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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
VENTURIAN CORP.
- --------------------------------------------------------------------------------
(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] No fee required
[ ] 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. (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:
<PAGE>
VENTURIAN CORP.
11111 EXCELSIOR BOULEVARD
HOPKINS, MINNESOTA 55343
(612) 931-2500
NOTICE AND PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 6, 1998
NOTICE
To the Holders of Common Stock of Venturian Corp.:
The Annual Meeting of Shareholders of Venturian Corp. (the
"Company") will be held at the headquarters office of the Company, 11111
Excelsior Boulevard, Hopkins, Minnesota, on Wednesday, May 6, 1998 at 10:00 a.m.
Minneapolis time, for the following purposes:
1. To elect two directors for a term of three years.
2. To consider and act on such other business as may
properly come before the meeting or any adjournment or
adjournments thereof.
The Company's Board of Directors has fixed the close of business on
April 1, 1998 as the record date for the determination of shareholders entitled
to receive notice of and to vote at the meeting and any adjournment thereof.
By Order of the Board of Directors
Morris M. Sherman
Secretary
April 7, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN YOUR
PROXY CARD.
<PAGE>
PROXY STATEMENT
OF
VENTURIAN CORP.
11111 EXCELSIOR BOULEVARD, HOPKINS, MINNESOTA 55343
TELEPHONE NUMBER (612) 931-2500
Mailing Date: April 7, 1998
ANNUAL MEETING OF SHAREHOLDERS, MAY 6, 1998
This Proxy Statement is furnished to shareholders of Venturian Corp.
(the "Company") in connection with the solicitation by the Board of Directors of
proxies for use at the annual meeting of shareholders to be held at the
headquarters office of the Company, 11111 Excelsior Boulevard, Hopkins,
Minnesota 55343, on May 6, 1998 at 10:00 a.m., local time, and at any
adjournment thereof, for the purposes set forth in the accompanying Notice of
Meeting.
VOTING RIGHTS AND PROCEDURE
Only holders of record of the Company's common stock at the close of
business on April 1, 1998 are entitled to notice of and to vote at the annual
meeting. As of said date, there were outstanding 753,289 shares of common stock.
Each share is entitled to one vote at the meeting. Under the Company's bylaws,
33-1/3 percent of the outstanding shares are required to constitute a quorum at
the meeting. The affirmative vote of a majority of the Common Shares present, in
person or by proxy, and entitled to vote at the annual meeting, is required to
approve the matters mentioned in the foregoing Notice of Annual Meeting of
Shareholders. If a shareholder abstains from voting as to a matter, then the
shares held by such shareholder shall be deemed present at the annual meeting
for determining whether a quorum is present and for purposes of calculating the
vote as to such matter, but will not be deemed to have been voted in favor of
such matter. If a broker returns a "non-vote" proxy, indicating a lack of
authority to vote on a matter, then the shares covered by such non-vote shall be
deemed present at the meeting for purposes of determining whether a quorum is
present but shall not be deemed to be represented at the meeting for purposes of
calculating the vote with respect to such matter.
ELECTION OF DIRECTORS
The business and affairs of the Company are managed under the
direction of its Board of Directors. The Company's bylaws were amended in 1994
to provide for a Board of eight directors divided into classes of three, three
and two directors, respectively. The directorships do not run concurrently. Each
year the terms of one
<PAGE>
class of directors expire. Directors are elected to serve until the term of
their class has expired and a successor is duly elected and qualified.
At the annual meeting, directors will be elected to hold office
until the annual meeting of shareholders in 2001. The persons named in the
enclosed form of proxy will vote the proxied shares for the election of the
nominees listed below, unless such vote is withheld in the proxy. If, prior to
the meeting, a nominee ceases to be a candidate for election because he is
unable to serve, or for good cause will not serve, the proxied shares will be
voted for a substitute nominee designated by the Chairman of the Board of
Directors. The Board of Directors has no reason to believe that any nominee will
cease to be a candidate prior to the meeting. The affirmative vote of a majority
of shares represented at the meeting in person or by proxy will be required to
elect the nominee for the indicated term. The Board of Directors recommends a
vote FOR election of each nominee listed below.
