SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14(a)-12
AMERICANA GOLD & DIAMOND HOLDINGS, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
JOSE PEREIRA
- - --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement)
Payment of filing fee (check the appropriate box):
/X/ $125 per Exchange Act Rule 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
computed pursuant to Exchange Act Rule 0-11:(1)
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
/ / 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:
- - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- - --------------------------------------------------------------------------------
(3) Filing party:
- - --------------------------------------------------------------------------------
(4) Date filed:
- - --------------------------------------------------------------------------------
-2-
<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC.
Calle Los Laboratorios, Torre Beta,
Piso 2, Oficina 208, Urb. Los Ruices
Caracas, Venezuela
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on June 18, 1997
-------------
To the Stockholders:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of
Stockholders (the "Meeting") of AMERICANA GOLD & DIAMOND HOLDINGS, INC., a
Delaware corporation (the "Company"), will be held at the Hotel Continental,
Salon Frailejon, Avenida San Juan Don Bosco, Altamira, Caracas, Venezuela, on
June 18, 1997 at 10:00 a.m., local time, for the following purposes:
1. To elect nine (9) members of the Board of
Directors to serve until the next Annual Meeting of
Stockholders and until their successors have been duly elected
and qualified; and
2. To transact such other business as may properly be
brought before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May
20, 1997 as the record date for the Meeting. Only stockholders of record on the
stock transfer books of the Company at the close of business on that date are
entitled to notice of, and to vote at, the Meeting.
By Order of the Board of Directors
TOMAZ KLINGBERG
Secretary
Dated: May 22, 1997
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING,
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE THAT IS PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
<PAGE>
AMERICANA GOLD & DIAMOND HOLDINGS, INC.
Calle Los Laboratorios, Torre Beta
Piso 2, Oficina 208, Urb. Los Ruices
Caracas, Venezuela
--------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
June 18, 1997
--------------------------
INTRODUCTION
This Proxy Statement is being furnished to stockholders by the Board of
Directors of Americana Gold & Diamond Holdings, Inc., a Delaware corporation
(the "Company"), in connection with the solicitation of the accompanying Proxy
for use at the Annual Meeting of Stockholders of the Company (the "Meeting") to
be held at the Hotel Continental, Salon Frailejon, Avenida San Juan Don Bosco,
Altamira, Caracas, Venezuela, on June 18, 1997, at 10:00 a.m., local time, or at
any adjournments thereof.
The principal executive offices of the Company are located at Calle Los
Laboratorios, Torre Beta, Piso 2, Oficina 208, Urb. Los Ruices, Caracas-1071,
Venezuela. The approximate date on which this Proxy Statement and the
accompanying Proxy will first be sent or given to stockholders is May 20, 1997.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on May 20, 1997,
the record date (the "Record Date") for the Meeting, will be entitled to notice
of, and to vote at, the Meeting and any adjournment(s) thereof. As of the close
of business on the Record Date, there were outstanding 12,509,400 shares of the
Company's common stock, $.001 par value (the "Common Stock"). Each outstanding
share of Common Stock is entitled to one vote. There was no other class of
voting securities of the Company outstanding on the Record Date. A majority of
the outstanding shares of Common Stock present in person or by proxy is required
for a quorum.
VOTING OF PROXIES
Shares of Common Stock represented by Proxies, which are properly
executed, duly returned and not revoked, will be voted in accordance with the
instructions contained therein. If no specification is indicated on the Proxy,
the shares of Common Stock represented thereby will be voted (i) for the
election as
<PAGE>
Directors of the persons who have been nominated by the Board of Directors, and
(ii) for any other matter that may properly be brought before the Meeting in
accordance with the judgment of the person or persons voting the Proxy. The
execution of a Proxy will in no way affect a stockholder's right to attend the
Meeting and vote in person. Any Proxy executed and returned by a stockholder may
be revoked at any time thereafter if written notice of revocation is given to
the Secretary of the Company prior to the vote to be taken at the Meeting, or by
the execution of a subsequent proxy which is presented to the Meeting, or if the
stockholder attends the Meeting and votes by ballot, except as to any matter or
matters upon which a vote shall have been cast pursuant to the authority
conferred by such Proxy prior to such revocation. For purposes of determining
the presence of a quorum for transacting business at the Meeting, abstentions
and broker "non-votes" (i.e., proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated as shares
that are present but which have not been voted.
