SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14(A) 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 Rule 14a-11(c) or Rule 14a-12
Ameritrans Capital Corporations
(Name of Registrant as Specified In Its Charter)
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(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-b(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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 fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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[_] 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:
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DEFINITIVE PROXY MATERIAL -- FOR SEC USE ONLY
AMERITRANS CAPITAL CORPORATION
747 THIRD AVENUE, 4TH FLOOR
NEW YORK, NEW YORK 10017
Notice of Special Meeting of Shareholders
To Be Held on July 21, 2005
Dear Shareholders:
A Special Meeting of Shareholders of Ameritrans Capital
Corporation (the "Company") will be held at the law
offices of Stursberg & Veith, 405 Lexington Avenue, Suite 4949, New
York, New York, on Thursday, July 21, 2005, at 10:00 a.m., to consider and act
upon the following matters:
1. To consider the approval of a private offering of
shares of the Company's common stock, $.0001 par value (the "Common Stock"),
at a fixed purchase price of no less than book value as of July 18, 2005
(the "Purchase Price"), to a limited number of "accredited investors,"
as that term is defined in Rule 506 of Regulation D, promulgated under
the Securities Act of 1933, as amended (the "1933 Act"). For every
four (4) shares of Common Stock purchased, the Company will issue
to the investor one (1) warrant, exercisable for five (5) years
from the date of issuance, to purchase one (1) share of Common Stock at
an exercise price to be fixed at a specified dollar amount that is
no less than the Purchase Price and no more than 110% of the Purchase
Price; and
2. To consider and act upon such other matters as may
properly come before the meeting or any adjournment thereof.
The Board has fixed the close of business on June 15,2005
as the time which Shareholders are entitled to notice of and to vote at the
meeting and any adjournments as shall be determined. The stock transfer books
of the Company will remain open.
All Shareholders are cordially invited to attend the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES.
By Order of the Board of Directors,
/s/ Margaret Chance
MARGARET CHANCE, Secretary
June 27,2005
<Page>
AMERITRANS CAPITAL CORPORATION
747 THIRD AVENUE, 4TH FLOOR
NEW YORK, NEW YORK 10017
Proxy Statement for
Special Meeting of Shareholders
July 21,2005
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors (the "Board")
of Ameritrans Capital Corporation (the "Company") for use at the
Special Meeting of Shareholders to be held on Thursday, July 21,2005
or at any adjournment of that meeting. In considering whether or not
to have an adjournment, management will consider what is in the best
interest of the Shareholders. All proxies will be voted as marked.
Proxies marked as abstaining (including proxies containing broker
non-votes) on any matters to be acted upon by Shareholders will be
treated as present at the meeting for purposes of determining a quorum
but will not be counted as votes cast on such matters. Any proxy may
be revoked by a Shareholder at any time before it is exercised by
written or oral request to Margaret Chance, Secretary of the Company.
The date of mailing of this Proxy Statement is expected to be on or about
June 27,2005.
The Board has fixed June 15,2005, as the
record date for the determination of Shareholders entitled to vote
at the Special Meeting. At the close of business on June 13,
2005, there were outstanding and entitled to vote 2,035,600 shares
of common stock, $.0001 par value ("the Common Stock") of the Company
and 300,000 shares of 9 3/8% cumulative participating preferred stock,
(the "Participating Preferred Stock"). Each share of Common Stock and
Participating Preferred Stock is entitled to one vote.
Security Ownership of Certain Beneficial Owners
The following table sets forth information concerning ownership
of the Company's Common Stock as of June 13,2005, by each
person known by the Company to be the beneficial owner of more than
five percent (5%) of the Common Stock.
NUMBER OF PERCENTAGE OF
SHARES OF OUTSTANDING
COMMON STOCK COMMON STOCK
NAME OWNED OWNED
*Gary C. Granoff 339,975 (1) 16.70%
*Steven Etra 124,681 (2) 6.13%
Dan M. Granoff 164,579 (3) 8.08%
Children's Hospital
Oakland Research
Institute
747 52nd Street
Oakland, CA
Paul D. Granoff 143,179 (4) 7.03%
c/o Rush-Copley
Medical Center
1900 Ogden Avenue
Aurora, IL 60504
Infinity Capital 201,000 9.87%
Partners, L.P.
