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Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AUTOBOND ACCEPTANCE 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)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<PAGE>
<PAGE>
AUTOBOND ACCEPTANCE CORPORATION
301 CONGRESS AVENUE
AUSTIN, TX 78701
(512) 435-7000
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, MAY 12, 1998
------------------------
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
AUTOBOND ACCEPTANCE CORPORATION (the 'Company'), which will be held at the
offices of the Company at 301 Congress Avenue, Austin, Texas 78701 on Tuesday,
May 12, 1998, at 10 a.m. local time. The meeting is to be held for the following
purposes:
1. To elect six directors, each for a term of one year or until their
respective successors are elected and qualified;
2. To ratify the appointment by the Board of Directors of Coopers &
Lybrand L.L.P. as independent accountants for the 1998 calendar year;
3. To approve and adopt the Company's 1998 Stock Option Plan for
employees, officers and directors; and
4. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
These items are fully discussed in the following pages, which will be made
part of this Notice. Only shareholders of record on the books of the Company at
the close of business on April 21, 1998 will be entitled to vote at the meeting.
The transfer books of the Company will not be closed. A list of shareholders
entitled to vote will be available for inspection at the offices of the Company
at 301 Congress Avenue, Austin, Texas 78701, for 10 days prior to the Annual
Meeting.
Shareholders are requested to sign, date and return the enclosed proxy as
soon as possible. A return envelope which requires no postage if mailed in the
United States is enclosed for your convenience. Shareholders who execute proxies
retain the right to revoke them at any time prior to the voting thereof by
filing written notice of such revocation with the Secretary of the Company, by
submission of a duly executed proxy bearing a later date or by voting in person
at the Annual Meeting of Shareholders. Attendance at the Annual Meeting will not
in and of itself constitute revocation of a proxy. Any written notice revoking a
proxy should be sent to Secretary, AutoBond Acceptance Corporation, 301 Congress
Avenue, Austin, Texas 78701.
By Order of the Board of Directors
John S. Winsauer
Secretary
Austin, Texas
April 27, 1998
<PAGE>
<PAGE>
AUTOBOND ACCEPTANCE CORPORATION
301 CONGRESS AVENUE
AUSTIN, TX 78701
(512) 435-7000
------------------------
PROXY STATEMENT
------------------------
1998 ANNUAL MEETING OF SHAREHOLDERS
The enclosed Proxy is solicited by the Board of Directors of AutoBond
Acceptance Corporation (the 'Company') for use in voting at the Annual Meeting
of Shareholders to be held at the offices of the Company at 301 Congress Avenue,
Austin, Texas 78701, on Tuesday, May 12, 1998, at 10 A.M. local time, and at any
postponement or adjournment thereof, for the purposes set forth in the attached
notice.
The principal executive offices of the Company are located at 301 Congress
Avenue, Austin, Texas 78701. The approximate date on which this Proxy Statement
and the accompanying form of Proxy will first be sent or given to the Company's
shareholders is April 27, 1998.
PROXIES AND REVOCABILITY OF PROXIES
The persons named in the enclosed form of Proxy will vote the shares for
which they are appointed in accordance with the directions of the shareholders
appointing them. In the absence of such directions, such shares will be voted
FOR proposals 1, 2 and 3 listed below and, in the best judgment of the persons
named in the enclosed proxy, will be voted on any other matters that may come
before the meeting. Any shareholder who executes a proxy has the power to revoke
the same at any time before it is voted by filing written notice of such
revocation with the Secretary of the Company, by submission of a duly executed
proxy bearing a later date or by voting in person at the Annual Meeting of
Shareholders. Attendance at the Annual Meeting will not in and of itself
constitute revocation of a proxy. Any written notice revoking a Proxy should be
sent to Secretary, AutoBond Acceptance Corporation, Austin, Texas 78701. A
return envelope which requires no postage if mailed in the United States is
enclosed for your convenience.
VOTING SECURITIES AND RECORD DATE
Only holders of shares ('Shares') of Common Stock, no par value per share
('Common Stock'), of record at the close of business on April 21, 1998 are
entitled to vote at the meeting. On the record date there were outstanding
6,531,311 Shares. Each outstanding Share is entitled to one vote upon all
matters to be acted upon at the meeting. The holders of a majority of the issued
and outstanding Shares, present in person or represented by proxy, shall
constitute a quorum.
The affirmative vote of a majority of the votes cast by all shareholders
entitled to vote thereon is required to elect each of the directors (Proposal
No. 1). The affirmative vote of a majority of the votes cast by all shareholders
entitled to vote thereon is required to ratify the appointment by the Board of
Directors of the independent auditors (Proposal No. 2). The affirmative vote of
a majority of the votes cast by all shareholders entitled to vote thereon is
required to approve and adopt the Company's 1998 Stock Option Plan (Proposal No.
3) and to act upon any other matter as may properly come before the meeting or
any adjournment thereof. Both abstentions and proxy holders with authority to
vote on at least one matter scheduled to come before the meeting are counted as
'present' for the purposes of determining whether there is a quorum for the
meeting. Abstentions have the effect of a negative vote on proposals requiring
the approval of a majority of the Common Stock.
BENEFICIAL OWNERSHIP OF COMMON SHARES
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 24, 1998 by (i) each person
who is known by the Company to
<PAGE>
<PAGE>
own beneficially more than 5% of its outstanding Common Stock, (ii) each
director and nominee for director, (iii) each named executive officer, and (iv)
all executive officers and directors as a group.
