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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
NEWMAN COMMUNICATIONS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 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:
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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
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and
state how it was determined.
[X] 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: $125
2) Form, Schedule or Registration Statement No.: Preliminary Proxy
Statement
3) Filing Party: Newman Communications Corporation
4) Date Filed: April 26, 1996
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NEWMAN COMMUNICATIONS CORPORATION
211 WEST WALL STREET
MIDLAND, TEXAS 79701
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
The Annual Meeting of Shareholders of Newman Communications
Corporation, a New Mexico corporation (the "Company"), will be held at 211 West
Wall Street, Midland, Texas 79701, on June 11, 1996 at 10:00 a.m., local time,
for the following purposes:
1. To ratify all corporate action taken by the Company's management
from March 1992 to the present;
2. To elect two directors to hold office until their respective
successors have been duly elected and qualified; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record at the close of business on May 24, 1996 are
entitled to notice of and to vote at this Annual Meeting of Shareholders or any
adjournment thereof.
We hope that you attend the Annual Meeting of Shareholders in person,
but in any event you are urged to mark, date, sign and return your proxy in the
enclosed self-addressed envelope as soon as possible so that your shares may be
voted in accordance with your wishes. Any proxy given by a shareholder may be
revoked by that shareholder at any time prior to the voting of the proxy.
By Order of the Board of Directors,
/s/ MATTHEW BLAIR
Matthew Blair
Secretary
Midland, Texas
May 31, 1996
A RETURN OF A BLANK EXECUTED PROXY WILL BE DEEMED A VOTE IN FAVOR OF
THE PROPOSALS DESCRIBED HEREIN. WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT
PROMPTLY.
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NEWMAN COMMUNICATIONS CORPORATION
211 WEST WALL STREET
MIDLAND, TEXAS 79701
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 11, 1996
This Proxy Statement and the accompanying form of proxy are being
furnished to the shareholders of Newman Communications Corporation, a New
Mexico corporation (the "Company"), on May 31, 1996 in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Shareholders (the "Annual Meeting") to be held on June 11,
1996, at 10:00 a.m., local time, at 211 West Wall Street, Midland, Texas 79701,
and any adjournment thereof.
The matters to be considered and acted upon at the Annual Meeting are
described in the foregoing Notice of Annual Meeting and this Proxy Statement.
This Proxy Statement and the related form of proxy are being mailed on or about
May 31, 1996 to all shareholders of record as of May 24, 1996 (the "Record
Date"). Shares of the Company's common stock, no par value (the "Common
Stock"), represented by proxies will be voted as described in this Proxy
Statement or as otherwise specified by a shareholder. With respect to the
election of directors, a shareholder may, by checking the appropriate box on
the proxy: (i) vote for all director nominees as a group; (ii) withhold
authority to vote for all director nominees as a group; or (iii) vote for all
director nominees as a group except those nominees identified by the
shareholder in the appropriate area. See "Proposal Two: Election of
Directors." With respect to the other proposal contained herein, a
shareholder may, by checking the appropriate box on the proxy: (i) vote for the
proposal; (ii) vote against the proposal; or (iii) abstain from voting on the
proposal.
THE PRINCIPAL SHAREHOLDERS, DIRECTORS AND OFFICERS OF THE COMPANY
BENEFICIALLY OWN APPROXIMATELY 61% OF THE ISSUED AND OUTSTANDING COMMON STOCK
AND HAVE ADVISED THE COMPANY OF THEIR INTENTION TO VOTE SUCH SHARES IN FAVOR OF
THE PROPOSALS CONTAINED HEREIN.
Any shareholder who executes and delivers a proxy may revoke it at any
time prior to its use by (i) giving written notice of revocation to the
Secretary of the Company, (ii) executing and delivering a proxy bearing a later
date, or (iii) appearing at the Annual Meeting and voting in person.
The Company will bear the expense of preparing, printing and mailing
the proxy solicitation material and the form of proxy. Brokerage houses,
nominees, custodians and fiduciaries will be requested to forward material to
beneficial owners of Common Stock held of record by them, and the Company will
reimburse such persons for their reasonable expenses in doing so. In addition,
directors, officers and employees of the Company may solicit proxies by
telephone, facsimile, telegram or in person.
If the proxy in the accompanying form is properly executed and not
revoked, the shares represented by the proxy will be voted in accordance with
the instructions thereon. If no instructions are given on the matters to be
acted upon, the shares represented by the proxy will be voted: (i) for
ratification of all corporate action taken by the Company's management from
March 1992 to the present; (ii) for election of the directors
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nominated herein; and (iii) in the discretion of the proxyholders, on any
business as may properly come before the Annual Meeting or any adjournment
thereof.
