<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Investors Title Company
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
(logo) Investors Title Company
121 North Columbia Street, Chapel Hill, North Carolina 27514
(919) 968-2200
-------------------------------------------------------------
April 13, 1998
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held in the Investors Title Building, 121 North Columbia Street, Chapel
Hill, North Carolina on Tuesday, May 12, 1998, at 11:00 A.M.
The Annual Meeting will begin with a review of the activities of the
Company for the past year and a report on current operations during the
first quarter of 1998, followed by discussion and voting on the matters set
forth in the accompanying Notice of Annual Meeting and Proxy Statement.
The Board of Directors unanimously recommends that you vote "FOR" the
election of the directors nominated to serve until the Annual Meeting of
Shareholders in 2001.
I URGE YOU TO REVIEW THE PROXY STATEMENT, SIGN AND DATE YOUR PROXY, AND
RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
If you attend the meeting, you may, of course, choose to revoke your
proxy and personally cast your vote.
Cordially,
/s/ J. Allen Fine
J. Allen Fine
Chief Executive Officer
<PAGE>
<PAGE>
(logo) Investors Title Company
121 North Columbia Street, Chapel Hill, North Carolina 27514
(919) 968-2200
-------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 12, 1998
-------------------------------------------------------------------
The Annual Meeting of the Shareholders of Investors Title Company will be
held at 121 North Columbia Street, Chapel Hill, North Carolina, on Tuesday,
May 12, 1998 at 11:00 A.M. E.D.T., for the following purposes:
To elect three directors for three-year terms or until their successors
are elected and qualified.
To consider any other business that may properly come before the
meeting.
Shareholders of record of Common Stock of the Company at the close of
business on March 27, 1998 are entitled to vote at the meeting and any
adjournments thereof.
By Order of the Board of Directors:
/s/ L. Dawn Martin
L. Dawn Martin
Vice President and Assistant Secretary
- - --------------------------------------------------------------------------------
IMPORTANT - YOUR PROXY IS ENCLOSED. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT
THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
POSTAGE-PAID ENVELOPE PROVIDED FOR THAT PURPOSE. IT WILL ASSIST THE COMPANY IN
KEEPING DOWN THE EXPENSES OF THE MEETING IF ALL SHAREHOLDERS RETURN THEIR
SIGNED PROXIES PROMPTLY. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU DO ATTEND
THE MEETING.
<PAGE>
<PAGE>
PROXY STATEMENT
- - --------------------------------------------------------------------------------
Annual Meeting of Shareholders
To Be Held on May 12, 1998
- - --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Investors Title Company of proxies to be voted at the
Annual Shareholders' Meeting to be held at 121 North Columbia Street, Chapel
Hill, North Carolina, on May 12, 1998 at 11:00 A.M. E.D.T., and at all
adjournments thereof. Shareholders of record at the close of business on March
27, 1998 are entitled to notice of and to vote at the meeting and any
adjournments thereof.
Proxy Solicitation by the Board of Directors. The solicitation of proxies
will be by mail and is made on behalf of the Board of Directors. The cost of
solicitation of proxies will be borne by the Company. Copies of proxy material
and of the Annual Report for 1997 will be provided to brokers, dealers, banks
and voting trustees or their nominees for the purpose of soliciting proxies
from the beneficial owners, and the Company will reimburse these record holders
for their out-of-pocket expenses.
Revocability of Proxy. Each proxy executed and returned by a shareholder
may be revoked at any time thereafter except as to any matter or matters upon
which, prior to such revocation, a vote shall have been cast pursuant to the
authority conferred by such proxy.
Voting Securities. On March 27, 1998, the Company had a total of 2,855,744
shares of Common Stock outstanding, its only class of issued and outstanding
capital stock. Of these shares, 2,803,872 shares are entitled to one vote per
share and 51,872 shares are held by a subsidiary of the Company and, by State
law, are not entitled to vote. A majority of the shares entitled to vote at the
meeting, represented at the meeting in person or by proxy, will constitute a
quorum.
Annual Report to Shareholders. An Annual Report of the Company for the
calendar year 1997 including financial statements and auditors' opinion, along
with this Proxy Statement and proxy form, are being first mailed to the
Company's shareholders on or about April 13, 1998.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During the year ended December 31, 1997, the Board of Directors held four
meetings. All incumbent directors and nominees attended 75% or more of the
aggregate number of meetings of the Board of Directors and committees of the
Board on which they served.
