SCHEDULE 14A
(RULE 14A-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXHANGE ACT OF 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential for Use of the
[x ] Definitive proxy statement Commission Only (as permitted by
[ ] Definitive additional materials Rule 14a-6(a)(2))
[ ] Soliciting material pursuant to ss.240.14a-11(c) or ss.240.14a-12
UNIVERSAL MONEY CENTERS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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2) Form, scheduled or registration statement no.:
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3) Filing party:
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4) Date filed:
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[Universal Money [logo]] 6800 Squibb Road
Mission, Kansas 66202
(913) 831-2055
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
July 15, 1999
The annual meeting of the shareholders of Universal Money Centers, Inc., a
Missouri corporation (the "Annual Meeting"), will be held at The Holiday
Inn-Mission, 7240 Shawnee Mission Parkway, Overland Park, Kansas 66202, on
Thursday, July 15, 1999, at 10:00 A.M., C.D.T., for the following purposes:
1. To consider and act upon a proposal to elect three directors of the
corporation as set forth in the accompanying Proxy Statement.
2. To consider and act upon a proposal to ratify the selection of Baird,
Kurtz & Dobson as independent auditors for the corporation and its
subsidiaries for the present fiscal year.
3. To consider and transact such other business as may properly come
before the Annual Meeting.
Shareholders of record at the close of business on May 20, 1999 are
entitled to vote at the Annual Meeting.
TO INSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE URGED TO DATE,
SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE AS SOON AS
POSSIBLE. Sending in your Proxy now will not interfere with your rights to
attend the Annual Meeting or to vote your shares personally at the Annual
Meeting if you wish to do so.
You are cordially invited to attend the Annual Meeting. If you would like
to attend the Annual Meeting and your shares are held by a broker, bank or other
nominee, you must bring to the Annual Meeting (i) a recent brokerage statement
or a letter from the nominee confirming your beneficial ownership of the shares
and (ii) a form of personal identification. If you would like to vote your
shares at the Annual Meeting and your shares are held by a broker, bank or other
nominee, you must also obtain from the nominee a proxy in your name.
BY ORDER OF THE BOARD OF DIRECTORS
David S. Bonsal
Chairman of the Board
and Chief Executive Officer
DATE: June 7, 1999
Mission, Kansas
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YOU CAN HELP AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP LETERS TO
ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. PLEASE FILL IN, SIGN
AND RETURN THE ENLOSED PROXY CARD IN ORDER THAT THE NECESSARY QUORUM MAY BE
REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
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UNIVERSAL MONEY CENTERS, INC.
6800 Squibb Road,
Mission, Kansas 66202
(913) 831-2055
June 7, 1999
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Universal Money Centers, Inc. (the
"Company"), for the annual meeting of shareholders to be held on July 15, 1999
at 10:00 a.m. at The Holiday Inn-Mission, 7240 Shawnee Mission Parkway, Overland
Park, Kansas 66202, or any postponements or adjournments thereof (the "Annual
Meeting"). These proxy solicitation materials were mailed on or about June 7,
1999 to all shareholders entitled to vote at the Annual Meeting.
A copy of the Company's annual report for the fiscal year ended January
31, 1999 is enclosed herewith. Such report is not incorporated in this Proxy
Statement and is not to be deemed a part of the proxy soliciting material.
VOTING AND PROXIES
Only shareholders of record at the close of business on May 20, 1999, are
entitled to receive notice of and to vote at the Annual Meeting. The outstanding
voting securities of the Company as of such date consisted of 39,293,069 shares
of common stock, $.01 par value ("Common Stock").
If the accompanying Proxy is signed and returned the shares represented by
the Proxy will be voted in accordance with the specifications thereon. If the
manner of voting such shares is not indicated on the Proxy, they will be voted
for (a) the nominees for directors named herein and (b) the ratification of the
selection of the independent auditors.
