UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No
Filed by the Registrant []
Filed by a Party other than the Registrant []
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 41A-
6(E)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant {section}240.14a-12
AMERITRANS CAPITAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(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 I 4a-6(i)(l) 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-Il (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN
THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
[ ] Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
14a-6(i)(1) and 0-11 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
AMERITRANS CAPITAL CORPORATION
747 THIRD AVENUE, 4TH FLOOR
NEW YORK, NEW YORK 10017
Notice of Special Meeting of Shareholders
To Be Held on January 23, 2006
Dear Shareholders:
The Special Meeting of Shareholders of Ameritrans Capital Corporation
("Ameritrans" or the "Company") will be held at the offices of Stursberg &
Veith, 405 Lexington Avenue, Suite 4949, New York, New York, on Monday January
23, 2005, at 10:00 a.m., to consider and act upon the following matters:
1. To consider the approval of an extension of the offering period of
the Company's July 29, 2005 private offering of Common Stock with warrants (the
"Offering"), to March 31, 2006, which Offering period extension if not approved
by Shareholders, will expire on January 25, 2006; 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 December 20, 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.
By Order of the Board of Directors,
MARGARET CHANCE, Secretary
December 29, 2005
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.
AMERITRANS CAPITAL CORPORATION
747 THIRD AVENUE, 4TH FLOOR
NEW YORK, NEW YORK 10017
Proxy Statement for
Special Meeting of Shareholders
January 23, 2006
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Ameritrans Capital Corporation (the
"Company") for use at the Special Meeting of Shareholders to be held on January
23, 2006 and 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 December 29, 2005.
SOLICITATION OF PROXIES
The proxy enclosed with this Proxy Statement is solicited by the Board of
Directors of the Company. Proxies may be solicited by officers, directors and
regular supervisory and executive employees of the Company, none of whom will
receive any additional compensation for their services. Such solicitations may
be made personally, or by mail, facsimile, telephone, email, telegraph or
messenger. The Company may reimburse brokers and other persons holding shares in
their names or in the names of nominees for expenses in sending proxy materials
to beneficial owners and obtaining proxies from such owners. All of the costs of
solicitation of proxies will be paid by the Company.
All properly executed proxies delivered pursuant to this solicitation and
not revoked will be voted in accordance with the directions given and, in
connection with any other business that may properly come before the Special
Meeting, in the discretion of the persons named in the proxy.
VOTING SECURITIES
The Board of Directors has fixed December 20, 2005, as the record date for
the determination of Shareholders entitled to vote at the Special Meeting. At
the close of business on December 12, 2005, there were outstanding and entitled
to vote 2,693,220 shares of Common Stock of the Company and 300,000 shares of
Participating Preferred Stock. Each share of Common Stock and Participating
Preferred Stock is entitled to one vote for each share held. Stockholders have
no dissenters' rights of appraisal in connection with any matter being presented
at the Special Meeting.
As of December 12, 2005, there were 2,703,220[1] shares of the Company's
Common Stock, $.0001 par value, and 300,000 shares of Participating Preferred
Stock outstanding. The following table sets forth certain information as to (i)
those persons who, to our knowledge, owned 5% or more of our outstanding common
stock as of December 12, 2005, (ii) each of our executive officers and
directors, and (iii) all of our officers and directors as a group. Except as
set forth below, the address of each person listed below is the address of
Ameritrans.
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NAME NUMBER OF PERCENTAGE NUMBER OF PERCENTAGE OF
SHARES OF OF(A) SHARES OF OUTSTANDING
COMMON OUTSTANDING PARTICIPATING PREFERRED
STOCK COMMON STOCK PREFERRED STOCK OWNED
OWNED OWNED STOCK OWNED
*Gary C. Granoff*** 339,975 (1) 12.58% 7,038(a) 2.35%
*Ellen M. Walker*** 42,374 (2) 1.57% ** **
*Lee A. Forlenza*** 43,523 (3) 1.61% 1,000 **
*Steven Etra*** 124,681 (4) 4.61% ** **
*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) 1.51% 10,000 3.33%
*Dan M. Granoff 164,579 (10) 6.09% ** **
Children's Hospital Oakland Research Institute
747 52nd Street, Oakland, CA
*Paul D. Granoff 143,179 (11) 5.30% ** **
c/o Rush-Copley Medical Center
1900 Ogden Avenue,
Aurora, IL 60504
*Michael Feinsod*** 214,700(12) 7.94% ** **
767 Third Avenue, 16th Floor
New York, New York 10017
*Margaret Chance*** 7,240(13) ** 220(b) **
*Silvia Mullens*** 3,350(14) ** ** **
Mitchell Partners L.P. 188,585 6.98% 12,000 4.00%
3187-D Airway Avenue
Costa Mesa, CA 92626
Performance Capital, L.P. 331,250(15) 12.25% ** **
767 Third Avenue, 16th Floor
New York, NY 10017
*Prides Capital Partners, Inc. 331,250(16) 12.25% ** **
200 High Street, Suite 700
Boston, MA 02110
Ivan Wolpert*** 10,683(17) ** ** **
19 Fulton Street, Suite 301
New York, NY 10038
All Officers and Directors, as a group (12 persons)*** 858,434 31.75% 18,258 6.09%
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(A) Ownership percentages are based on 2,703,220 shares of Common Stock
outstanding as of December 12, 2005.
