UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
World Services, Inc.
724 North Kline, P.O. Box 786
Aberdeen, SD 57402
Report of Change in Majority of Directors
March 11, 2002
This Information Statement is being mailed on or about March 11, 2002 to
the holders of shares of common stock, par value $0.001 of World Services, Inc.,
a South Dakota corporation ("World Services"). You are receiving this
Information Statement as notice of a change in the majority of the directors of
World Services' Board. This information statement is provided for information
purposes only. We are not soliciting proxies in connection with the items
described herein. You are not required to respond to this information statement
or take any action.
Change in Control
-----------------
On February 22, 2002, Super 8 Motel Developers, Inc. ("Developers")
completed a public tender offer to purchase all outstanding shares of World
Services' common stock by accepting for payment all 2,085,281 shares of World
Services' common stock that were properly tendered prior to the expiration of
the tender offer at 12:00 midnight on February 21, 2002 local time.
Developers' tender offer was made and completed in accordance with the
terms and conditions set forth in Developers' Schedule TO and related tender
offer materials filed October 2, 2001, as amended. Payment in the amount of $.90
per share for the properly tendered shares has been made through Wells Fargo
Bank, the depositary and paying agent for the tender offer. As a result of the
completion of the tender offer, Developers owns approximately 79.0% of the total
issued and outstanding shares of World Services' common stock. Developers is a
South Dakota corporation with its principal executive office located at 523
Camelot Drive, P.O. Box 4800, Aberdeen, South Dakota 57402-4800 and is engaged
in the acquisition, development and management of budget motels located
primarily in Virginia, Maryland, Delaware and the District of Columbia.
The total amount of funds used by Developers to purchase the properly
tendered shares of World Services common stock was $1,876,752.90. Developers
paid this amount through a combination of its cash on hand and borrowings
pursuant to a letter of commitment dated January 10, 2002 from Wells Fargo Bank,
South Dakota, N.A. The letter of commitment requires that Developers use its own
cash on hand to fund no less than 38% of the total cost of the tender offer. The
letter of commitment provides for a one year note of up to $1.5 million at a
rate equal to the Wells Fargo Bank National Prime variable, with principal and
interest due at maturity. The borrowings pursuant to the letter of commitment
are secured by the shares of common stock of World Services that Developers
acquired in the tender offer.
In connection with the completion of the tender offer, all of the existing
directors and officers of World Services have agreed to resign and appoint Mr.
Harvey D. Aman, Mr. Joel W. Albrecht, and Mr. Ronald J. Rivett to World
Services' Board of Directors (the "Director Designees") and to reduce the number
of directors from five to three. The current directors and officers of World
Services shall resign and be replaced by the Director Designees on, or promptly
after the tenth (10th) day following the mailing and filing of this Information
Statement. Upon the effectiveness of such resignations and appointments, the
Directors Designees will constitute all of the members of the board of directors
of World Services. The Director Designees have informed World Services that they
intend to appoint Mr. Aman to serve as President, Mr. Rivett to serve as Vice
President, and Mr. Albrecht to serve as Secretary/Treasurer of World Services
(the "Officer Designees"). As a result of the foregoing there has been a change
of control, both in stock ownership and management of World Services.
Security Ownership
------------------
As of February 22, 2002, World Services had 2,639,697 shares of common
stock issued and outstanding. Each share of common stock entitles the holder
thereof to one vote on each matter which may come before a meeting of the
shareholders. As a result of the tender offer, Developers owns 2,085,281 shares,
or just under 79.0% of World Services' outstanding common stock.
Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth certain information known to World Services
with respect to beneficial ownership of the World Services' common stock as of
February 22, 2002, by the following: (i) each person or entity that beneficially
owns more than 5% of World Services' common stock, (ii) each Director Designee
and Officer Designee, and (iii) all Director Designees and Officer Designees as
a group.
Name and Address of Beneficial Amount and Nature of
Title of Class Owner of Shares* Beneficial Ownership Percent of Class
-------------- --------------- -------------------- ----------------
Common Stock Joel W. Albrecht None --
Common Stock Harvey D. Aman** None --
Common Stock Ronald J. Rivett** None --
Common Stock Super 8 Motel Developers, Inc. 2,085,281 79.0%
All Director Designees and Officer Designees as a group None --
* The address for all of the Director Designees and Officer Designees and for
Developers is 523 Camelot Drive, P.O. Box 4800, Aberdeen, SD 57402-4800.
