UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
Date of Report: January 29, 2003
GROUP MANAGEMENT CORP.
(Exact name of registrant as specified in its
Charter)
Delaware 0-32635 59-
2919648
(State of Incorporation) (Commission file number) (IRS
Employer ID #)
101 Marietta St., Suite 1070, Atlanta, GA 30303
(Address of principal executive office) (Zip
Code)
Registrant's telephone number (404) 522-1202
Item 9. Regulation FD Disclosure.
GROUP MANAGEMENT ANNOUNCES RE-CAPITALIZATION PLAN
January 29, 2003, Atlanta, GA (Internet Wires). Group
Management Corp., (OTCBB: GPMT) indicates that it has
received from debenture holders notices of conversions
totaling more than 8,942,689 shares. The debenture holders
Markham Holdings, LTD and Ari Kluger of Alpha Capital, AG
requested 7,591,338 and 1,351,351 shares respectively.
This unsolicited bid to take over the company places
the debenture holders into the rules and regulations of the
Exchange Act governing unsolicted takeovers.
Re-capitalization Plan
The Board of Directors met on January 28, 2003 and
authorized (i) a name change, (ii) a CUSIP number change,
(iii) a re-capitalization of the company's capital
structure, (iv) and reorganization if necessary. A
reorganization would give the Company 180 days to reorganize
and place tremendous pressure on the debenture holders to go
into the open market and cover their positions.
In desperation to cover their position, the attorney
for the debenture holders attempted to go directly to the
transfer agent to get shares but was denied.
Request Physical Certificate
Legal counsel is designing a strategy to force open
market coverage by the debenture holders of their position.
Legal counsel is requesting that all shareholders of the
company call their broker and request a physical certificate
for their shares. Once Standard and Poor's assigns the new
CUSIP number, the certificates with the new CUSIP number
will replace certificates with the old CUSIP number of
registered shareholders.
Dividend Declaration
To place greater pressure on the debenture holders to make
an open market cover of their positions the company is
considering the creation of two new classes of stock, Class
A and Class B. A declaration of a dividend on GPMT current
common stock of 10 shares of the new Class A stock for each
share of the current GPMT common stock held by shareholders,
a dividend consisting of the new Class B stock of GPMT, with
a record date prior to the notice of conversion. Each new
share of the Class A and Class B common stock would have
contingent dividend rights subject to the discretion of the
Board of Directors.
Management's Statement
We feel that the debenture holders are attempting to
harm the company and in our business judgment these measures
will create shareholder value and help solidify the
financial structure. Management will, in its business
judgment, take whatever measures necessary to prevent any
harm from occurring to the company.
Management encourages any company that has experienced
similar problems to contact its legal counsel to document
the occurrences.
The statements contained in this release are forward
looking and may or may not occur. This is not a
recommendation to buy or sell stock and we do not express
any opinion as to whether a person should buy or sell stock
based on this release. This release is for informational
purposes only.
Contact Person:
Group Management Corp.
404-522-1202
Thomas Ware, Esq.
Gpmtinfo@mindspring.com
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report
to be signed by the Chief Executive Officer.
Group Management Corp.
/s/ Thomas Ware
--------------------------------
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Thomas Ware, Chief Executive
Officer