<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GEV CORPORATION
(Name of Registrant as Specified In Its Charter)
GEV CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $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:
(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:*
(4) Proposed maximum aggregate value of transaction:
- --------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
GEV CORPORATION
191 MASON STREET
GREENWICH, CONNECTICUT 06830
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 1994
----------------
To the Stockholders of GEV CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GEV
Corporation, a Delaware corporation formerly known as Finevest Foods, Inc. (the
"Company"), will be held at the Second Floor Board Room, 165 Mason Street,
Greenwich, Connecticut on Monday, May 23, 1994 at 10:00 A.M. for the following
purposes:
(1) To elect one Director to serve until his successor is duly elected and
qualified;
(2) To ratify the appointment of Deloitte & Touche as independent certified
public accountants for the Company for the fiscal year ending December
31, 1994; and
(3) To consider and act upon any other matters which may properly come
before the Annual Meeting or any adjournment thereof.
In accordance with the provisions of the Company's By-Laws, the Board of
Directors has fixed the close of business on April 26, 1994 as the date for
determining stockholders of record entitled to receive notice of, and to vote
at, the Annual Meeting.
As of April 1, 1994, Mr. William R. Berkley, Chairman of the Board of
Directors of the Company, owned approximately 53.4% of the Company's Class A
Common Stock (representing 52.2% of the voting power of the Company's
outstanding capital stock) and thus has significant voting power to determine
the results of the matters to be considered at the Annual Meeting. Mr. Berkley
has advised the Company that he will vote FOR each of the proposals to be
considered at the Annual Meeting.
Your attention is directed to the accompanying Proxy Statement.
You are cordially invited to attend the Annual Meeting. If you do not expect
to attend the Annual Meeting in person, please vote, date, sign and return the
enclosed Proxy as promptly as possible in the enclosed reply envelope.
By Order of the Board of Directors,
/s/ Nelson A. Barber
Nelson A. Barber
Assistant Secretary
Dated: April 29, 1994
<PAGE>
GEV CORPORATION
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 1994
----------------
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of GEV Corporation
(formerly known as Finevest Foods, Inc., the "Company") for use at the Annual
Meeting of Stockholders to be held at the Second Floor Board Room, 165 Mason
Street, Greenwich, Connecticut on Monday, May 23, 1994, at 10:00 A.M. and at
any adjournment thereof. The giving of a proxy does not preclude a stockholder
from voting in person at the Annual Meeting. The proxy is revocable before its
exercise by delivering either written notice of such revocation or a later
dated proxy to the Secretary of the Company at its executive office at any time
prior to voting of the shares represented by the earlier proxy. In addition,
stockholders attending the Annual Meeting may revoke their proxies by voting at
the Annual Meeting. If a returned proxy does not specify a vote for or against
a proposal, it will be voted in favor thereof. The expense of preparing,
printing and mailing this Proxy Statement will be paid by the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone by regular employees of the Company without additional compensation.
The Company will reimburse banks, brokers and other custodians, nominees and
fiduciaries for their costs in sending the proxy materials to the beneficial
owners of the Company's Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), and the Class B Common Stock, par value $.01 per share
(the "Class B Common Stock" and, together with the Class A Common Stock, the
"Common Stock"). The Company's Annual Report for the fiscal year ended December
31, 1993 is simultaneously being mailed with this Proxy Statement. The
approximate mailing date of this Proxy Statement and the proxy is April 29,
1994.
BANKRUPTCY FILINGS
On February 11, 1991, the Company and each of its five operating subsidiaries
filed voluntary petitions seeking reorganization under chapter 11 of the United
States Bankruptcy Code. On July 9, 1992, the Second Amended Joint Plan of
Reorganization filed by the Company and its dairy subsidiaries (the
"Reorganization Plan") became fully effective pursuant to a confirmation order
issued by the U.S. Bankruptcy Court.
OUTSTANDING STOCK AND VOTING RIGHTS
Only stockholders of record at the close of business on April 26, 1994 are
entitled to notice of and to vote at the Annual Meeting. The number of shares
of voting stock of the Company outstanding on that date and entitled to vote
was (i) 15,073,996 shares of Class A Common Stock and (ii) 3,077,419 shares of
Class B Common Stock (which was issued to the Company's former lending banks
under the Reorganization Plan). Each share of Class A Common Stock is entitled
to one vote and each share of Class B Common Stock is entitled to one-tenth of
one vote. Class A Common Stock and Class B Common Stock will vote together as a
single class on all matters to be acted on at the Annual Meeting. Class B
Common Stock is fully convertible at any time into Class A Common Stock on a
share-for-share basis. Information as to persons beneficially owning 5% or more
of the Common Stock may be found under the heading "Security Ownership of
Certain Beneficial Owners and Management" herein.
