CAMELOT CORPORATION
PROXY
FOR THE HOLDERS OF COMMON SHARES
THIS PROXY IS SOLICITED ON BEHALF OF CAMELOT CORPORATION
ANNUAL MEETING TO BE HELD ON DECEMBER 1, 1995 AT 10:30 A.M.
The undersigned shareholder of Camelot Corporation (the "Company") hereby
appoints Daniel Wettreich, or failing him, Jeanette P. Fitzgerald as Attorneys
and Proxies to vote all the shares of the undersigned at said Annual Meeting of
Stockholders and at all adjournments thereof, hereby ratifying and confirming
all that said Attorney and Proxies may do or cause to be done by virtue thereof.
The above-named Attorneys and Proxies are instructed to vote all the
undersigned's shares as follows:
1. THE ELECTION OF DIRECTORS:
For the Election of All Nominees Listed Below
(Except as Marked to the Contrary Below*)
Withhold Authority to Vote for All Nominees Listed Below
Daniel Wettreich, Jeanette Fitzgerald and Allan Wolfe
*(Instruction: To withhold authority to vote for an individual nominee, strike
a line through that nominee's name above.)
2. RATIFY THE SELECTION OF AUDITORS FOR APRIL 30, 1996:
To ratify the appointment of Lane Gorman & Trubitt, L.L.P. as auditors for
the fiscal year ended April 30, 1996.
AGAINST FOR ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.
Dated this ____ day of _________, 1995
____________________________________ _________________________________
Signature of Shareholder Signature of Shareholder
_____________________________________ ___________________________________
Please Print Name Please Print Name
Please date and sign exactly as your name or names appear on your stock
certificate. Joint owners should each sign personally. If signing in any
fiduciary or representative capacity, give full title as such and provide
authorization. For shares held by a corporation, please affix its corporate
seal.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
CAMELOT CORPORATION
Camelot Place
17770 Preston Road
Dallas, Texas 75252
NOTICE OF MEETING OF SHAREHOLDERS
To be Held On December 1, 1995
Notice is hereby given that the Annual Meeting of Shareholders of Camelot
Corporation (the "Company") will be held at The Westin Hotel 13340 Dallas
Parkway, Dallas, Texas 75240 on the 1st of December 1995 at 10:30 a.m., local
time, for the following purposes:
(1) To elect three directors;
(2) To ratify the appointment of auditors for the fiscal year ended April
30, 1996.
(3) To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
The accompanying Proxy Statement contains information regarding, and a more
complete description of, the items of business to be considered at the meeting.
Only shareholders of record at the close of business on October 15, 1995
are entitled to notice of, and to vote at, the Meeting of Shareholders and any
adjournment(s) thereof.
You are cordially invited to attend the meeting, but if you are unable to
do so, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED SELF ADDRESSED ENVELOPE. If you attend the meeting, you may vote in
person if you wish, whether or not you have returned the proxy. In any event, a
proxy may be revoked at any time before it is exercised.
By Order of the Board of Directors
Jeanette Fitzgerald
Corporate Secretary
Dallas, Texas
October 16, 1995
CAMELOT CORPORATION
Camelot Place
17770 Preston Road
Dallas, Texas 75252
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
To be Held December 1, 1995
This Proxy Statement is sent to shareholders of Camelot Corporation (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company for use at the Annual Meeting of Shareholders of the
Company to be held on December 1, 1995 at 10:30 a.m., local time at The Westin
Hotel 13340 Dallas Parkway, Dallas, Texas 75240 and any adjournment(s) thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders. Solicitation of proxies may be made in person or by mail,
telephone or telegraph by directors, officers, and regular employees of the
Company. The Company will also request banking institutions, brokerage firms,
custodians, nominees, and fiduciaries to forward solicitation materials to the
beneficial owners of common stock of the Company held of record by such persons,
and the Company will reimburse the forwarding expenses. The cost of
solicitation of proxies will be paid by the Company. This Proxy Statement and
the enclosed proxy are first being sent to shareholders of Camelot Corporation
on or about October 26, 1995.
