WEB PRESS CORPORATION
22023 68th Avenue South
Kent, Washington 98032
_________________________________________________
Notice of Annual Meeting of Stockholders
to be held June 27, 1997
_________________________________________________
To Our Stockholders:
The Annual Meeting of the stockholders of Web Press Corporation
(the "Company") will be held at the Company's offices at 22023
68th Avenue South, Kent, Washington at 10:00 a.m., local time, on
Friday, June 27, 1997, for the following purposes:
1. To elect three persons to the Board of Directors
of the Company to serve until the election of their successors
now scheduled to occur at the 1998 Annual Meeting of the
stockholders;
2. To transact such other business as may properly
come before the meeting.
A proxy statement containing information regarding the above item
appears on the following pages. The Company's 1996 Annual Report
is enclosed.
The record of stockholders entitled to receive notice of and to
vote at the Annual Meeting was determined as of the close of busi
ness on May 16, 1997.
We have enclosed a proxy card which will enable you to vote your
shares on the issues to be considered at the meeting. All you
need to do is mark the proxy to indicate your vote, date and sign
the proxy, and then return it to the Company in the enclosed en
velope as soon as conveniently possible. If you wish to vote in
favor of the agenda item in accordance with the Board of
Director's recommendation, you need not mark your vote on the
proxy but need only sign, date, and return it to the Company.
Page 1 of 12
<PAGE>
Management sincerely appreciates your support. We hope to see
you at the Annual Meeting.
By Order of the Board of Directors,
/s/Craig L. Mathison
Craig L. Mathison
Secretary
May 30, 1997
Kent, Washington
________________________________________________________________
YOUR VOTE IS IMPORTANT!
Please mark, date and sign the enclosed proxy and promptly
return it to the Company in the enclosed envelope.
________________________________________________________________
<PAGE>
WEB PRESS CORPORATION
22023 68th Avenue South
Kent, Washington 98032
--------
PROXY STATEMENT FOR THE 1997
ANNUAL MEETING OF THE STOCKHOLDERS
INTRODUCTION
The 1997 Annual Meeting of stockholders of Web Press Corporation
(herein called either "Web Press" or the "Company") will be held
at 10:00 a.m., local time, on Friday, June 27, 1997, at the
Company's offices at 22023 68th Avenue South, Kent, Washington.
This proxy statement is being distributed at the direction of the
Company's Board of Directors and provides information concerning
the proposal on which stockholders are entitled to vote at the
Annual Meeting. The Company intends to commence distribution of
this proxy statement and the materials which accompany it on June
2, 1997. Except as otherwise expressly indicated, all informa
tion herein is provided as of May 16, 1997. Solicitation pur
suant to this proxy statement may be followed by personal
solicitation of certain stockholders by management.
Each stockholder of record is invited to use the proxy card which
accompanies this proxy statement to vote on (or to abstain from
voting on) the proposal to be presented at the Annual Meeting.
For the reasons indicated elsewhere in this proxy statement, Web
Press' Board of Directors recommends that stockholders vote FOR
the agenda item on the proxy card. A stockholder who desires to
vote on the matter in accordance with the Board's recommendation
need, however, only date, sign and return the enclosed proxy
card. The Company requests that the dated and signed proxy be
returned as soon as possible.
The record of stockholders entitled to receive notice of and to
vote at the Annual Meeting was determined as of the close of busi
ness on May 16, 1997 (herein called the "record date"). At that
time, 3,105,413 shares of Web Press common stock were outstand
ing. Each share of the common stock entitles its holder to one
vote.
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors has nominated three individuals
for election to the Board to serve until the 1998 annual stock
holders' meeting or until their successors are elected and
qualified. The nominees are G.B. Palmer, R.M. Sprague, and P.F.
Dunn. All of the nominees are presently members of the Board.
