SCHEDULE 14A INFORMATION
(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 toss.240.14a-11(c) orss.240.14a-12
<PAGE>
FOREVER ENTERPRISES, INC.
(f/k/a Lincoln Heritage Corporation)
(Name of Registrant as Specified in its Charter)
Not Applicable
(Name of Person Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[Forever Enterprises, Inc. Letterhead]
April 18, 2000
Dear Fellow Shareholders:
Our 2000 Annual Meeting of Shareholders will be held at the law offices
of Wittner, Poger, Spewak, Maylack and Spooner, P.C., 7700 Bonhomme Avenue,
Suite 400, St. Louis, Missouri 63105, at 10:00 a.m., local time, on Thursday,
May 18, 2000. The Notice of Annual Meeting of Shareholders, Proxy Statement and
proxy that accompany this letter outline fully matters on which action is
expected to be taken at our annual meeting.
We cordially invite you to attend the annual meeting. Even if you plan
to be present at the meeting, you are requested to date, sign and return the
enclosed proxy in the envelope provided so that your shares will be represented.
The mailing of an executed proxy will not affect your right to vote in person
should you later decide to attend the annual meeting.
Sincerely,
BRENT D. CASSITY
Chief Executive Officer
<PAGE>
FOREVER ENTERPRISES, INC.
10 South Brentwood
Suite 340
Clayton, Missouri 63105
(314) 726-3371
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, MAY 18, 2000
Approximate Date of Mailing to Security Holders: April 18, 2000
Dear Shareholder:
The Annual Meeting of Shareholders of Forever Enterprises, Inc.
(formerly known as Lincoln Heritage Corporation), a Texas corporation, will be
held at the law offices of Wittner, Poger, Spewak, Maylack and Spooner, P.C.,
7700 Bonhomme Avenue, Suite 400, St. Louis, Missouri 63105, on Thursday, May 18,
2000, at 10:00 a.m. local time, for the following purposes:
1. To elect two (2) members of our board of directors; and
2. To consider and act upon such other business as may properly
come before the meeting and any adjournment or postponement
thereof.
Our board of directors has fixed the close of business on April 14,
2000 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting and any adjournment or postponement thereof.
The accompanying Proxy Statement sets forth important information and
is deemed incorporated by reference herein.
By Order of the Board of Directors,
Howard A. Wittner
Secretary
April 18, 2000
Whether or not you expect to attend the meeting, please complete, date and sign
the enclosed proxy and mail it promptly in the enclosed envelope to assure
representation of your shares. No postage need be affixed if mailed in the
United States.
<PAGE>
FOREVER ENTERPRISES, INC.
10 South Brentwood
Suite 340
Clayton, Missouri 63105
(314) 726-3371
PROXY STATEMENT
For Annual Meeting of Shareholders to be
Held on Thursday, May 18, 2000
-----------------
GENERAL
This proxy statement is furnished to the shareholders of Forever
Enterprises, Inc. (formerly known as Lincoln Heritage Corporation), a Texas
corporation, in connection with the solicitation of proxies for use at our 2000
annual meeting of shareholders to be held at the law offices of Wittner, Poger,
Spewak, Maylack and Spooner, P.C., 7700 Bonhomme Avenue, Suite 400, St. Louis,
Missouri 63105, at 10:00 a.m. local time, on Thursday, May 18, 2000, and at any
adjournment or postponement of the annual meeting, for the purposes described in
the accompanying notice of annual meeting of shareholders.
Your proxy is being solicited by our board of directors. This proxy may
be revoked at any time by you before it is voted if you file a written notice of
revocation or a later-dated proxy with our corporate secretary at our principal
offices or by attending the annual meeting and voting the shares in person.
Attendance alone at the annual meeting will not of itself revoke a proxy.
Proxies that are properly executed, timely received and not revoked will be
voted in the manner you indicate on the proxy at the annual meeting or at any
adjournment or postponement of the annual meeting.
This proxy statement, the notice of annual meeting and the accompanying
proxy were first mailed to you on or about April 18, 2000. We will bear the
entire expense of soliciting proxies. Proxies will be solicited by mail
initially. Our directors, executive officers and employees also may solicit
proxies personally or by telephone or other means, but such persons will not be
specially compensated for such services. Certain holders of record, such as
brokers, custodians and nominees, are being requested to distribute proxy
materials to beneficial owners and will be reimbursed by us for their reasonable
expenses incurred in sending proxy materials to beneficial owners.
