GREENLAND
CORPORATION
7084 Miramar Road (Diamond) San Diego, CA 92121
October 27, 1997
Dear Stockholder:
The purpose of this letter is to emphasize the importance to you as a Greenland
Corporation Stockholder of the successful passage of the measures detailed in
the attached information statement.
The first proposal is to approve the exchange of the Company's wholly-owned
subsidiary, GAM Properties, Inc., for Convertible Preferred Stock of Golden Age
Homes, Inc. (NASD symbol: GAHI). As you are aware, Greenland has been focused
largely on the development and deployment of our AirLink(TM) automated meter
reading technology. As a result of increased activity and attention to our
technology operations, our real estate interests have tended to de-focus
management's attentions. Additionally, without additional working capital, which
management believes would be more appropriately used to advance its technology,
the GAM subsidiary would continue to have a negative financial effect on the
Company.
The second proposal involves approval of an Amendment to the Company's Articles
of Incorporation to authorized the issuance of up to 100,000,000 shares of the
Company's common stock from its existing 50,000,000 share authorization.
Approval of this measure will enable the Company to pursue capitalization
strategies to take advantage of the opportunities associated with our AirLink
AMR operations. The Company has begun deploying AirLink pilot systems and
requires more technical and marketing staff in order to service current and
prospective customers.
Pursuant to earlier stockholder approval, the Company will adopt its name change
to AirLink Digital Corporation following the passage of these proposals.
Your Board of Directors has evaluated several alternatives to these proposals
and has concluded the proposed courses of action to be in the best interest of
the Company and its Stockholders and recommends a VOTE FOR each of the
proposals, which are detailed in the attached Information Statement.
To avoid the cost and inconvenience to all stockholders associated with a
special stockholders meeting and to attempt to resolves these matters prior to
the next annual meeting of stockholders, Greenland is seeking adoption of the
proposals through the written consent of the stockholders, in accordance with
Nevada Corporation Law. The proposals are very important to the Company and its
Stockholders and the vote of a majority of the outstanding shares of Common
Stock by written consent is necessary to constitute a quorum for the Proposals.
Your vote is very important to the future of the Company. Failure of these
proposals could have a material adverse effect on the Company and could result
in the inability of the Company to continue as a going concern.
Please review the enclosed information statement carefully and sign the enclosed
card to indicate whether you approve or disapprove of the proposed corporate
actions. YOUR RESPONSE SHOULD BE RECEIVED NO LATER THAN THE DECEMBER 1, 1997
DEADLINE DESCRIBED IN THE INFORMATION STATEMENT IN ORDER FOR YOUR VOTE TO BE
CONSIDERED. MOREOVER, WE REQUEST THAT YOU RESPOND PROMPTLY SO THAT WE MAY
RESOLVE THESE MATTERS AT THE EARLIEST POSSIBLE DATE. IF YOU FAIL TO RESPOND BY
THE DECEMBER 1, 1997 DEADLINE, YOUR SHARES WILL BE VOTED BY THE BOARD OF
DIRECTORS.
If you have any questions, please contact Gerry Berg, Chief Financial Officer,
at Greenland during regular business hours.
Sincerely yours,
/s/
ERIC W. GAER
President and Chief Executive Officer
GREENLAND CORPORATION
INFORMATION STATEMENT
INTRODUCTION
GENERAL INFORMATION FOR STOCKHOLDERS
The Board of Directors of Greenland Corporation, a Nevada corporation (the
"Company" or "Greenland") is soliciting the enclosed Proxy for use at a Special
Meeting of Shareholders of the Company to be held on December 5, 1997 (the
"Special Meeting"). This Proxy statement is being first sent to stockholders on
or about October 27, 1997.
Stockholders may state their approval or disapproval of these proposals by so
indicating on the accompanying Proxy card, and returning the card in the
enclosed self addressed, postage paid envelope so that your Proxy is received on
or before December 1, 1997. Only Proxies received on or before December 1, 1997
will be used by the Company to determine whether the proposed actions have
received sufficient stockholder approval for adoption. Proxies that are not
received by the December 1, 1997 deadline will be voted by the Board of
Directors.