REVOCATION OF PROXIES
Any Shareholders returning the accompanying proxy may revoke such proxy at any
time prior to its exercise (a) by giving written notice to the Corporate
Secretary of the Company of such revocation prior to its use, (b) by voting in
person at the meeting, or (c) by executing and filing with the Corporate
Secretary of the Company a later dated proxy.
OUTSTANDING STOCK AND CERTAIN SHAREHOLDERS
The voting securities of the Company are shares of its common stock, $0.01 par
value ("Common Stock"), each share of which entitles the holder to one vote at
the Annual Meeting of Shareholders and any adjournment(s) thereof. At October
5, 1995 there were outstanding and entitled to vote 14,270,751 shares of Common
Stock. Only shareholders of record at the close of business on October 15,
1995, are entitled to notice of, and to vote at, the Annual Meeting of
Shareholders and any adjournment(s) thereof.
The following table sets forth as of October 5, 1995 information known to
the management of the Company concerning the beneficial ownership of Common
Stock by (a) each person who is known by the Company to be the beneficial owner
of more than five percent of the shares of Common Stock outstanding, (b) each
director at that time, of the Company (including principal directors of
subsidiaries) owning Common Stock, and (c) all directors and officers of the
Company (including principal directors of subsidiaries) as a group (3 persons).
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Daniel Wettreich 7,514,665 (1)(2)(3) 43.5%
17770 Preston Road
Dallas, Texas 75252
Jeanette P. Fitzgerald 182,000 (4) *
17770 Preston Road
Dallas, Texas 75252
Allan Wolfe 30,000 (5) *
390 South River Road
Suite 5
Bedford, New Hampshire 03110
All Officers and Directors 7,726,665 (1)(2)(3)(4)(5) 44.7%
as a group (3 persons)
* Under 1%
The Wettreich Heritage Trust 920,499 5.3%
17770 Preston Road
Dallas, Texas 75252
Zara Wettreich, Separate Property 1,494,166 8.6%
17770 Preston Road
Dallas, Texas 75252
Forme Capital, Inc. 2,650,000 (3) 15.3%
17770 Preston Road
Dallas, Texas 75252
(1) 920,499 of these shares are in the name of Zara Wettreich (the wife
of Mr. Wettreich) and Hermina, Inc., (a company of which Mr.
Wettreich is a director and officer) as trustees of The Wettreich
Heritage Trust ("Trust"), a Texas trust whose beneficiaries are the
children of Mr. Wettreich. 1,494,166 of these shares are owned by
the wife of Mr. Wettreich, as her separate property. 1,000,000 of
these shares are owned by Wettreich Financial Consultants, Inc.
("WFC"), a company owned by the wife and children of Mr. Wettreich.
650,000 of these shares are owned by Forme Capital, Inc., ("Forme"),
a company of which Mr. Wettreich is a director and officer. Mr.
Wettreich has disclaimed any beneficial interest in the shares
owned by his wife, Trust, WFC, and Forme.
(2) Includes an option to purchase 1,000,000 shares granted to Mr.
Wettreich, which option is not exercised.
(3) Includes an option granted to Forme Capital, Inc., a company
affiliated with Mr. Wettreich, to purchase 2,000,000 shares, which
option is not exercised.
(4) Includes an option to purchase 175,000 shares granted to Jeanette
Fitzgerald, which option is not exercised.
(5) Includes an option to purchase 20,000 shares granted to Allan Wolfe,
which option is not exercised.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company paid management fees of $286,000 in 1995 and $290,500 in 1994
to Wettreich Financial Consultants, Inc. ("WFC"), a company affiliated with the
President of the Company. These management services consisted of the provision
of the services of the President and Corporate Secretary of Company. The
amount was determined by the time, effort, and skill required to provide these
services. The President and the Corporate Secretary of the Company were
employees of WFC during the fiscal year ended April 1995 and received no
compensation from the Company. They have since become employees of the Company.
