<PAGE> 1
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SCHEDULE 14A
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 under
Section 240.14a-12
NATIONAL INSTITUTE COMPANIES OF AMERICA, INC.
--------------------------------------------------------------------------------
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
[ X ] No fee required
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] 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:
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(4) Date Filed:
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NATIONAL INSTITUTE COMPANIES OF AMERICA, INC.
55 SOUTH MAIN STREET
2ND FLOOR
WASHINGTON, PA 15301
November 20, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholder of
National Institute Companies of America, Inc. (the "Annual Meeting") to be held
on Tuesday, December 12, 2000, at 9:00 a.m., local time, at the Hilton Towers,
600 Commonwealth Place, Gateway Center, Pittsburgh, Pennsylvania, for the
purpose of considering and acting on the following:
The Annual Meeting has been called for the purpose of (i) electing seven
(7) directors for a term of one year, and (ii) considering and voting upon such
other business as may properly come before the Annual Meeting or any
adjournments or postponements thereof.
The Board of Directors has fixed the close of business on October 12, 2000
as the record date for determining stockholders entitled to notice of, and to
vote at, the Annual meeting and any adjournments or postponements thereof.
The Board of Directors of the Company recommends that you vote "FOR" the
election of the nominees of the Board of Directors of the Company
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE,
DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE ANNUAL
MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY
RETURNED YOUR PROXY CARD.
Sincerely,
Kevin P. Maloney
President, Chief Executive Officer
and Secretary
<PAGE> 3
NATIONAL INSTITUTE COMPANIES OF AMERICA, INC.
55 SOUTH MAIN STREET
2ND FLOOR
WASHINGTON, PA 15301
(724) 222-6656
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, DECEMBER 12, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of National
Institute Companies, Inc. (the "Company") will be held on Tuesday, December 12,
2000, at 9:00 a.m., local time, at the Hilton Towers, 600 Commonwealth Place,
Gateway Center, Pittsburgh, Pennsylvania (the "Annual Meeting"), for the purpose
of considering and voting upon:
1. The election of seven (7) directors for a one-year term; and
2. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on October 12, 2000
as the record date for determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournments or postponements thereof.
Only holders of Common Stock of record at the close of business on that date
will be entitled to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof.
In the event there are not sufficient shares to be voted in favor of any of
the foregoing proposals at the time of the Annual Meeting, the Annual Meeting
may be adjourned in order to permit further solicitation of proxies.
By Order of the Board of Directors
James F. Carr
Executive Vice President and
Chief Operating Officer
Washington, Pennsylvania
November 20, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE> 4
NATIONAL INSTITUTE COMPANIES OF AMERICA, INC.
55 SOUTH MAIN STREET
2ND FLOOR
WASHINGTON, PA 15301
(724) 222-6656
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, DECEMBER 12, 2000
GENERAL
The Proxy Statement is furnished in connection with the solicitation by and
on behalf of the Board of Directors of National Institute Companies of America,
Inc. (the "Company"), for use at the 2000 Annual Meeting of Stockholders of the
Company to be held at the Hilton Towers in Pittsburgh, Pennsylvania, and any
adjournments or postponements thereof (the "Annual Meeting").
At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon the following matters:
1. The election of seven (7) Directors for a one-year term, such term to
continue until the annual meeting of stockholders in 2001 and until such
Directors' successors are duly elected and qualified; and
2. Such other business as may properly come before the meeting and any
adjournments or postponements thereof.
The Notice of Annual Meeting, Proxy Statement and Proxy Card are first
being mailed to stockholders of the Company on or about November 20, 2000 in
connection with the solicitation of proxies for the Annual Meeting. The Board of
Directors has fixed the close of business on October 12, 2000 as the record date
for the determination of stockholders entitled to notice of, and to vote at, the
Annual Meeting (the "Record Date"). Only the holders of record of the Company's
common stock, par value $.001 per share (the "Common Stock"), a the close of
business on the Record Date will be entitled to notice of, and to vote at, the
Annual Meeting. As of the Record Date, there were approximately 92,929,194
shares of Common Stock outstanding and entitled to vote at the Annual Meeting
and approximately 1,331 stockholders of record. Each holder of a share of Common
Stock outstanding as of the close of business on the Record Date will be
entitled to one vote for each share held of record with respect to each matter
submitted at the Annual Meeting. There are no other voting securities of the
Company.
