SECURITY NATIONAL FINANCIAL CORPORATION
August 10, 1995
Dear Shareholder:
On behalf of the Board of Directors, it is my pleasure to
invite you to attend Security National Financial Corporation's
Annual Meeting of Shareholders to be held on September 25,
1994 at 12:00 noon, Mountain Daylight Savings Time, at
Mountain View Cemetery, 3115 East 7800 South, Salt Lake City,
Utah.
The matters to be addressed at the meeting will include the
election of nine directors. I will also report on the
business activities of the Company and answer any shareholder
questions.
Your vote is very important. We hope you will take a few
minutes to review the Proxy Statement and complete, sign, and
return your Proxy Card in the envelope provided, even if you
plan to attend the meeting. Please note that sending us your
Proxy will not prevent you from voting in person at the
meeting, should you wish to do so.
Thank you for your support of Security National Financial
Corporation. We look forward to seeing you in Salt Lake City.
Sincerely yours,
SECURITY NATIONAL
FINANCIAL CORPORATION
George R. Quist
President and Chief
Executive Officer
<PAGE>
SECURITY NATIONAL FINANCIAL CORPORATION
5300 South 360 West, Suite 310
Salt Lake City, Utah 84123
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
of Security National Financial Corporation (the "Company"), a
Utah corporation, will be held on September 25, 1995, at
Mountain View Cemetery, 3115 East 7800 South, Salt Lake City,
Utah, at 12:00 noon, to consider and act upon the following:
<TABLE>
<CAPTION>
<C> <S>
1. To elect a Board of Directors consisting of nine
directors (three directors to be elected exclusively by
the Class A common stockholders voting separately as a
class and the remaining six directors to be elected by the
Class A and Class C common stockholders voting together)
to serve until the next Annual Meeting of Stockholders or
until their successors are elected and qualified; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
</TABLE>
The foregoing items of business are more fully described in
the Proxy Statement accompanying this Notice.
The Board of Directors has fixed the close of business on July
20, 1995, as the record date for the determination of
stockholders entitled to notice of and to vote at the annual
meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. A
PROXY STATEMENT AND PROXY CARD ARE ENCLOSED HEREWITH. WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN, DATE AND
RETURN THE PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE
SO THAT YOUR SHARES MAY BE VOTED AT THE MEETING. THE GIVING
OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE MEETING.
By Order of the Board of Directors
William C. Sargent
Secretary
Salt Lake City, Utah, August 10, 1995
<PAGE>
SECURITY NATIONAL FINANCIAL CORPORATION
5300 South 360 West, Suite 310
Salt Lake City, Utah 84123
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held September 25, 1995
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Security
National Financial Corporation (the "Company") for use at the
Annual Meeting of Stockholders to be held on September 25,
1995, at Mountain View Cemetery, 3115 East 7800 South, Salt
Lake City, Utah,at 12:00 noon, or at any adjournment or
postponement(s) thereof (the "Annual Meeting"). The shares
covered by the enclosed Proxy, if such is properly executed
and received by the Board of Directors prior to the meeting,
will be voted in favor of the proposals to be considered at
the Annual Meeting, and in favor of the election of the
nominees to the Board of Directors (three nominees to be
elected by the Class A common stockholders voting separately
as a class and six nominees to be elected by the Class A and
Class C common stockholders voting together) as listed unless
such Proxy specifies otherwise, or the authority to vote in
the election of directors is withheld. A Proxy may be revoked
at any time before it is exercised by giving written notice to
the Secretary of the Company at its above address.
Stockholders may vote their shares in person if they attend
the Annual Meeting, even if they have executed and returned a
Proxy. This Proxy Statement and accompanying Proxy Card were
mailed to stockholders on or about August 10, 1995.
Your vote is important. Please complete and return the Proxy
Card so your shares can be represented at the Annual Meeting,
even if you plan to attend in person.
If a shareholder wishes to assign a proxy to someone other
than the Directors' Proxy Committee, all three names appearing
on the Proxy Card must be crossed out and the name(s) of
another person or persons (not more than three) inserted. The
signed card must be presented at the meeting by the person(s)
representing the shareholder.
The cost of this solicitation will be borne by the Company.
The Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners.
Proxies may also be solicited by certain of the Company's
directors, officers, and regular employees, without additional
compensation.
The matters to be brought before the Annual Meeting are (1)
the election of directors to serve for the ensuing year, and
(2) any other business as may properly come before the Annual
Meeting.