Shareholders are entitled to one vote per share on all matters, except the
election of directors, as to which cumulative voting applies. Under cumulative
voting, each shareholder is entitled to cast as many votes as shall equal the
number of shares held by the shareholder multiplied by the number of directors
to be elected, and such votes may all be cast for a single director or may be
distributed among the directors to be elected as the shareholder wishes. If a
shareholder desires to cumulate his or her votes, the accompanying Proxy should
be marked to indicate clearly that the shareholder desires to exercise the right
to cumulate votes and to specify how the votes are to be allocated among the
nominees for directors. For example, a shareholder may write "cumulate" on the
Proxy and write below the name of the nominee or nominees for whom the
shareholder desires to cast votes the number of votes to be cast for such
nominee or nominees. Alternatively, without exercising his or her right to vote
cumulatively, a shareholder may instruct the proxy holders not to vote for one
or more of the nominees by lining through the name(s) of such nominee or
nominees on the Proxy. If the Proxy is not marked with respect to the election
of directors, authority will be granted to the persons named in the Proxy to
cumulate votes if they so choose and to allocate votes among the nominees in
such a manner as they determine is necessary in order to elect all or as many of
the nominees as possible.
A shareholder may revoke his or her Proxy at any time before it is voted
by giving to the Secretary of the Company written notice of revocation bearing a
later date than the Proxy, by submission of a later-dated Proxy, or by revoking
the Proxy and voting in person at the Annual Meeting. Attendance at the Annual
Meeting will not in and of itself constitute a revocation of a Proxy. Any
written notice revoking a Proxy should be sent to Ms. Pamela A. Glenn,
Secretary, Universal Money Centers, Inc., 6800 Squibb Road, Mission, Kansas
66202.
The presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock will constitute a quorum for the transaction
of business at the Annual Meeting. If a quorum is not obtained at the Annual
meeting, the meeting may be adjourned until such time as a quorum is obtained.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. In tabulating
the votes cast on proposals other than the election of directors, abstentions
are counted and broker non-votes are not counted for purposes of determining
whether a proposal has been approved. In tabulating the votes cast on the
election of directors, votes withheld and broker non-votes are not counted for
purposes of determining the directors who have been elected.
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PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors presently consists of three directors, whose terms
of office will expire upon the election of their successors at the Annual
Meeting. The Company's Board of Directors has nominated each of the current
directors of the Company for re-election at the Annual Meeting. The shareholders
will be asked to elect each of the nominees listed below as a director for a
term of one year and until his successor is elected and qualified, or until his
earlier resignation or removal. Management expects all of such nominees to be
available for election, but in the event that any of them should become
unavailable, the persons named in the accompanying Proxy will vote for a
substitute nominee or nominees if so designated by the Board of Directors. The
three nominees receiving the greatest number of votes will be elected directors
at the Annual Meeting.
Nominees for Election as Directors
A Director of
Name Age the Company Since Principal Occupation
David S. Bonsal 59 1987 Chairman of the Board and Chief
Executive Officer of the Company
Jeffrey M. Sperry 55 1982 Executive Vice President, Robert
Cohn Associates, Inc., Albany,
New York, real estate Company
Arthur M. Moglowsky 62 1981 Attorney and Shareholder, Bass &
Moglowsky, S.C., Milwaukee,
Wisconsin
Unless otherwise indicated, each director has had the same principal
occupation during the last five years.
Mr. Bonsal is a principal shareholder of Universal Funding Corporation.
See "Certain Relationships and Related Transactions." Mr. Bonsal also serves on
the Board of Directors and the Audit Committee of Ferrite Components.
Meetings of the Board of Directors and Committees
There were two meetings of the Board of Directors during the last fiscal
year. The Board of Directors has established an Audit Committee. The committee
members are Jeffrey M. Sperry and Arthur M. Moglowsky. See "--Nominees for
Election as Directors." The Audit Committee assists the Board of Directors in
satisfying the accounting and financial reporting responsibilities of the
Company, reviewing and implementing internal controls and reviewing and
accessing the scope and expense of the annual audit and related services
provided by the Company's independent accountants. The Audit Committee met one
time during the last fiscal year. Each director attended all meetings of the
Board and of any committee of which the director was a member during the last
fiscal year. The Company does not have standing compensation or nominating
committees, or committees performing similar functions.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who beneficially own more
than ten percent of a registered class of the Company's equity securities
("Insiders"), to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "SEC"). Insiders are required by SEC
regulation to furnish the Company with copies of all reports they file. To the
Company's knowledge, prior to April 29, 1999, no such reports had been filed for
many years as a result of the delisting of the Company's Common Stock and the
Company's discontinuance of filing periodic reports with the SEC. The Company
recommenced filing periodic reports with the SEC on April 29, 1999. The Company
received copies of certain reports filed by each of the Insiders on April 29,
1999.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE
NOMINEES FOR DIRECTOR PRESENTED IN PROPOSAL 1.
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PROPOSAL 2
SELECTION OF AUDITORS
The Board of Directors has selected Baird, Kurtz & Dobson to examine the
accounts of the Company and its subsidiaries for the current fiscal year. Unless
otherwise directed, the proxies will be voted to ratify such selection.
Representatives of Baird, Kurtz & Dobson are expected to be present at the
Annual Meeting to make any statement they may desire and to respond to
appropriate questions concerning the audit report.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
PROPOSAL 2 CONCERNING THE RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
PUBLIC ACCOUNTANTS.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
Name Age Position
David S. Bonsal 59 Chairman of the Board of Directors
and Chief Executive Officer
Dave A. Windhorst 46 President
Pamela A. Glenn 37 Vice President and Corporate
Secretary
Executive officers serve at the pleasure of the Board of Directors. Unless
otherwise indicated, each executive officer has had the same principal
occupation during the last five years.
David S. Bonsal has served as the Chairman and Chief Executive Officer
of the Company since 1988. Mr. Bonsal is also a principal shareholder of
Universal Funding Corporation. See "Certain Relationships and Related
Transactions."
Dave A. Windhorst has served as President of the Company since May 1995.
Mr. Windhorst served as Senior Vice President of the Company from August 1986 to
May 1995, as Vice President of Development and Operations from August 1984 to
August 1986, and as Systems Manager of the Company from August 1982 to August
1994.
Pamela A. Glenn has served as Vice President since May 1995 and Corporate
Secretary since September 1995. Ms. Glenn served as a Sales Representative and
Account Manager of the Company from 1991 to May 1995 and held various positions
with the Company from 1982 to 1991.
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EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation paid and awarded for the years indicated to the Company's Chief
Executive Officer and to each executive officer of the Company who received
compensation in excess of $100,000 for services rendered in all capacities to
the Company and its subsidiaries during the Company's fiscal year ended January
31, 1999.
Summary Compensation Table
Annual Compensation
Name and All Other
Principal Position Year Salary($) Bonus($)(1) Compensation($)(2)
David S. Bonsal 1999 $125,000 $2,500 $4,620
Chief Executive 1998 125,000 1,000 474
Officer 1997 108,333 1,000 71
Dave A. Windhorst, 1999 $120,000 $2,500 $4,422
President 1998 107,752 2,500 264
1997 87,129 5,900 54
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(1) Includes bonuses received in the reported year. The payment of bonuses is
at the discretion of the Board of Directors.
(2) The amounts shown in this column for 1999 consist of (a) contributions by
the Company under its SIMPLE IRA Plan in the amounts of $4,056 to the
account of Mr. Bonsal and $3,900 to the account of Mr. Windhorst, and (b)
insurance premium payments by the Company with respect to group term life
insurance in the amounts of $564 for the benefit of Mr. Bonsal and $522
for the benefit of Mr. Windhorst.
Director Compensation
The Company currently pays each non-employee director a cash fee of $750
for each Board meeting attended in person and a cash fee of $250 for each Board
meeting attended by telephone. Directors are reimbursed for certain reasonable
expenses incurred in attending meetings. Officers of the Company do not receive
any additional compensation for serving as members of the Board of Directors.
The Company currently does not pay committee members fees for attending
committee meetings. Committee members are reimbursed for certain reasonable
expenses incurred in attending meetings.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of May 20,
1999, with respect to the beneficial ownership of the Common Stock by (a) each
beneficial owner of more than 5% of the outstanding shares thereof, (b) each
director and each nominee to become a director, (c) each executive officer named
in the Summary Compensation Table and (d) all executive officers, directors and
nominees to become directors of the Company as a group.
Percent of
Number of Shares Common Stock
Name of Beneficial Owner Beneficially Owned Outstanding (1)
David S. Bonsal (2) 12,424,150 31.62%
Jeffrey M. Sperry 250,000 *
Arthur M. Moglowsky 297,753 *
Dave A. Windhorst 171,882 *
Pamela A. Glenn 100,000 *
Directors and executive officers as a group
(5 persons) 13,243,785 33.71%
* Represents beneficial ownership of less than one percent.
(1) Percentages are determined in accordance with Rule 13d-3 under the
Exchange Act.
(2) The address of Mr. Bonsal is c/o Universal Money Centers, Inc., 6800
Squibb Road, Mission, Kansas 66202.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Universal Funding Corporation
The Company has maintained a business relationship with Universal Funding
Corporation, a Missouri corporation ("Funding"), since August 1989. The
relationship began in 1989 as a result of the Company's severe financial
problems. The operation of the Company's ATM network generally requires that the
Company supply vault cash to ATMs owned by the Company to fund cash withdrawals.
As a result of the Company's financial problems, lenders were generally
unwilling to extend loans, partly because of the concern that the Company's
creditors would assert claims against cash physically located in ATM's owned by
the Company. The Company has not had sufficient cash to supply the vault cash
for these ATMs. In order to resolve this problem and to permit the Company to
continue to operate certain ATMs, Funding was formed in 1989 by David S. Bonsal,
the Chairman of the Company's Board of Directors, John L. Settles, the President
of the Company from April 1989 through late 1990, and William Smithson, a
shareholder of the Company. Each of these individuals has a one-third ownership
interest in Funding.
In 1989, the Company sold approximately 60 ATMs to Funding for which
Funding had agreed to provide vault cash. Funding requested the sale of the ATMs
to Funding as a condition to providing vault cash, in order to provide
additional protection against seizure of Funding's vault cash by the Company's
creditors. The Company and Funding also entered into a Management Agreement in
1989. The Management Agreement was designed to provide the Company with the
economic benefits of ownership and operation of the ATMs sold to Funding, while
providing to shareholders and lenders of Funding the protection from the
Company's creditors and the investment return necessary to attract their
investment.
In the Management Agreement, Funding agreed to enter into contracts with
site owners for the placement of the ATMs acquired from the Company, to provide
vault cash necessary for the operation of the ATMs and to contract for an
armored security service for deliveries of cash to ATMs. In exchange for these
services, Funding received all interchange fees for transactions processed on
the ATMs for which it provided vault cash. Under the Management Agreement, the
Company agreed to "drive" the ATMs sold to Funding and to provide accounting,
maintenance and communication services. In exchange for these services, Funding
agreed to pay the Company a management fee equal to Funding's "net income".
Funding's "net income" is defined in the Management Agreement as revenues from
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interchange fees, less armored security charges, interest expense on funds
borrowed to provide vault cash, ATM location expenses, debt service related to
the purchase of the ATMs, taxes or insurance on ATMs, and a monthly payment to
each of Funding's shareholders representing a return on their equity investment
in Funding. The amount of the monthly payment to the shareholders is based upon
the amount of their equity investment in Funding and is paid on the equity
investment at a rate of 18% per annum, or a total of $24,894 per year. The
management fee is to be paid to the Company on a monthly basis after Funding has
met all of its other cash expenses, including the payment of interest on
outstanding borrowings and the monthly payment to Funding's shareholders. In
addition, in the Management Agreement, the shareholders of Funding grant the
Company an option to purchase all of the outstanding stock of Funding at any
time for an amount equal to 110% of the capital contributed by the shareholders
to Funding plus any arrearages in the payment of expenses due under the
Management Agreement. Management believes that the amount of the exercise price
would have been $165,000 as of January 31, 1999. The Management Agreement
extends for successive twelve (12) month terms, unless either party provides
written notice of termination to the other party at least thirty (30) days prior
to the end of a twelve (12) month term.
Since 1989, the relationship between the Company and Funding has expanded
to cover additional ATMs, as a result of the loss of other sources of financing
and in order for the Company to take advantage of opportunities to place
additional ATMs. Funding currently supplies vault cash for a majority of the
ATMs owned by Funding and the Company. Funding currently owns 41 ATMs in the
Company's ATM network. The Company-owned ATMs for which Funding provides vault
cash are leased to Funding for rent of $10.00 per month. Funding requested the
leasing arrangement for the Company-owned ATMs in order to provide protection
against seizure of its vault cash. Funding does not provide vault cash for ATMs
owned by banks or ATMs owned by third party vendors. At January 31, 1999 and
1998, Funding had vault cash of approximately $2,200,000 and $1,900,000,
respectively, located in approximately 242 and 209 ATMs, respectively, owned by
Funding and the Company.
Funding paid the Company management fees of $541,380 and $726,389 in
fiscal years 1999 and 1998, respectively. At January 31, 1999 and 1998, the
Company had a receivable for accrued and unpaid management fees of $35,064 and
$2,340, respectively. Pursuant to the Management Agreement, the Company assumes
the risk of theft or other shortages of cash from the ATMs for which Funding
supplies vault cash. The Company incurred losses of $10,075 and $22,616 from
vault cash shortages in fiscal 1999 and 1998, respectively.
Funding borrows the funds that are used to supply vault cash principally
from (i) Electronic Funds Transfer, Inc., a wholly owned subsidiary of the
Company ("EFT"), (ii) David S. Bonsal, Chairman and Chief Executive Officer of
the Company, and a limited partnership in which Mr. Bonsal is the general
partner, (iii) employees of the Company, and (iv) other lenders. The loans
generally have a term of 30 days and typically are rolled over at maturity. As
of January 31, 1999, Funding paid interest on loans at rates ranging from 12 -
18% per annum. At January 31, 1999, the aggregate outstanding amount of the
loans was approximately $2,060,000, of which $0 was owed to EFT, approximately
$1,260,000 was owed to Mr. Bonsal and the related limited partnership,
approximately $14,400 was owed to Dave A. Windhorst, President of the Company,
approximately $32,700 was owed to other employees of the Company and
approximately $753,000 was owed to other lenders. The maximum outstanding
balances of the loans made by EFT to Funding in fiscal 1999 and 1998 were
$489,000 and $202,000, respectively. The total interest earned by the Company on
loans from EFT to Funding in fiscal 1999 and 1998 was $34,338 and $21,718,
respectively.
The interest rate on loans from David S. Bonsal and the related limited
partnership that were outstanding during fiscal 1999 and 1998 and at January 31,
1999 was 15% per annum. The total interest paid by Funding to David S. Bonsal
and the related limited partnership for loans to Funding was $156,864 in fiscal
1999 and $122,948 in fiscal 1998. The interest rate on loans from Dave A.
Windhorst outstanding during fiscal 1999 and 1998 ranged from 12 - 18% per
annum, and on loans outstanding at January 31, 1999 was 12% per annum. The total
interest paid by Funding to Dave A. Windhorst for loans to Funding was $2,236 in
fiscal 1999 and $3,344 in fiscal 1998.
As noted above, the shareholders of Funding receive a return on their
equity investment in Funding each month before Funding pays the management fee
to the Company. The amount of the monthly payment to the shareholders is based
upon the amount of their equity investment in Funding and is paid on the equity
investment at a rate of 18% per annum. For each of fiscal 1999 and 1998, the
amount paid by Funding to the shareholders of Funding as a return on equity
investment was approximately $24,894. David S. Bonsal, as the owner of 1/3 of
the outstanding shares of Funding, has received 1/3 of the amount paid each year
to the shareholders of Funding.
The Company has investigated other sources of vault cash. The Company
attempted to negotiate an arrangement with Boatmen's Bank of Kansas City, under
which Boatmen's would provide vault cash for a number of the Company's ATMs.
Boatmen's informed the Company in December 1996 that it was terminating
negotiations,
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primarily because of the difficulty of tracking cash collateral through an ATM
network. The Company entered into an agreement with Pinnacle Systems, L.L.C.
("Pinnacle") in August 1997 pursuant to which Pinnacle provided funds for vault
cash for a service fee equal to the amount of vault cash provided multiplied by
the prime rate published from time to time by the Wall Street Journal, plus
2.5%. In addition to the payment of this service fee, the agreement required the
Company to pay monthly "bank" fees and insurance charges to Pinnacle. As of
January 31, 1999, Pinnacle provided vault cash of approximately $600,000 for
approximately 40 ATMs. The agreement was terminated by Pinnacle in March 1999.
