Consulier Engineering, Inc.
SCHEDULE 14 C 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 |
CONSULIER ENGINEERING, INC.
(Name of Registrant As Specified in Charter)
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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
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CONSULIER ENGINEERING, INC.
2391 Old Dixie Highway
Riviera Beach, Florida 33404
Dear Stockholders:
Our management and certain control stockholders, who combined hold a majority in interest (84.5%)
of our issued and outstanding voting stock, have approved the following actions by their written
consent in lieu of holding the December 7,2005 scheduled Annual meeting of our stockholders, in
accordance with the relevant sections of Florida Statutes currently in effect:
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Re-election of Warren B. Mosler, Alan R. Simon, Burck E. Grosse, Jean-Pierre Arnaud and
Skender Fani to continue their service as directors until such time as their successors are
elected and qualified. |
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To ratify the Audit Committees appointment of the firm of Goldstein Lewin & Co. as
independent auditors of the year ending December 31, 2005. |
The foregoing actions will take effect on December 7, 2005.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
No action in response to this information statement is required by you. The accompanying
information statement is furnished only to inform our stockholders of the actions described above
before they take place in accordance with Rule 14c-2 of the Securities Exchange Act of 1934. This
information statement is first mailed to you on or about November 14, 2005.
Please feel free to call us at 561-842-2492 should you have any questions on the enclosed
information statement. We thank you for your continued interest in Consulier Engineering, Inc.
For the Board of Directors
of Consulier Engineering, Inc.
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By: |
/s/ WARREN B. MOSLER
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Warren B. Mosler, CEO |
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December 7, 2005
CONSULIER ENGINEERING, INC.
2391 Old Dixie Highway
Riviera Beach, Florida 33404
INFORMATION STATEMENT
REGARDING ACTION TO BE TAKEN IN LIEU OF ANNUAL MEETING
BY WRITTEN CONSENT OF MAJORITY STOCKHOLDERS
PURSUANT TO SECTION 12(C)OF THE SECURITIES EXCHANGE ACT OF 1934
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED TO NOT SEND US A PROXY
GENERAL
This information is being furnished to the stockholders of Consulier Engineering, Inc.
(Consulier) to provide you with information and a description of the following corporate actions
(Actions) to be taken by the written consent of the holders of a majority in interest of our
issued and outstanding voting stock.
Subject to the affirmative authorization by our shareholders at the Annual Meeting, or by written
consent of a majority in interest, on November 14, 2005, the Audit Committee recommended to our
Board of Directors that the shareholders ratify the appointment of the firm of Goldstein Lewin &
Co. as independent auditors for the year ended December 31, 2005. This ratification is to take
effect as December 7, 2005.
Please see Principal Stockholders appearing later in this information statement.
Not holding a meeting of stockholders to approve this action is made possible by Florida Statutes
which provides for action taken by shareholders without a meeting:
Section 617.0404(1). Unless otherwise provided in the articles of incorporation, action required
or permitted by this act to be taken at an annual or special meeting of shareholders may be taken
without a meeting, without prior notice, and without a vote if the action is taken by the holders
of outstanding stock of each voting group entitled to vote thereon having not less than the minimum
number of votes with respect to each voting group that would be necessary to authorize or take such
action at a meeting at which all voting groups and shares entitled to vote thereon were present and
voted.
In order to minimize our costs and conserve working capital, the Board of Directors voted to
utilize the written consent of the holders of a majority in interest of our voting securities as
our alternative to holding an annual meeting for the 2004 year.
This information statement is first being mailed on or about November 14, 2005 to stockholders of
record. This information statement is being delivered only to inform you of the corporate actions
described herein before they take effect in accordance with Rule 14c-2 of the Securities Exchange
Act of 1934.
The entire cost of furnishing this information statement will be borne by us. As of the date of
this notice, we have no shareholders who are not of record.
CERTAIN INFORMATION REGARDING THE COMPANY
VOTING SECURITIES
As of October 14, 2005 (the Record Date)there were 4,968,098 shares of our common stock
issued and outstanding. Each share of which is entitled to one vote per share.
The record and beneficial owners as of the Record Date of 4,390,826 shares of Common Stock
constituting approximately 88.4% of the aggregate number of issued and out standing shares of
Common Stock, have provided the Company with their written consent approving and authorizing each
of the listed Actions.
FIRST ACTION- ELECTION OF DIRECTORS
To nominate, constitute and elect Warren B. Mosler, Alan R. Simon, Esq., Burck E. Grosse,
Jean-Pierre Arnaud and Skender Fani to continue their service as directors of the corporation until
such time as their successors are elected and qualified.
