<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
DYNA GROUP INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
DYNA GROUP INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 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> 2
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 13, 1995
TO THE STOCKHOLDERS OF DYNA GROUP INTERNATIONAL, INC.
The Annual Meeting of Stockholders of DYNA GROUP INTERNATIONAL, INC. will be
held Thursday, July 13, 1995 at the Company's Headquarter Offices, 1801 W. 16th
Street, Broadview, Illinois at 10:00 a.m. C.D.S.T. for the following purpose:
(1) to elect three directors until the next Annual Meeting of Stockholders
and until their successor shall have been elected and qualified.
Only stockholders of record at the close of business on May 31, 1995 will be
entitled to notice of, and vote at, the meeting.
By Order of the Board of Directors
Broadview, Illinois /S/JEFFREY L. SMITH
June 6, 1995 -----------------------
Secretary
<PAGE> 3
DYNA GROUP INTERNATIONAL, INC.
1801 W. 16th Street
Broadview, IL. 60153
(Address of Principal Executive Office)
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To be Held July 13, 1995
GENERAL
SOLICITATION OF PROXIES
This Proxy Statement is furnished to the stockholders of Dyna Group
International, Inc., a Nevada Corporation ("the "Company), in connection with
the solicitation by and on behalf of the Board of Directors of proxies to be
voted at an Annual Meeting of Stockholders of the Company. In addition to
solicitation of proxies by use of mails, proxies may be solicited by the
officers and regular employees of the Company, without remuneration, by
telephone, telegraph, cable or personal interview. The Company will bear all
costs of solicitation. The Company will also request brokerage houses,
nominees, custodians and fiduciaries to forward proxy material to the
beneficial owners of shares held of record by them and reimburse their
expenses.
The approximate date on which this Proxy Statement and accompanying Proxy will
first be sent or given to stockholders is June 6, 1995.
TIME AND PLACE OF MEETING
The Annual Meeting of Stockholders will be held at the Company's Executive
Office, 1801 W. 16th Street, Broadview, Illinois at 10:00 a.m., Central
Daylight Savings Time on July 13, 1995. A copy of the notice of meeting
accompanies this Proxy Statement.
SECURITIES ENTITLED TO VOTE AND RECORD DATE
The Board of Directors has fixed the close of business on May 31, 1995 as the
date for determining stockholders entitled to receive notice of and to vote at,
the Annual Meeting. On that date the Company had 7,465,147 shares of Common
Stock outstanding, which are the only securities of the Company entitled to
vote at the stockholders meeting. Stockholders on that date will be entitled to
notice and will be entitled to one vote for each share held of record on such
record date.
REVOCABILITY OF PROXY
Stockholders who execute proxies may revoke them by giving written notice to
the Secretary of the Company at any time before such proxies are voted.
Attendance at the meeting shall not have the effect of revoking a proxy unless
the stockholder so attending shall, in writing, so notify the Secretary of the
meeting at any time prior to the voting of the proxy.
<PAGE> 4
All proxies received pursuant to this solicitation will be voted except as to
matters where authority to vote is specifically withheld and, where a choice is
specific as to the proposal, they will be voted in accordance with such
specification. If no instructions are given, the persons named in the proxy
solicited by the Board of Directors of the Company intend to vote for the
nominees for election as directors of the Company listed below.
ELECTION OF DIRECTORS
Three directors are to be elected at the meeting for terms of one year each
(subject to the Company's By-Laws). Each director shall hold office until the
next Annual Meeting of Stockholders and until his respective successor shall be
elected and qualified. The Company proposes that the stockholders elect Mr.
Roger R. Tuttle, Mr. William M. Sandstrom and Mr. Jeffrey L. Smith to serve
until the next Annual Meeting of Stockholders and until their successors are
elected and qualified. Officers and Directors holding 45.88% of the Company's
Common Stock will vote for the nominees as presented.
Directors of the Company will be elected by a plurality vote of the outstanding
shares of Common Stock present and entitled to vote at the meeting. Directors
currently are not paid any fees for attendance at meetings of The Board of
Directors.
The nominees have indicated that they are willing and able to serve as
directors if elected. If the nominees should become unable or unwilling to
serve, it is the intention of the persons designated as proxies to vote
instead, at their discretion, for such other person(s) as may be designated as
nominee(s) by the Management of the Company.