The presence, in person or by proxy, of a majority of the total number of
outstanding shares of Common Stock is necessary to constitute a quorum for the
transaction of business at the Annual Meeting. Shares that reflect abstentions
or "broker non-votes" (i.e. shares represented at the meeting held by brokers or
nominees as to which instructions have not been received from the beneficial
owners or persons entitled to vote such shares and with respect to which the
broker or nominee does not have discretionary voting power to vote such shares)
will be counted for purposes of determining whether a quorum is present for the
transaction of business at the meeting.
The affirmative vote of holders of a plurality of the votes cast by holders
of shares of Common Stock present and represented by proxy and entitled to vote
on the matter is required for the election of the Directors. Abstentions and
broker non-votes will not be counted as voting with respect to the election of
the Directors and, therefore, will not have an effect on the election of the
Directors.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, DATE, SIGN AND
RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. COMMON STOCK
REPRESENTED BY PROPERLY EXECUTED PROXIES RECEIVED BY THE COMPANY AND NOT REVOKED
WILL BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE INSTRUCTIONS
CONTAINED THEREIN. IF INSTRUCTIONS ARE NOT GIVEN THEREIN, PROPERLY EXECUTED
PROXIES WILL BE VOTED "FOR" THE ELECTION FOR THE NOMINEES FOR DIRECTORS LISTED
IN THIS PROXY STATEMENT. IT IS NOT ANTICIPATED THAT ANY MATTERS
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OTHER THAN THE ELECTION OF THE DIRECTORS WILL BE PRESENTED AT THE ANNUAL
MEETING. IF OTHER MATTERS ARE PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE
WITH THE DIRECTION OF THE PROXY HOLDERS.
Any properly completed proxy may be revoked at any time before it is voted
on any matter (without, however, affecting any vote taken prior to such
revocation) by giving written notice of such revocation to the Secretary of the
Company, or by signing and duly delivering a proxy bearing a later date, or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not, by itself, revoke a proxy.
The Company's financial data will be delivered as soon as clearance is
obtained. All pertinent financial information is in the Form 10. The Form 10 is
not a part of the proxy solicitation material.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Company will be set up to consist of seven
(7) members. Directors will serve for one-year terms with Directors being
elected by the Company's stockholders at each Annual Meeting. At the Annual
Meeting, seven (7) Directors will be elected to serve until the Annual Meeting
of stockholders in 2001 and until such Directors' successors are duly elected
and qualified. The Board of Directors has nominated the following persons, (1)
Paul C. Apostolou; (2) James F. Carr; (3) Gregory C. Dutcher; (4) Kevin P.
Maloney; (5) Dennis C. Rushovich; (6) Thomas J. Santone; and (7) Hilliard A.
Zola to stand for election as Directors. Unless otherwise specified in the
proxy, it is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election of the above listed
individuals as Directors. Proxies cannot be voted for a greater number of
persons than the number of nominees named. The nominees have agreed to stand for
election and to serve, if elected, as Directors. However, if the persons
nominated by the Board of Directors fail to stand for election or is unable to
accept election, the proxies will be voted for the election of such other person
or persons as the Board of directors may recommend.
VOTE REQUIRED FOR APPROVAL
A quorum being present, the affirmative vote holders of a plurality of the
votes cast by holders of shares of Common Stock present or represented by proxy
and entitled to vote on the matter is required for the election of the nominees
as Directors of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF
THE NOMINEES OF THE BOARD OF DIRECTORS AS DIRECTORS OF THE COMPANY.
INFORMATION REGARDING DIRECTORS
The Board of Directors of the Company will establish four committees: The
Audit Committee; The Compensation Committee; The Executive Committee; and The
Directors & Corporate Governance Committee, to devote attention to specific
subjects which will assist the Board in the discharge of its responsibilities.
The functions of each committee, the proposed members and the number of meetings
to be held during the 2001 fiscal year are described below.
The Audit committee will consist of Dennis Rushovich (Chairman) and
Hilliard Zola, each of whom is an outside director. This committee will meet two
times during the 2001 fiscal year. The Audit Committee's functions include:
recommending the selection of the independent auditors; conferring with the
independent auditors; reviewing the scope and fees of the annual audit;
approving the nature and scope of the audit services performed by the
independent auditors; reviewing the results of the annual audit; reviewing the
Company's annual report to stockholders and annual filings with the Securities &
Exchange Commission; and reviewing the adequacy of the Company's internal audit
functions, as well as the accounting and financial controls and procedures.
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<PAGE> 6
The Compensation Committee, will consist of Paul Apostolou, Dennis
Rushovich, and Hilliard Zola, each of whom is an outside directors. This
committee will hold three meetings during the 2001 fiscal year. The Compensation
Committee's functions include: evaluating the performance of the Chief Executive
Officer; reviewing his evaluation of the other officers' performance;
recommending compensation arrangements for all officers of the Company including
salaries, bonuses and other supplemental compensation programs; administering
the Company's Stock Incentive Plan; and reviewing all other officer-related
benefit plans.
The Executive Committee will consist of Kevin P. Maloney, and James F.
Carr, who are inside directors and Hilliard Zola, Thomas Santone, and Dennis
Rushovich, who are outside directors. This committee will hold a minimum of
twelve (12) meetings during the 2001 fiscal year and more as may be required.
The Executive Committee's functions include: evaluating the performance of
day-to-day activities of the executive officers of each subsidiary; as well as,
identifying, reviewing and structuring joint ventures, mergers and acquisitions.
This will include evaluating the executive officer's performance; recommending
financial arrangements, compensation, and structure for all officers of the
company and potential joint ventures, mergers, and acquisitions; including
salaries, bonuses, and other supplemental compensation programs, stock incentive
plans, pre- and post- merger compensation, officer-related benefit plans, and
all other contingency price formulas and financial arrangements.
The Directors and Corporate Governance Committee will consist of Paul
Apostolou, Gregory Dutcher and Thomas Santone, each of whom is an outside
director. This committee will hold three meetings during fiscal year 2001. The
Directors and Corporate Governance Committee will be responsible for identifying
and recommending to the Board appropriate areas of expertise to be represented
on the Board; identifying qualified candidates to fill Board positions;
reviewing and recommending the state of Directors to be submitted for election
by the stockholders at each annual meeting; reviewing any such stockholder
nominations of Directors to determine whether they comply with substantive and
procedural requirements; recommending to the Board the staffing of committees;
reviewing the scope of each committees' responsibilities; reviewing stockholder
proposals for inclusion in the Company's proxy materials and determining whether
they comply with substantive and procedural requirements; recommending to the
Board appropriate levels of Director compensation and Director compensation
programs; reviewing and advising the Board regarding management succession
plans; and evaluating the performance of current Directors.
Non-Employee Directors will receive compensation for their services as
Directors. Each such Director will be receiving 250,000 shares of company stock.
Set forth below is certain information including the principal occupation
and business experience for at least the last five years for each of the
individuals nominated as Directors of the Company:
PAUL C. APOSTOLOU, AGE 58, PRESIDENT
APOSTOLOU ASSOCIATES, INC.
- Received a Bachelor of Architecture at the University of Notre Dame
- Member of the American Institute of Architects, Pennsylvania Society of
Architects, Pittsburgh Chapter American Institute Architects, Notre Dame Club
of Pittsburgh, Duquesne Club, St. Clair Country Club, Sierra Club of
Pittsburgh
- Chairman of the Board for St. Francis Medical Center, Pittsburgh,
Pennsylvania.
- Board Member for St. Francis Health Systems, Pittsburgh Pennsylvania; Go 4
Service, Danbury, Connecticut; Lyman Savings & Loan, Pittsburgh, Pennsylvania
- Advisory Committee for Notre Dame Club of Pittsburgh
- Past President of the Sierra Club of Pittsburgh, Pennsylvania
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JAMES F. CARR, AGE 54, EXECUTIVE VICE PRESIDENT & CHIEF OPERATING OFFICER
NATIONAL INSTITUTE COMPANIES OF AMERICA, INC.
- Received his Bachelor of Science and Master of Business Administration from
Hamilton University.
- Over 25 years of managerial and executive experience
- Former President and CEO of Mortgage Bankers Service Corporation
- Served as the interim Chairman for the holding company, Mortgage Bankers
Holding Corp.
- Senior Vice President and Corporate Sales Manager of PNC Mortgage Company
where he achieved a top twenty national ranking in Retail Mortgage Performance
- Regional Vice President, Ryan Financial Services (RFS), a subsidiary of Ryan
Homes
- During his 15 years at RFS, received Branch of the Year Awards 6 times and
Region of the Year Award
- His region exceeded annual profit budget by 22% in 1988, 29% in 1989 and 36%
in 1990
- He opened seven new offices in two years. All were profitable within the first
year of operation and two exceeded their budgeted income.
- Featured speaker at the National Association of Homebuilders conference in
Washington; D. C.
- Member of the Homebuilders Ad Hoc Policy Group. The Group was a national trade
association comprised of the nations largest single - family homebuilders and
mortgage banking companies.
- Licensed Real Estate Representative.
GREGORY C. DUTCHER, AGE 42, MANAGING DIRECTOR
OXFORD INTERNATIONAL, INC.
- A successful investment banker and Managing Director of a boutique private
investment-banking firm with offices in Maryland, New York, South Carolina and
Pennsylvania.
- The founder of United Leasing of America, a company that, under his direction,
grew from less than $1,000,000 a month funding to over $500,000,000 annually
and was listed #168 on the INC 500 of Fastest Growing Companies in 1986.
- Served as a Narcotics Investigator for five years -- was named Investigator of
the Year in 1983 and was decorated for dedication and bravery.
- Regional Manager for Citibank, F.S.B. (1990) and was awarded for production,
dedication and ethical standards on several occasions.
- Served as a "trouble shooter" for the mid-Atlantic Mortgage Region for
Citibank for nearly four years at which time he and two others formed what is
now known as Oxford International, Inc.
- Co-owner of Dove Healthcare, a small manager of nursing homes in the states of
Wisconsin and Florida
- Currently serves on serves on several small, public (NASDAQ) and private
boards.
- Experience is varied in raising capital in the following fields: Healthcare;
Small Energy Technology Companies; Retail and Distribution Companies; Hotel
funding; P.S.C. and Wireless Communications; Surgicenters; Private Stock
Transactions.
- Facilitator to small and emerging growth companies, as well as, international
and domestic large residential funding projects.
- Active in several local charities that involve children
- Member of the Private Investor's Network
- Was named in 1997's "Who's Who" of Outstanding Corporate Executives.
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KEVIN P. MALONEY, AGE 42, PRESIDENT, CHIEF EXECUTIVE OFFICER AND SECRETARY
NATIONAL INSTITUTE COMPANIES OF AMERICA
- Bachelors degree from the University of Pittsburgh with Advance Studies from
the Wharton School of the University of Pennsylvania, Aresty Institute of
Executive Education and The London School of Economics.
- The Senior Managing Director/Founder of Asset Protection Trust Company, Inc.
one of the leading marketing companies in the United States of foreign situs
trust and founder of Insurance Marketing Group, L.L.C.
- Investment Banker for Spencer Trask Securities, Inc. While at Spencer Trask
his responsibilities included leverage buyouts, mergers and acquisitions and
restructuring of both public and private companies.
- Registered Merchant Banker under the General Obligation Law of Switzerland and
the United Kingdom. He worked throughout the European community and the Middle
East and through significant contacts in the European banking community he
developed offers to his clients in excess of one billion dollars.
- Structured one of eight licensed currency exchange houses in the United Arab
Emirates.
- Was chosen by the Federal Islamic Republic of Comoros, among others, to
develop their credit worthiness in the Western Capital Markets, as well as,
lead the efforts to restore the infrastructure to the country with regards to
utilities, medical care, education, public housing, the fishing industry and
tourism.
- Investment Banker with Balis and Zorn Securities, Inc., an asset management
Company where he marketed asset management services and products, as well as
analyzed and formed strategies for the acquisitions of public and private
companies for high net worth, high profile clients.
- Nutmeg Securities, Inc., where he trained and specialized in initial public
offerings.
- Senior Advisor and Negotiator in the purchase/sale of an existing National
Football League and Major League Baseball franchise.
- Began his career in his family's business for which he remains a financial
advisor.
DENNIS C. RUSHOVICH, AGE 49, PRESIDENT AND CEO
STRATEGIC FINANCIAL SOLUTIONS
- Former Chief Financial Officer and Chief Operating Officer of Independent
Financial Marketing Group. Independent Financial is one of the largest third
party marketer of annuities and mutual funds through financial institutions,
with sales of proceeds in excess of $2.2 billion in 1997.
- Previously served as Chief Financial Officer of the marketing division of Sage
Holdings, a large mutual fund and insurance group based in South Africa.
- In 1985, was sent to the United States to assist in the development of a
financial planning firm (Independent Financial Services) for Sage.
- In 1989, with other senior executives of Independent Financial formed
Independent Financial Marketing Group, a third party marketing company.
- In 1990, was instrumental in negotiating the buy-out of the South African
parent.
- From 1989 to 1996 the company expanded to be one of the largest marketers of
annuities and mutual funds to banks.
- In 1996, Independent Financial was sold to Liberty Financial Companies.
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THOMAS J. SANTONE, AGE 47, FOUNDER, CHAIRMAN & CHIEF EXECUTIVE OFFICER
PRIMESOLUTIONS GROUP, L.L.C.
- Attended and received C.F.P. from College for Financial Planning, 1984
- Received Bachelor of Arts from Cornell University, 1973
- Received Juris Doctrate from Duquesne University, 1978
- Editor, Duquesne Law Revenue
- Received L.L.M. in Taxation from Georgetown University, 1981
- Founder of PrimeSolutions Group, a diversified financial services organization
providing capital markets, asset management and risk management services to an
institutional, corporate and private client market.
- Practiced law in the areas of corporate tax and financial transactions, estate
planning and compensation planning.
- Partner Titus & McConomy, 1985-1997
- Partner McCarthy & Santone, 1981-1985
- Represented international financial institutions, regional banks and
mid-market businesses in many aspects of corporate and financial transactions
- Trust Officer, Pittsburgh National Bank, 1978-1980
- Admitted to practice before
- The U.S. Court of Appeals for the Third Circuit
- U.S. District Court for the Western District of Pennsylvania
- The U.S. Tax Court
- Has been published in "Benefits Quarterly" and "Journal of Compensation and
Benefits"
HILLIARD A. ZOLA, AGE 62, PRESIDENT
DIERMAN, WORTLEY & ZOLA, INC.
- The firm of Dierman, Wortley & Zola, Inc. provides counsel on financial
strategies as well as representing public and private clients in the housing,
housing finance, telecom and health care sector, here and abroad. In addition
the firm has advised numerous foreign governments and ministries on a broad
range of issues.
- Co-Managing Partner of Denman & Partners an international trade-consulting
firm with offices in Brussels and Washington, D. C.
- Founded the International Consulting Group, Ltd. (ICG), a Washington based
firm which provided risk assessment and business consulting services to a wide
variety of domestic and international companies.
- Practiced law in Washington serving as Counsel to several of the city's
premier law firms.
- Legal Adviser for the Economic Development Administration of the U. S.
Department of Commerce and as a Special Assistant to the U. S. Secretary of
Transportation for Policy Development & International Affairs.
- In 1974, was appointed by President Gerald Ford to serve as Vice President of
Insurance of the Overseas Private Investment Corporation (OPIC), a U. S.
Government corporation.
- Vice President of Alexander & Alexander, Inc., one of the nation's largest
insurance brokers where his principal efforts were devoted to political risk
analysis and various risk transfer mechanisms for major multinational
corporations and financial institutions.
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- Appeared frequently as a speaker and lecturer on the subject of political risk
considerations and investment strategy, including at the International
Conference on Construction in the Middle East, hosted by the Financial Times
of London.
- Addressed the Ministry of Public Works of Bahrain and the United States - Arab
Chamber of Commerce on the topic of U.S. participation in Arab infrastructure
projects and at the Fletcher School of Law and Diplomacy
- Founded the Homebuilder Ad Hoc Policy Group in 1981 and served as it's
Executive Director through 1990. The Group was a national trade association
comprised of the nation's largest single-family homebuilders and mortgage
banking companies.
- Founded the Political Action Committee, Housing for America and was it's
Executive Director from 1981 through 1989.
- Served as Counsel to the first Post-Communist Ambassador of Hungary, Hon.
Peter Zwack and founded the Friends of Hungary Foundation, a tax exempt
non-profit institute promoting U.S./Hungarian relations.
There are no family relationships among any of the above-named nominees for
director.
Director nominations, other than those by or at the direction of the Board,
may be made pursuant to written notice received by the Secretary of the Company
at the principal executive offices of the Company no later than ninety days
prior to the Anniversary date of the previous year's annual meeting. Such notice
must be accompanied by written statements signed by each person so nominated
setting forth all information in respect of such person had been nominated by
the Board of Directors and stating that such person consents to such nomination
and consents to serve as director of the Company if elected.
EXECUTIVE COMPENSATION
The Compensation Committee, which is composed entirely of non-employee
directors, reviews executive compensation levels annually and recommends for
Board consideration annual compensation package for each executive officer
comprised of base salary and target bonuses pursuant to an incentive bonus plan.
The target bonuses are awarded on the basis of individual performance objectives
and the Company's achieving targeted levels of earnings per share and other
performance objectives. The Committee also determines annually for each
executive officer appropriate levels of stock options or other stock-based
awards under the Company's Stock incentive Plan. In granting stock options, the
Committee considers the estimated expected value of such awards based on the
Black-Scholes option valuation method. The Committee believes the stock-based
awards provide incentives for executive management to promote intermediate-term
and long-term stockholder value.
The Committee also evaluates compensation levels for comparable positions
reflected in survey data provided by the Committee's independent compensation
consultant. The consultant seeks to compile survey data drawn from a broad group
of financial institutions of generally comparable revenue size, with roughly
comparable officer positions and responsibilities. In considering all of these
factors, the Committee seeks to set base salaries generally equivalent to median
levels reflected in the survey data. In setting performance-based compensation,
the committee seeks to provide Company executives with the opportunity to earn
total compensation generally at or exceeding the comparable levels reflected in
the survey data. As a secondary comparative measure the Committee examines
compensation practices of a selected group of financial institutions. However,
the Committee believes that the market for skilled senior management is not
limited to financial institutions and that a broad industry comparison offers a
better basis for establishing annual compensation packages than comparison to
executives paid by firms included in either the selected group of financial
institutions examined by the Committee.
Certain executive officers are paid stock in lieu of cash for services
rendered. Those person(s) are: Kevin P. Maloney, President and Chief Executive
Officer; and James F. Carr, Executive Vice President and Chief Operating
Officer.
Executive officers mentioned above do not receive a salary.
