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Worldwide Holdings Delaware Corp – ‘PRE 14C’ for 7/1/03

On:  Friday, 7/11/03, at 3:05pm ET   ·   For:  7/1/03   ·   Accession #:  909012-3-489   ·   File #:  33-24108-D

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/11/03  Worldwide Holdings Delaware Corp  PRE 14C     7/01/03    1:15K                                    Toledo Graphics Group/FA

Preliminary Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Worldwide Holdings                                     8     29K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
5Voting Securities and Principal Holders Thereof
"Vote Required for Approval
6Additional Information
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION CURRENT REPORT PURSUANT TO SECTION 14(C) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report: July 1, 2003 WORLDWIDE HOLDINGS DELAWARE, CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 98159N 10 2 87-0453832 ------------- ------------------------------------ (CUSIP Number) (IRS Employer Identification Number) c/o Martin H. Wozniak, President 2121 W. Army Trail Road, Suite 105, Addison, IL 60101 ----------------------------------------------------- (Address of principal executive offices) (630) 705-1696 ---------------------------------------------------- (Registrant's telephone number, including area code) We Are Not Asking You For a Proxy AND You Are Requested Not to Send Us A Proxy Check the appropriate box: [ X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2) [ ] Definitive Information Statement
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------------------- Worldwide Holdings Delaware, Corp (Name of Registrant as Specified in its Charter) -------------------- Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14(c)-5(g) 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: 0 4) Proposed maximum aggregate value of transaction: 0 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 No.: 3) Filing Party: 4) Date Filed -------------------------------------------------------------------------------- 2
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Notice of Action by Written Consent of a Majority of the Outstanding Common Stock to be taken on June 30, 2003 To the Stockholders of Worldwide Holdings, Delaware, Corp. ("TRSG" and/or the "Company"): Notice is hereby given that upon Written Consent by the holder of a majority of the outstanding shares of common stock of Worldwide Holdings Delaware, Corp. (the "Company"), the Company intends to Amend its Articles of Incorporation to increase the number of authorized $0.001 per value shares of the common stock of the Company from two billion (2,000,000,000) to ten billion (10,000,000,0000). The change will be effective on or about August 2, 2003. Only stockholders of record at the close of business on July 1, 2003 shall be given Notice of the Action by Written Consent. The Company will not solicit proxies. By Order of the Board of Directors /s/ Martin H. Wozniak ---------------------------- Martin H. Wozniak, President 3
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This information statement is being furnished to all holders of the common stock of the Company in connection with the Action by Written Consent to amend the Company's Articles of Incorporation. ITEM 1. INFORMATION STATEMENT This information statement is being furnished to all holders of the common stock of Worldwide Holdings Delaware, Corp., a Delaware Corporation ("Worldwide"), in connection with resolutions of the Board of Directors and the written consent of holders of in excess of 50% of the common stock of Worldwide providing for an amendment to Worldwide 's Articles of Incorporation increasing Worldwide's authorized common shares from 2,000,000,000 shares of $0.001 par value common stock to 10,000,000,000 shares of $0.001 par value common stock. The Board of Directors and a person owning the majority of the outstanding voting securities of Worldwide have unanimously adopted, ratified and approved resolutions to effect the recapitalization. No other votes are required or necessary. See the caption "Vote Required for Approval," below. The Amendment will be filed and became effective on August 2, 2003. The authorized shares of Worldwide are being increased so that there are sufficient shares available to allow the Company flexibility in its ability to issue shares to raise capital or to acquire additional properties or businesses. The Company has no definitive plans at the present to issue any of the additional 8,000,000,000 shares being authorized by the amendment to its Articles of Incorporation, However, should an opportunity arise to raise additional capital or to make an acquisition which the Board of Directors determine may be beneficial to the Company, the additional shares may be used for that purpose. The Form 10-QSB filed by Worldwide with the Securities and Exchange Commission may be viewed on the Securities and Exchange Commission's web site at www.sec.gov in the Edgar Archives. Worldwide is presently "current" in the filing of all reports required to be filed by it. See the caption "Additional Information," below. This information statement is being furnished to all holders of the common stock of Worldwide Holdings Delaware, Corp., a Delaware Corporation ("Worldwide") in connection with resolutions of the Board of Directors and the written consent of a holder of in excess of 50% of the common stock of Worldwide providing for an amendment to Worldwide's Articles of Incorporation to authorize an increase in the 0.001 par value common stock of Worldwide from two billion to ten billion shares. This action is being taken to facilitate and reflect the business operations of the Company. DISSENTER'S RIGHTS OF APPRAISAL The General Corporation Law of the State of Delaware ("the Delaware Law") does not provide for dissenter's rights of appraisal in connection with the Recapitalization. 4
