W W CAPITAL CORPORATION
11990 Grant Street
Suite 400
Northglenn, Colorado 80233
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 24, 1997
The Annual Meeting of the Stockholders of W W Capital Corporation (the
"Company") will be held at the corporate offices, 11990 Grant Street, Suite 202,
Northglenn, Colorado, on the 24th day of January 1997, at 10:00 o'clock A.M.,
local time, for the purpose of considering and acting upon the following
matters:
1. To elect five directors to hold office for the ensuing year and until
their successors are elected and qualified;
2. To approve Miller and McCollom as auditors for the Company for the
ensuing year; and
3. To transact such other business as may properly come before the meeting
or any adjournment.
The Company's annual report for the year ended June 30, 1996 will have been
mailed to all stockholders of record at the close of business on December 10,
1996.
The stock transfer books of the Company will not be closed, but only
stockholders of record at the close of business on December 10, 1996 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Mickey J. Winfrey, Secretary
Northglenn, Colorado
December 10, 1996
You are cordially invited to come early so that you may meet informally
with management and Board nominees. The meeting room will be open from 9:00
o'clock A.M. until the meeting time at 10:00 o'clock A.M.
IMPORTANT
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE AND MAIL THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES. IT IS IMPORTANT THAT THE PROXY BE RETURNED REGARDLESS OF THE
NUMBER OF SHARES OWNED.
<PAGE>
W W CAPITAL CORPORATION
11990 Grant Street
Suite 400
Northglenn, Colorado 80233
The approximate mailing date of this Proxy Statement
is December 13, 1996
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
JANUARY 24, 1997
The accompanying proxy is furnished by W W Capital Corporation (the
"Company") in connection with the solicitation by the Board of Directors and may
be revoked by the stockholder at any time before it is voted by giving a written
notice to the Secretary of the Company, by executing and delivering a proxy with
a later date, or by personal withdrawal of the proxy prior to or at the meeting.
The expense of this solicitation is to be borne by the Company and the Company
will reimburse persons holding stock in their names or in the names of their
nominees, for their expenses in sending proxies and proxy materials to their
principals.
The Company had issued and outstanding 5,540,661 shares of common stock,
par value $0.01 per share, as of December 10, 1996, the date the stockholders of
record entitled to vote at the meeting was determined (the "Record Date"). Each
share of common stock entitles the holder thereof to one vote per share on all
matters acted upon at the Annual Meeting. Neither the Articles of Incorporation
nor the Bylaws of the Company provide for cumulative voting.
<PAGE>
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth as of December 10, 1996, the ownership of
the Company's common stock by each director of the Company, by each person who
is known by the Company to be the beneficial owner of more than 5% of the
Company's common stock, and by the officers and directors of the Company as a
group:
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of Class
Beneficial Owner(1 Beneficial Ownership(2) of Common Stock
- ------------------ ---------------------- -------------
<S> <C> <C>
Steve D. Zamzow ........................... 117,103(3) 1.99%
4112 Sherman Court
Ft. Collins, CO 80525
Millard T. Webster ........................ 271,469(4) 4.60%
2321 Hart Avenue
Dodge City, KS 67801
Thomas W. Hemphill ........................ 100,500(5) 1.87%
615 30th West
Eugene, OR 97405
David L. Patton ........................... 986,986(6) 16.70%
1003 Central
Dodge City, KS 67801
Edward J. Wade ............................ 221,684(7) 3.75%
10918 East 13th Street
Wichita, KS 67206
James H. Alexander ........................ * *
762 Owl Court
Louisville, CO 80027
Glenn A. Mull ............................. 207,300 3.52%
Route 1
Pawnee Rock, KS 67567
All officers and directors ................ 1,983,518(8) 33.60%
as a group (9 persons) (See
Footnotes 1 through 9)
Apex Realty Investments, Inc. ............. 328,241(9) 5.56%
c/o Nicholas L. Scheidt
PO Box 33724
Northglenn, CO 80233-0724
Jim D. Lawler ............................. 290,908 4.93%
R.R .......................................
Paxton, NE 69155
<FN>
(1) The business address of all officers and directors is 11990 Grant
Street, Suite 400, Northglenn, Colorado 80233.
(2) "Beneficial ownership" is deemed to include shares for which an
individual, directly or indirectly, has voting or investment power, or both, and
shares subject to options exercisable within 60 days of the date hereof.
