<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 240.14a-11(c) or 240.14a-12
REXX ENVIRONMENTAL CORPORATION
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
REXX Environmental Corporation
350 Park Avenue
New York, New York 10022
--------------
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS
--------------
Dear Shareholder:
The Annual Meeting of Shareholders of REXX Environmental
Corporation will be held in The Spruce Room at The Penn Club, 30 West 44th
Street, New York, New York, on Thursday, June 25, 1998, at 11:15 A.M., to:
(1) elect a Board of five directors; and
(2) act upon such other matters as may properly come
before the meeting.
The Board of Directors has fixed the close of business on
May 15, 1998 as the record date for determining shareholders entitled to
notice of and to vote at the meeting.
Joseph Greenberger,
Secretary
May 20, 1998
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the
meeting, please sign and return the
accompanying proxy card.
<PAGE>
REXX Environmental Corporation
350 Park Avenue
New York, New York 10022
--------------
PROXY STATEMENT
FOR
1998 ANNUAL MEETING OF SHAREHOLDERS
June 25, 1998
Introduction
Proxies in the form enclosed are solicited by the management
of REXX Environmental Corporation (the "Company") for use at the 1998 Annual
Meeting of Shareholders (the "Meeting") scheduled to be held on Thursday, June
25, 1998. All properly executed proxies received prior to or at the meeting
will be voted. If a proxy specifies how it is to be voted, it will be so
voted. If no specification is made, it will be voted for the election of the
five directors nominated by manangement and, if other matters properly come
before the meeting, in the discretion of either of the persons named in the
proxy.
Shares Entitled to Vote
Holders of record of Common Stock at the close of business
on May 15, 1998 (the "Record Date") are entitled to notice of and to vote at
the Meeting. On that date, there were 2,467,576 shares of Common Stock, $.02
par value, outstanding, each entitled to one vote. The Notice of Meeting, this
Proxy Statement, the accompanying proxy card, and the Annual Report of the
Company for its fiscal year ended December 31, 1997 are being mailed on or
about May 22, 1998, to all holders of record of Common Stock on the Record
Date.
Proxies and Revocation of Proxies
Execution and delivery of a proxy card will not affect a
shareholder's right to attend the Meeting and vote in person. A shareholder in
whose name shares are registered as of the Record Date and who has given a
proxy may revoke it at any time before it is voted by executing and delivering
a written revocation to the Secretary of the Company, by presentation of a
later dated proxy or by attending the Meeting and voting by ballot (which has
the effect of revoking the prior proxy). Attendance at the Meeting, however,
will not in and of itself revoke a proxy.
A shareholder who is a beneficial owner, but not a
registered owner, as of the Record Date, cannot vote his or her shares except
by the shareholder's broker, bank or nominee in whose name the shares are
registered executing and delivering a proxy on his or her behalf or the
shareholder
<PAGE>
attending the Meeting with a proxy or other authorization to vote from the
registered owner and voting.
No compensation will be paid by the Company to any person in
connection with the solicitation of proxies. Brokers, banks, and other
nominees will be reimbursed for out-of-pocket and other reasonable clerical
expenses incurred in obtaining instructions from beneficial owners of the
Company's stock. In addition to the solicitation by mail, solicitation of
proxies may, in certain instances, be made personally or by telephone by
directors, officers and a few regular employees of the Company. It is expected
that the expense of such special solicitation will be nominal. All expenses
incurred in connection with this solicitation will be borne by the Company.
PRINCIPAL HOLDERS OF COMMON STOCK
The following are believed by the Company to be the
beneficial owners of more than 5% of its outstanding Common Stock and by all
directors and executive officers as a group, as of April 15, 1998:
<TABLE>
<CAPTION>
Number of Percent of
Name and Address Shares Outstanding
---------------- ------ -----------
<S> <C> <C>
Arthur L. Asch 515,951(1) 20.6%(1)
350 Park Avenue
New York, New York 10022
Daren J. Barone 200,000 8.1%
c/o Watkins Contracting, Inc.
8690 Aero Drive, Suite M327
San Diego, CA 92123
Greg S. Watkins 200,000 8.1%
c/o Watkins Contracting, Inc.