The Corporation's Board of Directors has a Compensation Committee, a
Nominating Committee and an Audit Committee.
In 1997, the Compensation Committee was composed of Richard W. McEnally,
James R. Morton, Lillard H. Mount and A. Scott Parker, Jr. Mr. McEnally served
on this Committee until his term expired in May, 1997. The Committee is
responsible for recommending to the Board of Directors the compensation and
benefits to be paid to officers of the Company. The Compensation Committee met
twice during 1997.
In 1997, the Nominating Committee was composed of J. Allen Fine, Loren B.
Harrell, Jr. and A. Scott Parker, Jr. A slate of nominees for directors to
present to the shareholders is recommended by the Nominating Committee and
determined by at least a majority vote of those directors whose terms do not
expire during the year in which the election of directors will be made. The
Committee will consider nominees recommended by the shareholders. Any
shareholder wishing to make a recommendation regarding a nominee for election
at the 1999 Annual Meeting should submit such recommendation to the Assistant
Secretary, Investors Title Company, P.O. Drawer 2687, Chapel Hill, North
Carolina 27515-2687, no later than December 14, 1998. The Nominating Committee
met one time during 1997.
In 1997, the Audit Committee was composed of David L. Francis, William J.
Kennedy III and H. Joe King, Jr. The Committee recommends to the Board of
Directors the independent public accountants to be engaged by the Company,
reviews the overall scope of the annual audit proposed by the independent
public accountants, reviews internal audit procedures on various aspects of
corporate operations and periodically consults with the independent public
accountants on matters relating to internal financial controls and procedures.
The Audit Committee met twice during 1997.
DIRECTORS' COMPENSATION
Directors who are not employees of the Company receive an annual retainer
for Board services of $3,000 and an attendance fee of $750 for each Directors'
meeting attended in addition to actual travel expenses related to the meetings.
Directors
1
<PAGE>
do not receive fees for committee meetings attended unless the committee
meeting is held on a day other than the regularly scheduled board meeting date.
The fee for such a committee meeting is $250. Directors who are employees of
the Company are paid no fees or other remuneration for service on the Board or
on any Board committee. All non-employee directors of the Company were granted
a Non-Qualified Stock Option, exercisable for 500 shares at $14.00 per share on
May 13, 1997. These options were immediately exercisable and will expire on May
13, 2007.
EXECUTIVE COMPENSATION
The Compensation Committee Report on Executive Compensation
The fundamental philosophy of Investors Title Company's compensation
program is to provide competitive compensation opportunities for all employees
based on the individual's personal performance, experience and contribution to
the growth of the Company. In addition, it is the Company's goal to provide
compensation opportunities that are comparable to those offered by other
businesses in the area, thus allowing the Corporation to attract and retain
experienced corporate officers and key employees with outstanding ability and
to motivate them to perform to their fullest extent. The Company's compensation
package is competitive with other employers' compensation benefits of
comparable size in its area of operation.
In evaluating the performance and establishing the incentive compensation
of the Chief Executive Officer and other senior management, the Committee has
reviewed management's effectiveness in increasing premiums written over the
past three years, and its success in maximizing its sales efforts by expanding
operations in other market areas.
In reviewing management performance and compensation, the Committee also
has taken into account management's consistent commitment to the long-term
success of the Company through new innovations and intra-Company restructuring.
Based upon the evaluation of these factors, the Committee believes that
the senior management of the Company is dedicated to achieving long-term growth
and that the compensation approved by the Committee has contributed to
achieving this end.
Compensation for each of the named executive officers, as well as other
senior executives, consists of a base salary, a cash and/or stock bonus,
incentive stock options and a contribution under a Simplified Employee Pension
Plan. The Committee considers the total compensation of each of the named
executive officers and other senior executives in establishing each element of
compensation.
Each year, the Chief Executive Officer reviews with the Committee the
proposed annual salaries, and the Committee recommends any modifications it
deems appropriate. Salaries are recommended by the Chief Executive Officer
based on industry standards, national surveys, individual contribution and
performance. The Committee also fixes the base salary of the Chief Executive
Officer based on the same criteria and the Committee's assessment of his past
performance and expectations as to future leadership of the Company's business.
Stock and cash bonuses awarded to the named executive officers and other
senior executives are based on their performance throughout the year.