Set forth below is certain information concerning the nominees for
director and each director whose term of office will continue after the meeting:
NOMINEES
Principal Occupation or
Director of the Employment and Other
Nominee (Age) Company Since Directorships Held
------------- --------------- ------------------------------------
TO BE ELECTED FOR A THREE-YEAR TERM EXPIRING ON THE DATE OF THE ANNUAL MEETING
OF SHAREHOLDERS IN 2001:
Melissa E. Rappaport (30) - - Ms. Rappaport was recently appointed
Director of Sales Performance and
Analysis at America West Airlines
after previously serving as Manager
of Financial Planning from May 1996
to March 1997. Ms. Rappaport was a
Senior Analyst for Fleet Planning
from January through May 1996 and an
Analyst, Financial Planning from
August 1994 and January 1996 with
Northwest Airlines Corporation. Ms.
Rappaport received her M.B.A. from
the University of Chicago in June
1994. Ms. Rappaport is the daughter
of Gary B. Rappaport, Chairman of
the Board and Chief Executive
Officer of the Company.
J. Stephen Schmidt (52) - - Mr. Schmidt has owned T.N.B.
Holdings, Inc., a real estate and
financial holding company for more
than five years. Mr. Schmidt also
serves as Chairman of Wavecrest
Technologies, a high-technology
electronics measurement company;
Chairman, President and Chief
Executive Officer
<PAGE>
of Primed International, a
development stage medical device
company; and is a consultant to the
Board of Directors of Shufflemasters
Gaming, Inc., a supplier to the
gaming industry.
Stuart B. Utgaard (52)** July 1989 President, Enterprise Investments,
Inc., for more than five years.
Enterprise Investments, Inc.
provides internal and external
corporate growth consulting
services. Mr. Utgaard is also the
President of Sportsman's Warehouse,
a retailer of hunting, camping and
fishing products, and Pacific Flyway
Wholesale, a wholesaler of hunting,
camping and fishing products.
DIRECTORS WHOSE TERM OF OFFICE WILL CONTINUE
TERMS EXPIRING ON THE DATE OF THE ANNUAL MEETING OF SHAREHOLDERS IN 1999:
Gary B. Rappaport (61) September 1983 Chairman of the Board and Chief
Executive Officer of the Company
since 1983, President from 1983
until March 1996 and from December
1996 to February 1998.
Anthony S. Cleberg (45)* Mr. Cleberg is presently Executive
Vice President and Chief Financial
Officer of Morrison Knudsen
Corporation, an engineering,
construction and operations company
doing business in approximately 33
countries. Mr. Cleberg was the
Corporate Vice President for
Business Development for Honeywell,
Inc. from March 1995 to April 1997.
Mr. Cleberg was the Vice President
of Taxes for Honeywell's Space and
Aviation Business from November 1994
to February 1995 and served as the
Vice President of Finance for
Honeywell's Space and Aviation
Business from July 1993 to November
1994. Mr. Cleberg was the Group
Controller of Honeywell's Industrial
Automation and Control Division from
June 1992 to July 1993 and was Group
Controller for Honeywell's Military
Avionics Systems Group from February
1991 to June 1992.
<PAGE>
TERMS EXPIRING ON THE DATE OF THE ANNUAL MEETING OF SHAREHOLDERS IN 2000:
Morris M. Sherman (62)* May 1988 Secretary of the Company since 1987.
Mr. Sherman has been a partner in
the law firm of Leonard, Street and
Deinard Professional Association for
more than five years.
Charles B. Langevin (52) November 1990 Mr. Langevin was named President of
Napco International Inc., a
wholly-owned subsidiary of the
Company, in 1996. Previously, Mr.
Langevin was the Executive Vice
President of Napco International
Inc. for more than five years.
