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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 (AMENDMENT NO. 3)
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
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 under Rule 14a-12.
Printware, Inc.
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(Name of Registrant as Specified in Its Charter)
PYRAMID TRADING LP
OAKMONT INVESTMENTS LLC
DANIEL B. ASHER
GARY S. KOHLER
ANDREW J. REDLEAF
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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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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):
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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, SUBJECT TO COMPLETION
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PROXY STATEMENT
OF
PYRAMID TRADING LIMITED PARTNERSHIP,
OAKMONT INVESTMENTS, LLC,
DANIEL B. ASHER,
GARY S. KOHLER
AND
ANDREW J. REDLEAF
(THE "SHAREHOLDERS' COMMITTEE TO
IMPROVE PRINTWARE SHAREHOLDER VALUE")
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IN CONNECTION WITH THE
2000 ANNUAL MEETING OF SHAREHOLDERS
OF
PRINTWARE, INC.
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To the Shareholders of Printware:
This Proxy Statement and the enclosed GREEN proxy card are being sent to
holders of the common stock, no par value per share (the "Shares"), of Printware
Inc., a Minnesota corporation, ("Printware") by the Shareholders' Committee to
Improve Printware Shareholder Value (the "Committee", "we" or "us"). The
Committee consists of Pyramid Trading Limited Partnership, an Illinois limited
partnership ("Pyramid"), Oakmont Investments, LLC, an Illinois limited liability
company ("Oakmont"), Daniel B. Asher, Gary S. Kohler and Andrew J. Redleaf.
The Committee is soliciting proxies from Printware's shareholders to be
voted in favor of two proposals:
1. Proposal to increase the size of Printware's Board of Directors to six
members.
2. Proposal to elect the Committee's six nominees as directors of
Printware.
The Committee is soliciting proxies for these two proposals to be used at
the annual meeting of shareholders of Printware, which was initially scheduled
to be held at Printware's executive offices at 1270 Eagan Industrial Road, St.
Paul, Minnesota 55121, at 3:30 p.m., Central Daylight Time, on Thursday, April
13, 2000, including any adjournments or postponements, continuations or
reschedulings thereof (the "Annual Meeting"). Accordingly, because Printware has
announced it will adjourn and reconvene the Annual Meeting to April [ ], 2000,
the Committee will be able to use proxies solicited by the Committee at any
reconvened Annual Meeting.
This Proxy Statement and the GREEN proxy card are first being sent to
Printware's shareholders on or about April [ ], 2000. Printware has set
February 23, 2000 as the record date for determining shareholders entitled to
notice of and to vote at the Annual Meeting.
THIS SOLICITATION IS BEING MADE BY THE COMMITTEE AND NOT ON BEHALF OF THE
BOARD OF DIRECTORS OF PRINTWARE.
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OUR PROPOSALS
We are soliciting your proxies to:
1. Increase the size of Printware's Board of Directors to six members; and
2. Elect Charles Bolger, Stanley Goldberg, Gary S. Kohler, Roger C. Lucas,
Douglas M. Pihl and Andrew J. Redleaf -- our six nominees -- to
Printware's Board of Directors (collectively referred to as "our
nominees" or the "Committee Nominees").
Election of our nominees will give us the power to control the actions of
Printware's Board of Directors. WE RECOMMEND THAT YOU VOTE IN FAVOR OF
INCREASING THE SIZE OF THE BOARD AND ELECTING OUR NOMINEES
The Board of Directors of Printware currently consists of five directors.
In the event our first Proposal to increase the size of the Board of Directors
to six members does not receive the required shareholder vote, we intend to vote
proxies solicited by us in favor of the following five of our nominees: Charles
Bolger, Stanley Goldberg, Gary S. Kohler, Roger C. Lucas and Douglas M. Pihl.
WHY YOU SHOULD VOTE FOR OUR NOMINEES
We own 449,200 shares, or approximately 13.7%, of Printware's outstanding
common stock. We are your fellow shareholders and are concerned about
Printware's historically low stock price levels, deteriorating and declining
financial performance and what we consider to be an excess capital position, as
explained below.
On April 17, 2000, Printware's stock closed at $2.5625 per share which is
less than half of Printware's initial public offering price of $6.00 on July 2,
1996. The stock price peaked at $6.50 per share on October 2, 1996 and has not
reached either the IPO price or the peak price since that time.
The total revenues of Printware have declined from approximately $8.4
million in 1995 to approximately $4.6 million in 1999, a decline of
approximately 45%. Similarly, income from operations has declined from
approximately $1.6 million in 1995 to a loss from operations of approximately
$1.0 million in 1999. Since 1995, earnings per share have declined approximately
85% to $.07 per share in 1999. In light of these deteriorating results over the
last five years, we are unsatisfied with the performance of Printware and its
management.
In addition, we have approached Printware to communicate our concern that
Printware's balance sheet is overcapitalized in that it has cash and investments
in excess of the requirements of its business. We are not aware of any generally
accepted standard to determine the most appropriate level of cash and
investments. However, we believe the appropriate level of cash and investments
held by Printware need not exceed three times current operating losses plus
three times current capital spending rates. Applying our standard, we believe
Printware's cash and investments need not exceed approximately $3.4 million.
Based on 1999 fiscal year-end cash and investments of approximately $7.5
million, we therefore consider Printware to have at least $4.1 million in excess
cash and investments. To address our concern, in December 1999, we first
recommended that Printware return capital to shareholders by repurchasing shares
in a Dutch Auction (as defined under "Supplemental Information Regarding Dutch
Auctions"). Printware, however, has rejected our Dutch Auction proposal. We
believe Printware's shareholders may be best served by returning excess cash and
investments not being utilized in Printware's business to shareholders and
intend to recommend that our nominees, if elected, consider ways to do so.
