<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (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 Rule 14a-11(c) or Rule 14a-12.
WRP Corporation.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Shefsky & Froelich Ltd., Suite 2500, 444 N. Michigan Ave., Chicago, IL 60611
Attn: Dennis B. O'Boyle
- --------------------------------------------------------------------------------
(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> 2
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,
will be convened at the Wyndham Hotel, 400 Park Blvd., Leighton Room, 2nd Floor,
Itasca, Illinois on June 21, 2000 at 9:00 a.m. Central Time (the "Meeting
Date"). Refreshments begin at 8:30 a.m. All holders of our Common Stock, par
value $.01 per share, and Series A Convertible Common Stock, par value $.01 per
share (the "Shareholders") are entitled to attend the Meeting. We are soliciting
proxies, pursuant to the attached Proxy Statement, for use at the Annual Meeting
on the Meeting Date. We expect 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 two (2) 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 our
independent public accountants for the six month period ending
June 30, 2000; 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 May 15, 2000,
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 our office for at least 10 days
prior to the Meeting.
Our 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:
/s/ Edward J. Marteka
-----------------------------------
Edward J. Marteka
Itasca, Illinois President
May 16, 2000
<PAGE> 3
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS OF
WRP CORPORATION
JUNE 21, 2000
This proxy statement (the "Proxy Statement") is furnished to all
holders of record as of the close of business on May 15, 2000 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, in connection with
the solicitation of proxies by and on behalf of our 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 Wyndham Hotel, 400 Park Blvd., Leighton Room, 2nd Floor, Itasca, Illinois on
June 21, 2000 at 9:00 a.m. Central 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 May
16, 2000. Shareholders who wish to attend the Meeting should contact us at (630)
285-9191 so that arrangements can be made.
We expect 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 two (2) 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 our
independent public accountants for the six month period ending
June 30, 2000; and
(3) To transact any other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
THE PROXIES SOLICITED BY US 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 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 our Assistant Secretary 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.
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 two (2) 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 majority of the votes cast by the
respective class. Approval of the ratification of Arthur Andersen LLP as our
independent public accountants for the six month period ending June 30, 2000
requires the affirmative vote of the holders of at least a majority
<PAGE> 4
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 May 15, 2000, has been fixed by our Board of
Directors 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, we had outstanding 5,668,692 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
We will bear the expenses of this solicitation of proxies, including
expenses in connection with the preparation and mailing of this Proxy Statement
and all documents which now accompany or may hereafter supplement it. We
anticipate 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, our
officers and regular employees may solicit proxies by telephone, telegram,
facsimile, or personal calls. Our officers and regular employees 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 we will reimburse them for their
reasonable expenses incurred in connection therewith.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of our Common Stock and Series A Common Stock as of May 15,
2000 by: (i) each Director who beneficially owns Common Stock or Series A Common
Stock; (ii) each Executive Officer; (iii) each person that we know to
beneficially own in excess of five percent of the outstanding shares of our
Common Stock and Series A Common Stock; and (iv) all Directors and 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 Stock4
- -------------- ------------------------ -------------------- -------------
<S> <C> <C> <C> <C>
Series A Common Stock WRP Asia Pacific Sdn. Bhd. 1 1,252,538 18.1%
Common Stock WRP Asia Pacific Sdn. Bhd.1 2,500,000 36.1%
Common Stock Heartland Advisors, Inc. 2 432,200 6.2%
Common Stock Kamaruddin Taib 7,0003 *
Common Stock Richard Wong 90,0003 1.3%
Common Stock Kwong Ann Lew 30,0003 *
Common Stock Edward J. Marteka 101,0003
Common Stock Edward J. Marteka 13,500 114,500 1.7%
Common Stock George Jeff Mennen 10,0003
Common Stock George Jeff Mennen 10,000 20,000 *
Common Stock Robert J. Simmons 10,0003
Common Stock Robert J. Simmons 5,000 15,000 *
Common Stock Don L. Arnwine 10,0003
Common Stock Don L. Arnwine 2,000 12,000 *
Common Stock Richard Swanson 7,0003
Common Stock Richard Swanson 1,000 8,000 *
Common Stock Robert C. Carter 27,0003
Common Stock Robert C. Carter 3,000 30,000 *
Common Stock Total Executive Officers & Directors 292,0003
as a group (9 persons) 34,500 326,500 4.7%
</TABLE>
- --------------
*Represents less than 1%
1 WRP Asia Pacific Sdn. Bhd. (formerly known as Wembley Rubber Products (M)
Sdn. Bhd.) ("WRP Asia") is located at 28th Floor, Wisma Denmark, 86, Jalan
Ampang, 50450, Kuala Lumpur, Malaysia.
