<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
McM CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
MCM CORPORATION
702 OBERLIN ROAD
POST OFFICE BOX 12317
RALEIGH, NORTH CAROLINA 27605
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD DECEMBER 16, 1999
TO THE SHAREHOLDERS OF MCM CORPORATION:
The Annual Shareholders' Meeting of McM Corporation will be held on
Thursday, December 16, 1999, at 10:00 a.m. at the Executive Offices of McM
Corporation, 702 Oberlin Road, Raleigh, North Carolina, for the following
purposes:
A. To fix the number of directors for the coming year at six.
B. To elect six directors for one-year terms of office as shown
in the enclosed Proxy Statement.
C. To conduct such other business as may properly come before the
meeting.
You are cordially invited to attend this meeting in person, but if you
cannot be present, it is important that you sign, date and promptly return the
enclosed Form of Proxy in the enclosed postage-paid envelope so your vote may be
cast at the meeting.
Shareholders of record at the close of business on November 12, 1999,
the record date, are entitled to notice of and to vote at the Annual
Shareholders' Meeting and any adjournment thereof. Further information regarding
the meeting and the nominees for election as directors of McM Corporation is set
forth in the accompanying Proxy Statement.
By direction of the Board of Directors,
Michael D. Blinson
Senior Vice President/
Corporate Secretary
Date: November 22, 1999
Raleigh, North Carolina
Copies of the Form 10-K of McM Corporation for the year ended December
31, 1998, and the Form 10-Q for the period ended September 30, 1999, are
enclosed.
<PAGE> 3
MCM CORPORATION
PROXY STATEMENT
The following information is provided in connection with the
solicitation of proxies for the Annual Meeting of Shareholders of McM
Corporation (hereafter referred to as "McM" or the "Company") to be held at the
Executive Offices of McM Corporation, 702 Oberlin Road, Raleigh, North Carolina,
at 10:00 a.m. on Thursday, December 16, 1999. The address of McM's principal
executive offices is 702 Oberlin Road, Post Office Box 12317, Raleigh, North
Carolina 27605. This Proxy Statement and the attached Form of Proxy are being
mailed to the shareholders of the Company on or about November 22, 1999.
PROXY SOLICITATION
A Form of Proxy for use at the meeting is enclosed. This Form of Proxy
will be voted in accordance with the specifications made thereon if it is
properly executed and received by the Company prior to the time of the Annual
Meeting. WHERE A CHOICE HAS BEEN SPECIFIED IN A PROXY FOR OR AGAINST THE
PROPOSAL THEREIN, THIS PROXY WILL BE VOTED AS SPECIFIED. EACH PROXY WILL BE
VOTED FOR EACH PROPOSAL UNLESS A CONTRARY CHOICE IS SPECIFIED.
Directors are elected by a plurality of the votes cast by the shares
entitled to vote at the Annual Meeting. Accordingly, votes "withheld" for
director-nominee(s) will not count against the election of such
director-nominee(s). The vote of a simple majority of the total McM shares
represented at the Annual Meeting, present in person or by proxy, is required to
fix the number of directors. Abstentions and broker non-votes will not be
counted as votes cast and will have no effect on the result of the vote although
both will count toward the presence of a quorum.
This solicitation is being made by the Board of Directors of the
Company, and the cost of this solicitation will be borne by the Company.
A shareholder who signs and returns the enclosed Form of Proxy has the
power to revoke it at any time before it is voted by notifying the Corporate
Secretary of the Company in writing. Likewise, the enclosed proxy may be revoked
by any later dated proxy.
None of the matters expected to be presented at the Annual Meeting give
rise to a dissenting shareholder's right to appraisal.
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<PAGE> 4
CAPITAL STOCK
Only shareholders at the close of business on November 12, 1999, (the
"Record Date"), are entitled to vote at the Annual Meeting. On the Record Date
there were issued and outstanding 4,700,828 shares of common stock having a par
value of $1.00 per share. Each share shall be entitled to one vote.
PRINCIPAL SHAREHOLDERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference from Items 1(a), 10 and
12 of the Company's Form 10-K for the year ended December 31, 1998, (filed with
the Securities and Exchange Commission on March 31, 1999), a copy of which is
enclosed. The security ownership reported therein was still current as of
October 31, 1999.
