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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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / 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):
/X/ $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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/ / 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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PRELIMINARY COPY
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:
---------------------------
Gerard M. Jacobs
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PRELIMINARY COPY
GENERAL PARAMETRICS CORPORATION
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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,
__________ 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.
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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.
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
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"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.
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.
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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 __% 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 _____, 19__ 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. 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 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.
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PRELIMINARY COPY
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)
Name and address of Number of
Beneficial Owner Shares Percent of Total Shares
- ------------------------------- --------- -----------------------
<S> <C> <C>
Current Directors and Officers
Herbert B. Baskin 458 *
Victor D. Poor (2) 27,000 *
Eugene T. Sanders (3)
General Parametrics Corporation
1250 Ninth Street
Berkeley, CA 94710 374,640 ___%
Barry W. Pollack (4) 263,838 ___%
James C. Cogan (5) 55,250 ___%
5% Stockholders and Replacement Nominees
Dimension Fund Advisors Inc. (6)
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401 273,287 ___%
T. Benjamin Jennings
622 Meadowview Lane
Coppel, TX 75019 450,000 ___%
Gerard M. Jacobs
7600 Augusta Street
River Forest, IL 60305 450,000 ___%
Blue Bird Partners
500 E. Mantua Ave.
Wenonah, NJ 08090 250,000 ___%
Louis D. Paolino (7) 250,000 ___%
Xavier Hermosillo 0 *
All current officers, directors and the
Replacement Nominees as a group (11
persons) (8) 2,180,448 ___%
</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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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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PRELIMINARY COPY
THE PROXY IS SOLICITED ON BEHALF OF T. BENJAMIN JENNINGS, GERARD M. JACOBS
AND BLUE BIRD PARTNERS
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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)
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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
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--------------------------------
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.
