SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NORTHWEST TELEPRODUCTIONS, INC.
(Name of Registrant as Specified in Its Charter)
NORTHWEST TELEPRODUCTIONS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 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 transactions 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:
[ ] 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:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
NORTHWEST TELEPRODUCTIONS, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JULY 27, 1995
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TO THE SHAREHOLDERS OF NORTHWEST TELEPRODUCTIONS, INC.:
The 1995 Annual Meeting of Shareholders of Northwest Teleproductions, Inc.
will be held at the offices of the Company, 4455 WEST 77TH STREET, Minneapolis,
Minnesota, on Thursday, July 27, 1995, at 9:00 A.M., Minnesota time, for the
following purposes:
1. To set the number of members of the Board of Directors at five (5).
2. To elect directors of the Company for the ensuing year.
3. To consider and act upon a proposal to approve the appointment of
Deloitte & Touche LLP as independent auditors of the Company for the
current fiscal year ending March 31, 1996.
4. To take action upon any other business that may properly come before
the Meeting or any adjournment thereof.
Only shareholders of record shown on the books of the Company at the close
of business on Tuesday, June 20, 1995, will be entitled to vote at the Meeting
or any adjournment thereof. Each shareholder is entitled to one vote per share
on all matters to be voted on at the Meeting.
You are cordially invited to attend the Meeting. Whether or not you plan to
attend the Meeting, please sign, date and return your Proxy in the return
envelope provided as soon as possible. Your cooperation in promptly signing and
returning your Proxy will help avoid further solicitation expense to the
Company.
This Notice, the Proxy Statement and the enclosed Proxy are sent to you by
order of the Board of Directors.
JAMES N. STEFFEN,
Secretary
Dated: June 26, 1995
Minneapolis, Minnesota
NORTHWEST TELEPRODUCTIONS, INC.
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 27, 1995
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INTRODUCTION
Your Proxy is solicited by the Board of Directors of Northwest
Teleproductions, Inc. (the "Company") for use at the Annual Meeting of
Shareholders to be held on July 27, 1995, and at any adjournment thereof, for
the purposes set forth in the attached Notice of Annual Meeting.
The cost of soliciting Proxies, including preparing, assembling and mailing
the Proxies and soliciting material, will be borne by the Company. Directors,
officers and regular employees of the Company may, without compensation other
than their regular compensation, solicit Proxies personally or by telephone.
Any shareholder giving a Proxy may revoke it at any time prior to its use
at the Meeting by giving written notice of such revocation to the Secretary or
other officer of the Company or by filing a new written Proxy with an officer of
the Company. Personal attendance at the Meeting is not, by itself, sufficient to
revoke a Proxy unless written notice of the revocation or a subsequent Proxy is
delivered to an officer before the revoked or superseded Proxy is used at the
Meeting.
Proxies not revoked will be voted in accordance with the choice specified
by shareholders by means of the ballot provided on the Proxy for that purpose.
Proxies which are signed but which lack any such specification will, subject to
the following, be voted in favor of the proposals set forth in the Notice of
Meeting and in favor of the number and slate of directors proposed by the Board
of Directors and listed herein. If a shareholder abstains from voting as to any
matter, then the shares held by such shareholder shall be deemed present at the
Meeting for purposes of determining a quorum and for purposes of calculating the
vote with respect to such matter, but shall not be deemed to have been voted in
favor of such matter. Abstentions, therefore, as to any proposal will have the
same effect as votes against such proposal. If a broker returns a "non-vote"
proxy, indicating a lack of voting instruction by the beneficial holder of the
shares and a lack of discretionary authority on the part of the broker to vote
on a particular matter, then the shares covered by such non-vote shall be deemed
present at the Meeting for purposes of determining a quorum but shall not be
deemed to be represented at the Meeting for purposes of calculating the vote
required for approval of such matter.
The mailing address of the Company's principal executive office is 4455
West 77th Street, Minneapolis, Minnesota 55435. The Company expects that this
Proxy Statement and the related Proxy and Notice of Annual Meeting will first be
mailed to shareholders on or about June 26, 1995.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed June 20, 1995 as the record
date for determining shareholders entitled to vote at the Annual Meeting.
Persons who were not shareholders on such date will not be allowed to vote at
the Annual Meeting. At the close of business on June 20, 1995, 1,356,425 shares
of the Company's Common Stock, par value $.01 per share, were issued and
outstanding. Such $.01 par value Common Stock is the only outstanding class of
stock of the Company. Each share of Common Stock is entitled to one vote.
Holders of the Common Stock are not entitled to cumulative voting rights in the
election of directors. The presence at the Annual Meeting in person or by proxy
of the holders of a majority of the outstanding shares of the Company's Common
Stock constitutes a quorum for the transaction of business.
PRINCIPAL SHAREHOLDERS
The following table provides information concerning the only persons known
to the Company to be the beneficial owners of more than five percent (5%) of the
Company's outstanding Common Stock as of June 20, 1995:
AMOUNT AND
NAME AND ADDRESS NATURE OF SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED (1) OF CLASS
James H. Binger 184,609 13.6%
80 South Eighth St.
Minneapolis, Minnesota
- - ---------------------------
(1) Unless otherwise indicated, the person listed as the beneficial owner of
the shares has sole voting and sole investment power over the shares. The
share amounts are based upon information set forth in the shareholder's
latest filing with the Company or the Securities and Exchange Commission,
as updated by any subsequent information voluntarily provided to the
Company by the shareholder.
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned as of June 20, 1995, by each executive officer of the
Company named in the Summary Compensation Table, by each of the Company's
current directors and by all of such directors and executive officers (including
the named individuals) as a group.
NAME OF DIRECTOR OR OFFICER NUMBER OF SHARES PERCENT
OR IDENTITY OF GROUP BENEFICIALLY OWNED (1) OF CLASS
James S. Fish 10,000 *
John A. Goodacre 4,000 *
John G. Lindell 34,937(2) 2.6%
Jane K. Mauer 1,000(3) *
Robert C. Mitchell 67,753(4) 5.0%
Gerald W. Simonson 21,160 1.6%
James N. Steffen 16,783 1.2%
Directors and Executive Officers 159,383 11.8%
as a group (8 persons)
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*Less than 1%
(1) Unless otherwise indicated, the person listed as the beneficial owner of
the shares has sole voting and sole investment power over the shares.
(2) Mr. Lindell has sole voting and sole investment power over 24,012 shares
owned directly by him and shares voting and investment power with his wife
over 10,925 shares.
(3) Ms. Mauer is employed as an investment manager of a company owned by James
H. Binger, as described below. Mr. Binger owns 13.6% of the Company's
Common Stock, as set forth in the Principal Shareholders table. Ms. Mauer
disclaims any beneficial ownership of such shares.
(4) Mr. Mitchell's total includes 35,307 shares owned by Mr. Mitchell's wife.
Mr. Mitchell may be deemed to share voting and investment power over such
shares with his wife.
ELECTION OF DIRECTORS
(PROPOSALS #1 AND #2)
GENERAL INFORMATION
The Bylaws of the Company provide that the number of directors shall not be
less than the minimum required by law and that in accordance with such
requirement the number of directors to be elected for the ensuing year shall be
determined by the shareholders at each annual meeting. The Board of Directors
recommends that the number of directors be set at five. Under applicable
Minnesota law, approval of the proposal to set the number of directors at five,
as well as the election of each nominee, requires the affirmative vote of the
holders of the greater of (1) a majority of the voting power of the shares
represented in person or by proxy at the Annual Meeting with authority to vote
on such matter or (2) a majority of the voting power of the minimum number of
shares that would constitute a quorum for the transaction of business at the
Annual Meeting.
In the election of directors, each Proxy will be voted for each of the
nominees listed below unless the Proxy withholds a vote for one or more of the
nominees. Each person elected as a director shall serve for a term of one year
and until his successor is duly elected and qualified. All of the nominees are
members of the present Board of Directors. John A. Goodacre, a current member of
the Board, has notified the Company that he does not wish to stand for
re-election. If any of the nominees should be unable to serve as a director by
reason of death, incapacity or other unexpected occurrence, the Proxies
solicited by the Board of Directors shall be voted by the proxy representatives
for such substitute nominee as is selected by the Board, or, in the absence of
such selection, for such fewer number of directors as results from such death,
incapacity or other unexpected occurrence.
The following table provides certain information with respect to the
nominees for director.
<TABLE>
<CAPTION>
CURRENT
POSITION(S) DIRECTOR
NAME OF NOMINEE AGE WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS SINCE
<S> <C> <C> <C> <C>
James S. Fish 79 Director Sole owner of Ad-Ventures in Wayzata (a private 1979
marketing communications consulting firm) from
June, 1979 to present; Dean Emeritus of Graduate
Programs in Business Communications at the
University of St. Thomas in St. Paul, Minnesota
from December, 1983 to June, 1987.