(See Management Remuneration.)
The Company, through its previously wholly-owned subsidiary, Stock Transfer
Company of America, Inc.,("STCA") provided services during the year ended April
1994, as a securities transfer agent to companies affiliated with the President
of the Company. On April 11, 1994, STCA was sold to a private company
affiliated with the President of the Company for book value of $13,276. For the
ten months ended February 28, 1994, the Company recognized sales of
approximately $1,243 to these affiliated companies. Services as a security
transfer agent to companies affiliated with Allan Wolfe a director of the
Company were also provided. For the ten months ended February 28, 1994, the
Company recognized sales of approximately $1,807 to these affiliated companies.
During the year ended April 1995, STCA continued to provide security transfer
services to the Company and a total of $3,843 was paid by the Company for these
services. In the opinion of the Board of Directors, the terms of these
transactions was as fair to the Company as could have been made with an
unaffiliated party.
The Company leases 10,000 square feet of offices from Forme Capital, Inc.,
a company affiliated with the President of the Company. The lease is for a term
of 5 years commencing September 1993 at $8 per square foot. Total rent paid
during fiscal 1995 was $80,000. The lease agreement and transactions related
thereto were approved by a vote of the Company's shareholders.
In fiscal year 1995, the Company received loans from Forme Capital, Inc., a
company affiliated with the President of the Company in the amount totalling
$406,000. Payments of $190,000 were made on prior year loans. Total interest
paid during fiscal 1995 was $35,961.
During fiscal 1995, the Company received dividend payments from Forme
Capital, Inc., Preferred Shares Series C in the amount of $46,657.
On March 9, 1995, the Company issued 15,000 common shares valued at $22,500
to a company affiliated with the president of Camelot Distributing, Inc., one of
the Company's subsidiaries for a mailing list.
ELECTION OF DIRECTORS
The Company's Bylaws provide for a Board of Directors consisting of at
least three directors. The persons named in the enclosed form of Proxy will
vote the shares represented by such Proxy for the election of the three nominees
for directors named below. If at the time of the meeting, any of these nominees
shall have become unavailable for any reason, which event is not expected to
occur, the persons entitled to vote the Proxy will vote for such substitute
nominee or nominees, if any, as they determine in their discretion. If elected,
the nominees for director will hold office until the next annual meeting of
shareholders, or until their successors are elected and qualified. The
executive officers of the Company are elected annually at the first meeting of
the Company's Board of Directors held after each annual meeting of shareholders.
Each executive officer will hold office until their successor is elected and
qualified or until their death or resignation or until they shall have been
removed in the manner provided by the Company's Bylaws. The nominees for
directors and officers, each of whom has consented to serve if elected, are as
follows:
Director Position, if any,
Name Since Age in the Company
Daniel Wettreich 1988 44 Chairman and Chief
Executive Officer
President, Treasurer
Director
Jeanette P. Fitzgerald 1988 34 Vice President and
General Counsel
Secretary, Director
Allan S. Wolfe 1993 62 Director
Daniel Wettreich
Daniel Wettreich is Chairman and Chief Executive Officer, President and
Director of the Company since September 1988. He is also a Director and Officer
of all its subsidiaries(1)(2). From January 1985 to February 1988 he was a
founding director of Phoenix Network, Inc., a telecommunications company listed
on the American Stock Exchange. Mr. Wettreich was an executive with two
London, England merchant banks in the mid 1970's. Subsequently he was
owner/manager of a private distribution company, and thereafter Chief Financial
Officer of a $60 million retailer listed on the London Stock Exchange. He
currently holds directors positions in Forme Capital, Inc., Danzar Investment
Group, Inc., Malex, Inc., Adina, Inc., and Tussik, Inc., which are public
companies.(3) Mr. Wettreich has a Bachelor of Arts in Business Administration
from the University of Westminster, London, England.
