SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. 5)
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
4) Proposed maximum aggregate value of transaction:
Not Applicable
5) Total fee paid:
None; no fee required
[ ] 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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PRELIMINARY COPY
UNIVERSAL HEIGHTS, INC.
2875 N.E. 191st Street, Suite 400A
Miami, Florida 33180
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 June ____,
1998 to holders of record on June ____, 1998 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 Convertible Preferred Stock (which Series A and
Series M Convertible Preferred Stock (the "Series M Preferred Stock"),
collectively referred to as the "Preferred Stock," is held by members of current
management and a person related thereto). See "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT and footnote nos. 3, 4, 5 and 9 thereto."
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 December 2, 1997 (the "Record Date"), the holders
of more than a majority of the issued and outstanding shares of Common Stock and
Preferred Stock executed a Written Consent to Corporate Action (the "Written
Consent") pursuant to which such holders approved the Amendment. Such Written
Consent was filed with the Company on or about January 29, 1998. Such approval
by the Board of Directors and by the holders of a majority of the issued and
outstanding shares of Common Stock and Preferred 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. 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.
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SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock
as of the Record Date and giving effect to the issuance of Common Stock in
connection with the Company's insurance subsidiary financing (as described
herein following the footnotes below) of: (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 Ownership of
Name and Address of Number of Shares Percentage Class Giving Effect to
Beneficial Owner(1) Beneficially Ownership Insurance Subsidiary
of Class(3) Financing(3)
(*)
Bradley I. Meier 3,406,818(4) 58.0% 19.9%(5)
Lynda R. Meier 416,666 0% 2.8%(5)
Eric Meier 250,000 0% 1.7%(5)
Norman M. Meier 1,965,624(6) 39.8% 12.1%
Irwin L. Kellner 100,000(7) 2.8% 0.6%
Reed J. Slogoff 100,000(8) 2.8% 0.6%
Joel M. Wilentz 100,000(9) 2.8% 0.6%
Phylis R. Meier 996,426(10) 25.9% 6.5%
Belmer Partners 271,701(11) 7.8% 1.8%
Shephard Lane, Esq. 214,142 6.0% 1.4%
Slatt & Lane
600 Third Avenue
New York, NY 10016
Lancer Entities 4,818,667(12) 32.8%
- --------------- ------------- -----
375 PARK AVE., SUITE 2006
-------------------------
NEW YORK, NY 10152
-------------------
Officers and directors
as a group (5 people) 5,672,442(13) 73.8% 33.5%(5)
-----
(1) Each person's address is c/o the Company, 2875 N.E. 191st Street, Suite
400A, Miami, FL 33180 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.
* See discussion following footnotes concerning the Company's insurance
subsidiary financing.
(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
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$3.88 as to the remaining 45,000 shares granted pursuant to Mr. Meier's
employment agreement, options to 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, (e) options
to purchase 250,000 shares of Common Stock at $1.06 per share which vested on
November 2, 1997, (f) options to purchase 500,000 shares of Common Stock at
$1.06 per share which vested on May 1, 1997 granted pursuant to Mr. Meier's new
employment agreement, (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 unvested options to purchase 1,000,000 shares of Common Stock
at $1.06 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) Reflects 416,666 and 250,000 shares of Common Stock purchased by Lynda Meier
and Eric Meier, respectively, the sister and brother of Bradley I. Meier, in the
insurance subsidiary financing after the record date. Lynda Meier and Eric Meier
have subsequently executed proxies pursuant to which Bradley I. Meier was given
voting rights with respect to their shares.
(6) 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, (d) 214,938 shares of Common Stock issuable upon conversion of Series A
and Series M Preferred Stock owned by such person, (e) options to purchase
500,000 shares of Common Stock at $1.06 per share which vested on November 2,
1997, 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 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.
(7) 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.
(8) Consists of options to purchase 100,000 shares of Common Stock at $1.00 per
share. Mr. Slogoff is a director of the Company.
(9) Consists of options to purchase 100,000 shares of Common stock at $1.00 per
share. Mr. Wilentz is a director of the Company.
(10) 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
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Bradley Meier and Norman Meier, the son and former spouse of Ms. Meier,
respectively. Ms. Meier is managing general partner of Belmer.
(11) 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.
(12) Consists of (i) 2,076,667 shares of common stock held by Lancer Partners
LP, (ii) 2,000,000 shares of common stock held by Lancer Offshore, Inc., (iii)
435,000 shares of common stock held by Lancer Voyager Fund (collectively
referred to herein as the "Lancer Entities") and (iv) 307,000 shares held by
Michael Lauer, a principal in each of the Lancer Entities. Mr. Lauer has
informed the company that the Lancer Entities and Mr. Lauer intend to file a
Schedule 13D as a group with respect to their ownership of common stock of the
company.
(13) See footnotes (1) - (8) above.
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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 has recently completed a private placement equity financing
for $6.72 million with various institutional and/or otherwise accredited
investors for its recently formed subsidiary, Universal Property & Casualty
Insurance Company. Such proceeds are being utilized to meet minimum regulatory
capitalization requirements ($5,300,000) required by the Florida Department of
Insurance to obtain an insurance company license to engage in the type of
homeowners insurance company business which is planned and for general working
capital purposes. Pursuant to such financing, the Company is issuing 11,208,996
shares of the Company's restricted Common Stock at $.60 per share. While such
financing and the number of shares of the Company's Common Stock to be issued
pursuant thereto may constitute a change of control (defined to mean the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise) of the Company, prior to any shareholders
meeting, current management will be in a position to exercise defacto control
over the affairs of the Company. Management is not aware of any voting
arrangements or understandings by or among the investors who have invested.
However, the new investors in such financing will collectively possess voting
control.
No shareholder will have statutory preemptive rights regarding any future
issuance of any shares of Common Stock.
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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, Quarterly Report on Form 10-QSB for the quarter ended July
31, 1997, as amended, Quarterly Report on Form 10-QSB for the quarter ended
October 31, 1997, as amended, and Form 10-QSB for the quarter ended January 31,
1998 are incorporated by reference herein.
BY ORDER OF THE BOARD
OF DIRECTORS
------------------------
Bradley Meier, President
------------------------
Irwin Kellner, Secretary
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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.
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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 June, 1998.
UNIVERSAL HEIGHTS, INC.
By:-----------------------------
Bradley I. Meier, President
(SEAL)
ATTEST:
By:
Irwin Kellner, Secretary
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