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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
/X/ Filed by the Registrant
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
GENERAL PARAMETRICS CORPORATION
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(j)(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/X/ 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
GENERAL PARAMETRICS CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 30, 1995
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of General
Parametrics Corporation, a Delaware corporation (the "Company"), will be held on
August 30, 1995 at 10:00 a.m., local time, at the Company's headquarters, 1250
Ninth Street, Berkeley, California for the purposes of considering and acting
upon the following proposals:
1. To remove two out of the three currently elected directors of the
Company; and
2. To elect four replacement directors to fill the two current vacancies on
the Board and the two vacancies to be left by the proposed removal of
two directors.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on August 16, 1995 are
entitled to notice of and to vote 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 mark,
sign, date and return the enclosed Proxy as promptly as possible in the postage
prepaid envelope enclosed for that purpose. If you attend the meeting, you may
vote in person even though you returned a Proxy.
This proxy is being solicited by a stockholder group consisting of Gerard
M. Jacobs, T. Benjamin Jennings and Blue Bird Partners.
Date: August 16, 1995
GERARD M. JACOBS
T. BENJAMIN JENNINGS
BLUE BIRD PARTNERS
By: /s/ GERARD M. JACOBS
------------------------------------
Gerard M. Jacobs
<PAGE> 3
GENERAL PARAMETRICS CORPORATION
------------------------
PROXY STATEMENT FOR 1995 SPECIAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of a stockholder group (the
"Group"), consisting of Gerard M. Jacobs, T. Benjamin Jennings and Blue Bird
Partners who in the aggregate hold approximately 22.5% of the outstanding Common
Stock of General Parametrics Corporation, a Delaware corporation (the
"Company"), for use at the Special Meeting (the Special Meeting") to be held
August 30, 1995 at 10:00 a.m., local time, or at any adjournment thereof, for
the purposes set forth herein and in the accompanying Notice of Special Meeting
of Stockholders. The Special Meeting will be held at the Company's headquarters,
1250 Ninth Street, Berkeley, California 94710. The telephone number at that
address is (510) 524-3950.
These Proxy solicitation materials were mailed on or about August 16, 1995
to all stockholders entitled to notice of and to vote at the Special Meeting.
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on August 16, 1995 (the
"Record Date") are entitled to vote at the Special Meeting. At the Record Date,
5,122,818 shares of the Company's Common Stock were issued and outstanding.
REVOCABILITY OF PROXIES
Any Proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Group (Attn: Gerard M.
Jacobs, 7600 Augusta Street, River Forest, Illinois 60305) a written notice of
revocation or a duly executed Proxy bearing a later date or by attending the
Special Meeting and voting in person.
VOTING AND SOLICITATION
Subject to the procedural requirements of the Delaware General Corporation
law relating to cumulative voting, stockholders are entitled to cumulate votes
in the election of directors and give one candidate a number of votes equal to
the number of directors to be elected multiplied by the number of shares held by
such stockholder, or distribute the stockholders' votes on the same principle
among as many candidates as the stockholder may select, provided that votes
cannot be cast for more than the number of directors to be elected.
This solicitation is being made on behalf of the Group. The Group will bear
all costs and expenses of the solicitation including, the cost of printing and
distributing the Notice of Meeting, Proxy Statement and Proxy. Proxies may be
solicited by members of the Group, without compensation or reimbursement from
the Company, personally or by mail, telephone or facsimile.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the Company's 1996 Annual Meeting of Stockholders must
be received by the Company no later than November 7, 1995 in order to be
eligible for inclusion in the proxy statement and form of proxy relating to that
meeting.
