Pioneer Commercial Funding Corp/NY – ‘PRES14A’ for 5/8/97 – PRE 14A

As of:  Tuesday, 3/25/97   ·   For:  5/8/97   ·   Accession #:  944209-97-359   ·   File #s:  0-24940 (PRE 14A), 0-24940   ·   Correction:  This Filing was Corrected by the SEC on 4/8/97. ®

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

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Statement                           11     43K 

Document Table of Contents

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SCHEDULE 14A  
INFORMATION REQUIRED IN PROXY STATEMENT 

Schedule 14A Information  
Proxy Statement Pursuant to Section 14(a) of the  
Securities and 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(3)(2))                                                     

[_]  Definitive Proxy Statement                                                 

[_]  Definitive Additional Materials                                            

[_]  Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 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)(4) and 0-11    

(1)  Title of each class of securities to which transaction applies:            

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(2)  Aggregate number of securities to which transaction applies:               

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(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):                          

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(4)  Proposed maximum aggregate value of transaction:                           

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(5)  Total fee paid:                                                            

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[_]  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:                                                    

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(2)  Form, Schedule or Registration Statement No.:                              

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(3)  Filing Party:                                                              

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(4)  Date filed:                                                                

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PIONEER COMMERCIAL FUNDING CORP.  
6660 RESEDA BOULEVARD 
RESEDA, CALIFORNIA  91335 
____________________  

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 
TO BE HELD ON MAY 8, 1997 
____________________  

TO THE HOLDERS OF COMMON STOCK OF                                               
PIONEER COMMERCIAL FUNDING CORP.:                                               

    A Special Meeting of the holders of the Common Stock of Pioneer Commercial
Funding Corp. (the "Company") will be held at the offices of Gratch Jacobs &    
Brozman, P.C., 950 Third Avenue, 11th Floor, New York, NY 10022, on May 8, 1997 
at 11:00 A.M., Eastern Time, to consider and vote upon a proposal to amend the  
Company's Certificate of Incorporation to increase the authorized capital stock 
of the Company from 5,000,000 shares of Common Stock to 20,000,000 shares of    
Common Stock;                                                                   

Only holders of record of the Company's Common Stock at the close of  
business on April 4, 1997 are entitled to notice of or to vote at this meeting  
and any adjournment or adjournments thereof.                                    

              By Order of the Board of Directors

GLENDA S. KLEIN,    
Secretary           

Reseda, California                                                              
April __, 1997                                                                  

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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PRELIMINARY COPY FOR THE INFORMATION OF 
THE SECURITIES AND EXCHANGE COMMISSION ONLY 

PROXY STATEMENT 

FOR 

SPECIAL MEETING OF SHAREHOLDERS 

OF  

PIONEER COMMERCIAL FUNDING CORP.  
6660 RESEDA BOULEVARD 
RESEDA, CALIFORNIA  91335 

To Be Held May 8, 1997  

     The enclosed proxy materials are furnished in connection with the
solicitation of proxies by the Board of Directors of Pioneer Commercial Funding 
Corp., a New York corporation (the "Company"), for use at the Special Meeting of
shareholders of the Company to be held at 11:00 AM, Eastern time, on Thursday,  
May 8, 1997, at the offices of Gratch Jacobs & Brozman, P.C., 950 Third Avenue, 
New York, New York 10022, and any adjournment or adjournments of such meeting   
(the "Meeting").                                                                

       This proxy statement and the enclosed form of proxy are first being
mailed to the shareholders of the Company on or about April __, 1997.           

RIGHT OF REVOCATION                                                             

       A proxy may be revoked by notice in writing to the Secretary of the
Company 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  
in favor of the proposal to amend the Company's Certificate of Incorporation to 
increase the authorized capital stock of the Company from 5,000,000 shares of   
common stock, par value $0.01 per share ("Common Stock"), to 20,000,000 shares  
of Common Stock.                                                                

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MATTER TO BE ACTED UPON                                                         

         The purpose of the Meeting is to consider and vote upon a proposal to
amend the Company's Certificate of Incorporation to increase the authorized     
capital stock of the Company from 5,000,000 shares of Common Stock to 20,000,000
shares of Common Stock.                                                         

BACKGROUND; REASONS FOR THE PROPOSAL                                            

 From August 1996 through January 1997, the Company engaged in
discussions with approximately 14 financial institutions seeking to obtain a    
commitment to provide the Company with  financing which the Company had         
determined was necessary in order to successfully operate its mortgage warehouse
lending business.  The Company was unable to obtain any such commitment, having 
been advised by such financing institutions that the Company would need to      
increase its capital base to obtain a significant financial commitment.         

