Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
File by the Registrant [XX]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[] Preliminary Proxy Statement [ ] Confidential, for use of the
[XX] Definitive Proxy Statement Commission only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WORLD SERVICES, INC.
--------------------
(Name of Registrant as Specified In Its Charter)
Ronne Tarrell, President
------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate Box:)
[XX] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-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 O-11:1
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
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1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-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:
World Services, Inc. Proxy Statement
WORLD SERVICES, INC.
724 North Kline, P.O. Box 786
Aberdeen, South Dakota 57402
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on June 24, 1999
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May 25, 1999
TO THE SHAREHOLDERS OF WORLD SERVICES, INC.:
The Annual Meeting of Shareholders of World Services, Inc., a South Dakota
corporation, ("World Services" or the "Company") will be held at the Ramada Inn,
2727 Sixth Avenue Southeast, Aberdeen, South Dakota 57401 on June 24, 1999 at
2:00 p.m. local time, to consider and take action on:
1 The election of five directors to serve until the next annual meeting of
shareholders and until their successors have been elected and qualified.
2 Such other business as may properly come before the meeting, or any
adjournments or postponements thereof.
The discussion of the proposal set forth above is intended only as a
summary, and is qualified in its entirety by the information contained in the
accompanying Proxy Statement.
Only holders of record of common stock at the close of business on May 21,
1999, will be entitled to notice of and to vote at this Annual Meeting, and any
postponements or adjournments thereof.
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON AND THE
MANAGEMENT OF THE COMPANY HOPES THAT YOU WILL FIND IT CONVENIENT TO ATTEND.
Shareholders, whether or not they expect to be present at the meeting, are
requested to sign and date the enclosed proxy and return it promptly in the
envelope enclosed for that purpose. Any person giving a proxy has the power to
revoke it at any time by following the instructions provided in the Proxy
Statement.
By Order of the Board of Directors:
Ronne Tarrell, President
PLEASE DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES MAY BE
VOTED IN ACCORDANCE WITH YOUR WISHES. THE GIVING OF SUCH PROXY DOES NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
YOUR VOTE IS IMPORTANT
World Services, Inc. Proxy Statement
WORLD SERVICES, INC.
724 North Kline, P.O. Box 786
Aberdeen, South Dakota 57402
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 24, 1999
May 25, 1999
This Proxy Statement is being furnished to shareholders of World Services,
Inc. ("World Services" or the "Company") in connection with the solicitation of
proxies by and on behalf of the Company's Board of Directors for use at the
Annual Meeting of shareholders of the Company (the "Annual Meeting") and at any
adjournments or postponements thereof. The Annual Meeting will be held at 2:00
p.m. local time, at the Ramada Inn, 2727 Sixth Avenue Southeast, Aberdeen, South
Dakota 57401 on June 24, 1999. This Proxy Statement will be first mailed to the
shareholders on or about May 28, 1999.
VOTING SECURITIES
Holders of record of the Company's common stock (the "Common Stock") at the
close of business on May 21, 1999 (the "Record Date") will be entitled to vote
on all matters. On the Record Date, the Company had 2,639,697 shares of Common
Stock outstanding. The holders of shares of Common Stock are entitled to one
vote per share. The Company's voting securities include its outstanding Common
Stock.
A majority of the issued and outstanding shares of the Common Stock
entitled to vote, represented in person or by proxy, constitutes a quorum for
the transaction of business at the meeting. As described in more detail below,
if there is a quorum present:
the five nominees for the Board receiving the greatest number of
affirmative votes will be elected as directors (proposal 1)
Management may also recommend that the meeting be adjourned if a quorum is
not present. Management has not determined whether to do so, however.
Abstentions will be treated as shares present or represented and entitled
to vote for purposes of determining the presence of a quorum, but will not be
considered as votes cast in determining whether a matter has been approved by
the shareholders. Any shares a broker indicates on its proxy that it does not
have the authority to vote on any particular matter because it has not received
direction from the beneficial owner thereof will not be counted as voting on a
particular matter.
