PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 Section 240.14a-11(c)
or Section 240.14a-12
BATTERIES BATTERIES, INC.
(Name of Registrant as Specified in its Charter)
Batteries Batteries Committee to Maximize
Shareholder Value
_________________________________________________________________
(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)(4) 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:
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4) Date Filed:
________________________________________________
<PAGE>
BATTERIES BATTERIES, INC.
NOTICE OF CONSENT SOLICITATION BY THE BATTERIES BATTERIES
COMMITTEE TO MAXIMIZE SHAREHOLDER VALUE
To Our Fellow Stockholders:
This Consent Statement and the accompanying white consent
card are being furnished to you by the Batteries Batteries
Committee to Maximize Shareholder Value (the "Committee") in
connection with the solicitation by the Committee of written
consents from the holders of shares of the $.001 par value common
stock (the "Common Stock") of Batteries Batteries, Inc. (the
"Company") to take the following actions without a meeting of the
stockholders as permitted under the Delaware General Corporation
Law:
1. Removal of Certain Directors: Remove Warren H. Haber
and John L. Teeger from the Board of Directors of the
Company and any other person or persons who may be elected
or appointed to the Board of Directors after the Record Date
(as defined below) and prior to the effective date of this
stockholder action, including any person who may be elected
or appointed as a successor to Mr. Haber or Mr. Teeger (the
"Director Removal Proposal"); and
2. Election of Replacement Directors: Elect Allan S.
Kalish and Robert C. Meehan (collectively, the "Committee
Nominees") as directors of the Company, each of whom shall
serve until the next annual meeting of the stockholders and
until his successor is duly elected and has qualified, in
order to fill the vacancies on the Board of Directors
created by the removal of Messrs. Haber and Teeger (the
"Director Election Proposal").
Only those stockholders of record as of the close of
business on April 29, 1998 are entitled to execute a consent
pursuant to this consent solicitation (the "Record Date").
The Committee believes that the Company needs greater
shareholder representation on its Board of Directors. The
Committee intends that the successors to Messrs. Haber and Teeger
will be independent directors who will have no significant
economic relationship with the Company (other than through their
ownership of Common Stock), in contrast to the management fee
agreement which Messrs. Haber and Teeger have arranged for
themselves with the Company. By ensuring a greater degree of
independence among the members of the Board of Directors, the
Committee expects that the Company will become more focused and
committed to achieving maximum value for its shareholders. The
Committee's concerns and proposals for the future are described
in the attached Consent Statement and we urge you to read it
carefully.
The actions proposed to be taken by the Committee pursuant
to this consent solicitation may be taken as soon as duly signed
consents in favor thereof are received from the holders of a
majority of the shares of Common Stock outstanding on the Record
Date. However, in order to be effective under the Delaware
General Corporation Law, the required number of duly signed
consents must be delivered to the Company not later than June 29,
1998. Accordingly, we urge you to complete, date and sign the
enclosed white consent card and return it as promptly as possible
in the enclosed envelope.
If you should have any questions or need assistance, please
contact the Committee or Beacon Hill Partners, Inc., a proxy
solicitation firm engaged by the Committee to assist it in this
consent solicitation, as follows:
BEACON HILL PARTNERS, INC.
(800) 755-5001
In New York (212) 843-8500
We greatly appreciate your support and look forward to
working with you in the future as we move forward with the
implementation of our plan to revitalize the Company.
BATTERIES BATTERIES COMMITTEE TO
MAXIMIZE SHAREHOLDER VALUE
Stephen Rade Robert W. Tauber
William S. Sapp, Sr.
Enclosures
May ___, 1998
Please mark, date, sign and return the
accompanying white consent card in the
enclosed envelope as promptly as possible.
A failure to sign and return the white
consent card will have the same effect as
a vote against the Committee's proposals.
<PAGE>
CONSENT STATEMENT
BATTERIES COMMITTEE TO
MAXIMIZE SHAREHOLDER VALUE
May _____, 1998
THE COMMITTEE
The Committee was organized by Stephen Rade, Executive Vice
President and a director of the Company. The other members of
the Committee are Robert W. Tauber, a Vice President and director
of the Company, and William S. Sapp, Sr., a director of the
Company. The Committee was organized for the purpose of
effecting a change in the leadership of the Company as described
below. The three members of the Committee own beneficially in
the aggregate 890,000 shares of Common Stock, representing
approximately 17.4% of the shares of Common Stock currently
outstanding. The business address and telephone number of the
Committee are as follows:
Batteries Committee to Maximize Shareholder Value
c/o Beacon Hill Partners, Inc.
90 Broad Street, 20th Floor
New York, New York 10004
(800) 755-5001
Additional information concerning the Committee and the
Committee Nominees is set forth below in this Consent Statement.
BACKGROUND OF AND REASONS FOR THE CONSENT SOLICITATION
The business strategy of the Company is to consolidate the
highly fragmented specialty battery industry and cellular
accessory distribution industry into one cohesive business entity
with a significant competitive advantage. The underlying premise
of the Company's business strategy is still valid. However, the
leadership of the Company under Warren H. Haber, Chairman of the
Board (and until recently, Chief Executive Officer) and John L.
Teeger, Vice President and Secretary, has been ineffective
because, among other things, each lacks the industry knowledge
and management experience required to successfully perform their
responsibilities. This has been confirmed by the following
results:
- The Company's first reported net loss of more than
$11,000 for the quarter ended December 31, 1997; and
- The drastic decline in shareholder value as evidenced
by a 60% drop in the Company's stock price since the
initial public offering two years ago.
