<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
/ / 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 Section 240.14a-11(c) or Section
240.14a-12
WRP CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Robert C. Carter
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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:
------------------------------------------------------------------------
<PAGE>
WRP CORPORATION
500 PARK BOULEVARD, SUITE 1260
ITASCA, ILLINOIS 60143
October 26, 1998
Dear Shareholder:
It is my pleasure to extend to you a cordial invitation to attend the Annual
Meeting of Shareholders of WRP Corporation on Friday, December 4, 1998. The
meeting will be at the Renaissance Chicago Hotel, One West Wacker Drive,
Chicago, Illinois, 60601, in the Michigan Room (3rd Floor) at 9:00 a.m. Central
Standard Time. Refreshments begin at 8:00 a.m.
The Notice of Annual Meeting of Shareholders and the Proxy Statement
accompanying this letter describe the business we will consider at the meeting.
In particular, I would like to call to your attention the Class B nominees who
are standing for re-election to the Board. Mr. Robert J. Simmons, Mr. Don L.
Arnwine, and Mr. Boon Teck Yap have distinguished professional careers and bring
important and diverse experiences to the Board. We believe they make important
contributions as members of the Board.
Your vote is very important. I urge you to sign, date, and return the
enclosed proxy card in the envelope provided in order to be certain your shares
are represented at the meeting, even if you plan to attend the meeting in
person.
I look forward to seeing you at the meeting.
[SIGNATURE]
Edward J. Marteka
PRESIDENT
enclosures
<PAGE>
WRP CORPORATION
500 PARK BOULEVARD, SUITE 1260
ITASCA, ILLINOIS 60143
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------
To the Shareholders of WRP Corporation:
Notice is hereby given that the annual meeting of shareholders (the
"Meeting" or the "Annual Meeting") of WRP Corporation, a Maryland corporation
(the "Company"), will be convened at the Renaissance Chicago Hotel, One West
Wacker Drive, Chicago, Illinois 60601, in the Michigan Room, on December 4,
1998, at 9:00 a.m. Central Standard Time (the "Meeting Date"). All holders of
Common Stock, par value $.01 per share, and Series A Convertible Common Stock,
par value $.01 per share of the Company (the "Shareholders") are entitled to
attend the Meeting. The Company is soliciting proxies, pursuant to the attached
Proxy Statement, for use at the Annual Meeting on the Meeting Date. The Company
expects that a quorum will be present on the Meeting Date and that the proposals
to be considered by the Shareholders will be:
(1) To elect six (6) Class A Directors and three (3) Class B Directors to
hold office until the next annual meeting of Shareholders or until their
respective successors are elected and qualified;
(2) To concur in the selection of Arthur Andersen LLP as the Company's
independent public accountants for the calendar year 1998; and
(3) To transact any other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
Only Shareholders of record at the close of business on October 22, 1998,
are entitled to receive notice of the Meeting and to vote at the Meeting or any
adjournment or postponement thereof (the "Eligible Holders"). A list of Eligible
Holders will be available for inspection at the Company's office for at least 10
days prior to the Meeting.
The Company's Annual Report on Form 10-K is being mailed concurrently with
this Notice and Proxy Statement to all Shareholders of record.
All Shareholders are cordially invited to attend the Annual Meeting. Those
who cannot attend are urged to sign, date and otherwise complete the enclosed
proxy and return it promptly in the envelope provided. Any Shareholder giving a
proxy has the right to revoke it at any time before it is voted.
By order of the Board of Directors:
[SIGNATURE]
Edward J. Marteka
PRESIDENT
Itasca, Illinois
October 26, 1998
<PAGE>
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS OF
WRP CORPORATION
DECEMBER 4, 1998
This proxy statement (the "Proxy Statement") is furnished to all holders of
record as of the close of business on October 22, 1998 of Common Stock, par
value $.01 per share (the "Common Stock"), and Series A Convertible Common
Stock, par value $.01 per share (the "Series A Common Stock") (the
"Shareholders") of WRP Corporation, a Maryland corporation (the "Company"), in
connection with the solicitation of proxies by and on behalf of the Company's
Board of Directors (the "Directors" or the "Board") to be voted at the annual
meeting of Shareholders (the "Meeting" or the "Annual Meeting"). The Annual
Meeting will be convened at the Renaissance Chicago Hotel, One West Wacker
Drive, Chicago, Illinois, on December 4, 1998, at 9:00 a.m. Central Standard
Time (the "Meeting Date"), or any adjournment or postponement thereof. This
Proxy Statement, and the enclosed form of proxy are first being mailed or
otherwise delivered to Shareholders on or about November 6, 1998. Shareholders
who wish to attend the Meeting should contact the Company at (630) 285-9191 so
that arrangements can be made.