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SUMMARY OF COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME, AGE AND
PRINCIPAL POSITION YEAR SALARY PREVIOUS POSITION
------------------ ---- --------- --------------------------------
<S> <C> <C> <C>
Kevin P. Maloney, 42 1998 See above President and CEO of
President and Asset Protection Trust Company
Chief Executive Officer
James F. Carr, 54 1996 See above National Sales Manager of
Executive Vice President PNC Mortgage Company
and Chief Operating Officer
</TABLE>
COMPARE CUMULATIVE TOTAL RETURN
AMONG NATIONAL INSTITUTE COMPANIES OF AMERICA,
NASDAQ MARKET INDEX AND SIC CODE INDEX
[CHART]
ASSUMES $100 INVESTED ON JAN. 01, 1998
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1998
VOTING INSTRUCTIONS
The matters set forth in the Notice Annual Meeting will be voted upon in
the order in which they are listed in the Notice. The proxy form accompanying
this Proxy Statement provides boxes by means of which stockholders executing the
proxy forms may vote for or withhold a vote on the election of all or any of
Board of Director's nominees for election as directors. Each of the nominees has
consented to serve as a director and the board of Directors has no reason to
believe that any of the nominees will not be available to serve if elected.
Should any of the nominees cease to be available for election before the Annual
Meeting, the proxy will unless authority to vote has been withheld by the person
giving the proxy, be voted for a substitute nominee designated by the board of
Directors. A majority of the shares entitled to vote and either present in
person or represented by proxy will constitute a quorum for the transaction of
business at the Annual Meeting. Directors are elected by a plurality and the
nominees who receive the most votes will be elected.
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<PAGE> 12
EXPENSES OF SOLICITATION
All expenses in connection with the solicitation of proxies will be borne
by the Company. In addition to soliciting proxies by mail, the officers,
directors, or other employees of the Company, as yet undesignated, and without
compensation other than their regular compensation, may solicit proxies in
person or by other appropriate means if authorized and if deemed advisable. The
Company has also engaged the proxy-soliciting firm of Beacon Hill Partners, Inc.
for a fee not to exceed $8,500 plus out-of-pocket expenses.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals intended to be presented at the Company's 2001 annual
meeting of stockholders must be received by the Company on or before September
13, 2001 in order to be considered for inclusion in the Company's proxy
statement and form of proxy for that meeting. These proposals must also comply
with the rules of the Securities and Exchange Commission governing the form and
content of proposals in order to be included in the Company's proxy statement
and form of proxy and should be mailed to: Secretary, National Institute
Companies of America, Inc., 55 South Main Street 2nd Floor, Washington, PA
15301.
The Company's By-Laws provide that any stockholder wishing to have a
stockholder proposal that is not included in the Company's proxy statement
considered at the annual meeting must provide written notice of such proposal
and appropriate supporting documentation, as set forth in the By-laws, to the
Company's Secretary at its principal executive office no later than 90 days
prior to the first anniversary of the date of the preceding year's annual
meeting. In the event, however, that the annual meeting is scheduled to be held
more than 30 days before such anniversary date or more than 60 days after such
anniversary date, notice must be so delivered not later than (i) the 15th day
after the date of public disclosure of the date of such meeting or (ii) the 75th
day prior to the scheduled date of such meeting. Proxies solicited by the Board
of Directors will confer discretionary voting authority on the proxy holders
with respect to these proposals, subject to rules of the Securities and Exchange
Commission governing the exercise of this authority.
INDEPENDENT ACCOUNTANTS
The Company has selected Stokes Kelly & Hinds, LLC as the independent
public accountants for the Company for fiscal year ending December 31, 2000. The
firm of Stokes Kelly & Hinds, LLC, or a predecessor thereof, has served as the
Company's independent public accountants since 1996. A representative of Stokes
Kelly & Hinds, LLC will be present at the Annual Meeting and will be given the
opportunity to make a statement if he or she so desires. The representative will
be available to respond to appropriate questions.
OTHER MATTERS
The Board of Directors of the Company knows of no other matter that is to
be presented for action at the Annual Meeting. If other matters present
themselves they will be addressed accordingly at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
10
<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C>
FOR WITHHELD
FOR ALL
1. Election of Directors - Nominees --- ------- 2. To transact such other business as
may properly come before the meeting
01. Paul C. Apostolou 05. Dennis C. Rushovich and any adjournment thereof.
02. James F. Carr 06. Thomas Santone
03. Gregory C. Dutcher 07. Hilliard Zola
04. Kevin P. Maloney
WITHHELD FOR: (Write that nominee's name in the space provided below.)
-----------------------------------------------
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* * * IF YOU WISH TO VOTE BY TELEPHONE, PLEASE READ THE INSTRUCTIONS BELOW * * *
--------------------------------------------------------------------------------
Date
--------------------------------------------------------
-------------------------------------------------------------
Signature
-------------------------------------------------------------
Signature, If Jointly Held
NOTE: Please sign as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such.
</TABLE>
/\ FOLD AND DETACH HERE /\
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VOTE BY TELEPHONE
QUICK *** EASY *** IMMEDIATE
--------------------------------------------------
YOUR VOTE IS IMPORTANT! YOU CAN VOTE ONE OF TWO WAYS
1. TO VOTE BY PHONE: Call toll-free 1-800-840-1208 on a touch-tone telephone 24
HOURS A DAY - 7 DAYS A WEEK.
THERE IS NO CHARGE TO YOU FOR THIS CALL. HAVE YOUR PROXY CARD IN HAND.
You will be asked to enter a Control Number, which is located in the box in the
lower right hand corner of this form.
--------------------------------------------------------------------------------
OPTION 1: To vote as the Board of Directors recommends on ALL proposals,
press 1.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
OPTION 2: If you choose to vote on each proposal separately, press 0. You
will hear these instructions:
--------------------------------------------------------------------------------
Proposal 1 -- To vote FOR ALL nominees, press 1; to WITHHOLD FOR
ALL nominees, press 9; To WITHHOLD FOR AN INDIVIDUAL nominee,
press 0 and listen to the instructions.
Proposals 2 and 3 -- To vote FOR, press 1; AGAINST, press 9;
ABSTAIN, press 0.
WHEN ASKED, PLEASE CONFIRM BY PRESSING 1.
2. TO VOTE BY PROXY CARD: Mark, sign and date your proxy card and return
promptly in the enclosed envelope.
NOTE: IF YOU VOTE BY TELEPHONE, THERE IS NO NEED TO MAIL BACK YOUR PROXY CARD.
THANK YOU FOR VOTING
CALL ** TOLL-FREE ** ON A TOUCH-TONE TELEPHONE
1-800-840-1208 - ANYTIME
There is NO CHARGE to you for this call.
<PAGE> 14
NATIONAL INSTITUTE COMPANIES OF AMERICA, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
NATIONAL INSTITUTE COMPANIES OF AMERICA, INC. (THE "COMPANY")
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 12, 2000
The undersigned holder of shares of the Common Stock of National Institute
Companies of America, Inc., the ("Company"), hereby nominates and appoints Kevin
P. Maloney and James F. Carr as proxies, with power to act without the other and
with full power of substitution, and hereby authorizes them to represent and
vote, as designated on the other side, all shares registered in the name of the
undersigned at the annual meeting of the shareholders of the Company to be held
at 9:00 a.m. on December 12th, 2000 at the Hilton Towers, Pittsburgh, PA and at
any and all adjournments thereof.
(Continued, and to be marked, dated and signed on the other side)
* FOLD AND DETACH HERE *
YOUR VOTE IS IMPORTANT!
You can vote in one of two ways:
1. Mark, sign and date your proxy card and return it promptly in the enclosed
envelope.
2. Call toll-free 1-800-840-1208 on a Touch-Tone telephone and follow the
instructions on the reverse side.
PLEASE VOTE
