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:
[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 Section 240.14a-11(c) or Section
240.14a-12
PRATT, WYLCE & LORDS, LTD.
(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 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 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:
<PAGE>2
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
PRATT, WYLCE & LORDS, LTD. (the "Company")
L. Alan Schafler is hereby authorized to represent and to vote the shares of
the undersigned in the Company at an Annual Meeting (hereinafter referred to
as "Annual Meeting") of Stockholders to be held on September 15, 1997 and at
any
adjournment as if the undersigned were present and voting at the meeting.
NOTE: Cumulative voting for directors is not allowed.
1. Proposal to elect not to be treated as a Business Development Company
under the Investment Act of 1940
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. Election of Directors
FOR all nominees (except as written on the line below) [ ]
WITHHOLD AUTHORITY TO VOTE
for all nominees listed below [ ]
NOMINEES: L. Alan Schafler, Malcolm Crawford and Sheila E. Crawford
(INSTRUCTIONS: To withhold authority to vote for any individual nominees
write the nominee's name on the line below.)
-------------------------------------------------
3. Approval of Winter, Scheifley & Associates, P.C. as Independent
Certified Accountants for fiscal year ending January 31, 1998.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion, on any other business that may properly come
before the meeting.
The shares represented hereby will be voted. With respect to items 1 - 43
above, the shares will be voted in accordance with the specifications made
and where no specifications are given, said proxies will vote for the
proposals. This proxy may be exercised by a majority of those proxies or
their substitutes who attend the meeting.
Please sign and date and return to Pratt, Wylce & Lords, Ltd.,
P.O. Box 7571 Hilton Head Island, SC 29938
Dated August 12, 1997
----------------------
Signature
----------------------
Signature
Joint Owners should each sign. Attorneys-in-fact, executors, administrators,
trustees, guardians or corporation officers, should give full title.
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PRATT, WYLCE & LORDS, LTD.
P.O. Box 7571
Hilton Head Island, SC 29938
Telephone: (803) 686-5590
Facsimile: (803) 686-5595
August 12, 1997
To the Stockholders of
Pratt, Wylce & Lords, Ltd.
You are cordially invited to attend an Annual Meeting (hereinafter referred
to as "Annual Meeting") of Stockholders of Pratt, Wylce & Lords, Ltd. (the
"Company"), to be held at 2035 Staysail Lane, Jupiter, Florida 33477, at 9:00
A.M., Eastern time, to consider and vote upon the matters set forth in the
accompanying Notice of Annual Meeting of Stockholders.
In addition to the election of directors and the approval of independent
certified public accountants for the fiscal year ended January 31, 1998,
Shareholders will be asked to approve the proposal that the Company elect to
cease to do business as a Business Development Company under the Investment
Act of 1940. Approval of the proposal would allow the Company to move
forward with its new business plan and would be economically beneficial to
the Company. The Company would not be subject to the strict requirements
of the Investment Act of 1940
Since it is important that your shares be represented at the meeting whether
or not you plan to attend in person, please indicate on the enclosed proxy
your decisions about how you wish to vote and sign, date and return the proxy
promptly in the envelope provided. If you find it possible to attend the
meeting and wish to vote in person, you may withdraw your proxy at that time.
Your vote is important, regardless of the number of shares you own.
Sincerely,
- -------------------------
L. Alan Schafler
Chairman of the Board of Directors
Chief Executive Officer
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PRATT, WYLCE & LORDS, LTD.
NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
To Be Held
September 15, 1997
To the Stockholders of
Pratt, Wylce & Lords, Ltd.
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of Pratt, Wlyce
& Lords, Ltd. (the "Company") will be held on September 15, 1997 at 9:00
o'clock in the morning, local time at the for the following purposes; all as
more specifically set forth in the attached Proxy Statement.
1. To consider and vote upon the proposal to cease doing business as a
Business Development Company under the Investment Act of 1940.