(3) Includes 116,666 shares subject to incentive stock options which are
exercisable within sixty days of the date hereof.
(4) Includes 15,000 shares subject to incentive stock options which are
exercisable within sixty days of the date hereof.
(5) Includes 45,500 shares subject to non-qualified stock options which are
fully vested and exercisable.
(6) Includes 582,811 shares held in joint tenancy with Mr. Patton's wife,
900 shares held in a trust in which Mr. Patton has the right to vote and 37,500
shares subject to non- qualified stock options which are fully vested and
exercisable.
(7) Includes 30,000 shares subject to non-qualified stock options which are
fully vested and exercisable.
(8) Includes 281,016 shares subject to stock options which are fully vested
and exercisable.
(9) Includes 5,000 shares subject to non-qualified stock options which are
fully vested and exercisable.
</FN>
</TABLE>
ELECTION OF DIRECTORS
The Bylaws of the Company provide that members of the Board of Directors
shall be elected at the Annual Stockholders' Meeting. All directors of the
Company are elected for a term of one year and hold office until the next annual
meeting of the stockholders.
The following nominees of the Company for the Board of Directors are all
currently serving on the Board with terms expiring at the Annual Stockholders'
Meeting in 1996 and have been nominated for reelection to the Board to serve
until the Annual Stockholders' Meeting in 1997.
Year Became
Name Position(s) Age Director
- ---- ----------- --- --------
David L. Patton Chairman of the Board 65 1991
Steve D. Zamzow Director, President, and 48 1993
Chief Executive Officer
Millard T. Webster Director 47 1988
James H. Alexander Director 58 1996
Glenn A. Mull Director 45 1996 Nominee
DAVID L. PATTON age 65, was elected to the Board of Directors of the
Company in December 1991, and Chairman of the Board in December 1993. Mr. Patton
is a partner with the law firm of Patton, Kerbs & Hess in Dodge City, Kansas.
Mr. Patton was a founder of Titan Industries, Inc.,which is currently operated
as a wholly-owned subsidiary of the Company.
STEVE D. ZAMZOW age 48, joined the Company in 1991 and was elected as the
Company's Chief Financial Officer in June 1992, President and Chief Executive
Officer in December 1993 and elected as a Director in December 1993 by the
shareholders. From 1976 to 1991, Mr. Zamzow owned numerous companies and was a
financial consultant for various companies. Mr. Zamzow has been Vice President
for a steel company and has worked extensively in business workouts. From 1971
to 1974, Mr. Zamzow was employed by Peat, Marwick, Mitchell & Co. as an auditor.
Mr. Zamzow received his accounting degree from the University of Nebraska.
MILLARD T. WEBSTER age 47, became a Director of the Company in 1988 and has
been employed by the Company's subsidiary, W-W Manufacturing Co., Inc. since
1962. Mr. Webster has occupied the positions of piecework production foreman,
production manager, and Vice President and President of the Company's
subsidiary, W-W Manufacturing Co., Inc. Mr. Webster is currently a Vice
President for the Company's subsidiary, W-W Manufacturing Co., Inc. Mr. Webster
graduated from Evangel College, Springfield, Missouri in 1970 with a bachelor's
degree in business administration. Mr. Webster is the brother of Mickey J.
Winfrey, Executive Vice President-Administration, Secretary and Treasurer of the
Company.
JAMES H. ALEXANDER, age 58, was elected to the Board of Directors of the
Company in November 1996. Since 1992, Mr. Alexander has been a member of the
Board of Directors of Zykronix, Inc. and presently is the Chief Operating
Officer. Mr. Alexander is also an independent real estate broker for TDI
Property Brokers. From April 1992, to November 1992, Mr. Alexander was a member
of a management team of a venture capital firm which funded a satellite
communications company. Mr. Alexander is the founder of T.D.I., Inc., a
corporation engaged in consulting, fund raising, acquisitions and mergers of
hi-tech firms. Mr. Alexander has taken courses leading toward Bachelor of
Science Degree in Business Administration from Rollins College.
GLENN A MULL, age 45, has been nominated to become a Director of the
Company. Since 1983, Mr. Mull has been President of Mull Farms & Feeding, Inc. a
custom cattle feeding business that furnishes for slaughter over 60,000 head of
cattle per year. Dry land and irrigated farmland compliment the cattle feeding
operations. Mr. Mull is also President of Mid Kansas Agri Company, Inc., a
Kansas corporation that processes and distributes seed, provides terminal grain
storage and contracts its management and consulting services. Mr. Mull received
his accounting degree in 1973 from Kansas State University.
