UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
PROGRESSIVE ASSET MANAGEMENT, INC.
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(Name of Registrant as Specified In Its Charter)
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(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: _______________________
(5) Total fee paid: ________________________________________________________
[ ] 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: ____________________________________________________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MARCH 22, 2002
PROGRESSIVE ASSET MANAGEMENT, INC.
1010 Oak Grove Road
Concord, California 94518
(800) 786-2998
NOTICE OF ANNUAL MEETING. To the Shareholders of Progressive Asset Management,
Inc. ("PAM"):
The Annual Meeting of the Stockholders of PAM will be held at the offices of
Progressive Asset Management, Inc., located at 1010 Oak Grove Road, Concord,
California 94518, on Friday, March 22, 2002, at 2:00 p.m., to consider the
following Proposals:
1. Election of the Board of Directors of PAM, which has seven members,
who will serve until the next annual meeting of shareholders or until
their successors are elected.
2. Ratification of the selection of Markle, Stuckey, Hardesty & Bott, as
independent auditors of PAM for the fiscal year ending June 30, 2002;
and
3. Transaction of such other business as may properly come before the
meeting and any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on February 19, 2002, as
the record date for the determination of the Stockholders entitled to notice of,
and to vote at, such meeting.
DISTRIBUTION OF THIS PROXY STATEMENT. This Proxy Statement and Proxy is being
distributed to Stockholders of PAM on or about February 5, 2002, at the
direction of PAM's Board of Directors.
WHO IS SOLICITING YOUR PROXY. This Proxy Statement is furnished in connection
with the solicitation by the Board of Directors of PAM of proxies for use at the
Annual Meeting of Stockholders of the Company to be held on March 22, 2002, at
2:00 p.m. at the offices of PAM, 1010 Oak Grove Road, Concord, California 94518,
and any adjournments of the Annual Meeting. The expense of the Board of
Directors' proxy solicitation will be borne by PAM. In addition to the
solicitation of proxies by use of the mails, some of the officers, directors,
and regular employees of PAM may solicit proxies by telephone or other means.
(None of them will receive any additional compensation for such activities.)
WHO MAY VOTE AT THE ANNUAL MEETING. There were outstanding at the close of
business on January 31, 2002, entitled to vote at the Annual Meeting, 1,239,702,
shares of common stock of PAM, and 25,000 shares of Series B Convertible
Preferred Stock, which, when combined with the Common Stock is entitled to a
vote equal to 40% of all shares cast. Only stockholders of record at the close
of business on February 19, 2002, are entitled to notice of and to vote at the
meeting. Management does not anticipate any additional shares of common stock
will be issued or retired prior to the Record Date. The proxy does not affect
the right to vote in person at the meeting, and may be revoked at any time prior
to the voting thereof. The presence in person or by proxy of the holders of
shares representing a majority of all outstanding shares will constitute a
quorum. The affirmative vote of the holders of a majority of the shares present
or represented by proxy at the meeting is required for the adoption of the
proposals described in this Proxy Statement.
Stockholders are urged to sign the accompanying form of proxy, solicited on
behalf of the Board of Directors of PAM, and to return it at once in the
envelope provided for that purpose. Proxies will be voted in accordance with the
stockholders' directions. If no direction is given, proxies will be voted in
accordance with the recommendations of the Board of Directors set forth in this
Proxy Statement. A stockholder who wishes to designate a person or persons
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to act as his or her proxy at the meeting, other than the proxies designated by
the Board of Directors, may strike out the names appearing on the enclosed form
of proxy, insert the name of any other such person or persons, sign the form and
transmit it directly to such other designated person or persons for use at the
meeting.
The votes of those shareholders present and voting and those voting by proxy
will be tallied at the meeting. A majority of the shares eligible to vote must
be represented at the meeting of shareholders either by the shareholder present
at the meeting or by person holding a valid proxy, to constitute a quorum in
order for the meeting to be called to order.
For matters that the Shareholders will be considering at the meeting, approval
of any matter properly considered at the meeting must be made by the affirmative
vote of a majority of the votes represented and voting at the meeting at which
the quorum is present. However, the number of shares voting in favor of any
matter must equal at least a majority of the required quorum for the meeting.
Abstentions and non-votes are not counted either for or against the proposal.
The candidates for election as directors receiving the highest number of
affirmative votes of the shares entitled to be voted for them, up to the number
of directors to be elected by such shares, are elected as directors. Votes
against the director and votes withheld have no legal effect.
California state law requires that certain actions be approved by a majority
vote of the outstanding shares of a class, and not the majority vote of only
those shares voting at the shareholder's meeting. Such actions include amending
the bylaws of PAM, or amending the Articles of Incorporation. No such matters
requiring a majority vote of the outstanding shares of a class are being
presented to the Shareholders by the Board.
RIGHT TO CUMULATE VOTING. You will be asked to elect the members of the Board of
Directors. There are seven seats on the Board of Directors up for election.
Therefore, for each share you hold, you have seven votes and can spread out your
votes in any combination. For example, you can cast seven votes for one
candidate or split your votes, three for one candidate and four for another.
This is right is called having "cumulative voting rights." You may cumulate your
votes when voting on any matter.
If a shareholder elects to cumulate votes, then all shareholders have the right
to cumulate votes. To exercise this right to cumulate votes, all the candidates
for director must have been placed in nomination prior the vote for director,
and a shareholder must give notice at the meeting, prior to the commencement of
voting, the shareholder's intention to cumulate votes. Votes against a director
and votes withheld will have no legal effect.
PROPOSAL 1: ELECTION OF THE BOARD OF DIRECTORS. The members of the board of
directors of PAM are elected at the annual meeting of shareholders and serve
until the next annual meeting of shareholders or until their successors are
elected. The last annual meeting was held February 22, 2001.
BIOGRAPHICAL INFORMATION ON PERSONS RECOMMENDED FOR ELECTION TO THE BOARD OF
DIRECTORS. The following persons are recommended for election to the Board of
Directors:
Peter Camejo, Chair of the Board of PAM. Peter Camejo has served as CEO and
Board member since PAM's inception in 1987. From its inception until April 1,
2001, Mr. Camejo was Chief Executive Officer of PAM. Before co-founding PAM, he
was an investment broker at Merrill Lynch and Prudential Bache. Mr. Camejo has,
in addition to his Series 7 General Securities license, a Series 24 General
Principal license, a Series 4 Options license, and a Series 3 Commodities
license.
Active in the environmental movement, Mr. Camejo has served as a member of the
Board of Directors of EarthShare and the Chair of the Council for Responsible
Public Investment. He is also a member of the Board of the Contra Costa County
Employee Retirement Association. Mr. Camejo, originally from Venezuela, is a
naturalized U.S. citizen. He is 63 years old, married and has two children.
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Catherine Cartier, Secretary, Chief Administrative Officer and Director. Ms.
Cartier joined PAM at its inception in 1987 and has served as a Board member and
Corporate Secretary since 1994. Prior to joining PAM, Ms. Cartier worked for
Lehman Brothers and Prudential Bache. Ms. Cartier earned a BA from St. Mary's
College and holds her Series 7 General Securities license, Series 24 General
Principal license, Series 53 Municipal Principal license. Ms. Cartier is 52
years old.
Eric Leenson, President, Chief Executive Officer, Chief Financial Officer and
Director. Eric Leenson has been a member of the Board since 1989. He has been
CFO since 1990, President since 1992, and became Chief Executive Officer in
2001. In his positions, he is responsible for the day-to-day oversight of the
firm's operations. He is also responsible for its financial accounting and
reporting. He holds a Series 7 General Securities license, a Series 24 General
Principal license, and a Series 4 Options license.
Mr. Leenson left his position as a financial consultant at Merrill Lynch to join
PAM in October 1987. Prior to joining Merrill Lynch, he was co-founder and long
time Managing Director of La Pena Cultural center in Berkeley, CA. Mr. Leenson
is 53 years old.
Nina Lau-Branson, Director. Ms Lau-Branson is serving her second term as a
director of PAM. After receiving her MBA in Finance from the University of
Wisconsin, Ms. Lau-Branson was employed by Price Waterhouse Coopers.
As the first Corporate Controller for Wind River Systems in Alameda, CA, Ms.
