<PAGE>
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Material
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
[ ] Confidential Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
GALLERY OF HISTORY, INC.
(Name of Registrant as Specified In Its Charter)
GALLERY OF HISTORY, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
__________________________________________________________________
2) Aggregate number of securities to which transaction applies:
__________________________________________________________________
3) Per unit 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:_______________________________________________________
Notes:
<PAGE>
GALLERY OF HISTORY, INC.
3601 West Sahara Avenue
Promenade Suite
Las Vegas, Nevada 89102-5822
----------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------------------------------
TO THE STOCKHOLDERS OF
GALLERY OF HISTORY, INC.:
The Annual Meeting of Stockholders of the Gallery of History, Inc.
(the "Company") will be held at the Company's office, 3601 West Sahara Avenue,
Promenade Suite, Las Vegas, Nevada 89102-5822 on July 14, 1995 at 9:00 a.m.
local time for the following purposes:
1. To elect seven directors to serve until the next annual meeting of
the stockholders;
2. To approve the appointment of Arthur Andersen & Co., as the Company's
independent auditors for the fiscal year ending September 30, 1995; and
3. To transact such other business as may properly come before the
meeting and any adjournment thereof.
All of the above matters are more fully described in the accompanying
Proxy Statement.
Stockholders of Common Stock of the Company of record at the close of
business on May 26, 1995 will be entitled to vote at the meeting or any
adjournment thereof.
By order of the Board of Directors,
TODD M. AXELROD
TODD M. AXELROD,
Chairman of the Board
June 9, 1995
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
NEEDS NO POSTAGE IF MAILED WITHIN THE UNITED STATES. THE PROXY MAY BE
REVOKED IN WRITING PRIOR TO THE MEETING, OR IF YOU ATTEND THE MEETING, YOU
MAY REVOKE THE PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE>
GALLERY OF HISTORY, INC.
3601 West Sahara Avenue
Promenade Suite
Las Vegas, Nevada 89102-5822
-------------------
PROXY STATEMENT
-------------------
The Board of Directors presents this Proxy Statement to all stockholders
and solicits their proxies for the Annual Meeting of Stockholders to be held
July 14, 1995 and any adjournment thereof (the "Meeting"). The purposes for
which the Meeting is to be held are set forth in the Notice of Meeting on the
preceding page.
All proxies duly executed and received will be voted on all matters
presented at the Meeting in accordance with the instructions given by such
proxies. In the absence of specific instructions, proxies so received will be
voted for the named nominees for election to the Company's Board of Directors
and for the appointment of Arthur Andersen & Co., as the Company's independent
public accountants. The Board of Directors does not anticipate that any of its
nominees will be unavailable for election and does not know of any other
matters that may be brought before the Meeting. In the event that any other
matter should come before the Meeting or any nominee is not available for
election, the persons named in the enclosed proxy will have discretionary
authority to vote all proxies not marked to the contrary with respect to such
matter in accordance with their best judgment. A proxy may be revoked by
delivering a written notice of revocation to the principal office of the
Company or in person at the Meeting at any time prior to the voting thereof.
Directors will be elected by a majority of the votes cast for or against.
Shares represented by a proxy marked for abstention on a proposal will be
counted as represented at the meeting with respect to such proposal, but will
not be voted for or against the proposal. The effect of marking a proxy for
abstention, however, is the same as marking it against the proposal. Shares
registered in the name of a broker will be counted as represented at the
Meeting only for proposals as to which the broker's proxy gives voting
directions. The Company will pay the entire expense of soliciting these
proxies, which solicitation will be by use of the mails, such mailing to take
place on or about June 9, 1995.
There were 5,917,654 shares of Common Stock of the Company outstanding as
of May 26, 1995. The Common Stock is the only class of securities of the
Company entitled to vote. Each share has one vote. Only stockholders of
record as of the close of business on May 26, 1995 will be entitled to vote.
A list of stockholders entitled to vote at the Meeting will be available at
the Company's office, 3601 West Sahara Avenue, Promenade Suite, Las Vegas,
Nevada, for a period of ten days prior to the meeting for examination by any
stockholder.
