ANTENNA PRODUCTS, INC.
1209 Orange Street
Wilmington, Delaware 19801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 12, 1999
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 Tuesday, October 12, 1999 at 9:00 a.m.
for the following purposes:
1) To elect five directors to serve for the ensuing year
and until their respective successors are elected;
2) To ratify the appointment of Weaver and Tidwell L.L.P.
as the independent public auditors for FY00; 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 August 17, 1999 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 1999 is being mailed to stockholders with this Proxy
Statement.
By the Order of the Board of Directors
Gary W. Havener
President
___________
August 16,1999
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 12, 1999
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 12, 1999, 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
August 31, 1999.
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 Weaver
and Tidwell L.L.P.
Only stockholders of record at the close of business on
August 17, 1999 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 August 17, 1999 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
Five (5) 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 five 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 58 President and Chief
Executive Officer,
Antenna Products, Inc.; Sole
Director Secretary, and
Treasurer, Antenna Products
Corp., wholly owned subsidiary
of Antenna Products, Inc;
President, Sinan Corp. January 1992
Sam B. Ligon 60 President, Jokari/US, Inc. January 1992
Clark D. Wraight 55 Vice President and
Secretary, Treasurer,
Antenna Products, Inc.;
President and General Manager,
Antenna Products Corp.;
and President, Thirco, Inc. October 1996
William Poulin 52 Past President and CEO,
Premier Aviation June 1998
R. Allen Wahl 71 Independent Business
Consultant and Past
President & COO of Valmont
Industries
Mr. Havener has served as the Sole Director of Antenna
Products Corporation, the wholly owned subsidiary of the
Company, since 1986. Mr. Havener served as the President of
Antenna Products Corporation from January 1996 until April
1999. 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 served as Vice President and Secretary
Treasurer of Antenna Products Corporation from 1996 until
April 1999 when he was appointed President. 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 President and General Manager of Antenna
Products and President of Thirco, Inc. a wholly owned
subsidiary of the Company.
William Poulin served as President and CEO of Premier
Aviation from 1998 to 1999. Premier Aviation is a
helicopter completion and repair facility located in Grand
Prairie, Texas. From 1990 to 1998 Mr. Poulin 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.
Mr. Wahl is the past President and COO of Valmont
Industries. Mr. Wahl currently serves as an independent
business consultant.
SECURITY OWNERSHIP
The following table set forth the beneficial ownership
of the Company's Common Stock as of August 17, 1999, (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. 832,136 44.66%
P.O. Box 121697
Ft. Worth, TX 76121
Clark D. Wraight
Antenna Products Corporation 150,710 8.08%
101 S.E. 25th Ave.
Mineral Wells, TX 76067
All directors and officers 982,846 52.75%
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
August 17, 1999.
(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 1999 $0 $0 $1,500(1)
Chairman, President $98,000(2)
and CEO
1998 $0 $0 $1,500(1)
$98,000(2)
1997 $0 $0 $1,000(1)
$98,000(2)
______
(1) Antenna Products, Inc. Director's Fee
(2) 1997 Antenna Products Corp. Director's Fee - $57,167
paid and $40,833 accrued.
1998 Antenna Products Corp. Director's Fee -
$57,167 paid and $40,833 accrued.
1999 Antenna Products Corp. Director's Fee -
$57,167 paid and $40,833 accrued.
Accrued amounts are paid in the following year.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held three
meetings in the fiscal year ended May 31, 1999. Gary
Havener, Sam Ligon, Clark Wraight, and William Poulin 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 William Poulin in the fiscal year ended May 31, 1999.
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, 1999, all Section 16(a) filing
requirements applicable to its officers, directors and ten-
percent shareholders have been filed.
APPOINTMENT OF INDEPENDENT AUDITORS
On April 22, 1999, the Board of Directors of Antenna
Products, Inc. (the "Company") adopted a resolution
appointing Weaver and Tidwell, L.L.P., 307 West Seventh
Street, Suite 1500 Fort Worth, Texas 76102 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 Weaver and Tidwell, L.L.P.,
independent auditors, to serve for the fiscal year ending
May 31, 2000.
Weaver and Tidwell, L.L.P. 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 2000 must be received by the
Company not later than May 9, 2000, 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 16, 1999
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 and Savings Bank
311 W. Monroe, 11th Floor
Chicago, IL 60606
