<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ( )
Filed by a Party other than the Registrant ( X)
Check the appropriate box:
( )Preliminary Proxy Statement
(X ) Definitive Proxy Statement
( )Definitive Additional Materials
( )Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
BESICORP GROUP INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TRITECH
(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)(l)(ii), 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(l)(3).
( )Fee computed on table below per Exchange Act Rules 14a-6(l)(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:
_________________________________________________________
( ) 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>
BESICORP GROUP INC.
1151 FLATBUSH ROAD
KINGSTON, NEW YORK 12401
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
SEPTEMBER 25, 1996
To the Holders of the Common Stock of BESICORP GROUP INC.:
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of BESICORP GROUP
INC. (the "Company") will be held at the Wiltwyck Country Club, Lucas Avenue
Extension, Kingston, New York 12401 on Wednesday, September 25, 1996, at 10:00
a.m., for the purpose of considering and acting upon the following matters, all
as described in the accompanying Proxy Statement:
1) To elect a Board of Directors to hold office until the next annual meeting
and until the election and qualification of their respective successors.
2) To approve the appointment of Robbins, Greene, Horowitz, Lester & Co., LLP as
the independent public accountants of the Company for the fiscal year ending
March 31, 1997.
3) To vote upon a resolution submitted by a shareholder of the Company with
respect to an amendment to the Company's By-Laws to provide for the Company's
Board of Directors to consist of a majority of independent non- management
members.
4) To consider and act upon all other matters which may properly come before the
Annual Meeting or any adjournment thereof.
The Board of Directors has set the close of business on August 6, 1996, as the
record date for the purpose of determining the shareholders entitled to notice
of, and to vote at, the Annual Meeting or any adjournment thereof, and only
shareholders of record on that date shall be entitled to notice of and to vote
at said meeting.
YOUR PROXY IS ENCLOSED. YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF
YOU DO NOT EXPECT TO BE PRESENT AND WISH YOUR SHARES TO BE VOTED, YOU ARE
REQUESTED TO DATE, FILL IN, SIGN, AND MAIL THE ENCLOSED PROXY PROMPTLY. A RETURN
ENVELOPE WITH PREPAID POSTAGE IS ENCLOSED FOR YOUR CONVENIENCE. IF YOU ATTEND
THE ANNUAL MEETING, YOUR PROXY WILL BE RETURNED TO YOU UPON REQUEST TO THE
SECRETARY.
By order of the Board of Directors,
Michael J. Daley
Vice President/Chief Financial
Officer/Corporate Secretary
Kingston, New York
August 21, 1996
<PAGE>
BESICORP GROUP INC.
1151 FLATBUSH ROAD
KINGSTON, NEW YORK 12401
-----------------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of BESICORP GROUP INC. (the "Company") of proxies for use at
the Annual Meeting of Shareholders of the Company (the "Annual Meeting") to be
held at the Wiltwyck Country Club, Lucas Avenue Extension, Kingston, New York
12401, on Wednesday, September 25, 1996, at 10:00 a.m. and at any adjournments
thereof. This Proxy Statement and the accompanying Proxy Card are being mailed
to shareholders on or about August 21, 1996.
Unless contrary instructions are indicated on the proxy, all valid proxies
received pursuant to this solicitation (and not revoked before they are voted)
will be voted FOR the election of the nominees for director named below and FOR
the approval of the appointment of Robbins, Greene, Horowitz, Lester & Co., LLP
as independent public accountants for the fiscal year ending March 31, 1997. If
a shareholder specifies a different choice on the proxy, such shareholder's
shares of Common Stock will be voted in accordance with such specifications. All
valid proxies received pursuant to this solicitation (and not revoked before
they are voted) will be voted only in accordance with the specifications on such
proxies with respect to the shareholder proposal to amend the Company's By-laws
to provide for the Company's Board of Directors to consist of a majority of
independent non-management members. If no specification is made, the shares will
be voted as an abstention with respect to such shareholder proposal.
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke it at any time before its exercise. A proxy may be revoked
by filing with the Secretary of the Company an instrument revoking it, by
presenting an executed proxy bearing a later date at the Annual Meeting, or by
attending the Annual Meeting and voting in person.
The cost of soliciting proxies will be borne by the Company. Solicitations may
be made by mail, personal interview, telephone and/or telegram by directors,
officers and employees of the Company. Arrangements will be made by the Company
with its transfer agent, Continental Stock Transfer & Trust Company, Two
Broadway, New York, New York 10004, to forward solicitation material to the
beneficial owners of the shares held of record. The Company will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy material to beneficial owners of
the Company's Common Stock.
