<PAGE> 1
SCHEDULE 14A
(RULE 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE
/X/ Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED
/ / Definitive Additional Materials BY RULE 14A-6(E)(2))
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Central Reserve Life Corporation
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Central Reserve Life Corporation
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
/X/ $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.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
Not Applicable
(2) Aggregate number of securities to which transaction applies:
Not Applicable
(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):
Not Applicable
(4) Proposed maximum aggregate value of transaction:
Not Applicable
(5) Total fee paid:
Not Applicable
/ / 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:
Not Applicable
(2) Form, Schedule or Registration Statement No.:
Not Applicable
(3) Filing Party:
Not Applicable
(4) Date Filed:
Not Applicable
<PAGE> 2
[CRL LOGO]
CENTRAL RESERVE LIFE CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 18, 1995
Notice is hereby given that the Annual Meeting of Shareholders of
Central Reserve Life Corporation will be held at the Sheraton Airport Hotel,
5300 Riverside Drive, Cleveland, Ohio, on Thursday, May 18, 1995, at 10:00
a.m., local time, for the following purposes:
1. To elect three directors, each to serve for a term of three years; and
2. To consider and transact such other business as may properly come
before the meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 5, 1995,
will be entitled to notice of, and to vote at, the Annual Meeting or any
adjournment thereof.
By order of the Board of Directors.
/s/ LINDA S. STANDISH, Secretary
LINDA S. STANDISH, Secretary
April 17, 1995
YOUR VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR PROXY CARD
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
<PAGE> 3
CENTRAL RESERVE LIFE CORPORATION
CRL PLAZA
17800 ROYALTON ROAD
STRONGSVILLE, OHIO 44136
---------------
PROXY STATEMENT
---------------
This Proxy Statement is furnished in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders of Central Reserve
Life Corporation, an Ohio corporation (the "Company"), to be held on Thursday,
May 18, 1995, at 10:00 a.m., local time, at the Sheraton Airport Hotel, 5300
Riverside Drive, Cleveland, Ohio, and at any adjournment thereof. This Proxy
Statement and the accompanying form of proxy ("proxy card"), together with the
Company's Annual Report to Shareholders for the fiscal year ended December 31,
1994, will first be sent to shareholders on or about April 17, 1995.
The close of business on April 5, 1995, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting. At that date, the Company had outstanding 4,037,300 Common Shares,
without par value, each of which will be entitled to one vote.
ELECTION OF DIRECTORS
The number of directors has been fixed pursuant to the Code of
Regulations of the Company at nine (9), and nine (9) directors are currently in
office. At the meeting, shares represented by proxies, unless otherwise
specified, will be voted for the election of the three (3) nominees,
hereinafter named, to serve for a term of three (3) years and, in each case,
until their respective successors are duly elected and qualified. If, by reason
of death or other unexpected occurrence, any nominee should not be available
for election, the proxies will be voted for such substitute nominee as the
Board of Directors may propose.
If notice in writing is given by any shareholder to the President, a
Vice President or the Secretary not less than forty-eight (48) hours before the
time fixed for holding the meeting that he desires that voting for the election
of directors shall be cumulative, and if an announcement of the giving of such
notice is made upon the convening of such meeting by the Chairman or Secretary
or by or on behalf of the shareholder giving such notice, each shareholder
shall have the right to cumulate such voting power as he possesses at such
election and to give one (1) nominee a number of votes equal to the number of
directors to be elected multiplied by the number of shares he holds, or to
distribute his votes on the same basis among two (2) or more nominees, as he
sees fit. If voting for the election of directors is cumulative, the persons
named in the enclosed proxy will vote the shares represented thereby and by
other proxies held by them so as to elect as many of the three (3) nominees
named below as possible. In the election of directors, the three (3) nominees
receiving the greatest number of votes will be elected. Abstentions and broker
non-votes will not count in favor of or against election of any nominee.
The following information is set forth with respect to each person
nominated for election as a director (each of whom is currently a director of
the Company) and with respect to the directors of the Company whose terms of
office will continue after the meeting:
1
<PAGE> 4
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
<TABLE>
<CAPTION>
NOMINATED
DIRECTOR FOR TERM
NAME AGE PRINCIPAL OCCUPATION (1) SINCE EXPIRING
---- --- ------------------------ -------- ---------
<S> <C> <C> <C> <C>
E. Lawrence Hendershot, M.D. 69 Retired, President, E.N.T. Group 1986 1998
of Cleveland, Inc. (Otologists)
Robert E. Bruce (2) 73 President, Bruce and Bruce Company 1987 1998
(Consulting Actuaries)
William E. Gerstenslager 49 Partner, Robert L. Sweeney, L.P.A. 1990 1998
(Attorneys)
</TABLE>
DIRECTORS WHOSE TERMS WILL CONTINUE AFTER THE ANNUAL MEETING
<TABLE>
<CAPTION>
CURRENT
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION (1) SINCE EXPIRES
---- --- ------------------------ -------- ---------
<S> <C> <C> <C> <C>
Fred Lick, Jr. 63 Chairman of the Board, President and 1976 1996
Chief Executive Officer of the Company
and of Central Reserve Life
Insurance Company
John F. Novatney, Jr. (3) 64 Partner, Baker & Hostetler 1976 1996
(Attorneys); Vice Chairman of the Board
of the Company
John L. McKean (4) 70 President, Jack McKean Agency, Inc. 1989 1996
(Life Insurance Agency)
Robert K. Smith 51 President, R.K. Smith & Associates, Inc. 1986 1997
(Certified Public Accountants)
David L. Rossio 58 President, Rossio Jewelry, Inc. 1992 1997
Thomas D. Schulte 60 Director, Academic, Education and 1994 1997
Industrial Studies,
Great Oaks Joint Vocational School
<FN>
(1) Each director or nominee for election as a director, except Mr. Schulte,
has held the position shown for more than five (5) years. Mr. Schulte has
been Director of Academic, Education and Industrial Studies at Great Oaks
Joint Vocational School since 1991. He was Assistant Adjutant General of
the Ohio Army National Guard from 1983 to 1991.
(2) Bruce and Bruce Company provided actuarial services to the Company in 1994
and will continue to provide such services in 1995.
(3) Baker & Hostetler served as general counsel to the Company and its
subsidiaries in 1994 and will continue to serve as general counsel in 1995.
(4) Jack McKean Agency, Inc. served as a licensed General Agent with the
Company's principal operating subsidiary, Central Reserve Life Insurance
Company, in 1994 and was paid commissions of $313,891 in 1994. The agency
will continue to serve as an agent in 1995.
</TABLE>
2
<PAGE> 5
The Board of Directors of the Company has standing executive, audit,
investment and employee relations committees, as described below:
Executive Committee. The Executive Committee has all powers of the
Board in the management of the business and affairs of the Company between
Board meetings except the power to fill vacancies on the Board or its
committees. The Executive Committee also functions as a nominating committee.
In functioning as a nominating committee, the Executive Committee seeks
qualified persons to serve as directors of the Company and makes
recommendations to the Board of Directors. The Executive Committee will
consider nominees for the Board of Directors recommended by shareholders,
provided that the names of such persons are submitted by January 30 for the
next succeeding annual shareholders' meeting. Such recommendations should be
submitted only on behalf of persons willing to serve as directors and should
include a resume of their business experience and qualifications. The Executive
Committee also serves as a compensation committee responsible for determining
the compensation of the Company's executive officers. Members of the Executive
Committee are Mr. Lick, Mr. Novatney and Dr. Hendershot. The Executive
Committee met two (2) times during 1994.
Audit Committee. The Audit Committee recommends to the Board of
Directors the firm of independent accountants to serve the Company and reviews
the scope, performance and results of the annual audit of the Company. Its
members are Messrs. Smith, Gerstenslager and Rossio. The Audit Committee met
seven (7) times during 1994.
Investment Committee. The Investment Committee establishes policy for
and monitors management of the Company's investments. Its members are Mr.
Bruce, Mr. Novatney and Dr. Hendershot. Mr. Frank Grimone, Executive Vice
President of the Company, participates in all meetings of the Investment
Committee. The Investment Committee met seven (7) times during 1994.
