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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-5(d)(21)
[X] Definitive Information Statement
G. P. Properties, Inc.
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
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 is calculated and state how it was determined.):
____________________________________________________________________
4) Proposed maximum aggregate value of transaction:
____________________________________________________________________
5) Total Fee Paid:______________________________________________________
[ ] 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) Dated Filed:
_____________________________________________
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G.P. PROPERTIES, INC.
____________________
INFORMATION STATEMENT
____________________
Introduction
Our Board of Directors is providing this Information Statement in
connection with a proposed stockholder action by majority written consent
("Stockholder Action") for purposes of approving an amendment to our Certificate
of Incorporation (the "Amendment") to change our corporate name to "KwikWeb.com,
Inc."
Voting Securities
The effective date of the Stockholder Action is currently set for January
11, 2000. Our Board of Directors has fixed the close of business on November
16, 1999 as the record date for the determination of stockholders who are
entitled to receive this Information Statement and consent to the Stockholder
Action. The approval of the Amendment will require the written consent of the
holders of at least a majority of the outstanding shares of our common stock. As
of the record date, we had 9,910,000 shares of common stock issued and
outstanding held by approximately 33 recordholders. We are not holding a meeting
of stockholders in connection with the approval of the Amendment nor are we
soliciting proxies.
We are sending this Information Statement to our stockholders on or about
December 21, 1999
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.
The date of this Information Statement is December 16, 1999
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COMMON STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the shares of common stock as of November 16, 1999 by (i) each
person who we know to be the beneficial owner of more than five percent (5%) of
the common stock, (ii) each of our directors and executive officers and (iii)
all directors and officers as a group.
<TABLE>
<CAPTION>
Name and Address(1) Number of Shares Percentage Owned
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<S> <C> <C>
Richard Kaestner (1) 3,480,000 35.1%
Alex Tsakiris (1) 2,520,000 25.4%
H. Page Howe (2) 1,579,500 15.9%
All officers and directors as a group 6,000,000 60.5%
</TABLE>
___________________________
(1) Address is 2155 Newcastle Avenue, Cardiff, California 92007.
(2) Address is 2163 Newcastle Avenue, Suite 150, Cardiff, California 92007.
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DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 25,000,000 shares of common stock, $.001 par
value per share. As of the record date, 9,910,000 shares were issued and
outstanding and held by 33 recordholders.
Holders of shares of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders generally. The approval of
proposals submitted to stockholders at a meeting other than for the election of
directors requires the favorable vote of a majority of the shares voting, except
in the case of certain fundamental matters (such as certain amendments to the
Certificate of Incorporation, and certain mergers and reorganizations), in which
cases Nevada law and our Bylaws require the favorable vote of at least a
majority of all outstanding shares. Stockholders are entitled to receive such
dividends as may be declared from time to time by the Board of Directors out of
funds legally available therefor, and in the event we liquidate, dissolve or
wind up our operations, to share ratably in all assets remaining after payment
of liabilities. The holders of shares of common stock have no preemptive,
conversion, subscription or cumulative voting rights.
Dividends
We do not anticipate the payment of cash dividends on our common stock in
the foreseeable future. See, "Dividend Policy."
Transfer Agent
The Transfer Agent for our common stock is Signature Stock Transfer, Inc.,
14675 Midway Road, Suite 221, Dallas, Texas 75244.
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CHANGE OF CORPORATE NAME
Our Board of Directors declared it advisable and in our best interests and
directed that there be submitted to the stockholders a proposed amendment to
Article I of our Certificate of Incorporation to change our name from G.P.
Properties, Inc. to KwikWeb.com, Inc. The Board of Directors has fixed the
close of business November 16, 1999 as the record date for the determination of
stockholders who are entitled to receive this Information Statement. As of
November 16, 1999, 9,910,000 shares of common stock were issued and outstanding.
Vote Required
The approval of the Amendment will require the written consent of the
holders of at least a majority of the outstanding shares of common stock.
By Order of the Board of Directors,
/s/ RICHARD KAESTNER
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Richard Kaestner, President
Cardiff, California
December 16, 1999
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