W W CAPITAL CORPORATION
11990 Grant Street
Suite 400
Northglenn, Colorado 80233
The approximate mailing date of this Proxy Statement
is October 24, 1995
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 1, 1995
The accompanying proxy is furnished by W W Capital Corporation (the
"Company") in
connection with the solicitation by the Board of Directors and may be revoked
by the stockholder
at any time before it is voted by giving a written notice to the Secretary of
the Company, by
executing and delivering a proxy with a later date, or by personal withdrawal
of the proxy prior
to or at the meeting. The expense of this solicitation is to be borne by the
Company and the
Company will reimburse persons holding stock in their names or in the names of
their nominees,
for their expenses in sending proxies and proxy materials to their principals.
The Company had issued and outstanding 5,530,661 shares of common stock, par
value
$0.01 per share, as of October 20, 1995, the date the stockholders of record
entitled to vote at
the meeting was determined (the "Record Date"). Each share of common stock
entitles the
holder thereof to one vote per share on all matters acted upon at the Annual
Meeting. Neither
the Articles of Incorporation nor the Bylaws of the Company provide for
cumulative voting.
PRINCIPAL HOLDERS OF SECURITIES
The following table sets forth as of September 30, 1995, the ownership of
the Company's common
stock by each director of the Company, by each person who is known by the
Company to be the
beneficial owner of more than 5% of the Company's common stock, and by the
officers and directors
of the Company as a group:
Name and Address of Amount and Nature of Percent of Class
Beneficial Owner(1) Beneficial Ownership(2) of Common Stock
Steve D. Zamzow 67,102(3) 1.2%
Millard T. Webster 288,969(4) 5.2%
Thomas W. Hemphill 100,500(5) 1.8%
David L. Patton 676,784(6) 12.2%
Edward J. Wade 204,184(7) 3.7%
All officers and directors 1,444,389(8) 26.1%
as a group (6 persons) (See
Footnotes 1 through 10)
Apex Realty Investments, Inc. 328,241(9) 5.9%
c/o Nicholas L. Scheidt
PO Box 33724
Northglenn, CO 80233-0724
Jim D. Lawler 290,908 5.3%
R.R.
Paxton, NE 69155
Fred P. Deyoe 294,241(10) 5.3%
2210 Woodrow
Dodge City, KS 67801
Robert L. Cullinan 290,908 5.3%
HCR
Paxton, NE 69155
Jerry R. Bellar 295,000 5.3%
212 Louise Ave.
Nashville, TN 37203
(1) The business address of all officers and directors is 11990 Grant
Street, Suite 400, Northglenn,
Colorado 80233.
(2) "Beneficial ownership" is deemed to include shares for which an
individual, directly or indirectly,
has voting or investment power, or both, and shares subject to
options exercisable within 60 days
of the date hereof.
(3) Includes 66,665 shares subject to incentive stock options which
are exercisable within sixty days
of the date hereof.
(4) Includes 32,500 shares subject to incentive stock options which
are exercisable within sixty days
of the date hereof.
(5) Includes 35,500 shares subject to non-qualified stock options
which are fully vested and
exercisable.
(6) Includes 309,976 shares held in joint tenancy with Mr. Patton's
wife, 900 shares held in a trust
in which Mr. Patton has the right to vote and 37,500 shares
subject to non-qualified stock options
which are fully vested and exercisable.
(7) Includes 12,500 shares subject to non-qualified stock options
which are fully vested and
exercisable.
(8) Includes 221,165 shares subject to stock options which are
fully vested and exercisable.
(9) Includes 5,000 shares subject to non-qualified stock options
which are fully vested and exercisable.
(10) Includes 3,333 shares subject to incentive stock options which
are exercisable within sixty days
of the date hereof.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that members of the Board of Directors
shall be elected
at the Annual Stockholders' Meeting. All directors of the Company are elected
for a term of one year
and hold office until the next annual meeting of the stockholders.
The following nominees of the Company for the Board of Directors are all
currently serving on
the Board with terms expiring at the Annual Stockholders' Meeting in 1995 and
have been nominated
for reelection to the Board to serve until the Annual Stockholders' Meeting in
1996.
Year Became
Name Position(s) Age Director
David L. Patton Chairman of the Board 64 1991
Steve D. Zamzow Director, President and 47 1993
Chief Executive Officer
Millard T. Webster Director 46 1988
Thomas W. Hemphill Director 64 1991
Edward J. Wade Director 42 1993
DAVID L. PATTON was elected to the Board of Directors of the Company in
December 1991, and
Chairman of the Board in December 1993. Mr. Patton is a partner with the law
firm of Patton, Kerbs
& Hess in Dodge City, Kansas. Mr. Patton was a founder of Titan Industries,
Inc.,which is currently
operated as a wholly-owned subsidiary of the Company.
