THE QUICK & REILLY GROUP, INC.
230 South County Road
Palm Beach, Florida 33480
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, JUNE 27, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of The Quick & Reilly Group, Inc., a Delaware
corporation, will be held at the Greenwich Harbor Inn, 500
Steamboat Road, Greenwich, Connecticut 06830, on Tuesday, June
27, 1995 at 10:00 AM, for the following purposes:
(1) Electing Directors;
(2) Approving the appointment of Arthur Andersen
LLP as the Company's independent public
accountants for the fiscal year ending
February 29, 1996; and
(3) Transacting such other business as may properly
come before the meeting.
Pursuant to the By-Laws, the Board of Directors has
fixed the close of business on May 12, 1995, as the record date
for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting. The list of stockholders entitled
to vote at the Annual Meeting and any adjournment or postponement
thereof will be available for inspection by any stockholder at
the Greenwich Harbor Inn, 500 Steamboat Road, Greenwich,
Connecticut 06830 for the ten days prior to June 27, 1995 for any
purpose germane to such meeting, during ordinary business hours.
THE QUICK & REILLY GROUP, INC.
ARLENE B. FRYER
Secretary
May 15, 1995
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL
MEETING, PLEASE FILL IN, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE
POSTAGE IF MAILED IN THE UNITED STATES.
THE QUICK & REILLY GROUP, INC.
230 South County Road
Palm Beach, Florida 33480
PROXY STATEMENT
SOLICITATION AND REVOCABILITY OF PROXY
The accompanying proxy is solicited by the board of
directors (the "Board of Directors" or "Board") of The Quick & Reilly
Group, Inc., a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held on June 27, 1995 and any
adjournment or postponement thereof (the "Annual Meeting"). Shares
represented by properly executed proxies, which are received in time
and not revoked, will be voted at the meeting in the manner described
in the proxies. A stockholder may revoke his proxy at any time prior
to its exercise by writing to the Secretary of the Company or by
attending the meeting and voting in person.
The entire expense of this proxy solicitation will be borne
by the Company. Solicitation will be primarily by mail. Proxies may
also be solicited personally and by telephone by regular employees of
the Company without any additional remuneration and at minimal cost.
Management may also request banks, brokerage houses, custodians,
nominees and fiduciaries to obtain authorization for the execution of
proxies and may reimburse them for expenses incurred by them in
connection therewith.
The Company's principal executive offices are located at 230
South County Road, Palm Beach, Florida 33480. The approximate date on
which this proxy statement and accompanying form of proxy are first to
be sent or given to stockholders is May 30, 1995.
VOTING
The Company's only class of voting securities is its Common
Stock, par value $0.10 per share ("Common Stock"). All stockholders
as of the record date, which is the close of business on May 12, 1995,
are entitled to vote at the meeting. As of the record date for the
meeting, the Company had outstanding 11,075,075 shares of Common
Stock. Each share of Common Stock entitles the holder thereof on the
record date to one vote on matters to be considered at the Annual
Meeting.
The presence, in person or by proxy, of stockholders holding
a majority of the issued and outstanding shares of Common Stock
entitled to vote at the Annual Meeting is necessary to constitute a
quorum. Abstentions and broker non-votes are each included for
purposes of determining the presence or absence of a sufficient number
of shares to constitute a quorum for the transaction of business.
With respect to the approval of any particular proposal, abstentions
are considered present at the meeting, but since they are not
affirmative votes for the proposal, they will have the same effect as
votes against the proposal. Broker non-votes, on the other hand, are
not considered to be present at the meeting for the particular
proposal for which the broker withheld authority to vote.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
So far as is known to the Company, the following table sets
forth, as of May 12, 1995, the number of shares of Common Stock and
percentage of shares beneficially owned by each person who may be
deemed to be the beneficial owner of more than 5% of the outstanding
common stock, each director, each nominee for election as a director,
each officer whose name appears in the Summary Compensation Table and
all directors and officers of the Company as a group:
<TABLE>
<S> <C> <C>
Amount Percent
Name of Beneficial Owner Beneficially Owned of Shares
Leslie C. Quick, Jr., (1) (2) 1,839,094 16.61%
Trust u/a dated 3/1/78 made
by Leslie C. Quick, Jr. (3) 1,135,493 10.25
Leslie C. Quick III (4) (5) (6) 1,552,900 14.02
Thomas C. Quick (4) (7) (8) 578,225 5.22
Richard G. Brodrick (5) (9) 1,190,094 10.75
Charles A. Quick (5) 1,135,493 10.25
Arlene B. Fryer 29,640 *
Peter Quick (1) (4) (10) 381,704 3.45
Alexander Benisatto 34,547 *
Christopher C. Quick (1) (11) (12) 295,458 2.67
Pascal J. Mercurio 21,525 *
Thomas E. Christman 6,615 *
Clifford W. Mays (13) 1,874 *
Henry P. Kilroy (14) 2,420 *
First Pacific Advisors, Inc. (15) 611,419 5.52
Firstar Corporation (16) 834,000 7.53
First Investment Research &
Management Co. (17) 611,419 5.52
All Directors and Officers
as a group (1) (2) (4) (5)
(7) (12) (18) (19) 4,049,010 36.56
<F1>
* Less than one percent.