We focused on a Dutch Auction as our preferred method to improve
shareholder value in our communications with Printware prior to the filing of
our Preliminary Proxy Statement with the U.S. Securities and Exchange
Commission. During those communications, we did not identify and propose to
Printware alternative methods to improve shareholder value, although we did
raise concerns regarding Printware's deteriorating operating performance and
certain inventory write-downs. Following the course of communications with
Printware as discussed under "Background" below, we determined that a broader
approach to address our concerns would be more appropriate and, as a result, we
have nominated six members to be elected to Printware's Board of Directors. As
explained below, a Dutch Auction is now only a part of the
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broader approach our nominees will consider if they are elected as directors.
There can be no assurance that if our nominees are elected, they will decide to
repurchase Printware's shares in a Dutch Auction or by any other means.
If elected, our nominees will promptly perform a comprehensive review of
Printware's operations, capital structure and management in order to commence a
course of action to attempt to maximize shareholder value. As part of this
evaluation, we intend to propose that the Board evaluate Printware's excess
capital position and consider ways to return capital to shareholders, such as in
a Dutch Auction or an open market repurchase. We also intend to ask the Board to
consider other strategies aimed at improving shareholder value, such as seeking
strategic partners to improve product distribution, considering a merger, a sale
of assets or other business combination, improving profitability, and
redirecting management resources. The Committee does not at this time have a
specific strategy for any such action.
A majority of the Board of Directors will be required to approve any
specific action to improve shareholder value. In cases such as a merger or a
sale of assets, shareholder approval would also be required. Our nominees are
committed to exploring all strategic options for Printware. We are proposing to
replace the entire Board because of Printware's financial performance in the
last five years, the low stock price levels as compared to the IPO price, and
our desire to return excess capital to shareholders.
BACKGROUND
In September 1999, we identified Printware as a company which in our
opinion was an undervalued investment opportunity based on its computer-to-plate
technology and its applicability to Internet-based printing, and its excess
capital. We began purchasing shares in September 1999. In December 1999, at a
meeting with Daniel A. Baker, Printware's President and Chief Executive Officer,
we initially expressed our concern that Printware's balance sheet was
overcapitalized and proposed that Printware take action to increase shareholder
value by means of a Dutch Auction which would return capital to Printware's
shareholders. Following the initial contact, we continued our efforts to engage
Printware in discussions on specific ways to accomplish that goal. In December
1999, we sent a letter to Mr. Baker where we set forth a proposal that Printware
buy back up to one million shares by Dutch Auction at a price range of $2.50 to
$2.80 per share. We also specified that total dollars spent by Printware in such
Dutch Auction should not leave Printware with less capital than is reasonably
necessary to grow the business. At the time of this proposal, Printware's common
stock was trading at $2.188 per share.
We did not receive a favorable response to our Dutch Auction proposal and
again approached Mr. Baker in January three times by phone and once by letter.
We were told that the proposal would be discussed at an upcoming Board meeting.
Early in February, we left a message for Thomas W. Petschauer, Printware's
Executive Vice President and Chief Financial Officer, to discuss the nature of
the inventory write-downs disclosed in Printware's fourth quarter and fiscal
1999 year-end earnings release issued by Printware earlier that month. Mr. Baker
returned our call to discuss the matter. Later in February, we received a voice
mail message from Mr. Baker that the Board had rejected our Dutch Auction
proposal. We were not told the basis for the rejection at the Board meeting.
In February, we sent a letter to each Printware director expressing our
disappointment over the rejection, expressing our concern over Printware's
current operations and advising them that we may seek representation on
Printware's Board. In February, we also met with Michael C. Berg, a director of
Printware, to discuss our proposal, but this meeting was not productive from our
perspective. We then sent a letter to Allen L. Taylor, a co-founder and a
director of Printware renewing our Dutch Auction proposal, again stating that we
may seek representation on Printware's Board. Mr. Taylor followed up by
requesting further details regarding our Dutch Auction proposal, which we
provided. He also indicated that he would "share this [the proposal] with the
other board members," but did not specify a date when he would do so. In our
opinion, Mr. Taylor's statement did not indicate a commitment that the Board
would re-consider the Dutch Auction proposal. After this contact, we did not
hear back from Printware until after we filed these proxy materials with the
Securities and Exchange Commission. Mr. Taylor then told us that Printware would
consider our Dutch Auction proposal. However, we have now decided to take a
broader approach and nominated for election six directors at the
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Annual Meeting. As explained under "Why You Should Vote for Our Nominees" above,
a Dutch Auction is only one of the alternatives we will ask our nominees, if
elected, to consider for Printware. We have continued to monitor Printware since
September 1999, but are not satisfied with any action, communication or
direction that Printware has taken to improve shareholder value. We are not
aware of any current management strategy to return excess capital to
shareholders. To our knowledge, Printware has also not communicated to
shareholders the details of any strategy to improve operating profitability.
SUPPLEMENTAL INFORMATION REGARDING DUTCH AUCTIONS
In a Dutch Auction, a company specifies a maximum number of shares to be
repurchased from shareholders, and a range of acceptable purchase prices.
Shareholders are invited to tender shares and specify a price within the range
at which they are willing to resell their shares back to the company. From these
tenders, the company would select the lowest price which would allow it to
purchase the maximum number of shares. All shares validly tendered at prices at
or below the selected purchase price are purchased at the company-selected
purchase price. In the event that more than the maximum number of shares are
tendered at or below the company-selected purchase price, shares will be
purchased on a pro rata basis.
For purposes of illustration only, assume a company decides to conduct a
Dutch Auction to repurchase up to 1,000,000 shares of its common stock for a
purchase price between $2.50 per share and $2.80 per share. The following
examples illustrate generally how the Dutch Auction would work.
Example No. 1: Assume that 500,000 shares were tendered at $2.60 per share
and 250,000 shares were tendered at $2.70 per share. The company would purchase
all 750,000 shares at $2.70 per share.
