SCHEDULE 14A
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
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Cramer Inc.
(Name of Registrant as Specified In Its Charter)
________________________________________________________________
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_________________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and
state how it was determined):
_________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________
[X] Fee paid previously with preliminary materials.
[ ] 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:
______________________________________________________________
CRAMER, INC.
625 Adams Street
Kansas City, Kansas 66105
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 20, 1997
_________________________________________________________________
The Annual Meeting of Shareholders of Cramer, Inc. will be held
at the Cramer corporate headquarters, 625 Adams Street, Kansas
City, Kansas 66105, on the 20th day of May, 1997 at 2:30 p.m.
(local time) for the following purposes:
1. To elect three directors to serve until the next annual
meeting of shareholders and until their respective
successors shall have been elected and shall have
qualified.
2. To ratify the appointment of Deloitte & Touche, L.L.P.
as independent auditors of the Company for the fiscal
year commencing January 1, 1997.
3. To transact such other business as may properly come
before the meeting or any adjournments thereof.
The transfer books will not be closed. Only shareholders of
record as of the close of business on April 15, 1997 are entitled
to notice of and to vote at the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary A. Rubin
Gary A. Rubin, Secretary
Kansas City, Kansas
April 21, 1997
If you do not expect to be present at the meeting, please
complete, date and sign the enclosed proxy and return it promptly
in the enclosed, stamped envelope.
Cramer, Inc.
625 Adams Street
Kansas City, Kansas 66105
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 20, 1997
The accompanying form of proxy is solicited by the Board of
Directors of Cramer, Inc., a Kansas corporation, for use only at
the annual meeting of shareholders to be held at the Company's
corporate headquarters, 625 Adams Street, Kansas City, Kansas
66105, on the 20th day of May, 1997, at 2:30 p.m. (local time),
or any adjournments thereof. This Proxy Statement and form of
proxy are being mailed to shareholders commencing approximately
April 21, 1997.
Properly executed and dated proxies received prior to the meeting
will be voted in accordance with the instructions thereon. If no
instructions are given on the proxy with respect to the matters
to be acted upon, the shares represented by proxy will be voted
for the nominees for director designated on the proxy and for
approval of the auditors of the Company.
The Board of Directors may use the services of the Company's
directors, officers and other employees to solicit proxies
personally or by telephone and may request brokers, fiduciaries,
custodians and nominees to send proxies, proxy statements and
other material to their principals and reimburse them for their
out-of-pocket expenses in so doing. The cost of solicitation of
proxies shall be borne by the Company. A shareholder may revoke
his proxy at any time before the meeting by executing a proxy
with a later date, by giving written notice to the secretary of
the Company prior to the meeting, or by attending the meeting and
voting in person. Mere attendance at the meeting will not
constitute revocation of a proxy.
On April 15, 1997, the record date for determining shareholders
entitled to notice of and to vote at the meeting, the Company had
issued and outstanding 3,840,650 shares of common stock, each of
which is entitled to one vote on each matter to be voted on at
the meeting.
The affirmative vote of a plurality of the shares voting is
required to elect each director. The shareholders have
cumulative voting rights in electing directors. Under cumulative
voting, each shareholder has the right to as many votes as shall
equal the number of shares of stock owned by him/her times the
number of directors to be elected. A shareholder may cast all of
his/her votes for a single nominee or may distribute them among
two or more of the nominees as seen fit.
The affirmative vote of a majority of the shares voting is
required for approval of the appointment of the independent
auditors. An abstention will not be counted as a negative vote.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the ownership of the Company's
common stock by each person known to the Company to be the
beneficial owner of more than 5% of its outstanding common stock,
by individual directors and nominees for director of the Company,
and by the officers and directors of the Company as a group:
Amount and
Nature of Percent
Title of Name and Address Beneficial of
Class of Beneficial Owner Ownership(a) Class(h)
Common Stock Rotherwood Corporation(b) 2,081,236 53.9%
1400 Northland Plaza
3800 W. 80th Street
Bloomington, MN 55431
Common Stock James L. Marvin(c) 300,000 7.8%
Suite 203
155 West Lake Avenue
Colorado Springs, CO 80906
Common Stock David E. Crandall(d) 125,341 3.2%
8222 Douglas Avenue
Suite 660
Dallas, TX 75225
Common Stock James R. Zicarelli(e) 0 0%
1400 Northland Plaza
3800 W. 80th Street
Bloomington, MN 55431
Common stock Mr. James E. Workman(f) 30,000 0.8%
2245 Rockingham Drive
Troy, OH 45373
All Officers and Directors
as a Group (6 persons) 175,341(g) 4.5%
(a) Represents shares over which the designated individual has
sole investment and voting power.