<TABLE>
<CAPTION>
COMMON STOCK
----------------------------------
NAME AND ADDRESS OF AMOUNT OF PERCENTAGE
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OWNED
- -------------------------------------------------------------------------------- -------------------- ----------
<S> <C> <C>
William O. Winsauer ............................................................ 3,648,062 55.9%
AutoBond Acceptance Corporation
301 Congress Avenue
Austin, Texas 78701
John S. Winsauer ............................................................... 1,240,688 19.0
AutoBond Acceptance Corporation
301 Congress Avenue
Austin, Texas 78701
Adrian Katz .................................................................... 578,750 8.9
AutoBond Acceptance Corporation
301 Congress Avenue
Austin, Texas 78701
Manuel A. Gonzalez ............................................................. 33,833 *
AutoBond Acceptance Corporation
301 Congress Avenue
Austin, Texas 78701
Thomas I. Blinten .............................................................. 12,000 *
58 Tomac Avenue
Old Greenwich, Connecticut 06870
Stuart A. Jones ................................................................ 7,000 *
Stuart A. Jones Finance and Investments
200 Expressway Tower
6116 North Central Expressway
Dallas, Texas 75206
Robert A. Shuey III ............................................................ 2,000 *
Tejas Securities Group, Inc.
1250 Capital of Texas Hwy., South Building Two
Suite 500
Austin, Texas 78746
-------------------- -----
Total (all executive officers and directors as a group)............... 5,522,333 84.6%
-------------------- -----
-------------------- -----
</TABLE>
- ------------
* Less than 1%.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the meeting, six (6) Directors will be elected by the shareholders to
serve until the next annual meeting or until their successors are elected and
qualified. The accompanying form of Proxy will be voted for the election as
Directors of the six persons named below, unless the Proxy contains instructions
to withhold a vote. Proxies cannot be voted for a greater number of persons than
the number of nominees named in the Proxy Statement. Although the Company's
by-laws currently fix the number of directors at seven, due to the recent
resignation of Robert S. Kapito, the Company as yet has not determined a
replacement. Management has no reason to believe that any of the nominees set
forth below will not be a candidate or will be unable to serve. However, in the
event that any of the nominees should become unable or unwilling to serve as a
Director, the Proxy will be voted for the election of such person or persons as
shall be designated by the Directors.
WILLIAM O. WINSAUER, director nominee.
Mr. Winsauer, age 38, has been Chairman of the Board of Directors and Chief
Executive Officer of the Company since its formation in 1993. Mr. Winsauer has
been involved in arranging and developing various sources of financing for
subprime finance contracts since 1989. Mr. Winsauer was the founder of AutoBond,
Inc. ('ABI') in 1989 and served full time as its President and sole shareholder
from 1989 through 1993, and remains its President and sole shareholder to date.
ABI has no material current operations other than to manage its and Mr.
Winsauer's investments in securitizations sponsored by Mr.
2
<PAGE>
<PAGE>
Winsauer. In the late 1980s, Mr. Winsauer began selling whole loan packages of
contracts originated by the Gillman Companies, a large dealership group based in
Houston, Texas and worked with his brother, John S. Winsauer, in certain of the
transactions placed through The Westcap Corporation in 1991 and 1992. Mr.
Winsauer was among the first individuals to be involved in the structuring and
marketing of securitization transactions involving subprime finance contracts.
ADRIAN KATZ, director nominee.
Mr. Katz, age 33, joined the Company in November 1995 and was elected Vice
Chairman of the Board of Directors and appointed Chief Operating Officer in
December 1995. Immediately prior to that, from February 1995 he was employed as
a managing director at Smith Barney, Inc. (a broker/dealer), where he was
responsible for structuring asset-backed, commercial and residential
mortgage-backed securities. From 1989 through 1994, Mr. Katz was employed by
Prudential Securities Incorporated (a broker/dealer), where he was appointed a
managing director in 1992 and where he served as a co-head of the Mortgage and
Asset Capital Division with corresponding sales, trading, banking and research
management responsibilities. From 1985 to 1989, Mr. Katz worked for The First
Boston Corporation developing software and managing the structuring of new
securitizations. Mr. Katz has been involved in the sale and financing through
securitization of consumer assets since 1985.
JOHN S. WINSAUER, director nominee.
Mr. Winsauer, age 34, has served as Secretary and a Director of the Company
since October 1995. In addition, Mr. Winsauer has been a shareholder of the
Company since June 1993. Mr. Winsauer's primary responsibilities have included
the development and implementation of the Company's computer and communications
systems and, since January 1997, the supervision of the Company's marketing
efforts with automobile dealers. From January 1993 until August 1996, Mr.
Winsauer was employed by Amherst Securities Group Inc. (a broker/dealer
previously known as USArbour Financial) as a Senior Vice President, prior to
which he served as a Senior Vice President of The Westcap Corporation (a
broker/dealer) from April 1989 to January 1993. From June 1989 through August
1992, in his position as Senior Vice President with The Westcap Corporation, Mr.
Winsauer participated in the successful marketing of whole-loan packages of
finance contracts placed by the Gillman Companies.
STUART A. JONES, director nominee.
From March 1986 to the present, Mr. Jones, age 42, has been self-employed
as head of Stuart A. Jones Finance and Investments, Dallas, Texas, a
privately-owned consultancy specializing in investment banking and real estate
financing. From August 1988 to February 1989, Mr. Jones served as Deputy
Director for the Assets, Operations and Liquidations Division, Federal Saving &
Loan Insurance Corporation, Washington, D.C. From January, 1990 to January,
1994, Mr. Jones also served as Counsel to the Brock Group, Ltd., Washington,
D.C., an international trade and investment strategies consulting firm, where he
represented clients in various real estate, energy and environmental matters.
Mr. Jones is a member of the Texas Bar Association. Mr. Jones has been a
Director of the Company since 1996.
THOMAS I. BLINTEN, director nominee.
Currently a private investor. From November 1995 to September 1997, Mr.
Blinten, age 40, was a Managing Director and executive management committee
member of Nomura Capital Services, Inc., New York, New York, a majority-owned
subsidiary of Nomura Securities Company, responsible for interest rate swap and
OTC derivative sales and trading. From March 1993 to November 1995, Mr. Blinten
was a Principal and management committee member of General Re Financial
Products, a wholly-owned subsidiary of General Re Corporation. From July 1990
through March 1993 he was a Manager in the Derivative Products department for
Kemper Securities, Inc. Mr. Blinten has been a Director of the Company since
1996.
