<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
FIREPLACE MANUFACTURERS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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:
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<PAGE>
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
To Be Held October 10, 1995
TO OUR SHAREHOLDERS:
The annual Meeting of Shareholders of Fireplace Manufacturers,
Inc., will be held at Fireplace Manufacturers, Inc., 2701 S. Harbor
Boulevard, Santa Ana, California 92704 on October 10, 1995 at 10:00
a.m., local time, for the following purposes:
(1) To elect members to the Board of Directors of the company for
the ensuing year to serve until the next annual Meeting of
Shareholders and until their respective successors shall be elected
and shall qualify. The Board of Directors' nominees for directors are:
Willard V. Harris, Jr. John D. Hornsby Willard P. Harris
(2) To transact such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on
September 7, 1995, as the record date for the determination of the
shareholders authorized to receive notice and to vote at the Meeting.
You are cordially invited to attend this Meeting, as the Board
believes that the Shareholders of the Company should be represented as
fully as possible at the Annual Meeting.
Whether or not you plan to be present, kindly fill in and sign
the enclosed Proxy as your name appears on the envelope containing
this Notice of Annual Meeting and mail it promptly so your Proxy can
be recorded. If you should attend the Meeting in person, your Proxy
will be returned to you upon request. A Proxy Statement is furnished
herewith.
By Order of the Board of Directors
John D. Hornsby
Secretary
Santa Ana, California
WHETHER OR NOT YOU EXPECT TO ATTEND THIS MEETING, PLEASE SIGN THE
PROXY AND RETURN IT IN THE ENCLOSED STAMPED ENVELOPE. IF YOU ATTEND
THE MEETING, YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.
2701 S. Harbor Blvd., Santa Ana, CA 92704 - (714) 549-7782
<PAGE>
PROXY STATEMENT OF FIREPLACE MANUFACTURERS, INC.
This Proxy Statement is furnished in connection with a solicitation of
proxies on behalf of the Board of Directors of Fireplace Manufacturers, Inc.,
(herein called the "Company"), to be voted at the Annual Meeting of Shareholders
of the Company to be held on October 10, 1995 at 10:00 a.m., local time at
Fireplace Manufacturers, Inc., 2701 S. Harbor Boulevard, Santa Ana, California
92704, and at any adjournment thereof for the purposes set forth in the
accompanying Notice of Annual Meeting.
The Company's executive offices are located at 2701 South Harbor Boulevard,
Santa Ana, California 92704, telephone (714) 549-7782. The approximate date on
which this Proxy Statement and the form of Proxy are first being sent to
shareholders is September 12, 1995.
The Company's Annual Report to Shareholders for it's fiscal year ended
March 31, 1995 including financial statements, is enclosed herewith. The Annual
Report does not form any part of the Proxy soliciting material.
The total number of shares of Common Stock outstanding as of September 7,
1995, was 3,552,500 shares. Each share of Common Stock is entitled to one vote
as to all proposals before the Annual Meeting. If, prior to the election of
directors, any shareholder has given notice that he intends to cumulate his
votes, then, for the election of directors, each shareholder may cumulate his
votes for any nominee if the nominee's name was placed in nomination prior to
the voting. Under cumulative voting, each shareholder is entitled in the
election of directors to one vote for each voting share held by him multiplied
by the number of directors to be elected, and he may cast all such votes for a
single nominee for director or may distribute them among any two or more
nominees as he sees fit. Only shareholders of record at the close of business on
September 7, 1995, will be entitled to vote at the Meeting. In any election of
directors, the three nominees receiving the highest number of affirmative votes
are elected.
As of September 7, 1995, to the best of the Company's knowledge, except as
set forth under the election of directors, only one individual, Benjamin Harris,
owned beneficially 5% or more of the Company's outstanding Common Stock.
Benjamin Harris owns 250,000 shares or 7% of the Company's outstanding Common
Stock. The total shares owned beneficially by all officers and directors as a
group plus the shares owned by Benjamin Harris total 1,368,003 or 38.5% of the
outstanding Common Stock.
ELECTION OF DIRECTORS
The Board of Directors of the company has nominated and recommends for
election as directors the following three persons to serve until the next Annual
Meeting of Shareholders and until their respective successors have been duly
elected and shall qualify. The enclosed Proxy will be voted in favor of the
persons nominated unless otherwise indicated. If any of the nominees should be
unable to serve or should decline to do so, the discretionary authority provided
in the Proxy will be exercised by the Board of Directors to vote for a
substitute or substitutes to be designated by management. The Board of Directors
has no reason to believe that any substitute nominee or nominees will be
required.
If voting for directors is conducted by cumulative voting, the persons
named on the enclosed form of Proxy will have discretionary authority to
cumulate votes among the nominees, with respect to which authority was not
withheld or, if the form of Proxy either was not marked or was marked for all
nominees, among all nominees. In any case, the Proxies may be voted for less
than the entire number of nominees if any situation arises which, in the opinion
of the proxyholders, makes such action necessary or desirable.