2. To consider and vote upon the election of the Officers and Directors
of the Company.
3. To approve Winter, Scheifley & Associates, P.C. as Independent Certified
Accountants for fiscal year ended January 31, 1998.
5. To transact such other business as may properly be brought before this
meeting.
Only holders of record of Common Stock of the Corporation as of the close of
business on August 1, 1997, are entitled to notice of or to vote at the
meeting or any adjournment thereof. The stock transfer books of the
Corporation will not be closed.
Stockholders are encouraged to attend the meeting in person. To ensure that
your shares will be represented, we urge you to vote, date, sign and mail the
Proxy Card in the envelope which is provided, whether or not you expect to be
present at the meeting. The prompt return of your Proxy Card will be
appreciated. It will also save the Company the expense of a reminder
mailing. The giving of such Proxy will not affect your right to revoke such
Proxy by appropriate written notice or to vote in person should you later
decide to attend the meeting.
By order of the Board of Directors
L. Alan Schafler
August 12, 1997 Chairman of the Board of Directors
Chief Executive Officers
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<PAGE>5
PROXY STATEMENT
PRATT, WYLCE & LORDS, LTD.
ANNUAL MEETING OF STOCKHOLDERS
To Be Held September 15, 1997
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Pratt, Wylce & Lords, Ltd., a Nevada
corporation (the "Company"), to be voted at an Annual Meeting of Stockholders
of the Company to be held on September 15, 1997 at 9:00 A.M., Eastern time,
at 2035 Staysail Lane, Jupiter, Florida 33477 and at any adjournment thereof
(the "Meeting"). The Proxy may be revoked by appropriate written notice at
any time before it is exercised. See, "Voting and Solicitation of Proxies".
This Proxy Statement and the accompanying Notice and Form of Proxy are being
mailed on or about September 15, 1997 to record holders of the Company's
Common Stock as of August 1, 1997 (the "Record Date").
As of Record Date, 2,588,500 shares of Common Stock of the Corporation were
issued and outstanding. Each share of Common Stock entitles the holder to
one vote on all matters brought before the Annual Meeting.
Pratt, Wylce & Lords, Ltd., (the "Company") was incorporated in the State of
Florida on May 22, 1986 using the name Global Wrestling Alliance, Inc.
The Company was authorized to issue 75,000,000 common shares at $.0001
par value. The Company had limited operations from 1988 through 1990
and ceased operations at that time. The Company experienced a change in
control and pursuant to a Board of Directors meeting and subsequent
written consent of a majority of its shareholders on May 31, 1993, the
Company began operations of its present business under the name Pratt, Wylce
& Lords, Ltd. and a One for One Hundred reverse stock split was effectuated.
The Company was reincorporated in the State of Nevada on August 18, 1993.
Pursuant to the Articles of Merger, the Company is authorized to issue
75,000,000 common shares at $.001 par value and there are currently
2,874,596 common shares outstanding.
The previous business objective of the Company was to provide consulting
services which assist the client company in becoming a publicly traded
company.
During January 1997, the Company determined that it was unable to
complete certain of its consulting projects and would be unable to accept new
consulting clients in the future. The Company has negotiated contract
termination agreements with all of its active clients which provide for the
immediate discontinuance of consulting services. The termination contracts
provide that the Company retain as revenue all cash paid to date and that the
Company return all or a major portion on common stock issued to it by client
companies.
The Company currently intends to provide management services for cash only,
and acquire businesses and assets as may provide gain for the shareholders.
The Company may also choose to form corporations for the purpose of pursuing
such business ventures as are deemed potentially profitable by the Board of
Directors.