Only shareholders of record at the close of business on April 14, 2000
are entitled to notice of, and to vote at, the annual meeting. On such date
there were 6,933,259 shares of common stock, $.01 par value, issued and
outstanding. The holder of each outstanding share of common stock is entitled to
one vote on each matter to be acted upon at the annual meeting. Shares subject
to abstentions will be treated as shares that are present at the annual meeting
for purposes of determining the presence of a quorum and as voted for the
purposes of determining the base number of shares voted on any proposal. If a
broker or other nominee holder indicates on the proxy that it does not have
discretionary authority to vote the shares it holds of record on a proposal,
those shares will not be treated as present at the annual meeting for purposes
of determining the presence of a quorum and will not be considered as voted for
purposes of determining the approval of the shareholders on a particular
proposal.
Cumulative voting is not permitted in the election for directors. Each
duly-executed proxy in the form enclosed will be voted "FOR" all nominees listed
on such proxy, unless otherwise directed in the proxy. If you give us a proxy in
the form enclosed but withhold authority to vote for one or more of the nominees
listed on the proxy, the number of votes represented by your proxy will be voted
for each of the remaining nominees.
ITEM I. ELECTION OF DIRECTORS
Two individuals will be elected at the annual meeting to serve as Class
II directors for a term of three years. The two nominees receiving the greatest
number of votes at the annual meeting will be elected.
The persons named as proxies on the accompanying proxy intend to vote
all duly executed proxies received by the board of directors for the election of
Randall K. Sutton and John J. Gorman as Class II directors, except as otherwise
directed by the shareholder on the proxy. Messrs. Sutton and Gorman currently
are directors. If for any reason Mr. Sutton or Mr. Gorman becomes unavailable
for election, which is not now anticipated, the persons named in the
accompanying proxy will vote for such substitute nominee as is designated by the
board of directors.
The board of directors recommends a vote "FOR" the election of Randall
K. Sutton and John J. Gorman as Class II directors.
The name, age, principal occupation or position and other directorships
with respect to Messrs. Sutton and Gorman and the other directors whose terms of
office will continue after the annual meeting are described below.
Class II Nominees - To be Elected For a Term of
Three Years Expiring in 2003
Randall K. Sutton, 54, has served as a member of our board of directors
and a vice president of our company since 1996 and as our chief financial
officer since March 2000. Mr. Sutton also serves as a member of the board of
directors of Memorial Service Life Insurance Company and Lincoln Memorial Life
Insurance Company, each a subsidiary of our company. Mr. Sutton also currently
is the chief financial officer of National Prearranged Services, Inc., an
affiliate of our company. During his 18-year tenure with National Prearranged
Services, Mr. Sutton also has managed investments for several affiliated
companies.
John J. Gorman, 39, has served as a member of our board of directors
since August 1999. Mr. Gorman has served as the chairman of the board and chief
executive officer of Tejas Securities Group, Inc., an investment banking firm
located in Austin, Texas since July 1995, and served as its president from April
1995 to July 1997. Mr. Gorman also has served as the chairman and chief
executive officer of Westech Capital Corp., the parent company of Tejas
Securities Group, since August 1999.
Class III - To Continue in Office Until 2001
Brent D. Cassity, 33, has over ten years experience with the death care
memorialization industry. Mr. Cassity has been president and chief executive
officer of Forever Network, Inc. since 1991, supervising its cemetery and
internet divisions. In addition, prior to 1997, Mr. Cassity served as the
executive in charge of marketing operations for National Prearranged Services,
Inc. Mr. Cassity has served as a director of our company since 1996 and served
as chairman of our board of directors from September 1997 until March 2000. In
March 2000, Mr. Cassity was appointed our chief executive officer. Mr. Cassity
also serves as a member of the board of directors of each of Memorial Service
Life Insurance Company and Lincoln Memorial Life Insurance Company.
Howard A. Wittner, 63, became a director of our company in September
1997 and, in March 2000, Mr. Wittner was appointed chairman of our board of
directors and as corporate secretary. For more than the past five years, Mr.
