<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PORTAGE INDUSTRIES 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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(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.
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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
PORTAGE INDUSTRIES CORPORATION
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1325 Adams Street
Portage, WI 53901
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
May 1, 1995
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TO THE SHAREHOLDERS OF PORTAGE INDUSTRIES CORPORATION
The Annual Meeting of Shareholders of Portage Industries Corporation will be
held at the Ridge Motor Inn, Portage, Wisconsin, Friday, June 16, 1995, at 1:30
p.m. for the following purposes:
1. To elect four (4) directors to serve until the 1996 Annual Meeting of
Shareholders, or until their successors are duly elected and qualified.
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Shareholders of record at the close of business on May 1, 1995, are entitled to
vote at the meeting or any adjournment thereof.
Shareholders who cannot attend in person are requested to date, sign and return
the enclosed proxy in the envelope provided. You may revoke your proxy at any
time prior to the voting thereof by requesting the return of the proxy from the
Secretary.
YOUR VOTE IS IMPORTANT AND PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED.
By Order of the Board of Directors,
[Sig.]
Mark E. Showers
Secretary/Treasurer
<PAGE> 3
PORTAGE INDUSTRIES CORPORATION
1325 ADAMS STREET
PORTAGE, WISCONSIN 53901
PROXY STATEMENT
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The enclosed proxy is solicited by the Board of Directors (the "Board") of
Portage Industries Corporation ("Portage" or the "Company"), for use at the
Annual Meeting of Shareholders to be held at the Ridge Motor Inn, Portage,
Wisconsin, on Friday, June 16, 1995, at 1:30 p.m. local time and at any
adjournment thereof. All shares represented by properly executed proxies will be
voted as specified at the meeting. A proxy may be revoked at any time prior to
its exercise.
All expenses of soliciting proxies, including forwarding expense to beneficial
owners of stock held in the name of another, will be borne by Portage. No
solicitations other than by mail are contemplated, except that officers or
employees of Portage may solicit the return of proxies by telephone. The Company
also has made arrangements with brokerage firms, banks, nominees and other
fiduciaries to forward proxy solicitation materials for shares of Common Stock
held of record by them to the beneficial owners of such shares. The Company will
reimburse them for reasonable out-of-pocket expenses.
Each shareholder of record at the close of business on May 1, 1995, will be
entitled to one vote for each share of common stock registered in such
shareholder's name. On April 25, 1995, there were outstanding 2,266,725 shares
of Portage Common Stock.
The Company is mailing its annual report to shareholders for the year ended
December 31, 1994 with this proxy statement to shareholders entitled to vote at
the Annual Meeting. The notice of the meeting, this proxy statement, the Form of
Proxy and the 1994 Annual Report to Shareholders is being mailed to shareholders
on or about May 1, 1995.
ELECTION OF DIRECTORS
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NOMINEES
Each of the four nominees listed below has been nominated for election as a
Director of Portage to serve until the 1996 Annual Meeting of Shareholders, or
until a successor has been duly elected. When you sign and return the enclosed
Form of Proxy, the shares of Common Stock represented thereby will be voted for
the election of each nominee unless otherwise indicated on the Form of Proxy.
Shareholders who do not wish their shares to be voted for a particular nominee
may so indicate in the space provided on the Form of Proxy.
In April 1995 the Board, acting pursuant to authority contained in the Company's
bylaws, increased the size of the Board from three to four directors and
appointed Paul N. Erickson to fill the vacancy created by the new directorship
until the Annual Meeting.
If one or more of the nominees should become unavailable to serve at the time of
the Annual Meeting, the shares represented by proxy will be voted for the
remaining nominees and for any substitute nominee or nominees designated by the
Board of Directors. If no substitute is designated the size of the Board may be
reduced. The Board knows of no reason why any of the nominees will be
unavailable to serve. There are no family relationships between any of the
nominees and/or executive officers of the Company.
The name and age of each nominee for the office of Director, the approximate
number of shares of Portage Common Stock of which each nominee is, directly or
indirectly, the beneficial owner (as of April 25, 1995), together with certain
additional information as to each such nominee and Director, are set forth
below.
1
<PAGE> 4
NOMINEES (Continued)
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Directors are elected by a plurality of the votes of the shares of the Common
Stock represented at the meeting and entitled to vote. Abstentions are included
in the determination of shares present and voting for purposes of determining
whether a quorum exists, while broker non-votes are not. Neither abstentions nor
broker non-votes are counted in determining whether a proposal has been
approved. The Board of Directors recommends that you vote FOR the nominees named
herein.
