Pioneer Commercial Funding Corp/NY – ‘PRES14A’ for 2/14/97

As of:  Monday, 1/6/97   ·   For:  2/14/97   ·   Accession #:  950117-97-11   ·   File #:  0-24940

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Preliminary Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Pioneer Commercial Funding Corp. Preliminary 14A      10     37K 

PRES14A
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Section 240.14a-101  Schedule 14A.                
Information required in proxy  statement.                   
Schedule 14A Information                      
Proxy Statement Pursuant to Section 14(a) of the Securities               
Exchange Act of 1934                
(Amendment No.  )               
Filed by the Registrant [X]                                                     
Filed by a party other than the Registrant [ ]                                  
Check the appropriate box:                                                      
[X]  Preliminary Proxy Statement                                                
[ ]  Confidential, for Use of the Commission Only (as permitted                 
by Rule 14a-6(e)(2))                                                  
[ ]  Definitive Proxy Statement                                                 
[ ]  Definitive Additional Materials                                            
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section           
240.14a-12                                                            

PIONEER COMMERCIAL FUNDING CORP.                        
.................................................................             
(Name of Registrant as Specified In Its Charter)                      

.................................................................             
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)        

Payment of Filing Fee (Check the appropriate box):                              
[X]  No fee required                                                            
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)             
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 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:                                             

.......................................................     

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[LOGO] PIONEER COMMERCIAL FUNDING CORP.                                         
                                                                January 16, 1997

TO OUR SHAREHOLDERS:                                                            

        You are cordially invited to attend a Special Meeting of Shareholders of
Pioneer Commercial Funding Corp. (the "Company"), which will be held on February
14, 1997 at 10:00 A.M., local time, at the offices of Hall Dickler Kent Friedman
& Wood, LLP, 909 Third Avenue, New York, New York 10022, on the 27th Floor.     

        At the  Special  Meeting of  Shareholders  which was held on January 15,
1997, the shareholders   refused,   by  a  vote  of    against and    for,  with
    abstaining, to  approve a  proposal  to  increase the  Company's  authorized
capital  from  5,000,000  shares of  common  stock,  par  value  $.01 per  share
("Common Stock"),  to 25,000,000  shares, of which 20,000,000 shares would  have
been Common Stock, and 5,000,000 shares would have been  preferred  shares,  par
value $.01 per share.                                                           

        By reason of the facts that (1) an increase in the Company's  authorized
Common Stock is absolutely essential to its ability to go forward with a planned
$7,500,000  public  offering of  securities;  and (2) the  Company's  management
believes  that the infusion of the net proceeds of such  offering is critical to
the Company's ability to raise the additional bank lines of credit that it needs
in order to expand the scope of its mortgage  warehouse lending  activities to a
point where such activities will become  profitable,  the Board of Directors has
authorized  management to submit a second request to the Company's  shareholders
-- this time seeking only an increase in authorized Common Stock.               

        Accordingly, at the meeting to be held on February 14, 1997, you will be
asked to consider and vote upon one proposal to amend the Company's  Certificate
of  Incorporation  to  increase  the  authorized  capital  of the  Company  from
5,000,000 shares of Common Stock to 20,000,000 shares of Common Stock.          

        The accompanying Notice of Special Meeting and Proxy Statement set forth
in detail the business  intended to be  transacted.  Time will be made available
for a  discussion  of  these  items as well as for  other  questions  about  the
business affairs of the Company.                                                

        If you are unable to join us at the  meeting it is very  important  that
you be represented by proxy. Therefore,  please take a moment to sign, date, and
return your proxy in the enclosed envelope.  If you do not have a proxy,  please
call your  broker or the  Company,  and ask that a proxy be mailed to you.  Your
cooperation in                                                                  

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mailing your proxy  promptly will not only be greatly appreciated;  it will also
result in a significant benefit to the Company.                                 

                        Sincerely yours,

                          ARTHUR H. GOLDBERG
                                            Chairman and Chief Executive Officer

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PIONEER COMMERCIAL FUNDING CORP.
 6660 RESEDA BOULEVARD
RESEDA, CALIFORNIA 91335
----------- 
 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be Held February 14, 1997
----------- 

To the Holders of Common Stock of                                               
PIONEER COMMERCIAL FUNDING CORP.                                                

        A Special  Meeting of the  holders of the common  stock,  $.01 par value
(the "Common Stock") of Pioneer Commercial Funding Corp. (the "Company") will be
held at the offices of Hall Dickler Kent Friedman & Wood, LLP, 909 Third Avenue,
New York, New York 10022, on the 27th Floor, on February 14, 1997 at 10:00 A.M.,
local time, for the following purposes:                                         

            1. To  consider  and vote upon a  proposal  to amend  the  Company's
        Certificate of Incorporation  to increase the authorized  capital of the
        Company from  5,000,000  shares of Common Stock to 20,000,000  shares of
Common Stock; and                                               

            2. To transact  such other  business as may properly come before the
meeting.                                                        

        Only  holders of record of the  Company's  Common  Stock at the close of
business on January 9, 1997 are entitled to notice of or to vote at this meeting
and any adjournment or adjournments  thereof.  Shareholders are entitled to vote
upon all business as may properly be presented for consideration at the meeting.

