PROXY
JIM HJELM'S PRIVATE COLLECTION, LTD.
225 West 37th Street, 5th Floor
New York, New York 10018
This Proxy is solicited on behalf of the Board of Directors.
The undersigned, revoking all proxies, hereby appoints Joseph
L. Murphy, Daniel M. Sullivan and Joseph P. O'Grady, and each of
them, proxies with power of substitution to each, for and in the
name of the undersigned to vote all shares of Common Stock of Jim
Hjelm's Private Collection, Ltd. (the "Company") which the
undersigned would be entitled to vote if present at the Annual
Meeting of Shareholders of the Company to be held on August 30,
1996, at 10:00 A.M. at the offices of Kalin & Banner located at 757
Third Avenue, New York, New York 10017, and any adjournments
thereof, upon the matters set forth in the Notice of Annual
Meeting.
The undersigned acknowledges receipt of the Notice of Annual
Meeting, Proxy Statement and the Company's 1996 Annual Report.
1. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD Authority to
below (except as marked vote for all nominees
to the contrary below) listed below
(INSTRUCTION: To withhold authority to vote for an individual
nominee, strike a line through such nominee's name in the list
below.)
JOSEPH L. MURPHY, DANIEL M. SULLIVAN AND
JOSEPH P. O'GRADY
2. IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING.
FOR AGAINST
PLEASE SIGN ON THE NEXT PAGE AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
and when properly executed will be voted as directed herein. If no
direction is given, this Proxy will be voted FOR proposals 1 and 2.
DATED: , 1996
(Signature)
(Signature, if held jointly)
Where stock is registered in the
names of two or more persons ALL
should sign. Signature(s) should
correspond exactly with the name(s)
as shown above. Please sign, date
and return promptly in the enclosed
envelope. No postage need be affixed
if mailed in the United States.
<PAGE>
JIM HJELM'S PRIVATE COLLECTION, LTD.
(a Delaware Corporation)
Notice of 1996 Annual Meeting
of Shareholders to be held
at 10:00 A.M. on August 30, 1996
To the Shareholders of
JIM HJELM'S PRIVATE COLLECTION, LTD.:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of
Shareholders (the "Meeting") of JIM HJELM'S PRIVATE COLLECTION,
LTD. (the "Company") will be held on August 30, 1996 at 10:00 A.M.
at the offices of Kalin & Banner located at 757 Third Avenue, New
York, New York 10017, to consider and vote on the following
matters described under the corresponding numbers in the attached
Proxy Statement:
1. Election of three directors; and
2. Such other matters as may properly come before the
Meeting.
The Board of Directors has fixed July 5, 1996, at the close of
business, as the record date for the determination of shareholders
entitled to vote at the Meeting, and only holders of shares of
Common Stock of the Company of record at the close of business on
that day will be entitled to vote. The stock transfer books of the
Company will not be closed.
A complete list of shareholders entitled to vote at the
Meeting shall be available for examination by any shareholder, for
any purpose germane to the Meeting, during ordinary business hours
from July 31, 1996 until the Meeting at the offices of the Company.
The list will also be available at the Meeting.
Whether or not you expect to be present at the Meeting, please
fill in, date, sign, and return the enclosed Proxy, which is
solicited by management. The Proxy is revocable and will not
affect your vote in person in the event you attend the Meeting.
By Order of the Board of Directors
Joseph E. O'Grady, Secretary
Date: July 20, 1996
Request for additional copies of proxy material and the Company's
Annual Report for its fiscal year ended October 31, 1996 should be
addressed to Shareholder Relations, Jim Hjelm's Private Collection,
Ltd., 225 West 37th Street, New York, New York 10018. This
material will be furnished without charge to any shareholder
requesting it.
<PAGE>
JIM HJELM'S PRIVATE COLLECTION, LTD.
