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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D. C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT
(PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to section 240.14a-11/copyright/ or
section 240.14a-12
STREICHER MOBILE FUELING, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
STREICHER MOBILE FUELING, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
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
(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 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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 previous filing by registration statement number, or the Form or
Schedule and the date of filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.:
(3) Filing Parties:
(4) Date Filed:
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STREICHER MOBILE FUELING, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 28, 1998
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To the shareholders of
Streicher Mobile Fueling, Inc.
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders of
Streicher Mobile Fueling, Inc., a Florida corporation (the "Company"), will be
held at 11:00 a.m., local time, on Friday, August 28, 1998 at Sheraton Suites
Cypress Creek, 555 N.W. 62nd Street, Fort Lauderdale, Florida, for the following
purposes:
(1) To elect five directors to the Company's Board of Directors, to
serve until the next annual meeting of shareholders or until
their successors are duly elected and qualified;
(2) To transact such other business as may properly come before
the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on July 17, 1998
as the record date of determining those shareholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournments thereof.
Whether or not you expect to be present, please sign, date and return
the enclosed proxy card in the enclosed pre-addressed envelope as promptly as
possible. No postage is required if mailed in the United States.
By Order of the Board of Directors,
Stanley H. Streicher
President and Chief Executive Officer
Fort Lauderdale, Florida
August 1, 1998
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE RESPECTFULLY
URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE.
SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS ATTEND THE MEETING,
REVOKE THEIR PROXY AND VOTE THEIR SHARES IN PERSON.
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS
OF
STREICHER MOBILE FUELING, INC.
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PROXY STATEMENT
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DATE, TIME AND PLACE OF ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Streicher Mobile Fueling, Inc., a Florida
corporation (the "Company"), of proxies from the holders of the Company's Common
Stock, par value $0.01 per share (the "Common Stock"), for use at the 1998
Annual Meeting of Shareholders of the Company, to be held at 11:00 a.m., local
time, on the 28th day of August, 1998, at Sheraton Suites Cypress Creek, 555
N.W. 62nd Street, Fort Lauderdale, Florida, or any adjournment(s) thereof (the
"Annual Meeting"), pursuant to the enclosed Notice of Annual Meeting. The
approximate date this Proxy Statement and the enclosed form of proxy are first
being sent to holders of Common Stock is on or around August 1, 1998. The
principal executive offices of the Company are located at 2720 N.W. 55th Court,
Fort Lauderdale, Florida 33309.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Board of Directors of
the Company. The giving of a proxy does not preclude the right to vote in person
should any shareholder giving the proxy so desire. Shareholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the Secretary
of the Company at the Company's principal executive offices a written revocation
or duly executed proxy bearing a later date; however, no such revocation will be
effective until written notice of the revocation is received by the Company at
or prior to the Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Shareholders and the enclosed proxy is to be borne
by the Company. In addition to the use of mail, employees of the Company may
solicit proxies personally and by telephone and facsimile. They will receive no
compensation therefor in addition to their regular salaries. Arrangements will
be made with banks, brokers and other custodians, nominees and fiduciaries to
forward copies of the proxy material to their principals and to request
authority for the execution of proxies. The Company will reimburse such persons
for their expenses in so doing.
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PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will consider and
vote upon the following matters:
1. The election of five directors to serve until the next annual
meeting of shareholders or until their successors are duly
elected and qualified;
2. Such other business as may properly come before the Annual
Meeting, including any adjournments thereof.
Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth above)
will be voted (i) FOR the election of the five nominees for director named
below, and (ii) in their discretion, or such other proposals as may properly
come before the Annual Meeting. In the event a shareholder specifies a different
choice by means of the enclosed proxy, his shares will be voted in accordance
with the specification so made.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors has set the close of business on July 17, 1998
(the "Record Date"), as the record date for determining shareholders of the
Company entitled to notice of and to vote at the Annual Meeting. As of the
Record Date there were 2,575,000 shares of Common Stock issued and outstanding,
all of which are entitled to be voted at the Annual Meeting. Holders of Common
Stock are entitled to one vote per share on each matter that is submitted to
shareholders for approval.
