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
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
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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| 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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction 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:
EQUISURE, INC.
701 Fourth Avenue South
Minneapolis, Minnesota 55415
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 13, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Equisure, Inc., a Minnesota corporation (the "Company") will be held on Friday,
June 13, 1997, at 11:00 a.m. New York City Time in the Board Room of the
American Stock Exchange, 86 Trinity Place, New York, New York 10006-1881 for the
following purposes:
1. To elect six nominees to the Board of Directors to serve for a
term of one year.
2. To approve an amendment to the Company's Articles of
Incorporation.
3. To ratify the appointment of Stirtz Bernards Boyden Surdel &
Larter as the independent auditors for the current fiscal
year.
4. To transact such other business as may properly come before
the meeting and any adjournments thereof.
Only holders of record of common stock of the Company at the close of
business on May 15, 1997 will be entitled to notice of, and to vote at, the
Annual Meeting or any adjournment thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE, AND RETURN YOUR PROXY
IN THE REPLY ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE.
BY ORDER OF THE BOARD OF
DIRECTORS
Barrie Harding
President and Chief Executive Officer
May 28, 1997
PROXY STATEMENT
EQUISURE, INC.
701 FOURTH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA 55415
ANNUAL MEETING OF STOCKHOLDERS - JUNE 13, 1997
GENERAL
The enclosed Proxy is solicited by the Board of Directors of Equisure,
Inc. (the "Company") for use at the annual meeting of the Company to be held
Friday, June 13, 1997 at 11:00 a.m., New York City Time in the Board Room of the
American Stock Exchange, 86 Trinity Place, New York, New York 10006-1881, or any
adjournment thereof. Such solicitation is being made by mail and may also be
made by directors, officers and employees of the Company. Any Proxy given
pursuant to such solicitation may be revoked by the stockholder at any time
prior to the voting thereof by so notifying the Company in writing at the above
address, attention: Joseph Nielsen, North American Division Director, or by
appearing and voting in person at the meeting. Shares represented by Proxies
will be voted as specified in such Proxies. In the absence of specific
instructions, Proxies received by the Board of Directors will be voted (to the
extent they are entitled to be voted on such matters): (1) in favor of the
nominees for directors named in this Proxy Statement; (2) for the amendment of
the Company's Articles of Incorporation to set forth certain powers and purposes
of the Company; (3) for the ratification of the appointment of Stirtz Bernards
Boyden Surdel & Larter as the independent auditors of the Company and (4) in the
Proxies' discretion upon such other business as may properly come before the
meeting.
Votes cast by proxy or in person at the annual meeting will be
tabulated by the election inspectors appointed for the meeting and will
determine whether or not a quorum is present. The election inspectors will treat
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum but as unvoted for purposes of determining
the approval of any matter submitted to the stockholders for a vote. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the material enclosed herewith will be paid by the Company.
The Company may reimburse banks, brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
material to beneficial owners of stock. This Proxy Statement and the Company's
Annual Report (Form 10-KSB) for the year ended December 31, 1996 are being
mailed to stockholders on or about May 21, 1997.
OUTSTANDING STOCK
Common Stock, .001 par value ("Common Stock"), of which there were
11,131,488 shares outstanding on the Record Date constitutes the only class of
outstanding voting securities issued by the Company. Each holder of Common Stock
will be entitled to cast one vote in person or by proxy for each share of Common
Stock held for the election of directors and for all other matters voted on at
the annual meeting. Only stockholders of record at the close of business on May
15, 1997 will be entitled to vote at the meeting (the "Record Date").
Information as to the name, address and stock holdings of each person
known by the Company to be a beneficial owner of more than 5% of its Common
Stock and as to the name, address and stock holdings of each director and
nominee for election to the Board of Directors and by all officers, directors,
and nominees, as a group, as of the Record Date is set forth below. Except as
indicated below, the Company believes that each such person has the sole (or
joint with spouse) voting and investment powers with respect to such shares.
