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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11 or ss.240.14a-12
Titan Motorcycle Co. of America
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(Name of Registrant as Specified In Its Charter)
NA
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(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 applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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.:
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3) Filing Party:
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4) Date Filed:
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TITAN MOTORCYCLE CO. OF AMERICA
2222 West Peoria Avenue
Phoenix, Arizona 85029
Telephone (602) 861-6977
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 12, 1999
To the Stockholders of Titan Motorcycle Co. of America:
The annual meeting of the holders of the common stock of Titan
Motorcycle Co. of America will be held at 10:00 a.m. local time on Wednesday,
May 12, 1999, at the DoubleTree Resort; 5401 North Scottsdale Road; Scottsdale,
Arizona, for the following purposes:
o To elect a Board of Directors of five members to serve until
the year 2000 Annual Meeting of Stockholders or until their
successors are duly elected and qualified;
o To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP, independent certified public
accounts, as the independent auditors for the year ending
January 1, 2000; and
o To transact such other business as may properly come before
the meeting, or any adjournment thereof.
The Board of Directors has fixed March 31, 1999 as the record date for
the Annual Meeting with respect to this solicitation. Only stockholders of
record at the close of business on that date will be entitled to notice of and
to vote at the Annual Meeting, or any adjournment thereof.
The Company's Annual Report to stockholders is enclosed with this
Notice and Proxy Statement.
By Order of the Board of Directors
/s/Francis S. Kerry
-------------------
Francis S. Keery, CEO
Phoenix, Arizona
March 31, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY FORM IN THE ENCLOSED ENVELOPE. A PROXY MAY BE REVOKED
BY A STOCKHOLDER ANY TIME PRIOR TO ITS USE, AS SPECIFIED IN THE PROXY STATEMENT.
<PAGE>
TITAN MOTORCYCLE CO. OF AMERICA
2222 West Peoria Avenue
Phoenix, Arizona 85029
Telephone (602) 861-6977
PROXY STATEMENT
This Proxy Statement is furnished to the stockholders of TITAN
MOTORCYCLE CO. OF AMERICA, a Nevada corporation (the "Company"), in connection
with the solicitation of proxies by the Board of Directors for use at the Annual
Meeting of Stockholders of the Company to be held at 10:00 a.m. local time on
Wednesday, May 12, 1999, and any adjournment thereof. The Meeting of
Stockholders will take place at the DoubleTree Resort, located at 5401 North
Scottsdale Road, Scottsdale, Arizona. A copy of the Notice of meeting
accompanies this Proxy Statement. It is anticipated that the mailing of this
Proxy Statement will commence on April 5, 1999. In all events, the proxy
materials will be mailed at least 25 days prior to the meeting of stockholders.
Only stockholders of record at the close of business on March
31, 1999, the record date for the meeting, will be entitled to notice of and to
vote at the meeting. On the record date, the Company had 17,147,333 outstanding
shares of Common Stock, which are the only securities of the Company entitled to
vote at the stockholders' meeting, each share being entitled to one vote.
Directors of the Company will be elected by a plurality vote
of the outstanding shares of Common Stock present and entitled to vote at the
meeting. The affirmative vote of the stockholders of at least a majority of the
outstanding shares of Common Stock present and entitled to vote at the meeting
is required for the confirmation of the appointment of auditors for the current
fiscal year.
Stockholders who execute proxies may revoke them by giving
written notice to the secretary of the Company at any time before such proxies
are voted. Attendance at the meeting shall not have the effect of revoking a
proxy unless the stockholder so attending (1) shall, in writing, notify the
secretary of the meeting at any time prior to the voting of the proxy, or (2)
shall vote in person at the meeting.
The Board of Directors does not know of any matter that is
expected to be presented for consideration at the meeting other than the
election of directors and the confirmation of the appointment of auditors for
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the current fiscal year. However, if other matters properly come before the
meeting, the persons named in the accompanying proxy intend to vote thereon in
accordance with their judgment.
CORPORATE MATTERS
The Company will bear the cost of the meeting and the cost of
soliciting proxies, including the cost of mailing the proxy material. In
addition to solicitation by mail, directors, officers and regular employees of
the Company (who will not be specifically compensated for such services) may
solicit proxies by telephone or otherwise. Arrangements will be made with
brokerage houses and other custodians, nominees, and fiduciaries to forward
proxies and proxy material to their principals, and the Company will reimburse
them for their expenses.
