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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
CREDIT DEPOT CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
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CREDIT DEPOT CORPORATION
SUPPLEMENT DATED DECEMBER 8, 1997
TO
PROXY STATEMENT
DATED NOVEMBER 21, 1997
This Supplement should be read in conjunction with the Proxy
Statement, dated November 21, 1997 (the "Proxy Statement"), for the Annual
Meeting of Shareholders of Credit Corporation (the "Company") to be held on
December 23, 1997. Capitalized terms used herein without definition have the
same meaning as such terms have when used in the Proxy Statement.
GENERAL
All shareholders are reminded that any proxy previously given may be
revoked by written notice to the Secretary of the Company at any time before the
proxy is exercised. Attendance at the meeting will not have the effect of
revoking the proxy unless such written notice is given, or unless the
shareholder votes by ballot at the meeting.
PRINCIPAL SHAREHOLDERS
The section entitled "Principal Shareholders" on pages 2-3 of the
Proxy Statement is hereby amended in its entirety to read as follows:
The following table sets forth certain information regarding
ownership of Common Stock for (i) each person known by the Company to own
beneficially five percent or more of the outstanding shares of the Company's
Common Stock, (ii) each Director and Director Nominee of the Company, (iii) each
of the executive officers named under Executive Compensation, and (iv) all
officers and Directors (including nominees) of the Company as a group as of
October 29, 1997, after giving effect to a conversion offer accepted October 24,
1997 and a one-for-five reverse stock split effected on October 29,1997:
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<CAPTION>
Name and Address Shares Beneficially Owned (1)
of Beneficial Owner ----------------------------------
or Identity of Group Number Percent of Class
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Gerald F. Sullivan (2) 51,000 (5) *%
Craig J. Brunet (2) 31,000 (6) *
Samuel R. Dunlap, Jr. (2) 79,813 (7) 1.38
Joel C. Williams (2) 20,000 (8) *
Samuel Scott Hemingway (2) 25,000 (9) *
Carlos R. Munoz (2) 4,000 (10) *
John C. Thomas, Jr. (2) 35,517 (11) *
Ralph J. DeBee, Jr. (2) 70,000 (12) 1.21
John R. Marshall, director nominee 0 *
Heiko H. Thieme, director nominee (3) 2,244 (13) *
Marvin V. Bolt, director nominee (3) 2,240 (14) *
Jackt Holdings Corp. (19) 560,000 (15) 8.94
Ranier Heubach (20) 339,567 5.62
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VPM Verwaltungs AG (21) 414,325 (24) 6.77
Fritz Reimann (22) 300,000 (16) 5.00
Thieme Fonds (23) 453,999 (17) 7.37
Arkansas Teachers Retirement System (4) 371,441 6.11
Michigan Municipal Employee Retirement Systems (4) 825,422 12.64
Lancer Partners, LP 680,985 10.66
237 Park Avenue
New York, NY 10017
All officers, directors, and director
nominees as a group (twelve (12) persons) 280,881 (18) 4.70
</TABLE>
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* Less than 1%
The Company's 1990 and 1993 Stock Option Plans are collectively referred to in
these notes as the "Plans".
(1) Except as otherwise indicated, each of the parties has sole voting and
investment power over the shares owned.
(2) c/o Credit Depot Corporation, 700 Wachovia Center, Gainesville,
Georgia 30501.
(3) 1370 Avenue of the Americas, New York, New York 10019
(4) c/o KCM, 10829 Olive Blvd., St. Louis, MO 63141-7739.
(5) Includes warrants to purchase 50,000 shares of Common Stock that have
been granted outside the Plans and exercisable within 60 days.
(6) Represents options to purchase 31,000 shares of Common Stock that have
been granted under the Plans and exercisable within 60 days.
(7) Includes warrants to purchase 17,000 shares of Common Stock that have
been granted outside the Plans and exercisable within 60 days.
(8) Includes warrants to purchase 20,000 shares of Common Stock that have
been granted outside the Plans and exercisable within 60 days.
(9) Represents warrants to purchase 25,000 shares of Common Stock that
have been granted outside the Plans and exercisable within 60 days.
(10) Represents warrants to purchase 4,000 shares of Common Stock that have
been granted outside the Plans and exercisable within 60 days.
