UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest Event reported) June 19, 2002
CRD HOLDINGS, INC. (f/k/a GUMP & COMPANY, INC.)
(Exact name of registrant as specified in its charter)
Delaware 033-26616 75-2256798
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
5808 Sepulveda Blvd., Suite 502, Van Nuys, California 91411
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 909-7425
Item 1. Change in Control of Registrant.
Effective June 19, 2002, pursuant to an Agreement and Plan of Merger
dated as of June 12, 2002, Gump & Company, Inc., a Delaware Corporation (the
"Company") completed a transaction with MAII Holdings, Inc., a Texas corporation
("MAII"), CRD Acquisition, Inc., a Nevada corporation and a wholly-owned
subsidiary of the Company ("CRD Acquisition"), Car Rental Direct, Inc., a Nevada
corporation and a wholly-owned subsidiary of MAII ("Car Rental Direct"), and
certain holders of the outstanding capital stock of the Company (the "Merger
Agreement"), pursuant to which CRD Acquisition merged with and into Car Rental
Direct (the "Merger"). Car Rental Direct emerged from the Merger as the
surviving corporation and a wholly-owned subsidiary of the Company.
Pursuant to the terms of the Merger Agreement, (i) each outstanding
share of the capital stock of Car Rental Direct held in its treasury was
canceled and retired, (ii) each outstanding share of the capital stock of CRD
Acquisition was converted into one (1) share of the common stock of Car Rental
Direct, and (iii) the remaining outstanding shares of the capital stock of Car
Rental Direct, all of which were held by MAII, were converted into an aggregate
8,250,000 shares of the capital stock of the Company. As a result of the Merger,
MAII acquired control of the Company though its aggregate holding of
approximately 97% of the issued and outstanding voting securities of the
Company.
Prior to the Merger, Mark Disalvo, the Company's former President, held
2,400,000 shares of our Common Stock, which shares constituted approximately 98%
of the voting securities of the Company. In connection with the Merger, Mr.
Disalvo sold a total of 150,000 shares to certain individuals and delivered to
the Company certificates representing 2,250,000 shares of Common stock, which
were then canceled by the Company. Disalvo is no longer a stockholder of the
Company.
Immediately following the consummation of the Merger, Disalvo resigned
as a director, officer and employee of the Company. The new directors of the
Company are: Messrs. Christie S. Tyler, Richard F. Dahlson, Thomas A.
Montgomery, Brodie Cobb.
The new officers of the Company are: Christie S. Tyler, President and
Chief Executive Officer; and Richard F. Dahlson, Secretary.
Item 2. Acquisition or Disposition of Assets.
The Company acquired Car Rental Direct through the above described
Merger. Car Rental Direct is incorporated in the State of Nevada and is a rental
car company that specializes in renting cars to customers whose personal or
corporate vehicle is out of service for an extended period of time. Car Rental
Direct currently has 20 daily rental locations and four satellite locations, and
one wholesale used car facility in California, Arizona and Nevada, and has a
fleet of approximately 2,000 cars. The Company will operate Car Rental Direct as
our wholly-owned subsidiary.
Car Rental Direct uses a wide variety of makes and models of cars for
daily rental purposes, nearly all of which are current year or the previous
year's models. Car Rental Direct rents cars on a daily, weekend, weekly or
monthly basis, with rental charges computed on a limited or unlimited mileage
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rate, or on a time rate plus a mileage charge. Car Rental Direct 's rates vary
at different locations depending on local market, competitive and cost factors,
and virtually all rentals are made utilizing rate plans under which the customer
is responsible for gasoline used during the rental.
Item 5. Other Events and Regulation FD Disclosure.
In connection with the Merger, the Company changed its name to CRD
Holdings, Inc. and amended and restated its Certificate of Incorporation to: (i)
increase the number of authorized shares of the Company's Common Stock from
20,000,000 to 40,000,000 and to decrease the par value of the Company's Common
Stock from $0.01 per share to $0.001 per share; and (ii) increase the number of
authorized shares of the Company's Preferred Stock from 2,000,000 to 10,000,000,
with no change in par value.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
No financial statements are filed herewith. The Company will file
financial statements by amendment hereto not later than 60 days after the date
that this Current Report on Form 8-K must be filed.
(b) Pro forma financial information.
No pro forma financial statements are filed herewith. The Company will
file pro forma financial statements by amendment hereto not later than 60 days
after the date that this Current Report on Form 8-K must be filed.
(c) Exhibits.
The following is a list of exhibits filed as part of this Current
report on Form 8-K:
2.1 Agreement and Plan of Merger, dated as of June 12, 2002, by
and among MAII Holdings, Inc., a Texas Corporation, Car Rental
Direct, Inc., a Nevada corporation, Gump & Company, Inc., a
Delaware corporation, CRD Acquisition, Inc., a Nevada
corporation, and certain holders of the outstanding capital
stock of Gump.
2.2 Reorganization Agreement, dated as of June 12, 2002, by and
among Gump & Company, Inc., Mark Disalvo, California Brokerage
Services, Inc., Kevin Halter, and Robert M. Kern.
2.3 Resignation Letter, dated as of June 12, 2002, by Mark
Disalvo, resigning as director, officer, and employee of Gump
& Company, Inc.
99.1 Amended and Restated Certificate of Incorporation of Gump &
Company, Inc., dated as of June 12, 2002.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATE: June 27, 2002 CRD HOLDINGS, INC
By: /s/ Christie S. Tyler
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Name: Christie S. Tyler
Title: President and Chief Executive Officer