All proxies received pursuant to this solicitation will be
voted except as to matters where authority to vote is specifically withheld and,
where a choice is specified as to the proposal, they will be voted in accordance
with such specification. If no instructions are given, the persons named in the
proxy solicited by the Board of Directors of the Company intend to vote for the
nominees for election as directors of the Company listed in this Proxy
Statement; and for the confirmation of the appointment of independent public
accountants for the current fiscal year.
ELECTION OF DIRECTORS
At the meeting, five (5) directors are to be elected, each to
hold office until the next annual meeting and until a respective successor has
been elected and qualified. If any nominee listed in the table below should
become unavailable for any reason, which the management does not anticipate, the
proxy will be voted for any substitute nominee or nominees who may be selected
by the management prior to or at the meeting, or, if no substitute is selected
by the management prior to or at the meeting, for a motion to reduce the
membership of the Board to the number of nominees available. The information
contained in this Proxy Statement concerning the nominees and their security
holdings has been furnished by them to the Company.
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- --------------------------------------------------------------------------------
Name Age Positions Held Period of Service as
Director
- --------------------------------------------------------------------------------
Francis S. Keery 56 Chairman of the Board and CEO Since December 1994
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Patrick Keery 30 President and Director Since December 1994
- --------------------------------------------------------------------------------
Barbara S. Keery 56 Vice President, Secretary and Since December 1994
Director
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Harry H. Birkenruth 67 Director Since August 1998
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H.B. Tony Turner 62 Director Since August 1998
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Frank (Francis S.) Keery - Chairman and CEO
-------------------------------------------
Frank Keery, age 56, currently resides with his wife, Barbara
Keery, in Phoenix, Arizona.
Mr. Frank Keery received a B.S. degree in Electrical
Engineering from the University of Detroit in 1966 and an MBA degree from
Western New England University in 1969.
Subsequent to completion of his formal education, Mr. Frank
Keery has held various management and administrative positions. For 17 years Mr.
Keery worked with Rogers Corporation, an AMEX listed corporation, involved in
the manufacture and marketing of specialty materials, components and systems to
the automotive and electronics markets internationally. In this capacity he
served variously as an executive in charge of new division startups,
manufacturing management, operation "turnarounds", and international sales from
approximately 1969 to 1986. Most of these assignments carried full profit and
loss responsibilities of independent units.
From 1986 to 1994, Mr. Frank Keery was primarily employed in
multiple positions as an outside and in-house business consultant. In 1989 to
1991 he was the CEO for Swanson Manufacturing, Inc.
For the three-year period ending in August 1994, Frank Keery
was CEO of the Company Store, a privately held mail order company with annual
sales of approximately Eighty Million Dollars ($80,000,000.00).
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From August 1994 to the present, Mr. Keery has been chairman
of Paragon Custom Cycles, which later became Titan Motorcycle of America. In
this capacity he has used his management and marketing experience as the
chairman of the board and CEO.
Patrick Keery - President/Director
----------------------------------
Patrick Keery, age 30, resides in Scottsdale, Arizona. He is
the son of Frank and Barbara Keery, who also serve as directors of the Company.
Mr. Keery has been President of Titan since inception, and
owned and operated its predecessor entity, Paragon Custom Cycles. Mr. Patrick
Keery brings unique skills in the assembly, design and engineering of custom
built motorcycles.
Mr. Patrick Keery is a 1992 graduate of Arizona State
University where he obtained a B.S. degree in finance.
Since 1993, Mr. Keery operated and was the owner and manager
of Paragon Custom Cycles doing custom design, assembly and rebuilding of large
displacement motorcycles until he became the President of the reorganized
Company in December of 1995.
During the period of 1992 to 1993, Mr. Patrick Keery worked as
a financial analyst for the George S. May International Co., a consulting firm
specializing in providing services to small to medium capital companies.
Mr. Keery is heavily involved in developing the Company's
dealer network and overseeing the sales and marketing efforts. He continues to
play a lead role in motorcycle styling and product development.
Barbara Keery - Vice President/Secretary/Director
-------------------------------------------------
Barbara Keery, age 56, currently resides with her husband,
Frank Keery, in Phoenix, Arizona.
