Proxy Statement - Other Information (preliminary) (pre 14c)
June 06 2022 - 2:43PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
| Check the appropriate box: |
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Preliminary Information
Statement |
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Confidential, for Use of
the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive Information
Statement |
Manufactured
Housing Properties Inc.
(Name
of Registrant as Specified In Its Charter)
| Payment of Filing Fee (Check all boxes
that apply): |
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| ☒ |
No fee required |
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Fee paid previously with
preliminary materials |
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Fee computed on table in
exhibit required by Item 25(b) of Schedule 14A per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 |
MANUFACTURED
HOUSING PROPERTIES INC.
136
Main Street
Pineville,
NC 28134
Notice
of Action Taken Pursuant to Written Consent of Stockholders
Dear
Stockholder:
The
accompanying information statement is furnished to holders of shares of common stock of Manufactured Housing Properties Inc. (“we,”
“us,” “our” or “our company”) pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule 14C thereunder, in connection
with an approval by written consent of the holders of our common stock.
On
May 19, 2022, our board of directors terminated Michael Z. Anise’s employment with us for cause and removed him from the position
of Chief Operating Officer. The board also recommended that stockholders remove Mr. Anise from the board.
On
May 26, 2022, Gvest Real Estate Capital LLC consented in writing to remove Mr. Anise from the board. As of such date, Gvest Real Estate
Capital LLC held 8,574,282 shares of our common stock, representing approximately 69% of our outstanding shares eligible to vote on this
matter.
This
notice and the accompanying information statement are being furnished to you to inform you that the removal of Mr. Anise from the board
has been approved by stockholders. The board of directors is not soliciting your proxy in connection with this matter and proxies
are not requested from stockholders.
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, Mr. Anise’s removal will not become effective until 20 calendar days following
the date on which the information statement is first mailed to our stockholders. You are urged to read the information statement in its
entirety.
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BY ORDER OF
THE BOARD OF DIRECTORS, |
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/s/
Raymond M. Gee |
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Raymond M. Gee |
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Chairman and Chief Executive
Officer |
[
], 2022
THE
ACCOMPANYING INFORMATION STATEMENT IS BEING MAILED
TO
STOCKHOLDERS ON OR ABOUT [ ], 2022
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
MANUFACTURED
HOUSING PROPERTIES INC.
136
Main Street
Pineville,
NC 28134
INFORMATION
STATEMENT
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS
IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
This
information statement is first being mailed on or about [ ], 2022 to the holders of record of the outstanding common stock of Manufactured
Housing Properties Inc., a Nevada corporation (“we,” “us,” “our” or “our
company”), as of the close of business on May 26, 2022, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). This information statement relates to a written consent of stockholders
in lieu of a meeting, dated May 26, 2022 (the “Written Consent”).
On
May 19, 2022, our board of directors terminated Michael Z. Anise’s employment with us for cause and removed him from the position
of Chief Operating Officer. The board also recommended that stockholders remove Mr. Anise from the board.
On
May 26, 2022, Gvest Real Estate Capital LLC (“Gvest”), an entity controlled by our Chairman and Chief Executive Officer,
executed the Written Consent to remove Mr. Anise from the board. As of such date, Gvest held 8,574,282 shares of our common stock, representing
approximately 69% of our outstanding shares eligible to vote on this matter.
The
Written Consent is sufficient under the Nevada Revised Statutes (the “NRS”), our amended and restated articles of
incorporation and our amended and restated bylaws to approve the removal of Mr. Anise from the board. Accordingly, his removal
will not be submitted to the other stockholders of our company for a vote, and this information statement is being furnished to such
other stockholders to provide them with certain information concerning the Written Consent in accordance with the requirements of the
Exchange Act, and the regulations promulgated under the Exchange Act, including Regulation 14C.
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, Mr. Anise’s removal will not become effective until 20 calendar days following
the date on which this information statement is first mailed to our stockholders.
AUTHORIZATION
BY THE BOARD OF DIRECTORS AND STOCKHOLDERS
On
May 19, 2022, our board of directors recommended that stockholders remove Mr. Anise from the board. In connection with the adoption of
these resolutions, our board of directors elected to seek the written consent of stockholders in order to reduce costs and implement
Mr. Anise’s removal in a timely manner. On May 26, 2022, Gvest executed and delivered the Written Consent to us.
Pursuant
to the NRS and our amended and restated bylaws, any action permitted or required to be taken at a meeting of the stockholders may be
taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the stockholders
of the capital stock of our company entitled to vote with respect to the subject matter thereof, except that if a different proportion
of voting power is required for such an action at a meeting, then that proportion of written consents is required.
Pursuant
to the NRS, any director may be removed as a director only by the vote of stockholders representing not less than two-thirds of the voting
power of the issued and outstanding stock entitled to vote. Holders of shares of our common stock are entitled to one (1) vote per share.
The holders of our series A cumulative convertible preferred stock, series B cumulative redeemable preferred stock and series C cumulative
redeemable preferred stock are not entitled to vote on the removal of directors. As of the record date, May 26, 2022, there were 12,412,013
shares of common stock issued and outstanding, of which 8,574,282 shares, or 69%, were held by Gvest.
Accordingly,
we have obtained all necessary corporate approvals in connection with the removal of Mr. Anise from the board. We are not seeking written
consent from any other stockholder, and other stockholders will not be given an opportunity to vote with respect to Mr. Anise’s
removal. All necessary corporate approvals have been obtained. This information statement is furnished solely for the purposes of advising
stockholders of the action taken by the Written Consent and giving stockholders notice of such actions taken as required by the Exchange
Act.