Lau-Branson was an integral part of the team that brought Wind River Systems
public. During her tenure with Wind River Systems, it grew to a company with
over $50 million in revenues and operations in over ten countries. Ms.
Lau-Branson is 45 years old.
Edward L. Price, Director. Mr. Price is serving his second term. Mr. Price is
Director and Chief Administrative Officer of FWG. Mr. Price has a BA from the
U.S. Naval Academy and a MBA from the University of California, Berkeley.
Previously a CPA with Touche Ross, Mr. Price joined FWG in 1998. Mr. Price is 50
years old.
Michael S. Wyman, Director. Mr. Wyman is a Board member of PAM, serving in his
second term. Mr. Wyman is a graduate of Pomona College, class of 1972 and
Hastings College of Law, class of 1981. He is member in good standing of the
California State Bar.
Mr. Wyman has worked as a lettuce picker, dishwasher, writer, editor, corporate
director, and CEO of It's Electric!, an electric car dealership. Before his
involvement with It's Electric, he was a private investor in the field of
socially responsible investing. Earlier he held the positions of editor,
associate director, and director for the Center for Democracy in the Americas in
Washington, D.C. Prior to his tenure at the Center, Mr. Wyman was an attorney in
private practice. Mr. Wyman is 50 years old.
Gene Valentine, Director. Gene Valentine is serving his second term on the
Board. He joined the Board in June 1998. Mr. Valentine is Chairman of the Board
and Chief Executive Officer of FWG. Mr. Valentine has a BS degree from Bethany
College and also attended the University of Vienna. Mr. Valentine is also the
President and Founder of Second Byte Foundation which provides computers to
at-risk children. Mr. Valentine is 51 years old.
Size of the Board of Directors. Under PAM's bylaws, the size of the Board of
Directors can be no smaller than six and no larger than 11. Mr. Kalman Stein has
stepped down from the Board because of his inability to participate in many of
the Board's meeting. The Board has decided to set the size of the Board at
seven, rather than have a vacancy on the Board.
REMUNERATION OF DIRECTORS AND OFFICERS.
Aggregate Annual Remuneration.
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Capacities in which Aggregate
Name Remuneration Was Received Remuneration
- ----- ------------------------- ------------
Peter Camejo Chair, CEO, Broker $15,000
Eric Leenson President, CFO, Broker $73,502
Catherine Cartier Corporate Secretary $16,131
This information was prepared on a cash basis.
Future Remuneration. Peter Camejo will receive $15,000 per year in salary. Eric
Leenson will receive $65,000 per year in salary. Catherine Cartier will receive
$15,000 per year in salary. Subsequent to the strategic alliance with FWG each
of these corporate officers is a registered representative with FWG and receives
commission income through Financial West Group, but that income is not generated
through PAM.
OWNERSHIP OF PAM'S SECURITIES.
Principal Holders of Voting Securities.
Title Name Amount of Percent of
of Class and Address Shares Class
- -------- ----------- ---------- ----------
Common Shares Peter Camejo
1010 Oak Grove Road
Concord, CA 94518 350,718 28.29
Common Shares Eric Leenson
1010 Oak Grove Road
Concord, CA 94518 78,350 6.32
Common Shares Catherine Cartier
1010 Oak Grove Road
Concord, CA 94518 20,000 1.61
Common Shares All Officers
and Directors 567,334 45.76
Series B Paradox Holdings, Inc.
Preferred 2663 Townsgate Rd.
Shares Westlake Village, CA 91361 25,000 100.0
The Series B Preferred Shares, held by Paradox Holdings, Inc., when combined
with the common stock, has voting power equal to 40% of the total shares that
can be cast. Consequently, the following is the voting power of the following
persons when factoring in the voting power of the Series B Preferred Shares:
Peter Camejo 16.97% ; Eric Leenson 3.79%, Catherine Cartier 0.96%; and all
Officers and Directors, 27.45%. The basic agreement between PAM and Paradox
Holdings, Inc., is the Purchase Agreement Among Paradox Holdings, PAM and FWG.
Under the Standstill Agreement between PAM and Paradox, until January 1, 2002,
neither party could take steps to change the relative voting power of Paradox.
Copies of these agreements are identified as Exhibits 12(a) and 6(b) to PAM's
Registration Statement on Form 10-SB, Amendment 2, filed August 9, 2000, with
the Securities and Exchange Commission and is incorporated by reference to this
Statement. The Standstill Agreement was amended effective November 1, 2001, to
extend the standstill until January 1, 2003. A copy of this amendment is
identified as Exhibit (d)(3) to PAM's Schedule TO, filed November 14, 2001,
with the Securities and Exchange Commission and is incorporated by reference to
this Statement. None of the persons listed above, hold any additional options,
warrants, or rights.
Certain holders of Non-Voting Securities.
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Title of Class Name and Address Amount of Shares Percent of Shares
- -------------- ---------------- ---------------- -----------------
Class A Preferred Lakshmima, Inc. 13,669 14.40%
36 Rosebery Ave.
Ottawa, ON K1S 1W2
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS. Peter Camejo, Chair
of the Board of Directors and Chief Executive Officer has entered into an
agreement whereby certain holders of notes of Earth Trade, Inc., in which PAM
held an interest, may exchange such notes for shares of PAM held by Mr. Camejo.
The notes are payable by PAM. This transaction is explained in more detail in
"PART II, Item 5. Recent Sales of Unregistered Securities (b) Securities Being
Offered, Shares issued in settlement with creditors of Earth Trade, Inc." of
PAM's Registration Statement on Form 10-SB, Amendment 2, filed August 9, 2000,
with the Securities and Exchange Commission, and is incorporated by reference to
this Statement
PAM entered into a lease with Mr. Camejo for the space now occupied as the
principal offices of PAM. The term of the lease ends October 1, 2002. The office
space is approximately 960 square feet. The rent, payable monthly, is $1,660,
including utilities. PAM's management believes the terms of the lease are below
market rate at the time the lease was entered into and was approved by a
majority of the disinterested members of the Board of Directors.
ADDITIONAL INFORMATION CONCERNING THE STRUCTURE OF PAM AND MEETINGS OF ITS BOARD
OF DIRECTORS. PAM does not have standing audit, nominating and compensation
committees. During PAM's last fiscal year, a total of four meetings of the board
of directors were held. The following members attended less than 75% of the
meetings of the board of directors: Gene Valentine and Kalman Stein. The
following members attended less than 75% of the committees of meetings of the
board of directors of which he is a member: none.
PROPOSAL 2: APPROVAL OF THE INDEPENDENT AUDITORS OF PAM. Approval of Markle,
Stuckey, Hardesty & Bott, as independent auditors of PAM for the year ending
June 30, 2002, will be sought at the annual meeting of shareholders and the
proxy of the shareholders for such approval is sought. The acted as independent
auditors of PAM for the preceding fiscal year. No representatives of the
independent auditors will be present at the meeting.
PROPOSAL 3: OTHER MATTERS BEFORE THE MEETING OF SHAREHOLDERS. The Board of
Directors knows of no other matters likely to be brought before the Annual
Meeting other than electing the members of the Board of Directors and approval
of the auditors of PAM . However, for routine matters and any other matters, not
now known or determined, that properly come before the meeting, or any
adjournments thereof, the persons named in the enclosed form of proxy will vote
such proxy in accordance with their best judgment in such matters pursuant to
discretionary authority granted in the Proxy.
CURRENT FINANCIAL INFORMATION. Financial information for PAM's most recent
fiscal year-end is included in its Form 10-KSB annual report filed with the
Securities and Exchange Commission on September 28, 2001. A copy of this report
was distributed to each shareholder of record at that time.
PAM WILL PROVIDE WITHOUT CHARGE TO ANY PERSON RECEIVING THIS PROXY STATEMENT A
COPY OF PAM'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING FINANCIAL STATEMENT
SCHEDULES, FOR PAM'S MOST RECENT FISCAL YEAR. SUCH REQUEST MUST BE IN WRITING
AND DIRECTED TO CATHERINE CARTIER, SECRETARY OF PAM AT PAM'S PRINCIPAL OFFICE.
