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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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 Rule 14a-11(c) or Rule 14a-12
WOMEN'S GOLF UNLIMITED, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(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:
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WOMEN'S GOLF UNLIMITED, INC.
18 GLORIA LANE
FAIRFIELD, NEW JERSEY 07004
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 18, 2002
To Our Shareholders:
You are cordially invited to attend the annual meeting of shareholders of
Women's Golf Unlimited, Inc. (the "Company"), which will be held at Suite 16
South, Three Gateway Center, Pittsburgh, Pennsylvania 15222, on June 18, 2002,
at 10:00 a.m., E.D.T., for the following purpose:
To elect seven (7) directors.
Only shareholders of record as of the close of business on April 19, 2002,
will be entitled to notice of, and to vote at, the annual meeting and at any
adjournments or postponements thereof.
It is important that your shares be represented at the annual meeting
regardless of the size of your holdings. Whether or not you intend to be present
at the meeting in person, we urge you to please mark, date and sign the enclosed
proxy and return it in the envelope provided for that purpose, which does not
require postage if mailed in the United States.
By Order of the Board of Directors
Richard M. Maurer, Secretary
Fairfield, New Jersey
May 17, 2002
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YOU ARE URGED TO MARK, DATE, SIGN, AND PROMPTLY RETURN THE ENCLOSED PROXY,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE PROXY IS REVOCABLE
AT ANY TIME PRIOR TO ITS USE.
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WOMEN'S GOLF UNLIMITED, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JUNE 18, 2002
This proxy statement ("Proxy Statement") is furnished in connection with
the solicitation by the Board of Directors of Women's Golf Unlimited, Inc. (the
"Company") of proxies for use at the annual meeting of shareholders of the
Company to be held at Suite 16 South, Three Gateway Center, Pittsburgh,
Pennsylvania 15222, on June 18, 2002, at 10:00 a.m., E.D.T., and at any
postponements or adjournments thereof (the "Annual Meeting"). Proxies properly
executed and returned in a timely manner will be voted at the Annual Meeting in
accordance with the directions specified therein. If no direction is indicated,
they will be voted for the election of the nominees named herein as directors,
and on other matters properly presented for a vote, in accordance with the
judgment of the persons acting under the proxies. Any shareholder giving a proxy
has the power to revoke it at any time before it is voted by giving written
notice to the Secretary of the Company, by delivering a later-dated proxy or by
attending the Annual Meeting and voting in person.
The Company's executive offices are located at 18 Gloria Lane, Fairfield,
New Jersey 07004 (telephone 973/227-7783). Proxy materials are being mailed to
shareholders beginning on or about May 17, 2002.
SHARES OUTSTANDING, VOTING RIGHTS AND VOTE REQUIRED
Only shareholders of record at the close of business on April 19, 2002 are
entitled to vote at the Annual Meeting. The only voting stock of the Company
outstanding is its common stock, $0.01 par value per share (the "Common Stock"),
of which 3,225,173 shares were outstanding as of the close of business on April
19, 2002. Each share of Common Stock issued and outstanding is entitled to one
vote on all matters properly submitted at the Annual Meeting. Cumulative voting
is not permitted under the Company's Amended and Second Restated Certificate of
Incorporation.
The presence, in person or by proxy, of the holders of a majority of the
total issued and outstanding shares of Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum for the transaction of
business at the Annual Meeting. Votes cast in person or by proxy at the Annual
Meeting will be tabulated by the election inspector appointed for the meeting
who will also determine whether a quorum is present. A proxy submitted by a
shareholder may indicate that all or a portion of the shares represented by such
proxy are not being voted by such shareholder with respect to a particular
matter. Such shares will count for purposes of determining the presence of a
quorum. Shares voted to abstain and directions to "withhold authority" to vote
for directors will be considered as voted shares and will count for the purposes
of determining the presence of a quorum.
Directors will be elected by a plurality of the votes of the shares present
or represented by proxy at the meeting and entitled to vote on the election of
directors.
As of the record date, Wesmar Partners Limited Partnership ("Wesmar
Partners") was the beneficial owner of 1,399,096 shares of Common Stock
representing approximately 43% of the outstanding shares. Wesmar Partners has
advised the Company of its intention to vote such shares in favor of the
below-listed nominees for directors.
