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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
VIKING CAPITAL GROUP, INC.
(Name of Registrant as Specified In Its Charter)
William J. Fossen, President
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $No fee required.
[ ] Fee computed on table below.
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 Rule 0-11:
4) Proposed maximum aggregate value of transaction: [ ] 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:
VIKING CAPITAL GROUP, INC.
Two Lincoln Centre
5420 LBJ Freeway, Suite 300
Dallas, TX 75240
Phone: (972) 386-9996 Facsimile: (972) 386-7864
E-mail : viking@vcgi.com Web: www.vcgi.com
Dear Shareholders, December 3, 1997
By order of the Board of Directors, please find the enclosed proxy information,
proxy card, letter from the Chairman below and this notice of the annual meeting
of shareholders to be held on December 16, 1997 at 10:00AM at the Company's
corporate headquarters at Two Lincoln Centre, Suite 300, 5420 LBJ Freeway,
Dallas, TX 75240.
The Company has progressed to the finalization of its first stage of internal
structuring during the year 1996. Viking Systems, Inc. was founded as a wholly
owned subsidiary and the software program for indexing and synchronizing auto,
video and data was completed by the Viking Systems team. We received our
completed contract with Sun Microsystems October 10, 1996 licensing the Company
for the use of Sun's index media server. These areas are very important to the
Company's ability to create a seamless line between, not only our own wholly
owned subsidiaries, but our future policyholders and our client insurance
company's policyholders. This technology will be integrated into a new life
insurance company software system and all systems then integrated into our own
Web Site, allowing everyone to access their accounts via the Internet.
The consolidation of insurance companies continues to heat up in America and a
large market awaits Viking for client administration, data processing and
acquisitions. Management believes that we should not attempt to purchase any
large insurance companies until we have completed our own internal technology
abilities, or else we will only be trading places with those companies that now
must outsource, sell or merge. Secondly, we must gain recognition and enhanced
value in our stock, so that we do not have to issue such a large amount of
shares in the process of raising capital for acquisitions of insurance
companies.
Subsequent to 12/31/96, the Company has acquired a insurance administration
company and a insurance marketing company. The administration company completes
our strategic plan for providing administration for our planned purchased
insurance company, other insurance related products and companies for a fee
income. The marketing company with its 3,000 agents and $25 million a year in
premiums, sets the stage for immediate premium income. The administration
company allows the Company to choose, upon purchasing its own insurance company,
between a large operational insurance company and a non-operational company. A
large operational insurance company would require a substantial increase of our
outstanding stock. A non-operational insurance company allows us to become
licensed immediately in many states without the requirement of such a large
capital outlay, therein, fewer shares issued.
The basis of our electronic methodology is centered on the transaction business
for our own policyholders and our client companies. This method allows the
Company to earn fee income on a constant basis and is expandable to all forms of
financial and insurance products. This fee income makes the Company very
competitive as it allows the Company to off-set its own policyholder
administration costs, creating higher profits. The Company will soon be able to
allow our policyholders, client policyholders, corporate benefit plan
participants and consumers in general, to purchase a variety of products via the
Company's Internet Web Site. Technology is forthcoming in 1997 that will allow
the consumer worldwide, the ability to access the Company's Web Site at home via
their personal web enabled TV set.
We look forward to the future with great expectations and resolve in our over
all strategic plan.
Respectfully Submitted,
/s/ William J. Fossen
- ---------------------
William J. Fossen
Chairman of the Board
President and CEO
Item 1. DATE, TIME AND PLACE INFORMATION.
The annual shareholders meeting of Viking Capital Group, Inc. (the
"Company" or "Registrant") will be held at Two Lincoln Centre, 5420 LBJ Freeway,
Dallas, Texas 75240, in Suite 300, on Tuesday, December 16th, 1997 at 10:00 AM
Central time. The purpose of the meeting is to elect the Board of Directors of
the Company and conduct such other business as may properly come before the
meeting.
The principal office of the Company is located at:
Two Lincoln Centre, Suite 300
5420 LBJ Freeway, Dallas, Texas 75240
This Information Statement was mailed to all shareholders of record of
December 2, 1997, on or before December 5, 1997
1997 SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at the next annual
meeting of the Company, which is tentatively scheduled for July 15, 1998, must
be received by the Company at least 60 days prior to the release of the
Information Statement for the 1997 annual shareholders meeting. The Company
anticipates releasing the 1996 Information Statement on approximately December
3, 1996.
1996 SHAREHOLDER PROPOSALS
There have been no proposals submitted by eligible shareholders for any
actions to be taken at this annual meeting.
Item 2. REVOCABILITY OF PROXY
All proxies hereby tendered hereby shall be considered to be irrevocable
unless the shareholder shall cause a proxy of a subsequent date to be received
by the Secretary of the Company ten (10) days prior to the annual shareholders
meeting.
Item 3. DISSENTER'S RIGHT OF APPRAISAL
Any vote cast in opposition to the election of any director or of any other
proposal contained herein shall be considered to satisfy any notice requirements
with respect to appraisal rights.
Item 4. PERSONS MAKING THE SOLICITATION
The solicitation of votes for the election of Directors and adoption of
other proposals is made herein by the Registrant.
-2-
Item 5. INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
NONE
Item 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record December 2, 1997 shall be entitled to vote at the
meeting of shareholders to be held on December 16, 1997. According to the
records of its transfer agent, as of September 30, 1997 there were approximately
16,805,759 shares of Class A Common Stock of the Company outstanding which were
held by approximately 1,100 shareholders (does not include individuals having
shares held in "street name" by brokerage firms) and each share is entitled to
one vote to elect one director.
The Board of Directors will be elected by a majority vote of the shares
present at the shareholders meeting.
-3-
Set forth below is the direct ownership of the Registrant's Class A common
voting stock by management and any owner of 5% or more of the common stock of
Registrant as of September 30, 1997:
Common Shares and Percentages Owned
------------------------------------------------------------
Fully
Name Shares Owned Percent (1) Diluted (9)
- --------------- ------------ ----------- -----------
National Investors 900,000 (2) 5.4% 3.7%
Holding Corp.
William J. Fossen 3,085,750 (3) 18.4% 12.6%
Tommy L. Walker 2,200,000 (4) 13.1% 9.0%
Mary M. Pohlmeier 1,314,361 (5) 7.9% 5.3%
Robin M. Sandifer 253,833 1.5% 1.0%
Matthew W. Fossen 700,127 (6) 4.2% 2.9%
Richard W. Pryor 0 (7) 0.0% 0.0%
All Officers, Directors 8,454,071 50.3% 34.4%
and Beneficial owners
as a Group
(1) Based on 16,805,759 shares outstanding at September 30, 1997.
(2) William J. Fossen is President and 56% owner of National Investors Holding
Corporation (NIHC). All NIHC shares have been pledged to First City Bank,
Texas, Farmers Branch, Texas.
(3) Includes 1,000,000 shares which may be acquired by Mr. Fossen upon the
exercising of options at $1.00 per share. Excludes 1,300,127 shares held by
Mr. Fossen's adult children to which Mr. Fossen disclaims beneficial
ownership.
(4) Includes 1,000,000 shares which may be acquired by Mr. Walker upon the
exercising of options at $1.00. (5) Includes 515,000 shares which may be
acquired by Ms. Pohlmeier upon the exercising of options of 180,000 shares
exercisable at $1.00 per share and 335,000 shares exercisable at $1.10 per
share.
(6) Does not include 150,000 shares issued to Mr. Fossen after September 30,
1997 or 400,000 share options granted after September 30, 1997 in a five
year option exercisable at the rate of 25% per year at $1.00 per share.
(7) Does not include 150,000 shares issued to Mr. Pryor after September 30,
1997 or 400,000 share options granted after September 30, 1997 in a five
year option exercisable at the rate of 25% per year at $1.00 per share.
(8) The Company has outstanding options for approximately 5,923,674 shares
exercisable within the next twelve months and notes convertible into
approximately 1,850,000 shares for a fully diluted total of approximately
24,579,433 shares.
-4-
Item 7. DIRECTORS AND EXECUTIVE OFFICERS
The following persons will stand for re-election to the Board of Directors
of the Company by Class A shareholders at the annual meeting of shareholders:
Age Title
--- -----
William J. Fossen 59 Chairman of the Board, President and CEO
Mary M. Pohlmeier 48 Director
Robin M. Sandifer 60 Director
Matthew W. Fossen 32 Director, Chief Financial Officer, Secretary, Treasurer
Richard W. Pryor 65 Director, Executive VP Technology
Directors are elected on an annual basis. The terms for each director will
expire at the next annual meeting of shareholders or at such time as a successor
is duly elected.
There is one family relationship among the directors of the Company.
Matthew W. Fossen is the son of Chairman William J. Fossen.