Unless otherwise directed in the proxy, the persons named therein will vote
FOR the election of the director nominee listed below, and FOR the ratification
of the appointment of Deloitte & Touche as the Company's independent public
accountants for its fiscal year ending December 31, 1994.
<PAGE>
All matters to be acted on at the Annual Meeting require the affirmative vote
of a majority of the shares present in person or by proxy at the Annual Meeting
to constitute the action of the stockholders. In accordance with Delaware law,
abstentions will, while broker nonvotes will not, be treated as present for
purposes of the preceding sentence. A broker nonvote is a proxy submitted by a
broker in which the broker fails to vote on behalf of a client on a particular
matter for lack of instruction when such instruction is required.
As of the date hereof, the Board of Directors knows of no other business that
will be presented for consideration at the Annual Meeting. If other business
shall properly come before the Annual Meeting, the persons named in the proxy
will vote according to their best judgment.
ELECTION OF DIRECTOR
As permitted by Delaware law, the Board of Directors of the Company is
divided into three classes, the classes being divided as equally as possible
and each class having a term of three years. Each year the term of office of
one class expires. This year the term of a class consisting of one Director
expires and it is the intention of the Board of Directors that the shares
represented by proxy, unless otherwise indicated thereon, will be voted for the
reelection of William R. Berkley as Director to hold office for a term of three
years until the Annual Meeting of Stockholders in 1997 and until his successor
is duly chosen. Robert V. Mendelsohn, whose term as Director was to expire in
1996, resigned from the Board of Directors in January 1994. Andrew M. Bursky
was elected in January 1994 by the Board of Directors to fill this vacancy.
The persons designated as proxies reserve full discretion to cast votes for
other persons in the event the nominee is unable to serve. However, the Board
of Directors has no reason to believe that the nominee will be unable to serve
if elected. The proxies cannot be voted for a greater number of persons than
the one named nominee.
2
<PAGE>
The following table sets forth information regarding the nominee and the
remaining Directors who will continue in office after the Annual Meeting.
<TABLE>
<CAPTION>
SERVED AS
DIRECTOR OF
THE COMPANY BUSINESS EXPERIENCE
CONTINUOUSLY DURING PAST 5 YEARS,
NAME SINCE AGE AND OTHER INFORMATION
---- ------------ --------------------------------------
<C> <C> <S>
Nominee to Serve
in Office Until 1997
William R. Berkley (1)(2). 1988 Chairman of the Board of the Company
since 1987. He also serves as Chairman
of the Board of several companies
which he controls or founded. These
include W.R. Berkley Corporation,
a property and casualty insurance
company, and Interlaken Capital, Inc.,
a private investment and consulting
firm. Mr. Berkley is 48 years of age.
Directors to Continue
in Office Until 1995
Donald J. Donahue (3)..... 1988 Chairman of the Board of Magma Copper
Company since 1987 and Chairman of
Nacolah Holding Co., a life and health
insurance company, from 1990 to
1993. From 1984 to 1985, Mr. Donahue
served as Chairman and was a director
of KMI Continental Group, Inc., a
natural resource conglomerate. From
1975 to 1984, he was Vice Chairman and
a director of Continental Group,
Inc. Mr. Donahue is a trustee of
Northeast Utilities, Inc. and a
director of Signet Star Holdings,
Inc., a reinsurance holding
company. He is also a director of
Counsellors Tandem Securities Fund,
Inc. and eleven other registered
investment companies managed by EMW
Warburg Pincus Counsellors, Inc.
(Warburg, Pincus Fixed Income Fund;
Warburg, Pincus New York Municipal
Bond Fund; Counsellors Global Fixed
Income Fund, Inc.; Counsellors
Intermediate Maturity Government Fund,
Inc.; Warburg, Pincus Institutional
Fund, Inc.; Counsellors International
Equity Fund, Inc.; Counsellors New
York Tax Exempt Fund, Inc.;
Counsellors Cash Reserve Fund, Inc.;
Warburg, Pincus Capital Appreciation
Fund; Counsellors Emerging Growth
Fund, Inc.; and Counsellors Tandem
Securities Fund, Inc.). Mr. Donahue is
69 years of age.