Wittner has been a senior partner practicing corporate and business law through
his firm Wittner, Poger, Spewak, Maylack & Spooner, P.C., St. Louis, Missouri.
His professional memberships include the Bar Association of Metropolitan St.
Louis, The Association of Trial Attorneys and the Missouri Defense Lawyers
Association. Mr. Wittner has served as counsel for our company and its
affiliates for more than the past five years.
Class I - To Continue in Office Until 2002
Paul J. Gallant, 66, became a director in October 1998. Mr. Gallant has
served as president of PJG & Associates, a consulting firm specializing in
forensic accounting since September 1996. Prior thereto, Mr. Gallant was chief
operating officer of International Food Products Corporation in St. Louis,
Missouri from January 1993 to September 1996. Mr. Gallant is a member of the
American Institute of Certified Public Accountants and the Missouri Society of
Certified Public Accountants.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Substantially all of the life insurance policies issued by our
insurance company subsidiaries are issued to fund prearranged funeral contracts
that are sold by National Prearranged Services and National Prearranged Services
Agency, Inc. National Prearranged Services is an affiliated company that
collects all payments for prearranged funeral contracts and remits such amounts
to us either directly or through assumed reinsurance.
In connection with issuing insurance policies to fund prearranged
funeral contracts, except in Missouri, the individual owner of the policy
assigns the policy to National Prearranged Services and/or National Prearranged
Services Agency, Inc. National Prearranged Services and/or National Prearranged
Services Agency, Inc. then remit premiums to and receive policy benefits from
us. In the State of Missouri, a trust owns the policies, pays the premiums and
receives the benefits. An independent investment advisor to the trust directs
the monies in the trust as to the purchase of insurance policies. The policy
benefits ordinarily paid include death benefits, surrender benefits and policy
loans. We are not subject to significant credit risk on the policy loans, since
we make no policy loans that exceed the reserves held on the policy securing the
loan and we have the right to deduct the loan amount from the death benefit
payment or from the cash surrender value. During 1999, substantially all
premiums, death benefits and surrender benefits were received from or paid to
National Prearranged Services, National Prearranged Services Agency, Inc. or the
trust. At December 31, 1999, we had policyholder loans of $21,045,984 on
policies of which National Prearranged Services or the trust is the beneficiary.
Our insurance subsidiaries have a contract with National Prearranged
Services and National Prearranged Services Agency, Inc. that obligates us to pay
first-year and renewal commissions on policies written by National Prearranged
Services and National Prearranged Services Agency, Inc. Commissions totaled
$16,916,633 in the year ended December 31, 1999, substantially all of which were
paid to National Prearranged Services and National Prearranged Services Agency,
Inc.
Effective January 1, 1997, we entered into a cost sharing agreement
with National Prearranged Services which requires National Prearranged Services
to reimburse us on a monthly basis for a portion of certain general and
administrative costs paid for by us for the benefit of National Prearranged
Services. Costs reimbursed under the agreement were $2,684,761 for the year
ended December 31, 1999.
Amounts receivable from National Prearranged Services at December 31,
1999 were $2,233,043. Amounts payable to National Prearranged Services at
December 31, 1999 were $57,448.
We entered into an Exclusivity Agreement, dated April 1, 1998, with
National Prearranged Services and National Prearranged Services Agency, Inc.,
pursuant to which National Prearranged Services and National Prearranged
Services Agency, Inc. agreed to purchase insurance policies to fund their
prearranged funeral business exclusively from our insurance subsidiaries. We
agreed to pay, on a monthly basis, an amount equal to 2% of the face amount of
such insurance issued during the prior month. The agreement expires in April
2003.
We also participate in a retirement savings plan with National
Prearranged Services and other related parties.
The firm of Wittner, Poger, Spewak, Maylack & Spooner, P.C., of which
Mr. Howard A. Wittner is a member, provided legal services to us and our
subsidiaries during 1999. Such firm is continuing to provide legal services to
us and our subsidiaries during 2000.
Effective February 1, 1998, we purchased all of the assets of C.