STEVE D. ZAMZOW joined the Company in 1991 and was elected as the Company's
Chief Financial
Officer in June 1992, President and Chief Executive Officer in December 1993
and elected as a Director
in December 1993 by the shareholders. From 1976 to 1991, Mr. Zamzow owned
numerous companies
and was a financial consultant for various companies. Mr. Zamzow has been
Vice President for a steel
company and has worked extensively in business workouts. From 1971 to 1974,
Mr. Zamzow was
employed by Peat, Marwick, Mitchell & Co. as an auditor. Mr. Zamzow received
his accounting
degree from the University of Nebraska.
MILLARD T. WEBSTER became a director of the Company in 1988 and has been
employed by the
Company's subsidiary, W-W Manufacturing Co., Inc. since 1962. Mr. Webster has
occupied the
positions of piecework production foreman, production manager, and Vice
President and President of
the Company's subsidiary, W-W Manufacturing Co., Inc. Mr. Webster is
currently a Vice President
for the Company's subsidiary, W-W Manufacturing Co., Inc. Mr. Webster
graduated from Evangel
College, Springfield, Missouri in 1970 with a bachelor's degree in business
administration. Mr.
Webster is the brother of Mickey J. Winfrey, Executive Vice
President-Administration, Secretary and
Treasurer of the Company.
THOMAS W. HEMPHILL became a director of the Company in December 1991. Since
1986, Mr.
Hemphill has assisted the management of the Company in corporate planning and
training. Mr.
Hemphill has been an independent business consultant since leaving the
employment of Security Pacific
Corporation in 1975 as Senior Management Advisor. Mr. Hemphill was a pioneer
in the introduction
of private mortgage insurance in the early 1960's and served as President of
Excel Investment Company
from 1966 to 1975.
EDWARD J. WADE became a director of the Company in 1993. Mr. Wade is a
practicing
Anesthesiologist of Pain Anesthesia and Control Care Services, P.A. in
Wichita, Kansas. Mr. Wade
received his M.D. from the University of Kansas School of Medicine in 1980 and
his residency and
internship through the University of Utah, School of Medicine, Salt Lake City,
Utah in 1992. Mr.
Wade then received his Chief Resident of Anesthesiology with the University of
Utah of Salt Lake City,
Utah in 1986.
The Company does not have a standing audit, compensation and nominating
committee.
The Board of Directors unanimously approved the above-named nominees for
director and
recommends a vote "for" their election.
ATTENDANCE AT BOARD MEETINGS
During the fiscal year ended June 30, 1995, the Board of Directors held
seven meetings of which
all directors attended at least 75% of the Board meetings.
EXECUTIVE OFFICERS
The officers of the Company are elected at the Board of Directors' annual
organizational meeting
immediately following the Annual Stockholders' Meeting. Such officers hold
office until their
successors are chosen and qualified or until their death, resignation or
removal. The current officers
of the Company are as follows:
Name Position(s) Age Year Became Officer
Steve D. Zamzow President, Chief 47 1992
Executive Officer and
Director
Mickey J. Winfrey Vice President- 40 1988
Administration,
Secretary and
Treasurer
Robert W. Claar Chief Financial 42 1994
Officer
STEVE D. ZAMZOW joined the Company in 1991 and was elected as the Company's
Chief Financial
Officer in June 1992, President and Chief Executive Officer in December 1993
and elected as a Director
in December 1993 by the shareholders. From 1976 to 1991, Mr. Zamzow owned
numerous companies
and was a financial consultant for various companies. Mr. Zamzow has been
Vice President for a steel
company and has worked extensively in business workouts. From 1971 to 1974,
Mr. Zamzow was
employed by Peat, Marwick, Mitchell & Co. as an auditor. Mr. Zamzow received
his accounting
degree from the University of Nebraska.
MICKEY J. WINFREY became Vice President-Administration, Secretary and
Treasurer of the
Company in 1988. Ms. Winfrey had been employed by the Company's subsidiary,
W-W Manufacturing
Co., Inc., from 1973 to 1990, where she has held positions as
secretary/receptionist, payroll clerk, head
of personnel and office manager. Ms. Winfrey is the sister of Millard T.
Webster, a director of the
Company.
ROBERT W. CLAAR joined the Company in June 1994 and was elected as the
Company's Chief
Financial Officer. Mr. Claar graduated from the University of Nebraska and
has spent sixteen years
in public accounting and was an audit partner for eight of those years. Mr.
