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 [ ]
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SIBONEY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Names of Person(s) Filing Proxy Statement)
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.
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>
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 8, 1997
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders of SIBONEY
CORPORATION will be held at the Clayton Mercantile Building Conference Centre,
8000 Maryland Ave., St. Louis, Missouri 63105 on Thursday, May 8, 1997, at 11:00
a.m., for the following purposes:
1. to elect a board of six directors;
2. to consider approval of the Siboney Corporation 1997 Incentive
Stock Option Plan; and
3. 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 11, 1997 will be entitled to vote at the
meeting. A copy of the Annual Report for 1996 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 May 7, 1997, 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 4, 1997.
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 11, 1997, will
be entitled to vote at the meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On March 11, 1997, there were 15,766,694 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. A majority of the outstanding shares present
in person or by proxy will constitute a quorum at the meeting. 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. A vote on approval of the 1997
Incentive Stock Option Plan or any other matter properly brought before the
1
<PAGE>
meeting requires the affirmative vote of a majority of the shares of common
stock present in person or represented at the meeting by proxy and entitled to
vote on the proposal. Abstentions from voting on the election of directors will
operate as neither a vote for nor a vote against any or all nominees for
directors. Abstentions from voting on any other proposal properly brought before
the meeting effectively will operate as a vote against such proposal. Shares
represented by broker non-votes will not be counted in determining the number of
shares necessary for approval of a proposal, although they will be counted for
purposes of determining whether there is a quorum.
As of March 11, 1997, 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:
Title of Amount and % of
Name and Address Class Nature of Ownership Class
- ---------------- ----- ------------------- -----
Timothy J. Tegeler Common 2,745,631(1) 17.39%
8000 Maryland Ave., Suite 1040
St. Louis, Missouri 63105
(1) Includes 10,000 shares owned by members of Mr. Tegeler's
family, 1,664,000 shares (10.54%) held by two trusts, of which
Mr. Tegeler is a trustee together with Mercantile Trust
Company of St. Louis, and 307,500 shares (1.95%) 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.
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.
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) FOR approval of the Siboney Corporation 1997 Incentive Stock
Option Plan; and
(3) 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.
PROPOSAL 1 -- ELECTION OF DIRECTORS
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 11, 1997, 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.
2
<PAGE>
<TABLE>
Amount and Nature
<CAPTION>
Principal Occupation of Beneficial
Name of Director (Age) or Employment During Ownership of Shares
and Term as Director the Past Five Years (% of Class)
- -------------------- ------------------- ------------
<S> <C> <C>
Rebecca M. Braddock (43) Vice President, Secretary & Treasurer 212,000 (7)
1985 to Present Siboney Corporation (1.33%)
St. Louis, Missouri (1)
James P. Connaughton (66) Senior Vice President with Oppenheimer & Co., Inc., 200,750 (2) (7)
1987 to Present an investment securities firm, St. Louis, Missouri, (1.26%)
since February 1994; prior thereto,
Senior Vice President of Stifel, Nicolaus
and Co., Inc., an investment securities firm,
St. Louis, Missouri
Alan G. Johnson (62) Member of Gallop, Johnson & Neuman, L.C., 200,000
1987 to Present attorneys-at-law, St. Louis, Missouri. Director of (1.27%)
K-V Pharmaceutical Company and MRL, Inc.
Thomas G. Keeton (41) President of Woodridge Business Institute, 324,076 (6) (7)
1985 to Present a business school, Salisbury, Maryland (3) (2.03%)
Ernest R. Marx (46) Executive Vice President, Siboney Corporation, 200,000 (7)
1996 to Present St. Louis, Missouri, since September 1995; (1.25%)
prior thereto, President of Play Bac Publishing USA,
an international trade publisher, St. Louis, Missouri
Timothy J. Tegeler (55) Chairman of the Board, President 2,745,631 (5) (7)
1979 to Present and Chief Executive Officer, Siboney (17.39%)
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 (4)
All Directors and Officers 3,882,457 (5) (7)
as a group (23.40%)
<FN>
(1) Ms. Braddock is also an Administrator for the Tegeler Foundation, a
charitable foundation, St. Louis, Missouri.
