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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
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
Inter-Continental Services Corporation
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(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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<PAGE>
INTER-CONTINENTAL SERVICES CORPORATION
--------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, AUGUST 29, 1997
TO: The Shareholders of Inter-Continental Services Corporation
You are hereby notified that the Annual Meeting of Shareholders of
Inter-Continental Services Corporation (the "Company") will be held at The
Corporate Office, 2183 Fairview Road, Suite 101, Costa Mesa, California 92627,
on Friday, August 29, 1997 at 3:00 p.m., Pacific Daylight Time, for the purpose
of considering and voting upon the following matters:
1. To elect as Directors and Officers listed in the Proxy Statement dated
July 3, 1997, to hold office until the next annual meeting of the
Company's shareholders and until their successors are elected and have
qualified; and
2. To approve expanding the Board of Directors to seven (7) people and
require a minimum of two outside members; and
3. To redomicile the Corporation to the State of Delaware; and
4. To approve increasing the number of authorized shares to 30,000,000;
and
5. To reverse split the Company shares one (1) for two (2); and
6. To approve purchase of the assets of the Meyer Group Limited; and
7. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only those shareholders of record at the close of business on August 19,
1997, shall be entitled to vote at said meeting.
The enclosed proxy and this proxy statement were first sent or given to the
Company's shareholders on or about Tuesday July 15, 1997.
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WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL SHAREHOLDERS' MEETING,
PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE IN THE
RETURN ENVELOPE TO ASSURE REPRESENTATION OF YOUR SHARES. YOU MAY REVOKE YOUR
PROXY AT ANY TIME PRIOR TO ITS EXERCISE BY WRITTEN NOTICE TO THE SECRETARY OF
THE COMPANY PRIOR TO THE MEETING, OR BY ATTENDING THE MEETING PERSONALLY AND
VOTING.
By Order of the Board of Directors
Robert N. Meyer
Chairman
Costa Mesa, California
Dated: July 3, 1997
2
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INTER-CONTINENTAL SERVICES CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
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This Proxy Statement which is first being mailed or given to shareholders
on or about July 15, 1997, is provided in conjunction with the solicitation of
proxies by the Board of Directors of Inter-Continental Services Corporation (the
"Company") for use at the Annual Shareholders' Meeting of the Corporation. The
Annual Meeting will be held at Inter-Continental Services Corporation's
corporate office, 2183 Fairview Road, Suite 101, Costa Mesa, California 92627,
on Friday, August 29, 1997 at 3:00 p.m.
THE PROXY
The persons named for Directors on the enclosed Proxy Form were selected by
the Board of Directors of the Company. No other officer or employee of the
Company may be named as proxy.
Whether or not you expect to attend the Annual Shareholders' Meeting,
please mark, date, sign and return your Proxy in the enclosed envelope as
promptly as possible to assure representation of your shares. Proxies duly
executed and received in time for the meeting will be voted in accordance with
shareholders' instruction. If no instructions are given, proxies will be voted
for the election of the Officers and Directors nominated.
The solicitation of proxies on behalf of the Board of Directors is
conducted by Directors, Officers and regular employees of the Company at no
additional compensation. All expenses in connection with this proxy
solicitation will be borne by the Company. Brokers and others involved in
handling and forwarding the proxy materials to their customers having beneficial
interests in the stock of the Company registered in the names of nominees will
be reimbursed for their reasonable expenses in doing so.
VOTING RIGHTS
The Common Stock of the Company is its only class of voting securities.
The Board of Directors of the Company has fixed the close of business on July
15, 1997 as the record date for the determination of shareholders entitled to
notice of and to vote at, the meeting. The transfer books of the Company will
not be closed. As of the record date, July 15, 1997, the Company will have
issued and outstanding 1,896,572 shares of Common Stock, each of which is
entitled to one vote on all matters except that shareholders have cumulative
voting rights in the election of Directors and Officers. Proxies duly executed
and received in time for the meeting will be voted in accordance with
shareholders' instruction. If no instructions are given, proxies will be voted
for the election of the Directors and Officers nominated. A majority of the
outstanding shares must be represented at the meeting in person or by proxy in
order to conduct business at the meeting.
