<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
FDP Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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)(1) 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> 2
FDP CORP.
2140 SOUTH DIXIE HIGHWAY
MIAMI, FLORIDA 33133
---------------------
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 15, 1997
---------------------
To the Shareholders of FDP Corp.:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Shareholders of FDP
Corp., a Florida corporation (the "Company"), will be held at The Grand Bay
Hotel, 2669 South Bayshore Drive, Coconut Grove, Florida, on Tuesday, April 15,
1997, at 10:00 a.m., local time, for the following purposes:
1. To elect six persons to the Company's Board of Directors to hold
office until the next annual meeting of shareholders or until their
successors are duly elected and qualified;
2. To ratify the reappointment of KPMG Peat Marwick LLP, independent
certified public accountants, as the Company's auditors for the 1997 fiscal
year; and
3. To transact such other business as may properly come before the
meeting and any and all adjournments thereof.
The Board of Directors fixed the close of business on March 11, 1997 as the
record date for determining those shareholders entitled to notice of, and to
vote at, the 1997 Annual Meeting of Shareholders and any adjournments thereof.
Whether or not you expect to be present at the meeting, please sign, date
and return the enclosed proxy as promptly as possible in the enclosed
preaddressed stamped envelope.
By Order of the Board of Directors,
/s/ Cindy Goldberg
CINDY GOLDBERG,
Secretary
Miami, Florida
March 14, 1997
THIS IS AN IMPORTANT MEETING AND ALL SHAREHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE SHAREHOLDERS WHO ARE UNABLE TO ATTEND IN PERSON ARE
RESPECTFULLY URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY CARD AT THEIR
EARLIEST CONVENIENCE. SHAREHOLDERS WHO EXECUTE A PROXY CARD MAY NEVERTHELESS
ATTEND THE MEETING, REVOKE THEIR PROXY, AND VOTE THEIR SHARES IN PERSON.
<PAGE> 3
1997 ANNUAL MEETING OF SHAREHOLDERS
OF
FDP CORP.
---------------------
PROXY STATEMENT
---------------------
DATE, TIME AND PLACE OF ANNUAL MEETING
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of FDP Corp., a Florida corporation (the "Company"), of
proxies from holders of the Company's common stock, par value $.01 per share
(the "Common Stock"), for use at the 1997 Annual Meeting of Shareholders of the
Company to be held at The Grand Bay Hotel, 2669 South Bayshore Drive, Coconut
Grove, Florida, on Tuesday, April 15, 1997, at 10:00 a.m., local time, and at
any and all adjournments thereof (the "Annual Meeting"), pursuant to the
enclosed Notice of Annual Meeting.
The approximate date that this Proxy Statement and the enclosed form of
proxy are first being sent to shareholders is March 14, 1997. Shareholders
should review the information provided herein in conjunction with the Company's
1996 Annual Report to Shareholders, which accompanies this Proxy Statement. The
Company's principal executive offices are located at 2140 South Dixie Highway,
Miami, Florida 33133.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any shareholder giving the proxy so desire. Shareholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the Company's
Secretary at the Company's headquarters a written revocation or duly executed
proxy bearing a later date; however, no such revocation will be effective until
written notice of the revocation is received by the Company at or prior to the
Annual Meeting.
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Shareholders and the enclosed proxy is to be borne
by the Company. In addition to the use of mail, employees of the Company may
solicit proxies personally and by telephone and telegraph. They will receive no
compensation therefor in addition to their regular salaries. The Company may
request banks, brokers and other custodians, nominees and fiduciaries to forward
copies of the proxy material to their principals and to request authority for
the execution of proxies. The Company may reimburse such persons for their
expenses in so doing.
PURPOSE OF THE MEETING
At the Annual Meeting, the Company's shareholders will consider and vote
upon the following matters:
1. The election of six directors to serve until the next annual
meeting of shareholders or until their successors are duly elected and
qualified.
2. A proposal to ratify the reappointment of KPMG Peat Marwick LLP,
independent certified public accountants, as the Company's auditors for the
1997 fiscal year.
<PAGE> 4
3. Such other business as may properly come before the Annual Meeting,
including any adjournments thereof.
