<PAGE>
PROXY STATEMENT
OF
CABLE CAR BEVERAGE CORPORATION
717 17th Street, Suite 1475
Denver, Colorado 80202-3314
ANNUAL MEETING OF STOCKHOLDERS
JULY 31, 1996
This Proxy Statement is furnished to the holders of Common Stock of
Cable Car Beverage Corporation ("Company") in connection with the
solicitation of proxies to be used in voting at the Annual Meeting of
Stockholders to be held at One Norwest Bank in the Hershner Room,
1700 Lincoln Street, Denver, Colorado on July 31, 1996 at 11:00 A.M.
This proxy material was first forwarded to the holders of Common Stock on
or about June 26, 1996.
REVOCATION OF PROXIES
Stockholders who execute proxies retain the right to revoke
them at any time. Unless so revoked, the shares represented by
such proxies will be voted at the Meeting and all adjournments
thereof. Proxies may be revoked by written notice to the
Secretary of the Corporation or the filing of a later proxy prior
to a vote being taken on a particular proposal at the Meeting. A
proxy will not be voted in accordance with the directions given
therein. Where no instructions are indicated, proxies will be
voted "FOR" all nominees for directors set forth below and "FOR"
Proposal 2.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record of Common Stock at the close of
business on June 10, 1996 will be entitled to vote at the
meeting. On such date there were 8,748,658 shares of common
stock outstanding. Each stockholder is entitled to one vote for
each share of Common Stock held. There is no right to cumulative
voting in the election of directors. Based on certain reports
filed with the Securities and Exchange Commission, the following
table reflects certain information as of March 27, 1996 as to
beneficial holders of more than 5% of the outstanding shares of
Common Stock of the Company and as to Common Stock beneficially
owned by all executive officers and directors of the Company as a
group:
<TABLE>
<CAPTION>
Amount and Nature Percent of Shares
of Beneficial of Common
Name of Beneficial Owner Ownership (1) Stock Outstanding
- ----------------------------------------------------------------------
<S> <C> <C>
Samuel M. Simpson 1,239,877 13.70%
James P. McCloskey 100,000 1.13%
William H. Rutter 723,732 8.23%
Myron D. Stadler 50,000 .57%
Officers and Directors as
a Group (4 persons) 2,113,609 22.85%
</TABLE>
(1) This table is based on 8,748,658 shares
outstanding at June 10, 1996, and includes presently
exercisable options to purchase shares of the Company's
Common Stock held by each of the foregoing.
1
<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
The Board of Directors is currently composed of three
members. The Company's By-laws provide that the Company shall
have no less than three and no more than seven directors.
The Board of Directors proposes that the three nominees
listed below be elected as directors of the Company to hold
office until the next Annual Meeting of Stockholders or until
successors are duly elected and qualified. Unless otherwise
marked on the proxy, shares of the Common Stock represented by
the proxy will be voted for the nominees named below. In the
event any of the nominees should withdraw or otherwise become
unavailable for reasons not presently known, the shares
represented by the proxy will be voted for another person in the
discretion of the persons named in the proxy. Certain
information as to each nominee and director continuing in office
is included below:
Samuel M. Simpson, age 43, has been President, Chief
Executive Officer and a director of the
Company since 1986. He has served as Chairman of the Board since
1992. He was employed as a consultant to reorganize the Company
during 1983 prior to joining the Company first as its Vice
President in 1984 and later as its President and Chief Executive
Officer in 1986. From 1979 to 1984 Mr. Simpson was President of
Energy Prospects, Inc. a Denver based privately owned oil and gas
company.
James P. McCloskey, age 45, has been a director of the
Company since 1992. From April 1994 to February 1996, Mr.
McCloskey was the Chief Financial Officer for Avalon Software
Company, in Tucson, Arizona. From 1988 until April 1994, he was
Chief Financial Officer of the Famous Amos Chocolate Chip Cookie
Corporation, San Francisco, California. From 1985 to 1988 he was
Chief Financial Officer and
President, respectively, of the William J. Ash Corporation and
The James P. McCloskey Corporation,
Denver, Colorado, both privately owned real estate development
companies. Mr. McCloskey is a certified public accountant.
William H. Rutter, age 44, is a private investor and has
been a director of the Company since 1995. From 1991 to 1993, Mr.
Rutter was the president of Capstone Management Corporation which
owns and operates restaurants in the Denver area. From 1984 to
1990, he was a partner in Sherman & Howard, a Denver, Colorado
law firm.
Other Executive Officers
Myron D. Stadler, age 29, has been employed by the Company
since 1992 and was elected Chief Accounting Officer and Secretary
in 1995. Prior to 1992, Mr. Stadler was a financial analyst for
the City and County of Denver at Stapleton International Airport.
The Board of Directors met five times during the year ended
December 31, 1995 and approved action by unanimous consent on
three occasions during that year. The Board of Directors does
not have committees. No director attended fewer than 75% of the
total meetings of the Board of Directors.
The Board of Directors recommends that the stockholders vote
"FOR" each of the director
nominees listed above. The Company is informed that each current
director intends to vote for each director nominee listed above.
2
<PAGE>
EXECUTIVE COMPENSATION
The following table provides summary information
concerning compensation paid to or earned by the Company's Chief
Executive Officer for the years ended December 31, 1995 and 1994,
the six-month period ended December 31, 1993 and for the fiscal
years ended June 30, 1993, and 1992. No other employee earned a
salary and bonus which exceeded $100,000.
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
Other Long-Term Compensation
Name Annual Annual Awards Payouts All Other
Principal Compensation Compen- Restricted LTIP Compen-
Position Year Salary Bonus sation(1) Stock Options# Payouts sation
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Samuel M.
Simpson 1995 $120,000 $75,000 $0 $0 0 $0 $0
President
& Chairman 1994 115,137 40,000 0 0 0 0 0
of the
Board 1993 64,700 12,500 0 0 0 0 0
1993 112,900 0 0 0 0 0 0
</TABLE>
(1) As permitted by Commission rules, no amounts are shown
for certain perquisites, where such amounts do not exceed
the lesser of 10% of bonus plus salary or $50,000.
* For the six-months ended December 31, 1993.
The following table provides information with respect to the Chief
Executive Officer, concerning unexercised stock options held as
of December 31, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
# Of Unexercised Value Of Unexercised
Options At In-The-Money Options
Shares Acquired Value December 31,1995 At December 31,1995
Name On Exercise(#) Realized -All Exercisable -All Exercisable(1)
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Samuel M. Simpson 0 $0 301,666 $470,599
President &
Chairman of
the Board
</TABLE>
(1)Based on the closing bid price of the Company's common
stock at December 29, 1995 as reported by the NASDAQ system.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Grant Date
Name Granted(#) Fiscal Year ($/Sh) Expiration Date Present Value $
- ------------------------------------------------------------------------------
<S> <C. <C> <C> <C> <C>
Simpson,
Samuel M. 100,000 32% $1.25 12/31/99 $1.19
Stadler,
Myron D. 10,000 3.2% $1.10 12/31/98-12/31/01 $1.13
Stadler,
Myron D. 25,000 8% $1.25 12/31/99-12/31/02 $1.19
</TABLE>
3
<PAGE>
Compensation Pursuant to Plans
The Company presently has no proposed compensation plans such
as pension, profit sharing, retirement plans, or other similar forms of
executive compensation.
Employment Agreement
The Company's President and Chief Executive Officer, Samuel M.
Simpson, has an employment agreement with the Company which currently
runs through December 31, 1998.
Directors
The Company compensates outside directors at the rate of $1,000
per quarter plus direct expenses associated with attending meetings.
The Board of Directors does not have committees.
Certain Relationships and Related Transactions
AMCON DISTRIBUTING COMPANY - During 1995, the Company distributed
266,469 shares of AMCON common stock as a dividend to the Company's
shareholders of record as of July 5, 1995. This distribution of 266,469
shares of AMCON represented 87% of the Company's holdings in AMCON. At
June 10, 1996, the Company held 39,674 shares of AMCON common stock.
4
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PROPOSAL 2 - RATIFICATION OF SELECTION OF AUDITORS
Price Waterhouse, LLC independent public accountants, have
been the Company's auditors since 1986, and have been selected to
continue for the year ended December 31, 1996. Representatives
of Price Waterhouse, LLC will be present at the Annual Meeting
and will be given the opportunity to make a statement if they so
desire and will also be available to respond to appropriate
questions.
The ratification of selection of auditors must be approved
by a majority of the shares entitled to vote at the Annual
Meeting. The Board of Directors recommends a vote "FOR" this
proposal.
OTHER BUSINESS
The management of the Company knows of no other matters to
come before the meeting. However, if any matter requiring a vote
of the Stockholders should arise, it is the intention of the
persons named in the enclosed form of proxy to vote in accordance
with their best judgment.
1997 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder who wishes to submit a proposal for
inclusion in the proxy material relating to the Company's 1997
Annual Meeting of Stockholders, must submit such proposal to the
Secretary of the Company on or before January 1, 1997. Any
proponents of such proposal must be a holder of at least 1% or
$1,000 in market value of common stock of the Company for at least
one year and through the date of the meeting.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for
the year ended December 31, 1995, accompanies this Proxy
Statement. SEC Form 10-K, Annual Reports and Quarterly Reports
may be obtained by written request to Amy Bolding, Shareholder
Relations, Cable Car Beverage Corporation, 717 17th Street, Suite
1475, Denver, Colorado 80202-3314.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy material to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may
solicit proxies personally or by facsimile or telephone without
additional compensation.
By Order of the Board of Directors
BY (Signature) /s/ Myron D. Stadler
Secretary
Denver, Colorado
June 10, 1996
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AT YOUR
EARLIEST CONVENIENCE. A SELF-ADDRESSED, POSTAGE PAID ENVELOPE IS ENCLOSED
FOR MAILING.
<PAGE>
CABLE CAR BEVERAGE CORPORATION
717 17th Street, Suite 1475
Denver, Colorado 80202-3314
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 31, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Cable Car Beverage Corporation will be held at One Norwest Bank in the
Hershner Room, 1700 Lincoln Street, Denver, Colorado at 11:00 A.M. for the
following purposes:
(1) To elect a Board of Directors to serve until the next Annual
Meeting of Stockholders;
(2) The ratification of selection of Price Waterhouse, LLP as
auditors for the Company for the 1996 calendar year;
(3) To transact such other business as may properly come before
the meeting.
NOTE: The Board of Directors is not aware of any other
business to come before the meeting.
The Board of Directors has fixed June 10, 1996 as the record
date for the determination of Stock-holders entitled to notice of
and to vote at the Annual Meeting of Stockholders.
All Stockholders are cordially invited to attend the meeting
in person. Whether you plan to attend or not, please date, sign
and return the accompanying proxy in the enclosed return
envelope, to which no postage need be affixed if mailed in the
United States.
By Order of the Board of Directors
BY (Signature) /s/ Myron D. Stadler
Secretary
Denver, Colorado
June 10, 1996