Common Stock
-------------------------------
Name/Address Amount Percent
of Beneficially of
Stockholder/Director Owned Class
-------------------- ----- -----
Pan Atlantic Investment Trust 2,499,406 22.4%
Equihot Delfstoffen NV
Louisa Marialei 8
2018 Antwerpen
Belgium
Barrie Harding 201,000 1.8%
701 Fourth Avenue South
Minneapolis, Minnesota 55415
Prof. Gerda Elsen 200,000 1.8%
701 Fourth Avenue South
Minneapolis, Minnesota 55415
David J. Sachman 497,000 4.5%
701 Fourth Avenue South
Minneapolis, Minnesota 55415
Peter G. Uttley 200,000 1.8%
701 Fourth Avenue South
Minneapolis, Minnesota 55415
Peter Balchin 0 -
701 Fourth Avenue South
Minneapolis, Minnesota 55415
Albert Delpy 0 -
701 Fourth Avenue South
Minneapolis, Minnesota 55415
Directors and officers as a group (6 persons) 1,098,000 9.8%
ELECTION OF DIRECTORS
NOMINATION AND ELECTION OF DIRECTORS
The Company's by-laws provide that the size of the Board of Directors
shall be fixed by resolution of the Board of Directors. The Proxies granted by
the stock holders will be voted at the annual meeting for the election of the
persons listed below as directors of the Company.
NOMINEES FOR DIRECTOR
Barrie Harding
Peter G. Uttley
David J. Sachman
Professor Gerda Elsen
Peter Balchin
Albert Delpy
In the event that one of more of the above named persons shall become
unavailable for election, votes will be cast pursuant to authority granted by
the enclosed proxy for such person or persons as may be designated by the Board
of Directors, unless the Board of Directors determines to reduce its size
appropriately. Each of the nominees other than Messrs. Balchin and Delpy, were
elected to the Board of Directors at a special meeting of the stockholders held
on May 10, 1996. Messrs. Balchin and Delpy were elected to the Board of
Directors by the Directors on Febrauary 28, 1997.
DIRECTORS AND OFFICERS
The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Director Since Position
- ---- --- -------------- --------
<S> <C> <C> <C>
Barrie Harding 48 1996 President, Chief Executive Officer
and a Director
Peter G. Uttley 65 1996 Chairman and a Director
David J. Sachman 46 1996 Chief Financial Officer and
a Director
Professor Gerda Elsen 38 1996 Technical Officer, Actuary and
a Director
Peter Balchin 39 1997 Director
Albert Delpy 54 1997 Director
</TABLE>
Barrie Harding, has served as President, Chief Executive Officer and a
Director since May 10, 1996. Mr. Harding has been in the insurance and
reinsurance industry since 1965. From 1989 to 1993 Mr. Harding was Managing
Director of Hull & Co. (UK) Limited, an insurance broking house. From 1994 to
1995, Mr. Harding was a director with Lloyd Brokers, Hogg Insurance Brokers
Limited. In 1995 Mr. Harding formed Harding Associates, which performed
insurance consulting services for various insurance companies. In 1996 Mr.
Harding became a Director of Equihot Herverzekering N.V. and Equihot Verzekering
N.V.
Peter G. Uttley has served as Chairman of the Board and a Director
since May 10, 1996. Mr. Uttley has been in the insurance business since 1959 and
is a Fellow of the Insurance Institute of Canada. Over many years, Mr. Uttley
has held senior directorships in both the United Kingdom and Canada. From 1990
to 1993 Mr. Uttley was a Director of Underwriter's Advisory Services Limited.
Mr. Uttley's current directorships are as follows: since 1994 - Chairman of PB
(Runoff) Limited, a Lloyds of London managing agent; and since 1995 - Director
Equihot Herverzekering N.V., Director Equihot Verzekering N.V., Director of Owen
and Wilby Underwriters Agency Limited, a Lloyds of London underwriting
syndicate, and Chairman of Owl Holdings Limited, Lloyds of London.