The Companys By-Laws provide that the Companys Board of Directors shall at all times consist of
less than two nor more than nine persons as the Board shall determine, and each Director shall hold
office until his successor is elected and qualified or
until his earlier death, resignation or removal. The current Board of Directors consists of four
directors.
On November 14, 2005, the holders of a majority of the Companys issued and outstanding shares of
Common Stock (approximately 88.4%) executed and delivered to the Company their written consent
re-electing Warren B. Mosler, Alan R. Simon, Esq., Burck E. Grosse, Jean-Pierre Arnaud and Skender
Fani , effective December 7, 2005, to serve as directors of the Company until the next annual
meeting of shareholders, or until their respective successors are duly elected and qualified. For
information about Messrs. Mosler, Simon, Grosse, Arnaud, and Fani, see their biographies set forth
under Directors and Executive Officers below.
SECOND ACTION- RATIFY AUDITOR APPOINTMENT
To ratify the Board of Directors appointment of the firm of Goldstein Lewin & Co. as independent
auditors of the year ending December 31, 2005.
On November 14, 2005, the holders of a majority of the Companys issued and outstanding shares of
Common Stock (approximately 88.4%) executed and delivered to the Company their written consent
ratifying the Board of Directors appointment of the firm of Goldstein Lewin & Co. as independent
auditors of the year ending December 31, 2005
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, age and position held by each of our executive officers
and directors as of September 30, 2005. Directors are elected for a period of one year and
thereafter serve until the next annual meeting or such time as their successors are qualified.
DIRECTORS
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Other Position(s) With |
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Age |
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Director Since |
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Company |
Warren B. Mosler
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56 |
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1985 |
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Chairman of the Board, President and CEO
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Alan R. Simon, Esq.
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55 |
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1985 |
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General Counsel,
Treasurer and Secretary |
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Skender Fani
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65 |
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1999 |
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None |
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Burck E. Grosse
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75 |
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1992 |
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None |
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Jean-Pierre Arnaud
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58 |
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2005 |
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None |
EXECUTIVE OFFICERS
As of Record Date, the executive officers of the Company were as follows:
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Year Became |
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Titles |
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Executive Officer |
Warren B. Mosler |
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55 |
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Chairman of the Board, |
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1985 |
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President and CEO |
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Alan R. Simon, Esq. |
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54 |
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General Counsel, |
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2001 |
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Secretary, and |
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Treasurer |
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President and CEO |
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2004 |
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Consulier International, Inc. |
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Tony Marsico |
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President and CEO |
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2005 |
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Patient Care |
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Technology Systems, |
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LLC |
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Executive officers who are not directors serve at the discretion of the Board of Directors.
Business History of Directors and Executive Officers
The principal occupation of each executive officer of the Corporation and director is set
forth below. All of the executive officers and directors are elected annually, or until their
successors have been duly elected and qualified.
Warren B. Mosler is the Chairman of the Board of Directors. Mr. Mosler has served as Chairman
since inception of the Corporation and Chief Executive Officer from inception to March 1989 and
from August 1989 to May 1994. In February 1999, Mr. Mosler reassumed the positions of President
and Chief Executive Officer. From 1983 to the present, Mr. Mosler has been a principal in AVM,
L.P., as a broker/dealer engaged in arbitrage and government securities trading in West Palm Beach,
Florida.
Alan R. Simon, a Director, has served as the Corporations General Counsel and its
Secretary-Treasurer since November 2001. He has been in private practice of law in Boca Raton,
Florida since 1982, and has relocated his practice to Palm Beach Gardens, Florida in 2001. Mr.
Simon became President and CEO of Consulier International, Inc. since 2004.
Burck E. Grosse has been President of BG Consulting Group, Inc., from 1991 to the present. He
was Senior Vice President of Lear Group, Inc., a general contracting firm from 1987 through 1991.
He worked at General Motors Corporation from 1948 until 1987, where he last served as General
Director ofTechnical Services.
Dr. Skender Fani is the Chairman of the Board of Otis Elevators, Austria. He is the Chairman
of Heim GmbH, a substantial real estate company in Vienna, Austria and Chairman of Polster GmbH,
Advertising, Public Relations, and Sports Management Corporation in Germany and Austria. He is
Chairman of La Carafe GmbH, one of the leading restaurant and entertainment companies in Austria.
Dr. Fani is a corporate lawyer in Austria, also specializing in sports and entertainment law.
For the past 20 years he has represented the top sports and entertainment personalities throughout
Europe. He is also the personal advisor to the presidents of many of Europes top soccer teams,
including MAGNA-Austria, FC Barcelona, AS Roma, and Casino Salzburg.
