AG-BAG INTERNATIONAL LIMITED
2320 SE AG-BAG LANE
WARRENTON, OREGON 97146
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE STOCKHOLDERS OF AG-BAG INTERNATIONAL LIMITED:
The annual meeting of stockholders of Ag-Bag International
Limited (the "Company") will be held at the offices of the Company, 2320 SE
Ag-Bag Lane, Warrenton, Oregon, on Monday, June 3, 1996, at 9:00 a.m.
Pacific Daylight Time, for the following purposes:
1. Electing two directors to serve for a three-year term
and until their successors are elected and qualified; and
2. Transacting such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on April
24, 1996 as the record date. Only stockholders of record as of such date
are entitled to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof. A list of stockholders entitled to
vote at the annual meeting will be available for inspection at the offices
of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
Roy I. Anderson, Secretary
April 29, 1996
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL
MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE
MARK AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. YOUR PROMPT RESPONSE COULD SAVE THE COMPANY THE EXPENSE
OF A FOLLOW-UP MAILING.
<PAGE>
AG-BAG INTERNATIONAL LIMITED
2320 SE AG-BAG LANE
WARRENTON, OREGON 97146
(503) 861-2437
______________________________________
PROXY STATEMENT
______________________________________
ANNUAL MEETING OF STOCKHOLDERS
AG-BAG INTERNATIONAL LIMITED
TO BE HELD AT
AG-BAG INTERNATIONAL LIMITED
2320 SE AG-BAG LANE
WARRENTON, OREGON
JUNE 3, 1996 AT 9:00 A.M. PDT
______________________________________
PERSONS MAKING THIS SOLICITATION
The accompanying proxy is solicited by the Board of Directors of
Ag-Bag International Limited, a Delaware corporation, 2320 SE Ag-Bag Lane,
Warrenton, Oregon 97146 (the "Company"). Copies of this proxy statement
and the accompanying proxy are being mailed to the stockholders on or about
April 29, 1996.
The expense of this solicitation will be paid by the Company.
Solicitations will be made by the Company primarily by the use of the
mails. If necessary to obtain reasonable representation of stockholders at
the annual meeting, solicitations made by the Company may also be made by
telephone, telegraph or personal interview. Such further solicitation, if
any, will be made by regular employees of the Company who will not be
additionally compensated therefor. The Company will request brokers, banks
or other persons holding stock in their names, or in the names of their
nominees, to forward proxy materials to the beneficial owners of such stock
or request authority for the execution of the proxies and will reimburse
brokers or other persons for their expenses in so doing.
1
<PAGE>
VOTING
Only stockholders of record at the close of business on April
24, 1996, are entitled to notice or, and to vote at, the meeting. At the close
of business on that date, the Company had 12,053,741 shares of common
stock, $0.01 par value per share ("Common Stock") outstanding.
Each share of Common Stock outstanding on the record date is
entitled to one vote per share at the annual meeting of stockholders.
Shares of Common Stock represented in person or by proxy at the annual
meeting (including abstentions and broker non-votes) will be counted in
determining that a quorum is present. A plurality of votes cast at the
annual meeting is required to elect the directors. Broker non-votes will
not be treated as votes cast at the meeting and therefore, will not be
counted in calculating a plurality. Proxies withholding authority to vote
for a nominee will be treated as votes cast. There are no cumulative
voting rights.
When a proxy in the form accompanying this proxy statement is
properly executed and returned, the shares represented will be voted at the
meeting in accordance with the instructions specified in the proxy. If no
instructions are specified, the shares will be voted FOR the proposal as
indicated in the proxy and such votes will be counted toward determining a
quorum.
REVOCABILITY OF PROXY
Any person giving a proxy in the form accompanying this proxy
statement has the power to revoke it at any time before its exercise. The
stockholder may revoke a proxy given in response to this solicitation by
(i) giving written notice of revocation to the Secretary of the Company,
(ii) delivering a later-dated proxy to the Company, or (iii) attending the
meeting and voting in person. Attendance at the meeting will not by itself
revoke a proxy.
ELECTION OF DIRECTORS
The Company has a classified Board of Directors consisting of
two Class I directors, Messrs. Anderson and Foster, two Class II directors,
Messrs. Leahy and Schuette, and two Class III directors, Messrs. Inman and
Cunningham. At each annual meeting of stockholders, directors are elected
for a term of three years to succeed those directors whose terms expire at
that annual meeting.
