<PAGE>
SCHEDULE 14A INFORMATION}
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
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(Name of Registrant as Specified In Its Charter)
N/A
- ------------------------------------------------------------------------------
(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 of 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>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
of
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
To All Shareholders:
The annual meeting of the shareholders of The Publishing Company of North
America, Inc. (the "Company") will be held at the Company's corporate office
located at 186 N. Industrial Park Drive, Lake Helen, Florida, 32744, on May 28,
1997 at 10:00 a.m., for the following purposes:
1. To elect two members to the board of directors of the Company to serve for a
three-year term until the Company's annual meeting, and their successors
are elected and qualified.
2. To ratify the appointment of Ernst & Young, LLP as independent auditors for
the fiscal year ended December 31, 1997.
3. For the transaction of other lawful business that may properly come before
the meeting.
The board of directors has fixed the close of business on March 31, 1997,
as the record date for a determination of shareholders entitled to notice of,
and to vote at, this annual meeting or any adjournment thereof.
Please vote, date, sign and mail the enclosed proxy promptly in the
enclosed return envelope.
By Order of the Board of Directors
Dated: April 30, 1997
By: Peter S. Balise, Secretary
<PAGE>
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
PROXY STATEMENT
The enclosed proxy is solicited by Peter S. Balise and D. Scott Plakon on
behalf of the Board of Directors (the "Board") of The Publishing Company of
North America, Inc. (the "Company") for use at the annual meeting of
shareholders on May 28, 1997 at 10:00 a.m. to be held at the Company's corporate
office located at 186 N. Industrial Park Drive, Lake Helen, Florida, 32744.
Such solicitation is being made by mail, and the Company may also use its
officers to solicit proxies from shareholders either in person or by telephone
or letter without extra compensation. All expenses of this solicitation will be
paid by the Company. Since proxies are being solicited by the Board, it may be
deemed to have a conflict of interest in recommending how shareholders vote for
the proposals. An inherent conflict of interest may arise from the Board
recommending their own re-election. A proxy may be revoked by delivering a
written notice of revocation to the principal office of the Company or in person
at the meeting at any time prior to the voting thereof. If a shareholder wishes
to give a proxy to someone other than management, he or she may cross out the
names appearing on the enclosed proxy form, insert the name of some other
person, sign and give the form to that person for use at the meeting.
Only shareholders of record at the close of business on March 31, 1997 (the
"Record Date") are entitled to notice of, and to vote at, the meeting. Each
share of common stock outstanding on the record date is entitled to one vote on
all proposals. Messrs. Balise and Plakon, the Company's President and Executive
Vice-President, are holders of an aggregate of 1,773,450 shares of the Company's
stock, equal to 43.1% of the outstanding stock. As of the close of business on
March 31, 1997, 4,114,000 shares of common stock of the Company were
outstanding.
All proposals require a vote of the majority of the shareholders present in
person or by proxy except for the election of directors who shall be elected by
a plurality of such votes. Proxies which abstain on one or more proposals and
"broker non-votes" will be deemed present for quorum purposes for all proposals
to be voted on at the meeting. Broker non-votes occur where a broker holding
stock in street name votes the shares on some matters but not others. The
missing votes are broker non-votes. Client directed abstentions are not broker
non-votes. Abstentions and broker non-votes are counted in tabulations of the
votes cast on proposals presented to the shareholders and will have the same
effect as a vote against the proposals. Shareholders whose shares are in street
name and do not return a proxy are not counted for any purpose and are neither
an abstention nor a broker non-vote. Shareholders who sign, date and return a
proxy but do not indicate how their shares are to be voted are giving management
full authority to vote their shares as they deem best for the Company.
This proxy statement and the accompanying proxy are first being mailed to
shareholders on or about April 30, 1997.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth the number of shares of the Company's voting
stock beneficially owned as of March 31, 1997 by (i) those persons known to be
by the Company owners of more than 5% of the Company's common stock, (ii) each
director of the Company, and (iii) all executive officers and directors of the
Company as a group:
<PAGE>
Amount and
Nature of
Name and Address of Beneficial Percent of
Class Beneficial Ownership Ownership(1) Class
- -------------------------------------------------------------------------------
Common Stock Peter S. Balise 1,103,725 26.8%
The Publishing Company of
North America, Inc.
