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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 [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
CONSULIER ENGINEERING, INC.
- --------------------------------------------------------------------------------
(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] 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
CONSULIER ENGINEERING, INC.
169 Tequesta Drive, Suite 31-E
Tequesta, Florida 33469
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
OCTOBER 28, 1997
The annual meeting of the shareholders of Consulier Engineering, Inc. (the
"Corporation") will be held on Tuesday, October 28, 1997, at 4:00 P.M. at the
Corporate Headquarters of Mosler Automotive, 2391 Old Dixie Highway, Riviera
Beach, Florida 33404, for the following purposes:
1. To elect six (6) directors to serve until the next Annual Meeting of
Shareholders or until their successors are elected and qualified.
2. To approve the appointment of independent auditors.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Shareholders of record at the close of business on September 5, 1997, are
entitled to notice of and to vote at the meeting.
Shareholders who do not expect to attend the meeting are requested to sign
the enclosed proxy and return it immediately in the enclosed envelope in order
that their shares may be represented at the meeting.
By Order of the Board of Directors
Ralph D. Butler, Secretary
Tequesta, Florida
September 12, 1997
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YOUR PROXY IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE
ACCOMPANYING PROXY IN THE SELF-ADDRESSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
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CONSULIER ENGINEERING, INC.
169 TEQUESTA DRIVE, SUITE 31-E
TEQUESTA, FLORIDA 33469
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 28, 1997
INTRODUCTION
This Proxy Statement, with the accompanying proxy card, is furnished to
shareholders of Consulier Engineering, Inc., a Florida corporation (the
"Corporation"), in connection with the solicitation of proxies by the Board of
Directors of the Corporation for use at the 1997 Annual Meeting of Shareholders
to be held on October 28, 1997, or at any adjournment or adjournments thereof.
The meeting will be held at the Corporate Headquarters of Mosler Automotive,
2391 Old Dixie Highway, Riviera Beach, FL 33404. Proxy material is being mailed
on or about September 23, 1997, to the Corporation's shareholders.
SHAREHOLDERS ENTITLED TO VOTE
Each holder of record of the Corporation's common stock as of the close of
business on September 5, 1997, will be entitled to vote at the shareholders'
meeting and any adjournments thereof. Each shareholder will be entitled to one
vote on each proposal for each share of common stock of the Corporation held as
of such date. At the close of business on September 19, 1997, there were
2,477,685 shares of the Corporation's common stock issued and outstanding.
Notwithstanding the record date specified above, the stock transfer books of the
Corporation will not be closed and stock may be transferred subsequent to the
record date, although all votes must be cast in the names of the shareholders of
record as of the record date.
VOTE REQUIRED
The matters which may be considered and acted upon by the shareholders at
the meeting require approval by the affirmative vote of at least a majority of
the votes cast by the shareholders present in person or by proxy and
constituting a quorum at the annual meeting.
A shareholder may abstain or withhold his vote (collectively,
"abstentions") with respect to each item submitted for shareholder approval.
Abstentions will be counted for purposes of determining the existence of a
quorum. Abstentions will be counted as not voting in favor of the relevant item.
Since the election of directors and the approval of the appointment of auditors
is determined by the votes cast, abstentions will not affect such election or
approval.
A broker who holds shares in street name has the authority to vote on
certain items when he has not received instructions from the beneficial owner.
Except for certain items for which
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<PAGE> 4
brokers are prohibited from exercising their discretion, a broker is entitled to
vote on matters put to shareholders without instructions from the beneficial
owner. Where brokers do not have or do not exercise such discretion, the
inability or failure to vote is referred to as a broker nonvote. Under the
circumstances where the broker is not permitted to or does not exercise its
discretion, assuming proper disclosure to the Corporation of such inability to
vote, broker nonvotes will be counted for purposes of determining the existence
of a quorum, but also will be counted as not voting in favor of the particular
matter. Since each of the matters submitted for shareholder approval is a matter
for which a broker may exercise its discretion or is a matter that will be
determined by a majority of the votes cast, broker nonvotes, if any, will not
have any effect on the outcome of any matter submitted for shareholder approval.