The following is a biographical summary of the business experience of the
directors of the Company:
William J. Fossen has served as Chairman of the Board and President of
Viking Capital Group, Inc. since November 1989. Since March of 1982, Mr. Fossen
has served as Chairman of the Board, Chief Executive Officer and President of
National Investors Holding Corporation and its subsidiaries, a company engaged
primarily in the marketing of life and medical insurance and annuities. In
November of 1988, the operating insurance subsidiary of National Investors
Holding became insolvent and was liquidated and since such date the company has
been inactive. Mr. Fossen continues to serve as an officer and director of
National Investors Holding Corporation. Since 1969, Mr. Fossen has been engaged
in various facets of the insurance industry, including sales, asset management,
data processing and administration.
Mary M. Pohlmeier has served as a Director of the Company since October of
1991. Since June of 1987, Ms. Pohlmeier has been employed by Frito-lay, Inc. in
research and development and is presently a Technical Project Manager and
Principal Scientist where her responsibilities include the identification and
execution of strategies and designed testing for the introduction of new
products, coordination of functional support groups and supervision of
professional and technical staff on various projects.
-5-
Robin M. Sandifer has served as a director of the Company since 1997. Mr.
Sandifer holds a degree in Economics. Mr. Sandifer has had a successful career
in the food sales and distribution industry where he has been responsible for up
to $250 million in annual sales with operations in eleven processing plants. He
has been the successful owner and CEO of Tex American Food Marketing, Inc. since
1982.
Matthew W. Fossen has experience in the life and health insurance industry
and financial reporting systems. His insurance experience includes home office
operations such as new policy development, agent licensing and contracting and
premium accounting in addition to field sales experience. His financial
reporting systems experience was gained at Texas Instruments starting in 1991.
At Texas Instruments he developed specialized reporting systems for special
needs ranging from inventory analysis to multiple country sales while living in
TI location around the world including Tokyo, Nice, Dallas, and Austin. Fossen
holds an MBA from The University of North Texas where he was named outstanding
MBA candidate in finance, in addition to receiving the Financial Executive
Institute award.
Richard W. Pryor has experience in the development of integrated data
networks for private enterprise as well as the U.S. government and governments
around the world. In 1982, Pryor retired from the U.S. Airforce after being
conferred the rank of Major General by the U.S. Congress. At the time of his
retirement, he was the director of the Defense Communications System, the
worldwide communications satellite and data network for the Army, Navy and Air
Force. His organization employed 17,000 people with an annual budget of $2
billion. His Air Force career was spent flying planes such as the
B-57(Canberra), in addition to communications, research and development, and
program management. After retirement, Pryor was recruited by ITT Corporation to
become the president and general manager of its flagship company, ITT World
Communications (World Com). The company employed 2,000 and generated $250
million in annual revenue, generating more than $40 million in after tax income.
Pryor was the chief architect of a successful plan to migrate the company's
flagging telex business to private network implementation for banks and other
volume users such as American Airlines and SABRE. He orchestrated the purchase
and operated the largest electronic mail company (at the time), ITT Dialcom.
Pryor also served as successful president and general manager of Christian
Rovsing, an ITT acquisition purchased from bankruptcy. Pryor took this company
out of bankruptcy and the entity was sold in the following year after announcing
nearly $100 million in new contracts. Mr. Pryor was then recruited by EDS in
1986 to serve as executive vice president, EDS Communications Corporation. Since
1986 Mr. Pryor has been involved as an executive in several communications
related companies including International Mobile Machines Corporation, Ultranav
Corporation, and Prism Video Inc. In September 1995 Mr. Pryor also joined Value
Added Communications as president and CEO. The company had over $40 million in
debt, negative cash flow, and minimal assets. Thirty days after joining Value
Added Communications, Mr. Pryor put the company into Chapter 11. Once a buyer
committed to purchase VAC, Mr. Pryor resigned. The company was successfully sold
by the Trustee and emerged from bankruptcy in 1996.
-6-
Except as noted above, during the past five years, none of the Company's
executive officers or directors have been convicted in a criminal proceeding
(other than traffic violations and other minor offenses) or been parties to any
bankruptcy, insolvency or similar proceedings, individually, or as an executive
officer or general partner of a business in bankruptcy, insolvency or similar
proceedings.
There were eight meetings of the Board of Directors held during the 1996
fiscal year. No Director failed to be present in person or by telephone at more
than 25% of such meetings.
Item 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning cash and non-cash
compensation paid or accrued by the Company and its subsidiaries to or on behalf
of the Company's Chief Executive Officer during the four years ended December
31, 1996. No other executive officer of the Company received, or had accrued on
his or her behalf, total compensation exceeding $100,000 during such periods.
Annual Compensation
------------------------
Fiscal Other Annual All Other
Name and Principal Position Year Salary Bonus Compensation Compensation
--------------------------- ---- ------ ----- ------------ ------------
William J. Fossen (1) 1996 $89,400 (4) $-0- $-0- $-0-
President and Chief (2) 1995 $55,438 (4) $-0- $-0- $-0-
Executive Officer (3) 1994 $63,275 (4) $-0- $-0- $-0-
(1) The aggregate remuneration to William Fossen during 1996 consisted of
$89,400 in cash.
(2) The aggregate remuneration to William Fossen during 1995 consisted of
$55,438 in cash.
(3) The aggregate remuneration to William Fossen during 1994 consisted of
$63,275 in cash.
(4) The amounts above exclude accrued salaries not paid of approximately
$231,500.
-7-
The following table sets forth the options and/or stock appreciation rights
(SARs) made during the last completed fiscal year to each of the named executive
officers.
Option/SAR Grants in Last Fiscal Year
Potential
Realized Value at
Assumed Annual Alternative
Rates of Stock Price to(f)and(g):
Appreciation Grant Date
Individual Grants for Option Term Value
- -----------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (f)
Number of % of
Securities Options/
Underlying SARs
Options/ Granted to Exercise Grant
SARs Employees or Base Date
Granted in Fiscal Price Expiration Present
Name (#) Year ($/Sh) Date 5%($) 10%($) Value $
- ------------------------------------------------------------------------------------------------------
William J. Fossen None Granted in 1996
President and Chief
Executive Officer
Compensation of Directors
The Directors of the Company are not paid any fee for their services in
such capacity.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
The Company has no employment contracts with any of its present executive
officers and has no plans or arrangements with respect to payments resulting
from the resignation, retirement or any other termination of a named executive
officer's employment or from a change-in-control of the Company. The Company
does have past due salaries accumulating to the president, Mr. Fossen of
$231,500.
Item 9. INDEPENDENT PUBLIC ACCOUNTANT
King, Griffin & Adamson, P.C., has audited the Company's 12/31/96 financial
statements. King, Griffin & Adamson, P.C. also audited the Company's financial
statement for 12/31/1995. A representative of King, Griffin & Adamson P.C. will
attend the shareholder meeting and will be permitted to make a statement if
desired. He will also be available for responses to appropriate questions from
shareholders.
-8-
Item 10. FINANCIAL AND OTHER INFORMATION
The information contained in the Company's Form 10-KSB for the fiscal year
ended December 31, 1996 is incorporated herein by reference with a hardcopy
included in the mailing of this Form 14-A.
ITEM 11. VOTING PROCEDURES
Each share of common stock is entitled to one vote for each of the
proposals as contained herein and listed on the Proxy Ballot for the election of
Directors. The shareholder should vote for, against, or abstain for each of the
proposed Directors listed.
An abstention shall not count either for or against a Director or any of
the proposals. Any such form of Proxy which is executed by the shareholder in
such manner as not to withhold authority to vote for the election of a nominee
or proposal shall be deemed to grant such authority.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
VIKING CAPITAL GROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS, DECEMBER 16, 1997
The undersigned hereby appoints Matthew W. Fossen, Secretary of the
Company, as the proxy and attorney-in-fact of the undersigned, with full power
of substitution, for and in the name of the undersigned, to attend the Annual
Meeting of Shareholders of Viking Capital Group, Inc., to be held at Two Lincoln
Centre, 5420 LBJ Freeway, Suite 300, Dallas, Texas 75240, on December 16, 1997
at 10:00 AM Central time, and any and all adjournments thereof, and to vote
thereat the number of Class A shares which the undersigned would be entitled to
vote if then personally present:
ITEM I. Election of Directors as submitted:
For Against Abstain
--- ------- -------
William J. Fossen O O O
Mary M. Pohlmeier O O O
Robin M. Sandifer O O O
Matthew W. Fossen O O O
Richard W. Pryor O O O
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED
ABOVE.IF NO SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR
ITEM I.
Please read and follow the instructions on the other side of this proxy card.
-9-
The undersigned hereby revokes any proxy or proxies to vote heretofore given by
the undersigned to any persons with respect to such shares.
Dated: ___________________, 1997
- ------------------------ --------------------------
Signature of Shareholder Signature of Shareholder
- -------------------------- --------------------------
Printed Name Printed Name
PLEASE SIGN AS YOUR NAME APPEARS ON YOUR STOCK CERTIFICATE, DATE
AND RETURN PROXY TO:
Interwest Transfer Co., Inc.
P.O. Box 17136
Salt Lake City, UT 84117
-10-