The Company does not have a standing audit, compensation and nominating
committee.
The Board of Directors unanimously approved the above-named nominees for
director and recommends a vote "for" their election.
ATTENDANCE AT BOARD MEETINGS
During the fiscal year ended June 30, 1996, the Board of Directors held
four meetings of which all directors attended at least 75% of the Board
meetings.
EXECUTIVE OFFICERS
The officers of the Company are elected at the Board of Directors' annual
organizational meeting immediately following the Annual Stockholders' Meeting.
Such officers hold office until their successors are chosen and qualified or
until their death, resignation or removal. The current officers of the Company
are as follows:
Name Position(s) Age Year Became Officer
Steve D. Zamzow President, Chief 48 1992
Executive Officer and
Director
Mickey J. Winfrey Vice President- 41 1988
Administration,
Secretary and
Treasurer
Robert W. Claar Chief Financial 43 1994
Officer
STEVE D. ZAMZOW joined the Company in 1991 and was elected as the Company's
Chief Financial Officer in June 1992, President and Chief Executive Officer in
December 1993 and elected as a Director in December 1993 by the shareholders.
From 1976 to 1991, Mr. Zamzow owned numerous companies and was a financial
consultant for various companies. Mr. Zamzow has been Vice President for a steel
company and has worked extensively in business workouts. From 1971 to 1974, Mr.
Zamzow was employed by Peat, Marwick, Mitchell & Co. as an auditor. Mr. Zamzow
received his accounting degree from the University of Nebraska.
MICKEY J. WINFREY became Vice President-Administration, Secretary and
Treasurer of the Company in 1988. Ms. Winfrey had been employed by the Company's
subsidiary, W-W Manufacturing Co., Inc., from 1973 to 1990, where she has held
positions as secretary/receptionist, payroll clerk, head of personnel and office
manager. Ms. Winfrey is the sister of Millard T. Webster, a director of the
Company.
ROBERT W. CLAAR joined the Company in June 1994 and was elected as the
Company's Chief Financial Officer. Mr. Claar graduated from the University of
Nebraska and has spent sixteen years in public accounting and was an audit
partner for eight of those years. Mr. Claar has had extensive SEC reporting
experience, as well as experience in serving manufacturing and distribution
clients. Prior to entering public accounting, Mr. Claar owned and operated his
own business in Central Nebraska.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid or accrued during
the fiscal year ended June 30, 1994, 1995 and 1996 to the Company's Chief
Executive Officer. No other executive officer received cash in excess of
$100,000
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
_____________________________________________________
Other
Annual All Other
Name and Principal Position Year Salary Bonus Compensation Compensation
- --------------------------- ---- ------ ----- ------------ -----------
<S> <C> <C> <C> <C> <C>
Steve D. Zamzow, ......... 1996 $119,166 $ 8,526 (b) $ -- $ 2,284 (a)
President, Chief Executive 1995 110,000 17,000 (b) -- 19,024 (a)
Officer and Director ..... 1994 81,766 -- -- --
<FN>
(a) Includes accrued vacation and compensated absences earned in prior years and
paid during June 30, 1995, and 1996 respectively.
(b) Bonus amount earned prior to 1994 and paid during subsequent years.
</FN>
</TABLE>
Option Grants in Fiscal Year 1996
During the fiscal year ended June 30, 1996, the Company did not grant stock
options to the executive officers.
Aggregated Option Exercises in Fical Year 1996
The following table sets forth for the executive officer named in the
Summary Compensation Table, information concerning each exercise of stock
options during the fiscal year ended June 30, 1996 and the value of the
unexercised stock options at June 30, 1996.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying Unex- In-the-Money
Shares ercised Options Options at
Acquired at June 30, 1995 June 30, 1995
on Value Exercisable/ Exercisable/
Name Exercise Realized (1) Unexercisable Unexercisable(1)
- ---- -------- ------------ ------------- ----------------
<S> <C> <C> <C> <C>
Steve D. Zamzow --- --- 116,666 (E) $ ---
President, Chief --- --- 33,335 (U) $ ---
Executive Officer
and Director
<FN>
(1) The option exercise price exceeded the fair market value of the
underlying common stock on June 30, 1995.
