<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
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
NOVEMBER 11, 1999
The Annual Meeting of Shareholders of Consulier Engineering, Inc. (the
"Corporation") will be held on Thursday, November 11, 1999, at 4:00 P.M. at the
Corporate Headquarters of Mosler Automotive, 2391 Old Dixie Highway, Riviera
Beach, Florida 33404, to consider and act upon the following proposals:
1. To elect four (4) directors to serve until the next Annual Meeting
of Shareholders or until their successors are elected and
qualified.
2. To ratify the reappointment of BDO Seidman, LLP as independent
auditors of the Corporation for the year ending December 31, 1999.
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
Shareholders of record at the close of business on October 15, 1999 are
entitled to notice of and to vote at the Annual Meeting or any postponement or
adjournment thereof.
A proxy statement describing the matters to be considered at the Annual
Meeting is attached to this notice. Shareholders who do not expect to attend the
meeting are requested to sign the enclosed proxy card 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
October 4, 1999
================================================================================
YOUR PROXY IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE COMPLETE, DATE, SIGN AND MAIL PROMPTLY THE ACCOMPANYING
PROXY CARD 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
(561) 745-9149
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 11, 1999
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 1999 Annual Meeting of Shareholders
to be held on November 11, 1999, or at any adjournment or postponement 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 October 16, 1999, to the Corporation's shareholders. The cost of the
solicitation will be borne by the Corporation.
MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
1. To elect four (4) directors to serve until the next Annual Meeting
of Shareholders or until their successors are elected and
qualified.
2. To ratify the reappointment of BDO Seidman, LLP as independent
auditors of the Corporation for the year ending December 31, 1999.
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
SHAREHOLDERS ENTITLED TO VOTE
Each holder of record of the Corporation's common stock as of the close
of business on October 15, 1999, (the "Record Date") will be entitled to vote at
the Annual Meeting. 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 the Record Date, there were 4,888,918 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.
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VOTE REQUIRED
The matters which may be considered and acted upon by the shareholders
at the Annual 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 ratification of the reappointment 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 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 ratification of the reappointment of
BDO Seidman, LLP as independent auditors of the Corporation for the year ending
December 31, 1999.
It should be noted that Warren B. Mosler, Chairman of the Board of
Directors, President and Chief Executive Officer 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. Mr. Mosler has indicated his intention to vote all of his shares for
approval of the persons nominated as directors, and for reappointment 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.
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PROXY SOLICITATION
This Proxy Statement, the accompanying proxy card, and the
Corporation's Annual Report on Form 10-KSB for the year ended December 31, 1998,
are being mailed on or about October 16, 1999, 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.
PROPOSAL ONE
ELECTION OF DIRECTORS
At each Annual Meeting, the successors to all directors are elected to
serve until the next Annual Meeting or until their successors shall have been
duly elected and qualified to serve. The Board of Directors has nominated the
four (4) 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 October 6, 1998. 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, unless such authority shall have been withheld.
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.
<TABLE>
<CAPTION>
Other
Director Position(s)
Name Age Since With Company
------------------------------------- --------- ----------------- -----------------------------
<S> <C> <C> <C>
Warren B. Mosler 50 1985 Chairman of the Board
President and CEO
Alan R. Simon, Esq. 48 1985 None
Charles E. Spaeth 74 1992 Chief Engineer
Burck E. Grosse 68 1992 None
</TABLE>
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EXECUTIVE OFFICERS
As of record Date, the executive officers of the Corporation were as
follows:
<TABLE>
<CAPTION>
Year Became
Executive
Name Age Titles Officer
- ----------------------------- ------------- ---------------------------------- ------------------
<S> <C> <C> <C>
Warren B. Mosler 50 Chairman of the Board, 1985
President and CEO
Bernardo Davila 48 President and CEO 1991
Southeast Automotive Acquisition
Corporation
Ralph D. Butler 52 Secretary, Treasurer 1996
and Chief Financial Officer
</TABLE>
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. In
February 1999 Mr. Mosler reassumed the positions of President and Chief
Executive Officer. From 1983 to 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.
Bernardo Davila is the President and CEO of the Corporation's
subsidiary Southeast Automotive Acquisition Corporation. Mr. Davila has served
in this position since 1991. He has been in the automotive industry for 27
years. His expertise has been in the transmission industry where he has educated
mechanics about the need for replacing transmission mounts and has created a
market for same.
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
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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.
BOARD MEETINGS
During calendar year 1998 through October 7, 1999, no meetings of the
Corporation's Board of Directors was held. By written consent in lieu of a
meeting, all of the directors agreed on March 9, 1998 to amend the Corporation's
authorized capital stock from 5,000,000 common shares to 25,000,000 common
shares. The Corporation's directors beneficially own more than 80 percent of the
outstanding common shares of the Company; thus the requisite action of the board
of directors and shareholders was simultaneously taken. The directors also
approved a two-for-one split of the Corporation's outstanding common shares.