Example No. 2: Assume that 500,000 shares were tendered at $2.60 per share;
500,000 shares tendered at $2.70 per share; and 500,000 shares tendered at $2.80
per share. The company would accept the first 1,000,000 shares tendered at $2.60
and at $2.70, and would purchase them all at $2.70 per share. The 500,000 shares
tendered at $2.80 per share would not be purchased because the company reached
the maximum of 1,000,000 shares sought to be repurchased at a lower price.
Example No. 3: Assume that 750,000 shares were tendered at $2.60 per share;
500,000 shares tendered at $2.70 per share; and 500,000 shares tendered at $2.80
per share. The company would accept 1,000,000 shares at a price of $2.70 per
share and would purchase pro rata from those shareholders who tendered at $2.60
and at $2.70. The 500,000 shares tendered at $2.80 per share would not be
purchased, because the company reached the maximum of 1,000,000 shares sought to
be repurchased at a lower price.
Example No. 4: Assume that 400,000 shares were tendered at $2.60 per share;
400,000 shares were tendered at $2.70 per share; and 400,000 shares were
tendered at $2.80 per share. The company would accept 1,000,000 shares at $2.80
per share pro rata from all shareholders who tendered.
It is important to note that the foregoing constitutes a general
description of the type of Dutch Auction contemplated by the Committee. Some of
the terms and conditions could differ from those described above, because there
are variations in the types of Dutch Auctions the Board could authorize. These
variations may relate to, for example, (1) whether the offer would be subject to
a condition that a minimum number of shares must be tendered before the company
accepts any shares; (2) the order of accepting orders (e.g. whether the company
has discretion to accept "odd lot owners" -- owners of fewer than 100
shares -- before accepting orders on a pro rata basis); (3) the method by which
the company selects the final purchase price; and (4) other matters as may be
described in a written offer to shareholders. In any Dutch Auction authorized by
Printware, shareholders would receive a written offer to tender their shares
which would describe all terms and conditions of the Dutch Auction.
If the Board authorizes a Dutch Auction, the Committee is not able to say
at this time whether its members will participate in the Auction. Such decision
will be made based on the final terms of any such Dutch Auction authorized by
the Board. The Committee believes that a Dutch Auction treats all shareholders
equally because shares would be purchased from all shareholders desiring to
participate at or below the company's determined purchase price on a pro rata
basis. Shareholders who do not participate in a Dutch Auction will increase
their percentage ownership in the company.
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Further, under the Minnesota Control Share Acquisition Act, a shareholder
who exceeds certain ranges of voting power, beginning at 20%, is not allowed to
vote shares exceeding that range absent shareholder approval to do so. If the
Committee's share ownership would exceed those ranges as a result of a Dutch
Auction or other share repurchase recommended or proposed to the Printware Board
by the Committee, the Committee would not be able to vote the shares exceeding
the range without shareholder approval. In a repurchase proposed by the
Committee, shareholders not affiliated with the Committee would not be subject
to such voting restriction unless such shareholder would purchase additional
shares following the date when the shareholder's percentage ownership exceeded
that range as a result of the Dutch Auction or repurchase.
Finally, a Dutch Auction or other repurchase could result in Printware
becoming ineligible to continue to list its securities on The Nasdaq Stock
Market. The Nasdaq Stock Market prescribes certain listing criteria a company
must continue to meet in order to retain its listing on the Nasdaq National
Market. For example, a continued listing on the Nasdaq National Market requires
net tangible assets of $4.0 million. In addition, a continued listing on the
Nasdaq National Market requires at least 400 shareholders. All of these criteria
could be affected as a result of a Dutch Auction. However, the Committee does
not intend to recommend any action that would cause Printware to lose its
listing on The Nasdaq Stock Market and would recommend that a Dutch Auction, if
authorized by the Board, be conducted in such a manner as not to jeopardize
listing. In addition, by reducing the number of shareholders and total assets of
Printware, a Dutch Auction could result in Printware becoming eligible to
voluntarily terminate its status as a public company and discontinue filing
periodic reports with the U.S. Securities and Exchange Commission. However, no
such termination is currently desired or contemplated by the Committee. These
effects could also result from other actions that could be considered by our
nominees, such as a merger, a sale of assets or other business combination.
YOUR VOTE IS IMPORTANT
Only the latest proxy card will count at the Annual Meeting. No matter how
many or how few Shares you own, we urge you to promptly sign, date and mail (or
fax both sides of) the enclosed GREEN proxy card to vote for our nominees.
VOTING "STREET NAME" SHARES: If you hold your Shares in the name of one or
more brokerage firms, banks or nominees, only they can exercise voting rights
with respect to your Shares and only upon receipt of your specific instructions.
So it is critical that you promptly sign, date and mail the enclosed GREEN proxy
card in the envelope provided or contact the person responsible for your account
and give instructions to sign, date and mail the GREEN proxy card representing
your Shares. We urge you to confirm in writing your instructions to the person
responsible for your account and to provide a copy of those instructions to us
in care of Beacon Hill Partners, Inc., who is assisting in this solicitation, so
that Committee will be aware of all instructions and can attempt to ensure that
such instructions are followed. The address and telephone numbers of Beacon Hill
Partners, Inc. are set forth below and on the back cover of this Proxy
Statement.
We are not aware of any proposals other than our proposals and the
proposals contained in Printware's proxy materials to be brought before the
Annual Meeting. However, should other proposals be brought before the Annual
Meeting, the persons named as proxies on the enclosed GREEN proxy card will vote
on such matters in their discretion.
If you have any questions regarding your proxy, or need assistance in
voting your Shares, please call:
BEACON HILL PARTNERS, INC.
90 BROAD STREET, 20TH FLOOR
(212) 843-8500 (CALL COLLECT) OR
CALL TOLL FREE (800) 755-5001
FAX: (212) 843-4384
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PROPOSAL NO. 1
INCREASE BOARD SIZE TO SIX DIRECTORS
SUMMARY: PROPOSAL TO INCREASE THE SIZE OF THE BOARD OF DIRECTORS TO SIX MEMBERS.
