-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FtZmxsEhFXibwwDQdKlhiixiHF09cnz2ntHPMrzZ2UAjFDU0lXOuowZYrkdOtkmo PAnQfBrMV1kIfzS3gmOcMg== 0000891554-98-001172.txt : 19980918 0000891554-98-001172.hdr.sgml : 19980918 ACCESSION NUMBER: 0000891554-98-001172 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981013 FILED AS OF DATE: 19980917 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN CONSOLIDATED MINING CO INC CENTRAL INDEX KEY: 0000215913 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 132879202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: SEC FILE NUMBER: 000-09416 FILM NUMBER: 98711004 BUSINESS ADDRESS: STREET 1: 76 BEAVER ST STREET 2: SUITE 500 CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2123442828 MAIL ADDRESS: STREET 1: 76 BEAVER ST STREET 2: SUITE 500 CITY: NEW YORK STATE: NY ZIP: 10005 DEFS14A 1 PROXY SCHEDULE 14A INFORMATION 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 ss.240.14a-11(c) or ss.240.14a-12 FRANKLIN CONSOLIDATED MINING CO., INC. (Name of Registrant as Specified in Its Charter) FRANKLIN CONSOLIDATED MINING CO., INC. (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): | | 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: _______________________________________________________ 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: ____________________________________________ FRANKLIN CONSOLIDATED MINING CO., INC. 76 Beaver Street Suite 500 New York, NY 10005-3402 Telephone (212) 344-2828 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held - October 12, 1998 A Annual Meeting of Stockholders of Franklin Consolidated Mining Co., Inc., a Delaware corporation (the "Company"), will be held at the Holiday Inn, 304 Rte. 22 West, Springfield, N.J. 07081, on Monday, October 12, 1998 at 5:30 p.m., for the following purposes: (1) The election of four directors for a term expiring at the 1999 Annual Meeting of Shareholders or until their respective successors have been duly elected and qualified (the "Election of Directors"); (2) The approval of an amendment to the Certificate of Incorporation of the Company to change the name of the Company from "Franklin Consolidated Mining Co., Inc." to "WCM Capital, Inc." (The "Certificate of Incorporation Amendment"); (3) To approve the appointment of Lazar Levine & Felix LLP as independent auditors for the Company for the fiscal year ended December 31, 1998; and (4) The transaction of such other business as may properly come before the meeting or any adjournment thereof. Only holders of the Company's Common Stock, of record on August 13, 1998 are entitled to notice of, and to vote at, the meeting or any adjournment thereof. At August 13, 1998, the record date for determination of stockholders entitled to vote at the meeting or any adjournments thereof, 3,955,173 shares of Common Stock were issued and outstanding. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL OUT, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY TO THE COMPANY AT 76 BEAVER STREET, SUITE 500, NEW YORK, NEW YORK 10005-3402. PROXIES FORWARDED BY OR FOR BROKERS OR FIDUCIARIES SHOULD BE RETURNED AS REQUESTED BY THEM. THE PROMPT RETURN OF PROXIES WILL SAVE THE EXPENSE INVOLVED IN FURTHER COMMUNICATION. By Order of the Board of Directors, /s/ Robert Waligunda ----------------------------------- New York, New York September 10, 1998 Robert Waligunda, Secretary FRANKLIN CONSOLIDATED MINING CO., INC. ----------------------- ANNUAL MEETING OF SHAREHOLDERS Tuesday, October 12, 1998 ------------------------ PROXY STATEMENT ------------------------ GENERAL INFORMATION This Proxy Statement (the "Proxy Statement") is furnished in connection with the solicitation of proxies by the Board of Directors of Franklin Consolidated Mining Co., Inc., a Delaware corporation (the "Company"), for use at the Annual Meeting of Shareholders of the Company to be held on Tuesday, October 12, 1998 or any and all adjournments thereof, with respect to the following matters: (1) The election of four directors for a term expiring at the 1999 Annual Meeting of Shareholders or until their respective successors have been duly elected and qualified (the "Election of Directors"); (2) The approval of an amendment to the Certificate of Incorporation of the Company to change the name of the Company from "Franklin Consolidated Mining Co., Inc." to "WCM Capital, Inc." (The "Certificate of Incorporation Amendment"); (3) To approve the appointment of Lazar Levine & Felix LLP as independent auditors for the Company for fiscal year ended December 31, 1998; and (4) The transaction of such other business as may properly come before the meeting or any adjournment thereof. The Annual Meeting (the "Meeting") will be held on October 12, 1998 at 5:30 p.m. at the Holiday Inn, 304 Rte. 22 West, Springfield, N.J. 07081. The Notice of Annual Meeting, Proxy Statement, Proxy Card and the Annual Report will be mailed on or about September 11, 1998 to shareholders of record of the Company as of August 13, 1998. If the enclosed proxy card is properly executed and returned in time to be voted at the meeting, the shares of Common Stock represented will be voted in accordance with the instructions contained therein. Executed proxies that contain no instructions will be voted in favor of all of the proposals set forth above. 