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PROXY STATEMENT
OF
THE GRAHAM NOMINEES
------------------
SPECIAL MEETING OF SHAREHOLDERS
OF
GEOGRAPHICS, INC.
APRIL 16, 1999
PLEASE SIGN, DATE AND RETURN THE ENCLOSED BLUE PROXY CARD
This proxy statement (the "Proxy Statement") and the enclosed BLUE
proxy card are being furnished to holders of the Common Stock, no par value per
share (the "Shares"), of Geographics, Inc., a Wyoming corporation (the "Company"
or "Geographics"), by William T. Graham, James L. Dorman and C. Joseph Barnette
(collectively, the "Graham Nominees"), in connection with the solicitation of
proxies from the Company's shareholders to be used at a special meeting of
shareholders of the Company to be held on April 16, 1999, including any
adjournments or postponements, continuations or rescheduling thereof (the
"Special Meeting"), to take the following actions: (i) remove all members of the
Board of Directors of the Company (the "Board") (and any person or persons
elected or designated prior to the Special Meeting to fill any vacancy or newly
created directorship); (ii) set the number of members on the Board ("Directors")
at three; (iii) elect the Graham Nominees to the Board; and (iv) authorize the
reimbursement of reasonable expenses incurred by the Graham Nominees in this
proxy solicitation (items (i)-(iv) are collectively referred to as the
"Proposals"). The Special Meeting will be held at 10:00 a.m., Cheyenne, Wyoming
time, 1912 Capital Avenue, American National Bank Building, Cheyenne, Wyoming
82001. This Proxy Statement and the BLUE proxy card are first being furnished to
the Company's shareholders on or about March 29, 1999.
YOUR VOTE IS IMPORTANT! A VOTE FOR OUR NOMINEES IS A VOTE FOR CHANGE.
OUR NOMINEES ARE COMMITTED TO DELIVERING SHAREHOLDER VALUE BY PROVIDING THE
COMPANY WITH PROVEN INDUSTRY EXPERIENCE AND EXPERTISE, STRATEGIC VISION AND
ACCOUNTABILITY TO SHAREHOLDERS. WE URGE YOU TO JOIN US IN VOTING FOR THE
PROPOSALS.
Mr. Graham is currently the Chairman of the Board of Geographics and
the owner of 320,000 Shares. Messrs. Graham and Barnette were appointed to fill
a vacancy on the Board in November, 1998 by Richard C. Gockelman, the Company's
President and Chief Executive Officer. Mr. Graham believes that the most
significant issues facing the Company: (i) strengthening the relationships with
the Company's most significant customers, including Office Depot and Staples of
Canada; (ii) solving the Company's financial difficulties; and (iii) providing
accountability to shareholders. The Graham Nominees believe that experienced
leadership is necessary to solidify and improve Geographics' relationships with
major customers, provide the Company with equity capital and to provide value to
shareholders. As a result, Messrs. Graham and Barnette, together with John F.
Kuypers, an existing Director, have called the Special Meeting to elect new
Directors. The record date for determining shareholders entitled to notice of
and to vote at the Special Meeting is March 8, 1999 (the "Record Date").
Shareholders of record at the close of business on the Record Date will be
entitled to one vote at the Special Meeting for each Share held by them on the
Record Date. William T. Graham beneficially owns 320,000 Shares, which
represents approximately 3.2% of the outstanding Shares (based on information
publicly disclosed by the
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Company), and intends to vote such Shares FOR the Proposals. Messrs. Dorman and
Barnette do not currently own any Shares.
THIS SOLICITATION IS BEING MADE BY THE GRAHAM NOMINEES AND NOT ON
BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
PROPOSALS
The Graham Nominees are soliciting proxies in support of the following
proposals to be considered and voted upon at the Special Meeting:
1. To remove all of the current members of the Company's Board of
Directors and any person or persons elected or designated by
the Board to fill any vacancy or newly created directorship
("Proposal No. 1");
2. To establish the number of Directors at three ("Proposal No. 2");
3. To elect to the Board the following nominees: William T.
Graham, James L. Dorman and C. Joseph Barnette ("Proposal No.
3"); and
4. To authorize the reimbursement of reasonable expenses incurred
by the Graham Nominees in connection with this proxy
solicitation ("Proposal No. 4").
Proposal No. 1, Proposal No. 2, and Proposal No. 3 are each subject to,
and conditioned upon, the adoption of the other two proposals. The Graham
Nominees are not aware of any other proposals to be brought before the Special
Meeting. However, should other proposals be brought before the Special Meeting,
the persons named as proxies on the enclosed BLUE proxy card will vote on such
matters in their discretion.
YOUR VOTE IS IMPORTANT! A VOTE FOR OUR NOMINEES IS A VOTE FOR CHANGE.
OUR NOMINEES ARE COMMITTED TO DELIVERING SHAREHOLDER VALUE BY PROVIDING THE
COMPANY WITH PROVEN INDUSTRY EXPERIENCE AND EXPERTISE, STRATEGIC VISION AND
ACCOUNTABILITY TO SHAREHOLDERS. WE URGE YOU TO JOIN US IN VOTING FOR THE
PROPOSALS.
NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN, WE URGE YOU TO PROMPTLY
SIGN, DATE AND MAIL (OR FAX BOTH SIDES OF) THE ENCLOSED BLUE PROXY CARD TO VOTE
FOR THE PROPOSALS.
IMPORTANT NOTE: It is critical that you promptly sign, date and mail
the enclosed BLUE proxy card to Mr. Graham in care of the address set forth on
the last page of this Proxy Statement. For your convenience, we have included a
postage paid envelope. Alternatively, you may contact the person responsible for
your account and give instructions to sign, date and mail the BLUE proxy card
representing your Shares. The Graham Nominees urge you to confirm in writing
your instructions to the person responsible for your account and to provide a
copy of those instructions to Mr. Graham in care of at the address set forth on
the last page of this Proxy Statement.
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WHY YOU SHOULD VOTE FOR THE PROPOSALS
YOUR VOTE IS IMPORTANT! A VOTE FOR OUR NOMINEES IS A VOTE FOR CHANGE.
OUR NOMINEES ARE COMMITTED TO DELIVERING SHAREHOLDER VALUE BY PROVIDING THE
COMPANY WITH PROVEN INDUSTRY EXPERTISE AND EXPERIENCE, STRATEGIC VISION AND
ACCOUNTABILITY TO SHAREHOLDERS. WE URGE YOU TO JOIN US IN VOTING FOR THE
PROPOSALS.
The Graham Nominees believe that the election of the Graham Nominees to
the Board is in the best interests of the Company and its shareholders and is
necessary to save the Company from business failure, enhance the Company's
long-term growth prospects and maximize shareholder value. This process involves
four steps: (i) removing current Directors; (ii) establishing the number of
Directors at three; (iii) electing the Graham Nominees; and (iv) authorizing the
reimbursement of reasonable expenses incurred by the Graham Nominees in
connection with this proxy solicitation. The Company's Bylaws provide that
Directors shall be elected annually and shall serve until their successors have
been elected and qualified.
REMOVAL OF CURRENT DIRECTORS
(PROPOSAL NO. 1)
The Company currently has six Directors: William T. Graham, Richard C.
