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 /___/
Filed by a Party other than the Registrant / X /
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 Materials Pursuant to Rule 14a-11(c) or Rule 14a-12
CHOICES ENTERTAINMENT CORPORATION (COMMISSION FILE NO. 0-17001)
(Name of Registrant as Specified in Its Charter)
COMMITTEE FOR MAXIMIZING CHOICES STOCKHOLDER VALUE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/___/ $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 (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>
PRELIMINARY COPY
THE COMMITTEE FOR MAXIMIZING
CHOICES STOCKHOLDER VALUE
------------------------------------------
INFORMATION STATEMENT FOR REMOVAL AND REPLACEMENT
OF THE BOARD OF DIRECTORS OF
CHOICES ENTERTAINMENT CORPORATION
Dear Fellow Choices Stockholder:
This information statement is being furnished by a group of
concerned stockholders (the "Committee") of Choices Entertainment Corporation
(the "Company" or "Choices") for the purpose of removing and replacing the Board
of Directors of the Company pursuant to action by written consent of a majority
in voting interest of the stockholders of the Company through resolutions in the
form attached hereto as Exhibit "A" (the "Consent"). The Consent must be signed
and returned to the Committee at 4949 River Point Road, Jacksonville, Florida
32207, on or before July 14, 1996. Once a stockholder has signed and delivered
the Consent, he may not revoke the Consent. This information statement is first
being mailed or otherwise delivered to selected Company stockholders on or about
June 14, 1996.
THE COMMITTEE
This solicitation is made by the Committee. The members of the
Committee are: Carl Shaifer, Joseph DeSaye, Max Scheuerer, Maureen and Lawrence
Feeney, William and Evelyn Goatley, P.L. Anderson, Jr., Harold E. Hamburg, David
F. Beckman, Mark and Barbara Raifman and Frank Harvey, all of whom are
stockholders of the Company.
SOLICITATION OF CONSENTS
The entire expense of preparing, assembling, printing, mailing
and/or faxing this information statement and the accompanying Consents and the
cost of soliciting the Consents described herein will be borne by the Committee.
The Committee estimates that its total expenditures relating to this
solicitation will be $15,000. To date, the Committee has incurred approximately
$___________ of such expenses. The Committee will seek reimbursement from the
Company for its expenses and will not request stockholder approval of such
reimbursement.
The Consents will be solicited by mail, fax, personal
solicitation, telephone or otherwise, by Carl Shaifer, other Committee members
and The JansKen Group, Inc., a Florida
<PAGE>
business consulting corporation retained by the Committee ("JansKen"). The
Committee has agreed to pay JansKen for its solicitation services a fee of
$1,000 plus expenses.
NOMINEES FOR THE COMPANY'S BOARD OF DIRECTORS
The Committee's nominees for director (the "Nominees") are
listed below. Each of the Nominees has consented to be listed in this
information statement and to serve as a director if elected.
The following information concerning age, principal occupation
and directorships has been furnished to the Company by the Nominees.
CARL SHAIFER, age 64, is Chairman of Foxfire Printing, a
division of MicroLeague Multimedia, Inc. ("MMI"), Philadelphia, Pennsylvania. He
has been a director of MMI since 1989. He was previously a data processing sales
representative with IBM from 1957 to 1960. He then joined the Winchell Company,
a Philadelphia-based creative printing company, where he served as President
from 1972 to 1985 and as Chairman from 1985 to 1994. Mr. Shaifer received his
A.B. with honors from Princeton University and his MBA in marketing from the
Wharton Graduate Division of the University of Pennsylvania. He has served as
President of the Wharton Graduate Alumni Society.
JOSEPH DESAYE, age 35, has been Vice President of Operations
and a director of Fashion Marketing Inc. ("FMI"), Carteret, New Jersey, since
1981. FMI is a sales, marketing and management company which serves
international ocean and air freight forwarders and provides management services
for affiliated warehousing, distribution and trucking companies. Mr. DeSaye
serves on the board of directors of certain affiliated companies: F.M.I.
Trucking Inc. (since 1987), a local import and domestic transportation company
serving Pennsylvania, New Jersey and Delaware; F.M.I. Express Corp. (since
1987), a line haul trucking company serving the Eastern Seaboard as well as the
Southern tier states to California; and FMI International Corp. (since 1996), a
warehousing and distribution company formed subsequent to the dissolution of a
jointly held affiliate, DSL Atlantic Inc.
MAX SCHEUERER. Since 1967, Mr. Scheuerer, age 54, has been the
president, principal shareholder and chief executive officer of Village Bakery
at Livingston, Inc., a retail bakery company in Livingston, New Jersey. Since
1970, he has been the president, principal shareholder and chief executive
officer of Suburban Essex Realty Company in Livingston, New Jersey. He has been
a licensed real estate broker in New Jersey since 1994.
STOCK OUTSTANDING
To the knowledge of the Committee, the Company has 22,004,365
shares of common stock outstanding, and each share is entitled to one vote. In
addition, to the knowledge of the Committee, the Company has outstanding 34
shares of Series C Preferred Stock, which is entitled to 40,000 votes per share,
for a total of 1,360,000 votes attributable to the preferred
2
<PAGE>
stock. The removal and replacement of the Company's Board of Directors sought
pursuant hereto will require execution and delivery of the Consent by
stockholders owning common and/or preferred stock with an aggregate of at least
11,002,183 votes.
REASONS FOR THE SOLICITATION
The Committee is seeking execution and delivery of the
Consents because it believes that the performance of the Company, as reflected
in its filings with the Securities and Exchange Commission, has been very poor
under the direction of the existing Board of Directors and that new management
is needed immediately. Further, the existing Board of Directors has failed to
hold any meetings of stockholders or any elections of directors since at least
1992. The Committee believes that its Nominees are qualified and capable
businessmen who will act in the best interests of the stockholders and that the
prospects for the Company's success will be much greater if the existing Board
is replaced by the Nominees.
THE COMMITTEE FOR MAXIMIZING
CHOICES STOCKHOLDER VALUE
3
<PAGE>
THIS CONSENT IS BEING SOLICITED ON BEHALF OF
THE COMMITTEE FOR MAXIMIZING CHOICES STOCKHOLDER VALUE
ACTION OF A MAJORITY IN VOTING INTEREST OF THE
SHAREHOLDERS OF CHOICES ENTERTAINMENT CORPORATION
BY WRITTEN CONSENT
The undersigned, comprising a majority in voting interest of
the shareholders of Choices Entertainment Corporation, a Delaware corporation
(the "Company"), hereby consent in writing, without a meeting, to the following
action pursuant to Section 228 of the Delaware General Corporation Law:
RESOLVED, that John A. Boylan, Ronald W.
Martignoni and Fred E. Portner are removed
from the Board of Directors of the Company
effective immediately.
FURTHER RESOLVED, that Carl Shaifer, Joseph DeSaye and Max
Scheuerer are hereby elected to the Board of Directors of the
Company to serve until the next annual meeting of shareholders
or until their respective successors are duly elected and
qualified.
<TABLE>
<CAPTION>
NO. OF
NAME SHARES DATE
<S> <C> <C>
- - - ------------------------- ---------- ---------------------
Print Name:______________
- - - ------------------------- ---------- ---------------------
Print Name:______________
- - - ------------------------- ---------- ---------------------
Print Name:______________
- - - ------------------------- ---------- ---------------------
Print Name:______________
- - - ------------------------- ---------- ---------------------
Print Name:______________
- - - ------------------------- ---------- ---------------------
Print Name:______________
- - - ------------------------- ---------- ---------------------
Print Name:______________
</TABLE>
EXHIBIT "A"
