SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant
Filed by the 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 ss 240.14a-11(c) or
ss 240.14a-12
PAK MAIL CENTERS OF AMERICA, 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 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which the 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:
(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>
PAK MAIL CENTERS OF AMERICA, INC.
3033 South Parker Road, Suite 1200
Aurora, Colorado 80014
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 17, 1997
NOTICE IS HEREBY GIVEN that an Annual Meeting of
Stockholders (the "Meeting") of Pak Mail Centers of
America, Inc., a Colorado corporation (the "Company"),
will be held at the offices of the Company, 3033 South
Parker Road, Suite 1200, Aurora, Colorado 80014 on
Tuesday, June 17, 1997, at 9:00 a.m. local time, for the
purpose of considering and voting upon proposals to:
(1) Elect five directors to serve until the next
Annual Meeting of Stockholders; and
(2) Transact such other business as may lawfully
come before the Meeting or any adjournment(s)
thereof.
Only stockholders of record at the close of business on
April 28, 1997, are entitled to notice of and to vote at
the Meeting, and at any adjournment thereof. A list of
the stockholders entitled to vote at the Meeting will be
kept at the Company's offices located at 3033 South
Parker Road, Suite 1200, Aurora, Colorado 80014 and will
be available for inspection on written demand by any
stockholder or his agent or attorney during regular
business hours and during the period available for
inspection as set forth in the Company's bylaws.
The enclosed Proxy is solicited by and on behalf of the
Board of Directors of the Company. All stockholders are
cordially invited to attend the Meeting in person.
Whether or not you plan to attend, please date, sign and
return the accompanying proxy in the enclosed return
envelope. Postage need not be affixed if mailed in the
United States. The giving of a proxy will not affect
your right to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
RAYMOND S. GOSHORN, SECRETARY
Aurora, Colorado
April 28, 1997
<PAGE>
PAK MAIL CENTERS OF AMERICA, INC.
3033 South Parker Road, Suite 1200
Aurora, Colorado 80014
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 17, 1997
This proxy statement ("Proxy Statement") is being
furnished in connection with the solicitation of proxies
by the Board of Directors of Pak Mail Centers of America,
Inc. (the "Company") to be used at the Annual Meeting of
Stockholders (the "Meeting") to be held at the offices of
the Company, 3033 South Parker Road, Suite 1200, Aurora,
Colorado 80014 on Tuesday, June 17, 1997, at 9:00 a.m.
local time, and at any adjournment thereof.
It is planned that this Proxy Statement and the
accompanying Proxy will be mailed to the Company's
stockholders on or about April 30, 1997.
Any person signing and mailing the enclosed Proxy may
revoke it at any time before it is voted by (i) giving
written notice of the revocation to the Company's
corporate secretary, at the Company's principal executive
offices; (ii) voting in person at the Meeting; or (iii)
voting again by submitting a new proxy card. The
principal executive offices of the Company are located at
3033 South Parker Road, Suite 1200, Aurora, Colorado
80014. Only the latest dated proxy card, including one
which a person may vote in person at the Meeting, will
count.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT
Voting rights at the meeting are vested in the
holders of the Company's $0.001 par value common stock
(the "Common Stock") with each share entitled to one
vote. Only holders of record of the Common Stock at the
close of business on April 28, 1997, are entitled to
notice of and to vote at the Meeting or any adjournments
thereof. On April 28, 1997, the Company had 2,989,483
shares of Common Stock outstanding.
Stockholders have cumulative voting rights in the
election of directors. Cumulative voting rights in the
election of directors allow the stockholder to cumulate
the stockholder's votes by multiplying the number of
votes the stockholder is entitled to cast by the number
of directors for whom the stockholder is entitled to vote
and casting the product for a single nominee or
distributing the product among two or more nominees.
The following table sets forth as of April 28, 1997,
the number of shares of the Company's outstanding Common
Stock beneficially owned by each of the Company's current
directors and executive officers, sets forth the number
of shares of the Company's Common Stock beneficially
owned by all of the Company's current directors and
executive officers as a group and sets forth the number
of shares of the Company's Common Stock owned by each
person who owned of record, or was known to own
beneficially, more than 5% of the Company's outstanding
shares of Common Stock:
Name of Director, Amount and Nature Percent of
Executive Officer or of Beneficial Class
Beneficial Owner Ownership(1)
J. S. Corcoran 1,000(2) (6)
701 Harger Road,
Suite 190
Oak Brook, Illinois 60521
Raymond S. Goshorn 1,000 (6)
3033 South Parker
Road, Suite 1200
Aurora, Colorado 80014
John W. Grant 800(3) (6)
701 Harger Road,
Suite 190
Oak Brook, Illinois 60521
F. Edward Gustafson 20,000(2)(4) (6)
701 Harger Road,
Suite 190
Oak Brook, Illinois 60521
John E. Kelly 12,000(5) (6)
3033 South Parker
Road, Suite 1200
Aurora, Colorado 80014
William F. White 2,000 (6)
701 Harger Road,
Suite 190
Oak Brook, Illinois 60521
P. Evan Lasky
3033 South Parker
Road, Suite 1200
Aurora, Colorado 80014
Tonya D. Sarina
3033 South Parker
Road, Suite 1200
Aurora, Colorado 80014
Alex Zai 112 (6)
3033 South Parker
Road, Suite 1200
Aurora, Colorado 80014
<PAGE>
Name of Director, Amount and Nature Percent of
Executive Officer or of Beneficial Class
Beneficial Owner Ownership(1)
All directors and 36,912(2) 1.2
executive
officers as a group
(9 persons)
Pak Mail Investment 1,800,000 60.2
Partnership, L.P.
701 Harger Road,
Suite 190
Oak Brook, Illinois 60521
Janie M. D'Addio 188,833 6.3(7)
610 Security
Manufacturing
Corporation
815 South Main Street
Grapevine, Texas 76051
____________________
(1) The beneficial owners listed have sole voting and
investment power with respect to the shares of Common
Stock unless otherwise indicated below.
(2) Excludes 1,800,000 shares of common stock owned by
Pak Mail Investment Partnership, L.P. ("PMIP"). Mr.
Corcoran and Mr. Gustafson are officers, directors
and shareholders of Wexford Corporation, which
exercises control over PMIP, and therefore may be
deemed to have the ability to vote or dispose of
securities owned by PMIP. Messrs. Corcoran and
Gustafson disclaim beneficial ownership of the shares
of common stock owned by PMIP.
(3) Shares owned jointly by Mr. Grant and his wife.
(4) Includes 6,000 shares of common stock owned by Mr.
Gustafson's children, for whom he acts as custodian.
(5) Excludes 8,000 shares of common stock that Mr. Kelly
has not yet purchased pursuant to a Stock Purchase
Agreement dated July 15, 1990.
(6) Less than 1%.
(7) Information with respect to Ms. D'Addio's common
stock is given to the best of the Company's
knowledge.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The present term of office of each director will
expire at the Meeting. The executive officers of the
Company are elected annually at the first meeting of the
Board of Directors held after each annual meeting of
stockholders. Each executive officer holds office until
his or her successor is duly elected and qualified or
until his or her resignation or until he or she shall be
removed in the manner provided by the Company's Bylaws.
The name, position with the Company, the age of each
director and executive officer, and the period during
which each has served are as follows:
Name and Position Age Director Principal
in the Company or Occupation
Officer During the Last
Since Five Years
John E. Kelly 56 September Executive officer
(President, Chief 1989 of the
Executive Officer Company since
and Director) September, 1989.
P. Evan Lasky 55 March, Executive officer
(Executive Vice 1988 of the
President and Company since
Chief Operating March, 1988.
Officer)
Raymond S. Goshorn 38 December Executive officer
(Chief Financial , 1988 of the
Officer, Company since
Treasurer, December, 1988.
Secretary)
Tonya D. Sarina 35 December Executive officer
(Vice President of , 1996 of the
Sales and Company since
Marketing) December 1996;
Marketing manager
of the Company
from March, 1991
through November,
1996.
Alex Zai 37 May, Executive officer
(Vice President of 1996 of the Company
Store Operations) since May, 1996;
director of store
operations since
April, 1994.
J. S. Corcoran 53 September, Self-employed as a
(Director) 1989 business consultant
since October, 1996.
Executive officer
of D.P. Kelly &
Associates L.P., a
firm offering management
services,
from November,
1988 to January,
1997; executive
officer of
Envirodyne
Industries, Inc.,
a manufacturer of
food packaging and
food service
supplies, from
June, 1989 to
March, 1996.
