ELECTRIC & GAS TECHNOLOGY, INC.
13636 Neutron Road
Dallas, Texas 75244-4410
972-934-8797
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 10, 2000
__________
To the Stockholders:
The Annual Meeting of the Stockholders of Electric & Gas
Technology, Inc. (the Company or ELGT) will be held on Friday,
March 10, 2000, at 4:30 p.m. CDST, at the Renaissance Dallas
North Hotel, 4099 Valley View Lane, Dallas, Texas 75244, for the
following purposes:
To elect six directors to serve until the next annual
meeting of stockholders or until their successors have been
duly elected and qualified.
To consider and act upon a proposal to ratify the
appointment of independent public accountants for fiscal
2000.
To transact such other business as may properly come
before the meeting and all adjournments thereof.
Only stockholders of record at the close of business on January
31, 2000, will be entitled to notice of, and to vote at, said
meeting. The stock transfer books will not be closed. A
complete list of stockholders entitled to vote at the meeting
will be available for inspection at the meeting.
All stockholders are cordially invited to attend the meeting in
person; however, to assure your representation at the meeting,
you are urged to vote, sign, date and return the enclosed Proxy
as promptly as possible in the enclosed postage prepaid envelope.
Any stockholder attending the meeting may vote in person even if
a proxy has been submitted previously.
By order of the Board of Directors
Marie W. Pazol, Secretary
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES. IF YOU ATTEND THE MEETING, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
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ELECTRIC & GAS TECHNOLOGY, INC.
13636 Neutron Road
Dallas, Texas 75244-4410
972-934-8797
January 31, 2000
PROXY STATEMENT
___________
This proxy statement is furnished to stockholders of Electric &
Gas Technology, Inc. in connection with the solicitation by the
Board of Directors of proxies to be used at the Annual Meeting of
Stockholders of the Company to be held at the Renaissance Dallas
North Hotel, 4099 Valley View Lane, Dallas, Texas 75244, on
Friday, March 10, 2000, at 4:30p.m. CDST, and all adjournments
thereof. The Company's Annual Report for its fiscal year ended
July 31, 1999, including financial statements, and this proxy
statement and form of proxy/voting instruction card ("proxy card"
or "proxy") are being mailed to the stockholders commencing
February 3, 2000.
VOTING
Only stockholders of record at the close of business on January
31, 2000 are entitled to notice of, and to vote at, the meeting.
At that date, there were outstanding 8,343,417 shares of Common
Stock, $.01 par value and 90,000 shares of 7% Convertible
Preferred Stock (Series A), $10.00 par value of ELGT. Each share
is entitled to one vote.
Any proxy given pursuant to this solicitation may be revoked by
the person giving it at any time before it is voted by (1) giving
notice to ELGT of such revocation; (2) voting in person at the
meeting; or (3) executing and delivering a proxy bearing a later
date.
All properly executed proxies not revoked will be voted at the
meeting in accordance with the instructions contained therein.
Proxies containing no instructions specified in the form of proxy
will be voted in favor of management's nominees to the Board of
Directors and ratification of Jackson & Rhodes P.C. as the
Company's auditors. If any other matters are brought before the
meeting and submitted to a vote, all proxies will be voted in
accordance with the judgement of the persons voting the proxies.
A stockholder who has executed and returned a proxy may revoke it
at any time before it is voted, but only by executing and
returning a proxy bearing a later date, by giving written notice
or revocation to the Secretary of the Company, or by attending
the meeting and voting in person. Only votes cast in person or
by proxy will be counted at the meeting. Abstentions will be
reflected in the minutes of the meeting.
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EXPENSES OF SOLICITATION
The cost of soliciting proxies will be paid by the Company.
Solicitation of proxies may be accomplished by use of mail,
telephone or telegraph by the directors, officers or regular
employees of ELGT. The Company may request persons holding stock
in their name for others, or in the names of nominees for others,
to obtain proxies from their principals and the Company will
reimburse such persons for their expenses in so doing. The cost
involving postage, telephone, legal, accounting, printing and
stock transfer requirements, for the solicitation of proxies is
estimated to be no greater than $20,000.