The Trust Purchase Agreement between the McMillen Trust and IAT (more
particularly described in Item 1(a) of the Company's Form 10-K for the year
ended December 31, 1998, (which Item is incorporated herein by reference)
reflects the possibility of IAT's purchase in the future of the Trust's 51%
interest in the Company's voting securities. However, the Agreement provides
that IAT is not bound to purchase, nor is the Trust bound to sell, the subject
shares.
VOTING SECURITIES AND PRINCIPAL HOLDERS
As a result of the tender offer transaction consummated on October 1,
1998, between the Company and IAT (which transaction is more particularly
described in Item 1(a) of the Company's Form 10-K for the year ended December
31, 1998, (which Item is incorporated herein by reference) director Peter R.
Kellogg became the beneficial owner of 41.2% of the Company's voting stock. Mr.
Kellogg is the majority shareholder of IAT and is one of four directors on the
Board of Directors of IAT. The source of consideration for the tender offer
transaction was the liquid assets of IAT.
CORPORATE DEVELOPMENTS
The information called for is incorporated by reference from Items 1(a)
and 10 of the Company's Form 10-K for the year ended December 31, 1998, (filed
with the Securities and Exchange Commission on March 31, 1999), a copy of which
is enclosed.
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<PAGE> 5
ELECTION OF DIRECTORS
The Board proposes the election of six directors of the Company, all of
whom are currently directors of the Company, for a term of one year.
RESOLUTION DETERMINING NUMBER OF DIRECTORS TO BE ELECTED
The bylaws of McM provide that the number of members of the Board of
Directors shall be fixed by resolution of the shareholders. Accordingly, the McM
Board of Directors recommends adoption of the following resolution:
RESOLVED, pursuant to Article II, Section 1 of the Bylaws of McM
Corporation, that the number of directors of the Company is hereby
fixed at six.
NOMINEES
The six directors will be elected at the Annual Meeting for a term of
one year or until the election and qualification of their successors. It is not
expected that any nominee will be unavailable to serve, but if such an event
occurs, proxies will be voted for the election of a substitute nominee. All of
the nominees are currently directors of the Company and its two property and
casualty subsidiaries. Each of these directors, except Ms. Gorman, Mr. Kellogg
and Mr. Kerbs, who were appointed to the Board effective October 1, 1998,
received at least 98.3% of the shares voted in the last annual shareholders'
election of directors.
The following table sets forth the name and age of each
director-nominee, the nominee's occupation, including positions and offices with
the Company, the period during which he has served as a director, if applicable,
together with the number of shares of common stock beneficially owned, directly
or indirectly, by such director-nominee, if any, and the percentage of the
outstanding shares that any such ownership represented at the close of business
on October 31, 1999.
NOMINEE'S
NAME, PRINCIPAL
OCCUPATION (IN PERIOD OF AMOUNT AND PERCENT
ADDITION TO DIRECTOR, CONSECUTIVE NATURE OF CLASS
IF APPLICABLE) SERVICE OF BENEFICIAL BENEFICIALLY
AND ADDRESS AGE FROM OWNERSHIP OWNED
- --------------------- --- ----------- ------------- ------------
MICHAEL A. DIGREGORIO 53 1995 0 0
Vice President/Senior
Trust Counsel
Wilmington Trust Company
Wilmington, DE
3
<PAGE> 6
NOMINEE'S
NAME, PRINCIPAL
OCCUPATION (IN PERIOD OF AMOUNT AND PERCENT
ADDITION TO DIRECTOR, CONSECUTIVE NATURE OF CLASS
IF APPLICABLE) SERVICE OF BENEFICIAL BENEFICIALLY
AND ADDRESS AGE FROM OWNERSHIP OWNED
- --------------------- --- ----------- ------------- ------------
MARGUERITE R. GORMAN * 69 1998 0 0
Vice President
Spear, Leeds & Kellogg
New York, NY
PETER R. KELLOGG * 57 1998 1,938,592 41.2%
Senior Managing Director
Spear, Leeds & Kellogg
New York, NY
EDWARD A. KERBS * 48 1998 0 0
President
Oceanic Company, Inc.
