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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No.)
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
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THE HE-RO GROUP, LTD.
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Payment of Filing Fee
[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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
THE HE-RO GROUP, LTD
530 SEVENTH AVENUE
NEW YORK, NEW YORK 10018
INFORMATION STATEMENT
MAY 11, 1998
Change of Name. This Information Statement is being provided to holders of
the Common Stock, par value $.01 per share ("Common Stock"), of The He-Ro Group,
Ltd. (the "Company"), pursuant to Section 14(c) of the Securities Exchange Act
of 1934 (the "Act") in connection with the proposal to change the name of the
Company to "The Nahdree Group, Ltd." The Company has been doing business as "The
Nahdree Group" since December 1997. The Board of Directors has determined that
it is in the best interest of the Company to change the name because a stigma
has become attached to the Company's current name due to its disappointing
operating results in recent periods. The Board believes that the new name will
reflect the Company's new direction after the business combination described
under "Change of Control" below and will improve the Company's image in the
marketplace.
Change of Control. On December 24, 1997, The He-Ro Group, Ltd. ("He-Ro"),
acquired (the "Acquisition") from Mr. H. J. Han, President of Nah Nah
Collection, Inc. ("Nah Nah"), all the outstanding stock of Nah Nah in exchange
for 5,277,905 shares (44%) of the Common Stock. In the Acquisition, Mr. Han also
received from Ms. Della Rounick, then the largest stockholder of He-Ro, an
irrevocable, three-year proxy (subject to extension for another three years) to
vote Rounick's 4,430,748 shares (36.9%) of Common Stock, giving Mr. Han the
power to vote 80.9% of the shares of stock of registrant while the proxy is in
effect. The only director of the Company other than Rounick has resigned and
Rounick has agreed to vote for Mr. Han's designees as directors. As a result,
Mr. Han may be deemed to have gained control of registrant.
Amendment to Certificate of Incorporation. The change of name will be
accomplished by an amendment to the Company's certificate of incorporation. Such
an amendment requires the affirmative vote of the holders of a majority of the
Company's Common Stock. Mr. Han and Ms. Rounick have approved, by written
consent, the amendment of the Company's certificate of incorporation in
accordance with the requirements of the law of Delaware (the Company's state of
incorporation). This Information Statement satisfies the requirements of
Delaware law for stockholder notice following the taking of stockholder action
by consent, as well as the requirements of the Act.
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PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date hereof, certain information
regarding the number and percentage of shares of Common Stock beneficially owned
by (i) each officer and director, (ii) each person known by the Company to own
more than five percent of the Common Stock, and (iii) all officers and directors
as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER POSITION BENEFICIAL OWNERSHIP OF CLASS
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<S> <C> <C> <C>
Hong J. Han(1)....................... Chief Executive 9,708,653 80.9%
The He-Ro Group, Ltd. Officer & Director
530 Seventh Ave.
New York, NY 10018
Della Rounick........................ Director 4,430,748 36.9%
The He-Ro Group, Ltd.
530 Seventh Ave.
New York, NY 10018
Katherine Wong(2).................... Vice President of Production 5,500 *
The He-Ro Group, Ltd.
530 Seventh Avenue
New York, NY 10018
Officers and Directors as a
group(3)........................... 9,714,153 80.9%
</TABLE>
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* Less than 1%.
(1) Under the federal securities laws, Mr. Hong J. Han is deemed to be the
beneficial owner of the 4,430,748 shares owned by Ms. Della Rounick because
of the irrevocable proxy he holds to vote such shares. The proxy is for a
period of three years, and continues thereafter for up to another three
years or until Han shall sooner own beneficially at least 55% of the
outstanding Common Stock, including currently exercisable options and
warrants.
(2) Denotes shares which Ms. Wong has the right to acquire upon exercise of
stock options which are exercisable within 60 days.
(3) Includes 5,500 shares which certain officers have the right to acquire upon
exercise of stock options which are exercisable in 60 days.
There are 11,995,230 outstanding shares of Common Stock, which are the only
voting securities of the Company.
