SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
Name of Registrant as
Specified In Its Charter: The Diana Corporation
Name of Person(s) Filing Proxy Statement: Keith R. Steffel
Secretary
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $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.
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applies:
2) Aggregate number of securities to which transaction
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computed pursuant to Exchange Act Rule 0-11:_/
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[ ] Check box if any part of the fee is offset as provided by
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<PAGE>
THE DIANA CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 17, 1995
TO THE SHAREHOLDERS OF THE DIANA CORPORATION:
The Annual Meeting of the Shareholders of THE DIANA CORPORATION (the
"Company") will be held at the O'Hare Hilton, O'Hare International Airport,
Chicago, Illinois 60666, Room 2002 on August 17, 1995 at 1:00 p.m., local
time, to consider and act upon the following matters:
1. The election of two directors to serve for a three-year term.
2. Any other matters that may properly come before the meeting or any
adjournments thereof.
Shareholders of record at the close of business on June 21, 1995, are
entitled to notice of and to vote at the meeting.
You are cordially invited to attend the meeting. Your vote is important no
matter how large or small your holdings may be. Whether or not you plan to
attend the meeting, please date, sign and return the accompanying proxy at
your earliest convenience so as to assure the largest possible representation
at the meeting. A reply envelope is provided for this purpose which needs no
postage if mailed in the United States. If you attend the meeting and wish
to vote in person, your proxy may be revoked.
By Order of the Board of Directors,
Keith R. Steffel
Secretary
Milwaukee, Wisconsin
July 13, 1995
<PAGE>
PROXY
ANNUAL MEETING OF SHAREHOLDERS OF THE DIANA CORPORATION
RICHARD Y. FISHER and R. SCOTT MISWALD, and each of them, are hereby
appointed proxies, with full power of substitution, to represent and to vote,
as set forth on the reverse side, all shares of stock the undersigned is
entitled to vote at the annual meeting of shareholders of The Diana
Corporation, to be held at the O'Hare Hilton, O'Hare International Airport,
Chicago, Illinois 60666, Room 2002 on August 17, 1995 at 1:00 p.m. local
time, and at any adjournments thereof, hereby revoking any proxy heretofore
given.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CHOICE IS INDICATED, WILL BE
VOTED FOR ITEM 1.
1. ELECTION OF DIRECTORS: SYDNEY B. LILLY AND DONALD D. BARR
FOR all nominees WITHHOLD (INSTRUCTION: To withhold authority
listed (except as AUTHORITY to vote for any individual nominee,
marked to the to vote for write that nominee's name on the
contrary.) all nominees space provided below.)
listed
___________________________________
[ ] [ ]
2. In their discretion on such other matters as may properly come before the
meeting.
Dated:________________________________19__
__________________________________________
__________________________________________
(Please sign exactly as name appears
hereon. If stock is owned by more than
one person, all owners should sign.) If
signing as attorney, administrator,
executor, guardian or trustee, please
indicate such capacity. A proxy given by
a corporation should be signed by an
authorized officer.
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE CORPORATION.
<PAGE>
THE DIANA CORPORATION
8200 West Brown Deer Road
Suite 200
Milwaukee, Wisconsin 53223
___________________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 17, 1995
Solicitation
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Diana Corporation (the "Company")
for the Annual Meeting of Shareholders to be held at the O'Hare Hilton,
O'Hare International Airport, Chicago, Illinois 60666, Room 2002 on August
17, 1995 at 1:00 p.m., local time, and any adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. Shares represented by properly executed proxies will be voted
at the meeting in accordance with the directions contained therein, but a
proxy may be revoked at any time prior to its exercise by written notice
filed with the Secretary of the Company or the acting secretary of the
meeting, including by subsequent written proxy, or by oral notice to the
presiding officer during the meeting.