Mitchell Co., Inc. for $145,000. In connection with the sale of the assets of
C. Mitchell Co., Clifton Mitchell, the president and the then chief executive
officer of the company, entered into a non-compete agreement with the company
for the sum of $60,000 payable in 15 equal installments beginning April 1, 1998.
Pursuant to this agreement, we paid Mr. Mitchell $20,000 and $40,000 during 1999
and 1998, respectively. C. Mitchell Co. was engaged in the business of
providing actuarial consulting services to the insurance industry. Mr.
Mitchell, the sole shareholder of C. Mitchell Co., was elected to our board of
directors and as executive vice president-actuarial in March 1998, and as our
president and chief executive officer in April 1999. Mr. Mitchell served in
such positions until March 2000.
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
During 1999, our board of directors met seven times, including
regularly scheduled and special meetings. During such year all of the directors
attended at least 75% of all meetings held by the board of directors and all
committees upon which they served.
Since November 1998, our board of directors has had a standing audit
committee and compensation committee.
Audit Committee. Paul J. Gallant, Howard A. Wittner and John J. Gorman
are members of the audit committee. The audit committee makes recommendations
concerning the engagement of independent public accountants, reviews with the
independent public accountants the scope and results of the audit engagement,
approves professional services provided by the independent public accountants,
reviews the independence of the independent public accountants, considers the
range of audit and non-audit fees and reviews the adequacy of our internal
accounting controls. The audit committee met two times during 1999.
Compensation Committee. The members of the compensation committee are
Paul J. Gallant and John J. Gorman. The compensation committee reviews and
recommends the salaries and other compensation of all of our directors and
executive officers. The compensation committee did not meet during 1999.
COMPENSATION OF DIRECTORS
Directors who are our employees do not receive any remuneration in
their capacity as directors. Non-employee directors receive $500 per meeting
attended and are reimbursed for related travel expenses in attending meetings.
<PAGE>
REPORT TO SHAREHOLDERS
REGARDING EXECUTIVE COMPENSATION
Our board of directors has issued the following report for the year
ended December 31, 1999.
Compensation Philosophy
For the year ended December 31, 1999, our board of directors approved
the policies for and structure and amount of compensation of our senior
officers, including the chief executive officer and chief financial officer. The
committee's goal is to establish compensation programs that will attract and
retain highly qualified executives and provide an incentive to such executives
to focus their efforts on our long-term strategic goals by aligning their
financial interests closely with your long-term interests.
A significant component of the executive officer compensation program
is cash remuneration in the form of base salaries and annual discretionary
bonuses. Bonuses are determined based upon the performance of the company and
the individual executive during the fiscal year. In evaluating performance,
financial, non-financial and long-term strategic objectives are considered. Base
salaries generally represent a large portion of the executive officers' total
cash compensation and the board believes such salaries are average relative to
comparably sized insurance holding companies. Bonuses make up a smaller portion
of the executive officers' total cash compensation. The board believes that
basing a portion of an executive officer's compensation on performance motivates
the executive to perform at the highest possible level.
As another component of the our executive officer compensation program,
the board may, based upon the consideration of the above factors, award
executive officers options to acquire shares of our common stock. The board
believes that stock options provide a highly efficient form of compensation from
both a cost and an accounting perspective, and that such awards provide an
incentive to achieve our longer-term strategic goals by aligning the long-term
financial interests of the executive officers with our shareholders. The board
also believes that significant levels of stock ownership and ownership potential
will assist us in retaining the services of the executive officers.
Determination of 1999 Executive Officer Compensation
The board met two times to determine annual bonuses and long-term
incentive compensation for the executive officers for 1999. In preparation for
these meetings, the board reviewed overall profitability, growth and financial
performance of the company, our subsidiaries and our various business lines. In
determining each executive officer's bonus, the board considered factors it had
identified to measure profitability and growth.
The board compared our financial performance during 1998 against the
objectives set by management and the board at the beginning of the year. Based
on this information, the board determined a compensation range that it believed
fairly reflected our overall and relative financial performance and was
reasonably competitive with other comparable companies in the burial insurance
industry. The board then reviewed the specific non-financial objectives
established for each executive officer by the board at the beginning of the year
and evaluated each executive officer's performance with respect to such
objectives.
Mr. Clifton Mitchell became our chief financial officer in March 1998
and our president and chief executive officer in April 1999 upon Mr. Nicholas M.
Powling's resignation. For 1999, Mr. Mitchell received a salary of $200,000,
and was awarded a bonus of $100,000, which is payable in 2000. Mr. Mitchell
served as our president, chief executive officer and chief financial officer and
a member of our board of directors until March 2000. Mr. Mitchell continues to
serve as president and chief financial officer of our insurance company
subsidiaries, Memorial Service Life Insurance Company and Lincoln Memorial Life
Insurance Company.
Mr. Powling became our chief executive officer and president in April
1996. In 1998, Mr. Powling received a salary of $200,000, and a bonus of $3,903
and options to purchase 23,750 shares of stock pursuant to our 1998 Long-Term
Incentive Plan. Effective April 9, 1999, Mr. Powling resigned from his positions
as chief executive officer and president and from his directorship. Upon his
resignation, Mr. Powling's stock options lapsed.
In March 2000, Mr. Brent D. Cassity was elected our chief executive
officer and Mr. J. Tyler Cassity was elected co-chief executive officer
(technology, research and development). For calendar year 2000, each of Messrs.
Brent D. and J. Tyler Cassity will receive a salary of $100,000 per annum and be
eligible to receive discretionary bonuses and incentive stock option grants
based upon individual and company performance.
Conclusion
Through the program described above, a significant portion of our
executives' compensation is linked directly to individual and corporate
performance, earnings per share and stock price appreciation. The board intends
to continue the policy of linking executive compensation to individual and
corporate performance and returns to shareholders, recognizing that the business
cycle from time to time may result in an imbalance for a particular period.
THE MEMBERS OF THE BOARD OF DIRECTORS
April 18, 2000 Brent D. Cassity
Paul J. Gallant
John J. Gorman
Randall K. Sutton
Howard A. Wittner
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The table below shows the compensation paid to Clifton Mitchell, our
president and chief executive officer as of December 31, 1999, and Nicholas M.
Powling, who served as our president and chief executive officer from April 1996
to April 1999. Mr. Mitchell was appointed our president and chief executive
officer in April 1999 and served in such capacity until March 2000. Mr.
Mitchell joined our company as executive vice president-actuarial in March 1998.
Mr. Mitchell and Mr. Powling were our only officers whose aggregate annual
salary and bonus exceeded $100,000 during 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation
Annual Compensation Securities
Other Restricted Underlying
Annual Stock Options/ All Other
Fiscal Salary Bonus Compensation Awards SARs Compensation
Name and Principal Position Year ($) ($) ($)(1) ($) (#) ($)
- --------------------------- ---- -------- ------ ------------- -------- --------- ------------
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Clifton Mitchell 1999 $200,000 $100,000(2) -- -- -- $ 1,650 (3)
Former President and 1998 183,333 62,500(4) 23,750/0 --
Chief Executive Officer 1997 -- -- -- -- -- --
Nicholas M. Powling 1999 58,333 -- -- -- -- 107,283 (5)
Former President and 1998 200,000 3,903 -- -- 23,750/0 --
Chief Executive Officer 1997 100,000 1,951 -- -- -- --
- -----------------
<FN>
(1) The above individuals received certain perquisites in 1999, 1998 and 1997, the amount of which did not exceed the lesser of
$50,000 or 10% of any such officer's salary and bonus.
(2) The bonus amount reported in 1999 was paid in 2000.
(3) Consists of matching contributions to our Section 401(k) plan.
(4) The bonus amount reported in 1998 was paid in 1999.
(5) Includes the following: $788 in matching contributions to our Section 401(k) plan; and $106,495 in payments made to or on
behalf of Mr. Powling pursuant to an agreement entered into by us and Mr. Powling upon Mr. Powling's termination of
employment.
</FN>
</TABLE>
Employment Contracts and Severance Arrangements
On April 8, 1999, we and Nicholas M. Powling, our former president,
entered into an agreement whereby we agreed to make certain payments to Mr.
Powling in exchange for the release by Mr. Powling of any claims that he may
have had against us, if any. Pursuant to such agreement, we made a $100,000
payment to Mr. Powling on April 8, 1999 and also made certain incidental
payments to or on behalf of Mr. Powling through October 1999, which payments
totaled approximately $6,500.