ROBERT A. SHUEY III, director nominee.
Mr. Shuey, 43, is a Managing Director and Chief Executive Officer of Tejas
Securities Group, Inc., a securities broker/dealer with headquarters in Dallas,
Texas, which Mr. Shuey founded in September 1997. Mr. Shuey was appointed as a
director to replace Manuel Gonzalez in March 1998. From June 1996 to September
1997, Mr. Shuey was a Vice President, investment banking, at National Securities
(a
3
<PAGE>
<PAGE>
broker/dealer), and prior to that was associated with various securities
broker/dealers. See 'Certain Relationships and Related Transactions'.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF
THE ABOVE NAMED NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO
VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.
MANAGEMENT
Set forth below is certain information as of April 24, 1998 for (i) the
members of the present Board of Directors and (ii) the principal officers of the
Company. Directors serve for annual terms. Officers are elected by the Board of
Directors and serve at the discretion of the Board.
<TABLE>
<CAPTION>
NAME AND POSITION AGE FIRST ELECTED DIRECTOR
- ------------------------------------------------------------------------------------- --- -----------------------
<S> <C> <C>
William O. Winsauer(1) .............................................................. 38 1993
Chairman of the Board of Directors and Chief Executive Officer
Adrian Katz ......................................................................... 33 1995
Vice Chairman of the Board of Directors and Chief Operating Officer
John S. Winsauer(1) ................................................................. 35 1995
Director and Secretary
Manuel A. Gonzalez .................................................................. 46 --
President
R.T. Pigott, Jr. .................................................................... 43 --
Vice President and Chief Financial Officer
Jeremy Wohlblatt .................................................................... 34 --
Vice President, Technology
Alan E. Pazdernik ................................................................... 56 --
Vice President, Credit
Robert R. Giese ..................................................................... 57 --
Vice President, Collections
Stuart A. Jones ..................................................................... 41 1996
Director
Thomas I. Blinten ................................................................... 40 1996
Director
Robert A. Shuey III ................................................................. 43 1998
Director
</TABLE>
- ------------
(1) Messrs. William and John Winsauer are brothers.
Biographical information concerning the director nominees is set forth
above under the caption 'Proposal No. 1 Election of Directors.' Biographical
information concerning the remaining principal officers is set forth below.
MANUEL A. GONZALEZ, President
Effective February 1, 1998, Mr. Gonzalez was appointed President of the
Company. From November 1996 to January 1998, Mr. Gonzalez was an outside
director of the Company. From September 1993 to December 1994, Mr. Gonzalez, age
47, was Executive Vice President of the Company and ABI. From January 1995 to
January 1998, Mr. Gonzalez was Dealer Principal/Owner of NorthPoint Pontiac
Buick GMC, an automobile dealership located in Kingwood, Texas. From March 1991
to January 1995, Mr. Gonzalez was President of Equifirst Financial Services,
Inc., a consulting firm specializing in the automobile dealership industry. From
1988 through 1990, Mr. Gonzalez was Chief Financial Officer for the Gillman
Companies, prior to which he served as a Vice President at First City Bank,
Texas, where he managed the banking relationships of a large number of
automobile dealers.
4
<PAGE>
<PAGE>
R.T. PIGOTT, JR., Vice President and Chief Financial Officer
Mr. Pigott joined the Company in April 1997 as its Vice President and Chief
Financial Officer. From 1988 to 1996, Mr. Pigott was Executive Vice President
and Chief Financial Officer of Franklin Federal Bancorp of Austin, Texas. Mr.
Pigott is a CPA with approximately twenty years experience in financial
services, including six years as an audit manager with a big six accounting
firm.
JEREMY WOHLBLATT, Vice President, Technology
Mr. Wohlblatt joined the Company as Vice President, Technology in January
1997 and is responsible for the formulation and implementation of software
systems relating to finance contract servicing. Prior to joining the Company,
Mr. Wohblatt served in technology/operations from July 1996 to October 1996 with
the Clinton Group (a broker/dealer), from June 1995 to July 1996 with Smith
Barney Inc. (a broker/dealer) and from April 1993 to May 1995 with Lehman
Brothers (a broker/dealer). Mr. Wohlblatt is a certified volunteer medical
technician.
ALAN E. PAZDERNIK, Vice President -- Credit
Mr. Pazdernik joined the Company in October 1995 as Vice
President -- Credit. From October 1991 until he joined the Company, Mr.
Pazdernik was employed as Credit Manager by E-Z Plan, Inc., a company he created
to handle the internal financing of a $70 million portfolio of subprime
automobile paper. Prior to October 1991, Mr. Pazdernik served over 18 years as
the Director of Finance and Insurance Operations for Red McCombs Automotive (an
automobile dealership), handling the credit, collection, and finance contract
administration functions of the dealership. In his present capacity with the
Company, Mr. Pazdernik manages the credit and funding departments, and has been
involved in the Company's efforts to increase market share in the San Antonio
area.
ROBERT R. GIESE, Vice President -- Collections
Mr. Giese joined the Company in April 1994 as Vice
President -- Collections. From 1984 to April 1994, he served as Vice President
in Retail Credit Administration with First Interstate Bank of Texas, with
responsibility for controlling the performance of the consumer loan portfolio in
Texas. Mr. Giese has more than 30 years experience in sales, finance and
banking, including management experience coordinating credit underwriting,
collections, asset disposal, centralized loss recovery and loan workout
functions. His experience in sales, credit and collections supports the Company
in its management of delinquency and loss performance.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following is a summary of certain transactions to which the Company was
or is a party and in which certain officers, directors or shareholders of the
Company had or have a direct or indirect material interest.