In addition to use of the mails, proxies may be solicited in person or by
telephone or facsimile by directors, officers and regular employees of the
Company, and no additional compensation will be paid to these persons for
their efforts. All expenses of soliciting proxies will be paid by the
Company. Upon request, the Company will reimburse brokers, dealers, banks
and voting trustees, or their nominees, for reasonable expenses incurred in
forwarding copies of the proxy material and annual report to the beneficial
owners of shares which such persons hold of record. The Company may also
request other holders of record to forward copies to the beneficial owners,
and reimburse them for reasonable forwarding expenses.
The 1995 Annual Report to Shareholders is not incorporated in this proxy
statement and is not deemed to be part of the proxy solicitation material.
This proxy statement, the accompanying proxy and the 1995 Annual Report to
Shareholders are being mailed to shareholders commencing on or about July 13,
1995.
Voting Securities
Holders of record of the Company's Common Stock at the close of business on
June 21, 1995, the record date fixed by the Board of Directors, are entitled
to notice of and to vote at the meeting. On June 21, 1995, 3,914,837 shares
of Common Stock were outstanding. Each holder is entitled to one vote in
person or by proxy for each such share of stock registered in his name on the
above date. A majority of the shares entitled to vote, represented in person
or by proxy, constitutes a quorum. If a quorum is present, the two nominees
for directors of the Company who receive the greatest number of votes will be
elected. Abstentions are considered as shares present and entitled to vote
but are not counted as votes cast in the affirmative on a given matter. If
a broker indicates on the proxy that it does not have discretionary authority
as to certain shares to vote on a particular matter, those shares will not be
considered as shares present and entitled to vote.
1
<PAGE>
Principal Shareholders
The following sets forth as of June 21, 1995, information concerning (i)
beneficial ownership of the Company's Common Stock by the only persons who
are known by the Company to own beneficially more than 5% of the Common Stock
(including options exercisable within 60 days of June 21, 1995) and (ii)
beneficial ownership of the Common Stock (including options exercisable
within 60 days of June 21, 1995) by each director, nominee, and named
executive officer and by all directors, nominees and officers of the Company
as a group. Except as otherwise noted, the persons named below have sole
voting and investment power with respect to shares shown as beneficially
owned:
<TABLE>
<CAPTION>
Number of
Beneficial Owner Shares (1) Percent
<S> <C> <C>
Richard Y. Fisher ................................. 807,983(3) 19.4%
8200 West Brown Deer Road, Suite 200
Milwaukee, WI 53223
Donald E. Runge ................................... 773,966 18.6%
8200 West Brown Deer Road, Suite 200
Milwaukee, WI 53223
Dimensional Fund Advisors, Inc .................... 294,715(2) 7.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Sydney B. Lilly ................................... 141,597(3) 3.5%
Jack E. Donnelly .................................. 16,537 *
Jay M. Lieberman .................................. 11,025 *
R. Scott Miswald .................................. 7,717 *
Edward J. Bailey .................................. 1,275 *
Donald D. Barr .................................... 1,050 *
All directors and officers as a group (9 persons).. 1,761,150(3) 38.6%
</TABLE>
________________
* Less than 1 percent.
(1) Includes options exercisable within 60 days of June 21, 1995 to purchase
249,776 shares for Messrs. Fisher and Runge, 113,587 shares for Mr.
Lilly, 11,025 shares for Messrs. Donnelly and Lieberman, 1,275 shares
for Mr. Bailey and 641,976 for all directors and officers as a group.
(2) Based on its Schedule 13G filed January 30, 1995, Dimensional Fund
Advisors Inc. ("Dimensional"), a registered investment adviser, is
deemed to have beneficial ownership of 294,715 shares of Common Stock,
all of which shares are held in portfolios of DFA Investment Dimensions
Group, Inc., a registered open-end investment company, or the DFA Group
Trust, an investment vehicle for qualified employee benefit plans, for
both of which Dimensional serves as investment manager. Dimensional
disclaims beneficial ownership of all such shares.
(3) Mr. Lilly owns 10,000 shares (less than 1%) of common stock of Entree
Corporation ("Entree"), an 81.25%-owned subsidiary of the Company. Mr.
Fisher has direct ownership of 20,000 shares of Entree common stock and
indirect ownership of 50,000 shares which are owned by his adult son and
daughter as to which Mr. Fisher disclaims beneficial ownership, for an
aggregate of 70,000 shares (less than 1%). All directors and officers
as a group beneficially own 90,000 shares of Entree common stock (1.1%).
Election of Directors
The six member Board of Directors in office following the Annual Meeting will
be divided into three classes of two members each. The election of directors
is staggered so that the term of only one class of directors expires each
year. The term of each class is three years and the term of office for the
class being elected at this meeting will expire in 1998. The Board currently
intends to add a seventh director, who would be another outside director,
within six months following the Annual Meeting.
The Board of Directors believes that all nominees will stand for election,
but if any person nominated fails to stand for election, the persons named in
the accompanying form of proxy or their substitutes will vote for a
substitute nominee selected by the Board of Directors, unless the Board
reduces the number of directors to be elected. The Board of Directors
believes that each nominee named herein will serve if elected to the Board of
Directors.
2
<PAGE>
The Board of Directors recommends that shareholders vote FOR all nominees to
be elected as Directors.
The following table sets forth certain information regarding the nominees and
other directors.
Director Principal Occupation for the
Name and Age Since Past Five Years; Directorships
Nominees for Terms Expiring in 1998
Sydney B. Lilly 1988 Executive Vice President of the Company
Age 66 since April 1995. Legal and business
consultant from 1984 to 1995; Director of
Entree.
Donald D. Barr 1991 Private law practice since 1984 and
Age 62 business consultant since December 1994;
Chief Executive Officer of Jensen
Products, Inc. (Long Beach) a
manufacturer of products for the R.V. and
manufactured housing industries, from
October 1992 to December 1994.
Directors With Terms Expiring in 1996
Richard Y. Fisher 1978 Chairman of the Board since 1984.
Age 62 Mr. Fisher has held various executive
positions with the Company and its
subsidiaries since 1984. Mr. Fisher is
a director of Entree.
Donald E. Runge 1978 President of the Company since April
Age 57 1995. Mr. Runge held various executive
positions with the Company and its
subsidiaries prior to 1990. President of
General Growth, Inc., a private
investment company, since 1990.
Directors With Terms Expiring in 1997
Jack E. Donnelly 1991 Principal of Bailey & Donnelly
Age 60 Associates, Inc., an investment company,
since 1986.
Jay M. Lieberman 1989 Private law practice since 1987.
Age 62
Messrs. Fisher and Runge were executive officers and directors of Retailing
Corporation of America ("RCOA") and Economy Dry Goods, Inc. (EDG) from RCOA's
incorporation in 1982 and the purchase of EDG by RCOA in 1986 to their
respective resignations in October 1990 and November 1989. On January 4,
1991, RCOA and EDG became the subject of proceedings under Chapter XI of the
Federal Bankruptcy Code. On October 23, 1992, a Plan of Reorganization was
confirmed for EDG.
3
<PAGE>
The Board of Directors, its Committees, and Director Compensation
The Board of Directors held a total of 4 meetings during the fiscal year
ended April 1, 1995. Each director attended at least 75% of the aggregate
total number of meetings of the Board of Directors held during the last
fiscal year and the total number of meetings held by all committees of the
Board of Directors on which he served during the year.
The Board of Directors has one standing committee--an Audit Committee. The
Audit Committee recommends to the Board of Directors the independent
certified public accountants to perform audit and non-audit services, reviews
the scope and results of such services, reviews with management and the
independent certified public accountants the systems of internal control,
assures adherence in accounting and financial reporting to generally accepted
accounting principles and performs such other duties deemed appropriate by
the Board of Directors. Currently, Messrs. Bailey and Lieberman are the
members of the Audit Committee. The Committee met three times during the
fiscal year ended April 1, 1995.
The Company has no standing nominating or compensation committee of the Board
of Directors, or committees performing similar functions, because decisions
regarding nomination of directors and executive compensation are made by the
full Board of Directors.
Directors who are not executive officers or employees of the Company or a
subsidiary of the Company currently receive an annual fee of $15,000 and are
reimbursed for travel expenses. Members of the Audit Committee receive an
additional fee of $1,250 per Audit Committee meeting. The Board of Directors
intends to change the director compensation policy by eliminating the $15,000
annual fee. Outside directors will receive an annual grant of options to
purchase 1,000 shares of the Company's common stock at an exercise price that
is 50% of the closing price of the Company's common stock on the date of
grant and $2,000 per Board of Directors meeting that is attended by the
director. The options will not be exercisable as long as the director is a
member of the Board of Directors. In fiscal 1995, Board members were also
compensated for performing certain other services for the Company. See
"Compensation Committee Interlocks and Insider Participation."
EXECUTIVE COMPENSATION
The following table sets forth the total annual compensation paid or accrued
by the Company for the account of the executive officers of the Company whose
total salary and bonus for the fiscal year ended April 1, 1995 exceeded
$100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long Term
Name & Principal Fiscal Salary Other Annual Compensation Awards All Other
Position Year (1) Bonus Compensation Stock Options (#) Compensation
<S> <C> <C> <C> <C> <C> <C>
Richard Y. Fisher 1995 $444,538 $ 0 $ 0 0 $ 0
President and CEO 1994 394,538 0 0 100,000 (2) 0
1993 394,603 0 0 0 0
R. Scott Miswald 1995 110,000 0 0 0 0
Vice President, 1994 95,000 0 0 50,000 (2) 0
Treasurer and 1993 89,461 0 0 5,000 (3) 0
Controller
</TABLE>
(1) Includes deferred compensation for Mr. Fisher of $174,538 in each of the
fiscal years 1995 and 1994 and $174,603 in fiscal year 1993 which was
accrued by the Company pursuant to the Company's previously existing
Employment Agreement with Mr. Fisher.
(2) During fiscal 1994, Mr. Fisher and Mr. Miswald were granted options to
purchase 100,000 and 50,000 shares, respectively, of Entree common
stock.
(3) During fiscal 1993, Mr. Miswald was granted options to purchase 5,000
shares of the Company's common stock.
4
<PAGE>
The table below provides information regarding the value of in-the-money
stock options held by named executive officers at April 1, 1995. Named
executive officers did not exercise any stock options during the fiscal year.
Fiscal Year End Option Values
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised Options In-the-Money Options
at Fiscal Year End at Fiscal Year End
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Richard Y. Fisher
- Diana Options 249,776 0 $29,999 $ 0
- Entree Options 0 100,000 0 0
R. Scott Miswald
- Diana Options 5,512 0 0 0
- Entree Options 0 50,000 0 0
</TABLE>
Employment Agreements
The Company has entered into employment agreements (the "Agreements"),
effective as of April 2, 1995, with Mr. Richard Fisher, Mr. Donald Runge and
Mr. Sydney Lilly (the "Officers"). Mr. Fisher is serving as the Chairman of
the Company, Mr. Runge is serving as President and Mr. Lilly is serving as
Senior Vice President.
Each Agreement is for a term expiring March 31, 1997, subject to extension
from year to year thereafter unless either the Company or the Officer
provides 90 days prior notice that the term should be not so extended. Each
Agreement provides for a minimum annual salary of $210,000, six weeks paid
vacation per year, payment of the annual dues of an athletic or similar
social club, lifetime medical expense reimbursement for the Officer and his
spouse (medical expense reimbursement is for the term of the Agreement for
Mr. Lilly and 5 years for his spouse), a bonus (described below) and
nondiscrimination with respect to certain other benefits provided to the
Company's officers. In addition, Mr. Lilly received a 5 year option to
purchase 75,000 shares of common stock at $6.50 per share. Mr. Fisher's
Agreement also provides for the payment through fiscal 2000 of deferred
compensation previously earned by him and permits him to purchase at
termination of employment, for book value, the furniture in his personal
office.
