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 HAVANA GROUP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| 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:
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THE HAVANA GROUP, INC.
4450 Belden Village Street, N.W.
Suite 406
Canton, Ohio 44718
(330) 492-8090
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 6, 1999, AT 12:00 Noon
To the Shareholders of The Havana Group, Inc.
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Havana Group, Inc., a Delaware corporation (the "Company" or
"Havana"), will be held at the executive offices of TNR at 4450 Belden Village
Street, N.W., Suite 406, Canton, Ohio 44718, on July 6, 1999 at the hour of
12:00 noon local time for the following purposes:
(1) To elect three Directors of the Company for the coming year; and
(2) To transact such other business as may properly come before the
Meeting.
Only shareholders of record at the close of business on June 1, 1999 are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
By Order of the Board of Directors
William L. Miller, Chief Executive Officer
June 2, 1999
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING REGARDLESS
OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND THE MEETING IN
PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE. IF YOU DO ATTEND THE
MEETING, YOU MAY, IF YOU PREFER, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON.
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PROXY STATEMENT
This Proxy Statement and the accompanying proxy are furnished by the Board
of Directors of The Havana Group, Inc. ("Havana" or "the Company") in connection
with the solicitation of proxies for use at the Annual Meeting of Stockholders
(the "Meeting") referred to in the foregoing notice. It is contemplated that
this Proxy Statement (which includes the Company's AnnualRreport on Form 10-KSB
for its year ended December 31, 1998, exclusive of exhibits), together with the
accompanying form of proxy will be mailed together to shareholders on or about
June 2, 1999.
The record date for the determination of shareholders entitled to notice of
and to vote at the Meeting is June 1, 1999. On that date there were issued and
outstanding 1,860,000 shares of Common Stock, par value $.001 per share,
5,000,000 shares of voting Series A Preferred Stock and 1,100,000 shares of
voting Series B Preferred Stock. The Series A Preferred Stock and the Series B
Preferred Stock have the same voting rights as the Common Stock at the Company's
upcoming annual meeting and are collectively with the Common Stock hereinafter
referred to as the "Voting Stock." The presence, in person or by proxy, of the
holders of a majority of the shares of Common Stock outstanding and entitled to
vote at the Meeting is necessary to constitute a quorum. In deciding all
questions, a shareholder shall be entitled to one vote, in person or by proxy,
for each share held in his name on the record date. In proposal No. 1, directors
will be elected by a plurality of the Voting Stock cast at the Meeting. All
other proposals that may come before the meeting will be decided by a majority
of the Voting Stock cast at the Meeting.
All proxies received pursuant to this solicitation will be voted (unless
revoked) at the Annual Meeting of July 6, 1999 or any adjournment thereof in the
manner directed by a shareholder and, if no direction is made, will be voted for
the election of each of the management nominees for director in Proposal No. 1.
If any other matters are properly presented at the meeting for action, which is
not presently anticipated, the proxy holders will vote the proxies (which confer
authority to such holders to vote on such matters) in accordance with their best
judgment. A proxy given by a shareholder may nevertheless be revoked at any time
before it is voted by communicating such revocation in writing to the transfer
agent, Harris Trust and Savings Bank of New York at 311 West Monroe Street, 13th
Floor, Chicago, Illinois 60606, Attention Proxy Department or by executing and
delivering a later-dated proxy. Furthermore, any person who has executed a proxy
but is present at the Meeting may vote in person instead of by proxy; thereby
canceling any proxy previously given, whether or not written revocation of such
proxy has been given. As of the date of this Proxy Statement, the Board of
Directors knows of no matters other than the foregoing that will be presented at
the Meeting. If any other business should properly come before the Meeting, the
accompanying form of proxy will be voted in accordance with the judgment of the
persons named therein, and discretionary authority to do so is included in the
proxies. All expenses in connection with the solicitation of this proxy will be
paid by the Company. In addition to solicitation by mail, officers, directors
and regular employees of the Company who will receive no extra compensation for
their services, may solicit proxies by telephone, telegraph or personal calls.
Management does not intend to use specially engaged employees or paid solicitors
for such solicitation.
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Management intends to solicit proxies which are held of record by brokers,
dealers, banks, or voting trustees, or their nominees, and may pay the
reasonable expenses of such record holders for completing the mailing of
solicitation materials to persons for whom they hold the shares. All
solicitation expenses will be borne by the Company.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Management recommends that you vote in favor of the nominees named to the Board
of Directors. Directors will be elected by a plurality of the Voting Stock cast
at the Meeting.
Three directors are to be elected at the meeting for terms of one year each
and until their successors shall be elected and qualified. It is intended that
votes will be cast pursuant to such proxy for the election of the three persons
whose names are first set forth below unless authority to vote for one or more
of the nominees is withheld by the enclosed proxy, in which case it is intended
that votes will be cast for those nominees, if any, with respect to whom
authority has not been withheld. Each of the nominees namely, William L. Miller,
John W. Cobb and Peter Stokkebye are now members of the Board of Directors. In
the event that any of the nominees should become unable or unwilling to serve as
a director, a contingency which the management has no reason to expect, it is
intended that the proxy be voted, unless authority is withheld, for the election
of such person, if any, as shall be designated by the Board of Directors. The
following table sets forth information concerning each proposed director of the
Company.
