SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(AMENDMENT NO. )
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Rule 14a-6(e)(2))
[ ][X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
BALTIC INTERNATIONAL USA, INC.
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(Name of Registrant as Specified in its Charter)
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BALTIC INTERNATIONAL USA, INC.
1990 Post Oak Boulevard, Suite 1630
Houston, Texas 77056-3813
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 12, 199722, 1998
Notice is hereby given that the 19971998 Annual Meeting of Shareholders of
Baltic International USA, Inc. ("Company") will be held at the University
Club, Library Room, 5051 Westheimer, Post Oak Tower, Suite 355, Houston, Texas
at 9:0030 a.m. on September 12, 199722, 1998 for the following purposes:
1. To elect ninethree Class I directors;
2. To approve and ratify amendments to the Articles of Incorporation;
3. To ratify the selection of Arthur Andersen LLP as independent
auditors of the Company for the fiscal year ending December 31, 1997;
4. To approve and ratify an amendment to the 1992 Equity Incentive Plan; and
5.1998;
3. To transact such other business as may properly come before the
meeting.
Common shareholders of record at the close of business on August 12,
199721,
1998 will be entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
/s/ DAVID A. GROSSMAN
David A. Grossman, Corporate Secretary
August 18, 199728, 1998
BALTIC INTERNATIONAL USA, INC.
1990 Post Oak Boulevard, Suite 1630
Houston, Texas 77056-3813
(Principal Executive Office)
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
INTRODUCTION
This Proxy Statement is being furnished to shareholders in connection
with the solicitation of proxies by the Board of Directors of Baltic
International USA, Inc. ("Company") for use at the 19971998 Annual Meeting of
Shareholders of the Company ("Meeting") to be held at the University Club,
Library Room, 5051 Westheimer, Post Oak Tower, Suite 355, Houston, Texas at
9:0030 a.m. on September 12, 1997,22, 1998, and at any adjournments thereof, for the
purpose of considering and voting upon the matters set forth in the
accompanying Notice of Annual Meeting of Shareholders. This Proxy Statement
and the accompanying form of proxy are first being mailed to shareholders on
or about August 18, 1997.28, 1998.
The close of business on August 12, 1997,21, 1998, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote
at the Meeting and any adjournment thereof. As of the record date, there were
9,615,27015,586,785 shares of the Company's common stock, par value $.01 per share
("Common Stock"), issued and outstanding.
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock entitled to vote on the record date is necessary to
constitute a quorum at the Meeting. Abstentions and broker non-votes will be
counted towards a quorum. If a quorum is not present or represented at the
Meeting, the shareholders present at the meeting or represented by proxy, have
the power to adjourn the Meeting from time to time, without notice other than
an announcement at the Meeting, until a quorum is present or represented. At
any such adjourned Meeting at which a quorum is present or represented, any
business may be transacted that might have been transacted at the original
Meeting.
With respect to the election of directors, votes may be cast in favor or
withheld. Directors are elected by a plurality of the votes cast at the
Meeting, and votes that are withheld will be excluded entirely from the vote
and will have no effect. Shareholders may not cumulate their votes in the
election of directors. The affirmative vote of two-thirdsa majority of the shares of
Common Stock present in person or by proxy at the Meeting and entitled to vote
is required for approval of Item 2. The affirmative
vote of a majority of the shares of Common Stock present in person or by
proxy at the Meeting and entitled to vote is required for approval of
Items 3 and 4. Abstentions will have the same effect as
a vote against a proposal.
Brokers who hold shares in street name for customers are required to
vote those shares in accordance with instructions received from the beneficial
owners. In addition, brokers are entitled to vote on certain items, such as
the election of directors, the ratification of auditors and other
"discretionary items," even when they have not received instructions from
beneficial owners. Brokers are not permitted to vote for other "non-
discretionary" items without specific instructions from the beneficial owners.
Under applicable Texas law, broker non-votes will have no effect on any of the
proposals.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the Meeting in accordance with
the directions on the proxies. IF NO DIRECTION IS INDICATED, THE SHARES WILL
BE VOTED (i) TO ELECT NINE DIRECTORSTHREE CLASS I DIRECTORS; (ii) TO
APPROVE AND RATIFY THE AMENDMENTS TO THE ARTICLES OF INCORPORATION; (iii) TO RATIFY THE SELECTION OF
ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 1997; (iv) TO APPROVE1998; AND RATIFY THE AMENDMENT TO THE 1992 EQUITY INCENTIVE PLAN; AND (v)(iii) TO TRANSACT SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING. The enclosed proxy, even though executed
and returned, may be revoked at any time prior to the voting of the proxy by
one of the following methods: (a) execution and submission of a revised
proxy, (b) written notice to the Corporate Secretary of the Company, or (c)
voting in person at the Meeting.
ANNUAL REPORT
The Annual Report on Form 10-KSB covering the Company's fiscal year
ended December 31, 1996,1997, including audited financial statements, is enclosed
herewith. The Annual Report does not form any part of the material for
solicitation of proxies.
The Company will provide exhibits to its Annual Report on Form 10-
KSB,10-KSB,
upon payment of the reasonable expenses incurred by the Company in furnishing
such exhibits, upon written request to the Corporate Secretary of the Company
at 1990 Post Oak Boulevard, Suite 1630, Houston, Texas 77056-3813.
ITEM I
TO ELECT NINETHREE CLASS I DIRECTORS
Directors and Nominees
The Bylaws of the Company provide that the number of directors will be
determined by the Board of Directors. The Company's Articles of Incorporation
require that the election of directors be in three classes when the Board
consists of nine persons. The term of office of Class I directors expires at
this Annual Meeting of Shareholders to be held September 22, 1998; the term of
office of Class II directors expires at the 1999 Annual Meeting of
Shareholders (i.e., one year of the term remaining); and the term of office of
the Class III directors expires at the 2000 Annual Meeting of Shareholders
(i.e., two years of the term remaining).
The Board of Directors currently consists of nine directors. Three
nominees for Class I Directors are proposed to be elected at this Annual
Meeting to serve for a three-year term to expire at the 2001 Annual Meeting of
Shareholders and until their successors are chosen and have qualified. All of
the director nominees, except for David A. Grossman, presently serve as
directors of the Company. There is no family relationship between or among
any of the directors, director nominees and executive officers of the Company,
except for Jonas af Jochnick and Adolf af Jochnick who are brothers.
The following table sets forth with respect to each nominee named herein
and each director whose term of office will continue for a period after the
Annual Meeting: (i) the name and age of such person; and (ii) the year during
which such person first became a director of the Company.
The Bylaws of the Company provide that the number of directors will be
determined by the Board of Directors. The shareholders will elect nine
directors for the coming year and the Company's Articles of Incorporation
require that the election of directors be in three staggered classes.
Three nominees in each class are proposed to be elected at this Annual
Meeting. The Class I directors will serve, if elected, for a one-year
term to expire at the 1998 Annual Meeting of Shareholders, the Class II
directors will serve, if elected, for a two-year term to expire at the
1999 Annual Meeting of Shareholders, and the Class III directors will
serve, if elected, for a three-year term to expire at the 2000 Annual
Meeting of Shareholders and until their successors are chosen and has
qualified. All of the director nominees, except for Jonas af Jochnick and
Adolf af Jochnick, presently serve as directors of the Company. There is
no family relationship between or among any of the directors, director
nominees and executive officers of the Company, except for Jonas af
Jochnick and Adolf af Jochnick who are brothers. Unless otherwise
instructed or unless authority to vote is withheld, the enclosed proxy will be
voted for the election of the director nominees listed herein. Although the
Board of Directors of the Company does not contemplate that any of the
director nominees will be unable to serve, if such a situation arises prior to
the Meeting, the persons named in the enclosed proxy will vote for the
election of such other person(s) as may be nominated by the Board of
Directors.
Name Age Director Since
Class I - Nominees; if elected, terms expire at the third succeeding
annual meeting (2001)
Homi M. Davier 50 1991
Paul R. Gregory 57 1991
David A. Grossman 35 N/A
Class II - Nominees; if elected, terms expire at the first succeeding
annual meeting (1998)
Homi M. Davier 49 1991
Paul R. Gregory 56 1991
Morris A. Sandler 50 1995(1999)
James W. Goodchild 43 1996
Adolf af Jochnick 69 1997
Ted Reynolds 67 1993
Class IIIII - Nominees; if elected, terms expire at the second succeeding
annual meeting (1999)
James W. Goodchild 42 1996
Adolf af Jochnick 68 N/A
Ted Reynolds 66 1993
Class III - Nominees; if elected, terms expire at the third succeeding
annual meeting (2000)
Jonas af Jochnick 60 N/A61 1997
Robert L. Knauss 6667 1991
Juris Padegs 6566 1993
Mr. Knauss has served as chief executive officer since January 1994.
