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 party other than Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only(as permitted by
Rule 14a-6(e) (2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
_______________________________________________________________________
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 ] No fee required.
[ ] 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 Friday, June 6, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of shareholders of
Unico American Corporation (the "Company") to be held at the Warner Center
Marriott, 21850 Oxnard Street, Woodland Hills, California 91367, 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 April 18, 1997,
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,
Erwin Cheldin
Chairman of the Board, President, and
Chief Executive Officer
Woodland Hills, California
April 21, 1997
<PAGE>
UNICO AMERICAN CORPORATION
PROXY STATEMENT
----------------------
ANNUAL MEETING OF SHAREHOLDERS
June 6, 1997
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 Warner Center Marriott, 21850 Oxnard Street, Woodland Hills,
California 91367 on June 6, 1997, 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 April 18, 1997, 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 6,120,081 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 Company will bear the cost of the Annual Meeting and the cost of soliciting
proxies, including the cost of preparing, assembling and mailing the proxy
material. In addition to solicitation by mail, officers and other employees of
the Company may solicit proxies by telephone, facsimile, or personal contact
without additional compensation.
In December 1996, the Company changed its fiscal year from a year ending March
31 to a year ending December 31, effective December 31, 1996. As a result of
this change, the Company's fiscal year ended December 31, 1996, consists of nine
months and all references herein to the fiscal year ended December 31, 1996, are
references to such nine-month period.
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 April 21, 1997.
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 following table. 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 in the following table.
1
<PAGE>
The following table provides certain information as of April 18, 1997, for each
person named for election as a director, which includes all executive officers
of the Company
Present Position
with Company or First
Principal Occupation Elected
Age and Prior History Director
Erwin Cheldin 65 President, Chief Executive 1969
Officer and Director since 1969.
Chairman of the Board since 1987.
Cary L. Cheldin 40 Executive Vice President since 1991. 1983
Vice President 1986 to 1991 and
Secretary 1991 to 1992.
Lester A. Aaron, CPA 51 Treasurer and Chief Financial 1985
Officer since 1985.
Secretary 1991 to 1992.
George C. Gilpatrick 52 Vice President, Management 1985
Information Systems, since 1981.
Secretary since 1992.
Roger H. Platten 47 Vice President since 1988 and 1987
General Counsel since 1985.
David A. Lewis, CPCU 75 Director. 1989
Retired insurance executive
with over 40 years insurance
experience. The last 27 years
were with the Transamerica
group of insurance companies.
Bernard R. Gans 48 Director. 1989
Attorney specializing in
intellectual property since
1973.
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 nine month fiscal year ended December 31, 1996, the Company's Board
of Directors held one meeting 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 fiscal year ended December 31,
1996, to discuss accounting and financial statement matters related to the
fiscal year ended December 31, 1996. 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 nine month fiscal year ended December 31, 1996.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 18, 1997, the names and holdings of
all persons who are known by the 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) (1)
Options Percent
Without Currently of
Name of Beneficial Owner Options Exercisable Total Class
Certain Beneficial Owners
<S> <C> <C> <C> <C>
Erwin Cheldin
23251 Mulholland Drive 2,255,969 0 2,255,969 36.9%
Woodland Hills, CA 91364
National Reinsurance Corp.
777 Long Ridge Road 432,092 (2) 0 432,092 7.1%
Stamford, CT 06904
Dimensional Fund
Advisors Inc. 378,100 (3) 0 378,100 6.2%
1299 Ocean Avenue
Santa Monica, CA 90401
Executive Officers and Directors
Erwin Cheldin 2,255,969 0 2,255,969 36.9%
Cary L. Cheldin 225,252 21,926 247,178 4.0%
Lester A. Aaron 106,417 78,334 184,751 3.0%
George C. Gilpatrick 107,017 78,333 185,350 3.0%
Roger H. Platten 18,894 117,204 136,098 2.2%
David 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) 2,716,549 295,797 3,012,346 47.0%
(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 13G dated February 7, 1996. Of the 378,100 shares beneficially
owned, Dimensional Fund Advisors Inc. has sole voting power over 227,400
shares and shared voting power over 150,700 shares.
</TABLE>
3
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Executive Compensation
The following table sets forth information as to executive compensation paid to
the chief executive officer and the other four most highly compensated executive
officers of the Company for the nine month period ended December 31, 1996, and
the fiscal years ended March 31, 1996, and March 31, 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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> <C>
Erwin Cheldin 1996 (2) 323,531 50,000 - - - - 16,875
President, Chief 1996 (3) 426,594 48,000 - - - - 22,500
Executive Officer 1995 (4) 423,264 48,000 - - - - 22,500
and Chairman of
the Board.
Cary L. Cheldin 1996 (2) 153,750 65,000 - - - - 16,875
Executive Vice 1996 (3) 197,500 48,000 - - - - 22,500
President 1995 (4) 175,560 48,000 - - 25,164 - 22,500
Lester A. Aaron 1996 (2) 128,712 30,000 - - - - 16,875
Treasurer and 1996 (3) 169,714 45,000 - - - - 22,500
Chief Financial 1995 (4) 169,080 45,000 - - - - 22,500
Officer
George C. Gilpatrick 1996 (2) 119,516 45,000 - - - - 16,875
Vice President 1996 (3) 157,589 45,000 - - - - 22,500
and Secretary 1995 (4) 154,968 45,000 - - - - 22,500
Roger H. Platten 1996 (2) 131,250 60,000 - - - - 16,875
Vice President 1996 (3) 170,560 48,000 - - - - 22,500
1995 (4) 152,520 46,000 - - 65,000 - 22,500
</TABLE>
(1) Represents amounts contributed or accrued to the person's account under the
Company's profit sharing plan, all of which is fully vested. The Company's
profit sharing plan has a March 31 fiscal year end. See "Profit Sharing
Plan."