Pinnacle informed the Company that Pinnacle's lender would no longer permit
Pinnacle to provide vault cash to ATM companies because of losses suffered by
the lender due to problems monitoring vault cash transfers through certain ATM
networks (not including the Company's ATM network).
The Company will continue to investigate other sources of obtaining vault
cash and may replace the relationship with Funding in whole or in part to the
extent that alternative sources of funds become available on acceptable terms.
Deferred Compensation
The Company has a liability of approximately $140,000 due to David S.
Bonsal, Chairman and Chief Executive Officer of the Company, representing
compensation informally deferred during fiscal years 1994 through 1996 in an
attempt to improve the Company's cash flow during those years. The Company has
agreed to pay interest on the deferred compensation at a rate of 5% per annum.
Personal Guarantees of Company Obligations
As a result of the Company's financial problems, certain lenders required
the personal guarantee of David S. Bonsal, Chairman and Chief Executive Officer
of the Company, as a condition to loaning funds to the Company to finance the
purchase of new and replacement ATMs. The Company's payment of the following
obligations of the Company has been personally guaranteed by Mr. Bonsal:
1. Capital Lease dated December 30, 1996, between the Company and
Newcourt Communications Finance Corporation (formerly AT&T Credit
Corporation), in the principal amount of $440,365. The lease requires
monthly payments by the Company through November 2000.
2. Capital Lease dated October 30, 1996, between the Company and
Newcourt Communications Finance Corporation (formerly AT&T Credit
Corporation), in the principal amount of $66,427. The lease requires
monthly payments by the Company through September 2000.
3. Capital Lease dated February 28, 1997, between the Company and
Newcourt Communications Finance Corporation (formerly AT&T Credit
Corporation), in the principal amount of $119,594. The lease requires
monthly payments by the Company through January 2001.
4. A promissory note dated June 3, 1996, issued by the Company to Bank
21 (formerly The Farmers Bank) in the principal amount of $57,570.
The note is due on demand, and if no demand is made, the note is due
in installments through January 2001.
5. A promissory note dated August 20, 1996, issued by the Company to
Bank 21 (formerly The Farmers Bank) in the principal amount of
$222,200. The note is due on demand, and if no demand is made, the
note is due in installments through November 2001.
Under the terms of each of the capital leases described in Items 1 - 3 above,
Mr. Bonsal's personal guarantee is to be released under each lease if the
Company complies with its obligations under the respective lease for twenty-four
(24) months after the date of such lease and is not in default under the
respective lease at the end of the twenty-four (24) month period.
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FUTURE SHAREHOLDER PROPOSALS
Any proposal that a shareholder desires to have included in the Company's
proxy materials for the Company's 2000 annual meeting of shareholders ("2000
Annual Meeting") must be received by the Secretary of the Company at the
Company's principal executive offices no later than February 8, 2000, in order
to be considered for possible inclusion in the proxy materials. Any such
proposal must comply with the applicable rules of the Securities and Exchange
Commission.
In addition to the requirements set forth above, the Company's By-laws
contain advance notice provisions governing certain matters, including
shareholder proposals and shareholder nominations of candidates for the election
to the Board of Directors of the Company. Under the Company's By-laws, notice of
any such proposal or nomination must be in writing and must be delivered to the
Secretary of the Company at the Company's principal executive offices (a) no
less than sixty (60) days prior to the scheduled date of an annual shareholders'
meeting, or (b) if the notice to shareholders or the public announcement of the
scheduled date of the annual shareholders' meeting is not given or made at least
seventy (70) days prior to the scheduled date of the meeting, not more than ten
(10) days following the day on which the Company mails notice or makes a public
announcement of the scheduled date of the meeting. Any such shareholder proposal
or nomination for election to the Board of Directors must also comply with the
other applicable provisions of the advance notice provisions in the Company's
By-laws.
The Company currently anticipates that the 2000 Annual Meeting will be
held on July 13, 2000. Assuming that the date of the meeting is not changed,
notice of any shareholder proposal or nomination to be considered at the 2000
Annual Meeting must be received by the Secretary no later than May 14, 2000 in
order to be timely under the advance notice provisions of the Company's By-laws.