Aggregated Option/SAR Exercises in Last Year and Year-End Option/SAR Values
The table below contains information concerning the aggregate dollar
value realized upon exercise of options during 1999, the number of securities
underlying options outstanding at year-end 1999 and the value of options
outstanding at year-end 1999 having an exercise price lower than the market
price of our common stock held by the officers named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
Shares Value of Unexercised
Acquired On Value Options/SARs at In-the-Money Options/SARs
Exercise Realized Year-End (#) at Year-End ($) (1)
------------------------------ ---------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------- -------- ----------- ------------- ----------- -------------
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Clifton Mitchell -- -- 5,938 17,812 $8,165 $24,492
Nicholas M. Powling -- -- -- -- -- --
<FN>
(1) Based on our common stock closing price of $5.125 on the Pacific Exchange on
December 31, 1999.
</FN>
</TABLE>
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Security Ownership of Management
The following table sets forth certain information regarding the
beneficial ownership, as of April 14, 2000, of our outstanding common stock by:
(a) each person known by us to be a beneficial owner of more than 5% of our
outstanding shares of common stock; (b) each of our directors; (c) the executive
officers named in the Summary Compensation Table; and (d) all directors and
executive officers of the company as a group.
<TABLE>
<CAPTION>
Name and Address Number of Shares Percent
of Beneficial Owner Beneficially Owned (1) Owned
<S> <C> <C>
Howard A. Wittner (2)
7700 Bonhomme, Suite 400
Clayton, Missouri 63105................. 6,501,000 93.8%
Clifton Mitchell.......................... 5,937 (3) (4)
Brent D. Cassity (2) (5)
10 S. Brentwood, Suite 340
Clayton, Missouri 63105................. 5,937 (3) (4)
J. Tyler Cassity (5) ..................... -- (4)
Randall K. Sutton......................... 13,000 (6) (4)
Paul J. Gallant........................... 200 (4)
Paul J. Gorman............................ 60,300 (4)
All executive officers and directors
(7 persons)............................. 6,586,374 95.0%
- ----------------------
<FN>
(1) Except as otherwise indicated, each individual has sole voting and
investment power over the shares listed beside his name. The percentage
calculations for beneficial ownership are based upon 6,933,259 shares of
common stock that were issued and outstanding as of April 14, 2000, plus,
with respect to each individual and all directors and executive officers
as a group, the number of shares subject to options that are exercisable
currently or within 60 days of April 14, 2000.
(2) Of such shares, 6,500,00 are held of record by National Heritage
Enterprises, Inc., which is wholly owned by the RBT Trust II, dated
September 28, 1990, of which Mr. Wittner is the trustee and has sole
voting and investment power. Brent D. Cassity currently serves as
president of National Heritage. The remaining 1,000 shares reported are
held by the H&A Partnership, of which Mr. Wittner is a partner. Mr.
Wittner disclaims beneficial ownership of the 500 shares ascribed to his
partner.
(3) Represents shares subject to option exercisable currently or within 60
days after April 14, 2000.
(4) Less than one percent.
(5) Mr. Cassity is a one-third beneficiary of the RBT Trust II. Mr. Cassity
does not have voting or investment power with respect to such shares.
(6) Includes 5,000 shares subject to options currently or within 60 days
after April 14, 2000.
</FN>
</TABLE>
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on
our common stock during the period commencing November 2, 1998 and ending on
December 31, 1999 with the cumulative total return of the New York Stock
Exchange Composite Index, the Nasdaq Composite Index, the Nasdaq Insurance Index
and the Dow Jones Life Insurance Index (U.S.) during such period, assuming a
$100 investment on November 2, 1998. It should be noted that we have not paid
any dividends on our common stock, and no dividends are included in the
representation of our performance. We have included the New York Stock Exchange
Composite Index and the Dow Jones Life Insurance Index (U.S.) because we believe
these indexes are composed of companies that are more comparable to us.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
11/2/1998 12/31/98 12/31/99
<S> <C> <C> <C>
- --------------------------------------------------------------------------------
Forever Enterprises, Inc. $ 100.00 $ 66.67 $ 68.33
- --------------------------------------------------------------------------------
NYSE Composite Index 100.00 108.09 117.97
- --------------------------------------------------------------------------------
Nasdaq Composite Index 100.00 121.76 225.96
- --------------------------------------------------------------------------------
Nasdaq Insurance Index 100.00 110.48 116.59
- --------------------------------------------------------------------------------
Dow Jones Life Insurance Index (U.S.) 100.00 112.80 97.19
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires our directors, executive officers and persons who own more than ten
percent of our outstanding stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. To our knowledge, based
solely on our review of such reports furnished us and written representations
that no other reports were required, all Section 16(a) filing requirements
applicable to such persons were complied with during the year ended December 31,
1999.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as our independent public accountants for
the year ended December 31, 1999 and has been selected by our board of directors
to continue in such capacity during 2000. Representatives of Deloitte & Touche
are expected to be present at the annual meeting to address your questions, and
they will have the opportunity to make statements if they so desire.
On December 21, 1998, with the approval of the audit committee of our
board of directors, we approved the appointment of Deloitte & Touche as our
independent accountants to audit our consolidated financial statements as of
December 31, 1998, and for the year then ended. On December 21, 1998, we
dismissed the firm of Killman, Murrell & Company, P.C., our then independent
accountants. We effected the change in auditor because we determined that we
would benefit from the expertise and resources of a larger auditing firm.
The report of Killman, Murrell & Company on our financial statements as
of December 31, 1997 and 1996 and for the years then ended did not contain an
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles. Such financial statements
were the first financial statements prepared by us in accordance with generally
accepted accounting principles and Regulation S-X, and were necessitated by our
initial public offering. Prior thereto, our principal operating subsidiaries
prepared financial statements under statutory accounting principles required for
filings with state insurance administrators.
During the course of preparing our consolidated financial statements in
accordance with generally accepted accounting principles and clearing Securities
and Exchange Commission Staff accounting comments on the registration statement
filed by us in connection with our initial public offering, there were numerous
discussions between our management personnel and representatives of the Killman
firm regarding various issues, some of which were unique to our particular facts
and circumstances. Certain of these discussions led to material adjustments our
internally prepared statements. However, we do not believe that such discussions
included disagreements with Killman, Murrell & Company on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to the satisfaction of the Killman
firm would have caused the firm to make reference to the subject matter of such
disagreement in its reports during the year covered by such audited financial
statements or from the period January 1, 1998 to the date of their dismissal.
We have authorized Killman, Murrell & Company to fully respond to any
inquires of Deloitte & Touche concerning its audit. During the two-year period
ended December 31, 1997 and through the date of the appointment, Deloitte &
Touche did not provide any consultations to us regarding the application of
accounting principles to specific transactions the type opinion that they may
have rendered on the financial statements.
PROPOSALS OF SHAREHOLDERS
Under applicable regulations of the Securities and Exchange Commission,
all proposals you may want to be considered for inclusion in the proxy statement
for our 2001 annual meeting of shareholders must have been received at our
executive offices, c/o corporate secretary, 10 S. Brentwood, Suite 340, Clayton,
Missouri 63105, by no later than December 19, 2000. Our by-laws provide that
shareholder proposals, including nominations of directors, that do not appear in
the proxy statement may be considered at a meeting of shareholders only if
written notice of the proposal is received by our corporate secretary not less
than 60 days and not more than 90 days prior to the anniversary of the preceding
year's annual meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the shareholder must be delivered not earlier than
the 10th day prior to such annual meeting and not later than the 60th day prior
to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the company. Under our
by-laws, the date by which written notice of a proposal must have been received
by us to be considered at the 2000 annual meeting was March 21, 2000.
Any written notice of a shareholder proposal must include the following
information: (a) as to each person whom the shareholder proposes to nominate for
election or reelection as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made, (i) the name and
address of such shareholder, as they appear on our corporate books, and of such
beneficial owner, and (ii) the class and number of shares of our stock that are
owned beneficially and of record by such shareholder and such beneficial owner.