186 N. Industrial Park Drive
Lake Helen, FL 32744-0280
Common Stock D. Scott and Suzanne Plakon 669,725(2) 16.3%
The Publishing Company of
North America, Inc.
186 N. Industrial Park Drive
Lake Helen, FL 32744-0280
Common Stock James M. Koller 12,200(3) *
and Vested The Publishing Company of
Options North America, Inc.
186 N. Industrial Park Drive
Lake Helen, FL 32744-0280
Common Stock Matt Butler 73,000(4) 1.8%
and Vested 731 N. 156th Avenue
Options Omaha, NE 68127
Common Stock Alan Cohen 248,000 6.0%
560 Sylvan Avenue, #330
Englewood Cliffs, NJ 07632
Common Stock Mark and Lee Golden 446,000(5) 10.8%
1110 S.W. Ivanhoe Blvd.
Unit 20
Orlando, FL 32804
Common Stock Phillip S. and Carol Hofmann 253,454(4,6) 6.2%
and Vested 1079 W. Morse Blvd.
Options Winter Park, FL 32789
Common Stock John D. McKey, Jr. 13,000(4,7) *
and Vested 2081 E. Ocean Drive
Options 2nd Floor
Stuart, FL 34996
All directors and executive officers 2,125,104 51.4%
of the Company as a group (six persons)
* Less than 1% of class
(1) Beneficial ownership has been determined in accordance with Rule
13d-3 under the Securities Exchange Act of 1934 and includes shares
underlying any options which vest within 60 days of the Record
Date, I.E., March 31, 1997. Unless otherwise noted, the Company
believes that all persons named in the table have sole voting and
investment power with respect to all securities beneficially owned
by them.
(2) All shares are owned by Mr. and Mrs. Plakon as tenants by the entireties.
<PAGE>
(3) Includes 5,000 shares issued April 15,1997 and 2,000 shares of
common stock underlying vested stock options granted pursuant to
the Company's 1996 Stock Plan (the "Plan"). Does not include
15,000 shares underlying unvested options granted pursuant to the
Company's Plan.
(4) Includes 5,000 shares of common stock underlying vested options and 3,000
shares of common stock granted pursuant to the Company's Plan.
(5) Includes 336,000 shares owned jointly by Mr. and Mrs. Golden as
tenants by the entireties, 100,000 shares of common stock owned
individually by Mrs. Golden and 10,000 shares of common stock owned
by Mr. and Mrs. Golden's son. Mr. Golden disclaims all beneficial
ownership as to the 100,000 and 10,000 shares owned by his wife and
son, respectively. Mrs. Golden disclaims all beneficial ownership
as to the 10,000 shares owned by her son.
(6) Includes 245,454 shares of common stock owned by Mr. and Mrs.
Hofmann as tenants by the entireties.
(7) Mr. McKey is serving on the Company's Board as the designee of the
underwriter (the "Underwriter") of the Company's initial public
offering (the "IPO"). The Underwriter has designated a new
candidate to replace Mr. McKey. See Item 1. "Election of
Directors". With Mr. McKey's anticipated replacement, 2,000 shares
of common stock and 10,000 options shall be cancelled.
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BOARD OF DIRECTORS
The business of the Company is managed under the direction of the Board.
It has responsibility for establishing broad corporate policies and for the
overall performance of the Company. It is not, however, involved in the
operating details on a day-to-day basis. The Board is kept advised of the
Company's business through regular written communications and discussions with
management.
The Company has not paid any cash compensation to any person for serving as
a director. The Company does not intend to compensate non-employee directors
for serving as directors except to reimburse them for expenses incurred in
connection with their service as directors and to issue automatic grants of
stock and non-qualified stock options pursuant to the Plan as described herein.
Directors who are employees receive no compensation for serving as directors;
however, they are reimbursed for out-of-pocket expenses incurred in connection
with their service as directors.
BOARD MEETINGS AND COMMITTEES
The Board of the Company held one meeting during the fiscal year ended
December 31, 1996 and executed Unanimous Consents in lieu of formal meetings on
five occasions. Prior to March 11, 1996, the Company did not have a Board as
permitted by Florida law. In 1996, the shareholders executed two Unanimous
Consents in lieu of formal meetings. All directors attended the meeting of the
Board in person.
