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SCHEDULE 14C
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT 14C OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by rule
14c5(d)(2))
[X] Definitive Information Statement
BAYOU INTERNATIONAL LTD.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
1) Title of each class of securities to which transaction applies:
N/A
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2) Aggregate number of securities to which transaction applies:
N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(1):
N/A
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4) Proposed maximum aggregate value of transaction:
$
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(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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BAYOU INTERNATIONAL, LTD.
(A DELAWARE CORPORATION)
PRELIMINARY COPIES
INFORMATION STATEMENT
DATE FIRST MAILED OUT TO STOCKHOLDERS:
AUGUST 11, 1999
210 KINGS WAY
SOUTH MELBOURNE VICTORIA 3205
AUSTRALIA
TELEPHONE: 011 (613) 9234 1100
(PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY)
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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BAYOU INTERNATIONAL, LTD.
INFORMATION STATEMENT
INTRODUCTION
This Information Statement is being furnished to Stockholders of Bayou
International, Ltd., a Delaware corporation (the "Company"), pursuant to the
requirements of Regulation 14C under the Securities Exchange Act 1934, as
amended, in connection with an Action by Written Consent, dated June 29, 1999,
of the Stockholders of the Company (the "Written Consent"). A copy of the
Written Consent is attached as Exhibit "A" to this Information Statement.
Management of the Company is utilising the Written Consent in order to
reduce the expenses and demands on the Company's executives' time necessitated
by the holding a meeting of stockholders, since the only business of such a
meeting would be approval of a reverse stock split and the amendment to the
Articles of Incorporation to remove the par value per share and the Company's
major Stockholder, Edensor Nominees Pty Ltd ("Edensor") and certain companies
which have some common Directors with the Company representing 69.2% of the
issued and outstanding shares of the Company's $0.15 par value common stock (the
"Common Stock") have indicated that they will vote for the reverse stock split
and the amendment to the Articles of Incorporation to the remove the par value
per share, thereby ensuring such a split to take place. See "Vote Required";
"Other Information Regarding the Company -- Security Ownership of Certain
Beneficial Owners and Management". The Company has received executed Written
Consents from Edensor and certain companies which have some common Directors
with the Company which shall be effective 21 days from the date this Information
Statement is first mailed to Stockholders. See "Matters Set Forth in the Written
Consent".
Stockholders of record at the close of business on July 21, 1999 are being
furnished copies of this Information Statement. The principal executive offices
of the Company are located at 210 Kings Way, South Melbourne, Victoria, 3025,
Australia, and the Company's telephone number is 011 613 9234 1100.
MATTERS SET FORTH IN THE WRITTEN CONSENT
The Written Consent contains a resolution that approves and submits to the
shareholders for approval a proposal recommending an amendment to the Company's
Certificate of Incorporation to effect a one-for-twenty reverse stock split and
to amend the Company's Articles of Incorporation to eliminate the par value per
share of the Company's Common Stock. The Articles of Incorporation currently
state that the Company's Common Stock shall have a par value of US$0.15 per
Common share. Edensor and certain companies which have some common Directors
with the Company representing 69.2% of the currently issued and outstanding
shares of Common Stock, have executed the Written Consent, thereby ensuring the
one-for-twenty reverse stock split. See "Other Information Regarding The
Company -- Security Ownership of Certain Beneficial Owners and Management."
Set forth below is a table of the Stockholders who have executed the
Written Consent and, to the best of the Company's knowledge, the number of
shares of Common Stock beneficially owned by such stockholders as of July 17,
1999.
