<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 [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Countrywide Credit Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF COUNTRYWIDE CREDIT INDUSTRIES, INC.]
4500 PARK GRANADA BOULEVARD
CALABASAS, CALIFORNIA 91302
May 30, 1997
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the
1997 Annual Meeting of Stockholders of Countrywide Credit Industries, Inc. The
meeting will be held on July 9, 1997 in Salon E of the Warner Center Marriott
Hotel, 21850 Oxnard Street, Woodland Hills, 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.]
4500 PARK GRANADA BOULEVARD
CALABASAS, CALIFORNIA 91302
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 9, 1997
----------------
To the Stockholders:
The 1997 Annual Meeting of Stockholders of Countrywide Credit Industries,
Inc. (the "Company") will be held in Salon E of the Warner Center Marriott
Hotel, 21850 Oxnard Street, Woodland Hills, California on July 9, 1997 at
10:00 a.m. 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 2000 Annual Meeting.
2. To ratify the selection by the Board of Directors of Grant Thornton
LLP as independent certified public accountants of the Company for the
fiscal year ending February 28, 1998.
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 27, 1997 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: May 30, 1997
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.]
4500 PARK GRANADA BOULEVARD
CALABASAS, CALIFORNIA 91302
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
July 9, 1997
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 1997 Annual
Meeting of Stockholders to be held in Salon E of the Warner Center Marriott
Hotel, 21850 Oxnard Street, Woodland Hills, California on July 9, 1997 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 9,
1997.
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 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.
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 27, 1997 is entitled to notice of and
to vote at the Meeting and at any adjournment or adjournments thereof. On that
date, there were 106,418,416 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.
Abstentions from voting, which may be specified on all matters except the
election of directors, will be considered shares present and entitled to vote
on a matter and, accordingly, will have the same effect as a vote against a
matter.
The Company will pay the cost of the solicitation of proxies, including
preparing and mailing the Notice of Annual Meeting, this Proxy Statement and
the proxy card. Following the mailing of this Proxy Statement, directors,
officers and employees of the Company may solicit proxies by telephone,
facsimile transmission 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. The Company currently has six
directors. 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
Ben M. Enis and Edwin Heller expire at the Meeting, and each of them has been
nominated for election as a director for a new term which will expire at the
2000 annual meeting.
Directors will be elected by a plurality of the votes cast at the 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
---- ---------- --- --------
NOMINEES FOR ELECTION AS DIRECTORS--TERM EXPIRING 2000 (CLASS I)
<S> <C> <C> <C>
Ben M. Enis Professor of Marketing, 55 1984
University of Southern California;
Los Angeles, CA
Edwin Heller Attorney, Of Counsel, 67 1993
Fried, Frank, Harris, Shriver & Jacobson;
New York, NY
INCUMBENT DIRECTORS--TERM EXPIRING 1998 (CLASS II)
Robert J. Donato President 57 1993
Freedom Advisors, Inc.;
New York, NY
Harley W. Snyder Senior Vice President, Real Estate 64 1991
Whiteco Industries, Inc.;
Merrillville, IN
INCUMBENT DIRECTORS--TERM EXPIRING 1999 (CLASS III)
David S. Loeb Chairman of the Board and 73 1969
President of the Company
Angelo R. Mozilo Vice Chairman of the Board 58 1969
and Executive Vice President of the Company
</TABLE>
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 of CWM Mortgage Holdings, Inc.
("CWM"), formerly known as Countrywide Mortgage Investments, Inc., a publicly-
held real estate investment trust managed by a subsidiary of the Company,
since its inception in September 1985. He also served as Chief Executive
Officer of CWM from September 1985 to January 1997.
2
<PAGE>
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 served as President of CWM from its inception in
September 1985 to January 1997. He became Chief Executive Officer of CWM in
January 1997. He has been a director since October 31, 1985.
Robert J. Donato has been the President of Freedom Advisors, Inc., an
investment advisor company, since January 1997. Prior to his present position,
he was Executive Vice President, Director of Regional Institutional Sales for
PaineWebber Incorporated and was employed by PaineWebber Incorporated for more
than five years.
Ben M. Enis has been a Professor of Marketing, University of Southern
California, Los Angeles, California since 1982. He is also a director of
Protection One, Inc., a publicly traded company that provides security alarm
monitoring services for residential and small business subscribers.
Edwin Heller is an attorney and has been of counsel to the law firm of
Fried, Frank, Harris, Shriver & Jacobson since October 1996. Prior to his
current position, Mr. Heller was a partner in that law firm for more than five
years.
Harley W. Snyder is, and for more than five years has been, President of the
following companies: HSC, Inc., a real estate and development company; Harley
Snyder Co., Inc.--Construction and S-W Corporation. He is a director of Bank
One, Merrillville, N.A. and serves on the Board of Trustees of both Porter
Memorial Hospital and Valparaiso University. Since April 1997, Mr. Snyder has
also served as Senior Vice President, Real Estate, of Whiteco Industries,
Inc., a company engaged in outdoor advertising, family entertainment, hotels
and restaurants, land development and construction. Mr. Snyder was President
of the National Association of Realtors in 1983 and has served as a director
of that group since 1972.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES.
BOARD AND COMMITTEE MEETINGS
During the fiscal year ended February 28, 1997 ("fiscal 1997"), 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, 1997.
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, meets with the Company's internal
auditors to review policy and procedural matters and meets with management
on financial matters. Messrs. Donato (chairman), Enis and Snyder are
members of this committee which met six times during the fiscal year ended
February 28, 1997.
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, 1997.
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 other three highest compensated executive officers and
administers each of the Company's stock option and other benefit plans.
Messrs. Snyder (chairman), Donato and Enis are members of this committee.
The Compensation Committee met six times during the fiscal year ended
February 28, 1997.
3
<PAGE>
4. The Strategic Planning Committee examines the Company's role in both
the industries in which it operates and the general marketplace, as well as
other issues relating to the Company's operations and governance. Messrs.
Heller (chairman), Donato and Enis were members of this committee during
the fiscal year ended February 28, 1997. The Strategic Planning Committee
met two times during the fiscal year ended February 28, 1997.
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, 1997, the annual fee was $45,000, and, in
addition, the chairman of each committee received an additional $3,500 per
committee. Each director of the Company who is not an employee is entitled to
receive a non-discretionary stock option grant on the first business day in
June of each year under the Company's 1993 Stock Option Plan. 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. The options
have an exercise price equal to the fair market value of the common stock on
the date of grant and, subject to the Board's and/or the Compensation
Committee's ability to accelerate the vesting of these options, they become
exercisable one year after the grant date. On June 3, 1996, each director
except Mr. Heller received a stock option grant of 15,234 shares at an
exercise price of $22.81. On October 15, 1996, Mr. Heller received an option
grant of 15,234 shares at an exercise price of $26.63. On January 27, 1997,
the Compensation Committee (with Mr. Snyder abstaining) accelerated the
vesting of Mr. Snyder's options, received on June 3, 1996, from June 3, 1997
to December 3, 1996.
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,
1997. The directors can elect the interest rate credited to their deferred
fees under the plan at a rate equal to either (i) the Moody's Seasoned
Corporate Bond Index or (ii) the Company's after-tax return on weighted
average equity 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>
YEARS OF MONTHLY
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 three individuals in the position of Director Emeritus: Nathan Supak who
retired in April 1987 and is paid $2,533 per month, Victor R. Witt who retired
in August 1993 and is paid $3,048 per month, and Jack L. Bruckner who retired
in July 1994 and is paid $2,246 per month.
EXECUTIVE OFFICERS
The executive officers of the Company selected at the annual organizational
meeting of the Board of Directors held July 10, 1996 to serve at the pleasure
of the Board of Directors or subsequently appointed are as follows:
<TABLE>
<CAPTION>
EMPLOYED
NAME AGE OFFICE SINCE
---- --- ------ --------
<S> <C> <C> <C>
David S. Loeb 73 Chairman of the Board and President 1969
Vice Chairman of the Board and Executive
Angelo R. Mozilo 58 Vice President 1969
Senior Managing Director and Chief
Stanford L. Kurland 44 Operating Officer 1979
Kevin W. Bartlett 39 Managing Director, Secondary Markets 1986
Thomas H. Boone 42 Managing Director, Chief Loan
Administration Officer 1984
Carlos M. Garcia 41 Managing Director, Finance, Chief Financial
Officer and Chief Accounting Officer 1984
Marshall M. Gates 45 Managing Director, Developing Markets 1988
Gregory A. Lumsden 42 Managing Director, Originations 1983
David Sambol 37 Managing Director, Capital Markets 1985
Sandor E. Samuels 44 Managing Director, Legal, General Counsel
and Secretary 1990
</TABLE>
David S. Loeb is co-founder of the Company and has been President and
Chairman of the Board of the Company since its formation in March 1969. Mr.
Loeb has been Chairman of the Board of CWM since its inception in September
1985. He also served as Chief Executive Officer of CWM from September 1985 to
January 1997.
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 from its inception in
September 1985 to January 1997. He became Chief Executive Officer of CWM in
January 1997. He has been a director of CWM 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. He
was Senior Managing Director, Chief Financial Officer and Chief Operating
Officer from 1989 until March 1995 when he became Senior Managing Director and
Chief Operating Officer. Mr. Kurland has served as President and Chief
Operating Officer of Countrywide Home Loans, Inc. ("CHL"), the Company's
subsidiary engaged in mortgage lending and servicing since March 1995.
Kevin W. Bartlett joined the Company in 1986. He became a Managing Director
in May 1991. His title was changed to Managing Director, Secondary Markets in
1994.
Thomas H. Boone joined the Company as a Vice President in 1984 and became a
Managing Director in 1988. His title was changed to Managing Director, Chief
Loan Administration Officer in 1996.
5
<PAGE>
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. He became Managing
Director, Finance, Chief Financial Officer and Chief Accounting Officer in
March 1995.
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 and to Managing Director, Developing
Markets in 1996.
Gregory Lumsden joined the Company in 1983. He served as an Executive Vice
President of CHL from 1989 to 1996. In September 1996, he was appointed
Managing Director, Originations.
David Sambol joined the Company in 1985 and became Managing Director,
Capital Markets in July 1994. Since October 1993, he has also served as the
President and Chief Executive Officer of Countrywide Capital Markets, Inc., a
subsidiary of the Company which oversees the entities engaged in brokering
purchases and sales of mortgage loan servicing and underwriting and trading
mortgage-backed securities.
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.
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 1, 1997, (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 1, 1997).
<TABLE>
<CAPTION>
NAME AND ADDRESS OF NUMBER OF PERCENT
BENEFICIAL OWNER SHARES OF CLASS
------------------- --------- --------
<S> <C> <C>
Neuberger & Berman(1)................................. 14,678,600 13.82%
605 Third Avenue
New York, New York 10158
Oppenheimer Group, Inc.(2)............................ 15,529,829 14.62%
Oppenheimer Tower, World Financial Center
New York, New York 10281
Tiger Management Corporation(3)....................... 7,243,946 6.82%
101 Park Avenue
New York, New York 10178
</TABLE>
- --------
(1) Based upon a Schedule 13G dated February 13, 1997 filed with the Securities
and Exchange Commission.
(2) Based upon a Schedule 13G dated January 16, 1997 filed with the Securities
and Exchange Commission.
(3) Based upon a Schedule 13G dated February 12, 1997 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 1, 1997 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.
A<TABLE>
<CAPTION>
NAME OR NUMBER OF NUMBER OF PERCENT
PERSONS IN GROUP SHARES OWNED OPTIONS(1) TOTAL OF CLASS(2)
----------------- ------------ ---------- --------- -----------
<S> <C> <C> <C> <C>
David S. Loeb................ 1,699,834 722,174 2,422,008 2.3%
Angelo R. Mozilo............. 435,118(3) 740,643 1,175,761 1.1
Robert J. Donato............. 61,283(4) 5,326 66,609 --
Ben M. Enis.................. 37,846 57,610 95,456 --
Edwin Heller................. 1,067 0 1,067 --
Harley W. Snyder............. 12,285 0 12,285 --
Stanford L. Kurland.......... 83,294 290,272 373,566 --
David Sambol................. 1,742 42,050 43,792 --
Kevin W. Bartlett............ 448 44,876 45,324 --
All directors and executive
officers as a group (14
persons).................... 2,480,122 2,520,527 5,000,649 4.7
</TABLE>
- --------
(1) Represents shares subject to stock options that are exercisable on April
1, 1997 or become exercisable within 60 days of April 1, 1997.
(2) 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.
(3) Includes 723 shares owned by Mr. Mozilo's wife as to which Mr. Mozilo
disclaims beneficial ownership.
(4) Includes 5,000 shares owned by the Joseph and Susan Donato Family Trust
dated July 1, 1996, as to which Mr. Donato 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 compensated 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 ENDED OTHER ANNUAL STOCK OPTION ALL OTHER
PRINCIPAL POSITION FEBRUARY 28 (29) SALARY(1) BONUS(2) COMPENSATION(3) SHARES COMPENSATION(4)
------------------ ---------------- ---------- ---------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
David S. Loeb 1997 $1,214,770 $2,885,549 $23,018 1,364,093 $277,574
Chairman of the Board and 1996 966,000 2,256,870 6,735 179,246 302,110
President 1995 878,000 1,121,053 27,213 362,226 300,683
Angelo R. Mozilo 1997 1,212,973 2,885,549 33,870 1,364,093 183,275
Vice Chairman of the Board 1996 961,000 2,256,870 10,088 179,246 148,575
and Executive Vice 1995 873,000 1,121,053 16,954 362,226 123,570
President
Stanford L. Kurland 1997 675,000 903,295 20,025 150,000 93,806
Senior Managing Director 1996 566,667 750,000 4,115 48,000 67,462
and Chief Operating 1995 475,000 400,000 9,185 77,000 66,391
Officer
David Sambol 1997 318,750 492,228 5,819 35,000 21,643
Managing Director, Capital 1996 287,500 500,000 1,392 10,000 25,492
Markets 1995 250,000 500,000 777 19,000 22,353
Kevin W. Bartlett 1997 337,500 436,650 1,121 40,000 30,209
Managing Director, 1996 287,502 228,000 298 22,000 27,768
Secondary Markets 1995 250,008 150,000 395 36,000 26,877
</TABLE>
- --------
(1) Amounts shown for the indicated fiscal year include amounts deferred at
the election of the named executive officer pursuant to the Company's
401(k) plan and the officer's deferred compensation account.
(2) Amounts shown represent the dollar value of the bonus earned by the named
executive officer during the indicated fiscal year whether or not paid in
such fiscal year. Messrs. Loeb's and Mozilo's bonus amounts were awarded
pursuant to their employment agreements; Mr. Kurland's bonus amount was
awarded pursuant to the Company's Annual Incentive Plan; Mr. Sambol's
bonus amount was awarded pursuant to a formula which was approved by the
Compensation Committee; and Mr. Bartlett's bonus amount was awarded as
follows: $286,650 was awarded pursuant to a formula which was approved by
the Compensation Committee and $150,000 was approved by Messrs. Kurland
and Mozilo as a special allocation based on Mr. Bartlett's performance.
8
<PAGE>
(3) Amounts shown represent the portion of interest accrued on the account of
the named executive officer with respect to deferred compensation that
exceeds 120% of the applicable federal rate.
(4) Amounts shown for fiscal 1997 consist of the following: (i) Mr. Loeb:
Company contribution to deferred compensation account--$186,025; Company
paid life insurance premiums--$91,549; (ii) Mr. Mozilo: Company
contribution to 401(k) Plan--$4,500; Company contribution to deferred
compensation account--$158,700; Company paid life insurance premium--$450;
Company paid disability insurance premiums--$19,625; (iii) Mr. Kurland:
Company contribution to 401(k) Plan--$4,073; Company contribution to
deferred compensation account--$43,125; Company paid life insurance
premiums--$43,544; Company paid disability insurance premiums--$3,064;
(iv) Mr. Sambol: Company contribution to 401(k) Plan--$4,813; Company
contribution to deferred compensation account--$7,500; Company paid life
insurance premiums--$9,330; and (v) Mr. Bartlett: Company contribution to
401(k) Plan--$4,375; Company contribution to deferred compensation
account--$15,000; Company paid life insurance premiums--$10,834.
The following table sets forth information on the stock options granted to
the named executive officers in the fiscal year ended February 28, 1997.
STOCK OPTION GRANTS IN FISCAL YEAR 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE
OPTIONS TO EMPLOYEES PRICE EXPIRATION GRANT DATE
NAME GRANTED(#)(1) IN FISCAL YEAR ($/SHARE)(2) DATE PRESENT VALUE(3)
---- ------------- --------------- ------------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
David S. Loeb........... 364,093 8.14% $22.81 6/03/06 $2,564,271
1,000,000 22.37 23.19 7/11/06 7,158,700
Angelo R. Mozilo........ 364,093 8.14 22.81 6/03/06 2,564,271
1,000,000 22.37 23.19 7/11/06 7,158,700
Stanford L. Kurland..... 150,000 3.36 23.19 7/11/06 1,073,805
David Sambol............ 35,000 .78 23.19 7/11/06 250,555
Kevin W. Bartlett....... 40,000 .89 23.19 7/11/06 286,348
</TABLE>
- --------
(1) The 1,000,000 options granted to Messrs. Loeb and Mozilo which were
granted in lieu of grants to these individuals for fiscal years 1997, 1998
and 1999 will become exercisable at the rate of 33 1/3% on each of the
first, second, and third anniversaries of the grant date. All other
options included in the table become exercisable at the rate of 25% on
each of the first, second, third and fourth anniversaries 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.
(2) The exercise price is equal to the market value of the Common Stock on the
date of grant. Options were granted on June 3, 1996 and July 11, 1996.
(3) The present value of the options as of the grant date was calculated using
the Black-Scholes single option model. The assumptions used in the model
were: expected volatility of 25.7%, risk-free rate of return
(approximately equal to the five year Treasury rate at the grant date) of
6.6%, dividend yield of 1.4% and time to exercise of five 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.
9
<PAGE>
The following table sets forth information on stock option exercises during
the fiscal year and outstanding options and their value at February 28, 1997.
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, 1997(#) FEBRUARY 28, 1997($)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David S. Loeb........... 0 $ 0 560,665 1,750,595 $6,458,130 $12,637,590
Angelo R. Mozilo........ 17,713 272,266 579,134 1,750,594 6,683,838 12,637,580
Stanford L. Kurland..... 36,145 867,075 290,272 239,502 4,929,227 1,921,179
David Sambol............ 11,000 134,837 42,050 55,750 529,554 448,063
Kevin W. Bartlett....... 49,768 743,719 44,876 81,625 530,896 717,125
</TABLE>
PENSION PLAN
The following table illustrates annual pension benefits under the Company's
Defined Benefit Pension Plan (the "Pension Plan") for participants retiring in
1997 at age 65 payable in the form of a life annuity under various levels of
base 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>
REMUNERATION(1) YEARS OF SERVICE
--------------- ------------------------------------------
10 15 20 25 30 35
------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
$ 250,000....................... 27,090 47,900 63,220 78,540 93,870 109,190
300,000....................... 27,090 47,900 63,220 78,540 93,870 109,190
400,000....................... 27,090 47,900 63,220 78,540 93,870 109,190
450,000....................... 27,090 47,900 63,220 78,540 93,870 109,190
500,000....................... 27,090 47,900 63,220 78,540 93,870 109,190
1,000,000....................... 27,090 47,900 63,220 78,540 93,870 109,190
1,200,000....................... 27,090 47,900 63,220 78,540 93,870 109,190
</TABLE>
- --------
(1) As the result of a limitation under the Internal Revenue Code of 1986, as
amended (the "Code"), annual compensation in excess of $160,000 is not
taken into account when calculating benefits under the Pension Plan.
