SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
NATIONAL REHAB PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)
NATIONAL REHAB PROPERTIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box)
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
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: N/A
_____________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________
5) Total Fee Paid: N/A
[ ] 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 off setting fee was paid previously. Identify the previous filings 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) Date Filed: ___________________________________________________
<PAGE>
National Rehab Properties, Inc.
2921 NW 6th Avenue, Miami, Florida 33127
August 21, 2000
To the Stockholders of
National Rehab Properties, Inc.
You are cordially invited to attend an Annual Meeting (hereinafter referred to
as the "Annual Meeting") of stockholders of National Rehab Properties, Inc. (the
"Company") to be held at the office of the Company, located at 2921 NW 6th
Avenue, Miami, Florida 33127 on September 12, 2000, 1:00 P.M., Local Time, to
elect a Board of Directors and to consider and vote upon the matters set forth
in the accompanying Notice of Annual Meeting of Stockholders.
In addition to election of Directors, shareholders will be asked to approve a
change in the name of the Company to "National Residential Properties, Inc."
Details and discussions concerning the proposals are provided in the Proxy
Statement included herewith and should be carefully reviewed.
Since it is important that your shares be represented at the meeting whether or
not you plan to attend in person, please indicate on the enclosed Proxy your
decisions about how you wish to vote and sign, date and return the Proxy
promptly. If you find it possible to attend the meeting and wish to vote in
person, you may withdraw your Proxy at that time.
Your vote is important, regardless of the number of shares you own.
Sincerely,
s/s Richard Astrom, President
<PAGE>
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
To Be Held September 12, 2000
To the Stockholders of
National Rehab Properties, Inc.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of National Rehab
Properties, Inc. (the "Company") will be held on September 12, 2000 at 1:00
o'clock in the afternoon, local time, at the offices of the Company at 2921 NW
6th Avenue, Miami, Florida for the following purposes, all as more specifically
set forth in the attached Proxy Statement:
1. To elect Directors for the following year.
2. To consider and vote upon the proposal to amend the articles of
incorporation to change the name of the Corporation to "National
Residential Properties, Inc."
3. To transact such other business as may properly be brought before this
meeting.
Only holders of record of Common Stock of the Corporation as of the close of
business on August 17, 2000, are entitled to notice of or to vote at the meeting
or any adjournment thereof. The stock transfer books of the Corporation will not
be closed.
Stockholders are encouraged to attend the meeting in person. To ensure that your
shares will be represented, we urge you to vote, date, sign and mail the Proxy
Card in the envelope which is provided, whether or not you expect to be present
at the meeting. The prompt return of your Proxy Card will be appreciated. It
will also save the Company the expense of follow up contacts. The giving of such
Proxy will not affect your right to revoke such Proxy by appropriate written
notice or to vote in person should you later decide to attend the meeting.
By Order of the Board of Directors,
Richard Astrom, President
August 21, 2000
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<PAGE>
National Rehab Properties, Inc.
2921 NW 6th Avenue, Miami, Florida 33127
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be held September 12, 2000
INTRODUCTION
The Proxy enclosed with this Proxy Statement will be first sent or given to
shareholders on or about August 21, 2000, in connection with the solicitation by
the Directors of National Rehab Properties, Inc. (the "Company" or "NRPI") of
Proxies to be used at an Annual Meeting of Shareholders to be held at the office
of the Company at 2921 NW 6th Avenue, Miami, Florida 33127 (the "Annual
Meeting") on September 12, 2000.
Persons Making The Solicitation
The Proxy is solicited on behalf of the Directors of the Company. The
original solicitation will be by mail. Following the original solicitation,
management expects that certain individual shareholders will be further
solicited through telephonic or other oral communications from management.
Management may use specially engaged employees or paid solicitors for such
solicitation. Management intends to solicit Proxies which are held of record by
brokers, dealers, or voting trustees, or their nominees, and may pay the
reasonable expenses of such record holders for completing the mailing of
solicitation materials to persons for whom they hold the shares. All
solicitation expenses will be borne by the Company. As of the date of this
mailing, however, the Company has not made any contracts or arrangements for
such solicitation; hence it cannot identify any parties or estimate the cost of
such solicitation.