In determining the Chief Executive Officer's bonus award for 1997, the
Committee considered, in addition to the factors discussed above pertaining to
expanded markets and innovations, the Company's performance as reflected by the
fact that revenues were at their highest since the Company's incorporation, and
performance of the Company's competitors, as well as more subjective criteria.
Periodically, the Committee considers the need to issue stock options,
which are designed to link the concerns of the executives with those of the
shareholders. Stock option grants provide an incentive that focuses the
executive's attention on managing the Company from the perspective of an owner
with an equity stake in the business. The Committee believes that past grants
have successfully focused the Company's senior management on building
profitability and shareholder value. The Chief Executive Officer is eligible to
participate in the same executive compensation plans available to other senior
executives.
In establishing grants of stock options, the Chief Executive Officer
reviews with the Committee the proposed option awards. Executive officers,
other than senior executives, also participate in the Company's compensation
program.
Submitted by: James R. Morton Lillard H. Mount A. Scott Parker, Jr.
Dated March 9, 1998
2
<PAGE>
Summary Compensation Table
Shown below is information concerning the annual compensation for services
in all capacities to the Company for the fiscal years ended December 31, 1997,
1996 and 1995, of those persons who were, at December 31, 1997 (i) the Chief
Executive Officer and (ii) the senior executive officers, other than the CEO,
who earned more than $100,000 in salary and bonus during 1997 (the "Named
Executive Officers").
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards
------------------------ ----------------------
Securities
Name and Underlying All Other
Principal Salary Bonus Options/ Compensation
Position Year ($) ($) SARs (#) ($)
- - -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Allen Fine 1997 $212,565 $124,405 -- $ 93,086(1)
Chief Executive 1996 205,871 124,405 -- 98,529
Officer 1995 200,850 88,000 5,000 95,475
James A. Fine, Jr. 1997 88,542 15,000 -- 14,489(2)
President 1996 72,500 17,036 2,000 11,787
1995 70,000 18,625 -- 11,424
W. Morris Fine 1997 86,667 15,055 -- 14,533(3)
Executive Vice 1996 69,167 24,080 2,000 10,275
President 1995 65,000 20,125 -- 9,295
</TABLE>
(1) Total represents $16,000 Company contribution to Simplified Employee
Pension Plan, along with $3,327 Company-paid life insurance premiums, and
$73,759 in payments for accrued but unused vacation time.
(2) Total represents $10,725 Company contribution to Simplified Employee
Pension Plan, along with $3,764 Company-paid life insurance premiums, and
$3,095 Company-paid health insurance premiums.
(3) Total represents $10,698 Company contribution to Simplified Employee
Pension Plan, along with $3,835 Company-paid life insurance premiums, and
$3,137 Company-paid health insurance premiums.
The following table shows stock options exercised by the Named Executive
Officers during 1997, including the aggregate value of gains on the date of
exercise (the "Value Realized"). In addition, this table includes the number of
shares covered by both exercisable and unexercisable stock options as of
December 31, 1997. Also reported are the values for "in-the-money" options
which represent the positive spread between the exercise price of any such
existing stock options and the year-end price of the Common Stock.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
<TABLE>
<CAPTION>
Number of
Securities Value of (1)
Underlying Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired Value FY-End (#) FY-End ($)
on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
- - ----------------------------- -------------- ---------- --------------- -----------------
<S> <C> <C> <C> <C>
J. Allen Fine 4,000 $ 26,100 7,000/ $83,300/59,500
5,000
James A. Fine, Jr. 6,200 40,455 2,800/ 33,320/47,600
4,000
W. Morris Fine 12,125 126,343 1,600/ 19,040/33,320
2,800
</TABLE>
(1) The closing price of the Common Stock on December 31, 1997, the last day of
1997 on which the Company's Common Stock traded, was $21.25.
3
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return among the
Company's Common Stock, a broad equity market index (the NASDAQ Market Index)
and a peer group index for the last five years. The peer group index (selected
on the basis of SIC Codes for publicly-traded title insurance companies)
consists of Alleghany Corporation, Fidelity National Financial, First American
Financial Corporation, Investors Title Company, Lawyers Title Corporation, and
Stewart Information Services Corporation.
(The Performance Graph appears here. See the table below for plot points.)