2 Heartland Advisors, Inc. are located at 789 North Water Street, Milwaukee,
Wisconsin 53202.
3 Represents shares to be issued upon exercisable options granted under our
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 May 15, 2000.
3
<PAGE> 6
MATTERS TO BE CONSIDERED BY SHAREHOLDERS
1. ELECTION OF DIRECTORS
Eight (8) individuals will be elected at the Annual Meeting to serve
as our Directors, 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, are
set forth below. Six (6) of the nominees have been nominated as Class A
Directors and two (2) 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. We have 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, we are
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 a
Name Age Principal Occupation(s) During Past 5 Years Director
- ---- --- ------------------------------------------- --------
<S> <C> <C>
Kamaruddin Taib 43 Elected Class A Director on April 1, 1998. Kamaruddin Taib is 1998
currently the Deputy Executive Chairman of WRP Asia. 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 56 Elected Class A Director on May 20, 1997, Mr. Wong currently 1997
serves as our Chairman of the Board and Chief Executive
Officer. Mr. Wong is the President and Chief Executive Officer
of WRP Asia. In addition, he is 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.
Edward J. Marteka 63 Class A Director and President. He has served as President and 1995
a Director of our subsidiary, American Health Products
Corporation ("AHPC") since its incorporation in 1989. As our
President and the President of AHPC, Mr. Marteka is responsible
for their overall operations. From 1968 to 1988, Mr. Marteka
held various positions with Baxter Healthcare Corporation,
having served as Vice President of its International Division.
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
Year Became a
Name Age Principal Occupation(s) During Past 5 Years Director
- ---- --- ------------------------------------------- --------
<S> <C> <C>
Kwong Ann Lew 39 Elected Class A Director on May 20, 1997 and was our Chief 1997
Financial Officer and Secretary from 1997 through March 2000.
Mr. Lew is an Executive Director and Chief Financial Officer of
WRP Asia. 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 WRP Asia, he held various key
management positions in two public listed companies, primarily
in the corporate and judicial advisory areas.
George Jeff Mennen 59 Elected Class A Director on October 12, 1994. For over five 1994
years, Mr. 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 64 Elected Class A Director on June 12, 1998. Mr. Swanson is 1998
presently a consultant with The Executive Committee, an
international company that 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.
<CAPTION>
CLASS B DIRECTORS
Year Became a
Name Age Principal Occupation(s) During Past 5 Years Director
- ---- --- ------------------------------------------- --------
Robert J. Simmons 57 Mr. Simmons is currently President of RJS HealthCare, Inc., a 1995
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 67 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.
</TABLE>
BOARD MEETINGS AND COMMITTEES
During 1999, our Board of Directors held four meetings. 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 that
administers our Omnibus Equity Compensation Plan (the "Plan"). The Compensation
Committee is responsible for reviewing, determining and establishing the
salaries, bonuses and other compensation of our executive officers. During 1999,
the Compensation
5
<PAGE> 8
Committee held one meeting and all other actions of the Compensation Committee
were 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 1999, the Audit Committee held one meeting.
The Audit Committee consists of Robert Simmons, Don L. Arnwine and Kwong Ann
Lew.
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 and Don L. Arnwine 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.
2. CONCURRENCE IN SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Arthur Andersen LLP as our independent
public accountants to audit our financial statements for the six month period
ending June 30, 2000 and has determined that it would be desirable to request
that the Shareholders approve such appointment. Arthur Andersen LLP is
knowledgeable about our operations and accounting practices and is well
qualified to act in the capacity of our independent public accountants. 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 our independent public accountants for the six
month period ending June 30, 2000.
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 our executive
officers. 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. Our executive officers are Richard Wong,
Chairman and C.E.O., Edward J. Marteka, President, Kenneth Ling, Acting C.O.O.,
Chief Financial Officer and Secretary, and Robert C. Carter, Controller and
Assistant Secretary. The biographies of Richard Wong and Edward J. Marteka are
set forth above.
<TABLE>
<CAPTION>
Year Became
Name Age Principal Occupation(s) During Past 5 Years an Officer
- ---- --- ------------------------------------------- ----------
<S> <C> <C>
Kenneth Ling 34 Chief Financial Officer and Secretary. Mr. Ling joined us in 2000
April 2000 as the Acting C.O.O., Chief Financial Officer and
Secretary. He is a member of the Institute of Chartered
Accountants in Australia. From September 1998 to April 2000,
Mr. Ling held the position of Vice President-Group Affairs at
WRP Asia. Prior to that he was an Assistant Director with the
Prudential Asia Group based in Singapore involved in private
equity investment. He has also worked with Coopers & Lybrand
and Price Waterhouse in Singapore and Australia in consulting
and audit capacities.
</TABLE>
6
<PAGE> 9
<TABLE>
<S> <C> <C>
Robert C. Carter 37 Controller and Assistant Secretary. Mr. Carter joined us in 1995
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>
On March 31, 2000, Mr. Lew Kwong Ann resigned as the CFO and Secretary.
In April 2000, Mr. Kenneth Ling was appointed as Acting C.O.O., CFO and
Secretary.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
A. DIRECTOR COMPENSATION
Effective January 1, 1998, all directors, who were not also our 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 our Common
Stock in connection with his election and 1,000 shares of our Common Stock per
Board meeting attended, up to a maximum of 5,000 shares for Board meetings
attended. Under the terms of the Plan, the Compensation Committee 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 our Common Stock
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 Board and Committee meetings.
B. EXECUTIVE COMPENSATION
The following table discloses the compensation awarded to or earned by,
during our last three fiscal years, the President as of the end of fiscal year
1999. No other executive officer had aggregate annual salary and bonus that
exceeded $100,000.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Name and Other Annual Restricted Stock Stock
Principal Position Fiscal Year Salary Bonus Compensation Awards ($)(1) Options
------------------ ----------- ------ ----- ------------ ---------------- -------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Marteka 1999 $200,000 $20,000 $7,200 - -
President 1998 $200,000 $100,000 $7,200 $315,625 50,000
1997 $160,000 $26,667 $7,200 $ 18,300 5,000
</TABLE>
(1) These values represent the number of stock options issued to the President
multiplied by the grant price, which was equal to the fair market value on
the grant date. No gain or cash was received by the President as a result
of the issuance of these stock options.
There is no other long-term compensation for the executive listed above in
1997 through 1999.
EMPLOYMENT AGREEMENTS
On April 1, 1994, we 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 our
President (since May 31, 1995) and President of 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
7
<PAGE> 10
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 Small Cap Market on the day the options were granted by Compensation
Committee. Mr. Marteka also received options to purchase 1,000 shares of our
Common Stock upon his appointment as Class A Director in 1995.
As approved by the Compensation Committee, all of Mr. Marteka's options
outstanding in 1996 were repriced effective July 23, 1996 to $2.75, the closing
price on that date. During 1998, Mr. Marteka's base salary was increased to
$200,000 per year effective January 1, 1998, as approved by the Compensation
Committee.
OPTION/SAR GRANTS IN 1999
During 1999, there were no stock options granted to our President.
As approved by the Board of Directors, all outstanding stock options at February
29, 2000 to current employees and directors were re-priced effective February
29, 2000 to $2.07, the closing price on that date.
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
The following table provides information on option exercises in fiscal
1999 by the executive officer named in the summary compensation table and the
value of such officer's unexercised stock options as of December 31, 1999.
<TABLE>
<CAPTION>
Number of Unexercised Value of In-the-Money
Shares Value Options at 12/31/99 Options at 12/31/99
Acquired on Realized --------------------------- ----------------------------
Exercise(#) ($) Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Marteka 0 $ - 0 - 101,000 - 0 - $ - 0 - $ - 0 -
</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 our 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 our continued growth and profitability. Under the
Plan, awards may be made in the form of stock options or restricted stock. Apart
from the Plan, we have not developed any formalized compensation policy or
program. In general, we compensate executive officers and senior management
through salary, bonus (where appropriate) and the grant of stock options.
Because our 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
1999. During fiscal 1999, all action of the Compensation Committee was made
during one meeting or 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 WRP Asia. Accordingly, these members should not be considered as
independent Directors when serving on the Board of Directors, the Compensation
Committee or the Audit Committee.
8
<PAGE> 11
STOCK PERFORMANCE CHART
The following graph compares the yearly percentage change in the cumulative
total shareholder return on our Common Stock for each of our 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 us, 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.
