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] 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 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 Logo ]
ANNUAL MEETING OF STOCKHOLDERS
MARCH 20, 1997
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 Thursday, March 20, 1997 at
the Novi Double Tree Hotel, 27000 Sheraton Drive, Novi, Michigan 48377, 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 January 24, 1997 are entitled to notice of and to vote at the meeting or
any adjournment or adjournments thereof. A list of all stockholders as of
January 24, 1997 will be open for inspection at the Annual Meeting.
By Order of the Board of Directors,
/s/ David J. Marczak
---------------------
David J. Marczak
Secretary
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.
Novi, Michigan
January 27, 1997
<PAGE>
[ Secom General Corporation Logo ]
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 January
24, 1997 (the "record date") is entitled to vote at the meeting. As of the
close of business on the record date, there were 5,336,107 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 affect 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 26600 Heyn Drive, Novi, Michigan
48374-0705, its telephone number is (810) 305-9410 and facsimile number is
(810) 347-9956.
The approximate mailing date of this Proxy Statement and related proxy
materials is January 31, 1997.
1
<PAGE>
PRINCIPAL STOCKHOLDERS
As of the January 24, 1997 record date, the Company had 5,336,107
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
Beneficially Percent
Name and address Owned (1) Owned (1)
---------------- ---------------- ---------
<S> <C> <C>
Robert A. Clemente ........................... 71,246(2),(3) 1.33%
Gregory Adamczyk ............................. 360,594(2),(4) 6.51%
Rocco Pollifrone ............................. 146,434(2),(5) 2.65%
Orville K. Thompson .......................... 1,122,968(2),(6) 20.28%
Richard Thompson ............................. 19,412(2),(7) .36%
David J. Marczak ............................. 18,067(2),(8) .34%
Martin J. Eidemiller ......................... 26,321(9) .49%
Current Directors and Officers as a Group
(totaling 8) ............................... 1,965,474(10) 35.30%
Manubusiness Opportunities, Inc.
c/o 24417 Groesbeck Hwy.
Warren, Michigan 48089 ....................... 1,830,428(11) 33.06%
John Cocke
46657 Arboretum
Plymouth, Michigan 48170 ..................... 490,028 9.18%
Secom General Corporation 401(k) Plan
26600 Heyn Drive
Novi, Michigan 48374-0705 301,966(12) 5.66%
<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 beneficially owned by a stockholder, any shares
issuable to such persons under stock options exercisable within 60 days
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, 26600 Heyn Drive, Novi, Michigan 48374-0705.
(3) Includes 22,500 shares which Mr. Clemente has the right to acquire
within 60 days pursuant to the exercise of stock options.
(4) Includes 360,594 shares which represents 19.7% of the 1,830,428 shares
that are beneficially owned by MOI, as Mr. Adamczyk owns 19.7% of the
Common Stock of MOI. See footnote (11) below.
(5) Includes 146,434 shares which represents 8% of the 1,830,428 shares that
are beneficially owned by MOI, as Mr. Pollifrone owns 7% of the Common
Stock of MOI. See footnote (11) below.
(6) Includes 1,122,968 shares which represents 61% of the 1,830,428 shares
that are beneficially owned by MOI, as Mr. Thompson owns 61% of the
Common Stock of MOI. See footnote (11) below.
2
<PAGE>
(7) Does not include 16,588 shares of Common Stock which are owned by Mr.
Thompson's sister under the Michigan Uniform Gifts to Minors Act. Although
Mr. Thompson is the custodian pursuant to such gift, he does not exercise
the power to vote such shares and disclaims beneficial ownership of such
shares.
(8) Includes 5,000 shares of Common Stock which Mr. Marczak has the right to
acquire within 60 days pursuant to the exercise of stock options.
(9) Includes 5,000 shares of Common Stock which Mr. Eidemiller has the right
to acquire within 60 days pursuant to the exercise of stock options.
(10) Includes the shares of Common Stock for the persons referenced with
footnote (2) and (9); shares shown in more than one place are included
only once in the total.
(11) 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) 1,630,428
shares owned directly, and (i) 200,000 shares of which MOI has options
exercisable within 60 days. 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) and (6) above.