(2) Includes 500 shares owned by Mr. Connaughton as joint tenant and 250
shares held in a trust of which Mr. Connaughton is the trustee.
(3) 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.
(4) Mr. Tegeler is also the Managing Trustee of the Tegeler Foundation, St.
Louis, Missouri.
(5) Includes the shares set forth in footnote (1) to the table under
"Voting Securities and Principal Holders Thereof."
(6) Includes 10,000 shares owned by Mr. Keeton as custodian for a minor
child.
(7) Includes the following shares subject to fully exercisable options:
</FN>
</TABLE>
3
<PAGE>
Shares Subject
Name of Director/Officer to Options
------------------------ ----------
Timothy J. Tegeler 25,000
Thomas G. Keeton 200,000
Rebecca M. Braddock 200,000
James P. Connaughton 200,000
Ernest R. Marx 200,000
The Board of Directors held one meeting during 1996. 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 and Ernest R. Marx. 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, as a Director of Gamco
Industries, Inc., a wholly owned subsidiary of the Company since October 1995
and as President of Gamco since August 1996.
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 1996, 1995 and 1994 with respect to the Company's chief executive officer
and its other executive officers whose fiscal 1996 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
- --------------------------- ---- ---------- --------- ---------------- ----------- ------------
($)
<S> <C> <C> <C> <C> <C> <C>
TIMOTHY J. TEGELER 1996 60,000.00 4,229.00 0 0 3,862.07(1)
President and Chief 1995 52,800.00 5,406.49 0 0 2,216.53(1)
Executive Officer 1994 50,400.00 3,000.00 0 0 3,770.15(1)
ERNEST R. MARX 1996 120,000.00 31,089.00 0 0 0
Executive Vice President(2) 1995 35,000.00 25,000.00 0 0 0
<FN>
(1) Contributions made by the Company in accordance with the Siboney Corporation
401(k) Plan.
(2) Mr. Marx joined the Company in September 1995.
</FN>
</TABLE>
INFORMATION AS TO STOCK OPTIONS
The following table lists the value of options held as of the end of
fiscal 1996 by the persons listed in the Summary Compensation Table.
4
<PAGE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
Number of securities Value of
underlying unexercised unexercised in-the-
options/SARs at fiscal money options/SARs
year-end (#) at fiscal year-end ($)
---------------------- -----------------------
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
ERNEST R. MARX 0 0 66,667/133,333 $1,667/$3,333
</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.
PROPOSAL 2 -- APPROVAL OF SIBONEY
CORPORATION 1997 INCENTIVE STOCK OPTION PLAN
On March 3, 1997, the Board of Directors of the Company adopted the
Siboney Corporation 1997 Incentive Stock Option Plan (the "Plan") and it
directed that the Plan be submitted to the Stockholders of the Company for their
approval.
The Plan is intended to provide additional incentive to valued and
trusted employees of the Company by encouraging them to acquire shares of the
Company's common stock and thereby increase the interest of such employees in
the business of the Company and provide them with an increased personal interest
in the success of the Company. The intended result is to promote the interest of
both the Company and its Shareholders. All employees of the Company, including
members of the Board of Directors who are employees, will be eligible to receive
options under the Plan.
The Plan is administered by the Board of Directors. The maximum number
of shares available for issuance under the Plan is 800,000 shares. No options
may granted under the Plan after March 2, 2007. The Board may amend the Plan at
any time.
An option enables the optionee to purchase shares of Common Stock at
the option price. The option price per share may not be less than the fair
market value of the Common Stock at the time the option is granted, provided
that in the event of the grant of an option to an optionee who is or would be
the beneficial owner of more than 10% of the total combined voting power of all
classes of the Company's stock, the option price may not be less than 110% of
the fair market value of the Common Stock on the date of grant. Under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent
a person is granted options that are first exercisable during any calendar year
for shares having an aggregate fair market value as of the date of grant of more
than $100,000, the shares purchased pursuant to options in excess of such
limitation will be deemed to be non-qualified stock options. In order to obtain
shares by exercise of an option, a participant must pay the full option price to
the Company at the time of exercise of the option. The purchase price may be
paid in cash or, with the consent of the Board of Directors, stock of the
Company, including stock acquired under the same option. Options issued under
the plan are intended to qualify as incentive stock options under Section 422 of
the Code.