1 VOTING RIGHTS AND OUTSTANDING SHARES Only shareholders of record at the close of business on August 13, 1998 are entitled to notice of and to vote at the Annual Meeting. As of the close of business on August 13, 1998, 3,955,173 shares of common stock, par value $.01 per share (the "Common Stock") of the Company were issued and outstanding. Each share of Common Stock entitles the record holder thereof to one (1) vote on all matters properly brought before the Annual Meeting. Pursuant to Delaware law, abstentions are not counted as votes against the election of directors, but proxies on which abstentions are marked are counted for purposes of determining the presence of a quorum. Broker non-voters are not counted as shares entitled to vote at the meeting. The presence in person or by proxy of a majority of the shares held by shareholders entitled to vote at the Annual Meeting is necessary in order to constitute a quorum for the meeting. If a quorum is present, the matters set forth herein and in the accompanying notice will require an affirmative vote by a majority of the votes to which shareholders voting at the meeting are entitled with respect to each such matter. REVOCABILITY OF PROXIES Shareholders who execute proxies for the Annual Meeting may revoke their proxies at any time prior to their exercise, by delivering written notice of revocation to the Company at the address on the Notice of Annual Meeting, by delivering a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. BOARD OF DIRECTORS PROXY SOLICITATION The costs of soliciting the proxies and of the meeting, including the costs of preparing and mailing this Proxy Statement and other material, will be borne by the Company. As of the Record Date, it is anticipated that the total cost to the Company will be approximately $35,000 (including legal and other professional fees). In addition to solicitation by mail, certain directors, officers and regular employees of the Company may, without additional compensation, solicit proxies by telephone, personal interview or facsimile transmission to encourage shareholder participation in the voting process. The Board of Directors has appointed directors J. Terry Anderson and Robert L. Waligunda as the proxy holders for the Annual Meeting of Shareholders. The Company will also request banks, brokers, and others who hold shares in the Company in nominee names to distribute proxy soliciting material to beneficial owners, and will reimburse such banks and brokers for reasonable out-of-pocket expenses which they may incur in so doing. The Company's executive offices are currently located at 76 Beaver Street, Suite 500, New York, New York 10005. 2 ELECTION OF DIRECTORS Item 1 on Proxy Card The Board of Directors has fixed the number of directors constituting the whole Board as four and has selected the following nominees for election to a term expiring at the 1999 Annual Meeting or until their successors have been elected and qualified: William C. Martucci Robert Waligunda Ronald Ginsberg Robert W. Singer Unless authority to vote for directors is withheld in the proxy, the persons named in the accompanying proxy intend to vote for the election of the five nominees listed above. All nominees have indicated a willingness to serve as directors, but if any of them should decline or be unable to act as a director, the persons named in the proxy will vote for the election of another person or persons as the Board of Directors recommends. Of all of the nominees for director, only Mr. Waligunda was previously elected by the shareholders at the last Annual Meeting of Shareholders held in November, 1995. There are no family relationships between the nominees for the Board of Directors. The following biographical information is furnished with respect to each of the five nominees for election at the Annual Meeting. The information includes age as of the date of the meeting, present position, if any, with the Company, period served as director, and other business experience during the past five years. The offices referred to in the second column refer to the offices with the Company unless stated otherwise. WILLIAM C. MARTUCCI, 56 From 1974 to the present, Mr. Martucci has served as president and chairman of United Grocers Clearing