(b) Rotherwood Corporation may be deemed a "parent" of the
Company by virtue of its percentage of stock ownership.
(c) Consists of 300,000 shares of common stock which are held by
Foothills Company, an affiliate of Mr. Marvin.
(d) Mr. Crandall is a Director of the Company.
(e) Mr. Zicarelli is a Director, Chairman and CEO of the Company
and an Officer of Rotherwood Corporation
(f) Mr. Workman is a Director of the Company and an employee of
Rotherwood Corporation.
(g) Includes options to purchase 20,000 shares of common stock,
which can be immediately exercised.
(h) Percentage based on common and common equivalent shares.
I. ELECTION OF DIRECTORS
It is proposed that a Board of three (3) directors be elected, to
hold office until the next annual meeting of shareholders and
until their respective successors are elected and qualified. It
is intended that the accompanying form of proxy will be voted FOR
the election of the three nominees set forth below unless
direction to the contrary is given. In the event any such
nominee is unable or declines to serve, the proxy may be voted
for the election of another person in his/her place. The Board
of Directors knows of no reason to anticipate that any such
nominee will be unable to serve or will decline to serve.
The nominees for election to the Board of Directors are as
follows:
Year First
Named
Name Age Principal Occupation Director
David E. Crandall 53 Chairman and Founder
of PPA Industries 1992
James R. Zicarelli 44 President of Rotherwood
Corporation, the Company's
majority owner and CEO
of the Company 1992
James E. Workman 47 President, Workman
Consulting International
and an employee of
Rotherwood Corporation 1994
During the fiscal year ended December 31, 1996, four meetings of
the Board of Directors of the Company were held.
The Company's Board of Directors serves as the Audit Committee.
The functions performed by the Board as Audit Committee include
review of significant financial information of the Company,
review of the scope of the audit and oversight of the audit
function, and recommendation of the appointment of the
independent auditors of the Company.
The Directors of the Company serve the same function as a
Compensation Committee. The purpose of the committee is to
establish the compensation of the executive officers of the
Company.
No director missed any meetings of the Board of Directors in
1996.
EXECUTIVE COMPENSATION
Board member James Zicarelli serves as the Company's CEO. Mr.
Zicarelli is an employee of Rotherwood Corporation and does not
receive any compensation from the Company for serving as CEO.
Mr. Zicarelli's compensation from Rotherwood is not specifically
related to Cramer's performance or the time spent by him in
Cramer management. However, the Company paid certain management
fees to Rotherwood in 1995 and 1996. See Section 12 of the
Company's annual report on Form 10-KSB being sent to shareholders
with this proxy for further discussion of Cramer's transactions
with Rotherwood. None of the Company's other executive officers'
compensation exceeded $100,000 in 1996.
COMPENSATION OF DIRECTORS
Mr. Crandall receives compensation of $1,000 per Board meeting
and is reimbursed for his expenses for attending Board
meetings. Mr. Workman is reimbursed his expenses for
attending Board meetings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
By virtue of its 54% ownership of the Company's common stock,
Rotherwood Corporation (Rotherwood) may be deemed a "parent"
of the Company. In order to provide needed capital during
1995, the Company issued 1,100,000 shares of common stock to
Rotherwood upon exercise of stock options. The option
exercise price was $0.20 per share. See Note 5 to the 1996
Financial Statements incorporated by reference herein.
Mr. James Zicarelli, Chairman of the Company's Board of
Directors, has served as the Company's CEO since February
1995. Mr. Zicarelli is an employee of Rotherwood. In 1995,
Cramer began paying fees to Rotherwood for management services
including those provided by Mr. Zicarelli. In 1995 and 1996,
the Company also paid fees to other affiliates of Rotherwood
for consultation and assistance provided in the area of Human
Resources and Labor Relations. In 1995 and 1996, certain
employees of Cramer provided operating and financial
consulting services to other subsidiaries of Rotherwood in
return for fees paid to the Company. Total amounts charged
for the foregoing services were:
1996 1995
Paid by the Company to Rotherwood
and its affiliates $102,000 $41,000
Paid to the Company by Rotherwood
and its affiliates $ 56,000 $20,000
The Company believes that the amounts charged for services
provided or received were not less favorable than those
charged by third parties.
The company participates in a combined Rotherwood credit
facility with Mark Twain Bank (see Management's Discussion and
Analysis and Note 3 to the 1996 Financial Statements
incorporated by reference herein).
EXECUTIVE OFFICERS OF THE COMPANY
Name Title Age Year First Elected
Officer
James R. Zicarelli CEO 44 1995
David C. Mettlach Vice President,
Special Markets 43 1992
Gary A. Rubin Vice President,
Finance, CFO,
Secretary &
Treasurer 39 1995
James Lockley Vice President,
Sales & Marketing 46 1996
George D. Kruse Vice President,
Operations 53 1996
No family relationship exists between any directors or
executive officers of the Company.
Based on its review of Forms 3 and 4 and amendments thereto
furnished to the Company under Rule 16a-3(d) of the Securities
and Exchange Commission during the fiscal year ended
December 31, 1996, and any Forms 5 and amendments thereto
furnished to the Company with respect to the 1996 fiscal year,
the Company is not aware of any person who, at any time during
the 1996 fiscal year, was a director, officer or beneficial
owner of more than ten percent of the Company's common stock
and who failed to file on a timely basis, as disclosed in such
Forms, the reports required by Section 16(a) of the Securities
Exchange Act of 1934 during the 1996 fiscal year or prior
years.
II. APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of Deloitte &
Touche L.L.P. as independent auditors of the Company for the
fiscal year commencing January 1, 1997. Shareholders are
requested to signify their approval or disapproval of this
appointment; however, the vote of the shareholders will be
advisory only.
The financial statements of the Company for the fiscal years
ended December 31, 1996 and 1995 were audited by Ernst &
Young, certified public accountants.
Representatives of Deloitte & Touche L.L.P. are expected to be
present at the annual meeting and are expected to be available
to respond to appropriate questions.
The Company's former auditors, Ernst & Young L.L.P., were
dismissed at the recommendation of the Audit Committee on
March 31, 1997. Ernst & Young's opinion on the Company's 1996
and 1995 financial statements was unqualified. There were no
disagreements between the Company and Ernst & Young on matters
of accounting principal or practices, financial statement
disclosure or auditing scope or procedure.
III. OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors
knows of no other business which will be presented at the
meeting. If any other matters should be properly brought
before the meeting, it is the intention of the persons named
in the accompanying form of proxy to vote on such matters in
accordance with their best judgment.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders for the annual meeting of
shareholders of the Company in 1998 must be received by the
Company for inclusion in its Proxy Statement and form of proxy
related to that meeting by December 31, 1997.
ANNUAL REPORT
A copy of the Company's annual report on Form 10-KSB is being
mailed to shareholders concurrently with this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Gary A. Rubin
Gary A. Rubin, Secretary
April 21, 1997
DOCUMENTS AND INFORMATION INCORPORATED BY REFERENCE
The financial statements of the Company for the fiscal years
ended December 31, 1996 and 1995, together with the auditor's
report thereon, meeting the requirements of Item 310 of
Regulation S-B of the Securities and Exchange Commission, and
Management's Discussion and Analysis of Financial Condition
and Results of Operations, are included in the Company's
Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996 being sent to shareholders with this Proxy
Statement and are incorporated in this Proxy Statement by
reference.