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REMOVAL AND ELECTION OF DIRECTORS
BACKGROUND
On July 17, 1995, Herbert B. Baskin, currently the President, Chief
Executive Officer and Chairman of the Board of Directors of the Company sold an
aggregate of 1,400,000 shares of Common Stock of the Company (the "Shares") to
Gerard M. Jacobs, T. Benjamin Jennings, Donald F. Moorehead and Blue Bird
Partners (the "Purchasers") at a purchase price of $2.00 per share, for a total
purchase price of $2,800,000 pursuant to a Common Stock Purchase Agreement
between Mr. Baskin and the Purchasers dated July 7, 1995. The allocation of the
Shares was as follows: Gerard M. Jacobs, 450,000 Shares, T. Benjamin Jennings,
450,000 Shares, Donald F. Moorehead, 250,000 Shares and Blue Bird Partners,
250,000 Shares. Mr. Jacobs, Mr. Jennings and Mr. Moorehead each used his
personal funds and funds which he obtained as a result of borrowing through a
margin account with a brokerage firm in purchasing their Shares. Blue Bird
Partners used funds of the trusts which are the partners of Blue Bird Partners
in purchasing its Shares. Following the purchase of the Shares, the Purchasers
held an aggregate of approximately 27.4% of the outstanding Common Stock of the
Company. On July 24, 1995, the Group delivered a written request to the Company
to hold a Special Meeting of Stockholders on August 30, 1995 in order to propose
the removal of four out of the five currently elected directors and to elect
four replacement directors chosen by the Group. As required by the Company's
Bylaws, the Company has called the Special Meeting for such date and purpose. At
the completion of a Board meeting held on July 27, 1995, two members of the
Board, J. Thomas Bentley and Luther J. Nussbaum resigned from their positions as
directors.
REMOVAL OF DIRECTORS; INFORMATION CONCERNING NOMINEES FOR ELECTION
At the Special Meeting, the Group is requesting that stockholders vote in
favor of the removal of the following directors elected at the Company's 1995
Annual Meeting of Stockholders held on March 27, 1995: Herbert B. Baskin and
Victor D. Poor (the "Specified Directors"). The Group is not seeking the removal
of current director Eugene T. Sanders. The Group has been informed that neither
of the Specified Directors has indicated to the Company that they are contesting
the solicitation of proxies to remove them from office. Additionally, the Group
is proposing that at the Special Meeting, stockholders elect the four nominees
named below (the "Replacement Nominees") to fill the vacancies left by the
removal of the Specified Directors and the prior resignations of Messrs. Bentley
and Nussbaum.
The Company has been advised by the Group that if the Replacement Nominees
are elected as directors of the Company, the Replacement Nominees intend to
cause the Company to actively pursue acquisitions and mergers in unrelated
fields, including, but not limited to scrap metal recycling and/or
telecommunications. The Group has also advised the Company that the Replacement
Nominees have not developed any plans with regard to the Company's current
business, although they would attempt to improve its marketing activities. The
Company has been further advised by the Group that the Replacement Nominees also
intend to seek to have the full board of directors review the Company's present
dividend policy in order to consider whether or not the amount thereof should
remain the same or be reduced or eliminated.
Unless otherwise instructed, the proxy holders named in the Proxy
accompanying this Proxy Statement will vote the proxies received by them for the
removal of the Specified Directors and the election of the Replacement Nominees.
In the event that any nominee is unable or declines to serve as a director at
the time of the Special Meeting, the proxies will be voted for any nominee who
shall be designated by the Group to fill the vacancy. It is not expected that
any nominee will be unable or will decline to serve as a director. The term of
office of each person elected as a director will continue until the next annual
meeting of stockholders or until a successor has been elected and qualified.
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The names of the Replacement Nominees and Eugene T. Sanders, and certain
information about them as of the Record Date, are as set forth below:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
----------------------------------- --- --------------------------------------------------
<S> <C> <C>
T. Benjamin Jennings............... 31 Director of First Southwest Company
Gerard M. Jacobs................... 40 President, Environmental Waste Funding Corporation
Louis D. Paolino................... 39 Vice President, USA Waste Services, Inc.
Xavier Hermosillo.................. 45 Principal, Xavier Hermosillo & Associates
Eugene T. Sanders.................. 44 Vice President, Advanced Product Development,
Assistant Secretary and Director of the Company
</TABLE>
Except as set forth below, each person named above has been engaged in the
principal occupation described below during the past five years. There are no
family relationships among any Replacement Nominees, Eugene T. Sanders or
officers of the Company.