Fair Haven, NJ
GEORGE E. KING 68 1989 0 0
Chairman/Chief
Executive Officer
McM Corporation
Raleigh, NC
STEPHEN L. STEPHANO 46 1992 0 0
President/Chief
Operating Officer
McM Corporation
Raleigh, NC
Share ownership of all Directors,
Nominees and Executive
Officers of McM as a
Group (6 persons) ..................... 1,938,592 41.2%
- ------------
* In Section 5.1 of the Offer and Rights Agreement (more particularly described
in Item 1(a) of the enclosed Form 10-K) the Company agreed to take all actions
necessary to cause IAT's designees to be elected as directors of the Company.
Likewise, in Section 5(a) of the Tender Agreement (more particularly described
in Item 1(a) of the enclosed Form 10-K) the directors of McM as of July 16,
1998, (including Messrs. DiGregorio, King and Stephano listed above), agreed to
appoint IAT designees to fill vacancies on the Company's Board of Directors.
IAT's designees are indicated above by an asterisk *.
4
<PAGE> 7
BUSINESS EXPERIENCE OF THE DIRECTORS
Mr. DiGregorio has served as a director of McM since May 1995. He has
also served for more than eight years as Vice President and Senior Trust Counsel
with Wilmington Trust Company in Wilmington, Delaware, where he manages the
Estate and Legal Services Division. A graduate of Temple University, Mr.
DiGregorio was admitted to the Pennsylvania Bar in 1979, and was then employed
as an Investigator for the United States Department of Labor. Prior to joining
Wilmington Trust, Mr. DiGregorio worked as an Employee Benefits Attorney for the
Fidelity Mutual Group in Radnor, Pennsylvania, and later at the law firm of
Stradley, Ronon, Stevens & Young in Philadelphia, Pennsylvania.
Ms. Gorman was appointed to serve as a director of McM on October 1,
1998. Ms. Gorman has worked for over forty years in the stock brokerage business
at Spear, Leeds & Kellogg, a New York brokerage firm. She currently serves as a
Vice President of Spear, Leeds & Kellogg.
Mr. Kellogg was appointed to serve as a director of McM on October 1,
1998. Mr. Kellogg has worked for over thirty years in the stock brokerage
business and has served as Senior Managing Director of Spear, Leeds & Kellogg, a
New York stock brokerage firm, for over 20 years. Mr. Kellogg also serves on the
Boards of Directors of the Ziegler Companies and Interstate Johnson/Lane, both
public companies.
Mr. Kerbs was appointed to serve as a director of McM on October 1,
1998. Mr. Kerbs has worked for over twenty years in the stock brokerage
business. From 1984 - 1996, Mr. Kerbs served as Managing Director with Spear,
Leeds & Kellogg, a New York stock brokerage firm. Since 1996, Mr. Kerbs has
served as President of Oceanic Company, Inc., a private financial consulting
firm.
Mr. King has served as a director of McM since February 1989. Mr. King
has also acted as Chairman of the Board of McM and Chairman of all of its
subsidiaries since February 1989 when he was named President and Chief Executive
Officer. He was elected Chairman Emeritus of McM in August 1996. He served as
President of McM subsidiaries Occidental Life and Peninsular Life Insurance
Companies until McM sold those companies on October 24, 1991. Through December
1988, Mr. King served as Executive Vice President of McM, to which position he
was named in January 1985. Prior to his affiliation with McM, Mr. King was
Deputy Commissioner and Chief Examiner with the North Carolina Department of
Insurance.
Mr. Stephano has served as a director of McM since August 1992. In
August 1996, he was elected President of McM. In March 1995, he was elected
Chief Executive Officer of McM subsidiaries Occidental Fire & Casualty Company
of North Carolina and Wilshire Insurance Company after having been named
President of both companies in July 1994. He was named Chief Operating Officer
of McM and its subsidiaries in September 1992. Previously, Mr. Stephano was
named Executive Vice
5
<PAGE> 8
President of McM in January 1988. He had been named Senior Vice President/Chief
Financial Officer of McM in January 1985. Mr. Stephano's various other previous
positions at McM have been Vice President, Chief Financial Officer and Treasurer
beginning in 1983; Vice President and Controller beginning in January 1983;
Controller beginning in 1982. Prior to his employment with McM, he served on the
professional staff of Ernst & Young, an international public accounting firm.
