SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Tower Tech, Inc.
(Name of Registrant as Specified In Its Charter)
Tower Tech, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(3).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction
applies:
n/a
2) Aggregate number of securities to which transaction applies:
n/a
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:1
n/a
4) Proposed maximum aggregate value of transaction:
n/a
1* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] 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:
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TOWER TECH, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 20, 1997
To the Stockholders of
Tower Tech, Inc.:
The Annual Meeting of Stockholders of Tower Tech, Inc. (the "Company") will
be held on May 20, 1997 at 10:00 a.m. (central daylight time), at the Company's
offices which are located 2 miles east of Interstate 44 on Highway 62,
Chickasha, Oklahoma. The items of business to be considered are:
1. To elect four directors;
2. To ratify the appointment of Coopers & Lybrand L.L.P. as the Company's
independent auditors for 1997; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The close of business on April 7, 1997 has been fixed as the record date
for the determination of the stockholders entitled to notice of and to vote at
the Annual Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE TO ASSURE REPRESENTATION OF YOUR SHARES. SHOULD YOU ATTEND,
YOU MAY, IF YOU WISH, WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
By Order of the Board of Directors
Harold Curtis, Chairman
April 8, 1997
TOWER TECH, INC.
Post Office Box 1838
Chickasha, Oklahoma 73023
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Tower Tech, Inc. (the "Company") to be
voted at the Annual Meeting of Stockholders of the Company on May 20, 1997 at
10:00 a.m. (central daylight time), at the Company's offices which are located 2
miles east of Interstate 44 on Highway 62, Chickasha, Oklahoma. The approximate
date on which the Proxy Statement and enclosed form of proxy have been mailed to
stockholders is April 8, 1997.
General Information
Stockholders of record at the close of business on April 7, 1997 will be
entitled to notice of the Annual Meeting and to vote the shares of common stock,
par value $.001 per share (the "Common Stock"), held by them on such date at the
Annual Meeting or any adjournment thereof. A list of stockholders entitled to
vote at the Annual Meeting will be open for inspection by any stockholder at the
offices of the Company during normal business hours for a period of at least ten
business days before the Annual Meeting. On April 7, 1997, there were 3,370,368
shares of Common Stock outstanding and entitled to vote at the Annual Meeting.
If the accompanying proxy card is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the persons
designated as proxy holders in the accompanying proxy card will vote in favor of
the matters presented in this Proxy Statement, and as recommended by the Board
of Directors with regard to all other matters. A stockholder may revoke his or
her proxy at any time before it is exercised by filing with the Secretary of the
Company an instrument revoking the proxy or a duly executed proxy bearing a
later date. The proxy will be suspended if the stockholder attends the Annual
Meeting in person and requests to vote at the Annual Meeting. Attendance at the
Annual Meeting will not in itself constitute revocation of the proxy.
The presence at the Annual Meeting, in person or by proxy, of a majority of
the shares of Common Stock entitled to vote as of the record date will
constitute a quorum, and the affirmative vote of a majority of the shares
represented at the meeting will be required to approve all of the proposals set
forth herein. Directors will be elected by a plurality of the shares represented
at the meeting. Each share of Common Stock entitles the holder thereof to one
vote on each matter to be voted on at the meeting. An abstention from voting on
a proposal will have the same effect as a vote against the proposal, and shares
which do not vote will have no effect assuming a quorum is present at the
meeting.
The Board of Directors recommends that the stockholders vote for each of
the nominees for director and each of the proposals presented in this Proxy
Statement. The enclosed proxy is solicited on behalf of the Board of Directors.
Voting Securities and Principal Holders Thereof
The following table sets forth certain information regarding beneficial
ownership of the Company's voting securities by (i) each person who is known by
the Company to own beneficially more than 5% of any class of the Company's
voting securities, (ii) each director and nominee of the Company, (iii) the
named Chief Executive Officer, and (iv) by all directors and executive officers
of the Company as a group. Unless otherwise indicated below, to the knowledge of
the Company, all persons listed below have sole voting and investment power with
respect to their shares, except to the extent authority is shared by spouses
under applicable law.
