MOTOR CLUB OF AMERICA
95 ROUTE 17 SOUTH
PARAMUS, NEW JERSEY 07653
[LOGO]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 11, 1997
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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 Marriott at Glenpointe Hotel,
100 Frank W. Burr Boulevard, Teaneck, New Jersey, on Wednesday, June 11, 1997,
at 10:00 o'clock A.M. (New Jersey Time), for the following purposes:
1. To elect eight (8) directors of the Company to hold office until
the 1998 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 May 1, 1997, 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 10,
1997. 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: Paramus, New Jersey
May 8, 1997
<PAGE>
MOTOR CLUB OF AMERICA
95 ROUTE 17 SOUTH
PARAMUS, NEW JERSEY 07653
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PROXY STATEMENT
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Annual Meeting of Stockholders
June 11, 1997
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This statement is furnished in connection with the solicitation of proxies
by the management of MOTOR CLUB OF AMERICA for use at the 1997 Annual Meeting of
Stockholders to be held on June 11, 1997, and at any and all adjournments
thereof. The Board of Directors has selected the close of business on May 1,
1997 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 8, 1997. On the record
date, there were 2,048,629 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
1998 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, 1997
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, 75 ........... Chairman of the Board of Directors of Companies 1986-1997 301,635 14.73
in the Motor Club of America Group; from 1995
to March 1997, Director of National Car
Rental Systems, Inc. and affiliated
corporations, a car rental enterprise
("NCR"); from 1995 to February 1997,
one-third owner of Santa Ana Holdings, Inc.
("Santa Ana"), which exchanged its 90% stock
interest in NCR for stock in Republic
Industries, Inc.; 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 (to January
1996) of Acceptance, Inc., a finance company
Stephen A. Gilbert, 58(C) ...... President and Chief Executive Officer of Com- 1984-1997 10,500 .51
panies in the Motor Club of America Group
Robert S. Fried, 67(C) ......... Retired Senior Vice President (to May 1992) of 1956-1997 1,000 .05
Companies in the Motor Club of America Group
William E. Lobeck, Jr., 57 ..... From 1995, CEO, President and Director of NCR; 1986-1997 289,601 14.14
from 1995 to February 1997, one-third owner
of Santa Ana, which exchanged its 90% stock
interest in NCR for stock in Republic
Industries, Inc.; President of The Numbered
Car Co., a car dealership; 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
Transportation Group, Inc., Chairman of the
Board of Dollar Rent A Car Systems, Inc. and
Snappy Car Rental, Inc., car rental companies
James D. Pratt, 56 ............. Chairman of the Board of Italix Management Cor- 1986-1997 26,833 1.31
poration and Italix Acquisition Corporation;
Chief Executive Officer of Alpha-Century
Aviation, Inc. and Jet East, Inc., aviation
companies; Chairman of the Board of The
Manheim Corporation, Inc., a custom furniture
manufacturing company
Alvin E. Swanner, 68 ........... From 1995 to March 1997, Chairman of the Board 1986-1997 301,634 14.73
and Director of NCR; from1995 to February
1997, one-third owner of Santa Ana which
exchanged its 90% stock interest in NCR for
stock in Republic Industries, Inc.; Vice
Chairman of the Board (to December 1993) of
Companies in the Motor Club of America Group;
consultant (to 1994) of Thrifty; President of
Swanner & Associates, Inc., formely a car
rental company; President of Chateau, Inc., a
golf and country club, and Chateau
Development
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Common Stock of the
Company Owned
Beneficially at
March 31, 1997
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>
Company, Inc., a development company;
President of 135 St. Charles, Inc., a hotel
development company
Malcolm Galatin, 57 ............ Professor of Economics, The City College of The 1987-1997 -- --
City University of New York
Patrick J. Haveron, 35 (C) ..... Executive Vice President and Chief Financial 1994-1997 600 .03
Officer of Companies in the Motor Club of
America Group; Treasurer of Motor Club of
America Insurance Company and Preserver
Insurance Company
</TABLE>
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.
Common Stock of the
Company Owned Beneficially
at March 31, 1997
-----------------------
Number of Percent
Name Title Shares (B) of Class
---- ----- ---------- --------
George B. Meyers, 70 .. Vice President--Claims -- --
Myron Rogow, 54 ....... Vice President--Underwriting -- --
- ----------
(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 Mr. McWhorter's shares are owned by a family trust
of which he and his wife are trustees, and 2,000 of Mr. Lobeck's shares are
owned by two trusts of which he is 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, 1997.
Shares
Beneficially Percent
Name and Address Owned of Class
---------------- ---------- --------
Archer McWhorter ................................. 301,635 14.73
1600 Smith Street
Houston, Texas 77002
William E. Lobeck, Jr. ........................... 289,601 14.14
7700 France Avenue South
Minneapolis, Minnesota 55435
Alvin E. Swanner ................................. 301,634 14.73
28 Chateau Haut Brion Street
Kenner, Louisiana 70065
3
<PAGE>
The following table shows the number of outstanding shares of equity
securities in the Company beneficially owned at March 31, 1997, by all 15
directors and officers of the Company as a group:
Shares
Beneficially Percent
Title of Class Owned of Class
-------------- ---------- -------
Motor Club of America Common Stock
(par value $.50 per share) ..................... 933,678 45.60
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 95 Route 17 South, Paramus, New Jersey 07653,
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 one time during 1996.
The Stock Option Plan Committee administers the 1987 and 1992 Stock Option
Plans and met one time during 1996.
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 1996.
The Board of Directors of the Company met on four occasions during 1996.
During 1996, 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), except James D. Pratt did not attend four of seven meetings as a result
of scheduling conflicts.
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
Committees 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 .................. 1996 60,000 0 0 0
Chairman of the Board 1995 60,000 0 0 0
1994 60,000 0 0 0
Stephen A. Gilbert ................ 1996 155,000 89,238 0 9,760
President and Chief 1995 155,000 86,223 0 9,630
Executive Officer 1994 155,000 85,209 0 7,827
Patrick J. Haveron ................ 1996 105,000 73,119 0 5,240
Executive Vice President 1995 105,000 70,250 0 5,021
and Chief Financial Officer 1994 105,000 57,722 0 3,551
Myron Rogow ....................... 1996 125,000 30,000 0 6,200
Vice President-- 1995 125,000 30,000 0 6,170
Underwriting 1994 125,000 34,359 0 5,300
George B. Meyers .................. 1996 100,000 25,000 0 7,465
Vice President-- 1995 100,000 25,000 0 6,540
Claims 1994 100,000 27,487 0 6,716
</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 include (a) 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, and (b) the value of
certain group life insurance premiums.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no grants of options in 1996.
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 1996 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, 1996.
<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 15,625 1,875 73,672 12,891
Patrick J. Haveron 0 0 7,813 937 36,836 6,445
Myron Rogow 0 0 7,813 937 36,836 6,445
George B. Meyers 0 0 7,813 937 36,836 6,445
</TABLE>
- ----------
(1) No stock options were exercised in 1996.
(2) No SAR's have ever been issued.
(3) The values shown equal the difference at December 31, 1996 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 31, 1991 and ending
December 31, 1996. The graph and table assume that $100 was invested on December
31, 1991 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 TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL]
Legend
<TABLE>
<CAPTION>
CRSP Total Returns Index for: 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95 12/31/96
- ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MOTOR CLUB OF AMERICA 100.0 21.6 43.2 47.6 112.4 164.3
Nasdaq Stock Market (US Companies) 100.0 116.4 133.6 130.6 184.7 227.2
NASDAQ Stocks (SIC 6330-6339 US + Foreign) 100.0 134.8 138.8 133.6 187.4 203.1
Fire, Marine, and Casualty Insurance
</TABLE>
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on
the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a
trading day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/31/91.
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 continuing financial improvement 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. 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 years since
1994, 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.
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.
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 1996 AIP who perform
functions which directly affect the ability of the Company to meet its business
and performance objectives.
Under the 1996 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 participants, including executive officers, during 1997.
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 1997 and its terms and performance factor are effective only for
1997.
9
<PAGE>
The 1997 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 will select
participants in the 1997 AIP who perform functions which directly affect the
ability of the Company to meet its business and performance objectives.
Under the 1997 AIP, if income before Federal income taxes for the year is
within a specific range as compared to the performance factor, bonuses, adjusted
to reflect individual performance, will be paid during 1998.
Archer McWhorter does not participate in any AIP. The executive officers
named in the Summary Compensation Table are participating in the AIP in 1997.
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 (who also was Chief
Executive Officer and President until March 1996), did not receive any
compensation. The Committee believes this approach contributed to the Company's
continued financial improvement. The function which Mr. McWhorter performed as
Chief Executive Officer thus enhanced 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 was 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, each
was paid director's fees of $60,000 during 1996. 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.
In order to fund Plan benefits, the trustees have purchased guaranteed
investment group annuity contracts and United States Government obligations, and
have placed funds with money managers who are investing these monies in a
balanced relationship between equity and fixed-income securities.
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
Patrick J. Haveron .......... 4,950 79,500 4
Myron Rogow ................. 9,500 113,950 4
George B. Meyers ............ 35,000 92,700 41
</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 1996 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 1996
was $64,379. The aggregate amount of indebtedness at January 1, 1997 was
$59,023, 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 1996, 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 1996 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, 95 Route 17 South,
Paramus, New Jersey 07653.
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 1997. 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 1998 Annual Meeting of Stockholders, such
proposals must be received by the Company no later than March 9, 1998.
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 10,
1997. 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: Paramus, New Jersey
May 8, 1997
12
<PAGE>
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
[LOGO] MOTOR CLUB OF AMERICA
for the
Annual Meeting of Stockholders June 11, 1997
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 Marriott at Glenpointe Hotel, 100
Frank W. Burr Boulevard, Teaneck, New Jersey 07666, on June 11, 1997 at 10
o'clock A.M. (New Jersey 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)
<PAGE>
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____
SIGNED ____________________________________
SIGNED ____________________________________