Jean-Pierre Arnaud worked for Eastman Kodak Company in the USA and UK in various areas
involving health imaging, including manufacturing, sales, marketing, and management. In 1991 Mr.
Arnaud performed financial auditing services for Fotcor (Brazil). During 1991, Mr. Arnaud received
a M.A. in International and Public Affairs, International Business and Finance from Columbia
University.
Tony Marsico was a founder and President of Healthcare Information Technology, Inc. from 1997
thru 2004, when its assets were purchased by Patient Care Technology Systems, Inc.
(PCTS). Mr. Marsico served as Vice President of PCTS heading several departments ranging from
passive tracking to customer service from 2004 until he became the
President and CEO of PCTS. Mr. Marsico holds a Masters degree in Technical and Scientific Communications from Miami University
of Ohio and a B.S. degree in Physics and Mathematics from Wolford College.
Section 16 Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires that executive officers,
directors and holders of more than 10% of the Common Stock of the Company file reports of stock
ownership and changes in ownership with the Securities and Exchange Commission on Forms 3 (initial
statement of ownership), 4 (monthly reports), and 5 (annual reports). Based solely upon a review
of copies of such reports or representations that no annual reports on Form 5 for the 2004 fiscal
year and the first three quarters of fiscal year 2005 were required to be filed, the Company
believes that Section 16(a) filing requirements were complied with during fiscal year 2004 and the
first three quarters of fiscal year 2005.
Compensation of Directors
The Board of Directors received no cash compensation during the fiscal year ended
December 31, 2004 and the first three quarters of fiscal year 2005. The Company reimburses
directors for out-of-pocket expenses incurred while attending meetings.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation paid by the Company
and its subsidiaries during the fiscal years 2002, 2003, and 2004 for services rendered to the
Company and its subsidiaries during such years by the Companys Chairman of the Board, President
and CEO. No other executive officer of the Company and its subsidiaries received compensation in
any years listed.
SUMMARY COMPENSATION TABLE
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Name and |
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All Other |
Principal Position |
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Compensation |
Warren B. Mosler, |
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2004 |
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$75,000 |
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Chairman of the Board, |
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2003 |
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$75,000 |
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President and CEO |
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2002 |
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$75,000 |
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Tony Marsico
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2005 |
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$165,000 |
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President and CEO
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Patient Care Technology |
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Systems, LLC |
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Certain columns have been omitted from the above table because there is no compensation
required to be reported in such columns.
OPTIONS/SAR GRANTS IN THE LAST FISCAL YEAR
The Corporation did not award any options or stock appreciation rights to any person during
the years ended December 31, 2004, 2003, and 2002.
Family Relationships
No family relationships exist among the directors and officers of the Company
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, certain information regarding the
beneficial ownership of shares of common stock by each person known by the Corporation to be the
beneficial owner of more than 5% of outstanding common stock, by each director and nominees for
election as a director and each of the executive officers of the Corporation and by all directors
and executive officers as a group. Except as indicated in the footnotes, all of such shares of
common stock set forth in the following table are owned directly, and the indicated person has sole
voting and investment power with respect to all common stock shown as beneficially owned by such
person:
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Amount and Nature |
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Name and Address |
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Of Beneficial |
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Title Of Class |
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of Beneficial Owner |
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Ownership |
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Percent of Class |
Common |
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Warren B. Mosler |
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4,358,100 |
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87.72 |
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Stock |
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5000 Estate Southgate
Chrisitiansted, USVI 00820 |
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Chrisitiansted, USVI 00820 |
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Common |
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Alan R. Simon |
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190,000 |
(1) |
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Stock |
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3980 RCA Boulevard, Suite 8012 |
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22,726 |
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Palm Beach Gardens, FL 33420 |
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Common |
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Burck E. Grosse |
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10,000 |
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Stock |
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11 Huntly Circle |
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Palm Beach Gardens, FL 33418 |
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Common |
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Skender Fani |
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0 |
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(2) |
Stock |
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Common |
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Jean-Pierre Arnaud |
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0 |
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(2) |
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All directors and executive |
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officers as a group |
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4,390,826 |
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88.4 |
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Consists of options to acquire shares of Consulier common stock from Mr. Mosler at $1.25 per
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Does not exceed one (1%) percent of the class. |
Board Meetings
During fiscal year 2004 through November 14, 2005, no formal meetings of the Companys
Board of Directors were held.