Printware's Bylaws provide that the shareholders shall, from time to time,
set the number of directors on Printware's Board of Directors. We propose to
increase the size of the Board to six directors.
The affirmative vote of a majority of the Shares present in person or by
proxy and entitled to vote is required to increase the size of the Board to six
members. The Board of Directors of Printware currently consists of five
directors. In the event our first Proposal to increase the size of the Board of
Directors to six members does not receive the required shareholder vote, we
intend to vote proxies solicited by us in favor of the following five of our
nominees: Charles Bolger, Stanley Goldberg, Gary S. Kohler, Roger C. Lucas and
Douglas M. Pihl.
THE COMMITTEE RECOMMENDS A VOTE "FOR" INCREASING THE SIZE OF THE BOARD OF
DIRECTORS TO SIX MEMBERS. Otherwise, all six of the Committee's director
nominees may not be elected to Printware's Board of Directors.
PROPOSAL NO. 2
ELECTION OF DIRECTORS
SUMMARY: PROPOSAL TO ELECT CHARLES BOLGER, STANLEY GOLDBERG, ROGER C. LUCAS,
DOUGLAS M. PIHL, GARY S. KOHLER AND ANDREW J. REDLEAF TO THE BOARD OF DIRECTORS
OF PRINTWARE.
The Committee has nominated and solicits your vote to elect Charles Bolger,
Stanley Goldberg, Roger C. Lucas, Douglas M. Pihl, Gary S. Kohler and Andrew J.
Redleaf as directors at the Annual Meeting to serve until their successors are
duly elected.
The following table sets forth the name, age, business address, present
principal occupation and business experience for the past five years, and
certain other information, with respect to each of the Committee Nominees. This
information has been furnished to us by the respective Committee Nominees. Each
of the Committee Nominees has consented to serve as a director and, if elected,
would hold office until his successor is duly elected or until his earlier
death, retirement, resignation or removal.
OUR NOMINEES:
<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS BUSINESS EXPERIENCE
--------------------- -------------------
<S> <C>
CHARLES BOLGER (47) Charles Bolger has served in various capacities at Bolger
3301 Como Avenue SE Publications, Inc., a Minneapolis-based commercial printing
Minneapolis, MN 55414 company, since 1978 and as Chief Executive Officer since
1992. Bolger Publications utilizes various technologies in
its printing operations, including computer-to-plate
technology. Mr. Bolger has more than 20 years experience in
the printing industry. He served on the Board of Directors
of Printing Industry of Minnesota, a trade association, from
1980 to 1988. Mr. Bolger has also been a director of the
Raptor Center at the University of Minnesota since 1998, and
a director and Treasurer of the American Indian OIC
(Opportunities and Industrialization Centers) since 1992.
Mr. Bolger has an M.B.A. degree from the University of
Michigan and B.A. degree in economics from Colby College.
</TABLE>
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<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS BUSINESS EXPERIENCE
--------------------- -------------------
<S> <C>
STANLEY GOLDBERG (53) Stanley Goldberg has been the Managing Partner of Goldmark
8400 Normandale Lake Blvd. Advisors, LLC, a business development company providing
Suite 920 managerial and financially related services to emerging and
Bloomington, MN 55437 high growth potential businesses, since 1999. Mr. Goldberg
was the Chief Executive Officer and Chairman of the Board of
Directors of Verdant Brands, Inc., a developer, manufacturer
and supplier of pest control products, from 1992 to 1999.
Mr. Goldberg was Vice President and General Manager of
Thomson Consumer Electronics, Worldwide Audio Division, a
defense and electronics company, from 1988 until 1992. Prior
to 1988, Mr. Goldberg held various positions in the Consumer
Products Sector of General Electric Company, most recently
as Manager of Product Development. Mr. Goldberg serves on
the Boards of Directors of Verdant Brands, Inc.,
Destron-Fearing Corporation, and Medi-Ject Corporation. Mr.
Goldberg has a B.S. degree from West Virginia University.
GARY S. KOHLER (43) Gary S. Kohler has been a portfolio manager and director of
3033 Excelsior Blvd., Suite 300 equity research at Whitebox Advisors, LLC, a money
Minneapolis, MN 55416 management company, since October 1999. Mr. Kohler is also a
founder of ChoiceTel Communications, Inc. and has served as
the Chairman of its Board of Directors since its inception
in 1989. Mr. Kohler was a managing director of Second Avenue
Capital Management, a money management company, from
December 1998 to October 1999, and was President of Kohler
Capital Management from October 1997 through November 1998.
Mr. Kohler was a partner in Tarmachan Holdings, Inc. from
July to October 1997, and was Vice President and Portfolio
Manager at Okabena Company from 1984 through June 1997. Mr.
Kohler serves on the Boards of Directors of Destron-Fearing
Corporation and a number of private companies, including
Emerald First Financial and Health EZ, Inc. Mr. Kohler has
an M.B.A. degree from Cornell University and a B.A. degree
from the University of Minnesota.
ROGER C. LUCAS, PH.D. (56) Roger C. Lucas has been the Vice Chairman of and Senior
41 E. Pleasant Lake Rd. Scientific Advisor to the Board of Directors of Techne
North Oaks, MN 55127 Corporation, a biotechnology company, since 1995. Mr. Lucas
was the Chief Scientific Officer, Executive Vice President,
and Secretary of Techne Corporation from 1985 to 1995. Mr.
Lucas has also been the Chairman and Chief Executive Officer
of Visual Circuits, a digital video company, since 1997. Mr.
Lucas serves on the Boards of Directors of Techne
Corporation, ChemoCentryx, a partially-owned subsidiary of
Techne Corporation, Visual Circuits, and St. Croix Medical
Corporation. Mr. Lucas has a Ph.D. degree in physiology and
biochemistry from the Illinois Institute of Technology.