                                          By Order of the Board of Directors

                        GLENDA S. KLEIN,
                 Secretary

Reseda, California                                                              
January 16, 1996                                                                

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,  PLEASE SIGN,  DATE AND
RETURN THE ENCLOSED  PROXY CARD AS PROMPTLY AS POSSIBLE.  THIS IS IMPORTANT  FOR
THE PURPOSE OF ENSURING A QUORUM AT THE MEETING.                                

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 PROXY STATEMENT
PIONEER COMMERCIAL FUNDING CORP.
 6660 RESEDA BOULEVARD
RESEDA, CALIFORNIA 91335
----------- 
 SPECIAL MEETING OF SHAREHOLDERS
----------- 
 SOLICITATION OF PROXIES

        The  enclosed  proxy is  solicited  by the Board of Directors of Pioneer
Commercial  Funding  Corp.  (the  "Company")  for use at a  Special  Meeting  of
Shareholders   to  be  held  February  14,  1997,  and  at  any  adjournment  or
adjournments  thereof  (the  "Meeting").  A proxy  may be  revoked  by notice in
writing to the President at any time prior to the exercise  thereof.  Each valid
proxy  received  in time  will be  voted at the  Meeting,  and,  if a choice  is
specified on the proxy, it will be voted in accordance with such specifications.
If no such  specification is made, the persons named in the  accompanying  proxy
have advised the Company of their  intention to vote the shares  represented  by
the proxies received by them (i) in favor of the proposal to amend the Company's
Certificate of Incorporation  to increase the authorized  capital of the Company
from 5,000,000 shares of Common Stock,  $.01 par value (the "Common Stock"),  to
20,000,000  shares of Common  Stock;  and (ii) in  accordance  with  their  best
judgment on any other matters that may come before the meeting.                 

        The cost of  solicitation  of proxies,  including the  reimbursement  to
banks and brokers for  reasonable  expenses in sending  proxy  material to their
principals,  will  be  borne  by the  Company.  Hill &  Knowlton,  Inc.  and the
Company's transfer agent, American Stock Transfer & Trust Company, are assisting
the Company in the solicitation of proxies from  shareholders,  brokers,  banks,
institutions  and  other  fiduciaries  by  mail,  in  person  or  by  telephone,
facsimile,  telegraph or telex, and will charge the Company their customary fees
therefor plus out-of-pocket  expenses which, in the aggregate,  are estimated to
be less than $10,000.  In addition,  proxies may be solicited by officers of the
Company by mail, in person or by telephone, facsimile, telegraph or telex. It is
anticipated  that on or about  January 17, 1997,  this proxy  statement  and the
enclosed form of proxy will be mailed to shareholders.                          

        The outstanding voting securities of the Company on January 9, 1997 (the
"Record Date") consisted of 1,442,272 shares of Common Stock.  Only shareholders
of record at the close of business on the Record Date are  entitled to notice of
or to vote at the Meeting.                                                      

        Each share of Common  Stock is entitled to one vote with respect to each

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proposal which shall properly come before the Meeting for  consideration  by the
shareholders.  The holders of a majority of the  outstanding  shares entitled to
vote must be  present  at the  Meeting  in person  or by proxy to  constitute  a
quorum.                                                                         

 PROPOSAL NO. 1:
 AMENDMENT OF CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED CAPITAL

        In accordance  with the Company's  Certificate of  Incorporation,  it is
authorized to issue a maximum of 5,000,000 shares of Common Stock.              

        As of the Record Date,  1,442,272  shares of Common Stock are issued and
outstanding,  and an  aggregate  of  1,207,939  shares of Common Stock have been
reserved for issuance under the Company's  Incentive  Stock Option Plan and with
respect to various  options and  warrants  which were  heretofore  issued by the
Company. Accordingly, as of the Record Date, the Company may not issue more than
an additional  2,349,789  shares of Common Stock in the absence of authorization
from the  shareholders to amend the Company's  certificate of  incorporation  to
provide for an increase in the aggregate  number of authorized  shares of Common
Stock which the Company may issue.                                              

