Olympus Capital Corporation
115 South Main Street
P.O. Box 45035
Salt Lake City, Utah 84145-0035
Telephone (801) 325-1000
April 15, 1994
Dear Stockholder:
The 1994 Annual Meeting of the Stockholders of Olympus Capital
Corporation (the Corporation ) will be held on May 26, 1994 at the
corporate offices of the Corporation at 115 South Main Street, 2nd Floor,
Salt Lake City, Utah 84111, at 9:00 a.m., Mountain Daylight Time. You
should carefully review the enclosed Notice of Annual Meeting of
Stockholders and Proxy Statement as well as the accompanying Annual
Report to determine how to vote your shares by proxy or in person at the
meeting.
The items of business to be considered at the Annual Meeting or any
adjournment thereof are:
1. The election of three persons as Class III members of the
Board of Directors to serve until the Annual Meeting in 1997;
2. A proposal to approve the selection of Deloitte & Touche as
independent auditors of the Corporation for the fiscal year ending
December 31, 1994; and
3. The transaction of such other business, if any, as may
properly come before the meeting.
The Board of Directors recommends that you vote for the persons
nominated as directors by the Nominating Committee of the Board of
Directors and "for" the approval of Deloitte & Touche as independent
auditors. To do so, all you need to do is sign your proxy card and
return it in the enclosed postage prepaid envelope. If you hold multiple
stock interests, you will have received more than one mailing of proxy
materials. Please sign and return the proxy card for each mailing
received. A separate proxy is required for each stock ownership account.
It is important that you vote and return your proxy card or cards
if you do not attend the Annual Meeting in person. A majority of the
outstanding shares of the Corporation s common stock must be represented
in person or by proxy to establish a quorum at the Annual Meeting. The
absence of your proxy may necessitate an adjournment of the Annual
Meeting until sufficient shares of stock are represented to constitute a
quorum. If you attend the Annual Meeting in person, you may revoke your
prior proxies and vote in person, should you wish to do so. A previously
delivered proxy may be revoked by delivery of a subsequently executed
proxy or written revocation.
Sincerely,
A. Blaine Huntsman
Chairman
<PAGE>
Olympus Capital Corporation
115 South Main Street
P.O. Box 45035
Salt Lake City, Utah 84145-0035
Telephone (801) 325-1000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 26, 1994
To the Stockholders:
The Annual Meeting of the Stockholders of Olympus Capital
Corporation (the "Corporation") will be held at the corporate offices of
the Corporation at 115 South Main Street, 2nd Floor, Salt Lake City, Utah
on May 26, 1994 at 9:00 a.m., Mountain Daylight Time, for the following
purposes:
1. The election of three persons as Class III members of the
Board of Directors to serve until the Annual Meeting in 1997;
2. To consider and act upon a proposal to approve the selection
of Deloitte & Touche as independent auditors of the
Corporation for the fiscal year ending December 31, 1994; and
3. To transact such other business, if any, as may properly come
before the Annual Meeting.
The Board of Directors has fixed the close of business on April 15,
1994 as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
K. John Jones, Secretary
Salt Lake City, Utah
April 15, 1994
YOUR VOTE IS IMPORTANT
Please sign and date the enclosed proxy card and return it promptly
in the enclosed postage prepaid return envelope, whether or not you
expect to attend the Annual Meeting. You may revoke your proxy either by
delivering a subsequently executed proxy or declaration of revocation or
by attending and voting at the Annual Meeting in person.
<PAGE>
PROXY STATEMENT April 15, 1994
ANNUAL MEETING OF STOCKHOLDERS
OF
OLYMPUS CAPITAL CORPORATION
115 South Main Street, P.O. Box 45035
Salt Lake City, Utah 84145-0035
TABLE OF CONTENTS
General 4
Proposal 1 - Election of Directors 5
The Directors 7
Standing Committees of the Board of Directors 8
Proposal 2 - Selection of Auditors 8
Management
Executive Officers 9
Executive Compensation 10
Interest of Management in Certain Transactions 14
Principal Holders of Voting Securities 15
Stockholder Proposals for 1995 Annual Meeting 16
Other Matters 16
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
OF
OLYMPUS CAPITAL CORPORATION
115 South Main Street, P.O. Box 45035
Salt Lake City, Utah 84145-0035
GENERAL
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Olympus Capital
Corporation (the "Corporation"), to be voted at the Annual Meeting of
Stockholders of the Corporation which will be held on May 26, 1994 for
the purposes set forth in the foregoing Notice of Annual Meeting of
Stockholders. This Proxy Statement, the foregoing Notice of Annual
Meeting of Stockholders and the enclosed form of Proxy are first being
mailed to stockholders of record of the Corporation on or about April 15,
1994.
