Rolling Pin Kitchen Emporium Inc – ‘PRE 14A’ for 11/6/96

As of:  Thursday, 10/3/96   ·   For:  11/6/96   ·   Accession #:  950168-96-1836   ·   File #:  1-13518   ·   Correction:  This Filing was Corrected by the SEC on 9/22/97. ®

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Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Gaylord Companies, Inc. PRE 14A                        5     24K 

PRE 14A
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SCHEDULE 14A

 INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant |X|                                                     
Filed by a Party other than the Registrant |_|                                  
Check the appropriate box:                                                      
|X| Preliminary Proxy Statement            |_| Confidential, for Use of the     
                                              Commission Only (as permitted by
                               Rule 14a-6(c)(2))
|_| Definitive Proxy Statement                                                  
|_| Definitive Additional Materials                                             

|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12               

GAYLORD COMPANIES, INC. 
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

|X|  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14-a6(i)(1), or 14a-6(i)(2) or 
Item 22(a)(2) of Schedule 14A.                                        

|_|  $500 per each party to the controversy pursuant to Exchange Act Rule       
14a-6(i)(3),                                                          

|_|  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

(1)  Title of each class of securities to which transaction applies: Common     

(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,
of 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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 GAYLORD COMPANIES, INC.
4006 VENTURE COURT
COLUMBUS, OHIO 43228

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 6, 1996

To the Stockholders of                                                          
GAYLORD COMPANIES, INC.                                                         

  The Annual Meeting of Stockholders of Gaylord Companies, Inc., a
Delaware corporation (the "Company"), will be held at the Company's offices on  
November 6, 1996, at 1:00 P.M., local time, for the following purposes:         

      1. To elect a board of four directors to serve until the next Annual
Meeting of Stockholders and until their successors are elected and qualified;   

        2. To ratify the selection by the Board of Directors of Feldman, Radin
& Co., P.C. to serve as independent auditors for the year ending December 31,   
1996; and                                                                       

        3. To amend the certificate of incorporation to increase the number of
authorized shares of the Company's common stock, $.01 par value, from 10,000,000
to 50,000,000.                                                                  

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

       The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Management is aware of no other business    
which will come before the meeting.                                             

      The Board of Directors has fixed the close of business on October 9,
1996 as the record date for the determination of stockholders entitled to notice
of and to vote at the meeting or any adjournments thereof. Holders of a majority
of the outstanding shares must be present in person or by proxy in order for the
meeting to be held.                                                             

       ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. YOU ARE
URGED TO SIGN, DATE AND OTHERWISE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON IF YOU WISH TO DO 
SO, EVEN IF YOU HAVE SIGNED AND RETURNED YOUR PROXY CARD.                       

                                       By Order of the Board of Directors,

                                       John Gaylord, Chairman of the Board

                  Columbus, Ohio
                    October __, 1996

IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD
BE COMPLETED AND RETURNED PROMPTLY

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 GAYLORD COMPANIES, INC.
4006 VENTURE COURT
COLUMBUS, OHIO 43228

 PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

NOVEMBER 6, 1996

 SOLICITATION OF PROXIES

       This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Gaylord Companies, Inc., a Delaware corporation    
(the "Company"), of proxies to be voted at the Annual Meeting of Stockholders of
the Company to be held on November 6, 1996 (the "Meeting"), at 1:00 P.M., local 
time, at the Company's offices and at any adjournments thereof.                 

      A form of proxy is enclosed for use at the Meeting. The proxy may be
revoked by a stockholder at any time before it is voted by execution of a proxy 
bearing a later date or by written notice to the Secretary before the Meeting,  
and any stockholder present at the Meeting may revoke his or her proxy thereat  
and vote in person if he or she desires. When such proxy is properly executed   
and returned, the shares it represents will be voted at the Meeting in          
accordance with any instructions noted thereon. If no direction is indicated,   
all shares represented by valid proxies received pursuant to this solicitation  
(and not revoked prior to exercise) will be voted (i) for the election of the   
nominees for director named in this Proxy Statement, (ii) for ratification of   
the selection by the Board of Directors of Feldman, Radin & Co., P.C. to serve  
as independent auditors for the year ending December 31, 1996, (iii) for the    
amendment of the certificate of incorporation of the Company and (iv) in        
accordance with the judgment of the persons named in the proxy as to such other 
matters as may properly come before the Meeting and any adjournments thereof.   

     The cost for soliciting proxies on behalf of the Board of Directors
will be borne by the Company. In addition to solicitation by mail, proxies may  
be solicited in person or by telephone, telefax or cable by personnel of the    
Company who will not receive any additional compensation for such solicitation. 
The Company may reimburse brokers or other persons holding stock in their names 
or the names of their nominees for the expenses of forwarding soliciting        
material to their principals and obtaining their proxies. This Proxy Statement  
and the accompanying form of proxy will be first mailed to stockholders on or   
about October 14, 1996.                                                         

       The close of business on October 9, 1996 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at 
the Meeting. On that date there were _____________ shares of common stock, par  
value $.01 per share, of the Company ("Common Stock") outstanding. Each share   
entitles the holder thereof to one vote and a vote of a majority of the shares  
present, or represented, and entitled to vote at the Meeting is required to     
approve each proposal to be acted upon at the Meeting. The holders of a majority
of the shares of Common Stock outstanding on the record date and entitled to be 
voted at the Meeting, present in person or by proxy, will constitute a quorum   
for the transaction of business at the Meeting and any adjournments thereof.    

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PROPOSAL NO. 1 - ELECTION OF DIRECTORS

         The by-laws of the Company give the Board of Directors the authority to
determine the number of directors who shall constitute the full Board, which    
currently consists of four directors. All directors will be elected to serve    
until the next annual meeting of stockholders and until their successors are    
elected and qualified. The four nominees for election to the Board of Directors 
who receive the greatest number of votes cast at the Meeting will be elected to 
the Board of Directors.                                                         

 The nominees for election as directors are George Gaylord, John
Gaylord, John D. Critser and Martin C. Licht. Each of the nominees currently    
serves as a director of the Company. If any nominee becomes unable or unwilling 
to serve, the persons named as proxies will have discretionary authority to vote
for a substitute. To the best of the Company's knowledge, all the nominees will 
be available to serve. Unless contrary instructions are given on the proxy, the 
shares represented by a properly executed proxy will be voted FOR each of the   
nominees.                                                                       

 The information in the Company's Form 10-KSB for the year ended
December 31, 1995 in Part III, Item 9 - Directors and Executive Officers of the 
Registrant, Item 10 - Executive Compensation, Item 11 Security Ownership of     
Certain Beneficial Owners and Management, and Item 12 - Certain Relationships   
and Related Transactions is incorporated herein by reference.                   

BOARD MEETINGS AND COMMITTEES                                                   

The Company's board of directors does not have any committees.

         During the year ended December 31, 1995, the Board of Directors had one
regular meeting. Each director attended the meeting of the Board of Directors.  

PROPOSAL NO. 2
 RATIFICATION OF APPOINTMENT OF AUDITORS

     The Board of Directors has selected the accounting firm of Feldman,
Radin & Co., P.C. to serve as independent auditors of the Company for the year  
ending December 31, 1996 and proposes the ratification of such decision.        

         The Company has been advised by Feldman, Radin & Co., P.C. that neither
the firm nor any of their associates has any relationship with the Company or   
any affiliate of the Company. If the foregoing appointment is rejected, or if   
Feldman, Radin & Co., P.C. shall decline to act or otherwise become incapable of
acting, or if their appointment is otherwise discontinued, the Board of         
Directors will appoint other independent auditors whose appointment for any     
period subsequent to the 1996 Annual Meeting of Stockholders shall be subject to
approval by the Stockholders at that meeting. Feldman Radin & Co., P.C. served  
as the principal independent auditors of the Company for the year ended December
31, 1995. Representatives of Feldman Radin & Co., P.C. are expected to be       
present at the Meeting and will have the opportunity to make a statement if they
desire to do so. Such representatives are also expected to be available to      
respond to appropriate questions during the Meeting.                            

    The Board of Directors recommends a vote `FOR' ratification of the
selection of Feldman, Radin & Co., P.C. as the independent auditors for the     
Company for the year ending December 31, 1996.                                  

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PROPOSAL NO. 3
 AMENDMENT OF CERTIFICATE OF INCORPORATION

    The Board of Directors has approved the amendment of the Company's
certificate of incorporation increasing the number of authorized shares of      
Common Stock from 10,000,000 to 50,000,000.                                     

     The Board of Directors recommends a vote 'FOR' the amendment of the
Company's certificate of incorporation.                                         

 PROPOSALS BY STOCKHOLDERS

     Any stockholder who intends to present a proposal for action at the
Company's 1997 Annual Meeting of Stockholders in next year's proxy statement and
proxy card must forward a copy of such proposal to the Secretary of the Company.
Any such proposal must be received by the Company for inclusion in its proxy    
statement and form of proxy card relating to that meeting by December 23, 1996. 

 OTHER MATTERS

  The Board of Directors of the Company does not know of any other
matters to be presented for action at the Meeting. If, however, any other       
matters are properly brought before the Meeting, the persons named in the       
accompanying proxy will vote such proxy in accordance with their own judgment on
such matters.                                                                   

 ANNUAL REPORT TO STOCKHOLDERS

     The Company's 1995 Annual Report to Stockholders has been mailed to
Stockholders concurrently with this Proxy Statement, but except as herein       
stated, such report is not incorporated herein and is not deemed to be a part of
this proxy solicitation material.                                               

        A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WITHOUT EXHIBITS, WILL BE FURNISHED WITHOUT 
CHARGE TO ANY PERSON FROM WHOM THE ACCOMPANYING PROXY IS SOLICITED UPON WRITTEN 
REQUEST TO THE COMPANY'S CHAIRMAN OF THE BOARD, JOHN GAYLORD, GAYLORD COMPANIES,
INC., 4006 VENTURE COURT, COLUMBUS, OHIO 43228.                                 

                          By Order of the Board of Directors

                           John Gaylord, Chairman of the Board
Columbus, Ohio                                                                  
October   , 1996                                                                

    STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES AND DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE.  A PROMPT RESPONSE          
IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.                            

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14A’ Filing		Date		First		Last			Other Filings
Corrected on:		9/22/97
		12/31/96		2		4			10KSB,  NT 10-K,  S-8
		12/23/96		5
For Period End:		11/6/96		2		3			DEF 14A
		10/14/96		3
		10/9/96		2		3
Filed on:		10/3/96
		12/31/95		4
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