The attendance, in person or by proxy, of the holders of shares of
Common Stock representing a majority of the outstanding shares of such stock is
necessary to constitute a quorum. For purposes of electing directors at the
Annual Meeting, the nominees receiving the greatest number of votes of Common
Stock shall be elected as directors. The affirmative vote of a majority of the
shares of Common Stock present in person or by proxy at the Annual Meeting is
required for the approval of any other matter that may be submitted to a vote of
the shareholders. Abstentions are considered as shares present and entitled to
vote for purposes of determining the presence of a quorum and for purposes of
determining the outcome of any matter submitted to the shareholders for a vote,
but are not counted as votes "for" or "against" any matter. The inspectors of
election will treat shares referred to as "broker or nominee non-votes" (shares
held by brokers of nominees as to which instructions have not been received from
the beneficial owners or persons entitled to vote and the broker or nominee does
not have a discretionary voting power on a particular matter) as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. For purposes of determining the outcome of any matter as to which the
proxies reflect broker or nominee non-votes, shares represented by such proxies
will be treated as not present and not entitled to vote on that subject matter
and therefore will not be considered by the inspectors of election when counting
votes cast on the matter (even though those shares are considered entitled to
vote for quorum purposes and may be entitled to vote on other matters.) If less
than a majority of the outstanding shares of Common Stock are represented at the
Annual Meeting, a majority of the shares so represented may adjourn the Annual
Meeting from time to time without further notice.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock as of July 8, 1998 by (a)
each person known to the Company to own beneficially more than five percent of
the Company's outstanding Common Stock, (b) each director (including nominees)
who owns any such shares, (c) each Named Executive Officer and (d) the directors
and executive officers of the Company as a group:
COMMON STOCK
BENEFICIALLY OWNED(2)
----------------------
NAME OF BENEFICIAL OWNER(1) SHARES PERCENT
- --------------------------- ------ -------
Stanley H. Streicher (3).................... 1,551,00 55.9%
E. Scott Golden (4)......................... 13,000 *
Joseph M. Murphy (5)........................ 12,000 *
John H. O'Neil, Jr. (5)..................... 12,000 *
L. Phillips Reames (5)...................... 12,000 *
All directors and executive officers
as a group (8 persons).................... 1,600,500 56.7%
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* Less than one percent.
(1) Unless otherwise indicated, the address of each 5% or more beneficial
owner identified is 2720 N.W. 55th Court, Fort Lauderdale, Florida
33309.
(2) Based on 2,575,000 shares of Common Stock outstanding. Pursuant to the
rules of the Securities and Exchange Commission (the"Commission"),
certain shares of Common Stock which a person has the right to acquire
within 60 days of July 8, 1998 pursuant to the exercise of stock
options are deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.
(3) Includes (i) 1,351,500 shares owned by Streicher Enterprises, Inc.
(Enterprises"), of which Stanley H. Streicher owns 100% of the
outstanding capital stock and (ii) 200,000 shares issuable upon the
exercise of options that are presently exercisable. Excludes 800,000
shares issuable upon exercise of stock option held by Mr. Streicher
that are not exercisable within 60 days of July 8, 1998.
(4) Includes (i) 1,000 shares owned directly by Mr. Golden and (ii) 12,000
shares issuable upon the exercise of options that are presently
exercisable.
(5) Includes 12,000 shares subject to presently exercisable options.
ELECTION OF DIRECTORS
NOMINEES
The Company's Articles of Incorporation provide that the Board of
Directors shall consist of not less than one member, the exact number of
directors to be determined from time to time by resolution adopted by the Board
of Directors. The Company's Bylaws provide that the number of directors shall be
fixed from time to time, within the limits specified by the Articles of
Incorporation, by resolution of the Board of Directors. The Board of Directors
has fixed at five the number of directors that will constitute the Board for the
ensuing year. Each director elected at the Annual Meeting will serve for a term
expiring at the 1999 Annual Meeting of Shareholders, expected to be held in
August 1999, or until his successor has been duly elected and qualified. Stanley
H. Streicher, E. Scott Golden, Joseph M. Murphy, John H. O'Neil, Jr., and L.
Phillips Reames, each of whom is an incumbent director, have been nominated to
be elected at the Annual meeting by the holders of Common Stock and proxies will
be voted for such persons absent contrary instructions.
The Board of Directors has no reason to believe that any nominee will
refuse to act or be unable to accept election; however, in the event that a
nominee for a directorship is unable to accept election or if any other
unforeseen contingencies should arise, it is intended that proxies will be voted
for the remaining nominees and for such other person as may be designated by the
Board of Directors, unless it is directed by a proxy to do otherwise.
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Each of the nominees for election as a director of the Company is a
current member of the Board of Directors. Mr. Streicher has served as a director
since 1996 and Messrs. Golden, Murphy, O'Neil and Reames have served as
directors since 1997. Mr. Reames serves as the designee of Argent Securities,
Inc. which has the right to designate one individual for election as a director
until December 2001.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of the Company are as follows:
NAME AND ADDRESS AGE POSITION AND OFFICE
- ---------------- --- -------------------
Stanley H. Streicher 55 President, Chief Executive Officer
Director and Founder
Walter B. Barrett 40 Vice President, Finance; Chief Financial Officer
and Treasurer
Steven E. Alford 32 Vice President, Operations
Timothy W. Koshollek 34 Vice President, Marketing
E. Scott Golden 42 Director
Joseph M. Murphy 51 Director
John H. O'Neil, Jr. 68 Director
L. Phillips Reames 54 Director
Mr. Streicher has served as President and Chief Executive Officer of
the Company since its inception in October 1996. Mr. Streicher has also served
as the President and Chief Executive Officer of Streicher Enterprises, Inc.
("Enterprises") the Company's predecessor, since its inception in 1983. During
the period 1979 to 1983, Mr. Streicher operated a mobile fueling business which
became the Company's predecessor. From 1972 to 1979, Mr. Streicher served as
supervisor of receiving of AT&T's Montgomery Material Management Center, where
he designed systems to expedite material and equipment handling. From 1965 to
1972, Mr. Streicher served to the rank of Captain in the United States Military
in various leadership capacities, including the command of an aviation division
together with the responsibility for scheduling aircraft and their refueling.
Mr. Barrett has served as Vice President, Finance and Chief Financial
Officer of the Company since July 1997. From 1991 to 1997 Mr. Barrett was Vice
President of Finance and Chief Financial Officer of Devcon International Corp.,
a supplier of construction materials and services throughout the Caribbean and
Southeastern Florida.
Mr. Alford has served as Vice President, Operations of the Company
since March 1998. From December 1992 to February 1998, Mr. Alford was employed
by Enterprises and the Company in various supervisory and managerial positions.
Mr. Koshollek has served as the Vice President, Marketing since March
1998. Prior to that and from October 1996 Mr. Koshollek served as Vice President
of Marketing and Operations of Enterprises and the Company. From 1991 to 1994,
Mr. Koshollek was responsible for sales and management of a wholesale seafood
company. From 1989 to 1991, he was the operations manager of Enterprises
responsible for its Southeast division fuel delivery operations.
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Mr. Golden has served as a Director of the Company since January 1997.
Mr. Golden has maintained his own law office since 1988. From 1983 to 1988, Mr.
Golden was an attorney at Buck & Golden, P.A., where he was vice president.
Mr. Murphy has served as a Director of the Company since January 1997.
Since August 1983 Mr. Murphy has served as President and Chief Executive Officer
of Murphy Management, a management consulting and executive search firm he
founded, which specializes in the retail, general merchandise, supermarket and
food industries.
Mr. O'Neil, Jr. has served as a Director of the Company since January
1997. Since February 1998, Mr. O'Neil has served as Chairman of Health
Foundation of South Florida, a non-profit charitable foundation, and has served
as its Chief Executive Officer since February 1996. Mr. O'Neil has served as
Chairman of Cedars Medical Center since May 1992.
Mr. Reames has served as a Director of the Company since January 1997.
Since 1981, Mr. Reames has served as the Chairman of Argent Securities, Inc.
("Argent"), an investment banking firm.