ELECTION NOT TO BE TREATED AS A BUSINESS DEVELOPMENT COMPANY
Business Development Company. In July, 1995, the Company elected to be
treated as a Business Development Company ("BDC") pursuant to Section 54 of
the Investment Company Act of 1940 (the "1940 Act"). On October 21, 1980,
the 1940 Act was amended by a series of amendments which added sections 55
through 65. These sections comprise the Small Business Investment
Incentive Act of 1980 (the "SMIIA"). For purposes of the SMIIA, a
business development company is defined as a domestic closed-end company
which is operated for the purpose of making certain types of investments and
which makes available significant managerial assistance to the companies in
which it invests. Generally, a company which elects to be treated as a
business development company, or intends within 90 days to so elect, is
exempt from certain provisions of sections 1 through 53 of the 1940 Act.
To take advantage of these special regulatory provisions, a BDC must
comply with sections 55 through 65 of the 1940 Act, which require,
among other things, that:
a. a majority of the BDC's directors must not be "interested
persons" as defined in section 2(a)(19) of the 1940 Act;
b. A BDC is restricted in the kind of investments it can make,
i.e., at least seventy percent of the BDC's assets (excluding assets
necessary to maintain the business, such as office furniture) must consist of
securities of small, developing business or financially troubled businesses
and such liquid assets as cash or cash items, Government securities or
short-term, high quality debt securities;
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c. A BDC must annually furnish to its shareholders a statement,
in such form and manner as the Securities and Exchange Commission may
prescribe, about the risks involved in investing in a BDC due to the
nature of its portfolio, and;
d. A BDC must have a class of equity securities registered under
the 1934 Act or have filed a registration statement under that section and
must comply with the periodic reporting requirements under the 1934 Act,
including annual reports, quarterly reports and reports of certain
material changes, rather than with those in section 30 of the 1940 Act.
Due to the change in the business of the Company and the cost of compliance
to meet the requirements of the Investment Company Act of 1940, the Board of
Directors of the Company believes it would be economically beneficial to
elect not to be treated as a BDC.
The Board of Directors unanimously recommends a vote FOR the proposal to
elect not to be treated as a BDC as soon as practicable. Proxies solicited
by management will be so voted unless stockholders specify otherwise.
The affirmative vote of a majority of the shares of Common Stock of the
Company represented and voting at the Annual Meeting is required for approval
of the proposal.
ELECTION OF BOARD OF DIRECTORS
Pursuant to the Bylaws, each Director shall serve until the annual meeting of
the stockholders, or until his successor is elected and qualified. The
Company's basic philosophy mandates the inclusion of directors who will be
representative of management, employees and the minority shareholders of the
Company. Directors may only be removed for "cause". The term of office of
each officer of the Company is at the pleasure of the Company's Board.
The principal executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
Name Position Term(s) of Office
<S> <C> <C>
L. Alan Schafler, age 59 President/Treasurer June 1997
Director to present
MaryEllen Miles, age 36 Secretary May 1993
to present
Malcolm Crawford, age 76 Director June 1997
to present
Sheila Crawford, age 65 Director June 1997
to present
</TABLE>
Mr. Alan Filson and Mr. Stephen Jones resigned as directors in December, 1996
due to the requirements of the Investment Company Act of 1940 regarding
disinterested directors. Elizabeth Gheen and Mitsuo Tatsugawa resigned as
directors in June, 1997.
L. Alan Schafler. From 1974 to present, Mr. Schafler has been a management
consultant providing strategic planning and problem solving resource in a
wide range of corporate disciplines. Mr. Schafler's specialty is the review
and appropriate realignment of integrated corporate functions to maximize the
growth and profitability of the business enterprise. Mr. Schafler obtained
a B.B.A. degree in accounting from Hofstra University in 19 and an MBA in
Finance/Management from New York University Graduate School of Business in 19
. Mr Schafler has attended continuing financial/management post MBA studies
and seminars at New York University Graduate School of Business. Mr.
Schafler has been an instructor and advisor for Management Decision
Laboratory at the NYU Graduate School of Business. and attended and
instructed programming and systems courses at the Systems Research Institute.
