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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d) (2))
[ ] Definitive Information Statement
PENN-AKRON CORPORATION
(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):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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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PENN-AKRON CORPORATION
3455 Peachtree Road, NE
5th Floor
Atlanta, Georgia 30326
PRELIMINARY INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
NOTICE OF SHAREHOLDER CONSENT TO CHANGE THE NAME OF
PENN-AKRON CORPORATION TO
HEROES, INC.
This information statement ("Information Statement") is furnished to
holders of record of the common stock of Penn-Akron Corporation, a Nevada
corporation (the "Company"), in order to comply with the requirements of Section
14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Regulation 14C under the Exchange Act. The purpose of this Information
Statement is to inform all stockholders of the approval of the amendment of the
Company's Articles of Incorporation providing for a change in the corporate name
from "Penn-Akron Corporation" to "Heroes, Inc." This Information Statement is
being mailed or delivered to the stockholders of the Company on or about
November 13, 2000.
We are not seeking consent, authorization or proxies from you since the
Company has obtained the written consent of the holders of a majority of the
outstanding shares of common stock of the Company pursuant to Section 78.320 of
the General Corporation Law of the State of Nevada. The record date for
determining stockholders entitled to receive this Information Statement has been
established as October 30, 2000 (the "Record Date"). On the Record Date, the
number of shares of the Company's common stock outstanding was 34,787,742
shares; the number of shares that voted to approve the aforementioned actions
was 17,436,448 representing 50.1% of the outstanding shares of the Company. The
Company proposes to file the amendment to the Company's Articles of
Incorporation (the "Amended Articles") with the Nevada Secretary of State twenty
(20) days after the mailing date of this Information Statement, which the
Company anticipates will be on or about December 4, 2000.
CHANGE OF CORPORATE NAME
The Company's Board of Directors (the "Board") has approved a proposal
to amend the Company's Articles of Incorporation such that the corporate name of
the Company will change from "Penn-Akron Corporation" to "Heroes, Inc." The
purpose for the change of corporate name is to reflect the Company's acquisition
of substantially all of the assets of Children's Heroes, Inc., a Nevada
corporation, and the Company's intent to move forward with its business plan of
deploying a nation-wide grass roots and on-line marketing system to
revolutionize K-12 fund raising and E-learning, based on a subscription and
transaction based business model of enrolling local and Internet merchants as
well as school/youth sports parents in a proprietary card
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registration program. The corporate name change will become effective upon the
filing of the Amended Articles with the Nevada Secretary of State.
The following table sets forth certain information as to those persons
or groups believed by management to be beneficial owners of more than 5% of the
Company's outstanding shares of Common Stock as of October 30, 2000 based upon
certain reports regarding such ownership filed with the Company and with the
Securities and Exchange Commission (the "SEC"), in accordance with Sections
13(d) or 13(g) of the Exchange Act by such persons or groups. Other than those
listed below, the Company is not aware of any person or group that owns more
than 5% of the Company Common Stock.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Title of Class Name of Beneficial Owner Beneficial Ownership Class (1)
-------------- ------------------------ -------------------- ---------
<S> <C> <C> <C>
Common Stock Kenneth M. Herman 3,399,223 9.8%
Common Stock John Julian 2,699,896 7.8%
Common Stock Tampa Bay Financial, Inc. 6,638,870 19.1%
</TABLE>
(1) Based on 34,787,742 shares of Common Stock outstanding on the Record
Date.
ADDITIONAL INFORMATION
This Information Statement is provided for information purposes only.
We are not soliciting proxies in connection with the items described herein. You
are not required to respond to this Information Statement. Please read the
Information Statement carefully.
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information that we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information regarding the public reference rooms.
Our public filings are also available to the public from commercial document
retrieval services and at the Internet World Wide Web site maintained by the SEC
at HTTP://WWW.SEC.GOV. You may also obtain copies of the filings the Company has
made with the SEC directly from the Company by requesting them in writing or by
telephone at the following:
Penn-Akron Corporation
3455 Peachtree Road, NE
5th Floor
Atlanta, Georgia 30326
404-364-9339
Attention: Tammy L. Lambert, Corporate Secretary
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By Order of the Board of Directors,
/s/ Tammy L. Lambert
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Tammy L. Lambert
Corporate Secretary