767 Third Avenue,
16th Floor
New York, New York
10017
Mitchell Partners 188,585 9.26%
L.P.
3187-D Airway Avenue
Costa Mesa, CA 92626
(1) Includes (i) 155,180 shares of Common Stock
(the "Shares") owned directly by Mr. Granoff;
(ii) 3,300 warrants, which are exercisable into 3,300
Shares at a price of $6.70 per share and expire April 1,2007
(the "Public Warrants"); (iii) 16,900 Shares owned by
the Granoff Family Foundation, a charitable foundation
for which Mr. Granoff and his mother and brother are
trustees; (iv) 261 Shares held by GCG Associates Inc.,
a corporation controlled by Mr. Granoff;(v) 78,584 Shares
and 500 Public Warrants owned by DAPARY Management Corp.,
a corporation controlled by Mr. Granoff; (vi) 12,000 Shares
and 1,000 Public Warrants owned by J & H Associates
Ltd. Pts., a partnership whose general partner is GCG
Associates Inc., a corporation controlled by Mr. Granoff;
(vii) 57,100 Shares, and 1800 Public Warrants held by Mr. Granoff
in various IRA or pension accounts, and (viii) 13,350 Shares
issuable upon exercise of five-year options issued under the
1999 Employee Plan, as amended (the "1999 Employee Plan") Excludes
(A) 12,937 Shares, and 1,000 Public Warrants owned directly by
Leslie Granoff, Mr.Granoff's wife, of which Shares he disclaims
beneficial ownership; and (B) 47,855 Shares held by JR Realty
Corp., a company owned in part and controlled in part by
Mr. Granoff's wife, with respect to which Mr. Granoff
serves as Treasurer.
(2) Includes (i) 8,294 Shares held directly by Mr. Etra; (ii)
29,022 Shares owned jointly by Mr. Etra and his wife; (iii)
27,000 Shares held by Mr. Etra's wife; (iv) 35,990 Shares
held by Fiserv Securities Inc. for the benefit of Mr. Etra's
IRA; (v) 10,000 Shares held by SRK Associates LLC, a limited
liability company controlled by Mr. Etra, (vi) 10,000 Shares
held by Lance's Property Development Corp. Pension Plan, of
which Mr. Etra is a trustee; and (vii) 4,375 Shares issuable upon the
exercise of five-year options issued under the 1999 Employee
Plan.
(3) Includes (i) 143,679 Shares owned by Dr. Dan Granoff
directly; (ii) 16,900 Shares owned by the Granoff Family
Foundation, a charitable foundation, of which Jeannette
Granoff, Gary C. Granoff, and Dr. Dan M. Granoff are the
trustees; and (iii) 4,000 Shares held in an IRA Rollover
Account for the benefit of Dr. Granoff.
(4) Includes 40,049 Shares held by Dr. Paul Granoff directly,
77,630 held by Granoff Family Partners Ltd., of which Dr.
Granoff is a general partner, and 25,500 Shares held by the
Granoff Pediatric Associates Profit Sharing Plan. Excludes
14,127 Shares held by Suzanne Granoff, Dr. Granoff's wife, of
which Shares he disclaims beneficial ownership.
Except pursuant to applicable community property laws or as
described above, each person listed in the table above has sole
voting and investment power, and is both the owner of record and the
beneficial owner of his or her respective Shares.
All of the persons listed above, for as long as they continue
to hold five percent (5%) or more of the Company's outstanding
Common Stock, will be deemed affiliated persons of the Company, as
such term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth certain information as to the stock
ownership of all of our officers, directors, and employees as of
June 13, 2004.