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** Mr. Aman is the President, Chief Operating Officer and a Director of
Developers and Mr. Rivett is the Vice President, a Director and Chairman of
Developers, and in such capacity each has de facto voting and dispositive
power over the shares of World Services common stock owned of record by
Developers listed in the table above. As the co-trustee of The Rivett
Family Trust, Mr. Rivett has voting and dispositive power with respect to
approximately 32.9% of the outstanding shares of Developers, and as an
individual shareholder Mr. Aman has voting and dispositive power with
respect to approximately 1.9% of the outstanding shares of Developers.
However, such interests do not increase Messrs. Rivett and Aman's voting
and dispositive power with regard to World Services' common stock beyond
that which they hold as directors and officers of Developers.
Directors and Executive Officers
--------------------------------
The following persons are the Director Designees and Officer Designees of
World Services:
Name Age Designee Position
---- --- -----------------
Joel W. Albrecht 45 Director and Secretary/Treasurer
Harvey D. Aman 60 Director and President
Ronald J. Rivett 61 Director and Vice President
The present principal occupation or employment and material occupations,
positions, officers or employment for the past five years of each of the
Director Designees and Officer Designees of World Services are set forth below.
Joel W. Albrecht Since January 2002, Mr. Albrecht has been the Chief
Financial Officer of The Rivett Group, LLC and from June 2000 to January 2002
was the Controller for The Rivett Group, LLC. The Rivett Group, LLC is a limited
liability company that develops, owns and manages businesses related to
hospitality services industry. From 1988 to June 2000, Mr. Albrecht was the Vice
President and the Secretary/Treasurer of Developers.
Harvey D. Aman Since 1984, Mr. Aman has been the President and Chief
Operating Officer and a Director of Developers.
Ronald J. Rivett Since 1984, Mr. Rivett has served as Vice President, a
Director and the Chairman of Developers. Since 1993, Mr. Rivett has also been
the Chairman of The Rivett Group, LLC, a limited liability company that
develops, owns and manages businesses related to the hospitality services
industry.
No family relationship exists between any of World Services' Director
Designees or Officer Designees. None of the Director Designees or Officer
Designees is a director or officer of any other company with a class of
securities registered under the Securities Exchange Act of 1934, as amended.
Directors Meetings and Compensation
-----------------------------------
In 2001, World Services' Board of Directors met eleven times and acted one
time by unanimous written consent. World Services does not have a standing
audit, compensation or nominating committee, nor any other committees performing
similar functions. World Services pays its directors $150 per directors' meeting
attended. In addition, officers and directors may receive reimbursement for
out-of-pocket expenses incurred by them in connection with the business of World
Services
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World Services has no other arrangements pursuant to which it compensates
its directors for acting in their capacities as such.
Executive Compensation
----------------------
The following tables provides certain information for the years ended
December 31, 2001, 2000 and 1999, respectively, concerning compensation awarded
to, earned by or paid to the President of World Services. No executive officer
of World Services received compensation in excess of $100,000 during 2001.
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
------ -------
Other Restricted Securities
Annual Stock Underlying All Other
Name and Year Salary Bonus Compensation Award(s) Options/ LTIP Compensation
Principal Position Ended ($) ($) ($) ($) SARs (#) Payouts ($)
- ------------------ ----- ------ ----- ------------ -------- -------- ------- ------------
Ronne Tarrell 2002 $ 3,666.67
President and Chief 2001 $22,000 -- -- -- -- --
Executive Officer 2000 $22,000 -- -- -- -- -- --
1999 $22,000 -- -- -- -- -- --
In February 2002, the Board of Directors granted Mr. Tarrell a one-time
bonus of $6,000 for his services in coordinating World Services' actions in
connection with Developers' tender offer.
By Order of the Board of Directors, as of this 11th day of March, 2002:
World Services, Inc.
/s/ Ronne Tarrell
- -----------------
Ronne Tarrell, President
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