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 Section 240.14a-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:
WOMEN'S GOLF UNLIMITED, INC.
18 GLORIA LANE
FAIRFIELD, NEW JERSEY 07004
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 17, 2003
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 the
Holiday Inn-Pittsburgh-North, 10 Landings Drive, Harmarville, Pennsylvania
15238, on June 17, 2003, at 9:30 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 18,
2003, 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 16, 2003
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
WOMEN'S GOLF UNLIMITED, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JUNE 17, 2003
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 the Holiday Inn-Pittsburgh-North, 10 Landings Drive,
Harmarville, Pennsylvania 15238, on June 17, 2003, at 9:30 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 16, 2003.
SHARES OUTSTANDING, VOTING RIGHTS AND VOTE REQUIRED
Only shareholders of record at the close of business on April 18, 2003
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 3,227,215 shares were outstanding as of the close of business on April
18, 2003. 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 2004 annual
meeting of shareholders. All nominees currently serve as directors of the
Company.
ROBERT L. ROSS, age 58, 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 47, 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 54, 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 40, 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 62, 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 Anthony & Sylvan Pools Corporation, an installer of
concrete in-ground swimming pools.
2
NANCY LOPEZ, age 46, 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 76, 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 has no reason
to believe any nominee will be unavailable to serve.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 2002, the Board of Directors held two meetings and acted three
times by unanimous written consent. Incumbent Board member Nancy Lopez has
attended fewer than 75 percent of the meetings of the Board of Directors that
have been held since she became a director of the Company. The Board of
Directors has two standing committees, the Audit Committee and the Compensation
Committee. The Board of Directors does not have a Nominating 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 2002.
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 2002.
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 a
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
3
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.
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, 2002 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, 2002 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 an automatic grant of Common Stock for each
meeting of the Board of Directors or committee thereof that he or she attends.
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 in the Over-The-Counter Bulletin Board 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.
4
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 48, 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.
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, 2002, 2001 and 2000, 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
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------
OTHER SECURITIES
NAME AND ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
------------------ ---- ------ ----- ------------ ------- ------------
Robert L. Ross, 2002 $ 0 $ 0 $ 0 0 $ 0
Chief Executive Officer 2001 $ 0 $ 0 $ 0 0 $ 0
2000 $ 0 $ 0 $ 0 10,000 $ 0
Douglas A. Buffington, 2002 $ 175,000 $ 0 $ 19,267(4) 0 $ 975(7)
President, Chief 2001 $ 173,073 $ 45,000(1) $ 19,829(4) 20,000(5) $ 975(7)
Financial Officer, 2000 $ 150,000 $ 35,000(2) $ 19,392(4) 20,000(6) $ 975(7)
Chief Operating
Officer, and Treasurer
Randy A. Hamill, 2002 $ 130,962 $ 0 $ 0 0 $ 0
Senior Vice President 2001 $ 116,539 $ 31,250(1) $ 0 0 $ 0
of Manufacturing and 2000 $ 100,000 $ 20,000(3) $ 0 5,000(6) $ 0
Resources and Assistant
Secretary
James E. Jones, 2002(8) $ 96,923 $ 0 $ 0 0 $ 0
Vice President 2001(8) $ 100,000 $ 0 $ 0 0 $ 0
of Marketing
(1) Bonus earned in 2001, paid in 2002.
(2) Bonus earned in 2000, paid in 2001.
(3) Bonus earned in 2000, paid in 2000.
5
(4) Travel/commuting expenses reimbursed by the Company.
(5) Awarded for 2001 services, granted in 2002.
(6) Awarded for 2000 services, granted in 2000.
(7) 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.
(8) Mr. Jones became an employee on January 1, 2001.
The following table sets forth information pertaining to stock options
granted to the Named Executives in 2002:
2002 OPTION GRANTS
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED EXERCISE OR
UNDERLYING TO EMPLOYEES BASE PRICE EXPIRATION
NAME OPTIONS GRANTED IN 2002 $/SH DATE
---- --------------- ------- ---- ----
Douglas A. Buffington 20,000 (1) 100.0% $1.18 (2) 1/15/2012
(1) Immediately exercisable.
(2) Upon certain changes in control, exercise price becomes $0.01.
The following table sets forth certain information pertaining to stock
options held by the Named Executives as of December 31, 2002:
2002 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 105,375 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
$.58 per share on December 31, 2002, less exercise price.
The Named Executives exercised no options in 2002.
Other than the options granted to Mr. Buffington described in the "2002
Option Grants" table above, no awards under any Long Term Incentive Plan were
made to any of the Named Executives in 2002.
6
TRANSACTIONS WITH MANAGEMENT AND DIRECTORS
EMPLOYMENT AND OTHER AGREEMENTS
The Company entered into an 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.
The Company and its then wholly-owned subsidiary S2 Golf Acquisition
Corp. ("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 in 2001. Under
this agreement, as amended, Mr. Jones' current annual base salary is $80,000; 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 2002 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.
Nancy Lopez, who has been a director of the Company since January 1,
2001, is the President of Nancy Lopez Enterprises, Inc., which receives royalty
payments and, if certain targets are met, options to purchase Common Stock of
the Company, as well as bonuses for certain tournament winnings under a
licensing agreement into which the Company entered pursuant to the July 2000
transaction to acquire the assets of NancyLopezGolf(TM). In 2002, Lopez
Enterprises received royalty payments of $200,000 from the Company.
7
During the fiscal year ended December 31, 2002, the Company retained
the law firm of Squire, Sanders & Dempsey L.L.P., of which Mary Ann Jorgenson, a
director of the Company, is a partner, to represent the Company in various
matters for fees of less than $60,000.
During the fiscal year ended December 31, 2002, the Company retained
the law firm of Webb Ziesenheim Logsdon Orkin & Hanson, P.C., of which Frederick
B. Ziesenheim, a director of the Company, is Vice Chairman of the Board of
Directors, to represent the Company in various matters for fees of less than
$60,000.
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 May 6, 2003 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 44.7%
Mary Ann Jorgenson, Director
4900 Key Tower
127 Public Square
Cleveland, OH 44114-1304.................................................. 14,925 *
Frederick B. Ziesenheim, Director
700 Koppers Building
436 7th Avenue
Pittsburgh, PA 15219-1818................................................. 14,908 *
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........................................................... 721,668 22.4%
Brian Christopher
3803 Corporex Park Drive
Tampa, FL 33619........................................................... 278,332 8.6%
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)......................................... 2,508,614 71.1%
* Less than 1%
9
(1) The numbers listed include shares covered by options that are currently
exercisable as of May 6, 2003. 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 2002 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 2002 were complied with,
except as set forth below.
Douglas A. Buffington, a director and President, Chief Financial
Officer, Chief Operating Officer and Treasurer of the Company, was granted
options to purchase 20,000 shares of Common Stock on January 15, 2002; he
reported such grant on a Form 4 filed with SEC on May 13, 2003.
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 $51,000 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, 2002.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
For the year ended December 31, 2002, 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, 2002, Rothstein, Kass billed the
Company aggregate fees of $6,500 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, 2002. 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 2004 ANNUAL MEETING
Any shareholder who intends to present a proposal at the 2004 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 17, 2004. In order to be eligible for inclusion in the proxy
materials for the 2004 Annual Meeting of Shareholders, such proposals must meet
the requirements set forth in the rules and regulations of the U. S. Securities
and Exchange Commission.
Any shareholder who intends to present a proposal at the 2004 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 April 1, 2004 or such
proposal will be untimely. If a shareholder fails to submit the proposal by
April 1, 2004, the Company reserves the right to exercise discretionary voting
authority on the proposal.
11
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.
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 16, 2003
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 17, 2003, 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: , 2003
--------------------
Signature
--------------------------------
Signature, if held jointly
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.