<PAGE>
PRE SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
/x/ Preliminary Information Statement
/ / Confidential, For Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
/ / Definitive Information Statement
FPA CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(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 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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).
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement no.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
FPA CORPORATION
Corporate Headquarters:
3333 Street Road, Suite 101
Bensalem, Pennsylvania 19020
Telephone Number: (215) 245-7500
PRELIMINARY INFORMATION STATEMENT
PURSUANT TO RULE 14C-2 OF THE SECURITIES EXCHANGE ACT
This information statement (the "Information Statement") is being
furnished to the holders of the common stock, par value $.10 per share (the
"Common Stock"), of FPA Corporation (the "Company") to advise them of the
approval by written consent (the "Consent") by Mr. Jeffrey P. Orleans, the
record holder of 7,085,675 shares, or approximately 62.4%, of the Company's
issued and outstanding Common Stock (the "Consenting Stockholder") at the time
of the Consent, of an amendment to the Company's Certificate of Incorporation
changing the name of the Company from "FPA Corporation" to "Orleans
Homebuilders, Inc." (the "Amendment"). This approval was obtained pursuant to
Section 228 of the Delaware General Corporation Law ("Section 228"), subject to
the expiration of twenty (20) days following the mailing of this Information
Statement to the Company's stockholders as required under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the filing with the
Secretary of State of the State of Delaware of an appropriate Certificate of
Amendment to the Company's Certificate of Incorporation (the "Certificate of
Amendment"). No further corporate or stockholder approvals of these actions are
required. Accordingly, this Information Statement is being furnished solely for
the purpose of informing stockholders of these matters in compliance with the
Exchange Act and subsection (d) of Section 228. This Information Statement is
being sent to stockholders on or about June __, 1998.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
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TABLE OF CONTENTS
Page
Background; Reasons for Amendments.................................. 2
Principal Stockholders.............................................. 3
Unavailability of Dissenter's Rights under Delaware Law............. 5
Additional Information.............................................. 5
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BACKGROUND/REASONS FOR AMENDMENT
Over the past few years, management has come to believe that the
Company's current name, "FPA Corporation," lacked sufficient name recognition
with the general public. In management's opinion, this was especially true
relative to the perceived wide spread name recognition within the
Philadelphia/New Jersey area of several of the Company's wholly-owned
subsidiaries. Those subsidiaries contained "Orleans" in their corporate name,
and apparently benefited greatly from the name recognition associated with the
Orleans family in the home building field. Based upon this perception,
management approached the Company's Board of Directors (the "Board") in April
1998 and recommended the Board begin the process of changing the name of the
Company to "Orleans Homebuilders, Inc."
After receiving and reviewing management's recommendation, the Board
determined that changing the name of the Company to "Orleans Homebuilders, Inc."
would be beneficial to the Company and that such change should be effectuated
through the Amendment. In making this determination, the Board believed, and
continues to believe, that the Amendment is beneficial to the Company for the
following reasons:
1. The Amendment identifies the Company with its principal
activity, that of building homes.
2. The Amendment capitalizes on the positive name recognition
associated with the Orleans family, which has been one of the
preeminent home builders in the Philadelphia/New Jersey region
for 80 years
3. The name "FPA Corporation" was derived from the Company's
original name, Florida Palm-Aire, at a time when the Company
focused its activities in Florida. This time has since past,
and the Board believes that the Company must focus public
recognition on its current predominant activity.
In light of the foregoing, on April 20, 1998, the Board approved and
recommended to the shareholders of the Company the Amendment changing the name
of the Company to "Orleans Homebuilders, Inc." On May 11, 1998, pursuant to
Section 228, the Consenting Stockholder consented in writing to the Amendment.
The name of the Company will be changed from "FPA Corporation" to "Orleans
Homebuilders, Inc." upon the expiration of twenty (20) days following the
mailing of this Information Statement to the Company's stockholders at which
time the Certificate of Amendment will be filed with the Secretary of State of
the State of Delaware and become effective under the Delaware General
Corporation Law.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of the close of business on May 1,
1998 (except with respect to Mr. Orleans, Mr. Goodman, Mr. Goldman and Mr. Katz,
which is as of the close of business on May 22, 1998), certain information with
respect to the beneficial shareholdings of each director, each of the five most
highly compensated executive officers, and all executive officers and directors
as a group, as well as the holdings of each stockholder who was known to the
Company to be the beneficial owner, as defined in Rule 13d-3 under the Exchange
Act, of more than 5% of the Company's shares of Common Stock, based upon Company
records or Securities and Exchange Commission records. Each of the persons
listed below has sole voting and investment power with respect to such shares,
unless otherwise indicated.