Claar has had extensive
SEC reporting experience, as well as experience in serving manufacturing and
distribution clients. Prior
to entering public accounting, Mr. Claar owned and operated his own business
in Central Nebraska.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid or accrued
during the fiscal year ended
June 30, 1993, 1994 and 1995 to the Company's Chief Executive Officer. No
other executive officer
received cash in excess of $100,000
Summary Compensation Table
Annual Compensation
_____________________________________________________
Other
Name and Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
Steve D. Zamzow, 1995 110,000 17,000 --- 19,024 (a)
President, Chief Exec- 1994 81,766 --- --- ---
utive Officer and 1993 72,235 --- --- ---
Director
(a) Includes accrued vacation and compensated absences
accrued in prior years and paid during
June 30, 1995.
Option Grants in Fiscal Year 1995
During the fiscal year ended June 30, 1995, the Company did not grant
stock options to the
executive officers.
Aggregated Option Exercises in Fical Year 1995
The following table sets forth for the executive officer named in the
Summary Compensation
Table, information concerning each exercise of stock options during the fiscal
year ended June 30, 1995
and the value of the unexercised stock options at June 30, 1995.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Secur- Value of
Unexercised
ities Underlying In-the-Money
Shares Unexercised Options Options at
Acquired Value at June 30, 1995 June 30, 1995
on Real- Exercisable/ Exercisable/
Name Exercise ized(1) Unexercisable Unexercisable(1)
Steve D. Zamzow --- --- 66,665 (E) ---
President, Chief --- --- 83,335 (U) ---
Executive Officer
and Director
(1) The option exercise price exceeded the fair market value of the
underlying common stock on
June 30, 1995.
DIRECTORS' COMPENSATION
Members of the Board of Directors are reimbursed for all reasonable
expenses incurred in
connection with their attendance at directors' and committee meetings.
Members of the Board of
Directors, who are not employees of the Company or its subsidiaries, receive
$100 for each Board
meeting attended. Additionally, the Company grants automatic,
non-discretionary stock options to
purchase up to 10,000 shares of common stock to each of its non-employee
directors annually. This
amount is prorated based on the number of Board of Director meetings each
director attended in the
previous fiscal year.
TRANSACTIONS WITH MANAGEMENT
On June 30, 1989, W-W Land & Cattle, a partnership owned by Millard T.
Webster, a director
of the Company, Mickey J. Winfrey, an officer of the Company and Terry L.
Webster, a brother of
Mr. Millard T. Webster and Ms. Winfrey, executed a promissory note for the
amount of $96,424 in
favor of the Company's subsidiary, W-W Manufacturing Co., Inc. Interest was
payable annually at 9%
per annum and the principal was due on demand. On June 30, 1993, Ms. Winfrey
satisfied her
obligations under this note by paying to the Company the amount of $11,361.
As of June 30, 1995,
$23,028 remained payable under this note by Millard T. Webster and Terry L.
Webster.
The Company currently leases its manufacturing facility in Dodge City,
Kansas from Murle F.
Webster, father of Millard T. Webster and Mickey J. Winfrey. This lease
requires a monthly rental
payment of $5,000. This lease expired on December 31, 1994, however, it has
continued on a month
to month basis. During the fiscal year ended June 30, 1995, $60,000 was paid
by the Company under
the lease.
Millard T. Webster, a director of the Company, Mickey J. Winfrey, an
officer of the Company,
and Terry L. Webster, have each executed a promissory note in favor of the
Company for the amount
of $58,333. Each note bears interest at 9% per annum, are payable in monthly
installments of $767
and are due to be paid in full by September 30, 1997. Murle F. Webster,
lessor of the Company's
manufacturing facility, has executed an assignment of monthly rent back to the
Company under each
of these notes.
On October 26, 1992, the Company, through its wholly-owned subsidiaries,
W-W Manufacturing
Co., Inc. ("W-W Manufacturing"), and Eagle Enterprises, Inc. ("Eagle"),
entered into an exclusive two
year initial term sales and marketing agreement with Agri-Sales Associates,
Inc. ("Agri-Sales") to
market the Company's products throughout the United States. Jerry R.
Bellar, a 5.3% stockholder
of the Company, is President and a majority stockholder of Agri-Sales. During
the fiscal year ended
June 30, 1995, Agri-Sales earned commissions in the approximate amount of
$234,586 pursuant to such
agreements and the Companies owed Agri-Sales approximately $164,863 for
accrued commissions. In
April 1994, W-W Manufacturing and Eagle sent written notice to Agri-Sales that
the Companies will
not renew their sales and marketing agency agreement with Agri-Sales when the
two year initial contract
term expires on October 26, 1994 (see "Legal Proceedings" for additional
information). In conjunction
with the cancellation of the agreements, the Company is reviewing the amounts
paid or accrued to Agri-
Sales to determine if these amounts are properly owing under the sales and
marketing agreements,
therefore the amounts due Agri-Sales may vary from those referred to above.
On October 26, 1993, the Company acquired all of the outstanding stock of
Eagle in exchange
for 325,000 shares of its common stock. Eagle was owned by Jerry R. Bellar,
who is now a 5.3%
stockholder of the Company. As a result of the acquisition of Eagle, the
Company acquired a note
payable to Mr. Bellar. On January 24, 1994, Eagle agreed to become a
co-borrower with Mr. Bellar.
Said note was used to refinance Eagle's note payable to him in the amount of
$119,847. As of June
30, 1995, the outstanding balance on the note totalled $75,180 (see "Legal
Proceeding's" for other
transactions with Agri-Sales and/or Jerry Bellar).
LEGAL PROCEEDINGS
In April, 1994, W-W Manufacturing and Eagle sent written notice to
Agri-Sales that the
Companies will not renew their sales and marketing agency agreement with
Agri-Sales when the two
year initial contract term expired on October 26, 1994. Agri-Sales informed
the Company that under
the contract, W-W Manufacturing and Eagle can not terminate the sales and
marketing agreement until
May 26, 1995. On October 5, 1994, the Company filed a lawsuit in the
Sixteenth Judicial District,
Ford County, Kansas, asking the Court for declaratory judgement and a
preliminary injunction against
Agri-Sales to resolve the issue. On October 10, 1994, Agri-Sales filed an
answer and made application
for a temporary injunction against the Company. On October 20, 1994, the
District Judge denied Agri-
Sales application for a temporary injunction against the Company.
Additionally, Agri-Sales has filed
a counter claim for relief estimating damages of $500,000 to $600,000 for the
commissions Agri-Sales
would have earned for the period October 26, 1994 to April 26, 1995, (the date
Agri-Sales contends
that the contract will expire) and actual damages of $475,206. Management is
confident the court will
decide that the contracts did expire on October 26, 1994 and the actual
amounts due Agri-Sales based
upon the Company's calculation, which had been recorded in the Company's
audited financial
statements, are substantially less than the amounts claimed. This case is in
discovery and the
Company's legal counsel is unable to express an opinion on the outcome of this
case.
On December 22, 1992, The March Group, Inc. (The March Group) filed a
lawsuit against
Eagle and its former shareholders, Jerry R. Bellar (Bellar) and James Buford
(Buford). The March
Group alleges that Eagle, Bellar and Buford breached a listing contract to
sell Eagle and has requested
damages of $169,596 (Count I). The March Group has also sued the Company for
breach of a separate
agreement which the Company had made with The March Group promising to direct
all inquiries it had
regarding the purchase of Eagle through The March Group and is seeking damages
of $169,596 (Count
II). Additionally, The March Group is requesting damages against Eagle,
Bellar and the Company
under a specific Tennessee statute which would allow The March Group three
times its proven actual
damages $508,788 (Count III).
On May 6, 1994, the Chancery Court, for the State of Tennessee, entered
an order requiring
Eagle to pay the March Group $169,596 under Count I and ruled in favor of
defendants on Counts II
and III. On June 7, 1995 the court of appeals reversed the decision that
Eagle had to pay $169,596.
The case (Count I) has been remanded back to trial court for trial. The court
of appeals affirmed the
decision of the trial court on Count II and III in favor of the Company.
After the Court of Appeals
decision, Eagle filed an application for review to the Tennessee Supreme Court
asking it to reconsider
the Court of Appeals decision rejecting Eagle's claim that plaintiff violated
the Tennessee Real Estate
Broker Licensing Act, thus forfeiting any fee under the listing contract.
Trial of the remanded case to
the trial court will not begin until such time as the Tennessee Supreme Court
has decided whether to
grant Eagle's application for review. To date, the Tennessee Supreme Court
has not issued its decision.
At the closing of the sale of Eagle, the Company agreed to pay $50,000 of
the projected fee due
the March Group under its listing agreement, which is recorded in the
financial statements. Under the
terms of the Eagle sale agreement, Bellar agreed to indemnify the Company for
undisclosed liabilities
after applying a $10,000 deductible. Bellar has acknowledged that his
indemnification obligations
require him to pay Eagle for all damages in excess of $50,000 awarded to the
March Group under
Count I. The remaining amount due the March Group ($119,596) and the
receivable from Bellar have
not been recorded on the Company's audited financial statements.