Unless contrary instructions are indicated on the Proxy, all shares represented
by valid Proxies received pursuant to this solicitation (and not revoked before
they are voted) will be voted FOR (1) the approval of the exchange of the
Company's shares of its wholly-owned GAM Properties, Inc. subsidiary for Class A
Convertible Preferred stock of Golden Age Homes, Inc. ("GAHI" or Golden Age");
and (2) the amendment of the Company's Articles of Incorporation to effect the
increase of its authorized common stock from 50,000,000 shares to 100,000,000
shares. No other business may come before the Special Meeting.
A Proxy may be revoked by written notice to the Secretary of the Company at any
time prior to the Special Meeting, by executing a later Proxy or by attending
the Special Meeting and voting in person.
The Company will bear the cost of solicitation of Proxies. In addition to the
use of mails, Proxies may be solicited by personal interview, telephone, or
telegraph, by officers, directors, and other employees of the Company.
The Company's mailing address is 7084 Miramar Road, 4th Floor, San Diego,
California 92121, which is the address of the Company's offices.
VOTING
Shareholders of record at the close of business on October 22, 1997 (the "Record
Date") will be entitled to notice of and to vote at the Special Meeting or any
adjournments thereof.
As of that date 27,817,156 shares of common stock, par value $.001, of the
Company ("Common Stock") were outstanding (excluding warrants to purchase
1,528,000 shares), representing the only voting securities of the Company. Each
share of Common Stock is entitled to one vote.
Votes cast by Proxy or in person at the Special meeting will be counted by the
person appointed by the Company to act as Inspector of Election for the Special
Meeting. The Inspector of Election will treat shares represented by Proxies that
reflect abstentions or include "broker non-votes" as shares that are present and
entitled to vote for purposes of determining the presence of a quorum.
Abstentions or "broker non-votes" do not constitute a vote FOR or AGAINST any
matter and thus will be disregarded in the calculation of "votes cast". Any
unmarked Proxies, including those submitted by brokers or nominees, will be
voted FOR the proposals, as indicated in the accompanying Proxy card.
GREENLAND CORPORATION
ITEM NO. 1
The proposal is to authorize the exchange of the stock of the Company's
wholly-owned GAM Properties, Inc. ("GAM") stock for Class A Convertible
Preferred stock of Golden Age Homes, Inc.
Golden Age is a public company whose shares are traded over-the-counter under
the symbol GAHI. Golden Age owns a variety of Real estate rental properties in
San Diego that are focused on providing home care to the elderly.
On October 15, 1997, the Company entered into a Letter of Intent, which outlines
the terms and conditions to be included in a definitive agreement between the
Company and Golden Age. Under the terms of the proposed agreement, the Company
will transfer and convey its total ownership in GAM to Golden Age in exchange
for 340,000 shares of Golden Age Class A Convertible Preferred Stock,
convertible, on the two-year anniversary ate from the date of issuance, into
Golden Age common stock at a rate equal to $5.00 per share pr 90% of the average
bid price of Golden Age common stock on the five days preceding the date of
conversion. Alternatively, Golden Age will have the option to call the Class A
Convertible Preferred Stock at $5.50 per share within thirty days of the
Company's request for conversion. The net effect of the transaction is an
exchange of $1,700,000 in assets.
Reasons for the transaction. The Company has operated its GAM subsidiary for the
past few years. However, the emphasis of the Company's business plan is on its
AirLink automated meter reading technology, which the Company has just begun
deploying in three test markets in the United States. GAM has continued to post
losses and management believes that GAM will continue to do so without the
infusion of significant amounts of working capital. Moreover, GAM operations
tend to de-focus management from its AirLink operations. The exchange of GAM
assets for equity in Golden Age will not adversely affect the Company's balance
sheet and will allow management to focus its attention and the Company's capital
on opportunities presented by its AirLink product line.
ITEM NO. 2
The proposal is to amend the Company's Articles of Incorporation to effect the
increase of its authorized common stock. The Board of Directors has adopted a
resolution proposing that Article FIFTH of Greenland Corporation's Articles of
Incorporation be amended to increase the authorized common stock of the Company
from 50,000,000 to 100,000,000 shares. The proposed amendment cannot become
effective unless it is approved by a majority of the stockholders entitled to
vote thereon.
As of October 22, 1997, 27,817,156 shares of common stock, par value $.001, of
the Company were outstanding (excluding warrants to purchase 1,528,000 shares).
The Company's common stock is presently being traded on the NASD Electronic
Bulletin Board under the symbol GLCP.