The compensation used for Pension Plan purposes is the amount shown in the
Salary column of the Summary Compensation Table, subject to the $160,000
limitation under the Code. Benefits are 100% vested after five years of
service. Certain provisions in the Pension Plan are effective in respect of a
Change in Control (as defined in the Pension Plan). These provisions prevent
the Pension Plan from being amended in a way that would negatively impact
participants and allow a participant to become fully vested if terminated for
reasons other than Cause (as defined in the Pension Plan) within two years
following a Change in Control. The years of credited service under the Pension
Plan for the named executive officers are: David S. Loeb, 28; Angelo Mozilo,
28; Stanford L. Kurland, 17; David Sambol, 11; and Kevin W. Bartlett, 9.
The Company adopted a Supplemental Executive Retirement Plan (the "SERP"),
effective in fiscal 1995, designed to provide executives with retirement
income equal to 70% of their average annual salary determined
10
<PAGE>
by averaging the five highest salaried years out of the ten years preceding
retirement. Benefits under the SERP are reduced by benefits the participant
receives from (i) the Pension Plan and (ii) the Company's contributions to the
participant's deferred compensation account. The annual benefit under the SERP
will be: Messrs. Mozilo, Kurland, Sambol and Bartlett (assuming retirement at
age 65) $370,998, $237,115, $357,055 and $221,466, respectively; and Mr. Loeb
(assuming retirement at age 80) $297,699.
The SERP provides for a lump sum payment to a participant, including an
executive officer listed in the Summary Compensation Table, in the event of a
"Change in Control" (as defined in the SERP). The lump sum payment is to be
made within 60 days of the Change in Control, and the amount paid is to be
determined as if employment terminated on the date the Change in Control
became effective.
EMPLOYMENT AGREEMENTS
As of March 26, 1996, the Company amended and restated the employment
agreements with David S. Loeb, Chairman of the Board and President of the
Company, and Angelo R. Mozilo, Vice Chairman of the Board and Executive Vice
President of the Company, which provide for certain compensation, death,
disability and termination benefits. These employment agreements provide for
the retention of Mr. Loeb's and Mr. Mozilo's services for the period
commencing July 10, 1996 and terminating on February 28, 2001.
Mr. Loeb's and Mr. Mozilo's employment agreements provide for a base salary
of $1,300,000 per year through fiscal year 2001. These employment agreements
provide for additional incentive compensation in each year during the term
thereof beginning in the fiscal year ended February 28, 1997 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. Pursuant to these employment agreements, the Company made a
grant to each of Messrs. Loeb and Mozilo of stock options in respect of
1,000,000 shares of Common Stock which vest ratably on each of the first three
anniversaries of the grant date. The employment agreements also authorize the
Compensation Committee to grant stock options, in amounts to be determined by
the Compensation Committee, to each of Messrs. Loeb and Mozilo in respect of
the fiscal years ending in 2000 and 2001.
The Company has also entered into an employment agreement with Stanford L.
Kurland, Senior Managing Director and Chief Operating Officer of the Company
and President and Chief Operating Officer of CHL providing for certain
compensation, death, disability and termination benefits. Mr. Kurland's
employment agreement is effective as of July 10, 1996 and provides for the
retention of Mr. Kurland's services through February 28, 1999. The employment
agreement provides for a base annual salary for Mr. Kurland of $675,000 for
the fiscal year ended February 28, 1997 with increases of no less than 5% or
more than 10% for fiscal years 1998 and 1999 as may be approved by the
Compensation Committee, based on the recommendation of Mr. Mozilo. The
Agreement provides for additional incentive compensation in respect of each
fiscal year ending during the term thereof in the form of an annual cash bonus
as determined in accordance with the Annual Incentive Plan which was approved
by the stockholders at the 1996 annual meeting. See "Executive Compensation
Annual Incentive Plan" below. The Agreement also provides for additional
incentive compensation in the form of grants of stock options under any stock
option plans which may exist or come into effect. In respect of each fiscal
year ending during the term of the Agreement, Mr. Kurland will be granted
options for no less than 75,000 and no greater than 175,000 shares of the
Company's Common Stock.
Messrs. Loeb's, Mozilo's and Kurland's employment agreements each provides
that in the event of disability, he shall receive annual compensation in an
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 or the Company's Pension Plan and any
compensation he may receive pursuant to any
11
<PAGE>
other employment. These payments shall be made until the earlier of the
officer's death, commencement of benefits under the Company's 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 employment 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 have been entitled. Messrs.