The Company expects that a quorum will be present on the Meeting Date and
that the proposals to be considered by the Shareholders will be:
(1) To elect six (6) Class A Directors and three (3) Class B Directors to
hold office until the next annual meeting of Shareholders or until their
respective successors are elected and qualified;
(2) To concur in the selection of Arthur Andersen LLP as the Company's
independent public accountants for the year 1998; and
(3) To transact any other business as may properly come before the Meeting,
or any adjournment or postponement thereof.
THE PROXIES SOLICITED BY THE COMPANY PURSUANT TO THIS PROXY STATEMENT ARE
SOLICITED FOR USE AT THE MEETING WHEN CONVENED ON THE MEETING DATE AND ANY
SUBSEQUENT ADJOURNMENTS AND MAY NOT BE USED FOR ANY OTHER PURPOSE, INCLUDING THE
DETERMINATION OF WHETHER A QUORUM IS PRESENT, PRIOR TO THE MEETING DATE.
THEREFORE, IT IS ANTICIPATED THAT THE BUSINESS OF THE COMPANY TO BE CONSIDERED
AT THE MEETING, WITH RESPECT TO WHICH PROXIES ARE SOLICITED PURSUANT TO THIS
PROXY STATEMENT, WILL BE ADDRESSED ON THE MEETING DATE.
The shares of Common Stock and/or the Series A Common Stock (the "Shares")
represented by properly executed proxies in the accompanying form received by
the Board of Directors prior to the Meeting Date will be voted at the Meeting.
The Shares not represented by properly executed proxies will not be voted. Where
a Shareholder specifies a choice in a proxy with respect to any matter to be
acted upon, the Shares represented by such proxy will be voted as specified.
When a Shareholder does not specify a choice, in any otherwise properly executed
proxy, with respect to any proposal referred to therein, the Shares represented
by such proxy will be voted with respect to such proposal in accordance with the
recommendations of the Board of Directors described herein. A Shareholder who
signs and returns a proxy in the accompanying form may revoke it by: (i) giving
written notice of revocation to the Assistant Secretary of the Company before
the proxy is voted at the Meeting on the Meeting Date; (ii) executing and
delivering a later-dated proxy; or (iii) attending the Meeting on the Meeting
Date and voting his or her Shares in person.
<PAGE>
In electing directors only, the Common Stock and the Series A Common Stock
each vote as a separate class. Six (6) Class A Directors will be elected by the
holders of the Series A Common Stock and three (3) Class B Directors will be
elected by the holders of the Common Stock. The Class A Directors and the Class
B Directors will be elected by a plurality of the votes cast by the respective
class. Approval of the ratification of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending December 31, 1998
requires the affirmative vote of the holders of at least a majority of all
outstanding shares of Common Stock and Series A Common Stock, with the holders
of Common Stock and Series A Common Stock voting together as a single class.
Shares represented at the Meeting as the result of proxies marked "abstain" will
be counted for purposes of determining the existence of a quorum at the Meeting,
but will not be voted. Shareholders have no cumulative voting rights. Shares
held by brokers will not be considered entitled to vote on matters as to which
the brokers have not received authority to vote from beneficial owners.
It is not anticipated that matters other than those set forth in the Notice
of Annual Meeting, as described herein, will be brought before the Meeting for
action. If any other matters properly come before the Meeting, it is intended
that votes thereon will be cast pursuant to said proxies in accordance with the
best judgment of the proxy holders.
RECORD DATE
The close of business on October 22, 1998, has been fixed by the Board of
Directors of the Company as the record date (the "Record Date") for the
determination of Shareholders entitled to receive notice of, and to vote at, the
Meeting. Each outstanding share of Common Stock is entitled to one (1) vote on
all matters herein, except for the election of the Class A Directors; Common
Stock Shareholders are entitled to vote only for the election of Class B
Directors. Each outstanding share of Series A Common Stock is entitled to one
(1) vote on all matters herein, except for the election of Class B Directors;
Series A Common Stock Shareholders are entitled to vote only for the election of
Class A Directors. On the Record Date, the Company had outstanding 5,655,025
shares of Common Stock and 1,252,538 shares of Series A Common Stock. Only
Shareholders of record as of the Record Date will be entitled to vote at the
Meeting or any adjournment thereof. A quorum, consisting of the holders of at
least a majority of all issued and outstanding Shares eligible to vote, must be
present, in person or by proxy, at the Meeting for valid Shareholder action to
be taken at the Meeting or any adjournment thereof.