<PAGE>
VOTING SECURITIES
Only holders of record of Common Stock at the close of
business on July 20, 1995, will be entitled to vote at the
Annual Meeting. As of March 31, 1995, there were issued and
outstanding 3,026,394 hares of Class A Common Stock, $2.00 par
value per share, and 2,250,765 shares of Class C Common Stock
$.40 par value per share resulting in a total of 5,277,159
shares of both Class A and Class C Common Stock outstanding.
A majority of the outstanding shares (2,638,580) of Common
Stock will constitute a quorum for the transaction of business
at the meeting.
The holders of either class of Common Stock of the Company are
entitled to one vote per share. Cumulative voting is not
permitted in the election of directors.
The Articles of Incorporation of the Company provide that the
Class A common stockholders and Class C common stockholders
have different voting rights in the election of directors.
The Class A common stockholders voting separately as a class
will be entitled to vote for three of the nine directors to be
elected (the nominees to be voted upon by the Class A
stockholders separately consist of Messrs. William C. Sargent,
Richard E. Myers and R.A.F. McCormick). The remaining six
directors will be elected by the Class A and Class C common
stockholders voting together, (the nominees to be so voted
upon consist of, Messrs. George R. Quist, Scott M. Quist,
Charles L. Crittenden, Sherman B. Lowe, Nathan H. Wagstaff and
W. Lowell Steen). For the other business to be conducted at
the Annual Meeting, the Class A and Class C common
stockholders will vote together, one vote per share. Class A
common stockholders will receive a different form of Proxy
than the Class C common stockholders.
ELECTION OF DIRECTORS
There are three committees of the Board of Directors which
meet periodically during the year, the Audit Committee, the
Compensation Committee, and the Executive Committee. The
Board of Directors does not have a Nominating Committee.
The Compensation Committee is responsible for recommending to
the Board for approval the annual compensation of each
executive officer of the Company and the chief executive
officers of the Company's subsidiaries, developing policy in
the areas of compensation and fringe benefits, contributions
under the Employee Stock Ownership Plan and the creation of
other employee compensation plans. The Compensation Committee
consists of Messrs. Charles L. Crittenden, Sherman B. Lowe,
George R. Quist and W. Lowell Steen. During 1994 the
Compensation Committee met on two occasions.
The Audit Committee directs the auditing activities of the
Company's internal auditors and outside public accounting firm
and approves the services of the outside public accounting
firm. The Audit Committee consists of Messrs. Charles L.
Crittenden, Sherman B. Lowe, and Nathan H. Wagstaff. During
1994 the Audit Committee met on two occasions.
<PAGE>
The Executive Committee reviews Company policy, major
investment activities and other pertinent transactions of the
Company. The Executive Committee consists of Messrs. Richard
E. Myers, George R. Quist, Scott M. Quist, and William C.
Sargent. During 1994 three of the four members of the
Executive Committee met on five occasions.
During 1994 there were six meetings of the Company's Board of
Directors.
The By-laws of the Company provide that the Board of Directors
shall consist of not less than three nor more than eleven
members. The term of office of each director is for a period
of one year or until the election and qualification of his
successor. Directors need not be a resident of the State of
Utah but must be a stockholder of the Company.
The size of the Board of Directors of the Company for the
coming year is nine members. Unless authority is withheld by
your Proxy, it is intended that the Common Stock represented
by your Proxy will be voted for the respective nominees listed
below. If any nominee should not serve for any reason, the
Proxy will be voted for such person as shall be designated by
the Board of Directors to replace such nominee. The Board of
Directors has no reason to expect that any nominee will be
unable to serve. There is no arrangement between any of the
nominees and any other person or persons pursuant to which he
was or is to be selected as a director. There is no family
relationship between or among any of the nominees, except that
Scott M. Quist is the son of George R. Quist.
The Nominees
The nominees to be elected by the holders of Class A Common
Stock are as follows:
<TABLE>
<CAPTION>
Position(s)
with
Name Age Since the Company
- ---- ---- ------- -----------
<S> <C> <C> <C>
William C.
Sargent 66 February 1980 Senior Vice President,
Secretary and Director
Richard E.
Myers 62 December 1990 Director
R.A.F.
McCormick 81 October 1979 Director
</TABLE>
The nominees for election by the holders of Class A and
Class C Common Stock, voting together, are as follows:
<TABLE>
<CAPTION>
Position(s)
with
Name Age Since the Company
- ---- ------ ------ ------------
<S> <C> <C> <C>
George R.
Quist 74 October 1979 Chairman of the
Board, President
and Chief Executive
Officer
Scott M.