(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 8 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 Mr. Marczak or
by all directors and officers as a group. Of the shares owned by the
Company's 401(k) Plan, approximately 21,363 are owned for the account of
officers and directors and are treated as being owned directly by them
for purposes of this table.
</TABLE>
3
<PAGE>
ELECTION OF DIRECTORS
Six Directors will be elected to the Board at the Annual Meeting, each
to hold office until the next Annual Meeting of Shareholders or until a
successor is elected and qualified. Unless authority is withheld on the
attached form of proxy card, all Proxies will be voted for the election of
the nominees set forth below to serve as Directors.
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 following table sets forth certain information regarding
management's nominees for election to the Board of Directors. All of the
nominees are currently Directors of the Company and were elected at the 1996
Annual Meeting.
<TABLE>
<CAPTION>
Name and Age Position and Principal Occupation
------------ ---------------------------------
<S> <C>
Robert A. Clemente, 43 ............ President, Chief Executive Officer and
Director of the Company since December
1993 and Chairman since December 1994.
Mr. Clemente is an attorney and
certified public accountant. Prior to
joining the Company, Mr. Clemente
practiced law at Hardy, Lewis and Page,
P.C. for 12 years, specializing in
corporate, commercial and tax law.
Gregory Adamczyk, 41 .............. Director of the Company since December
1993. Mr. Adamczyk has been the
President and owner of Future Planning
Corp. since December 1993 and is also
Chairman, Director and founder of
Forward Planning Corp. Both Future
Planning Corp. and Forward Planning
Corp. are based in Livonia and
specialize in manufacturing
engineering, primarily for automotive
factories.
Rocco Pollifrone, 39 .............. Director of the Company since December
1993. Mr. Pollifrone is President and
Chief Executive Officer of Forward
Planning Corp. and has been employed
there or with affiliated companies for
over 10 years in various management
positions.
Orville (Ken) Thompson, 48 ........ Director of the Company since December
1993. Mr. Thompson has been the
President and owner of MST Steel Corp.,
based in Warren, Michigan for over 15
years. MST Steel Corp. is a steel
service center that warehouses,
processes and sells flat- rolled steel,
primarily for the automotive industry.
Richard Thompson, 28 .............. Director of the Company since December
1993. Mr. Thompson has been a Vice
President of MST Steel Corp. since
1991.
David J. Marczak, 36 .............. Director of the Company since April
1994, Treasurer and Chief Financial
Officer of the Company since 1990 and
Secretary since 1987. Mr. Marczak
previously served as a Director of the
Company from April 1989 to July 1989
and from March 1991 until December
1993.
</TABLE>
4
<PAGE>
Certain Information Regarding the Nominees
Ken Thompson, Director, is the father of Richard Thompson, Director.
There are no other family relationships among the Directors and Officers
listed above.
Directors' Committees and Meetings
During the fiscal year ended September 30, 1996, the Board held one
formal meeting and all Directors attended that meeting. The Board has an
Audit and a Compensation and Remuneration Committee.
The Audit Committee, which met once last year, is responsible for
recommending to the Board of Directors the selection of the independent
public accountants; approving the scope and nature of services provided by
the independent public accountants; reviewing the results of the annual audit
with the independent accountants; and evaluating their independence. The
current members of the Audit Committee are Robert A. Clemente, Gregory
Adamczyk and Rocco Pollifrone.
The Compensation Committee, which held one formal meeting last year,
reviews the performance of and determines the salary levels and other
compensation arrangements for the Company's executive officers and its
subsidiaries. The current members of the Compensation Committee are Robert A.
Clemente, Gregory Adamczyk and Rocco Pollifrone.
During fiscal 1996, members of the Board were not compensated for their
regular service or attendance at Board meetings.
EXECUTIVE OFFICERS
The executive officers shown below currently serve in the capacities
indicated. Each executive officer holds his position until his successor is
appointed or his death, resignation or removal by the Board.
<TABLE>
<CAPTION>
Name and Age Position and Principal Occupation
------------ ---------------------------------
<S> <C>
Robert A. Clemente, 43 ................. President and Chief Executive
Officer. Please see "Election of
Directors -- Robert A. Clemente."
