Advantage Companies, Inc.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 9, 1995
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders
of Advantage Companies, Inc., will be held at the corporate offices
at 9323 East 37th Street North, Wichita, Kansas on June 9, 1995, at
10:00 a.m., Central Daylight Time, for the following purposes:
(1) To elect five Directors to hold office until the next annual
election of directors or until their respective successors shall have
been duly elected and shall have qualified;
(2) To approve and ratify the appointment of Grant Thornton LLP,
independent certified public accountants, as auditors for the current
fiscal year;
(3) To approve and adopt the 1995 Incentive Stock Option Plan with
regard to 425,000 shares of common stock; and
(4) To transact any and all other business that may properly come
before the meeting or any adjournment(s) thereof.
Management is not aware of any other matters that will come before
the meeting.
Stockholders of record at the close of business on April 14, 1995,
shall be entitled to notice of and to vote at the annual meeting and
any adjournment thereof. A complete list of the stockholders entitled
to vote at the annual meeting will be prepared and maintained at the
Company's corporate headquarters at 9323 East 37th St. North, Wichita,
Kansas 67226-2000. This list will be available for inspection by
stockholders of record during normal business hours for a period of
at least 10 days prior to the annual meeting.
Whether or not you expect to be present at the annual meeting,
please date, sign and return the enclosed proxy promptly to assure
that your shares are voted at the meeting. Proxies are revocable at
any time prior to their exercise. Stockholders who are present at the
meeting may withdraw their proxies prior to the exercise thereof and
vote in person if they so desire.
By Order of the Board of Directors.
Brenda J. Butler
Wichita, Kansas Corporate Secretary
April 26, 1995
Advantage Companies, Inc.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 9, 1995
INTRODUCTION
This Proxy Statement is being distributed in connection with the
solicitation of proxies on behalf of the Board of Directors for use
at the annual meeting of the stockholders of Advantage Companies,
Inc., ("Advantage" or the "Company"). The annual meeting will be held
on June 9, 1995, at 10:00 a.m., Central Daylight Time, at the
corporate offices at 9323 E. 37th St. North, Wichita, Kansas. The
approximate date that this Proxy Statement and enclosed Proxy will
first be sent or given to stockholders is April 26, 1995.
You are urged to read the Annual Report to Stockholders, which
is included herewith but does not form any part of this Proxy
Statement.
The principal executive offices of the Company are located at
9323 East 37th St. North, Wichita, Kansas 67226-2000.
The Company encourages stockholders to attend its annual
meetings. Giving a proxy does not preclude the right to attend the
annual meeting and vote in person should any stockholder giving a
proxy so desire. A stockholder giving a proxy retains the
unconditional right to revoke the proxy (at any time prior to the
voting thereof) either in person at the annual meeting or by giving
written notice to the Company addressed to Thomas R. Kennalley,
Treasurer, Advantage Companies, Inc., 9323 East 37th St. North,
Wichita, Kansas 67226-2000; however, no such revocation shall be
effective until the notice of revocation has been received by the
Company at or prior to the meeting.
In addition to the solicitation of proxies by use of the mail,
officers and regular employees of the Company may solicit the return
of proxies by personal interview, mail, telephone and telegraph. The
officers and employees will not be paid additional compensation for
soliciting proxies but will be reimbursed for out-of-pocket expenses.
Brokerage houses and other custodians, nominees and fiduciaries will
be requested to forward solicitation materials to the beneficial
owners of the Company's stock. The entire cost of preparing,
printing, assembling, and mailing all proxy solicitation materials and
all other costs of solicitation will be borne by the Company.
PURPOSES OF THE MEETING
This year the annual meeting of Stockholders will be held for
the following purposes:
(1) To elect five Directors to hold office until the next
annual election of directors or until their respective successors
shall have been duly elected and shall have qualified;
(2) To approve and ratify the appointment of Grant Thornton
LLP, independent certified public accountants, as auditors for the
current fiscal year;
(3) To approve and adopt the 1995 Incentive Stock Option Plan
with regard to 425,000 shares of common stock; and
(4) To transact any and all other business that may properly
come before the meeting or any adjournments(s) thereof.
Management knows of no other matters that will come before the
meeting.
VOTING RIGHTS
The record date for the determination of stockholders entitled
to notice of and to vote at the annual meeting and any adjournment(s)
thereof has been fixed as the close of business on April 14, 1995
(the "Record Date"). On the Record Date there were 4,236,438 shares
of Common Stock of the Company, $.01 par value (the "Common Stock"),
issued and outstanding, all of which are eligible to vote. The
Company's bylaws provide for cumulative voting at all elections of
directors. Cumulative voting means that each share of Common Stock
entitles the shareholder to a number of votes equal to the number of
directors to be elected, which votes may be cast for one nominee or
distributed among two or more nominees as the stockholder may elect.
Therefore, each share of Common Stock will entitle the Stockholder to
five votes in connection with the election of directors.
When proxies in the accompanying form are returned properly
executed, shares represented thereby will be voted, and where a choice
has been specified by the stockholders as provided on the proxy, the
shares will be voted in accordance with the specifications so made.
In the absence of any contrary direction, the shares will be voted in
accordance with the Board of Directors' recommendations. Any proxy
may be revoked by the person giving it at any time prior to the
exercise of the powers conferred thereby by giving written notice of
such revocation to the Company prior to the meeting or by the
stockholder voting in person at the meeting.
The attendance, in person or by proxy, of the holders of a
majority of the outstanding shares of Common Stock entitled to vote
at the meeting is necessary to constitute a quorum to transact
business at the annual meeting.
Each holder of Common Stock will be entitled to one vote for
each share owned on any matter to come before the annual meeting,
other than the election of directors, thus requiring the affirmative
vote of a majority of a quorum of the shares voted at the annual
meeting for any such other matter. There are no rights of appraisal
or similar dissenters' rights with respect to any of the matters
proposed to be considered at the annual meeting.
Votes cast by proxy or in person at the annual meeting will be
tabulated by election inspectors appointed for the meeting. The
election inspectors will also determine whether a quorum is present.
The election inspectors will treat abstentions as shares that are
present and entitled to vote for purposes of determining the presence
of a quorum, but as unvoted for purposes of determining the approval
of any matter submitted. 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 present
and entitled to vote with respect to that matter.
PRINCIPAL STOCKHOLDERS
AND STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth certain information as of March
30, 1995, obtained from information furnished by the persons named
below, concerning the beneficial stock ownership of each person known
to the Company who may be deemed to be the beneficial owner of more
than five percent of its voting securities. Each beneficial owner has
sole investment and voting powers with respect to such securities
except as otherwise noted.
Amount and Nature of Beneficial Ownership
Title of Class
Class A
Name and address Common Preferred Percentage
of Beneficial Owner Stock Stock Total (1) Owned (1)
Daniel J. Taylor 960,750 3,800 1,150,750 26.0%
9323 East 37th St. North
Wichita, Kansas 67226-2000
Robert W. Moore 849,310 3,900 1,044,310 23.6%
3600 West Main
Norman, Oklahoma 73072
Daniel M. Carney 797,600 2,300 912,600 21.0%
8100 E. 22nd North
Building 1900
Wichita, Kansas 67226
Leslie G. Rudd 661,262 -- 661,262 15.6%
314 Galena
Aspen, Colorado 81611
(1) Based on 4,236,438 shares of Common Stock actually outstanding
at March 30, 1995, and assumes, for the purpose of calculating
this percentage, that all shares of Class A Preferred Stock
owned only by this individual are converted into Common Stock at
the stated conversion rate of 50 to 1, thus increasing the total
number of shares deemed to be outstanding. Until converted,
there are no voting powers with respect to the Preferred Stock.