PROXIES
If the enclosed form of proxy is executed and returned, it may nevertheless
be revoked at any time before it has been exercised, but if it is not revoked,
the shares represented thereby will be voted by the persons designated in such
proxy. Shares represented by the proxies received will be voted in accordance
with the instructions therein. In the absence of instructions, proxies will be
voted FOR the election as directors of the nominees for directors named herein
and the approval of the appointment of BDO Seidman, LLP as independent auditors
of the Corporation for the year ending December 31, 1997.
It should be noted that Warren B. Mosler, Chairman of the Board of
Directors of the Corporation, has the right to vote sufficient shares to cause
each of the proposed actions to be approved without any other shares being voted
in favor thereof at the Annual Meeting of Shareholders. Mr. Mosler has indicated
his intention to vote all of his shares for approval of the persons nominated as
directors, and for re-appointment of the Corporation's existing independent
auditors. Accordingly, any negative vote which a shareholder may cast will not
have any effect on the outcome of any of the matters discussed in this proxy.
PROXY SOLICITATION
This Proxy Statement, the accompanying form of proxy, and the Corporation's
Annual Report on Form 10-KSB for the year ended December 31, 1996, are being
mailed on or about September 23, 1997, to shareholders entitled to vote at the
Annual Meeting. The cost of solicitation of proxies will be borne by the
Corporation. In addition to the use of the mails, proxy solicitations may be
made by telephone and personal contact by officers, directors and employees of
the Company. The Company will, upon request, reimburse brokerage houses and
persons holding shares in their names or in the names of nominees for their
reasonable expenses incurred in sending soliciting material to their principals.
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PROPOSAL ONE
ELECTION OF DIRECTORS
The Board of Directors has nominated the six (6) persons named below for
election as directors, each to hold office until the next Annual Meeting of
Shareholders and until his or her respective successor has been duly elected and
qualified. Each nominee is a member of the current Board of Directors, having
been elected at the last Annual Meeting of Shareholders held on July 9, 1996.
All nominees have consented to serve as directors. The Board of Directors
believes that the nominees will be available and able to serve as directors, but
if for any reason any of these persons should not be available or able to serve,
the persons named in the proxy may exercise discretionary authority to vote for
substitutes proposed by the Board of Directors of the Corporation.
The following table sets forth certain information, as of the Record Date,
concerning the nominees for election as directors of the Corporation. For
information as to the shares of Common Stock held by each nominee, see the
section "Securities Ownership of Certain Beneficial Holders and Management"
elsewhere in this Proxy Statement.
OTHER
DIRECTOR POSITION(S)
NAME AGE SINCE WITH COMPANY
--------------------------------------------------------------------
Warren B. Mosler 47 1985 Chairman of the Board
Alan R. Simon, Esq. 46 1985 None
Charles E. Spaeth 72 1992 Chief Engineer
Burck E. Grosse 66 1992 None
William R. Locke 50 1992 None
Richard Hornstrom 36 1995 None
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EXECUTIVE OFFICERS
As of the record Date, the executive officers of the Corporation were as
follows:
YEAR BECAME
EXECUTIVE
NAME AGE TITLES OFFICER
- -------------------------------------------------------------------------------
Warren B. Mosler 47 Chairman of the 1985
Board
Michael G. Maguire 59 President and Chief 1997
Executive Officer
Ralph D. Butler 50 Secretary,Treasurer 1996
and Chief Financial
Officer
Executive officers who are not also directors serve at the discretion of
the Board of Directors.
BUSINESS HISTORY OF DIRECTORS AND EXECUTIVE OFFICERS
The principal occupation of each executive officer of the Corporation and
nominee for director is set forth below. All of the executive officers and
directors are elected annually, or until their successors have been duly
elected.
Warren B. Mosler is the Chairman of the Board of Directors. Mr. Mosler has
served as Chairman since inception of the Corporation and Chief Executive
Officer from inception to March 1989 and from August 1989 to May 1994. From 1983
to the present, Mr. Mosler has been a principal in Adams, Viner & Mosler, Ltd.,
as a broker/dealer engaged in arbitrage and government securities trading in
West Palm Beach, Florida.