The nominees for election as Class I directors are Roy I.
Anderson and Michael W. Foster. They have consented to serve as directors,
if elected. Messrs. Anderson and Foster are members of the present Board.
The Class I directors to be elected at the 1996 annual meeting will serve
until the annual meeting of stockholders in 1999 and until their successors
are elected and qualified.
2
<PAGE>
Unless authority to vote for a director or directors is
withheld, the accompanying proxy, if properly executed and returned, will be
voted for the election of the nominees named below. There is no cumulative
voting for directors.
The following table sets forth information with respect to each
person nominated for election as a Class I director and each other
director, including their names and ages as of April 29, 1996, business
experience during the past five years and directorships in other
corporations.
<TABLE>
<CAPTION>
Director Business
Name Age Since Experience
____ ___ ________ __________
CLASS I (NOMINEES FOR TERMS OF OFFICE TO EXPIRE IN 1999):
_______
<S> <C> <C> <C>
Roy I. Anderson 76 1990 Director and Secretary
of the Company (since
1990); sole practitioner
(legal, 1948 to present).
Michael W. Foster 55 1990 Director of the Company
(since 1990); President
of Oregon Pacific
Industries of LaPine,
Oregon (pallet mill
operation) (1988 to
1995); President of
Astoria Pacific
Industries, Inc.
(investment company)
(since 1989); Director
of Collins Northwest,
Inc. (communications)
(since 1993); President
and Director of Airporter
Marketing Company, Inc.
(marketing company) (since
1995); Director of
Investors Marketing
Company, Inc.
(investment company)
(since 1995); educator
(since 1976).
<CAPTION>
CLASS II (DIRECTORS WHOSE TERMS OF OFFICE WILL EXPIRE IN 1997):
________
<S> <C> <C> <C>
Michael B. Leahy 61 1994 Director (since 1994);
self-employed investor.
Arthur P. Schuette 56 1990 Director (since 1990) and
Vice President of Sales
of the Company (since
1991); Treasurer of the
Company (1990-1991) and
Ag-Bag Corporation
(1983-1991), a former
subsidiary.
3
<PAGE>
<CAPTION>
CLASS III (DIRECTORS WHOSE TERMS OF OFFICE WILL EXPIRE IN 1998):
_________
<S> <C> <C> <C>
Larry R. Inman 45 1990 Director, Chairman of the
Board and Chief
Executive Officer of the
Company (since 1990);
President of the Company
since 1993; President of
Ag-Bag Corporation (1984-
1989) and Chairman (1989-
1994) of Ag-Bag
Corporation (former
subsidiary).
Lemuel E. ("Book") 74 1990 Director and Vice
President of the
Cunningham Company
(since 1990); Owner/
operator of Post Oaks
Ranch and Cunningham
Cattle and Feed Company
(since 1958).
</TABLE>
Directors' Meetings and Standing Committees
___________________________________________
MEETINGS. During 1995, six meetings of the Board of Directors
were held. All directors attended more than 75% of the aggregate number of
meetings of the Board and committees of which such director was a member.
COMMITTEES. The Company has a standing Audit Committee which
reviews the Company's annual audit and any comments or management reports
issued in connection therewith and reports to the Board of Directors on any
matters it believes should be brought to the Board's attention. It is also
responsible for reviewing the Company's conflicts of interest, if any, as
required by the NASD and its NASDAQ and reviews matters relating to
disclosure, corporate practices, regulatory and financial reporting,
account procedures and policies, and financial and accounting controls.
The current members of the Audit Committee are directors Foster and Leahy.
The Audit Committee held one meeting in 1995.
The Company also has a committee of three disinterested
directors who administer and make awards under the Company's stock option
plan and its employee stock ownership plan. The current members of the
committee are directors Foster, Leahy and Anderson. It held one meeting in
1995.
The Board of Directors does not have standing compensation or
nominating committees. The Board of Directors will consider nominees for
the Board that are recommended by stockholders. Any stockholder who wishes
to recommend nominees for election as a director at the 1997 annual meeting
should submit his or her recommendations in writing no later than December
29, 1996, to the Company, Attention: Corporate Secretary, 2320 SE Ag-Bag
Lane, Warrenton, Oregon 97146. The stockholder should specify the name of
each proposed nominee and should set forth information as to the nominee's
qualifications for membership on the Board.
