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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Consolidated Technology Group Ltd.
(Name of Registrant as Specified In Its Charter)
N.A.
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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 (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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Consolidated Technology Group Ltd.
160 Broadway
New York, New York 10036
AMENDED NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 26, 1998
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders (the
"Annual Meeting") of Consolidated Technology Group Ltd., a New York corporation
(the "Company"), will be held at Gramercy Park Hotel, 21st Street at Lexington
Avenue, New York, New York 10010, on March 26, 1998, at 8:45 A.M. local time,
for the purpose of considering and acting upon the following matters:
(1) The election of four (4) directors to serve until the 1998 Annual
Meeting of Shareholders and until their successors shall be elected and
qualified;
(2) The approval of a one-for-30 reverse split of the Company's common
stock;
(3) The approval of an amendment to the Company's certificate of
incorporation to change the number of authorized shares of common stock
to (a) 25,000,000 if the one-for-30 reverse spilt is approved by the
shareholders or (b) 150,000,000 if the one-for-30 reverse split is not
approved by the shareholders;
(4) The approval of the reincorporation of the Company into Delaware
through the merger of the Company into its wholly-owned subsidiary,
Consolidated Technology Group Ltd., a Delaware corporation;
(5) The approval of the Company's 1997 Long-Term Incentive Plan;
(6) The approval of Moore Stephens, P.C. as the Company's independent
certified public accountants for the years ending December 31, 1997 and
1998; and
(7) The transaction of such other and further business as may properly come
before the meeting.
The Board of Directors of the Company has fixed the close of business on
February 10, 1998 as the record date (the "Record Date") for the determination
of shareholders entitled to notice of and to vote at the 1998 Annual Meeting.
The enclosed Proxy Statement dated December 1, 1998 and Supplement dated
February 12, 1998 (the "Supplement") contains information pertaining to the
matters to be voted on at the Annual Meeting. A copy of the Company's Annual
Report to Shareholders for 1996 is being mailed with the Proxy Statement and
Supplement.
By order of the Board of Directors
Grazyna B. Wnuk
Secretary
New York, New York
February 12, 1998
THE MATTERS BEING VOTED ON AT THE ANNUAL MEETING ARE IMPORTANT TO THE COMPANY,
AND CERTAIN OF THE MATTERS REQUIRE THE APPROVAL OF THE HOLDERS OF A MAJORITY OF
THE OUTSTANDING SHARES OF COMMON STOCK. IN ORDER THAT YOUR VOTE IS COUNTED AT
THE ANNUAL MEETING, PLEASE EXECUTE, DATE AND PROMPTLY MAIL THE ENCLOSED PROXY
CARD IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON AT
THE ANNUAL MEETING IF THE PROXY IS REVOKED IN THE MANNER SET FORTH IN THE PROXY
STATEMENT.
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<PAGE>
SUPPLEMENT No. 1 to PROXY STATEMENT
1998 Annual Meeting of Shareholders
This Supplement amends information set forth in the proxy statement
(the "Proxy Statement") dated December 1, 1997, relating to the 1998 Annual
Meeting of Shareholders (the "Annual Meeting") of Consolidated Technology Group
Ltd., a New York corporation (the "Company").
The information set forth in the Proxy Statement is amended as follows:
1. The record date for determining shareholders entitled to vote at the
Annual Meeting is February 10, 1998.
2. The date of the Annual Meeting is March 26, 1998.
3. The number of shares of Common Stock outstanding on the record date
is 49,910,992, which reflects no change from the number of shares of Common
Stock outstanding on the record date as reflected in the Proxy Statement.
4. With respect to the proposed reincorporation of the Company into
Delaware through the merger of the Company into its wholly-owned subsidiary,
Consolidated Technology Group Ltd., a Delaware corporation:
(a) Any shareholder who wishes to exercise his or her right
under Section 623 of the New York Business Corporation Law (the "BCL"), as
described in the Proxy Statement under "Rights of Dissenting Shareholders," must
file with the Company a written objection thereto stating his or her intention
to demand payment for his or her shares prior to the time a vote is taken on the
reincorporation.
(b) Prior to April 6, 1998, the Company must give written
notice to each shareholder who objects to the merger, in the manner provided for
in Sections 623 of the BCL, that such merger has been authorized by the
requisite vote of the Company's shareholders. See "Rights of Dissenting
Shareholders" in the Proxy Statement.
5. The Proxy Statement, accompanied by this Supplement and the Annual
Report to Shareholders for 1996, is being mailed to shareholders on or about
Friday, February 13, 1998.
By order of the Board of Directors
Grazyna B. Wnuk
Secretary
New York, New York
February 12, 1998
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<PAGE>
PROXY
CONSOLIDATED TECHNOLOGY GROUP LTD.
1998 Annual Meeting of Shareholders -- March 26, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lewis S. Schiller and Grazyna B. Wnuk
or either one of them acting in the absence of the other, with full power of
substitution or revocation, proxies for the undersigned, to vote at the 1998
Annual Meeting of Shareholders of Consolidated Technology Group Ltd. (the
"Company"), to be held at 8:45 a.m., local time, on March 26, 1998, at the
Gramercy Park Hotel, 21st Street at Lexington Avenue, New York, New York 10010,
and at any adjournment or adjournments thereof, according to the number of votes
the undersigned might cast and with all powers the undersigned would possess if
personally present.
(1) To elect the following four (4) directors:
Lewis S. Schiller, E. Gerald Kay, Norman J. Hoskin and Grazyna B. Wnuk
[ ] FOR all nominees listed above (except as marked to the contrary below).
[ ] Withhold authority to vote for all nominees listed above.
INSTRUCTION: To withhold authority to vote for any individual nominee,
print that nominee's name below.
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(2) To approve a one-for-30 reverse split of the Company's common stock.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) The approval of an amendment to the Company's certificate of
incorporation to change the number of authorized shares of common stock
to (a) 25,000,000 if the one-for-30 reverse spilt is approved by the
shareholders or (b) 150,000,000 if the one-for-30 reverse split is not
approved by the shareholders;
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(4) The approval of the reincorporation of the Company into Delaware
through the merger of the Company into its wholly-owned subsidiary,
Consolidated Technology Group Ltd., a Delaware corporation;
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(5) The approval of the Company's 1997 Long-Term Incentive Plan;
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(6) To approve the selection of Moore Stephens, P.C. as the independent
certified public accountants of the Company for the years ending
December 31, 1997 and 1998; and
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(7) In their discretion, for the transaction of such other business as may
properly come before the meeting;
all as set forth in the Proxy Statement, dated December 1, 1997, as supplemented
by a supplement dated February 12, 1998.
<PAGE>
The shares represented by this proxy will be voted on Items 1, 2, 3, 4,
5 and 6 as directed by the shareholder, but if no direction is indicated, will
be voted FOR Items 1, 2, 3, 4, 5 and 6.
If you plan to attend the meeting please indicate below:
I plan to attend the meeting [ ]
Dated:__________________________, 1998
_____________________________
_____________________________
(Signature(s))
Please sign exactly as name(s) appear
hereon. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.
Please date, sign and mail this proxy
in the enclosed envelope, which
requires no postage if mailed in the
United States.