As of December 31, 1996, the Company had made advances to William O.
Winsauer and John S. Winsauer totalling $201,000 and $34,000, respectively. Such
loans bore no interest and had no repayment terms. These advances were repaid in
full in March 1997.
Historically, the Company and ABI, which is wholly-owned by William O.
Winsauer, have provided services for each other on a regular basis. In this
regard, the Company had net advances due from ABI as described below, which
funds were utilized by ABI prior to 1996 to cover expenses incurred in
connection with the management of ABI's investments in securitization trusts.
The Company and ABI entered into a management agreement dated as of January 1,
1996 (the 'ABI Management Agreement') which provides for repayment of the
advances made to William O. Winsauer and John S. Winsauer mentioned in the
preceding paragraph, the reimbursement of expenses incurred on behalf of ABI and
for an annual fee payable by ABI to the Company for services rendered by it or
the Company's employees on behalf of ABI. The ABI Management Agreement states
that the Company shall provide the following management services for ABI on an
ongoing basis: (i) day-to-day management of ABI's portfolio of partnership
interests in the securitization trusts sponsored by ABI between 1992 and 1994,
including various monitoring and reporting functions; (ii) certain cash
management services, including the advancing of funds to pay ABI's ordinary
business expenses and
5
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<PAGE>
(iii) advice as to regulatory compliance. The ABI Management Agreement also
provides that the Company will perform certain accounting functions on behalf of
ABI including (i) maintenance of financial books and records, (ii) monitoring of
cash management functions, (iii) preparation of financial statements and tax
returns and (iv) providing advice in connection with retention of independent
accountants. As compensation for services rendered thereunder, the ABI
Management Agreement provides that ABI shall pay the Company an annual fee of
$50,000, payable quarterly. In addition, the ABI Management Agreement provides
for the quarterly reimbursement of advances made by the Company of out-of-pocket
costs and expenses on behalf of ABI. Amounts due to the Company under the ABI
Management Agreement and certain other advances for expenses as described above
amounted to $176,963 at December 31, 1997.
Tejas Securities Group, Inc. ('Tejas'), of which Robert A. Shuey III, an
outside director of the Company, is a Managing Director and Chief Executive
Officer, acted as Representative of the Underwriters in connection with the
issuance of 1,000,000 shares of the Company's 15% Series A Cumulative Preferred
Stock (the 'Preferred Stock') on February 20, 1998. The Underwriters
collectively received $900,000 as compensation for such offering (including the
subsequent exercise of the overallotment option), of which Tejas received
$180,000. In connection with the Preferred Stock offering, the Company also paid
Tejas a non-accountable expense allowance of 2% of the amount of such offering.
To the extent that Tejas' expenses were ultimately less than the non-accountable
expense allowance, the excess constituted additional compensation to Tejas.
In addition, the Company sold to Tejas, for $100, a Representative's
Warrant to purchase up to 100,000 shares of the Company's Common Stock at an
exercise price of $7.75 per share. The Representative's Warrant is exercisable
for a period of four years commencing February 20, 1998. The Representative's
Warrant may not be sold, transferred, pledged or hypothecated for a period of
one year from the date of the Preferred Stock offering, except to the officers
or partners of Tejas and dealers participating in the offering and their
respective partners and officers. The Representative's Warrant includes a net
exercise provision permitting the holder, upon consent of the Company, to pay
the exercise price by cancellation of a number of shares with a fair market
value equal to the exercise price of such Representative's Warrant.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of the Company's Common Stock or other equity securities to file with the
Securities and Exchange Commission (the 'SEC') initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company on Forms 3, 4 and 5. Officers, directors and 10% shareholders are
required by SEC regulations to furnish the Company with copies of all Forms 3, 4
and 5 they file. Based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, the Company believes all Section 16(a) filing requirements applicable
to its officers, directors and 10% beneficial owners were complied with during
the fiscal year ended December 31, 1997.
COMMITTEES AND MEETINGS OF THE BOARD
During the year ended December 31, 1997, the Board held two regular
meetings. The Board has an Audit Committee and a Compensation Committee. During
1997, each of the Audit Committee and the Compensation Committee consisted of
Messrs. Kapito, Jones, Gonzalez and Blinten. During 1997, the Audit Committee
met two times. The Audit Committee reviews and reports to the Board with respect
to various auditing and accounting matters, including the nomination of the
Company's independent public accountants, the scope of audit procedures, general
accounting policy matters, the Company's internal audit function, and the
performance of the Company's independent public accountants. During 1997, the
Compensation Committee met twice. The Compensation Committee is responsible for
the review and approval of the annual corporate compensation guidelines,
management bonuses, executive officer compensation, and the potential levels of
awards under the Company's 1996 Incentive Stock
6
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Option Plan (the 'Plan') for the ensuing year. During 1997, all of the directors
attended 100% of the meetings of the Board and committees of which they are
members.
DIRECTORS' COMPENSATION
Currently, each director who is not employed by the Company receives an
annual retainer of $5,000 plus $500 for each meeting of the Board or any
committee he attends (and reimbursement of out-of-pocket expenses). In addition,
each non-employee director received options under the Plan to purchase 3,000
shares of the Company's Common Stock.
EXECUTIVE COMPENSATION
The following table sets forth, for the years ended December 31, 1997, 1996
and 1995, the annual and long-term compensation for the Company's highest paid
employees ('named executives'). These were the only employees whose annual
compensation exceeded $100,000 for the fiscal year ended December 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
AWARDS
ANNUAL COMPENSATION ------------
-------------------------------------------- SECURITIES
BASE OTHER ANNUAL UNDERLYING ALL OTHER
NAMES AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS(#) COMPENSATION
- ---------------------------------- ---- -------- ------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
William O.Winsauer(1) ............ 1997 $240,000 $ 0 $ 16,500 0 $ 0
Chairman of the Board and Chief 1996 160,000 0 0 40,000 (3)
Executive Officer 1995 0 0 0 0 (3)
Adrian Katz ...................... 1997 150,000 0 0 0 0
Vice Chairman of the Board and 1996 150,186 0 0 20,000 0
Chief Operating Officer 1995 18,750 75,742(2)
John S. Winsauer ................. 1997 120,000 27,525 0 0 0
Director, Vice President and 1996 120,000 0 0 20,000 (3)
Secretary 1995 40,000 0 0 0 0
R.T. Pigott, Jr. ................. 1997 62,227(4) 18,417(4) 0 10,000 0
Vice President and Chief
Financial Officer
Jeremy Wohlblatt ................. 1997 97,708(5) 0 0 10,000 0
Vice President, Technology
</TABLE>
- ------------
(1) Amount reflects actual payments; on an annualized basis, Mr. Winsauer's 1996
base salary would have been $240,000.
(2) Stated value of compensation in the form of stock issuance.
(3) See 'Certain Relationships and Related Transactions' for a discussion of
loans to William and John Winsauer.
(4) Amount reflects actual payments; on an annualized basis, Mr. Pigott's 1997
base salary would have been $96,000 and annualized bonus $26,000.
(5) Amount reflects actual payments; on an annualized basis, Mr. Wohlblatt's
1997 base salary would have been $100,000.
------------------------
Under the Company's compensation structure for fiscal 1998, the highest
paid officers with salaries in excess of $100,000 will be as follows (annual
salary in parentheses): William O. Winsauer ($240,000); Adrian Katz ($200,000);
Manuel A. Gonzalez ($200,000); John S. Winsauer ($120,000); Jeremy Wohlblatt
($100,000); and R.T. Pigott, Jr. ($96,000 in base salary and $26,000 in bonus).
7
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STOCK OPTIONS
STOCK OPTION GRANTS 1996-1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL EXERCISE GRANT DATE
UNDERLYING OPTIONS GRANTED PRICE EXPIRATION PRESENT
NAME OPTIONS GRANTED TO EMPLOYEES ($/SH)(1) DATE VALUE
- ----------------------------------- --------------- --------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
William O. Winsauer................ 40,000 15.1% $10.50 11/14/2006 $4.88
John S. Winsauer................... 20,000 7.6 10.50 11/14/2006 4.88
Adrian Katz........................ 20,000 7.6 10.50 11/14/2006 4.88
Manuel A. Gonzalez................. 3,000 1.1 10.50 11/14/2006 4.88
Stuart A. Jones.................... 3,000 1.1 10.50 11/14/2006 4.88
Thomas I. Blinten.................. 3,000 1.1 10.50 11/14/2006 4.88
R.T. Pigott, Jr. .................. 10,000 3.8 3.81 8/28/2007 2.26
Jeremy Wohlblatt................... 10,000 3.8 10.25 1/09/2007 6.09
</TABLE>
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(1) The options were granted under the Company's 1996 Stock Option Plan on
November 14, 1996, except for Mr. Pigott's, which were granted on August 28,
1997, and Mr. Wohlblatt's, which were granted on January 9, 1997. The
exercise price is the fair market value of the underlying stock on the date
the options were granted. The options vest 1/3 per year at the end of each
of the three years following the date of grant.
(See below for a discussion of options granted and to be granted to Messrs. Katz
and Gonzalez in 1998.)
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Messrs. William Winsauer and Katz have entered into employment agreements
with the Company on substantially the following terms:
William O. Winsauer. Mr. Winsauer entered into an employment agreement with
the Company dated May 1, 1996. Under the terms of this agreement, Mr. Winsauer
has agreed to serve as Chief Executive Officer of the Company for a period of
five years and, during such time, to devote his full business time and attention
to the business of the Company. The agreement provides for compensation of Mr.
Winsauer at a base salary of $240,000 per annum, which may be increased or
decreased from time to time in the sole discretion of the Board, but in no event
less than $240,000 per annum. The agreement entitles Mr. Winsauer to receive the
benefits of any cash incentive compensation as may be granted by the Board to
employees, and to participate in any executive bonus or incentive plan
established by the Board from time to time.
The agreement provides Mr. Winsauer with additional benefits including (i)
the right to participate in the Company's medical benefit plan, (ii) entitlement
to benefits under the Company's executive disability insurance coverage, (iii) a
monthly automobile allowance of $1,500 plus fees, maintenance and insurance,
(iv) six weeks paid vacation and (v) all other benefits granted to full-time
executive employees of the Company.
The agreement automatically terminates upon (i) the death of Mr. Winsauer,
(ii) disability of Mr. Winsauer which continues for a period of six months,
following the expiration of such six months, (iii) the termination of Mr.
Winsauer 'for cause' (which termination requires the vote of a majority of the
Board) or (iv) the occurrence of the five-year expiration date; provided,
however, that the agreement may be extended for successive one-year intervals
unless either party elects to terminate the agreement in a prior written notice.
Mr. Winsauer may terminate his employment under the agreement for good reason as
set forth below. In the event of Mr. Winsauer's termination for cause, the
agreement provides that the Company shall pay Mr. Winsauer his base salary
through the date of termination and the vested portion of any incentive
compensation plan to which Mr. Winsauer may be entitled.
Mr. Winsauer may terminate his employment under the agreement for 'good
reason,' including: (i) removal of, or failure to re-elect, Mr. Winsauer as
Chief Executive Officer; (ii) change in scope of responsibilities; (iii)
reduction in salary; (iv) relocation of the Company outside Austin, Texas;
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(v) breach by the Company of the agreement; (vi) certain changes to the
Company's compensation plans; (vii) failure to provide adequate insurance and
pension benefits; (viii) failure to obtain similar agreement from any successor
or parent of the Company; or (ix) termination of Mr. Winsauer other than by the
procedures specified in the agreement.
Other than following a change in control, or upon termination of Mr.
