INFORMATION STATEMENT
For Annual Meeting of Shareholders
To be held December 5, 1997
This statement is furnished in connection with matters to be
voted at the Annual Meeting of Shareholders of Lincoln
International Corporation (the "Company") to be held at 10:30
a.m. EST on Friday, December 5, 1997 at the corporate offices
located at Suite 6, 120 Village Square, Louisville, Kentucky, and
at any and all adjournments thereof with respect to the matters
referred to in the accompanying notice.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
VOTING SECURITIES AND RECORD DATE
The Voting Common Stock without par value is the only
outstanding class of securities. Holders of record at the close
of business on October 31, 1997 are entitled to notice of the
meeting and to vote at the meeting or any adjournment thereof.
At the close of business on October 31, 1997, there were
outstanding 1,761,145 shares of voting common shares which are
entitled to vote at this meeting. Each share is entitled to one
vote per share and in the election of directors each share is
entitled to cumulative voting by statute. Thus holders of the
common stock are entitled to vote a number of votes per share so
held equal to the number of directors to be elected (for this
meeting six directors are to be elected) and may cast all such
votes for one candidate or distribute said votes in any manner
desired.
QUORUM AND PRINCIPAL SHAREHOLDERS
The presence, in person or by proxy, of the holders of a
majority of the total of the outstanding voting shares is
necessary to constitute a quorum at the Annual Meeting. Approval
of the proposals to be presented at the meeting will require the
affirmative vote of the holders of a majority of the shares
present at the meeting.
The following tables set forth, as of October 31, 1997, the
number of shares of the Company's voting securities owned
beneficially by each beneficial owner of more than 5% of such
voting security, by each director (and nominee), and by all
officers and directors of the Company as a group.
TOTAL SHARES OWNED APPROXIMATE
OF RECORD OR PERCENTAGE OF
NAME AND ADDRESS BENEFICIALLY STOCK OUTSTANDING
LTG, Inc., Las 910,684 51.7%
Vegas, NV *
*LTG, Inc., is a Delaware Corporation owned equally by Richard
and Janet Frockt, husband and wife, who are President/Chairman of
the Board and Secretary/Treasurer, respectively, and Shirleen
Sisney, wife of Thurman L. Sisney, president, director and chief
executive officer of Lincoln International Corporation.
Management knows of no other person or corporation owning of
record or beneficially more than 5% of the outstanding voting
securities of the Company.
ELECTION OF DIRECTORS
The number of directors to be elected are six (6). These
directors are to be elected at the meeting, each to hold office
until the next Annual meeting of stockholders and/or until
successors shall have been elected or qualified. Three (3) of
the directors have served as directors for at least a portion of
the past year. Upon election, the six directors will constitute
the entire Board of Directors of the Company.
NAME AND NOMINEE AND TOTAL SHARES OWNED APPROXIMATE
PREVIOUS POSITION WITH OF RECORD OR PERCENTAGE OF
LINCOLN INTERNATIONAL BENEFICIALLY STOCK OUTSTANDING
Thurman L. Sisney,
Chairman of the
Board and CEO 50,001* 2.8%
Richard Dolin,
Director 100
David Barhorst,
Director 0
Janet Clark Frockt **
Richard J. Frockt **
Russell R. Roth 0
*Shares held in the name of Drivers and Drovers Diversified,
Inc., a Kentucky corporation owned by Thurman L. Sisney.
**Richard and Janet Frockt, husband and wife, own half of the
stock in LTG, Inc. a Delaware Corporation which owns a
controlling interest in Lincoln International Corporation
(51.7%). The other half of the stock in LTG, Inc. is owned by
Shirleen Sisney, the wife of Thurman L. Sisney, president and CEO
of Lincoln.
Management has no reason to believe that any of the persons
named above will be unable or unavailable to accept nominations
but should this occur, votes will be given for such other person
or persons, if any, as the present Board of Directors may
recommend.
BACKGROUND OF NOMINEES
Thurman L. Sisney--Mr. Sisney is President, Chairman of the
Board and Chief Executive Officer of Lincoln International
Corporation. He has a masters degree in Business Administration
and a law degree from the University of Louisville and has been
in private practice since 1980. Mr. Sisney has served as general
counsel to the Finance and Administrative Cabinet as well as
counsel and legislative liaison to the governor of Kentucky. He
has also served as general counsel and Deputy Commissioner of the
Department of Agriculture. Mr. Sisney is active in numerous
civic and charitable organizations, including the Board of
Trustees of the United Methodist Church, founder and president of
the International Association of Convention and Hospitality and
Industry Attorneys Association.
Richard Dolin--Mr. Dolin has a juris doctorate degree form the
University of Louisville law school and is a graduate of the
Louisville Presbyterian Theological Seminary where he earned a
double competency in law and theology. He has a masters degree
in Business Administration from Bellarmine College and has done
doctoral work in business administration at the University of
Kentucky. Mr. Dolin is associate pastor for the Harvey Brown
Memorial Presbyterian Church in Louisville, where he is
responsible for adult education and out-reach programs. He also
serves as president of Nomos, Ltd., which provides consultation
to small and medium-sized organizations regarding strategic
planning, accounting, budgeting and related matters. Mr. Dolin
is involved in many community activities including work for
building homes for developmentally disabled adults.
David W. Barhorst--Mr. Barhorst is a graduate of the
University of Kentucky Honors Program with a B.S. in Advertising.
He is president of Oertel Brewery Complex Incorporated, a real
estate management and development company. Mr. Barhorst has been
in real estate investments and has been a financial consultant
with Merrill Lynch, Pierce, Fenner and Smith. He has also been
involved in all phases of advertising with various radio stations
as well as the Courier Journal and Louisville Times newspapers.