Michael G. Maguire is the Corporation's President and Chief Executive
Officer. He was elected to these offices in April 1997. Prior to joining the
Corporation in October 1995 as Manager of Business Development, he was employed
in engineering, technology planning and program management at United
Technologies Corporation's Pratt & Whitney Division. From 1960 to 1976 Mr.
Maguire worked at Pratt & Whitney's Commercial Engine Business Division in East
Hartford, Connecticut. Transferring to the Government Engine and Space
Propulsion Division in West Palm Beach, Florida, Mr. Maguire held various
management positions in their engineering and program management departments
from 1976 through 1993.
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Ralph D. Butler is Secretary, Treasurer and Chief Financial Officer. He was
elected to these offices in May 1996. Prior to joining the Corporation he was
Chief Financial Officer of Harold Grant, Inc., a multi-state high end clothing
retailer. From 1990 to 1995, Mr. Butler was with Governors Bank Corporation, a
Bank Holding Company, where he was Senior Vice President, Cashier and Chief
Financial Officer.
Alan R. Simon is a director and the Corporation's General Counsel. He has
been in the private practice of law in Boca Raton, Florida since 1982.
Charles E. Spaeth is a director and was the Corporation's Acting President
and Chief Executive Officer from February 1996 to April 1997. He was employed as
a Senior project Engineer for Pratt & Whitney Aircraft from 1949 until his
retirement in 1990.
Burck E. Grosse has been President of BG Consulting Group, Inc., from 1991
to the present. From 1987 until 1991 he was Senior Vice President, Lear Group,
Inc., a general contracting firm. He worked at General Motors Corporation from
1948 until 1987, where he last served as General Director, Technical Services.
William Locke has been employed by First Bank of Florida from 1971 to the
present. He is currently Consumer Loan Officer and Coordinator of Indirect
Dealer Lending.
Richard Hornstrom has been a Vice President and registered representative
in fixed income securities with Lutrell Capital Corporation of Tampa, Florida,
from 1988 to 1995. Presently, he is President of Trojan, Inc., a commodity
trading advisor and commodity pool operator.
BOARD MEETINGS
During calendar year 1996 through September 5, 1997, one meeting of the
Corporation's Board of Directors was held. All elected members of the Board
attended this meeting.
BOARD COMMITTEES
The Board of Directors of the Corporation have the following committees
with members as listed:
Executive Committee Warren B. Mosler
Alan R. Simon
Affiliated Transaction Burck E. Grosse
Committee William R. Locke
Alan R. Simon
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Audit Committee William R. Locke
Alan R. Simon
The Executive Committee's functions include approval of all investments of
the Corporation not otherwise approved by the full Board of Directors. The
Affiliated Transaction Committee's functions include approval of all of the
Corporation's transactions with related individuals, including significant
shareholders, officers and directors. The Audit Committee's functions include
review of various matters relating to the Corporation's financial statements.
No meeting of any Committee was held in 1996.
The Board of Directors does not have a compensation committee.
COMPENSATION OF DIRECTORS
The Board of Directors received no cash compensation during the fiscal year
ended December 31, 1996. The Corporation does reimburse out-of-pocket expenses
for attendance at meetings.
FAMILY RELATIONSHIPS
No family relationships exist amongst the directors and officers of the
Corporation. Messrs. Mosler and Simon have been directors since the inception of
the Corporation.
SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that
executive officers and directors of the Corporation file reports of stock
ownership and changes in ownership with the Securities and Exchange Commission
on Forms 3 (initial statement of ownership), 4 (monthly reports), and 5 (annual
reports). Based solely upon a review of copies of such reports or
representations that no annual reports on Form 5 for the 1996 fiscal year were
required to be filed by officers or directors, the Corporation believes that
Section 16(a) filing requirements applicable to its officers and directors were
complied with during fiscal year 1996, execpt that Chairman of the Board Warren
B. Mosler did not file timely one Form 4 to report four transactions to purchase
7,500 shares on February 5, 1996, 5,000 shares on February 9, 1996, 1,500 shares
on February 13, 1996 and 3,500 shares on February 21, 1996. On May 24, 1996 a
Form 4 was filed to report these purchases of common stock.
