NATIONAL COMPANIES INC - DEF 14A - 20020708 - PROXY_STATEMENT
NATIONAL COMPANIES, INC.
4350 Oakes Road, Suite 512
Davie, Florida 33314
(954) 584-5080
PROXY STATEMENT
JUNE 25, 2002
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 24, 2002
GENERAL INFORMATION
This Proxy Statement is
furnished by the Board of Directors (the “Board of Directors”) of
National Companies, Inc., a Florida corporation (the “Company”), to
the shareholders of the Company in connection with a solicitation of proxies for
use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be
held at 4:00 p.m. Central Standard Time on Wednesday, July 24, 2002 at the New
Orleans Marriott, 555 Canal Street, New Orleans, Louisiana and at any and all
adjournments thereof. This Proxy Statement and the accompanying materials are
first being mailed to shareholders on or about July 1, 2002. The Company’s
principal executive office is located at 4350 Oakes Road, Suite 512, Davie,
Florida 33314.
You may revoke the proxy at
any time prior to its use by delivering a written notice to the Secretary of the
Company, by executing a later-dated proxy or by attending the meeting and voting
in person. Proxies in the form enclosed, unless previously revoked, will be
voted at the meeting in accordance with the specifications made by you thereon,
or, in the absence of such specifications for, the election of directors
nominated herein for one year.
Holders of record of shares
of Common Stock, par value $.001 per share, (“Common Stock”) of the
Company at the close of business on June 10, 2002, will be entitled to one vote
per share. The Common Stock will be voted together as one class. On June 25,
2002, there were approximately 3,575,538 outstanding shares of Common Stock of
the Company. Other than the Common Stock, there are no other voting securities
outstanding.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets
forth information regarding the beneficial ownership of the outstanding shares
of Common Stock by persons known by us to beneficially own more than 5% of the
outstanding shares of Common Stock, by each director and officer, by nominees
for directors of the Company, and by all directors and executive officers of the
Company as a group:
NAMES AND ADDRESS OF
DIRECTORS, OFFICERS, AND NUMBER OF PERCENT
5% SHAREHOLDERS SHARES OWNED OF CLASS
--------------- ------------ --------
Richard L. Loehr 2,000,000 55.93%
Chairman and CEO
4350 Oakes Road, Suite 512
Davie, Florida 33314
Douglas J. Borr 200,000 5.59
Vice President
1505 N. Riverside Drive, #1104
Pompano Beach, FL 33062
Lynda M. Davis 100,000 2.79
Vice President and Secretary
1201 River Drive, #403
Ft. Lauderdale, FL 33315
Carol Boozer 100,000 2.79
Vice President and Treasurer
913 8W 149 Way
Sunrise, FL 33326
Angela Loehr Chrysler 105,000 2.93
Director
8864 Hilton Road
Brighton, MI 48114
Richard Chrysler 5,000 .14
Director
8485 Hilton Road
Brighton, MI 48114
Robert Fason 33,882 .94
Director
1004 Highway 3
Mt. Vernon, AR 72112
Les Whitaker 8,098 .22
Director
426 NO 16th
Muskogee, OK 74401
Shelley and Peter Goldstein (2) 238,000 6.65
22154 Martella Ave.
Boca Raton, FL 33433
William R. Case 300,000 8.39
6575 Happy Hollow Trail
Gainesville, GA 30506
All Directors, Officers and
5% Shareholders as a Group 3,089,980 86.42%
(1)
Table is based on current outstanding shares of 3,575,538 as of June 25, 2002.
(2)
Shelley Goldstein is our former sole executive and director. Mrs. Goldstein
and her husband, Peter Goldstein, are the controlling shareholders of
Goldco Properties, Ltd which owns 100,000
shares and Mr. Goldstein owns directly 1,000 shares. Combined with Mrs.
Goldstein's direct ownership interest, Shelley Goldstein and Peter
Goldstein beneficially own, as determined in compliance with SEC rules,
238,000 shares.
ELECTION OF DIRECTORS
At the Annual Meeting, five
directors are to be elected to serve for a term of one year or until their
successors are elected and qualified. It is intended that the proxies will be
voted for the nominees set forth herein. Although it is expected that all
candidates will be able to serve, if one or more is unable to do so, the proxy
holders will vote the proxies for the remaining nominees and for substitute
nominees chosen by the Board of Directors unless it reduces the number of
directors to be elected.