The following is information with respect to the nominees and their security
holdings has been furnished by them to the Company.
<TABLE>
<CAPTION>
Name, Age
- ---- --- Served as Common Stock Percent of
Principal Director Since Beneficially Common Stock
Occupation and -------------- Owned as of Beneficially
Business Experience May 31 1995 Owned
- ------------------- ------------ -------------
<S> <C> <C> <C> <C>
Roger R. Tuttle 47 1986 3,345,000 (a) 44.81%
Chief Executive
Officer and Chairman
of the Board (1)
William M. Sandstrom 48 1991 14,000 .19%
Treasurer, Controller
and Director (2)
Jeffrey L. Smith 39 1992 66,000 .88%
Secretary and
Director (3)
All officers and
directors as a group
3 persons 3,425,000 45.88%
</TABLE>
- 2 -
<PAGE> 5
(a) Includes 12,000 shares which, in December 1994, Mr. Tuttle gifted to
each of his two minor children; he retains guardianship and voting
rights.
All Directors of the Company serve in such capacity until the next Annual
Meeting of the Company's stockholders following their election and until their
successors have been elected and qualify. Subject to their contract rights as
to compensation, officers may be removed with or without cause, at any time, by
a majority of the Board of Directors.
(1) ROGER R. TUTTLE, has served as Chairman of the Board of Directors and Chief
Executive Officer of the Company since August 1986. Mr. Tuttle served as
President of Great American Products from 1974 to September 1989, and resumed
that position in December, 1991. Mr. Tuttle has also served as Secretary of
Great American Marketing Services from October, 1989 until September, 1992 when
this subsidiary was discontinued. Further, Mr. Tuttle has served as Vice
President of XLM, Inc. a subsidiary of the Company from 1984 until April, 1993
when this subsidiary was discontinued.
(2) WILLIAM M. SANDSTROM has served as Treasurer and Controller of the
Company since September 1989 and Controller since 1988. Prior to this, and
since 1982, Mr. Sandstrom was Director of Administration of Ashland Products
Company, an injection molder of engineered thermo plastics. Mr. Sandstrom was
appointed Secretary and Director in December 1991.
(3) JEFFREY L. SMITH has served as Vice President and General Manager of Great
American Products since October 1991. Prior to this and since 1985 Mr. Smith
served as the General Manager of Great American's retail division. Mr. Smith
was appointed Secretary and Director in October 1992.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table provides information as of May 26, 1995 for each person who
beneficially owned more than five (5%) percent of the Company's Common Stock.
<TABLE>
<CAPTION>
Name and Address of Shares of Common Stock Percent of
Beneficial Owners Beneficially Owned Common Stock
- ----------------- ---------------------- -------------
<S> <C> <C>
Roger R. Tuttle 3,345,000 44.81%
1801 W. 16th Street
Broadview, IL. 60153
Gerald T. Kennedy
Kennedy Capital Management, Inc. 414,450 (1) 5.55%
425 N New Ballas Rd. No. 181
St. Louis, Mo. 63141
</TABLE>
(1) Based upon information provided in Schedule 13G filed with the Securities
and Exchange Commission on February 13, 1995 these shares are beneficially
held, with shared voting power, by Kennedy Capital Management, Inc., a
registered investment advisor with discretionary accounts.
-3-
<PAGE> 6
THE BOARD OF DIRECTORS AND ITS COMMITTEE
The Board of Directors held seven meetings in 1994 and all directors attended
at least 75% of such meetings. The Board of Directors does not have an audit or
nominating committee. However, the Board does have a Compensation Committee
comprised of Mr. Tuttle and Mr. Smith. The Committee's duties are to review
executive compensation and make recommendations to the Board concerning
compensation level of officers. The Compensation Committee held no meetings in
1994.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes information concerning the compensation of the
Chief Executive Officer. No other officers are included in this table as their
respective aggregate compensations did not exceed $100,000.00.
<TABLE>
<CAPTION>
Long-Term
Name and Annual Compensation All Other
Principal Compensation Stock Compen-
Position Year Salary Bonus Other Options sation
<S> <C> <C> <C> <C> <C> <C>
Roger R. Tuttle 1994 $133,600 $5,000 $1,959 $ -0- N/A
Chief Executive 1993 122,000 -0- 1,725 -0- N/A
Officer 1992 117,645 -0- 1,924 -0- N/A
</TABLE>
The Company does not presently have any stock option plans, or stock bonus
plans.
