<PAGE> 1
SCHEDULE 14A - INFORMATION REQUIRED IN
PROXY STATEMENT
(Last amended in Rel. No. 34-34832, eff. 11/23/94.)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S 240.14a-11(c) or S 240.14a-12
NRP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(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(j)(2).
[ ] $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 price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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:
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<PAGE> 2
NRP INC.
d/b/a ATC Communications Group
5950 Berkshire Lane
Suite 1650
Dallas, Texas 75225
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting (the "Meeting") of the
shareholders (the "Shareholders") of NRP Inc., d/b/a ATC Communications Group,
(the "Company") will be held at Harry's at Hanover Square, 93 Pearl Street, New
York, New York, 10004 on March 6, 1996, at 10:30 a.m., local time, for the
following purposes:
1. To elect seven (7) Directors to the Board of Directors of
the Company to hold office until the next Annual Meeting
of Shareholders or until their successors are duly elected
and qualified or their offices earlier vacated.
2. To transact such other business as may properly be
transacted at such Meeting or at any adjournment thereof.
Only Shareholders of record at the close of business on February 9,
1996 will be entitled to notice of and to vote at the Meeting and any
adjournment thereof.
If you are unable to attend the Meeting in person, please read the
Proxy Statement accompanying the Proxy Card enclosed herewith and then complete
and return the Proxy immediately. As set out in the Proxy Statement, the
enclosed Proxy is solicited by the Board of Directors of the Company, but you
may amend it, if you so desire, by striking out the names listed therein and
inserting in the space provided the name of the person you wish to represent
you at the Meeting. Your representative need not be a Shareholder.
Shareholders who attend the Meeting may vote their shares personally even
though they have sent in Proxies.
Dated at Dallas, Texas this 16th day of February, 1996.
By Order Of The Board
JERRY L. SIMS, JR., Secretary
<PAGE> 3
NRP INC.
D/B/A ATC COMMUNICATIONS GROUP
PROXY AND INFORMATION STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SOLICITATION OF PROXIES
This Proxy and Information Statement is furnished in connection with
the solicitation of Proxies by the Board of Directors of NRP Inc., d/b/a ATC
Communications Group (the "Company"), from Shareholders holding of record on
February 9, 1996 shares of the Company's common stock, $.01 par value (the
"Common Stock"), and Series C Preferred Stock, $.01 par value, (the "Series C
Preferred"), for use at the Annual Meeting (the "Meeting") of the Shareholders
of the Company to be held at the time and place and for the purposes set forth
in the accompanying Notice of Annual Meeting and at any adjournment thereof.
All expenses associated with the solicitation of Proxies will be paid
by the Company. In addition to the use of the mails, Proxies may also be
solicited personally, by telephone or facsimile by officers and regular
employees of the Company. The Company may reimburse banks, brokers and
fiduciaries holding shares in their names or in the names of nominees for their
expenses in sending soliciting materials to the beneficial owners of such
shares and obtaining their Proxies. The cost for such reimbursement is, at
this time, unknown to the Company but is anticipated to be minimal. This Proxy
Statement, along with the Notice of Annual Meeting and instrument of Proxy,
are first being sent to the Shareholders on February 16, 1996.
The Company's principal executive offices are located at 5950
Berkshire Lane, Suite 1650, Dallas, Texas 75225, and its telephone number is
(214) 361-9870.
APPOINTMENT AND REVOCATION OF PROXIES
The persons named in the accompanying instrument of Proxy are
Directors of the Company. A Shareholder has the right to appoint a person to
attend and act for him on his behalf at the Meeting other than the persons
named in the enclosed instrument of Proxy. To exercise this right, a
Shareholder shall strike out the names of the persons named in the instrument
of Proxy and insert the name of his nominee in the blank space provided or
shall complete another instrument of Proxy.
The instrument of Proxy must be signed by the Shareholder or by his
attorney in writing, or, if the Shareholder is a corporation, signed by a duly
authorized officer or attorney.
A Shareholder who has given a Proxy may revoke it at any time before
it is exercised. Revocation may be accomplished by execution and delivery of a
later Proxy with regard to the same shares or by giving notice in writing or at
the Meeting. Additionally, Shareholders who attend the Meeting may vote their
shares personally even though they have sent in a Proxy.