Richard F. McNamara (65)** May 1994 Owner and Chief Executive Officer of
Activar, Inc. for more than five
years. Activar, Inc. is a
mini-conglomerate consisting of
seventeen companies in industrial
plastics, sheet metal, the
automotive after-market,
construction supply, electronics and
financial services. Mr. McNamara
serves on the board of directors of
Rimage, Inc., which designs,
manufactures and sells computer
diskette and digital tape
duplication and finishing systems.
* Member of the Audit Committee during 1997.
** Member of the Compensation Committee during 1997.
<PAGE>
INFORMATION REGARDING THE BOARD OF DIRECTORS
AND ITS COMMITTEES FOR 1997
The Board of Directors met on four occasions during 1997. The Board
does not have a nominating committee or any committee performing similar
functions. All directors attended at least 80% of the meetings of the Board and
Board Committees on which they served.
AUDIT COMMITTEE
During 1997, the Audit Committee consisted of Morris M. Sherman and
Anthony S. Cleberg, non-employee members of the Board.
The Audit Committee provides direct communication between the
Company, the independent auditors and the Board of Directors. It is intended to
assure the independent auditors of the freedom, cooperation and opportunity
necessary to accomplish their functions. It is also intended to assure that
appropriate action is taken on the recommendations of the auditors. The Audit
Committee met on one occasion during 1997.
COMPENSATION COMMITTEE; COMPENSATION COMMITTEE INTERLOCKS
During 1997, the Compensation Committee consisted of Stuart B.
Utgaard and Richard F. McNamara, non-employee members of the Board.
The Compensation Committee sets the compensation policy for the
Company, administers the Company's bonus plans, and makes recommendations to the
Board of Directors. The Compensation Committee did not meet formally during
1997, but consulted with the Chairman of the Board regarding compensation
decisions from time to time.
No member of the Compensation Committee was, during the 1997 fiscal
year or previously, an officer or employee of the Company, nor did any member
have any relationship or transaction with the Company which is required to be
reported under Item 402(j) of Regulation S-K under the Securities Exchange Act
of 1934, as amended.
OTHER MATTERS
The Board of Directors has determined that all non-employee
directors of the Company shall be paid an annual retainer of $4,000 each, plus
(i) the sum of $500 for attendance at any meeting of the Board of Directors or
Board Committee (only a single fee to be paid in case a committee meeting should
fall on the same date as a meeting of the Board) and (ii) reimbursement for
out-of-pocket expenses incurred in attending any such meeting. Pursuant to the
Venturian Corp. 1996 Non-Employee Director Stock Plan, each non-employee
director shall be granted, on the day following each annual meeting of
shareholders, the lesser of 500 shares of the Company's Common Stock or the
largest number of whole shares having a fair market value on such day not
greater than $5,000.
<PAGE>
In 1997, each of Messrs. Sherman, McNamara, Utgaard, Cleberg and Ms.
Debra Rappaport were granted 500 shares of Venturian Corp. common stock.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following are the only persons known to the Company to own of
record or beneficially more than five percent of any class of voting securities
of the Company as of April 1, 1998:
<TABLE>
<CAPTION>
Amount and Nature
Title of Name and Address of of Beneficial Percentage
Class Beneficial Owner Ownership of Class
----- ---------------- --------- --------
<S> <C> <C> <C>
Common Hesperus Partners Ltd. 42,584 (direct) (a) 5.65%
Stock 225 W. Washington St., Suite 1650
Chicago, Illinois 60606
Common The Charles Schwab Company 44,144 (direct) (b) 5.86%
Stock Trustee for Venturian Group Profit
Sharing Plan and Trust
One Montgomery Street
San Francisco, California 94104
Common Gary B. Rappaport 54,888 (direct) 23.16%
Stock 11111 Excelsior Boulevard 119,599 (indirect) (c)
Hopkins, Minnesota 55343
Common Oppenheimer Group, Inc. 49,100 (indirect) (d) 6.52%
