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WHITEHALL LIMITED, INC.
a Florida corporation
(formerly known as CAMBRIDGE UNIVERSAL CORPORATION)
INFORMATION STATEMENT PURSUANT TO
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
RULE 15c2-11
The information set forth herein is intended to assist securities
broker-dealers who are submitting or publishing quotations with respect to the
publicly traded shares of common stock of WHITEHALL LIMITED, INC. (formerly
known as CAMBRIDGE UNIVERSAL CORPORATION) in connection with the providing of
current information concerning WHITEHALL LIMITED, INC. as set forth in paragraph
(a)(5) of Rule 15c2-11. Securities broker-dealers are reminded that subparagraph
(a) of the Rule also requires such securities broker-dealers publishing
quotations to have in its records the documents and information required by
paragraph (a), which documents and information are referred to in the Rule as
the "paragraph (a) information". A copy of Rule 15c2-11 is included with this
Information Statement.
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The information presented below is intended to comply with the information
providing requirements of United States Securities and Exchange Commission Rule
15c2-11. Unless otherwise indicated herein, the date of the information
presented is July 1, 1999. The information is presented under roman numeral
sections which correspond with the roman numeral information requirement
sections of paragraph (a)(5) of the Rule.
i. THE EXACT NAME OF THE ISSUER AND ITS PREDECESSORS (IF ANY):
The exact corporate name of the issuer is WHITEHALL LIMITED, INC.
WHITEHALL LIMITED, INC. is referred to in this Information Statement as
"WHITEHALL". The previous corporate name of WHITEHALL was CAMBRIDGE
UNIVERSAL CORPORATION and prior to the utilization of that name the
issuer utilized the corporate names OTISCO CORPORATION, INCOME IMPACT
INVESTMENTS, INC. and FINANCIAL FREEDOM ENTERPRISES, INC.
ii. ADDRESS OF THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER:
The issuer maintains its principal executive offices at 290 Cocoanut
Avenue, Sarasota, Florida 34236.
iii. STATE OF INCORPORATION:
WHITEHALL was originally incorporated under the laws of the State of
Colorado on July 12, 1988. Effective June 24, 1999, WHITEHALL adopted
the provisions of the Florida Business Corporation Act and is now a
corporate entity domesticated in Florida. At such time, WHITEHALL also
changed its name from CAMBRIDGE UNIVERSAL CORPORATION to WHITEHALL
LIMITED, INC. and effected a reverse three for one split of its
outstanding common stock.
iv. TITLE AND CLASS OF SECURITY:
The only equity security of WHITEHALL which is outstanding is common
stock.
v. PAR VALUE OF THE SECURITY:
The par value of the outstanding common stock of WHITEHALL is $.10.
vi. THE NUMBER OF SHARES OR TOTAL AMOUNT OF SECURITIES OUTSTANDING AS OF THE
CLOSE OF THE MOST RECENT FISCAL YEAR OF THE ISSUER (MARCH 31, 1999):
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As of the close of the most recent fiscal year of the Issuer (March 31,
1999), there were outstanding 2,366,667 shares of common stock (as
adjusted for the three for one reverse stock split effective June 24,
1999). On such date, no other class of equity securities of the issuer
was outstanding. As a result of the exchange transaction subsequently
described herein, there are outstanding, as of the close of business on
July 1, 1999, 8,862,043 shares of common stock. During the fiscal
quarter ended June 30, 1998, WHITEHALL, pursuant to contractual
arrangements, restored 18,500,000 shares of common stock (not adjusted
for the reverse stock split) to the status of authorized but unissued
shares. No consideration was paid by WHITEHALL to any person or entity
in such transaction.
vii. NAME AND ADDRESS OF TRANSFER AGENT:
The transfer agent for the outstanding common stock of WHITEHALL is
American Securities Transfer & Trust, Inc., 12039 West Alameda Parkway,
Lakewood, Colorado 80228.
viii. THE NATURE OF THE ISSUER'S BUSINESS:
WHITEHALL will continue the business previously conducted by WHITEHALL
HOMES II, INC. and affiliated entities (collectively the "Whitehall
Entities" and the "Whitehall Business"). The operations of the Whitehall
Entities were consolidated into WHITEHALL HOMES II, INC. during the
first calendar quarter of 1999. The Whitehall Business was formed in
1985 with a primary emphasis in the development and marketing of
moderately priced housing communities and single family homes in the
Florida counties of Sarasota, Manatee and Charlotte, which are located
in the Central West Coast of Florida. The principal of the Whitehall
Entities is Ronald Mustari who presently serves as President and Chief
Executive Officer of WHITEHALL. Mr. Mustari has approximately 30 years
of home building experience.
Developments undertaken by the Whitehall Entities include Forty-three
West, Bradenton, Florida; Fairmont Park and Triangle Park, Oneco,
Florida; Forty-three West, Sarasota, Florida; The Treetops at North 50,
Manatee County, Florida; Whitehall Homes located in the Sarabay area of
Bradenton, Florida; Forty-three Waterside Lane in Perico, Manatee
County, Florida; and The Grove at Beekman Place, Sarasota, Florida.
Currently, WHITEHALL, in the continuation of the business of the
Whitehall Entities, is engaged in the development of the residential
dwelling communities known as The Village at Beekman Place and The
Estates at Beekman Place, both of which are located in the greater
Sarasota, Florida metropolitan area; Governor's Green and Bermuda Club
at the Plantation Golf & Country Club located in the
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greater Venice, Florida metropolitan area; and Avalon at the Villages of
Palm Aire located in the greater Sarasota, Florida metropolitan area.