Unless contrary instructions are indicated on the enclosed proxy, all
shares of Common Stock represented by valid proxies received pursuant to this
solicitation (and which have not been revoked in accordance with the procedures
set forth above) will be voted (a) for the election of the six nominees for
director named below, and (b) in favor of all other proposals described on the
Notice of Annual Meeting. In the event a shareholder specifies a different
choice by means of the enclosed proxy, his shares of Common Stock will be voted
in accordance with the specification so made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors fixed the close of business on March 11, 1997 as the
record date (the "Record Date") for determining shareholders entitled to notice
of, and to vote at, the Annual Meeting. Only shareholders of record at the close
of business on the Record Date, on which the transfer books of the Company
remained open, will be entitled to vote. As of the Record Date, there were
5,540,837 shares of Common Stock issued and outstanding. Each share of Common
Stock entitles the holder thereof to one vote on all matters brought before the
Annual Meeting.
The quorum necessary to conduct business at the Annual Meeting consists of
a majority of the outstanding shares of Common Stock. In order to be elected,
nominees for director must receive a plurality of the votes cast by holders of
shares of Common Stock voting in person or by proxy at the Annual Meeting. The
approval of the other proposals covered by this Proxy Statement will require an
affirmative vote of the holders of a majority of the shares of Common Stock of
the Company voting in person or by proxy at the Annual Meeting. Abstentions are
considered as shares present and entitled to vote for purposes of determining
the outcome of any matter submitted to the shareholders for a vote, but are not
counted as votes cast "for" or "against" any matter. Shares referred to as
"broker or nominee non-votes" (shares held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power on a particular matter) will be treated as shares that are present and
entitled to vote for purposes of determining the presence of a quorum. For
purposes of determining the outcome of any matter as to which the proxies
reflect broker or nominee non-votes, shares represented by such proxies will be
treated as not present and not entitled to vote on that subject matter and
therefor would not be considered when counting votes cast on the matter (even
though those shares are considered entitled to vote for quorum purposes and may
be entitled to vote on other matters).
Prior to the Annual Meeting, the Company will select one or more inspectors
of election for the meeting. Such inspector(s) shall determine the number of
shares of Common Stock represented at the meeting, the existence of a quorum and
the validity and effect of proxies, and shall receive, count and tabulate
ballots and votes and determine the results thereof.
Mr. Michael C. Goldberg, the owner of 55.6 percent of the outstanding
Common Stock, has advised the Company that he intends to vote in favor of all
proposals set forth in the Proxy Statement.
SECURITY OWNERSHIP
The following table sets forth information with respect to the beneficial
ownership of the Common Stock as of the Record Date by (a) each person known by
the Company to be the beneficial owner of more than 5 percent of the outstanding
Common Stock, (b) each director and nominee for election as a director of the
2
<PAGE> 5
Company, (c) the Chief Executive Officer and the other five most highly
compensated executive officers of the Company and (d) all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(2)
----------------------
NAME AND ADDRESS OF BENEFICIAL OWNER(L) SHARES PERCENT
- --------------------------------------- --------- -------
<S> <C> <C>
Michael C. Goldberg......................................... 3,081,431(3) 55.6%
Michael S. Barish group..................................... 357,450(4) 6.5%
Douglas Kennedy............................................. 93,750(5) 1.7%
Richard Fleischman.......................................... 125,000(6) 2.3%
Kathleen Muro............................................... 70,000(7) 1.3%
Beverly Price............................................... 75,000(8) 1.4%
Edward Pick................................................. 43,500(9) 0.8%
Cesar L. Alvarez............................................ -- --
Cindy Goldberg.............................................. -- --
Albert J. Schiff............................................ -- --
Bruce I. Nierenberg......................................... -- --
All directors and executive officers as a group (11
persons).................................................. 3,522,056(10) 63.6%
</TABLE>
- ---------------
(l) Unless otherwise indicated, the address of each of the beneficial owners
identified is 2140 South Dixie Highway, Miami, Florida 33133.
(2) Unless otherwise indicated, each person or group has sole voting and
investment power with respect to all such shares.
(3) Includes 750,000 shares of Common Stock beneficially owned by Mr. Goldberg
as sole Trustee under a charitable remainder unitrust created in 1994 by
Mr. Goldberg and his wife, Cindy Goldberg. Mr. and Mrs. Goldberg are the
income beneficiaries of the trust.