<TABLE>
<CAPTION>
Name Age Term First Principal
of Became Occupation
Office Director
<S> <C> <C> <C> <C>
William L. Miller 62 (1) 1997 Chairman of the Board and
Chief Executive Officer of
the Company
John W. Cobb 57 (1) 1997 Senior Vice President of
Marketing at McGraw Hill
Continuing Education
Peter Stokkebye VI 68 (1) 1997 Retired
</TABLE>
Directors are elected at the annual meeting of stockholders and hold office
to the following annual meeting.
William L. Miller is Chairman of the Board, Chief Executive Officer,
Principal Financial Officer and Treasurer of the Company. Gary J. Corbett is
President.
The terms of all officers expire at the annual meeting of directors
following the annual stockholders meeting. Subject to their contract rights to
compensation, if any, officers may be removed, either with or without cause, by
the Board of Directors, and a successor elected by a majority vote of the Board
of Directors, at any time. The
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biographies and certain other information included in item 9 of the Company's
Form 10- KSB annexed hereto as Appendix "A" and are incorporated herein by
reference.
During fiscal 1998, the Board of Directors held one meeting and took action
by unanimous written consent on eight occasions. The Company has not had an
annual shareholder meeting to elect directors since it went public in May 1998.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
Exchange Act"), requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "Commission"). Officers, directors and
greater than ten percent stockholders are required by the Commission's
regulations to furnish the Company with copies of all Section 16(a) forms they
file. To Management's knowledge, no officer, director or person owning more than
10% of the Company's Common Stock filed any reports late during its fiscal year
ended December 31, 1998, except ARO Trust No. 1, 1960 Trust filed a Form 5 late
in lieu of a Form 3 which was not filed.
Executive Compensation/Security Ownership of Management and Others/Certain
Transactions
Incorporated by reference is the contents of Items 10, 11 and 12 of
Havana's Form 10-KSB for its fiscal year ended July 31, 1998, a copy of which is
annexed to this Proxy Statement as Appendix A.
AUDITORS
The principal accountant who has been selected by the Company for the
current fiscal year is Hausser + Taylor LLP who served as the Company's
independent public accountant for its fiscal year ended December 31, 1998. It is
expected that a representative of Hausser + Taylor LLP will be present at the
Annual Meeting of Shareholders, will have the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no other business which will be presented for consideration at
the Annual Meeting.
AVAILABILITY OF SECURITIES AND EXCHANGE
COMMISSION'S FORM 10-KSB
THE COMPANY'S ANNUAL REPORT FOR ITS YEAR ENDED DECEMBER 31, 1998 ON FORM
10-KSB INCLUDES THE FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS THERETO, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION; SUCH REPORT IS ATTACHED TO
THIS PROXY STATEMENT AS EXHIBIT A (EXCLUSIVE OF EXHIBITS). ADDITIONAL COPIES OF
SUCH REPORT TOGETHER WITH EXHIBITS ARE AVAILABLE WITHOUT CHARGE TO THE
STOCKHOLDERS UPON WRITTEN REQUEST. SUCH MATERIAL CAN BE OBTAINED BY WRITING
HAVANA ATTENTION SHAREHOLDER RELATIONS, 4450 BELDEN VILLAGE STREET. N.W., SUITE
406, CANTON, OHIO 44718.
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Stockholders Proposals for the Next Annual Meeting
Proposals of security holders intended to be presented at the next Annual
Meeting must be received by the Company for inclusion in the Company's Proxy
Statement and form of proxy relating to that meeting as soon as possible no
later than March 1, 2000.
THE HAVANA GROUP, INC.
William L. Miller, Secretary
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APPENDIX A
FORM 10-KSB
FOR THE FISCAL YEAR ENDED
December 31, 1998
<PAGE>
PROXY
THE HAVANA GROUP, INC. - ANNUAL MEETING
To be held on July 6, 1999 at 12:00 Noon
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned shareholder of The Havana Group, Inc., a Delaware
corporation (the "Company"), acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, dated June 2, 1999 and hereby
constitutes and appoints William Miller and John Cobb or either of them acting
singly in the absence of the other, with a power of substitution in either of
them, the proxies of the undersigned to vote with the same force and effect as
the undersigned all shares of Common Stock of the Company held by the
undersigned at the Annual Meeting of Shareholders of the Company to be held at
the executive offices of the Company at 4450 Belden Village Street, N.W., Suite
406, Canton, Ohio 44718, on July 6, 1999 at 12:00 noon local time and at any
adjournment or adjournments thereof, hereby revoking any proxy or proxies
heretofore given and ratifying and confirming all that said proxies may do or
cause to be done by virtue thereof with respect to the following matters:
1. The election of the three directors nominated by the Board of Directors.
FOR all nominees listed below (except WITHHOLD AUTHORITY to vote
as indicated below), please check here for all nominees listed below,
please check here
William L. Miller John W. Cobb Peter Stokkebye VI
To withhold authority to vote for any individual nominee or nominees write such
nominee's or nominees' name(s) in the space provided below.)
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
adjournments thereof.
The Board of Directors favors a "FOR" designation for proposal No. 1. This proxy
when properly executed will be voted as directed. If no direction is indicated,
the proxy will be voted for the election of the three named individuals as
directors.
Dated __________________________________1999
_________________________________________(L.S.)
_________________________________________(L.S.)
Please sign your name exactly as it appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as it
appears hereon. When signing as joint tenants, all parties in the joint tenancy
must sign. When a proxy is given by a corporation, it should be signed by an
authorized officer and the corporate seal affixed. No postage is required if
returned in the enclosed envelope and mailed in the United States.
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
