TRANSAMERICAN HOLDINGS, INC.
9601 WILSHIRE BLVD., STE. 620
BEVERLY HILLS, CALIFORNIA 90210
INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
REGULATION 14C THEREUNDER
TO OUR SHAREHOLDERS:
This Information Statement is being sent by first class mail to all record and
beneficial owners of the $0.001 par value Common Stock of TransAmerican
Holdings, Inc., a Nevada corporation, (the "Company").
On July 15, 2004, the record date for determining the identity of shareholders
who are entitled to receive this Information Statement, 18,948,422 shares of
Common Stock were issued and outstanding. The Common Stock constitutes the sole
outstanding class of voting securities of the Company. Each share of Common
Stock entitles the holder thereof to one vote on all matters submitted to
shareholders. The mailing date of this Information Statement is August __, 2004.
NO VOTE OR OTHER CONSENT OF THE SHAREHOLDERS IS SOLICITED IN
CONNECTION WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
On July 19, 2004, shareholders who collectively own 9,882,500 shares, or
approximately 52%, of our issued and outstanding Common Stock (the "Consenting
Shareholders"), consented in writing to:
Amending the Articles of Incorporation to change our Company's name to "American
Capital Management Services, Inc."
The Consenting Shareholders have not consented to or considered any other
corporate action.
Our Company will pay the cost of printing and distributing this Information
Statement to our shareholders. Brokers, nominees and other custodians will be
instructed to forward copies of this Information Statement to the beneficial
owners of shares held in custodial accounts. We will reimburse brokers, nominees
and other custodians for the expenses incurred in forwarding this Information
Statement to the beneficial owners of our Common Stock.
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FORWARD LOOKING STATEMENTS
This Information Statement and other reports that we file with the SEC contain
forward-looking statements about our business containing the words "believes,"
"anticipates," "expects" and words of similar import. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause our actual results or performance to be materially different from the
results or performance anticipated or implied by such forward-looking
statements. Given these uncertainties, shareholders are cautioned not to place
undue reliance on forward-looking statements. Except as specified in SEC
regulations, we have no duty to publicly release information that updates the
forward-looking statements contained in this Information Statement. Additional
risks will be disclosed from time to time in our future SEC filings.
GENERAL
This Information Statement is being furnished to all of the Common Stock
shareholders of the Company, in connection with the approval by the Company's
shareholders of an amendment to the Company's Articles of Incorporation changing
its name to "American Capital Management Services, Inc." (the "Amendment").
The Company's Board of Directors and shareholders owning approximately 52% of
the Company's Common Stock on July 19, 2004, approved and recommended that the
Amendment be effected. Such approval of recommendations by the Board of
Directors and shareholders will become effective as of the date the Amendment is
filed with the Nevada Secretary of State. The Amendment is expected to be filed
on or about August __, 2004, and will become effective upon the filing with the
Secretary of State of Nevada (the "Effective Date"). If the proposed Amendment
was not adopted by written consent it would have been required to be considered
by the Company's shareholders, at a special shareholders' meeting convened for
the specific purpose of approving the Amendment.
The elimination of the need for a special meeting of shareholders to approve the
Amendment is authorized by the Nevada Revised Statutes (the " Nevada Law") which
provides that the written consent of the holders of the outstanding shares of
voting stock, having not less than the minimum number of votes which would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, may be substituted for such a
special meeting. Pursuant to the Nevada Law, a majority of the outstanding share
of voting stock entitled to vote thereon is required in order to approve an
amendment to Company's Articles of Incorporation changing its name. In order to
eliminate the costs and management time involved in holding a special meeting
and in order to approve the Amendment as early as possible in order to
accomplish the purpose of the Company as hereafter described, the Board of
Directors of the Company voted to utilize the written consent of the holders of
a majority in interest of the outstanding Common Stock of the Company.
Shareholders, who beneficially own approximately 52% of the outstanding Common
Stock of the Company entitled to vote on the Amendment, gave their written
consent to the approval of the Amendment described in this Information Statement
on July 19, 2004. The written consent became effective on July 19, 2004, the
date on which their written consent was filed with the Secretary of the Company.
The date on which this Information Statement was first sent to the shareholders
is on or about August __, 2004. The record date established by the Company for
the purpose of determining the number of outstanding shares of Common Stock of
the Company is July 15, 2004 (the "Record Date").
Pursuant to the Nevada Law, the Company is required to provide prompt notice of
the taking of the corporation action without a meeting to shareholders who have
not consented in writing to such action. Inasmuch as the Company will have
provided to its shareholders of record this Information Statement, the Company
will notify its shareholders by filing a Current Report with the SEC on Form 8-K
of the effective date of the name change. No additional action will be
undertaken pursuant to such written consents, and no dissenters' rights under
the Nevada Law are afforded to the Company's shareholders as a result of the
approval of the Amendment.