SUMMARY COMPENSATION TABLE
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries to or on behalf
of the Company's Chief Executive Officer (the "Named Executive Officer") for the
fiscal years ended January 31, 1998, 1997, and 1996. No other executive
officer's salary and bonus equaled or exceeded $100,000 for such years.
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION (1) COMPENSATION
---------------------------- ------------
NAME AND FISCAL YEAR ALL OTHER
PRINCIPAL POSITION ENDED 1/31 SALARY BONUS COMPENSATION
------------------ ----------- ------ ----- ------------
Stanley H. Streicher,.. 1998 $275,000 -- --
President & Chief Executive 1997 246,550 -- --
Officer 1996 150,113 -- --
(1) The column for "Other Annual Compensation" has been omitted because
there is no compensation required to be reported in such columns. The
aggregate amount of perquisites and other personal benefits provided to
the named Executive Officer is less that 10% of the total annual salary
and bonus of such officer.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Stanley H.
Streicher effective December 11, 1996, pursuant to which Mr. Streicher serves as
President and Chief Executive Officer of the Company. The term of the agreement
is five years. The term of agreement will automatically renew for two successive
two-year terms, unless notice of termination is given prior to a renewal period.
The agreement provides that Mr. Streicher shall receive an initial annual base
salary of $275,000 which shall be increased to reflect the change of the cost of
living, based upon the change, from the preceding January 1, in the consumer
price index for All Urban Consumers, as published by the U.S. Bureau of Labor
Statistics. In addition to salary, Mr. Streicher will be eligible to participate
in a bonus pool which will provide him additional compensation of up to 10% of
the Company's pre-tax earnings.
The agreement provides that if Mr. Streicher's employment is terminated
as a result of his death or disability, he or his estate will receive for a
period of six months his base salary in effect as of the date of termination and
a prorated amount of any bonuses. The agreement also provides that in the event
Mr. Streicher's employment is terminated "without cause" or for "good reason,"
Mr. Streicher will receive, in addition to any salary, bonus and other
compensation accrued through the date of termination, a lump sum equal to the
greater of the full amount of salary,
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bonuses and other compensation due under the agreement for the remainder of the
term and three times the then-existing salary and most recent annual bonus. The
agreement further provides that Mr. Streicher will not compete with the Company
(i) while employed by the Company, and (ii) for a period of two years following
termination of employment. In the event that his employment is terminated
without cause, as a result of his death or disability, or upon a change of
control (as defined in the employment agreement), all options to purchase Common
Stock held by Mr. Streicher shall become immediately exercisable. The Company
may terminate the agreement for "justifiable cause" which as defined therein
means Mr. Streicher's conviction of felony involving moral turpitude, fraud,
dishonesty, or any crime in connection with his employment which causes the
Company substantial detriment; continual gross neglect of his duties;
unauthorized dissemination or use of confidential information of the company; or
engaging in competition with the Company during the term of the agreement.
Pursuant to the agreement, the Company is obligated to pay all legal expenses
associated with any legal proceedings concerning the interpretation of the
agreement.
The agreement further provides Mr. Streicher with stock options that
will enable him to acquire up to an aggregate of 1,000,000 shares of Common
Stock at an exercise price equal to the initial offering price of the Company
following the closing of the Company's Public Offering. The exercise of the
stock options is contingent upon the Company achieving either a specified
earnings per share level or a specified stock price level (the "performance
threshold"), for the corresponding fiscal year-end. Commencing with fiscal
year-ended January 31, 1998 and at each of the four fiscal year ends thereafter,
200,000 of such options will be come exercisable if the Company achieves
earnings per share of $.36, $.42, $.52., $.62 and $.74 for the fiscal years
ended January 31, 1998, 1999, 2000, 2001 and 2002, respectively, (or cumulative
earnings per share after fiscal 1998 of $.66, $1.09, $1.61, $2.23 and $2.97,
respectively,) or the closing bid price of the Company's Common Stock on any 20
consecutive trading days during such fiscal year is $7.25, $8.75, $10.50, $12.50
and $15.00, respectively, or the Company has cumulative net income of $2
million, $3 million, $4 million, $5 million and $6 million, respectively. For
any fiscal year after January 31, 1998 in which the Company attains the
foregoing earnings per share, stock price or cumulative net income targets, any
options eligible for vesting in prior years which were not vested and
exercisable because the targets for such fiscal years were not achieved, shall
become exercisable. In addition, for any fiscal year in which the Company
attains the earnings per share, stock price or cumulative net income targets
applicable to a subsequent fiscal year, all options eligible for vesting in such
subsequent fiscal year shall vest and become exercisable. If any of the
Company's publicly traded Warrants are exercised, the options shall vest and
become exercisable pro rata (based on the number of Warrants exercised) to the
extent not already vested in accordance with the foregoing. Regardless of the
Company's performance, all of the stock options granted to Mr. Streicher shall
vest and become exercisable ten years from the date of the grant.
