-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NClsBScY/s7h5kJX3rH1X3EjsgKI1UPzyI08Q6zsOod559OjNTIVSqUGh9uRQRIy PevM9ZM597t4UEIcD5ywog== 0000944209-99-001917.txt : 19991217 0000944209-99-001917.hdr.sgml : 19991217 ACCESSION NUMBER: 0000944209-99-001917 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991216 FILED AS OF DATE: 19991216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWIKWEB COM INC CENTRAL INDEX KEY: 0001080235 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 880377059 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: SEC FILE NUMBER: 000-25433 FILM NUMBER: 99775828 BUSINESS ADDRESS: STREET 1: 2155 NEWCASTLE AVE CITY: CARDIFF STATE: CA ZIP: 92007 BUSINESS PHONE: 6195618550 MAIL ADDRESS: STREET 1: 2155 NEWCASTLE AVE CITY: CARDIFF STATE: CA ZIP: 92007 FORMER COMPANY: FORMER CONFORMED NAME: G P PROPERTIES INC DATE OF NAME CHANGE: 19990222 DEF 14C 1 INFORMATION STATEMENT DATED DEC. 16, 1999 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(21) [X] Definitive Information Statement G. P. Properties, Inc. ------------------------------------------------ (Name of Registrant as Specified In Its Charter) 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 on which the filing 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) Dated Filed: _____________________________________________ G.P. PROPERTIES, INC. ____________________ INFORMATION STATEMENT ____________________ Introduction Our Board of Directors is providing this Information Statement in connection with a proposed stockholder action by majority written consent ("Stockholder Action") for purposes of approving an amendment to our Certificate of Incorporation (the "Amendment") to change our corporate name to "KwikWeb.com, Inc." Voting Securities The effective date of the Stockholder Action is currently set for January 11, 2000. Our Board of Directors has fixed the close of business on November 16, 1999 as the record date for the determination of stockholders who are entitled to receive this Information Statement and consent to the Stockholder Action. The approval of the Amendment will require the written consent of the holders of at least a majority of the outstanding shares of our common stock. As of the record date, we had 9,910,000 shares of common stock issued and outstanding held by approximately 33 recordholders. We are not holding a meeting of stockholders in connection with the approval of the Amendment nor are we soliciting proxies. We are sending this Information Statement to our stockholders on or about December 21, 1999 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. The date of this Information Statement is December 16, 1999 -1- COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of the shares of common stock as of November 16, 1999 by (i) each person who we know to be the beneficial owner of more than five percent (5%) of the common stock, (ii) each of our directors and executive officers and (iii) all directors and officers as a group.
Name and Address(1) Number of Shares Percentage Owned - ----------------------------------------- ---------------------------------- ----------------------- Richard Kaestner (1) 3,480,000 35.1% Alex Tsakiris (1) 2,520,000 25.4% H. Page Howe (2) 1,579,500 15.9% All officers and directors as a group 6,000,000 60.5%
___________________________ (1) Address is 2155 Newcastle Avenue, Cardiff, California 92007. (2) Address is 2163 Newcastle Avenue, Suite 150, Cardiff, California 92007. -2- DESCRIPTION OF SECURITIES Common Stock We are authorized to issue 25,000,000 shares of common stock, $.001 par value per share. As of the record date, 9,910,000 shares were issued and outstanding and held by 33 recordholders. Holders of shares of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders generally. The approval of proposals submitted to stockholders at a meeting other than for the election of directors requires the favorable vote of a majority of the shares voting, except in the case of certain fundamental matters (such as certain amendments to the Certificate of Incorporation, and certain mergers and reorganizations), in which cases Nevada law and our Bylaws require the favorable vote of at least a majority of all outstanding shares. Stockholders are entitled to receive such dividends as may be declared from time to time by the Board of Directors out of funds legally available therefor, and in the event we liquidate, dissolve or wind up our operations, to share ratably in all assets remaining after payment of liabilities. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. Dividends We do not anticipate the payment of cash dividends on our common stock in the foreseeable future. See, "Dividend Policy." Transfer Agent The Transfer Agent for our common stock is Signature Stock Transfer, Inc., 14675 Midway Road, Suite 221, Dallas, Texas 75244. -3- CHANGE OF CORPORATE NAME Our Board of Directors declared it advisable and in our best interests and directed that there be submitted to the stockholders a proposed amendment to Article I of our Certificate of Incorporation to change our name from G.P. Properties, Inc. to KwikWeb.com, Inc. The Board of Directors has fixed the close of business November 16, 1999 as the record date for the determination of stockholders who are entitled to receive this Information Statement. As of November 16, 1999, 9,910,000 shares of common stock were issued and outstanding. Vote Required The approval of the Amendment will require the written consent of the holders of at least a majority of the outstanding shares of common stock. By Order of the Board of Directors, /s/ RICHARD KAESTNER --------------------------- Richard Kaestner, President Cardiff, California December 16, 1999 -4-
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