Martin J. Eidemiller, 39 ............... Vice President of the Company's
Tooling Group since 1994. Mr.
Eidemiller has been engaged in
various management positions with
the Company for over five (5)
years.
David J. Marczak, 36 ................... Chief Executive Officer,
Secretary, and Treasurer. Please
see "Election of Directors --
David J. Marczak."
</TABLE>
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 and officers whose cash compensation
exceeded One Hundred Thousand ($100,000) Dollars in any such fiscal year.
5
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
------------------- ------------
Securities
Underlying All Other
Name Principal Position Year(1) Salary Bonus Options(#) Compensation
---- ------------------ ------- ------ ----- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Clemente ....... Chairman of the Board, 1996 $150,000 -- -- --
Chief Executive Officer, 1995 120,137 -- -- --
President, Director 1994 (2) 50,000 -- -- --
Martin J. Eidemiller ..... Vice President -- 1996 107,501 $30,000 -- --
Tooling Group 1995 (3) 102,000 35,000 -- --
David J. Marczak ......... Chief Financial Officer, 1996 88,750 20,000 -- --
Secretary Treasurer 1995 80,000 15,000 -- --
1994 80,000 5,000 -- --
<FN>
- ----------------
(1) September 30 fiscal year end.
(2) Mr. Clemente became Chief Executive Officer in May 1994.
(3) Mr. Eidemiller became Vice President of the Company's Tooling Group in
October 1994.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table provides information on option exercises in fiscal
1996 by the Named Executive Officers and the value of such officers'
unexercised options at September 30, 1996.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options at
Fiscal Year End (#) Fiscal Year End ($)
Shares ------------------------- ---------------------------
Acquired Value
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert A. Clemente ....... -- -- 22,500 202,500 $18,281 $164,531
Martin J. Eidemiller ..... -- -- 5,000 45,000 $ 4,063 $ 36,563
David J. Marczak ......... -- -- 5,000 45,000 $ 4,063 $ 36,563
</TABLE>
Compensation Pursuant to Stock Options
During fiscal 1996, the Board of Directors approved the issuance to Mr.
Clemente of 175,000 stock options exercisable at $1.94 per share, which was
the market rate on the date of grant. As of September 30, 1996, 17,500 of
these options were exercisable with the remaining options ratably vesting
over a five year period. Mr. Clemente's options expire ten years from the
date of the grant and were awarded pursuant to a stock option agreement
between the Company and Mr. Clemente.
1991 Non-Qualified Stock Option Plan
On August 1, 1991, Secom's Board adopted a non-qualified 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
6
<PAGE>
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 January 24, 1997, stock options for 326,000 shares were
outstanding to employees, including certain officers, pursuant to the 1991
Plan. During fiscal 1996, options to purchase shares of Common Stock were
awarded to the Company's executive officers as follows: David J. Marczak,
Robert A. Clemente and Martin J. Eidemiller were each granted stock options
for 50,000 shares at $1.94 per share and the executive officers, as a group,
were granted stock options for 150,000 shares.
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 1996.
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.
7
<PAGE>
Fiscal 1996 Compensation Concerning Chief Executive Officer
The Compensation Committee believes that the CEO's compensation should
be influenced by the performance of the Company. For fiscal 1996, the
Committee recommended and the Board approved a moderate increase to Mr.
Clemente's base salary from $120,137 in fiscal 1995 to $150,000 for fiscal
1996. The Committee believes that Mr. Clemente has, during fiscal 1996, had a
positive impact on improving the long-term financial performance of the
Company. However, the moderate increase to Mr. Clemente's salary coupled with
Mr. Clemente's salary rate which is generally lower than compensation for
CEO's of comparably sized companies, reflects the current overall financial
performance of the Company. As a long term performance incentive, the Company
granted to Mr. Clemente options to purchase 175,000 shares of Common Stock
which become exercisable over the next five years. The options are
exercisable at $1.94 per share which was the price per share of Common Stock
on the date of grant. The Committee believes that by granting such options to
Mr. Clemente, it will provide Mr. Clemente with an additional incentive to
improve the overall long-term financial condition of the Company.