The following table sets forth certain information as of March 30,
1995, concerning the number of shares of Common Stock and Preferred
Stock beneficially owned by each director and officer of the Company
and by the directors and officers of the Company as a group. For
purposes of this table, the Common Stock underlying options is only considered
beneficially owned if the options are exercisable within 60 days of the above
date. Each beneficial owner has sole investment and voting powers with
respect to such securities except as otherwise noted. The Company's Common
Stock and Class A Preferred Stock are the only classes of its equity
securities with shares beneficially owned by any of its officers or
directors.
Amount and Nature of Beneficial Ownership
Title of Class
Class A
Name of Common Preferred
Beneficial Owner Stock Stock Total (1) Owned (1)
Daniel J. Taylor 960,750 3,800 1,150,750 26.0%
Robert W. Moore 849,310 3,900 1,044,310 23.6%
Daniel M. Carney 797,600 2,300 912,600 21.0%
William A. Simon 109,567 (2) -- 109,567 2.6%
A. Tracy Burton 107,017 (3) -- 107,017 2.5%
James G. Steckart 64,000 (4) -- 64,000 1.5%
Thomas R. Kennalley 9,000 (5) -- 9,000 0.2%
All directors and
officers as a group
(7 persons) 2,897,244 10,000 3,397,244 70.0%
(1) Based on 4,236,438 shares of Common Stock actually outstanding
at March 30, 1995, and assumes, for the purpose of calculating
these totals and percentages, that all shares of Class A
Preferred Stock owned by the individual on this line of the
table are converted into Common Stock at the stated conversion
rate of 50 to 1, and that options to purchase Common Stock
pursuant to the Company's 1988 Incentive Stock Option Plan (see,
"Executive Compensation") held by this individual that are
exercisable within 60 days are exercised, thus increasing the
total number of shares deemed to be outstanding.
(2) Includes 24,000 authorized but unissued shares subject to
unexercised options to purchase common Stock granted under the
Company's 1988 Incentive Stock Option Plan exercisable within 60
days. Also, includes 1,500 shares owned by Mr. Simon's spouse
of which Mr. Simon disclaims beneficial ownership.
(3) Includes 20,000 authorized but unissued shares subject to
unexercised options to purchase Common Stock granted under the
Company's 1988 Incentive Stock Option Plan that are exercisable
within 60 days.
(4) Reflects 14,000 authorized but unissued shares subject to
unexercised options to purchase Common Stock granted under the
1988 Incentive Stock Option Plan that are exercisable within 60
days. Also, includes 50,000 unissued shares subject to an
unexercised non-qualified option to purchase Common Stock
granted in July 1993 that is exercisable within 60 days.
(5) Reflects 9,000 authorized but unissued shares subject to
unexercised options to purchase Common Stock granted under the
Company's 1988 Incentive Stock Option Plan that are exercisable
within 60 days.
PROPOSAL ONE
ELECTION OF DIRECTORS
Pursuant to the Company's Articles of Incorporation, the Board of
Directors has determined that five directors are to be elected at the
Annual Meeting to serve one-year terms or until their successors are
elected and qualified. All five nominees listed below are current
members of the Board of Directors of the Company.
Votes are cast for the election of directors by cumulative voting
as described above under the heading "Voting Rights." Directors are
elected by a plurality of the votes of the shareholders present in
person or represented by proxy at the annual meeting and entitled to
vote on the election of directors.
Unless otherwise directed in the enclosed proxy, it is the
intention of the persons named in such proxy to nominate and to vote
the shares represented by such proxy for the election of the following
five named nominees for the office of director of the Company,
reserving, however, the right to accumulate their votes and distribute
them among the nominees at their discretion.
Nominees for Director
Set forth below are the names, principal occupations, offices held
with the Company and other information concerning each person being
nominated by Management to be elected a Director of the Company as of
the Record Date. Information regarding the Common Stock of the Company
beneficially owned by the nominees is set forth in a preceding section
of this Proxy Statement entitled "Principal Stockholders and Stock
Ownership of Management."
The following persons have been nominated to be elected Directors
at the 1995 annual meeting. All of the Directors elected at the 1994
annual meeting (Messrs. Carney, Taylor, Moore, Simon and Steckart)
received in excess of 99% of the total number of shares represented
at the meeting either in person or by proxy. Of the Company's
4,260,150 shares of Common Stock then outstanding, 4,246,851 shares
were represented at the 1994 annual meeting in person or by proxy.
Year First Present Office
Principal Elected Held in the
Nominee Age Occupation Director Company
Daniel J. Taylor 51 Chairman of the Board 1983 Chairman & Chief
Advantage Companies Executive Officer
Inc.
Daniel M. Carney 63 Personal Investments 1976 Director
Robert W. Moore 73 President of Bob Moore 1983 Director
Cadillac, Inc. of
Oklahoma City, Oklahoma
William A. Simon 39 Sr. Vice President- 1981 Sr. Vice President-
& Director - Advantage Administration &
Companies, Inc. Chief Financial
Officer/Director
James G. Steckart 47 President and Director- 1992 President/Director
Advantage Companies,
Inc.
The Board of Directors does not contemplate that any of the above-
named nominees for director will refuse to accept election as a
director of the Company, or be unable to serve as a director of the
Company. Should any of them become unavailable for nomination or
election or refuse to be nominated or to accept election as a director
of the Company, then the person or persons voting the proxy will vote
the shares represented by such proxy for the election of such other
person or persons as may be nominated or designated by the Board of
Directors. Each nominee, so far as the Board knows, is willing to
serve and intends to serve the entire term if elected.
There is no family relationship among any of the nominees or
present directors and any officers of the Company, its subsidiaries
or affiliates.
If elected as a director of the Company, each director will hold
office until next year's annual meeting of stockholders, expected to
be held on June 14, 1996, or until his respective successor is elected
and qualified.
The following information summarizes the business experience of
each person who is nominated to be a director of the Company:
Mr. Taylor is Chairman of the Board and Chief Executive Officer.
He was President of the Company from June of 1985 until February 15,
1994. He was the Chairman of the Board of Pizza Hut of Florida, Inc.
from 1984 until its sale to the franchisor in December 1992. He was
Chairman of the Board of Pizza Hut of Titusville, Inc. and its
predecessor from 1979 until its sale to Pepsico, Inc. in 1988, and was
its President from 1978 until 1983. Mr. Taylor was Senior Vice
President of Finance and a director of Pizza Hut, Inc. from 1975 to
the end of 1977. Mr. Taylor was a director of the Company from 1979
to 1981, and has been Chairman of the Board from 1983 to the present.
Mr. Carney was a founder, Chairman of the Board and President of
Pizza Hut, Inc., until his retirement from active management in 1973
to manage his personal investments. However, he remained a director
of Pizza Hut, Inc., until its acquisition by Pepsico, Inc. in 1977.
Mr. Carney was a director of Pizza Hut of Florida, Inc., from 1984
until its sale in December 1992. Mr. Carney has numerous other
investments.
