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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
STATEMENT RE CHANGE IN MAJORITY
OF DIRECTORS PURSUANT TO RULE 14F-1
UNDER SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-2707.
STRUTHERS INDUSTRIES, INC.
(Exact name of small business issuer in its charter)
DELAWARE 73-0746455
(State or other jurisdiction of incorporation (I.R.S. Employer
organization) Identification No.)
100 WEST 5TH STREET, SUITE 601, TULSA, OKLAHOMA 74103
(Address of principal executive office)(Zip Code)
Issuer's telephone number - (918) 582-1788
Securities registered under Section 12(b) of the Exchange Act:
COMMON STOCK, $0.10 PAR VALUE
(Title of each class)
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CHANGE IN CONTROL OF THE COMPANY
On September 5, 1996, Struthers Industries, Inc. ("Struthers" or the
"Company") entered into that certain Agreement and Plan of Reorganization by and
among WINCO Corp., a Delaware corporation ("WINCO"), WINCO's wholly-owned
subsidiary, WINCOM Corp., a Delaware corporation ("WINCOM"), a wireless
communications company, and Struthers (the "Agreement"). Pursuant to the
Agreement, on September 5, 1996, WINCO acquired a total of 13 million shares of
common stock of Struthers, plus additional shares to be issued to WINCO by
Struthers as described below, in exchange for the acquisition by Struthers of
one hundred percent (100%) of the issued and outstanding shares of common stock
of WINCOM. The issuance of the 13 million shares of common stock by Struthers to
WINCO gave WINCO 52.6% ownership of Struthers, thereby giving effective control
of Struthers to WINCO at that time.
The Agreement also calls for the issuance of 125,490,856 additional
shares (53,333,613 post-reverse split) by Struthers to WINCO after certain
regulatory and Delaware corporate law requirements are met. After the
completion of the additional issuance of shares of common stock by Struthers to
WINCO, as described below, WINCO will own in excess of 90% of the issued and
outstanding common stock of Struthers, with WINCOM being a wholly-owned
subsidiary of Struthers. Struthers will be issuing the additional shares to
WINCO as soon as an amendment to Struthers' Certificate of Incorporation has
been effected, increasing Struthers' number of authorized shares of common
stock from 25 million to 98 million (post-reverse stock split). Such amendment
will also authorize a .425 for one share reverse stock split, reduce the par
value from $.10 to $.01 per share and change the name of Struthers to WINCOM,
Inc. This amendment has already been approved by the holders of a majority of
the issued and outstanding common stock of Struthers, as required under
Delaware corporate law. The Agreement also calls for the members of the Board
of Directors of Struthers to be replaced with persons designated by WINCO ten
days after the filing of this Statement with the SEC and its distribution to
the stockholders of Struthers. The stockholders of Struthers will be receiving
an Information Statement on SEC Form 14C describing the above transaction with
WINCO and WINCOM and the changes necessitated by such transaction to Struthers'
Certificate of Incorporation.
DESIGNATION OF DIRECTORS
Three directors have been designated for appointment by WINCO, the
majority stockholder of the Company. The designees are Raoul L. Carroll, Sean P.
O'Keefe, and Jarius L. DeWalt, who will join G. David Gordon as directors of the
Company ten days following the filing of this Statement and the resignations of
Messrs. Morris and Wilson as directors. The directors shall serve until the next
annual meeting of stockholders of the Company. The following table sets forth
certain information with respect to both the current members of and the new
designees to the Struthers Board. Members of the Struthers Board are elected for
one year terms or until their successors are elected and qualified. None of the
current directors or the designees has any family relationship to any other
director or designee. Except as described above, there are no arrangements or
understandings between any of the following named individuals and any other
person or persons pursuant to which any of such individuals are to be elected as
directors.
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<TABLE>
<CAPTION>
Position or Office Date First
Name Age with the Company Elected
---- --- ---------------- -------
<S> <C> <C> <C>
Sean P. O'Keefe 29 President 1996
G. David Gordon 34 Secretary, Director 1991
W. Leo Morris 74 Director 1991
John D. Wilson 50 President of Rose
Color, Director 1994
</TABLE>
BUSINESS EXPERIENCE.
