<PAGE> 1
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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>
AMERICAN STONE INDUSTRIES, INC.
(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)(4) 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: ...........................................................
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<PAGE> 2
AMERICAN STONE INDUSTRIES, INC.
8705 Quarry Road
P.O. Box 261
Amherst, Ohio 44001
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 19, 2000
To Our Stockholders:
The Annual Meeting of Stockholders of American Stone Industries, Inc. (the
"Company") will be held at the offices of Roulston & Company, Inc., 3636 Euclid
Avenue, Cleveland, Ohio on Wednesday, April 19, 2000, at 10:30 a.m. E.S.T. to:
(1) Elect seven Directors, each to serve for a term of one year; and
(2) Transact such other business as may properly come before the
meeting.
Only those holders of Common Stock of record at the close of business on
March 8, 2000 are entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors,
Michael J. Meier
Secretary
March 17, 2000
The Company's Annual Report for the year ended December 31, 1999 is
enclosed. The Annual Report contains financial and other information about the
Company, but is not incorporated into the Proxy Statement and is not deemed to
be a part of the proxy soliciting material.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU MAY HOLD.
Please sign, date and return your proxy card in the return envelope provided as
soon as possible. This will not prevent you from voting your shares in person if
you are present at the Annual Meeting.
<PAGE> 3
AMERICAN STONE INDUSTRIES, INC.
8705 Quarry Road
P.O. Box 261
Amherst, Ohio 44001
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 19, 2000
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of American Stone Industries, Inc. ("American Stone" or
the "Company") of proxies to be used at the Annual Meeting of Stockholders of
the Company to be held on Wednesday, April 19, 2000, at 10:30 a.m. E.S.T. at the
offices of Roulston & Company, Inc., 3636 Euclid Avenue, Cleveland, Ohio (the
"Annual Meeting") and at any adjournment or postponement thereof.
The accompanying proxy is solicited by the Board of Directors of the
Company and will be voted in accordance with the instructions contained therein,
if it is returned duly executed and is not revoked. If no choice is specified on
the proxy it will be voted FOR the election of the seven nominees for Director
named herein. Any stockholder giving a proxy pursuant to this solicitation may
revoke it by giving written notice to the Secretary of the Company at any time
prior to its exercise, by voting in person at the Annual Meeting or by
submission of a duly executed proxy bearing a later date.
This Proxy Statement and accompanying form of proxy are being mailed to
stockholders on or about March 17, 2000.
The record date for determination of stockholders entitled to vote at the
Annual Meeting was the close of business on March 8, 2000. On that date,
certificates representing 1,736,364 shares of Common Stock were outstanding and
entitled to vote. The Company has no other voting securities outstanding.
At the Annual Meeting, in accordance with the Delaware General Corporation
Law and the Company's Bylaws, the inspectors of election appointed by the Board
of Directors for the Annual Meeting will determine the presence of a quorum and
will tabulate the results of stockholder voting. The holders of a majority of
the outstanding shares of the Company's Common Stock entitled to vote at the
meeting, present in person or by proxy, will constitute a quorum. The inspectors
of election intend to treat properly executed proxies that are marked, with
respect to election of Directors, as "vote withheld" or, with respect to any
other proposals, "abstain," as shares present for purposes of determining
whether a quorum is present. Likewise, broker non-votes will be counted in
determining a quorum.
The seven nominees for Director receiving the greatest number of votes will
be elected. In the election of Directors, votes may be cast in favor or
withheld; votes that are withheld or broker non-votes will have no effect on the
outcome of the election of Directors.
In voting on matters other than the election of Directors, proposals will
be decided by the vote of holders of a majority of the outstanding shares
entitled to vote thereon present in person or by proxy at the meeting, unless
otherwise provided by law or by the Certificate of Incorporation. In voting on
such other matters, votes may be cast in favor, against or abstained.
Abstentions will count as present for purposes of the proposal on which the
abstention is noted and will have the effect of a vote against the proposal.
Broker non-votes, however, are not
1
<PAGE> 4
counted as present and entitled to vote for purposes of determining whether a
proposal has been approved and will have no effect on the outcome of any
proposal requiring the affirmative vote of the holders of a majority of the
outstanding shares present and entitled to vote.