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REQUIRED VOTE
The election of Directors and Officers requires the vote of a majority of
the shares of the Company's stock entitled to vote at the meeting.
RIGHT OF REVOCATION
Any shareholder executing a Proxy for the meeting on the Proxy Form may
revoke the Proxy by notification to the Secretary of the Company prior to the
meeting or by attending the meeting and voting in person.
BENEFICIAL OWNERSHIP OF COMMON STOCK OF THE CORPORATION
The table set out below sets forth the number of shares of Common Stock
(the only class of outstanding equity securities in the Company) as of June 30,
1997 owned by each person known by the Company to own directly, or beneficially,
more than five percent (5%) of the outstanding shares of the Company's stock, as
well as beneficial ownership of the Common Stock by each Nominee for election as
Officer, Director, and by the Directors and Officers of the Corporation as a
Group.
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENTAGE OF
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP COMMON VOTING
- ----------------- -------------------- --------------
Dr. David C. Ganch (A) 545,666 (1) 28.77%
James F. Bell (B) 174,672 (2) 9.21%
Thomas F. Fangrow (C) 190,020 (3) 10.02%
None of the Nominees for the Board of Directors, as an individual or a group,
currently own more than 5,000 shares of the Company.
(A) Address of beneficial owner is 27 W. 041 Walz Drive, Wheaton, Illinois 60187
(B) Address of beneficial owner is 5700 Broadmoor, Suite 712, Mission Kansas
66202
(C) Address of beneficial owner is 1995 West 247th Street, Louisburg, Kansas
66053
Note 1. This includes 108,333 shares held by Dr. Ganch's wife.
Note 2. This includes 70,674 shares held by Mr. Bell's wife.
Note 3. This includes 12,000 shares held by Mr. Fangrow's wife and 33,000 shares
held by her as custodian for their child. Does not include 219,400 shares
available from conversion of convertible note.
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BUSINESS OF THE COMPANY
Since Mr. Meyer's appointment as President and Chairman of the Board of
Directors in September 1996, the Company has made substantial improvements to
Company operations and financial condition. Appropriate actions were taken to
obtain "good standing" in the states in which the Company does business. Proper
reporting was completed to get the Company current with filings to regulatory
agencies. Operating costs were reduced sufficiently to move the Company from a
position of losing money to one of modest profitability. In addition, initial
steps were taken to diversify the Company from its dependence on the credit card
industry. The stock market recognized these improvements and essentially tripled
the stock price. The current management and Directors ask for your support to
continue their drive to improve the Company and increase shareholder value.
ITEM 1: ELECTION OF DIRECTORS
A Board of five Directors shall be elected at this Annual Meeting of the
Company's shareholders. Unless otherwise specified, shares represented by
proxies will be voted in favor of the election as Directors of the persons named
below.
Shareholders are entitled to cumulate their votes for the election of
Directors. In cumulative voting, each shareholder is entitled to as many votes
as shall equal the number of shares of the Company's common stock multiplied by
the number of Directors to be elected, and he/she may cast all of his/her votes
for a single Director or he/she may distribute them among the Directors to be
voted for, as he may so choose. The Directors elected will hold office until
the next Annual Meeting of Shareholders and until their successors are elected
and have qualified. If any nominee for a Directorship is not a candidate for
election at the time of the Annual Meeting, the proxies will be voted for a
substitute nominee selected by the Board of Directors, or the number of
Directors, reduced accordingly. At the present time, the Board of Directors has
no reason to believe that any nominee will be unable to serve or will not be a
candidate.
