SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
|_| 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))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Foxmoor Industries Inc.
(Names of Registrant as Specified in Its Charter)
General Pacific Capital, Inc.
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check appropriate box):
|XX| No fee required.
|_| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
|_| $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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computes 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) Total fee paid:
|_| 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
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<PAGE>
Important Notice
Has Foxmoor Industries, Ltd. Made
True, Full and Plain Disclosure?
There is a fight on for control of the Board of Directors at Foxmoor Industries,
Ltd. We at General Pacific Capital Inc. want you to know why we're trying to
replace the existing Board of Directors. Our basic reason is that we believe the
current management of Foxmoor Industries, Ltd. has put its own interests ahead
of the interests of shareholders. It has consistently refused to provide
adequate information to us, the shareholders of Foxmoor, about our company and
their performance.
Here are eight questions that we think management should be willing to answer.
Question 1
A company named First Quality Distributors, Inc. owes Foxmoor in excess of
$1,000,000, almost 33% of Foxmoor's total assets. Why is such a large percentage
of Foxmoor's assets concentrated in one borrower? What is the financial
condition and creditworthiness of First Quality Distributors? Can Foxmoor really
expect to be paid?
Question 2
Foxmoor has told its shareholders that over 70% of its revenues come from one
customer, but they won't tell us the name of this customer. Is it First Quality
Distributors? If so, do Foxmoor shareholders have an investment in Foxmoor or
are they really investors in First Quality Distributors?
Question 3
Why has management failed to hold an Annual Meeting of Shareholders, in
violation of Delaware law, at which Foxmoor's shareholders would have a voice in
the election of directors, since August 1992? Why did General Pacific Capital
have to sue Foxmoor in Delaware court in order to force management to hold an
annual meeting in accordance with Delaware law?
Question 4
Why hasn't Ross Corace told us that he issued over 300,000 additional shares of
Foxmoor to himself and another unidentified party shortly before the record date
of the Annual Meeting? Why hasn't he made the filings required by the Securities
and Exchange Commission which would provide shareholders with the details of
these transactions?
Question 5
The Company bought 25,000 Foxmoor shares from an "insider" in 1995 at a price of
$4.60 per share when the highest market price for the stock in that year was
$2.75. Who was the insider and why was such a high price paid for this stock by
Foxmoor shareholders?
Can the rest of the owners of Foxmoor get $4.60 per share?
Question 6
Why hasn't Foxmoor management explained the nature of and the reason for the
$1,035,000 unsecured loan which was made to a "consultant" in July, 1996? Who
was the consultant? Has the loan been repaid? What was management thinking when
it made such a big loan on an unsecured basis?
<PAGE>
Question 7
During 1995, Foxmoor management wrote off $472,540 in Assignments Receivable,
which was over 17% of Foxmoor's assets. Who owed us this money - was it First
Quality Distributors? How solid are our other assets or are there more
write-offs coming?
Question 8
Why doesn't management just tell us the truth about the financial condition of
the Company? CAN WE AFFORD THE CONTINUTATION OF PAST PERFORMANCE OF FOXMOOR
MANAGEMENT AND THE VALUE OF OUR INVESTMENT?
FOXMOOR SHAREHOLDERS
DESERVE FULL, TRUE AND COMPLETE
DISCLOSURE
If you think it's time for management that puts your interests first, vote
the BLUE proxy card FOR the nominees of General Pacific Capital, Inc. an
experienced management team dedicated to the restoration of shareholder value at
Foxmoor.
Paul H. Eagland
Michael J. Smith
John R. Lefebvre, Jr.
If you would like to learn more about Foxmoor
or about General Pacific Capital,
please call us toll free at 1-888-394-7799.
If you have qeustions or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TOLL FREE: 1-800-223-2064
BANKS & BROKERS CALL: 212-440-9800
