-----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, QI6vCHIKLEYDaHBOtqyWOxvbDBay+1ijtaCWsJ1xVrN6OCiVbkc6TWnoj3JzVGEU cZzPEzzdGFqyn3YohkA4cw== 0000950152-95-002707.txt : 19951121 0000950152-95-002707.hdr.sgml : 19951121 ACCESSION NUMBER: 0000950152-95-002707 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951120 FILED AS OF DATE: 19951120 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAVENS METAL PRODUCTS INC CENTRAL INDEX KEY: 0000082172 STANDARD INDUSTRIAL CLASSIFICATION: TRUCK TRAILERS [3715] IRS NUMBER: 550398374 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-01709 FILM NUMBER: 95595012 BUSINESS ADDRESS: STREET 1: 861 E TALLMADGE AVE STREET 2: P O BOX 10002 CITY: AKRON STATE: OH ZIP: 44310-0002 BUSINESS PHONE: 2166304528 MAIL ADDRESS: STREET 2: P O BOX 10002 CITY: AKRON STATE: OH ZIP: 44310-0002 PRE 14C 1 RAVENS METALS PRE 14C 1 SCHEDULE 14C (Rule 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [x] Preliminary information statement [ ] Confidential, for use by the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive information statement RAVENS METAL PRODUCTS, INC. (Name of Registrant as Specified in Charter) JOHN J. STITZ, RAVENS METAL PRODUCTS, INC., P.O. BOX 10002, 861 E. TALLMADGE AVENUE, AKRON, OHIO 44310; (216) 630-4528 (Name of Person(s) Filing the Information Statement) Payment of filing fee (check the appropriate box): [x] $125 per Exchange Act Rule 0-11(c)(1)(ii), or 14c-5(g). [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 [ ] Fee paid previously with preliminary materials [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 2 RAVENS METAL PRODUCTS, INC. P.O. BOX 10002 861 E. TALLMADGE AVENUE AKRON, OH 44310 NOTICE OF ACTION TO BE TAKEN BY WRITTEN CONSENT TO THE SHAREHOLDERS OF RAVENS METAL PRODUCTS, INC.: NOTICE IS HEREBY GIVEN that, at a meeting held on September 12, 1995, the Board of Directors (the "Board") of Ravens Metal Products, Inc. (the "Company") approved a consolidation of the Company's stock by effecting a reverse stock split, so that each four (4) shares of common stock of the Company will be cancelled and exchanged for one (1) share of common stock of the Company. In connection with this reverse split, the Board also proposed, adopted and declared advisable an amendment to the Company's Certificate of Incorporation to reduce the authorized capital stock of the Company to Three Million Three Hundred Thousand (3,300,000) shares, of which Three Million (3,000,000) shares shall be Common Stock having a par value of One Penny ($.01) per share, and Three Hundred Thousand (300,000) shares shall be Preferred Stock having a par value of One Penny ($.01) per share. By written consent dated December 1, 1995 and delivered to the Company on that date, Jacob Pollock, holder of 87.51% of the Company's issued and outstanding stock, has approved the proposed amendment. Since shareholder approval of the amendment is thus assured, the Board has decided to dispense with the formality of a special meeting of shareholders. Management is not soliciting proxies or consents in connection with this matter, and shareholders are requested not to send proxies or consents to the Company. The Company expects to file the amendment with the Secretary of State of the State of Delaware as soon as practicable on or after December 21, 1995. The amendment will be effective when accepted for filing. As permitted by Delaware law, the Company has no present intention to redeem fractional interests. Under Delaware law, the reverse stock split and corresponding reduction in authorized stock do not give rise to dissenters' rights of appraisal. This notice constitutes the notice required by Section 228 of the Delaware General Corporation Law. YOU ARE HEREBY REQUESTED TO SURRENDER ANY CERTIFICATES FOR THE COMPANY'S COMMON STOCK IN YOUR POSSESSION (SEE THE ENCLOSED TRANSMITTAL LETTER AND MAILING ENVELOPE); SURRENDERED CERTIFICATES WILL BE EXCHANGED FOR NEW CERTIFICATES REFLECTING THE REVERSE STOCK SPLIT, INCLUDING ANY FRACTIONAL SHARE INTERESTS CREATED THEREBY. Nicholas T. George Secretary Akron, Ohio December 1, 1995 3 RAVENS METAL PRODUCTS, INC. INFORMATION STATEMENT GENERAL INFORMATION This Information Statement is being furnished to shareholders of Ravens Metal Products, Inc., a Delaware corporation (the "Company"), on or about December 1, 1995, in connection with approval by written action of an amendment to the Company's Certificate of Incorporation (the "Amendment"). The Company's principal executive offices are located at 861 E. Tallmadge Avenue, Akron, Ohio 44310; telephone (216) 630-4528. Management is not soliciting proxies or consents in connection with this matter, and shareholders are requested not to send proxies or consents to the Company. WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY VOTING RIGHTS AND RECORD