Options may be granted with terms of no more than ten years from the
date of grant, provided that in the event of the grant of an option to an
optionee who is or would be the beneficial owner of more than 10% of the total
combined voting power of all classes of the Company's stock, the term of such
5
<PAGE>
option may not exceed five years. Options will survive for a limited period of
time after the optionee's death, disability or normal retirement from the
Company. Any shares as to which an option expires, lapses unexercised, or is
terminated or cancelled may be subject to a new option.
An optionee will not realize any income, nor will the Company be
entitled to a deduction, at the time an incentive stock option is granted. If an
optionee does not dispose of the shares acquired on the exercise of an incentive
stock option within one year after the transfer of such shares to him or within
two years from the date the incentive stock option was granted to him, for
federal income tax purposes: (a) the optionee will not recognize any income at
the time of exercise of his incentive stock option; (b) the amount by which the
fair market value (determined without regard to any restriction other than a
restriction which by its terms will never lapse) of the shares at the time of
exercise exceeds the exercise price is an item of tax preference subject to the
alternative minimum tax on individuals; and (c) the difference between the
incentive stock option price and the amount realized upon sale of the shares of
the optionee will be treated as long-term capital gain or loss. The Company will
not be entitled to a deduction upon the exercise of an incentive stock option.
Except in the case of a transfer following the death of an optionee and certain
other very limited exceptions, if the stock acquired pursuant to an incentive
stock option is not held for the minimum periods described above, the excess of
the fair market value of the stock at the time of exercise over the amount paid
for the stock generally will be taxed as ordinary income to the optionee in the
year of disposition.
The Company is entitled to a deduction for federal income tax purposes
at the time and in the amount in which income is taxed to the optionee as
ordinary income by reason of the sale of stock acquired upon the exercise of an
incentive stock option.
No options have been issued under the Plan.
An affirmative vote of the holders of a majority of the issued and
outstanding shares of Common Stock on the record date is required for the
adoption of the Amended and Restated Plan.
The Board of Directors recommends a vote FOR approval of the Plan.
RELATIONSHIP WITH INDEPENDENT PUBLIC AUDITORS
Rubin, Brown, Gornstein & Co. LLP was the Company's independent auditor
for the year ended December 31, 1996 and has been selected as its independent
auditor for 1997. 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 1996 accompanies this notice.
FUTURE PROPOSALS OF SECURITY HOLDERS
Any stockholder who intends to submit a proposal for consideration at
the 1998 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 5, 1997. 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.
6
<PAGE>
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 10-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
/s/Rebecca M. Braddock, Secretary
Saint Louis, Missouri
April 4, 1997
7
<PAGE>
SIBONEY CORPORATION
Annual Meeting to be Held
May 8, 1997
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 4, 1997,
and the Annual Report of the Company for 1996.
P Date ,1997 ------------------------ ------------------------
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
O corporation, please sign in full corporate name by 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
Y ENCLOSED ENVELOPE.
Please check your address and zip code
and note any corrections on the address label.
<PAGE>
PLEASE SIGN AND DATE ON THE REVERSE SIDE
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
SIBONEY CORPORATION
1997 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
R them, with full power of substitution, the true and lawful attorney and
proxy of the undersigned, to represent the undersigned at the annual
O meeting of the stockholders of SIBONEY CORPORATION, to be held at the
Clayton Mercantile Building Conference Centre, 8000 Maryland Avenue, St.
X Louis, Missouri 63105, on Thursday, May 8, 1997, at 11:00 a.m., and at any
adjournment thereof, and to vote, according to the number of votes the
Y undersigned would be entitled to vote if personally present, upon the
following matters:
1. ELECTION OF DIRECTORS |_| WITHHOLD AUTHORITY
|_| FOR all nominees listed below to vote for all nominees listed below
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.
2. APPROVAL OF THE SIBONEY CORPORATION 1997 INCENTIVE STOCK OPTION PLAN
|_| FOR |_| AGAINST |_| ABSTAIN
3. 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 & 2.