       To address this issue, in January 1997, the Company negotiated with
eight investors (the "Investors") to invest an aggregate of $4 million in the   
Company through a private placement of securities (the "Private Placement").    
During the negotiations, the Board of Directors determined that a subscription  
price of $1.00 per share of Common Stock was a fair and equitable price to the  
Company.  This determination was based upon, among other things, (i) the market 
price of the Company's Common Stock during the period preceding the January 31, 
1997 press release announcing the proposed Private Placement, (ii)  the net     
asset value of the Company at such time, which was slightly below $1.00 per     
share, (iii) the restricted nature of the securities to be issued in the Private
Placement, (iv) limited financing alternatives available to the Company and (v) 
the Company's funding needs.                                                    

   Although the Investors indicated their willingness to invest $4
million in consideration for the issuance of an aggregate of 4 million shares of
Common Stock, the Company did not have 4 million authorized and unreserved      
shares available for issuance.  Consequently, the Investors agreed to subscribe 
for an aggregate of 2.2 million shares of Common Stock at a subscription price  
of $1.00 per share and acquire an aggregate of $1.8 million principal amount of 
convertible notes (the "Notes") at a conversion rate of $1.00 principal amount  
of Notes per share of Common Stock (the "Conversion Rate"), conditioned on the  
agreement of the Company to use its best efforts to secure approval of an       
amendment to its Certificate of Incorporation that would increase the number of 
authorized shares of Common Stock to a number sufficient to provide for         
conversion of the Notes into Common Stock at the Conversion Rate (the           
"Amendment").                                                                   

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       Pursuant to the subscription agreements entered into by the Company
and each Investor, and, in addition, in order to create sufficient authorized   
shares of Common Stock to provide for the long 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 Company has scheduled the Meeting to seek  
shareholder approval of the Amendment in accordance with (S)803(a) of the New   
York Business Corporation Law.  If the shareholders of the Company approve the  
Amendment, the Notes shall automatically be converted into Common Stock         
immediately upon the filing of the Amendment with the New York Secretary of     
State, without the necessity for any further action to be taken by the          
Investors.                                                                      

RISK OF DILUTION                                                                

          The trading price of the Common Stock on March __, 1997 as reported by
Bloomberg Business News was $_______ per share.  To the extent that the trading 
price of the Common Stock quoted on the NASDAQ SmallCap market exceeds $1.00 per
share at the time the Amendment is approved, the conversion of the Notes at the 
Conversion Rate may result in the dilution of the interests of existing         
shareholders of the Company.                                                    

EFFECT OF DISAPPROVAL                                                           

          If the Amendment is not approved and the Notes remain outstanding, the
entire aggregate of $1,800,000 principal amount of the Notes will become due and
payable on December 31, 1997.  Commencing August 28, 1997, the Notes shall bear 
interest on the unpaid principal amount thereof at the rate of eight (8%)       
percent per annum.  In addition, as a consequence, the Company may encounter    
difficulties in obtaining financing commitments from third party lenders in     
connection with the operation of its mortgage warehouse lending operations.     
Although the Company has recently obtained a commitment for $25 million line of 
credit from third party lender, the failure to obtain approval of the Amendment 
may impair the Company's ability to maintain such commitment and address future 
funding needs.                                                                  

IMPACT OF THE CONVERSION OF THE NOTES                                           

         If the shareholders approve the Amendment, upon the conversion of the
Notes, the Company will have eliminated a $1,800,000 liability and have the     
benefit of enhancement of its assets base and net worth, which the management of
the Company believes will enable the Company to obtain increased credit lines   
from financial institutions.                                                    

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PROPOSAL: 
AMENDMENT OF CERTIFICATE OF INCORPORATION 
TO INCREASE AUTHORIZED CAPITAL  

         WHEREAS, the Board of Directors of the Company has determined that it
       is in the best interests of the Company to amend the Certificate of
     Incorporation of the Company to increase the number of authorized
          shares of Common Stock of the Company and permit the conversion of the
    Notes into Common Stock at the Conversion Rate and, in addition,
      permit the Company to issue additional shares in the future if the
      Board of Directors shall determine such issuance to be in the best
interests of the Company; now therefore it is               

 RESOLVED, that Article FOURTH of the Company's Certificate of
        Incorporation, as heretofore amended, be further amended to increase
        the authorized capital stock of the Company from 5,000,000 shares of
          Common Stock, par value $.01 per share, to 20,000,000 shares of Common
Stock.                                                      

     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.                     