Moreover, during the same period that the value of the
Company's shares has been plummeting, Messrs. Haber and Teeger
have received from the Company more than $700,000 in management
and other fees. Despite the Company's recently reported net loss
and decline in shareholder value, Messrs. Haber and Teeger still
continued to collect fees from the Company until directed by the
Company's commercial lender to cease paying these fees until such
time as the Company is in compliance with the financial covenants
set forth in its loan agreement with the Company.
The Company has attributed the only significant "bright
spot" in its reported financial results to the division managed
by Stephen Rade, President of Advanced Fox and Chairman of the
Committee to Maximize Shareholder Value. According to the press
release issued by the Company on April 17, 1998, . . . "The
Company's previously acquired Advanced Fox and Tauber Electronics
operations contributed in excess of 88% of the Company's
operating profit and net income during the year. Advanced Fox
enjoyed a record year with sharp increases in both sales and
operating income, while Tauber rebounded nicely and fully met its
sales and profits expectations for the year."
THE COMMITTEE PLAN
The Committee's plan for revitalizing the Company has two
critical objectives:
First, the Committee and the Committee Nominees intend to
increase operating margins and asset utilization by
effectively integrating the Company's two divisions, thereby
taking advantage of significant potential economies of
scale.
Second, the Committee and the Committee Nominees believe
that new management can significantly increase sales volume
through better management and by leveraging each division's
product line and market position.
Increase Operating Margins and Asset Utilization
- More Cost Effective Sourcing of Product: Rather
than purchasing higher cost product domestically,
often from direct competitors, product and tooling
molds will be increasingly sourced from lower cost
overseas producers. This has been done very
successfully by one of the Company's divisions and
new management's expertise and contacts will be
used to achieve the same cost savings for all of
the Company's operations.
- Coordinate Purchasing and Consolidate Sources of
Supply: The coordination and rationalization of
purchasing, together with the consolidation of
sources of supply, will eliminate duplication of
effort and redundant inventory, enable the
realization of greater volume purchasing
discounts, and provide for greater control and
more rapid turnover of inventory.
- Consolidate Sales and Administrative Staffs: By
consolidating the Company's existing offices and
its administrative and sales staffs, the Company
can achieve significant savings in administration
and overhead expense -- a step which existing
management has long promised, but never
implemented.
- Install New and Improved Information Systems: The
purchase of new information systems will permit
the Company to integrate its catalog, marketing,
sales, fulfillment, inventory control, purchasing,
financial control and internal communications
functions. The new information systems will
include customer and product data bases and be
available on a real time basis to all employees in
every area of the Company's operations.
- Eliminate All Unnecessary Corporate Overhead: The
Company will close its separate New York City
corporate office, will eliminate management fees,
travel and other expenses to support non-
productive "corporate office" personnel and other
unnecessary or extravagant expenses.
Increase Sales Volume
- Promote Cross-Selling Among Divisions: Since many
of the Company's customers use both batteries and
cellular accessories, there are significant
unrealized opportunities for cross-selling that
can easily be capitalized upon with little
additional incremental investment.
- Coordinate Sales and Marketing Efforts:
Coordinating sales and marketing efforts alone
will lead to a reduction in redundant advertising,
printing, mailing and related costs. The
coordination of sales and marketing efforts will
also lead to more focused and effective sales
programs.
- Organize and Manage Sales More Effectively: The
integration and rationalization of sales
operations will not only reduce costs, but also
lead to increases in sales by eliminating the
administrative burdens imposed upon personnel
whose principal job is to sell.
- Introduce Principles of Team Management:
Introducing principles of team management to
eliminate needless competition between and among
the Company's two divisions and ensure that
everyone in the organization is pulling together
with shared objectives.
CONSENT PROCEDURE
Section 228 of the Delaware General Corporation Law (the
"DGCL") provides that, unless otherwise provided in the
certificate of incorporation, any action that may be taken at any
annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if consents in
writing, setting forth the action so taken, shall be signed by
the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon
were present and voted, and those consents are delivered to the
corporation by delivery to its registered office in Delaware, to
its principal place of business, or to an officer or agent of the
corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. In the case of this
consent solicitation, written, unrevoked consents of the holders
of a majority of the outstanding shares of Common Stock as of the
Record Date must be delivered to the Company as described above
to effect the actions as to which consents are being solicited
hereunder. Section 228 of the DGCL further provides that no
written consent shall be effective to take the corporate action
referred to therein unless, within 60 days of the earliest dated
consent delivered in the manner required by Section 228, written
consents signed by a sufficient number of holders to take such
action are delivered to the corporation in the manner required by
Section 228.
IT IS CURRENTLY THE INTENTION OF THE COMMITTEE TO CEASE THE
SOLICITATION OF CONSENTS ONCE THE COMMITTEE HAS DETERMINED THAT
VALID AND UNREVOKED CONSENTS REPRESENTING A MAJORITY OF THE
ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AS OF THE RECORD
DATE HAVE BEEN OBTAINED AND TO DELIVER SUCH CONSENTS TO THE
COMPANY IN THE MANNER REQUIRED BY SECTION 228 OF THE DGCL AS SOON
AS PRACTICABLE THEREAFTER. WHEN CONSENTS FOR A MAJORITY OF THE
COMPANY'S COMMON STOCK HAVE BEEN OBTAINED AND DELIVERED TO THE
COMPANY, A SHAREHOLDER WILL BE UNABLE TO REVOKE HIS CONSENT. IF
THE COMMITTEE HAS NOT RECEIVED CONSENTS SUFFICIENT TO TAKE THE
ACTIONS PROPOSED HEREIN BY THE CLOSE OF BUSINESS ON JUNE 29,
1998, THE COMMITTEE WILL CEASE THE SOLICITATION OF CONSENTS
PURSUANT TO THIS CONSENT SOLICITATION AND WILL NOT DELIVER TO THE
COMPANY THE CONSENTS THAT THE COMMITTEE HAS RECEIVED.
