<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
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
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Siboney Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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.)
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4) Proposed maximum aggregate value of transaction:
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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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 3
SIBONEY CORPORATION
8000 Maryland Ave., Suite 1040
P.O. Box 16184
St. Louis, Missouri 63105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1996
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders
of SlBONEY CORPORATION will be held at the Clayton Mercantile
Building Conference Centre, 8000 Maryland Ave., St. Louis, Missouri
63105 on Tuesday, May 14, 1996, at 11:00 a.m., for the following
purposes:
1. to elect a board of six directors; and
2. to transact such other business as may properly come
before the meeting or any adjournment thereof. Stockholders of
record at the close of business on March 8, 1996 will be
entitled to vote at the meeting.
A copy of the Annual Report for 1995 accompanies this notice.
BY ORDER OF THE BOARD OF DIRECTORS
Rebecca M. Braddock, Secretary
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD SO THAT YOUR
SHARES MAY BE REPRESENTED AND VOTED AT THE MEETING.
PROXY STATEMENT
SOLICITATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of
SIBONEY CORPORATION (the "Company"), for use at the annual meeting
of the Company's stockholders to be held at the Clayton Mercantile
Building Conference Centre, 8000 Maryland Ave., St. Louis, Missouri
63105 on Tuesday, May 14, 1996, at 11:00 a.m. and at any
adjournment thereof. Whether or not you expect to attend the
meeting in person, please return your marked and executed proxy so
that your shares will be voted in accordance with your wishes. The
first mailing of proxies to stockholders will occur on or about
April 11, 1996.
REVOCABILITY OF PROXY
If, after sending in your proxy, you decide to vote in person
or desire to revoke your proxy for any other reason, you may do so
by notifying the Secretary of the Company in writing of such
revocation at any time prior to the voting of the proxy.
RECORD DATE
Stockholders of record at the close of business on March 8,
1996, will be entitled to vote at the meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On March 8, 1996, there were 15,566,694 shares of common stock,
of the par value of $.10 per share ("common stock"), outstanding
and entitled to vote. Each share is entitled to one vote. Under
applicable law, the vote required for the election of directors is
a plurality of all votes cast at a meeting at which a quorum is
present. As of March 8, 1996, the following person was known to the
Company who may be deemed to be the beneficial owner of more than
5% of the common stock:
<TABLE>
<CAPTION>
Title of Amount and % of
Name and Address Class Nature of Ownership Class
---------------- ----- ------------------- -----
<S> <C> <C> <C>
Timothy J. Tegeler Common 2,745,631<F1> 17.61%
8000 Maryland Ave., Suite 1040
St. Louis, Missouri 63105
<FN>
<F1> Includes 10,000 shares owned by members of Mr. Tegeler's
family, 1,664,000 shares (10.67%) held by two trusts, of
which Mr. Tegeler is a trustee together with Mercantile
Trust Company of St. Louis, and 307,500 shares (1.97%)
held by the Tegeler Foundation, of which Mr. Tegeler is
a trustee. Also includes 25,000 shares which are the
subject of currently exercisable options.
</TABLE>
To the knowledge of the Company, no person beneficially owns
more than 5% of the Company's voting securities, other than the
shares beneficially owned by Mr. Timothy J. Tegeler set forth
above.
1
<PAGE> 4
ACTION TO BE TAKEN UNDER PROXY
Unless otherwise directed by the giver of the proxy, the
persons named in the enclosed form of proxy, to wit, Timothy J.
Tegeler and Rebecca M. Braddock, or the one of them who acts, will
vote:
(1) for the election of the six persons named herein as
nominees for directors of the Company to hold office for one
year and until their successors have been duly elected and
qualify;
(2) according to their judgment on the transaction of such
other business as may properly come before the meeting or
any adjournment thereof.
Should any nominee named herein for election as a director
become unavailable for any reason, it is intended that the persons
named in the proxy will vote for the election of such other person
in his stead as may be designated by the Board of Directors. The
Board of Directors is not aware of any reason that might cause any
nominee to be unavailable.