8690 Aero Drive, Suite M327
San Diego, CA 92123
All directors and executive officers(2) 999,118(1)(2) 39.2%(1)(2)
as a group (7 persons)
</TABLE>
- -------------------
(1) Includes 25,000 shares held by Mr. Asch's wife in which he disclaims
beneficial ownership. Also includes 40,000 shares underlying options
exercisable within 60 days, and excludes 30,000 additional shares
underlying options not exercisable within 60 days.
(2) For information regarding beneficial ownership of the Company's
Common Stock by each of its directors and executive officers, see
"Certain Information Regarding Management's Nominees" and "Executive
Officers."
-2-
<PAGE>
ELECTION OF DIRECTORS
Certain Information Regarding
Management's Nominees
Five directors are to be elected at the 1998 Annual Meeting
of Shareholders to hold office until the next Annual Meeting of Shareholders
and until their successors are elected and qualified. All nominees are
presently directors of the Company. Unless re-elected, the present directors'
term of office expires at the 1998 Annual Meeting of Shareholders. Management
has no reason to believe that any nominee will be unable to serve. If any
should not be available, either person named in the proxy may vote for a
substitute nominee designated by the Nominating Committee of the Board of
Directors. Nominees receiving a plurality of the votes cast at the Meeting, at
which a quorum is present will be elected.
The following table gives certain information as of April
15, 1998 concerning the ownership, of the Company's Common Stock by its
directors and nominees for re-election.
<TABLE>
<CAPTION>
Director Number Percent of
Name Age Biographical Information Since of Shares Outstanding
- ---- --- ------------------------ ----- --------- -----------
<S> <C> <C> <C> <C>
Arthur L. Asch 56 Chairman of the Board of Directors 1979 515,951(1) 20.6%
and Chief Executive Officer of the
Company, and member of the
Executive and Nominating
Committees. Chairman of the Oak Hill
Sportswear Division of Donnkenny
Apparel, Inc. from July 1995 through
December 1997.
Michael A. Asch 31 President and Chief Operating Officer 1996 78,167 (2) 3.1%
and Treasurer of the Company since
January 1997 and Chief Financial
Officer since March 1994. Member of
the Executive, Compensation and
Nominating Committees. From
March 1994 through December 1996,
Vice President of the Company. Vice
President-Operations of the Domestic
Division of the Company's Oak Hill
Sportswear operations from January
1993 to March 1994. From July 1995
through December 1996, Vice
President and Chief Financial Officer
of the Oak Hill Sportswear Division of
Donnkenny Apparel, Inc. Since
February 1992, President and
principal of Anniston Capital, Inc.
(investment banking). Since November 1997,
Trustee of the Trautman Kramer Trust
(registered investment company). Michael A.
Asch is the son of Arthur L. Asch.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Director Number Percent of
Name Age Biographical Information Since of Shares Outstanding
- ---- --- ------------------------ ----- --------- -----------
<S> <C> <C> <C> <C>
Joseph Greenberger 62 Secretary of the Company and 1979 -- --
member of the Executive,
Nominating, Audit, and Stock Option
Committees. Practitioner at his New
York law office.
James L. Hochfelder 54 Member of the Audit, Compensation 1997 5,000(3) *
and Stock Option Committees.
President of Beldoch Industries
Corporation (women's apparel) for
more than 10 years.
Brian A. Wasserman 32 Member of the Audit, Compensation 1997 _ _(3) *
and Stock Option Committees.
Managing Director of the Whitestone
Group, LLC (investment and
merchant banking, venture capital),
Managing Director of Wilshire
Advisers, Inc. (investment advisor),
Managing Member of Sharp
Management, LLC (financial
consultants), General Partner of
Kinder Investments, LP (venture
capital limited partnership), since
December 1997. Treasurer of Engex,
Inc. (closed end mutual fund), since
April 1992. Founder and Chief
Financial Officer of First Lawrence
Capital Corp. (investment banking)
since March 1996. Investment
Analyst of Kinder Investments, LP,
Chief Financial officer of American
Investors Advisors, Inc. (investment
advisor), and Chief Financial Officer
of D. H. Blair Investment Banking
Corp. (investment banking), from
April 1992 to December 1997.