World Services, Inc. Proxy Statement
A shareholder who gives his proxy pursuant to this solicitation may revoke
it at any time before it is voted either by giving notice of the revocation
thereof to the Secretary of the Company, by filing another proxy with the
Secretary or by attending the Annual Meeting and voting in person. All properly
executed and unrevoked proxies, if received in time, will be voted in accordance
with the instructions of the beneficial owners contained thereon.
The Company will bear the cost of the solicitation. In addition to
solicitation by mail, the Company will request banks, brokers and other
custodian nominees and fiduciaries to supply proxy materials to the beneficial
owners of the Company's Common Stock for whom they hold shares and will
reimburse them for their reasonable expenses in so doing.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At May 21, 1999 (the "Record Date"), World Services had one class of
outstanding voting securities, its common stock (referred to herein as the
"Common Stock"). The following table sets forth information as of the "Record
Date" with respect to the ownership of the Common Stock for all directors,
individually, all executive officers named in the compensation table, all
executive officers and directors as a group, and all beneficial owners of more
than five percent of the Common Stock (not including shares held in the name of
known depositories, such as CEDE & Co., for the benefit of the underlying
beneficial shareholders). The following shareholders have sole voting and
investment power with respect to the shares unless indicated otherwise.
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Name & Address Amount & Nature Percent Percent
of of Beneficial of of Voting
Beneficial Owner Ownership Class Securities
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Murray Woulfe 223,450 shares(1) 8.2%
HCR 70 Box 2206
Lake George, MN 56458
(1) Ownership is direct. 155, 883 of these shares are held in escrow pursuant
to an agreement with the Director of Securities of South Dakota until, if
ever, World Services achieves net earnings per share of $0.10 for any three
year period, two of which must be consecutive.
OFFICERS & DIRECTORS
AS A GROUP (5 persons) 111,005 (11) 4.0%
Ronne Tarrell (1)(3) 3,922 shares *
Delores Bower (1)(4) 96,180 shares 3.5%
David Jorgenson (1) 1,706 shares *
Delbert Harty (1)(3) 8,726 shares *
Terry Heinz (1) 471 shares *
World Services, Inc. Proxy Statement
2
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* Less than one percent.
(1) Ownership is direct.
(2) There are no warrants outstanding by which any officer, director, or other
person has the right to purchase shares of World Services' Common Stock.
(3) These shares are held in escrow pursuant to an agreement with the Director
of Securities of South Dakota until, if ever, World Services achieves net
earnings per share of $0.10 for any three year period, two of which must be
consecutive.
(4) 8,827 of these shares are held in escrow pursuant to an agreement with the
Director of Securities of South Dakota until, if ever, World Services
achieves net earnings per share of $0.10 for any three year period, two of
which must be consecutive.
Style
StyleAll officers and directors: Includes the interests of Messrs. Tarrell,
Jorgenson, Harty, Heinz and Ms. Bower (1), (2), (3), (4), above.
The Company knows of no arrangement, the operation of which may, at a
subsequent date, result in change in control of the Company.
PROPOSAL 1-
ELECTION OF DIRECTORS
The following persons are nominated as directors of the Company for a term of
one year and until the election and qualification of their successors:
Ronne Tarrell Delores Bower David Jorgenson
Delbert Harty Terry Heinz
These persons will constitute the entire Board of Directors. The person named in
the proxy intends to vote for those nominees, each of whom has been recommended
for election by the Board of Directors of the Company, unless a shareholder
withholds authority to vote for any or all of the nominees. The five nominees
receiving the greatest number of affirmative votes will be elected as directors.
If any nominee is unable to serve or, for good cause, will not serve, the person
named in the proxy reserves the right to substitute another person of his choice
as nominee in his place. Each of the nominees has agreed to serve, if elected.
World Services, Inc. Proxy Statement
3
Identification of Directors and Executive Officers
- - --------------------------------------------------
The following table sets forth the names and ages of all the Directors and
Executive Officers of World Services, positions held by each such person, and
when such person was first elected or appointed. The directors each serve until
their successors are duly elected and qualified; officers are appointed by, and
serve at the pleasure of, the Board of Directors.
