LEHMAN T.H. & CO., INCORPORATED
FILING TYPE: DEF 14A
DESCRIPTION: DEFINITIVE PROXY STATEMENT
FILING DATE: NOVEMBER 6, 2000
PERIOD ENDING: DECEMBER 5, 2000
PRIMARY EXCHANGE: OVER THE COUNTER INCLUDES OTC AND
OTCBB
TICKER: THLM
<PAGE>
TABLE OF CONTENTS
DEF 14A
Part 1 Letter To Stockholders. . . . . . . . . . . . . . . . . . . . . . . .
Part 2 Proxy Statement For Annual Meeting of Shareholders. . . . . . . .
Voting Securities And Record Date. . . . . . . .. . . . . . . .. . . . . . .
Principle Ownership/ Shareholders. . . . . . . .. . . . . . . .. . . . . . . .
Notes To Table Of Beneficial Owners And Management. . . . . . . .. . . .
Certain Relationships And Related Transactions. . . . . . . . . . . . . . .
Stock Transaction Reports For Officers, Directors, And 10% Stockholders. . . . .
Proposal 1. . . . . . . .. . . . . . . . . . . . . . .. . . . . . . . . . . . .
Proposal 2. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . .
Proposal 3 . . . . . . . .. . . . . . . . . . . . . . . .. . . . . . . . . . .
Current Directors And Executive Officers. . . . . . . .. . . . . . . . . . .
Composition Of The Board Of Directors. . . . . . . .. . . . . . . . . . . .
Compensation Of Directors And Executive Officers. . . . . . . . . . . . . .
Summary Compensation Table. . . . . . . .. . . . . . . . . . . . . . . . . . .
Stock Option Table. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .
Year End Option Value Table. . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings. . . . . . . .. . . . . . . . . . . . . . . .. . . . . . . .
Miscellaneous Information. . . . . . . .. . . . . . . . . . . . . . . .. . . .
Shareholder Proposals
Other Business
Expense Of Solicitations
Directors Signatures. . . . . . . .. . . . . . . . . . . . . . . .. . . . . . .
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 ( Amendment No.)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Confidential, for Use of the Commission Only ( as permitted by Rule 14a-6(e)(2))
[ ]
Definitive Proxy Statement [ X ]
Definitive Additional Materials [ ]
Soliciting Materials Pursuant to 240.14a-12 [ ]
T.H. LEHMAN & CO., INCORPORATED
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
INTERNATIONAL ELECTRONIC COMMUNICATIONS, INC.
--------------------------------------------------------------------------------
(Name of person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[ X ] No fee required
[ ] 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
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):
_____________________________________________________________
(4) Proposed maximum aggregate value of transaction :
_____________________________________________________________
(5) Total Fee Paid :
_____________________________________________________________
[ ] 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 offsettingfee 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:
===========================================================================
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
<PAGE>
(3) Filing Party:
---------------------------------------------------------------------------
(4) Date Filed:
===========================================================================
November 1, 2000
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the 2000
Annual Meeting of Stockholders of T.H Lehman & Co., Incorporated. The Annual
Meeting will be held Tuesday, December 5, 2000 at 2:00 p.m. CST at the Company's
offices, 4900 Woodway Suite 650, Houston, Texas. The formal Notice of the
Annual Meeting is set forth in the enclosed material.
The matters expected to be acted upon at the meeting are described in the
attached Proxy Statement. During the meeting, stockholders will have the
opportunity to ask questions and comment on the operations of T.H Lehman & Co.,
Incorporated.
It is important that your views be represented whether or not you are able to be
present at the Annual Meeting. Please sign and return the enclosed proxy
promptly.
We appreciate your investment in T.H Lehman & Co., Incorporated and urge you to
return your proxy sheet as soon as possible.
Sincerely,
Elliot Gerstenhaber
Secretary
<PAGE>
T.H. LEHMAN & CO., INCORPORATED
4900 WOODWAY, SUITE 650
HOUSTON, TEXAS 77056
-------------------------
NOTICE OF A ANNUAL MEETING OF SHAREHOLDERS OF
T. H. LEHMAN & CO., INCORPORATED
to be held on December 5, 2000
-------------------------
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of T.H.