The following table sets
forth certain information regarding each nominee for election as director of the
Company:
NAME
PRINCIPAL OCCUPATION AND DIRECTORSHIPS
AGE
DIRECTOR
SINCE
Richard Loehr
Chairman of the Board and Chief Executive Officer
with responsibility for the day-to-day operations of
the Company. Mr. Loehr designed National's Benefits
Program. Mr. Loehr's career began as a teenage
champion drag racer who caught the eye of Henry Ford,
II. Ford admired Loehr's competitiveness and tireless
work ethic. At Ford, Mr. Loehr spent a good deal of
time as the head of the Ford Racing Team. During this
time, Loehr acquired his management skills by
emulating his mentor, Henry Ford. Loehr successfully
practices those skills today at National. Following
his outstanding racing career, Loehr remained in the
automobile industry as the owner of successful
automobile dealerships in Michigan. While the owner
of a Chrysler dealership, Loehr met Lee Iococca,
forging a strong friendship and business relationship
with this American legend. Iococca so valued Loehr's
abilities that he tapped him to head a massive fund
raising campaign to restore the Stature of Liberty.
59
09/02/01
Angela Loehr Chrysler
Vice President of National Travel Services, Inc. Ms.
Chrysler, the daughter of chairman and CEO Richard
Loehr, is an experienced executive with an impressive
professional background in sales and marketing. Ms.
Chrysler's responsibilities include all aspects of running a
travel business: sales, management, finance, Web maintenance,
and training. Ms. Chrysler began her professional career in
1994 as a sales administrator for L&W Engineering, an
automotive engineering company. In September 1996 until
December 2000, Ms. Chrysler was involved in medical sales.
She was first a territorial sales representative for RHEIN
Medical, an ophthalmic instrument company with
responsibility for managing approximately 300 accounts.
She subsequently became an independent representative for
Midwestern STAAR in Cincinnati, Ohio. STAAR
manufactures injectable intraocular lenses. Ms. Chrysler
managed approximately 250 STAAR including all current
accounts covering Southern Michigan. From January 2000
until September 2000, Ms. Chrysler was the regional
physician sales representative for Healtheon/WebMD, an
Internet health services and information company headquartered
in Atlanta, Georgia. Ms. Chrysler's responsibilities included
in-service training for nurses and staff in the use of the
WebMD Web site and its services. Her territory included
Approximately five counties in Michigan with over 6,000
accounts. Ms. Chrysler left WebMD to help found National
Travel Services. Ms. Chrysler holds a Bachelor of Science
degree from Florida Atlantic University. Ms. Chrysler is the daughter
of Richard Chrysler, another member of our Board of Directors.
30
09/02/01
Richard Chrysler
Dick Chrysler, was elected to the United States House of
Representatives in 1994. He was one of only four people
in the entire Congress with a background in manufacturing.
He introduced the first bill on the first day in the 104th
Congress that began the "Contract of America." In 1976,
beginning in his living room, Mr. Chrysler founded Cars
& Concepts which became Livingston County's largest
employer with over 1,200 employees. In 1986, he sold
Cars & Concepts to his employees. At that time the
company had manufactured over one million vehicles
for General Motors, Ford, and Chrysler Corporation, and
60% of all the convertibles in the world were produced
by Mr. Chrysler's company. He has a number of patents
in the automotive industry. Dick ran for Governor of the
state of Michigan in 1986 and lost by 60,000 votes in a state
of 6 million voters in his first attempt at elected office. He
built a church for the First Presbyterian Church of Brighton.
He then started a company that builds police vehicles called
Cruisers with his two sons Rick and Phil, which they still own
and operate today. Dick is currently President of The Ideal
Group, a minority owned steel company that has doubled it's
size to $75,000,000 in the last year. Dick was a
member of the Board of Directors of the Michigan
National Bank from 1980 to 1994, and has been the
vice-chairman of Cleary College for the past 25
years.
60
09/02/01
Robert Fason
Mr. Fason is National's national sales manager and one of our
top producers. Mr. Fason's rise
within National is unprecedented in the history of the
Company. Mr. Fason joined National in 1999 following a
successful six-year career with National Safety Associates
(NSA), including membership on the company's President's
Advisory Council and Executive Committee. For ten years,
prior to joining NSA Mr. Fason was a dairy farmer in Mount
Vernon, Arkansas.
43
09/02/01
Les Whitaker
Mr. Whitaker is a regional director and member of
National's prestigious Chairman's Circle. He received
the Company's Platinum Presidential Award as recognition
for his financial success. From 1982 until 1997, Mr.
Whitaker was a successful direct marketing distributor
for Amway Corporation. He later became the number one
producer in the United States for Jewelway
International serving as that company's national
sales trainer. Mr. Whitaker holds a Bachelor of
Science degree and a Master's degree in Civil
Engineering from Oklahoma State University. He began
his professional career as a partner in a highly
successful engineering consulting firm.
