UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
Under the Securities Exchange Act of 1934
SNELLING TRAVEL, INC.
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(Exact name of registrant as
specified in its corporate charter)
0-26461
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Commission File No.
Colorado 58-2368425
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(State of Incorporation) (IRS Employer
Identification No.)
55 Pharr Road, Suite A-207
Atlanta, Georgia 30305
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(Address of principal executive offices)
(404) 841-0111
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(Registrant's telephone number, including area code)
December 28, 1999
Snelling Travel, Inc.
Schedule 14f-1
INTRODUCTION
This Information Statement is being furnished pursuant to Section
14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, in
connection with a proposed change in the membership of the Board of
Directors of Snelling Travel, Inc. (the "Company" or "Snelling Travel").
This change may result from the proposed merger between the Company's
wholly owned subsidiary, Snelling Acquisition Corp., a Colorado corporation
(Snelling Acquisition") and Plus Solutions, Inc., a privately held Texas
corporation ("Plus") (the "Merger").
Effective December 15, 1999, the Company, Snelling Acquisition and
Plus executed a Plan and Agreement of Merger ("Agreement") pursuant to
which Snelling Acquisition agreed to merge with and into Plus such that
Plus would be the survivor and become a wholly owned subsidiary of the
Company. To accomplish the Merger, the Company agreed to issue to the
shareholders of Plus, an aggregate of 22,737,500 shares of its Common Stock
(the "Merger Shares"). Upon completion of the Merger (the "Effective
Date"), the Company's current directors (the "Outgoing Directors") will
resign and be replaced by new directors designated by Plus (the "Incoming
Directors").
Following the Effective Date of the Merger, anticipated to occur no
later than January 31, 2000, three Incoming Directors shall replace the
Outgoing Directors of the Company. The change in directors is intended to
be effective at the closing of the Merger, but no earlier than ten (10)
days after the date on which this Information Statement is filed with the
Securities and Exchange Commission (the "Commission") and mailed to all
holders of record of the Company's Common Stock.
VOTING SECURITIES
There are currently 44,225,000 shares of the Company's Common Stock
outstanding, following a 29 for 1 stock dividend effected in connection
with the Agreement. Each share of Common Stock entitles the holder thereof
to one vote on each matter which may come before a meeting of the
shareholders. Upon the Effective Date, following the issuance of the
Merger shares and the cancellation of certain shares currently owned by
Snelling shareholders, there will be 38,062,500 shares of the Company's
Common Stock outstanding, each of which will entitle the holder thereof to
one vote on each matter which may come before a meeting of the
shareholders. The Company has no other securities, voting or nonvoting,
outstanding.
SECURITY 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 the Effective Date
by (i) each of the Incoming Directors; (ii) each named executive officer of
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the Company (as that term is defined in Item 402 (a)(3) of Regulation S-B;
(iii) each person who will be the beneficial owner of more than five
percent of the Company's Common Stock and (iv) all of the Incoming
Directors and executive officers as a group. Following consummation of the
Merger, issuance of the Merger Shares and cancellation of certain shares
owned by existing management, there will be outstanding an aggregate of
38,062,500 Shares of Common Stock. All share ownership listed in the table
is direct, unless otherwise indicated.
Name and address of Amount and nature Percent
Beneficial owners of Beneficial Ownership of Class
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Max Golden (1, 2, 3) 6,390,532 16.79%
2112 Menton
Carrollton, Texas 75006
Mack Lawrence (1) 81,930 *
1792 Kingwood
Southlake, Texas 76092
John Reynolds (1) 0 *
1230 St. Andrews Rd., RR1
Gibsons, B.C. Canada V0N 1V1
Rita Hunter (2) 1,328,174 3.49%
2802 Ridgeview Drive
Sachse, Texas 75048
Martha Scroggins (2) 1,863,905 4.90%
5607 Covehaven Dr.
Dallas, Texas 75252
Ballard Property Company #1, Ltd. 3,064,178 8.05%
7228 Spring Valley Road
Dallas, Texas 75240
Mario Pinto 3,580,792 6.78%
531 Landsdale #205
North Vancouver, BC Canada V7L 2G6
All Incoming officers and 9,664,541 25.39%
directors as a group
(5 persons)
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* Less than 1%.
(1) Incoming Director.
(2) Incoming Executive Officer.
(3) Includes 300,000 shares owned by Ruby Holdings, Inc. an Indiana
corporation of which Mr. Golden is the sole shareholder and director.
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CHANGES IN CONTROL
In connection with the Agreement, the Company will issue an aggregate
of 22,737,500 shares of Common Stock to the shareholders of Plus. At the
same time, certain shareholders of the Company shall surrender for
cancellation one or more certificates representing an aggregate of
28,900,000 shares of the Company's Common Stock and shall resign their
positions as directors and officers of the Company. At the Effective Date,
and following delivery and filing of this Schedule 14f, the three Incoming
Directors will become the sole members of the Board. As a result, the
Company will have experienced an effective change in control.
The Company knows of no other arrangement or events, the happening of
which will result in a change in control.
LEGAL PROCEEDINGS
No material legal proceedings, to which the Company is a party or to
which the property of the Company is subject, is pending or is known by the
Company to be contemplated. Also, the Company is not aware of any legal
proceedings in which any director, officer, or any owner of record or
beneficial owner of more than five percent of any class of voting
securities of the Company, or any affiliate of any such director, officer,
affiliate of the Company, or security holder is a party adverse to the
Company or any of its subsidiaries or has a material interest adverse to
the Company or any of its subsidiaries.
DIRECTORS AND EXECUTIVE OFFICERS
As described above, in connection with the Agreement, Messrs. Snelling
and Mallon will resign as executive officers and directors of the Company
as of the Effective Date. The following information relates to the
Incoming Directors and officers who will become directors and officers upon
the Effective Date and filing and delivery of this Schedule 14f:
Incoming Directors/Officers: Age: Position:
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Max L. Golden 50 Chairman of the
Board,
President, Chief
Executive Officer
Mack Lawrence 53 Director
John Reynolds 57 Director
Rita Hunter 41 Vice President
Martha Scroggins 51 Secretary
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Each of the Incoming Directors will serve a term of office which shall
continue until the next annual meeting of shareholders and until his
successor has been duly elected and qualified. Officers of the Company
serve at the pleasure of the Board of Directors.
FAMILY RELATIONSHIPS
No family relationships exist between any of the officers and
directors of the Company.
BUSINESS EXPERIENCE
Max L. Golden:
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Mr. Golden has been the chairman and president of Plus Solutions, Inc., a
private Texas corporation, since October 1998. Plus Solutions is a
development stage entity focused on the development and implementation of
business to business E-commerce solutions. From 1995 to 1998, he served as
president and manager of Alliance Associates, LLC, a Texas limited
liability company, whose business activities include Internet and Web site
technical development. From 1986 to date, he has also served as President
of Ruby Holdings, Inc., an Indiana corporation. Through Ruby Holdings, Mr.
Golden served as a consultant to companies primarily in the energy area.
Mr. Golden graduated from the Kelly School of Business, Indiana University,
in 1971 with a Bachelor of Science degree.
Richard Mack Lawrence:
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Mr. Lawrence is a principal and president of Regency Gas Company, a private
Texas corporation, a position he has occupied since 1992. From 1985 to
1992, Mr. Lawrence served as a principal and officer in a number of private
companies, including American Central Gas Company. From 1969 to 1985, Mr.
Lawrence served in several capacities at The Texas Utilities Commission,
including Manager of Gas Supply. Mr. Lawrence graduated from the
University of Texas in 1969 with a Bachelors of Business Administration.
John Reynolds:
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Mr. Reynolds is currently a Member of Parliament in the Canadian federal
government, occupying a seat in the House of Commons, a position he has
occupied since 1997. Concurrently, he serves as the president of Reynolds
Enterprises Ltd. (since 1994) and Griney Consultants Inc. (since 1997),
both private Canadian companies. Each of these entities is engaged in
consulting and venture capital formation for high tech enterprises. Mr.
Reynolds also serves as a director of Vitality Products, which stock trades
on the Canadian Venture Exchange.
Rita Hunter:
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Since 1996, Ms. Hunter has been employed by Alliance Associates, LLC, a
Texas limited liability company in the capacity of director of marketing
and serves as vice president of Plus Solutions, Inc. From 1993 to 1996,
she served as director of Client and Field Services at AmGas Inc., a Texas
corporation. Ms. Hunter graduated from Southern Arkansas University with a
B.B.A. in accounting.
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Martha Scroggins:
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Since 1998, Ms. Scroggins has served as corporate secretary at Plus
Solutions, Inc. Since 1996, Ms. Scroggins has also served as director and
corporate secretary of Digitsmith, Inc., a privately held Texas company in
the business of embroidered graphics. From 1996 to 1998, she served as
corporate secretary at Alliance Associates, LLC, a Texas limited liability
company. From 1988 to 1996, Ms. Scroggins served as manager and contract
administrator for AmGas Inc., in Dallas, Texas. Ms. Scroggins graduated
from the University of North Texas with a Bachelor of Science degree in
education.
CERTAIN RELATED TRANSACTIONS AND RELATIONSHIPS
On December 17, 1997, the Company issued 500,000 share each to Messrs.
Snelling and Mallon, the founders of the Company. Such shares were issued
for services rendered by each individual in connection with the
organization of the Company valued at $500 each for purposes of that
transaction. Messrs. Snelling and Mallon were the only members of the
Board of Directors approving that transaction. The Company is of the
opinion that the foregoing transaction was no less favorable than could
have been obtained from an unaffiliated third party.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of Reports filed pursuant to Section 16 of the 1934
Act, none of the reporting person failed to file or filed late any of the
required reporting forms.
BOARD COMMITTEES AND OTHER BOARD INFORMATION
The Company does not have an audit, nominating or compensation
committee. Instead, the Board itself performs such functions. During the
fiscal year ended December 31, 1999, the Board had no meetings but took
action by unanimous consent on five separate occasions. The Company did
not have any disagreements with any of the Outgoing Directors.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Neither of the Company's executive officers received any compensation
or other remuneration in his capacity as such during the year ended
December 31, 1998 or to date in 1999. Mr. Snelling, the Company's sole
employee, presently serves without compensation. Beginning January 1,
1999, the Company expenses $500 per month on its financial statements based
upon the estimated fair market value of the services provided by the
President. There were no stock options granted, exercised or held by any
executive officer during the current fiscal year.
Compensation of Directors
The Company's directors presently serve without compensation, but are
entitled to reimbursement for reasonable and necessary expenses incurred on
behalf of the Company.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SNELLING TRAVEL, INC.
By: /s/ Rollins C. Snelling
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Rollins C. Snelling, President
Dated: December 28, 1999
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