MONOGENESIS CORPORATION
Business Works Complex
Route 47
Walker, West Virginia 26180
(304) 485-5000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 11, 1998
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
11, 1998 at 1:00 P.M., EDT, 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, 1998.
3. Such other business as may properly come
before the meeting.
Shareholders of record as of the close of business August 10, 1998
are entitled to notice of and to vote at the meeting.
P. Bradley Walker, Secretary
August 24, 1998 - Mailing Date
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
Walker, West Virginia 26180-9948
(304) 485-5000
PROXY STATEMENT
Date of Mailing: August 24, 1998
For Meeting of Shareholders
To Be Held
September 11, 1998, 1:00 P.M., EDT
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 August 10, 1998 there were 2,024
outstanding shares of Monogenesis. Shareholders of record on that date
are entitled to one vote for each share held.
Monogenesis' 1997 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 1999.
The current directors (who are also the nominees for directors)
and officers of Monogenesis are as follows:
Name Age Offices Held
*Scot D. Walker 45 President and Director,1990 to Present
Secretary, Treasurer - 1990 to 2/19/93
Brian P. Westfall 34 Director - 10/17/94 to Present (1)
*P. Bradley Walker 39 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."
Mr. Westfall has been a director of Monogenesis since 1994.
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 thirteen 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 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. He resigned from Exigent's board in March of 1998.
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, 1998:
Position Held Title of Number of
Shares Pct.
Of
Name and Address with Monogenesis Class Beneficially Owned
Class
The Walker Group, Inc. ---- Common 410 20.2
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) 20.2
103 Linnwood Place Treasurer
North Hills, WV 26101
Brian P. Westfall Director Common -0- -0-
58 Mitchell Lane
Washington, WV 26181
Directors and Officers ----- Common 410(1) 20.2
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 Monogenesis' fiscal year, which ended on December 31, 1997.
The annual reports were filed as required under that section. No
transactions occurred during the year that triggered the reporting
requirement.
The Board of Directors of Monogenesis met or acted through unanimous
consent resolutions 32 times during the fiscal year ended December 31,
1997. All directors attended every meeting. Monogenesis pays each
director $500 for attendance at the annual directors' meeting.
Monogenesis expects to pay no other fees 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 began paying its Secretary/Treasurer $3,000 per quarter during
the second half of 1997. Accordingly, P. Bradley Walker was paid $6,000
in 1997 and $6,000 during the first half of 1998. No other compensation
was paid to its officers.
Item 1. ELECTION OF DIRECTORS,
Scot D. Walker and Brian Westfall are nominees.
Item 2. Ratification of the Selection of George E. Clark,
Certified Public Accountant, as Independent Public
Accountant for Monogenesis for the Fiscal Year Ending
December 31, 1998.
On August 3, 1998, 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, 1998,
subject to ratification at this Annual Meeting of Shareholders. George E.
Clark has served as independent public accountant 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 July 1, 1999.
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
PROXY
MONOGENESIS CORPORATION
Annual Meeting of Shareholders September 11, 1998
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 11, 1998 at 1:00 P.M., EDT, 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 for all
Scot D. Walker and Brian Westfall nominees listed below:
Scot D. Walker and
Brian Westfall
(except as marked to
the contrary below)
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
FOR MONOGENESIS FOR THE FISCAL YEAR ENDING AGAINST
DECEMBER 31, 1998.
ABSTAIN
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: August/September , 1998
(circle one)
(Place Label Here)
(Shareholder
signature)
By:
Title:
(if
applicable)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING
THE ENVELOPE ENCLOSED.
For purposes of the Investment Company Act of 1940, the vote of a
majority of the outstanding securities of Monogenesis means the vote (1)
of 67% or more of the voting securities present at the shareholders'
meeting, if the holders of more than 50% of the outstanding voting
securities of Monogenesis are present or represented by proxy or (2) of
more than 50% of the outstanding voting securities of Monogenesis,
whichever is less.