The close of business on April 15, 1994 has been fixed as the
record date for the determination of stockholders entitled to
and to vote at the Annual Meeting. On that date there were outstanding
and entitled to vote 3,099,639 shares of common stock, par value $1.00
per share, of the Corporation. A majority of the issued and outstanding
shares of common stock entitled to vote, represented in person or by
proxy, is required for a quorum at the Annual Meeting. Abstentions and
broker non-votes will be counted as "represented" for the purpose of
determining the presence or absence of a quorum. Under Utah law, once a
quorum is established, shareholder approval with respect to a particular
proposal is generally obtained when the votes cast in favor of the
proposal exceed the votes cast against the proposal. Accordingly,
abstentions and broker non-votes will not have the effect of being
considered as votes cast against any matter considered at the Annual
Meeting. The three nominees receiving, respectively, the highest number
of votes cast for the election of Class III directors at the Annual
Meeting will be elected as directors of the Corporation. Each
stockholder has cumulative voting rights with respect to the election of
directors. Cumulative voting allows a stockholder to cast a number of
votes for the election of directors determined by multiplying the number
of shares held times the number of directors to be elected. A
stockholder may cast all of his or her votes for one nominee or he or she
may distribute his or her votes between the nominees, if he or she
desires. A stockholder who wishes to vote by proxy, and exercise his or
her cumulative voting rights in doing so, should advise the Board of
Directors in writing how he or she wishes to have his or her votes
distributed among the nominees for directors. Such written instructions
should accompany the proxy card or cards to which they relate. The
proposal that the firm of Deloitte & Touche be approved as independent
auditors, and all other matters that may properly come before the meeting
will be approved if the votes cast in favor of such proposal or matter
exceed the votes cast against such proposal or matter. Each share of
common stock of the Corporation is entitled to one vote on all matters
that properly come before the meeting.
<PAGE>
PROXIES
Shares represented by proxies received by the Corporation will be
voted in accordance with the specifications made therein by the
stockholder or, with respect to cumulative voting, in any accompanying
written instructions. Any proxy not specifying the contrary will be
voted in favor of the nominees designated herein for the directors (the
persons named in the proxies will, in their discretion, exercise a
stockholder's cumulative voting rights and distribute votes between the
nominees designated herein for directors), to select Deloitte & Touche as
independent auditors and, in the discretion of the Board of Directors, on
any other business which may properly come before the meeting. Prior to
the actual vote thereof at the Annual Meeting, or any adjournment
thereof, a proxy may be revoked by the person giving such proxy by such
person filing with the Secretary of the Corporation, at the address set
forth above, a written revocation or duly executed proxy bearing a later
date or by such person voting in person at the Annual Meeting.
In addition to the solicitation of proxies by mail, certain of the
officers and employees of the Corporation or Olympus Bank, a Federal
Savings Bank, the principal operating subsidiary of the Corporation
("Olympus Bank"), without remuneration, may solicit proxies on behalf of
management in person or by telephone, facsimile transmission, telegraph,
or cable. The Corporation will also request brokerage houses, nominees,
custodians, and fiduciaries to forward soliciting materials to the
beneficial owners of stock held of record and will reimburse such persons
for the reasonable cost of forwarding such materials. The costs of the
Annual Meeting and of this solicitation of proxies will be borne by the
Corporation.
PROPOSAL 1 - ELECTION OF DIRECTORS
On February 1, 1994 the Nominating Committee of the Board of
Directors nominated the following persons, all of whom are presently
directors, to serve in the class and for the term indicated below, and
until their respective successors have been elected and qualified:
To Serve Until
Name Class of Director Annual Meeting in
Richard G. Price III 1997
Ramon E. Johnson III 1997
K. John Jones III 1997
<PAGE>
The Board of Directors recommends that the stockholders vote "for"
the above-named nominees. It is intended that the persons named in the
accompanying proxy will vote for the election of those persons unless the
stockholder giving the proxy withholds authority to vote for one or more
of them. The Board of Directors believes that each of the nominees will
be available and able to serve as a director, but if for any reason any
of them is not, the persons named in the proxy may exercise discretionary
authority to vote for substitute nominees proposed by the Board of
Directors.
The Corporation presently has eight directors consisting of
two Class I, three Class II and three Class III directors. The Bylaws of
the Corporation indicate that the Board of Directors of the Corporation
shall consist of no less than three members and no more than fifteen
members as determined by resolution of the Board of Directors from time
to time. The Board of Directors has set the number of directors at
eight. The Amended and Restated Articles of Incorporation of the
Corporation provide that the Board of Directors shall be divided into
three classes. One class is to be elected annually. Directors in a
class are elected for three years and until a successor is duly elected
and qualified. Proxies cannot be voted for a greater number of persons
than the number of nominees named herein.
John L. Richards resigned from the Board of Directors of the
Corporation and Olympus Bank effective March 18, 1993. Mr. Richards
served as a Class I member of the Board. On July 29, 1993, K. John Jones
was elected as a Class III director of the Corporation and Olympus Bank
by the Board of Directors.
Gregory L. Smith, currently serving as a Class II director of the
Board of Directors of the Corporation and Olympus Bank, has submitted
his resignation as a director effective May 26, 1994. The vacancy will
not be filled at the Annual Meeting as a suitable candidate has not been
identified or nominated. As a result, there will be a vacancy in the
Board of Directors after May 26, 1994.
Information concerning the directors of the Corporation, including
the nominees and the Named Executive Officers (as hereinafter defined),
is set forth in the table at the top of the next page. This table also
indicates the number of shares of the Corporation's common stock
beneficially owned by each director and each such Named Executive Officer
or which such director or Named Executive Officer has the right to vote
or acquire, and by all directors and executive officers as a group as of
March 31, 1994.
<PAGE>
<TABLE>
<CAPTION>
Stock Ownership
Director Amount & Nature Percent
Name Age Since Title of Class of Beneficial Ownership<F1> of Stock
<S> <C> <C> <C> <C> <C> <C>
DIRECTORS SERVING UNTIL
1995 ANNUAL MEETING
Class I
A. Blaine Huntsman 57 1988 Common Stock 246,026 shares<F2> 7.6%
Gregory L. Smith 57 1989 Common Stock 12,300 shares Less than 1%
DIRECTORS SERVING UNTIL
1996 ANNUAL MEETING
Class II
Richard N. Hokin 53 1982 Common Stock 304,000 shares<F3> 9.8%
James K. Loebbecke 57 1992 Common Stock 2,000 shares Less than 1%
R. Gibb Marsh 45 1992 Common Stock 15,200 shares<F4> Less than 1%
DIRECTORS SERVING UNTIL
1994 ANNUAL MEETING
Class III
Richard G. Price 66 1972 Common Stock 100 shares Less than 1%
Ramon E. Johnson 58 1990 Common Stock 713 shares Less than 1%
K. John Jones 40 1993 Common Stock 10,002 shares<F5> Less than 1%
OTHER NAMED EXECUTIVE
OFFICERS
Gary L. Matern 50 - Common Stock 10,090 shares<F6> Less than 1%
All directors
and executive officers
as a group (10 persons) Common Stock 605,444 shares<F7> 18.6%
<FN>
<F1>The above table does not include shares held for the account of the
indicated persons and group by the Employee Stock Bonus Plan which
on February 28, 1993 held 117,435 shares.
<F2>The above table includes 74,500 shares owned by a limited partnership
in which Mr. Huntsman is a limited partner with 37% ownership. The
table includes 125,000 shares which Mr. Huntsman has the right to
acquire pursuant to stock options.
<F3>See footnote 1 to the table under "Principal Holders of Voting
Securities" for a description of Mr. Hokin's benificial ownership.
<F4>The above table includes 5,000 shares which Mr. Marsh has the right to
acquire pursuant to stock options.
<F5>The above table includes 8,000 shares which Mr. Jones has the right to
acquire pursuant to stock options.
<F6>The above table includes 10,000 shares which Mr. Matern has the right
to acquire pursuant to stock options.
<F7>The above table includes 148,000 shares which certain directors and
executive officers have the right to acquire pursuant to stock options.
</TABLE>
<PAGE>
THE DIRECTORS
A. Blaine Huntsman was elected Vice Chairman of the Board of
Directors of the Corporation and Chief Executive Officer of the
Corporation in July 1988, Chairman of the Board of Directors in December
1988 and served as President of the Corporation from August 1989 to
August 1993. He was elected a director of Olympus Bank in July 1988 and
Chairman of the Board of Directors in August 1989. He also served as
President of Olympus Bank from August 1989 to January 1991. Mr. Huntsman
was Professor of Finance at the University of Utah from 1972 to 1988 (but
was on leave for significant periods of time during such years to pursue
various business activities), and served as Dean of the Graduate School
of Business and College of Business from 1975 to 1980. He was co-founder
and Chairman of the Board of Huntsman Container Corporation (a
manufacturer of polystyrene containers) and of Huntsman-Christensen
Corporation (a real estate construction and development firm). Mr.
Huntsman received his Ph.D. in Economics from the University of
Pennsylvania (Wharton School) in 1968. He served as a director of Dean
Witter Reynolds Organization, Inc. from 1978 until its acquisition by
Sears in 1982 and was a director of Arcata Corporation from 1978 to 1982.
He currently serves as a director of Geneva Steel Company, a Utah
corporation engaged in steel manufacturing, Zions Co-operative Mercantile
Institution, a retailing company serving the intermountain area, and of
Kahler Corporation, a hotel operator.
Gregory L. Smith is an investor and consultant and has been a
director of the Corporation and Olympus Bank since April 1989. Mr. Smith
has been Chairman of Fountain Capital Management in Overland Park,
Kansas, since March 1990. He has been President and Chief Executive
Officer of Gregory L. Smith and Sons, Inc., a privately owned consulting
firm, since August 1978. In 1990, he became a trustee of the Lutheran
Church, Missouri Synod, Foundation. From 1982 to March 1988, Mr. Smith
was President and Chief Executive officer of Smith Breeden Associates, a
privately owned firm specializing in financial consulting services. He
is a member of numberous boards for both charitable and private
organizations. Mr. Smith has been a director of the Corporation and
Olympus Bank since 1989.