        When the Company  successfully  completed its initial public offering in
August 1996 (the "IPO"), it had been  management's  belief that the $1.9 million
which was thereby added to the  Company's  asset base and  shareholders'  equity
would  enable it to increase  its lines of  revolving  credit by an amount which
would  thereby  enable the Company to conduct  its  operations  on a  profitable
basis. In an effort to obtain such additional financing, the Company has engaged
in negotiations with approximately 20 financial  institutions between the end of
August 1996 and the date of this proxy  statement,  but it has not yet been able
to obtain a commitment  from any of such  institutions to provide the additional
financing  which  the  Company  will  need in  order to be able to  operate  its
mortgage  warehouse  lending  business  profitably.  Based  upon  the  foregoing
experience,  management has concluded that it must raise  additional  capital in
order to attract  additional lines of revolving credit,  and in order to be able
to explore other opportunities to enhance shareholder values.                   

        To that end,  the Company  has  entered  into a letter of intent with an
underwriter (the "Underwriter"),  and has filed a registration statement on Form
SB-2 with the Securities and Exchange  Commission  (File No.  333-18865),  for a
$7,500,000  public  offering of the  Company's  securities  to be made on a firm
commitment  basis by such Underwriter  (the  "Offering").  Such securities shall
consist  of units  (the  "Units"),  each of which  will  consist of one share of
Common Stock and one five year warrant  entitling the holder thereof to purchase
one share of Common Stock at an exercise  price  calculated  on the basis of the
market value of the Common Stock                                                

2 

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on the  day  immediately  preceding  the  effective  date of the  Offering  (the
"Warrant").(1)  The Company  intends to use the net  proceeds of the Offering to
increase the volume of mortgage warehouse loan transactions that it will be able
to undertake  directly,  and through  increased credit lines from  institutional
financing  sources which it believes it will be able to attract by reason of the
enhancements  in its  asset  base  and net  worth  which  will  result  from the
successful  completion of such  Offering.  Management  may also use a portion of
such net  proceeds  to  provide  capital  in the form of loans to Trans  Lending
Corporation  ("Trans Lending"),  a 50% owned subsidiary based in Florida,  which
originates  automobile  financing  contracts  which it acquires  primarily  from
franchised and  independent  used car dealers for "non-prime"  borrowers,  i.e.,
consumers who are typically unable to obtain financing from traditional sources.

        Based  upon the  closing  price of the Common  Stock on the Record  Date
($X.XX per share), and assuming solely for the purpose of this analysis that the
Company would not receive any proceeds  from the sale of the Warrant  components
of the Units,  the Company would be obligated to issue an  additional  X,XXX,XXX
shares of Common  Stock,  and it would have to reserve an  additional  X,XXX,XXX
shares of Common Stock which would be issuable  upon  exercise of the  Warrants.
Thus,  in order to  undertake  the  Offering  based upon the  foregoing  pricing
analysis,  the Company  would have to issue an  additional  X,XXX,XXX  shares of
Common Stock, i.e., X,XXX,XXX shares in excess of the number of shares of Common
Stock which the Company can presently issue in accordance with the provisions of
its Certificate of Incorporation.                                               

        In order to enable the Company to undertake  the  Offering,  and to have
sufficient  additional  authorized but unissued shares of Common Stock available
for future  transactions  involving the issuance of Common  Stock,  the Board of
Directors is seeking permission from the Company's  shareholders to increase the
pool of authorized but unissued shares of capital stock which may be drawn upon.

        In order to provide for the  above-mentioned  immediate  and longer term
stock  issuance  needs of the  Company at a time when the  Company's  management
believes  that  prudence  favors the  appropriateness  of doing so, the Board of
Directors is recommending  that the shareholders vote in favor of passage of the
following resolution:                                                           

"RESOLVED,  that Article FOURTH of the Corporation's Certificate
of  Incorporation,  as  heretofore  amended,  shall  be  further
amended to                                                      

------------------                                                              
(1) The offering prices of the Units, the Common Stock and the Warrants  will be
determined  by  reference to the market value of the Common Stock at the time of
commencement of the Offering.                                                   

3 

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increase the authorized  capital of the Company from 5,000,000  shares of common
stock, par value $.01 per share ("Common Stock"), to 20,000,000 shares of Common
Stock"                                                                          

