SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934
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
Wincanton Corporation
(Name of Registrant as Specified in 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- I 1.
(1) Title of each class of securities to which transaction applies:
Common Stock
(2) Aggregate number of securities to which transaction applies:
All
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-1 I (set forth the amount on which the filing
fee is calculated and state how it was determined):
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
(5) Total fee paid:
Not Applicable
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0- I l(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:
Not Applicable
(2) Form schedule or registration statement no.:
Not Applicable
(3) Filing party:
Not Applicable
(4) Date f3led:
Not Applicable
NOTE: VVMRE ANY ITEM, OTHER THAN ITEM 4, CALLS FOR INFORMATION WITH
RESPECT TO ANY MATTER TO BE ACTED UPON AT THE MEETING OR, EF NO
MEETING IS BEING HELD, BY WRITTEN AUTHORIZATION OR CONSENT, SUCH
ITEM NEED BE ANSWERED ONLY WITH RESPECT TO PROPOSALS TO BE MADE BY
REGISTRANT. REGISTRANTS AND ACQUIREES THAT MEET TBE DEFINITION
OF "'SMALL BUSINESS ISSUER" UNDER RULE 12b-2 OF THE EXCHANGE ACT SHALL
REFER TO THE DISCLOSURE ITEMS IN REGULATION S-B AND NOT REGULATION SK.
IF THERE IS NO COMPARABLE DISCLOSURE ITEM IN REGULATION S-B, SMALL
BUSINESS ISSUERS NEED NOT PROVIDE THE INFORMATION REQUESTED. SMALL
BUSINESS ISSUERS SHALL PROVIDE THE FINANCIAL INFORMATION N ITEM 310 OF
REGULATION S-B IN LIEU OF ANY FINANCIAL STATEMENTS REQUIRED BY ITEM I OF
RULE 14c.101,
INFORMATION STATEMENT
WRNCANTON CORPOPATION
3653 Hemlock Court
Reno, NV 89509
November 12, 1999
Dear Stockholder:
This is to inform you that Wincanton Corporation (the "Company") is taking
actions to reorganize the Company as more fully described in this information
statement.
By resolutions dated November 12, 1999, a reorganization plan, described
below, (the "Plan") was adopted by written consent of the holders of a
majority of the outstanding shares of the Company's common stock.
The Plan will become effective December 8, 1999, (the "Effective Date").
In October 1999, the Board of Directors of the Company adopted the Plan,
Pursuant to: (i) the provisions of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), (ii) the listing requirements of NASDAQ
National Market, (iii) any applicable provisions of Washington law, and (iv)
the Company's Articles of Incorporation, the holders of a majority of the
outstanding shares of common stock are permitted to approve the Plan by
written consent in lieu of a meeting, provided that prompt notice of such
action is given to the other stockholders, Pursuant to the rules and
regulations promulgated by the Securities and Exchange Commission under the
Exchange Act, an information statement must be sent to the Company's
stockholders at least twenty (20) days prior to the Effective Date.
This notice, which was sent to all stockholders of record on November 17,
1999, is intended to serve as such notice under Washington law and as the
information statement required by the Exchange Act.
Please note that you are not being asked to send a proxy and you are
requested not to send one.
This notice is not a notice of a meeting of stockholders.
Sincerely,
Henri R. Hornby
Henri R. Hornby
Chairman of the Board
REORGANIZATION PLAN
The Company has taken the following actions in connection with its
reorganization:
I. The name of the Company has been changed from "Wincanton Corporation"
to "Parks America! Inc."
2. The current shares of common stock issued and outstanding 11,232,948
have been reversed 100:1, except that no shareholder will hold less
than 100 shares as a result of this action,
3. The Articles of Incorporation have been amended to approve a
reissuance of 15,000,000 shares, and to authorize a total of
30,000,000 shares.
4. The Company has acquired a 100 percent interest in Northwest Parks
LLC, an Idaho limited liability company. As consideration for this
acquisition, the Company has exchanged 12,000,000 of the newly
issued shares to the interest holders of Northwest Parks LLC,
APPROVAL OF THE PLAN
GENERAL
The Board of Directors and the holders of a majority of the outstanding
shares of common stock of the Company have adopted the Plan. The Plan was
adopted to help the Company develop new business in a growing market, attract
new capital investment, and put into place a management team which
will operate the new business.
NAME CHANGE PURSUANT TO THE PLAN
Pursuant to the Plan, on November 12, 1999, the Company has changed its name
to Parks America! Inc. The purpose of the name change is to better identify
in the minds of the public the nature of the business to be pursued, namely,
acquisition and construction of theme parks and amusement attraction venues
in the middle markets of America.
REVERSE SPLIT OF SHARES
Existing shareholders will receive a reverse split of one share of new common
stock in Parks America! Inc. for each 100 shares of Wincanton Corporation
common stock, except that no shareholder will be issued less than 100 shares
of Parks America! Inc. stock. Current Wincanton Corporation shareholders,
after the reverse, will hold a total of 142,071 shares of Parks America! Inc.
common stock,
EFFECTIVE DATE
The Plan was approved by the board and a majority of the shareholders on
November 12, 1999, and becomes effective on December 8, 1999.
DURATION OF THE PLAN
The Plan is permanent and non-reversible.
BOARD OF DIREECTORS
After the reorganization, the Parks America! Inc, shareholders will elect a
three person Board of Directors, who will appoint executive officers to
manage the business. The election will take place at a time and location
determined by the principal stockholders,
AMENDMENT SUSPENSION OR TERMINATION OF PLAN
The Board of Directors may at any time amend, suspend or terminate the Plan.
However, no such action by the Board of Directors may be taken without the
approval of the stockholders of the Company.
MISCELLANEOUS
(a) The invalidity or illegality of any provision of the Plan shall not
affect the validity or legality of any other provision of the Plan.
(b) The Plan and all related matters shall be governed by, and construed
and enforced in accordance with, the laws of the state of Washington from
time to time obtaining.
OTHER MATTERS
The Company will pay the cost of distributing this Information Statement,
including the cost of assembling and mailing it to all stockholders. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending this
Information Statement to the beneficial owners of the Company's common stock.
BY ORDER OF THE BOARD OF DIRECTORS
Neil Hornby
Neil Hornby
Secretary
Reno, Nevada
November 12, 1999
