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 5, 1998 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, 1998;
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 April 16, 1998 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 11, 1998
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 5, 1998 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 11, 1998.
There were 3,208,434 shares of Common Stock of the Company outstanding
as of April 16, 1998. 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 April 16, 1998 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.
<TABLE>
<CAPTION>
Year First
Position(s) with Became a
Name Age the Company Director
- ----------------- --- ------------------------- --------
<S> <C> <C> <C>
Todd M. Axelrod 48 President and Chairman 1981
of the Board of Directors
Rod R. Lynam 49 Treasurer/Assistant 1984
Secretary and Director
Pamela Axelrod 43 Executive Vice President and 1995
Director
Roger P. Croteau 36 Director 1997
Bernard Duke 71 Director 1998
</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.
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 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.
Bernard Duke was elected to the Company's Board of Directors in
February 1998. From 1992 to 1997, Mr Duke had been a Director, Vice President
and Chief Executive Officer of TFH Publications, Inc., of Neptune City, New
<PAGE>
Jersey. From 1984 to 1996, Mr. Duke was a Director and member of the Executive
Committee of Graphic Arts Mutual Insurance Company.
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 April 1,
1998, 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 63.9%
Rod Lynam 105 (4)
Pamela Axelrod (3)(5) 2,051,412 63.9%
Gerald Newman (6) 431,500 13.5%
Seabreeze Lane
Amagansette, NY 10093
Elliott Associates, L.P.(7) 434,792 13.5%
712 Fifth Avenue, 36th Floor
New York, NY 10019
Westgate International, L.P.(7) 434,792 13.5%
Midland Bank Trust Corporation
P.O. Box 1109, Mary Street
Grand Cayman, Cayman Islands,
British West Indies
Martley International, Inc.(7) 434,792 13.5%
222 Cedar Lane, Suite 111
Teaneck, NJ 07666
All officers and directors 2,088,517 63.9%
as a group (3 persons)
</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.
<PAGE>
(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 235,000 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 two meetings during the fiscal year ended
September 30, 1997. All directors attended such meetings. The Board of
Directors has a Compensation Committee, consisting of Todd Axelrod, which
reviews and recommends to the Board compensation for officers and issuance of
stock options. The Compensation Committee did not meet during the fiscal year
1997. The Company has a newly formed Audit Committee consisting of Todd
Axelrod, Roger Croteau and Bernard Duke, which did not meet during fiscal 1997.
The Audit Committee will recommend to the Board of Directors the appointment of
the independent public accountants. The Audit Committee will review and
consider the comments from the independent public accountants with respect to
internal account controls and the consideration given or corrective action
taken by management to weaknesses, if any, in internal controls. It will also
discuss matters concerning the Company's financial statements or other results
of the audit. The Company does not have any other standing committees.
COMPLIANCE WITH SECTION 16(a) OF THE 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
<PAGE>
Commission initial reports of ownership and reports of changes of ownership of
Common Stock of the Company. Officers, directors and greater than ten percent
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, during the fiscal year ended September 30,
1997, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with,
with the exception of Form 3 for Mr. Croteau as a new director of the Company
which was filed late. In making these disclosures, the Company has relied
solely on a review of the copies of such reports furnished to the Company and
written representations of its directors, executive officers and its greater
than ten percent stockholders.
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, 1997, 1996 and 1995, of
those persons who were, at September 30, 1997 (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 1997 $132,500 $25,000
President and Chief 1996 132,500 25,000
Executive Officer 1995 133,230 25,000(1)
Pamela R. Axelrod 1997 $132,500 $25,000
Executive Vice-President 1996 132,500 25,000(2)
1995 131,042 50,000(3)
</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 paid during December 1996.
(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 1995 and $14,398 was paid in June 1996.
During the three year period ended September 30, 1997 the Company did
not grant any stock options or stock appreciation rights to any of the named
executive officers of the Company. In addition, none of the named executive
officers held any stock options as of September 30, 1997.
CERTAIN TRANSACTIONS
The Company borrowed $35,400 in the fiscal year 1996 from Nanna Corp.,
a company owned by Todd Axelrod and his wife Pamela Axelrod. The loan bore
interest at the prime rate plus 2% and was paid in full diring fiscal 1996. In
May 1994, the Company borrowed $110,000 from Pamela Axelrod, which was paid in
<PAGE>
full during fiscal 1997. Interest expense on related party notes amounted to
$2,809 for the year ended September 30, 1997. The proceeds for such loans
were utilized by the Company for working capital purposes.
The Company purchases auction catalogs from Nanna Corp. During fiscal
1997, the Company paid $146,500 for catalogs for seven auctions. The Company
believes that such purchase prices were substantially comparable to what it
would have had to pay an unrelated supplier.
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, 1998. 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 12, 1999 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 1997 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 11, 1998
Las Vegas, Nevada
<PAGE>
GALLERY OF HISTORY, INC.
PROXY
Annual Meeting of Stockholders, June 5, 1998
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 5,
1998 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, Pamela Axelrod, Roger P. Croteau
and Bernard Duke.
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 1998 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: ________________________, 1998
______________________________
Signature
______________________________
Signature if held jointly
(PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.)
