<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Ironstone Group, Inc.
_______________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Ironstone Group, Inc.
_______________________________________________________________________
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box)
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
_______________________________________________________________________
2. Aggregate number of securities to which transaction applies:
_______________________________________________________________________
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
_______________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_______________________________________________________________________
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
_______________________________________________________________________
2. Form, Schedule or Registration Statement No.:
_______________________________________________________________________
3. Filing Party:
_______________________________________________________________________
4. Date Filed:
_______________________________________________________________________
<PAGE> 2
IRONSTONE GROUP, INC.
One Bush Street
Suite 1100
San Francisco, CA 94104
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MAY 8, 1996
TO THE STOCKHOLDERS OF IRONSTONE GROUP, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
IRONSTONE GROUP, INC., a Delaware corporation (the "Company"), will be held on
Wednesday, May 8, 1996 at 10:00 a.m. local time at One Bush Street, Suite 1100,
San Francisco, CA 94104 for the following purpose:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To ratify the selection of Deloitte & Touche, LLP as the independent
public accountant of the Company for its fiscal year ending December
31, 1996.
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on March 29, 1996,
as the record date for the determination of stockholders entitled to notice of
and to vote at this Annual Meeting and at any adjournment or postponement
thereof.
By Order of the Board of Directors
Kenneth L. Guernsey
Secretary
San Francisco, California
April 15, 1996
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE> 3
IRONSTONE GROUP, INC.
One Bush Street
Suite 1100
San Francisco, CA 94104
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Ironstone Group, Inc., a Delaware corporation (the "Company") for use at the
Annual Meeting of Stockholders to be held on Wednesday, May 8, 1996, at 10:00
a.m. local time (the "Annual Meeting"), or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at One Bush Street, Suite 1100,
San Francisco, CA 94104. The Company intends to mail this proxy statement and
accompanying proxy card on or about April 15, 1996, to all stockholders entitled
to vote at the Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies
including preparation, assembly, printing and mailing of this proxy statement,
the proxy and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or other
regular employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on
March 29, 1996 will be entitled to notice of and to vote at the Annual Meeting.
Holders of Common Stock will have one vote per share held on all matters to be
voted on at the Annual Meeting. At the close of business on March 29, 1996, the
Company had outstanding and entitled to vote 1,487,854 shares of Common Stock.
All votes will be tabulated by the inspector of election appointed for
the meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power
to revoke it at any time before it is voted. It may be revoked by filing with C.
J. Russell, Assistant Secretary of the Company, at the Company's principal
executive office, One Bush Street, Suite 1100, San Francisco, CA 94104, a
written notice of revocation or a duly executed proxy bearing a later date, or
it may be revoked by attending the meeting and voting in person. Attendance at
the meeting will not, by itself, revoke a proxy.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's 1997 Annual Meeting of Stockholders must be received by the Company
not later than December 18, 1996 in order to be included in the proxy statement
and proxy relating to that Annual Meeting.
1.
<PAGE> 4
PROPOSAL 1
ELECTION OF DIRECTORS
There are two nominees for the two Board positions presently authorized
in the Company's Bylaws. Each director to be elected will hold office until the
next annual meeting of stockholders and until his successor is elected and has
qualified, or until such director's earlier death, resignation or removal. Each
nominee listed below is currently a director of the Company.
Shares of Common Stock represented by executed proxies will be voted,
if authority to do so is not withheld, for the election of the two nominees
named below. In the event that any nominee should be unavailable for election as
a result of an unexpected occurrence, such shares will be voted for the election
of such substitute nominee as management may propose. Each person nominated for
election has agreed to serve if elected and management has no reason to believe
that any nominee will be unable to serve.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
NOMINEES
The following information pertains to the nominees, their principal
occupations for the preceding five year period, certain directorships, and their
ages as of February 26, 1996:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE OCCUPATION
<S> <C> <C> <C>
Robert L. Miller........................ 43 1991 Chief Executive Officer of the
Company
Edmund H. Shea, Jr.(1).................. 66 1993 Executive Vice President of J.F.
Shea Co., Inc.
</TABLE>
- ------------------------------------
(1) Member of the Audit Committee and the Compensation Committee.
ROBERT L. MILLER has served as Chairman of the Board of the Company
since May 1991, as Chief Executive Officer since February 1994, and also served
as Chief Executive Officer from May 1991 to October 1993 and as President from
May 1991 to January 1993. He has been a sole legal practitioner since 1980. Mr.
