Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
Of the Securities Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] 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
[ ] Solicitation Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
TOWER TECH,INC.
_______________________________________
(Name of registrant as specified in its charter)
___________________________________________________________________
(Name of person(s) filing proxy statement, if other than 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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:____________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_______________________________________________
2) Form, Schedule or Registration Statement No.:_________________________
3) Filing Party:_________________________________________________________
4) Date Filed:___________________________________________________________
<PAGE>
TOWER TECH, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 19, 1998
To the Stockholders of
Tower Tech, Inc.:
The Annual Meeting of Stockholders of Tower Tech, Inc. (the "Company") will
be held on May 19, 1998 at 8:30 a.m. (central daylight time), at 11935 South
I-44 Service Road, Oklahoma City, Oklahoma. The items of business to be
considered are:
1. The election of four directors;
2. The ratification of the appointment of Coopers & Lybrand L.L.P. as the
Company's independent accountants for 1998; and
3. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
The close of business on April 9, 1998 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 9, 1998
<PAGE>
TOWER TECH, INC.
11935 South I-44 Service Road
Oklahoma City, Oklahoma 73173
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 19, 1998 at
8:30 a.m. (central daylight time), at 11935 South I-44 Service Road, Oklahoma
City, Oklahoma. The approximate date on which the Proxy Statement and enclosed
form of proxy have been mailed to stockholders is April 9, 1998.
General Information
Stockholders of record at the close of business on April 9, 1998 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 9,
1998, there were 3,526,311 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 the other proposal 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 spouses share authority under
applicable law.
<PAGE>
Shares Beneficially Percent of Class
Owned
----------------------- -----------------------
Harold Curtis 1,519,6641 43.1
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
Linc 2,000 *
Route 2, Box 139
Chickasha, Oklahoma 73018
Robert A. Bri 3752 *
Route 2, Box 139
Chickasha, Oklahoma 73018
Virginia Retirement System 200,000 5.7
120 Broadway
New York, New York 10271
Lancer Partners, L.P. 187,500 5.3
100 Wall Street
New York, New York 10005
All executive officers and directors
as a group (8 persons) 1,572,239 44.6
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* 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.
2 Mr. Brink owns all shares as custodian for his minor children.
Mr. Brink disclaims beneficial ownership of the shares.
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.
<PAGE>
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 43 President
Charles D. Whitsitt 49 Treasurer and Chief Financial Officer
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
November 1996. Before founding the Company, Mr. Curtis owned and operated
Curtiscore, Inc., a plastic therma-forming company that 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 that 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.
<PAGE>
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 November 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. 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 also assists the Chief Financial Officer and functions as
general office manager.
The Board of Directors established an Audit Committee in November 1997,
the members of which are Messrs. Curtis, Whitaker and Poag. The principal duties
of the Audit Committee are to select the Company's independent accountants,
discuss and review with the independent accountants the audit plan, auditor's
report and management letter and the Company's accounting policies, review the
accounting procedures and internal control procedures recommended by the
Company's independent accountants, and review all related party transactions
involving the Company to determine their fairness and appropriateness from the
Company's point of view. There are no other committees of the Board.
During 1997, the Board met on two occasions and took written actions in
lieu of meetings on nine occasions. The Audit Committee did not meet during
1997. Each director attended at least 75% of the total number of meetings of the
Board of Directors and the committees of the Board on which he served. 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) Reporting
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 1997,
except that Mr. Brink failed to timely file a Form 5 for the year.
<PAGE>
CERTAIN TRANSACTIONS
In February 1996, the Company paid to Mr. and Mrs. Curtis accrued dividends
in the amount of $14,312 on the Series B Preferred Stock owned by them. At the
same time, Mr. Curtis paid to the Company the amount of $33,575, representing
all advances made by the Company to Mr. Curtis.
Mr. Curtis has pledged 150,000 shares of Common Stock to Morrison Molded
Fiberglass Company to secure trade indebtedness that 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 1997 and 1996,
R & B Enterprises purchased $29,086 and $253,034, respectively, of products from
the Company and earned $7,872 and $32,343, 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
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Securities Underlying
Name and Principal Position Fiscal Year Salary-1 Option-2
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Harold Curtis
Chairman and CEO......... 1997 $134,810 0
1996 $120,000 0
1995 $120,000 19,200
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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 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, 1997, the unexercisable
options held by Mr. Curtis had a value of $34,800 based on the market
value of $81/16 on November 28, 1997.
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed the independent public accounting
firm of Coopers & Lybrand L.L.P. as the Company's independent accountants for
1998. Stockholders are being asked to ratify this action, and proxies solicited
on behalf of the Board of Directors will be voted for ratification of Coopers &
Lybrand L.L.P. as the Company's independent accountants 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. has served as the Company's independent accountants since 1996. Prior to
the appointment of Coopers & Lybrand L.L.P. as the Company's independent
accountants, Price Waterhouse LLP served as the Company's independent
accountants for 1993 through 1995.
Effective July 1, 1996, Price Waterhouse LLP sold its Oklahoma City
practice to Coopers & Lybrand L.L.P., 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 Company'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 for their solicitation efforts.
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.
<PAGE>
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 at 11935 South I-44 Service Road, Oklahoma City, Oklahoma 73173, prior to
December 9, 1998.
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 19, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles D. Whitsitt and Lana Morgan, or
either of them, as proxies, each with full power to appoint his or her
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 9, 1998, at the Annual Meeting of Stockholders to be
held on May 19, 1998 or any adjournment thereof.
1. 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
2. Ratification of Appointment of Coopers & Lybrand L.L.P. as the
Company's Independent Accountants for 1998.
|_| For |_| Against |_| Abstain
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF ALL NOMINEES LISTED ABOVE AND FOR THE RATIFICATION
OF THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR 1998. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE
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 or limited liability company, please sign in the name
of the legal entity by authorized person.
Dated this ____ day of _____________________, 1998.
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Signature
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Signature
(Please sign, date and return promptly using the enclosed envelope.)
