<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:
<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>
Texas Equipment Corporation
- --------------------------------------------------------------------------------
(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
TEXAS EQUIPMENT CORPORATION
1305 HOBBS HIGHWAY
SEMINOLE, TX 79360
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 14, 1999
To the Stockholders:
The Annual Meeting of the Stockholders of Texas Equipment Corporation will be
held at the Midland Hilton Hotel in Midland, Texas, on June 14, 1999 at 10:30
a.m. local time to:
1. Elect six directors.
2. Transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on May 1, 1999, as the
record date for the determination of the Stockholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournment thereof. For ten days prior
to the Annual Meeting, a complete list of Stockholders entitled to vote at the
Annual Meeting will be available for examination by any Stockholder for any
purpose germane to the Annual Meeting during ordinary business hours at the
Company's executive office, located at the address set forth above.
To be sure that your shares are represented at the meeting, please vote, sign,
date and promptly mail the enclosed proxy card in the envelope provided for this
purpose.
FOR THE BOARD OF DIRECTORS,
/s/ John T. Condit
- --------------------------
John T. Condit
Secretary
Seminole, Texas
May 26, 1999
<PAGE> 3
TEXAS EQUIPMENT CORPORATION
1305 HOBBS HIGHWAY
SEMINOLE, TX 79360
---------------
PROXY STATEMENT
---------------
TO THE STOCKHOLDERS:
The Board of Directors of Texas Equipment Corporation (the "Company")
solicits your proxy, and asks that you vote, sign, date and promptly mail the
enclosed proxy card for use at the annual meeting of stockholders to be held
June 14, 1999, and at any adjournment of such meeting. Whether you own few or
many shares, your proxy is important in helping to achieve good representation
at the meeting. If you wish, at any time before your proxy is voted, you may
revoke it by written notice to the Company, or by delivery of a later dated
proxy, or by voting in person at the meeting. The shares represented by all
properly executed proxies will be voted as specified by you. In the absence of
direction, properly executed proxies will be voted for the nominees to the Board
set forth below.
The holders of a majority of the Company's outstanding shares, present
in person or by proxy, are required for a quorum at the meeting. Abstentions and
broker non-votes are counted as present for purposes of determining the presence
or absence of a quorum for the transaction of business. The Company had
24,824,808 shares of common stock outstanding on May 1, 1999. Each share has one
vote on each matter to be voted on at the meeting and one vote for each
directorship to be filled on the Board of Directors.
If any nominee is unable or declines to accept nomination or election
for any reason, the persons designated in your proxy may vote for a substitute.
A majority of the votes cast at the meeting is required to elect
directors. Abstentions and broker non-votes will have no effect on the outcome
of the election of directors.
Stockholders of record at the close of business on May 1, 1999 (the
"Record Date") are entitled to vote. This notice of meeting, proxy statement and
proxy card is being mailed to stockholders on or about May 26, 1999.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND EMPLOYEES
The following table sets forth certain information regarding ownership
of the Common Stock as of the Record Date by (i) each person known by the
Company to be the beneficial owner of more than 5% of the outstanding Shares,
(ii) current directors of the Company, (iii) the Named Executive Officers of the
Company, and (iv) all executive officers and directors of the Company as a
group. Except as otherwise indicated, the persons or entities set forth in the
table below have sole investment and voting power with respect to all shares
shown as beneficially owned, subject to community property law, where
applicable.
2
<PAGE> 4
<TABLE>
<CAPTION>
Amount of
Nature of
Beneficial
Ownership
of Common Percent of
Name Stock Class
---- ----- -----
<S> <C> <C>
Paul J Condit (Director, President, CEO & Chairman) ......... 984,499 (1) 3.8
John T. Condit (Director, Secretary and Treasurer) ........... 4,001,166 (1) 15.5
Paul J. Condit II ............................................ 6,601,166 (1) 25.6
Jeffrey E. Condit ............................................ 6,601,165 (1) 25.6
Condit 1997 Family Trust (2) ................................. 2,600,000 10.5
E.A. Milo Mattorano (Director, Vice President and
Chief Financial Officer) ............................... 75,000 0.3
Robert T. Maynard (Director) ................................. -- --
James D. Arnold (Director) ................................... -- --
Mickey L. Ray (Director) ..................................... -- --
All directors and executive officers as a group (6 persons)... 5,060,665 19.6
</TABLE>
(1) Includes, in each case, the right to acquire 984,499 shares pursuant to
options.
