Proposal for The Holding Company“BookMaker”
Funding
$5,000,000 to $1,000,000,000
U.S. Dollars
Saturday, August 28, 2010
FROM: ROY E.COMBS/HC/LOYNSGATE INVESTMENT BANKING/COMBS CAPITAL & TECHNOLOGIES
To Whom It May Concern:
Horizon Club/CC&T and Paragon Incorp., or "BOOKMAKER” (THE PROPOSED HOLDING CORP.)," and the Lyonsgate Investment Banking will offer the proposed Interests for sale in the United States and Japan.
BOOKMAKER (THE PROPOSED HOLDING CORP.) will pay interest on the Investments semiannually on May 1 and November 1 of each year, commencing on TBD 1, 1999. BOOKMAKER (THE PROPOSED HOLDING CORP.) may not redeem the Investments before May 1, 2009 except for tax reasons. If BOOKMAKER (THE PROPOSED HOLDING CORP.) redeems the Investments for tax reasons,BOOKMAKER (THE PROPOSED HOLDING CORP.) will pay you 100% of the principal amount of your Investments plus accrued interest. If BOOKMAKER (THE PROPOSED HOLDING CORP.) redeems any of the Investments, it must redeem all of the Investments which comprise of part or all of the assets of the Holding Corp.
BOOKMAKER (THE PROPOSED HOLDING CORP.) will issue the Investments as global Investments registered in the name of the nominee for The Depository Trust Company, or "DTC." DTC and its participants, including the depositaries for bank and the clear System, will record your interest in the Investments in their records. You may only transfer your interest in the Investments through DTC and its participants. BOOKMAKER (THE PROPOSED HOLDING CORP.) will not issue Investments to you in certificated form except as described in this prospectus supplement under the heading "Book-Entry Registration." You may purchase Investments in denominations of 1,000 and integral multiples of $1,000.
BOOKMAKER (THE PROPOSED HOLDING CORP.) has not tried to list the Investments on the any stock Exchange, in accordance with the rules of the Nikki Stock Exchange, to facilitate trading in non-U.S. markets.
Projection 1999
PER NOTE TOTAL
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Public or Privite Offering Price(1)............. TBD% $1,000,000,000
Underwriting Discount............................. TBD% $TBD
Proceeds, before expenses, to BOOKMAKER (THE PROPOSED HOLDING CORP.) ................ TBD% $1,000,000,000
(1) You must pay accrued interest from TBD, 1999, if settlement occurs
after that date.
These Proposed have not been approved by the Securities and Exchange
Commission or any state securities commission, nor have these organizations
determined if this prospectus supplement or the prospectus is accurate and
complete. Any representation to the contrary is a criminal offense.
BOOKMAKER (THE PROPOSED HOLDING CORP.) and the Underwriters expect to deliver the Investments in book-entry form only through the facilities of DTC, bank and clear, on or about TBD,1999.
EXECUTIVE SUMMARY
This is a summary of suggested a Holding Company which has interest in a conservative portfolio composed of 10-20 issues of debit that the Return On Investment(ROI) would fund the Kanshi books and other related media materials. These strategies for growth of KW(“Kanshi World” book #1) and the Company that would operate to produce these 2,500 Stories. It is the intent of CC&T (Roy Combs/Combs Capital & Technologies) and Lyonsgate Investment Banking (Division of Horizon Club) to provide the leadership for this operation, acquisitions and expansion of BookMaker that will operate in the Information Publications market and manage the Holding Company that funds BookMaker the Corporation.
The following Suggested financing/investment and initial strategies for the formation of a private Corporation “Book Maker” and a suggested operational/marketing plan based on maximizing “Kanshi World” with the goal to double assets in four to five years.
The Corporation as set up would hold a number of conservative debt instruments as well as some public companies that can be used to facilitate the in-house Publication of KW.
The following scenario is based on assumptions that:
1) Investment The BookMaker Company and or a subsidiary/affiliate of a three to five million dollars into a separate money/asset pool concentrating on smaller cap. growth/turn-around oriented portfolio. A strategic alliance between TOKYO/JAPAN”Investors” and Combs Capital & Technologies which could take advantage of special tax benefits through the Nevada domicile. million that could be sold to and investors that could be brought in through marketing. This club or group of investors has been built up over the last 2 decade by Roy Combs and the Horizon Club.
Investors could hold eight percent of Combs Capital & Technologies/Horizon Club to start. Roy Combs, HC/LOYNSGATE INVESTMENT BANKING/CC&T could upon the resulting terms and conditions have the opportunity to perform in the market place and make the bench marks for a buy back 10-70% of the joint venture over a specified period of time that could be 1-6 years.