Loeb's, Mozilo's and Kurland's employment agreements provide for certain
benefits in the event of termination without cause (as defined in each of the
employment agreements) or if the officer terminates his employment under
specified conditions.
ANNUAL INCENTIVE PLAN
The Company has in place an Annual Incentive Plan which was approved by the
Company's stockholders at the 1996 annual meeting. The purposes of the Annual
Incentive Plan are to promote the profitability of the Company, provide
officers an opportunity to receive incentive compensation depending upon that
profitability and to attract, retain and motivate such individuals. All
officers of the Company are currently eligible for awards under the Annual
Incentive Plan. It is expected that Mr. Kurland will be the only participating
executive officer for the fiscal year ending February 28, 1998.
CHANGE IN CONTROL ARRANGEMENTS
On September 12, 1996, the Compensation Committee approved a Change in
Control Severance Plan (the "Severance Plan") which provides for a salary
continuation payment and certain other benefits for eligible employees whose
employment with the Company is terminated involuntarily after a Change in
Control (as defined in the Severance Plan) or who leave the Company following
a Change in Control if a specified change in their compensation, position or
employment location occurs. Employees who are eligible to participate in the
Severance Plan include all active full-time employees other than employees who
are covered under an individual employment or severance agreement which
provides for compensation and/or benefits upon termination of employment. The
amount of the separation payments is based on the employee's title and status
as an exempt or non-exempt employee within the meaning of the wage and hour
laws. In the event of a Change in Control, Messrs. Bartlett and Sambol would
be entitled to participate in the Severance Plan and they would each be
entitled to receive a salary separation payment of two years of their base pay
plus 200% of their average bonus as determined in accordance with the
Severance Plan. In addition, they would be entitled to receive medical,
health, dental and prescription drug benefits, long-term disability coverage
and life insurance and other death benefits coverage for a period of two years
following the date of termination.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is composed of Messrs. Snyder, Donato and Enis,
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 cash incentive compensation 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 stockholder interests. There is no fixed ratio of total
compensation to be represented by salary, incentive compensation or stock
options.
12
<PAGE>
COMPENSATION OF PRESIDENT, EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING
OFFICER
Compensation for fiscal 1997 for Messrs. Loeb, Mozilo and Kurland was
determined under their respective employment agreements. See "Executive
Compensation--Employment Agreements." Under these Agreements, Messrs. Loeb and
Mozilo each received a grant of stock options in respect of 1,000,000 shares
of Common Stock which vest ratably on each of the first three anniversaries of
the grant date. Each of these individuals also received stock options in
respect of 364,093 shares under their prior employment agreements. These
options are exercisable at the rate of 25% on each of the first, second,
third, and fourth anniversary of the grant date. Pursuant to his employment
agreement, Mr. Kurland received a grant of stock options in respect of 150,000
shares which are exercisable at the rate of 25% on each of the first, second,
third, and fourth anniversaries of the grant date.
As provided by their employment agreements, the annual incentives received
by Messrs. Loeb and Mozilo were determined by multiplying the prior year's
annual incentive by a performance ratio obtained by dividing the most recent
fiscal year's earnings per share by the prior year's earnings per share. The
performance ratio for the annual incentives paid with respect to fiscal 1997
was calculated by comparing earnings per share for fiscal year 1997 with
fiscal year 1996. Mr. Kurland's annual incentive was determined pursuant to
the Annual Incentive Plan which provides that Mr. Kurland will be awarded from
0% to 275% of a specified target bonus, subject to the satisfaction of certain
earnings per share and return on equity goals. Earnings per share increased in
fiscal 1997 compared to fiscal 1996 resulting in an increase in the annual
incentives paid to Messrs. Loeb, Mozilo and Kurland with respect to fiscal
1997.
COMPENSATION OF OTHER EXECUTIVES FOR FISCAL 1997
With respect to the base salaries and annual incentives for fiscal 1997 for
the two most highly paid executives excluding Messrs. Loeb, Mozilo and
Kurland, the Compensation Committee met with senior management to review
recommendations regarding their base salaries and annual incentive levels. The
decisions of the Compensation Committee with respect to the base salaries for
each such executive officer are subjective and were made after consideration
of the performance of the executive in his particular area of responsibility,
the executive's contribution to the Company's overall management team,
publicly available information as to 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. The annual
incentive paid to Mr. Sambol was approved by the Compensation Committee and
was based on a formula which was reviewed by that Committee. A portion of the
annual incentive paid to Mr. Bartlett was approved by the Compensation
Committee and based on a formula reviewed by the Compensation Committee, and
the remaining portion of his annual incentive was awarded by Messrs. Mozilo
and Kurland as a special allocation based on Mr. Bartlett's performance during
the year.
STOCK OPTIONS FOR FISCAL 1997
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. In the fiscal year ended February 28,
1994, the Compensation Committee studied comparisons of the amount of stock
options 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 1997 equaled 4.23% of the outstanding stock of the
Company at the end of the fiscal year due primarily to the grant of 1,000,000
stock options to each of Messrs. Loeb and Mozilo which options were granted in
lieu of grants to these individuals in fiscal years 1997, 1998 and 1999. If
the 1,000,000 stock option grants were allocated equally over fiscal years
1997, 1998 and 1999, the stock options granted in fiscal 1997 would equal
2.97% of the outstanding stock of the Company at the end of the fiscal year.
13
<PAGE>
Options were granted to executive officers on June 3, 1996 and July 11, 1996
based on the performance of the Company in fiscal 1996 compared to the
performance in fiscal 1995. The number of shares subject to the options
granted to each such executive officer increased from the prior year.
DEDUCTIBILITY OF COMPENSATION
Section 162(m) of 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 and not subsequently materially modified. Because their
employment agreements were entered into prior to this date, the compensation
paid to Messrs. Loeb and Mozilo has not been subject to this limit. The
Committee recognizes that the base salaries of Messrs. Loeb and Mozilo will
not be deductible to the extent they exceed $1 million, but considers this
additional amount not to be significant to the Company.
The Committee's policy on deductibility is generally to develop compensation
plans which provide for the payment of compensation that is tax deductible to
the Company, while recognizing that the legitimate interests of the Company
and its stockholders may at times be better served by compensation
arrangements which are not deductible.
The Compensation Committee
Harley W. Snyder, Chairman
Robert J. Donato
Ben M. Enis
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Snyder (chairman), Donato and
Enis. As noted below in the "Certain Transactions" section, Mr. Donato has
seven loans under the Financing Plan, with interest rates ranging from 5.61%
to 6.86%. Mr. Donato's highest aggregate indebtedness to the Company during
fiscal 1997 was $361,097 which indebtedness had been reduced to $331,085 which
amount was outstanding at February 28, 1997. Mr. Snyder has two mortgage loans
with the Company which were retained by the Company. These loans bear interest
at the rates of 7.0% and 8.0% per annum. Mr. Snyder's highest aggregate
indebtedness to the Company under these loans during fiscal 1997 was $892,754
which was the amount outstanding at February 28, 1997.
No member of the Compensation Committee was, during the fiscal year, an
officer or employee of the Company or any of its subsidiaries, nor was any
member of the Compensation Committee formerly an officer of the Company or any
of its subsidiaries. No executive officer of the Company served (i) as a
member of the compensation committee or board of directors of another entity,
one of whose executive officers served on the Compensation Committee or (ii)
as a member of the compensation committee of another entity, one of whose
executive officers served on the Board.
14
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG COUNTRYWIDE CREDIT INDUSTRIES, INC.,
S&P 500 INDEX AND S&P FINANCIAL INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period Countrywide Credit S&P 500 S&P FINANCIAL
(Fiscal Year Covered) Industries, Inc. INDEX INDEX
- ------------------- ------------------ ------- -------------
<S> <C> <C> <C>
Measurement Pt- 2/28/92 $100 $100 $100
FYE 1993 $143.52 $110.65 $127.54
FYE 1994 $111.55 $119.88 $133.55
FYE 1995 $111.29 $128.70 $145.14
FYE 1996 $146.07 $173.36 $213.84
FYE 1997 $205.10 $218.72 $303.20
</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, 1992 in each of the Company, the S&P 500 Index and
the S&P Financial Index. The results and comparisons shown in the graph above
are based upon historical data and are not indicative of, nor intended to
forecast, future performance of the Company's Common Stock.
15
<PAGE>
CERTAIN TRANSACTIONS
During fiscal 1997, the Company through its subsidiaries entered into
various transactions with CWM. Countrywide Asset Management Corporation
("CAMC"), a wholly owned subsidiary of the Company, has entered into an
agreement (the "Management Agreement") with CWM. CAMC has entered into a
subcontract with its affiliate, CHL, to perform such services for CWM and its
subsidiaries as CAMC deems necessary. In accordance with the Management
Agreement, CAMC advises CWM on various facets of its business and manages its
operations subject to the supervision of CWM's Board of Directors. For
performing these services, CAMC receives certain management fees and incentive
compensation. CWM incurred obligations to the Company for management fees and
incentive compensation during fiscal 1997 of $1.6 million and $8.6 million,
respectively. CWM has an option to purchase mortgage loans from the Company at
the prevailing market price. During the year ended February 28, 1997, CWM
purchased $51.5 million of mortgage loans pursuant to this option.
Subsidiaries of CWM have entered into servicing agreements with CHL providing
for the servicing of mortgage loans securing collateralized mortgage
obligations. Servicing fees under these agreements were approximately $0.2
million for the year ended February 28, 1997. The Company has reached an
agreement with CWM on restructuring the business relationship between the two
companies. Pursuant to the agreement, CWM will acquire the operations and
employees of CAMC, and in return, the Company will receive approximately
3.6 million newly issued shares of common stock of CWM. The proposed
transaction is structured as a merger of CAMC with and into CWM. The
transaction will close after regulatory and shareholder approvals are
obtained.
