
Dated: December 11, 2000
FAIRFAX GROUP, INC.
/s/Ernest L. Porter
-------------------------
Ernest L. Porter
President, Director
<PAGE> 8