Mr. Knauss served as Dean of the University of Houston Law Center from
1981 through December 1993. Mr. Knauss was involved in establishing the
relationship between the University of Houston Law Foundation and the
former Soviet Union in 1991 whereby the University of Houston Law
Foundation assisted the former Soviet Union in creating the Petroleum
Legislation Project, and was involved with the government of Russia in the
development of privatization legislation. Mr. Knauss has served as a
director of Equus Investments, Inc. since 1984 and as one of the two
United States directors for the Mexico Fund since 1985. He was elected as
a director of Philip Services Corp. in 1997 following the merger of
Allwaste, Inc. and Philip Services Corp. Securities of the Mexico Fund,
Philip Services Corp. and Equus Investments, Inc. are registered under the
Securities Exchange Act of 1934 (the "Exchange Act"). Mr. Knauss is a
graduate of Harvard University and the University of Michigan Law School.
Mr. Knauss has traveled extensively to the former Soviet Union.
Mr. Knauss has served as chairman of the board of the Company since its
inception in March 1991.
Mr. Goodchild has served as chief operating officer since October
1994 and as chief financial officer of the Company since September 1993.
Mr. Goodchild served as the Company's vice president of finance and
development from July 1992 to August 1993. From August 1989 through June
1992, Mr. Goodchild attended the University of Houston where he acquired a
B.A. degree in Russian and Soviet Studies, and a B.A. degree in
International Relations. Mr. Goodchild is fluent in Russian.
Mr. Goodchild was project administrator of the Russian Petroleum
Legislation Project from July 1992 to December 1992. From 1984 to March
1989, Mr. Goodchild was employed with MCorp, formerly a Dallas-based bank
holding company, where he served as senior vice president and manager of
credit administration of MCorp's Collection Bank. Additionally,
Mr. Goodchild acquired a B.S. degree in finance from the University of
Houston in 1978.
Mr. Davier served as president of the Company since its inception in
March 1991 until August 1995. Mr. Davier has served as a director and as the
Company's managing director to Baltic International Airlines ("BIA") since
June 1991. Mr. Davier served as senior traffic assistant of Air India from
1971 to 1975, and assisted in the start-up of Gulf Air in Oman from 1975 to
1978 and in the start-up of the Middle Eastern operations of Air Bangladesh
and Sabena Belgian Airlines from 1978 to 1980. Mr. Davier has served as
chairman of the board and president of Capricorn Travel and Tours, Inc. since
April 1983. Mr. Davier is the founder and president of Capricorn Computers,
established in 1985, which developed and markets the Capri 2020, a revenue
accounting and management report system for travel agencies. Mr. Davier has
been chief executive officer of Travel Stop, a Houston-based retail travel
outlet, since 1990. Mr. Davier graduated from Hislop College in Nagpur,
India.
Dr. Gregory served as treasurer, on a part-time basis, of the Company
since its inception in March 1991 until August 1995. Dr. Gregory is the
Cullen Professor of Economics and Finance at the University of Houston where
he has been a faculty member since 1972. Dr. Gregory was involved in creating
the Petroleum Legislation Project with Russia and he served as project
coordinator of the Russian Securities Project in conjunction with the Russian
State Committee for Property Management and the various Russian stock
exchanges. Dr. Gregory serves as advisor to a number of major United States
corporations on their Russian business activities, and has been active in the
former Soviet Union for 25 years. Dr. Gregory has served as chairman of the
board of Amsovco International Consultants, Inc. since 1988. Dr. Gregory has
also served as a consultant to the World Bank. Dr. Gregory graduated from
Harvard University with a Ph.D. in economics and is fluent in Russian and
German. Dr. Gregory is the author of a text on the Soviet and Russian
economies.
Mr. Grossman has served as chief financial officer since September 1997
and as corporate secretary since December 1996. He served as comptroller of
the Company from November 1995 to September 1997. From 1985 to 1995,
Mr. Grossman was Audit Senior Manager for Deloitte & Touche LLP. Mr. Grossman
was certified as a CPA in 1986. Mr. Grossman graduated from Indiana
University in 1985 with a B.S. degree in accounting.
Mr. Goodchild has been senior credit officer of AMRESCO Builders Group,
Inc. since March 1998. He served as president of the Company from September
1997 and as chief operating officer from October 1994 until March 1998. He
served as chief financial officer of the Company from September 1993 until
September 1997. Mr. Goodchild served as the Company's vice president of
finance and development from July 1992 to August 1993. From August 1989
through June 1992, Mr. Goodchild attended the University of Houston where he
acquired a B.A. degree in Russian and Soviet Studies, and a B.A. degree in
International Relations. Mr. Goodchild is fluent in Russian. Mr. Goodchild
was project administrator of the Russian Petroleum Legislation Project from
July 1992 to December 1992. From 1984 to March 1989, Mr. Goodchild was
employed with MCorp, formerly a Dallas-based bank holding company, where he
served as senior vice president and manager of credit administration of
MCorp's Collection Bank. Additionally, Mr. Goodchild acquired a B.S. degree
in finance from the University of Houston in 1978.
Mr. Adolf af Jochnick, an American citizen, has been general counsel of
Oriflame International, S.A. since 1990. He is admitted to the Bar in New
York and Connecticut. Mr. Jochnick holds an LLB from Harvard Law School, an
MA from the University of Kansas and a BA from the University of Stockholm,
Sweden.
Mr. Reynolds has been president of Houston Grain Company since 1983 and
vice president of Mid-America Grain Commodities since 1976. He also formed
and is owner of Red River Grain Company. He is actively involved in various
international business transactions. Mr. Reynolds is a graduate of Texas
Christian University. Mr. Reynolds is also a member of the Audit Committee
and Compensation Committee.
Mr. Jonas af Jochnick, a Swedish citizen, has been chairman of the board
and chief executive officer of ORESA Ventures S.A., a venture capital company
concentrating on Eastern Europe and listed on the Stockholm stock exchange,Stock Exchange,
since January 1995. Since June 1990, he has been chairman of the board and
chief executive officer of Oriflame Eastern Europe, S.A. and vice chairman of
Oriflame International S.A. The two Oriflame companies both manufacture
cosmetic and skin care products which are marketed on a global basis.
Oriflame International is listed on the London Stock exchange.Exchange. Mr. Jochnick
holds a law degree from the University of Stockholm, Sweden and an MBA from
Harvard Business School.
Mr. Jonas af Jochnick, an American citizen,Knauss has been general counselserved as chief executive officer since January 1994.
Mr. Knauss served as Dean of Oriflame International, S.A. since 1990. He is admitted to the Bar in
New York and Connecticut. Mr. Jochnick holds an LLB from Harvard Law
School, an MA from the University of Kansas and a BAHouston Law Center from 1981
through December 1993. Mr. Knauss was involved in establishing the
relationship between the University of Stockholm, Sweden.Houston Law Foundation and the former
Soviet Union in 1991 whereby the University of Houston Law Foundation assisted
the former Soviet Union in creating the Petroleum Legislation Project, and was
involved with the government of Russia in the development of privatization
legislation. Mr. Knauss has served as a director of Equus Investments, Inc.
since 1984 and as one of the two United States directors for the Mexico Fund
since 1985. He was elected as a director of Philip Services Corp. in 1997
following the merger of Allwaste, Inc. and Philip Services Corp. and was
elected chairman of the board of Philip Services Corp. in May 1998.
Securities of the Mexico Fund, Philip Services Corp. and Equus Investments,
Inc. are registered under the Securities Exchange Act of 1934 (the "Exchange
Act"). Mr. Knauss is a graduate of Harvard University and the University of
Michigan Law School. Mr. Knauss has traveled extensively to the former Soviet
Union. Mr. Knauss has served as chairman of the board of the Company since
its inception in March 1991.
Mr. Padegs served as a managing director of Scudder, Stevens & Clark, an
international investment and management firm from 1985 to 1996, has been
employed with Scudder, Stevens & Clark since 1964 and is now Advisory Managing
Director at that firm. Mr. Padegs is the director of a number of
international investment companies, including Scudder New Europe Fund and
Scudder New Asia Fund. Mr. Padegs is the chairman and director of the Korea
Fund and the Brazil Fund. Mr. Padegs was born in Latvia and holds a Bachelor
of Arts and a law degree from Yale University. Mr. Padegs is fluent in
Latvian and German. In July 1994, he was appointed by President Clinton to
the board of the Baltic American Enterprise Fund, a $50 million fund to
promote private enterprise in the Baltic States. Mr. Padegs is also a member
of the Audit Committee and Compensation Committee.
Mr. Reynolds has been president of Houston Grain Company since 1983
and vice president of Mid-America Grain Commodities since 1976. He also
formed and is owner of Red River Grain Company. He is actively involved
in various international business transactions. Mr. Reynolds is a
graduate of Texas Christian University. Mr. Reynolds is also a member of
the Audit Committee and Compensation Committee.
Mr. Sandler has been a consultant to Global TeleSystems Group, Inc.
("GTS"), an independent telecommunications company in Russia, since 1995.