ELECTION OF DIRECTORS
The Company's By-laws provide that the Board of Directors shall consist of
not fewer than one nor more than nine directors as determined from time to time
by action of the shareholders or the Board of Directors. Each director elected
holds office until the annual meeting of shareholders following his or her
election and until his or her successor is duly elected and qualified. The Board
of Directors currently consists of seven directors. At the Annual Meeting,
shareholders present in person or represented by proxy may vote the number of
shares they are entitled to vote for seven directors.
The persons named below have been designated by the Board of Directors as
nominees for election as directors, for terms expiring at the 2003 annual
meeting of shareholders. All nominees currently serve as directors of the
Company.
ROBERT L. ROSS, age 57, has been a director of the Company since 1988 and
Chairman of the Board since October 1995. Effective in January 1996, Mr. Ross
became Chief Executive Officer of the Company. He has been Co-Managing Partner
of Wesmar Partners Limited Partnership ("Wesmar Partners"), the majority
shareholder of the Company, since 1985. Prior to the formation of Wesmar
Partners, Mr. Ross was associated with The Hillman Company, a private investment
firm, from 1978 to 1985. Mr. Ross is a Certified Public Accountant and was
associated with Haskins & Sells and with Westinghouse Electric Corporation prior
to joining The Hillman Company.
DOUGLAS A. BUFFINGTON, age 46, joined the Company in January 1994 as Vice
President of Sales and Marketing, and became Chief Financial Officer and Chief
Operating Officer in June 1994, President in December 1994, a director in
February 1995 and Treasurer in January 1996. From 1992 until joining the
Company, Mr. Buffington served as General Manager of Simon-Duplex, a $25 million
capital goods division of Simon Engineering, a company based in the United
Kingdom. From 1990 to 1992, he served as Vice President of Finance of
Simon-Ltd., a $35 million division of Simon Engineering.
RICHARD M. MAURER, age 53, has been a director of the Company since 1988.
Effective in January 1996, Mr. Maurer became Secretary of the Company. He has
been Co-Managing Partner of Wesmar Partners, the majority shareholder of the
Company, since 1985. Prior to the formation of Wesmar Partners, Mr. Maurer was
associated with The Hillman Company, a private investment firm, from 1978 to
1985. Mr. Maurer is a Certified Public Accountant and was associated with Price
Waterhouse prior to joining The Hillman Company.
JAMES E. JONES, age 38, became the Vice President of Marketing and a
director of the Company on January 1, 2001. The founder of Ladies Golf Equipment
Company, Inc. ("Ladies Golf"), Mr. Jones was President of that company from 1993
through 2000, and served as President of the Company's wholly-owned subsidiary
S2 Golf Acquisition Corp. ("S2 Acquisition") between the merger of Ladies Golf
into S2 Acquisition at the end of December, 2000 and the merger of S2
Acquisition into the Company in May of 2001. He was Chief Operating Officer of
International Sporting Goods, a producer of a wide range of sporting goods
products from 1991 until 1993, and a sales representative for the Converse Shoe
Company from 1986 until 1991.
MARY ANN JORGENSON, age 61, has been a director of the Company since 1992.
She has been a partner with the law firm of Squire, Sanders & Dempsey L.L.P.
since 1984 and has been associated since 1975 with that firm. She also serves as
a director of Cedar Fair Management Company, the general partner of Cedar Fair,
L.P., an owner and operator of amusement parks, and is a director of Anthony &
Sylvan Pools Corporation, an installer of concrete in-ground swimming pools.
2
NANCY LOPEZ, age 45, became a director of the Company on January 1, 2001.
She was a co-founder of the NancyLopezGolf(TM) brand of women's golf clubs and
accessories. Ms. Lopez has been a member of the Tour Division of the Ladies
Professional Golf Association since 1977, and was inducted into the LPGA(R) Hall
of Fame in 1987. She has 48 career victories including three major titles. Ms.
Lopez was Rookie of the Year in 1978, a four-time LPGA(R) player of the year and
a three-time Vare trophy winner for the lowest scoring average.