T. Benjamin Jennings, has been a Director of First Southwest Company, a
private investment banking firm based in Dallas, Texas, since April 1993. From
March 1990 until April 1993 Mr. Jennings was a Vice President of Kidder Peabody
& Co. Inc. In his past and current capacity Mr. Jennings concentrates on
mergers, acquisitions, private debt and equity placements, and various types of
public security transactions. Mr. Jennings is currently co-chairman of the
Inner-City Games, Chicago, a national charity benefiting inner-city children.
Mr. Jennings is an honors graduate of Rice University.
Gerard M. Jacobs, has been the owner and President of Environmental Waste
Funding Corporation, a company specializing in landfill development and finance,
since June 1991. From 1988 to June 1991, Mr. Jacobs was a sole proprietor
engaged in landfill development and finance. Since September 1994, Mr. Jacobs
has served as a director of Crown Casino Corporation, a publicly traded gaming
company. Mr. Jacobs is also a director and a 33% stockholder of Casper &
Associates, Inc., an engineering firm specializing in fiber optic
communications. From 1983 to 1988, Mr. Jacobs developed resource recovery,
landfill and hydroelectric projects for the investment banking firm of Russell,
Rea & Zappala, Inc., Pittsburgh, Pennsylvania. From 1978 to 1983, Mr. Jacobs
practiced securities, corporate and banking law with the firms of Reed, Smith,
Shaw & McClay and Manion, Alder & Cohen, P.C., Pittsburgh, Pennsylvania. Mr.
Jacobs is a graduate of Harvard University, where he was elected to Phi Beta
Kappa. Mr. Jacobs holds a law degree from the University of Chicago Law School,
which he attended as a Weymouth Kirkland Law Scholar. Mr. Jacobs is a member of
the Pennsylvania Bar.
Louis Paolino, Jr., has been the Vice President in Charge of Thermal
Recycling for USA Waste Services, Inc. of Dallas, Texas since September, 1993
and has over 15 years experience in the solid waste and energy recovery fields.
He has performed significant research in Solar Energy Recovery, Recycling and
Beneficial Reuse of Incinerator Residue, and Thermal Recycling of Petroleum
Contaminated Soils. Prior to September 1993, Mr. Paolino, Jr. was a private
investor. Also, Mr. Paolino has formed and operated numerous companies in these
fields, including Paolino Energy Products Company, The Girard Point Municipal
Waste Transfer Station, Several Municipal Waste Landfills, and Thermal Recycling
facilities for Contaminated Soils, all of which have now been merged into other
publicly controlled entities. Mr. Paolino is actively involved in acquisitions
and divestitures of corporate entities. Mr. Paolino holds a graduate degree in
Civil Engineering from Drexel University.
Xavier Hermosillo, has been a principal of Xavier Hermosillo & Associates,
a crisis public relations, marketing and government affairs firm since 1984.
Since October 1993, Mr. Hermosillo has also served as a radio talk show host for
Capitol Cities/ABC West Coast Flagship Radio station KABC-AM, and began hosting
a nightly talk show on 50,000 watt 710-TALK-KMPC in Los Angeles when it was
acquired by Capitol Cities/ABC in May 1994. Mr. Hermosillo has also been a
television news commentator on KCOP-13 REAL NEWS (United Paramount Network)
since May 1993. He is the first and only Latino radio talk host and television
news commentator in Los Angeles. He is the founding chairman of N.E.W.S. For
America, a coalition of 250 Latino organizations in Los Angeles. Mr. Hermosillo
is a member of the Executive Committee of the California Republican Party in his
role as the State Chairman of the Republican National
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<PAGE> 6
Hispanic Assembly. He has been a delegate to the 1984, 1988, and 1992 Republican
National Conventions, served as co-chairman of the 1992 California Latino Bush
Campaign and as Director of International Media at the 1992 GOP National
Convention in Houston.
Eugene T. Sanders, a co-founder of the Company, has served as the Company's
Vice President, Advanced Product Development since September 1982, and as a
director of the Company since September 1983. From 1977 to 1982, he served as a
senior development engineer for Datapoint Corporation, where he developed a
comprehensive color business graphics system.
QUORUM; VOTE REQUIRED
The required quorum for the transaction of business at the Special Meeting
is a majority of the votes eligible to be cast by holders of shares of Common
Stock issued and outstanding on the Record Date. Shares that are voted "FOR",
"AGAINST" or "WITHHELD FROM" the proposal to remove the Specified Directors are
treated as being present at the meeting for purposes of establishing a quorum
and are also treated as shares entitled to vote at the Special Meeting with
respect to such matter. The removal of the Specified Directors requires a
majority of the outstanding shares of Common Stock of the Company at the Record
Date. With respect to the election of the Replacement Nominees, the four
nominees receiving the highest number of affirmative votes out of the votes
eligible to be cast at the Special Meeting shall be elected as directors to fill
the vacancies left by the removal of the Specified Directors.
While there is no definitive statutory or case law authority in Delaware as
to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining the presence or absence of a
quorum for the transaction of business. In the absence of controlling precedent
to the contrary, the Company intends to treat abstentions in this manner.
However, because the required vote for the approval of the proposal to remove
the Specified Directors is a majority of the outstanding shares of Common Stock,
abstentions will have the same effect as a vote against the proposal to remove
the Specified Directors.
In a 1988 Delaware case, Berlin v. Emerald Partners, the Delaware Supreme
Court held that, while broker non-votes should be counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
broker non-votes should not be counted for purposes of determining the number of
shares entitled to vote at the Special Meeting with respect to the particular
proposal on which the broker has expressly not voted. Accordingly, the Company
intends to treat broker non-votes in this manner. However, because the required
vote for the approval of the proposal to remove the Specified Directors is a
majority of the outstanding shares of Common Stock, a broker non-vote will have
the same effect as a vote against the proposal to remove the Specified
Directors. No Specified Director may be removed if the votes cast against his
removal would be sufficient to elect him if then cumulatively voted at an
election of the entire board of directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Group or
supplied to the Group by the Company regarding beneficial ownership of the
Company's Common Stock as of August 16, 1995 (i) by each person who is known by
the Company to own more than 5% of the Company's Common Stock, (ii) by each of
the Company's current directors, (iii) by each Replacement Nominee, (iv) by each
member of the Group, (v) by the Chief Executive Officer and each of the
executive officers of the Company who the Group has been informed was paid in
excess of $100,000 during the fiscal year ended October 31, 1994 and (vi) by all
current officers, directors and the Replacement Nominees as a group. All of such
information, except such information concerning the nominees and the Group, has
been provided by the Company.
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<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED(1) NUMBER OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES TOTAL SHARES
--------------------------------------------------------------------- ---------- ------------
<S> <C> <C>
Current Directors and Officers
Herbert B. Baskin.................................................... 458 *
Victor D. Poor(2).................................................... 27,000 *
Eugene T. 374,640 7.26%
Sanders(3)...........................................................
General Parametrics Corporation
1250 Ninth Street
Berkeley, CA 94710
Bary W. Pollack(4)................................................... 263,838 5.12%
James C. Cogan(5).................................................... 55,250 1.07%
5% Stockholders and Replacement Nominees
Dimension Fund Advisors 273,287 5.34%
Inc.(6)..............................................................
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
T. Benjamin 450,000 8.78%
Jennings.............................................................
622 Meadowview Lane
Coppel, TX 75019
Gerard M. 450,000 8.78%
Jacobs...............................................................
7600 Augusta Street
River Forest, IL 60305
Blue Bird 250,000 4.88%
Partners.............................................................
500 E. Mantua Ave.
Wenonah, NJ 08090
Louis D. Paolino(7).................................................. 250,000 4.88%
Xavier Hermosillo.................................................... 0 *
All current officers, directors and the Replacement Nominees as a
group
(11 persons)(8).................................................... 2,180,448 41.08%
</TABLE>
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* Less than 1%
(1) The persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them,
subject to community property laws where applicable and the information
contained in the footnotes to this table.
(2) Includes 25,000 shares subject to options exercisable by Mr. Poor within 60
days of August 16, 1995.
(3) Includes 35,000 shares subject to options exercisable by Mr. Sanders within
60 days of August 16, 1995.
(4) Includes 33,500 shares subject to options exercisable by Mr. Pollack within
60 days of August 16, 1995.
(5) Includes 55,000 shares subject to options exercisable by Mr. Cogan within 60
days of August 16, 1995.
(6) Dimension Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 273,287 shares of the
Company's stock as of December 31, 1994, all of which shares are held in
portfolios of DFA Investment Dimensions Group, Inc., a registered open-end
investment company, or of DFA Investment Trust Company, a Delaware business
trust, or the DFA Group Trust, which are investment vehicles for qualified
employee benefit plans, all of which Dimensional Fund Advisors Inc. serves
as investment manager for. Dimensional disclaims beneficial ownership of all
such shares.
(7) Includes 250,000 shares held by Blue Bird Partners, a general partnership
the general partners of which are two charitable remainder trusts, the
trustee of which trusts is Mr. Paolino.
(8) Includes 185,250 shares subject to options held by 11 persons and
exercisable within 60 days of August 16, 1995.
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<PAGE> 8
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute and
return the accompanying proxy in the envelope which has been enclosed, at your
earliest convenience.
T. BENJAMIN JENNINGS
GERARD M. JACOBS
BLUE BIRD PARTNERS
Dated: August 16, 1995
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THE PROXY IS SOLICITED ON BEHALF OF
T. BENJAMIN JENNINGS, GERARD M. JACOBS AND BLUE BIRD PARTNERS
------------------------
GENERAL PARAMETRICS CORPORATION.
PROXY FOR 1995 SPECIAL MEETING OF STOCKHOLDERS AUGUST 30, 1995
The undersigned stockholder of General Parametrics Corporation (the
"Company") hereby revokes all previous proxies and appoints T. Benjamin Jennings
and Gerard M. Jacobs or either of them, with full power of substitution, Proxies
and Attorneys-in-Fact, on behalf and in the name of the undersigned, to vote and
otherwise represent all of the shares registered in the name of the undersigned
at the 1995 Special Meeting of Stockholders of the Company to be held on August
30, 1995, at the Company's principal executive offices located at 1250 Ninth
Street, Berkeley, California, or any adjournment thereof, with the same effect
as if the undersigned were present and voting such shares, on the following
matters and in the following manner:
1. Proposal to remove the following directors of the Company from the Board of
Directors: Herbert B. Baskin and Victor D. Poor
/ / FOR / / AGAINST / / ABSTAIN
2. Election of the nominees for Director listed below to fill the vacancies left
by the prior resignations of two directors of the Company and the proposed
removal of Herbert B. Baskin and Victor D. Poor from the Board of Directors:
/ / FOR all the nominees listed below (except as indicated).
/ / WITHHOLD authority to vote for all nominees listed below.
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN LIST BELOW:
T. BENJAMIN JENNINGS, XAVIER HERMOSILLO, GERARD M. JACOBS, LOUIS D. PAOLINO
(Continued and to be signed on reverse side)
<PAGE> 10
THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE.
IF NO SPECIFICATION IS MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH
OF THE ABOVE PERSONS AND PROPOSALS.
Dated
------------------------------------------------------------------------ , 1995
---------------------------
Signature
---------------------------
Signature
I plan to attend the
meeting: / /
(This proxy should be
marked, dated, and signed
by each stockholder exactly
as such stockholder's name
appears hereon, and
returned promptly in the
enclosed envelope. Persons
signing in a fiduciary
capacity should so
indicate. A corporation is
requested to sign its name
by its President or other
authorized officer, with
the office held designated.
If shares are held by joint
tenants or as community
property, both holders
should sign.)
TO ENSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, PLEASE MARK, SIGN AND DATE
THIS PROXY AND RETURN IT AS PROMPTLY AS POSSIBLE.