ELECTION OF DIRECTORS
Under the Company's Bylaws adopted by the stockholders on November 22,
1996, the authorized number of Directors of the Company shall be not less than
three, nor more than seven, as may be fixed from time to time by resolution of
the Board of Directors, and each Director shall be elected or designated to
serve and hold office until the next Annual Meeting of Stockholders. All seven
of the current Directors of the Company have been nominated to be re-elected for
one-year terms. Unless otherwise specified, all duly executed proxies will be
voted FOR the election of the nominees named below. The persons designated as
proxies, however, reserve full discretion to cast votes for other persons if any
nominee is unable to serve. All nominees have indicated their willingness to
serve as Directors, if elected, and the Company has no reason to believe they
will be unable to serve.
Information about the Director nominees is set forth in the following
paragraphs.
DIRECTOR NOMINEES FOR TERMS EXPIRING IN 2001
<TABLE>
<S> <C>
Enzo Costantino................ Mr. Costantino has served as Treasurer of the Company and as
Age 38 a Director since 1996. He has been Secretary and Treasurer
Director since 1996 of Terrazzo, Mosaic & Tile Company, Ltd. since 1994.
Terrazzo, Mosaic & Tile is a subcontractor for all hard and
soft commercial surfaces located in Toronto, Ontario. Prior
to joining Terrazzo, Mosaic & Tile, Mr. Costantino was the
controller of Daicon Contractors, a general contractor
located in Toronto, Ontario, from 1989 to 1994, and the cost
accounting manager for Canada Packers, a meat processor
located in Toronto, Ontario, from 1983 to 1989.
Glen Gasparini................. Mr. Gasparini has served as a Director since 1995 and was
Age 47 President and Chief Executive Officer of the Company from
Director since 1995 1995 to 1997. He has been President of Terrazzo, Mosaic &
Tile Company, Ltd. since 1975. Terrazzo, Mosaic & Tile is a
subcontractor for all hard and soft commercial surfaces
located in Toronto, Ontario.
Jacquita K. Hauserman.......... Ms. Hauserman has served as a Director of the Company since
Age 57 1997. She has been Vice President and Chief Development
Director since 1997 Officer of Summa Health System, located in Akron, Ohio,
since 1999. Summa Health System is a 963-bed nonprofit
health care delivery network created by the 1989 merger of
Akron City and St. Thomas hospitals. She was previously an
independent consultant with American Management Systems
since 1998. Prior to that, she was employed by Centerior
Energy from 1982 until 1998, most recently as Vice-President
of Business Services. Previous positions with Centerior
included Vice-President of Customer Support, Vice-President
of Customer Service and Community Affairs and Vice-President
of Administration. Centerior Energy, located in Cleveland,
Ohio, was a holding company for Cleveland Electric
Illuminating and Toledo Edison electric utilities until it
was purchased by Ohio Edison in 1997. She is also a Director
and Trustee of several non-profit organizations in the
Cleveland area.
</TABLE>
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<PAGE> 5
<TABLE>
<S> <C>
Michael J. Meier............... Mr. Meier has served as Secretary of the Company and as a
Age 45 Director since 1996. He has been Director of Finance,
Director since 1996 Specialty Resins and Formulators, of The Geon Company (NYSE:
GON) since May 1999. The Geon Company is a leading polymer
services and technology company with world-wide operations
in vinyl compounds, specialty vinyl resins and formulations,
calendaring and other value-added products and services,
with headquarters in Avon Lake, Ohio. He was previously
Vice-President of Finance, Chief Financial Officer,
Secretary and Treasurer of Defiance, Inc. (Nasdaq NM: DEFI)
from 1990 until February 1999. Defiance, a supplier of
tooling systems, testing services, specialty anti-friction
bearings and precision-machined products to the U.S.
transportation industry, with headquarters in Cleveland,
Ohio, was purchased by General Chemical Group, Inc. (NYSE:
GCG) in February 1999.
Timothy I. Panzica............. Mr. Panzica has served as a Director of the Company since
Age 44 1996. He has been Executive Vice-President of Panzica
Director since 1996 Construction Company since 1981. Panzica Construction
Company, a 44 year old firm located in Cleveland, Ohio, is a
full service construction management/general contracting
organization with expertise in all aspects of commercial
construction. Panzica Construction Company is part of the
Panzica Group of companies, which specializes in real estate
development, design/build, and property management.
Thomas H. Roulston II.......... Mr. Roulston has served as Chairman of the Board of the
Age 66 Company and as a Director since 1996. He founded Roulston &
Director since 1996 Company, Inc. and has been its Chairman since 1990. Roulston
& Company is a registered investment advisor located in
Cleveland, Ohio. Mr. Roulston was also Chairman of the Board
of Directors of Defiance, Inc. (Nasdaq NM: DEFI) through
February 1999. Defiance, a supplier of tooling systems,
testing services, specialty anti-friction bearings and
precision-machined products to the U.S. transportation
industry, with headquarters in Cleveland, Ohio, was
purchased by General Chemical Group, Inc. (NYSE: GCG) in
February 1999. Mr. Roulston is also a Director of several
privately-held companies.
