ANTENNA PRODUCTS, INC.
1209 Orange Street
Wilmington, Delaware 19801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 30, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Antenna Products, Inc. will be held at the National Depository Office
located at 405 W. Loop 820 South, Fort Worth, Texas on Friday, October
30, 1998 at 10:00 a.m. for the following purposes:
1) To elect four directors to serve for the ensuing year and
until their respective successors are elected;
2) To ratify the appointment of Jackson & Rhodes, P.C. as the
independent public auditors for FY99; and
3) To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The close of business on September 4, 1998 has been fixed as the
record date for the determination of the stockholders entitled to
notice of, and to vote at the meeting or any adjournment or
adjournments thereof.
A copy of the Antenna Products, Inc. Form 10-KSB for fiscal 1998
is being mailed to stockholders with this Proxy Statement.
By the Order of the Board of Directors
Gary W. Havener
President
___________
August 21, 1998
Whether or not you plan to attend the meeting, please mark, date and
sign the accompanying proxy and promptly return it in the enclosed
envelope. If you attend the meeting, you may vote your shares in
person, even though you have previously signed and returned your proxy.
ANTENNA PRODUCTS, INC.
1209 Orange Street
Wilmington, Delaware 19801
PROXY STATEMENT
Annual Meeting of Stockholders to be held October 30, 1998
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of Antenna Products, Inc. (the
"Company" or "Antenna Products, Inc.") of proxies to be voted at the
Annual Meeting of Stockholders of the Company to be held on October 30,
1998, 405 W. Loop 820 South, Fort Worth, Texas and at any adjournment
thereof. This proxy statement and the proxies solicited hereby are
first being sent or delivered to stockholders on or about September 10,
1998.
EXPENSES OF SOLICITATION
- ------------------------
The cost of soliciting proxies will be borne by the Company
including expenses in connection with the preparation and mailing of
this proxy statement and all papers which now accompany or may
hereafter supplement it. The solicitation will be made by mail. The
Company will also supply brokers or persons holding stock in their
names or in the names of their nominees with such number of proxies,
proxy material and annual reports as they may require for mailing to
beneficial owners, and will reimburse them for their reasonable
expenses.
VOTING
- ------
A stockholder may revoke a proxy at any time prior to its use.
If it is signed properly by the stockholder and is not revoked, it will
be voted at the meeting. If a stockholder specifies how the proxy is
to be voted with respect to any of the proposals for which a choice is
provided, the proxy will be voted in accordance with such
specifications. If a stockholder fails to so specify with respect to
such proposals, the proxy will be voted FOR management's nominees
listed below under Election of Directors and the ratification of the
appointment of Jackson & Rhodes, P.C.
Only stockholders of record at the close of business on September
4, 1998 will be entitled to vote at the meeting. The total number of
issued and outstanding shares of common stock of the Company, $0.01 par
value, ("Common Stock") as of September 4, 1998 is 1,862,928 shares,
each share having one vote. There are no other issued or authorized
classes of stock of the Company.
Only votes cast in person or by proxy will be counted at the
meeting. Abstentions, if any, will be reflected in the minutes of the
meeting.
