SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |x|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|x| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Motor Club of America
-----------------------------------------------
(Name of Registrant as Specified In Its Charter)
Motor Club of America
---------------------------------------
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|x| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
|_| $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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|_| 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:
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<PAGE>
MOTOR CLUB OF AMERICA
484 CENTRAL AVENUE
NEWARK, NEW JERSEY 07107
[LOGO]
------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 7, 1995
------------------------------
TO THE HOLDERS OF COMMON STOCK OF MOTOR CLUB OF AMERICA:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Motor
Club of America (the Company) will be held at the principal office of the
Company, 484 Central Avenue, Newark, New Jersey, on Wednesday, June 7, 1995, at
10:00 o'clock A.M. (Newark Time), for the following purposes:
1. To elect eight (8) directors of the Company to hold office until
the 1996 Annual Meeting of Stockholders and until their successors shall
have been duly elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 27, 1995,
as the record date for the determination of the holders of Common Stock entitled
to notice of and to vote at the meeting
If you cannot be present in person, your management would greatly
appreciate your filling in, signing and returning the enclosed proxy, in the
envelope provided for the purpose, in time to arrive no later than June 6, 1995.
Any proxy not received by that date may arrive too late to be voted at the
meeting.
By Order of the Board of Directors
PETER K. BARBANO
Secretary
Dated: Newark, New Jersey
May 4, 1995
<PAGE>
MOTOR CLUB OF AMERICA
484 CENTRAL AVENUE
NEWARK, NEW JERSEY 07107
-----------------
PROXY STATEMENT
-----------------
Annual Meeting of Stockholders
June 7, 1995
-----------------
This statement is furnished in connection with the solicitation of proxies
by the management of MOTOR CLUB OF AMERICA for use at the 1995 Annual Meeting of
Stockholders to be held on June 7, 1995, and at any and all adjournments
thereof. The Board of Directors has selected the close of business on April 27,
1995 as the record date, for purposes of determining shareholders entitled to
notice of, and entitled to vote at the Annual Meeting, and this proxy statement
is being mailed to such shareholders on or about May 4, 1995. On the record
date, there were 2,043,004 shares of Common Stock of the Company outstanding,
all of the par value of $.50 per share and each entitled to one vote on any
matter to be voted on at the meeting.
Other than the election of directors, which requires a plurality of the
votes cast, each matter to be submitted to the stockholders requires the
affirmative vote of a majority of the votes cast at the meeting. For purposes of
determining the number of votes cast with respect to a particular matter, only
those cast "For" or "Against" are included. Abstentions and broker non-votes are
counted only for purposes of determining whether a quorum is present at the
meeting.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the meeting, the shares represented thereby will be voted. The
attendance at the meeting by any stockholder who has previously given a proxy
will not have the effect of revoking the proxy; however, any such stockholder
may vote in person by delivering written notice of revocation of the proxy to
the Secretary of the Company prior to the exercise of the proxy.
Election of Directors
At the meeting eight directors are to be elected to hold office until the
1996 Annual Meeting of Stockholders, and until their successors have been duly
elected and qualified. It is the intention of the persons named in the enclosed
form of proxy to vote the shares represented thereby for the election of the
following nominees as directors of the Company. Each of the nominees is a member
of the Board of Directors of the Company. The principal occupations of Messrs.
Galatin, Fried, Lobeck, McWhorter, Pratt and Swanner for the last five years
appear below; Messrs. Gilbert and Haveron devote substantially all of their
business time to the affairs of the Company or one or more other companies in
the Motor Club of America Group, and have been active in the business of one or
more companies in the Motor Club of America Group for more than five years.
Should any of these nominees be unable or unwilling to accept nomination or
election for any presently unknown reason, it is the intention of the persons
named in this proxy to vote for such other person or persons as the management
of the Company may nominate.
<PAGE>
<TABLE>
<CAPTION>
Common Stock of the
Company Owned
Beneficially at
March 31, 1995
----------------------
Years in Which
Nominee Has Served Number
as Director of This of Percent
Name and Age Principal Occupations Company (Inclusive)(A) Shares(B) of Class
------------ --------------------- ---------------------- --------- --------
<S> <C> <C> <C> <C>
Archer McWhorter, 73 ..... Chairman of the Board of Directors of Companies in 1986-1995 301,635 14.76
the Motor Club of America Group; President of the
Company; consultant (to 1994) of Thrifty Rent-A-
Car System, Inc. (Thrifty), a car rental company;
Director (to November 1992) of Baggage, Inc., an
airline service and security company; President
of Acceptance, Inc., a finance company; from April
1995, one-third owner of NCR Acquisition Corpora-
tion (NCR), which entered agreement to purchase
National Car Rental, a car rental company
Stephen A. Gilbert, 56(C) Executive Vice President, General Counsel and Chief 1984-1995 10,500 .51
Operating Officer of the Company; President of
Companies in the Motor Club of America Group
Robert S. Fried, 65(C) ... Retired Senior Vice President (to May 1992) of 1956-1995 1,000 .05
Companies in the Motor Club of America Group
William E. Lobeck, Jr., 55 President of The Numbered Car Co., a car dealership, 1986-1995 289,601 14.18
and Chairman of Environmental Fuels Technologies,
L.L.C., a distributor of automotive alternative
fuel systems and supplier of fueling equipment; to
February 1993: President of Pentastar Transporta-
tion Group, Inc., Chairman of the Board of Dollar
Rent A Car Systems, Inc. and Snappy Car Rental,
Inc., car rental companies; President (to 1993) of
Thrifty; from April 1995, one-third owner of NCR
James D. Pratt, 54 ....... Chairman of the Board of Italix Management Corpora- 1986-1995 26,833 1.31
tion; Chief Executive Officer of Alpha-Century
Aviation, Inc., an aviation company; Vice Pres-
ident of Copra Media Productions, Inc., a media
production company
Alvin E. Swanner, 66 ..... Vice Chairman of the Board (to December 1993) of 1986-1995 301,634 14.76
Companies in the Motor Club of America Group;
consultant (to 1994) of Thrifty; President (to
1993) of Swanner & Associates, Inc., a car rental
company; President of Chateau, Inc., a golf and
country club, and Chateau Development Company,
Inc., a development company; from April 1995, one-
third owner of NCR
Malcolm Galatin, 55 ...... Professor of Economics, The City College of The City 1987-1995 -- --
University of New York
Patrick J. Haveron, 33 (C) Vice President and Chief Financial Officer of Com- 1994-1995 600 .03
panies in the Motor Club of America Group;
Treasurer of Motor Club of America Insurance
Company and subsidiary
</TABLE>
2
<PAGE>
Following is stock ownership information of officers of the Company who are
listed in the compensation tables that follow, but who are not included in the
Director tabulations above.
<TABLE>
<CAPTION>
Common Stock of the
Company Owned Beneficially
at March 31, 1995
-----------------------
Number of Percent
Name Title Shares (B) of Class
---- ----- ---------- --------
<S> <C> <C> <C>
George B. Myers, 68 ........... Vice President--Claims -- --
Myron Rogow, 52 ............... Vice President--Underwriting -- --
</TABLE>
- - --------------
(A) Includes years during any portion of which the nominee served as director.
(B) As reported to the Company by the named persons. The nature of beneficial
ownership for shares shown in this Proxy Statement is sole voting and
investment power, except 2,000 shares owned by two trusts, of which Mr.
Lobeck is the trustee.
(C) Member of Finance Committee.
The following table sets forth the number of outstanding shares of Common
Stock of the Company beneficially owned, directly or indirectly, by persons
known to the Company to be a beneficial owner of more than five percent of such
stock at March 31, 1995.
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Name and Address Owned of Class
---------------- ------------ --------
<S> <C> <C>
Archer McWhorter ......................................................... 301,635 14.76
1600 Smith Street
Houston, Texas 77002
William E. Lobeck, Jr. ................................................... 289,601 14.18
1132 South Lewis
Tulsa, Oklahoma 74104
Alvin E. Swanner ......................................................... 301,634 14.76
28 Chateau Haut Brion Street
Kenner, Louisiana 70065
</TABLE>
The following table shows the number of outstanding shares of equity
securities in the Company beneficially owned at March 31, 1995, by all 16
directors and officers of the Company as a group:
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Title of Class Owned of Class
-------------- ------------ --------
<S> <C> <C>
Motor Club of America Common Stock (par value $.50 per share) .................. 933,803 45.71
</TABLE>
3
<PAGE>
One of the Company's insurance subsidiaries, MCA Insurance Company (MCAIC)
was declared insolvent on October 23, 1992 as a result of claims of Hurricane
Andrew, which struck the South of Florida coast on August 24, 1992. The Company
wrote off in 1992 its investment in MCAIC and its subsidiaries,
Property-Casualty Company of MCA and Fairmount Central Urban Renewal
Corporation. The directors and executive officers of the Company, with the
exception of Malcolm Galatin, were directors and executive officers of MCAIC.
Committees of the Board
The Executive Committee serves as a policy-making and supervisory body for
all operations of the Company, has all the eligible powers of the Board of
Directors between meetings of the Board and also acts as the nominating
committee. Shareholders who wish to suggest nominees for director should write
to the Secretary of the Company at 484 Central Avenue, Newark, New Jersey 07107,
stating in detail the qualifications of such persons for consideration by the
Committee.
The Compensation and Evaluation Committee administers executive
compensation and bonus plans; it met two times during 1994.
The Stock Option Plan Committee administers the 1987 and 1992 Stock Option
Plans and met one time during 1994.
The Executive and Stock Option Plan Committees are comprised of Archer
McWhorter, William E. Lobeck, Jr. and Alvin E. Swanner. The Compensation and
Evaluation Committee is comprised of William E. Lobeck, Jr. and Alvin E.
Swanner.
The Audit Committee, which is comprised of Malcolm Galatin, Robert S. Fried
and James D. Pratt, assesses the Company's risk of fraudulent financial
reporting and management's program to monitor compliance with the code of
corporate conduct, participates in the recommendation of independent public
accountants and reviews the audit plans of the internal auditor and independent
public accountants. The Audit Committee met three times during 1994.
The Board of Directors of the Company met on seven occasions during 1994.
During 1994, none of the incumbent directors attended less than 75% of the
aggregate of (1) the total number of meetings of the Board ( held during the
period for which he has been a director) and (2) the total number of meetings of
all committees of the Board on which he served (during the period that he
served).
Directors' Compensation
Each non-employee director receives $1,000 per month from Companies in the
Motor Club of America Group. Directors who are also employees do not receive any
amount, in addition to their compensation, for being directors. Each member of
the Executive Committee receives $4,000 per month from Companies in the Motor
Club of America Group; and each non-employee member of the Audit and Finance
Committee receives $250 per meeting.
4
<PAGE>
Executive Compensation Tables
The following tables provide information about executive compensation.
SUMMARY COMPENSATION TABLE
The following table sets forth information about the compensation of the
chief executive officer and each of the four most highly compensated executive
officers of the Company for services in all capacities to the Company and its
subsidiaries.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Award (2)
------------------------ -------------
(a) (b) (c) (d) (e) (f)
Securities
Underlying All Other
Options/ Compen-
Names and principal Salary Bonus (1) SAR's (3) sation (4)
Position Year ($) ($) (#) ($)
------------------- ---- ------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Archer McWhorter ............... 1994 60,000 0 0 0
Chairman of the Board 1993 78,000 0 0 0
and President 1992 78,000 0 0 0
Stephen A. Gilbert
Executive Vice President 1994 155,000 85,209 0 6,930
General Counsel and 1993 155,000 30,000 7,500 4,497
Chief Operating Officer 1992 155,000 0 10,000 3,425
Myron Rogow .................... 1994 125,000 34,359 0 3,354
Vice President-- 1993 125,000 15,000 3,750 4,200
Underwriting 1992 117,775 0 5,000 1,702
George B. Meyers ............... 1994 100,000 27,487 0 3,311
Vice President-- 1993 100,000 12,500 3,750 3,375
Claims 1992 96,911 0 5,000 2,258
Patrick J. Haveron ............. 1994 105,000 57,722 0 2,780
Vice President and Chief 1993 90,000 17,500 3,750 3,242
Financial Officer 1992 89,064 0 5,000 1,863
</TABLE>
- - --------------
(1) Bonus amounts shown were earned with respect to the year indicated but may
have been paid in the following year.
(2) The Company does not have a restricted stock award plan or a long term
incentive award plan other than certain stock option plans.
(3) Amounts shown represent the number of stock options granted each year;
there are no stock appreciation rights.
(4) Amounts shown represent Company contributions for the account of each named
executive officer under the 401(k) Plan, a tax-qualified defined
contribution plan open to all salaried employees of the Company and certain
subsidiaries upon completion of one year of service.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no grants of options in 1994.
5
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION SAR VALUES
The following table provides information as to options exercised by each
of the named executive officers of the Company during 1994 and the value of
options held by such officers at year end measured in terms of the closing price
of the Company Common Stock on December 31, 1994.
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SAR's at Fiscal In-the-Money Option/SAR's
Acquired Value Year-End (2)(#) at Fiscal Year-End(2),(3)($)
on Exercise Realized (1) ---------------------------- ----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Archer McWhorter (4) ..................... N/A N/A N/A N/A 0 0
Stephen A. Gilbert ....................... 0 0 12,500 5,000 938 0
Myron Rogow .............................. 0 0 6,250 2,500 469 0
George B. Meyers ......................... 0 0 6,250 2,500 469 0
Patrick J. Haveron ....................... 0 0 6,250 2,500 469 0
</TABLE>
- - --------------
(1) No stock options were exercised in 1994.
(2) No SAR's have ever been issued.
(3) The values shown equal the difference at December 31, 1994 between the
exercise price of unexercised in-the-money options and the closing market
price of the underlying Common Stock. Options are in-the-money if the fair
market value of the Common Stock exceeds the exercise price of the option.
(4) Mr. McWhorter does not have any Company stock options.
LONG TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
The Company does not maintain any Long Term Incentive Plans other than
stock option plans previously disclosed.
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth on the following page is a line graph comparing the cumulative
total stockholder return on the Company's Common Stock against the cumulative
total return of the Center for Research in Security Prices at The University of
Chicago Graduate School of Business (CRSP) Index for NASDAQ Stock Market (United
States Companies) and the CRSP Index for NASDAQ Fire, Marine & Casualty
Insurance for the period of five years commencing December 29, 1989 and ending
December 30, 1994. The graph and table assume that $100 was invested on December
29, 1989 in each of the Company's Common Stock, the CRSP Index for the NASDAQ
Stock Market (United States Companies) and the CRSP Index for the NASDAQ Fire,
Marine & Casualty Insurance. This data was furnished by CRSP.
6
<PAGE>
Comparison of Five Year-Cumulative Total Years Returns
Performance Graph for
MOTOR CLUB OF AMERICA
[THE FOLLOWING PARAGRAPH WAS REPRESENTED BY A GRAPH IN THE PRINTED MATERIAL]
Motor Club CSRP Index for CSRP Index for
Date of America Nasdaq Stock Market Nasdaq Stocks
---- ---------- ------------------- --------------
12/29/89 100.0 100.0 100.0
12/31/90 55.6 84.9 95.6
12/31/91 73.9 136.3 135.7
12/31/92 16.0 158.6 182.5
12/31/93 32.0 180.9 188.6
12/30/94 35.2 176.9 181.9
7
<PAGE>
Executive Compensation
Report of the Compensation and Evaluation Committee and
Stock Option Plan Committee on Executive Compensation
The Compensation and Evaluation Committee was charged by the Board of
Directors with administering salaries and other compensation for executive
officers. The Stock Option Plan Committee administers the Company's incentive
stock option programs. For the purposes of insuring continuity in the
application of the Company's compensation philosophy, both Committees
(hereinafter referred to as the Committee) have identical membership, with Mr.
McWhorter also being a member of the Stock Option Plan Committee.
COMPENSATION PHILOSOPHY
There are several guiding principles of the Committee in performing its
functions. The Company's compensation philosophy is to provide a competitive
salary and other remuneration tied to Company performance against operating
goals in order to attract and retain quality insurance executives. Stock options
are provided to executives to offer additional incentive compensation
commensurate with Company performance.
The Committee believes this compensation philosophy properly balances its
executives' incentives to provide short-term operating performance.
The Company's radically changed financial circumstances directly affect the
application of this philosophy. While the structure of the philosophy remains
intact, the Company's return to financial health is the preeminent concern of
the Committee, and all compensation decisions derive from this concern.
COMPONENTS OF EXECUTIVE COMPENSATION
The Company's executive compensation program consists of: (i) an annual
salary, (ii) a short-term incentive in the form of participation in the Annual
Incentive Program and (iii) a long-term incentive in the form of stock options.
Salary
The Committee believes the Company has attracted executive officers with
talent and expertise which exceed the Company's current operating environment
and market scope. The wealth of talent and expertise has enabled the Company to
survive the extraordinary regulatory and operating circumstances which have
beset it in recent years. Accordingly, these executive officers are paid an
annual salary which is commensurate with their industry expertise, functional
expertise and value in the insurance marketplace.
Historically, many factors have been used to determine annual salary
increases. Such factors include Company performance, the Company's operating
plan and objectives thereunder, individual performance, Company performance in
relation to the industry, and the regulatory environment in which the Company
operates. In addition, exceptional performance by an individual, whether or not
it has a direct impact on Company performance, is taken into account in setting
salary increases.
8
<PAGE>
During recent years, the Company has in general employed a cap on the
maximum increase any employee, including executive officers, may receive over
the previous year's salary. The Company has utilized this strategy in order to
control its expenses.
In order to control expenses further and assist with the Company's
financial recovery, the Committee eliminated all salary increases for calendar
year 1993, including executive officers' salaries; for calendar year 1994 and
1995, the Committee has eliminated virtually all salary increases for key and
executive officers. The Committee does not believe these salary actions will be
detrimental to the Company's long-term prospects. The Committee further believes
that total compensation for executives and key officers should primarily be
determined by Company performance and that the Annual Incentive Program (AIP)
should be the featured additional remuneration component for these individuals,
as opposed to salary.
Stock Options
Stock options are granted as a means of providing executive officers and
key employees long term benefits and incentives from an improvement in Company
share performance. The options are granted at the market value of the stock on
the date of grant. Thus, the options gain value only to the extent the stock
price exceeds the option price during the life of the option. Options are
awarded in a manner which maintains the executive's focus on long-term share
performance.
The Committee is of the opinion that it would be in the Company's best
interests if such options continue to be granted. Many of the principal
competitors of the Company have adopted and now have in operation stock option
plans. The plans are used as incentive devices by corporations which wish to
attract new management , to convert their officers into "partners" by giving
them a stake in the business, to retain the services of executives who might
otherwise leave and to give their employees generally a more direct interest in
the success of the corporation. The Committee believes that executives are more
attuned to the concerns of shareholders if they participate in the ownership
function; stock options are a method of providing such an opportunity to
participate.
Annual Incentive Program
The Company also offers an AIP which provides incentive compensation tied
to the profitability of the Company against a performance factor which is
derived from the Company's calendar year Budget and Profit Plan. The
Compensation Committee selected participants in the 1994 AIP who perform
functions which directly affect the ability of the Company to meet its business
and performance objectives.
Under the 1994 AIP, because income before Federal income taxes for the year
was within a specific range as compared to the performance factor, bonuses of
varying percentages of salary, adjusted to reflect individual performance, have
been paid to the participants, including executive officers, during 1995.
The Committee reserves the right to withdraw the AIP in total or an
executive's participation in the AIP at any time. The Committee has established
an AIP for 1995 and its terms and performance factor are effective only for
1995.
9
<PAGE>
The 1995 AIP will offer incentive compensation tied to the profitability of
the Company against a performance factor which is derived from the Company's
calendar year Budget and Profit Plan. The Compensation Committee selected
participants in the 1995 AIP who perform functions which directly affect the
ability of the Company to meet its business and performance objectives.
Under the 1995 AIP, if income before Federal income taxes for the year is
within a specific range as compared to the performance factor, bonuses of
varying percentages of salary, adjusted to reflect individual performance, will
be paid to participants during 1996.
Archer McWhorter does not participate in any AIP. The executive officers
named in the Summary Compensation Table are participating in the AIP in 1995.
CHIEF EXECUTIVE OFFICER AND OTHER COMPENSATION
Other than compensation received as a result of his position as a director
of the Company, Archer McWhorter, the Chairman of the Board and President, does
not receive any compensation nor is it presently contemplated that Mr. McWhorter
receive any other compensation. The Committee believes this approach will
contribute to the Company's financial recovery. The function which Mr. McWhorter
performs as chief executive officer can thus enhance Company performance without
increasing Company expenses or reducing the Company's operating results and
performance. Accordingly, there were no factors or criteria upon which Mr.
McWhorter's compensation is based.
William E. Lobeck, Jr. Alvin E. Swanner
Compensation and Evaluation Committee Interlocks and Insider Participation
William E. Lobeck, Jr. and Alvin E. Swanner, who are members of the
Compensation and Evaluation Committee and the Stock Option Plan Committee, were
paid director's fees and certain expenses of $136,530 and $60,000, respectively,
during 1994. There are no Compensation and Evaluation Committee interlocks.
Retirement Plan and Certain Transactions
In 1954, the Company established an Employees' Retirement Plan (Pension
Plan), which as amended covers employees with one year's service and provides
annual retirement benefits based on salary and length of service to companies in
the Motor Club of America Group. The Pension Plan was amended as of January 1992
to suspend benefit accruals. The trustees of the Pension Plan, which is
non-contributory, are Robert S. Fried, Stephen A. Gilbert and Patrick J.
Haveron.
The trustees have purchased guaranteed investment group annuity contracts
and United States Government obligations to fund Pension Plan benefits.
10
<PAGE>
The annual Pension Plan benefits payable upon retirement at or after the
normal retirement age of 65 consist of an amount equal to the sum as of January
1992 of:
(a) 11/2% of the first $12,000 of an employee's average annual
compensation plus 21/4% in excess of $12,000, multiplied by the employee's
years of plan participation prior to January 15, 1983; and
(b) For each plan year after January 15, 1983, 13/4% of the first
$13,200 of the employee's annual compensation plus 23/4% in excess of
$13,200.
Early retirement is available at age 55 with 15 years of service. A
participant's Pension Plan benefits become 100% vested after five years of
service. Pension Plan amounts are not subject to deductions for Social Security
benefits or other offset amounts.
The following table sets forth certain information relating to the Pension
Plan with respect to the four most highly compensated executive officers of the
Company who are participants in the Pension Plan (Archer McWhorter is not a
participant in the Pension Plan):
<TABLE>
<CAPTION>
Estimated Annual Latest Remuneration Credited Years
Name Benefit at Age 65 Covered by the Plan (1) of Service (1)
---- ----------------- ----------------------- ---------------
<S> <C> <C> <C>
Stephen A. Gilbert ............... $52,650 $175,000 24
Myron Rogow ...................... 9,500 113,950 4
George B. Meyers ................. 35,000 92,700 41
Patrick J. Haveron ............... 4,950 79,500 4
</TABLE>
- - --------------
(1) As of January 1992 when Pension Plan accruals were suspended.
The only director or executive officer, or member of the immediate family,
whose aggregate indebtedness during 1994 to Companies in the Motor Club of
America Group exceeded $60,000 at any one time, was Dante Bediones, brother of
Norma Rodriguez. The largest aggregate amount of such indebtedness during 1994
was $73,751. The aggregate amount of indebtedness at January 1, 1995 was
$69,275, secured by a first mortgage made November 1985, on improved real
estate, bearing interest at the rate of 9% per annum.
Other Business
The management of the Company knows of no other matters which may be
presented at the meeting. However, if any matter not now known should come
before the meeting, it is intended that the persons named in the enclosed form
of proxy, or their substitutes, will vote the shares represented by them in
accordance with their judgment on such matter.
Financial Statements Available
A copy of the Annual Report of the Company for 1994, which contains
financial statements audited by the Company's independent public accountants, is
being sent to all stockholders with this proxy statement.
A copy of the Company's 1994 Annual Report on Form 10-K filed with the
Securities and Exchange Commission is available without charge upon written
request to the Chief Financial Officer of the Company, 484 Central Avenue,
Newark, New Jersey 07107.
11
<PAGE>
Relationship with Independent Public Accountants
The Board of Directors has selected the firm of Coopers & Lybrand L.L.P. as
the Company's principal independent public accountant for the year of 1995. One
or more members of this firm will attend the Annual Meeting, will have the
opportunity to make a statement if they so desire and will be available to
answer questions that may be asked by stockholders.
Proposals of Stockholders
In order for proposals of stockholders to be included in the proxy
materials for presentation at the 1996 Annual Meeting of Stockholders, such
proposals must be received by the Company no later than March 5, 1996.
Cost of Solicitation
The costs of the meeting, including the solicitation of proxies, will be
borne by the Company. Proxies will be solicited by mail, and may also be
solicited, without extra compensation, by certain directors, officers and
regular employees of the Company, by mail, telephone, telegraph, telecopy or
personally. Arrangement will be made with brokerage houses and other custodians,
nominees and fiduciaries to forward proxy soliciting material to the beneficial
owners of stock held of record by such persons, and the Company may reimburse
them for reasonable out-of-pocket expenses incurred by them in doing so.
If you cannot be present in person, your management would greatly
appreciate your filling in, signing and returning the enclosed proxy, in the
envelope provided for the purpose, in time to arrive not later than June 6,
1995. Any proxy not received by that date may arrive too late to be voted at the
meeting.
By Order of the Board of Directors
PETER K. BARBANO,
Secretary
Dated: Newark, New Jersey
May 4, 1995
12
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APPENDIX A
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PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
[LOGO] MOTOR CLUB OF AMERICA
for the
Annual Meeting of Stockholders June 7, 1995
PROXY: ARCHER McWHORTER, ALVIN E. SWANNER, WILLIAM E. LOBECK, JR. AND STEPHEN A. GILBERT, and each of them are hereby
appointed as attorneys and proxies, with full power of substitution, to represent and to vote all stock of MOTOR CLUB OF
AMERICA (the Company) in the name of the undersigned, as fully and effectively as the undersigned could do if personally
present, at the Annual Meeting of Stockholders of the Company, to be held at the office of the Company, 484 Central
Avenue, Newark, New Jersey 07107, on June 7, 1995 at 10 o'clock A.M. (Newark Time), and at any adjournment thereof, upon
the matters set forth in the Proxy Statement, which has been received by the undersigned, as indicated on the reverse
side hereof, and in their discretion in the transaction of such other business as may properly come before the meeting
or any adjournment thereof.
(Please mark, sign and date the reverse side and return promptly in the envelope provided)
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Election of directors (Mark Only One Box).
Nominees: A. McWhorter, S.A. Gilbert, R.S. Fried, M. Galatin, W.E. Lobeck, Jr., J.D. Pratt, A.E. Swanner, P.J. Haveron
[ ] Vote FOR all nominees listed above and recommended by the Board of
Directors, EXCEPT vote withheld from the following nominees (if any): [ ] Vote WITHHELD from all nominees.
..........................................................................
If no indication is made, the proxies
shall vote FOR the election of the
director nominees.
Please sign here personally, exactly as
your name appears hereon. Joint owners
must both sign.
DATED 19
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SIGNED
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SIGNED
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