SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] 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 transactions applies:
(3) Per unit price 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:
<PAGE>
PHOTO CONTROL CORPORATION
APRIL 2, 1999
TO THE SHAREHOLDERS OF PHOTO CONTROL CORPORATION:
You are cordially invited to attend our Annual Meeting of Shareholders
to be held on Thursday, May 13, 1999 at 3:30 p.m., Daylight Savings Time,
Marquette Bank, 8200 Golden Valley Road (at Highway 55 & Winnetka Avenue),
Golden Valley, Minnesota.
The formal Notice of meeting, Proxy Statement and Proxy are enclosed.
Regardless of whether you plan to attend the Meeting, I shall
appreciate your completing and signing the accompanying Proxy and returning it
in the enclosed envelope.
Very truly yours,
Leslie A. Willig
Chairman of the Board of Directors
<PAGE>
PHOTO CONTROL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 13, 1999
TO THE SHAREHOLDERS OF PHOTO CONTROL CORPORATION:
The Annual Meeting of Shareholders of Photo Control Corporation, a
Minnesota Corporation (the "Company"), will be held at 3:30 p.m., Thursday, May
13, 1999, at Marquette Bank, 8200 Golden Valley Road, Golden Valley, Minnesota.
The items of business are:
1. To consider and act upon a proposal to set the number of
members of the Board of Directors at five.
2. To elect one director to hold office for a term of three
years, ending in 2002 or until a successor is elected.
3. To transact such other business as may properly come before
the Meeting or any adjournment thereof.
Only Shareholders of record as shown on the books of the Company at the
close of business on March 15, 1999, will be entitled to vote at the Meeting or
any adjournment thereof.
This Notice, the Proxy Statement, and the enclosed Proxy are sent to
you by order of the Board of Directors.
Mark J. Simonett
Secretary
Date: April 2, 1999
Minneapolis, Minnesota
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON.
SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON
IF THEY DESIRE.
<PAGE>
PHOTO CONTROL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
MAY 13, 1999
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of Photo
Control Corporation (the "Company") for use at the Annual Meeting of
Shareholders to be held on May 13, 1999, and at all adjournments thereof, for
the purposes set forth in the Notice of Meeting.
The cost of soliciting proxies, including the preparation, assembly,
and mailing of the proxies and soliciting materials, as well as the cost of
forwarding such materials to the beneficial owners of Common Stock, will be
borne by the Company. Directors, officers and regular employees of the Company
may, without compensation other than their regular compensation, solicit proxies
personally or by telephone. The Company expects that this Proxy Statement and
the accompanying form of proxy will be mailed to Shareholders on or about April
2, 1999.
Any Shareholder giving a proxy may revoke it at any time prior to its
use at the Meeting by giving written notice of such revocation to the Secretary
of the Company or by submitting to the Secretary another proxy bearing a later
date. Proxies will be voted as specified by Shareholders. Proxies which are
signed but which lack such specification will be voted in favor of each
proposal.
The mailing address of the principal executive office of the Company is
4800 Quebec Avenue North, Minneapolis, Minnesota 55428.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed March 15, 1999, as the
record date for the determination of the Shareholders entitled to vote at the
Annual Meeting. Persons who were not Shareholders on such date will not be
allowed to vote at the Annual Meeting. At the close of business on March 15,
1999, there were 1,604,163 outstanding shares of Common Stock, par value $.08
per share, which is the only outstanding class of voting stock of the Company.
A quorum must be present in order to transact business at the Annual
Meeting. A quorum is present if the holders of a majority of all shares
outstanding and entitled to vote are represented either in person or by proxy.
Each share of Common Stock is entitled to one vote. The proposal to set the
number of directors at five requires the affirmative vote of the holders of a
majority of the total voting power present in person or by proxy and entitled to
vote. Abstentions from voting on setting the number of directors at five will
have the effect of votes against, while broker non-votes are treated as shares
not voted.
