UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT TO
INFORMATION STATEMENT
Pursuant to Section 14(f) of the Securities Exchange Act of 1934
and Rule 14f-1 thereunder
GRACE DEVELOPMENT, INC.
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of incorporation or organization)
0-25582
(Commission File Number)
84-1110469
(I.R.S. Employer Identification No.)
2685 South Dayton Way, Unit 42, Denver, CO 80231 (Address of
principal executive offices,
including zip code)
(303) 337-5700
(Registrant's telephone number,
including area code)
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GRACE DEVELOPMENT, INC.
AMENDMENT TO
INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS
IS REQURED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Introduction
This Amendment (the "Amendment") to the Information Statement dated
September 7, 1999 (the "Information Statement"), as amended on September 24,
1999 (the "First Amendment") is being mailed on or about October 7, 1999 to the
holders of record at the close of business on August 27, 1999 of the common
stock, no par value per share (the "Common Stock"), of Grace Development, Inc.,
a Colorado corporation (the "Company"), in connection with (i) the merger (the
"Merger") of a wholly-owned subsidiary of the Company with and into New
Millennium Multimedia, Inc., a Georgia corporation ("NM"), pursuant to which the
shareholders of New Millennium will receive an aggregate of 53,029,371 shares of
the Company's Common Stock, representing approximately 87% of the Common Stock
to be outstanding immediately following the consummation of the Merger, and (ii)
the election of certain persons to the Board of Directors of the Company other
than at a meeting of the Company's shareholders, with such persons constituting
a majority of the members thereof. No action is required by the shareholders of
the Company in connection with the election of such persons. Nevertheless, you
are urged to read this Information Statement carefully.
The Board of Directors of the Company has approved the Merger. No action
is required by the shareholders of the Company in connection with the Merger.
This Amendment is being distributed pursuant to the requirements of
Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Rule 14f-1 thereunder. It amends certain information provided to
shareholders of the Company with respect to the ownership of the Company's
Common Stock following the Merger. A copy of the Information Statement
accompanies this Amendment, and the Amendment should be read and considered in
conjunction with the Information Statement.
Set forth below is information with respect to the beneficial ownership of
the Company's Common Stock following the Merger. The principal change in the
information provided herein from the information provided in the Information
Statement relates to (a) the ownership of certain warrants by certain NM
Designees (as defined in the Information Statement) and (b) the exercise of
certain other warrants to purchase shares of NM Common Stock (as defined in the
Information Statement). With respect to the warrants held by certain NM
Designees, the terms of the offering pursuant to which such warrants were
acquired provide that, as, if and when the
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Merger is consummated, NM will use its best efforts to cause the Company to
issue such warrants, exercisable in shares of the Company's Common Stock.
Inasmuch as NM will be designating five members of a proposed six-person Company
Board of Directors following the Merger, it is expected that he Company will
issue such warrants. The Information Statement initially filed and disseminated
pursuant to Rule 14f-1 under the Exchange Act incorrectly assumed that such
warrants would be exercisable for share of NM common Stock, rather than the
Company's Common Stock. Accordingly, the number of shares and percentage
ownership of Common Stock following the Merger for the affected NM Designees was
overstated in the Information Statement. The principal change reflected in the
information provided herein from that set forth in the First Amendment is with
respect to the number of shares of the Company's Common Stock that will be
outstanding following the Merger. The First Amendment incorrectly omitted
certain shares of the Company's Common Stock and, accordingly, the percentage
ownership interests of the persons listed in the table below were incorrectly
stated. The information contained in this Amendment should be read in
conjunction with the Information Statement and the First Amendment. The table
below sets forth the corrected information.
Security Ownership of Certain Beneficial
Owners and Management Following the Merger
The following table sets forth information concerning ownership of Common
Stock following the Merger by (i) each person who the Company believes will be
the beneficial owner of more than 5% of Common Stock, (ii) the NM Designees and
the director of the Company, (iii) the proposed executive officer of the Company
and (iv) all executive officers and directors of the Company as a group. Except
as indicated in the footnotes hereto, the listed shareholders hold sole voting
and investment power over their respective shares:
Number of Shares
Name and Address of Common Stock
of Beneficial Owner to be Owned after the Merger Percent of Class*
- ------------------- ---------------------------- ----------------
Jacob Barrocas 0 0
2685 South Dayton Way
Unit #42
Denver, Colorado 80230
Sean T. Duffy(1) 1,326,026 1.80%
Louis Friedman(1)(2) 670,678 *
Richard L. Granville(1) 14,122,176 19.13%
Ronald L. McCallum(1) 1,326,026 1.80%
Lee Silverstein(1)(3) 2,285,897 3.10%
Peter Tierney(1)(4) 261,936 *
All proposed executive
officers and Directors as
a Group (7 in number) 19,992,739 27.07%
2
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M. Allen Weed(5) 11,138,618 15.09%
7395 Glenmora Way
Swanee, Georgia 30024
Signal Compression, Inc.(6) 4,995,000 6.77%
3507 North Central Avenue
Suite 406
Phoenix, Arizona 85012
- ----------
* Calculated assuming that 73,823,291 shares of Common Stock will be
outstanding following the consummation of the Merger, which assumes
the conversion of all 799,824 shares of NM Common Stock outstanding
as of August 27, 1999, plus conversion of warrants for 49,000 shares
of NM Common Stock that NM has been informed will be exercised prior
to consummation of the Merger and the issuance of an aggregate of
150,000 shares of NM Common Stock to certain private investors. For
purposes hereof, a person is deemed to be the beneficial owner of
securities that can be acquired by such person within 60 days from
the date of determination, upon the exercise of warrants or options
or conversion of convertible securities. Each beneficial owner's
percentage ownership is determined by assuming that any warrants,
options or convertible securities that are held by such person (but
not those held by any other person) and which are exercisable or
convertible within 60 days from August 27, 1999, have been exercised
or converted. An asterisk(*) beside a shareholder's name in this
column indicates that such holdings constitute less than 1% of the
outstanding shares of Common Stock following the Merger.
(1) The address for these individuals is c/o New Millennium Multimedia,
Inc., 1690 Chantilly Drive, Atlanta, Georgia 30324
(2) Includes 1,000 shares of Common Stock held jointly with spouse and
assumes the issuance and exercise of warrants to purchase 6,665
shares of Common Stock.
(3) Includes 8,992 shares of Common Stock beneficially owned by Dr.
Silverstein or his minor child and assumes the issuance and exercise
of warrants to purchase 22,661 shares of Common Stock.
(4) Includes 128,000 shares of Common Stock beneficially owned by Mr.
Tierney and the issuance and exercise of warrants to purchase 1,333
shares of Common Stock.
(5) Mr. Weed currently serves as a director of NM and is employed by NM
as a consultant. Following the Merger, Mr. Weed will resign as a
director of NM, but will remain as a consultant to NM and the
Company.
(6) Pursuant to the terms of the Merger Agreement, shares of Common
Stock held by Signal Compression, Inc. ("Signal") will be pledged to
secure the indemnity
3
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obligations of the Company to NM and the shareholders of NM under
the Merger Agreement.
By Order of the Board of Directors.
/s/ Ronald McCallum
Chief Financial Officer & Secretary
Atlanta, Georgia
October 7, 1999
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