(2) Beneficiaries of this irrevocable trust are John T. Condit's two
children, Taylor L. Condit and Christopher B. Condit. John T. Condit
disclaims beneficial ownership of such shares.
INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board of Directors of the Company, which met two times during the
1998 fiscal year, has delegated certain of its authority to four committees of
the board. These are the Executive Committee, the Committee on Compensation, the
Audit Review Committee and the Acquisition Review Committee, each of which was
organized in August 1998, following the completion of the last annual
stockholders' meeting. The principal responsibilities and membership of each
committee are described in the following paragraphs. During the year, all of the
directors attended all of the meetings of the Board of Directors and Committees
on which they served.
EXECUTIVE COMMITTEE. The Executive Committee has the authority to
exercise substantially all of the powers of the Board while the Board is not in
session in the management and business affairs of the Company, except it does
not have the authority to declare dividends, authorize the issuance of shares of
the Company's Common Stock, modify or recommend to the stockholders the sale,
lease or exchange of all or substantially all of the Company's assets or the
dissolution of the Company. Regularly scheduled meetings of the Board are held
periodically each year. As a consequence, the occasions on which this committee
is required to take action are limited. The members of this committee are
Messrs. Paul J. Condit, Mickey L. Ray, Robert T. Maynard and E.A. Milo
Mattorano. The committee did not meet separately from the Board in 1998.
COMPENSATION COMMITTEE. The Compensation Committee reviews the
compensation of executive officers and makes recommendations to the Board
regarding executive compensation. This committee is presently comprised of
Messrs. Ray, Maynard and Arnold. The committee did not meet separately from the
Board in 1998.
3
<PAGE> 5
AUDIT COMMITTEE. The Audit Committee is responsible for reviewing the
Company's accounting and financial practices and policies and the scope and
results of the Company's audit. The Audit committee is also responsible for
recommending the selection to the Company's independent public accountants. The
committee is presently comprised of Messrs. John T. Condit, Ray and Maynard. The
committee did not meet separately from the Board in 1998.
ACQUISITION COMMITTEE. The Acquisition Committee has the power to
decide on matters relating to the acquisition of additional John Deere
dealerships, including the purchase price. This committee is currently comprised
of Messrs. John T. Condit, Ray and Paul J. Condit. The committee did not meet
separately from the Board in 1998.
EXECUTIVE COMPENSATION AND OTHER MATTERS
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
of each individual who served as Chief Executive Officer during the fiscal year
ended December 31, 1998, and the other two executive officers for each of the
three fiscal years ended December 31, 1998 (the "Named Executive Officers").
Compensation of Executive Officers
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
NAME AND PRINCIPAL OTHER ANNUAL NUMBER OF SECURITIES
POSITION YEAR SALARY BONUS COMPENSATION UNDERLYING OPTIONS (#)
- -------- ---- ------ ----- ------------ ----------------------
<S> <C> <C> <C> <C> <C>
Paul J. Condit 1998 $120,101 $110,000 $ -- 765,958
President and Chief Executive 1997 120,101 -- -- 218,540
Officer 1996 43,535 180,260 -- --
John T. Condit 1998 5,390 -- -- 765,959
Secretary, Treasurer 1997 -- -- -- 218,540
and Director 1996 -- -- -- --
E.A. Milo Mattorano 1998 140,101 10,000 -- --
Vice President and Chief 1997 5,384(1) -- -- 300,000
Financial Officer 1996 -- -- -- --
</TABLE>
(1) Mr. Mattorano began employment on December 15, 1997.
4
<PAGE> 6
OPTIONS
The following table sets forth certain information concerning Options
granted to the Named Executive Officers during the fiscal year ended December
31, 1998.
