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):
[ ] $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 Rul
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:
<PAGE>
TOWER TECH, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 19, 1999
To the Stockholders of
Tower Tech, Inc.:
The Annual Meeting of Stockholders of Tower Tech, Inc. (the "Company") will
be held on May 19, 1999 at 10:30 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 three directors;
2. The ratification of the appointment of PricewaterhouseCoopers LLP as
the Company's independent accountants for 1999; 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, 1999 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
ss/HAROLD CURTIS
__________________________________
Harold Curtis, Chairman
April 9, 1999
<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, 1999 at
10:30 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, 1999.
General Information
Stockholders of record at the close of business on April 9, 1999 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,
1999, there were 3,576,311 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. Each share of Common Stock entitles the holder thereof to one vote
on each matter to be voted on at the meeting. Neither the corporate law of the
State of Oklahoma (the state in which the Company is incorporated), nor the
Company's Certificate of Incorporation or Bylaws has any specific provisions
regarding treatment of abstentions and broker non-votes. It is the Company's
policy (i) to count abstentions and broker non-votes for purposes of determining
the presence of a quorum at the Annual Meeting; (ii) to treat abstentions as
shares represented at the Annual Meeting and voting against a proposal and to
disregard broker non-votes in determining results on proposals requiring a
majority vote; and (iii) to consider neither abstentions nor broker non-votes in
determining results of plurality votes.
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 President, 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 1,536,864-1 42.7
12312 Swanhaven Drive
Oklahoma City, Oklahoma 73170
Leon A. Poag 33,000 *
212 Willowcreek
Chickasha, Oklahoma 73018
Lincoln E. Whitaker 2,000 *
6820 NW 63rd Street
Oklahoma City, Oklahoma 73008
Robert A. Brink 375-2 *
11008 Wineview
Oklahoma City, Oklahoma 73170
Micah L. Curtis 62,286 1.7
12700 Meadow Crest Drive
Oklahoma City, Oklahoma 73170
Mark E. Brady 400,166-3 11.1
Robert J. Suttman, II
Ronald L. Eubel
Bernie Holtgreive
Eubel Brady & Suttman Asset Management, Inc.
7700 Washington Village Drive, Suite 210
Dayton, Ohio 45459
All executive officers and directors
as a group (5 persons) 1,634,525 45.4
- - -----------------------------
* 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, (ii) 793,600 shares which are owned directly by
the Curtis Family Limited Partnership, of which Mr. Curtis is the
general partner, and (iii) options for 19,200 shares of common stock
exercisable within 60 days.
2 Mr. Brink owns all shares as custodian for his minor children. Mr.
Brink disclaims beneficial ownership of the shares. Refer to the
Summary Compensation Table for options owned by Mr. Brink.
3 Mark E. Brady and Ronald L. Eubel share the power to vote or direct the
vote of 400,166 shares of Common Stock. Bernie Holtgreive and Eubel
Brady & Suttman Asset Management, Inc. share the power to vote or
direct the vote of 334,278 shares of Common Stock. Robert J. Sutman, II
shares the power to vote or direct the vote of 400,166 shares of Common
Stock and also has the sole power to vote 2,778 additional shares of
Common Stock.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors consists of three members. The Board of
Directors has nominated Harold Curtis, Lincoln E. Whitaker, 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 55 Chairman of the Board of Directors,
Chief Executive Officer
Lincoln E. Whitaker 56 Director
Leon A. Poag 68 Director
EXECUTIVE OFFICERS
__________________
Robert Brink 44 President
Micah L. Curtis 27 Vice President
Charles D. Whitsitt 51 Treasurer and Chief Financial Officer
Lana Morgan 57 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 thermo-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 Midwest Tower Services, Inc. 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.
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.
<PAGE>
Micah L. Curtis became the Vice President of the Company in 1999 after
serving in various positions with the Company since 1984. From 1984 to 1989, Mr.
Curtis was involved in field construction, bid estimation, telemarketing and
tower sales. Mr. Curtis received a Bachelor of Business Administration degree
from Evangel College, Springfield, Missouri, in 1993. Since 1993 he has acted as
Western Regional Sales Manager and Concrete Tower Sales Manager. Currently, Mr.
Curtis is involved in all aspects of the business, with a focus on new
industrial tower sales -- specifically in the chemical and oil refining
industries.
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 serves as executive assistant to the Chief Executive
Officer. 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 1998, the Board met on one occasion and took written actions in
lieu of meetings on four occasions. The Audit Committee did not meet during
1998. 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. Mr.
Harold Curtis, Chairman of the Board of the Company is the father of Micah L.
Curtis, Vice President of the Company. There are no other 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 1998.
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.
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 1998 and 1997,
R & B Enterprises purchased $16,760 and $29,086, respectively, of products from
the Company and earned $14,255 and $7,872, respectively, in sales commissions.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to the
annual compensation of Mr. Curtis, the Company's Chief Executive Officer, and
Robert Brink, the Company's President, 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
Messrs. Curtis or Brink during the fiscal years indicated, nor did either of
them receive any other benefits valued in excess of 10 percent of their annual
salary.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
Compensation
- - --------------------------------------------------------------------------------
Securities Underlying
Name and Principal
Position Fiscal Year Salary-1 Options-2
- - --------------------------------------------------------------------------------
Harold Curtis
Chairman and CEO 1998 $147,692 0
1997 $134,810 0
1996 $120,000 0
Robert Brink
President 1998 $107,692 0
1997 $105,224 5,600
1996 $74,423 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 options
expire on March 1, 2005 and are fully vested and exercisable. Mr.
Curtis has not exercised any options granted to him by the Company. At
November 30, 1998, the options held by Mr. Curtis had a value of
($24,000) based on the market value of $5.00 on November 30, 1998. Mr.
Brink was granted options to purchase 10,400 shares at a price of $6.25
in December 1995. He was subsequently granted 5,600 shares at a price
of $8.25 per share in July 1997. The options expire on December 1,
2005, and April 10, 2007, respectively and vest 20 percent per year,
but are not exercisable until five years after the date of grant or
upon termination of employment. At November 30, 1998, the options held
by Mr. Brink had a value of ($31,200) based on the market value of
$5.00 on November 30, 1998.
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed the independent public accounting
firm of PricewaterhouseCoopers LLP as the Company's independent accountants for
1999. Stockholders are being asked to ratify this action, and proxies solicited
on behalf of the Board of Directors will be voted for ratification of
PricewaterhouseCoopers LLP as the Company's independent accountants unless
otherwise specified.
A representative of PricewaterhouseCoopers LLP 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.
PricewaterhouseCoopers LLP has served as the Company's independent accountants
since 1993.
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.
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, 1999.
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, 1999
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, 1999, at the Annual Meeting of Stockholders to be
held on May 19, 1999 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
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Harold Curtis
Lincoln E. Whitaker
Leon A. Poag
2. Ratification of Appointment of PricewaterhouseCoopers LLP as the
Company's Independent Accountants for 1999.
|_| 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 PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
PUBLIC ACCOUNTANTS FOR 1999. 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 _____________________, 1999.
------------------------------------
Signature
------------------------------------
Signature
(Please sign, date and return promptly using the enclosed envelope.)