FREDERICK B. ZIESENHEIM, age 75, has been a director of the Company since
1992. He has been with the law firm of Webb Ziesenheim Logsdon Orkin & Hanson,
P.C. since 1988 and is currently Vice Chairman of its Board of Directors. Prior
to combining his practice with that firm, Mr. Ziesenheim was President of the
law firm of Buell, Ziesenheim, Beck and Alstadt, P.C., with whom he had been
associated since 1958.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ELECTION OF THE ABOVE NAMED NOMINEES
The Board of Directors intends to vote the proxies solicited by it (other
than proxies in which the vote is withheld as to one or more nominees) for the
seven candidates standing for election as directors nominated by the Board of
Directors. If any nominee is unable to serve, the shares represented by all
valid proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
for which any nominee might be unavailable to serve.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 2001, the Board of Directors held two meetings and acted three times
by unanimous written consent. The Board of Directors has two standing
committees, the Audit Committee and the Compensation Committee. Robert L. Ross
and Mary Ann Jorgenson are members of the Compensation Committee, which reviews
and makes recommendations to the Board of Directors concerning compensation and
benefit matters. The Compensation Committee held one meeting in 2001.
The Audit Committee recommends to the Board the engagement of independent
auditors, the plan and scope of the audit engagement, and the overall management
and operations of the Company's control procedures and accounting practices and
policies. Notwithstanding the above, the Audit Committee is not responsible for
conducting audits, preparing financial statements, or assuring the accuracy of
financial statements or filings, all of which is the responsibility of
management and the outside auditors. The Audit Committee held two meetings in
2001.
The current members of the Audit Committee are Richard M. Maurer, Frederick
B. Ziesenheim and Mary Ann Jorgenson. Mr. Ziesenheim and Ms. Jorgenson each are
"independent" under the National Association of Securities Dealers ("NASD")
listing standards. Mr. Maurer may not be independent under NASD listing
requirements Rule 4200(a)(15) because he is an officer, a director and one
principal shareholder of Maurer Ross & Co., Incorporated, the general partner of
MR & Associates, which (i) is the managing general partner of Wesmar Partners, a
beneficial owner of more than twenty-five percent of the Company's Common Stock,
and (ii) provided consulting services to the Company for fees of $60,000 in the
previous fiscal year. Noting that NASD listing requirements Rule
4310(c)(26)(B)(ii) permits the appointment of non-independent directors in
limited and exceptional circumstances, the Board has found that the best
interests of the Company and its shareholders require the appointment of Mr.
Maurer to the Audit Committee because, as a Certified Public Accountant, he
brings to the Audit Committee the past employment experience in finance or
accounting or professional training in accounting required by NASD listing
requirements Rule 4310(c)(26)(B)(i), and no independent directors of the Company
have such past employment experience or training.
3
The Audit Committee performs its oversight functions and responsibilities
pursuant to a written charter adopted by the Company's Board of Directors, which
the Company attached to its proxy statement for the 2001 annual meeting of its
shareholders.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed the audited financial
statements of the Company for the fiscal year ended December 31, 2001 with the
Company's management. The Audit Committee has also discussed with Rothstein,
Kass & Company, P.C. ("Rothstein, Kass"), the Company's independent auditors,
all matters required by generally accepted auditing standards to be discussed,
including the matters required to be discussed by Statement on Auditing
Standards 61. The Audit Committee has received the written disclosures and the
letter from Rothstein, Kass required by Independence Standards Board Standard
No. 1 and has discussed with Rothstein, Kass its independence.
Based on the review and discussions noted above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 for filing with the Securities and Exchange Commission.
Richard M. Maurer
Mary Ann Jorgenson
Frederick B. Ziesenheim
COMPENSATION OF DIRECTORS
Pursuant to the terms of the Company's 1992 Stock Plan for Independent
Directors, as amended (the "1992 Stock Plan"), each independent, non-employee,
non-consultant director of the Company (currently Mary Ann Jorgenson and
Frederick B. Ziesenheim) receives automatic grants of Common Stock for each
meeting of the Board of Directors or committee thereof attended by such person.
