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SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14c of the
Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
( ) Preliminary Information Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
( X ) Definitive Information Statement
TM Century, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
( X ) No Fee Required
( ) Fee computed on table below per Exchange Act Rules 14c-5(g)
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:
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3)Per unit price or other underlying value of transaction completed
pursuant to Exchange Act Rule 0-11:
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4)Proposed maximum aggregate value of transaction:
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5)Total fee paid:
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( ) 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:
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<PAGE>
TM CENTURY, INC.
2002 ACADEMY
DALLAS, TX 75234
1997 INFORMATION STATEMENT
TO OUR STOCKHOLDERS:
The accompanying information is being provided by the Board of
Directors of TM Century, Inc., a Delaware corporation (the "Company"),
in connection with the election by the stockholders of the Company of
four directors to serve one-year terms and until their successors are
chosen and qualified.
The holders of 68.3% of the outstanding Common Stock of the Company
have agreed to execute a written consent (i) approving the election as
directors of the four nominees of the Board of Directors and (ii)
ratifying the Board's appointment of Deloitte & Touche, LLP as
independent public accountants of the Company for the fiscal year
ending September 30, 1997. Under Delaware law, such shares represent
a sufficient number of shares to ensure the election of such nominees
and such ratification without the vote or consent of any other
stockholder of the Company. Delaware statutes provide that any action
that is required to be taken, or that may be taken, at any annual or
special meeting of stockholders of a Delaware corporation may be
taken, without a meeting, without prior notice and without a vote, if
a written consent, setting forth the action taken, is signed by the
holders of outstanding stock having not less than the minimum number
of votes necessary to authorize such action.
Based on the foregoing, the Board of Directors of the Company has
determined not to call an annual meeting of stockholders, and no
annual meeting of stockholders of the Company will be held in 1997.
Because the election of the four nominees is assured, the Board
believes it would not be in the best interests of the Company and its
stockholders to incur the costs of holding an annual meeting or of
soliciting proxies or consents from additional stockholders in
connection with the election of directors. Stockholder ratification
of the appointment of independent public accountants is not required
by law or the Company's bylaws.
It is anticipated that the written consent of stockholders referred to
above will be executed on February 28, 1997. The Board of Directors
and management of the Company are not aware of any other action that
will be authorized in such consent.
Dallas, Texas
______________________ ____________________
February 7, 1997 Neil W. Sargent, President,
Chief Executive Officer
and Director
WE ARE NOT ASKING YOU FOR A PROXY OR WRITTEN CONSENT, AND YOU ARE
REQUESTED NOT TO SEND US A PROXY OR CONSENT.
<PAGE>
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
General
Certain information regarding the directors and executive officers of
the Company is set forth below. The Company's bylaws provide that the
number of directors shall be fixed from time to time by the Board of
Directors or by the stockholders. The Board of Directors currently
consists of four directors. All directors hold office until the next
annual meeting of the stockholders and until their successors have
been elected and qualified. Vacancies existing in the Board may be
filled by a majority vote of the remaining directors. Officers of the
Company serve at the discretion of the Board of Directors.
Officer/
Director
Name Age Position Since
Marjorie L. 71 Chairman of the August
McIntyre Board of 1990
Directors and
Consultant
A. Ann 63 Director August
Armstrong 1990
Donald E. 66 Director October
Latin 1990
Neil W. 65 President & CEO April
Sargent and Director 1995
Robert D. 39 Executive Vice May 1996
Graupner President
Robert F. 45 Vice President August
Shannon, Jr. 1990
Janette L. 32 Chief Accounting November
Williams Officer and 1995
Corporate
Secretary
Election of Directors
Under the Company's bylaws, the nominees for election as directors who
receive a plurality of the votes cast by stockholders are elected as
directors of the company. Cumulative voting with respect to the
election of directors is not permitted.
Section 228(a) of the Delaware General Corporation Law permits any
action that is required to be taken, or that may be taken, at any
<PAGE>
annual or special meeting of stockholders of a Delaware corporation to
be taken without a meeting, without prior notice and without a vote,
if a written consent, setting forth the action taken, is signed by the
holders of outstanding stock having not less than the minimum number
of votes necessary to authorize such action.
Each of the four current directors of the Company, Marjorie L.
McIntyre, A. Ann Armstrong, Donald E. Latin and Neil W. Sargent, has
been nominated by the Board of Directors for re-election. Each
nominee is expected to be elected by written consent of the holders of
a majority of the outstanding Common Stock of the Company to be
executed on February 28, 1997. Carol M. Long and A. Ann Armstrong, who
collectively hold 68.3% of the outstanding Common Stock of the Company
in their capacities as co-trustees of the Marjorie McIntyre Trust,
have agreed to execute such written consent. See "Voting Securities
and Principal Stockholders". Under Delaware law, such shares
represent a sufficient number of shares to ensure the election of all
nominees without the vote or consent of any other stockholder of the
Company. Pursuant to such consent, the directors will be elected to
serve until the next annual meeting of stockholders, and until their
successors have been elected and qualified. Each director has
consented to serve if elected.
