GENERAL PARCEL SERVICE,INC.
8923 WESTERN WAY, SUITE, 22
JACKSONVILLE, FLORIDA 32256
(904) 363-0089
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Shareholders of General Parcel Service, Inc.
Notice is hereby given of the Annual Meeting of Shareholders of
General Parcel Service, Inc., ("GPS" or the "Company"), which
will be held at Embassy Suites Hotel, 9300 Baymeadows Road,
Jacksonville, Florida 32256, on Thursday, June 6, 1996, at 10:00
A.M. Eastern Daylight Time, for the following purposes:
1. To elect seven directors of GPS to serve for the ensuing
year and until their successors are duly elected and qualified.
(Proposal 1),
2. To ratify the appointment of Grenadier, Appleby, Collins &
Company as independent public accountants of GPS for the fiscal
year ending December 31, 1996. (Proposal 2),
3. To transact such other business as may properly come before
the Meeting or any adjournment thereof.
Only holders of the Common Stock of record at the close of
business on April 24, 1996, ("Record Date"), will be entitled to
notice of and to vote at the Meeting or any adjournment thereof.
Regardless of whether you expect to be present in person at the
Meeting, please sign and date the accompanying proxy and return
it promptly in the enclosed postage-paid reply envelope. This
will assist us in preparing for the Meeting.
By Order of the Board of Directors,
(Signed)
E. Hoke Smith, Jr.
President
May 3, 1996
Jacksonville, Florida
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING,
YOU ARE URGED TO COMPLETE, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
GENERAL PARCEL SERVICE, INC.
8923 WESTERN WAY, SUITE, 22
JACKSONVILLE, FLORIDA 32256
(904) 363-0089
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 6, 1996
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of General Parcel
Service, Inc. ("GPS" or the "Company") of proxies for use at its
Annual Meeting of Shareholders of GPS ("Meeting"). The meeting
will be held at Embassy Suites Hotel, 9300 Baymeadows Road,
Jacksonville, Florida 32256, on Thursday, June 6, 1996, at 10:00
A.M. Eastern Daylight Time, and any adjournment or adjournments
thereof. The Meeting is convened for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of
Shareholders. This Proxy Statement and accompanying form of
proxy and GPS's 1995 Form 10-KSB were first sent or given to
shareholders on or about May 10, 1996.
Solicitation of Proxies
This proxy solicitation will be conducted principally by mail,
but may also be by telephone or in person, and the cost will be
paid by GPS. Banks, brokers, nominees and other custodians and
fiduciaries will be requested to forward proxy solicitation
material to their principals and customers where appropriate,
and GPS will reimburse such banks, brokers, nominees, custodians
and fiduciaries for their reasonable out-of-pocket expenses in
sending the proxy material to beneficial owners of the shares.
Actions to be Taken Under the Proxy
Unless instructed otherwise in the space provided in the proxy
card, all properly, executed proxies received by GPS will be
voted as follows:
(Proposal 1)
"FOR" the election of the nominees for director set forth below
under the heading "Election of Directors";
(Proposal 2)
"FOR" the ratification of the appointment of Grenadier, Appleby,
Collins & Company as independent public accountants for 1996.
Any shareholder giving a proxy may revoke it at any time before
it is exercised by giving written notice of revocation or a duly
executed proxy bearing a later date to GPS's Secretary. In
order to be effective, such notice or later dated proxy must be
received by GPS prior to the exercise of the earlier proxy. A
shareholder may also attend the Meeting, revoke his/her proxy,
and vote in person.
The Company's management knows of no matter to be brought before
the Meeting other than those mentioned herein. If, however, any
other matters properly come before the Meeting, it is intended
that the proxies will be voted in accordance with the judgment
of the person or persons voting such proxies.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Rights
The only class of securities entitled to vote at the Meeting is
GPS's Common Stock, $.0l par value. The close of business of
April 24, 1996, has been fixed as the record date for the
determination of shareholders entitled to notice of and to vote
at the Meeting or at any adjournment or adjournments thereof. At
April 24, 1996, there were 3,758,671 shares of Common Stock
outstanding and entitled to be voted at the Meeting. Each share
of Common Stock is entitled to one vote at the Meeting. A
majority of the outstanding shares of Common Stock represented
at the Meeting, in person or by proxy, will constitute a quorum.