Shares Beneficially Percent of Class
Owned
------------------- ----------------
Harold Curtis 1,519,6642 45.1%
Route 2, Box 139
Chickasha, Oklahoma 73018
Randal K. Oberlag 9,600 *
Route 2, Box 139
Chickasha, Oklahoma 73018
Leon A. Poag 7,000 *
Route 2, Box 139
Chickasha, Oklahoma 73018
Lincoln E. Whitaker 2,000 *
Route 2, Box 139
Chickasha, Oklahoma 73018
Virginia Retirement System 200,000 5.9%
120 Broadway
New York, New York 10271
Lancer Partners, L.P. 187,500 5.6%
100 Wall Street
New York, New York 10005
All executive officers and directors 1,571,86 46.6%
as a group (8 persons)
_____________________________
* Less than one percent.
1 Includes (i) 361,921 shares of Common Stock which are owned directly by
Carolyn Curtis, Mr. Curtis' wife, over which Mr. Curtis disclaims beneficial
ownership, and (ii) 793,600 shares which are owned directly by the Curtis Family
Limited Partnership, of which Mr. Curtis is the general partner.
ELECTION OF DIRECTORS
The Board of Directors consists of four members. The Board of Directors has
nominated Harold Curtis, Lincoln E. Whitaker, Randal K. Oberlag and Leon A. Poag
to be elected at the Annual Meeting, each to serve for a term of one year until
the next annual meeting of stockholders. Each of the nominees is presently a
member of the Board, and each nominee has consented to serve as a director if
elected. If any of the nominees should be unavailable to serve for any reason,
which is not anticipated, the persons named as proxies will vote the shares
represented by all valid proxy cards for such substitute nominees as the Board
of Directors recommends.
Information concerning the nominees for director is set forth below,
together with information concerning executive officers of the Company.
Name Age Position
DIRECTOR NOMINEES
Harold Curtis 53 Chairman of the Board of Directors,
Chief Executive Officer
Lincoln E. Whitaker 54 Director
Randal K. Oberlag 46 Director, Vice President and General Counsel
Leon A. Poag 66 Director
EXECUTIVE OFFICERS
Robert Brink 42 President
Charles D. Whitsitt 50 Chief Financial Officer and Treasurer
Lana Morgan 55 Secretary
Harold Curtis is Chairman of the Board and Chief Executive Officer of the
Company, positions he has held at various times since he founded the Company in
1984. Mr. Curtis also served as President of the Company from 1984 until October
1996. Before founding the Company, Mr. Curtis owned and operated Curtiscore,
Inc., a plastic therma-forming company which he founded in 1981 and sold in
1984. From 1974 through January 1981, Mr. Curtis owned and operated Midwest
Tower Services, Inc. in Chickasha, Oklahoma. Midwest Tower Services, Inc.
performed cooling tower repairs, upgrades, rebuilds, maintenance and other
services in the central, southwest and gulf coast regions of the United States.
Mr. Curtis sold this company in January 1981. Mr. Curtis has been engaged in
various aspects of the cooling tower industry since 1965.
Lincoln E. Whitaker has served as a director of the Company since September
1993. Since 1985, Mr. Whitaker has been the president and a director of R&B
Enterprises, Inc., a company located in Bethany, Oklahoma involved in mechanical
equipment sales, sheet metal equipment sales, temperature control contracting
and energy management contracting. Prior to this time, Mr. Whitaker was employed
in various engineering and sales capacities with Carrier Corporation and Frick
Company. Mr. Whitaker is an associate member of the American Society of Heating,
Refrigeration and Air Conditioning Engineers. He holds a Bachelor of Science
degree in mechanical engineering from the University of Oklahoma.
Randal K. Oberlag has served as a director of the Company since September
1993. He joined the Company as Vice President and General Counsel in June 1994.
From February 1991 until June 1994, Mr. Oberlag was self-employed as a
consulting engineer with offices in Chickasha, Oklahoma and Little Rock,
Arkansas. Mr. Oberlag was employed as an attorney and engineer by the Arkansas
Department of Pollution Control and Ecology from October 1991 until June 1994.