Reasons for the proposal. The Board of Directors believes that the additional
authorization of common stock is advisable and in the best interests of the
Company and its stockholders. The quoted prices on the NASD Electronic Bulletin
Board for the Company's common stock have been lower than in the past, which has
placed pressures upon the Company to issue more shares for capital investment in
the Company than in the past. In order for the Company to continue to raise
needed capital for ongoing operations and expansion, additional authorized
shares will be necessary.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors has adopted and approved the proposals, subject to the
requisite approval by the Company's stockholders. The affirmative vote of a
majority of the outstanding shares of common stock is required to adopt the
proposals. The Board of Directors of the Company has considered the proposals
and recommends that the Company's stockholders adopt the proposals as set forth
in this Proxy statement.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of October 22, 1997, by (i) each of
the Company's named executive officers and directors, and (ii) the Company's
named executive officers and directors as a group.
No shareholder is known by the Company to be the beneficial owner of more than
5% of any class of the Company's voting securities.
For purposes of this Proxy Statement, beneficial ownership of securities is
defined in accordance with the rules of the Securities and Exchange Commission
with respect to securities, regardless of any economic interests therein. Except
as otherwise indicated, the Company believes that the beneficial owners of the
securities listed below have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Unless
otherwise indicated, the business address for each of the individuals listed
below is the same as that of the Company.
- --------------------------------------------------------------------------------
Number of Shares Percent
Name Beneficially Owned Beneficially Owned
- --------------------------------------------------------------------------------
Officers and Directors
Eric W. Gaer1
President, CEO, Director ............... 746,619 2.7%
Gerry B. Berg2
CFO, Director ................... .. 435,020 1.6%
Michael H. DeDomenico3
Secretary, Director ......................339,996 1.2%
Guy R. Nelson4
Director...................... 25,000 0.1%
Officer and Directors as a group
(4 persons) ............................1,546,635 5.6%
- --------------------------------------------------------------------------------
Excluding warrants now exercisable to purchase 500,000 shares of
Greenland common stock. Excluding warrants now exercisable to purchase
450,000 shares of Greenland common stock. Excluding warrants now
exercisable to purchase 500,000 shares of Greenland common stock.
Excluding warrants now exercisable to purchase 28,000 shares of
Greenland common stock.
BY ORDER OF THE BOARD OF DIRECTORS
/s/
Michael H. deDomenico
Secretary
San Diego, California
October 27, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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(e)(2)
x/ Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to _240.14a-11(c) or _240.14a-12
GREENLAND CORPORATION
(Name of Registrant as specified in its charter)
Commission File Number: 017833
GREENLAND CORPORATION(Name of Registrant as specified in its charter)
Commission File Number: 017833
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
x/ No fee required.
|_| Fee computed on the 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:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act rule 0-11. (Set forth the amount on which the filing 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.
GREENLAND CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR SPECIAL MEETING OF SHAREHOLDERS ON DECEMBER 5, 1997
The undersigned hereby appoints Eric W. Gaer, Gerry B. Berg, Michael H.
DeDomenico, and Guy R. Nelson, and each or any of them, as true and lawful
agents and proxies with full power of substitution in each, to represent the
undersigned in all matters coming before the Special Meeting of Shareholders of
Greenland Corporation to be held at the office of the Company, 7084 Miramar
Road, 4th Floor, San Diego, California 92121 at 10:00 AM Pacific Time, on
Friday, December 5, 1997, and any adjournments thereof, and to vote as follows:
ADOPTION OF THE PROPOSAL TO AUTHORIZE THE EXCHANGE OF THE STOCK OF THE
COMPANY'S GAM PROPERTIES, INC. SUBSIDIARY FOR CLASS A CONVERTIBLE PREFERRED
STOCK OF GOLDEN AGE HOMES, INC.
FOR |_| AGAINST |_| ABSTAIN |_|
AMENDMENT OF ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK
TO 100,000,000 SHARES
FOR |_| AGAINST |_| ABSTAIN |_|
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED ABOVE
BY THE SHAREHOLDER.
NUMBER OF SHARES
- --------------------------------------------------- ---------------------
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW
---------------------
Dated
Signature
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Signature
Joint Owners should each sign. Attorneys-in-fact, administrators, custodians,
partners, or corporation officers should give full title.
PLEASE DATE, SIGN, AND RETURN IN THE ENCLOSED ENVELOPE PROMPTLY.