Lehman & Co., Incorporated, a Delaware corporation (the "Company"), is hereby
called by the Board of Directors (the "Board") to be held at the Houston, Texas
Office located at 4900 Woodway, Suite 650, Houston, Texas 77056, on December 5,
2000 at 2 p.m.CST, for the following purposes:
1. To elect directors to serve for a term of one year and until their
successors are elected and qualified;
2. To ratify the issuance of a total of 2,227,398 shares of the
Company's Common Stock, $.01 par value, in consideration of the
forgiveness of certain indebtedness owed by the Company to Monahan
Corp. N.V.
3. To ratify the selection of Jeffrey S. Gilbert, CPA as the Company's
independent certified public accountant.
4. To transact such other business as may lawfully come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors fixed the close of business on OCTOBER 6, 2000 as the
record date for the determination of shareholders entitled to notice of and to
vote at such meeting.
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN
PERSON, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES WILL BE REPRESENTED AT THE MEETING. A POSTAGE PRE-PAID, SELF-ADDRESSED
RETURN ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE IN RETURNING THE PROXY.
Elliot Gerstenhaber
Secretary
This document is dated November 6, 2000 and is first being mailed to Company
shareholders on or about November 20, 2000.
<PAGE>
T.H. LEHMAN & CO., INCORPORATED
4900 WOODWAY, SUITE 650
HOUSTON, TEXAS 77056
PHONE 713-621-8404
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement and accompanying proxy card is furnished on or about
November 20, 2000 to the shareholders of T.H. Lehman & Co., Incorporated (the
"Company") in connection with the solicitation of proxies by the Board of
Directors ("Board") of the Company for use at the Annual Meeting of shareholders
to be held at the Houston, Texas Office, 4900 Woodway, Suite 650, Houston, Texas
77056, on Tuesday, December 5, 2000 at 2:00 p.m. CST, and at any adjoununent or
adjoununents thereof. A Notice of the Annual Meeting also is attached hereto.
Shares can be voted only if the shareholder is present in person or is
represented by proxy.
When a proxy in the accompanying form is properly executed and returned in time
to be voted at the Annual Meeting, and not subsequently revoked, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
instructions marked thereon. All executed but unmarked proxies that are
returned will be voted FOR the election of each of the director nominees for
whom the shares represented by such proxy are entitled to vote, FOR ratification
of the issuance of 2,227,398 shares of the Company's Common Stock, in
consideration of the forgiveness of certain indebtedness owed by the Company to
Monahan Corp. N.V., FOR the ratification of Jeffrey S. Gilbert, CPA as the
Company's independent certified accountant. If any other matters properly are
brought before the Annual Meeting, the person(s) named in the accompanying proxy
will vote the shares represented by such proxy in accordance with their own
judgment on such matters.
Any shareholder giving a proxy has the power to revoke it at any time before it
is voted by submitting a later-dated proxy, by giving written notice of such
revocation to the Secretary of the Company, provided that such written notice is
received by the Secretary prior to the Annual Meeting, or upon request if the
shareholder is present at the Annual Meeting and chooses to vote in person
The expense of the solicitation of proxies for the meeting, including the cost
of mailing, will be borne and paid by the Company. In addition to mailing
copies of the enclosed proxy materials to stockholders, the Company may request
persons, and reimburse them for their expenses with respect thereto, who hold
stock in their names or custody or in the names of nominees for others to
forward copies of such materials to those persons for whom they hold stock of
the Company and to request authority for the execution of the proxies. In
addition to the solicitation of proxies by mail, it is expected that some of the
officers, directors, and regular employees of the Company, without additional
compensation, may solicit proxies on behalf of the Board by telephone, telefax,
personal interview, and electronic mail.
VOTING SECURITIES AND RECORD DATE
The Company's Certificate of Incorporation ("Certificate") states, the holders,
represented in person or by proxy at any duly called meeting of stockholders, of
shares representing one-third of all issued and outstanding shares of all
classes of capital stock of the Corporation entitled to vote at such meeting
shall constitute a quorum for the transactions of business at such meeting.
The Company's By-laws state, each share of stock shall entitle the holder
thereof to one vote. Directors shall be elected by a plurality of the votes of
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. Any other action shall be authorized by a
majority of the votes cast except where the General Corporation Law prescribes a
different percentage of the votes and/or a different exercise of voting power,
and except as may be otherwise prescribed by the provisions of the Certificate
and these Bylaws. In the election of directors, and for any other action,
voting need not be by ballot.