Gockelman, C. Joseph Barnette, John F. Kuypers, David C. Lentz and William S.
Hanneman. The terms of all Directors expire at the next annual meeting of the
shareholders. The Company has not held a meeting of shareholders in over two
years. Since that time, there have been numerous Board resignations and their
replacements have been made by other Directors, not the shareholders. The Graham
Nominees believe that the most effective method of electing a Board accountable
to shareholders is to remove the current Directors (including Messrs. Graham and
Barnette) and any person or persons designated by the Board to fill any vacancy
or newly created directorship. This procedure would provide greater
accountability to the Company's shareholders since the new Board (including
Messrs. Graham and Barnette) would be elected by the shareholders, rather than
being nominated by other Directors to fill vacancies on the Board, as has been
the Company's recent past practice. Pursuant to the Wyoming Business Corporation
Act and the Company's Bylaws, shareholders may remove Directors, with or without
cause, at a special meeting called for the purpose of removing Directors.
Moreover, the Graham Nominees believe that a Board directly elected by the
shareholders is better positioned to address the serious business and financial
challenges that the Graham Nominees believe are facing the Company.
- Forbearance Agreement. Based upon the Company's filings with the
Securities and Exchange Commission (the "Commission"), the Company is having
financial difficulties. The Company's most recently filed Quarterly Report on
Form 10-Q for the quarter ended December 31, 1998 (the "Most Recent 10-Q")
indicated that the Company is in default under its working capital facilities
and operates under a restrictive forbearance agreement. The Graham Nominees
believe that the Company needs someone with significant financing experience,
such as Mr. Dorman, to lead the Company through its financial difficulties.
- Lack of Accountability to Shareholders. The Company has not held a
shareholder meeting to elect directors in over two years. In an effort to force
the Company to be more accountable to its shareholders, Mr. Graham has
repeatedly requested that the Company call a meeting of shareholders to elect
new Directors. See "Background of Proxy Solicitation." After almost seven months
of requesting a shareholders meeting, Messrs. Graham and Barnette, together with
one other Director, have used their
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authority as Directors to call a shareholders meeting to provide shareholders
with the right to determine who will lead the Company during this critical
period.
Proposal No. 1 is subject to, and conditioned upon, the adoption of
Proposal No. 2 and Proposal No. 3.
THE GRAHAM NOMINEES RECOMMEND A VOTE "FOR"
REMOVING THE EXISTING DIRECTORS.
ESTABLISH NUMBER OF DIRECTORS
(PROPOSAL NO. 2)
Pursuant to the Wyoming Business Corporation Act and the Company's
Bylaws, the number of Directors is determined by a majority vote at a meeting in
which a quorum is present of the shareholders. There are currently six
Directors: Mr. Gockelman, Mr. Graham, Mr. Barnette, John F. Kuypers, David C.
Lentz and William S. Hanneman. Due to the problems facing the Company,
especially improving its customer relationships and solving its financial
difficulties, the Graham Nominees believe that the new Directors should be able
and willing to devote significant time to overseeing Geographics' turnaround. In
order to provide the Company with a cohesive set of Directors with significant
industry experience, and who are able and willing to devote significant
resources and time to improving Geographics' business, the Graham Nominees
believe it is advisable to reduce the number of Directors to three.
Proposal No. 2 is subject to, and conditioned upon, the adoption of
Proposal No. 1 and Proposal No. 3.
THE GRAHAM NOMINEES RECOMMEND A VOTE "FOR"
ESTABLISHING THE NUMBER OF DIRECTORS AT THREE.
ELECTION OF GRAHAM NOMINEES
(PROPOSAL NO. 3)
The Graham Nominees believe they would bring the following attributes
to the Company:
- Proven Industry Experience and Expertise. The Graham Nominees are
very enthusiastic about the potential of Geographics as a business. This
enthusiasm is based upon the Graham Nominees' belief in the Company's broad
customer base, the amount of shelf space in the superstores such as Office Depot
and its presence with mass market customers such as Wal Mart. The Graham
Nominees also believe that there are significant growth opportunities in the
office products industry. Yet the Graham Nominees believe that the Company is
missing one element that is essential for real growth: strategic leadership. The
Graham Nominees intend to bring this to the Company. Collectively, the Graham
Nominees have over 95 years' experience in the office products industry. This
experience has allowed the Graham Nominees to develop extensive contacts in the
industry, including with Office Depot, OfficeMax and Staples of Canada, which,
according to information supplied by the Company, collectively accounted for 55%
of the Company's sales for the fiscal year ended March 31, 1998. Mr. Graham was
initial advisor to, and early investor in, Office Depot and OfficeMax well
before they became public companies. If the Graham Nominees are elected, the
Graham Nominees currently intend to implement a reorganization pursuant to which
Mr. Dorman would be appointed the Company's Chairman of the Board and its Chief
Executive Officer. The Company's President would report to Mr. Dorman. If the
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Graham Nominees are elected, they currently intend on conducting a comprehensive
performance review of each of the Company's senior executives.
- Strengthen Relationship With Significant Customers. The Graham
Nominees believe that Geographics' ultimate success or failure as a business
will depend on its performance in its marketplace and with its customers. The
Graham Nominees believe that Geographics must develop innovative, new products,
effectively support its existing and new products, and effectively exploit its
valuable shelf space opportunities with strategic customers like Office Depot
and Staples of Canada. The Graham Nominees believe that they will be able to
utilize their industry contacts to strengthen Geographics' relationships with
key customers. In furtherance of this goal, the Graham Nominees intend to
conduct a comprehensive review of Geographics' relationships with its
significant customers. The Graham Nominees believe they will be successful in
leveraging the Company's strategic opportunities since the Graham Nominees have
over 95 years of collective experience in the office products industry and have
very strong relationships with Office Depot, OfficeMax and Staples of Canada.
Companies that have been run by Mr. Graham and Mr. Dorman have won "Vendor of
the Year" awards from Office Depot. In addition, Mr. Graham and Mr. Dorman have
maintained personal relationships with Office Depot and other significant
customers of the Company.
- Strategic Visions and Resources. If the Proposals are approved by the
shareholders and the Graham Nominees are elected to the Board, they intend to
begin considering ways to solve the Company's financial difficulties. The Graham
Nominees currently intend to engage Culverwell & Co, Inc. as financial advisors
to assist the Company in maximizing shareholder value. (Culverwell & Co., Inc.
is also serving as proxy solicitor and advisor to the Graham Nominees, as set
forth under "Solicitation of Proxies," which may result in a conflict of
interest.) The Graham Nominees believe that the most critical short-term need of
the Company is to seek additional equity and reduce bank debt. The Graham
Nominees believe that this will allow the Company to meet its working capital
obligations and provide a solid base for future growth of the Company, without
the threat of imminent bank foreclosure. One recapitalization plan being
considered by the Graham Nominees is to adopt a rights offering pursuant to
which each shareholder would be entitled to make an additional pro rata equity
investment in Geographics. This would provide the Company with equity capital
and yet would have no dilutive effect on those shareholders wishing to
participate. If the Graham Nominees are elected, Messrs. Graham and Dorman and
their affiliates currently intend to invest up to $3,000,000 of their own money
in the Company, subject to their due diligence and the adoption of a
recapitalization plan acceptable to shareholders. However, no assurances can be
given that the Graham Nominees will be successful in obtaining additional
financing for the Company.