Miller is also a director of ADAC Laboratories.
EDMUND H. SHEA, JR. has served as a director of the Company since
October 1993. He is a co-founder of J.F. Shea Co., Inc., a diversified
construction, land development and venture capital investment company, and has
served as its Executive Vice President and a director since 1968. He is also a
director of ADAC Laboratories, Inc. and Vanguard Airlines.
BOARD COMMITTEES AND MEETINGS
The Company currently has authorized two directors. All directors hold
office until the next annual meeting of stockholders of the Company and until
their successors have been duly elected and qualified. During the fiscal year
ended December 31, 1995 the Board of Directors held four meetings. The Board has
an Audit Committee and a Compensation Committee.
2.
<PAGE> 5
The Audit Committee meets with the Company's independent auditors to
review the results of the annual audit and discuss the financial statements and
recommends to the Board the independent auditors to be retained. The Audit
Committee is currently composed of Mr. Shea, was constituted in October 1993 and
met one time during 1995. Mr. Michael Y. McGovern was also a member of the Audit
Committee until his resignation as a director of the Company on December 31,
1995.
The Compensation Committee makes recommendations concerning salaries
and incentive compensation, awards stock options to employees and consultants
under the Company's stock option plans and otherwise determines compensation
levels and performs such other functions regarding compensation as the Board may
delegate. The Compensation Committee is currently composed of Mr. Shea, was
constituted in October 1993 and met one time during 1995. Mr. McGovern was also
a member of the Compensation Committee until his resignation as a director.
During the fiscal year ended December 31, 1995, each incumbent Board
member attended 75 percent or more of the aggregate of the meetings of the Board
and of the committees on which he served, held during the period for which he
was a director or committee member, respectively.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANT
The Board of Directors has selected Deloitte & Touche, LLP as the
Company's independent public accountant for the fiscal year ending December 31,
1996 and has further directed that management submit the selection of
independent public accountant for ratification by the stockholders at the Annual
Meeting. Representatives of Deloitte & Touche, LLP are expected to be present at
the Annual Meeting or to be available by telephone during the Annual Meeting,
will have an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
Coopers & Lybrand was the Company's independent public accountant prior
to the Company's bankruptcy filing in January 1991. For the fiscal years ended
December 31, 1990 and 1991, due to the bankruptcy proceedings, no public
accounting firm was retained to prepare or issue any reports for the Company.
All of the Company's prebankruptcy business operations were liquidated or
otherwise disposed of during the pendency of the bankruptcy proceedings. In
October 1993, the Company acquired 80 percent ownership of Belt Perry
Associates, Inc. ("Belt Perry"), and substantially all of the Company's business
operations are now conducted through Belt Perry. Deloitte & Touche was the
independent public accountant for Belt Perry for the years ended December 31,
1990, 1991 and 1992. In January 1994, the Board of Directors approved the
retention of Deloitte & Touche as the independent public accountant for the
Company and its subsidiaries for the 1992, 1993 and 1994 fiscal years, and in
February 1995, the Board approved the retention of Deloitte & Touche, LLP as the
independent public accountant for the Company and its subsidiaries for the 1995
fiscal year. In March 1996, the Board approved the retention of Deloitte &
Touche, LLP as the independent public accountant for the Company and its
subsidiaries for the 1996 fiscal year. Prior to its engagement of Deloitte &
Touche, LLP, the Company did not consult such firm regarding any accounting or
reporting matters.
Stockholder ratification of the selection of Deloitte & Touche, LLP as
the Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Deloitte & Touche,
LLP to the stockholders for ratification as a matter of good corporate practice.
If the stockholders fail to ratify the selection, the Audit Committee and the
Board will reconsider whether or not to retain that firm. Even if the selection
is ratified, the Board in its discretion may direct the appointment of a
different independent accounting firm at any time during the year if they
determine that such a change would be in the best interests of the Company and
its stockholders.
3.
<PAGE> 6
The affirmative vote of the holders of a majority of the shares of the
outstanding Common Stock will be required to approve this proposal. As a result,
abstentions and broker non-votes will have the same effect as negative votes.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 2.
4.
<PAGE> 7
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of February 26, 1996 by: (i) each
director and nominee for director; (ii) each of the executive officers named in
the Summary Compensation Table employed by the Company in that capacity on
February 26, 1996; (iii) all executive officers and directors of the Company as
a group; and (iv) all those known by the Company to be beneficial owners of more
than five percent of its Common Stock.
