<PAGE> 1
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:
- - --------------------------------------------------------------------------------
<PAGE> 2
PRELIMINARY COPY, MATERIALS DATED MARCH [____], 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 "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, FINANCIAL
RESOURCES 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' tenuous
relationships with major customers, provide the Company with badly needed equity
capital and to provide value to shareholders. As a result,
<PAGE> 3
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 [__], 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;
2. To establish the number of Directors at three;
3. To elect to the Board the following nominees: William T. Graham, James
L. Dorman and C. Joseph Barnette; and
4. To authorize the reimbursement of reasonable expenses incurred by the
Graham Nominees in connection with this proxy solicitation.
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, FINANCIAL
RESOURCES 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 CULVERWELL & CO., INC. at the address set forth
below. 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
-2-
<PAGE> 4
to provide a copy of those instructions to CULVERWELL & CO., INC., who is
assisting in this solicitation, at the following address:
CULVERWELL & CO., INC.
3RD FLOOR
33RD BROAD STREET
BOSTON, MA 02109
800-442-8323
FAX: 617-227-8780
If you have any questions regarding your proxy, or need assistance in
voting your Shares, please call Culverwell & Co., Inc.
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, FINANCIAL
RESOURCES 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 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.
o 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
-3-
<PAGE> 5
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 office products industry. 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."
o 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.
o 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 become delisted from the Nasdaq National Market. 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.
-4-
<PAGE> 6
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.
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:
o 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 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.
o 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
-5-
<PAGE> 7
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.
o 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. 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 badly needed equity capital and yet would have no
dilutive effect on those shareholders wishing to participate.
o 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.
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 my 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
-6-
<PAGE> 8
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, FINANCIAL
RESOURCES 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. 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.
-7-
<PAGE> 9
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.
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.
-8-
<PAGE> 10
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.
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
-9-
<PAGE> 11
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
4918 Femrite Drive and co-founder of Uniek, Inc. ("Uniek") from 1987 until July.
Madison, WI 53716 1998. 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
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>
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.
-10-
<PAGE> 12
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 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.
-11-
<PAGE> 13
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
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 [___],
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.
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
-12-
<PAGE> 14
earlier proxy. The revocation may be delivered either to the attention of
Culverwell & Co., Inc., 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 CULVERWELL & CO., INC. AT 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 CULVERWELL & CO., INC. AT 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 CULVERWELL & CO., INC., AT 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.
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.
-13-
<PAGE> 15
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 the Company contained in
this Proxy Statement and the Schedules attached hereto has been taken from, or
is based upon, publicly available information.
-14-
<PAGE> 16
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
-15-
<PAGE> 17
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.
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>
-16-
<PAGE> 18
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
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.
-17-
<PAGE> 19
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).
-18-
<PAGE> 20
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.
<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.
-19-
<PAGE> 21
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
-20-
<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.
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.