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF The Board of Directors has fixed the close of business on July 1, 2003 as the record date for the determination of the common shareholders entitled to notice of proposed action by written consent. At the record date, the Company had outstanding 553,044,566 shares of $0.001 par value common stock. One shareholder holds a controlling interest of ninety and 4/10th's (90.409%) shares of the $0.001 par value common stock of the Company as of the record date, representing more than a majority of the company's outstanding common stock. The shareholder, Martin H. Wozniak has consented to the action required to effect the proposed amendment to the Company's Articles of Incorporation. This consent will be sufficient, without any further action, to provide the necessary stockholder approval of the action. SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT STOCKHOLDERS The following table sets forth information about the beneficial ownership of the Company's Common Stock, (no shares of preferred stock are outstanding) as of July 1, 2003 by (i) each person who is known by the Company to own beneficially more than five percent (5%) of the outstanding shares of Common Stock; (ii) each of the Company's named Executive Officers and Directors; and (iii) all Directors and Executive Officers as a group: [Enlarge/Download Table] Title of Class Name and Address of Beneficial Amount and nature of Percent of Class Ownership Beneficial Ownership Common Martin H. Wozniak 500,000,000 90.409% Stock 2110 North Avenue Waukegan, IL 60087 As of July 1, 2003, the Company had 553,044,556 shares of its common voting stock issued and outstanding. VOTE REQUIRED FOR APPROVAL Section 228 of the Delaware corporation laws provides that any action required to be taken at a special or annual meeting of the stockholders of a Delaware corporation may be taken by written consent, in lieu of a meeting, if the consent is signed by stockholders owning at least a majority of the voting power. The Shareholders of Worldwide owning a majority in excess of 50% of Worldwide's issued and outstanding common stock, have executed and approved the Shareholders' Consent Letter authorizing the replacement of Worldwide's current Board of Directors and executive officers (See the heading "Voting Securities and Principal Holders Thereof" above). No further votes are required or necessary to effect the proposed amendment. The securities that would have been entitled to vote if a meeting was required to be held to amend the Company's Articles of Incorporation consist of issued and outstanding shares of the Company's $0.001 par value common voting stock outstanding on July 1, 2003 the record date for determining shareholders who would have been entitled to notice of and to vote on the proposed amendment to Worldwide's Articles of Incorporation. 5
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ITEM 2. STATEMENT THAT PROXIES ARE NOT SOLICITED WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY ITEM 3. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON No director, executive officer, nominee for election as a director, associate of any director, executive officer or nominee or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, in the proposed amendment to Worldwide's Articles of Incorporation or in any action covered by the related resolutions adopted by the Board of Directors, which is not shared by all other stockholders. ADDITIONAL INFORMATION Additional information concerning Worldwide , including its Form 10-SB initial registration statement and quarterly reports on Form 10-QSB for the past two quarters, which have been filed with the Securities and Exchange Commission, may be accessed through the EDGAR archives, at www.sec.gov. Dated: July 2, 2003 By Order of the Board of Directors /s/ Martin H. Wozniak ---------------------------- Martin H. Wozniak, President 6
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Exhibit A SHAREHOLDER CONSENT TO ACTION WITHOUT A MEETING OF WORLDWIDE HOLDINGS DELAWARE,CORP. Pursuant to Section 228 of the Delaware corporation laws, the undersigned, representing in excess of fifty percent (50%) of the current shareholders of Worldwide Holdings Delaware, Corp. (the "Company") as of July 1, 2003, hereby unanimously consent to and authorize the following action to be effective at such date as shall be determined by the Board of Directors of TRSG.; WHEREAS, the Board of Directors has determined it to be in the best interest of the corporation to increase the company's outstanding common shares from 2,000,000,000 to 10,000,000,000; and WHEREAS, it is the desire of the undersigned shareholder to increase the authorized shares as aforesaid. NOW THEREFORE BE IT RESOLVED, that the undersigned Majority Shareholder hereby approves and consents to the effecting, by the Board of Directors of the Corporation, the increase in the authorized shares from 2,000,000,000 to 10,000,000,000, as described above; and FURTHER RESOLVED, that the undersigned shareholder consents to all necessary actions of the Board of Directors of the Company necessary to effectuate the intent of this Resolution and that, under the direction of the Board of Directors, the appropriate officers of the Company are authorized, empowered and directed, in the name of and on behalf of the Shareholder, to execute and deliver all such documents, schedules, instruments and certificates, to make all such payments or perform all such acts and things, and to execute and deliver all such other documents as may be necessary from time to time in order to carry out the purpose and intent of these resolutions; and that all of the acts and doings of any of such officers that are consistent with the purposes of these resolutions are hereby authorized, approved, ratified and confirmed in all respects. The Majority Shareholders Number of Shares Martin H. Wozniak 500,000,000 /s/ Martin H. Wozniak --------------------- Dated: July 2, 2003 7
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Exhibit "A" STATE of DELAWARE CERTIFICATE of AMENDMENT of CERTIFICATE of INCORPORATION First: That at a meeting of the Board of Directors of Worldwide Holdings Delaware, Corp, a resolution was duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and resulting in the entry of Shareholder Consent to Action without a Meeting by the ninety percent shareholder of said corporation approving the proposed action. The resolution setting forth the proposed amendment is as follows: Resolved, That the following amendment increasing the authorized common stock from 2,000,000,000 to 10,000,000,000 shares was adopted. Second: The necessary number of shares as required by statute were voted in favor of the amendment. Third: That the said amendment was duly adopted in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. Fourth: That the capital of said corporation shall not be reduced under or by reason of said amendment. BY: Martin H. Wozniak Martin H. Wozniak President State of Illinois ) )ss. County of DuPage ) On the 2nd day of July, 2003, personally appeared before me Martin H. Wozniak who, being duly sworn, deposed and stated that he is the President of Worldwide Holdings Delaware, Corp and that he executed the above Certificate of Amendment of Certificated of Incorporation as President of the said corporation pursuant to a duly adopted resolution of the Board of Directors of the said corporation and a duly adopted consent of the majority shareholder of the corporation Dated this 2nd day of July, 2003 ---------------------------------- My Commission Expires: Notary Public 8

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘PRE 14C’ Filing    Date First  Last      Other Filings
8/2/0334
Filed on:7/11/038-K
7/2/0367SC 13D
For Period End:7/1/0317
6/30/033
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Filing Submission 0000909012-03-000489   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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