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________________________________________________________________________________
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
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[x] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ASIA MEDIA COMMUNICATIONS, 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)(1) 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, Schedules or Registration Statement No.:
.........................................................................
(3) Filing party:
.........................................................................
(4) Date filed:
.........................................................................
________________________________________________________________________________
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ASIA MEDIA COMMUNICATIONS, LTD.
712 FIFTH AVENUE
SEVENTH FLOOR
NEW YORK, NY 10019
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
FEBRUARY 23, 1999
------------------------
To the Stockholders of
ASIA MEDIA COMMUNICATIONS, LTD.
NOTICE IS HEREBY GIVEN that a Special Meeting (the 'Meeting') of
Stockholders of ASIA MEDIA COMMUNICATIONS, LTD. (the 'Company'), a Nevada
corporation, will be held at the law offices of Bryan Cave LLP located at 245
Park Avenue, 27th Floor, New York, NY 10167 on February 23, 1999 at 9:00 A.M.
for the following purposes:
1. To consider and vote upon a proposed amendment to the Company's
Articles of Incorporation to effect a 100 for one reverse split of the
Company's outstanding common stock.
2. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The above matters are more fully described in the accompanying Proxy
Statement.
The Board of Directors has fixed the close of business on February 9, 1999
as the date for the determination of stockholders entitled to notice of, and to
vote at, the Meeting. A list of stockholders entitled to vote at the Meeting
will be open to examination by stockholders during ordinary business hours for a
period of ten (10) days prior to the Meeting at the executive offices of the
Company, 712 Fifth Avenue, Seventh Floor, New York, NY 10019.
By order of the Board of Directors,
STEVEN A. SAIDE, ESQ.
Secretary
New York, New York
[February 11], 1999
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE DATE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE
MEETING, YOU MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
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ASIA MEDIA COMMUNICATIONS, LTD.
712 FIFTH AVENUE
SEVENTH FLOOR
NEW YORK, NEW YORK 10019
------------------------
SPECIAL MEETING OF STOCKHOLDERS
------------------------
PROXY STATEMENT
APPROXIMATE DATE OF MAILING: [FEBRUARY 11], 1999
------------------------
The enclosed Proxy is solicited on behalf of the Board of Directors (the
'Board' or the 'Board of Directors') of Asia Media Communications, Ltd. (the
'Company') for use at the Special Meeting of Stockholders to be held at the time
and place set forth in the foregoing notice and at any adjournment thereof (the
'Meeting'). Only stockholders of record (the 'Stockholders') of the Company's
common stock, $.01 par value per share (the 'Common Stock'), at the close of
business on February 9, 1999 are entitled to notice of, and to vote at, the
Meeting. Proxies in the accompanying form, which are properly executed and duly
returned to the Company and not revoked prior to exercise, will be voted in
accordance with the instructions contained therein. If a Proxy is executed and
returned without instructions as to how it is to be voted, such Proxy will be
voted in favor of all proposals contained in this Proxy Statement. Each Proxy
granted pursuant to this solicitation is revocable and may be revoked at any
time prior to its exercise provided written notice of revocation is received by
the Secretary of the Company prior to the Meeting. A Stockholder who attends the
Meeting in person may, if he or she wishes, vote by ballot at the Meeting,
thereby canceling any Proxy previously given by such Stockholder.
The holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote at the Meeting, present in person or
represented by proxy, shall constitute a quorum at the Meeting. Any Stockholder
present in person or by proxy who abstains from voting on any particular matter
described herein will be counted for purposes of determining a quorum. For
purposes of voting on the matters described herein, the affirmative vote of the
majority of the voting power present in person or represented by proxy at the
Meeting and entitled to vote on the matter shall be determinative of such
matter. If a Stockholder abstains from voting or directs his or her proxy to
abstain from voting, the shares are considered present at the Meeting for such
matter but, since they are not affirmative votes for the matter, they will have
the same effect as votes against the matter. With respect to broker non-votes on
any such matter, the shares are not considered present at the Meeting for such
matter and they are, therefore, not counted in respect of such matter. Provided
that a quorum is otherwise present, such broker non-votes do have the practical
effect of reducing the number of affirmative votes required to achieve a
majority for such matter by reducing the total number of shares from which the
majority is calculated.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, or associate of any director or executive
officer or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, resulting from the proposed amendment to the
Company's Articles of Incorporation to effect a 100 for one reverse split (the
'Reverse Stock Split') of the issued and outstanding shares of Common Stock,
which is not shared by all other stockholders pro-rata, and in accordance with
their respective interests.