(4) Based on the Schedule 13D dated February 24, 1995. Includes (i) an
aggregate of 244,500 shares of Common Stock owned by Michael Barish for
which he has sole voting and dispositive power; (ii) 75,000 shares of
Common Stock owned by Michael Barish either jointly with his spouse or as
custodian for his children; (iii) 9,000 shares of Common Stock owned by
Fred Klinghoffer, Trustee under will of Emanuel Klinghoffer, for which
voting power for such shares is shared by Michael Barish, Carl Barish and
Fred Klinghoffer and (iv) 28,950 shares held by clients of Cambiar
Investors Inc. for which Michael Barish shares voting and dispositive
power. Mr. Barish's address is c/o Cambiar Investors Inc., 8400 East
Prentice Avenue, Suite 460, Englewood, Colorado 80111.
(5) Represents 93,750 shares of Common Stock issuable upon exercise of options
exercisable within 60 days from the date of this Proxy.
(6) Represents 125,000 shares of Common Stock issuable upon exercise of options
exercisable within 60 days from the date of this Proxy.
(7) Represents 70,000 shares of Common Stock issuable upon exercise of options
exercisable within 60 days from the date of this Proxy.
(8) Represents 75,000 shares of Common Stock issuable upon exercise of options
exercisable within 60 days from the date of this Proxy.
(9) Represents 43,500 shares of Common Stock issuable upon exercise of options
exercisable within 60 days from the date of this Proxy.
(10) Includes 440,625 shares of Common Stock issuable upon exercise of options
exercisable within 60 days from the date of this Proxy.
3
<PAGE> 6
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's outstanding Common Stock, to file with the Securities and Exchange
Commission (the "SEC") initial reports of ownership and reports of changes in
ownership of Common Stock. Such persons are required by SEC regulation to
furnish the Company with copies of all such reports they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners have been
met.
ELECTION OF DIRECTORS
Six directors are to be elected at the Annual Meeting, with each director
to hold office until the next annual meeting of shareholders of the Company and
until such director's successor is duly elected and qualified. The Board of
Directors has no reason to believe that any nominee will refuse to act or be
unable to accept election; however, in the event that a nominee for a
directorship is unable to accept election or if any other unforeseen
contingencies should arise, it is intended that proxies will be voted for the
remaining nominees and for such other person as may be designated by the Board
of Directors, unless it is directed by a proxy to do otherwise. Absent contrary
instructions, proxies will be voted at the Annual Meeting for the election as
director of the following nominees, all of whom are presently serving as
directors of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION(S) HELD WITH THE COMPANY
- ---- --- ---------------------------------
<S> <C> <C>
Michael C. Goldberg.......................... 59 Chairman of the Board and President
Cindy Goldberg............................... 49 Secretary, Treasurer and Director
Douglas Kennedy.............................. 50 Executive Vice President and Director
Bruce I. Nierenberg.......................... 50 Director
Cesar L. Alvarez............................. 49 Director
Albert J. Schiff............................. 54 Director
</TABLE>
Mr. Goldberg, founder of the Company, has been the Chairman, Chief
Executive Officer and President of the Company since its formation in 1968. He
is an Associate of the Society of Actuaries and a member of the American Academy
of Actuaries.
Mrs. Goldberg has been a director and the Secretary and Treasurer of the
Company since 1968 and served as its Vice President -- Administration from its
formation until 1982. Mrs. Goldberg is the wife of Michael C. Goldberg.
Mr. Kennedy became the Executive Vice President and a director of the
Company in January 1986. Mr. Kennedy joined the Company in 1977, and prior to
January 1986 served as a Vice President. He is responsible for the electronic
data processing systems of the Company and the development of various present
and proposed products. Mr. Kennedy is a member of the American Academy of
Actuaries, an Enrolled Actuary and an Associate of the Society of Actuaries.
Mr. Nierenberg became a director of the Company in June 1983. He is
currently Executive Vice President of Norweigan Cruise Lines. From 1984 to 1991
he was Executive Vice President of Premier Cruise Lines located in Port
Canaveral, Florida. From 1992 to 1994 he was President and Chief Executive
Officer of
4
<PAGE> 7
Costa Cruise Lines and American Family Cruises. From 1995 to 1996 he was
President of Bruce Nierenberg & Associates, Consultants to the tourism industry.
Mr. Alvarez became a director of the Company in January 1986. Mr. Alvarez
has been President and Chief Executive Officer of Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A., a law firm in Miami, Florida, since February 1997
and a principal shareholder of such firm since January 1983. Mr. Alvarez served
as Executive Vice President of such firm from January 1996 until February 1997.