</FN>
</TABLE>
DIRECTORS' COMPENSATION
Members of the Board of Directors are reimbursed for all reasonable
expenses incurred in connection with their attendance at directors' and
committee meetings. Members of the Board of Directors, who are not employees of
the Company or its subsidiaries, receive $100 for each Board meeting attended.
Additionally, the Company grants automatic, non- discretionary stock options to
purchase up to 10,000 shares of common stock to each of its non-employee
directors annually. This amount is prorated based on the number of Board of
Director meetings each director attended in the previous fiscal year.
TRANSACTIONS WITH MANAGEMENT
On June 30, 1989, W-W Land & Cattle, a partnership owned by Millard T.
Webster, a director of the Company, Mickey J. Winfrey, an officer of the Company
and Terry L. Webster, a brother of Mr. Millard T. Webster and Ms. Winfrey,
executed a promissory note for the amount of $96,424 in favor of the Company's
subsidiary, W-W Manufacturing Co., Inc. Interest was payable annually at 9% per
annum and the principal was due on demand. On June 30, 1993, Ms. Winfrey
satisfied her obligations under this note by paying to the Company the amount of
$11,361. As of June 30, 1995, $23,028 remained payable under this note by
Millard T. Webster and Terry L. Webster.
The Company currently leases its manufacturing facility in Dodge City,
Kansas from Murle F. Webster, father of Millard T. Webster and Mickey J.
Winfrey. This lease requires a monthly rental payment of $5,000. This lease
expired on December 31, 1994, however, it has continued on a month to month
basis. During the fiscal year ended June 30, 1995, $60,000 was paid by the
Company under the lease.
Millard T. Webster, a director of the Company, Mickey J. Winfrey, an
officer of the Company, and Terry L. Webster, have each executed a promissory
note in favor of the Company for the amount of $58,333. Each note bears interest
at 9% per annum, are payable in monthly installments of $767 and are due to be
paid in full by September 30, 1997. Murle F. Webster, lessor of the Company's
manufacturing facility, has executed an assignment of monthly rent back to the
Company under each of these notes.
On October 26, 1992, the Company, through its wholly-owned subsidiaries,
W-W Manufacturing Co., Inc. ("W-W Manufacturing"), and Eagle Enterprises, Inc.
("Eagle"), entered into an exclusive two year initial term sales and marketing
agreement with Agri-Sales Associates, Inc. ("Agri-Sales") to market the
Company's products throughout the United States. Jerry R. Bellar, a 4.1%
stockholder of the Company, is President and a majority stockholder of
Agri-Sales. In conjunction with the cancellation of the agreements, the
Companies owed Agri-Sales approximately $164,863 which was increased to $180,000
under a proposed settlement of a lawsuit between the Company and Agri-Sales (see
"Legal Proceeding" for additional information).
On October 26, 1993, the Company acquired all of the outstanding stock of
Eagle in exchange for 325,000 shares of its common stock. Eagle was owned by
Jerry R. Bellar, who is now a 4.1% stockholder of the Company. As a result of
the acquisition of Eagle, the Company acquired a note payable to Mr. Bellar. On
January 24, 1994, Eagle agreed to become a co-borrower with Mr. Bellar. Said
note was used to refinance Eagle's note payable to him in the amount of
$119,847. This note was paid in-full in January 1996.
At June 30, 1996, the Company has a receivable form Agri-Sales and/or Jerry
Bellar in the amount of $132,221. This balance represents accounts due to the
Company relating to the March Group, Inc. law suit and Liberty Metal
Fabrication, Limited lawsuit (see "Legal Proceeding" for additional
information).