RECORD DATE AND VOTING SHARES
On any poll, the persons named in the enclosed instrument of Proxy
will vote the shares in respect of which they are appointed in accordance
with the directions given by the Shareholder. In the absence of any direction
in the Proxy, it is intended that such shares will be voted "FOR" the election
of Directors and
1
<PAGE> 4
in favor of the other proposals and resolutions to be acted upon as set forth
in the accompanying Notice of Annual Meeting. Any Shareholder present at the
Meeting, but who abstains from voting, shall be counted for purposes of
determining whether a quorum exists, but an abstention shall not be counted as
an affirmative vote. With respect to all matters other than the election of
directors, an abstention would have the same effect as a vote against the
proposal.
Only holders of record of Common Stock and Series C Preferred at the
close of business on February 9, 1996 are entitled to notice of and to vote at
the Meeting or any adjournment thereof. On that date there were 13,563,361
shares of Common Stock outstanding, each of which is entitled to one vote in
person or by Proxy on all matters which properly come before the Meeting and
840,000 shares of Series C Preferred outstanding, each of which is entitled to
five (5) votes in person or by Proxy (or 4,200,000 in the aggregate) on all
matters which properly come before the meeting. (The Common Stock and eligible
votes pursuant to the Series C Preferred are hereinafter referred to as the
"Voting Shares"). At the meeting, the Voting Shares will vote together as one
class of stock. On February 9, 1996 there were 17,763,361 Voting Shares
outstanding. The presence of Shareholders in person holding, either personally
or by Proxy, not less than 33% of the issued and outstanding shares of the
Company's Voting Shares is required for a quorum.
The instrument of Proxy enclosed, when properly signed, confers
discretionary authority to vote on any matters or any amendments or variations
to the matters discussed herein which may properly be brought before the
Meeting. At the time of printing this Proxy Statement, the Board of Directors
of the Company is not aware of any such amendments, variations or other matters
which may be presented for action at the Meeting.
ELECTION OF DIRECTORS
The persons named in the enclosed instrument of Proxy intend to vote
for the election to the Board of Directors of the seven (7) nominees of the
Board of Directors of the Company set forth below. No circumstances are
presently known which would render any nominee for the Board of Directors named
herein unavailable or ineligible for election. The names of further nominees
for Directors may come from the floor at the Meeting. Each Director elected
will hold office until the next Annual Meeting or until his successor is duly
elected.
The vote of a majority of the shares of Voting Shares present at the
Meeting, assuming a quorum is present, will be required for the election of
each Director. Unless otherwise specified, shares represented by the
accompanying Proxy will be voted "FOR" the election of each of the nominees of
the Board of Directors of the Company set forth below.
The information concerning the nominees set forth in the following
table is based in part on information received from the respective nominees and
in part on the Company's records.
BOARD OF DIRECTORS NOMINEES.
<TABLE>
<CAPTION>
Position with the Held
Name and Age Company or Subsidiary Position Since
------------------------- ------------------------------------------------------ ------------------
<S> <C> <C>
Michael G. Santry President, Chief Executive Officer, February 1986
47 Chief Financial Officer and Director.
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C> <C>
Thomas Bijou President of Advanced Telemarketing Corporation August 1992
44 Director February 1993
Jerry L. Sims, Jr. Secretary, February 1994
34 Controller, September 1991
Director November 1993
J. Frank Mermoud Director March 1994
39
Patrick V. Stark Director December 1991
41
Mike Allred Director February 1993
50
Darryl D. Pounds None --
45
</TABLE>
MICHAEL G. SANTRY has been the President, Chief Executive Officer,
Chief Financial Officer and a Director of the Company since February 1986.
Since 1980, Mr. Santry has been President and a Director of Lakewood Financial
Consultants, Inc., a privately held corporation providing financial consulting
services. Mr. Santry is a Certified Public Accountant.
THOMAS BIJOU has been a Director of the Company since February 1993
and has been President of the Company's subsidiary, Advanced Telemarketing
Corporation ("Advanced"), since August 1992. Mr. Bijou was a Vice President
for Tigon Corporation, a voice mail services subsidiary of Ameritech
Corporation, from 1983 to August 1992.
JERRY L. SIMS, JR. has been a Director of the Company since November
1993, Secretary of the Company since February 1994, and Controller of the
Company since September 1991. From 1985 to 1991, Mr. Sims was Vice President
of Finance for Advanced.
J. FRANK MERMOUD has been a Director of the Company since March 1994
and has acted as a consultant to the Company since May 1993. Mr. Mermoud was a
Legislative Director of Congressional Affairs with the U.S. Department of State
from 1992 to 1993, and prior to joining the U.S. Department of State, Mr.
Mermoud was a Congressional Liaison Officer with U.S. Information Agency since
1988.
PATRICK V. STARK has been a Director of the Company since December
1991 and has been a Shareholder and Director of the law firm Kane, Russell,
Coleman and Logan since 1992. Prior to joining the law firm Mr. Stark was
Executive Vice President and General Counsel for Lifetime Automotive Products
since May 1991, and prior to joining Lifetime Automotive Products, Mr. Stark
was a Director and Shareholder with the law firm Geary, Glast & Middleton.
MIKE ALLRED has been a Director of the Company since February 1993 and
has been a Director of Spencer Stuart since April 1994. Prior to joining
Spencer Stuart Mr. Allred was a Vice President of E-Systems from May 1992 to
March 1994. From 1987 to 1992, Mr. Allred was President/Chief Executive
Officer of VI-Tec.
3
<PAGE> 6
DARRYL D. POUNDS is President and Chief Executive Officer of Chartwell
Group, Inc., a private investment firm. Prior to Chartwell, Mr. Pounds was
Chairman of the Board and Chief Executive Officer of Trust Company of Texas
from November, 1993 to August, 1995. Prior to joining Trust Company of Texas,
Mr. Pounds was Chairman of the Board and Chief Executive Officer of First City
Bank of Dallas and Regional Director of First City Bancorporation of Texas,
Inc. from November, 1988 to February, 1993.
There is no family relationship among any of the above named nominees
nor with any executive officers of the Company.
The Company held one meeting of the Board of Directors during the
Company's fiscal years ended June 30, 1994 and 1995, which all incumbent
Directors attended. All other actions of the Board of Directors during the
Company's fiscal years ended June 30, 1994 and 1995 were undertaken by
unanimous consents executed by all incumbent Directors.
The Board of Directors has an audit committee which currently consists
of Messrs. Stark, Allred, and Sims. The audit committee considers the
objectivity of financial reporting and the adequacy of internal controls; and
recommends to the Board of Directors the appointment of the independent
certified public accountants. All actions by the audit committee were
undertaken by unanimous consent by all members of the audit committee.
The Committee does not have a nominating or compensation committee of
the Board of Directors or any committee performing similar functions.
OTHER MATTERS
Except for the matters referred to in the accompanying Notice of
Annual Meeting, the Board of Directors and management of the Company do not
currently intend to present any other matter for action at the Meeting and know
of no other matter to be presented that is a proper subject for action by the
Shareholders at the Meeting. However, if any other matters should properly
come before the Meeting, it is intended that votes will be cast pursuant to the
authority granted by the enclosed Proxy in accordance with the best judgment of
the person or persons acting under the Proxy.
INFORMATION RELATING TO
AMENDMENT OF CERTIFICATE OF INCORPORATION
REGARDING CORPORATE NAME CHANGE
During the past two fiscal years, as the Company has divested of its
direct response businesses to concentrate on the growth potential of Advanced
Telemarketing Corporation, its telemarketing subsidiary, the Company has
received a number of inquiries from individuals expressing confusion concerning
the Company's name as it relates to the name of the Company's operating
subsidiary. To eliminate such confusion and capitalize on the recognition and
reputation for quality of the ATC acronym (by which the operating subsidiary
has long been known), during the fiscal year ended June 30, 1995, the Company
adopted the trade name ATC Communications Group.
On December 31, 1995, the Board of Directors determined that it would
be in the best interest of the Company to adopt formally the name ATC
Communications Group, Inc. as the legal name for the Company. The Board of
Directors approved an amendment to the Company's Certificate of Incorporation
to effect the
4
<PAGE> 7
name change, and written consents approving the amendment were executed by
Shareholders holding 9,669,535 shares, or 54.4% of the then issued and
outstanding Voting Shares, on December 31, 1995 in accordance with Section
228(a) of the Delaware General Corporation Law.
The Amendment to the Certificate of Incorporation and thus the legal
name change will become effective when a certificate of amendment of the
Company's Articles of Incorporation is filed for recording with the Secretary
of State of the State of Delaware. It is the Company's intent to file such
amendment upon the mailing of this Proxy and Information Statement to
Shareholders.
The Company is not seeking the consent, authorization or proxy of its
Shareholders with respect to the Company's name change. This statement
constitutes notice of the majority consent to this action pursuant to Section
228(d) of the Delaware General Corporation Law.
EXECUTIVE OFFICERS
The executive officers of the Company are elected by the Board of
Directors to serve one year terms or until their respective successors are
elected. The present executive officers and their terms in each office are set
forth below. It is expected that executive officers will be elected at the
Board of Directors meeting following the Meeting.
<TABLE>
<CAPTION>
Offices with Term of
Name and Age the Company Office Since
------------ ----------- ------------
<S> <C> <C>
Michael G. Santry President, Chief Executive Officer, February 1986
47 Chief Financial Officer, and
Treasurer.
Jerry L. Sims, Jr. Controller September 1991
34 Secretary February 1994
Thomas Bijou President of Advanced August 1992
44
</TABLE>
See "Election of Directors", above, for biographical information on Mr. Santry,
Mr. Sims and Mr. Bijou.
There is no family relationship among any of the above-named executive
officers nor with any nominee for Director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 1995, certain
information with respect to the beneficial ownership of Common Stock by (i)
each person known by the Company to be a beneficial owner of five percent (5%)
or more of the Company's Common Stock, (ii) each director and each of the three
executive officers listed in the Summary Compensation Table below who
beneficially own Common Stock of the Company, and (iii) all officers and
directors who beneficially own Common Stock as a group:
5
<PAGE> 8
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class (1)
- --------------------------------------- -------------------- ----------
<S> <C> <C>
Codinvest Limited 4,200,000 (2) 23.64% (2)
Road Town
Tortola
British Virgin Islands
Banque Scandinave En Suisse 1,119,650 (3) 8.25% (4)
Cours de Rive 11
1211 Geneva 3
Switzerland
Jess R. Turner 1,406,250 10.37% (4)
8350 N. Central Expwy., #1166
Dallas, TX 75206
Frank E. Miller 721,000 5.32% (4)
7005 Endicott Court
Bethesda, MD 20854
Thomas F. Bijou 1,955,704 (5) 12.62% (5)
8001 Bent Branch Drive
Irving, TX 75063
Michael G. Santry 1,404,590 (6) 10.36% (4)
5950 Berkshire Lane, #1650
Dallas, TX 75225
Jerry L. Sims, Jr. 300,000 (7) 2.16% (7)
5950 Berkshire Lane, #1650
Dallas, TX 75225
Patrick V. Stark 148,000 (8) 1.08% (8)
1601 Elm St.
Suite 3700
Dallas, TX 75201
J. Frank Mermoud 140,370 (8) 1.02% (8)
5004 Klingle St., N.W.
Washington, DC 20016
Mike Allred 135,000 (8) 0.99% (8)
1201 W. Peachtree St.
Suite 3230
Atlanta, GA 30309
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class (1)
- --------------------------------------- -------------------- ----------
<S> <C> <C>
All directors and officers as a 4,565,840 (9) 27.37% (9)
group (7 persons)
</TABLE>
(1) Reported in accordance with the beneficial ownership rules of the
Securities and Exchange Commission. Unless otherwise noted, the
Shareholders listed in the table have both sole voting power and sole
dispositive power with respect to such shares, subject to community
property laws where applicable and the information contained in the
other footnotes to the table.
(2) Represents beneficial ownership of 4,200,000 shares of Common Stock
issuable upon conversion of the Company's Series C Preferred Stock.
The Series C Preferred Stock is entitled to vote on an as converted
basis on all matters submitted to a vote of Shareholders. Codinvest
Limited owns 100% of the issued and outstanding shares of the
Company's Series C Preferred Stock.
(3) Based on information available to the Company and Banque Scandinave En
Suisse's representations to the Company, Banque Scandinave En Suisse's
holdings of record of Common Stock are held for the account of other
entities, none of which individually would equal five percent (5%) or
more of the Company's Common Stock. Banque Scandinave En Suisse
disclaims beneficial ownership of such Common Stock.
(4) Based on 13,563,361 shares of Common Stock outstanding at August 31,
1995.
(5) Pursuant to an employment agreement, Mr. Bijou was previously granted
fully vested options to purchase 15% of the common stock of Advanced.
