SCHEDULE 14 C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[X] Definitive Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2)
CRESCENT CAPITAL, INC.
(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 0-11.
1) Title of each class of securities to which transaction
applies:
Acap Corporation Common Stock, par value $.10
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:
<PAGE>
CRESCENT CAPITAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, JULY 16, 1997
The Annual Meeting of Shareholders of Crescent Capital, Inc. will be
held at the offices of Reed Smith Shaw & McClay at 1301 K Street, N.W., Suite
1100 - East Tower, Washington, DC on Wednesday, July 16, 1997 at 12:00 p.m. for
the following purposes:
1. To elect one Director for the following year;
2. To transact such other business as may properly come before the
meeting.
The Director has fixed the close of business on May 20, 1997 as the
record date for the Shares entitled to notice of and to vote at the meeting or
any adjournment thereof.
By Order of the Board of Director
Colin Halpern
Secretary
SEE INFORMATION STATEMENT ENCLOSED.
<PAGE>
CRESCENT CAPITAL, INC.
INFORMATION STATEMENT
Annual Meeting of Shareholders
July 16, 1997
This information statement is being furnished by the director of
Crescent Capital, Inc. (the "Company") for use at the annual meeting of
Shareholders and any adjournments thereof to be held at the offices of Reed
Smith Shaw & McClay at 1301 K Street, N.W., Suite 1100 - East Tower, Washington,
DC at 12:00 p.m. on Wednesday, July 16, 1997 (the "Annual Meeting") for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.
This Information Statement was mailed on or about June 7, 1997 to
shareholders of record at the close of business on May 20, 1997 (the "Record
Date"). The Company has mailed each Shareholder of record as of the Record Date
an Annual Report that includes audited financial statements for the year ended
December 31, 1996.
The only business which the Board of Director intends to present or
knows that others will present is as set forth in the attached Notice of Annual
Meeting of Shareholders.
Holders of record at the close of business on the Record Date of the
Company's Shares will be entitled to vote. At the close of business on the
Record Date, the Company had 545,800 shares of Class A Common Stock and
2,000,000 shares of Class B Common Stock outstanding and entitled to vote. Each
Share has one vote on all matters including those to be acted upon at the Annual
Meeting.
Woodland Limited Partnership, owns 332,860 of the 545,800 shares of
Class A Common Stock and all of the shares of Class B Common Stock outstanding
and entitled to vote. Woodland Limited Partnership has indicated that it will
vote its shares "FOR" the nominee for director specified below. The shares
beneficially owned by such shareholder represent approximately 92% of all
possible votes in such election, thereby assuring the election of the nominee
for the Board of Director.
The mailing address of the Company is 6701 Democracy Boulevard, Suite
300, Bethesda, MD 20817.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
<PAGE>
OWNERSHIP OF EQUITY SECURITIES
The table below sets forth certain information as of March 1, 1997
regarding the beneficial ownership, as defined in regulations of the Securities
and Exchange Commission, of Common Stock of (i) each person who is known to the
Company to be the beneficial owner of more than 5% of the outstanding shares of
the Company's Common Stock, (ii) each director and nominee for director of the
Company, and (iii) all directors and executive officers as a group. On March 1,
1997, there were 545,800 shares of the Company's Class A Common Stock and
2,000,000 shares of the Company's Class B Common Stock outstanding. Unless
otherwise specified, the named beneficial owner has sole voting and investment
power. The information in the table below was furnished by the persons listed.
"Beneficial Ownership" as used herein has been determined in accordance with the
rules and regulations of the Securities and Exchange Commission and is not to be
construed as a representation that any of such shares are in fact beneficially
owned by any person.
<TABLE>
<CAPTION>
Names and Address of Amount and Nature of Percentage of
Beneficial Owner Beneficial Ownership Class
Class A Class B Class A Class B
<S> <C> <C> <C> <C>
Woodland Limited Partnership(1) 332,860 2,000,000 60.99% 100%
1301 K St. N.W., Suite 1100
Washington, DC 20005
Colin Halpern 0 0 0% 0%
All directors and officers
as a group (1 person) 0 0 0% 0%
- ----------------------
<FN>
(1) Woodland Limited Partnership, a limited partnership of which Woodland Group
Corporation is the General Partner, owns substantially all of the Company's
issued and outstanding shares of Common Stock. Woodland Group is owned
one-third by Mr. Jay Halpern, one-third by Ms. Nancy Gillon and one-third
by Mrs. Gail Halpern. Gail Halpern is the wife of Colin Halpern. Jay
Halpern and Nancy Gillon are the children of Gail and Colin Halpern. By
reason of their ownership of the outstanding stock of Woodland Group
Corporation, Mr. Halpern, Ms. Gillon and Mrs. Halpern may be deemed to have
a beneficial interest in the shares of the Company owned by Woodland
Limited Partnership. However, Mr. Halpern, Ms. Gillon and Mrs. Halpern
disclaim beneficial ownership of such securities.
</FN>
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting, one director is to be elected, to hold office
until the next Annual Meeting of Shareholders and until his or her successor is
duly elected and qualified, except in the event of death, resignation or
removal. Election as a Director requires the favorable vote of the majority of
the votes of the shares voting at the election of the Director. The nominee is
now a member of the Board of Directors.
The nominee, his age, the year of his election, his principal
occupation during the past five years or more, and his directorships in public
companies in addition to the Company, are as follows:
Colin Halpern, age 60, has served as President, Secretary, Treasurer
and Director of the Company since July, 1994. He also currently serves as
Chairman of the Board for International Franchise Systems, Inc., Director of
Lafayette Industries, Inc., a manufacturer of store fixtures, and President,
Chief Executive Officer and Chairman of the Board of Directors of NPS
Technologies Group, Inc., all of which are public companies. He has held these
positions since December 1993, January 1992 and August 1983, respectively. Mr.