Please date, sign, and return the white
consent card as soon as possible. A failure
to do so will have the same effect as a vote
against the Committee's proposals.
DIRECTOR REMOVAL PROPOSAL
Section 141(k) of the DGCL provides in pertinent part
(subject to certain exceptions not here applicable) that, unless
otherwise provided in the certificate of incorporation, any
director may be removed from office, with or without cause, by
the holders of a majority of the shares then entitled to vote at
an election of directors. Section 228(a) of the DGCL further
provides that any action which may be taken at a meeting of
stockholders may be taken without a meeting by written consent.
The Committee is soliciting written consents authorizing the
removal of Warren H. Haber and John L. Teeger from the Board of
Directors without cause and also the removal of any other person
or persons who may be elected or appointed to the Board of
Directors after the record date and prior to the effective date
of the stockholder action which is the subject of this consent
solicitation, including any person who may be elected or
appointed as a successor to Mr. Haber or Mr. Teeger. The
Committee is seeking authority to remove any such subsequently
elected or appointed director in order to have the ability to
respond to any attempt by the existing Board of Directors:
(i) to "defuse" this consent solicitation by hand-picking a
compatible successor to either or both of Mr. Haber and
Mr. Teeger, or (ii) to "pack the Board" in an effort to defeat
the Committee's goal of effecting a change in the leadership of
the Company. Specifically, the bylaws of the Company would
permit the Board to appoint a successor to Mr. Haber and
Mr. Teeger if either should resign and/or to increase the number
of directors and to fill the resulting vacancies by appointing
new directors who are opposed to the Committee's goals and
objectives.
Please note that there are currently nine directors in
office. In addition to Messrs. Haber and Teeger, the following
persons are also directors of the Company: Alan W. Baldwin,
Bruce Barnet, Fred Corrado, Stephen Rade, William S. Sapp, Sr.,
John Simon and Robert W. Tauber. The Committee is seeking the
removal only of Messrs. Haber and Teeger (and of any subsequently
elected or appointed directors, as discussed above); the other
directors will not be affected by this consent solicitation and
will remain in office, unless one or more of them should elect to
resign.
DIRECTOR ELECTION PROPOSAL
The stockholders of the Company have authority under the
DGCL and under the bylaws to elect a successor to a director who
is removed from office pursuant to this consent solicitation.
The Committee is soliciting written consents authorizing the
election of Allan S. Kalish and Robert C. Meehan to fill the
vacancies on the Board of Directors which will be created by the
removal of Messrs. Haber and Teeger. Messrs. Kalish and Meehan
have both expressed their willingness to serve on the Board of
Directors if elected by the stockholders pursuant to this consent
solicitation. As discussed above, the members of the Committee
(i.e., Messrs. Rade, Tauber and Sapp, Sr.) and the Committee
Nominees (i.e., Messrs. Kalish and Meehan) will constitute a
majority of the reconstituted Board of Directors and intend to
terminate Mr. Haber (who is currently Chairman of the Board of
the Company) and Mr. Teeger (who is currently a Vice President
and Secretary of the Company and who was also Chief Financial
Officer of the Company until his resignation from that position
in January of this year). The members of the Committee and the
Committee Nominees further intend to elect Mr. Rade as Chairman
of the Board and Ronald E. Badke (who is currently a Vice
President and Chief Financial Officer of the Company) as
Secretary of the Company and expect that Mr. Baldwin, who became
President and Chief Executive Officer of the Company in January
of 1998, will retain both of these positions.
INFORMATION CONCERNING THE COMMITTEE AND THE COMMITTEE NOMINEES
Information concerning the members of the Committee is set
forth below:
Stephen Rade
Stephen Rade, age 59, is Executive Vice President and a
director of the Company, positions he has held since 1996.
Mr. Rade is the President of Advanced Fox Antenna, one of the
Company's two business divisions. Prior to joining the Company,
Mr. Rade was President and sole shareholder of Advanced Fox
Antenna, Inc. ("Advanced Fox"), which he founded in 1990 and
which he sold to the Company in 1996. Under Mr. Rade's
leadership, Advanced Fox increased its sales and net income from
approximately $1.0 Million and a net loss of $100,000 since its
founding in 1990, to $9.5 Million and $850,000, respectively, in
1995, the last full calendar year before Advanced Fox was
acquired by the Company. If the Committee's proposals are
adopted pursuant to this consent solicitation, it is intended
that Mr. Rade will replace Warren H. Haber as Chairman of the
Board of the Company. Mr. Rade owns 645,000 shares of Common
Stock, which he acquired in connection with the acquisition of
Advanced Fox by the Company in April of 1996 and has not
purchased or sold any shares of Common Stock since that time.
Mr. Rade has pledged to purchase an additional 25,000 shares of
Common Stock following the adoption of the Committee's proposals
by the stockholders.
Robert W. Tauber
Robert W. Tauber, age 73, is a Vice President and a director
of the Company, positions which he has held since 1996.
Mr. Tauber also served as President of Tauber Electronics, one of
the Company's two divisions until his retirement in February of
this year. Prior to joining the Company, Mr. Tauber was
President and sole shareholder of Tauber Electronics, Inc.
("Tauber Electronics"), which he founded in 1975 and which he
sold to the Company in 1996. Under Mr. Tauber's leadership,
Tauber Electronics increased its sales and net income from
approximately $50,000 and $2,000 since its founding in 1975, to
$10.3 Million and $576,000, respectively, in 1997. Mr. Tauber
acquired 300,000 shares of Common Stock in connection with the
acquisition of Tauber Electronics by the Company in April of 1996
and sold 45,000 shares in December of 1997; Mr. Tauber has not
otherwise purchased or sold any shares of Common Stock since that
time. Mr. Tauber currently owns 195,000 shares of Common Stock.
William S. Sapp, Sr.
William Schlesinger Sapp (referred to herein as "William S.
Sapp, Sr."), age 66, is a private investor and a director of the
Company, a position he has held since 1997. Prior to his
retirement in 1997, Mr. Sapp was the President of Battery
Network, Inc. and its affiliated companies and businesses
(collectively, "Battery Network"), which he founded in 1966 and
which he sold to the Company in 1997. Under Mr. Sapp's
leadership, Battery Network increased its sales and net income
from approximately $100,000 and $10,00 since its founding in 1966
to $23.5 Million and $1.8, respectively, in 1996. Mr. Sapp and
his family acquired a total of 550,000 shares of Common Stock in
connection with the acquisition of Battery Network in January of
1997. Mr. Sapp has not otherwise acquired or sold shares of
Common Stock during the past two years. Mr. Sapp currently owns
6,000 shares of Common Stock.
Information concerning the Committee Nominees is set forth
below:
Allan S. Kalish
Allan S. Kalish, age 72, is the owner of Kalish &
Associates, a consulting firm specializing in marketing,
advertising and public relations, which he founded in 1986.
Kalish & Associates serves advertisers, marketers and advertising
agencies throughout the country, including three New York Stock
Exchange companies. The business address of Kalish & Associates
is 828 Youngeford Road, Gladwyne, Pennsylvania 19035. Prior to
founding Kalish & Associates, Mr. Kalish managed Kalish & Rice,
Inc., one of the largest advertising agencies in Philadelphia.
Mr. Kalish served as a member of the Board of Directors of
Checkpoint Systems, Inc., a New York Stock Exchange company, from
1993 to 1997. Mr. Kalish holds no current position with the
Company, but his substantial experience in advertising and public
relations will be of great value to the reconstituted Board of
Directors and New Management of the Company. Mr. Kalish has
neither bought nor sold any shares of Common Stock during the
past two years, but has pledged to purchase 10,000 shares if he
is elected to the Board of Directors pursuant to this Consent
Solicitation.
Robert C. Meehan
Robert C. Meehan, age 51, is a principal of Carriage House
Investments, a private investment fund which invests in publicly
traded securities. The business address of Carriage House
Investments is 11 Johnson Avenue, Binghamton, New York 19035.
Prior to joining Carriage House Investments in 1994, Mr. Meehan
was a principal of R.C. Meehan & Associates, a corporate finance
consulting firm which he founded in 1986. Mr. Meehan holds no
current position with the Company, but his substantial experience
in capital markets transactions and corporate finance will be of
great value to the reconstituted Board of Directors and new
management of the Company. Mr. Meehan currently owns 79,950
shares of Common Stock. Information relating to the purchase and
sale of shares of Common Stock by Mr. Meehan during the past two
years is set forth in Appendix A to this Consent Statement.
The Committee does not expect that either of the Committee
Nominees will be hereafter unable or unwilling to serve on the
Board of Directors, but, in such event, the shares represented by
the enclosed white consent card will be voted for a substitute
candidate or candidates to be selected by the Committee in its
discretion.
CERTAIN TRANSACTIONS
In April of 1996, the Company acquired Advanced Fox, a
corporation owned by Stephen Rade. This acquisition is described
at page 25 of the Registration Statement on Form S-1
(No. 33-89039) filed by the Company with the Securities and
Exchange Commission (the "SEC") and is hereby incorporated by
reference. In consideration for the sale of Advanced Fox,
Mr. Rade received 645,000 shares of Common Stock, having an
aggregate market value of approximately $3.2 Million at the time
of the closing; the market value of those shares has declined to
$1.4 million as of May 1, 1998.
In April of 1996, the Company acquired Tauber Electronics, a
corporation owned by Robert W. Tauber. This acquisition is
described at page 25 of the Registration Statement on Form S-1
(No. 33-89039) filed by the Company with the SEC and is hereby
incorporated by reference. In consideration for the sale of
Tauber Electronics, Mr. Tauber received 300,000 shares of Common
Stock, having an aggregate market value of approximately
$1.5 Million at the time of the closing; the market value of
those shares has declined to $656,000 as of May 1, 1998.
In January of 1997, the Company acquired Battery Network.
Battery Network was owned by William S. Sapp, Sr. and his spouse
and by his three children, William S. Sapp, Sr., James Sapp and
Susan Sapp Grandt (collectively, the "Sapp Family"). Pursuant to
the acquisition of Battery Network, the Company entered into
employment agreements with each of William S. Sapp, Jr., James
Sapp and Susan Sapp Grandt, none of whom are currently employed
by the Company. This acquisition is described in Item 2 of the
Current Report on Form 8-K dated January 7, 1997 filed by the
Company with the SEC and is hereby incorporated by reference. In
consideration for the sale of Battery Network, the Sapp family
received 550,000 shares of Common Stock, having an aggregate
market value of approximately $2.5 Million at the time of the
closing; the market value of those shares has declined to
approximately $1.2 million as of May 1, 1998.
