<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 240.14a-11(c) or 240.14a-12
- - --------------------------------------------------------------------------------
UNICO AMERICAN CORPORATION
(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(e)(1)(iii), 14a-6(i)(1), or 14a-6(j)(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:
-----------------------------------------------------------------------
(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:
------------------------------------------------------------------------
<PAGE>
UNICO AMERICAN CORPORATION
23251 Mulholland Drive
Woodland Hills, California 91364-2732
-----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 11, 1995
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of shareholders of
Unico American Corporation (the "Company") to be held at the Holiday Inn
Woodland Hills, 21101 Ventura Boulevard, Woodland Hills, California 91364, at
2:00 p.m. local time, to consider and act upon the following matters:
1. The election of seven (7) directors to hold office until the next
annual meeting of shareholders and thereafter until their successors
are elected and qualified; and
2. The transaction of such other business as may properly be brought
before the meeting.
The Board of Directors has fixed the close of business on July 14, 1995, as
the record date for the determination of shareholders who will be entitled to
notice of and to vote at the meeting. The voting rights of the shareholders
are described in the Proxy Statement.
IT IS IMPORTANT THAT ALL SHAREHOLDERS BE REPRESENTED AT THE ANNUAL MEETING.
SHAREHOLDERS WHO DO NOT PLAN TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
VOTE, DATE, AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE-PAID
AND ADDRESSED RETURN ENVELOPE. PROXIES ARE REVOCABLE AT ANY TIME, AND
SHAREHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXIES AND
VOTE IN PERSON IF THEY SO DESIRE.
By Order of the Board of Directors,
/s/ ERWIN CHELDIN
-------------------------------------
Erwin Cheldin
Chairman of the Board, President, and
Chief Executive Officer
Woodland Hills, California
July 17, 1995
<PAGE>
UNICO AMERICAN CORPORATION
-----------------
PROXY STATEMENT
-----------------
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 11, 1995
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Unico American Corporation, a Nevada
Corporation (the "Company"), for use at the Annual Meeting of Shareholders
of the Company to be held at the Holiday Inn Woodland Hills, 21101 Ventura
Boulevard, Woodland Hills, California 91364 on August 11, 1995, at 2:00 p.m.
local time. Accompanying this Proxy Statement is a proxy card, which you may
use to indicate your vote as to each of the proposals described in this Proxy
Statement.
All proxies which are properly completed, signed, and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will be
voted. A shareholder may revoke his or her proxy at any time before it is
voted either by filing with the Secretary of the Company at its principal
executive offices a written notice of revocation or a duly executed proxy
bearing a later date, or by appearing in person at the Annual Meeting and
expressing a desire to vote his or her shares in person.
The close of business on July 14, 1995, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote
at the Annual Meeting or any adjournment thereof. As of the record date, the
Company had outstanding 5,957,645 shares of common stock, the only
outstanding voting securities of the Company. For each share held on the
record date, a shareholder is entitled to one vote on all matters to be
considered at the Annual Meeting. The Company's Articles of Incorporation do
not provide for cumulative voting. Directors are elected by a plurality of
the votes cast and abstentions and broker non-votes are counted for the
purposes of determining the existence of a quorum at the meeting, but not for
purposes of determining the results of the vote.
The cost of preparing, assembling, and mailing the Notice of Annual
Meeting, this Proxy Statement, and the proxies will be borne by the Company.
In addition to solicitation by mail, officers and other employees of the
Company may solicit proxies by telephone, telegraph, or personal contact
without additional compensation.
The Company's principal executive offices are located at 23251
Mulholland Drive, Woodland Hills, California 91364-2732. The approximate
mailing date of this Proxy Statement and the Company's proxy is July 17, 1995.
ELECTION OF DIRECTORS
The Company's By-Laws provide for a range of three to eleven directors
and allow the Board of Directors to set the exact number of authorized
directors within that range. The current number of authorized directors
established by the Board of Directors is eight (8). There is a vacancy on the
Board of Directors and the Board has determined not to nominate any person to
fill such vacancy at this time. Directors are elected at each Annual Meeting
of Shareholders to serve thereafter until their successors have been duly
elected and qualified. Each nominee is currently a director, having served in
that capacity since the date indicated in the table below. All nominees have
advised the Company that they are able and willing to serve as directors. If
any nominee refuses or is unable to serve (an event which is not
anticipated), the persons named in the accompanying proxy will vote for
another person nominated by the Board of Directors, provided, however, that
the proxies cannot be voted for a greater number of persons than 7. Unless
otherwise directed in the accompanying proxy, the persons named therein will
vote FOR the election of the seven nominees listed below.
1
<PAGE>
The following table provides certain information as of July 14, 1995 for each
person named for election as a director, which includes all executive
officers of the Company:
<TABLE>
<CAPTION>
Present Position
with Company or First
Principal Occupation Elected
Age and Prior History Director
--- ----------------- --------
<S> <C> <C> <C>
Erwin Cheldin 63 President, Chief Executive 1969
Officer and Director since 1969.
Chairman of the Board since 1987.
Cary L. Cheldin 38 Executive Vice President since 1991, 1983
Vice President 1986 to 1991 and
Secretary 1987 to 1991.
Lester A. Aaron, CPA 49 Treasurer and Chief Financial 1985
Officer since 1985.
Secretary 1991 to 1992.
George C. Gilpatrick 50 Vice President, Management 1985
Information Systems since 1981.
Secretary since 1992.
Roger H. Platten 45 Vice President since 1988 and 1987
General Counsel since 1985.
David A. Lewis, CPCU 73 Director 1989
Retired insurance executive
with over 40 years insurance
experience. Last 27 years
with Transamerica group of
insurance companies.
Bernard R. Gans 46 Director 1989
Attorney specializing in
intellectual property law since 1973.
</TABLE>
Except for Cary Cheldin who is the son of Erwin Cheldin, none of the
executive officers or directors of the Company is related to any other
officer or director of the Company. The executive officers of the Company are
elected by the Board of Directors and serve at the pleasure of the Board.
During the fiscal year ended March 31, 1995, the Company's Board of Directors
held two meetings at which all directors were present. Non-management
directors receive $1,000 for each board meeting they attend. The Board of
Directors has established an Audit Committee presently consisting of
Messieurs Lewis, Gans and Aaron. The Audit Committee of the Board of
Directors is responsible for coordinating matters with the outside
independent auditors and reviewing internal and external accounting controls.
The Audit Committee held one meeting subsequent to the end of the 1995 fiscal
year to discuss accounting and financial statement matters related to the
fiscal year ended March 31, 1995. The Board of Directors has also established
a Compensation Committee presently consisting of Messieurs Cary Cheldin,
Aaron and Gans. This Committee considers and recommends to the Board of
Directors compensation for executive officers. The Compensation Committee
held one meeting during the fiscal year ended March 31, 1995.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 14, 1995, the names and holdings
of all persons who are known by Company to own beneficially more than 5% of
its outstanding common stock, its only class of outstanding voting
securities, and the beneficial ownership of such securities held by each
Director and all Executive Officers and Directors as a group. Unless
otherwise indicated, the Company believes that each of the persons set forth
below has the sole power to vote and dispose of the shares listed opposite
his name.
<TABLE>
<CAPTION>
Amount Beneficially Owned
--------------------------------------- (1)
Options Percent
Without Currently of
Name of Beneficial Owner Options Exercisable Total Class
- - ------------------------ ------- ----------- ----- -------
<S> <C> <C> <C> <C>
Certain Beneficial Owners
- - -------------------------
Erwin Cheldin 2,202,670 81,943 2,284,613 37.8%
23251 Mulholland Drive
Woodland Hills, CA 91364
National Reinsurance Corp. 432,092(2) 0 432,092 7.3%
777 Long Ridge Road
Stamford, CT 06904
Dimensional Fund
Advisors Inc. 348,600(4) 0 348,600 5.9%
1299 Ocean Avenue
Santa Monica, CA 90401
Allen & Company Inc. 341,000(3) 0 341,000 5.7%
711 Fifth Avenue
New York, NY 10022
Cary L. Cheldin 207,552 114,284 321,836 5.3%
23251 Mulholland Drive
Woodland Hills, CA 91364
Executive Officers and Directors
- - --------------------------------
Erwin Cheldin 2,202,670 81,943 2,284,613 37.8%
Cary L. Cheldin 207,552 114,284 321,836 5.3%
Lester A. Aaron 106,417 78,334 184,751 3.1%
George C. Gilpatrick 106,544 78,333 184,877 3.1%
Roger H. Platten 8,066 116,776 124,842 2.1%
David A. Lewis 3,000 0 3,000 0.0%
Bernard R. Gans 0 0 0 0.0%
All executive officers & directors
as a group (7 Persons) 2,634,249 469,670 3,103,919 48.3%
<FN>
(1) Includes for each person or group, shares issuable upon exercise of
presently exercisable options or options exercisable within 60 days, held
by such person or group.
(2) Per Schedule 13D dated January 15, 1993.
(3) Per Schedule 13D dated April 20, 1993.
(4) Per Schedule 13G dated January 31, 1995.
</TABLE>
3
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF EXECUTIVE COMPENSATION
The following table sets forth a comprehensive overview of all executive
compensation paid to the chief executive officer and the other most highly
compensated executive officers of the Company for the fiscal years ended
March 31, 1995, 1994 and 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------- -----------------------------------
Awards Payouts
------------------------ -------
Other Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Position Salary Bonus sation Awards SARs Payouts sation(1)
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- - ------------------ ---- ------ ----- ------- ---------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Erwin Cheldin 1995 423,264 48,000 -- -- -- -- 22,500
President, Chief 1994 415,578 48,000 -- -- -- -- 28,301
Executive Officer 1993 400,208 50,000 -- -- 81,943(2) -- 18,308
and Chairman of
the Board
Cary L. Cheldin 1995 175,560 48,000 -- -- 25,164 -- 22,500
Executive Vice 1994 166,230 48,000 -- -- -- -- 25,708
President 1993 165,280 42,000 -- -- 245,164(2) -- 16,582
Lester A. Aaron 1995 169,080 45,000 -- -- -- -- 22,500
Treasurer and 1994 166,230 48,000 -- -- -- -- 25,708
Chief Financial 1993 165,280 42,000 -- -- 45,000(2) -- 16,582
Officer
George C. Gilpatrick 1995 154,968 45,000 -- -- -- -- 22,500
Vice President 1994 151,686 44,000 -- -- -- -- 23,482
and Secretary 1993 150,818 38,000 -- -- 45,000(2) -- 15,105
Roger H. Platten 1995 152,520 46,000 -- -- 65,000 -- 22,500
Vice President 1994 139,683 44,000 -- -- -- -- 22,042
1993 125,811 34,500 -- -- 37,729(2) -- 12,825
<FN>
(1) Represents amounts contributed to the persons account under the Company's
profit sharing plan, all of which is fully vested. See "Profit Sharing
Plan."
(2) Represents previously issued options which were canceled and reissued on
May 15, 1992 based on the then fair market value of the stock.
</TABLE>
4
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table provides information with respect to grants of options to
named executive officers during the fiscal year ended March 31, 1995. The
Company has no stock appreciation rights.
OPTION GRANT TABLE
<TABLE>
<CAPTION>
Potential Realizable Value
Percent At Assumed Annual Rates
of Total of Stock Price Appreciation
Number of Granted to For Option Term (1)
Options Employees Exercise Expiration ---------------------------
Name Granted in Fiscal Year Price Date 5% 10%
- - ------------------- --------- -------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Cary L. Cheldin 25,164 27.91% $4.375 8-17-04 $69,237 $175,459
Executive Vice
President
Roger H. Platten 65,000 72.09% $4.375 8-17-04 $178,842 $453,221
Vice President
<FN>
(1) Potential realizable value is based on an assumption that the stock price
of the Common Stock appreciates at the annual rate shown above
(compounded annually) from the date of grant until the end of the ten
year option term. These numbers are calculated based on the requirements
promulgated by the Securities and Exchange Commission and do not reflect
the Company's estimate of future stock price growth.
</TABLE>
INCENTIVE STOCK OPTION PLAN
On March 29, 1985, the Board of Directors unanimously adopted the Unico
American Employee Incentive Stock Option Plan (the "1985 Plan"), which was
approved by the shareholders of the Company in January 1986. The 1985 Plan
provides for the grant of "incentive stock options" as defined in Section 422
of the Internal Revenue Code of 1986 to key employees of the Company
(including officers, whether or not they are directors of the Company) and
its subsidiaries. Directors who are not also employees of the Company are not
eligible to participate in the 1985 Plan. The 1985 Plan includes an aggregate
of 1,500,000 of the Company's Common Stock. As of March 31, 1995 there were
no options available for future grant under the 1985 Plan. Under the terms of
the Plan, options must be granted at exercise prices of not less than 100% of
the fair market value of the Common Stock on the date the option is granted.
In the case of grants of options to employees owning over 10% of the voting
stock of the Company, the exercise price must, however, be not less than 110%
of the fair market value of the Common Stock on the date of grant. The 1985
Plan is administered by the Board of Directors or a committee thereof, which
has the authority to determine the optionees, the number of shares to be
covered by each option, the time during which each option is exercisable and
certain other terms of the options. An option may not be exercised later than
10 years from the date of grant and may sooner expire upon, among other
things, the death, disability or other termination of the employment of the
optionee by the Company. Options granted to employees owning over 10% of the
voting stock of the Company may not be exercised later than 5 years from the
date of grant.
The exercise price of all outstanding options except for those held by Erwin
Cheldin is equal to the fair market value of the common stock as of the date
of grant of each option. The exercise price of options held by Erwin Cheldin is
not less than 110% of the fair market value of the common stock as of the
date of grant of each option.
No options were exercised by executive officers during the fiscal year ended
March 31, 1995.
5
<PAGE>
AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options / SARs Options / SARs
At Fiscal Year- At Fiscal Year-
Shares End (#) End ($)
Acquired Value -------------- --------------
on Exercise Realized Exercisable / Exercisable /
Name (#) ($) Unexercisable Unexercisable
- - -------------------- ----------- -------- -------------- --------------
<S> <C> <C> <C> <C>
Erwin Cheldin - - 81,943/ 0 94,234/ 0
Cary L. Cheldin - - 114,284/156,044 171,426/212,048
Lester A. Aaron - - 78,334/ 0 119,584/ 0
George C. Gilpatrick - - 78,333/ 0 119,583/ 0
Roger H. Platten - - 116,776/ 19,286 137,248/ 12,054
</TABLE>
PROFIT SHARING PLAN
During the fiscal year ended March 31, 1986, the Company adopted the Unico
American Corporation Profit Sharing Plan. Company employees who are at least
21 years of age and have been employed by the Company for at least two years
are participants in such Plan. Pursuant to the terms of such Plan, the
Company annually contributes for the account of each participant an amount
equal to a percentage of the participant's eligible compensation as determined
by the Board of Directors. Participants are entitled to receive benefits
under the plan upon the later of the following: the date 60 days after the
end of the Plan Year in which the participant's retirement occurs or one year
and 60 days after the end of the plan year following the participant's
termination with the Company. However the participant's interest must be
distributed in its entirety no later than April 1 of the calendar year
following the calendar year in which the participant attains age 70 1/2 or
otherwise in accordance with the Treasury Regulations promulgated under the
Internal Revenue Code of 1986, as amended.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The Compensation Committee consists of the following Company directors: Cary
L. Cheldin, Lester A. Aaron and Bernard R. Gans. Cary Cheldin is the son of
Erwin Cheldin, the President, Chief Executive Officer and Chairman of the
Board. During the fiscal year ended March 31, 1995 Cary Cheldin was the
Executive Vice President of the Company and Mr. Aaron was Treasurer and Chief
Financial Officer of the Company. Mr. Gans is a partner in the law firm of
Poms, Smith, Lande & Rose which has rendered legal services to the Company
during the last fiscal year and has been retained to render legal services in
the current fiscal year.
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Company's compensation package for executive officers primarily consists
of a base salary, an annual incentive bonus, and long-term incentive or
non-cash awards in the form of stock options. The executive compensation
program is designed to retain and reward individuals who are capable of
leading the Company in achieving its business objectives. The Compensation
Committee submits its recommendation to the entire Board of Directors. The
philosophy of the Compensation Committee is to maintain a competitive base
salary for executive officers and to provide an incentive program that
rewards executive officers for achieving certain financial results. Base
compensation is determined on a calendar year basis, bonuses are determined
on a fiscal year basis and other
6
<PAGE>
incentives are determined when deemed appropriate.
When determining base compensation for the executive officers, the Committee
takes into account competitive pay levels in the industry with its emphasis
on the median of the survey data. The Committee recommends adjustments to
base compensation when it determines that an executive officer's base
compensation is not competitive.
When determining bonuses for the executive officers, the Committee first
evaluates, and gives primary weight to, the operational and financial
performance of the executive management team, including the chief executive
officer, as a group. After the team results are determined, individual
effectiveness in contributing to the achievement of those results are
considered. The financial results, which are reviewed by the Committee,
include the Company's net income, revenues and expenses.
The Committee's base compensation review determined that the base salary for
the chief executive officer was competitive with that of others in the
industry. As a result, the Committee recommended that the chief executive
officer receive only cost of living increases in base compensation for the
calendar years 1994 and 1995.
The Committee's bonus review considered and evaluated the growth in earnings
since the loss in the fiscal year ended March 31, 1993 resulting from the
April 1992 Los Angeles riot and determined that the chief executive officer
contributed to this growth and performed well. Although the Company's net
earnings have increased, the net earnings were less than that reported for
the fiscal year prior to the riot. Taking this into consideration, the
Committee recommended that the bonus for the fiscal year ended March 31, 1995
of the chief executive officer should be the same amount that was paid to him
for the fiscal year ended March 31, 1994, and that the aggregate bonuses paid
to all other executive officers as a group remain the same as the prior
fiscal year.
Taking into account the number of shares owned and the stock options held by
the chief executive officer, the Committee felt that no additional stock
options should be granted to him during the fiscal year ended March 31, 1995.
Section 162(m) of the Internal Revenue Code, enacted as part of the Omnibus
Budget Reconciliation Act of 1993 ("OBRA"), limits to $1,000,000 the
deductibility, for any year beginning after December 31, 1993, of
compensation paid by a public corporation to the chief executive officer and
the next four most highly compensated executive officers unless such
compensation is performance-based within the meaning of the Section 162(m)
and the regulations thereunder. For the fiscal year ending March 31, 1995,
the Company does not contemplate that there will be nondeductible
compensation for the five Company positions in question. The Committee is
studying the issue in order to determine the extent of possible modification
to the Company's compensation arrangements in the future.
THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Cary L. Cheldin
Lester A. Aaron
Bernard R. Gans
7
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock with the cumulative total return of equity securities
traded on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") and a peer group consisting of all NASDAQ Property &
Casualty Companies. The comparison assumes $100.00 was invested on March 31,
1990 in the Company's Common Stock and in each of the comparison groups, and
assumes reinvestment of dividends. It should be noted that this graph
represents historical stock price performance and is not necessarily
indicative of any future stock price performance.
[GRAPH]
<TABLE>
<CAPTION>
3/30/90 3/28/91 3/31/92 3/31/93 3/31/94 3/31/95
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Unico American Corp $100.00 $133.33 $210.58 $154.09 $199.40 $175.91
NASDAQ Market Index $100.00 $114.20 $145.58 $167.28 $180.59 $201.30
Peer Group Index $100.00 $120.87 $145.86 $209.91 $184.86 $202.00
</TABLE>
CERTAIN TRANSACTIONS
The Company presently occupies a 46,000 square foot building located at 23251
Mulholland Drive, Woodland Hills, California, under a master lease expiring
March 31, 2007. The lease provides for an annual gross rental of $1,025,952.
Erwin Cheldin, the Company's president, chairman and principal stockholder,
is the owner of the building. In 1987 the Company signed a ten-year lease
expiring on August 31, 1997. In February 1995, the owner of the building
offered the Company an option to extend its lease to March 31, 2007, with no
increase in rent through the entire term of the lease. The Company determined
that it was in its best interest to exercise this option and executed the
lease extension on February 22, 1995. The terms of the lease at inception and
at the time the above option was exercised were at least as favorable to the
Company as could have been obtained from unaffiliated third parties. The
Company utilizes for its own operations 100% of the space it leases.
In June, 1992, Erwin Cheldin loaned the Company $500,000 at 8% per annum.
These funds, together with other funds, were contributed by the Company to
its wholly owned subsidiary Crusader Insurance Company to increase its
capital and surplus. The principal and accrued interest were paid in full on
the due date of June 15, 1995.