Jack H. Nusbaum (2)....... 1988 A Senior Partner and Co-Chairman in
the New York law firm of Willkie Farr
& Gallagher. Mr. Nusbaum is a director
of W.R. Berkley Corporation, The Topps
Company, Inc., a manufacturer of
collectible picture products and gum,
Signet Star Holdings, Inc., Republic
New York Securities Corporation and
Hirschl & Adler Galleries, Inc. Mr.
Nusbaum is a member of the Retention
Committee of the New York Partnership
as well as a director and member of
the Executive Committee of the New
York City Economic Development
Corporation. Mr. Nusbaum is also a
trustee of Blythedale Children's
Hospital, Prep for Prep, the Joseph
Collins Foundation and the Robert Steel
Foundation. Mr. Nusbaum is 53 years of
age.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SERVED AS
DIRECTOR OF
THE COMPANY BUSINESS EXPERIENCE
CONTINUOUSLY DURING PAST 5 YEARS,
NAME SINCE AGE AND OTHER INFORMATION
---- ------------ -------------------------------------------
<C> <C> <S>
Directors to Continue
in Office Until 1996
Philip J. Ablove (3). 1991 Restructuring consultant since July
1992. Mr. Ablove was President and Chief
Executive Officer of the Company from
January 1991 to July 1992, and a consultant
to the Company from October 1990 to January
1991. He has been a Director since January
1991. He has served as an officer and
director specializing in restructuring
financially distressed companies since
1983. He was a Director of Ironstone Group,
Inc. from June 1988 until June 1990,
Executive Vice President and Chief
Financial Officer from September 1988 until
February 1989 and President and Chief
Operating Officer from February 1989 until
June 1990. Ironstone Group, a publicly held
holding company with interests in wholesale
plumbing distribution and oil and gas
exploration and production, filed a chapter
11 petition in January 1991 for
reorganization under Federal bankruptcy
law. Mr. Ablove was Chairman of the Board
of American National Petroleum Company, a
subsidiary of the Ironstone Group, from
December 1989 until June 1990 and Executive
Vice President and a Director of Iron-Oak
Supply Corporation from July 1988 until
June 1990. Iron-Oak Supply Corporation
filed a bankruptcy petition in January
1991. Until June 1988, Mr. Ablove had been
Senior Vice President and Chief Financial
Officer (from April 1986) and a Director
(from March 1986) of GCA Corporation, a
company that manufactures and distributes
semiconductor manufacturing equipment. Mr.
Ablove is 53 years of age.
George H. Conrades... 1988 President and CEO of Bolt Beranek and
Newman Inc., a company engaged in packet
switching data communications products and
services, since January 1994. Mr. Conrades
was Chairman of Conrades/Reilly Associates,
Inc., a software and services firm, from
August 1992 to January 1994. He joined
International Business Machines Corporation
in 1961 and served as an officer from 1978
until his retirement in March 1992, at
which time he was a Senior Vice President.
Mr Conrades is Chairman of the Board of
Trustees of Ohio Wesleyan University and a
director of Bolt Beranek and Newman Inc.,
LightStream Corporation and Westinghouse
Corporation. Mr. Conrades is 55 years of
age.
Andrew M. Bursky (1). 1994 Managing Director of Interlaken Capital,
Inc., a private investment and consulting
firm, since May 1980. Mr. Bursky has been
Chairman of the Board of Strategic
Distribution, Inc., a publicly traded (OTC)
distributor of maintenance and safety
products to industry, since July 1988. Mr.
Bursky is an executive officer of Idle Wild
Farm, Inc., a privately owned manufacturer
of frozen food, which, in October 1993,
while he was an executive officer, filed a
chapter 11 petition for reorganization
under Federal bankruptcy law. Mr. Bursky is
37 years of age.
</TABLE>
- --------
(1) Member of Executive Committee.
(2) Member of Compensation and Stock Option Committee.
(3) Member of Audit Committee.
It is the intention of the persons named on the enclosed form of proxy to
vote "FOR" the election of the nominee for director named above.