In connection with its acquisition of Advanced Fox, the
Company entered into an employment agreement with Stephen Rade.
This agreement provides for Mr. Rade to receive a salary of
$150,000 per year for a term of three years and obligates the
Company to continue such compensation for the full three year
term in the event of a termination of Mr. Rade's employment by
the Company without cause. In addition, the agreement contains a
covenant under which Mr. Rade has agreed not to compete with the
Company or to solicit any Company employees for a period of five
years, subject to a shorter period should the Company breach the
agreement.
In connection with its acquisition of Tauber Electronics,
the Company entered into a two year employment agreement with
Robert W. Tauber under the terms of which Mr. Tauber received a
salary of $150,000 during the first year of the agreement and a
salary of $120,000 during the second year of the agreement.
Mr. Tauber's employment agreement expired on April 11, 1998.
However, the agreement contains a covenant under which Mr. Tauber
has agreed not to compete with the Company or to solicit any
Company employees for a period of five years.
The principal offices of Advanced Fox are located in a
facility of approximately 6,400 square feet in Huntingdon Valley,
Pennsylvania which is owned by Rare Limited Partnership, of which
Mr. Rade and his spouse are partners. In connection with the
Advanced Fox acquisition, the Company entered into a five year
lease for this facility with Rare Limited Partnership. This
lease, as amended to reflect additions to the facility, provides
for an annual rent of $70,000 and requires the Company to pay
applicable real estate taxes, maintenance and insurance costs.
Rental payments for the 12 months ended December 31, 1997, 1996
and 1995 were $76,000, $70,000 and $55,800, respectively.
Except as disclosed in this Consent Statement, to the
knowledge of the Committee, none of the members of the Committee,
the persons participating in this consent solicitation on behalf
of the Committee, the Committee Nominees or any associate of any
of the foregoing: (i) owns beneficially, directly or indirectly,
or has the right to acquire, any securities of the Company or of
any parent or subsidiary of the Company, (ii) owns any securities
of the Company of record but not beneficially, (iii) has
purchased or sold any securities of the Company within the past
two years, (iv) has incurred any indebtedness for the purpose of
acquiring or holding securities of the Company, (v) is or has
been a party to any contract, arrangement or understanding with
respect to any securities of the Company within the past year,
(vi) has been indebted to the Company or any of its subsidiaries
since the beginning of the Company's last fiscal year, (vii) has
any arrangement or understanding with respect to future
employment by the Company or with respect to any future
transactions to which the Company or any of its affiliates will
or may be a party, (viii) knows of any currently proposed
transaction or series of similar transactions to which the
Company or any of its subsidiaries is to be a party, in which the
amount involved exceeds $60,000 and in which any of the foregoing
had or will have a direct or indirect material interest, or (ix)
has, had or will have a direct or indirect material interest in
any transaction with the Company since the beginning of the
Company's last fiscal year or in any proposed transaction, to
which the Company or any of its affiliates was or is a party.
None of the members of the Committee nor any of the Committee
Nominees have been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) during the past ten
years.
COMPENSATION OF CERTAIN EXECUTIVE OFFICERS AND DIRECTORS
Information relating to the compensation paid by the Company
to Stephen Rade is set forth in Item 11 of the Annual Report on
Form 10-K for the year ended December 31, 1997 filed by the
Company with the SEC and is hereby incorporated by reference.
The Company does not pay a fee to its directors, although it
does reimburse non-employee directors for expenses incurred in
attending meetings of the Board of Directors.
SECURITY OWNERSHIP OF THE COMMITTEE AND THE COMMITTEE NOMINEES
The following tables set forth certain information relating
to shares of Common Stock beneficially owned by each member of
the Committee, by each Committee Nominee and by their associates.
Beneficial ownership of shares of Common Stock is determined in
accordance with SEC Rule 13d-3d(1), which provides that a person
is deemed to own beneficially any stock with respect to which he,
directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares:
(i) voting power, which includes the power to vote or to direct
the voting of the stock, or (ii) investment power, which includes
the power to dispose or to direct the disposition of the stock.
A person is also deemed to be the beneficial owner of any stock
which he has the right to acquire (including through the exercise
of any option or warrant) within 60 days. Unless otherwise
indicated in a footnote, the beneficial owner of shares of Common
Stock identified in the tables below has sole voting and sole
investment power with respect to such shares.
<TABLE>
<CAPTION>
COMMON STOCK OWNED BY MEMBERS OF THE COMMITTEE
Name and Business Address of Shares Beneficially
Percent of
Beneficial Owner Owned
Class(1)
<S> <C>
<C>
Stephen Rade 645,000(2)
12.3%
3915 Sommers Drive
Huntingdon, PA 19006
Robert W. Tauber 245,000(3)
4.7%
2192 Harbour Heights Road
San Diego, CA 92019
William S. Sapp, Sr. 6,000(4)
Less than
17719 Old Winery Way
1%
Poway, CA 92064
</TABLE>
Footnotes
(1) Based upon information set forth in the Annual Report on
Form 10-K for the year ended December 31, 1997 as filed by
the Company with the SEC.
(2) Mr. Rade has pledged to purchase an additional 25,000 shares
of Common Stock following the adoption of the Committee's
proposals by the stockholders.
(3) Includes 50,000 shares issuable upon the exercise of an
option.
