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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 ss.240.14a-11(c) or ss.240.14a-12
PIONEER COMMERCIAL FUNDING CORP.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the approriate box):
[X] No fee required.
[ ] 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:
4) Proposed maximum aggregate value of transaction (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset 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 date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Number:
3) Filing Party:
4) Date Filed:
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[LOGO]
December 16, 1996
TO OUR SHAREHOLDERS:
You are cordially invited to attend a Special Meeting of Shareholders which
will be held on January 15, 1997 at 10:00 A.M., local time, at the offices of
Hall Dickler Kent Friedman & Wood, LLP, 909 Third Avenue, New York, New York
10022, on the 27th Floor.
At this meeting, you will be asked to consider and vote upon proposals to
(a) amend the Company's Certificate of Incorporation to increase the authorized
capital of the Company from 5,000,000 shares of common stock, par value $.01 per
share ('Common Stock'), to 25,000,000 shares, of which 20,000,000 shall be
Common Stock, and 5,000,000 shall be preferred stock, par value $.01 per share,
which may be authorized for issuance by the Board and issued without further
action by the shareholders in classes or series possessing such designations,
powers, preferences and relative, participating, optional or other special
rights within each class or series, and further possessing such qualifications,
limitations and restrictions as the Board may determine, subject to any
limitations imposed thereon by the Certificate of Incorporation and the New York
Business Corporation Law (the 'Preferred Stock').
The accompanying Notice of Special Meeting and Proxy Statement set forth in
detail the business intended to be transacted. Time will be made available for a
discussion of these items as well as for other questions about the business
affairs of the Company.
If you are unable to join us at the meeting it is very important that you
be represented by proxy. Therefore, please take a moment to sign, date, and
return your proxy in the enclosed envelope. If you do not have a proxy, please
call your broker or the Company, and ask that a proxy be mailed to you. Your
cooperation in mailing your proxy promptly will not only be greatly appreciated;
it will also result in a significant benefit to the Company.
Sincerely yours,
ARTHUR H. GOLDBERG
Chairman and Chief Executive Officer
<PAGE>
PIONEER COMMERCIAL FUNDING CORP.
6660 RESEDA BOULEVARD
RESEDA, CALIFORNIA 91335
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 15, 1997
---------------
TO THE HOLDERS OF COMMON STOCK OF
PIONEER COMMERCIAL FUNDING CORP.
A Special Meeting of the holders of the Common Stock of Pioneer Commercial
Funding Corp. (the 'Company') will be held at the offices of Hall Dickler Kent
Friedman & Wood, LLP, 909 Third Avenue, New York, New York 10022, on the 27th
Floor, on January 15, 1997 at 10:00 A.M., local time, for the following
purposes:
1. To consider and vote upon a proposal to amend the Company's
Certificate of Incorporation to increase the authorized capital of the
Company from 5,000,000 shares of Common Stock, to 25,000,000 shares, of
which 20,000,000 shall be Common Stock, and 5,000,000 shall be Preferred
Stock;
2. To transact such other business as may properly come before the
meeting.
Only holders of record of the Company's Common Stock at the close of
business on November 27, 1996, are entitled to notice of or to vote at this
meeting and any adjournment or adjournments thereof. Shareholders are entitled
to vote upon all business as may properly be presented for consideration at the
meeting.
By Order of the Board of Directors
/s/ GLENDA S. KLEIN,
GLENDA S. KLEIN,
Secretary
Reseda, California
December 16, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE. THIS IS IMPORTANT FOR
THE PURPOSE OF ENSURING A QUORUM AT THE MEETING.
<PAGE>
PROXY STATEMENT
PIONEER COMMERCIAL FUNDING CORP.