Director of Heuristic Development
Corp. (formerly a developer of
computer integrated systems), since
December 1997.
</TABLE>
- -----------------
* Less than 1%.
(1) See Note 1 to "Principal Holders of Common Stock."
-4-
<PAGE>
(2) Includes 6,000 shares held as custodian for minor children. Mr. Asch
disclaims beneficial ownership of these shares. Includes 42,167
shares underlying stock options exercisable within 60 days, and
excludes 41,833 shares underlying options not exercisable within 60
days.
(3) Excludes 15,000 shares underlying stock options not exercisable
within 60 days.
Meetings of Board and Committees
The Board of Directors had nine meetings during 1997. All
directors attended all Board meetings. The Board has an Executive Committee,
an Audit Committee, a Compensation Committee, a Nominating Committee and a
Stock Option Committee. The Executive Committee has all the authority which,
under the New York Business Corporation Law, may be delegated to such a
Committee. The Executive Committee had several informal meetings and one
formal meeting during 1997. The Audit Committee recommends the firm of
independent public accountants to be engaged as the Company's auditors and
participates in such accounting reviews as it deems appropriate. It had one
meeting during 1997. The Nominating Committee recommends to the Board the
slate of management nominees for election as directors and also recommends
officers and other Company officials; it will consider nominations by
shareholders made in writing to the Chairman of the Board. The Nominating
Committee had one meeting during 1997. The Stock Option Committee, which had
one meeting in 1997, is authorized to award options under the Company's stock
option plan. The Compensation Committee is empowered to authorize executive
officers' compensation. It was established on December 19, 1997 and did not
meet in 1997.
Compensation of Directors
On joining the Board in December 1997, Messrs. Hochfelder
and Wasserman were each granted options to purchase up to 15,000 shares of the
Company's Common Stock pursuant to the Company's Non-Qualified Stock Option
Plan, as amended, which provides for the automatic grant of such options on a
director's initial election to the Board. In addition, as directors who are
not also officers or employees of the Company, they are paid a fee at the rate
of $10,000 per annum. During 1997, Messrs. Hochfelder and Wasserman were paid
a total of approximately $1,000 for the portion of the year that they were
directors.
-5-
<PAGE>
Executive Officers
The Company has two corporate executive officers, Arthur L.
Asch and Michael A. Asch (see, "Certain Information Regarding Management's
Nominees," above). Its Watkins Contracting, Inc. ("WCI") operating subsidiary
has two executive officers, Greg S. Watkins and Daren J. Barone. Their ages,
business experience over the last five years and the number of shares of the
Company's Common Stock benefically owned by each of them as of April 15, 1998,
are set forth below:
<TABLE>
<CAPTION>
Number Percent of
Age Business Experience of Shares Outstanding
--- ------------------- --------- -----------
<S> <C> <C> <C> <C>
Greg S. Watkins 33 President of WCI since January 200,000 8.1%
President of WCI 1995. Secretary and Treasurer of
WCI from July 1991 to Janurary 1995 and
Vice President from June 1992 to
January 1995.
Daren J. Barone 33 CEO of WCI since November 1997 200,000 8.1%
CEO of WCI and Secretary and Treasurer since
January 1995. Sales manager of
WCI from February 1992 to January
1995.
</TABLE>
-6-
<PAGE>
Executive Compensation
The following table summarizes for the Company's fiscal year
ended December 31, 1997 and for the two prior fiscal years, the compensation
earned by its Chief Executive Officer and by its only other executive officer
who served in such capacity in its fiscal year ended December 31, 1997 and
whose total annual compensation exceeded $100,000 in the fiscal year.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Annual Compensation Compensation Awards
------------------- -------------------
Other Annual Securities All Other
Year Salary ($) Bonus ($) Compensation (1) ($) Underlying Compensation(2)
Name and ---- --------- --------- -------------------- Options (#) --------------
Position -----------
- --------
<S> <C> <C> <C> <C> <C> <C>
Arthur L. 1997 $ 50,000(3) $120,000 $ --- --- $1,820
Asch 1996 $ 50,000(3) $ --- $ --- 30,000 $2,400
(Chief 1995 $300,404(3) $ --- $ --- --- $8,400
Executive
Officer)
Michael A. 1997 $215,000(4) $ --- $ --- --- $8,400
Asch 1996 $ 25,000(4) $ --- $ --- 50,000 $ 900
(Chief 1995 $129,846(4) $ --- $ --- --- $7,191
Operating
and Chief
Financial
Officer)
</TABLE>
- --------------------------------
(1) No executive officer's perquisites equaled or exceeded the
lesser of $50,000 or 10% of his cash compensation and bonus.