Mr. Moore has been the President of Bob Moore Cadillac, Oklahoma
City, Oklahoma, since 1969. He was a director of Pizza Hut of
Florida, Inc. from 1984 until its sale in December 1992. Mr. Moore
also manages numerous other personal investments.
Mr. Simon was elected Senior Vice President - Administration and
Chief Financial Officer of the Company on February 15, 1994. From
1978 until 1980, he was employed as a Certified Public Accountant by
Fox & Company (now Grant Thornton LLP). Mr. Simon joined the Company
as Controller/ Treasurer in 1980. In 1981, he was elected Director
and Vice President of Finance, retaining the position of
Controller/Treasurer. In January 1990, Mr. Simon was elected to the
position of Vice President of Operations, and resigned his finance and
accounting positions. In November 1991, he was elected to the
position of Vice President of Merchandising and Real Estate, resigning
his position as Vice President of Operations. Mr. Simon resigned that
position at the time he assumed his current duties as Senior Vice
President - Administration and Chief Financial Officer.
Mr. Steckart joined the Company in November 1991, and was elected
Vice President of Operations at that time. On February 15, 1994, he
was elected President of the Company. From 1983 to November 1991, he
was employed by Rent-A-Center, Inc. From 1987 to 1990, he was
Director of Operations for Rent-A-Center, Inc., and from 1990 to 1991,
he was Director of Franchise Operations and Development. He was
elected Director in June 1992.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION
OF THE FIVE NOMINEES FOR DIRECTOR.
EXECUTIVE OFFICERS
All officers of the Company have been elected to serve for one-year
terms ending in June 1995.
The following information summarizes the business experience of
each of the remaining executive officers not included above:
A. Tracy Burton, age 53, was elected Vice President of Marketing
on February 15, 1994. Mr. Burton joined the Company in June 1980, was
President of the Company from September 1981 to June 1985, and was its
Vice President - Investor Relations and Administration from June 1985,
until elected Vice President of Marketing in February 1994.
Thomas R. Kennalley, age 38, was elected Treasurer of the Company
on February 15, 1994. Mr. Kennalley joined the Company in March 1991
as Controller and is now Treasurer/Controller of the Company. From
1988 until joining the Company in 1991, Mr. Kennalley was engaged in
the practice of public accounting as a C.P.A. employed by Meredith &
Lytle, Chartered.
BOARD MEETINGS AND DIRECTOR COMPENSATION
During the Company's past fiscal year, the Board of Directors of
the Company held two meetings and all of the current directors were
in attendance. They resolved various matters without meetings by
means of Unanimous Consent Resolutions on nine (9) different occasions
during the year. The Company's Board of Directors does not have
standing nominating or compensation committees, but appointed Messrs.
Moore and Carney in 1988, and Simon in 1992, to a standing audit
committee. The audit committee, which met one time during fiscal
1995, reviewed external audit plans and activities, reviewed COMCOA's
annual financial statements, and reviewed all significant fees for
audit, audit related and non-audit services provided by the
independent auditors. The audit committee recommended to the Board
the annual selection of independent auditors. Members of the Board
of Directors who are not employees of the Company are paid $500 for
each meeting of the Board attended in person.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows all cash and other
compensation paid (or to be paid) by the Company for the fiscal years
indicated to the Company's Chairman of the Board and the two executive
officers who earned over $100,000 in the fiscal year ended January 22,
1995, for services rendered in all capacities in which they served
during each period:
Summary Compensation Table
LONG-TERM COM-
PENSATION AWARDS
NAME AND OF SECURITIES ALL
PRINCIPAL FISCAL ANNUAL COMPENSATION UNDERLYING OTHER COM-
POSITION YEAR SALARY BONUS(1) OTHER STOCK OPTIONS(#) PENSATION(4)
Daniel J. Taylor 1995 $ -- $175,000 $ -- $ -- $ --
Chief Executive 1994 -- 150,000 -- -- --
Officer 1993 -- 150,000 -- -- --
James G. Steckart 1995 $125,000 $50,000 -- 35,000(2) $7,778
Director and 1994 109,615 50,000 -- 50,000(3) 5,984
President 1993 100,000 50,000 -- -- 769
William A. Simon 1995 $125,000 $50,000 -- 35,000(2) $7,778
Senior Vice 1994 104,808 50,000 -- -- 6,869
President - 1993 100,000 35,000 -- -- 6,753
Administration &
Chief Financial
(1) Bonuses are accrued during the fiscal year and paid within 75
days of fiscal year end. The above bonus amounts are accrued and
reported in the fiscal year earned.
(2) Represents authorized but unissued shares subject to unexercised
options to purchase Common Stock granted under the Company's 1988
Incentive Stock Option Plan. Options stipulate that 20% become
exercisable each year for 5 years.
(3) Represents an unexercised non-qualified option to purchase 50,000
shares of Common Stock at $8.00 per share issued to Mr. Steckart
in July 1993 as added inducement to acquire further proprietary
interest in the Company and as an added incentive to remain with
the Company.
(4) These amounts represent the Company's contributions to the
Company's 401(k) Retirement Plan and term life insurance premiums
paid for the benefit of the named executive.
OPTIONS GRANTED IN LAST FISCAL YEAR
Shown below is further information on options granted during the
fiscal year ended January 22, 1995, to the Named Officers that were
listed in the Summary Compensation Table on page 9.
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term
% of
Total
# of Se- Options
curities Granted Excis- Market
Under- to Em- able Price
lying ployees or on Date
Options in Base of Expira-
Granted Fiscal Price Grant tion
(#) Year ($/Sh) ($/Sh) Date 0%($) 5%($) 10% ($)
Daniel J. Taylor -- N/A N/A N/A N/A $ -- $ -- $ --
James G. Steckart 35,000(1) 19% $14.00 $14.00 01/24/99 -- 135,450 299,250
William A. Simon 35,000(1) 19% $14.00 $14.00 01/24/99 -- 135,450 299,250
(1) These options, which were granted on January 24, 1994, stipulate
that 20% of the shares become exercisable each year beginning
January 24, 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
The following table sets forth information concerning each exercise
of stock options during the last fiscal year by each of the persons
named below and the fiscal year-end value of unexercised options.
VALUE OF
NUMBER OF UN- UNEXERCISED
EXERCISED OPTIONS IN-THE-MONEY-
SHARES HELD AT FISCAL OPTIONS AT FISCAL
ACQUIRED YEAR END YEAR END ($) (1)
ON EX- VALUE EXER- UNEXER- EX- UNEXER-
NAME ERCISE(#) REALIZED($) CISABLE CISABLE ERCISABLE CISABLE
Daniel J. Taylor -- $ -- -- -- $ -- $ --
James G. Steckart -- -- 57,000 28,000 399,750 349,000
William A. Simon 5,000 21,250 17,000 48,000 57,250 194,000
(1) Represents the difference between the "LAST" (NASDAQ - National Market
System) price as of January 20, 1995 and the exercise price of outstanding
options.
<PAGE>
COMPENSATION COMMITTEE/BOARD OF DIRECTORS INTERLOCKS
AND INSIDER PARTICIPATION
BOARD OF DIRECTORS INTERLOCKS
The Company does not have a formal compensation committee. All
executive base salaries, bonuses, and stock option grants are
determined by the Chairman of the Board, Daniel J. Taylor. The Board
of Directors informally approves the Chairman's compensation
decisions. Directors Taylor, Steckart and Simon are executive
officers of the Company.