Compensation Committee Interlocks and Insider Participation
All members of the Compensation Committee are Directors and Robert A.
Clemente is also Chairman, President and CEO. There were no interlocks of
executive officers or Board Members of the Compensation or equivalent
Committee of another entity which has any executive officers serving on the
Compensation Committee of the Company. No executive officer of the Company
serves as a director of another entity, one of whose executive officers
served on the Compensation Committee of the Company. No executive officer of
the Company served as a member of the Compensation Committee of another
entity, one of whose executive officers served as a director of the Company.
During fiscal 1996, the law firm of Hardy, Lewis & Page, PC, ("Hardy,
Lewis") of which Mr. Clemente served 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. In addition, Hardy Lewis and Mr.
Clemente provided legal services to MST Steel Corp., which is owned by
Orville (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
8
<PAGE>
Company Performance
The following graph depicts a five year comparison of cumulative total
returns, assuming $100 was invested on September 30, 1991 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 June 1992.
[ Performance Graph ]
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG SECOM GENERAL CORPORATION, THE NASDAQ STOCK MARKET -- US INDEX
AND THE NASDAQ NON-FINANCIAL INDEX
<TABLE>
<CAPTION>
09/91 09/92 09/93 09/94 09/95 09/96
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Secom General Corporation (SECM) .................... 100 48 34 33 34 30
Nasdaq Stock Market -- US (INAS) .................... 100 112 147 148 204 243
Nasdaq Non-Financial Index (INNF) ................... 100 106 138 137 191 223
<FN>
- ----------------
* $100 invested on 09/30/91 in stock or index -- including reinvestment of
dividends. Fiscal year ending September 30.
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
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 with the Securities and Exchange
Commission and NASDAQ. Officers, directors and greater than ten-percent
shareholders are required by Securities and Exchange Commission regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5
were required for those persons, the Company believes that, from October 1,
1995 through September 30, 1996 (the fiscal year), all filing requirements
applicable to its officers, directors, and greater than ten (10%) percent
beneficial owners were met, with the exception of a late filing of a Form 5
for each of Messrs. Clemente, Marczak, Eidemiller and Cocke reporting two,
two, three and one transaction(s), respectively.
9
<PAGE>
CERTAIN TRANSACTIONS
Agreements with Manubusiness Opportunities, Inc.
Effective December 1993, the Company obtained a subordinated loan for
$1 million from Manubusiness Opportunities, 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. The majority
stockholder of MOI is Orville (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 non-qualified 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. All three warrants have been exercised
by MOI, and in consideration of such, (1) the Company agreed to cancellation
of the $1 million note (the "Note") for exercise of the first warrant, (2)
MOI paid $1 million to the Company for exercise of the second warrant, and
(3) MOI paid an additional $868,000 to the Company and MOI discharged
interest of $132,000 owed to it by the Company under the Note for exercise of
the third warrant. The Board of Directors voted to reduce the exercise price
of the third warrant to $2.00 per share, which was the market price of such
shares on the date of exercise.
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.
10
<PAGE>
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, 1997. Deloitte has reported on the Company's
financial statements for the years ended September 30, 1996, 1995 and 1994,
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 1998 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 September 28, 1997 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, 1998.
Annual Report and Form 10-K
All Stockholders of record on January 24, 1997 have been sent, or are
concurrently being sent, a copy of the Company's 1996 Annual Report to
Stockholders, which contains audited financial statements for the fiscal year
ended September 30, 1996.
A copy of Secom's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996 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 1996 Form 10-K, please
send a written request to Secom General Corporation, Investor Relations,
26600 Heyn Drive, Novi, Michigan 48374-0705.
By Order of the Board of Directors,
/s/David J. Marczak
--------------------
David J. Marczak
Secretary
Novi, Michigan
January 27, 1997
<PAGE>
SECOM GENERAL CORPORATION
PROXY CARD FOR ANNUAL MEETING MARCH 20, 1997
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 Novi Double Tree Hotel, 27000 Sheraton
Drive, Noiv, Michigan 48377, at 3:00 p.m. local time on March 20, 1997, 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.
