Parks! America Files Proxy Statement

TL;DR

Parks! America dropped a proxy filing, looks like they're talking to shareholders.

AI Summary

Parks! America, Inc. filed a DEFA14A on April 4, 2024, related to a press release issued on April 3, 2024. The filing is a definitive proxy statement and soliciting material under Rule 14a-12. The company is incorporated in Nevada and its fiscal year ends on October 1st.

Why It Matters

This filing indicates that Parks! America, Inc. is engaging in shareholder communication, likely related to upcoming corporate actions or decisions requiring shareholder approval.

Risk Assessment

Risk Level: low — This is a routine SEC filing (DEFA14A) for a proxy statement, not indicating immediate financial distress or significant corporate events.

Key Players & Entities

• PARKS AMERICA, INC (company) — Registrant
• 0001297937 (company) — Central Index Key
• 7990 (company) — Standard Industrial Classification
• NV (company) — State of Incorporation
• 1001 (company) — Fiscal Year End
• 1300 OAK GROVE RD (company) — Business Address Street 1
• PINE MOUNTAIN (company) — Business Address City
• GA (company) — Business Address State
• 31822 (company) — Business Address Zip
• 706-663-8744 (company) — Business Phone

FAQ

Filing Documents

• formdefa14a.htm (DEFA14A) — 28KB
• formdefa14a_001.jpg (GRAPHIC) — 3KB
• 0001493152-24-013098.txt ( ) — 34KB

From the Filing

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy (Amendment No . ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: 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 under 240.14a-12 PARKS! AMERICA, INC. (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 all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On April 3, 2024, Parks! America, Inc. (the “Company”) issued the below press release: Focused Compounding Rejects Offer for Three Board Seats and Appears Intent on Recovering All of Its Proxy Expenses from Stockholders PINE MOUNTAIN, Georgia — April 3, 2024 — Parks! America, Inc. (OTCPink: PRKA) (“Parks! America” or the “Company”), a leading operator of regional safari parks in the United States, announced today that Focused Compounding Fund, L.P. (“FC”) rejected a settlement proposal from Parks! America’s Board of Directors. The Company wants to make clear the terms of the most recent settlement offer turned down by FC, which we believe to be both reasonable and fair. In a good faith effort to provide FC with board representation commensurate with its approximately 39% ownership stake in Parks! America, the Board of Directors offered FC three board seats on the Company’s seven-member Board. This settlement construct would have given FC direct input on the Board of Directors, equating to approximately 43% representation thereon – which would exceed FC’s current stake in the Company. FC rejected the proposal. FC’s unreasonable demand for control of Parks! America without paying a premium to the Company’s stockholders and without owning a control position in the Company continues to divert resources and corporate focus away from the core business. Despite FC’s unprofessional comments and inappropriate rhetoric directed toward the Board of Directors and management, the Company nonetheless continues to engage with FC and initiate settlement talks in an effort to avoid costly and distracting proxy fights. Unfortunately, FC has, to date, consistently refused to engage in good faith in reasonable settlement discussions. The Company believes that FC will continue to waste Company resources in its quest for control, and, if FC prevails at the Company’s upcoming Annual Meeting, the Company believes that FC intends to recover its expenses from the Company and place the cost of its campaign on the Company’s stockholders. In a letter to the Board of Directors on January 18, 2024, FC wrote: “We’re willing to eat the costs of our side of the proxy fight and not seek to recover expenses from the company as is often done in these situations . It had always been our intention not to seek to recover any expenses. However, our lawyers / advisors suggested we leave this language in to prepare for the possibility that this would be a long and expensive process. So far, our expenses have been manageable. We’re fine eating them. We don’t need to recover expenses from the company if you’re ready to settle now. We may seek to recover expenses if this continues for months.” (emphasis added) At the initiation of this matter, FC was not aware that the approval of two-thirds of the stockholder vote was required for certain of FC’s proposals to pass, as is required by Nevada law – the governing law for Parks! America and all corporations incorporated in the impossibility that FC could achieve such two-thirds vote at the Company’s Special Meeting held in February. The Company will now face a second costly and distracting campaign brought by FC at the upcoming Annual Meeting, and FC has, once again, extended the length of this matter by failing to engage in reasonable conversations or negotiations with the Company. Management and the Board of Directors have approached FC on a number of occasions to come to an amicable and reasonable agreement that provides FC with board representation commensurate with FC’s ownership of the outstanding shares of the Company, while still protecting the interests of all stockholders. FC has rebuffed the Company’s proposals at every turn. Once again, it appears that FC will settle for nothing less than full control of the Company. FC’s refusal to engage with the Board of Directors to avoid a proxy fight suggests that FC is motivated by only its own self-serving agenda. FC appears to have one final hope for recovering its

View Full Filing

View this DEFA14A filing on SEC EDGAR