<PAGE>
The table below indicates the position held, age, year of becoming a
director and stock ownership as of September 7, 1995 of each.
<TABLE>
<CAPTION>
Year
First Common Stock Percent
Became Beneficially of
Name Position Held Age Director Owned Class
<S> <C> <C> <C> <C> <C>
Willard V. Harris Jr. Chairman of the Board 61 1978 353,530 10.0%
of Directors, Fireplace
Manufacturers, Inc.
Willard P. Harris President, Chief 39 1983 351,725 9.9%
Executive Officer and
Director, Fireplace
Manufacturers, Inc.
John D. Hornsby Secretary, Chief 41 1983 412,748 11.6%
Operating Officer
</TABLE>
Willard V. Harris, Jr., has been Chairman of the Board of Directors since March
1978. He was also President and Chief Executive Officer of the Company between
March 1978 and February 1983. Mr. Harris is a trustee of the University of
LaVerne and Whittier College.
Willard P. Harris has been President, Chief Executive Officer, and Director of
the Company since February 1983. From June 1980 to February 1983, he held
positions from Regional Sales Manager to General Sales Manager of the Company.
For over three years prior thereto, he held several positions with Rampart
General, Inc., including salesperson. Willard P. Harris is the son of Willard V.
Harris, Jr.
John D. Hornsby was named Chief Operating Officer in April 1987, and has been
Secretary-Director of the Company since February 1983. He joined the Company in
May 1978 as a manager trainee and became Operations Manager in 1979.
<PAGE>
REMUNERATION - DIRECTORS AND OFFICERS
The following table sets forth information concerning the compensation of
the Chief Executive Officer of the Company and the two other most highly
compensated executive officers of the Company as of March 31, 1995 whose total
salary and bonus for the year ended March 31, 1995 exceeded $100,000 for
services in all capacities to the Company and its subsidiaries during such
fiscal year.
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
<CAPTION>
Other Annual
Name and Principal Fiscal Compensation
Position Year Salary Bonus ($) (1)
<S> <C> <C> <C> <C>
Willard V. Harris, Jr. 1995 $108,018 $25,000 -0-
Chairman of the Board 1994 108,018 -0- -0-
1993 106,841 -0- -0-
Willard P. Harris 1995 176,220 108,000 $36,686
President, Chief Executive 1994 132,363 12,000 38,343
Officer, Director 1993 104,553 6,000 38,000
John D. Hornsby 1995 113,257 93,000 -0-
Chief Operating Officer 1994 88,790 68,150 -0-
1993 65,608 35,000 -0-
</TABLE>
(1) The Company repaid a loan for the President as defined in "Certain
Relationships and Related Transactions."
The Company does not have any contingent forms of compensation except for its
1983 Stock Option Plan. The Company had adopted its 1983 Stock Option Plan (the
"Plan") by action of the Board of Directors in December 1983, which expired
December 1993.
There are currently no stock options outstanding under the plan. All stock
options outstanding at March 31, 1993 expired during the year ended March 31,
1994.
Board Compensation Committee Report On Executive Compensation Salaries are based
on merit and industry standards for each position in a comparable sized company.
Bonuses are awarded as a percent of net income before tax.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended March 31, 1994, the Company ceased selling to Rampart
General Inc. (Rampart) a company partially owned by a stock holder of the
Company, Willard V. Harris, Jr. For the years ended March 31, 1994 and 1993,
sales aggregated $6,985 and $78,312 respectively. The unpaid balance due the
Company at March 31, 1995 of $645,102 was determined to be uncollectable and was
written off against an equal amount of bad debt reserve, this transaction had no
effect on pre tax net income in 1995. The unpaid balance due the Company at
March 31, 1994 and 1993 was substantially reserved for with net balances of
$406, and $6,496 respectively.
On March 31, 1995, advances to Officers and Stockholders totaling $204,236
were outstanding. Principal payments on these advances are due in semi annual
installments over the next three years. In the event that the amounts are not
repaid, the principle and interest due will be charged to these individuals as
compensation expense over the repayment period. Compensation expense of $36,686
and $18,965 was charged to 1995 and 1994 operating results respectively. The
amount outstanding at March 31, 1994 was $225,851. These notes carry interest
rates of 8% and 10%.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
McGladrey & Pullen, LLP was appointed as independent public accountants for
the Company on December 15, 1994. McGladrey & Pullen, LLP will not attend the
Annual Meeting of Shareholders.
For the two fiscal years ended March 31, 1994 and 1993, Ernst and Young,
LLP were the Company's independent public accountants. Ernst and Young, LLP were
dismissed as the Company's auditors by approval of the Audit Committee of the
Board of Directors on December 14, 1994. The reports of Ernst & Young, LLP on
the financial statements did not contain an adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to an uncertainty, audit scope
or accounting principles by Ernst & Young, LLP. During the two fiscal years
ended March 31, 1994 and 1993, and in the interim periods subsequent to March
31, 1994, there were not any disagreements with Ernst & Young, LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope and procedures.
