PAK MAIL CENTERS OF AMERICA, INC.
3033 S. Parker Road, Suite 1200
Aurora, Colorado 80014
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on May 1, 1996 at 9:00 a.m. in Aurora, Colorado
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of
Shareholders of Pak Mail Centers of America, Inc. (the "Company")
to be held at the offices of the Company, 3033 S. Parker Road,
Suite 1200, Aurora, Colorado 80014 on Wednesday, May 1, 1996 at
9:00 a.m. local time, for the following purposes:
1. To elect five directors to serve until the next Annual
Meeting of Shareholders and until the due election and
qualification of their successors.
2. To consider and act upon a proposal to ratify the
appointment of Ehrhardt Keefe Steiner & Hottman PC as independent
certified public accountants for the Company's fiscal year ending
November 30, 1996.
3. To transact such other business as may properly come
before the meeting or any adjournment(s) thereof.
The Board of Directors has fixed March 18, 1996 as the record
date for determining the shareholders of the Company entitled to
notice of and to vote at the meeting and any adjournment thereof.
Sincerely,
By:/s/ Raymond S. Goshorn
Raymond S. Goshorn, Secretary
Aurora, Colorado
March 29, 1996
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN,
DATE AND RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE.
A
RETURN ENVELOPE
IS ENCLOSED FOR THIS PURPOSE.
PAK MAIL CENTERS OF AMERICA, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Pak Mail
Centers of America, Inc., a Colorado corporation (herein called the
"Company"), to be voted at the Annual Meeting of Shareholders on
Wednesday, May 1, 1996 at the offices of the Company, 3033 S.
Parker Road, Suite 1200, Aurora, Colorado 80014.
Solicitation of proxies by mail is expected to commence on or
about March 29, 1996, and the cost thereof will be borne by the
Company. In addition to such solicitation by mail, certain of the
directors, officers and regular employees of the Company may,
without extra compensation, solicit proxies by telephone, facsimile
and personal interview. Arrangements will be made with brokerage
houses, custodians, nominees and other fiduciaries to send proxy
material to their principals, and they will be reimbursed by the
Company for postage and clerical expenses.
Shares represented by properly executed proxies will be voted
as specified. If no specifications have been given in a proxy, the
shares represented thereby will be voted FOR the election of
nominees listed herein as directors (Item 1), FOR the ratification
of Ehrhardt Keefe Steiner & Hottman PC as independent public
accountants for 1996 (Item 2) and, in the discretion of the persons
named in the proxy, on any other business that may properly come
before the meeting.
Proxies may be revoked at any time prior to the exercise
thereof by filing with the Secretary of the Company, at the
Company's principal executive offices, a written revocation or a
duly executed proxy bearing a later date. The principal executive
offices of the Company are located at 3033 S. Parker Road, Suite
1200, Aurora, Colorado 80014. For a period of at least ten days
prior to the Annual Meeting of Shareholders, a complete list of
shareholders entitled to vote at the meeting will be available for
inspection by shareholders of record during ordinary business hours
for proper purposes at the Company's principal executive offices.
Only holders of Common Stock of record on the books of the
Company at the close of business on March 18, 1996 will be entitled
to notice of and to vote at the meeting. On that date, there were
issued and outstanding 2,989,483 shares of Common Stock, par value
$.001 per share ("Common Stock"). Each holder of record of Common
Stock of the Company as of the record date will be entitled to one
vote for each share of stock registered in his name. A majority of
the shares having voting power at the meeting will constitute a
quorum for the transaction of business.
If there is a quorum for the transaction of business, the
affirmative vote of the holders of a majority of the outstanding
shares represented at the meeting, in person or by proxy, is
necessary to adopt any proposal presented at the meeting.
1. ELECTION OF DIRECTORS
Board of Directors
The Company's Articles of Incorporation and Bylaws provide
that there shall not be less than three directors, with the actual
number to be established by resolution of the Board of Directors.
The term of each director is until the following Annual Meeting of
Shareholders or until his successor shall have been elected and
qualified. At the present time, there are a total of five
directors, all of whom are to be voted on at this meeting.
The nominees for election as director have furnished to the
Company information with respect to their principal occupation or
employment, directorships in other companies and beneficial
ownership of Common Stock of the Company as of March 29, 1996,
which information is set forth below opposite their respective
names.