The cost of solicitation of the Proxies being solicited on behalf of
the Board of Directors will be borne by the Company. In addition to the use of
the mails, proxy solicitation may be made by telephone, telegraph and personal
interview by officers, directors and employees of the Company. The Company will,
upon request, reimburse brokerage houses and persons holding Common Stock in the
names of their nominees for their reasonable expenses in sending soliciting
material to their principals.
SECURITY OWNERSHIP
The following table sets forth information concerning ownership of the
Company's Common Stock, as of May 20, 1997, by each person known by the Company
to be the beneficial owner of more than five percent of the Common Stock, each
director, each nominee for Director each executive officer as defined in Item
402(a)(3) of Regulation S-KSB and by all directors and executive officers of the
Company as a group. Unless otherwise indicated, the address for five percent
stockholders, directors and executive officers of the Company is Calle Los
Laboratorios, Torre Beta, Piso 2, Oficina 208, Urb. Los Ruices, Caracas,
Venezuela.
Name and Address Shares Percentage
of Beneficial Owner Beneficially Owned(1) of Class
- - ------------------- --------------------- --------
Noga Corporation 1,300,000 10.4%
Carlos Hausmann 1,039,689(2) 8.3%
Henry Bloch 542,280(3) 4.3%
-2-
<PAGE>
Name and Address Shares Percentage
of Beneficial Owner Beneficially Owned(1) of Class
- - ------------------- --------------------- --------
David Zrihen 294,682 2.4%
David Bassan 161,799 1.3%
Jose Pereira 305,982 2.4%
Tomaz Klingberg 299,778(4) 2.4%
Alberto Cohen 316,795(5) 2.5%
Clement W. Cohen 334,004 2.7%
Leon Bentes 296,218 2.4%
Gerald L. Sneddon
All directors and 3,591,227(2)(3)(4)(5) 28.7%
executive officers as a
group (10 persons)
- - ---------------------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities.
(2) Includes 311,755 shares of Common Stock held by an entity controlled by
Mr. Hausmann. Mr. Hausmann disclaims beneficial ownership of such
shares.
(3) Includes 56,000 shares of Common Stock held by an entity controlled by
Mr. Bloch. Mr. Bloch disclaims beneficial ownership of such shares.
(4) Includes 59,094 shares of Common Stock held by an entity controlled by
Mr. Klingberg. Mr. Klingberg disclaims beneficial ownership of such
shares.
(5) Includes 144,154 shares of Common Stock held by an entity controlled by
Mr. Cohen. Mr. Cohen disclaims beneficial ownership of such shares.
PROPOSAL I - ELECTION OF DIRECTORS
Unless otherwise specified, all Proxies received will be voted in favor
of the persons named below as directors of the Company, to serve until the next
Annual Meeting of Stockholders of the Company and until their successors shall
be duly elected an qualified. Directors shall be elected by a plurality of the
votes cast, in person or by proxy, at the Meeting. Abstentions from voting and
broker nonvotes on the election of directors will have no effect since they will
not represent votes cast at the Meeting for the purpose of electing directors.
