SIBONEY CORPORATION
8135 Forsyth Blvd., Suite 206
P.O. Box 16184
St. Louis, Missouri 63105
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1998
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 Tuesday, May 19, 1998, at 11:00
a.m., for the following purposes:
1. To elect a board of five 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 23, 1998 will be
entitled to vote at the meeting.
A copy of the Annual Report for 1997 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 19, 1998, 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 10, 1998.
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 23, 1998, will be
entitled to vote at the meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On March 23, 1998, there were 16,518,344 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. 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
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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 23, 1998, 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 Name of Ownership Class
- ---------------- -------- ------------------ -----
Timothy J. Tegeler Common 2,609,631(1) 15.80%
8135 Forsyth Blvd., Suite 206
St. Louis, Missouri 63105
(1) Includes 10,000 shares owned by members of Mr. Tegeler's family,
1,458,000 shares (8.83%) held by two trusts, of which Mr. Tegeler is a trustee
together with Mercantile Trust Company of St. Louis, and 377,500 shares (2.29%)
held by the Tegeler Foundation, of which Mr. Tegeler is a trustee.
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 five 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; and
(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.
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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 23, 1998, 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.
Amount and Nature
Principal Occupation of Beneficial
Name of Director (Age) or Employment During Ownership of Shares
and Term as Directors the Past Five Years (% of Class)
- --------------------- -------------------- -------------------
Rebecca M. Braddock (44) Vice President, Secretary 212,000
1985 to Present & Treasurer (1.28%)
Siboney Corporation
St. Louis, Missouri (1)
Alan G. Johnson (63) Member of Gallop, Johnson & 200,000
1987 to Present Neuman, L.C., Attorney-at-law, (1.21%)
St. Louis, MO, Director of
K-V Pharmaceutical Company
and MRL, Inc.
Thomas G. Keeton (42) President of Woodridge Business 324,076 (5)
1985 to Present Institute, a business school, (1.96%)
Salisbury, Maryland (2)
Ernest R. Marx (47) Executive Vice President, 200,000 (6)
1996 to Present Siboney Corporation, St. Louis, (1.20%)
Missouri, since September 1995;
prior thereto, President of
Play Bac Publishing USA, an
international trade publisher,
St. Louis, Missouri
Timothy J. Tegeler (56) Chairman of the Board, President 2,609,631 (4)
1979 to Present and Chief Executive Officer, (15.80%)
Siboney Corporation, St. Louis,
Missouri, Investment executive
with Century Securities, Inc.
an investment securities firm,
since February 1993 (3)
All Directors and Officers 3,545,707 (6)
as a group (5 persons) (21.21%)
(1) Ms. Braddock is also an Administrator for the Tegeler Foundation, St.
Louis, Missouri.
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(2) 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.
(3) Mr. Tegeler is also the Managing Trustee of the Tegeler Foundation, St.
Louis, Missouri.
(4) Includes the shares set forth in footnote (1) to the table under
"Voting Securities and Principal Holders Thereof."
(5) Includes 10,000 shares owned by Mr. Keeton as custodian for a minor
child.
(6) Includes the following shares subject to fully exercisable options:
Shares Subject
Name of Director/Officer to Options
------------------------ --------------
Ernest R. Marx 200,000
The Board of Directors held one meeting during 1997. The Company has no
separate audit committee, compensation committee, nominating committee or other
committee performing similar functions.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on a review of Forms 3 & 4 and amendments thereto furnished to
the Company during its most recent fiscal year and Form 5 and amendments thereto
(or written representations that no Form 5 report is required) furnished to the
Company with respect to its most recent fiscal year, the Company believes that
James P. Connaughton, a former director of the Company, did not timely file a
Form 4 relating to the exercise of a stock option.
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 1997, 1996 and 1995 with respect to the Company's chief executive officer
and its other executive officers whose fiscal 1997 salaries and bonuses combined
exceeded $100,000 in each instance.
Summary Compensation Table
Annual Compensation
Name and All Other
Principal Position Year Salary($) Bonus ($) Compensation ($)
- ------------------- ---- --------- --------- ----------------
TIMOTHY J. TEGELER 1997 62,400.00 4,332.00 3,305.51(1)
President and Chief 1996 60,000.00 4,229,00 3,862.07(1)
Executive Officer 1995 52,800.00 5,406.49 2,216.53(1)
ERNEST R. MARX 1997 120,000.00 31,089.00 1,925.70(1)
Executive Vice 1996 120,000.00 31,089.00 0
President(2) 1995 35,000.00 25,000.00 0
(1) Contributions made by the Company in accordance with the Siboney
Corporation 401(k) Plan.
(2) Mr. Marx joined the Company in September 1995.
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INFORMATION AS TO STOCK OPTIONS
The following table lists the value of options held as of the end of fiscal
1997 by the persons listed in the Summary Compensation Table.
AGGREGATE OPTIONS/SAR EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTIONS/SAR VALUES
<TABLE>
<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 25,000 $2,500.00 0/0 0/0
ERNEST R. MARX 0 0 133,333/66,667 0/0
</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, 1997 and has been selected as its independent
auditor for 1998. 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 1997 accompanies this notice.
FUTURE PROPOSALS OF SECURITY HOLDERS
Any stockholder who intends to submit a proposal for consideration at the
1999 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 11, 1998. 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.
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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
Rebecca M. Braddock, Secretary
Saint Louis, Missouri
April 10, 1998
SIBONEY CORPORATION
P.O. BOX 16184
Saint Louis, MO 63105
http://www.siboney.com
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ADDENDUM 1
SIBONEY CORPORATION
Annual Meeting to be held
May 19, 1998
11:00 a.m.
Clayton Mercantile Building Conference Centre
8000 Maryland Ave.
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.
- -------------------------------------------------------------------------------
PROXY
The undersigned hereby acknowledges receipt of copies of the Company's
Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April
10, 1998, and the Annual Report of the Company for 1997.
Date _________________, 1998 ________________________ ________________________
Signature of Stockholder Signature if jointly held
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 President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please check your address and zip code and note any corrections on the address
label.
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PLEASE SIGN AND DATE ON THE REVERSE SIDE
- -------------------------------------------------------------------------------
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
SIBONEY CORPORATION
1998 ANNUAL STOCKHOLDERS' MEETING
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 CORPORATION, to be held at the Clayton Mercantile
Building Conference Centre, 8000 Maryland Ave., St. Louis, MO 63105, on Tuesday,
May 19, 1998, 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:
1. ELECTION OF DIRECTORS WITHHOLD AUTHORITY
_____ For all nominees listed below _____ to vote for all nominees listed
below
Rebecca M. Braddock, 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 below.
----------------------------------------------
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 DISCRETION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