Quist 41 May 1986 First Vice
President, General
Counsel, Treasurer
and Director
</TABLE>
<TABLE>
<CAPTION>
Position(s)
with
Name Age Since the Company
- ---- ---- ------ -------------
<S> <C> <C> <C>
Charles L.
Crittenden 75 October 1979 Director
Sherman B.
Lowe 80 October 1979 Director
Nathan H.
Wagstaff 74 October 1979 Director
W. Lowell
Steen 80 October 1979 Director
</TABLE>
The following is a description of the business experience of
each of the nominees and directors.
George R. Quist, age 74, has been Chairman of the Board of
Directors, President and Chief Executive Officer of the
Company since October 1979. From 1946 to 1960, he was an
agent, District Manager and Associate General Agent for
various insurance companies. From 1960 to 1964, he was
Treasurer and Executive Vice President of Pacific Guardian
Life Insurance Company. Mr. Quist also served from 1981 to
1982 as the President of The National Association of Life
Companies, a trade association of 642 life insurance
companies, and from 1982 to 1983 as its Chairman of the
Board.
William C. Sargent, age 66, has been Senior Vice President
of the Company since 1980, Secretary since October 1993, and
a director since February 1980. Prior to that time, he was
employed by Security National as a salesman and agency
superintendent.
Scott M. Quist, age 41, has been General Counsel of the
Company since 1982, a Vice President since 1983, Treasurer
since October 1993, and a director since May, 1986. From
1980 to 1982, Mr. Quist was a tax specialist with Peat,
Marwick, Main, & Co., in Dallas, Texas. Since 1986 he has
been a director of The National Association of Life
Companies, a trade association of 642 insurance companies
and its Treasurer until its merger with the American Council
of Life Companies. Mr. Quist is currently a member of the
Board of Governors of the Forum 500 Section (representing
small companies) of the American Council of Life Insurance.
Mr. Quist has also been a director since November 1993 of
Key Bank of Utah.
Charles L. Crittenden, age 75, has been a director of the
Company since October 1979. Mr. Crittenden is sole
stockholder of Crittenden Paint & Glass Company since 1958.
He is a 50% stockholder of Crittenden Enterprises, a real
estate development company and Chairman of the Board of
Linco, Inc.
Sherman B. Lowe, age 80, has been a director of the Company
since October 1979. Mr. Lowe was formerly President and
Manager of Lowe's Pharmacy, Salt Lake City, Utah, for the
past 30 years. He is now retired. He is a one-third owner
of Burton-Lowe Ranches, a general partnership.
<PAGE>
R.A.F. McCormick, age 81, has been a director of the Company
since October 1979. He is the past Vice President of Sales
for Cloverclub Foods. He is now retired.
Richard E. Myers, age 62, was elected a director of the
Company on December 27, 1990. Mr. Myers is President and
majority owner of Myers Mortuary located in Ogden, Utah.
Myers Mortuary owns a percentage interest in the Evergreen
Memorial Park, which is jointly owned with Security National
Financial Corporation. He is past President of the National
Funeral Directors Association and the Utah Funeral Directors
Association. Mr. Myers has been a funeral director for over
40 years and is serving on the Board of Trustees of the
McKay Dee Hospital. He previously served as Chairman of the
Board of Trustees of Weber State University.
W. Lowell Steen, age 80, has been a director of the Company
since October 1979. He has been a real estate investment
broker for the last 13 years. Prior to that time, he was a
large-scale rancher, food processor, and in related
concerns. Currently, he is President and sole stockholder
of Lowell Steen, Inc., a real estate company.
Nathan H. Wagstaff, age 74, has been a director of the
Company since October, 1979. He has served as President and
Chairman of the Board of Directors of Nate Wagstaff Company,
Inc., since 1975. He has also served as President and
General Manager of Western States Distribution Company,
Highland Petroleum Company, Inc., and Holiday Oil Company.
Mr. Wagstaff is the sole stockholder of Nate Wagstaff
Company, Inc., an oil distribution company.
Executive Officers
The following table sets forth certain information with
respect to the executive officers of the Company (the
business biographies for the first three individuals are set
forth above):
<TABLE>
<CAPTION>
Name Age Title
- -------- ----- -------
<S> <C> <S>
George R. Quist1 74 Chairman of the Board,
President and Chief
Executive Officer
Scott M. Quist1 41 First Vice President,
General Counsel and
Treasurer
William C. Sargent 66 Senior Vice President and
Secretary
</TABLE>
1George R. Quist is the father of Scott M. Quist.
