SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SECOM GENERAL CORPORATION
(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] $125 per Exchange Act Rule 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 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>
______________________________________________________________________________
NOTICE
SECOM GENERAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
MARCH 29, 1996
______________________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Secom
General Corporation ("Secom" or the "Company"), a Delaware corporation, will
be held at 3:00 p.m., Eastern Standard Time, on Friday, March 29, 1996 at the
Livonia Courtyard by Marriott, 17200 N. Laurel Park Drive, Livonia, Michigan,
48152, to consider and act upon the following items of business:
1. Election of the Board of Directors for a one year term;
2. Such other business as may properly come before the Meeting or
any adjournment thereof.
All of the above matters are more fully described in the accompanying Proxy
Statement. Only record holders of Common Stock at the close of business on
February 15, 1996 are entitled to notice of and to vote at the meeting or any
adjournment or adjournments thereof. A list of all stockholders as of February
15, 1996 will be open for inspection at the Annual Meeting.
By Order of the Board of Directors,
/s/ David J. Marczak
Secretary
Novi, Michigan
February 20, 1996
All stockholders are invited to attend the Meeting. If you are unable to
attend, please complete, date, sign and mail the enclosed Proxy Card promptly
so that your shares may be represented at this meeting and to ensure a quorum.
No postage is required if mailed in the United States using the accompanying
envelope. If you attend the meeting, you may withdraw your Proxy and vote your
shares. Proxies can also be revoked by submitting a new proxy with a later
date or by delivering written instructions to the Secretary of Secom.
When completing your Proxy Card, please sign your name as it appears printed.
If signing as attorney, executor, administrator, trustee or guardian, please
give your full title. A Proxy executed by a corporation must be signed by an
authorized officer.
<PAGE>
SECOM GENERAL CORPORATION
PROXY STATEMENT
SOLICITATION OF PROXIES
The enclosed Proxy is solicited by the Board of Directors (the "Board") of the
Company for purposes set forth in this Notice for Annual Meeting of
Stockholders. The solicitation is being made by mail and the Company may also
use its officers and regular employees to solicit proxies from stockholders
either in person or by telephone, facsimile or letter without additional
compensation. The Company will pay the cost for solicitation, which represents
the amounts normally expended relating to an uncontested election of
directors. Such costs normally include charges from brokers and other
custodians, nominees and fiduciaries for the distribution of proxy materials
to the beneficial owners of Common Stock.
The Common Stock of the Company is the only outstanding class of voting
securities. Each stockholder of record at the close of business on February
15, 1996 (the "record date") is entitled to vote at the meeting. As of the
close of business on the record date, there were 4,776,200 shares of Common
Stock outstanding. Each share is entitled to one vote on each of the matters
to come before the meeting and is not entitled to cumulative voting rights. A
majority of the outstanding shares of Common Stock will constitute a quorum
for the meeting.
Proxies returned to the Company or its transfer agent, American Stock Transfer
and Trust Company, and properly executed will be voted in accordance with
stockholders' instructions. Stockholders specify their choices by
appropriately marking the enclosed Proxy card. Any Proxy which is not revoked
and which does not otherwise indicate a preference will be voted in favor of
the nominees for director as set forth herein. The enclosed Proxy enables
stockholders to withhold their votes for any director and to abstain from
voting on any matter other than the election of directors. The Proxies also
give the Board discretionary authority to vote the shares represented thereby
on any matter which was not known as of the date of this Proxy Statement and
is properly presented for action at the meeting.
The execution of a Proxy will in no way effect a stockholder's right to attend
the Annual Meeting and vote in person. Stockholders have the right to revoke
their Proxies prior to the Annual Meeting by giving notice to the Company's
Secretary at the executive office of Secom. Stockholders may also revoke a
previously submitted proxy at the Annual Meeting by giving notice to the
Company's Secretary at the meeting.
For convenience in voting your shares on the enclosed proxy card, we have
enclosed a postage-paid return envelope to the Company's transfer agent,
American Stock Transfer and Trust Co., who will assist in tabulating the
stockholder vote. Secom's mailing address is 46035 Grand River Avenue, Novi,
Michigan 48374, its telephone number is (810)-305-9410 and facsimile number is
(810)-305-9599.