The Company has established a compensation committee and an audit committee
both of which are comprised of Messrs. Plakon, Butler and McKey. No meetings of
either committee were held in 1996.
3
<PAGE>
The compensation committee administers the Company's 1996 Stock Plan (the
"Plan") and makes recommendations to the full Board concerning compensation,
including incentive arrangements, of the Company's officers and key employees.
The audit committee reviews the engagement of the independent accountants
and reviews the independence of its auditors. The audit committee also reviews
the audit and non-audit fees of the independent accountants and the adequacy of
the Company's internal accounting controls.
CURRENT BOARD OF DIRECTORS
AGE POSITION
NAME WITH COMPANY SINCE TERM ENDING
- -----------------------------------------------------------------------------
Peter S. Balise 38 Chairman of the Board,
President and Secretary 1996 3 years 1999
D. Scott Plakon 38 Executive Vice President,
Treasurer and Director 1996 3 years 1999
Matt Butler 38 Director 1996 2 years 1998
Phillip S. Hofmann 49 Director 1996 1 year 1997
John D. McKey, Jr. 53 Director 1996 1 year 1997
ITEM 1. ELECTION OF DIRECTORS
Two Class C directors are to be elected at the annual meeting. The
Company's Articles, as amended, provide for a staggered Board designed to elect
approximately one-third of the directors each year. Initially, Class A
directors serve a three-year term, Class B directors serve a two-year term and
Class C directors serve a one-year term. Messrs. Balise and Plakon are Class A
directors, Mr. Butler is a Class B director and Messrs. Hofmann and McKey are
Class C directors, with their terms expiring in 1999, 1998 and 1997,
respectively. Accordingly, only Messrs. Hofmann and McKey are up for
re-election this year. However, the Underwriter has selected Mr. Richard Silver
to serve on the Board in lieu of Mr. McKey. Accordingly, the Company's
principal shareholders will vote for Mr. Silver's election. Upon election
Messrs. Hofmann and Silver will hold office for a three-year term until the
annual meeting of shareholders held in 2000 and their successors are elected and
qualified. However, Mr. Silver has agreed to resign if no longer employed by
the Underwriter.
The nominees for the Board are set forth below. The proxy holders intend
to vote all proxies received by them for the nominees for director listed below
unless instructed otherwise. In the event any nominee is unable or declines to
serve as a director at the time of the annual meeting, the proxies will be voted
for any nominee who shall be designated by the present Board, and in the case of
Mr. Silver, pursuant to direction by the Underwriter, to fill the vacancy. In
the event that additional persons are nominated for election as directors, the
proxy holders intend to vote all proxies received by them for the nominee listed
below unless instructed otherwise. As of the date of this proxy statement, the
Board is not aware of any nominee who is unable or will decline to serve as a
director.
4
<PAGE>
The directors shall be elected by a plurality of the votes of the shares
cast at the annual meeting.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
POSITION WITH
NAME AGE THE COMPANY SINCE NEW TERM
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Phillip S. Hofmann 49 Director 1996 3 years
Richard Silver 44 None N.A. 3 years
PHILLIP S. HOFMANN has been a director of the Company since November 1996.
For approximately the past 20 years, Mr. Hofmann has been President and Chief
Executive Officer of Hofmann, Pauley & Associates, Inc., a company which was
engaged in the distribution of implantable medical devices. He is currently a
managing director of Forte Mercantile Group and has been engaged as a financial
consultant for the past two years. In 1992, Mr. Hofmann served as Vice Chairman
of the Board of Nyer Medical Group, Inc., a Nasdaq Small Cap issuer.
RICHARD SILVER, ESQ. has been a managing director of Laidlaw Equities,
Inc., which was the Underwriter of the Company's IPO, since March 1995. From
April 1994 through March 1995, Mr. Silver was Director of Closed End Funds with
Prudential Securities, Inc. From June 1991 through June 1993, Mr. Silver was a
principal with Cambridge Financial. Mr. Silver is admitted to practice law in
the State of New York and previously was an associate with the national law firm
of Weil, Gotchal & Manges in New York, New York specializing in taxation.
