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SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary information statement [ ] Confidential, for use by the
Commission Only (as permitted
by Rule 14c-5(d)(2))
[x] Definitive information statement
RAVENS METAL PRODUCTS, INC.
(Name of Registrant as Specified in Charter)
JOHN J. STITZ, RAVENS METAL PRODUCTS, INC., P.O. BOX 10002,
861 E. TALLMADGE AVENUE, AKRON, OHIO 44310; (216) 630-4528
(Name of Person(s) Filing the Information Statement)
Payment of filing fee (check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11
[x] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.
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RAVENS METAL PRODUCTS, INC.
P.O. BOX 10002
861 E. TALLMADGE AVENUE
AKRON, OH 44310
NOTICE OF ACTION TO BE TAKEN
BY WRITTEN CONSENT
TO THE SHAREHOLDERS OF RAVENS METAL PRODUCTS, INC.:
NOTICE IS HEREBY GIVEN that, at a meeting held on September 12, 1995, the Board
of Directors (the "Board") of Ravens Metal Products, Inc. (the "Company")
approved a consolidation of the Company's stock by effecting a reverse stock
split, so that each four (4) shares of common stock of the Company will be
cancelled and exchanged for one (1) share of common stock of the Company. Any
fractional interest resulting from the split will be rounded up to the next
whole share. In connection with this reverse split, the Board also proposed,
adopted and declared advisable an amendment to the Company's Certificate of
Incorporation to reduce the authorized capital stock of the Company to Three
Million Three Hundred Thousand (3,300,000) shares, of which Three Million
(3,000,000) shares shall be Common Stock having a par value of One Penny ($.01)
per share, and Three Hundred Thousand (300,000) shares shall be Preferred Stock
having a par value of One Penny ($.01) per share.
By written consent dated December 1, 1995 and delivered to the Company on that
date, Jacob Pollock, holder of 87.51% of the Company's issued and outstanding
stock, has approved the proposed amendment. Since shareholder approval of the
amendment is thus assured, the Board has decided to dispense with the formality
of a special meeting of shareholders. Management is not soliciting proxies or
consents in connection with this matter, and shareholders are requested not to
send proxies or consents to the Company. The Company expects to file the
amendment with the Secretary of State of the State of Delaware as soon as
practicable on or after December 21, 1995. The amendment will be effective
when accepted for filing.
Under Delaware law, the reverse stock split and corresponding reduction in
authorized stock do not give rise to dissenters' rights of appraisal. This
notice constitutes the notice required by Section 228 of the Delaware General
Corporation Law.
YOU ARE HEREBY REQUESTED TO SURRENDER ANY CERTIFICATES FOR THE COMPANY'S COMMON
STOCK IN YOUR POSSESSION (SEE THE ENCLOSED TRANSMITTAL LETTER AND MAILING
ENVELOPE); SURRENDERED CERTIFICATES WILL BE EXCHANGED FOR NEW CERTIFICATES
REFLECTING THE REVERSE STOCK SPLIT, INCLUDING ANY SHARES RESULTING FROM THE
ROUNDING-UP OF ANY FRACTIONAL INTERESTS CREATED THEREBY.
Nicholas T. George
Secretary
Akron, Ohio
December 1, 1995
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RAVENS METAL PRODUCTS, INC.
INFORMATION STATEMENT
GENERAL INFORMATION
This Information Statement is being furnished to shareholders of Ravens Metal
Products, Inc., a Delaware corporation (the "Company"), on or about December 1,
1995, in connection with approval by written action of an amendment to the
Company's Certificate of Incorporation (the "Amendment"). The Company's
principal executive offices are located at 861 E. Tallmadge Avenue, Akron, Ohio
44310; telephone (216) 630-4528. Management is not soliciting proxies or
consents in connection with this matter, and shareholders are requested not to
send proxies or consents to the Company.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
VOTING RIGHTS AND RECORD DATE
Only shareholders of record at the close of business on December 1, 1995 (the
"Record Date") have the right to receive notice of and to act with respect to
the proposed Amendment. As of the Record Date, 7,769,392 shares of the
Company's $.01 par value common stock (the "Common Stock") were issued and
outstanding. There were no shares of preferred stock of the Company issued and
outstanding as of the Record Date, and there are presently no such shares
issued and outstanding.
Under Delaware law and the Company's Certificate of Incorporation and By-Laws,
a majority of the issued and outstanding shares of Common Stock is required to
approve the Amendment. Each shareholder of record is entitled to one vote for
each share of stock held. However, since the consent executed and delivered to
the Company by Jacob Pollock represents the consent of more than a majority of
the issued and outstanding shares of the voting stock of the Company, the
Amendment may be effected without further action of the Company's shareholders.
AMENDMENT OF CERTIFICATE OF INCORPORATION
On September 12, 1995, the Board of Directors of the Company adopted
resolutions approving a one-for-four stock split and a corresponding reduction
in the Company's authorized $.01 par value stock as follows:
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RESOLVED, that it is hereby declared advisable to consolidate the
shares of the Company by effecting a reverse stock split, so that each
four (4) shares of the common stock of the Company will be surrendered
to the Company, cancelled and exchanged for one (1) share of common
stock of the Company (with any fractional interest created by the
split rounded up to the next whole share), and said reverse stock
split is hereby adopted by this Board and shall be effected as of the
earliest practicable date.
RESOLVED, that it is hereby declared advisable that the Certificate of
Incorporation of Ravens Metal Products, Inc. (As Amended) be further
amended by changing Article 5 thereof so that, as amended, the first
paragraph of Article 5 shall be and read as follows:
ARTICLE 5
The aggregate number of shares which the Corporation shall have
authority to issue is Three Million Three Hundred Thousand (3,300,000)
shares, of which Three Million (3,000,000) shares shall be Common
Stock having a par value of One Penny ($.01) per share, and Three
Hundred Thousand (300,000) shares shall be Preferred Stock having a
par value of One Penny ($.01) per share.
The remaining text of Article 5 shall not change.
The Company expects to file the Amendment with the Secretary of State of the
State of Delaware as soon as practicable on or after December 21, 1995. The
Amendment will be effective when accepted for filing.
There currently is no active public market for the Company's Common Stock. The
Common Stock is traded over-the-counter and reported on "pink sheets," which
are published periodically. The Chicago Corp., 208 LaSalle Street, Chicago,
Illinois 60604 (telephone: 1-800-621-1674) makes a market in the Common Stock.
The best knowledge and belief of the Company is that the stock has not actively
traded during the last two years and that The Chicago Corp. has maintained a
bid price ranging from $.10 to $.25 per share during that period. The current
bid price is $.25 per share. The Company is aware that a small number of
transactions, most of which involved the sale of shares by Jacob Pollock, have
occurred at prices ranging from $1.50 to $2.75 per share. An independent
appraisal firm valued the stock at $1.00 per share as of March 31, 1994. The
reverse stock split and the corresponding reduction in authorized shares are
motivated by a desire to raise the bid price of the Common Stock to facilitate
more active trading. However, there can be no assurance that an active market
for the Common Stock will develop merely because of an increase in the price of
each share.
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The reverse stock split and Amendment will not materially increase or decrease
the percentage of ownership of the Company or change the voting rights of any
shareholder, although in some cases immaterial changes in ownership and voting
power may result from the rounding up of fractional interests. There are
currently 7,769,392 shares of Common Stock outstanding; following the split,
there will be an aggregate of 1,943,526 such shares outstanding, comprised of
1,942,348 shares resulting from the split and 1,178 shares from the rounding up
of fractional interests. Accordingly, a holder of 100 shares, or 0.0012871% of
ownership and voting power, pre-split would hold 25 shares, or 0.0012863% of
ownership and voting power, post-split, while a holder of 101 shares, or
0.0013000% of ownership and voting power, pre-split would hold 26 shares, or
0.0013378% of ownership and voting power, post-split. The Company hereby
requests surrender of each certificate that has been issued. In exchange for
each surrendered certificate, the Company will issue a new certificate
reflecting the split and the rounding-up of any fractional interest created
thereby. Under Delaware law, the reverse stock split and corresponding
reduction in authorized stock, pursuant to the Amendment, do not give rise to
dissenters' rights of appraisal.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the ownership of Common Stock by the only person
known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock as of December 1, 1995. He has sole voting and
investment power with respect to these shares.
<TABLE>
<CAPTION>
Name and
Title of Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
----- ---------------- -------------------- --------
<S> <C> <C> <C>
Jacob Pollock 6,799,210 87.51%
Common Stock 861 E. Tallmadge Avenue
Akron, Ohio 44310
</TABLE>
The following table shows the ownership of Common Stock beneficially owned
directly or indirectly by each director of the Company, and by all its
directors and officers as a group as of December 1, 1995.
<TABLE>
<CAPTION>
Title of Name of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
----- ---------------- -------------------- --------
<S> <C> <C> <C>
Common Stock Jacob Pollock 6,799,210 (1) 87.51%
Nicholas T. George 120,000 (2) 1.54%
C. Stephen Clegg 0 0.00%
David A. Simia 1,010 (1) 0.01%
Richard D. Pollock 160,000 (2) 2.07%
All directors and 6,960,220 89.59%
officers as a group
(7 persons)
</TABLE>
(1) The listed person has sole voting and investment power with respect to
these shares.
(2) 120,000 shares are held in an irrevocable trust for the benefit of
Richard Pollock's children. Richard Pollock and Nicholas T. George,
as co-trustees, equally share voting and investment power with respect
to these shares. The remaining 40,000 shares listed for Richard
Pollock are owned by his spouse; Mr. Pollock disclaims beneficial
ownership of these shares.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy and
information statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, information statements and other
information filed by the Company can be inspected at the public reference
facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at its Northeast Regional Office, 7
World Trade Center, Suite 1300, New York, New York 10048 and at its Midwest
Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and may be copied upon payment of prescribed fees. Copies of such material
also may be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of
prescribed fees.
FINANCIAL AND OTHER INFORMATION; INCORPORATION BY REFERENCE
The Company's 1995 Annual Report was delivered to shareholders with the
Information Statement dated August 11, 1995 for the Company's September 12,
1995 Annual Meeting of Shareholders (the "1995 Annual Report"). Management's
Discussion and Analysis of Financial Condition and Results of Operations and
the Financial Statements, included in the 1995 Annual Report, are incorporated
herein by reference. A copy of the Company's Form 10-Q for the fiscal quarter
ended September 30, 1995, as filed with the Securities and Exchange Commission,
accompanies this Information Statement. Copies of the Company's Form 10-K for
the fiscal year ended March 31, 1995 (without exhibits) and the 1995 Annual
Report may be obtained from the Company, upon request. Your request should be
directed in writing to Chief Financial Officer, Ravens Metal Products, Inc.,
861 E. Tallmadge Avenue, Akron, Ohio 44310, or by telephone to the Chief
Financial Officer at (216) 630-4528. The Form 10-K (without exhibits) and the
1995 Annual Report will be sent to you, without charge, by first class mail.
SHAREHOLDER PROPOSALS
Any proposal intended to be presented by a shareholder at the 1996 Annual
Meeting of the Company's Shareholders must be received by the Company no later
than June 12, 1996 at the Company's offices, addressed to P.O. Box 10002,
Akron, Ohio 44310-0002, for inclusion in the Company's proxy material or
information statement for the 1996 Annual Meeting of Shareholders.
By Order of the Board of Directors,
Nicholas T. George
Secretary
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RAVENS [logo]
December 1, 1995
Dear Shareholder of Ravens Metal
Products, Inc.:
In accordance with the enclosed information, please send your stock
certificates in the enclosed postage paid envelope. (This is not an offer to
purchase your stock, and Ravens is not purchasing stock.) If the certificates
do not fit in the envelope or the envelope is not available, mail the
certificates to:
Ravens Metal Products, Inc.
P. O. Box 10002
Akron, Ohio 44310-0002
Ravens will mail new certificates to you at the address the enclosed
information was mailed to. If you have a new address, please provide it in the
following space:
New Address:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
Very truly yours,
RAVENS METAL PRODUCTS, INC.
RAVENS METAL PRODUCTS, INC. P.O. BOX 10002.AKRON, OH
44310-0002.PHONE:(216)630-4528.FAX:(216)630-4535
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1995 Annual Report
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors
Ravens Metal Products, Inc.:
We have audited the accompanying balance sheets of Ravens Metal
Products, Inc. as of March 31, 1995 and 1994 and the related statements of
operations, changes in shareholders' equity (deficit), and cash flows for each
of the three years in the period ended March 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Ravens Metal
Products, Inc. as of March 31, 1995 and 1994 and the results of its operations
and its cash flows for each of the three years in the period ended March 31,
1995 in conformity with generally accepted accounting principles.
/s/Coopers & Lybrand
Akron, Ohio
May 24, 1995, except as to the information presented in Notes 5 and 6, for
which the date is June 26, 1995.