INFORMATION CONCERNING NOMINEES
The following table indicates the names, ages, principal
occupations and five-year employment histories of nominees for
directors of the Company, the periods during which they have served
as directors of the Company, the number of shares and percentage of
the common stock of the Company beneficially owned by each nominee
as of March 8, 1996, and the nature of such ownership, as well as
the number of shares and percentage of common stock beneficially
owned by all directors and officers as a group. The table also
indicates directorships held by each nominee in companies with a
class of securities registered under or subject to the requirements
of the Securities Exchange Act of 1934 and companies registered as
investment companies under the Investment Company Act of 1940.
<TABLE>
<CAPTION>
Amount and Nature
Principal Occupation of Beneficial
Name of Director (Age) or Employment During Ownership of Shares
and Term as Director the Past Five Years (% of Class)
- ------------------------ ------------------------------------- -------------------
<C> <S> <C>
Rebecca M. Braddock (42) Vice President, Secretary & Treasurer 212,000 <F7>
1985 to Present Siboney Corporation (1.34%)
St. Louis, Missouri <F1>
James P. Connaughton (65) Senior Vice President with Oppenheimer & Co., Inc., 200,750 <F2> <F7>
1987 to Present an investment securities firm, St. Louis, Missouri, (1.27%)
since February 1994; prior thereto,
Senior Vice President of Stifel, Nicolaus
and Co., Inc., an investment securities firm, St. Louis, Missouri
Alan G. Johnson (61) Member of Gallop, Johnson & Neuman, L.C., 200,000 <F7>
1987 to Present attorneys-at-law, St. Louis, Missouri. Director of (1.27%)
K-V Pharmaceutical Company, Triax
Communications Corporation and MRL, Inc.
Thomas G. Keeton (40) President of Woodridge Business Institute, 324,076 <F6> <F7>
1985 to Present a business school, Salisbury, Maryland <F3> (2.06%)
Ernest R. Marx (45) Executive Vice President, Siboney Corporation,
Not previously a director St. Louis, Missouri, since September 1995; 200,000 <F7>
prior thereto, President of Play Bac Publishing USA, (1.27%)
St. Louis, Missouri, an international trade publisher, from
1992-1995; prior thereto, Vice President of Scott, Foresman
and Co., a textbook publisher, from 1986-1992.
Timothy J. Tegeler (54) Chairman of the Board, President 2,745,631 <F5> <F7>
1979 to Present and Chief Executive Officer, Siboney (17.61%)
Corporation, St. Louis, Missouri. Investment
executive with Century Securities, Inc.,
an investment securities firm, since February 1993;
prior thereto, an investment executive with
Stifel, Nicolaus & Co., Inc., St. Louis, Missouri <F4>
All Directors and Officers 3,947,462 <F5> <F7>
as a group (23.71%)
2
<PAGE> 5
<FN>
<F1> Ms. Braddock is also an Administrator for the Tegeler
Foundation, a charitable foundation, St. Louis, Missouri.
<F2> Includes 500 shares owned by Mr. Connaughton as joint tenant
and 250 shares held in a trust of which Mr. Connaughton is the
trustee.
<F3> Mr. Keeton has been the sole Director, President and Chief
Executive Officer of Siboney Communications, Inc., a wholly
owned subsidiary, from September 1985 to the present.
<F4> Mr. Tegeler is also the Managing Trustee of the Tegeler
Foundation, St. Louis, Missouri.
<F5> Includes the shares set forth in footnote <F1> to the table
under "Voting Securities and Principal Holders Thereof."
<F6> Includes 10,000 shares owned by Mr. Keeton as custodian for a
minor child.
