SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange
Act of 1934
(Amentment No. )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Information Statement
TM CENTURY, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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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:
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TM CENTURY, INC.
2002 ACADEMY
DALLAS, TX 75234
1996 INFORMATION STATEMENT
TO OUR STOCKHOLDERS:
The accompanying information is being provided by the Board of Directors of
TM Century, Inc., a Delaware corporation (the "Company"), in connection with
the election by the stockholders of the Company of four directors to serve
one-year terms and until their successors are chosen and qualified.
The holders of 69.2% of the outstanding Common Stock of the Company have
agreed to execute a written consent (i) approving the election as directors
of the four nominees of the Board of Directors and (ii) ratifying the Board's
appointment of Deloitte & Touche, LLP as independent public accountants of
the Company for the fiscal year ending September 30, 1996. Under Delaware
law, such shares represent a sufficient number of shares to ensure the
election of such nominees and such ratification without the vote or consent
of any other stockholder of the Company. Delaware law permits any action
that is required to be taken, or that may be taken at any annual or special
meeting of stockholders of a Delaware corporation to be taken, without a
meeting, without prior notice and without a vote, if a written consent,
setting forth the action taken, is signed by the holders of outstanding stock
having not less than the minimum number of votes necessary to authorize such
action.
Based on the foregoing, the Board of Directors of the Company has determined
not to call an annual meeting of stockholders, and no annual meeting of
stockholders of the Company will be held in 1996. Because the election of
the four nominees is assured, the Board believes it would not be in the best
interests of the Company and its stockholders to incur the costs of holding
an annual meeting or of soliciting proxies or consents from additional
stockholders in connection with the election of directors. Stockholder
ratification of the appointment of independent public accountants is not
required by law or the Company's bylaws.
It is anticipated that the written consent of stockholders referred to above
will be executed on February 23, 1996. The Board of Directors and management
of the Company are not aware of any other action that will be authorized in
such consent.
Dallas, Texas -------------------------------------------
February 2, 1996 Neil W. Sargent, President, Chief Executive
Officer and Director
WE ARE NOT ASKING YOU FOR A PROXY OR WRITTEN CONSENT, AND YOU
ARE REQUESTED NOT TO SEND US A PROXY OR CONSENT.
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
GENERAL
Certain information regarding the directors and executive officers of the
Company is set forth below. The Company's bylaws provide that the number of
directors shall be fixed from time to time by the Board of Directors or by
the stockholders. The Board of Directors currently consists of four
directors. All directors hold office until the next annual meeting of the
stockholders and until their successors have been elected and qualified.
Vacancies existing in the Board may be filled by a majority vote of the
remaining directors. Officers of the Company serve at the discretion of the
Board of Directors.
OFFICER/DIRECTOR
NAME AGE POSITION SINCE
- ---------------------- --- ---------------------------- ----------------
Marjorie L. McIntyre 70 Chairman of the Board of August 1990
Directors and Consultant
Ann Armstrong Bellows 62 Director August 1990
Donald E. Latin 65 Director October 1990
Neil W. Sargent 64 President & CEO and Director April 1995
Janette L. Williams 31 Chief Accounting Officer and November 1995
Corporate Secretary
Robert F. Shannon, Jr. 44 Executive Vice President August 1990
Richard A. Garb 52 Vice President August 1990
Richard A. Lemmo 41 Vice President January 1995
ELECTION OF DIRECTORS
Under the Company's bylaws, the nominees for election as directors who
receive a plurality of the votes cast by stockholders are elected as
directors of the company. Cumulative voting with respect to the election of
directors is not permitted.
Section 228(a) of the Delaware General Corporation Law permits any action
that is required to be taken, or that may be taken, at any annual or special
meeting of stockholders of a Delaware corporation to be taken without a
meeting, without prior notice and without a vote, if a written consent,
setting forth the action taken, is signed by the holders of outstanding
stock having not less than the minimum number of votes necessary to authorize
such action.
Each of the four current directors of the Company, Marjorie L. McIntyre, Ann
Armstrong Bellows, Donald E. Latin and Neil W. Sargent, has been nominated by
the Board of Directors for re-election. Each nominee is expected to be
elected by written consent of the holders of a majority of the outstanding
Common Stock of the Company to be executed on February 23, 1996. Marjorie L.