</TABLE>
(1) Includes beneficial ownership of 165,446 shares held by
Quick & Reilly, Inc. Retirement Trust and 41,343 shares held by
U.S. Clearing Corp. Retirement Trust attributable to Leslie C.
Quick, Jr., Peter Quick and Christopher C. Quick, as Trustee of
each Trust, by reason of each Trustee's shared voting and
investment power over such shares.
(2) Includes beneficial ownership of 39,604 shares held by
Leslie C. Quick, Jr. & Regina A. Quick Charitable Trust
Foundation attributable to Leslie C. Quick, Jr. as Trustee by
reason of his voting and investment power over such shares.
(3) The Trustees of the Trust are Richard G. Brodrick, Charles
A. Quick, and Leslie C. Quick III. The beneficiaries of the
Trust are the five children of Leslie C. Quick, Jr.
(4) Includes beneficial ownership of 66,740 shares held by
Leslie C. Quick, Jr. Grantor Retained Annuity Trust
attributable to Leslie C. Quick III, Thomas C. Quick and Peter
Quick as Trustees by reason of each Trustee's shared voting and
investment power over such shares.
(5) Includes beneficial ownership of 1,135,493 shares held by
the Trust u/a dated 3/1/78 referred to in note (3) above by
reason of each Trustee's shared voting and investment power
over such shares.
(6) Includes beneficial ownership of 74,387 shares owned by
various trusts for Leslie C. Quick, Jr.'s grandchildren
attributable to Leslie C. Quick III as Trustee by reason of his
shared voting and investment power over such shares.
(7) Includes beneficial ownership of 24,832 shares held by
Thomas C. Quick Charitable Trust attributable to Thomas C.
Quick as Trustee by reason of his voting and investment power
over such shares.
(8) Includes 136,164 shares held by various trusts established
for Leslie C. Quick, Jr.'s grandchildren attributable to Thomas
C. Quick as Trustee by reason of his shared voting and
investment power over such shares.
(9) Includes beneficial ownership of 52,448 shares held by
various trusts for Leslie C. Quick, Jr.'s grandchildren
attributable to Mr. Brodrick as Trustee by reason of his shared
voting and investment power over such shares.
(10) Includes beneficial ownership of 77,742 shares held by
various trusts for Leslie C. Quick, Jr.'s grandchildren
attributable to Peter Quick as Trustee by reason of his shared
voting and investment power over such shares.
(11) Includes beneficial ownership of 68,413 shares held by
various trusts for Leslie C. Quick, Jr.'s grandchildren
attributable to Christopher C. Quick as Trustee by reason of
his shared voting and investment power over such shares.
(12) Includes beneficial ownership of 6,800 shares held by
Christopher C. Quick Charitable Foundation attributable to
Christopher C. Quick as Trustee by reason of his shared voting
and investment power over such shares.
(13) Includes beneficial ownership of 1,102 shares owned
directly by Mr. Mays as to which he has sole voting and
investment power and 772 shares owned by Mr. Mays in joint
tenancy with his wife as to which he has shared voting and
investment power.
(14) Includes beneficial ownership of 2,420 shares owned by Mr.
Kilroy in joint tenancy with his wife as to which he has
shared voting and investment power.
(15) Of such shares, First Pacific Advisors, Inc. has shared
investment power with respect to 834,000 shares and shared
voting power with respect to 214,000 shares. The beneficial
ownership information for First Pacific Advisors, Inc. is based
solely on a Schedule 13-G filing dated February 13, 1995 and
filed with the Company and the Securities and Exchange
Commission.
(16) Of such shares, Firstar Corporation has shared investment
power with respect to 67,150 shares and shared voting power
with respect to 61,150 shares. The beneficial ownership
information for Firstar Corporation is based solely on a
Schedule 13-G filing dated February 13, 1995 and filed with the
Company and the Securities and Exchange Commission.
(17) Of such shares, First Investment Research & Management Co.
has shared investment power with respect to 338,422 shares and
shared voting power with respect to 338,422 shares. The
beneficial ownership information for First Investment Research
& Management Co. is based solely on a Schedule 13-G filing
dated February 14, 1995 and filed with the Company and the
Securities and Exchange Commission.
(18) Includes beneficial ownership of 218,729 shares held in
the aggregate by trusts for each of Leslie C. Quick, Jr.'s
grandchildren attributable to various directors as Trustees by
reason of their shared voting and investment power over such
shares.
(19) Includes twelve persons.
The address of each person included in the table is c/o The
Quick & Reilly Group, Inc., 230 South County Road, Palm Beach, Florida
33480, with the exception of Messrs. Benisatto, Brodrick, Charles A.
Quick, Christman, Mays and Kilroy, the Trust, First Pacific Advisors,
Inc., Firstar Corporation, and First Investment Research & Management
Co. The address for Messrs. Brodrick and Charles A. Quick and the
Trust is c/o Kelley Drye & Warren, 281 Tresser Boulevard, Stamford,
Connecticut 06901. The address for Mr. Benisatto is 176 S. Collier
Boulevard, San Marco Island, Florida 33937. The address for Mr.
Christman is 100 Bacon Road, Old Westbury, New York 11568. The
address for Mr. Mays is c/o Cunningham Graphics, 629 Grove Street,
Jersey City, New Jersey 07310. The address for Mr. Kilroy is 2 Three
Pond Road, Smithtown, New York 11787. The address for First Pacific
Advisors, Inc. is 11400 West Olympic Boulevard, Suite 1200, Los
Angeles, California 90064. The address for Firstar Corporation and
for First Investment Research & Management Co. is 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202.
ELECTION OF DIRECTORS
Pursuant to the Company's Certificate of Incorporation and
By-Laws, the Board is divided into three classes of directors, each
comprised of four directors. At this year's Annual Meeting, four
Class I directors are to be elected to serve until the 1998 Annual
Meeting of Stockholders and until their respective successors are duly
elected and qualified. The terms of the current Class I directors
will expire upon the election and qualification of their successors.
The Class II directors and Class III directors are not being elected
at this time.
The four nominees receiving a plurality of the votes cast by
the holders of Common Stock represented at the Annual Meeting, in
person or by proxy, will be elected as Class I directors of the
Company. It is intended that shares represented by proxies solicited
by the Board of Directors will, unless authority to vote for some or
all of the nominees is withheld, be voted in favor of the election as
directors of the persons listed below as nominees. The Company has no
reason to believe that any of the nominees will be disqualified or
unable or unwilling to serve if elected. However, if any nominee is
disqualified or is unable or unwilling to accept a nomination to serve
as a director, the shares may be voted for another person nominated by
the present Board. Each of the nominees is currently a director of
the Company.
The Board of Directors recommends that Stockholders vote FOR
each of the nominees.
NOMINEES FOR ELECTION AS DIRECTORS FOR TERMS EXPIRING IN 1998
(CLASS I)
Thomas E. Christman, age 54, Director. Mr. Christman has
been a Director of the Company since 1989. Mr. Christman served as
Chairman and Chief Executive Officer of CM&M Group, Inc., a financial
services holding company with world-wide trading operations, until
April 1, 1990. Mr. Christman is currently serving as Adjunct
Professor of Finance at St. John's University, Queens, New York.
Pascal J. Mercurio, age 56, Vice President and Director.
Mr. Mercurio has been a Director of the Company since July 1981 and a
Director of Quick & Reilly, Inc., one of the Company's principal
subsidiaries, since March 1980. He joined U.S. Clearing Corp.,
another of the Company's principal subsidiaries, as a Director and
Executive Vice President upon its organization in January 1979. Since
that time he has served in various capacities and in May 1990, he
became U.S. Clearing Corp.'s Chairman of the Board and Chief Executive
Officer.