Additionally, PAM has filed Forms 10-QSB quarterly report with the Securities
and Exchange Commission dated November 14, 2001, and February 5, 2002. These
quarterly reports provide financial information for the quarters ending
September 30, 2001, and December 31, 2001. These reports including financial
statement schedules, for PAM's most recent fiscal year. Such request must be in
writing and directed to Catherine Cartier, secretary of PAM at PAM's principal
office.
PROPOSALS OF STOCKHOLDERS FOR NEXT ANNUAL MEETING. Proposals of stockholders
intended to
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be presented at the next annual meeting of shareholders of PAM must be received
by PAM no later than November 22, 2002, in order to be included in the proxy
statements and the form of proxy relating to that meeting. A proposal for
consideration by shareholders that can be distributed to shareholders separately
from the proxy statement distributed by PAM, is untimely unless received by PAM
by February 5, 2002.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
PROGRESSIVE ASSET MANAGEMENT, INC.
Date: February 5, 2002 /s/
---------------------------------------
Eric Leenson, Chief Executive Officer,
President and Chief Financial Officer
Date: February 5, 2002 /s/
---------------------------------------
Catherine Cartier, Secretary
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PROGRESSIVE ASSET MANAGEMENT, INC., PROXY
The undersigned appoints Eric Leenson and Peter Camejo, and each of them, with
full power of substitution and revocation, as proxies to attend, vote, and
otherwise represent all of the shares of the undersigned of Progressive Asset
Management, Inc., ("PAM") at the meeting of the shareholders of PAM to be held
on March 22, 2002, and all adjournments thereof, with the same effect as if the
undersigned had personally voted the shares. The undersigned acknowledges
receipt of the Notice of Annual Meeting and the Proxy Statement, both dated
February 5, 2002, that accompanied this proxy. The shares represented by this
proxy shall be voted in the following manner:
Proposal 1: Election of the following persons as directors of PAM
until their respective successors shall be elected and shall
qualify:
Peter Camejo For [ ] Withhold [ ]
Catherine Cartier For [ ] Withhold [ ]
Eric Leenson For [ ] Withhold [ ]
Nina Lau-Branson For [ ] Withhold [ ]
Edward L. Price For [ ] Withhold [ ]
Michael S. Wyman For [ ] Withhold [ ]
Gene Valentine For [ ] Withhold [ ]
Proposal 2: Approval of Markle, Stuckey, Hardesty & Bott, as independent auditors For [ ]
of PAM for the coming year. Against [ ]
Abstain [ ]
Proposal 3: In their discretion, the proxies are authorized to vote For [ ]
upon matters not known to the Board of Directors, as of Against [ ]
the date of the accompanying Proxy Statement, approval of Abstain [ ]
minutes of the prior annual meeting, matters incident to the
conduct of the meeting and to vote for any nominee of the
Board whose nomination results from the inability of any of
the above-named nominees to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE ABOVE PROPOSALS. THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS YOU HAVE INDICATED ABOVE. IF
NO INDICATION HAS BEEN MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
FOR THE ABOVE NOMINEES AND PROPOSALS AND AS THE PROXIES DEEM ADVISABLE ON ANY
OTHER PROPER BUSINESS THAT MAY COME BEFORE THE MEETING.
Number and description of shares: shares of common stock of PAM.
----------------
Date: Print full name of shareholder(s):
------------------- -----------------
Individual Shareholder(s):
- ----------------------------------- ------------------------------------
Signature of Shareholder Signature of Shareholder
If other than individual Shareholder (such as corporation, trust, partnership):
- ----------------------------------- ------------------------------------
Signature Signature
Name and title of person signing: Name and title of person signing:
- ----------------------------------- ------------------------------------
INSTRUCTIONS TO SHAREHOLDER(S): Please sign exactly as your name appears on your
stock certificate. Jointly-held shares must be signed by all shareholders. If
signed by an attorney-in-fact, attach the power of attorney. If the shareholder
is other than an individual, the proxy must be signed by a person with authority
to sign. For example, for a corporation, it should be signed by the president;
for a trust, by a trustee. Please fill in the title of the person signing, if
applicable. Please return this proxy in the enclosed self-addressed, stamped
envelope.
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