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 OF INVESTORS TITLE COMPANY APPEARS HERE)
121 North Columbia Street, Chapel Hill, North Carolina 27514
(919) 968-2200
-------------------------------------------------------------
April 13, 1999
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 11, 1999, 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 1999, 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 2002.
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>
(LOGO OF INVESTORS TITLE COMPANY APPEARS HERE)
121 North Columbia Street, Chapel Hill, North Carolina 27514
(919) 968-2200
-------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 11, 1999
-------------------------------------------------------------------
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 11, 1999 at 11:00 A.M. E.D.T., for the following purposes:
To elect four 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 29, 1999 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>
PROXY STATEMENT
- --------------------------------------------------------------------------------
Annual Meeting of Shareholders
To Be Held on May 11, 1999
- --------------------------------------------------------------------------------
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 11, 1999 at 11:00 A.M. E.D.T., and at all
adjournments thereof. Shareholders of record at the close of business on March
29, 1999 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 1998 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 29, 1999, 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, 2,804,104 shares are entitled to one vote per
share and 51,640 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 1998 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, 1999.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During the year ended December 31, 1998, 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 1998, the Compensation Committee was composed of James R. Morton,
Lillard H. Mount, A. Scott Parker, Jr. and A. Scott Parker III. Mr. Parker, Jr.
served on this Committee until his term expired in May, 1998. 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
three times during 1998.
In 1998, the Nominating Committee was composed of Loren B. Harrell, Jr.,
H. Joe King, Jr. and William J. Kennedy III. 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 2000 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 13, 1999. The Nominating Committee
met one time during 1998.
In 1998, 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 1998.
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 Nonqualified Stock Option, exercisable for 500 shares at $26.50 per share on
May 12, 1998. These options were immediately exercisable and will expire on May
12, 2008.
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 Company 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 1998, 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 III
Dated March 10, 1999
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, 1998,
1997 and 1996, of those persons who were, at December 31, 1998 (i) the Chief
Executive Officer and (ii) the senior executive officers, other than the CEO,
who earned more than $100,000 in salary and bonus during 1998 (the "Named
Executive Officers").
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards
------------------- ----------------------
Securities
Name and Underlying All Other
Principal Salary Bonus Options/ Compensation
Position Year ($) ($) SARs (#) ($)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Allen Fine 1998 $218,192 $199,425 8,000 $ 19,219(1)
Chief Executive 1997 212,565 124,405 -- 93,086
Officer 1996 205,871 124,405 -- 98,529
James A. Fine, Jr. 1998 131,625 55,000 10,000 20,577(2)
President 1997 88,542 15,000 -- 14,489
1996 72,500 17,036 2,000 11,787
W. Morris Fine 1998 132,125 55,000 10,000 20,622(3)
Executive Vice 1997 86,667 15,055 -- 14,533
President 1996 69,167 24,080 2,000 10,275
</TABLE>
(1) Total represents $16,000 Company contribution to Simplified Employee
Pension Plan, along with $3,219 Company-paid life insurance premiums.
(2) Total represents $16,000 Company contribution to Simplified Employee
Pension Plan, along with $912 Company-paid life insurance premiums, and
$3,665 Company-paid health insurance premiums.
(3) Total represents $16,000 Company contribution to Simplified Employee
Pension Plan, along with $957 Company-paid life insurance premiums, and
$3,665 Company-paid health insurance premiums.
Stock Options
The following table sets forth certain information with respect to options
granted to the Named Executive Officers during the fiscal year ended December
31, 1998.
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable
(2)
Value at Assumed
Annual Rates of Stock
Price Appreciation
for
Individual Grants (1) Option Term
- ------------------------------------------------------------------------------------ --------------------
% of
Number of Total
Securities Options
Underlying Granted to
Options Employees
Granted in Fiscal Exercise or Base Expiration
Name (#) Year Price ($/Sh) Date 5% ($) 10%($)
- ---- ------------ ----------- ------------------ ----------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
J. Allen Fine 8,000 15% $ 29.15 05/12/08 380,116 603,988
James A. Fine, Jr. 10,000 19% 29.15 05/12/08 475,145 754,985
W. Morris Fine 10,000 19% 29.15 05/12/08 475,145 754,985
</TABLE>
(1) Incentive Stock Options granted pursuant to a Company stock option plan.
Options are granted at 110% of fair market value on the date of grant
because the Fine family stock ownership, by virtue of their familial
relationship, on an aggregated basis in the Company, exceeds 10% of the
total combined voting power of all classes of the Company's stock.
(2) As required by the Securities and Exchange Commission, the amounts shown
assume a 5% and 10% annual rate of appreciation on the price of the
Company's Common Stock throughout a ten year option term. There can be no
assurance that the rate of appreciation assumed for purposes of this table
will be achieved. The actual value of the stock options to the Named
Executive Officers and all optionees as a group will depend on the future
price of the Company's Common Stock.