The Board of Directors of the Company has a written
procedure which requires disclosure to the Board of any
material interest or any affiliation on the part of any of
its officers, directors or employees which is in conflict or
may be in conflict with the interests of the Company.
<PAGE>
No director, officer or 5% stockholder of the Company or its
subsidiaries, or any affiliate thereof has had any
transactions with the Company or its subsidiaries during
1994 or 1993 other than employment arrangements or as
described above.
None of the Directors are board members of any other company
having a class of equity securities registered under the
Securities Exchange Act of 1934, as amended, or any company
registered as an investment company under the Investment
Company Act of 1940, as amended, with the exception of Scott
M. Quist, who is a director of Key Bank of Utah. All
directors of the Company hold office until the next annual
meeting of stockholders, until their successors have been
elected and qualified, or until their earlier resignation or
removal.
<PAGE>
PRINCIPAL STOCKHOLDERS AND STOCK HOLDINGS OF MANAGEMENT
The following table sets forth security ownership information of the Company's
Class A and Class C Common Stock as of April 30, 1995, (i) for persons who
who own beneficially more than 5% of the Company's outstanding Class A or
Class C Common Stock, (ii) each director of the Company, and (iii) for all
executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Class A
Class A Class C and Class C
Common Stock Common Stock Common Stock
-------------- ------------- --------------
Name and Amount Amount Amount
Address of Benefi- Percent Benefi- Percent Benefi- Percent
Beneficial cially of cially of cially of
Owner Owned Class Owned Class Owned Class
- ---------- -------- ------- -------- ------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
George R. Quist
4491 Wander
Lane
Salt Lake City,
Utah 84117 219,444(1)(2) 7.3 1,109,828(1)(2) 49.3 1,329,272(1)(2) 25.2
William C. Sargent
4974 Holladay Blvd.
Salt Lake City,
Utah 84115 56,065(1)(2) 1.9 131,702(1)(2) 5.9 187,767(1)(2) 3.6
Employee Stock
Ownership Plan(3)
5300 South 360 West
Suite 310
Salt Lake City,
Utah 84123 573,665 19.0 484,263 21.5 1,057,928 20.0
Charles L. Crittenden
248 - 24th Street
Ogden, Utah 84404 -- * 73,554 3.3 73,554 1.4
Sherman B. Lowe
2197 South 2100 East
Salt Lake City,
Utah 84109 17,487 * 80,385 3.6 97,872 1.9
Richard E. Myers
845 Washington Blvd.
Ogden, Utah 84404 1,778 * -- * 1,778 *
R.A.F. McCormick
400 East Crestwood
Road
Kaysville,
Utah 84037 8,387(1) * 41,938(1) 1.9 50,325(1) 1.0
Scott M. Quist
7 Wanderwood Way
Sandy, Utah 84094 31,117 1.0 22,090 1.0 53,207 1.0
W. Lowell Steen
12705 SW River Rd.
Apt. 507A
Lake Osewego,
Oregon 97034 200 * 730 * 930 *
Nathan H. Wagstaff
2131 King Street
Salt Lake City,
Utah 84109 20,945 * 78,867 3.5 99,812 1.9
Associated Investors(4)
5300 So. 360 W.
Suite 310
Salt Lake City,
Utah 84123 60,773 2.0 202,025 9.0 262,798 5.0
All directors and
executive
officers (9
persons) 355,423 11.7 1,539,094 68.4 1,894,517 35.9
</TABLE>
<PAGE>
* Less than one percent
(1) Does not include 573,600165 shares of Class A Common
Stock and 484,263 shares of Class C Common Stock owned by
the Company's Employee Stock Ownership Plan (ESOP), of which
George R. Quist, William C. Sargent, and R.A.F. McCormick
are the trustees and accordingly, exercise shared voting and
investment powers with respect to such shares.
(2) The number of shares shown in the table for George R.
Quist and William C. Sargent does not include 60,773 shares
of Class A Common Stock and 202,025 shares of Class C Common
Stock owned by Associated Investors, a Utah general
partnership, of which these individuals are the managing
partners and, accordingly, exercise shared voting and
investment powers with respect to such shares.
(3) The trustees of the Employee Stock Ownership Plan
(ESOP) are George R. Quist, William C. Sargent, and R.A.F.
McCormick, who exercise shared voting and investment powers.
(4) The managing partners of Associated Investors are
George R. Quist and William C. Sargent, who exercise shared
voting and investment powers.
The Company's officers and directors, as a group, own
beneficially approximately 35.9% of the outstanding shares
of the Company's Class A and Class C Common Stock.