(4) Does not include 807,865 shares owned by Mr. Sapp's adult
children.
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK OWNED BY THE COMMITTEE NOMINEES
Name and Business Address of Shares Beneficially
Percent of
Beneficial Owner Owned
Class(1)
<S> <C>
<C>
Allan S. Kalish None(2)
N/A
828 Youngsford Road
Gladwyne, Pa 19035
Robert C. Meehan 79,950
1.5%
11 Johnson Avenue
Binghamton, NY 13905
</TABLE>
Footnotes
(1) Based upon information set forth in the Annual Report on
Form 10-K for the year ended December 31, 1997 as filed by
the Company with the SEC.
(2) Mr. Kalish has pledged to purchase 10,000 shares of Common
Stock if he is elected to the Board of Directors pursuant to
this Consent Solicitation.
<PAGE>
GENERAL INFORMATION
Record Date and Stockholders Entitled to Consent
Section 213(b) of the DGCL provides that the Board of
Directors may fix a record date for determining the stockholders
entitled to consent in writing to a corporate action without a
meeting. Section 213(b) further provides that, if no record date
shall have been previously fixed by the Board of Directors, the
record date for determining the stockholders entitled to consent
in writing to a corporate action shall be the first date on which
a signed written consent setting forth the action to be taken is
delivered to the corporation. The Board of Directors of the
Company did not fix in advance a record date for this consent
solicitation. Accordingly, pursuant to Section 213(b) of the
DGCL and for the purpose of setting a record date for this
consent solicitation, Stephen Rade delivered to the Company on
April 29, 1998 an executed written consent with respect to
645,000 shares of Common Stock owned by him. Accordingly, the
record date for purposes of this consent solicitation is
April 29, 1998 (the "Record Date") and only those stockholders of
record as of the close of business on that date are entitled to
execute a consent pursuant to this consent solicitation.
Consents Required
The Director Removal Proposal and the Director Election
Proposal can each be effected as soon as duly executed consents
in favor thereof are received from the holders of a majority of
the shares of Common Stock outstanding on the Record Date and are
delivered to the Company. However, in order for the foregoing
proposals to be effected, the required number of duly executed
consents must be delivered to the Company within 60 days of the
earliest dated consent (i.e., on or before June 29, 1998).
Execution of Consents
YOUR CONSENT IS IMPORTANT TO THE COMMITTEE, NO MATTER HOW
MANY OR HOW FEW SHARES OF COMMON STOCK YOU OWN. THE COMMITTEE
URGES YOU TO ACT TO REMOVE MESSRS. HABER AND TEEGER FROM THE
COMPANY'S BOARD OF DIRECTORS AND TO REPLACE THEM WITH
MESSRS. KALISH AND MEEHAN BY DULY SIGNING AND RETURNING THE
ENCLOSED WHITE CONSENT CARD IN ACCORDANCE WITH THE INSTRUCTIONS
SET FORTH BELOW.
You may consent to or withhold consent from the Director
Removal Proposal by marking the appropriate box on the enclosed
white consent card. You may also withhold your consent to the
removal of either Mr. Haber or Mr. Teeger by writing his name in
the space provided for this purpose on the white consent card.
If no instructions are given with respect to the Director Removal
Proposal, you will be deemed to have consented to the removal of
both of Messrs. Haber and Teeger.
The Committee recommends that you
consent to the removal of both of
Messrs. Haber and Teeger from the
Company's Board of Directors.
You may consent to or withhold consent from the election of
the Committee Nominees by marking the appropriate box on the
enclosed white consent card. You may also withhold your consent
to the election of either Mr. Kalish or Mr. Meehan by writing his
name in the space provided for this purpose on the white consent
card. If no instructions are given with respect to the Director
Election Proposal, you will be deemed to have consented to the
election of both of Messrs. Kalish and Meehan.
The Committee recommends that you
consent to the election of both of
the Committee Nominees.
A broker non-vote, a direction to withhold authority to
consent, an abstention or a failure to return a duly signed
consent will have the same effect as withholding consent to the
Committee's proposals.
If shares are held for your account in
"street name" by a brokerage firm, bank or
other intermediary, you must instruct the
person who is responsible for your account to
consent to the Committee's proposals. In
order to do so, you must mark, date and sign
the instruction card which accompanied this
Consent Statement and return it in the
enclosed envelope as soon as possible.
Revocation of Consent
A consent executed and delivered by a stockholder pursuant
to this consent solicitation may be revoked at any time before it
is delivered to the Company by means of: (i) a written
revocation of such consent, duly signed and dated by the
stockholder, or (ii) a later dated consent covering the same
shares. A revocation may be in any written form, provided that
it states clearly that the consent previously given is thereby
revoked and is duly signed and dated by the record holder. Any
such revocation or later dated consent must be delivered to the
Committee, c/o Beacon Hill Partners, Inc. at 90 Broad Street,
20th Floor, New York, New York 10004, or to the Company at
50 Tannery Road, Unit 2, North Branch, New Jersey 08876. In
order to be effective, such revocation or later dated consent
must be delivered prior to the time that written consents
executed by the holders of a majority of the outstanding shares
of Common Stock have been delivered to the Company. The
Committee requests that if a revocation or later dated consent is
delivered to the Company, a photocopy of that revocation or later
dated consent also be delivered to the Committee at the address
set forth above.
Solicitation of Consents
This Consent Statement is furnished in connection with the
solicitation by the Committee of written consents in the
accompanying form. The solicitation of consents will be made
principally by mail. In addition, consents may be solicited by
telephone, facsimile or in person. Solicitations may be made by
members of the Committee, without compensation. The Committee
has also retained Beacon Hill Partners, Inc., a proxy
solicitation firm ("Beacon Hill"), to assist it in the
solicitation of consents. The Committee has agreed to pay Beacon
Hill a fee of approximately $30,000 and to reimburse Beacon Hill
for its reasonable out-of-pocket expenses. The Committee has
also agreed to indemnify Beacon Hill Partners against certain
liabilities and expenses in connection with this solicitation,
including certain liabilities under the Federal securities laws.
Approximately 25 employees of Beacon Hill will solicit
stockholders on behalf of the Committee. Brokerage firms, banks
and other nominees who hold shares of Common Stock on behalf of
beneficial owners will be reimbursed by the Committee for the
reasonable out-of-pocket costs incurred by them in forwarding
consent materials to beneficial owners of shares of Common Stock.
The Committee estimates that the total expense of soliciting
consents pursuant to this solicitation will be approximately
$100,000 (exclusive of the costs of related litigation, if any,
which may occur), all of which will be borne by the Committee.
To date, expenses of approximately $15,000 have been incurred by
the Committee. If the Committee Nominees are elected, the
Committee intends to request reimbursement from the Company for
all or part of these expenses. The Committee does not anticipate
that its request for reimbursement will be submitted to a
stockholder vote.
Notice of Stockholder Action
If the actions proposed to be taken by the Committee
pursuant to this Consent Solicitation are in fact taken, the
Company will promptly notify all stockholders in writing,
including those stockholders who have not consented to such
actions as required by the DGCL.
Principal Executive Offices of the Company
The mailing address of the principal executive offices of
the Company is as follows: Batteries Batteries, Inc., 50 Tannery
Road, Unit 2, North Branch, New Jersey 08876
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
To the knowledge of the Committee (based upon the Annual
Report on Form 10-K for the year ended December 31, 1997 filed by
the Company with the SEC), there were 4,743,000 shares of Common
Stock issued and outstanding on the Record Date, each of which is
entitled to one vote.
The following table sets forth certain information relating
to the beneficial ownership of shares of Common Stock as of the
Record Date by: (i) persons who owned of record or beneficially
more than five percent of the Common Stock, (ii) the directors
and certain executive officers of the Company, and (iii) all
directors and executive officers of the Company as a group.
Except for the number of shares of Common Stock beneficially
owned by Messrs. Rade, Tauber, and Sapp, Sr., the information
appearing in the table below is based upon information set forth
in the Annual Report on Form 10-K for the year ended December 31,
1997 filed by the Company with the SEC and may not be accurate as
of the Record Date because changes in beneficial ownership may
have occurred since the effective date of the filing involved.<PAGE>
<TABLE>
<CAPTION>
Shares
Name and Business Address of
Beneficially Percent
Beneficial Owner Position or Title
Owned of Class
<S> <C>
<C> <C>
Stephen Rade Executive Vice President
645,000(1) 12.3%
3915 Sommers Drive and Director
Huntingdon, PA 19006
Robert W. Tauber Vice President and Director
245,000(2) 4.7%
2192 Harbour Heights Road
San Diego, CA 92019
William S. Sapp, Sr. Director
6,000(3) *
17719 Old Winery Way
Poway, CA 92064
Warren H. Haber Chairman of the Board and
235,006(4) 4.9%
Batteries Batteries, Inc. Director
50 Tannery Road
North Branch, NJ 08876
John Teeger Vice President, Secretary
105,862(5) 2.2%
Batteries Batteries, Inc. and Director
50 Tannery Road
North Branch, NJ 08876
Ronald E. Badke Vice President and Chief
34,999(6) *
Batteries Batteries, Inc. Financial Officer
50 Tannery Road
North Branch, NJ 08876
Bruce A. Barnet Director
27,626(7) *
Batteries Batteries, Inc.
50 Tannery Road
North Branch, NJ 08876
John Simon Director
10,360(8) *
Batteries Batteries, Inc.
50 Tannery Road
North Branch, NJ 08876
Fred Corrado Director
10,000(6) *
Batteries Batteries, Inc.
50 Tannery Road
North Branch, NJ 08876
William S. Sapp, Jr. Greater than 5% stockholder
278,932(9) 5.8%
17778 Old Winery Way
Poway, CA 92064
James Sapp Greater than 5% stockholder
250,093(10) 5.3%
c/o Battery Zone
26 Gates Head Drive
Bridgewater, NJ 08807
Susan Sapp Grandt Greater than 5% stockholder
278,840(11) 5.8%
3731 Pitzen Road
McHenry, IL 60050
Alan W. Baldwin President, Chief Executive
66,667(12) *
Batteries Batteries, Inc. Officer and Director
50 Tannery Road
North Branch, NJ 08876
David R. Peterson President of Battery Network
27,917(13) *
Batteries Batteries, Inc.
50 Tannery Road
North Branch, NJ 08876
All Directors and Officers
1,423,437(14) 28.2%
as a Group (13 Persons)
* Less than 1 percent
Footnotes
(1) Mr. Rade has pledged to purchase an additional 25,000 shares
of Common Stock following the adoption of the committee's
proposals by the stockholders.
(2) Includes 50,000 shares issuable upon the exercise of an
option.
(3) Does not include 807,865 shares owned by Mr. Sapp's adult
children.
(4) Includes 50,000 shares issuable upon the exercise of an
warrant, but does not include an aggregate of 25,900 shares
owned by Mr. Haber's children and brother, as to which
shares he disclaims beneficial ownership.
(5) Includes 50,000 shares issuable upon the exercise of an
warrant, but does not include an aggregate of 24,173 shares
owned by Mr. Teeger's wife and children, as to which shares
he disclaims beneficial ownership.
(6) Represents shares issuable upon the exercise of an option or
options within 60 days.
(7) Includes 10,360 shares issuable upon the exercise of an
option.
(8) Represents shares issuable upon the exercise of an option or
options within 60 days; does not include shares owned by
Allen & Company Incorporated, of which Mr. Simon is a
Managing Director.
(9) Includes 92,977 shares issuable upon the exercise of
options.
(10) Includes 72,608 shares issuable upon the exercise of
options.
(11) Includes 93,280 shares issuable upon the exercise of
options.
(12) Includes 10,360 shares issuable upon the exercise of options
within 60 days.
(13) Includes 16,667 shares issuable upon the exercise of options
within 60 days.
(14) Includes 299,053 shares subject to the options and warrants
described in the foregoing notes.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by
reference in this Consent Statement:
- Annual Report of the Company on Form 10-K for the
year ended December 31, 1997;
- Current Report of the Company on Form 8-K dated
January 7, 1997; and
- Registration Statement of the Company on Form S-1
(No. 33-80939).
The Committee will provide without charge to each person to
whom this Consent Statement is delivered, upon the written or
oral request of such person and by first class mail or other
equally prompt means within one business day of receipt of such
request, a copy of any and all of the information that has been
incorporated by reference in this Consent Statement. Any such
request should be made to the Committee, c/o Beacon Hill, as
follows:
Beacon Hill Partners, Inc.
90 Broad Street, 20th Floor
New York, New York 10004
(800) 755-5001
In New York (212) 843-8500
<PAGE>
APPENDIX A
INFORMATION RELATING TO THE PURCHASE AND SALE
OF SHARES OF COMMON STOCK BY ROBERT C. MEEHAN
Date of Nature of Number
Transaction Transaction of Shares
06-26-97 Purchase 5,000
06-27-97 Purchase 25,000
08-12-97 Sale 5,000
08-13-97 Sale 10,000
08-15-97 Sale 10,000
08-21-97 Purchase 10,250
08-22-97 Purchase 2,700
08-27-97 Purchase 7,050
09-09-97 Sale 5,000
11-06-97 Purchase 5,000
11-07-97 Purchase 5,000
11-10-97 Purchase 10,000
11-11-97 Purchase 5,000
11-18-97 Purchase 3,000
12-04-97 Purchase 2,000
12-08-97 Purchase 5,000
12-09-97 Purchase 15,000
12-30-97 Purchase 5,000
01-13-98 Purchase 3,000
01-22-98 Purchase 1,550
03-23-98 Sale 3,550
03-27-98 Purchase 3,950
<PAGE>
This Consent is Solicited by the Batteries Batteries, Inc.
Committee to Maximize Shareholder Value
BATTERIES BATTERIES, INC.
WRITTEN CONSENT TO STOCKHOLDER ACTION
Pursuant to Section 228(a) of the Delaware General
Corporation Law, the undersigned, being the holder of record on
April 29, 1998 (the "Record Date") of shares of the $.001 par
value
common stock (the "Common Stock") of Batteries Batteries, Inc. (a
Delaware corporation hereinafter referred to as the "Company") or
being duly authorized to act on behalf of such a holder, hereby
consents in writing to each of the following actions, such
consent
to be applicable to all of the shares of Common Stock held of
record by the undersigned on the Record Date and to all of the
shares of Common Stock held of record on the Record Date by any
person who has duly authorized the undersigned to act on his
behalf:
1. Director Removal Proposal THE COMMITTEE RECOMMENDS
CONSENT/FOR THIS PROPOSAL
RESOLVED, that each of the directors of the Company
identified below (and any other person or persons who may be
elected or appointed to the Board of Directors of the Company
after
the Record Date and prior to the effective date of this
stockholder
action, including any person who may be elected or appointed as a
successor to any director identified below) be and is hereby
removed without cause as a director of the Company, effective
immediately:
Warren H. Haber John L. Teeger
____ ____
/___/ Consent/For /___/ Consent Withheld
Instruction: To withhold consent to the removal of a
specific director, write his name here:
_________________.
If no box is marked, you will be deemed to have consented
to the Director Removal Proposal.
2. Director Election Proposal THE COMMITTEE RECOMMENDS
CONSENT/FOR THIS PROPOSAL
RESOLVED FURTHER, that the following persons be and are
hereby elected as directors of the Company, effective
immediately,
each of whom shall serve until the next annual meeting of the
stockholders of the Company and until his successor is duly
elected
and has qualified:
Allan S. Kalish Robert C. Meehan
____ ____
/___/ Consent/For /___/ Consent Withheld
Instruction: To withhold consent to the election of a
specific nominee, write his name here:________________.
If no box is marked, you will be deemed to have consented
to the Director Election Proposal.
IN WITNESS WHEREOF, this Written Consent is duly
executed
on the date set forth below.
Dated:____________________
______________________________
Signature
______________________________
Signature (If held
jointly)
_______________________________
Title or Authority
(If applicable)
Please sign exactly as your name appears hereon. If stock
is
held jointly, each joint owner should sign. If signing for a
corporation or partnership or as attorney-in-fact or other
fiduciary, please indicate your full title.
PLEASE MARK, DATE AND SIGN THIS CONSENT CARD AND RETURN IT
AS
PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE.
</TABLE>