John W. Grant 72 September, Retired since
(Director) 1989 September, 1987.
F. Edward 55 September, Executive officer
Gustafson 1989 of D.P. Kelly &
(Director) Associates L.P., a
firm offering mangement
services,
since November,
1988; executive
officer of
Envirodyne Industries,
Inc., a
manufacturer of
food packaging and
food service
supplies, since
June, 1989;
director of
Envirodyne Industries,
Inc. since
December, 1993;
executive officer
of Viskase
Corporation, a
wholly-owned
subsidiary of
Envirodyne
Industries, Inc.,
from February,
1990 to
August, 1993.
William F. White 66 September, Executive officer
(Director) 1989 of Whitnell & Co.,
an investment
advisory firm,
since January,
1988; executive
officer of
Donegal, Inc., an
investment management
firm,
since January,
1991.
<PAGE>
J. S. Corcoran was an executive officer of Envirodyne
Industries, Inc. ("Envirodyne") until March, 1996 and F.
Edward Gustafson is an executive officer and a director
of Envirodyne. On January 7, 1993, Envirodyne and its
major domestic subsidiaries filed voluntary petitions
pursuant to Chapter 11 of the United States Bankruptcy
Code. On December 31, 1993, Envirodyne consummated a
plan of reorganization and emerged from bankruptcy.
The Company's Board of Directors held two meetings
during the Company's last fiscal year ended November 30,
1996. One of such meetings consisted of consent
directors minutes signed by all directors and one of such
meetings were actual meetings at which all of the
directors were present in person or by telephone. The
Board of Directors has no standing nominating or
compensation committees or committees performing similar
functions.
The Company has an audit committee. John W. Grant
and William F. White are the members of the audit
committee. The audit committee recommends to the Board
of Directors the engagement of independent accountants,
reviews with the accountants the audit and reviews the
Company's internal financial controls and auditing. The
audit committee held one meeting during the last fiscal
year ended November 30, 1996 in which both members were
present.
The Company purchases mailboxes from Security
Manufacturing Corporation ("Security") for resale to the
Company's franchisees. Security is controlled by Janie
M. D'Addio. During fiscal 1996 and fiscal 1995, the
Company made purchases in the total amounts of $64,300
and $90,120, respectively, from Security.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of the Forms 3, 4 and 5 and
amendments thereto furnished to the Company during its
most recent fiscal year, only Tonya D. Sarina and Alex
Zai, who became executive officers of the Company during
the fiscal year ended November 30, 1996, failed to file
on a timely basis. Ms. Sarina and Mr. Zai failed to
timely file their Forms 3 as required by Section 16(a) of
the Securities and Exchange Act of 1934, as amended.
COMPENSATION
The following table shows all cash compensation paid
by the Company for services rendered during the fiscal
years ended November 30, 1996, November 30, 1995 and
November 30, 1994 to John E. Kelly and P. Evan Lasky
(there were no other executive officers of the Company
whose annual salary and bonus exceeded $100,000) during
the fiscal year ended November 30, 1996.
SUMMARY COMPENSATION TABLE
Name and Annual Compensation Other
Principal Annual
Position Fiscal Year Salary Bonus Compensation
John E. 1996 $126,00 $33,600 $7,980
Kelly 1995 $120,00 $21,895(1) $7,980(2)
President 1994 $114,60 $32,151(1) $7,980(2)
and Chief
Executive
Officer
P. Evan Lasky 1996 $86,000 $16,583 -0-
Executive 1995 $80,500 $10,183 -0-
Vice 1994 $76,850 $12,035 -0-
President
and Chief
Operating
Officer
(1) The bonus was paid in the fiscal year indicated
but with respect to performance in the prior fiscal year.
(2) The amount for each of fiscal 1996, 1995 and 1994
consists of a $4,800 car allowance and $3,180 of country
club dues.
No options to purchase the Company's Common Stock
were granted to or exercised by John E. Kelly or P. Evan
Lasky during the Company's fiscal year ended November 30,
1996, and neither John E. Kelly or P. Evan Lasky owned
any options to purchase shares of the Company's Common
Stock at November 30, 1996.