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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 Alan R. Simon
Audit Committee 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.
The Executive Committee and the Audit Committee did not meet during
calendar year 1998 through October 7, 1999.
The Affiliated Transaction Committee did not meet during calendar year
1998 through October 7, 1999.
The Board of Directors does not have a compensation committee or a
nominating committee.
COMPENSATION OF DIRECTORS
The Board of Directors received no cash compensation during the fiscal
year ended December 31, 1998. The Corporation does reimburse directors for
out-of-pocket expenses incurred in attending meetings.
FAMILY RELATIONSHIPS
No family relationships exist amongst the directors and officers of the
Corporation.
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SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that
executive officers, directors and holders of more than 10% of the Common Stock
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 1998 fiscal year were required to be filed, the Corporation
believes that Section 16(a) filing requirements were complied with during fiscal
year 1998.
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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 nominees for election as a
director and each of the 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:
<TABLE>
<CAPTION>
Title Name and Address of Amount and Nature Percent of
Of Class Beneficial Owner Of Beneficial Ownership Class
------------------ ------------------------------------ ----------------------------- ----------------
<S> <C> <C> <C>
Common Warren B. Mosler 4,110,414 (1) 79.3%
Stock 483 S. Beach Rd.
Hobe Sound, Fl 33455
Common Alan R. Simon 180,000 (2) 3.5%
Stock 7777 Glades Rd., 204
Boca Raton, FL 33434
Common Burck E. Grosse 25,000 (3) (7)
Stock 11 Huntly Circle
Palm Beach Gardens, FL 33418
Common Bernardo Davila 150,000 (4) 2.9%
Stock 7575 NW 74th Avenue
Miami, FL 33166
Common Charles Spaeth 10,000 (5) (7)
Stock 13 Paddock Circle
Tequesta, FL 33469
Common Ralph D. Butler 3,000 (7)
Stock 12021 68th St., N.
West Palm Beach, FL 33412
All directors and executive 4,478,414 (6) 86.4%
officers as a group
</TABLE>
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(1) Includes 7,020 employee stock options which are currently exercisable.
(2) Includes 180,000 stock options which are currently exercisable.
(3) Includes 15,000 stock options which are currently exercisable.
(4) Includes 80,000 stock options which are currently exercisable.
(5) Includes 10,000 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 1996, 1997, and 1998 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, 1998 $ 75,000
Chairman of the Board 1997 $ 75,000
1996 $ 75,000
Certain columns have been omitted from the above table because there is
no compensation required to be reported in such columns.
OPTIONS/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.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Adams, Viner, and Mosler Ltd. ("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 59 people in
addition to the 4 general partners of its general partner. Mr. Mosler is one of
the founders of AVM and is a general partner of the general partner of AVM.
Under the partnership agreement, the Corporation may withdraw all or
any portion of its capital account upon thirty (30) days written notice. On
October 1, 1996, the Corporation 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, 1998, and June 30, 1999, the Corporation's limited
partnership interest represented approximately nine percent (9%) 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 Corporation was allocated approximately five
percent (5%) of AVM's earnings during 1998 totaling $1,355,012. During the first
six months of 1999, the Corporation was allocated approximately six percent (6%)
of AVM's earnings totaling approximately $765,000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE FOUR
NOMINEES.
PROPOSAL TWO
RATIFICATION OF REAPPOINTMENT 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, 1999
subject to ratification of the 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.
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During the year ended December 31, 1998, 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.
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.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any proposal which a shareholder of the Corporation intends to be
presented at the Annual Meeting of Shareholders to be held in 2000 must be
received by the Corporation on or before December 17, 1999. Only proper
proposals which are timely received will be included in the proxy statement and
form of proxy.
BY ORDER OF THE BOARD OF DIRECTORS
RALPH D. BUTLER, SECRETARY
October 5, 1999
A copy of the 1998 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 shareholder 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
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PROXY CONSULIER ENGINEERING, INC.
2391 OLD DIXIE HIGHWAY
RIVIERA BEACH, FL 33404
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 authorizes to vote as designated below, all shares of common stock of Consulier Engineering, Inc. held of
record by the undersigned on October 15, 1999 at the Annual Meeting of Shareholders to be held on November 11, 1999, or any
adjournment thereof.
1. ELECTION OF DIRECTORS (SEE PROXY STATEMENT)
_______ FOR ______ AGAINST _______ ABSTAIN
(INSTRUCTION: To withhold authority for an individual nominee write that nominee's name in the space provided below.)
- ------------------------------------------------------------------------------------------------------------------------------------
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 office. If a partnership, please sign in partnership name by authorized person.
Dated________________________________________________, 1999 Number of shares 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.
__________________________________
</TABLE>