Directors currently are not paid any fees for attendance at meetings of the
Board of Directors.
COMPENSATION PURSUANT TO PLAN
The Company has a Profit Sharing Trust for eligible employees. Employees of the
Company who have completed one year of service are eligible to participate in
the Trust under which the Company contributes amounts determined from time to
time at its discretion. Company contributions vest in specified percentages per
year commencing after 2 years and generally become fully vested after 6 years
of employment with the Company. The annual contributions and forfeitures
allotted to any participant may not exceed the lesser of $30,000 or 25% of the
participant's total compensation. Benefits generally are payable upon death or
upon the later of termination of employment with the Company or age 65. Mr.
Tuttle's account balance under the trust as of the year ended December 31, 1994
was $122,531.
-4-
<PAGE> 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has a note payable to Mr. Tuttle which is summarized as follows:
Unsecured promissory note, due December 14, 1995,
interest payable at prime plus 1/2%
(9% at December 31, 1994) $500,000 (1)
(1) In December 1994, the Company borrowed $560,000 from a bank to repay
the long-term debt due to Mr. Tuttle, concurrently Mr. Tuttle loaned
the Company $500,000 as evidenced by a promissory note due December
14, 1995 with interest a prime plus 1/2 percent. The proceeds from
this loan were used to reduce current indebtedness to the bank.
MISCELLANEOUS
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Officers and directors, and persons who own more than ten-percent or a
registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the NASD. Officers, directors and greater than ten-percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on a review of such reports furnished
to the Company, or written representations from the Company's officers,
directors and greater than ten-percent beneficial owners that during 1994 all
section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were complied with.
AUDITORS
The Board of Directors has selected Arthur Andersen to serve as its Independent
Auditors for the year ended December 31, 1994. A representative of that firm
may be present at the Annual Meeting of Stockholders to respond to appropriate
questions.
A copy of the Company's Annual Report for the year ended December 31, 1994 is
included with this Proxy Statement.
STOCKHOLDER PROPOSALS FOR NEXT YEAR
Any stockholder desiring to submit any proposal for consideration at the
Company's Annual Meeting of Stockholders for the fiscal year ending December
31, 1995 must deliver such proposal to the Company's offices no later than
January 31, 1996.
-5-
<PAGE> 8
THER BUSINESS
The Board of Directors know of no business that will come before the meeting
for action except as described in the accompanying Notice of Meeting. However,
as to any such business, the person(s) designated as proxies will have
discretionary authority to act in their best judgment.
FORM 10-K
A copy of the Company's Annual Report on Form 10-K is available without charge
by writing to:
Kevin P. McCue
Dyna Group International, Inc.
1801 W. 16th Street
Broadview, Illinois 60153
By Order of the Board of Directors
Broadview, Illinois /S/JEFFREY L. SMITH
June 6, 1995 -----------------------------------
Jeffrey L. Smith, Secretary
-6-
<PAGE> 9
DYNA GROUP INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING JULY 13, 1995, BROADVIEW, ILLINOIS
The undersigned hereby appoints Roger R. Tuttle, William M. Sandstrom and
Jeffrey L. Smith, and each or any of them, proxies for the undersigned, with
full power of substitution, to represent and vote the shares of the undersigned
at the Annual Meeting of stockholders of Dyna Group International, Inc., to be
held at the Company's Executive Office, Broadview, Illinois on July 13, 1995,
or any adjournments thereof, on the following matters:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL (1)
(1) Election of Directors (Roger R. Tuttle, William M. Sandstrom and
Jeffrey L. Smith)
Mark One: [ ] FOR all nominees listed above.
[ ] FOR all nominees listed above except_____________________.
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
(2) In their discretion on such business as may properly
come before the meeting.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
NOMINEES LISTED IN PROPOSAL (1).
(Please Sign on Other Side)
Date____________________________________
Please Sign_____________________________
________________________________________
Number of Shares________________________
PLEASE DATE AND SIGN EXACTLY AS ON YOUR STOCK CERTIFICATE(S). JOINT ACCOUNTS
MUST BE SIGNED WITH ALL NAMES. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC. SHOULD
SO INDICATE.
(Proxy Card)