OPTION GRANTS IN 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Potential Realizable Value
At Assumed Annual Rates
Of Stock Price Appreciation
Individual Grants For Option Term
- ----------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
- -------------------------------------------------------------------------------------------------------------------
Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted Fiscal Year ($/share) Date 5% 10%
- ------------------------- ------------- ---------------- ------------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul J. Condit 123,401(1) 4% 0.50 3/31/03 $ 6,022 $ 23,757
Paul J. Condit 156,808(1) 5% 0.50 6/30/03 0 16,299
Paul J. Condit 231,256(1) 7% 0.50 9/30/03 4,276 35,676
Paul J. Condit 254,494(1) 8% 0.50 12/31/03 0 836
--
24%
John T. Condit 123,401(1) 4% 0.50 3/31/03 6,022 23,757
John T. Condit 156,808(1) 5% 0.50 6/30/03 0 16,299
John T. Condit 231,256(1) 7% 0.50 9/30/03 4,276 35,676
John T. Condit 254,494(1) 8% 0.50 12/31/03 0 836
--
24%
</TABLE>
(1) Represents five-year options granted on a quarterly basis in
connection with the personal guarantee by Mr. Paul J. Condit
and Mr. John T. Condit of the Company's floor plan with Deere
and bank debt at an exercise price determined by the Board to
be in excess of fair market value at the date of grant.
Potential Realizable Values are calculated based upon the
closing price on the date of award, which was $0.43, $0.38,
$0.41 and $.031, respectively for the four quarterly awards.
5
<PAGE> 7
The following table sets forth certain information regarding options
exercised by the Named Executive Officers during the year ended December 31,
1998 and the value of such individual's unexercised options as of December 31,
1998.
AGGREGATE OPTION EXERCISES IN 1998
AND DECEMBER 31, 1998 OPTION VALUES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
NEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1998 DECEMBER 31, 1998(1)
----------------- --------------------
NUMBER OF # $
SHARES EXERCISABLE/ EXERCISABLE/
ACQUIRED VALUE ------------ ------------
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ------------- -------------
#
<S> <C> <C> <C> <C> <C> <C>
Paul J. Condit -- -- 984,499 -- $ - $ -
John T. Condit -- -- 984,499 -- - -
E.A. Milo Mattorano -- -- 75,000 225,000 - -
</TABLE>
(1) Based upon the closing bid price of $0.31 at December 31, 1998
EMPLOYMENT AGREEMENTS
The Company and E.A. Milo Mattorano are parties to an employment
agreement, which provides for an indefinite period of employment at a minimum
annual base salary of $140,000, subject to increase by the Board of Directors.
The agreement also provides for the payment to Mr. Mattorano of up to 100% of
his annual salary in the event he is terminated after a "change in control" (as
defined in the employment agreement) and, if he is terminated without cause the
agreement provides for the payment of 25% of his annual salary. The employment
agreement also provides for cash bonuses of (i) $5,000 for each additional John
Deere dealership that is purchased by the Company; (ii) up to $15,000 based on
the increase in net income in fiscal year 1998 compared to fiscal year 1997; and
(iii) one half of one percent of new capital received by the Company. Three
hundred thousand options were also granted to Mr. Mattorano at an exercise price
of $0.50 per share. The employment agreement also contains confidentiality and
non-competition provisions.
The Company has no other written employment contracts with any of its
officers.
DIRECTOR COMPENSATION
On October 1, 1998, the Company began paying each director $500 per
three month period of service plus reimbursement of expenses related to
attending board and committee meetings. However, directors who are also officers
of the Company have not received, and will not receive, compensation as
directors.
6
<PAGE> 8
COMPENSATION POLICIES AND PHILOSOPHY
The Committee on Compensation of the Board (the "Committee") is
committed to providing a total compensation program that supports the Company's
business strategy and culture, and creates a commonality of interest with the
Company's shareholders. The committee is responsible for the oversight of
executive compensation and reviews the Company's compensation program on an
ongoing basis. No member of the Committee is a former or current officer of the
Company or any of its subsidiaries.
The financial success of the Company is linked to the ability of its
executive officers and managers to direct the Company's current operations, to
assess the advantages of potential acquisitions and to realign the operations of
the acquired entities with the operating policies of the Company. The overall
philosophy of the committee regarding executive compensation can be summarized
as follows:
o Provide a target total reward opportunity that is sufficiently
competitive to attract and retain high caliber executives;
o Link a meaningful portion of the total compensation opportunity to
performance-based incentives consistent with the creation of
shareholder value and the Company's long-term strategic goals;
o Provide for meaningful risk as well as reward in order to penalize
substandard performance while encouraging superior performance and
recognizing the cyclical nature of the Company's business; and
o Establish compensation levels and type of compensation paid to
executive officers in similar positions by comparable companies by
evaluating the Company's performance, by looking at factors such as
performance relative to competitors, performance relative to business
conditions and the success of the Company in meeting its financial
objectives.