Each Agreement provides for an annual bonus equal to the greater of (a) 1/3
of 1% of the purchase price or sales price relating to any business purchased
or sold by the Company or its affiliates, or (b) an amount equal to (ROI less
Base Rate) x Investment x 10%, where ROI equals the Company's earnings before
interest and taxes divided by Investment, Investment equals shareholders
equity (at the beginning of the year) plus average amount of debt (during the
prior year) and Base Rate is 150% of the yield on 30 year treasury bonds at
the beginning of the fiscal year. For fiscal 1996, Investment is $30,128,000
and the Base Rate is 11.15%.
In the event of termination of employment due to disability or death, the
Officer is entitled to receive three-quarters of his salary and bonus for the
year of termination. In the event an Officer terminates his employment
following a change in his position, a failure to re-elect him as a director
or a change-in-control of the Company, the Company must pay in a lump sum an
amount equal to 100% of the salary for the rest of the year in which the
employment terminated. The Officer would also be entitled to the entire
bonus for the year of termination.
Compensation Committee Interlocks and Insider Participation
As noted above, the Board of Directors does not have a compensation
committee, because executive compensation decisions are made by the full
Board. All directors participate in the deliberations.
Mr. Fisher is the Company's Chairman. His employment agreement and his
fiscal 1995 compensation is described above.
5
<PAGE>
Mr. Runge is President of the Company and owner of General Growth, Inc., a
private investment company. His employment agreement with the Company is
described above. The Company paid $100,000 to General Growth, Inc. for
services performed for the Company in fiscal 1995.
Mr. Donnelly has entered into a consulting agreement with the Company to
serve as chairman and consultant to C&L Communications, Inc. ("C&L"), one of
the Company's subsidiaries. Upon expiration or termination of the agreement,
the Company will pay Mr. Donnelly 10% of the "increase in value" of C&L. The
increase in value is defined generally as the previous fiscal year's net pre-
tax profits of C&L, multiplied by four, minus $9 million. During fiscal 1995
Mr. Donnelly's consulting agreement was amended to provide for an extension
of the term of the agreement from December 23, 1996 to March 31, 1997, and
Mr. Donnelly was provided an option to extend the term one additional year.
Also, Mr. Donnelly has the ability to obtain a loan from the Company at the
prime rate, not to exceed 25% of the amount accrued by the Company for the
estimated payment due at the termination of the agreement. No amounts have
been loaned to Mr. Donnelly pursuant to this provision. During fiscal 1995
Mr. Donnelly was paid $50,000, in accordance with the agreement and the
Company accrued $100,000 for the termination payment.
Mr. Lieberman is in private law practice. During fiscal 1995, Mr. Lieberman
performed tax consulting services for the Company for which he was paid
$3,650.
Mr. Lilly is Senior Vice President of the Company. His employment agreement
is described above. Mr. Lilly was paid $100,000 for services performed for
the Company in fiscal 1995 as a consultant and a salary of $15,000 for
serving as president of a subsidiary of the Company.
Mr. Barr was paid $11,500 for services performed for the Company in fiscal
1995.
Board of Directors Report on Executive Compensation
The Board of Directors is responsible for establishing the compensation of
the Company's President and Chief Executive Officer. This report documents
the Board's compensation policies and the Board's basis for the Chief
Executive Officer's compensation in fiscal 1995.
The Company maintains the following compensation philosophy:
- Attract and retain key management.
- Provide a compensation package that rewards management for its
achievements.
- Utilize a variable compensation incentive to achieve performance
objectives.
- Provide long-term incentives for maximizing shareholder value through
the use of stock options.
For fiscal 1995 Richard Y. Fisher, the Company's Chairman, was compensated in
accordance with his previously existing Employment Agreement with the
Company. Under the prior Employment Agreement, Mr. Fisher's compensation was
directly linked to the Company's profitability, subject to a minimum annual
salary. Mr. Fisher was paid the minimum annual salary in fiscal 1995.