<TABLE>
Security Ownership of Certain Beneficial Owners
(Information as of April 24, 1996)
<CAPTION>
Amount & Nature
Name and Address of of Beneficial Percent of
Beneficial Owner Ownership Class Owned
------------------ --------------- -----------
<S> <C> <C> <C>
T. Wayne Davis
1910 San Marco Blvd.
Jacksonville, FL 32207 1,367,346 (1) 25.4%
ECD Trust UA 7/3/80
c/o 1910 San Marco Blvd.
Jacksonville, FL 32207 1,017,573 (2) 18.9%
J. Ray Gatlin
P. 0. Box 403
MacClenny, FL 32063 564,813 (3) 10.5%
E. Hoke Smith, Jr.
7737 Hunters Grove Road
Jacksonville, FL 32256 479,700 (4) 8.9%
Gayle Smith
7737 Hunters Grove Road
Jacksonville, FL 32256 210,700 (5) 3.9%
Drue B. Linton
P. O. Box 665
St. Simon's Island, GA 31622 37,000 (6) 0.7%
Steven C. Koegler
P. O. Box 550587
Jacksonville, FL 32255-0587 35,694 (7) 0.7%
Terry L. Coleman
P. O. Box 157
Eastman, GA 31023 21,350 (8) 0.4%
----------- -------
Total of above 3,734,175 69.3%
All officers and directors
as a group (9 persons) 2,836,952 (9),(10) 52.6%
</TABLE>
2
(1) Includes 125,114 shares of Common Stock owned directly;
573,124 shares owned by the TWD Trust for ECD, of which Mr.
Davis is Trustee; 151,559 shares owned by the TWD Trust for DDL,
of which Mr. Davis is Trustee; 154,650 shares owned by the TWD
Trust for TDD, of which Mr. Davis is Trustee; 13,591 shares
owned by the TWD Trust for TWD, Jr., of which Mr. Davis is
Trustee; 11,500 shares owned by Redwing Properties, Inc. of
which Mr. Davis is President; 3,497 shares owned by Redwing
Investments, Inc., of which Mr. Davis is President; 4,312 shares
owned by Mr. Davis' wife, Mary O. Davis; an aggregate of 32,888
shares of Common Stock held by W. Davis' children, C. Rebecca
Davis, Elizabeth Davis and Katherine C. Davis; and 293,111
shares of Common Stock issuable upon the exercise of certain
warrants.
(2) Includes 923,709 shares of Common Stock owned directly and
93,864 shares of Common Stock issuable upon the exercise of
certain warrants. Eunice C. Davis is the mother of T. Wayne
Davis, Chairman of the Board.
(3) Includes 125,224 shares of Common Stock owned directly;
60,900 shares held by Ray's Nursery, Inc., of which Mr. Gatlin
is the President and sole shareholder, 263,059 shares held
jointly between Mr. Gatlin and his wife, Gerra L. Gatlin; 37,215
shares owned by Gerra L. Gatlin IRA account; 45,414 shares owned
by J. Ray Gatlin's IRA account; and 33,000 shares of Common
Stock issuable upon the exercise of certain stock options and
warrants.
(4) Includes 81,200 shares of Common Stock held jointly with
Gayle Smith and 398,500 shares of Common Stock issuable upon the
exercise of stock options granted to Mr. Smith.
(5) Includes 700 shares of Common Stock and 210,000 shares of
Common Stock issuable upon the exercise of certain stock
options; it does not include 81,200 shares owned jointly with E.
Hoke Smith, Jr.
(6) Includes 25,000 shares of Common Stock and 12,000 shares of
Common Stock issuable upon the exercise of certain options and
warrants.