1. ELECTION OF DIRECTORS
The By-laws of the Company provide that the number of Directors
to be elected at any meeting of stockholders shall be determined
by the Board of Directors. The Board has determined that six
directors of which two are non-management nominees shall be
elected at the Annual Meeting.
The following six (6) persons are nominees for re-election as
Directors to serve until the next annual meeting of stockholders
or until their successors are duly elected and qualified. Unless
authority to vote at the election of Directors is withheld, it is
the intention of the persons named in the enclosed form of Proxy
to nominate and vote for the persons named. The following sets
forth the names of the nominees and related information:
Name of Director
Nominee Age Principal occupation Since
S. Mort Zimmerman* 72 President and Chief Executive 1985
Officer of the Company
Daniel A. Zimmerman* 39 Senior Vice President of the Company 1989
Edmund W. Bailey 57 Vice President and Chief Financial 1994
Officer of the Company
Fred M. Updegraff 65 Vice President and Treasurer 1987
of the Company
James J. Ling 77 Chairman and CEO Empiric Energy, 1996
Inc. and President, Hill Investors, Inc.
Dick T. Bobbitt 75 Consultant 1996
* S. Mort Zimmerman and Daniel A. Zimmerman are father and son.
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S. Mort Zimmerman: Mr. Zimmerman is Chairman of the Board,
President and Chief Executive Officer of the Company since its
formation in March 1985. After attending Georgia Institute of
Technology and Oglethorpe, Mr. Zimmerman graduated in 1958 with a
Bachelor of Science in Electrical Engineering from Pacific
International University. He established the first electronics
subsidiary for the predecessor corporation of LTV Corporation
which was formed to market a low cost television camera invented
by Zimmerman and for which he was awarded a United States Patent
in 1958. Prior to 1963 he participated in the engineering and
installation of 18 television stations.
In 1965 Mr. Zimmerman formed the first "one-bank holding company"
of its kind in the United States and which later served as a
model from which many bank holding companies were formed. He
served as Chairman of the Board of four individual banking
institutions, three of which were located in Florida (Springs
National of Tampa, Metropolitan of Miami and Mercantile National
of Miami Beach) and New York City (Underwriters Trust). After
obtaining a public underwriting these banks were sold to others.
In 1967 Intercontinental Industries, Inc. was organized and Mr.
Zimmerman served as its Chairman and Chief Executive Officer.
This diversified holding company was primarily engaged in the
operations of Intercontinental Manufacturing Company, a weapons
manufacturer that was later sold. Through his research and
development in the field of video X-ray and imaging, Mr.
Zimmerman caused the organization of Video Science Technology,
Inc. in 1981 to exploit the inventions for which he was awarded
two U. S. Patents. Patents awarded include: Television Camera-
Video Amplifier and Blanking Circuits-1958, Electronic
Thermometer-1963, Video-X-Ray Imaging System and Method-1977,
Video System and Method for Presentation and Reproduction of X-
Ray Film Images-1977, Electromagnetic Radio Frequency Excited
Explosion Proof Lighting Method and System-1986, and Laser
Display of an Electronically Generated Image Signal-1987.
Recently, Mr. Zimmerman participated as a co-inventor on new
Electronic Refrigeration technology to which patents are pending.
Daniel A. Zimmerman: Mr. Zimmerman was elected Senior Vice
President in 1991 and was re-elected as a Director of the Company
in 1990 (Mr. Zimmerman served as a director from March, 1985 to
January, 1988). Mr. Zimmerman is presently serving as President
and Director of Reynolds. He received his Liberal Arts Degree
from Austin College in Sherman, Texas in May, 1982.
Edmund W. Bailey, CPA: Mr. Bailey has served as Vice President
and Chief Financial Officer of the Company since March, 1992. He
was elected a member of the Board of Directors May 1994. From
January 1989 to March, 1992, Mr. Bailey was a shareholder in the
public accounting firm of Jackson & Rhodes P.C., Dallas, Texas.