NAME NUMBER OF PERCENTAGE OF NUMBER OF PERCENTAGE OF
OF SHARES OF OUTSTANDING SHARES OF OUTSTANDING
SHAREHOLDER COMMON STOCK COMMON STOCK PARTICIPATING PREFERRED
OWNED OWNED PREFERRED STOCK OWNED
STOCK OWNED
*Gary C. Granoff 339,975 (1) 16.70% 7,038(a) 2.34%
*Ellen M. Walker 42,374 (2) 2.08% ** **
*Lee A. Forlenza 43,523 (3) 2.14% 1,000 **
*Steven Etra 124,681 (4) 6.13% ** **
Paul Creditor 12,020 (5) ** ** **
Allen Kaplan 15,020 (6) ** ** **
John R. Laird 8,100 (7) ** ** **
Howard F. Sommer 8,000 (8) ** ** **
Wesley Finch 40,788 (9) 2.00% 10,000 3.33%
*Margaret Chance 7,240 (10) ** 220(b) **
*Silvia Mullens 3,350 (11) ** ** **
All officers and 645,071 31.68% 18,258 6.09%
Directors, as a
group (11 persons)
* Gary C. Granoff, Ellen M. Walker, Lee A. Forlenza, Steven Etra,
Margaret Chance, and Silvia Mullens are each "interested persons"
with respect to Ameritrans and Elk, as such term is defined in the
1940 Act.
** Less than 1%.
(1) Includes (i) 155,180 Shares owned directly by Mr.
Granoff; (ii) 3,300 Public Warrants;(iii) 16,900 Shares
owned by the Granoff Family Foundation, a charitable
foundation for which Mr. Granoff and his mother and brother
are trustees; (iv) 261 Shares held by GCG Associates
Inc., a corporation controlled by Mr. Granoff; (v)
78,584 Shares and 500 Public Warrants owned by DAPARY
Management Corp., a corporation controlled by Mr.
Granoff; (vi) 12,000 Shares and 1,000 Public Warrants
owned by J & H Associates Ltd. Pts., a partnership whose
general partner is GCG Associates Inc., a corporation
controlled by Mr. Granoff; (vii) 57,100 Shares, and
1800 Public Warrants held by Mr. Granoff in various IRA or
pension accounts, and (viii) 13,350 Shares issuable
upon exercise of five-year options issued under the
1999 Employee Plan. Excludes (A) 12,937 Shares, and
1,000 Public Warrants owned directly by Leslie Granoff,
Mr.Granoff's wife, which he disclaims beneficial
ownership; and (B) 47,855 Shares held by JR Realty
Corp., a company owned in part and controlled in part
by Mr. Granoff's wife, with respect to which Mr. Granoff
serves as Treasurer.
(a) Includes (i) 500 shares of Participating
Preferred Stock, owned by DAPARY Management
Corp., a corporation controlled by Mr. Granoff;
(ii) 1,000 shares of Participating Preferred
Stock owned by J & H Associates Ltd. Pts., a
partnership whose general partner is GCG
Associates Inc., a corporation controlled by Mr.
Granoff; (iii) 5,538 shares of Participating
Preferred Stock held by Mr. Granoff in various
IRA or pension accounts. Excludes 1,000 shares
of Participating Preferred Stock directly owned
by Leslie Granoff, Mr. Granoff's wife, which he
disclaims beneficial ownership.
(2) Includes (i) 200 Shares held by Ms. Walker as
custodian for her son, Paul; (ii) 22,800 Shares held
by various trusts of which Ms. Walker is a trustee
and as to which she disclaims beneficial ownership
(Gary C. Granoff retains a reversionary interest in
21,000 of such Shares), and (iii) 5,000 Shares issuable
upon the exercise of five-year options issued under
the 1999 Employee Plan, and (iv) 5,000 Shares
issuable upon the exercise of five-year options
issued under the 1999 Employee Plan.
(3) Includes (i) 35,218 Shares held directly by Mr.
Forlenza, (ii) 3,230 Shares held for the benefit of
Mr. Forlenza's IRA, (iii) 700 Public Warrants, and
(iv) 4,375 Shares issuable upon the exercise of
five-year options issued under the 1999 Employee Plan.
(4) Includes (i) 8,294 Shares held directly by Mr. Etra;
(ii) 29,022 Shares owned jointly by Mr. Etra and his
wife; (iii) 27,000 Shares held by Mr. Etra's wife;
(iv) 35,990 Shares held by Fiserv Securities Inc. for
the benefit of Mr. Etra's IRA; (v) 10,000 Shares held
by SRK Associates LLC, a limited liability company
controlled by Mr. Etra, (vi) 10,000 Shares held by
Lance's Property Development Corp. Pension Plan, of
which Mr. Etra is a trustee; (vii) 4,375 Shares
issuable upon the exercise of five-year options issued
under the 1999 Employee Plan.
(5) Includes 10,020 Shares issuable upon the exercise of
five-year options issued under the Non-Employee
(the "Director Plan").
(6) Includes 10,020 Shares issuable upon the exercise of
five-year options issued under the Director Plan.
(7) Includes 100 Shares owned directly by Mr. Laird and
8,000 Shares issuable upon exercise of five-year
options issued under the Director Plan
(8) 8,000 Shares issuable upon exercise of five-year
options issued under the Director Plan.
(9) Includes (i) 19,871 Shares owned directly by Mr. Finch;
(ii) 10,917 Shares issuable upon exercise of five-year
options issued under the Director Plan, and (iii) 10,000
Public Warrants.
Excludes (A) 6,000 Shares owned directly by Mr. Finch's
wife as to which he disclaims beneficial ownership and
(B) 26,300 Shares held by the Tudor Trust, a grantor
trust, of which Mr. Finch is the grantor, Mr. Finch's
wife and their two children are the beneficiaries,
and Mr. Finch's wife is one of the two trustees.
Mr. Finch disclaims beneficial ownership of the
trust's 26,300 Shares.
(10) Includes (i) 1,200 Shares owned directly by Ms. Chance,
(ii) 200 Shares held by Ms. Chance as custodian
for her daughter, Alexis Chance; (iii) 50 Shares held
directly by her daughter, Alexis Chance; (iv) 2,220
Shares held by Ms. Chance in various IRA or pension
accounts, (v) 220 Public Warrants (vi) 3,350 Shares
issuable upon the exercise of five-year options
issued under the 1999 Employee Plan.
(11) Includes 3,350 Shares issuable upon the exercise of
five-year options issued under the 1999 Employee Plan.
(b) Participating Preferred Stock held in a pension
account.
Except pursuant to applicable community property laws or as
described above, each person listed in the table above has sole
voting and investment power, and is both the owner of record and the
beneficial owner of his or her respective Shares.
Compliance with Section 16(a) of The 1934 Act
Section 16(a) of the Securities Exchange Act of 1934 (the "1934
Act") requires the Company's officers and directors, and persons who
own more than ten percent (10%) of the Company's Common Stock, to
("Reporting Persons") file initial reports of beneficial ownership
and changes in beneficial ownership with the Securities and
Exchange Commission ("SEC") and to furnish the Company with
copies of all reports filed.
Based solely on a review of the forms furnished to the Company,
or written representations from certain reporting persons, the
Company believes that while as of June 27, 2005 all changes in
beneficial ownership have been disclosed to the SEC as required by
Section 16(a) of the 1934 Act, certain Reporting Persons failed to
timely disclose changes in beneficial ownership with the filing SEC.
Ellen Walker, Lee Forlenza, Steven Etra, Margaret Chance, Silvia
Mullens, Gary Granoff, Paul Creditor, Allen Kaplan, John Laird,
and Howard Sommer each submitted one (1) late Form 4 to report
one (1) transaction that was not reported on a timely basis. The
Directors and Officers named above unintentionally failed to
disclose their change in beneficial ownership on SEC Form 4
within the required two business days. The above failures
to timely disclose the changes in beneficial ownership
were mistakes made in good faith. The Company however, has timely
disclosed the transactions on all Company filings made pursuant
to the 1934 Act and other federal securities laws.
Changes in Control
There are no arrangements known to the Company at this time
which may at a subsequent date result in a change of control
of the Company.
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PROPOSAL NO. 1
Offering Of Common Stock With Warrants To A Limited Number Of
Accredited Investors
At the meeting, Shareholders will vote on a proposal from the
Board to offer shares of the Company's Common Stock, at a fixed purchase
price of no less than book value as of July 18, 2005 (the "Purchase Price")
to a limited number of "accredited investors," as that term is defined
in Rule 506 of Regulation D promulgated under the Securities Act of
1933, as amended the ("1933 Act"). For every four (4) shares
of Common Stock purchased, the Company will issue to the investor
one (1) warrant (the "Warrants"), exercisable for five (5) years from
the date of issuance, to purchase one (1) share of Common Stock at an
exercise price to be fixed at a specified dollar amount that is no less
than the Purchase Price and no more than 110% of the Purchase Price
(collectively, the "Offering"). The Company proposes to raise aggregate gross
proceeds between a minimum of $3,000,000 (the "Minimum Offering") and up to a
maximum of $10,000,000 (the "Maximum Offering"). If approved by the requisite
number of Shareholders, the Offering will commence on or about July 22, 2005
and expire on or about September 22, 2005, unless extended, in the sole
discretion of the Board, for up to an additional 90 days.
