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):
[ ] $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 27, 1997 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, 1997; 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 20, 1997 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 22, 1997
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 27, 1997 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 22, 1997.
There were 3,257,934 shares of Common Stock of the Company outstanding as
of May 20, 1997. 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 20, 1997 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 47 President and Chairman 1981
of the Board of Directors
Rod R. Lynam 48 Treasurer/Assistant 1984
Secretary and Director
Marc DuCharme 44 Senior Vice President and 1989
Director
Pamela Axelrod 42 Executive Vice President and 1995
Director
Roger P. Croteau 35
</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.
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
since April 1996.
Roger P. Croteau is a practicing attorney and has been a partner in the law
firm of Croteau & Shawhan, Ltd., Las Vegas, Nevada since November 1996. Prior
to his current position, Mr. Croteau was Associate General Counsel for the
State Industrial Insurance System from June 1995 to November 1996; Corporate
<PAGE>
Associate, Gordon & Silver, Ltd., Las Vegas, Nevada from July 1994 to June
1995; and Associate General Counsel for H. P. Hood, Inc. from May 1992 to July
1994.
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 from April 1996 to
March 1997 and currently serves as a sales representative at the headquarters'
location.
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, 1997,
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)(5) 2,051,412 63.0%
Rod Lynam 105 (4)
Pamela Axelrod (3)(5) 2,051,412 63.0%
Gerald Newman (6) 531,500 14.8%
Seabreeze Lane
Amagansette, NY 10093
Elliott Associates, L.P.(7) 434,792 13.3%
712 Fifth Avenue, 36th Floor
New York, NY 10019
Westgate International, L.P.(7) 434,792 13.3%
Midland Bank Trust Corporation
P.O. Box 1109, Mary Street
Grand Cayman, Cayman Islands,
British West Indies
Martley International, Inc.(7) 434,792 13.3%
222 Cedar Lane, Suite 111
Teaneck, NJ 07666
All officers and directors 2,051,517 63.0%
as a group (3 persons)
</TABLE>
<PAGE>
(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) 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 (5) 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.
(4) Less than 1%.
(5) 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 owned of record and beneficially
by Todd Axelrod (see Note (3) above).
(6) Includes 335,000 shares issuable upon exercise of currently exercisable
options.
(7) 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
that they constitute a "group" as defined in Rule 13d-5(b)(1) with
respect to their beneficial ownership of the Common Stock.
MEETINGS OF THE BOARD OF DIRECTORS AND
INFORMATION REGARDING COMMITTEES
The Board of Directors held one meeting during the fiscal year ended
September 30, 1996. All directors attended such meeting. 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,
1996. 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.
<PAGE>
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, 1996, 1995 and 1994, of those
persons who were, at September 30, 1996 (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 1996 $132,000
President and Chief 1995 133,230 $25,000(1)
Executive Officer 1994 200,000
Pamela R. Axelrod 1996 $132,500 $25,000(2)
Executive Vice-President 1995 131,042 50,000(3)
1994 (4)
</TABLE>
(1) Includes deferred bonus in the amount of $25,000 which was paid to Todd
Axelrod during January and June 1996.
(2) Accrued bonus earned not yet paid.
(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
$10,602 was paid in fiscal and $14,398 was paid in June 1996.
(4) Less than $100,000.
During the three year period ended September 30, 1996 the Company did not
grant any stock options or stock appreciation rights to any of the named
executive officers of the Company. During fiscal 1996, no employee held any
stock options.
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
<PAGE>
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 $185,260 in fiscal year 1994 from Nanna Corp. The
loan bore interest at the prime rate plus 2% and was payable in installments of
$6,000 a month. In April 1996, the loan was 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 $748 and additional documents during fiscal 1996 reducing the loan
balance by $1,146. This demand note bore interest at the prime rate plus 2%
and was paid in full during April 1997. The proceeds from said loans have been
utilized by the Company for working capital purposes. In September 1995, Mrs.
Axelrod purchased additional documents from the Company totaling $36,500. This
purchase was paid for by reducing an outstanding bonus due Mrs. Axelrod. The
prices for the above mentioned documents sold to Mrs. Axelrod were no less
favorable to the Company than if sold at wholesale prices.
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, 1997. 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.
<PAGE>
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 23, 1998 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 1996 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 22, 1997
Las Vegas, Nevada
<PAGE>
GALLERY OF HISTORY, INC.
PROXY
Annual Meeting of Stockholders, June 27, 1997
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 June 27, 1997 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, Pamela Axelrod and
Roger P. Croteau.
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 1997 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: ______________________________, 1997
____________________________________
Signature
____________________________________
Signature if held jointly
(PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.)