From 1978 until 1991, Mr. Oberlag was vice president and general counsel of ETC
Engineers, a consulting engineering firm which he co-founded in 1978. From 1985
until February 1991, Mr. Oberlag was also president and general manager of Dhaka
Construction, Inc., an industrial contractor. Mr. Oberlag is a registered
professional engineer in Arkansas, Tennessee and Mississippi and is licensed to
practice law in Arkansas. He has also served as president of the Arkansas
section of the American Society of Civil Engineers. Mr. Oberlag received a
Bachelor of Science degree in civil engineering from Columbia University in 1974
and has done graduate work in structural engineering and engineering mechanics
at Columbia University. Mr. Oberlag holds a Bachelor of Arts degree in physics
from Sentenary College of Louisiana and a Juris Doctor degree from the
University of Arkansas at Little Rock.
Leon A. Poag has been a director of the Company since April 1995. For more
than the past five years, Mr. Poag has been a director and major stockholder of
Poag Grain, Inc. in Chickasha, Oklahoma. Mr. Poag is also an advisory director
of Pro-Ag Chem, Inc. in Chickasha and a director of First National Bank & Trust
Company, Chickasha, Oklahoma. He is a member of and has held various offices
with the Oklahoma Plant Food Educational Society, Inc., the Oklahoma Grain and
Feed Association, the Chickasha Chamber of Commerce and various other civic and
charitable organizations.
Robert Brink became President of the Company in October 1996 after holding
various sales management positions with the Company since 1995. From 1989 until
he joined the Company, Mr. Brink was the owner of Government Finance
Corporation, a public finance consulting firm which he founded. Prior to 1989,
Mr. Brink held various management and sales positions with companies engaged in
the public and private finance fields. Mr. Brink holds a Bachelor of Science
degree from the Oral Roberts School of Business.
Charles D. Whitsitt became Chief Financial Officer of the Company in August
1994 and was elected Treasurer in October 1996. From October 1990 until August
1994, he was the Vice President of Finance and Administration and the Chief
Financial Officer of Best Video, Inc., a regional distributor of home videos and
video games. Since 1979, Mr. Whitsitt has been a director and the secretary of
Race Horses, Inc., the developer of Blue Ribbon Downs pari-mutual horse racing
track in eastern Oklahoma. Mr. Whitsitt earned a Bachelor of Business
Administration degree in Accounting from the University of Oklahoma in 1972 and
is a Certified Public Accountant.
Lana Morgan has served as secretary of the Company since 1988. Among other
duties, Mrs. Morgan is responsible for the Company's general administration. She
is administrative secretary to the Chief Executive Officer, assists the Chief
Financial Officer and functions as general office manager.
The Board met two times during fiscal 1996, and took written actions in
lieu of meetings on nine occasions. All directors were present at meetings of
the Board. The Company does not have a standing audit, nominating or
compensation committee. There are no family relationships among any of the
executive officers and directors of the Company.
The Company pays a $300 meeting fee to directors and reimburses them for
their expenses incurred in attending meetings.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10 percent of the Common
Stock, to file reports of ownership and changes of ownership with the Securities
and Exchange Commission and to provide copies of those reports to the Company.
Based solely on the Company's review of the forms it has received, the Company
believes that all of its officers and directors have complied with all filing
requirements applicable to them with respect to transactions during 1996, except
that Mr. Whitaker failed to file a Form 4 on three separate occasions and failed
to timely file a Form 5 for the year.
CERTAIN TRANSACTIONS
During 1993, Mr. and Mrs. Curtis leased to the Company the real property
which is the Company's principal place of business in Chickasha, Oklahoma. The
lease provided for a monthly rental of $9,200. At August 31, 1993, Mr. and Mrs.
Curtis contributed to the Company $193,200 in accrued lease payments. The
Company paid Mr. and Mrs. Curtis $27,600 in lease payments for the last three
months of fiscal 1993. In February 1994, the Company purchased the real property
from Mr. and Mrs. Curtis for $500,000, which was payable by the Company in 60
monthly installments of $9,017, including interest at the rate of 7.5% per
annum. During 1994, the Company paid to Mr. and Mrs. Curtis lease payments of
$27,600 and note payments of $81,153. In May 1995, the Company's indebtedness to
Mr. and Mrs. Curtis in the amount of $350,000 was exchanged for 35,000 shares of
Series B Preferred Stock. At November 30, 1995, the Company owed accrued
dividends on the Series B Preferred Stock of $14,312 to Mr. and Mrs. Curtis.