Terms of the Proxy
The enclosed Proxy indicates the matters to be acted upon at the Annual
Meeting and provides a box corresponding to each such matter. By appropriately
marking each box, a shareholder may specify whether to confer to or to withhold
from management the authority to vote the shares represented by the Proxy. The
Proxy also confers upon management discretionary voting authority with respect
to such other business as may properly come before the Annual Meeting.
If the Proxy is executed properly and is received by management prior to
the Annual Meeting, the shares represented by the Proxy will be voted. Where a
shareholder specifies a choice with respect to the matter to be acted upon, the
shares will be voted in accordance with such specification. Any Proxy which is
executed in such a manner as not to withhold authority shall be deemed to confer
such authority.
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A Proxy may be revoked at any time prior to its exercise by (1) so
notifying the Company in writing, (2) filing with the Company a duly executed
Proxy bearing a later date, or (3) voting in person at the Annual Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities
The securities entitled to vote at the Annual Meeting consist of all the
issued and outstanding shares of the Company's $.001 par value Common Stock (the
"Common Stock") and all the issued and outstanding shares of a separate class of
voting stock, Class A common stock. The close of business on August 17, 2000,
has been fixed by the Board of Directors of the Company as the record date. Only
shareholders of record as of the record date may vote at the Annual Meeting. The
Company has authorized 100,000,000 shares of $.001 par value common stock,
50,161,866 of which are outstanding at the date of this Proxy Statement. The
Company also has authorized 2,000,000 shares of $.001 par value Class A common,
"super voting shares," with voting right equivalent to 20 common shares for each
Class A share, 1,000,000 of which are outstanding at the date of this Proxy
Statement.
Voting Rights and Requirement
Each shareholder of record as of the record date will be entitled to one
vote for each share of Common Stock held as of the record date. There is a
separate class of stock, Class A common, "super voting shares," with voting
right equivalent to 20 common shares for each Class A share.
Quorum and Votes Required for Approval
The presence at the Annual Meeting of the holders of an amount of shares of
each class of stock entitled to vote at the meeting representing the right to
vote shares of Common Stock of not less than a majority of the number of shares
of Common Stock outstanding as of the record date will constitute a quorum for
transacting business. Directors will be elected by plurality vote. The
affirmative vote of the majority of outstanding shares of each class of shares
entitled to vote is necessary to amend the Articles of Incorporation. The
affirmative vote of the majority of each class of shares entitled to vote is
necessary to approve the change in name of the Corporation.
Principal Security Holders
The following table sets forth information, as of the record date, with
respect to the beneficial ownership of the Company's Common Stock by each person
known by the Company to be the beneficial owner of more than five percent (5%)
of the outstanding Common Stock, and by Directors, nominees, and officers of the
Company, and by officers and Directors as a group.
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<PAGE>
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner (1) Beneficial Ownership Class
-------------- ------------------------- -------------------- ----------
Common Stock Richard and Pamela Astrom 254,350 0.5%
11415 NW 123 Lane
Class A Reddick, FL 32686
Common Stock 0 0.0%
Common Stock Christopher Astrom 6,010,000 (1) 12.0%
11415 NW 123 Lane
Class A Reddick, FL 32686
Common Stock 1,000,000 (2) 100.0%
Common Stock Braulio Gutierrez 250,000 0.5%
2921 N.W. 6th Avenue
Class A Miami, FL 33127
Common Stock 0 0%
Common Stock All Officers and Directors
as a Group (3 persons) 6,514,350 13.0%
Class A
Common Stock 1,000,000 100.0%
------------------
(1) Includes common stock obtained by the exercise of options to acquire
6,000,000 shares of common stock at a price of $.001 per share on April 3,
2000. The options recently exercised by Mr. Christopher Astrom were
authorized and awarded to him on March 1, 1999 in consideration for waiver
of compensation during 1996 and 1997.
(2) Each share of Class A common stock entitles Mr. Christopher Astrom to the
equivalent of 20 common share votes in any matter to be voted on by the
shareholders of the Company. The Class A common stock was authorized on
June 17, 1999 and 1,000,000 shares were issued to Mr. Christopher Astrom on
June 17, 1999. The Class A common stock may not be transferred to anyone
other than a family member.