The number of shares of Common Stock awarded is the number of shares having an
aggregate fair market value, on the date of the meeting attended, equal to
$1,000, and effective in 1997, shares of Common Stock having an aggregate fair
market value on the date of the meeting equal to $500 if the meeting was a
telephonic meeting or if such person participated in a regular meeting by
telephone. The fair market value of the Common Stock on each relevant date is
the closing price of the Common Stock on the Nasdaq (or such other public market
or exchange on which such shares may then be traded) on that date or, if no
shares are traded on that date, the closing price on the first date preceding
that date on which such shares were traded.
EXECUTIVE OFFICERS
The person named below is an executive officer of the Company who is not
also a director of the Company.
RANDY A. HAMILL, age 46, has been Senior Vice President of the Company
since July 1991 and is in charge of all manufacturing and purchasing. Effective
in January 1996, Mr. Hamill became Assistant Secretary of the Company. He was
Vice President of Manufacturing of the Company from 1981 to July 1991.
4
COMPENSATION OF MANAGEMENT
The following table sets forth certain information with respect to annual
and long-term compensation for services in all capacities paid by the Company
for the years ended December 31, 2001, 2000 and 1999, to or on behalf of Robert
L. Ross, Douglas A. Buffington, Randy A. Hamill and James E. Jones
(collectively, the "Named Executives").
SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------------------------- ---------------------------
OTHER SECURITIES
NAME AND ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
------------------ ---- -------- ------- ------------ ---------- ------------
Robert L. Ross, 2001 $ 0 $ 0 $ 0 0 $ 0
Chief Executive Officer 2000 $ 0 $ 0 $ 0 10,000 $ 0
1999 $ 0 $ 0 $ 0 7,500 $ 0
Douglas A. Buffington, 2001 $173,073 $45,000(1) $19,829(2) 20,000(3) $975(4)
President, Chief 2000 $150,000 $35,000(5) $19,392(2) 20,000(6) $975(4)
Financial Officer, 1999 $149,808 $24,375(7) $19,389(2) 14,375(8) $975(4)
Chief Operating
Officer, and Treasurer
Randy A. Hamill, 2001 $116,539 $31,250(1) $ 0 0 $ 0
Senior Vice President 2000 $100,000 $20,000(9) $ 0 5,000(6) $ 0
of Manufacturing and 1999 $100,000 $ 6,250(7) $ 0 6,250(8) $ 0
Resources and Assistant
Secretary
James E. Jones, 2001(10) $100,000 $ 0 $ 0 0 $ 0
Vice President of Marketing
----------
(1) Bonus earned in 2001, paid in 2002.
(2) Travel/commuting expenses reimbursed by the Company.
(3) Awarded for 2001 services, granted in 2002.
(4) The Company paid the $975 annual premium on a $750,000 insurance policy on
the life of Mr. Buffington, which names Mr. Buffington's wife as the sole
beneficiary.
(5) Bonus earned in 2000, paid in 2001.
(6) Awarded for 2000 services, granted in 2000.
(7) Bonus earned in 1999, paid in 2000.
(8) Awarded for 1999 services, granted in 2000.
(9) Bonus earned in 2000, paid in 2000.
(10) Mr. Jones became an employee on January 1, 2001.
5
No stock options were granted to the Named Executives in 2001.
The following table sets forth certain information pertaining to stock
options held by the Named Executives as of December 31, 2001. The Named
Executives exercised no options in 2001.
2001 FISCAL YEAR END OPTION HOLDINGS
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR END AT FISCAL YEAR END(1)
------------------------------ ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Robert L. Ross 67,500 0 $ 0 $ 0
Douglas A. Buffington 85,375 0 $ 0 $ 0
Randy A. Hamill 59,842 0 $ 0 $ 0
James E. Jones 0 0 $ 0 $ 0
----------
(1) Calculated on the basis of the fair market value of the Common Stock of
$.75 per share on December 31, 2001, less exercise price.
6
TRANSACTIONS WITH MANAGEMENT AND DIRECTORS
EMPLOYMENT AND OTHER AGREEMENTS
The Company entered into a new employment agreement with Douglas A.
Buffington effective January 1, 2001 and terminating on December 31, 2005 unless
terminated sooner as provided in the agreement. Mr. Buffington's base annual
salary under the agreement is $175,000. An incentive cash bonus and stock option
program are incorporated into the agreement. Additional stock options, other
than those provided in the incentive program, may be granted at the discretion
of the Company's Board of Directors. The agreement also provides for certain
benefits, in addition to the standard Company employee fringe benefits,
including but not limited to reimbursement of certain expenses and payment of
premiums on a $750,000 life insurance policy with Mr. Buffington's spouse named
as beneficiary. The agreement also contains "noncompetition" and "invention and
secrecy" clauses.
