SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
EQUISURE INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Items 22(a)(2) of Schedule A.
[ ] $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:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14A of the Securities Exchange Act of 1934
Equisure Inc.
(Exact name of registrant as specified in its Charter)
Common Stock $.001 par value
(Title of Class
of Securities)
29444K 10 8
(CUSIP Number of Class of Securities)
Minnesota 0-23178 41-1309882
(State of Incorporation) (Commission file number) (IRS Employer
Identification Number)
Charles Clayton
527 Marquette, Suite 1800,
Minneapolis, Minnesota 55402
(612) 338-3738
(Name, address and telephone number of person
authorized to receive notice and communications of behalf
of person filing statement)
ITEM 1. DATE, TIME AND PLACE INFORMATION
The special meeting of shareholders of Equisure, Inc., will be held at
527 Marquette, #1800, Minneapolis, Minnesota, on the 30th day of September,
1996, at 9:00 a.m.
This Proxy Statement and form of proxy are being mailed to the
shareholders of Equisure, Inc. on or about September 1, 1996.
ITEM 2. REVOCABILITY OF PROXY
The proxy is not revokable.
ITEM 3. DISSENTER'S RIGHT OF APPRAISAL
All holders of outstanding shares of common stock of the company have
the right under Section 302A.471 of the Minnesota Statutes to dissent from the
Exchange and to obtain the fair value of their shares. Any shareholder seeking
to exercise his rights must follow the procedure specified in Section 302A.473
of the Minnesota Statutes. Copies of Minnesota Statutes, Section 302A.471
(Rights of dissenting shareholders) and 302A.473 (procedures for asserting
dissenters' rights) are attached to this Proxy Statement.
A shareholder may assert dissenters' rights only as to all of the
shares registered in his or her name unless the shareholder dissents with
respect to all of the shares which are beneficially owned by another person but
registered in the name of the shareholder and discloses the name and address of
each beneficial owner on whose behalf the shareholder dissents. In that event,
the rights of the dissenter shall be determined as if the shares as to which the
shareholder has dissented and the other shares were registered in the names of
different shareholders. Shareholders who have the right to exercise dissenters'
rights and obtain payment for their shares do not have a right at law or in
equity to have the proposed action at the special meeting set aside or
rescinded, except when the action is fraudulent with regard to the shareholder
or the corporation.
A shareholder that desires to dissent must give written notice to
Equisure, Inc., 1800 Rand Tower, 527 Marquette, Minneapolis, Minnesota 55402.
ITEM 4. PERSONS MAKING THE SOLICITATION
The solicitation is made by the registrant. There is no director that
intends to oppose any action.
ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
George N. Berger, President of the Company was paid $70,000 as a result
of his accrued compensation, and for money due to him for expenses for before
October, 1992. The compensation and expenses ceased in October, 1992 by
agreement with the company because there was no activity in the company. All
other interests are on a per share pro rata basis.
ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The company knows of no person who is the beneficial owner of more than
5% of the company's voting securities, and all of these securities have been
held for more than the past two years, except as follows:
Name of Beneficial Owner Number of Shares % of Ownership
- --------------------------------------------------------------------------------
Equihot Delfstoffen N.V. 1,269,703 22%
David Sachman 248,500 4%
Barrie Harding 100,000 2%
Gerda Elsen 100,000 2%
Peter Uttley 100,000 2%
All officers and
Directors as a group 1,798,203 32%
ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS
The officers and directors of the company until May 10, 1996 held
office for more than the past two years. There was no audit, compensation,
nominating or any other committee of the Board of Directors. There was one
meeting of the Board of Directors in the past year, all directors voted. They
were as follows:
Name Age Position
- ---- --- --------
George N. Berger 39 President and Director
Donald E. Densmore 60 Director
Wayne E. Densmore 65 Director
John P. Porter 69 Director
GEORGE N. BERGER, President, Chief Financial Officer, Secretary and
Director. Mr. Berger has a degree in Economics from Concordia College and an MBA
from the University of Minnesota. He has served as an officer and director of
the company since November, 1991.
DONALD E. DENSMORE, Director. Mr. Densmore has been a director of the
company since 1980, and was president from 1982 to 1991. From 1992 to 1995 he
was an executive of K. H. Watts Co. a manufacturers representative.
WAYNE E. DENSMORE, Director. Mr. Densmore has been a director of the
company since 1980, and was secretary from 1982 to 1991. Mr. Densmore was the
President of International Blending Company for 22 years until its sale in 1992,
and remained the general manager until his retirement in 1995.
JOHN P. PORTER, Director. Mr. Porter was been a director of the company
since 1980. He is now retired, before retirement he was National Sales Manager
for Heidelberg Eastern, Inc.
The following information sets forth information as to the persons who
are Officers and Directors of Equisure, Inc. following May 10, 1996:
Name Age Position
- ---- --- --------
P. G. Uttley 65 Chairman and a Director
B. Harding 47 President and a Director
Gerda Elsen 36 Director
D. J. Sachman 51 Chief Financial Officer and a Director
P. G. UTTLEY, Chairman and a Director. Mr. Uttley is British, and has
been in the insurance business since 1959. At this time he is Chairman of Owen &
Wilby, Chairman of Owl Holdings Limited, Fonde de Pouvoir of Equihot Societe
Anonyme Monegasque, Director of Equihot Verzekering N.V., Director of Equihot
Herverzekering N.V. and Chairman of P & B Limited.
BARRIE HARDING, President and a Director. Mr. Harding is British and
has been in the insurance business since 1965. From 1989 to 1993 he was Managing
Director of Hull & Co., Ltd., during 1994 he was a member of the board of Hogg
Insurance Brokers, Ltd., from January, 1995 to February, 1996 he was with
Harding Associates, and from February, 1996 to the present he has been a
director of Equihot insurance companies.
GERDA ELSEN, Director - Actuarial/Insurance Accounts. Mrs. Elsen is
Belgian, and has been in the insurance business since 1987. From 1987 to 1995
she was with Area Benefits Network International Services S.G., a Professor of
mathematics at E.H.S.A.L., and an Actuary at Hewitt CBC S.A. From January, 1996
she has been a Director of Equihot Herverzekering N.V.
DAVID SACHMAN, Chief Financial Officer and a Director. Mr. Sachman is a
citizen of South Africa. He has been employed since 1988 as Director of Equihot
Finance Trust and the Equihot companies.
ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
There are no officers or directors that received compensation in excess
of $60,000 or more during the last year. Mr. Berger had an employment contract
with the company, however, all pay has been suspended since October, 1992, and
he has agreed to waive all claims for salary as a result of the Agreement and
Plan of Exchange. There is no bonus, profit sharing, pension, retirement or any
other compensation plan for any officer or director of the company.
ITEM 9. INDEPENDENT PUBLIC ACCOUNTANTS
The accountants for the company were McGladrey & Pullen, L.L.P. After
the special shareholder meeting on May 10, 1996 Stirtz Bernards Boyden Surdel &
Larter (Moores Rowland International), of Minneapolis, Minnesota, has acted as
United States accountants. There were no adverse opinions, or disclaimer of
opinion or qualified opinions. There were no opinions modified as to audit scope
or disagreements of audit policy. There has been free discussion between the
former and present accountants. There is no audit committee of the company.
The principal accountant for the current year is not expected to be
present at the special meeting of shareholders, they are not expected to make a
statement and are not expected to be available to answer appropriate questions.
ITEM 10. COMPENSATION PLANS
The registrant has no compensation plans, and no action with respect to
any such plan will be taken at the special shareholders meeting.
ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE
The Board of Directors has entered into an agreement with Equihot
Delfstoffen, N.V. a Belgian Corporation for a Plan of Exchange of Equihot
Herverzekering N.V. Under the terms of the agreement Equihot Delfstoffen N.V.
transfered all of the issued and outstanding shares of Equihot Herverzekering
N.V. to the Company in exchange for 5,297,041 shares. The result was the same
number of shares issued and outstanding before the reverse stock split.
ITEM 12. MODIFICATION OR EXCHANGE OF SECURITIES
There will be no modification of any class of securities of the
registrant except for the reverse stock split. Equihot Delfstoffen N.V.
transferred all of the issued and outstanding shares of Equihot Herverzekering
N.V. to the Company in exchange for 5,297,041 shares.
ITEM 13. FINANCIAL AND OTHER INFORMATION
The following is the unaudited pro forma condensed balance sheet, as of
December 31, 1995 for both Aloe Vera and Equihot, showing the condensed balance
sheet items, and the total for both combined, under generally accepted
accounting principles of the United States.
<TABLE>
<CAPTION>
Historical Pro forma
---------- ---------
Aloe Vera Equihot
--------- -------
<S> <C> <C> <C>
Assets
Investments $ -- $15,790,358 $15,790,358
Cash and cash equivalents $ -- $32,216,805 $32,216,805
Other Assets $ -- $10,945,983 $10,945,983
----------- -----------
$ -- $58,953,146 $58,953,146
----------- -----------
Liabilities and Stockholders Equity
Liabilities $ 68,693 $ 8,115,819 $ 8,184,512
Underwriting Reserves $ -- $16,909,846 $16,909,846
Stockholders Equity $ (68,693) $33,927,481 $33,858,788
---------- ----------- -----------
Book Value per Share $ (.01) $ 6.08 $ 6.07
$ -- $58,953,146 $58,953,146
---------- ----------- -----------
</TABLE>
The following is the unaudited pro forma condensed income statement, as
of December 31, 1995 for both Aloe Vera and Equihot, showing the condensed
income statement items, and the total for both combined, under generally
accepted accounting principles of the United States.
Historical Pro forma
---------- ---------
Aloe Vera Equihot
--------- -------
Total Revenues $ -- $ 5,645,950 $ 5,645,950
Investment Income $ -- $ 1,272,547 $ 1,272,547
Expenses $ 4,062 $ 5,705,231 $ 5,709,293
------------ ------------ ------------
Income (Loss) $ (4,062) $ 1,213,266 $ 1,209,204
Per Share $ (.0007) $ .22 $ .22
ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS, ACQUISITIONS AND SIMILAR MATTERS
Equisure, Inc., 527 Marquette #1800, Minneapolis, Minnesota 55402,
(612) 338-3738.
Equihot Herverzekering N.V. is a corporation, incorporated in Belgium,
and was a wholly owned subsidiary of Equihot Delfstoffen N.V., also a Belgian
corporation. The parent company is a metals trading company that trades in raw,
refined or constructed products of metal throughout the world. Equihot
Herverzekering N.V. was started as a reinsurance subsidiary of the parent
company.
Equihot Herverzekering N.V. principally does business with companies in
the metal trading business. It only writes reinsurance, not the primary
insurance. The reinsurance is limited principally to that of financial or
political risks associated with the delivery of metal products, usually defined
as raw, refined or constructed products, warehoused or in transit, as a result
of the risks of political insurrection, riots, strikes and other malicious acts,
including terrorism; and relating to the movement of cargo by land, sea or air,
including the ship's hulls and light aircraft.
Equihot Herverzekering N.V. principally underwrites:
(A) Financial Risk reinsurance on the basis of:-
"An actual loss being incurred by the insured as a result of the
failure of a trading partner to complete agreed contracts of purchase
from the insured leading to a breach of contract." The coverage is
provided to original insureds in the mining and metal trading sectors.
(B) Political Risk reinsurance on the basis of:-
"An actual loss being incurred by the insured as a result of seizure or
destruction of goods, due to Civil War, Riots, Strikes and Illegal
Civil Unrest". As in (A) this coverage is provided to original insureds
in the mining and metal trading sectors. In geographical terms,
primarily Australia, Indonesia, South Africa and Zambia.
Reinsurance derived from the insurable risks detailed in A and B,
accounted for premiums written of $18,941,368 for the financial year ending 31
December 1994 and $26,011,236 for 1995. The projected premiums written for 1996
from these classes is approximately $30,000,000.
Equihot Herverzekering N.V. also has a policy of entering into an
agreement with one specific producer in one geographical area. The reason is to
avoid conflict between producers, and also to maintain a desired rating
structure and any downward pressure from competing brokers in the same market.
The close association with the parent company has led to a desirable
risk structure, and there have been no losses from claims on an as if basis in
the past seven years. Equihot Herverzekering N.V. branched out in 1995 to write
reinsurance for other major international companies active in metal trading. In
keeping with the prior method of operation the company only enters into
arrangements with insurance companies with a proven risk management experience,
and an acceptable level of loss ratio.
The Board of Directors has entered into an agreement with Equihot
Delfstoffen, N.V. a Belgian Corporation for an Agreement for Plan of Exchange of
Equihot Herverzekering N.V. Under the terms of the agreement Equihot Delfstoffen
N.V. transfered all of the issued and outstanding shares of Equihot
Herverzekering N.V. to the Company in exchange for 5,297,041 shares.
The reason for engaging in the transaction is that the registrant was a
shell company for several years in search for an operating company, and
management of the registrant felt that this was a desirable transaction.
There are no material differences in the rights of security holders of
the registrant as a result of this transaction, other than the reverse stock
split.
The accounting treatment of the transaction is as a Plan of Exchange,
the accounting will be done on a consolidated basis of the two corporations.
There are no federal income tax consequences of the transaction.
The securities issued to Equihot Delfstoffen N.V. were common shares of
the registrant. Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.
No dividends have ever been declared, and therefore there are no
dividends in arrears.
ITEM 15. ACQUISITION OR DISPOSITION OF PROPERTY
Not Applicable
ITEM 16. RESTATEMENT OF ACCOUNTS
Not Applicable
ITEM 17. ACTION WITH RESPECT TO REPORTS
Not Applicable
ITEM 18. MATTERS NOT REQUIRED TO BE SUBMITTED
Not Applicable
ITEM 19. AMENDMENT OF CHARTER, BYLAWS OR OTHER DOCUMENTS
After the May 10, 1996 special meeting of shareholders the registrant
filed an amendment to its Articles of Incorporation with the Secretary of State
of Minnesota to change the name to Equisure, Inc.
ITEM 20. OTHER PROPOSED ACTION
Not Applicable
ITEM 21. VOTING PROCEDURES
The Board of Directors has fixed the close of business on September 1,
1996 as the record date. Only holders of record of shares on the record date are
entitled to notice of and to vote at the meeting. There are 5,575,833 shares
outstanding and entitled to vote held by approximately 696 shareholders.
Each holder is entitled to cast one vote per share. The presence, in
person or by proxy of the holders of a majority of the outstanding shares is
necessary to constitute a quorum. The affirmative vote, in person or by proxy,
of the holders of a majority of the shares is required to ratify the meeting of
May 10, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed by the President.
Equisure, Inc.
/S/ D. J. Sachman
EQUISURE, INC.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
September 30, 1996
PROXY SOLICITED BY THE BOARD OF DIRECTORS
This proxy statement is furnished to holders of the common stock of
Equisure, Inc., (the "Company") in connection with the solicitation by the Board
of Directors of proxies for use at the special meeting of shareholders to be
held on the 30th day of September, 1996, and at all adjournments thereof, for
the purpose of ratifying the special shareholder meeting of May 10, 1996. The
special shareholder meeting of May 10, 1996 approved the reverse split of shares
of Aloe Vera Naturel, Inc. 20-1, approved the Plan of Exchange with Equihot
Delfstoffen for all of the shares of Equihot Hervezekering, the election of
directors and the change of name to Equisure, Inc. The vote at the special
shareholder meeting on May 10, 1996 was more than 72% of all shares outstanding
for all four proposals, and less than one per cent of all shares voting against
all four proposals. The Plan of Exchange was filed with the State of Minnesota,
and a Certificate of Exchange was issued. The results of the special shareholder
meeting were filed with the Securities and Exchange Commission on a Form 8K. The
results should have been filed on a Form 14A. This special meeting of
shareholders is being held to ratify the May 10, 1996 special shareholder
meeting, which completed the Plan of Exchange, and to satisfy all rules.
In addition the meeting of May 10, 1996 did not contain all dissenters'
rights to the Plan of Exchange, which are included with this Proxy Statement.
Proxies have been received for more than 50% of the former Aloe Vera
Naturel, Inc. shares entitled to vote for the ratification.
Management knows of no matters to be presented at the meeting other
than as mentioned below. However, if any matter not specifically set forth in
the attached Notice of Meeting properly comes before the meeting, it is intended
that the holder of the proxies will vote in his discretion.
Holders of outstanding stock of record at the close of business on
September 1, 1996, are entitled to vote at the meeting and to cast one vote for
each share held. The outstanding voting securities of the company, as of
September 1, 1996, consists of 5,575,833 shares.
This Proxy Statement and form of proxy are being mailed to the
shareholders of Equisure, Inc. on or about September 1, 1996.
INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION
George N. Berger, President of the Company was paid $70,000 as a result
of his accrued compensation, and for money due to him for expenses for before
October, 1992. The compensation and expenses ceased in October, 1992 by
agreement with the company because there was no activity in the company. All
other interests are on a per share pro rata basis.
PRINCIPAL SHAREHOLDERS OF ALOE VERA NATUREL, INC.
(Prior to May 10, 1996)
The company knows of no person who was the beneficial owner of more
than 5% of the company's voting securities, and all of these securities were
held for more than the past two years, except as follows:
Name of Beneficial Owner Number of Shares % of Ownership
- ------------------------ ---------------- --------------
George N. Berger 2,625,000 47.0%
Donald E. Densmore 250,000 4.5%
Wayne E. Densmore 348,000 6.0%
John P. Porter 246,500 4.4%
All officers and
Directors as a group 3,469,500 62%
OFFICERS AND DIRECTORS OF ALOE VERA NATUREL, INC.
(Prior to May 10, 1996)
The officers and directors of Aloe Vera Naturel, Inc. held office for
more than the past two years. There was no audit, compensation, nominating or
any other committee of the Board of Directors. There was one meeting of the
Board of Directors in the past year, all directors voted. The officers and
directors of the company until May 10, 1996 were as follows:
Name Age Position
- ---- --- --------
George N. Berger 39 President and Director
Donald E. Densmore 60 Director
Wayne E. Densmore 65 Director
John P. Porter 69 Director
GEORGE N. BERGER, President, Chief Financial Officer, Secretary and
Director. Mr. Berger has a degree in Economics from Concordia College and an MBA
from the University of Minnesota. He has served as an officer and director of
the company since November, 1991.
DONALD E. DENSMORE, Director. Mr. Densmore has been a director of the
company since 1980, and was president from 1982 to 1991. From 1992 to 1995 he
was an executive of K. H. Watts Co. a manufacturers representative.
WAYNE E. DENSMORE, Director. Mr. Densmore has been a director of the
company since 1980, and was secretary from 1982 to 1991. Mr. Densmore was the
President of International Blending Company for 22 years until its sale in 1992,
and remained the general manager until his retirement in 1995.
JOHN P. PORTER, Director. Mr. Porter was been a director of the company
since 1980. He is now retired, before retirement he was National Sales Manager
for Heidelberg Eastern, Inc.
EXECUTIVE COMPENSATION OF ALOE VERA NATUREL, INC.
There were no officers or directors that received compensation in
excess of $60,000 or more during the last year to May 10, 1996. Mr. Berger had
an employment contract with the company, however, all pay had been suspended
since October, 1992, and he has agreed to waive all claims for salary as a
result of the Agreement and Plan of Exchange. There is no bonus, profit sharing,
pension, retirement or any other compensation plan for any officer or director
of the company.
CHANGE OF ACCOUNTANTS
The accountants for the company were McGladrey & Pullen, L.L.P. After
the special shareholder meeting on May 10, 1996 Stirtz Bernards Boyden Surdel &
Larter (Moores Rowland International), of Minneapolis, Minnesota, has acted as
United States accountants. There were no adverse opinions, or disclaimer of
opinion or qualified opinions. There were no opinions modified as to audit scope
or disagreements of audit policy. There has been free discussion between the
former and present accountants. There is no audit committee of the company.
FUTURE STOCKHOLDER PROPOSALS
The next annual meeting of the stockholders of the company is expected
to be held in April, 1997. If any stockholder intends to present a proposal at
the 1997 meeting and wishes the proposal to be included in the proxy material
the holder must submit the proposal to the company, in writing by February 15,
1997.
VOTING RIGHTS; VOTES REQUIRED FOR APPROVAL
The Board of Directors has fixed the close of business on September 1,
1996 as the record date. Only holders of record of shares on the record date are
entitled to notice of and to vote at the meeting. There are 5,575,833 shares
outstanding and entitled to vote held by approximately 696 shareholders.
Each holder is entitled to cast one vote per share. The presence, in
person or by proxy of the holders of a majority of the outstanding shares is
necessary to constitute a quorum. The affirmative vote, in person or by proxy,
of the holders of a majority of the shares is required to ratify the meeting of
May 10, 1996.
RIGHTS OF DISSENTING SHAREHOLDERS
All holders of outstanding shares of common stock of the company have
the right under Section 302A.471 of the Minnesota Statutes to dissent from the
Exchange and to obtain the fair value of their shares. Any shareholder seeking
to exercise his rights must follow the procedure specified in Section 302A.473
of the Minnesota Statutes. Copies of Minnesota Statutes, Section 302A.471
(Rights of dissenting shareholders) and 302A.473 (procedures for asserting
dissenters' rights) are attached to this Proxy Statement.
A shareholder may assert dissenters' rights only as to all of the
shares registered in his or her name unless the shareholder dissents with
respect to all of the shares which are beneficially owned by another person but
registered in the name of the shareholder and discloses the name and address of
each beneficial owner on whose behalf the shareholder dissents. In that event,
the rights of the dissenter shall be determined as if the shares as to which the
shareholder has dissented and the other shares were registered in the names of
different shareholders. Shareholders who have the right to exercise dissenters'
rights and obtain payment for their shares do not have a right at law or in
equity to have the proposed action at the special meting set aside or rescinded,
except when the action is fraudulent with regard to the shareholder or the
corporation.
A shareholder that desires to dissent must give written notice to
Equisure, Inc., 1800 Rand Tower, 527 Marquette, Minneapolis, Minnesota 55402.
The following are the matters set forth in the Proxy Statement for the
meeting on May 10, 1996, changed to reflect Generally Accepted Accounting
Principles of the United States, and later developments that became known after
the meeting of May 10, 1996.
REVERSE STOCK SPLIT
There are now 5,575,833 shares of common stock outstanding. The Board
of Directors decided that it was in the best interests of the Company to reverse
split the shares so that there was 1 share for each 20 shares. This meant that
there were 278,792 shares outstanding of Aloe Vera Naturel, Inc. before the Plan
of Exchange.
PLAN OF EXCHANGE WITH EQUIHOT DELFSTOFFEN N.V.
The Board of Directors has entered into an agreement with Equihot
Delfstoffen, N.V. a Belgian Corporation for a Plan of Exchange of Equihot
Hervezekering N.V. A copy of the agreement is attached to this Proxy Statement
as Appendix A. Under the terms of the agreement Equihot Delfstoffen N.V.
transferred all of the issued and outstanding shares of Equihot Hervezekering
N.V. to the Company in exchange for 5,297,041 shares.
Aloe Vera Naturel, Inc.
Aloe Vera Naturel, Inc. was started as a Minnesota corporation on
August 17, 1977, and 900,000 shares were issued to the founders. Beginning in
March, 1978 the company sold 895,000 shares in a public offering, and in 1981
there were an additional 133,333 shares sold. The company was formed to market
cosmetics and skin care products. The business was not successful, and in 1982
the business ceased.
There were 500,000 shares issued in 1982 to retire notes payable. Also
in 1982 there was an attempt to resurrect the business with an agreement with
Longhorn Energy Services, Inc. This was not successful. There were 60,000 shares
issued in settlement of legal and other fees in connection with a Longhorn
offering, and there was a reversal of the Longhorn merger in 1984 that resulted
in the issuance of 300,000 shares of the company, which was approved at a
shareholders meeting in 1992.
There were additional shares issued in 1991: 12,500 for referral fees,
150,000 to Donald E. Densmore for management fees, and 2,625,000 to George N.
Berger for consulting fees incurred before he became an officer and director of
the company.
The company filed a registration statement on Form 10-SB in January,
1994 to become a reporting company. In September, 1995 the registration
statement was cleared by the Securities and Exchange Commission.
The company has had no material assets and no business operation since
the discontinuance of the cosmetics and skin care marketing business in 1982.
Equihot Hervezekering N.V.
Equihot Hervezekering N.V. is a corporation, incorporated in Belgium,
and is a wholly owned subsidiary of Equihot Delfstoffen N.V., also a Belgian
corporation. The parent company is a metals trading company that trades in raw,
refined or constructed products of metal throughout the world. Equihot
Hervezekering N.V. was started as a reinsurance subsidiary of the parent
company.
Equihot Hervezekering N.V. principally does business with companies in
the metal trading business. It only writes reinsurance, not the primary
insurance. The reinsurance is limited principally to that of financial or
political risks associated with the delivery of metal products, usually defined
as raw, refined or constructed products, warehoused or in transit, as a result
of the risks of political insurrection, riots, strikes and other malicious acts,
including terrorism; and relating to the movement of cargo by land, sea or air,
including the ship's hulls and light aircraft.
Equihot Herverzekering N.V. principally underwrites:
(A) Financial Risk reinsurance on the basis of:-
"An actual loss being incurred by the insured as a result of the
failure of a trading partner to complete agreed contracts of purchase
from the insured leading to a breach of contract." The coverage is
provided to original insureds in the mining and metal trading sectors.
(B) Political Risk reinsurance on the basis of:-
"An actual loss being incurred by the insured as a result of seizure or
destruction of goods, due to Civil War, Riots, Strikes and Illegal
Civil Unrest". As in (A) this coverage is provided to original insureds
in the mining and metal trading sectors. In geographical terms,
primarily Australia, Indonesia, South Africa and Zambia.
Reinsurance derived from the insurable risks detailed in A and B,
accounted for premiums written of $18,941,368 for the financial year ending 31
December 1994 and $26,011,236 for 1995. The projected premiums written for 1996
from these classes is approximately $30,000,000.
Equihot Hervezekering N.V. also has a policy of entering into an
agreement with one specific producer on one geographical area. The reason is to
avoid conflict between producers, and also to maintain a desired rating
structure and any downward pressure from competing brokers in the same market.
The close association with the parent company has led to a desirable
risk structure, and there have been no losses from claims on an as if basis in
the past seven years. Equihot Hervezekering N.V. branched out in 1995 to write
reinsurance for other major international companies active in metal trading. In
keeping with the prior method of operation the company only enters into
arrangements with insurance companies with a proven risk management experience,
and an acceptable level of loss ratio.
CHANGE OF NAME
The Company changed its name after the shareholders meeting to
Equisure, Inc. It will retain the name Equihot Hervezekering N.V. for its wholly
owned subsidiary for the reason that it has many insurance contracts throughout
the world in that name. As a result it would create numerous problems to cease
doing business as Equihot Hervezekering N.V., and it will continue to do
business in that name. It is intended that all accounting will be on a
consolidated basis, so that the income of the subsidiary will be the income of
the parent company.
OFFICERS AND DIRECTORS OF THE COMPANY
The following information sets forth information as to the persons who
are Officers and Directors of Equisure, Inc.:
Name Age Position
- ---- --- --------
P. G. Uttley 65 Chairman and a Director
B. Harding 47 President and a Director
Gerda Elsen 36 Director
D. J. Sachman 51 Director
P. G. UTTLEY, Chairman and a Director. Mr. Uttley is British, and has
been in the insurance business since 1959. At this time he is Chairman of Owen &
Wilby, Chairman of Owl Holdings Limited, Fonde de Pouvoir of Equihot Societe
Anonyme Monegasque, Director of Equihot Verzekering N.V., Director of Equihot
Hervezekering N.V. and Chairman of P & B Limited.
BARRIE HARDING, President and a Director. Mr. Harding is British and
has been in the insurance business since 1965. From 1989 to 1993 he was Managing
Director of Hull & Co., Ltd., during 1994 he was a member of the board of Hogg
Insurance Brokers, Ltd., from January, 1995 to February, 1996 he was with
Harding Associates, and from February, 1996 to the present he has been a
director of Equihot insurance companies.
GERDA ELSEN, Director - Actuarial/Insurance Accounts. Mrs. Elsen is
Belgian, and has been in the insurance business since 1987. From 1987 to 1995
she was with Area Benefits Network International Services S.G., a Professor of
mathematics at E.H.S.A.L., and an Actuary at Hewitt CBC S.A. From January, 1996
she has been a Director of Equihot Hervezekering N.V.
DAVID SACHMAN, Director - Finance. Mr. Sachman is a citizen of South
Africa. He has been employed since 1988 as Director of Equihot Finance Trust and
the Equihot companies.
SECURITY OWNERSHIP OF THE COMPANY
The following table sets forth information as to the owners of 5% or
more of the voting securities, and officers and directors of the new company:
Name of Beneficial Owner Number of Shares % of Ownership
- ------------------------ ---------------- --------------
May 10, 1996
Equihot Delfstoffen N.V. 5,297,041 95%
September 1, 1996
Equihot Delfstoffen N.V. 1,269,703 22%
David Sachman 248,500 4%
Barrie Harding 100,000 2%
Gerda Elsen 100,000 2%
Peter Uttley 100,000 2%
All officers and
Directors as a group 1,798,203 32%
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
As stated under GAAP (previously presented under European standards)
The following is the unaudited pro forma condensed balance sheet, as of
December 31, 1995 for both Aloe Vera and Equihot, showing the condensed balance
sheet items, and the total for both combined, under generally accepted
accounting principles of the United States.
<TABLE>
<CAPTION>
Historical Pro forma
---------- ---------
Aloe Vera Equihot
--------- -------
<S> <C> <C> <C>
Assets
Investments $ -- $15,790,358 $15,790,358
Cash and cash equivalents $ -- $32,216,805 $32,216,805
Other Assets $ -- $10,945,983 $10,945,983
----------- -----------
$ -- $58,953,146 $58,953,146
----------- -----------
Liabilities and Stockholders Equity
Liabilities $ 68,693 $ 8,115,819 $ 8,184,512
Underwriting Reserves $ -- $16,909,846 $16,909,846
Stockholders Equity $ (68,693) $33,927,481 $33,858,788
---------- ----------- -----------
Book Value per Share $ (.01) $ 6.08 $ 6.07
$ -- $58,953,146 $58,953,146
---------- ----------- -----------
</TABLE>
UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT
As stated under GAAP (previously presented under European standards)
The following is the unaudited pro forma condensed income statement, as
of December 31, 1995 for both Aloe Vera and Equihot, showing the condensed
income statement items, and the total for both combined, under generally
accepted accounting principles of the United States.
Historical Pro forma
---------- ---------
Aloe Vera Equihot
--------- -------
Total Revenues $ -- $ 5,645,950 $ 5,645,950
Investment Income $ -- $ 1,272,547 $ 1,272,547
Expenses $ 4,062 $ 5,705,231 $ 5,709,293
------------ ------------ ------------
Income (Loss) $ (4,062) $ 1,213,266 $ 1,209,204
Per Share $ (.0007) $ .22 $ .22
FUTURE DEVELOPMENT
Equihot Hervezekering N.V. has shown growth of about 9% in the first
six months of 1996 compared with the same period in 1995.
The Company is looking for new areas of expansion, presently under
review is South America and Australia. The Company is looking for growth with a
profit, short term growth without known profit will be avoided.
The principle source of reinsurance business is from Africa, in the
mining sector. This has not been maximized, and the company will look for
continued expansion.
The shareholders of Equihot Herverzekering N.V. paid into the company
(in addition to stock) the sum of $32,500,000 by way of a contributed surplus.
This takes the form of a subordinated loan, paying an annual coupon of 6% on
December 12th to the shareholders of Equihot Hervezekering N.V. This loan is not
repayable and will be converted to common stock of Equihot Herverzekering N.V.
at par on December 12, 1999. The title of lender to this subordinated loan was
assigned in its entirety to Equisure Inc.
In percentage terms these political-financial risks written accounted
for 100% of the reinsurance premium income for 1994, approximately 95% in 1995
and an estimated 65% in 1996. The target portfolio balance is 50% financial and
political reinsurance and 50% general reinsurance to be achieved by the year
ending 1997.
The remainder of the Company's net reinsurance income is derived from
general reinsurance, specifically in the following classes.
1994 1995 1996
---- ---- ----
Marine Hull 0% 3.50% 12.50% EST
Aviation Hull 0% 0.90% 5.50% EST
Marine Cargo 0% 0.57% 12.00% EST
Personal Accident 0% 0% 4.00% EST
Misc. Property & Casualty 0% 0% 1.00% EST
No other classes of reinsurance are sought, or accepted
In overall income terms Equihot Herverzekering N.V. considers the
financial and political risk sector to ceiling at $30,000,000 +/-, by choice. In
the general reinsurance sector the intended ceiling is also $30,000,000 +/-,
again by choice, giving a combined $60,000,000 net premium income ceiling. In
balance sheet terms Equihot Herverzekering N.V. is then limiting its
underwriting income to less than twice capital and reserves.
This under-use of capacity allows for selective growth on a
conservative basis, producing a maintained steady profit, obtained and supported
through known income and mid term investments. Conservatism has worked, Equihot
Herverzekering N.V. has maintained full reserving yet has been able to return a
net profit of $ 1,213,123 for 1995, its second full year of trading. Further,
the Company made payments to Shareholders totalling $4,982,919 in respect of
coupon and commissions.
Equihot Herverzekering N.V. principally operates and underwrites from 8
Louisa Marialei, Antwerp, Belgium, Tel.No. 32-3-232 5353, Fax 32-3-232 7702.,
with secondary offices in London, Monaco and Johannesburg. It has 6 Directors, 2
managers and 15 staff, located in Antwerp and at offices in London, Monaco, and
Johannesburg.