The approximate mailing date of this Proxy Statement and related proxy
materials is February 20, 1996.
<PAGE>
PRINCIPAL STOCKHOLDERS
As of the February 15, 1996 record date, the Company had 4,776,200 shares of
Common Stock outstanding. The following table sets forth as of that date the
Common Stock beneficially owned: (i) by each current director and nominee for
election as director; (ii) by all current executive officers and directors as
a group; and (iii) by each person known by Secom to beneficially own 5% or
more of the outstanding shares of the Common Stock.
<TABLE>
<CAPTION>
Number of shares Percent
Name and address Beneficially Owned (1) Owned (1)
- ---------------- ---------------------- ---------
<S> <C> <C>
Robert A. Clemente 20,194 (2),(3) 0.42%
Gregory Adamczyk 456,162 (2),(4) 9.29%
Rocco Pollifrone 174,834 (2),(5) 3.62%
Orville K. Thompson 1,481,499 (2),(6) 28.46%
Richard Thompson 19,000 (2) 0.40%
David J. Marczak 21,164 (2),(7) 0.44%
Martin J. Eidemiller 27,798 (9) 0.58%
Current Directors and Officers
as a Group (totaling 8) 1,783,988 (11) 45.55%
Manubusiness Opportunities, Inc.
c/o 24417 Groesbeck Hwy
Warren, Michigan 48089 2,414,831 (10) 44.10%
John Cocke
46657 Arboretum
Plymouth, Michigan 48170 514,132 (8) 10.77%
Secom General Corporation 401(k) Plan
46035 Grand River Avenue
Novi, Michigan 48374 292,084 (12) 6.12%
<FN>
(1) For the purposes of this table, shares indicated as being beneficially
owned include shares for which the person has the direct or indirect:
(1) voting power, which includes the power to vote or to direct the
voting, and/or (2) investment power, which includes the power to dispose
or to direct the disposition, of the shares of Common Stock indicated.
Unless otherwise indicated, the beneficial owner has sole investment and
voting power. Shares indicated as being beneficially owned also includes
shares not presently outstanding but which are subject to exercise
within 60 days through options, warrants, rights or conversion
privileges. For the purpose of computing the percentage of the
outstanding shares owned by a stockholder, the shares subject to such
exercise by a stockholder are deemed to be outstanding securities of the
class owned by the stockholder but are not deemed to be outstanding for
the purpose of computing the percentage owned by any other person.
(2) A director of the Company. The address for all directors is c/o Secom
General Corporation, 46035 Grand River Avenue, Novi, Michigan 48374.
(3) Mr. Clemente is President, CEO and Chairman of the Board.
(4) Represents 18.89% of the 2,414,831 shares that are beneficially owned by
MOI, as Mr. Adamcyzk owns 18.89% of the common stock of MOI. See
footnote (10) below.
(5) Represents 7.24% ownership of the 2,414,831 shares that are beneficially
owned by MOI, as Mr. Pollifrone owns 7.24% of the common stock of MOI.
See footnote (10) below.
(6) Represents 61.35% of the 2,414,831 shares that are beneficially owned by
MOI, as Mr. Thompson owns 61.35% of the common stock of MOI. See
footnote (10) below.
(7) Mr. Marczak is corporate Secretary, Treasurer and Chief Financial
Officer and his holdings include 9,000 shares of common stock options
that may be exercised through January 1999 at a price of $2.625 per
share.
(8) Mr. Cocke is a corporate Vice President. Shares that he owns are subject
to a proxy given to MOI. Accordingly, his shares are also deemed to be
beneficially owned by MOI and its stockholders for purposes of the table
shown above. See footnote (10) below.
(9) Mr. Eidemiller is a corporate Vice President and his holdings include
10,000 shares that may be acquired by the exercise of employee stock
options at a price of $2.625 per share through January 1999.
(10) MOI was formed to make an investment in the Company and its three
principal owners, Gregory Adamczyk, Rocco Pollifrone and Orville K.