Barbara S. Keery received her Masters Degree in Business
Education from the University of Connecticut in 1970 and her Bachelors Degree in
Business Education from the State University of New York at Albany. From 1964
through 1969 she taught high school business administration courses in South
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Windsor, Connecticut and Oak Park, Michigan. As a licensed real estate agent,
she served on the chairman's board of Russ Lyon Realty and was a member of the
Scottsdale Million Dollar Club in 1987 and 1988.
From its inception in 1995, Mrs. Keery has served as the
corporate secretary and Vice-President for the Company. In 1997, a new product
line was created for exclusive Titan clothing and accessories which is
administered by Mrs. Keery.
Harry H. Birkenruth - Director
------------------------------
Harry H. Birkenruth, age 67, resides with his wife in Storrs,
Connecticut.
Mr. Birkenruth graduated with high honors from the City
College of New York in 1953. In 1957 he graduated with distinction from the
Harvard Graduate School of Business Administration. In 1960 Mr. Birkenruth
joined Rogers Corporation and became its Chief Financial Officer in 1967 and
served as its Senior Vice President Polymer Products in 1986. Rogers Corporation
is engaged in the sale of materials and components to the electronics and
automotive industries with its principal place of business in Rogers,
Connecticut.
Beginning in 1990, Mr. Birkenruth served as Executive Vice
President of Rogers Corporation and in April 1992 became its President and Chief
Executive Officer until March 31, 1997, when he became Chairman of the Board of
Directors of the company. On June 30, 1998, Mr. Birkenruth retired as Chairman
of Rogers Corporation and continues to serve as a director and consultant to the
company.
For the past two years, Mr. Birkenruth has also served as the
Vice Chairman of the Board of Directors of Instrument Manufacturing Company, a
company specializing in electrical cable diagnostic instruments.
Mr. Birkenruth has previously served as a member of the
Executive Committee and Board of Directors of the Connecticut Business and
Industry Association; a member of the Board of Overseers of the University of
Connecticut's School of Business; as a Trustee of the Connecticut Policy and
Economic Counsel; and has served several terms as a member of the Board of
Trustees and as an incorporator of the Windham Community Memorial Hospital.
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H. B. Tony Turner
-----------------
Tony Turner, age 62, resides in Paradise Valley, Arizona.
Mr. Turner graduated in 1958 with a Bachelors degree from Duke
University. In 1962 he graduated from the Harvard Graduate School of Business
Administration.
Subsequent to his graduation from graduate school, Mr. Turner
has engaged in a broad variety of work experiences including as Chairman,
President and CEO of Ardshield, Inc., a leveraged buy-out and investment banking
firm (1980-1992); Executive Vice President and Director of Investment Banking
for Shearson Haden Stone (1978-1980); Vice President in the leveraged buy-out
department of Oppenheimer & Co. (1976-1978); Vice President Finance and Chief
Administrative Officer of N-REN Corp., a privately held fertilizer company;
Assistant Secretary for Administration of the U.S. Department of Commerce
(1973-1975); First Vice President and Director of Mitchum, Jones & Templeton, a
regional investment banking company (1967-1973); Treasurer and Director of
Corporate Planning of Star-Kist Foods, Inc., a subsidiary of H.J. Heinz
(1964-1967); and Controller of a financial corporation of Arizona where he
served as the Chief Accounting Officer of a financial holding company.
OTHER OFFICERS OF THE CORPORATION
Robert P. Lobban - Chief Financial Officer
-------------------------------------------
Mr. Robert P. Lobban, age 44, currently resides in Gilbert,
Arizona with his wife Susan.
Mr. Lobban holds a Masters of Business Administration Degree
(M.B.A.) from Harvard Graduate School of Business which he obtained in 1981. Mr.
Lobban earlier obtained a B.S. degree in Industrial Engineering from
Northeastern University in 1977. He graduated first in his class and was a Magna
Cum Laude graduate.
During the period of his formal education, Mr. Lobban obtained
considerable practical experience in working in full-time positions as an
engineer, analyst and supervisor with such companies as Digital Equipment
Corporation, Texas Instruments, New England Medical Center Hospitals and the
Phillips Manufacturing Company. From 1981 through 1982, he worked as a
Controller with the Fiberloys Division of the Rogers Corporation. From 1982 to
1984 he was the Controller for the Flexible Interconnections Division of Rogers
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Corporation in Chandler, Arizona and was promoted to Administrative Manager with
that division from 1984 through 1987. From 1987 through 1988 he worked for
Pacific Biosystems, Inc., a start-up company involved in the medical equipment
industry as its Vice President and Chief Financial Officer.