Leslie C. Quick III, age 42, Vice President, Treasurer, and
Director. Mr. Quick, who is a son of Leslie C. Quick, Jr., has served
as Vice President since March 1994, Treasurer since February 1985 and
as Assistant Secretary and a Director since July 1981. Mr. Quick
served as President of the Company from June 1986 to March 1994, at
which time he was elected President of U.S. Clearing Corp. and became
a Vice President of the Company. He also serves as Vice President,
Treasurer, Secretary and a director of Quick & Reilly, Inc. He
serves as a Director of JJC Specialist Corp., the third of the
company's principal subsidiaries.
Thomas C. Quick, age 40, Vice President and Director. Mr.
Quick, who is a son of Leslie C. Quick, Jr., has served as Vice
President and a Director of the Company since July 1981. In addition,
Mr. Quick has served as Vice President and a Director of U.S. Clearing
Corp. since May 1982. Mr. Quick joined Quick & Reilly, Inc. in 1977,
became Vice President and a Director in May 1981 and was elected
President of that corporation in June 1986. He serves as Director of
JJC Specialist Corp.
CLASS II DIRECTORS (TERM EXPIRES IN 1996)
Alexander Benisatto, age 73, Director. Mr. Benisatto served
as Vice President of the Company from July 1981 until his retirement
in February 1988 and has served as a Director of the Company since
July 1981. He served as a Director of U.S. Clearing Corp. from
January 1979 to February 1988, and as Vice President and a Director of
Quick & Reilly, Inc. from November 1975 to February 1988.
Richard G. Brodrick, age 62, Director. Mr. Brodrick has
been a Director of the Company since April 1983. He has been a
partner in Kelley Drye & Warren, a New York City law firm, since July
1979. He has served as counsel to the Company since its organization
and to each of its subsidiaries, commencing with the organization of
Quick & Reilly, Inc. in 1974.
Leslie C. Quick, Jr., age 69, Chairman of the Board of
Directors, Chief Executive Officer, Chief Financial Officer and
Director. Mr. Quick is the founder of the Company and served as
President, Chief Executive Officer and a Director from its
organization in 1981 until June 1986. In April 1983, he was elected
Chairman of the Board of Directors of the Company. He has served as
President and Chief Executive Officer of Quick & Reilly, Inc. from its
organization in 1974 until June 1986 and as a Director from 1974 until
March 1993. He has served as President and Chief Executive Officer of
U.S. Clearing Corp. from January 1979 to May 1981, and as a Director
from January 1979 to May 1993. Mr. Quick has also served as Treasurer
and a Director of JJC Specialist Corp. from September 1982 until March
1990, and as President and Chief Executive Officer from March 1983
until June 1986.
Peter Quick, age 39, President, Chief Operating Officer and
Director. Mr. Quick, who is a son of Leslie C. Quick, Jr., became a
Director of the Company in November 1982 and was elected President in
March 1994. Mr. Quick has served as a Vice President from June 1985
until his election as President in March 1994. He was named a
Director and Vice President of U.S. Clearing Corp. in May 1985 and
became Executive Vice President of U.S. Clearing Corp. in May 1987.
He served in that capacity until May 1990 when he became President of
U.S. Clearing Corp., which position he held until March 1994 when he
was elected President of the Company and Vice President of U.S.
Clearing Corp. He serves as Vice President, Treasurer, Secretary and
Director of JJC Specialist and as Vice President and Director of Quick
& Reilly, Inc.
CLASS III DIRECTORS (TERM EXPIRES IN 1997)
Henry P. Kilroy, age 67, Director. Mr. Kilroy, who is a
cousin of Leslie C. Quick, Jr., has been a Director of the Company
since December 1987. Since 1972, he has been associated with
Datamedic Corp., a computerized practice management service for
physicians and dentists, as an Executive Vice President and a founder
of the firm.
Clifford W. Mays, age 68, Director. Mr. Mays has been
a Director of the Company since November 1982. From July 1943 to
November 1991, he was associated with Latham Process Corp., a
financial printing concern in New York City, serving as Senior Vice
President from May 1975 until March 1991, a Director from 1980 to
March 1991 and as an Account Executive until November 1991. Mr. Mays
joined the firm of Cunningham Graphics in December 1991 as a sales
executive.
