-----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, GSyjRczegeBkNaEieBQ+AgnzjQG2ey00uE70fCIcxLcxjoM2JtsnE8ykSC/V5ot4 NEskcVrINLxO3t/phFhjlg== 0000081057-96-000005.txt : 19960702 0000081057-96-000005.hdr.sgml : 19960702 ACCESSION NUMBER: 0000081057-96-000005 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960731 FILED AS OF DATE: 19960701 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABLE CAR BEVERAGE CORP CENTRAL INDEX KEY: 0000081057 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 520880815 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14784 FILM NUMBER: 96588909 BUSINESS ADDRESS: STREET 1: 717 17TH ST STREET 2: STE 1475 CITY: DENVER STATE: CO ZIP: 80202-3314 BUSINESS PHONE: 3032989038 MAIL ADDRESS: STREET 1: 717 17TH ST STREET 2: STE 1475 CITY: DENVER STATE: CO ZIP: 80202-3314 FORMER COMPANY: FORMER CONFORMED NAME: GREAT EASTERN INTERNATIONAL INC DATE OF NAME CHANGE: 19890810 FORMER COMPANY: FORMER CONFORMED NAME: GREAT EASTERN ENERGY CORP DATE OF NAME CHANGE: 19840815 FORMER COMPANY: FORMER CONFORMED NAME: PUBLISHING COMPUTER SERVICE INC DATE OF NAME CHANGE: 19810817 DEF 14A 1 PROXY STATEMENT OF CABLE CAR BEVERAGE CORPORATION 717 17th Street, Suite 1475 Denver, Colorado 80202-3314 ANNUAL MEETING OF STOCKHOLDERS JULY 31, 1996 This Proxy Statement is furnished to the holders of Common Stock of Cable Car Beverage Corporation ("Company") in connection with the solicitation of proxies to be used in voting at the Annual Meeting of Stockholders to be held at One Norwest Bank in the Hershner Room, 1700 Lincoln Street, Denver, Colorado on July 31, 1996 at 11:00 A.M. This proxy material was first forwarded to the holders of Common Stock on or about June 26, 1996. REVOCATION OF PROXIES Stockholders who execute proxies retain the right to revoke them at any time. Unless so revoked, the shares represented by such proxies will be voted at the Meeting and all adjournments thereof. Proxies may be revoked by written notice to the Secretary of the Corporation or the filing of a later proxy prior to a vote being taken on a particular proposal at the Meeting. A proxy will not be voted in accordance with the directions given therein. Where no instructions are indicated, proxies will be voted "FOR" all nominees for directors set forth below and "FOR" Proposal 2. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF Stockholders of record of Common Stock at the close of business on June 10, 1996 will be entitled to vote at the meeting. On such date there were 8,748,658 shares of common stock outstanding. Each stockholder is entitled to one vote for each share of Common Stock held. There is no right to cumulative voting in the election of directors. Based on certain reports filed with the Securities and Exchange Commission, the following table reflects certain information as of March 27, 1996 as to beneficial holders of more than 5% of the outstanding shares of Common Stock of the Company and as to Common Stock beneficially owned by all executive officers and directors of the Company as a group:
Amount and Nature Percent of Shares of Beneficial of Common Name of Beneficial Owner Ownership (1) Stock Outstanding - ---------------------------------------------------------------------- Samuel M. Simpson 1,239,877 13.70% James P. McCloskey 100,000 1.13% William H. Rutter 723,732 8.23% Myron D. Stadler 50,000 .57% Officers and Directors as a Group (4 persons) 2,113,609 22.85%
(1) This table is based on 8,748,658 shares outstanding at June 10, 1996, and includes presently exercisable options to purchase shares of the Company's Common Stock held by each of the foregoing. 1 PROPOSAL 1 - ELECTION OF DIRECTORS The Board of Directors is currently composed of three members. The Company's By-laws provide that the Company shall have no less than three and no more than seven directors. The Board of Directors proposes that the three nominees listed below be elected as directors of the Company to hold office until the next Annual Meeting of Stockholders or until successors are duly elected and qualified. Unless otherwise marked on the proxy, shares of the Common Stock represented by the proxy will be voted for the nominees named below. In the event any of the nominees should withdraw or otherwise become unavailable for reasons not presently known, the shares represented by the proxy will be voted for another person in the discretion of the persons named in the proxy. Certain information as to each nominee and director continuing in office is included