Copies of the 1996 Annual Report to Shareholders of the Company are being
mailed to shareholders together with this Proxy Statement. The 1996 Annual
Report contains the financial statements of the Company for the fiscal year
ended March 31, 1996.
Only shareholders of record at the close of business on August 6, 1996, have
the right to receive notice of and to vote at the Annual Meeting and any
adjournments thereof. The total number of authorized shares of capital stock of
the Company is 12,500,000, of which 5,000,000 are shares of Common Stock (the
"Common Stock"), $.10 par value, and 7,500,000 are shares of Preferred Stock
(the "Preferred Stock"), $1.00 par value. Of the shares of Common Stock
authorized for issuance at August 6, 1996, __________________ were issued and
outstanding. Of the shares of Preferred Stock authorized for issuance at August
6, 1996, no shares were issued and outstanding. Each share of Common Stock is
entitled to one vote.
Information with respect to the beneficial ownership of shares of Common Stock
of the Company by Directors and Officers of the Company and by certain other
persons is set forth herein under the caption "Beneficial Ownership of Common
Stock."
Under Securities and Exchange Commission ("SEC") rules, the Proxy Card permits
shareholders to abstain on one or more of the proposals or to withhold authority
to vote for one or more nominees for director. In accordance with New York State
law, such abstentions are not counted in determining the votes cast in
connection with the approval of the appointment of auditors and the approval of
the shareholder proposal. Votes withheld in connection with the election of one
or more of the nominees for director will not be counted as votes cast for such
individuals.
The New York Stock Exchange ("NYSE") has informed the Company that all of
management's proposals are considered "discretionary" items upon which brokerage
firms may vote in their discretion on behalf of their clients if such clients
have not furnished voting instructions within ten days of the Annual Meeting.
Further, the NYSE has informed the Company that the shareholder proposal to
amend the Company's By-laws to provide for the Company's
1
<PAGE>
Board of Directors to consist of a majority of independent non-management
members is "non-discretionary," and brokers who have received no instructions
from their clients do not have discretion to vote on this item. Such "broker
non-votes" will not be considered as votes cast in determining the outcome of
the shareholder proposal.
1. ELECTION OF DIRECTORS
It is intended that, unless indicated otherwise thereon, the proxies received
will be voted in favor of the election of the five persons named below (Messrs.
Zinn, Eisenberg, Habib, Harris, and Rosen) to serve as Directors until the next
Annual Meeting of Shareholders and until their successors shall be elected and
shall qualify. Although it is expected that each of the nominees will be
available for election, if a nominee is not a candidate at the time the election
occurs, it is intended that such proxies will be voted for the election of a
substitute nominee selected by the Board of Directors unless the number of
Directors has been reduced to the number of nominees then available for
election. In this event, the proxies would be voted for the reduced number of
nominees. Unless otherwise indicated on the enclosed Proxy Card, the votes
represented by any proxy may be voted at the discretion of the person or persons
voting the proxy. The five nominees receiving a plurality of the votes cast by
the shareholders represented at the meeting, in person or by proxy, will be
elected as Directors of the Company.
The Board of Directors held 11 meetings in the fiscal year ended March 31,
1996.
ANNUAL MEETING
On September 27, 1995, the Company held its last Annual Meeting of
Shareholders. As of the shareholder record date for such Annual Meeting, there
were 2,940,655 shares of Common Stock outstanding of which 91% were represented
at the meeting and of the shares so represented, 100% were voted at the meeting.
At least 88% of all votes present at the meeting were cast for each Director
then standing for election (Messrs. Zinn, Eisenberg, Habib, Harris, and Rosen).
DIRECTORS AND EXECUTIVE OFFICERS
MICHAEL F. ZINN
Mr. Zinn, 43, President, Chief Executive Officer and Chairman of the Board of
Directors, has guided Besicorp Group Inc. since founding the Company in 1976.
Prior to founding the Company, Mr. Zinn was director of a Federally funded
biomass-to-energy project. Prior to the above appointment, Mr. Zinn was employed
in energy engineering. He has been awarded six U.S. patents.