EXPENSES OF SOLICITATION
The expenses of this solicitation of proxies will be borne by the Company,
including expenses in connection with the preparation and mailing of this Proxy
Statement and all documents which now accompany or may hereafter supplement it.
The Company anticipates the total cost of the proxy solicitation to be $10,000.
Solicitations will be made only by the use of the mails, except that, if deemed
desirable, officers and regular employees of the Company may solicit proxies by
telephone, telegram, facsimile, or personal calls. Officers and regular
employees of the Company will not be paid additional compensation for soliciting
proxies. It is contemplated that brokerage houses, custodians, nominees, and
fiduciaries will be requested to forward the proxy soliciting material to the
beneficial owners of the Common Stock held of record by such persons and that
the Company will reimburse them for their reasonable expenses incurred in
connection therewith.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock and Series A Common Stock as of October
22, 1998 by: (i) each Director of the Company who beneficially owns Common Stock
or Series A Common Stock; (ii) each Executive Officer of the Company; (iii) each
person that is known by the Company to beneficially own in excess of five
percent of the outstanding shares of its Common Stock and Series A Common Stock;
and (iv) all Directors and
2
<PAGE>
Executive Officers, as a group. Except as otherwise indicated in the footnotes
to the table, the Shareholders named below have sole voting and investment power
with respect to the shares of Common Stock and Series A Common Stock
beneficially owned by them.
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF TOTAL VOTING
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP STOCK(4)
- ------------------------ -------------------------------------------------- ---------------------- ------------
<S> <C> <C> <C> <C>
Series A Common Stock Wembley Rubber Products (M) Sdn. Bhd.(1).......... 1,252,538 18.1%
Common Stock Wembley Rubber Products (M) Sdn. Bhd.(1).......... 2,500,000 36.2%
Common Stock MBf International Ltd.(2)......................... 1,682,275(5) 24.4%
Common Stock Kamaruddin Taib................................... 4,000(3) *
Common Stock Richard Wong...................................... 90,000(3) 1.3%
Common Stock Kwong Ann Lew..................................... 30,000(3) *
Common Stock Edward J. Marteka................................. 101,000(3)
Common Stock Edward J. Marteka................................. 13,500 114,500 1.7%
-------
Common Stock George Jeff Mennen................................ 7,000(3) *
Common Stock Robert J. Simmons................................. 7,000(3) *
Common Stock Don L. Arnwine.................................... 7,000(3) *
Common Stock Richard Swanson................................... 3,000(3) *
Common Stock Robert C. Carter.................................. 27,000(3)
Common Stock Robert C. Carter.................................. 3,000 30,000 *
-------
Common Stock Total Executive Officers & Directors 276,000(3)
as a group (10 persons)......................... 16,500 292,500 4.2%
-------
</TABLE>
- ------------------------
* Represents less than 1%
(1)Wembley Rubber Products (M) Sdn. Bhd. ("Wembley") is located at 28th Floor,
Wisma Denmark, 86, Jalan Ampang, 50450, Kuala Lumpur, Malaysia.
(2)MBf International Ltd. is located at 17th Floor, One Pacific Place, 88
Queensway, Hong Kong. MBf International Ltd. is a wholly-owned subsidiary of MBf
Holdings Bhd., a publicly-traded Malaysian company. The owners of more than 5%
of the shares of MBf Holdings Bhd. are the Estate of Tan Sri Dato (Dr.) Loy Hean
Heong and MBf Land Bhd. which own 27.2% and 9.6%, respectively, of the issued
capital.
(3)Represents shares to be issued upon exercisable options granted under the
Company's Omnibus Equity Compensation Plan.
(4)Percent of class is based upon the combined number of shares of Series A
Common Stock and Common Stock outstanding on October 22, 1998.
(5)On March 31, 1998, Wembley entered into a call and put option agreement with
MBf International Ltd. whereby Wembley has the right to purchase up to 50% of
the 1,682,275 shares of the Company's Common Stock owned by MBf International
for $6.00 per share for the one year period beginning March 31, 1999, and MBf
International has the right to sell to Wembley up to 1,682,275 shares for $5.00
per share over the same one year period.
See also "Certain Relationships and Related Transactions" for information
concerning these transactions.