The Board has fixed the close of business on October 6, 2000 as the record date
for the determination of shareholders entitled to notice of and to vote at the
Annual Meeting (the "Record Date"). As of the Record Date, there were
outstanding, 4,742,720 shares of the Common Stock, and no shares of the
Preferred Stock. As of the Record Date, the Company possessed 15,257,280 shares
of Common Stock and 10,000,000 shares of undesignated Preferred Stock that were
authorized but unissued. The number of shares authorized and unissed is a
correction to an inadvertent error in previous documents disclosing the number
of authorized shares of Common Stock to be 5,000,000. Each share of Common
Stock is entitled to one vote on all matters to be presented at the Annual
Meeting. The aggregate market value of the voting stock held by nonaffiliates
of the registrant is approximately $493,619 as of October 6, 2000. As of
October 6, 2000 the Company had approximately 134 shareholders of record.
Cede & Co. was the registered holder of 986,580 shares. Because many of the
shares are registered in street name, the Company believes that there are a
substantially greater number of beneficial owners.
<PAGE>
PRINICPAL OWNERSHIP / SHAREHOLDERS
The directors and beneficial owners control a majority percentage of the vote to
ratify each of the proposals outlined in the Notice of the Annual Meeting. The
following table lists, to the best of the Company's knowledge, the beneficial
stock ownership of those persons owning beneficially more than 5% of the
Company's outstanding Common Stock, as well as the stock ownership of executive
officers and each director as of October 6, 2000:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF CLASS
BENEFICIAL OWNER BENEFICIAL OWNER
<S> <C> <C>
Title of Class (a) Common Stock
Monahan Corporation, N.V. (3)
Landhuis Joonchi 916,840 19.3%
Kaya Richard J. Beaujon z/n
P.O. Box 837
Curacao, Netherlands Antilles
Burton, N.V. (3)
Landhuis Joonchi 281,383 5.9%
Kaya Richard J. Beaujon z/n
P.O. Box 837
Curacao, Netherlands Antilles
Greenwich Securities, Ltd. (1)
Via Canc. Molo II 985,800 20.8%
CH-6501
Bellinzona, Switzerland 6901
Millingway, Inc.
c/o Capital Holdings, Inc. 598,164 12.6%
4900 Woodway, Suite 650
Houston, TX 77056
The Bridge Fund N.V. (3)
Landhuis Joonchi 529,893 11.2%
Kaya Richard J. Beaujon z/n
P.O. Box 837
Curacao, Netherlands, Antilles
(b) Security Ownership of Management
Dibo Attar -0-
Elliot Gerstenhaber -0-
Richard Farkas -0-
Edmond Nagel (2) 195,601 4.1%
Directors and Officers
as Group 5 persons 3,507,681 73.9%
(1)(2)(3)
</TABLE>
<PAGE>
NOTES TO TABLE OF BENEFICIAL OWNERS AND MANAGEMENT
(1) The securities of Greenwich Securities, Ltd. are owned by the Ezra and Linda
Attar Family Foundation, which is a family trust organized under the laws of
Lichenstein. Mr. Dibo Attar has the sole voting and investment power with
respect to the common stock owned by Greenwich Securities Ltd.
(2) Does not include 100,000 stock options which are fully vested and held by
Edmond Nagel.
(3) Monahan Corporation, N.V., Burton, N.V., and The Bridge Fund, N.V. are each
Netherlands Antilles corporations whose shareholders comprise groups of European
investors, none of which are otherwise affiliated with the Company. None of
the individual shareholders holds an effective ownership of the Company
exceeding 4.9%.
Except as otherwise indicated, the address for each of the above persons is c/o
T.H. Lehman & Co., Incorporated, 4900 Woodway, Suite 650, Houston, Texas 77056.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the years ended March 31, 2000 and March 31, 1999, the Company incurred
management fees for facilities and services provided by GTD Capital Holdings
Management Company in the amount of $79,200 and $79,200 respectively. Such
services are believed to have been provided on terms no less favorable than
available from a third party.
