THE BANC STOCK GROUP, INC.
July 7, 2000
Dear Shareholders:
We cordially invite you to attend the Annual Meeting of
the Shareholders of The Banc Stock Group, Inc. (the "Company") to
be held at the Marriott North located at 6500 Doubletree Avenue,
Columbus, Ohio 43229, on Thursday, August 10, 2000, at 10:00 A.M.
The attached Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the
Company. Directors and officers of the Company, as well as
representatives of PricewaterhouseCoopers LLP, the Company's
independent accountants, will be present to respond to any
questions shareholders may have.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN IF
YOU CURRENTLY PLAN TO ATTEND THE ANNUAL MEETING. This will not
prevent you from voting in person but will assure that your vote is
counted if you are unable to attend the meeting. Your vote is
important, regardless of the number of shares you own.
Sincerely,
THE BANC STOCK GROUP, INC.
/s/ Roderick H. Dillon, Jr.
Roderick H. Dillon, Jr.
President & CEO
THE BANC STOCK GROUP, INC.
1105 SCHROCK ROAD, SUITE 437
COLUMBUS, OHIO 43229
(614) 848-5100
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 10, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
The Banc Stock Group, Inc. (the "Company") will be held at the
Marriott North located at 6500 Doubletree Avenue, Columbus, Ohio
43229, Thursday, August 10, 2000, at 10:00 A.M. (the "Meeting") to
consider and act upon the following matters:
1. Election of three nominees to serve on the Board of
Directors, which consists of ten persons;
2. Ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of the Company for the year ended
February 29, 2000;
3. To transact such other business as may properly come
before the Meeting or any adjournment thereof.
Any action may be taken on any one of the foregoing proposals at
the Meeting on the date specified above, or on any date or dates to
which, by original or later adjournment, the Meeting may be
adjourned. Pursuant to the By-laws, the Board of Directors has
fixed the close of business on July 3, 2000, as the record date for
determination of the shareholders entitled to vote at the Meeting
and any adjournments thereof.
You are requested to fill in and sign the enclosed form of proxy
which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope or you may vote by phone by using
the control number identified on your proxy ballot or by
Internet. The proxy will not be used if you attend and vote at the
Meeting in person or if you revoke the proxy prior to the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Sandra L. Quinn, Secretary
Sandra L. Quinn, Secretary
Columbus, Ohio
July 7, 2000
IMPORTANT: THE PROMPT RETURN OF YOUR PROXY WILL SAVE YOUR COMPANY
THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO OBTAIN A
QUORUM. AN
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
THE BANC STOCK GROUP, INC.
1105 SCHROCK ROAD, SUITE 437
COLUMBUS, OH 43229
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of
The Banc Stock Group, Inc., a Florida corporation (the "Company"),
in connection with the solicitation of proxies by the Board of
Directors for use at the annual meeting of shareholders of the
Company to be held on August 10, 2000, and any adjournment thereof.
A copy of the notice of meeting accompanies this Proxy Statement.
It is anticipated that the mailing of the Proxy Statement will
commence on July 11, 2000. This proxy is being solicited by the
Company.
Only shareholders of record at the close of business on
July 3, 2000, the record date for the meeting, will be entitled to
notice of and to vote at the meeting. On the record date, the
Company had outstanding 8,336,817 shares of Class A Common Stock
and 120,000 shares of Class C Common Stock, which are the only
securities of the Company entitled to vote at the meeting, each
share being entitled to one vote.
The purposes of this meeting are to (1) elect three
members to serve on the Board of Directors for a three-year term
and (2) to ratify PricewaterhouseCoopers LLP as independent
accountants for the year ended February 29, 2000. While the
Company is not currently aware of any other matters which will come
before the meeting, if any other maters do properly come before the
meeting, the persons designated as proxies intend to vote in
accordance with their best judgment on such matters.
Each of the scheduled matters will be determined by a
plurality vote of the outstanding Common Shares present and
entitled to vote at the Meeting.