From August, 1987 to December, 1988, Mr. Bailey served as Vice
President and Chief Financial Officer of Southern Foods Group,
Inc., an independent milk producer. From May, 1986 to July,
1987, he was with the public accounting firm of Pannell Kerr
Foster, Dallas, Texas. Prior experience included 16 years in
public accounting with Fox & Company and Arthur Young & Company
(now Ernst & Young). Mr. Bailey earned a B.S. degrees in Business
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from Monmouth College, West Long Branch, New Jersey, and
an M.B.A. degree from Southern Methodist University, Dallas,
Texas. Mr. Bailey is licensed in the State of Texas as a
Certified Public Accountant.
Fred M. Updegraff: Mr. Updegraff has served as Vice President
and Treasurer of the Company since 1985. He was elected
Treasurer and a member of the Board of Directors in May, 1987.
Mr. Updegraff is also Vice President, Controller and Director
of DOL Resources which files reports under Section 13 of the
Securities Act of 1934. From 1976 to 1981, he was Vice
President of a manufacturing company engaged in the manufacture
of brass valves for the plumbing industry. Mr. Updegraff
graduated from Emporia State University with Bachelor Degrees in
Business Administration and Education.
Dick T. Bobbitt: Mr. Bobbitt has been president of VEC
Technology, Inc. (VEC) since August 1991. VEC is a consulting
firm involved in research and development of new products. Mr.
Bobbitt was one of the founders of American Technological
University and served as Chairman of the Board from 1973 to 1979.
Prior years were spent with RCA Corporation and Random House
Publishing Co.
James J. Ling: Mr. Ling is co-founder, chairman and chief
executive officer of Empiric Energy, Inc. since November 1992.
Mr. Ling founded Ling Electronics in 1955 and through a series of
mergers and acquisitions which includes, Temco Aircraft
Corporation, Chance-Vought, The Wilson Company, Braniff Airlines,
Jones & Laughlin and National Car Rental, guided the conglomerate
Ling-Temco-Vought (LTV) to a position among the largest companies
in the Nation with annual sales of $3.2 billion. Mr. Ling
resigned in 1971. Since 1985, Mr. Ling has been President of
Hill Investors, Inc., a company organized to hold oil and gas
investments and which also offers business consulting services.
THE BOARD OF DIRECTORS AND ITS COMMITTEE
The Board of Directors of the Company held two meetings during
the fiscal year ended July 31, 1999. The all incumbent directors
attended all such meetings.
The Company's Audit Committee consist of the two outside
directors, Mr. James J. Ling (Chairman) and Mr. Dick T. Bobbitt
and Mr. Edmund W. Bailey. The Audit Committee held one meetings
during fiscal 1999. The Audit Committee recommends to the Board
of Directors the independent public accountants and reviews the
scope of the audit and the actual audit performed by them. It is
responsible for insuring that the financial statements present
fairly the financial condition of the Company.
There are no other standing committees.
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2. RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation from the Audit
Committee, has appointed Jackson & Rhodes P.C. as independent
public accountants of the Company with respect to its operations
for the fiscal year ended July 31, 2000, subject to ratification
by the holders of Common Stock of the Company. Jackson & Rhodes
P.C. has served the Company in this capacity since its original
retention for the fiscal year ended July 31, 1991. A
representative of the firm will be available at the Annual
Meeting to answer appropriate questions of stockholders.
