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.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
DYNA GROUP INTERNATIONAL, INC.
1661 S. Seguin Avenue, New Braunfels, TX 78130
(Address of Principal Executive Office)
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 15, 1999
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 employees of the Company, without
remuneration, by telephone, telegraphy, 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 14, 1999.
Time and Place of Meeting
The Annual Meeting of Stockholders will be held at the Company's office
at 1661 South Seguin Avenue, New Braunfels, Texas at 10:00am, Central
Daylight Savings Time on July 15, 1999. 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, 1999 as
the date for determining stockholders entitled to receive notice of and
to vote at, the Annual Meeting. On that date the Company had 7,497,175
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.
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.
<PAGE>
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. Jeffrey L. Smith, and Mr.
Mark W. Gottsacker to serve until the next Annual Meeting of Stockholders
and until their successors are elected and qualified. Officers and
Directors holding 45.66% 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 as furnished by them to the Company.
<TABLE>
Common Stock Percent of
Name, Principal Beneficially Common Stock
Occupation & Age Served as Owned as of Beneficially
Business Director May 31, 1999 Owned
Experience Since
<S> <C> <C> <C> <C>
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Roger R. Tuttle, 51 1986 3,331,778 (a) 44.44%
CEO and
Chairman of
the Board
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Jeffrey L. Smith 43 1992 87,000 1.16%
Secretary and
Director
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Mark W. Gottsacker 43 1998 5,000 .06%
Treasurer and
Director
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All officers and 3,423,778 45.66%
directors as a
group - 3 persons
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(a) Includes 103,000 shares each, that Mr. Tuttle gifted to his two
minor children since December 1996; he retains guardianship and voting
rights.
</TABLE>
<PAGE>
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.
(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.
(2) Jeffrey L. Smith has been employed with Great American Products
since 1985. Mr. Smith has served as Vice President and General
Manager of the Company since October 1991. He has an Associates
Degree from the University of Arkansas (1978). Mr. Smith was
appointed Secretary and Director in October 1992.
(3) Mark W. Gottsacker has served as Treasurer and a Director since July
1998. Mr. Gottsacker has served as Vice President of Sales of Great
American Products since June 1997, which is when his employment with
Great American Products began. From 1993 to 1997, Mr. Gottsacker
was the general manager of Alamo Harley Davidson.
Principal Holders of Voting Securities
The following table provides information as of May 31, 1999 for each
person who beneficially owned more than five percent (5%) of the
Company's Common Stock.
<TABLE>
Name and Address of Shares of Common Stock Percent of Common
Beneficial Owners Beneficially Owned Stock
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<S> <C> <C>
Roger R. Tuttle
1661 S. Seguin Avenue 3,331,778 44.44%
New Braunfels, TX 78130
</TABLE>
THE BOARD OF DIRECTORS AND ITS COMMITTEE
The Board of Directors held three meetings in 1998 and all directors
attended all 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 one meeting in 1998.
<PAGE>
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.
<TABLE>
Name Annual Compensation
& Principal Stock All
Position Year Salary Bonus Other Options Other
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<S> <C> <C> <C> <C> <C> <C>
Roger R. 1998 $141,163 -0- -0- -0- N/A
Tuttle, CEO
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1997 $138,500 -0- $3,850 -0- N/A
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1996 $141,000 -0- $3,850 -0- N/A
</TABLE>
The Company does not presently have any stock option plans or stock bonus
plans.
Compensation Pursuant to Plan
The Company has a Profit Sharing Plan and Trust for eligible employees.
Employees of the Company who have completed one year of service are
eligible to participate in the Plan 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 six 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 termination of employment with the Company or age 65.
Participants' account balances under the Trust as of the year ended
December 31, 1998 for Mr. Tuttle and for all executive officers as a
group, were $227,020 and $254,025 respectively.
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, 1999, interest payable
at prime plus 1/2% (8.75% at December 31, 1998) $520,533
<PAGE>
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 (10%) of 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 10% 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 10% beneficial owners, during 1998
all section 16(a) filing requirements applicable to its Officers,
Directors and greater than 10% beneficial owners were complied with.
Auditors
The Board of Directors selected Padgett, Stratemann & Co., L.L.P. to
serve as Independent Auditors for the year ended December 31, 1998.
A copy of the Company's Annual Report for the year ended December 31,
1998 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, 1999 must deliver such proposal to the Company's New
Braunfels, Texas office no later than January 31, 2000.
Other Business
The Board of Directors knows 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 judgement.
Form 10-K
The Company's Form 10-K is part of this year's annual report. A copy of
the Company's current 10-Q is available at no cost by writing to:
Investor Relations, Dyna Group International, Inc., 1661 S. Seguin
Avenue, New Braunfels, TX 78130.
By order of the Board of Directors
/s/ Jeffrey L. Smith
New Braunfels, Texas Jeffrey L. Smith
June 11, 1999 Secretary
<PAGE>
DYNA GROUP INTERNATIONAL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING JULY 15, 1999, NEW BRAUNFELS, TEXAS
The undersigned hereby appoints Roger R. Tuttle, Jeffrey L. Smith and Mark
W. Gottsacker 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 Office, in New Braunfels, Texas on July 15, 1999, 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, Jeffrey L. Smith and
Mark W. Gottsacker)
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)
<PAGE>
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)