Shareholders who execute proxies may revoke them by
giving notice to the Secretary of the Company at any time before
such proxies are voted. Attendance at the meeting will not have
the effect of revoking a proxy unless the shareholder so attending
notifies the Secretary of the meeting at any time prior to the
voting of the proxy.
The Company will bear the cost of the meeting and the
cost of soliciting proxies, including the cost of mailing the proxy
material. In addition to solicitation by mail, directors, officers
and employees of the Company (who will not be specifically
compensated for such services) may solicit proxies by telephone or
otherwise.
Proxies received pursuant to this solicitation will be
voted in favor of all proposals except as to matters where
authority to vote is specifically withheld, and, where a choice is
specific as to the proposal, they will be voted in accordance with
such specification. If no instructions are given, the persons
named in the proxy intend to vote FOR each of the actions specified
on page 2 of this Proxy.
No person is authorized to give any information or to
make any representation not contained in this Proxy Statement, and
if given or made, such information or representation should not be
relied upon as having been authorized. This Proxy Statement does
not constitute the solicitation of a proxy in any jurisdiction from
any person to whom it is unlawful to make such proxy solicitation
in such jurisdiction. The delivery of this Proxy Statement shall
not, under any circumstances, imply that there has not been any
change in the information set forth herein since the date of this
Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On July 3, 2000, the Company had outstanding 8,336,817
shares of Class A Common Stock, and 120,000 shares of Class C
Common Stock, each of which is entitled to one vote upon each of
the matters presented at the meeting. The holders of the majority
of the shares of Common Stock, present in person or by proxy and
entitled, to vote, will constitute a quorum at the meeting.
Shareholders of record at the close of business on July 3, 2000,
will be entitled to vote at the meeting.
The following sets forth, as of July 3, 2000, certain
information concerning stock ownership of all persons known by the
Company to own beneficially five percent or more of the outstanding
shares of any class of the Company's Common Stock, and the
percentage of voting power assuming exercise of all options which
are currently exercisable):
Name, Address Class A Options/ Class A Class A Class C Class C Combined
Year Term Expires Shares# Warrants# Total # % Shares # % %
is listed for
Directors
Age is listed for
Officers and
Directors
James T. Coppage
6001 River Road,
Suite 402
Columbus,GA 31904 89,140 89,140 0.9% 10,860 9.1% 1.0%
First Eldorado
Bancshares
946 Fourth Street
Eldorado,IL 62930 361,017 361,017 3.7% 43,983 36.7% 4.1%
John W. Walden
1132 Broadway
Columbus, GA 31901 178,280 178,280 1.8% 21,720 18.1% 2.0%
Carol A. Wright
755 Wagon Wheel Dr.
Northport, MI 49670 94,966 94,966 1.0% 12,713 10.6% 1.1%
The following sets forth, as of July 3, 2000, certain
information concerning Common Stock ownership of each Director and
Officer, and all officers and directors of the Company as a group,
and the percentage of voting power (assuming exercise of all
options which are currently exercisable):
Name, Address Class A Options/ Class A Class A Class C Class C Combined
Year Term Expires Shares# Warrants# Total# % Shares# % %
is listed for
Directors
Age is listed for
Officers and
Directors
Larry A. Beres, 53
7811 Winding Way S.
Tipp City, Ohio 45371
Year 2003 (B) 42,500 40,000 82,500 0.8% 0.8%
Robert K. Butner, 78
12 McGuffey Lane
Athens, Ohio 45701
Year 2001 369,779 65,000 434,779 4.4% 4.4%
Roger Blackwell, 59
3380 Tremont Road
Columbus, Ohio 43221
Year 2002 23,500 10,000 33,500 0.3% 0.3%
Michael E. Guirlinger, 52
5321 C Drumcally Lane
Dublin, Ohio 43017
Year 2000 22,427 211,107 233,534 2.4% 2.3%
James G. Mathias, 47
7707 Winding Way South
Tipp City, Ohio 45371
Year 2003 (B)
96,568 65,000 161,568 1.6% 2,170 1.8% 1.6%
Sandra L. Quinn, 34
6288 Chelmsford Sq. E.
Columbus, Ohio 43229
Year 2002 10,500 43,000 53,500 0.5% 0.4%
John Rettig, 59
826 Third Avenue
Fremont, Ohio 43420
Year 2001 35,290 20,000 55,290 0.6% 0.6%
Harvey Thatcher, 66
135 East Central Ave.
Van Wert, Ohio 45891
Year 2002 57,692 65,000 122,692 1.2% 1.2%
L. Jean Thiergartner, 67
20896 Orchard Road
P.O. Box 387
Milford Center,OH 43045
Year 2001 241,500 65,000 306,500 3.1% 3.1%
Richard Desich, 60
111149 W. Arrowhead Dr.
Grafton, Ohio 44044
Year 2003 (B) 7,450 10,000 17,450 0.2% 0.2%
**
Jeffrey C. Barton, 53
290 E. Kossuth Street
Columbus, Ohio 43206 6,000 27,250 33,250 0.3% 0.3%
**
Mark A. Davis, 48
6215 Northgate Rd. Apt. D
Columbus, Ohio 43229 31,778 167,150 198,928 2.0% 2.0%
**
Harry J. Ryan, 55
3888 James River road
New Albany, Ohio 43045 15,000 12,750 27,750 0.3% 0.3%
**
Edward E. Schmidt, 53
5544 Turnberry Drive
Westerville, Ohio 43082 12,950 12,950 0.1% 0.1%
**
Roderick H. Dillon, Jr., 43
46 East Sycamore Street
Columbus, Ohio 43229 200,000 200,000 2.0% 2.0%
Directors and Officers as a
Group
(14 persons) 959,984 1,014,207 1,974,191 20.0% 2,170 1.8% 19.8%
* less than 1% of Class
** These officers are not on the Board of Directors.
(A) Unless otherwise indicated, the sole voting and investment power is held by
the persons named. Dr. Butner disclaims beneficial ownership of 130,000 Class
A shares held in trust for Phyllis F. Butner.
(B) Larry Beres, Richard Desich, and Dr. James G. Mathias are on the ballot for
a three-year term.
1. Election of Directors
At the meeting, three nominees for the Board of Directors
(Larry Beres, Richard Desich, and James Mathias) will be elected to
hold office for a three-year term expiring at the Annual Meeting of
the Shareholders in the year 2003 or until their successors are
elected and qualified. Proxies solicited by the Board of
Directors, if properly signed and returned, will be voted in favor
of approving these nominees. In the event any of the nominees
shall be unable or unwilling to serve as a director, it is intended
that the proxies will be voted for the election of such person
nominated by the Board of Directors in substitution.
The Company has no reason to believe that any nominee of
the Board of Directors will be unable to serve as a director if
elected. However, in the event that any of the nominees should
become unavailable, proxies solicited by the Board of Directors
will be voted either for the election of substitute nominees
designated by the Board of Directors or to fix the number of
Directors at a number less than ten which will equal the number of
nominees available for election.
The Board of Directors recommends that you vote in favor
of each of the persons listed below.
Nominees for Election at the 2000 Annual Meeting:
Larry A. Beres became a Director of The Banc Stock Group
in 1995. Mr. Beres is Executive Vice President of Tooling
Technology Group of Dayton, Ohio. The firm is a supplier of
tooling to the plastics industry. He was formerly President of
Formex, Inc., of Dayton, Ohio, a supplier of systems to the
plastics industry. Mr. Beres graduated from Kent State University
with a Bachelor of Science Degree in Chemistry and attended the
K.S.U. MBA Program.
Richard Desich became a Director of the Company in
December 1999. Mr. Desich is the owner and President of Mid-Ohio
Securities since 1974, specializing in investment management and
trustee / custodial services for individual retirement accounts:
President of Equity Oil and Gas Funds Incorporated, specializing in
producing oil and gas; and General Principal for Maddie Consulting
and has lectured throughout the United States at various seminars
and conferences. Mr. Desich is a Director of the Lorain County
Community College and of Accel International Corporation, a
property and casualty insurance company. He graduated from Ohio
State University with a B.S. degree in Finance.
James G. Mathias became a Director of the Company in
1993. Dr. Mathias is also a Director of ShareholderOnline, Inc.
Since 1988, Dr. Mathias has been a veterinarian practicing in Tipp
City, Ohio, where he is the owner of the Tipp City Veterinary
Hospital and Wellness Center. Dr. Mathias attended the University
of Texas and completed his education at the Ohio State University,
graduating from the College of Veterinary Medicine in 1978. He was
a member of the Honor Society of Phi Zeta, a Veterinary Honor
Society. Dr. Mathias is also founder and president of the Dayton
North Women's Center and is a speaker on Ratite Medicine. He is
also on the Veterinary Advisory Board of the Iams Company in
Dayton, Ohio.
Directors Whose Terms Continue until the 2001 Annual
Meeting.
Dr. Robert K. Butner has been a Director of The Banc
Stock Group, Inc. since 1993, and a Director of ShareholderOnline,
Inc. He is retired from the faculty of Ohio University where he
was a Professor of Mathematics for 39 years and Chairman of the
Mathematics Department. Upon retirement, Mr. Butner was confirmed
Emeritus Professor of Mathematics. Mr. Butner received a B.S.
Degree in 1943 with Phi Beta Kappa honors and an M.S. Degree in
1945 and a Ph.D. Degree in 1952 from the State University of Iowa.
From 1943 to 1946, Dr. Butner served as an officer in the United
States Navy. Since retirement, Dr. Butner has continued his long-
term involvement with the Independent Study Program at Ohio
University, writing a number of Study Guides for correspondence
courses in mathematics.
John Rettig was elected to the Board of Directors for The
Banc Stock Group, Inc. in August 1998. He has been owner and
operator of The Quality Cleaners since 1970. The volume Dry-
cleaning Company does residential, commercial and fire restoration
cleaning. Mr. Rettig has achieved the recognized Certified
Environmental Dry Cleaner status. Mr. Rettig attended Bowling
Green State University from 1960 through 1961 studying Business
Administration. In 1961, Mr. Rettig volunteered for the U.S. Army
draft and served in the Adjutant General Corps. until 1963. During
his tenure in the service, Mr. Rettig served as team chief in a
Chemical, Biological and Radiological Warfare Team. During his
service, he continued his education with a U.S. Army Correspondence
School Business Course. From 1988 until 1998, Mr. Rettig served as
Chairman of Sandusky County Republican Party. Mr. Rettig has also
served on many boards and county service organizations.
L. Jean Thiergartner became a Director of the Company in
1991, and is also a Director of ShareholderOnline, Inc. Ms.
Thiergartner is also the Secretary-Treasurer of Thiergartner Farms,
Inc. for which she has worked for more than thirty years. She is
past Treasurer of the Ohio Beef Council, past President of the Ohio
Cattle Women's Association, and has been a member and past
President of the Union County Health Board for over fourteen years.
She is also past delegate to the State Convention for the Ohio Farm
Bureau, and is a member of St. Paul Lutheran Church and active on
many committees, including the Parsonage Building Committee. She
is presently serving on the Advisory Board for Ohio Hi-Point and
Clark Tech Adult Education.
Directors Whose Terms Continue until the 2002 Annual Meeting.
Dr. Roger Blackwell was elected to serve on the Company's
Board in February 1999. Dr. Blackwell is a Professor of Marketing
at The Fisher College of Business at The Ohio State University. He
is also President and CEO of Blackwell Associates, Inc., a
consulting firm in Columbus, Ohio.
Dr. Blackwell received his B.S. and M.S. degrees from The
University of Missouri and his Ph.D. from Northwestern University.
He serves on the boards of Airnet Systems, Anthony & Sylvan Pools,
Applied Industrial Technologies), Checkpoint Systems, Flex-Funds,
Max & Erma's Restaurants, and Intimate Brands.
Sandra L. Quinn is a Director, Vice President & Corporate
Secretary of the Company. She is also Vice President & Corporate
Secretary of the Company's subsidiaries and of ShareholderOnline.
She has been a Director of the Company and of ShareholderOnline
since 1993. From October 1995 through 1998, Ms. Quinn served as
Principal of Buckeye Bancstocks, Inc. Ms. Quinn is a member of the
American Society of Corporate Secretaries, and is also a member of
the Securities Industry Committee. Ms. Quinn graduated
valedictorian from Bradford Business School. She began her
employment with the Company in May 1991, and is licensed as a
Uniform Securities Agent (Series 63), Corporate Securities
Representative (Series 62), Uniform Investment Adviser
Representative (Series 65), as an Investment Company/Variable
Contracts Limited Representative (Series 6), and as a General
Securities Principal (Series 24).
Harvey Thatcher has been a Director of the Company since
1991, as well as a Director of ShareholderOnline. Mr. Thatcher is
past president of Thatcher Insurance Agency, Inc. and Thatcher
Lands, Inc., located in Van Wert, Ohio, which he formed in 1976.
Since retirement from Thatcher Insurance, Inc., he is engaged in
the refinancing of homes as a Mortgage Broker. He also serves as
Director of the following organizations: Thatcher Lands, Inc.,
(since 1976), German Mutual Insurance Company, (since 1987), Tri-
State Venture Group, (since 1994), and Tendasoft, Inc. (since
1998).
Committees and Meetings
The Board of Directors held a total of five meetings
during the fiscal year ended February 29, 2000. The Board of
Directors operates with the assistance of the Audit Committee,
Executive Committee, Stock Option Committee, and the Executive
Compensation Committee. All Board Members attended all Board
meetings during the past fiscal year.
The function of the Audit Committee is to recommend to
the Board of Directors the selection of the Independent Public
Accountants to be employed by the Company and to review generally
the scope of the auditor results thereof. The Audit Committee also
reviews generally the Company's internal accounting controls,
conducts internal financial investigations and reviews the
auditor's compliance with the Company's policy on non-audit
services provided by the independent auditors. The audit committee
reviewed and discussed the audited financial statements with
management; discussed with the independent auditors the matters
required to be discussed by Statement of Auditing Standards Number
61; received written disclosures and the letter from the
independent accountants required by Independence Standards Board
Standard Number 1, and discussed with the independent accountants
the independent accountants' independence; and recommended to the
Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-KSB for the year
ended February 29, 2000. The members of the Audit Committee at
February 29 were Michael E. Guirlinger, Larry Beres, and John
Rettig. In addition, the Audit Committee consults with Jeffrey C.
Barton, Vice President and Chief Financial Officer of the Company.
The Audit Committee held two meetings during the fiscal year ended
February 29, 2000.
The Executive Committee is authorized, when it is impractical or not in the best
interest of the Company to wait until a Board of Directors meeting for approval,
to take any and all action or incur any obligations which could be taken or
incurred by the full Board of Directors. The members of the Executive
Committee at February 29 were Michael E. Guirlinger, Sandra Quinn,
Robert K. Butner and Dr. James G. Mathias. The Executive Committee did not
hold any meetings during the fiscal year ended February 29, 2000.
The Stock Option Committee was formed to review proposals made by the
President of the Company to award stock options and warrants to officers, key
employees, and individuals that participate in the development and growth of
the Company. The plan is intended to encourage officers and key employees of
the Company to acquire or increase their ownership of common stock of the
Company on reasonable terms. The opportunity provided is intended to
foster in participants a strong incentive to put forth maximum effort for
the continued success and growth of the Company and its subsidiaries, to aid
in retaining individuals who put forth such efforts, and to assist in
attracting the best available individuals to the Company and its
subsidiaries in the future. The Stock Option Committee held one meeting
during the fiscal year ended February 29, 2000.
The Executive Compensation Committee has overall responsibility with respect to
designing, approving, and evaluating the executive compensation plans,
policies, and programs of the Corporation. The committee is responsible for
establishing the relationship between pay levels and corporate performance
and returns to shareholders and to monitor the results of such policies to
assure that the compensation payable to the Corporations' executive provides
overall competitive pay levels, creates proper incentives to enhance
shareholder value, rewards superior performance, and is justified by the
returns available to shareholders. The Committee has the authority to
delegate responsibility for the day-to-day management of executive compensation
payable to the officers of the Corporation. The Executive Compensation
Committee held one meeting during the fiscal year ended February 29, 2000.
Executive Officers
The following table provides information regarding each executive officer
of the Company for the year ended February 29, 2000.
Age Position
Michael E. Guirlinger 52 Director, President, CEO and Treasurer
Edward E. Schmidt 53 Executive Vice President
Sandra L. Quinn 34 Director, Vice President and Secretary
Jeffrey C. Barton 53 Vice President and Chief Financial Officer
Mark A. Davis 48 Vice President and Director of Research
Harry J. Ryan 55 Vice President and Director of Marketing
Officers serve at the pleasure of the Board of Directors.
Note: Michael E. Guirlinger resigned on April 27, 2000, as President and CEO
and Roderick H. Dillon, Jr. was elected on May 11, 2000, as the Company's
new President and CEO.
Summary Compensation Table
{Annual Compensation} {Long-term Compensation}
Name of Principal Bonus Awards Awards LTIP All
and Position Year Salary (B) Other* Stock Options(A)Payouts Other
Michael E. Guirlinger 1999 101,574 33,975
Mark A. Davis, VP 1999 90,000 21,388 37,500 sh
Jeffrey C. Barton 1999 100,000 11,144 12,500 sh
Michael E. Guirlinger
President 1998 100,000 91,812 46,828 81,010
Mark A. Davis
Vice President 1998 85,000 90,406 62,589 40,000
Edward E. Schmidt
EVP 1998 75,000 20,870 4,905 6,000
Michael E. Guirlinger
President 1997 80,455 36,861 35,202 45,000
Mark A. Davis
Vice President 1997 61,923 58,890 61,066 30,000
Edward E. Schmidt
Executive VP 1997 62,019 3,140 15,000 94,102(A)
* Commissions
(A) During the fiscal year ended February 29, 2000, options were granted, with
terms of ten years and exercise prices of $4.50 and $2.25 to employees and
independent contractors including Messrs. Davis and Barton. Mr. Davis was
awarded 15,000 stock options which vested immediately and 15,000 stock options
which vest over five years with an exercise price of $4.50 and 3,750 stock
options which vested immediately and 3,750 stock options which vest over five
years with an exercise price of $2.25. Mr. Barton was awarded 5,000 stock
options which vested immediately and 5,000 stock options which vest over five
years with an exercise price of $4.50 and 1,250 stock options which vested
immediately and 1,250 stock options which vest over five years with an
exercise price of $2.25. During the fiscal year ended February 28, 1999,
options were granted, with terms of ten years and exercise prices of $14.75 to
employees and independent contractors including Messrs. Guirlinger, Davis and
Schmidt. Mr. Guirlinger was awarded 40,505 stock options which vested
immediately and 40,505 which vest over five years. Mr. Davis was awarded 20,000
stock options which vested immediately and 20,000 stock options which vest over
five years. Mr. Schmidt was awarded 3,000 stock options which vested
immediately and 3,000 stock options which vest over five years. During the
fiscal year ended February 29, 1998, Mr. Guirlinger was awarded 22,500 stock
options which vested immediately and 22,500 stock options which vest over five
years, at an exercise price of $2.125. These stock options expire on March 7,
2007. Mr. Davis was awarded 15,000 stock options which vested immediately and
15,000 stock options which vest over five years, at an exercise price of
$2.125. Mr. Schmidt was awarded 7,500 stock options which vested immediately
and 7,500 stock options which vest over five years, at an exercise price of
$2.375. Mr. Schmidt exercised 7,500 of his options resulting in compensation
of the difference between the exercise price and fair market value at date of
exercise of $94,102. During the fiscal year ended February 28, 1997, Mr.