Pursuant to a Stock Purchase Agreement dated as of
July 15, 1990 (the "Stock Purchase Agreement"), the
Company has agreed to issue and sell, and Mr. Kelly has
agreed to purchase, 4,000 shares of the Company's common
stock at a price of $2.75 per share on July 15 of each of
the years 1990 through 1994. To date, with the most
recent purchase in December 1992, Mr. Kelly has
purchased 12,000 shares under the Stock Purchase
Agreement at an aggregate price of $33,000.
Members of the Board of Directors, other than members
who are also officers of the Company, are entitled to
receive a fee of $2,000 per year and $250 for each
attended meeting of the Board of Directors. In practice,
the Company has not paid directors' fees.
<PAGE>
ACTIONS TO BE TAKEN AT MEETING
The Meeting is called by the Board of Directors of
the Company to consider and act upon the following
matters:
(1) The election of five directors of the Company;
and
(2) Such other matters as may properly come before
the Meeting or any adjournment thereof.
The holders of a majority of the outstanding shares
of Common Stock of the Company, present at the Meeting in
person or represented by proxy, shall constitute a
quorum. If a quorum is present, directors are elected by
a plurality of the vote, i.e., the candidates receiving
the highest number of votes cast in favor of their
election will be elected to the Board of Directors. As
to all other matters voted on at the Meeting, if a quorum
is present, the affirmative vote of a majority of the
shares entitled to vote at the Meeting shall be the act
of the shareholders. Where brokers have not received any
instruction from their clients on how to vote on a
particular proposal, brokers are permitted to vote on
routine proposals but not on nonroutine matters. The
absence of votes on nonroutine matters are "broker
nonvotes." Abstentions and broker nonvotes will be
counted as present for purposes of establishing a quorum,
but will have no effect on the election of directors.
There are no dissenter's rights applicable to the
election of directors. Abstentions and broker nonvotes
on proposals other than the election of directors, if
any, will be counted as present for purposes of the
proposal and will have the effect of a vote against the
proposal.
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
The number of directors on the Company's Board of
Directors has been established by the bylaws of the
Company and by resolution of the Board of Directors as
five directors.
The persons named in the enclosed form of Proxy will
vote the shares represented by Proxies received by them
for the election of the five nominees for director named
below. If, at the time of the Meeting, any of these
nominees shall become unavailable for any reason, which
event is not expected to occur, the persons entitled to
vote the Proxies will vote for such substitute nominee or
nominees, if any, as they determine in their sole
discretion. If elected, Messrs. J. S. Corcoran, John W.
Grant, F. Edward Gustafson, John E. Kelly and William F.
White will hold office until the annual meeting of
stockholders or until their successors are duly elected
or appointed. The nominees for director, each of whom
has consented to serve if elected, are as follows:
Name of Director Age Principal Occupation
Nominee Since for Last Five Years
J. S. 1989 53 Executive officer of D. P.
Corcoran Kelly & Associates L.P., a
firm offering management
services, since November,
1988; executive officer of
Envirodyne Industries,
Inc., a manufacturer of
food packaging and food
service supplies, since
June, 1989.
John W. Grant 1989 71 Retired since September,
1987; Group President of
Beatrice U.S. Food Corp.,
a food manufacturer and
distributor, from July,
1985 to September, 1987.
F. Edward 1989 54 Executive officer of D. P.
Gustafson Kelly & Associates L.P., a
firm offering management
services, since November,
1988; executive officer
since June, 1989, and a
director since December,
1993, of Envirodyne
Industries, Inc., a
manufacturer of food
packaging and food service
supplies; executive
officer of Viskase
Corporation, a wholly-
owned subsidiary of
Envirodyne Industries,
Inc., from February, 1990
to August, 1994.
John E. Kelly 1989 55 Executive officer of the
Company since September,
1989.
William F. 1989 65 Executive officer of
White Whitnell & Co., an
investment advisory firm,
since January, 1988;
executive officer of
Donegal, Inc., an
investment management
firm, since January, 1991.
<PAGE>
THE BOARD RECOMMENDS A VOTE IN FAVOR OF THE ELECTION
OF THE NOMINEES.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's principal independent public
accountants for the fiscal year ended November 30, 1996,
were Erhardt, Keefe, Steiner & Hottman, P.C. The Board
of Directors has not met to select the principal
independent public accountants for the fiscal year ended
November 30, 1997, although it is anticipated that
Erhardt, Keefe, Steiner & Hottman, P.C. will be selected
as the Company's principal independent public accountants
for the fiscal year ended November 30, 1997.