Richard N. Hokin has been Chairman of Intermountain Industries,
Inc., Boise, Idaho, since 1984. Intermountain's principal subsidiary,
Intermountain Gas Company, distributes natural gas in southern Idaho.
Mr. Hokin is managing general partner of Century Partners, a private
investment partnership, organized in 1967, which holds approximately 9.4%
of the outstanding common stock of the Corporation. Mr. Hokin has been a
director of the Corporation and Olympus Bank since 1982.
Ramon E. Johnson has been a Professor of Finance at the University
of Utah since 1966. He received his Ph.D. in finance from the University
of Wisconsin in 1966. Mr. Johnson is a Chartered Financial Analyst and
belongs to several professional societies, including the Financial
Management Association. He was a member of the Consumer Advisory Council
for the Federal Reserve Board from 1987 to 1989, and is currently a
member of the Utah State Board of Financial Institutions. In 1983, he
served as a member of the task force for Current Value Accounting for the
Federal Home Loan Bank Board. In addition to his teaching and research
activities, Mr. Johnson has been a consultant for several financial
institutions and public utility companies in Salt Lake City, Utah, as
well as the Utah State Legislative Auditor General. Mr. Johnson has been
a director of the Corporation and Olympus Bank since 1990.
<PAGE>
James K. Loebbecke has been a Professor of Accounting at the
University of Utah since 1980. Prior to 1980 he was a partner in the
accounting firm of Touche Ross & Co. in its New York office. Mr.
Loebbecke has authored several books and articles on the subjects of
auditing and other accounting issues and is a member of several
professional societies, including the American Institute of Certified
Public Accountants. In addition to his teaching and research duties, Mr.
Loebbecke is a principal in Norman/Loebbecke Associates, financial and
litigation consultants, where he performs services as an expert witness
in business and accounting-related litigation. Mr. Loebbecke has been a
director of the Corporation and Olympus Bank since 1992.
R. Gibb Marsh has been employed by the Corporation, or one of its
subsidiaries, since June of 1972. Mr. Marsh was elected President and
Chief Operating Officer of Olympus Bank in May 1993. He was elected
President of the Corporation in August 1993. Prior to his election as
President of Olympus Bank, Mr. Marsh was the Chief Credit Officer for
Olympus Bank with principal responsibility for loan origination and
underwriting, loan servicing and special asset management. Mr. Marsh has
held many positions during his 21 year tenure with Olympus Bank. He has
been a director of the Corporation and Olympus Bank since 1992.
K. John Jones has been employed by the Corporation, or one of its
subsidiaries, since February 1979. Mr. Jones has been a Senior Vice
President of the Corporation since 1987. He was elected as Chief
Financial Officer in 1989. Mr. Jones is also the Secretary and Treasurer
of the Corporation and Olympus Bank. His services to the Corporation and
Olympus Bank have been in the areas of interest rate risk management,
investment securities, commercial real estate underwriting and internal
auditing. On July 29, 1993 he was elected by the directors of the
Corporation and Olympus Bank to fill a vacancy in the Board of Directors
of the Corporation and Olympus Bank.
STANDING COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation has an Executive
Committee, an Audit Committee, an Executive Compensation Committee, and a
Nominating Committee. The membership and functions of these four
committees are described below:
Executive Committee. The Executive Committee presently is composed
of Richard N. Hokin, A. Blaine Huntsman, and Ramon E. Johnson. This
committee has the authority to act for the Board of Directors in the
interim between Board Meetings. The Executive Committee did not hold any
meetings in 1993.
Audit Committee. The Audit Committee is presently composed of
Richard G. Price, Ramon E. Johnson, and James K. Loebbecke. The
functions of the Audit Committee include making recommendations to the
full Board of Directors concerning the engagement or discharge of the
independent auditors, reviewing with the independent auditors the results
of the auditing engagement and reviewing the independence of the
independent auditors. In addition, the Audit Committee selects the
internal auditors, reviews the scope and results of the internal auditing
procedures and reviews the adequacy of the system of internal accounting
records. The Audit Committee also provides oversight by reviewing, in
summary, a list of each loan reviewed by the Loan Review Group and any
overall trends noted in the portfolio. Additionally, the Audit Committee
<PAGE>
confirms with the Loan Review Group the loan classifications assigned
pursuant to the independent review. The Audit Committee held nine
meetings during 1993.
Executive Compensation Committee. The Executive Compensation
Committee is composed of certain non-management directors, presently
consisting of Richard N. Hokin, Gregory L. Smith, and Richard G. Price.
The functions of the Executive Compensation Committee include making
recommendations to the Board of Directors concerning the remuneration
arrangements for senior management and directors, recommending
compensation plans in which officers are eligible to participate and
recommending compensation and stock options to be granted under such
plans. The Executive Compensation Committee held four meetings during
1993.