6660 RESEDA BOULEVARD
RESEDA, CALIFORNIA 91335
------------------------
SPECIAL MEETING OF SHAREHOLDERS
------------------------
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of Pioneer
Commercial Funding Corp. (the 'Company') for use at a Special Meeting of
Shareholders to be held January 15, 1997, and at any adjournment or adjournments
thereof (the 'Meeting'). A proxy may be revoked by notice in writing to the
President at any time prior to the exercise thereof. Each valid proxy received
in time will be voted at the Meeting, and, if a choice is specified on the
proxy, it will be voted in accordance with such specifications. If no such
specification is made, the persons named in the accompanying proxy have advised
the Company of their intention to vote the shares represented by the proxies
received by them (i) in favor of the proposal to amend the Company's Certificate
of Incorporation to increase the authorized capital of the Company from
5,000,000 shares of Common Stock, to 25,000,000 shares, of which 20,000,000
shall be Common Stock, and 5,000,000 shall be Preferred Stock; and (ii) in
accordance with their best judgment on any other matters that may come before
the meeting.
The cost of solicitation of proxies, including the reimbursement to banks
and brokers for reasonable expenses in sending proxy material to their
principals, will be borne by the Company. The Company's transfer agent, American
Stock Transfer & Trust Company, is assisting the Company in the solicitation of
proxies from brokers, banks, institutions and other fiduciaries by mail, and
will charge the Company its customary fee therefor plus out-of-pocket expenses
which, in the aggregate, are estimated to be less than $2,000. In addition,
proxies may be solicited by officers of the Company by mail, in person or by
telephone, telegraph or telex. It is anticipated that on or about December 16,
1996 this proxy statement and the enclosed form of proxy will be mailed to
shareholders.
The outstanding voting securities of the Company on November 27, 1996 (the
'Record Date') consisted of 1,442,272 shares of Common Stock. Only shareholders
of record at the close of business on the Record Date are entitled to notice of
or to vote at the Meeting.
Each share of Common Stock is entitled to one vote with respect to each
proposal which shall properly come before the Meeting for consideration by the
shareholders. The holders of a majority of the outstanding shares entitled to
vote must be present at the Meeting in person or by proxy to constitute a
quorum.
PROPOSAL NO. 1:
AMENDMENT OF CERTIFICATE OF INCORPORATION
TO CHANGE AND INCREASE AUTHORIZED CAPITAL
In accordance with the Company's Certificate of Incorporation, it is
authorized to issue a maximum of 5,000,000 shares of Common Stock.
As of the Record Date, 1,442,272 shares of Common Stock are issued and
outstanding, and an aggregate of 1,207,939 shares of Common Stock have been
reserved for issuance under the Company's Incentive Stock Option Plan and with
respect to various options and warrants which were heretofore issued by the
Company. Accordingly, as of the Record Date, the Company may not issue more than
an additional 2,349,789 shares of Common Stock in the absence of authorization
from the shareholders to amend the Company's certificate of incorporation to
provide for an increase in the aggregate number of authorized shares of Common
Stock which the Company may issue.
When the Company successfully completed its initial public offering in
August 1996 (the 'IPO'), it had been management's belief that the $1.9 million
which was thereby added to the Company's asset base and shareholders' equity
would enable it to increase its lines of revolving credit by an amount which
would thereby enable the Company to conduct its operations on a profitable
basis. In an effort to obtain such additional financing, the Company has engaged
in discussions with approximately 20 financial institutions between the end
<PAGE>
of August 1996 and the date of this proxy statement, but it has not yet been
able to obtain a commitment from any of such institutions to provide the
additional financing which the Company will need in order to be able to operate
its mortgage warehouse lending business profitably. Based upon the foregoing
experience, management has concluded that it must raise additional capital in
order to explore other opportunities to enhance shareholder values.