STEVEN I. EISENBERG
Mr. Eisenberg, 46, joined the Company on January 26, 1989 as Vice President of
Beta Development Company, was elected Director and Vice President, Finance on
December 12, 1989 and Senior Vice President and General Manager on April 15,
1991. On July 27, 1995 Mr. Eisenberg was promoted to Executive Vice President
and Chief Operating Officer. Prior to joining the Company, Mr. Eisenberg was
Vice President -- Corporate Finance for Keith, Marshall & Co. from 1984 to 1989,
where he was involved with corporate finance and private placement activities.
Prior to that, Mr. Eisenberg was Vice President and District Manager at Chemical
Business Credit Corp., an affiliate of Chemical Bank, where he was responsible
for new business and administrative activities. Mr. Eisenberg holds an MBA
(Finance) from Fairleigh Dickinson University and a BS (Economics) from the
State University of New York at Oneonta.
GERALD A. HABIB
Mr. Habib, 50, was appointed Director by the Board of Directors on May 6,
1994. In 1993 Mr. Habib founded The Berkshire Group, a Shokan, NY investment
banking and consulting concern that provides business development and merger and
acquisition services to chemical and process clients. From 1986 to 1990 he
served as director of planning and development for NL Chemicals, a multinational
specialty chemical company. Mr. Habib also served as a vice president for
Elitine Corporation, a technology licensing company, and as a business manager
and manager of planning for Olin Chemicals. Mr. Habib holds a BS in Chemical
Engineering from City University of New York and an MBA from New York
University.
HAROLD HARRIS
Mr. Harris, 73, was appointed Director by the Board of Directors on May 6,
1994. He returned to the Board of Directors after a hiatus of eight years,
having first joined on January 28, 1983. Mr. Harris is a private investor and
2
<PAGE>
owner of a Cape Cod, MA land development company. Mr. Harris retired from Avnet
Inc., of New York City, as vice president, where he worked on mergers and
acquisitions. Prior to that, Mr. Harris was vice president of Avnet's
subsidiary, Channel Master, a manufacturer and distributor of communications
antennas and accessories, of Ellenville, NY, where he headed the sales and
engineering departments. Mr. Harris is a former president of the United States
Antenna Manufacturers Association, and in 1964 was a member of the first U. S.
trade mission to Yugoslavia.
RICHARD E. ROSEN
Mr. Rosen, 48, was appointed Director by the Board of Directors on May 6,
1994. In 1993 Mr. Rosen founded Plato Software, Inc. of Saugerties, NY, a
software development company engaged in marketing accounting software. From 1991
to 1993, Mr. Rosen owned and operated Rosebud Consulting Services, which
provided analysis, development, and implementation of computer software systems
to medium-sized businesses. From 1985 to 1991 Mr. Rosen was general manager of
Rosebud Shoes in New York City. Mr. Rosen holds a BA in Social Sciences from the
University of North Carolina.
MICHAEL J. DALEY
Mr. Daley, 41, joined the Company as Financial Manager on August 24, 1987 and
was appointed Vice President, Finance & Administration on May 15, 1989,
Corporate Secretary on April 15, 1991 and Chief Financial Officer on September
26, 1994. Prior to joining the Company, Mr. Daley was Assistant Controller in
charge of partnership accounting for Parliament Hill Corporation, a syndicator
of limited partnerships investing in oil and gas exploration in the continental
United States. Mr. Daley's prior experience includes management positions in
accounting and finance with several companies in the insurance industry. Mr.
Daley holds a BS in Accounting from St. Francis College of Brooklyn, New York.
COMMITTEES OF THE BOARD
The Board of Directors has Compensation, Audit, and Special Litigation
Committees.
The Compensation Committee consists of Messrs. Habib, Harris, and Rosen and
has all the powers and authority of the Board of Directors of the Corporation
with respect to all matters regarding compensation of the executive officers of
the Corporation and the Amended and Restated 1993 Incentive Plan ("1993 Plan").
There were two Compensation Committee meetings during the fiscal year ended
March 31, 1996. In addition, the Committee acted at various times by written
consent during the course of the year.
The Audit Committee consists of Messrs. Habib, Harris, and Rosen and arranges
for the annual audit of the financial statements of the Company. There were two
Audit Committee meetings during the fiscal year ended March 31, 1996.
The Special Litigation Committee consists of Messrs. Habib, Harris, and Rosen
and has all the powers and authority of the Board of Directors of the Company
with respect to all matters affecting the interest of the Company in the
shareholder's derivative action described below in "Legal Proceedings". There
were no Special Litigation Committee meetings during the fiscal year ended March
31, 1996.