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, seven directors are to be elected for the ensuing
year and until their successors are duly elected and qualified. If, at the
time of election, any of the nominees should be unavailable for election, a
circumstance which is not expected by the Company, it is intended that the
proxies will be voted for such substitute nominee as may be selected by the
Company. Proxies not marked to the contrary will be voted for the election of
the following seven persons, all of whom are standing for re-election except
Pamela Axelrod.
<TABLE>
<CAPTION>
Year First
Position(s) with Became a
Name Age the Company Director
- ------------------- --- ------------------------ ----------
<S> <C> <C> <C>
Todd M. Axelrod 45 President and Chairman 1981
of the Board of Directors
John M. Petersen 66 Director 1983
Rod R. Lynam 46 Treasurer/Assistant 1984
Secretary and Director
Marc DuCharme 42 Senior Vice President and 1989
Director
H. Stan Johnson 40 Secretary and Director 1989
Garrett Williams 52 Senior Vice President and 1991
Director
Pamela Axelrod 40 Executive Vice President --
</TABLE>
Larry Crisp, age 42, is a Vice President of the Company who is the only
executive officers of the Company not listed above. Each officer of the
Company, including those who are also nominees to the Board, will hold office
until a successor has been elected by the Board.
Todd M. Axelrod has been Chairman of the Board of Directors and President
of the Company since its inception in November 1981. He devotes his full
business time to the Company's affairs. Mr. Axelrod has been a private
collector of valuable historical documents since 1958. Mr. Axelrod authored
a book entitled The Handbook of Historical Documents -- A Guide to Owning
History, which is being sold in the Company's galleries.
John M. Petersen has been President of Erie Family Life Insurance Company,
Erie, Pennsylvania, since August 1982, a Director since May 1980, was Treasurer
from May 1967 to September 1993 and has been Chief Executive Officer since
September 1993. He has been President of Erie Indemnity Company since November
1990, was Executive Vice-President from August 1982 to November 1990, was
Treasurer from March 1964 to September 1993, has been a Director since November
1979 and has been Chief Executive Officer since September 1993. Mr. Petersen
has been President of Erie Insurance Company since November 1990, was Executive
Vice-President from August 1982 to November 1990, was Treasurer from September
1972 to September 1993, has been a Director since 1980 and has been Chief
Executive Officer since September 1993. Mr. Petersen has been a Director of
<PAGE>
Spectrum Control, Inc., a manufacturer of filters for the electronics industry,
since 1970.
Rod Lynam has been Treasurer and Chief Financial Officer of the Company
since September 1984.
Marc DuCharme has been a Vice President since 1989 and served as the
Director of Framing since July 1985.
H. Stan Johnson is a practicing attorney and has been a member of the law
firm of Cohen, Lee & Johnson, Las Vegas, Nevada for more than the past five
years.
Garrett Williams has been a Vice President since 1989 and has served as
Executive Assistant to the President since November 1988. From 1985 to 1986,
he was a curator for the Company.
Pamela Axelrod, the wife of Mr. Axelrod, has been a Vice-President since
1992 and served as the Manager of the Las Vegas Fashion Show gallery since
March 1984.
Larry Crisp joined the Company in 1989 as a computer manager and became a
Vice-President in 1991.
Management recommends that the stockholders vote "FOR" the nominees for
directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information, as of May 1, 1995,
pertaining to ownership of the Company's Common Stock by those persons, known
to the Company, to be the beneficial and record owners of more than five
percent of the Common Stock of the Company, by each director and nominee of
the Company and by all officers and directors of the Company as a group:
<TABLE>
<CAPTION>
Name of Beneficial Number of Percent
Holder (1) (2) Shares of Class
---------------------------------------- --------- --------
<S> <C> <C>
Todd M. Axelrod (3)(4)(8) 4,773,632 80.7%
Ethelmae Haldan, as Trustee of the Ethelmae 2,722,220 46.0%
Stuart Haldan Trust dated 3/30/87 (3)
P. O. Box 85377
Carefree, AZ 85377
John M. Petersen (5) 178,475 3.0%
Rod Lynam 105 (6)
H. Stan Johnson (7) 37,000 (6)
Pamela Axelrod (8) 2,051,412 34.7%
<PAGE>
Name of Beneficial Number of Percent
Holder (1) (2) Shares of Class
---------------------------------------- --------- --------
<S> <C> <C>
Gerald Newman (9) 531,500 8.5%
Seabreeze Lane
Amagansette, NY 10093
All officers and directors 4,989,212 82.6%
as a group (5 persons) (10)
</TABLE>
(1) The address of each director and nominee, except where otherwise
indicated is: c/o Gallery of History, Inc., 3601 West Sahara Avenue,
Promenade Suite, Las Vegas, Nevada 89102-5822.
(2) Except as otherwise noted below, the individuals referred to above
have sole voting and investment power in regard to their Common Stock.
(3) Mr Axelrod has been appointed proxy with full power of substitution,
to vote all of the 2,722,220 shares held by Ethelmae Haldan, as Trustee of the
Ethelmae Stuart Haldan Trust dated March 30, 1987 ("the Trust") and to give
all consents on all matters that such shares may be entitled to be voted at
any meeting of the stockholders of the Company or under any other circumstance
where a vote or consent of stockholders is required. In consideration of
receiving such proxy, Mr. Axelrod has agreed to continue his employment as
president of the Company.
(4) Includes 2,722,220 shares of Common Stock owned of record and
beneficially by the Trust, for which Mr. Axelrod had been appointed proxy (as
discussed in Note (3) above). Includes 1,029,511 shares of Common Stock owned
of record and beneficially by Pamela Axelrod, Mr. Axelrod's wife, for which Mr.
Axelrod has been appointed proxy (as discussed in Note (8) below). Excludes
81,302 shares of Common Stock owned of record and beneficially by Ruth
Canvasser, Mr. Axelrod's mother, as to which Mr. Axelrod disclaims beneficial
ownership.
(5) Includes 94,400 shares issuable upon exercise of currently
exercisable options.
(6) Less than 1%.
(7) Includes 25,000 shares issuable upon exercise of currently
exercisable options.
(8) Pamela Axelrod has appointed Todd Axelrod her proxy with full power
of substitution, to vote all of her 1,029,511 shares and to give all consents
on all matters that Mrs. Axelrod may be entitled to vote or consent to at any
meeting of the stockholders of the Company or under any other circumstance
where a vote or consent of stockholders is required. Includes 1,021,901
shares held by Todd Axelrod, as to which Pamela Axelrod disclaims beneficial
ownership (see Note (4) above).
(9) Includes 335,000 shares issuable upon exercise of currently
exercisable options.
(10) Includes 119,400 shares issuable upon exercise of currently
exercisable options granted to Officers and Directors, as described in the
preceding footnotes.
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND
INFORMATION REGARDING COMMITTEES
The Board of Directors held one meeting during the fiscal year ended
September 30, 1994. All directors attended such meetings. The Board of
Directors has a Compensation Committee, consisting of Todd M. Axelrod
(Chairman) and John M. Petersen. The Compensation Committee did not meet
during the fiscal year ended September 30, 1994. Among its duties is to
recommend to the Board of Directors the issuance of stock options. The
Company does not have any other standing committees.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth information
concerning the annual and long-term compensation for services in all
capacities to the Company for the fiscal years ended September 30, 1994, 1993
and 1992, of those persons who were, at September 30, 1994 (i) the chief
executive officer and (ii) the other most highly compensated executive
officers of the Company, whose annual base salary and bonus compensation was
in excess of $100,000.
<TABLE>
<CAPTION>
Name and Principal Fiscal Annual Compensation
Position Year Salary Bonus
______________________ _____ ________ _______
<S> <C> <C> <C>
Todd M. Axelrod 1994 $200,000
President and Chief 1993 188,876 50,000(1)
Executive Officer 1992 156,512 20,000(2)
</TABLE>
(1) Includes deferred bonus in the amount of $22,704 which was paid to Todd
M. Axelrod during December 1993.
(2) Includes deferred bonus in the amount of $20,000 which was paid to Todd
M. Axelrod during December 1992.
CERTAIN TRANSACTIONS
The Company sells for promotional purposes a book authored by Todd M.
Axelrod, the Company's President and Chairman of the Board. Books were
purchased in January 1992 from Nanna Corp., a company owned 50% by Mr. Axelrod
and 50% by Pamela Axelrod, Mr. Axelrod's wife, for a total purchase price of
$357,500, of which $283,720 was paid by the Company by issuing a note to Nanna
Corp., due April 1995, with interest at the prime rate. In April 1995, the
note was paid in full. The Company believes that such purchase price was
substantially comparable to what it would had to pay to an unrelated supplier.
The Company borrowed $135,000 in fiscal year 1992 and $185,260 in fiscal
year 1994 from Nanna Corp. The loans bear interest at the prime rate plus 2%
and are payable in installments of $6,000 a month. The current balance of the
<PAGE>
loans total $110,575. During fiscal years 1994, 1993 and 1992, the Company
borrowed $10,000, $30,000 and $60,000 in the respective years, from Ruth
Canvasser, Mr. Axelrod's mother. These loans bore interest at 8.5%. The 1992
loan has been paid during fiscal 1993, in part with an issuance of common stock
that resulted in a reduction of $15,000 in the principal of the note. The
remaining notes were paid in November 1994. In October 1993, the Company
borrowed $20,000 from Beth Ring, Mr. Axelrod's sister-in-law, which bore
interest at 8.5% and was paid in October 1994. In May 1994, the Company
borrowed $110,000 from Pamela Axelrod. This demand note has no repayment
schedule at this time but accrues interest at the prime rate plus 2%. The
proceeds from said loans have been utilized by the Company for working capital
purposes.
RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Co. has been selected as the Company's independent
auditors for the fiscal year ending September 30, 1995. Selection of
auditors is made by the Board of Directors subject to stockholder approval.
Arthur Andersen & Co. has no financial interest, either direct or indirect,
in the Company. A representative of Arthur Andersen & Co. is expected to
attend the Meeting and have an opportunity to make a statement and/or respond
to appropriate questions from stockholders.
Management recommends voting "FOR" the ratification of the appointment of
the auditors.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be
presented at the Company's next Annual Meeting, must be received by the
Company no later than February 8, 1996 in order that they may be included
in the proxy statement and form of proxy relating to that meeting. The
Securities and Exchange Commission has adopted regulations that govern the
inclusion of such proposals in the Company's annual proxy materials.
<PAGE>
THE COMPANY'S 1994 FORM 10-KSB ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION, EXCLUSIVE OF EXHIBITS, WILL BE MAILED WITHOUT CHARGE TO
ANY STOCKHOLDER ENTITLED TO VOTE AT THE MEETING, UPON WRITTEN REQUEST TO:
GALLERY OF HISTORY, INC., 3601 WEST SAHARA AVENUE, PROMENADE SUITE, LAS VEGAS,
NEVADA 89102-5822.
In addition to soliciting proxies by mail, the Company may make requests
for proxies by telephone, telegraph or messenger or by personal solicitation
by officers, directors, or employees of the Company, or by any one or more
of the foregoing means. The Company will also reimburse brokerage firms and
other nominees for their actual out-of-pocket expenses in forwarding proxy
materials to beneficial owners of the Company's shares. All expenses in
connection with such solicitation are to be paid by the Company.
By Order of the Board of Directors
TODD M. AXELROD
TODD M. AXELROD
Chairman of the Board
Dated: June 9, 1995
Las Vegas, Nevada
<PAGE>
GALLERY OF HISTORY, INC.
PROXY
Annual Meeting of Stockholders, July 14, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Todd M. Axelrod and Rod R. Lynam, each
with full power to act without the other, and with full power of substitution,
as the attorneys and proxies of the undersigned and hereby authorizes them to
represent and to vote, all the shares of Common Stock of Gallery of History,
Inc. that the undersigned would be entitled to vote, if personally present,
at the Annual Meeting of Stockholders to be held on July 14, 1995 or any
adjournment thereof, upon such business as may properly come before the
meeting, including the items set forth below.
1. ELECTION OF DIRECTORS FOR all nominees below WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) [ ] nominees below [ ]
NOMINEES: Todd M. Axelrod, John M. Petersen, Rod Lynam, Marc DuCharme
H. Stan Johnson, Garrett Williams and Pamela Axelrod.
INSTRUCTION: To withhold authority to vote for any individual nominee
write that nominee's name in the space provided below.
2. TO RATIFY SELECTION OF ARTHUR ANDERSEN & CO., AS CERTIFIED INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE 1995 FISCAL YEAR.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AS RECOMMENDED BY THE BOARD OF DIRECTORS.
Please sign exactly as name appears below. When 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: ______________________________, 1995
____________________________________
Signature
____________________________________
Signature if held jointly
(PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.)