During 1997 and 1998, the Company entered into employment agreements with
its other executive officers. The agreements are for a term of one year for
Walter B. Barrett (Vice President, Finance and Chief Financial Officer) and
three years for Steven E. Alford (Vice President, Operations) and Timothy W.
Koshollek (Vice President, Marketing). Unless notice of non-renewal is given by
the Company or the executive officer, each agreement will automatically renew
for successive one-year terms. Pursuant to the agreements, each executive
officer receives an annual base salary and is eligible to participate in a
management incentive bonus pool. If the Company terminates his employment other
than for "justifiable cause," death or disability, each executive is entitled to
receive his salary for the remaining term of the agreement, subject to certain
minimum amounts. Each executive has also agreed not to compete with the Company
for a period of two years following termination of his agreement (other than a
termination by the Company without justifiable cause or a termination by the
Company or the executive following a change in control).
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STOCK OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning option
exercises in fiscal year ending January 31, 1998, the number of options held by
the Named Executive Officer as of January 31, 1998 and the value (based on the
fair market value of a share of stock at fiscal year-end) of in-the-money
options outstanding as of such date.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES JANUARY 31, 1998 JANUARY 31, 1998 (1)
ACQUIRED VALUE --------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stanley H. Streicher...... 0 -- 200,000 800,000 -- --
</TABLE>
- ------------
(1) The closing sale price for the Company's Common Stock as reported on the
NASDAQ SMALLCAP MARKET on January 30, 1998 was $3.75. Value is calculated
by multiplying (a) the difference between $3.75 and the option exercise
price by (b) the number of shares of Common Stock underlying the option.
COMPENSATION COMMITTEE OR BOARD REPORT ON COMPENSATION
The Company's executive compensation program is administered by the Board
of Directors. The Board's general philosophy with respect to compensation of the
Company's executive officers has been to offer competitive compensation designed
to attract and retain key executives critical to the long-term success of the
Company and to recognize and individual's contribution and personal performance.
The principal component of executive compensation has been base salary.
Executive officers may also be granted bonuses and stock options.
BASE SALARIES. Base salaries are initially determined by evaluating the
responsibilities of the position held and by reference to the competitive
marketplace for executive talent through review of an individual's background
and overall expertise in the Company's line of business and the salaries of
similarly situated executives. The Company believes that it is competitive with
respect to initial base salaries. Increases to base salaries are also influenced
by the performance of the Company and the individual against established goals
and objectives.
ANNUAL BONUS. The Company maintains an annual incentive bonus program
which provides for the payment of cash bonuses to executive officers and other
key employees of the Company based upon Company's financial performance and
individual performance. While these bonus awards are based upon the Company's
pre-tax earnings, the Committee strived to align the bonus plan targets with the
Company's long-term goals so that strategic focus is maintained. No bonuses were
paid to the Company's executive officers during the fiscal year ended January
31, 1998.
OPTIONS. The Company's Stock Option Plan provides such an incentive
through the award of stock options to executive officers and other key
employees. The Stock Option Plan is administered by the Board of Directors. No
stock options were granted to the Company's executive officers during the fiscal
year ended January 31, 1998, except to one new executive officer in connection
with his hiring. During February 1998, the Board of Directors granted options to
purchase an aggregate of 50,000 shares to two of the Company's executive
officers.
