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 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
AMERICAN PUBLIC HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] 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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AMERICAN PUBLIC HOLDINGS, INC.
================================================================================
Notice of 1998
Annual Meeting
and
Proxy Statement
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<TABLE>
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TABLE OF CONTENTS
PAGE
<S> <C>
NOTICE OF ANNUAL STOCKHOLDERS' MEETING............................................................................1
ELECTION OF DIRECTORS.............................................................................................2
INFORMATION RELATING TO DIRECTORS,
NOMINEES AND EXECUTIVE OFFICERS...................................................................................3
Board Meetings and Committees ........3
Stock Ownership of Principal Stockholder ........3
Stock Ownership of Directors and Officers ........4
Section 16(a) Beneficial Ownership Reporting Compliance ........5
Executive Compensation ........5
Director Compensation ........6
Report of the Board of Directors on Executive Compensation ........6
Performance Graph ........6
Other Transactions with Management ........6
INDEPENDENT PUBLIC ACCOUNTANTS....................................................................................7
OTHER MATTERS.....................................................................................................7
Voting of Proxies ........7
Voting Securities and Record Date ........7
Vote Required for Approval ........7
Solicitation of Proxies ........7
Annual Report ........7
Stockholder Proposals for the 1999 Annual Meeting ........7
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AMERICAN PUBLIC HOLDINGS, INC.
2305 LAKELAND DRIVE
JACKSON, MISSISSIPPI 39208
NOTICE OF ANNUAL STOCKHOLDERS' MEETING
TO BE HELD ON APRIL 28, 1998
TO THE STOCKHOLDERS OF
AMERICAN PUBLIC HOLDINGS, INC.:
NOTICE IS HEREBY GIVEN that, pursuant to call of its directors and in
compliance with its Bylaws, the regular annual meeting of stockholders of
AMERICAN PUBLIC HOLDINGS, INC. will be held at 2305 Lakeland Drive, Jackson,
Mississippi, on Tuesday, April 28, 1998, at 10:00 a.m., local time, for the
purpose of considering and voting upon the following matters:
1. Election of the seven (7) persons listed in the Proxy
Statement dated April 6, 1998, accompanying this notice as
directors of American Public Holdings, Inc.
2. Whatever other matters may be brought before the meeting or
any adjournment(s) thereof. Management knows of no other
matters that may properly be, or which are likely to be,
brought before the meeting.
Only those stockholders of record at the close of business on March 23,
1998, shall be entitled to notice of and to vote at this meeting. We urge you to
sign and return the enclosed Proxy as soon as possible, whether or not you plan
to attend the meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Jerry C. Stovall
President and Chief Executive Officer
Dated and Mailed at
Jackson, Mississippi
on or about April 6, 1998
Enclosures: 1. Proxy
2. Business Reply Envelope
3. Annual Report
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PROXY STATEMENT
American Public Holdings, Inc.
April 6, 1998
This Proxy Statement is furnished to stockholders of American Public
Holdings, Inc. (the "Company") in connection with the solicitation by the Board
of Directors of proxies to be voted at the Annual Meeting of Stockholders to be
held on Tuesday, April 28, 1998, at 10:00 a.m., local time. Distribution of this
Proxy Statement and form of proxy is scheduled to begin on or about April 6,
1998.
Shares of Common Stock represented by properly executed proxies, unless
previously revoked, will be voted at the meeting in accordance with the
instructions thereon. If no direction is indicated, such shares will be voted
FOR each nominee and at the discretion of the persons named in the relevant
proxy in connection with any other business that may properly come before the
meeting. A proxy may be revoked by a stockholder at any time prior to the
exercise thereof by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date. A proxy shall be
suspended if the stockholder is present and elects to vote in person.
ELECTION OF DIRECTORS
At the 1998 Annual Meeting, seven directors will be elected to hold
office until the 1999 Annual Meeting and until their successors have been
elected and have qualified. The nominees listed below, are all currently serving
as directors of the Company, with the exception of Jerry C. Stovall who is
currently President and Chief Executive Officer of the Company. The Board knows
of no reason why any nominee may be unable to serve as director. If any nominee
is unable to serve, the shares represented by all valid proxies will be voted
for the election of such other person as the Board may recommend.
Warren I. Hammett. Age 71. Mr. Hammett has been involved in the
operation and ownership of family farming operations for more than five years.
He has served as a director of American Public Life Insurance Company
("American Public Life"), the Company's subsidiary, since 1979 and of the
Company since its organization in December, 1995.
F. Harrell Josey, D.V.M. Age 73. Dr. Josey has been a veterinarian
and the director of Josey Animal Medical Center, Inc. for more than five years.