ELECTION OF DIRECTORS
- ---------------------
Four (4) Directors are to be elected at the Annual Meeting, to
hold office until the next Annual Meeting of Stockholders and until
their successors are elected and have qualified. The Company bylaws
allow from one to twelve directors. It is the intention of the persons
named in the accompanying form of proxy to vote for the nominees
listed. All nominees have indicated their willingness to serve for the
ensuing term, but if any nominee is unable or should decline to serve
as a Director at the date of the Annual Meeting, it is the intention of
the persons named in the proxy to vote for such other person or persons
as they in their discretion shall determine. Proxies will not be
voted, however, for more than four nominees. The ages of the nominees,
their principal occupations or employment during the past five years,
and other data regarding them, based upon information received from
them are as follows:
Director
Name Age Principal Occupation Since
- ---- --- -------------------- ---------
Gary W. Havener 57 President and Chief Executive
Officer,Antenna Products, Inc.;
Sole Director and President,
Antenna Products Corp.,wholly
owned subsidiary of Antenna
Products, Inc; President, Sinan
Corp. January 1992
Sam B. Ligon 59 President, Jokari/US, Inc. January 1992
Clark D. Wraight 54 Vice President and Secretary
Treasurer, Antenna Products,
Inc.; Vice President and
General Manager, Antenna Products
Corp.; and President, Thirco, Inc. October 1996
William Poulin 51 President and CEO, Premier
Aviation June 1998
Mr. Havener has served as the Sole Director of Antenna Products
Corporation, the wholly owned subsidiary of the Company, since 1986.
Mr. Havener has served as the President of Antenna Products Corporation
since January 1996. Since December 1984 Mr. Havener has served as the
President of Sinan Corp., an investment company. Sinan Corp. is not a
parent, subsidiary or affiliate of the Company.
Mr. Sam B. Ligon has been President of Jokari/US, Inc. since
1974, the principal business of which is the design, distribution and
sale of housewares. Jokari/US, Inc. is not a parent, subsidiary or
affiliate of the Company.
Clark D. Wraight was appointed by the Board of Directors as Vice
President and Secretary Treasurer of Antenna Products, Inc. in January
1996. Mr. Wraight has been employed with Antenna Products since 1979
and has served as an officer of the Company since 1981. Mr. Wraight
currently serves as Vice President and General Manager of Antenna
Products and President of Thirco, Inc. a wholly owned subsidiary of the
Company.
William Poulin was recently appointed as President and CEO of
Premier Aviation in Grand Prairie, Texas. Prior to that he served as
President and General Manager of BFGoodrich Electrical Systems Division
a manufacturer of aerospace electronics and BFGoodrich Engineered
Polymer Products a manufacturer of advanced composite materials.
Premier Aviation is not a parent, subsidiary or affiliate of the
Company.
SECURITY OWNERSHIP
- ------------------
The following table set forth the beneficial ownership of the
Company's Common Stock as of September 4, 1998, (a) by each director,
(b) by the named executive officers, and (c) by all persons known to
the Company to be the beneficial owners of more that 5% of the
Company's Common Stock and (d) all directors and executive officers as
a group.
Name and Address Shares Owned Directly Percent of
of Beneficial Owners (3) and Indirectly Class (2)
- ------------------------ --------------------- ----------
Gary W. Havener
Sinan Corp. 791,336 42.48%
P.O. Box 121697
Ft. Worth, TX 76121
Asset Value Fund Limited
Partnership
P.O. Box 74 108,000 5.80%
Bedminister, NJ 07921
Clark D. Wraight
Antenna Products Corporation 145,710 7.82%
101 S.E. 25th Ave.
Mineral Wells, TX 76067
Ross L. Bell
Antenna Products Corporation 96,870 5.20%
101 S.E. 25th Ave.
Mineral Wells, TX 76067
All directors and officers 937,046 50.30%
of Antenna Products, Inc.
As a group (Two Persons)
_____
(1) Sinan Corp., wholly owned by Mr. Havener and his children,
owns of record 397,390 of these shares representing 21.33%
of the total outstanding shares. Mr. Havener as President
of Sinan Corp., has sole voting and investment power with
respect to all shares of common stock shown as beneficially
owned by Sinan Corp.
(2) Based on total outstanding shares of 1,862,928 as of
September 4, 1998.
(3) The persons named herein have sole voting and investment
power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to community property
laws where applicable and subject to the Texas laws for
personal holding companies, as applicable.
EXECUTIVE COMPENSATION
- ----------------------
The following table sets forth certain information regarding
compensation paid during each of the last three fiscal years to the
Chief Executive Officer of the Company.