Executive Compensation
The following table discloses compensation received by the
Company's Chief Executive Officer and the three other most
highly compensated executive officers who were serving as
executive officers at December 31, 1994.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
Other
Annual
Name and Compen-
Principal Position Year Salary Bonus sation(2)
- ------------------ ----- ------ ----- ---------
<S> <C> <C> <C> <C>
George R. Quist(1) 1994 $102,245 $15,303 $2,400
Chairman of the
Board, President 1993 101,223 15,303 2,400
and Chief
Executive Officer 1992 93,325 14,857 2,400
William C. Sargent 1994 82,777 10,725 4,500
Senior Vice
President,
Director and 1993 90,842 7,725 4,500
Secretary 1992 79,671 5,000 4,500
Scott M. Quist(1) 1994 82,502 12,000 7,200
First Vice
President,
General Counsel, 1993 73,518 9,246 7,200
Director and
Treasurer 1992 66,936 8,977 6,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Long-Term
Compensation
--------------
Awards Payouts
------- -------
All
Stock Other
Name and Options Incentive Compen-
Principal Position Year (Shares) Payouts sation(3)
- ------------------ ------ --------- ---------- ----------
<S> <C> <C> <C> <C>
George R. Quist(1) 1994 0 0 $ 8,263
Chairman of the 1993 50,000 0 14,600
Board, President 1992 0 0 13,955
and Chief
Executive Officer
William C. Sargent 1994 0 0 $ 4,020
Senior Vice 1993 40,000 0 8,608
President, 1992 0 0 7,546
Director and
Secretary
Scott M. Quist(1) 1994 0 0 $ 3,924
First Vice 1993 0 0 3,924
President, 1992 0 0 6,619
General Counsel,
Director and
Treasurer
_____________________________
</TABLE>
(1) George R. Quist is the father of Scott M. Quist.
(2) The amounts indicated under "Other Annual Compensation"
for 1994 consist of payments related to the operation of
automobiles by the named executive officers. However such
payments do not include the furnishing of an automobile by
the Company to George R. Quist, William C. Sargent and Scott
M. Quist nor the payment of insurance and property taxes
with respect to the automobiles operated by the named
executive officers.
(3) The amounts indicated under "All Other Compensation"
for 1994 consist of (a) amounts contributed by the Company
into a trust for the benefit of the named executive officers
under the Employee Stock Ownership Plan (George R. Quist,
$3,526; William C. Sargent, $2,805; and Scott Quist,
$2,709); (b) insurance premiums paid by the Company with
respect to a group life insurance plan for the benefit of
the named executive officers ($2,522 for all named executive
officers as a group, or $92.00 for George R. Quist, $1,215
for William C. Sargent and Scott M. Quist, and $1,215 for
each individual officer); and (c) life insurance premiums
paid by the Company for the benefit of the family of Mr.
George R. Quist ($4,645).
The Company's Board of Directors has a written procedure
which requires disclosure to the Board of any material
interest or any affiliation on the part of any of its
officers, directors or employees which is in conflict or may
be in conflict with the interests of the Company.
<PAGE>
No director, officer or 5% stockholder of the Company or its
subsidiaries, or any affiliate thereof, has engaged in any
business transactions with the Company or its subsidiaries
during 1993 or 1994 other than as described herein.
The following table shows the number of shares covered by
all exercisable and non-exercisable stock options held by
the named executive officers as of December 31, 1994. Also
reported are the year-end values for their exercised "in-
the-money" options, which represent the positive spread
between the exercise price of any such options and the year-
end market price of the Company's Class A Common Stock.
Option Exercises and Fiscal Year-End Values
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options In-the-Money
Held at Options at
December 31, December 31,
1994 1994
------------ -------------
Exercis- Unexercis- Exercis- Unexercis-
Name able able able able
- ----- --------- --------- --------- ----------
<S> <C> <C> <C> <C>
George R.
Quist. . . . .105,000 25,000 $0 $0
William C.
Sargent . . . 43,200 20,000 0 0
Scott M.
Quist. . . . . 47,000 0 0 0
</TABLE>
None of the named executive officers exercised options
during 1994. Messrs. George R. Quist and William C. Sargent
were granted options to purchase 50,000 shares and 40,000
shares, respectively, on April 29, 1994 under the 1993 Stock
Option Plan. Of these recently granted options, 50% were
exercisable on April 29, 1993 and the remaining 50% were
exercisable on April 29, 1994.