Thompson, are Directors of Secom. MOI's shares include (i) 1,130,428
shares owned directly, (ii) 500,000 shares that may be purchased before
November 24, 1996 upon the exercise of stock warrants that have an
exercise price of $3.00 per share, (iii) 200,000 shares that may be
purchased before November 24, 1998 upon the exercise of stock options
that have an exercise price of $2.625 per share and (iv) 593,913 shares
owned by John Cocke and Larry McKnight, as they have each given MOI a
proxy to vote their shares for the election of Directors that are
nominated by the Board. The proxies expire November 23, 1996. MOI's
shares shown in the table above are also included in the share totals of
Gregory Adamczyk, Rocco Pollifrone and Orville K. Thompson, based on
their respective ownership percentage of MOI. See footnotes (4), (5),
(6) and (8) above.
(11) Includes the shares of common stock for the persons referenced with
footnote (2), (8) and (9); shares shown in more than one place are
included only once in the total.
(12) Participants of the Company's 401(k) Plan can vote their pro rata
portion of the shares owned by the Plan. Shares not voted by
participants may be voted by the Plan's trustee, David J. Marczak, who is
also a Director (see footnote 7 above). Shares owned by the 401(k) Plan
for the account of persons who are not officers or directors are not
included in the shares as shown beneficially owned by David J. Marczak or
by all directors and officers as a group. Of the shares owned by the
Company's 401(k) Plan, approximately 16,875 are owned for the account of
officers and directors and are treated as being owned directly by them
for purposes of this table.
</TABLE>
ELECTION OF DIRECTORS
The following information is furnished with respect to each Director. Unless
specifically instructed to the contrary, all Proxies will be voted for the
election of Robert A. Clemente, Gregory Adamczyk, Orville K. Thompson, Rocco
Pollifrone, Richard Thompson and David J. Marczak as Directors. All are
current members of the Board and were last elected in April 1995.
The six persons nominated have agreed to serve if elected. In the event that a
nominee is unable to serve or will not serve as a Director and such fact is
known by the Company at the Annual Meeting, then all Proxies may be voted by
the Board at the Annual Meeting for any other person duly nominated for that
open position.
The names and ages of the persons nominated for election as Directors and the
year in which each first became a director is set forth below:
<TABLE>
<CAPTION>
First Became
a Director Positions and Offices
Name and Age of Secom with Secom
- ------------ -------- ----------
<S> <C> <S>
Robert A. Clemente (42) 1993 Chairman of the Board, President & CEO
Gregory Adamczyk (40) 1993 Director
Rocco Pollifrone (38) 1993 Director
Richard Thompson (26) 1993 Director
Orville (Ken) Thompson (47) 1994 Director
David J. Marczak (35) 1989 Director, Secretary, Treasurer & CFO
</TABLE>
Business Experience of Board Nominees
The following summarizes the business experience of the nominees for election
as director of Secom:
Robert A. Clemente - President, CEO and Chairman of the Board. Bob became
President, Chief Executive Officer and Director of Secom in December 1993. He
was appointed Chairman in December 1994. Bob is an attorney and Of Counsel to
Hardy, Lewis and Page, P.C., which is located in Birmingham, Michigan. Prior
to joining the Company, Bob practiced law at Hardy, Lewis for 11 years,
specializing in corporate, commercial and tax law. Bob holds a Bachelor of
Business Administration from the University of Michigan - Dearborn, a Juris
Doctorate from Wayne State University and an L.L.M. in Taxation from New York
University. He is also a certified public accountant and certified management
accountant.
Gregory Adamczyk - Director. Greg became a Director of Secom in December 1993.
Since 1982, Greg has been the President and owner of Future Planning Corp.,
("Future") based in Livonia, Michigan. Greg is also Chairman, Director and
founder of Forward Planning Corp., ("Forward") also based in Livonia. Future
and Forward specialize in manufacturing engineering, primarily for automotive
factories. Greg holds a Bachelor of Science degree from the University of
Michigan - Dearborn.
Rocco Pollifrone - Director. Rocco became a Director of Secom in December
1993. Rocco is President and Chief Executive Officer of Forward Planning Corp.
and has been employed there or with affiliated companies for over ten years in
various management positions. He holds a Bachelor of Science degree from the
Detroit Engineering Institute.
Orville K. (Ken) Thompson - Director. Ken is President and owner of MST Steel
Corp., ("MST") based in Warren, Michigan. MST is a steel service center that
warehouses, processes and sells flat-rolled steel, primarily for the
automotive industry. He has held that position for over 15 years.