To that end, the Company has entered into a letter of intent with an
underwriter (the 'Underwriter'), pursuant to which the Underwriter has agreed to
underwrite, on a firm commitment basis, a $7,500,000 public offering of
securities by the Company (the 'Offering'). Such securities shall consist of
units (the 'Units'), each of which will consist of one share of Common Stock and
one five year warrant entitling the holder thereof to purchase one share of
Common Stock at an exercise price equal to the market value of the Common Stock
on the day immediately preceding the effective date of the Offering (the
'Warrant').(1) The Company intends to use the net proceeds of the Offering to
increase the volume of mortgage warehouse loan transactions that it will be able
to undertake directly, and through increased credit lines from institutional
financing sources which it believes it will be able to attract by reason of the
enhancements in its asset base and net worth which will result from the
successful completion of such Offering, and to provide capital to TransAtlantic
Lending Corporation ('TransAtlantic'), a soon-to-be 50% owned subsidiary based
in Florida which originates automobile financing contracts which it acquires
primarily from franchised and independent car dealers for 'non-prime' borrowers,
i.e., consumers who are typically unable to obtain financing from traditional
sources.(2)
Based upon the closing price of the Common Stock on the Record Date ($1.84
per share), and assuming solely for the purpose of this analysis that the
Company would not receive any proceeds from the sale of the Warrant components
of the Units, the Company would be obligated to issue an additional 4,076,087
shares of Common Stock, and it would have to reserve an additional 4,076,087
shares of Common Stock which would be issuable upon exercise of the Warrants.
Thus, in order to undertake the Offering based upon the foregoing pricing
analysis, the Company would have to issue an additional 8,152,174 shares of
Common Stock, i.e., 5,802,385 shares in excess of the number of shares of Common
Stock which the Company can presently issue in accordance with the provisions of
its Certificate of Incorporation.
In order to enable the Company to undertake the Offering, and to give the
Company's management the capability to engage in the kinds of shareholder value
enhancement transactions which can be accomplished through the issuance of
Common Stock and Preferred Stock, as opposed to the payment of cash, e.g., the
acquisition of business entities, the Company is seeking permission from its
Shareholders to increase and expand the pool of authorized but unissued shares
of capital stock which may be drawn upon.
In order to provide for the above-mentioned immediate and longer term stock
issuance needs of the Company at a time when the Company's management believes
that prudence favors the appropriateness of doing so, and without incurring any
additional costs in connection therewith, the Board of Directors is recommending
that the shareholders vote in favor of passage of the following resolution:
'RESOLVED, that Article FOURTH of the Corporation's Certificate
of Incorporation, as heretofore amended, shall be further amended to
increase the authorized capital of the Company, in the manner set
forth in the proposed form of Article FOURTH annexed hereto as
Appendix A, from 5,000,000 shares of common stock, par value $.01 per
share ('Common Stock'), to 25,000,000 shares, of which 20,000,000
shall be Common Stock, and 5,000,000 shall be preferred shares, par
value $.01 per share, which may be authorized for issuance by the
Board and issued without further action by the shareholders in classes
or series possessing such designations, powers, preferences and
relative, participating, optional or other special rights within each
class or series, and further possessing such qualifications,
limitations and restrictions as the Board may determine, subject to
any limitations imposed thereon by the Certificate of Incorporation
and the New York Business Corporation Law.'
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(1) The offering prices of the Units, the Common Stock and the Warrants will be
determined by reference to the market value of the Common Stock at the time
of commencement of the Offering.
(2) As of the date of this proxy statement, the Company and TransAtlantic have
entered into an agreement in principle providing for the Company's
acquisition of 50% of TransAtlantic's outstanding common stock.
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RESTRICTIONS IMPOSED BY PRIOR UNDERWRITING AGREEMENT
The underwriting agreement that the Company executed in August 1996 with
National Securities Corporation ('National') in connection with the Company's
initial public offering of securities (the 'IPO Underwriting Agreement')
contains provisions which require the Company to obtain National's written
consent during the one year period ending on August 12, 1997 before the Company
may issue any securities, other than the shares underlying options and warrants
issued prior to or in connection with the IPO, or securities issuable under the
Company's incentive stock option plan. Although National has not yet delivered
written consent to the Company regarding the proposed issuances of securities to
be made in connection with the Offering, management has received assurances from
National's Chairman and Chief Executive Officer that National believes the
Offering would be in the Company's best interests. Furthermore, Mark Roth, Esq.,
National's General Counsel, who was appointed to the Company's Board of
Directors as National's designee pursuant to rights granted to National under
the IPO Underwriting Agreement, voted, along with all of the other members of
the Board, in favor of resolutions authorizing the Company to undertake and
consummate the Offering. Based upon the foregoing actions by National's Chief
Executive and General Counsel, management believes that National will give its
written consent to the Company to go forward with the securities issuance
transactions contemplated by the Offering. Although no assurance can be given in
that regard, in anticipation of the granting of such consent, management intends
to prepare and file a registration statement with regard to the securities to be
issued in the Offering, and pursue the registration of such securities to a
successful conclusion. Management believes that completion of the Offering is of
paramount importance to the Company's well being, and that the Company's best
interests can only be served by pursuing the Offering to a successful
conclusion.