On December 29, 2000, the Company and S2 Acquisition entered into an
employment agreement with James E. Jones, effective as of January 1, 2001 and
terminating on December 31, 2005 unless terminated sooner as provided in the
agreement, pursuant to which Mr. Jones serves as the Vice President of Marketing
of the Company and served as the President of S2 Acquisition prior to its merger
into the Company. Under this agreement, Mr. Jones' annual base salary is
$100,000; he also may receive grants of options to purchase shares of the
Company's Common Stock; and he receives the Company's standard employee fringe
benefits. The agreement also contains "noncompetition" and "invention and
secrecy" clauses.
In January 1997, the Company entered into an agreement with Randy A. Hamill
pursuant to which Mr. Hamill was granted an immediately exercisable option to
purchase 40,000 shares of Common Stock at an exercise price of $0.9375 per
share. Upon the occurrence of a change in control of the Company (as defined in
the agreement) the exercise price per share for any unexercised portion of the
option would be the lower of (a) (i) one cent or (ii) the lowest price greater
than one cent per share that would not cause the value to Mr. Hamill of shares
acquired upon exercise to be considered an "excess parachute payment" under
Section 280G of the Internal Revenue Code of 1986 as amended or (b) $0.9375. In
the event that Mr. Hamill should die while employed by the Company and the
Company has received $500,000 as beneficiary of a life insurance policy it
maintains on Mr. Hamill's life, Mr. Hamill's estate will have the right to
require the Company to purchase the option, if unexercised, for $500,000 or,
subject to certain limitations, to purchase up to 39,999 shares received on
exercise of the option for their fair market value at that time.
TRANSACTIONS AND OTHER EVENTS
In 2001 MR & Associates provided, and does currently provide, consulting
services to the Company for fees of $5,000 per month. Mr. Maurer, a director and
Secretary of the Company, and Mr. Ross, a director and Chief Executive Officer
of the Company, are officers, directors, and principal shareholders of Maurer
Ross & Co., Incorporated, the general partner of MR & Associates. MR &
Associates is the managing general partner of Wesmar Partners, a beneficial
owner of more than five percent of the Company's Common Stock.
James E. Jones, a holder of more than five percent of the Company's
outstanding Common Stock since December 29, 2000 and a director of the Company
since January 1, 2001, is the holder of a promissory note of the Company in the
principal amount of $1,000,000, as restated, due in three installments in 2002,
which the Company issued as part of the purchase price for its December, 2000
acquisition, through S2 Acquisition, of Ladies Golf Company, Inc., of which Mr.
Jones was a shareholder.
7
Nancy Lopez, a director of the Company as of January 1, 2001, is the
President of Nancy Lopez Enterprises, Inc., which will receive royalty payments
and options to purchase Common Stock of the Company under a licensing agreement
that the Company entered into pursuant to the July 2000 transaction to acquire
the assets of NancyLopezGolf(TM).
During the fiscal year ended December 31, 2001, the Company retained the
law firm of Squire, Sanders & Dempsey L.L.P. ("Squire, Sanders"), of which Mary
Ann Jorgenson, a director of the Company, is a partner, to represent the Company
in various matters.
8
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of April 19, 2002 by (i) each person
who beneficially owned five percent (5%) or more of the outstanding Common
Stock, (ii) each director, (iii) each Named Executive and (iv) all directors and
executive officers as a group calculated in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended. Except as otherwise noted, the
persons named in the table below have sole voting and investment power with
respect to the shares shown as beneficially owned by them.