1992 1993 1994 1995 1996 1997
INVESTORS TITLE CO 100 131.66 105.59 165.79 250.96 341.10
PEER GROUP INDEX 100 133.01 110.11 154.53 170.72 262.82
NASDAQ MARKET INDEX 100 119.95 125.94 163.35 202.59 248.30
ASSUMES $100 INVESTED ON JAN. 01, 1992
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1997
EXECUTIVE EMPLOYMENT AGREEMENTS
On February 9, 1984, Investors Title Insurance Company, a wholly owned
subsidiary of the Company, entered into an employment agreement with J. Allen
Fine, which provides, among other things, for a salary to be fixed by the Board
of Directors but in no event to be less than $88,000 per annum. The agreement
also provides for a term of five years renewable annually until such time as
Mr. Fine reaches age 70. Investors Title Insurance Company also entered into
employment contracts with James A. Fine, Jr. and W. Morris Fine dated December
21, 1995. The primary purpose of these agreements is to limit the ability of
these officers to compete with the Company upon termination of employment.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For the year ended December 31, 1997, Richard W. McEnally, James R.
Morton, Lillard H. Mount, and A. Scott Parker, Jr. served on the Compensation
Committee. Mr. McEnally served on this Committee until his term expired in May,
1997. None of these directors are officers of the Company.
4
<PAGE>
OWNERSHIP OF STOCK BY EXECUTIVE OFFICERS AND
CERTAIN BENEFICIAL OWNERS
The following table indicates the persons known to the Company to be the
owners of more than five percent (5%) of the Company's Common Stock as of March
27, 1998.
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature Percent
Class Beneficial Owner of Beneficial Ownership of Class
- - --------- ----------------------------------- ------------------------- ---------
<S> <C> <C> <C>
Common Markel Corporation 245,900 (1) 8.8%
Stock 4551 Cox Road
Glen Allen, Virginia 23060
J. Allen Fine 228,606 (2) 8.2%
112 Carolina Forest
Chapel Hill, North Carolina 27516
</TABLE>
(1) As reported to the Company on a Schedule 13G filed February 13, 1997, which
has not been amended. According to the Schedule 13G, Markel Gayner Asset
Management Corporation, a wholly owned subsidiary of Markel Corporation,
may also be deemed to beneficially own the shares referenced above.
(2) This includes 7,000 shares of Common Stock that Mr. Fine has the right to
purchase under presently exercisable stock options granted to him by the
Company, which shares may be deemed to be beneficially owned by him.
The table below sets forth the shares of the Company's Common Stock
beneficially owned by each director, nominee for director, the Chief Executive
Officer and the Named Executive Officers, and by all directors and executive
officers as a group.
<TABLE>
<CAPTION>
Title of Name of Amount and Nature Percent
Class Beneficial Owner of Beneficial Ownership of Class
- - ---------------- ----------------------------------- ------------------------- ---------
<S> <C> <C> <C>
Common Stock J. Allen Fine 228,606(1) 8.2%
A. Scott Parker, Jr. 79,976(2) 2.9
David L. Francis 53,666(2) 1.9
W. Morris Fine 49,585(3) 1.8
James A. Fine, Jr. 46,688(4) 1.7
A. Scott Parker III 36,352(5) 1.3
H. Joe King, Jr. 18,276(6) *
James R. Morton 16,750(2) *
William J. Kennedy III 2,500(2) *
Lillard H. Mount 1,880 *
Loren B. Harrell, Jr. 500(2) *
All Executive Officers and
Directors as a Group (13 persons) 546,065(7) 20%
</TABLE>
*Represents less than 1%.
(1) This total includes 7,000 shares of Common Stock that Mr. Fine has the
right to purchase under presently exercisable stock options granted to him
by the Company, which shares may be deemed to be beneficially owned by
him.
(2) This total includes 500 shares of Common Stock available for purchase under
presently exercisable stock options granted by the Company, which shares
may be deemed to be beneficially owned by the named director.
(3) This total includes 1,600 shares of Common Stock that Mr. Fine has the
right to purchase under presently exercisable stock options granted to him
by the Company, which shares may be deemed to be beneficially owned by
him. Additionally, this total includes shares beneficially owned by him as
follows: 3,577 shares as Custodian for Louisa M. Fine, daughter; and 470
shares of Nancy J. Fine, wife.
