R.H. PHILLIPS, INC.
26836 County Road 12A
Esparto, California 95627
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
The 1996 Annual Meeting of Shareholders of R.H. Phillips, Inc.
will be held on Thursday, October 17, 1996 at 10:00am Pacific Time
at the R.H. Phillips Winery, located at 26836 County Road 12A,
Esparto, California, for the following purposes:
1. To elect the Board of Directors, with the following
persons to be presented at the meeting by the current
Board of Directors for election: John E. Giguiere, Karl
E. Giguiere, Lane C. Giguiere, R. Ken Coit and Victor L.
Motto;
2. To approve the appointment of KPMG Peat Marwick LLP as
the independent auditors of R.H. Phillips, Inc.; and
3. To take action upon any other matters that may properly
come before the meeting and any adjournments thereof.
The foregoing proposals are more fully described in the
accompanying Proxy Statement to which your attention is invited.
In accordance with the Bylaws and the action of the Board of
Directors, only shareholders of record at the close of business on
August 29, 1996 are entitled to notice of and to vote at the
meeting.
By Order of the Board of
Directors
Robert T. Moore,
Secretary
September 20, 1996
R.H. PHILLIPS, INC.
26836 County Road 12A
Esparto, California 95627
PROXY STATEMENT
For the Annual Meeting of Shareholders
to be held on Thursday, October 17, 1996
This Proxy Statement and the accompanying proxy are furnished
to the shareholders of R.H. Phillips, Inc. (the "Company") in
connection with the solicitation of proxies by the Board of
Directors for use at the 1996 Annual Meeting of Shareholders (the
"Annual Meeting"). The Annual Meeting will be held on Thursday,
October 17, 1996, beginning at 10:00am at the Company's
headquarters, located at 26836 County Road 12A, Esparto,
California, and at any postponements or adjournments of the Annual
Meeting. The Annual and Interim Report of the Company for the year
ended December 31, 1995 and the six month period ended June 30,
1996, the Notice of Annual Meeting, this Proxy Statement and the
enclosed proxy were initially mailed to the shareholders on or
about September 20, 1996. The enclosed proxy is being solicited by
the Board of Directors of the Company.
The Company is paying all costs of preparing, assembling and
mailing this Proxy Statement. The Company has made arrangements to
forward copies of proxy materials to brokerage houses, custodians,
nominees and fiduciaries for forwarding of proxy soliciting
material to the beneficial owners of the Common Stock of the
Company at the Company's expense. In addition to the solicitation
of proxies by mail, some of the officers, directors and regular
employees of the Company may without additional compensation
solicit proxies by telephone or personal interview. The Company
will bear the costs of these solicitations.
Voting and Revocability of Proxies
Shareholders are encouraged to complete the enclosed proxy and
return it to the Company as soon as possible. Any person who
completes the enclosed proxy may revoke it at any time prior to its
exercise by delivering to the Secretary of the Company either a
signed statement revoking the proxy or a properly executed proxy
bearing a later date. A shareholder may also revoke a proxy by
attending the Annual Meeting and voting his or her shares
personally. Proxies that have been properly dated, signed and
returned will be voted in accordance with the instructions given by
the shareholder. If a proxy is signed and returned but no voting
instructions are given, each valid proxy will be voted in the
election of directors FOR those nominees presented by the Board of
Directors and FOR approval of KPMG Peat Marwick LLP as the
independent auditors of the Company. Should any other business
properly come before the Annual Meeting, the person or persons
named as the proxy shall be allowed to vote on such matter as that
person or those persons determine in his, her or their sole
discretion.
Abstentions will be counted as shares present or represented
and entitled to vote for the purposes of determining whether a
quorum exists at the Annual Meeting. Broker non-votes are deemed
to be not present for the purposes of determining whether a quorum
exists.
Shareholders of record as of the close of business on August
29, 1996 are entitled to notice of the Annual Meeting and to vote
in person or by proxy. The Common Stock of the Company (the
"Common Stock") is the only class of outstanding securities
entitled to vote at the Annual Meeting. As of the close of
business on August 29, 1996, there were 5,919,690 shares of Common
Stock outstanding and entitled to vote. The presence of a majority
of the outstanding shares of Common Stock, either in person or by
proxy, will constitute a quorum at the Annual Meeting.
PROPOSAL NUMBER 1
ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of Directors shall
consist of between four and seven members, with the exact number of
directors between four and seven to be determined by the Board of
Directors. The Board of Directors has set the number of directors
at five, and there are currently five members of the Board of
Directors.
Persons may be nominated for election to the Board of
Directors by the shareholders upon the making of a proper motion at
the Annual Meeting.
Five directors are to be elected at the Annual Meeting to
serve until the following annual meeting of shareholders. The
Board of Directors will present at the Annual Meeting for election
and recommends a vote FOR the following nominees: John E.
Giguiere, Karl E. Giguiere, Lane C. Giguiere, R. Ken Coit and
Victor L. Motto. Each nominee was recommended unanimously by the
Board of Directors for presentation to the shareholders for
election at the Annual Meeting. Each nominee is currently a member
of the Board of Directors.
Persons receiving a plurality of the votes cast at the Annual
Meeting will be elected to the Board of Directors. A "plurality"
means that the individuals who receive the largest number of votes
cast are elected as directors up to the maximum number of directors
to be chosen. Votes against any candidate and any shares not voted
(such as by abstention or broker non-votes) will have no impact on
the election of directors. All proxies will be voted FOR the
election of each of these nominees unless authority to vote for the
election of any nominee or nominees is withheld by the shareholder
giving the proxy. If any nominee should unexpectedly decline or be
unable to act as a director, the proxies may be voted for a
substitute nominee to be designated by the Board of Directors. The
Board of Directors does not believe that any nominee will decline
to serve.
Shareholders are entitled to one vote for each share held;
however, in the election of directors, each shareholder has
cumulative voting rights if those rights are properly exercised at
the Annual Meeting. If a shareholder wishes to vote shares
cumulatively, that shareholder is entitled to as many votes as the
number of shares held multiplied by the number of directors to be
elected. Under cumulative voting, each shareholder may cast all of
his or her votes for a single candidate or distribute those votes
among any or all candidates he or she chooses. No shareholder will
be entitled to cumulate votes for any candidate unless that
candidate's name has been placed in nomination prior to the voting
and the shareholder has given notice at the Annual Meeting of an
intention to cumulate votes. If any shareholder has given such a
notice, all shareholders may cumulate their votes for candidates
who have been nominated. Shareholders will be given an opportunity
to announce their intention to cumulate their votes prior to
voting. Proxy holders are given discretionary authority to
cumulate votes on shares for which they hold a proxy. Shareholders
who do not wish to cumulate their votes in elections of directors
will be entitled to cast one vote per share held for any candidate.
Background information with respect to the five nominees for
election to the Board of Directors is set forth below.
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
John E. Giguiere. John Giguiere is the Co-President, Co-Chief
Executive Officer and Chairman of the Board of Directors of the
Company, in which capacities he has served since the Company was
incorporated in 1994. Prior to that time, Mr. Giguiere was Co-President
of R.H. Phillips Partners, a limited partnership that
operated the R.H. Phillips vineyard and winery business prior to
its merger into the Company, from 1989 until 1994. Raised on the
Giguiere family farm where the R.H. Phillips winery is located,
John Giguiere has spent his entire professional life in
agribusiness. Together with his brother Karl, John Giguiere
founded the R.H. Phillips vineyard and winery business in 1981.
John Giguiere is the President of The R.H. Phillips Vineyard, Inc.,
the second largest shareholder of the Company, and he has managed
the sales and marketing aspects of R.H. Phillips since 1983. John
Giguiere attended Willamette University in Salem, Oregon and
California State University at San Jose. He is 44 years old.
Karl E. Giguiere. Karl Giguiere is the Co-President, Co-Chief
Executive Officer and Vice-Chairman of the Board of Directors of
the Company, in which capacities he has served since 1994. Karl
Giguiere was the Co-President of R.H. Phillips Partners from 1989
through 1994. Karl Giguiere was also raised on the Giguiere family
farm and has spent his entire career in agribusiness. He has
managed the farming and vineyard operations of R.H. Phillips since
it was founded in 1981. Karl Giguiere is the President of RHP
Vineyards, Inc., the largest shareholder of the Company. Karl
Giguiere graduated from California State Polytechnic University
with a B.A. in Agribusiness. He is 50 years old.
Lane C. Giguiere. Ms. Giguiere has served on the Board of
Directors and has been Vice-President, Sales Administration of the
Company since its incorporation in 1994. She was Sales
Administration Manager of R.H. Phillips Partners beginning in 1989
and has managed sales of the R.H. Phillips vineyard and winery
business since 1983. Ms. Giguiere attended California State
University at San Jose and California State University at Chico.
Ms. Giguiere is 42 years old.
R. Ken Coit. Mr. Coit was elected a director of the Company
soon after its incorporation in 1994 and served on the limited
partners' Advisory Committee of R.H. Phillips Partners from 1989
through 1994. Mr. Coit is the owner of Coit Financial Group, a
firm which specializes in real estate investments. Mr. Coit is
also a licensed broker-dealer affiliated with Sequoia Equity
Securities Corporation of Walnut Creek, California and is a
registered representative of American Investors Company of Hayward,
California. Mr. Coit received an M.B.A. from Pepperdine University
and a B.S. in Pharmacy from the University of Arizona. Mr. Coit is
53 years old.
Victor L. Motto. Mr. Motto was elected to the Board of
Directors in June, 1996. Mr. Motto is a founding partner of Motto,
Kryla & Fischer, an accounting and business consulting firm devoted
exclusively to the wine industry. Mr. Motto is also partner of MKF
Systems, a wine industry computer systems business. Mr. Motto
serves as a director of the American Wine Alliance for Research and
Education, as financial advisor to the board of directors of the
Napa Valley Vintners Association and as an advisor to the
California Senate Select Committee on the Wine Industry. Mr. Motto
also teaches university courses and is a frequent lecturer on wine
industry issues. Mr. Motto is a frequent contributor to Wine
Business Update, a quarterly newsletter published by Motto, Kryla
& Fisher, as well as to various other wine industry publications.
Mr. Motto is a Certified Public Accountant and has received a B.A.
in Business from the University of South Florida. Mr. Motto is 57
years old.
Directors are elected at annual meetings of the shareholders
to terms which extend until the following annual meeting. Officers
are appointed by, and serve at the discretion of, the Board of
Directors.
The Board of Directors met four times in 1995 and has met four
times in 1996 as of the date of this Proxy Statement. Each
director has attended at least 75% of all meetings of the Board of
Directors during such period as that director has been a member of
the Board of Directors.
Mr. Motto received a retainer of $5,000 for agreeing to serve
on the Board of Directors and receives a fee of $1,000 for each
Board of Directors meeting he attends. He is also to receive an
option to purchase up to 20,000 shares of Common Stock at a price
equal to the fair market value of the Company's Common Stock,
subject to approval of a final stock option agreement by Mr. Motto
and the Board of Directors. No other members of the Board of
Directors are currently compensated for attending meetings of the
Board of Directors or Board Committees.
There are no agreements between the Company and any of its
officers or directors which concern changes of control of the
Company; however, under the terms of the Company's agreements with
three of its major creditors, all principal and interest owing to
those creditors shall be due and payable, at the creditors' option,
if any person or group other than John or Karl Giguiere or their
immediate families control a majority of the Board of Directors.
This provision will be eliminated if and when the Company enters
into employment agreements with John and Karl Giguiere which
obligate them to remain employed by the Company for at least five
years.
Board Committees, Meetings
The Board of Directors has an Audit Committee, a Compensation
Committee and a Stock Option Committee. The members of the
committees are selected by the full Board of Directors and serve
until they are replaced by the Board of Directors or until their
earlier resignation or removal from such committee or the Board of
Directors.
Audit Committee. The Board of Directors created the Audit
Committee in May, 1996. The Audit Committee is to review the
financial results of the Company with the Company's outside
auditors and to discuss with the outside auditors the scope of the
annual audit and the other services the Company's outside auditors
are to perform. The members of the Audit Committee are John
Giguiere, Victor Motto and R. Ken Coit. The Audit Committee has
held no meetings to date.