Certain directors and executive officers of the Company have served
on the board of directors and as executive officers of Tidewater
Rental Corp., a Virginia corporation ("TRC"). TRC does not have a
compensation committee and all of its compensation decisions are also
made or approved by its entire board. The following table sets forth
the interrelationships among the boards of directors and executive
officer staffs of TRC and the Company.
ADVANTAGE COMPANIES, INC. TIDEWATER RENTAL CORP.
DIRECTORS DIRECTORS
Daniel J. Taylor Daniel J. Taylor
Daniel M. Carney Michael W. Dart
Robert W. Moore A. Tracy Burton
William A. Simon William A. Simon
James G. Steckart
OFFICERS OFFICERS
Daniel J. Taylor, Chief Executive Officer A. Tracy Burton, President
James G. Steckart, President Daniel J. Taylor, Vice President
William A. Simon, Sr Vice President - William A. Simon, Vice President
Administration & Chief Financial Officer Brenda J. Butler, Corporate
A. Tracy Burton, Vice President - Marketing Secretary
Brenda J. Butler, Corporate Secretary Thomas R. Kennalley, Treasurer
Thomas R. Kennalley, Treasurer
TRANSACTIONS WITH MANAGEMENT
During the past fiscal year the Company has engaged in transactions
with management and affiliated parties as described below:
PROPERTY MANAGEMENT CORP. During the past fiscal year the Company
has obtained office equipment, accounting services, personnel, legal
and other management services from Property Management Corp. ("PMC")
pursuant to a management agreement (the "Management Agreement").
Also, for a portion of the past fiscal year the Company obtained from
PMC office space for its corporate headquarters. The Company's
Chairman of the Board and Chief Executive Officer, Mr. Daniel J.
Taylor, owns fifty percent of PMC. Under the Management Agreement,
the Company paid PMC a management fee equal to one and one-half
percent of store revenue for each 4-week accounting period, for a
total management fee during the fiscal year ended January 22, 1995 of
$1,070,564.
Tidewater Rental Corp. The Company is under common management
control with Tidewater Rental Corp., which is also a Rent-A-Center
franchisee. PMC was the management company for TRC and the Company.
The Company shared corporate facilities and certain personnel and
equipment with TRC during fiscal 1995. The following table sets out
the common management of TRC and the Company.
TIDEWATER RENTAL CORP. ADVANTAGE COMPANIES, INC.
A. Tracy Burton, President Vice President - Marketing
Daniel J. Taylor, Vice President Chairman and Chief Executive Officer
William A. Simon, Vice President Senior Vice President-Administration
Operations
Thomas R. Kennalley, Treasurer Treasurer
Brenda J. Butler, Corporate Secretary Corporate Secretary
In addition, A. Tracy Burton, Daniel J. Taylor, William A. Simon,
James G. Steckart and Leslie G. Rudd (all of whom are officers,
directors or 5% stockholders of the Company) are stockholders of TRC.
Messrs. Taylor and Rudd each own over 20% of TRC's common stock.
Messrs. Steckart, Simon and Burton each own 6% or less of the shares
of TRC's common stock.
BOARD OF DIRECTORS COMPENSATION REPORT
TO SHAREHOLDERS
The Compensation Report to Shareholders set out below shall not be
deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under
the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed
under such Acts.
COMPENSATION PHILOSOPHY
The Company believes that executive compensation should reflect the
value created for shareholders and support the Company's short - and
long-term goals. Incentive pay and stock option grants should reward
executives for outstanding contributions to the Company's success.
The total compensation philosophy should attract and retain well
qualified executives.
The Company does not currently have any employment contracts with
its chief executive officer or the other executive employees named in
the Summary Compensation Table set out above, nor does it have any
compensatory plan or arrangement, including payments to be received
from the Company, with respect to such individuals that will result
from the resignation, retirement or any other termination of such
executive officer's employment with the Company and its subsidiaries,
or from a change in control of the Company, or a change in such
individual's responsibilities following a change in control.
Similarly, the Company has not adopted any "long-term incentive plan",
as that phrase is used in SEC regulations, providing compensation
intended to serve as incentive for performance over a period of longer
than one fiscal year, measured by the Company's financial performance,
the Company's stock price, or any other measure.
BASE SALARY should reflect the particular expertise of an
executive's position, his relative contribution to the Company's
earnings and financial strength, and should be competitive with
positions in similar companies. Mr. Steckart completed his first
full fiscal year with the Company at the same base salary he was
hired at in November 1991, received a 10% increase in February
1993, and a 14% increase in 1994. Mr. Simon received a 5% increase
in February 1993, his first in two years, and a 19% increase in
1994. Mr. Burton, who worked for the Company only part-time this
past fiscal year, did not draw a base salary or bonus.
ANNUAL BONUSES for executives are intended to reflect
executive contributions to the growth and quality of operating
income. Shareholder returns are ultimately affected by maximizing
operating income and earnings per share. The Company operates with
well defined goals, budgets and plans, and each executive has the
responsibility for the achievement of his particular related goals.
The Chairman of the Board awards executive annual bonuses based
upon the executive's position, his assessment of such individual's
contribution in that position, and the Company's overall
performance.
STOCK OPTIONS are awarded (granted) to executives to provide
long-term incentives that are intended to retain and motivate
executives to improve long-term stock market performance. Non-
qualified stock options have been used several times to encourage
executives to accept positions or retain their services with the
Company.
The Company has reserved 425,000 shares of Common Stock for
issuance under its 1988 Incentive Stock Option Plan ("1988 Plan")
approved and adopted at the 1988 Annual Meeting of Stockholders and
restated in January of 1995. Options may be granted pursuant to
the 1988 Plan, at the discretion of the Board of Directors, to
officers (including officers who are directors) and key employees
who are in a position to contribute substantially to the success
of the Company. The term during which any option may be exercised
shall be as determined by the Board of Directors, provided that no
option granted under the 1988 Plan shall be exercisable after ten
years from the date of the grant of the option. The price per
share at which options granted under the 1988 Plan may be exercised
shall be the fair market value of a share of Common Stock on the
date of grant.
THE RETIREMENT 401(k) PLAN contributes to the long-term
stability of the Company's personnel. The Company matches the
executives' contributions (as it does with all eligible employees)
up to 5% of gross compensation. The employee's vesting schedule
of the Company's contributions to the plan is 20% after two years
of employment, 40% after three years, 60% after four years, 80%
after five years, and 100% after six years. The plan was
implemented in January, 1992, and a maximum three years service was
credited to the vesting schedule.
<PAGE>
CHIEF EXECUTIVE OFFICER'S COMPENSATION
The Company believes that the relationship of Mr. Taylor's compensation
to the Company's financial performance (in terms of Operating Income and
Earnings Per Share) is the best quantitative measure.