NOMINEE- DIRECTOR PRINCIPAL OCCUPATION
- ----------------- --------------------
Robert N. Meyer President of the Company
Age 34
Director since 1996
Barry J. Weidenhammer Vice President and Treasurer of the Company
Age 58
John T. Julian Sr. Associate with Portcullis Capital Group LLC
Age 51
Alan Rosenfield Newhall Municipal Court Judge
Age 45
Howard S. Nunn, MD Medical Director, Medical Imaging Department
Age 48 Columbia Lea Regional Hospital
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Robert N. Meyer - President of Inter-Continental Services Corporation since
September 1996. Prior to that, Mr. Meyer was founder and president of Meyer
Group Limited (MGL) in Costa Mesa, CA. Mr. Meyer has considerable experience in
the telecommunications and securities industries.
Barry J. Weidenhammer - Vice President and Treasurer of Inter-Continental
Services Corporation since October 1996. Prior to this position, Mr.
Weidenhammer held general management positions with several companies in the
aerospace and other technical industries. He is a graduate engineer with an MBA.
John T. Julian - Mr. Julian is a senior associate with Portcullis Capital Group
LLC. He has over thirty years experience in management, consulting, investment
banking, corporate finance and operations with private, as well as public
companies. He is involved with community affairs and is past chairman of Small
Business Council and member of the Board of the Chamber of Commerce.
Alan S. Rosenfield - Judge Rosenfield received his AB degree from Grinnell
College, Cornell, Iowa in 1973 and his JD degree from Southwestern School of
Law, Los Angeles, CA in 1979. Prior to serving as Newhall Municipal Court
Judge, he served as Los Angeles District Attorney from 1984 to 1990.
Howard S. Nunn, Jr. - Dr. Nunn is a graduate of Indiana University and the IU
Medical School. He spent eight years with the U.S. Army where he completed his
residency in radiology. Dr. Nunn has been at the Lea Regional Hospital for the
past thirteen years in positions of increasing responsibility.
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The Company's Board of Directors has no standing audit, nominating or
compensation committee or committees performing similar functions.
The Company's Board of Directors does not have a policy of considering
nominees to the Board recommended by shareholders.
The Company's Board of Directors has the responsibility for establishing
broad corporate policies and for the overall performance of the Company,
although some of its members are not involved with the day-to-day operating
details. Members of the Board are kept informed of the Company's business by
operating and financial reports made at Board meetings.
During 1996, the Board of Directors of the Company held one meeting. Of the
current list of nominees authorized to attend meetings during 1996, all attended
100% of the meetings.
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ITEM 2 EXPAND THE BOARD OF DIRECTORS TO (7) PEOPLE
As the size and diversity of the Company increases, the complexity and
demands on the Board of Directors also increases. Management is convinced that
expanding the Board of Directors from 5 members to 7 members will increase the
base of knowledge and result in improved direction. In addition, management
believes adding a requirement to include a minimum of two outside directors will
promote diversity of thinking and provide additional protection for
shareholders. Company management is recommending approval of this proposal.
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ITEM 3: REDOMICILE
The Company is now registered as a corporation in the state of Missouri. In
the view of company management, this is no longer in the best interests of the
Company. The Company no longer maintains any operations in Missouri. More
significantly, the corporation statutes of Missouri are more restrictive than
those of some other states. This is particularly true in some areas related to
securities issues that could become a limitation to efforts to expand and
diversify the Company.
Management has reviewed alternatives for a redomicile and is recommending a
change to the state of Delaware. The costs for such a change are minimal and
shareholder approval will position the Company to better meet business needs for
growth and continuing operations.
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ITEM 4: INCREASE THE NUMBER OF AUTHORIZED SHARES
The Company is currently authorized to issue 3,000,000 shares of stock. As
of June 30, 1997, 1,896,572 shares are issued and outstanding. The balance of
unissued shares would be a severe limitation in merger and acquisition
negotiations.
Management is recommending an increase in the total number of authorized
shares to 30,000,000. These additional shares provide a resource that should
enable Company management to negotiate more favorable terms for acquisitions and
mergers. Approval does not result in any dilution to the interests of existing
shareholders.