Restrictions Imposed by Prior Underwriting Agreement                            

        The underwriting agreement that the Company executed in August 1996 with
National  Securities  Corporation  ("National") in connection with the Company's
initial  public  offering  of  securities  (the  "IPO  Underwriting  Agreement")
contains  provisions  which  require  the Company to obtain  National's  written
consent  during the one year period ending on August 12, 1997 before the Company
may issue any securities,  other than the shares underlying options and warrants
issued prior to or in connection with the IPO, or securities  issuable under the
Company's  incentive stock option plan.  Although National has not yet delivered
written consent to the Company regarding the proposed issuances of securities to
be made in connection with the Offering, management has received assurances from
National's  Chairman  and Chief  Executive  Officer that  National  believes the
Offering would be in the Company's best interests. Furthermore, Mark Roth, Esq.,
National's  Vice  President  and  General  Counsel,  who  was  appointed  to the
Company's Board of Directors as National's  designee  pursuant to rights granted
to National under the IPO Underwriting  Agreement,  voted, along with all of the
other members of the Board,  in favor of resolutions  authorizing the Company to
undertake  and  consummate  the Offering.  Based upon the  foregoing  actions by
National's  Chief  Executive  and  General  Counsel,  management  believes  that
National  will give its written  consent to the  Company to go forward  with the
securities  issuance  transactions   contemplated  the  Offering.   Although  no
assurance can be given in that regard,  in  anticipation of the granting of such
consent,  management  intends to prepare and file a registration  statement with
regard  to  the  securities  to be  issued  in  the  Offering,  and  pursue  the
registration of such securities to a successful conclusion.  Management believes
that completion of the Offering is of paramount importance to the Company's well
being,  and that the Company's best interests can only be served by pursuing the
Offering to a successful conclusion.                                            

Vote Required for Approval                                                      

        The  affirmative  vote of the  holders  of at  least a  majority  of all
outstanding  shares  of  Common  Stock  is  required  for the  approval  of this
proposal.                                                                       

         The Board of Directors recommends a vote FOR such proposal.

4 

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 OTHER MATTERS

Discretionary Authority to Vote Proxy                                           

        Management  does not know of any other  matters to be  considered at the
Meeting.  If any other  matters do properly  come before the Meeting,  the proxy
will be voted in respect  thereof in  accordance  with the best  judgment of the
persons authorized therein, and the discretionary authority to do so is included
in the proxy.                                                                   

Reseda, California                                                              
Dated:  January 17, 1997                                                        

5 

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APPENDIX 1
PROXY CARD

PIONEER COMMERCIAL FUNDING CORP.

This  Proxy is  Solicited  on  Behalf  of the  Board  of  Directors  of  Pioneer
Commercial Funding Corp.                                                        

The  undersigned  holder of the $.01 par value common stock (the "Common Stock")
of Pioneer Commercial Funding Corp. (the "Company"), hereby acknowledges receipt
of the Notice of Special  Meeting of the  Company and Proxy  Statement  attached
thereto,  all relating to such Special  Meeting of  Shareholders  (the  "Special
Meeting"),  and does appoint  Arthur H. Goldberg and Elie  Housman,  and each of
them, the true and lawful attorney or attorneys of the  undersigned,  with power
of substitution,  for and in the name of the undersigned, to vote as proxies for
the  undersigned  according  to  the  number  of  shares  of  Common  Stock  the
undersigned would be entitled to vote if then personally  present at the Special
Meeting of  Shareholders to be held at the offices of Hall Dickler Kent Friedman
& Wood, LLP, 909 Third Avenue,  27th Floor, on February 14, 1997, at 10:00 A.M.,
or at any adjournment or adjournments thereof, and thereat to vote all shares of
Common  Stock of the Company  held by the  undersigned  and entitled to be voted
thereat upon the following matters:                                             

        1. To amend the Company's  Certificate of  Incorporation to increase the
authorized  capital of the Company from  5,000,000  shares of Common Stock,  par
value $.01 per share, to 20,000,000  shares of Common Stock,  par value $.01 per
share; and                                                                      

        2. To  transact  such other  business  as may  properly  come before the
meeting.                                                                        

This Proxy  confers  authority to vote "FOR"  proposition  1 listed above unless
otherwise indicated.  If any other business is transacted at said meeting,  this
proxy shall be voted in accordance  with the best  judgment of the proxies.  The
Board of Directors  recommends a vote of "FOR" for  proposition 1. This proxy is
solicited  on behalf of the Board of  Directors  of Pioneer  Commercial  Funding
Corp. and may be revoked prior to its exercise.                                 

NOTE:   Signature(s) should follow exactly the name(s) on the stock certificate.
        Executor,  administrator,  trustee or guardian  should sign as such.  If
   more than one trustee, all should sign. ALL JOINT OWNERS MUST SIGN.

                      Dated:
                                                --------------------------------

                                                --------------------------------
                                        Signature of Shareholder

                                                --------------------------------
                                        Signature of Shareholder

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRES14A’ Filing		Date		First		Last			Other Filings
		8/12/97		8
For Period End:		2/14/97		2		10
		1/17/97		5		9
		1/16/97		2
		1/15/97		2					DEFS14A
		1/9/97		4		5			8-K
Filed on:		1/6/97
		1/16/96		4
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