All nominees for Director are currently directors of the Company, except for
Gerald L. Sneddon. The terms of the nominees expire at the Meeting and when
their successors are duly elected and shall have
-3-
<PAGE>
qualified. Management has no reason to believe that any of the nominees will be
unable or unwilling to serve as a director, if elected. Should any of the
nominees not remain a candidate for election at the date of the Meeting, the
Proxies will be voted in favor of those nominees who remain candidates and may
be voted for substitute nominees selected by the Board of Directors. The
following table sets forth the ages of the Directors and nominees of the
Company:
Year Elected to the
Name Age Board of Directors
- - ---- --- -------------------
Carlos Hausmann.................... 57 1993
Henry Bloch........................ 51 1993
David Zrihen....................... 55 1993
David Bassan....................... 39 1993
Jose Pereira....................... 60 1993
Thomaz Klingberg................... 50 1993
Alberto Cohen...................... 63 1994
William Clement Cohen.............. 48 1996
Gerald L. Sneddon.................. 65 --
Carlos Hausmann. Mr. Hausmann has served as the President, Chief
Executive Officer and as a Director of the Company since February 8, 1993. Mr.
Hausmann was President (from 1968 to 1988), and founder of, Wilson Athletics of
Venezuela, a leading supplier of clothing and licensee for Jockey, Carter's,
Catalina, Jantzen and Horn Products. Mr. Hausmann is President of Paris
Croissant C.A., Sensormatic de Venezuela, a security company, and Chairman of
Inversiones Carev, S.A., a supplier of goods and services to the Venezuelan
Armed Forces and he is a Director of numerous other companies.
Henry Bloch has served as the Chief Financial Officer and as a Vice
President and Director of the Company since February 8, 1993. Mr. Bloch attended
the University of Maryland and graduated from New York University in 1967 with a
business degree. Mr. Bloch has been a financial advisor with Fahnestock & Co.,
Inc. for at least the past five years. Mr. Bloch's business experience includes
President of a uniform factory, editor and publisher of a weekly tourism
magazine.
David Zrihen. Mr. Zrihen has served as a Vice President, Treasurer and
Director of the Company since February 8, 1993. Mr. Zrihen has significant
business experience in the Import-Export business and has been the trade
representative for such products as Remington, Pollenex, Teledyne, Clairol and
Vidal Sassoon for more than the past five years.
David Bassan has served as Vice President, Controller and as a Director
of the Company since February 8, 1993. Mr. Bassan has been associated with
several entities for more than the past five years as follows: Mr. Bassan
currently serves as a
-4-
<PAGE>
Director of Group Equipo 18 (a real estate company), Hoteles Karibik C.A. (a
hotel operation company), Multinvest (a stock brokerage company) and Camara
Inmobiliaria de Venezuela (a non-profit organization for the promotion of real
estate development).
Jose Pereira has served as either Vice President of Strategic Planning
and/or General Manager of the Company, and as a Director since February 8, 1993.
Prior thereto Mr. Pereira served as a Brigadier General for the Venezuelan Air
Force for more than the past five years. During his military career, Mr. Pereira
held many senior positions of responsibility and led many procurement programs.
He received a B.S. in Mechanical Engineering from the University of Denver in
Colorado.
Tomaz J. Klingberg has served as a Vice President and a Director of the
Company since February 8, 1993. Mr. Klingberg has been an Economist at the
University Central de Venezuela for more than the past five years. Mr. Klingberg
has been a business consultant since 1980 and he serves as a Director for
various privately held businesses.
Alberto Cohen has served as Vice President and Director of the Company
since February 8, 1993. Mr. Cohen has been President of a textile manufacturer
and also a construction company for more than the past five years.
Clement W. Cohen has served as Vice President and General Manager of
Leon Cohen C.A., a leading Department Store in Venezuela since 1972. For the
past five years, Mr. Cohen has also been President of Suministros Zamora Cohen,
an importer and wholesaler of medical supplies company. He is also President of
LECO C.A., a company in the Real Estate business.
Gerald L. Sneddon currently serves on the Board of Directors of
Francisco Gold Corp. and Gold Standard Inc. and currently has operational
responsibilities for Francisco Gold Corp. Mr. Sneddon has an extensive
background in the mining industry. For more than five years prior to 1996, Mr.
Sneddon was employed in various capacities at the MK Gold Company of Boise,
Idaho, most recently as Executive Vice President. Mr. Sneddon received a B.S. in
Engineering from Montana State University and has been employed by such
companies as Kaiser Steel Corporation.