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NO. OF SHARES OF
COMMON STOCK PERCENTAGE OF
BENEFICIALLY OUTSTANDING
STOCKHOLDER OWNED COMMON STOCK
- ----------- ---------------- -------------
Autogen Limited............................................. 941,651 2.0%
Centaur Mining & Exploration Limited........................ 5,076,000 10.8%
Gutnick Resources N.L. ..................................... 178,985 0.4%
Australian Gold Resources Limited........................... 541,585 1.1%
Quantum Resources Limited................................... 38,376 0.1%
AWI Administration Services Pty. Ltd........................ 4,589,795 9.8%
Edensor Nominees Pty Ltd.................................... 20,046,207 42.7%
Pearlway Investments Pty Ltd................................ 520,000 1.1%
Joseph I. Gutnick........................................... 513,000 1.2%
---------- ----
32,445,599 69.2%
========== ====
VOTE REQUIRED
Counterpart copies of the Written Consent evidencing a majority of the
outstanding shares of Common Stock, must be received by the Company within sixty
days of the earliest dated counterpart copy of the Written Consent received by
the Company in order to effectuate the matters set forth therein. As of June 29,
1999 (date of Written Consent), 46,941,789 shares of Common Stock were issued
and outstanding, thus, Stockholders representing no less than 23,470,895 shares
of Common Stock were required to execute the Written Consent to effect the
matters set forth therein. As discussed under "Matters Set Forth in the Written
Consent" Edensor and certain companies which have some common Directors with the
Company beneficially owning approximately 32,445,599 Shares of Common Stock, or
69.2% of the outstanding Common Stock, have executed the Written Consent,
thereby ensuring the one-for-twenty reverse stock split and the amendment to the
Articles of Incorporation to remove the par value per stock. MANAGEMENT IS NOT
ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND MANAGEMENT A PROXY.
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OTHER INFORMATION REGARDING THE COMPANY
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth to the best of the Company's knowledge the
number of shares beneficially owned as of July 17, 1999, by (i) each of the
current Executive Officers and Directors of the Company (ii) each person
(including any "group" as that terms is defined in Section 13(d) (3) of the
Exchange Act) who beneficially owns more than 5% of the Common Stock, and (iii)
all current Directors and officers of the Company as a group.
NUMBER OF
SHARES PERCENT OF
NAME OWNED SHARES(1)
- ---- ---------- ----------
Centaur Mining & Exploration Limited........................ 5,076,000 10.8%
Mamash Ltd.................................................. 5,426,388 11.6%
A.W.I. Administration Services Pty Ltd...................... 4,589,795 9.8%
Edensor Nominees Proprietary Limited........................ 20,046,207 42.7%
David Tyrwhitt.............................................. --(2) *
Joseph I. Gutnick........................................... 21,079,207(2)(4)(3)(5) 44.9%
Stera M. Gutnick............................................ 20,566,207(3)(5) 43.9%
Eduard Eshuys............................................... 100(2) *
Peter Lee................................................... -- *
David Simcox................................................ --(2) *
Ian Currie.................................................. -- *
All officers and directors as a group (6 persons)........... 21,079,307 44.9%
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* Represents less than 1% of the outstanding Common Stock
(1) Based upon 46,941,789 shares outstanding
(2) Does not include (i) 941,651 shares of Common Stock beneficially owned
Autogen Limited or (ii) 5,076,000 shares of Common Stock beneficially owned
by Centaur Mining & Exploration Limited or (iii) 178,985 shares of Common
Stock beneficially owned by Gutnick Resources N.L. or (iv) 541,585 shares of
Common Stock beneficially owned by Australian Gold Resources Limited or (v)
4,589,795 shares of Common Stock owned by AWI Administration Services Pty
Ltd or (vi) 38,376 shares of Common Stock beneficially owned by Quantum
Resources Limited, companies of which Messrs Gutnick, Eshuys, Tyrwhitt, Lee,
Currie and Simcox are officers and/or Directors however they disclaim
beneficial ownership to those shares.
(3) Includes 20,046,207 shares of Common Stock owned by Edensor Nominees
Proprietary Limited and 520,000 shares of Common Stock owned by Pearlway
Investments Pty Ltd of which Joseph I. Gutnick, Stera M. Gutnick and members
of their family are officer, Directors and principal stockholders.
(4) Joseph I. Gutnick is the beneficial owner of 513,000 shares.
(5) Joseph I. Gutnick and Stera M. Gutnick are husband and wife.
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AUTHORISATION OF REVERSE SPLIT OF COMMON STOCK
INTRODUCTION
Under the resolution passed by a majority of the shareholders, all
shareholders will receive one share for every twenty shares currently held. Any
fractional shares resulting from the exchange will be rounded up to equal one
share. The reverse stock split will become effective on the date that the
amendment to the Company's restated Certificate of Incorporation is filed with
the Office of the Secretary in the State of Delaware, United States of America
(USA). The filing is expected to occur promptly following approval of the
reverse stock split by the Company's Stockholders.
The new shares will not differ in any way to those previously held.
Shareholders will have the same rights from the effective date of the reverse
stock split as they currently have. The reverse split will not effect the
proportionate equity interest of a shareholder, except in the instance that a
shareholder is left with a fractional share. In this instance the fractional
share will be rounded up.