PRINCIPAL STOCKHOLDERS
The outstanding voting stock of the Company as of January 15, 1999
consisted of 5,535,586 shares of Common Stock, with each share entitled to one
vote. Beneficial ownership has been determined for purposes herein in accordance
with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), under which a person is deemed to be the beneficial owner of
securities if such
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person has or shares voting power or investment power in respect of such
securities or has the right to acquire beneficial ownership within 60 days. So
far as is known to the Company, the following were the only beneficial owners of
more than 5% of the outstanding Common Stock of the Company on such date:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- -------------------------------------------------------------------- ------------------ --------
<S> <C> <C>
Christopher F. Brown ............................................... 3,656,667(1) 74.6%
712 Fifth Avenue
Seventh Floor
New York, New York 10019
Ocean Strategic Holding Limited .................................... 608,239(2) 9.9%
11 Bath Street
St. Helier, Jersey
Channel Islands
Edward J. Tobin .................................................... 3,656,667(1) 74.6%
712 Fifth Avenue
Seventh Floor
New York, New York 10019
</TABLE>
- ------------
(1) These shares are held of record by D-Vine Investment Partners, a partnership
between Christopher F. Brown and Edward J. Tobin.
(2) Includes 608,239 shares issuable upon exercise of an outstanding warrant and
is subject to increase up to a maximum of 1,000,000 shares upon an increase
in the total number of issued and outstanding shares of Common Stock.
------------------------
D-Vine Investment Partners, the record holder of 74.6% of the total issued
and outstanding shares of Common Stock on the date hereof, has advised the
Company that it intends to attend the Special Meeting, in person or by proxy,
and to vote all of its shares in favor of the Amendment. In such event,
irrespective of whether any Stockholder attends the Special Meeting and
irrespective of how he or she votes, the Amendment will be approved.
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APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
TO EFFECT A 100 FOR ONE REVERSE SPLIT OF THE OUTSTANDING
SHARES OF COMMON STOCK
PROPOSED AMENDMENT
The Board has approved an amendment (the 'Amendment') to Article Fourth of
the Company's Articles of Incorporation, as amended (the 'Articles of
Incorporation'), to effect the Reverse Stock Split. If the Amendment is approved
by the Stockholders, a sentence would be added at the end of Article Fourth
thereof, so that, as amended, said Article shall read in its entirety as
follows:
'FOURTH: That the total number of shares of voting common stock
authorized that may be issued by the Corporation is ONE HUNDRED MILLION
(100,000,000) shares of stock with a par value of One Cent ($0.01) per
share and no other class of stock shall be authorized. Said shares of stock
with a par value of ONE CENT ($0.01) per share may be issued by the
Corporation from time to time for such consideration as may be fixed from
time to time by the Board of Directors. Each 100 shares of Common Stock
outstanding at 9:00 a.m. on [date of filing of Amendment] shall be deemed
to be one share of Common Stock of the Corporation, par value ONE CENT
($0.01) per share.'
As of January 15, 1999, there were 5,535,586 shares of Common Stock
outstanding. If the Amendment is approved and assuming no additional issuances,
there would be approximately 55,356 shares of Common Stock ('New Common Stock')
issued and outstanding upon the filing of the Amendment with the Secretary of
State of Nevada (the 'Effective Date').
REASONS FOR AMENDMENT
The Amendment has been recommended by the Board of Directors to make the
Company more attractive to potential sellers of businesses to be acquired by the
Company. The Company does not currently have any operations and its principal
activity has been to seek business opportunities. As the Company has no
substantial assets, the Board anticipates that it will have to issue shares of
common stock in order to acquire a business. If the Amendment is adopted, the
Board believes that the Company will have to issue fewer shares of New Common
Stock to the sellers of such business and therefore the total number of issued
and outstanding shares of New Common Stock after any such acquisition would be
reduced to a level more readily acceptable to such sellers. In addition,
although the Common Stock is admitted for trading on the OTC Electronic Bulletin
Board, there has been no active market for the Common Stock. The Board believes
that the decrease in the number of shares of Common Stock outstanding as a
consequence of the Reverse Stock Split may stimulate interest in the New Common
Stock and a market for such shares may develop, although there can be no
assurance that any such market will develop.