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ITEM 5: REVERSE SPLIT EXISTING SHARES
Trading history in the Company's securities has resulted in the
restrictions on trading transactions. All activity is subject to the Securities
and Exchange Commission rules for "penny stocks". While this is not a limitation
to actual trading, it does require brokers to make certain disclosures and
provide extra documentation with each trade. The result is often a limitation on
exposure and therefore demand for the stock. Removal of such restrictions is
clearly in the best interests of shareholders.
5
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Company management believes that a shareholder action to reverse split the
outstanding shares demonstrates a commitment ot removal of trading restriction
Company management is recommending approval of a 2 for 1 reverse split of
Company shares. They are convinced that this action, when coupled with other
strategic actions, will enable the Company to achieve a lifting of this trading
restriction. Approval does not result in any dilution to the interests of
existing shareholders.
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ITEM 6: APPROVE THE PURCHASE OF MEYER GROUP LIMITED ASSETS
The Meyer Group Limited (MGL) is a private investment company formed to
accumulate assets as the foundation of a telecommunications company focused
toward applications in the medical industry. MGL holdings now include Blue Jay
Communications, a telephone company which holds an FCC Section 214 dominant
carrier license, Access Medical Systems, a company which developed a unique
system for processing medical claims electronically via computer, and several
beneficial agreements for telecommunications services.
Acquisition discussions between Inter-Continental Services Corp. (ICSC) and
MGL began in December 1994. Between that time and December 1995 MGL invested
approximately $127,000 in ICSC. The money was used to make up for operating
losses and to meet debt payment requirements until an agreement could be
finalized. MGL did receive 200,000 shares of ICSC stock for this investment.
In January 1996 a major MGL shareholder paid $300,000 to the investment
banker involved in the negotiations. This was the first installment of a
$550,000 total investment intended to purchase the stock and notes payable of
ICSC's two principal shareholders. A second installment of $200,000 was made in
April 1996, and a final $50,000 payment in September. Following this last
payment, the existing Chairman of ICSC's Board of Directors and President
resigned and appointed Mr. Robert Meyer to these positions pending election of
new directors at the next shareholder meeting.
Since Mr. Meyer's appointment, MGL has continued to make substantial
investment in ICSC to maintain and improve its operation. An additional
$330,000, plus a lot of hard work from the company's new management team, has
substantially improved the performance and status of the company. Since Mr.
Meyer's appointment, the All State Credit operation has paid its past due bills
and cut costs to become profitable. The corporate filings with the SEC were
brought up to date and trading restrictions on the stock were lifted.
Other achievements are even more significant to the company's future. The
new management team has used its knowledge and experience in the
telecommunications industry to negotiate agreements that should result in
substantial new revenue for the company and greatly reduce the company's
dependence on a few credit card companies. The company has been awarded one of a
very few agency agreements to sell GE Capital Communications products. This
provides a special opportunity to sell a highly respected, first tier quality,
long distance telephone service at very competitive pricing anywhere in the
country. We are actively recruiting agents to sell this service. In addition,
the company has signed agreements with several carriers and resellers to provide
wholesale long distance services.
These agreements when coupled with the services available from MGL will
position the company to profit from the rapidly expanding telecommunications
industry. Recent deregulation of the industry has created opportunities for
companies that can effectively serve niche areas of
6
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the market. Your management team is convinced that providing telecommunication
services to the medical industry is just such a niche and that our new
agreements and the purchase of MGL's assets provide an effective foundation for
pursuit of this select business.
MGL was founded with the goal of gaining a dominant position in providing
telecommunications services to small and medium sized medical practices. MGL
acquired two companies in pursuit of this goal. The first was Blue Jay
Communications, a telephone company which holds an FCC Section 214 Dominant
Carrier License. These licenses were awarded to a very limited number of
telephone companies following the national deregulation of long distance
telephone service in 1984. The license enables the holder to gain approval for
providing long distance service on a nationwide basis at substantially reduced
costs. Control of the costs of telecommunications is considered a key success
factor for long term success in the business.