Louis Stokes................... Mr. Stokes has served as a Director of the Company since
Age 75 January 1999. From 1969 to 1998, Mr. Stokes served as a
Director since 1999 Congressman in the United States House of Representatives.
In February 1999, Mr. Stokes took a position as senior
counsel at Squire, Sanders & Dempsey, a Cleveland-based law
firm, and joined the faculty of the Mandel School of Applied
Social Sciences at the Case Western Reserve University.
</TABLE>
INFORMATION REGARDING MEETINGS AND
COMMITTEES OF THE BOARD OF DIRECTORS
COMMITTEES OF THE BOARD OF DIRECTORS
The Audit Committee, established in September 1996 and consisting entirely
of non-employee Directors, met once in fiscal 1999. The committee reviews the
external audit plan and activities, the Company's annual financial statements
and the Company's system of internal and financial controls. The committee also
reviews all significant fees for audit, audit-related and nonaudit services
provided by the independent auditors and recommends the annual selection of
independent auditors to the Board. Members of the audit committee are Michael J.
Meier (Chairman) and Enzo Costantino.
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<PAGE> 6
The Compensation Committee, established in September 1996 and consisting
entirely of non-employee Directors, met one time in fiscal 1999. The committee
administers the incentive plans of the Company and its subsidiaries, approves
changes in senior executive compensation and recommends changes in the Company's
incentive plans to the Board. The committee also recommends the retainer and
attendance fees for Directors. Members of the compensation committee are Timothy
I. Panzica (Chairman), Jacquita K. Hauserman and Thomas H. Roulston II.
The Executive Committee, established in September 1996 and consisting
entirely of non-employee Directors, did not meet in fiscal 1999. The committee
acts upon matters requiring Board action during the intervals between Board
meetings and includes all the functions of the Board of Directors other than the
filling of vacancies in the Board of Directors or in any of its committees.
Members of the executive committee are Thomas H. Roulston II (Chairman) and Glen
Gasparini.
ATTENDANCE AT MEETINGS
The Board of Directors of the Company met ten times during fiscal 1999.
During fiscal 1999 each Director attended at least 75 percent of the meetings of
the Board of Directors and any Committee of the Board of Directors on which he
or she served.
COMPENSATION OF DIRECTORS
No Directors' fees are paid to Directors. All Directors are reimbursed for
reasonable out-of-pocket expenses incurred in connection with their services as
Directors.
On June 24, 1998, the stockholders approved the American Stone Industries,
Inc. 1998 Non-Employee Director Stock Option Plan. Under this plan, each
non-employee Director automatically receives an option to purchase 1,500 shares
of Common Stock on the date of each annual meeting of stockholders in which the
Director is elected or reelected to the Board of Directors. In addition, each
Director receives an option to purchase 150 shares of Common Stock for each
board or committee meeting attended. The Chairman of the Board receives twice
the number of options as the other Directors. Each option is granted at the fair
market value of the Common Stock on the date of grant. All options granted are
non-qualified stock options for federal income tax purposes.
COMMON STOCK OWNERSHIP
BENEFICIAL OWNERSHIP OF STOCKHOLDERS
OWNING MORE THAN FIVE PERCENT
The following table sets forth beneficial owners known to the Company of
more than five percent of the Company's outstanding Common Stock as of February
23, 2000. All information with respect to beneficial ownership has been
furnished by the respective five percent beneficial holder.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER BENEFICIALLY OWNED TOTAL SHARES
------------------- ------------------ ------------
<S> <C> <C>
Roulston Ventures Limited Partnership(1)................ 487,272(2) 27.6%
3636 Euclid Avenue
Cleveland, OH 4410.55
TMT Masonry, Ltd.(3).................................... 400,000 23.0%
900 Keele Street
Toronto, Ontario, Canada M6N 3E7
</TABLE>
- ---------------
(1) Mr. Thomas H. Roulston II, Director and Chairman of the Board of the
Company, is a general partner of Roulston Ventures Limited Partnership.
Refer to the table regarding Directors and executive officers for detail.