Mr. Dibo Attar, an indirect principal shareholder of the Company is a consultant
to Capital Holdings, Inc., the parent of Millingway, Inc. and GTD Capital
Holding Management Company. During the year ended March 31, 1992, the Company
entered into a two year line of credit for $450,000 with Sogevalor S.A. In
exchange for the funding commitment, the Company issued a Common Stock Purchase
Warrant Certificate for the purchase of 100,000 shares of common stock at $1.25
originally expiring February 13, 1994. The Company was involved in a dispute in
respect to ownership of this note payable that originally expired on December
31, 1997. The note and the warrant certificate were extended to June 30, 1998
by what the Company considered to be the rightful owner of that note, however
another party filed a lawsuit demanding immediate payment on the note. The
lawsuit was settled on June 8, 1998 for $10,000 and payment of the note
payable was made in full on July 16, 1998 and the warrants have expired.
STOCK TRANSACTION REPORTS BY OFFICERS, DIRECTORS AND
10% STOCKHOLDERS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors, executive officers and holders of more than 10% of the
Company's common stock to file with the Commission initial reports of ownership
(Form 3) and reports of changes in ownership (Form 4 or 5) of common stock and
other equity securities of the Company. To the Company's knowledge, based
solely on copies of reports furnished to the Company and representations that no
other reports were required, during the fiscal year ending March 31, 2000, all
Section 16(a) filing requirements were complied with except the reports for the
following that were not filed in a timely manner in the year indicated.
In June 1999, The Bridge Fund N.V. acquired an additional 10,000 common shares
of the Company from the market place bringing their total ownership interest in
the Company to 529,893 shares of Common Stock or 11.2%. The Bridge Fund failed
to notify the Company and file a Form 4 for this transaction in a timely manner.
On October 10, 2000, The Bridge Fund N.V. filed a Form 4 for this transaction.
<PAGE>
PROPOSAL 1
ELECTION OF NOMINEE DIRECTORS
Two nominee directors and three incumbent directors are to be elected at the
Annual Meeting to serve terms of one year or until their successors are duly
elected and qualified. A plurality of the votes cast by holders of the Common
Stock, in person or by proxy, is required for election of the directors. Absent
contrary instructions, shares represented by properly executed proxies in the
accompanying form will be voted FOR the nominees named below. Any shareholder
who wishes to withhold authority from the proxy holders to vote for the election
of directors or to withhold authority to vote for any additional individual
nominee may do so by marking his proxy to that effect.
All persons named herein as nominees for director have consented to serve and it
is not contemplated that any nominee will be unable to serve as a director. If
such event should occur, however, the proxies will be voted by the proxy holders
for such other person or persons as may be designated by the present Board.
The names of the Board's nominees and background information about them are set
forth below.
<TABLE>
<CAPTION>
NOMINEE DIRECTORS
DIRECTOR CLASS & NUMBER BUSINESS
NAME AGE SINCE SHARES OWNED OCCUPATION ADDRESS
<S> <C> <C> <C> <C>
Elliot Gerstenhaber 54 1996 - Real Estate Industry 4900 Woodway Suite 650, Houston, TX 77056
Richard Farkas 75 1996 - Advisor/Consultant 4900 Woodway Suite 650, Houston, TX 77056
Michael Lyons 39 2000 - Utility Industry 4900 Woodway Suite 650, Houston, TX 77056
Russell S. Molina 33 * - Investment Industry 4900 Woodway Suite 650, Houston, TX 77056
Raffaele Attar 30 * - Medical Industry 4900 Woodway Suite 650, Houston, TX 77056
</TABLE>
ELLIOT GERSTENHABER is a 1968 graduate of the University of Pennsylvania. Mr.
Gerstenhaber received a juris doctorate degree from South Texas College of Law
in 1975. He recently left the private practice of law to develop real estate
throughout the southeastern United States. He is President of Segue, Inc., a
privately-held company. Mr. Gerstenhaber is an incumbent Director running for
re-election.
RICHARD FARKAS
Richard P. Farkas is a graduate of Princeton and Yale Universities and attended
New Jersey Law School. He held corporate executive and operating positions
with major international companies prior to acquiring his own paper products
company, which was later sold to a major consumer products company. He then
founded IMC International Management Consultants, Inc., which operates out of
several domestic and European offices providing services to multi-national
corporations ranging in annual revenue size from $5 million to $4 billion. Mr.
Farkas is a current Director running for re-election.
MICHAEL LYONS is a graduate of Northeastern University holding a B. A. degree in
Economics. Mr. Lyons was President and founder of both Utility Information
Systems, Inc. (1993) and Utili-Comm Technologies, Inc. (1994) Mr. Lyons is
currently serving as President and Director to Scientific Telemetry Corporation.