<TABLE>
<CAPTION>
Shares Percent
Beneficially of
Name and Age Employment History Owned(1) Class
- - - ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Robert L. Lestina, Jr., 53 Director of Portage since 1987 and 4,000 *
Chairman of the Board since August 1993.
Director of Venture Capital Division,
Allstate Insurance Company, Northbrook,
Illinois 1987-1994. Director of Au Bon
Pain, Inc., Bertucci's, Inc., and a
number of privately held companies.
Robert C. Hazzard, 57 Director of Portage since 1992. 13,000 *
President and major stockholder of
Continental Plastics, a custom plastic
injection molding company, since
November 1988. Consultant to the
plastics industry from January 1982, and
President of Bell Plastics from
September 1986 to September 1988. Vice
President, Manufacturing and Executive
Vice President of Portage Industries
from November 1971 to July 1981.
Anthony J. Lisauskas, 55 Director of Portage since 1991. 40,000 1.7%
President and CEO since August 1991.
President of Plastofilm Industries,
Inc., a subsidiary of Consolidated
Fibers, Inc., from 1990 to 1991; Vice
President/General Manager and other
positions including President and Board
of Directors member through Company
acquisitions of Clear-Vu Plastics and
Form-Fit Plastics from 1982 to 1990.
Paul N. Erickson, 59 Director of Portage since 1995. Founder 5,000 *
and Principal, Erickson Strategic
Consulting since 1983; Chief Financial
Officer, Consolidated Fibres, Inc.,
1984-1987; Chief Financial Officer,
Rigging International, Inc., 1978-1982.
All officers and 79,161 3.4
directors as a group
(six persons)
</TABLE>
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* Less than one percent.
(1) Includes shares of Common Stock which the named individuals and certain
executive officers have the right to acquire within 60 days upon the
exercise of stock options, as follows: Mr. Lestina, 4,000 shares; Mr.
Hazzard, 13,000 shares; Mr. Lisauskas, 25,000 shares; and Mr. Erickson,
3,000 shares; officers and directors as a group, 49,375 shares.
2
<PAGE> 5
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MEETING OF BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held four meetings in 1994. The Board has an Audit
Committee and a Compensation Committee, but does not have a Nominating
Committee. Directors attended 100% of the board meetings and committee meetings
on which they served in 1994.
The Audit Committee, composed of Messrs. Lestina and Hazzard, met once in 1994
and is responsible for recommending to the Board each year the firm of
independent accountants for appointment as auditors for Portage; meeting with
independent auditors to consider the scope of their activities and findings;
meeting with appropriate officers of Portage to consider its response to such
findings; and considering such other matters relating to the effectiveness of
the internal and external audits of the accounts of Portage as the Committee may
determine to be warranted.
The Compensation Committee, composed of Messrs. Lestina and Hazzard, met twice
in 1994 and is responsible for approving executive compensation and the review
of recommendations by the President for incentive compensation for the Portage
management group. The Committee is responsible for determining the recipients
and terms of stock options granted under the 1986 and 1990 Portage Industries
Corporate Stock Option Plans.
Directors receive options to purchase 4,000 shares of Common Stock annually on
January 1 at the market price on the date of grant. Otherwise, Directors do not
receive any compensation for service on the Board of Directors, but are
reimbursed for out-of-pocket expenses related to meetings.
EXECUTIVE COMPENSATION
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The following table sets forth certain information regarding compensation paid
during each of the Company's last three fiscal years to the Company's Chief
Executive Officer. No other officer of the Company has Salary and Bonus
exceeding $100,000 in the last fiscal year.
<TABLE>
<CAPTION>
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NAME AND POSITION YEAR SALARY OTHER COMPENSATION(1)
- - - ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ANTHONY J. LISAUSKAS 1994 $145,000 $43,500(2)
PRESIDENT AND 1993 145,000 41,250(3)
CHIEF EXECUTIVE OFFICER 1992 145,000 --
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</TABLE>
(1) Amounts indicated do not include perquisites and other personal benefits
which did not exceed the lesser of $50,000 or 10% of the officer's total
annual salary or bonus.
(2) Includes $12,500 Annuity payment and $31,000 cash bonus earned in 1994 and
paid in 1995.
(3) Includes stock grant in the amount of $16,250 and a $25,000 cash bonus
earned in 1993 and paid in 1994.
3
<PAGE> 6
The following table sets forth options granted to the executive officer named in
the Summary Compensation table.
<TABLE>
<CAPTION>
Potential Realizable
Value
at Assumed Annual
Rates of Stock Price
Number of % of Total Value at Appreciation for
Securities Options Granted Exercise Grant-Date Option Term
Underlying Options to Employees in Price Expiration Market Price ---------------------
Name Granted (#) Fiscal Year ($/Share) Date (0% $) (5% $) (10% $)
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Anthony J.
