0427\97-14005
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No. 2)
Check the appropriate box:
[ X ] Preliminary Information Statement
[ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
UNIVERSAL HEIGHTS, INC.
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
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Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities
to which transaction applies:
Common Stock, par value $.01 per share
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):
Not Applicable
4) Proposed maximum aggregate value
of transaction:
Not Applicable
5) Total fee paid:
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[ ] Fee paid previously with preliminary
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0-11(a)(2) and identify the filing for
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PRELIMINARY COPY
UNIVERSAL HEIGHTS, INC.
19589 N.E. 10th Avenue
Miami, Florida 33179
INFORMATION STATEMENT
Pursuant to Regulation 14C
Promulgated Under
the Securities Exchange Act of 1934, as amended
This Information Statement, which is being mailed on or
about , 1997 to holders of record on October ,
1997 of shares of the common stock, par value $.01 per share (the
"Common Stock") of Universal Heights, Inc., a Delaware
corporation (the "Company"), is being furnished in connection
with the proposed adoption of a Certificate of Amendment to the
Company's Amended and Restated Certificate of Incorporation (the
"Amendment") pursuant to the written consent of the holders of a
majority of the Company's outstanding Common Stock, Series A
Preferred Stock and Series M Preferred Stock (which Series A and
Series M Preferred stock is held by members of current management
and a person related thereto). See "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
On August 18, 1997, the Board of Directors of the Company
approved and recommended that the Company's Amended and Restated
Certificate of Incorporation be amended to increase the number of
authorized shares of Common Stock from 20,000,000 to 40,000,000.
On October , 1997 (the "Record Date"), the holders of more
than a majority of the issued and outstanding shares of Common
Stock executed a Written Consent to Corporate Action (the
"Written Consent") pursuant to which such holders approved the
Amendment. Such approval by the Board of Directors and by the
holders of a majority of the issued and outstanding shares of
Common Stock is adequate under Delaware law to cause the
Amendment to be effected. The Amendment will become effective
upon the filing with the Company of the Written Consent and the
filing of the Amendment with the Secretary of State of Delaware.
The Company anticipates that the filing of the Written Consent
with the Company will occur on or about , 1997
(the record date for determining those stockholders entitled to
notice of corporate action) following which the Company will
prepare and file the Amendment with the Secretary of State of
Delaware. In accordance with applicable law, the Company is
mailing this Information Statement to Company stockholders
entitled to notice at least twenty (20) calendar days prior to
the date the Amendment is to be filed with the Secretary of State
in Delaware.
This Information Statement is being provided for
informational purposes only. WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
OUTSTANDING STOCK AND VOTING RIGHTS
As of the Record Date, there were 3,425,588 shares of Common
Stock, 49,250 shares of Series A Preferred Stock and 88,690
shares of Series M Preferred Stock (collectively, the "Preferred
Stock") issued and outstanding, respectively. Each share of
Common Stock and Preferred Stock entitles its holder to one vote.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of
Common Stock as of the Record Date: (i) each of the Company's
officers and directors, (ii) each person who is known by the
Company to own beneficially more than 5% of the outstanding
shares of Common Stock, and (iii) all of the Company's officers
and directors as a group:
Percentage
Name and Address of Number of Shares Ownership
Beneficial Owner(1) Beneficially Owned(2)(3) of Class(3)
Bradley I. Meier 2,910,818(4) 59.0%
Norman M. Meier 1,465,624(5) 37.1%
Irwin L. Kellner 100,000(6) 2.8%
Reed J. Slogoff 100,000(7) 2.8%
Joel M. Wilentz 100,000(8) 2.8%
Phylis R. Meier 996,426(9) 25.9%
Belmer Partners 271,701(10) 7.8%
Shephard Lane, Esq. 214,142 6.0%
Slatt & Lane
600 Third Avenue
New York, NY 10016
Officers and directors
as a group (5 people) 4,404,741(11) 76.6%
(1) Each person's address is c/o the Company, 19589 N.E. 10th
Avenue, Miami, Florida 33179, unless otherwise noted.
(2) Unless otherwise indicated, the Company believes that all
persons named in the table have sole voting and investment
power with respect to the shares of Common Stock
beneficially owned by them.
(3) A person is deemed to be the beneficial owner of Common
Stock that can be acquired by such person within 60 days of
the date hereof upon the exercise of warrants or stock
options or conversion of Series A and Series M Preferred
Stock or convertible debt. Except as otherwise specified,
each beneficial owner's percentage ownership is determined
by assuming that warrants, stock options, Series A and
Series M Preferred Stock and convertible debt that is held
by such person (but not those held by any other person) and
that are exercisable within 60 days from the date hereof,
have been exercised or converted.