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CONSENTING SHAREHOLDERS
On July 19, 2004, the following Consenting Shareholders, who collectively own
approximately 52% of our Common Stock, consented in writing to approve the
Amendment;
NAME SHARES PERCENT
Uni Financial Group, Inc. 7,842,500 41%
Saad A Al Rossais 1,100,000 6%
Georges E. Hraoui 940,000 5%
_________ ___
TOTAL 9,882,500 52%
Under Nevada law, we are required to give all shareholders written notice of any
actions that are taken by written consent without a shareholders meeting. Under
Section 14(c) of the Securities Exchange Act of 1934 (the "Exchange Act"), the
actions taken by written consent without a shareholders meeting cannot become
effective until 20 days after the mailing date of this Information Statement.
We are not seeking written consent from any of our shareholders and our other
shareholders will not be given an opportunity to vote with respect to the
actions taken. All necessary corporate approvals have been obtained, and this
Information Statement is furnished solely for the purpose of:
o Advising shareholders of the actions taken by written consent, as required by
Nevada law; and
o Giving shareholders advance notice of the actions taken, as required by the
Exchange Act
Shareholders who were not afforded an opportunity to consent or otherwise vote
with respect to the actions taken have no right under Nevada law to dissent or
require a vote of all our shareholders.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth Common Stock ownership information as of July 15,
2004, with respect to (i) each person known to the Company to be the beneficial
owner of more than five percent (5%) of the Company's Common Stock; (ii) each
director of the Company; and (iii) all directors, executive officers and
designated shareholders of the Company as a group. This information as to
beneficial ownership was furnished to the Company by or on behalf of the persons
named. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with the Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of common stock indicated as beneficially owned
by them.
AMOUNT
NAME AND ADDRESS OF BENEFICIALLY PERCENT OF
BENEFICIAL OWNER OWNED CLASS
Najib Choufani -0-(1) -0-
9601 Wilshire Blvd., Ste.610
Beverly Hills, CA 90210
Tarek Choufani -0- -0-
9601 Wilshire Blvd., Ste.610
Beverly Hills, CA 90210
Uni Financial Group, Inc. 7,842,500(1) 41.0%
9601 Wilshire Blvd., Ste.610
Beverly Hills, CA 90210
Patrick Moriarty 1,300,000 6.9%
c/o AIB Bank (CI) Ltd.
P.O. Box 468/Greenville St.
St. Helier Street, Jersey
Saad A Al Rossais 1,100,000 6.0%
Alrossais Building
Al Dhabab St/PO 22224
Riyadh, Kingdom of Saudi Arabia
Officers and Directors as a Group (2 individuals) 7,842,500(1) 41.0%
__________________
(1) Mr. Najib Choufani, the President of the Company, is an officer, director
and principal shareholder of Uni Financial Group, Inc. and therefore may be
considered to be the beneficial owner of the shares.
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AMENDMENT TO OUR ARTICLES OF INCORPORATION
CHANGE OF NAME
On July 19, 2004 the Board of Directors of the Company and shareholders owning
approximately 52% of the Company's issued and outstanding common stock approved
an Amendment to the Company's Articles of Incorporation changing the name of the
Company to "American Capital Management Services, Inc."
In accordance with a settlement agreement with TransAmerican Corporation, the
Company is required to change its name. Since the Company intends to continue to
seek acquisitions, mergers and investments in other businesses, the name
American Capital Management Services, Inc. will accurately describe the
Company's future activities.
The proposed Amendment will not have any material affect on the Company's
business, operations, reporting requirements, or stock price. Shareholders will
not be required to have new stock certificates reflecting the name change. New
stock certificates will be issued in due course as old certificates are tendered
to the Company's transfer agent.
ADDITIONAL INFORMATION
This Information Statement should be read in conjunction with certain reports
that we previously filed with the Securities and Exchange Commission (the
"SEC"), including our:
Annual Report for the year ended December 31, 2003 (the "Form 10-KSB");
Quarterly Report for the quarter ended September 30, 2003 (the "Form 10-QSB").
Amended Quarterly Report for the quarter ended March 31, 2004 (the "Form
10-QSB/A").
Copies of these reports are not included in this Information Statement but may
be obtained from the SEC's web site at http://www.sec.gov/. We will mail copies
of our prior SEC reports to any shareholder upon written request.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ NAJIB CHOUFANI
_____________________________
Najib Choufani, President
Beverly Hills, California
August__, 2004
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