John G. Lindell 62 Director Retired; President (from January, 1981 to December, 1970
1985) and Chief Operating Officer (from November,
1979 to December, 1985) of RayGo, Inc. (a heavy
equipment manufacturer).
Jane K. Mauer 44 Director President of Tartan Investment Company, a family 1992
investment and asset management company owned by
the James H. Binger family, since May, 1993;
Executive Vice President of Whitney Management
Company, a family investment and asset management
company, from April 1982 to May, 1993.
Robert C. 61 President and President of the Company since 1976. 1976
Mitchell Director
Gerald W. 64 Director Venture capital investor since June, 1978; 1976
Simonson President and Chief Executive Officer of Unisource
Corporation (general partner of real estate limited
partnerships and manufacturer of computer
accessories) since January, 1980; Chief Executive
Officer of Omnetics Connector Corporation
(manufacturer of microminiature connectors) since
March, 1991. Also currently a director of the
following companies required to report under the
Securities Exchange Act of 1934: Medtronic, Inc. and
Winthrop Resources Corporation.
</TABLE>
COMMITTEE AND BOARD MEETINGS
The Company's Board of Directors has an Audit Committee which reviews with
the Company's independent auditors the annual financial statements and the
results of the annual audit. The Audit Committee also is used to review
potential conflict of interest situations involving related party transactions.
The Audit Committee's members are Ms. Mauer, Mr. Lindell and Mr. Simonson. The
Audit Committee met twice during fiscal 1995.
The Board also has a Compensation Committee consisting of all Board members
except Mr. Mitchell. The Committee reviews and recommends the compensation to be
paid to the Company's officers. During fiscal 1995, the Compensation Committee
met once. The Board does not have a nominating committee.
The Company's Board of Directors held eight meetings during fiscal 1995.
Each director attended seventy-five percent or more of the total number of
meetings of the Board and of Committee(s) of which he or she was a member.
DIRECTORS FEES
Each director who is not an employee of the Company receives $200 for each
Board of Directors or Committee meeting attended by him or her, with an annual
maximum of $2,000, and annual fees of $4,000 payable at a rate of $1,000 for
each fiscal quarter during which he or she serves as a director.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's
President (who serves as chief executive officer) and to each other executive
officer whose total salary and bonus for fiscal 1995 exceeded $100,000:
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------------------------------------
AWARDS PAYOUTS
ANNUAL ------------------- --------
COMPENSATION RESTRICTED ALL OTHER
--------------------------------- STOCK LTIP COMPEN-
NAME AND PRINCIPAL FISCAL SALARY(1) AWARDS OPTIONS PAYOUTS SATION
POSITION YEAR ($) BONUS($) OTHER ($) /SARS (#) ($) ($)(2)
- - ------------------ ---- -------- -------- --------- ------ --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert C. Mitchell, 1995 $172,000 -0- -0- None None None $3,267
President 1994 134,000 $21,517 $30,000(3) None None None 3,150
1993 126,000 -0- 30,000(3) None None None 3,392
James N. Steffen, 1995 110,000 -0- -0- None None None 2,729
Vice President 1994 107,000 10,759 -0- None None None 2,670
1993 102,000 -0- -0- None None None 2,550
</TABLE>
- - ---------------------------
(1) Amounts under "Salary" also include the executive's salary deferral
contributions to the Company's 401(k) profit sharing plan.
(2) Amounts reflect Company contributions to the Company's 401(k) profit
sharing plan.
(3) Amount represents directors fees for serving as sole director of the
Company's subsidiaries.
STOCK OPTIONS
No stock options were granted to or exercised by the Company's executive
officers during the 1995 fiscal year or were held by the executive officers at
the end of fiscal 1995.
EMPLOYMENT CONTRACTS
The Company executed an employment agreement with Robert Mitchell, its
President, dated May 4, 1983, which contains several provisions relating to
termination of Mr. Mitchell, including a provision allowing the Board of
Directors to terminate Mr. Mitchell without cause on any anniversary date of the
Agreement. The Agreement has a three-year term which may be extended by the
Board of Directors for successive one-year terms. The Board has extended the
Agreement's term to May 3, 1998. The Agreement provides for payment to Mr.