No record date will be established, nor will the vote or consent of
any other stockholder be solicited, in connection with the execution
of such written consent.
Board of Directors and Committees
The Board of Directors held 12 meetings during fiscal 1996. Each
director attended at least 75% of the total number of meetings held by
the Board and each committee on which such director served. The
Company presently has a standing Audit Committee, of which Ms.
Armstrong and Mr. Latin are members, and Compensation Committee, of
which Ms. Armstrong, Mr. Latin and Mrs. McIntyre are members. The
Company does not have a standing Nominating Committee. The Audit
Committee, which is responsible for reviewing all financial
information distributed by the Company and coordinating with the
outside independent accounting firm as to the establishment of fees
for services, held one meeting during fiscal 1996. The Compensation
Committee, which is responsible for monitoring the Company's
compensation practices, held 2 meetings during fiscal 1996.
Business Experience of Directors and Executive Officers
Marjorie L. McIntyre was a founder of Century 21 Programming, Inc.
(Century 21), a company with which the Company merged in 1990, and
served as its Chairman of the Board of Directors from 1972 to 1990.
Mrs. McIntyre served as a consultant to Century 21 from July 1990
until its October 1990 merger with the Company, and has served as a
consultant to the Company since the merger. She was elected Chairman
of the Board of Directors of the Company in 1992. She is co-founder
of Home Interiors and Gifts, a Dallas-based home furnishings and
<PAGE>
accessories firm, having served as an officer and director from 1958
to 1973.
A. Ann Armstrong is a practicing attorney and has been admitted to the
State Bars in California in 1990, New York in 1980, and Texas in 1984.
Prior to establishing her private law practice in California in 1990,
she practiced law in New York from 1979 to 1981 with Donovan, Leisure,
Newton & Irvine and from 1981 through 1983 with Skadden, Arps, Slate,
Meagher & Flom, and in Texas from 1983 through 1989. Ms. Armstrong
is co-founder of Home Interiors and Gifts, a Dallas-based home
furnishings and accessories firm, and served as director from 1958
through 1963. Ms. Armstrong holds a Bachelors of Science in Accounting
from New York University magna cum laude, 1976, a Masters in Business
Administration in Finance from New York University with distinction,
1977, and a Juris Doctorate from Yale Law School, 1979.
Donald E. Latin is President of D. Latin & Company, Inc., a Dallas
based investment banking firm he founded in 1985. From 1983 to 1985,
he served as Executive Vice President and Chief Financial Officer of
Dallas Federal Savings and Loan Association. Prior thereto, he served
as Senior Vice President and Manager of the corporate finance
department of the investment banking firm of Rauscher Pierce Refsnes,
Inc. in Dallas. He also serves as a director of The Dwyer Group,
Inc., a publicly-owned company, and has previously served as a
director of several publicly-owned companies.
Neil W. Sargent, a 40 year veteran of the radio industry, joined the
Company as President and CEO in April 1995. From 1987 to 1995 he was
employed by Westwood One Radio Networks based in Valencia, California
(formerly known as Unistar which was formerly known as Transtar),
where he served as Senior Vice President of Affiliate Sales. Before
joining Westwood One he was President of Programming Consultants, Inc.
in Albuquerque, New Mexico. Mr. Sargent was elected as a director of
the Company in April 1995.
Robert D. Graupner, joined the Company as Executive Vice President in
May 1996. From 1990-1996 he was employed as Vice President and
General Manager of Midcontinent Media in Madison, Wisconsin where he
was responsible for the day-to-day operations of several radio
stations. Mr. Graupner has over 20 years experience in network radio
and program syndication, radio programming and managing radio
stations.
Robert F. Shannon, Jr. has served as Vice President of either the
Company or Century 21 for over 10 years. Mr. Shannon has over 15
years of prior experience as a disc jockey and program director for
radio stations in Boston, Dallas, and Phoenix and as owner of a radio
specials production company.
Janette L. Williams, C.P.A., joined the Company in June 1995 as
Controller, was promoted to Chief Accounting Officer in November 1995
and appointed Corporate Secretary in December 1995. She served as
Controller of Scientific Measurement Systems, Inc., also a publicly
held company, from November 1993 to November 1994. From 1987 to 1992,
she was employed with the international public accounting firm of
Deloitte & Touche, LLP in Dallas, Texas. She holds a Bachelor of
Science and Master of Science in Accounting from the University of
North Texas.
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more
than ten percent of the Company's Common Stock to file with the
Securities and Exchange Commission initial reports of ownership and
reports of changes in their ownership in the Company's Common Stock.
