LINCOLN INTERNATIONAL CORPORATION
SUITE NO. 6
120 VILLAGE SQUARE
LOUISVILLE, KENTUCKY 40243
Notice of Annual Meeting of Shareholders
To be held on the 4th day of December, 1998
Notice is hereby given that the Annual Shareholders
Meeting of Lincoln International Corporation will be held at the
corporate offices located at Suite 6, 120 Village Square,
Louisville, Kentucky, on the 4th day of December, 1998, at 9:30
a.m. (EST) for the following purposes:
(1) Election of five directors of
Lincoln International Corporation to hold
office for one year and/or until their
successors shall have been duly elected and
qualified.
(2) Vote on a proposed resolution approving the
sale of the real estate currently utilized primarily by
Bourbon Stock Yards and continuing in business after the
sale, seeking a new location from which to operate the
livestock auction business and continuing efforts to find
merger and acquisition candidates.
(3) Transactions of any other business as may
properly come before the meeting or any adjournment
thereof.
The Board of Directors has fixed the 31st day of October,
1998, as the record date for the determination of Shareholders
entitled to notice of and to vote at the meeting.
We look forward to seeing you at the meeting.
Dated, this the 13th day of November, 1998.
Cordially,
Richard Dolin, Secretary
I N F O R M A T I O N S T A T E M E N T
For Annual Meeting of Shareholders
To be held December 4, 1998
This statement is furnished inc connection with matters
to be voted at the Annual Meeting of Shareholders of Lincoln
International Corporation (the "Company") to be held at 9:30 a.m.
EST on Friday, December 4, 1998 at the corporate office 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 A PROXY.
* * * * * * * * *
VOTING SECURITIES AND RECORD DATE
The Voting Common Stock without par value is the only
class of securities. Holders of record at the close of business on
October 31, 1998 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, 1998, there were outstanding 3,986 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 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 five 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.
All known beneficial owners of more than 5% of the
Company common stock are also directors and nominees for director
positions. For the ownership positions of said beneficial owners,
see the next section.
ELECTION OF DIRECTORS
The number of directors to be elected are five (5).
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 an qualified. All five (5) of
the directors being nominated have serbed as directors for the past
year. Upon election, the five directors will constitute the entire
Board of Directors of the Company.
NAME OF NOMINEE AND TOTAL SHARES OWNED APPROXIMATE
PREVIOUS POSITION WITH OF RECORD OR PERCENTAGE OF
LINCOLN INTERNATIONAL BENEFICIALLY STOCK OUTSTANDING
Thurman L. Sisney,
Chairman 1,273 * 31.9%
Richard Dolin,
Director 0 14.4%
Janet Clark Frockt,
Director 574 ** 14.4%
Richard Jay Frockt,
Director 574 **
Russell R. Roth
Director 0
Total Directors/Officers 2,421 60.7%
* 125 shares of Lincoln International Corporation are owned by
Drivers and Drovers Diversified, Inc., a Kentucky corporation of
which Thurman L. Sisney owns two-thirds (2/3) of the outstanding
stock.
** Richard Frockt, a Director of the Company, is the beneficiary
of a tax-deferred annuity which in turn is the owner of all of the
outstanding capital stock of Salina Investment LTD, the record
holder of 574 shares. In addition, Janet Frockt, the wife of
Richard Frockt and a Director of the Company, is the beneficiary of
a tax-deferred annuity which in turn is the owner of all of the
capital stock of Pyramid Securities LTD, the record holder of 574
shares. Mr. Frockt disclaims any beneficial ownership interest in
the shares which Mrs. Frockt is the beneficiary. Mrs. Frockt
disclaims any beneficial ownership in the shares to which Mr.
Frockt is the beneficiary.
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, the present Board of Directors
may recommend other individuals at the meeting.
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 Kentucky Finance and Administration 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
Kentucky 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 Attorney's Association.
Richard Dolin - Mr. Dolin has a juris doctorate degree
from the University of Louisville law school and is a graduate of
Louisville Presbyterian Theological Seminary where he earned a
double competency degree 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 Browne
Memorial Presbyterian Church in Louisville, Kentucky, and is
responsible for adult education programs and out-reach activities
and 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.
Janet Clark Frockt - Mrs. Frockt 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. Mrs. 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 1997-1998. During this time Lincoln
International Corporation operated with a six (6) person Board
consisting of the above nominees and Mr. David Barhorst. Mr.
Barhorst resigned form his director's position on June 17, 1998 for
personal reasons. 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, 1998 were examined by Potter & Company, LLP.
In connection with the audit function, Potter & Company, LLP also
reviewed Lincoln International Corporation'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, LLP to
perform similar functions during the upcoming fiscal year.
Representatives of the auditing firm of Potter & Company,
LLP 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 SALE OF BOURBON STOCK YARDS REAL ESTATE
The Board of Lincoln International Corporation recommends
shareholder approval of a resolution to sell the Bourbon Stock
Yards (said real property constituting the primary asset of the
Company) to Home of the Innocents, Inc. (a not for profit
corporation) for the sum of Three Million Four Hundred Thousand
dollars ($3,400,000) to invest the proceeds of said sale in
marketable securities, and to continue the search for alternative
business opportunities through merger or acquisition to revitalize
and redirect the Company as a public corporation.
The purchase price of $3,400,000 contemplates transfer of
approximately twenty two (22) acres, which constitutes all
remaining real estate owned by the Company. The purchase is
contingent upon several requirements, primarily the obtaining of
all necessary utility, zoning, etc. permits and the governmental
approvals necessary to develop the property according to the
purchaser's needs. A copy of the purchase agreement shall be made
available at the Company's offices for review by shareholders.
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 1998 annual meeting,
such matters shall be acted upon accordingly.
On May 4, 1998, the Board of Directors approved a
secondary stock offering limited to only Kentucky residents
allowing each shareholder to purchase one share of stock,
accompanied by one warrant to purchase one additional share of
common stock for the amount of one hundred dollars ($100.00).
Directors of the Company were to be allowed to exercise any
purchase rights not exercised by shareholders in a manner or amount
subsequently decided by the Board. The purpose of the limited
offering was to raise funds to begin construction and cleanup of
the Bourbon property in order to make the property more income
productive along with other necessary capital expenditures. any
action on the offering was put on temporary hold pending further
clarification of the direction the Company must take.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be present at the
next annual meeting in 1999 must be received by the Company's
Secretary on or before July 31, 1999 in order to be included in
the information statement for that meeting. Proposals must 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, 1998, was mailed to 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 1998 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