BENEFICIAL OWNERSHIP OF COMMON STOCK
Under the rules of the SEC, a person who directly or indirectly has or shares
voting power and/or investment power with respect to a security is considered to
be a beneficial owner of the security. Shares as to which voting power and/or
investment power may be acquired within 60 days are also considered to be
beneficially owned under these rules. The information in the table is as of July
18, 1996, and is based on data furnished to the Company by, or on behalf of, the
persons referred to in the table.
The following table sets forth information with respect to (i) each person
(including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) known to the
Company to be the beneficial owner of more than 5% of the Company's Common
Stock, its only class of voting securities, (ii) the ownership of Common Stock
by each current director and nominee, (iii) the ownership of Common Stock by the
Chief Executive Officer and each other executive officer named below in the
"Summary Compensation Table" and (iv) the ownership of Common Stock by all
current directors and executive officers of the Company as a
3
<PAGE>
group. Except as otherwise provided in the footnotes to the table, the
beneficial owners have sole voting and investment power as to all securities.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF COMMON PERCENT OF COMMON STOCK
NAME OF BENEFICIAL OWNER STOCK BENEFICIALLY OWNED (1)(2) BENEFICIALLY OWNED (1)(2)
------------------------------- ------------------------------ -------------------------
<S> <C> <C>
Michael F. Zinn
1151 Flatbush Road
Kingston, New York 12401 1,712,502 (3) 57.9%(3)
Steven I. Eisenberg 109,500 (4) 3.7%(4)
Gerald A. Habib -- *
Harold Harris 18,844 *
Richard E. Rosen -- *
Michael J. Daley 22,834 (4) *(4)
Directors and executive officers
as a group (6 persons) 1,863,680 62.2%
</TABLE>
- -------
* Less than 1 per cent.
(1) Except as described in the footnotes below, all of the above shareholders
were both the beneficial shareholders and shareholders of record of the shares
listed as of July 18, 1996.
(2) Assumes exercise of all presently exercisable options and warrants.
(3) Includes 45,000 shares that Mr. Zinn has the right to acquire pursuant to
warrants which are presently exercisable and 111,135 shares held in the name of
his immediate family.
(4) Includes shares that Mr. Eisenberg (28,000) and Mr. Daley (9,500) have the
right to acquire pursuant to options granted under the Company's Incentive Stock
Option Plan (the "ISO Plan"), which options are presently exercisable.
The Company's executive officers and directors and holders of more than 10% of
the Company's Common Stock are required under Section 16(a) of the Exchange Act
to file reports of ownership of Company securities and changes in ownership with
the SEC. The Company believes that during the fiscal year ended March 31, 1996
the executive officers and directors and holders of more than 10% of the
Company's Common Stock complied with all applicable Section 16(a) filing
requirements, except that it has come to the Company's attention that Richard P.
Lewandowski, a former executive officer of the Company, did not make a Form 4 or
Form 5 exit filing.
MANAGEMENT REMUNERATION
The following table sets forth the aggregate compensation, paid or accrued
during the fiscal years ended March 31, 1996, 1995, and 1994 of the Chief
Executive Officer and each other executive officer of the Company whose total
annual salary and bonus exceeded $100,000 for services in all capacities:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------- --------------
SECURITIES ALL OTHER
NAME AND UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) (1) ($) (3)
------------------------------------------- --- ---------- --------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Michael F. Zinn 1996 350,000 250,000 39,000 14,620(2)
President and CEO
1995 333,717 500,000 13,512(2)
1994 199,756 616,344 15,416(2)
Steven I. Eisenberg 1996 163,077 318,367(4) 13,500 14,620(2)
Executive Vice President and
Chief Operating Officer
1995 152,325 233,221(4) 14,000(2)
1994 151,426 189,774(4) 14,647(2)
Michael J. Daley 1996 85,000 15,000 3,000 1,000
Vice President,
Chief Financial Officer, Corporate Secretary
1995 83,846 16,000 1,150
1994 75,000 77,500(4) 1,000
</TABLE>
4
<PAGE>
(1) In January 1996 the Compensation Committee granted to Mr. Zinn and Mr.
Eisenberg non-statutory options under the 1993 Plan to purchase 20,500
restricted shares of the Company's common stock at $7 per share exercisable
until December 31, 1996. The options were subsequently exercised. Option shares
are subject to transfer restrictions and forfeiture provisions which lapse on
the fifth anniversary of the grant and will be held in escrow during the
restriction period. Upon termination of employment during the restriction
period, all option shares would be forfeited and the Company would repurchase
the shares for $7 per share plus a rate of return based on the prime rate. The
Company may waive the forfeiture provision within 30 days of termination.
(2) Premiums of $10,000 paid by the Company on life insurance policies for both
Mr. Zinn and Mr. Eisenberg in each of Fiscal 1996, 1995, and 1994.
(3) The Company's contribution to the Company's qualified 401(k) Plan is as
follows for the named individuals for Fiscal 1996: Mr. Zinn, $4,620; Mr.
Eisenberg, $4,620; and Mr. Daley, $1,000; for Fiscal 1995: Mr. Zinn, $3,512; Mr.
Eisenberg, $4,000; and Mr. Daley, $1,150; and for Fiscal 1994: Mr. Zinn, $5,416;
Mr. Eisenberg, $4,647; and Mr. Daley, $1,000.
(4) The Company has a long-term deferred compensation plan, pursuant to which
incentive compensation was provided to certain key employees based on the future
operating performance of certain projects. Pay-outs made from the Company's
long-term compensation plan for the named individuals for Fiscal 1996: Mr.
Eisenberg, $68,691; for Fiscal 1995: Mr. Eisenberg, $41,207; and for Fiscal
1994: Mr. Eisenberg, $16,602 and Mr. Daley, $45,000.
DIRECTOR COMPENSATION
Directors of the Company who are also employees are not paid any fees or
compensation for their services as members of the Company's Board of Directors
or any committee thereof.
Each Director of the Company who is not an employee of the Company (Messrs.
Habib, Harris, and Rosen) receives an annual retainer of $20,000 for their
service as a member of the Board of Directors. In addition, these same Directors
who serve on the Special Litigation Committee receive $500 for each full day and
$250 for each half day worked on the Committee, plus reimbursement of reasonable
out-of-pocket expenses.
STOCK OPTIONS
The following table sets forth information concerning the grant of stock
options made during the fiscal year ended March 31, 1996 under the Company's
1993 Plan to the named executive officers of the Company.
5
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS/SAR'S MARKET PRICE
GRANTED TO EXERCISE OR DATE OF
OPTIONS/SAR'S EMPLOYEES IN BASE PRICE GRANT EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SHARE) $/SHARE DATE
------------------- --------------- ------------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Michael F. Zinn 19,000(a) 23 7.00 9.875 12/31/96
20,000(b) 24 3.00 11.125 2/5/07
Steven I. Eisenberg 1,500(a) 2 7.00 9.875 12/31/96
12,000(b) 15 3.00 11.125 2/5/07
Michael J. Daley 3,000(b) 4 3.00 11.125 2/5/07
</TABLE>
(a) Under the 1993 Plan up to 1,000,000 shares of common stock may be issued to
officers, directors, employees and consultants of the Company. Awards under the
plan may be in the form of statutory stock options, non-statutory stock options,
stock appreciation rights ("SAR's"), dividend payment rights or options to
purchase restricted stock. The 1993 Plan, which expires on December 31, 2002,
was originally approved by the Board of Directors in December 1992 and was
approved by the shareholders effective January 1, 1993. On January 15, 1996 the
1993 Plan was amended and restated by the Board of Directors effective January
1, 1996 to meet the requirements of Exchange Act Rule 16b-3 so that transactions
effected pursuant to the 1993 Plan qualify for an exemption from Section 16(b)
of the Exchange Act. In January 1996 the Compensation Committee granted options
to purchase restricted stock to two officers under the 1993 Plan totaling 20,500
shares of the Company's common stock at $7 per share until December 31, 1996.
The options were subsequently exercised. Option shares are subject to transfer
restrictions and forfeiture provisions which lapse on the fifth anniversary of
the grant and will be held in escrow during the restriction period. Upon
termination of employment during the restriction period, all option shares would
be forfeited and the Company would purchase the shares at $7 per share plus a
rate of return based on the prime rate. The Company may waive the forfeiture
provision within 30 days of termination.
(b) In February 1996 the Compensation Committee granted non-statutory options to
officers and employees under the 1993 Plan to purchase 61,500 shares of the
Company's common stock at $3 per share, of which 35,000 shares were granted to
officers. The options vest as to 20% of the grant shares in each of the sixth
through the tenth years after the date of grant.
The following table provides information related to options and warrants
exercised by the named executive officers during Fiscal 1996 and the number and
value of options and warrants held at fiscal year end. The Company does not have
any outstanding SAR's.