Executive officers, directors and greater than ten-percent
stockholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Based solely on a
review of the copies of such reports furnished to the Company and
written representations that no other reports were required, the
Company believes that, during the last fiscal year, all of the
Company's officers, directors, and greater than ten-percent beneficial
owners were in compliance with the Section 16(a) filing requirements
except as follows: for Janette L. Williams, the initial statement of
beneficial ownership of securities (Form 3), in which no transactions
were reported, was filed late.
EXECUTIVE COMPENSATION
The following tables present (1) compensation paid or accrued for
services rendered in all capacities to the Company by its Chief
Executive Officer (the "Named Executive Officer") for the fiscal year
ended September 30, 1996 and (2) certain information regarding option
values. No other executive officer met the minimum compensation
threshold of $100,000 for inclusion in the tables. No options were
granted to or exercised by the Named Executive Officer during the last
fiscal year.
Summary Compensation Table
Long Term
Annual Compensation Compensation
Awards
Securities All
Underlying Other
Name and Year Salary Bonus Options (#) Compensation
Principal ($) ($)
Position
Neil W. Sargent 1996 180,000 - -
President & CEO 1995 86,148 (1)- 100,000 -
(1) Salary from commencement of employment in April 1995.
<PAGE>
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
Number of Value of
Securities Unexercised
Underlying In-the-
Unexercised Money
Options
Shares Value Options at at FY-End (1)
Acquired Realized FY-End
Name on ($) (#) ($)
Exercis Exercisabl Exercisabl
e (#) e/ e/
Unexercisa Unexercisa
ble ble
Neil W. Sargent - - 35,000/65,000 -/-
(1) Options are in the money if the fair market value of the
underlying securities exceeds the exercise price of the option. There
were no in the money options at the end of fiscal year 1996. The
fair market value of the Company's Common Stock was $.75 per share on
September 30, 1996.
Compensation of Directors and Employment Contracts
In July 1996, the Company renewed, for an additional three-year term,
a consulting agreement with Mrs. McIntyre, which provides for annual
compensation of $120,000 and the performance by Mrs. McIntyre of up to
60 hours per month of consulting services to management. Pursuant to
this agreement, as renewed, Mrs. McIntyre agreed not to compete with
the Company during the term of the agreement.
In January 1995, the Company entered into a consulting agreement for a
three-year term with Carol M. Long which provides for annual
compensation of $60,000 and the performance of up to 140 hours per
month of consulting services to management. Pursuant to this
agreement, Mrs. Long agreed not to compete with the Company during the
term of the agreement. Mrs. Long is the daughter of Mrs. McIntyre and
was a director of the Company until October 9, 1995.
Mr. Latin and Ms. Armstrong, the Company's two nonemployee directors,
receive monthly fees of $2,000 and $1,500, respectively, for their
attendance at Board of Directors' and committee meetings and for
consulting services to the Company on an as-needed basis. For the
fiscal year ended September 30, 1996, Mr. Latin and Ms. Armstrong
received total fees of $24,000 and $18,000 respectively.
<PAGE>
For a period of five years beginning in December 1991, a Nonqualified
Stock Option covering 2,500 shares of Common Stock was granted each
December at an exercise price of $1.20 per share (the fair market
value of the Common Stock on December 3, 1991) under the Company's
1991 Long Term Performance Incentive Plan to each director who at the
time of grant was a member of the Compensation Committee and who was
not an employee or consultant of the Company. Mr. Latin and Ms.
Armstrong received such options each year commencing 1991 through
1995. Each such option has a term of ten years and vests with respect
to 20% of the shares covered thereby on the date of grant,
cumulatively with respect to an additional 30% of such shares on the
first anniversary of the grant date, and cumulatively with respect to
the remaining 50% of such shares on the second anniversary of the
grant date. Directors who are not members of the Compensation
Committee are eligible to be granted Incentive Stock Options or
Nonqualified Stock Options under the Plan at the discretion of the
Committee. Neil W. Sargent, President and CEO and a director of the
Company, was granted an Incentive Stock Option under the Plan covering
100,000 shares of Common Stock upon his election as an officer in
April 1995. The Committee did not grant any options to directors
during the fiscal year ended September 30, 1996.
In April 1995, the Company entered into a three-year employment
contract with Neil W. Sargent, President and CEO. The contract calls
for a base annual salary of $180,000 subject to upward adjustment in
the discretion of the Board or Compensation Committee, an automobile
allowance, and eligibility to participate in the Company's Bonus Plan
and an additional bonus plan designed to allow Mr. Sargent to earn
additional amounts based on the achievement of certain financial
targets. Pursuant to this agreement, Mr. Sargent has agreed not to
compete with the Company during the term of the agreement and for one
year thereafter.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche, LLP has been appointed by the Board of Directors to
serve as the Company's independent public accountants for the fiscal
year ending September 30, 1997. It is anticipated that such
appointment will be ratified pursuant to the written consent to be
executed by certain stockholders, as described on the first page of
this Information Statement and under the heading "Information
Concerning the Directors and Executive Officers - Election of
Directors."