Compensation Operating Income Net Earnings Per Share
Percentage Percentage Percentage
Increase Increase Increase
Fiscal Salary Over Prior Over Prior Over Prior
Year and Bonus Year $ Year Year
1995 $175,000 17% $10,012,706 2.6% $1.25 8.7%
1994 150,000 0% 9,759,658 21.7% 1.15 15.0%
1993 150,000 20% 8,021,504 13.0% 1.00 23.5%
1992 125,000 0% 7,099,420 15.6% .81 15.7%
1991 125,000 25% 6,142,239 37.7% .70 25.0%
The same relationship of all Executive Officers' compensation to
the Company's financial performance exists. In summary, the Company
believes that executive compensation does reflect each individual's
expertise and responsibility, is competitive with similar positions
in similar companies, and provides incentive to achieve long-term
goals and objectives.
April 26, 1995 BOARD OF DIRECTORS
Daniel J. Taylor Daniel M. Carney
Robert W. Moore William A. Simon
James G. Steckart
STOCK PRICE PERFORMANCE
The following graph shows a five year comparison of cumulative
total returns for the Company's Common Stock, the NASDAQ Stock Market
(US) Index, and the NASDAQ Non-Financial Stocks Index. Management
decided to use these broad market indexes because it was not possible
to obtain published cumulative total return, five-year trend data for
an industry or line of business similar to those defining the Company.
The Stock Price Performance Graph set out below shall not be deemed
incorporated by reference by any general statement incorporating by
reference this proxy statement into any filing under the Securities
Act of 1933 or under the Securities Exchange Act of 1934, except to
the extent that the Company specifically incorporates this information
by reference, and shall not otherwise be deemed filed under such Acts.
ADVANTAGE COMPANIES, INC. STOCK PRICE PERFORMANCE
01/28/90 01/27/91 01/26/92 01/24/93 01/23/94 01/22/95
NASDAQ Stock Market (US) $100.00 $96.91 $156.95 $177.38 $199.31 $193.88
NASDAQ Non-Financial $100.00 $101.11 $163.97 $173.84 $196.53 $185.63
Advantage Companies, Inc. $100.00 $93.02 $102.33 $116.26 $130.23 $146.51
Assumes $100 invested on Janury 28, 1990, in Advantage Companies, Inc.,
NASDAQ Stock Market Index and NASDAQ Non-Financial Stocks Index.
PROPOSAL TWO
APPOINTMENT OF AUDITORS
Subject to stockholder approval, the Board of Directors has
appointed Grant Thornton LLP, independent public accountants, to serve
as auditors to certify the Company's financial statements for the
fiscal year ending January 28, 1996. Grant Thornton LLP has certified
the Company's financial statements for the past twelve years and has
performed certain services for the Company in addition to those
provided in connection with the audit function, primarily services
rendered in connection with tax return preparation and advice. The
performance of all such services was approved in advance by management
of the Company, and all such services were similar in type to those
performed for the Company during previous years with the general
knowledge and approval of the Board of Directors of the Company. The
Board of Directors has been advised in past years that the performance
of such functions does not affect the independence of such accounting
firm.
A representative of Grant Thornton LLP will be present at the
Annual Meeting with the opportunity to make a statement if he or she
desires to do so and will be available to respond to appropriate
questions from stockholders.
The affirmative vote of the holders of a majority of the Company's
issued and outstanding Common Stock is required to approve the
appointment of auditors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
APPOINTMENT OF GRANT THORNTON LLP AS AUDITORS FOR THE CURRENT FISCAL YEAR.
PROPOSAL THREE
ADOPTION OF 1995 INCENTIVE STOCK OPTION PLAN
Stock options have for years served as an important part of the
Company's compensation program. The Board of Directors believes that
stock options are useful in attracting, retaining and motivating key
employees and enhancing their incentive to perform at the highest
level and contribute significantly to the Company's success. The
Board believes that stock options encourage employees to take a longer
term view and that the promotion of employee stock ownership helps to
align the interest of employees and shareholders.
During fiscal 1995, options for 185,000 shares were granted to nine
optionees pursuant to the Company's Restated 1988 Incentive Stock
Option Plan. At April 1, 1995, a total of 259,000 shares of the
Company's common stock are issuable pursuant to outstanding options
granted under the 1988 Plan. Only 4,500 shares of the Company's
common stock remain available for grant under the 1988 Plan. The
Board of Directors believes that the aforementioned number of shares
available under the 1988 Plan could be exhausted during the current
fiscal year.
The Board of Directors has, after careful review, concluded that it
is in the best interest of the Company and its shareholders to adopt
a new incentive stock option plan which would allow the Company to
grant options to employees for an additional 425,000 shares over the
next decade. To this end, the board has proposed that the
shareholders approve the 1995 Incentive Stock Option Plan, in the form
attached hereto as Exhibit A (the "1995 Plan"). The 1995 Plan is in
substantially the same form as the 1988 Incentive Stock Option Plan.
SUMMARY OF PROPOSED 1995 PLAN
The 1995 Plan is administered by the Board of Directors or any
compensation committee thereof, although the Company does not
currently have a compensation committee. The Board or compensation
committee determines the employees to be granted options and the
number of shares subject to each option. The Board has the authority
to determine the purchase price and the number of shares of common
stock to be covered by each option, and when each option may be
exercised. Options may be granted only to persons who are regular
employees of the Company at the time of such grant. Such employees
may include Officers and Directors who are also employees of the
Company.
The proposed new 1995 Plan will authorize the issuance of an
additional 425,000 shares pursuant to options to be granted and
exercised under the Plan. The maximum number is subject to adjustment
in case of stock splits and other corporate changes. The fair market
value of the additional shares issuable under the proposed 1995 Plan
(425,000 shares) on April 1, 1995, was approximately $6,481,000.
The option price of shares covered by options to be granted under
the 1995 Plan may not be less than 100% of the fair market value of
the common stock at the time of the granting of the option. A special
rule applies to optionees who own, directly or constructively, stock
possessing more than 10% of the total combined voting power of all
classes of stock of the Company, in which case the purchase price of
the option stock shall be 110% of its fair market value at the time
of granting of the option. The option price must be paid in full in
cash at the time of exercise. If the Board of Directors so
determines, the option may also be paid in shares of the Company's
common stock already owned by the optionee.
No option is transferrable by the optionee otherwise than by will
or by the laws of descent or distribution, and an option may only be
exercised during the optionee's lifetime by the optionee.
Options granted under the 1995 Plan are intended to qualify as
"incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code. As a result, the aggregate fair market value
of common stock with respect to which options granted to any single
employee are exercisable for the first time during any calendar year
shall not exceed $100,000. The Board of Directors determines the
period in which each granted option may be exercised, provided that
no option may be exercised more than 10 years from the date upon which
the option is granted (5 years in the case of an owner of stock
representing 10% or more of the total voting power of all of the
Company's stock). The 1995 Incentive Stock Option Plan will
terminate, whether or not all options have been granted, in the year
2005.
An individual optionee's options generally terminate upon
termination of the optionee's employment for any reason other than
disability or retirement because of age. If an employee's employment
is terminated for good cause, then all option rights expire on the
termination date. Other terminated employees generally have 30 days
from the date of termination to exercise any outstanding option. In
the event of death, the unexercised options may be exercised by the
deceased employee's executor, administrator or personal representative
within 12 months from the date of death. Similarly, a disabled
employee has a period of 12 months to exercise from the date of
termination of employment.
The 1995 Plan may be amended, terminated, or suspended at any time
by the Board of Directors, provided that such actions shall not
increase the number of shares which may be purchased under the Plan,
provide additional benefits under options already issued, extend the
time during which options may be granted, or change the manner of
determining the option price or the class of employees eligible to
receive options under the Plan, without a vote of the stockholders.