PROPOSED CHARTER PROVISIONS AND POTENTIAL ANTI-TAKEOVER EFFECTS THEREOF
Under the proposed amendment to the Certificate of Incorporation, each
series of Preferred Stock may have such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative, participating,
optional or other special rights, and such qualifications, limitations or
restrictions thereof or thereon, as may be provided by the Board of Directors.
Any series of Preferred Stock that may be established may rank senior to the
Common Stock as to dividends, redemption and liquidation rights. Depending on
the terms thereof, the issuance of shares of any particular series of Preferred
Stock could reduce the relative voting power of the Common Stock, restrict the
Company's ability to pay dividends on the Common Stock or purchase shares of
Common Stock, or result in a reduction of the assets available for distribution
to the holders of Common Stock in the event of any dissolution, liquidation or
winding up of the Company, whether voluntary or involuntary.
Adoption of the proposal will provide authorized and unissued shares of
Preferred Stock which may be used by the Company for any proper corporate
purpose. Such purpose might include, without limitation, issuance as part or all
of the consideration required to be paid by the Company in the acquisition of
other businesses or properties, or issuance in public or private sales for cash
as a means of obtaining additional capital for use in the Company's business and
operations. There are no transactions presently under review by the Board of
Directors which contemplate the issuance of Preferred Shares.
It is not possible to state the precise effects of the authorization of the
Preferred Stock upon the rights of the holders of the Company's Common Stock
until the Board of Directors determines the respective preferences, limitations,
and relative rights of the holders of each class or series of the Preferred
Stock. However, such effects might include: (a) reduction of the amount
otherwise available for payment of dividends on Common Stock, to the extent
dividends are payable on any issued Preferred Stock; (b) restrictions on
dividends on the Common Stock; (c) dilution of the voting power of the Common
Stock to the extent that the Preferred Stock had voting rights; (d) conversion
of the Preferred Stock into Common Stock at such prices as the Board determines,
which could include issuance at below the fair market value or original issue
price of the Common Stock; and (e) the holders of Common Stock not being
entitled to share in the Company's assets upon liquidation until satisfaction of
any liquidation preference granted to holders of the Preferred Stock.
Although the Board of Directors would authorize the issuance of additional
Preferred Stock based on its judgment as to the best interests of the Company
and its shareholders, the issuance of authorized Preferred Stock could have the
effect of diluting the voting power per share and could have the effect of
diluting the book value
3
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per share of the outstanding Common Stock. In addition, the Preferred Stock
could, in certain instances, render more difficult or discourage a merger,
tender offer, or proxy contest and thus potentially have an 'anti-takeover'
effect, especially if Preferred Stock were issued in response to a potential
takeover. In addition, issuances of authorized Preferred Stock can be
implemented, and have been implemented by some companies in recent years, with
voting or conversion privileges intended to make acquisition of the Company more
difficult or more costly. Such an issuance could deter the types of transactions
which may be proposed or could discourage or limit the shareholders'
participation in certain types of transactions that might be proposed (such as a
tender offer), whether or not such transactions were favored by the majority of
the shareholders, and could enhance the ability of officers and directors to
retain their positions. To the extent takeover attempts are discouraged,
temporary fluctuations in the market price of the Common Stock, which may result
from actual or rumored takeover attempts, may be inhibited. These provisions,
together with the ability of the Board to issue Preferred Stock without further
shareholder action, also could delay or frustrate the removal of incumbent
directors or the assumption of control by shareholders, even if such removal or
assumption would be beneficial to shareholders of the Company. These provisions
also could discourage or make more difficult a merger, tender offer or proxy
contest, even if they could be favorable to the interests of shareholders, and
could potentially depress the market price of the Common Stock. The Board of
Director of the Company believes that these provisions are appropriate to
protect the interests of the Company and all of its shareholders. The Board of
Directors has no present plans to adopt any other measures or devices which may
be deemed to have an 'anti-takeover effect.'