below: Samuel M. Simpson, age 43, has been President, Chief Executive Officer and a director of the Company since 1986. He has served as Chairman of the Board since 1992. He was employed as a consultant to reorganize the Company during 1983 prior to joining the Company first as its Vice President in 1984 and later as its President and Chief Executive Officer in 1986. From 1979 to 1984 Mr. Simpson was President of Energy Prospects, Inc. a Denver based privately owned oil and gas company. James P. McCloskey, age 45, has been a director of the Company since 1992. From April 1994 to February 1996, Mr. McCloskey was the Chief Financial Officer for Avalon Software Company, in Tucson, Arizona. From 1988 until April 1994, he was Chief Financial Officer of the Famous Amos Chocolate Chip Cookie Corporation, San Francisco, California. From 1985 to 1988 he was Chief Financial Officer and President, respectively, of the William J. Ash Corporation and The James P. McCloskey Corporation, Denver, Colorado, both privately owned real estate development companies. Mr. McCloskey is a certified public accountant. William H. Rutter, age 44, is a private investor and has been a director of the Company since 1995. From 1991 to 1993, Mr. Rutter was the president of Capstone Management Corporation which owns and operates restaurants in the Denver area. From 1984 to 1990, he was a partner in Sherman & Howard, a Denver, Colorado law firm. Other Executive Officers Myron D. Stadler, age 29, has been employed by the Company since 1992 and was elected Chief Accounting Officer and Secretary in 1995. Prior to 1992, Mr. Stadler was a financial analyst for the City and County of Denver at Stapleton International Airport. The Board of Directors met five times during the year ended December 31, 1995 and approved action by unanimous consent on three occasions during that year. The Board of Directors does not have committees. No director attended fewer than 75% of the total meetings of the Board of Directors. The Board of Directors recommends that the stockholders vote "FOR" each of the director nominees listed above. The Company is informed that each current director intends to vote for each director nominee listed above. 2 EXECUTIVE COMPENSATION The following table provides summary information concerning compensation paid to or earned by the Company's Chief Executive Officer for the years ended December 31, 1995 and 1994, the six-month period ended December 31, 1993 and for the fiscal years ended June 30, 1993, and 1992. No other employee earned a salary and bonus which exceeded $100,000. SUMMARY COMPENSATION
Other Long-Term Compensation Name Annual Annual Awards Payouts All Other Principal Compensation Compen- Restricted LTIP Compen- Position Year Salary Bonus sation(1) Stock Options# Payouts sation - ------------------------------------------------------------------------------ Samuel M. Simpson 1995 $120,000 $75,000 $0 $0 0 $0 $0 President & Chairman 1994 115,137 40,000 0 0 0 0 0 of the Board 1993 64,700 12,500 0 0 0 0 0 1993 112,900 0 0 0 0 0 0
(1) As permitted by Commission rules, no amounts are shown for certain perquisites, where such amounts do not exceed the lesser of 10% of bonus plus salary or $50,000. * For the six-months ended December 31, 1993. The following table provides information with respect to the Chief Executive Officer, concerning unexercised stock options held as of December 31, 1995. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
# Of Unexercised Value Of Unexercised Options At In-The-Money Options Shares Acquired Value December 31,1995 At December 31,1995 Name On Exercise(#) Realized -All Exercisable -All Exercisable(1) - ------------------------------------------------------------------------------ Samuel M. Simpson 0 $0 301,666 $470,599 President & Chairman of the Board
(1)Based on the closing bid price of the Company's common stock at December 29, 1995 as reported by the NASDAQ system. OPTION GRANTS IN LAST FISCAL YEAR
Number of % of Total Securities Options Underlying Granted to Exercise or Options Employees in Base Price Grant Date Name Granted(#) Fiscal Year ($/Sh) Expiration Date Present Value $ - ------------------------------------------------------------------------------ Simpson, Samuel M. 100,000 32% $1.25 12/31/99 $1.19 Stadler, Myron D. 10,000 3.2% $1.10 12/31/98-12/31/01 $1.13 Stadler, Myron D. 25,000 8% $1.25 12/31/99-12/31/02 $1.19
