GEOGRAPHICS INC, PRRN14A, 1999-03-18

GEOGRAPHICS INC
PRRN14A, 1999-03-18
PAPER & PAPER PRODUCTS

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SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[X] 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 Pursuant to Rule 14a-11(c) or Rule 14a-12

Geographics, 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 the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(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 statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

- --------------------------------------------------------------------------------

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(608) 283-2240

March 18, 1999

VIA EDGAR

Mr. Nicholas P. Panos
Attorney -- Advisor
Office of Mergers and Acquisitions
Securities and Exchange Commission
Mail Stop 3-3
450 Fifth Street
Washington, D.C. 20549

Re: The Graham Group; Geographics, Inc.

Dear Mr. Panos:

With this letter we are transmitting to you a copy of a revised
preliminary proxy statement (the "Proxy Statement"), marked to show changes from
the initial filing of the Proxy Statement. Set forth below is a response to each
of the items in your letter of March 15, 1999 (the "SEC Letter"). For ease of
reference, responses referenced correspond to the referenced paragraphs and
numbers in the SEC Letter. William T. Graham, James L. Dorman and C. Joseph
Barnette (collectively, the "Graham Nominees") have authorized us to make the
various factual representations contained in this letter. Capitalized terms not
otherwise defined herein have the meanings ascribed to the terms in the
prospectus contained in the Proxy Statement. Unless otherwise indicated, all
page references contained herein are to the Proxy Statement.

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March 18, 1999
Page 2

Paragraphs under "General"

1. The Graham Nominees have revised the Proxy Statement to delete the
references to "financial resources" in: (i) the second paragraph on page 1 of
the Proxy Statement; (ii) the third paragraph under the heading "Proposals" on
page 2 of the Proxy Statement; (iii) the first paragraph under the heading "Why
You Should Vote for the Proposals" on page 3 of the Proxy Statement; and (iv)
the paragraph immediately above the heading "Business Experience of William T.
Graham" on page 7 of the Proxy Statement. In addition, the Graham Nominees have
revised page 6 of the Proxy Statement under the paragraph "Strategic Visions and
Resources", to reflect your comment.

2. The Graham Nominees have revised page 1 of the Proxy Statement to
delete the reference to a "tenuous" relationship with major customers.

3. The Graham Nominees have revised pages 1 and 6 of the Proxy
Statement to delete the references to "badly needed" equity capital.

4. The "participants" (as defined in subsection (b) of Item 4 of
Schedule 14A) in the solicitation described in the Proxy Statement are William
T. Graham, James L. Dorman and C. Joseph Barnette. We believe that the defined
term "Graham Nominees" in the Proxy Statement accurately reflects this fact.

Why You Should Vote for the Proposals

5. The Graham Nominees have revised page 3 of the Proxy Statement under
the heading "Removal of Current Directors", to reflect your comment.

Removal of Current Directors

6. The Graham Nominees have revised page 4 of the Proxy Statement as
requested.

Establishing Number of Directors

7. The Graham Nominees have revised page 6 of the Proxy Statement as
requested.

Election of Graham Nominees

8. The Graham Nominees have revised page 6 of the Proxy Statement as
requested. We have been advised by Culverwell & Co., Inc. that they will
disclose their potential conflict of interest when soliciting votes on behalf of
the Graham Nominees.