* $100 invested on December 31, 1993 in stock or Index -- including
reinvestment of dividends. Fiscal year ending December 31.
[GRAPH]
CUMULATIVE TOTAL RETURN
<TABLE>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
WRP Corporation 100 23.1 22.1 23.8 35.0 12.3
NYSE/AMEX/NASDAQ Stock 100 136.3 165.3 216.4 267.2 333.5
Peer Group 100 166.6 189.6 226.2 177.8 176.4
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1999, we purchased latex powder-free exam gloves amounting to $18.4
million from our majority shareholder, WRP Asia. In addition, our Indonesian
factory sold approximately $8.3 million of powdered latex exam gloves to WRP
Asia in 1999. We believe the prices charged by each related entity are as
favorable as those that could be negotiated with unaffiliated third parties.
During 1999, we received consulting services from Healthcare Alliance,
Inc. ("Alliance"), a company 60% owned by Robert Simmons, one of our directors.
We engaged Alliance to assist us in marketing our products with the expressed
purpose of negotiating and executing a purchase agreement with various
healthcare group-purchasing organizations. We paid Alliance $66,160 in 1999 for
its 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
our Common Stock to file reports of ownership and changes in their ownership of
our equity securities with the Securities and Exchange Commission and the Nasdaq
Stock Market. Based solely on a review of the reports and representations
furnished to us during the last fiscal year, we believe that each of these
persons is in compliance with all applicable filing requirements.
9
<PAGE> 12
SHAREHOLDER PROPOSALS
We must receive shareholder proposals for the Year 2001 Annual Meeting
of Shareholders at our executive office in Itasca, Illinois, on or prior to
September 26, 2000 for inclusion in our proxy statement for that meeting, as we
believe that we will hold our next Annual Meeting on or about January 15, 2001.
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.
REQUESTS FOR DOCUMENTS
Any requests for documents or other information should be directed to
Robert Carter, Controller and Assistant Secretary at (630) 285-9191. We 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
/s/ Edward J. Marteka
-----------------------------------
Edward J. Marteka
President
Itasca, Illinois
May 16, 2000
YOUR VOTE IS IMPORTANT. THE PROMPT RETURN OF PROXIES WILL SAVE US THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES. PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE.
10
<PAGE> 13
<TABLE>
<CAPTION>
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 Kenneth Ling 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,
a Maryland corporation, held of record by the undersigned, at the Annual Meeting of Shareholders ("Meeting") to be held on June
21, 2000, or any adjournments or postponements thereof, as hereinafter specified on the matters as more specifically described in
our proxy statement and in their discretion on any other business that may properly come before the Meeting.
<S> <C> <C>
1. Proposal to elect two (2) Class B directors as follows:
Robert J. Simmons Don L. Arnwine
[ ] FOR the election of the [ ] WITHHOLD authority with respect
two nominees. to ______________________________.
SHAREHOLDERS MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY
WRITING HIS NAME ON THE LINE ABOVE.
2. Proposal to ratify the Board of Directors' selection of Arthur Andersen LLP as our independent accountants for
the six months ending June 30, 2000.
[ ] 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.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.
DATED:__________________________________________, 2000
------------------------------------------------------
(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.
2
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
PROXY CARD
WRP CORPORATION
SERIES A 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 Kenneth Ling 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 Series A Common Stock of WRP
Corporation, a Maryland corporation, held of record by the undersigned, all of the Annual Meeting of Shareholders ("Meeting") to
be held on June 21, 2000, or any adjournments or postponements thereof, as hereinafter specified on the matters as more
specifically described in our proxy statement and in their discretion on any other business that may properly come before the
Meeting.
<S> <C> <C>
1. Proposal to elect six (6) Class A directors as follows:
Kamaruddin Taib Kwong Ann Lew
Richard Wong George Jeff Mennen
Edward J. Marteka Richard J. Swanson
[ ] FOR the election of the six nominees. [ ] WITHHOLD authority with respect
to ______________________________.
SHAREHOLDERS MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY
WRITING HIS NAME ON THE LINE ABOVE.
2. Proposal to ratify the Board of Directors' selection of Arthur Andersen LLP as our independent accountants for
the six months ending June 30, 2000.
[ ] 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.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE.
DATED:__________________________________________, 2000
------------------------------------------------------
(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.
2
</TABLE>