In 1988, he joined Gemini Consulting as a Consultant and was
promoted through several positions to the level of Principal. In these
positions, Mr. Lobban was responsible for leading large teams in multi-million
dollar projects to improve the financial performance of over 30 companies, most
in the Fortune 500. Gemini Consulting of Morristown, New Jersey is an
international business consulting firm. In 1995, he joined the George Group of
Dallas, Texas as a Director and then Vice-President, where he was responsible
for managing multiple client engagements in turnaround/major improvement
situations.
During 1997 he became associated full-time with the Company
and provides valuable service as its Chief Financial Officer supervising general
accounting, finance, investor relations, information systems, and human
resources as well as its procurement and materials management functions. He is
also charged with leading the Company's cost reduction efforts.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
A proposal will be presented at the meeting to approve the
appointment of PricewaterhouseCoopers LLP as the Company's independent public
accountants. A representative of this accounting firm is expected to be present
at the annual meeting to respond to questions and to make a statement, if he
desires to do so. He will also be available to respond to appropriate questions
regarding the financial statements of the Company.
Effective December 28, 1998 the registrant dismissed Jones,
Jensen & Company (herein referred to as the "former accountants") as the
independent accountants who are engaged to audit the registrant's financial
statements. This decision to change accountants was not based upon any
disagreement with the former accountants.
The former accountants' report on the financial statements of
the registrant for either of the past two years has not contained an adverse
opinion or a disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.
During the registrant's two most recent fiscal years, and any
subsequent interim period preceding the dismissal of the former accountants,
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there have been no disagreements with the former accountants on any matter of
accounting principles or practices, or financial statement disclosure, which
disagreements, if not resolved to the satisfaction of the former accountants,
would have caused them to make references to the subject matter of the
disagreements in connection with their report.
Further, during the registrant's two most recent fiscal years,
and any subsequent interim period preceding the dismissal of the former
accountants, the former accountants have not advised the registrant (a) that the
internal controls necessary for the registrant to develop reliable financial
statements do not exist; (b) that information has come to the accountants'
attention that has led them to no longer be able to rely on management's
representations, or that has made them unwilling to be associated with the
financial statements prepared by management; (c) or the need to expand
significantly the scope of their audit; (d) that information has come to the
former accountants' attention that, if further investigated, may materially
impact the fairness or reliability of either a previously issued audit report or
the underlying financial statements issued or to be issued covering the fiscal
period subsequent to the date of the most recent financial statements covered by
an audit report (including information that may prevent them from rendering an
unqualified audit report on those financial statements), or cause them to be
unwilling to rely on management's representations or be associated with the
registrant's financial statements; or (e) that information has come to the
former accountants' attention that they have concluded materially impacts the
fairness or reliability of either, (i) a previously issued audit report or the
underlying financial statements, or (ii) the financial statements issued or to
be issued covering the fiscal periods subsequent to the date of the most recent
financial statements covered by an audit report (including information that,
unless resolved to the former accountants' satisfaction, would prevent them from
rendering an unqualified audit report on those financial statements).
The registrant engaged as its new independent accountants, the
firm of PricewaterhouseCoopers LLP. The effective date of the engagement of
PricewaterhouseCoopers LLP was December 22, 1998.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of the March 15, 1999, the Company had 17,147,333 shares of common stock
outstanding. The chart below sets forth the ownership, or claimed ownership, of
certain individuals and entities. This chart discloses those persons known by
the Board of Directors to have, or to claim to have, beneficial ownership of
more than 5% of the outstanding shares of the common stock of the Company as of
March 15, 1999; of all directors and executive officers of the Company; and of
the directors and officers of the Company as a group.