Retirement Plans
George R. Quist, who has been Chairman, President and Chief
Executive Officer of the Company since 1979, has a Deferred
Compensation Agreement, dated December 8, 1988, with the
Company (the "Compensation Agreement"). This Compensation
Agreement provides (i) upon Mr. Quist's retirement at the
age of 70 or an earlier age as may be specified by the Board
of Directors, the Company shall pay him $50,000 per year as
an annual retirement benefit for a period of 10 years from
the date of retirement; and (ii) upon his death, the
remainder of such annual payments shall be payable to his
wife, if she survives him.
The Compensation Agreement further provides that the Board
of Directors may elect to pay the entire amount of deferred
compensation in the form of a single lump-sum payment or
other installment payments, so long as the term of such
payments do not exceed 10 years. However, in the event Mr.
Quist's employment with the Company is terminated for any
reason other than retirement, death or disability, the
entire deferred compensation shall be forfeited by him.
Director's Fees
Directors of the Company (but not including directors who
are employees) are paid a director's fee of $7,200 per year
by the Company and are reimbursed for any travel expenses
incurred in attending Board meetings. No additional amounts
are paid by the Company for committee participation or
special assignments.
Compliance with Section 16(a)
of the Securities Exchange Act of 1934
Effective May 1, 1991, the Securities and Exchange
Commission adopted revised rules regarding reporting of
beneficial ownership of securities by officers, directors,
and owners of more than 10% of any class of a company's
equity securities. During 1994, through an oversight,
George R. Quist, President and Chief Executive Officer of
the Company, filed one late stock purchase transaction
report covering one transaction.
Employee Stock Ownership Plan
Effective January 1, 1980, the Company adopted an employee
stock ownership plan (the "Ownership Plan") for the benefit
of career employees and certain commissioned salespersons of
the Company and its subsidiaries. The following is a
description of the Ownership Plan, and is qualified in its
entirety by the Ownership Plan, a copy of which is available
for inspection at the Company's offices.
<PAGE>
Under the Ownership Plan, the Company has discretionary
power to make contributions on behalf of all eligible
employees into a trust created under the Ownership Plan.
Employees become eligible to participate in the Ownership
Plan when they have attained the age of 19 and have
completed one year of service (a twelve-month period in
which the Employee completes at least 1,040 hours of
service). The Company's contributions under the Ownership
Plan are allocated to eligible employees on the same ratio
that each eligible employee's compensation bears to total
compensation for all eligible employees during each year.
To date, the Ownership Plan has approximately 95
participants and had contributions payable to the Plan in
1994 of $54,288.
Benefits under the Ownership Plan vest as follows: 20% after
the third year of eligible service by an employee, an
additional 20% in the fourth, fifth, sixth and seventh years
of eligible service by an employee. Benefits under the
Ownership Plan will be paid out in one lump sum or in
installments in the event the employee becomes disabled,
reaches the age of 65, or is terminated by the Company and
demonstrates financial hardship. The Ownership Plan
Committee, however, retains discretion to determine the
final method of payment. Finally, the Company reserves the
right to amend or terminate the Ownership Plan at any time.
The trustees of the trust fund under the Ownership Plan are
Messrs. R.A.F. McCormick, George R. Quist, and William C.
Sargent, all directors of the Company.
1987 Incentive Stock Option Plan
On December 1, 1987, the Board of Directors of the Company
adopted the Security National Financial Corporation 1987
Incentive Stock Option Plan (the "1987 Plan"). The 1987
Plan was approved at the Annual Meeting of the Stockholders
held on July 11, 1988. The purpose of the 1987 Plan is to
help the Company attract and retain the best available
persons for positions of substantial responsibility by
providing certain officers and key employees with an
additional incentive to contribute to the success of the
Company.
The 1987 Plan, as amended, provides that the Company may
grant options to acquire an aggregate of 320,000 shares of
Class A Common Stock of the Company to its officers and
other key employees. The 1987 Plan provides authority for
the formation of a Stock Option Plan Committee (the
"Committee") which shall consist either of the Board of
Directors or the Compensation Committee of the Board of
Directors, to select the employees of the Company and its
subsidiaries, to whom incentive stock options will be
granted. No person may be granted any options unless he or
she agrees to remain an employee of the Company for at least
two years. There are approximately eight persons eligible
to receive options under the 1987 Plan. All officers may
participate in the 1987 Plan.
<PAGE>
The 1987 Plan terminates 10 years from the effective date.
Options are non-transferrable. The Company is to receive no
cash consideration for granting options under the 1987 Plan.