3
<PAGE>
MATTERS TO BE CONSIDERED BY SHAREHOLDERS
1. ELECTION OF DIRECTORS
Nine (9) individuals will be elected at the Annual Meeting to serve as
Directors of the Company, until the next annual meeting of Shareholders or until
their successors have been elected and qualified. The biographies of the
nominees designated by the Board of Directors, all of whom are presently
Directors of the Company, are set forth below. Six (6) of the nominees have been
nominated as Class A Directors and three (3) have been nominated as Class B
Directors. Holders of Common Stock and Series A Common Stock each vote as a
separate class only with respect to the election of Directors. The Company has
been advised by the holder of the Series A Common Stock that its proxy is to be
voted FOR the six (6) Class A nominees for Directors listed below. In the event
any nominee is unable or declines to serve as a Director at the time of the
Annual Meeting, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors to fill the vacancy. As of the date
of this Proxy Statement, the Company is not aware of any nominee who is unable
or will decline to serve as a Director. The nominees receiving a majority of the
votes of shares of Common Stock or Series A Common Stock required for election,
as the case may be, shall be elected. See "Compensation of Directors and
Executive Officers" regarding compensation of Directors.
CLASS A DIRECTORS
<TABLE>
<CAPTION>
YEAR BECAME
NAME AGE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS A DIRECTOR
- ------------------------------ --- ------------------------------------------------------------ -----------
<S> <C> <C> <C>
Kamaruddin Taib 41 Elected Class A Director on April 1, 1998. Kamaruddin Taib 1998
is currently the Deputy Executive Chairman of Wembley. He
formerly served as the Group Managing Director of various
Malaysian publicly listed companies. Mr. Taib holds a
Bachelor of Science (Mathematics) degree from the University
of Salford, United Kingdom. Upon completing his studies, he
joined a leading local Merchant Bank for three years
(1980-1983) where he had extensive exposure in corporate and
financial advisory work.
Richard C.M. Wong 54 Elected Class A Director of the Company on May 20, 1997, Mr. 1997
Wong currently serves as Chairman of the Board and Chief
Executive Officer of the Company. Mr. Wong is the President
and Chief Executive Officer of Wembley, a Malaysian glove
manufacturer. In addition, he is also a Deputy Chairman of
Nylex Malaysia Bhd., and a director of two other publicly
listed companies in Malaysia. Mr. Wong is the founder of TEC
Asia Centre, an international organization of Chief
Executive Officers who share ideas to manage change and
remain competitive.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR BECAME
NAME AGE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS A DIRECTOR
- ------------------------------ --- ------------------------------------------------------------ -----------
<S> <C> <C> <C>
Edward J. Marteka 61 Class A Director and President of the Company. He was 1995
founder and has served as President and a Director of the
Company's subsidiary, American Health Products Corporation
(AHPC) since its incorporation in 1989. As President of the
Company and AHPC, Mr. Marteka is responsible for their
overall operations. From 1968 to 1988, Mr. Marteka held
various positions with Baxter Healthcare Corporation, most
recently serving as Vice President of its International
Division.
Kwong Ann Lew 37 Elected Class A Director of the Company on May 20, 1997, Mr. 1997
Lew currently serves as Chief Financial Officer and
Secretary of the Company. Mr. Lew is an Executive Director
and Chief Financial Officer of Wembley. He is a member of
the Malaysian CPA Society and Institute of Taxation and was
with Arthur Andersen LLP from 1988 to 1991. Prior to joining
Wembley, he held various key management positions in four
public listed companies, primarily in the corporate and
judicial advisory areas.
George Jeff Mennen 56 Class A Director of the Company. For over five years, Mr. 1994
Mennen has headed the G.J. Mennen Group, a consulting firm
specializing in family-owned businesses. Mr. Mennen had a
distinguished career at The Mennen Company, including being
the Vice Chairman of the company. The Mennen Company was
founded by Mr. Mennen's great grandfather in 1878 and
remained privately owned until it was sold in 1992 to
Colgate-Palmolive.
Richard Swanson 62 Elected Class A Director of the Company on June 12, 1998. 1998
Mr. Swanson is presently the Chairman of The Executive
Committee, an international company which focuses on
strategic coaching and corporate troubleshooting for CEO's
of public and private companies. Also, since 1980, Mr.
Swanson has been the president of two Denver, Colorado based
companies, Investment Partners, Inc. and Real Estate
Associates, Inc. Investment Partners is engaged in the
restructuring and recapitalization of troubled companies,
and Real Estate Associates focuses on the acquisition and
development of real estate projects.
</TABLE>
5
<PAGE>
CLASS B DIRECTORS
<TABLE>
<CAPTION>
YEAR BECAME A
NAME AGE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS DIRECTOR
- ------------------------------- --- ------------------------------------------------------------ ---------------
<S> <C> <C> <C>
Robert J. Simmons 55 Mr. Simmons is currently President of RJS HealthCare, Inc., 1995
a healthcare consulting company, founded in 1990. He served
as executive vice president at Baxter International, Inc.
from 1987 until founding RJS in 1990. Mr. Simmons joined
Baxter after serving over 20 years at American Hospital
Supply Corporation. His last position at American Hospital
Supply Corporation was vice president of corporate
marketing.
Don L. Arnwine 66 Mr. Arnwine is President of Arnwine Associates, a company he 1995
formed in 1989 to provide specialized advisory services to
the health care industry. From 1961 to 1972, Mr. Arnwine
served as Director of the Hospital at the University of
Colorado Medical Center. From 1972 to 1982, he served as
President and CEO of the Charleston Area Medical Center. Mr.
Arnwine became President and CEO of Voluntary Hospitals of
America (VHA) in 1982, and was named Chairman and CEO in
1985, in which capacity he served until founding Arnwine
Associates.
Boon Teck Yap 44 Elected Class B Director on October 2, 1998. Since September 1998
1, 1998, Mr. Yap is the President and Secretary of MBf
Holdings Bhd. and MBf Capital Berhad. Previously, Mr. Yap
was the Senior Vice-President (General and Finance) of MBf
Properties, a division of MBf Holdings Bhd., for the past 16
years.
</TABLE>
BOARD MEETINGS AND COMMITTEES
During 1997, the Company's Board of Directors held one meeting. All other
actions by the Board of Directors were taken by unanimous written consent
without a meeting. The Board of Directors has a Compensation Committee which
administers the Company's Omnibus Equity Compensation Plan (the "Plan"). The
Compensation Committee is responsible for reviewing, determining and
establishing the salaries, bonuses and other compensation of the Company's
executive officers. During 1997, all action of the Compensation Committee was
taken by unanimous written consent without a meeting. Currently, the
Compensation Committee consists of Kamaruddin Taib, Richard Wong, George Jeff
Mennen, and Richard Swanson. During 1998, the Company formed an audit committee
which presently consists of Robert Simmons, Don L. Arnwine, and Kwong Ann Lew.
See also "Compensation of Directors and Executive Officers Report of the
Compensation Committee of the Board of Directors on Executive Compensation."
RECOMMENDATION OF THE BOARD: The Board hereby recommends and nominates each
of Messrs. Kamaruddin Taib, Richard Wong, Edward J. Marteka, Kwong Ann Lew,
George Jeff Mennen, and Richard Swanson for election as Class A Directors, and
each of Messrs. Robert J. Simmons, Don L. Arnwine, and Boon Teck Yap for
election as Class B Directors of the Company to serve until the next annual
meeting of Shareholders or until their respective successors are elected and
qualified.
6
<PAGE>
2. CONCURRENCE IN SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP as independent
public accountants for the Company to audit its financial statements for the
year 1998 and has determined that it would be desirable to request that the
Shareholders approve such appointment. Arthur Andersen LLP is knowledgeable
about the Company's operations and accounting practices and is well qualified to
act in the capacity of independent public accountants to the Company. A
representative of Arthur Andersen LLP is expected to be present at the Meeting
and will have the opportunity to make a statement if he or she so desires. The
representative also is expected to be available to respond to appropriate
questions from Shareholders.
RECOMMENDATION OF THE BOARD: The Board considers Arthur Andersen LLP to be
well-qualified and recommends that the Shareholders concur in the following
resolution which will be presented for a vote of the Shareholders at the Annual
Meeting:
RESOLVED, that the Shareholders concur in the appointment, by the Board, of
Arthur Andersen LLP to serve as the independent public accountants for the
Company for 1998.
The affirmative vote of a majority of the votes cast by Shareholders present
in person or by proxy and eligible to vote at the Meeting, a quorum being
present, is required for the adoption of the foregoing resolution. For purposes
hereof, the holders of Series A Common Stock and Common Stock vote as a single
class.
EXECUTIVE OFFICERS
The following table sets forth information with respect to the executive
officers of the Company. Each officer is appointed by the Board of Directors and
serves until his successor is elected and qualified or until his death,
resignation or removal by the Board of Directors. The executive officers of the
Company are Richard Wong, Chairman, Edward J. Marteka, President, Kwong Ann Lew,
Chief Financial Officer and Secretary, and Robert C. Carter, Controller and
Assistant Secretary. The biographies of Richard Wong, Edward J. Marteka, and
Kwong Ann Lew are set forth above.
<TABLE>
<CAPTION>
YEAR BECAME
NAME AGE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS AN OFFICER
- ------------------------------ --- ------------------------------------------------------------ -----------
<S> <C> <C> <C>
Robert C. Carter 37 Controller and Assistant Secretary of the Company. Mr. 1995
Carter joined the Company in March 1992 as the Controller
and became the Assistant Secretary in May 1995. From
February 1987 to March 1992, Mr. Carter was a CPA with
Clifton, Gunderson & Co., CPA's. Prior to that, Mr. Carter
worked for Arthur Andersen LLP as an auditor.
</TABLE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
A. DIRECTOR COMPENSATION
In 1997, Mr. George Jeff Mennen and the Class B Directors received $1,000
for each meeting of the Board attended, as well as $500 for each committee
meeting attended. In 1998, all directors who were not also executive officers,
which group is comprised of Kamaruddin Taib, George Jeff Mennen, Richard J.
Swanson and the Class B Directors, will receive, (1) an annual Board member
retainer of $5,000, (2) compensation of $1,000 for each Board meeting attended,
(3) $500 for each committee meeting attended, and (4) an annual committee member
retainer of $1,000. Each new Director is presently entitled to receive stock
options under the Plan to purchase 2,000 shares of the Company's Common Stock in
connection with his election, and 1,000 shares of the Company's Common Stock per
Board meeting attended, up to a maximum of 5,000 shares. Under the terms of the
Plan, the Compensation Committee
7
<PAGE>
shall determine the exercise price of a Director Option, provided that the
exercise price shall not be less than the lowest fair market value of the Common
Stock of the Company during the six months preceding the election and
qualification of such Director. All Director options are immediately exercisable
for a period of ten years from the date of grant. All directors will be
reimbursed for expenses incurred in attending meetings of the Board and meetings
of Committees.
B. EXECUTIVE COMPENSATION
The following table discloses the compensation awarded to or earned by,
during the Company's last three fiscal years, the President as of the end of
fiscal year 1997. No other executive officer had aggregate annual salary and
bonus which exceeded $100,000.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------------- -----------------------------
FISCAL OTHER ANNUAL RESTRICTED STOCK STOCK
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARDS ($) OPTIONS
- --------------------------------- ---- ---------- --------- ------------ ------------------- -------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Marteka(6) 1997 $ 160,000 $ 26,667 $7,200 $18,300 5,000
President 1996 $ 160,000 $ 33,333 $7,200 -- --
1995 $ 150,000 $ 29,166 $7,200 $117,000 15,000
</TABLE>
- ------------------------
(6)Edward J. Marteka became President and a Class A Director of the Company on
May 31, 1995.
There is no other long term compensation for the executives listed above in
1995 through 1997.
EMPLOYMENT AGREEMENTS
On April 1, 1994, the Company entered into an employment agreement with
Edward J. Marteka (the "Marteka Agreement"). The Marteka Agreement, as amended
on June 30, 1995 and on July 22, 1996, provides for: (i) Mr. Marteka to serve as
President of the Company (since May 31, 1995) and American Health Products
Corporation ("AHPC"); (ii) a base salary of $160,000 per year; (iii)
non-qualified stock options to purchase 35,000 shares of Common Stock under the
Plan, 5,000 shares exercisable commencing April 1, 1994, 20,000 shares April 1,
1995 and 10,000 shares April 1, 1996 at an exercise price of $11.875, the
closing price of the Common Stock as reported on the Nasdaq Small Cap Market on
the day the options were granted by the Compensation Committee; and (iv) life
and medical insurance, automobile allowance and other additional customary
benefits. The amended Marteka Agreement also granted to Mr. Marteka additional
non-qualified stock options to purchase 14,000 shares of Common Stock, 7,000
shares exercisable commencing July 21, 1995 and 7,000 shares July 21, 1996, at
an exercise price of $7.80, the closing price of Common Stock as reported on the
Nasdaq SmallCap Market on the day the options were granted by Compensation
Committee. Mr. Marteka also received options to purchase 1,000 shares of the
Company's Common Stock upon his appointment as Class A Director in 1995.
During 1998, Mr. Marteka's base salary was increased to $200,000 per year
effective June 1, 1998 as approved by the Compensation Committee.
As approved by the Compensation Committee, Mr. Marteka's outstanding stock
options issued prior to 1997 were repriced effective July 23, 1996 to $2.75, the
closing stock price on the date of the grant.