REASONS FOR APPROVING THE REVERSE STOCK SPLIT
The Company currently has 46,941,789 shares on issue. In the current
climate it is the belief of the Board of Directors of the Company that this
amount is excessive. The reverse stock split will result in 2,347,089 shares
being on issue. In addition, in connection with the reverse stock split, the
Company intends to reduce the numbers of authorised shares of Common Stock from
100 million to 25 million. Brokerage firms are increasingly reluctant to
recommend to their client's lower priced shares. It is becoming the practise of
brokerage firms to discourage individual brokers from dealing with lower priced
shares. The payment of brokerage fees and time consuming handling of lower
priced shares are contributing factors. A number of institutional investors have
company policies that prevent the purchase of lower priced shares.
The Board of Directors are hopeful that the reverse split will promote
interest in the Company's Common Shares and will result in share price increases
particularly if the Company decides to expand its operations. There is however,
no assurance that the foregoing effects will occur, or that the per stock price
level of the Common Stock immediately after the reverse stock split will be
maintained for any period of time.
The Board of Directors believes it is in the best interests of the Company
to effect the reverse stock split. The Board of Directors believes the decrease
in the number of Common Stock will place the market price in a range which is
more advantageous to shareholders.
The Board of Directors is not aware of any present efforts by any person to
accumulate Common Stock in order to obtain control of the Company, and the
reverse stock split is not intended to be an anti-takeover device.
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GENERAL EFFECT OF REVERSE STOCK SPLIT
The effect of the reverse stock split on the aggregate number of shares of
the Company's Common Stock and on the stockholders' equity of the Company's
balance sheet at 31(st) December 1998 is as follows:
PRIOR TO AFTER
REVERSE SPLIT REVERSE SPLIT
NUMBER OF SHARES(1) ------------- -------------
Common Stock
Authorised................................................ 100,000,000 25,000,000
Outstanding............................................... 46,941,789 2,347,090
Available per issuance.................................... 53,058,211 2,652,910
Par value per share(2).................................... US$0.15 US$3.00
FINANCIAL DATA $000'S $000'S
- ------------------------------------------------------------
Stockholders equity
Common Stock.............................................. 5,807 5,807
Additional paid-in capital................................ 7,187 7,187
Accumulated deficit....................................... (12,559) (12,559)
----------- ----------
Total Stockholders equity................................. 435 435
=========== ==========
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(1) Figures for the number of shares prior to the Reverse Stock Split are as of
31(st) December 1998. Figures after the Reverse Split do not reflect any
immaterial adjustments that may result from the repurchase of fractional
shares.
(2) Subject to resolution to remove par value from the Company's Articles of
Incorporation.
EFFECT ON THE MARKET FOR THE COMPANY STOCK
The following table sets out the high and low bid information for the
Common Stock as reported by the National Quotation Service Bureau for each
period/quarter indicated (in US$):
CALENDER PERIOD HIGH BID(1)(2) LOW BID(1)(2)
- --------------- -------------- -------------
1996
First Quarter................................... 1/2 1/4
Second Quarter.................................. 5/8 3/8
Third Quarter................................... 5/8 5/8
Fourth Quarter.................................. 1/2 1/2
1997
First Quarter................................... 3/8 3/8
Second Quarter.................................. 1/4 1/4
Third Quarter................................... 1/4 1/4
Fourth Quarter.................................. 1/4 1/8
1998
First Quarter................................... 1/8 1/8
Second Quarter.................................. 5/32 1/8
Third Quarter................................... 3/8 3/8
Fourth Quarter.................................. 1/8 1/91
1999
First Quarter................................... 1/8 1/91
Second Quarter.................................. 1/8 1/91
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(1) The quotation set out herein reflect interdealer prices without retail
mark-up, mark-down or commission and may not necessarily reflect actual
transactions.
(2) These prices reflect market adjustments made in connection with the
Company's one-for-five reverse stock split effective as of 31 December 1986.
On July 16, 1999 the closing bid for the Common Stock was US$0.125.
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EXCHANGE OF SHARE CERTIFICATES AND TREATMENT OF FRACTIONAL SHARE INTERESTS
As soon as practical after the reverse stock split, share holders will be
asked to surrender their share certificates in respect of currently held shares
and will be issued new certificates representing the new shares issued. Until
surrendered certificates in respect of currently held shares will be deemed for
all corporate purposes from the effective date of the reverse stock split as
evidence of ownership of share of the new stock in the appropriately reduced
number. The Bank of New York will be appointed as exchange agent to act for
shareholders in effecting the exchange of certificates.