At the time Eagle was purchased, Eagle was a defendant in a lawsuit filed
by Liberty Metal
Fabrications, Limited (Liberty Metals) in the State of Kentucky. The claims
against Eagle relate prior
to the acquisition of Eagle (October 26, 1992) by the Company. Liberty Metals
was claiming
approximately $91,000 from Eagle. The Company settled the claim by paying
$18,000 and returning
certain equipment to Liberty Metals.
It is Management's opinion, under the Exchange Agreement, any amounts
paid to Liberty Metals
and legal costs incurred by Eagle is to be indemnified by Bellar.
Representations were made during
the purchase of Eagle that Eagle's exposure in the Liberty Metals case was "at
worst a wash-out".
Bellar denies that Liberty Metals is covered under the indemnification
agreement.
COMPLIANCE WITH 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and
directors, and persons who own more than 10% of the registered class of the
Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange
Commission. Officers, directors and greater than 10% stockholders are
required by the Securities and
Exchange Commission regulations to furnish the Company with copies of all
forms they file pursuant
to Section 16(a).
Based solely on review of the copies of such forms furnished to the
Company, or written
representations that no Form 5's were required, the Company believes that,
during the fiscal year ended
June 30, 1995, all Section 16(a) filing requirements applicable to its
officers, directors and greater than
10% beneficial owners were complied with except one report covering stock
options granted to
Directors and Officers (pending board approval) was filed late by Messrs.
David L. Patton, Thomas
W. Hemphill, and Edward J. Wade.
ELECTION OF AUDITORS
The stockholders are being asked to elect Miller and McCollom,
Independent Certified Public
Accountants, as auditors for the Company for the fiscal year ending June 30,
1996.
The audit for the Company for the year ended June 30, 1995, was conducted
by Miller and
McCollom. A representative of such firm is expected to be present at the
Annual Meeting of
Shareholders' to answer appropriate questions, but does not intend to make a
statement.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR"
THE ELECTION OF MILLER AND MCCOLLOM AS AUDITORS FOR THE 1996 FISCAL
YEAR.
VOTE REQUIRED
The five nominees for election as directors at the Annual Meeting of
Stockholders who receive
the greatest number of votes cast for the election of directors at that
meeting by the holders of the
Company's common stock will become directors at the conclusion of the
tabulation of votes. An
affirmative vote of the holders of a majority of the Company's common stock is
necessary to elect
Miller and McCollom as auditors for the Company.
Under Nevada Law and the Company's Articles of Incorporation and By-laws,
the aggregate
number of votes entitled to be cast by all stockholders present in person or
represented by proxy at the
meeting, whether those stockholders vote "for," "against" or abstain from
voting, will be counted for
purposes of determining the minimum number of affirmative votes required for
approval of the second
and third proposals, and the total number of votes cast "for" any of these
matters will be counted for
purposes of determining whether sufficient affirmative votes have been cast.
An abstention from voting
on a matter by a stockholder present in person or represented by proxy at the
meeting has the same
legal effect as a vote "against" the matter, even though the stockholder or
interested parties analyzing
the results of the voting may interpret such a vote differently.
MANNER IN WHICH PROXIES
WILL BE VOTED
The Company proposes to vote management proxies and all unmarked proxies
for approval of
the election of each of the five nominees to the Board for the terms set forth
in this Proxy Statement.
In the event that any nominee is not available to serve as a director at the
time of the election, which
the Company has no reason to anticipate, proxies may be voted for such
substitute nominee as the
Company may propose.
The Company further proposes to vote the proxies for the election of
Miller and McCollom, as
auditors for the ensuing fiscal year.
The Board knows of no other matter to be presented at the meeting,
However, if any other
matter properly comes before the meeting, the persons named in the proxy form
enclosed will vote in
accordance with their judgment upon such matters. Stockholders who do not
expect to attend in person
are urged to execute and return the enclosed form of proxy. Moreover, it is
important that the proxies
be returned promptly.
PROPOSAL OF STOCKHOLDERS
Proposals of stockholders to be presented at the at the Company's 1996
annual meeting must be
received by the Company's Secretary at the Company's executive office no later
than 5:00 p.m. July
12, 1996 for inclusion in next year's Proxy Statement.
By Order of the Board of Directors
Mickey J. Winfrey, Secretary
Northglenn, Colorado
October 20, 1995