0427\97-14003
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. 1 )
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):
[ 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:
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
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4) Proposed maximum aggregate value of
transaction:
Not Applicable
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5) Total fee paid:
None; no fee required
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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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4) Date Filed:
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PRELIMINARY COPY
UNIVERSAL HEIGHTS, INC.
19589 N.E. 10th Avenue
Miami, Florida 33179
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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 September , 1997 to holders of record on September ,
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.
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 August 18, 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 September 18, 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.
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 issued and outstanding. Each share of Common 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. Wilenz 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) and 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 (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.
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 and for
working capital purposes generally. No assurances can be given
to whether the Company will obtain any or all of the funds sought
or of what the definitive terms of any such financing 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. In view of the foregoing, coupled with the fact that
the Company believes that any shares of the Company's Common
Stock issued in connection with such financing efforts will be
issued, if at all, to several unaffiliated investors, the Company
does not believe that any such financing will per se result in a
change of control. Prior to any shareholders meeting, management
will be in a position to effectively continue to control the
affairs of the Company. Further, management is not aware of any
voting arrangements or understandings by or among the prospective
unaffiliated investors with whom the Company is currently
discussing its financing plans.
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.
BY ORDER OF THE BOARD
OF DIRECTORS
___________________________
Bradley I. Meier, President
__________________________
Irwin L. 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 L. Kellner, its Secretary this 18th day of
August, 1997.
UNIVERSAL HEIGHTS, INC.
By:____________________________
Bradley I. Meier, President
(SEAL)
ATTEST:
By: ___________________________
Irwin L. Kellner, Secretary