Winsauer in breach of the agreement or termination by Mr. Winsauer for good
reason, the Company must pay Mr. Winsauer: (i) his base salary through the date
of termination; (ii) a severance payment equal to the base salary multiplied by
the number of remaining years under the agreement; and (iii) in the case of
breach by the Company of the agreement, all other damages to which Mr. Winsauer
may be entitled as a result of such breach, including lost benefits under
retirement and incentive plans.
In the event of Mr. Winsauer's termination following a change in control,
the Company is required to pay Mr. Winsauer an amount equal to three times the
sum of (i) his base salary, (ii) his annual management incentive compensation
and (iii) his planned level of annual perquisites. The agreement also provides
for indemnification of Mr. Winsauer for any costs or liability incurred by Mr.
Winsauer in connection with his employment.
Adrian Katz. Mr. Katz entered into an employment agreement with the Company
dated November 15, 1995 and subsequently amended on March 31, 1998 (the
'Agreement'). Under the terms of this Agreement, Mr. Katz has agreed to serve as
Vice Chairman and Chief Operating Officer of the Company through the period
ending November 15, 2000 and, during such time, to devote his full business time
and attention to the business of the Company. The Agreement grants Mr. Katz a
base salary of $200,000 (effective April 1, 1998) per annum, which amount may be
increased from time to time at the sole discretion of the Board. The Agreement
terminates upon the death of Mr. Katz. In the event of any disability of Mr.
Katz which continues for a period of six months, the agreement may be terminated
by the Company at the expiration of such six-month period. The Agreement
automatically terminates upon the discharge of Mr. Katz for cause.
Mr. Katz has agreed not to disclose certain confidential proprietary
information of the Company to unauthorized parties, except as required by law,
and to hold such information for the benefit of the Company. The Agreement
contains standard non-competition covenants whereby Mr. Katz has agreed not to
conduct or solicit business with any competitors or clients of the Company
within certain restricted geographic areas for a period of two years following
the termination of his employment. The restriction also applies to the
solicitation of any current or recent employees of the Company. The restricted
areas include any territory within a 40-mile radius of an automobile dealership
with which the Company has done business during the term of the agreement.
Pursuant to the terms of the Agreement, Mr. Katz received 568,750 shares of the
Company's Common Stock on January 1, 1996, equal to 10% of the Company's
outstanding shares of Common Stock following the issuance of such shares to Mr.
Katz.
Pursuant to the amendment to the Agreement, Katz received 145,000 share
options (at a strike price of $7 5/16 per share) under the Company's 1996 Stock
Option Plan and will receive 35,000 share options under the Company's 1998 Stock
Option Plan.
Manuel A. Gonzalez. Pursuant to a Consulting and Employment Agreement,
dated as of January 1, 1998 between the Company and Manuel A. Gonzalez, Mr.
Gonzalez agreed to serve as a consultant to the Company until February 1, 1998,
whereupon Mr. Gonzalez agreed to become President of the Company for a period of
three years and, during such time, to devote his full business time and
attention to the business of the Company. The agreement provides for
compensation of Mr. Gonzalez at a base salary of $200,000 per annum, with a one
time signing bonus of $100,000 and additional performance bonuses of up to
$25,000 per quarter, as approved by the Chairman and the Compensation Committee.
In addition, Mr. Gonzalez received options under the 1996 Stock Option Plan to
purchase 100,000 shares of the Company's Common Stock (at an exercise price of
$3.75/share), along with an agreement to grant additional options to purchase
50,000 of the Company's common stock on December 1, 1998 under the 1998 Stock
Option Plan. The agreement entitles Mr. Gonzalez to participate in all employee
benefit plans and arrangements of the Company in the same manner as other
executive officers and to reimbursement for all reasonable expenses for
entertainment and the like incurred by him in the interest of the business of
the Company.
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The Agreement automatically terminates upon (i) the death of Mr. Gonzalez,
(ii) the disability of Mr. Gonzalez, which continues for a period of six months,
(iii) 'for cause,' (iv) at Mr. Gonzalez's option, or (v) at the Company's
option. Upon such termination, the Company is obligated to pay Mr. Gonzalez his
accrued base pay through the date of such termination, unless terminated by the
Company without cause, whereupon Mr. Gonzalez would be entitled to his base pay
for the remainder of the year in which such termination occurred.
Pursuant to a separate Severance Agreement, dated as of February 1, 1998,
upon the occurrence of a 'change in control' the Company must pay Mr. Gonzalez a
lump sum payment equal to the sum of the base pay plus any incentive pay for
that year, plus the Company will arrange to provide, for a period of twelve
months following the termination date, such employee benefits as are
substantially similar to those that Mr. Gonzalez was receiving or entitled to
receive immediately prior to such termination date. Mr. Gonzalez generally is
not required to mitigate payments made under the Severance Agreement.
As with Mr. Katz, Mr. Gonzalez has agreed not to disclose certain
confidential proprietary information of the Company and has agreed to certain
noncompetition covenants whereby he has agreed not to conduct or solicit
business with any competitors of the Company within the State of Texas for a one
year period following the termination of his employment.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
Three of the Company's executive officers, Messrs. William and John
Winsauer and Adrian Katz, participated in the Board's deliberations regarding
executive compensation.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation of the Company's executive officers, including the Chief
Executive Officer, for 1996 was determined by the Board of Directors prior to
the Company's initial public offering, in consultation with the Company's
underwriters. Factors considered were the relative infancy of the Company, its
size and compensation packages made to executives at comparable competitors,
with a view towards fixing cash compensation at prudent, conservative levels.
Approximately 100,000 share options under the Plan were granted to executive
officers upon completion of the Company's initial public offering, as part of
the overall grants of up to 300,000 share options to employees generally. In
light of the large shareholdings of the Company's top three executives, it was
determined to be unnecessary to grant additional incentives-based cash
compensation for these officers.