(2) Includes 27,272 shares of Common Stock that are issuable upon conversion of
a convertible subordinated note in the principal amount of $150,000 at a
conversion rate of $5.50 per share.
(3) Mr. Glen Gasparini, a Director of the Company, is President and 75%
shareholder of TMT Masonry, Ltd. Refer to the table regarding Directors and
executive officers for detail.
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<PAGE> 7
BENEFICIAL OWNERSHIP OF DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of Common Stock
beneficially owned as of February 23, 2000 by each Director and executive
officer of the Company and any person who was the Chief Executive Officer of the
Company during 1999. All information with respect to beneficial ownership has
been furnished by the respective Director, executive officer or former executive
officer. All shares shown in the table reflect sole voting and investment power
unless otherwise indicated.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER(1) BENEFICIALLY OWNED TOTAL SHARES(2)
------------------- ------------------ ---------------
<S> <C> <C>
Thomas H. Roulston II................................. 543,573(3) 30.7%
Glen Gasparini........................................ 412,270(4) 23.7%
Steve Mason........................................... 10,000(5) *
Enzo Costantino....................................... 3,500(6) *
Jacquita K. Hauserman................................. 3,500(7) *
Michael J. Meier...................................... 3,800(8) *
Timothy I. Panzica.................................... 5,200(9) *
Louis Stokes.......................................... 2,697(10) *
James M. Rallo........................................ 0 --
David Tyrrell......................................... 10,000 *
All Directors and executive officers as a group (9
persons)............................................ 984,540(11) 54.8%
</TABLE>
- ---------------
* Represents less than 1%.
(1) The address of each beneficial owner is c/o American Stone Industries,
Inc., P.O. Box 261, Amherst, Ohio 44001.
(2) Based on 1,736,364 shares of Common Stock outstanding on February 23, 2000,
adjusted for shares subject to options exercisable within 60 days following
February 23, 2000 held either by the named individuals or by the group as a
whole.
(3) Includes 10,000 shares held by Mr. Roulston's wife. Mr. Roulston disclaims
beneficial ownership of these shares. Shares of Common Stock beneficially
owned by Mr. Roulston also include 487,272 shares held by Roulston Ventures
Limited Partnership, of which Mr. Roulston is a general partner and 9%
owner. Refer to the table regarding stockholders owning more than 5% for
detail. Mr. Roulston's wife is also a 9% owner of Roulston Ventures Limited
Partnership. Mr. Roulston has shared voting and investment power of
Roulston Ventures Limited Partnership in a fiduciary capacity between
himself and Scott D. Roulston, his son. Also includes options, exercisable
within 60 days of February 23, 2000, to purchase 6,000 shares.
(4) Shares of Common Stock beneficially owned by Mr. Gasparini include 400,000
shares held by TMT Masonry, Ltd., of which Mr. Gasparini is President and a
75% shareholder and 4,170 shares held by Terrazzo, Mosaic & Tile Company,
Ltd., of which Mr. Gasparini is President and a 75% shareholder. Also
includes options, exercisable within 60 days of February 23, 2000, to
purchase 2,700 shares.
(5) Includes options, exercisable within 60 days of February 23, 2000, to
purchase 10,000 shares.
(6) Includes options, exercisable within 60 days of February 23, 2000, to
purchase 3,000 shares.
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<PAGE> 8
(7) Includes options, exercisable within 60 days of February 23, 2000, to
purchase 3,000 shares.
(8) Includes options, exercisable within 60 days of February 23, 2000, to
purchase 3,300 shares.
(9) Includes options, exercisable within 60 days of February 23, 2000, to
purchase 3,000 shares.
(10) Includes options, exercisable within 60 days of February 23, 2000, to
purchase 1,950 shares.
(11) Includes options, exercisable within 60 days of February 23, 2000, to
purchase 60,523 shares.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation for
the years ended December 31 1999, 1998 and 1997 for the Company's Chief
Executive Officer (the "Named Executive Officers"). No other executive officers
received compensation whose annual salary and bonus exceeded $100,000 during
that year.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
--------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ---------- ------------
------------------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION OPTIONS COMPENSATION
------------------ ---- ------- -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
James M. Rallo(2)........ 1999 $36,000 -- -- 10,000 --
Interim President and
Chief Executive Officer
David Tyrrell(3)......... 1999 $50,538 -- -- -- --
1998 $75,172 $ 6,200 -- 20,000 --
1997 $96,000 $13,733 -- -- --
</TABLE>
The Named Executive Officers did not receive personal benefits or perquisites
during fiscal 1999, 1998 or 1997 in excess of the lesser of $50,000 or 10% of
their respective aggregate salary and bonus.