Richard Thompson - Director. Rich became a Director of Secom in December 1993.
In October 1994, Rich became President of Star Supply Company based in
Detroit, Michigan, a company that distributes heating and cooling units and
related products, primarily to contractors. Rich is also a Vice President of
MST and has held that position since 1991. He received a Bachelor of Arts
degree (Economics) from the University of Michigan in 1991.
David J. Marczak - Director, Secretary, Chief Financial Officer and Treasurer.
Dave was the Company's controller from 1986 to 1989, its treasurer and chief
financial officer since 1990 and its secretary since 1987. He was appointed to
the Board of Directors in April 1989 due to a Board member resignation and
served until July 1989, when a permanent replacement was appointed. He was
elected to the Board in 1991 and resigned in December 1993 in connection with
the appointment of four Directors selected by MOI. In 1994, he was again
nominated and elected to the Board and has been a Director since then. Dave is
a certified public accountant and holds a Bachelor of Business Administration
from the University of Michigan.
Each Director holds that position until the next annual stockholder's meeting
or his death, resignation or removal. Officers hold their respective positions
until their successors are appointed or they die, resign or are removed by the
Board.
Ken Thompson, Director, is the father of Richard Thompson, Director. There are
no other family relationships among the Directors and Officers listed above.
Except as set forth below, there are no arrangements or understandings
pursuant to which any of the Directors listed above were or are to be elected
as Officers or Directors.
Pursuant to the terms and conditions of the agreements entered into between
Secom and MOI that became effective on December 15, 1993, MOI was given the
right to designate four persons to be appointed to Secom's Board which then
consisted of seven persons. Accordingly, in December 1993, Robert A. Clemente,
Gregory Adamczyk, Rocco Pollifrone and Richard Thompson were appointed to the
Board and David J. Marczak resigned as Director so that a seven person Board
could be maintained. (See "Certain Transactions - Agreements with Manubusiness
Opportunities, Inc.," page 11.)
Directors' Committees and Meetings
The Board has Audit, Compensation and Operating committees.
Generally, the Audit Committee selects the independent accountants, reviews
the scope and results of the annual audit with the independent accountants,
and evaluates their independence. The current members of the Audit Committee
are Robert A. Clemente, Gregory Adamczyk and Rocco Pollifrone.
The members of the Compensation Committee review the performance of and
determine the salary levels and other compensation arrangements for the
officers of Secom and its subsidiaries. The current members of the
Compensation Committee are Robert A. Clemente, Gregory Adamczyk and Rocco
Pollifrone.
The Operating Committee meets as needed to make decisions in the event the
entire Board cannot meet within a short time span. The current members of the
Operating Committee are Robert A. Clemente and Gregory Adamczyk.
During the fiscal year ended September 30, 1995, the Board held two meetings
and all directors attended those meetings. The Audit, Compensation and
Operating Committees each held 4 meetings during the year.
Director Remuneration
Members of the Board presently are not compensated for their regular service
or attendance at Board meetings.
<PAGE>
EXECUTIVE COMPENSATION
Summary of Compensation
The following summary compensation table sets forth information concerning
cash and non-cash compensation for services in all capacities awarded to,
earned by or paid during the last three fiscal years to the Company's Chief
Executive Officer.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
--------------------- ----------
Securities
Underlying All Other
Name and Principal Position Year(1) Salary Bonus Options(#) Compensation
- --------------------------- ------- ------ ----- ---------- ------------
<S> <C> <C> <C> <C> <C>
Robert A. Clemente
Chairman of the Board;
Chief Executive Officer, 1995 $120,137 $ 0 $ 0 $ 0
President, Director 1994(2) 50,000 0 0 0
Martin J. Eidemiller
Vice President -
Tooling Group 1995(3) 72,000 35,000 0 0
<FN>
1 September 30 fiscal year.
2 Mr. Clemente became Chief Executive Officer in May 1994.
3 Mr. Eidemiller became Vice President of the Company's Tooling Group in October 1994.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information on option exercises in fiscal 1995 by
the Named Executive Officers and the value of such officers' unexercised
options at September 30, 1995.
