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Best Collateral Inc – ‘DEFM14A’ on 7/15/98

As of: Wednesday, 7/15/98 · Accession #: 849303-98-5 · File #: 0-17879

  As Of                Filer                Filing    For·On·As Docs:Size

 7/15/98  Best Collateral Inc               DEFM14A                1:24K

Definitive Proxy Solicitation Material — Merger or Acquisition — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Solicitation Material -- Merger      11     44K 
                          or Acquisition                                         

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BEST COLLATERAL, INC.       
2447 MISSION STREET       
SAN FRANCISCO, CALIFORNIA       

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS      

TO BE HELD AUGUST 19, 1998        

Notice is hereby given that the Annual Meeting of Shareholders of       
Best Collateral, Inc. (the "Company"), a Colorado corporation, will be          
held at 10:00 a.m. PDT, on August 19, 1998, at the offices of                   
PricewaterhouseCoopers, L.L.P., 333 Market Street, 21st Floor, San              
Francisco, California 94105, for the following purposes:                        

1.  To elect seven directors to serve until the annual meeting in 1999          
or until their successors shall be elected and qualified;               

2.  To ratify the appointment of PricewaterhouseCoopers, L.L.P., as             
independent auditors of the Company, for fiscal 1999; and               

3.  To transact such other business as may properly come before the             
meeting or any adjournment thereof.                                     

The board of directors has fixed the close of business on July 15,      
1998, as the record date for determining those shareholders that will           
be entitled to vote at the meeting.                                             

_____________________________________________________________         

SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IF          
YOU CANNOT ATTEND, PLEASE FILL IN DATE, SIGN AND RETURN THE ENCLOSED            
PROXY IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY BE VOTED AT THE          
MEETING. YOUR VOTE IS IMPORTANT.                                                

_____________________________________________________________         

                            By Order of the Board of Directors

      Roean Iscoff
   Secretary

San Francisco, California                                                       
June 26, 1998                                                                   

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PROXY STATEMENT       

BEST COLLATERAL, INC.     

This Proxy Statement, which will be mailed on or around June 28,        
1998, is furnished to shareholders of Best Collateral, Inc., a Colorado         
corporation (the "Company"), in connection with the solicitation by the         
Company's Board of Directors of proxies in the accompanying form for            
use in voting at the Annual Meeting of Shareholders of the Company (the         
"Meeting") to be held at the offices of PricewaterhouseCoopers, L.L.P.,         
333 Market Street, 21st Floor, San Francisco, California 94105, on              
August 19, 1998, at 10:00 a.m. PDT, and any adjournment or postponement         
thereof.                                                                        

Shareholders of record at the close of business on July 15, 1998        
(the "record date") will be entitled to one vote at the Meeting for             
each share then held. All shares represented by proxy will be voted in          
accordance with the instructions, if any, given in such proxy.  A               
shareholder may abstain from voting for a particular proposal by                
marking the appropriate box on the accompanying proxy card. If no               
instructions are given, the stockholder's shares will be voted as               
recommended by the board of directors.  Proxies may be revoked at               
anytime before the proxy is voted by giving written notice of                   
revocation to the secretary of the Company or by signing and delivering         
a proxy which is dated later, or if the stockholder attends the Meeting         
in person, by either notice of revocation to the inspectors of election         
at the Meeting or by voting at the Meeting.                                     

The only matters that management intends to present to the Meeting      
are the election of directors (Proposal 1), and the ratification of the         
appointment of PricewaterhouseCoopers, L.L.P., as independent auditors          
of the Company for fiscal 1999 (Proposal 2).  Should any other matters          
be properly presented at the Meeting, the persons named in the                  
accompanying proxy will vote upon them in accordance with their best            
judgment.                                                                       

VOTING SECURITIES         

Only stockholders of record at the close of business on July 15,        
1998 will be entitled to vote at the Meeting.  On that date, there were         
issued and outstanding 4,024,990 shares of the Company's $0.10 par              
value common stock ("Common Stock"), entitled to one vote per share.            
In the election of directors, cumulative voting is not allowed.  There          
are no outstanding shares of preferred stock.                                   