The Company does not have any pending acquisitions and there can be no
assurance that a suitable business opportunity will be effected even if the
Amendment is adopted.
PRINCIPAL EFFECTS OF THE REVERSE STOCK SPLIT
Assuming the Amendment is adopted, then upon filing of the Amendment with
the Secretary of State of Nevada:
1. The Reverse Stock Split will result in each 100 presently issued
and outstanding shares of Common Stock being automatically converted into
one share of New Common Stock. No further action on the part of any
stockholder will be necessary to effect this conversion. Stock certificates
representing the Common Stock will automatically be deemed to represent the
appropriate number of shares of New Common Stock.
2. As a result of the Reverse Stock Split, an active market may
develop for the New Common Stock on the OTC Electronic Bulletin Board and
the price per share may increase to reflect the reduced number of shares of
New Common Stock issued and outstanding. THERE CAN BE NO ASSURANCE THAT AN
ACTIVE PUBLIC TRADING MARKET MAY DEVELOP OR
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THAT THE PRICE PER SHARE MAY INCREASE OR THAT ANY SUCH MARKET OR INCREASE
WILL REMAIN FOLLOWING THE EFFECTIVENESS OF THE REVERSE STOCK SPLIT.
3. The Reverse Stock Split will not have any effect on the par value
of each share of Common Stock which will remain at $0.01 per share.
4. The New Common Stock issued pursuant to the Reverse Stock Split
will be fully paid and non-assessable. The voting rights and other rights
that accompany the Common Stock will not be altered by the Amendment. The
Reverse Stock Split will not affect any stockholder's proportionate equity
ownership of the Company. However, the reduction in the number of
outstanding shares caused by the Reverse Stock Split will increase
proportionately the Company's reported earnings or loss per share and book
value per share.
EXCHANGE OF STOCK CERTIFICATES
As soon as practicable after the Effective Date, stockholders of record on
the Effective Date will be furnished with the necessary materials and
instructions for the surrender and exchange of their certificates representing
shares of existing Common Stock. One share of New Common Stock will be issued in
exchange for 100 presently issued and outstanding shares of Common Stock.
Beginning on the Effective Date, each certificate representing shares of the
Common Stock, will be deemed for all corporate purposes to evidence ownership of
shares of New Common Stock. Accordingly, stockholders may, but need not,
surrender and exchange their certificates representing shares of existing Common
Stock.
STOCKHOLDERS SHOULD NOT SUBMIT ANY STOCK CERTIFICATES TO THE COMPANY OR THE
COMPANY'S TRANSFER AGENT UNTIL REQUESTED TO DO SO. No service charge will be
payable by stockholders in connection with the exchange of certificates, all
costs will be borne by the Company.
NO FRACTIONAL SHARES; NO REDUCTION TO ZERO
No fractional certificates will be issued in connection with the Reverse
Stock Split. On the Effective Date, stockholders who would be entitled to
receive fractional shares because they hold a number of shares not evenly
divisible by 100, will be entitled, in lieu thereof, to receive such number of
shares as rounded up to the nearest whole share. Any stockholder who holds less
than one hundred shares will be entitled to receive one share.
DISSENTERS' RIGHTS
Under the provisions of the applicable Nevada General Corporation Law,
stockholders are not provided with dissenters' rights or rights of appraisal in
connection with a reverse stock split of any class.
EFFECT ON WARRANTS AND OTHER OUTSTANDING SECURITIES
The Company has granted an option to its former wholly owned subsidiary,
AMC International Holdings, Ltd. ('AMC Holdings'), to acquire for nominal
consideration such number of shares of Common Stock as may be required to
exchange 25 preference shares (the 'Preference Shares') issued by AMC Holdings.
As a result of the Reverse Stock Split, the number of shares of the Company's
common stock issuable upon exercise of the option will be reduced from
12,500,000 to 125,000 shares of New Common Stock.
The Company currently has outstanding a warrant (the 'Warrant') to purchase
1,000,000 shares of Common Stock at a price of $.01 per share, provided that the
holder is not entitled to exercise any portion of the Warrant such that upon
giving effect to such exercise, the aggregate number of shares of common stock
beneficially owned by the holder and its affiliates would exceed 9.9% of the
outstanding shares of common stock following such exercise. The Warrant is
exercisable until April 1, 2001. Under
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the terms of the Warrant, neither the number of shares issuable upon exercise or
the exercise price will be effected by the Reverse Stock Split.