<F7> Includes the following shares subject to fully exercisable
options:
</TABLE>
<TABLE>
<CAPTION>
Shares Subject
Name of Director/Officer to Options
------------------------ --------------
<S> <C>
Timothy J. Tegeler 25,000
Thomas G. Keeton 200,000
Rebecca M. Braddock 200,000
James P. Connaughton 200,000
Alan G. Johnson 200,000
Auriel A. LaFond 60,000
Ernest R. Marx 200,000
</TABLE>
The Board of Directors held one meeting during 1995. The Company
has no separate audit committee, compensation committee, nominating
committee or other committee performing similar functions.
INFORMATION CONCERNING EXECUTIVE OFFICERS
The executive officers of the Company are Timothy J. Tegeler,
Rebecca M. Braddock, Ernest R. Marx and Auriel A. LaFond. Mr. Tegeler
has served as President and Chief Executive Officer of the Company since
1985 and as Chairman of the Board since 1987. Ms. Braddock has served as
Secretary of the Company since 1985 and as Vice President and Treasurer
since 1987. Mr. Marx has served as Executive Vice President of the
Company since September 1995 and as a Director of Gamco Industries,
Inc., a wholly owned subsidiary of the Company since October 1995. Mr.
LaFond, age 65, has served as a Director of Gamco Industries, Inc. since
1970 and as President of Gamco since 1981.
Each of the executive officers serves at the discretion of the
Board of Directors of the Company.
EXECUTIVE COMPENSATION
The following table reflects compensation paid or payable for
fiscal years 1995, 1994 and 1993 with respect to the Company's chief
executive officer and its other executive officers whose fiscal 1995
salaries and bonuses combined exceeded $100,000 in each instance.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------ ------------
Other Annual All Other
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($) Options (#) Compensation ($)
- --------------------------- ---- ---------- --------- ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
TIMOTHY J. TEGELER 1995 52,800.00 5,406.49 0 0 2,216.53<F1>
President and Chief 1994 50,400.00 3,000.00 0 0 3,770.15<F1>
Executive Officer 1993 50,400.00 3,000.00 0 0 0
<FN>
<F1> Contributions made by the Company in accordance with the Siboney
Corporation 401(k) Plan.
</TABLE>
3
<PAGE> 6
INFORMATION AS TO STOCK OPTIONS
The following table lists the value of options held as of the end
of fiscal 1995 by the person listed in the Summary Compensation Table.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
Number of securities Value of
underlying unexercised unexercised in-the-
options/SARs at fiscal money options/SARs
year-end (#) at fiscal year-end ($)
---------------------- ----------------------
Shares
acquired on Value Exercisable/ Exercisable/
Name exercise (#) Realized ($) unexercisable unexercisable
---- ------------ ------------ --------------------- ---------------------
<S> <C> <C> <C> <C>
TIMOTHY J. TEGELER 0 0 25,000/0 $2,500/0
</TABLE>
TRANSACTIONS WITH ISSUER AND OTHERS
Alan G. Johnson, a nominee for reelection as a Director, is a
member of the law firm of Gallop, Johnson & Neuman, L.C., which has been
the Company's general counsel since August 1985 and is expected to
provide legal services to the Company in the future.
RELATIONSHIP WITH INDEPENDENT PUBLIC AUDITORS
Rubin, Brown, Gornstein & Co. LLP was the Company's independent
auditor for the year ended December 31, 1995 and has been selected as
its independent auditor for 1996. A representative of Rubin, Brown,
Gornstein & Co. LLP is expected to attend the annual meeting and will
have the opportunity to make statements and respond to appropriate
questions from stockholders.
ANNUAL REPORT
The Annual Report of the Company for 1995 accompanies this notice.
FUTURE PROPOSALS OF SECURITY HOLDERS
Any stockholder who intends to submit a proposal for consideration
at the 1997 annual meeting of stockholders pursuant to the applicable
rules of the Securities and Exchange Commission must send the proposal
to reach the Company's Corporate Secretary by December 13, 1996.
Proposals should be addressed to: Rebecca M. Braddock, Secretary,
Siboney Corporation, P.O. Box 16184, St. Louis, Missouri 63105.