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Name and Address of Number of Shares Percent of Class
Beneficial Owner Beneficially Owned
- --------------------------------------------------------------------------------
Francis S. Keery
Phoenix, Az 3,524,722 1 20.29%
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Patrick Keery
Scottsdale, Az 2,748,549 2 15.89%
- --------------------------------------------------------------------------------
Barbara S. Keery
Phoenix, Az 3,483,106 20.31%
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Harry H. Birkenruth
Storrs, CT 0 0%
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H.B. Tony Turner
Paradise Valley, AZ 0 0%
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Robert P. Lobban
Gilbert, Az 7,000 * 3
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Officers and Directors
as a group (6 members) 9,763,377 55.72%
- --------------------------------------------------------------------------------
1 Includes 225,000 shares underlying unexercised employee options.
2 Includes 150,000 shares underlying unexercised employee options.
3 Represents less than one percent.
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EXECUTIVE COMPENSATION
The table set forth below contains information about the
remuneration received and accrued during the last three fiscal years from the
Company and its subsidiaries by the CEO of the Company. None of the employees of
the Company have received salary and bonuses of $100,000 or more in any calendar
year.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Name and Year Salary ($) Bonus ($) Other Securities
Principal Annual Underlying
Position Compensation Options or
($) SARs (#)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frank Keery 1998 75,577 1,442 7,908 4 75,000
Chairman/CEO 1997 61,154 1,154 6,942 4 0
1996 60,000 0 0 150,000
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
In December 1996, the Board of Directors of the Company
adopted the Titan Motorcycle Co. of America Stock Option and Incentive Plan (the
"Plan"). Under the Plan, Incentive Stock Options ("ISOs"), Non-qualified Stock
Options, Stock Appreciation Rights ("SARs"), Restricted Stock, Dividend
Equivalents and Performance Shares may be awarded to key employees of Titan
Motorcycle Co. of America and its subsidiaries.
A committee consisting of at least two Board members is
authorized to administer the Plan and is authorized to select from among
eligible employees those persons who will receive awards, to select the
appropriate form of awards and to determine the terms and conditions of such
awards. After taking into consideration the March 1997 two-for-one forward split
of the stock of the Company, the aggregate number of shares of stock subject to
awards under the Plan may not exceed 6,000,000.
The committee may make awards of ISOs, Non-qualified Stock
Options, SARs, Restricted Stock, Dividend Equivalents and Performance Shares, or
any combination of the foregoing, to officers and other key employees of the
Company and its subsidiaries. For purposes of the Plan, the "key employees" are
those employees who, in the opinion of the Committee, are mainly responsible for
the continued growth, development and financial success of the Company. The
- ---------------------
4 Of the amounts reflected, $5,824 and $7,566 represent an automotive
allowance for Frank Keery for 1997 and 1998 respectively.
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committee is not required to make awards to every individual who is an officer
or key employee, but it may not make any award to any individual who is not an
officer or key employee.
An ISO is a stock option that satisfies certain technical
requirements specified in Section 422 of the Internal Revenue Code (the "Code").
Under the Code, ISOs may only be granted to employees. In order for an option to
qualify as an ISO, the price specified in the option must equal the fair market
value of the stock at the date of the grant, and the option must lapse no later
than 10 years from the date of the grant. As a general rule, the stock subject
to ISOs which are first exercisable by an employee in any calendar year may not
have a value of more than $100,000 as of the date of grant. Certain other
requirements must also be met.
A Non-qualified Stock Option is any stock option other than an
ISO. These options are referred to as "non-qualified" because they do not meet
the requirements of, and are not eligible for the favorable tax treatment
provided by Section 422 of the Code. Subject to applicable federal and state
securities laws, non-qualified options can be subject to such terms and
conditions as the committee determines in its discretion. Thus, for example, a
Non-qualified Stock Option could be granted which has an exercise price which is
less than the stock's fair market value on the date of grant.
A Stock Appreciation Right ("SAR") is the right granted to an
employee to receive the appreciation in the value of a share of Company stock
over a certain period of time. Under the Plan, the Company may pay that amount
in cash or in Company stock or in a combination of both. SARs are often issued
in conjunction with a grant of stock options to give the employee the cash
necessary to exercise the option and/or pay the tax attributable to the exercise
of the option (in the case of a Non-qualified Stock Option). Although SARs can
be exercised independently of an option, in such cases, the underlying option
lapses to the extent the SARs are exercised.
The Plan also authorizes the committee to award Restricted
Stock to employees. Under the Restricted Stock feature of the Plan, the employee
is granted a specified number of shares of the Company's stock. However, his
ownership with respect to such stock is subject to certain restrictions, and if
the employee violates any of the restrictions during the period specified by the
Committee, he forfeits his stock. The committee may, in its discretion, impose
any restrictions on an employee's Restricted Stock Award. It may not, however,
require the employee to make any payment for the Restricted Stock.