Nominating Committee. The Nominating Committee is composed of the
full Board of Directors. Pursuant to the Bylaws of the Corporation, the
Nominating Committee has or will deliver written nominations to the
Secretary of the Corporation at least twenty days prior to the date of
the Annual Meeting. The Bylaws provide that no nominations for directors
except those made by the Nominating Committee may be voted upon at the
Annual Meeting unless other nominations by stockholders are made in
writing and delivered to the Secretary of the Corporation at least sixty
days (but not more than ninety days) prior to the one year anniversary of
the previous year's Annual Meeting. Ballots bearing the names of all
persons nominated by the Nominating Committee and by stockholders shall
be provided for use at the Annual Meeting. The Nominating Committee is
not required to consider nominees suggested, but not timely made, by
stockholders. The Nominating Committee held two meetings during 1993.
A total of 16 regularly scheduled and special meetings of the
Corporation's Board of Directors were held in 1993. No person who is
currently a director attended fewer than 75% of the aggregate of the
total number of such meetings and the total number of meetings held by
all committees of the Board of Directors in which he served which were
held during the period he was a director.
PROPOSAL 2 - SELECTION OF AUDITORS
The Audit Committee has recommended to the Board of Directors, and
the Board of Directors recommends to the stockholders, that the firm of
Deloitte & Touche be selected as the independent auditors of the
Corporation for the 1994 fiscal year. Deloitte & Touche, or the
predecessor firm, Deloitte, Haskins & Sells, has served as independent
auditors for each fiscal year of the Corporation's existence and, since
1970, for Olympus Bank.
<PAGE>
A representative of Deloitte & Touche is expected to attend the
Annual Meeting. He will have an opportunity to make a statement if he so
desires and will be available to answer appropriate questions from
stockholders.
MANAGEMENT
Executive Officers
The executive officers of the Corporation are as follows:
<TABLE>
<CAPTION>
Name Age Officer Since<F1> Positions
<S> <C> <C> <C>
A. Blaine Huntsman 57 1988 Director, Chairman of the Board and Chief Executive
Officer of the Corporation and a Director, Chairman of
the Board and Chief Executive Officer of Olympus Bank
R. Gibb Marsh 45 1977 President and Chief Operating Officer of the
Corporation and Olympus Bank
K. John Jones 40 1987 Senior Vice President, Chief Financial Officer,
Secretary and Treasurer of the Corporation and
Olympus Bank
Gary L. Matern 50 1990 Senior Vice President of
the Corporation and Olympus Bank
Kathy K. Hale 46 1987 Senior Vice President of the Corporation and Olympus
Bank and Chief Credit Officer of Olympus Bank
<FN>
<F1> Indicates the period of time during which such persons have served
as officers of the Corporation or Olympus Bank.
</TABLE>
There is no family relationship between any of the directors or
executive officers. All officers are elected annually by the Board of
Directors to serve until they are removed by the Board of Directors or
until their successors have been duly elected and qualified.
For information concerning the positions and background of A.
Blaine Huntsman, R. Gibb Marsh and K. John Jones, see "The Directors"
above.
Gary L. Matern has been an employee and executive officer of the
Corporation and Olympus Bank since July 1990. From 1988 to 1990 he was
an Account Manager for Systematics Inc. of Little Rock, Arkansas, and
from 1964 to 1988 he was Vice President and Cashier for First Interstate
Bank of Utah, N.A.
<PAGE>
Kathy K. Hale has been an employee of the Corporation and Olympus
Bank since 1976 and an executive officer of the Corporation since January
1987.
Disclosure of Delinquent Filings
A. Blaine Huntsman, Chairman of the Board, Chief Executive Officer
and Director, James K. Loebbecke, Director, Gary L. Matern, Senior Vice
President, and Kathy K. Hale, Senior Vice President and Chief Credit
Officer, each filed one late report Form 4 during fiscal 1993 each
relating to a single transaction.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
the compensation paid or accrued by the Corporation and its subsidiaries,
to or on behalf of the Corporation's Chief Executive Officer and each of
the other four most highly compensated executive officers of the
Corporation whose compensation exceeded $100,000 for the year (determined
as of the end of the last fiscal year)(hereafter referred to as the
"Named Executive Officers") for the fiscal years ending December 31,
1991, 1992, and 1993.
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION> Long Term Compensation
Annual Compensation Awards Payouts
Other
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
sation Awards Options/ Payouts sation
Name & Principal Year Salary ($) Bonus ($) ($) ($) SARs (#) ($) ($)<F1>
Position
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A. Blaine Huntsman 1993 $182,200 - - - - - $14,897
Chairman & 1992 $182,200 - - - - - $20,004
CEO 1991 $182,200 - - - 100,000 - $18,751
R. Gibb March 1993 $88,000 $36,379 - - - - $ 7,141
Director, President 1992 $88,000 $ 3,000 - - 20,000 - $10,560
COO 1991 $85,000 $10,000 - - 10,000 - $10,200
K. John Jones 1993 $75,000 $31,005 - - - - $ 4,958
Director, Sr. V.P., 1992 $67,500 $ 3,000 - - 15,000 - $ 6,066
CFO, Sec.& Treas. 1991 $65,000 $ 5,000 - - 5,000 - $ 5,844
Gary L. Matern 1993 $75,000 $31,005 - - - - $ 6,086
Sr. V.P.- 1992 $75,000 $ 3,000 - - 15,000 - $ 9,000
Operations 1991 $72,000 $ 5,000 - - 5,000 - $ 4,320
<FN>
<F1>The amounts shown in this column are the annual employer
contributions to the non-contributory retirement plan and the employee
stock bonus plan.