A majority of the outstanding shares of Common Stock, present in        
person or by proxy and entitled to vote will constitute a quorum for            
the transaction of business at the Meeting.  Under Colorado law and the         
Company's Articles of Incorporation, if a quorum is present at the              
Meeting, (I) the seven nominees for election as directors who receive           
the greatest number of votes shall be elected as the directors and (ii)         
Proposal 2 on the proxy card, relating to ratification of the                   

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appointment of auditors, and any other matters submitted to a vote of           
the stockholders at the Meeting must be approved by the affirmative             
vote of the majority of shares present in person or by proxy and                
entitled to vote on the matter.  In the election of the directors, any          
action other than a vote for a nominee will have the practical effect           
of voting against the nominee.  Abstention from voting on Proposal 2 on         
the proxy card or on any other matter presented at the Meeting will             
have the practical effect of voting against any such matter since it is         
one less vote for approval, while broker nonvotes on any such matter            
will not be considered "shares present" for voting purposes.                    

BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK                              

The following table sets forth, as of July 10, 1998, the beneficial     
ownership of the Company's Common Stock (i) by each person or group of          
persons known by the Company to beneficially own more than 5 percent of         
the outstanding Common Stock, (ii) the directors of the Company, (iii)          
the executive officers of the Company, and (iv) directors and executive         
officers as a group.  Except as otherwise noted below, all shares of            
common stock are owned beneficially by the individual listed with sole          
voting and/or investment power.                                                 

                                                                [Download Table]
                                                                       
                                            PERCENT         PERCENT    
 NAME AND                    PERCENT         OWNED           OWNED     
 BUSINESS     AMOUNT AND     OWNED OF       ASSUMING        ASSUMING   
ADDRESS OF    NATURE OF       COMMON       CONVERSION      CONVERSION  
BENEFICIAL    BENEFICIAL      SHARES        OF STOCK     OF CONVERTIBLE
  OWNER       OWNERSHIP     OUTSTANDING    OPTIONS (1)      DEBT (2)   
----------    ----------    -----------    -----------   --------------
Ronald                                                                 
Verber (3)                                                             
              1,945,358        48.4%           41.6%           44.0%   

Roean                                                                  
Iscoff (3)(4)                                                          
                 27,500            *               *               *   

Roean Iscoff                                                           
Trustee (3):                                                           
Iscoff Credit                                                          
Trust                                                                  
                971,428        24.2%           20.8%           22.0%   

Iscoff                                                                 
Survivors                                                              
Trust                                                                  
                971,429        24.2%           20.8%           22.0%   

Edward A.                                                              
Strobin (3)(5)                                                         
                256,821            *            4.5%            1.3%   

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                                                                [Download Table]
                                                                    
Martin S.                                                           
Gans                                                                
(3)(5)                                                              
                256,822            *            4.5%            1.3%

John P.                                                             
Carver                                                              
(3)(6)                                                              
                275,000            *            2.9%            1.7%

Robert E.                                                           
Verhoeff (3)(7)                                                     
                126,876            *            2.8%               *

Flora B.                                                            
Verber (3)(8)                                                       
                 35,000            *               *               *

Directors and                                                       
Executive                                                           
Officers as                                                         
a Group                                                             
              4,866,234        97.2%           97.6%           93.7%

(1)   Assumes conversion of all outstanding stock options into shares of        
Common Stock and includes for each person only those shares that      
are exercisable within 60 days of the Record Date. The total          
number of shares outstanding used in calculating this percentage      
excludes the number of shares of Common Stock subject to options      
held by other persons that are exercisable within 60 days of the      
Record Date.                                                          

(2)   Assumes conversion of all outstanding convertible debt into shares        
of Common Stock and includes for each person only those shares        
that are exercisable within 60 days of the Record Date. The total     
number of shares outstanding used in calculating this percentage      
excludes the number of shares of Common Stock subject to              
conversion held by other persons that are exercisable within 60       
days of the Record Date.                                              

(3)   The business address of such person is 2447 Mission Street, San           
Francisco, CA 94110                                                   

(4)   Includes 25,000 shares that may be acquired upon conversion of            
convertible notes (convertible at $1.00 per share).                   

(5)   Includes 200,000 shares subject to stock options that are                 
exercisable within 60 days of the Record Date and 50,000 shares       
that may be acquired upon conversion of convertible notes             
(convertible at $1.00 per share).                                     

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(6)   Includes 200,000 shares subject to stock options, of which 132,000        
are exercisable within 60 days of the Record Date and 75,000          
shares that may be acquired upon conversion of convertible notes      
(convertible at $1.00 per share).                                     

(7)   Includes 120,000 shares subject to stock options that are                 
exercisable within 60 days of the Record Date.                        

(8)   Includes 35,000 shares that may be acquired upon conversion of            
convertible notes (convertible at $1.00 per share).                   

ELECTION OF DIRECTORS       
(PROPOSAL 1 OF PROXY CARD)      

The Company's Articles of Incorporation and bylaws provide that the     
number of members of the board of directors shall be fixed by                   
resolution of the board. The size of the board is currently set at              
seven.  Directors are elected to serve until the next Annual Meeting of         
Shareholders and until their successor shall have been duly elected and         
qualified.                                                                      

The Company has no nominating or similar committee of its board of      
directors; therefore, it is the recommendation of the board of                  
directors that the board for the coming year, or until their successors         
have been duly elected and qualified, shall consist of a total of seven         
(7) members.  Unless authority is withheld, it is intended that the             
shares represented by proxy will be voted for the election of the               
nominees.  If any nominee is unable to serve for any reason, each proxy         
will be voted for such person(s) as shall be designated by the board of         
directors to replace such nominee(s).  The board of directors has no            
reason to expect that these nominees will be unable to serve.                   

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Certain information concerning such nominees is set forth below:                

                                                                [Download Table]
                                                                       
                          POSITION(S) WITH              PERIOD OF      
NAME              AGE       THE COMPANY                  SERVICE       
-------------     ---     ----------------            ---------------  
Ronald Verber      60     Chairman of the Board       Since June 1992  
                          President                                    

Roean Iscoff       69     Director,                                    
                          Vice President,                              
                          Secretary                   Since June 1992  

Flora B. Verber    54     Director,                                    
                          Vice President              Since June 1992  

David B. Verber    37     Director,                                    
                          Vice President              Since March 1993 

Edward A. Strobin  64     Director                    Since March 1993 

Martin S. Gans     56     Director                    Since March 1993 

John P. Carver     63     Director                    Since August 1996

Ronald Verber, Roean Iscoff and Flora B. Verber were appointed to       
their respective positions on June 17, 1992 following the merger of             
Security into the Company (those individuals held similar positions             
with Security prior to the merger).                                             

The following is a brief account of each director's business            
experience during at least the past five years.                                 

RONALD VERBER:    Mr. Verber joined the predecessor of Security in              
1958.  Mr. Verber served as a vice president and secretary of Security          
prior to becoming its president in September 1991.  Mr. Verber is an officer    
and a director of Verber-Iscoff Management, Inc., a privately held              
California corporation engaged in real estate and management activities.        

ROEAN ISCOFF:    Mrs. Iscoff is the widow of Marvin Iscoff, the former          
president and founder of Security and its predecessors.  Mrs. Iscoff            
has worked with all aspects of the pawnshop business, and previously            
served as a vice president and treasurer of Security.  Mrs. Iscoff is           
an officer and a director of Verber-Iscoff Management, Inc., a                  
privately held California corporation engaged in real estate rental and         
management activities.                                                          

FLORA B. VERBER:    Mrs. Verber has been employed by the Company in             
various positions since March 1971.  She presently serves as a vice             
president of Best Collateral, Inc. Mrs. Verber attended Arellano                
University in Manila, Philippines for four years prior to joining the           
Company.                                                                        
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DAVID B. VERBER:    Mr. Verber became employed by the Company in                
February 1992. He was named a vice president in June 1992 and a                 
director in March 1993.  Prior to his employment with the Company, Mr.          
Verber had been a manager of the Fish Market Restaurant in Palo Alto,           
California.  Mr. Verber earned an Associate of Arts degree from the             
College of San Mateo and a Bachelor of Arts degree from California              
State University, San Francisco.                                                

EDWARD A. STROBIN:    Mr. Strobin joined the Company as a director in           
March 1993.  From January 1994 to April 1998, Mr. Strobin served as             
president and CEO of The Nature Company, Inc.  Prior to that, Mr.               
Strobin was the founder, president and CEO of Streamers, Inc., a 15             
store retail merchandising operation.  From 1983 to 1988, Mr. Strobin           
served as the executive vice president and chief operating officer of           
the Banana Republic/Gap clothing retailer in San Francisco, California.         
He also has served as senior vice president with the Gap Corporation in         
San Bruno, California and as a regional vice president of May Company           
Department Stores.  Mr. Strobin has over 33 years of management                 
experience in retail merchandising.  Mr. Strobin earned a Bachelor of           
Arts in economics at Brooklyn College and an MBA from Hofstra                   
University.                                                                     

MARTIN S. GANS:    Mr. Gans joined the Company as a director in March           
1993.  Since 1988, Mr. Gans has been a self-employed investor. Prior to         
1987, he served as executive vice president and chief financial officer         
of Sun World International, Inc.  Prior to that he was a partner in             
Touche Ross & Co., a public accounting firm. Mr. Gans serves on the             
board of directors of LSL Biotechnologies, Inc., Odwalla, Inc. and              
International Storage Management NV.  Mr. Gans is a Certified Public            
Accountant and earned a BBA degree from the University of Miami and an          
MBA from Northwestern University.                                               

JOHN P. CARVER:    Mr. Carver joined the Company as a director in June          
1996.  Since 1989, Mr. Carver has been a self-employed investor and             
serves as assistant to the chairman of the Gap, Inc.  From 1977 to              
1989, he served as corporate senior vice president of human resources           
of the Gap, Inc. and from 1970 to 1975 he served as their vice                  
president of operations.  From 1975 to 1977, Mr. Carver was a general           
manager for a Bullock's retail store.  Prior to 1970, he held various           
positions within J.C. Penny's and Macys corporate offices.  Mr. Carver          
serves on the advisory committee for Jobs for Youth, A Better Chance            
and the Thacher School and on the board of directors of Soccer World,           
Inc., the Philanthropic Ventures Foundation and the Coyote Point                
Museum.  Mr. Carver earned a Bachelor of Arts degree from Stanford              
University.                                                                     

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OTHER EXECUTIVE OFFICERS                                                        

The following sets forth certain information concerning executive       
officers who are not also directors of the Company:                             

Robert E. Verhoeff, age 41, joined the Company as vice president of             
finance and administration in June 1993.  From July 1989 to May 1993,           
Mr. Verhoeff served as vice president of finance and administration for         
Dahlgren Control Systems, Inc., South San Francisco, California.  From          
1985-1989 he was with the public accounting firm of Coopers & Lybrand           
serving as Manager, Emerging Business Services Group.  Mr. Verhoeff             
serves on the board of directors of the Collateral Lenders and                  
Secondhand Dealers Association of California.  Mr. Verhoeff is a                
Certified Public Accountant and received a Bachelor of Science degree           
from California State University, Hayward.                                      

Ronald Verber is the father of David Verber and the husband of          
Flora Verber.  No other family relationship exists between any of the           
directors and executive officers of the Company.  Mr. Gans is a                 
director of Odwalla, Inc. a publicly held company located in South San          
Francisco, California.  No other director currently serves as a                 
director of any company with a class of securities registered pursuant          
to Section 12 of the Securities Exchange Act of 1934 or subject to the          
requirements of Section 15(d) of that act.  During the past five years,         
none of the directors or executive officers of the Company has been             
involved in any legal proceedings that are deemed by the Company to be          
material to an evaluation of their ability or integrity to hold such            
office.                                                                         

BOARD AND COMMITTEE MEETINGS                                                    

The board of directors held five meetings during the fiscal year.       
Each director attended more than 75 percent of the meetings.                    

During the fiscal year ended February 28, 1998 and currently, there     
is no audit, compensation, nominating, executive or similar committee.          

DIRECTOR COMPENSATION                                                           

No director of the Company was compensated during the fiscal year       
ended February 28, 1998 for any services as a director under any                
standard arrangement or otherwise.                                              

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EXECUTIVE COMPENSATION      

SUMMARY COMPENSATION TABLE                                                      

The following table sets forth certain information regarding            
compensation paid or accrued during each of the Company's last three            
fiscal years ended February 28, 1998 to its chief executive officer. No         
other executive officers received total compensation exceeding $100,000         
for the last fiscal year.                                                       

                                                                [Download Table]
                                                                    
Name and                            Annual                          
Principal Position      Year        Salary      Bonus        Total  
------------------     -------     --------     -----       --------
Ronald Verber,         2/28/98     $166,219     $20,400     $186,619
Chairman of the        2/29/97     $150,000     $30,000     $180,000
board, President       2/28/96     $150,000         ---     $150,000

The aggregate amount of all other compensation received by Mr.          
Verber, including perquisites and other personal benefits, securities,          
or property was less than 10 percent of his total annual salary and             
bonus.                                                                          

In March 1993, the Company granted non-qualified stock options to       
purchase shares of its Common Stock to Messrs., Strobin and Gans as an          
incentive to each in connection with business advisory and consultation         
services to be provided by each of the individuals to the Company. Upon         
becoming a board member in August 1996, Mr. Carver was also granted             
non-qualified stock options.                                                    

Each option provided the optionholder the right to purchase 200,000     
shares of the authorized and unissued $0.10 par value Common Stock at           
an option price of $0.40 per share.  The options become exercisable in          
equal increments after each of the first three years in which business          
advisory and consultation services are provided by each of the                  
optionholders to the Company and expire ten years from their grant              
date. No shares have been issued under these options.  It is expected           
that any Common Stock issued pursuant to the options will be restricted         
as to transfer.                                                                 

In consideration for accepting employment as an executive officer,      
the Company, in June 1993, granted Robert E. Verhoeff a non-qualified           
stock option to purchase 120,000 shares of the authorized and unissued          
$0.10 par value Common Stock at an option price of $0.40 per share.             
The option becomes exercisable in equal increments after each of the            
first two years of continuous employment.  The option terminates in ten         
years or upon termination of employment, if sooner. No shares have been         
issued under this option. It is expected that any Common Stock issued           
pursuant to the option will be restricted as to transfer.                       

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TRANSACTIONS WITH MANAGEMENT                                                    

The following sets forth all material transactions during the last      
two years, or which is proposed, between the Company and its officers,          
directors and affiliates.                                                       

1.  The Company is the lessee under a lease entered into November 1,            
1991 between the Company as lessee and Ronald Verber and the Iscoff     
Family Trust as lessors for the retail location at 2449 Mission         
Street, San Francisco, California, for a term of five years and         
calling for lease payments of $6,000 per month.  The lease expired      
in November 1996 the Company continues to operate under this lease      
on a month to month basis.                                              

2.  Periodic working capital loans to the Company from Ronald Verber            
and the Iscoff Family Trust totaling $349,434 at February 28, 1998,     
bearing interest at the prime rate (8.50 percent at February 28,        
1998), due and payable on demand.                                       

SECTION 16 REPORTING      

Section 16(a) of the Securities Exchange Act of 1934, as amended,       
requires the Company's officers and directors, and persons who own more         
than 10 percent of a registered class of the Company's equity                   
securities, to file reports of ownership and changes in ownership with          
the SEC. Officers, directors and greater than 10 percent stockholders           
are required by SEC regulation to furnish the Company with copies of            
Section 16(a) filings.                                                          

Based solely on its review of copies of such forms received by it       
and written representations from certain reporting persons, the Company         
believes that its officers, directors and greater than 10 percent               
beneficial owners filed the required reports on a timely basis during           
the fiscal year ended February 28, 1998.                                        

PROPOSAL TO RATIFY PRICEWATERHOUSECOOPERS, L.L.P.,    
AS AUDITORS         
(PROPOSAL 2 OF PROXY CARD)      

The independent certified public accounting firm of                     
PricewaterhouseCoopers, L.L.P., has been engaged by the Company to              
audit the accounts and financial statements of the Company for the              
fiscal year ending February 28, 1999.                                           

Although ratification by stockholders of the appointment of             
PricewaterhouseCoopers, L.L.P., is not required by Colorado corporate           
law or the Company's Articles of Incorporation or bylaws, management            
believes a decision of this nature should be made with the                      
consideration of the Company's stockholders. If stockholder approval is         
not received, management will reconsider the appointment.                       

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It is expected that a representative of PricewaterhouseCoopers,         
L.L.P., will be present at the meeting and will be given opportunity to         
make a statement if he so desires. It is also expected that the                 
representative will be available to respond to appropriate questions            
from stockholders.                                                              

The board of directors recommends a vote FOR ratification of the        
appointment of PricewaterhouseCoopers, L.L.P., as principal independent         
accountants for the year ending February 28, 1999.                              

COST AND METHOD OF PROXY SOLICITATION     

All expenses for soliciting proxies, including clerical work,           
printing and postage will be paid by the Company.  The Company will             
reimburse brokers and other persons holding stock in their names, or in         
the name of nominees, for their expenses in sending proxy materials to          
principals and obtaining their proxies.  In addition to solicitations           
by mail, officers, directors and employees of the Company may solicit           
proxies by telephone or by personal interviews.  Such persons will              
receive no additional compensation for such services.                           

ANNUAL REPORT AND FINANCIAL STATEMENTS      

You are referred to the Company's annual report, including              
financial statements, for the year ended February 28, 1998, a copy of           
which is included with this proxy statement, for further information.           
The annual report is not incorporated in this proxy statement and is            
not to be considered part of the soliciting material.                           

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR     
ANNUAL MEETING SCHEDULED TO BE HELD IN AUGUST 1999      

Any proposal by a stockholder to be presented at the Company's          
Annual Meeting of Shareholders held in August 1999, must be received at         
the offices of the Company, 2447 Mission Street, San Francisco,                 
California 94110, no later than February 28, 1999.                              

9         

BEST COLLATERAL, INC.                                                           
2447 Mission Street                                                             
San Francisco, CA  94110

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFM14A’ Filing	Date	First	Last	Other Filings

	2/28/99	10	11
	8/19/98	1	2
Filed on:	7/15/98	1	2	10QSB
	7/10/98	3
	6/28/98	2
	6/26/98	1
	2/28/98	8	11	10KSB
	6/17/92	6
				List all Filings

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Filing Submission 0000849303-98-000005 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Best Collateral Inc – ‘DEFM14A’ on 7/15/98

As of: Wednesday, 7/15/98 · Accession #: 849303-98-5 · File #: 0-17879

Definitive Proxy Solicitation Material — Merger or Acquisition — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Solicitation Material — Merger or Acquisition — Schedule 14A
Filing Table of Contents