McIntyre, Carol M. Peek and Ann Armstrong Bellows, who collectively hold
69.2% of the outstanding Common Stock of the Company, individually and in
their capacities as co-beneficiaries or co-trustees of the Marjorie McIntyre
Trust, have agreed to execute such written consent. See "Voting Securities
and Principal Stockholders". Under Delaware law, such shares represent a
sufficient number of shares to ensure the election of all nominees without
the vote or consent of any
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other stockholder of the Company. Pursuant to such consent, the directors
will be elected to serve until the next annual meeting of stockholders, and
until their successors have been elected and qualified. Each director has
consented to serve if elected.
No record date will be established, nor will the vote or consent of any other
stockholder be solicited, in connection with the execution of such written
consent.
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held nine meetings during fiscal 1995. Each director
attended at least 75% of the total number of meetings held by the Board and
each committee on which such director served. The company presently has a
standing Audit Committee, of which Mrs. Bellows and Mr. Latin are members,
and Compensation Committee, of which Mrs. Bellows, Mr. Latin and Mrs.
McIntyre are members. The Company does not have a standing a Nominating
Committee. The Audit Committee, which is responsible for reviewing all
financial information distributed by the Company and coordinating with the
outside independent accounting firm as to the establishment of fees for
services, held one meeting during fiscal 1995. The Compensation Committee,
which is responsible for monitoring the Company's compensation practices,
held two meetings during fiscal 1995.
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
Marjorie L. McIntyre was a founder of Century 21 Programming, Inc. ("Century
21"), a company with which the Company merged in 1990, and served as its
Chairman of the Board of Directors from 1972 to 1990. Mrs. McIntyre served as
a consultant to Century 21 from July 1990 until its October 1990 merger with
the Company, and has served as a consultant to the Company since the merger.
She was elected Chairman of the Board of Directors of the Company in 1992.
She is co-founder of Home Interiors and Gifts, a Dallas-based home
furnishings and accessories firm, having served as an officer and director
from 1958 to 1973.
Ann Armstrong Bellows is a practicing attorney and has been admitted to the
State Bars in California in 1990, New York in 1980, and Texas in 1984. Prior
to establishing her private law practice in California in 1990, she practiced
law in New York from 1979 to 1981 with Donovan, Leisure, Newton & Irvine and
Skadden, Arps, Slate, Meagher & Flom, and in Texas from 1981 through 1983.
Mrs. Bellows is co-founder and a former director of Home Interiors and Gifts,
a Dallas-based home furnishings and accessories firm.
Donald E. Latin is President of D. Latin & Company, Inc., a Dallas based
investment banking firm he founded in 1985. From 1983 to 1985, he served as
Executive Vice President and Chief Financial Officer of Dallas Federal
Savings and Loan Association. Prior thereto, he served as Senior Vice
President and Manager of the corporate finance department of the investment
banking firm of Rauscher Pierce Refsnes, Inc. in Dallas. He has previously
served as a director of several publicly-owned companies.
Neil W. Sargent, a 40 year veteran of the radio industry, joined the Company
as President and CEO in April 1995. From 1987 to 1995 he was employed by
Westwood One Radio Networks based in Valencia, California (formerly known as
Unistar which was formerly known as Transtar), where he served as Senior Vice
President of Affiliate Sales. Before joining Westwood One he was President of
Programming Consultants, Inc. in Albuquerque, New Mexico. Mr. Sargent was
elected as a director of the Company in April 1995.
Janette L. Williams, C.P.A., joined the Company in June 1995 as Controller,
was promoted to Chief Accounting Officer in November 1995 and appointed
Corporate Secretary in December 1995. She served as Controller of Scientific
Measurement Systems, Inc., also a publicly held company, from November 1993
to November 1994. From 1987 to 1992, she was employed with the international
public accounting firm of Deloitte & Touche, LLP in Dallas, Texas. She holds
a Bachelor of Science and Master of Science in Accounting from the University
of North Texas.
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Robert F. Shannon has served as Vice President of either the Company or
Century 21 for over 10 years and was appointed Executive Vice President of
the Company in November, 1994. Mr. Shannon also has over 15 years of
experience as a disc jockey and program director for radio stations in
Boston, Dallas, and Phoenix and as owner of a radio specials production
company.