Once an option is issued under the Plan, it remains outstanding
according to its terms, independent of any subsequent termination of
the Plan.
FEDERAL TAX CONSEQUENCES OF THE PLAN
Under present federal income tax laws, options under the 1995 Plan
will have the following consequences:
1. The optionee will have no taxable income and the company will have
no tax deduction at the granting of an option.
2. Exercise of an incentive stock option will not, by itself, result
in the recognition of taxable income to the optionee or entitle the
Company to a deduction at the time of such exercise. The excess of
the fair market value of the shares on the date of exercise over the
option price is subject to the alternative minimum tax. The optionee
will recognize capital gain or loss upon resale of the shares received
upon such exercise, provided that the optionee holds such shares for
at least one year after the date of transfer to the optionee and
for at least two years after the grant of the option. Generally,
if the shares are not held for both of these periods, the optionee
will recognize ordinary income upon disposition in an amount equal
to the excess of the fair market value of the shares on the date
of such exercise over the option price of such shares. The balance
of any gain or loss will be treated as a capital gain or loss to
the optionee.
3. If an optionee engages in a disqualifying disposition of his
shares so that he must recognize ordinary income as noted above,
then the Company will be allowed a deduction equal to the amount
of ordinary income realized by the optionee at the time the optionee
recognizes such income.
RECOMMENDATION AND VOTE
Approval of the proposal to adopt the 1995 Plan requires the
affirmative vote of the holders of a majority of the shares of common
stock voted on the proposal, provided that the total votes cast on the
proposal represents a majority of the shares of common stock entitled
to vote thereon.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL TO ADOPT THE
1995 INCENTIVE STOCK OPTION PLAN.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
executive officers and directors, and persons who beneficially own
more than 10% of the Company's Common Stock, to file initial reports
of ownership and reports of changes in ownership with the Securities
and Exchange Commission. Executive officers, directors and greater
than ten-percent beneficial owners are required by applicable
regulations to furnish the Company with copies of all Section 16(a)
forms they file. The Company is not aware of any beneficial owners
of more than ten percent of its Common Stock other than those
disclosed earlier in this Proxy Statement.
Based solely upon a review of the copies of the forms furnished to
the Company and on written representations from certain reporting
persons that no Forms 5 were required, the Company believes that
during the 1995 fiscal year all filing requirements applicable to its
officers and directors were complied with except that Forms 4 for
Messrs. Steckart, Simon and Burton, and Form 3 for Mr. Kennalley,
reporting the granting of options from the 1988 Plan in January 1994
were inadvertently filed on the last day of February 1994 instead of
by the tenth of the month.
OTHER MATTERS
The Board of Directors and management of the Company know of no
other business that may properly be, or which is likely to be, brought
before the meeting. If, however, any other business should properly
be presented to the annual meeting, the persons named in the
accompanying proxy will vote the proxy as in their discretion they may
deem appropriate.
DATE FOR RECEIPT OF PROPOSALS
It is presently contemplated that the 1996 Annual Meeting of
stockholders will be held on or about June 14, 1996. In order for any
stockholder proposal to be included in the proxy materials of the
Company for the 1996 Annual Meeting of Stockholders, it must be
received by the Secretary of the Company no later than December 22,
1995. It is urged that any such proposals be sent by certified mail,
return receipt requested. If the date for the 1996 Annual Meeting is
changed to a date more than 30 calendar days earlier or 90 calendar
days later than June 14, 1996, the Company shall, in a timely manner,
inform the stockholders of such change and the date by which proposals
of stockholders must be received for inclusion in the proxy materials
for such meeting.
COPIES OF FORM 10-K AVAILABLE UPON REQUEST
THE COMPANY, WITHOUT CHARGE, WILL PROVIDE TO EACH STOCKHOLDER, ON
WRITTEN REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, BUT
WITHOUT EXHIBITS, REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED JANUARY 22, 1995.
WRITTEN REQUESTS FOR SUCH FORMS 10-K SHOULD BE DIRECTED TO MR. THOMAS
R. KENNALLEY, TREASURER, ADVANTAGE COMPANIES, INC., 9323 EAST 37TH ST.
NORTH, WICHITA, KANSAS 67226-2000.
By the Order of the Board of Directors
Brenda J. Butler
Corporate Secretary
April 26, 1995
Wichita, Kansas
<PAGE>
EXHIBIT A
1995 INCENTIVE STOCK OPTION PLAN
OF
ADVANTAGE COMPANIES, INC.
The purpose of this 1995 Incentive Stock Option Plan (the "Plan")
is to advance the interests of Advantage Companies, Inc. and its
subsidiary corporations (hereinafter referred to collectively as the
"Company") within the meaning of Section 422(e) and (f) of the
Internal Revenue Code of 1986, as amended from time to time
(hereinafter the "Code"), including but not limited to COMCOA, Inc.
and AdvantEdge Rental Purchase, Inc., by strengthening the Company's
ability to attract and retain in its employ individuals of training,
expertise and ability, and to furnish incentive to officers and valued
employees upon whose judgment, initiative and efforts the successful
conduct and development of its business largely depends, by
encouraging such officers and employees to become owners of capital
stock of the Company. By encouraging proprietary interests in the
Company, it is hoped that the interests of shareholders and employees
will be aligned.
These purposes will be advanced through the granting of incentive
stock options ("Options") as herein provided, which options are
intended to qualify as "Incentive Stock Options" within the meaning
of Section 422 of the Code.
1. Stock Subject to the Plan. Subject to adjustment pursuant to
Paragraph 8 hereof, the stock that may be optioned and sold pursuant
to Options shall not exceed, in the aggregate, 425,000 shares of the
Company's common stock, $.01 par value per share ("Common Stock").
Such shares may be either issued shares of Common Stock that have been
reacquired by the Company or authorized but unissued shares of Common
Stock as the Board of Directors of the Company (the "Board") shall
from time to time determine. Any shares subject to an Option that for
any reason expires or is terminated without having been exercised in
full shall, with respect to any unexercised portion of the Option,
become available for further grant of Options pursuant to the Plan.
2. Eligibility. Options may be granted only to persons who are
regular employees of the Company at the time of grant and only in
connection with any such person's employment. The term "employees"
shall include officers and shall also include directors who are
employees of the Company. A director who is not at the time an
employee of the Company shall not be eligible to receive an Option.
An employee who has been granted an Option under this or any prior
stock option plan may be granted one or more additional Options.
(a) Unless the conditions specified in Paragraphs 3 and 4
below are satisfied, no Option shall be granted to an individual who
owns, directly or constructively, Common Stock and other voting stock
of the Company possessing more than ten percent of the total combined
voting power of all classes of voting stock of the Company or of a
parent company, if any. Constructive ownership of Common Stock for
purposes of the ten percent test contained in this paragraph and
elsewhere in this Plan means Common Stock owned by an individual,
including that owned by his brothers and sisters of whole or half
blood, spouse, ancestors, lineal descendants, and a proportionate
share of the Common Stock owned by any corporation, partnership, estate
or trust of which he is a shareholder, partner or beneficiary.
The Board or any Option or Compensation Committee thereof (the "Committee")
will determine the employees to be granted Options and the number of shares
subject to each Option; except that should it be proposed that any
Committee member receive Options, then such Options must be approved by
the Board or Committee.