</TABLE>
Stock Options
No individual grants of stock options or free standing stock
appreciation rights were granted during fiscal 1993 to the Named
Executive Officers.
Option Exercises
The following table provides information, with respect to the Named
Executive Officers, concerning the exercise of options and/or SARs during
the fiscal year and unexercised options and SARs held as of the end of
the fiscal year:
<PAGE>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End at FY-End<F1>
(#) ($)
Shares Acquired Value
on Exercise Realized Exercisable(E)/ Exercisable(E)/
Name (#) ($) Unexercisable (U) Unexercisable (U)
<S> <C> <C> <C> <C> <C> <C>
A. Blaine Huntsman - - 125,000 (E) $1,350,000 (E)
R. Gibb Marsh 10,000 $97,500 5,000 (E) $ 44,350 (E)
15,000 (U) $ 135,000 (U)
K. John Jones 2,000 $19,500 8,000 (E) $ 78,100 (E)
10,000 (U) $ 90,000 (U)
Gary L. Matern - - 10,000 (E) $ 100,600 (E)
10,000 (U) $ 90,000 (U)
<FN>
<F1>The price of a share of the Corporation's common stock as reported
by NASDAQ on December 31, 1993 was $14.50. The value of unexercised
options is the difference between the exercise price and the price
of a share of the Corporation's common stock as of December 31, 1993.
</TABLE>
Employment Contracts and Termination of Employment Agreements
The Corporation has entered into a Deferred Compensation Agreement
(the "Agreement") with A. Blaine Huntsman in connection with Mr.
Huntsman's employment as Chief Executive Officer of the Corporation. The
Agreement provides that a general ledger account (the "Deferred
Compensation Account") shall be established with $1,250 being credited
thereto on the first day of each month commencing on August 1, 1988 and
continuing until the termination of Mr. Huntsman's employment with the
Corporation. The Deferred Compensation Account has been established
solely for accounting and record keeping purposes and there may be no
actual assets or property in such account. Any amount credited to the
Deferred Compensation Account will (solely for accounting purposes) be
invested in investments that are approved by Mr. Huntsman. Upon
termination of Mr. Huntsman's employment, the Corporation shall pay to
him or his designated beneficiary (in the event of death) the fair market
value of the Deferred Compensation Account as of the date of termination
in five equal annual installments. Each installment shall include the
<PAGE>
earnings on the remaining balance until the Deferred Compensation Account
shall have been paid out in full. At no time shall Mr. Huntsman have any
property interest whatsoever in any specific asset of the Corporation as
a result of the Agreement.
The Board of Directors adopted a cash incentive plan in 1993 that
provides for additional compensation to be paid to R. Gibb Marsh, K. John
Jones, Gary L. Matern and Kathy K. Hale, in the event of a "change in
control" of the Corporation or Olympus Bank if such officers are still
employees and officers of Olympus Bank at the date immediately prior to
such change in control. The amount of additional compensation to be paid
to such executive officers, as a group, shall be equal to 2% of the
greater of (i) the fair market value of the issued and outstanding common
stock of the Corporation on the date immediately prior to the change in
control, or (ii) the "tangible net worth" of the Corporation immediately
prior to the change in control. Under the terms of the cash incentive
plan, R. Gibb Marsh, K. John Jones, Gary L. Matern and Kathy K. Hale
would be entitled to receive 31%, 23%, 23% and 23%, respectively, of such
additional compensation distributable under the cash incentive plan.
In addition, the exercisability of certain options granted to the
Named Executive Officers will be accelerated under the terms of the Stock
Option Plan in the event that the Corporation, its shareholders, or both,
enter into a written agreement to dispose of all or substantially all of
the assets or stock of the Corporation by means of a sale, merger,
consolidation, reorganization, liquidation or similar transaction.
Board Compensation Committee Report on Executive Compensation
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act that incorporates by
reference, in whole or part, subsequent filings including, without
limitation, this Proxy Statement, the following Report of the Executive
Compensation Committee and the Performance Graph set forth below shall
not be, and shall not be deemed to be, incorporated by reference into any
such filings.
<PAGE>
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
Executive Compensation Principles
The Corporation's executive compensation program is based on
guiding principles designed to align executive compensation with the
values, objectives and business and financial performance of the
Corporation. The basic philosophy of the Executive Compensation
Committee of the Board of Directors of the corporation (the "Compensation
Committee") is to attempt to align the interests of senior management
with the interests of the shareholders of the Corporation. Accordingly,
the executive compensation program is designed to achieve the following
objectives:
* Attracting and retaining highly qualified individuals who are
capable of making significant contributions to the long-term
success of the Corporation.
* Rewarding executive officers for long-term strategic
management and the enhancement of shareholder value.
* Promoting a performance oriented environment that encourages
Corporation and individual achievement.
Executive Compensation Program
The Corporation's executive compensation program consists of both
cash and equity-based compensation. The Compensation Committee is
responsible for establishing and administering the policies which govern
both cash and equity-based compensation. The components of the
Corporations executive compensation program and the policies which govern
their implementation are outlined briefly below:
Cash Compensation. Cash compensation for the Corporation's
executive officers, other than the Chief Executive Officer, consists of
an annual base salary and an annual cash bonus. In establishing the
level of cash compensation for such executive officers, the Compensation
Committee attempts to fix the base salaries of the executive officers at
approximately 80% of the industry average for comparable positions with
the opportunity for such executive officers to receive annual cash
bonuses that would make total cash compensation comparable to or greater
than the industry average if the Corporation meets or exceeds certain
financial performance goals as discussed below.
The Corporation's annual cash bonuses to its executive officers
which are reflected in the Summary Compensation Table for the Named
Executive Officers, are based on the financial performance of the
Corporation as measured by net income. Under the Corporation's cash
incentive plan adopted by the Board of Directors in 1993, the Board of
Directors annually approves a business plan for the succeeding fiscal
<PAGE>
year. If the Corporation meets or exceeds the performance goals set
forth in the business plan, the Corporation will distribute additional
compensation to senior executive officers (excluding the Chief Executive
Officer) of the Corporation, as a group, in an aggregate amount equal to
a percentage of the total base compensation of such group for such year.
The percentage of base compensation to be distributed under the cash
incentive plan shall range from 25% (if 100% of the desired performance
is achieved) up to a maximum of 100% (if actual performance exceeds by
50% the desired performance set forth in the business plan). The
additional compensation to be awarded under the cash incentive plan is
distributed among senior executive officers in such percentages as
determined by the Chief Executive Officer who does not participate in the
cash incentive plan. In addition, the cash incentive plan provides for
cash bonuses to certain other members of management ranging from 6% to
16% of their base compensation if certain performance goals are met by
the Corporation.
The Corporation may also pay up to an aggregate amount of $30,000
per year to employees of the Corporation who have demonstrated
extraordinary performance, even if the Corporation does not meet or
exceed the annual performance goals.
Equity-Based Compensation. The Olympus Capital Corporation
Nonqualified Stock Option Plan and Incentive Stock Option Plan, as
amended (the "Stock Option Plan"), is designed to advance the long term
interests of the Corporation by aligning the long term interests of
executive officers with those of the Corporation's shareholders. The
Compensation Committee attempts to accomplish this by providing executive
officers with an opportunity to build a meaningful stake in the
Corporation through the grant of options (the "Options") to purchase
shares of the Corporation's common stock under the Stock Option Plan.
Options granted under the Stock Option Plan may be either incentive stock
options as that term is defined in the Internal Revenue Code of 1986, as
amended, or nonqualified options. The maximum number of shares of the
common stock of the Corporation available for issuance upon exercise of
Options under the Stock Option Plan is 500,000. Directors, managers, key
employees and others who hold positions of significant responsibility or
whose performance or potential contribution, in the judgment of the
Compensation Committee, would benefit the Corporation, are eligible to
receive Options under the Plan. The Compensation Committee has complete
authority to determine the persons to whom and the time or times at which
grants of Options will be made, whether such Options will be incentive or
nonqualified options, and the exercise price, term, restrictions on
exercise and vesting schedules of such Options.
<PAGE>
Executive officers may also participate in the Amended and Restated
Olympus Capital Corporation Employee Stock Bonus Plan and the
Corporation's defined contribution retirement plan on terms and
conditions applicable to all eligible employees of the Corporation and
its subsidiaries. Certain executive officers may elect to defer certain
awards or compensation under the Corporation's employee benefit plans.
Compensation of Chief Executive Officer
The salary of Blaine Huntsman, the Corporation's Chief Executive
Officer, has remained at the same level since 1988. Mr. Huntsman's base
salary is not related directly to executive performance or average
compensation levels in the industry and is below the industry average for
chief executive officers. The Compensation Committee established Mr.
Huntsman's present salary in 1988 based on the Corporation's financial
position at that time, its focus on cost containment and the need to
accomplish a major restructuring of the Corporation's assets and
operations. To provide adequate incentive to Mr. Huntsman in connection
with the restructuring of the Corporation's assets and operations, and to
compensate Mr. Huntsman for long-term strategic management of the
Corporation, the Compensation Committee awarded Mr. Huntsman 100,000
Options in 1991 under the Stock Option Plan.
The Compensation Committee considered an increase in Mr. Huntsman's
salary level in 1993 because his base salary was below the industry
average, significant progress in the restructuring had been achieved and
the Corporation's financial performance had markedly improved; however,
taking into account the value of the Options previously granted to Mr.
Huntsman, the Committee elected not to increase his salary. In addition
to his base salary, Mr. Huntsman also has a deferred compensation
arrangement with the Corporation as previously described in this Proxy
Statement.
EXECUTIVE COMPENSATION COMMITTEE
Richard N. Hokin
Gregory L. Smith
Richard G. Price
Compensation of Directors
In 1993, directors were paid $1,500 for each quarter they served as
a director of the Corporation, $250 for each quarter that they chaired a
committee of the Board with the exception of the audit committee whose
chair receives $625 for each quarter. Each director also receives a $750
fee for each day spent in Board meetings and a $500 fee for each day
spent in committee meetings. All directors are also reimbursed by the
Corporation for their out-of-pocket travel and related expenses incurred
in attending all Board and committee meetings.
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Executive Compensation Committee is composed of certain non-
management directors consisting of Richard N. Hokin, Gregory L. Smith.
and Richard G. Price. During 1993, certain directors serving on the
Executive Compensation Committee were indebted to Olympus Bank. See
"Interest of Management in Certain Transactions."
Performance Graph
Olympus Capital Corporation Stock Price Performance Graph has been
submitted to the Securities and Exchange Commission under cover of
Form SE.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
During 1993, certain directors and executive officers of the
Corporation were indebted to Olympus Bank. These loans were made by
Olympus Bank in the ordinary course of its business and were made on
substantially the same terms, including interest rate and collateral, as
those prevailing at the time for comparable transactions with other
customers of Olympus Bank and do not involve more than the normal risk of
collectability or present other unfavorable features.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth information as of March 31, 1994 as
to those persons or entities known to the Corporation who own
beneficially 5% or more of the outstanding common stock of the
Corporation.
<PAGE>
<TABLE>
<CAPTION>
Name and Address Amount and Nature
Title of Class of Beneficial Owner of Beneficial Ownership % of Class
<S> <C> <C> <C>
Common Stock Century Partners<F1> 304,000 Shares 9.8%
800 Post Road
Darien, CT 06820
Common Stock Charter National Life
Insurance Company
8301 Maryland Ave
St. Louis, MO 63105
Common Stock LNC Investments, Inc.<F2>
529 East South Temple
Salt Lake City, UT 84102
Common Stock Leucadia, Inc.<F2><F3> 539,891 Shares 17.4%
315 Park Avenue South
New York, NY 10010
Common Stock Leucadia National Corporation<F2><F3>
315 Park Avenue South
New York, NY 10010
Common Stock A. Blaine Huntsman 246,026 Shares<F5> 7.6%
115 South Main Street
Salt Lake City, UT 84111
Common Stock Evergreen Investment, Ltd.<F4>
1910 East 3060 South
Salt Lake City, UT 84106
<FN>
<F1>The general managing partner of Century Partners, a New York limited
partnership, is Richard N. Hokin, who is currently a director of the
corporation.
<F2>These persons (Leucadia Group) could be deemed to be members of a "group" as
that term is used in section 13(d) of the Securities Exchange Act of 1934,
which owns 5% or more of the common stock of the Corporation. The
information was obtained from a Form 4 filed with the Securities and
Exchange Commission on or about September 8, 1993.
<F3>Each may be considered a benificial owner of the common stock of the
Corporation held by Charter National Life Insurance Company and LNC
Investments, Inc..
<PAGE>
<F4>These persons could be deemed to be members of a "group" as that term is
used in Section 13(d)(3) of the Securities Exchange Act of 1934, which
owns 5% or more of the common stock of the Corporation. This information was
obtained from a Form 4 filed with the Securities and Exchange Commission on
or about August 20, 1993.
<F5>This figure includes 125,000 shares which Mr. Huntsman has the right to
acquire pursuant to stock options.
</TABLE>
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
If a stockholder wishes to have a proposal considered for inclusion
in the Corporation's 1995 Annual Meeting and accompanying proxy
solicitation materials, the proposal must be stated in writing and be
filed with the Secretary of the Corporation by March 29, 1995 but not
before February 24, 1995. The Board of Directors will review any
proposal which is received by that date and determine whether it should
be included in the Corporation's 1995 Annual Meeting and proxy
solicitation materials.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
intend to present, and has not been informed that any other person intends to
present, any matter for action at the Annual Meeting other than as set
forth herein and in the Notice of Annual Meeting. If any other matters
properly come before the meeting, it is intended that the holders of the
proxies will act in accordance with their best judgment. The officers
and directors may read the minutes of the 1993 Annual Meeting of
Stockholders of the Corporation and make reports, but stockholders will
not be requested to approve or disapprove such minutes or reports.
By Order of the Board of Directors
K. John Jones, Secretary
Salt Lake City, Utah