Mr. Lyons was appointed to the Board September 2000 and is running for
re-election.
RUSSELL S. MOLINA is a 1989 graduate of Sam Houston State University holding a
B.A. degree in Marketing. Mr. Molina has been associated with Woodco Fund
Management since 1990 and was promoted to President February 1999. Prior to
joining WFM, Mr. Molina worked as a venture accountant with a commercial real
estate company in Houston, Texas and as a Contoller in the manufacturing arena.
Mr. Molina has over 5 years of direct investment experience in the speculative
and income markets.
RAFFAELE ATTAR graduated from St. John's College in 1995 with a degree in
Philosophy and Mathematics. Mr. Attar has 5 years of experience as an
investment analyst including 3 years experience in the medical financing
industry. Mr. Attar currently sits on the Board of Directors for Rollouts,
Inc., a privately held multi-site equipment deployment company based in
Minneapolis, MN.
THE BOARD OF DIRECTORS HAS NOMINATED THE ABOVE REFERENCED DIRECTORS FOR ELECTION
BY THE STOCKHOLDERS AND RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES LISTED ABOVE. THE ELECTION OF THESE DIRECTORS REQUIRES A PLURALITY OF
THE VOTES CAST BY THE HOLDERS OF THE SHARES OF COMMON STOCK PRESENT IN PERSON OR
BY PROXY AT THE ANNUAL MEETING AND ENTITLED TO VOTE ON THE ELECTION OF
DIRECTORS.
<PAGE>
PROPOSAL 2
"FORGIVENESS" STOCK ISSUANCE
Common Stock in consideration of the ("Forgiveness") of certain indebtedness the
Company owed to Monahan Corp. N.V. will satisfy this indebtedness in exchange
for a total number of 2,227,398 shares of the Company's Common Stock. Absent
contrary instructions, shares represented by properly executed proxies in the
accompanying form will be voted FOR the amendment for Forgiveness. Any
shareholder who wishes to withhold authority from the proxy holders to vote for
the Forgiveness of certain indebtedness or to withhold authority to vote for any
additional initiatives of the Board may do so by marking his proxy to that
effect. The breakdown of indebtedness owed to Monahan Corp. N.V by the Company
as of September 30, 2000;
COMPANY DEBT NUMBER OF SHARES
Monahan Corp. N.V. $334,109.65 2,227,398
THE BOARD OF DIRECTORS HAS APPROVED THE PROPOSAL TO ISSUE 2,227,398 COMMON
SHARES $.01 PAR VALUE, IN CONSIDERATION OF THE FOREGIVENESS OF CERTAIN
INDEBTEDNESS OWED BY THE COMPANY TO MONAHAN CORP. N.V. AND RECOMMENDS A VOTE FOR
THE ADOPTION OF THIS PROPOSAL. SUCH APPROVAL REQUIRES THE AFFRIMATIVE VOTE OF
THE HOLDERS OF A MAJORITY OF THE SHARES OF COMMON STOCK PRESENT OR REPRESENTED
BY PROXY AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
PROPOSAL 3
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Jeffrey S. Gilbert, CPA audited the Company's financial statements for the
fiscal year ending March 31, 1999 and March 31, 2000. The Board expects to
reappoint Jeffrey S. Gilbert, CPA as the independent certified public accountant
to examine the Company's financial statements and to perform the annual audit
going forward on an annual basis. Such an appointment to continue at the
pleasure of the Board will be voted FOR ratification of Jeffrey S. Gilbert, CPA
as the independent certified accountant for the Company. The Board has no
conflicts with the results of the audit or changes to accounting methods to
report.
Due to a prior engagement, Mr. Gilbert will be unable to attend the
shareholder's meeting. Any questions or concerns regarding Mr. Gilbert's audit
of the financial statements may be forwarded to The Company at 4900 Woodway,
Suite 650, Houston, Texas 77056. In the event, Mr. Gilbert is not approved; the
Board will continue its efforts to fill this vacancy.
THE BOARD OF DIRECTORS HAS APPROVED THE PROPOSAL TO RATIFY THE SELECTION OF
JEFFREY S. GILBERT, CPA AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
AND RECOMMENDS A VOTE FOR THE ADOPTION OF THIS PROPOSAL. SUCH APPROVAL REQUIRES
THE AFFRIMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF COMMON STOCK
PRESENT OR REPRESENTED BY PROXY AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
CURRENT DIRECTORS AND EXECUTIVE OFFICERS
Name Age Director Since Position
Elliot Gerstenhaber 54 1996 Director/Secretary/Treasurer
Richard Farkas 74 1996 Director
Michael Lyons 39 2000 Director
<PAGE>
The term of office of each director is until the next Annual Meeting of
Shareholders, or until such time as their successors shall have been duly
elected and qualified. Officers serve at the pleasure of the board. There are
no family relationships between any of the Company's directors or officers.
BACKGROUND OF CURRENT OFFICERS AND DIRECTORS
Elliot Gerstenhaber is a 1968 graduate of the University of Pennsylvania. He
received a juris doctorate degree from South Texas College of Law in 1975. He
recently left the private practice of law to develop real estate throughout the
southeastern United States. He is President of Segue, Inc., a privately-held
company. Mr. Gerstenhaber is a current member of the Board of Dirctors and is
running for re-election.
Richard P. Farkas is a graduate of Princeton and Yale Universities and attended
New Jersey Law School. He held corporate executive and operating positions with
major international companies prior to acquiring his own paper products company,
which was later sold to a major consumer products company. He then founded IMC
International Management Consultants, Inc., which operates out of several
domestic and European offices providing services to multi-national corporations
ranging in annual revenue size from $5 million to $4 billion. Mr. Farkas is
running for re-election to the Board of Directors.
Michael Lyons was appointed by the majority vote of the remaining directors to
serve until the next annual meeting and until his successor is elected and
qualified. This appointment by the board filled the vacancy created when Mr.
Dibo Attar resigned from the Board September 10, 2000.
COMPOSITION OF THE BOARD OF DIRECTORS
The Board is constituted by no less than three and no more than nine directors
elected by the plurality of the votes cast by holders of Common Stock entitled
to vote in the election. Elected directors serve for a term of one year and
until their successors are elected and qualified. Any vacancy which may occur
may be filled by the majority vote of the remaining directors in such the
director may serve until the next Annual Meeting. The Company does not have an
audit, compensation, or any other committies. Last fiscal year the Board did
not have any duly called and attended board meetings and elected to transact all
of its business through unanimous written consent.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
No members of the Board will receive any compensation in their capacity as
Directors. No current Executive Officer is receiving financial compensation,
with the exception of the 1990 Stock Option Plan, which expires
December 31, 2000 and will not be renewed. (See summary compensation table)
The Board is empowered to hire and offer a fair compensation package to
Executive Officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
For fiscal years ending March 31, 2000, 1999, 1998
Annual Compensation Awards Payouts
-------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) | (f) (g) | (h) | (I)
Name and | Restricted Securities | LTIP | All Other
Principal | Stock Underlying | Payouts | Compensation
Position Year Salary Bonus Other | Awards $ Options/SARs | $ | $
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dibo Attar (1) 2000 - - - | - - | - | -
Chairman of the Board 1999 - - - | - - | - | -
Interim President 1998 - - - | - - | - | -
| |
Ed Nagel (2) 1999 - - - | - - | - | -
Director 1998 45,833 - - | - - | - | -
President 1997 72,917 - - | - - | - | -
Elliot Gerstenhaber 2000 - - - | - - | - | -
Director 1999 - - - | - - | - | -
Secretary Treasurer 1998 - - - | - - | - | -
Richard Farkas 2000 - - - | - - | - | -
Director 1999 - - - | - - | - | -
1998 - - - | - - | - | -
Michael J. Lyons 2000 - - - | - - | - | -
Director ----------------------------------------
<FN>
(1) Mr. Attar receives compensation as a Consultant paid by another entity for work performed for that entity.
(2) Mr. Nagel received a salary in fiscal years ending 1998 and 1997 for his position as President. Mr. Nagel
resigned from his position as President in December 1997 and is the last Executive Officer to receive financial
compensation.
</TABLE>
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table contains information concerning grants of stock options
during fiscal 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------------------
Number of shares % of Total Market Price
Underlying Options Granted Exercise on Date of Expiration Value of grant
Name Options Granted to Employees Price Grant Date at Date of grant
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Dibo Attar - - - - - -
Ed Nagel - - - - - -
FISCAL YEAR-END OPTION VALUES
The following table contains information concerning stock options which were
unexercised at the end of fiscal 1999. No stock options were exercised in 1999.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year-End at Fiscal Year-End
Year -------------------------- -------------------------- Exercise
Name Issued Exercisable Unexercisable Exercisable Unexercisable Price
-------- ------ ----------- ------------- ----------- ------------- ------
Ed Nagel 1990 100,000 - - - $ 1.50
</TABLE>
TRANSACTIONS
During the first quarter of 2000 the Company entered into a series of
transactions with various entities controlled by its major shareholder. Under
these transactions, the Company acquired shares of two publicly traded companies
and two private companies for temporary investment purposes only. These shares
were acquired at the fair market value at the date of the acquisition. The fair
market value for the publicly traded shares was calculated at the then quoted
per share price. The privately held shares were value based on the percentage
of the company acquired multiplied by the estimated net book value of the
company acquired.
The company acquired these shares by issuing 8% interest bearing unsecured
notes. Under the terms of the notes the Company is to repay the notes upon the
earliest occurrence of either one year or upon the sale of the respective
shares as follows:
If upon sale of the shares the Company will pay all principal, accrued interest
and 75% of the gain from the sale of the respective shares.
If the Company does not sell the shares, after one year it will exchange the
shares held for all amounts due under the respective notes even if the then
value of the shares are less than the outstanding amounts due, including accrued
interest.
The shares acquired consist of 113,333 shares of KSW, Inc. for $226,666; 536,158
shares of Canada Wood Holdings, Inc. for $575,698.58; and 175 shares of
Commercial Bancshares, Inc. for $252,901.25.
LEGAL PROCEEDINGS
Neither the Company nor its subsidiaries is currently party to any other
material legal proceeding.
<PAGE>
ANNUAL REPORT
An Annual Report to Form 10KSB(2) "ANNUAL REPORT", containing financial
statements for fiscal years ending March 31, 2000, accompanies this Proxy
Statement. Stockholders are referred to the Annual Report for financial and
other information about the activities of the Company. The Annual Report is not
incorporated by reference into this Proxy Statement and is not deemed a property
of.
MISCELLANEOUS INFORMATION
SHAREHOLDER PROPOSALS
Proposals that shareholders desire to have included in the Company's proxy
statement for the 2000 Annual Meeting should be received by the Company at its
office at 4900 Woodway, Suite 650, Houston, Texas 77056 by the close of business
November 30, 2000. Any such proposal must comply with Rule 14a-8 of Regulation
14A of the Proxy Solicitation Rules of the Securities and Exchange Commission.
OTHER BUSINESS
The Board does not presently intend to bring any other business before the
Annual Meeting, and, so far as is known to the Board, no matters are to be
brought before the Annual Meeting except as specified in the notice of the
Annual Meeting. As to any business that may properly come before the Annual
Meeting, however, it is intended that proxies, in the form enclosed, will be
voted in respect thereof in accordance with the judgment of the persons voting
such proxies.
EXPENSE OF SOLICITATION OF PROXIES
The cost of soliciting proxies in the accompanying form, including any and all
professional fees paid to attorneys and accountants in connection with the
preparation and filing with the SEC of these proxy materials and the financial
statements and information included herein and the cost of printing and mailing
these proxy materials, will be borne and paid solely by the Company. To the
extent necessary, in order to assure sufficient representation, directors,
officers and regular employees of the Company may request the return of proxies
personally, or by mail, telephone, telegraph, or otherwise, but such persons
will not be compensated for such services. Brokerage firms, banks, fiduciaries
and other nominees will be requested to forward the soliciting material to each
beneficial owner of stock held of record by them. The Company will also
reimburse brokerage firms, banks, and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in furnishing proxy materials to
certain beneficial owners of the Company's voting stock.
Form 10-KSB and 10-QSB Exhibits
COPIES OF EXHIBITS TO THE SEC FORMS 10-KSB ARE AVALABLE FOR A REASONABLE CHARGE.
REQUESTS SHOULD BE ADDRESSED TO T.H. LEHMAN & CO., INCORPORATED, 4900 WOODWAY,
SUITE 650, HOUSTON, TEXAS 77056
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Elliot Gerstenhaber s/ Richard Farkas /s/ Michael J. Lyons
------------------------ ------------------ ---------------------
ELLIOT GERSTENHABER RICHARD FARKAS MICHAEL J. LYONS
Director/Secretary Director Director
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANING
PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THANK YOU FOR YOUR PROMPT
ATTENTION TO THIS MATTER.
<PAGE>