DATE Only shareholders of record at the close of business on December 1, 1995 (the "Record Date") have the right to receive notice of and to act with respect to the proposed Amendment. As of the Record Date, 7,769,392 shares of the Company's $.01 par value common stock (the "Common Stock") were issued and outstanding. There were no shares of preferred stock of the Company issued and outstanding as of the Record Date, and there are presently no such shares issued and outstanding. Under Delaware law and the Company's Certificate of Incorporation and By-Laws, a majority of the issued and outstanding shares of Common Stock is required to approve the Amendment. Each shareholder of record is entitled to one vote for each share of stock held. However, since the consent executed and delivered to the Company by Jacob Pollock represents the consent of more than a majority of the issued and outstanding shares of the voting stock of the Company, the Amendment may be effected without further action of the Company's shareholders. AMENDMENT OF CERTIFICATE OF INCORPORATION On September 12, 1995, the Board of Directors of the Company adopted resolutions approving a one-for-four stock split and a corresponding reduction in the Company's authorized $.01 par value stock as follows: RESOLVED, that it is hereby declared advisable to consolidate the shares of the Company by effecting a reverse stock split, so that each four (4) shares of the common stock of the Company will be surrendered to the Company, cancelled and exchanged for one (1) share of common stock of the Company, and said reverse stock split is hereby adopted by this Board and shall be effected as of the earliest practicable date. 4 RESOLVED, that it is hereby declared advisable that the Certificate of Incorporation of Ravens Metal Products, Inc. (As Amended) be further amended by changing Article 5 thereof so that, as amended, the first paragraph of Article 5 shall be and read as follows: ARTICLE 5 The aggregate number of shares which the Corporation shall have authority to issue is Three Million Three Hundred Thousand (3,300,000) shares, of which Three Million (3,000,000) shares shall be Common Stock having a par value of One Penny ($.01) per share, and Three Hundred Thousand (300,000) shares shall be Preferred Stock having a par value of One Penny ($.01) per share. The remaining text of Article 5 shall not change. The Company expects to file the Amendment with the Secretary of State of the State of Delaware as soon as practicable on or after December 21, 1995. The Amendment will be effective when accepted for filing. There currently is no active public market for the Company's Common Stock. The Common Stock is traded over-the-counter and reported on "pink sheets," which are published periodically. The Chicago Corp., 208 LaSalle Street, Chicago, Illinois 60604 (telephone: 1-800-621-1674) makes a market in the Common Stock. The best knowledge and belief of the Company is that the stock has not actively traded during the last two years and that The Chicago Corp. has maintained a bid price ranging from $.10 to $.25 per share during that period. The current bid price is $.25 per share. The Company is aware that a small number of transactions, most of which involved the sale of shares by Jacob Pollock, have occurred at prices ranging from $1.50 to $2.75 per share. An independent appraisal firm valued the stock at $1.00 per share as of March 31, 1994. The reverse stock split and the corresponding reduction in authorized shares are motivated by a desire to raise the bid price of the Common Stock to facilitate more active trading. However, there can be no assurance that an active market for the Common Stock will develop merely because of an increase in the price of each share. The reverse stock split and Amendment will not decrease your percentage of ownership of the Company or change your voting rights; each shareholder will have the same relative voting power before and after the split. The reverse stock split will create fractional interests, but the Company has no present intention to redeem any such interests. The Company hereby requests surrender of each certificate that has been issued. In exchange for each surrendered certificate, the Company will issue a new certificate reflecting the split, including any fractional interest created thereby. Under Delaware law, the reverse stock split and corresponding reduction in authorized stock, pursuant to the Amendment, do not give rise to dissenters' rights of appraisal. 2 5 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table shows the ownership of Common Stock by the only person known to the Company to be the beneficial owner of more than 5% of the outstanding Common Stock as of December 1, 1995. He has sole voting and investment power with respect to these shares.