As
the action taken by Gvest was by written consent, there will be no stockholders meeting and representatives of the principal accountants
for the current year and for the most recently completed fiscal year will not have the opportunity to make a statement if they desire
to do so and will not be available to respond to appropriate questions from our stockholders.
REMOVAL
OF DIRECTOR
On
May 26, 2022, Gvest executed and delivered the Written Consent to us which adopted resolutions providing for the removal of Michael Anise
from his position as a director of our company.
No
director or executive officer of our company at any time since the beginning of the last fiscal year has any interest Mr. Anise’s
removal.
Stockholders
are not entitled to appraisal rights under the NRS in connection with Mr. Anise’s removal.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding beneficial ownership of our common stock as of May 26, 2022 by (i) each of our officers
and directors; (ii) all of our officers and directors as a group; and (iii) each person who is known by us to beneficially own more than
5% of our common stock. Unless otherwise specified, the address of each of the persons set forth below is in care of our company, 136
Main Street, Pineville, NC 28134.
Name and Address of Beneficial Owner | |
Title of Class | |
Amount and Nature of Beneficial Ownership(1) | | |
Percent of Class(2) | |
| Raymond M. Gee, Chairman and Chief Executive Officer (3) | |
Common Stock | |
| 8,594,282 | | |
| 69.24 | % |
| Jay Wardlaw, President and Director | |
Common Stock | |
| 0 | | |
| * | |
| Chelsea H. Gee, Chief Financial Officer (4) | |
Common Stock | |
| 33,334 | | |
| * | |
| Adam A. Martin, Chief Investment Officer (5) | |
Common Stock | |
| 240,000 | | |
| 1.90 | % |
| William H. Carter, Director | |
Common Stock | |
| 20,000 | | |
| * | |
| Richard M. Gee, Director | |
Common Stock | |
| 0 | | |
| * | |
| James L. Johnson, Director (6) | |
Common Stock | |
| 72,911 | | |
| * | |
| Terry Robertson, Director | |
Common Stock | |
| 20,000 | | |
| * | |
| All directors and officers as a group (8 persons named above) | |
Common Stock | |
| 8,980,527 | | |
| 72.32 | % |
| Michael P. Kelly (7) | |
Common Stock | |
| 2,145,000 | | |
| 17.29 | % |
| Joseph Jackson (8) | |
Common Stock | |
| 1,254,506 | | |
| 10.11 | % |
| (1) | Beneficial
Ownership is determined in accordance with the rules of the Securities and Exchange Commission
(the “SEC”) and generally includes voting or investment power with respect
to securities. Except as otherwise indicated, each of the beneficial owners listed above
has direct ownership of and sole voting power and investment power with respect to our common
stock. |
| (2) | A
total of 12,412,013 shares of common stock are considered to be outstanding pursuant to SEC
Rule 13d-3(d)(1) as of May 26, 2022. For each beneficial owner above, any options exercisable
within 60 days have been included in the denominator. |
| (3) | Includes
20,000 shares of common stock held directly and 8,574,282 shares of common stock held by
Gvest. Raymond M. Gee is the Managing Member of Gvest and has voting and investment control
over the shares held by it. |
| (4) | Consists
of 33,334 shares of common stock which Mrs. Gee has the right to acquire within 60 days through
the exercise of vested options. |
| (5) | Consists
of 240,000 shares of common stock which Mr. Martin has the right to acquire within 60 days
through the exercise of vested options. |
| (6) | Includes
20,000 shares of common stock issuable upon the conversion of 20,000 shares of series A cumulative
convertible preferred stock held by Mr. Johnson. |
| (7) | Represents
2,000,000 shares held by The Raymond M. Gee Irrevocable Trust and 145,000 shares held by
The Mariana Vega Ortega Irrevocable Trust. Michael P. Kelly is the Trustee of both trusts
and has voting and investment control over the shares held by them. |
| (8) | Represents
shares held by Metrolina Loan Holdings, LLC. Joseph Jackson is the Managing Member of Metrolina
Loan Holdings, LLC and has voting and investment control over the shares held by it.
The address of Metrolina Loan Holdings, LLC is 108 Gateway Blvd, Suite 104, Mooresville,
NC 28117 |
We
do not currently have any arrangements which if consummated may result in a change of control of our company.
STOCKHOLDERS
ENTITLED TO INFORMATION STATEMENT
This
information statement is being mailed to you on or about [ ], 2022. We will pay all costs associated with the distribution of this
information statement, including the costs of printing and mailing. We will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending this information statement to the beneficial owners of our
common stock.
Our
board of directors established May 26, 2022 as the record date for the determination of stockholders entitled to receive this information
statement.
DELIVERY
OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
We
may deliver only one information statement to multiple stockholders sharing an address, unless we have received contrary instructions
from one or more of the stockholders. We will promptly deliver a separate copy of this information statement to a stockholder at a shared
address to which a single copy was delivered, upon written or oral request to us at the following address and telephone number:
Manufactured
Housing Properties Inc.
136
Main Street
Pineville,
NC 28134
Attn:
Corporate Secretary
Phone:
(980) 273-1702
In
addition, a stockholder can direct a notification to us at the phone number and mailing address listed above that the stockholder wishes
to receive a separate information statement in the future. Stockholders sharing an address that receive multiple copies can request delivery
of a single copy of the information statements by contacting us at the phone number and mailing address listed above.
WHERE
YOU CAN FIND MORE INFORMATION
We
file periodic reports, proxy statements and other information with the SEC. Our SEC filings are available from the SEC’s website
at www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically
with the SEC. Additionally, we will make these filings available, free of charge, on our website at www.mhproperties.com as
soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on our
website, other than these filings, is not, and should not be, considered part of this information statement and is not incorporated by
reference into this information statement.
3
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