IRON HOLDING CORP.
88-90 103rd Ave.
Ozone Park, N.Y. 11417
COMMISSION FILE NUMBER 0-23208
DISCLOSURE STATEMENT
PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
Introduction
This Statement is being mailed on or about January 14, 1998 to holders
of record on December 24, 1997 of the shares of Common Stock, par value $.001
per share (the "Common Stock") of Iron Holdings Corp., a Nevada corporation
(the "Company"). It is being furnished in connection with the change of the
Company's directors to be effected at a Board meeting to be held at the
closing of the transaction discussed below, to be held on or about
(approximately) January 24, 1998. The holders of a majority of the Company's
issued and outstanding common stock have approved the transactions described
hereinbelow by consent on or about December 24, 1997.
Background of Transaction and Change in Control
Pursuant to the terms of an agreement between the Company and CRT
Corporation, a Nevada corporation ("CRT") and CRT's stockholders (the
"Agreement"), the Company has agreed to acquire all of CRT's issued and
outstanding shares of common stock (collectively, the "CRT Stock") in
exchange for an aggregate of 8,748,000 "restricted" shares of the Company's
Common Stock (the "CRT Transaction"). As of the date of this Disclosure
Statement, there are 6,687,000 shares of the Company's Common Stock issued
and outstanding. However, simultaneous with the proposed closing of the
Agreement, it is the intention of the Company to unwind the prior transaction
between the Company and Iron Holdings Corp., a New York corporation ("Old
Iron"), wherein an aggregate of 4,500,000 "restricted" shares of the
Company's common stock were issued in exchange for all of the issued and
outstanding shares of Old Iron. Accordingly, if all of the issued and
outstanding shares of CRT Stock are exchanged for the Company's Common Stock,
the holders thereof will own approximately 80% of the Company's 10,935,000
shares of Common Stock which would then be issued and outstanding.
Upon consummation of the CRT Transaction, the Company's current officers
and directors will resign and will be replaced by Directors and Officers
selected by CRT's management (see "Directors and Executive Officers of CRT
and Related Transactions"). Also, as part of the terms of the CRT
Transaction, at closing the name of the Company will change to "CRT Holding
Corp."
Consummation of the CRT Transaction will result in a change of control.
If the CRT Transaction is not consummated, the Company's current officers and
directors will not resign and there will not be a change in control. The
Company anticipates, but cannot assure, that the Agreement will be executed
on or before January 23, 1998, with the closing to occur shortly thereafter.
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Reason for Disclosure Statement
Pursuant to the laws of the State of Nevada, the holders of a majority
of the issued and outstanding common stock of the Company have approved the
unwinding of the Old Iron transaction, as well as the proposed merger between
the Company and CRT on or about December 24, 1997. Because a majority of the
Company's directors are expected to be changed in a manner otherwise than at
a meeting of stockholders, the Company is required pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, to provide
its stockholders and the Securities and Exchange Commission (the
"Commission") with certain information not less than ten days prior to the
date on which the change will take place, or such other time period as may be
established by the Commission. This Disclosure Statement is being filed with
the Commission and sent to stockholders in compliance with that Rule.
Information Relating to the Company's Securities
The Company's total authorized capital consists of 500,000,000 Common
Shares, $0.001 par value per share, and 25,000,000 Preferred Shares, $0.01
par value per share. Each outstanding share of Common Stock entitles the
record holder thereof to one vote on all matters which are to be presented to
stockholders for their consideration. The Common Stock is the only issued
and outstanding security of the Company.
Principal Stockholders
The following table sets forth as of the date of this report certain
information with respect to all those known by the Company to be record or
beneficial owners of more than 5% of its outstanding Common Stock, each
Director and all Directors and Officers as a group.
