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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ALL-COMM MEDIA CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 fee 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) Date Filed:
.......................................................
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PRELIMINARY COPY
ALL-COMM MEDIA CORPORATION
333 SEVENTH AVENUE
NEW YORK, NEW YORK 10001
(212) 594-7688
From the desk of
Jeremy Barbera
Chairman and Chief Executive Officer
, 1997
Dear Shareholder:
It is my pleasure to invite you to a Special Meeting of the Shareholders of
ALL-COMM MEDIA CORPORATION. The Special Meeting will be held at 9:30 a.m., on
Monday, June 30, 1997, at the offices of Camhy Karlinsky & Stein LLP, 1740
Broadway, 16th Floor, New York, New York 10019. Admission to the meeting will
begin at 9:00 a.m. Directions to the conference room for the meeting will be
available at the receptionist.
The enclosed Notice of Special Meeting of Shareholders and Proxy Statement
describe the formal business of the Special Meeting, which is management's
proposal to amend the company's Amended and Restated Articles of Incorporation
to change the name of the company from All-Comm Media Corporation to Metro
Services Group, Inc. Also during the Special Meeting, management will address
and discuss other corporate matters which may be of interest to you as a
shareholder.
It is important that your shares are represented at this Special Meeting,
whether or not you attend the Special Meeting in person, and regardless of the
number of shares you own. To be sure that your shares are represented, we urge
you to complete and return the enclosed proxy card as soon as possible. If you
change your mind and plan to attend the Special Meeting, you may deliver written
revocation of your proxy in person and submit a ballot at the Meeting. If you
change your mind and do not plan to attend the Special Meeting, your proxy can
only be revoked by a later-dated proxy delivered prior to the meeting to our
offices (via fax to (212) 465-8877) or to a Continental Stock Transfer & Trust
Company (via fax to (212) 509-5152).
Sincerely,
Jeremy Barbera
Chairman and Chief Executive Officer
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PRELIMINARY COPY
ALL-COMM MEDIA CORPORATION
333 SEVENTH AVENUE
NEW YORK, NEW YORK 10001
(212) 594-7688
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY JUNE 30, 1997
TO THE HOLDERS OF COMMON STOCK OF ALL-COMM MEDIA CORPORATION:
A Special Meeting of Shareholders of ALL-COMM MEDIA CORPORATION, a Nevada
corporation ("ACMC"), will be held at 9:30 a.m., Monday, June 30, 1997 at the
law offices of Camhy Karlinsky & Stein, LLP 1740 Broadway, 16th Floor, New York,
NY.
The purposes of the meeting are to:
(1) Approve a management proposal to amend the Amended and Restated
Articles of Incorporation to change the name of the company from
"All-Comm Media Corporation" to "Metro Services Group, Inc."
(2) Act upon such other matters as may properly come before the
meeting or any adjournment of adjournments thereof.
Holders of Common Stock of record at the close of business on May 30, 1997, are
entitled to notice of, and to vote at, the meeting and any adjournment of the
meeting. A list of the shareholders of ACMC as of the close of business on that
date will be available for inspection during business hours from , 1996
through June 29, 1997, at 333 Seventh Avenue, New York, New York 10001, and will
also be available at the Special Meeting.
By Order of the Board of Directors
/s/ Alan I. Annex
----------------------------------
Alan I. Annex
Secretary
, 1997
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PRELIMINARY COPY
ALL-COMM MEDIA CORPORATION
333 SEVENTH AVENUE
NEW YORK, NEW YORK 10001
(212) 594-7688
PROXY STATEMENT
IMPORTANT NOTICE
, 1997
IF YOU DO NOT PLAN TO ATTEND THE SPECIAL MEETING, YOU MAY VOTE YOUR SHARES BY
COMPLETING, DATING, SIGNING, AND PROMPTLY MAILING THE ENCLOSED PROXY CARD IN THE
RETURN ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED
STATES. ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME IN
WRITING BEARING A LATER DATE THAN THE PROXY AND DELIVERED TO THE SECRETARY OF
THE COMPANY OR TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, THE AGENT
APPOINTED BY THE COMPANY TO COUNT THE VOTES OF THE SHAREHOLDERS. ANY
SHAREHOLDERS WHO HAVE PROPERLY REVOKED A PROXY IN WRITING AND ARE PRESENT AT THE
SPECIAL MEETING MAY VOTE IN PERSON.