Stock World Financial Center
New York, New York 10281
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
As of April 1, 1998, individual directors, and the directors and
executive officers of the Company as a group, owned shares of the Company's
common stock as indicated by the following table:
<TABLE>
<CAPTION>
Amount and Nature
Title of Name of Beneficial Percentage
Class Beneficial Owner Ownership of Class
----- ---------------- --------- --------
<S> <C> <C> <C>
Common Gary B. Rappaport 54,888 (direct)(c) 23.16%
Stock 119,599 (indirect)(d)
<PAGE>
Amount and Nature
Title of Name and Address of of Beneficial Percentage
Class Beneficial Owner Ownership of Class
----- ---------------- --------- --------
Common Stuart B. Utgaard 1,000 (direct) *
Stock
Common Morris M. Sherman 1,100 (direct) *
Stock
Common Charles B. Langevin 39,900 (direct)(e) 5.08%
Stock
Common Richard F. McNamara 1,000 (direct) *
Stock
Common Don M. House, Jr. 10,000 (direct)(f) 1.31%
Stock
Common Anthony S. Cleberg 1,500 (direct) *
Stock
Common J. Stephen Schmidt 36,700 (direct) 4.87%
Stock
Common Melissa E. Rappaport 8,210 (direct) 1.09%
Stock
Common Mary F. Jensen 10,000 (direct)(g) 1.31%
Stock
Common Reinhild D. Hinze 12,027 (direct)(h) 1.58%
Stock
Common All directors and executive 176,325 (direct)
Stock officers as a group (11 in 119,599 (indirect)(i) 36.45%
number including the above)
</TABLE>
* Less than 1% of the outstanding shares.
<PAGE>
(a) Voting and investment power with respect to these shares may be deemed
shared with Sirius Partners L.P., the general partner of Hesperus
Partners Ltd. and with Sirius Corporation, the general partner of Sirius
Partners L.P., each of which has the same address as Hesperus Partners
Ltd.
(b) These shares are owned by The Charles Schwab Trust Company ("Schwab") as
trustee for the Venturian Group Profit Sharing/401(k) Plan. For purposes
of the reporting requirements of the Securities Exchange Act of 1934,
Schwab is deemed to be a beneficial owner of such securities; however,
Schwab expressly disclaims any beneficial interest in said shares.
(c) These shares are owned by trusts created under the will of Max E.
Rappaport, deceased, for the benefit of his wife and two children
(including Gary B. Rappaport, a trustee of said trusts), and by a trust
created by Mr. Rappaport's mother for the benefit of his two daughters.
Mr. Rappaport shares the voting and investment power with respect to said
shares in his capacity as trustee or co-trustee of said trusts. Also
includes 44,144 shares held by the Venturian Group Profit Sharing/401(k)
Plan. Mr. Rappaport, by virtue of his position on the investment
committee for the Plan, holds voting and dispositive power with respect
to these shares.
(d) Beneficial ownership is reported on behalf of the parent and various
subsidiaries of Oppenheimer Group, Inc., and for investment advisory
clients or discretionary accounts of such subsidiaries. Oppenheimer
Group, Inc. disclaims beneficial ownership of such shares.
(e) Includes 32,500 shares of the common stock of the Company which Mr.
Langevin could acquire (but has not yet purchased) pursuant to presently
exercisable options.
(f) Consists of 10,000 shares of the common stock of the Company which Mr.
House could acquire (but has not yet purchased) pursuant to presently
exercisable options.
(g) Includes 8,000 shares of the common stock of the Company which Ms. Jensen
could acquire (but has not yet purchased) pursuant to presently
exercisable options.
(h) Includes 8,000 shares of the common stock of the Company which Ms. Hinze
could acquire (but has not yet purchased) pursuant to presently
exercisable options.
(i) Notes (c)-(h) are incorporated herein by this reference thereto.
<PAGE>
EXECUTIVE OFFICERS
The executive officers are elected to serve one year or until their
respective successors are elected. The present executive officers are:
<TABLE>
<CAPTION>
Name Office Age Officer Since
---- ------ --- -------------
<S> <C> <C> <C>
Gary B. Rappaport Chairman of the Board and 61 1983(1)
Chief Executive Officer -
Venturian Corp. and
Napco International Inc.