(1) Based on service during the fiscal year indicated, though not paid until
after the fiscal year.
(2) Mr. Rallo became Interim President and Chief Executive Officer on August 18,
1999.
(3) Amounts for 1997 are in Canadian dollars. Amounts for 1999 and 1998 are in
U.S. dollars. Mr. Tyrrell resigned as President and Chief Executive Officer
on August 18, 1999.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on grants of stock options during
Fiscal 1999 to the Named Executive Officers.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE OR
UNDERLYING GRANTED TO BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
GRANTED(#) FISCAL YEAR ($/SH) DATE
------------ ------------ --------------- ----------
<S> <C> <C> <C> <C>
James M. Rallo, Interim President and
Chief Executive Officer............... 10,000 100% $ 5.00 10/28/04
David Tyrrell........................... 0 -- -- --
</TABLE>
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
The following table summarizes options that were exercised during fiscal
1999 and presents the value of unexercised options held by the Named Executive
Officers at fiscal year end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT FISCAL YEAR-END(#) FISCAL YEAR-END($)(1)
SHARES ACQUIRED VALUE ---------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James M. Rallo....... 0 -- 0 10,000 0 $2,500
David Tyrrell(2)..... 7,000 $15,750 13,000 0 $22,750 0
</TABLE>
- ---------------
(1) Based upon the closing price of the Company's Common Stock of $5.25 per
share on December 31, 1999.
(2) Mr. Tyrrell was not an executive officer of the Company on December 31,
1999.
PENSION AND RETIREMENT PLANS
The Company does not have a pension or retirement plan.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company does not have any agreements regarding employment, and does not
have any change-in-control arrangements.
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS
No Director has any family relationship to any other Director of the
Company.
On November 22, 1996, TMT, Roulston Ventures, Ltd. ("Roulston Ventures")
and the Company entered into a Share Purchase Option Agreement ("Agreement").
Pursuant to the terms of the Agreement, in the event that TMT or Roulston
Ventures intends to sell all or any part of their common shares of the Company,
the selling party shall first offer to the Company the opportunity to purchase
such shares and, in the event that the Company declines to purchase such shares,
shall offer such shares to the other party to the Agreement. Upon tender, the
Company has 15 days within which to accept the offer before the shares will be
made available to the other party to the Agreement. In the event that neither
the Company nor the other party buys the shares, they may be sold to a third
party.
In September 1998, Roulston Ventures Limited Partnership, a beneficial
owner of approximately 26% of the Company's Common Stock, purchased 60,000
shares of Common Stock from the Company at a price of $3.50 per share, which
represented the closing price of the Common Stock on the date of the purchase.
Thomas H. Roulston II, Chairman of the Board of the Company, is a general
partner of Roulston Ventures Limited Partnership. The purchase of Common Stock
was approved by the Board of Directors of the Company, with Mr. Roulston
abstaining from the vote.
On September 23, 1999, Roulston Ventures Limited Partnership loaned the
Company $150,000 under an 8% convertible subordinated note, due October 1, 2002.
Interest is payable quarterly and the principal is due at maturity. Roulston
Ventures Limited Partnership has the right to convert the note, or any portion
thereof, into Common Stock during the term of the note at the price of $5.50 per
share, which represents the closing price of the Common Stock on the date of the
note. This note is subordinated to all senior bank debt and was approved on
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<PAGE> 10
September 22, 1999 by unanimous vote of the Board of Directors of the Company
with Mr. Roulston abstaining from the vote.
The Company has adopted a policy whereby in the event that management
recommends the Company, or any of its subsidiaries, enter into any business
transactions with a related party, such transactions will be reviewed by a
majority of the Board who are independent. In addition, if a Director is
affiliated with the subject related party, that Director will abstain from
voting on any such proposal.
NOMINATION OF DIRECTORS
The Board considers suitable candidates for membership on the Board from
time to time, and will consider nominees recommended by stockholders.
Stockholders wishing to submit a recommendation should write to the Board in
care of Mr. Thomas H. Roulston II, Chairman of the Board, American Stone
Industries, Inc., P.O. Box 261, Amherst, Ohio 44001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's Directors, executive officers and
greater than ten percent stockholders to file reports of ownership and changes
in ownership with the Securities and Exchange Commission and to furnish the
Company with copies of all such filings. Based solely on its review of copies of
these reports furnished to the Company and, where applicable, any written
representation that no reports were required, the Company believes during fiscal
1999 all Section 16(a) filing requirements were met.