Jeanette P. Fitzgerald
Jeanette Fitzgerald is Vice President and General Counsel, Corporate
Secretary and a Director of the Company since September 1988. She is a director
and secretary of the Company's subsidiaries(1)(2). She is a member of the State
Bar of Texas and is the Secretary for the Dallas Chapter of the American
Corporate Counsel Association. She is a Director of Forme Capital, Inc., Malex,
Inc., Adina, Inc., Tussik, Inc., and Danzar Investment Group, Inc., which are
public companies.(3) Previous to these positions, from 1987 to 1988 she worked
as a staff attorney and in the compliance department at H.D. Vest, Inc., a
holding company with subsidiaries including a securities brokerage firm. She
graduated from Texas Tech University School of Law receiving both a Doctorate of
Jurisprudence and a Masters of Business Administration in May 1986, and from the
University of Michigan with a Bachelors of Business Administration in December
1982.
Allan S. Wolfe
Allan S. Wolfe has been a Director of the Company since May, 1993. He is
Chairman and President of Database Technologies, Inc., a public company
providing database software to the insurance industry from May 1986 to the
present. He is also, since 1984, a director and Chief Executive Officer of
Pathfinder Data Group a public company. (4)
(1) A subsidiary, Camelot Entertainment, Inc., filed Chapter 7 liquidation in
January 1995.
(2) On July 27, 1995, the Resolution Trust Corporation ("RTC") excluded Mr.
Wettreich and Ms. Fitzgerald from contracting with the RTC for the period April
13, 1994 to July 27, 1995 for certifying that the Company and one of its
subsidiaries were Minority Women Owned Businesses ("MWOB") when, in the opinion
of the RTC, the company and one of its subsidiaries were not MWOB. The Company's
subsidiary ceased RTC contracting in September, 1994.
(3) Mr. Wettreich and Ms. Fitzgerald were appointed directors of Goldstar Video
Corporation in July 1993 following an investment by the Company. Goldstar Video
filed for protection from creditors pursuant to Chapter 11 in October 1993, and
has converted to a liquidation proceeding.
(4) A subsidiary of PDG, Pathfinder Data, Inc., filed for protection from
creditors under Chapter 11 and has since been converted to Chapter 7.
DIRECTORS MEETING
During the fiscal year ending April 30, 1995, the Company had forty-five
(45) directors meetings, all of which consisted of consent of directors minutes
signed by all directors. The consent minutes reflect decisions reached by all
of the directors following discussions among the directors. The Company has no
standing audit, nominating or compensation committee.
MANAGEMENT REMUNERATION
The following table lists all cash compensation exceeding $100,000 paid to
Company's executive officers for services rendered in all capacities during the
fiscal year ended April 30, 1993. No individual officer received compensation
exceeding $100,000; no bonuses were granted to any officer, nor was any
compensation deferred.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation Awards P
a
y
o
u
t
s
Restricted
Name and Other Annual Stock Optio L
Principal Year Salary Bonus Compensation Award(s) ns/ T A
Position SARs I l
P l
P O
a t
y h
o e
u r
t C
s o
m
p
e
n
s
a
t
i
o
n
1993 - - - - - - $
Daniel 1994 - - - - 1,000, -
Wettreich 1995 - - - - 00 -
Chairman (
and CEO (1) 1
)
$
(
1
)
$
(
1
)
Jeanette P. 1993 - - - - - - $
Fitzgerald 1994 - - - - 175,00 -
Vice 1995 - - - - 0 -
President, (
General 1
Counsel and )
Secretary $
(1)
(
1
)
$
(
1
)
Long-Term
<FN>(1) Daniel Wettreich and Jeanette Fitzgerald, Directors and Officers of the
Company, were employees of a company affiliated with Mr. Wettreich, which
company provided the Company with management services and was paid
$286,000, $290,500, and $287,500 for the years ended April 30, 1995, 1994,
and 1993 respectively. In July 1995, Mr. Wettreich and Ms. Fitzgerald
became employees of the Company and Mr. Wettreich entered into an
employment contract with the Company.
</FN>
Directors of the Company receive no salary for their services as such,
but are reimbursed for reasonable expenses incurred in attending meetings of the
Board of Directors.
The Company has no compensatory plans or arrangements whereby any
executive officer would receive payments from the Company or a third party upon
his resignation, retirement or termination of employment, or from a change in
control of the Company or a change in the officer's responsibilities following a
change in control, other than Mr. Wettreich.
On July 1, 1995, the Company entered into an employment contract with
Mr. Wettreich whereby he was employed as Chairman, Chief Executive Officer and
President of the Company for a period of ten years at an annual salary of
$250,000 and a cash bonus equal to 5% of the company's annual profits before
taxation. In the event of Mr. Wettreich's death during the term of the
agreement, the Company will pay annual death benefits of $250,000 for a period
of four years. Mr. Wettreich may terminate his employment after the date of a
change in control of the Company. A change in control is deemed to have
occurred if any person other than Mr. Wettreich or his family interests becomes
beneficial owner, directly or indirectly of common stock of the Company
representing 30% or more of the Company's issued and outstanding common stock or
if the Incumbent Board as defined, ceases to constitute a majority of the board
of directors. If Mr. Wettreich terminates his employment after a change of
control in the company, he shall be paid (i) the base salary and any bonuses
payable to him under the agreement or (ii) an amount equal to the product of the
annual base salary and bonus paid to Mr. Wettreich during the year preceding the
termination date multiplied by five whichever of (i) or (ii) is more. In the
circumstances whereby Mr. Wettreich terminates his employment for good reason,
as defined, he will receive payments in accordance with the payments received if
termination occurs after a change of control of the Company.
SHAREHOLDER PROPOSALS
According to Rule 14a-8 promulgated under the Securities Exchange Act
of 1934, a shareholder may require that certain proposals suggested by the
shareholders be voted upon at a shareholders meeting. Information concerning
such proposal may be submitted to the Company for inclusion in the Company's
Proxy Statement. Such proposals must be submitted to the Company before August
30, 1996 for consideration at the 1996 shareholders meeting.
MANAGEMENT PROPOSAL I
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDED
APRIL 30, 1996
The Board of Directors recommends that Lane, Gorman, Trubitt, L.L.P.
the Company's auditors for the last two fiscal years ended April 30, 1994 and
1995 be appointed auditors for 1996. The following resolution will be presented
to the meeting:
RESOLVED, that the appointment by the Board of Directors of Lane,
Gorman Trubitt, L.L.P. as independent auditors of the Company for the fiscal
year ending April 30, 1996 is hereby approved.
It is not intended that a representative of Lane Gorman & Trubitt,
L.L.P. will be present at the meeting or be available for questions.
SHAREHOLDER APPROVAL
Shareholders, representing a majority of those common shares
outstanding, and eligible to vote must return proxies to constitute a quorum,
including abstentions. A majority of those shares constituting the quorum
eligible to vote is required for approval of Management Proposal I, and for the
election of directors. There are no dissenting or appraisal rights for any of
these proposals. Any shareholder's failure to vote does not affect any rights
of appraisal as they are not applicable in these matters.
OTHER BUSINESS
The Board of Directors of the Company does not know of any other
business to be presented at the Annual Meeting. If any other matters are
properly brought before the meeting, however, it is intended that the persons
named in the accompanying form of proxy will vote such proxy in accordance with
their best judgment.
By order of the Board of Directors
Jeanette P. Fitzgerald
Corporate Secretary
Dallas, Texas
October 16, 1995