Also, the Company made advances to Mr. Curtis during 1995, of which $33,575 were
outstanding at November 30, 1995. In February 1996, the Company paid all accrued
dividends on the Series B Preferred Stock and Mr. Curtis paid all advances owed
to the Company.
Mr. Curtis has pledged 150,000 shares of Common Stock to Morrison Molded
Fiberglass Company to secure trade indebtedness which may be owed from time to
time by the Company to Morrison Molded Fiberglass Company. Mr. Curtis did not
receive any payment from the Company for this transaction.
R & B Enterprises, an affiliate of Lincoln E. Whitaker who is a director of
the Company, is an independent sales representative of the Company. As a sales
representative, R & B Enterprises purchases products from the Company for resale
and sells products as an agent for the Company on a commission basis on the same
terms as other domestic sales representatives. During 1996 and 1995, R & B
Enterprises purchased $253,034 and $69,407, respectively, of products from the
Company and earned $32,343 and $15,911, respectively, in sales commissions.
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
annual compensation of Mr. Curtis, the Company's Chief Executive Officer, during
the last three fiscal years. During these periods, no other executive officer of
the Company received total salary and bonus compensation in excess of $100,000.
Except as shown in the table, the Company did not grant any restricted stock
awards, stock options or stock appreciation rights or make any long-term
incentive plan payouts to Mr. Curtis during the fiscal years indicated, nor did
he receive any other benefits valued in excess of 10 percent of his annual
salary.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
- --------------------------------------------------------------------------------
Name and Principal Position Fiscal Year Salary *1 Securities Underlying
Options *2
- --------------------------------------------------------------------------------
Harold Curtis
Chairman and CEO............... 1996 $120,000 0
1995 $120,000 19,200
1994 $120,000 0
- -----------------------------
*1 Includes compensation deferred by Mr. Curtis and contributed by the
Company to a retirement savings plan maintained by the Company for its
employees.
*2 Mr. Curtis was granted options to purchase 19,200 shares at a price of
$6.25 per share under the Company's 1993 Stock Option Plan. The grant represents
21 percent of the options granted under the Plan during fiscal 1995. The options
expire on March 1, 2005 and vest 20 percent per year but are not exercisable
until five years after the date of grant or upon termination of employment. Mr.
Curtis has not exercised any options granted to him by the Company. At November
30, 1996, the unexercisable options held by Mr. Curtis had a value of $120,000.
Stock Option Plan
- -----------------
The Company adopted the Tower Tech, Inc. 1993 Stock Option Plan (the
"Plan") and the stockholders approved the Plan in August 1993. Under the Plan,
up to 500,000 shares of Common Stock may be issued pursuant to the exercise of
options. The Plan is administered by a committee consisting of at least two
members of the Board of Directors who are not employees of the Company. In
awarding options under the Plan, the committee considers various factors, such
as the past and expected future performance of an employee and the extent to
which an employee has been compensated for his or her performance. The committee
has not established any fixed formula for awarding options under the Plan.
Options under the Plan can be in the form of incentive stock options or
nonqualified stock options. The exercise price for options issued under the Plan
may be more or less than fair market value of the Common Stock at the time that
an option is granted. The exercise price for incentive stock options must be at
least equal to the fair market value of the Common Stock at the time options are
granted. At November 30, 1996, options for an aggregate of 210,880 shares were
outstanding under the Plan at an exercise price of $6.28 per share. Options for
an aggregate of 7,031 shares were exercised by employees during 1996, all at a
price of $6.25 per share.
RATIFICATION OF AUDITORS
The Board of Directors has appointed the independent public accounting firm
of Coopers & Lybrand L.L.P. as the Company's auditors for 1997. Stockholders are
being asked to ratify this action, and proxies solicited on behalf of the Board
of Directors will be voted for ratification Coopers & Lybrand L.L.P. of as the
Company's auditors unless otherwise specified.