Prior to that, Mr. Sandler served as executive vice president from
February 1994 to November 1995 and acting chief operating officer from
April 1993 to February 1994 of GTS. From 1990 to 1994, Mr. Sandler was an
employee of Alan B. Slifka and Company. Since November 1995, Mr. Sandler
has been a principal of Pennwood Capital Corporation, a venture capital
investment and management firm. Mr. Sandler received a B.A. degree from
Cornell University in 1969, and an M.B.A. from the University of Chicago
Graduate School of Business in 1976. Mr. Sandler is also a member of the
Audit Committee and Compensation Committee.
Meetings and Committees of the Board of Directors
The Board of Directors held four meetings in 1996, and1997. During 1997, each
directormember of the Company was in attendance.Board of Directors, except for Dr. Gregory, attended at least
75% of all meetings of the Board of Directors and committees of the Board of
Directors of which such director is a member. The Audit Committee reviews and
reports to the Board on the financial results of the Company's operations and
the results of the audit services provided by the Company's independent
accountants, including the fees and costs for such services. The Audit
Committee, consisting of Messrs. Padegs, ReynoldsDavier and Sandler,Adolf af Jochnick, held
two
meetingsone meeting during 1996.1997. The Compensation Committee reviews compensation paid
to management and recommends to the Board of Directors appropriate executive
compensation. The Compensation Committee, consisting of Messrs. Reynolds,
PadegsGregory and Morris A. Sandler, held one meeting during 1996.1997. The Nominating
Committee selects director nominees for election to the Board of Directors.
The Nominating Committee consisting of Messrs. Knauss, Jonas af Jochnick and
Padegs, held no meetings in 1997.
Director Compensation
Outside directors are entitled to receive options to purchase 10,000
shares in their first year of service and 5,000 shares of Common Stock per
year thereafter as compensation and reimbursement of out-of-pocket expenses to
attend board meetings. In December 1995, Messrs. Padegs, Reynolds and
Sandler each received options to purchase 15,000 shares of Common Stock at a
price of $1.375 per share pursuant to this arrangement. Also in December
1995, Messrs. Davier and Gregory each received options to purchase 50,000
shares at a price of $1.375 per share for services rendered. Such options
expire in December 2000. In December 1996, Messrs. Davier, Gregory, Padegs,
Reynolds and Sandler each received options to purchase 5,000 shares of Common
Stock at a price of $0.8125 per share. Such options expire in December 2001.
In December 1997, Adolf af Jochnick and Jonas af Jochnick each received
options to purchase 10,000 shares of common stock at a price of $0.40625 per
share and Messrs. Davier, Gregory, Padegs, Reynolds and Sandler each received
options to purchase 5,000 shares of common stock at a price of $0.40625 per
share. Such options expire in December 2002.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act 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 reports with the Securities
and Exchange Commission relating to transactions and holdings in the Company's
common stock. The Company believes that during the fiscal year ended December
31, 19961997 all such filing requirements were satisfied.
THE BOARD OF DIRECTORS HAS NOMINATED THE ABOVE-REFERENCEDTHREE CLASS I DIRECTORS FOR
ELECTION BY THE SHAREHOLDERS AND RECOMMENDS A VOTE FOR SUCH ELECTION. THE
ELECTION OF THESE DIRECTORS REQUIRES A PLURALITY OF THE VOTES CAST BY THE
HOLDERS OF SHARES OF COMMON STOCK REPRESENTED IN PERSON OR BY PROXY AT THE
ANNUAL MEETING AND ENTITLED TO VOTE IN THE ELECTION OF DIRECTORS.
ITEM 2
TO APPROVE AND RATIFY AMENDMENTS TO THE ARTICLES OF INCOPORATION
The Company's Articles of Incorporation authorize for the issuance of
Twenty Million Five Hundred Thousand (20,500,000) shares, consisting of
Twenty Million (20,000,000) shares of Common Stock having a par value of $.01
per share and Five Hundred Thousand (500,000) shares of Preferred Stock
having a par value of $10.00 per share. In August 1997, the Board of
Directors determined it to be in the best interest of the Company that the
Articles of Incorporation be amended to increase the number of shares of
Common Stock authorized to be issued from 20,000,000 to 40,000,000. The
effect of this increase will be to allow the Company to issue additional
shares of Common Stock in connection with equity issued for general business
purposes and stock options and warrants exercised. As of the record date,
9,615,270 shares of Common Stock were outstanding.
The Company's Articles of Incorporation list the Company's previous
address as its registered office. The Board of Directors wish to amend the
Articles of Incorporation to reflect the Company's current address of 1990
Post Oak Boulevard, Suite 1630, Houston, Texas 77056 as its registered office
and the registered agent to be James W. Goodchild.
In August 1997, the Board of Directors approved these amendments to the
Articles of Incorporation, which would increase the number of authorized
shares of Common Stock to Forty Million (40,000,000) and change the address
of the Company's registered office to 1990 Post Oak Boulevard, Suite 1630,
Houston, Texas 77056. The Board of Directors is seeking approval and
ratification of this amendment from the Company's shareholders.
THE BOARD OF DIRECTORS HAS APPROVED THE AMENDMENTS TO THE ARTICLES
OF INCORPORATION AND RECOMMENDS A VOTE FOR THE APPROVAL AND RATIFICATION
OF SUCH AMENDMENTS. SUCH APPROVAL AND RATIFICATION REQUIRES THE
AFFIRMATIVE VOTE OF THE HOLDERS OF TWO-THIRDS OF SHARES OF COMMON STOCK
ENTITLED TO VOTE AND REPRESENTED IN PERSON OR BY PROXY AT THE MEETING.
ITEM 3
TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 19971998
The Board of Directors has approved the engagement of Arthur Andersen LLP
as independent auditors for the consolidated financial statements for the
fiscal year ending December 31, 1997.1998. The Board of Directors wishes to obtain
from the shareholders a ratification of the Board's action in appointing
Arthur Andersen LLP as independent auditors of the Company for the fiscal year
ending December 31, 1997.1998. The engagement of Arthur Andersen LLP for audit
services has been approved by the Board itself.
Arthur Andersen's report on the Company's consolidated financial
statements for 1996 contained a modified opinion to reflect that incurred
losses from operations have raised substantial doubt about the ability of the
Company to continue as a going concern.
There have been no disagreements with the independent auditors on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope procedure. The independent auditors' report did not contain
an adverse opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles.
On July 14, 1995, the Company dismissed Price Waterhouse LLP as the
Company's independent accountants and, on July 28, 1995, approved the
engagement of BDO Seidman, LLP ("Price Waterhouse") as the Company's
independent accountant. This change was recommended by the Board of
Directors and approved by the Company's shareholders at its annual meeting on
August 29, 1995. There was no disagreement with Price Waterhouse on any
matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure.
On August 30, 1996, BDO Seidman, LLP ("Former Accountant") informed the
Company that it was resigning from its position as the Company's accounting
firm, and on November 8, 1996, the Company approved the engagement of Arthur
Andersen LLP ("Current Accountant") as the Company's independent accountant.
In the event the appointment of Arthur Andersen LLP as independent
accountants for fiscal 19971998 is not ratified by the shareholders, the adverse
vote will be considered as a direction to the Board of Directors to select
other accountants for the following year. However, because of the difficulty
in making any substitution of accountants so long after the beginning of the
current fiscal year, it is contemplated that the appointment for fiscal 19971998
will be permitted to stand unless the Board of Directors finds other good
reason for making a change.
Representatives of Arthur Andersen LLP are expected to be present at the
Meeting, with the opportunity to make a statement if desired to do so. Such
representatives are also expected to be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS HAS RECOMMENDED THE RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY
FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.1998. SUCH RATIFICATION REQUIRES THE
AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF SHARES OF COMMON STOCK
ENTITLED TO VOTE AND REPRESENTED IN PERSON OR BY PROXY AT THE MEETING.
ITEM 4
TO APPROVE AND RATIFY AN AMENDMENT TO THE 1992 EQUITY STOCK INCENTIVE PLAN
In September 1992, the Board of Directors of the Company adopted the
1992 Equity Incentive Plan ("Plan"), which Plan was approved and ratified by
the shareholders of the Company in February 1994. The Plan, as amended in
December 1995, authorized the grant thereunder of options to purchase up to
1,500,000 shares of Common Stock of the Company with evergreen provisions
included in the Plan. The original Plan was for five years and expires in
September 1997. In August 1997, the Board of Directors determined it to be in
the best interest of the Company that the Plan be amended to extend the term of
the Plan an additional five years from September 1997 to September 30, 2002.
The effect of this extension will be to allow the Company to grant additional
options to current and future executives and other employees, and for general
business purposes under the Plan. As of the record date, options to purchase
569,000 shares were outstanding under the Plan. The granting of any additional
options under the Plan could have the effect of diluting earnings per share of
Common Stock and reducing book value per share of Common Stock.
In August 1997, the Board of Directors approved this amendment to the
Plan, which would extend the Plan's term to September 30, 2002. The Board of
Directors is seeking approval and ratification of this amendment from the
Company's shareholders. All of the directors of the Company nominated for
election at the Meeting hold options granted pursuant to the Plan.
Description of Plan
Below is a summary of the principal provisions of the Plan, as amended.
Copies of the Plan are available upon written request to the Company. The only
amendment requested in this Proxy Statement is the extension of the life of the
Plan for an additional five years.
General Information
The Plan was adopted by the Board of Directors of the Company in
September 1992 and was approved and ratified by the shareholders of the Company
in February 1994. The Plan was amended by the Board of Directors in March 1995
and such amendment was approved and ratified by the shareholders of the Company
in August 1995. The Plan was amended again by the Board of Directors in
December 1995. The Plan provides for the issuance of up to 1,500,000 shares of
the Company's Common Stock, par value $.01 per share, pursuant to awards
granted under the Plan. Effective December 1, 1995 and continuing through
September 2002, upon exercise of any outstanding Option, whether partial or in
full, the shares of Common Stock allocable to the exercised portion of such
Option may again be available for option grants under the Plan and the sum of
the number of shares subject to issued and outstanding Options plus the number
of shares available for Option grants shall remain constant at 1,500,000. In
the event that any outstanding Option shall for any reason expire or terminate
without having been exercised in full, the shares of Common Stock allocable to
the unexercised portion of such Option may again be subject to an Option under
the Plan. The purpose of the Plan is to advance the interests of the Company
by enhancing its ability to attract and retain employees and other persons or
entities who are in a position to make significant contributions to the success
of the Company through ownership of shares of the Company's Common Stock. The
Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974.
Administration
The Plan is administered by the Compensation Committee of the Board of
Directors consisting of not less than two members. The Committee has authority
to: (a) grant Awards at such time or times as it may choose; (b) determine the
size of each Award; (d) determine the terms and conditions of each Award; (e)
waive compliance by a Participant with any obligations to be performed by the
Participant under an Award and waive any term or condition of an Award; (f)
amend or cancel an existing Award in whole or in part (and if an award is
canceled, grant another Award in its place on such terms as the Board shall
specify), except that the Board may not, without the consent of the holder of
an Award, take any action under this clause with respect to such Award if such
action would adversely affect the rights of such holder; (g) prescribe the form
or forms of instruments that are required or deemed appropriate under the Plan,
including any written notices and elections required of Participants, and
change such forms from time to time; (h) adopt, amend and rescind rules and
regulations for the administration of the Plan; and (i) interpret the Plan and
decide any questions and settle all controversies and disputes that may arise
in connection with the Plan. A majority of the members of the Committee shall
constitute a quorum, and all determinations of the Committee shall be made by a
majority of its members. Any determination of the Committee under the Plan may
be made without notice or meeting of the Committee by a writing signed by a
majority of the Committee members.
The Committee currently consists of three members. All members of the
Committee have received awards under the Plan. The members of the Committee
are appointed by and serve at the pleasure of the Board of Directors, which
may from time to time change the Committee's membership.
Securities Subject to the Plan
The aggregate number of shares of Common Stock that may be delivered
under the Plan is 1,500,000, subject to adjustment in the event of a stock
dividend, stock split or combination of shares, recapitalization or other
change in the Company's capitalization, or other distribution to common
shareholders other than normal cash dividends. Effective December 1, 1995
and continuing through September 30, 2002, upon exercise of any outstanding
Option, whether partial or in full, the shares of Common Stock allocable to
the exercised portion of such Option may again be available for option grants
under the Plan and the sum of the number of shares subject to issued and
outstanding Options plus the number of shares available for Option grants
shall remain constant at 1,500,000. In the event that any outstanding Option
shall for any reason expire or terminate without having been exercised in
full, the shares of Common Stock allocable to the unexercised portion of such
Option may again be subject to an Option under the Plan. If any Award
requiring exercise by the Participant for delivery of Stock terminates
without having been exercised in full, or if any Award payable in Stock or
cash is satisfied in cash rather than Stock, the number of shares of Stock as
to which such Award was not exercised or for which cash was substituted will
be available for future grants. Stock delivered under the Plan may be either
authorized but unissued Stock or previously issued Stock acquired by the
Company and held in treasury. No fractional shares of Stock will be
delivered under the Plan.
Employees Who May Participate in the Plan
Participants under the Plan include persons who are employees of the
Company and other persons or entities who, in the opinion of the Board, are
in a position to make a significant contribution to the success of the
Company. The approximate number of participants at August 12, 1997 are 6
employees and 5 other persons.
Purchase of Securities Pursuant to the Plan and Payment for Securities Offered
Both "incentive stock options," as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") (any Option intended
to qualify as an incentive stock option being hereinafter referred to as an
"ISO"), and Options that are not incentive stock options, may be granted
under the Plan. ISOs shall be awarded to Employees.
Exercise Price. The exercise price of an Option will be determined by
the Board subject to the following:
(1) The exercise price of an ISO shall not be less than 100% (110% in
the case of an ISO granted to a ten-percent shareholder) of the fair market
value of the Stock subject to the Option, determined as of the time the
Option is granted. A "ten-percent shareholder" is any person who at the time
of grant owns, directly or indirectly, or is deemed to own by reason of the
attribution rules of section 424(d) of the Code, stock possessing more than
10% of the total combined voting power of all classes of stock of the Company
or of any of its subsidiaries.
(2) In no case may the exercise price paid for Stock which is part of
an original issue of authorized Stock be less than the par value per share of
the stock issued.
(3) The Board may reduce the exercise price of an Option at any time
after the time of grant, but in the case of an Option originally awarded as
an ISO, only with the consent of the Participant.
Duration of Options. The latest date on which an Option may be
exercised will be the seventh anniversary (third anniversary, in the case of
an ISO granted to a ten-percent shareholder) of the day immediately preceding
the date the Option was granted, or such earlier dates as may have been
specified by the Board at the time the Option was granted.
Exercise of Options. An Option will become exercisable at such time or
times, and on such conditions as the Board may specify. The Board may at any
time accelerate the time at which all or any part of the Option may be
exercised.
Any exercise of an Option must be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by (1) any
documents required by the Board and (2) payment in full for the number of
shares for which the Option is exercised.
Payment for Stock. Stock purchased on exercise of an Option must be
paid for as follows: (1) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to an order of the Company or (2) if so permitted by the
instrument evidencing the Option (or in the case of an Option which is not an
ISO, by the Board at or after grant of the Option), (i) through the delivery
of shares of Stock which have been outstanding for at least six months
(unless the Board expressly approves a shorter period) and which have a fair
market value on the last business day preceding the date of exercise equal to
the exercise price, or (ii) by delivery of a promissory note of the Option
holder to the Company, payable on such terms as are specified by the Board,
and (iii) by delivery of an unconditional and irrevocable undertaking by a
broker to deliver promptly to the Company sufficient funds to pay the
exercise price, (iv) by any combination of the permissible forms of payment;
provided that if the Stock delivered upon exercise of the Option is an
original issue of authorized Stock, at least so much of the exercise price as
represents the par value of such Stock must be paid other than by the Option
holder's personal check or promissory note.
Discretionary Payments. If the market price of shares of Stock subject
to an Option exceeds the exercise price of the Option at the time of its
exercise, the Board may cancel the Option and cause the Company to pay in
cash or in shares of Common Stock (at a price per share equal to the fair
market value per share) to the person exercising the Option an amount equal
to the difference between the fair market value of the Stock which would have
been purchased pursuant to the exercise (determined on the date the Option is
canceled) and the aggregate exercise price which would have been paid. The
Board may exercise its discretion to take such action only if it has received
a written request from the person exercising the Option, but such a request
will not be binding on the Board.
Loans. The Company may make a loan to a Participant ("Loan"), either
on the date of or after the grant of any Award to the Participant. A Loan
may be either in connection with the purchase of Stock under the Award or
with the payment of any Federal, state and local income tax with respect to
income recognized as a result of the Award. The Board will have full
authority to decide whether to make a Loan, including the interest rate
(which may be zero), whether the Loan is to be secured or unsecured or with
or without recourse against the borrower, the terms on which the Loan is to
be repaid and the conditions, if any, under which it may be forgiven.
However, no Loan may have a term (including extensions) exceeding ten years
in duration.
Supplemental Grants. In connection with any Award, the Board may at
the time such Award is made or at a later date, provide for and grant a cash
award to the Participant ("Supplemental Grant") not to exceed an amount equal
to (1) the amount of any federal, state and local income tax on ordinary
income for which the Participant may be liable with respect to the Award,
determined by assuming taxation at the highest marginal rate, plus (2) an
additional amount on a grossed-up basis intended to make the Participant
whole on an after-tax basis after discharging all the Participant's income
tax liabilities arising from all payments under the Plan. Any payment of a
Supplemental Grant will be made at the time the Participant incurs Federal
income tax liability with respect to the Award.