If, on account of death or any other unforeseen contingency, any
of such nominees should not be available for election, then the
Board of Directors will either (i) reduce the size of the Board
to eliminate the position for which the person was nominated or
(ii) nominate a new candidate for election to the Board in place
of the person unable to serve and vote in favor of the new
candidate all shares covered by management proxies on which
authority to vote for management nominees has not been generally
withheld. Any such changes will be announced at the Annual
Meeting but no advance notice of such change will be mailed or
otherwise provided to the stockholders.
Management recommends that you vote for the nominees named above
for election to the Board of Directors.
The Board has determined that three directors (two outside direc
tors and one member of management) are adequate, and the Board
does not intend, at this time, to increase the size of the Board
to the maximum of nine members allowed by the Company's By-laws.
The following table identifies the three persons nominated by the
Board of Directors for election to the Board at the 1997 Annual
Meeting and with respect to each person named shows: (i) his
age; (ii) his principal business experience during the past five
years (including all positions and offices held with the
Company); and (iii) the year in which he first became a member of
the Board of Directors.
Experience during Director
Name Age Past Five Years Since
____ ___ _________________ ________
G.B. Palmer 49 General Manager since 12/20/96
December 20,1996.
Director of Manufacturing
since September, 1990.
R.M. Sprague 57 Founder and owner 1/30/97
Sprague Metal Co.,
a manufacturer of
sheet metal products.
P.F. Dunn 48 Tax Manager with the State 2/25/97
and Local Division,
The Boeing Company.
<PAGE>
FUNCTIONS AND MEETINGS OF THE BOARD OF DIRECTORS
AND ITS COMMITTEES
The Board of Directors has the ultimate authority for the manage
ment of the Company's business and objectives. The Board selects
the Company's executive officers, delegates responsibilities for
the conduct of Company operations to those officers, and monitors
their performances. The Board of Directors, which consisted of
Directors W.R. Marcouiller, W.F. Carmody, and G.C. Sanborn, Jr.,
held two meetings during 1996. Each director attended more than
75% of the total board and committee meetings. Directors
Marcouiller, Carmody, and Sanborn all subsequently resigned their
positions on the Board. Their successors, G.B. Palmer, R.M.
Sprague, and P.F. Dunn held a board meeting in February, 1997.
A number of important functions of the Board of Directors are per
formed by the committees which are comprised solely of members of
the Board. The Board has designated two committees: an Audit Com
mittee and a Compensation Committee. The Board as a whole ap
points members to these committees, from among the outside direc
tors, at the first meeting of the Board which occurs after the
election to the Board of Directors. The Board retains the power
to change at any time the authority or responsibility delegated
to each committee or the members serving on such committee.
The Audit Committee performs the following principal functions:
It recommends to the Board of Directors the firm of independent
public accountants to audit the Company's financial statements
for each fiscal year; reviews with the Company's independent
auditors the general scope of their audit services; reviews the
nature and extent of the non-audit services supplied by the
Company's independent auditors; reviews with the independent
auditors the results of their audit; reviews reports and recommen
dations made to the Committee by company personnel and by inde
pendent auditors; reviews programs to monitor accounting prac
tices and the effectiveness of internal accounting controls;
reviews exceptions to such programs as are brought to its atten
tion; approves the fees for services rendered by the independent
auditors; and consults with management as it deems appropriate on
the results of its reviews. The current members of the audit com
mittee are P.F. Dunn and R.M. Sprague. The Committee, which did
not include any of the current members, met once in 1996.
The Compensation Committee reviews remuneration and recommends to
the Board of Directors any changes in remuneration (including
salaries, options, commissions, bonuses, fringe benefits, and in
centive compensation) for the officers and managers of the Com
pany. The current members of the Compensation Committee are R.M.
Sprague and P.F. Dunn. The Committee, which did not include any
of the current members, met once in 1996.
The Board of Directors does not have a standing committee respon
sible for nominating persons to become directors.
<PAGE>
MANAGEMENT RENUMERATION AND TRANSACTIONS
The following table sets forth the aggregate total cash compensa
tion accrued during the fiscal years ended December 31, 1996,
1995, and 1994 for the Chief Executive Officer of the Company.