The Plan authorizes the committee to grant dividend
equivalents in connection with options. Dividend equivalents are rights to
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receive additional shares of Company stock at the time of exercise of the option
to which such dividend equivalents apply. Dividend equivalents are always issued
in connection with an option, however, they can be issued at the time the option
is granted or after the option is granted.
Under the Plan, the committee may grant performance share
units to an employee which are to be credited to a performance share account
maintained for the employee. Each performance share unit is deemed to be the
equivalent of one share of Company stock. An award of performance shares does
not entitle an employee to any ownership, dividend, voting, or other rights of a
shareholder until distribution is made in the form of shares of stock. No
employee may receive as performance shares units more than 30 percent of the
aggregate number of shares that can be awarded under the Plan.
As of March 15, 1999, the Company has granted ISOs and
Non-qualified Stock Options for an aggregate of 980,000 shares of stock. No
grants have been made of any of the other categories of awards available under
the Plan.
Stock options awarded in fiscal year 1998 under the Plan of
the Company are as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Name Number of Date Awarded % of Total Exercise or Expiration Date
Securities Options/SARs Base Price
Underlying Granted to ($/Sh)
Options/SARs Employees in
Granted (#) Fiscal Year
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Frank Keery 75,000 1/28/98 12.9% $3.00 1/28/08
- --------------------------------------------------------------------------------------------------------
Patrick Keery 50,000 1/28/98 8.6% $3.00 1/28/08
- --------------------------------------------------------------------------------------------------------
Barbara Keery 50,000 1/28/98 8.6% $3.00 1/28/08
- --------------------------------------------------------------------------------------------------------
Robert Lobban 90,000 1/28/98 15.4% $3.00 1/28/08
- --------------------------------------------------------------------------------------------------------
</TABLE>
The Board of Directors of the Company held eleven meetings in
calendar year 1998 and one meetings to date in calendar year 1999. All directors
participated in person or by telephone in these meetings.
Each of the members of the Board of Directors of the Company
serve for a one year term, or until their successors are elected. Mr. Birkenruth
and Mr. Turner have accepted appointments to serve as the only members of the
audit and compensation committees of Titan's Board of Directors. The standing
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audit and compensation committees were established in the latter half of the
fiscal year 1998, and held no formal meetings in that year. These committees
have met one time thus far in fiscal year 1999. The compensation committee has
been charged with the responsibility of evaluating and establishing compensation
for the management of the Company. The audit committee has been charged with the
responsibility of communicating with the auditors of the Company, and evaluating
the accounting controls, functions and systems of the Company. The audit
committee also evaluated the corporate opportunities referred to below in the
Related Transactions section of this Proxy Statement.
None of the directors, officers or 5% owners of the stock of
the Company is involved in any significant legal proceedings adverse to the
Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Each Director and the CFO of the Company have notified the
Company that they were not required to file a Form 5 report for fiscal year 1998
because they experienced no change in fiscal year 1998 in their stock ownership
interest from the time that they were obligated to file their Form 3 reports
after the effective date of the Company's Form 10-SB registration statement.
Each of such individuals had a single failure to timely file their initial Form
3 report, which is defined as a known failure to file. All other reports
required under Section 16(a) have been timely filed.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to the formation of Titan Motorcycle Co. of America,
Patrick Keery and Frank Keery had been conducting the business of after-market
customization of Harley Davidson motorcycles in the Phoenix area. This
dealership is owned by the President and the CEO of the Company, and an
independent third party. The dealership sells the products of the Company under
the standard dealership contract of the Company without any special concessions
or contract provisions.
In early 1998, the CEO and the President of the Company joined
with a third-party investor to purchase existing independent dealerships
representing Titan products in the Los Angeles, California and Las Vegas, Nevada
areas. The third-party investor is a principal of an investment banking firm
that has assisted the Company in capital raising functions. These three
individuals have formed a limited liability company known as BPF, LLC. The Los
Angeles and Las Vegas dealerships have required significant capital infusions,
at a time when the Company was unable to invest in any of its dealerships. These
two dealerships are continuing to sell the products of the Company (as well as
other non-Titan products), under the standard dealership contract of the Company
without any special concessions or contract provisions.