Mitchell of an annual base salary (presently $172,000, plus such increases in
base salary as the Board of Directors may determine on extension of the
Agreement) and bonuses. In the event that the Board of Directors terminates Mr.
Mitchell on an anniversary date of the Agreement without cause, and assuming
compliance by Mr. Mitchell with certain non-compete provisions, the Company has
agreed to pay Mr. Mitchell his fixed salary in effect on the date of his
termination from the date of such termination until the expiration of the
extended term of the Agreement.
APPROVAL OF SELECTION OF AUDITORS
(PROPOSAL #3)
The Board of Directors of the Company, upon recommendation of its Audit
Committee, has selected Deloitte & Touche LLP as independent auditors of the
Company for the current fiscal year ending March 31, 1996. Deloitte & Touche LLP
has acted as independent auditors for the Company since 1976. The Board of
Directors desires that the selection of such auditors for the current 1996
fiscal year be submitted to the shareholders for approval. If the selection is
not approved, the Board of Directors will reconsider its decision.
A representative of Deloitte & Touche LLP is expected to be present at the
1995 Annual Meeting and will be given an opportunity to make a statement if so
desired. Such representative is also expected to be available to respond to
appropriate questions at the Meeting.
OTHER BUSINESS
The Board of Directors knows of no other matters to be presented at the
1995 Annual Meeting. If any other matter does properly come before the Meeting,
the appointees named in the Proxies will vote the Proxies in accordance with
their best judgment.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 1996 annual meeting must be received by the
Company by February 28, 1996 to be includable in the Company's proxy statement
and related proxy for the 1996 annual meeting.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended March 31, 1995, including financial statements, accompanies this Notice of
Annual Meeting and Proxy Statement. No part of such Report is incorporated
herein or is to be considered proxy soliciting material.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-KSB FOR THE FISCAL YEAR ENDED MARCH 31, 1995 TO ANY SHAREHOLDER OF THE
COMPANY UPON WRITTEN REQUEST. REQUESTS SHOULD BE SENT TO CORPORATE SECRETARY,
NORTHWEST TELEPRODUCTIONS, INC., 4455 WEST 77TH STREET, MINNEAPOLIS, MINNESOTA
55435.
Dated: June 26, 1995
Minneapolis, Minnesota
NORTHWEST TELEPRODUCTIONS, INC.
PROXY
FOR 1995 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JULY 27, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ROBERT C. MITCHELL and JAMES N. STEFFEN and
each of them, with full power of substitution, his or her Proxies to represent
and vote, AS DESIGNATED BELOW, all shares of Northwest Teleproductions, Inc.
registered in the name of the undersigned, at the Company's 1995 Annual Meeting
of Shareholders and at any adjournments thereof, and the undersigned hereby
revokes all proxies previously given with respect to the Meeting.
1. Set the NUMBER OF DIRECTORS at five. . .
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS. Nominees: James Fish, John Lindell, Jane Mauer,
Robert Mitchell, Gerald Simonson
[ ] FOR ALL nominees listed [ ] WITHHOLD AUTHORITY to
above (except those whose vote for ALL nominees
names have been written on listed above.
the line below).
(To WITHHOLD authority to vote for any individual nominee write that nominee's
name on the line below.)
- - --------------------------------------------------------------------------------
(continued and to be signed and dated on the reverse side)
(continued from other side)
3. Approve the appointment of Deloitte & Touche LLP as INDEPENDENT AUDITORS
for the current fiscal year. . .
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. OTHER MATTERS. In their discretion, the appointed Proxies are. . .
[ ] AUTHORIZED [ ] NOT AUTHORIZED . . .
to vote upon such other business as may properly come before the Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE
VOTED AS DIRECTED OR, IF NO DIRECTION IS
GIVEN FOR A PARTICULAR PROPOSAL, WILL BE
VOTED FOR SUCH PROPOSAL AND, IN THE CASE OF
PROPOSAL #4, WILL BE DEEMED TO GRANT
AUTHORITY UNDER PROPOSAL #4.
Dated: ________________________________, 1995
_____________________________________________
_____________________________________________
(PLEASE DATE AND SIGN name(s) exactly as
shown on your stock certificate. Executors,
administrators, trustees, guardians, etc.,
should indicate capacity when signing. FOR
STOCK HELD IN JOINT TENANCY, EACH JOINT OWNER
SHOULD SIGN.)