<TABLE>
Annual Compensation
___________________
<CAPTION>
<S> <C> <C> <C> <C> <C>
Name and Principal Salary Bonus Long-Term All Other
Position Year ($) ($) Compensation Compensation
W.R. Marcouiller 1996 168,301 25,763 0 400,000 (1)
President/General 1995 164,145 64,416 0 0
Manager and 1994 159,970 0 0 0
Director
(Retired December 20, 1996)
G.B. Palmer 1996 55,000 0 0 0
(General Manager/Director effective December 20, 1996.)
<FN>
(1) On December 20, 1996, Mr. Marcouiller retired as
President/General Manager of the Company and resigned as a Director
of the Company. His employment agreement with the Company stipulated
that a payment of $400,000 would be due him upon termination of his
employment. That amount is included in All Other Compensation.
</TABLE>
The registrant and Mr. Marcouiller entered into a separation
agreement on March 5, 1997. Under terms of the agreement, the
Company is to pay Mr. Marcouiller a performance bonus of 12.5% of the
pre-tax earnings of the Company for the six month period ending June
30, 1997.
Directors who are not employees of the Company are paid $50 per
meeting and $300 per year for participation on the audit or com
pensation committees.
No officer, director, nominee or associate of any officer, direc
tor, or nominee was indebted to the Company in an amount in ex
cess of $60,000 at any time during the fiscal year ended
December 31, 1996.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Compensation Committee regularly meets once each
year and holds special meetings as required. The Committee is
currently composed of two outside directors, R.M. Sprague, its
Chairman, and P.F. Dunn. The Committee is responsible for
reviewing and approving compensation and benefit programs that
cover officers and key executives of the Company. This includes
oversight of salary levels and salary changes for corporate of
ficers, annual bonus plan award and payment decisions, stock op
tions, change of control agreements, and any other forms of
remuneration. In addition, the Committee evaluates performance
<PAGE>
of management, considers management succession, and deals with
other matters related to senior management.
The Committee, in reviewing compensation packages including
salaries, commissions, bonuses and stock options for its
officers and key executives, uses periodic compensation surveys
by such consulting firms as Milliman & Robertson Consulting,
Washington Employer's, and Panel's Officer Compensation Report.
It also considers S.E.C. and annual report information
concerning compensation received by officers of similar
companies, as well as information received from executive
placement firms.
The Company's Vice President of Sales receives commission income
only, but is permitted to draw against commissions during the
course of the year.
The remainder of the officers and directors are under no formal
compensation agreements but all are paid based on the
competency, skills, and experience required by their positions.
The Compensation Committee has determined that all are being
compensated reasonably and fairly.
The Compensation Committee expects that all compensation paid by
the Company to its executive officers will be within the limits
of deductibility under Section 162(m) of the Internal Revenue
Code.
(The foregoing report was furnished by Messrs. Sprague
(Chairman) and Dunn.)
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total
stockholder return on the Company's Common Stock against the
cumulative total return of the Standard & Poor's Midcap 400
Index and the Standard & Poor's Machinery-Diversified Index for
the period of five years commencing December 31, 1991 and ending
December 31, 1996. The graph assumes that $100 was invested on
December 31, 1990 in each of the Company's Common Stock, the
Standard & Poor's Midcap 400 Index and the Standard & Poor's
Machinery-Diversified Index and that all dividends were rein
vested. This data was furnished by Standard & Poor's Compustat
Services, Inc.
Note that "Stockholders' Return" is measured by changes in the
market price of stock adjusted for dividends paid. Since Web
Press Corporation stock is very thinly traded, the market price
of its stock does not, in management's opinion, accurately
reflect the performance of the Company.
The printing press manufacturing industry has been in a severe
recession. Web's performance should be measured against other
companies in that industry; however, figures for Web's com-
<PAGE>
petitors are not available. The Standard & Poor's figures are
believed to be the most nearly comparable, but they obviously do
not provide a direct comparison with companies in the printing
press manufacturing industry.