INDEPENDENT ACCOUNTANTS
The firm of Hobe & Lucas served as independent accountants for the Company
for the fiscal years ended December 31, 1999, 1998 and 1997, and have been named
as such for the current fiscal year. Representatives of Hobe & Lucas are
expected to be present at the Annual Meeting with the opportunity to make a
statement if they so desire and to be available to respond to appropriate
questions.
EXPENSES OF SOLICITATION
The Company expects to solicit proxies primarily by mail, but Directors,
officers and employees of the Company may also solicit proxies in person or by
telephone. All reasonable expenses in connection with the solicitation of
proxies will be borne by the Company. The Company will make arrangements for the
forwarding, at the Company's expense, of soliciting materials by brokers,
nominees, fiduciaries and other custodians to their principals.
STOCKHOLDERS' PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals to be presented at the 2001 Annual Meeting, which is
expected to be held in April, 2001, must be received by the Corporate Secretary
for inclusion in the Company's Proxy Statement and form of proxy by November 15,
2000. To be eligible for inclusion in the 2001 proxy materials, such proposal
must conform to the requirements set forth in Regulation 14A promulgated under
the Exchange Act.
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<PAGE> 11
The Company may use its discretion in voting Proxies with respect to
stockholder proposals not included in the Proxy Statement for the fiscal year
ended December 31, 2000, unless the Company receives notice of such proposals
prior to January 29, 2001.
OTHER MATTERS
As of the date of this Proxy Statement, the management of the Company has
no knowledge of any matters to be presented for consideration at the meeting
other than those referred to above. If any other matters properly come before
the meeting, the persons named in the accompanying form of proxy intend to vote
such proxy according to their best judgment on such matters insofar as the
proxies are not limited to the contrary.
Upon the receipt of a written request from any stockholder entitled to vote
at the Annual Meeting, the Company will mail, at no charge to the stockholder, a
copy of the Company's Annual Report on Form 10-KSB, including the financial
statements and schedules required to be filed with the Securities and Exchange
Commission pursuant to Rule 13a-1 under the Exchange Act, for the Company's most
recent fiscal year. Requests from beneficial owners of the Company's voting
securities must set forth a good-faith representation that, as of the record
date for determination of stockholders entitled to vote at the Annual Meeting,
the person making the request was the beneficial owner of securities entitled to
vote at such Annual Meeting. Written requests for the Annual Report on Form
10-KSB should be directed to: Michael J. Meier, Secretary, American Stone
Industries, Inc., State Route 113, P. O. Box 261, South Amherst, Ohio 44001.
You are urged to sign and return your Proxy promptly in order to make
certain your shares will be voted at the Annual Meeting. For your convenience a
return envelope is enclosed requiring no additional postage if mailed in the
United States.
By Order of the Board of Directors,
Michael J. Meier
Secretary
March 17, 2000
9
<PAGE> 12
AMERICAN STONE INDUSTRIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of American Stone Industries, Inc. (the
"Company") hereby appoints Thomas H. Roulston II and Glen Gasparini, the proxies
of the undersigned to vote the shares of Common Stock of the undersigned at the
2000 Annual Meeting of Stockholders of the Company to be held at the offices of
Roulston & Company, Inc., 3636 Euclid Avenue, Cleveland, Ohio on Wednesday,
April 19, 2000, at 10:30 a.m., local time, and at any adjournment thereof upon
the following:
THE BOARD OF DIRECTORS RECOMMENDS VOTES BE CAST FOR PROPOSAL 1.
(1) ELECTION OF DIRECTORS: Enzo Costantino, Glen Gasparini, Jacquita K.
Hauserman, Michael J. Meier, Timothy I. Panzica, Thomas H. Roulston II and
Louis Stokes for terms expiring in 2001.
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees
(INSTRUCTION: IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S
NAME IN THE LIST ABOVE.)
(2) IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
(Continued, and to be signed on other side)
(Continued from other side)
IF NO INSTRUCTION IS INDICATED, AUTHORITY IS GRANTED TO CAST THE VOTE OF
THE UNDERSIGNED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR.
Dated , 2000
-------------------------
-------------------------------
Signature
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Signature if held jointly
NOTICE: When signing as
attorney, executor,
administrator, trustee or
guardian, please give your full
title as such. A proxy given by
a corporation should be signed
in the corporate name by the
chairman of its board of
directors, its president, vice
president, secretary, or
treasurer.
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Proxy Card