SECURITY OWNERSHIP
The following table sets forth information regarding the number
of shares of Common Stock beneficially owned by the executive
officers and directors of the Company and shareholders of the
Company known to the Company to be the beneficial owners of more
than five (5%) percent of its Common Stock at January 31, 2000:
Amount and Nature of Percent of
Name and Address Beneficial Ownership Class
S. Mort Zimmerman 915,973 (1) 10.88%
Chairman of the
Board and President
13636 Neutron Road
Dallas, Texas 75244-4410
Daniel A. Zimmerman(4) 390,714 (2) 4.64%
Sr. Vice President
and Director
13636 Neutron Road
Dallas, Texas 75244-4410
Edmund W. Bailey 72,805 (3) .86%
Vice President &
Chief Financial Officer
13636 Neutron Road
Dallas, Texas 75244-4410
Fred M. Updegraff 92,907 1.10%
Vice President
Treasurer & Director
13636 Neutron Road
Dallas, Texas 75244-4410
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All Officers &
Directors, as a
Group 1,525,727 18.12%
(1)Includes (i) 4,207 shares subject to options owned by Mr. S.
Mort Zimmerman; (ii) 82,888 shares of the 828,878 shares owned
beneficially and of record by Trans-Exchange Corporation, in
which Mr. S. Mort Zimmerman has a 10% beneficial interest; and
(iii) 31,429 shares owned by Glauber Management Company, a firm
42% owned by Mr. S. Mort Zimmerman and in which he effectively
controls the voting of the company's stock owned by such firm.
Mr. S. Mort Zimmerman disclaims any beneficial interest in the
shares owned by his wife's estate and their adult children.
(2)Includes 25,000 shares subject to options owned by Mr.
Zimmerman.
(3)Includes 30,000 shares subject to options owned by Mr. Bailey.
(4)S. Mort Zimmerman and Daniel A. Zimmerman are father and son.
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EXECUTIVE COMPENSATION
The following table sets forth all compensation paid by the
Company for services rendered during its last three fiscal years
to S. Mort Zimmerman, the Company's Chief Executive Officer. S.
Mort Zimmerman, Fred M. Updegraff, Daniel A. Zimmerman and Edmund
W. Bailey, Directors, each participated in the actions of the
Board setting the compensation amounts paid to S. Mort Zimmerman.
No specific criteria was used except an evaluation by the Board
that his salary be comparable to the compensation paid to chief
executive officers of other public companies similar in size and
revenues to the Company.
<TABLE>
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Summary Compensation Table
Long Term Compensation
Annual Compensation Awards Payouts
Other Restricted Number of Shares Long Term
Annual Stock Covered By Incentive Plan All Other
Name and Principal Position Year Salary Bonus Compensation Awards Option Grant Payout Compensation
S. Mort Zimmerman 1999 $238,400(a) $ - $ - - 4,207 - -
Daniel A. Zimmerman 1999 $112,346 $ - $ - - 25,000 - $7,547(d)
Edmund W. Bailey 1999 $120,000 $ - $ - - 30,000 - $1,200(c)
S. Mort Zimmerman 1998 $241,600(a) $30,000(b) $ - - 212,000 - -
Daniel A. Zimmerman 1998 $101,500 $20,000(b) $ - - 31,667 - $11,495(d)
Edmund W. Bailey 1998 $97,975 $20,000(b) $ - - 36,666 - $2,160(c)
S. Mort Zimmerman 1997 $239,760(a) $333,400(b) $ - - 212,000 - -
Daniel A. Zimmerman 1997 $97,596 $59,802(b) $ - - 31,667 - $19,629(d)
Edmund W. Bailey 1997 $108,000 $59,802(b) $ - - 36,666 - $2,160(c)
</TABLE>
S. Mort Zimmerman-President and Chairman of the Board.
Daniel A. Zimmerman-Senior Vice President.
Edmund W. Bailey-Vice President and Chief Financial Officer.
(a) A portion of the payments were made to an affiliate of S. Mort Zimmerman
and includes accrued and unpaid
compensation of $75,000 for fiscal year 1998 and 1997, respectively.
(b) Includes cash and bonus shares of Common Stock valued at $1.00 and $1.69
per share in 1998 and 1997,
respectively.
(c) Company match of 401 (K) employee contributions.
(d) Company match of 401 (K) employee contributions and expense allowances.