Compensation Committee. The Compensation Committee was
created in May, 1996 at the same time as the Audit Committee. The
Compensation Committee is to make recommendations concerning
salaries and incentive compensation for the Company's officers and
employees. The members of the Compensation Committee are John
Giguiere, Victor Motto and R. Ken Coit. The Compensation Committee
has held no meetings to date.
Stock Option Committee. The Stock Option Committee was formed
in July, 1995 to administer the Company's 1995 Stock Option Plan.
The Stock Option Committee consists of R. Ken Coit and Victor
Motto. The Stock Option Committee met four times in 1995 and has
not met in 1996 to date.
Transactions Concerning Board of Directors
R.H. Phillips Partners, the predecessor to the Company and
former owner of the R.H. Phillips vineyard and winery business,
made a cash distribution of $220,000 to The R.H. Phillips Vineyard,
Inc. and RHP Vineyards, Inc. in April, 1994, to enable those
companies to pay a portion of their income tax incurred as a
result of taxable income generated by R.H. Phillips Partners for the years
1990-1993. John and Karl Giguiere are majority owners and
executive officers of RHP Vineyards, Inc., and The R.H. Phillips
Vineyard, Inc.
John and Lane Giguiere held a promissory note in the principal
amount of $57,000 payable by the Company. The note was granted to
reimburse Mr. and Mrs. Giguiere for expenses they incurred in
repairing and renovating the farm house located on the Company's
property. The Company repaid the note on March 31, 1995.
Mr. Coit received commission payments for his services in
connection with the issuance of the Company's convertible
promissory notes in 1994, the Company's initial public offering in
early 1995 and the Company second public offering of Common Stock,
completed in July, 1996. The Company paid Sequoia Equity
Securities Corporation ("Sequoia") a commission of 8% of the face
value of the notes issued in connection with Sequoia's assistance
in the issuance of $1,500,000 in convertible promissory notes of
the Company. Mr. Coit, who is a registered representative of
Sequoia, substantially assisted the Company in connection with the
exchange and received a commission from Sequoia. The total payment
to Sequoia in connection with the notes was $119,600, approximately
95% of which was paid by Sequoia to Mr. Coit. Mr. Coit also
received commissions in connection with the Company's initial and
second public offerings on terms similar to those granted to other
participating broker-dealers in the offerings. The commissions
were payable by Capitol Bay Securities, the underwriter of the
initial public offering, and Van Kasper & Company, the underwriter
of the second public offering.
The Company is the holder of a promissory note payable by RHP
Vineyards, Inc. The note evidences a loan to that corporation by
R.H. Phillips Partners and the assumption in 1993 of payment
obligations of certain persons to R.H. Phillips Partners. The
amount payable under the note as of December 31, 1995 was $192,340.
Unpaid amounts under the note bear interest at a rate of 7% per
annum. The note and other obligations are payable in full on June
30, 1999.
The Board of Directors has adopted a policy pursuant to which
all future material transactions and loans with affiliated parties
will be made or entered into on terms no less favorable than those
that can be obtained from unaffiliated third parties. All future
material affiliated transactions and loans, and any forgiveness
thereof, must be approved by a majority of independent outside
members of the Board of Directors who do not have an interest in
the transaction.
Relationships Between Directors and Executive Officers
John and Karl Giguiere are brothers. John and Lane Giguiere
are husband and wife. There are no other familial relationships
between the directors and executive officers of the Company.
Reports under Section 16(a) of the Exchange Act
Based on its review of all filings on Form 3, 4 and 5 the
Company received from its directors, executive officers and
principal shareholders, the Company is unaware of any such person
who was required to file any of these forms pursuant to Section 16
of the Securities Exchange Act of 1934 who did not do so in a
timely manner.
VOTING SECURITIES OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding
the number of shares of the voting securities which each director,
each nominee for election to the Board of Directors the percentage
of shares which the executive officers and directors owned as a
group as of July 31, 1996.
<TABLE>
<CAPTION>
Director Number of Shares Percent of
Name(1) Since Address Beneficially Owned Class
<S> <C> <C> <C> <C>
John E. Giguiere(2)(3) 1994 26836 County Road 12A 1,618,324 27.2
Esparto, CA 95627
Karl E. Giguiere(2)(4) 1994 26836 County Road 12A 1,600,306 26.9
Esparto, CA 95627
Lane C. Giguiere(2)(5) 1994 26836 County Road 12A 1,614,919 27.1
Esparto, CA 95627
R. Ken Coit(6) 1994 1655 N. Main Street 300,322 5.1
Suite 270
Walnut Creek, CA 94596
Victor L. Motto 1996 899 Adams Street 0 0.0
St. Helena, CA 94574
All Executive Officers and Directors(7) 1,984,022 33.1
</TABLE>
(1) This table is based upon information supplied by officers,
directors and principal shareholders and Schedules 13D and 13G
filed with the Securities and Exchange Commission (the
"Commission"). Unless otherwise indicated in the footnotes to
this table and subject to community property laws where
applicable, the Company believes that each of the shareholders
named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned.
Percentages are based on 5,919,690 shares of Common Stock
outstanding on August 29, 1996, adjusted as required by the
rules of the Commission.
(2) Includes 865,773 shares of Common Stock owned by RHP Vineyards
and 714,103 shares of Common Stock owned by R.H. Phillips
Vineyard. John and Karl Giguiere each own 33.33% of the
outstanding stock of RHP Vineyards, Inc., constitute two of
the three members of the Board of Directors, and are the
Secretary and President, respectively, of that corporation.
John and Karl Giguiere also own a majority of the outstanding
shares of R.H. Phillips Vineyard, constitute two of the three
members of the Board of Directors and serve as the President
and Secretary, respectively, of that corporation. Because
they share majority ownership of the stock of those
corporations and constitute a majority of those corporation's
directors, John and Karl Giguiere may be deemed beneficial
owners of the shares held by those two corporations.
(3) Also includes 16,552 shares held as joint tenants with Lane
Giguiere, a warrant to purchase 8,276 shares which he holds as
joint tenants with Lane Giguiere, and 13,620 shares subject to
that portion of a stock option which is exercisable within 60
days of the date of this Proxy Statement.
(4) Also includes 20,430 shares subject to that portion of a stock
option which is exercisable within 60 days of the date of this
Proxy Statement.
(5) Also includes 16,552 shares held as joint tenants with John
Giguiere, a warrant to purchase 8,276 shares which she holds
as joint tenants with John Giguiere, and 10,215 shares subject
to that portion of a stock option exercisable within 60 days
of the date of this Proxy Statement.
(6) Mr. Coit holds 252,527 shares as a joint tenant with Donna
Coit, his wife, and 47,688 shares are held individually by Mr.
Coit.
(7) Includes shares purchasable upon exercise of stock options
within 60 days of the date of this Proxy Statement.
The following table sets forth information with respect to
persons, in addition to those listed above, who are known by the
Company to own 5% or more of the Common Stock as of August 29,
1996:
<TABLE>
<CAPTION>
Name and Address of Shareholder Amount and Nature of Percent of Class
Beneficial Owner
<S> <C> <C>
RHP Vineyards, Inc.
26836 County Road 12A
Esparto, CA 95627 (1) 865,773 14.6
The R.H. Phillips Vineyard, Inc.
26836 County Road 12A
Esparto, CA 95627 (1) 714,103 12.1
</TABLE>
(1) John and Karl Giguiere own a majority of the outstanding
shares of RHP Vineyards, Inc. and The R.H. Phillips Vineyard,
Inc. and constitute a majority of those corporations' boards
of directors. See footnote 1 of the previous table for
further information regarding these corporations.
On March 27, 1996, the Company granted warrants to John
Hancock Mutual Life Insurance Company ("Hancock") to purchase
shares of the Company's Common Stock. The warrants were issued in
connection with the sale of 500,000 shares of the Company's 12%
Senior Redeemable Preferred Stock for a purchase price of
$5,000,000. The warrants allow Hancock to purchase up to 1,381,321
shares of Common Stock at a price of $3.90 per share. The warrants
are exercisable beginning on March 27, 1997. If the warrants were
presently exercisable, the shares purchasable thereunder would
constitute 18.9% of the outstanding Common Stock as of August 29,
1996.
EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following is a summary of all compensation paid for
services rendered to R.H. Phillips during 1993, 1994 and 1995 by
John and Karl Giguiere, the Company's current Co-Chief Executive
Officers (the "Named Executive Officers"). No employee or officer
received a salary and bonus in excess of $100,000 in 1995.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term Compensation
Annual Compensation Awards
Restricted Securities
Name and Other Annual Stock Underlying
Principal Position Year Salary($) Bonus($)Compensation($) Awards(#) Options(#)
<S> <C> <C> <C> <C> <C> <C>
John Giguiere, Co- 1995 80,625 662 20,000(1) 0 54,480
President, Co-Chief
Executive Officer 1994 87,394 16,258 20,000(1) 0 0
1993 75,000 1,345 20,000(1) 0 0
Karl Giguiere, Co- 1995 80,625 662 0 0 81,720
President, Co-Chief
Executive Officer 1994 87,394 16,258 0 0 0
1993 75,000 1,345 0 0 0
</TABLE>
(1) The amounts listed under "Other Compensation" consist of a
$500 per month automobile allowance for John Giguiere and the
fair rental value of the farm house located at the R.H.
Phillips' winery where John and Lane Giguiere reside on a rent
free basis. The Company estimates that the fair rental value
of the housing is approximately $14,000 per year.
The following table contains information concerning the grant
of stock options made during 1995 to each Named Executive Officer.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Number of
Securities % of Total
Underlying Options Granted
Options To Employees in Exercise or Base
Name Granted(#) Fiscal Year Price($/Sh) Expiration Date
<S> <C> <C> <C> <C>
John Giguiere(1) 54,480 12.12% $4.125 07/11/05
Karl Giguiere(1) 81,720 18.18% $4.125 07/11/05
</TABLE>
(1) The stock options were granted on July 11, 1995. The options
vest annually at a rate of 25% per year, calculated beginning
as of the date of grant, and will be exercisable as to the
full number of shares granted to each recipient on July 11,
1999, provided that the recipient remains employed by the
Company during this period.
The following table provides information with respect to the Named
Executive Officers concerning unexercised options held as of December 31,
1995.
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal year and FY-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End At FY-End(1)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized Unexercisable Unexercisable
<S> <C> <C> <C> <C>
John Giguiere - - 0 $0.00(2)
54,480
Karl Giguiere - - 0 $0.00(2)
81,720
</TABLE>
(1) Based upon the closing price of the Common Stock on December
31, 1995, as reported by the Nasdaq SmallCap Market ($3.75 per
share).
(2) The closing price of the Common Stock on December 31, 1995 was
below the exercise price per share. Consequently, the value
of the options is listed above as $0.00.
PROPOSAL NUMBER 2
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP ("KPMG
Peat Marwick") as the independent auditors for the Company for the fiscal
year ending December 31, 1996.
The accounting firm of Deloitte & Touche LLP ("Deloitte & Touche")
served as the Company's independent auditors for the year ended December 31,
1994. On August 1, 1995, the Board of Directors determined to dismiss
Deloitte & Touche and to select KPMG Peat Marwick as the Company's
independent auditors for the year ended December 31, 1995. The Board of
Directors made this determination after receiving proposals from various
accounting firms, including KPMG Peat Marwick and Deloitte & Touche.
Following a review of these proposals, the Board of Directors
concluded that the change in auditors would allow the Company to
receive auditing and tax services
on a more cost effective basis.
The report of Deloitte & Touche for the year ended December 31, 1994
did not contain any adverse opinion or disclaimer of opinion and were not
modified as to any uncertainty, audit scope or accounting principles.
There were no disagreements with Deloitte & Touche on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Deloitte &
Touche's satisfaction, would have caused it to make reference
to the subject matter of the disagreement in connection with its reports.
It is not anticipated that representatives of KPMG Peat Marwick or
Deloitte & Touche will be present at the Annual Meeting. If
representatives are present, they will be provided an opportunity to
make a statement should they wish to do so and to respond to appropriate
questions.
The Board of Directors recommends a vote "FOR" approval of KPMG Peat
Marwick as the Company's independent auditors for the fiscal year ending
December 31, 1996.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR
1997 ANNUAL MEETING OF SHAREHOLDERS
The 1997 Annual Meeting of Shareholders has been scheduled to take
place on May 15, 1997. Shareholder proposals for presentation at that
meeting must be received by the Company by no later than January 16, 1997.
OTHER BUSINESS
It is not intended that any business other than that set forth in the
Notice of Annual Meeting and more specifically described in this Proxy
Statement will be brought before the Annual Meeting.
If any other business should properly come before the Annual Meeting,
it is the intention of the persons named in the enclosed form of proxy
to vote in accordance with their best judgment on that business or any
matters dealing with the conduct of the Annual Meeting pursuant to the
discretionary authority granted in the proxy.
By Order of the Board of
Directors,
Robert T. Moore,
Secretary
September 20, 1996
Upon written request of any person whose proxy is being solicited
hereby, the Company will provide without charge a copy of the
Company's Annual Report on Form 10-K for the year ended December
31, 1995, which was filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, including the
financial statements and schedules thereto, but without exhibits.
All such requests may be directed to: Robert T. Moore, Secretary,
R.H. Phillips, Inc., 26836 County Road 12A, Esparto, California
95627.
R.H. PHILLIPS, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned holder(s) of the stock of R.H.
Phillips, Inc. (the "Corporation") hereby acknowledge(s)
receipt of the Notice of Annual Meeting of Shareholders
of the Corporation, dated September 20, 1996, and a Proxy
Statement of the Board of Directors of the same date.
The undersigned hereby appoint(s) John E. Giguiere and
Karl E. Giguiere, and each of them, with full power of
substitution, as proxies to appear and vote all of the
shares of the Common Stock of the Corporation standing in
the name of the undersigned which the undersigned could
vote if personally present and acting at the 1996 Annual
Meeting of Shareholders of the Corporation, to be held at
The R.H. Phillips Winery, 26836 County Road 12A, Esparto,
California at 10:00am Pacific Time on October 17, 1996,
and at any adjournments thereof, upon the following items
as set forth in the Notice of Annual Meeting and Proxy
Statement, and to vote according to their discretion on
all other matters which may be properly presented for
action at that meeting and at any adjournments thereof,
including but not limited to all matters related to the
conduct of the meeting. The above-named proxy holders
are granted discretionary authority to cumulate votes in
the election of directors among those nominees for whom
the undersigned has(have) granted the authority to vote.
1. To elect as directors the nominees set
forth below. FOR all nominees listed below (except as
marked to the contrary below).
WITHHOLD AUTHORITY to vote for all of the
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:
JOHN E. GIGUIERE, KARL E. GIGUIERE, LANE C. GIGUIERE,
R. KEN COIT, VICTOR L. MOTTO.
2. To approve KPMG Peat Marwick LLP as the
independent auditors of the Corporation. FOR AGAINST
ABSTAIN
By executing this proxy, I(we) hereby revoke all previous
proxies with regard to any matter to be voted upon at the
Annual Meeting.
Date: _______________________, 1996
Signature of Shareholder
Signature of Joint Shareholder
INSTRUCTIONS
Please date and sign exactly as your name(s)
appear(s) above. When signing as attorney, executor,
administrator, trustee or guardian or as an officer of a
corporation, partnership or other business entity, please
give your full title. If there is more than one trustee,
all should sign. All joint owners should sign.
If you plan to attend the meeting, please so
indicate in the appropriate box.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE
PERSONS NOMINATED BY THE BOARD OF DIRECTORS AND FOR
APPROVAL OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT
AUDITORS OF THE CORPORATION. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE PERSONS
NOMINATED BY THE BOARD OF DIRECTORS AND FOR APPROVAL OF
KPMG PEAT MARWICK LLP AS THE INDEPENDENT AUDITORS OF THE
CORPORATION.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by 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 Materials Pursuant to #240.14a-11(c) or #240.14a-12
R.H. PHILLIPS, INC.
(Name of Registrant as Specified In Its Charter)
Board of Directors -- R.H. Phillips, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $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 transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: _/
4) Proposed maximum aggregate value of transaction:
_/ 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:
4) Date Filed:
