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SCHEDULE 14C/A INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)
Check the appropriate box:
[_] Preliminary Information Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED
BY RULE 14c-5(d)(2))
[X] Definitive Information Statement
NORTH AMERICAN INTEGRATED MARKETING, INC.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
________________________________________________________________________
Notes:
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INFORMATION STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Information Statement is being furnished by North American Integrated
Marketing, Inc. (the "Company") to all common stockholders of NAIM in connection
with its Annual Meeting to be held August 7, 1997 at 3 Garret Mountain Plaza,
Suite 202A, West Paterson, New Jersey at 10:00 a.m. local time for the following
purposes:
1. To elect three directors, the first to serve until the Annual Meeting
of shareholders in 1998, the second to serve until the Annual Meeting of
shareholders in 1999 and the third to serve until the Annual Meeting of
shareholders in the year 2000 or, in the case of each director, until his
successor is duly elected and qualified; and
2. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
Only shareholders of record at the close of business on June 30, 1997 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
thereof. A complete list of shareholders entitled to vote at the Annual Meeting
will be available at the Annual Meeting.
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 is attached.
This Information Statement is being furnished rather than the Company's
proxy statement since the management of the Company controls over 50% of the
outstanding shares of common stock and, therefore, no proxies from other common
shareholders of the Company are required to achieve the above purposes of the
Company at the Annual Meeting.
_____________________
NO SHAREHOLDER APPROVAL OF THE MATTERS TO BE VOTED UPON AT THE ANNUAL
MEETING IS REQUIRED OR SOUGHT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
_____________________
THE DATE OF THIS INFORMATION STATEMENT IS JULY 11, 1997
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ELECTION OF DIRECTORS
The Board of Directors is elected at each Annual Meeting of shareholders
for staggered one year terms. Nicholas Robinson and Robert W. Paltrow are
incumbent directors and have been nominated and have agreed to serve as
directors. In addition, Robert E. Herman has been nominated and has agreed to
serve as a director. Mr. Paltrow has served as a director since 1989 and Mr.
Robinson has served as a director since 1994. Robert E. Herman will hold office
until the Annual Meeting of shareholders in 1998, Robert W. Paltrow will hold
office until the Annual Meeting of shareholders in 1999 and Nicholas Robinson
will hold office until the Annual Meeting of shareholders in 2000 and, in all
cases, until their successors are elected and qualified.
Robert E. Herman, 36, is President of North American Communications,
Inc., a direct mail production company affiliated with the Company. Mr. Herman
has been employed at North American Communications, Inc. since 1992 in various
departments and became its President in 1995.
Additional information regarding Nicholas Robinson and Robert W. Paltrow
and other executive officers and more than five percent shareholders is set
forth in the attached Annual Report on Form 10-K.
During the Company's fiscal year ended December 31, 1996, the Company's
Board of Directors took actions without a meeting of the Board through unanimous
written consents.
INDEPENDENT PUBLIC ACCOUNTANTS
Thompson & Dugan, PC has been appointed by the Board of Directors as the
independent public accountants for the Company for 1997.
No representative of Thompson & Dugan, PC will be at the Annual Meeting
so that no member of Thompson & Dugan, PC will have the opportunity to make a
statement nor be available to respond to appropriate questions from
shareholders.
SHAREHOLDERS' PROPOSALS
Proposals of shareholders intended to be presented at the 1998 annual
meeting of shareholders must be received at the Company's principal executive
offices on or before December 1, 1997 to be eligible for inclusion in the
Company's information or proxy statement and proxy, if applicable, relating to
that meeting.
INCORPORATION OF DOCUMENTS
The Company, for purposes of its filing with the U.S. Securities and
Exchange Commission, hereby incorporates by reference its Annual Report on Form
10-K for the fiscal year ended December 31, 1996. The shareholders of the
Company will receive the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 along with the Information Statement.