VOTING RIGHTS
Only holders of record of outstanding shares of Common Stock at the
close of business on the Record Date are entitled to one vote for each share
held on all matters coming before the Annual Meeting. There were 858,500
shares of Common Stock outstanding and entitled to vote on the Record Date.
METHOD OF VOTING
Approval of the proposal to ratify all corporate action taken by the
Company's management from March 1992 to the present will require the
affirmative vote of at least a majority of the shares of Common Stock entitled
to vote and represented at the Annual Meeting in person or by proxy. To be
elected, each director must receive the affirmative vote of the holders of a
plurality of the issued and outstanding Common Stock entitled to vote and
represented at the Annual Meeting in person or by proxy. Abstentions and broker
non-votes will have no effect on the election of directors. Abstentions will
have the effect of a vote against the other proposal contained herein. Broker
non-votes will have no effect on the outcome of the vote for the other proposal
contained herein.
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SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as of May 24, 1996
with regard to the beneficial ownership of Common Stock by (i) each person
known to the Company to be the beneficial owner of 5% or more of the
outstanding Common Stock, (ii) by the officers and directors of the Company
individually, and (iii) by the officers and directors as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF CLASS
OF COMMON STOCK PERCENT C WARRANTS (1) PERCENT
--------------- ------- -------------- -------
<S> <C> <C> <C> <C>
Little & Company 1,520,000(3) 82 1,000,000 63
Investment Securities (2)
211 West Wall Street
Midland, Texas 79701
Glenn A. Little (2) 1,520,000(3) 82 1,000,000 63
211 West Wall Street
Midland, Texas 79701
Matthew Blair 7,500 *
4419 Tanforan
Midland, Texas 79701
Patricia de Little (4) 1,520,000(3) 82 1,000,000 63
211 West Wall Street
Midland, Texas 79701
All directors and officers 1,527,500(3) 82 1,000,000 63
as a group (3 persons)
* Less than 1%.
</TABLE>
(1) Each class C warrant allows the holder to purchase one share of
Common Stock at $2.00 per share for a period of 36 months from November 22,
1993.
(2) Mr. Glenn A. Little is an officer, director and principal
shareholder of Little & Company Investment Securities, a securities
broker-dealer located in Midland, Texas ("LITCO") and may therefore be deemed,
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
beneficial owner of the 520,000 shares of Common Stock and 1,000,000 of the
Company's class C warrants owned by LITCO.
(3) Includes 1,000,000 shares of Common Stock issuable upon the
exercise of class C warrants.
(4) Mrs. Little is the wife of Mr. Glenn A. Little and may therefore
likewise be deemed the beneficial owner of such securities.
EXECUTIVE COMPENSATION
None of the Company's executive officers or directors received any
cash or non-cash compensation for the three preceding fiscal years.
Accordingly, the Company does not have a compensation committee. In addition,
the Company has neither an audit committee nor a nominating committee.
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PROPOSAL ONE: RATIFICATION OF CERTAIN CORPORATE ACTION
In May 1991, LITCO purchased an aggregate of 1,792,000 shares of
Common Stock, or approximately 34% of the outstanding capital stock of the
Company, from certain officers of the Company for $5,000. In March 1992, the
two existing members of the Company's Board of Directors elected Mr. Glenn A.
Little and Mr. Matthew Blair to the Board of Directors and subsequently
resigned as directors and officers of the Company. Mr. Little and Mr. Blair
were then elected as President and Secretary, respectively, of the Company. In
August 1992, Mr. Little and Mr. Blair, as directors and officers of the
Company, instituted bankruptcy proceedings. See " -- Corporate Action --
Bankruptcy Proceedings and Related Actions" below. In connection with such
bankruptcy proceedings, the Company's Articles of Incorporation were amended to
extend a directors' term of office to three years. In November 1993, the Board
of Directors elected Patricia de Little, the wife Mr. Little, as a director.
The Company now believes that subsequent to March 1992, the election
of the Company's directors and officers may not have been in technical
compliance with its Bylaws and applicable New Mexico law. However, management
of the Company had a good faith belief that each officer and director was duly
elected and had full authority to carry out their respective responsibilities
as directors and officers and to take the corporate action summarized below.
Accordingly, the Company now wishes to have its shareholders ratify the
corporate action taken by Messrs. Blair and Little and Ms. Little during the
period from March 1992 to the present.