BENEFICIAL OWNERSHIP(1)
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF PERCENT
BENEFICIAL OWNER COMMON STOCK OF TOTAL(2)
<S> <C> <C>
Hambrecht & Quist Group and associated entities(3).......................... 930,342 62.53%
One Bush Street
San Francisco, CA 94104
Ivory & Sime Enterprise Capital PLC......................................... 128,978 8.67%
One Bush Street
San Francisco, CA 94104
Robert L. Miller............................................................ 44,790(4) 2.92%
Edmund H. Shea, Jr.......................................................... 45,785(5) 3.07%
All Executive Officers and Directors
as a Group (3 persons).................................................... 95,451(6) 6.20%
</TABLE>
- ------------------------------
(1) This table is based upon information supplied by officers, directors
and principal stockholders and Schedules 13D and 13G, if any, filed
with the Securities and Exchange Commission (the "Commission"). Unless
otherwise indicated in the footnotes to this table, and subject to
community property laws where applicable, each of the stockholders
named in this table has sole voting and investment power with respect
to the shares indicated as beneficially owned.
(2) Percentages are based on 1,487,854 shares of Common Stock outstanding
on February 26, 1996, adjusted as required by rules promulgated by the
Commission.
(3) Represents shares beneficially owned by Hambrecht & Quist Group (4,596
shares) and associated entities, including the following entities: H&Q
London Ventures (356,830 shares), Phoenix Venture (BVI) Ltd. (227,851
shares), H&Q Ventures IV (131,989 shares), H&Q Ventures International
C.V. (131,989 shares), The Hambrecht 1980 Revocable Trust (70,880
shares), Hambrecht & Quist LLC (3,656 shares), and Hamquist (2,551
shares).
(4) Represents shares subject to outstanding options that were exercisable
on February 26, 1996 or will become exercisable within 60 days
thereafter.
(5) Includes 2,275 shares subject to outstanding options that were
exercisable on February 26, 1996 or will become exercisable within 60
days thereafter and includes 38,130 shares held by the E&M RP Trust.
Does not include shares held by the following persons or entities as to
which Mr. Shea has disclaimed beneficial ownership: John F. Shea Family
Trust (18,753 shares) and Peter O. Shea (32,294 shares).
(6) Includes shares described in notes 4 and 5 above as well as 4,876
shares which Mark M. Glickman, the Company's Chief Financial Officer,
has the right to acquire within 60 days of the date of this table
pursuant to outstanding options.
5.
<PAGE> 8
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than 10
percent of a registered class of the Company's equity securities to file with
the Commission initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Directors, officers,
stockholders are required by Commission regulation to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1995, all
Section 16(a) filing requirements applicable to its directors, officers and
greater than 10 percent beneficial owners were complied with.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Each non-employee director of the company receives a fee of $500 for
each Board meeting attended in person (plus $500 for each committee meeting
attended by committee members on a day other than a Board meeting date) and
reimbursement for expenses incurred in connection with attending such meetings.
In the fiscal year ended December 31, 1995, the aggregate total compensation
paid to non-employee directors was $4,000.
Outside directors also receive stock option grants under the Company's
1993 Non-Employee Directors' Stock Option Plan (the "Directors' Plan"). Only
non-employee directors of the Company or an affiliate of such directors (as
defined in the Internal Revenue Code of 1986, as amended from time to time,
hereinafter the "Code") are eligible to receive options under the Directors'
Plan. Options granted under the Directors' Plan are not intended to qualify as
incentive stock options under the Code.
