UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934
[ ] Filed by the Registrant [X] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Definitive Information Statement Only
[ ] Confidential, for Use of the Commission (as permitted by Rule 14c)
KESSERLING HOLDING CORPORATION
(Name of Registrant as Specified In Its Charter)
Name of Person(s) Filing Information Statement, if other than Registrant:
GARY E. KING
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14C-5(g) 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 0-11 (Set forth the amount of which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Preliminary Copy
INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This information statement is being provided to the shareholders of
Kesserling Holding Corporation ("Company") in connection with certain actions to
be taken by the written consent of shareholders holding a majority of the
outstanding voting stock of the Company, dated as of November 16, 2009 ("Record
Date"). The actions to be taken pursuant to the written consent shall be taken
on or about January __, 2010, twenty (20) days after the mailing of this
information statement.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS AND NO SHAREHOLDER
MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED HEREIN.
By: /s/ Gary E. King
-----------------------------
Gary E. King
Shareholder
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January __, 2010
NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE WRITTEN CONSENT OF
SHAREHOLDERS HOLDING A MAJORITY OF THE OUTSTANDING VOTING
STOCK IN LIEU OF A SPECIAL MEETING AND ANNUAL MEETING OF
THE SHAREHOLDERS, DATED NOVEMBER 16, 2009
To All Shareholders:
NOTICE IS HEREBY GIVEN that the removal of the Company's entire board of
directors, including, but not limited to, Virgil L. Sandifer, and the election
of three new directors to serve for one year or until their successors are duly
elected, will be taken pursuant to written consent of shareholders holding a
majority of the outstanding voting stock of the Company ("Majority
Shareholders"), dated as of November 16, 2009, in lieu of a special and annual
meeting of the shareholders. Such action will be taken on or about January __,
2010.
OUTSTANDING SHARES AND VOTING RIGHTS
As of the Record Date, the Company's authorized capitalization consisted of
200,000,000 shares of Common Stock, of which 36,046,321 shares were issued and
outstanding. Holders of Common Stock of the Company have no preemptive rights to
acquire or subscribe to any of the additional shares of Common Stock.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to the shareholders for a vote. However, since shareholders holding at
least a majority 54.6% of the voting rights of all outstanding shares of Common
Stock as of November 16, 2009, have, by their written consent, voted in favor of
the removal of the Company's entire board of directors, including, but not
limited to, Virgil L. Sandifer, and the election of three (3) new directors to
serve for one year or until their successors are duly elected, no other
shareholder votes or consents will be solicited or considered in connection with
this Information Statement.
While the above actions have been approved by a majority of our outstanding
shares in accordance with Delaware General Corporation Law, the rules of the
Securities and Exchange Commission provide that the above actions cannot take
effect until at least 20 days after this Information Statement has first been
sent to our shareholders. We anticipate that the actions contemplated hereby
will be effected on or about the close of business on January __, 2010.
The entire cost of furnishing this Information Statement will be borne by
the consenting shareholders. We will request brokerage houses, nominees,
custodians, fiduciaries and other similar persons to forward this Information
Statement to the beneficial owners of the Company's voting securities and we
will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
This Information Statement will serve as written notice to shareholders
pursuant to Section 222 of the Delaware General Corporation Law.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
REMOVAL OF THE COMPANY'S ENTIRE BOARD OF DIRECTORS, INCLUDING,
BUT NOT LIMITED TO, VIRGIL L. SANDIFER
On November 16, 2009, the Majority Shareholders of the Company executed a
written consent of shareholders in accordance with Delaware General Corporation
Law to remove the Company's entire board of directors, including, but not
limited to, Virgil L. Sandifer.
ELECTION OF THREE NEW DIRECTORS
Following the removal of the Company's entire board of directors,
including, but not limited to, Virgil L. Sandifer, the Company will have no
directors. On November 16, 2009, the Majority Shareholders executed a written
consent in accordance with Delaware General Corporation Law to elect Greg N.
Aff, Gary E. King and Teddy B. Sparling, Jr. as directors of the Company to
serve for one year or until their successors are duly elected, effective
immediately after the above described removal of the entire board of directors
of the Company, including, but not limited to, Virgil L. Sandifer.
GREG N. AFF
Mr. Aff is the General Manager of King Door & Hardware, a division of King
Brothers Woodworking Inc. Greg is also the Chairman of the Management Advisory
Committee of King Brothers Woodworking. He has been in the commercial door and
hardware industry for 25 years, where he has written specifications for
architects and has provided commercial building products for schools, hospitals,
universities and office buildings.
GARY E. KING
Mr. King assumed financial and internal operational control of King
Brothers Woodworking, Inc. in 1976, co-managing with his brother since that
time. In 1997, Mr. King assumed a similar role in King Door and Hardware, Inc.,
a company he and his brother founded. Prior to that time, Mr. King worked in
various staff and management positions with Battelle Memorial Institute and
Pacific Northwest Laboratories in Richland, Washington. Mr. King holds both a BS
degree in Physics and an MBA degree from the University of Washington in
Seattle, WA. He currently serves as treasurer on the Governing Board of
Northwest University in Kirkland, WA, which he joined in 1985.
TEDDY B. SPARLING
Mr. Sparling has been involved in the construction industry for 29 years
and has successfully owned and managed his own construction related companies
for 18 years. Additionally, Ted has been a Licensed Florida Building Contractor
since 1989, a long time Member of the National Assoc. of Home Builders and a
member of the American Society of Home Inspectors. Ted is currently president of
Gulf & Bay Constructors Inc. in Sarasota FL, and president and manager of
Florida Fuel Solutions LLC, which is focused on renewable fuels.