<TABLE>
<CAPTION>
Number of Shares Percent
Name of Beneficial Owner Beneficially Owned of Class
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<S> <C> <C>
Jeffrey P. Orleans, Director and Executive Officer........... 7,232,708(1) 63.7%
3333 Street Road, Suite 101
Bensalem, PA 19020
Benjamin D. Goldman, Director and Executive Officer ......... 1,189,308(2) 10.1
3333 Street Road, Suite 101
Bensalem, PA 19020
Lewis Katz, Director ........................................ 479,000(3) 4.2
Michael T. Vesey, Executive Officer ......................... 201,000(4) 1.8
Robert N. Goodman, Director ................................. 55,000(5) *
Sylvan M. Cohen, Director.................................... 79,052(6) *
Joseph A. Santangelo, Executive Officer...................... 72,500(7) *
Gary Schaal, Executive Officer............................... 55,000(8) *
David Kaplan, Director....................................... 59,000(9) *
Michael Karmatz, Executive Officer of
Orleans Construction Company, a subsidiary
of the Company............................................. 16,400(10) *
Andrew N. Heine, Director ................................... 25,000(11) *
All directors and executive officers
as a group (11 persons) ................................... 9,463,968(12) 78.5
</TABLE>
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* Less than 1% of the outstanding shares of Common Stock of the Company.
(1) The shares reflected include (a) 5,000 shares of 10,000 shares owned by a
privately-held corporation, of which Mr. Orleans is a 50% stockholder and
(b) 700 shares held as custodian for a minor son and minor daughter. Mr.
Orleans could acquire up to 2,000,000 additional shares of Common Stock
upon the conversion of the Company's $3 million convertible subordinated
7% Note, due January 1, 2002 (the "Note"), issued to him on August 1,
1996. The Note is not convertible into shares of Common Stock until the
American Stock Exchange approves a supplemental listing application
covering such shares. The Company anticipates approval of the listing of
such shares during 1998.
(2) Includes (a) 450 shares held by Mr. Goldman in his capacity as trustee
for a minor child, (b) 400,000 shares issuable upon exercise of the
vested portion of outstanding stock options, and (c) 600,000 held in
three separate trusts for the benefit of the children of Mr. Orleans, as
to which Mr. Goldman is, in each case, sole trustee.
(3) Includes 25,000 shares issuable upon exercise of the vested portion of
outstanding stock options.
(4) Includes 85,000 shares issuable upon exercise of the vested portion of
outstanding stock options.
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(5) The shares reflected consist of (a) 30,000 shares owned by Goodtab
Corporation (of which Mr. Goodman is the sole shareholder) and (b) 25,000
shares issuable upon exercise of the vested portion of outstanding stock
options.
(6) The shares reflected include (a) 5,000 shares of 10,000 shares owned by a
privately-held corporation of which Mr. Cohen is a 50% shareholder, (b)
6,125 shares held by Mr. Cohen's wife (for which Mr. Cohen disclaims
beneficial ownership) and (c) 25,000 shares issuable upon exercise of the
vested portion of outstanding stock options.
(7) Includes 40,000 shares issuable upon the exercise of vested portion of
outstanding stock options.
(8) Includes 30,000 shares issuable upon the exercise of the vested portion
of stock options.
(9) Includes 25,000 shares issuable upon exercise of the vested portion of
outstanding stock options.
(10) Consists of 15,000 shares issuable upon exercise of the vested portion of
outstanding stock options.
(11) Consists of 25,000 shares issuable upon exercise of the vested portion of
outstanding stock options.
(12) Includes 695,000 shares issuable upon exercise of the vested portion of
outstanding stock options.
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UNAVAILABILITY OF DISSENTER'S RIGHTS UNDER DELAWARE LAW
The corporate actions described in this Information Statement will not
afford to stockholders the opportunity to dissent from the action described
therein and to receive an agreed or judicially appraised value for their shares.
ADDITIONAL INFORMATION
The Company is subject to the information requirements of the Exchange
Act and in accordance therewith files reports, proxy statements, and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected and copied at
the offices of the Commission, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and the following regional offices of the Commission: Northwest
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such
materials may be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission maintains a website that contains reports, proxy
statements and other information regarding registrants that are filed
electronically with the Commission and the address of such site is:
(http://www.sec.gov).
June __, 1998 By Order of the Board of Directors
JOSEPH A. SANTANGELO,
Secretary-Treasurer
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