Board Committees
The Board of Directors of the Company has the following committees with members as
listed:
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Executive Committee |
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Warren B. Mosler |
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Alan R. Simon |
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Affiliated Transaction Committee |
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Burck E. Grosse |
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Alan R. Simon |
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Audit Committee |
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Jean-Pierre Arnaud |
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Burck E. Grosse |
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Skender Fani |
The Executive Committees functions include approval of all investments of the Company not
otherwise approved by the full Board of Directors. The Affiliated Transaction Committees
functions include approval of all of the Companys transactions with related individuals, including
significant shareholders, officers and directors. The Audit Committee will review and assess the
adequacy of the Audit Committee Charter on an annual basis.
The Executive Committee did not meet formally during calendar year 2004 through November 14,
2005.
The Affiliated Transaction Committee did not meet formally during calendar year 2002 through
November 14, 2005.
The Board of Directors does not have a compensation committee or a nominating committee.
Messrs. Arnaud, Grosse and Fani are members of the Audit Committee. Messrs. Arnaud, Grosse
and Fani are independent as defined in the Nasdaq listing standards. The functions of the Audit
Committee are to review the adequacy of systems and procedures for preparing the financial
statements of the Company as well as the suitability of internal financial controls and to review
and approve the scope and performance of the independent auditors work. The Audit Committee meets
with the independent auditors and reviews any matters required to be discussed pursuant to
Statement of Auditing Standards No. 61 and the financial statements proposed to be included in the
annual report on Form 10-KSB and quarterly reports on Form 10-QSB. The Audit Committee makes its
recommendation to the Board regarding inclusion of the financial statements on Form 10-KSB. The
Audit Committee met numerous times during the fiscal year ended December 31, 2002 and through the
date of this proxy for the current year.
AUDIT COMMITTEE REPORT
The Audit Committee of the Consulier Engineering, Inc. is currently composed of three Directors
and operates under a written charter adopted by the Board of Directors.
AUDIT COMMITTEE CHARTER
Organization
This charter governs the operations of the Audit Committee. The Audit Committee shall review and
reassess the charter at least annually and obtain the approval of the Board of Directors. The
Audit Committee shall be appointed by the Board of Directors and shall comprise at least two
directors, a majority of whom are independent of management and the Company. Members of the Audit
Committee shall be considered independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company.
Statement of Policy
The Audit Committee shall provide assistance to the Board of Directors in fulfilling their
oversight responsibility to the shareholders, potential shareholders, the investment community, and
others relating to the Companys financial statements and the financial reporting process, the
systems of internal accounting and financial controls, the annual independent audit of the
Companys financial statements, and the legal compliance and ethics programs as established by
management and the Board of Directors. In so doing, it is the responsibility of the Audit
Committee to maintain free and open communication between the Audit Committee, independent auditors
and management of the Company. In discharging its oversight role, the Audit Committee is empowered
to investigate any matter brought to its attention with full access to all books, records,
facilities, and personnel of the Company and the power to retain outside counsel, or other experts
for this purpose.
Responsibilities and Processes
The primary responsibility of the Audit Committee is to oversee the Companys financial reporting
process on behalf of the Board of Directors and report the results of their activities to the Board
of Directors. Management is responsible for preparing the Companys financial statements, and the
independent auditors are responsible for auditing those financial statements. The Audit Committee
in carrying out its responsibilities believes its policies and procedures should remain flexible,
in order to best react to changing conditions and circumstances. The Audit Committee should take
the appropriate actions to set the overall corporate tone for quality financial reporting, sound
business risk practices, and ethical behavior.
The following shall be the principal recurring processes of the Audit Committee in carrying out its
oversight responsibilities. The processes are set forth as a guide with the understanding that the
Audit Committee may supplement them as appropriate.
The Audit Committee shall have a clear understanding with management and the independent auditors
that the independent auditors are ultimately accountable to the Board of Directors and the
Audit Committee, as representatives of the Companys shareholders. The Audit Committee shall have
the ultimate authority and responsibility to evaluate and, where appropriate, recommend the
replacement of the independent auditors. The Audit Committee shall discuss with the auditors their
independence from management and the Company including the matters in the written disclosures
required by the Independence Standards Board and shall consider the compatibility of nonaudit
services with the auditors independence. Annually, the Audit Committee shall review and recommend
to the Board of Directors the selection of the Companys independent auditors, subject to
shareholders approval.
The Audit Committee shall discuss with the independent auditors the overall scope and plans for
their audits including the adequacy of staffing and compensation. Also, the Audit Committee shall
discuss with management and the independent auditors the adequacy and effectiveness of the
accounting and financial controls, including the Companys system to monitor and manage business
risk, and legal and ethical compliance programs. Further, the Audit Committee shall meet
separately with the independent auditors, with and without management present, to discuss the
results of their examinations.