House, Inc., a privately held company he founded to serve the coupon redemption, fulfillment and promotional needs of manufacturers and retailers. Mr. Martucci is the sole stockholder, director and president of POS Financial, Inc., an ATM/Kiosk network. In 1997 Mr. Martucci founded and is the sole director, officer and shareholder of Shoppers Online, Inc. which transmits full-motion video merchandising programs to retail outlets. Additionally, Mr. Martucci is the sole shareholder, director and president of U.S. Mining, Inc. ("USM") Mr. Martucci received a Bachelor of Science in Philosophy from Florida International University in 1973. Robert L. Waligunda, 52. Mr. Waligunda has served as a Director of Director, Secretary, Treasurer the Company since 1985 and as Secretary and Treasurer of the Company since August 1995. From 1965 to the present, Mr. Waligunda has served as founder, President and principal stockholder of Sky Promotions, 3 Inc., a Pittstown, New Jersey marketing and management company involved in sales, advertising and marketing of hot air balloons and inflatable products. He is the founder and director of International Professional Balloon Pilots Racing Association, a member of the advisory board of Aerostar International, Inc., the world's oldest and largest balloon manufacturing company, and a member of the National Aeronautic Association, the Experimental Aircraft Association, and the Airplane Owner and Pilots Association. Mr. Waligunda received a Masters of Science degree in guidance and psychological services from Springfield College in 1968. RONALD GINSBERG, 63 Mr. Ginsberg; is President of the Foodtown Supermarket Cooperative, headquartered in Edison, New Jersey. He is also Secretary and Director of Twin County Grocers located in Edison, New Jersey and Director of the New Jersey Food Council. Mr. Ginsberg attended Drexel Institute of Technology and Temple University. ROBERT W. SINGER, 50. Mr. Singer currently holds the position of Assistant Majority Leader in the New Jersey Senate. Prior to being elected as a state Senator, he served three terms in the New Jersey Assembly. In this latter capacity, Mr. Singer was named Majority Whip, by his Colleagues and served as both Vice Chairman of the Commerce and Regulated Professions Committee and Community Development, Agriculture and Tourism Committee. Senator Singer has distinguished himself, among his national peers, for his ability to create environments where high technology and economic development can coexist with environmental priorities. Additionally, the Senator is Vice-President of Corporate Relations for Community/Kimball Medical Centers, and affiliate of the St. Barnabas Health Care System. The Board of Directors met 3 times during 1997. All of the directors attended 100% of the meetings of the Board. The Board of Directors has established an Audit Committee currently comprised of Messrs. Anderson, Otten and Schurman who are not slated for re-election and whose term will expire when their successors are duly elected and qualified. The Board of Directors will appoint new members to the Audit Committee at its annual meeting, immediately following the Annual Meeting of Shareholders. The Audit Committee's function includes recommending annually to the Board of Directors a firm of independent auditors to audit and review the Company's books, records and the scope of such firm's audit, reviewing reports and recommendations of the Company's independent auditors, review the scope of all-internal audits 4 and reports and recommendations in connection therewith and review non-audit services provided by the Company's principal independent auditors. The Audit Committee has not held any meetings since its formation in February, 1998. There are no other Committees of the Board other than the Audit Committee. EXECUTIVE OFFICERS The executive officers of the Company are appointed annually by the Board of Directors and, to date, have served an indefinite term. The current officers serve on a part-time basis. No family relationship exists between any of the executive officers of the Company. Name Age Position J. Terry Anderson 51 Chairman, President, Director Robert L. Waligunda 53 Secretary, Treasurer, Director Richard Brannon 49 Vice President - West Coast Operations BENEFICIAL OWNERSHIP OF COMMON STOCK Directors and Executive Officers The following table lists the beneficial ownership of shares of the Company's Common Stock as of August 13, 1998 for (a) all directors, (b) all nominees for director (c) all executive officers, (d) each person who is known by the company to be the beneficial owner of five percent or more of the outstanding shares of Common Stock, (e) all directors and executive officers as a group.