David J. Sachman has served as a Director and Chief Financial Officer
since May 10, 1996. Mr. Sachman started his financial career in 1973 spending 15
years with Krediet Bank. From 1988 Mr. Sachman has been Director of Finance with
the Equihot Group and is also currently a director of Equihot Herverzekering
N.V. and Equihot Delfstoffen NV.
Professor Gerda Elsen has served as a Director since May 10, 1996. Mrs.
Elsen is a Professor of financial mathematics and in 1994 qualified as an
actuary for insurance companies. Since 1986 Mrs. Elsen has held the position of
Professor of financial mathematics, individual and collective life insurances at
the University of Brussels in Belgium. From 1986 to 1995, Mrs. Elsen held
consulting actuarial positions with Hewitt CBC SA and Area Benefits Network
International Services S.C. in Brussels, both involved with insurance business.
In 1996, Mrs. Elsen became a director of Equihot Herverzekering N.V. and Equihot
Verzekering N.V.
Peter Blachin has served as a Director since February 28, 1997. Mr.
Balchin is a member of the Association of Certified Accountants having qualified
in 1985. Mr. Balchin was the group accountant of DAK Group Limited, a materials
handling company, from 1992 to 1995. Since 1995, Mr. Balchin has been managing
director of Moving Edge Limited which is concerned with the marketing of
health-safety products.
Albert Delpy has served as a director since February 28, 1997. Since
1984, Mr. Delpy has worked in conjunction with the government of Monaco's audit
department and is a senior auditor being an assistant to the Commission on
Compte, de Societies. Since 1984, Mr. Delpy has also been the administrator of a
number of organizations in Monaco.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Messrs. Harding, Balchin and Delpy are the current members of the Audit
Committee of the Board of Directors. The Audit Committee represents the Board in
discharging its responsibilities relating to the accounting, reporting, and
financial control practices of the Company. The Committee has general
responsibility for review with management of the financial controls, accounting
and audit and reporting activities of the Company. The Committee annually
reviews the qualifications and engagement of the Company's independent
accountants, makes recommendations to the Board as to their selection, reviews
the scope, fees, and results of their audit, and reviews their management
comment letters.
Messrs. Harding and Sachman are the current members of the Compensation
Committee, which oversees compensation for directors, officers and key employees
of the Company.
During fiscal 1996, the Board of Directors met seven times. Each
director attended, in person or by telephone, 75% or more of the meetings of the
Board of Directors held during 1996. The Audit and Compensation Committees were
formed in fiscal 1997.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten-percent stockholders are also
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten-percent beneficial owners were timely complied with.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF THE NOMINEES FOR DIRECTOR.
EXECUTIVE COMPENSATION
The following table summarizes the annual compensation paid for
services rendered to the Company and its subsidiary for the fiscal years ended
December 31, 1996, 1995 and 1994, by each of the most highly compensated
executive officers of the Company whose compensation exceeded $100,000 in any
such year.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS OTHER
--------------------------- ---- --------- ----- -----
<S> <C> <C> <C> <C>
Barrie Harding, President, 1996 $150,000 -- --
Chief Executive Officer and 1995 -- -- --
Director 1994 -- -- --
David J. Sachman, Chief 1996 $150,000 -- --
Financial Officer and Director 1995 $120,000 -- --
1994 $108,000 -- --
</TABLE>
- ----------------------
(1) The administrative structure of the Company at present permits it to
operate efficiently without the need for a large number of employees.
Consistent with this practice, Equisure has retained an independent
management services company to provide services to Equisure. This
independent company is also responsible for paying from a portion of the
management fee paid to such company, Equisure's officers and directors for
the services they provide to the Company. The amounts set forth above for
the named executive officers were paid by the management company. The
Company expects to discontinue the historical practice of compensating
officers and directors through the management services arrangement and to
begin compensating them directly during fiscal 1997.
The Company does not have a stock option program or other similar forms
of incentive compensation programs. The Compensation Committee of the Board of
Directors is currently considering adopting a performance based incentive
compensation program for officers and directors.