3
<PAGE>
The following table shows stock options exercised by the Named Executive
Officers during 1998, 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, 1998. 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
Options at Options at
Shares FY-End (#) FY-End ($)
Acquired Value
on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
- ---------------------- -------------- ---------- --------------- --------------
<S> <C> <C> <C> <C>
J. Allen Fine 7,000 $53,890 3,800/ $34,950/
9,200 27,140
James A. Fine, Jr. 1,800 10,010 4,800/ 41,410/
10,200 5,400
W. Morris Fine 1,600 8,580 2,600/ 15,780/
10,200 5,400
</TABLE>
(1) The closing price of the Common Stock on December 31, 1998, the last day of
1998 on which the Company's Common Stock traded, was $21.00.
4
<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, LandAmerica Financial Group,
Inc., and Stewart Information Services Corporation.
[GRAPH APPEARS HERE]
1993 1994 1995 1996 1997 1998
(DOLLARS)
INVESTORS TITLE CO 100 80.2 125.93 190.62 259.07 257.33
NASDAQ MARKET INDEX 100 104.99 136.18 169.23 207 291.96
PEER GROUP INDEX 100 77.47 110.68 126.62 200.85 233.97
ASSUMES $100 INVESTED ON JAN, O1,1994
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC 31,1998
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, which shall not be less than $88,000 per annum. The agreement was
for an initial term of five years, renewable annually thereafter until such
time as Mr. Fine reaches age 70. The employment agreement provides that if the
Company terminates his employment, with or without cause, for any reason other
than death or disability, prior to Mr. Fine reaching age 70, he will be paid
his monthly salary for a period of 60 months commencing on the first of the
month following such termination. The agreement also provides that if Mr. Fine
voluntarily terminates his employment for any reason other than retirement,
death or disability, prior to age 65, he will be entitled to receive annual
payments equal to one-half his average annual salary during the preceding three
years, which sum shall be payable for five years in monthly installments
commencing on the first of the month following the month in which his
employment was terminated.
Investors Title Insurance Company also entered into employment agreements
with James A. Fine, Jr. and W. Morris Fine dated December 21, 1995. These
employment agreements, which are substantially identical, provide that the
employee shall not compete with the Company in the State of North Carolina for
a period of two years following voluntary termination of employment. The
agreements also provide that termination following certain events, such as a
change in control of the Company, a diminution of the employee's duties and
responsibilities, an increase in travel or a requirement that the employee
render services outside the Chapel Hill area, would not be deemed a voluntary
termination.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
For the year ended December 31, 1998, James R. Morton, Lillard H. Mount,
A. Scott Parker, Jr. and A. Scott Parker III served on the Compensation
Committee. Mr. Parker, Jr. served on this Committee until his term expired in
May, 1998. None of these directors are officers of the Company.
5
<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
29, 1999.
<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 245,850 (1) 8.77%
Stock 4551 Cox Road
Glen Allen, Virginia 23060
J. Allen Fine 244,556 (2) 8.72%
112 Carolina Forest
Chapel Hill, North Carolina 27516
</TABLE>
(1) Ownership as of December 31, 1998 as reported to the Company on a Schedule
13G dated February 12, 1999. According to the Schedule 13G, certain
subsidiaries of Markel Corporation, as well as other investors advised by
Markel Gayner Asset Management Corporation, have the right to receive
dividends or proceeds from the sale of the Company's Common Stock. Each
such holder, with the exception of Essex Insurance Company, a subsidiary
of Markel, which beneficially owns 145,600 shares of the Company's Common
Stock, holds an interest in less than 5% of the Company's outstanding
Common Stock.
(2) This includes 1,800 shares of Common Stock that Mr. Fine has the right to
purchase under presently exercisable stock options granted to him by the
Company. Additionally, this includes 95,000 shares held by a limited
partnership, of which Mr. Fine is a general partner.
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 244,556(1) 8.72%
David L. Francis 54,166(2) 1.93%
W. Morris Fine 47,426(3) 1.69%
James A. Fine, Jr. 45,724(4) 1.62%
A. Scott Parker III 38,052(5) 1.36%
James R. Morton 19,565(2) *
H. Joe King, Jr. 18,776(6) *
William J. Kennedy III 3,000(2) *
Lillard H. Mount 1,880 *
Loren B. Harrell, Jr. 1,000(2) *
All Executive Officers and
Directors as a Group (12 persons) 486,011(7) 17.32%
</TABLE>
*Represents less than 1%.
(1) This total includes 1,800 shares of Common Stock that Mr. Fine has the
right to purchase under presently exercisable stock options granted to him
by the Company. Additionally, this includes 95,000 shares held by a
limited partnership, of which Mr. Fine is a general partner.
(2) This total includes 1,000 shares of Common Stock available for purchase
under presently exercisable stock options granted by the Company.
(3) This total includes 1,400 shares of Common Stock that Mr. Fine has the
right to purchase under presently exercisable stock options granted to him
by the Company. Additionally, this total includes shares beneficially
owned by him as follows: 3,577 shares as Custodian for Louisa M. Fine,
daughter; 5 shares as Custodian for A. Lundy Fine, daughter; and 470
shares of Nancy J. Fine, wife.