(b) The aggregate fair market value (determined as of the time any
Option is granted) of the Common Stock with respect to which Options
granted to any single employee are exercisable for the first time during any
calendar year (including options granted under all other "Incentive Stock
Option Plans" adopted by the Company) shall not exceed $100,000 within
the meaning of Section 422 of the Code.
(c) Nothing in this Plan shall be construed to give anyone the
right to be granted an Option, and neither the Plan nor the granting of an
Option nor the taking of any other action under the Plan shall constitute
or be any evidence of any agreement or understanding, express or implied,
that the Company will employ an option holder for any period of time or
in any position or at any particular rate of compensation.
(d) The Committee may in its discretion offer Options on available
shares of Common Stock to new or other employees, and may include or exclude
previous optionees from any granting of options as it deems appropriate from
time to time. Notice in writing shall be given by the Board or the Committee
to each employee of any Option granted to him under this Plan and of the
price required to be paid for such shares.
3. Option Prices. The purchase price of Common Stock covered by
any Option shall be not less than 100% of the fair market value of the
Common Stock at the time of the granting of the Option. Such fair
market value shall be determined by the Board or the Committee, but
shall not be less than the last sales price of the Common Stock on
the date the Option is granted as reported by the NASDAQ quotation
system. If the optionee, at the time the Option is granted, owns,
directly or constructively, stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company,
the purchase price of the Option stock shall be 110% of its fair
market value at the time of granting the Option. Notwithstanding the
foregoing, the price at which options may be exercised shall in all
events be determined in a manner consistent with any regulations or
interpretations that may be promulgated from time to time by the
Internal Revenue Service with respect to Section 422 of the Code, or
any successor thereto.
The Board or Committee will use their best efforts to determine
the fair market value of shares subject to Option, but neither the
Board, the Committee, nor the Company will be responsible for the
payment of any tax imposed upon the participants, nor will they
reimburse participants for their payment of any tax so imposed.
Neither the Company, the Board, the Committee nor any member thereof
makes or shall make any representation or warranty to any participant
regarding the federal or state income tax consequences or effects of
participation in the Plan.
<PAGE>
4. Term of Options. The Board or the Committee shall determine
the period within which an Option may be exercised, except that such
period shall not exceed ten years from the date upon which the Option
is granted. If the optionee, at the time the Option is granted, owns,
directly or constructively, stock possessing more than 10% of the
total combined voting power of all classes of voting stock of the
Company, the maximum period for exercising an Option shall be five
years from the date upon which the Option is granted; provided,
however, that these periods may be further shortened in accordance
with the provisions of Paragraph 8 below.
5. Option Agreements. Each Option granted under the Plan shall
be evidenced by a stock option agreement between the Company and the
employee. The Board or Committee shall initially make all decisions
as to the form of stock option agreement to be entered into with each
optionee. All forms of stock option agreement shall contain such
provisions, restrictions and conditions as are not inconsistent with
this Plan but need not be identical. The provisions of this Plan
shall be set forth in full or incorporated by reference in each stock
option agreement.
6. Exercise of Options. An Option may be exercised in accordance
with its terms at any time or from time to time after the granting
thereof and the approval of this Plan by the stockholders of the
Company. The purchase price of the shares purchased upon exercise of
an Option shall be paid in full in cash at the time of the exercise,
but the Board of Directors may (but shall not be required to)
determine that shares may be purchased in whole or in part upon the
exercise of Options with Common Stock of the Company. The Board of
Directors may (but shall not be required to) permit the payment for
Common Stock purchased under the Plan by means of a loan from the
Company or from one of its subsidiaries for all or a portion of the
purchase price, upon such terms and conditions as the Board or
Committee may from time to time determine. Except as provided in
Paragraph 8 hereof, an Option may not be exercised in whole or in part
unless the holder thereof shall then be an employee of the Company or
of a subsidiary of the Company. The holder of an Option shall not
have any of the rights of a stockholder with respect to the shares
covered by his Option until and except to the extent that the Option
shall have been duly exercised.
7. Nontransferability of Option. An Option shall not be
transferable otherwise than by will or by the laws of descent and
distribution, and an Option may only be exercised during the
optionee's lifetime by the optionee. No Option or interest therein
may be assigned, pledged or hypothecated by the optionee during his
lifetime, by operation of law or otherwise, or be made subject to
execution, attachment or similar process.
8. Death of Optionee or Termination of Employment. All rights
of an employee in an Option shall, to the extent it has not been
exercised, terminate upon the death of the employee (except as
hereinafter provided) and shall also expire (except as hereinafter
provided) upon the termination of the optionee's employment for any
reason other than disability or retirement because of age. In the
case of termination by reason of disability, all Option rights shall
terminate twelve months from the date of termination of employment
and, in the case of retirement, three months from the date thereof.
An employee whose employment is terminated for any reason other than
death, disability or retirement because of age or for good cause
shown, shall have thirty days from the date of such termination to
exercise any outstanding Option. If an employee's employment is
terminated for good cause shown, all of his rights shall expire with
the effectiveness of such termination for good cause. An Option shall
not be affected by any temporary change of duties or position of the
optionee or by any temporary leave of absence granted by the Company.
In the event of the death of the optionee during his employment, the
unexercised portion of an Option may be exercised at any time within
twelve months from the date of the Option holder's death by his
executor, administrator, personal representative or other person who
has acquired the right to exercise the Options by bequest or
inheritance, but in no event may any Option be exercised after the
expiration of the term of the Option as set forth in Paragraph 4
hereof.
9. Adjustments Upon Changes in Capitalization. Notwithstanding
any other provision of the Plan, in the event that there is any change
in the Common Stock or to Options granted hereunder by reason of
merger, consolidation, split up, combination, liquidation, exchange
of shares, reorganization or the like, or in the event of any dividend
to Common Stock holders payable in such stock or the issuance to the
holders thereof of rights to subscribe to stock of the same class, or
in the event of any change in the Company's capital structure, the
Board or Committee shall make such adjustments with respect to
Options, and to any provisions of this Plan, as it deems equitable to
prevent dilution or enlargement of Option rights, and such
determination by the Board or Committee shall be conclusive with
respect thereto.
10. Termination and Amendment of the Plan. Options may be granted
under the Plan at any time, or from time to time, as long as the total
number of shares optioned or purchased under this Plan does not exceed 425,000
shares, subject to any adjustment pursuant to Paragraph 9 hereof. No Options
shall be granted under the Plan after ten years from the date the Plan is
adopted by the Board of Directors.
The Board or Committee may at any time and from time to time
alter or amend the Plan or any part thereof as it may deem proper and
in the best interest of the Company and may alter or amend the Plan
in order that Options granted under the Plan shall at all times
qualify as "Incentive Stock Options" under Section 422 of the Code or
qualify under similar or successor provisions of the Code as amended
from time to time, or conform with any change in applicable law or
regulations or rulings of administrative agencies. Any termination,
suspension, alteration or amendment of the Plan effected pursuant to
this Paragraph 10 may be made by the Board of Directors without
further action on the part of the stockholders of the Company;
provided, that no such termination, suspension, alteration, or
amendment shall (a) impair, without the consent of the Option holder,
any previously granted Option or deprive him of any Common Stock which
he may have acquired under the Plan, or (b) unless approved by the
stockholders of the Company, (i) grant employees additional benefits
in Options previously granted under the Plan; (ii) increase the total
number of shares of Common Stock which may be purchased under the Plan
except as provided in Paragraph 9 hereof; (iii) extend the time during
which Options may be granted under the Plan; (iv) change the class of
employees eligible to receive Options under the Plan; or (v) change
the manner of determining the Option price except to change the manner
of determining the fair market value of the Common Stock. Any Option
outstanding at the time of termination of the Plan shall remain in
effect subject to the provisions of this Plan until the Option shall
have been exercised or shall have expired.