MISCELLANEOUS
The Company will pay the cost of soliciting proxies. In addition to
solicitation by use of the mails, certain officers and regular employees
of the Company may solicit the return of proxies by telephone, telegram
or personal interview and may request brokerage houses and custodians,
nominees and fiduciaries to forward soliciting material to their
principals and will reimburse them for their reasonable out-of-pocket
expenses.
Stockholders are urged to mark, sign, date and send in their
proxies without delay.
OTHER BUSINESS
The Board of Directors knows of no business to be brought before
the annual meeting other than as set forth above. If other matters
properly come before the meeting, it is the intention of the persons
named in the solicited proxy to vote the proxy on such matters in
accordance with their judgment.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 1O-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (INCLUDING RELATED FINANCIAL
STATEMENTS AND SCHEDULES) IS AVAILABLE TO STOCKHOLDERS, WITHOUT CHARGE,
UPON WRITTEN REQUEST TO THE SECRETARY, SIBONEY CORPORATION, P.O. BOX
16184, ST. LOUIS, MISSOURI 63105.
BY ORDER OF THE BOARD OF DIRECTORS
Rebecca M. Braddock, Secretary
St. Louis, Missouri
April 11, 1996
4
<PAGE> 7
SIBONEY CORPORATION
Annual Meeting to be held
May 14, 1996
11:00 a.m.
Clayton Mercantile Building Conference Centre
8000 Maryland Avenue
St. Louis, MO 63105
IMPORTANT
---------
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT
PROMPTLY IN THE POSTPAID ENVELOPE PROVIDED.
A MAJORITY IS REQUIRED BY LAW. THEREFORE, NO MATTER HOW MANY SHARES
YOU OWN, IT IS IMPORTANT THAT YOU VOTE SO THAT YOUR COMPANY CAN SAVE
THE EXPENSE OF FOLLOW-UP LETTERS TO STOCKHOLDERS WHO HAVE NOT
RESPONDED.
PLEASE DETACH HERE AND RETURN THIS PROXY IN THE ENCLOSED REPLY ENVELOPE.
- ------------------------------------------------------------------------------
The undersigned hereby acknowledges receipt of copies of the
Company's Notice of Annual Meeting of Stockholders and Proxy
Statement, each dated April 11, 1996, and the Annual Report of the
Company for 1995.
P
Date --------- ,1996 ------------------------- -------------------------
Signature of Stockholder Signature if held jointly
R Please sign exactly as name appears below. 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
O President or other authorized officer. If a partnership, please
sign in partnership name by authorized person.
X
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Y
Please check your address and zip code and note any corrections on
the address label.
<PAGE> 8
PLEASE SIGN AND DATE ON THE REVERSE SIDE
- -----------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
SIBONEY CORPORATION
1996 ANNUAL STOCKHOLDERS' MEETING
P The undersigned stockholder of SIBONEY CORPORATION, a Maryland
corporation, hereby appoints Timothy J. Tegeler and Rebecca M.
Braddock, or either of them, with full power of substitution, the true
and lawful attorney and proxy of the undersigned, to represent the
undersigned at the annual meeting of the stockholders of SIBONEY
R CORPORATION, to be held at the Clayton Mercantile Building
Conference Centre, 8000 Maryland Ave., St. Louis, Missouri 63105, on
Tuesday, May 14, 1996, at 11:00 a.m., and at any adjournment thereof,
and to vote, according to the number of votes the undersigned would be
entitled to vote if personally present, upon the following matters:
O
1. ELECTION OF DIRECTORS / / WITHHOLD AUTHORITY
/ / FOR all nominees listed below to vote for all nominees
listed below
X
Rebecca M. Braddock, James P. Connaughton, Alan G. Johnson,
Thomas G. Keeton, Ernest R. Marx and Timothy J. Tegeler
INSTRUCTION: To withhold authority to vote for any individual
nominee, print that nominee's name on the line provided below.
Y
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2. In their discretion with respect to the transaction of such
other business as may properly come before 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 PROPOSAL 1.