(11) Includes warrants to purchase 28,000 shares of Common Stock that have
been granted outside the Plans and exercisable within 60 days.
(12) Includes options to purchase 30,067 shares of Common Stock that
have been granted under the Plans and exercisable within 60 days, but
does not include 39,933 shares issuable on exercise of options which
are not exercisable within 60 days.
(13) Represents immediately exercisable warrants to purchase 2,244 shares of
Common Stock. Mr. Thieme disclaims beneficial ownership of all
securities of the Company owned by Thieme Fonds.
(14) Represents immediately exercisable warrants to purchase 2,240 shares of
Common Stock. (15) Represents 40,000 shares of Common Stock issuable
upon the conversion of convertible participations, immediately
exercisable warrants to purchase 270,000 shares of Common Stock, and
250,000 shares of Common Stock issuable upon conversion of convertible
debt.
(16) Represents 150,000 shares of Common Stock issuable upon the conversion
of convertible debt and immediately exercisable warrants to purchase
150,000 shares of Common Stock.
(17) Includes 175,000 shares of Common Stock issuable upon the conversion of
convertible debt and immediately exercisable warrants to purchase
181,250 shares of Common Stock.
(18) Includes warrants to purchase 144,000 shares of Common Stock that have
been granted outside the Plans and exercisable within 60 days, and
options to purchase 61,067 shares of Common Stock that have been
granted within the Plans and exercisable within 60 days. Does not
include 39,933 shares issuable on exercise of options to purchase
Common Stock not exercisable within 60 days.
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(19) Rheinstrasse 81 CH-4133 Pratteln 1 Switzerland. (20) Unterbergstrasse
104 a-5084 Grossgmain Salzburg Austria.
(21) Therwilerstrasse 10 CH-4103 Bottmingen
Switzerland.
(22) Osterkampsweg 48 D-26131 Oldenburg Germany.
(23) 1 Place de Metz l-2954 Luxembourg.
(24) Includes immediately exercisable warrants to purchase 90,928 shares of
Common Stock.
</TABLE>
PROPOSAL 1 -- ELECTION OF DIRECTORS
The biography for Heiko H. Thieme on page 5 of the Proxy Statement is
hereby amended in its entirety to read as follows:
HEIKO H. THIEME (nominee) is, and has been since 1990, Chairman of the
Board of Directors and Chief Executive Officer of American Heritage Management
Corporation and President of Thieme Associates Inc., both of which are
investment advisors. Mr. Thieme is also President of Thieme Consulting, Inc., a
financial consulting firm and Thieme Securities, Inc., a securities
broker-dealer. Mr. Thieme is the Chief Executive Officer of The American
Heritage Fund, Inc.; American Heritage Growth Fund, Inc.; Thieme Fonds
International; and The Global Opportunity Fund Ltd, all of which are investment
companies. From 1979 to 1989, Mr. Thieme was the Executive Vice-President in
charge of U.S. equities for Deutsche Bank Capital Corporation in New York, and
served as a consultant to the parent company, Deutsche Bank in Frankfurt,
Germany. Mr. Thieme was a Vice-President with the U.S. Investment Bank, White
Weld in London. From 1972 to 1976, he worked with the British securities
brokerage firm of Wood & McKenzie in Edinburgh and London. Mr. Thieme has
received education from institutions in Germany, Scotland, and the United
States, and has a law degree from the University of Hamburg in Germany.
EXECUTIVE COMPENSATION
The last paragraph in the section entitled "Executive Compensation --
Compensation of Directors" on page 7 of the Proxy Statement is hereby amended in
its entirety to read as follows:
On October 29, 1997, the number of shares exercisable per each option
was reduced by one-fifth, and the exercise price was increased by a factor of
five. This reduced the number of shares granted to all directors from 975,000 to
195,000. On November 3, 1997, all outstanding options which had been granted to
currently serving Directors as of that date were canceled, and each director was
issued a single three-year warrant to purchase common stock of the Company. The
options which were canceled had a ten year exercise period. The number of shares
underlying the respective warrants was equal to or less than the number of
shares underlying each respective option. The exercise price of the warrant is
$2.50, which was 25% above the market price of the common stock on the date of
grant. The exercise prices of the canceled options were between $17.50 and
$20.00, with a weighted average exercise price of $18.30.