WHITEHALL offers home quality homes with custom features designed
principally for the entry level or move up home buyer's market, as well
as the retirement segment of the home buyers' market. Residences usually
range in size from 1,200 to 3,500 square feet and have purchase prices
ranging from $95,000 to $400,000. As a general practice, WHITEHALL
endeavors to acquire developed building lots after all zoning and other
governmental entitlements and approvals have been attained. By
conducting business in this fashion, WHITEHALL believes that it can
create finished residential dwellings and present same to the available
market more quickly than if WHITEHALL engaged in the necessary land
development activities in order to bring lots to a completely developed
status. In conducting business on this basis, WHITEHALL utilizes and
will continue to utilize lot options and similar contractual
arrangements to secure adequate inventories of developed lots.
WHITEHALL markets its residential dwelling inventories through
commissioned employees and independent real estate brokers. Residential
dwelling sales are typically conducted from sales offices located in
furnished models used in each subdivision where WHITEHALL is active.
WHITEHALL typically also builds a limited number of speculative homes in
each residential subdivision in which it is active in order to enhance
its marketing and sales activities.
ix. THE NATURE OF PRODUCTS AND SERVICES OFFERED:
SEE RESPONSE TO ITEM VIII. ABOVE.
x. THE NATURE AND EXTENT OF THE ISSUER'S FACILITIES:
The facilities of WHITEHALL are constituted by its inventory of
residential dwellings under construction and in completed state, as well
as its investment in land which is in various stages of development.
WHITEHALL has a nominal investment in support equipment, including its
executive headquarters, which it owns, office furniture and fixtures,
construction equipment and vehicles. The pro forma consolidated
statement of financial condition of WHITEHALL (which reflects the
combination with WHITEHALL HOMES II, INC.) at March 31, 1999 indicates
that WHITEHALL had approximately $3.99 million invested in land and
development costs and approximately $3.43 million invested in homes
under construction and furnished models.
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xi. THE NAME OF THE CHIEF EXECUTIVE OFFICER AND MEMBERS OF THE BOARD OF
DIRECTORS:
See forth below are the members of the Board of Directors and officers
of WHITEHALL at March 31, 1999:
Harry Van Der Noord, Chairman of the Board of Directors
Ronald Mustari, President, Chief Executive Officer and Director
Robert Ground, Vice President, Secretary and Director
Joanne Mustari, Treasurer and Chief Financial Officer
xii. THE ISSUER'S MOST RECENT BALANCE SHEET AND PROFIT AND LOSS AND RETAINED
EARNINGS STATEMENTS:
Included with this Information Statement are the pro forma consolidated
statement of financial condition of WHITEHALL at March 31, 1999, the pro
forma consolidated statement of income and expenses and retained
earnings for the three month period ended March 31, 1999 and the pro
forma consolidated statement of cash flows for the three months ended
March 31, 1999, all of which pro forma consolidated statements reflect
the exchange transaction which occurred between WHITEHALL and Ronald and
Joanne Mustari effective January 1, 1999 and governed by transactional
agreements dated June 17, 1999 whereby WHITEHALL exchanged 4,608,268 of
its common shares for all of the issued and outstanding voting common
stock of WHITEHALL HOMES II, INC. Such 4,608,268 shares of common stock
of WHITEHALL have been issued to Ronald and Joanne Mustari, Husband and
Wife, and such shares constitute 52% of WHITEHALL shares outstanding as
of the close of business on July 1, 1999. To the knowledge of WHITEHALL,
no other person beneficially owns 10% or more of the outstanding common
stock of WHITEHALL.
xiii. INCLUDED WITH THIS INFORMATION STATEMENT ARE THE ANNUAL REPORTS ON FORM
10-SBK AS FILED BY THE ISSUER (THEN KNOWN AS FINANCIAL FREEDOM
ENTERPRISES, INC.) FOR THE FISCAL YEARS ENDED MARCH 31, 1998 AND 1997.
xiv. AFFILIATION OF THE ISSUER WITH ANY BROKER OR DEALER OR ANY ASSOCIATED
PERSON OF ANY BROKER OR DEALER:
WHITEHALL is not affiliated with any broker or dealer or affiliated with
any associated person of any broker or dealer.
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xv. QUOTATION, PUBLICATION OR SUBMISSION ON BEHALF OF OTHER BROKERS OR
DEALERS:
To the best of the knowledge of WHITEHALL any quotation published or
submitted by any broker or dealer engaged in market making or other
transactions relating to WHITEHALL'S outstanding common stock are being
made solely by such broker or dealer and not on behalf of any other
broker or dealer.
xvi. QUOTATION, PUBLICATION OR SUBMISSION DIRECTLY OR INDIRECTLY FOR THE
BENEFIT OF THE ISSUER OR ANY DIRECTOR, OFFICER OR ANY PERSON DIRECTLY OR
INDIRECTLY THE BENEFICIAL OWNER OF MORE THAN 10% OF THE OUTSTANDING
SHARES OF COMMON STOCK OF WHITEHALL:
To the best of the knowledge of WHITEHALL, any submitted or published
quotation relating to its outstanding freely tradeable common stock is
not being submitted or published on behalf of WHITEHALL or any director
or officer thereof or any person directly or indirectly the beneficial
owner of more than 10% of the outstanding common stock of WHITEHALL.
END OF INFORMATION STATEMENT
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