The Company maintains a plan (the "Financing Plan"), which was ratified and
approved by the stockholders, to facilitate the exercise of stock options.
During the fiscal year ended February 28, 1997, the amount of Mr. Loeb's loan
from the Company remaining outstanding under the Financing Plan was $202,428,
which amount was the highest aggregate indebtedness to the Company during
fiscal 1997 and bears an annual interest rate of 3.25%. At February 28, 1997
Mr. Donato had seven loans under the Financing Plan, with interest rates
ranging from 5.61% to 6.86% per annum. Mr. Donato's highest aggregate
indebtedness to the Company during fiscal 1997 was $361,097, which
indebtedness had been reduced to $331,085 at February 28, 1997. On April 23,
1997, Mr. Donato repaid two notes under the Financing Plan and his outstanding
balance was reduced to $268,702. Mr. Boone has four loans under the Financing
Plan with interest rates ranging from 6.36% to 7.25% per annum. His highest
aggregate indebtedness to the Company during fiscal year 1997 was $71,764 and
at February 28, 1997 the total outstanding indebtedness was $26,162.
During fiscal 1997, the Company made a mortgage loan to Harley Snyder which
was retained by the Company. The loan was in the initial principal amount of
$400,000 with interest payable at 8% per annum and is secured by real property
located in Valparaiso, Indiana. The note is payable in annual installments
with the first such installment due February 5, 1998. During fiscal 1996, the
Company made a mortgage loan to Mr. Snyder which was also retained by the
Company. This loan was in the initial principal amount of $496,000 with
interest payable at 7% per annum. This loan is secured by real property
located in Indian Wells, California. Mr. Snyder's highest aggregate
indebtedness to the Company under these loans during fiscal 1997 was $892,754
which was the amount outstanding at February 28, 1997.
Mr. Heller is of counsel to the law firm of Fried, Frank, Harris, Shriver &
Jacobson. This firm performed services for the Company in fiscal 1997, and the
Company intends to retain the services of this firm in fiscal 1998.
16
<PAGE>
PROPOSAL TWO
RATIFYING THE SELECTION OF INDEPENDENT ACCOUNTANTS
The Board has selected the accounting firm of Grant Thornton LLP ("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, 1998. Grant Thornton has continuously acted as
independent certified public accountants for the Company in respect of each 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, and entitled to vote 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 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, 1997. 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 that Messrs. Boone, Gates and Sambol
each filed one report late. In each case, the failure to timely file such
report was due solely to an inadvertent error of the Company and not the
reporting person.
ANNUAL REPORT AND FORM 10-K
The Annual Report to Stockholders, containing the consolidated financial
statements of the Company for the fiscal year ended February 28, 1997,
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, 1997, FILED WITH THE SEC,
INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, WITHOUT THE
ACCOMPANYING EXHIBITS, BY WRITING TO INVESTOR RELATIONS, COUNTRYWIDE CREDIT
INDUSTRIES, INC. 4500 PARK GRANADA BLVD., MSN CH-19, CALABASAS, CALIFORNIA
91302-1613, (818) 225-3550. 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.
17
<PAGE>
STOCKHOLDER PROPOSALS
Any proposal that a stockholder wishes to present for consideration at the
1998 Annual Meeting of Stockholders must be received by the Company no later
than January 31, 1998 for inclusion in the 1998 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 Article II, 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
May 30, 1997
18
<PAGE>
COUNTRYWIDE CREDIT INDUSTRIES, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, JULY 9, 1997
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 Warner Center, Marriott Hotel, 21850 Oxnard Street,
Woodland Hills, California on July 9, 1997 at 10:00 A.M. and any adjournment
thereof.
Receipt of copies of the Annual Report to Stockholders, the Notice of
the Annual Meeting of Stockholders and the Proxy Statement May 31, 1997 is
hereby acknowledged.
(Continued and to be marked, dated and signed on reverse side)
COUNTRYWIDE CREDIT INDUSTRIES, INC.
P.O. BOX 11148
NEW YORK, N.Y. 10203-11148
Comments:
- ---------------------------------------------
- ---------------------------------------------
- ---------------------------------------------
<PAGE>
UNMARKED PROXIES SHALL BE VOTED IN FAVOR OF EACH OF THE LISTED MATTERS UNLESS
SPECIFIED TO THE CONTRARY.
1. To elect to the Board of Directors for a term expiring at the 2000 Annual
Meeting.
FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below for all nominees listed below.
Nominees: Ben M. Enis and Edwin Heller
[INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.]
*Exceptions:
--------------------------------------------------------------------
2. To approve the selection of Grant Thornton LLP as the independent
Accountants to audit the Company's financial statements for the fiscal year
ending February 28, 1998.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Change of Address and
I PLAN TO ATTEND MEETING [ ] or Comments Mark Here [ ]
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.
Dated:
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Signature
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Signature
Votes must be indicated (x)
in Black or Blue Ink. [ ]
PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE U.S.A.