SOLICITATIONS OF PROXIES
This solicitation is being made by and and on behalf of the Board of
Directors of the Company. A Proxy may be revoked by written notice to the
Secretary of the Company at any time prior to the voting of the Proxy, or by
executing a later Proxy or by attending the Meeting and voting in person.
Unrevoked Proxies will be voted in accordance with the instructions therein
indicated, or if there are no such instructions, such Proxies will be voted for
the election of the Board of Directors' nominees for directors and in the
discretion of the proxyholder for any other matter to come before the Meeting.
The cost of preparing, assembling and mailing the Notice, Proxy Statement
and Proxy will be borne by the Company. In addition to mailing copies of this
material to all shareholders, the Company will request banks and brokers to
forward copies of such materials to persons for whom they hold stock in the
company and to request authority for execution of Proxies. The Company will
reimburse such banks and brokers for their out-of-pocket expenses incurred in
connection therewith. To the extent necessary in order to insure sufficient
representation, officers and regular employees of the Company may solicit the
return of Proxies by mail, telephone, telegram or personal interview, which
solicitation will not involve any material additional cost to the Company.
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other matters to be acted upon at the
Meeting. However, if any other business properly comes before the Meeting, it is
the intention of the persons named in the enclosed Proxy to vote on such matters
in accordance with their best judgement.
THE PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED AND HELPFUL IN
OBTAINING THE NECESSARY VOTE.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE PROXY AND
RETURN IT IN THE ENCLOSED, STAMPED ENVELOPE.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
In order for a shareholder proposal to be included in the Board of
Directors' Proxy Statement for the Annual Meeting of Shareholders to be held in
1996, such proposal must be received at 2701 South Harbor Boulevard, Santa Ana,
California 92704, Attention: Corporate Secretary, no later than the close of
business of May 10, 1996.
ANNUAL REPORT ON FORM 10-KSB
A copy of the Company's Annual Report for the fiscal year ended March 31,
1995 on Form 10-KSB, as filed with the Securities and Exchange Commission, will
be provided without charge to shareholders of the Company on receipt of their
written request. Address all requests to John D. Hornsby, Corporate Secretary,
Fireplace Manufacturers, Inc., 2701 South Harbor Boulevard, Santa Ana,
California 92704.
By Order of the Board of Directors
John D. Hornsby
Secretary
DATED: September 12, 1995
<PAGE>
FIREPLACE MANUFACTURERS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 10, 1995
KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes and
appoints WILLARD V. HARRIS, JR., WILLARD P. HARRIS and JOHN D. HORNSBY, and each
of them, the attorneys and proxies of the undersigned with full power of
substitution to appear and to vote all of the common shares of FIREPLACE
MANUFACTURERS, INC. registered in the name of the undersigned at the Annual
Meeting of the Shareholders of said Corporation which will be held on Tuesday,
October 10, 1995 at Fireplace Manufacturers, Inc., 2701 Harbor Boulevard, Santa
Ana, California at 10:00 a.m., local time or any adjournment thereof, respecting
the election of directors, as more fully described in the accompanying Proxy
Statement, and in their discretion, on other matters which properly come before
the Meeting.
Upon being returned, signed, and dated, all shares represented by the Proxy will
be voted as indicated on the reverse hereof. IN THE ABSENCE OF SUCH INDICATION,
THIS PROXY WILL BE VOTED FOR DIRECTORS. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF FIREPLACE MANUFACTURERS, INC.
YOU ARE URGED TO DATE, SIGN AND RETURN PROMPTLY THIS PROXY FORM IN THE ENVELOPE
PROVIDED. IT IS IMPORTANT FOR YOU TO BE REPRESENTED AT THE MEETING. THE
EXECUTION OF YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ARE
PRESENT AT THE MEETING.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
FIREPLACE MANUFACTURERS, INC.
P.O. BOX 11057
NEW YORK, N.Y. 10203-0057
<PAGE>
/ /
<TABLE>
<CAPTION>
<S><C><C><C>
(1) ELECTION DIRECTORS FOR ALL NOMINEES WITHHOLD AUTHORITY TO VOTE *EXCEPTIONS
LISTED BELOW FOR ALL NOMINEES LISTED BELOW
</TABLE>
Nominees: Willard V. Harris, Jr., Willard P. Harris and John D. Hornsby
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions_____________________________________________________________________
(2) IN THEIR DISCRETION, ON OTHER MATTERS WHICH PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
I WILL ___ I WILL NOT ___ Attend the Meeting.
CHANGE OF ADDRESS AND/OR
COMMENTS MARK HERE
IMPORTANT: Please sign exactly as your name or names appear on the stock
certificates, and when signing, as an attorney, administrator, trustee or
guardian, give your full title as such. If the signatory is a corporation, sign
full corporate name by duly authorized officer, or if a partnership sign in
partnership name by authorized person.
Dated: _______________________________________________, 1995
_______________________________________________
Signature
_______________________________________________
Signature
VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK. X
PLEASE MARK, DATE, SIGN AND MAIL YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