Mary F. Jensen Chief Financial Officer - Venturian 43 1987(1)
Corp. and Napco International Inc.
Charles B. Langevin Director, President of 52 1986(1)
Napco International Inc.
Reinhild D. Hinze Treasurer, Vice President 48 1985(1)
Operations - Napco
International Inc. and
Assistant Secretary - Venturian
Corp.
Don M. House, Jr. President and Chief Operating 45 1998(2)
Officer - Venturian Corp.
</TABLE>
(1) Each of the indicated officers has been employed by the Company for more
than five years.
(2) Mr. House joined the Company in December 1997. In February 1998 he was
appointed President and Chief Operating Officer by the Board of Directors.
Previously, Mr. House was President of Porsa System, Inc., a designer and
builder of custom fixtures and displays, from July 1996 to July 1997. Mr. House
also served as President of P.C. Express, Inc. from April 1995 to December 1995
and President of Apeiron, Inc., a start-up manufacturer of high precision laser
measurement systems, from May 1994 to April 1995. Mr. House was President of
Comtrol Corp., a manufacturer of multiport serial communications controllers
from October 1989 to October 1993. Prior to October 1989, Mr. House served in
various capacities at Honeywell Information Systems for more than 10 years.
<PAGE>
EXECUTIVE COMPENSATION
Set forth below is certain information concerning compensation paid for
1997 to the Chief Executive Officer and one executive officer. No other
executive officer received total salary and bonus in excess of $100,000.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Name and All Other
Principal Position Year Salary($) Bonus($) Options(#) Compensation($)
- ------------------ ---- --------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Gary B. Rappaport 1997 125,000 -- -- 6,896(1)
Chairman of the Board 1996 125,000 -- -- 8,549(1)
of Directors, President, 1995 125,000 -- -- 9,200(1)
Chief Executive Officer
Charles B. Langevin 1997 108,000 -- -- 756(2)
President 1996 102,000 14,708 25,000 950(2)
Napco International Inc. 1995 92,214 42,180 -- 576(2)
</TABLE>
(1) Includes amounts contributed by the Company pursuant to the matching
provisions of its Profit Sharing/401(k) Plan ($950, $950 and $781 in
1997, 1996 and 1995, respectively), the benefit to Mr. Rappaport in
connection with a split dollar insurance policy on the life of Mr.
Rappaport which is funded by the Company ($5,946, $7,599 and $8,419 in
1997, 1996 and 1995, respectively). The benefits to Mr. Rappaport were
computed using the "foregone interest" method, which measures the
difference between the Company's current premium payment and the present
value of its recovery of such premium, utilizing a discount rate of
6.65%, 6.74% and 6.28% for 1997, 1996 and 1995, respectively.
(2) Consists of amounts contributed by the Company pursuant to the matching
provisions of its Profit Sharing/401(k) Plan.
Certain expenditures made by the Company in the ordinary course of
business may have provided officers and directors of the Company with incidental
personal benefits not available to other employees. The aggregate amount of such
other compensation with respect to any named individual did not equal or exceed
the lesser of $50,000 or 10% of the compensation reported for such person.
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
PERCENT OF POTENTIAL REALIZABLE
TOTAL OPTIONS VALUE AT ASSUMED
NUMBER OF GRANTED TO ANNUAL RATE OF STOCK
SECURITIES UNDERLYING EMPLOYEES IN EXERCISE EXPIRATION PRICE APPRECIATION FOR
NAME OPTIONS GRANTED(#) FISCAL YEAR PRICE ($/Sh) DATE OPTION TERM
- ---- --------------------- --------------- ------------ ---------- ----------------------
5% 10%
-- ---
<S> <C>
None
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The persons named in the Annual Compensation table did not exercise any
stock options or stock appreciation rights during the last fiscal year. As of
December 31, 1997, stock options which remain unexercised had the following
values, based on the difference between the option exercise price and the
closing price of the Company's common stock on December 31, 1997 as quoted in
the National Association of Securities Dealers Automated Quotation System.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised in-the-
Options at Year-End Money Options at Year-End
Name Options Exercisable/Unexercisable Exercisable/Unexercisable
---- ------- ------------------------- ----------------------------
<S> <C> <C> <C>
Charles B. Langevin 32,500 32,500/ - - 96,875/ - -
</TABLE>
COMPENSATION COMMITTEE REPORT
The Company's executive compensation program is designed to attract,
motivate, reward and retain the management talent needed to achieve its business
objectives.
It does this by providing incentives to achieve Company objectives, by
rewarding executives for exceptional financial performance by the Company, by
recognizing superior individual achievement and by utilizing competitive base
salaries.
Accordingly, assessments of both individual and corporate performance
influence executives' compensation levels, although the emphasis to date has
been on corporate performance. This includes the ability to implement the
Company's business plans as well as to react to unanticipated external factors
that can have a significant impact on corporate performance. Compensation
decisions for all executives, including the Chief Executive Officer, are based
on the same criteria.
<PAGE>
There are three major current components of the Company's compensation
program: Base Salary, Short Term Incentive Awards and Long Term Incentive
Compensation.
BASE SALARY
A competitive base salary is vital to support the philosophy of
management development and career orientation of executives and is consistent
with the long-term nature of the Company's business.
Salary levels and adjustments to salaries are a result of annual reviews
of competitive positioning (how the Company's salary structure for comparable
positions compares with that of other companies), business performance and
general economic factors. There is no specific weighting of these factors.
Executive officers receive an annual performance review and, based upon such
review, may receive an adjustment in base salary. Mr. Langevin received an
increase in base salary from $102,000 to $108,000 in 1997. No other executive
officer received an increase in base salary in 1997.
SHORT TERM INCENTIVE AWARDS
Short term incentive awards to executives are granted in cash pursuant to
the Company's bonus plans to recognize contributions to the business.
The bonus plans, which are adopted annually, set profitability goals for
each subsidiary. Other goals, such as reducing inventory and receivables, may be
set as well. The specific bonus an executive receives is primarily dependent on
overall performance of the subsidiary for which such executive has
responsibility. Assessment of an individual's relative performance is made
annually based on a number of factors which include initiative, business
judgment, technical expertise and management skills.
LONG TERM INCENTIVE PLANS
The Compensation Committee believes that it is important for the
Company's executive officers to focus not just on short term achievements, but
on the long term financial health and development of the Company. Accordingly,
the Committee may utilize awards of incentive stock options. In 1997 the
Committee granted an aggregate of 31,000 incentive stock options to 2 employees,
of which amount one executive officer was granted an aggregate of 30,000
options.
Stuart B. Utgaard
Richard F. McNamara
<PAGE>
TRANSACTIONS WITH CERTAIN RELATED PARTIES
As of December 31, 1997, loans totaling $132,143 under the Company's Loan
Program for Key Executive Officers were outstanding from its executive officers,
of which $70,268 was loaned to Mr. Rappaport, $40,000 was loaned to Mr.
Langevin, and $21,875 was loaned to Ms. Hinze. The loans are secured by 18,595
shares of the Company's common stock, which had an aggregate market value of
$185,950 on April 1, 1998.
SHARE INVESTMENT PERFORMANCE
The following graph shows changes over the past five-year period in the
value of $100 invested in: (1) the Company's Common Stock; (2) the NASDAQ Index;
and (3) an industry group of 40 multi-industry companies, not including the
Company. The industry group consists of companies which have been publicly
traded at least since January 1, 1991.
The year-end values of each investment are based on share price
appreciation plus dividends paid in cash, assuming the reinvestments of
dividends. The calculations exclude trading commissions and taxes.
COMPARISON OF CUMULATIVE TOTAL RETURN
OF THE COMPANY, AN INDUSTRY GROUP AND THE NASDAQ MARKET INDEX
COMPANY 1992 1993 1994 1995 1996 1997
------- ---- ---- ---- ---- ---- ----
Venturian Corp. 100 77.05 61.11 53.14 86.35 98.31
Industry Index 100 122.20 116.83 156.79 193.77 220.89
Broad Market 100 119.95 125.94 163.35 202.99 248.30
<PAGE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of Grant Thornton LLP, independent certified public accountants,
was engaged to audit the books and accounts of the Company for its fiscal year
ended December 31, 1997. Grant Thornton has served as auditors of the Company
and its predecessor since 1970.