No scrip or fractional share certificates evidencing common shares will be
issued. If a shareholder is entitled to a fractional interest of a share, he/she
will receive an additional share of post-split common share. If a share holder
is the owner of more than one certificate then the number of shares of
post-split common shares issued in connection with the split shall be calculated
on the basis of the aggregate shares owned under all certificates.
POTENTIAL ISSUE OF SHARES TO CHEVAS PTY LTD
The Company owed Chevas Pty Ltd ("Chevas") a company of which Mr. J I
Gutnick, President of Bayou International, Ltd, is a Director, A$3,980,358.95 as
at May 31, 1999. The Company is considering issuing shares to Chevas in lieu of
repaying the loan from Chevas. If this proposal proceeds, of which there can be
no assurance, the shares to be issued will be after taking into account the
reverse stock split.
ELIMINATION OF THE PAR VALUE PER SHARE OF THE
COMPANY'S COMMON STOCK
INTRODUCTION
The Company's Board of Directors have authorised an amendment to the
Company's Articles of Incorporation to eliminate the par value per share of the
Company's Common Stock. The Articles of Incorporation currently state that the
Company's Common Stock shall have a US$0.15 par value. The Company's majority
shareholders have approved and adopted this proposal.
The removal of the US$0.15 par value will become effective on the date the
amendment to the Company's restated Articles of Incorporation is filed with the
Office of the Secretary in the Sate of Delaware, United States of America (USA).
The filing is expected to occur promptly following approval of the amendment to
the Company's Articles of Incorporation to eliminate the par value per share of
the Company's Common Stock by the Company's Stockholders.
REASONS FOR APPROVING THE REMOVAL OF THE US$0.15 PAR VALUE
The company currently has a par value of US$0.15 per share of Common Stock.
The reclassification from par value shares to no par value shares will simplify
the presentation of the capital accounts on the Company's balance sheet. There
will be no reduction in the capital of the Company or the underlying equity of
any shareholder and there will be no impact (positive or negative) on the
Company's earnings.
The Board of Directors are hopeful that the removal of the US$0.15 par
value will allow the raising of further capital and position the Company to more
effectively utilise and manage its equity thus providing the Company with great
financial flexibility, however there is no assurance that this will occur.
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EXHIBIT A
BAYOU INTERNATIONAL, LTD
NOTICE PURSUANT TO SECTION 228 OF THE GENERAL
CORPORATION LAW
To: All Stockholders
PLEASE TAKE NOTICE THAT Stockholders owning at least a majority of the
outstanding stock of Bayou International, Ltd. by written consent with a meeting
dated June 10, 1999 have duly adopted the following resolution:
(i) a resolution approving a proposal to amend the Company's Certificate of
Incorporation to effect a one-for-twenty reverse stock split.
(ii) a resolution approving the proposal to amend the Company's Articles of
Incorporation to eliminate the par value per share of the Company's
Common Stock.
[signature to come]
Peter J. Lee
Director & Secretary
A-1
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EXHIBIT B
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF BAYOU INTERNATIONAL, LTD.
(UNDER SECTION 242 OF THE GENERAL CORPORATION LAW)
BAYOU INTERNATIONAL, LTD., a corporation organised and existing under the
General Corporations Law of the State of Delaware (the "Corporation"), does
hereby certify that:
FIRST: The name of the Corporation is Bayou International, Ltd.
SECOND: The Certificate of Incorporation is hereby amended by
striking out Article "VIII" thereof and by substituting in
lieu of said Article the following provisions:
"VIII. The corporation shall be authorised to issue a total
of twenty-five million (25,000,000) shares of Common Stock,
no par value per share.
Each of the Corporation's issued and outstanding shares of
Common Stock, par value $.15 per share as of the date of this
Certificate of Amendment shall be converted and reclassified
into one twentieth (1/20) of one share of Common Stock, no
par value per share; and fractional shares shall be rounded
up to the nearest whole share."
THIRD: The Amendment to the Certificate of Incorporation herein
certified has been duly adopted in accordance with the
provisions of Sections 228 and 242 of the General
Corporations Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 17th
day of July, 1999.
ATTEST:
/s/ David H. Simcox /s/ Peter J. Lee
David H Simcox Peter J. Lee
Director Director & Secretary
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