However, when an option is exercised, the holder is required
to pay the exercise price, in cash or certified bank check,
shares of the Company's Class A Common Stock or in any
combination of the above, for the number of shares of stock
to be issued on exercise of the option unless the holder
elects to receive cash or stock by exercise of stock
appreciation rights.
Options to purchase an aggregate of 381,700 shares of Class
A Common Stock have been granted under the 1987 Plan. Of
these options, options to purchase 184,900 shares were
granted on December 7, 1987, options to purchase 146,800
shares were granted on December 31, 1988, and options to
purchase 50,000 shares were granted on June 19, 1989. The
options to purchase 90,500 shares which had been granted to
George R. Quist and William C. Sargent on December 7, 1987,
expired on December 7, 1992, the options to purchase 53,200
shares which had been granted to George R. Quist and William
C. Sargent on December 31, 1988, expired on December 31,
1993. The options to purchase 50,000 shares which had been
granted to George R. Quist on June 19, 1989, expired on June
18, 1994, and the options to purchase 34,000 shares and
22,000 shares which had been granted to William L. Sargent
on December 7, 1987 and December 31, 1988, respectively,
expired on September 17, 1994.
<TABLE>
<CAPTION>
Name of Individual or 1987 1988
Identity of Group Option Shares Option Shares
- --------------------- ------------- -------------
<S> <C> <C>
Scott M. Quist 29,0001 18,0002
All executive
officers and key
employee option
recipients as a
group (5 persons) 60,400 71,600
</TABLE>
1 Exercisable at $3.65 per share
2 Exercisable at $3.25 per share
All options are currently exercisable.
1993 Stock Option Plan
On June 21, 1993, the Board of Directors adopted the
Security National Financial Corporation 1993 Stock Incentive
Plan (the "1993 Plan"), which reserves 300,000 shares of
Class A Common Stock for issuance thereunder. The 1993 Plan
was approved at the annual meeting of the stockholders held
on June 21, 1993. The 1993 Plan allows the Company to grant
options and issue shares as a means of providing equity
incentives to key personnel, giving them a proprietary
interest in the Company and its success and progress.
The 1993 Plan provides for the grant of options and the
award or sale of stock to officers, directors, and employees
of the Company. Both "incentive stock options," as defined
under Section 422A of the Internal Revenue Code of 1986 (the
"Code"), and "non-qualified options" may be granted pursuant
to the 1993 Plan. On April 29, 1993, the Company granted
options for 90,000 shares under the 1993 Plan to George R.
Quist and William C. Sargent. Mr. Quist was granted options
to purchase 50,000 shares of the Company's Class A Common
Stock at an exercise price of $3.44 per share. Mr. Sargent
was granted options to purchase 40,000 shares of Class A
Common Stock at an exercise price of $3.13 per share. The
exercise prices for the options granted are equal to or
greater than the fair market value of the stock subject to
such options as of the date of grant, as determined by the
Company's Board of Directors. Of these recently granted
options, 50% were exercisable on April 29, 1993 and the
remaining 50% are exercisable on April 29, 1994.
<PAGE>
The options granted on April 29, 1993, were to reward
certain officers and key employees who have been employed by
the Company for a number of years and to help the Company
retain these officers by providing them with an additional
incentive to contribute to the success of the Company.
The 1993 Plan is to be administered by the Board of
Directors or by a committee designated by the Board. The
terms of options granted or stock awards or sales effected
under the 1993 Plan are to be determined by the Board of
Directors or its committee. No options may be exercised for
a term of more than ten years from the date of grant.
Options intended as incentive stock options may be issued
only to employees, and must meet certain conditions imposed
by the code, including a requirement that the option
exercise price be no less than the fair market value of the
option shares on the date of grant. The 1993 Plan provides
that the exercise price for non-qualified options will be
not less than at least 50% of the fair market value of the
stock subject to such option as of the date of grant of such
options, as determined by the Company's Board of Directors.
The 1993 Plan has a term of ten years. The Board of
Directors may amend or terminate the 1993 Plan at any time
from time to time, subject to approval of certain
modifications to the 1993 Plan by the shareholders of the
Company as may be required by law or the 1993 Plan.
OTHER MATTERS
The Company knows of no other matters to be brought before
the Annual Meeting; but if other matters properly come
before the meeting, it is the intention of the persons named
in the enclosed form of Proxy to vote the shares they
represent in accordance with their judgment.
ANNUAL REPORT AND FINANCIAL STATEMENTS
You are referred to the Company's annual report, including
financial statements, for the fiscal year ended December 31,
1994. The annual report is incorporated in this Proxy
Statement and is not to be considered part of the soliciting
material. The Company will provide, without charge to each
stockholder upon written request, a copy of the Company's
Annual Report Form 10-K as filed with the Securities and
Exchange Commission for the fiscal year ended December 31,
1994. Such requests should be directed to Mr. William C.
Sargent, Senior Vice President and Secretary, at P.O. Box
57250, Salt Lake City, Utah 84157-0250.
<PAGE>
DEADLINE FOR RECEIPT OF STOCKHOLDER'S PROPOSALS FOR ANNUAL
MEETING TO BE HELD IN JUNE, 1996
Any proposal by a stockholder to be presented at the
Company's next Annual Meeting expected to be held in June,
1996, must be received at the offices of the Company, P.O.
Box 57250, Salt Lake City, Utah 84157-0250, no later than
December 31, 1995.
<PAGE>
The undersigned Class C common stockholder of Security
National Financial Corporation acknowledges receipt of the
Notice of Annual Meeting of the Stockholders to be held on
September 25, 1994, at 3115 East 7800 South, Salt Lake City,
Utah, at 12:00 noon local time, and hereby appoints Messrs.
George R. Quist, William C. Sargent and Scott M. Quist, or
any of them, each with full power of substitution, as
Attorneys and Proxies to vote all the shares of the
undersigned at said Annual Meeting of stockholders and at
all adjournment(s) or postponement(s) thereof, hereby ratify
and confirm all that said Attorneys and Proxies may do or
cause to be done by virtue hereof. The above-named
Attorneys and Proxies are instructed to vote all of the
undersigned's shares as follows:
1. Election of six of the nine directors to be voted upon
by Class A and Class C common stockholders together:
[ ] FOR all nominees listed below (except as marked to
the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
below.
(INSTRUCTION: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
name in the list below.)
George R. Quist, Scott M. Quist, Charles L. Crittenden
Sherman B. Lowe, Nathan H. Wagstaff, W. Lowell Steen
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
(Continued on Other Side)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES
LISTED IN PROPOSAL 1 ABOVE AND FOR PROPOSAL 2.
Dated this 10th day of August, 1995
- -------------------------------------------------------
Signature
- -------------------------------------------------------
Signature
<PAGE>
Please sign your name exactly as it appears on your share
certificate. If shares are held jointly, each holder should
sign. Executors, trustees, and other fiduciaries should so
indicate when signing. Please sign, date, and return this
Proxy Card immediately.
NOTE: Securities Dealers or other representatives please
state the number of shares voted by this Proxy.
<PAGE>
The undersigned Class A common stockholder of Security
National Financial Corporation acknowledges receipt of the
Notice of Annual Meeting of the Stockholders to be held on
September 29, 1994, at 3115 East 7800 South, Salt Lake City,
Utah, at 12:00 noon, and hereby appoints Messrs. George R.
Quist, William C. Sargent and Scott M. Quist, or any of
them, each with full power of substitution, as Attorneys and
Proxies to vote all the shares of the undersigned at said
Annual Meeting of stockholders and at all adjournment(s) or
postponement(s) thereof, hereby ratify and confirming all
that said Attorneys and Proxies may do or cause to be done
by virtue hereof. The above-named Attorneys and Proxies are
instructed to vote all of the undersigned's shares as
follows:
1. Election of three directors by Class A common
stockholders voting separately as a class:
[ ] FOR all nominees listed below (except as marked to
the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
below
(INSTRUCTION: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
name in the list below.)
William C. Sargent, Richard E. Myers, R.A.F. McCormick
2. Election of the remaining six directors to be voted upon
by Class A and Class C common stockholders together:
[ ] FOR all nominees listed below (except as marked to
the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
below
(INSTRUCTION: to withhold authority to vote for any
individual nominee, strike a line through that nominee's
name in the list below.)
Richard E. Myers, R.A.F. McCormick, Charles L. Crittenden,
Sherman B. Lowe, W. Lowell Steen, Nathan H. Wagstaff
3. To transact such other business as may properly come
before the meeting or any adjournment thereof.
(Continued on Other Side)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES
LISTED IN PROPOSAL 1 and 2 ABOVE AND FOR PROPOSAL 3.
Dated this 10th day of August, 1995
- --------------------------------------------------------
Signature
- ---------------------------------------------------------
Signature
Please sign your name exactly as it appears on your share
certificate. If shares are held jointly, each holder should
sign. Executors, trustees, and other fiduciaries should so
indicate when signing. Please sign, date, and return this
Proxy Card immediately.
NOTE: Securities Dealers or other representatives please
state the number of shares voted by this Proxy.