Malcolm Crawford. Mr. Crawford has practiced law as a sole practioner in
Denver, Colorado since 1956 and was "Of Counsel" to Fishman, Genman & Gersh
from 1978 to 1985. Mr. Crawford earned a teacher certificate from Western
Kentucky University in 1941. He earned a Bachelor of Arts degree from the
University of Colorado in 1943 and a Masters of Art degree from the
Tufts/Harvard Fletcher School of International Law and Diplomacy in 1944.
Mr. Crawford earned his Juris Doctor degree from Yale Law School in 1947.
Sheila Crawford. Ms. Crawford is an author. She obtained a Bachelor of
Arts degree from Loretto Heights College in 1954 and a Masters degree from
the University of Denver in 1968.
The Board of Directors unanimously recommends a vote FOR the election of L.
Alan Schafler, Malcolm Crawford and Sheila Crawford to the Board of
Directors of the Company. Proxies solicited by management will be so voted
unless stockholders specify otherwise.
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<PAGE>7
The affirmative vote of a majority of the shares of Common Stock of the
Company represented and voting at the Annual Meeting is required for approval
of the above Directors.
APPROVAL OF SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors recommends for approval by the Shareholders the
selection of Winter, Sheifley & Associates, P.C. as the independent certified
public accountants of the Company for the fiscal year ending January 31,
1997.
In additional to its principal service of examining the financial statement
of the Company, Winter, Scheifley & Associates, P.C. provided certain non-
audit services for the Company during the preceding fiscal year and such
services were approved by management. In approving the services, management
determined that the nature of the services and the estimated fees to be
charged would have no adverse effect on the independence of the accountants.
Representatives of Winter, Scheifley & Associates, P.C. are expected to be
able via telephone at the Annual Meeting and to have the opportunity to make
a statement should they desire to do so and to be available to respond to
appropriate questions.
The affirmative vote of the holders of a majority of the outstanding shares
of the Company's Common Stock is necessary to approve Winter, Scheifley &
Associates, P.C. as the Company's auditors.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following tables list the Company's stockholders who, to the best of the
Company's knowledge, own of record or, to the Company's knowledge,
beneficially, more than 5% of the Company's outstanding Common Stock; the
total number of shares of the Company's Common Stock beneficially owned by
each Director; and the total number of shares of the Company's Common Stock
beneficially owned by the Directors and elected officers of the Company, as a
group.
<TABLE>
Percentage of
Number & Class Outstanding
Name and Address of Shares Common Shares
<S> <C> <C>
L. Alan Schafler
2035 Staysail Lane
Jupiter, Florida 33477 0 0%
Malcolm Crawford
3631 East 7th Avenue Pkwy
Denver, CO 80206 0
Sheila Crawford
3631 East 7th Avenue Pkwy
Denver, CO 80206 0 0%
Timothy Miles<F1><F2>
#9 Niblick
Hilton Head Island, SC 29938 451,183 17.40%
Elizabeth Gheen
9070 Coker Road
Salinas, CA 93907 300,770 11.60%
Mitsuo Tatsugawa
220A San Benancio Road
Salinas, CA 93908 360,924 13.92%
Stephen A. Jones
24285 Hillview Drive
Laguna Niguel, CA 92677 160,501 6.19%
Alan R. Filson
7270 Oakbay Drive
Noblesville, IN 46060 150,693 5.81%
All Directors & Officers
as a group (3) 0 0%
</TABLE>
<F1>Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or
shared investment power (including the power to dispose or direct the
disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise.
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Unless otherwise indicated, each person indicated above has sole power to
vote, or dispose or direct the disposition of all shares beneficially owned,
subject to applicable community property laws.
