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.
5701 Mayfair Road
North Canton, Ohio 44720
(330) 492-8090
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY
17, 2000, AT 10:00 A.M.
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 Havana at 5701 Mayfair Road,
North Canton, OH 44720 on July 17, 2000 at the hour of 10:00 a.m. local time for
the following purposes:
(1) To elect four 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 2, 2000
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 5, 2000
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.
<PAGE>
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 Annual
Report on Form 10-KSB/A for its year ended December 31, 1999, exclusive of
exhibits), together with the accompanying form of proxy will be mailed together
to shareholders on or about June 5, 2000.
The record date for the determination of shareholders entitled to
notice of and to vote at the Meeting is June 2, 2000. On that date there were
issued and outstanding 2,345,000 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 17, 2000 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, American Stock Transfer & Trust
Company, 40 Wall Street, New York, NY 10005, 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. Management intends to
solicit
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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.
Four 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 four
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, Peter Stokkebye and Clark D. Swisher 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>
First
Term of Became Principal
Name Age Office Director Occupation
<S> <C> <C> <C> <C>
William L. Miller 63 (1) 1997 Chairman of the
Board, Chief
Executive Officer
of the Company
John W. Cobb 58 (1) 1997 Senior Vice President
of Marketing at McGraw
Hill of the Company
Peter Stokkebye VI 69 (1) 1997 Retired
Clark D. Swisher 48 (1) 1996 Vice President,
Employee Benefits
Division of
Leonard McCormick
Agency
</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.
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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 biographies and certain other information
included in item 9 of the Company's Form 10-KSB/A annexed hereto as Appendix "A"
and are incorporated herein by reference.
During fiscal 1999, the Board of Directors held one meeting and took action
by unanimous written consent on two occasions. The Company's last annual meeting
was held on July 6, 1999. Of the shares of Common Stock and Series A and Series
B Preferred Stock eligible to vote at said meeting, 1,801,208 shares of Common
Stock, 5,000,000 shares of Series A Preferred Stock and 1,100,000 shares of
Series B Preferred Stock were present in person or by proxy. At such meeting,
William L. Miller, John W. Cobb and Peter Stokkebye VI were elected directors by
an affirmation vote of 7,897,854 shares in favor and 3,354 votes were cast
against.
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
percen 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,
1999.
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/A for its fiscal year ended December 31, 1999, 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, 1999. 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.
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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/A
THE COMPANY'S ANNUAL REPORT FOR ITS YEAR ENDED DECEMBER 31, 1999 ON FORM
10-KSB/A 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, 5701 MAYFAI ROAD, NORTH CANTON, OHIO
44720.
Stockholders Proposals for the Next Annual Meeting
Proposals of security holders intended to be presented a 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, 2001.
THE HAVANA GROUP, INC.
William L. Miller, Secretary
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PROXY
THE HAVANA GROUP, INC. - ANNUAL MEETING
To be held on July 17, 2000 at 10:00 A.M.
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 5, 2000 and hereby
constitutes and appoints William Miller and Gary Corbett 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 5701 Mayfair Road, North Canton, Ohio
44720, on July 17, 2000 at 10:00 A.M. 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 four directors nominated by the Board of Directors.
<TABLE>
<CAPTION>
<S> <C>
FOR all nominees listed below (except WITHHOLD AUTHORITY to vote
as indicated below), please check here o for all nominees listed below,
please check here o
William L. Miller John W. Cobb Peter Stokkebye VI Clark D. Swisher
</TABLE>
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 four named individuals as
directors.
Dated __________________________________2000
_________________________________________(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.
