Securities and Exchange Commission
450 5th Street N. W.
Judiciary Plaza
Washington, D.C. 20549
Dear Sirs:
Pursuant to regulations of the Securities and Exchange Commission, we
submit herewith for filing on behalf of BAB Holdings, Inc. (the
Company)the Company's Definitive Proxy Materials under cover of
Schedule 14A.
The Company's proxy statement includes proposals for amendment of its
Articles of Incorporation to provide for a Common Stock combination not
to exceed one share for six shares and to restore the authorized Common
Stock to the pre-consolidation level.
Very truly yours,
/s/ Mark E. Majewski
Mark E. Majewski, Chief
Financial Officer and
Treasurer
(Principal Financial and
Accounting Officer)
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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
BAB HOLDINGS,INC.
- -----------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] 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:
(2) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11. (Set forth
(3) 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 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:
BAB HOLDINGS, INC.
8501 W. Higgins Road, Suite 320
Chicago, Illinois 60631
(773) 380-6100
November 8, 1999
Dear Shareholder:
You are cordially invited to attend the Company's Special Meeting
of Shareholders to be held 1:00 p.m. on Wednesday, December 8, 1999, at
the Park Ridge Community Center, 1515 West Touhy Avenue, Park Ridge,
Illinois.
You are being asked to approve an amendment to the Articles of
Incorporation to provide for a Common Stock combination not to exceed
one share for six shares and to restore the authorized Common Stock to
the pre-consolidation level. We hope that these proposals will be
adopted at the Special Meeting.
We look forward to greeting personally those of you who are able
to be present at the meeting. However, whether or not you plan to
attend, it is important that your shares be represented. Accordingly,
you are requested to sign and date the enclosed proxy and mail it in
the envelope provided at your earliest convenience.
Very truly yours,
/s/ MICHAEL W. EVANS
Michael W. Evans
President and Chief Executive Officer
BAB HOLDINGS, INC.
8501 W. Higgins Road, Suite 320
Chicago, Illinois 60631
(773) 380-6100
_________________________________________
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 8, 1999
_________________________________________
To the Shareholders of BAB Holdings, Inc.:
A Special Meeting of Shareholders of BAB Holdings, Inc. (the "Company) will be
held on December 8, 1999, at 1:00 p.m. at the Park Ridge Community Center,
1515 West Touhy Avenue, Park Ridge, Illinois, for the following purposes:
1. Approval of Amended and Restated Articles of Incorporation which (a)
restate the Company's existing amended Articles in one document, (b)
effect a Common Stock combination of both the authorized and
outstanding Common Stock in a ratio, not to exceed 6:1 (i.e. each six
shares will become one share), and (c) increase the authorized Common
Stock from the post-combination number to the pre-combination number.
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on November 5, 1999 as
the record date for the determination of shareholders entitled to vote at the
Special Meeting and to receive notice thereof. The transfer books of the
Company will not be closed.
A PROXY STATEMENT AND FORM OF PROXY ARE ENCLOSED. SHAREHOLDERS ARE REQUESTED
TO DATE, SIGN AND RETURN THE ENCLOSED PROXY TO WHICH NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES. IT IS IMPORTANT THAT PROXIES BE
RETURNED PROMPTLY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN
PERSON IF THEY DESIRE.
By Order of the Board of Directors
November 8, 1999 /s/ MICHAEL K. MURTAUGH
Michael K. Murtaugh
Vice President and General Counsel
TABLE OF CONTENTS
General Information 1
Record Date and Voting 1
Principal Shareholders and Ownership of Management 2
Proposal 1 - Amended and Restated Articles of Incorporation 3
Proposals for Fiscal 1999 Annual Meeting 4
BAB HOLDINGS, INC.
8501 W. Higgins Road, Suite 320
Chicago, Illinois
(773) 380-6100
___________________________________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 8, 1999
__________________________________
GENERAL INFORMATION
This proxy statement is furnished to shareholders by the Board of Directors of
BAB Holdings, Inc. (the "Company") for solicitation of proxies for use at the
Special Meeting of Shareholders on December 8, 1999, to be held at the Park
Ridge Community Center, 1515 West Touhy Avenue, Park Ridge, Illinois, at
1:00 p.m., and at all adjournments thereof for the purposes set forth in the
attached Notice of Special Meeting of Shareholders. The Board of Directors
is not currently aware of any other matters that may or could properly come
before the meeting.