<TABLE>
Annual Return Percentage
YEARS ENDING
__________________________________
<CAPTION>
<S> <C> <C> <C> <C> <C>
Company/Index Dec-92 Dec-93 Dec-94 Dec-95 Dec-96
______ ______ ______ ______ ______
WEB PRESS CORP -21.67 0.00 -32.62 68.42 17.19
S&P MIDCAP 400 2.04 48.07 -2.66 23.41 24.64
INDEX
MACHINERY 11.91 13.95 -3.58 30.94 19.20
(DIVERSIFIED)
<CAPTION>
Indexed Returns
YEARS ENDING
________________________________________
<S> <C> <C> <C> <C> <C> <C>
Company/Index Dec-91 Dec-92 Dec-93 Dec-94 Dec-95 Dec-96
WEB PRESS CORP 100 78.33 78.33 52.78 88.89 104.17
S&P MIDCAP 400 100 102.04 151.09 147.07 181.50 226.22
INDEX
MACHINERY 100 111.91 127.53 122.96 161.00 191.91
(DIVERSIFIED)
<FN>
Assumes that the value of the investment in Web Press Corp. common
stock and each index stock was $100 on December 31, 1991 and that
all dividends were reinvested.
</TABLE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 16, 1997, information
with respect to the beneficial ownership of common stock of the
Company by each person who is known by the Company to have owned
beneficially more than 5% of the Company's common stock, and by
each of its executive officers and directors, and by its
executive officers and directors as a group:
<TABLE>
<CAPTION>
<S> <C> <C>
Percent
Name and Address Shares Owned of Class
W. R. Marcouiller
9140 S.E. 54th
Mercer Island, WA 1,837,500 (1) 59.17%
W. F. Carmody
10826 Auburn Ave. S.
Seattle, WA 98178 155,800 (2) 5.02
R. M. Sprague
417 Milwaukee Blvd. N.
Pacific, WA 98047 53,200 1.71
G. B. Palmer
285 Mt. Rainier Pl. NW
Issaquah, WA 98027 0 *
P. F. Dunn
9768 Waters Ave S.
Seattle, WA 98118 0 *
C. L. Mathison
4504 SW Director Pl.
Seattle, WA 98136 0 *
C. A. Gath
640 Jasminie Pl N.W.
Issaquah, WA 98027 6,000 (3) *
All directors and
officers as a group
(5 persons) 59,200 1.9%
<FN>
* Less than 1%.
(1) Does not include 214,500 shares (6.91%) owned by Mr.
Marcouiller's adult children as to which he disclaims beneficial
ownership.
(2) Includes 800 shares held as custodian for Mr.
Carmody's child as to which he disclaims beneficial ownership.
<PAGE>
(3) Includes 1,000 shares held as custodian for Mr. Gath's
grandchild as to which he disclaims beneficial ownership.
Mr. Gath is the Company's Vice President of Sales.
</TABLE>
R.M. Sprague, a Director of the Company and owner of Sprague
Metal Company, has an ongoing relationship with the Company as a
supplier of sheet metal products and other miscellaneous parts.
This relationship is expected to continue in the future. During
the fiscal year ended December 31, 1996, the Company purchased
parts costing $162,494 from the Sprague Metal Company. The
Company's management negotiates purchase orders and prices for
the items purchased. Management believes the prices paid are
competitive with other sources.
APPOINTMENT OF AND SERVICES PERFORMED
BY INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton audited the Company's financial statements for
the year ended December 31, 1996. This firm has audited the con
solidated financial statements of the Company since 1994. A
representative of the firm will be present at the Annual
Meeting with the opportunity to make a statement if he/she so
desires, and will be available to respond to appropriate
questions raised orally at the meeting or submitted to the
Company's Secretary before the meeting.