(2) Represents amounts paid under the Company's defined
contribution pension and profit sharing plans.
(3) Until July 24, 1995, when the sale of the Company's
Sportswear Division was consummated, Arthur L. Asch was
compensated by the Company at the rate of $500,000 per year,
and he was compensated by the new owner of the Sportswear
Division from July 25, 1995 through December 31, 1997 at the
rate of $450,000 per year. As negotiated in connection with
the sale of the Sportswear Division, from July 25, 1995
through December 31, 1997 he was paid regular compensation
by the Company at the rate of $50,000 per year. Since
January 1, 1998 he has been compensated by the Company at
the rate of $325,000 per year.
-7-
<PAGE>
(4) Until July 24, 1995, the Company compensated Michael A. Asch
at the rate of $215,000 per year, and he was compensated by
the new owner of the Sportswear Division from July 25, 1995
through December 31, 1996 at the rate of $165,000 per year.
As negotiated in connection with the sale of the Sportswear
Division, from July 25, 1995 through December 31, 1996 he
was compensated by the Company at the rate of $25,000 per
year.
Deferred Compensation Plans
The Company has non-contributory defined contribution
pension and profit sharing plans covering certain employees (including
executive officers) of the Company, and WCI, the Company's wholly-owned
operating subsidiary, has a matching contribution 401(k) retirement plan
covering certain employees (including its executive officers) of WCI. Neither
the Company nor WCI has a defined benefit or actuarial plan.
Certain Transactions
Greg S. Watkins and Daren J. Barone are the executive officers of
WCI. The Company acquired WCI from them on October 21, 1997. WCI is a leading
regional provider of asbestos-abatement services, demolition and dismantling
services, and other related specialty contracting services, including lead
paint abatement, to a broad range of governmental, commercial, industrial and
institutional clients located primarily in California. The total consideration
to Mr. Watkins and Mr. Barone for the acquisition consisted of (a) $3,600,000
in cash, using cash on hand, (b) 400,000 shares of restricted common stock of
the Company, and (c) rights entitling each of Mr. Watkins and Mr. Barone to
sell back to the Company, at $5.00 per share, up to (x) 25,000 shares of such
common stock per quarter, starting April 1, 1999, if WCI earns in excess of
$2,700,000 in pretax income (as defined in the Rights Agreements referred to
below) during 1998, and (y) an additional 25,000 shares of such common stock
per quarter, starting April 1, 2000, if WCI earns in excess of $2,700,000
pretax income (as defined therein) during 1999. Rights Agreements, dated
October 21, 1997, between Mr. Watkins and the Company and between Mr. Barone
and the Company, and Employment Agreements, dated October 21, 1997, between
Mr. Watkins and WCI and Mr. Barone and WCI, were executed pursuant to the
Stock Purchase Agreement, dated October 21, 1997, between the Company, as
buyer, and Mr. Watkins and Mr. Barone, as sellers, pursuant to which said
acquisition was consummated. Said Employment Agreements entitle Mr. Watkins
and Mr. Barone to each receive from WCI a salary, until December 31, 2000, at
the rate of $180,000 a year, incentive compensation equal to 5% of the pretax
income (as defined in the Employment Agreements) of WCI above $2,700,000, and
additional incentive compensation equal to 2.5% of the pretax income of WCI
above the greater of $2,700,000 or WCI's prior year's pretax income (as
defined therein).
Joseph Greenberger, a director, serves as corporate counsel to the
Company. For the services of his law firm, Greenberger & Forman, in 1997, it
earned approximately $120,000 during the year for regular legal services and
for legal services in connection with the Company's acquisition of WCI. The
Company expects to incur fees of approximately $60,000 for his regular legal
services during 1998.
-8-
<PAGE>
The Company maintains directors' and officers' liability insurance.