<TABLE>
AGGREGATED OPTION/WARRANT EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/WARRANT VALUES
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
OPTION/WARRANTS IN-THE-MONEY OPTIONS/
NUMBER OF AT FY-END (#) WARRANTS AT FY-END ($)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
------------------- --------------- ----------------- -------------- -----------------------
<S> <C> <C> <C> <C>
Michael F. Zinn 19,000 54,625 45,000/20,000 596,875/235,000
Steven I. Eisenberg 1,500 4,313 28,000/12,000 284,900/141,000
Michael J. Daley 1,200 7,800 11,300/3,000 109,750/35,250
</TABLE>
The Company's ISO Plan, which expired March 12, 1992, provided for the
granting of "incentive stock options" within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"). Outstanding options
under the ISO Plan remain exercisable for 10 years after the date they were
granted. At July 18, 1996, there were two officers participating in the ISO Plan
and a total of 37,500 shares were subject to such options at an average exercise
price of $4.77 per share. All of such options are presently exercisable, and
will expire on dates ranging from April 26, 1998 to November 6, 2000.
CERTAIN TRANSACTIONS
As of March 31, 1996 and 1995, two corporations owned by the Company's
President (the "Corporations") owed the Company $16,602 and $10,217,
respectively. These amounts represent the net balances due to the Company,
6
<PAGE>
which provides accounting services to the Corporations. The Corporations
provided to the Company airport usage and plane services valued at $64,828,
$74,914 and $58,657 for the years ended March 31, 1996, 1995 and 1994,
respectively. During Fiscal 1994, the Company purchased an airplane from one of
the Corporations at a purchase price of $57,290, which the Company uses for
business transportation.
As a part of his guarantees of the Company's debts of $407,266 and $441,236 at
March 31, 1996 and 1995, the President of the Company has a security interest in
various assets, patents, and personal property owned by the Company.
LEGAL PROCEEDINGS
On March 29, 1993, James Lichtenberg commenced a shareholder's derivative
action now pending in New York Supreme Court, Ulster County, entitled
Lichtenberg v. Michael F. Zinn, et al. The Company is named as nominal defendant
in this shareholder's derivative action, which also names as defendants Michael
F. Zinn, Steven I. Eisenberg, and Martin E. Enowitz, who were directors and
officers at the time the action was filed. The complaint alleges that the
directors breached their fiduciary duties to the Company by, among other things,
the issuance of stock to themselves in lieu of cash compensation, allegedly for
inadequate consideration, and by the accounting treatment given to the Company's
interest in various partnerships which own and operate cogeneration facilities,
which allegedly depressed the price of the Company's stock. The plaintiff is
seeking an award of damages to the Company, including punitive damages and
interest, an accounting and the return of assets to the Company, the appointment
of independent members to the Board of Directors, the cancellation of shares
allegedly improperly granted, and the award to the plaintiff of costs and
expenses of the lawsuit including legal fees. The defendants denied the
allegations of the complaint. The Company believes that meritorious defenses
have been asserted, and that the outcome of the action will have no material
adverse impact upon the Company. On May 6, 1994 the Board of Directors of the
Company formed a Special Litigation Committee ("SLC") comprised of independent,
outside directors to investigate the allegations made in the action and
determine if continued prosecution of the action is in the best interest of the
Company. On March 28, 1995, after an extensive investigation of the allegations
made in the complaint, the SLC issued a resolution finding that the continued
prosecution of the derivative action was not in the best interest of the
Company. By further resolution dated April 27, 1995, the SLC instructed the
Company's outside counsel to take the necessary steps in court to seek to have
the action dismissed. Pursuant to resolution of the SLC, on May 18, 1995, a
motion to dismiss the action based on the recommendation of the SLC was filed
with the Court and is being held in abeyance by the Court pending the completion
of limited discovery.
On or about May 2, 1996, certain officers, directors, employees, former
employees of the Company and certain spouses and affiliates thereof, were served
subpoenas by the U. S. Attorney's office for the production of documents and/or
potential testimony before a United States Grand Jury in White Plains, NY. Based
upon the content of the subpoenas and information contained in certain newspaper
articles relating to the investigation, the Company believes that the scope of
the investigation may include the circumstances surrounding contributions by
certain individuals associated with the Company to the 1992 and 1994 U. S.
Congressional campaigns of Maurice Hinchey and use of the Company's assets in
connection therewith. The Company has complied with the document request
contained in the subpoena. At this time, based on the present status of the
investigation, the Company does not know what effect, if any, the investigation
and its outcome will have on its business. However, the Company has incurred and
expects to continue to incur substantial legal fees and other expenses in
connection with the investigation.
2. APPROVAL OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company recommends that shareholders vote at the
meeting to approve the appointment of Robbins, Greene, Horowitz, Lester & Co.,
LLP as independent public accountants of the Company for the fiscal year ending
March 31, 1997.
A representative of Robbins, Greene, Horowitz, Lester & Co., LLP is expected
to be present at the meeting. The representative will be given the opportunity
to make a statement at the meeting and is expected to be available to respond to
appropriate questions.
The Board of Directors recommends a vote of yes to this proposal. The
favorable vote of a majority of shares of Common Stock represented in person or
by proxy at the meeting will be required for such approval.
7
<PAGE>
3. SHAREHOLDER PROPOSAL
The Company has received a request from a shareholder for inclusion of the
following proposal:
Proposal to Amend By-Laws Regarding Composition of Board of Directors
A shareholder of the Company proposes an amendment of the By-laws "to provide
that the Board of Directors shall consist of a majority of independent
non-management directors. For these purposes, the definition of independent
non-management director shall mean a director who: (i) has not been employed by
the Company or an affiliate in an executive capacity within the past three
years, (ii) is not, and is not employed with a company or firm that is, a paid
advisor or consultant to the Company, (iii) is neither employed by nor has a
substantial contractual relationship with a significant customer or supplier of
the Company or an affiliate, (iv) has no personal services/contract(s) with the
Company, (v) is not personally related to any current director of the Company,
and (vi) is neither employed by nor has a substantial contractual relationship
with a tax-exempt entity that receives significant contributions from the
Company."
The following is a statement of the proponent in support of this resolution:
"The purpose of this proposal is to assure that the Board of Directors
includes a significant number of independent non-management directors who we
believe will facilitate clear and objective decision making. A Board of
Directors must formulate corporate policies and monitor the activities of
management in implementing those policies. Given those functions, we believe
that it is in the best interest of all stockholders if at least a majority of
our representatives be independent.
"The benefits of such independence we think are well accepted. The New York
Stock Exchange, for instance, requires each of its listed companies to have at
least two members of the board of directors and all members of the audit
committee who meet New York Stock Exchange standards of independence. We believe
that a majority of directors of publicly held companies are not employees of the
companies on whose boards they serve. In addition, The Business Roundtable in
its publication Corporate Governance and American Competitiveness recently noted
that the board of directors of public corporations 'should be composed
predominantly of independent directors who do not hold management
responsibilities within the corporation.' A variety of occupational backgrounds
(i.e. corporate executives from a diversity of industries, public service,
academia, law and finance) is, in our opinion, an integral element of a model
board of directors. As noted by The Roundtable, directors must be 'able to work
as a cohesive team, while preserving their ability to effectively differ with
each other' and be able to exercise judgment 'in ways that are both supportive
and challenging to the corporation.'
"It is our belief that a board having a majority of independent directors is
the shareholders' best assurance that performance is enhanced and that director
accountability is maintained. Indeed, with such an assurance, we believe, that
need for direct shareholder involvement in any other corporate governance matter
is significantly reduced provided that the company's performance remains
satisfactory.
"SUPPORT FOR THIS PROPOSAL, in our opinion, will be a constructive
contribution by shareholders toward an improved corporation."
The foregoing is a statement prepared by the proponent of the proposal. The
Board of Directors of the Company disclaims any representation as to the
accuracy of the statements made by the proponent therein.
Certain members of the Board of Directors who are beneficial owners of shares
of Common Stock entitled to vote at the meeting have informed the Company that
they intend to vote their respective shares against such proposal. The favorable
vote of a majority of shares of Common Stock represented in person or by proxy
at the meeting will be required for approval. The members of the Board of
Directors and certain members of their families who intend to vote against the
shareholder proposal own 60% of the Company's outstanding shares of Common
Stock.
The name and address of the proponent of the shareholder proposal and the
number of shares of voting securities held by such proponent will be furnished
to any person, either orally or in writing as requested, promptly upon the
receipt of any oral or written request therefor.
The effect of approval of this proposal would be to require that persons other
than management have direct representation on, and potentially control of, the
Board of Directors of the Company.