The Directors' Plan provides for the automatic grant of options to
purchase shares of Common Stock to non-employee directors. In October 1993,
Messrs. McGovern and Shea each received an option to purchase 1,600 shares of
Common Stock at an exercise price of $3.00 per share. In addition, upon
compliance by the Company with certain securities law requirements in May 1995,
each received pursuant to the terms of the Directors' Plan an option to purchase
375 shares of Common Stock at an exercise price of $4.00 per share and an
additional option to purchase 1,600 shares of Common Stock at an exercise price
of $4.00 per share. All options under the Directors' Plan have been or will be
granted at fair market value on the date of grant. The Directors' Plan also
provides that any future non-employee director who is elected to the Board for
the first time shall, upon the date of his initial election, automatically be
granted an option to purchase 1,600 shares of the Company's Common Stock. In
addition, the Directors' Plan provides that on the first business day of each
year, each non-employee director serving as a non-employee member of the Board
shall be granted an option to purchase up to 1,600 shares of Common Stock, the
exact number being based pro rata on the portion of the preceding year that the
non-employee director served as such. Consequently, on January 2, 1996, Mr. Shea
received an option to purchase 1,600 shares of Common Stock at an exercise price
of $4.00 per share. Options under the Directors' Plan have a ten-year term;
however, each option will terminate prior to the expiration date if the
optionee's service as a non-employee director, or, subsequently, as an employee,
of the Company terminates. The exercise price of each option under the
Directors' Plan must be equal to the fair market value of the stock subject to
the option on the date of grant. All options issued pursuant to the Directors'
Plan vest at a rate of 1/36 per month for 36 months following the date of the
grant of the option or, in the event the grant was delayed pending compliance by
the Company with certain securities law requirements, the date from which the
grant was delayed.
6.
<PAGE> 9
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The following table shows, for the fiscal years ended December 31,
1995, 1994 and 1993, compensation awarded or paid to, or earned by the Company's
Chief Executive Officer and other most highly compensated executive officer
(together, the "Named Executive Officers"). No other executive officers earned
more than $100,000 during the fiscal year ended December 31, 1995.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
AWARDS
OTHER RESTRICTED ALL OTHER
SALARY ANNUAL STOCK COMPENSA-
NAME AND PRINCIPAL BONUS COMPENSA- AWARDS OPTIONS/ TION
POSITION YEAR ($) ($) TION($) ($) SARs(#) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L. Miller(1) 1995 $216,667 -- -- -- -- --
Chief Executive Officer 1994 $214,998 -- $40,970(2) -- -- --
and President 1993 $62,000 -- $79,145(2) -- -- --
Michael E. Foster(3) 1995 $109,339 -- -- -- -- --
Executive Vice President
</TABLE>
- --------------------
(1) Mr. Miller served as the Company's President and Chief Executive
Officer during all of 1992, as President until January 1993 and as
Chief Executive Officer until October 1993. Additionally, Mr. Miller
has served as the Company's Chief Executive Officer since February
1994.
(2) Paid pursuant to an agreement under which Mr. Miller was paid at an
hourly rate of $290.00 for hours which exceeded the number of hours
represented by his monthly retainer payments. In March 1994, this
agreement was terminated and replaced with a regular salary.
(3) Mr. Foster served as the Company's Executive Vice President for New
Business Development from January 30, 1995 through August 31, 1995.
7.
<PAGE> 10
STOCK OPTION GRANTS AND EXERCISES
In fiscal year 1993 and fiscal year 1994, prior to the adoption of the
1994 Equity Incentive Plan (the "1994 Plan"), the Company granted options to its
executive officers under its 1989 Equity Incentive Plan (the "1989 Plan"). As of
February 26, 1996, options to purchase a total of 76,780 shares were outstanding
under the 1989 Plan, no shares had been purchased pursuant to the 1989 Plan and
no shares remained available for future issuance thereunder. Options granted
under the 1989 Plan include incentive stock options intended to qualify as
"incentive stock options" within the meaning of Section 422 of the Code and
nonstatutory stock options which are not intended to so qualify.
The 1994 Plan provides for the grant of (i) both incentive and
nonstatutory stock options and (ii) rights to purchase restricted stock,
together "Stock Awards," to the Company's directors, officers and employees.
Directors who are not salaried employees of or consultants to the Company or to
any affiliate of the Company are not eligible to participate in the 1994 Plan.
As of February 26, 1996, options to purchase a total of 35,348 shares were
outstanding under the 1994 Plan, no shares had been purchased pursuant to the
1994 Plan and 204,652 shares remained available for future issuance thereunder.
The 1994 Plan is administered by the Board of Directors of the Company.
The Board has the power to construe and interpret the 1994 Plan and, subject to
the provisions of the 1994 Plan, to determine the number of persons to whom and
the dates of which Stock Awards will be granted, the number of shares to be
subject to each Stock Award, the time or times during the term of each Stock
Award within which all or a portion of such Stock Award may be exercised, the
type or types of such Stock Awards to be granted, the exercise price of such
Stock Award when appropriate, and other terms of the Stock Award.
The maximum term of options under the 1994 Plan is typically ten years.