CORPORATE ACTION
Bankruptcy Proceedings and Related Actions
On August 12, 1992, the Company filed a petition for reorganization
under Chapter 11 of the United States Bankruptcy Code with the United States
Bankruptcy Court for the Western District of Texas (the "Court"). On April 14,
1993, the Company filed with the Court a Plan of Reorganization, which provided
in part for the issuance of certain warrants to the Company's creditors and
shareholders. The Court entered an order confirming the Plan of Reorganization
on September 13, 1993. On November 22, 1993, the Court entered its final
decree, closing the Company's bankruptcy proceedings. On October 1, 1994, the
Board of Directors extended by 12 months the exercise period of the Company's
class A warrants, each of which allowed the holder to purchase one share of
Common Stock at $.50 per share. Accordingly, this extension allowed LITCO, a
company controlled by Mr. Little, an additional 12 months in which to exercise
1,000,000 class A warrants. LITCO exercised 6,000 and 14,000 class A warrants
on July 14, 1995 and November 20, 1995, respectively.
Other Corporate Action
The Company has no operations or significant assets. However, the
directors and officers of the Company took certain other routine corporate
action, including (i) retaining the Company's auditors to prepare the Company's
annual audited financial statements, (ii) filing the Company's Quarterly
Reports on Form 10-Q and Annual Reports on Form 10-K with the Securities and
Exchange Commission, (iii) filing the required federal and state tax returns
and paying any applicable taxes, (iv) changing the Company's fiscal year end to
December 31, and (v) certain other transactions related to the day to day
operations of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
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PROPOSAL TWO: ELECTION OF DIRECTORS
Each of the persons set forth below (see " -- Nominees for Election as
Directors") has been nominated for election to the Board of Directors, to serve
for a term of three years or until his or her successor is elected and
qualified. The shares represented by proxies will be voted as specified by the
shareholder. If a shareholder does not specify his or her choice, the shares
will be voted in favor of the election of the nominees listed on the proxy
except that, in the event any nominee should not continue to be available for
election, such proxies will be voted for the election of such other person as
the Board of Directors may recommend. The Company does not presently
contemplate that any of the nominees will become unavailable for election for
any reason.
NOMINEES FOR ELECTION AS DIRECTORS
Set forth below is certain information regarding the nominees for
election to the Company's Board of Directors.
Glenn A. Little, age 43, has served as President and Chairman of the
Board of the Company since March 1992 and served in such capacities throughout
the bankruptcy proceedings. Mr. Little has been a principal shareholder,
officer and director of LITCO since its inception in 1979. In 1980, Mr. Little
co-founded Temporary Resources Incorporated, a temporary employment service
located in Midland, Texas and has served as its Chief Financial Officer since
its inception. Prior to founding LITCO, Mr. Little was employed as a
stockbroker with Howard, Weil, Labouisse & Friedrich in New Orleans. Mr.
Little is the husband of Mrs. Patricia de Little.
Patricia de Little, age 43, has served as a director of the Company
since November 1993. Mrs. Little co- founded Temporary Resources Incorporated
in 1980 and has served as its President since its inception. Prior to founding
Temporary Resources Incorporated, Mrs. Little was employed as the Manager of
Manpower for the City of El Paso, Texas. Mrs. Little is the wife of Mr. Glenn
A. Little.
Executive officers are elected by the Company's Board of Directors to
hold office until their respective successors are elected and qualified. If
the nominees set forth above are elected to the Board of Directors, it is their
intention to elect Mr. Little to the offices of Chairman of the Board and
President and Mrs. Little to the offices of Vice President, Secretary and
Treasurer.
The Company did not make any payments to any members of the Board of
Directors during the preceding fiscal year. No meetings of the Board of
Directors were held during the preceding fiscal year. All actions of the Board
of Directors during the preceding fiscal year were effected by written consent.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company believes that the following individuals have failed to
file the following reports required by Section 16(a) of the Exchange Act during
the period from March 1992 to the present.
LITCO, which owns a controlling interest in the Common Stock, failed
to file the following reports: (i) a Form 3 reporting its initial acquisition
of 1,792,000 shares of Common Stock in May 1991; (ii) a Form 4 reporting the
return of 1,792,000 shares of Common Stock to the Company's treasury and the
issuance to LITCO of 500,000 shares of Common Stock and 1,000,000 each of the
Company's class A, B and C warrants in April 1994; (iii) a Form 4 reporting its
exercise of 6,000 class A warrants on July 14, 1995; (iv) a Form 4 reporting
its exercise of 14,000 class A warrants on November 20, 1995; and (v) a Form 5
for each of the Company's 1992, 1994 and 1995 fiscal years reporting the
transactions listed above that were not reported during the time periods
required under the Exchange Act.
Glenn A. Little, an officer and director of the Company, is an
officer, director and principal shareholder of LITCO and therefore was required
under the Exchange Act and failed to file the reports regarding the
transactions set forth in subparagraphs (ii) through (v) above.
Patricia de Little, a director of the Company, failed to file the
following reports: (i) a Form 3 when she became a director of the Company in
November 1993; (ii) a Form 4 reporting LITCO's return of 1,792,000 shares of
Common Stock to the Company's treasury and the issuance to LITCO of 500,000
shares of Common Stock and 1,000,000 each of the Company's class A, B and C
warrants in April 1994; (iii) a Form 4 reporting LITCO's exercise of 6,000
class A warrants on July 14, 1995; (iv) a Form 4 reporting LITCO's exercise of
14,000 class A warrants on November 20, 1995; and (v) a Form 5 for each of the
Company's 1994 and 1995 fiscal years reporting the transactions listed above
that were not reported during the time periods required under the Exchange Act.
Matthew Blair, an officer and director of the Company, failed to file
the following reports: (i) a Form 3 when he became a director of the Company in
May 1992; (ii) a Form 4 reporting his acquisition of 7,500 shares of Common
Stock in November 1995; and (iii) a Form 5 for each of the Company's 1993 and
1995 fiscal years reporting the transactions listed above that were not
reported during the time periods required under the Exchange Act.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those stated
above which are to be brought before the meeting. However, if any such other
matters should be presented for consideration and voting, it is the intention
of the persons named in the proxy to vote thereon in accordance with their
judgment.
ANNUAL REPORT
The Annual Report for the Company's fiscal year ended December 31,
1995 is being furnished with this Proxy Statement to shareholders of record as
of the Record Date. Such Annual Report does not constitute a part of the proxy
solicitation materials. The Company will provide to shareholders, at its own
expense, a copy of the Company's Annual Report on Form 10-K upon written
request to the Secretary of the Company at 211 West Wall Street, Midland, Texas
79701.
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AUDITORS
The Board of Directors of the Company has engaged the accounting firm
of Cheshier & Fuller, Inc. as independent auditors of the Company for the
fiscal year ended December 31, 1996. Cheshier & Fuller, Inc. also served as
the Company's independent auditors for the preceding fiscal year. The Company
does not anticipate that representatives of Cheshier & Fuller, Inc. will be
available at the Annual Meeting to make a statement or to respond to questions.
DATE OF RECEIPT OF PROPOSALS
Any shareholder who intends to present a proposal for consideration at
the Company's next Annual Meeting of Shareholders and wishes to have the
proposal included in the Company's Proxy Statement for that meeting must submit
the proposal to the Secretary of the Company no later than January 27, 1997.
All such proposals should be in compliance with applicable federal securities
law.
By Order of the Board of Directors,
/s/ MATTHEW BLAIR
Matthew Blair
Secretary
May 31, 1996
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NEWMAN COMMUNICATIONS CORPORATION
211 WEST WALL STREET, MIDLAND, TEXAS 79701
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints GLENN A. LITTLE and PATRICIA DE LITTLE and
each of them as proxies with power of substitution to vote all shares of Newman
Communications Corporation (the "Company") which the undersigned is entitled to
vote at an Annual Meeting of Shareholders on June 11, 1996, at the Company's
offices at 211 West Wall Street, Midland, Texas 79701, or any adjournment
thereof, with all the powers the undersigned would have if personally present as
specified, respecting the following matters described in the accompanying Proxy
Statement and, in their discretion, on other matters which come before such
meeting.
1. To ratify all corporate action taken by the Company's management from March
1992 to the present.
/ / FOR / / AGAINST / / ABSTAIN
2. To elect two directors to hold office for a term of three years or until
their respective successors have been duly elected and qualified.
/ / FOR the nominees listed below
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
/ / FOR ALL NOMINEES EXCEPT:
INSTRUCTIONS: To withhold authority to vote for (an) any individual(s), check
the third box and write in the name of the nominee(s) on this line.
_______________________________________________________________________________.
NOMINEES: GLENN A. LITTLE AND PATRICIA DE LITTLE
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
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This proxy will be voted in accordance with shareholder specifications.
Unless directed to the contrary, this proxy will be voted FOR each proposal and
in their discretion for any other matters coming before the meeting. A majority
(or if only one, then that one) of the proxies or substitutes acting at the
meeting may exercise the powers conferred herein. Receipt of accompanying Notice
of Meeting and Proxy Statement is hereby acknowledged.
Date: , 1996
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(Signature)
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(Please print your name)
(PLEASE SIGN NAME AS FULLY AND
EXACTLY AS IT APPEARS OPPOSITE. When
signing in a fiduciary or
representative capacity, please give
full title as such. When more than
one owner, each owner should sign.
Proxies executed by a corporation
should be signed in full corporate
name by duly authorized officer.)
PLEASE MARK, SIGN, DATE AND MAIL TO THE COMPANY AT THE ADDRESS STATED ABOVE.
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