DIRECTORS' FEES
The information called for is incorporated by reference from Item 11 of
the Company's Form 10-K for the year ended December 31, 1998, (filed with the
Securities and Exchange Commission on March 31, 1999), a copy of which is
enclosed.
BOARD AND COMMITTEES OF THE BOARD
The Board of Directors met thirteen times in formal session during the
1998 fiscal year. Directors of the Board also met one time for a special
assignment during 1998.
The committees of the McM Board are Audit, Executive, Personnel,
Investment and Compensation. The Company does not have a nominating committee.
The Audit Committee met two times during 1998. Peter R. Kellogg
currently serves as Chairman. Through September 30, 1998, the Audit Committee
consisted of R. Peyton Woodson III, Michael A. DiGregorio, Laurence F. Lee, Jr.,
Laurence F. Lee III and Claude G. Sanchez, Jr. Effective October 1, 1998, the
Audit Committee consists of Mr. Kellogg, Edward A. Kerbs and Michael A.
DiGregorio. The Audit Committee reviews the arrangement, scope and results of
the external audit, considers comments made by the independent auditors with
regard to internal controls and the response of management to such comments.
The Executive Committee was reconstituted effective October 1, 1998.
The Executive Committee met one time during 1998, with George E. King acting as
Chairman. The Executive Committee consists of Mr. King, Peter R. Kellogg, Edward
A. Kerbs and Stephen L. Stephano. The Executive Committee has been granted the
authority of the Board in the management of the business affairs of McM when the
Board is not in session, including the responsibilities of the former Personnel
and Investment Committees.
The Personnel Committee met two times during 1998, with Michael A.
DiGregorio acting as Chairman. The Personnel Committee consisted of Michael A.
DiGregorio, George E. King, Laurence F. Lee, Jr., Laurence F. Lee III, Claude G.
Sanchez, Jr., Stephen L. Stephano and R. Peyton Woodson III and was responsible
for reviewing and monitoring compensation plans, including incentive
compensation and benefit plans, other than those addressed by the Compensation
Committee. As of
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October 1, 1998, the Personnel Committee's responsibilities were assumed by the
newly constituted Executive Committee.
The Investment Committee met two times during 1998, with Laurence F.
Lee, Jr. acting as Chairman. The Investment Committee consisted of Laurence F.
Lee, Jr., Michael A. DiGregorio, George E. King, Laurence F. Lee III, Claude G.
Sanchez, Jr., Stephen L. Stephano and R. Peyton Woodson III and was responsible
for formulating investment strategy and policy and ratifying all investment
transactions. As of October 1, 1998, the Investment Committee's responsibilities
were assumed by the newly constituted Executive Committee.
The Compensation Committee met three times during 1998. Mr. Laurence F.
Lee, III served as Chairman until October 1, 1998, when Peter R. Kellogg
succeeded him as Chairman. Through September 30, 1998, the Compensation
Committee consisted of Laurence F. Lee III, Michael A. DiGregorio, Laurence F.
Lee, Jr., Claude G. Sanchez, Jr. and R. Peyton Woodson III. Effective October 1,
1998, the Compensation Committee consists of Mr. Kellogg, Edward A. Kerbs and
Michael A. DiGregorio. The Compensation Committee, comprised of independent
directors who are not employees of McM or its subsidiaries, is charged with
administering and monitoring the compensation and incentive plans for executive
officers of McM and issues an annual report on compensation policies for
inclusion in McM's proxy statement.
EXECUTIVE OFFICERS OF MCM CORPORATION
Information regarding executive officers of McM, including the
executive officers' summary compensation table, the retirement plan description,
the retirement plan table and the table regarding aggregated option exercises in
the last fiscal year and fiscal year-end option values is incorporated by
reference from Item 11 of the Company's Form 10-K for the year ended December
31, 1998, (filed with the Securities and Exchange Commission on March 31, 1999),
a copy of which is enclosed.
7
<PAGE> 10
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change
on the cumulative total shareholder return on the Company's common stock against
the cumulative total return of the S&P 500 Composite Index and the Center for
Research in Security Prices Index (CRSP) for NASDAQ Stocks (U.S. Insurance
Companies) Insurance Composite, comprised of 125 listed insurance companies, for
the five-year period beginning December 31, 1993, and ending December 31, 1998.