FEDERAL INCOME TAX CONSEQUENCES
A summary of the federal income tax consequences of the Reverse Stock Split
is set forth below. The following discussion is based upon present federal tax
laws and does not purport to be a complete discussion of the consequences of the
Reverse Stock Split. This discussion is for general information only and does
not discuss consequences which may apply to special classes of taxpayers (e.g.,
non-resident aliens, broker-dealers, or insurance companies). Accordingly,
stockholders are advised to consult their own tax advisors for more detailed
information regarding the effects of the Reverse Stock Split on their own
individual tax status.
The Reverse Stock Split will be treated as a tax-free recapitalization of
the Company and as a tax-free exchange to its stockholders to the extent that
shares of presently issued and outstanding Common Stock are exchanged for shares
of New Common Stock. The shares of New Common Stock issued to each stockholder
will have an aggregate basis for computing gain or loss equal to the aggregate
basis of shares of Common Stock held by such stockholder immediately prior to
the Reverse Stock Split.
A stockholder's holding period for shares of New Common Stock will include
the holding period for shares of Common Stock exchanged therefore, provided that
the shares of Common Stock were capital assets held by such stockholder.
The Board recommends a vote FOR approval of the proposed amendment to the
Articles of Incorporation.
OTHER BUSINESS
Management does not know of any other matters to be brought before the
Meeting except that set forth in the notice thereof. If other business is
properly presented for consideration at the Meeting, it is intended that the
proxies will be voted by the persons named therein in accordance with their
judgment on such matters.
SOLICITATION AND EXPENSES OF SOLICITATION
Officers and employees of the Company may solicit proxies. Proxies may be
solicited by personal interview, mail, telegraph and telephone. No compensation
will be paid by the Company to any person in connection with the solicitation of
proxies. Brokers, bankers and other nominees will be reimbursed for
out-of-pocket and other reasonable clerical expenses incurred in obtaining
instructions from beneficial owners of the Company's stock. The cost of
preparing this Proxy Statement and all other costs in connection with
solicitation of proxies for the Annual Meeting of Stockholders are being borne
by the Company.
Even if you plan to attend the Meeting in person, please sign, date and
return the enclosed proxy promptly. If you attend the Meeting, your proxy will
be voided at your request and you can vote in person. A postage-paid
return-addressed envelope is enclosed for your convenience.
Your cooperation in giving this matter your immediate attention and in
returning your proxies will be appreciated.
By order of the Board of Directors,
STEVEN A. SAIDE, ESQ.
Secretary
[February 11, 1999]
5
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APPENDIX 1 COMMON STOCK
PROXY
ASIA MEDIA COMMUNICATIONS, LTD.
712 FIFTH AVENUE, SEVENTH FLOOR, NEW YORK, NY 10019
PROXY/VOTING INSTRUCTION CARD
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ASIA MEDIA COMMUNICATIONS, LTD. FOR THE
SPECIAL MEETING OF STOCKHOLDERS ON FEBRUARY 23, 1999.
The undersigned appoints Christopher F. Brown and Edward J. Tobin, and each
of them, with full power of substitution in each, the proxies of the
undersigned, to represent the undersigned and vote all shares of Asia Media
Communications, Ltd. Common Stock which the undersigned may be entitled to vote
at the Special Meeting of Stockholders to be held on February 23, 1999, and at
any adjournment or postponement thereof, as indicated on the reverse side.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this proxy will
be voted FOR proposal 1.
(Continued, and to be signed and dated on the reverse side.)
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VOTES MUST BE INDICATED BY [x] IN BLACK OR BLUE INK
1. Amendment to the Articles of Incorporation to effect a 100 for one reverse
split of the Company's outstanding Common Stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To transact such other business as may properly come before the Meeting or
any adjournments thereof.
If you plan to attend the meeting please check here [ ] Change of address or
Comments mark here [ ]
PLEASE SIGN EXACTLY AS NAME APPEARS
HEREON.
When shares are held by joint tenants,
both should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation,
please sign in full corporate name by
an authorized officer. If a
partnership, please sign in
partnership name by an authorized
person.
Date: __________________________, 1999
______________________________________
Signature
______________________________________
Signature, if held jointly
(PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE.)