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of at least a majority of all
outstanding shares of Common Stock is required for the approval of this
proposal.
The Board of Directors recommends a vote FOR such proposal.
OTHER MATTERS
DISCRETIONARY AUTHORITY TO VOTE PROXY
Management does not know of any other matters to be considered at the
Meeting. If any other matters do properly come before the Meeting, the proxy
will be voted in respect thereof in accordance with the best judgment of the
persons authorized therein, and the discretionary authority to do so is included
in the proxy.
Reseda, California
Dated: December 16, 1996
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APPENDIX A
FOURTH: The total number of shares of capital stock of all classes which the
Corporation shall have authority to issue is 25,000,000 shares, of which
20,000,000 shall be Common Stock, par value $.01 per share, and 5,000,000 shall
be Preferred Stock, par value $.01 per share.
A. PREFERRED STOCK
(1) Shares of Preferred Stock may be issued in one or more series at such
time or times and for such consideration as the Board of Directors may
determine. All shares of any one series shall be of equal rank and identical in
all respects.
(2) Authority is hereby expressly granted to the Board of Directors to fix
from time to time, by resolution or resolutions providing for the establishment
and/or issuance of any series of Preferred Stock, the designation of the series
and the powers, preferences, and rights of the shares of the series, and the
qualifications, limitations, or restrictions thereof, including the following:
(a) The distinctive designation and number of shares comprising the
series, which number may, except where otherwise provided by the Board of
Directors in creating the series, be increased or decreased from time to
time by action of the Board of Directors, but not below the number of
shares then outstanding;
(b) The rate of dividends, if any, on the shares of that series,
whether dividends shall be noncumulative, cumulative to the extent earned,
or cumulative, and if cumulative, from which date or dates, whether
dividends shall be payable in cash, property, or rights, or in shares of
the Corporation's capital stock, and the relative rights of priority, if
any, of payment of dividends on shares of that series over shares of any
other series;
(c) Whether the shares of that series shall be redeemable and, if so,
the terms and conditions of the redemption, including the date or dates
upon or after which they shall be redeemable, the event or events upon or
after which they shall be redeemable or at whose option they shall be
redeemable, and the amount per share payable in case of redemption, which
amount may vary under different conditions and at different redemption
dates, or the property or rights, including securities of any other
corporation, payable in case of redemption;
(d) Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series and, if so, the terms and amounts
payable into the sinking fund;
(e) The rights to which the holders of the shares of that series shall
be entitled in the event of voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, and the relative rights of
priority, if any, of payment of shares of that series in any such event;
(f) Whether the shares of that series shall be convertible into or
exchangeable for shares of stock of any other class or any other series
and, if so, the terms and conditions of the conversion or exchange,
including the rate or rates of conversion or exchange, the date or dates
upon or after which they shall be convertible or exchangeable, the duration
for which they shall be convertible or exchangeable, the event or events
upon or after which they shall be convertible or exchangeable or at whose
option they shall be convertible or exchangeable, and the method, if any,
of adjusting the rates of conversion or exchange in the event of a stock
split, stock dividend, combination of shares, or similar event;
(g) Whether the issuance of any additional shares of the series, or of
any shares of any other series, shall be subject to restrictions as to
issuance, or as to the powers, preferences, or rights of any such other
series; and
(h) Any other preferences, privileges, and powers and relative,
participating, optional, or other special rights and qualifications,
limitations, or restrictions of the series, as the Board of Directors may
deem advisable and as shall not be inconsistent with the provisions of this
Certificate of Incorporation and to the full extent now or hereafter
permitted by the laws of the State of New York.