EMPLOYMENT AGREEMENTS. The Company has entered into employment agreements
with its four executive officers. Accordingly, the compensation payable to these
officers for fiscal 1998 and subsequent years will be determined pursuant to
their employment agreements.
Stanley H. Streicher E. Scott Golden John H. O'Neil, Jr.
L. Phillips Reames Joseph M. Murphy
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors does not presently have a Compensation
Committee. Stanley H. Streicher, the Company's President and Chief Executive
Officer, is a member of the Board of Directors and has participated in
deliberations of the Board concerning executive officer compensation or
performance. Mr. Streicher does not participate in discussions regarding his own
compensation or performance appraisals.
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DIRECTOR COMPENSATION
The Company compensates each non-employee director a director's fee of
$1,000 per month. In addition, the company's directors are reimbursed for any
out-of-pocket expense incurred by them for attendance at meetings of the Board
of Directors or committees thereof. In February 1997, each non-employee director
was granted options to purchase 12,000 shares of Common Stock which options vest
at a rate of 1,000 shares per month, commencing on February 1, 1997. On February
18, 1998, the Board of Directors lowered the exercise price of such options from
$8.375 per share to $3.69 per share (the closing sales price of the Common Stock
on the date of such action). Such options are callable by the Company at any
time (i) after February 1, 2002 or (ii) when the bid price for the Common Stock
is at least $20.00 per share.
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PERFORMANCE TABLE
The following table shows the cumulative total shareholder return of
the Company's Common Stock over the fiscal periods ended January 31, 1998 and
1997 as compared to the total returns of the NASDAQ Stock Market Index and the
Russell 2000 Index. Returns are based on the change in year-end to year-end
price and assume reinvested dividends. The table assumes $100 was invested on
December 11, 1996 (the date of the Company's initial public offering) in the
Company's Common Stock, the NASDAQ Stock Market Index and the Russell 2000
Index.
CUMULATIVE TOTAL RETURN
------------------------------
12/11/96 1/97 1/98
-------- ---- ----
Streicher Mobile Fueling, Inc. 100.0 107.81 46.88
Nasdaq Stock Market (U.S.) 100.0 107.01 126.44
Russell 2000 100.0 104.65 123.63
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CERTAIN TRANSACTIONS
The Company was incorporated in October 1996. Prior to the Company's
initial public offering on December 11, 1996, the Company's business was
conducted through the Mobile Fueling Division of Streicher Enterprises, Inc.
("Enterprises"), which began mobile fueling operations in 1983. On December 11,
1996, Enterprises completed a corporate reorganization pursuant to which
Enterprises transferred to the Company all assets, liabilities and operations of
its Mobile Fueling Division. At January 31, 1998, the Company had a note
receivable from Enterprises in the amount of $451,806, which represents tax
benefits of the Company used by Enterprises, cash advances to Enterprises and
certain expenses of Enterprises paid by the Company prior to its initial public
offering. The note receivable bears interest at 8.25% per annum and requires
payment of interest only until January 31, 2007, when all accrued interest and
unpaid principal will become due and payable.
The Company has entered into four operating leases with Mr. Streicher
for the lease of the Company's headquarters and three division offices. These
leases expire at varying times through August 2015. Total rent expense under
these leases will average approximately $83,000 for each of the next five years.
Rental payments totaling approximately $95,000 for the year ended January 31,
1998 were paid to Mr. Streicher.
Mr. Streicher's employment agreement provides that two percent per
annum of the outstanding balance of any Company debt personally guaranteed by
Mr. Streicher be paid to him in quarterly installments. These payments totaled
$76,000 for the year ended January 31, 1998. As of January 31, 1998, Mr.
Streicher had been released from all personal guarantees of the Company's debt.
Mr. Golden performed legal services for the Company during the fiscal
year ended January 31, 1998 and may be retained to provide legal advice to the
Company from time to time in the future.