Halpern also serves as Chairman of the Board for Red Hot Concepts, a public
company that operates Chili's restaurants in the United Kingdom and Australia.
From 1985 to the present, Mr. Halpern has also served as the Chairman of
Universal Services Group. Mr. Halpern was formerly the Chairman of the Board and
Chief Executive Officer of DRC Industries, Inc., a company which, from November,
1975 through October, 1985, had a Budget Rent-A-Car master license agreement for
the New York metropolitan area, including LaGuardia and John F. Kennedy
Airports.
In June 1991, the SEC sought and received, and NPS Technologies Group,
Inc. ("NPS") consented to the entering of, an order against NPS and its officers
and employees that required NPS to file certain periodic reports with the SEC
that had not been timely filed and permanently restrained and enjoined NPS and
such officers and employees from failing to file in proper form with the SEC
accurate and complete reports required to be filed by NPS pursuant to the rules
and regulations of the SEC. Mr. Halpern is the President and Director of NPS,
which is currently inactive. Since June, 1991 certain of NPS' reports have not
been timely filed by NPS and other reports have not been filed in proper form.
The SEC has taken no further action against NPS or any of its officers and
employees.
The Board of Director recommends a Vote FOR the Nominee set forth
herein.
<PAGE>
Director Compensation
The Director, as an officer of the Company receives no additional
compensation for service as a member of the Board of Directors.
Meetings and Committees of the Board of Directors
The Board of Directors ("Board") held one meeting in 1996 and took all
action by unanimous consent. The Company does not have a standing audit,
nominating or compensation committee.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the aggregate cash compensation paid by the
Company on an annualized basis for the two most recent fiscal years to those
executive officers whose salary and bonus exceeded $100,000 in fiscal 1996 and
the Chief Executive Officer.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation(1) Awards
Name and Other Annual Restricted Securities All Other
Principal Bonus Compensation Stock Underlying Compensation
Position Year Salary($) ($) ($) Award(s)($) Options(#) ($)
-------- ---- --------- ------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Colin Halpern 1996 $48,000 --- --- ---- ------ ------
President 1995 $48,000 --- --- ---- ------ ------
<FN>
(1) Excludes certain perquisites and other amounts, which, for any executive
officer did not exceed, in the aggregate the lesser of $50,000 or 10% of
the total annual salary and bonus for such executive officer.
</FN>
</TABLE>
Stock Option Grants
The Company's Chief Executive Officer did not hold any stock options or
stock appreciation rights as of December 29, 1996.
<PAGE>
CERTAIN TRANSACTIONS
Transactions with Affiliates
The Company has entered into several transactions with affiliates. The
Company believes that the terms of the transactions with affiliates are on terms
at least as favorable as could have been obtained from unaffiliated third
parties. The Company will require that in the future, transactions with
affiliates will continue to be made on terms the Company believes are at least
as favorable as those obtainable from unaffiliated third parties.
Affiliation with Woodland
Woodland Limited Partnership is a partnership controlled by members of
Mr. Colin Halpern's family. Mr. Halpern is the President and sole director of
the Company. Woodland Limited Partnership owns approximately 92% of the
outstanding voting stock of the Company. Crescent has advanced funds from time
to time to Woodland. Woodland Limited Partnership owes Crescent $1,471,997 for
short term advances and $1,852,275 in a stock receivable for the conversion of
Class B shares to Class A shares. On December 31, 1995, the amount owed to
Crescent from Woodland was $1,473,000.
Amounts Due To International Franchise Systems
Crescent owes International Franchise Systems $1,839,325. These funds were
advanced on a short-term basis and are interest bearing at 8% per annum. On
December 31, 1995, the amount owed to International Franchise Systems by
Crescent was $1,369,261.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company from its inception has engaged the firm of Moore Stephens,
P.C.(formerly Mortenson and Associates, P.C.) as its independent public
accountants, and the Board of Directors has selected Moore Stephens, P.C. as
auditors of the Company for 1997.
A representative of Moore Stephens, P.C. will be present at the Annual
Meeting, and will be given the opportunity to make any statement he desires to
make and will be available to respond to questions.
OTHER MATTERS
In addition to the solicitation of proxies by the use of the mails, the
Company may utilize some of its officers and employees (who will receive no
compensation in addition to their regular salaries) to solicit proxies
personally and by telephone. The Company does not currently intend to retain a
solicitation firm to assist in the distribution of proxy statements and the
solicitation of proxies. The Company may request banks, brokers and other
custodians, nominees and fiduciaries to forward copies of the Proxy Statement to
their principals and to request authority for the execution of proxies, and will
reimburse such persons for their expenses in so doing.
<PAGE>
SHAREHOLDERS' PROPOSALS
Any proposal which a Shareholder intends to present at the Company's
1998 Annual Meeting of Shareholders must be received by the Company no later
than December 15, 1997 in order to be included in the Company's Proxy Statement
and form of proxy relating to that meeting.
The Company will provide Shareholders, without charge, a copy of the
Company's annual Report on Form 10-KSB filed with the Securities and Exchange
Commission for the year ended December 31, 1996, including the financial
statements and schedules attached thereto, upon written request to Mr. Colin
Halpern, at Crescent Capital, Inc., 6701 Democracy Boulevard, Suite 300,
Bethesda, MD 20817
By order of the Board of Director
Colin Halpern
Director and President
June 7, 1997