Name and Title of Address of Amount and Nature of Percent Class Beneficial Owner Beneficial Ownership of Class ----- ---------------- -------------------- -------- Jacob Pollock 6,799,210 87.51% Common Stock 861 E. Tallmadge Avenue Akron, Ohio 44310
The following table shows the ownership of Common Stock beneficially owned directly or indirectly by each director of the Company, and by all its directors and officers as a group as of December 1, 1995.
Title of Name of Amount and Nature of Percent Class Beneficial Owner Beneficial Ownership of Class ----- ---------------- -------------------- -------- Common Stock Jacob Pollock 6,799,210 (1) 87.51% Nicholas T. George 120,000 (2) 1.54% C. Stephen Clegg 0 0.00% David A. Simia 1,010 (1) 0.01% Richard D. Pollock 160,000 (2) 2.07% All directors and 6,960,220 89.59% officers as a group (7 persons) (1) The listed person has sole voting and investment power with respect to these shares. (2) 120,000 shares are held in an irrevocable trust for the benefit of Richard Pollock's children. Richard Pollock and Nicholas T. George, as co-trustees, equally share voting and investment power with respect to these shares. The remaining 40,000 shares listed for Richard Pollock are owned by his spouse; Mr. Pollock disclaims beneficial ownership of these shares.
3 6 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports, proxy and information statements and other information with the Securities and Exchange Commission (the "Commission"). Reports, information statements and other information filed by the Company can be inspected at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at its Northeast Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048 and at its Midwest Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and may be copied upon payment of prescribed fees. Copies of such material also may be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 upon payment of prescribed fees. FINANCIAL AND OTHER INFORMATION; INCORPORATION BY REFERENCE The Company's 1995 Annual Report was delivered to shareholders with the Information Statement dated August 11, 1995 for the Company's September 12, 1995 Annual Meeting of Shareholders (the "1995 Annual Report"). Management's Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements, included in the 1995 Annual Report, are incorporated herein by reference. A copy of the Company's Form 10-Q for the fiscal quarter ended September 30, 1995, as filed with the Securities and Exchange Commission, accompanies this Information Statement. Copies of the Company's Form 10-K for the fiscal year ended March 31, 1995 (without exhibits) and the 1995 Annual Report may be obtained from the Company, upon request. Your request should be directed in writing to Chief Financial Officer, Ravens Metal Products, Inc., 861 E. Tallmadge Avenue, Akron, Ohio 44310, or by telephone to the Chief Financial Officer at (216) 630-4528. The Form 10-K (without exhibits) and the 1995 Annual Report will be sent to you, without charge, by first class mail. SHAREHOLDER PROPOSALS Any proposal intended to be presented by a shareholder at the 1996 Annual Meeting of the Company's Shareholders must be received by the Company no later than June 12, 1996 at the Company's offices, addressed to P.O. Box 10002, Akron, Ohio 44310-0002, for inclusion in the Company's proxy material or information statement for the 1996 Annual Meeting of Shareholders. By Order of the Board of Directors, Nicholas T. George Secretary 4 7 RAVENS [logo] - ------ December 1, 1995 Dear Shareholder of Ravens Metal Products, Inc.: In accordance with the enclosed information, please send your stock certificates in the enclosed postage paid envelope. (This is not an offer to purchase your stock, and Ravens is not purchasing stock. Your ownership percentage and voting rights do not change as a result of this reverse stock split.) If the certificates do not fit in the envelope or the envelope is not available, mail the certificates to: Ravens Metal Products, Inc. P. O. Box 10002 Akron, Ohio 44310-0002 Ravens will mail new certificates to you at the address the enclosed information was mailed to. If you have a new address, please provide it in the following space: New Address: ---------------------------------------------------------------- ---------------------------------------------------------------- ---------------------------------------------------------------- Very truly yours, RAVENS METAL PRODUCTS, INC. RAVENS METAL PRODUCTS, INC. P.O. BOX 10002.AKRON, OH 44310-0002 PHONE:(216)630-4528 FAX:(216)630-4535 -----END PRIVACY-ENHANCED MESSAGE-----