Representatives of Erhardt, Keefe, Steiner & Hottman,
P.C. are expected to be present at the meeting, have an
opportunity to make a statement if they desire to do so
and to be available to respond to appropriate questions.
1996 ANNUAL REPORT TO STOCKHOLDERS
Included with this Proxy Statement is the Company's
1996 Annual Report to Stockholders which contains the
Company's annual report on Form 10-KSB for the fiscal
year ended November 30, 1996. The Company will provide,
without charge, to each person solicited upon written
request, an additional copy of the Company's annual
report on Form 10-KSB for the fiscal year ended November
30, 1996 as required to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended. For additional copies please
write Mr. Raymond Goshorn, Secretary of the Company, at
3033 South Parker Road, Suite 1200, Aurora, Colorado
80014.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at
the next annual meeting of the Company's stockholders
must be received by the Company by February 18, 1998 to
be considered for inclusion in the proxy statement and
form of proxy relating to the next annual meeting.
SOLICITATION OF PROXIES
The cost of soliciting proxies, including the cost of
preparing, assembling and mailing this proxy material to
stockholders, will be borne by the Company.
Solicitations will be made only by use of the mails,
except that, if necessary to obtain a quorum, officers
and regular employees of the Company may make
solicitations of proxies by telephone or electronic
facsimile or by personal calls. Brokerage houses,
custodians, nominees and fiduciaries will be requested to
forward the proxy soliciting material to the beneficial
owners of the Company's shares held of record by such
persons and the Company will reimburse them for their
charges and expenses in this connection.
OTHER BUSINESS
The Company's Board of Directors does not know of any
matters to be presented at the Meeting other than the
matters set forth herein. If any other business should
come before the Meeting, the persons named in the
enclosed form of Proxy will vote such Proxy according to
their judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
RAYMOND J. GOSHORN, SECRETARY
Aurora, Colorado
April 28, 1997
<PAGE>
PROXY
PAK MAIL CENTERS OF AMERICA, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 17, 1997
The undersigned hereby constitutes and appoints John Kelly,
P. Evan Lasky and Raymond Goshorn, and each of them, the true and
lawful attorneys and proxies of the undersigned with full power
of substitution and appointment, for and in the name, place and
stead of the undersigned, to act for and to vote all of the
undersigned's shares of $0.001 par value common stock of Pak Mail
Centers of America, Inc. ("Company") at the Annual Meeting of
Stockholders (the "Meeting") to be held at the offices of the
Company, 3033 South Parker Road, Suite 1200, Aurora, Colorado
80014, on Tuesday, June 17, 1997, at 9:00 a.m. Mountain Time, and
at all adjournments thereof for the following purposes:
1. Election of Directors.
[ ] FOR THE DIRECTOR NOMINEES LISTED [ ] WITHHOLD AUTHORITY TO
BELOW (EXCEPT AS MARKED TO THE VOTE FOR ALL
CONTRARY BELOW) NOMINEES LISTED BELOW
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME
IN THE LIST BELOW.
J. S. Corcoran John W. Grant
F. Edward Gustafson John E. Kelly
William F. White
2. In their discretion, the Proxies are authorized to vote upon
such other business as lawfully may come before the Meeting.
The undersigned hereby revokes any proxies as to said shares
heretofore given by the undersigned and ratifies and confirms all
that said attorneys and proxies lawfully may do by virtue hereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
SPECIFIED. IF NO SPECIFICATION IS MADE, THEN THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING FOR
ELECTION OF THE NOMINEES FOR DIRECTOR AS SELECTED BY THE BOARD
OF DIRECTORS.
It is understood that this proxy confers discretionary
authority in respect to matters not known or determined at the
time of the mailing of the Notice of Annual Meeting of
Stockholders to the undersigned. The proxies and attorneys
intend to vote the shares represented by this proxy on such
matters, if any, as determined by the Board of Directors.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders and the Proxy Statement and Annual
Report to Stockholders furnished therewith.
Dated and Signed:
_____________, 1997
__________________________________________
_________________________________________
Signature(s) should agree with the name(s)
stenciled hereon. Executors, administrators,
trustees, guardians and attorneys
should so indicate when signing.
Attorneys should submit powers of
attorney.