The Company has authorized 100,000,000 shares of $.001 par value common
stock, 50,161,866 of which are outstanding at the date of this Proxy Statement.
The Company also has authorized 2,000,000 shared of $.001 par value Class A
common, "super voting shares," with voting rights equivalent to 20 common shares
for each Class A share, 1,000,000 of which are outstanding at the date of this
Proxy Statement.
SECURITY OWNERSHIP OF MANAGEMENT
The information is furnished as of August 17, 2000, as to the number of
shares of the Company's Common Stock, $.001 par value per share owned by each
executive officer and director of the Company and by all executive officers and
Directors as a group:
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<PAGE>
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner (1) Beneficial Ownership Class
-------------- ------------------------- -------------------- ----------
Common Stock Richard and Pamela Astrom 254,350 0.5%
11415 NW 123 Lane
Class A Reddick, FL 32686
Common Stock 0 0.0%
Common Stock Christopher Astrom 6,010,000 (1) 12.0%
11415 NW 123 Lane
Class A Reddick, FL 32686
Common Stock 1,000,000 (2) 100.0%
Common Stock Braulio Gutierrez 250,000 0.5%
2921 N.W. 6th Avenue
Class A Miami, FL 33127
Common Stock 0 0%
Common Stock All Officers and Directors
as a Group (3 persons) 6,514,350 13.0%
Class A
Common Stock 1,000,000 100.0%
------------------
(1) Includes common stock obtained by the exercise of options to acquire
6,000,000 shares of common stock at a price of $.001 per share on April 3,
2000. The options recently exercised by Mr. Christopher Astrom were
authorized and awarded to him on March 1, 1999 in consideration for waiver
of compensation during 1996 and 1997.
(2) Each share of Class A common stock entitles Mr. Christopher Astrom to the
equivalent of 20 common share votes in any matter to be voted on by the
shareholders of the Company. The Class A common stock was authorized on
June 17, 1999 and 1,000,000 shares were issued to Mr. Christopher Astrom on
June 17, 1999. The Class A common stock may not be transferred to anyone
other than a family member.
Changes in Control
No arrangements are known to the Company, including any pledge by any
person of securities of the Company, the operation of which may, at a subsequent
date, result in further change in control of the Company.
Audit Committee
On June 1, 2000, the Board of Directors formed an Audit Committee
consisting of Richard Astrom, Christopher Astrom and Braulio Gutierrez. These
individuals constitute the entire Board
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of Directors who are not considered to be independent directors since each of
these individuals are involved in the management of the Company. At this time an
independent audit committee is not possible since the Company has no independent
directors. The audit committee charter is in the process of being formulated.
MATTERS TO BE ACTED UPON
PROPOSAL 1: ELECTION OF DIRECTORS
The Directors of the Company are elected to serve until the next annual
shareholders' meeting or until their respective successors are elected and
qualify. Officers of the Company hold office until the meeting of the Board of
Directors immediately following the next annual shareholders' meeting or until
removal by the Board of Directors. Interim replacements for resigning Directors
and officers are appointed by the Board of Directors.
The names of the nominees for Directors and certain information about them
are set forth below:
Name Age Positions with the Company
------------------ --- -----------------------------------
Richard Astrom 53 Director, CEO and President
Christopher Astrom 28 Director, VP, Secretary, Treasurer
Braulio Gutierrez 47 Director
Business Experience
The following is a brief account of the experience, during the past five
years, of each Director and executive officers of the Company:
Richard Astrom - Qualifications
-------------------------------
Richard Astrom currently serves as President, Chief Executive Officer and
Chairman of the Board of Directors of NRPI. He has extensive experience in the
first-time home buyer's market. Throughout his career in real estate, he has
devoted himself to the needs of people seeking to own a piece of the American
dream. Mr. Astrom is a graduate of the University of Miami with a Bachelor's
degree in Business Administration and a major in Finance. As a certified real
estate broker, he has been active as a salesperson, developer, and real estate
investor since 1969. For more than 25 years, he has specialized in
rehabilitating the existing housing stock of Miami, one of America's largest and
fastest growing cities. He gained invaluable experience outside of the Miami
area in the roll of vice president and sales manager of a 200 home retirement
community in Ocala, Florida, selling land and home packages. He was the primary
developer of the land, recreation facilities, and housing stock. He also sold
commercial properties and land in the same area, including 40 to 100 acre
parcels for horse farms. He has directed NRPI through a
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December 1994 merger with a publicly owned and traded company. Mr. Astrom has
been President of the Company since 1993.
Christopher Astrom - Qualifications
-----------------------------------
Christopher Astrom currently serves as Vice President, Secretary and
Director of NRPI. Christopher manages all corporate acquisitions. He has
experience in the analysis of market areas and their resale ability. In
addition, he has developed management systems to control costs of acquisition
and rehab thereby helping to ensure our profitability. He received his Bachelor
of Arts in Business Administration from the School of Business at the University
of Florida. Mr. Astrom has been employed by the Company since 1995.
Braulio Gutierrez - Qualifications
-----------------------------------
Braulio Gutierrez currently serves as a Director of NRPI. Mr. Braulio has
twenty two years of supervisory and construction management experience in the
Miami, Florida area and has been a Florida Certified Construction Contractor
since 1980. Mr. Braulio has been the qualifying agent and president of Encore
Services, Inc., a custom home and residential apartment builder since 1988.
Encore Services, Inc. was acquired as a wholly owned subsidiary of NRPI on April
1, 2000. Mr. Gutierrez was appointed as a Director of the Company on April 1,
2000.
The following table sets forth, as of the date of this Proxy Statement, the
names and ages of the Company's executive officers, including all positions and
offices held by each such person. These officers are elected to hold office for
one year or until their respective successors are duly elected and qualified:
Name Age Positions with the Company Business Experience
------------------ --- ------------------------------ -------------------
Richard Astrom 53 Director, CEO and President See above
Christopher Astrom 28 Director, Secretary, Treasurer See above
Braulio Gutierrez 47 Director See above
Except as otherwise indicated below, no organization by which any officer
or Director previously has been employed is an affiliate, parent, or subsidiary
of the Company.
On June 1, 2000, the Board of Directors formed an Audit Committee
consisting of Richard Astrom, Christopher Astrom and Braulio Gutierrez. These
individuals constitute the entire Board of Directors who are not considered to
be independent directors since each of these individuals are involved in the
management of the Company. The audit committee charter is in the process of
being formulated.
The Company does not have any standing nominating or compensation
committees of the Board of Directors.
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Braulio Gutierrez has been a Director since his appointment on April 1,
2000. Messrs. Richard Astrom has been a director since 1993 and Christopher
Astrom has been a director since 1995. Each Director has participated in the
Board of Directors meeting that occurred during the period he was a Director.
There have been twenty board meetings or board action by consent since September
30, 1998, ten in the fiscal year ended September 30, 1999, and ten since
September 30, 1999 to the date of this Proxy Statement.
Compliance with Section 16(a) of the Exchange Act
During the fiscal year ended September 30, 1999, to the knowledge of the
Company, none of the Directors have filed the required Form 3, 4 or 5 with the
Securities and Exchange Commission as required by Section 16(a) of the
Securities Exchange Act of 1934.
Executive Compensation
The following table sets forth in summary form the compensation received
during each of the Company's last three completed fiscal years by the Chief
Executive Officer of the Company and by each other executive officer of the
Company whose total salary and bonus exceeded $100,000 in the Company's fiscal
year ended September 30, 1999.
No employee of the Company earned in excess of $100,000 during the fiscal
years ended September 30, 1998 and September 30, 1999.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Restricted LTIP All Other
Name and Title Salary Bonus Other Annual Stock Awards Underlying Payouts Compensation
Year ($) Compensation ($) Options ($) SARS(#) ($)
---------------- ------- ----- ------------ ------------ ----------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
$50,000
Richard Astrom 1999 $ 0 $ 0 $ 0 $ 0 0 $ 0
(President, CEO) $50,000
1998 0 0 0 0 0 0
Christopher $15,000
Astrom 1999 $ 0 $ 120,000* $ 6.000** 0 $ 0
(VP, Secretary) $ 0
1998 0 0 0 0 0 0
</TABLE>
The officers of the Company, Richard Astrom and Christopher Astrom, also
receive nonemployee compensation in the form of "realtor" commissions for the
execution of real estate transactions. During the fiscal year ended September
30, 1999, $121,000 was paid out and/or accrued to the two officers.
<TABLE>
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OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
<CAPTION>
Number of Securities Percent of Title Options
Name Underlying Options/ SAR's Granted to Employees Exercise of Base Expiration
SAR's Granted (#) In Fiscal Year Price ($/SH) Date
------------------- -------------------- -------------------------- ---------------- ----------
<S> <C> <C> <C> <C>
Christopher Astrom 6,000,000 100% 0 Perpetual
Richard Astrom 0 0% 0 N/A
</TABLE>
<TABLE>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTIONS/SAR VALUES
Number of Unexercised
Name Shares Acquired Securities Underlying FY-End Value
On Exercise Value Realized Options/SARs at FY-End Exercisable/Unexercisable
------------------ --------------- -------------- ---------------------- ----------------------------
<S> <C> <C> <C> <C>
Christopher Astrom 0 0 6,000,000 $1,500,000*
EXERCISABLE
Richard Astrom 0 0 0 0
-----------------------
*At estimated market value of $.25 per share. These options were exercised by
Christopher Astrom on April 3, 2000.
</TABLE>
The Company does not pay non-officer Directors for their services as such
nor does it pay any Director's fees for attendance at meetings. Directors are
reimbursed for any expenses incurred by them in their performance as Directors.
The Company has no long-term incentive plans.
There are no arrangements pursuant to which Directors of the Company are
compensated in their capacities as such.
Employee Agreements
We have no formalized employment agreements with any employee. All
employees, including the Company's officers work on a month to month basis.
Certain Transactions
Richard Astrom, President, CEO and Director, is the father of Christopher
Astrom, Vice President, Secretary, Treasurer and Director of NRPI. Richard
Astrom and Christopher Astrom make up the majority of the Board of Directors of
the Company and control the activities and actions of the Company.
On March 1, 1999, Christopher Astrom was granted options to acquire
6,000,000 shares of common stock at a price of $.001 per share. On April 3,
2000, Mr. Astrom exercised his option
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and acquired 6,000,000 shares of the Company's $.001 par value common stock for
payment of $6,000. These options were authorized and awarded to Mr. Christopher
Astrom by a written consent in lieu of combined special meeting of Directors and
Shareholders held on March 1, 1999. The options were granted to Christopher
Astrom in consideration for waiver of compensation during 1996 and 1997.
The Company's debt in the form of secured mortgage notes and real estate
mortgages with regard to real estate transactions which are entered into by the
Company are personally guaranteed by Christopher Astrom.
On April 1, 2000, the Company acquired, in a transaction exempt from
registration, eighty percent of the common stock of Encore Services, Inc., a
Florida Corporation, in exchange for (a) 250,000 shares of the Company's $.001
par value common stock issued to Braulio Gutierrez, and (b) an assignment and
assumption agreement with Encore Services, Inc. whereby, with the assent of HLKT
Holdings, L.L.C., Encore Services, Inc. assigned to the Company and the Company
irrevocably and unconditionally assumed all the rights and obligations of Encore
Services, Inc. under a $1,000,000 convertible Debenture previously issued by
Encore Services, Inc. to HLKT Holdings, L.L.C., a Colorado Limited Liability
Company, on March 15, 2000. On April 1, 2000, Mr. Gutierrez was appointed as a
Director of the Company. Commencing April 12, 2000 and continuing through June
28, 2000, the total $1,000,000 face amount of the Debenture was presented to the
Company's transfer agent for conversion in accordance with the terms of the
Debenture to unrestricted %.001 par value common stock of the Company pursuant
to the assignment and assumption agreement with Encore Services, Inc. A total of
28,856,464 shares of the Company's $.001 par value common stock were exchanged
for the $1,000,000 Debenture, and an additional 140,023 shares of the Company's
$.001 par value common stock were issued in payment of accrued interest on the
Debenture.
On June 17, 1999, by a written consent in lieu of combined special meeting
of Directors and Shareholders, a new class of common stock, "Class A common
stock," was authorized. On that same date, 1,000,000 shares were issued to Mr.
Christopher Astrom. Each share of Class A common stock entitles Mr. Astrom to
the equivalent of 20 common share votes in any matter to be voted on by the
shareholders of the Company. The present principal shareholders will maintain
voting control of NRPI based on the issuance of 1,000,000 Class A common shares
on June 17, 1999, which entitle the holder thereof (Christopher Astrom) to 20
votes for every Class A share held. The purpose of issuing these shares is to
ensure that current management will maintain control of NRPI despite maintaining
beneficial ownership of less than a majority of the shares of NRPI's common
stock. Furthermore, the disproportionate vote afforded the Class A common stock
will prevent or impede potential acquirers from seeking to acquire control of
NRPI, which could have a depressive effect on the price of our common stock. An
additional 1,000,000 of the authorized 2,000,000 shares of Class A common stock
is available for issuance. The Class A common stock is non-transferable except
to a family member.
On February 10, 2000, the Company entered into a consulting agreement
between the Company and the following individual professional persons who acted
as consultants to the Company: M. Richard Cutler, Brian A. Lebrecht, Vi Bui,
James Stubler, and Samuel Eisenberg for services involving consultation, advice
and counsel with respect to the negotiation and completion of the stock exchange
between NRPI and MAS XV. In addition to cash
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compensation, the agreement also called for issuance of a total of 500,000
shares of NRPI to be issued to the consultants together with an obligation for
the Company to register such shares on Form S-8 at NRPI's sole expense. This
obligation was completed February 17, 2000.
The President of the Company, Richard Astrom, owed the Company $302,000
pursuant to a note which matured September 20, 2000. During the quarter ended
June 30, 2000, the $302,000 note and interest accrued thereon was converted from
a note receivable to a prepaid management fee pursuant to an agreement with
Richard Astrom, the Company's President.
The officers of the Company, Richard Astrom and Christopher Astrom, receive
additional compensation in the form of commissions for the execution of real
estate transactions. During the fiscal year ended September 30, 1999, $121,000
was paid out and/or accrued to the two officers.
PROPOSAL 2: AMENDMENT OF ARTICLES OF INCORPORATION
The Board of Directors proposes to amend the Company's Articles of
Incorporation to change the name of the Corporation to National Residential
Properties, Inc. Management has noted considerable confusion from the public
with respect to the name of the Corporation as it relates to the business of the
Company. The Board of Directors believes that changing the name of the
Corporation to National Residential Properties, Inc. will more accurately
reflect the business of the Corporation.
The Company proposes to amend of its Articles of Incorporation to change
its name to National Residential Properties, Inc.
Article 1 of the Articles of Incorporation is hereby proposed to be amended
to read in its entirety as follows:
The Name of the Corporation is hereby amended to read as follows:
The name of the Corporation shall be:
National Residential Properties, Inc.
The proposed change in name of the Corporation is desirable for, among
other things, to more accurately reflect the business of the Corporation. The
Corporation's trading symbol "NRPI" will not be changed.
The Board of Directors approved this amendment to the Articles of
Incorporation by a unanimous vote. Adoption of this amendment requires the
affirmative vote of the holders of a majority of the outstanding shares of each
class of stock entitled to vote. If it is adopted, the amendment will become
effective as soon after the meeting as practicable upon the filing of the
Certificate of Amendment to the Articles of Incorporation by the Secretary of
State of Nevada.
Recommendation and Vote Required
The Board recommends that the shareholders vote "FOR" this proposal to
adopt the Articles of Amendment. The affirmative vote of a majority of the
outstanding shares of each class of stock
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entitled to vote is required for approval. See "VOTING SECURITIES AND PRINCIPAL
HOLDERS THEREOF" above.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Baum and Company, CPA's, served as the independent accountants for the
Company for the year ended September 30, 1999. Management of the Company intends
to select such firm as the Company's independent accountant for the fiscal year
ending September 30, 2000.
A representative of Baum and Company, CPA's, is not expected to be present
at the Annual Meeting.
OTHER MATTERS
Except for the matters referred to in the accompanying Notice of Annual
Meeting, management does not intend to present any matter for action at the
Annual Meeting and knows of no matter to be presented that is a proper subject
for action by the shareholders at the meeting. However, if any other matters
should properly come before the meeting, it is intended that votes will be cast
pursuant to the authority granted by the enclosed Proxy in accordance with the
best judgment of the person or persons acting under the Proxy.
ANNUAL REPORT
The Company's Report on Form 8K dated February 14, 2000, including the
financial statements of National Rehab Properties, Inc. for the years ended
September 30, 1998 and 1999, as filed with the Securities Exchange Commission
under the Securities Exchange Act of 1934, constitutes the annual report to
shareholders and is incorporated in this Proxy Statement by reference. A copy of
the Company's audited financial statements for the years ended September 30,
1998 and 1999 are included herewith and made a part of this document by
reference.
Upon written request, the Company will furnish any person who is a
shareholder of the Company as of August 17, 2000, a copy of the Form 8K
described above and any exhibit thereto and the latest Form 10QSB as filed with
the Securities Exchange Commission. Any such written request may be addressed to
the Corporate Secretary, National Rehab Properties, Inc., 2921 NW 6th Avenue,
Miami, Florida 33127.
SHAREHOLDER PROPOSALS
Any shareholder proposing to have any appropriate matter brought before the
next Annual Meeting of Shareholders must submit such proposal in accordance with
the proxy rules of the Securities and Exchange Commission. Such proposals should
be sent to the Corporate Secretary,
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National Rehab Properties, Inc., 2921 NW 6th Avenue, Miami, Florida 33127 for
receipt no later than November 30, 2000.
By order of the Board of Directors,
Richard Astrom, President
Miami, Florida
August 21, 2000
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SHAREHOLDER PROXY
National Rehab Properties, Inc.
Annual Meeting of Shareholders
September 12, 2000.
Richard Astrom is hereby authorized to represent and to vote the shares of the
undersigned in the Company at an annual Meeting (hereafter referred to as (the
"Annual Meeting") of Stockholders to be held on September 12, 2000, and at any
adjournment as if the undersigned were present and voting at the meeting. NOTE:
Cumulative voting for Directors is not allowed.
Item 1. Election of Directors - until the next annual meeting.
FOR ELECTION OF NOMINEES |_| WITHHOLD AUTHORITY |_|
To elect all of the nominees for Directors of the Company listed below:
Term of Office Elected
Name Age With the Company Position Sought
------------------ --- ------------------------ ---------------
Richard Astrom 52 1993 to Present Director
Christopher Astrum 28 1995 to Present Director
Braulio Guiterrez 47 April 1, 2000 to Present Director
(INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write that nominee's name below)
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Item 2. FOR |_| AGAINST |_| ABSTAIN |_| Proposal to amend the articles of
incorporation to change the name of the Corporation to National Residential
Properties, Inc.
Item 3. In their discretion, on any other business that may properly come before
the meeting.
FOR |_| WITHHOLD AUTHORITY |_|
The shares represented hereby will be voted. With respect to Items 1 and 2
above, the shares will be voted in accordance with the specifications made and
where no specifications are given, said proxies will vote FOR all three
Directors and FOR all the proposals.
Please sign and date below and return to National Rehab Properties, Inc., c/o
High Country Stock Transfer, P.O. 60371, Colorado Springs, CO 80906-0371 as soon
as possible.
Receipt is acknowledged of (1) Notice of Annual Meeting, (2) Proxy Statement for
the Annual Meeting and (3) Audited Financial Statements for the years ended
September 30, 1998 and September 30, 1999.
Dated ___________________, 2000
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Print Shareholder Name(s)
exactly as listed on your certificate or your
brokerage account
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Signature
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Signature
Joint Owners should each sign. Attorneys-in-
fact, executors, administrators, trustees,
guardians or corporation officers, please
give full title and name of entity
represented by the Proxy.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