NASD Rule 4350 requires Shareholder approval when a company
registered on the NASDAQ SmallCap Exchange offers a non-public sale
of common stock equal to twenty percent (20%) or more of the common
stock outstanding before the issuance for less than the greater of
book or market value of the stock. Book value of the Company's Common
Stock as of March 31, 2005 was $5.57 per share, and market value
as a close trading on June 13, 2005 was $5.55 per share. The Company
estimates, however, that as of July 18, 2005, book value of the Common
Stock will be between $5.50 and $5.90. Fluctuations in the market however, make
it difficult to predict whether the market value will be
greater than the book value, thereby triggering the requirements
of NASD Rule 4350.
As of close of business on June 13, 2005, there were 2,035,600
shares of Common Stock outstanding, 300,000 shares of Participating
Preferred Stock outstanding, and 300,000 Public Warrants outstanding.
There were also outstanding options to purchase up to 33,800 shares
of Common Stock granted under the Company's 1999 Employee
Plan and options to purchase up to 46,957 shares of
Common Stock granted under the Director Stock Option Plan.
Additionally, on April 18, 2002, the underwriter of a previous
offering was granted an option to purchase up to 30,000 units,
each unit consisting of one share of Common Stock, one share of
Participating Preferred Stock and one warrant exercisable into on share
of Common Stock (the "Units"). The Public Warrants and the Units expire
on April 18, 2007.
The Common Stock issued in this Offering will carry the same
rights, including dividend and voting rights, as the shares of
Common Stock of the Company currently issued and outstanding.
The shares will, however, be subject to restrictions on
transferability due to their issuance in a private offering. Shares
sold in this Offering are considered "restricted securities," as that
term is defined in the 1933 Act and rules promulgated thereunder
(the "Restricted Securities"). Rule 144 promulgated under the 1933 Act
("Rule 144") prescribes certain holding periods and other limits on
the sale of Restricted Securities. These restrictions limit the ability
of an investor to sell the Restricted Securities in various ways.
Shares owned by investors, who are not "affiliates" of the Company,
as that term is defined in Rule 144, may be sold after one (1) year,
subject to trading volume limitations and other conditions, and
will be completely free of restrictions after two (2) years, at which time
the shares of Common Stock sold in this Offering will be freely tradeable
on the NASDAQ SmallCap exchange or whichever exchange the Company's
Common Stock is listed on at the time.
For every four (4) shares of Common Stock purchased by an
investor, the investor will receive, for no additional consideration,
one (1) Warrant. No fractional Warrants will be issued. The number
of Warrants issued in this Offering will depend on the amount of Common
Stock sold and the Purchase Price. The Warrants vest immediately and are
exercisable for up to five (5) years from the date of issuance.
The exercise price will be fixed at a specified
dollar amount that is no less than the Purchase Price and no more than
110% of the Purchase Price; the exercise price may not be adjusted
at a later date.
The Common Stock issued in this Offering will rank, with respect to
the payment of the dividends and rights upon liquidation, dissolution
or winding up of the Company (collectively, the "Rights"), equal to
the Common Stock of the Company currently issued and outstanding.
The Rights of all Common Stock are subordinate to the Rights of the
Company's Participating Preferred Stock.
The aggregate net proceeds of this Offering are estimated to be
approximately $2,950,000 if the Minimum Offering is sold and approximately
$9,900,000 if the Maximum Offering is sold. The Company will use these
proceeds to increase its investment portfolio by making loans and investments
pursuant to the Company's Fundamental Investment Policies, as set forth in the
Company's periodic and quarterly filings with SEC.
The Board elected to make this Offering rather than a public offering
of Common Stock after considering the longer timeframe and increased
expenses associated with a public offering versus a private
offering. It is the opinion of the Board that a private offering
better serves the Company's immediate investment goals and maximizes the
proceeds available to the Company.