8
<PAGE>
Bernard R. Gans is an attorney with the law firm of Poms, Smith, Lande & Rose
which has provided and continues to provide certain legal services to the
Company.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the
Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities
of the Company. Executive officers, directors and greater than 10%
shareholders are required by regulation of the SEC to furnish the Company
with copies of all Section 16(a) forms they file. To the Company's knowledge,
based solely on review of copies of such reports furnished to the Company and
written representations that no other reports were required during the fiscal
year ended March 31, 1995, all Section 16(a) filing requirements applicable
to its executive officers, directors and greater than 10% beneficial owners
were complied with.
APPOINTMENT OF AUDITORS
The Company has selected Getz, Krycler and Jakubovits, independent
accountants, to continue as the Company's auditors and to audit the books and
other records of the company for the fiscal year ended March 31, 1996.
Getz, Krycler and Jakubovits has audited the Company's financial statements
since 1988. The Company does not anticipate that a representative of Getz,
Krycler and Jakubovits will be present at the Annual Meeting.
OTHER MATTERS
The Board of Directors is not aware of any business to be presented at the
Annual Meeting except for the matters set forth in the Notice of Annual
Meeting and described in this Proxy Statement. Unless otherwise directed, all
shares represented by proxy holders will be voted in favor of the proposals
described in this Proxy Statement. If any other matters come before the
Annual Meeting, the proxy holders will vote on those matters using their best
judgment.
SHAREHOLDERS PROPOSALS
Shareholders desiring to exercise their right under the proxy rules of the
Securities and Exchange Commission to submit proposals for consideration by
the shareholders at the 1996 Annual Meeting are advised that their proposals
must be received by the Company no later than March 19, 1996.
ANNUAL REPORT TO SHAREHOLDERS
The Company's 1995 Annual Report on Form 10-K includes financial statements
for the fiscal periods ended March 31, 1993, 1994 and 1995 are being mailed
to the shareholders along with this Proxy Statement. The Form 10-K is not to
be considered a part of the soliciting material.
By Order of the Board of Directors,
/s/ ERWIN CHELDIN
--------------------------------
Erwin Cheldin
Chairman of the Board, President
and Chief Executive Officer
Woodland Hills, California
July 17, 1995
9
<PAGE>
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF UNICO AMERICAN CORPORATION
The undersigned hereby constitutes and appoints LESTER A. AARON and ROGER H.
PLATTEN, and each of them, with full power of substitution, the proxies of
the undersigned to represent the undersigned and vote all shares of common
stock of UNICO AMERICAN CORPORATION (the "Company"), which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Shareholders to be held at the Holiday Inn Woodland Hills, 21101 Ventura
Boulevard, Woodland Hills, California 91364, on August 11, 1995, at 2:00 p.m.
Pacific Standard Time and at any adjournments thereof, with respect to the
matters described in the accompanying Notice of Annual Meeting of
Shareholders and Proxy Statement, receipt of which is hereby acknowledged,
in the following manner.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS / / FOR all nominees listed / / WITHHOLD AUTHORITY
(except as marked to the to vote all nominees listed below
contrary below)
</TABLE>
ERWIN CHELDIN, CARY L. CHELDIN, LESTER A. AARON, GEORGE C. GILPATRICK
ROGER H. PLATTEN, DAVID A. LEWIS, BERNARD R. GANS
INSTRUCTIONS TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE:
STRIKE A LINE THROUGH THE NOMINEE'S NAME ON THE LIST ABOVE.
2. IN ACCORDANCE WITH THEIR BEST JUDGMENT, with respect to any other
matters which may properly come before the meeting and any adjournment
or adjournments thereof.
Please sign and date on reverse side.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED
AS DIRECTED HEREIN. When this proxy is properly executed and returned, the
shares it represents will be voted at the Annual Meeting in accordance with
the choices specified herein. IF NO CHOICES ARE SPECIFIED, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES.
DATED:__________________________, 1995.
_______________________________________
(Signature)
_______________________________________
(Signature if jointly held)
Please date and sign exactly as your
name or names appear herein. If more
than one owner, all should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
give your full title as such. If the
signatory is a corporation or
partnership, sign the full corporate
or partnership name by its duly
authorized officer or partner.
PLEASE COMPLETE, SIGN, AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