Any vacancy that occurs during the year may be filled by a
majority vote of the Board of Directors without any further
shareholder action. The vacancy may be filled for the remainder of
the term, which is until the following Annual Meeting of
Shareholders or until his successor shall have been elected and
qualified. There is no reason to believe that any nominees will be
unable to serve if elected, and to the knowledge of management all
nominees intend to serve the entire term for which election is
sought.
It is the intention of the persons designated as proxies on
the enclosed form of proxy, unless the proxy is marked with
contrary instructions, to vote for the election of Messrs. J. S.
Corcoran, John W. Grant, F. Edward Gustafson, John E. Kelly and
William F. White as directors to serve until the next Annual
Meeting of Shareholders and until their respective successors have
been elected and qualified.
Security Ownership of Management
The following table sets forth as of March 29, 1996, the
number of shares of Common Stock owned, directly or indirectly, by
each director of the Company (each of whom is also a nominee), the
chief executive officer and by all directors and officers as a
group:
Amount and Nature
Name of Holder <F1> of Beneficial Ownership <F2>
J. S. Corcoran 1,000 <F3>
John W. Grant 800 <F4>
F. Edward Gustafson 20,000 <F3> <F5>
John E. Kelly 12,000
William F. White 2,000
All directors and officers
as a group (7 persons) 36,800 <F3> <F5>
<FN>
<F1> Addresses are 701 Harger Road, Suite 190, Oak Brook, Illinois
60521 for all named persons other than John E. Kelly, whose
address is 3033 S. Parker Road, Suite 1200, Aurora, Colorado
80014.
<F2> Each owner has sole voting and investment power with respect
to the shares beneficially owned by him unless otherwise
stated. The shares of Common Stock indicated constitute less
than 1% of the outstanding Common Stock, except that the
shares beneficially owned by all directors and officers as a
group constitutes 1.2% of the outstanding Common Stock.
<F3> Excludes 1,800,000 shares of Common Stock owned by Pak Mail
Investment Partnership L.P. ("PMIP"). Mr. Corcoran and Mr.
Gustafson are officers, directors and shareholders of Wexford
Corporation, which exercises control over PMIP, and therefore
may be deemed to have the ability to vote or dispose of
securities owned by PMIP. Messrs. Corcoran and Gustafson
disclaim beneficial ownership of the shares of Common Stock
owned by PMIP. See "PRINCIPAL SHAREHOLDERS."
<F4> Shares owned jointly by Mr. Grant and his wife.
<F5> Includes 6,000 shares of Common Stock owned by Mr. Gustafson's
children, for whom he acts as custodian.
Information Concerning Nominees
Name, Age and Principal Occupation During
Years as Director the Last Five Years
J. S. Corcoran, 53, Executive officer of D.P. Kelly &
Director since 1989 Associates L.P., a firm offering
management services, since November,
1988; executive officer of
Envirodyne Industries, Inc., a
manufacturer of food packaging and
food service supplies, since June,
1989.
John W. Grant, 71, Retired since September, 1987; Group
Director since 1989 President of Beatrice U.S. Food
Corp., a food manufacturer and
distributor, from July, 1985 to
September, 1987.
F. Edward Gustafson, 54, Executive officer of D.P. Kelly &
Director since 1989 Associates L.P., a firm offering
management services, since November,
1988; executive officer since June,
1989, and a director since December,
1993, of Envirodyne Industries,
Inc., manufacturer of food packaging
and food service supplies; executive
officer of Viskase Corporation, a
wholly-owned subsidiary of
Envirodyne Industries, Inc., from
February, 1990 to August, 1994.
John E. Kelly, 55, Executive officer of the Company
Director since 1990 since September, 1989.
William F. White, 65, Executive officer of Whitnell & Co.,
Director since 1989 an investment advisory firm, since
January, 1988; executive officer of
Donegal, Inc., an investment
management firm, since January,
1991.
Mr. Corcoran is an executive officer and Mr. Gustafson is an
executive officer and a director of Envirodyne Industries, Inc.
("Envirodyne"). On January 7, 1993, Envirodyne and its major
domestic subsidiaries filed voluntary petitions pursuant to Chapter
11 of the United States Bankruptcy Code. On December 31, 1993,
Envirodyne consummated a plan of reorganization and emerged from
bankruptcy.
Meetings of the Board of Directors and Committees
The Company's Board of Directors met or acted by consent two
times during fiscal 1995. Each incumbent Director attended or
participated in at least seventy-five percent of the meetings or
actions of the Board held during fiscal 1995, except for Mr. Grant,
who participated in fifty percent of the meetings.
The Company has an Executive Committee, formed in
November, 1989, which presently consists of Messrs. Corcoran and
Gustafson. The Executive Committee did not meet or act by consent
during fiscal 1994. The Company has an Audit Committee, which
presently consists of Messrs. Grant and White. The Audit Committee
was recently formed and did not meet or act by consent during
fiscal 1995. The Company does not have standing nominating or
compensation committees.
MANAGEMENT
Executive Officers
The following table sets forth the name, age and position with
the Company of the executive officers of the Company.
NAME AGE POSITION
John E. Kelly 55 President and Chief
Executive Officer
P. Evan Lasky 54 Executive Vice President
and Chief Operating Officer
Raymond S. Goshorn 37 Chief Financial Officer,
Treasurer and Secretary
P. Evan Lasky has been an executive officer of the Company
since March, 1988.
Raymond S. Goshorn has been an executive officer of the
Company since December, 1988.
EXECUTIVE COMPENSATION
The following table shows all cash compensation paid by the
Company for services rendered during the fiscal year ended November
30, 1995, November 30, 1994 and November 30, 1993 to the chief
executive officer of the Company (there were no other executive
officers whose annual salary and bonus exceeded $100,000):
SUMMARY COMPENSATION TABLE
Name and
Principal Fiscal Other Annual
Position Year Salary Bonus Compensation
John E. Kelly 1995 $120,000 $21,895<F1> $7,980<F2>
President and
Chief Executive 1994 $114,600 $32,151<F1> $7,980<F2>
Officer
1993 $110,250 $31,500<F1> $7,980<F2>
________________
<FN>
<F1> Bonus was paid in the fiscal year indicated but with respect
to performance in the prior fiscal year.
<F2> The amount for each of fiscal 1995, 1994 and 1993 consists of
a $4,800 car allowance and $3,180 of country club dues.
Option/SAR Grants. The Company maintains no stock option plan
or other plan providing for stock or SAR grants. Pursuant to a
Stock Purchase Agreement dated as of July 15 1990 (the "Stock
Purchase Agreement"), the Company agreed to issue and sell, and Mr.
Kelly agreed to purchase, 4,000 shares of the Company's common
stock at a price of $.055 per share on July 15 of each of the years
1990 through 1994. To date, with the most recent purchase in
December 1992, Mr. Kelly has purchased 12,000 shares under the
Stock Purchase Agreement at an aggregate price of $33,000.
Compensation of Directors.
Members of the Board of Directors, other than members who are
also officers of the Company, are entitled to receive a fee of
$2,000 per year and $250 for each attended meeting of the Board of
Directors. In practice, the Company has not paid directors' fees.
PRINCIPAL SHAREHOLDERS
The following persons are the only persons known to the
Company who on March
29,
1996, owned beneficially more than 5% of
the Company's $0.001 par value common stock, its only class of
outstanding voting securities:
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership(1) of Class
Pak Mail Investment 1,800,000 60.2%
Partnership L.P.
701 Harger Road, Suite 190
Oak Brook, Illinois 60521
Janie M. D'Addio 188,833 (2) 6.3%
c/o Security Manufacturing
Corporation
815 S. Main Street
Grapevine, Texas 76051
__________
(1) Beneficial owners listed have sole voting and investment
power with respect to the shares shown unless otherwise indicated.
(2) Information with respect to Ms. D'Addio's Common Stock is
given to the best of the Company's knowledge.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the course of fiscal 1994, D.P. Kelly & Associates,
L.P., an affiliate of PMIP of which Mr. Corcoran and Mr. Gustafson
are officers and limited partners ("D.P. Kelly & Associates"), made
cash advances to the Company in the aggregate amount of $500,000.
On November 30, 1994, the Company discharged the $500,000
obligation through the issuance of 500 shares of its Series B
Preferred Stock. The Series B Preferred Stock has a liquidation
preference of $1,000 per share and carries an annual dividend rate
of 8%. The dividends are cumulative, with the timing of payment
dependent on the Company meeting certain earnings requirements.
The Series B Preferred Stock ranks senior to the Company's common
stock and on a parity with the Series A Preferred Stock.