8
<PAGE>
OPTION GRANTS IN FISCAL 1997
On January 6, 1997, the Company issued options under the Company's Omnibus
Equity Compensation Plan to certain employees to purchase 92,500 shares of the
Company's Common Stock at an exercise price of $3.66 per share, the closing
price of the Common Stock as reported on NASDAQ on the date the options were
granted by the Compensation Committee. The options are exercisable for ten (10)
years from January 6, 1997, the date of grant.
OPTION/SAR GRANTS IN 1997
<TABLE>
<CAPTION>
POTENTIAL
REALIZED
VALUE AT
INDIVIDUAL GRANTS ASSUMED
----------------------------------------------------- ANNUAL RATES OF
% OF TOTAL STOCK PRICE
NUMBER OF OPTIONS/ APPRECIATION
SECURITIES SARS FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS/SARS EMPLOYEES IN EXERCISE OR EXPIRATION ---------------
NAME GRANTED FISCAL YEAR BASE PRICE DATE 5% ($) 10% ($)
- --------------------------- ----------- ------------ ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Marteka 5,000 5.4% $ 3.66 1/6/07 $29,800 $47,450
</TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND FISCAL YEAR-END OPTION VALUES
The following table provides information on option exercises in fiscal 1997
by the executive officer named in the summary compensation table and the value
of such officer's unexercised stock options as of December 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF IN-THE-MONEY
SHARES OPTIONS AT 12/31/97 OPTIONS AT 12/31/97
ACQUIRED ON VALUE ----------------------------------- -----------------------------------
EXERCISE (#) REALIZED ($) EXERCISABLE UNXERCISABLE EXERCISABLE UNXERCISABLE
------------ ------------ ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Marteka -0- -0- 51,666 3,334 $56,600 $ 717
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors is currently comprised
of the following four (4) Class A Directors: Kamaruddin Taib, Richard Wong,
George Jeff Mennen and Richard Swanson, each of whom were appointed by the Board
of Directors. The Committee oversees administration of the Company's Omnibus
Equity Compensation Plan. The purpose of the Plan is to attract and retain
capable and experienced officers and employees by compensating them with
equity-based awards whose value is connected to the continued growth and
profitability of the Company. Under the Plan, awards may be made in the form of
stock options or restricted stock. Apart from the Plan, the Company has not
developed any formalized compensation policy or program. In general, the Company
compensates executive officers and senior management through salary, bonus
(where appropriate) and the grant of stock options. Because the Company's
executive officers' employment agreements presently control the compensation
paid to such executive officers, the Compensation Committee did not formulate
policies with respect to the executive officers compensation during 1997. During
fiscal 1997, all action of the Compensation Committee was taken by the Committee
by unanimous written consent without a meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Kamaruddin Taib, Richard Wong, and Kwong Ann Lew are executive directors and
officers of Wembley. Accordingly, these members should not be considered as
independent Directors when serving on the Board of Directors, the Compensation
Committee, nor the Audit Committee.
9
<PAGE>
STOCK PERFORMANCE CHART
The following graph compares the yearly percentage change in the cumulative
total shareholder return on the Company's Common Stock for each of the Company's
last five fiscal years with the cumulative total return (assuming reinvestment
of dividends) of (i) the NYSE/AMEX/Nasdaq Stock Markets--U.S. Index and (ii) a
peer group selected by the Company, in good faith. The peer group consists of
American Shared Hospital Services, Daxor Corp., DVI, Inc., Hemacare Corp.,
Medical Sterilization Inc., National Home Health Care Inc., Prime Medical
Services Inc. and Psicor Inc.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
WRP CORPORATION NYSE/AMEX/NASDAQ STOCK PEER GROUP
<S> <C> <C> <C>
12/31/92 100 100 100
12/31/93 70 111 92
12/31/94 104 111 87
12/31/95 24 151 146
12/31/96 23 183 166
12/31/97 25 240 198
</TABLE>
* $100 invested on December 31, 1992 in stock or Index--including reinvestment
of dividends. Fiscal year ending December 31.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
----------------------------------------------------------------------------
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
WRP Corporation....................................... 100 70 104 24 23 25
NYSE/AMEX/Nasdaq Stock................................ 100 111 111 151 183 240
Peer Group............................................ 100 92 87 146 166 198
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1997, the Company had entered into arrangements with several entities
which are related to MBf International and/or MBf Holdings. The significance of
these arrangements to the Company's business, financial condition and operations
in the short and long term are discussed below. The Company believes the prices
charged by each related entity are as favorable as those that could be
negotiated with unaffiliated third parties.