The Board as a whole, Mr. Paul J. Condit recusing himself, reviewed and approved
the base salary and bonus of Mr. Condit, the President and Chief Executive
Officer, for the 1998 fiscal year and determined that such compensation was fair
and reasonable, and consistent with the above described policies.
<TABLE>
<S> <C> <C>
/s/ Mickey L. Ray /s/ Robert T. Maynard /s/ James D. Arnold
- ----------------- --------------------- -------------------
Mickey L. Ray, Director Robert T. Maynard, Director James D. Arnold, Director
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Paul J. Condit and his sons (collectively and individually, the
"Condits") have personally guaranteed Company debt consisting of approximately
$30 million of accounts payable to John Deere & Company ("Deere") and a $3.9
million credit facility at the Company's bank. As of December 31, 1998, the
total balance on this debt was approximately $34 million. According to guarantee
arrangements between the Company and the Condits, up to 6% of the average
outstanding balance guaranteed is payable each year to the Condits in options as
a guarantee fee. The Company paid this fee in the form of five-year options to
acquire up to 3,063,833 shares in 1998 and 874,162 shares in 1997 of Common
Stock with an exercise price of $0.50 and $0.375, respectively. In so doing, the
Company recorded a non-cash charge of $154,724 and $288,211 in 1998 and 1997.
The Company anticipates that the Condits will continue to receive options or
7
<PAGE> 9
other stock compensation for such guarantees until the Company is able to
finance its accounts payable to Deere by means of a letter of credit or
otherwise obtain a release from such guarantees. The Company believes that the
guarantee arrangements with the Condits were made on terms no less favorable to
the Company than could have been obtained from an unaffiliated third party.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers and persons who own more
than 10% of a registered class of the Company's equity securities to file
various reports with the Securities and Exchange Commission concerning their
holdings of, and transactions in, securities of the Company. Copies of these
filings must be furnished to the Company. Based on a review of the copies of
such forms furnished to the Company and written representations from the
Company's executive officers and directors, the Company believes that, during
the year ended December 31, 1998, all of its directors and executive officers
were in compliance with the applicable filing requirements.
STOCKHOLDER RETURN PERFORMANCE
The table below compares the cumulative total stockholder returns on
the Common Stock with that of the NASDAQ 100 index for the period commencing
January 2, 1995. Also compared against the cumulative total stockholder return
on the Common Stock is that of Western Power & Equipment Corp. ("WPEC")
beginning June 14, 1995, the date of WPEC's initial public offering, and ending
January 2, 1999. WPEC was chosen for a comparison because it is in the same line
of business and is listed on NASDAQ. The cumulative total returns on the stocks
were calculated by dividing the change in stock price during the given period by
the price of the stock at the beginning of the period. The last trading prices
were used to calculate returns on the NASDAQ 100 and WPEC, while the closing bid
price was used for TEXQ.
PERCENTAGE CHANGE IN CLOSING STOCK PRICES
<TABLE>
<CAPTION>
6/14/95 1/2/96 1/2/97 1/2/98 1/2/99
------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
WPEC - (35)% 7% 21% (48)%
NASDAQ 100 20% (34)% 56% 16% 73%
TEXQ (18)% 24% (68)% (67)% (55)%
</TABLE>
The following closing stock prices were used in formulating the stock
performance graph above.
CLOSING STOCK PRICE PLUS DIVIDENDS IF ANY
<TABLE>
<CAPTION>
1/2/95 6/14/95 1/2/96 1/2/97 1/2/98 1/2/99
------ ------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
WPEC $ - 6.97 4.50 4.81 5.83 3.03
NASDAQ 100 $ 743.58 895.72 591.82 921.95 1,071.13 1,854.39
TEXQ $ 7.00 5.75(1) 7.00 2.25 0.75 0.34
</TABLE>
(1) Price reflects trading on 6/21/95, the only day of trading for the Common
Stock during 1995.