225 West 37th Street
New York, New York 10018
Proxy Statement
The enclosed proxy is solicited by the management of Jim
Hjelm's Private Collection, Ltd. (the "Company") in connection with
the 1996 Annual Meeting of Shareholders (the "Meeting") to be held
on August 30, 1996 at 10:00 a.m. at the offices of Kalin & Banner,
757 Third Avenue, New York, New York 10017 and any adjournment
thereof. The Board of Directors has set July 5, 1996 as the record
date for the determination of shareholders entitled to vote at the
Meeting. A shareholder executing and returning a proxy has the
power to revoke it at any time before it is exercised by filing a
later proxy with, or other communication to, the Secretary of the
Company or by attending the Meeting and voting in person.
The proxy will be voted in accordance with your directions as
to:
(1) The election of the persons listed herein as directors of
the Company;
(2) Such other matters as may properly come before the
Meeting.
In the absence of direction, the proxy will be voted in favor
of management's proposals.
The entire cost of soliciting proxies will be borne by the
Company. The costs of solicitation, which represent an amount
believed to be normally expended for a solicitation relating to an
uncontested election of directors, will include the costs of
supplying necessary additional copies of the solicitation materials
and the Company's Annual Report to Shareholders for its fiscal year
ended October 31, 1995 ("Fiscal 1995")(the "Annual Report") to
beneficial owners of shares held of record by brokers, dealers,
banks, trustees, and their nominees, including the reasonable
expenses of such recordholders for completing the mailing of such
materials and Annual Reports to such beneficial owners.
Only shareholders of record of the Company's 1,372,803 shares
of Common Stock (the "Common Stock") outstanding at the close of
business on July 5, 1996 will be entitled to vote. Each share of
Common Stock is entitled to one vote. Holders of a majority of the
outstanding shares of Common Stock must be represented in person or
by proxy in order to achieve a quorum. The proxy statement, the
attached notice of meeting, the enclosed form of proxy and the
Annual Report are being mailed to shareholders on or about July 12,
1996.
<PAGE>
1. ELECTION OF DIRECTORS
Three directors are to be elected by a majority of the votes
cast at the Meeting, each to hold office until the next Annual
Meeting of Shareholders and until his respective successor is
elected and qualifies. The persons named in the accompanying proxy
have advised management that it is their intention to vote for the
election of the following nominees as directors unless authority is
withheld:
o Joseph L. Murphy
o Daniel M. Sullivan
o Joseph E. O'Grady
Management has no reason to believe that any nominee will be
unable to serve. In the event that any nominee becomes
unavailable, the proxies may be voted for the election of such
person or persons who may be designated by the Board of Directors.
The following table sets forth certain information as to the
persons nominated for election as directors of the Company at the
Meeting, all of whom are presently directors of the Company:
Position with Director
Name Age the Company Since
Joseph L. Murphy 41 Chief Executive April 1986
and Financial Officer,
Director
Daniel M. Sullivan 71 Chairman of the September 1986
Board of Directors
Joseph E. O'Grady 74 Secretary and Director February 1991
Joseph L. Murphy, a founder of the Company, has been a
director of the Company since its inception. During Fiscal 1992,
Mr. Murphy was appointed President. In February 1993, Mr. Murphy
was appointed Chief Executive Officer. Mr. Murphy is the brother
of Mark Murphy, the Company's Vice President - Operations.
Daniel M. Sullivan became a director in September 1986 and was
elected Chairman of the Board in 1989. In 1989, Mr. Sullivan
retired as President and chief executive officer of Frost &
Sullivan, Inc., a publicly-traded publisher of market research
studies, a position he had held for more than five years prior to
his retirement.
Joseph E. O'Grady was appointed to the Board of Directors in
February 1991. In December 1992, Mr. O'Grady was appointed
Secretary. For more than the past five years, Mr. O'Grady has been
the president of JOG Associates, Inc., a privately-held financial
consulting firm based in Hicksville, New York. JOG Associates,
Inc. arranges business financing and provides financial consulting
services for closely-held companies.
During the fiscal year ended October 31, 1995 ("Fiscal 1995"),
the Board of Directors met on one occasion and acted four times by
unanimous consent.
OTHER EXECUTIVE OFFICERS
Mark Murphy, 30, was appointed Vice President - Operations in
May 1993. Mr. Mark Murphy joined the Company in January 1993.
Prior to his joining the Company, Mr. Mark Murphy was employed as
a manager by Accurate Testing Co., a metals testing company based
in California, a position he had held since 1988. Mr. Mark Murphy
is the brother of Joseph L. Murphy, the Company's President.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES
EXCHANGE ACT OF 1934.
The Company is unaware of any violations of Section 16(a) of
the Securities Exchange Act of 1934, as amended, by any of its
officers or directors during Fiscal 1994.
AUDIT AND COMPENSATION COMMITTEE
During Fiscal 1995, the Audit and Compensation Committee (the
"Audit Committee") did not meet or act by unanimous consent. The
purpose of the Audit Committee is to review the financial affairs
of the Company, establish compensation levels for senior executives
of the Company and administer the Company's stock option plan.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information relating to the
cash compensation received during the Company's last three fiscal
years by the Company's executive officers:
SUMMARY COMPENSATION TABLE
Name and Annual Com- Other Long Term Other
Principal Fiscal pensation Annual Com- Compensation Compen-
Position Year Salary ($) pensation ($) Options sation($)
Joseph L. 1995 104,000 - 50,000 20,864
Murphy, 1994 114,000 - - 3,748
President 1993 106,200 - - 3,000
Joseph O'Grady,1995 41,105 - - -
Secretary 1994 32,840 - - -
1993 25,632 - - -
Mark Murphy, 1995 52,520 - - 4,758
Vice Pres- 1994 44,260 - - -
ident - 1993 28,900 - 115,000 -
Operations
STOCK OPTION PLANS
On November 17, 1986, the Company adopted an Incentive Stock
Option Plan (the "Plan") pursuant to which options to purchase up
to an aggregate of 100,000 shares of Common Stock could be granted.
Such options are intended to qualify as "incentive stock options"
within the meaning of Section 422A of the Code ("Incentive
Options").
The Plan is administered by the Audit Committee which has the
authority to determine the persons to whom Incentive Options may be
granted, the number of shares of Common Stock to be covered by each
Incentive Option, the time or times at which the Incentive Options
may be granted or exercised and, for the most part, the terms and
provisions of the Incentive Options. The exercise price of
Incentive Options granted under the Plan may not be less than the
fair market value of the shares of Common Stock on the date of
grant. A non-incentive stock option for 50,000 shares was granted
during Fiscal 1995 to Mr. Joseph L. Murphy.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR-END (FYE) OPTION VALUES
Value of
Unexercised
Number In-the-Money
Of Unexercised Options
Options At FYE End
Shares At FYE Acquired ($)
Acquired Value Exercisable/ Exercisable/
Name On Exercise Realized Unexercisable Unexercisable (1)
Joseph
Murphy - - 6,666/50,000 0/7,500
Mark Murphy - - 38,333/0 0/0
Joseph O'Grady - - 3,333/0 0/0
(1) Represents fair market value of Common Stock at October 31,
1995 of $1.25 as reported by NASDAQ, less the exercise price.
COMPENSATION OF DIRECTORS
Directors are compensated for the time spent on Company
matters, including attendance at directors' and other meetings.
During Fiscal 1995, Mr. Sullivan and Mr. O'Grady were employed on
a part-time basis by the Company as consultants. Mr. Sullivan
received $30,577 and Mr. O'Grady received $41,105 as consultant
fees. Mr. O'Grady's renumeration is also reported in the Summary
Compensation Table above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of February 14, 1996, the
number of shares of Common Stock held of record or beneficially (i)
by each person who held of record, or was known by the Company to
own beneficially, more than five percent of the outstanding shares
of the Common Stock, (ii) by each director and (iii) by all
officers and directors as a group:
<PAGE>
Number of Percent of
Names and Address Shares Owned (1) Outstanding Shares
Joseph L. Murphy 133,666(2) 9.7%
225 West 37th Street
New York, NY 10123
Daniel M. Sullivan 82,599 6.0%
225 West 37th Street
New York, NY 10018
Harvest Capital 78,740 5.7%
Corporation
225 West 37th Street
New York, NY 10018
Joseph E. O'Grady 21,999(2) 1.6%
225 West 37th Street
New York, NY 10018
Carl Seaman 281,666(3) 20.5%
12 The Poplars
Roslyn, NY 11576
All Directors and 340,659(2)(4) 32.4%
officers as a
group (5 persons)
(1) Unless otherwise indicated, all shares of Common Stock are
owned directly.
(2) Includes 6,666, 3,333, and 63,332 shares for Messrs.
Murphy, O'Grady, and all officers and directors as a
group, respectively, that are issuable upon exercise of
presently exercisable options at an average exercise price of
approximately $1.50 per share.
(3) Based on information on Schedule 13D dated June 1, 1995 filed
with the Company on behalf of Mr. Seaman.
(4) Pursuant to the Securities Exchange Act of 1934, in addition
to the ownership of Common Stock set forth above, Mr. Joseph
L. Murphy, by virtue of his position with (President and a
director) and ownership of 22.1% of the outstanding Common
Stock of Harvest Capital Corporation ("Harvest") and Mr.
Sullivan, by virtue of his position with Harvest (Secretary
and a director), are considered to be the beneficial owners of
the shares of Common Stock owned by Harvest.
The Company is unaware of any arrangement, the operation of
which, at a subsequent date, may result in a change of control of
the Company.
CERTAIN TRANSACTIONS
On November 21, 1994, Mr. Carl Seaman lent the Company
$200,000 at an interest rate of six (6%) percent per annum in
excess of Chemical Bank's floating prime rate to be payable in one
year (the "Seaman Loan"). As security for the Seaman Loan, the
Company granted Mr. Seaman a security interest in the Company's
account receivables. On February 2, 1996, the Company entered into
a loan agreement with CBC of New York Inc., trading as Continental
Business Credit, to obtain a credit line up to $1,500,000 (the "CBC
Loan"). The CBC Loan, which bears a minimum interest rate of
12.25% per annum (which may be increased due to any fluctuation of
the prime rate announced from time to time by Chemical Bank) is
payable through the direct deposits to CBC Bank of the Company's
receivables.
As additional security, Messrs. Joseph L. Murphy, Joseph E.
O'Grady and Jim Hjelm personally guaranteed repayment of the CBC
Loan. Mr. Seaman agreed to subordinate the Seaman Loan to the CBC
Loan.
Messrs. Carl Seaman and Joseph L. Murphy participated in the
Company's private placement in May 1995. Mr. Seaman purchased 8
units, each unit consisting of 25,000 shares, for $200,000. Mr.
Joseph L. Murphy purchased 1.2 units for $30,000.
On February 1, 1995, Mr. Joseph L. Murphy entered into an
employment agreement with the Company. The agreement will
terminate January 31, 2000, unless terminated earlier. The base
salary commences at $120,000 per annum with a yearly increase of
$10,000. In addition, Mr. Joseph L. Murphy received a stock option
for 50,000 shares of common stock exercisable at the rate of 12,500
shares per year at 110% of the fair market value of the Company's
common stock on the date of this stock option.
2. OTHER MATTERS
The Board of Directors has no knowledge of any other matters
which may come before the Meeting and does not intend to present
any other matters. However, if any other matters shall properly
come before the Meeting or any adjournment thereof, the persons
named as proxies will have discretionary authority to vote the
shares of Common Stock represented by the accompanying proxy in
accordance with their best judgment.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP,
independent certified public accountants, auditors of its Fiscal
1995 financial statements, as the auditors of the financial
statements of the Company for its current fiscal year ending
October 31, 1996. A member of such firm is expected to be at the
Meeting and will be given the opportunity to make a statement and
to answer questions any shareholders may have.
SHAREHOLDERS' PROPOSALS
Any shareholder of the Company who wishes to present a
proposal to be considered at the next annual meeting of
shareholders of the Company and who wishes to have such proposal
presented in the Company's Proxy Statement for such meeting must
deliver such proposal in writing to the Company at 225 West 37th
Street, Fifth Floor, New York, New York 10018 on or before April
30, 1997.
By Order of the Board of Directors
Joseph E. O'Grady,
Secretary
Dated: July 20, 1996
Hjelm\Pxy.96