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March 18, 1999
Page 3

Voting and Proxy Procedures

9. The Graham Nominees have revised pages 2, 5, 7 and 13 of the Proxy
Statement, and the form of proxy, as requested.

10. Not applicable.

Other Revisions

In addition to the above changes, the Graham Nominees made the
following additional changes: (i) the Graham Nominees have revised page 1 of the
Proxy Statement to change the reference to the date from "March [___], 1999" to
"March 18, 1999"; (ii) the Graham Nominees have revised page 2 of the Proxy
Statement to reflect that the record date of the meeting is March 8, 1999; (iii)
the Graham Nominees have revised page 2 of the Proxy Statement to add the
defined terms "Proposal No. 1", Proposal No. 2", Proposal No. 3", and "Proposal
No. 4"; (iv) the Graham Nominees have revised pages 2, 3, 13 and 14 of the Proxy
Statement to reflect that Automatic Data Processing and IICC will be assisting
the Graham Nominees in connection with the solicitation; (v) the Graham Nominees
have revised pages 4-5 of the Proxy Statement to delete the reference to "Nasdaq
National Market" in the paragraph under the heading "Lack of Accountability to
Shareholders" and replace it with an appropriate reference to "Over-The-Counter
Bulletin Board"; (vi) the Graham Nominees have revised page 7 of the Proxy
Statement to delete the word "my" in the first sentence under the heading
"Authorizing Reimbursement of Reasonable Expenses" and replace it with the word
"by"; (vii) the Graham Nominees have revised page 12 of the Proxy Statement to
change the date of the call of the date of notice of the special meeting from
"March [___], 1999" to "March 3, 1999"; and (viii) the Graham Nominees have
added alternatives to page 21 that will be distributed to those shareholders for
whom Automatic Data Processing and IICC will be assisting in soliciting.

If you should have any questions or comments or require further
information about, or clarification of, any of the items responded to in this
letter or in the Proxy Statement, please call either Tod Linstroth at (608)
283-2242 or me at (608) 283-2240.

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March 18, 1999
Page 4

Finally, we appreciate the prompt and courteous assistance that the
Staff has provided the Graham Nominees and their advisors.

Very truly yours,

Gregory J. Lynch
Enclosures
cc: William T. Graham
James L. Dorman
C. Joseph Barnette
Tod B. Linstroth

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PRELIMINARY COPY, MATERIALS DATED MARCH 18, 1999

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 [____], 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. In November, 1998, Mr. Gockelman, who at
the time was Geographics' sole Director, elected Mr. Graham to the Board only
after Mr. Graham and other shareholders who collectively represented over 39% of
the Company's issued and outstanding Shares demanded that Mr. Gockelman call a
special meeting of shareholders to elect new Directors. See "Background of Proxy
Solicitation." Since November, 1998, Mr. Graham has attempted to work with Mr.
Gockelman in what Mr. Graham feels are the most significant issues facing the
Company: (i) maintaining and strengthening the relationships with the Company's
most significant customers, including Office Depot and Staples of Canada; (ii)
solving the Company's severe liquidity crisis; 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,

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PRELIMINARY COPY, MATERIALS DATED MARCH 18, 1999

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

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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 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.

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.

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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.

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.

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

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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.

- Lack of Chief Executive with Industry Experience. Currently, Richard
C. Gockelman is the President and Chief Executive Officer of the Company. Mr.
Gockelman's resume reveals that he has held positions with International Paper,
a large public company, from 1988 until 1996, with experience in Asian joint
ventures and intellectual property arrangements. Mr. Gockelman was a
self-employed consultant between 1996 and 1998. However, Mr. Gockelman's resume,
prior to his tenure at Geographics, reveals no experiences with either small,
troubled companies or companies in the United States office products industry.
The Graham Nominees believe that the challenges in the United States office
products industry are significantly different than those Mr. Glockelman faced in
Asia with International Paper. In addition, the Graham Nominees believe that a
proven track record, a history of satisfactory performance and strong personal
relationships with Geographics' principal customers, such as Office Depot, are
critically important to the Company's short-term and long-term success. Mr.
Gockelman appears to have had no prior working experience or business
relationship with any of the Company's principal customers. The Graham Nominees
believe this lack of industry experience is detrimental in the office products
industry where marketing expertise and customer relationships are important
attributes for a successful company. In contrast to Mr. Gockelman's lack of
industry experience, the Graham Nominees have over 95 years of combined
experience in the office products industry and have developed strong
relationships with the Company's significant customers such as Office Depot and
Staples of Canada. Mr. Graham and Mr. Dorman have each had long histories of
superior, award winning performance with Office Depot and other office supply
companies. Both Messrs. Graham and Dorman are personally known to Office Depot
and other significant customers of the Company. Further, in a financially
troubled company such as Geographics, the Graham Nominees believe it is
important to have a chief executive who is experienced in turning around
troubled companies and in raising capital, such as Mr. Dorman. See "Business
Experience of James L. Dorman."

- Liquidity Crisis. Based upon the Company's filings with the
Securities and Exchange Commission (the "Commission") and other publicly
available information, the Company is having liquidity problems. The Company's
most recently filed Quarterly Report on Form 10-Q for the quarter ended December
31, 1997 (the "Most Recent 10-Q") indicated that there is "substantial doubt
about the Company's ability to continue as a going concern." The Most Recent
10-Q also indicates that Geographics has over $2,800,000 worth of delinquencies
in trade payables and operates on a C.O.D. basis with its vendors. Not only is
Geographics paying a premium (interest on delinquencies and loss of discounts),
it runs the risk of being cut off from its key suppliers on short notice.
Moreover, the Most Recent 10-Q and other publicly available information indicate
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 liquidity crisis.

- Lack of Accountability to Shareholders. The Company has not held a
shareholder meeting to elect directors in over two years. None of the current
Directors were elected by the shareholders. The Company has been delinquent in
providing shareholders with requisite information. For example, the Company has
not filed its Annual Report on Form 10-K, required to be filed within 90 days of
the end of its March 31, 1998 fiscal year, and has not filed Quarterly Reports
on Form 10-Q, required to have been made within 45 days of the end of its fiscal
quarters ending June 30, 1998, September 30, 1998 and December 31, 1998. If the
Company does not become current in its public reporting requirements, the
Company could have their trading suspended on the

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Over-The-Counter Bulletin Board. 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 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 significant problems facing the
Company, especially maintaining and improving its customer relationships and
solving its liquidity crisis, 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 with
industry experience and customer connections. 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 and OfficeMax, which, according to the Company's Annual

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Report on Form 10-K for the year ended March 31, 1997, collectively accounted
for 67% of the Company's sales for the fiscal year ended March 31, 1997. 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 Graham Nominees are elected, they currently intend on conducting a
comprehensive performance review of each of the Company's senior executives.

- Repair and 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 liquidity crisis. 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

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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.

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.

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

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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. 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.

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<PAGE> 15

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.

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(TM) 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.

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<PAGE> 16

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 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.

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<PAGE> 17

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.
Madison, WI 53716 Uniek is 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
10600 West Mitchell Street position he has held since 1984. Intercontinental Trading
Milwaukee, WI 53214 specializes in 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 Products
Kent Adhesives Products Company 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 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.

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<PAGE> 18

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 customary conditions,
including due diligence by Mr. Graham. Mr. Gockelman rejected Mr. Graham's offer
on August 7, 1998.

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.) Faced with the prospect of holding a special
shareholders meeting, 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, in consideration of the election of five new Directors and the
agreement to hold a shareholders meeting, the Requesting Shareholders withdrew
their demand for a special meeting of shareholders.

During the next several months, Messrs. Graham, Barnette and Kuypers
heard concerns from significant shareholders regarding Mr. Gockelman's lack of
attention to improving Geographics' customer relationships and solving its
liquidity crisis. Moreover, Mr. Graham became frustrated at the lack of

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<PAGE> 19

accountability to shareholders when the Company decided to postpone the meeting
of shareholders that was scheduled to be held on March 10, 1999. 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 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

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<PAGE> 20

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
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 $1,500 and
[$__________], 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'

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<PAGE> 21

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.

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

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<PAGE> 22

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 [__], 1999 WILLIAM T. GRAHAM
JAMES L. DORMAN
C. JOSEPH BARNETTE

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<PAGE> 23

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.

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.
Madison, WI 53716 Uniek is 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
10600 West Mitchell Street position he has held since 1984. Intercontinental Trading
Milwaukee, WI 53214 specializes in 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
1000 Cherry Street company, a position he has held since KAPCO's beginning in 1972.
Kent, OH 44240-7520

</TABLE>

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<PAGE> 24

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:

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>

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<PAGE> 25

<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).

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<PAGE> 26

SCHEDULE III

SHARE OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of March [___], 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.

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.

-20-

<PAGE> 27

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

-21-

<PAGE> 28
[Alternate page for proxies beings solicited by Automatic Data Processing]

IMPORTANT

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 envelope 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

-21-

<PAGE> 29

[ALTERNATE PAGE FOR PROXIES BEINGS SOLICITED BY IICC]

IMPORTANT

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

-21-

<PAGE> 30

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 Culverwell & Co., Inc.

------------------------------------------
Signature
DATED: , 1999
PLEASE VOTE, DATE, SIGN AND MAIL THIS APPOINTMENT OF PROXY FORM
PROMPTLY IN THE ENCLOSED ENVELOPE.