SECTION 16 COMPLIANCE
All of the Executive Officers and Directors of the Company did not
timely file Form 3s and Form 4s under Section 16 of the Securities Exchange Act
of 1934, as amended. All of such individuals have filed Form 5s to reflect all
transactions in the Company's Common Stock which they were a party to in 1995
and 1996.
-5-
<PAGE>
Recommendation of the Board of Directors
- - ----------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES.
Meetings
- - --------
For the fiscal year ended December 31, 1996, there were 8 meetings of
the Board of Directors. From time to time, the members of the Board of Directors
act by unanimous written consent pursuant to the laws of the State of Delaware.
The Board of Directors does not have a standing nominating committee.
The Board of Directors intends to create a Compensation Committee which
will make recommendations concerning salaries and incentive compensation for
employees of and consultants to the Company and an Audit Committee, which will
review the results and scope of the audit and other services provided by the
Company's independent accountants.
EXECUTIVE COMPENSATION
Officers Compensation
- - ---------------------
No officer of the Company was paid salary and bonus exceeding $100,000
with respect to the year ended December 31, 1996. The total cash compensation
paid to officers of the Company in the year ended, December 31, 1996 was
$26,400. Mr. Carlos Hausmann, the President and Chief Executive Officer of the
Company (the "Named Executive Officer") did not receive any cash from the
Company in connection with his duties as the principal executive officer of the
Company. Mr. Hausmann received 30,612 shares of Common Stock valued at $.81 per
share (or an aggregate of $24,796) and 90,000 shares of Common Stock valued at
$.50 per share (or an aggregate of $45,000). In addition, as described under
"Directors Compensation" below, officers and directors of the Company received
Common Stock of the Company in lieu of cash compensation.
Directors Compensation
- - ----------------------
Directors of the Company were entitled to receive in the aggregate
$205,000 in compensation for services rendered during 1996. Such compensation
was received through the issuance of 410,000 shares of Common Stock at a
purchase price of $.50 per share.
Board of Directors Interlocks and Insider Participation
- - -------------------------------------------------------
The Board of Directors has no compensation committee. See "Certain
Relationships and Related Transactions for transactions between the Company and
its executive officers or directors."
-6-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On October 1994, the Company purchased the La Fortuna I Mining
Concession from Inversiones Megold C.A.. The Company has paid the purchase price
by paying Inversiones Megold C.A. approximately $110,000 in cash and issuing
approximately 1,721,053 shares of Common Stock to Inversiones Megold C.A..
Inversiones Megold C.A. has transferred 1,300,000 shares of such Common Stock to
Noga Corporation, a five percent stockholder of the Company.
From time to time certain officers and directors of the Company have
purchased Common Stock from the Company in Foreign Private Placements. In 1996,
no officer or director paid $60,000 or more for such Common Stock.
In December 1996, Henry Bloch, an officer and director of the Company
received 100,000 shares of Common Stock in consideration of certain consulting
services.
INDEPENDENT AUDITORS
The Board of Directors has appointed KRYGIER, MONTILLA & ASOCIADOS as
the Company's independent auditors for the fiscal year ended December 31, 1997.
The Company is not asking the stockholders to approve a proposal to select such
auditors. A representative of KRYGIER, MONTILLA & ASOCIADOS will not be present
at the Meeting.
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next Annual Meeting of Stockholders of the
Company, stockholder proposals for such meeting must be submitted to the Company
no later than December 15, 1997.
ANNUAL REPORT
All stockholders of record as of May 20, 1997 have been sent, or are
concurrently herewith being sent, a copy of the Company's Annual Report for the
fiscal year ended December 31, 1996 (without exhibits) as filed with the
Securities and Exchange Commission. Such reports contain certified financial
statements of the Company for the fiscal year ended December 31, 1996.
By Order of the Company,
THOMAZ J. KLINGBERG, Secretary
Dated: Caracas, Venezuela
May 22, 1997
-7-