(4) This total includes 2,800 shares of Common Stock that Mr. Fine has the
right to purchase under presently exercisable stock options granted to him
by the Company, which shares may be deemed to be beneficially owned by
him. Additionally, this total includes shares beneficially owned by him as
follows: 1,415 shares as Custodian for S. Benton Fine, son; and 546 shares
of Leslie A. Fine, wife.
(5) This total includes shares beneficially owned as follows: 476 shares by
wife, Millicent M. Parker.
(6) This total includes 500 shares of Common Stock that Mr. King has the right
to purchase under presently exercisable stock options granted to him by
the Company, which shares may be deemed to be beneficially owned by him.
Additionally, this total includes shares beneficially owned as follows:
700 shares by wife, Patsy T. King.
(7) This total includes 16,700 shares of Common Stock that all officers and
directors, as a group, have the right to purchase under presently
exercisable stock options granted to the officer or director by the
Company, which shares may be deemed to be beneficially owned by them.
5
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of the reports of changes in beneficial ownership of
Company Common Stock and written representations furnished to the Company, the
Company believes that its officers, directors and holders of at least 10% of
its Common Stock filed on a timely basis the reports required to be filed under
Section 16(a) of the Securities Exchange Act of 1934 during the year ended
December 31, 1997. The Company is not aware of any holders of more than 10% of
its Common Stock.
ITEM 1
ELECTION OF DIRECTORS
The Company's Board of Directors is composed of nine members divided into
three classes with staggered terms of three years for each class.
J. Allen Fine and David L. Francis are nominated for re-election to serve
for a three-year period or until their respective successors have been elected
and qualified. A. Scott Parker, III has been nominated to serve for a
three-year period or until his successor has been elected and qualified. The
nominees will be elected if they receive a plurality of the votes cast for
their election. Broker nonvotes will not affect the election results if a
quorum is present. If any of the nominees should withdraw or otherwise become
unavailable for reasons not presently known, shares represented by proxies may
be voted for other persons in their place in accordance with the best judgments
of the persons named in the Proxy. THE BOARD RECOMMENDS A VOTE \`FOR' THE
ELECTION OF THE NOMINEES FOR DIRECTORS.
Information regarding nominees for election as directors and directors
continuing in office is set forth below:
<TABLE>
<CAPTION>
Served as Term
Director to
Name Age Since Expire
- - ------------------------------ ----- ----------- -------
<S> <C> <C> <C>
Board
Nominees:
J. Allen Fine 63 1973 2001
David L. Francis 65 1982 2001
A. Scott Parker III 54 -- 2001
Directors
Continuing in
Office:
Loren B. Harrell, Jr. 49 1996 1999
H. Joe King, Jr. 65 1983 1999
William J. Kennedy III 75 1987 1999
James A. Fine, Jr. 36 1997 2000
James R. Morton 60 1985 2000
Lillard H. Mount 84 1977 2000
</TABLE>
Biographical Information
Additional information regarding nominees for election as director and
directors continuing in office is set forth below.
Board Nominees:
J. Allen Fine was the principal organizer of Investors Title Insurance Company
and has been Chairman of the Board of that Company, Investors Title Company,
and Northeast Investors Title Insurance Company since their incorporation. Mr.
Fine served as President of Investors Title Insurance Company until February,
1997 when he was named Chief Executive Officer. Additionally, Mr. Fine serves
as Chief Executive Officer of the Company and Northeast Investors Title
Insurance Company, Chairman of the Board of Investors Title Exchange
Corporation and as a Director of South Carolina Document Preparation Company.
Mr. Fine is the father of James A. Fine, Jr., President and Treasurer of the
Company, and W. Morris Fine, Executive Vice President and Secretary of the
Company.
David L. Francis was President of Marsh Associates, Inc., a mortgage banking
and property management company, from 1963 until he retired in 1997. He serves
on the Charlotte, North Carolina City Board of Directors of First Union
National Bank, a publicly-held company, and First Landmark Company, a Charlotte
real estate and property management firm.
6
<PAGE>
A. Scott Parker, III founded Today's Home, Inc. in 1975 and has been President
of that Company since its incorporation. Today's Home, Inc. manufactures lamps
and wall decor for the lodging, hospitality and healthcare industries. He is
also managing member of Parker-Jones-Kemp LLC, a developer of furniture
showroom properties to the trade.