43
09/02/01
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
Our Board of Directors has met four (4) times since the beginning
of fiscal year 2001. Meetings were held on September 2, 2001 and February 22, 2002 in which Richard Loehr, Les Whitaker,
Robert Fason, Angela Loehr Chrysler, and Richard Chrysler were in attendance. A
Special Meeting of the Board of Directors was held on April 4, 2002 in which Richard Loehr, Les Whitaker, Robert Fason,
and Angela Loehr Chrysler were in attendance. The last meeting held took place on June 18, 2002 and Richard Loehr,
Les Whitaker, Robert Fason, and Angela Loehr Chrysler attended.
Each director received
$500.00 for attending each of the scheduled meetings of the Board of Directors
since the beginning of fiscal year 2001.
We have no standing audit, nominating and
compensation committees of the Board of Directors.
EXECUTIVE OFFICERS, DIRECTORS, AND KEY EMPLOYEES
Our Members of the Board of Directors serve
until the next annual meeting of stockholders, or until their
successors have been elected. The officers serve at the pleasure of the Board of Directors.
Our current executive officers, directors, and
key employees are as follows:
NAME
AGE
POSITION
Richard Loehr
59
Chairman and Chief Executive Officer
Douglas J. Borr
59
Vice President
Lynda M. Davis
47
Vice President and Secretary
Angela Loehr Chrysler
30
Director
Carol Boozer
48
Comptroller
Richard Chrysler
60
Director
Robert Fason
43
Director
Les Whitaker
43
Director
The background information
pertaining to the directors mentioned above can be found in the section entitled
“ELECTION OF DIRECTORS.”
Douglas J. Borr
is vice president of Team National with responsibility for
developing the our multi-dimensional benefits packages. Mr. Borr is a capable
and experienced businessman. His relationship with Mr. Loehr goes back to
kindergarten confirming him as our loyal executive. Mr. Borr initially began
his business affiliation with Mr. Loehr in 1970 as a salesman in one of Mr.
Loehr's automobile dealerships. He was quickly promoted to sales manager and
subsequently general manager of Mr. Loehr's Mazda, AMC, Jeep and RV dealership.
Mr. Borr's leadership, foresight and ability to adjust to changing market trends
brought many awards and commendations for the Loehr dealership, including the
distinction as the number one Recreation Vehicle Dealership in the State of
Michigan.
Mr. Borr remained general
manager of the Loehr dealership until 1983 when he resigned to purchase his own
AMC Jeep dealership in Grand Rapids, Michigan. Mr. Borr achieved significant
success with this dealership, developing the business to one of the top five AMC
Jeep dealerships in the state. He sold the dealership in 1988. From 1989 to
1991, Mr. Borr enjoyed semi-retirement. In 1991, he purchased a manufacturing
plant, becoming president and chairman. He took this floundering plant, turned
it around and developed it into a highly efficient and profitable business
entity, which he sold in 1994.
In 1995, Mr. Borr renewed his business relationship with Mr. Loehr resulting in
the formation of Nations Auto Fleet, Inc. and subsequently the development of
the entire National benefits packages. Mr. Borr has been instrumental in
negotiating all of the contracts the Company establishes with its providers.
His skills are essential in procuring the best prices and products for National
Associates.
Lynda M. Davis
is our vice
president and secretary. She joined National in 1999. Ms. Davis began her
business career with Continental Homes of Chicago. At age 20, she became the
company’s youngest sales manager with responsibility for Continental’s
Subdivision division. She was awarded that company’s prestigious
Million-Dollar Circle Award with gross sales of almost two million dollars (when
the average cost of a home in her subdivision at that time was $30,000).
In 1978, Ms. Davis took a position with Eastern Airlines. She was quickly
promoted to training flight attendant with the responsibility for the training
and coordination of crews on each flight, as well as hands on instruction of new
flight attendants. In 1989, Ms. Davis became a head flight attendant for
American Airlines. In 1990, she joined American's International Division. In
1994, Ms. Davis was honored with American's prestigious Professional Flight
Attendant Award. Ms. Davis retired in 1995.
Carol Boozer
is our vice president and treasurer. She is responsible for all
financial bookkeeping and reporting. At this time, Ms. Boozer reports directly
to the chief executive officer. Ms. Boozer began her professional career in
1969. She worked in the automobile industry with various responsibilities until
1982 when she moved to Michigan. In Michigan, Ms. Boozer was hired by Richard
Loehr as billing clerk and later office manager at one of his dealerships.
After Mr. Loehr sold his dealerships, Ms. Boozer remained with the new owner
until 1991. Ms. Boozer relocated to South Florida and was instrumental in
establishing Nations Fleet, an affiliated company of National Companies.
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