<TABLE>
<CAPTION>
Number of Securites
Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired Value Fiscal Year End (#) Fiscal Year End ($)
On Exercise Realized --------------------- ---------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --- --- --------------------------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Clemente 0 0 0 0 0 0
Martin J. Eidemiller 0 0 6,667 3,333 0 0
</TABLE>
Compensation Pursuant to Stock Options
There were no stock options granted to officers, directors or employees during
fiscal 1995.
1991 Nonqualified Stock Option Plan
On August 1, 1991, Secom's Board adopted a nonqualified stock option plan (the
"1991 Plan"). The 1991 Plan authorizes the Board to grant stock options for a
maximum total of 400,000 shares of Common Stock to those employees of Secom
and its subsidiaries, including officers and directors, who have performed
well in their capacities and who have potential for assuming higher levels of
responsibility with Secom. The 1991 Plan is administered by the Board, which
determines the persons who are to receive options and the terms of the options
granted under the 1991 Plan. The option price of all options granted under the
1991 Plan shall not be less than the fair market value of the Common Stock at
the date of grant. Under the 1991 Plan, options may be granted only during the
recipient's employment, and must be exercised within a period fixed by the
Board, which may not exceed ten years from the date of grant unless earlier
terminated as a result of the termination of the recipient's employment.
However, if the recipient's employment is terminated as a result of death,
total and permanent disability, retirement after age 65 or other reasons
approved by the Board, those options may be exercised for specified periods up
to 12 months after that termination. Options granted under the 1991 Plan may
not be transferred except by reason of death. The 1991 Plan provides that the
Board may establish a vesting schedule with respect to any options granted
under the 1991 Plan which would limit the exercisability of those options
and/or the sale or transfer of any shares purchased upon exercise of those
options.
As of February 15, 1996, stock options for 135,600 shares were outstanding to
employees, including certain officers, pursuant to the 1991 Plan. All of those
options were issued at $2.625 per share, the market price on January 14, 1994,
which was the date of grant. See "Principal Stockholders."
1995 Stock Bonus Plan
In December 1994, the Board approved a management stock bonus plan to provide
a method for Secom to reward selected employees for their prior efforts and to
induce them to continue to exert their best efforts. The Plan provided for the
issuance by January 31, 1996 of up to 100,000 shares of common stock to be
granted to key employees as approved by the Board's Compensation Committee.
Under this Plan, 41,809 shares of Common Stock were issued to employees in the
fiscal year that ended September 30, 1995. Since this Plan has expired, no
additional shares will be issued pursuant to it.
Board Compensation Committee Report on Executive Compensation
The Compensation Committee (the "Committee") was established as a standing
committee of the Board in August 1992. Its purpose is to annually fix the
salaries of the Chief Executive Officer and other Executive Officers of the
Company, determine periodic bonuses and stock options for such executives, and
administer other programs that would provide compensation to such executives.
Robert A. Clemente, Rocco Pollifrone and Gregory Adamczyk were appointed to
the three person Compensation Committee in March 1994. Although Mr. Clemente
is a member of the Committee and participates in all matters presented to it,
he does not vote or participate in the determination of his own compensation
arrangements.
General
It is the philosophy of the Committee to ensure that executive compensation is
directly linked to continuous improvement in the Company's financial
performance and stockholder value. The following objectives represent the
underlying principles which support all compensation decisions:
* Allow the Company to attract and retain quality professional talent among
its executive officer group by establishing executive compensation that is
competitive within its industry peer group.
* Integrate compensation practices that promote the successful execution of
the Company's long-term plans and goals.
* Encourage Company stock ownership by its executive officers and enhance
stockholder value through periodic stock option awards or other
stock-based compensation arrangements.
Executive compensation is reviewed on an annual basis by the Committee in
conjunction with an analysis of each individual's performance. In addition,
corporate performance is evaluated in a manner to ensure that compensation
levels support the continued focus on increasing profitability and stockholder
value. Conversely, in periods when corporate performance goals are not
achieved, the Committee may decrease the level of overall individual
compensation.
The Committee has also reviewed independent compensation survey information
from national and regional organizations that report compensation practices
and salary levels for various executive positions at comparably sized
companies that operate in similar lines of businesses of the Company.
Salaries and Bonuses
The Committee's policy is to award discretionary bonuses to key employees each
year based on their individual performance and the overall performance of the
Company.