Shareholders may revoke proxies before exercise by submitting a subsequently
dated proxy or by voting in person at the Special Meeting. Unless a
shareholder gives contrary instructions on the proxy card, proxies will be
voted at the meeting (a) for the adoption of the Amended and Restated
Articles of Incorporation; and (b) in the discretion of the proxy holder as
to other matters which may properly come before the meeting. This proxy
statement and the enclosed proxy are being mailed to the shareholders of the
Company on or about November 8, 1999.
The Company will make arrangements with brokerage houses and other
custodians, nominees and fiduciaries to send proxies and proxy material to
the beneficial owners of the shares and will reimburse them for their
expenses in so doing. To ensure adequate representation of shares at the
meeting, officers, agents and employees of the Company may communicate with
shareholders, banks, brokerage houses and others by telephone, facsimile, or
in person to request that proxies be furnished. All expenses incurred in
connection with this solicitation will be borne by the Company.
RECORD DATE AND VOTING
The Board of Directors has fixed November 5, 1999, as the record date for the
determination of shareholders entitled to vote at the Special Meeting. As of
the close of business on the record date, there were outstanding 13,425,254
shares of Common Stock, no par value, which is the only outstanding class of
stock of the Company. Each share is entitled to one vote on each proposal to
be presented to the meeting. Approval of the Amended and Restated Articles
of Incorporation requires the affirmative vote of two-thirds (2/3) of the
shares currently issued and outstanding, either in person or by proxy.
The presence at the Special Meeting in person or by proxy of the holders of a
majority of the outstanding shares of the Company's Common Stock entitled to
vote constitutes a quorum for the transaction of business. Shares voted as
abstentions and broker non-votes on any matter will be counted as present and
entitled to vote for purposes of determining a quorum. "Broker non-votes"
are shares held by brokers or nominees which are present in person or
represented by proxy, but which are not voted on a particular matter because
instructions have not been received from the beneficial owner and the broker
indicates that it does not have discretionary authority to vote certain shares
on that matter.
PRINCIPAL SHAREHOLDERS AND OWNERSHIP OF MANAGEMENT
The following table sets forth as of November 5, 1999 the record and beneficial
ownership of Common Stock held by (i) each person who is known to the Company to
be the beneficial owner of more than 5% of the Common Stock of the Company; (ii)
each current director; (iii) each "named executive officer" (as defined in
Regulation S-B, Item 402 under the Securities Act of 1933); and (iv) all
executive officers and directors of the Company as a group. Securities
reported as "beneficially owned" include those for which the named persons may
exercise voting power or investment power, alone or with others. Voting power
and investment power are not shared with others unless so stated. The number
and percent of shares of Common Stock of the Company beneficially owned by
each such person as of November 5, 1999 includes the number of shares which
such person has the right to acquire within sixty (60) days after such date.
Name Shares Percent
- ---------------------------- ---------- -------
Michael W. Evans 5,729,490 (1)(3) 42.2
8501 West Higgins Road
Chicago, Illinois 60631
Michael K. Murtaugh 5,474,337 (2)(3) 40.5
8501 West Higgins Road
Chicago, Illinois 60631
Holdings Investments, LLC. 4,910,948 (3) 36.6
220 DeWindt Road
Winnetka, Illinois 60093
Aladdin International Inc. 1,015,481 7.6
3806 Abbott Avenue South
Minneapolis, MN 55410
David L. Epstein 109,500 (4) *
9700 Higgins Road, Suite 630
Rosemont, IL 60018
Tom J. Fletcher 72,350 (5) *
8501 West Higgins Road
Chicago, IL 60631
Robert B. Nagel 13,000 (6) *
516 Elder Drive
Winnetka, IL 60093
Cynthia A. Vahlkamp 10,000 (7) *
1615 South Congress Avenue, Suite 200
Delray Beach, FL 33445
All executive officers and
directors as a group (7 persons) 6,497,729 (1)(2)(3)(4)(5)(6)(7)
- -------------------------------
* Less than 1%.
(1) Includes 145,000 shares that may be acquired pursuant to
currently exercisable options.
(2) Includes 105,000 shares that may be acquired pursuant to
currently exercisable options and 3,814 shares held by 401 (k)
trust.
(3) Includes all shares held of record with Holdings Investments,
LLC. Messrs. Evans and Murtaugh are members and managers of
the LLC and together control all voting power of the stock
owned by the LLC.
(4) Includes 11,500 shares that may be acquired pursuant to currently
exercisable options, 93,000 shares held indirectly by entities
under Mr. Epstein's control, and 5,000 shares representing his
proportionate ownership in an entity which he does not control.
(5) Includes 70,000 shares that may be acquired pursuant to
currently exercisable options.
(6) Includes 8,000 shares that may be acquired pursuant to currently
exercisable options.
(7) Includes 10,000 shares that may be acquired pursuant to currently
exercisable options.
PROPOSAL 1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
Common Stock Combination: The Amended and Restated Articles of Incorporation
provide for a Common Stock combination not to exceed one share for six
shares. The actual combination ratio shall be determined by the Board of
Directors immediately following the Special Meeting based upon the prevailing
trading price of the Common Stock. It is the intent of the Company to try to
effect an increase of the current market price of the Common Stock to
continue listing of the Common Stock on the Nasdaq SmallCap Market. In
addition, it is believed that an increase in the price of the Common Stock
will encourage financial institutions to give greater attention to the Company
and its prospects. The Company cannot be sure that any price increase will
result from the proposed Common Stock combination, that any increase will be
sustained in the short or long term, or that Nasdaq SmallCap Market listing
will be retained in the short or long term.
If approved, each authorized and each outstanding share of Common Stock would
become one-sixth share (or such larger fractional number as may be determined
by the Board of Directors) and the total number of shares of Common Stock
authorized and outstanding as of the record date would be reduced
accordingly. In addition, all shares issued after the record date and before
the filing of the Amended and Restated Articles would be reduced by the same
proportion.
Increase in Authorized Common Stock: The Amended and Restated Articles, as
proposed, will restore the authorized Common Stock to the pre-consolidation
level to provide the Company with sufficient capital stock for employee
option plans, future fund raising, acquisitions, dividends, and other
transactions.
PROPOSALS FOR FISCAL 1999 ANNUAL MEETING
It is currently anticipated that the next meeting, for the fiscal year ending
November 30, 1999 (the "1999 Annual Meeting") will be held mid-April 2000.
Shareholders who intend to submit proposals for inclusion in the 1999 Proxy
Statement and Proxy for shareholder action at the 1999 Annual Meeting must
do so by sending the proposal and supporting statements, if any, to the
Company at its corporate offices no later than December 1, 1999.
Additionally, if the Company receives notice of a shareholder proposal after
February 10, 2000, the proposal will be considered untimely pursuant to SEC
Rules 14a-4 and 14a-5(e) and the persons named in proxies solicited by the
Board of Directors of the Company may exercise discretionary voting power
with respect to the proposal.
By Order of the Board of Directors
/s/ MICHAEL K. MURTAUGH
Michael K. Murtaugh
Vice President and General Counsel
Dated: November 8, 1999
Chicago, Illinois
- --------------------------------------------------------------------
PROXY PROXY
BAB HOLDINGS, INC.
This Proxy is Solicited on Behalf of the
Board of Directors
The undersigned, having received the Notice of Special Meeting and
Proxy Statement dated November 8, 1999, hereby appoints each of
Michael W. Evans and Michael K. Murtaugh as proxy, with full power
of substitution, to vote all the shares of Common Stock which the
undersigned would be entitled to vote if personally present at the
Special Meeting of Shareholders of BAB Holdings, Inc. (the "Company")
to be held on Wednesday, December 8, 1999 at 10:00 a.m. at the Park
Ridge Community Center, 1515 West Touhy Avenue, Park Ridge, IL, or at
any adjournment thereof, upon any and all matters which may properly
be brought before the meeting or adjournment thereof, hereby revoking
all former proxies.
The Board of Directors has fixed the close of business on November 5,
1999 as the record date for the determination of shareholders entitled to
vote at the Annual Meeting and to receive notice thereof. The transfer
books of the Company will not be closed.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND RETURN THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
(Continued and to be completed and signed on reverse side.)
-----------------
BAB HOLDINGS, INC.
1. To act upon a proposal to adopt Amended and
Restated Articles of Incorporation, including:
(A) Combination of the Common Stock in a
ratio not to exceed 1 for 6. For Against Abstain
[ ] [ ] [ ]
(B) Increase of the authorized capital
stock to restore it to its pre-combination
level For Against Abstain
[ ] [ ] [ ]
2. The authority to vote, in his
discretion, on all other business Authority Authority
that may properly come before the Granted Withheld
meeting. [ ] [ ]
This proxy when properly executed will be voted the manner directed
herein by the undersigned shareholder. If no direction is made, this
proxy will be voted for the adoption of Proposal 1, and in the
discretion of the proxy holder on such other business as may
properly come before the meeting.
Dated: ___________________, 1999
Signature(s)____________________
________________________________