<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 offices, 3601 West Sahara
Avenue, Promenade Suite, Las Vegas, Nevada 89102-5822 on June 24, 1996
at 9:00 a.m. local time for the following purposes:
1. To elect five directors to serve until the next annual meeting of
the stockholders;
2. To approve the appointment of Arthur Andersen LLP, as the
Company's independent auditors for the fiscal year ending
September 30, 1996; 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 17, 1996 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
May 23, 1996
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
June 24, 1996 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 LLP, 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 May 23, 1996.
There were 5,917,654 shares of Common Stock of the Company outstanding as of
May 17, 1996. 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 17, 1996 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, five 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 five persons, all of whom are standing for re-election.
<TABLE>
<CAPTION>
Year First
Position(s) with Became a
Name Age the Company Director
- ------------------ --- ------------------------- ----------
<S> <C> <C> <C>
Todd M. Axelrod 46 President and Chairman 1981
of the Board of Directors
Rod R. Lynam 47 Treasurer/Assistant 1984
Secretary and Director
Marc DuCharme 43 Senior Vice President and 1989
Director
H. Stan Johnson 41 Secretary and Director 1989
Pamela Axelrod 41 Executive Vice President 1995
</TABLE>
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 1968. 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.
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, Johnson, & Day, Las Vegas, Nevada for more than the past
five years.
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 from
June 1984 to April 1996. She has served as Executive Assistant to the President
from April 1996.
<PAGE>
Garrett Williams, age 53, is a Senior Vice-President of the Company
since 1989 who is the only executive officer of the Company not listed above.
He has served as Executive Assistant to the President from November 1988 to
April 1996 and has been a director of the Company from 1991 to 1996. He has
served as the Manager of the Las Vegas Fashion Show gallery since April 1996.
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, 1996,
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) 4,718,632 79.7%
Ethelmae Haldan, as Trustee of the Ethelmae 2,667,220 45.1%
Stuart Haldan Trust dated 3/30/87 (3)
P. O. Box 3666
Carefree, AZ 85377
Rod Lynam 105 (5)
H. Stan Johnson (6) 37,000 (5)
Pamela Axelrod (7) 2,051,412 34.7%
Gerald Newman (8) 531,500 8.5%
Seabreeze Lane
Amagansette, NY 10093
Elliott Associates, L.P. (9) 434,792 7.3%
712 Fifth Avenue, 36th Floor
New York, NY 10019
Westgate International, L.P. (9) 434,792 7.3%
% Midland Bank Trust Corporation
P.O. Box 1109, Mary Street
Grand Cayman, Cayman Islands,
British West Indies
Martley International, Inc. (9) 434,792 7.3%
222 Cedar Lane, Suite 111
Teaneck, NJ 07666
<PAGE>
Name of Beneficial Number of Percent
Holder (1) (2) Shares of Class
-------------------------------------------- --------- --------
<S> <C> <C>
All officers and directors 4,755,737 80.0%
as a group (4 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 2,667,220 shares held by Ethelmae Haldan, as Trustee
of the Ethelmae Stuart Haldan Trust dated 3/30/87 ("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 2,667,220 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 (7) 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) Less than 1%.
(6) Includes 25,000 shares issuable upon exercise of currently exercisable
options.
(7) 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).
(8) Includes 335,000 shares issuable upon exercise of currently exercisable
options.
(9) According to a Schedule 13D dated April 15, 1996 received by the
Company, Elliott Associates, L.P., a Delaware limited partnership
("Elliott"), owns 284,692 shares, Westgate International, L.P., a
Cayman Island limited partnership ("Westgate") owns 75,050 shares and
Martley International, Inc., a Delaware corporation ("Martley") owns
75,050. The above listed companies have indicated in the Schedule 13D
<PAGE>
that they constitute a "group" as defined in Rule 13d-5(b)(1) with
respect to their beneficial ownership of the Common Stock.
(10) Includes 25,000 shares issuable upon exercise of currently exercisable
options granted to Officers and Directors, as described in footnote (6).
MEETINGS OF THE BOARD OF DIRECTORS AND
INFORMATION REGARDING COMMITTEES
The Board of Directors held one meeting during the fiscal year ended
September 30, 1995. All directors attended such meeting. An Audit Committee
was formed consisting of H. Stan Johnson. In addition, the Board of Directors
has a Compensation Committee, consisting of Todd M. Axelrod. The Compensation
Committee did not meet during the fiscal year ended September 30, 1995. 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, 1995, 1994 and 1993, of
those persons who were, at September 30, 1995 (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 1995 $133,230 $25,000(1)
President and Chief 1994 200,000
Executive Officer 1993 188,876 50,000(2)
Pamela R. Axelrod 1995 $131,042 $50,000(3)
Executive Vice-President 1994 (4)
1993 (4)
</TABLE>
(1) Accrued bonus earned not yet paid.
(2) Includes deferred bonus in the amount of $22,704 which was paid to Todd M.
Axelrod during December 1993.
(3) Includes deferred bonus in the amount of $25,000 which was paid to Pamela
R. Axelrod during September 1995 and $25,000 accrued bonus of which
$14,398 has not yet been paid.
(4) Less than $100,000.
<PAGE>
During the three year period ended September 30, 1995 the Company did
not grant any stock options or stock appreciation rights to any of the named
executive officers of the Company. In October 1989, the Company granted Mrs.
Axelrod 7,500 employee stock options which were exercised October 1994 at
$2.50 per share:
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED SEPTEMBER 30,
1995 AND YEAR END OPTION/SAR VALUES
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at 9/30/95 at 9/30/95
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
______________ ___________ ______________ _____________ _____________
<S> <C> <C> <C> <C>
Pamela Axelrod 7,500 $11,250 None None
</TABLE>
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. In April 1996, the
loans were paid in full. During fiscal years 1994 and 1993, the Company
borrowed an aggregate $40,000 from Ruth Canvasser, Mr. Axelrod's mother. The
loans bore interest at 8.5% and were paid in full in fiscal 1995. 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 full during fiscal 1995. In May
1994, the Company borrowed $110,000 from Pamela Axelrod. During fiscal 1995,
Mrs. Axelrod exercised 7,500 employee stock options at $2.50 a share reducing
the loan balance by $18,750. Mrs. Axelrod purchased a document from the
Company during fiscal 1995 reducing the loan balance by $747.93. 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.
<PAGE>
RATIFICATION OF APPOINTMENT
OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has been selected as the Company's independent
auditors for the fiscal year ending September 30, 1996. Selection of auditors
is made by the Board of Directors subject to stockholder approval. Arthur
Andersen LLP has no financial interest, either direct or indirect, in the
Company. A representative of Arthur Andersen LLP 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 January 25, 1997 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.
THE COMPANY'S 1995 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: May 23, 1996
Las Vegas, Nevada
<PAGE>
GALLERY OF HISTORY, INC.
PROXY
Annual Meeting of Stockholders, June 24, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Todd M. Axelrod and Rod
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 June
24, 1996 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, Rod Lynam, Marc DuCharme, H. Stan Johnson
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 LLP, AS CERTIFIED INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE 1996 FISCAL YEAR.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
- -------------------------------------------------------------------------------
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: _________________________, 1996
________________________________
Signature
________________________________
Signature if held jointly
(PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.)