OTHER DIRECTORS
PETER S. BALISE founded the Company and has been its President and
Secretary since inception and was its Treasurer until March 1996. He was
elected Chairman of the Board in March 1996 when the Company amended its
articles of incorporation to eliminate shareholder management. From prior to
1991 to September 1993, Mr. Balise was President of the Company's predecessor.
From September 1993 through March 15, 1994, Mr. Balise was an employee of the
Company's predecessor.
D. SCOTT PLAKON has been the Company's Executive Vice President since
September 1994 and has been Treasurer and a director since March 1996. From
November 1990 through September 1994, Mr. Plakon was Branch Manager and
Associate Vice President of Chatfield Dean & Co., Inc., a broker-dealer with its
principal office located in Greenwood Village, Colorado.
MATT BUTLER became a director of the Company in June 1996. From November
1992 to date, Mr. Butler has been the Chairman and Chief Executive Officer of
Butler Holdings, Inc., the parent company of Hunt Transportation, Inc., Omaha,
Nebraska, which is engaged in the transportation of agricultural and
construction machinery and equipment throughout the United States. Previously,
from 1988 to November 1992, Mr. Butler was Vice President of Butler Holdings,
Inc.
5
<PAGE>
NON-DIRECTOR EXECUTIVE OFFICER
JAMES M. KOLLER has been the Company's Chief Financial Officer since
January 1996. Prior to that time, from October 1990 through December 1995, Mr.
Koller was Chief Financial Officer and Vice President of Kearney Systems, Inc.,
Orlando, Florida.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
annual and long-term compensation of the Company's Chief Executive Officer and
each executive officer who received compensation exceeding $100,000 for the
fiscal years ended December 31, 1994, 1995 or 1996.
SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL COMPENSATION
-------------------
<TABLE>
<CAPTION>
(a) (b) (c) (e) (i)
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL COMPENSATION COMPENSATION
POSITION YEAR SALARY ($) ($) $
- -------------------------- ---- ---------- ------------ -----------------
<S> <C> <C> <C> <C>
Peter S. Balise, 1996 $104,039 $ 2,388(8) $ 3,677(9)
Chief Executive Officer 1995 $ 74,000 $ 1,905(8) $ 174,399(10)
1994 $ 8,578 $ 922(8) $ 48,005(11)
D. Scott Plakon, 1996 $ 83,577 $ 4,781(8) $ 2,594(12)
Executive Vice President 1995 $ 61,263 $ 2,050(8) $ 116,266(13)
and Treasurer 1994 $ 14,200 $ -0- $ -0-
</TABLE>
(8) Consists of payment of health insurance premiums.
(9) Consists of $1,040 paid by the Company as its matching contribution to
Mr. Balise's 401(k) account and $2,637 in interest paid on a promissory
note for 1995 Subchapter S income which was paid in 1996. See "Related
Party Transactions".
(10) Consists of 1995 Subchapter S income distributed in 1996.
(11) Consists of 1994 Subchapter S income distributed in 1995.
(12) Consists of $836 paid by the Company as its matching contribution to Mr.
Plakon's 401(k) account and $1,758 in interest paid on a promissory note
for 1995 Subchapter S income which was paid in 1996.
(13) Consists of 1995 Subchapter S income distributed in 1996.
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6
<PAGE>
EXECUTIVE COMPENSATION AGREEMENTS
In May 1996, the Company has entered into three-year written employment
agreements with Messrs. Peter S. Balise and D. Scott Plakon. The agreements
provide for base annual salaries of $100,000 and $96,000, respectively, subject
to annual cost of living increases. Their employment agreements provide for
annual bonuses at the discretion of the Board. Mr. Balise also is entitled to
use a Company automobile.
Mr. James M. Koller, the Company's Chief Financial Officer, receives a
salary of $60,000 per annum pursuant to an oral agreement. Each of the
Company's executive officers also receive full reimbursement of health insurance
premiums rather than the one-half which all other employees receive.
In April of 1996 the Company established a 401(k) Salary Reduction Plan
covering substantially all employees with six months of service or more.
Participants may contribute up to 15% of his or her annual compensation. The
Company's matching contribution is determined annually by the Board. The
Company's contribution for 1996 was $6,152.