(4) This total includes 1,400 shares of Common Stock that Mr. Fine has the
right to purchase under presently exercisable stock options granted to him
by the Company. 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 500 shares of Common Stock that Mr. Parker has the
right to purchase under presently exercisable stock options granted to him
by the Company. Additionally, this total includes shares beneficially
owned as follows: 100 shares as custodian for A. Scott Parker IV, son; and
976 shares by wife, Millicent M. Parker.
(6) This total includes 1,000 shares of Common Stock that Mr. King has the
right to purchase under presently exercisable stock options granted to him
by the Company. Additionally, this total includes shares beneficially
owned as follows: 700 shares by wife, Patsy T. King.
(7) This total includes 11,575 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.
6
<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, 1998, with the exception of James R. Morton, who had two untimely
filings with respect to three purchase transactions that occurred in 1998.
These transactions were reported on a Form 5 which was filed on a timely basis.
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. Upon the
election of W. Morris Fine to the Board, the size of the Board will be
increased to 10 members divided into three classes with staggered terms of
three years for each class.
Loren B. Harrell, Jr., H. Joe King, Jr. and William J. Kennedy III are
nominated for re-election to serve for a three-year period or until their
respective successors have been elected and qualified. W. Morris Fine has been
nominated to this class of directors 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 the four 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:
W. Morris Fine 32 -- 2002
Loren B. Harrell, Jr. 50 1996 2002
H. Joe King, Jr. 66 1983 2002
William J. Kennedy III 76 1987 2002
Directors
Continuing in
Office:
James A. Fine, Jr. 37 1997 2000
James R. Morton 61 1985 2000
Lillard H. Mount 85 1977 2000
J. Allen Fine 64 1973 2001
David L. Francis 66 1982 2001
A. Scott Parker III 55 1998 2001
</TABLE>
Biographical Information
Additional information regarding nominees for election as directors and
directors continuing in office is set forth below.
Board Nominees:
W. Morris Fine is Executive Vice President and Secretary of Investors Title
Company, President and Chief Operating Officer of Investors Title Insurance
Company and Northeast Investors Title Insurance Company, and Vice President of
Investors Title Exchange Corporation. Mr. Fine is the son of J. Allen Fine,
Chief Executive Officer and Chairman of the Board of the Company, and brother
of James A. Fine, Jr., President and Treasurer of the Company.
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. retired as President and Chairman of the Board of Home Federal
Savings & Loan Association in Charlotte, North Carolina and its parent company,
HFNC Financial Corporation in 1998, where he had been employed since 1962.
7
<PAGE>
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.
Directors Continuing in Office:
James A. Fine, Jr. is President and Treasurer of Investors Title Company,
Executive Vice President, Chief Financial Officer and Treasurer of Investors
Title Insurance Company, Executive Vice President and Chief Financial Officer
of 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.
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, and Chairman of the Board of Investors Title Exchange
Corporation. 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 retired in 1997 as the President of Marsh Mortgage Company, a
mortgage banking firm and Marsh Associates, Inc., a property management company
where he had been employed since 1963. He serves on the Board of Directors of
First Landmark, a Charlotte real estate and property management firm, and is
General Partner of the Francis Family Limited Partnership.
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.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the 2000 Annual Meeting of
Shareholders must be received by the Company on or before December 13, 1999 to
be considered for inclusion in the Company's proxy materials relating to that
meeting. If a shareholder notifies the Company after February 28, 2000 of an
intent to present a proposal at the Company's 2000 Annual Meeting of
Shareholders, the Company will have the right to exercise its discretionary
voting authority with respect to such proposal without including information
regarding such proposal in its proxy materials.
8
<PAGE>
OTHER MATTERS TO COME BEFORE THE MEETING
Management does not know of any other matters that 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 1998 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, 1999
9
<PAGE>
********************************************************************************
APPENDIX
(LOGO) INVESTORS TITLE COMPANY
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 11, 1999
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 Shareholders'
Meeting of Investors Title Company to be held at 121 North Columbia Street,
Chapel Hill, North Carolina on Tuesday, May 11, 1999 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.
PROXY
PLEASE SIGN ON REVERSE SIDE AND RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>
SHAREHOLDER ----------------------------------- NUMBER OF SHARES --------------
DIRECTORS RECOMMEND A VOTE FOR ELECTION OF THE DIRECTOR NOMINEES LISTED BELOW.
Mark "X" for only one box. If no direction is indicated, shares will be voted
"FOR" the following director nominees:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1 - W. MORRIS FINE 2 - LOREN B. HARRELL, JR. 3 - H. JOE KING, JR. 4 - WILLIAM J. KENNEDY III
( ) FOR all nominees ( ) WITHHOLD all nominees ( ) Withhold authority to vote for any individual nominee.
Write number(s) of nominee(s) below.
TO VOTE IN THEIR BEST JUDGMENT WITH RESPECT TO ANY OTHER BUSINESS THAT MAY
PROPERLY COME BEFORE THE MEETING.
(Signature) ----------------------------------------------------------------------
Dated ---------------- , 1999
(Signature if held jointly) ------------------------------------------------------
</TABLE>