8
<PAGE> 10
PROPOSAL ONE
ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting to constitute the
entire Board of Directors and hold office until the next Annual Meeting of
Stockholders and thereafter until their respective successors have been elected
and shall qualify. The Board of Directors has designated the six persons named
below as nominees, six of whom currently serve as members of the Board of
Directors. It is the intention of the persons named in the enclosed proxy to
affirmatively vote the shares covered by each proxy in favor of the election of
all the nominees named in the table below. The Board of Directors does not
anticipate that any nominees will be unavailable for election, but, in the event
of such occurrence, the proxies will be voted in favor of the substitutes
designated by the Board of Directors. There is no cumulative voting for the
Board of Directors.
The following table sets forth information with respect to nominees:
<TABLE>
<CAPTION>
Name Principal Occupation Age
---- -------------------- ---
<S> <C> <C>
Paul J. Condit I President, Director and Chief Executive Officer 66
John T. Condit Secretary, Treasurer and Director 35
E.A. Milo Mattorano Chief Financial Officer and Vice President 54
Robert T. Maynard Director 63
James D. Arnold Director 31
Mickey L. Ray Director 49
</TABLE>
Paul J. Condit is President, Chief Executive Officer and a Director. He
has a BS degree from Oklahoma State University and has been in the farm
equipment business for over 26 years. Mr. Condit has served the Company and its
Subsidiary, TECI, in his current capacities since its inception in 1987, before
which time Mr. Condit owned and operated Condit Equipment Company for a total of
fifteen years.
John Condit, the son of Paul J. Condit, serves as a Director and
Secretary of the Company and served the Company in his current capacities since
its inception in 1987. He obtained a BBA degree from Texas Tech University in
1986. Since May 1988 he has been President of Domicile Property Management,
Inc., a real estate acquisition and management firm, in San Antonio, Texas.
E.A. Milo Mattorano has served as the Company's Chief Financial Officer
and a Vice President since December 15, 1997. Prior to joining the Company, from
January 1995 until December 1997, Mr. Mattorano served as Vice President and
Chief Financial Officer of AXCESS Inc. (formerly Lasertechnics, Inc.), a
manufacturer of laser markers and plastic card printers. From October 1989 to
December 1994, Mr. Mattorano served as Executive Vice President of Finance of
Insilco Corporation, a conglomerate of manufacturing companies in various
industries. Mr. Mattorano is a CPA and worked in the audit department of
Deloitte & Touche for six years from 1974 to 1980. Mr. Mattorano is a graduate
of Adams State College with a degree in Business Administration and Accounting.
Robert T. Maynard Currently serves on the Board of AMADAS Industries,
Inc. and East Carolina University Education Foundation. Mr. Maynard worked for
Deere for 37 years: from 1984 to 1996, he served as the Vice President and
Division Manager of Deere's Atlanta Division; from 1969 to 1984, Mr. Maynard
served as Vice President and General Manager for 12 years in Deere's Industrial
Equipment Co. in
9
<PAGE> 11
Moline, Illinois and 3 years in Deere's Memphis, Tennessee operation. Prior to
1969, he worked at various positions for Deere. Mr. Maynard graduated from East
Carolina University with a BS degree in Business Administration.
James D. Arnold has served as the Assistant Vice Chancellor of Texas
Tech University since September 1997. From 1995 to 1997, Mr. Arnold was the
Assistant Director of Development for the University of Texas at Austin. From
1993 to 1995, he was the Director of Institutional Advancement for Texas Tech
Health Science Center at Odessa. Mr. Arnold worked for Dell Computer Corporation
from 1991 to 1993 as a senior Account Representative. Mr. Arnold graduated with
a BS degree in Business Administration from the University of Texas at Austin in
1991 and received a Master of Education in 1993 from Texas Tech University.
Mickey L. Ray is the principal owner of Mickey Ray & Associates, an
insurance and financial planning and consulting service in Midland, Texas. Mr.
Ray is a CPA and was a partner in Ray, Davis & Ray Associates from 1978 until
1985, at which time he formed Mickey Ray & Associates. Prior to 1978, Mr. Ray
was a controller for The O'Connor-Braman Interest, an oil and gas operation, and
a controller for National City Lines, Inc., a Fortune Transportation company. A
graduate of Texas Tech in 1972 with a BBA degree in accounting, Mr. Ray has
served on a number of community, civic and professional boards and is a former
Mayor for the City of Seminole.
ANNUAL REPORT
The Company's Annual Report on Form 10-K containing its financial
statements for the fiscal year ended December 31, 1998 has been mailed
concurrently herewith. The Annual Report to Stockholders is incorporated in this
Proxy Statement and is deemed to be a part of the proxy solicitation material.
Any Stockholder who does not receive a copy of such Annual Report on Form 10-K
may obtain one by writing to the Company.
REPORT FILED WITH SECURITIES AND EXCHANGE COMMISSION
Any beneficial owner of securities of the company whose proxy is hereby
solicited may request and receive without charge a copy of the Company's Annual
Report on Form 10-K, including the financial statements thereto, but excluding
exhibits and schedules, filed with the Securities and Exchange Commission. Such
request should be addressed to: 1305 Hobbs Highway, Seminole, Texas 79360,
Attention: Corporate Secretary.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
know of any other matter, which will be brought before the Annual Meeting.
However, if any other matter properly comes before the Annual Meeting, or any
adjournment thereof, the person or persons voting the proxies will vote on such
matters in accordance with their best judgment and discretion.
10
<PAGE> 12
COST OF SOLICITATION
The cost of soliciting proxies in the form enclosed is being
borne by the Company. In addition to solicitation by mail, arrangements have
been made with brokerage houses, nominees and other custodians and fiduciaries
to send proxy material to their principals and the Company will reimburse them
for their expenses in doing so.
For the Board of Directors,
/s/ John T. Condit
---------------------------
John T. Condit
Secretary
Seminole, Texas
May 26, 1999
11
<PAGE> 13
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
TEXAS EQUIPMENT CORPORATION
JUNE 14, 1999
o Please Detach and Mail in the Envelope Provided o
A [X] Please mark your
votes as in this
example.
<TABLE>
<CAPTION>
FOR all nominees
listed at right (except WITHHOLD AUTHORITY THIS SOLICITATION IS MADE ON BEHALF
as marked to the to vote for all OF THE BOARD OF DIRECTORS.
contrary below) nominees listed at right
<S> <C> <C> <C>
(1) To elect Six [ ] [ ] Nominees: Paul J. Condit I
members to the John T. Condit
Board of E.A. Milo Mattorano
Directors to serve until the next Annual Meeting of Robert T. Maynard
Stockholders and until their respective successors shall James D. Arnold
be elected and qualify. Mickey L. Ray
INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line through or otherwise
strike the nominee's name in the list at right.
</TABLE>
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
(2) To transact such other business and to consider [ ] [ ] [ ]
and take action upon any and all matters that
may properly come before the Annual Meeting or
any adjournment thereof.
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE MARK,
SIGN AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE SO
THAT YOUR STOCK MAY BE REPRESENTED AT THE ANNUAL MEETING.
</TABLE>
Signature of Stockholder(s) Dated:
------------------------------------- --------
NOTE: Signature should agree with name on stock certificate [ILLEGIBLE]
administrators, trustees, and other fiduciaries should so indicate when
signing.
<PAGE> 14
TEXAS EQUIPMENT CORPORATION
1305 HOBBS HIGHWAY
SEMINOLE, TX 79360
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 14, 1999
The Annual Meeting of the Stockholders (the "Annual Meeting") of TEXAS
EQUIPMENT CORPORATION, a Nevada Corporation (the "Company"), will be held at
the Midland Hilton Hotel in Midland, Texas, on June 14, 1999 at 10:30 a.m.
local time, to consider and act upon the following matters, all as more fully
described in the accompanying Proxy Statement which is incorporated herein by
this reference:
The Board of Directors has fixed the close of business on May 1, 1999, as
the Record Date for the determination of the Stockholders entitled to notice
of, and to vote at, the Annual Meeting and any adjournment thereof. For ten
days prior to the Annual Meeting, a complete list of stockholders entitled to
vote at the Annual Meeting will be available for examination by any Stockholder
for any purpose germane to the Annual Meeting during ordinary business hours at
the Company's executive office, located at the address set forth above.
(TO BE SIGNED ON REVERSE SIDE)
