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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S 240.14a-11(c) or S 240.14a-12
COBB RESOURCES 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)(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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transactions:
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:
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2) Form, schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed.
COBB RESOURCES CORPORATION
Warner Hollywood Studios
1041 North Formosa Avenue
Mary Pickford Building, Suite 101
Los Angeles, CA 90046
March 31, 2000
Dear COBB Resources Corporation Shareholder:
You are cordially invited to attend a special meeting (the "Special
Meeting") of the shareholders of COBB Resources Corporation, a New Mexico
corporation (the "Company") to be held on April 24, 2000 at 3:00 P.M., local
time, at the offices of COBB Resources Corporation, 1041 North Formosa Avenue,
Mary Pickford Building, Suite 101, Los Angeles, California 90046. At the Special
Meeting, you will be asked to consider and vote upon the following proposals (I)
changing the name of the Corporation to FAMILY ROOM ENTERTAINMENT CORPORATION
and (II) To transact such other business as may properly come before the Special
Meeting or any adjournments thereof. Shareholders may abstain from voting by
marking the appropriate boxes on the enclosed Proxy. Abstentions shall be
counted separately and shall be used for purpose of calculating a quorum.
It is important that your shares of capital stock be represented at the
meeting. We therefore ask that you promptly sign, date and return the enclosed
Proxy regardless of the number of shares of capital stock which you own.
Time will be set aside during the meeting to discuss each item of
business described in the Proxy Statement and for other questions relating to
the Company. Representative members of management will be on hand for this
purpose.
I look forward to seeing you at the Special Meeting.
Very truly yours,
/s/ George Furla
George Furla
CHAIRMAN OF THE BOARD OF DIRECTORS
<PAGE>
COBB RESOURCES CORPORATION
Warner Hollywood Studios
1041 North Formosa Avenue
Mary Pickford Building, Suite 101
Los Angeles, CA 90046
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 2000
To the shareholders of COBB Resources Corporation:
NOTICE IS HEREBY GIVEN that the special meeting of shareholders (the
"Special Meeting") of COBB Resources corporation, a New Mexico corporation
(the "Company"), will be held on APRIL 24, 2000 at 3:00 P.M., local time, at the
offices of COBB Resources Corporation, 1041 Formosa Avenue, Mary Pickford
Building, Suite 101, CA 90046, to consider and vote upon the following
proposals.
1. To change the Company name to Family Room Entertainment
Corporation.
2. To transact such other business as may properly come before
the Special Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 3,
2000 as the record date (the "Record Date") for the determination of
shareholders entitled to notice and vote at the Special Meeting, or any
adjournment or postponements thereof.
You are cordially invited to attend the Special Meeting. Whether or not
you plan to attend the meeting, please sign, date and return your proxy in the
reply envelope provided. Your cooperation in promptly signing and returning your
proxy will help avoid further solicitation expense.
Shareholders are requested to carefully read and review the
accompanying the Proxy Statement before executing and returning the Proxy to the
Company or voting in person at the Special Meeting.
By Order of the Board of Directors of
COBB RESOURCES CORPORATION
George Furla,
CHAIRMAN OF THE BOARD/CHIEF EXECUTIVE
OFFICER/PRESIDENT AND SECRETARY
<PAGE>
Dated: April 24, 2000
PROXY STATEMENT
COBB RESOURCES CORPORATION
Warner Hollywood Studios
1041 North Formosa Avenue
Mary Pickford Building, Suite 101
Los Angeles, CA 90046
(323) 850-2800
PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON April 14, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
GENERAL
This Proxy Statement is furnished to shareholders of COBB Resources
Corporation, a New Mexico corporation ("COBB" or the "Company"), in connection
with the solicitation of proxies by the Board of Directors for the special
meeting of shareholders to be held at the offices of COBB Resources Corporation,
1041 North Formosa Avenue, Mary Pickford Building, Suite 101, Los Angeles, CA
90046 on April 24, 2000 at 3:00 P.M., local time, and any adjournments or
postponements thereof (the "Special Meeting"). This Proxy Statement and the
attached Notice of Special Meetings are first being mailed to shareholders of
the Company on or about March 31, 2000.
At the Special Meeting, shareholders will be asked to approve and
consent to:
1. To change the Company name to Family Room Entertainment
Corporation.
2. To transact such other business as may properly come before
the Special Meeting or any adjournments thereof.
VOTING AT THE SPECIAL MEETING
The Board of Directors of the Company has fixed the close of business
on March 3, 2000 as the record date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at the Special Meeting. At the
close of business on the Record Date, there were 12,860,000 shares of the
Company's common stock, $.10 par value (the "COBB Common Stock"), issued and
outstanding, each of which is entitled to one vote at the Special Meeting.
The Company has approximately 725 holders of record.
<PAGE>
Under the Certificate of Incorporation of the Company and under the New Mexico
Business Corporation Law, the affirmative vote of a majority of the combined
votes cast by the holders of the issued and outstanding shares of the capital
stock of the Company entitled to vote ("Shareholder Approval") is necessary to
approve and consent to the change in the name of the Company. The Board of
Directors recommends voting FOR the One Shareholder matter. Unless otherwise
instructed, proxies solicited by the Board of Directors will be voted FOR the
One Shareholder Matters.