Guirlinger was awarded 25,000 stock options effective February 29, 1996,
which vested immediately. These stock options expire February 28, 2006, with
an exercise price of $2.875. At February 29, 2000, Mr. Guirlinger has 198,506
stock options which are exercisable and 52,504 stock options which vest over
five years. Mr. Davis has 157,150 stock options which are exercisable and
50,350 stock options which vest over five years. Mr. Schmidt has 10,350 stock
options which are exercisable and 10,650 stock options which vest over five
years. Mr. Barton has 6,250 stock options and 20,000 warrants which are
exercisable and 6,250 stock options which vest over five years.
(B) Bonuses paid in each year are based on financial performance for the
previous year. Roderick H. Dillon, Jr. was appointed President and CEO
effective May 11, 2000. He was issued one million warrants at an exercise
price of $1.60 and ten year terms. Twenty percent of the warrants vest
immediately and twenty percent vest each year for the next four years. His
annual salary was set at $150,000.
No other officer of the Company received in excess of $100,000 compensation.
Director Compensation
Each director who is not an employee of the Company in entitled to receive a
fee of $500 plus travel expenses for each directors' meeting attended. On
February 29, 2000, the Company issued Warrants to certain outside Directors.
The following outside Directors (i.e., Larry Beres, Roger Blackwell, Robert K.
Butner, James G. Mathias, John Rettig, Harvey J. Thatcher, and L. Jean
Thiergartner) each received Warrants to purchase 10,000 shares of the
Company's Class A Common Stock. The Warrants have an exercise price of $2.25
per share and expire at 5:00 P.M. on February 28, 2010.
Stock Options
The following table sets forth certain information regarding stock options
granted to the executive officers named in the Summary Compensation Table
during the Company's fiscal year ended February 29, 2000.
% of
Number of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Per Expiration
Name Granted in Fiscal Yr. Share Date
Michael E. Guirlinger -0- 0% $-0- N/A
Edward E. Schmidt 5,000 3% $4.50 05/14/2009
2,500 $2.25 02/28/2010
Jeffrey C. Barton 0,000 5% $4.50 05/14/2009
2,500 $2.25 02/28/2010
Mark A. Davis 30,000 15% $4.50 05/14/2009
7,500 $2.25 02/28/2010
2. Independent Accountants
Ratification of PricewaterhouseCoopers LLP as the Company's independent
accountants for the year ended February 29, 2000.
A representative of PricewaterhouseCoopers will be present at the Annual
Meeting and will have an opportunity to make a statement if he desires to do
so and will be available to respond to appropriate questions from shareholders.
3. Shareholder Proposals
All shareholder proposals which are intended to be presented at the Year 2001
Annual Meeting of stockholders of the Company must be received by the Company
no later than March 13, 2001, for inclusion in the Board of Directors' Proxy
Statement and form of Proxy related to the meeting.
4. Other Business
The Board of Directors knows of no other business to be acted upon at the
meeting. However, if any other business properly comes before the meeting, it
is the intention of the persons named in the enclosed Proxy to vote on such
matters in accordance with their best judgment.
The prompt return of the Proxy will be appreciated and helpful in obtaining
the necessary vote. Therefore, whether or not you expect to attend the
meeting, please sign the Proxy and return in the enclosed envelope.
By Order of the Board of Directors
Sandra L. Quinn
Secretary