He has served as a director of American Public Life since 1974 and of the
Company since its organization in December, 1995.
Frank K. Junkin, Jr. Age 47. Mr. Junkin has been Senior Vice
President, Marketing of American Public Life for more than five years. He has
served as a director of American Public Life since 1987 and of the Company
since its organization in December, 1995.
David A. New, Sr. Age 70. Mr. New has been Chairman and Director of
David New Operating Company, David New Oil Company and David New Drilling
Company for more than five years. These companies are engaged in oil and gas
drilling and exploration. He has served as director of American Public Life
since 1979 and Chairman of the Board for more than five years and as Chairman of
the Board of the Company since its organization in December, 1995.
David A. New, Jr. Age 41. Mr. New has been Director and President of
David New Operating Company, David New Oil Company, David New Drilling Company
and W.T. Drilling Company for more than five years. These companies are engaged
in oil and gas drilling and exploration. David A. New, Jr. is the son of David
A. New, Sr. He has served as a director of American Public Life since 1983 and
of the Company since its organization in December, 1995.
2
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Jerry C. Stovall. Age 61. Mr. Stovall was elected President and Chief
Executive Officer of the Company and American Public Life effective September 2,
1997. Mr. Stovall was Executive Vice President of American Public Life
from October, 1996 through August, 1997. Until May, 1995, when he retired, Mr.
Stovall was President of Lamar Life Insurance Company.
Paul H. Watson, Jr. Age 59. Mr. Watson has been President of Farmers
Tractor Company, Inc., a farm equipment dealer, for more than five years. Mr.
Watson serves as Director of Trustmark Corp., Jackson, Mississippi. He has
served as a director of American Public Life since 1979 and of the Company since
its organization in December, 1995. Mr. Watson serves as Vice Chairman of the
Board of Directors of American Public Life.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE ELECTION OF ALL THE NOMINEES.
INFORMATION RELATING TO DIRECTORS,
NOMINEES AND EXECUTIVE OFFICERS
Board Meetings and Committees
The Company had two Board meetings in 1997. All of the directors were
present at each meeting. The Board of Directors of the Company does not have an
audit, compensation or nominating committee.
All of the directors of the Company are also members of the Board of
Directors of American Public Life. The Board of Directors of American Public
Life met twelve times in 1997. No director of American Public Life attended less
than seventy-five percent of the Board meetings held in 1997.
Stock Ownership of Principal Stockholder
The following table sets forth information as to persons beneficially
owning more than five percent (5%) of the Company's Common Stock.
Amount and Nature Percentage of
of Beneficial Outstanding
Name Ownership(1) Common Stock
- -----------------------------------------------------------------------
New Family and 656,040 (2)(3) 59.68%
Affiliated Interests
P. O. Box 1487
Natchez, MS 39121
- --------
(1)Adjusted for twenty-for-one stock dividend to be paid on March 31, 1998 to
holders of record on March 16, 1998.
(2)Mr. New, Sr. and Mr. New, Jr. share voting and investment power with respect
to 29,400 shares held by David New Operating Company and 299,376 shares held by
David New Drilling Company. Mr. New, Sr. and his spouse share voting and
investment power with respect to 291,207 shares held by New Partners, L.P.
(3)Mr. New, Jr. owns 36,057 shares directly.
3
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Stock Ownership of Directors and Officers
The following table sets forth information as of March 23, 1998, as to
the number of shares of Company Common Stock beneficially owned by each of the
nominees for director, including the Company's CEO, and by the Company's
directors and executive officers as a group.
Amount and Nature Percentage of
of Beneficial Outstanding
Name Ownership(1) Common Stock
- -------------------------------------------------------------------------
Warren I. Hammett 28,959 2.63%
F. Harrell Josey 24,423 2.22%
Frank K. Junkin, Jr. 29,862 2.72%
David A. New, Sr. 619,983 (2)(3) 56.40%
David A. New, Jr. 364,833 (3) 33.19%
Jerry C. Stovall 0 0.00%
Paul H. Watson, Jr. 21,126 1.92%
13 Directors and
Executive Officers as a 761,620 69.28%
Group
- --------
(1)Adjusted for twenty-for-one stock dividend to be paid on March 31, 1998 to
holders of record on March 16, 1998.
(2)Mr. New, Sr. and Mr. New, Jr. share voting and investment power with respect
to 29,400 shares held by David New Operating Company and 299,376 shares held by
David New Drilling Company. Mr. New, Sr. and his spouse share voting and
investment power with respect to 291,207 shares held by New Partners, L.P.
(3)Mr. New, Jr. owns 36,057 shares directly.
4
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own more than ten
percent (10%) of Company Common Stock (collectively, "Reporting Persons") to
file with the Securities and Exchange Commission initial reports of ownership
and reports of changes in ownership of Common Stock of the Company. Reporting
Persons are required by Securities and Exchange Commission Regulations to
furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended December 31, 1997 all Section 16(a)
filing requirements applicable to the Company's Reporting Persons were complied
with except as described herein. The Form 3 Initial Statements of Ownership for
the executive officers and directors of the Company(1) and for David New
Drilling Company (10% beneficial owner), David New Operating Company (as a
member of a group that is a 10% beneficial owner) and New Partners, L.P. (as a
member of a group that is a 10% beneficial owner) were filed late. In addition,
Johnny H. Williamson and David New, Sr. each filed a report late covering one
transaction.
Executive Compensation
The following table sets forth the total compensation paid by the
Company for the last fiscal year to each person who served as CEO of the
Company. No executive officer had total compensation in excess of $100,000 in
1997.
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
Annual Base Compensation
Name and Principal Position Year Salary ($)
- ------------------------------------------ ------ ------------------------
Johnny H. Williamson 1997 $78,769(1)
President & Chief Executive Officer of the
Company and American Public Life
(through September 1, 1997)
Jerry C. Stovall 1997 $95,075(1)
President & Chief Executive Officer of the
Company and American Public Life
(September 2, 1997 to Present), Executive
Vice President (through September 1,
1997)
- ----------------------
(1) Includes Director's fees.
The Company has agreed to pay Mr. Stovall $125,000 a year in salary,
plus an automobile allowance of $500 per month and standard benefits. This
salary and benefits will be paid for a minimum of 18 months beginning
September 1, 1997, even if Mr. Stovall resigns or is terminated.
- --------
(1)Dianne D. Aycock, Warren I. Hammett, E. Ray Hampton, Joseph C. Hartley, Jr.,
Garry V. Hughes, Alison James, Jr., F. Harrell Josey, D.V.M., Frank K. Junkin,
Jr., Richard K. Mills, Chester C. Montgomery, David A. New, Jr., David A. New,
Sr., Sharon D. Starnes, Jerry C. Stovall, Paul H. Watson, Jr., William F. Weems
and Johnny H. Williamson.
5
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Director Compensation
All Directors of American Public Life receive $750 for each monthly
meeting attended. No additional compensation is paid for attendance at Company
Board meetings.
Report of the Board of Directors on Executive Compensation
The Board of Directors of the Company approves the compensation of the
CEO and of the executive officers. Mr. Williamson retired from his position as
President and CEO of the Company in August, 1995. In July, 1996 the Board of
Directors asked Mr. Williamson to serve as President and CEO for an interim
period. Mr. Williamson served as President and CEO from July, 1996 to
September, 1997. Mr. Williamson's compensation for this period resulted from
negotiations between Mr. Williamson and the Board of Directors. Mr. Stovall was
appointed as President and CEO in September, 1997. The amount of his
compensation resulted from negotiations between the Board of Directors and Mr.
Stovall. Mr. Williamson's compensation was based on the need to obtain his
services as President and CEO for an interim period and was not based on
Company performance or similar factors. Mr. Stovall's compensation was based on
the need to employ a successor to Mr. Williamson and was not based on Company
performance or similar factors.
The compensation of the other executive officers is approved by the
Board of Directors after considering the recommendation of the President. In
making his recommendations, the President considers compensation levels for
executives in similar positions in the Jackson, Mississippi area, as well as the
compensation levels for executives in the insurance industry in the Southeast.
Although in recommending increases in compensation the President considers job
performance, no formal system or set of criteria has been used in making
compensation recommendations for executive officers.
The Board of Directors has established a bonus program for executive
officers of the Company. The first bonus will be determined based on company
performance in the period from October 1, 1997 through September 30, 1998. A
bonus pool will be established based on the growth of the value of the Company
based on an actuarial analysis of the Company's insurance business, targeted
general expense levels and targeted rates of return. The bonus pool will be
allocated to executives involved in marketing based on premium collections, and
to other executives based on subjective factors. The payment of bonuses will be
at the discretion of the Board of Directors and the bonus program may be
canceled or modified at any time.
Submitted by the Company's Board of Directors:
Warren I. Hammett David A. New, Sr.
F. Harrell Josey David A. New, Jr.
Frank K. Junkin, Jr. Paul H. Watson, Jr.
Performance Graph
The Company's Common Stock was not traded on a public market during any
part of fiscal year 1997. Accordingly, the performance graph is omitted. The
Company's Common Stock began to be quoted on the OTC Bulletin Board in February
of 1998.
Other Transactions with Management
On August 30, 1995, American Public Life entered into several
agreements with Johnny H. Williamson in connection with his resignation from the
position of President of the Company, including a Stock Purchase Agreement
pursuant to which American Public Life purchased 858 shares of Common Stock from
Mr. Williamson for an aggregate purchase price of $287,430. The Company, as
successor to American Public Life, agreed to purchase an additional 572 shares
of Company Common Stock from Mr. Williamson at a purchase price of $335 per
share, when Mr. Williamson ceased to be a director of the Company. Mr.
Williamson resigned from the Board of Directors on January 8, 1998 and on that
date the Company acquired the 572 shares of Company Common Stock for an
aggregate purchase price of $191,620.
6
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INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP were the independent accountants for the Company
during the most recently completed fiscal year and will serve as the independent
accountants for the Company during the current fiscal year. Representatives of
this firm will be present at the Annual Meeting and will have an opportunity to
make statements if they so desire and are expected to be available to respond to
appropriate questions.
OTHER MATTERS
Voting of Proxies
Shares of Common Stock represented by properly executed proxies, unless
previously revoked, will be voted at the meeting in accordance with the
instructions thereon. If no direction is indicated, such shares will be voted
FOR each nominee and at the discretion of the persons named in the relevant
proxy in connection with any other business that may properly come before the
meeting. Management knows of no other matters that may properly be, or which are
likely to be, brought before the meeting. However, if any other matters are
properly brought before the meeting, the persons named in the enclosed proxy or
their substitutes will vote in their discretion on such matters.
Voting Securities and Record Date
Only those stockholders of record on the books of the Company at the
close of business on March 23, 1998, shall be entitled to notice of and to vote
at the meeting in person or by proxy. On that date, the Company had outstanding
of record 1,099,347 shares of Common Stock. A majority of the shares outstanding
constitute a quorum. Each share is entitled to one (1) vote.
Vote Required for Approval
The seven (7) nominees for director receiving a plurality of the votes
cast at the meeting in person or by proxy shall be elected. Abstentions and
broker non-votes are counted only for purposes of determining whether a quorum
is present at the meeting.
Solicitation of Proxies
The cost of soliciting proxies from stockholders will be borne by the
Company. The initial solicitation will be by mail. Thereafter, proxies may be
solicited by directors, officers and regular employees of the Company, by means
of telephone, telegraph or personal contact, but without additional compensation
therefor. The Company will reimburse brokers and other persons holding shares as
nominees for their reasonable expenses in sending proxy soliciting material to
the beneficial owners.
Annual Report
The 1997 Annual Report to stockholders of the Company, including
audited financial statements of the Company, is enclosed for the information of
the stockholders. The Annual Report and financial statements are not a part of
the proxy soliciting material.
Stockholder Proposals for the 1999 Annual Meeting
Any proposal of a stockholder to be presented for action at the Annual
Meeting of Stockholders to be held April 27, 1999, must be received at the
Company's principal executive offices no later than December 7, 1998, if it is
to be included in management's proxy statement.
7
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AMERICAN PUBLIC HOLDINGS, INC.
2305 Lakeland Drive, Jackson, Mississippi 39208
PROXY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoint(s) David A. New, Sr. and Paul H. Watson,
Jr., jointly and individually, as Proxies, each with the power to appoint his
substitute and hereby authorize(s) them to represent the undersigned, and to
vote upon all matters that may properly come before the meeting including the
matters described in the Proxy Statement furnished herewith, subject to any
directions indicated on the reverse side, with full power to vote, and to
cumulate votes on, all shares of Common Stock of American Public Holdings, Inc.
held of record by the undersigned on March 23, 1998, at the annual meeting of
stockholders to be held on April 28, 1998, or any adjournment(s) thereof.
IF NO DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE FOR EACH NOMINEE LISTED ON THE
REVERSE SIDE AND AT THE DISCRETION OF THE PERSONS NAMED ABOVE IN CONNECTION WITH
ANY OTHER BUSINESS PROPERLY COMING BEFORE THE MEETING.
1. ELECTION OF DIRECTORS FOR all WITHHOLD *EXCEPTIONS
nominees AUTHORITY
listed to vote
below. for all
nominees
listed
below.
The nominees for Director are: Warren I. Hammett, F. Harrell Josey, D.V.M.,
Frank K. Junkin, Jr., David A. New, Sr., David A. New, Jr., Jerry C. Stovall
and Paul H. Watson, Jr.
The Board of Directors recommends a vote "FOR" all nominees.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below).
*Exceptions:
Social Security Number
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If corporation or partnership, sign in full corporate or partnership
name by authorized person.
Signature:
Signature:
Votes must be indicated (x)in Black or Blue Ink.
Dated: , 1998
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