The other business acquired by MGL was Access Medical Systems (AMS). AMS is
a company which developed a Windows-TM- based software package that enables
doctors to process insurance claims electronically rather than using paper
forms. The savings potential for the doctor and the entire industry is enormous.
The largest insurer, Medicare, now requires that claims be filed electronically
and other insurers are offering incentives for electronic claims filings. Given
the pressure on the industry to reduce costs, electronic claims processing and
the entire arena of electronic commerce are receiving much attention because of
the cost reduction potential. AMS has also negotiated an agreement with GE
Capital Communications to provide a special long distance rate for its doctors.
This program adds a nationally recognized name to the telecommunications package
AMS is providing and makes it much more attractive to doctors.
In addition to these businesses, MGL has negotiated three significant
agreements that benefit the pursuit of medical telecommunications business. One
agreement, with Select Management Corp., provides dedicated long distance
service at very aggressive rates. Another, with Electronic Translations and
Transmissions, provides claims processing communication services at a cost that
enables MGL to offer claims processing service at the lowest costs in the
industry. Finally, MGL contracted with TMEXUSA to provide direct telephone data
service to Mexico City. This agreement enables us to avoid costs encountered by
most providers and permits us to sell this high demand service at industry
leading pricing.
Management has recently reached agreement with the shareholders of MGL to
purchase their assets and the rights to their contracts in exchange for shares
in the company. An outline of the agreement is as follows:
1. Purchase Blue Jay Communications assets for a value of $350,000.
2. Purchase Access Medical Systems assets for a value of $900,000.
3. Assume rights to MGL contracts for a value of $1,440,000.
4. Retire all obligations for MGL's $330,000 investment in the company.
The total value of the purchase is therefore placed at $3,020,000.
Review of ICSC's historic stock price, the current market price, the 1 for
2 reverse split that is planned, and the discounted value of shares which carry
SEC Rule 144 trading restrictions; the negotiated value of new shares issued for
the purchase was set at $.55 per share. Consequently, the agreement sets the
purchase price for MGL at 5,490,900 shares. The shares will all comply with the
trading restrictions required by SEC Rule 144.
Within 75 days following the purchase, ICSC will engage an independent
accounting firm to audit the value of the MGL assets. Should the audit provide a
total valuation that deviates by more than 15% from that used in the purchase
agreement, an adjustment will be made to the shares issued to reflect the
audited value.
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Exhibit "A" attached herein as part of this proxy statement reflects a
statement of the companies Balance Sheet and Income Statement at 1997 year end
assuming the purchase.
Company management is convinced this purchase is in the best interests of
existing shareholders. It provides badly needed diversification and it positions
the company to aggressively pursue opportunities in the dynamic
telecommunications market and particularly the rapidly expanding niche in the
medical industry. Finally, it substantially increase the size of the business
making it more attractive to the investment community and therefore more likely
to provide a positive impact on shareholder value. Management therefore
recommends positive confirmation of the Meyer Group Limited Asset Purchase
Agreement.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following information is set forth with respect to all remuneration
paid by the Company during the last fiscal year to each Director and Officer
acting in any capacity. There was no individual Officer or Director whose
aggregate remuneration exceeded $35,000 .
CASH COMPENSATION TABLE
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NAME OF INDIVIDUAL CAPACITIES IN WHICH CASH DEFERRED
OR GROUP SERVED COMPENSATION COMPENSATION
-------- ------ ------------ ------------
James F. Bell President (until 9/96) $35,000 $ 0.00
Robert N. Meyer Consultant (prior to 9/96) $ 3,300 $ 0.00
REMUNERATION OF DIRECTORS: The Company's Directors receive no compensation for
any services provided in their capacity as a Director. No fee is paid for
attendance at meetings of the Board.