Commencing in fiscal 1996, Mr. Fisher and Messrs. Runge and Lilly will be
compensated under new employment agreements which, among other things,
provide for bonuses based on the price of business bought or sold by the
Company. See "Employment Agreements."
Other executive officers' compensation consists primarily of a base salary
which is established by Mr. Fisher at levels that he considers to be
appropriate and reasonable. The Company has one other executive officer who
did not earn more than $100,000 in salary and bonuses in fiscal 1995.
6
<PAGE>
The Company has established a non-qualified stock option plan. The Board of
Directors determines the number of options to be granted under the Plan to
executive officers based on individual performance contributions, the
dilutive effect on the Company and potential realizable value for the
participants. In fiscal 1995 no stock options were granted to any executive
officer of the Company.
Respectfully submitted by:
Richard Y. Fisher Donald D. Barr
Donald E. Runge Jay M. Lieberman
Sydney B. Lilly Jack E. Donnelly
Edward J. Bailey
PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total shareholder
return on the Company's Common Stock over the last five fiscal years with the
cumulative total return of companies on the Standard & Poor's 500 Stock Index
and with an index compiled by the Company of issuers with similar market
capitalizations. The Company elected to compare shareholder returns to an
index of similarly capitalized issuers because it was unable to identify a
published industry or line-of-business index which closely resembled its mix
of businesses. The issuers included in the index are; Cimco, Inc., Cobra
Electronics Corporation, Courier Corporation, Davis Water & Waste Industries,
Inc., Frequency Electronics, Inc., Greenman Bros. Inc., Jay Jacobs, Inc.,
Lindberg Corporation, Mickelberry Corporation and Sharper Image Corporation.
The graph assumes $100 was invested on April 1, 1990 in the Company's Common
Stock and the Standard & Poor's 500 Stock Index and assumes the reinvestment
of dividends. The index of similarly capitalized issuers (Peer Group) was
calculated based on an initial $100 investment weighted annually according to
the beginning of the period market capitalization of the companies and
assumes the reinvestment of dividends.
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
From April 1, 1990 to March 31, 1995
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Diana Corporation $100 $ 76 $ 49 $143 $233 $116
- --------------------------------------------------------------------------
S&P 500 100 114 127 146 149 172
- --------------------------------------------------------------------------
Peer Group 100 78 75 68 72 74
</TABLE>
__________
*Assumes $100 invested on April 1, 1990.
7
<PAGE>
Certain Transactions
The Company's directors have certain business relationships with the Company.
See "Compensation Committee Interlocks and Insider Participation."
Compliance with Section 16(a) of the Exchange Act
Based on information available to it, the Company is not aware that any
director, officer or beneficial owner of 10% of the Common Stock failed to
file on a timely basis reports required by Section 16(a) of the Securities
Exchange Act of 1934 during the last fiscal year, except Mr. Bailey, a
director of the Company who filed one late Form 4 with respect to two
transactions.
Auditors
Ernst & Young is the Company's independent public accountant. A
representative of Ernst & Young is not expected to be present at the meeting.
Shareholder Proposals for the Next Annual Meeting
Any proposal of a shareholder intended to be presented at the Company's next
annual meeting of shareholders must be received by the Company for
consideration for inclusion in the proxy statement and form of proxy for that
meeting no later than March 15, 1996.
Other Matters
Management is not aware of any other matters which may be brought before the
meeting. If other matters not now known come before the meeting, or any
adjournments thereof, the persons named in the accompanying form of proxy or
their substitutes will vote such proxy in accordance with their best
judgment.
Keith R. Steffel
Secretary
Milwaukee, Wisconsin
July 13, 1995
YOUR COOPERATION IN SIGNING AND RETURNING
YOUR PROXY WILL BE GREATLY APPRECIATED.
8