The values are based on the assumption that the value of the investment in McM
and each comparative index was $100 on December 31, 1993, and that all dividends
are reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG MCM CORPORATION, S&P 500 INDEX AND
CRSP INDEX FOR NASDAQ STOCKS (U.S. COMPANIES)
CRSP Index for
Measurement Period McM S&P NASDAQ Stocks
(Fiscal Year Covered) Corp. 500 INDEX (U.S. Companies)
- --------------------- ----- --------- ----------------
Measurement Pt-12/31/93 $100 $100 $100
FYE 12/31/94 $181.8 $101.4 $ 94.1
FYE 12/31/95 $381.8 $139.5 $133.7
FYE 12/31/96 $386.0 $172.0 $152.4
FYE 12/31/97 $239.0 $229.6 $223.6
FYE 12/31/98 $271.1 $296.1 $199.2
8
<PAGE> 11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
McM subsidiary Occidental Fire & Casualty Company of North Carolina
("OF&C") is party to a Consulting Agreement dated January 1, 1999, with IAT
whereby IAT pays to OF&C quarterly fees for various administrative, management,
underwriting, claims, marketing, data processing and accounting services
provided by OF&C to IAT. Under the agreement, IAT pays to OF&C consulting fees
of $100,000.00 per calendar quarter.
McM subsidiary Equity Holdings, Inc. ("Equity") is party to an
Investment Agreement with IAT dated April 1, 1999, whereby Equity pays to IAT
annual fees for investment management services provided by IAT. The annual fees
paid by Equity to IAT could exceed $60,000.00 on an annual basis, depending on
the Risk Compensation (as defined in the Agreement) payable under the Agreement.
McM and IAT entered into an Offer and Rights Agreement dated July 16,
1998, setting forth certain duties in connection with the IAT tender offer
consummated on October 1, 1998. For a more detailed description of the Offer and
Rights Agreement, see Items 1(a) and 10 of the Company's Form 10-K for the year
ended December 31, 1998, which Items are incorporated herein by reference.
CERTAIN BUSINESS RELATIONSHIPS
Director-Nominee Peter R. Kellogg is the Executive Officer and
controlling shareholder of IAT. During 1998, IAT made cash contributions of $26
million to McM in exchange for 26,000 shares of Series B PIK Preferred Stock of
the Company. For a more detailed description of IAT's contribution, see Item
1(a) of the Company's Form 10-K for the year ended December 31, 1998, which Item
is incorporated herein by reference.
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors, which consists of
independent directors who are not employees of the Company or its subsidiaries,
has furnished the following report on executive compensation:
The Compensation Committee of the Board of Directors in place prior to
the consummation of the IAT tender offer made on October 1, 1998, focused
primarily on traditional, more formal methods of compensation geared to Company
profitability. After October 1, 1998, the membership of the Compensation
Committee changed and
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<PAGE> 12
the new Committee has pursued more progressive compensation policies focusing on
a more aggressive approach to compensation with lower base salaries that are
coupled with greater incentives available to executive officers in order to
motivate those executive officers to improve Company efficiency and overall
profitability.
The base salaries are fixed at competitive levels paid to senior
executives with comparable qualifications, experience and responsibilities as
other companies engaged in the same or similar businesses as McM. The Committee
reviews with the McM Board of Directors and recommends, and the Board approves,
with any modifications it deems appropriate, an annual salary plan for the
Company's executive officers (including the Chief Executive Officer). Such
salary plan is based on industry, peer group and national surveys and
performance judgments as to the past and expected future contributions of the
individual senior executives.
The incentive compensation plan for 1998 was closely tied to McM's
success in achieving the previous year's financial performance goals of the
ongoing property and casualty operations as defined in the McM Corporation Key
Executive Incentive Compensation Plan. Any incentive compensation provided under
the plan is dependent upon attaining a percentage of target plan income for each
year as defined by the plan. Portions of the incentive awards under the plan are
held back to be paid only upon the achievement of earnings performance in future
years. No incentive awards were made during 1998 and portions of incentive
awards from prior years that were being held back under the Plan were forfeited
because required earnings performance was not achieved.
Mr. King's base salary was increased 4% effective January 1, 1998. His
base salary was determined after a careful evaluation by the Compensation
Committee of competitive industry data and other subjective factors, including
the importance of and the skills required for this key position as well as Mr.