11. Use of Proceeds. The proceeds received by the Company from the
sale of stock pursuant to this Plan will be used for general corporate
purposes.
12. Administration and Amendment of the Plan. This Plan shall be
administered by the Board or Committee in accordance with the provisions of
Paragraph 2 hereof. Each member of the Board or Committee shall be a
"disinterested person" as defined in Rule 16(b)-3 under the Securities
Exchange Act of 1934. The Board or Committee, from time to time, may adopt
rules and regulations carrying out the Plan, and are authorized to
interpret the Plan and to make other determinations necessary or advisable
for its administration. Subject to the provisions of the Plan, the Board or
Committee shall have plenary authority to determine the time or times
at which, and the employees of the Company to whom, Options shall be
granted, the purchase price and the number of shares of Common Stock
to be covered by each Option, and when each Option may be exercised.
13. Assumed Options. In connection with any transaction to which
Section 424(a) of the Code is applicable, Options may be granted pursuant
hereto in substitution of existing Options or existing Options may be
assumed as prescribed by that Section and any regulations issued
thereunder. Notwithstanding nything to the contrary contained in this Plan,
Options granted pursuant to this Paragraph shall be at prices and shall
contain such terms, provisions and conditions as may be determined by the
Board or the Committee and shall include such provisions and conditions as
may be necessary to meet the requirements of Section 424(a) of the Code.
14. Stock Purchased for Investment. Unless shares of Common Stock covered
by the Plan have been registered with the Securities and Exchange Commission
pursuant to Section 5 of the Securities Act of 1933, each optionee shall,
by accepting an option, represent and agree, for himself and his transferees
by will or the laws of descent and distribution, that all shares of stock
purchased upon the exercise of an Option will be acquired for
investment and not for resale or distribution. Upon the exercise of
any portion of any Option, the person entitled to exercise the same
shall, upon request of the Company, furnish evidence satisfactory to
the Company (including, but not limited to, a written and signed
representation) to the effect that the shares of stock are being
acquired in good faith for investment and not for resale or
distribution. Furthermore, the Company may, if it deems appropriate,
affix a legend to certificates representing shares of stock purchased
upon exercise of Options indicating that such shares have not been
registered with the Securities and Exchange Commission and may so
notify its transfer agent. Common Stock purchased pursuant to this
Plan may be disposed of by an optionee only in the following manner:
(1) pursuant to an effective registration statement covering such
resale or reoffer; (2) pursuant to an applicable exemption from
registration as indicated in a written opinion of counsel acceptable
to the Company; or (3) in a transaction that meets all the
requirements of Rule 144 of the Securities and Exchange Commission.
If shares of stock covered by the Plan have been registered with the
Securities and Exchange Commission, no such restrictions on resale
shall apply, except in the case of optionees who are directors,
officers or principal stockholders of the Company. Such persons may
dispose of such shares only by one of the three aforesaid methods.
Nothing in this Plan shall be construed to obligate the Company
to file or maintain the effectiveness of a registration statement
under the Securities Act of 1933 or under the securities laws of any
jurisdiction or to take or cause to be taken any action which may be
necessary in order to provide an exemption from registration under the
Securities Act of 1933 or the securities laws of any jurisdiction.
15. Other Regulations. The obligations of the Company to sell and
deliver shares of Common Stock shall be subject to all applicable laws,
rules and regulations and such approvals by any governmental agencies as
may be required, including, without limitation, the effectiveness of a
registration statement under the Securities Act of 1933, as deemed
necessary or appropriate by counsel for the Company.
16. Certain Dispositions of Shares. Any Options granted pursuant to
this Plan shall be conditioned such that if, within the earlier of (i) the
two-year period beginning on the date of grant of an option or (ii) the
one-year period beginning on the date on which any share of Common Stock is
acquired by exercise of an Option, the optionee makes a disposition of such
share of stock by way of sale, exchange, gift, transfer of legal title or
otherwise, the optionee shall promptly report such disposition to the
Company in writing and shall furnish to the Company such details concerning
such disposition as the Company may reasonably request.
17. Credit to Finance Stock Purchases. To the extent permitted by law,
the Company may extend and maintain, or arrange for the extension and
maintenance of, credit to any optionee to finance the exercise of rights
granted to such optionee under this Plan, on such terms as may be approved
by the Board or the Committee, and subject to all applicable laws and
regulations in effect at the time such credit is extended.
18. Effective Date of the Plan. This Plan shall become effective upon
its adoption by the Board, subject to the approval hereof by the holders of
a majority of the Common Stock of the Company at a duly constituted meeting
of the stockholders of the Company within one year after the date of
adoption by the Board.
19. Nonexclusivity of the Plan. Neither the adoption of the Plan by
the Board nor the submission of the Plan for approval of the stockholders of
the Company shall be construed as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan.
Side 1
ADVANTAGE COMPANIES, INC. THIS PROXY IS SOLICITED ON BEHALF
9323 EAST 37TH STREET NORTH OF THE BOARD OF DIRECTORS
WICHITA, KANSAS 67226
The undersigned hereby appoints Daniel J. Taylor and William A. Simon as
Proxies, each with the power to appoint his substitute and hereby authorizes
them to represent and to vote, as designated below, all the shares of common
stock of ADVANTAGE COMPANIES, INC., held of record by the undersigned on
April 14, 1995, the record date, at the annual meeting of shareholders
to be held on June 9, 1995, or any adjournments thereof.
1. Election of Directors (Proposed by Management)
FOR all nominees listed VOTE WITHHELD Daniel J. Taylor William A. Simon
at the right, EXCEPT from all Robert W. Moore James G. Steckart
VOTE WITHHELD FROM nominees Daniel M. Carney
THOSE WHOSE NAMES listed on
ARE CROSSED OUT. the right
2. Proposal to approve and ratify the appointment For Against Abstain
of Grant Thornton LLP as the independent
public accountants of the corporation
(Proposed by Management).
3. Proposal to approve and adopt the 1995 For Against Abstain
Incentive Stock Option Plan with regard
to 425,000 shares of common stock
(Proposed by Management).
4. In their discretion, the Proxies are authorized to vote upon such other
business that the Directors did not know at a reasonable time before this
proxy solicitation that may properly come before the meeting, including,
without limitation, for the election of any person to any office for which
a BONA FIDE nominee is named in the Proxy Statement and such nominee is
unable to serve or for good cause will not serve, and upon any matters
incidental to the conduct of the annual meeting.
(Please sign on the other side)
Side 2
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ITEMS 1, 2 & 3.
Please sign exeactly as name appers below. 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 authozied person.
Do you plan to attend the meeting? Yes No
Dated: _________________________, 1995 _______________________________________
Signature
________________________________________
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