<F2>Includes Timothy Miles and MaryEllen Miles, who is married to Mr. Miles,
who together constitute a "group," as that term is defined in Section 13D of
the Securities Exchange Act of 1934, as amended.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term compensation
Annual Compensation Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other All
Name Annual Restricted LTIP Other
and Compen- Stock Options/ Pay- Compen-
Principal Salary Bonus sation Awards SARs Outs sation
Position Year ($) ($) ($) ($) ($) ($) ($)
Timothy Miles<F1>
President,
Treasurer 1994 $32,500 - - - - - -
Chief Financial
Officer 1995 $52,500 - - - - - -
1996 $177,000 - - - - - -
</TABLE>
[FN]
<F1>No other officer has received compensation in the last three fiscal
years. The
above compensation refers to the year ended January 31, 1994, for the year
ended January 31, 1995 and for the year ended January 31, 1996.
Additionally, in the year ended January 31, 1995, Mr. Miles received 7,785
common shares of Applied Cellular Technology, Inc.
Non-Qualified and Incentive Stock Option Plans. During 1995, the Company
adopted the 1995 Non-Statutory Stock Option Plan which provides for granting
to the Company's officers, directors, employees and certain other individuals
who consult with or advise the Company, options to acquire 750,000 shares of
the Company's common stock. The shares issuable under the 1995 plan are at
a price not less than 85% of the fair market value of the stock on the date
of grant. The exercise periods of the options are not to exceed ten years.
The Plan was suspended by the Board of Directors on June 12, 1996 and any
options granted in 1996 were suspended.
There is no plan or arrangement with respect to compensation received or
that may be received by the executive officers in the event of
termination of employment or in the event of a change in responsibilities
following a change in control.
CERTAIN TRANSACTIONS
Marital Relationship. Mr. Timothy Miles and Mrs. MaryEllen Miles are
married.
Changes in Control. There are no arrangements, known to the Company,
including any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change of control of
the Company.
VOTING AND SOLICITATION OF PROXIES
Stockholders represented by properly executed proxies received by the Company
prior to or at the Meeting and not duly revoked will be voted in accordance
with the instructions thereon. If proxies will be voted in instructions are
indicated thereon, such proxies will be voted in favor of Items 1 through 5
inclusive. Execution of a proxy will not prevent a stockholder from
attending the Meeting and revoking his proxy by voting in person (although
attendance at the Meeting will not in itself revoke a proxy). Any
stockholder giving a proxy may revoke it at any time before it is voted by
giving to the Company's Secretary/Treasurer written notice bearing a later
date than the proxy, by delivery of a later dated proxy, or by voting in
person at the Meeting. Any written notice revoking a proxy should be sent to
Pratt, Wylce & Lords, Ltd., P.O. Box 7571, Hilton Head Island, SC 29938.
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The Company's Board of Directors does not know of any other matters which
will be presented for consideration at the Meeting. However, if any other
matters which will be presented for consideration at the Meeting. However,
if any other matters are properly presented for action at the Meeting, it is
the intention of the person(s) named in the accompanying Form of Proxy to
vote the shares represented thereby in accordance with their best judgment on
such matters.
All costs relating to the solicitation of proxies made hereby will be borne
by the Company. Proxies may be solicited by officers and directors of the
Company personally, by mail or by telephone or telegraph, and the Company may
pay brokers and other persons holding shares of stock in their names of those
of their nominees for their reasonable expenses in forwarding soliciting
material to their principals.
It is important that proxies be returned promptly. Stockholders who do not
expect to attend the Meeting in person are urged to sign and date the
accompanying Form of Proxy and mail it in a timely fashion so that their vote
can be recorded.
ADDITIONAL INFORMATION
The Company's Annual Report to Shareholders for the fiscal year ended January
31, 1997, including the consolidated financial statements and related notes
thereto, together with the report of the independent auditors and other
information with respect to the Company, accompanies this Proxy Statement.
OTHER MATTERS
The Company is not aware of any other business to be presented at the Annual
Meeting. If matters other than those described herein should properly
arise at the meeting, the proxies will vote on such matters in accordance
with their best judgment.
SHAREHOLDER PROPOSALS
Proposals by Shareholders intended to be presented at the 1998 Annual Meeting
must be received by the Company no later than November 15, 1997.
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