Richard A. Garb (professionally known as Richie Allen), served Century 21 as
Vice President from September 1983 to August 1989, and joined the Company in
August 1990 as Vice President. From August 1989 to July 1990 he was a general
manager of FirstCom, a Dallas-based broadcast services company. He
previously served as Vice President and General Manager of KFJZ Radio, Fort
Worth and Vice President as well as General Manager of Station Research
Systems, a radio broadcast market research company.
Richard A. Lemmo has been involved in the broadcast industry since the early
1970's, as an on-air talent, in sales and management and as a consultant
before joining TM Productions, a predecessor company of TM Century, Inc., as
a regional manager. In the 1980's he was with Drake-Chenault and Radio Arts,
both format syndicators. From 1988 to 1991 he served as General Sales Manager
of Radio Etcetera, a provider of syndicated sales promotions for radio
stations. In 1991 he purchased Radio Etcetera and served as President until
it was sold in late 1994. A Certified Radio Management Consultant, he joined
the Company as Vice President in January 1995.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of
the Company's Common Stock to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in their
ownership in the Company's Common Stock. Executive officers, directors and
greater than ten-percent stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on a review of the copies of such reports furnished to the Company and
written representations that no other reports were required, the Company
believes that, during the last fiscal year, all of the Company's officers,
directors, and greater than ten-percent beneficial owners were in compliance
with the Section 16(a) filing requirements except as follows: for Neil W.
Sargent, the initial statement of beneficial ownership of securities (Form 3)
in which no transactions were reported, was filed late and the annual
statement of beneficial ownership of securities (Form 5) in which his award
of stock options in connection with his joining the Company as President and
CEO was reported was filed late;. for Ann Armstrong Bellows a Form 5 in which
one transaction was reported was filed late; for Don Latin a Form 5 in which
one transaction was reported was filed late.
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EXECUTIVE COMPENSATION
The following tables present (1) compensation paid or accrued for services
rendered in all capacities to the Company by its Chief Executive Officer, its
former Chief Executive Officer and the only other executive officer of the
Company whose salary and bonus exceeded $100,000 for the fiscal year ended
September 30, 1995 (collectively, the "Named Executive Officers"), (2)
certain information regarding options granted during the year and (3) certain
information regarding option exercises and option values.
SUMMARY COMPENSATION TABLE
| LONG TERM |
ANNUAL COMPENSATION | COMPENSATION AWARDS |
------------------------------------------------------------------------------
| SECURITIES UNDERLYING | ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) | OPTIONS(#) | COMPENSATION
- ----------------------------------------------------------------------------------------------------------------
| |
Neil W. Sargent(1) 1995 86,148 | 100,000 | -
President & CEO | |
| |
Phillip C. Turner (2) 1995 33,333 - | - | 85,000(3)
President & CEO 1994 197,633 - | 40,000 | -
1993 161,200 43,117 | 10,000 | -
| |
Richard A. Garb 1995 108,253 - | - | -
Vice President 1994 126,107 - | - | -
1993 123,353 6,467 | - | -
| |
(1) Salary from commencement of employment in April 1995. Compensation
includes a base annual salary of $180,000.
(2) Resigned from the Company in November 1994. All options terminated upon
resignation from the Company.
(3) In connection with his resignation, the Company agreed to pay Mr. Turner
$60,000 on December 1, 1994 and $25,000 on December 1, 1995 in consideration
for his one-year limited non-compete agreement and general release.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS GRANTED
SECURITIES UNDERLYING TO EMPLOYEES EXERCISE OR
BASE
NAME OPTIONS GRANTED (#)(1) IN FISCAL YEAR PRICE ($/SH) EXPIRATION DATE
- ---------------------------------------------------------------------------------------------------
Neil W. Sargent 100,000 83% $1.125 04/17/05
(1) The option is an Incentive Stock Option that vested with respect to 20%
of the shares covered thereby on the date of grant (April 17, 1995),
cumulatively with respect to an additional 15% of such shares on the first
anniversary of the grant date and vests cumulatively with respect to an
additional 15% on the second through fourth anniversaries of the grant date
and an additional 20% on the fifth anniversary. Vested portions of options
are exercisable through the expiration date of the option, subject to earlier
termination in accordance with the Plan.