SPECIAL MEETING OF SHAREHOLDERS:
The Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of ALL-COMM MEDIA CORPORATION (the "Company") for use
at a Special Meeting of Shareholders of the Company to be held at 9:30 a.m., on
Monday, June 30, 1997, at the offices of Camhy Karlinsky & Stein LLP, 1740
Broadway, 16th Floor, New York, New York. The purposes of the Special Meeting
are to approve management's proposal to change the name of the Company to Metro
Services Group, Inc. and to authorize among other things, the amendment of the
Company's Amended and Restated Articles of Incorporation and such other
documentation as may be required to effectuate this name change. The Notice,
this Proxy Statement, and the accompanying proxy card are being mailed , 1997
to shareholders of record of the Company's common stock ("Common Stock") at the
close of business on May 30, 1997, the record date for determining shareholders
entitled to notice of, and to vote at, such Special Meeting. Each share entitles
the registered holder to one vote. As of May 28, 1997, there were 11,426,764
shares of Common Stock outstanding.
All shares represented by proxies will be voted by the individuals designated on
the enclosed proxy card, all of whom are members of the Board of Directors, in
accordance with the shareholders' directions. If the proxy card is signed and
returned without specific directions with respect to the matters to be acted
upon, the shares will be voted in accordance with the recommendations of the
Board of Directors described below. Any shareholder giving a proxy may revoke it
at any time before such proxy is voted at the Special Meeting by giving written
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notice of revocation to either the Company's secretary (via fax to (212)
465-8877) or to Continental Stock Transfer & Trust Company (via fax to (212)
509-5152), the agent appointed by the Company to count the votes of the
shareholders. Once a proxy has been revoked in writing, a shareholder may either
(a) attend the Special Meeting and vote in person, or (b) submit a later-dated
proxy. The Chairman of the Board will announce the closing of the polls during
the Special Meeting. All proxies must be received prior to the closing of the
polls in order to be counted.
A shareholder may designate a person or persons other than himself or herself to
act as the shareholder's proxy rather than the directors named on the proxy
card. The shareholder may do so in writing delivered no later than June 29, 1997
by means of facsimile or other electronic transmission to the secretary of the
Company (fax: (212) 465-8877), and delivering the signed proxy card, together
with the original authorization, to such person or persons to present the same
at the Special Meeting. The written authorization must state the name or names
of the person or persons authorized by the shareholder to act as alternative
proxy or proxies. The person(s) designated by the shareholder must present the
signed proxy card and the original written authorization to so act at the
Special Meeting in order for the shares to be voted.
Officers, agents, and employees of the Company and other solicitors retained by
the Company may, by letter, by telephone, or in person, make requests for the
return of proxies and may receive proxies on behalf of the Company. Brokers,
nominees, fiduciaries, and other custodians will be requested to forward
soliciting material to the beneficial owners of shares and will be reimbursed
for their expenses. All costs of soliciting proxies will be borne by the
Company.
Shareholders representing a majority of the Common Stock outstanding and
entitled to vote must be present in person or represented by proxy in order to
constitute a quorum to conduct business at the Special Meeting. A list of
eligible voters will be available at the Special meeting. The following proposal
is to be submitted to the shareholders at the Special Meeting: Approval of a
management proposal to amend the Amended and Restated Articles of Incorporation
to change the name of the Company from "All-Comm Media Corporation" to "Metro
Services Group, Inc."
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE, AND RETURN YOUR PROXY CARD PROMPTLY
SO THAT A QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING.
VOTING
As described below, the Board of Directors is submitting to the shareholders at
the Special Meeting the proposal to change the name of the Company from
"All-Comm Media Corporation"
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to "Metro Services Group, Inc.", and to take all such further action as may be
required to effectuate the change. Under Nevada law, in order for a proposal to
amend the Amended and Restated Articles of Incorporation to pass, a majority of
the outstanding shares of Common Stock entitled to vote on the proposal must
approve the amendment. In this instance, abstentions will have the same effect
as a vote against the proposal.
Each share of Common Stock represented at the Special Meeting is entitled to one
vote on the sole matter expected to be brought before the Special Meeting by the
Board of Directors. If no directions are given and the signed proxy card is
returned, the members of the Board of Directors will vote the shares represented
by such proxy in accordance with the Directors' recommendation reflected on the
proxy card, and at their discretion on any other matter that may properly come
before the Special Meeting. In circumstances where brokers are prohibited from
exercising discretionary authority for beneficial owners who have not returned
proxies to the brokers (so-called "broker non-votes"), those shares will have
the same effect as a vote against the proposal.
DIRECTORS' PROPOSAL TO AMEND THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
TO CHANGE THE NAME OF THE COMPANY TO METRO SERVICES GROUP, INC.
The Board of Directors proposes and recommends to the shareholders for their
approval an amendment to the Company's Amended and Restated Articles of
Incorporation to increase the number of authorized shares of Common Stock of the
Company by amending the first paragraph of Article I to read:
"The name of the corporation shall be Metro Services Group,
Inc."
The shareholders' approval of the proposal to change the name of the Company
includes granting the officers of the Company, and each of them acting alone,
the authority to take all such further actions as may be required to effectuate
such change, including, but not limited to, the filing of a formal Certificate
of Amendment to the Amended and Restated Articles of Incorporation on behalf of
the Company with the Nevada Secretary of State's Office.
Metro Services Group, Inc. ("MSGI"), currently an operating subsidiary of the
Company, has spent the last ten years developing a reputation as a highly
effective service provider in the direct marketing industry encompassing more
than 30 business sectors, 700 clients and literally thousands of professional
contacts. The current management of the Company and its board of directors have
elected to concentrate on expansion in the Marketing Information Services sector
of the direct marketing industry. MSGI has achieved very positive brand
awareness in this
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sector, and it is management's wish to leverage the core competency of MSGI and
adopt it as the primary mission of this company. Therefore it is management's
intention to change the name of "All-Comm Media Corporation" to "Metro Services
Group, Inc." and to trade under the symbol "MSGI" which is currently on hold for
the company with the NASDAQ small cap market.
The former management of the Company envisioned a full service integrated
marketing firm (all communications of media) and spent the past two years
pursuing methods of financing said platform. The Company has not developed any
core competency nor brand-recognition in this business sector.
The operating subsidiary currently known as "MSGI" will be renamed "Metro
Direct" which is consistent with their reputation within the direct marketing
industry. The operating subsidiary known as "Stephen Dunn & Associates" will be
renamed "SD&A" to shift the focus away from the former owner, Stephen Dunn,
while maintaining their successful reputation within the telemarketing industry.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL TO
AMEND ARTICLE I OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION TO CHANGE
THE NAME OF THE CORPORATION TO METRO SERVICES GROUP, INC.
OTHER BUSINESS
The Board of Directors is not aware of any matters which will be presented at
the Special Meeting for action on the part of shareholders other than the
proposed name change.
By Order of the Board of Directors
/s/ Alan I. Annex
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Alan I. Annex
Secretary
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APPENDIX I
PROXY CARD
This proxy is solicited on behalf of the Board of Directors of
ALL-COMM MEDIA CORPORATION, for the Special Meeting of Shareholders to
be held on June 30, 1997. The Board of Directors recommend a vote 'FOR'
the following management proposal:
Change the name of All-Comm Media Corporation to Metro Services Group, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Votes MUST be indicated by placing an 'x' in one of the above boxes
using black or blue ink. The undersigned hereby appoints Jeremy Barbera
and Alan I. Annex, and each of them, proxies, with full power of
substitution, to vote all shares of Common Stock of the undersigned in
ALL-COMM MEDIA CORPORATION at the Special Meeting of Shareholders to be
held on June 30, 1997, and at any adjournment thereof, upon all subjects
that may properly come before the meeting including the change of the
name of the company to Metro Services Group, Inc. IF SPECIFIC DIRECTIONS
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ARE NOT GIVEN WITH RESPECT TO THE CHANGE OF THE NAME OF THE COMPANY TO METRO
SERVICES GROUP, INC. OR ANY OTHER MATTERS TO BE ACTED UPON AT THE SPECIAL
MEETING AND THIS PROXY CARD IS SIGNED AND RETURNED, THE PROXIES WILL VOTE IN
ACCORDANCE WITH THE BOARD'S RECOMMENDATION (I.E., FOR THE CHANGE) AND ON ANY
OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
Please date and sign exactly as
your name or names appear on this
proxy card. If the shares are held
jointly, each shareholder should
sign. If signing as an executor,
trustee, administrator, custodian,
guardian, corporate officer, or
pursuant to a power of attorney,
please so indicate below.
Dated: ___________________________
__________________________________
__________________________________
Check this box if you have either a change of address or comments, and please
note the name on this proxy card.