8
<PAGE>
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be included in the Company's proxy
statement and form of proxy relating to the Company's 1997 Annual Meeting must
be received no later than April 19, 1997, by the Secretary of the Company at the
Company's address set forth on the first page of this Proxy Statement.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
On May 22, 1996 in accordance with Section 721 and 722 of New York Business
Corporation Law and the By- laws of the Company, the Board of Directors
determined to indemnify the officers of the Company for attorneys' fees and
disbursements of counsel approved by the Company relating to the service of
subpoenas for documents and testimony before a U. S. Grand Jury in White Plains,
New York. Pursuant to such action, on June 19, 1996, the Company made payment to
Baden Kramer Huffman & Brodsky, P.C., in the amount of $22,698 for legal
services and disbursements. For further discussion, see Legal Proceedings.
OTHER BUSINESS
As far as it is known or has been determined, no business other than the
matters referred to herein will come before the Annual Meeting. However, it is
intended that the proxy solicited herein will be voted on any other matters that
may properly come before the meeting in the discretion of the person or persons
voting such proxy.
By Order of the Board of Directors
Michael J. Daley
Vice President/Chief Financial
Officer/Corporate Secretary
Kingston, New York
August 21, 1996
9
<PAGE>
BESICORP GROUP INC.
NOTE: FOR ALL HOLDERS WHO ACQUIRED SHARES PRIOR TO THE 10-FOR-1 REVERSE STOCK
SPLIT OF THE COMPANY'S COMMON STOCK EFFECTIVE APRIL 16, 1991, THE NUMBER OF
SHARES WHICH YOU ARE ENTITLED TO VOTE, AS IDENTIFIED HEREON, IS AS ADJUSTED TO
REFLECT SUCH REVERSE STOCK SPLIT.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
YOUR PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE
COUNTED.
Please fold at perforation before detaching
BESICORP GROUP INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael J. Daley and Karen Keator, and each of
them, with full power of substitution, the proxies of the undersigned to vote
all shares of Common Stock of BESICORP GROUP INC. (the "Company") which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of the Company, to be held at the Wiltwyck Country Club,
Lucas Avenue Extension, Kingston, New York 12401 on Wednesday, September 25,
1996 at 10:00 a.m. and at all adjournments thereof, in accordance with the
directions on the reverse side hereof with respect to the following matters:
1. Election of Directors:
NOMINEES: Michael F. Zinn, Steven I. Eisenberg, Gerald A. Habib, Harold Harris,
Richard E. Rosen
2. Appointment of Robbins, Greene, Horowitz, Lester & Co., LLP, as the
independent public accountants of the Company for the fiscal year ending March
31, 1997.
3. Shareholder proposal with respect to an amendment to the Company's By-Laws to
provide for the Company's Board of Directors to consist of a majority of
independent non-management members.
4. Such other matters as may properly come before the meeting.
SEE REVERSE SIDE
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2:
Please mark your votes as in this example. /x/
<TABLE>
<CAPTION>
<S> <C>
1. ELECTION OF DIRECTORS: / / FOR all nominees as 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, DRAW A LINE THROUGH THE NOMINEE'S NAME.)
Michael F. Zinn, Steven I. Eisenberg, Gerald A. Habib, Harold Harris, Richard E. Rosen
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
2. TO APPROVE THE APPOINTMENT OF ROBBINS, GREENE, HOROWITZ, LESTER & CO., LLP, AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE
COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 1997.
3. TO APPROVE A SHAREHOLDER PROPOSAL WITH RESPECT TO AN AMENDMENT TO THE COMPANY'S BY-LAWS TO PROVIDE FOR THE COMPANY'S
BOARD OF DIRECTORS TO CONSIST OF A MAJORITY OF INDEPENDENT NON-MANAGEMENT MEMBERS.
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
- ------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C>
2. FOR AGAINST ABSTAIN
/ / / / / /
3. / / / / / /
4. / / / / / /
- -------------------------
</TABLE>
THIS PROXY WILL BE VOTED AS DIRECTED. UNLESS OTHERWISE DIRECTED, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2 AND WILL BE VOTED AS AN ABSTENTION FOR PROPOSAL
3.
Please be sure to sign and date this Proxy.
<TABLE>
<CAPTION>
<S> <C>
Shareholder sign here Date
- --- ---------- ------
Co-owner sign here Date
- --- ---------- ------
</TABLE>
NOTE: Please sign exactly as the
name appears on this card. 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.
/ /
