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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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
MBf USA, INC.
(Name of Registrant as Specified In Its Charter
and Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
[ 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.
(1) Amount Previously Paid: N/A
(2) Form Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
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MBf USA, INC.
500 PARK BOULEVARD
ITASCA, ILLINOIS 60143
AMENDED NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
POSTPONING ANNUAL MEETING TO DECEMBER 18, 1995
To the Shareholders of MBf USA, INC.:
Notice is hereby given that the annual meeting of shareholders (the
"Meeting" or the "Annual Meeting") of MBf USA, INC., an Oklahoma corporation
(the "Company"), formerly scheduled to be convened on December 11, 1995, will
now be convened at the Wyndham Hotel, 400 Park Boulevard, Itasca, Illinois
60143, on December 18, 1995, at 8:30 a.m. Central Standard Time (the "Meeting
Date"). All holders of Common Stock, par value $.01 per share, and Series A
Convertible Common Stock, par value $.01 per share of the Company (the
"Shareholders") are entitled to attend the Meeting. The Company is soliciting
proxies, pursuant to the Proxy Statement dated November 22, 1995 which was
previously mailed to Shareholders on or about November 27, 1995, as amended in
the amendment which accompanies this Amended Notice, for use at the Annual
Meeting on the Meeting Date. The Company expects that a quorum will be present
on the Meeting Date and that the proposals to be considered by the Shareholders
will be:
(1) To elect six (6) Class A Directors and two (2) Class B Directors to
hold office until the next annual meeting of Shareholders or until
their respective successors are elected and qualified;
(2) To concur in the selection of Arthur Andersen LLP as the Company's
independent public accountants for the year 1995; and
(3) To consider and vote on a proposal to reincorporate the Company as a
Maryland corporation by merger of the Company into a newly formed,
wholly-owned subsidiary of the Company incorporated in Maryland; and
(4) To transact any other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
Only Shareholders of record at the close of business on October 30,
1995, are entitled to receive notice of the Meeting and to vote at the Meeting
or any adjournment or postponement thereof (the "Eligible Holders"). A list of
Eligible Holders will be available for inspection at the Company's office for
at least 10 days prior to the Meeting.
All Shareholders are cordially invited to attend the Annual Meeting.
Those who cannot attend are urged to sign, date and otherwise complete the
proxy previously mailed to Shareholders and return it promptly in the envelope
previously provided. Any Shareholder giving a proxy has the right to revoke it
at any time before it is voted.
By order of the Board of Directors:
Stephen Tan
Secretary
Itasca, Illinois
November 27, 1995
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Amendment to Proxy Statement dated November 22, 1995
for
Annual Meeting of Shareholders of MBf USA, Inc. to be held December 18, 1995
This amendment to the proxy statement (the "Amendment to Proxy
Statement") is furnished to all holders of record as of the close of business
on October 30, 1995 of Common Stock, par value $.01 per share (the "Common
Stock"), and Series A Convertible Common Stock, par value $.01 per share (the
"Series A Common Stock") (the "Shareholders") of MBf USA, Inc., an Oklahoma
corporation (the "Company"), in connection with the solicitation of proxies by
and on behalf of the Company's Board of Directors (the "Directors" or the
"Board") to be voted at the annual meeting of Shareholders (the "Meeting" or
the "Annual Meeting") or any adjournment or postponement thereof. The Annual
Meeting will now be convened on December 18, 1995, at approximately 8:30 a.m.
Central Standard Time (the "Meeting Date"). This Amendment to Proxy Statement
is first being mailed or otherwise delivered to Shareholders on or about
November 28, 1995.
Paragraphs 1, 4 and 6 of Section 3 appearing at page 7 of the Proxy Statement
are hereby amended and restated to read as follows:
3. REINCORPORATION IN MARYLAND
PARAGRAPH 1:
The Board has unanimously approved the Reincorporation pursuant to
which the Company's state of incorporation will be changed from Oklahoma to
Maryland. Prior to the Reincorporation, the Company intends to effect a reverse
stock split to be effective as of December 15, 1995 (the "Reverse Split") such
that all Shareholders of Common Stock and Series A Common Stock will receive
one share for each ten shares held and there being no rights to purchase Series
A Common Stock outstanding, all rights to purchase Common Stock shall be
adjusted to reflect said Reverse Split, which management believes will result
in an increase in the per share market price in the Company's Common Stock.
Management does not expect the per share price to increase commensurately with
the stock split. If the price per share does increase, it will assist in
maintaining the inclusion of the Company's Common Stock for quotation in the
Nasdaq SmallCap Market System. The Reverse Split does not require approval by
the Company's Shareholders. The merger documents provide that if and to the
extent the Reverse Split shall, for any reason, be deemed not to have been
effective with respect to any shares or rights to purchase shares, the
Reincorporation shall have the effect of a one for ten stock split such that
upon completion of the Reverse Split and/or the Reincorporation, Shareholders
of the Company thus will hold one share of stock of MBf USA, Inc., a
wholly-owned Maryland subsidiary (the "Maryland Sub") for every ten shares of
stock of the Company and/or the rights to purchase shares will be adjusted,
such that each holder thereof shall have the right to purchase one share of
Common Stock of the Maryland Sub in exchange for the right to purchase ten
shares of Common Stock of the Company. See "Certain Relationships and Related
Transactions."
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PARAGRAPH 4:
Following the Reverse Split and the Reincorporation, previously
outstanding Company stock certificates will constitute "good delivery" in
connection with sales through a broker, or otherwise, of Maryland Sub Common
Stock. Shares of the Maryland Sub Common Stock will be quoted in the Nasdaq
SmallCap Market System under the symbol "MBFAC." Upon completion of the
Reverse Split and the Reincorporation, the number of authorized shares of the
Maryland Sub will consist of 4,000,000 shares of Common Stock, $0.01 par value
per share (the "Common Stock") and 1,252,537.4 shares of Series A Convertible
Common Stock, $0.01 par value per share (the "Series A Common Stock").
PARAGRAPH 6:
The Board has concluded that the benefit from the corporate governance
provisions of the Maryland Statutes of the Reincorporation and the effect the
Reverse Split should have in allowing the Company's Common Stock to continue to
be quoted in the Nasdaq Small Cap Market System, make the Reincorporation
advantageous to Shareholders.
There are no changes to the remainder of the Proxy Statement.
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