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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
- ----------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY OPTIONS
UNEXERCISED
SHARES VALUE REALIZED OPTIONS AT FY-END (#) AT FY-END ($)(1)
ACQUIRED --------------------- ----------------------
NAME ON EXERCISE (#) ($) EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------------------------------------------------------------------------------
Neil W. Sargent - - 20,000/80,000 -/-
Richard A. Garb - - 19,500/10,000 -/-
(1) Options are "in the money" if the fair market value of the underlying
securities exceeds the exercise price of the option. There were no "in the
money" options at the end of fiscal year 1995. The fair market value of the
Company's Common Stock was $.97 per share on September 30, 1995.
COMPENSATION OF DIRECTORS AND EMPLOYMENT CONTRACTS
In July 1993, the Company renewed, for an additional three-year term, a
consulting agreement with Mrs. McIntyre, which provides for annual
compensation of $120,000 and the performance by Mrs. McIntyre of up to 60
hours per month of consulting services to management. Pursuant to this
agreement, as renewed, Mrs. McIntyre agreed not to compete with the Company
during the term of the agreement.
In January 1995, the Company entered into a consulting agreement for a
three-year term with Carol M. Peek which provides for annual compensation of
$60,000 and the performance of up to 140 hours per month of consulting
services to management. Pursuant to this agreement, Mrs. Peek agreed not to
compete with the Company during the term of the agreement. Mrs. Peek is the
daughter of Mrs. McIntyre and was a director of the Company until October 9,
1995.
Mr. Latin and Mrs. Bellows, the Company's two nonemployee directors, receive
monthly fees of $2,000 and $1,500, respectively, for their attendance at
Board of Directors' and committee meetings and for consulting services to the
Company on an as-needed basis. For the fiscal year ended September 30, 1995,
Mr. Latin and Mrs. Bellows received total fees of $37,000 and $23,000
respectively.
For a period of five years beginning in December 1991, a Nonqualified Stock
Option covering 2,500 shares of Common Stock is granted each December at an
exercise price of $1.20 per share (the fair market value of the Common Stock
on December 3, 1991) under the Company's 1991 Long Term Performance Incentive
Plan to each director who at the time of grant is a member of the
Compensation Committee and who is not an employee or consultant of the
Company. Mr. Latin and Mrs. Bellows have received such options each year
since 1991. Each such option has a term of ten years and vests with respect
to 20% of the shares covered thereby on the date of grant, cumulatively with
respect to an additional 30% of such shares on the first anniversary of the
grant date, and cumulatively with respect to the remaining 50% of such shares
on the second anniversary of the grant date. Directors who are not members of
the Compensation Committee are eligible to be granted Incentive Stock Options
or Nonqualified Stock Options under the Plan at the discretion of the
Committee. Neil W. Sargent, President and CEO and a director of the Company,
was granted an Incentive Stock Option under the Plan covering 100,000 shares
of Common Stock upon his election as an officer in April 1995. See the table
under the heading "Executive Compensation - Option Grants in Last Fiscal
Year" for a description of the terms of this option. Except as described in
this paragraph, the Committee did not grant any options to directors during
the fiscal year ended September 30, 1995.
In April 1995, the Company entered into a three-year employment contract with
Neil W. Sargent, President and CEO. The contract calls for a base annual
salary of $180,000 subject to upward adjustment in the discretion of the
Board or Compensation Committee, an automobile allowance, and eligibility to
participate in the Company's Bonus Plan and an additional bonus plan designed
to allow Mr. Sargent to earn additional amounts
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based on the achievement of certain financial targets. Pursuant to this
agreement, Mr. Sargent has agreed not to compete with the Company during the
term of the agreement and for one year thereafter.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
The following table sets forth (a) beneficial ownership of the Common Stock
of each director of the Company, each Named Executive Officer, all officers
and directors as a group and each person known by the Company to own
beneficially more than 5% of the Common Stock of the Company and (b) the
percentage of outstanding Common Stock of the Company owned by each of the
foregoing as of December 31, 1995 except as otherwise noted. Unless otherwise
indicated, each person and the members of the group have sole voting and
investment power with respect to the shares shown. As of December 31, 1995
there were 2,537,193 shares of Common Stock outstanding.