- Accountability to Shareholders. The Graham Nominees are committed to
acting in the interests of all shareholders. The Graham Nominees intend to
communicate regularly with the shareholders and seek their input on significant
business decisions, including the recapitalization of the Company, the
appointment and retention of key personnel and the pursuit of strategic
opportunities to enhance shareholder value. No assurance can be given that the
Graham Nominees will be able to implement any of the plans set forth in this
Proxy Statement or produce favorable financial results. Any actions undertaken,
however, will be with a view toward enhancing the value of the Company for all
shareholders.
Proposal No. 3 is subject to, and conditioned upon, the adoption of
Proposal No. 1 and Proposal No. 2.
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THE GRAHAM NOMINEES RECOMMEND A VOTE "FOR"
THE ELECTION OF THE GRAHAM NOMINEES
AUTHORIZING REIMBURSEMENT OF REASONABLE EXPENSES
(PROPOSAL NO. 4)
Companies are permitted to use corporate funds to be used for expenses
incurred by management in soliciting proxies. Similarly, most jurisdictions
permit corporate funds to be used for the reimbursement of reasonable expenses
incurred by persons who are successful in a proxy contest. One of the policy
reasons behind these decisions is that since all shareholders benefit from a
proxy solicitation, all shareholders, not just a small group, should bear the
costs of a proxy solicitation. As a result of the Company's delay in holding a
meeting of shareholders to elect Directors, Mr. Graham and the other Graham
Nominees have incurred significant expenses on behalf of all shareholders in
obtaining the Special Meeting. The Graham Nominees are seeking authorization
from shareholders to use corporate funds to reimburse the Graham Nominees for
reasonable expenses incurred in connection with this proxy solicitation. The
Board would have to approve any such reimbursement.
Although the issue has never been decided under Wyoming law, the Graham
nominees do not believe that shareholder approval is necessary for the Company
to reimburse the Graham Nominees for their reasonable expenses that were
incurred in connection with this proxy solicitation. The Graham Nominees believe
that Wyoming law only requires approval by the Board of such reimbursement.
However, consistent with their stated goal of improving shareholder
communication, the Graham Nominees are putting this matter to a vote of the
shareholders. If the shareholders do not vote in favor of this Proposal, and if
the Graham Nominees are elected to the Board, the Graham Nominees reserve the
right, under Wyoming law, to authorize the reimbursement of expenses if, in
their independent business judgment, their proxy solicitation expenses were
reasonable and were incurred in the best interests of the Company and its
shareholders.
THE GRAHAM NOMINEES RECOMMEND A VOTE "FOR"
AUTHORIZING REIMBURSEMENT OF REASONABLE EXPENSES.
YOUR VOTE IS IMPORTANT! A VOTE FOR OUR NOMINEES IS A VOTE FOR CHANGE.
OUR NOMINEES ARE COMMITTED TO DELIVERING SHAREHOLDER VALUE BY PROVIDING THE
COMPANY WITH PROVEN INDUSTRY EXPERIENCE AND EXPERTISE, STRATEGIC VISION AND
ACCOUNTABILITY TO SHAREHOLDERS. WE URGE YOU TO JOIN US IN VOTING FOR THE
PROPOSALS.
BUSINESS EXPERIENCE OF WILLIAM T. GRAHAM
If the Graham Nominees are elected, Mr. Graham currently intends to be
a Director of the Company. Mr. Graham has a long and successful history in the
manufacturing and marketing of office products that dates back to 1949 when he
founded W.T. Rogers, Inc. ("W.T. Rogers"). Under Mr. Graham's leadership, W.T.
Rogers became a leading manufacturer and supplier of office products to mass
market retailers and office superstores. In 1990, the year before W.T. Rogers
was merged with a wholly-owned subsidiary of Newell, Inc., its sales had reached
approximately $45,000,000 annually.
In 1987, Mr. Graham co-founded Uniek, Inc. ("Uniek"), which is engaged
in the business of crafts, photo frames and photo albums that are distributed to
the mass market and office superstores.
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Uniek introduced an office products line in 1997. For the year ended December
31, 1997, Uniek had sales of over $21,000,000. Mr. Graham sold his interest in
Uniek in July 1998.
While at W.T. Rogers, Uniek and other companies, Mr. Graham has
developed extensive contacts with others in the office products industry. For
example, Mr. Graham has advised, invested and developed strong relationships
with Office Depot, OfficeMax and Staples of Canada.
In recognition of his outstanding business and civic achievements, Mr.
Graham has received the following awards: Beta Gamma Sigma Distinguished
Business Executive; Supporter of Entrepreneurship of the Year Award - Ernst &
Young; Annual Entrepreneur of the Year Award - Greater Madison Chamber of
Commerce; Outstanding Philanthropist - National Society of Fundraising
Executives; Madison Community Foundation Asset Builders Leadership Award; and
National Award for Ag Excellence.
BUSINESS EXPERIENCE OF JAMES L. DORMAN
If the Graham Nominees are successful, Mr. Dorman currently intends to
become Chairman of the Board of Geographics. Mr. Dorman is a past and present
chief executive officer of successful office supply companies. Mr. Dorman has
extensive business experience turning around troubled companies.
Mr. Dorman's career began in 1960 when he joined the international
accounting and auditing firm of Arthur Andersen & Co., in Chicago, Illinois
where he was an Audit Manager.
In 1966, Mr. Dorman joined Foote, Cone & Belding, Inc., an
international advertising agency, listed on the New York Stock Exchange, which
then had over $275,000,000 in revenues, six offices in the United States and
thirteen offices outside the United States.
In September, 1968, Mr. Dorman joined U.I.P. Corporation ("U.I.P."), a
diversified financial company listed on the American Stock Exchange whose
mortgage banking subsidiary had a portfolio of over $700,000,000, as a Director
and Vice President. In July, 1971, he was elected President and Chief Operating
Officer of U.I.P., and continued as a member of the Board of Directors. When Mr.
Dorman joined U.I.P., U.I.P. had a net worth of approximately $500,000 and
indebtedness of approximately $32,000,000. Over a six-year period, Mr. Dorman
implemented a restructuring and recapitalization plan that resulted in U.I.P.
having a net worth of approximately $10,000,000 and indebtedness of
approximately $3,000,000 on December 31, 1974.
In 1974, Mr. Dorman joined Super Steel Products Corporation as one of
the principals and Vice President of Finance. Mr. Dorman left Super Steel
Products in 1977 to acquire The Kempsmith Machine Company ("Kempsmith"), a
manufacturer of precision machinery. Between 1977 and 1984, Kempsmith's sales
and profits increased tenfold. Mr. Dorman operated Kempsmith as President and
Chief Executive Officer until 1984 when he sold his interest in Kempsmith.
In 1978, along with two partners, Mr. Dorman acquired control of Hough
Manufacturing Inc. ("Hough"). He was Chairman and CEO of Hough until he sold his
interest in 1982.
In January, 1985, Mr. Dorman became Chief Operating Officer of Koss
Corporation ("Koss"), one of the nations leading manufacturers of stereophones
with the express purpose of guiding it through Chapter 11 proceedings. This was
completed in December, 1985. For the year ended June 30, 1998, Koss had over
$40,000,000 in sales.
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In 1986, Mr. Dorman was elected President and Chief Executive Officer
of Cade Industries, Inc. ("Cade"), and Edac Technologies Corporation ("Edac").
Both companies were publicly traded over the counter and involved in computer
aided design, engineering and manufacturing for the aircraft, aerospace and
automotive industries. He left Cade and Edac in December, 1988.
In December, 1986, Mr. Dorman acquired Universal Statuary Corp., a
manufacturer and distributor of home decorating items. He was chairman and CEO
until he sold his interest in September, 1993.
In December, 1986, Mr. Dorman acquired, with a partner, S.J. Brown,
Inc. ("S.J. Brown"), a point of purchase display manufacturing company. Mr.
Dorman sold his interest in S.J. Brown in 1995.
In February, 1989, Mr. Dorman acquired Amalga Composites, Inc.
("Amalga"), which designs, engineers and manufactures composite component parts.
He is currently Chairman and Chief Executive Officer of Amalga.
In May, 1991, Mr. Dorman was elected President and Chief Executive
Officer of Success Business Industries, Inc. ("Success Business"), the
manufacturer of Success? calendars, diaries and other office products. For the
year ended January 31, 1991, Success Business had net losses of over $3,500,000.
During the years ended January 31, 1992, 1993 and 1994, Success Business had
operating income of approximately $1,700,000, $2,200,000 and $3,000,000,
respectively. During his tenure at Success Business, Mr. Dorman developed a
strong relationship with Office Depot. For the year ended January 31, 1994,
Success Business had over $17,000,000 in sales to Office Depot. Success Business
was sold to Cullman Ventures, Inc., in January, 1994.
Mr. Dorman is currently a stockholder, director and officer of Panint
Electric Limited of Hong Kong ("Panint Electric"), which has wholly owned
subsidiaries in China, the United States and the United Kingdom. Panint Electric
and its subsidiaries do contract development and manufacturing of retail
products for Regal Ware, Wagner and American Harvest, among others, and also
develops, manufactures and sells computer joy stocks sold through mass
merchandisers in the United States, Europe, Asia and Australia.
Mr. Dorman is also the controlling shareholder, Chairman and Chief
Executive Officer of Intercontinental Trading, Ltd.
BUSINESS EXPERIENCE OF C. JOSEPH BARNETTE
If the Graham Nominees are elected, Mr. Barnette currently intends to
be a Director of the Company. Mr. Barnette is the founder and President of Kent
Adhesive Products Company ("KAPCO"), a position he has held since 1974. KAPCO is
a manufacturer, converter and distributor of self-adhesive materials for the
office supply industry. In addition, KAPCO manufactures products for the graphic
identification market, libraries throughout the world and for industrial
applications. In 1998, KAPCO was named Business of the Year by the Kent Chamber
of Commerce. For the year ended December 31, 1998, KAPCO had over $20,000,000 in
sales.
Mr. Barnette is the holder of fourteen United States and foreign
patents and is a graduate of the Harvard Business School Owner/President
Management Program. In 1990, Mr. Barnette founded and became President of the
Computerized/Automated Sign-making Association, a trade association devoted
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to the resolution of legal disputes in the industry. Mr. Barnette previously
served on the Board of Directors of W.T. Rogers, Inc., Catholic Youth
Organization/Community Services, Kent State University Regional Business
Alliance and Kent Small Business Development Council. In 1993, Mr. Barnette was
named Business Person of the Year by the Kent Chamber of Commerce.
THE GRAHAM NOMINEES
The following table sets forth the name, present principal occupation,
business address and business experience for the past five years, and certain
other information, with respect to each of the Graham Nominees. This information
has been furnished to Mr. Graham by the respective Graham Nominees. Each of the
Graham Nominees has consented to serve as a Director and, if elected, would hold
office until the 1999 Annual Meeting of Shareholders of the Company and until
his successor has been elected and qualified or until earlier death, retirement,
resignation or removal.
<TABLE>
<CAPTION>
Name, Age and Business Address Principal Occupation or Employment During the Last Five Years
- ------------------------------ -------------------------------------------------------------
<S> <C>
William T. Graham, 74 Uniek, Inc. Mr. Graham was a shareholder, officer, director and
4918 Femrite Drive co-founder of Uniek, Inc. ("Uniek") from 1987 until July 1998. Uniek is
Madison, WI 53716 engaged in the business of crafts, photo frames and photo albums which are
distributed to the mass market and office superstores. Mr. Graham sold his
interest in Uniek in July, 1998.
Four Lakes Labeling Corp. Mr. Graham was a shareholder, officer and
director of Four Lakes Labeling, which is engaged in commercial labeling
products, from 1994 until 1997, when he sold his interest.
James L. Dorman, 66 Mr. Dorman is the Chairman and Chief Executive Officer of
Intercontinental Trading, Ltd. Intercontinental Trading, Ltd. ("Intercontinental Trading"), a position
10600 West Mitchell Street he has held since 1984. Intercontinental Trading specializes in
Milwaukee, WI 53214 assisting smaller companies with importing and exporting issues. In
addition, Mr. Dorman is the Chairman and Chief Executive Officer of Amalga
Composites, Inc. ("Amalga"), a position he has held since 1989. Amalga
designs, engineers and manufactures composite component parts. Mr. Dorman
is also a stockholder, director and officer of Panint Electric Limited of
Hong Kong, a developer and manufacturer of consumer home products.
C. Joseph Barnette, 57 Mr. Barnette is the Co-Founder and President of Kent Adhesive
Kent Adhesives Products Company Products Company ("KAPCO"), a privately held adhesive products company, a
1000 Cherry Street position he has held since KAPCO's beginning in 1972.
Kent, OH 44240-7520
</TABLE>
The Graham Nominees will not receive any compensation from Mr. Graham
for their services as Directors of the Company. Each of the Graham Nominees has
executed a written consent agreeing to be a Graham Nominee for election as a
Director of the Company and to serve as a Director if so
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elected. Within the past ten years, none of the Graham Nominees has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
According to the Company's public filings, if elected as Directors of
the Company, the Graham Nominees who are not employees of the Company, would
receive $500 per month, plus $750 for each meeting attended. In addition,
Directors are entitled to reimbursement from the Company for reasonable travel
and other out-of-pocket expenses incurred in connection with attendance at Board
of Directors meetings. The Graham Nominees, if elected, will be indemnified by
the Company for service as a Director of the Company to the extent
indemnification is provided to Directors of the Company under the Bylaws. In
addition, the Graham Nominees intend to purchase new officer and director
liability insurance for the Graham Nominees and seek reimbursement from the
Company for such expenses.
None of the Graham Nominees is adverse to the Company or any of its
subsidiaries in any material pending legal proceedings.
Mr. Graham does not expect that any of the Graham Nominees will be
unable to stand for election, but, in the event that any vacancy in the Graham
Nominees should occur, the Shares represented by the enclosed BLUE proxy card
will be voted in each such case for a substitute nominee selected by Mr. Graham.
In addition, Mr. Graham reserves the right to nominate substitute or additional
persons if the Company makes or announces any changes to its Bylaws or takes or
announces any other action that has, or if consummated would have, the effect of
disqualifying any or all of the Graham Nominees. In any such case, Shares
represented by the enclosed BLUE proxy card will be voted for all such
substitute or additional nominees selected by Mr. Graham.
In accordance with applicable regulations of the Commission, the BLUE
proxy card affords each shareholder the opportunity to designate the names of
any of the Graham Nominees whom he or she does not desire to elect to the Board.
Notwithstanding the foregoing, the Graham Nominees urge shareholders to vote FOR
all of the Graham Nominees on the enclosed BLUE proxy card. The persons named as
proxies in the enclosed BLUE proxy card will vote, in their discretion, for each
of the Graham Nominees who is nominated for election and for whom authority has
not been withheld.
YOU ARE URGED TO VOTE FOR THE ELECTION OF THE GRAHAM NOMINEES ON THE
ENCLOSED BLUE PROXY CARD.
BACKGROUND OF PROXY SOLICITATION
In 1997, Ronald S. Deans, the Company's then Chief Executive Officer,
approached Mr. Graham, who was then a shareholder of Geographics, regarding Mr.
Graham making an investment in Geographics. In August 1997, Mr. Deans suggested
that Mr. Graham consider making a $3,000,000 secured subordinated loan
containing warrant or other equity conversion privileges to the Company. Mr.
Graham conducted preliminary due diligence but declined to pursue the Company's
proposal.
In early 1998, Mr. Deans again contacted Mr. Graham about the
possibility of Mr. Graham making an investment in Geographics. In July, 1998,
Mr. Graham met with Mr. Deans and Richard C. Gockelman, the Company's newly
appointed Chief Executive Officer, to discuss Mr. Graham making an investment in
the Company. On July 31, 1998, Mr. Graham proposed making an investment between
$2,000,000 and $3,000,000 in the Company, subject to certain conditions,
including due diligence by Mr. Graham. Mr. Gockelman rejected Mr. Graham's offer
on August 7, 1998.
-10-
<PAGE> 11
On November 20, 1998, after repeated requests for a shareholders
meeting, shareholders representing over 39% of the outstanding Shares (the
"Requesting Shareholders"), including Mr. Graham, delivered a notice (the
"Demand Notice") to the Company demanding a special meeting of shareholders for
the purpose of having a Board elected by the shareholders. (At the time, Mr.
Gockelman was serving as the President, Chief Executive Officer and sole
Director of Geographics.) On Tuesday, November 24, 1998, Mr. Gockelman, as sole
Director, appointed five new Directors to the Board, including Messrs. Graham
and Barnette, and agreed to hold a shareholders meeting on March 10, 1999. On
December 4, 1998, the Requesting Shareholders withdrew their demand for a
special meeting of shareholders.
During the next several months, Mr. Graham became frustrated at the
lack of accountability to shareholders, especially when the Company decided to
postpone the meeting of shareholders that was scheduled to be held on March 10,
1999. At a Board meeting held on February 2, 1999, the Directors voted 4-1 (with
Mr. Barnette voting in favor, Mr. Graham voting against and Mr. Kuypers not
present) to postpone the meeting of the shareholders until May 18, 1999. One of
the stated reasons for the postponement was to allow the Company sufficient time
to complete its financial audit and distribute its annual report to
shareholders. Mr. Graham believed that forty-seven days was not a sufficient
amount of time to complete an audit, prepare applicable disclosure documents and
distribute these materials to shareholders, and that the meeting would be
delayed until at least August 1999. (The Graham Nominees note that the Company's
Most Recent 10-Q indicates that the Company tentatively plans to hold an annual
shareholders meeting during the fiscal quarter ended September 30, 1999). Mr.
Graham believed that this length of time was too long considering the challenges
faced by the Company and the fact that the last annual meeting of shareholders
was held in August 1996. On March 3, 1999, Messrs. Graham, Barnette and Kuypers
decided to exercise their authority as Directors and call a special meeting of
shareholders and the Graham Nominees subsequently decided to conduct this proxy
solicitation.
YOUR VOTE IS IMPORTANT! A VOTE FOR OUR NOMINEES IS A VOTE FOR CHANGE.
OUR NOMINEES ARE COMMITTED TO DELIVERING SHAREHOLDER VALUE BY PROVIDING THE
COMPANY WITH PROVEN INDUSTRY EXPERIENCE AND EXPERTISE, STRATEGIC VISION AND
RESOURCES AND ACCOUNTABILITY TO SHAREHOLDERS. WE URGE YOU TO JOIN US IN VOTING
FOR THE PROPOSALS.
VOTING AND PROXY PROCEDURES
Only shareholders of record on the Record Date will be entitled to
notice of and to vote at the Special Meeting. Each Share is entitled to one vote
upon each matter presented at the Special Meeting. Shareholders who sell Shares
before the Record Date (or acquire them without voting rights after the Record
Date) may not vote such Shares. Shareholders of record on the Record Date will
retain their voting rights in connection with the Special Meeting even if they
sell such Shares after the Record Date. Pursuant to Article I, Section 6 of the
Bylaws, the holders of a majority of the Shares entitled to vote constitutes a
quorum for the transaction of any business at the Special Meeting. Based on
publicly available information, the Graham Nominees believe that the only
outstanding class of securities of the Company entitled to vote at the Special
Meeting are the Shares. According to publicly available information, as of
December 31, 1998, there were 9,857,252 Shares issued and outstanding.
Shares represented by properly executed BLUE proxy cards will be voted
at the Special Meeting as marked and, in the absence of specific instructions,
will be voted FOR the removal of current members of the Board, FOR establishing
the number of Directors at three, FOR the election of Graham Nominees to the
Board, FOR the authorization of the reimbursement of reasonable expenses
incurred by the Graham
-11-
<PAGE> 12
Nominees in connection with this proxy solicitation and in the discretion of the
persons named as proxies on all other matters as may properly come before the
Special Meeting. Pursuant to Article II, Section 5 of the Bylaws, any or all of
the Directors may be removed from the Board at any time, with or without cause,
if the number of votes cast to remove the Directors exceeds the number of votes
cast not to remove the Directors. Approving the establishment of the number of
Directors at three and authorizing the reimbursement of the Graham Nominees'
expenses shall be approved if the votes cast in favor of these Proposals exceed
the votes against these Proposals. Election of the Graham Nominees requires the
affirmative vote of a plurality of the Shares represented and entitled to vote
at the Special Meeting. "Plurality" means that the three individuals who receive
the largest number of votes of the Shares entitled to vote at the Special
Meeting shall be elected as Directors. Abstentions and broker non-votes will
each be included in determining the number of Shares present for purposes of
determining the presence of a quorum but will not affect the vote on any of the
Proposals. Proposal No. 1, Proposal No. 2 and Proposal No. 3 are each subject
to, and conditioned upon, the adoption of the other two proposals.
Shareholders of the Company may revoke their proxies at any time prior
to its exercise by attending the Special Meeting and voting in person (although
attendance at the Special Meeting will not in and of itself constitute
revocation of a proxy) or by delivering a written notice or revocation. The
delivery of a subsequently dated proxy which is properly completed will
constitute a revocation of any earlier proxy. The revocation may be delivered
either to the attention of Mr. Graham in care of the address set forth on the
last page of this Proxy Statement, or to the Company at 1555 Odell Road, Blaine,
Washington 98231 or any other address provided by the Company. Although a
revocation is effective if delivered to the Company, MR. GRAHAM REQUESTS THAT
EITHER THE ORIGINAL OR PHOTOSTATIC COPIES OF ALL REVOCATIONS BY MAILED TO MR.
GRAHAM IN CARE OF THE ADDRESS SET FORTH ON THE LAST PAGE OF THIS PROXY STATEMENT
SO THAT MR. GRAHAM WILL BE AWARE OF ALL REVOCATIONS AND CAN MORE ACCURATELY
DETERMINE IF AND WHEN PROXIES HAVE BEEN RECEIVED FROM THE HOLDERS OF RECORD ON
THE RECORD DATE OF A MAJORITY OF THE OUTSTANDING SHARES.
IF YOU WISH TO VOTE FOR THE REMOVAL OF THE CURRENT MEMBERS OF THE
BOARD, FOR ESTABLISHING THE NUMBER OF DIRECTORS AT THREE, FOR THE ELECTION OF
THE GRAHAM NOMINEES TO THE BOARD AND FOR THE AUTHORIZATION OF REIMBURSEMENT OF
REASONABLE EXPENSES, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE
PROXY CARD TO MR. GRAHAM IN CARE OF THE ADDRESS SET FORTH ON THE LAST PAGE OF
THIS PROXY STATEMENT. FOR YOUR CONVENIENCE, WE HAVE INCLUDED A POSTAGE-PAID
ENVELOPE. REGISTERED HOLDERS MAY FAX BOTH SIDES OF THE ENCLOSED BLUE PROXY CARD
TO MR. GRAHAM IN CARE OF THE NUMBER SET FORTH ON THE LAST PAGE OF THIS PROXY
STATEMENT.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to his Proxy Statement is being
made by the Graham Nominees. Proxies may be solicited by mail, facsimile,
telephone, telegraph, in person and by advertisement. Solicitations may be made
by certain employees of the Graham Nominees and their affiliates, none of whom
will receive additional compensation for such solicitation.
The Graham Nominees have retained Culverwell & Co., Inc., for
solicitation and advisory services in connection with this solicitation, for
which Culverwell & Co., Inc., will receive a fee of $35,000, together with
reimbursements for its reasonable out-of-pocket expenses, including certain
-12-
<PAGE> 13
liabilities under the federal securities laws. The Graham Nominees' obligation
to pay the fees of Culverwell & Co., Inc. is contingent upon the Graham Nominees
being elected to the Board. Culverwell & Co., Inc. will solicit proxies from
individuals, brokers, banks, bank nominees and other institutional holders. The
Graham Nominees have required banks, brokerage houses and other custodians,
nominees and fiduciaries to forward all solicitation materials to the beneficial
owners of the Shares they hold of record. The Graham Nominees will reimburse
these record holders for their reasonably out-of-pocket expenses in so doing.
Culverwell & Co., Inc., anticipates that it will employ approximately five
persons to solicit the Company's shareholders for the Special Meeting. If the
Proposals are approved by the shareholders and the Graham Nominees are elected
to the Board, the Graham Nominees currently intend to engage Culverwell & Co.,
Inc. as financial advisors to assist the Company in seeking ways to maximize
shareholder value, including raising additional equity and reducing debt.
In addition, the Graham Nominees have retained Automatic Data
Processing, Inc. ("ADP") and IICC for solicitation services in connection with
this solicitation, for which ADP and IICC will receive approximately $1,500 and
$250, respectively, together with reimbursements for their reasonable
out-of-pocket expenses.
The entire expense of soliciting proxies is being borne by the Graham
Nominees. The Graham Nominees intend to seek reimbursement of the costs of this
solicitation from the Company only to the extent permitted by law. If the
shareholders authorize the reimbursement of the Graham Nominees' expenses, such
reimbursement would need to be approved by the Board. Costs of this solicitation
of proxies are currently estimated to be approximately $225,000. The Graham
Nominees estimate that through the date hereof, their expenses in connection
with the solicitation are approximately $140,000.
CERTAIN TRANSACTIONS BETWEEN
WILLIAM T. GRAHAM AND THE COMPANY
Except as set forth in this Proxy Statement (including the Schedules
hereto), none of the Graham Nominees nor any of their respective associates: (i)
directly or indirectly beneficially owns any Shares or any securities of the
Company; (ii) has had any relationship with the Company in any capacity other
than as a shareholder, or is or has been a party to any transactions, or series
of similar transactions, since April 1, 1997 with respect to any Shares of the
Company; or (iii) knows of any transactions since April 1, 1997, currently
proposed transaction or series of similar transactions, to which the Company or
any of its subsidiaries was or is to be a party, in which the amounts involved
exceeds $60,000 and in which any of them or their respective affiliates had, or
will have, a direct or indirect material interest. In addition, other than as
set forth in this Proxy Statement (including the Schedules hereto), there are no
contracts, arrangements or understandings entered into by any of the Graham
Nominees or any of their respective associates within the past year with any
person with respect to any of the Company's securities, including, but not
limited to, joint ventures, loan or option agreements, puts or calls, guarantees
against loss or grantees of profit, division of losses or profits, or the giving
or withholding of proxies. In addition, other than as set forth in this Proxy
Statement (including the Schedules hereto), none of the Graham Nominees nor any
of their respective associates has engaged in contracts, negotiations or
transactions with the Company or its affiliates concerning a merger,
consolidation, acquisition, tender offer or other acquisition of securities,
election of Directors or a sale or other transfer of a material amount of
assets; or has had any other transaction with the Company or any of its
executive officers, Directors or affiliates that would require disclosure under
the rules and regulations of the Commission.
-13-
<PAGE> 14
Except as set forth in this Proxy Statement (including the Schedules
hereto), none of the Graham Nominees nor any of their respective associates has
entered into any agreement or understanding with any person with respect to (i)
any future employment by the Company or its affiliates or (ii) any future
transactions to which the Company or any of its affiliates will or may be a
party. However, the Graham Nominees have reviewed, and will continue to review,
on the basis of publicly available information, various possible business
strategies that they might consider in the event that the Graham Nominees are
elected to the Board. In addition, the Graham Nominees intend to conduct a
detailed review of the Company and its assets, financial projections, corporate
structure, dividend policy, capitalization, operations, properties, policies,
management and personnel and consider and determine what changes would be
desirable in light of the circumstances which then exist.
OTHER MATTERS AND ADDITIONAL INFORMATION
The Graham Nominees are unaware of any other matters to be considered
at the Special Meeting. However, the Graham Nominees have notified the Company
of their intention to bring before the Special Meeting such proposals as they
believe to be appropriate. Should other proposals be brought before the Special
Meeting, the persons named as proxies on the enclosed BLUE proxy card will vote
on such matters in their discretion.
Schedule III of this Proxy Statement sets forth certain information, as
made available in public documents, regarding Shares held by the Company's
significant shareholders. The information concerning the Company contained in
this Proxy Statement and the Schedules attached hereto has been taken from, or
is based upon, publicly available information.
Shareholders will have no appraisal or similar rights of dissenters
with respect to any of the proposals to be considered and voted upon at the
Special Meeting.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Proposals of the Company's shareholders that are intended to be
presented by such shareholders at the Company's 1999 Annual Meeting of
shareholders must be received by the company a reasonable time before the
Company begins to print and mail its proxy materials in order to be considered
for inclusion in the proxy statement and form of proxy relating to that meeting.
March 29, 1999 WILLIAM T. GRAHAM
JAMES L. DORMAN
C. JOSEPH BARNETTE
-14-
<PAGE> 15
SCHEDULE I
INFORMATION CONCERNING THE GRAHAM NOMINEES
Set forth in the tables below are the present principal occupation or
employment and the name, principal business and address of the Graham Nominees
and their respective business address and where employment is carried on for
certain employees and other representatives of the Graham Nominees who may also
solicit proxies from the shareholders of the Company. Each such person is a
citizen of the United States.
<TABLE>
<CAPTION>
Present Principal Occupation or Employment;
Name, Age and Business Address Material Positions Held During the Past Years
- ------------------------------ ---------------------------------------------
<S> <C>
William T. Graham, 74 Uniek, Inc. Mr. Graham was a shareholder, officer, director and
4918 Femrite Drive co-founder of Uniek, Inc. ("Uniek") from 1987 until July 1998. Uniek is
Madison, WI 53716 engaged in the business of crafts, photo frames and photo albums which are
distributed to the mass market and office superstores. Mr. Graham sold his
interest in Uniek in July, 1998.
Four Lakes Labeling Corp. Mr. Graham was a shareholder, officer and
director of Four Lakes Labeling which is engaged in commercial labeling
products from 1994 until 1997, when he sold his interest.
James L. Dorman, 66 Mr. Dorman is the Chairman and Chief Executive Officer of
Intercontinental Trading, Ltd. Intercontinental Trading, Ltd. ("Intercontinental Trading"), a position
10600 West Mitchell Street he has held since 1984. Intercontinental Trading specializes in
Milwaukee, WI 53214 assisting small companies with importing and exporting issues. In addition,
Mr. Dorman is the Chairman and Chief Executive Officer of Amalga
Composites, Inc. ("Amalga"), a position he has held since 1989. Amalga
designs, engineers and manufactures composite component parts. Mr. Dorman
is also a stockholder, director and officer of Panint Electric Limited of
Hong Kong, a developer and manufacturer of consumer home products.
C. Joseph Barnette, 57 Mr. Barnette is the Co-Founder and President of Kent Adhesive
Kent Adhesives Products Company Products Company ("KAPCO"), a privately held adhesive products company, a
1000 Cherry Street position he has held since KAPCO's beginning in 1972.
Kent, OH 44240-7520
</TABLE>
-15-
<PAGE> 16
SCHEDULE II
SHARES HELD BY THE GRAHAM NOMINEES
I. Transactions in Shares by Graham Nominees
William T. Graham is currently the beneficial owner of 320,000 Shares.
Based upon publicly available information, these Shares represent approximately
3.2% of the outstanding Shares. Such Shares held by Mr. Graham were purchased by
Mr. Graham for cash in open market transactions as follows:
<TABLE>
<CAPTION>
Transaction Date Shares Acquired Price Per Share (*)
---------------- --------------- -------------------
<S> <C> <C>
06/19/97 15,000 1.06250
06/19/97 15,000 1.03125
06/19/97 10,000 1.06250
06/19/97 10,000 1.03125
06/27/97 5,000 1.03125
06/27/97 20,000 1.03125
06/27/97 5,000 1.03125
06/30/97 20,000 1.03125
07/08/97 5,000 1.03125
07/08/97 5,000 1.03125
07/08/97 2,000 1.03125
07/08/97 1,000 1.03125
07/11/97 7,500 1.03125
07/15/97 10,000 1.03125
07/15/97 3,500 1.03125
07/16/97 1,000 1.03125
07/17/97 15,000 1.03125
07/18/97 10,000 1.00000
11/21/97 20,000 0.81250
11/21/97 20,000 0.81250
11/21/97 18,000 0.81250
11/21/97 11,500 0.84375
11/21/97 10,000 0.87500
11/21/97 5,000 0.78125
11/21/97 4,000 0.87500
11/21/97 2,000 0.78125
11/24/98 9,500 0.87500
04/08/98 10,000 0.34375
04/08/98 5,000 0.43750
04/09/98 5,000 0.50000
04/27/98 5,000 0.43750
05/07/98 5,000 0.46875
05/12/98 3,000 0.56250
05/12/98 3,000 0.55000
05/12/98 2,000 0.56250
05/12/98 2,000 0.56250
</TABLE>
-16-
<PAGE> 17
<TABLE>
<S> <C> <C>
07/10/98 5,000 0.43750
07/10/98 5,000 0.43750
07/10/98 5,000 0.43750
07/15/98 5,000 0.43750
</TABLE>
- ------------
(*) All prices are exclusive of commissions.
William T. Graham, James L. Dorman and C. Joseph Barnette have agreed
to serve as proxies on the BLUE proxy card for the Special Meeting.
Except as disclosed in this Schedule, none of the Graham Nominees owns
any securities of the Company or any subsidiary of the Company, beneficially or
of record, has purchased or sold any of such securities within the past two
years or was within the past year a party to any contract, arrangement or
understanding with any person with respect to any such securities.
To the knowledge of William T. Graham, other than as disclosed in this
Proxy Statement, none of Mr. Graham nor the Graham Nominees has any substantial
interest, direct or indirect, by security holdings or otherwise, in any matter
to be acted upon at the Special Meeting.
None of the Graham Nominees has, during the last ten years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
-17-
<PAGE> 18
SCHEDULE III
SHARE OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 8, 1999 (except as set
forth below), certain information with respect to the beneficial ownership of
Shares by each shareholder who is known to Mr. Graham to be the beneficial
owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), of more than 5% of the outstanding Shares. Mr.
Graham has no knowledge of the number of Shares owned by the other Directors or
the Company's executive officers, since the Company is delinquent in making
filings under the Exchange Act.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Outstanding Shares
<S> <C> <C>
Dean Family Limited Partnership(1) 1,225,537 12.5%
Fidel Garcia Carrancedo 1,001,968 10.2%
Wellington Management Company LLP(2) 780,000 7.9%
William T. Graham 320,000 3.2%
C. Joseph Barnette 0 0%
John F. Kuypers 0 0%
</TABLE>
- ------------
(1) These shares are held for the benefit of Ronald S. Deans, Mark G. Deans
and R. Scott Deans. Ronald Deans is the Company's former Chief
Executive Officer. Mark Deans and Scott Deans are former officers of
the Company.
(2) This information is based upon a report on Schedule 13G dated February
9, 1999 (the "Schedule 13G") filed by Wellington Management Company
LLP. Based upon the Schedule 13G, these Shares are held of record by
clients of Wellington Management Company LLP. Such clients have the
power to receive, or the power to direct the receipt of, dividends
from, or the proceeds from the sale of, such Shares. Based upon the
Schedule 13G, no client of Wellington Management Company LLP is known
to have such right or power with respect to more than 5% of the Shares.
-18-
<PAGE> 19
IMPORTANT
Tell your Board that you want to make your own choice. Tell them what you think!
Your vote is important. No matter how many Shares you own, please give the
Graham Nominees your proxy FOR the removal of the current members of the Board
and FOR the election of the Graham Nominees.
1. SIGNING the enclosed BLUE proxy card,
2. DATING the enclosed BLUE proxy card, and
3. MAILING the enclosed BLUE proxy card TODAY in the envelope
provided (no postage is required if mailed in the United
States) to Culverwell & Co., Inc. Registered holders may FAX
BOTH SIDES of the enclosed BLUE proxy card TODAY to Culverwell
& Co., Inc., at the number provided below.
PLEASE RETURN THE BLUE PROXY CARD IN THE ENVELOP PROVIDED OR CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE BLUE PROXY
CARD REPRESENTING YOUR SHARES. THE GRAHAM NOMINEES URGE YOU TO CONFIRM IN
WRITING YOUR INSTRUCTIONS TO CULVERWELL & CO., INC., AT THE ADDRESS PROVIDED
BELOW SO THAT THE GRAHAM NOMINEES WILL BE AWARE OF ALL INSTRUCTIONS GIVEN AND
CAN ATTEMPT TO ENSURE THAT SUCH INSTRUCTIONS ARE FOLLOWED.
If you have any questions or require any additional information concerning this
Proxy Statement, please contact Culverwell & Co., Inc., at the address set forth
below.
CULVERWELL & CO., INC.
3RD FLOOR
33RD BROAD STREET
BOSTON, MA 02109
800-442-8323
FAX: 617-227-8780
-19-
<PAGE> 20
[Alternate page for proxies beings solicited by Automatic Data Processing]
IMPORTANT
Tell your Board that you want to make your own choice. Tell them what you think!
Your vote is important. No matter how many Shares you own, please give the
Graham Nominees your proxy FOR the removal of the current members of the Board
and FOR the election of the Graham Nominees.
1. SIGNING the enclosed BLUE proxy card,
2. DATING the enclosed BLUE proxy card, and
3. MAILING the enclosed BLUE proxy card TODAY in the envelope
provided (no postage is required if mailed in the United
States) to Automatic Data Processing ("ADP"). Registered
holders may FAX BOTH SIDES of the enclosed BLUE proxy card
TODAY to ADP at the number provided below.
PLEASE RETURN THE BLUE PROXY CARD IN THE ENVELOP PROVIDED OR CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE BLUE PROXY
CARD REPRESENTING YOUR SHARES. THE GRAHAM NOMINEES URGE YOU TO CONFIRM IN
WRITING YOUR INSTRUCTIONS TO ADP AT THE ADDRESS PROVIDED BELOW SO THAT THE
GRAHAM NOMINEES WILL BE AWARE OF ALL INSTRUCTIONS GIVEN AND CAN ATTEMPT TO
ENSURE THAT SUCH INSTRUCTIONS ARE FOLLOWED.
If you have any questions or require any additional information concerning this
Proxy Statement, please contact ADP at the address set forth below.
AUTOMATIC DATA PROCESSING
51 MERCEDES WAY
EDGEWOOD, NY 11717
516-254-7400
FAX: 516-254-7622
-19-
<PAGE> 21
[Alternate page for proxies beings solicited by IICC]
IMPORTANT
Tell your Board that you want to make your own choice. Tell them what you think!
Your vote is important. No matter how many Shares you own, please give the
Graham Nominees your proxy FOR the removal of the current members of the Board
and FOR the election of the Graham Nominees.
1. SIGNING the enclosed BLUE proxy card,
2. DATING the enclosed BLUE proxy card, and
3. MAILING the enclosed BLUE proxy card TODAY in the envelope
provided (no postage is required if mailed in the United
States) to IICC. Registered holders may FAX BOTH SIDES of the
enclosed BLUE proxy card TODAY to IICC at the number provided
below.
PLEASE RETURN THE BLUE PROXY CARD IN THE ENVELOP PROVIDED OR CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE BLUE PROXY
CARD REPRESENTING YOUR SHARES. THE GRAHAM NOMINEES URGE YOU TO CONFIRM IN
WRITING YOUR INSTRUCTIONS TO IICC AT THE ADDRESS PROVIDED BELOW SO THAT THE
GRAHAM NOMINEES WILL BE AWARE OF ALL INSTRUCTIONS GIVEN AND CAN ATTEMPT TO
ENSURE THAT SUCH INSTRUCTIONS ARE FOLLOWED.
If you have any questions or require any additional information concerning this
Proxy Statement, please contact IICC at the address set forth below.
IICC
INVESTOR COMMUNICATIONS
6250 KESTREL ROAD
MISSISSAUGA, ONTARIO, CANADA L5T 1Y9
905-565-9100
FAX: 905-565-5350
-19-
<PAGE> 22
GEOGRAPHICS, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
APRIL 16, 1999
APPOINTMENT OF PROXY
GEOGRAPHICS, INC.
1555 Odell Road
Blaine, WA 98231
THIS PROXY IS SOLICITED ON BEHALF OF WILLIAM T. GRAHAM, JAMES L. DORMAN AND C.
JOSEPH BARNETTE
The undersigned hereby appoints each of William T. Graham, James L. Dorman and
C. Joseph Barnette as proxy with the power to appoint his substitute, and hereby
authorize him to represent and to vote all of the shares of common stock, with
no par value ("Common Stock"), of Geographics, Inc. ("Geographics") held of
record by the undersigned on the date hereof for the calling of a special
meeting of shareholders and to vote, as designated below, all of the shares of
Common Stock held of record by the undersigned on the record date of the special
meeting on the following matters at such special meeting:
1. To remove all current members of the Board of Directors of Geographics.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To establish the number of members on the Geographics's Board of
Directors at three.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Election of the nominees set forth below as Directors:
FOR ALL [ ] WITHHOLD [ ] *EXCEPTIONS [ ]
NOMINEES AUTHORITY
Nominees: William T. Graham, James L. Dorman and C. Joseph Barnette
*INSTRUCTIONS: To withhold authority to vote for any
individuals nominee, mark the "Exceptions"
box and write that nominees name in the
space provided below.
Exceptions:________________________________________
4. To authorize the reimbursement of reasonable expenses incurred by
Messrs. Graham, Dorman and Barnette in connection with this proxy
solicitation.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. In his discretion, the proxy is authorized to vote upon such other
business as may properly come before the special meeting.
Proposals (1), (2) and (3) are each subject to, and conditioned upon, the
adoption of the other two proposals.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS (1), (2), (3) AND (4) ABOVE.
When shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name by president
or other authorized officer. If a partnership, please sign in partnership name
by authorized person.
I, _________________, hold ____ shares of Geographics' common stock at
______, and hereby deliver my proxy statement to William T. Graham.
__________________________________________
Signature
DATED: _______________, 1999
PLEASE VOTE, DATE, SIGN AND MAIL THIS APPOINTMENT OF PROXY FORM
PROMPTLY IN THE ENCLOSED ENVELOPE.