King's overall performance. Although the Compensation Committee has in the past
considered awards under the Company's Employee Incentive Stock Option Plan and
the Company's Equity Appreciation Rights Plan in developing compensation
packages for its executive officers, the newly constituted Compensation
Committee has determined not to utilize these plans at this time.
Respectfully submitted,
Compensation Committee
Peter R. Kellogg, Chairman
Michael A. DiGregorio
Edward A. Kerbs
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<PAGE> 13
INDEPENDENT AUDITORS
The Board of Directors has not selected independent auditors of McM for
the current fiscal year. The Audit Committee of the Board of Directors is
expected to formally complete its decision regarding auditors in the near
future. Ernst & Young, a nationally known firm of certified public accountants,
has served as auditors of McM since its formation.
Representatives of Ernst & Young will be present at the Annual Meeting.
They will be given the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.
ACTIONS TO BE TAKEN
The Annual Meeting is called for the purposes set forth in the Notice.
Management does not intend to present, and has not been informed that any other
person intends to present, any matters for action at the Annual Meeting other
than those specifically referred to in the Form of Proxy and this Proxy
Statement. If any other matters are properly brought before the Annual Meeting,
it is the intention of the proxy holders to vote on such matters in accordance
with their judgment.
SHAREHOLDER PROPOSALS
Appropriate proposals of shareholders intended to be presented at the
Company's next annual meeting of shareholders must be received by the Company by
August 17, 2000, for inclusion in its proxy statement and form of proxy relating
to that meeting.
ANNUAL REPORT TO SHAREHOLDERS
The 1998 Annual Report on Form 10-K of McM Corporation for the year
ended December 31, 1998, and the Form 10-Q for the period ended September 30,
1999, are enclosed. The sections entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations" from both reports are hereby
incorporated by reference.
11
<PAGE> 14
Appendix A
McM CORPORATION
702 Oberlin Road, Raleigh, North Carolina 27605
THIS PROXY IS SOLICITED ON BEHALF OF THE MANAGEMENT AND DIRECTORS OF
McM CORPORATION
The undersigned hereby appoints George E. King and Michael D. Blinson, or either
of them, with the full power of substitution, attorneys-in-fact to vote the
number of shares of McM Corporation the undersigned would be entitled to vote if
personally present at the annual shareholders' meeting of McM Corporation to be
held at the Executive Offices of McM Corporation, 702 Oberlin Road, Raleigh,
North Carolina at 10:00 a.m., Eastern Time, December 16, 1999, and any
adjournment, recess or postponement thereof, for the transaction of such
business as may properly come before the meeting and specifically for the
matters set forth on the reverse side.
This Proxy, when properly executed and received prior to the meeting, will be
voted in the manner directed herein by the undersigned. You are urged to mark
the boxes you deem appropriate and otherwise complete this proxy according to
your judgment; however, if no direction is given, the proxy will be voted FOR
proposals 1 and 2.
- -------------------------------------------------------------------------------
Please sign, date and return this proxy in the enclosed postage-paid envelope.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Please sign exactly as shares are registered. If shares are held by joint
tenants, all parties in the joint tenancy must sign. When signing as attorney,
executor, administrator, trustee or guardian, please indicate the capacity in
which signing. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership or limited liability
company, please sign in partnership or limited liability company name by
authorized person.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED?
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
-----------------------------------
McM CORPORATION
-----------------------------------
CONTROL NUMBER:
RECORD DATE SHARES:
-------------------------------
Please be sure to sign and date this Proxy. Date
- ------------------------------------------------------------------------------
- ------------------------------------- -------------------------------------
Shareholder sign here Co-owner sign here
1. Resolution to fix the number of Directors at six.
For Against Abstain
[ ] [ ] [ ]
2. Election of Directors:
Michael A. DiGregorio
Marguerite R. Gorman
Peter R. Kellogg
Edward A. Kerbs
George E. King
Stephen L. Stephano
For All With- For All
Nominees hold Except
[ ] [ ] [ ]
NOTE: If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the name(s) of the nominee(s).
Your shares will be voted for the remaining nominee(s).
3. In their discretion, the attorneys-in-fact are authorized to vote upon such
other matters as may properly come before the meeting.
Mark box at right if an address change has been noted [ ]
on the reverse side of this card.
DETACH CARD DETACH CARD