Name of Amount and Current Percent Percent of Class if Beneficial Owner Nature of of Class Shareholders Approve Beneficial Restated Certificate of Ownership Incorporation J. Terry Anderson 167,586 (1) 4.2% # Robert Waligunda 7,700 (2) 2.2% # William C. Martucci -0- George Otten -0- # Steven Schurman -0- # Richard Brannon -0- # Ronald Ginsberg -0- # Robert W. Singer -0- # ------------ ----- 175,286 4.4% All Officers and Directors as a Group (5 persons) - -------------------- # Less than one percent
5 (1) Includes 67,526 shares owned by Mr. Anderson, 400 shares owned by Bruce E. Anderson Trust under which Mr. Anderson acts as trustee and 99,661 shares owned by Anderson Chemical Company for which Mr. Anderson serves as a director and president and owns approximately 21% of the outstanding shares. Mr. Anderson disclaims any beneficial ownership with respect to shares of the Company owned by family members other than those specifically set forth above. (2) Includes 1200 shares pledged as collateral to a non-affiliate individual. - --------------------- To the Company's knowledge and based solely on a review of such materials as are required by the Securities and Exchange Commission, no officer, director or beneficial holder of more than ten percent of the Company's issued and outstanding shares of Common Stock ("Beneficial Owner") has filed any forms and reports required to be filed pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), during the fiscal year ended December 31, 1997; and no officer, director or Beneficial Holder has submitted any representation letter to the Company stating that they are not subject to the filing requirements under Section 16 of the Exchange Act for fiscal year 1997. CERTAIN PRINCIPAL OWNERS As of the Record Date, no persons are known to the Company to be the beneficial owners of more than (5%) of the Company's Common Stock, the only voting stock of the Company as of the Record Date. The Company has 3,955,173 shares of Common Stock issued and outstanding as of the Record Date. EXECUTIVE COMPENSATION The Company's three executive officers, Messrs. Anderson, Waligunda and Brannon, received no significant compensation in fiscal year 1997. The Company granted no options to any of the Company's Executive Officers in 1997. None of the Company's executive officers owns any options of the Company and there were no exercise of any option in 1997 by any such persons. The Company has not adopted any stock option plans, medical insurance plans or retirement, pension, profit sharing or insurance plans for the benefit of its directors, officers or employees. No officer or director of the Company receives any cash compensation for services rendered as a director and/or officer. None of the Company officers have entered into written employment agreements with the Company. CERTAIN TRANSACTIONS WITH EXECUTIVE OFFICERS AND DIRECTORS During fiscal year 1998, Mr. Anderson lent the Company approximately $23,000 and Anderson Chemical Company, a company for which Mr. Anderson serves as director and president, lent the Company approximately $85,000 for working capital and other expenses. Additionally, in July, 1997, Anderson Chemical Company loaned the Company $20,000 evidenced by a Promissory Note bearing interest at a rate of 12% per annum. As of the Record Date, these loans remain outstanding. On December 25, 1976, the Company leased 28 patented mining claims from Audrey and David Hayden ("Hayden") and Dorothy Kennec pursuant to a mining lease and option to purchase dated November 12, 1976 (the "Hayden/Kennec Lease"). On November 13, 1997, US Mining, 6 Inc., a New Jersey corporation wholly owned and controlled by Mr. Martucci ("USM"), entered into an agreement with Hayden to purchase her interest in the Hayden/Kennec Lease (the "Hayden Contract"). It is anticipated that the closing will occur on delivery by Hayden of clear title to the property. Upon the closing of the transactions contemplated by the Hayden Contract, USM will own 50% of the mineral rights evidenced by the Hayden/Kennec Leases. On March 5, 1998, the Company executed a promissory note (the "Note") in the aggregate principal amount of Nine Hundred Fifty Five Thousand Seven Hundred Fifty Six Dollars and Twenty Two Cents ($955,756.22) in favor of USM. The aggregate principal amount of the Note represented certain monies advanced by POS Financial, Inc., a New Jersey corporation owned and controlled by Mr. Martucci ("POS") to fund operations and development of the Company's mining properties. The Note was thereafter assigned to USM on March 9, 1998. The Note bears interest at a rate of 8% per annum. The Note was originally due and payable on May 4, 1998; however, USM extended this date to July 4, 1998 (the "Maturity Date"). The Note was secured by a security interest in substantially all of the assets of the Company (the "Secured Assets"). As of September 1, 1998, the Company owes USM approximately $1,154,561.48, which includes principal and accrued and unpaid interest on the Note. As of the Maturity Date, the Company has been unable to pay the obligations evidenced by the Note. The Company is currently exploring its options with respect to fulfilling its obligations under the Note, including the possibility of satisfying this obligation by issuing common stock of the Company to the holder in lieu of a cash payment. CERTIFICATE OF INCORPORATION AMENDMENT Item 2 on Proxy Card The Board of Directors of the Company has proposed that the Company's Amended and Restated Certificate of Incorporation (the "Restated Certificate of Incorporation") be further amended to change the name of the Company from "Franklin Consolidated Mining Co., Inc." to "WCM Capital, Inc." The proposed amendment is as follows: "FIRST: The name of the corporation shall be "WCM Capital, Inc." The Amendment to the Company's Restated Certificate of Incorporation changing the name of the Company, if passed, would become effective upon the filing with the Secretary of State of Delaware a Certificate of Amendment, which filing is expected to take place shortly after the Shareholders approve the amendment. The affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote on the Amendment at the 1998 Annual Meeting is required to approve the Certificate of Incorporation Amendment. The Board of Directors believe that a name change would be beneficial to the Company because it allows for a diversity of operations which is consistent with the future plans of the Company. The Board recommends a vote for IN FAVOR OF the Certificate of Incorporation Amendment. Appointment of Auditors Item 3 on Proxy Card The Board of Directors has appointed Lazar Levine & Felix LLP, to audit the financial statements of the Company for the fiscal year ended December 31, 1998. The Company retained Lazar Levine & Felix LLP ("LLP") as its independent auditors for fiscal year 1997 after notifying JH 7 Cohn, LLP ("Cohn") of its decision to dismiss the firm as its independent auditors. The decision to dismiss Cohn was approved by the Board of Directors of the Company. Representatives of LLF will not be present at the meeting. During fiscal year 1995 and 1996 of the Company, none of the reports issued by Cohn on the financial statements of the Company contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to audit scope, or account principles; however, Cohn has qualified or modified its reports on the financial statements of the Company as a going concern. During fiscal years 1995 and 1996 and any subsequent interim periods prepared by Cohn prior to their dismissal, there were no disagreements between the Company and Cohn concerning accounting principles or practices, financial statement disclosure, or auditing scope or procedure which would have caused Cohn to make a reference to the subject matter thereof in its report had such disagreement not been resolved to the satisfaction of Cohn. The proposal will be approved if it receives the affirmative vote of a majority of the shares of common stock of the Company represented at the meeting. The Board of Directors recommends that you vote IN FAVOR OF the appointment of LLF, Proxies solicited by the Board of Directors will be so voted unless stockholders specify otherwise. Other Business The Board of Directors is not aware of any other matters to be presented at the meeting. IF any other matters would properly come before the meeting, the persons named in the enclosed proxy form will vote the proxies in accordance with their best judgment. SUBMISSION OF SHAREHOLDER PROPOSALS Proposals of Shareholders intended to be submitted at the next annual meeting must be received by the Company on or before March 1, 1999 to be eligible for inclusion in the Company's proxy statement, an accompanying notice of proxy for such meeting. INCORPORATION BY REFERENCE Any document incorporated by reference and not delivered to holders herewith may be obtained by any holder upon his or her request, whether written or oral, within one business day of the receipt by the Company of such request, by contacting Robert Waligunda, Secretary of the Company, 78 Beaver Street, Suite 500, New York, New York 10005, Telephone Number 212-344-2828, Facsimile Number 212-344-4537. ANNUAL REPORT TO STOCKHOLDERS A copy of the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997 as filed with the Securities and Exchange Commission may be obtained by written request to the Company at its principal offices in New York, New York. Date: Sept. 10, 1998 By Order of the Board of Directors /s/ Robert Waligunda ---------------------------------- Robert Waligunda, Secretary -----END PRIVACY-ENHANCED MESSAGE-----