Fiscal 1995 Compensation Concerning Chief Executive Officer
Mr. Clemente's base salary was increased significantly over his base salary of
the prior year, due to a variety of circumstances. Most pertinent of those
factors was Mr. Clemente's request to maintain a low salary until the Company
had improved its financial condition and operating results. The Committee
believes that Mr. Clemente has had a significant impact on improving the
financial performance of the Company in fiscal 1995 compared to fiscal 1994,
as shown by its higher profitability and increased liquidity. Currently, the
Committee (other than Mr.Clemente) has set his base salary at $150,000
annually. While the Committee believes that Mr. Clemente's salary rate is
generally lower than compensation for CEO's of comparably sized companies, it
is currently developing a compensation program for Mr. Clemente which would be
based directly on the achievement of specific goals designed to increase the
profits and value of the Company.
Compensation Committee Interlocks and Insider Participation
All members of the Committee are Directors and Robert A. Clemente is also
Chairman, President and CEO.
During 1995, the law firm of Hardy, Lewis & Page, PC, ("Hardy, Lewis") of
which Mr. Clemente is in an "Of Counsel" capacity, was retained by the Company
for professional legal services required in the normal course of business. Mr.
Clemente does not receive any portion of the fees paid by the Company to
Hardy, Lewis. This law firm and Mr. Clemente also provide legal services to
MST Steel Corp., which is owned by Ken Thompson, and to Future Planning Corp.
and Forward Planning Corp., whose principal owners and officers are Gregory
Adamczyk and Rocco Pollifrone.
Presented by: The Compensation Committee of the Board of Directors
Robert A. Clemente
Gregory Adamczyk
Rocco Pollifrone
Company Performance
The following graph depicts a five year comparison of cumulative total
returns, assuming $100 was invested on September 30, 1990 in (a) Secom's
common stock; (b) the NASDAQ Stock Market - U.S. (as a broad equity market
index) and (c) the NASDAQ non-financial index (as a peer group index utilizing
a published industry index). The graph assumes retention of the 10% stock
dividends paid in May 1991 and June 1992.
[EDGAR NOTE: The performance graph required by Item 402(l) of
Regulation S-K appears in this position of the paper document.
A copy of the performance graph on paper is being submitted to
the Branch Chief in the Division of Corporation Finance. A
table containing the data used to create the performance
graph's data points is provided below.]
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG SECOM GENERAL CORPORATION, THE NASDAQ STOCK MARKET-US INDEX
AND THE NASDAQ NON-FINANCIAL INDEX
09/90 09/91 09/92 09/93 09/94 09/95
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Secom General Corporation (SECM) 100 489 235 168 161 168
Nasdaq Stock Market-US (INAS) 100 157 176 231 233 321
Nasdaq Non-Financial Index (INNF) 100 157 166 216 215 294
<FN>
* $100 invested on 09/30/90 in stock or index - including reinvestment of
dividends. Fiscal year ending September 30.
</TABLE>
Compliance with Section 16(a) of The Securities Exchange Act
The Company's executive officers and directors are required under the
Securities Exchange Act of 1934 to file reports of ownership and changes in
ownership of common stock of the Company with the Securities Exchange
Commission and the NASDAQ. Copies of those reports must also be furnished to
the Company.
Based solely on a review of the copies of reports furnished to the Company and
written representations that no other reports were required, the Company
believes that during the preceding year all filing requirements applicable to
executive officers and directors have been complied with, with the exception
of the initial report of ownership on Form 3 by Orville K. Thompson, which was
filed late following his election as a Director in 1994, the late filing of a
Form 4 by Robert A. Clemente reflecting the acquisition of 5,000 shares
through a private purchase, and the year end report on Form 5 which was filed
late for Robert A. Clemente, President and David J. Marczak, CFO, reflecting
the acquisition of 3,768 and 2,530 shares, respectively, which were acquired
throughout fiscal year 1995 by the Company's 401(k) Plan based on their 401(k)
payroll deferral amounts.
CERTAIN TRANSACTIONS
Agreements with Manubusiness Opportunities, Inc.
Effective December 1993, the Company obtained a subordinated loan for $1
million from Manubusiness Opportunties, Inc. ("MOI"). As part of the loan
transaction with MOI, the Company agreed to appoint four persons to its Board
so that MOI would have a majority of the Company's then seven person Board.