Argent served as the Company's underwriters in its initial public
offering. In connection with the offering, Argent was granted an option to
purchase up to 100,000 shares of Common Stock at a price of $9.30 per share and
100,000 Warrants at a price of $.19375 per Warrant. Each Warrant shall entitle
Argent to purchase one share of Common Stock at $9.30 per share. Argent's option
is exercisable for a period of four years, commencing December 11, 1997.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and executive officers, and persons who
own more than 10 percent of the Company's Common Stock, to file with the
Securities and Exchange Commission (the "SEC") initial reports of ownership and
reports of changes in ownership of Common Stock. Officers, directors and greater
than 10 percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and representations that no other reports
were required, during the fiscal year ending January 31, 1998, all of the
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with except that (i)
Form 3s (Initial Statement of Beneficial Ownership of Securities) were not filed
on a timely basis for Walter B. Barrett and Steven E. Alford and (ii) Form 4s
(Statement of Changes in Beneficial Ownership were not filed on a timely basis
for stock option grants made to Walter B. Barrett, Timothy W. Koshollek, Steven
E. Alford, E. Scott Golden, Joseph M. Murphy, John H O'Neil, Jr. and L. Phillips
Reames.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Company's independent public accountant for the year ended January
31, 1998 was the firm of Arthur Andersen, L.L.P. It is expected that
representatives of Arthur Andersen, L.L.P. will attend the Annual Meeting, have
an opportunity to make statements if they desire to do so, and be available to
respond to appropriate questions.
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OTHER BUSINESS
The Board knows of no other business to be brought before the Annual
Meeting. If, however, any other business should properly come before the Annual
Meeting, the persons named in the accompanying proxy will vote proxies as in
their discretion they may deem appropriate, unless they are directed by a proxy
to do otherwise.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and Exchange
Commission, a shareholder intending to present a proposal to be presented at the
1999 Annual Meeting of Shareholders must deliver a proposal in writing to the
Company's principal executive offices on or before May 1, 1999.
By Order Of The Board Of Directors
Stanley H. Streicher
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Fort Lauderdale, Florida
August 1, 1998
11
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FORM OF PROXY
STREICHER MOBILE FUELING, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY
The undersigned holder of Common Stock of STREICHER MOBILE FUELING,
INC., a Florida corporation (the "Company"), hereby appoints Stanley H.
Streicher and Walter B. Barrett and each of them, as proxies for the
undersigned, each with full power of substitution, for and in the name of the
undersigned to act for the undersigned and to vote, as designated below, all
shares of Common Stock of the Company that the undersigned is entitled to vote
at the Company's 1998 Annual Meeting of Shareholders, to be held on August 28,
1998, at 11:00 a.m., local time, at the Sheraton Suites Cypress Creek, 555 N.W.
62nd Street, Fort Lauderdale, Florida and at any adjournments or postponements
thereof.
1. ELECTION OF DIRECTORS.
VOTE FOR ALL NOMINEES LISTED AT RIGHT EXCEPT VOTE WITHHELD FROM THE
NOMINEE(S) NAMED BELOW (IF ANY) [ ]
VOTE WITHHELD FROM ALL NOMINEES [ ]
NOMINEES: Stanley H. Streicher E. Scott Golden
John H. O'Neil, Jr. Joseph M. Murphy
L. Phillips Reames
(Instruction: To withhold authority for an individual nominee, write
that nominee's name on the line provided below.)
______________________________________________________________________
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION
OF ALL THE DIRECTOR NOMINEES LISTED IN PROPOSAL (1).
2. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournment or postponement thereof.
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" THE ELECTION OF ALL DIRECTOR NOMINEES LISTED HEREIN.
PLEASE MARK, SIGN AND DATE THIS PROXY CARD AND PROMPTLY RETURN IT IN THE
ENVELOPE PROVIDED. NO POSTAGE NECESSARY IF MAILED WITHIN THE UNITED STATES.
The undersigned hereby acknowledges receipt of (i) the Notice of Annual
Meeting, (ii) the Company's Proxy Statement for the Annual Meeting and (iii) the
Company's 1998 Annual Report to Shareholders.
DATE_______________________________________________________
SIGNATURE__________________________________________________
SIGNATURE (If held jointly)________________________________
Note: Please sign exactly as your name appears hereon and mail it promptly even
though you may plan to attend the meeting. 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
partnership, please sign in the partnership name by authorized person.