In March 1995, Mr. Bijou surrendered such options for cancellation in
exchange for the grant of Company stock options to purchase a total of
2,410,880 shares of the Company's Common Stock at $0.8125 per share,
the market price at the date of grant. The options granted became
fully exercisable on August 1, 1995 and are exercisable for ten years
from the date of grant. Mr. Bijou assigned options to purchase
482,176 shares of the Company's Common Stock to another employee of
Advanced effective as of the same date of grant and consequently holds
options to purchase 1,928,704 shares of the Company's Common Stock.
Mr. Bijou also owns 27,000 shares of Common Stock directly.
(6) Mr. Santry's shares are owned of record by Lakewood Financial
Consultants, Inc. which is 99% owned by Mr. Santry.
(7) Includes beneficial ownership of 300,000 shares of Common Stock
issuable upon exercise of stock options granted pursuant to the NRP
Inc. 1992 Stock Option Plan.
(8) Includes beneficial ownership of 135,000 shares of Common Stock
issuable upon exercise of stock options granted pursuant to the NRP
Inc. 1992 Stock Option Plan.
(9) Includes certain beneficial ownership as set forth in footnotes (5),
(6), (7) and (8) above.
7
<PAGE> 10
REMUNERATION OF DIRECTORS AND OFFICERS
CASH COMPENSATION.
Furnished below is a table containing individual compensation
information on the Chief Executive Officer of NRP Inc. and the two other most
highly paid executive officers of NRP Inc. and its operating subsidiary whose
total annual salaries and bonuses exceeded $100,000 for services rendered in
all capacities during the fiscal years ended June 30, 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
------------------------------------
Annual Compensation Awards Payouts
------------------------------------ ------------------------- -------
Name and Principal Salary Bonus Other Annual Restricted Options/ LTIP All Other
Position Year $ $ Compensation Stock Awards SARs (6) Payouts Compensation
- ------------------ ---- ------- ------- ------------ ------------ -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MICHAEL G. SANTRY 1995 275,000 (1) -- -- -- -- --
President, Chief 1994 331,250 -- -- -- -- -- --
Executive Officer, 1993 350,000 -- -- -- -- -- --
Chief Financial
Officer
THOMAS BIJOU 1995 250,016 125,000(2) -- -- 2,410,880 (4) -- --
President of Advanced 1994 228,079 175,000(2) -- -- -- -- (4)
Telemarketing Corp. 1993 151,679 (3) -- -- -- -- -- --
RICHARD F. MARINARO 1995 -- -- 1,063,024 (5) -- -- -- --
Senior Vice President 1994 -- -- 404,018 (5) -- -- -- --
of Advanced 1993 -- -- 242,572 (5) -- -- -- --
Telemarketing
Corporation
</TABLE>
(1) Effective March 1, 1994 the Board of Directors set Mr. Santry's annual
base salary at $275,000. Mr. Santry is also entitled to receive bonus
compensation up to $75,000 upon the achievement of certain financial
results at NRP for the 1995 calendar year.
(2) Mr. Bijou was paid $125,000 and $175,000 in bonus compensation in
fiscal 1995 and 1994, respectively, pursuant to the achievement of
certain operating results at Advanced for the 1994 and 1993 calendar
years. Mr. Bijou received bonus compensation of $150,000 in fiscal
1996 pursuant to the achievement of certain operating results at
Advanced for the 1995 calendar year.
(3) Mr. Bijou became President of Advanced on August 28, 1992.
(4) In 1994 Mr. Bijou was granted fully vested options to purchase 10% of
the common stock of Advanced at an option price of $.01 per share. In
management's opinion, the option price approximated the fair market
value of the stock at the date of grant. With such grant Mr. Bijou
held fully vested options to purchase 15% of the common stock of
Advanced. In March 1995, Mr. Bijou surrendered such options in
exchange for stock options to purchase a total of 2,410,880 shares of
the Company's Common Stock at $0.8125 per share, the market price at
the date of grant. Such options granted became fully exercisable on
August 1, 1995 and are exercisable for ten years from the date of
grant. Mr. Bijou assigned options to purchase 482,176 shares of the
Company's Common Stock to another employee of Advanced effective as of
the same date of grant and consequently holds options to purchase
1,928,704 shares of the Company's Common Stock.
(5) Mr. Marinaro's compensation is derived from commissions earned on
revenues at Advanced. Mr. Marinaro serves as an account
representative for Advanced's largest customer. His compensation is
derived from commissions earned on revenues generated by such
customer. Mr. Marinaro is not an officer or director of the Company
and does not participate in policy making decisions for the Company.