Arlene B. Fryer, age 64, Secretary and Director. Ms. Fryer
has served as Secretary and a Director of the Company since July 1981
and as Vice President of the Company from July 1981 to June 1991, a
Vice President, Secretary and a Director of U.S. Clearing Corp. from
January 1979 until June 1991, and Assistant Secretary of JJC
Specialist Corp. from September 1982 to June 1991. She served as
Secretary of Quick & Reilly, Inc., from March 1975 to June 1991, a
Director from May 1976 to June 1991, and Vice President from September
1976 to June 1991. Ms. Fryer retired from employment with the Company
in June 1991.
Christopher C. Quick, age 38, Vice President and Director.
Mr. Quick, who is a son of Leslie C. Quick, Jr., has served as a Vice
President of the Company since 1988 and as a Director since November
1982. Mr. Quick has served as President of JJC Specialist Corp. since
June 1986 and as a Director since its organization in September 1982.
From September 1982 until June 1986, Mr. Quick served as Vice
President - Trading of JJC Specialist Corp. He is a member of the New
York Stock Exchange and serves as a registered specialist in the
specialist book managed by JJC Specialist Corp.
The Board of Directors met four times during the fiscal year
ended February 28, 1995. Each member of the Board attended 100% of
the total number of meetings of the Board and its committees of which
they were members.
Messrs. Leslie Quick, Jr., Peter Quick, Leslie Quick III,
Thomas Quick, Christopher Quick and Mr. Pascal Mercurio are the
members of the Executive Committee of the Board of Directors. The
Executive Committee held one meeting during the fiscal year ended
February 28, 1995. The Executive Committee meets on call and has
authority to act on most matters during the intervals between Board
meetings.
Messrs. Benisatto, Mays and Christman were members of the
Audit Committee of the Board of Directors during the fiscal year ended
February 28, 1995. The Audit Committee held four meetings during the
fiscal year. The Audit Committee recommends to the Board for
selection by it the independent public accountants who shall be
responsible for auditing the accounts of the Company and its
subsidiaries for the ensuing year, reviews the year-end audit plan and
the scope thereof with the independent public accountants, reviews the
recommendations made by the independent public accountants with
respect to the accounting methods and the system of internal controls
followed by the Company, receives the comments of the independent
public accountants with regard to the completed audit, and reviews the
audit with the independent public accountants.
Messrs. Christman, Kilroy, and Mays were members of the
Compensation Committee of the Board of Directors during the fiscal
year ended February 28, 1995. The Compensation Committee held one
meeting during the fiscal year. The Committee has the power and
authority to construe and interpret The Quick & Reilly Group, Inc.
Executive Incentive Compensation Plan (the "Plan"), to establish and
amend administrative regulations to further the purposes of the Plan,
to select the performance comparisons used to determine the awards
payable under the terms of the Plan to the extent permitted, to
certify the results of the comparisons and the amounts payable to each
participant under the terms of the Plan, and to take any other action
necessary to administer the Plan.
The Board of Directors did not have a standing nominating
committee during the fiscal year ended February 28, 1995.
Directors of the Company are compensated at the rate of
between $2,000 and $5,000 per meeting for each regular Board meeting
and each Executive Committee meeting attended, $1,500 per meeting for
each special Board meeting attended, and $300 for each other committee
meeting attended.
CERTAIN TRANSACTIONS
During the fiscal year ended February 28, 1995, the law firm
of Kelley Drye & Warren served as counsel to the Company. Mr.
Brodrick is a partner of the firm. The Company paid fees of $589,837
to Kelley Drye & Warren during fiscal 1995.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth
compensation information for the fiscal year ended February 28, 1995
for those persons who were at February 28, 1995, the Company's Chief
Executive Officer and each of the four most highly compensated
executive officers of the Company (collectively, the "Senior
Executives").
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation
<CAPTION>
All Other
Fiscal Compensa-
Year Salary ($)(1) Bonus($) tion ($) (2)
<S> <C> <C> <C> <C>
Leslie C. Quick, Jr. 1995 $648,833 $ 716,667 $30,000
Chief Executive 1994 462,500 1,300,000 30,000
Officer, Chairman 1993 465,000 1,050,000 30,000
of the Board of
Directors
Peter Quick 1995 $348,917 $ 976,583 $30,000
Chief Operating 1994 163,500 1,300,000 30,000
Officer, President 1993 163,250 687,000 30,000
and Director
Christopher C. Quick 1995 $348,917 $1,142,583 $30,000
Vice President and 1994 163,500 1,300,000 30,000
Director; President, 1993 165,750 537,500 30,000
JJC Specialist Corp.
Pascal J. Mercurio 1995 $348,917 $ 986,583 $30,000
Vice President, 1994 163,500 1,300,000 30,000
Director; Chairman 1993 157,875 667,750 30,000
of the Board, Chief
Executive Officer,
U.S. Clearing Corp.
Thomas C. Quick 1995 $348,917 $ 872,583 $30,000
Vice President, 1994 163,500 1,300,000 30,000
Director; President, 1993 165,750 777,000 30,000
Quick & Reilly, Inc.
<F1>
(1) The amounts shown in this column include directors fees for
fiscal years 1995, 1994, and 1993, respectively, as follows: Leslie
C. Quick, Jr., $15,500, $12,500, and $15,000; Peter Quick, $15,500,
$12,500, and $10,000; Christopher C. Quick, $15,500, $12,500, and
$12,500; Pascal J. Mercurio, $15,500, $12,500, and $12,500; and Thomas
C. Quick, $15,500, $12,500, and $12,500.
<F2>
(2) The amounts shown in this column consist of the Company's
contributions to the Quick & Reilly, Inc. Retirement Trust and the
U.S. Clearing Corp. Retirement Trust.
</TABLE>
Pension and Profit Sharing Plans
Quick & Reilly, Inc. and U.S. Clearing Corp. (each, a
"Sponsoring Corporation"), two of the three principal subsidiaries of
the Company, each maintain a combined money purchase pension plan and
profit sharing plan (the "Plans"). Each of the companies and the
Company's other subsidiaries have adopted one of the Plans. Although
the Quick & Reilly, Inc. Plan and the U.S. Clearing Corp. Plan are
administered separately, the terms of both Plans are essentially
identical.
Full-time employees who complete one year of service become
participants in the Plan adopted by their respective employer. Each
Plan is administered by a committee appointed by the Sponsoring
Corporation. The funds contributed to the Plan are held by the
trustees of that Plan, who have the sole authority and obligation to
invest the assets of that Plan.
Each year the Sponsoring Corporation contributes on behalf
of each participant to the money purchase portion of the Plans an
amount equal to the sum of 3% of such participant's compensation (as
defined) up to the Social Security wage base (the total amount of
remuneration paid for employment in such year which is subject to tax
under the Federal Insurance Contributions Act) plus 6% of each such
participant's compensation in excess of the Social Security wage base.
Contributions to the profit sharing portion of the Plans are
determined each year by the respective Sponsoring Corporation's board
of directors, and the contributions are allocated to each
participant's account in the proportion that his compensation bears to
the compensation of all participants.
As is the case with all money purchase pension plans and
profit sharing plans, the Plans do not guarantee a definite benefit or
a predetermined amount of money upon retirement. The amount of a
participant's benefit depends solely on the amount contributed on his
behalf (and the earnings or losses thereon) and his vested percentage
when he leaves the corporation. A participant vests in his interest
in the Plans at the rate of 20% after three years of service and at
the rate of 20% per year thereafter. At retirement (as defined in the
Plans), the participant becomes 100% vested.
Employees are not eligible to commence receiving their
benefits until they terminate their employment. There is no standard
method of distributing benefits, and several alternatives are
available.
The Plans are intended to be qualified under Section 401 of
the Internal Revenue Code of 1986, as amended (the "Code"). They are
amended from time to time to take into account changing needs of the
Sponsoring Corporations.
THE COMPENSATION COMMITTEE'S REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of
the Company's previous filings under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that
might incorporate future filings, including this Proxy Statement, in
whole or in part, the following report and the Performance Graph
appearing below shall not be incorporated by reference into any such
filings.
The Compensation Committee (the "Committee"), which was
formed at the beginning of the Company's 1995 fiscal year, is
responsible for establishing and administering the compensation of all
executive officers of the Company. In conjunction with the adoption
of the Company's Executive Incentive Compensation Plan (the "Plan") at
the 1994 Annual Meeting of Stockholders, the Committee conducted a
review of the compensation structure for the executive officers. As a
result of this review, the salaries of the executive officers were
increased and, due to the adoption of the Plan, the executive officers
were made ineligible for participation in the Company's quarterly
bonus system in which all employees of the Company have historically
participated. Accordingly, the compensation of each executive officer
now consists of a fixed salary and incentive compensation pursuant to
the Plan. As applied to fiscal year 1995, the result of the changes
is that the total compensation to four of the five named executive
officers was reduced below the compensation levels for fiscal year
1994 and the total compensation of the fifth named executive officer
remained substantially unchanged.
SALARY
In reviewing the base salary of the executive officers, the
Committee increased the salaries of each of the executive officers to
be at or near the average of the salaries paid to executive officers
of the financial service companies the Company considers to be its
primary competitors (which are identified as the Peer Group in the
Performance Graph appearing below (the "Peer Group")). Prior to this
increase, the Company had paid salaries at the low to median scale in
comparison to the Peer Group in the belief that the significant bonus
opportunity available to executive officers under the former bonus
plan provided adequate compensation and incentives and that the
relatively low salaries enabled the Company to keep down its fixed
costs.
The Committee believes that base salary is frequently a
significant factor in attracting, motivating and retaining competent
and skilled executive officers. Accordingly, the Committee elected to
raise the salaries of the executive officers to be at or near the
average of those paid by the Peer Group. The salary paid to the Chief
Executive Officer was established in the same manner as for the other
executive officers, and, as has historically been the case, is above
that paid to the other executive officers in recognition of his
special efforts to supervise the overall management of the Company.
The Committee believes that the salary levels of the executive
officers, together with the incentive compensation payable under the
Plan, as described below, makes the Company's compensation program
competitive with those of the Peer Group.
INCENTIVE COMPENSATION AWARDS
The Plan, which was adopted for the 1995 fiscal year,
provides incentive compensation based upon the Company's performance
as measured by up to five different performance standards established
in the Plan and designated at the beginning of the fiscal year by the
Committee. Under the Plan, each executive officer is targeted to
receive an incentive compensation award of $1.3 million (the "Base
Amount") for each year, but the amount of the actual award is
increased or decreased, as the case may be, on a percentage basis
based upon the amount by which the Company's performance exceeds or
fails to meet, respectively, on a percentage basis, the established
standard; provided there is a maximum available award of $3.0 million
in any year. If more than one of the five available performance
standards are selected by the Committee for any year, the incentive
compensation award under the Plan is required to be the highest of the
available awards. Under the Plan, however, the Committee has the
right, in its discretion, to reduce or eliminate (but not to increase)
any award otherwise payable to an executive officer based upon such
factors as the Committee deems appropriate, including, without
limitation, the executive officer's contribution to productivity,
expense and risk control, product innovation, quality of client
service, management development and strategic planning.
The performance standards which the Committee may designate
for any fiscal year include (1) comparison of the Company's return on
equity for the current fiscal year to the average return on equity of
the Peer Group for fiscal years ended during the Company's fiscal
year, (2) comparison of the Company's gross profit margin for the
current fiscal year to the average gross profit margin of the Peer
Group for fiscal years ended during the Company's fiscal year, (3)
comparison of Company's gross profit margin for the current fiscal
year to the Company's gross profit margin in the immediately preceding
fiscal year, (4) comparison of the Company's net earnings before tax
for the current fiscal year to the Company's net earnings before tax
for the immediately preceding fiscal year and (5) comparison of the
closing price of the Company's Common Stock on the last trading day of
the current fiscal year with the closing price on the last trading day
of the immediately preceding fiscal year.
For 1995 fiscal year, the Committee selected all five
performance standards for purposes of establishing the incentive
awards. This was done to provide the Committee with maximum
flexibility to make incentive awards and due to the fact that fiscal
year 1995 was the first year the Plan has been in effect. The
financial and stock price performance of the Company for fiscal year
1995 resulted in awards being available to the executive officers
under four of the five performance standards, with the largest award
being 125% of the Base Amount. Accordingly, each executive officer
was entitled to an incentive compensation award equal to 125% of the
Base Amount. However, as is authorized by the Plan, the Committee
elected to decrease the award to each executive officer based upon its
subjective evaluation conducted at the end of the fiscal year of each
officer's performance.
LONG-TERM INCENTIVE PLAN
The Company does not currently have a long-term incentive
plan, nor has it granted stock options to any executive officers.
SUBMITTED BY THE COMPANY'S
COMPENSATION COMMITTEE:
Thomas E. Christman
Henry P. Kilroy
Clifford W. Mays
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Because compensation decisions for executive officers are
made by the entire Board of Directors, several employees, including
all of the Senior Executives, participate in the determination of
compensation policy. These executive officers are Leslie C. Quick,
Jr. (Chief Executive Officer and Chief Financial Officer), Peter Quick
(President and Chief Operating Officer), Leslie C. Quick III (Vice
President and Treasurer), Thomas C. Quick (Vice President), Pascal J.