Janet Clark Frockt--Ms. Clark has a B.A. in Dramatic Arts from
the University of California at Santa Barbara. She has performed
with the Wand'ring Minstrels Theatrical Group and Theatre A La
Carte in Louisville, Kentucky. Ms Frockt is also the author,
Assistant Director and Producer of the film "Dominant Positions",
an original screenplay filmed for PBS.
Richard Jay Frockt--Mr. Frockt has a B.S. in History from
Western Kentucky University and a juris doctorate from the
University of Louisville Law School. He was a capital partner
with the law firm Barnett and Alagia in Louisville until 1986,
when he became the Chief Operating Officer of TMC Communications,
a regional long distance telephone company in Santa Barbara,
California. Mr. Frockt founded WCT Communications, Inc. in 1989.
He served as Chairman of the Board and Chief Executive Officer of
that company until 1995, seeing revenues grow to an annualized
$150,000,000 and managing an IPO (initial public offering) and
NASDAQ National Market Listing in 1993.
Russell R. Roth--Mr. Roth earned a B.S. in Economics from the
University of Kansas and an MBA in Finance from the University of
Michigan. He has served as Chief Financial Officer of Cessna
Aircraft Company which merged into General Dynamics Corporation
in 1986. He then became Chief Financial Officer of Sotheby Art
Auction Company in New York City, spearheading that company's IPO
(initial public offering) in 1988. Mr. Roth founded Las Vegas
Investment Report in 1993. This publication reports upon and
analyzes the gaming industry.
There were four (4) meetings of the Board of Directors held
during the fiscal year 1996-1997. During this time Lincoln
International operated with a three (3) person Board consisting
of the first three nominees above. All three directors attended
the meetings. The Company has no standing compensation,
nominating or audit committees. Rather the entire Board of
Directors performs the functions of such committees.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's consolidated financial statements for the year
ended July 31, 1997, were examined by Potter & Company, LLP. In
connection with the audit function, Potter & Company also
reviewed Lincoln International's annual report filed with the
Securities and Exchange Commission and provided other
professional services to the Company, including advice with
respect to the accounting treatment of various items. It is the
intention of the Company's management to engage Potter & Company
to perform similar functions during the upcoming fiscal year.
Representatives of the auditing firm of Potter & Company are
expected to be present at the annual stockholders meeting with
the opportunity to make a statement if they desire to do so, and
will be available to respond to appropriate questions from
shareholders.
APPROVAL OF REVERSE SPLIT RESOLUTION
The Board of Lincoln International Corporation recommends
approval of the following resolution to amend the Company's
Articles of Incorporation to reflect a reverse split of the
Company's common stock.
BE IT HEREBY RESOLVED, that the voting common stock of Lincoln
International Corporation (the only class of common stock
presently outstanding) is reverse split such that for every four
hundred (400) shares of outstanding prior to the reverse split,
one (1) new share shall be issued. There shall be no change in
the total number of shares authorized, which shall remain at
2,900,000 shares. However, the existing stock certificates shall
be canceled and new ones issued evidencing a new ownership
position based upon the 400-to-1 ratio. For holdings or partial
holdings of common stock numbering less than the required 400
shares, scrip shall be issued evidencing the number of shares so
held. Holders of said scrip shall have a period of 120 days from
the date of issuance to either 1.) Accumulate sufficient scrip
from other holders thereof to acquire new shares at the
prescribed ratio of 400-for-1, or 2.) Present the scrip to the
Company to be redeemed at a price of $.30 per share represented
by the scrip. These options must be exercised during the 120-day
period. If neither option is exercised during the 120-day life
of the scrip, the holder of said scrip shall have no further
claim against the Company, all rights having been expunged at the
expiration of the life of the scrip.
The effect of approval of the above resolution reverse
splitting the Company's common stock may be to reduce the number
of shareholders to fewer than three hundred (300), which would
allow the Company to elect to become a private company rather
than a public entity. If the Company so elected, the obligation
to maintain a registration under the Securities Exchange Act of
1934 would cease. This would result in a significant reduction
in the amount of information available to shareholders and the
public generally. The Company has no present intention to end
this registration.
The primary purpose of the proposal to reverse split the
Company's common shares is to revitalize Lincoln's public market
by increasing the value of the shares trading above the so-called
"penny-stock" level, and to re-establish shareholder
communication by ridding the shareholder lists of over five
hundred holdings for which no present address is available based
upon recent mailings which have been returned to the Company.
Any questions regarding the above resolution and its effects
may be directed to management or the Company's counsel at the
Annual Meeting.
OTHER MATTERS
Management does not know of any other matters to be presented
for action at the meeting. However, in the event that any other
matters properly come before the 1997 Annual Meeting, such
matters shall be acted upon accordingly.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the next
annual meeting to be held in 1998 must be received by the
Company's Secretary on or before July 31, 1998 in order to be
included in the Information Statement for that meeting.
Proposals should be directed to Mr. Richard Dolin, Secretary, at
P.O. Box 43129, Louisville, KY 40253.
ANNUAL REPORT
The Annual Report of Lincoln International Corporation for the
fiscal year ended July 31, 1997, was mailed to the shareholders
simultaneously with this Information Statement and shareholders
are referred to said report for fiscal and other information
concerning the Company's activities, but such report and
Financial Statements are not to be deemed a part of the material
contained in this Information Statement.
A COPY OF THE COMPANY'S 1997 ANNUAL REPORT (FORM 10-K) AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, MAY BE OBTAINED BY
SHAREHOLDERS WITHOUT CHARGE BY WRITING TO: Mr. Richard Dolin,
P.O. Box 43129, Louisville, KY 40253.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
By order of the Board of Directors
___________________________
RICHARD DOLIN, SECRETARY