The Company does not have any other formal pension, profit sharing or such
other similar plans pursuant to which it pays additional cash or non-cash
compensation to its employees including the individuals specified above.
1996 STOCK PLAN
The Company has adopted (and the shareholders have approved) the Plan for
employees, consultants and directors covering 500,000 shares of common stock.
The Plan provides for the grant to employees of incentive stock options ("ISOs")
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), and for the grant of non-qualified stock options
(collectively "Options"). The Plan also provides for the grant of restricted
common stock.
As of March 31, 1997, the Company had 196,600 outstanding Options
exercisable from $2.63 to $6.25 per share including 17,000 Options held by Mr.
James M. Koller, the Company's Chief Financial Officer. All Options granted
vest at the rate of one-fifth each December 31st, subject to continued
employment, except automatic grants to directors who are not employees or 10%
shareholders, which vest at the rate of one-third each December 31st subject to
continued Board service. Once vested, Options may be forfeited under certain
circumstances.
The Plan is intended to comply with Section 16(b) of the Securities
Exchange Act of 1934 and Rule 16b-3 promulgated thereunder and other applicable
laws and is administered by the Board. The Board has the power to determine
eligibility to receive Options, the terms of any Options including the exercise
price, the number of shares subject to the Options, the vesting schedule and the
term of any such Options. The exercise price of all Options granted under the
Plan must be at least equal to the fair market value of the shares of common
stock on the date of grant. With respect to any participant who owns common
stock possessing more than 10% of the voting power of the Company's outstanding
common stock, the exercise price of any ISO granted must equal at least 110% of
the fair market value on the grant date and the maximum term of the ISO must not
exceed five years. The terms of all other Options granted under the Plan may not
exceed 10 years.
7
<PAGE>
The Plan provides for an automatic grant of 3,000 shares of common stock
and 15,000 Options to any non-employee director who is not a 10% shareholder,
which vest annually over a three-year term each December 31, provided that such
person is still serving as a director on the vesting date. The sole
consideration for the grant of the shares of common stock and Options consists
of the service as a director. As provided for in the Plan, the exercise price
of the Options is the closing price of the Company's common stock on the last
business day prior to the grant of Options.
The following table gives information as to all common stock and Options to
purchase the Company's common stock which were granted to each outside director
of the Company pursuant to the above automatic grant provisions of the Plan.
OUTSIDE DIRECTORS GRANTS OF
STOCK AND STOCK OPTION
AS OF MARCH 31, 1997
Average Option
Date of Number of Exercise Price
Name Grant Options/Shares Per Share
- ---- -------- -------------- --------------
Matt Butler June 18, 1996 15,000/3,000 $6.25
John D. McKey, Jr., Esq. June 18, 1996 15,000/3,000 $6.25
Phillip S. Hofmann November 25, 1996 15,000/3,000 $2.75
(14) As of March 31, 1997, no Options have been exercised.
(15) With Mr. McKey expected to not be elected to the Board at the 1997 annual
meeting, 2,000 shares of the common stock and 10,000 options shall be
cancelled.
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RELATED PARTY TRANSACTIONS
In March 1996, the Company borrowed $300,000 through the private placement
of six units, each unit consisting of aggregate of $50,000 principal amount of
notes and 5,000 shares of its common stock. The notes bore interest at a rate
of 8% per annum and were repaid upon the closing of the Company's IPO. The
Company's President and its Chief Financial Officer each purchased one-half
units and Messrs. Butler and McKey outside directors of the Company, each
purchased one unit. At the closing of the Company's IPO, each of these
individuals received interest on their note calculated in the same manner as
that received by non-affiliated investors in the private placement.
In March 1996, the Company paid its President and Executive Vice President
an aggregate of $116,266 representing a portion of 1995 Subchapter S income.
The Company issued notes to its shareholders for the balance of 1995 Subchapter
S income. In July 1996, the Company paid the notes plus accrued interest
including an aggregate of $178,795 paid to the Company's President and Executive
Vice President.
8
<PAGE>
During 1996, the Company entered into a consulting agreement with two of
its shareholders, one of whom is Mr. Phillip Hofmann; subsequent to entering
into this consulting agreement, Mr. Hofmann became a director of the Company.
The consulting agreement provides for the payment of $25,000 per annum to each
shareholder for three years in exchange for certain agreed upon consulting
services.