Option grants under the 1994 Plan typically vest over a five-year period at the
rate of 1/10 on the date six months after the date of grant and then 1/60
monthly. The exercise price of nonstatutory options may not be less than 85% of
the fair market value of the Common Stock subject to the option on the date of
grant; the exercise price of incentive options may not be less than 100% of the
fair market value.
8.
<PAGE> 11
The following tables show for the fiscal year ended December 31, 1995
certain information regarding options granted to, exercised by, and held at year
end by the Named Executive Officers:
OPTION GRANTS IN FISCAL YEAR 1995(1)
<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED YEAR ($/SHARE) DATE
<S> <C> <C> <C> <C>
Robert L. Miller -- -- -- --
Michael E. Foster 15,000(2) 31.29% $4.00 November 30, 1995(3)
</TABLE>
- -----------------------------
(1) No stock appreciation rights were granted in fiscal year 1995.
(2) 1,500 vested on August 31, 1995. The remainder was to vest in equal
installments over the fifty-four months beginning September 1995,
however vesting ceased upon Mr. Foster's termination of employment on
August 31, 1995.
(3) Pursuant to its terms, Mr. Foster's stock option expired on the date
three months from the termination of his employment with the Company.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995, AND OPTION VALUES AT END OF
FISCAL YEAR 1995
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(1)
<S> <C> <C> <C> <C>
Robert L. Miller -- -- 38,106/36,574 38,106/36,574
Michael E. Foster -- -- -- --
</TABLE>
- --------------------
(1) Represents the fair market value of the underlying shares on December
31, 1995 less the exercise price.
9.
<PAGE> 12
EMPLOYMENT AND CONSULTING AGREEMENTS AND CERTAIN TRANSACTIONS
As part of the Company's bankruptcy plan of reorganization, the Company
transferred to a Company creditor, AMFAC, Inc. and related entities (AMFAC), an
undivided seventy percent (70%) interest in two notes receivable (the "Notes")
from St. George Crystal, Ltd. The Company retained a thirty percent (30%)
undivided interest in the Notes. Mr. McGovern was appointed by the bankruptcy
court to act as receiver to oversee and collect the Notes. In December 1994, the
Company sold its thirty percent (30%) interest in the Notes to an assignee of
AMFAC, at which time all assets held by Mr. McGovern as receiver were
distributed. In January 1995, Mr. McGovern was paid $13,500 from the bankruptcy
estate for his services as receiver. In December 1995, Mr. McGovern resigned as
a director of the Company.
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented
for consideration at the Annual Meeting. If any other matters are properly
brought before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.
By Order of the Board of Directors
Kenneth L. Guernsey
Secretary
April 15, 1996
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 IS
AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST TO: C.J. RUSSELL, ASSISTANT
SECRETARY, IRONSTONE GROUP, INC., ONE BUSH STREET, SUITE 1100, SAN FRANCISCO, CA
94104.
10.
<PAGE> 13
IRONSTONE GROUP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 1996
The undersigned hereby appoints Robert L. Miller and Mark M. Glickman,
and each of them, as attorneys and proxies of the undersigned, with full power
of substitution, to vote all of the shares of stock of Ironstone Group, Inc.
which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders Ironstone Group, Inc. to be held at ONE BUSH STREET, SUITE 1100,
SAN FRANCISCO, CA 94104 on WEDNESDAY, MAY 8, 1996 at 10:00 A.M. local time, and
at any and all postponements, continuations and adjournments thereof, with all
powers that the undersigned would possess if personally present, upon and in
respect of the following matters and in accordance with the following
instructions, with discretionary authority as to any and all other matters that
may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS
PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.
PROPOSAL 1: To elect directors to serve for the ensuing year and until their
successors are elected.
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
(except as marked to the contrary vote for all nominees
below). listed below.
NOMINEES: Robert L. Miller and Edmund H. Shea, Jr.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), WRITE SUCH NOMINEE(S)' NAME(S)
BELOW:
________________________________________________________________________________
________________________________________________________________________________
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1.
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MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 2.
PROPOSAL 2: To ratify selection of Deloitte & Touche as independent
auditors of the Company for its fiscal year ending December
31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
DATED , 1996
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SIGNATURE(S)
Please sign exactly as your name
appears hereon. If the stock is
registered in the names of two or
more persons, each should sign.
Executors, administrators,
trustees, guardians and
attorneys-in-fact should add their
titles. If signer is a
corporation, please give full
corporate name and have a duly
authorized officer sign, stating
title. If signer is a partnership,
please sign in partnership name by
authorized person.
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
2.