(7) Includes 15,797 shares of Common Stock owned jointly with
his wife, Blanche R. Koegler, 6,897 shares of Common Stock owned
by Walker & Koegler, P.A., in which Mr. Koegler is a
shareholder; and 13,000 shares of Common Stock issuable upon
the exercise of certain options and warrants.
(8) Includes 11,400 shares of Common Stock owned directly; an
aggregate of 1,200 shares held by his children, Tracy Coleman
and Brett Coleman; and 8,750 shares of Common Stock issuable
upon the exercise of certain options and warrants.
(9) Includes a total of 1,074,235 shares and 293,111 warrants
and options owned by T. Wayne Davis; 531,812 shares and 33,000
warrants owned by J. Ray Gatlin; 81,200 shares owned jointly by
E. Hoke and Gayle Smith; 398,500 warrants and options owned by
E. Hoke Smith; 25,000 shares and 12,000 options and warrants
owned by Drue B. Linton; 22,694 shares and 13,000 options and
warrants owned by Steven C. Koegler; 12,600 shares and 8,750
options and warrants owned by Terry L. Coleman; 700 shares and
210,000 options owned by Gayle Smith; 350 shares and 20,000
options owned by Charles M. Higgins and 100,000 options owned by
Wayne N. Nellums.
(10) Included in the schedule are stock options issued to
officers and directors during 1995 and 1996 for which no Forms 4
or Forms 5 have yet been filed. Those officers and directors
issued options and the number of shares of restricted Common
Stock for which options were issued are E. Hoke Smith, Jr.,
160,000 at $2.50 per share; Gayle Smith, 160,000 at $2.50 per
share, Wayne N. Nellums, 100,000 at $2.50 per share; Terry L.
Coleman, 1,250 at $3.25 per share; and Drue B. Linton, 1,250 at
$3.25 per share, 1,250 at $3.26 per share and 1,250 at $2.70 per
share.
3
<PAGE>
ELECTION OF DIRECTORS
(Proposal 1)
Nominees
A Board of seven directors is to be elected at the Meeting.
Unless otherwise instructed, the proxy holders will vote the
proxies received by them for GPS's nominees named below. In the
event that any nominee of GPS is unable or declines to serve as
a director at the time of the Annual Meeting, the proxies will
be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. It is not expected that
any nominee will be unable or will decline to serve as a
director. In the event that additional persons are nominated
for election as directors, the proxy holders intend to vote all
proxies received by them in such a manner as will assure the
election of as many of the nominees listed below as possible,
and in such event the specific nominees to be voted for will be
determined by the proxy holders. The term of office of each
person elected as a director will continue until the next Annual
Meeting of Shareholders or until a successor has been duly
elected and qualified.
The nominees, and certain information about them, are set forth
below:
<TABLE>
<CAPTION>
Year First
Nominee Position Elected
--------------- --------------------- ------------
<S> <C> <C>
T. Wayne Davis Chairman of the Board 1988
of Directors
E. Hoke Smith, Jr. President, 1985
Chief Executive Officer,
Director
J. Ray Gatlin Director 1986
Drue B. Linton Director 1986
Steven C. Koegler Legal Counsel 1990
Director
Gayle Smith Executive Vice President, 1990
Chief Operating Officer,
Director
Terry L. Coleman Director 1990
</TABLE>
T. Wayne Davis, age 49, has been a director of GPS since
February, 1988 and Chairman of the Board of Directors since
February, 1989. He also has served as a director of Winn-Dixie
Stores, Inc., a grocery store operator, since October, 1982 and
served that company as a Vice President from December, 1971 to
June, 1987. Since July, 1987, Mr. Davis has been a
self-employed investor. He also has served on the Board of
Directors of Enstar Group, Inc. since June, 1990.
E. Hoke Smith, Jr., 52, a graduate of the University of Chicago
School of Business with a Masters in Business Administration, is
the founder of General Parcel Service, Inc. and has served as
its President and Chief Executive Officer since its founding in
1985. From 1978 to 1981 Mr. Smith was Chief Operating Officer
of Boss Manufacturing, Inc., a publicly traded company. From
1981 to 1984 he was President of Burgman Supply, an equipment
wholesaler. From 1984 to 1985 he was President and Chief
Executive Officer of Hoke Smith Industries, Inc., a distributor
of engines, transmissions and power components to the marine and
construction industry.
4
J. Ray Gatlin, 61, is the founder of Ray's Nursery, Inc., a
wholesale nursery, and has been its President since January,
1973. Mr. Gatlin has served as a director of GPS since April,
1986.
Drue B. Linton, 51, has been a director of GPS since April,
1986, Since 1970 he has been the President of CPHS, Inc., which
operates companies in the businesses of commercial and
industrial office supplies, delivery services, trucking, and
horse stables. In addition Mr. Linton has been the President of
Edgy Planing Mill, Inc., a lumber manufacturer, since 1985 and
the Vice-President of Sterling Stables, Inc., a western show
barn and arena since 1987.
Steven C. Koegler, 51, was elected as a director in February,
1990 and has served as legal counsel to GPS since August, 1985.
From 1985 to 1992 he also served as Corporate Secretary. He has
been a shareholder in the law firm of Walker & Koegler, P.A.
since September, 1988. Koegler was a partner with the law firm
of Jacobs & Koegler from August, 1984 to September, 1988.
Gayle Smith, 53, is a cofounder of General Parcel Service, Inc.
and served as its Bookkeeper and Customer Service Manager from
1985 to 1987, as Vice President of Administration from 1987 to
1989, and as Vice President of Operations from 1990 to 1992.
She was named Executive Vice President and Chief Operating
Officer in May, 1992. She was elected to the Board of Directors
in June, 1990. Gayle Smith is married to E. Hoke Smith, Jr.,
the Chief Executive Officer of GPS.
Terry L, Coleman, 52, was elected to the Board of Directors in
June, 1990. He has been a member of the Georgia House of
Representatives since 1971 and has been President of Wealth
Planning Co. since 1978. Mr. Coleman currently owns a Huddle
House restaurant franchise in Eastman, Georgia, and serves on
the Board of Directors of Colony Bancorp in Fitzgerald, Georgia.
The Board of Directors recommends that you vote "FOR" the
election of the nominees named above.
Board Meetings and Committees
The Board of Directors of GPS held a total of three meetings
during the fiscal year ended December 31, 1995. All directors
except for Mr. Coleman attended each of the Board meetings. Mr.
Coleman attended one meeting.
Messrs. Smith, Davis and Gatlin currently serve on the Executive
Committee. The purpose of the Executive Committee is to
exercise certain powers delegated by the Board of Directors
between regular Board Meetings. All actions of the Committee
are reviewed and ratified by the full Board of Directors.
Messrs. Koegler and Linton currently serve on the Audit
Committee of the Board of Directors. The purpose of the Audit
committee is to review financial statements and the internal
financial reporting system and controls of the Company with
GPS's management and independent accountants, recommend
resolutions for any dispute between GPS's management and its
auditors and review other matters relating to the relationship
of GPS with its auditors.
Messrs. Davis and Gatlin currently serve on the Compensation
Committee. The purpose of the Compensation Committee is to
review and approve the salaries of GPS's officers and certain
highly compensated employees for each fiscal year. The
compensation of the President and Chief Executive Officer of GPS
remains subject to approval by the full Board. Mr. Davis is an
Executive Officer of the Company.
The Audit Committee held two meetings and the Compensation
Committee and the Executive Committee did not meet during the
fiscal year ended December 31, 1995.
The Board of Directors has no nominating committee or any other
committee performing a similar function.
Director Compensation
All members of the Board of Directors of GPS who are employees
of GPS receive no additional compensation for serving on such
Board or any committees thereof in excess of their regular
salaries. In 1995, members of the Board of Directors of GPS who
are not employees of GPS received a stipend of $500 and 1,250
restricted stock options for each Board meeting attended.
5
<PAGE>
<TABLE>
Executive Officers
<CAPTION>
The following table sets forth the names, ages and positions
with GPS of each of the present executive officers of GPS:
NAME AGE POSITION WITH GPS
-------------- ----- --------------------------
<S> <C> <C>
T. Wayne Davis 49 Chairman of the Board
E. Hoke Smith, Jr. 52 President, Chief Executive
Officer and Treasurer
Gayle Smith 53 Executive Vice President and
Chief Operating Officer
Charles M. Higgins 47 Vice President of Sales
Wayne N. Nellums 47 Vice President, Chief Financial
Officer and Secretary
</TABLE>
GPS's executive officers serve at the pleasure of GPS's Board of
Directors, except E. Hoke Smith, Jr., whose employment is
pursuant to a five year employment agreement and Gayle Smith
whose employment is pursuant to a three year employment
contract. T. Wayne Davis, E, Hoke Smith, Jr., and Gayle Smith
are also members of the Board of Directors.
Charles M. Higgins, 47, has been Vice President of Sales with
GPS since June, 1988. He was Sales Manager of Burgman Supply
from June, 1980 to November, 1984, Sales Manager with Hoke Smith
Industries, Inc. from November, 1984 through November, 1986 and
Regional Sales Manager of Key Power, Inc., from November, 1986
to May, 1988.
Wayne N. Nellums, 47, has been Vice President, Chief Financial
officer of GPS since May, 1985. Prior to joining GPS, Mr.
Nellums was a Partner with KPMG Peat Marwick from July, 1979
through February, 1987. He was with The Enstar Group, Inc. and
affiliated companies from February, 1987 through December, 1992
where he held several positions including Executive Vice
President, Chief Financial Officer from June, 1989 through
April, 1991 and Executive Vice President, Chief Financial
Officer of Enstar Specialty Retail, Inc. from April, 1991
through December, 1992. From January, 1993 through July, 1994
he practiced Public Accounting in Montgomery, Alabama, and from
July, 1994 through April, 1995, Mr. Nellums was Chief Financial
Officer of Affinity Corporation.
6
<PAGE>
Executive Compensation
The following table shows the summary compensation paid by GPS
to the chief executive officer.
<TABLE>
SUMMARY COMPENSATION TABLE (1993-1995)
<CAPTION>
Securities
Principal Annual Underlying
Name Position Year Salary Options
----------------- --------- ---- --------- ---------
<S> <C> <C> <C> <C>
E. Hoke Smith, Jr. CEO 1995 $ 124,800 160,000
E. Hoke Smith, Jr. CEO 1994 124,230
E. Hoke Smith, Jr. CEO 1993 110,000
</TABLE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Percent Of
Number of Total Options
Securities Granted To
Principal Underlying Employees In Exercise Expiration
Name Position Options 1995 Price Date
- ----------------- --------- ------------ ------------- -------- -----------------
<S> <C> <C> <C> <C> <C>
E. Hoke Smith, Jr. CEO 160,000 38.1% $2.50 December 31, 2000
</TABLE>
Stock Option Plan
The following is a brief summary of GPS's stock option plan in
effect during the fiscal years ended December 31, 1993, 1994 and
1995, under which officers of GPS received benefits.
The Company's 1989 Incentive Stock Plan as amended, (the
"Plan"), under which 500,000 shares are currently reserved for
issuance was originally adopted by the Board of Directors and by
the shareholders in April, 1989, and amended in May, 1991, The
Plan provides for the granting of qualified and non-qualified
options and sale of shares to employees of and consultants to
GPS. Only employees may be granted incentive stock options. As
of April 24, 1995, under the Plan, options to purchase 280,000
shares were outstanding at a weighted average exercise price of
$3.00 per share. No options had been exercised and 220,000
shares were available for future option grant.
The Plan is administered by the Board of Directors which
determines the terms of options granted, including the exercise
price, number of shares subject to the option and the
exercisability thereof.
The exercise price of all options for Common Stock granted under
the option plan must be at least equal to the fair market value
of such shares on the date of grant or sale. The maximum term
of each incentive stock option is ten (10) years. With respect
to any participant who owns stock possessing more than ten (10%)
percent of the voting rights of GPS's outstanding capital stock,
the exercise price of any option must be at least equal to 110%
percent of fair market value on the date of grant and the term
may be no longer than five (5) years.
From April 20, 1989 through December 31, 1995, GPS granted
options to purchase an aggregate of 160,000 shares of its Common
Stock under the Option Plan to its Chief Executive Officer at an
average exercise price of $3.00.
Certain Transactions
During GPS's fiscal year ending December 31, 1993, the ECD Trust
purchased 73,684 shares of restricted GPS Common Stock for
$350,000. The proceeds of these sales were utilized by GPS for
general working capital purposes.
7
During GPS's fiscal year ending December 31, 1993, T. Wayne
Davis, Chairman of the Board, and affiliates purchased 44,210
shares of restricted GPS Common Stock for $210,000. Mr. Davis
also purchased 100,000 shares of convertible preferred stock for
$2,500,000. The proceeds of these sales were utilized by GPS
for general working capital purposes.
During GPS's fiscal year ending December 31, 1993, J. Ray
Gatlin, a director, purchased 130,263 shares of restricted GPS
Common Stock for $350,000. The proceeds of these sales were
utilized by GPS for general working capital purposes.
There were no transactions of restricted Common Stock or
convertible preferred stock with certain beneficial owners or
management in 1995.
On March 4, 1996, the ECD Trust, an affiliate of the T. Wayne
Davis, purchased 120,000 shares of convertible preferred stock
for $3,000,000. The proceeds were used to retire long term debt.
RATIFICATION OF APPOINTMENT OF AUDITORS
(Proposal 2)
The Board of Directors, upon recommendation of the Audit
Committee, has selected Grenadier, Appleby, Collins & Company as
independent public accountants for GPS for 1996. Grenadier,
Appleby, Collins & Company has been the independent public
accountants for GPS since 1995.
Representatives of Grenadier, Appleby, Collins & Company are
expected to be present at the Meeting and will have an
opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions. If the
appointment of Grenadier, Appleby, Collins & Company is not
ratified, the Board of Directors will reconsider its selection
of auditors.
On October 17, 1995, Coopers & Lybrand L.L.P. resigned as
auditors for the Registrant. The auditor's reports for the last
two fiscal years did not contain adverse opinions or disclaimers
of opinion, nor were they modified as to uncertainty, audit
scope, or accounting principles. There were no disagreements
with Coopers and Lybrand L.L.P. on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure. The Audit Committee selected
Grenadier, Appleby, Collins & Company as independent public
accountants for GPS for 1995.
The Board of Directors recommends a vote "For" the approval of
the appointment of Grenadier, Appleby, Collins & Company as
independent public accountants for 1996.
SHAREHOLDER PROPOSALS
A shareholder who wishes to submit a proposal for action at the
1997 Annual Meeting must send his proposal sufficiently in
advance so that it is received at GPS's principal executive
office by November 13, 1996. The shareholder should also notify
GPS in writing regarding his intention to appear personally at
the Meeting to present his proposal at the time he submits his
proposal.
OTHER MATTERS
Management of GPS is not aware of any other matter to be
presented for action at the Annual Meeting other that those
mentioned in the Notice of Annual Meeting of Shareholders and
referred to in this Proxy Statement. If any other matter comes
before the Meeting, it is the intention of the persons named in
the enclosed proxy to vote on such matters in accordance with
their judgment.
8
FORM 10-KSB
A copy of the Company's 1995 Form 10-KSB is being mailed with
this Proxy Statement to each stockholder of record.
Stockholders not receiving a copy of such Form 10-KSB may obtain
one by writing of calling Joy L. Webb, Assistant Secretary of
the Company.
By Order of the Board of Directors,
(Signed)
E. Hoke Smith, Jr.
President
May 3, 1996
Jacksonville, Florida
9