2) Investors could receive:
a. An advisory research fee.
b. An advisory portfolio fee.
c. An advisory administrative fee.
d. 80% of the stock/bond of the to be formed corporation.
e. If necessary 50 to 80% of the stock/bond of the second corporation. In asset management many times separate management, sales and research corporations are formed.
3) CC&T (Combs Capital & Technologies/HC/LOYNSGATE INVESTMENT) BANKING/Roy Combs could receive a marketing fee of a predetermined amount and also a percentage of assets of the investment under management, through this arrangement and should increase as things get better.
a. Part of the proceeds could go to restructure the debt of HC/LOYNSGATE INVESTMENT BANKING/Roy Combs.
4) As a consequence of these activities any acquisitions, joint ventures, business alliances and capital/(debt equity etc.) HC/LOYNSGATE INVESTMENT BANKING brings in arranges will be credited to the buy-back referred to in the first section herein.
5) Richard E. Richter/Lyons Gate Investment Banking can serve jointly as Investment Bankers to the new entity and could receive a combination of consulting fees and stocks and other incentive rewards.
The Horizon Club has a combined 70 years experience in business and financial services and we know the value of a strategic alliance where both parties achieve their goals and objectives.
We believe that the growth in KANSHI that TOKYO/JAPAN is seeking is at hand and that the ground work has been done and with cooperation the KW “BookMaker” will get what a Corporation needs through this alliance, which will be an autonomous Corporation with solid based assets producing a Return on Investment of at least 10-20% yearly bases on asset managers long 20 plus record. This will allow Kanshi to be produced with a profit in mind and the hearts and minds of men and women in the forefront of Literature.
USE OF PROCEEDS
BOOKMAKER (THE PROPOSED HOLDING CORP.) will add the net proceeds it receives from the sale of its debt Securities to its general funds and initially will use the proceeds to reduce It’s short-term debt. As indicated in this prospectus under the heading "CC&T BOOKMAKER (THE PROPOSED HOLDING CORP.)'s principal business is purchasing short-term Investments of CC&T. Additionally, BOOKMAKER (THE PROPOSED HOLDING CORP.) occasionally purchases receivable balances from CC&T domestic credit operations. BOOKMAKER (THE PROPOSED HOLDING CORP.) expects to incur additional debt, but has not yet determined how much or the terms of this debt. BOOKMAKER (THE PROPOSED HOLDING CORP.) will make these determinations from time to time based on economic conditions and certain capital requirements of CC&T.
BOOKMAKER (THE PROPOSED HOLDING CORP.) anticipates that CC&T and its subsidiaries will continue their practice of short-term borrowing and will occasionally incur additional long-term debt and engage in securitization programs in which CC&T and its subsidiaries sell interests in pools of credit card receivables in public or private transactions.
CC&T also occasionally may issue equity securities.
SUMMARY PROJECTED FINANCIAL INFORMATION
The following table sets forth certain summary financial information of
BOOKMAKER (THE PROPOSED HOLDING CORP.) for the last five fiscal years. You should read this summary information in conjunction with BOOKMAKER (THE PROPOSED HOLDING CORP.)'s financial statements and the Investments to the financial statements that are incorporated by reference in this prospectus.
2014 2013 2012 2011 2010
---- ---- ---- ---- ----
(U.S. DOLLARS IN MILLIONS)
Operating Results
Total revenues................................ $ 1,234 $ 960 $ 689 $ 510 $ 283
Interest expense and amortization of debt
discount/premium............................ 979 763 546 405 219
Total expenses................................ 983 767 548 407 221
Income taxes.................................. 88 68 49 36 22
Net income.................................... $ 163 $ 125 $ 92 $ 67 $ 40
Financial Position
Assets
Investments of CC&T.............................. $17,990 $16,561 $11,609 $8,397 $6,843
Receivable balances purchased from CC&T.... 90 89 76 81 82
Total assets................................ $18,247 $16,716 $12,004 $8,635 $7,031
Liabilities
Commercial paper............................ $ 4,243 $ 5,249 $ 3,324 $4,451 $4,913
Agreements with bank trust departments...... -- -- 82 137 87
Intermediate-term loans..................... -- 50 715 895 845
Medium-term Investments..................... 5,976 6,033 4,834 1,384 --
Discrete underwritten debt.................. 5,084 3,099 1,298 499 --
Total liabilities........................... $15,472 $14,554 $10,317 $7,390 $5,854
Stockholder's Equity
Capital stock (including capital in excess
of par value)............................ $ 1,185 $ 735 $ 385 $ 35 $ 35
Retained income............................. 1,590 1,427 1,302 1,210 1,143
Total stockholder's equity.................. 2,775 2,162 1,687 1,245 1,178
Debt as percentage of equity.................. 552% 667% 608% 592% 496%
Other Pertinent Data
Commercial paper
Average daily outstandings.................. $ 4,514 $ 3,952 $ 4,388 $4,963 $3,615
Agreements with bank trust departments
Average daily outstandings.................. -- 55 98 154 124
Contractual credit facilities (year-end)...... 6,100 5,540 5,000 5,720 5,132
RATIO OF EARNINGS TO FIXED CHARGES
Horizon Club presently calculates the interest rate on BOOKMAKER (THE PROPOSED HOLDING CORP.)'s investment in Horizon Club
Investments to provide BOOKMAKER (THE PROPOSED HOLDING CORP.) with earnings sufficient to cover its fixed charges at
least 1.25 times. The ratios of earnings to fixed charges for BOOKMAKER (THE PROPOSED HOLDING CORP.) and CC&T for the years ended on the dates set forth in the following table were as follows:
JANUARY 2, JANUARY 3, DECEMBER 28, DECEMBER 30, DECEMBER 31,
2003 2002 2001 2000 1999
---------- ---------- ------------ ------------ ---
BOOKMAKER (THE PROPOSED HOLDING CORP.) 1.26 1.25 1.26 1.26 1.29
CC&T .................... 216 2.34 2.40 2.15 2.06
(1) Calculated as follows:
earnings = net income + fixed charges + income taxes
---------------------------------------------------------------------------
fixed charges = interest expense + amortization of debt discount and
expense
(2) Calculated as follows:
earnings = income from continuing operations (excluding undistributed net
income of uncon-
solidated subsidiaries) + fixed charges (excluding capitalized interest)
+ income taxes
---------------------------------------------------------------------------
fixed charges = interest expense + the portion of operating lease rentals
which CC&T estimates represents the interest element in such rentals
DESCRIPTION OF DEBT SECURITIES
This prospectus describes certain general terms and provisions of BOOKMAKER (THE PROPOSED HOLDING CORP.)'s unsecured debt securities. When BOOKMAKER (THE PROPOSED HOLDING CORP.) offers to sell a particular series of debt securities, it will describe the specific terms of the series in a supplement to this prospectus. BOOKMAKER (THE PROPOSED HOLDING CORP.) will also indicate in the supplement whether the general terms and provisions described in this prospectus apply to a particular series of debt securities.
BOOKMAKER (THE PROPOSED HOLDING CORP.) can entered into an indenture with The TBD Bank, as trustee, and will issue its debt securities under that indenture or under another indenture into which it may enter with another eligible trustee. BOOKMAKER (THE PROPOSED HOLDING CORP.) will identify the trustee and the particular indenture under which it is issuing its debt securities in the supplement to this prospectus TBD.
The following sections summarize certain provisions of BOOKMAKER (THE PROPOSED HOLDING CORP.)'s projected debt securities and indenture. This summary is qualified by and subject to the actual provisions of the indenture under which BOOKMAKER (THE PROPOSED HOLDING CORP.) is issuing its debt securities.
BOOKMAKER (THE PROPOSED HOLDING CORP.) has not at this time filed the indenture with the Commission and is incorporating it by reference in this prospectus.
Where this summary refers to particular provisions of the indenture, the provisions are incorporated by reference.
Proposed GENERAL TERMS
The debt securities will be unsecured obligations of BOOKMAKER (THE PROPOSED HOLDING CORP.).
BOOKMAKER (THE PROPOSED HOLDING CORP.) can issue an unlimited amount of debt securities under the indenture, and can issue them from time to time in one or more series including acquisitions.
If any of the following terms apply to a particular series of debt
securities that BOOKMAKER (THE PROPOSED HOLDING CORP.) offers to sell, the supplement to this prospectus will describe the applicable terms:
FEE SCHEDULE
(1) Basic hourly rate = $200 per hour
(2) With a minimum of 10 hours (spot assignment example - originate or re-do a business plan to attract capital)
(3) Contract/consulting for a minimum of 3 months and a minimum of $5,000
(4) Offering, merger/acquisition plan, international or U.S. joint venture (negotiable to fit the goals and budgets of client).
(5) Expenses paid monthly for term of assignment but with a minimum $500 per month. Out-of-town assignments must be pre-paid for lodging, transportation, etc. Minimum daily consulting fee of $500 per day also paid in advance.
(6) All of these fees are on a deep discount basis vs. other investment bankers and consultants Special assignments (examples: arranging private placement, public.
(7) Bonus fees, securities and other compensation (in addition to cash) seriously considered and negotiable.
SALES COMMISSION FINDERS/REFERRAL FEES PLANS
Horizon Club/Lyonsgate Investment Baking President, Roy E. Combs, announced a Plan on a continuing basis to reward people who sell our products or Just refer others that lead to a successful transaction. This would apply to All facets of selling or finding such as leads.
New Business
License/Joint Venture/Strategic alliance tie-ins.
Lead for acquisition (control or full), of a going Book Making company.
Referral to, money sources for development, expansion, acquisitions, etc.
Investment Bankers and other key middlemen for all kinds of corporate finance.
International (Japan, Canada, Mexico or other overseas contacts, business (all categories).
Refer, arrange, and accelerate transactions relating to our planned Privitely Held Holding Corporation to go Public at the appropriate time for BookMaker.
MEDIA CONSORTIUM.
A. On a direct basis (you are the only or prime contact into a party or parties that are final decision-makers for the transaction range of % sales commission 3-5% of the value of the transaction.
B. On an indirect (finder, referral basis where there are multiple finder/referrers, 2 or more in total) basis, the range of fees would be from 10-60% of the fees for arranging of the transaction. All finders would have to be disclosed who are a party to any fees.
C. Percentages are of gross sales.
Both A. and B. are subject to the successful closing of the transaction (if deal is done on a stage by stage basis; your fees would be the % agreed on at each stage; otherwise, at closing, if one stage). We will register your contacts to make sure you (and other qualified associates and contacts) are properly credited. We will do any business with your contacts through you.
Also, we will work with you closely to maximize your participation in the project.
Please read this over carefully and contact me as soon as possible with your specific ideas. We believe that our HC/LGIB has a very exciting potential especially with our diverse, creative (investment banking and media) strategies and approaches and strongly believe we can make a lot of money together while building real ventures/companies. We look forward to hearing
from you, as soon as possible. Please do not hesitate to call on any further questions.
Resume
Roy Eugene Combs, President, Horizon Club
Roy Combs has been involved with financial banking services for over eighteen years. He has functioned as a financial and marketing consultant for income investments and tax advantages venture capital, including real estate, energy, research and development, equipment leasing and private banking activities. He has held various engineering and management positions with RCA, Rockwell International, Xerox, as well as government postions.
Prior to this venture, Mr. Combs was a publications manager for proposals, maintenance manuals, cost analysis, and policy and procedures for large multinational corporations. He also acted as liaison for top programs in which he provided logistical support systems, keeping these programs at a high level of profitability and efficiency. Additionally, he researched and analyzed products and systems to make them compatible with user needs.
IS formed to take advantage of the select investment opportunities in the information as well as communication fields.
PIROM (Pacific Investment Resources Management Communications) received initial contracts from a division of Mitsubishi for technical documentation support. Other contracts and ventures are being explored and sought in the book design field and in multimedia communications, both locally and internationally.
PEGCO - Research and consulting in the energy fields.
Mr. Combs has been involved as a financial consultant and banking advisor in the start-up operations and expansions of the following successful businesses:
Consultant, 1960 to Present
Resume
Richard E. Richter, Investment Banker
As a partner in RICHTER & COMPANY, Member of the New York Stock Exchange, he specialized in syndicating new public issues and securities research. Arranging public financing for many small firms, he saw some exciting success stories unfold. Perhaps the most outstanding company RICHTER & COMPANY brought public was PICKWICK INTERNATIONAL. Their earnings grew (while its shares were traded on the public market) from $50,000 to $1,000,000. Several others at RICHTER & COMPANY brought public were sold out later for beneficial prices to major stock exchange listed firms in such fields as PHOTOGRAPIC SERVICES, DISCOUNT STORES AND APPAREL MANUFACTURERS.
Mr. Richter has served as a Financial Consultant to both private and public companies including the Board of Directors of five public companies. As one of a select few security analysts, he was asked by the prestigious COMMERCIAL & FINANCIAL CHRONICLE to contribute his stock selections to the column entitled, "The Security I like Best." His contributions to this column were so well received that he was a regular contributor for twelve years.
He also published a business-getting newsletter called MULTI-NATIONAL TRENDS for client companies and investors seeking to find additional business outlets for corporate finance opportunities between domestic and foreign companies. Through this publishing base, many public relations firms gained new accounts at his recommendation, and he acted a liaison to public relations firms and the public companies. Some of the news stories that MULTI-NATIONAL TRENDS was among the first to break was the creation of the INTERNATIONAL MONETARY MARKET in Chicago (it became a leading exchange for gold trading). Also, he wrote in detail of the creative tax-havens such as the Isle of Man, Canyon Islands and New Hebrides, and also predicted the excellent comback of the London Stock Exchange.
Those who have worked with him for many years say he has always exhibited high integrity and creative thinking in the structuring of business opportunities. His outstanding memory recall is a great asset in both the analysis and implementation of projects, and allows him to offer many extra options for consideration by his associates.
Horizon Club/Paragon MultiMedia Incorporated/LidoArt
The Holding Company for BookMaker Kanshi World Project
Toshihiro Endo
Director of Creative Medium Tadahisa Ishikawa Lit.D
Director of Content and Literature
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