Accordingly, in December 1993, Robert A. Clemente, Richard Thompson, Gregory
Adamczyk and Rocco Pollifrone were appointed to the Board, while David J.
Marczak resigned his Directorship at the same time, so the seven person Board
could be maintained. The majority stockholder of MOI is Ken Thompson, who was
first elected to the Board in 1994, while Gregory Adamczyk and Rocco
Pollifrone are minority stockholders of MOI. The Company also agreed to have a
new Chief Executive Officer hired under a Management Agreement executed with
MOI and pursuant to that agreement, Robert A. Clemente was appointed as the
President and CEO in April 1994. The Management Agreement granted nonqualified
stock options to MOI for the purchase of 200,000 shares of common stock at
$2.625 per share, expiring on or before November 23, 1998.
Also in connection with the MOI loan, the Company granted the following common
stock purchase warrants to MOI: (1) a warrant to purchase 500,000 shares of
common stock for an exercise price of $2.00 per share on or before November
23, 1994; (2) a warrant to purchase 500,000 shares of common stock for an
exercise price of $2.00 per share on or before November 23, 1995; and (3) a
warrant to purchase 500,000 shares for an exercise price of $3.00 per share on
or before November 23, 1996. The first two warrants have been exercised by
MOI, as the Company agreed to cancellation of the $1 million note for
consideration of the first warrant and MOI paid an additional $1 million to
the Company for exercise of the second warrant. The MOI warrants contain
anti-dilution provisions that would adjust the number of shares and exercise
price per share in the event of a stock split, stock dividend, reorganization
and similar events. The warrants also provide "piggyback" registration rights
with respect to the shares of Common Stock that are issuable upon exercise of
those warrants.
In addition to its agreements with the Company, MOI obtained three year proxy
agreements from Roy McKnight, Larry McKnight and John Cocke, then directors
and/or stockholders of Secom. The proxy agreements, which expire in November
1996, allow MOI to vote shares held by those individuals for the slate of
directors nominated annually by the Company. The agreements contain no
restrictions on the sale of shares held by those indiviuals.
Shares Issued to John Cocke
John Cocke, a former Director and current Vice President, was a minority
stockholder of Uniflow Corporation ("Uniflow") prior to its acquisition by the
Company in September 1991. Mr. Cocke received 149,196 shares of Common Stock
in exchange for his 15.8% Uniflow ownership. His pro rata shares received were
calculated on the same basis as was used for the other stockholders of
Uniflow. In connection with the Uniflow acquisition, the Company entered into
agreements with each of Uniflow's stockholders whereby Secom agreed that if,
during the six month period beginning September 13, 1993, the former Uniflow
stockholders sold any of the Common Stock they received in exchange for their
Uniflow shares, Secom would pay them an amount equal to $7.09 minus the gross
sales price per share for each share sold. In December 1993, Secom issued
168,379 restricted shares of Common Stock to Mr. Cocke in exchange for
cancellation of his "stock price guarantee" from the Company. The number of
shares issued to Mr. Cocke was determined by using an imputed selling price of
$3.50 per share of Secom common stock. This same method was used to determine
the number of shares to be issued to all other persons who had stock price
guarantees that were cancelled in exchange for restricted shares of Common
Stock.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board recommends a vote "FOR" the election of Robert A. Clemente, Gregory
Adamczyk, Rocco Pollifrone, Richard Thompson, Orville K. Thompson and David J.
Marczak as Directors of Secom. Proxies solicited by Management will be so
voted unless stockholders direct otherwise in their Proxies.
Vote Required
Under provisions of the Delaware General Corporation Law, the election of
Secom's Directors requires a plurality of the votes represented in person or
by proxy at the meeting.
Effect of Abstention
A stockholder who abstains from voting on the election of Directors will be
included in the number of stockholders present at the meeting for the purpose
of determining whether a quorum exists for the conduct of business. However,
an abstention with respect to the election of Directors will not be counted
either in favor of or against the election of the nominees.
Effect of Broker Non-Vote
Brokers holding shares for the account of their clients may vote such shares
either in the manner directed by their clients or in their own discretion if
permitted by the exchange or other organization of which they are members.