This proposal must be approved by at least a majority vote of all
the outstanding voting shares (including shares of Common Stock and
Participating Preferred Stock) present in person or represented by
proxy at the meeting and entitled to vote on this Offering. Shareholders
will vote at the meeting by casting ballots (in person or by proxy)
which are tabulated by one or two independent persons appointed at the meeting,
who serve an inspectors of the meeting and who execute an oath to
discharge their duties. It is the intention of the persons named in the
accompanying form of proxy to vote such proxy for approval of this
Offering, or if any non-material changes are made to the Offering,
to vote as shall be determined by the persons named in the proxy
in accordance with their judgment. In the event of a negative vote
of the Shareholders, the Company will not proceed with the Offering.
The Board recommends a vote FOR Proposal No.1.
PROPOSAL NO. 2
OTHER MATTERS
The Board does not know of any other matters which may come
before the meeting. However, if any other matters are properly presented at
the meeting, it is the intention of the persons named in the accompanying proxy
to vote, or otherwise to act, in accordance with their judgment on such
matters.
Financial and Other Information
The information required information by Item 13(a) of Schedule
14A with respect to the Company's consolidated financial statements
and management's discussion and analysis of financial condition and
results to operations are incorporated by reference hereto, as allowed
by Rule 0-4 of the 1940 Act. Representatives of the Company's independent
accountants, Rosen Seymour Shapss Martin & Company LLP, are expected to
be present at the Special Meeting and will have the opportunity to make
a statement if they desire to do so and are also expected to be available
to respond to appropriate questions.
Requests for Financial Statements
Ameritrans will furnish, without charge a copy of its financial
statements for the fiscal year ended June 30, 2004, and for the nine-months
ended March 31, 2005, to Shareholders who make a written request to the
Company at: 747 Third Avenue, 4th Floor, New York, New York 10017 or call
Ameritrans toll free at (800) 214-1047.
Form 10-K
The Company filed an Annual Report on Form 10-K for the fiscal year ended
June 30, 2004 with the SEC on September 28, 2004. Shareholders may obtain a
copy of this report, without charge, by making a written request to the Company
at: 747 Third Avenue, 4th Floor, New York, New York 10017
or by visiting the Company's website at www.ameritranscapital.com.
Forward Looking Statements
This proxy statement contains forward-looking statements within the
meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act which
are intended to be covered by the safe harbors created thereby. Typically,
the use of the words "believe," "anticipate," "plan," "expect," "seek,"
"estimate," and similar expressions identify forward-looking statements.
Unless a passage described a historical event, the statement should be
considered a foward-looking statement. Although we believe that the assumptions
underlying the forward-looking statements contained herein are reasonable,
any of the assumptions could be inaccurate, and therefore, the forward-looking
statements included in this proxy statement may prove to be inaccurate.
Our actual results may differ materially from the results anticipated
in the forward-looking statements. Any forward-looking statements contained
in this proxy statement involve risks and uncertainties, including but not
limited to, risks that the Offering described in this proxy statement will
not close, risks that the registration of shares underlying the Warrants
may not occur, risks related to changes in the regulation of investment
companies, market acceptance risks, the impact of competition, and other
risks identified in the Company's other filings with the SEC. In light
of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not
be regarded as a representation by the Company or any other person that
the objectives and plans of the Company will be achieved. We undertake
no obligation to publicly release the results of any revisions to these
forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Deadline for Submission of Shareholder Proposals
Proposals of Shareholders intended to be presented at next year's
Annual Meeting of Shareholders must be received by the Company at its
principal executive offices not later than October 1, 2005, for inclusion
in the proxy statement for that annual meeting. Submissions received after
that date will be considered untimely. Mere submission of a proposal does
not guarantee its inclusion in the proxy statement or its presentation at
the meeting since certain federal rules must also be met.
All costs of solicitation of proxies will be borne by the Company.
In addition to solicitations by mail, Ameritrans' directors, officers and
regular employees, without additional renumeration, may solicit proxies
by telephone and personal interview.
<Page>
The Board invites Shareholders to attend the Special Meeting.
Whether or not you plan to attend, you are urged to complete, date, sign,
and return the enclosed proxy in the accompanying envelope. Prompt response
will greatly facilitate arrangements for the meeting, and your cooperation
will be appreciated. Shareholders who attend the meeting may vote their
stock personally even though they have sent in their proxies.
By Order of the Board of Directors,
/s/ Margaret Chance
MARGARET CHANCE, Secretary
June 27, 2005