Fiscal 1997 and 1998 compensation arrangements have been adopted and
ratified by Messrs. Kapito, Blinten and Jones, as members of the Compensation
Committee.
PERFORMANCE GRAPH
Trading of the Company's Common Stock commenced November 8, 1996 on a when
issued basis. The following graph compares total shareholder returns of the
Company's Common Stock from December 31, 1996 through March 31, 1998 to the CBOE
Russell 2000 Index ('Russell 2000') and to a peer group composite ('Peer
Composite'). The Peer Composite is composed of twelve publicly traded
companies -- Aegis Consumer FDG Group Inc., AmeriCredit Corp., AutoInfo Inc.,
Consumer Portfolio Services, Credit Acceptance Corp., Eagle Finance Corp., First
Enterprise Financial Group Inc., General Acceptance Corp., Mercury Finance Co.,
Monaco Finance Inc., NAL Financial Group Inc. and Onyx Acceptance Corp. (the
'Peer Companies'). The Peer Companies have been selected on an industry and
line-of business basis.
The graph assumes that the value of the investment in the Company's Common
Stock and in the Russell 2000 and Composite indices was $100 at December 31,
1996 and that all dividends were reinvested. The Company's Common Stock price on
December 31, 1996 (on which the graph is based) was $10.25.
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COMPARISON OF CUMULATIVE TOTAL RETURN AMONG AUTOBOND ACCEPTANCE CORPORATION,
CBOE RUSSELL 2000 AND PEER COMPOSITE
(12/31/96 TO 3/31/98)
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
12/31/96 3/31/38
-------- -------
<S> <C> <C>
Autobond...................... $100 $ 76.83
Russell....................... $100 $132.56
Composite..................... $100 $ 69.25
</TABLE>
Closing price of the Company's Shares on April 20, 1998: $6.00/share.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Coopers & Lybrand L.L.P. has been designated by the Board of Directors,
subject to ratification by the Company's shareholders, to make an examination of
the consolidated balance sheet of the Company as of December 31, 1998 and the
related consolidated statement of income and cash flows for the fiscal year
ending December 31, 1998, and for such other purposes incidental thereto as may
be required.
The Company expects that a representative of Coopers & Lybrand L.L.P. will
be present at the meeting and will be available to respond to appropriate
questions from shareholders. The representative from Coopers & Lybrand L.L.P.
will have an opportunity to make a statement at the meeting if he so desires.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE
RATIFICATION OF COOPERS & LYBRAND AS THE COMPANY'S INDEPENDENT AUDITORS. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY
IN THEIR PROXIES A CONTRARY CHOICE.
PROPOSAL NO. 3
ADOPTION OF THE COMPANY'S 1998 STOCK OPTION PLAN
The Board of Directors of the Company has proposed for approval by the
shareholders of the Company the Company's 1998 Stock Option Plan (the 'Option
Plan'), under which stock options may be granted to directors, officers and
employees of the Company and its subsidiaries. The Option Plan permits the grant
of stock options that qualify as incentive stock options ('ISOs') under Section
422 of the Internal Revenue Code of 1986, as amended, and nonqualified stock
option ('NSOs'), which do not so qualify. Upon adoption, the Company will
authorize and reserve 650,000 shares for issuance under the Option Plan. The
shares may be unissued shares or treasury shares. If an option expires or
terminates for any reason without having been exercised in full, the unpurchased
shares subject to such option will again be available for grant under the Option
Plan. In the event of certain corporate reorganizations, recapitalizations or
other specified corporate transactions affecting the Company or the
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Common Stock, proportionate adjustments shall be made to the number of shares
available for grant and to the number of shares and prices under outstanding
option grants made before the event.
The Option Plan is administered by the Compensation Committee of the Board
of Directors (the 'Committee'). Subject to the limitations set forth in the
Option Plan, the Committee has the authority to determine the persons to whom
options will be granted, the time at which options will be granted, the number
of shares subject to each option, the exercise price of each option, the time or
times at which the options will become exercisable and the duration of the
exercise period. The Committee may provide for the acceleration of the exercise
period of an option at any time prior to its termination or upon the occurrence
of specified events, subject to limitations set forth in the Option Plan.
Subject to the consent of optionees, the Committee has the authority to cancel
and replace stock options previously granted with new options for the same or a
different number of shares and having a higher or lower exercise price, and may
amend the terms of any outstanding stock option to provide for an exercise price
that is higher or lower than the current exercise price.
All directors, officers and employees of the Company and its subsidiaries
are eligible to receive a grant of a stock option under the Option Plan, as
selected by the Committee. The exercise price of shares of Common Stock subject
to options granted under the Option Plan may not be less than the fair market
value of the Common Stock on the date of grant. Options granted under the Option
Plan will generally become vested and exercisable over a three-year period in
equal annual installments, unless the Committee specifies a different vesting
schedule. The maximum term of options granted under the Option Plan is ten years
from the date of grant. ISOs granted to any employee who is a 10% shareholder of
the Company are subject to special limitations relating to the exercise price
and term of the options. The value of Common Stock (determined at the time of
grant) that may be subject to ISOs that become exercisable by any one employee
in any one year is limited by the Internal Revenue Code to $100,000. All options
granted under the Option Plan are nontransferable by the optionee, except upon
the optionee's death in accordance with his will or applicable law. In the event
of an optionee's death or permanent and total disability, outstanding options
that have become exercisable will remain exercisable for a period of one year,
and the Committee will have the discretion to determine the extent to which any
unvested options shall become vested and exercisable. In the case of any other
termination of service, outstanding options that have previously become vested
will remain exercisable for a period of 90 days, except for a termination 'for
cause' (as defined), in which case all unexercised options will be immediately
forfeited. Under the Option Plan, the exercise price of an option is payable in
cash or, in the discretion of the Committee, in Common Stock or a combination of
cash and Common Stock. An optionee must satisfy all applicable tax withholding
requirements at the time of exercise.
