MONOGENESIS CORPORATION
Business Works Complex
Route 47
Walker, West Virginia 26180
(304)485-5000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 12, 1997
The Annual Meeting of Shareholders of Monogenesis Corporation ("Monogenesis")
will be held at the offices of Monogenesis, at the Business Works Complex,
on Route 47, in Walker, West Virginia, September 12, 1997 at 1:00 P.M.,
E.D.T., to act on the following matters:
1. Election of Directors of Monogenesis to serve for a term of one year or
until their successors are elected and qualified.
2. Ratification or rejection of George E. Clark, Certified Public Accountant,
as the independent public accountant for Monogenesis for the fiscal year
ending December 31, 1997.
3. Such other business as may properly come before the meeting.
Shareholders of record as of the close of business, June 30, 1997 are entitled
to notice of and to vote at the meeting.
P. Bradley Walker, Secretary
August 28, 1997
PLEASE COMPLETE AND RETURN THE ENCLOSED FORM OF PROXY PROMPTLY, WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING.
MONOGENESIS CORPORATION
Business Works Complex
Route 47
88 Walker Creek Road
Walker, West Virginia 26180-9948
(304)485-5000
PROXY STATEMENT
Date of Mailing: August 28, 1997
For Meeting of Shareholders
To Be Held
September 12, 1997, 1:00 P.M., E.D.T.
The enclosed Proxy is solicited on behalf of the Board of Directors of
Monogenesis Corporation ("Monogenesis") and may be revoked at any time prior
to its exercise. Revocation may be accomplished by a written notice to the
proxy holders at Monogenesis' address listed above prior to the meeting, by
a subsequent execution of another Proxy which is provided to the Secretary
of Monogenesis or by attending the meeting in person and giving oral notice
of revocation to the Chairman of the meeting.
At the close of business on June 30, 1997 there were 2,050 outstanding shares
of Monogenesis. Shareholders of record on that date are entitled to one vote
for each share held.
Monogenesis' 1996 Annual Report to Shareholders containing financial and other
information about Monogenesis was already furnished to the shareholders of
Monogenesis on February 28, 1997. Additional copies are available on request.
Item 1. Election of Directors.
Unless otherwise instructed, the persons named in the accompanying form of
Proxy intend to vote all proxies for the election of Scot D. Walker and Brian
Westfall to serve for a term of one year or until their successors are elected
and qualified. If, however, any of the nominees should not be available for
election, the persons named as proxies may vote for other persons in their
discretion. The Board of Directors has no reason to believe that any of the
nominees will be unavailable for election. If a director is reelected his
term will expire in 1998.
The current directors (who are also the nominees for directors) and officers
of Monogenesis are as follows:
Name Age Offices Held
*Scot D. Walker 44 President and Director , 1990 to Present
Secretary, Treasurer - 1990 to 2/19/93
Brian P. Westfall 33 Director - 10/17/94 to Present (1)
*P. Bradley Walker 38 Secretary, Treasurer - 2/19/93 to Present
* Brad Walker is an "interested Person" of Monogenesis within the meaning
of the Investment Company act of 1940, as amended, because he controls The
Walker Group, Inc. which owns 20% of the issued and outstanding shares of
stock of Monogenesis. Scot Walker and Brad Walker are brothers. Due to the
family relationship, Scot Walker is also an "interested person."
(2) Mr. Westfall was appointed a director of Monogenesis in 1994 to fill
the vacancy then created by Dale Wilcox's resignation.
Brief descriptions of the business experience of the directors and officers of
Monogenesis follow:
Scot D. Walker is a financist. In addition to his positions with Monogenesis,
Mr. Walker was a partner in Joseph Walker & Sons Limited Partnership, a
business consulting firm, until 1992 and had held such position since 1983.
Mr. Walker is currently devoting most of his time to Monogenesis.
Brian P. Westfall is a specialist in distributed computing. He is Chairman
of the Board of Westfall & Associates, Inc. and has held that position since
the company's formation in 1995. Prior to that, since 1991, Mr. Westfall was
engaged in the same business as a sole proprietorship.
P. Bradley Walker has been Chairman of the Board of The Walker Group, Inc.,
a family holding company, for the past twelve years. As Chairman, he managed
the investments of The Walker Group, Inc. which primarily consist of the
ownership of various financial service companies. Mr. Walker is also President
of PBW, Inc. a registered investment advisor. Mr. Walker has also been a
consultant to Joseph Walker and Sons, Inc. since 1992. In addition to these
positions, he was elected a director of Software Technology, Inc. in March
1996 and subsequently elected to serve as a director to its publicly held
parent holding company, Exigent International, Inc.
The following table sets forth the security ownership of management and all
persons who are beneficial owners of 5% or more of the issued and outstanding
stock of Monogenesis as of June 30, 1997:
#Shares Percentage
Position Title Benefically of
Name and Address Held of Class Owned Class
The Walker Group, Inc. ----- Common 410 20.1
88 Walker Creek Road
Walker, WV 26180
Scot D. Walker President: Common -0- -0-
Route 9, Box 197 Director
Parkersburg, WV 26180
P. Bradley Walker Secretary: Common 410(1) 20.1
103 Linnwood Place Treasurer
North Hills, WV 26101
Brian P. Westfall Director Common -0- -0-
5327 Emerson Avenue
Davisville, WV 26101
Directors and Officers ----- Common 410(1) 20.1
As a Group (3 persons)
(1) The shares listed are the shares owned by The Walker Group, Inc. which is
controlled by Brad Walker.
The Walker Group, Inc., Scot D. Walker, P. Bradley Walker and Brian P.
Westfall were subject to Section 16 of the Securities Exchange Act of 1934
during the fiscal year of Monogenesis which ended on December 31, 1996. The
annual reports were filed as required under that section. No transactions
occured during the year which triggered the reporting requirement.
The Board of Directors of Monogenesis met or acted through unanimous consent
resolutions 40 times during the fiscal year ended December 31, 1996. All
directors attended every meeting. Monogenesis pays each director $500 for
attendance at the annual directors' meeting. No fees are expected to be paid
for attendance at other regular or special meetings. The Board does not have
an audit, nominating or compensation committee. The Board of Directors
will consider nominees recommended by shareholders. Written recommendations
of nominees by shareholders may be submitted to the Board at any time.
Executive Compensation.
Monogenesis did not pay any salaries or other compensation in 1996 or in the
first quarter of 1997.
Item 2. Ratification of the Selection of George E. Clark,
Certified Public Accountant, as Independent Public Account for Monogenesis
for the Fiscal Year Ending December 31, 1997.
On April 5, 1996, the Directors, including a majority of the Directors who are
not interested persons of Monogenesis, selected George E. Clark, Certified
Public Accountant, to be the independent public accountant for Monogenesis for
the fiscal year ending December 31, 1996, subject to ratification at this
Annual Meeting of Shareholders. George E. Clark has served as independent
public accountants for Monogenesis since its inception. The employment of the
accountants is conditioned upon Monogenesis' right by vote of a majority of
the outstanding voting securities at any meeting called for the purpose, to
terminate such employment without any penalty.
It is not expected that George E. Clark or any representative of his firm will
be present at the shareholders' meeting.
THE BOARD OF DIRECTORS RECOMMENDS THE RATIFICATION BY THE SHAREHOLDERS OF
GEORGE E. CLARK AS THE INDEPENDENT PUBLIC ACCOUNTANT OF MONOGENESIS.
SOLICITATION OF PROXIES
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers and employees of Monogenesis. The cost of
the solicitation will be borne by Monogenesis.
Persons holding stock as nominees will, upon request, be supplied with proxy
materials and will be reimbursed for their reasonable expenses in sending
soliciting material for their principals.
SHAREHOLDER'S PROPOSALS
Monogenesis has not received any shareholder proposals to be considered for
presentation at this Annual Shareholders Meeting. Any shareholder who wishes
a proposal to be considered for presentation at the next Annual Shareholders
Meeting must submit the proposal in writing to Monogenesis Corporation, 88
Walker Creek Road, Walker, West Virginia 26180-9948, on or before January 31,
1998.
MISCELLANEOUS
Monogenesis has not entered into any contracts with an investment advisor nor
does it expect to enter into any such contracts in the near future.
The Board of Directors knows of no business to be brought before the meeting,
except as mentioned above. However, if any other matter should properly come
before the meeting, the persons named in the enclosed form of Proxy intend to
vote on such matters in accordance with their best judgment.
The vote required for election of directors or the approval of any matter
brought before the meeting is a majority of the votes present at the meeting,
in person or by proxy, provided that a quorum is present. A quorum is
one-third of the outstanding shares of Monogenesis. Each share represented at
the meeting will be entitled to one vote.
If any shareholder desires additional information about matters proposed for
action, management will be glad to hear from them and to provide further
information. Shareholders are urged to return their Proxies promptly in
order, among other things, to insure action by a quorum and to avoid the
expense and burden of additional solicitations.
P. Bradley Walker, Secretary
MONOGENESIS CORPORATION
PROXY
Annual Meeting
of Shareholders
September 12, 1997
The undersigned shareholder of Monogenesis Corporation ("Monogenesis") hereby
revokes any proxies previously given and appoints Scot D. Walker and Brian
Westfall, or any one of them, the undersigned's proxies with full power of
substitution to represent and to vote all shares of stock of Monogenesis which
the undersigned is entitled to vote at the Annual Meeting of the shareholders
of Monogenesis to be held on September 12, 1997 at 1:00 P.M., E.D.T., and at
any adjournment of the meeting. Scot D. Walker and Brian Westfall are
instructed to vote as indicated on the matters referred to in the Proxy
Statement for the meeting, and are authorized to vote and act in their or
his discretion on any other matter which may properly come before the
meeting or any adjournment thereof. The proxies named herein shall represent
the undersigned at the foregoing meeting of shareholders for the purposes of
determining a quorum.
Item 1. ELECTION OF DIRECTORS
FOR all nominees listed below- WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
Scot D. Walker and Brian Westfall Scot D. Walker and Brian Westfall
INSTRUCTION: To withhold authority for any individual nominee, write that
nominee's name
on the space provided here:
Item 2. RATIFICATION OF GEORGE E. CLARK, CERTIFIED FOR
PUBLIC ACCOUNTANT, AS INDEPENDENT PUBLIC ACCOUNTANT AGAINST
FOR MONOGENESIS FOR THE FISCAL YEAR ENDING ABSTAIN
DECEMBER 31, 1997.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED
FOR PROPOSALS ITEMS 1 AND 2 UNLESS OTHERWISE INDICATED.
Please sign exactly as name appears on stock certificate. When signing as
attorney, personal representative, 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: September , 1997
(Place Label Here)
(Shareholder signature)
By:
Title:
(if applicable)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE.