Directors Continuing in Office:
Loren B. Harrell, Jr. organized SoftPro Corporation in 1984 and has been
President of that Company since its inception. SoftPro specializes in the
research and development of software utilized by law firms, title companies,
title insurance agents and lending institutions.
H. Joe King, Jr. is President and Chairman of the Board of Home Federal Savings
& Loan Association in Charlotte, North Carolina and its parent company, HFNC
Financial Corporation, a public company. He has been employed by that Company
since 1962. He serves on the Board of Savers Life Insurance Company, a
publicly-held company.
William J. Kennedy III retired as President and Chief Executive Officer of
North Carolina Mutual Life Insurance Company in 1990, where he had been
employed since 1950.
James A. Fine, Jr. is President and Treasurer of Investors Title Company,
Executive Vice President and Chief Financial Officer of Investors Title
Insurance Company and Northeast Investors Title Insurance Company, and
President of Investors Title Exchange Corporation and South Carolina Document
Preparation Company. Additionally, Mr. Fine serves as Chairman of the Board of
South Carolina Document Preparation Company. Mr. Fine is the son of J. Allen
Fine, Chief Executive Officer and Chairman of the Board of the Company, and
brother of W. Morris Fine, Executive Vice President and Secretary of the
Company.
James R. Morton was President of J. R. Morton Associates from 1968 until he
retired in 1988. He is currently President of TransCarolina Corporation.
Lillard H. Mount was General Counsel to Investors Title Company and its
subsidiaries from their incorporation until his retirement in 1998, and has
served as a Director of Investors Title Company since 1977.
SHAREHOLDER PROPOSALS
Proposals of shareholders to be considered for inclusion in the Company's
Proxy Statement for the 1999 Annual Meeting of the Company must be received by
the Company no later than December 14, 1998.
7
<PAGE>
OTHER MATTERS TO COME BEFORE THE MEETING
Management does not know of any other matters which may come before the
meeting. However, if any other matters do properly come before the meeting, it
is the intention of the persons named as proxies to vote upon them in
accordance with their best judgment.
GENERAL INFORMATION
A copy of the Company's 1997 Annual Report and Form 10-K filed with the
Commission, excluding exhibits, can be obtained without charge by writing to
the Assistant Secretary of the Company, 121 North Columbia Street, Chapel Hill,
North Carolina 27514.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ L. Dawn Martin
L. Dawn Martin
Vice President and Assistant
Secretary
April 13, 1998
8
<PAGE>
*******************************************************************************
APPENDIX
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------
APPENDIX
- - --------------------------------------------------------------------
<S> <C>
PROXY
PLEASE SIGN
ON REVERSE SIDE
THE ENCLOSED (icon(R) INVESTORS TITLE COMPANY appears here)
POSTAGE-PAID
ENVELOPE.
121 NORTH COLUMBIA STREET, CHAPEL HILL, NORTH CAROLINA 27514
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 12, 1998
The undersigned hereby appoints J. Allen Fine and
L. Dawn Martin, or any one or more of them, each with
power of substitution, as lawful proxy, to vote all
shares of common stock of Investors Title Company which
the undersigned would be entitled to vote if personally
present at the Annual AND RETURN IN Shareholders'
Meeting of Investors Title Company to be held at 121
North Columbia Street, Chapel Hill, North Carolina on
Tuesday, May 12, 1998 at 11:00 A.M. E.D.T., and at any
adjournment thereof, upon such business as may properly
come before the meeting.
Please sign on reverse exactly as name appears.
When shares are held by joint tenants, both should
sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.
Please sign on reverse side and return in the enclosed
postage-paid envelope.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
SHAREHOLDER NUMBER OF SHARES
------------------------- ----------------------
ELECTION OF DIRECTORS:
( ) FOR all nominees listed below ( ) WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
(Instructions: To WITHHOLD authority to vote for an individual nominee, mark the
box next to the nominee's name below)
[ ] J. ALLEN FINE [ ] DAVID L. FRANCIS [ ] A. SCOTT PARKER, III
TO VOTE IN THEIR BEST JUDGMENT WITH RESPECT TO ANY OTHER BUSINESS THAT MAY
PROPERLY COME BEFORE THE MEETING. THIS PROXY WILL BE VOTED AS DIRECTED ABOVE,
BUT IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" THE ABOVE PROPOSALS.
(Signature)
--------------------------------------
Dated: , 1998
-------------------------------
(Signature if held jointly)
----------------------
</TABLE>