</TABLE>
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<TABLE>
<CAPTION>
NAME, AGE AND ADDRESS BUSINESS EXPERIENCE
--------------------- -------------------
<S> <C>
DOUGLAS M. PIHL (60) Douglas M. Pihl has over 30 years of experience in the
527 Marquette Ave., Suite 930 computer industry with extensive responsibility in design,
Minneapolis, MN 55402 product planning and management. Mr. Pihl has been the
President and Chief Executive Officer of Mathstar, Inc., a
digital signal processing company, since November 1999. Mr.
Pihl has been Chairman of the Board of Directors of Vital
Images, Inc., a medical imaging company, since 1997, and
served as its Chief Executive Officer from February 1998 to
December 1999. Mr. Pihl was President, Chief Executive
Officer, and a Director of NetStar, Inc., a manufacturer of
advanced computer network products, from 1992 to 1996. Mr.
Pihl was a founder of Apertus Technologies, Inc. (formerly
Lee Data Corporation), and held various positions with that
company from 1979 to 1990, most recently as Senior Vice
President, Development. Mr. Pihl also serves on the Boards
of Directors of Destron-Fearing Corporation and Astrocom
Corporation.
ANDREW J. REDLEAF (42) Andrew J. Redleaf is a founder and since 1999 has been the
3033 Excelsior Blvd., Suite 300 Chief Executive Officer of Whitebox Advisors, LLC, a money
Minneapolis, MN 55416 management company. Prior to founding Whitebox Advisors in
1999, Mr. Redleaf was a co-founder and partner in Arbitrade
Holdings LLC, a money management and securities trading
firm, from 1997 to 1999. Mr. Redleaf was the Director of
Portfolio Management at Tarmachan Capital Management, a
predecessor to Arbitrade Holdings, from 1994 until 1997. For
approximately ten years prior to joining Tarmachan, Mr.
Redleaf was self-employed as a securities trader. Mr.
Redleaf has B.A. and M.A. degrees in mathematics from Yale
University.
</TABLE>
If our nominees are elected and take office as directors, they intend to
discharge their duties in compliance with all applicable legal requirements,
including the general fiduciary obligations imposed upon corporate directors.
Other than the compensation regularly paid by Printware to its Board
members, the Committee Nominees will not receive any compensation from us for
their services as directors of Printware. Information about compensation paid by
Printware to directors is available in Printware's proxy materials. None of the
Committee Nominees is adverse to Printware or any of its subsidiaries in any
material pending legal proceedings.
The Committee does not expect that any of the Committee Nominees will be
unable to stand for election. However, if a vacancy among the Committee Nominees
should occur, the Shares represented by the enclosed GREEN proxy card will be
voted in each such case for a substitute nominee selected by us. In addition,
the Committee reserves the right to nominate substitute or additional persons if
Printware makes or announces any changes to its bylaws or takes or announces any
other action that has, or if consummated would have, the effect of disqualifying
any or all of the Committee Nominees or cause our Committee Nominees, if
elected, not to constitute at lease a majority of the Board. In any such case,
Shares represented by the enclosed GREEN proxy card will be voted for all such
substitute or additional nominees selected by us. The Board of Directors of
Printware currently consists of five directors. In the event our first Proposal
to increase the size of the Board of Directors to six members does not receive
the required shareholder vote, we intend to vote proxies solicited by us in
favor of the following five of our nominees: Charles Bolger, Stanley Goldberg,
Gary S. Kohler, Roger C. Lucas and Douglas M. Pihl.
In accordance with applicable regulations of the Securities and Exchange
Commission, the GREEN proxy card affords each shareholder the opportunity to
designate the names of any of the Committee Nominees whom he or she does not
desire to elect to the Board. The Committee urges shareholders to vote FOR
Proposals No. 1 and 2 on the enclosed GREEN proxy card. The persons named as
proxies on the
8
<PAGE> 10
enclosed GREEN proxy card will vote, in their discretion, for each of the
Committee Nominees who is nominated for election and for whom authority has not
been withheld.
THE COMMITTEE URGES ALL SHAREHOLDERS TO VOTE "FOR" THE INCREASE IN BOARD
SIZE TO SIX DIRECTORS AND "FOR" THE ELECTION OF THE COMMITTEE NOMINEES ON THE
ENCLOSED GREEN PROXY CARD.
VOTING AND PROXY PROCEDURES
Only shareholders of record on February 23, 2000, the Record Date set forth
in Printware's Proxy Statement, will be entitled to notice of and to vote at the
Annual Meeting. Each Share is entitled to one vote upon each matter presented at
the Annual Meeting. Shareholders of record on the Record Date, will retain their
voting rights in connection with the Annual Meeting even if they sell such
Shares after the Record Date.
Pursuant to Printware's Bylaws, the presence in person or by proxy of a
majority of the voting power of Shares entitled to vote at the Annual Meeting
will constitute a quorum for the transaction of business. An item of business
will be approved if it receives the affirmative vote of the holders of a
majority of the Shares present and entitled to vote on that item of business.
If a shareholder has elected to abstain on a proposal or to "withhold
authority" as to the election of any Committee Nominee, the shares represented
by such proxy will be considered present at the Annual Meeting for purposes of
determining a quorum and for purposes of calculating the vote, but will not be
considered to have been voted in favor of such proposal or Committee Nominee. If
a broker returns a proxy indicating that the broker does not have discretionary
authority to vote certain of such shares on any proposal, those shares will not
be considered present and entitled to vote and will not be considered in
calculating whether a quorum is present at the Annual Meeting. However, if a
broker returns a proxy indicating that the broker has discretionary authority to
vote certain of such shares on at least one proposal, those shares will be
considered present and entitled to vote and will be considered in calculating
whether a quorum is present at the Annual Meeting; however, such shares will be
voted only on the specific proposal on which the broker indicates it had
discretionary authority to vote.
Based on publicly available information, we believe that the only
outstanding class of securities of Printware entitled to vote at the Annual
Meeting are shares of Printware's Common Stock. According to Printware's Proxy
Statement, as of the Record Date there were 3,275,557 Shares issued and
outstanding.