OPTIONS, WARRANTS OR RIGHTS: On December 31, 1996, no shares of the Company's
Common Stock were reserved for issuance under a nonqualified stock option plan.
TRANSACTIONS AND RELATIONS WITH ASSOCIATES AND AFFILIATES OF DIRECTORS:
During the last fiscal year the Company retained Meyer Group Limited (MGL)
to provide consulting services for the company's diversification into
telecommunication services. Robert N. Meyer, Company president, is also
president of MGL. MGL was paid $3,300 for services in 1996.
During the last fiscal year, the Company retained the law firm of Carmine
Bua as General Counsel.
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INDEBTEDNESS TO DIRECTORS, OFFICERS AND ASSOCIATES
As of December 31, 1996, the Company was indebted to the following related
parties:
NAME AND RELATIONSHIP AMOUNT OF INDEBTEDNESS
Tom Fangrow - Director $109,700
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company re-engaged Richter and Reda, Certified Public Accountants, to
serve as principal accountant effective for the year ended December 31, 1997.
The Company's Board of Directors does not have a standing audit committee.
The Company's Board of Directors once again selected the firm of Weaver & Martin
to perform the audit for the current fiscal year. No representatives of either
firm are expected to be present at the shareholders' annual meeting.
ANNUAL REPORTS
A copy of the Annual Report, Form 10-K, as prepared for the Securities and
Exchange Commission, outlining the Company's operations for the year ended
December 31, 1996 is enclosed with this notice of meeting and is included as
reference for financial statements and other related information.
SHAREHOLDER PROPOSALS FOR
THE 1998 ANNUAL SHAREHOLDERS' MEETING
Shareholder proposals, if any, for inclusion in the Proxy Statement
relating to the 1998 Annual Shareholders' Meeting, must be addressed to and
received in the office of the Secretary no later than February 1, 1998.
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ITEM 7: OTHER BUSINESS OF THE MEETING
Management is not aware of any matters to come before the Annual Meeting
other than those stated in this "proxy" statement. However, inasmuch as
matters of which Management is not aware may come before the meeting or any
adjournment thereof, the proxies confer discretionary authority will respect to
acting thereon, and the persons named in such proxies intend to vote, act and
consent in accordance with their best judgment with respect thereto.
By Order of the Board of Directors
Inter-Continental Services Corporation July 15, 1997
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EXHIBIT A
INTER-CONTINENTAL SERVICES CORP.
BALANCE SHEET
PRO FORMA
<TABLE>
<CAPTION>
DECEMBER 31,1997 DECEMBER 31,1998
<S> <C> <C> <C> <C>
CURRENT ASSETS
CASH / BANK DEPOSITS $ 10,000.00 $ 30,000.00
ACCOUNTS RECEIVABLE 120,000.00 330,000.00
ALLOWANCE-BAD DEBTS (5,000.00) (15,000.00)
TOTAL CURRENT ASSETS $ 125,000.00 $ 345,000.00
FIXED ASSETS
FURNITURE & FIXTURES 75,000.00 90,000.00
ACCUM. DEPR.- FURN. & FIXT. (45,000.00) 50,000.00
SOFTWARE & LICENSES 600,000.00 600,000.00
ACCUM. DEPR.- SOFT. & LIC. - (90,000.00)
TOTAL FIXED ASSETS $ 630,000.00 $ 650,000.00
OTHER ASSETS
CONTRACTS- 12 MONTH PROFIT 2,050,000.00 2,450,000.00
GOODWILL 330,000.00 330,000.00
ACCUM, DEPR. - GOODWILL - (11,000.00)
TOTAL OTHER ASSETS $ 2,380,000.00 $ 2,769,000.00
TOTAL ASSETS $ 3,135,000.00 $ 3,764,000.00
CURRENT LIABILITIES
ACCOUNTS PAYABLE $ 115,000.00 $ 330,000.00
ACCRUED PAYROLL & P/R TAXES 30,000.00 65,000.00
NOTES PAYABLE 25,000.00 25,000.00
TOTAL CURRENT LIABILITIES $ 170,000.00 $ 420,000.00
SHAREHOLDER EQUITY
COMMON STOCK 5,334,000.00 5,213,000.00
CONTRIBUTED CAPITAL 63,000.00 63,000.00
ACCUMULATED DEFICIT (2,270,000.00) (1,770,000.00)
TREASURY STOCK (162,000.00) (162,000.00)
TOTAL SHAREHOLDER EQUITY $ 2,965,000.00 $ 3,344,000.00
TOTAL LIABILITIES & EQUITY $ 3,135,000.00 $ 3,764,000.00
</TABLE>
<PAGE>
EXHIBIT A
INTER-CONTINENTAL SERVICES CORP.