NUMBER OF BENEFICIALLY PERCENT
NAME AND ADDRESS OWNED SHARES OF CLASS
- ----------------------------------- ------------------------- -----------
Marjorie L. McIntyre 1,755,000 (1)(2) 69.2
2002 Academy
Dallas, TX 75234
Carol M. Peek 1,725,750 (1)(2) 68.0
2002 Academy
Dallas, TX 75234
Ann Armstrong Bellows 1,735,000 (1)(2)(3) 68.1
21500 Armstrong Road
Grass Valley, CA 95949
Neil W. Sargent 20,000 (4) *
2002 Academy
Dallas, TX 75234
Richard A. Garb 24,000 (5) 1.0
2002 Academy
Dallas, TX 75234
Donald E. Latin 15,500 (6) *
600 N. Pearl St., Ste. 2250
Dallas, TX 75201
A group, composed of Mrs. McIntyre 1,755,000 (1)(2)(7) 69.2
and Mrs. Peek and Mrs. Bellows,
as Co-Trustees of the
Marjorie McIntyre
Trust (the "Trust")
created by instrument
dated November 18,
1994 by Marjorie L.
McIntyre, as Settlor
All officers and directors as a 1,839,991 (8) 70.4
group (8 persons)
___________________________
* less than 1%
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(1) Includes 1,725,750 shares held by the Trust, which is irrevocable, of
which Mrs. Peek and Mrs. Peek's immediate family members are co-income
beneficiaries; Mrs. Peek's descendants are remainder beneficiaries; and Mrs.
Peek and Mrs. Bellows are co-Trustees. Mrs. Peek and Mrs. Bellows must act
unanimously to vote or dispose of shares held by the Trust.
(2) For purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, Mrs. McIntyre disclaims beneficial ownership of the shares held by
Mrs. Bellows and the Trust, respectively, except to the extent of her
indirect beneficial interest, as co-beneficiary of the Trust, in the shares
held by the Trust; Mrs. Peek disclaims beneficial ownership of the shares
held by Mrs. McIntyre, Mrs. Bellows, and the Trust, respectively, except to
the extent of her indirect beneficial interest, as co-beneficiary of the
Trust, in the shares held by the Trust; and Mrs. Bellows disclaims beneficial
ownership of the shares held by Mrs. McIntyre and the Trust, respectively.
(3) Includes 9,250 shares that Mrs. Bellows has the right to acquire pursuant
to presently exercisable nonqualified stock options.
(4) Mr. Sargent has the right to acquire these shares pursuant to presently
exercisable incentive stock options.
(5) Mr. Garb has the right to acquire these shares pursuant to presently
exercisable incentive stock options.
(6) Includes 9,250 shares that Mr. Latin has the right to acquire pursuant to
presently exercisable nonqualified stock options.
(7) Mrs. Peek and Mrs. Bellows, as co-Trustees of the Trust, and Mrs.
McIntyre have informally agreed to consult with one another from time to time
to determine, on a case-by-case basis, whether they will act as a group with
respect to voting or disposing of the shares respectively held by them. See
"Information Concerning the Directors and Executive Officers - Election of
Directors" for a discussion of an agreement relating to the election of
directors to which this Information Statement relates.
(8) Includes 59,375 shares and 18,500 shares that the officers and directors
have the right to acquire pursuant to presently exercisable incentive stock
options and nonqualified stock options, respectively.
Each share of Common Stock is entitled to one vote on each matter presented
to the stockholders of the Company.
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A copy of the Company's Annual Report to Stockholders is being mailed to the
stockholders with this Information Statement. The Company's Annual Report to
Stockholders contains financial statements as of September 30, 1995 and 1994
and for each of the fiscal periods ended September 30, 1995, 1994, and 1993.
A copy of the Company's 1995 Annual Report on Form 10-KSB is available to
each stockholder without charge by writing to Shareholder Relations, TM
Century, Inc., 2002 Academy, Dallas, Tx 75234.
By Order of the Board of Directors,
---------------------------------------
Neil W. Sargent
President and Chief Executive Officer
Dallas, Texas
February 2, 1996