For 1997, the aggregate premiums for such insurance was approximately $77,800.
Compensation Committee Interlocks and Insider Participation
On December 19, 1997, the Board established a Compensation Committee
and elected Michael A. Asch, James L. Hochfelder and Brian A. Wasserman as
members of the Committee. Two directors, Arthur L. Asch and Michael A. Asch,
are compensated executive officers and employees of the Company, and another
director, Joseph Greenberger, earns fees for legal services to the Company.
The Compensation Committee did not take any action during 1997. All directors
participated in the deliberations of the Board with respect to its
compensation actions in 1997, except that neither Arthur L. Asch nor Michael
A. Asch voted with respect to the Board's action on his own compensation or
bonus. Arthur L. Asch is the father of Michael A. Asch. Messrs. Asch and Mr.
Greenberger, are the members of the Board's Nominating Committee, which
recommends all nominees for election or re-election as directors.
Board's Compensation Report
Until December 19, 1997, the Board had no separate Compensation
Committee; the Board performed the functions of such a Committee, and it
authorized executive officer compensation. On January 1, 1997, Michael A. Asch
became an executive employee of the Company for the majority of his business
time, and since then he has been compensated by the Company at the rate of
$215,000 per year. The Board, in authorizing that compensation, considered his
prior compensation level (see, "Executive Compensation - Summary Compensation
Table," note 4, above), his familiarity with the affairs of the Company, and
its judgement of his value to the Company as its chief operating and chief
financial officer. In 1997, the Company paid Arthur L. Asch compensation at
the rate of $50,000 per year (see, "Executive Compensation - Summary
Compensation Table," note 3 above). In addition, on December 3, 1997 the Board
authorized a bonus to Arthur L. Asch of $120,000 for 1997, in recognition for
his services to the Company in connection with its acquisition of WCI.
Aaron W. Weingarten was a director until he resigned on December 3,
1997 and his signature
-9-
<PAGE>
appears to this Report only for the period through his resignation, and Brian
A. Wasserman was elected a director on that date, and his signature appears to
the Report only for the period from his election.
Arthur L. Asch
Michael A. Asch
Joseph Greenberger
Kenneth S. Roth
Brain A. Wasserman
Aaron W. Weingarten
Performance Graph
Prior to its acquisition of WCI on October 21, 1997, and
until it sold its women's sportswear business in 1995 and disposed of the
assets and phased out of its remaining accessories business in 1996 and early
1997, the Company was in the women's apparel business. The following graph
compares the cumulative return (assuming the reinvestment of dividends, if
any) through October 21, 1997, on $100 invested at the close of trading on the
last trading day of 1992 in REXX Environmental Corporation (formerly Oak Hill
Sportswear Corporation, until its name change on February 18, 1998), the S&P
500 Index, and a peer group of companies in the women's apparel business. The
peer group represents the Value Line Apparel Index, excluding those companies
with market capitalizations over $500 million, as of October 21, 1997, and is
comprised of Farah Inc., Hartmarx Corp., Kellwood Co., Oshkosh B'Gosh, Inc.
Class A Shares, Oxford Industries, Inc., Phillips-Van Heusen and Tultex Corp.
Those companies excluded as a result of the market capitalization criterion
were Fruit of the Loom, Liz Claiborne, Russell Corp. and V. F. Corp. The peer
group is weighted by market values of the companies in the group at the
beginning of each measurement period.
Comparison of Five-Year Cumulative Total Return*
Rexx Environmental Corp. (formerly Oak Hill Sportswear),
Standard & Poors 500 And Peer Group
(Performance Results Through 10/21/97)
$250.00 - $237.73 &
|
|
|
$200.00 - $189.56
| $159.09 $153.80 &
| * &
|
$150.00 - $129.55
| *
| # $121.11
| & & $115.75 #
$100.00 *&* $110.09 $111.85
$100.00 $83.95
| # $72.73 #
| $77.79 #*
$50.00 - $67.33 * *
| $59.09 $50.00
|
|
$0.00 -----------------------------------------------------------------------
1992 1993 1994 1995 1996 10/21/97
================================================================================
- --*-- Rexx Environmental Corp. --&-- Standard & Poors 500 --#-- Peer Group
================================================================================
Assumes $100 invested at the close of trading 12/31/92 in Rexx Environmental
Corp. common stock, Standard & Poors 500, and Peer Group.
*Cumulative total return assumes reinvestment of dividends.
<PAGE>
Upon its acquisition of WCI on October 21, 1997, the Company
became engaged in the environmental remediation business. The following graph
compares the cumulative return (assuming the reinvestment of dividends, if
any) on $100 invested at the close of trading on October 21, 1997 in REXX
Environmental Corporation, the S&P 500 Index, and a peer group of companies
with significant operations in the environmental remediation and abatement
business. The peer group is limited to companies with market capitalizations
of less than $250 million as of December 31, 1997, and is comprised of
American Eco Corporation, CET Environmental Services, Inc., Commodore Applied
Technologies, Inc., EA Engineering, Science & Technology, Inc., Harding Lawson
Associates Group, Inc., IDM Environmental Corp., Kimmins Corp., NSC
Corporation and Sevenson Environmental Services, Inc. The peer group is
weighted by market values of the companies in the group at the beginning of
each measurement period.
Comparative Annual Total Return
Rexx Environmental Corp. (formerly Oak Hill Sportswear),
Standard & Poors 500 And Peer Group
(Performance Results Through 12/31/97)
$300.00 -
|
|
|
$250.00 - $272.73 *
|
|
|
$200.00 -
|
|
|
$150.00 -
|
|
| $106.35 &
$100.00 *&* $96.21 #
$100.00
|
|
$50.00 -
|
|
|
$0.00 -----------------------------------------------------------------------
10/21/97 1997
================================================================================
- --*-- Rexx Environmental Corp. --&-- Standard & Poors 500 --#-- Peer Group
================================================================================
Assumes $100 invested at the close of trading 10/21/97 in Rexx Environmental
Corp. common stock, Standard & Poors 500, and Peer Group.
*Cumulative total return assumes reinvestment of dividends.
-10-
<PAGE>
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Shareholders may present proposals for inclusion in the 1999
Proxy Statement provided they are received by the Company at its principal
executive offices no later than January 22, 1999 and are in compliance with
applicable regulation of the Securities and Exchange Commission.
FILINGS UNDER SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
reports of ownership of such securities with the Securities and Exchange
Commission. Officers, directors and greater than ten percent beneficial owners
are required by applicable regulations to furnish the Company with copies of
all Section 16(a) forms they file. Other than Mr. Arthur L. Asch, the Company
is not aware of any beneficial owner of more than ten percent of its Common
Stock.
Based on a review of the copies of the Forms furnished to
the Company, it believes that all filing requirements applicable to its
officers and directors were complied with in a timely manner during 1997.
THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
Price Waterhouse LLP has been appointed the Company's
independent public accountants for 1998. A representative of Price Waterhouse
LLP is expected to be present at the 1998 Annual Meeting of Shareholders and
will be available to answer appropriate questions.
A SHAREHOLDER MAY OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1997, BY WRITING
TO: REXX ENVIRONMENTAL CORPORATION, 350 PARK AVENUE, NEW YORK, NY 10022: ATTN:
PRESIDENT.
Dated: May 20, 1998
-11-
<PAGE>
REXX ENVIRONMENTAL CORPORATION
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Arthur L. Asch and Michael
A. Asch as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares
of Common Stock of REXX Environmental Corporation held of record by the
undersigned on May 15, 1998 at the Annual Meeting of Shareholders to be held
on June 25, 1998 and any adjournment thereof.
- -
1. Election of Directors
/ / FOR all nominees listed / / WITHHOLD AUTHORITY TO
below (except as marked vote for all nominees
to the contrary below) listed below
Arthur L. Asch, Michael A. Asch, Joseph Greenberger, James L. Hochfelder,
Brian A. Wasserman
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- ----------------------- ------------------
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Please date and sign on reverse side)
<PAGE>
This proxy when properly executed will be voted in the
manner directed herein by the undersigned stockholder. If no direction is
made, the proxy will be voted FOR the election of management's nominees for
directors.
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 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 sign exactly as name appears herein.
----------------------------------
(Signature)
----------------------------------
(Signature, if held jointly)
Dated:______________________, 1998
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