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SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of the Record Date, certain information
regarding the beneficial ownership of shares of common stock by each person
known by the Corporation to be the beneficial owner of more than 5% of
outstanding common stock, by each director and each of the named executive
officers of the Corporation and by all directors and executive officers as a
group. Except as indicated in the footnotes, all of such shares of common stock
set forth in the following table are owned directly, and the indicated person
has sole voting and investment power with respect to all common stock shown as
beneficially owned by such person:
NAME AND AMOUNT AND PERCENT OF
TITLE ADDRESS OF NATURE OF CLASS
OF BENEFICIAL BENEFICIAL
CLASS OWNER OWNERSHIP
- -------------------------------------------------------------------------------
Common Warren B. Mosler 1,984,690(1) 79.3%
Stock 483 S. Beach Rd.
Hobe Sound, FL 33455
Common Alan R. Simon 90,000(2) 3.6%
Stock 7777 Glades Rd., 204
Boca Raton, FL 33434
Common Burck E. Grosse 12,500(3) (7)
Stock 11 Huntly
PB Gardens, FL 33418
Common Richard N. Hornstrom 15,950 (7)
Stock 170 River Drive
Tequesta, FL 33469
Common Michael G. Maguire --
Stock 5438 Shirley Dr.
Jupiter, FL 33458
Common Charles Spaeth 5,000(4) (7)
Stock 13 Paddock Circle
Tequesta, FL 33469
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Common William R. Locke 5,000(5) (7)
Stock P.O. Box 3405
Tequesta, FL 33469
Common Ralph D. Butler 200 (7)
Stock 12021 68th St., N.
West Palm Beach, FL 33412
All directors and executive
officers as a group 2,113,340(6) 84.55%
- -------------------------
(1) Includes 3,510 employee stock options which are currently exercisable.
(2) Includes 90,000 stock options which are currently exercisable.
(3) Includes 12,500 stock options which are currently exercisable.
(4) Includes 5,000 stock options which are currently exercisable.
(5) Includes 5,000 stock options which are currently exercisable.
(6) Includes shares of common stock issuable upon the exercise of options
which are currently exercisable.
(7) Does not exceed 1% of the class.
- -------------------------
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Corporation and its subsidiaries during the fiscal years 1994, 1995,
and 1996 for services rendered to the Corporation and its subsidiaries during
such years by the Corporation's Chairman of the Board. No Executive Officer of
the Corporation received compensation that exceeded $100,000 in any of the
listed years.
SUMMARY COMPENSATION TABLE
NAME AND FISCAL
PRINCIPAL POSITION YEAR SALARY
- -------------------------------------------------------------------------------
Warren B. Mosler, 1996 $ 75,000
Chairman of the Board 1995 $ 75,000
1994 $ 75,000
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Certain columns have been omitted from the above table because there is no
compensation required to be reported in such columns.
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
The Corporation did not award any options or stock appreciation rights to
any person during the three fiscal years.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AVM, a broker/dealer in U.S. Government securities formed in October 1983,
is an Illinois limited partnership located in West Palm Beach, Florida. AVM is
registered with the Commodity Futures Commission as a Futures Commission
Merchant ("FCM") and conducts its FCM business with other broker/dealers on a
fully disclosed basis. AVM is registered as a broker/dealer with the Securities
and Exchange Commission, and is a member of the National Association of
Securities Dealers, Inc. The firm is generally engaged in the brokerage of U.S.
Government securities, other fixed income instruments, and arbitrage
transactions and presently employs 63 people in addition to its three general
partners. Mr. Mosler is one of the founders of AVM and is a general partner.
Under the partnership agreement, Consulier may withdraw all or any portion
of its capital account upon thirty (30) days' written notice. On October 1,
1996, Consulier reduced its investment in AVM by $292,403. Also, AVM's general
partners may cause withdrawal of the Corporation from the partnership through
payment of fair market value of the Corporation's capital account.