The election of each director shall be decided by plurality vote. As a
result, any shares not voted for a director (whether by withholding authority,
broker non-vote or otherwise) will not affect the outcome. Holders of the Common
Stock are not entitled to cumulate their votes for the election of directors.
-1-
<PAGE>
ELECTION OF DIRECTORS
(PROPOSALS NUMBER 1 AND 2)
The Bylaws of the Company provide that at each annual meeting the
shareholders shall determine the number of directors for the ensuing year. Such
number shall not be less than three and not more than six. The Bylaws of the
Company also provide for three classes of directors with terms staggered so as
to require the election of only one class of directors each year. The term of
one director belonging to Class II ends with the 1999 Annual Meeting. Mr. Joe M.
Kilgore was also a Class II director until his death on February 10, 1999. The
Board of Directors therefore recommends that the number of directors of the
Company be set at five and that one director be elected at the 1999 Annual
Meeting.
The Board of Directors nominates Thomas J. Cassady for reelection as a
director of the Company. If elected, Mr. Cassady will serve for a three-year
term as the Class II director of the Board of Directors and until his successor
is elected and qualified.
Mr. Cassady is a member of the present Board of Directors and was
elected at the 1996 Annual Meeting of Shareholders. If prior to the 1999 Annual
Meeting of Shareholders it should become known to the Board of Directors that
Mr. Cassady will be unable to serve after the Annual Meeting as a director by
reason of death, incapacity or other unexpected occurrence, the proxies will be
voted for such substitute nominee as is selected by the Board of Directors.
Alternately, the proxies may, at the discretion of the Board of Directors, not
be voted as a result of death, incapacity, or other unexpected occurrence.
However, in no event will the proxies be voted for more than one nominee. The
Board of Directors has no reason to believe that either Mr. Cassady will be
unable to serve.
Following is information about the nominees and all other directors of
the Company.
-2-
<PAGE>
<TABLE>
<CAPTION>
NAME OF PRINCIPAL OCCUPATION(S)
NOMINEE OR CURRENT POSITION(S) AND EMPLOYMENT DURING DIRECTOR
DIRECTOR AGE WITH THE COMPANY PAST FIVE YEARS SINCE
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NOMINEE FOR 3 YEAR TERM
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<S> <C> <C> <C> <C>
Thomas J. 77 Director Mr. Cassady is a retired February,
Cassady President and Vice Chairman of 1978
(Class II) Merrill Lynch, Pierce, Fenner &
Smith, Inc. He also served that
Company as a member of its
Executive Committee. He is also a
director of BCT International,
Inc.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NAME OF PRINCIPAL OCCUPATION(S)
NOMINEE OR CURRENT POSITION(S) AND EMPLOYMENT DURING DIRECTOR
DIRECTOR AGE WITH THE COMPANY PAST FIVE YEARS SINCE
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INCUMBENT DIRECTORS WHOSE TERMS EXPIRE IN 2000
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<S> <C> <C> <C> <C>
James R. 73 Director Mr. Loomis retired in May,
Loomis February, 1992 as Chairman 1986
(Class III) and Chief Executive Officer
of Magnavox Electronic Systems
Co., a position he held since
May, 1990. Magnavox Electronic
Systems Co. has its headquarters
in Fort Wayne, Indiana and is a
manufacturer of electronic
equipment. From 1980 to 1990,
Mr. Loomis had been President
and Chief Operating Officer of that
company
John R. 58 Director, CEO Mr. Helmen has been President
Helmen and President of the Company since April 1997.