With the recommendation of the Audit Committee, the Board of
Directors has appointed Grant Thornton to audit the Company's
financial statements for the year ending December 31, 1997.
In addition to auditing, Grant Thornton performed other
professional services for the Company during 1996.
GENERAL INFORMATION
Quorum and Adjournments
_______________________
A majority of the voting power represented by the common stock
outstanding on the record date will constitute a quorum for the
transaction of business at the Annual Meeting of stockholders.
All management proxies grant authority to vote the shares
covered thereby: (i) to adjourn the Annual Meeting of
stockholders until a quorum can be obtained or for any other
reason deemed desirable by management; (ii) to set the time
at which the meeting will be held after any such adjournment;
and (iii) on all issues which come up for vote at the meeting
whenever it is held after any such adjournment.
Voting of Proxies Solicited by the Board of Directors
_____________________________________________________
All shares of common stock represented by any proxy card in the
accompanying form which is completed as directed on the
accompanying proxy card or in any other manner reasonably
<PAGE>
satisfactory to the Company and which is received by the
Company in time to permit voting (a "management proxy") will be
voted as directed on such proxy and, in the absence of such
directive, will be voted FOR the election as directors of the
Company of the persons nominated by the Board of Directors.
Under applicable law, the three persons who receive the
greatest number of votes cast for election of directors will be
elected. Abstention from voting for one or more directors will
have the practical effect of voting against such director or
directors since it will mean fewer votes for approval. Broker
non-votes will have the same effect.
Management of the Company does not know of any matter which
will be presented for action at the 1997 Annual Meeting in
addition to the matter identified in this proxy statement. All
shares covered by management proxy will be voted with respect
to any other matter not described in this proxy statement,
which is properly brought before the meeting, in accordance
with the judgment of the proxies.
Revocability of Proxies
_______________________
Any proxy may be revoked by the person or persons giving it at
any time before it has been exercised at the meeting by giving
notice of revocation to the Company's Secretary in writing or
by voting by ballot at the meeting.
Section 16(a) Beneficial Ownership Report Compliance
____________________________________________________
Section 16(a) of the Securities and Exchange Act of 1934, as
amended, requires that certain of the Company's officers and
directors, and persons who own more than ten percent of a regis
tered class of the Company's equity securities, file reports of
ownership and changes of ownership with the Securities and Ex
change Commission. Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish
the Company with copies of all such forms they file.
Based solely on its review of the copies of such forms received
by the Company, the Company believes that, in 1996, all filing
requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with.
Solicitation Costs
__________________
This proxy statement has been issued in connection with the
solicitation of proxies by the Board of Directors. The Company
will pay the cost of the preparation and mailing of this proxy
statement and all other costs in this proxy solicitation.
<PAGE>
1998 Stockholder Proposals
__________________________
In order for a proposal by any stockholder to be included in
the proxy statement and form of proxy which will be issued by
the Company in connection with the 1998 Annual Meeting of
stockholders, the proposal (i) must be delivered in writing to
the Company's Secretary at 22023 68th Ave., South, Kent,
Washington, 98032 not later than February 28, 1998 and (ii)
must satisfy the conditions established by the Securities and
Exchange Commission as necessary to entitle such proposal to be
included in the proxy statement and form of proxy.
Reports to Stockholders
_______________________
The Company has mailed this proxy statement and a copy of its
1996 Annual Report to each stockholder entitled to vote at the
meeting. Included in the 1996 Annual Report are the Company's
consolidated financial statements for the fiscal year ended
December 31, 1996.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1996, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED WITHOUT
CHARGE BY SENDING A WRITTEN REQUEST THEREFOR TO THE
SECRETARY/TREASURER, WEB PRESS CORPORATION, 22023 68TH AVE.,
SOUTH, KENT, WASHINGTON, 98032.
By order of the Board of Directors,
/s/ Craig L. Mathison
CRAIG L. MATHISON
Secretary
May 30, 1997
Kent, Washington
<PAGE>