Employee Relations Committee. The Employee Relations Committee, working
with employee-relations personnel of Central Reserve Life Insurance Company
("CRL"), the company's principal operating subsidiary, serves to structure,
review and update CRL's employee-relations policies and practices, including
CRL's firm commitment to equal employment opportunity. Its members are Messrs.
Novatney, McKean, and Schulte. The Committee met five (5) times during 1994.
The Board of Directors met five (5) times during 1994. Each director
attended more than 75% (seventy-five percent) of the meetings held by the
Board of Directors and the committees of the Board of Directors on which he
served.
3
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS
<TABLE>
The following information is set forth with respect to the only persons
known to management to be beneficial owners of more than five percent (5%) of
the Company's Common Shares:
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
<S> <C> <C>
Fred Lick, Jr. 545,000 (1) 12.7
17800 Royalton Road
Strongsville, Ohio 44136
Dimensional Fund Advisors Inc. 221,000 (2) 5.5
1299 Ocean Avenue
11th Floor
Santa Monica, California 90401
Ryback Management Corporation 203,000 (3) 5.0
7711 Carondelet Avenue
Box 16900
St. Louis, Missouri 63105
<FN>
(1) Amount held as of April 5, 1995. Also, see footnote 2 to the table on page
5 herein.
(2) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 221,000 shares of Central
Reserve Life Corporation stock as of December 31, 1994, all of which
shares are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in series of the DFA Investment
Trust Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disclaims beneficial ownership of all such
shares.
(3) Amount held as of December 31, 1994.
</TABLE>
4
<PAGE> 7
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
The following information is set forth with respect to the Company's
Common Shares beneficially owned as of April 5, 1995, by all directors and
nominees for election as directors of the Company, by all executive officers of
the Company and by all executive officers and directors of the Company as a
group:
<CAPTION>
AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP PERCENT OF CLASS
<S> <C> <C>
Robert E. Bruce .............................. 6,000 *
William E. Gerstenslager ..................... 1,600 *
Frank W. Grimone ............................. 125,000 3.1
E. Lawrence Hendershot ....................... 16,600 *
Glen A. Laffoon .............................. 86,650 2.2
Fred Lick, Jr ................................ 545,000 (2) 12.7
John L. McKean ............................... 1,000 (3) *
John F. Novatney, Jr ......................... 7,950 *
David L. Rossio .............................. 1,000 *
Thomas D. Schulte ............................ 500 *
Robert K. Smith .............................. 3,225 (4) *
All executive officers
and directors as a group (11 persons) ...... 794,525 18.5
<FN>
* Less than one percent of the outstanding Common Shares of the Company
(1) Unless otherwise indicated, the persons named have sole voting and
investment power with respect to all Common Shares shown as being
beneficially owned by them.
(2) Includes options to purchase 255,000 Common Shares, exercisable at any
time prior to August 6, 1997, and 37,500 Common Shares owned by Mid
American Asset Management Corporation, of which Mr. Lick is the sole
shareholder.
(3) These Common Shares are held by Jack McKean Agency, Inc. of which Mr.
McKean is the sole shareholder.
(4) Includes 1,500 Common Shares held by the R.K. Smith & Associates, Inc.,
Profit Sharing Plan, of which Mr. Smith is the sole beneficiary.
</TABLE>
5
<PAGE> 8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In order to comply with certain state insurance regulatory requirements
which prohibit providing group life insurance unless at least ten (10) lives
are insured, the Company formed CRL Preferred Group, Inc., International
Professional Group, Inc., North America Preferred Employers, Inc., and Keystone
Employers Group, Inc. to serve as trustees of trusts established to provide
group life insurance to employers with less than ten (10) employees (such
corporations the "Trustee Corporations"). In compliance with state regula-
tions which require that the Trustee Corporation's shareholders be natural
persons, Mr. Lick and Mr. Grimone hold, for the benefit of the Company, all of
the outstanding shares of the Trustee Corporations. Mr. Laffoon is President of
each of the Trustee Corporations, and Mr. Grimone and Mr. Laffoon are directors
of the Trustee Corporations. None of the officers or directors of the Trustee
Corporations receives any compensation for serving in such capacity.
For a discussion of the employment contracts the Company has with Mr.
Lick and Mr. Grimone, see "Executive Committee Report on Executive
Compensation" on page 9.
See footnotes 2 through 7 to the table under "Election of Directors" on
page 2 with respect to certain other transactions involving directors of the
Company.
6
<PAGE> 9
<TABLE>
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total shareholder
return to the cumulative total return of the University of Chicago Center for
Research in Security Prices ("CRSP") Nasdaq Stock Market Index and the CRSP
Nasdaq Insurance Stocks Index. (Assumes $100 invested on December 29, 1989, in
each of three indices and dividends reinvested.)
<CAPTION>
LEGEND
Central CRSP Index CRSP Index
Reserve for Nasdaq for Nasdaq
Life Stock Market Insurance
Corporation (US Companies) Stocks
----------- ------------- ---------
<S> <C> <C> <C>
12/29/89 100.0 100.0 100.0
12/31/90 96.3 84.9 84.7
12/31/91 119.3 136.3 119.4
12/31/92 220.1 158.6 161.6
12/31/93 172.0 180.9 172.8
12/30/94 217.2 176.9 162.7
</TABLE>
<TABLE>
SUMMARY COMPENSATION TABLE
The following table sets forth the annual compensation paid by Central
Reserve Life Insurance Company ("CRL"), the principal operating subsidiary of
the Company, with respect to the calendar years ended December 31, 1994, 1993,
and 1992, to the Chief Executive Officer and all other executive officers of
the Company.
<CAPTION>
ANNUAL COMPENSATION
------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) COMPENSATION($)(1)
- --------------------------- ---- --------- -----------------
<S> <C> <C> <C>
FRED LICK, JR. 1994 784,834 19,305
Chairman of the Board, President 1993 707,058 30,000
and Chief Executive Officer 1992 707,058 29,793
FRANK W. GRIMONE 1994 215,000 19,305
Executive Vice President, Chief 1993 215,000 28,177
Financial Officer and Treasurer 1992 215,000 29,793
GLEN A. LAFFOON 1994 170,000 19,305
Executive Vice President and 1993 170,000 21,965
Chief Administrative Officer 1992 170,000 22,277
<FN>
(1) Represents CRL's contribution under a defined-contribution,
money-purchase, pension plan.
</TABLE>
7
<PAGE> 10
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
The following table provides information for executive officers who exercised
options during 1994 and the number and value of options held at year-end for
the Company's Common Shares.
<CAPTION>
SHARES NUMBER OF VALUE OF UNEXERCISED
ACQUIRED ON VALUE UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
NAME EXERCISE (#) REALIZED ($) (1) FY-END (#) AT FY-END ($)
- ---- ------------ --------------- ---------------------- --------------------
<S> <C> <C> <C> <C>
Glen A. Laffoon 3,000 11,159 0 ---
<FN>
(1) Represents the difference between the aggregate exercise price of the
options and the aggregate closing price of the Company's Common Shares on
the date of exercise.
</TABLE>
DIRECTORS' FEES
During 1994, the directors of the Company were paid $2,000 per quarter
plus $500 per Board meeting attended and $500 per committee meeting attended
plus expenses of attendance. Mr. Lick received no compensation as a director.
8
<PAGE> 11
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Committee is responsible for determining the compensation
of the Company's executive officers. The executive officers are Mr. Lick,
Chairman of the Board, President and Chief Executive Officer; Mr. Grimone,
Executive Vice President, Chief Financial Officer and Treasurer; and Mr.
Laffoon, Executive Vice President and Chief Administrative Officer.
The Company is somewhat different from most other public companies in
that it does not have a large pool of executive officers and does not have
complicated long-term-compensation arrangements for its executive officers.
Instead, the Company has particularized its compensation policies for each
executive officer based on the officer's role in the Company and the Company's
expectations for each officer.
Central Reserve Life Insurance Company ("CRL"), the Company's principal
operating subsidiary, entered into an employment agreement with Mr. Lick
effective January 1, 1982, pursuant to which he serves as Chairman of the
Board, President and Chief Executive Officer of CRL. The current term of the
agreement expires on December 31, 2001. The agreement provides for automatic
renewals for successive terms of five (5) years each unless notice of
non-renewal is given by either party twenty-four (24) months in advance. The
agreement provides for increases in Mr. Lick's salary of eleven percent (11%)
per year for the years 1991 through 1996, with no increase in salary after
1996.
Under his employment agreement, Mr. Lick is entitled to six (6) weeks
vacation annually, cumulative from year to year; an automobile and its
operational expenses; reimbursement of his business expenses; continuation of
his salary during any total or partial disability; and certain other fringe
benefits.
Mr. Lick's employment agreement provides that in the event of a change
of control of CRL or the Company which is not approved by Mr. Lick, he may
elect to resign, in which event he will be entitled, thirty (30) days after
such resignation, to a lump sum payment equal to his full annual salary for the
unexpired term of his employment agreement and the continuation of his fringe
benefits throughout the unexpired term. Mr. Lick's employment agreement may not
be terminated by CRL. If CRL does terminate the agreement, or if Mr. Lick
terminates the agreement because of a material breach by CRL, he is entitled to
the same payment and benefits provided for in the event of a change of control.
Mr. Lick has an employment agreement with the Company which provides
that if CRL terminates or is unable to fulfill any of its obligations under its
employment agreement with Mr. Lick, then the obligations of CRL under his
employment agreement become the responsibility of the Company. Mr. Lick's
employment agreement with the Company was entered into on January 1, 1982, and
the current term of the agreement expires on December 31, 2001. Renewal of the
CRL agreement results in automatic renewal of the Company agreement. This
employment agreement may not be terminated by the Company.
The Executive Committee believes that an employment contract for a
chief executive officer is important to secure continuity of leadership and to
avoid the time-consuming interruption of yearly contract and salary negotiation
between a company and its chief executive officer. The Executive Committee
continues to believe, more specifically, that the health industry's complexity,
its competitiveness, and the significance of government intervention mandate
arrangements designed to secure continuity of leadership and continued focus on
the Company's business. The Executive Committee also continues to believe that
the Company's success can be largely attributed to Mr. Lick's ability to
anticipate trends in the industry and to identify opportunities before they are
recognized by competitors. The Executive Committee believes that the retention
of Mr. Lick as Chief Executive Officer is of vital importance to the Company.
9
<PAGE> 12
Effective January 1, 1984, the Company and CRL entered into employment
agreements with Mr. Grimone. The agreements are automatically renewed on an
annual basis unless Mr. Grimone is given written notice of intention not to
renew thirty (30) days prior to the end of a contract year. Under Mr. Grimone's
employment agreement with CRL, he is paid a yearly salary of $215,000, which
amount has remained the same since 1984. Under the agreement, Mr. Grimone is
also entitled to an automobile and its operational expenses, the reimbursement
of business expenses and certain other fringe benefits. Mr. Grimone's agreement
with the Company provides that if CRL is unable or unwilling to meet its
obligations under its employment agreement with Mr. Grimone, such obligations
become the obligations of the Company.
As Chief Financial Officer, Mr. Grimone has overall responsibility for
the Company's financial policies and its investment income. The general
profitability of the Company's investments and, on an essentially equal basis,
his overall individual performance in all of his duties are the factors
considered in the yearly renewal of his agreements. The investment income of
the Company in 1994 increased 21% from 1993 through sound and safe investments
under Mr. Grimone's guidance. The Executive Committee has renewed Mr. Grimone's
employment agreement for another year and believes the amount of compensation
under the agreement adequately compensates Mr. Grimone for his services.
Mr. Laffoon receives compensation in the form of an annual salary. As
Chief Administrative Officer, Mr. Laffoon has as areas of responsibility the
CRL claim and administrative teams and the Actuarial and Quality Assurance
Departments, which comprise a majority of CRL's employees. Mr. Laffoon's
compensation is reviewed annually by the Executive Committee. His annual
compensation is based upon underwriting profitability; improvement of
operating procedures; retention of business; and overall individual performance
in all duties. Underwriting profits improved in 1994 over 1993, and Mr. Laffoon
was instrumental in establishing new procedures in the important area of
managed care. The Committee believes that the salary Mr. Laffoon received in
1994 adequately compensated Mr. Laffoon for his services.
The Executive Committee
------------------------
Fred Lick, Jr., Chairman
John F. Novatney, Jr.
E. Lawrence Hendershot, M.D.
10
<PAGE> 13
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Lick, Mr. Novatney and Dr. Hendershot serve on the Executive
Committee, which serves as a compensation committee responsible for determining
the compensation of the Company's executive officers.
Mr. Lick is President and Chief Executive Officer of the Company and of
its principal operating subsidiary, Central Reserve Life Insurance Company.
While Mr. Lick serves on the Company's Executive Committee, he abstains in any
action affecting his own compensation as an executive officer. See "Certain
Relationships and Related Transactions" on page 6 with respect to transactions
between Mr. Lick and the Company.
Mr. Novatney is a partner in the law firm of Baker & Hostetler, which
serves as general counsel for the Company and its subsidiaries.
SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick serves as the independent auditors for the Company.
The Audit Committee selected KPMG Peat Marwick to serve as the independent
auditors for the Company and its subsidiaries for the year 1994.
Representatives of KPMG Peat Marwick are not expected to be present at the
Annual Meeting of Shareholders.
SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal at the 1996 Annual
Meeting of Shareholders for inclusion in the proxy statement and form of proxy
relating to that meeting is advised that the proposal must be received by the
Company at its principal executive offices not later than December 18, 1995.
The Company will not be required to include in its proxy statement or form of
proxy a shareholder proposal which is received after that date or which
otherwise fails to meet requirements for shareholder proposals established by
regulations of the Securities and Exchange Commission.
OTHER MATTERS
11
<PAGE> 14
The solicitation of proxies is made by and on behalf of the Board of
Directors. The cost of the solicitation will be borne by the Company, including
the reasonable expenses of brokerage firms or other nominees for forwarding
proxy materials to beneficial owners. In addition to solicitation by mail,
proxies may be solicited by telephone, telegraph or personally. The Company has
engaged Regan & Associates, Inc., New York, New York, to assist it in the
solicitation of proxies at an estimated cost of $3,500. Proxies may also be
solicited by directors, officers and employees of the Company without
additional compensation.
If the enclosed form of proxy is executed and returned, the shares
represented thereby will be voted in accordance with any specification made by
the shareholder. In the absence of any such specification, proxies will be
voted FOR the election of the three (3) nominees as set forth under "Election
of Directors" on page 1.
The presence of any shareholder at the meeting will not operate to
revoke his proxy. A proxy may be revoked at any time, insofar as it has not
been exercised, (1) by a later-dated proxy; (2) by giving written notice to the
Company; or (3) in open meeting.
If any other matters shall properly come before the meeting, the
persons named in the proxy, or their substitutes, will vote thereon in
accordance with their judgment. The Board of Directors does not know of any
other matters which will be presented for action at the meeting.
By order of the Board of Directors.
/s/ Fred Lick, Jr.
Fred Lick, Jr.
Chairman of the Board,
President and Chief Executive Officer
Date: April 17, 1995
12
<PAGE> 15
CENTRAL RESERVE LIFE CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDER MAY 18, 1995.
P The undersigned hereby constitutes and appoints Fred Lick, Jr., and
Frank W. Grimone and each of them, his true and lawful agents and
R proxies with full power of substitution in each, to represent the
undersigned at the Annual Meeting of Shareholders of Central Reserve
O Life Corporation to be held at the Sheraton Airport Hotel, 5300
Riverside Drive, Cleveland, Ohio, on Thursday, May 18, 1995, and at
X any adjournment thereof, on all matters coming before said meeting.
Y Election of Directors, Nominees: (change of address)
E. Lawrence Hendershot, M.D. ______________________________
Robert E. Bruce
William E. Gerstenslager ______________________________
______________________________
(If you have written in the
above space, please mark the
corresponding box on the
reverse side of this card.)
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxies cannot
vote your shares unless you sign and return this Card.
SEE REVERSE
SIDE
/X/ Please mark your SHARES IN YOUR NAME
votes as in this
example.
FOR WITHHELD
Election of / / / /
Directors
(see reverse)
For, except vote withheld from the following nominee(s):
_________________________________
Change / /
of
Address
Attend / /
Meeting
SIGNATURE(S) _______________________________________ DATE ________
SIGNATURE(S) _______________________________________ DATE ________
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.