(4) Consists of (i) (a) 962,829 shares of Common Stock, (b)
options to purchase 1,875 shares of Common Stock at an
exercise price of $9.00, options to purchase 1,875 shares of
Common Stock at an exercise price of $12.50, ten-year
options to purchase 90,000 shares at an exercise price of
$2.88 as to 45,000 shares and $3.88 as to the remaining
45,000 shares granted pursuant to Mr. Meier's employment
agreement, options to purchase 90,000 shares at an exercise
price of $1.13 per share and options to purchase 500,000
shares at $1.25 per share, (c) warrants to purchase 15,429
shares of Common Stock at an exercise price of $1.75,
warrants to purchase 339,959 shares at an exercise price of
$3.00 per share, warrants to purchase 82,000 shares of
Common Stock at $1.00 and warrants to purchase 131,700
shares of Common Stock at a price of $.75 per share, (d)
169,450 shares of Common Stock issuable upon conversion of
Series M Preferred Stock and (ii) an aggregate of 271,701
shares of Common Stock (including shares of Common Stock
issuable upon exercise of warrants and conversion of Series
A and Series M Preferred Stock) beneficially owned by Belmer
Partners, a Florida general partnership ("Belmer"), of which
Mr. Meier is a general partner. Excludes options to
purchase 250,000 shares of Common Stock at $1.00 per share
which vest on November 2, 1997 and unvested options to
purchase 1,000,000 shares of Common Stock at $1.00 per share
granted pursuant to Mr. Meier's new employment agreement.
Also excludes all securities owned by Norman Meier and
Phylis Meier, Mr. Meier's father and mother, respectively.
Mr. Meier is the President, Chief Executive Officer and a
Director of the Company.
(5) Consists of (i) (a) 457,371 shares of Common Stock, (b)
options to purchase 3,750 shares of Common Stock at an
exercise price of $12.50 per share, and options to purchase
3,750 shares of Common Stock at an exercise price of $9.00
per share and options to purchase 250,000 shares of Common
Stock at an exercise price of $1.25, (c) warrants to
purchase 3,082 shares of Common Stock at an exercise price
of $22.00 per share, warrants to purchase 2,494 shares of
Common Stock at an exercise price of $4.25 per share,
warrants to purchase 28,538 shares of Common Stock at an
exercise price of $1.50 per share, warrants to purchase
120,000 shares of Common Stock at an exercise price of $3.00
and warrants to purchase 110,000 shares of Common Stock at
an exercise price of $1.00, and (d) 214,938 shares of Common
Stock issuable upon conversion of Series A and Series M
Preferred Stock owned by such person and (ii) an aggregate
of 271,701 shares of Common Stock (including shares of
Common Stock issuable upon exercise of warrants and
conversion of Series A and Series M Preferred Stock)
beneficially owned by Belmer, of which Mr. Meier is a
general partner. Excludes options to purchase 250,000
shares of Common Stock at $1.00 per share which options vest
on November 2, 1997 and options to purchase 600,000 shares
of Common Stock at $1.00 per share which were granted on
August 6, 1997. Excludes all securities owned by Bradley
Meier or Phylis Meier. Mr. Meier is a Director of the
Company, the father of Bradley Meier, the President of the
Company and the former spouse of Phylis Meier.
(6) Consists of options to purchase 100,000 shares of Common
Stock at an exercise price of $1.00 per share. Dr. Kellner
is a director of the Company.
(7) Consists of options to purchase 100,000 shares of Common
Stock at $1.00 per share. Mr. Slogoff is a director of the
Company.
(8) Consists of options to purchase 100,000 shares of Common
stock at $1.00 per share. Mr. Wilentz is a director of the
Company.
(9) Consist of (i) 333,792 shares of Common Stock, (b) 2,880
shares of Common Stock issuable upon conversion of related
party debt, (c) warrants to purchase 354,115 shares of
Common Stock, and (d) 33,938 shares of Common Stock issuable
upon conversion Series A and Series M Preferred Stock owned
by Ms. Meier, and (ii) an aggregate of 271,701 shares of
Common Stock (including shares of Common Stock issuable upon
exercise of warrants and conversion of Series A and Series M
Preferred Stock) beneficially owned by Belmer. Excludes all
securities owned by Bradley Meier and Norman Meier, the son
and former spouse of Ms. Meier, respectively. Ms. Meier is
managing general partner of Belmer.
(10) Consists of (a) 54,533 shares of Common Stock, (b) 67,168
shares of Common Stock issuable upon exercise of warrants
and (c) 150,000 shares of Common Stock issuable upon
conversion of Series A and Series M Preferred Stock. Belmer
Partners is a Florida general partnership in which Phylis R.
Meier is managing general partner and Bradley I. Meier and
Norman M. Meier are general partners.
(11) See footnotes (1) - (8) above.