As of December 31, 1996, and June 30, 1997, the Corporation's limited
partnership interest represented approximately ten percent (10%), respectively,
of AVM's total partnership capital. Allocation of the partnership's income to
its partners varies based on amounts of appreciation of the partnership's assets
and operating profits of the partnership. Based on earnings distributions
provided in the partnership agreement, the Company was allocated approximately
seven percent (7%) of AVM's earnings during 1996 totaling approximately
$1,831,000. During the first six months of 1997, the Corporation was allocated
approximately six percent (6%) of AVM's earnings totaling approximately
$639,000.
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PROPOSAL TWO
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has reappointed BDO Seidman, LLP as the independent
auditors of the Corporation for the year ending December 31, 1997. Although not
required to do so, the Board of Directors has traditionally submitted the
appointment of independent auditors for approval at the annual meeting of
shareholders. BDO Seidman, LLP has acted as auditor of the Corporation and its
subsidiaries since 1991. A representative of BDO Seidman will be present at the
annual meeting, with an opportunity to make a statement if he or she so desires
and to respond to appropriate questions.
During the year ended December 31, 1996, BDO Seidman provided various audit
and non-audit services to the Corporation and its subsidiaries. In connection
with its service as the Corporation's auditors, BDO Seidman examined the
consolidated financial statements of the Corporation and its subsidiaries,
reviewed certain filings with the Securities and Exchange Commission and
provided consultation and assistance on accounting matters as required.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF
BDO SEIDMAN, LLP AS INDEPENDENT AUDITORS.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any proposal which a shareholder of the Corporation intends to be presented
at the annual meeting of shareholders to be held in 1998 must be received by the
Corporation on or before December 19, 1997. Only proper proposals which are
timely received will be included in the proxy statement and form of proxy.
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<PAGE> 13
OTHER MATTERS
As of the date hereof, the Board of Directors knows of no other matters
which are likely to be presented for consideration at the meeting. Should other
matters properly come before the meeting, the persons designated as proxies will
vote in accordance with their best judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
RALPH D. BUTLER, SECRETARY
September 12, 1997
A copy of the 1996 Annual Report accompanies this Proxy Statement. There
will be no separate Annual Report to Shareholders other than the Annual Report
on Form 10-KSB. The exhibits to the Form 10-KSB will also be furnished to any
share-holder who so requests and pays a fee equal to the Corporation's
reasonable expenses in furnishing such exhibits. If you wish a copy of the
exhibits, please write to Ralph D. Butler, Secretary of the Corporation, at 2391
Old Dixie Highway, Riviera Beach, Florida 33404.
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Appendix A
PROXY CONSULIER ENGINEERING, INC.
169 TEQUESTA DRIVE - SUITE 31E
TEQUESTA, FL 33469
THIS PROXY IS SUBMITTED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Warren B. Mosler and Ralph D. Butler
as Proxies, each with the power to appoint his substitute, and hereby
authorized to vote as designated below, all shares of common stock of Consulier
Engineering, Inc. held of record by the undersigned on September 5, 1997 at
the Annual Meeting of Shareholders to be held on October 28, 1997, or any
adjournment thereof.
1. ELECTION OF DIRECTORS (SEE PROXY STATEMENT)
FOR AGAINST ABSTAIN
-------- -------- --------
(INSTRUCTION: To withhold authority for an individual nominee write the
nominee's name in the space provided below.)
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2. RATIFICATION OF INDEPENDENT AUDITORS (SEE PROXY STATEMENT)
FOR AGAINST ABSTAIN
-------- -------- --------
3. In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournments of the
meeting. This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR each director nominee, and FOR proposal 2.
Please sign exactly as your name appears on your certificate. When shares are
held by joint tenants, 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 person.
Dated: ________________, 1997 Number of shared held:______________
--------------------------------- ---------------------------------
Please type or print your name(s) Signature
--------------------------------- ---------------------------------
Please type or print your name(s) Signature
If you have had a change of address, please print or type your new address in
the lines below:
--------------------------------- PLEASE COMPLETE, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY
--------------------------------- USING THE ENCLOSED ENVELOPE.
---------------------------------