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS                                 

         The outstanding voting securities of the Company on April 4 1997 (the
"Record Date") consisted of 3,642,272 shares of Common Stock. The Common Stock  
is the only class of voting stock of the Company. 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
the proposal.  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.                                                                         

CHANGE IN CONTROL - VOTING SECURITIES                                           
AND PRINCIPAL HOLDERS THEREOF                                                   

         As a result of the completion of the Private Placement by the Company
on February 28, 1997, a change in control of the Company occurred, as previously
reported in the Company's Report on Form 8-K dated March 5, 1997, and as more   
particularly described below:                                                   

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      For consideration of $2,500,000 paid by Leedan International Holdings B.V.
("Leedan"), of which $2,300,000 represented internal funds of Leedan and        
$200,000 were proceeds of a 6 month loan, bearing annual interest at a variable 
rate equal to the London Interbank Offering Rate (LIBOR), which loan was made to
Leedan by Leedan Business Enterprise Ltd., an indirect parent company of Leedan,
Leedan acquired 1,375,000 shares of Common Stock and $1,125,000 principal amount
of Notes.                                                                       

        Upon the closing of the Private Placement, Leedan became the largest
shareholder of the Company with direct and indirect holdings of 42.6% of the    
issued and outstanding Common Stock.                                            

        Based on the conversion rate of each $1.00 principal amount of Notes
into one share of Common Stock, if the shareholders approve the Amendment,      
Leedan will own, directly and indirectly, 49% of the issued and outstanding     
Common Stock.                                                                   

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        Set forth below are the holders of 5% or more of the Common Stock as
of March __, 1997 and management ownership of Common Stock.                     

                                                                [Download Table]

                                                 COMMON STOCK               
                                     ---------------------------------------
                                                                            

 NAME AND ADDRESS                     NUMBER OF SHARES     PERCENT OF CLASS 
OF BENEFICIAL OWNER                  BENEFICIALLY OWNED   BENEFICIALLY OWNED
-------------------                  ------------------   ------------------

Leedan Business Enterprise Ltd.      1,551,136/1/                 42.6%     
8 Shaul Hamelech Blvd.                                                      
Tel-Aviv 64733, Israel                                                      

Jay Botchman                           330,000                     9%       
1500 E. Tropicana Avenue                                                    
Suite 100                                                                   
Las Vegas, Nevada  89113                                                    

Michael Lauer                          330,000/2/                  9%       
200 Park Avenue                                                             
Suite 3900                                                                  
New York, New York  10166                                                   

Tamar Lieber                           322,122                     9%       
160 West 66th Street                                                        
New York, New York  10022                                                   

Glenda Klein                           197,546/3/                  5%       
19644 Pine Valley Avenue                                                    
Northridge, California  91326                                               

SECURITY OWNERSHIP OF MANAGEMENT                                                

                                                                [Download Table]


                                           NUMBER OF SHARES       PERCENT     
NAME              TITLE                    OF COMMON STOCK        OF CLASS    
----              -----                    ----------------       --------    
                                                                              

Glenda Klein      Director and                 197,546/3/           5%        
                  Senior Vice                                                 
                  President, Secretary,                                       
                  Treasurer and Chief                                         
                  Financial Officer                                           

Tamar Lieber      Director                     322,122              9%        

Richard Fried     Director                     12,046             less than 1%

Directors and                                  531,714/3/          13.8%      
Executive                                                                     
Officers as a                                                                 
group (6 persons)                                                             

--------------------------------------                                      
/1/     Leedan, which together with Leedan Systems & Properties     
           Promotion (1993) Ltd. holds 42.6% of the issued and outstanding
    Common Stock of the Company, is an indirect wholly-owned
              subsidiary of Leedan Business Enterprises Ltd ("Leedan Business").
  Certain members of the Harel family, collectively, own
             approximately 57.5% of the outstanding shares of Leedan Business.
             Mr. Boaz Harel, a director of the Company, owns approximately 17%
      of the outstanding shares of Leedan Business and disclaims
            beneficial ownership of any stock of Leedan Business held by any
other member of the Harel family.                   

/2/     Mr. Lauer owns shares of the Company and is the investment  
             manager with authority to vote and sell securities owned by three
        entities that he manages. The shares of the Company owned by
             Mr. Lauer directly and by the entities he manages total more than
        5% of the outstanding shares of Common Stock of the Company.

   /3/     Includes 188,637 shares of Common Stock which Ms. Klein has the
              right to acquire within 60 days from the date hereof upon exercise
of an option held by her.                           

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INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON                        

 Mr. Boaz Harel has served as a director of the Company since November 11,
1996.  Mr. Harel owns approximately 17% of the shares of Leedan Business, which 
is the beneficial owner of 42.6% of the Common Stock through its indirect       
wholly-owned subsidiary, Leedan.  Mr. Harel also serves as the Managing Director
of Leedan Business, as a Managing Director of Leedan and is also the Chairman of
ICTS USA (1994) Inc., an indirect subsidiary of Leedan.                         

Mr. M. Albert Nissim has served as the President of the Company since   
January 9, 1997.  Mr. Nissim is a Managing Director of Leedan, which            
beneficially owns 42.6% of the Common Stock.  He also serves as the Secretary of
ICTS International N.V., a subsidiary of Leedan, and as the President of ICTS   
USA (1994) Inc., a subsidiary of ICTS International, N.V.                       

COST OF SOLICITATION                                                            

  The cost of solicitation of proxies, including reimbursements to banks and
brokers for reasonable expenses in sending proxy material to their principals,  
will be borne by the Company.  The Company's transfer agent, American Stock     
Transfer & Trust Company, is assisting the Company in the solicitation of       
proxies from brokers, banks, institutions and other fiduciaries by mail, and    
will charge the Company its customary fee therefor plus out-of-pocket expenses  
which, in the aggregate, are estimated to be approximately ______.  In addition,
proxies may be solicited by officers of the Company by mail, in person or by    
telephone, telegraph or telex.  It is anticipated that the cost of solicitation 
of proxies will be approximately $____________.                                 

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PIONEER COMMERCIAL FUNDING CORP.  

Proxy for Special Meeting of Shareholders 
May 8, 1997 

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PIONEER
COMMERCIAL FUNDING CORP. (THE "COMPANY").                                       

The undersigned hereby appoints _________________ and       
_____________________ as Proxies, each with the power to appoint his substitute 
and hereby authorizes each one of them to represent and vote, as designated     
below, all shares of Common Stock of Pioneer Commercial Funding Corp. held of   
record by the undersigned on April 4, 1997, at the Special Meeting of           
Shareholders to be held on May 8, 1997 or any adjournment thereof.              

        The shares of Common Stock that the undersigned would be entitled to
vote if personally present at the Special Meeting to be held at 11:00 A.M.,     
Eastern Time, on Thursday, May 8, 1997, at the offices of Gratch Jacobs &       
Brozman, P.C., 950 Third Avenue, New York, New York, or any adjournment or      
adjournments thereof, shall be voted with respect to the proposed resolution as 
set forth below, as indicated herein.                                           

THE PROPOSED RESOLUTION                                                         

   To amend the Company's Certificate of Incorporation as follows:

    RESOLVED, that Article FOURTH of the Company's Certificate of Incorporation,
    as heretofore amended, be further amended to increase the authorized capital
  stock of the Company from 5,000,000 shares of Common Stock, par value $.01
per share, to 20,000,000 shares of Common Stock.                        

          Unless otherwise indicated, this Proxy confers authority to vote "FOR"
for the above resolution.  The Board of Director recommends a vote of "FOR" for 
the above resolution.  This proxy is solicited on behalf of the Board of        
Directors of Pioneer Commercial Funding Corp. and may be revoked prior to its   
exercise by a written notice to the Secretary of the Company.                   

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[X]  Please mark your vote as indicated in this example.                        

APPROVAL OF AN AMENDMENT OF THE COMPANY'S 
CERTIFICATE OF INCORPORATION  

For                           Against                              Abstain    

[_]                             [_]                                  [_]      

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
		12/31/97		5					10KSB,  10KSB/A
		8/28/97		5					DEF 14A
For Period End:		5/8/97		2		10			8-K,  DEFS14A
Corrected on:		4/8/97							DEFS14A
		4/4/97		2		10
Filed on:		3/25/97
		3/5/97		6					8-K
		2/28/97		6					8-K
		1/31/97		4
		1/9/97		9					8-K
		11/11/96		9
									List all Filings