Name and Amount and
Address of Nature of
Title of Beneficial Beneficial Percent of
Class Owner Ownership Class
Common Anthony E. Gurino 2,000,000 29.9%
86-20 164th Avenue
Queens, NY 11414
Common Angelo Gurino, Sr. 2,000,000 29.9%
164-53 85th
Howard Beach, NY 11414
Common Dennis Sommeso 490,000 7.3%
2 Bushwick Street
Melville, NY 11747
Common All Officers & 4,490,000 67.1%
Directors as a Group
(3 persons)
_________________
The following table sets forth as of the date hereof, certain
information with respect to all those known by the Company who, retroactively
assuming consummation of the CRT Transaction, would be the record or
beneficial owners of more than 5% of its outstanding Common Stock, each
newly-appointed director and executive officer of the Company and all newly-
appointed Directors as a group. The listed stockholders hold sole voting and
investment power over their respective shares.
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Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
Louis Cherry Chairman of the 2,747,539 25.1%
1500 Quail St. Board
Suite 550
Newport Beach, CA 92660
Albert Reda CEO, Corporate Secretary, 837,200 7.7%
2557 Oxford Lane Director
Costa Mesa, CA 92626
Mark R. Frauman President, Director 98,280 1%
27882 Springwater
Lake Forest, CA 92630
Sam Kram Director 97,734 .9%
540 Fox Hunt Circle
Longwood, FL 32750
All Proposed Directors 3,780,753 34.7%
and Officers as a
Group (4 persons)
Biographies of CRT Corporation Management
Louis B. Cherry, Chairman of the Board of CRT Corporation, which position
he has held since September 1996. For the 20 years prior thereto, Mr. Cherry
was self-employed in the food industry, specifically the food processing, meat
processing and food distribution industries. Mr. Cherry received a Bachelor of
Arts degree from UCLA. He devotes substantially all of his time to the business
of CRT.
Albert Reda, CEO, Secretary and a director of CRT Corporation. Mr. Reda
assumed his aforesaid positions in July 1997 and September 1996, respectively.
Prior, from January 1991 through August 1996, Mr. Reda was self-employed as a
real estate investor. Mr. Reda received a Bachelor of Science degree from
California State University in 1972. He devotes substantially all of his time
to the business of the Company.
Mark R. Frauman, director, a position he assumed in February, 1997. In
addition to his position with CRT, since February 1997 Mr. Frauman has been the
regional manager of Connectel, Inc., Hayward CA, a company engaged in the
business of installation of cell sites for cellular phones. Prior, from January
1996 through February 1997, Mr. Frauman was regional manager of P.S.A., Concord
CA, a company engaged in business consulting in the real estate industry. From
February 1994 through January 1996, Mr. Frauman was president of ProcureNet,
Inc., Irvine, CA, a company which had an exclusive arrangement with the US
government to assist the government in purchasing. From 1987 through January
1994, Mr. Frauman was an independent investor in real estate in California and
elsewhere. Mr. Frauman received a Bachelor of Arts degree from California State
University - Northridge and is presently enrolled at the University of
California - Irvine's Graduate School of Management in their international
business program. he devotes only such time as necessary to the business of
the Company.
Sam Kram, Director of CRT Corporation, a position he assumed in February,
1997. In addition to his position with CRT, since April 1991 Mr. Kram has been
employed as the general manager of Bayshore Inn Resort, Lakemary, Florida, a
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resort hotel. Mr. Kram devotes only such time as necessary to the business of
CRT.
Legal Proceedings
There are no legal proceedings to which any director, officer or affiliate
of the Company, any owner of record or beneficially of more than five percent of
the Company's Common Stock, or any associate of any of the foregoing, is a party
adverse to the Company or any of its subsidiaries or has a material interest
adverse to Company or any of its subsidiaries.
Directors and Executive Officers of CRT and Related Transactions
Directors and Executive Officers.
If and when the CRT Transaction is consummated, the Company's current
officers and directors will resign and will be replaced, without stockholder
action, by the following Officers and Directors:
Name Age Position
Louis Cherry 70 Chairman of Board
Albert Reda 52 CEO, Secretary, Director
Mark R. Frauman 45 President, Director
Sam Kram 61 Director
Compensation
Messrs. Cherry and Reda each receive annual salaries of $180,000. Mr.
Frauman receives an annual salary of $78,000. In addition, Mr. Kram, the only
outside director of CRT, receives annual compensation of $12,000. It is
anticipated that these salaries will remain constant after the CRT Transaction
has been consummated. There are no employment agreements between CRT and its
executive officers or directors, but it is expected that both Messrs. Cherry and
Reda may execute employment agreements with the Company upon closing of the
Transaction.
In addition, the Company may award stock options to key employees, members
of management, directors and consultants under stock option programs as bonuses
based on performance.
Standing Audit, Nominating and Compensation Committees.
The Board of Directors of the Company has no standing audit, nominating or
compensation committees.
Information Relating to Board of Directors Meetings.
The Company presently has three Directors. During the fiscal year-ended
June 30, 1997, the Directors held four meetings of the Board of Directors, or
otherwise consented to action to be taken at such a meeting. Subsequently, the
Company's Board has met five additional times, or has consented to action to be
taken at such a meeting.
Compensation of Directors and Executive Officers of the Company
The following table reflects all forms of compensation for services to the
Company for the six month period ended June 30, 1997 of the Chief Executive
Officer of the Company.
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SUMMARY COMPENSATION TABLE
Long Term Compensation
____________________________
Annual Compensation Awards Payouts
_____________________ ____________________ _______
Securities
Other Under- All
Name Annual Restricted lying Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($) ($) ($) (#) ($) ($)
__________ ____ ______ _____ ______ ________ _______ _______ ______
Anthony E.
Gurino 1997 $39,000 $5,000 $ 0 $ 0 $ 0 $ 0 $4,620
President &
Director(1)
_________________________
(1) The information provided herein discloses the compensation received by Mr.
Anthony Gurino for the period indicated. However, Mr. Gurino assumed his
positions with the Company in March 1997, as part of the reorganization of
the Company with Old Iron. The Company did not begin paying any salaries
or other compensation to Mr. Gurino until April 1997.
The Company maintains a policy whereby the directors of the Company may be
compensated for out of pocket expenses incurred by each of them in the
performance of their relevant duties. The Company did not reimburse any
director for out of pocket expenses during the six month period ending June 30,
1997.
In addition to the cash compensation set forth above, the Company
reimburses each executive officer for expenses incurred on behalf of the Company
on an out of pocket basis. The Company cannot determine, without undue expense,
the exact amount of such expense reimbursement. However, the Company believes
that such reimbursements did not exceed, in the aggregate, $10,000 during the
six month period ended June 30, 1997.
In May 1997, the Company entered into two employment agreements with
Anthony Gurino and Angelo Gurino, each of whom is an officer, director and
principal shareholder of the Company. Annual combined compensation under these
contracts total $190,000 in the fiscal year ending June 30, 1998, gradually
increasing to $495,000 in the fiscal year ending June 30, 2007. However, as of
June 30, 1997, Mr. Anthony Gurino drew approximately 75% of his salaries due
pursuant to the agreement and Mr. Angelo Gurino did not take any balances due
thereunder, but all unpaid salaries are being accrued by the Company. As part
of the terms of the unwinding of the Old Iron transaction described hereinabove,
these employment contracts will be terminated by the consent of all of the
parties thereto and any obligations owed by the Company to its current
management (who will resign upon the closing of the CRT Transaction) arising
therefrom will be discharged and released by mutual consent.
The Company has no bonus or incentive plans in effect, nor are there any
understandings in place concerning additional compensation to the Company's
officers or directors.
Dated: January 13, 1998.
IRON HOLDINGS CORP.
/s/ Anthony Gurino
Anthony Gurino, President
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