Lisauskas.......... 25,000 100% $ 2 8/22/04 $ 23,438 $119,622 $190,478
</TABLE>
No options were exercised as the following table sets forth information
regarding year-end option values for the executive officer named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY-End (#) Options at FY-End (%)
Shares Acquired Value ------------------------- -------------------------
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Anthony J. Lisauskas.... 0 0 25,000/0 $20,313/0
</TABLE>
EXECUTIVE COMPENSATION
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The Compensation Committee is responsible for approving executive compensation
for salary increases and incentive compensation for the Company's Chief
Executive Officer and the review of recommendations by the President of
incentive compensation for the Portage management group. The committee believes
the compensation for the Chief Executive Officer and the Portage management
group should be linked to operation performance. In prior years, a portion of
management compensation was comprised of bonuses and stock options which was
based on operating performance and the attainment of planned objectives. During
1994, there were no stock options issued other than the 25,000 shares of Common
Stock to Mr. Lisauskas, which option was granted pursuant to his employment
agreement with the company dated August 12, 1991; however, due to positive
operational performance, bonuses were accrued in 1994 and paid in 1995. During
1994, salary compensation for highly compensated executive officers was not
increased.
COMPENSATION COMMITTEE
---------------------------
Robert L. Lestina, Jr.
Robert C. Hazzard
4
<PAGE> 7
STOCK PERFORMANCE CHART
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The following chart compares the yearly percentage change in the cumulative
total stockholder return on the Company's Common Stock during the five fiscal
years end December 31, 1994 with the cumulative total return on the Amex Market
Index and the SIC Code Index. The comparison assumes $100 was invested on
January 1, 1990 in the Company's Common Stock and in each of the foregoing
indices and assumes reinvestment of dividends.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG
PORTAGE INDUSTRIES CORPORATION, AMEX MARKET INDEX AND
SIC CODE 308 INDEX
<TABLE>
<CAPTION>
Measurement Period Portage Industry
(Fiscal Year Covered) Ind. Cp Index Broad Market
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 61.90 94.41 84.80
1991 52.38 149.99 104.45
1992 66.67 147.74 105.88
1993 128.57 186.87 125.79
1994 88.10 181.57 111.12
</TABLE>
PRINCIPAL SHAREHOLDERS
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The following table sets forth as of April 25, 1995, the name, address and
number of shares of Common Stock beneficially owned by each person who is known
by Portage to own more than 5% of the outstanding shares of its Common Stock.
All persons listed below hold such Common Stock with sole voting and dispositive
power.
<TABLE>
<CAPTION>
Name and Address of Number of Shares Percent
Beneficial Owner Beneficially Owned of Class
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<S> <C> <C>
Allstate Insurance Company,
a wholly-owned subsidiary
of Sears, Roebuck & Co.,
Sears Tower, Chicago IL 60684 459,660 20.28%
Madison Allen Self
1440 Huntington Dr.
Calumet City, IL 60409 324,500 14.32%
</TABLE>
5
<PAGE> 8
SHAREHOLDER PROPOSALS
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Shareholders of the Company may submit matters to be considered at the 1996
Shareholders' Meeting. In order to be included in the 1996 Proxy Statement, such
written proposals must be received on or before January 8, 1996, at the office
of Portage and should be directed to: Secretary, Portage Industries Corporation,
1325 Adams Street, Portage, WI 53901.
INDEPENDENT ACCOUNTANTS
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Representatives of the firm of Coopers & Lybrand, the independent accountants
selected by the Board of Directors for the current year, are expected to be
present at the Shareholders' Meeting, will have an opportunity to make a
statement if they wish to do so, and will be available to respond to appropriate
questions. The Board of Directors and the Audit Committee review the reports of
the independent accountants who meet with the Board of Directors on request.
OTHER MATTERS
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Although the Board of Directors is not aware of any other matters which may come
before the meeting, if any such matters should be presented, the persons named
in the accompanying proxy intend to vote such proxy in accordance with their
best judgement.
By Order of the Board of Directors
[SIG]
Mark E. Showers
Secretary/Treasurer
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND
EXCHANGE COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
WILL BE PROVIDED WITHOUT CHARGE TO EACH RECORD OR BENEFICIAL OWNER OF THE
COMPANY'S COMMON STOCK ON THE WRITTEN REQUEST OF SUCH PERSON DIRECTED TO:
SECRETARY, PORTAGE INDUSTRIES CORPORATION, 1325 ADAMS STREET, PORTAGE, WI 53901.
6