No shareholder proposal or nomination will be considered at the 2000
Annual Meeting of Shareholders unless it is presented in accordance with the
foregoing requirements. A copy of the Company's By-laws containing the advance
notice provisions can be obtained by any shareholder by written request to the
Secretary of the Company at the Company's principal executive offices.
GENERAL
Other Matters
As described above under "Future Shareholder Proposals," the By-laws of
the Company require that prior written notice of any business to be brought
before an annual shareholders' meeting be given to the Company a specified
period of time prior to the meeting. Because no such notice has been received in
a timely manner, the only business that may be properly brought before the
Annual Meeting are the matters set forth herein or those brought before the
Annual Meeting by or at the direction of the Board of Directors. The Board of
Directors does not intend to present any matter for action at the Annual Meeting
other than the matters described herein. If any other matters do properly come
before the meeting, proxies in the accompanying form confer upon the persons
named in such proxies discretionary authority to vote upon such matters, to the
extent permitted under the applicable rules of the Securities and Exchange
Commission.
Solicitation of Proxies
In addition to the solicitation of proxies from shareholders by use of the
mails, it is expected that a limited number of employees of the Company, without
additional compensation, may solicit proxies from shareholders by telephone,
telegraph and personal visits. It is expected that banks, brokerage houses and
others will be requested to forward the soliciting material to their principals
and obtain authorization for the execution of proxies. All costs of
solicitation, including the costs of preparing, assembling and mailing this
Proxy Statement and all papers which now accompany or may hereafter supplement
the same, as well as the reasonable out-of-pocket expenses incurred by the
above-mentioned banks, brokerage houses and others, will be borne by the
Company.
BY ORDER OF THE BOARD OF DIRECTORS
David S. Bonsal
Chairman of the Board
and Chief Executive Officer
DATE: June 7, 1999
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<PAGE>
Please Complete, Sign, Date and Return this Proxy in the Enclosed Envelope.
PROXY
Universal Money Centers, Inc.
6800 Squibb Road
Mission, Kansas 66202
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints David S. Bonsal, Dave A. Windhorst
and Pamela A. Glenn, and each of them, jointly and severally, as proxies,
with full power of substitution, for the undersigned at the Annual Meeting
of Shareholders of Universal Money Centers, Inc., to be held at The
Holiday Inn - Mission, 7240 Shawnee Mission Parkway, Overland Park, Kansas
66202 on July 15, 1999, at 10:00 a.m. CDT, and at any adjournment, to vote
the shares of common stock the undersigned would be entitled to vote, if
personally present, upon the election of directors, the proposals stated
on this Proxy and any other matter properly brought before the meeting,
all as set forth in the June 7, 1999 Proxy Statement.
Unless otherwise marked, this Proxy will be deemed marked "Granted"
on Proposal 1 and marked "For" on Proposal 2, and voted accordingly.
----- -----
[Place shareholder label here]
----- -----
- -------------------------------------------------------------------------------
[ X ] Please mark your
votes as in this
example.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "GRANTED" ON PROPOSAL 1 AND "FOR" ON PROPOSAL 2
1. Authority granted to or withheld from Authority Authority
the proxies to vote for the following GRANTED to vote WITHHELD to
nominees as Directors (or a substitute for all nominees Vote for all
nominee or nominees designated by the nominees
Board of Directors if any of them becomes [ ] [ ]
unavailable): David S. Bonsal,
Jeffrey M. Sperry and Arthur M. Moglowsky.
(INSTRUCTIONS: To withhold authority to
vote for any individual nominee, line
through that nominee's name in the list
above.)
FOR AGAINST ABSTAIN
2. Ratification of the appointment of Baird, [ ] [ ] [ ]
Kurtz & Dobson as independent auditors
for Universal Money Centers, Inc.
This Proxy confers discretionary authority to vote upon certain matters, as
described in the accompanying Proxy Statement.
SIGNATURE __________ DATE: _____, 1999 SIGNATURE ___________ DATE: _____, 1999
(Note:Please sign exactly as name appears on this Proxy. Executors,
administrators, trustees, etc., should so indicate when signing, giving
their full title as such. If a signer is a corporation or other entity,
execute in full corporation or entity name by authorized officer. If
shares are held in the name of two or more persons, all should sign.)
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