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(3) Payment of dividends shall be as follows:
(a) The holders of any series of Preferred Stock, in preference to the
holders of the Common Stock and the holders of any junior-ranking series of
Preferred Stock, shall be entitled to receive, as and when declared by the
Board of Directors out of funds legally available therefor, dividends in
cash, property, or rights, or in shares of the Corporation's capital stock,
at the rate for such series fixed in accordance with the provisions of
paragraph A(2)(b) of this Article FOURTH.
(b) No dividend shall be paid upon, or declared or set aside for, any
series of Preferred Stock with respect to any dividend period unless:
(i) All dividends on all senior-ranking series of Preferred Stock
shall, for the same dividend period, and for all past dividend periods,
to the extent the dividends on such senior-ranking series of Preferred
Stock are cumulative, have been fully paid or declared and provided for;
and
(ii) At the same time, a like proportionate dividend with respect
to the same dividend period, ratably in proportion to the respective
annual dividend rates fixed therefor, shall be paid upon, or declared
and provided for, all equally ranking series of Preferred Stock.
(c) As long as any shares of any series of Preferred Stock shall be
outstanding, in no event shall any dividend, whether in cash, property,
excluding shares of Common Stock of the Corporation, or rights, be paid
upon, or declared and provided for, nor shall any distribution be made, on
the outstanding shares of Common Stock, unless all dividends on all
cumulative series of Preferred Stock with respect to all past dividend
periods and unless all dividends on all series of Preferred Stock for the
then current dividend period shall have been paid upon, or declared and
provided for, and unless the Corporation shall not be in default under any
of its obligations with respect to any sinking fund for any series of
Preferred Stock. The foregoing provisions of this paragraph (c) shall not,
however, in any way prohibit or limit the Corporation from making a
dividend or other distribution of shares of Common Stock on the outstanding
shares of Common Stock.
(d) No dividends shall be deemed to have accrued on any share of any
series of Preferred Stock with respect to any period prior to the date of
the original issuance of the share or the dividend payment date immediately
preceding or following the date or original issue, except as may otherwise
be provided in the resolution or resolutions of the Board of Directors
creating such series. Accruals of dividends shall not bear interest.
(4) In the event of any voluntary or involuntary liquidation, dissolution,
or winding-up of the Corporation, the holders of the shares of any series of
Preferred Stock then outstanding shall be entitled to receive out of the net
assets of the Corporation, whether capital or surplus, but only in accordance
with the preferences, if any, provided for such series, before any distribution
or payment shall be made to the holders of the Common Stock and the holders of
any junior-ranking series of Preferred Stock, the amount per share fixed by the
resolution or resolutions of the Board of Directors to be received by the
holders of such shares on such voluntary or involuntary liquidation,
dissolution, or winding-up, as the case may be. If the payment shall have been
made in full to the holders of all outstanding Preferred Stock of all series, or
duly provided for, the remaining net assets of the Corporation shall be
available for distribution to the holders of the Common Stock to the extent the
Board of Directors shall determine as provided for in paragraph B(2) of this
Article FOURTH. If, upon any such voluntary or involuntary liquidation,
dissolution, or winding-up, the net assets of the Corporation available for
distribution among the holders of any one or more series of the Preferred Stock
which (i) are entitled to a preference over the holders of the Common Stock upon
such voluntary or involuntary liquidation, dissolution, or winding-up, and (ii)
rank equally in connection therewith, shall be insufficient to make payment in
full of the preferential amount to which the holders of such shares shall be
entitled, then the assets shall be distributed among the holders of each series
of the Preferred Stock ratably according to the respective amounts to which they
would be entitled in respect of the shares held by them upon the distribution if
all amounts payable on or with respect to the shares were paid in full. Neither
the consolidation nor merger of the Corporation, nor a reduction of the capital
of the Corporation, nor he sale, lease, or conveyance of all or part of its
assets, whether for cash, securities or other property, shall be deemed a
voluntary or involuntary liquidation, dissolution, or winding-up of the
Corporation within the meaning of the foregoing provisions.
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<PAGE>
(5) The shares of Preferred Stock shall have no voting power or voting
rights with respect to any matter whatsoever, except as may be otherwise
required by law or may be provided in the resolution or resolutions of the Board
of Directors creating the series of which such shares are a part.