INCOME STATEMENT
PRO FORMA
<TABLE>
<CAPTION>
DECEMBER 1997 DECEMBER 1998
<S> <C> <C> <C> <C>
REVENUE
COLLECTIONS $ 15,000.00 $ 20,000.00
MEDICAL COMMUNICATIONS 48,000.00 200,000.00
WHOLESALE COMMUNICATIONS 375,000.00 1,200,000.00
TOTAL REVENUE $ 438,000.00 $ 1,420,000.00
COST OF SALES
COMMISSIONS 48,000.00 160,000.00
NETWORK COSTS 300,000.00 960,000.00
TOTAL COST OF SALES $ 348,000.00 $ 1,120,000.00
GROSS PROFIT $ 90,000.00 $ 300,000.00
OPERATING EXPENSES
SALES AND MARKETING 25,000.00 60,000.00
OPERATIONS 36,000.00 75,000.00
GENERAL & ADMINISTRATION 30,000.00 48,000.00
TOTAL OPERATING EXPENSES $ 91,000.00 $ 183,000.00
INCOME BEFORE INTEREST AND TAXES $ (1,000.00) $ 117,000.00
INTEREST - -
TAXES - -
NET INCOME (LOSS) $ (1,000.00) $ 117,000.00
</TABLE>
<PAGE>
INTER-CONTINENTAL SERVICES CORPORATION
PROXY FORM
PLEASE SIGN AND RETURN THIS FORM
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned
(jointly or severally, if more than one) hereby make, constitute, and appoint
Robert N. Meyer as Proxy for the purpose of voting my shares at the annual
meeting of shareholders on August 29, 1997.
YES ( )
THE FOLLOWING PROPOSALS NEED BE INITIALED ONLY IF MR. MEYER IS NOT APPOINTED
ATTORNEY FOR THE PURPOSE OF VOTING THESE SHARES AT THE MEETING ON AUGUST 29,
1997.
On Proposal #1 Election of Directors NO ( ) YES ( )
(please initial the appropriate box)
On Proposal #2 Expand Board to Seven NO ( ) YES ( )
Members (please initial the appropriate box)
On Proposal #3 Redomicile to Delaware NO ( ) YES ( )
(please initial the appropriate box)
On Proposal #4 Increase Authorized Shares NO ( ) YES ( )
(please initial the appropriate box)
On Proposal #5 Reverse Stock Split NO ( ) YES ( )
(please initial the appropriate box)
On Proposal #6 Approve MGL Asset Purchase NO ( ) YES ( )
(please initial the appropriate box)
On Proposal #7 Other Business NO ( ) YES ( )
(please initial the appropriate box)
This proxy, when properly executed, will be voted as directed by the undersigned
shareholders. IF NO DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ABOVE
PROPOSALS.
Please sign below. When shares are held by joint tenants, both must sign. If
signed by an authorized executive, please provide full title.
- ------------------------------------- ----------------, 1997
(signature) (date)
- -------------------------------------
(signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THIS
PROXY FORM USING THE ENCLOSED
- ------------------------------------- ENVELOPE OR SEND BY FACSIMILE TO
(print name of shareholder(s)) COLONIAL STOCK TRANSFER AT
801/ 355-6505
