SEC File Number: 33-30743 PRELIMINARY COPY
PIERCE INTERNATIONAL DISCOVERY, INC.
4505 South Wasatch Blvd., Suite 330
Salt Lake City, Utah 84124
INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
RULE 14C PROMULGATED THERETO
NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS
NO PROXIES ARE BEING SOLICITED AND
YOU ARE NOT REQUESTED TO SEND THE COMPANY A PROXY.
Purpose of Information
This Information Statement, which is being mailed on or about December
28, 1998, to the holders of shares of the Common Stock, par value $.0001 per
share (the "Common Stock"), of Pierce International Discovery, Inc., a Colorado
Corporation (the "Company"), is being furnished in connection with the calling
of a special meeting of the shareholders for the purpose of authorizing a
reverse split of the Company's common stock and a change of the Company's name.
Because shareholders holding a majority of the shares are in favor of the
following action, proxies are not being solicited in this matter.
DATE, TIME AND PLACE OF MEETING.
A special meeting of the shareholders of the Company will be held January
7, 1998 at 8:00 a.m. at the law office of Nathan W. Drage, which is located at
4505 South Wasatch Blvd., Suite 210, Salt Lake City, Utah 84124, and the phone
number at that address is (801)274-8600 .
NO DISSENTER'S RIGHTS OF APPRAISAL.
The Company's shareholders do not have dissenter's rights of appraisal in
connection with any of the matters to be voted on by the shareholders at the
special meeting.
Voting Securities and Principal Holders Thereof;
Interest of Certain Person in Matters to be Acted Upon
1. SHARE INFORMATION.
As of the record date, December 12, 1998, there were approximately
750,000,000 shares of stock that the shareholders will be entitled to vote on.
Each outstanding share of Common Stock is entitled to one vote.
The following table sets forth certain information with respect to
persons known to the Company to own beneficially more than five percent (5%) of
the Company's voting securities, as of the record date, and persons who have
served and/or are still serving as directors of the Company since the
beginning of the last fiscal year, and the directors and officers of the
Company as a group.
Amount and
Position Nature of Percent
Title of Name and Address of with Beneficial of
Class Beneficial Owner Company Ownership Class
Common Pierce International, Inc. n/a 670,000,000 90
Common Robert Kropf (1) Dir. & Pres. 0 0
Salt Lake City, Utah 841
Management as a group (one) 0 0
2. CHANGES IN CONTROL.
The Company is currently seeking business opportunities to acquire or
merge with. The Company has investigated several opportunities, but has not
entered into a definitive agreement to date. The Board of directors of the
Company has already authorized the issuance of ten million post split shares
of the Company's common stock to the Company's president Robert Kropf, which
authorization results in him being the majority shareholder of the Company.
Changes in the composition of the Board of Directors, as well as changes
in controlling ownership of the Company's voting stock, could be possible in
the near future as the Company seeks business venture acquisitions or mergers.
MATTERS TO BE VOTED ON
1. REVERSE SPLIT. As of the Record Date, the Company's stock is showing
$.001 bid and $.005 offer price. Based upon current market conditions and
NASDAQ listing requirements, and minimal brokerage firm interest in low priced
securities, management has determined that it is in the Company's best interest
to effectuate a reverse split, which is to be authorized by the shareholders.
The Board is seeking authority to effectuate a 1300 to 1 reverse split.
Fractional shares will be rounded up to the nearest full share. As
existing stock certificates are sent in for transfer they will be replaced
with new certificates reflecting the reverse split.
2. CHANGE IN THE NAME OF THE COMPANY.
The shareholders will vote to give the Board of Directors authority to
change the name of the Company to a name to be selected at a later date.
VOTE REQUIRED FOR APPROVAL
Approval of the proposed above action requires a majority vote of the
shareholders of shares as of the Record Date. Because shareholders holding a
majority of the shares are in favor of the proposed actions, proxies are not
being solicited in this matter.