No Award may be granted under the Plan after September 30, 2002, but
Awards previously granted may extend beyond that date.
Neither adoption of the Plan nor the grant of Awards to a Participant
will affect the Company's right to grant to such Participant awards that are
not subject to the Plan, to issue to such Participant Stock as a bonus or
otherwise, or to adopt other plans or arrangements under which Stock may be
issued to Employees.
The Board may at any time or times amend the Plan or any outstanding
Award for any purpose which may at the time be permitted by law, or may at
any time terminate the Plan as to any further grants of Awards, provided that
(except to the extent expressly required or permitted by the Plan) no such
amendment will, without the approval of the shareholders of the Company,
effectuate a change for which shareholder approval is required in order for
the plan to continue to qualify for the award of ISOs under section 422 of
the Code and to continue to qualify under Rule 16b-3 promulgated under
Section 16 of the Exchange Act.
Tax Effects of Plan Participation
The discussion below describes certain federal income tax aspects of
Awards which may be made under the Plan, based upon federal income tax laws
in effect on the date hereof. The summary below does not purport to be an
exhaustive discussion of all federal income tax aspects of the ownership and
exercise of the Awards, and no information is provided with respect to
estate, inheritance, state or local tax laws, although there may be certain
tax consequences under those laws upon the receipt or exercise of an Award or
upon the disposition of property acquired upon exercise or in connection with
an Award.
The exact federal income tax treatment of Awards will depend on the
specific nature of any such Award. Such an Award may, depending on the
conditions applicable to the Award, be taxable as an option, an Award of
restricted or unrestricted stock, an Award which is payable in cash, or
otherwise. Tax consequences will also vary depending upon whether the
recipient of the Award is permitted, as authorized by the Plan, to pay the
exercise or purchase price of Awards or applicable withholding taxes by
delivering previously owned shares or having shares withheld. Since tax
considerations will also vary with individual circumstances, Participants are
advised to consult their personal tax advisors with regard to all possible
tax consequences arising from the grant or exercise of an Award and the
ownership or disposition of stock or other property acquired upon exercise of
or in connection with an Award.
The Plan is not a qualified pension, profit-sharing or stock bonus plan
under Section 401(a) of the Code. The Plan is not subject to any provisions
of the Employee Retirement Income Security Act of 1974.
Incentive Stock Options. A grantee will generally have no taxable
income upon either the grant or exercise of an incentive stock option. If
the grantee does not dispose of shares acquired pursuant to the exercise of
an incentive stock option within two years of the grant or one year of the
exercise, any gain or loss realized in their subsequent disposition will be
capital gain or loss. If such holding period requirements are not satisfied,
the grantee will generally realize ordinary income at the time of disposition
in an amount equal to the excess of the fair market value of the shares on
the date of exercise (or if less, the amount realized upon disposition) over
the option price. Any remaining gain is taxed as long-term or short-term
capital gain.
Non-qualified Stock Options. The grant of a non-qualified stock option
generally is not a taxable event for the optionee. Upon exercise of the
option, the optionee generally will recognize ordinary income in an amount
equal to the excess of the fair market value of the stock acquired upon
exercise (determined as of the date of exercise) over the exercise price of
such option. The Company will be entitled to a deduction equal to the amount
of ordinary income recognized by the employee in the year in which such
taxable income is recognized and the Company is required to withhold federal
income taxes with respect to any amounts included in the employee's taxable
income.
If an optionee pays the exercise price with shares of previously
acquired Common Stock, no gain or loss will be recognized upon the
disposition of those previously acquired shares. Shares received by the
optionee, equal in number to the previously acquired shares used to pay the
exercise price, will have the same basis and holding period as the previously
acquired shares. The remaining shares received will have a basis equal to
their fair market value as of the date of exercise and the holding period for
such additional shares will commence as of the date of exercise.
Withholding Taxes. The Company will withhold from any cash payment
made pursuant to an Award an amount sufficient to satisfy all federal, state
and local withholding tax requirements (the "withholding requirements").
In the case of an Award pursuant to which Stock may be delivered, the
Board will have the right to require that the Participant or other
appropriate person remit to the Company an amount sufficient to satisfy the
withholding requirements, or make other arrangements satisfactory to the
Board with regard to such requirements, prior to the delivery of any Stock.
If and to the extent that such withholding is required, the Board may permit
the Participant or such other person to elect at such time and in such manner
as the Board provides to have the Company hold back from the shares to be
delivered, or to deliver to the Company, Stock having a value calculated to
satisfy the withholding requirement.
If at the time an ISO is exercised the Board determines that the
Company could be liable for withholding requirements with respect to a
disposition of the Stock received upon exercise, the Board may require as a
condition of exercise that the person exercising the ISO agree (a) to inform
the Company promptly of any disposition (within the meaning of section 424(c)
of the Code) of Stock received upon exercise, and (b) to give such security
as the Board deems adequate to meet the potential liability of the Company
for the withholding requirements and to augment such security from time to
time in any amount reasonably deemed necessary by the Board to preserve the
adequacy of such security.
If the employee pays applicable withholding taxes by having the Company
withhold shares of Common Stock otherwise issuable upon exercise of an Award,
the employee will recognize ordinary income on the date of exercise equal to
the difference between the exercise price and the fair market value of all
shares with respect to which the Award is exercised, including those shares
withheld by the Company. If the employee pays such taxes by surrendering
shares of previously acquired Common Stock, the employee will be treated as
having disposed of those shares in a taxable transaction and will recognize
capital gain or loss equal to the difference between the tax basis of such
shares and the fair market value of such shares on the date such shares are
surrendered to the Company.
Stock Sales. If an employee sells shares of Common Stock acquired
pursuant to the Plan, the employee generally will recognize capital gain or
loss equal to the difference between the sales prices and the tax basis of
such shares. Such gain or loss will be long-term or short-term, depending
upon whether the holding period for such shares is greater or less than one
year.
Withdrawal from the Plan; Assignment of Interest
Death. All Options held by the Participant immediately prior to death,
to the extent then exercisable, may be exercised by the Participant's
executor or administrator or the person or persons to whom the Option is
transferred by will or the applicable laws of descent and distribution, at
any time within the one year period ending the first anniversary of the
Participant's death (or such shorter or longer period as the Board may
determine), and shall thereupon terminate. In no even, however, shall an
Option remain exercisable beyond the latest date on which it could have been
exercised without regard to Participant's death. Except as otherwise
determined by the Board, all Options held by a Participant immediately prior
to death that are not then exercisable shall terminate at death.
Any payment or benefit under a Supplemental Grant to which the
Participant was not irrevocably entitled prior to death will be forfeited and
the Award canceled as of the time of death, unless otherwise determined by
the Board.
Termination of Service (Other Than By Death). If a Participant who is
an Employee ceases to be an Employee for any reason other than death, or if
there is a termination (other than by reason of death) of the consulting,
service or similar relationship in respect of which a non-Employee
Participant was granted an Award hereunder (such termination of the
employment or other relationship being hereinafter referred to as a "Status
Change"), the following will apply:
Except as otherwise determined by the Board, all Options held by the
Participant that were not exercisable immediately prior to the Status Change
shall terminate at the time of the Status Change. Any Options that were
exercisable immediately prior to the Status Change will continue to be
exercisable for a period of three months (or such longer period as the Board
may determine), and shall thereupon terminate, unless the Award provides by
its terms for immediate termination in the event of a Status Change or unless
the Status Change results from a discharge for cause which in the opinion of
the Board casts such discredit on the Participant as to justify immediate
termination of the Award. In no event, however, shall an Option remain
exercisable beyond the latest date on which it could have been exercised
without regard to a Participant's termination. For purposes of this
paragraph, in the case of a Participant who is an Employee, a Status Change
shall not be deemed to have resulted by reason of (i) a sick leave or other
bona fide leave of absence approved for purposes of the Plan by the Board, so
long as the Employee's right to reemployment is guaranteed either by statute
or by contract, or (ii) a transfer of employment between the Company and a
subsidiary or between subsidiaries, or to the employment of a corporation (or
a parent or subsidiary corporation of such corporation) issuing or assuming
an option in a transaction to which section 424(a) of the Code applies.
Any payment or benefit under a Supplemental Grant to which the
Participant was not irrevocably entitled prior to the Status Change will be
forfeited and the Award canceled as of the date of such Status Change unless
otherwise determined by the Board.
Certain Corporation Transactions. In the event of a consolidation or
merger in which the Company is not the surviving corporation or which results
in the acquisition of substantially all the Company's outstanding Stock by a
single person or entity or by a group of persons and/or entities acting in
concert, or in the event of the sale or transfer of substantially all of the
Company's assets or a dissolution or liquidation of the Company (a "covered
transaction"), all outstanding Awards will terminate as of the effective date
of the covered transaction, and the following rules shall apply:
The Board may, in its sole discretion, prior to the effective date of
the covered transaction, (1) make each outstanding Option exercisable in
full, (2) remove the restrictions from each outstanding share of Restricted
Stock, (3) cause the Company to make any payment and provide any benefit each
outstanding Deferred Stock Award, Performance Award and Supplemental Grant
which would have been made or provided with the passage of time had the
transaction not occurred and the Participant not suffered a Status Change (or
died), and (4) forgive all or any portion of the principal of or interest on
a Loan.
If an outstanding Award is subject to performance or other
conditions (other than conditions relating to the mere passage of time and
continued employment) which will not have been satisfied at the time of
the covered transaction, the Board may in its sole discretion remove such
conditions. If it does not do so, however, such Award will terminate as
of the date of the covered transaction.
With respect to an outstanding Award held by a participant who,
following the covered transaction, will be employed by or otherwise
providing services to a corporation which is a surviving or acquiring
corporation in such transaction or an affiliate of such a corporation, the
Board may arrange to have such surviving or acquiring corporation or
affiliate grant to the Participant a replacement award which, in the
judgment of the Board, is substantially equivalent to the Award.
No Award (other than an Award in the form of an outright transfer of
cash or Unrestricted Stock) may be transferred other than by will or by
the laws of descent and distribution, and during an employee's lifetime an
Award requiring exercise may be exercised only by the Participant (or in
the event of the Participant's incapacity, the person or persons legally
appointed to act on the Participant's behalf).
THE BOARD OF DIRECTORS HAS APPROVED THE AMENDMENT TO THE 1992 EQUITY
INCENTIVE PLAN TO EXTEND THE PLAN AN ADDITIONAL FIVE YEARS AND RECOMMENDS
A VOTE FOR THE APPROVAL AND RATIFICATION OF SUCH AMENDMENT. SUCH APPROVAL
AND RATIFICATION REQUIRES THE
AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF SHARES OF COMMON STOCK
ENTITLED TO VOTE AND REPRESENTED IN PERSON OR BY PROXY AT THE MEETING.
EXECUTIVE OFFICERS
The following table lists the present executive officers of the Company
as of the date hereof and the capacities in which they serve:
Name of Individual Capacity
------------------ --------
Robert L. Knauss Chief Executive Officer
James W. GoodchildDavid A. Grossman Chief Operating and Financial Officer David A. Grossmanand Corporate Secretary
Biographical information with respect to Messrs. Knauss and Goodchild isGrossman are
provided under Item 1 above. Officers are elected by and serve at the
direction and discretion of the Board of Directors. There are no family
relationships between or among any executive officers, directors or director
nominees.
David A. Grossman (age 34) has served as comptroller since November
1995nominees, except for Jonas af Jochnick and as corporate secretary since December 1996. From 1985 to 1995,
Mr. Grossman was Audit Senior Manager for Deloitte & Touche LLP.
Mr. Grossman was certified as a CPA in 1986. Mr. Grossman graduated from
Indiana University in 1985 with a B.S. degree in accounting.
Other Key Personnel
The Company employs a number of persons to develop, manage, and
operate its aviation-related interests. TheyAdolf af Jochnick who are assigned to the
Company's different ventures to manage operations, develop business
opportunities and to train local specialists.
Donald D. Janacek (age 28) is assigned to manage AIRO Catering
Services and to develop new business prospects in the Eastern European
region. He has been employed as manager of the Company's aviation group
since April 1994. From July 1993 to April 1994, Mr. Janacek was president
of Mosher International, an international investment firm. From August
1992 through July 1993, he was vice president of international marketing
for Dockside Incorporated, an international trading company focusing on
Eastern Europe and the former Soviet Union. Mr. Janacek graduated from
the University of Texas at Austin in 1991 with a B.A. degree in economics.
Daniel P. Solon (age 66) has served as vice president of marketing
for BIA in Europe since January 1993 and has offices in London. Since
1982, Mr. Solon has been an independent corporate relations and marketing
consultant specializing in the shipping and aviation industries. Mr.
Solon has over 30 years of experience in the international aviation
business and has worked in executive management positions with American
Airlines and TWA and as a consultant to People Express. Mr. Solon
received an M.B.A. from Harvard University and a B.A. degree in Russian
studies from Fordham University.brothers.
STOCK OWNERSHIP
The following table sets forth, as of August 12, 1997,21, 1998, certain
information with respect to the beneficial ownership of the Company's Common
Stock by (i) each person known to the Company who beneficially owns more than
5% of the Company's outstanding Common Stock; (ii) each director and director
nominee; (iii) each named executive officer; and (iv) all directors and
officers as a group:
Shares Beneficially Owned
Name of Beneficial Owner (1) Number Percent
- --------------------------------------------------------------------------
Jonas af Jochnick 2,500,00012,510,000 (2) 23.3157.26
Citibank (Switzerland) 1,000,000 10.566.42
Robert L. Knauss 1,100,749 (3) 6.88
Paul R. Gregory 754,369 (3) 7.77
Robert L. Knauss 743,178897,304 (4) 7.685.62
Homi M. Davier 620,250648,027 (5) 6.45
Juris Padegs 263,107 (6) 2.754.11
James W. Goodchild 245,939482,976 (6) 3.05
Juris Padegs 332,129 (7) 2.562.11
David A. Grossman 131,667 (8) 0.84
Morris A. Sandler 125,000 (8) 1.31130,000 (9) 0.83
Ted Reynolds 76,000 (9) 0.80
David A. Grossman 43,667114,000 (10) 0.460.73
Adolf af Jochnick 0 0.0010,000 (11) 0.06
All directors director nominees and executive officers
as a group (10 persons) 7,871,510 (11) 45.9916,356,851 (12) 69.75
(1) The business address of each individual is the same as the address of
the Company's principal executive offices except for Mr. Jonas af
Jochnick whose business address is Place Flagey 7, bte 7, 1050
Brussels,Waterloo Office Park, Building O,
Dreve Richelle, 161, B-1410 Waterloo, Belgium; Citibank (Switzerland)
whose business address is P.O.P. O. Box 244, Zurich, Switzerland CH-8021;
Mr. Padegs whose business address is 345 Park Avenue, New York, New York
10154; Mr. Reynolds whose business address is 1300 Post Oak Boulevard,
Suite 770, Houston, Texas 77056; Mr. Sandler whose business address is
477 Madison Avenue, 8th Floor, New York, New York 10022; and Mr. Adolf
af Jochnick whose business address is P.O. Box 71859, W. Hartford,
Connecticut 06127.
(2) Includes an aggregate of 1,250,0006,260,000 shares subject to warrants which are
currently exercisable. Additionally,Celox S.A., which is 100% owned by Jonas af
Jochnick, owns 2,500,000 shares and 2,500,00 warrants. ORESA Ventures,
N.V., an affiliate of Mr. Jochnick, entered into a subscription agreement
with the Company in August 1997 to purchase an aggregate of
1,250,000owns 3,750,000 shares of Common Stock for $500,000. In connection with
this private placement, the Company will issue warrants to purchase
1,250,000 shares.and 3,750,000
warrants.
(3) Includes an aggregate of 239,000423,720 shares subject to options, warrants and
Series A Preferred Stock which are currently exercisable. Excludes an
aggregate of 183,525 shares subject to options which are not currently
exercisable and shares to be issued for services to be rendered.
(4) Includes an aggregate of 198,000381,935 shares subject to options, warrants and
Series A Preferred Stock which are currently exercisable.
(5) Includes an aggregate of 140,250175,598 shares subject to options, warrants and
Series A Preferred Stock which are currently exercisable.
(6) Includes an aggregate of 85,666273,348 shares subject to options, warrants and
Series A Preferred Stock which are currently exercisable. Excludes an
aggregate of 108,000 shares subject to options which are not currently
exercisable and shares to be issued for services to be rendered.
(7) Includes 142,000134,688 shares subject to options, warrants and Series A
Preferred Stock which are currently exercisable.
(8) Includes 100,00069,000 shares subject to options and a warrant which are currently
exercisable. Excludes an aggregate of 66,000 shares subject to options
which are not currently exercisable and shares to be issued for services
to be rendered.
(9) Includes 26,000105,000 shares subject to options and warrants which are
currently exercisable.
(10) Includes 25,00031,000 shares subject to options which are currently
exercisable.
(11) Includes an aggregate of 3,455,91610,000 shares subject to options which are
currently exercisable.
(12) Includes an aggregate of 7,863,288 shares subject to options, warrants
and Series A Preferred Stock which are currently exercisable. Excludes
an aggregate of 357,525 shares subject to options which are not
currently exercisable and shares to be issued for services to be
rendered.
COMPENSATION
The following table sets forth information with respect to the chief
executive officer and the only executive officer of the Company who received
total annual salary and bonus for the fiscal year ended December 31, 1996,1997, in
excess of $100,000:
Summary Compensation Table
Long-Term Compensation
--------------------------
Annual Compensation (1) Securities
---------------------------------- Underlying
Name and Principal Fiscal All Other Restricted Options
Position Year Salary Bonus Compensation Stock Awards and Warrants
- ----------------------------------------------------------------------------------------------
Robert Knauss, 19961997 $120,000 $ 0 $0 $0$51,616 (4) 244,700 (4)
Chief Executive 1996 120,000 0 Chief Executive0 0 0
Officer 1995 120,000 75,000 (2) 0 0 125,000 (3)
Officer 1994 33,967 0 0 0 35,000(5)
James Goodchild, 19961997 $120,000 $ 0 $0 $0$ 0 $30,375 (4) 144,000 (4)
President and Chief 1996 120,000 $ 0 13,333 (3) 0 0
Operating andOfficer 1995 120,000 50,000 (2) 0 0 140,000 (3)
Financial Officer 1994 115,583 30,000 0 0 50,000(5)
(1) None of the named executive officers received perquisites or other
benefits valued in excess of 10% of the total of reported annual salary
and bonus.
(2) The bonus for 1995 consists of cash payments of $37,500 and $25,000 and
the issuance of 25,000 and 16,667 shares of the Company's common stock
to Messrs. Knauss and Goodchild, respectively.
(3) Other compensation for Mr. Goodchild in 1996 consists of payment of the
exercise price by the Company on options that were exercised
(4) In August 1997, the Company granted 122,350 and 72,000 shares of the
Company's common stock and 244,700 and 144,000 options to Messrs. Knauss
and Goodchild, respectively, for services to be rendered. Half of the
shares and options were vested in February 1998 and the remaining half
vest in August 1999.
(5) Of these options and warrants, 35,000 and 50,000 stock options wereere
originally granted in October 1994 to Messrs. Knauss and Goodchild,
respectively, at an exercise price of $2.875 per share. In August 1995
these options were repriced at $1.125 per share.
(6) Mr. Goodchild resigned as President and Chief Operating Officer in March
1998.
Stock Options
In September 1992, the Company adopted its 1992 Equity Incentive Plan
("Plan"), which was amended effective March 1995, December 1995 and December 1995.September
1997. The Plan provides for the issuance of incentive stock options and non-qualifiednon-
qualified options. An aggregate of 1,500,000 shares of the Company's Common
Stock may be issued pursuant to options granted under the Plan to employees,
non-
employeenon-employee directors and consultants, subject to evergreen provisions
included in the Plan. The Plan is administered by the compensation committee
of the Company's Board of Directors. The compensation committee has the
authority to determine, among other things, the size, exercise price and other
terms and conditions of awards made under the Plan. Subject to certain
restrictions, the exercise price of incentive stock options may be no less
than 100% of fair market value of a share of Common Stock on the date of
grant. As of the date of this Proxy Statement, options to purchase an
aggregate of 589,0001,072,366 shares were outstanding under the Plan. Such options
include: (i) options to purchase 247,000 shares of Common Stock at an
exercise price of $1.125 per share, which options are currently exercisable
and expire in October 1999, (ii) options to purchase 32,000 shares of Common
Stock at an exercise price of $0.50 per share, which options are currently
exercisable and expire in October 1999; (iii) options to purchase 42,000
shares of Common Stock at an exercise price of $0.50 per share, which are
currently exercisable and expire in December 1999; (iv) options to purchase
208,000 shares of Common Stock at an exercise price of $1.375 per share, which
options are currently exercisable and expire in December 2000; (v) options to
purchase 10,000 shares of Common Stock at an exercise price of $1.875 per
share, which options are currently exercisable and expire in April 2001, (vi)
options to purchase 25,000 shares of common stock at an exercise price of
$0.75 per share, which options are currently exercisable and expire in
September 2001, and (vii) options to purchase 25,000 shares of common stock at
an exercise price of $0.8125 per share, which options are currently
exercisable and expire in December 2001.
In August 1995, the Board of Directors repriced the
options that were previously exercisable for $2.875 per share to $1.125 per
share which is a price more consistent with current market prices. Such
repricing was in consideration of services rendered in lieu of granting
additional options to the holders.
The following table shows, as to the named executive officers,
information concerning individual grants of stock options and warrants during
1996.1997. These options and warrants are currently exercisable.
Option/Warrant Grants in Last Fiscal Year
Number of % of Total
Securities Options/Warrants
Underlying Granted to
Options/Warrants Employees in Exercise Price
Name Granted 19961997 Per Share Expiration Date
- ----------------------------------------------------------------------------------------
Robert L. Knauss 25,000 41.67 $0.75 May 2001244,700 51.33 $0.421875 August 2004
James W. Goodchild 0 0.00 N/A N/A144,000 30.21 $0.421875 August 2004
David A. Grossman 25,000 41.67 $0.75 September 200188,000 18.46 $0.421875 August 2004
The following table shows, as to the named executive officers,
information concerning aggregate stock option and warrant exercises during
19961997 and the stock option and warrant values as of December 31, 1996.1997.
Aggregated Option and Warrant Exercises in Last Fiscal Year
and Year End Option and Warrant Values
Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/Warrants at Options/WarrnatsWarrants at
Shares December 31, 19961997 December 31, 19961997
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
- -------------------------------------------------------------------------------------
Robert L. Knauss 0 $0 134,500/30,000165,500/244,700 $0/$0
James W. Goodchild 26,66613,334 0 130,334/30,000 $2,083/147,000/144,000 $0/$0
David A. Grossman 0 0 25,000/0113,000/88,000 $0/$0
The Company has not established, nor does it provide for, long-term
incentive plans or defined benefit or actuarial plans.
Certain Transactions
Effective June 30, 1995, $125,000 in aggregate principal amount of
notes payable to Mr. Knauss was converted into 12,500 shares of Preferred
Stock, convertible into 62,500 shares of Common Stock. In December 1995,
Mr. Knauss advanced an aggregate of $20,000 bearing interest at a rate of
10% per annum, which was repaid in March 1996. In connection with this
advance, the Company issued Mr. Knauss warrants to purchase an aggregate
of 2,000 shares of Common Stock at a price of $1.00 per share, which
warrants are currently exercisable and expire in December 2000. In May 1996, Mr. Knauss loaned an aggregate of $250,000 to the Company
which
loan bearsbearing interest at a rate of 14% per annum.annum, which was repaid in September
1997. In connection with this loan, Mr. Knauss received a warrant to purchase
25,000 shares of Common Stock at an exercise price of $0.75 per share, which
warrant becamebecome exercisable in May 1996 and expires in May 2001. Mr. Knauss
has received renewal fees aggregating $25,000 for renewals of this loan through March
12, 1997.loan. In
May 1997, Mr. Knauss advanced an aggregate of $10,000, bearing interest at a
rate of 12% per annum.annum, which was repaid in August 1997. In connection with
this advance, the Company issued Mr. Knauss warrants to purchase an aggregate
of 1,000 shares of common stock at a price of $0.50 per share, which warrants
are currently exercisable and expire in May 2002.
In March 1995, the Gregory Family Partnership, an affiliate of Dr.
Gregory, loaned $100,000 to the Company, which loan bears interest at a
rate of 10% per annum. In connection with this loan, Dr. Gregory's
affiliate received a warrant to purchase 10,000 shares at an exercise
price of $1.00 per share, which warrant became exercisable in August 1995
and expires in October 1999. Effective June 30, 1995, $235,000 in
aggregate principal amount of notes payable to Dr. Gregory or his
affiliates was converted to 23,500 shares of Preferred Stock, which are
convertible into 117,500 shares of Common Stock. In December 1995, an
affiliate of Dr. Gregory advanced an aggregate of $20,000 bearing interest
at a rate of 10% per annum, which was repaid in March 1996. In connection
with this advance, the Company issued Dr. Gregory's affiliate warrants to
purchase an aggregate of 2,000 shares of Common Stock at a price of $1.00
per share, which warrants are currently exercisable and expire in December
2000. In May 1997, Mr. Gregory and the Gregory Family Partnership advanced an
aggregate of $10,000, bearing interest at a rate of 12% per annum.annum, which was
repaid in August 1997. In connection with this advance, the Company issued
Mr. Gregory and the Gregory Family Partnership warrants to purchase an
aggregate of 1,000 shares of common stock at a price of $0.50 per share, which
warrants are currently exercisable and expire in May 2002.
Effective June 30, 1995, a $50,000 note payable to Mr. Davier was
converted to 5,000 shares of Preferred Stock, which are convertible into
25,000 shares of Common Stock.
In May 1994, Baltic World Holdings, a company owned by Messrs.
Knauss, Davier and Gregory, leased two Boeing 727 aircraft from an
unaffiliated third party for an aggregate monthly lease payment of
$61,378. These airplanes were subleased by this affiliate to BIA for an
aggregate monthly lease payment of $80,000. The affiliate assigned all of
the revenues and expenses under the leases and subleases to the Company
and the Company guaranteed the affiliate's obligations under the leases.
The Company returned the aircraft to the owner in 1996.
In March 1995, Mr. Padegs advanced $50,000 to the Company, which
loan bears interest at a rate of 10% per annum. In connection with this
loan, Mr. Padegs received a warrant to purchase 5,000 shares at an
exercise price of $1.00 per share, which warrant became exercisable in
August 1995 and expires in October 1999. Effective June 30, 1995, $75,000
in aggregate principal amount of notes payable to Mr. Padegs was converted
to 7,500 shares of Preferred Stock, which are convertible into 37,500
shares of Common Stock. In December 1995, Mr. Padegs advanced an
aggregate of $20,000, bearing interest at a rate of 10% per annum, which
was repaid in March 1996. In connection with this advance, the Company
issued Mr. Padegs warrants to purchase an aggregate of 2,000 shares of
Common Stock at a price of $1.00 per share, which warrants are currently
exercisable and expire in December 2000. In October 1996, Mr. Padegs advanced an aggregate of $10,000, bearing
interest at a rate of 12% per annum.annum, which was repaid in August 1997. In
connection with this advance, the Company issued Mr. Padegs warrants to
purchase an aggregate of 1,000 shares of common stock at a price of $0.5625
per share, which warrants are currently exercisable and expire in October
2001. In May 1997, Mr. Padegs advanced an aggregate of $10,000, bearing
interest at a rate of 12% per annum.annum, which was repaid in August 1997. In
connection with this advance, the Company issued Mr. Padegs warrants to
purchase an aggregate of 1,000 shares of common stock at a price of $0.50 per
share, which warrants are currently exercisable and expire in May 2002.
In May 1997, Mr. Reynolds advanced an aggregate of $10,000, bearing
interest at a rate of 12% per annum.annum, which was repaid in August 1997. In
connection with this advance, the Company issued Mr. Reynolds warrants to
purchase an aggregate of 1,000 shares of common stock at a price of $0.50 per
share, which warrants are currently exercisable and expire in May 2002.
Effective June 30, 1995, a $50,000 note payable to Mr. Goodchild was
converted to 5,000 shares of Preferred Stock, which are convertible into
25,000 shares of Common Stock. In December 1995, Mr. Goodchild advanced an
aggregate of $20,000, bearing interest at a rate of 10% per annum, which
was repaid in March 1996. In connection with this advance, the Company
issued Mr. Goodchild warrants to purchase an aggregate of 2,000 shares of
Common Stock at a price of $1.00 per share, which warrants are currently
exercisable and expire in December 2000.
In December 1994, Mr. Knauss guaranteed a $50,000 bank loan to the
Company. In March 1995, the principal amount of this loan was increased
to $100,000, the interest rate was increased from 10.5% to 11.25% per
annum and Mr. Davier was added as a guarantor. The balance of the loan is $41,000$8,711 at June 30,December 31, 1997 and is being amortized through monthly payments
until the end of 1997.
In June 1995, Mr. Sandler purchased 25,000 shares of Common Stock
for $25,000. In August 1995, the Company issued a warrant to purchase
55,000 shares at an exercise price of $1.00 per share to Mr. Sandler for
services rendered prior to his election to the board. This warrant
expireswas
repaid in August 2000.January 1998.
In July 1997, ORESA Ventures N.V., an affiliate of Mr. Jonas af Jochnick,
advanced $500,000 to the Company, bearing interest at a rate of 13% per annum.
This loan is due the earlier of November 11, 1997 or the
datewas repaid in which the funding of an equity placement in the aggregate amount
of $2,500,000 is received by the Company.September 1997.
In August and September 1997, Celox S.A., an affiliate of Mr. Jonas af
Jochnick, purchased an aggregate of 1,250,0002,500,000 shares of Common Stock for
$500,000.$1,000,000. In connection with this private placement, the Company issued
warrants to purchase 1,250,0002,500,000 shares of Common Stock at an exercise price of
$0.65 per share, which warrants are currently exercisable and expire in August
2002. Additionally in August and September 1997, ORESA Ventures N.V.
entered into a
subscription agreement with the Company to purchasepurchased an aggregate of 1,250,0003,750,000 shares of Common Stock for $500,000.$1,500,000. In
connection with this private placement, the Company will issueissued warrants to
purchase 1,250,0003,750,000 shares of Common Stock at an exercise price of $0. 65$0.65 per
share, which warrants will be currently exercisable and expire in August 2002.
TheIn October 1997, ORESA Ventures N.V. advanced $2,000,000 to the
Company, expectsbearing interest at a rate of 13% per annum. Principal and interest
are due at the fundingmaturity date of this $500,000January 29, 1999.
In April 1998, the Company obtained a line of credit in the aggregate
amount of $800,000 from ORESA Ventures N.V. and Celox S.A. This line of
credit matures on December 31, 1999 and any outstanding balance will bear
interest at a rate of 13%. No advances are to occur during late
August. Thebe made under the line of
credit until the $2,000,000 loan to ORESA Ventures N.V. is repaid, and the
line of credit is secured by the shares underlying this private placement have not been issued
as of the record date, and therefore, are not entitled to vote at the
Meeting.
Management believes that all prior related party transactions are on
terms no less favorable to the Company as could be obtained from
unaffiliated third parties. All ongoing and future transactions with such
persons, including any loans to such persons, will be approved by a
majority of disinterested, independent outside members of the Company's
Board of Directors.stock owned in AIRO.
OTHER MATTERS
Management is not aware of any other matters to be presented for action
at the Meeting. However, if any other matter is properly presented, it is the
intention of the persons named in the enclosed form of proxy to vote in
accordance with their best judgment on such matter.
COST OF SOLICITATION
The Company will bear the costs of the solicitation of proxies from its
shareholders. In addition to the use of mail, proxies may be solicited by
directors, officers and regular employees of the Company in person or by
telephone or other means of communication. The directors, officers and
employees of the Company will not be compensated additionally for the
solicitation but may be reimbursed for out-of-pocket expenses in connection
with the solicitation. Arrangements are also being made with brokerage houses
and any other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of the Company, and the Company
will reimburse the brokers, custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses.
SHAREHOLDER PROPOSALS
Proposals by shareholders intended to be presented at the 19981999 Annual
Meeting of Shareholders must be received by the Company for inclusion in the
Company's proxy statement and form of proxy relating to that meeting no later
than January 18, 1998.1999.
By Order of the Board of Directors
/s/ DAVID A. GROSSMAN
David A. Grossman, Corporate Secretary
Houston, Texas
August 18, 1997
PROXY BALTIC INTERNATIONAL USA, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 12, 1997
The undersigned hereby appoints Robert L. Knauss and James W. Goodchild the
true and lawful attorneys, agents and proxies of the undersigned with full
power of substitution for and in the name of the undersigned, to vote all the
shares of Common Stock of BALTIC INTERNATIONAL USA, INC. which the undersigned
may be entitled to vote at the Annual Meeting of Shareholders of BALTIC
INTERNATIONAL USA, INC. to be held at the University Club, Library Room, 5051
Westheimer, Post Oak Tower, Suite 355, Houston, Texas on Friday, September 12,
1997, 9:00 a.m., and any and all adjournments thereof, with all of the powers
which the undersigned would possess if personally present, for the following
purposes (the Board of Directors recommends a vote FOR each item):
1. Approval of the election of nine Directors for the terms set forth in the
attached Proxy Statement.
CLASS I
NOMINEES:
Homi M. Davier
Paul R. Gregory
Morris A. Sandler
CLASS II
NOMINEES:
James W. Goodchild
Adolf af Jochnick
Ted Reynolds
CLASS III
NOMINEES:
Jonas af Jochnick
Robert L. Knauss
Juris Padegs
[ ] FOR ALL NOMINEES
[ ] WITHHOLD ALL NOMINEES
[ ] FOR ALL NOMINEES
EXCEPT THE FOLLOWING:
_________________________________________
For Against Abstain
2. Approval and ratification of amendments to
the Articles of Incorporation [ ] [ ] [ ]
(Continued and to be signed on other side)
(Continued from other side)
For Against Abstain
3. Ratification of the selection of Arthur
Andersen as independent accountants of the
Company for the fiscal year ending
December 31, 1997. [ ] [ ] [ ]
4. Approval and ratification of an amendment to
the 1992 Equity Incentive Plan. [ ] [ ] [ ]
5. The proxies are authorized to vote as they
determine in their discretion upon such other
business as may properly come before the
meeting.
This Proxy will be voted for the choices specified. If no choice is specified
for Items 1, 2, 3 and 4, this Proxy will be voted FOR these items.
Receipt of the Notice of Annual Meeting and Proxy Statement is hereby
acknowledged.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
DATED: ___________________________________
_____________________________
(Signature)
_____________________________
(Signature if jointly held)
Please sign exactly as name
appears on stock certificate(s).
Joint owners should each sign.
Trustees and others acting in a
representative capacity should
indicate the capacity in which
they sign.28, 1998