Under the rules of the SEC, shares of common stock that an
individual has a right to acquire within 60 days from December 12, 2005,
pursuant to the exercise of options, warrants or other convertible
securities, are deemed to be outstanding for the purpose of computing
the percentage of ownership of such person, but are not deemed to be
outstanding for the purpose of computing the percentage of ownership of
any other person shown in the table.
* Gary C. Granoff, Ellen M. Walker, Lee Forlenza, Steven Etra, Paul
Creditor, Dan M. Granoff, Paul D. Granoff, Prides Capital, Margaret
Chance, Silvia Mullens, and Michael Feinsod are each "interested
persons" with respect to Ameritrans, 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, 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, where 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, of which Shares 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.
(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; and (vii) 4,375 Shares issuable upon the exercise of five-year
options issued under the 1999 Employee Plan.
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(5) Includes 10,020 Shares issuable upon the exercise of five-year options
issued under the Non-Employee Director Plan (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) 143,179 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.
(11) Includes (i) 40,049 Shares owned directly by Dr. Paul Granoff, (ii) 77,630
held by Granoff Family Partners Ltd., of which Dr. Granoff is a general
partner, and (iii) 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.
(12) Includes (i) 202,200 Shares held by Infinity Capital Partners, L.P., (2)
10,000 Shares held by Shoulda Partners, L.P., and (3) 2,500 Shares
issuable to Shoulda Partners upon the exercised five-year warrants issued
pursuant to the Company's July 29, 2005 Offering of Common Stock and
Warrants (the "Private Offering Warrants").
(13) 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, and (vi) 3,350 Shares issuable upon the exercise of five-year
options issued under the 1999 Employee Plan.
(14) 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.
(15) Includes (i) 184,110 Shares owned directly by Performance Capital, L.P.,
and (ii) 46,028 Shares issuable upon the exercise of the Private Offering
Warrants, (iii) 80,890 Shares held by Performance Capital II, L.P. and
(iv) 20,222 Shares issuable upon the exercise of the Private Offering
Warrants.
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(16) Includes (i) 265,000 Shares held by Prides Capital Fund I, L.P., and (ii)
66,250 Shares issuable to Prides Capital Fund I, L.P. upon the exercise of
the Private Offering Warrants.
(17) Includes (i) 4,274 Shares owned directly by Mr. Wolpert, (ii) 1,068 Shares
issuable upon the exercise of the Private Offering Warrants, (iii) 4,273
Shares held by Belle Harbour Capital, L.L.C., and (iv) 1,068 Shares
issuable to Belle Harbour Capita upon the exercise of the Private Offering
Warrants.
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.
For as long as certain persons listed above hold five percent (5%) or more
of the Company's outstanding Common Stock, they 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").
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 ("Reporting Persons"), to 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 as of
December 12, 2005, all changes in beneficial ownership have been disclosed to
the SEC as required by Section 16(a) of the 1934 Act, or have been previously
reported in the Company's filings with the SEC..
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
EXTENSION OF JULY 29, 2005 PRIVATE OFFERING
On July 29, 2005, Ameritrans commenced a private offering of Common Stock
with warrants to "accredited investors," as that term is defined in Rule 501 of
Regulation D promulgated under the 1933 Act. The shares of Common Stock are
offered at a price no less than book value as of the date of the offering. 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 of the Company at an
exercise price equal to 110% of the purchase price of the Shares. This Offering
was previously approved by the requisite vote of shareholders. The Offering is
for maximum gross proceeds totaling $10 million.
The Company completed an initial closing pursuant to the offering on
December 5, 2005. The Company issued 653,347 shares for gross proceeds totaling
$3,822,080. A total of 163,336 warrants were issued. The securities sold in
this offering have not been registered with the Securities Exchange Commission
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
The Offering period will expire on January 25, 2006, unless extended. The
Board of Directors and Management believe that raising additional capital
pursuant to a private offering will allow the Company to expand its investment
portfolio and diversify the Company's investments beyond the SBA-regulated loans
and investments of Elk. This diversification will provide the Company with the
flexibility to participate in a wide range of investment opportunities.
The Board of Directors, including a majority of directors who are not
interested persons of the Company, subject to shareholder approval, have decided
to extend the Offering period to March 31, 2006. The affirmative vote of a
majority of the Common Stock and the Participating Preferred Stock, voting
together as a single class, present or represented at the meeting is required to
ratify and approve the extension of the Offering.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR PROPOSAL NO. 1
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PROPOSAL NO. 2
OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the meeting. However, if any other matters are properly presented to 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.
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 remuneration, may solicit proxies by telephone and
personal interview.
Financial and Other Information
The information required 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 of 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.
Deadline for Submission of Shareholder Proposals
Proposals of shareholders intended to be presented at next year's Special
Meeting of Shareholders must be received by the Company at its principal
executive offices not later than October 1, 2006, for inclusion in the proxy
statement for that 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.
Requests for Financial Statements
Ameritrans will furnish, without charge a copy of its financial statements
for the fiscal year ended June 30, 2005, and for the six-months ended December
31, 2005, to shareholders who make a written request to the Company at 747 Third
Avenue, 4th Floor, New York, NY 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, 2005 with the SEC on September 28, 2005. Shareholders may obtain a
copy of this report, without charge, by making a written request to the Company
at 747 Third Avenue, New York, New York 10017 or by visiting our website at
www.ameritranscapital.com.
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Forward Looking Statements
This proxy statement contains certain 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 forward-
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.
The Board of Directors 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,
December 29, 2005 MARGARET CHANCE, Secretary
Footnotes
[1] Includes 10,000 shares of Common Stock held by a subsidiary of the Company
not entitled to vote.
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