<PAGE> 1
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:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
ANTHANOR 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------
/ / 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.:
----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------------------
<PAGE> 2
ATHANOR GROUP, INC.
921 East California Avenue
Ontario, California 91761
(909) 467-1205
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1996
- -------------------------------------------------------------------------------
To the Shareholders of ATHANOR GROUP, INC.
You are cordially invited to attend the Annual Meeting of Shareholders of
Athanor Group, Inc., a California corporation (the "Company"), which will be
held at the Pasadena Hilton Hotel, 150 South Los Robles Avenue, Pasadena,
California 91101 at 11:00 a.m., on April 22, 1996, to consider and act upon
the following matters, all as more fully described in the accompanying Proxy
Statement which is incorporated herein by this reference:
1. To elect a board of five (5) directors to serve until the next
annual meeting of the Company's shareholders and until their
successors have been elected and qualify; and
2. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Shareholders of record of the Company's Common Stock at the close of
business on March 15, 1996, the Record Date fixed by the Board, are entitled to
notice of and to vote at, the Meeting.
THOSE WHO CANNOT ATTEND ARE URGED TO SIGN, DATE, AND OTHERWISE COMPLETE THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. ANY
SHAREHOLDER GIVING A PROXY HAS THE RIGHT TO REVOKE IT AT ANY TIME BEFORE IT IS
VOTED.
By order of the Board of Directors
Duane L. Femrite
President
Pasadena, California
March 22, 1996
<PAGE> 3
ATHANOR GROUP, INC.
921 East California Avenue
Ontario, California 91761
(909) 467-1205
- -----------------------------------------------------------------------------
PROXY STATEMENT
Approximate Date Proxy Material First Sent To Shareholders:
March 22, 1996
- -----------------------------------------------------------------------------
The Following information is provided in connection with the solicitation
of proxies for the Annual Meeting of Shareholders of Athanor Group, Inc. (the
"Company") to be held on April 22, 1996, and any adjournment or adjournments
thereof (the "Meeting"), for the purposes stated in the Notice of Annual
Meeting of Shareholders preceding this Proxy Statement.
SOLICITATION AND REVOCATION OF PROXIES
A form of proxy is being furnished by the Company to each common
shareholder, and, in each case, is solicited on behalf of the Board of
Directors (the "Board") of the Company for use at the Meeting. The entire cost
of soliciting these proxies will be borne by the Company. The Company may pay
persons holding shares in their names or the names of their nominees for the
benefit of others, such as brokerage firms, banks, depositories, and other
fiduciaries, for costs incurred in forwarding soliciting material to their
principals. Members of the management of the Company may solicit some
shareholders in person, or by telephone, or by telegraph, following
solicitations of this Proxy Statement, but will not be separately compensated
for such solicitation services.
Proxies duly executed and returned by common shareholders and received by
the Company before the Meeting and not revoked will be voted: FOR the election
of all five (5) of the nominee-directors specified herein unless contrary
choices are specified. Where a specification is indicated as provided in the
proxy, the shares represented by the proxy will be voted and cast in accordance
with the specification made. As to other matters, if any, to be voted upon,
the persons designated as proxies will take such actions as they, in their
discretion, may deem advisable. The persons named as proxies were selected by
the Board of the Company.
If any shareholder gives notice at the Meeting prior to commencement of
voting that the shareholder intends to cumulate his or her votes, then the
directors shall be elected by the
2
<PAGE> 4
cumulative voting method. In such event, the shareholders shall have the right
to cast that number of votes equal to the number of shares which they hold
multiplied by the number of directors to be elected by them; i.e., for the
purpose of this election, five votes for each share. Each shareholder may cast
the whole number of votes for one candidate, or distribute them among two or
more candidates. The persons named in the accompanying proxy will have
discretionary authority to cumulate votes in the election of directors in favor
of one or more candidates.
Your execution of the enclosed proxy will not affect your rights as a
shareholder to attend the Meeting and to vote in person. Any shareholder
giving a proxy has a right to revoke it at any time by either (a) a
later-dated proxy, (b) a written revocation sent to and received by the
Secretary of the Company prior to the Meeting, or (c) attendance at the
Meeting and voting in person.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company had outstanding 1,471,434 shares of common stock (the "Common
Stock") as of the close of business on March 15, 1996 (the "Record Date").