Business experience for the last five years and other information
relating to each current director is as follows:
G. DAVID GORDON, Secretary, served as Acting President of the Company
from May 1995 to September 5, 1996 and was elected a director of the Company in
1991. Mr. Gordon, who has served as general counsel to the Company since May 1,
1991, has been engaged in the private practice of law since 1988, and is the
Managing Partner of the law firm of Klenda, Gordon & Getchell, P.C., in Tulsa,
Oklahoma. Mr. Gordon is a member of the bar in Oklahoma specializing in
corporate acquisitions and taxation matters. He received his Bachelor of
Business Administration (Accounting) from Baylor University and his Juris Doctor
degree from the University of Tulsa. He is also a director of Reconversion
Technologies. Inc.
W. LEO MORRIS was elected a director of the Company in 1991. He has
been Senior Vice President of Boatmen's Bank, formerly Bank IV Oklahoma, N.A.,
since July 1987 and has 30 years previous experience with banks in Oklahoma City
and Tulsa.
JOHN D. WILSON has served as President of Rose Color since June 1994
and became a director of the Company in March 1996. He joined Rose Color as a
marketing consultant in August 1993. Prior to joining Rose Color, Mr. Wilson was
Vice President of Fabricolor, Inc. from 1990 to March 1991 and worked as an
independent consultant from March 1991 until August 1993. Mr. Wilson has had
over 25 years experience in the color and specialty chemical manufacturing
business.
Business experience for the last five years and other information
relating to each designee is as follows:
RAOUL L. CARROLL, 46, who has been a director of WINCO Corp. since its
inception in June 1996, has served as a director and Chief Operating Officer of
WINCOM Corp. since its inception in June 1993. In September 1996, Mr. Carroll
became Chairman and Chief Executive Officer of WINCOM Corp. From June 1995 to
the present, he has been an investment banker and financial advisor with
Christalex Partners, Inc. in Washington, D.C. From December 1992 to May 1995,
Mr. Carroll was the chief operating officer of M.R Beal & Co., a private
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investment banking firm headquartered in New York City. In addition, Mr. Carroll
also served as a director of Megrin Inc., a Delaware corporation, during 1993-94
and as President of the Government National Mortgage Association, a wholly-owned
corporation of the United States headquartered in Washington. D.C., as an
appointee of President George Bush, from June 1990 through December 1992. Mr.
Carroll is a trustee of Christian Brothers Investment Services, Inc. and The
Enterprise Foundation. He also serves as an advisor to the College of Business
Administration at St. John's University and on the Advisory Board of the
Graduate School of Business at the University of Wisconsin (WISP).
SEAN P. O'KEEFE, 29, who was appointed President of the Company on
September 5, 1996, has been a director of WINCO Corp. since its inception in
June 1996. Mr. O'Keefe is also the President and Secretary of WINCOM Corp. Mr.
O'Keefe has served in these capacities and as a director since WINCOM Corp.'s
inception in June 1993. Mr. O'Keefe also served as President of KOTO Leasing
Corporation, a Nevada Corporation, and as Acting President and a director of
Megrin Inc., a Delaware corporation, during 1993-94. Since January 1994, Mr.
O'Keefe has been a member of the Board of Directors of the American Center for
International Leadership (ACIL) at the University of Denver. From 1992 to 1993,
Mr. O'Keefe worked for De Solid Entertainment to develop an amusement park in
Santa Monica, California with virtual reality-based theaters.
JARIUS L. DEWALT, 42, who has been a director of WINCO Corp. since its
inception in June 1996, has been a director and Chief Financial Officer of
WINCOM Corp. since June 1995. From 1992 through the present, Mr. DeWalt has been
Vice President of M.R. Beal & Co., an investment banking firm headquartered in
New York City. From 1990 through the present, he has also been a partner in
DeWalt, Gish & Company, an implementation consulting firm headquartered in
Hoboken, New Jersey. Mr. DeWalt has also previously served as Assistant
Collector-Treasurer for the City of Boston.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT OF THE COMPANY
The following table sets forth, as of August 31, 1996, information
relating to the ownership of the Company's Common Stock beneficially owned by
(i) each person known to the Company to be the beneficial owner of more than 5%
of the Company's voting stock, (ii) each director, (iii) each of the Company's
five most highly compensated executive officers who were serving as executive
officers at the end of the last completed fiscal year and (iv) all executive
officers and directors as a group. Except as indicated in the footnotes to this
table, the persons named in the table have sole voting and investment power with
respect to all shares shown as beneficially owned by them, subject to community
property laws where applicable. On August 31, 1996, the Company had 11,722,467
shares of Common Stock outstanding, with the holders thereof being entitled to
one vote per share.
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14F
<TABLE>
<CAPTION>
AMOUNT AND
NAME AND ADDRESS OF NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNER CLASS
- ---------------- ---------------- -----
<S> <C> <C>
Amira Siddiqui (1) 1,187,600 10.13
55 Lenape Drive
Montville, NJ 07045
G. David Gordon (2) 148,700 1.27
610 ONEOK Plaza
100 W. 5th Street
Tulsa, OK 74103
W. Leo Morris 135,000 1.15
5875 S. Joplin
Tulsa, OK 74135
John D. Wilson 61,500 .52
35 Upton Pine Road
Lebanon, NJ 08333
All officers and directors
as a group (three persons) 345,200 2.94
</TABLE>
(1) Includes 375,000 shares owned by Mrs. Siddiqui's adult son who resides
in her household.
(2) Mr. Gordon, who was Acting President and currently is Secretary and a
director of the Company, is also a shareholder in Klenda, Gordon & Getchell.
P.C., the law firm acting as general counsel to the Company.
In addition, designated directors Raoul Carroll and Jarius DeWalt are
entitled to receive a total of 397,500 and 198,750 post-reverse split shares of
the Company, respectively, pursuant to a shareholders' agreement by and among
WINCO and former common shareholders of WINCOM.
There are no material proceedings to which any of the directors or
officers of the Company is a party adverse to the Company or has a material
interest adverse to the Company. In addition, there were no transactions during
the past two years between the Company and any of the following persons:
directors, nominees for director, officers and persons who own in excess of 5%
of the Company's common stock.
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BENEFICIAL OWNERSHIP REPORTING
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year, the Company knows of no director, officer or beneficial owner of
more than 10% of the Company Common Stock who is not in compliance with respect
to filing such reports of beneficial ownership of Company Common Stock as
required by Section 16(a) of the Exchange Act, other than Mr. Gordon and Mr.
Morris, who each omitted filing one Form 4 reporting the Company's issuance of
an option to him and his subsequent exercise of such option. Mr. Gordon and Mr.
Morris have each filed a Form 5 with the Commission that covers such
transactions.
EXECUTIVE COMPENSATION.
The following table sets forth the compensation of the Company's chief
executive officer and each officer whose total cash compensation exceeded
$100,000 for the three fiscal years ended December 31, 1995. The Company has no
current long term compensation plans.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
NAME AND -------------------
PRINCIPAL POSITION YEAR SALARY BONUS OTHER
- ------------------ ---- ------ ----- -----
<S> <C> <C> <C> <C>
G. David Gordon (1) 1995 $ 6,000 -- $306,000
Chief Executive Officer 1994 -- -- $ 85,000
(5/95 to 9/96) and 1993 -- $ 88,800 $ 74,000
director
R. Michael Still (2) 1995 $ 28,000 -- $100,000
Chief Executive Officer 1994 $ 56,000 -- --
5-94 to 4/95) and director
to 4/95 1993 N/A -- --
John C. Edwards (3) 1995 N/A -- --
Chief Executive Officer 1994 $100,000 -- $ 99,720
(9-84 to 5/91 and 1/92 to 1993 $ 79,078 $111,000 $222,264
4/94) director to 9/94
John D. Wilson 1995 $125,400 $ 3,300 --
President of Rose Color 1994 $ 73,150 $ 2,800 --
(6/94 to present), director 1993 N/A -- --
</TABLE>
(1) Salary in 1995 includes the amount paid to Mr. Gordon in compensation
for his expanded duties as chief executive in the form of additional
director's fees. The amount of $88,800 included in 1993 as a bonus is
the realized compensation recognized by Mr. Gordon as
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a result of an option granted to Mr. Gordon at an amount below the then
market value of the Company's common stock in January 1993. Other
compensation represents legal fees and expenses billed to the Company
by Klenda, Gordon & Getchell, P.C., for whom Mr. Gordon is Managing
Partner, for each respective year.
(2) Other includes $100,000 payment made to Mr. Still in May 1995 pursuant
to a settlement agreement.
(3) Mr. Edwards would have been owed $150,133 for compensation though April
1996 based upon his compensation agreement. The Company settled this
obligation in full through the payment of $99,720 in January 1995,
which was accrued in December 1994. The amount of $222,264 of other
compensation in 1993 reflects the difference between the exercise price
of stock options granted to Mr. Edwards and the fair market value of
the Company Common Stock on the date of exercise.
The Company makes available certain non-monetary benefits to its
executive officers with a view to acquiring and retaining qualified personnel
and facilitating job performance. The Company considers such benefits to be
ordinary and incidental business costs and expenses. The value of such benefits
did not exceed, in the case of any named individual, 10% of the cash
compensation of such individual or, in the case of the group, 10% of the cash
compensation for the group.
Incentive Stock Option Plan. On May 2, 1991, the Company adopted an
Incentive Stock Option Plan created pursuant to Section 422A of the Internal
Revenue Code and reserved 500,000 common shares for issuance under the Plan. A
total of 298,000 options have been granted and exercised. As of December 31,
1995, there were 202,000 common shares reserved for issuance under the plan.
Nonstatutory Stock Option Plans. During May 1995, the Company adopted a
nonstatutory stock option plan which reserved 2,500,000 common shares for
issuance under this Plan. During 1995, options to acquire 2,335,000 shares were
granted and exercised. The persons to whom options were granted in 1995 were
officers, directors, employees and consultants to the Company. Such consultants
provided investment banking and other business advice to the Company primarily
in connection with the original Merger Agreement. No additional options can be
granted under the plan after December 31, 1996.
INDIVIDUAL OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Options/ % of Total Options/
SAR's SAR's Granted Exercise Market Price
Granted to Employees Price on Date of Expiration
(number) in Fiscal Year (%/Sh) Grant ($/Sh) Date
------- -------------- ------ ------------ ----
<S> <C> <C> <C> <C> <C>
G. David Gordon 100,000 22.99% $0.75 $0.56 May-96
John D. Wilson 100,000 22.99% $0.75 $0.75 May-96
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C>
W. Leo Morris 100,000 22.99% $0.75 $0.75 May-96
W. Leo Morris 20,000 4.60% $1.75 $1.75 May-96
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
Value of
Shares Number of Unexercised
Acquired Unexercised In-the-Money
on Value Options/SARs Options/SARs
Exercise Realized at FY-End at Fy-End
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
G. David Gordon 100,000 -- -- --
John D. Wilson 100,000 -- -- --
W. Leo Morris 120,000 -- -- --
</TABLE>
Option grants of 100,000 shares each were exercised by the three
current directors during 1995. The exercise price of $75,000 due from Mr. Gordon
was unpaid as of August 31, 1996. The payment is currently due and bears no
interest. Directors of the Company receive fees in the amount of $200 for
attending meetings as directors.
BOARD MEETINGS AND COMMITTEES
The Struthers Board held one meeting during the fiscal year ended
December 31, 1995. All other action taken by the Struthers Board was consented
to in writing by a memorandum of action in lieu of a meeting, to which all
incumbent directors subscribed. All of the incumbent directors attended the
meeting of the Struthers Board.
The Struthers Board has a Compensation Committee which was established
in May 1991. There is no nominating or audit committee or committee performing
the functions of a nominating or audit committee.
The Compensation Committee currently consists of directors W. Leo
Morris and G. David Gordon. The composition of this Committee following the
resignation of Mr. Morris from the Struthers Board has yet to be determined.
This committee advises the Struthers Board with respect to the election or
appointment of executive officers and makes recommendations to the Struthers
Board concerning compensation of executive officers and awards to executive
officers and others under employee incentive plans. The Compensation Committee
held no meetings during fiscal 1995 in addition to the meeting held in
conjunction with the meeting of the Struthers Board during the fiscal year. All
other actions taken by the Compensation Committee were consented to in writing
by both members of the Committee in a memorandum of action in lieu of a meeting.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STRUTHERS INDUSTRIES INC.
By: /s/ Sean P. O'Keefe
--------------------
Sean P. O'Keefe
Date: September 20, 1996
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