Shares represented by properly executed GREEN proxy cards will be voted at
the Annual Meeting as marked and, in the absence of specific instructions, will
be voted FOR Proposal No. 1 in favor of increasing the size of the Board to six
directors and FOR Proposal No. 2 in favor of the election of the Committee
Nominees to the Board, and in the discretion of the persons named as proxies on
all other matters as may properly come before the Annual Meeting.
A shareholder may revoke his or her proxy at any time prior to its exercise
by attending the Annual Meeting and voting in person (although attendance at the
Annual Meeting will not in and of itself constitute revocation of a proxy) or by
delivering a written notice of revocation. The delivery of a subsequently dated
proxy which is properly completed will constitute a revocation of any earlier
proxy. The revocation may be delivered either to us in care of Beacon Hill
Partners, Inc. at the address set forth on the back cover of this Proxy
Statement or to Printware (attention: Secretary) at 1270 Eagan Industrial Road,
St. Paul, Minnesota 55121 or any other address provided by Printware. Although a
revocation is effective if delivered to Printware, we request that either the
original or photostatic copies of all revocations be mailed to us in care of
Beacon Hill Partners, Inc. at the address set forth on the back cover of this
Proxy Statement so that we will be aware of all revocations and can more
accurately determine if and when proxies have been received from the holders of
record on the Record Date of a majority of the outstanding Shares.
Assuming that a quorum is present or represented by proxy at the Annual
Meeting, the election of the Committee Nominees requires the affirmative vote of
a majority of the Shares voting at the Annual Meeting for the election of
directors.
9
<PAGE> 11
IF YOU WISH TO VOTE FOR THE PROPOSAL TO INCREASE THE SIZE OF THE BOARD TO
SIX DIRECTORS AND FOR THE ELECTION OF THE COMMITTEE NOMINEES TO THE BOARD,
PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GREEN PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED. REGISTERED HOLDERS MAY FAX BOTH SIDES OF THE
ENCLOSED GREEN PROXY CARD TO BEACON HILL PARTNERS, INC. AT THE NUMBER SET FORTH
ON THE BACK COVER OF THIS PROXY STATEMENT.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is being made
by the Committee. Proxies may be solicited by mail, facsimile, telephone,
telegraph, e-mail, in person and by advertisements.
The Committee has retained Beacon Hill Partners, Inc. for solicitation and
advisory services in connection with this solicitation, for which Beacon Hill
Partners, Inc. will receive a fee of up to $37,500, together with reimbursement
of its reasonable out-of-pocket expenses, and will be indemnified against
certain liabilities and expenses, including certain liabilities under the
federal securities laws. Beacon Hill Partners, Inc. will solicit proxies from
individuals, brokers, banks, bank nominees and other institutional holders. We
have requested banks, brokerage houses and other custodians, nominees and
fiduciaries to forward all solicitation materials to the beneficial owners of
the Shares they hold of record. We will reimburse these record holders for their
reasonable out-of-pocket expenses in so doing. It is anticipated that Beacon
Hill Partners, Inc. will employ approximately 20 persons to solicit Printware's
shareholders for the Annual Meeting.
The entire expense of soliciting proxies is being borne by us. We intend to
seek reimbursement of the costs of this solicitation from Printware only to the
extent permitted by law. The Committee does not intend to seek shareholder
approval of such reimbursement unless such approval is required by law. Costs of
this solicitation of proxies are currently estimated to be approximately $80,000
to $120,000.
ABSENCE OF TRANSACTIONS BETWEEN
THE COMMITTEE AND PRINTWARE
Except as set forth in this Proxy Statement (including the Schedules
hereto), none of the Committee Nominees nor members of the Committee, or any
other participant in this solicitation or any of their respective associates:
(i) directly or indirectly beneficially owns any Shares or any securities of
Printware; (ii) has had any relationship with Printware in any capacity other
than as a shareholder, or is or has been a party to any transactions, or series
of similar transactions, since the beginning of Printware's last fiscal year
with respect to any Shares of Printware; or (iii) knows of any transactions
since the beginning of Printware's last fiscal year, currently proposed
transactions, or series of similar transactions, to which Printware or any of
its subsidiaries was or is to be a party, in which the amount involved exceeds
$60,000 and in which any of them or their respective affiliates had, or will
have, a direct or indirect material interest.
In addition, other than as set forth in Schedule II of this Proxy
Statement, there are no contracts, arrangements or understandings entered into
by the Committee, or any other participant in this solicitation or any of their
respective associates within the past year with any person with respect to any
of Printware's securities, including, but not limited to, joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
In addition, other than as set forth in this Proxy Statement, none of the
Committee Nominees nor members of the Committee, or any other participant in
this solicitation or any of their respective associates has been engaged in
contracts, negotiations or transactions with Printware or its affiliates
concerning a merger, consolidation, acquisition, tender offer or other
acquisition of securities, election of directors or a sale or other transfer of
a material amount of assets; or has had any other transaction with Printware or
any of its executive officers, directors or affiliates that would require
disclosure under the rules and regulations of the Commission.
Except as set forth in this Proxy Statement (including the Schedules
hereto), none of the Committee Nominees nor members of the Committee, or any
other participant in this solicitation or any of their respective associates,
has entered into any agreement or understanding with any person with respect to
(i) any
10
<PAGE> 12
future employment by Printware or its affiliates or (ii) any future transactions
to which Printware or any of its affiliates will or may be a party.
OTHER MATTERS AND ADDITIONAL INFORMATION
The Committee is not aware of any business other than as set forth in this
Proxy Statement and Printware's proxy materials that will be presented at the
Annual Meeting. Should other proposals be brought before the Annual Meeting, the
persons named as proxies on the enclosed GREEN proxy card will vote on such
matters in their discretion.
Shareholders are referred to Printware's Proxy Statement with respect to
other information related to beneficial ownership of Printware's securities, any
arrangements which may result in a change of control of Printware, any change of
control of Printware that may have occurred since the beginning of Printware's
last fiscal year and information regarding Printware's stock option and other
incentive compensation plans. The information concerning Printware contained in
this Proxy Statement has been taken from, or is based upon, publicly available
information.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Committee has timely filed all Forms 3, 4 and 5 required to be filed by
it.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Printware's Proxy Statement with respect to the Annual Meeting indicates
when proposals of Printware's shareholders intended to be presented at
Printware's 2001 Annual Meeting must be received by Printware in order for them
to be considered for inclusion in the Proxy Statement. Such Proxy Statement also
specifies the deadline after which Printware may exercise discretionary voting
authority over shareholder proposals. Printware's Proxy Statement does not
specify when such proposals must be raised to be timely at the 2001 Annual
Meeting.
PYRAMID TRADING LIMITED PARTNERSHIP
OAKMONT INVESTMENTS, LLC
DANIEL B. ASHER
GARY S. KOHLER
ANDREW J. REDLEAF
April , 2000
11
<PAGE> 13
SCHEDULE I
INFORMATION CONCERNING THE MEMBERS
OF THE COMMITTEE
PYRAMID TRADING LIMITED PARTNERSHIP
Pyramid is an Illinois limited partnership located at 440 South LaSalle
Street, Suite 700, in Chicago, Illinois. Pyramid invests in securities for its
own account. Pyramid is also a registered broker-dealer for the CBOE. The
general partner of Pyramid is Oakmont Investments LLC. Messrs. Asher, Kohler and
Redleaf are limited partners of Pyramid.
OAKMONT INVESTMENTS, LLC
Oakmont Investments, LLC is an Illinois limited liability company located
at 440 South LaSalle Street, Suite 700, Chicago, Illinois. Oakmont invests in
securities for its own account. Mr. Asher is manager of Oakmont.
DANIEL B. ASHER
Mr. Asher is the manager of Oakmont. He has been manager of Castle Creek
Partners, a hedge fund, since 1997. Prior to that, Mr. Asher was self-employed
in the securities business. He has a BGS degree from the University of Michigan.
Information with respect to Messrs. Kohler and Redleaf is contained
elsewhere in this Proxy Statement.
<PAGE> 14
SCHEDULE II
SHARES HELD AND TRANSACTIONS BY THE
COMMITTEE AND THE COMMITTEE NOMINEES
Except as otherwise disclosed in these Proxy Materials, none of the
Committee Nominees or any general partner of Pyramid or Oakmont, or any of their
affiliates, holds any shares of the Printware's common stock or has purchased or
sold any Printware common stock or other Printware securities during the past
two years. The Committee beneficially owns a total of 449,200 Shares,
constituting approximately 13.7% of the outstanding Shares of Printware's common
stock. The transactions by the Committee as well as the Committee Nominees
during the past two years are set forth below, all of which were open market
purchases:
PYRAMID TRADING LIMITED PARTNERSHIP (TOTAL: 333,400 SHARES)
<TABLE>
<CAPTION>
DATE # OF SHARES BOUGHT PRICE PER SHARE ($) TOTAL COST ($)*
---- ------------------ ------------------- ---------------
<S> <C> <C> <C>
12/03/99..................................... 10,000 2.13 21,250
12/06/99..................................... 5,000 2.13 10,625
12/06/99..................................... 1,900 2.13 4,038
12/06/99..................................... 3,100 2.13 6,588
12/07/99..................................... 5,000 2.13 10,625
12/07/99..................................... 4,400 2.13 9,350
12/07/99..................................... 600 2.13 1,275
12/09/99..................................... 2,000 2.13 4,250
12/10/99..................................... 5,000 2.13 10,625
12/10/99..................................... 45,000 2.13 96,625
12/14/99..................................... 5,000 2.15 10,750
12/16/99..................................... 3,200 2.13 6,800
12/16/99..................................... 15,000 2.13 31,875
01/10/00..................................... 2,200 2.31 5,088
01/11/00..................................... 21,000 2.31 48,563
01/12/00..................................... 12,000 2.31 27,750
01/14/00..................................... 2,500 2.31 5,781
01/18/00..................................... 500 2.31 1,156
02/11/00..................................... 190,000 2.56 486,875
</TABLE>
GARY S. KOHLER (TOTAL: 7,500 SHARES)
<TABLE>
<CAPTION>
DATE # OF SHARES BOUGHT PRICE PER SHARE ($) TOTAL COST ($)*
---- ------------------ ------------------- ---------------
<S> <C> <C> <C>
10/22/99...................................... 7,500 2.05 15,375
</TABLE>
ANDREW J. REDLEAF (TOTAL: 108,300 SHARES)
<TABLE>
<CAPTION>
DATE # OF SHARES BOUGHT PRICE PER SHARE ($) TOTAL COST ($)*
---- ------------------ ------------------- ---------------
<S> <C> <C> <C>
09/27/99...................................... 20,000 2.40 48,012
10/28/99...................................... 1,100 2.07 2,280
11/01/99...................................... 10,000 2.06 20,637
11/04/99...................................... 20,000 2.12 42,430
11/15/99...................................... 10,000 2.06 20,612
11/16/99...................................... 1,100 2.06 2,267
11/17/99...................................... 10,000 2.05 20,512
11/18/99...................................... 3,000 2.05 6,150
11/22/99...................................... 6,800 2.17 14,780
12/02/99...................................... 16,300 2.19 35,776
12/05/99...................................... 10,000 2.19 21,874
</TABLE>
<PAGE> 15
OAKMONT INVESTMENTS, LLC: None. However, Oakmont is general partner of Pyramid.
DANIEL B. ASHER: None
CHARLES BOLGER: None
STANLEY GOLDBERG: None
ROGER C. LUCAS: None
DOUGLAS M. PIHL: None
- -------------------------
* Commissions not included.
The purchases referred to above were made with personal funds or working
capital.
Except as disclosed in this Schedule, none of the Committee members or the
Committee Nominees owns any securities of Printware or any subsidiary of
Printware, beneficially or of record, has purchased or sold any of such
securities within the past two years or was within the past year a party to any
contract, arrangement or understanding with any person with respect to any such
securities. Except as disclosed in this Schedule, to the knowledge of the
Committee members, no associate of the Committee members or of its partners, or
of the Committee Nominees beneficially owns, directly or indirectly, any
securities of Printware.
To the knowledge of the Committee members, other than as disclosed in this
Schedule, none of the Committee members or the Committee Nominees has any
substantial interest, direct or indirect, by security holdings or otherwise, in
any matter to be acted upon at the Annual Meeting.
<PAGE> 16
IMPORTANT
Your vote is important. No matter how many Shares you own, please give us
your proxy FOR increasing the size of the Board to six members and FOR the
election of the Committee Nominees by taking four steps:
1. SIGN the enclosed GREEN proxy card,
2. DATE the enclosed GREEN proxy card,
3. MAIL the enclosed GREEN proxy card TODAY in the envelope provided (no
postage is required if mailed in the United States). Registered holders
may FAX BOTH SIDES of the enclosed GREEN proxy card TODAY to Beacon Hill
Partners, Inc. at the number provided below, and
4. CONTACT your broker and instruct the broker to execute a GREEN proxy
card.
If any of your Shares are held in the name of a brokerage firm, bank, bank
nominee or other institution, only it can vote such Shares and only upon receipt
of your specific instructions. Accordingly, please return the GREEN proxy card
in the envelope provided or contact the person responsible for your account and
instruct that person to execute the GREEN proxy card representing your Shares.
We urge you to confirm in writing your instructions to us in care of Beacon Hill
Partners, Inc. at the address provided below so that we will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.
If you have any questions or require any additional information concerning
this Proxy Statement, please contact, Beacon Hill Partners, Inc. at the address
set forth below.
BEACON HILL PARTNERS, INC.
90 BROAD STREET, 20TH FLOOR
(212) 843-8500 (CALL COLLECT) OR
CALL TOLL FREE (800) 755-5001
FAX: (212) 843-4384
<PAGE> 17
APPENDIX
PRINTWARE, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 13, 2000
THIS PROXY IS SOLICITED ON BEHALF OF PYRAMID TRADING LIMITED PARTNERSHIP,
OAKMONT INVESTMENTS, LLC, ANDREW J. REDLEAF, DANIEL B. ASHER, AND GARY S. KOHLER
(THE "SHAREHOLDERS' COMMITTEE TO IMPROVE PRINTWARE SHAREHOLDER VALUE")
The undersigned appoints and , and each of
them acting alone, attorneys and agents with full power of substitution
as proxy of the undersigned (the "Proxy Agents") to attend the Annual
Meeting of Shareholders of Printware, Inc. to be held at 1270 Eagan
Industrial Road, St. Paul, Minnesota on April 13, 2000, commencing at
3:30 p.m., Central Daylight Time, and at any adjournments or
postponements, continuations or reschedulings thereof and any special
meeting called in lieu thereof (the "Annual Meeting") and to vote all
shares of common stock of Printware, Inc. ("Shares") which the
undersigned would be entitled to vote if personally present at the
Annual Meeting, as follows:
The Shareholders' Committee To Improve Printware Shareholder Value
Recommends A Vote "For" Proposals Nos. 1 and 2.
INCREASE SIZE OF BOARD OF DIRECTORS
1. Proposal to increase the size of the Board of Directors to six
members. FOR [ ] AGAINST [ ] ABSTAIN [ ]
ELECTION OF DIRECTORS
2. Proposal to elect Charles Bolger, Stanley Goldberg, Roger C. Lucas,
Douglas M. Pihl, Gary S. Kohler and Andrew J. Redleaf to the Board of
Directors of Printware. FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY TO
VOTE FOR ALL NOMINEES [ ]
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE
INDIVIDUAL NOMINEES, MARK "FOR ALL NOMINEES" ABOVE AND WRITE THE NAME(S)
OF THE NOMINEE WITH RESPECT TO WHICH YOU WISH TO WITHHOLD AUTHORITY
HERE:
------------------------------------------------------------------------
If Proposal No. 1 does not receive the required shareholder vote,
the Proxy Agents will vote for all of the nominees listed above except
Mr. Redleaf unless you withhold your vote from any of the five nominees
on the line above.
<PAGE> 18
(continued from other side)
In their discretion, each of the Proxy Agents is authorized to vote
upon any other matters as may properly come before the Annual Meeting.
The undersigned hereby revokes any other proxy or proxies heretofore
given to vote or act with respect to the Shares held by the undersigned,
and hereby ratifies and confirms all actions the Proxy Agents or their
substitutes lawfully take by virtue hereof. IF PROPERLY EXECUTED, THIS
PROXY WILL BE VOTED AS DIRECTED ABOVE. IF NO DIRECTION IS INDICATED WITH
RESPECT TO THE ABOVE PROPOSALS, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2.
This proxy will be valid until the earlier of one year from the date
indicated below or the completion of the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE. REGISTERED HOLDERS MAY FAX BOTH SIDES OF THIS
PROXY TO BEACON HILL PARTNERS, INC. AT: (212) 843-4384
DATED: , 2000
--------------------------
(Signature)
--------------------------
(Signature, if held
jointly)
--------------------------
(Title)
PLEASE SIGN EXACTLY AS
NAME APPEARS ON THIS
PROXY. WHEN SHARES ARE
HELD JOINTLY, JOINT OWNERS
SHOULD EACH SIGN.
EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD
INDICATE THE CAPACITY IN
WHICH SIGNING.
IF YOU NEED ASSISTANCE WITH THIS PROXY CARD, PLEASE CALL BEACON HILL
PARTNERS TOLL-FREE (800) 755-5001 OR CALL COLLECT (212) 843-8500.