The Company expects that a representative of Grant Thornton will be
present at the annual meeting of shareholders and will have an opportunity to
make any statement he or she deems appropriate. Further, said representative
will be available at the meeting to respond to appropriate questions. There will
be no shareholder vote with respect to engagement of independent certified
public accountants, because the Board of Directors has not yet made a decision
regarding the selection of auditors for the Company's fiscal year ending
December 31, 1998.
SOLICITATION OF PROXIES
The costs and expenses of solicitation of proxies will be paid by the
Company. In addition to the use of the mails, proxies may be solicited by the
directors, officers and regular employees of the Company by telephone or
telegraph.
Proxies in the form enclosed are solicited by the Board of Directors. Any
shareholder giving a proxy in such form may revoke it at any time before it is
exercised. Such proxies, if received in time for voting and not revoked, will be
voted at the meeting.
The Company will reimburse banks, brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy material to the beneficial owners of its common stock.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors, executive officers, certain employees and
persons who own more than ten percent of a registered class of the Company's
equity securities, to file with the Securities and Exchange Commission initial
reports of ownership and changes in ownership of Common Shares and other equity
securities of the Company. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with all
Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company during fiscal 1997 and written representations
that no other reports were required, all Section 16(a) filing requirements
applicable to officers, directors and greater than ten percent shareholders were
satisfied during fiscal 1997.
<PAGE>
SHAREHOLDER PROPOSALS
Any shareholder desiring that the Company include a specific proposal in
its Proxy Statement for its next annual meeting of shareholders must submit the
same to the Company, in writing, no later than December 8, 1998.
MISCELLANEOUS
Management is not aware that any other matter will be presented for
action at the meeting. If, however, other matters do properly come before the
meeting, it is the intention of the persons designated as proxies to vote the
proxied shares in accordance with their best judgment.
The Company's annual report for the year 1997 has been mailed with this
Proxy Statement.
It is important that proxies be returned promptly. Shareholders who do
not expect to attend the meeting in person are urged to sign, date and mail the
proxy by return mail.
By order of the Board of Directors.
Morris M. Sherman
Secretary
April 7, 1998
<PAGE>
[LOGO] VENTURIAN CORP
PROXY
VENTURIAN CORP
11111 EXCELSIOR BOULEVARD
HOPKINS, MINNESOTA 55343
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS, MAY 6, 1998
The undersigned hereby appoints Morris M. Sherman and Don M. House, Jr., or
either of them, the attorneys and proxies of the undersigned, with full power of
substitution, to attend the annual meeting of shareholders of VENTURIAN CORP.
(the "Company"), to be held at the headquarters office of the Company, 11111
Excelsior Boulevard, Hopkins, Minnesota 55343, on Wednesday May 6, 1998 at 10:00
a.m., local time, and any adjournment thereof, and thereat to vote the
undersigned's shares of stock in the Company as follows and in their
discretion upon any other business that may properly come before the meeting.
1. Election of three directors for a three-year term expiring on the date of
the annual meeting in 2001 as set forth below and until their successors
are elected.
[ ] FOR all the nominees listed below [ ] WITHHOLD AUTHORITY for all
nominees
MELISSA E. RAPPAPORT, J. STEPHEN SCHMIDT, STUART B. UTGAARD
To withhold authority for any individual nominee(s), write name(s) below.
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(CONTINUED, AND TO BE COMPLETED AND SIGNED ON THE REVERSE SIDE)
<PAGE>
(CONTINUED FROM THE OTHER SIDE)
This proxy when properly executed will be voted in the manner specified herein
by the undersigned stockholder. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
Please sign exactly as name appears at
left. When the shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by president
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Dated: ___________________________, 1998
________________________________________
Signature
________________________________________
Signature
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