SUMMARY COMPENSATION TABLE
- --------------------------
Name and Principal Position Annual Compensation
- --------------------------- -------------------
Fiscal Year Other Annual
Ended May 31 Salary ($) Bonus ($) Compensation ($)
------------ ---------- --------- ----------------
G.W. Havener 1998 $0 $0 $1,500(1)
Chairman, President and CEO $98,000(2)
1997 $0 $0 $1,000(1)
$98,000(2)
1996 $0 $0 $1,000(1)
$98,000(3)
______
(1) Antenna Products, Inc. Director's Fee
(2) 1997 Antenna Products Corp. Director's Fee - $57,167 paid
and $40,833 accrued.
(3) 1996 accrued Director's Fee, Paid in FY97.
BOARD MEETINGS AND COMMITTEES
- -----------------------------
The Board of Directors of the Company held three meetings in the
fiscal year ended May 31, 1998. Gary Havener, Sam Ligon, Clark
Wraight, and Robert Taylor, Jr. were in attendance at each meeting.
The Board of Directors has an audit committee, majority of which
are independent Directors.
COMPENSATION OF DIRECTORS
- -------------------------
Compensation for Antenna Products, Inc. Board members is set at
$500 for each board meeting attended. A total of $1,500 was paid to
Gary Havener, Sam Ligon, Clark Wraight, and Robert Taylor, Jr. in the
fiscal year ended May 31, 1998.
CERTAIN TRANSACTIONS
- --------------------
None.
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 officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to
file reports of ownership on Form 3 and changes in ownership on Form 4
or Form 5 with the Securities and Exchange Commission (the "SEC").
Such officers, directors and ten-percent shareholders are also required
by SEC rules to furnish the Company with copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received
by it, or written representations from certain reporting persons, the
Company believes that, during the fiscal year ended May 31, 1998, all
Section 16(a) filing requirements applicable to its officers, directors
and ten-percent shareholders have been filed.
APPOINTMENT OF INDEPENDENT AUDITORS
- -----------------------------------
On December 11, 1992, the Board of Directors of Antenna Products,
Inc. (the "Company") adopted a resolution appointing Jackson & Rhodes,
P.C., 8140 Walnut Hill Lane, Suite 800 Dallas, Texas 75231 as the
Company's principal accounting firm to audit the Company's financial
statements.
Subject to ratification by the stockholders, the Board of
Directors appointed Jackson & Rhodes, P.C., independent auditors, to
serve for the fiscal year ending May 31, 1999.
Jackson & Rhodes, P.C. has informed management that it will send
a representative to the Annual Meeting and that such representative may
make a statement to the meeting if he so desires and will be available
to answer any questions that might arise in connection with the audit
of the Company and its subsidiaries.
DEADLINE FOR STOCKHOLDER PROPOSALS
- ----------------------------------
Proposals of stockholders intended to be presented at the Annual
Meeting in October 1999 must be received by the Company not later than
May 9, 1999, for inclusion in its Proxy Statement and form of proxy
relating to that meeting.
OTHER MATTERS
- -------------
The Board of Directors knows of no business other than that set
forth in items 1 and 2 of the Notice of Annual Meeting of Stockholders
that is expected to be brought before the meeting. However, if any
other matters, not now known or determined, come before the meeting,
the persons named in the proxy furnished herewith will vote according
to their best judgment in the interest of the Company.
Insofar as any of the information in the Proxy Statement may rest
particularly within the knowledge of persons other than the Company,
the Company relies upon information furnished by others for the
accuracy and completeness thereof.
By Order of the Board of Directors
Gary W. Havener
President
August 21, 1998
Whether or not you plan to attend the meeting, please mark, date and
sign the enclosed proxy exactly as your name appears thereon and mail
it promptly in the enclosed envelope to:
Harris Trust Company of New York
Wall Street Station
P.O. Box 1010
New York, NY 10269-0523