4
<PAGE>
COMPENSATION. The members of the Board of Directors do not
receive compensation for serving as members of the Board.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of April 10, 1996, by
(i) each director, director nominee and named executive officer; (ii) each
person known to the Company to be a beneficial owner of more than 5% of the
outstanding Common Stock; and (iii) all directors and executive officers as
a group. Except as otherwise indicated in the notes below, each person
whose ownership is reported has sole voting power and sole dispositive
power as to the number of shares shown.
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Name and Address of Beneficial Class
Beneficial Owner Ownership Outstanding
___________________ __________ ___________
<S> <C> <C>
Lemuel E. Cunningham 1,306,657 (1) 10.84%
7000 W. Seven Rivers Dr.
Crystal River, FL 32629
Larry R. Inman 991,940 8.23%
753 Fifth Street
Hammond, OR 97121
Roy I. Anderson 545,371 4.52%
1555 Washington Street
Blair, NE 68008
Arthur P. Schuette 267,959 (2) 2.22%
513 Porter's Neck Road
Wilmington, NC 28405
Michael W. Foster 211,318 (3) 1.75%
1636 Irving Street
Astoria, OR 97103
Michael B. Leahy 70,000 (4) .58%
2944 S.W. Montgomery Dr.
Portland, OR 97201
All directors and executive officers
as a group (9 persons) 3,764,254 31.23%
______________________________
5
<PAGE>
<FN>
<F1> Held in trust by the Lemuel E. Cunningham Living Trust, of
which Lemuel E. Cunningham and Naomi Ruth Cunningham are the
trustees.
<F2> Held jointly with his wife, except for 980 shares held
directly.
<F3> Mr. Foster is the beneficial owner of 211,318 shares,
consisting of (i) 181,200 shares owned directly, and (ii)
30,118 shares owned by Astoria Pacific Industries, Inc., of
which Mr. Foster is the largest stockholder.
<F4> Includes 35,000 shares owned by Mr. Leahy as Trustee for the
benefit of his wife Ann Leahy and 35,000 shares owned by Ann
Leahy as Trustee for the benefit of Mr. Leahy.
</FN>
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid or to be paid by the Company to (1) all individuals
serving as Chief Executive Officer during the last fiscal year and (2) each
of the four most highly compensated executive officers of the Company whose
total annual salary and bonus exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
_______________________
Annual Compensation Awards Pay-outs
___________________
Other Restricted Securities LTIP Other
Name and Annual Stock Underlying Pay- Compen-
Principal Salary Bonus Compen- Award(s) Options/ outs sation
Position Year ($) ($) sation($) ($) SARs (#) ($) ($)
______________________________________________________________________________
<S> <C> <C> <C>
Larry 1995 99,000 16,583
Inman, 1994 98,400 39,947 (1)
Chief 1993 98,112 0
Executive
Officer
<FN>
<F1> Perquisites and other personal benefits, if any, did not exceed the lesser of $50,000 or 10% of total annual salary
and bonus for any of the periods indicated.
</FN>
</TABLE>
No options or stock appreciation rights were granted during 1995. The
following table summarizes aggregated options and stock appreciation rights
exercised during 1995 by executive officers of the Company named in the Summary
Compensation Table:
6
<PAGE>
AGGREGATED OPTION/SAR EXERCISES
IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
________________________________________________
<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End ($)
Shares
Acquired on Value Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Larry Inman 0 $0 0 $0
________________________________________________________________________________________________________________________________
</TABLE>
COMPLIANCE WITH SECTION 16 FILING REQUIREMENTS
Section 16 of the Securities Exchange Act of 1934, as amended
("Section 16") requires that all executive officers and directors of the
Company and all persons who beneficially own more than 10% of the Company's
Common Stock file certain reports regarding their ownership of and changes
in their ownership of the Company's securities with the Securities and
Exchange Commission.
Based solely upon the Company's review of the copies of the
filings which it received with respect to the fiscal year ended December
31, 1995, or written representations from certain reporting persons, the
Company believes that all reporting persons made all filings required by
Section 16 on a timely basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 11, 1989, Roy I. Anderson loaned the Company
$225,000, which was evidenced by a promissory note bearing interest at the
rate of 12% per annum. The remaining principal balance of $125,000 plus
accrued interest was renegotiated effective November 1993 to be due and
payable on December 31, 1995. The promissory note was paid off on December
10, 1995.
As of December 31, 1991, the Company had outstanding a loan from
Lemuel E. Cunningham in the amount of $250,000. It is evidenced by a
promissory note dated July 17, 1989, which bears interest at the rate of
12% per annum and was renegotiated effective November 1993 to be due on
December 31, 1995. The promissory note was paid off on December 10, 1995.
On April 25, 1995, Roy I. Anderson loaned the Company $75,000,
which was evidenced by a promissory note bearing interest at the rate of
10% per annum. The company is making equal monthly payments on the
promissory note which is to be paid off on April 30, 2000.
7
<PAGE>
Currently, there are 174,000 outstanding shares of Preferred
Stock, Series A, which are owned by the Lemuel E. Cunningham Trust and by
members of his family. The Company has obtained and currently maintains
life insurance on the life of Mr. Cunningham in the amount of $1,000,000
for the purpose of redeeming the Preferred Stock in the event of his death.
In such event, the Company presently intends to redeem such Preferred Stock
and may use any excess proceeds to reduce or retire any then outstanding
loan or loans to the Company from Mr. Cunningham.
STOCKHOLDER PROPOSALS
Any stockholder proposals to be considered for inclusion in the
proxy materials for the Company's 1997 annual meeting must be received at
the principal executive offices of the Company not later than December 29,
1996.
INDEPENDENT PUBLIC ACCOUNTANTS
Effective May 6, 1994, the Company engaged KPMG Peat Marwick as
its independent accountants and on May 9, 1994 the Company dismissed Price
Waterhouse as its independent accountants.
The reports of Price Waterhouse on the financial statements for
the past two years of the Company did not contain any adverse opinion or
disclaimer of opinion nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. The decision to
dismiss Price Waterhouse was recommended by the Audit Committee and
approved by the Board of Directors of the Company. During the two fiscal
years immediately prior to dismissing Price Waterhouse, there have been no
disagreements with Price Waterhouse on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure.
8
<PAGE>
Representatives of KPMG Peat Marwick are not expected to be
present at the annual meeting and are not expected to make a statement at
the annual meeting or be available to respond to questions.
TRANSACTION OF OTHER BUSINESS
The Company is not aware of any other business to be presented
at the annual meeting other than the matters described above. If other matters
properly come before the meeting, the proxyholders intend to vote proxies
in accordance with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Roy I. Anderson
Roy I. Anderson, Secretary
9
<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 <SUBSECTION> 240.14a-11(c) or
<SUBSECTION> 240.14a-12
AG-BAG INTERNATIONAL LIMITED
___________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
______________________________________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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>
AG-BAG INTERNATIONAL LIMITED
ANNUAL MEETING -- JUNE 3, 1996
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Larry Inman and Lou Ann Tucker, and each of
them, proxies with power of substitution to vote on behalf of the
undersigned all shares which the undersigned may be entitled to vote at the
annual meeting of stockholders of Ag-Bag International Limited to be held
at 2320 SE Ag-Bag Lane, Warrenton, Oregon, on June 3, 1996, at 9:00 A.M.
Pacific Daylight Time, or at any adjournment or adjournments thereof, with
all powers that the undersigned would possess if personally present, with
respect to the following:
1. ELECTION OF CLASS I DIRECTORS - PROPOSED BY BOARD OF DIRECTORS
/ / FOR all nominees listed below (except as marked to the contrary
below) or, if any named nominee is unable to serve, for a
substitute nominee.
/ / WITHHOLD AUTHORITY to vote for all nominees listed below.
ROY I. ANDERSON and MICHAEL W. FOSTER
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
_______________________________ ______________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED ABOVE.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1. THE PROXIES MAY VOTE IN THEIR DISCRETION AS TO OTHER MATTERS
WHICH MAY PROPERLY COME BEFORE THE MEETING.
Date: ___________________, 1996
____________________________________________
Stockholder's Signature
____________________________________________
Stockholder's Signature (if shares are held
jointly)
Please date and sign exactly as your name appears
hereon, including designation as executor,
trustee, etc., if applicable. When shares are
held jointly, each joint owner should sign. If
a corporation, please sign in full corporate name
by the president or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE
_____________________________________________________________________
ENCLOSED ENVELOPE.
__________________