AMENDMENT OF THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
FROM 20,000,000 TO 40,000,000
The Company proposes to increase its authorized Common Stock
from 20,000,000 shares to 40,000,000 shares. The par value of
the Common Stock will remain at $.01 per share. The Board of
Directors believes that an amendment to its Amended and Restated
Certificate of Incorporation to accomplish this purpose is in the
best interests of the Company and its shareholders so as to have
issuable additional authorized but unissued shares of Common
Stock in an amount adequate to provide for the future needs of
the Company. The additional shares will be available for
issuance from time to time by the Company at the discretion of
the Board of Directors, normally without further shareholder
action or notification (except as may be required for a
particular transaction by applicable law, requirements of
regulatory agencies or by stock exchange rules), for any proper
corporate purpose including, but not limited to, future
acquisitions of property or securities of other corporations,
stock dividends, stock splits, equity and convertible debt
financings. The Company has no current plans to make an
acquisition of property or securities of another corporation or
to engage in a merger, exchange, combination or other similar
transaction other than the insurance subsidiary financing
discussed below.
Such additional shares will also be available for: (a) the
possible exercise of shares of Common Stock underlying previously
issued and currently outstanding (1) Common Stock Purchase
Warrants which are currently "out of the money" and (2) stock
options issued to certain members of management and others which
options by their terms have not yet vested and/or are "out of the
money"; and (b) the possible conversion of previously issued and
outstanding shares of Series A and Series M Preferred Stock into
shares of the Company's Common Stock (such Common Stock Purchase
Warrants, stock options, and Series A and Series M Preferred
Stock are collectively referred to as the "Convertible
Securities"), which Convertible Securities relate to
approximately 10,000,000 underlying shares of Common Stock.
The Company is currently seeking to obtain equity and/or
debt financing from various institutional and/or otherwise
accredited investors for its recently formed subsidiary,
Universal Property & Casualty Insurance Company for purposes of
meeting minimum regulatory capitalization requirements
($5,300,000) and for working capital purposes generally
(approximately $200,000), assuming receipt and acceptance by the
Company of the Minimum, as defined below. The Company is seeking
to raise a minimum (the "Minimum") of $6,000,000 on a "best
efforts all or none basis" and up to an additional $5,500,000 on
a "best efforts basis." The Company is presently in receipt of
the Minimum, which is being held in escrow pending receipt of
certain approvals from the Florida Department of Insurance, which
approvals are anticipated shortly. The terms of such financing
received to date provide for restricted shares of the Company's
Common Stock to be issued for $.60 a share. No assurances can
be given to whether the Company will obtain any additional funds
sought or of what the definitive terms of any such additional
financing, if any, will be; however, the number of shares of
Common Stock that may be issued in connection with any such
financing will not exceed the number of shares of Common Stock
currently outstanding together with that number of shares of
Common Stock underlying the Convertible Securities. The Company
does not believe that any such financing will per se result in a
change of control (ie. change of management) as investors who are
and who may participate in such financing are believed to be
investing, in part, based upon their present views of current
management. Further, prior to any shareholders meeting, current
management will be in a position to effectively continue to
control the affairs of the Company. Also, management is not
aware of any voting arrangements or understandings by or among
either the investors who have already invested or any
prospective investors with whom the Company is currently
discussing its financing plans, all of whom are, to management's
knowledge, unaffiliated.
No shareholder will have statutory preemptive rights
regarding any future issuance of any shares of Common Stock.
The complete text of the proposed Amendment to the Company's
Amended and Restated Certificate of Incorporation is set forth as
Exhibit A to this Information Statement.
The Company's Annual Report on Form 10-KSB for the fiscal
year ended April 30, 1997, as amended and Quarterly Report on
Form 10-QSB for the quarter ended July 31, 1997, as amended are
incorporated by reference.
BY ORDER OF THE BOARD
OF DIRECTORS
Bradley Meier, President
Irwin Kellner, Secretary
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
UNIVERSAL HEIGHTS, INC.
Universal Heights, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation, by
the unanimous written consent of its members and filed with the
minutes of the Corporation, adopted a resolution proposing and
declaring advisable the following amendment to the Amended and
Restated Certificate of Incorporation of the Corporation:
RESOLVED, that the Corporation shall amend its Amended and
Restated Certificate of Incorporation by deleting in its entirety
paragraph (a) and subparagraphs (i) and (ii) thereunder of
ARTICLE IV and inserting in its place the following:
ARTICLE IV
(a) The total number of shares of all classes of stock
which the Corporation shall have authority to issue is
41,000,000 shares, of which:
(i) 40,000,000 shares shall be designated as
Common Stock, having a par value of $.01 per share
(the "Common Stock"); and
(ii) 1,000,000 shares shall be designated as
Preferred Stock, having a par value of $.01 per
share.
All other provisions of Article IV of the Corporation's
Amended and Restated Certificate of Incorporation and all other
provisions of the Corporation's Amended and Restated Certificate
of Incorporation shall remain unchanged and in full force and
effect.
SECOND: That in lieu of a meeting and vote of stockholders,
the holders of outstanding shares of Common Stock having not less
than the minimum number of votes which would be necessary to
authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted have given their
written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the
State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of Section 242 and
Section 228 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by Bradley I. Meier, its President, and
attested by Irwin Kellner, its Secretary this day of
, 1997.
UNIVERSAL HEIGHTS, INC.
By:
Bradley I. Meier, President
(SEAL)
ATTEST:
By:
Irwin Kellner, Secretary