B. COMMON STOCK
(1) After the requirements with respect to preferential dividends, if any,
on any series of Preferred Stock, fixed pursuant to paragraph A(2)(b) and as
further provided for in paragraph A(3), both of this Article FOURTH, shall have
been met, and after the Corporation shall have complied with all requirements,
if any, with respect to the setting aside of sums in a sinking fund for the
purchase or redemption of shares of any series of Preferred Stock, fixed
pursuant to paragraph A(2)(d) of this Article FOURTH, then, and not otherwise,
the holders of Common Stock shall receive, to the extent permitted by law and to
the extent the Board of Directors shall determine, such dividends as may be
declared from time to time by the Board of Directors.
(2) After distribution in full of the preferential amount, if any, fixed
pursuant to paragraph A(2)(e) and as further provided for in paragraph A(4),
both of this Article FOURTH, to be distributed to the holders of any series of
Preferred Stock in the event of the voluntary or involuntary liquidation,
dissolution, or winding-up of the Corporation, the holders of the Common Stock
shall be entitled to receive such of the remaining assets of the Corporation of
whatever kind available for distribution to the extent the Board of Directors
shall determine.
(3) Except as may be otherwise required by law or by this Certificate of
Incorporation, each holder of Common Stock shall have one vote in respect of
each share of such stock held by him on all matters voted upon by the
stockholders.
C. PREEMPTIVE RIGHTS
No holder of shares of the Corporation of any class, now or hereafter
authorized, shall have any preferential or preemptive right to subscribe for,
purchase, or receive any shares of stock of the Corporation of any class, now or
hereafter authorized, or any options or warrants for such shares, or any rights
to subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time or from time to time be
issued, sold, or offered for sale by the Corporation.
7
<PAGE>
Exhibit Index
Exhibit Index Description
- ------------- -----------
99 Proxy Card
<PAGE>
PIONEER COMMERCIAL FUNDING CORP.
This Proxy is Solicited on Behalf of the Board of Directors of Pioneer
Commercial Funding Corp.
The undersigned holder of the $.01 par value common stock (the "Common Stock")
of Pioneer Commercial Funding Corp. (the "Company"), hereby acknowledges
receipt of the Notice of Special Meeting of the Company and Proxy Statement
attached thereto, all relating to such Special Meeting of Shareholders (the
"Special Meeting"), and does appoint Arthur H. Goldberg and Elie Housman, and
each of them, the true and lawful attorney or attorneys of the undersigned,
with power of substitution, for and in the name of the undersigned, to vote as
proxies for the undersigned according to the number of shares of Common Stock
the undersigned would be entitled to vote if then personally present at the
Annual Meeting to be held at the offices of Hall Dickler Kent Friedman & Wood,
LLP, 909 Third Avenue, 27th Floor, on January 15, 1997, at 10:00 A.M., or at any
adjournment or adjournments thereof, and thereat to vote all shares of Common
Stock of the Company held by the undersigned and entitled to be voted thereat
upon the following matters:
1. To amend the Company's Certificate of Incorporation to increase the
authorized capital of the Company from 5,000,000 shares of Common Stock, par
value $.01 per share, to 25,000,000 shares, of which 20,000,000 shall be Common
Stock, par value $.01 per share, and 5,000,000 shall be Preferred Stock, par
value $.01 per share; and
2. To transact such other business as may properly come before the
meeting.
This Proxy confers authority to vote "FOR" proposition 1 listed above unless
otherwise indicated. If any other business is transacted at said meeting, this
proxy shall be voted in accordance with the best judgment of the proxies. The
Board of Directors recommends a vote of "FOR" for proposition 1. This proxy is
solicited on behalf of the Board of Directors of Pioneer Commercial Funding
Corp. and may be revoked prior to its exercise.
NOTE: Signature(s) should follow exactly the name(s) on the stock
certificate. Executor, administrator, trustee or guardian should sign
as such. If more than one trustee, all should sign. ALL JOINT OWNERS
MUST SIGN.
Dated:
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Signature of Shareholder
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Signature of Shareholder