In the event that Heiko H. Thieme is elected to serve on the Board of
Directors of the Company, it is expected that he will be elected to serve as
Chairman of the Board of Directors. In such event, the Company anticipates that
Mr. Thieme may be granted options to purchase up to 1,000,000 shares of Common
Stock over a three year period as consideration for his services as Chairman.
The number of options and the terms thereof have not yet been determined by the
Company, although the exercise prices of such options will be at least equal to
the fair market value of the common stock at the date of each grant.
See "Certain Relationships and Related Transactions" for additional
information on directors and director nominees.
The last paragraph in the section entitled "Executive Compensation --
Report of the Compensation Committee On Repricing of Options" on page 8 of the
Proxy Statement is hereby amended in its entirety to read as follows:
On November 3, 1997, the exercise prices of all employee options
outstanding were reduced to $2.00, the market price of the common stock on that
date. This re-pricing was done to once again provide incentive value for the
options. The exercise price of options prior to the repricing ranged from $13.75
to $20.00, with a weighted-average exercise price of $17.80.
<PAGE> 5
This report is submitted by the Company's Compensation Committee:
Craig J. Brunet
Samuel R. Dunlap, Jr.
John C. Thomas, Jr.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The last paragraph in the section entitled "Certain Relationships and
Related Transactions" on page 9 of the Proxy Statement is hereby amended in its
entirety to read as follows:
Heiko H. Thieme has been nominated to serve on the Board of Directors
of the Company, and if so elected, is expected to be elected to serve as
Chairman of the Board of Directors. Mr. Thieme is the President and sole
stockholder of Thieme Securities, Inc., a securities broker-dealer, and Thieme
Consulting, Inc., and is the President of Thieme Fonds International. Mr. Thieme
is the President of the investment advisory board to Thieme Fonds International.
Marvin V. Bolt, the Vice-President of Portfolio Management of Thieme Associates,
Inc., has also been nominated to serve on the Board of Directors of the Company.
In October 1995, the Company sold $6,400,000 of Units, each Unit
consisting of 200 shares of 9% Cumulative Convertible Preferred Stock (the "9%
Preferred Stock") convertible into 1,000 shares of common stock and warrants to
purchase 500 shares of Common Stock at an exercise price of $4.00 per share
(subject to adjustment). In connection with such offering, Mr. Thieme assisted
the placement agent of the offering in identifying potential investors and
received from the placement agent fees of $247,395 and 2,244 warrants to
purchase Common Stock at an exercise price of $4.00 per share (subject to
adjustment). In addition, Thieme Fonds International invested $250,000 in such
offering (on the same terms as other investors) and, accordingly, received 2,500
shares of 9% Preferred Stock and 6,250 warrants. In connection with a conversion
offer in October 1997, Thieme Fonds International received 80,849 shares of
Common Stock in exchange for such 9% Preferred Stock.
From July through November 1997, the Company sold $1,450,000 of 10%
Convertible Secured Notes (the "Bridge Notes") and accompanying warrants to
purchase, on or before March 31, 1999, an aggregate of 725,000 shares of Common
Stock at an exercise price of $2.00 per share. In connection with such offering,
the Company paid to Thieme Securities, Inc., the placement agent, cash
commissions of $125,000. Thieme Fonds International invested $350,000 in such
offering (on the same terms as other investors) and, accordingly, received
$350,000 principal amount of Bridge Notes and 175,000 warrants to purchase
Common Stock. The Bridge Notes, which are convertible into Common Stock at any
time prior to maturity at a conversion price of $2.00 per share, were originally
due on October 31, 1997, but the maturity date thereof has been extended without
additional consideration to the lenders until June 30, 1998.
The Company has paid an aggregate of $260,000 at the rate of $10,000
per month to Thieme Consulting, Inc., pursuant to a consulting agreement signed
in June 1995. The Company expects to continue to pay Thieme Consulting for
consulting services to be rendered in the future at the rate of $10,000 per
month.
Thieme Securities, Inc. and/or other entities affiliated with Heiko
Thieme may in the future act as placement agent with respect to sales, if any,
of the Company's securities.