3 Compensation Pursuant to Plans The Company presently has no proposed compensation plans such as pension, profit sharing, retirement plans, or other similar forms of executive compensation. Employment Agreement The Company's President and Chief Executive Officer, Samuel M. Simpson, has an employment agreement with the Company which currently runs through December 31, 1998. Directors The Company compensates outside directors at the rate of $1,000 per quarter plus direct expenses associated with attending meetings. The Board of Directors does not have committees. Certain Relationships and Related Transactions AMCON DISTRIBUTING COMPANY - During 1995, the Company distributed 266,469 shares of AMCON common stock as a dividend to the Company's shareholders of record as of July 5, 1995. This distribution of 266,469 shares of AMCON represented 87% of the Company's holdings in AMCON. At June 10, 1996, the Company held 39,674 shares of AMCON common stock. 4 PROPOSAL 2 - RATIFICATION OF SELECTION OF AUDITORS Price Waterhouse, LLC independent public accountants, have been the Company's auditors since 1986, and have been selected to continue for the year ended December 31, 1996. Representatives of Price Waterhouse, LLC will be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire and will also be available to respond to appropriate questions. The ratification of selection of auditors must be approved by a majority of the shares entitled to vote at the Annual Meeting. The Board of Directors recommends a vote "FOR" this proposal. OTHER BUSINESS The management of the Company knows of no other matters to come before the meeting. However, if any matter requiring a vote of the Stockholders should arise, it is the intention of the persons named in the enclosed form of proxy to vote in accordance with their best judgment. 1997 ANNUAL MEETING OF STOCKHOLDERS Any stockholder who wishes to submit a proposal for inclusion in the proxy material relating to the Company's 1997 Annual Meeting of Stockholders, must submit such proposal to the Secretary of the Company on or before January 1, 1997. Any proponents of such proposal must be a holder of at least 1% or $1,000 in market value of common stock of the Company for at least one year and through the date of the meeting. ANNUAL REPORT A copy of the Company's Annual Report to Shareholders for the year ended December 31, 1995, accompanies this Proxy Statement. SEC Form 10-K, Annual Reports and Quarterly Reports may be obtained by written request to Amy Bolding, Shareholder Relations, Cable Car Beverage Corporation, 717 17th Street, Suite 1475, Denver, Colorado 80202-3314. MISCELLANEOUS The cost of solicitation of proxies will be borne by the Company. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy material to the beneficial owners of Common Stock. In addition to solicitations by mail, directors, officers and regular employees of the Company may solicit proxies personally or by facsimile or telephone without additional compensation. By Order of the Board of Directors BY (Signature) /s/ Myron D. Stadler Secretary Denver, Colorado June 10, 1996 PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AT YOUR EARLIEST CONVENIENCE. A SELF-ADDRESSED, POSTAGE PAID ENVELOPE IS ENCLOSED FOR MAILING. CABLE CAR BEVERAGE CORPORATION 717 17th Street, Suite 1475 Denver, Colorado 80202-3314 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 31, 1996 NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Cable Car Beverage Corporation will be held at One Norwest Bank in the Hershner Room, 1700 Lincoln Street, Denver, Colorado at 11:00 A.M. for the following purposes: (1) To elect a Board of Directors to serve until the next Annual Meeting of Stockholders; (2) The ratification of selection of Price Waterhouse, LLP as auditors for the Company for the 1996 calendar year; (3) To transact such other business as may properly come before the meeting. NOTE: The Board of Directors is not aware of any other business to come before the meeting. The Board of Directors has fixed June 10, 1996 as the record date for the determination of Stock-holders entitled to notice of and to vote at the Annual Meeting of Stockholders. All Stockholders are cordially invited to attend the meeting in person. Whether you plan to attend or not, please date, sign and return the accompanying proxy in the enclosed return envelope, to which no postage need be affixed if mailed in the United States. By Order of the Board of Directors BY (Signature) /s/ Myron D. Stadler Secretary Denver, Colorado June 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----