W W CAPITAL CORPORATION
3500 JFK Parkway
Suite 202
Ft. Collins, CO 80525
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 18, 1998
The Annual Meeting of the Stockholders of W W Capital Corporation (the
"Company") will be held at the Marriott Hotel, 350 East Horsetooth Rd., Ft.
Collins, Colorado, 80525, on the 18th day of December 1998, at 10:00 o'clock
A.M., local time, in the Centennial Ballroom, for the purpose of considering and
acting upon the following matters:
1. To elect five directors to hold office for the ensuing year and until
their successors are elected and qualified;
2. To approve Brock and Company as auditors for the Company for the ensuing
year; and
3. To transact such other business as may properly come before the meeting
or any adjournment.
The Company's annual report for the year ended June 30, 1998 will have
been mailed to all stockholders of record at the close of business on October
28, 1998.
The stock transfer books of the Company will not be closed, but only
stockholders of record at the close of business on October 28, 1998 will be
entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
James Alexander, Director/Secretary
Ft. Collins, Colorado
November 13, 1998
You are cordially invited to come early so that you may meet informally
with management and Board nominees. The meeting room will be open from 9:30
o'clock A.M. until the meeting time at 10:00 o'clock A.M.
IMPORTANT
IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE SIGN, DATE AND MAIL
THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES. IT IS IMPORTANT THAT THE PROXY BE RETURNED REGARDLESS OF
THE NUMBER OF SHARES OWNED.
W W CAPITAL CORPORATION
3500 JFK Parkway
Suite 202
Ft. Collins, Colorado 80525
_____________________
The approximate mailing date of this Proxy Statement
is November 13, 1998
_____________________
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
December 18, 1998
_____________________
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 5,540,661 shares of common stock,
par value $0.01 per share, as of October 28, 1998 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 October 28, 1998, 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 150,437(3) 2.72%
4112 Sherman Court
Ft. Collins, CO 80525
Millard T. Webster 278,969(4) 5.04%
1003 Central
Dodge City, KS 67801
David L. Patton 1,191,287(5) 21.50%
807 SW Terrace Ave.
Dodge City, KS 66611
Loyd T. Fredrickson 230,350 4.16%
2728 Northwest 62nd St.
Oklahoma City, OK 73112
James H. Alexander * *
762 Owl Court
Louisville, CO 80027
All officers and directors 1,851,043(6) 33.41%
as a group (5 persons) (See
Footnotes 1 through 7)
Apex Realty Investments, Inc. 305,241(7) 5.51%
c/o Nicholas L. Scheidt
P.O. Box 33724
Northglenn, CO 80233-0724
2
(1) The business address of all officers and directors is 3500 JFK Parkway,
Suite 202, Ft. Collins, Colorado 80525.
(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 150,000 shares subject to incentive stock options which are
exercisable within sixty days of the date hereof.
(4) Includes 22,500 shares subject to incentive stock options which are
exercisable within sixty days of the date hereof.
(5) Includes 57,500 shares subject to non-qualified stock options which are
fully vested and exercisable.
(6) Includes 220,000 shares subject to stock options which are fully vested
and exercisable.
(7) Includes 5,000 shares subject to non-qualified stock options which are
fully vested and exercisable.
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 1998 and have been nominated for reelection to the
Board to serve until the Annual Stockholders' Meeting in 1999.
Year Became
Name Position(s) Age Director
---- ----------- --- --------
David L. Patton Chairman of the Board 67 1991
Steve D. Zamzow Director, President, and 50 1993
Chief Executive Officer
Millard T. Webster Director 49 1988
James H. Alexander Director 59 1996
Loyd T. Fredrickson Director 79 1996
3
DAVID L. PATTON age 67, was elected to the Board of Directors of the Company in
December 1991, and Chairman of the Board in December 1993. Mr. Patton is
presently a Judge in the Court of Tax Appeals for the State of Kansas and was a
former 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 age 50, 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 was previously 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 age 49, 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.
JAMES H. ALEXANDER age 59, was elected to the Board of Directors of the Company
in November 1996. Since 1992, Mr. Alexander has been a member of the Board of
Directors of Zykronix, Inc. and former Chief Operating Officer. Mr. Alexander is
also an independent real estate broker for TDI Property Brokers. From April 1992
to November 1992, Mr. Alexander was a member of a management team of a venture
capital firm which funded a satellite communications company. Mr. Alexander is
the founder of T.D.I., Inc., a corporation engaged in consulting, fund raising,
acquisitions and mergers of hi-tech firms. Mr. Alexander has taken courses
leading toward Bachelor of Science Degree in Business Administration from
Rollins College.
LOYD T. FREDRICKSON age 79, has been nominated to become a Director of the
Company. Mr. Fredrickson was the former President and Owner of Wholesale Pump &
Supply, Inc. for over 30 years, prior to its purchase by the Company's Titan
Industries, Inc., wholly owned subsidiary of WW Capital Corporations, October
1994. From 1968 to 1982, Mr. Fredrickson also owned and operated Southern
Midwest, Inc., the company was engaged in the construction and lease trucking
business. From October 1984 to November 1996, he served as a consultant to the
water and environmental product division of Titan Industries. Mr. Fredrickson is
presently employed by North American Compressor Corporation, an Oklahoma
City-based manufacturer of high pressure breathing air compressors.
The Company does not have a standing audit, compensation, and
nominating committee. All the above functions are considered by the entire
board.
The Board of Directors unanimously approved the above-named nominees
for director and recommends a vote "for" their election.
4
ATTENDANCE AT BOARD MEETINGS
During the fiscal year ended June 30, 1998, the Board of Directors held
five meetings of which all directors attended all 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 50 1992
Executive Officer and
Director
James H. Alexander Secretary/Treasurer 59 1997
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 was previously 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.
JAMES H. ALEXANDER was elected to the Board of Directors of the Company in
November 1996. Since 1992, Mr. Alexander has been a member of the Board of
Directors of Zykronix, Inc. and is the former Chief Operating Officer. Mr.
Alexander is presently President of Isotech as well as an independent real
estate broker for TDI Property Brokers. From April 1992 to November 1992, Mr.
Alexander was a member of a management team of a venture capital firm, which
funded a satellite communications company. Mr. Alexander is the founder of
T.D.I., Inc., a corporation engaged in consulting, fund raising, acquisitions
and mergers of hi-tech firms. Mr. Alexander has taken courses leading toward
Bachelor of Science Degree in Business Administration from Rollins College.
5
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid or accrued
during the fiscal year ended June 30, 1996, 1997 and 1998 to the Company's Chief
Executive Officer. No other executive officer received cash in excess of
$100,000.
Summary Compensation Table
Annual Compensation
-----------------------------------------------------
Other
Annual All Other
Name and Principal Position Year Salary Bonus Compensation Compensation
Steve D. Zamzow, 1998 $ 119,896 $ --- $--- $4,575 (a)
President, Chief Executive 1997 $ 119,166 $ --- $--- $4,575 (a)
Officer 1996 $ 119,166 $8,526 (b) $--- $2,284 (a)
<FN>
(a) Includes accrued vacation and compensated absences earned in
prior years and paid during June 30, 1996, 1997 and 1998
respectively.
(b) Bonus amount earned prior to 1994 and paid during subsequent years.
</FN>
Option Grants in Fiscal Year 1998
During the fiscal year ended June 30, 1998, the Company did not grant
stock options to the executive officers.
Aggregated Option Exercises in Fiscal Year 1998
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, 1998 and the value of the
unexercised stock options at June 30, 1998.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying Unex- In-the-Money
Shares ercised Options Options at
Acquired at June 30, 1998 June 30, 1998
on Value Exercisable/ Exercisable/
Name Exercise Realized (1) Unexercisable Unexercisable(1)
- ---- -------- ------------ ------------- ----------------
Steve D. Zamzow --- --- 150,000 (E) $ ---
President, Chief --- --- (U) $ ---
Executive Officer
and Director
<FN>
(1) The option exercise price exceeded the fair market value of the underlying
common stock on June 30, 1998.
</FN>
6
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, a former 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, 1997, $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, 1998, $60,000 was paid by the Company under the
lease.
Millard T. Webster, a director of the Company, Mickey J. Winfrey, former 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 November 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. As of November of 1997 this note has been
paid in full.
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 4.1%
stockholder of the Company, is President and a majority stockholder of
Agri-Sales. In conjunction with the cancellation of the agreements, the
Companies owed Agri-Sales approximately $164,863 which was increased to $180,000
under a proposed settlement of a lawsuit between the Company and Agri-Sales (see
"Legal Proceeding" for additional information), of which $150,000 is still owing
on June 30, 1997. Subsequent to June 30, 1998 this lawsuit has been settled.
(See "Legal Proceedings" for additional information.)