NO DELINQUENT FILINGS
To the best of the Company's knowledge based on a review of its files, all
Forms 3, 4 and 5 have been filed as required with the Securities and Exchange
Commission except Mr. James Koller filed late one Form 4. This Form 4 disclosed
his purchase of 2,500 shares of the Company's common stock at $5.50 per share.
ITEM 2. APPOINTMENT OF AUDITORS
Ernst & Young, LLP ("Ernst") independent public accountants, currently acts
as the independent auditors of the Company and has been selected by the Board to
act as auditors for the fiscal year ended December 31, 1997 subject to
shareholder approval. Unless directed to vote no, proxies being solicited will
be voted in favor of the ratification of Ernst as independent auditors for the
Company's fiscal year ended December 31, 1997. Ernst acted as auditors for the
Company for the fiscal year ended December 31, 1996. A representative of Ernst
will be present at the meeting to respond to questions.
Ratification of the appointment of Ernst as the Company's independent
accountants for fiscal 1997 will require the affirmative vote of at least a
majority of the votes represented in person or by proxy at the annual meeting.
Proxies solicited by management will be voted for the proposal unless instructed
otherwise.
ITEM 3. OTHER MATTERS
The Board has no knowledge of any other matters which may come before the
meeting and does not intend to present any other matters. However, if any other
matters shall properly come before the meeting or any adjournment thereof, the
persons soliciting proxies will have the discretion to vote as they see fit
unless directed otherwise.
If you do not plan to attend the meeting, in order that your shares may be
represented and in order to assure the required quorum, please sign, date and
return your proxy promptly. In the event you are able to attend the meeting, at
your request, the Company will cancel the proxy.
9
<PAGE>
SHAREHOLDERS' PROPOSALS
Any shareholder of the Company, who wishes to present a proposal to be
considered at the 1998 annual meeting of the shareholders of the Company and who
wishes to have such proposal presented in the Company's proxy statement for such
meeting, must deliver such proposal in writing to the Company no later than
December 31, 1997.
The Company will furnish without charge to any shareholder submitting a
written request a copy of the Company's annual report on Form 10-KSB as filed
with the Securities and Exchange Commission including financial statements and
schedules thereto. Such written request should be directed to Mr. James Koller
at the Company offices located at 186 N. Industrial Park Drive, Lake Helen,
Florida, 32744-0280.
By the Order of the Board of Directors
Peter S. Balise, Secretary
<PAGE>
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
THE PUBLISHING COMPANY OF NORTH AMERICA, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 28, 1997
The undersigned hereby appoints Peter S. Balise and D. Scott Plakon as my
proxy with power of substitution for and in the name of the undersigned to vote
all shares of common stock of The Publishing Company of North America, Inc. (the
"Company") which the undersigned would be entitled to vote at the annual meeting
of shareholders of the Company to be held at the Company's corporate office
located at 186 N. Industrial Park Drive, Lake Helen, Florida, 32744, on May 28,
1997 at 10:00 a.m., and at any adjournment thereof, upon such business as may
properly come before the meeting, including the items set forth below:
EACH SHARE OF COMMON STOCK OUTSTANDING ON THE RECORD DATE IS ENTITLED TO ONE
VOTE ON ALL PROPOSALS.
1. I hereby elect the following individuals to serve on the board of
directors of the Company for a three-year term until the Company's annual
meeting for 2000:
NAME YES NO
---- ---------- ----------
a) Phillip S. Hofmann
---------- ----------
b) Richard Silver
---------- ----------
2. I hereby ratify the appointment of Ernst & Young, LLP independent
auditors for the fiscal year ended December 31, 1997.
Yes No Abstain
------ ------ ------
3. I hereby authorize the transaction of any other lawful business that
may properly come before the annual meeting of shareholders.
Yes No Abstain
------ ------ ------
(Shares cannot be voted unless this proxy is signed and returned, or
specific arrangements are made to have the shares represented at the meeting).
IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE
BOARD OF DIRECTORS FOR ALL PROPOSALS.
Dated: , 1997
- ------------------------------- ----------------------
Signature of Shareholder
- ------------------------------------ -----------------------------------
Typed or Printed Name of Shareholder Number of Shares Owned