(Class III) In August, 1997, the Board of Directors
appointed him as CEO and a director of the
Company. Mr. Helmen was employed by
Supra Color Labs, Inc. as Vice President,
Director of Sales and Marketing from 1977
through 1979, President from 1979 through
1993, and General Manager after the sale of
Supra Color to Burrel Professional Labs in 1993.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NAME OF PRINCIPAL OCCUPATION(S)
NOMINEE OR CURRENT POSITION(S) AND EMPLOYMENT DURING DIRECTOR
DIRECTOR AGE WITH THE COMPANY PAST FIVE YEARS SINCE
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INCUMBENT DIRECTOR WHOSE TERM EXPIRES IN 2001
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<S> <C> <C> <C> <C>
Leslie A. 73 Chairman of the Mr. Willig, who received a Ph.D. June
Willig Board in Industrial Managerment from 1974
(Class I) the School of Business of the
University of Iowa in 1956, has
been a member and Chairman of
the Board of Directors of the
Company since June, 1974, was
its Chief Executive Officer from
August, 1974 to August, 1997,
and was its President from May,
1975 to April, 1997. For more
than five years, Mr. Willig also
has acted as a self employed
business and real estate broker
in Indiana.
George A. 73 Director Mr. Kiproff is a retired July,
Kiproff President of DEK Identification 1967
(Class I) Systems, a firm producing
identification cards and drivers
licenses which is headquartered
in Fort Wayne, Indiana. He also
acted as public accountant in
Fort Wayne.
</TABLE>
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<PAGE>
BOARD MEETINGS
The Company's Board of Directors has an Audit Committee and a
Compensation Committee. The Board of Directors has no separate Nominating
Committee but acts as a whole in that capacity. The Compensation Committee
reviews and recommends compensation for officers and directors of the Company,
and the Audit Committee assists the Board in satisfying its responsibilities
relating to the accounting, auditing and reporting practices of the Company.
Each committee consists of the four independent members, Leslie A.
Willig, James R. Loomis, Joe M. Kilgore, George A. Kiproff, and Thomas J.
Cassady. The Compensation Committee and the Audit Committee each met once during
fiscal year 1998. All the members of each committee attended all of the
committee meetings during the year.
The Company's Board of Directors held four meetings during fiscal year
1998. All the directors attended all the meetings of the Board during the year,
with the exception of the absence of Joe M. Kilgore at the August 3, 1998
meeting.
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<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for each of the
last three years awarded to or earned by the CEO and the other most highly
compensated executive officers of the Company.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM ALL
------------------------------------------------ COMPENSATION OTHER
NAME & PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) (1)(2) OPTIONS (#) COMPENSATION ($)(3)
- ------------------------- ---- ---------- --------------- ------------ -------------------
<S> <C> <C> <C> <C> <C>
JOHN R. HELMEN(4) 1998 120,000 0 0 0
President and Chief 1997 85,886 0 25,000 0
Executive Officer
WILLIAM L. NORMAN 1998 115,272 0 0 31,566
Former President of Norman 1997 120,500 0 0 7,168
Enterprises, Inc. 1996 120,500 0 10,000 6,769
</TABLE>
(1) The aggregate amount allocated for bonuses for a particular year is
established by the Board of Directors and normally is equal to a percentage of
the Company's corporate pretax profits for the year. Generally, an officer will
receive a bonus if the individual meets the performance criteria determined by
the President of the Company. (No bonuses under this plan were earned in 1998.)
(2) All optionees, upon exercise of their non-qualified stock option, receive a
cash bonus of 5% of the exercise price if exercised in the third year of the
option; 10% if exercised in the fourth year and 40% if exercised in the fifth
year.
(3) All other compensation includes the compensation accrued for the Executive
Salary Continuation Plan during 1998 (Mr. Norman - $31,566).
(4) Mr. Helmen became President of the Company in April, 1997, and CEO in
August, 1997.
-7-
<PAGE>
OPTION GRANTS IN 1998
No options were granted in 1998.
AGGREGATED OPTION EXERCISES IN 1998 AND DECEMBER 31, 1998 OPTION VALUE
There were no options exercised by officers in 1998 and no unexercised options
were in-the-money at December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED OPTIONS
AT DECEMBER 31, 1998
--------------------
NAME EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------
<S> <C> <C>
J.R. HELMEN 0 25,000
W. L. NORMAN 13,334 6,666
</TABLE>
-8-
<PAGE>
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company or subsidiaries
("outside director") receives an annual retainer of $12,000. Also, a fee of $500
is paid to each outside director for each board or committee meeting attended.
Those directors who are employees are not specifically compensated for their
duties as directors. The total amount paid to all directors for services as
directors during fiscal year 1998 was $71,000. Also, under the Company's stock
option plan, each participant is eligible to receive a cash bonus upon certain
option exercises.
EXECUTIVE SALARY CONTINUATION PLAN
In 1985, the Board of Directors adopted an Executive Salary
Continuation Plan to provide salary continuation benefits to selected executives
of the Company. Pursuant to the Plan the Board of Directors determines which key
executive employees may participate in the Plan. Each participant who continues
in employment with the Company or one of its subsidiaries until age 65, or dies
while employed by the Company, shall be entitled to receive salary continuation
benefits payable monthly for not less than 15 years. In the event of the death
of a participant, payments will be made to the participant's beneficiary. If a
participant dies before reaching age 67, salary continuation benefits will be
paid to the beneficiary of the participant for 15 years or until the participant
would have reached the age 67, whichever is longer. The amount of the salary
continuation benefits to be paid each year is 20% of the projected annual salary
of the participant at age 67. The projected annual salary is equal to the salary
the participant would receive at age 67 if his salary on August 9, 1985, (the
date of adoption of the Plan) was increased by 5% each year until the
participant reached age 67. The Company maintains a life insurance policy for
the individuals covered under the Plan, the proceeds of which are intended to
reimburse the Company for payment of salary continuation benefits. For the
participating individuals the estimated annual payment, assuming retirement at
age 67, is as follows: W.L. Norman, $36,150.
-9-
<PAGE>
PRINCIPAL SHAREHOLDERS
The only persons known to the Company to be beneficial owners of more
than five percent of the Company's Common Stock, $.08 par value, as of March 15,
1999, are set forth in the table below. Unless otherwise indicated the
shareholders listed in the table have sole voting and investment powers with
respect to the shares indicated.
Name and Address Amount Beneficially Percent of
of Beneficial Owner Owned Class (1)
- -------------------------------------------------------------------------------
Richard P. Kiphart 138,593 8.64%
222 West Adams Street
Chicago, Illinois
Leslie A. Willig 193,589(2) 12.04%
135 LN 780 Snow Lake
Fremont, Indiana
(1) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person to acquire them as of March 15, 1999, or within 60 days of such date
are treated as also outstanding when determining the percent owned by such
person and when determining the percent owned by a group of which such a person
is a member.
(2) Includes 3,333 shares not outstanding but obtainable upon exercise of
presently exercisable options. Mr. Willig has sole power to vote and direct the
disposition of the 190,256 shares which are beneficially owned by him and
presently outstanding.
-10-
<PAGE>
SHAREHOLDINGS OF OFFICERS AND DIRECTORS
The beneficial ownership of the Company's Common Stock, $.08 par value,
by directors and nominees for directors and by all of the Company's present
executive officers and directors as a group, as of March 15, 1999, is set forth
in the table below. Unless otherwise indicated the shareholders listed in the
table have sole voting and investment powers with respect to the shares
indicated.
Name of Individual or Number of Shares Percent of
Identity of Group Beneficially Owned (1) Class
- -------------------------------------------------------------------------------
John R. Helmen 27,900 1.74%
Leslie A. Willig 193,589 12.04%
George A. Kiproff 15,708 .98%
Thomas J. Cassady 48,645 3.03%
James R. Loomis 19,895 1.24%
Joe M. Kilgore 10,537 .65%
All Executive Officers and
Directors as a Group
(9 persons) 348,694 23.64%
(1) Includes the following shares which may be acquired within 60 days through
exercise of options: Mr. Willig - 3,333; Mr. Kiproff - 3,333; Mr. Cassady
- 3,333; Mr. Loomis - 3,333; Mr. Kilgore - 10,000 and all executive
officers - 40,000.
-11-
<PAGE>
INDEPENDENT AUDITORS
The Company has selected Virchow, Krause & Company, LLP certified
public accountants, as the independent auditors for the Company and its
subsidiaries for the year ending December 31, 1998. The firm has acted as
auditors for the Company and its subsidiaries since October 1, 1974.
The Board of Directors expects that a representative of Virchow, Krause
& Company, LLP will be present at the Company's 1999 Annual Meeting of
Shareholders. Such representative will be given an opportunity to make a
statement if he or she desires to do so and will be available to respond to
appropriate questions.
SHAREHOLDERS PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2000 Annual Meeting must be received by the
Company by December 1, 1999 to be included in the Company's Proxy Statement and
related proxy for the 2000 Annual Meeting.
OTHER BUSINESS
Management knows of no other matters to be presented at the Meeting. If
any other matter properly comes before the Meeting, the appointees named in the
proxies will vote in accordance with their best judgement.
ANNUAL REPORT
A copy of the Company's Report to Shareholders for the year ended
December 31, 1998, accompanies this Notice of Annual Meeting and Proxy
Statement. No portion of such Report is incorporated herein and no part thereof
is to be considered proxy soliciting materials.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS REPORT ON FORM
10-K (EXCLUSIVE OF EXHIBITS) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998, TO
EACH PERSON WHO WAS A SHAREHOLDER OF THE COMPANY AS OF MARCH 15, 1999, UPON
RECEIPT FROM ANY SUCH PERSON OF A WRITTEN REQUEST FOR SUCH ANNUAL REPORT. THE
FORM 10-K INCLUDES A LIST OF EXHIBITS NOT CONTAINED THEREIN. SUCH EXHIBITS WILL
BE FURNISHED UPON WRITTEN REQUEST AT A CHARGE OF $.50 PER PAGE PLUS THE
COMPANY'S MAILING EXPENSES. ALL SUCH REQUESTS SHOULD BE SENT TO VICE
PRESIDENT-TREASURER, PHOTO CONTROL CORPORATION, 4800 QUEBEC AVENUE NORTH,
MINNEAPOLIS, MINNESOTA 55428.
BY ORDER OF THE
BOARD OF DIRECTORS,
Leslie A. Willig
Chairman
Date: April 2, 1999
Minneapolis, Minnesota
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<PAGE>
PHOTO CONTROL CORPORATION
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 13, 1999
The undersigned hereby appoints Leslie A. Willig and George A. Kiproff, and each
of them, with full power of substitution, his or her Proxies to represent and
vote, as designated below, all shares of the Common Stock of Photo Control
Corporation registered in the name of the undersigned on March 15, 1999, with
the powers the undersigned would possess if personally present at the 1999
Annual Meeting of Shareholders of Photo Control Corporation to be held at
Marquette Bank, 8200 Golden Valley Road, Golden Valley, Minnesota at 3:30 p.m.,
Daylight Savings Time on May 13, 1999, and at any adjournment thereof, hereby
revoking any proxy or proxies previously given. THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS.
(CONTINUED ON OTHER SIDE)
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
1) Proposal to set the NUMBER OF DIRECTORS AT FIVE ( ) FOR ( ) AGAINST ( ) ABSTAIN
2) ELECTION OF DIRECTOR: Nominee: Thomas J. Cassady ( ) FOR the Nominee ( ) WITHHOLD AUTHORITY to vote for
nominee.
3) In their discretion, the appointed Proxies are authorized to vote upon such OTHER BUSINESS as may properly come before the
Meeting or any any adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS
DIRECTED, OR IF NO DIRECTION IS GIVEN, WILL BE VOTED
FOR EACH PROPOSAL.
Date ,1999
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PLEASE DATE AND SIGN ABOVE exactly as name appears
at the left, indicating where appropriate, offical
position or representative capacity. If stock is
held in joint tenancy, each joint owner should sign.
</TABLE>