4
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company met four times during 1993. Each of the
persons serving as a Director in 1993 attended at least 75% of the total number
of meetings of the Board and meetings of the Committees of which the Director
was a member. The Board has three standing committees: the Executive Committee,
the Compensation and Stock Option Committee and the Audit Committee. The Board
of Directors does not have a Nominating Committee and the usual functions of
such a committee are performed by the entire Board of Directors.
The Executive Committee, composed of Messrs. Berkley and Bursky, is
authorized to act on behalf of the Board during periods between Board meetings.
The Committee did not meet during 1993.
The Compensation and Stock Option Committee, composed of Messrs. Berkley and
Nusbaum, establishes the level of compensation to be paid to the Officers of
the Company and administers the Stock Option Plan. The Committee met once
during 1993 at a meeting attended by Messrs. Berkley and Nusbaum.
The Audit Committee, composed in 1993 of Messrs. Ablove and Donahue, advises
the Board as to the selection of the Company's independent public accountants,
monitors their performance, reviews all reports submitted by them and consults
with them with regard to the adequacy of internal controls. The Committee met
once during 1993 at a meeting attended by Messrs. Donahue and Ablove.
COMPENSATION OF DIRECTORS
In 1992, the Board of Directors established a policy under which each
Director receives an annual retainer of $4,000 and a fee of $500 for each
meeting attended. Pursuant to the Company's 1993 Non-Employee Director Stock
Plan, the Company granted each non-employee Director 10,667 shares of Common
Stock in payment of the 1993 annual retainer. The Company currently intends to
pay the 1994 annual retainer to such Directors in Common Stock.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 1, 1994 those persons known by
the Company to be the beneficial owners of more than 5% of the Common Stock:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
TITLE OF NAME AND ADDRESS OF BENEFICIAL PERCENT
CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
-------- ------------------- ----------------- --------
<C> <S> <C> <C>
Class A William R. Berkley(1)................ 8,044,416 53.4
Common Stock c/o GEV Corporation
191 Mason Street
Greenwich, CT 06830
Donald J. Donahue.................... 827,666 5.5
99 Indian Field Road
Greenwich, CT 06830
<CAPTION>
AMOUNT AND NATURE
TITLE OF NAME AND ADDRESS OF BENEFICIAL PERCENT
CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
-------- ------------------- ----------------- --------
<C> <S> <C> <C>
Class B Chemical Bank, Barnett Bank of South
Common Stock Florida, N.A. and The Chase 3,077,419 100
Manhattan Bank(2)...................
c/o Chemical Bank
Special Loan Group
270 Park Avenue
48th Floor
New York, NY 10017
</TABLE>
- --------
(1) Mr. Berkley's holdings represent 52.2% of the voting power of the Company's
outstanding capital stock.
(2) Information obtained from a Schedule 13G, dated July 21, 1992, filed with
the Securities and Exchange Commission by Chemical Bank ("Chemical"),
Barnett Bank of South Florida, N.A. ("Barnett") and The Chase Manhattan
Bank ("Chase"). The filing reported that (i) Chemical had acquired
2,305,676 shares of Class B Common Stock of which it was the beneficial
owner with sole voting and dispositive power, (ii) Barnett had acquired
456,621 shares of Class B Common Stock of which it was the beneficial
owner with sole voting and dispositive power and (iii) Chase had acquired
315,122 shares of Class B Common Stock of which it was the beneficial
owner with sole voting and dispositive power. The filing further stated
that while it had been made on a single basis under Rule
13d-1(b)(1)(ii)(H) of the Securities Exchange Act of 1934, the banks
disclaimed the existence of any group within the meaning of Exchange Act
Rule 13d-5(b)(1). The holdings of Chemical, Barnett and Chase represent
1.5%, .3% and .2%, respectively, of the voting power of the Company's
outstanding capital stock. The holdings of Chemical, Barnett and Chase
represent 16.9% of the number of shares of Common Stock outstanding.
The following table sets forth as of April 1, 1994 information regarding
ownership by all officers and Directors of the Company, as a group, and each
Director and officer individually, of the Common Stock. Except as described in
the footnotes below, all amounts reflected in the table represent shares the
beneficial owners of which have sole voting and investment power.