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1999 Stock Option Grants
NONE
Aggregate Option Exercises and Year-end Option Values
Set forth below are the number of shares covered by exercisable
and unexercisable options held on July 31, 1999 and the aggregate
gains that would have been realized had these options been
exercised on July 31, 1999, even though these options were not
exercised, and the unexercisable options could not have been
exercised, on July 31, 1999.
<TABLE>
<S> <C> <C> <C> <C>
Number of Shares Value of Unexercised
Covered by Unexercised In-The-Money
Options on 7/31/99 Options as of 7/31/99
Name Exercisable Unexercisable Exercisable(a) Unexercisable
S. Mort Zimmerman 4,207 -0- $ 2,945 -0-
Daniel A. Zimmerman 25,000 -0- $18,750 -0-
Edmund W. Bailey 30,000 -0- $22,500 -0-
</TABLE>
(a) Market value of shares covered by in-the-money options on
July 31, 1999 less option exercise price. Options are in-the-
money if the market value of the shares covered thereby is
greater than the option exercise price.
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Performance Graph
The following line graph compares (A) the yearly percentage
change in the Company's cumulative total shareholder return on
Common Stock, measured by dividing (i) the difference between the
Company's share price at the end and beginning of each year by
(ii) the share price at the beginning of each year with (B) the
NASDAQ Stock Market - US Index and the NASDAQ Non-financial
Index.
Cumulative Total Return
7/94 7/95 7/96 7/97 7/98 7/99
Electric & Gas Technology,Inc. 100 146 68 98 105 71
NASDAQ Stock Market (U.S.) 100 140 153 226 266 380
NASDAQ Non-financial 100 144 153 222 258 381
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FILINGS UNDER SECTION 16(A)
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership
of such securities with the Securities and Exchange Commission.
Officers, directors and greater than ten-percent beneficial
owners are required by applicable regulation to furnish the
Company with copies of all section 16(a) forms they file. The
Company is not aware of any beneficial owner of more than ten
percent of its Common Stock.
Based solely upon a review of the copies of the forms furnished
to the Company, the Company believes that during the 1999 fiscal
year all filing requirements applicable to its officers and
directors were complied with.
FINANCIAL INFORMATION
Fiscal year ended July 31, 1999 Annual Report and Form 10K of
the Company accompanies this proxy statement.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the annual
meeting of the Company scheduled for March 2001 must be received
by the Company not later than November 1, 2000 for inclusion in
its proxy statement and form of proxy relating to that meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors
is aware of no other matters, other than those described herein, to
be brought before the meeting. If any other matter should come
before the meeting, the persons named in the enclosed form of
Proxy or their substitutes will vote with respect to such matters
in accordance with their best judgement.
Marie W. Pazol, Secretary
Dallas, Texas
January 31, 2000
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ELECTRIC & GAS TECHNOLOGY, INC.
Proxy Solicited on Behalf of the Board of Directors of
the Company for the Annual Meeting of Stockholders March 10, 2000
The undersigned authorizes Fred M. Updegraff and Marie Pazol and
each of them as the Proxy to vote the common stock owned by the
undersigned upon the nominees for director, ratification of the
appointment of independent public accountants (as described in
the Proxy); and upon all other matters brought before the Annual
Meeting of Stockholders of Electric & Gas Technology, Inc. and/or
adjournment(s) thereof. Your shares cannot be voted by the Proxy
Committee unless your Proxy is SIGNED, DATED and RETURNED timely.
You are encouraged to specify your choices by marking same in
the appropriate boxes, however, it is not necessary to mark any box
if you wish to vote in accordance with the recommendations of the
Board of Directors.
THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR Items 1 and 2.
Item 1 Election of Directors:
S. Mort Zimmerman
Daniel A. Zimmerman
Edmund W. Bailey
Fred M. Updegraff
James J. Ling
Dick T. Bobbitt
Item 2 Ratification of Engagement of Independent Public
Accountants-Jackson & Rhodes P.C.
<PAGE>