The Company purchases mailboxes from Security Manufacturing
Corporation ( Security ) for resale to the Company s franchisees.
Security is controlled by Janie M. D Addio. During fiscal 1995 and
fiscal 1994, the Company made purchases in the total amounts of
$90,120 and $61,037, respectively, from Security.
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Based solely upon a review of Forms 3 and 4, if any, and
amendments thereto furnished to the Company during the year ended
November 30, 1995 and Forms 5 and amendments thereto furnished to
the Company with respect to the year ended November 30, 1995, and
upon written representations submitted to the Company by the
directors and officers of the Company, no person who, at any time
during the year ended November 30, 1995, was a director, officer or
beneficial owner or more than ten percent of the Company's Common
Stock failed to file on a timely basis reports required by Section
16(a) of the Securities Exchange Act of 1934 during the year ended
November 30, 1995.
2. RATIFICATION OF APPOINTMENT OF AUDITORS
Subject to shareholder ratification, the Board of Directors
has appointed the firm of Ehrhardt Keefe Steiner & Hottman PC as
independent certified public accountants for the Company's fiscal
year ending November 30, 1996. A representative of Ehrhardt Keefe
Steiner & Hottman PC is expected to be present at the Annual
Meeting of Shareholders, and will have the opportunity to make a
statement if they desire to do so and to respond to appropriate
questions.
On December 15, 1993, the Company notified KPMG Peat Marwick
of its dismissal as principal independent accountants for the
Company. On the same date, the Company notified Ehrhardt Keefe
Steiner & Hottman PC of its appointment as the Company's principal
independent accountants. In connection with the audits for the
four fiscal years ended November 30, 1993 and the interim periods
since the fiscal year ending November 30, 1989, there have been no
disagreements between the Company and KPMG Peat Marwick on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of KPMG Peat Marwick, would have
caused it to make reference in connection with its reports to the
subject of the disagreements. None of the reports of KPMG Peat
Marwick on the Company's financial statements for any of the four
fiscal years ended November 30, 1993 contained an adverse opinion
or a disclaimer of opinion or was qualified as to uncertainty,
audit scope, or accounting principles. The decision to change
principal independent accountants was made by the Company's Board
of Directors.
OTHER BUSINESS
So far as the Board of Directors is aware, no matters will be
presented at the Annual Meeting of Shareholders for action on the
part of the shareholders other than those stated in the notice of
this meeting.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the 1997
Annual Meeting of Shareholders must be received by the Company by
December 1, 1996 to be considered for inclusion in the proxy
statement and form of proxy relating to the 1997 meeting.
By Order of the Board of Directors
By:/s/ Raymond S. Goshorn
Raymond S. Goshorn, Secretary
March 29, 1996.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John E. Kelly, P. Evan Lasky
and Raymond S. Goshorn, and each of them, attorneys and agents with
full power of substitution to vote as proxy all the shares of
Common Stock of Pak Mail Centers of America, Inc. held of record by
the undersigned on March 18, 1996 at the 1996 Annual Meeting of
Shareholders of Pak Mail Centers of America, Inc. to be held on May
1, 1996, and at any adjournments thereof, in the manner indicated
below and in their discretion on such other matters as may properly
come before said meeting or any adjournments thereof.
This proxy will be voted as directed, or if no direction is
indicated, will be voted, in respect of Item 1, for all nominees
listed below for election as directors, and FOR Item 2. The Board
of Directors recommends a vote for all nominees listed below for
election as directors and FOR Item 2.
1. Election of Directors: J. S. Corcoran, John W. Grant, F. Edward
Gustafson, John E. Kelly, William F. White
[ ] For Directors [ ] Withheld from Directors
______________________________________
For all nominees except as noted.
FOR AGAINST ABSTAIN
2. Ratification of appointment of independent public
accountants for 1996. [ ] [ ] [ ]
If you wish to vote in accordance with the recommendations of the
Board of Directors, you may just sign and date below and mail in
the postage paid envelope provided. Specific choices may be made
above.
When signing as Executor, Administrator, Trustee or the like,
please give full title.
Signature: Date:
Signature: Date:
[Affix Label Here]
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
Pak Mail Centers of America, Inc.
(Name of Registrant as Specified in Its Charter)
Pak Mail Centers of America, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and O-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transactions
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[X] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed: