<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>
American Heritage Life Investment Corp.
- --------------------------------------------------------------------------------
(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
[AHL LOGO] 1776 American Heritage Life Drive
Jacksonville, Florida 32224
Telephone 904/992-1776
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
American Heritage Life Investment Corporation (the "Company") will be held in
the Auditorium of the American Heritage Life Building, on the First Floor, at
1776 American Heritage Life Drive, Jacksonville, Florida, on Thursday, April
24, 1997, at 9:00 A. M., Jacksonville time, for the following purposes:
1. To elect three (3) Class III Directors to serve until the Annual
Meeting of Shareholders in 2000;
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on February 14, 1997,
will be entitled to vote at the meeting or at any adjournment thereof.
Please sign the accompanying proxy and return it to the Company in the
return envelope enclosed for your use. If you attend the meeting in person, you
may revoke your proxy at such meeting and cast your vote in person.
A copy of the Company's annual report for the year ended December 31,
1996, which report contains consolidated financial statements and other
information of interest with respect to the Company and its subsidiaries, is
enclosed.
By order of the Board of Directors,
W. MICHAEL HEEKIN, Corporate Secretary
March 24, 1997
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES IN THE ACCOMPANYING ENVELOPE.
<PAGE> 3
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
1776 AMERICAN HERITAGE LIFE DRIVE
JACKSONVILLE, FLORIDA 32224
(904) 992-1776
MARCH 24, 1997
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by
management of proxies for use at the 1997 Annual Meeting of Shareholders of
American Heritage Life Investment Corporation (the "Company") to be held on
April 24, 1997 and any adjournments thereof. It is expected that this Proxy
Statement and the enclosed form of proxy will be mailed to shareholders
commencing on or about March 24, 1997. If the enclosed form of proxy is executed
and returned, it will be voted at the meeting and, where no choice has been
specified thereon, will be voted for the election of the directors, and the
other matters contained thereon. A proxy may be revoked at any time to the
extent that it has not been exercised. A shareholder may revoke his or her proxy
by (a) writing the Secretary of the Company a letter of proxy revocation, (b)
executing a subsequently dated proxy, or (c) attending the shareholders' meeting
and voting his or her shares personally. The cost of preparing and assembling
the proxy materials and soliciting proxies will be borne by the Company. In
addition to the solicitation by mail, a number of regular employees of the
Company may solicit proxies in person or by telephone or other means of
communication. Brokers, dealers, banks and their nominees who hold shares for
the benefit of others will be asked to send proxy material to the beneficial
owners of the shares. The Company will reimburse them for their reasonable
expenses.
Only shareholders of record at the close of business on February 14, 1997
will be entitled to vote. On that date there were outstanding 13,817,243 shares
of the Company's common stock, par value $1.00 per share, which stock is the
only class of outstanding voting securities of the Company (the "Shares"). On
that date there were issued 431,084 shares of the Company's Class A
Non-Convertible Preferred Stock, par value $10.00 per share, to two
wholly-owned subsidiaries of the Company and accordingly were not entitled to
vote. No shares of its Class B Convertible Preferred Stock, par value $10.00
per share, are outstanding. Each Share is entitled to one vote at the meeting.
Robert D. Davis, T. O'Neal Douglas and W. Ashley Verlander or any one of them
have been designated as proxies to vote the Shares solicited hereby. The Shares
are not subject to cumulative voting.
MATTERS TO BE CONSIDERED
The Company shareholders will consider and act upon proposals (i) to elect
three (3) Class III Directors to serve until the annual meeting of shareholders
in 2000 and until their respective successors are elected and qualified, and
(ii) to transact such other business as may properly come before the meeting or
any adjournment thereof.
ELECTION OF DIRECTORS
The directors of the Company are divided into three different classes
with each class being elected for a three-year term. Proxies are solicited for
the election of Class III of the directors to serve until the annual meeting of
shareholders in 2000 and until the successors of the members of that class are
elected and qualified. Class III includes H. Corbin Day, Radford D. Lovett and
W. Ashley Verlander who are members of the present Board of the Company, all of
whom having been last elected to the Board at the 1994 Annual Meeting of
Shareholders. The enclosed proxy, unless otherwise specified, will be voted in
favor of the election of the above named directors for the period indicated.
The above named directors also serve as members of the Board of American
Heritage Life Insurance Company (the "Insurance Company"), a wholly-owned
subsidiary of the Company. Management believes the nominees will be able to
serve; however, if any one of them should be unable to serve, the proxies may
be voted with discretionary authority for a substitute designated by management
and in the absence of a substitute the size of the Board would be reduced.
1
<PAGE> 4
The bylaws of the Company provide that its Board consist of eight
directors as follows: three directors in Class I, two directors in Class II and
three directors in Class III, each of which classes is elected for a three year
term.
Certain information concerning the directors of the Company, including
their principal occupations for the past five or more years, is set forth
below:
<TABLE>
<CAPTION>
CLASS AND ANNUAL
BENEFICIALLY OWNED MEETING
PRINCIPAL AT JANUARY 31, 1997 DATE AT WHICH TERM
OCCUPATION ---------------------- FIRST BECAME AS DIRECTOR
DIRECTORS OR EMPLOYMENT SHARES PERCENTAGE DIRECTOR AGE WILL EXPIRE
--------- ------------- ------ ---------- ------------ --- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward L. Chairman of the Board, 7,552 .06 April 28, 1994 61 Class I
Baker Florida Rock Industries, Inc., 1998
Jacksonville, Florida (Con-
struction Products Company)
Robert D. Davis Chairman of the Board of 13,722(1) .10 Oct. 7, 1968 65 Class I
D.D.I., Inc., Jacksonville, 1998
Florida (Investments)
Christopher A. President and Chief 65,588(3) .48 July 30, 1987 49 Class I
Verlander (2) Operating Officer of the 1998
Company since April, 1996;
Chief Operating Officer of the
Insurance Company since
April, 1996 and President of
the Insurance Company since
1994; Executive Vice
President of the Company
1990-1996; Corporate
Secretary 1985-1994 of the
Company and the Insurance
Company; Executive Vice
President of the Insurance
Company 1990-1994
A. Dano Davis Chairman of the Board 58,031(1) .42 June 25, 1993 51 Class II
and Principal Executive 1999
Officer, Winn-Dixie Stores, Inc.,
Jacksonville, Florida
(Retail Grocery Chain)
T. O'Neal Chairman of the Board 129,536(4) .94 July 30, 1987 61 Class II
Douglas since 1994, Chief 1999
Executive Officer since
1990, President 1990-April,
1996 of the Company;
Chairman of the Board
since 1994, Chief Executive
Officer since 1990 and
President 1986-1994
of the Insurance Company
H. Corbin Day Chairman of the Board of 73,892(5) .54 June 25, 1993 59 Class III
Jemison Investment Co., Inc., 1997
Birmingham, Alabama
(Investment Banking Firm)
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
CLASS AND ANNUAL
BENEFICIALLY OWNED MEETING
PRINCIPAL AT JANUARY 31, 1997 DATE AT WHICH TERM
OCCUPATION ---------------------- FIRST BECAME AS DIRECTOR
DIRECTORS OR EMPLOYMENT SHARES PERCENTAGE DIRECTOR AGE WILL EXPIRE
--------- ------------- ------ ---------- ------------ --- -------------
<S> <C> <C> <C> <C> <C> <C>
Radford D. Chairman of the Board, 14,635 .11 Feb. 9, 1989 63 Class III
Lovett Commodores Point 1997
Terminal Corp.,
Jacksonville, Florida
(Marine Terminal)
W. Ashley Retired Chairman of the 160,415(6) 1.16 Oct. 7, 1968 77 Class III
Verlander (2) Board, President and Chief 1997
Executive Officer of the
Company and the Insurance
Company
All Directors of the Company and
Executive Officers of the Company and
its subsidiaries as a group (16 persons) 623,611(1)(7) 4.52
</TABLE>
- -----------------
(1) In addition, Robert D. Davis and A. Dano Davis, who are first cousins,
are directors and officers of D.D.I., Inc. and Estuary Corporation.
Trusts, of which Robert D. Davis and A. Dano Davis are sole or
co-trustees, and, of certain trusts, beneficiaries, Estuary Corporation,
FND, Ltd. and ADFAM Partners, Ltd., are shareholders of D.D.I., Inc.
Trusts, of which A. Dano Davis is sole or co-trustee, and, of certain
trusts, beneficiary, are the principal shareholders of Estuary
Corporation. D.D.I., Inc. and Estuary Corporation are limited partners of
AHLI, Ltd., a limited partnership, and D.D.I., Inc. and Estuary
Corporation are the members of a limited liability corporation, the sole
general partner of AHLI, Ltd. Robert D. Davis is an officer and manager
and A. Dano Davis is a manager of the limited liability corporation for
which they have shared voting and dispositive powers.
A. Dano Davis is a director and officer of James E. Davis Family--WD
Charities, Inc. a private charitable foundation. Estuary Corporation is the
sole general partner of FND, Ltd. and Robert D. Davis and A. Dano Davis
share voting and dispositive power for shares held by FND, Ltd. Robert D.
Davis is sole trustee and beneficiary of his revocable trust and sole
trustee of three additional trusts, all of which are limited partners of
ADFAM Partners, Ltd. and his revocable trust is a 50 percent shareholder of
a corporation, which is one of two general partners of ADFAM Partners, Ltd.
Robert D. Davis has authority to replace the current trustee of a Trust
which is also a general partner of ADFAM Partners, Ltd. A. Dano Davis
disclaims any beneficial interest in the shareholdings of James E. Davis
Family--WD Charities, Inc.
At January 31, 1997, these entities held the following Shares:
<TABLE>
<CAPTION>
PERCENTAGE OF
NAMED ENTITY NO. OF SHARES OUTSTANDING SHARES
------------ ------------- ------------------
<S> <C> <C>
AHLI, Ltd. 5,398,589 39.14%
FND, Ltd. 38,399 .28%
ADFAM Partners, Ltd. 23,848 .17%
James E. Davis Family--
WD Charities, Inc. 19,999 .14%
</TABLE>
A. Dano Davis is co-trustee for trusts for the benefit of his sister
and his sister's children which hold an aggregate of 58,378 Shares. A. Dano
Davis disclaims any beneficial interest in the shareholdings of such
trusts. Also, A. Dano Davis is co-trustee for trusts for the benefit of him
and his children which hold an aggregate of 19,123 Shares. Principally
through a limited partnership, the Davis Family holds 41.91% of the Shares.
For information concerning Shares held by certain members of the Davis
family and their associates, see "Principal Shareholders."
(2) Christopher A. Verlander is the son of W. Ashley Verlander.
3
<PAGE> 6
(3) Includes 23,636 Shares which are subject to presently exercisable
options.
(4) Includes 53,477 Shares which are subject to presently exercisable
options.
(5) Includes 47,247 Shares held by Jemison Investment Co., Inc. of which Mr.
Day has shared voting and dispositive power.
(6) Includes 26,665 Shares owned by the wife of Mr. Verlander as to which
beneficial ownership is disclaimed.
(7) Includes 137,639 Shares which are subject to presently exercisable
options.
DIRECTORS OF THE INSURANCE COMPANY
The Company, as sole shareholder of the Insurance Company, intends to
elect the following persons to the Board of Directors of the Insurance Company
at its annual shareholder meeting also to be held on April 24, 1997, all of
whom are presently members of the Board thereof. The term of office for that
Board is for one year and until the 1998 annual meeting.
F. Duane Ackerman
President and Chief Executive Officer,
BellSouth Corporation
Atlanta, Georgia
(Telecommunications)
Edward L. Baker
Chairman of the Board
Florida Rock Industries, Inc.
Jacksonville, Florida
(Construction Products Company)
I. Jon Brumley
Chairman of the Board and
Chief Executive Officer,
Mesa, Inc.
Fort Worth, Texas
(Oil and Gas Production Company)
John Ellis "Jeb" Bush
President, Codina Group, Inc.
Coral Gables, Florida (Real Estate)
Alvin R. "Pete" Carpenter
President and Chief Executive Officer,
CSX Transportation, Inc.
Jacksonville, Florida
(Transportation)
A. Dano Davis
Chairman of the Board
and Principal Executive Officer
Winn-Dixie Stores, Inc.
Jacksonville, Florida
(Retail Grocery Chain)
Robert D. Davis
Chairman of the Board
D.D.I., Inc.
Jacksonville, Florida
(Investments)
H. Corbin Day
Chairman of the Board
Jemison Investment Co., Inc.
Birmingham, Alabama
(Investment Banking Firm)
T. O'Neal Douglas
Chairman of the Board and
Chief Executive Officer of the Company
and the Insurance Company
Langdon S. Flowers
Retired Chairman of the Board
Flowers Industries, Inc.
Thomasville, Georgia
(Food Manufacturing and Distribution)
Radford D. Lovett
Chairman of the Board
Commodores Point Terminal Corp.
Jacksonville, Florida
(Marine Terminal)
Clarence V. McKee
Chairman of the Board,
Chief Executive Officer
and President
McKee Communications, Inc.
Tampa, Florida
(Communications)
C. Richard Morehead
Executive Vice President, Treasurer and
Chief Financial Officer of the Company
and the Insurance Company
Patricia G. Moran
President and Chief Executive Officer,
JM Family Enterprises, Inc.
Deerfield Beach, Florida
(Automotive Distributor)
4
<PAGE> 7
Herbert H. Peyton
President
Gate Petroleum Company
Jacksonville, Florida
(Petroleum Products Retailing)
Frederick H. Schultz
Private Investor
Jacksonville, Florida;
Former Vice Chairman of the
Board of Governors of the
Federal Reserve System
Washington, D.C.
Jay Stein
Chairman of the Board and Chief
Executive Officer
Stein Mart, Inc.
Jacksonville, Florida
(Retail Department Store Chain)
Rolf H. Towe
Senior Partner
The Clipper Group, L.P.
New York, New York
(Investments )
Christopher A. Verlander
President and Chief Operating Officer
of the Company and the Insurance Company
W. Ashley Verlander
Retired Chairman of the Board of the
Company and the Insurance Company
CORPORATE GOVERNANCE
The Company's Board of Directors had four regular quarterly meetings
during 1996. The Company's Executive Committee, consisting of Robert D. Davis,
W. Ashley Verlander, T. O'Neal Douglas, Edward L. Baker, Radford D. Lovett and
Christopher A. Verlander, had eight regular monthly meetings during 1996 and
one special meeting in July; omitting regular meetings for the months in which
the Company's quarterly board meetings were held. The Finance and Investment
Committee, which consists of the same members as the Executive Committee except
for Mr. Baker, had eight meetings in 1996. The Executive, and Finance and
Investment Committees have been delegated broad authority to act on behalf of
the Board of Directors on an interim basis between board meetings. The
compensation paid all senior officers of the Company and its subsidiaries is
determined by the Compensation Committee consisting of Robert D. Davis, Radford
D. Lovett and H. Corbin Day. This committee met one time during 1996. The
Company's Audit Committee met three times during 1996 with the Company's
independent auditors and certain officers of the Company and its subsidiaries.
During these meetings, the nature and scope of the services performed on behalf
of the Company by the independent auditors and the results of their auditing
activities were considered and discussed, and the committee received reports
from the Insurance Company's internal auditor. This committee currently
consists of Radford D. Lovett, Edward L. Baker and Robert D. Davis. All of the
directors attended at least 75% of the meetings of the Board of Directors and
of the committees of the Board of which they were members. The Company does not
have a directors nominating committee.
5
<PAGE> 8
EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT
EXECUTIVE COMPENSATION
Shown below is information concerning the annual and long-term
compensation for services in the capacities to the Company and its subsidiaries
for the years ended December 31, 1996, 1995 and 1994, of those persons who were
at December 31, 1996, (i) the Chief Executive Officer and (ii) the other four
most highly compensated executive officers of the Company (the "Named
Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS (3) PAYOUTS
---------------------------- ----------------------- --------
NAME OTHER
AND ANNUAL RESTRICTED LTIP ALL OTHER
PRINCIPAL INCENTIVE COMPEN- STOCK OPTIONS/ PAY- COMPEN-
POSITION YEAR SALARY AWARD (3) SATION AWARDS (4) SARS(#) OUTS (5) SATION
- ----------------------------- ---- -------- --------- ------ ---------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
T. O'Neal Douglas 1996 $471,955 $237,500 - $118,755 13,768 $93,443 $31,351(6)
Chairman of the Board and 1995 456,900 142,553 - 71,279 9,451 63,647 29,284
Chief Executive Officer (1)(2) 1994 436,900 255,412 - 132,020 17,801 71,047 28,705
Christopher A. Verlander 1996 231,382 93,150 - 46,568 5,400 33,958 21,334(6)
President, Chief Operating 1995 217,875 54,382 - 27,198 3,605 12,629 21,637
Officer and Director (1)(2) 1994 190,834 86,881 - 47,955 6,467 14,093 21,581
C. Richard Morehead 1996 198,013 79,716 - 33,889 3,928 18,649 21,646(6)
Executive Vice President, 1995 191,625 52,945 - 14,937 1,982 12,629 24,257
Treasurer and Chief 1994 174,167 73,686 - 26,358 3,555 14,093 24,257
Financial Officer (1)(2);
Director (2)
James H. Baum 1996 161,503 24,382 - 20,318 2,356 14,443 21,610(6)
Senior Vice President (2) 1995 156,294 39,434 - 12,192 1,616 10,525 19,615
1994 137,961 47,191 - 20,401 2,752 10,803 19,579
Curtiss S. Sheldon 1996 134,085 50,607 - 16,879 1,956 12,759 22,363(6)
Senior Vice President 1995 129,760 35,853 - 10,111 1,342 4,210 20,217
and Chief Actuary (2) 1994 124,800 45,522 - 18,032 2,431 - 5,148
</TABLE>
- ----------------
(1) Of the Company.
(2) Of the Insurance Company.
(3) Represents awards and amounts earned in specified year but granted or
paid in the following year.
(4) Represents market value of Shares on date of grant. Number of Shares and
market value of all restricted stock owned by the Named Officers at
December 31, 1996 were as follows: Mr. Douglas 12,625 Shares, $331,406;
Mr. C. A. Verlander 4,022 Shares, $105,578; Mr. Morehead 2,547 Shares,
$66,859; Mr. Baum 2,043 Shares, $53,629 and Mr. Sheldon 1,475 Shares,
$38,719. Shares and market values at December 31, 1996 do not include
awards earned in 1996 but granted in 1997.
(5) Represents cash award and market value of Shares on date of grant made
during specified year.
(6) Includes (a) Contributions to the Employees' Profit Sharing Retirement
Program of American Heritage Life Insurance Company (Mr. Douglas $15,000,
Mr. Verlander $15,000, Mr. Morehead $15,000, Mr. Baum $15,000 and Mr.
Sheldon $15,000), (b) Premiums on group life and accident and health
policies (Mr. Douglas $13,624, Mr. Verlander $6,200, Mr. Morehead $5,886,
Mr. Baum $6,610 and Mr. Sheldon $6,961), (c) Contributions to the Stock
Investment Plan (Mr. Douglas $2,727, Mr. Verlander $134, Mr. Morehead $760
and Mr. Sheldon $402.)
6
<PAGE> 9
OPTION/SHAREHOLDER APPRECIATION RIGHTS GRANTS TABLE
Shown below is information for the year ended December 31, 1996, with
respect to option/shareholder appreciation rights ("SARs") grants to purchase
the Shares granted to the Named Officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (3)
----------------------------------------------- ---------------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE EXPIRA-
OPTIONS IN FISCAL PRICE/ TION
NAME GRANTED (2) YEAR SHARE DATE 0%(4) 5% 10%
- ------------------------ ----------- ---------- ---------- --------- ----- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
T. O'Neal Douglas 9,451 41% $22.625 1/06 0 $134,476 $340,788
Christopher A. Verlander 3,605 15% 22.625 1/06 0 51,295 129,991
C. Richard Morehead 1,982 9% 22.625 1/06 0 28,201 71,468
James H. Baum 1,616 7% 22.625 1/06 0 22,994 58,270
Curtiss S. Sheldon 1,342 6% 22.625 1/06 0 19,095 48,390
</TABLE>
- -----------------
(1) Represents grants made in 1996 which were earned in 1995.
(2) Options become exercisable at a cumulative annual rate of 33% commencing
in 1997.
(3) The dollar amounts under these columns are the result of calculations at
0% and at the 5% and 10% rates set by the Securities and Exchange
Commission and therefore are not intended to forecast possible future
appreciation, if any, of the Company's stock price. The Company did not
use an alternative formula for a grant date valuation, as the Company is
not aware of any formula which will determine with reasonable accuracy a
present value based on future unknown or volatile factors.
(4) No gain to the optionees is possible without an increase in stock price
appreciation, which will benefit all shareholders commensurately. A zero
percent gain in stock price appreciation will result in zero dollars for
the optionee.
OPTION EXERCISES AND YEAR-END VALUE TABLE
Shown below with respect to the Named Officers is the aggregate options
exercised for the year ended December 31, 1996, the values realized and the
number of unexercised options and the value of the unexercised options
appreciation value at December 31, 1996.
AGGREGATE OPTION EXERCISES IN 1996 AND DECEMBER 31, 1996 OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
NUMBER 12/31/96 12/31/96
OF SHARES
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ----------------------- ------------ ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
T. O'Neal Douglas - - 53,477/ 47,626 $358,645/338,166
Christopher A. Verlander - - 23,636/ 20,672 158,869/148,149
C. Richard Morehead - - 22,666/ 17,107 151,352/127,215
James H. Baum 6,000 $69,000 13,688/ 11,581 93,215/ 85,930
Curtiss S. Sheldon - - 5,311/ 9,215 45,035/ 71,818
</TABLE>
LONG-TERM INCENTIVE PLAN AWARDS TABLE
The restricted stock awards to Named Officers are listed in the "Executive
Compensation--Summary Compensation Table" on page 6. The performance unit
feature of the Long-Term Incentive Plan provides the participating employee the
opportunity to earn cash and Shares if corporate performance meets
predetermined three-year financial goals.
The plan awards are earned over a three-year period. The performance unit
grants outlined below, if earned, would be paid in early fiscal year 1999 for
results in the 1996-98 performance period.
7
<PAGE> 10
LONG-TERM INCENTIVE PLAN--AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
AMOUNT OF UNDER NON-STOCK PRICE BASED PLANS
PERFORMANCE PERFORMANCE -----------------------------------------------------
UNITS PERIOD THRESHOLD TARGET MAXIMUM
NAME GRANTED COVERED ($) ($) ($)
- ---------------------------- ----------- ----------- --------- ------ --------
<S> <C> <C> <C> <C> <C>
T. O'Neal Douglas $118,750 1996-98 $59,375 $118,750 $179,125
Christopher A. Verlander 46,575 1996-98 23,288 46,575 69,863
C. Richard Morehead 33,879 1996-98 16,940 33,879 50,819
James H. Baum 20,318 1996-98 10,159 20,318 30,477
Curtiss S. Sheldon 16,869 1996-98 8,434 16,869 25,303
</TABLE>
ANNUAL INCENTIVE COMPENSATION PLAN
The Company has an Amended and Restated Annual Incentive Compensation Plan
(the "Annual Incentive Plan")to provide additional compensation to all officers
of the Company and its subsidiaries. This Plan provides annual incentive
compensation based upon the participating employee's performance in relation to
predetermined performance goals established by the Company's Compensation
Committee. Individual target incentive award opportunities are established
based upon the impact the various eligible positions are deemed to have in the
Company or its subsidiaries. If the predetermined financial performance goals
are exactly met, the award for a participating employee would be equal to the
amount assigned to such employee at the beginning of the particular fiscal
year. Actual awards for any fiscal year may range from 0% to 150% of the
targeted award opportunities, depending upon how actual performance during the
fiscal year compares to such predetermined performance goals.
Performance goals for each fiscal year ended are based upon the growth in
operating earnings of the Company or the growth in operating earnings and the
growth in premium and equivalent revenues of a particular business unit of the
Insurance Company in which the participating employee is involved. Payments of
annual incentive awards are made within 30 days after the date on which the
Company's independent certified public accountants have issued their opinion on
the Company's financial statements for the fiscal year to which the incentive
awards relate and after it has been determined that statutory earnings are
sufficient to pay dividends to stockholders.
The Company paid in 1997, aggregate annual incentive awards in the amount
of $1,109,571 with respect to 1996 performance. For information concerning
awards to Named Officers pursuant to the Annual Incentive Plan reference is
made to "Executive Compensation--Summary Compensation Table."
LONG-TERM INCENTIVE PLAN
The Company has an Amended and Restated Long-Term Incentive Plan (the
"Long-Term Incentive Plan") which provides for the grant to certain officers of
the Company and its subsidiaries of (1) stock options, (2) restricted stock and
(3) performance units (as described below).
The stock option feature of the Long-Term Incentive Plan provides to
senior officers the grant of options to purchase Shares at their fair market
value on the date of grant. The right to exercise these stock options will
commence one year after grant and will vest at the rate of one-third per year
on a cumulative basis thereafter. These options have a term of up to ten years.
Although the stock options will terminate with the termination of employment,
if such termination is the result of retirement, disability or death, or is
involuntary, the Compensation Committee may extend the right to exercise such
option to such retired or disabled employee or his or her guardian and, in the
case of death, to the personal representative of such employee.
The granting of such options is dependent upon the Company's performance
for the prior fiscal year. During 1996, options to purchase 23,300 Shares were
granted relative to 1995 performance.
The restricted stock feature of the Long-Term Incentive Plan provides for
the grant of Shares of restricted stock to a participating employee. The number
of Shares of restricted stock available to be issued in the name of each
participating employee is determined at the beginning of each fiscal year by
the Compensation Committee based on the prior year's operating results. Such
Shares are held
8
<PAGE> 11
by the Company in the name of the participating employee, who has the
right to vote and to receive dividends paid on all such Shares.
The number of Shares issued to each participating employee is based upon
achieving a target award level established for such employee and the market
price of the Shares at the time the grant is made. During the period of
restriction such Shares may not be sold, transferred or pledged. Such Shares
are subject to forfeiture to the Company, in whole or in part, if the
participating employee does not remain in the Company's employ for three years
after the date of grant. The Compensation Committee, at is sole discretion, may
waive such forfeiture provisions, in whole or in part, in the event that
termination of employment occurs as a result of retirement, death or
disability, or is involuntary. Upon vesting, all restrictions as to
transferability will terminate and all Shares held in the name of a
participating officer will thereafter be freely transferable except to the
extent limited by federal securities laws.
The granting of such awards is dependent upon the Company's performance
for the prior fiscal year. During 1996, 10,970 Shares were granted relative to
1995 performance.
The performance units feature of the Long-Term Incentive Plan provides to
a participating employee the opportunity to earn cash and Shares if corporate
performance meets predetermined three-year financial goals. A target award is
established for each participating employee, and payments ranging from 0% to
150% of the targeted award may result, depending upon actual performance over
the following three-year period.
At the end of each performance period, the Compensation Committee will
determine the value of performance units based on actual Company performance as
compared with the predetermined financial goals. When the value of an award is
determined, half of the award will be paid in cash and half will be paid in
Shares based on the market value of a Share at payment date.
If a participating employee's employment is terminated for any reason
during the performance period, he or she shall automatically forfeit all rights
to receive payment for any outstanding performance units. The Compensation
Committee may, however, determine to prorate the amounts payable as awards of
performance units, in whole or in part, in the event that the termination of a
participating employee occurs as a result of retirement, death or disability.
The performance unit feature of the Long-Term Incentive Plan is based upon
three-year performance periods, the first of which commenced on January 1,
1992. During 1996 the Company made aggregate awards pursuant to the performance
unit feature of the Long-Term Incentive Plan of 4,214 Shares and $96,405 for
the three year period ended December 31, 1995.
For information concerning awards to Named Officers pursuant to the
Long-Term Incentive Plan see "Executive Compensation--Summary Compensation
Table."
MANAGEMENT SECURITY PLAN
The Company has a Management Security Plan, which essentially is a
deferred compensation plan, which provided at December 31, 1996, benefits for
26 key employees of the Company and its subsidiaries.
This plan provides in the event a senior officer participant dies prior to
age 65 that his or her beneficiary will receive 100% of such participant's
monthly salary, as set forth in the plan, for a period of 12 months and,
thereafter, 50% of that monthly salary until such time as such participant
would have reached age 65, provided, however, that such 50% payments are for a
minimum of nine years in the event of the participant's death between the ages
of 55 and 65. For senior officers with an agreed upon later retirement age, his
or her beneficiary will receive a pre-determined amount for 120 months. For all
other participants in the plan who die prior to age 65, his or her beneficiary
will receive two-thirds of such participant's monthly salary, as set forth in
the plan, for a period of 12 months and, thereafter, one-third of that monthly
salary until such time as such participant would have reached age 65 provided,
however, that such one-third payment will be made for at least nine years
regardless of the age at the death of such participant.
This plan also provides a retirement benefit which is based on a
participant's age at entry into the plan and salary, as set forth in the plan.
A portion of this retirement benefit will be paid to a participant's
beneficiary if the participant dies after retirement at age 65. For senior
officers, the
9
<PAGE> 12
remainder will be paid in monthly installments for the greater of ten
years or the lifetime of the participant if such participant has ten or more
years of service with the Company at the time of his/her retirement from the
Company. Alternatively, for senior officers who are not employees of the
Company at retirement and for all other participants such payments will be made
over a ten-year period beginning at retirement age whether the participant is
alive or dead. This plan has certain provisions for early retirement and
vesting prior to age 65.
The annual retirement benefit, upon reaching age 65 or an agreed to later
age, payable for life but not less than ten years under this plan for Messrs.
Douglas, Verlander, Morehead, Baum and Sheldon would be $487,968, $237,804,
$197,760, $173,976, and $117,588, respectively.
STOCK INVESTMENT PLAN
The Company has a Stock Investment Plan authorizing the purchase in the
open market on behalf of participating employees and directors of up to an
aggregate of 400,000 Shares. The payment for the Shares is accomplished by a
payroll deduction plan established by participating employers, which are
subsidiaries of the Company. Each employer contributes the following
percentages of each of its respective participating employees' total monthly
payroll deductions: (a) 25% of amounts of from $5 through $25, (b) 20% of
amounts in excess of $25 through $50, and (c) 15% of amounts in excess of $50
through $1,500. Directors of the Company or its subsidiaries may elect to
participate in this plan. A participating director may have deductions made
from such director's fees. The Company pays all commissions and related
expenses of this plan. During the year ended December 31, 1996, the Company's
participating subsidiaries contributed pursuant to this plan an aggregate of
$70,109 and $4,736 on behalf of participating employees and directors,
respectively.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
report and the information included under the "Shareholder Return Performance
Presentation" including the performance graph which follows shall not be deemed
to be incorporated by reference into any such filings.
The Company adopted an Annual Incentive Plan and a Long-Term Incentive
Plan for the fiscal year beginning January 1, 1992. These important
performance-oriented plans were developed after working with compensation
consultants. They provided a perspective on the types of programs successfully
used by other high-performing companies, and the Compensation Committee of the
Company's Board of Directors (the "Compensation Committee") worked closely with
them to design a program that it believes is right for the Company.
As a starting point, the Compensation Committee established a simple and
straightforward management compensation philosophy/strategy which guided the
design of the program. The strategy included the following seven points, or
statements of policy:
Compensation Elements Relative to Competitive Market. The Company needs to
attract and retain quality officers, yet control fixed costs. Therefore, the
Company has provided competitive total cash compensation opportunities
consisting of: (1) base salary targeted at 90% of the competitive market, and
(2) above competitive incentive opportunities for attaining high targeted
Company performance results.
Forms of Incentive Compensation: Both annual and long-term incentive
compensation opportunities are available for all Company officers.
Incentive Compensation--Annual/Long-Term Orientation: The relative weight
of annual versus long-term incentive compensation reflects the time orientation
associated with each organization level. This orientation tends to be
longer-term for executive officers and shorter-term for other officers.
Incentive Compensation--Performance Measurement: Bottom-line profitability
is the Company's key measure of success. The magnitude of award distributions
under both the annual and long-term incentive plans is primarily tied to this
measure.
10
<PAGE> 13
Annual Incentive Compensation--Corporate/Business Unit Emphasis: The
Company recognizes the different impact that various officers have on corporate
and business unit performance. Therefore, annual incentive compensation is
weighted in favor of corporate performance for corporate officers and business
unit performance for business unit officers.
Annual Incentive Compensation--Individual Performance Emphasis: The
financial success of the Company requires the achievement of some goals which
are non-financial in nature. These goals are reinforced by basing a part of the
annual incentive compensation on management discretion.
Long-Term Incentive Compensation--Equity Building: The Company believes
that officers should have a "stake" in the Company's long-term success.
Therefore, long-term incentive compensation is heavily weighted towards
equity-building components.
This strategy formed the basis for the plans adopted. These plans have now
been in place for the past five years. The Compensation Committee believes the
plans have worked extremely well in serving the best interests of the
shareholders by rewarding key executives for a job well done. Consequently, the
Compensation Committee has endorsed their continued use for fiscal 1997 without
change.
As pertaining to the Chief Executive Officer (the "CEO"), the Committee
established his base salary at $471,955 for fiscal 1996 after consideration of
competitive salary levels for comparably qualified and experienced CEO's at
companies similar in size to that of the Company and engaged in the same or
similar businesses. Under the adopted annual incentive plan a percent of his
salary is funded based upon a predetermined increase in the Company's operating
income. The Company believes the following operating earnings growth goals of:
(1) threshold (6%), (2) target (10-12%), and (3) superior (16%) represented a
very challenging range of goals in light of both the Company's strong fiscal
1995 operating income results and the difficult economy. The Compensation
Committee was therefore pleased with the resultant 10.7% increase in operating
earnings for 1996 and to pay the formula-based annual incentive amount of
$174,381, which appears in the "Executive Compensation--Summary Compensation
Table" in the incentive award column.
Under the Long-Term Incentive Plan, the granting of stock options and
restricted Shares is dependent upon meeting predetermined performance goals.
For fiscal 1996 these goals were:
- The Insurance Company's statutory earnings were sufficient to pay the
Company's declared dividends to shareholders, and
- The Insurance Company's GAAP operating earnings were equal to or
greater than the threshold performance levels established for that
year.
These criteria were met. Accordingly, stock options and restricted Shares
were granted in fiscal 1997 to the CEO in accordance with the adopted
compensation strategy. The assumption is that the present value of a restricted
Share is its market value at time of grant and that three option Shares are
approximately equal to one restricted Share. This relationship was reflected in
the granting of stock options and restricted Shares to the CEO, as well as to
all other senior officers.
The Long-Term Incentive Plan also provides for the granting of performance
units to the CEO. Their unit value, if any, is based upon future performance
over a three-year period. The Company performance criteria upon which the value
of the performance units granted in 1996 will be based is that of annualized
growth in operating earnings for the period 1996-1998.
A minimum of at least a 6% annualized growth in operating earnings is
required before the performance units will have any value. The Company's 1996
growth in operating earnings of 10.7% was above this threshold level and, if
maintained over the next two years, will result in a payout under this
performance-oriented feature of the Long-Term Incentive Plan.
As pertains to the other Named Officers, as well as other senior
management, the compensation program consists of a base salary, annual
incentive compensation and long-term incentive compensation composed of stock
options, restricted stock and performance units. Base salary range midpoints
are fixed at levels approximately 10% below the competitive amounts paid to
senior managers with comparable qualifications, experience and responsibility
at companies similar in size to that of the Company and engaged in the same or
similar businesses as the Company. The annual and long-term incentive
compensation is more highly leveraged and closely tied to the Company's success
in achieving significant financial performance goals.
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<PAGE> 14
In the early part of each fiscal year, the Compensation Committee reviews
with the CEO and approves any modification it deems appropriate in the annual
salary plan for the Company's senior executives (other than for the CEO). This
salary plan was developed with the assistance of an independent compensation
consultant and is based on industry, peer group and national surveys concerning
salary competitiveness. Performance judgments as to past and expected future
contributions of each individual senior executive are provided by the CEO.
Salary adjustments within the appropriate salary ranges are recommended by the
CEO. The Compensation Committee reviews the recommendations of the CEO and
fixes the base salary for each of the Named Officers and other senior
management position holders.
The objectives of the Annual and Long-Term Incentive Plans are to motivate
key employees to continue their efforts to improve the success and growth of
the Company and to encourage the high performing employees to remain with the
Company and to be rewarded for their performance.
As pertains to the Annual Incentive Plan for 1996, the Compensation
Committee reviewed and approved the recommendations of the CEO as pertaining to
the individual performance portion of the funded awards. In fixing the grant of
stock options, restricted stock and performance unit awards to each individual
in the senior management group, including the Named Officers other than the
CEO, the Compensation Committee reviewed with the CEO the recommended
individual awards. In doing so, the Long-Term Incentive Plan calls for taking
into account the respective scope of accountability, strategic and operational
goals, contributions of each individual in the senior management group, and the
Company-wide performance requirements for the granting of stock options and
restricted stock awards. The latter, having been met for the fiscal year 1996,
will result in stock option grants and restricted stock awards being made
during 1997.
Summary descriptions of the Annual Incentive and Long-Term Incentive Plans
have been previously provided in the subsections under this section of this
Proxy Statement describing executive compensation.
The foregoing report has been furnished by the Compensation Committee of
the Company consisting of the following individuals: Robert D. Davis, Radford
D. Lovett and H. Corbin Day.
DIRECTORS COMPENSATION
Except for T. O'Neal Douglas and Christopher A. Verlander, who received no
fees as directors or committee members of the Company, a director receives a
fee of $1,000 for each director's meeting he attends and a quarterly retainer
of $2,500. A member of the Board of Directors receives a fee of $500 for each
meeting of a committee he attends. Directors may elect payment in Shares by
participation in the Company's Stock Investment Plan or to defer the payment of
these fees according to an established plan under which the deferred amounts
are paid with interest in later years.
12
<PAGE> 15
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the five-year cumulative total
shareholder return on the Shares against the cumulative total return of the
Standard and Poor's Composite--500 Stock Index and a Peer Group for the period
commencing January 1, 1992 (closing price December 31, 1991) and ending
December 31, 1996.
Comparison of Five Year Cumulative Return (1) Among The Company, S&P 500 and
Peer Group (2)
[GRAPH]
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Peer 100.00 144.99 175.91 194.36 258.57 324.13
S & P 100.00 108.00 118.00 120.00 165.00 203.00
Company 100.00 135.36 130.64 136.80 168.71 199.06
</TABLE>
(1) Assumes a reinvestment of dividends and a $100 initial investment on
January 1, 1992 in the Company, S&P 500, and the Peer Group.
(2) The members of the peer group are Protective Life Corporation and Liberty
Corporation. The returns of each company have been weighted according to
their respective stock market capitalization for purposes of arriving at a
peer group average.
(3) In October 1993 the Company completed a public offering. The Company sold
1,872,045 Shares and certain selling shareholders sold an additional
980,300 Shares for a total number of Shares sold of 2,852,345. The price
of the Company's Shares since the offering has been impacted as a result
of this offering.
OTHER TRANSACTIONS AND RELATIONSHIPS
The Insurance Company is the carrier of the group health, accident and
sickness and life insurance of Winn-Dixie Stores, Inc. ("Winn-Dixie") of which
A. Dano Davis, Robert D. Davis and Radford D. Lovett, directors of the Company,
are also directors. Affiliates of A. Dano Davis and Robert D. Davis are
principal shareholders of the Company and Winn-Dixie. During 1996, the
Insurance Company received premiums of $3,060,963 for such group insurance. The
Insurance Company also received a net premium of $10,571,288 from Winn-Dixie to
fund a deferred compensation plan for certain senior officers and other key
management personnel of Winn-Dixie. In addition, the Insurance Company carries
life insurance policies on the lives of certain members of the Davis family and
on employees of a corporation owned by them. During 1996, the Insurance Company
received $287,214 in net premiums with respect to this insurance.
T. O'Neal Douglas, Chairman of the Board, President and Chief Executive
Officer of the Company, is also a director of Physician Sales & Service, Inc.;
A. Dano Davis, a director of the Company, is also Chairman of the Board of
Directors of Winn-Dixie; Robert D. Davis and Radford D. Lovett, directors of
the Company, are also directors of First Union Corporation, and Winn-Dixie; and
Mr. Lovett is also a director of Florida Rock Industries, Inc. and FRP
Properties, Inc.; Edward L. Baker, a director of the Company, is also Chairman
of the Board of Directors of Florida Rock Industries, FRP Properties, Inc., a
director of Flowers Industries, Inc. and Regency Realty; H. Corbin Day, a
director of the Company, is also a director of Blount International, Inc., all
of which corporations have securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934
13
<PAGE> 16
or subject to the requirements of Section 15(d) of that Act. In addition, T.
O'Neal Douglas, Chairman of the Board, President and Chief Executive Officer
of the Company, is a director of the Barnett Bank of Jacksonville, N.A., a
subsidiary of Barnett Banks, Inc.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers to file with the Securities and
Exchange Commission ("SEC") and the New York Stock Exchange initial reports of
ownership and reports of changes in ownership of the Shares. Executive officers
and directors are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1996, all
Section 16(a) filing requirements applicable to its executive officers and
directors were complied with.
PRINCIPAL SHAREHOLDERS
A beneficial owner of a security includes any person who directly or
indirectly has or shares voting power and/or investment power with respect to
such security. Voting power is the power to vote or direct the voting of
securities and investment power is the power to dispose of or direct the
disposition of securities.
The following table sets forth as of January 31, 1997, that group of
persons known to management owning of record or beneficially, more than 5% of
the Shares:
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
OWNER SHARES OWNERSHIP
- ----- --------- -------------
<S> <C> <C>
AHLI, Ltd. ( 1 ) ................................. 5,398,589 39.14%
Other Davis Family Shareholdings (2) ............. 382,569 2.77%
--------- -----
P.O. Box 19366; Jacksonville, Florida 32245-9366 5,781,158 41.91%
========= =====
</TABLE>
(1) A limited partnership of which D.D.I., Inc. and Estuary Corporation are
(a) limited partners and (b) members of a limited liability corporation
which is the sole general partner. Robert D. Davis is an officer and
manager and A. Dano Davis is a manager of the sole general partner, and
they have shared voting and dispositive powers for the Shares owned by the
limited partnership.
D.D.I., Inc. is wholly owned directly or indirectly by certain members
of the Davis family. Robert D. Davis, a director of the Company, and his
cousins, A. Dano Davis, a director of the Company and T. Wayne Davis and
Charles P. Stephens, son-in-law of M. Austin Davis, deceased uncle of
Robert D. Davis and A. Dano Davis, have shared voting and dispositive
powers for that corporation.
Estuary Corporation is principally owned by trusts for the benefit of A.
Dano Davis, his mother, his sister, his children and his sister's children.
As to Estuary Corporation, A. Dano Davis and Robert D. Davis share voting
and dispositive power.
(2) Includes Shares held directly or indirectly by trusts for the benefit of
various members of the Davis family, by Davis family members,
individually, or by entities which such family members control. Robert D.
Davis and A. Dano Davis have sole or shared voting and dispositive power
for 231,500 of such Shares.
ACCOUNTANTS
KPMG Peat Marwick LLP ("KPMG"), the Company's auditors, has completed its
examination of the Company's financial statements for the year ended December
31, 1996; and it is expected that representatives of KPMG will attend the
Annual Meeting and be available to respond to appropriate questions and make
appropriate comments concerning the Company.
Neither KPMG nor any of its associates has any relationship with the
Company or any of its subsidiaries except in its capacity as auditors. The
Company has not selected auditors to examine its financial statements for its
fiscal year ending December 31, 1997. It is the policy of the Company to delay
this selection until later in its fiscal year.
14
<PAGE> 17
GENERAL
The Company will bear the costs of solicitation of proxies. In addition to
the use of the mails, proxies, may be solicited by personal interview,
telephone and telegram by directors and officers and other employees of the
Company, and no additional compensation will be paid to such individuals.
Arrangements may also be made with the stock transfer agent and with brokerage
houses and other custodians, nominees and fiduciaries who are record holders of
Shares for the forwarding of solicitation material to the beneficial owners of
the Shares. The Company will, upon the request of such entities, pay their
reasonable expenses for completing the mailing of such material to such
beneficial owners.
Consistent with state law and under the Company's Articles of
Incorporation and By-laws, a majority of the Shares entitled to vote on
particular matters for which proxies are being solicited, present in person or
represented by a proxy, constitutes a quorum as to such matter.
The three nominees for election as directors at the Company's Annual
Meeting of Shareholders who receive the greatest number of votes properly cast
for the election of directors shall be elected directors. A majority of the
votes properly cast on the matter is necessary to approve any other matter
which comes before the Annual Meeting, except where law or the Company's
Articles of Incorporation or By-laws require otherwise.
The Company will count the total number of votes cast "for" approval of
proposals, other than the election of directors, for purposes of determining
whether sufficient affirmative votes have been cast. The Company will count
Shares represented by proxies that withhold authority to vote for a nominee for
election as a director or that reflect abstentions and "broker non-votes"
(i.e., Shares represented at the annual meeting held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) only as Shares that are
present and entitled to vote on the matter for purposes of determining the
presence of a quorum, but neither abstentions nor broker non-votes will have
any effect on the outcome of voting on the matter.
The Company's Annual Report to Shareholders for the fiscal year ended
December 31, 1996, which contains financial statements and other information,
is mailed herewith to shareholders, but is not to be regarded as proxy
soliciting material.
The Company is not aware of any matter which may be presented for action
at the meeting, or at any adjournment thereof, other than the matters set forth
herein. However, should any other matter requiring a vote of the shareholders
arise, it is intended proxies in the accompanying form will be voted in respect
thereof in accordance with the best judgment of the person or persons voting
the proxies, discretionary authority to do so being included in the proxy in
the interest of the Company.
Shareholders are urged to specify choices, date, sign and return the
accompanying proxy in the enclosed envelope to which no postage need be affixed
if mailed in the United States. Prompt response is helpful and your cooperation
will be appreciated.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
The deadline for the receipt of shareholder proposals for inclusion in the
Company's 1998 Proxy Statement and form of proxy and presentation at the 1998
Annual Meeting of Shareholders is November 21, 1997. Such proposals should be
sent to the Corporate Secretary of the Company at 1776 American Heritage Life
Drive, Jacksonville, Florida 32224.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED, WITHOUT CHARGE, BY ANY
SHAREHOLDER UPON WRITTEN REQUEST TO THE CORPORATE SECRETARY, AMERICAN HERITAGE
LIFE INVESTMENT CORPORATION, 1776 AMERICAN HERITAGE LIFE DRIVE, JACKSONVILLE,
FLORIDA 32224. EXHIBITS TO THE FORM 10-K WILL NOT BE SUPPLIED UNLESS
SPECIFICALLY REQUESTED, FOR WHICH THERE MAY BE A REASONABLE CHARGE.
15
<PAGE> 18
EXHIBIT A
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
PROXY
Solicited by the Board of Directors of American Heritage life Investment
Corporation
I (we) hereby appoint T. O'Neal Douglas, Robert D. Davis and W. Ashley Verlander
and each of them as proxies with power of substitution, to represent
me (us) and to vote all of my (our) shares in American Heritage
Life Investment Corporation on all matters which may come before the
1997 Annual Meeting of the Shareholders to be held on Thursday,
the 24th day of April, 1997, at 9:00 a.m., Jacksonville time,
in the Auditorium in the American Heritage Life Building, on the First Floor,
at 1776 American Heritage Life Drive, Jacksonville, Florida,
and at any adjournment thereof.
The proxies shall vote these shares as specified below or, where no choice
is specified shall vote the shares FOR the following proposals:
THE BOARD OF DIRECTORS RECOMMEND A VOTE "FOR" THE FOLLOWING PROPOSALS:
- ----------------------------------------------------------------------
1. To elect Three (3) Class III Directors to serve until the Annual Meeting of
Shareholders in 2000:
[ ] FOR nominees named below [ ] WITHHOLD AUTHORITY to vote
Class III Director: H. Corbin Day for nominees
Radford D. Lovett INSTRUCTION: TO WITHHOLD AUTHORITY
W. Ashley Verlander to vote for the nominees write that
name on the space provided below.)
-------------------------------
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or at any adjournment
thereof.
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY
(CONTINUED, AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 19
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
Should any other matter requiring a vote of the shareholders arise, the
proxies named on the reverse side hereof are authorized to vote the same in
accordance with their best judgement in the interest of the Company.
Please sign exactly as name appears below.
When shares are held by joint tenants,
both should sign. When signing as
attorney, executor, administrator, trustee
or guardian, please give full title as
such. If a corporation, please sign full
corporate name by president or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
-----------------------------------------------
SIGNATURE
-----------------------------------------------
SIGNATURE IF HELD JOINTLY
Date ---------------------------, 1997
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