A representative of Coopers & Lybrand L.L.P. is expected to attend the
Annual Meeting. The representative will have an opportunity to make a statement,
if he desires to do so, and to answer appropriate questions. Coopers & Lybrand
L.L.P. served as the Company's auditors for 1996. Prior to the appointment of
Coopers & Lybrand L.L.P. as the Compan's auditors, Price Waterhouse LLP served
as the Company's auditors for 1993 through 1995.
Effective July 1, 1996, Price Waterhouse LLP sold its Oklahoma City
practice to Coopers & Lybrand LLP, and as a result had to resign as the
independent accountants of the Company. The reports of Price Waterhouse LLP on
the Company's financial statements for the last two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified as to
uncertainty, audit scope or accounting principle. In connection with its audits
for the two most recent fiscal years and through July 1, 1996, there have been
no disagreements with Price Waterhouse LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of Price
Waterhouse LLP would have caused it to make reference thereto in its report on
the financial statements for such years. During the two most recent fiscal years
and through July 1, 1996, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)).
The Company engaged Coopers & Lybrand L.L.P. as its new independent
accountants effective as of July 1, 1996. During the two most recent fiscal
years and through July 1, 1996, the Company has not consulted with Coopers &
Lybrand L.L.P. regarding either (1) the application of accounting principles to
a particular transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Compan's financial statements, and either
a written report was provided to the Company or oral advice was provided that
Coopers & Lybrand L.L.P. concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issue; (2) any matter that was either the subject of a disagreement,
as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that term
is defined in Item 304(a)(1)(v) of Regulation S-K.
OTHER INFORMATION
Cost of Proxy Solicitation
The Company will bear the cost of soliciting proxies. In addition to
solicitation by mail, arrangements have been made with brokerage houses,
nominees, and other custodians and fiduciaries to send proxy material to their
principals and the Company will reimburse them for their expenses in doing so.
Proxies also may be solicited personally or by telephone or telegraph. All such
solicitations will be made by officers or other employees of the Company who
will not receive extra compensation therefor.
Additional Matters
While the notice for the meeting calls for the transaction of any other
business as may be properly presented, management is not aware of any business
to be submitted at the meeting which is not described in this Proxy Statement.
If any other business is properly presented, the persons named in the proxy will
act according to their best judgment on behalf of the stockholders they
represent.
Stockholders' Proposals
If a stockholder wishes to present a proposal at the next Annual Meeting of
Stockholders, such proposal must be received by the Company at its office in
Chickasha, Oklahoma prior to December 9, 1997.
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ACCOMPANYING POSTPAID ENVELOPE.
<PAGE>
PROXY
TOWER TECH, INC.
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harold Curtis and Charles D. Whitsitt,
or either of them, as proxies, each with full power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated below, all of
the shares of Common Stock of Tower Tech, Inc. held of record by the undersigned
on April 7, 1997, at the Annual Meeting of Stockholders to be held on May 20,
1997 or any adjournment thereof.
Election of Directors.
----- For all nominees listed below (except as marked to the contrary
below).
----- Withhold authority to vote for all nominees listed below.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Harold Curtis
Lincoln E. Whitaker
Randal K. Oberlag
Leon A. Poag
Ratification of the Appointment of Coopers & Lybrand L.L.P. as the
Company's Independent Auditors for 1997.
----- For ----- Against ----- Abstain
In their discretion, the proxies are authorized to vote upon uch other
business as may properly come before the meeting.
<PAGE>
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 THE ELECTION OF ALL NOMINEES LISTED ABOVE AND FOR EACH OF THE OTHER
PROPOSALS PRESENTED. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO VOTE
THEREOF.
The undersigned hereby acknowledges receipt of the Proxy Statement and
hereby expressly revokes any and all proxies heretofore given or executed by him
with respect to the shares represented by the proxy.
Please sign exactly as name appears on stock certificate. 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.
Dated this ____ day of _____________________, 1997.
------------------------------------
Signature
------------------------------------
Signature
<PAGE>