DISCRETIONARY VOTING
At our 2000 annual meeting, the individuals named in the proxy relating
to such meeting will exercise discretionary authority to vote on any matter
brought before the meeting with respect to which we were provided with notice
after December 30, 1999 and before March 30, 2000. In addition, we will include
in the proxy statement advice on the nature of the matter and how the
individuals named in the proxy relating to such meeting intend to exercise their
discretion to vote on each mater. Notwithstanding the above, the individuals
named in the proxy relating to such meeting will not exercise discretionary
authority over a matter if: (i) we received notice of such matter by March 30,
2000; (ii) by March 30, 2000, the proponent of such matter provided us with a
written statement that the proponent intends to deliver a proxy statement and
form of proxy to holders of at least the percentage of our voting shares
required under Texas law to carry the proposal; (iii) the proponent included the
same statement in its proxy materials filed under Rule 14a-6 of the Securities
Exchange Act of 1934, as amended; and (iv) immediately after soliciting the
percentage of shareholders required to carry the proposal, the proponent
provided us with a statement from any solicitor or other person with knowledge
that the necessary steps had been taken to deliver a proxy statement and form of
proxy to holders of at least the percentage of our voting shares required under
Texas law to carry the proposal.
ANNUAL REPORT
Our Annual Report on Form 10-K for the year ended December 31, 1999 has
been mailed simultaneously to our shareholders.
OTHER MATTERS
As of the date of this proxy statement, our board of directors does not
intend to present, nor has it been informed that other persons intend to
present, any matters for action at the annual meeting, other than those
specifically referred to herein. If, however, any other matters should properly
come before the annual meeting, it is the intention of the persons named on the
proxy to vote the shares represented thereby in accordance with their judgment
as to the best interest of our company on such matters.
By Order of the Board of Directors,
Howard A. Wittner
Secretary
April 18, 2000
<PAGE>
FOREVER ENTERPRISES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 2000
The undersigned hereby appoints Brent D. Cassity and Howard A. Wittner,
and each of them, with or without the other, proxies, with full power of
substitution to vote, as designated below, all shares of common stock, $0.01 par
value, of Forever Enterprises, Inc. (the "Company") that the undersigned
signatory hereof is entitled to vote at the 2000 Annual Meeting of Shareholders
of the Company to be held at the law offices of Wittner, Poger, Spewak, Maylack
and Spooner, P.C., 7700 Bonhomme Avenue, Suite 400, St. Louis, Missouri 63105,
on Thursday, May 18, 2000, at 10:00 a.m., and all adjournments or postponements
thereof, all in accordance with and as more fully described in the Notice and
accompanying Proxy Statement for such meeting, receipt of which is hereby
acknowledged.
1. ELECTION OF DIRECTORS
[ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY
CLASS II (three-year term)
Randall K. Sutton John J. Gorman
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournments
or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THE PROXY WILL BE
VOTED "FOR" THE NOMINEES LISTED IN PROPOSAL 1.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The Board of Directors recommends voting "For" the election of Randall K. Sutton
and John J. Gorman as directors set forth in Proposal No. 1 above.
DATED: ______________, 2000
_________________________________________________
Signature
_________________________________________________
Signature, if held jointly
Please sign exactly as name appears on this Proxy
Card. When shares are held by joint tenants, both
should sign. When signing as attorney-in-fact,
executor, administrator, personal representative,
trustee or guardian, please give full title as
such. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
[Forever Enterprises, Inc. Letterhead]
April 18, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Forever Enterprises, Inc. (Commission File No. 001-14067) - Definitive Proxy
Materials for Annual Meeting of Shareholders
Dear Sir or Madam:
On behalf of Forever Enterprises, Inc., a Texas corporation (the
"Company"), and pursuant to the requirements of Rule 14a-6(b), we are pleased to
electronically transmit the Company's definitive proxy soliciting materials,
including the Notice of Annual Meeting of Shareholders, the Proxy Statement and
the form of Proxy, to be used in connection with the 2000 Annual Meeting of
Shareholders of the Company to be held on May 18, 2000. No filing fees are
required with these proxy materials.
Copies of the definitive proxy materials are first being mailed or
delivered to the Company's shareholders on April 18, 2000.
Should you have any questions or comments, please contact the
undersigned at 314-719-2294.
Very truly yours,
FOREVER ENTERPRISES, INC.
By
Brent D. Cassity
DFM/dhr
Enclosures
cc: David R. Morris, Esq.
