SCHEDULE 14A
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
AEW Commercial Mortgage Securities Fund, Inc.
File No. 811-8920
................................................................................
(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):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] 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:
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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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SYSTEMS ASSURANCE CORPORATION
10 Exchange Place, Suite 309
Salt Lake City, Utah 84111
(801) 364-3500
NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that a Special Meeting of shareholders of Systems
Assurance Corporation will be held at #10 Exchange Place, Suite 309, Salt Lake
City, Utah, on January 24, 1997 at 10:00 A.M. for the following purposes:
1. To consider and vote upon a proposal to restructure the capital stock of
Systems Assurance Corporation to effect a one-for seventy (1:70) reverse stock
split of Systems Assurance Corporation Common Stock;
2. To transact such other business as may properly come before the meeting or
and adjournment thereof.
Only holders of Common Stock of record at the close of business on DECEMBER 31,
1996 are entitled to notice of and to vote at said meeting and any adjournments
thereof.
THE COMPANY REQUESTS THAT EACH OF YOU SIGN, DATE, AND RETURN THE ENCLOSED PROXY
AS QUICKLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND. YOUR PROXY CAN BE
REVOKED IN WRITING AT ANY TIME PRIOR TO THE SPECIAL MEETING OR BY YOUR
ATTENDANCE AND VOTE AT THE SPECIAL MEETING.
THE ATTENDANCE AT AND/OR VOTE OF EACH SHAREHOLDER AT THE SPECIAL MEETING IS
IMPORTANT, AND EACH SHAREHOLDER IS ENCOURAGED TO ATTEND.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE REVERSE STOCK SPLIT PROPOSAL
WHICH IS DESCRIBED IN MORE DETAIL IN THE ACCOMPANYING PROXY STATEMENT.
/s/ James C. Wagner
James C. Wagner, Secretary
Date this 31st of December, 1996
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Preliminary Proxy
December 31, 1996
SYSTEMS ASSURANCE CORPORATION
10 Exchange Place, Suite 301
Salt Lake City, UT 84111
(801) 364-3500
PROXY STATEMENT
FOR A SPECIAL MEETING OF SHAREHOLDERS
JANUARY 24, 1997
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Systems Assurance Corporation for use at the
Special Meeting of the Company's shareholders to be held at #10 Exchange Place,
Suite 301, Salt Lake City, Utah on January 24, 1997 at 10:00 A.M. and at any
adjournment or adjournments of said meeting (the Meeting). Proxies are revocable
at any time before they are voted by delivering written notice of revocation to
the Secretary of the Company prior to or at the Meeting, by filing a duly
executed proxy bearing a later date or by voting in person at the Meeting.
Unless so revoked, the shares represented by proxies will be voted at the
Meeting.
The Company intends to mail this Proxy Statement to the Company's shareholders
on or about January 13, 1997.
The cost of soliciting proxies will be borne by the Company. Solicitations may
be made by mail, personal interview, telephone, or facsimile by officers and
directors of the Company who will receive no extra compensation for their
efforts. The Company will reimburse banks, brokers and other nominees for their
reasonable expenses in forwarding proxy material to the beneficial owners for
whom they hold shares. The Company estimates the cost of the solicitation to be
approximately $2,000.00.
Only holders of record of the Company's shares of common stock, $.01 par value
at the close of business on December 31, 1996 are entitled to receive notice of,
and to vote at, the Meeting and any adjournment thereof. On December 31, 1996,
there were 27,918,454 shares of Common Stock issued and outstanding. Each share
of common stock is entitled to one vote for each matter considered. Holders of
at least a majority of the issued and outstanding Common Stock must be present,
in person or by proxy, to constitute a quorum.
The shares of common stock represented by each properly executed proxy will be
voted at the Meeting in the manner specified in such proxy, or, if not
specified, will be voted (a) FOR the proposal to effect a one-for-seventy
reverse stock split of the shares of Common Stock and in the discretion of the
persons named in the proxy, if granted, on all other matters properly presented
at the Meeting.
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SYSTEMS ASSURANCE CORPORATION
Systems Assurance Corporation was formed under the name of EZ Data Systems, Inc.
in the State of Delaware on July 16, 1982. The Company was formed to undertake
general business activities. Systems Assurance Corporation has had no principal
business activity during fiscal year 1996, 1995 and 1994. Prior to the fiscal
1992, the Company's principal business activity was winding-down and cessation
of the marketing and the installation of its automated insurance processing and
administration system. The system, named the Casualty Insurers Business
Information System ("CIBIS:), was a comprehensive, integrated computer software
system which supports the issuance and administration in insurance policies and
generates management and statistical reports. This activity was being performed
by Insurance Data Processing, Inc. (IDP) under its assignment and assumption
agreement dated October 15, 1988, described below.
Discontinuation of the Service Business for the CIBIS Customers by IDP
On October 15, 1988, the Company entered into an Assignment and Assumption
Agreement ("System Assurance Corporation-ID Agreement") with IDP, pursuant to
which IDP was appointed the exclusive licensee to market the company's products
and services, and under which IDP assumed all responsibilities of the Company to
service and support existing CIBIS installations and for the administration,
marketing, research and development, sales and serving pertaining to future
CIBIS activities. Pursuant to the Systems Assurance Corporation-IDP Agreement,
IDP agreed to pay a royalty to the Company at the rate of 7% of all revenue
generated by IDP on account of CIBIS net of any sublicensing fees (approximately
$4,000 for each sale of a CIBIS system) incurred in connection with the sale of
CIBIS systems. On June 10, 1991, IDP agreed to pay Key Bank $15,600 and return
the IBM equipment used to service the CIBIS customers in exchange for Key Bank's
General release of all the forgiveness of $230,018 indebtedness that the Company
had to Key Bank. Accordingly, IDP on December 31, 1991, discontinued all service
to CIBIS customers. The Company ceased all business operations at that time and
has been searching for other business opportunities.
Upon request, the Company will provide copies of its latest annual report on
file from Form 10-K, and quarterly reports on file from Form 10-Q.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operation
The Company has been inactive since 1988. However, the Company, through its
Board of Directors and advisors has sought potential business combinations which
in the opinion of management would be in the best interest of the Company. The
Company has found no suitable business combinations as of this date.
During the fiscal years ended October 31, 1996, 1995, and 1994, the Company had
no net revenues.
Financial Condition and Liquidity
Since December 1994, the Company's operations have been funded by the current
officers and directors of the Company.
The Company is attempting to work with its creditors to avoid legal action. The
Company has current obligations of $50,000 which is owed to Exchange Place
Capital Partners, LLC and doesn't anticipate any
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pending legal action as a result of this debt. Exchange Place Capital Partners,
LLC have current proxies to vote a majority interest of the issued and
outstanding shares of the Company and are currently assisting the Company with
the identification of a potential merger. Exchange Place Capital Partners, LLC
is controlled by Adrian Wilson and is also allowing the Company the use of its
offices for the Special Meeting of the Shareholders. The Company is the
defendant in an action brought in Massachusetts Superior Court, County of
Suffolk, by McDevitt Recruitment Advertisement, Inc. The complaint was served in
December 1986 and alleges a breach of an oral warranty of fitness for a
particular purpose of a computer system sold to the plaintiff in 1982, which
allegedly never performed properly. Plaintiff seeks damages of $30,000. The
Company believes that it is not liable for any damages; however, in order to
save the cost of potential litigation, has offered a settlement in the amount of
$1,000 to the attorney for the plaintiff. At this date, the attorney has not
been able to locate the plaintiff.
Inflation
Management does not believe the effect of inflation is material to the Company's
operation at this time.
Market Price of and Dividends on Systems Assurance Corporation and Related
Stockholder Matters
Systems Assurance Corporation is traded under the symbol of "SYSA" on the
National Association of Securities Dealers Electronic Bulletin Board. The number
of record holders of System Assurance Corporation Common Stock as of December
31, 1996, was approximately 1520. The market price for the Company's stock may
not be an indication of its market value as a result of its thinly traded
activity.
The Company has not paid any dividends in the past three years and does not
anticipate making dividend payments in the near future.
Solicitation, Voting and Revocation of Proxies
Proxies received in proper form by the Board of Directors of the Company will be
voted at the Systems Assurance Corporation Special Meeting of shareholders, and
any adjournment thereof, as instructed therein by the shareholders executing
such proxies, or if no instructions are given, then such proxies will be voted
FOR the "Reverse Stock Split" and all other proposals presented at the Systems
Assurance Corporation Special Meeting. A shareholder who has given a proxy may
revoke it at any time prior to its exercise at the Systems Assurance Corporation
Special Meeting by filing with the Secretary of the Company, at the address set
forth on the first page of this Proxy Statement, a written revocation or a duly
executed proxy bearing a later date, or by voting the shares of Systems
Assurance Corporation Common Stock covered thereby at the Systems Assurance
Corporation Special Meeting.
The cost of solicitation of proxies from the Company's shareholders will be
borne by the Company. Solicitation will be primarily by mail. In addition to the
solicitation of proxies by mail, proxies may be solicited by personal interview,
telephone or telegram by the directors and officers of the Company. The Company
has also retained American Stock Transfer, Inc., at an estimated cost of $2,000,
plus reimbursement of expenses, to assist in the solicitation of proxies from
brokers, nominees, institutions and individuals.
The following is a description of the proposed "Reverse Stock Split".
One-For-Seventy Reverse Stock Split
The Board of Directors of the Company adopted and declared the advisability of a
resolution to effect a one-for-seventy reverse stock split of the Systems
Assurance Corporation Common Stock (the "Reverse Stock Split"). Pursuant to the
Reverse Stock Split, each share of the Company's Common Stock outstanding
immediately prior to the date of the Reverse Stock Split shall be combined into
one validly
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issued, fully paid and non-assessable share of Common Stock, $.01 par value of
the Company (Systems Assurance Corporation New Common Stock). The Reverse Stock
Split will require the affirmative vote of a majority of the outstanding shares
of Systems Assurance Corporation Common Stock.
Principal Effects
The Company is currently authorized under its Articles of Incorporation to issue
up to 30,000,000 shares of Systems Assurance Corporation Common Stock. At the
close of business December 31, 1996, there were 27,918,454 shares of Systems
Assurance Corporation Common outstanding. Immediately following the Reverse
Stock Split, the Company will have 398,835 shares of System Assurance
corporation Common Stock outstanding.
Fractional Shares; Odd Lots
Fractional share holdings will result from Reverse Stock Split for all
certificates or accounts which represent a number of shares of Systems Assurance
Corporation Common Stock not evenly divisible by three hundred.
The Company will not issue fractional shares resulting from the Reverse Stock
Split.
The effect of the Reverse Stock Split on the holders of Systems Assurance
Corporation Common Stock on the effective date will be as follows:
(I) The shares of the holder of less than three hundred shares of Systems
Assurance Corporation Common Stock in one name or account on the effective
date will be automatically converted in the Reverse Stock Split into one
share of Common Stock. Fractional Shares will not be issued and will be
rounded down to the nearest whole share, but will not be reduce below one
whole share.
(ii) The shares of a holder of three hundred of more shares of Systems Assurance
Corporation Common Stock automatically converted into such number of shares
of Systems Assurance Corporation New Common Stock that is equal to number
of shares of Systems Assurance Corporation Common Stock, $.01 par value.
Any fractional share interest resulting from the Reverse Stock Split will
be rounded down to the nearest whole.
It is possible that shareholders holding less than 100 shares (otherwise known
as 'Odd Lots') of the Common Stock may have difficulty in disposing of their
shares in that the commission charged to sell such shares may be more than the
current trading price. Many Broker-Dealers choose not to deal in odd lot
transactions.
All shares returned to the Company as a result of the re-capitalization will be
canceled and returned to the status of Authorized and un-issued shares. The
rights of existing shareholders will not be altered and no shareholders will be
eliminated as a result of the Reverse Stock Split. The Reverse Stock Split will
not affect the equity rights of the shareholder.
Exchange of Certificates
American Stock Transfer, Inc., 40 Wall Street, 46th Floor, New York, New York
10005, (212) 936-5100, has been designated to act as Exchange Agent for the
Company for the purpose of exchanging Pre-Reverse Stock Split certificates for
Post-Reverse Stock Split certificates. Until surrender, each outstanding
certificate which prior to the effective date represented shares of Pre-Reverse
Stock Split Systems Assurance Corporation Common Stock will be deemed for all
corporate purposes to evidence ownership of the number of shares of Post-Reverse
Stock Split Systems Assurance Common Stock into which such shares of Pre-Reverse
Stock Split Systems Assurance Corporation Common Stock have been converted. The
cost of transferring the certificates will be borne by the Company provided the
certificates
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are exchanged no later than sixty days from the initial date of the Reverse
Stock Split. The Company will pay only for transfers that are in the current
name of the Company's shareholders, the cost of all other transfers will be
borne by the requester.
It is anticipated that a Letter of Transmittal for use in forwarding pre-Reverse
Stock Split Systems Assurance Corporation Common Stock certificates for
surrender and exchange will be mailed by the Exchange Agent to all shareholders
promptly after the approval and that Post-Reverse Stock Split Systems Assurance
Corporation Common Stock certificates will be available for exchange at any time
thereafter upon surrender of pre-Reverse Stock Split Systems Assurance
Corporation Common Stock certificates. Such Letters of Transmittal will set
forth the number of whole shares of pre-Reverse Stock Split Common Stock which
the shareholder shall have the right to receive. A shareholder will not receive
the post-Reverse Stock Split Systems Assurance Corporation Common Stock
certificate into which such shareholder's shares of pre-Reverse Stock Split
Systems Assurance Corporation Common Stock have been converted until such
shareholder surrenders the certificate or certificates representing such shares
of pre-Reverse Stock Split Systems Assurance Corporation Common Stock to the
Exchange Agent (See "REVERSE STOCK SPLIT-Fractional Shares; Odd Lots").
Federal Income Tax Consequences
The following information is a brief overview of the potential tax consequences
and is based upon existing law which is subject to change by legislation,
administrative action and judicial discussion and is necessarily general. Each
shareholder situation may be different, therefore, each shareholder is
encouraged to consult their own Financial Consultant. Therefore, shareholders
are advised to consult with their tax advisors for more detailed information
regarding their individual tax circumstances. Although the Company has not
requested a ruling from the Internal Revenue Service as to the federal income
tax consequences of the Reverse Stock Split, the Company expects that the
federal income tax consequences of the Reverse Stock Split will be as follows:
(I) The Reverse Stock Split will be tax-free re-capitalization to the Company
and its shareholders.
(ii) The aggregate tax basis of the Systems Assurance Corporation New Common
Stock received by a shareholder pursuant to the Reverse Stock Split will be
the same as the aggregate tax basis of Systems Assurance Corporation Common
Stock held by such shareholder immediately prior to the Reverse Stock
Split.
(iii)The holding period of Systems Assurance Corporation New Common Stock
received pursuant to the Reverse Stock Split will include the holding
period of Systems Assurance Corporation Common Stock converted into such
Systems Assurance Corporation New Common Stock for each person who held
Systems Assurance Corporation Common Stock as capital asset immediately
prior to the Reverse Stock Split.
(iv) Shareholders will not recognize any gain or loss for federal income tax
purposes as a result of the reverse Stock Split.
Reasons for the Reverse Stock Split
In connection with the decision of the Board of Directors to adopt and declare
the advisability of a resolution effecting the Reverse Stock Split, the Board
took into account the trading characteristics of low priced stock, the
reluctance of many brokerage firms to recommend low priced stock to their
clients, if a merger is completed. By reducing the outstanding shares of common
stock, the Company will also be permitted to use the authorized and unissued
shares of common stock for potential mergers or acquisitions. This may cause a
diluted effect to current shareholders. The Board of Directors has the right to
issue the common shares of the Company without current shareholder approval.
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Management of the Company believes by reducing the number of issued and
outstanding shares that the Company will be a much more attractive merger
candidate for a privately held organization. There can be no assurance that the
market price of the Systems Assurance Corporation New Common Stock immediately
after the Reverse Stock Split will be maintained for any period.
Decrease in Authorized Systems Assurance Corporation Common Stock
As a result of the "Reverse Stock Split" the Company will have 398,835 shares
issued and outstanding. The Board of Directors of the Company will have the
authority to issue remaining additional shares of Systems Assurance Corporation
Common Stock resulting from this amendment, without further shareholder
approval.
The current authorization of a reduction in shares of Systems Assurance
Corporation Common Stock is considered by the Board of Directors advisable to
ensure prompt availability of such shares for issuance. The Company has no
agreements, arrangements or understandings with respect to the issuance of such
additional shares.
The vote of a majority of the issued and outstanding shares of Common Stock
represented in person or by proxy at the Special Meeting of the Shareholders is
required to approve the proposed Reverse Stock Split. Exchange Place Capital
Partners, LLC is holding proxies from Management and certain principal
shareholders in excess of 50% of the issued and outstanding shares of stock in
the Company and is entitled to vote at this meeting. Exchange Place Capital
Partners, LLC have notified the Company of their intention to vote in favor of
the Reverse Stock Split at the Special Meeting of the Shareholders. THE BOARD OF
DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE REVERSE STOCK
SPLIT PROPOSAL.
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Directors and Executive Officers of the Registrant
Set forth below is certain information about the Directors and executive
officers of the company:
Name Age Office and Positions
William E. Chipman, Sr. 51 President and Chairman
James C. Wagner 46 Secretary and Director
Thomas R. Petree 49 Treasurer and Director
Mr. William E. Chipman, Sr. is a private investor. Currently, Mr. Chipman is a
member of the Boards of Directors of Digital Radio Communications Corporation, a
wireless transmission technology corporation. Mr. Chipman has been a member of
the Board of Directors of Systems Assurance Corporation since December 31, 1994.
Mr. Chipman filed personal bankruptcy in September, 1993 and emerged therefrom
on December 21, 1992.
Mr. James C. Wagner is a partner in the accounting firm of Wagner Sharer
Murtaugh & Petree, certified public accountants. Mr. Wagner is a member of the
Board of Directors of Digital Radio Communications Corporation, a wireless
transmission technology corporation and President of American Affordable
Housing, Inc., a real estate consulting company. Mr. Wagner is also a member of
the Board of Directors of Merchants Square Network, Inc., a broadcast production
facility. Mr. Wagner has been a member of the Board of Directors of Systems
Assurance Corporation since December 31, 1994.
Mr. Thomas R. Petree is a partner in the accounting firm of Wagner Sharer
Murtaugh & Petree, certified public accountants. Mr. Petree is also a member of
the Board of Directors of Merchants Square Network, Inc. Mr. Petree has been a
member of the Board of Directors of Systems Assurance Corporation since December
31, 1994.
All Directors hold office until the next annual meeting of stockholders of the
company or until their successors have been elected and qualified. Each of the
executive officers serves at the pleasure of the Board of Directors. There is
currently no family relationship among any director or executive officers of the
company.
Directors' Compensation
Directors are not paid a fee for attending meetings of the Board of Directors
but are reimbursed for their reasonable expenses for attending Board of
Committee meetings. The Company has no other arrangements regarding compensation
for service as director.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information concerning the beneficial security
ownership of Systems Assurance Corporation Common Stock by the Directors and
Executive Officers, individually and as a group. The table also sets forth the
only persons who, to the Company's knowledge, are the beneficial owners of more
than five (5%) percent of the outstanding voting stock of the Company.
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Amount of
Beneficial Percent of
Name Ownership Class
Before Reverse After Reverse Before Reverse
PRINCIPAL SHAREHOLDERS
William E. Chipman, Sr.* (1) 6,199,650 88,566 22.20
83 I Highspire Road
Glenmore, PA 19343
James C. Wagner* (1) 2,479,860 35,427 8.88
2 Greentree Centre
Marlton, NJ 08053
Thomas R. Petree* (1) 1,549,913 22,142 5.55
18 West King Street
Malvern, PA 19355
Barry R. Sharer (1) 1,549,913 22,142 5.55
2 Greentree Centre
Marlton, NJ 08053
AAH Development, Inc. (1) 3,500,000 50,000 12.53
2 Greentree Centre
Marlton, NJ 08053
*All Directors and Officers
as a Group (3 persons) 10,229,423 146,135 36.64
OFFICERS, AND DIRECTORS
William E. Chipman, Sr. See Above
James C. Wagner See Above
Thomas R. Petree See Above
(1) The above footnote references shareholders who have tendered proxies for the
proposed "Reverse Stock Split" to Exchange Place Capital Partners, LLC.
ADDITIONAL INFORMATION
Other Matters
The Board of Directors does not know of any business other than referred to in
the Notice which may be considered at the meeting. If any other matters should
properly come before the Special Meeting, such matters will be properly
addressed and resolved and those in attendance will vote on such matters in
accordance with their best judgment.
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SYSTEMS ASSURANCE CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William E. Chipman, Sr. and James C. Wagner, and
each of them, Proxies with power to appoint a substitute and hereby authorizes
them to represent and to vote all shares of Common Stock of Systems Assurance
Corporation held of record by the undersigned on December 31, 1996, at the
Special Meeting of Shareholder of Systems Assurance Corporation to be held on
January 24, 1997, and at any adjournments thereof, and to vote, as directed on
this card and, in their discretion upon such other matters not specified as may
come before this meeting.
PROPOSAL 1
One-For-Seventy Reverse Stock Split
The Board of Directors of the Company adopted and declared the advisability of a
resolution to effect a one-for-seventy reverse stock split of the Systems
Assurance Corporation Common Stock. That the Company adopt a one for seventy
"Reverse Stock Split" of its issued and outstanding common stock, thereby
reducing its issued and outstanding shares from 27,918,454 to 398,835.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
You are encouraged to specify your choice by marking the appropriate box, but
you need not mark any box if you wish to vote in accordance with the Board of
Director's recommendations.
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE REQUIRED IF MAILED IN THE UNITED STATES.
NOTE: Please sign name(s) as printed hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
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Signature Date
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Signature Date