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE
TITLE OF BENEFICIAL OF BENEFICIAL PERCENT
CLASS OWNER OWNERSHIP OF CLASS
-------- ---------- ----------------- --------
<C> <S> <C> <C>
Class A Philip J. Ablove................ 12,666 *
Common William R. Berkley(1)........... 8,044,416 53.4
Stock Andrew M. Bursky................ 673,500 4.5
George H. Conrades.............. 410,666 2.7
Donald J. Donahue............... 827,666 5.5
Jack H. Nusbaum................. 11,666 *
Nelson A. Barber................ 33,000 *
All Officers and Directors as a
group (7)....................... 10,013,580 66.4
</TABLE>
- --------
* less than 1%
(1) Mr. Berkley's holdings represent 52.2% of the voting power of the
Company's outstanding capital stock.
The Company knows of no current arrangements, including any pledge by any
persons of securities of the Company, the operation of which may at a
subsequent date result in a change of control of the Company.
6
<PAGE>
EXECUTIVE COMPENSATION
The table below sets forth all compensation paid by the Company for services
in all capacities for the three fiscal years ended December 31, 1993 to William
R. Berkley, Chairman of the Board of the Company, who receives no compensation
for acting in a capacity similar to that of a chief executive officer and
Nelson Barber, Vice President, Chief Financial Officer and Treasurer of the
Company, who was compensated for his services through October 31, 1993. (In
November 1993, Mr. Barber became Vice President--Controller/Treasurer of Fine
Host Corporation, a privately held company of which Mr. Berkley is Chairman and
majority stockholder.) Mr. Barber currently receives no compensation for the
services rendered as Vice President--Chief Financial Officer and Treasurer of
the Company. Mr. Barber is the only executive officer of the Company.
<TABLE>
<CAPTION>
NAME AND ANNUAL
PRINCIPAL POSITION COMPENSATION
------------------ ------------ ALL OTHER
YEAR SALARY COMPENSATION
---- ------------ ------------
<S> <C> <C> <C>
William R. Berkley........................... 1993 $ 2,000* $4,000**
Chairman of the Board 1992 8,000***
1991 16,000***
Nelson A. Barber............................. 1993 83,333*****
Vice President-- 1992 100,000
Chief Financial 1991 98,500
Officer and Treasurer****
</TABLE>
- --------
* Director's meeting fees.
** Mr. Berkley is not an officer of the Company. He received a grant of
10,666 shares of restricted Common Stock which was valued at $4,000 in
payment of his 1993 annual director's retainer pursuant to the 1993 Non-
Employee Director Stock Plan.
*** Director's compensation only, which includes an annual retainer and
meeting fees.
**** Mr. Barber was named Vice President--Chief Financial Officer and
Treasurer of the Company in June 1992. From January 1990 through May 1992,
Mr. Barber was Corporate Controller of the Company.
***** Mr. Barber was only compensated through October 31, 1993.
EXECUTIVE OFFICER OF THE COMPANY
Mr. Barber, the only executive officer of the Company during 1993, has been
employed by the Company since June 1989. Mr. Barber was named Vice President--
Chief Financial Officer and Treasurer of the Company in June 1992. Since
November 1993, Mr. Barber has also served as Vice President,
Controller/Treasurer of Fine Host Corporation. From January 1990 through May
1992, Mr. Barber was Corporate Controller of the Company. Mr. Barber was
Director of Corporate and International Accounting at Combustion Engineering
from May 1987 to June 1989. Mr. Barber is 39 years of age.
7
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The graph set forth below compares the cumulative total shareholder return on
the Company's Common Stock for the period commencing December 31, 1988 and
ending December 31, 1993 to the cumulative total return on the Standard &
Poor's 500 Stock Index and a peer group (consisting of Dean Foods Co., Fleming
Companies Inc., Supervalu Inc. and Wetterau Inc. (which was acquired by
Supervalu Inc. in October 1992)) consisting of those public companies whose
business activities (wholesale food and dairy distribution) were similar to
those of the Company from December 31, 1988 through December 31, 1992. For the
period beginning on July 9, 1992, the graph relates to the Class A Common
Stock, and the earlier period of the graph relates to the Company's Common
Stock as it existed prior to that date. Dates are for fiscal years ending on
December 31 in each of the years indicated. Since July 9, 1992, the date when
the Reorganization Plan became effective and the Company emerged from
bankruptcy proceedings, the Company believes that its historical peer group may
no longer be relevant because, as a result of the Reorganization Plan, its
operating subsidiaries have an independent board of directors and, during the
term of certain agreements, management of the operating companies is vested in
such independent board of directors. Management of the operating companies will
revert to the Company upon certain conditions, including the payment by the
operating subsidiaries of certain debt, at which time the peer group would be
relevant. The Company is not an obligor or guarantor of the debt of the
operating subsidiaries. This graph assumes a $100 investment in the Company's
Common Stock and in each index on December 31, 1988, and that all dividends
paid by companies included in each index and by the Company were reinvested.
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG GEV CORPORATION, S&P 500 INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION> S&P Peer
Measurement period GEV 500 Group
(Fiscal year Covered) Corporation Index Index
- --------------------- ----------- -------- --------
<S> <C> <C> <C>
Measurement PT -
12/88 $ 100 $ 100 $ 100
FYE 12/89 $ 105.85 $ 131.69 $ 112.83
FYE 12/90 $ 18.15 $ 127.6 $ 113.99
FYE 12/91 $ 2.65 $ 166.47 $ 123.93
FYE 12/92 $ 3.02 $ 179.15 $ 130.1
FYE 12/93 $ 3.78 $ 197.21 $ 142.36
</TABLE>
8
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee (the "Compensation Committee")
determines the compensation of the Company's Vice President--Chief Financial
Officer and Treasurer, the only executive officer of the Company who was
compensated for his services. The only element of his compensation was salary.
While the Company was subject to the jurisdiction of the U.S. Bankruptcy Court,
all salaries of officers were established by the Court and such salary levels
were not changed through October 31, 1993. The Compensation Committee
maintained the compensation of the Company's Vice President--Chief Financial
Officer and Treasurer at the same level he was paid during 1992 because his
duties and performance remained the same and the Company's performance remained
the same. The Compensation Committee was satisfied that the Bankruptcy Court's
analysis of the proper salary level remained applicable. As of November 1,
1993, Mr. Barber no longer receives any compensation from the Company although
he continues to serve as the Company's Vice President--Chief Financial Officer
and Treasurer. This change recognizes the diminution in Mr. Barber's post-
reorganization responsibilities and that the Company does not have any
operations.
William R. Berkley
Jack H. Nusbaum
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
William R. Berkley, a member of the Compensation Committee, is the Chairman
of the Board of Directors of the Company and owns approximately 53.4% of the
Class A Common Stock (representing 52.2% of the voting power of the Company's
outstanding capital stock). Jack H. Nusbaum, a member of the Compensation
Committee, is a Senior Partner and Co-Chairman in the law firm of Willkie Farr
& Gallagher, which regularly acts as counsel to the Company.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
During 1990, the Company's Southeast Frozen Foods, Inc. subsidiary
("Southeast") borrowed an aggregate of $5,000,000 on an unsecured demand note
basis from a private investment limited partnership in which companies
affiliated with Mr. Berkley are all of the limited partners. No principal
payments have been made on the note. The loans, which bear interest at an
annual rate equal to the prime rate plus 1%, remain outstanding and the
partnership is an unsecured creditor of the bankruptcy estate of Southeast (now
renamed SEFCO Holdings, Inc.). Mr. Berkley's indirect interest in the loans is
less than 10% of the aggregate principal amount thereof. The loans represent an
allowed unsecured claim subject to the same treatment as all other similarly
situated unaffiliated unsecured claims of the bankruptcy estate of Southeast.
During 1991, the Company borrowed funds on an unsecured basis on several
occasions from Mr. Berkley for working capital purposes at times when it had
reached the borrowing limit under its bank credit agreement. Each such loan was
permitted indebtedness under the credit agreement, bore interest at an annual
rate of the prime rate plus 1% and was repaid as soon as funds were available.
On February 1 and February 4, 1991, Mr. Berkley loaned an aggregate of
$4,200,000 to the Company for working capital purposes. No principal payments
have been made on this loan. The loan represents an allowed unsecured claim
subject to the same treatment as all other similarly situated unaffiliated
unsecured claims of the bankruptcy estate of the Company.
On February 18, 1994, the Company circulated a Private Placement Memorandum
offering a minimum of 4,000,000 shares and up to a maximum of 8,000,000 shares
of Class A Common Stock. The shares were offered only to accredited investors,
as defined in the rules of the Securities Act of 1933, as amended, at a price
per share of $.25. The offering terminated on February 28, 1994. A minimum
purchase of 15,000 shares was required. The Company sold 4,410,000 shares to
certain investors, including five of its Directors and
9
<PAGE>
officers, through the private placement for approximately $1,000,000 in net
proceeds. In the private placement, Messrs. Berkley, Bursky, Donahue, Conrades
and Barber beneficially purchased 2,600,000 shares, 400,000 shares, 700,000
shares, 400,000 shares and 30,000 shares, respectively.
