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
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:
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[ ] Fee paid previously wiuh 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 HPLDINGS, INC.
============================================================
Notice of 1999
Annual Meeting
and
Proxy Statement
<PAGE>
TABLE OF CONTENTS
PAGE
----
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...............4
Executive Compensation................................................5
Director Compensation.................................................5
Report of the Board of Directors on Executive Compensation............5
Stockholder Return Performance Presentation...........................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 2000 Annual Meeting.....................7
<PAGE>
AMERICAN PUBLIC HOLDINGS, INC.
2305 LAKELAND DRIVE
JACKSON, MISSISSIPPI 39208
NOTICE OF ANNUAL STOCKHOLDERS' MEETING
TO BE HELD ON APRIL 27, 1999
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 27, 1999, at 9:00 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, 1999, 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
22, 1999, 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, 1999
Enclosures: 1. Proxy
2. Business Reply Envelope
3. Annual Report
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PROXY STATEMENT
American Public Holdings, Inc.
April 6, 1999
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 27, 1999, at 9:00 a.m., local time. Distribution of this
Proxy Statement and form of proxy is scheduled to begin on or about April 6,
1999.
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 1999 Annual Meeting, seven (7) directors will be elected to hold
office until the 2000 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. 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 72. 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 74. 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 48. 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 71. 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 42. Mr. New has been Director and President of
David New Operating Company, David New Oil Company and David New Drilling
Company and Director of 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.
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Jerry C. Stovall. Age 62. 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 60. 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 one Board meeting in 1998. No director attended less
than seventy-five percent (75%) of the Board meetings held in 1998. The Board of
Directors of the Company does not have an audit, compensation or nominating
committee.
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 Common Stock
New Family and 656,040(1)(2) 59.68%
Affiliated Interests
P. O. Box 1487
Natchez, MS 39121
- --------
(1) 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.
(2) Mr. New, Jr. owns 36,057 shares directly.
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Stock Ownership of Directoss and Officers
The following table sets forth information as of Mardh 15, 1999, 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 Common Stock
Warren I. Hammett 30,009 2.73%
F. Harrell Josey, D.V.M. 24,423 2.22%
Frank K. Junkin, Jr. 29,862 2.72%
David A. New, Sr. 619,983(1) 56.40%
David A. New, Jr. 364,833(1)(2) 33.19%
Jerry C. Stovall 0 0.00%
Paul H. Watson, Jr. 20,376 1.85%
15 Directors and Executive
Officers as a Group 760,920 69.22%
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, 1998 all Section 16(a)
filing requirements applicable to the Company's Reporting Persons were complied
with.
- --------
(1) 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.
(2) Mr. New, Jr. owns 36,057 shares directly.
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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
and the executive officers, other than Mr. Stovall, who had total compensation
in excess of $100,000 in 1:98.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------------- --------------------------------------
AWARDS PAYOUTS
------------------------ ---------
OTHER RESTRICTED SECURITIES
NAME & ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY($)(1) BONUS ($) COMPENSATION($) AWARD(S)($) OPTIONS(#) PAYOUTS($) COMPENSATION ($)(2)
- ----------------------- ----- ------------ --------- --------------- ----------- ----------- ---------- --------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jerry C. Stovall 1998 147,500(1) 28,359 0 0 0 0 0
President & Chief 1997 103,325(1) 0 0 0 0 0 0
Executive Officer 1996 20,000(2) 0 0 0 0 0 0
of the Company and
American Public Life
Frank Junkin, Jr. 1998 101,461(1) 30,656 0 0 0 0 0
Vice Chairman and 1997 79,203(1) 0 0 0 0 0 0
Secretary 1996 78,788(1) 0 0 0 0 0 0
<FN>
- ---------------
(1) Includes directors' fees.
(2) Mr. Stovall joined the Company on October 1, 1996.
</FN>
</TABLE>
The Company has agreed to pay Mr. Stovall $135,000 a year in salary,
plus an automobile allowance of $500 per month and standard benefits until March
1, 2002, even if Mr. Stovall resigns or is terminated.
Director Compensation
All directors of American Public Life received $750 for each monthly
meeting attended in 1998. This fee has been increased to $1,500 for each monthly
meeting attended in 1999. No additional compensation is paid for attendance at
the Company's 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. 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. Stovall's
compensation was based on the need to employ a successor to Johnny Williamson
who was retiring and was not based on the Company's 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. A bonus pool is 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 is allocated to executives involved in marketing based on premium
collections, and to other executives based on subjective factors. The first
bonus was determined based on Company performance in the period from October 1,
1997 through September 30, 1998. The payment of future bonuses will be at the
discretion of the Board of Directors and the bonus program may be canceled or
modified at any time.
5
<PAGE>
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.
Jerry C. Stovall
Stockholder Return Performance Presentation
The following graph compares the percentage change in the cumulative total
shareholder return on the Company's Common Stock against the cumulative total
return of the NASDAQ Stock Market (US) Index and the NASDAQ Insurance Index from
March 31, 1998, through December 31, 1998. The graph assumes reinvestment of
dividends, where applicable.
Comparison of Cumulative Total Return among
the Company, NASDAQ US Index and NASDAQ Insurance Index (1)
3/31/98 6/30/98 9/30/98 12/31/98
------- ------- ------- --------
Company(2) $100.00 $98.31 $91.53 $81.36
NASDAQ $100.00 $102.90 $93.16 $120.15
US Index
NASDAQ $100.00 $93.06 $79.40 $86.83
Insurance
Index
(1) Assumes $100 invested on 3/31/98.
(2) Because the Company's stock is thinly traded, there is no market data
available for the Company on 3/31/98, 6/30/98, 9/30/98 or 12/31/98. The
data reflected is the closing price on 3/19/98, 6/24/98, 9/10/98 and
12/23/98 respectively.
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.
6
<PAGE>
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 22, 1999, 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 1,099,287 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 1998 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 2000 Annual Meeting
Any proposal of a stockholder to be presented for action at the Annual
Meeting of Stockholders to be held April 25, 2000, must be received at the
Company's principal executive offices no later than December 8, 1999, if it is
to be included in management's proxy statement.
7
<PAGE>
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 22, 1999, at the annual meeting of
stockholders to be held on April 27, 1999, or any adjournment(s) thereof. IF NO
DIRECTIONS ARE GIVEN, THE PROXIES WILL VOTE FOR EACH NOMINEE LISTED BELOW 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 by an (x) in Black or Blue Ink.
Dated:__________________________, 1999
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
