-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CLCoBFZyTEEoaEZ2+21kmDHp2a3qbOH4hFvdd1XcCgz/KVJbNHLkWDL7ohESLdAj u38JqGCXbK7Cn1bNlfGvvg== 0000950134-96-004708.txt : 19960910 0000950134-96-004708.hdr.sgml : 19960910 ACCESSION NUMBER: 0000950134-96-004708 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960906 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEARCH CAPITAL GROUP INC CENTRAL INDEX KEY: 0000318672 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 411356819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-09539 FILM NUMBER: 96626805 BUSINESS ADDRESS: STREET 1: 700 N PEARL ST STE 400 STREET 2: PLZ OF THE AMERICAS NORTH TOWER CITY: DALLAS STATE: TX ZIP: 75201-7490 BUSINESS PHONE: 2149656000 MAIL ADDRESS: STREET 1: 700 N PEARL STE 400,NORH TOWER STREET 2: PLAZA OF THE AMERICAS CITY: DALLAS STATE: TX ZIP: 75201-7490 FORMER COMPANY: FORMER CONFORMED NAME: SEARCH NATURAL RESOURCES INC DATE OF NAME CHANGE: 19920703 DEFA14A 1 ADDITIONAL DEFINITIVE PROXY MATERIALS 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 SEARCH CAPITAL GROUP, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) NOT APPLICABLE - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): / / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: - -------------------------------------------------------------------------------- /X/ 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: - -------------------------------------------------------------------------------- ================================================================================ 2 [SEARCH CAPITAL GROUP, INC. LETTERHEAD] September 3, 1996 Dear Shareholder: Enclosed are our financial statements for the first quarter which are self-explanatory. I thought I would use this opportunity to again convey the importance of our upcoming shareholders' meeting on October 1st, and share with you some of the strategies and reasoning behind the proposal for the 1 for 8 reverse stock split that we are asking you to approve. 1. NASDAQ National Market Listing - With our common stock trading at $1.13 per share in a very volatile Over-the-Counter market, we feel that it is essential to become relisted with NASDAQ, which requires at least a $3.00 per share stock price. Being listed on NASDAQ should enhance the trading ability of Search's stock by giving broader visibility to the stock's trading activity and, thereby, make trade information available to a wider range of potential investors. 2. Institutional investment - In order for broker/dealers, banks and other lenders to provide margin loans secured by a company's stock, the stock must have an average bid price of at least $5.00 per share. By increasing the price of Search's shares above $5.00 per share, we hope to attract larger institutional and individual investors who want (or need) to take advantage of the ability to margin their stock. 3. Mergers & Acquisitions - We have previously discussed our intention to grow by acquisition of other companies and/or portfolios. Stocks which trade at or near $1.00 per share fall into a category known as "penny stocks" and are considered to be too volatile and speculative to be utilized for making acquisitions of other companies. Increasing the per share trading price of Search's stock should make our securities more attractive to the financial community and the investing public, thereby making the stock a more viable currency to be used for potential acquisitions. Utilizing stock for acquisitions enables your company to preserve cash for growth requirements, while increasing equity which can be leveraged for growth-directed debt financing. Generally speaking, companies who have had positive happenings during the past year and who anticipate growth and increased earnings realize a benefit in stock price from a stock split, especially when it is done for positive, constructive reasons. We feel this is the case in our scenario and request your support in voting for the same. Finally, please be mindful that, management benefits only if the value of our stock increases for shareholders. We are all in the same boat together, and your continuing confidence and support are most appreciated. Thanks for your continued support. Sincerely, /s/ GEORGE C. EVANS GCE:li Enclosure -----END PRIVACY-ENHANCED MESSAGE-----