Jack H. Nusbaum, a Director of the Company, is a Senior Partner and Co-
Chairman in the law firm of Willkie Farr & Gallagher, which regularly acts as
counsel to the Company.
Each transaction involving officers of the Company, its controlling persons
or affiliates was authorized at the time of the transaction or subsequently
ratified by a majority of the Company's disinterested Directors. In the future,
the Company will not enter into any transactions with affiliated parties unless
a majority of the disinterested and independent Directors determine that the
terms of such transactions will be at least as favorable to the Company as if
made with non-affiliated parties.
APPOINTMENT OF INDEPENDENT AUDITORS
Deloitte & Touche has been appointed by the Board of Directors as independent
certified public accountants to audit the financial statements of the Company
for the fiscal year ending December 31, 1994. The Board of Directors is
submitting this matter to a vote of stockholders in order to ascertain their
views. If the appointment of Deloitte & Touche is not ratified at the Annual
Meeting, the Board of Directors will reconsider its action and will appoint
auditors for the 1994 fiscal year without further stockholder action. Further,
even if the appointment of auditors is ratified by stockholder action, the
Board of Directors may at any time in the future in its discretion reconsider
the appointment of auditors without submitting the matter to a vote of
stockholders.
It is expected that representatives of Deloitte & Touche will attend the
Annual Meeting, will have the opportunity to make a statement if they desire to
do so and will be available to respond to appropriate stockholder questions.
It is the intention of the persons named on the enclosed form of proxy to
vote "FOR" ratification of the selection of Deloitte & Touche unless otherwise
directed.
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
It is anticipated that the next Annual Meeting of Stockholders after the one
scheduled for May 23, 1994 will be held on or about May 20, 1995. All
stockholder proposals relating to a proper subject for action at the 1995
Annual Meeting to be included in the Company's Proxy Statement and form of
proxy relating to that meeting must be received by the Company for its
consideration at its principal executive offices no later than December 30,
1994, all in accordance with the provisions of Rule 14a-8 promulgated under the
Securities Exchange Act of 1934. Any such proposal should be submitted by
certified mail, return receipt requested.
By Order of the Board of Directors,
/s/ William R. Berkley
-------------------------------------
WILLIAM R. BERKLEY
Chairman of the
Board
10
<PAGE>
PROXY
GEV CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GEV CORPORATION
IN CONNECTION WITH ITS ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23,
1994.
The undersigned hereby appoints Andrew M. Bursky and William R. Berkley, and
each of these, proxies with several powers of substitution to vote for the
undersigned at the Annual Meeting of Stockholders of GEV CORPORATION to be
held on Monday, May 23, 1994, or any adjournment or postponement thereof, upon
the matters below as described in the notices of meeting and accompanying
proxy statement, according to the number of votes and as fully as the
undersigned would be entitled to vote if personally present hereby revoking
any prior proxy or proxies. If more than one of the above named proxies shall
be present in person or by substitute, a majority of the proxies so present
and voting shall have and may exercise all the powers hereby granted.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE PLEASE SIGN ON THE REVERSE SIDE
AND RETURN PROMPTLY
<PAGE>
Please mark
[X] your votes
like this
-----------
COMMON
(1) To elect one Director to hold office for a term of three years until the
Annual Meeting of Stockholders in 1997 and until his successor is duly
chosen:
William R. Berkley.
FOR the WITHHOLD
nominee AUTHORITY
(except as to vote for
indicated to the the nominee
contrary)
[_] [_]
(2) To ratify the appointment of Deloitte & Touche as independent certified
public accountants for the Company for the fiscal year ending December 31,
1994.
FOR AGAINST ABSTAIN
[_] [_] [_]
(3) To consider and act upon any other matters which may properly come before
the meeting or any adjournment thereof.
[_] [_] [_]
Please SIGN exactly as name(s) appear on
your stock certificates. For joint
accounts, all co-owners should sign. Those
signing as attorney, administrator,
trustee, executor, guardian or corporate
executor, please give your full title as
such.
Dated _______________________________, 1994
Signature _________________________________
Signature if held jointly _________________
PLEASE MARK, SIGN, DATE AND MAIL THIS
PROXY IN THE ENVELOPE PROVIDED.