NUMBER OF
SHARES OF COMMON PERCENT
STOCK BENEFICIALLY OF COMMON
NAME AND ADDRESS OWNED(1) STOCK(1)
---------------- ------------------ ---------
L. R. Jeffrey(2)
50 Gloucester Road
Summit, NJ 07901 250,000 7.2%
Richard M. Maurer(3),(6), Director and Secretary
Three Gateway Center
Pittsburgh, PA 15222 1,501,096 45.6%
Robert L. Ross(4),(6), Director, Chairman
and Chief Executive Officer
Three Gateway Center
Pittsburgh, PA 15222 1,473,596 44.8%
Mary Ann Jorgenson, Director
4900 Key Tower
127 Public Square
Cleveland, OH 44114-1304 12,995 *
Frederick B. Ziesenheim, Director
700 Koppers Building
436 7th Avenue
Pittsburgh, PA 15219-1818 12,978 *
Douglas A. Buffington, Director and President
18 Gloria Lane
Fairfield, NJ 07004 107,375 3.2%
Randy A. Hamill(5), Senior Vice President
18 Gloria Lane
Fairfield, NJ 07004 74,142 2.3%
James E. Jones, Director and Vice President
3803 Corporex Park Drive
Tampa, FL 33619 775,000 24.0%
Brian Christopher
3803 Corporex Park Drive
Tampa, FL 33619 225,000 7.0%
Wesmar Partners(6)
MR & Associates
Maurer, Ross & Co., Incorporated
Three Gateway Center
Pittsburgh, PA 15222 1,399,096 43.4%
All directors and executive
officers as a group (7 persons)(7) 2,558,086 72.6%
-----------
* Less than 1%
9
(1) The numbers listed include shares covered by options that are currently
exercisable as of April 19, 2001. The numbers and percentages of shares
owned assume that such outstanding options had been exercised as follows:
L. R. Jeffrey, Jr. - 250,000, Richard M. Maurer - 67,500, Robert L. Ross -
67,500, Douglas A. Buffington - 105,375, Randy A. Hamill - 59,892, and all
directors and executive officers as a group - 300,267.
(2) Does not include 730 shares owned by various members of Mr. Jeffrey's
family with respect to which Mr. Jeffrey disclaims any beneficial
ownership.
(3) Includes 34,500 shares that are held directly by three trusts of which Mr.
Maurer is co-trustee and with respect to which he shares voting and
investment power, 1,399,096 shares owned directly by Wesmar Partners with
respect to which he shares voting and investment power, and 67,500 shares
underlying the options held directly by Mr. Maurer.
(4) Includes 1,399,096 shares owned directly by Wesmar Partners with respect to
which Mr. Ross shares voting and investment power and 67,500 shares
underlying the options held directly by Mr. Ross.
(5) Does not include 750 shares owned by various members of Mr. Hamill's family
with respect to which Mr. Hamill disclaims any beneficial ownership.
(6) Wesmar Partners is a Delaware limited partnership whose partners are
Landmark Equity Partners III, L.P., a Delaware limited partnership, and MR
& Associates, a Pennsylvania limited partnership. MR & Associates is the
managing general partner of Wesmar Partners. Messrs. Maurer and Ross are
officers, directors and principal shareholders of Maurer Ross & Co.,
Incorporated, a Pennsylvania corporation that is the general partner of MR
& Associates.
(7) Does not include shares owned by various members of Mr. Hamill's family
with respect to which Mr. Hamill disclaims any beneficial ownership.
Includes 1,399,096 shares owned directly by Wesmar Partners (see Notes 3, 4
and 6 above).
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Company's directors, executive officers and any person
holding ten percent or more of the Company's Common Stock are required to report
their initial ownership of the Company's Common Stock and any changes in that
ownership to the Securities and Exchange Commission (the "SEC"). Based solely on
a review of copies of the forms furnished to the Company in 2001 and written
representations from the Company's directors and executive officers, the Company
believes that all Section 16(a) filing requirements applicable to its directors,
executive officers and ten percent shareholders in 2001 were complied with.
INDEPENDENT PUBLIC ACCOUNTANTS
Rothstein, Kass has served as independent accountants and auditors of the
Company since 1999, and has been selected to provide independent accounting and
audit services to the Company during the current fiscal year. A representative
of Rothstein, Kass is expected to be present at or available by telephone during
the Annual Meeting, will have the opportunity to make a statement should he so
desire, and is expected to be available to respond to appropriate questions.
10
AUDIT FEES
Rothstein, Kass billed the Company aggregate fees of $42,465 for its audit
of the Company's annual financial statements and review of the financial
statements included in the Company's Reports on Form 10-Q for the year ended
December 31, 2001.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
For the year ended December 31, 2001, Rothstein, Kass did not provide to
the Company any financial information systems design and implementation
services, including the types of services described in Paragraph (c)(4)(ii) of
Rule 2-01 of Regulation S-X, and therefore charged no fees for such services.
ALL OTHER FEES
For the year ended December 31, 2001, Rothstein, Kass billed the Company
aggregate fees of $6,000 for its preparation of the Company's income tax
returns. The Audit Committee of the Company's Board of Directors has considered
whether the provision of such services is compatible with maintaining the
independence of Rothstein, Kass.
ADDITIONAL INFORMATION
The Company has enclosed with this Proxy Statement its Annual Report
for the year ended December 31, 2001. Shareholders are referred to the report
for financial and other information about the Company, but such report is not
incorporated in this Proxy Statement and is not a part of the proxy soliciting
material.
SHAREHOLDER PROPOSALS FOR THE 2003 ANNUAL MEETING
Any shareholder who intends to present a proposal at the 2003 annual
meeting and who wishes to have the proposal included in the Company's proxy
statement and form of proxy for that meeting must deliver the proposal to the
Secretary of the Company at 18 Gloria Lane, Fairfield, New Jersey 07004 not
later than January 10, 2003. In order to be eligible for inclusion in the proxy
materials for the 2003 Annual Meeting of Shareholders, such proposals must meet
the requirements set forth in the rules and regulations of the SEC.
Any shareholder who intends to present a proposal at the 2003 annual
meeting other than for inclusion in the Company's proxy statement and form of
proxy must deliver the proposal to the Company at its executive offices, 18
Gloria Lane, Fairfield, New Jersey 07004, not later than March 26, 2003 or such
proposal will be untimely. If a shareholder fails to submit the proposal by
March 26, 2003, the Company reserves the right to exercise discretionary voting
authority on the proposal.
OTHER MATTERS
The Board does not intend to present, and does not have any reason to
believe that others will present, any item of business at the Annual Meeting
other than those specifically set forth in the notice of the meeting. However,
if other matters are properly brought before the Annual Meeting, the persons
named on the enclosed proxy will have discretionary authority to vote all
proxies in accordance with their best judgment.
11
All costs and expenses of this solicitation, including the cost of
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition to the use of the mails, certain directors, officers and regular
employees of the Company may solicit proxies personally, or by mail, telephone,
telegraph, or otherwise, but such persons will not be compensated for such
services. Brokerage firms, banks, fiduciaries, voting trustees or other nominees
will be requested to forward the soliciting materials to each beneficial owner
of stock held of record by them, and the Company has engaged Continental Stock
Transfer and Trust Company to coordinate the solicitation of proxies by and
through such holders for a fee of approximately $2,000 plus expenses.
By Order of the Board of Directors
Richard M. Maurer, Secretary
May 17, 2002
Fairfield, New Jersey
12
WOMEN'S GOLF UNLIMITED, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Douglas A. Buffington and Richard M. Maurer, or either of them, each with
power of substitution, are hereby authorized to vote all stock of Women's Golf
Unlimited, Inc. which the undersigned would be entitled to vote if personally
present at the annual meeting of shareholders of Women's Golf Unlimited, Inc. to
be held on June 18, 2002, and at any postponements or adjournments thereof as
follows:
Election of Directors: [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
Nominees: Douglas A. Buffington, James E. Jones, Mary Ann Jorgenson,
Nancy Lopez, Richard M. Maurer, Robert L. Ross and Frederick
B. Ziesenheim
A VOTE FOR ALL NOMINEES IS RECOMMENDED BY THE BOARD OF DIRECTORS.
INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, DRAW A LINE
THROUGH HIS OR HER NAME.
(Continued from other side)
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 OF ALL NOMINEES.
Please sign this proxy exactly
as your name appears below. When
shares are held jointly, each
holder should sign. When signing
as attorney, executor,
administrator, trustee or in
another representative capacity,
please give full title as such.
If a corporation, please sign in
full corporate name by the
president or other authorized
officer. If a partnership,
please sign in partnership name
by an authorized person.
Dated: , 2002
------------------
Signature
--------------------------------
Signature, if held jointly
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.