Mercurio (Vice President) and Christopher C. Quick (Vice President).
In addition, Arlene B. Fryer, a former Vice President and Secretary of
the Company, is also a Director. As members of the Board of
Directors, these executive officers (and former executive officer)
make recommendations and participate in the voting with respect to the
compensation of themselves and all of the other executive officers.
During the fiscal year ended February 28, 1995, the law firm of
Kelley Drye & Warren served as counsel to the Company. Mr. Brodrick
is a partner of the firm. The Company paid fees of $589,836 to Kelley
Drye & Warren during fiscal 1995.
PERFORMANCE GRAPH
The following graph shows the Company's total return to
stockholders over the period from March 1, 1990 through February 28,
1995 compared to the Standard & Poor's 500 Index, the Lipper
Analytical Composite Brokerage Firm Index, and the Peer Group Index
selected by the Company for purposes of the Company's Proxy Statement
for the 1995 Annual Meeting of Stockholders (the "1995 Peer Group").
Total stockholder return in the graph is based on an initial
investment of $100 on March 1, 1990 and assumes dividend reinvestment.
The stock price performance shown on the following graph is not
necessarily indicative of future price performance.
Presented is a comparison of the performance of
the Company's Common Stock for the last five
fiscal years to that of the S&P 500 Index,
the Lipper Analytical Composite Brokerage Firm
Index, and an index used for comparison by
the Company in 1995 based on the common stock
of eleven companies, all as described in narrative
and tabular form on this page 13.
The 1995 Peer Group consists of the following corporations:
The Quick & Reilly Group, Inc.; Charles Schwab & Co., Inc.; Merrill
Lynch & Co., Inc.; Paine Webber Incorporated; Advest, Inc.; Alex.
Brown & Sons Incorporated; Piper Jaffray Inc.; A.G. Edwards & Sons,
Inc.; Inter-Regional Group; Legg Mason Wood Walker Incorporated; and
Raymond James & Associates, Inc.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Under Section 16(a) of the Securities Exchange Act of 1934,
as amended, the Company's directors and officers and persons who own
more than ten percent of the Company's Common Stock are required to
report their initial ownership of the Company's Common Stock and any
subsequent changes in that ownership to the Securities and Exchange
Commission and the New York Stock Exchange. To the best of the
Company's knowledge, based solely on its review of the copies of such
reports furnished to the Company and written representations that no
other reports were required, during the fiscal year ended February 28,
1995, its officers and directors and greater than ten percent
stockholders complied with all applicable Section 16(a) filing
requirements.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of the Company's
Audit Committee, has appointed Arthur Andersen LLP as the Company's
independent public accountants to audit the consolidated financial
statements of the Company for the fiscal year ending February 29,
1996. Arthur Andersen LLP served as the Company's independent public
accountants for the fiscal year ended February 28, 1995 and, during
the course of that fiscal year, they were also engaged by the Company
to provide certain tax and consulting services.
The Board of Directors recommends that the stockholders
vote FOR approval of the appointment of Arthur Andersen LLP as the
Company's independent public accountants for the fiscal year ending
February 29, 1996. The affirmative vote of a majority of the shares
present and voting at the Annual Meeting, in person or by proxy, is
required for the approval of the independent public accountants. If
the appointment is not approved, the Board will select other
independent public accountants.
A representative of Arthur Anderson LLP will be present at
the Annual Meeting of Stockholders and will have the opportunity to
make a statement and be available to respond to questions.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT 1996 ANNUAL MEETING OF STOCKHOLDERS
Any stockholder proposal to be presented for consideration
at the Annual Meeting of Stockholders to be held on June 25, 1996 must
be received by the Company at its principal executive office on or
before February 1, 1996 to be considered for inclusion, in accordance
with the rules and regulations of the Securities and Exchange
Commission, in the Company's proxy statement and proxy relating to
that meeting.
OTHER INFORMATION
Neither the Company nor the Board of Directors knows of any
other matters to be presented at the Annual Meeting of Stockholders.
If any additional matters are properly presented, the persons named in
the proxy will have discretion to vote in accordance with their own
judgment on such matters.
BY ORDER OF THE BOARD OF DIRECTORS
Arlene B. Fryer
Secretary
Date: May 15, 1995