First
Elected or
Name & Age Position Appointed
---------- -------- ---------
Ronne Tarrell President, Director 1990
Age 57
Delores Bower Vice President, Director 1990
Age 55
David Jorgenson Director 1990
Age 63
Delbert Harty Director 1993
Age 59
Terry Heinz Secretary, Treasurer, Director 1993
Age 41
There are no family relationships among the officers or directors.
No arrangement exists between any of the above officers and directors
pursuant to which any one of those persons was elected to such office or
position.
Directors hold office until their successors are elected and qualified, or
until their resignation. Executive officers are elected at annual meetings of
the Board of Directors. Each such officer holds office until a successor has
been duly elected and qualified or until death, resignation or removal. No
director of the Company is a director of another company having securities
registered under Section 12 of the Securities Exchange Act of 1934 or a company
registered under the Investment Company Act of 1940.
A brief summary of the business experience of each person who is currently
an officer or director of the Company, and such person's service with the
Company is as follows:
World Services, Inc. Proxy Statement
4
RONNE TARRELL
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Mr. Tarrell has been president since 1993 and a director of World Services
since 1990. He is a licensed realtor in the State of South Dakota and since
February 1998, has been a broker-associate with Real Estate Associates in
Aberdeen, South Dakota; prior to that he owned and operated Tarrell Realty for
more than the previous five years.
DELORES BOWER
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Ms. Bower has been Vice President and a Director of World Services since
1990. She has been financial director of Midwest Paint, a privately held company
in Aberdeen, South Dakota, for more than the past five years.
DAVID JORGENSON
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Mr. Jorgenson was Secretary and Treasurer from 1993 until 1998, and a
director of World Services since 1990. Mr. Jorgenson is manager of a small
business in Aberdeen, South Dakota. For the five prior years, Mr. Jorgenson was
a state video lottery inspector for the State of South Dakota Lottery
Commission. In addition, Mr. Jorgenson manages his own investments.
DELBERT HARTY
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Mr. Harty has been a director of World Services since 1993. He has been
retired for more than the last five years, and currently manages his personal
investments. Prior to retirement he was employed as a machinist.
TERRY HEINZ
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Mr. Heinz has been a director of World Services since 1993 and
Secretary-Treasurer from 1998. At present Mr. Heinz is the account manager at
NorCom Advanced Technologies, Inc., a direct marketing firm in Aberdeen, South
Dakota. From April 1984 until October 1993 he was a sales representative for
Dial-Net, a marketing firm in Sioux Falls, South Dakota.
There are no significant employees who are not also directors or executive
officers, described above. There are no family relationships among the officers
or directors.
Meetings of the Board
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The Board of Directors held six formal meetings during the fiscal year
ended December 31, 1998 and one meeting subsequently through April 30, 1999.
Each director attended at least 75% of the formal meetings either in person or
by telephone. In addition, regular communications were maintained throughout the
year among all of the officers and directors of the Company.
World Services, Inc. Proxy Statement
5
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and officers and persons who own more than ten
percent of the Company's equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC").
Directors, officers and greater than ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) reports
filed.
Based solely on its review of the copies of the reports it received from persons
required to file, the Company believes that during the period from January 1,
1998 through April 30, 1999, all filing requirements applicable to its officers,
directors and greater than ten-percent shareholders were complied with.
EXECUTIVE COMPENSATION
Summary Compensation Table
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The following table sets forth information regarding compensation paid to the
chief executive officer and the other principal officers of World Services for
the three years ended December 31, 1998. No other person who is currently an
executive officer of World Services earned salary and bonus compensation
exceeding $100,000 during any of those years. This includes all compensation
paid to him by the Company and any subsidiary.
====================================================================================================
Annual Compensation Long Term Compensation
---------------------------------------------------------------------
Awards Payout
-----------------------------
Restricted Options LTIP All Other
Name and Position Year Salary Bonus Other Awards & SAR's Payout Compensation
- - ----------------------------------------------------------------------------------------------------
Ronne Tarrell,
Presidennt and
Chief Executive Officer 1998 $22,000 -0- -0- -0- -0- -0- -0-
1997 $22,000 -0- -0- -0- -0- -0- -0-
1996 -0- -0- -0- -0- -0- -0- -0-
====================================================================================================
Compensation Under Plans.
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World Services has no stock option plan, stock bonus plan, other
compensatory plan or arrangement, or employee benefit plan for employees,
consultants, officers, or directors.
World Services, Inc. Proxy Statement
6
Long Term Incentive Compensation Plans, Defined Benefit and Actuarial Plans
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World Services has no long term incentive compensation plans, defined
benefit plans, or actuarial plans. There are no plans to pay bonuses or deferred
compensation to employees of the Company. The Company has not adopted any
medical, life or other insurance plan for its employees.
Compensation of Directors
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World Services paid its directors $150 per directors' meeting attended for
their services for a total of ten meetings that were held during fiscal 1997 and
six meetings during fiscal 1998. In addition, officers and directors may receive
reimbursement for out-of-pocket expenses incurred by them in connection with the
business of World Services.
World Services has no other arrangements pursuant to which it compensates
its directors for acting in their capacities as such.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no transactions between officers, directors and significant
shareholders of the Company except as described elsewhere herein.
PROPOSALS FROM SHAREHOLDERS
Proposals from shareholders intended to be present at the next Annual
Meeting of shareholders should be addressed to the Company at World Services,
Inc., Attention: Corporate Secretary, 724 North Kline, P.O. Box 786, Aberdeen,
South Dakota 57402-0786 and must be received by the Company by January 2, 2000.
Upon receipt of any such proposal, the Company shall determine whether or not to
include any such proposal in the Proxy Statement and proxy in accordance with
applicable law. It is suggested that such proposals be forwarded by Certified
Mail-Return Receipt Requested.
ANNUAL REPORT TO SHAREHOLDERS
This proxy statement is being accompanied by the Company's annual report to
shareholders. The annual report to shareholders does include the audited
financial statements for the Company.
ANNUAL REPORT ON FORM 10-KSB AND QUARTERLY REPORT ON FORM 10-QSB
The Company's Annual Report on Form 10-KSB for the year ended December 31,
1998, and other reports filed by World Services under the Securities Exchange
Act of 1934, are available to any shareholder at no cost upon request to:
Corporate Secretary, 724 North Kline, P.O. Box 786, Aberdeen, South Dakota
57402-0786, or by telephone: (605) 225-4131.
OTHER MATTERS
Management does not know of any other matters to be brought before the
meeting. Should any other matter requiring a vote of shareholders arise at the
meeting, the persons named in the proxy will vote the proxies in accordance with
their best judgment.
By Order of the Board of Directors:
World Services, Inc.
Ronne Tarrell, President
World Services, Inc. Proxy Statement
7
World Services, Inc.
724 North Kline, P.O. Box 786
Aberdeen, South Dakota 57402
PROXY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Ronne Tarrell, Proxy, with the power to
appoint his substitute, and hereby authorizes them to vote, as designated below,
all of the shares of Common Stock of World Services, Inc. held of record by the
undersigned on May 21, 1999, at the Special Meeting of Shareholders to be held
on June 24, 1999 and at any adjournments or postponements thereof.
[ ] 1. ELECTION OF DIRECTORS FOR all nominees listed below: to vote for all
nominees listed below (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY:(INSTRUCTION) To withhold authority to vote for any
individual nominee mark the box next to the nominee's name below.)
Ronne Tarrell Delores Bower Terry Heinz
David Jorgenson Delbert Harty
Style
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
(over)
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted for the election as directors of all nominees and will abstain from voting
on all other matters.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee, or guardian, please give full title as such. 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.
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Signature
Date: ,1999
-----------
- - -----------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY IN THE ENCLOSED ENVELOPE
World Services, Inc. Proxy Statement