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
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(c)
(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
RAMPART CAPITAL CORPORATION
(Name of Registrant as specified in its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if Other Than the 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)(1) and
0-11.
(1) Title of each class of securities to which the transaction
applies: NOT APPLICABLE
(2) Aggregate number of securities to which the transaction applies:
NOT APPLICABLE
(3) Per unit price or other underlying value of the transaction
computed pursuant to Exchange Act Rule 0-11 (set forth amount on
which the filing fee is calculated and state how it was
determined): NOT APPLICABLE
(4) Proposed maximum aggregate value of the transaction: NOT
APPLICABLE
(5) Total fee paid: NOT APPLICABLE
[ ] 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: NOT APPLICABLE
(2) Form, Schedule or Registration Statement No.: NOT APPLICABLE
(3) Filing Party: NOT APPLICABLE
(4) Date Filed: NOT APPLICABLE
RAMPART CAPITAL CORPORATION ANNOUNCES TRANSACTION TO TAKE
THE COMPANY PRIVATE
Houston, Texas, June 10, 2003 -- Rampart Capital Corporation ("Rampart" or the
"Company") (AMEX: RAC) announced today that its board of directors approved a
range of reverse stock splits as the initial step to take the company private.
Once the reverse stock split is completed, Rampart plans to make application to
have its common stock ("Common Stock") delisted from the American Stock Exchange
("AMEX") and terminate registration of the Common Stock under the Securities
Exchange Act of 1934.
The Company's board of directors approved reverse split ratios of 1-for-45,000,
1-for-75,000 and 1-for-100,000, subject to shareholder approval, with the actual
ratio selected being determined by the board of directors at the time of filing
the appropriate charter amendments effecting the reverse split with the
Secretary of State of the State of Texas. The reverse split ratio selected by
the board will be designed to cash out all common shareholders holding less than
one share after the split and to reduce the number of common shareholders after
the split to two or possibly three. Rampart common shareholders holding less
than one share after the split would receive $3.25 per pre-split share in lieu
of receiving a fractional share. The closing price of the Common Stock reported
by AMEX on June 9, 2003 was $1.35. The Company intends to provide the cash
payment in lieu of a fractional share not only to record holders but also to
persons who hold their common shares through brokers and other custodial record
holders.
The remaining common shareholders after the split would include Charles W.
Janke, the Company's Chief Executive Officer and a director, and J.H. Carpenter,
the Company's Chief Operating Officer and a director, and would also include
Charles F. Presley, the Company's Chief Financial Officer, if a split ratio can
be selected that maintains the common stock interest of Mr. Presley but no
others (except Messrs. Janke and Carpenter). If any record holder (other than
Messrs. Janke, Carpenter, and Presley) remains after the initial reverse stock
split, the Company intends to initiate a subsequent split to eliminate such
holders at the same $3.25 per pre-split share.
The Company's board of directors approved the reverse split and related
transactions based in part upon the unanimous recommendation of a special
committee of the board of directors established to represent the interests of
the minority common shareholders, as well as the opinion of the special
committee's financial advisor that the cash price being paid to the minority
common shareholders is fair from a financial point of view.
Currently, Mr. Janke beneficially owns 1,500,000 shares of Common Stock and Mr.
Carpenter beneficially owns 760,000 shares of Common Stock, which shares
together represent approximately 77.8% of Rampart's outstanding common shares.
While the reverse stock split is subject to the approval of the Company's common
shareholders, Messrs. Janke and Carpenter have indicated that they intend to
vote their common shares for the approval of the reverse stock split, which
shares are sufficient to approve the transaction. The Company will present the
reverse split proposals at its annual meeting of shareholders and has set August
4, 2003 as the record date for purposes of determining the common shareholders
entitled to vote at the annual meeting.
IMPORTANT LEGAL INFORMATION: INVESTORS AND COMMON SHAREHOLDERS ARE URGED TO READ
THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. THE PROXY STATEMENT WILL BE FILED
WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION BY RAMPART, AND INVESTORS AND
COMMON SHAREHOLDERS MAY OBTAIN A FREE COPY OF THE PROXY STATEMENT WHEN IT
BECOMES AVAILABLE, AND OTHER DOCUMENTS FILED WITH THE SEC BY RAMPART, AT THE
SEC'S WEBSITE AT WWW.SEC.GOV. THE PROXY STATEMENT, AND OTHER DOCUMENTS FILED BY
RAMPART, MAY ALSO BE OBTAINED FREE BY DIRECTING A REQUEST TO RAMPART CAPITAL
CORPORATION AT 16401 COUNTRY CLUB DRIVE, CROSBY, TEXAS 77532, TELEPHONE NUMBER
(713) 223-4610. INVESTORS AND COMMON SHAREHOLDERS MAY OBTAIN A DETAILED LIST OF
NAMES, AFFILIATIONS AND INTERESTS OF PARTICIPANTS IN THE SOLICITATION OF PROXIES
OF RAMPART AT THE ADDRESS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE.
CONTACT: RAMPART CAPITAL CORPORATION
Chuck Janke, Jim Carpenter, Charles Presley & Eileen Fashoro at
713/223-4610
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