(2) Covers the nine month fiscal year ended December 31, 1996.
(3) Covers the twelve month fiscal year ended March 31, 1996.
(4) Covers the twelve month fiscal year ended March 31, 1995.
4
<PAGE>
Option / SAR Grants in Last Fiscal Year
No stock options were granted to any executive officer during the nine month
fiscal year ended December 31, 1996.
The Company has no stock appreciation rights.
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. The 1985 Plan expired in March 1995, and as of
December 31, 1996, there were no options available for future grant. Under the
terms of the Plan, options were required to be granted at exercise prices of not
less than 100% of the fair market value of the Common Stock on the date the
option was granted. In the case of grants of options to employees owning over
10% of the voting stock of the Company, the exercise price was required to 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 had 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 could not be exercised later than 5 years from
the date of grant.
The exercise price of all outstanding options is equal to the fair market value
of the common stock as of the date of grant of each option.
AGGREGATED OPTION / SAR EXERCISED IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised in-the-Money
Acquired Options/SARs Options/SARs
on Value At Fiscal Year End (#) At Fiscal Year End ($)
Excercise Realized Exercisable/ Exercisable/
(#) ($) Unexercisable Unexercisable
--- --- ------------- -------------
Name
- -----
<S> <C> <C> <C> <C> <C> <C>
Erwin Cheldin 81,943 585,892 0 0 0 0
Cary L.Cheldin 13,500 43,875 129,355 127,473 953,993 918,095
Lester A.Aaron 0 0 78,334 0 579,797 0
George A.Gilpatrick 0 0 78,333 0 579,789 0
Roger H. Platten 18,858 88,535 117,204 0 808,409 0
</TABLE>
5
<PAGE>
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 nine month period ended December 31, 1996, 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
Oppenheimer Poms Smith which has rendered legal services to the Company during
the nine month fiscal year ended December 31, 1996, 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 and other incentives are determined when deemed appropriate.
Bonuses for the nine month fiscal year ended December 31, 1996, were determined
as of the calendar year end. Bonuses for the fiscal years ended March 31, 1996,
and March 31, 1995, were determined on the fiscal year periods ended March 31.
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 is 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 1995
and 1996.
6
<PAGE>
The Committee's bonus review considered and evaluated the growth in earnings and
the growth in revenues since March 31, 1996, and determined that the chief
executive officer contributed to this growth and performed well. Although the
Company's net earnings increased 21.1% during the nine months ended December 31,
1996, when compared to the same period of the prior year, revenues only
reflected an increase of 10.8%. Primarily due to this modest growth in revenues,
the Committee recommended that the chief executive officer's bonus for the nine
month fiscal year ended December 31, 1996, should be increased by $2,000 over
the amount that was paid to him for the fiscal year ended March 31, 1996. The
committee also recommended that the aggregate bonuses paid for the nine month
fiscal year ended December 31, 1996, to all other executive officers as a group,
remain approximately the same as the prior fiscal year.
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 nine month fiscal year ended December 31, 1996, the Company
does not contemplate that there will be nondeductible compensation for the five
Company positions in question.
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, 1992 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.
Unico American Corporation
12-96 Proxy Graph
<TABLE>
<CAPTION>
3/31/92 3/31/93 3/31/94 3/31/95 3/29/96 12/31/96
<S> <C> <C> <C> <C> <C> <C>
Unico American Corp $100.00 $73.172 $94.687 $85.534 $116.228 $185.626
NASDAQ Market Index $100.00 $114.955 $124.083 $138.031 $187.423 $220.234
Peer Group Index $100.00 $143.908 $126.737 $138.472 $177.621 $197.017
</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. On February 22, 1995, the Company signed an extension
to the lease with no increase in rent to March 31, 2007. The terms of the lease
at inception and at the time the lease extension was signed 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.
Bernard R. Gans, a director of the Company, is an attorney with the law firm of
Oppenheimer Poms Smith which has provided and continues to provide certain legal
services to the Company.
8
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 nine month fiscal year ended December 31, 1996,
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 & 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 ending December 31, 1997.
Getz, Krycler & Jakubovits has audited the Company's financial statements since
1988. The Company does not anticipate that a representative of Getz, Krycler &
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 1998 Annual Meeting are advised that their proposals must be
received by the Company no later than December 22, 1997.
ANNUAL REPORT TO SHAREHOLDERS
The Company's 1996 Annual Report on Form 10-K includes financial statements for
the nine month fiscal year ended December 31, 1996, and the fiscal years ended
March 31, 1995, and 1996 and is 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,
Erwin Cheldin
Chairman of the Board, President
and Chief Executive Officer
Woodland Hills, California
April 21, 1997
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 Warner Center Marriott, 21850 Oxnard Street, Woodland Hills,
California 91367, on June 6, 1997, at 2:00 p.m. local 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.
1. ELECTION OF DIRECTORS FOR all nominees listed WITHHOLD AUTHORITY
(except as marked to the to vote all nominees
contrary below) listed below
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.
<PAGE>
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:________________________________________________, 1997.
________________________________________________
(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,
administator 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.