Only holders of Common stock of record on the books of the Company at the close
of business on the Record Date will be entitled to vote at the Meeting. Each
holder of Common Stock is entitled to one (1) vote for each share of Common
Stock held by him/her, except that in the selection of directors, each holder
of Common Stock has cumulative voting rights. Voting on all matters, other
than election of directors, submitted for approval by the shareholders at the
Meeting will be on a noncumulative basis.
There are no other classes of voting securities of the Company other than
the Common Stock. Representation at the Meeting by the holders of the majority
of the outstanding shares of Common Stock of the Company, either by personal
attendance or by proxy, will constitute a quorum.
3
<PAGE> 5
The following table sets forth, as of the Record Date, information
concerning: (a) beneficial ownership of voting securities of the Company by
the persons who are known by the Company to own beneficially more than five
percent (5%) of the Company's Common Stock; (b) beneficial ownership of voting
securities of the Company by each director, nominee for director and by all
directors and officers as a group; and (c) the percentage of the total votes
held by each person and group described in subparagraphs (a) and (b),
immediately above.
<TABLE>
<CAPTION>
Amount and Percentage of
Beneficial Ownership
---------------------------
Title Name and Address of Number of Percent of
of Class Beneficial Owner Shares Class
---------- ------------------------------- --------- --------
<S> <C> <C> <C>
Common Gregory J. Edwards 11,000 .7%
Stock 3109 Rolling Stone Road
Oklahoma City, Oklahoma 73120
Common Duane L. Femrite 253,713 17.2%
Stock 3452 East Foothill Blvd., Suite 417
Pasadena, California 91107
Common William H. Harris, Jr. (3) 51,050 3.5%
Stock 302 Las Palmaritas
Phoenix, Arizona 85021
Common Richard A. Krause 256,983 17.5%
Stock 3452 East Foothill Blvd., Suite 417
Pasadena, California 91107
Common Robert W. Miller (1) (2) 164,912 11.2%
Stock 3452 East Foothill Blvd., Suite 417
Pasadena, California 91107
Common All Officers and Directors 737,658 50.1%
Stock as a Group (5 persons)
- ---------------------------------------------
</TABLE>
(Footnotes on next page)
All shares are owned either directly or beneficially by the owner named in
the table except as otherwise indicted in a footnote below.
Percentages of class are based on the number of shares of Common Stock
outstanding on March 15, 1996. There was 1,471,434 shares of Common Stock
outstanding on March 15, 1996.
None of the officers or directors of the Company has options to acquire any
shares of Common Stock of the Company. Messrs. Miller, Femrite and Krause, are
the only persons known to the Company to beneficially own more than five
percent (5%) of its Common Stock.
4
<PAGE> 6
The Company knows of no contractual arrangements which may at a subsequent
date result in a change in control of the Company.
_____________________________
(Footnotes)
(1) Includes 160 shares of Common Stock owned by Mr. Miller's two
minor children, as to which Mr. Miller disclaims beneficial
ownership.
(2) Does not include 24,000 shares of Common Stock owned by Mr.
Miller's father as to which Mr. Miller disclaims beneficial
ownership.
(3) Includes 41,050 shares of Common Stock owned by The Harris
Family Irrevocable Trust.
NOMINATION AND ELECTION OF DIRECTORS
The Company's directors are to be elected at each annual meeting of
shareholders. The Company's Bylaws authorize between three (3) and seven (7)
directors, the exact amount to be determined by the Board. At this Meeting
FIVE (5) directors, making up the entire membership of the Board of the
Company, are to be elected to serve until the next annual meeting of
shareholders and until their successors are elected and qualify. The nominees
for election as directors at this Meeting are set forth in the table below and
are all recommended by management of the Company. Each of the nominees has
consented to serve as a director if elected.
In the event that any of the nominees for director should become unable to
serve if elected, it is intended that shares represented by proxies which are
executed and returned will be voted for such substitute nominee(s) as may be
recommended by the Company's existing Board.
The FIVE nominee-directors receiving the highest number of votes cast at
the Meeting will be elected as the Company's directors to serve until the next
annual meeting of shareholders and until their successors are elected and
qualify. Subject to certain exceptions specified below, holders of Common
Stock of record on the Record Date are entitled to cumulate their votes in the
election of the Company's directors (i.e., they are entitled to the number of
votes as determined by multiplying the number of shares held by them times the
number of directors to be elected) and may cast all of their votes as they so
determine for one person or spread their votes among two or more persons as
they see fit. No shareholder shall be entitled to cumulate votes for a given
candidate for director unless such candidate's name has been placed in
nomination prior to the vote and the shareholder has given notice at the
Meeting, prior to the voting, of the shareholder's intention to cumulate
his/her votes. If any one shareholder has given such notice, all shareholders
may cumulate their votes for candidates in nomination. Discretionary authority
to cumulate votes is hereby solicited by the Board. Accordingly, the person
named in the accompanying proxy will have discretionary authority to cumulate
votes in the election of directors in favor of one or more candidates.
5
<PAGE> 7
The following tables list the nominees for election as directors and shows
certain information concerning each nominee, including the number of shares of
Common Stock of the Company beneficially owned, directly or indirectly, by such
nominee as of the Record Date:
<TABLE>
<CAPTION>
Principal Director
Name Occupation Age Since
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Gregory J. Edwards Director 51 1990
Duane L. Femrite President, Chief Executive Officer, 51 1985
Chief Financial Officer
of the Company
William H. Harris, Jr. Director 51 1986
Richard A. Krause Vice President of the Company 60 1992
President, Alger Manufacturing
Company, Inc.
Robert W. Miller Chairman of the Board, 53 1976
Secretary of the Company
- --------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
Number of Shares Percent
of of
Nominee (1) Common Stock (2) Class
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Gregory J. Edwards 11,000 .7%
Duane L. Femrite 253,713 17.2%
William H. Harris, Jr. 51,050 (3) 3.5%
Richard A. Krause 256,983 17.5%
Robert W. Miller 164,912 (4) (5) 11.2%
- ----------------------------------------------------------------------------------------------
</TABLE>
(Footnotes)
(1) The Company has a nominating committee for directors of the
Board. Management's nominees for election as directors at the
Meeting were recommended by the Nominating Committee and
approved by the Board of the Company.
(2) All shares are owned directly by the director named in the
table except as otherwise indicated in a footnote below.
(3) Includes 41,050 shares of Common Stock owned by The Harris
Family Irrevocable Trust.
(4) Includes 160 shares of Common Stock owned by Mr. Miller's two
minor children, as to which Mr. Miller disclaims beneficial
ownership.
(5) Does not include 24,000 shares of Common Stock owned by Mr.
Miller's father as to which Mr. Miller disclaims beneficial
ownership.
Listed below are descriptions of the business experience for at least the
past five years for each director and officer listed in the preceding table.
Unless otherwise described below, none of the following persons (i) is related
in any way, or (ii) has been involved in certain legal proceedings in the past
five years.
<TABLE>
<S> <C>
GREGORY J. EDWARDS President and Chief Executive Officer of CASS Corp.
("CASS") since January 1993. CASS owns several
manufacturing companies: Nelco Mfg. Corp., a
manufacturer of portable shotblasting equipment;
Milamar Coatings, Inc., a producer of
poxy coating products used in the industrial and
commercial seamless floor coating business; Berry
Corp., a manufacturer of equipment for the
maintenance and marking of pavement services,
specializing in designing and manufacturing
joint/crack
</TABLE>
7
<PAGE> 9
<TABLE>
<S> <C>
sealers and thermoplastic melting equipment; and
Government Services Division (formerly known as R.
T. Nelson Painting Service, Inc.) a government
contractor involved with surface preparation and
re-coating for U.S. Naval ships and portable landing
mats. Between July 1991 and January 1993, Mr.
Edwards was self-employed as a financial consultant
and investor. Previously, he was an investment
banker with Stephens, Inc. of Little Rock, Arkansas
from mid-1990 to July 1991.
DUANE L. FEMRITE President, Chief Executive Officer of the Company
since April 1995, Chief Operating Officer from
January 1987 to April 1995, and Chief Financial
Officer since December 1982. Secretary of the
Company from October 1984 to April 1995 and
Director of the Company since December 1985.
Chairman of the Board and Chief Executive Officer
of Alger since September 1986 and October 1987
respectively. Director of Core Software Technology
from November 1993 to March 1995. Mr. Femrite is a
Certified Public Accountant.
