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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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
[_] Definitive Proxy Statement Commission Only (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
First Alliance 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:
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FIRST ALLIANCE CORPORATION
17305 VON KARMAN AVENUE
IRVINE, CALIFORNIA 92614
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SUPPLEMENT TO
PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
APRIL 27, 1999
This Supplement to the Proxy Statement (this "Supplement") is furnished
in connection with the solicitation by the Board of Directors of First Alliance
Corporation (together with its subsidiaries, the "Corporation") of proxies to be
voted at the Annual Meeting of Stockholders to be held on April 27, 1999 (the
"Annual Meeting") and at any and all adjournments thereof. Proxies are revocable
at any time prior to exercise by written notice to the Secretary of the
Corporation or upon request if the stockholder is present at the Annual Meeting
and chooses to vote in person. If a proxy is properly signed and not revoked,
the shares it represents will be voted in accordance with the instructions of
the stockholder. If no specific instructions are given, the shares represented
by the proxy will be voted in favor of the proposals set forth in the Notice
attached to the Proxy Statement.
This Supplement is being distributed by the Corporation because the
nominees for election as directors have changed. The previously distributed
Proxy Statement and the proxy card attached thereto named Merrill Butler and
Albert L. Lord as nominees for re-election as directors. Mr. Lord is not
standing for re-election as a director at the Annual Meeting. In his place, the
Corporation has nominated Daniel K. Stevenson for election as a director of the
Corporation.
Information with respect to Mr. Stevenson is set forth below under the
heading "Proposal 1 - Election of Directors." Other than such Proposal 1, no
other information in the previously distributed Proxy Statement has been
changed.
If you have previously submitted the earlier version of the proxy card
to the Corporation, that proxy card will be counted as a vote for Mr. Butler,
and not as a vote for Mr. Lord. If you submit the updated version of the proxy
card attached hereto, that proxy card will revoke the earlier proxy card and
will therefore be counted as a vote for each of Messrs. Butler and Stevenson.
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PROPOSAL 1 - ELECTION OF DIRECTORS
INFORMATION CONCERNING THE NOMINEES AND CURRENT DIRECTORS
The Corporation's Certificate of Incorporation provides that the
members of the Board of Directors shall be divided into three classes with
approximately one third of the directors to stand for election each year for
three-year terms. The total number of directors comprising the Corporation's
Board of Directors is currently set pursuant to the Corporation's bylaws at
seven. Of this number, three members of the Board of Directors have terms
expiring at the Annual Meeting, one of whom, Mr. Butler, is a nominee for
re-election at the Annual Meeting. Mr. Stevenson is also a nominee for election
at the Annual Meeting. One seat is vacant and will remain open until filled, and
such director shall hold office and be of the same class as the director he
succeeds. Of the aforementioned members, two have terms expiring at the 2000
Annual Meeting of Stockholders and two have terms expiring at the 2001 Annual
Meeting of Stockholders.
Unless instructions to the contrary are given, all proxies received by
the Corporation will be voted for the election of the two nominees named below
as directors of the Corporation to hold office until the 2002 Annual Meeting of
Stockholders and until their respective successors are elected and qualified.
Both of the nominees have indicated a willingness to be named as such and to
serve as directors if elected. Should either nominee not be a candidate at the
time of the 1999 Annual Meeting, the enclosed Proxy will be voted in favor of
the other nominee with respect to whom a stockholder has not withheld a vote on
such Proxy and for such substitute nominee (if any) as shall be designated by
the proxies named in the enclosed Proxy, or the number of directors may be
reduced by the Board of Directors. Both nominees have been recommended by the
Board of Directors for three-year terms expiring at the 2002 Annual Meeting of
Stockholders.
Certain information concerning each of the two nominees for directors
is set forth below.
NOMINEES FOR DIRECTORS FOR THREE-YEAR TERMS EXPIRING IN 2002
MERRILL BUTLER Director since 1996 Age 74
Mr. Butler has been a director of the Board of the Corporation since
its formation in 1996, and has also served on the Compensation Committee since
1996. Since 1983 Mr. Butler has served as President of Merrill Butler, Inc., a
corporation formed to consult with savings and loan associations on real estate
matters. During 1995 Mr. Butler also served on the Volunteer Executive Team
organized to advise Orange County, California after the County had declared
bankruptcy. Mr. Butler was also a co-creator of the Butler Popejoy Group, a
general partnership which from 1992 to 1994 capitalized home builders with
equity funds to develop entry level housing projects. Mr. Butler is a past
director of numerous organizations, including the Federal National Mortgage
Association (Fannie Mae), Financial Corporation of America, American Savings and
Loan, The Commodore Corporation, Far Western Bank, National Association of Home
Builders, and the Building Industry Association of Southern California.
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DANIEL K. STEVENSON Nominee for Director Age 66
Mr. Stevenson is Chairman of Management Action Programs, Inc. Its
principal activities consist of conducting personal growth and effectiveness
programs for CEO's and managers as well as productivity and profit improvement
programs for companies ("MAP"). Since joining MAP in 1977, Mr. Stevenson has
served in various other capacities, including President, Chief Executive Officer
and Senior Consultant. Prior to his employment at MAP, Mr. Stevenson was
President of Noland Paper Company and National Sales Manager for Nationwide
Papers, Inc. of Chicago, Illinois.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES LISTED ABOVE.
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
Susan Linder
Secretary
Dated: April 6, 1999
3
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PROXY
SOLICITED BY BOARD OF DIRECTORS
FIRST ALLIANCE CORPORATION
17305 VON KARMAN AVENUE
IRVINE, CALIFORNIA 92614
ANNUAL MEETING - APRIL 27, 1999
The undersigned hereby appoints Brian Chisick, Francisco Nebot and Jeffrey Smith
or each or any of them with power of substitution, proxies for the undersigned
to act and vote at the 1999 Annual Meeting of Stockholders of First Alliance
Corporation and at any adjournments thereof as indicated upon the matters
referred to on the reverse side and described in the proxy statement for the
meeting, and, in their discretion, upon any other matters which may properly
come before the meeting.
IF NO OTHER INDICATION IS MADE, THE PROXIES SHALL
VOTE FOR THE ELECTION OF THE DIRECTOR NOMINEES.
-----------
SEE REVERSE
SIDE
-----------
(continued and to be signed on other side)
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
FIRST ALLIANCE CORPORATION
APRIL 27, 1999
================================================================================
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
A VOTE FOR ALL NOMINEES IS RECOMMENDED BY THE BOARD OF DIRECTORS
FOR BOTH WITHHELD
FROM BOTH
-------- --------
1. Proposal 1: | | | | NOMINEES:
---------- | | | | Merrill Bulter
Election of | | | | Daniel K. Stevenson
Directors -------- --------
FOR BOTH EXCEPT the following nominee:
______________________________________________
IMPORTANT - PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE. THANK YOU.
Signature(s) of Stockholder(s) __________________________Date ___________ , 1999
NOTE: If acting as attorney, executor, trustee, or in other
representative capacity, please sign name and title.