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SHAREHOLDERS SHARING AN ADDRESS
We will deliver only one Information Statement to multiple shareholders
sharing an address unless we receive contrary instructions from one or more of
the shareholders. We undertake to deliver promptly, upon written or oral
request, a separate copy of the Information Statement to a shareholder at a
shared address to which we have delivered a single copy of the Information
Statement. A shareholder may notify the consenting shareholders that the
shareholder desires to receive a separate copy of the Information Statement by
contacting Mr. Gary E. King by telephone at (509) 453-4683.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED SHAREHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table (based on information contained in the Company's most
recently filed Form 10-K Annual Report and other documents filed by the Company,
its officers, directors and persons who own more than 5% of the Company's voting
securities) sets forth security ownership information as of November 16, 2009,
with respect to the beneficial ownership of the outstanding Common Stock by (i)
any holder of more than five percent (5%) of the Company's Common Stock; (ii)
each of the Company's officers and directors; (iii) the newly elected directors;
and (iv) all officers and directors as a group. We assume that each of the
shareholders listed below has sole voting and investment power over the shares
beneficially owned. The removed director, Virgil Lee Sandifer, is the beneficial
owner of 779,342 shares of Common Stock.
Amount and
Nature of
Name of Beneficial Owner Title Of Class Beneficial Owner Percent of Class
------------------------ -------------- ---------------- ----------------
Greg Aff (1) Common Stock 40,000 Less than 1%
Charles B. Rockwood Common Stock 2,000,000 5.55%
Kenneth Craig Common Stock 3,852,339 (2) 10.69%
Gary and Margaret King (1) Common Stock 5,725,278 15.88%
Clifford H. Wildes Common Stock 3,338,696 (3) 9.26%
Teddy B. Sparling (1) Common Stock 1,719,668 4.77%
Nicole O'Sullivan Common Stock 2,257,379 (4) 6.26%
Curtis and Lois King Common Stock 2,965,000 8.23%
Vision Capital Advisors, LLC Common Stock 3,977,945 (5) 9.94%
(Adam Benewitz)
20 West 5th Street, 5th Floor
New York, New York 10019
All officers and directors as
a group (3) Common Stock 7,484,946 20.76%
|
(1) Messrs. Greg Aff, Gary King and Teddy Sparling are the newly elected
Directors of the Company.
(2) Includes 2,101,277 shares of Common Stock held by Mr. Craig's wife and
children.
(3) Includes 1,600,000 shares of Common Stock held by Mr. Wildes' wife.
(4) Represents shares of Common Stock held by the Nicole O'Sullivan Trust.
(5) Based on Form 13G/A filed on February 12, 2009.
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DISSENTERS' RIGHTS OF APPRAISAL
The Delaware General Corporation Law does not provide for dissenters' or
appraisal rights in connection with the removal of the Company's directors or
the election of new directors.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS ACTED UPON
The Majority Shareholders are not aware of any substantial interest, direct
or indirect, by security holdings or otherwise, of any persons in any matter
acted upon (other than the removal of the entire board of directors) except
potential opposition from the removed directors. On November 16, 2009, the
Majority Shareholders and some additional shareholders filed a Stockholders'
Derivative Complaint (Including Request for Temporary Restraining Order) against
Kesserling Holding Corporation, Kesserling Corp., Inc., Virgil Lee Sandifer,
Jr., Joseph A Silva and Any Unknown Directors seeking damages (without
designating an amount of damages) and requesting a temporary restraining order
and thereafter a preliminary injunction to judicially restrain the defendants
from (a) issuing additional stock; (b) hiring or terminating any board members
and/or officers: (c) changing any banking arrangements involving King Brothers
Woodworking, Inc.; (d) seizing or exerting control over any payments receiving
or to be received by King Brothers; (f) issuing any payment to Searchlight; (g)
declaring or issuing any dividends; and/or (h) engaging in any other drastic or
material change that would affect the operation of Kesserling Holding
Corporation, Kesserling Crop., Inc. or King Brothers Woodworking, Inc.
This case was filed in the United States District Court, Eastern District
of Washington. The case number is CV-09-3110-EFS. On November 24, 2009, the
Court entered an order temporarily restraining the defendants from taking the
types of actions described above. A hearing was scheduled for December 3, 2009,
but was continued to a later, as yet to be determined, date.
ADDITIONAL INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, and in accordance therewith, files reports, proxy
statements, information statements and other information, including annual and
quarterly reports on Form 10-K and Form 10-Q with the Securities and Exchange
Commission ("SEC"). Reports and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the SEC at
100 F Street, N.E., Washington, DC 20549. Copies of such material can be
obtained upon written request addressed to the SEC, Public Reference Section,
450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates. You may
obtain information on the operation of the SEC's Public Reference Room by
calling the SEC at (800) SEC-0330. The SEC also maintains a web site on the
Internet (http://www.sec.gov) where reports, proxy and information statements
and other information regarding issuers that file electronically with the SEC
may be obtained free of charge.
CONCLUSION
As a matter of regulatory compliance, we are sending you this information
statement that describes the purpose and effect of the above actions. Your
consent to the above action is not required and is not being solicited in
connection with these actions. This information statement is intended to provide
our fellow shareholders information required by the rules and regulations of the
Securities Exchange Act of 1934.
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY.
BY ORDER OF THE MAJORITY SHAREHOLDERS TAKING THESE ACTIONS
Gary King
Shareholder January __, 2009
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