Proxies which are voted by brokers on at least one but not all of the
proposals are referred to as "broker non-votes". Broker non-votes will be
included in determining the presence of a quorum. However, a broker non-vote
is not treated as present and entitled to vote and will therefore have no
impact on the outcome of the election of directors.
OTHER MATTERS
As of the date of this Proxy Statement, the Board knows of no other matters
which may properly be, or are likely to be, brought before the meeting.
However, if any matters are properly brought before the meeting, the persons
named in the enclosed Proxy will vote the shares subject to Proxy as the Board
of Directors may recommend.
The Annual Meeting presentation will include an address by the Chairman,
President and CEO, Robert A. Clemente. A general discussion period will
follow, at which time stockholders will have an opportunity to ask questions
about the Company's business and operations.
Relationship with Independent Accountant
The Company has selected the accounting firm of Deloitte & Touche LLP
("Deloitte") as its independent certified public accountants for the fiscal
year ending September 30, 1996. Deloitte has reported on the Company's
financial statements for the years ended September 30, 1995, 1994 and 1993,
which are included in the Annual Report mailed with this Proxy Statement.
Audit engagement services are approved annually by the Board. Representatives
of Deloitte are expected to be present at the Annual Meeting, will have the
opportunity to make a statement if they so desire and will respond to
appropriate questions.
Proposals for 1997 Annual Meeting
If a stockholder desires to submit a proposal for consideration at the next
Annual Stockholders Meeting and would like to have the proposal submitted on
Secom's proxy statement and form of proxy, such proposal must be received by
Secom no later than November 20, 1996 or 120 days before mailing of the Proxy
Statement for the next Annual Stockholders meeting, whichever is later. The
Company anticipates that it will hold its next Annual Stockholder Meeting in
March, 1997.
Annual Report and Form 10-K
All Stockholders of record on February 15, 1996 have been sent, or are
concurrently being sent, a copy of the Company's 1995 Annual Report to
Stockholders, which contains audited financial statements for the fiscal year
ended September 30, 1995.
A copy of Secom's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995 that was filed with the Securities and Exchange Commission
may be obtained without charge (except for exhibits to that Form 10-K, which
will be furnished upon payment of Secom's reasonable expenses in furnishing
those exhibits). To obtain a copy of the 1995 Form 10-K, please send a written
request to Secom General Corporation, Investor Relations, 46035 Grand River
Avenue, Novi, Michigan 48374.
By Order of the Board of Directors,
/s/ David J. Marczak
Secretary
Novi, Michigan
February 20, 1996
<PAGE>
SECOM GENERAL CORPORATION
PROXY CARD FOR ANNUAL MEETING MARCH 29, 1996
The undersigned hereby appoints Robert A. Clemente and David J. Marczak or any
one of them acting in the absence of the others, as attorneys and proxies of
the undersigned, with full power of substitution, for and in the name of the
undersigned, to represent the undersigned at the Annual Meeting of
Stockholders of Secom General Corporation, a Delaware corporation (the
"Company"), to be held at the Livonia Courtyard by Marriott, 17200 N. Laurel
Park Drive, Livonia, Michigan 48152, at 3:00 p.m. local time on March 29,
1996, and at any adjournment or adjournments thereof, and to vote all shares
of stock of the Company standing in the name of the undersigned, with all of
the powers the undersigned would possess if personally present at such
meeting.
1. Election of Directors [ ] FOR [ ] WITHHELD
Nominees: Robert A. Clemente, Gregory Adamczyk,
Rocco Pollifrone, Orville K. Thompson,
Richard Thompson and David J. Marczak
For all of the above, except vote withheld for
the following nominee(s):
________________________________________________
2. Such other business as may properly come before the meeting or any
adjournment thereof.
MANAGEMENT AND THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR THE
APPROVAL OF THE FOREGOING PROPOSALS.
(See reverse side)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
You do not need to submit this Proxy unless you want to revoke a previously
submitted Proxy and change your vote. This Proxy is solicited on behalf of the
Board of Directors of the Company and unless otherwise so specified, will be
voted in favor of the nominees set forth herein.
Date: ____________________________
__________________________________
Signature
__________________________________
Signature
NOTE: Please sign exactly as your name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such.