LEGAL PROCEEDINGS
In April, 1994, W-W Manufacturing and Eagle sent written notice to
Agri-Sales that the Companies will not renew their sales and marketing agency
agreement with Agri-Sales when the two year initial contract term expired on
October 26, 1994. Agri-Sales informed the Company that under the contract, W-W
Manufacturing and Eagle can not terminate the sales and marketing agreement
until May 26, 1995. On October 5, 1994, the Company filed a lawsuit in the
Sixteenth Judicial District, Ford County, Kansas, asking the Court for
declaratory judgement and a preliminary injunction against Agri-Sales to resolve
the issue. On October 10, 1994, Agri-Sales filed an answer and made application
for a temporary injunction against the Company. On October 20, 1994, the
District Judge denied Agri-Sales application for a temporary injunction against
the Company. Additionally, Agri-Sales has filed a counter claim for relief
estimating damages of $500,000 to $600,000 for the commissions Agri-Sales would
have earned for the period October 26, 1994 to April 26, 1995, (the date
Agri-Sales contends that the contract will expire) and actual damages of
$475,206. Management is confident the court will decide that the contracts did
expire on October 26, 1994 and the actual amounts due Agri-Sales based upon the
Company's calculation, which had been recorded in the accompanying financial
statements, are substantially less than the amounts claimed. This case is in
discovery and the Company's legal counsel is unable to express an opinion on the
outcome of this case. The Company has been negotiating with Agri-Sales to settle
this law suit. The Company has offered to pay $180,000, with $30,000 due upon
final judgment of the March Group, Inc. law suit discussed below, with the
remaining balance payable in semi annual payment of $25,000 until paid in-full,
with zero interest.
On December 22, 1992, The March Group, Inc. (The March Group) filed a
lawsuit against Eagle and its former shareholders, Jerry R. Bellar (Bellar) and
James Buford (Buford). The March Group alleges that Eagle, Bellar and Buford
breached a listing contract to sell Eagle and has requested damages of $169,596
(Count I). The March Group has also sued the Company for breach of a separate
agreement which the Company had made with The March Group promising to direct
all inquiries it had regarding the purchase of Eagle through The March Group and
is seeking damages of $169,596 (Count II). Additionally, The March Group is
requesting damages against Eagle, Bellar and the Company under a specific
Tennessee statute which would allow The March Group three times its proven
actual damages of $508,788 (Count III).
On May 6, 1994, the Chancery Court, for the State of Tennessee, entered an
order requiring Eagle to pay the March Group $169,596 under Count I and ruled in
favor of defendants on Counts II and III. On June 7, 1995 the court of appeals
reversed the decision that Eagle had to pay $169,596. The case (Count I) has
been remanded back to trial court for trial. The court of appeals affirmed the
decision of the trail court on Count II and III in favor of the Company. After
the Court of Appeals decision, Eagle filed an application for review to the
Tennessee Supreme Court asking it to reconsider the Court of Appeals decision
rejecting Eagle's claim that plaintiff violated the Tennessee Real Estate Broker
Licensing Act, thus forfeiting any fee under the listing contract. Trial of the
remanded case to the trial court will not begin until such time as the Tennessee
Supreme Court has decided whether to grant Eagle's application for review. To
date, the Tennessee Supreme Court has not issued its decision.
At the closing of the sale of Eagle, the Company agreed to pay $50,000 of
the projected fee due the March Group under its listing agreement, which is
recorded in the financial statements. Under the terms of the Eagle sale
agreement, Bellar agreed to indemnify the Company for undisclosed liabilities
after applying a $10,000 deductible. Bellar has acknowledged that his
indemnification obligations require him to pay Eagle for all damages in excess
of $50,000 awarded to the March Group under Count I. The remaining amount due
the March Group ($119,596) and the receivable from Bellar have not been recorded
on the financial statements.
At the time Eagle was purchased, Eagle was a defendant in a lawsuit filed
by Liberty Metal Fabrications, Limited (Liberty Metals) in the State of
Kentucky. The claims against Eagle relate prior to the acquisition of Eagle
(October 26, 1992) by the Company. Liberty Metals was claiming approximately
$91,000 from Eagle. The Company settled the claim by paying $18,000 and
returning certain equipment to Liberty Metals.
Additionally, it is Management's opinion that any amounts paid to Liberty
Metals, by Eagle, should be indemnified by Bellar. It was indicated during the
purchase of Eagle that Eagle's exposure in the Liberty Metals case was "at worst
a wash-out". Bellar denies that Liberty Metals is covered under the
indemnification agreement.
Daniel R. Beaton and Rocky Mountain Realty, Inc ("Beaton") has filed a law
suit in the District Court, County of Adams, State of Colorado against W W
Capital Corporation. Beaton is asserting a claim against the Company for a
claimed real estate commission in the amount of $87,218 plus interest and
attorney fees due from the Company's sale of certain real property located in
Grand County Colorado, pursuant to a listing agreement. The Company's position
is that the listing agreement was intended to exclude any buyer that was
referred to the Company through several listed individuals. The Company settled
this lawsuit by paying Beaton $3,500.