Certain packaging materials were purchased from MBf Printing, an affiliate
of MBf Holdings, for shipment directly to nonaffiliated manufacturers for
consistency in packaging materials and to obtain more favorable pricing from
those manufacturers. In 1997, the Company purchased approximately $302,000 of
packaging material from MBf Printing and the prices charged by them were as
favorable as to those that could be negotiated with unaffiliated suppliers.
The Company utilized MBf Insurans, an affiliate of MBf Holdings, to insure
all of AHPC's inventory purchases while in transit to AHPC's various U.S.
warehouses. In 1997, the total cost charged by MBf Insurans to insure all
inventory in transit was $35,516, which the Company believes is comparable to
unaffiliated third party prices.
The Company has entered into a management contract with MBf Management, an
affiliate of MBf Holdings. MBf Management charged the Company $10,682 in 1997
for their secretarial and other services.
In January 1997, the Company entered into a consulting and services
agreement with Healthcare Alliance, Inc. ("Alliance"), a company 60% owned by
Robert Simmons, a director of the Company. The
10
<PAGE>
agreement engaged Alliance to assist the Company in marketing its products with
the expressed purpose of negotiating and executing a purchase agreement with
various healthcare group purchasing organizations. The Company paid Alliance
$48,000 in 1997 for their services.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
certain officers, Directors and beneficial owners of more than 10% of the
Company's Common Stock to file reports of ownership and changes in their
ownership of the equity securities of the Company with the Securities and
Exchange Commission and the Nasdaq Stock Market. Based solely on a review of the
reports and representations furnished to the Company during the last fiscal
year, the Company believes that each of these persons is in compliance with all
applicable filing requirements.
SHAREHOLDER PROPOSALS
Shareholder proposals for the 1999 Annual Meeting of Shareholders must be
received by the Company at its executive office in Itasca, Illinois, on or prior
to March 15, 1999 for inclusion in the Company's proxy statement for that
meeting. Any Shareholder proposal must also meet the other requirements for
shareholder proposals as set forth in the rules of the U.S. Securities and
Exchange Commission relating to shareholder proposals. The Company anticipates
that its 1999 shareholders meeting will be held in May 1999.
REQUESTS FOR DOCUMENTS
Any requests for documents or other information should be directed to Robert
Carter, Controller and Assistant Secretary at (630) 285-9191. The Company will
forward such documents, via first class mail, upon receipt of a Shareholder's
written request therefor.
OTHER MATTERS
As of the date of this Proxy Statement, no business, other than that
discussed above, is to be acted upon at the Meeting. If other matters not known
to the Board of Directors should, however, properly come before the Meeting, the
persons appointed by the signed proxy intend to vote it in accordance with their
best judgment.
WRP Corporation
By Order of the Board of Directors
[SIGNATURE]
Edward J. Marteka
PRESIDENT
Itasca, Illinois
October 26, 1998
YOUR VOTE IS IMPORTANT. THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES. PLEASE PROMPTLY MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE.
11
<PAGE>
PROXY CARD
WRP CORPORATION
COMMON STOCK
500 PARK BOULEVARD, SUITE 1260, ITASCA, ILLINOIS 60143-2639
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Edward J. Marteka and Robert C. Carter and
each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote all of the shares of Common
Stock of WRP Corporation (the "Company"), a Maryland corporation, held of record
by the undersigned, at the Annual Meeting of Shareholders ("Meeting") to be held
on December 4, 1998, or any adjournments or postponements thereof, as
hereinafter specified on the matters as more specifically described in the
Company's proxy statement and in their discretion on any other business that may
properly come before the Meeting.
1. Proposal to elect three (3) Class B directors of the Company as follows:
Robert J. Simmons Don L. Arnwine Boon Teck Yap
<TABLE>
<S> <C> <C> <C>
/ / FOR the election of / / WITHHOLD authority with respect to .
the three nominees. SHAREHOLDERS MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY WRITING HIS
NAME ON THE LINE ABOVE.
</TABLE>
2. Proposal to ratify the Board of Directors' selection of Arthur Andersen LLP
as the Company's independent accountants for the fiscal year ending December 31,
1998.
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DESIGNATED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DESIGNATION IS MADE, THE PROXY WILL
BE VOTED FOR EACH OF THE ABOVE PROPOSALS.
(CONTINUED ON REVERSE SIDE)
<PAGE>
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
DATED: _____________________, 1998
__________________________________
(Signature)
__________________________________
(Signature if held jointly)
Please sign as name appears
hereon. When shares are held
jointly, both should sign. When
signing as attorney, executor,
administrator, trustee or
guardian,please give full title as
such. 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 officer.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ITEMS 1 AND 2.