<PAGE>
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The following table sets forth (a) beneficial ownership of the Common
Stock of each director of the Company, the Named Executive Officer,
all officers and directors as a group and each person known by the
Company to own beneficially more than 5% of the Common Stock of the
Company and (b) the percentage of outstanding Common Stock of the
Company owned by each of the foregoing as of December 31, 1996 except
as otherwise noted. Unless otherwise indicated, each person and the
members of the group have sole voting and investment power with
respect to the shares shown. As of December 31, 1996 there were
2,527,393 shares of Common Stock outstanding.
Number of Percent
Beneficially of Class
Name and Address Owned Shares
Marjorie L. McIntyre 1,755,000(1)(2) 69.4
2002 Academy
Dallas, TX 75234
Carol M. Long 1,725,750(1)(2) 68.3
2002 Academy
Dallas, TX 75234
A. Ann Armstrong 1,737,000(1)(2)(3) 68.4
21500 Armstrong Road
Grass Valley, CA 95949
Neil W. Sargent 55,000 (4) 2.2
2002 Academy
Dallas, TX 75234
Donald E. Latin 17,500 (5) *
600 N. Pearl St.,Ste. 2250
Dallas, TX 75201
A group, composed of 1,755,000(1)(2)(6) 69.4
Mrs. McIntyre (individually)
and Mrs. Long and Ms. Armstrong,
as Co-Trustees of the
Marjorie McIntyre Trust
(the Trust) created
by instrument dated
November 18, 1984 by
Marjorie L. McIntyre,
as Settlor
<PAGE>
All officers and 1,869,366 (7)
71.5
directors as a
group (8 persons)
* less than 1%
(1) Includes 1,725,750 shares held by the Trust, which is irrevocable,
of which Mrs. Long, and Mrs. Long's children are co-income beneficiaries;
Mrs. Long's descendants are remainder beneficiaries; and Mrs. Long
and Ms. Armstrong are co-Trustees. Mrs. Long and Ms. Armstrong must
act unanimously to vote or dispose of shares held by the Trust.
Disclosures in this Information Statement regarding the Trust and its
holdings are based on information granted to the Company by the trustees.
(2) For purposes of Section 16 of the Securities Exchange Act of 1934,
as amended, Mrs. McIntyre disclaims beneficial ownership of the shares
held by Ms. Armstrong and the Trust, respectively; Mrs. Long disclaims
beneficial ownership of the shares held by Mrs. McIntyre, Ms. Armstrong,
and the Trust, respectively, except to the extent of her indirect
beneficial interest, as co-beneficiary of the Trust, in the shares held
by the Trust; and Ms. Armstrong disclaims beneficial ownership of the
shares held by Mrs. McIntyre and the Trust, respectively.
(3) Includes 11,250 shares that Ms. Armstrong has the right to acquire
pursuant to presently exercisable nonqualified stock options.
(4) Includes 35,000 shares that Mr. Sargent has the right to acquire
pursuant to presently exercisable incentive stock options.
(5) Includes 11,250 shares that Mr. Latin has the right to acquire
pursuant to presently exercisable nonqualified stock options.
(6) Mrs. Long and Ms. Armstrong, as co-Trustees of the Trust, and Mrs.
McIntyre have informally agreed to consult with one another from time
to time to determine, on a case-by-case basis, whether they will act
as a group with respect to voting or disposing of the shares
respectively held by them. See "Information Concerning the Directors
and Executive Officers - Election of Directors" for a discussion of an
agreement relating to the election of directors to which this
Information Statement relates.
(7) Includes 87,375 shares and 22,500 shares that the officers and
directors have the right to acquire pursuant to presently exercisable
incentive stock options and nonqualified stock options, respectively.
Each share of Common Stock is entitled to one vote on each matter
presented to the stockholders of the Company.
<PAGE>
A copy of the Company's Annual Report to Stockholders is being mailed
to the stockholders with this Information Statement. The Company's
Annual Report to Stockholders contains financial statements as of
September 30, 1996 and 1995 and for each of the fiscal periods ended
September 30, 1996, 1995, and 1994. A copy of the Company's 1996
Annual Report on Form 10-KSB is available to each stockholder without
charge by writing to Shareholder Relations, TM Century, Inc., 2002
Academy, Dallas, TX 75234.
By Order of the Board of Directors,
_____________________________
Neil W. Sargent
President and Chief Executive Officer
Dallas, Texas
February 7, 1997