In order to vote in favor of or against the One Shareholder
Matters at the Special Meeting, shareholders may attend the Special Meeting or
deliver executed proxies to the Secretary of the Company at 1041 North Formosa
Avenue, Mary Pickford Building, Suite 101, Los Angeles, CA. 90048 on or before
the date of the Special Meeting. Shareholders attending the meeting may abstain
form voting by marking the appropriate boxes designated as Abstain on the Proxy.
Abstentions shall be counted separately and shall be used for purposes of
calculating a quorum.
It is not anticipated that any other matters will be brought before the
Special Meeting.
PROXY SOLICITATION
The expense of preparing, printing and mailing this Proxy Statement,
exhibits and the proxies solicited hereby will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by officers and
directors and regular employees of the Company, without additional remuneration,
by personal interviews, telephone, telegraph or facsimile transmission. The
Company will also request brokerage firms, nominees, custodians and fiduciaries
to forward proxy material to the beneficial owners of shares of capital stock
held of record and will provide reimbursements for the cost of forwarding the
material in accordance with customary charges.
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS OF THE
COMPANY.
The following table sets forth as of February 23, 2000 (the record
date), certain information with respect to the beneficial ownership of the
outstanding shares of the Company's Common Stock and Preferred Stock by (i) each
person known by the Company to be the beneficial owner of 5% or more the Common
Stock or Preferred Stock; (ii) each director of the Company; (iii) each Named
Executive Officer of the Company; and (iv) all directors and executive officers
as a group. Unless otherwise indicated below, such individuals have the sole
power to control the vote and dispose of such shares of capital stock:
<TABLE>
<CAPTION>
Shares of Percentage
Name Common Stock of Total Stock
- ------------- ------------ --------------
<S> <C> <C>
George Furla (1) . . . . . . . . . . . .3,969,000 30.39%
24.66%
c/o COBB Resources Corp.
1041 North Formosa Avenue
Mary Pickford Building, Suite 101
Los Angeles, CA. 90046
Randall Emmett (2) . . . . . . . . . . .3,968,000 30.39%
c/o COBB Resources Corp.
1041 North Formosa Avenue
Mary Pickford Building, Suite 101
Los Angeles, CA. 90046
Peter Benz (3) . . . . . . . . . . . . .3,968,000 30.39%
c/o COBB Resources Corp.
1041 North Formosa Avenue
Mary Pickford Building, Suite 101
Los Angeles, CA. 90046
All directors and officers as a group
(3persons) . . . . . . . . . . . . . . .11,905,000 91.17%
<FN>
- --------------
(1) Mr. Furla is the Chief Executive Officer; President and Director of the
Company.
(2) Mr. Emmett is the Chief Operating Officer and a director of the Company.
(3) Mr. Benz is the Treasurer and a director of the Company.
</TABLE>
<PAGE>
1. Change in the Company's Name
Subject to the approval and consent by the shareholders of the Company
of the name change of the Company to Family Room Entertainment, the Company is
seeking approval and consent from the shareholders of the Company giving the
Board of Directors the authority and power to effectuate the change.
The Board of Directors believes that the name change will be
representative of the type of business that the Company is now pursuing.
The Board of Directors recommends that stockholders vote "FOR" the
Foregoing, approval and consent giving the Board of Directors of the Company the
authority and power to effectuate the name change to Family Room Entertainment
Corporation.
MISCELLANEOUS
REVOCATION OF PROXIES
If the Special Meeting is adjourned, for whatever reason, the One
Shareholder Matter shall be considered and voted upon by shareholders at the
subsequent "adjourned or postponed meeting," if any.
You may revoke your proxy at any time prior to its exercise by
attending the Special Meeting and voting in person, although attendance at the
Special Meeting will not in and of itself constitute revocation of a proxy, by
giving notice of revocation of your proxy at the Special Meeting, or by
delivering a written notice of revocation or a duly executed proxy relating to
the matters to be considered at the Special Meeting and bearing a later date to
the Secretary of the Company at 1041 North Formosa, Mary Pickford Building,
Suite 101, Los Angeles, CA 90046. Unless revoked in the manner set forth above,
proxies on the form enclosed will be voted at the Special Meeting in accordance
with your instructions.
<PAGE>
ADDITIONAL AVAILABLE INFORMATION
The Company is subject to the informational filing requirement of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, the Company files periodic reports, proxy statements and
other information with the Commission under the Exchange Act relating to its
business, financial condition and other matters. The Company is required to
disclose in such proxy statements certain information as of particular dates,
concerning the Company's directors and officers, their remuneration, options
granted to them, the principal holders of the Company's Securities and any
material interests of such persons in transactions with the Company. Such
reports, proxy statements and other information may be inspected at the
Commission's office at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies
may be obtained on payment of the Commission's customary fees by writing to its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.
OTHER MATTERS
The Board of Directors of the Company does not intend to bring any
other matters before the Special Meeting and does not know of any other matter
that may be brought before the Special Meeting.
STOCKHOLDER PROPOSALS FOR THE 2001 SPECIAL MEETING
The date by which stockholder proposals for inclusion in the proxy
materials relating to the next Special Meeting of Stockholders must be received
by the Company at its principal executive offices, Attention: George Furla,
Chairman of the Board, 1041 North Formosa, Mary Pickford Building, Suite 101,
Los Angeles, CA 90046. 91789 by December 1, 2000.
By Order of the Board of Directors of
COBB RESOURCES CORPORATION
/s/ George Furla
George Furla
CHAIRMAN OF THE BOARD/CHIEF
EXECUTIVE OFFICER and President