CERTAIN TRANSACTIONS
Equihot Verzekering N.V. ("EV"), an insurance company which is owned
100% by Equihot Delfstoffen N.V. ("ED"), the founder and a major shareholder of
the Company, fronts for the insurance which the Company provides with respect to
ED's trading activities. Since a reinsurer does not directly insure the
underlying risk, a reinsurer must enter into fronting arrangements with other
insurance companies. Fronting arrangements are defined as reinsurance in which
the ceding (reinsuring) insurance company issues a policy and reissues all or
substantially all of the insurance risk with the reinsurer. EV provides this
fronting service for a fee (2.5% on net ceded reinsurance premiums written for
EV for periods prior to December 31, 1996, and 5% on such premiums from January
1, 1997 to December 31, 2005). The Company believes this fronting fee is normal
commercial practice and believes 5% to be competitive with market rates. See
Note 8 to Notes to Consolidated Financial Statements in the Annual Report (Form
10-KSB) included with this Proxy Statement for transactions and balances which
the Company has with ED and EV. Barrie Harding, Peter Uttley and Professor Gerda
Elsen, Directors of the Company, are also Directors of EV and David J. Sachman
and Professor Elsen, Directors of the Company, are also Directors of ED.
On May 10, 1996, the Company acquired Equiholt Herverzekering N.V. from
Equiholt Delfstoffen N.V. ("ED") pursuant to an exchange of 100% of the shares
of Equiholt Herverzekering N.V. for 10,594,082 shares (adjusted to reflect a
two-four-one stock split in November 1996) of the Company's common stock,
representing approximately 95% of the Company's then outstanding shares of
common stock. On July 23, 1996, a group of investors purchased an aggregate of
8,094,676 shares (adjusted for the November 1996 stock split) of the Company's
common stock from ED. These investors included Messrs. Harding, Sachman and
Uttley and Professor Elsen, who purchased an aggregate of 1,098,000 of such
shares.
AMENDMENT OF ARTICLES OF INCORPORATION
PROPOSED AMENDMENT
The Board of Directors proposes that the stockholders of the Company
approve an amendment to the Company's Articles of Incorporation to specifically
set forth certain powers and purposes of the Company. The Company has been
formed for general business purposes and this amendment will not affect or
restrict the powers or purposes of the Company, but is being recommended by the
Board of Directors as it believes it is helpful to have certain of the powers
and purposes of the Company, especially the power to provide insurance and
reinsurance, to be set forth in the Company's Articles of Incorporation.
Therefore, the Board of Directors recommends that stockholders approve an
amendment to Article I of the Company's Articles of Incorporation to read as
follows:
"Article I. Name; Purposes
The name of this corporation is Equisure, Inc. (formerly Aloe
Vera Naturel, Inc.). The purposes and powers of the
corporation shall be: (i) general business purposes; (ii) to
have and exercise all powers incident and necessary to affect
all the purposes of the corporation, including providing
insurance and reinsurance, borrowing money and issuing,
selling or pledging bonds and other securities and
obligations, subscribing for, purchasing or otherwise
acquiring and holding with the same rights of ownership
therein, including the right to vote, as may be permitted to
natural persons, the shares, bonds and obligations of other
companies; and (iii) to have and exercise all the powers,
rights and privileges now or hereafter conferred by the laws
of the State of Minnesota. The foregoing purposes and powers
shall be construed liberally and shall in no way be limited or
restricted by reference to or inference from the enumeration
of specific powers or any other clauses or paragraphs of these
Articles."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has appointed Stirtz Bernards Boyden Surdel &
Larter as independent auditors of the Company for the fiscal year ending
December 31, 1997. Stirtz Bernards Boyden Surdel & Larter served as the
independent auditors of the Company for the year ended December 31, 1996. The
Company does not anticipate that representatives of Stirtz Bernards Boyden
Surdel & Larter will be present at the meeting.
McGladrey & Pullen, LLP served as the independent accountants for the
Company for fiscal 1995 and prior years. On May 10, 1996, in connection with the
reorganization of the Company, the Company discontinued using McGladrey &
Pullen, LLP. The reports of McGladrey & Pullen, LLP, regarding the Company's
consolidated financial statements through December 31, 1995, contained no
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles. The Company's board of
directors approved the decision to change independent accountants.
In connection with the Company's audits through December 31, 1995 there
have been no disagreements with McGladrey & Pullen, LLP on any matter of
accounting principles or practice, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
McGladrey & Pullen, LLP would have caused them to make reference thereto in
their reports on the financial statements for such years. On May 10, 1996, the
Company engaged Stirtz Bernards Boyden Surdel & Larter as its new independent
accountants for the fiscal year ended December 31, 1996. Prior to such
engagement, the Company did not engage or consult with Stirtz Bernards Boyden
Surdel & Larter regarding the matters described in Regulation S-B, Item
304(a)(2).
In the event the holders of the Common Stock do not ratify the
appointment of Stirtz Bernards Boyden Surdel & Larter, the selection of other
independent auditors will be considered by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF STIRTZ BERNARDS BOYDEN SURDEL & LARTER AS THE INDEPENDENT
AUDITORS OF THE COMPANY.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the Company's
1998 Annual Meeting of Stockholders should be received by the President of the
Company at the above address no later than February 26, 1998, in order to be
considered for inclusion in the Company's Proxy Statement and form of Proxy
relating to that meeting.
OTHER MATTERS
The Board of Directors does not intend to bring before the meeting any
business other than as set forth in this Proxy Statement, and has not been
informed that any other business is to be presented to the meeting. However, if
any matters other than those referred to above should properly come before the
meeting, it is the intention of the persons named in the enclosed Proxy to vote
such Proxy in accordance with their best judgment.
Please sign and return promptly the enclosed Proxy in the envelope
provided if you are a holder of Common Stock. The signing of a Proxy will not
prevent your attending the meeting and voting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Barrie Harding
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated: May 28, 1997
EQUISURE, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned having duly received the Notice of Annual Meeting and
the Proxy Statement dated May 28, 1997, hereby appoints the President and Chief
Executive Officer, Barrie Harding, and the Chief Financial Officer, David J.
Sachman, as proxies (each with the power to act alone and with the power of
substitution and revocation) to represent the undersigned and to vote, as
designated below, all common shares of Equisure, Inc. held of record by the
undersigned on May 15, 1997, at the Annual Meeting of Shareholders to be held on
Friday, June 13, 1997, in the Board Room of the American Stock Exchange, 86
Trinity Place, New York, New York 10006-1881 at 11:00 a.m. New York City Time,
and at any adjournment thereof.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
WITHHOLD
FOR AUTHORITY FOR AGAINST ABSTAIN
1. Election [ ] [ ] Nominees Barrie Harding 2. Proposal to
of Peter G. Uttley approve the [ ] [ ] [ ]
Directors David Sachman amendment to
Prof. Gerda Elsen the Company's
For, except vote withheld for the following Peter Balchin Articles of
nominees: Albert Delpy Incorporation.
___________________________________________
3. Proposal to
ratify the [ ] [ ] [ ]
Appointment of
Stirtz Bernards
Boyden Surdel
& Larter as the
Independent
Auditors for
the Company.
4. In their
discretion, [ ] [ ] [ ]
the Proxies are
authorized to
vote upon such
other business
as may properly
come before the
meeting.
</TABLE>
(CONTINUED ON OTHER SIDE)
(CONTINUED FROM OTHER SIDE)
This Proxy, when properly executed, will be voted in the manner
directed on the Proxy be the undersigned stockholder. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD
LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 4.
Please sign exactly as your name appears on this card. When shares are held
by joint tenants, both should sign. If signing as attorney, guardian, executor,
administrator or trustee, please give full title as such. If a corporation,
please sign in the corporate name by the president or other authorized officer.
If a partnership, please sign in the partnership name by an authorized person.
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
Dated: _______________________, 1997
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE.
