MINUTE MAN OF AMERICA, INC.
4406 Airport Freeway
Ft. Worth, Texas 76117
(817) 831-8410
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held October 15, 1996
A Special Meeting of the shareholders of Minute Man of America, Inc.,
an Arkansas corporation (the "corporation"), will be held at 4406 Airport
Freeway, Ft. Worth, Texas on October 15, 1996 at 9:00 a.m., for the
following purposes:
1. To vote on the proposal to change the name of the corporation to
Tone Products, Inc.; and
2. To vote on the proposal to reverse split the common shares of
the corporation on a one for four basis.
Only shareholders of record at the close of business on September 9,
1996, are entitled to notice of and to vote at the Meeting.
By Order of the Board of Directors
/s/ Richard D. Collins
__________________________________
Dated: September 23, 1996 Richard D. Collins, CEO
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
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MINUTE MAN OF AMERICA, INC.
4406 Airport Freeway
Ft. Worth, Texas 76117
(817) 831-8410
September 23, 1996
INFORMATION STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
This Information Statement is furnished in connection with the
Special Meeting of Shareholders ( hereinafter the "Meeting" or the "Special
Meeting of Shareholders") of Minute Man of America, Inc. (the
"corporation") to be held on October 15, 1996, and any adjournment or
adjournments thereof. The Special Meeting of Shareholders will be held at
4406 Airport Freeway, Ft. Worth, Texas, at 9:00 a.m. Only shareholders of
record at the close of business on September 9, 1996 (the "Record Date"),
are entitled to notice of and to vote at the Meeting. This Information
Statement is being mailed to shareholders on or about September 23, 1996.
The Voting Shares and Vote Required for Approval
The only securities of the Company entitled to vote at the
Meeting are its outstanding common shares which as of the Record Date
totaled 3,093,750. Each common share is entitled to one vote.
It is a requirement of Arkansas corporate law that with respect to
the particular items to be voted upon at the Meeting, the items may be
approved only upon the affirmative vote of two-thirds of all of the common
shares issued and outstanding and entitled to attend and vote at the
Meeting. Accordingly, any action will be taken only upon the presence,
either in person or by proxy, at the Meeting and the affirmative vote at
the Meeting of two-thirds of the common shares issued and outstanding as of
the Record Date.
Share Ownership of Certain Beneficial Owners and Management
The following table sets forth as of the Record Date, the
number of shares of common stock owned of record or beneficially by each
director, each executive officer, each person who owned of record, or was
known by the Company to own beneficially, 5% or more of the outstanding
common stock, and by all executive officers and directors as a group:
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Amount and
Nature of
Title of Name and Address Beneficial Percent
Class of Beneficial Owner Ownership (1) of Class
- - ------------------------------------------------------------------------------
Common Cede & Co.
P.O. Box 20
Bowling Green Station
New York, NY 10274 869,443 28.1%
Common Philadep & Co.
1900 Market Street
Philadelphia, PA 19103 714,823 23.1%
Common D. N. Fitzgerald
3105 Seaboard
Midland, TX 79705 291,667 9.4%
Common Richard D. Collins
5804 Conesos Dr.
Granbury, TX 76049 522,917 16.9%
Common Jerome J. Evon
365 Bateman Rd.
Barrington Hills, IL 60010 125,000 (2) 4.0%
Common All executive officers and
directors (2) as a group 647,917 (3) 20.9%
- - --------------------------
(1) All ownership is of record and beneficial, except as noted
otherwise.
(2) Mr. Evon is also the owner of 75,000 shares of the Company's
preferred stock, which stock is convertible into 1,500,000 shares of common
stock at the option of the Company's Board of Directors. If the conversion
occurred, Mr. Evon would hold a total of 1,625,000 common shares representing
35.4% of the total common shares outstanding. The 75,000 preferred shares
held by Mr. Evon are the only preferred shares of the Company outstanding.
(3) If the conversion described in footnote 2 occurred, the executive
officers and directors as a group would hold 2,147,917 common shares
representing 46.8% of the total common shares outstanding.
2
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Change of Company Name
On May 8, 1996, the Company entered into an agreement to acquire 100%
of the issued and outstanding shares of Tone Products, Inc. an Illinois
corporation (the "Acquisition"). The acquisition is conditioned upon certain
events taking place. Upon the consummation of the acquisition, the principal
business of the Company would be the manufacture and distribution of products
that currently constitute the business operations of Tone Products, Inc.
It is the recommendation of the Company's Board of Directors that it
is in the best interest of the Company to change its name to Tone Products,
Inc. in contemplation of the Acquisition. Tone Products, Inc. was founded
over 50 years ago and its name is well established and recognized in its
industry. Accordingly, the Board of Directors deems that it would be
advantageous to the Company to capitalize upon the goodwill established in
the name "Tone Products" by using the name to the fullest extent possible
including changing the name of the Company to Tone Products, Inc. Conversely,
the Company will lose the goodwill associated with the name Minute Man of
America.
In order to change the name of the Company, it is necessary to amend
the Company's Articles of Incorporation, which Articles would then reflect
the new name and would be duly filed and of record in appropriate government
offices in the State of Arkansas. Approval of the name change by the
shareholders shall constitute the approval to amend the Articles of
Incorporation for such purpose.
Reverse Split of Common Shares
An additional pre-condition to the Acquisition is that the Company
reverse split its common shares on a one for four basis. The effect of the
split on the current outstanding common shares of the Company is as follows:
for every four common shares held prior to the split, the shareholder will
have one common share following the split. The number of common shares
presently outstanding total 3,093,750. Following the reverse split the
number of common shares outstanding will total 773,438.
The reverse split will not change the percentage interest that any
particular shareholder owns in the Company. For example, prior to the split
a shareholder holding 100,000 common shares owns 3.23% of the 3,093,750 total
shares outstanding or 3.23% of the Company. Following the reverse split the
same shareholder will hold 25,000 common shares or 3.23% of the 773,438
common shares then outstanding or 3.23% of the Company. Thus, the reverse
split will not change the percentage ownership of the shareholders in the
Company.
The purpose of the reverse split is to change the number of common
shares outstanding so that the Acquisition can be consummated in an efficient
manner. Management believes that the Company and the market for the
Company's common shares will be benefitted by consummating the Acquisition at
the lower level of shares outstanding.
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It should be noted that the reverse split will not change the number
of common shares authorized to be issued by the Company. Accordingly, the
reverse split will have the impact of making available 2,320,312 additional
common shares which can be issued by the Company for purposes deemed to be in
the best interest of the Company by management of the Company.
The reverse split will be put into effect by virtue of an amendment to
the Articles of Incorporation. Therefore, approval by the shareholders of
the reverse split will constitute approval by the shareholders to amend the
Articles of Incorporation for the purpose of effecting the reverse split.
Following the effective date of the reverse split (the "Effective
Date"), the shareholders will be invited to mail their share certificates to
the transfer agent who will issue a new certificate to the applicable
shareholder evidencing ownership of shares in an amount equal to 25% of the
pre-split amount. Certificates that are not returned and continue to be
dated prior to the Effective Date will be deemed to evidence ownership of
shares in an amount which is 25% of the number of shares indicated on such
certificate.
Dissenters' Right of Appraisal
With respect to some actions which may be taken at shareholders
meetings, a shareholder has the right to dissent from the action taken and
receive from the corporation the appraised value of his or her shares in
cash. These rights are commonly known as dissenters' right of appraisal.
The items of business to be voted upon at the Special Meeting of Shareholders
do not have dissenters' right of appraisal associated with them and so no
such rights exist with respect to the Meeting.
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