Mr. Alvarez also serves on the Board of Directors of CompuTrac, Inc. (computer
software), Dallas, Texas, Cosmo Communications Corporation (electronics
manufacturer), Miami, Florida, Texpack N.V. (paper cone manufacturer),
Netherlands Antilles and PHP Holdings, Inc. (an HMO holding company), Tampa,
Florida.
Mr. Schiff became a director of the Company in April 1992. Mr. Schiff
previously served as a director of the Company from June 1983 to January 1986.
Mr. Schiff has served as Chief Executive Officer and President of Insurance
Alliance, Inc., an employee benefit consulting firm located in Stamford,
Connecticut, since 1989. He was Senior Vice President and Member of the Board of
Trustees of Mutual Life Insurance Company of New York (MONY) from 1986 to 1989
and served as Chief Executive Officer and President of Albert J. Schiff
Associates, Inc., an employee benefit consulting firm located in Darien,
Connecticut, from 1968 to 1986. In 1985, he served as President Elect of the
Association of Advanced Life Underwriters (AALU).
DIRECTORS' FEES
Directors who are not employees of the Company receive an annual retainer
of $2,000, payable quarterly, and a $200 fee for each meeting attended.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during the past fiscal year. No
director attended less than 75 percent of the aggregate number of Board and
committee meetings that such director was obligated to attend, except Bruce I.
Nierenberg, who attended one of the Board meetings.
Messrs. Alvarez and Nierenberg are members of the Audit Committee and the
Stock Option Committee. Mr. Alvarez met with the Company's auditors once during
the past fiscal year. The duties and responsibilities of the Audit Committee
include (a) recommending to the full Board the appointment of the Company's
auditors and any termination of engagement, (b) reviewing the plan and scope of
audits, (c) reviewing the Company's significant accounting policies and internal
controls, and (d) having general responsibility for all related auditing
matters. The Stock Option Committee administers the Company's 1984 Non-Qualified
Stock Option Plan and 1994 Employee Stock Option Plan. The Stock Option
Committee met twice during the fiscal year ended November 30, 1996.
The Company does not have a Nominating Committee.
REPORT ON EXECUTIVE COMPENSATION
The Company does not have a Compensation Committee. Compensation of the
Company's executive officers is determined by its Board of Directors. The
Company has not entered into employment agreements with any of its executive
officers.
The Board of Directors' general philosophy with respect to the compensation
of the Company's executive officers is to offer competitive compensation
programs designed to attract and retain qualified executives, to
5
<PAGE> 8
motivate performance to achieve specific goals and to align the interests of
senior management with the long-term interests of the Company's shareholders.
In determining compensation, job level, individual performance and Company
performance are considered. More specifically, factors considered include the
Chief Executive Officer and President's recommendations, specific
accomplishments of the executive officers, the Company's historical and
projected performance, sales, earnings, financial condition and return on equity
and economic conditions. These factors and the ultimate determination of
compensation are subjective. The Company attempts to provide incentives to
retain qualified executive officers, but also believes that the compensation
paid to its executives is well within the range of compensation paid to
similarly situated executives at other companies in similar industries or at
companies having a similar market capitalization. Given the level of the
Company's executive officer compensation, the Board does not believe that it is
necessary to incur the expense of formal studies or market analyses.
The key components of the Company's executive compensation are base salary,
grants of stock options and at times, bonuses. Of all the components of
compensation, salary is most closely related to individual performance. Strong
emphasis is given to the Chief Executive Officer's recommendations, given his
experience with the Company since its origin and his day-to-day contact with the
other executive officers. Consideration is also given to the amount deemed
necessary to retain an executive officer's services. These considerations are
subjective and not subject to specific criteria. Company performance is also a
factor. Based on its experience with companies generally and in the Company's
industry, and without utilizing any formal market studies, the Board believes
that the salaries paid by the Company to its executive officers are moderate by
comparison to external standards. Where increases did occur, they were based on
specific efforts and the need to retain the officer. This analysis was also
subjective and not subject to specific criteria.
While the Company does not have a specific bonus plan for executive
compensation, bonuses are given at times based upon an individual executive
officer's performance. The amount of any bonus is subjectively determined based
upon an analysis of the executive's performance during the year. The Company did
not grant bonuses to any of the executive officers for fiscal year ended
November 30, 1996, except for one officer who received a bonus based upon a
formula relating to sales revenues.