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The owner of another U.S. dealership of the products of the
Company in a major market area has notified the Company that his dealership is
for sale. The Company has invited other dealerships to offer to purchase the
offered dealership, and has not been advised of any material interest in an
acquisition of the offered dealership. The independent and unrelated directors
of Titan have evaluated the corporate opportunities of acquiring the Phoenix,
Los Angeles, Las Vegas and the newly offered dealership, but have determined
that such acquisitions are not in the best interests of the Company at this
time. The BPF, LLC is evaluating the possibility of acquiring the offered
dealership.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholders of the Company wishing to include proposals in
the proxy material in relation to the annual meeting of the Company to be held
in the year 2000 must submit the same in writing so as to be received at the
executive office of the Company at 2222 West Peoria Avenue, Phoenix, Arizona
85029, on or before February 1, 2000. Such proposals should also meet the other
requirements of the rules of the Securities and Exchange Commission relating to
stockholders' proposals.
ADDITIONAL INFORMATION
The Consolidated Financial Statements and schedules thereto
are incorporated by reference into this Proxy Statement. A copy of the above
mentioned information is included in the Annual Report enclosed with this Proxy
Statement. Additional copies are available to stockholders upon written request,
or by means of a telephone call, to the secretary of the Company at the offices
indicated on the first page of this Proxy Statement.
THE STATEMENTS IN THIS PROXY STATEMENT AND ACCOMPANYING
MATERIALS ARE FOR THE INFORMATION OF SHAREHOLDERS OF TITAN MOTORCYCLE CO. OF
AMERICA. THIS PROXY STATEMENT AND ACCOMPANYING MATERIALS ARE NEITHER AN OFFER TO
SELL NOR A SOLICITATION OR OFFER TO BUY ANY SECURITIES. NO ONE SHOULD BUY OR
SELL ANY SECURITY BY REASON OF ANY STATEMENT IN THIS PROXY STATEMENT, OR ANY
ACCOMPANYING MATERIALS.
DATED this 30th day of March, 1999.
By Order of the Directors:
/s/ Frank Kerry
----------------
FRANK KEERY, CEO
<PAGE>
TITAN MOTORCYCLE CO. OF AMERICA
2222 West Peoria Avenue
Phoenix, Arizona 85029
Telephone (602) 861-6977
PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 12, 1999
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned stockholder(s) appoint(s) Patrick Keery or Robert P.
Lobban, with power of substitution, to represent and to vote on behalf of the
undersigned, all of the shares of Common Stock of TITAN MOTORCYCLE CO. OF
AMERICA which the undersigned is entitled to vote at the Meeting of the
stockholders, to be held at 10:00 a.m. Local Time, at the DoubleTree Resort;
5401 North Scottsdale Road; Scottsdale, Arizona and at any adjournment thereof,
revoking all proxies heretofore given with respect to such stock, upon the
following proposals more fully described in the accompanying Proxy Statement,
receipt of which is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR (1) AND (2).
1. ELECTION OF DIRECTORS
( ) For all nominees listed below (except as marked to the contrary below).
( ) Withhold authority to vote for all nominees listed below:
Francis S. Keery Barbara S. Keery
Patrick Keery Harry H. Birkenruth
H.B. Tony Turner
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INSTRUCTION: (To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided below).
2. PROPOSAL TO APPROVE THE APPOINTMENT OF PricewaterhouseCoopers LLP as the
independent public accountants of the corporation.
( ) FOR ( ) AGAINST ( ) ABSTAIN
3. In his discretion, the proxy is authorized to vote upon such other matters as
may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder(s). Where direction is not made, this proxy will
be voted for proposals 1 and 2.
Please sign this proxy exactly as the name appears on your stock certificate. If
shares are held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee, guardian or other capacity, please give title
as such. When signing as a corporation, please sign in full corporate name by
President or other authorized officer. If you sign for a partnership, please
sign the partnership name by an authorized person.
DATED this day of , 1999.
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Our records indicate the following:
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Signature
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Signature
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<PAGE>
PLEASE MARK, DATE, SIGN, AND RETURN THE PROXY
BALLOT PROMPTLY USING THE ENCLOSED
ENVELOPE.
PLEASE MAKE CORRECTIONS TO THE INFORMATION SHOWN ABOVE.