(6) In February 1993 the Company's shareholders approved the NRP Inc. 1992
Stock Option Plan (the "1992 Plan") to grant options to purchase up to
3,000,0000 shares of Common Stock to key employees, officers, and
directors of the Company and its subsidiaries. Options may be granted
at any time prior to December 11, 2002. To date no options have been
granted pursuant to the Plan to the executive officers named in the
table above. In March 1995, the Company's Board of Directors approved
the NRP Inc. 1995 Stock Option Plan (the "1995 Plan") to grant options
to purchase up to 2,410,880 shares of Common Stock to key employees of
the Company and its subsidiaries. Options to purchase all 2,410,880
shares were then granted to Mr. Bijou. See also Note 4 above.
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<PAGE> 11
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term
Number of Securities % of Total Options ----------------------
Underlying Options Granted to Employees In Exercise Expiration
Name Granted Fiscal Year Price Date 5% 10%
- --------------- -------------------- ----------------------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
THOMAS F. BIJOU 2,410,880 90.6% .8125 3/05 1,231,904 3,121,886
</TABLE>
Advanced and Thomas Bijou are parties to an employment agreement which
provides for an employment term through December 31, 1997 at an annual base
salary of $250,000. The agreement also provides for the payment to Mr. Bijou
in fiscal 1997 of an incentive cash bonus of a minimum of $100,000 if Advanced
operating income exceeds certain levels for the 1996 calendar year. The
employment agreement also contains confidentiality and non-competition
provisions.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDERS PARTICIPATION.
The Board of Directors of the Company holds direct responsibility for
determining executive compensation. Messrs. Santry, Sims and Bijou serve as
members of the Board of Directors and as executive officers for the Company and
its subsidiaries. However, Messrs. Santry, Sims and Bijou do not participate
in discussions or decisions regarding their individual compensation.
BOARD REPORT ON EXECUTIVE COMPENSATION.
The Company, through its operating subsidiary, is engaged in a highly
competitive and fragmented industry. As the Company pursues its vision to
create a niche within this industry as the premier provider of outsourced call
processing to major corporate customers, it has been necessary to establish
high quality standards for the Company in order to attract and maintain
long-term relationships with major corporate customers. Because of the labor
intensive nature of the industry and the "hands-on" management style required
to succeed, the Company believes that it must be able to attract, motivate and
retain qualified executives that share the Company's vision. To achieve this
objective, the Company's compensation structure is based largely on the
operating performance of the Company's operating subsidiary.
During the fiscal year ended June 30, 1995, the Board of Directors
held direct responsibility for determining executive compensation. The Board
of Directors has not established a separate compensation committee, although
the option to do so is available under the Company's bylaws. The Board
believes that the compensation of its executive officers should be directly and
materially linked to the Company's performance. A substantial portion of
management compensation during the fiscal year and in prior years have been
comprised of bonuses based on operating performance with a particular emphasis
on attainment of planned objectives. For example, both Mr. Bijou and Mr.
Santry are eligible to receive bonus compensation upon the achievement of
certain operating results for the 1995 and 1996 calendar years. In addition
100% of Mr. Marinaro's compensation is derived from commissions earned on sales
at the Company's operating subsidiary. See the Summary Compensation Table.
Bonus compensation plans have also been established for other employees at the
operating subsidiary which closely mirror the operating objectives established
for Mr. Bijou.
The Board considers Mr. Santry, as the Chief Executive Officer, to be
the leader of the executive management team. Mr. Santry also serves as the
Chief Financial Officer for the Company. The Board has approved compensation
in the form of salary commensurate with the internal responsibilities that Mr.
Santry
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<PAGE> 12
bears and with the Company's competitors. In addition, as noted above, Mr.
Santry receives bonus compensation based on the operating results of the
Company.
In February 1993 the Company's shareholders approved the NRP Inc. 1992
Stock Option Plan (the "1992 Plan") to grant options to purchase up to
3,000,000 shares of Common Stock to key employees, officers and directors of
the Company. As of the date of this Proxy and Information Statement, the
Company has granted options pursuant to the 1992 Plan to purchase 1,140,000
shares of Common Stock. It is the Company's intent in the future to grant
additional options pursuant to the 1992 Plan in order to link executive
compensation to stock price performance.
Additionally, in March 1995, the Board of Directors approved the NRP
Inc. 1995 Stock Option Plan (the "1995 Plan") to grant options to purchase up
to 2,410,880 shares of Common Stock to key employees of the Company. All
options pursuant to the 1995 Plan were granted to Mr. Bijou in exchange for the
fully vested options to purchase 15% of the outstanding common stock of
Advanced. The Board of Directors took such action after the Company disposed
of its other operating subsidiaries in an effort to tie Mr. Bijou's
compensation to the Company's stock price performance.
On an ongoing basis, the Board of Directors discusses with the CEO
both his performance as well as the performance of the other members of the
executive management and the compensation of the CEO and other executive
officers are reviewed and established periodically on the basis of such ongoing
discussions.
BOARD OF DIRECTORS
------------------
Jerry L. Sims, Jr.
Michael G. Santry
Thomas Bijou
Patrick V. Stark
Mike Allred
J. Frank Mermoud
PERFORMANCE GRAPH.
Furnished below is a graph comparing over a five year period the
yearly percentage change in the Company's cumulative total shareholder return
on common stock with the cumulative total return of a broad equity market index
and with the cumulative total return of a selected peer group. A group of
publically traded companies offering general business services (SIC Code 7389)
was selected as the Company's peer group. The broad equity market index
selected was the NASDAQ Market Index.
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COMPARISON OF TOTAL RETURN
NRP INC., PEER GROUP, AND BROAD MARKET
[GRAPH]
(NOTE: The Company's selected peer group consisted of the following companies:
ABR Information Services, Alliance Entertain CP, Alpnet Inc., Analytical
Surveys Inc., Bio-Imaging Technol, Command Credit CP, Comprehensive Enviro Sys,
CUC Internat Inc., Executive Telecard Ltd., Fair Isaac & Co. Inc., First Amer
Hlth Con, Food Technol Svc, Game Fin CP, Greg Manning Auctions, HCIA Inc.,
Ideon Group Inc., Isomedix Inc., ITEX CP, KTI Inc., Manpower Inc., Marcum
Natural Gas Svcs, Marietta CP, Marlton Technol Inc., National Data CP, National
Security Insur, North Amer Tech Grp, PCI Services Inc., PMT Svcs Inc., Prins
Recycling CP, RTI Inc., Safety-Kleen CP, Scientific Games Hldg., Sierra Home
Svc Cos, Sitel CP, Sotheby's Hldg CL A, SPS Transaction Svcs, Super Vision
Internat A, Tanknology Environ, Tompkins County TR, Transmedia Network Inc.)
DIRECTOR COMPENSATION.
The Company does not compensate its Directors for their services as
Directors. However, the Company does reimburse its Directors for expenses
incurred by them on the Company's behalf.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
At June 30, 1995 and 1994, Michael G. Santry, the President of the
Company had outstanding borrowings and accrued interest of approximately
$793,773 and $150,727, respectively, pursuant to a line of credit established
in 1987. The borrowing bears interest at 7% per annum and is due in full on
June 30, 1996. As of September 30, 1995, payments had been received which
reduced the balance of such borrowings to approximately $294,000.
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During 1994 the Company entered into a five year consulting agreement
with Jess R. Turner, a greater than 5% shareholder and formerly an officer and
director of the Company, pursuant to which Mr. Turner will be paid
approximately $28,000 per year for his services. Payments made to Mr. Turner
are required to be applied to reduce the balance of a $140,000 note receivable
from Mr. Turner payable to the Company. Mr. Turner is no longer considered an
"affiliate" of the Company as such term is defined by Rule 405 under the
Securities Act of 1933.
FEM Inc., a company controlled by Frank E. Miller, a greater than 5%
shareholder of the Company, entered into a management agreement, which expired
March 1, 1994, with the Company pursuant to which FEM Inc. performed consulting
and administrative services for the Company. During the fiscal year ended June
30, 1994, the Company paid an aggregate of $110,000 under such management
agreement. In addition, at June 30, 1995 FEM Inc. had outstanding borrowings
and accrued interest of $123,650 pursuant to a note receivable to the Company.
The note bears 3% annual interest and is due in full on June 30, 1996.
On August 30, 1994 the Company sold certain of the assets of its list
services subsidiaries to a company owned by Stephen D. Bogner, the former
president of such subsidiaries.
SELECTION OF CERTIFYING ACCOUNTANTS
The Company has selected the firm of Price Waterhouse as the
independent accountants and auditors to examine the books and records of the
Company for the fiscal year ended June 30, 1995 and for the upcoming fiscal
year ended June 30, 1996.
On June 2, 1995 the Audit Committee of the Board of Directors the
Company unanimously approved the dismissal of Grant Thornton as the Company's
independent certified public accountants and auditors. Grant Thornton
performed the audit for the Company and its subsidiaries for the fiscal years
ending June 30, 1992 through the fiscal year ending June 30, 1994. In the
previous two years, Grant Thornton's report on the Company's financial
statements did not contain an adverse opinion, nor a disclaimer of opinion, nor
was qualified or modified as to uncertainty, audit scope or accounting
principles. Except as described below, there were no disagreements with Grant
Thornton on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Grant Thornton, would have caused it to
make reference to the subject matter of the disagreements in connection with
its report during the Company's two most recent fiscal years and any subsequent
interim period preceding this dismissal.
With regard to the Company's financial statements for the year ended
June 30, 1993, there was an initial disagreement as to the amount of the
deferred taxes to be recognized for net operating losses carried forward. Such
disagreement, however, was resolved to the mutual satisfaction of Grant
Thornton and the Company.
With regard to the Company's financial statements for the year ended
June 30, 1994, there was an initial disagreement as to the accounting treatment
for the recognition of a deferred tax asset for net operating loss
carryforwards acquired in a business combination for which goodwill was
recorded. Such disagreement, however, was resolved to the mutual satisfaction
of Grant Thornton and the Company.
Neither the Company's Audit Committee nor its Board of Directors
discussed the subject matter of the above described disagreements with Grant
Thornton. The Company has authorized Grant Thornton to respond fully to the
inquiries of the successor accountant concerning the subject matter of such
disagreements.
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Grant Thornton has provided the Company with a copy of a letter to the
Commission stating that Grant Thornton agrees with the statements made in the
preceding paragraphs. The Audit Committee's decision to dismiss Grant Thornton
was unrelated to the initial disagreements described above.
ANNUAL REPORT
An Annual Report is being sent with this Proxy Statement. Any
Shareholder who wishes to obtain a copy of the Company's Annual Report on Form
10-K for the year ended June 30, 1995 as filed with the Securities and Exchange
Commission should follow the instructions contained in such Annual Report.
SHAREHOLDER PROPOSALS
Any Shareholder proposing to have any appropriate matter brought
before the next Annual Meeting of Shareholders must submit such proposal in
accordance with the proxy rules of the Securities and Exchange Commission.
Such proposal should be sent to Jerry L. Sims, Jr., Secretary, 5950 Berkshire
Lane, Suite 1650, Dallas, Texas 75225, no later than November 6, 1996.
REQUEST TO RETURN PROXIES PROMPTLY
A form of Proxy is enclosed for your use. Please mark, date, sign and
return the Proxy at your earliest convenience in the enclosed envelope. A
prompt return of your Proxy will be appreciated.
DATED at Dallas, Texas, this 16th day of February, 1996.
BY ORDER OF THE BOARD
JERRY L. SIMS, JR., Secretary
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PROXY CARD NRP INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Jerry L. Sims, Jr. and Michael G.
Santry as Proxies, each with the power to appoint his substitute, and hereby
authorizes each to represent and to vote, as designated below, all of the
shares of common stock of NRP Inc. held of record by the undersigned on
February 9, 1996, at the annual meeting of shareholders to be held on March 6,
1996 in New York, New York, or at any adjournment thereof:
(Instruction: To appoint another Proxy, please strike out the above Proxy's
name and write the substitute Proxy's name in the space below.)
<TABLE>
<S> <C>
Name of Proxy:
---------------------------------------------------------------------------------------------------------
1. Election of Directors [ ] For all nominees listed below [ ] Withhold authority to vote for all
(except as indicated to the contrary below): nominees listed below:
Directors: Michael G. Santry, Patrick V. Stark, Thomas Bijou, Mike Allred, J. Frank Mermoud, Jerry L. Sims, Jr., and
Darryl D. Pounds
(Instruction: To withhold authority to vote for any nominee, write that nominee's name in the space provided below.)
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(Continued and to be signed on reverse side)
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(Continued from reverse side)
<TABLE>
<S> <C>
2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting.
This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no
direction is made, this Proxy will be voted for Proposal 1.
Please sign exactly as name appears below. When shares are held by joint tenants, both should sign. When signing as attorney, as
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
-------------------------------------------------------------
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Number of Shares Held
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Signature
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Signature if Held Jointly
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Please Print Name
</TABLE>
15