WILLIAM H. HARRIS, JR. Account executive with Dean Witter Reynolds, Inc.
in Phoenix, Arizona since October 1992. President
of Sun Rental and Sales, Inc. a construction
equipment sales and rental company located in Yuma,
Arizona from July 1978 to September 1992. President
of El Camino Rentals, Inc., Temecula, California from
June 1989 to January 1990.
RICHARD A. KRAUSE Director and Vice President of the Company since
December 1992. President and Chief Operating Officer
of Alger Manufacturing Company, Inc. since 1987.
ROBERT W. MILLER Chairman of the Board since 1976 Chief Executive
Officer of the Company from 1976 to April 1995
Corporate Secretary since April 1995 Director and
Vice President of Alger since 1986. Director of
Image Data Corporation since 1988 and Chief
Operating Officer from May 1990 to July 1992.
Elected Chief Executive Officer of Image Data
Corporation on January 7, 1993. Director of Core
Software Technology since September 1991. Director
of OneCard International since 1988 and elected
Chairman and Chief Executive Officer of this company
in September 1992.
In March 1992 Image Data Corporation filed a
bankruptcy petition. Its Plan of Reorganization
was confirmed in April 1993 and became effective
in 1994.
</TABLE>
8
<PAGE> 10
Directors of the Company are elected annually. The present term of office
of each director will expire at the next annual meeting of shareholders of the
Company or at such time as his successor is duly elected and qualifies.
The Company has a Compensation Committee, Audit Committee, and a Nominating
Committee. The Compensation Committee consists of William H. Harris, Gregory
Edwards, and Duane L. Femrite. The Compensation Committee reviews and makes
recommendations for the compensation of the Company's officers. The Audit
Committee consists of William H. Harris and Gregory Edwards. The Audit
Committee works with the Company's auditors in the preparation of the Company's
annual financial statements and report. The Nominating Committee consists of
Duane L. Femrite, William H. Harris, and Richard A. Krause. The Nominating
Committee reviews and makes recommendations to the Board for director nominees
Outside directors who are members of these committees will receive $50 for each
committee meeting attended which takes place on a day on which the full board
does not meet. During 1995 each committee held one (1) meeting.
TRANSACTIONS WITH MANAGEMENT
LOANS AND INVESTMENTS IN CORE SOFTWARE TECHNOLOGY (CORE) AND IMAGE DATA
CORPORATION (IDC)
The Company is the single largest shareholder of Core owning 2,120,070
shares of Core's outstanding capital stock which shares represent approximately
21.5% of the issued and outstanding shares of Core's capital stock (assuming
the options to purchase additional shares of the capital stock of Core owned by
the Company and others are not exercised). An aggregate of 1,426,150 of the
shares of Core owned by the Company are held in an escrow account established
in connection with the Core Private Placement, which shares are to be released
to the Company upon Core meeting certain minimum pre-tax income requirements in
either 1996, or 1997. If these requirements are not met by April 30, 1998,
all escrowed shares will be returned to Core and the Company will have no
further interest in such escrowed shares.
The Company has also provided a portion of the working capital requirements
of Core during fiscal 1995, in the form of a series of loans to Core in the
aggregate principal amount of $123,500. The Company accounts for its
investment in Core using the equity method of accounting, which requires the
Company to record its share of Core's earnings or losses. During fiscal 1995,
the Company reduced the loans to zero because of losses incurred by Core.
Subsequent to the Company's fiscal year end, the Company made additional loans
to Core in the amount of $50,000.
In addition to loans to Core, the Company made a series of loans to Image
Data Corporation (IDC), predecessor to Core, from December 1990 to November
1991 aggregating $661,520 (the IDC loans). The IDC Loans were evidenced by
promissory notes bearing interest at the rate of 14% per annum (8% per annum
subsequent to IDC's Chapter 11
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<PAGE> 11
discussed below), which notes were secured by all of the assets of IDC,
including a first priority security interest in 858,863 shares of the common
stock of Core owned by IDC, and which notes were also secured by substantially
all of the assets of Core.
In March 1992, IDC filed a petition for relief seeking protection under
Chapter 11 of the federal bankruptcy laws. A plan of reorganization sponsored
by IDC and its secured creditor (the "Plan") was later approved and confirmed
in April 1993 and became effective in June 1994. The Plan provides that, in
payment of its claim with respect to the IDC Loans, the Company will receive
50% of the proceeds payable to IDC under the Distribution Agreement until the
amount due to the Company is paid in full. Payments are to be made to the
Company every calendar quarter. Pursuant to the Distribution Agreement, Core
is obligated to pay to IDC royalty payments equal to a declining percentage of
the annual revenues of Core from all sources. The royalty payments, originally
scheduled to be paid through 1995 were extended to 1997. From inception of the
Distribution Agreement through December 31, 1995, Core paid an aggregate of
approximately $49,500 to IDC. If the total gross revenues payable to IDC under
the Distribution Agreement do not meet or exceed certain minimum percentages of
the total gross revenues projected to be received by IDC under the Plan, then
IDC shall be deemed to have defaulted and the Company will be entitled to
exercise its rights as a secured creditor.
In October 1994, with the full $661,520 of principal amount of the IDC
Loans still outstanding, the Company determined to foreclose on a portion of
the collateral which the Company held to secure the IDC Loans. Accordingly,
the 858,863 shares of the common stock of Core owned by IDC and held by the
Company as collateral to secure the IDC Loans were sold in a foreclosure sale.
At such foreclosure sale the Company purchased all of such shares of the common
stock of Core for an aggregate purchase price of $100,000. Accordingly, an
aggregate of $561,520 principal balance, plus accrued, at 8% per annum, but
unrecorded interest from January 1 ,1994, still remains outstanding under the
IDC Loans. The Company has provided a 100% loss provision on the IDC Loans.
The Company maintains a security interest in the remaining assets of IDC to
secure repayment of the IDC Loans and in all of the assets of Core; however,
pursuant to a standstill agreement with Core entered into in connection with
the Core Private Placement, the Company has agreed not to foreclose on the
assets of Core which secure the IDC Loans until on or after April 1, 1996.
Robert W. Miller, the Chairman of the Board of the Company, has served on
the Board of Directors of Core since its formation and on the Board of
Directors of IDC since 1988. Until July 1992 Mr. Miller was the Chief
Operating Officer of IDC. Mr. Miller is currently serving as Chief Executive
Officer of IDC. Mr. Miller's primary function as Chief executive Officer of
IDC is to oversee the implementation of the Plan.
Duane L. Femrite, the President and Chief Executive Officer of the Company,
served on the Board of Directors of Core from November 1993 to March 1995.
Mr. Miller as a director of Core, and Mr. Femrite during his tenure, were
entitled to receive $500 per month and $1000 per board meeting attended and
each committee meeting not held in conjunction with a board meeting. In
addition, they were to be reimbursed for all business related expenses
associated with their duties as a director of Core.
During 1993, all cash compensation payable to Mr. Miller and Mr. Femrite
from Core was deferred. After the Closing of the Core Private Placement, R & D
Financial, a California general partnership of which Messrs. Miller and Femrite
are the general partners ("R&D"),
10
<PAGE> 12
which partnership was assigned the right to receive all directors fees in
connection with Messrs. Miller and Femrite serving as directors of Core,
received payment of Core director's fees (including deferred fees) in the form
of $37,500 in cash and $22,000 in the form of 22,000 shares of the common stock
of Core. In addition, R&D rendered certain consulting services to Core in 1994
in connection with assisting Core in raising bridge financing from unaffiliated
third parties. In connection with such consulting services, R&D received an
aggregate of $18,000 in cash from Core. During 1995, all cash compensation
payable to Mr. Miller and Mr. Femrite from Core was deferred.
Mr. Miller was to have received $4,000 per month from IDC with respect to
his services rendered to IDC in accordance with the Plan commencing in April
1993, but has received no compensation to date. Such compensation may be paid
to Mr. Miller in the future.
Mr. Femrite and Mr. Miller have a beneficial ownership interest in 242,986
shares of the common stock of Core owned by R&D. In addition, R&D holds stock
options entitling it to purchase an additional 122,000 shares of Core common
stock at a price of $1 per share. Mr. Miller has a beneficial ownership
interest in 23,929 shares of the common stock of Core as well as options to
purchase 46,887 shares of the common stock of Core at $1 per share.
Mr. Miller has a beneficial interest in less than 1% of IDC's outstanding
shares. In addition, Mr. Miller is owed $90,000, plus accrued interest at 8%,
for cash advanced by him to IDC. R&D is owed approximately $95,000 by IDC for
services rendered by Mr. Miller.
The Company owns less than 4% of the outstanding shares of the capital
stock of IDC and has options, which expire in February 1996, to acquire
additional shares of the capital stock of IDC. Because the only remaining
asset of IDC is essentially its rights under the Distribution Agreement, which
agreement will expire at the end of 1997, management believes such options to
purchase the stock of IDC to be of little, if any value, and management cannot
foresee any circumstances which would cause the Company to exercise its options
to purchase the capital stock of IDC.
The Internal Revenue Service ("IRS") has served Mr. Miller personally with
a Notice of Levy with respect to approximately $400,000 in taxes and penalties
purportedly owed by IDC. In connection therewith, the IRS has collected
approximately $30,000 from Mr. Miller and currently collects $500 per month
from Mr. Miller. Mr. Miller has advised the Company that he disputes the IRS
levy and responsibility for payment of IDC's taxes.
On September 7, 1995 the Company made a loan to Mr. Miller in the principal
amount of $25,000. The loan bears interest at the rate of 10% per annum and is
secured by 25,000 shares of the common stock of Registrant. The loan is due
and payable, together with accrued interest thereon, on the one year
anniversary of the making of the loan.
11
<PAGE> 13
REMUNERATION OF OFFICERS AND DIRECTORS
Executive Compensation
The following table sets forth all plan and non-plan compensation awarded
to, earned by, or paid to the Company's four most highly compensated executive
officers, each of whose annual salary and bonus was in excess of $100,000 and
to the Company's Chief Executive Officer regardless of compensation level, for
services to the Company during the three fiscal years ended October 31, 1995.
ANNUAL COMPENSATION
-------------------
<TABLE>
<CAPTION>
Name and Principal
Position Year Salary Bonus Other(1)
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Duane L. Femrite 1995 $129,038 $10,000 $3,826
President, Chief Executive 1994 125,000 24,000 3,124
Officer and Chief Financial 1993 123,270 15,000 3,082
Officer
Richard A. Krause 1995 $141,673 $41,066 $4,748
Vice President and 1994 125,000 48,283 3,732
President of Alger 1993 122,406 24,000 3,261
Manufacturing Co., Inc.
Robert W. Miller 1995 $125,000 $10,000 $1,250
Chairman of the Board 1994 125,000 24,000 1,250
Corporate Secretary 1993 123,270 15,000 1,232
(Footnotes)
</TABLE>
(1) Other compensation includes contributions made to the Company's
401-K Plan. Does not include use of automobile paid for by the
Company.
Employment Agreements
Effective January 1, 1991, the Company entered into written employment
agreements with Robert W. Miller, as Chairman of the Board and Chief Executive
Officer, and Duane L. Femrite, as President, Chief Operating Officer, Chief
Financial Officer, and Secretary of the Company. Effective January 1, 1993,
Alger entered into a written agreement with Richard A. Krause as President and
Chief Operating Officer. Each of the employment agreements are identical as to
their terms except for the description of the duties which each employee is to
provide.
Each agreement is for an initial term of five (5) years, renewable
automatically for additional one (1) year periods unless either the employee,
the Company, or Alger wishes to terminate it. The employment agreements for
Robert W. Miller and Duane L. Femrite were automatically renewed ,on January 1,
1996, for an additional year.
12
<PAGE> 14
The agreements provide that the salaries of the employees shall be
determined by the Board of Directors but may not be less than the salary paid
in the preceding year. Each employee shall be entitled to the use of an
automobile at the Company's expense and shall be entitled to all benefits and
perquisites available to the Company's other employees.
If the agreement terminates because of the death of the employee, then the
employee's heirs and/or successors shall continue to receive the employee's
salary, monthly, for a period of twelve (12) months. If the agreement should
terminate for any reason other than cause or death of the employee, including,
without limitation, employee's voluntary termination, the Company shall pay the
employee a lump sum payment equal to employee's then monthly salary multiplied
by the number of years during which the employee was employed by the Company,
or Alger, as the case may be, prorated for any partial year of employment.
Payment is limited to twenty-four (24) years of employment.
The agreements permit the employee to engage in other employment or
business opportunities provided that such outside activities do not interfere
with employee carrying out his duties to the Company, are not competitive with
the Company, and do not result in employee breaching any of his fiduciary
obligations to the Company or its shareholders.
Directors' Remuneration
Outside Directors are to receive fees of $300 per month and $500 per
meeting attended. In 1994 the Board established a Nominating Committee, which
Committee is charged with the responsibility of nominating a slate of
candidates to serve as directors of the Company. Outside directors on the
Compensation Committee, Audit Committee, and Nominating Committee receive $50
for each meeting attended when such committee meetings are held on a day which
the full Board does not meet. The Audit Committee, Nominating Committee, and
Compensation Committee met once in 1995.
SHAREHOLDER PROPOSALS
Shareholders who wish to present proposals for action at the 1997 Annual
Meeting should submit their proposals in writing to the Secretary of the
Company at the address of the Company set forth on the first page of this Proxy
Statement. Proposals of shareholders intended to be presented at the 1997
Annual Meeting (a) must be received by the Secretary no later than December 20,
1996, for inclusion in next year's proxy statement and proxy card, and (b) must
satisfy the applicable conditions established by the Securities and Exchange
commission for shareholder proposals.
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<PAGE> 15
COMPLIANCE WITH SECTION 16 (A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of the Company's Common Stock to file with the Securities Exchange
Commission initial reports of stock ownership and reports of changes in stock
ownership. To the Company's best knowledge, all the Company's directors,
executive officers, and persons owning more than 10% of the Company's Common
Stock filed all required reports required by section 16 (a) on a timely basis.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to shareholders for the fiscal year ended
October 31, 1995 (the "Annual Report"), which includes audited financial
statements and schedules thereto, is being mailed with this Proxy Statement to
stockholders as of the Record Date. The Annual Report to the shareholders is
not incorporated in this Proxy Statement and is not deemed to be a part of the
proxy solicitation material.
OTHER MATTERS
The Management of the Company does not know of any other matters which are
to be presented for action at the Meeting. Should any other matters come
before the Meeting or any adjournment thereof, the persons named in the
enclosed proxy will have the discretionary authority to vote all proxies
received with respect to such matters in accordance with their judgments.
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<PAGE> 16
FORM 10-KSB AND EXHIBITS TO FORM 10-KSB
Copies of the Company's Form 10-KSB and the exhibits to the Company's Form
10-KSB for the fiscal year ended October 31, 1995, as filed with the Securities
and Exchange Commission, will be furnished to any person from whom the
accompanying proxy is solicited upon written request to the Company's Secretary
at Athanor Group, Inc., 921 East California Avenue, Ontario, California 91761.
A copying charge of $.25 per page will be made for each page of the exhibits
requested.
BY ORDER OF THE BOARD OF DIRECTORS
Duane L. Femrite
President
Ontario, California
March 22, 1996
SHAREHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN, AND RETURN THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND YOUR
COOPERATION WILL BE APPRECIATED.
15
<PAGE> 17
PROXY ATHANOR GROUP, INC.
921 East California Avenue
Ontario, California 91761
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Duane L. Femrite as Proxy, with the
power to appoint his substitute and with full power to act alone, and hereby
authorizes him to represent and vote as designated below, all the shares of
Common Stock of Athanor Group, Inc. held of record by the undersigned on March
15, 1996 at the Annual Meeting of Shareholders to be held on April 22, 1996.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed
below
(INSTRUCTION: to withhold authority to vote for any individual nominee mark the
box next to the nominee's name below.)
[ ] Robert W. Miller [ ] Duane L. Femrite [ ] William H. Harris, Jr.
[ ] Gregory J. Edwards [ ] Richard A. Krause
2. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting.
(PLEASE SIGN AND DATE ON REVERSE SIDE)
<PAGE> 18
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER FOR THE ELECTION OF THE NOMINEES
FOR DIRECTORS LISTED IN PROPOSAL 1.
Dated: , 1996
-------------
-------------------------
Signature
-------------------------
Signature if held jointly
Please sign exactly as name
appears in the left. When
shares are held by joint
tenants, both should sign.
When signing as attorney,
executor, administrator,
trustee or guardian, please
give full title as such. If a
corporation, please sign in
full corporate name by
President or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
