<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
COUNTRYWIDE CREDIT INDUSTRIES, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
COUNTRYWIDE CREDIT INDUSTRIES, INC.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $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:
________________________________________________________________________
(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:*
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[_] 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:_____________________________________________________________
Notes:
<PAGE>
LOGO
OF COUNTRYWIDE CREDIT INDUSTRIES, INC.
155 NORTH LAKE AVENUE
PASADENA, CALIFORNIA 91101
June 3, 1994
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Stockholders of Countrywide Credit Industries, Inc. The
meeting will be held on July 13, 1994 at 10:00 a.m. at the Pasadena Hilton, 150
South Los Robles Avenue, Pasadena, California. The formal notice and proxy
statement for this meeting are attached to this letter.
It is important that you sign, date and return your proxy as soon as
possible, even if you currently plan to attend the Annual Meeting. You may
still attend the Annual Meeting and vote in person if you desire, but returning
your proxy card now will assure that your vote is counted if you are unable to
attend. Your vote, regardless of the number of shares you own, is important.
On behalf of the Board of Directors, I thank you for your cooperation.
Sincerely,
/s/ DAVID S. LOEB
David S. Loeb
Chairman of the Board
<PAGE>
LOGO
OF COUNTRYWIDE CREDIT INDUSTRIES, INC.
155 NORTH LAKE AVENUE
PASADENA, CALIFORNIA 91101
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 13, 1994
----------------
To the Stockholders:
The Annual Meeting of Stockholders of Countrywide Credit Industries, Inc.
(the "Company") will be held at the Pasadena Hilton, 150 South Los Robles
Avenue, Pasadena, California on July 13, 1994 at 10:00 a.m., Los Angeles time,
and at any adjournment thereof, for the following purposes:
1. To elect two directors to serve on the Board of Directors for a term
expiring at the 1997 Annual Meeting.
2. To ratify the selection by the Board of Directors of Grant Thornton as
independent certified public accountants of the Company for the fiscal year
ending February 28, 1995.
3. To transact such other business as may properly come before the
meeting and any adjournment thereof.
Only stockholders of record at the close of business on May 16, 1994 are
entitled to notice of, and to vote at, the Annual Meeting and any adjournment
or adjournments thereof.
By Order of the Board of Directors
/s/ SANDOR E. SAMUELS
Sandor E. Samuels
Secretary
Dated: June 3, 1994
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. THE
PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF FURTHER PROXY
SOLICITATION. PLEASE MAIL YOUR PROXY TODAY.
<PAGE>
LOGO
OF COUNTRYWIDE CREDIT INDUSTRIES, INC.
155 NORTH LAKE AVENUE
PASADENA, CALIFORNIA 91101
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
July 13, 1994
GENERAL
This proxy statement is furnished to stockholders of Countrywide Credit
Industries, Inc. (the "Company") in connection with the solicitation by its
Board of Directors (the "Board") of proxies to be voted at the 1994 Annual
Meeting of Stockholders to be held at the Pasadena Hilton, 150 South Los Robles
Avenue, Pasadena, California on July 13, 1994 at 10:00 a.m. and at any
adjournment thereof (the "Meeting"). The Company expects to mail its proxy
soliciting materials for the Meeting on or about June 6, 1994.
The accompanying proxy may be revoked by a stockholder at any time before it
is voted, either by delivering a subsequent proxy or other written notice of
revocation to the Company at its above address or by attending the Meeting and
voting in person. All shares represented by each properly signed and returned
proxy card in the accompanying form, unless revoked, will be voted at the
Meeting in accordance with the stockholder's instructions indicated on the
proxy card. If no instructions are marked on the proxy card, the shares will be
voted in favor of the proposals described in this proxy statement.
The only outstanding voting securities of the Company are shares of its
Common Stock, par value $.05 per share ("Common Stock"). Each stockholder of
record at the close of business on May 16, 1994 is entitled to notice of and to
vote at the Meeting and at any adjournment or adjournments thereof. On that
date, there were 91,137,259 shares of Common Stock outstanding, with each share
entitled to one vote. The presence, in person or by proxy, of a majority of the
shares entitled to vote will constitute a quorum for the Meeting. The
inspectors of election appointed for the meeting will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining the approval of
any matter submitted to the stockholders for a vote. If a broker indicates on a
proxy that the broker does not have discretionary authority as to certain
shares to vote on a particular matter, such shares will not be considered as
present and entitled to vote with respect to that matter.
The Company will pay the cost of the solicitation of proxies, including
preparing and mailing this Notice of Annual Meeting, proxy statement and the
proxy card. Following the mailing of this proxy statement, directors, officers
and regular employees of the Company may solicit proxies by telephone,
telegraph or other personal contact, for which services such persons will
receive no additional compensation. Brokerage houses and other nominees,
fiduciaries and custodians who are holders of record of shares of Common Stock
will be requested to forward proxy soliciting material to the beneficial owners
of such shares and will be reimbursed by the Company for their charges and
expenses in connection therewith at customary and reasonable rates. In
addition, the Company has retained Morrow & Co., Inc. to assist in the
solicitation of proxies for an estimated fee of $7,000, plus reimbursement of
expenses.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company's Bylaws give the Board the power to set the number of directors
at no less than three nor more than fifteen. As a result of the resignation
from the Board of Victor R. Witt, on September 2, 1993, the Board of Directors
adopted a resolution decreasing the number of directors from eight to seven.
Directors serve three-year terms which are staggered to provide for the
election of approximately one-third of the Board each year. The terms of Jack
L. Bruckner, Ben M. Enis and Edwin Heller expire at the Meeting. Because Mr.
Bruckner has reached mandatory retirement age, he has not been nominated for a
new term, and the Board of Directors has adopted a resolution decreasing the
number of directors from seven to six effective upon the expiration of his
current term. Messrs. Enis and Heller have each been nominated for election as
a director for a new term which will expire at the 1997 annual meeting.
In the absence of contrary instructions, it is the intention of the persons
named in the accompanying proxy card to vote for the nominees listed below. In
the event that any nominee becomes unavailable for any reason, which the Board
does not anticipate, the proxies will be voted for the election of the person,
if any, who is designated by the Board to replace the nominee.
The following table contains information regarding the nominees and the other
incumbent directors.
<TABLE>
<CAPTION>
DIRECTOR
NAME OCCUPATION AGE SINCE
---- ---------- --- --------
<S> <C> <C> <C>
NOMINEES FOR ELECTION AS DIRECTORS--TERM EXPIRING 1997 (CLASS I)
Ben M. Enis Professor of Marketing, 52 1984
University of Southern
California; Los Angeles, CA
Edwin Heller Attorney, Partner, Fried, 64 1993
Frank, Harris, Shriver & Jacobson;
New York, NY
INCUMBENT DIRECTORS--TERM EXPIRING 1995 (CLASS II)
Robert J. Donato Executive Vice President, 54 1993
PaineWebber Incorporated;
New York, NY
Harley W. Snyder Chief Executive Officer, 61 1991
Harley Snyder Companies;
Valparaiso, IN
INCUMBENT DIRECTORS--TERM EXPIRING 1996 (CLASS III)
David S. Loeb Chairman of the Board and 70 1969
President of the Company
Angelo R. Mozilo Vice Chairman of the Board 55 1969
and Executive Vice
President of the Company
</TABLE>
2
<PAGE>
David S. Loeb is co-founder of the Company and has been Chairman of the
Board and President of the Company since its formation in March 1969. Mr. Loeb
has been Chairman of the Board of Directors and Chief Executive Officer of CWM
Mortgage Holdings, Inc. ("CWM"), formerly known as Countrywide Mortgage
Investments, Inc., a publicly-held real estate investment trust managed by the
Company, since its inception in September 1985.
Angelo R. Mozilo is co-founder of the Company and has been Vice Chairman of
the Board and Executive Vice President of the Company since its formation in
March 1969. Mr. Mozilo has been President of CWM since its inception in
September 1985 and a director since October 31, 1985.
Robert J. Donato is the Executive Vice President, Division Director of
Retail Transaction Services for PaineWebber Incorporated. Mr. Donato has been
employed by PaineWebber Incorporated for more than five years. He is a former
director of CWM.
Ben M. Enis has been a Professor of Marketing, University of Southern
California, Los Angeles, California since 1982. From 1978 to 1982, he was
Howard Professor of Marketing, University of Missouri, Columbia, Missouri.
Edwin Heller is an attorney and a partner in the law firm of Fried, Frank,
Harris, Shriver & Jacobson.
Harley W. Snyder is President of HSC, Inc., a real estate and development
company, President of Harley Snyder Co., Inc.--Construction and S-W
Corporation and Vice President of Harley Snyder Co., Inc.--Insurance. He is a
director of Bank One, Merrillville, NA and serves on the Board of Trustees of
both Porter Memorial Hospital and Valparaiso University. Mr. Snyder was
President of the National Association of Realtors in 1983 and has served as a
director of that group since 1972. He is a former director of CWM.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES.
BOARD AND COMMITTEE MEETINGS
During the fiscal year ended February 28, 1994, the Board held 14 meetings.
The Board maintains Audit, Nominating, Compensation and Strategic Planning
Committees. The committees' specific responsibilities are summarized below.
Each Board member attended 75% or more of the meetings of the Board and the
committees on which he served that were held during the fiscal year ended
February 28, 1994.
1. The Audit Committee consults with and reviews the reports and
recommendations of the Company's independent certified public accountants
and reports thereon to the Board. Messrs. Donato (chairman), Enis and
Snyder are members of this committee which met five times during the fiscal
year ended February 28, 1994.
2. The Nominating Committee considers nominees for directors suggested by
stockholders. Stockholders wishing to nominate directors must comply with
Section 12 of the Company's Bylaws, which requires certain information to
be provided in connection with the submission of stockholder nominations
and sets forth certain timing requirements with respect thereto. Messrs.
Enis (chairman) and Heller are members of this committee which did not meet
during the fiscal year ended February 28, 1994.
3. The Compensation Committee determines matters relating to compensation
of the Chairman of the Board and President and the Vice Chairman of the
Board and Executive Vice President of the Company (Messrs. Loeb and Mozilo)
as well as the highest compensated executive officers and administers each
of the Company's stock option plans. Messrs. Snyder (chairman), Bruckner
and Enis are members of this committee. The Compensation Committee met five
times during the fiscal year ended February 28, 1994.
3
<PAGE>
4. The Strategic Planning Committee examines the Company's role in both
the industries in which it operates and the general marketplace. This
committee makes recommendations regarding the future direction of the
Company with respect to new and existing areas of operations. Messrs.
Heller (chairman), Bruckner and Donato are members of this committee which
held three meetings during the fiscal year ended February 28, 1994.
COMPENSATION OF DIRECTORS
Each director of the Company who is not an employee of the Company receives
an annual fee for serving on the Board and any of its committees and is
entitled to reimbursement for his expenses incurred in attending meetings of
the Board and its committees. Directors who are Company employees are not paid
any fees as such for serving on the Board and its committees. During the fiscal
year ended February 28, 1994, the annual fee was $38,500, and, in addition, the
chairman of each committee that met during the fiscal year received an
additional $2,000 per committee. Each director of the Company who is not an
employee is entitled to receive a non-discretionary stock option grant each
year. The number of shares subject to the option is determined pursuant to a
formula based on earnings per share contained in the applicable stock option
plan. On June 1, 1993, each director except Mr. Heller received a stock option
grant of 14,884 shares at an exercise price of $29.25. In accordance with a
policy of his law firm, Mr. Heller elected not to receive an option grant.
These options become exercisable one year after the grant date.
The Company maintains a plan whereby each director who is not an employee can
elect to defer all or a part of his director's fees until a predetermined date,
with the Company agreeing to credit interest on the amount deferred. Messrs.
Donato and Snyder deferred fees during the year ended February 28, 1994. The
interest rate credited to fees which are deferred under the plan is a rate
equal to either (i) the Moody's Seasoned Corporate Bond Index or (ii) the
Company's after-tax return on weighted average capital based on the most
recently published earnings for a four fiscal quarter period (but limited to a
minimum of 50% and a maximum of 150% of the Moody's Seasoned Corporate Bond
Index).
DIRECTOR EMERITUS
The Company maintains the position of Director Emeritus for non-employee
directors of the Company who have retired from the Board after having attained
the age of 65 (age 63 for directors serving on the Board on February 11, 1987).
Individuals who accept appointment to the position of Director Emeritus are
required to agree to provide advisory and consulting services on certain
business matters concerning the Company and its subsidiaries as the Board may
determine and to attend meetings as requested by the Board at mutually
convenient times. Such individuals are also required to agree to refrain from
entering into an employment or consulting agreement with, or from supplying any
information or materials to, any competitor of the Company or its subsidiaries.
Each such individual receives compensation paid on a monthly basis based on the
number of years of service as a director and the amount of director's fees paid
to him during the last month of service as a director prior to his retirement
in accordance with the following schedule:
<TABLE>
<CAPTION>
MONTHLY
YEARS OF SERVICE COMPENSATION
---------------- ------------
<S> <C>
5 years 45% of last month's
director's fees
10 years 70% of last month's
director's fees
15 years 95% of last month's
director's fees
</TABLE>
4
<PAGE>
The term of the Director Emeritus position is for the life of the individual.
In the event the individual dies while serving the Company prior to receiving
five full years of compensation as a Director Emeritus, a death benefit is
payable in a lump sum to his estate in the maximum amount of one year's
compensation for serving as a Director Emeritus. The Company currently has two
individuals in the position of Director Emeritus: Nathan Supak who retired in
April 1987 and is paid $2,533 per month and Victor R. Witt who retired in
August 1993 and is paid $3,048 per month.
EXECUTIVE OFFICERS
The executive officers of the Company selected at the annual organizational
meeting of the Board of Directors held June 30, 1993 to serve at the pleasure
of the Board of Directors are as follows:
<TABLE>
<CAPTION>
EMPLOYED
NAME AGE OFFICE SINCE
---- --- ------ --------
<S> <C> <C> <C>
David S. Loeb 70 Chairman of the Board of Directors and President 1969
Angelo R. Mozilo 55 Vice Chairman of the Board of Directors and
Executive Vice President 1969
Stanford L. 41 Senior Managing Director, Chief Financial
Kurland Officer and Chief Operating Officer 1979
Managing Director--Production and Support
Gerald L. Baker 49 Divisions 1989
Kevin W.
Bartlett 36 Managing Director--Capital Markets 1986
Thomas H. Boone 39 Managing Director--Loan Administration 1984
Jeffery F.
Butler 52 Managing Director--Chief Information Officer 1985
Carlos M. Garcia 38 Managing Director--Chief Accounting Officer 1984
Marshall M.
Gates 42 Managing Director--Production Operations 1988
Sandor E. 41 Managing Director--Legal, General Counsel and
Samuels Secretary 1990
Gail Thakarar 50 Managing Director--Human Resources 1993
</TABLE>
David S. Loeb is co-founder of the Company and has been President and
Chairman of the Board of Directors of the Company since its formation in March
1969. Mr. Loeb has been Chairman of the Board of Directors and Chief Executive
Officer of CWM since its inception in September 1985.
Angelo R. Mozilo is co-founder of the Company and has been Executive Vice
President and Vice Chairman of the Board of the Company since its formation in
March 1969. Mr. Mozilo has been President of CWM since its inception in
September 1985 and a director since October 31, 1985.
Stanford L. Kurland joined the Company as a Senior Vice President in 1979. He
became Chief Financial Officer in 1983 and Managing Director in 1988. In 1989,
he became Senior Managing Director and Chief Operating Officer.
Gerald L. Baker joined the Company as Executive Vice President in 1989 and
became Managing Director--Sales and Marketing in 1990. From 1986 to 1989, Mr.
Baker was employed as Vice President and Director of Marketing Services for
Bank of America.
Kevin W. Bartlett joined the Company in 1986. He became Vice President,
Capital Markets in 1988, Senior Vice President, Capital Markets in 1990 and
Managing Director--Capital Markets in May 1991. Prior to joining the Company,
Mr. Bartlett was an audit manager with Peat Marwick.
5
<PAGE>
Thomas H. Boone joined the Company as a Vice President in 1984 and became a
Managing Director in 1988.
Jeffery F. Butler joined the Company in 1985. He became the Chief Information
Officer in 1989 and Managing Director--Chief Information Officer in May 1991.
Carlos M. Garcia joined the Company as Vice President, Finance and Chief
Accounting Officer in 1984. He became Senior Vice President in 1986 and
Managing Director--Chief Accounting Officer in 1990.
Marshall M. Gates joined the Company in 1988. He served as an officer of the
Company's insurance subsidiary and in 1990 was appointed Managing Director--
Production Support and Administration. His title was changed to Managing
Director--Production Operations in 1994.
Sandor E. Samuels joined the Company in 1990 as Senior Vice President,
General Counsel and Secretary. He was appointed Managing Director--Legal,
General Counsel and Secretary in May 1991. From June 1989 to April 1990 Mr.
Samuels served as Senior Vice President and General Counsel of FIMSA, Inc. He
was Senior Vice President and General Counsel of Fox, Inc. from January 1989 to
June 1989. From June 1984 to January 1989 he was with First Interstate Bancorp
and at the time of his departure was Senior Vice President and Assistant
General Counsel.
Gail Thakarar joined the Company in January 1993 as Senior Vice President and
became Managing Director--Human Resources in November 1993. From 1989 to 1993
Ms. Thakarar was the Director of Human Resources for Transtechnology
Corporation, and from 1987 to 1989 she operated Thakarar-Malugeon & Associates,
Inc., a consulting company providing advice to small and mid-size organizations
on compensation, benefits, succession planning, organization development and
other related issues. Her prior experience included human resources management
positions with Beverly Enterprises, Occidental Petroleum Corporation and
General Electric Company.
PRINCIPAL STOCKHOLDERS
The following table shows, with respect to each person or entity known by the
Company to be the beneficial owner of more than 5% of the Company's Common
Stock as of April 15, 1994, (i) the number of shares of Common Stock so owned,
and (ii) the percentage of all shares outstanding represented by such ownership
(based upon the number of shares outstanding as of April 15, 1994).
<TABLE>
<CAPTION>
NAME AND
ADDRESS OF
BENEFICIAL NUMBER OF PERCENT
OWNER SHARES(1) OF CLASS
---------- --------- --------
<S> <C> <C>
Tiger Management Corporation(2)....................... 4,635,500 7.6%
101 Park Avenue
New York, NY 10178
The TCW Group, Inc.(3)................................ 3,136,200 5.2
865 South Figueroa Street
Los Angeles, CA 90017
</TABLE>
- - --------
(1) The number of shares owned is based on the information in the Schedules 13G
and has not been adjusted for the 3 for 2 stock split effective on May 3,
1994.
(2) Based upon a Schedule 13G dated February 10, 1994 filed with the Securities
and Exchange Commission.
(3) Based upon a Schedule 13G dated February 6, 1994 filed with the Securities
and Exchange Commission.
6
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following information sets forth the number of shares of the Company's
Common Stock beneficially owned as of April 15, 1994 by each of the directors,
including the nominees for election as directors; the Chairman of the Board and
President; the four other most highly compensated executive officers; and all
directors and executive officers as a group.
<TABLE>
<CAPTION>
NAME OR NUMBER OF NUMBER OF PERCENT
PERSONS IN GROUP SHARES OWNED(1) OPTIONS(2) TOTAL OF CLASS(3)
----------------- --------------- ---------- --------- -----------
<S> <C> <C> <C> <C>
David S. Loeb.............. 1,320,176 75,416 1,395,592 2.3 %
Angelo R. Mozilo........... 302,355(4) 99,535 401,890 --
Robert J. Donato........... 11,500 14,884 26,384 --
Ben M. Enis................ 836 29,551 30,387 --
Edwin Heller............... 278 0 278 --
Harley W. Snyder........... 8,190 29,551 37,741 --
Stanford L. Kurland........ 74,392 106,480 180,872 --
Gerald L. Baker............ 991 19,080 20,071 --
Carlos M. Garcia........... 42,844 88,623 131,467 --
All directors and executive
officers as a group (15
persons).................. 1,871,539 622,730 2,494,269 4.1
</TABLE>
- - --------
(1) The number of shares owned as of April 15, 1994 has not been adjusted for
the 3 for 2 stock split effective on May 3, 1994.
(2) Represents shares subject to stock options that are exercisable on April
15, 1994 or become exercisable within 60 days of April 15, 1994.
(3) Percentage information is omitted for individuals who own less than one
percent of the outstanding shares of Common Stock and shares deemed
outstanding due to exercisable options.
(4) Includes 482 shares owned by Mr. Mozilo's spouse as to which Mr. Mozilo
disclaims beneficial ownership.
7
<PAGE>
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid by the Company and
its subsidiaries to the Chairman of the Board and President and the four other
most highly paid executive officers of the Company for all services in all
capacities during the years indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
FISCAL YEAR -------------------- ------------
NAME AND PRINCIPAL ENDED STOCK OPTION ALL OTHER
POSITION FEBRUARY 28 (29) SALARY BONUS SHARES(1) COMPENSATION(2)
- - ------------------------- ---------------- --------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
David S. Loeb 1994 $ 798,000 $2,265,461 189,204 $ 62,452
Chairman of the Board and 1993 892,309 1,775,000 100,107 101,485
President 1992 659,250 1,150,000 53,742
Angelo R. Mozilo 1994 793,000 2,265,461 189,204 84,383
Vice Chairman of the 1993 720,371 1,780,000 100,107 209,660
Board and Executive Vice 1992 734,492 1,150,000 53,742
President
Stanford L. Kurland 1994 450,000 530,000 40,000 25,847
Senior Managing 1993 401,667 560,000 42,283 29,595
Director--Chief Financial 1992 289,019 500,000 31,500
Officer and Chief
Operating Officer
Gerald L. Baker 1994 273,333 308,000 25,000 9,869
Managing Director--Sales 1993 250,096 336,000 26,250 8,901
and Marketing 1992 191,250 235,000 15,750
Carlos M. Garcia 1994 255,000 192,000 23,000 15,403
Managing Director-- 1993 228,077 225,000 24,150 20,141
Chief Accounting Officer 1992 193,795 178,000 15,750
</TABLE>
- - --------
(1) The number of shares subject to stock option grants has not been adjusted
for a 3 for 2 stock split effective May 3, 1994. The number of shares
subject to stock option grants for fiscal years prior to 1994 has been
adjusted for a 3 for 2 stock split in July 1992 and a 5% stock dividend in
April 1993, as applicable.
(2) Amounts shown for fiscal 1994 consist of the following: (i) Mr. Loeb:
Company contribution to the Company's Tax Deferred Savings and Investment
(401(k)) Plan--$4,680; life insurance premiums--$57,772; (ii) Mr. Mozilo:
Company contribution to 401(k) Plan--$4,454; life insurance premiums--
$69,448; the portion of interest accrued on deferred compensation that
exceeds 120% of the applicable federal long-term rate--$10,481; (iii) Mr.
Kurland: Company contribution to the 401(k) Plan--$4,388; life insurance
premiums--$18,713; the portion of interest accrued on deferred compensation
that exceeds 120% of the applicable federal long-term rate--$2,746; (iv)
Mr. Baker: Company contribution to the 401(k) Plan--$4,431; life insurance
premiums--$4,950; the portion of interest accrued on deferred compensation
that exceeds 120% of the applicable federal long-term rate--$488; and (v)
Mr. Garcia: Company contribution to 401(k) Plan--$4,527; life insurance
premium--$9,490; the portion of interest accrued on deferred compensation
that exceeds 120% of the applicable federal long-term rate--$1,386.
8
<PAGE>
The following table sets forth information on the stock options granted to
the named executive officers in the fiscal year ended February 28, 1994.
STOCK OPTION GRANTS IN FISCAL YEAR 1994
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE
OPTIONS TO EMPLOYEES PRICE EXPIRATION GRANT DATE
NAME GRANTED(#)(1) IN FISCAL YEAR ($/SHARE)(2) DATE PRESENT VALUE(3)
---- ------------- --------------- ------------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
David S. Loeb........... 189,204 14.51% $32.50 4/07/03 $2,883,469
Angelo R. Mozilo........ 189,204 14.51 32.50 4/07/03 2,883,469
Stanford L. Kurland..... 40,000 3.07 26.0625 11/15/03 481,600
Gerald L. Baker......... 25,000 1.92 26.0625 11/15/03 301,000
Carlos M. Garcia........ 23,000 1.76 26.0625 11/15/03 276,920
</TABLE>
- - --------
(1) Options become exercisable at the rate of 25 percent on the first, second,
third and fourth anniversary of the grant date, except in the event of a
"Change of Control" as defined in the relevant stock option plan. Upon a
Change of Control, all options become immediately exercisable. The number
of shares subject to the stock options granted has not been adjusted for
the 3 for 2 stock split effective May 3, 1994.
(2) The exercise price is the market value of the Common Stock on the date of
grant. Options to Messrs. Loeb and Mozilo were granted on April 7, 1993,
and options to Messrs. Kurland, Baker, and Garcia were granted on November
15, 1993.
(3) The present value of the options as of the grant date was calculated using
the Black-Scholes options pricing model which has been modified to consider
estimated cash dividends to be paid. The assumptions used in the model
were: expected volatility of 35%, risk-free rate of return equal to the ten
year Treasury rate at the grant date, dividend yield of 1.84% and time to
exercise of 10 years. No discounting was done to account for non-
transferability or vesting. The actual value, if any, an executive may
realize will depend on the excess of the stock price over the exercise
price on the date the option is exercised.
The following table sets forth information on stock option exercises during
the fiscal year and outstanding options and their value at February 28, 1994.
Value is calculated as the difference between the fair market value of the
Common Stock and the exercise price of the options at the exercise date or
fiscal year end.
OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES FEBRUARY 28, 1994(#) FEBRUARY 28, 1994($)
ACQUIRED VALUE ------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ------------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
David S. Loeb........... 50,438 $ 816,572.07 0 270,464 $ 0 $431,296.37
Angelo R. Mozilo........ 79,295 1,863,769.67 24,119 270,464 104,861.96 431,296.37
Stanford L. Kurland..... 16,713 456,838.71 106,480 87,466 1,778,311.45 120,636.86
Gerald L. Baker......... 12,315 269,649.62 11,205 60,438 33,451.10 227,527.73
Carlos M. Garcia........ 11,697 319,722.27 78,779 58,835 1,406,213.47 267,388.34
</TABLE>
9
<PAGE>
DEFINED BENEFIT PENSION PLAN
The following table illustrates annual pension benefits under the Company's
Defined Benefit Pension Plan (the "Pension Plan") for participants retiring in
1994 at age 65 payable in the form of a life annuity under various levels of
compensation and years of service. The pension benefits in the table are not
subject to deduction for Social Security or other offset amounts.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
FINAL AVERAGE ---------------------------------------
COMPENSATION 15 20 25 30 35
------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$125,000........................... $31,180 $39,430 $47,690 $55,950 $62,330
150,000........................... 38,050 48,180 58,310 68,450 76,330
175,000........................... 44,930 56,930 68,940 80,950 90,330
200,000........................... 51,800 65,680 79,560 93,450 104,330
225,000........................... 57,090 72,420 87,740 103,060 115,100
250,000........................... 57,090 72,420 87,740 103,060 115,100
275,000........................... 57,090 72,420 87,740 103,060 115,100
300,000........................... 57,090 72,420 87,740 103,060 115,100
400,000........................... 57,090 72,420 87,740 103,060 115,100
450,000........................... 57,090 72,420 87,740 103,060 115,100
500,000........................... 57,090 72,420 87,740 103,060 115,100
</TABLE>
- - --------
(1) Effective January 1, 1994, annual compensation in excess of $150,000 is not
taken into account when calculating benefits under the Pension Plan.
All of the compensation used for Pension Plan purposes is included in the
amounts shown in the Salary column of the Summary Compensation Table. The
following table sets forth certain information relating to the Pension Plan
with respect to each executive officer listed in the executive compensation
table whose current compensation covered by the Pension Plan differs by more
than 10% from the amount set forth in the Summary Compensation Table under the
caption "Salary."
<TABLE>
<CAPTION>
REMUNERATION
COVERED BY PLAN CREDITED
FOR YEAR ENDED YEARS OF
NAME FEBRUARY 28, 1994 SERVICE
---- ----------------- --------
<S> <C> <C>
David S. Loeb................................. $150,000 25
Angelo R. Mozilo.............................. 150,000 25
Stanford L. Kurland........................... 150,000 14
Gerald L. Baker............................... 150,000 5
Carlos M. Garcia.............................. 150,000 10
</TABLE>
Benefits are 100% vested after five years of service. A participant shall be
fully vested in his accrued normal retirement benefit regardless of his length
of service if his employment is terminated by the Company other than for
"Cause" within the two-year period following a "Change in Control" (as both
items are defined in the Pension Plan).
EMPLOYMENT AGREEMENTS
Effective March 1, 1991, the Company entered into employment agreements with
David S. Loeb, Chairman of the Board and President of the Company, and Angelo
R. Mozilo, Vice Chairman of the Board
10
<PAGE>
and Executive Vice President of the Company (individually, an "Officer"),
providing for certain compensation, death, disability and termination benefits,
and retention of each individual's services for the period commencing March 1,
1991 and terminating on February 28, 1997.
Mr. Loeb's agreement provides for a base annual salary of $798,000 for the
fiscal year ended February 28, 1994, increasing by 10% annually to $1,063,000
for the fiscal year ending February 28, 1997. Mr. Mozilo's agreement provides
for a base annual salary of $793,000 for the fiscal year ended February 28,
1994, increasing by 10% annually to $1,058,000 for the fiscal year ending
February 28, 1997.
The agreements were amended during the fiscal year ended February 28, 1993
to, among other things, give the Company the option to extend the agreements
for an additional year at the same rate of increase of base salary.
The agreements as amended provide for additional incentive compensation in
each year during the term of the agreements beginning in the fiscal year ended
February 28, 1994 ("fiscal 1994") in the form of an annual cash bonus pursuant
to a formula that multiplies the prior year's bonus by the ratio of the current
year's earnings per share over that of the previous year (the "performance
ratio"). The agreements also provide for additional incentive compensation in
the form of grants of stock options under the 1991 Stock Option Plan or any
other stock option plans which may be or come into effect pursuant to a formula
that multiplies the prior year's stock option grant by the performance ratio.
See "Executive Compensation--Stock Option Grants in Fiscal Year 1994." The
agreements provide that each Officer is also entitled to all rights and
benefits for which he is otherwise eligible under any plans or benefits which
the Company or its subsidiaries may provide for him or, provided he is eligible
to participate therein, for senior officers or employees generally.
The agreements provide that in the event of the disability of the Officer, he
shall receive compensation in an annual amount equal to (i) 50% of his then
current salary, minus (ii) the amount of any cash payments to him under the
terms of the Company's disability insurance or other disability benefit plans
and any compensation he may receive pursuant to any other employment. These
payments shall be made until the earlier of the Officer's death, commencement
of benefits under the Pension Plan or five years from the date of the
disability. The Company is also required to afford each Officer during the
disability period other employment benefits to which he otherwise would be
entitled. In the event of the death of the Officer during the term of his
agreement, the Company shall pay to his beneficiary an amount equal to the
Officer's salary for 12 months following the date of death and shall provide to
such beneficiary certain other rights or benefits to which the Officer would
otherwise be entitled.
If the Officer is terminated for "Cause" or resigns voluntarily, all of his
rights under the agreement shall terminate. "Cause" is defined as (i) a
material breach of the agreement by the Officer which is committed in bad faith
or without reasonable belief that such breach is in the best interests of the
Company and which is not remedied within a reasonable period of time after
receipt of written notice from the Company specifying such breach, (ii) the
Officer's conviction by a court of competent jurisdiction of a felony or (iii)
entry of an order duly issued by any federal or state regulatory agency having
jurisdiction in the matter removing the Officer from office with the Company or
its subsidiaries or permanently prohibiting him from participating in the
conduct of the affairs of the Company and its subsidiaries.
If (i) the Officer is terminated without Cause or (ii) the Officer terminates
his employment because the Board elects a person other than the Officer to his
current position without his consent or reorganizes management so as to require
him to report to a person or persons other than the Board or otherwise in the
Officer's judgment diminishes the Officer's status, title, position and
responsibilities or (iii) the Officer
11
<PAGE>
terminates his employment for any reason within one year of a change in control
as defined in the agreements, then the Company shall pay him three times the
sum of his then-existing base salary and incentive compensation paid for the
prior fiscal year. Under certain circumstances, this provision of each
Officer's employment agreement may result in a payment being made which is not
tax deductible by the Company as compensation pursuant to the Internal Revenue
Code of 1986, as amended (the "Code").
CERTAIN TRANSACTIONS
In connection with a new business plan implemented by CWM in 1993, the
Company agreed to waive its management fee for CWM's fiscal year ended December
31, 1993 and absorbed $900,000 of expenses incurred by CWM in starting the new
operations. During the remainder of the Company's fiscal year CWM incurred
management fees of $84,000. CWM has an option to purchase mortgage loans from a
subsidiary of the Company at the prevailing market price. During the year ended
February 28, 1994, CWM purchased $300,484,000 of mortgage loans pursuant to
this option. Subsidiaries of CWM have entered into servicing agreements with a
subsidiary of the Company. Servicing fees under these agreements were
approximately $530,000 for the year ended February 28, 1994. In addition, the
Company has extended to CWM a $10,000,000 line of credit bearing interest at
prime and maturing in September 1994, under which no amount was outstanding at
February 28, 1994.
The Company maintains a plan (the "Financing Plan"), which was ratified and
approved by the stockholders, to facilitate the exercise of stock options. In
connection with a stock option exercise during the fiscal year ended February
28, 1994, the Company extended a loan to Mr. Loeb of $404,857, which amount was
outstanding at February 28, 1994 and bears an annual interest rate of 4.83%.
Mr. Garcia also obtained a loan bearing interest at an annual rate of 5.43% in
connection with a stock option exercise in fiscal 1994. This loan when
aggregated with other loans to Mr. Garcia under the Financing Plan resulted in
indebtedness to the Company of $102,589, which indebtedness had been reduced to
$90,465 at February 28, 1994.
Mr. Heller, who became a director in January 1993, is a partner in the law
firm of Fried, Frank, Harris, Shriver & Jacobson. This firm performed services
for the Company in fiscal 1994, and the Company intends to retain the services
of this firm in fiscal 1995.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is composed of Messrs. Bruckner, Enis and Snyder,
who are non-employee directors of the Company. The Company's executive
compensation program consists of three main components: (1) base salary, (2)
potential for annual bonus based on the Company's overall performance and the
employee's individual performance and (3) stock options to provide long-term
incentives for performance and to align executive officer and shareholder
interests. There is no fixed ratio of total compensation to be represented by
salary, bonus or stock options.
During fiscal 1994, the Compensation Committee reviewed the Company's
retirement plans and had consultants prepare and review a proposal relating to
new programs that could be adopted. Based on this information and the desire to
attract and retain high quality executive officers, the Compensation Committee
adopted a Supplemental Executive Retirement Plan and a Split Dollar Life
Insurance Plan, both to be implemented in fiscal 1995.
The Supplemental Executive Retirement Plan will be funded through life
insurance and contributions by the Company. This plan is designed to provide
executives with retirement income equal to 70% of their
12
<PAGE>
average annual salary determined by averaging the five highest salaried years
out of the 10 years preceding retirement. The independent consulting firm which
reviewed the retirement plan proposal concluded that a plan which would provide
executives with a retirement benefit equal to 50% of total cash compensation
would be competitive with plans provided by other companies. By reason of the
wide fluctuation in the Company's bonus compensation, the Compensation
Committee decided to tie the plan to base salary instead of total cash
compensation and to offer a retirement benefit equal to 70% of base salary,
which the Company has been advised equates to approximately 40% of total cash
compensation.
The Split Dollar Life Insurance Plan provides additional life insurance for
executives. This plan will be funded by the existing Key Executive Equity Plan
insurance policies and contributions by the Company. This plan is designed to
provide executives a benefit equal to two, three or four times their annual
salary with the multiplier based on the executive's position. The independent
consulting firm concluded that these amounts are within the competitive range.
Cash Compensation
The Compensation Committee met with Mr. Mozilo to review recommendations
regarding the base salary and bonus levels for the most highly compensated
executive officers, excluding Messrs. Loeb and Mozilo whose compensation is
fixed by the terms of their respective employment contracts. See "Executive
Compensation--Employment Agreements." The proposed base salaries for such
executive officers were approved after consideration of the performance of the
executive in his or her particular area of responsibility, the executive's
contribution to the Company's overall management team, salaries paid by the
Company's competitors for comparable positions, and an assessment of the future
contributions the executive should be able to make to the Company.
In reviewing compensation paid by competitors, the Compensation Committee
considered companies engaged in the mortgage banking, savings and loan and
banking industries. With the exception of the mortgage banking industry, these
industries are included in the S&P Financial Index (the "Index") contained in
the following Performance Graph. The mortgage banking companies whose
compensation was considered were not public companies prior to 1992, and
accordingly information regarding the historical compensation paid by such
companies is limited.
The Compensation Committee considered companies which most closely compete
with and approximate the structure and operations of the Company, certain of
which are included in the Index. With respect to the companies considered, the
Company's cash compensation falls within the high portion of the range.
With respect to bonuses, the Compensation Committee established a
performance-based program tied to earnings per share. Each of the most highly
compensated executives was assigned a dollar amount as a bonus base and a
percentage of that amount that the executive would receive if the Company
achieved the targeted earnings per share in fiscal 1994. The bonus base can
increase if the earnings per share exceed the target, and it can decrease at a
faster rate if the targeted earnings per share are not achieved. Earnings per
share exceeded the target in fiscal 1994.
Stock Options
The Compensation Committee oversees the determination of the overall number
of employee stock options to be granted each year and how those options are to
be distributed among the employees, excluding Messrs. Loeb and Mozilo whose
option grants are fixed by the terms of their employment contracts. See
"Executive Compensation--Employment Agreements." In determining the total
number of stock options to be awarded in fiscal 1994, the Compensation
Committee studied comparisons of the amount of stock options
13
<PAGE>
granted in relation to a company's issued and outstanding stock. As a result of
this study, the Compensation Committee determined that it would be appropriate
for stock options granted in any fiscal year to be in a range not to exceed 3%
of the outstanding stock of the Company during that fiscal year. Options
granted in fiscal 1994 were in the high portion of the range of grants in prior
years by other companies considered which included companies whose business is
similar to the Company's as well as companies in other lines of business who
share the Company's philosophy of granting options to a wide range of
employees.
An independent consulting firm also reviewed the proposed individual option
grants to the Company's executive officers and determined that they were fair
and reasonable given the consulting firm's experience with other companies and
the Company's philosophy of compensating executive officers at approximately
the 75th percentile of the market. Previously, the Company had determined the
number of stock options granted to executive officers based on the performance
of the Company in relation to certain specified targets for the relevant year.
Although the Company's earnings per share increased in fiscal 1993 over fiscal
1992 and exceeded the targeted goals, the Compensation Committee determined
that the options granted to the executive officers in fiscal 1994 would be for
the same number of shares (not adjusted for the stock dividend paid in April
1993) as each executive officer received the prior year, except Messrs. Loeb
and Mozilo whose stock option grants are set by contract. This determination
was consistent with the policy described above of limiting the total stock
options granted in any fiscal year to a percentage of outstanding stock.
Compensation of President and Executive Vice President
The compensation of Messrs. Loeb and Mozilo during fiscal 1994 was determined
by the terms of their employment agreements which were entered into during 1991
and amended during 1992. See "Executive Compensation--Employment Agreements."
As provided by these agreements, both the stock option grants and the bonuses
Messrs. Loeb and Mozilo received were determined by multiplying the prior
year's stock option grant and bonus, respectively, by a performance ratio
obtained by dividing the most recent fiscal year's earnings per share by the
prior year's. The performance ratio with respect to the stock options granted
April 7, 1993 was calculated by comparing earnings per share for fiscal years
1993 and 1992. The performance ratio for the bonuses paid with respect to
fiscal year 1994 was calculated by comparing earnings per share for fiscal
years 1994 and 1993. Because earnings per share increased in fiscal 1993 over
fiscal 1992 and further increased in fiscal 1994 over fiscal 1993, both the
stock option grants and the bonuses increased compared to the prior year.
Deductibility of Compensation
As part of the Omnibus Budget Reconciliation Act of 1993, a new provision was
added to the Internal Revenue Code which limits the corporate deduction for
compensation paid to the executive officers named in the Summary Compensation
Table to $1 million unless such compensation is based upon performance goals or
paid pursuant to a written contract that was in effect on February 17, 1993.
Because their employment agreements were entered into prior to this date, the
compensation paid to Messrs. Loeb and Mozilo is not subject to this limit. The
Compensation Committee is reviewing the Company's existing compensation
arrangements to determine the deductibility of amounts paid and will consider
changes to these arrangements or the adoption of new compensation policies that
will enable the Company to continue to attract and retain high quality
executives while optimizing the deductibility of amounts paid as compensation.
The Compensation Committee
Jack L. Bruckner
Ben M. Enis
Harley W. Snyder, Chairman
14
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG COUNTRYWIDE CREDIT INDUSTRIES, INC
S&P 500 INDEX AND S&P FINANCIAL INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
COUNTRYWIDE S&P
Measurement Period CREDIT S&P FINANCIAL
(Fiscal Year Covered) INDUSTRIES INC. 500 INDEX INDEX
- - --------------------- --------------- --------- ----------
<S> <C> <C> <C>
Measurement Pt-02/28/1989 $100.00 $100.00 $100.00
FYE 02/28/1990 $115.18 $118.90 $114.04
FYE 02/28/1991 $204.57 $136.34 $115.94
FYE 02/28/1992 $598.75 $158.14 $149.09
FYE 02/28/1993 $859.34 $174.98 $190.15
FYE 02/28/1994 $667.89 $189.57 $199.11
</TABLE>
The comparison of total return on investment (change in year end stock price
plus reinvested dividends) for each of the periods assumes that $100 was
invested on February 28, 1989 in each of the Company, the S&P 500 Index and the
S&P Financial Index.
15
<PAGE>
PROPOSAL TWO
RATIFYING THE SELECTION OF INDEPENDENT ACCOUNTANTS
The Board has selected the accounting firm of Grant Thornton to audit the
Company's financial statements for, and otherwise act as the Company's
independent certified public accountants with respect to, the fiscal year
ending February 28, 1995. Grant Thornton has continuously acted as independent
certified public accountants for the Company in respect of its fiscal years
commencing with the fiscal year ended February 28, 1974. In accordance with the
Board's resolution, its selection of Grant Thornton for the current fiscal year
is being presented to stockholders for ratification at the Meeting. The
affirmative vote of a majority of the shares of Common Stock represented, in
person or by proxy, at the Meeting will constitute such ratification. The
Company has been advised that neither Grant Thornton nor any of its partners
has any direct financial interest or any material indirect financial interest
in the Company or any of its subsidiaries, nor has had any connection during
the past three years with the Company or any of its subsidiaries in the
capacity of promoter, underwriter, voting trustee, director, officer or
employee.
A representative of Grant Thornton will be present at the Meeting. He will
have an opportunity to make a statement, if he wishes to do so, and will be
available to respond to appropriate questions.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS PROPOSAL.
SECTION 16 DISCLOSURE
Section 16 of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers to report their ownership of and
transactions in the Company's common stock to the Securities and Exchange
Commission (the "SEC") and the New York Stock Exchange. Copies of these reports
are also required to be supplied to the Company. Specific dates for filing
these reports have been established by the SEC, and the Company is required to
report in this proxy statement any failure of its directors and executive
officers to file by the relevant due date any of these reports during the
fiscal year ended February 28, 1994. Based solely on its review of the copies
of the reports received by it, the Company believes that all such filing
requirements were satisfied except Mr. Snyder filed one report late.
ANNUAL REPORT AND FORM 10-K
The Annual Report to Shareholders, containing the consolidated financial
statements of the Company for the fiscal year ended February 28, 1994,
accompanies this proxy statement.
STOCKHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1994, FILED WITH THE SEC,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, WITHOUT THE
ACCOMPANYING EXHIBITS, BY WRITING TO INVESTOR RELATIONS, COUNTRYWIDE CREDIT
INDUSTRIES, INC., 155 NORTH LAKE AVENUE, POST OFFICE BOX 7137, PASADENA,
CALIFORNIA 91109-7137. A LIST OF EXHIBITS IS INCLUDED IN THE FORM 10-K, AND
EXHIBITS ARE AVAILABLE FROM THE COMPANY UPON THE PAYMENT TO THE COMPANY OF THE
COSTS OF FURNISHING THEM.
16
<PAGE>
STOCKHOLDER PROPOSALS
Any proposal that a stockholder wishes to present for consideration at the
1995 Annual Meeting of Stockholders must be received by the Company no later
than February 4, 1995 for inclusion in the 1995 Notice of Annual Meeting, Proxy
Statement and Proxy. Proposals should be directed to the Secretary of the
Company. Stockholders wishing to bring proposals before an annual meeting must
also comply with Section 13 of the Company's Bylaws, which requires certain
information to be provided in connection with the submission of stockholder
proposals and sets forth certain timing requirements with respect thereto.
OTHER MATTERS
The Board knows of no matters other than those listed in the attached Notice
of Annual Meeting which are likely to be brought before the Meeting. However,
if any other matter properly comes before the Meeting, the persons named on the
enclosed proxy card will vote the proxy in accordance with their best judgment
on such matter.
By Order of the Board of Directors
/s/ SANDOR E. SAMUELS
Sandor E. Samuels
Secretary
June 3, 1994
17
<PAGE>
PROXY COUNTRYWIDE CREDIT INDUSTRIES, INC.
- - -----
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, JULY 13, 1994
The undersigned hereby appoints David S. Loeb and Angelo R. Mozilo, or either
of them, with full power of substitution, the attorney and proxy of the
undersigned, to appear and to vote all of the shares of stock of Countrywide
Credit Industries, Inc. (the "Company") which the undersigned would be entitled
to vote if personally present at the Annual Meeting of Stockholders of the
Company to be held at the Pasadena Hilton, 150 South Los Robles, Pasadena,
California on July 13, 1994 at 10:00 A.M. and any adjournment thereof.
1) To elect Ben M. Enis and Edwin Heller to the Board of Directors for a term
expiring at the 1997 Annual Meeting.
[_] VOTE [_] WITHHOLD VOTE
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
-----------------------------------------------------------------------------
2) To approve the selection of Grant Thornton as the Independent Accountants to
audit the Company's financial statements for the fiscal year ending February
28, 1995.
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued and to be signed on reverse side)
(Continued from other side)
UNMARKED PROXIES SHALL BE VOTED IN FAVOR OF EACH OF THE LISTED MATTERS UNLESS
SPECIFIED TO THE CONTRARY.
Receipt of copies of the Annual Report to Shareholders, the Notice of the
Annual Meeting of Stockholders and the Proxy Statement dated June 3, 1994 is
hereby acknowledged.
Please date and sign exactly as the
name appears on this proxy. Joint
owners should each sign. If the
signer is a corporation, please
sign full corporate name by a duly
authorized officer. Executors,
trustees, etc. should give full
title as such.
------------------------------------
Date
------------------------------------
Signature
------------------------------------
Signature
PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE U.S.A.
<PAGE>
COUNTRYWIDE CREDIT INDUSTRIES, INC.
PROXY
- - -----
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, JULY 13, 1994
The undersigned hereby appoints David S. Loeb and Angelo R. Mozilo, or
either of them, with full power of substitution, the attorney and proxy of the
undersigned, to appear and to vote all of the shares of stock of Countrywide
Credit Industries, Inc. (the "Company") which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders
of the Company to be held at the Pasadena Hilton, 150 South Los Robles,
Pasadena, California on July 13, 1994 at 10:00 A.M. and any adjournment
thereof.
(Continued and to be signed on reverse side)
<PAGE>
[X] Please mark
your votes
as in this
example.
- - -------------- ------------ ------------
ACCOUNT NUMBER COMMON D.R.S.
UNMARKED PROXIES SHALL BE VOTED IN FAVOR OF EACH OF THE LISTED MATTERS UNLESS
SPECIFIED TO THE CONTRARY.
1. To elect Ben M. Enis and Edwin Heller WITHHOLD
to the Board of Directors for a term VOTE VOTE
expiring at the 1997 Annual Meeting. [ ] [ ]
2. To approve the selection of FOR AGAINST ABSTAIN
Grant Thornton as the Independent [ ] [ ] [ ]
Accountants to audit the Company's
financial statements for the fiscal
year ending February 28, 1995.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- - -------------------------------------------------------------------------------
I PLAN TO ATTEND MEETING [ ]
Receipt of copies of the Annual Report to Shareholders, the Notice of the An-
nual Meeting of Stockholders and the Proxy Statement dated June 3, 1994 is
hereby acknowledged.
Signature(s) ___________________________ Date _______________________________
NOTE: Please date and sign exactly as the name appears on this proxy. Joint
owners should each sign. If the signer is a corporation, please sign full
corporate name by a duly authorized officer. Executors, trustees, etc. should
give full title as such. PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE U.S.A.
<PAGE>
COUNTRYWIDE CREDIT INDUSTRIES, INC.
TAX DEFERRED SAVINGS AND INVESTMENT (401(K)) PLAN
VOTING INSTRUCTIONS TO TRUSTEE FOR ANNUAL MEETING OF STOCKHOLDERS, JULY 13,
1994
As a participant in the Countrywide Credit Industries, Inc. Tax Deferred
Savings and Investment (401(k)) Plan, you have the right to give written
instructions to the Plan Trustee as to the voting at the Company's Annual
Meeting of Stockholders to be held on July 13, 1994 and at any adjournment
thereof of certain shares of the Company's common stock allocated to your
account. In this connection, please indicate your voting choices on the
reverse side of this card, sign and date it, and return this card promptly in
the postage paid envelope provided.
(Continued and to be signed on reverse side)
<PAGE>
[X] Please mark
your votes
as this
- - ----------------------
SOCIAL SECURITY NUMBER
UNMARKED VOTING INSTRUCTIONS SHALL BE VOTED IN FAVOR OF EACH OF THE LISTED
MATTERS UNLESS SPECIFIED TO THE CONTRARY.
1) To elect Ben M. Enis and Edwin Heller WITHHOLD
to the Board of Directors for a term VOTE VOTE
expiring at the 1997 Annual Meeting [ ] [ ]
2) To approve the selection of Grant FOR AGAINST ABSTAIN
Thornton as the Independent Accountants [ ] [ ] [ ]
to audit the Company's financial statements
for the fiscal year ending February 28, 1995.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- - -------------------------------------------------------------------------------
I PLAN TO ATTEND MEETING [ ]
Receipt of copies of the Annual Report to Shareholders, the Notice of the
Annual Meeting of Stockholders and the Proxy Statement dated June 3, 1994, is
hereby acknowledged.
Signature(s) ___________________________ Date _______________________________
NOTE: Please date and sign exactly as the name appears on this voting
instruction. Joint owners should each sign. Executors, trustees, etc. should
give full title as such. PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE U.S.A.