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 4.1% stockholder of the Company. As a result of the
acquisition of Eagle, the Company acquired a
7
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. This note was paid in-full in January
1996.
At June 30, 1997, the Company has a receivable form Agri-Sales and/or Jerry
Bellar in the amount of $195,235. This balance represents accounts due to the
Company relating to the March Group, Inc. law suit and Liberty Metal
Fabrication, Limited lawsuit (see "Legal Proceeding" for additional
information). Subsequent to June 30, 1998 this lawsuit has been paid in full.
(See "Legal proceedings" for more infromation.)
LEGAL PROCEEDINGS
On December 6, 1996, WW Capital and its legal counsel, Klenda, Mitchell,
Austerman and Zuercher, a Limited Liability Company and General Partnership
filed a law suit in the U.S. District Court Wichita, Kansas against Jerry R.
Bellar, individually. WW Capital sued to recover under provisions of the
Exchange Agreement cost associated with the settlement of "People's Bank of
Hunstville v. Liberty Metals Fabricating, LTD and Eagle Enterprises." It was
management's opinion that any amounts paid to Liberty Metals, on behalf of Eagle
would be indemnified by Bellar. It was indicated during the purchase of Eagle
that Eagle's exposure in the Liberty Metals case was "at worst a wash-out".
Bellar denies that the Liberty Metal case is covered under the indemnification
agreement. WW Capital was seeking to recover approximately $53,000 relating to
the settlement of the Liberty Metals case.
In addition the Company was seeking to recover its Legal fees advanced on
behalf of Bellar relating to the March Group case. Provisions of the exchange
agreement and a letter from Mr. Bellar to the Company attorneys, Klenda,
Mitchell, Austerman and Zuercher, call for Mr. Bellar to reimburse the Company
for all legal fees expended by the Company on Mr. Bellar's behalf. Mr. Bellar
contends that the legal fees advanced on his behalf are unreasonable and denied
to reimburse the Company for these fees.
On or about March 26, 1997, the above captioned case was transferred to
the United States District Court for the Middle District of Tennessee in
Nashville. The Company has retained legal counsel of Farris, Warfield, and
Kanaday, PC in Nashville to handle the case.
On two occasions the Company had made written offers to settle the case
with Mr. Bellar. Mr. Bellar had rejected these offers and the Company asked the
court for mediation to settle the outstanding issues. As a result of the
mediation that took place in September 1998 the Company agreed to settle its
claim against Jerry R Bellar, and Bellar agreed to settle claims against the
Company. The settlement agreement provided for the cancellations of amounts due
to the Company from Bellar recorded at $167,572, and amounts payable by the
Company to Bellar of $150,000. The Company paid $20,000 to Bellar in September
1998. The accompanying financial statements reflect the amounts agreed to in the
settlement as of June 30, 1998.
8
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, 1998, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.
ELECTION OF AUDITORS
The stockholders are being asked to elect Brock and Company,
Independent Certified Public Accountants, as auditors for the Company for the
fiscal year ending June 30, 1999.
The audit for the Company for the year ended June 30, 1998, was
conducted by Brock and Company. 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 BROCK AND COMPANY AS AUDITORS FOR THE 1999 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 Brock and Company 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.
9
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
Brock and Company, 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 Company's 1999 annual
meeting must be received by the Company's Secretary, at the Company's executive
office, no later than 5:00 p.m. July 10, 1999 for inclusion in next year's Proxy
Statement.
By Order of the Board of Directors
James Alexander, Secretary
Ft. Collins, Colorado,
November 13,1998
10
PROXY WW CAPITAL CORPORATION PROXY
3500 JFK Parkway, Suite 202
Ft. Collins, CO 80525
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David L. Patton, Steve D. Zamzow and James H.
Alexander as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all shares of
common stock of WW Capital Corporation, as held of record by the undersigned on
October 28, 1998, at the annual meeting of stockholders to be held on December
18, 1998, or any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below
David L. Patton Steve D. Zamzow Millard T. Webster
James H. Alexander Loyd T. Fredrickson
(INSTRUCTION: To withhold authority to vote for an individual nominee, write
that nominee's name on the space provided below.
- --------------------------------------------------------------------------------
2. PROPOSAL to elect Brock and Company as the independent Certified Public
Accountants of the corporation.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued on reverse side)
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 &2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
Date: _______________________________, 199_______
-----------------------------------------------
Signature
-----------------------------------------------
Signature if held jointly
If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Please mark, sign, date and return this proxy promptly by using the enclosed
envelope.