In the event of a 'change in control' of the Company (as defined in the
Option Plan) each option will become fully immediately vested and the optionee
may surrender the option and receive, with respect to each share of Common Stock
issuable under such option, a payment in cash equal to the excess of the fair
market value of the Common Stock at the time of the change in control over the
exercise price of the option. However, there will be no acceleration of vesting
and cash payment if the change in control is approved by two-thirds of the
members of the Board of Directors of the Company and provision is made for the
continuation or substitution of the options on equivalent terms.
The Option Plan has a term of ten years, subject to earlier termination or
amendment by the Board of Directors, and all options granted under the Option
Plan prior to its termination remain outstanding until they have been exercised
or are terminated in accordance with their terms. The Board may amend the Option
Plan at any time.
The grant of stock option under the Option Plan will not generally result
in taxable income for the optionee, nor in a deductible compensation expense for
the Company, at the time of grant. The optionee will have no taxable income upon
exercising an ISO (except that the alternative minimum tax may apply), and the
Company will receive no deduction when an ISO is exercised. Upon exercising an
NSO, the optionee will recognize ordinary income in the amount by which the fair
market value of the Common Stock on the date of exercise exceeds the exercise
price, and the Company will generally be entitled to a corresponding deduction.
The treatment of an optionee's disposition of shares of Common Stock acquired
upon the exercise of an option is dependent upon the length of time the shares
have been held and whether such shares were acquired by exercising an ISO or an
NSO. Generally, there will
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be no tax consequence to the Company in connection with the disposition of
shares acquired under an option except that the Company may be entitled to a
deduction in the case of a disposition of shares acquired upon exercise of an
ISO before the applicable ISO holding period has been satisfied.
The Commitee has not yet determined grants to officers and employees under
the Option Plan, other than, 50,000 share options to be granted to Mr. Gonzalez,
the 35,000 share options to be granted to Mr. Katz in December 1998, along with
an additional 15,000 share options to be granted to two employees upon adoption
of the 1998 Stock Option Plan.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE COMPANY'S 1998 STOCK OPTION PLAN. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES
A CONTRARY CHOICE.
OTHER MATTERS
The management of the Company does not know of any matters other than those
stated in the Proxy Statement which are to be presented for action at the
meeting. If any other matters should properly come before the meeting, it is
intended that proxies in the accompanying form will be voted on any such matters
in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such proxies
upon the persons voting them.
The Company will bear the cost of preparing, assembling and mailing the
Proxy, Proxy Statement and other material which may be sent to its shareholders
in connection with this solicitation. In addition to the solicitation of proxies
by use of the mails, officers and regular employees of the Company may solicit
the return of proxies. The Company may reimburse persons holding stock in their
names or in the names of other nominees for their expenses in sending proxies
and proxy materials to principals. Proxies may be solicited by mail, personal
interview, telephone and facsimile.
The Company will provide without charge to each person being solicited by
this Proxy Statement, on the written request of any such person, a copy of the
Annual Report of the Company on Form 10-K for the year ended December 31, 1997
(as filed with the SEC) including the financial statements and the schedules
thereto. All such requests should be directed to John S. Winsauer, Secretary,
AutoBond Acceptance Corporation, 301 Congress Avenue, Austin, Texas 78701.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
All proposals of shareholders intended to be included in the proxy
statement to be presented at the next Annual Meeting of Shareholders must be
received at the Company's executive office in Austin, Texas, no later than
December 28, 1998.
By Order of the Board of Directors
John S. Winsauer
Secretary
Dated: April 27, 1998
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APPENDIX 1
AUTOBOND ACCEPTANCE CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 1998
The undersigned hereby constitutes and appoints William O. Winsauer, John S.
Winsauer and Adrian Katz, and each of them, his true and lawful agents and
proxies with full power of substitution in each, to represent the undersigned at
the Annual Meeting of Shareholders of AUTOBOND ACCEPTANCE CORPORATION (the
'Company') to be held at the offices of the Company at 301 Congress Avenue,
Austin, Texas and at any adjournments thereof, on all matters coming before said
meeting.
1. Election of seven (7) directors. Nominees for directors are William O.
Winsauer, Adrian Katz, John S. Winsauer, Robert S. Kapito, Robert A. Shuey
III, Stuart A. Jones and Thomas I. Blinten.
2. Ratification of the appointment by the Board of Directors of Coopers &
Lybrand L.L.P. as independent auditors.
3. Adoption of the Company's 1998 Stock Option Plan.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR
SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
<PAGE>
<PAGE>
Please date, sign and return this
proxy card as soon as possible.
Annual meeting of Stockholders
AUTOBOND ACCEPTANCE CORPORATIONS
May 12, 1998
Please Detach and Mail in the Envelope Provided
- -------------------------------------------------------------------------------
[X] Please mark your
votes as on this
example.
FOR WITHHELD
1. Election of [ ] [ ] Nominees: William O. Winsauer,
Directors Adrian Katz, John S. Winsauer,
Robert A. Shuey III, Stuart A.
Jones and Thomas I. Blinten
FOR WITHHELD ABSTAIN
2. Ratification of coopers & Lybrand L.L.P. [ ] [ ] [ ]
3. Adoption of 1998 Stock Option Plan [ ] [ ] [ ]
FOR, except vote WITHHELD from the following nominee(s):
- ---------------------------------------------------------
The Board of Directors recommends a vote FOR the
nominees and FOR proposal no. 2.
Please check box [ ]
if you plan to
attend the
meeting
SIGNATURE(S)____________________________ DATE______, 1998
If acting as executor, administrator, trustee, guardian, etc. you should so
indicate when signing. If the signer is a corporation, please sing the full
corporate name, by a duly authorized officer. If shares are held jointly,
each shareholder named should sign. The singer hereby revokes all proxies
heretofore given by the singer to vote at said meeting or any adjournments
thereof.
PLEASE SING, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE
