NEWSTATE HOLDINGS INC
DEF 14A, 2000-10-06
SEMICONDUCTORS & RELATED DEVICES
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                            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))
[X] Definitive Proxy Statement
[ ] Definitive Additional  Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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                             NEWSTATE HOLDINGS, INC.

                 (Name of Registrant as Specified in its Charter
                                       and
                     Name of Person Filing Proxy Statement)

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Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 with 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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<PAGE>
                             NEWSTATE HOLDINGS, INC.
                         156 W. 56th Street, Suite 2005
                            New York, New York 10019

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD NOVEMBER 9, 2000

<TABLE>
<CAPTION>

<S>                                      <C>
TIME..............................       9:00 a.m. local time on Thursday, November 9, 2000

PLACE...........................         Law Offices of Pitney, Hardin, Kipp & Szuch LLP
                                         711 Third Avenue
                                         New York, New York 10017

ITEMS OF BUSINESS.........               1. To elect 4 directors.

                                         2. Such other business as may properly come before the meeting.

RECORD DATE................                    Stockholders of record at the close of business on September 29, 2000 are
                                         entitled to notice of and to vote at the meeting.

ANNUAL REPORT............                      The Corporation's Form 10-KSB for the fiscal year ending March 31, 2000,
                                         which is not a part of the proxy soliciting material, is enclosed.

PROXY VOTING...............                    You may vote by mail or in person at the Annual Meeting. You may revoke
                                         your proxy at any time prior to its exercise by delivering to NewState
                                         Holdings, Inc. a later-dated proxy or written notice of revocation.

</TABLE>

October 6, 2000

                  IMPORTANT - PLEASE RETURN YOUR PROXY PROMPTLY


<PAGE>


                             NEWSTATE HOLDINGS, INC.
                         156 W. 56th Street, Suite 2005
                            New York, New York 10019
                            -------------------------

                                 PROXY STATEMENT
                              Dated October 6, 2000

                       GENERAL PROXY STATEMENT INFORMATION

         This Proxy Statement is furnished in connection  with the  solicitation
by the Board of Directors of NewState Holdings, Inc. ("NewState Holdings,  Inc."
or the  "Corporation")  of proxies for use at the Annual Meeting of Stockholders
of the Corporation  (the "Annual  Meeting") to be held at the offices of Pitney,
Hardin,  Kipp & Szuch  LLP,  711  Third  Avenue,  New  York,  New York  10017 on
Thursday,  November 9, 2000 at 9:00 a.m. local time. The business expected to be
voted upon at the Annual  Meeting is the election of four persons  named in this
proxy  statement  to serve as  directors.  This proxy  statement  is first being
mailed to stockholders on approximately October 6, 2000.

Proxies

         Your vote is important.

         Because many  stockholders  cannot attend the Annual Meeting in person,
it is necessary that a large number be represented by proxy.  Any stockholder of
record giving a proxy has the right to attend and to vote at the Annual  Meeting
in person.

Who Can Vote

         The record date for determining stockholders entitled to notice of, and
to vote at, the Annual  Meeting is September  29,  2000.  Only  stockholders  of
record as of that date will be entitled to notice of, and to vote at, the Annual
Meeting. On the record date, 11,508,684 shares of common stock, $0.01 par value,
were  outstanding and eligible to be voted at the Annual Meeting.  Each share of
common stock is entitled to one vote per share.

How to Vote Your Shares

          Your vote is  important  and you are  encouraged  to vote your  shares
promptly.

          Each proxy  submitted will be voted as directed.  However,  if a proxy
solicited by the Board of Directors  does not specify how it is to be voted,  it
will be voted as the  Board  recommends  - that is,  FOR the  election  of the 4
nominees for director  named in this proxy  statement.  If any other matters are
properly  presented at the meeting for  consideration  that are not described in
this proxy statement,  the proxies will use their own judgement to determine how
to vote your shares.  At the date this proxy statement went to print, we did not
anticipate that any other matters would be raised at the meeting.

          You may vote your shares by mail. To vote by mail,  please date, sign,
and mail your proxy card in the envelope provided as soon as possible.

          Regardless of whether you elect to vote your shares by mail,  you will
be able to vote in person or revoke  your proxy if you  follow the  instructions
provided below in the section entitled "To Revoke Your Proxy Instructions."

        If you hold your shares through a bank,  broker or other  nominee,  they
will give you separate instructions for voting your shares.

To Revoke Your Proxy Instructions

      The  method by which you vote  will not  limit  your  right to vote at the
meeting if you later decide to attend in person.  If your shares are held in the
name of a bank,  broker or other  holder  of  record,  you must  obtain a proxy,
executed  in your  favor,  from the holder of record,  to be able to vote at the
meeting.  If you  submit a proxy and then  wish to  change  your vote or vote in
person  at the  meeting,  you  will  need to  revoke  the  proxy  that  you have
submitted.  You can revoke  your  proxy at any time  before it is  exercised  by
delivery of a properly  executed,  later-dated proxy or a written  revocation of
your proxy. A later dated proxy or written  revocation  must be received  before
the meeting by the  Secretary  of the  Corporation,  Jin K. Kim,  at 156 W. 56th
Street,  Suite 2005,  New York,  New York 10019,  or it must be delivered to the
Secretary of the Annual Meeting  before  proxies are voted.  You will be able to
change  your  vote  as  many  times  as you  wish  and the  last  vote  received
chronologically will supercede any prior votes.

Required Vote

         Directors  will be  elected  by a  plurality  of the votes  cast at the
Annual Meeting.  At the Annual  Meeting,  an inspector of election will tabulate
ballots  cast by  stockholders  present  and  voting in person and votes cast by
proxy. Under applicable state law and NewState  Holdings,  Inc.'s Certificate of
Incorporation  and By-laws,  abstentions  and broker  non-votes  are counted for
purposes of  establishing  a quorum but otherwise do not count.  Generally,  the
approval of a specified  percentage of shares voted at a stockholder  meeting is
required to approve a proposal and thus abstentions and broker non-votes have no
effect on the outcome of a vote.

         All shares  represented  by valid  proxies  received  pursuant  to this
solicitation  will be voted in favor of the four  nominees  named in this  Proxy
Statement  unless the stockholder  specifies a different  choice by means of his
proxy or revokes the proxy prior to the time it is  exercised.  Should any other
matters  properly come before the Annual  Meeting,  the persons named as proxies
will vote upon such matters in their discretion.

Solicitation of Proxies

         This proxy  solicitation is being made by the Board of Directors of the
Corporation and the cost of the solicitation will be paid by the Corporation. In
addition to the use of the mails,  proxies  may be  solicited  personally  or by
telephone or facsimile transmission by officers,  directors and employees of the
Corporation who will not be paid for solicitation  activities.  Arrangements may
be made with brokerage houses and other custodians, nominees and fiduciaries for
forwarding  solicitation  material  to the  beneficial  owners of shares held of
record  by such  persons,  and the  Corporation  will  reimburse  them for their
reasonable expenses incurred in forwarding the materials.

Stockholder Proposals

         Pursuant  to Rule  14a-8  under the  Securities  Exchange  Act of 1934,
stockholders  who intend to submit  proposals  at the 2001 Annual  Meeting  must
submit such proposals to the Secretary of the  Corporation no later than June 6,
2001 in order for them to be  included  in the Proxy  Statement  and the form of
Proxy to be distributed by the Board in connection with that meeting.

         If a  stockholder  wishes  to have a  proposal  considered  at the 2001
Annual  Meeting but does not  utilize the process set forth in Rule 14a-8,  Rule
14a-4(c)  controls the timely filing of such proposals.  Under Rule 14a-4(c),  a
stockholder  proposal for the 2001 Annual Meeting is not timely unless delivered
to or mailed to the Secretary of the Corporation no later than August 21, 2001.

         It is recommended that stockholders  submitting proposals or notices of
proposals direct them to the Secretary of the Corporation and utilize  Certified
Mail-Return  Receipt Requested.  Stockholders'  proposals should be submitted to
NewState Holdings,  Inc.,  156 W. 56th  Street,  New York,  New York 10019 Attn:
Secretary.

         If the Corporation  changes its 2001 Annual Meeting date to a date more
than 30 days  from the  date of its  2000  Annual  Meeting,  then  the  deadline
referred to above will be changed to a  reasonable  time before the  Corporation
begins to print and mail its proxy  materials.  If the  Corporation  changes the
date of its 2001  Annual  Meeting  in a manner  that  alters the  deadline,  the
Corporation  will so state  under Item 5 of the first  quarterly  report on Form
10-QSB  it files  with  the SEC  after  the  date  change,  or will  notify  its
stockholders by another reasonable method.

                          GOVERNANCE OF THE CORPORATION

         Pursuant to Delaware corporation law and the Corporation's  Certificate
of  Incorporation  and By-laws,  the business and affairs of the Corporation are
managed under the direction of the Board of Directors.  Members of the Board are
kept  informed  of the  Corporation's  business  through  discussions  with  the
Chairman  and  officers,   by  reviewing  materials  provided  to  them  and  by
participating  in  meetings  of the  Board  and its  committees.  Ernest B. Kim,
Chairman, President and Chief Executive Officer of the Corporation,  also serves
as a director  of the  Corporation's  operating  subsidiary  in Korea,  NewState
Capital Co., Ltd.

Compensation of Directors

         Our inside directors do not currently  receive cash  compensation  from
the Corporation for their service as members of the Board of Directors, although
they are reimbursed for certain  expenses in connection with attendance at Board
meetings.  Our outside  directors  receive  $500 per month as  compensation  for
service as members of the Board of  Directors.  There are  currently two outside
members of the Board of Directors. We do not provide additional compensation for
committee participation or special assignments of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Corporation's directors and executive officers to file reports relating to their
ownership  and changes in ownership of the  Corporation's  common stock with the
Securities  and  Exchange  Commission.  Based  on  information  provided  by the
Corporation's directors and executive officers and a review of such reports, the
Corporation  believes  that all  required  reports  were filed on a timely basis
during the 1999 fiscal year ending on March 31, 2000.


<PAGE>



         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table and  accompanying  notes sets  forth  information
regarding  beneficial  ownership of NewState Holdings,  Inc. common stock by all
stockholders who own 5% or more of the Corporation's common stock, by Mr. Ernest
B. Kim, the only director and executive officer for whom individual  information
is required to be set forth in this Proxy Statement pursuant to the rules of the
Securities and Exchange Commission,  and by directors and all executive officers
as a group.  The  ownership  reflected in the table is accurate as of August 31,
2000.  Beneficial  ownership has been determined for purposes of completing this
table in accordance  with Rule 13d-3 of the Securities  Exchange Act of 1934, as
amended.

<TABLE>
<CAPTION>

                           Beneficial Ownership of NewState Holdings, Inc. Common Stock

                                                 Number of Common Shares Beneficially
Name of Beneficial Owner                                       Owned (1)                               Percent of Class
------------------------                                       ---------                               ----------------
         <S>                                                   <C>                                          <C>
         NewState Capital Corp.                                8,000,000 (2)                                69.51%

         Ernest B. Kim, Chairman, President                    8,000,000 (3)                                69.51%
         and Chief Executive Officer

         Misoo Kim                                             8,000,000 (4)                                69.51%

         The Kim Voting Trust                                  8,000,000 (5)                                69.51%


Directors and Executive Officers of                            8,000,000 (6)                                69.51%
NewState Holdings, Inc. as a group (4
persons)

</TABLE>

NOTES:

(1)      Beneficially  owned shares  include  shares over which the named person
         exercises  either  sole or  shared  voting  power  or  sole  or  shared
         investment power.  Beneficially  owned shares also include shares owned
         (i) by a spouse,  minor children or by relatives sharing the same home,
         (ii) by entities owned or controlled by the named person,  and (iii) by
         other  persons if the named person has the right to acquire such shares
         within 60 days by the exercise of any right or option. Unless otherwise
         noted,  all shares are owned of record  and  beneficially  by the named
         person.

(2)      NewState Capital Corp., a privately held New York  corporation,  is the
         record owner of these  shares.  Mr. Kim is the record owner of 20.9% of
         the outstanding  shares of NewState Capital Corp. Mr. Kim's wife is the
         record  owner of  16.7% of the  outstanding  shares,  and  62.4% of the
         outstanding  shares are held in a voting  trust for the  benefit of Mr.
         Kim's three (3) children. Mr. Kim's wife is the trustee of the trust.

(3)      NewState Capital Corp. is the record owner of these shares.  Mr. Kim is
         the record owner of 20.9% of the outstanding shares of NewState Capital
         Corp.  Mr. Kim's wife is the record  owner of 16.7% of the  outstanding
         shares,  and 62.4% of the outstanding shares are held in a voting trust
         for the benefit of Mr. Kim's three (3) children.  Mr. Kim's wife is the
         trustee of the trust.

(4)      NewState Capital Corp. is the record owner of these shares. Mrs. Kim is
         the record owner of 16.7% of the outstanding shares of NewState Capital
         Corp.  Mrs.  Kim's  husband  is  the  record  owner  of  20.9%  of  the
         outstanding  shares,  and 62.4% of the outstanding shares are held in a
         voting trust for the benefit of Mrs. Kim's three (3) children. Mrs. Kim
         is the trustee of the trust.

(5)      NewState Capital Corp. is the record owner of these shares.  Mr. Kim is
         the record owner of 20.9% of the outstanding shares of NewState Capital
         Corp.  Mr. Kim's wife is the record  owner of 16.7% of the  outstanding
         shares,  and 62.4% of the outstanding shares are held in a voting trust
         for the benefit of Mr. Kim's three (3) children.  Mr. Kim's wife is the
         trustee of the voting trust and has the  exclusive  power to: (i) vote,
         or to direct the voting of, the  securities,  and (ii)  dispose,  or to
         direct the disposition of, the securities.

(6)      NewState Capital Corp. is the record owner of these shares.  Mr. Kim is
         the record owner of 20.9% of the outstanding shares of NewState Capital
         Corp.  Mr. Kim's wife is the record  owner of 16.7% of the  outstanding
         shares,  and 62.4% of the outstanding shares are held in a voting trust
         for the benefit of Mr. Kim's three (3) children.  Mr. Kim's wife is the
         trustee of the trust.


                       PROPOSAL 1 - ELECTION OF DIRECTORS

         NewState  Holdings,  Inc.'s  Certificate of  Incorporation  and By-laws
authorizes a maximum of six  directors,  but leaves the exact number to be fixed
by resolution of the Corporation's  Board of Directors.  The Corporation's Board
has fixed the number of directors at four (4), effective November 9, 2000.

         Pursuant to NewState  Holdings,  Inc.'s  By-Laws,  the directors of the
Corporation are elected annually.

         Ernest B. Kim,  Jin K. Kim,  Sun W.  Young and A.  Sungil  Noh are each
being nominated for one year terms extending to the 2001 Annual Meeting, If, for
any reason,  any of the nominees  become  unavailable  for  election,  the proxy
solicited  by the  Board of  Directors  will be voted for a  substitute  nominee
selected by the Board.  The Board has no reason to believe that any of the named
nominees is not available or will not serve if elected.

         The names of the nominees for  election and certain  information  about
each of them are set forth below.


<PAGE>



                        Nominees for 2000 Annual Meeting

ERNEST B. KIM,  46. Mr. Kim is the founder of NewState  Capital Co.,  Ltd.,  the
Corporation's  operating  subsidiary in Korea. He is the primary  decision maker
for management. From December 1998 to the present, Mr. Kim has been the chairman
of the board and the chief executive officer of NewState Capital,  and from July
1999 to the present the  chairman  of the board and chief  executive  officer of
NewState Holdings,  Inc. From 1991 to 1998, Mr. Kim was the district manager for
Massachusetts  Mutual Financial  Services,  a financial  consulting and planning
firm.

JIN K. KIM, 43. From July 1999 until present,  Mr. Kim has been a Vice President
and Director of NewState  Holdings,  Inc. Mr. Kim was also elected  Secretary of
NewState Holdings,  Inc. on May 1, 2000 by the Board of Directors.  From 1996 to
1999, Mr. Kim was manager of mortgage  originations at NewLife  Financial Co., a
licensed  mortgage  broker.  From  1994  to  1996,  Mr.  Kim  was a  manager  of
export/import  at Grace  International,  Inc.,  a  general  merchandise  trading
company.

SUN W. YOUNG,  51. Mr. Young has been a Director of the  Corporation  since July
1999. He also served as Secretary of NewState from July 1999 until January 2000.
Mr. Young received his law degree from Hofstra  University School of Law in 1989
and has been an  attorney  at law  licensed  in the  States  of New York and New
Jersey since that time.

A. SUNGIL NOH,  40. Mr. Noh has been a Director of NewState  since June 9, 2000.
Mr. Noh is the  principal  of the  accounting  firm,  A.  Sungil Noh,  CPA,  and
practices  in the States of New York,  New Jersey  and  Massachusetts.  Prior to
establishing  his firm in August 1997, he worked with two of the world's largest
accounting    and    consulting    firms,    Ernest   &   Young    L.L.P.    and
PricewaterhouseCoopers  L.L.P.,  for  twelve  (12) years as  Practice  Leader of
Korean  Business  Group  and  Senior  Manager.  His  responsibilities   included
providing tax and consulting  services to U.S., Korean,  Japanese,  and European
companies in a variety of industries,  including  investment  banking and broker
dealers. His business and community services include;  financial and tax advisor
to the Korean Chamber of Commerce and Industry of U.S.A., Inc., internal auditor
of the Palisades Park Chamber of Commerce,  internal  accountant of Presbyterian
Church of Palisades,  and President of the Binghamton  University  Korean Alumni
Association.  His professional affiliations comprise memberships in the American
Institute  of Certified  Public  Accountants  and the New York State  Society of
Certified  Public  Accountants and a register CPA of the States of New York, New
Jersey and Commonwealth of Massachusetts.

         No director of NewState Holdings,  Inc. is also a director of any other
company registered  pursuant to Section 12 of the Exchange Act or subject to the
requirements  of Section 15(d) of the Exchange Act or any company  registered as
an investment company under the Investment Company Act of 1940.

Recommendation and Vote Required on Proposal 1

         THE NEWSTATE HOLDINGS,  INC. BOARD UNANIMOUSLY  RECOMMENDS A VOTE "FOR"
THE NOMINATED SLATE OF DIRECTORS INCLUDED IN PROPOSAL 1.

         Directors  will be  elected  by a  plurality  of the votes  cast at the
NewState Holdings, Inc. Meeting, whether in person or by proxy.


<PAGE>


                             EXECUTIVE COMPENSATION

         The following table provides  summary  information for each of the last
two fiscal years  concerning cash and non-cash  compensation  paid to or accrued
for Ernest B. Kim, the  Corporation's  chief executive officer and president for
the past two years. No compensation in excess of $100,000 was awarded to, earned
by, or paid to any other executive officer of the Corporation  during the fiscal
years 1999 and 1998.

<TABLE>
<CAPTION>

                           Summary Compensation Table


                                                                               Long Term Compensation
                                        Annual Compensation                            Awards
                                        -------------------                            ------

                                                                                                 Securities
                                                                              Restricted         Underlying          All Other
   Name and Principal                                                           Stock             Options/          Compensation
        Position                Year        Salary ($)      Bonus ($)        Award (s) $           SARs(#)              ($)
        --------                ----        ----------      ---------        -----------           -------              ---
<S>                             <C>         <C>                  <C>               <C>               <C>                  <C>
Ernest B. Kim, Chairman,        1999        $532,881             -0-               -0-               -0-                  -0-
President & CEO                 1998         $42,000             -0-               -0-               -0-                  -0-


</TABLE>

Employment Contracts

         On  January  3,  2000,  NewState  Capital  entered  into an  employment
agreement  with Kwang Yong Koh, Vice  President and Chief  Operating  Officer of
NewState  Capital.  This agreement  obligates  NewState Capital to pay Mr. Ko an
annual salary of 56 million Korean Won (US$ 50,000),  plus a 0.05% commission on
the total amount of new mortgage  originations  per year  received by the branch
offices under Mr. Koh's control and supervision. This agreement is terminable at
will by NewState Capital.

                         INDEPENDENT PUBLIC ACCOUNTANTS

         The   Corporation's   independent   public   accountants,   Young   Wha
Corporation,  the  Ernest & Young  International  member  firm in Korea  ("Young
Wha"), have audited the books and records of NewState Holdings, Inc., as well as
the books and records of NewState Capital Co., Ltd., its operating subsidiary in
Korea,  for fiscal year ending March 31, 2000.  Selection of NewState  Holdings,
Inc.'s  independent  public accountants for the 2001 fiscal year will be made by
the Board of Directors subsequent to the Annual Meeting.

         Young  Wha  has  advised  NewState  Holdings,  Inc.  that  one or  more
representatives from Ernst & Young LLP in New York will be present at the Annual
Meeting to make a  statement  if they so desire  and to  respond to  appropriate
questions.

         The  Corporation  dismissed  its  prior  independent  auditors,  Arthur
Andersen LLP,  effective March 23, 2000. On that date the Corporation  appointed
Young Wha as its independent auditors.  These actions were approved by the Board
of Directors of the Corporation on March 23, 2000. The dismissal resulted from a
mutual agreement between Arthur Andersen LLP and the Corporation.

         The  Corporation  selected  and  approved  Young Wha after an extensive
evaluation  process  initiated  by the  Corporation's  Board of  Directors.  The
Corporation  had not  sought  the  advice  of  Young  Wha on  specific  audit or
accounting  issues relating to its financial  statements  prior to engagement of
that firm.

         The  report  of  Arthur  Andersen  LLP on the  Corporation's  financial
statements  for the years ended  December 31, 1998 and 1997 were modified due to
substantial  doubt  about  the  Corporation's  ability  to  continue  as a going
concern.

         In connection with the audits of the Corporation's financial statements
for the two most recent fiscal years and through March 28, 2000,  there had been
no  disagreements  with  Arthur  Andersen  LLP  on  any  matters  of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure,  which if not resolved to the  satisfaction  of Arthur  Andersen LLP,
would  have  caused  them to make  reference  thereto  in  their  report  on the
Corporation's financial statements for such years.


                                  OTHER MATTERS

         The Board of Directors is not aware of any other  matters that may come
before the Annual Meeting.  However, in the event such other matters come before
that  meeting,  it is the intention of the persons named in the proxy to vote on
any  such  matters  in  accordance  with  the  recommendation  of the  Board  of
Directors.

         Stockholders  are urged to sign the enclosed proxy,  which is solicited
on behalf of the Board of  Directors,  and return it to the  Corporation  in the
enclosed envelope.

                                      BY ORDER OF THE BOARD OF DIRECTORS

                                      ERNEST B. KIM
                                      ___________________________________
                                      Ernest B. Kim
                                      Chairman, President and
                                      Chief Executive Officer

New York, New York
October 6, 2000



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