COMPLIANCE WITH 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of the registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than 10% stockholders are required by the Securities and
Exchange Commission regulations to furnish the Company with copies of all forms
they file pursuant to Section 16(a).
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Form 5's were required, the Company
believes that, during the fiscal year ended June 30, 1996, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with exception of five reports covering
transactions made was filed late by Messr. David L. Patton, a greater than 10%
stockholder of the Company.
ELECTION OF AUDITORS
The stockholders are being asked to elect Miller and McCollom, Independent
Certified Public Accountants, as auditors for the Company for the fiscal year
ending June 30, 1997.
The audit for the Company for the year ended June 30, 1996, was conducted
by Miller and McCollom. A representative of such firm is expected to be present
at the Annual Meeting of Shareholders' to answer appropriate questions, but does
not intend to make a statement.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE
"FOR" THE ELECTION OF MILLER AND MCCOLLOM AS AUDITORS FOR THE
1997 FISCAL YEAR.
VOTE REQUIRED
The five nominees for election as directors at the Annual Meeting of
Stockholders who receive the greatest number of votes cast for the election of
directors at that meeting by the holders of the Company's common stock will
become directors at the conclusion of the tabulation of votes. An affirmative
vote of the holders of a majority of the Company's common stock is necessary to
elect Miller and McCollom as auditors for the Company.
Under Nevada Law and the Company's Articles of Incorporation and By-laws,
the aggregate number of votes entitled to be cast by all stockholders present in
person or represented by proxy at the meeting, whether those stockholders vote
"for," "against" or abstain from voting, will be counted for purposes of
determining the minimum number of affirmative votes required for approval of the
second and third proposals, and the total number of votes cast "for" any of
these matters will be counted for purposes of determining whether sufficient
affirmative votes have been cast. An abstention from voting on a matter by a
stockholder present in person or represented by proxy at the meeting has the
same legal effect as a vote "against" the matter, even though the stockholder or
interested parties analyzing the results of the voting may interpret such a vote
differently.
MANNER IN WHICH PROXIES
WILL BE VOTED
The Company proposes to vote management proxies and all unmarked proxies
for approval of the election of each of the five nominees to the Board for the
terms set forth in this Proxy Statement. In the event that any nominee is not
available to serve as a director at the time of the election, which the Company
has no reason to anticipate, proxies may be voted for such substitute nominee as
the Company may propose.
The Company further proposes to vote the proxies for the election of Miller
and McCollom, as auditors for the ensuing fiscal year.
The Board knows of no other matter to be presented at the meeting, However,
if any other matter properly comes before the meeting, the persons named in the
proxy form enclosed will vote in accordance with their judgment upon such
matters. Stockholders who do not expect to attend in person are urged to execute
and return the enclosed form of proxy. Moreover, it is important that the
proxies be returned promptly.
PROPOSAL OF STOCKHOLDERS
Proposals of stockholders to be presented at the at the Company's 1997
annual meeting must be received by the Company's Secretary at the Company's
executive office no later than 5:00 p.m. July 12, 1997 for inclusion in next
year's Proxy Statement.
By Order of the Board of Directors
Mickey J. Winfrey, Secretary
Northglenn, Colorado
December 10, 1996
<PAGE>
WW CAPITAL CORPORATION
11990 Grant Street, Suite 400, Northglenn, CO 80233
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David L. Patton, Steve D. Zamzow and Mickey
J. Winfrey as Proxies, each with the power to appoint his/her substitute, and
hereby authorizes them to represent and to vote, as designated below, all shares
of common stock of WW Capital Corporation, as held of record by the undersigned
on December 10, 1996, at the annual meeting of stockholders to be held on
January 24, 1997, or any adjournment thereof.
1. ELECTION OF DIRECTORS
___ FOR all nominees listed below (except as marked to the contrary below)
___ WITHHOLD AUTHORITY to vote for all nominees listed below
David L. Patton Steve D. Zamzow Millard T. Webster
James H. Alexander Glenn A. Mull
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
_____________________________________________________________________________
2. PROPOSAL to elect Miller and McCollom as the independent Certified
Public Accountants of the corporation.
___ FOR ___ AGAINST ___ ABSTAIN
(Continued on reverse side)
<PAGE>
(Continued from other side)
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS I & 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Date: ___________________________ , 199_______
_______________________________________________
Signature
_______________________________________________
Signature if held jointly
If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Please mark, sign, date and return this proxy promptly by using the
enclosed envelope.
<PAGE>