The Audit Committee shall review the interim financial statements with management and the
independent auditors prior to the filing of the Companys Quarterly Report on Form 10-QSB. Also,
the Audit Committee shall discuss the results of the quarterly review and any other matters
required to be communicated to the Audit Committee by the independent auditors under generally
accepted auditing standards. The chair of the Audit Committee may represent the entire committee
for the purposes of this review.
The Audit Committee shall review with management and the independent auditors the financial
statements to be included in the Companys Annual Report on Form 10-KSB, including their judgment
about the quality, not just acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the financial statements. Also, the
Audit Committee shall discuss the results of the annual audit and any other matters required to be
communicated to the Audit Committee by the independent auditors under generally accepted auditing
standards.
We have met and held discussions with the Companys management and with the Companys
independent accountants, Goldstein Lewin & Co.. We have reviewed and discussed the
consolidated financial statements of Consulier Engineering, Inc. for the 2004 fiscal year
with the Companys management. We discussed with Goldstein Lewin & Co. matters required to
be discussed in accordance with the statements of the Public Company Accounting Oversight
Board (United States), including standards set forth in Statement on Auditing Standards No.
61.
Goldstein Lewin & Co. also provided to us the written disclosures regarding their
independence required by Independence Standards Board Standard No. 1, and we discussed with
Goldstein Lewin & Co. their independence.
Based on these reviews and discussions, we recommended to the Board of Directors that
the audited consolidated financial statements for 2004 be included in
Consulier Engineering, Inc.s Annual Report on Form 10-KSBA for the year ended December 31, 2004
filed with the Securities and Exchange Commission.
Messrs. Arnaud, Grosse and Fani are members of the Audit Committee. Messrs. Arnaud,
Grosse and Fani are independent as defined in the NASDAQ listing standards.
Jean-Pierre Arnaud
Burck E. Grosse
Skender Fani
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AVM, L.P. (AVM), a broker/dealer in U.S. Government securities formed in October 1983, is an
Illinois limited partnership located in West Palm Beach, Florida. AVM is registered with the
Commodity Futures Commission as a Futures Commission Merchant (FCM) and conducts its FCM business
with other broker/dealers on a fully disclosed basis. AVM is registered as a broker/dealer with
the Securities and Exchange Commission, and is a member of the National Association of Securities
Dealers, Inc. The firm is generally engaged in the brokerage of U.S. Government securities, other
fixed income instruments, and arbitrage transactions and presently employs 64 people in addition to
the 4 principals of its general partner. Mr. Mosler is one of the founders of AVM and is a
principal of the general partner of AVM.
Under the partnership agreement, the Company may withdraw all or any portion of its capital
account upon thirty (30) days written notice. Also, AVMs general partners may cause withdrawal of
the Company from the partnership through payment of fair market value of the Companys capital
account.
As of December 31, 2004 and September 30, 2005, the Companys limited partnership interest
represented approximately ten percent (10%) of AVMs total partnership capital. Allocation of the
partnerships income to its partners varies based on amounts of appreciation of the partnerships
assets and operating profits of the partnership. Based on earnings distributions provided in the
partnership agreement, the Corporation was allocated approximately 7.93% of AVMs earnings during
2004, totaling $2,327,838. During the first nine months of 2005, the Corporation was allocated
approximately 5.7% of AVMs earnings totaling approximately $1,668,118.
OTHER INFORMATION
The Company is a Controlled Company as defined in Marketplace 4350(c)(5) and is therefore exempt
from the requirements of Marketplace Rule (c)(4)(B).
ACCOMPANYING REPORTS
The Companys 2004 10KSBA which accompanies this information statement contains the relevant
Company information. Additionally, the Companys quarterly 10QSB Forms are available from the
Company upon request, or may be obtained as hereinafter indicated.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any Document that we file at the SECs public
reference rooms at 450 Fifth Street, N.W., Washington, D.C., and at its offices in New York, new
York and Chicago, Illinois. Please call SEC at 1-800-SEC-0330 for more information on the
operation of the public reference rooms. Copies of our SEC filings are also available to the
public from the SECs web site www.sec.gov.
SIGNATURE
In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant
caused this Report to be signed on its behalf by its duly authorized executive officer.
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BY ORDER OF THE BOARD OF DIRECTORS
CONSULIER ENGINEERING, INC.
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By: |
/s/ Warren B. Mosler
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Warren B. Mosler |
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Chief Executive Officer |
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