The Company also attempts to provide incentives to its executive officers
to remain with the Company and to improve performance through the grant of stock
options. Options allow executive officers to share, to some extent, in
shareholders' return on equity. Typically, Company options vest 20% a year based
upon an employees' service with the Company. The determination of how many
options to grant to an executive officer depends, to varying degrees, on the
number of outstanding options held by the executive officer, his job level and
performance and Company performance. Given the foregoing factors, no executive
officers received options in the fiscal year ended November 30, 1996.
As a result of the foregoing factors, primarily the Company's performance
in 1996, the President and Chief Executive Officer's salary increased
approximately 5% in 1996 but he did not receive a bonus or new grants of
options. In determining to increase the President's compensation at its existing
level the Board took into consideration, in addition to the other factors
mentioned above, the time and effort being expended by the President, the
President's experience and expertise in handling the issues facing the Company
and the perceived progress towards enabling the Company to meet future goals.
6
<PAGE> 9
In December 1993, the Internal Revenue Service issued proposed regulations
concerning compliance with Sections 162(m) of the Internal Revenue Code of 1986,
as amended (the "code"). Section 162(m) generally disallows a public company's
deduction for compensation to any one of certain employees (primarily executive
officers) in excess of $1.0 million per year unless the compensation is pursuant
to a plan or performance goals approved by the public company's shareholders.
None of the Named Executive Officers presently receives, and the Compensation
Committee does not anticipate that such persons will receive, annual cash
compensation in excess of the $1.0 million cap provided in Section 162(m). The
Board presently intends to take any necessary steps to ensure compliance with
Section 162(m) of the code.
Michael C. Goldberg
Douglas Kennedy
Cindy Goldberg
Bruce I. Nierenberg
Cesar L. Alvarez
Albert J. Schiff
7
<PAGE> 10
PERFORMANCE GRAPH
The following graph shows the cumulative total shareholder return on the
Company's Common Stock over the last five fiscal years as compared to the total
returns of the NASDAQ Stock Market Index (US Companies) and the NASDAQ Computer
and Data Processing Stocks Index. Returns are based on the change in year-end to
year-end price and assume reinvested dividends. The graph assumes $100 was
invested on November 29, 1991 in the Company's Common Stock, the NASDAQ Stock
Market Index (US Companies) and the NASDAQ Computer and Data Processing Stocks
Index.(1)
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
FDP CORP.
<TABLE>
<CAPTION>
MEASUREMENT PERIOD FDP CORP. NASDAQ NASDAQ
(FISCAL YEAR COVERED) STOCK COMPUTER
MARKET (US AND DATA
COMPANIES) PROCESSING
STOCKS
<S> <C> <C> <C>
11/29/91 100.0 100.0 100.0
11/30/92 108.6 126.0 125.9
11/30/93 98.6 145.8 132.6
11/30/94 148.6 146.1 158.2
11/30/95 178.6 208.3 246.8
11/29/96 324.4 255.2 304.6
</TABLE>
NOTE:
A. The lines represent yearly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the fiscal year-end, is not a trading day, the preceding trading day is
used.
D. The index level for all series was set to $100.0 on 11/29/91.
(1) This Section is not "soliciting material", is not deemed "filed" with the
Commission and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933 or the Securities Exchange Act of
1934, whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing.
8
<PAGE> 11
EXECUTIVE COMPENSATION
TOTAL ANNUAL COMPENSATION
The following table sets forth certain information relating to the total
annual compensation paid or accrued by the Company and its subsidiaries during
each of the three most recent fiscal years to its Chief Executive Officer and to
each of the five most highly compensated executive officers (other than the
Chief Executive Officer) whose total annual compensation during the fiscal year
ended November 30, 1996 exceeded $100,000 (collectively, the "Named Executive
Officers"). The Company did not grant any stock options or stock appreciation
rights to any of the Named Executive Officers during fiscal year 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1)
----------------------------------------------------------
NAME AND FISCAL ALL OTHER OPTIONS
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(2) (#)
------------------ ------ -------- ------ --------------- -------
<S> <C> <C> <C> <C> <C>
Michael C. Goldberg 1996 $401,000 -- -- --
Chairman of the Board, 1995 $382,200 -- -- --
Chief Executive Officer 1994 $355,000 -- -- --
and President
Douglas Kennedy 1996 $175,000 -- $4,500 --
Executive Vice President 1995 $167,500 -- $4,500 30,000
1994 $160,000 -- $4,620 --
Richard Fleischman 1996 $150,000 -- $4,500 --
Vice President 1995 $145,000 -- $4,500 --
1994 $145,000 -- $4,350 55,500
Kathleen Muro 1996 $126,000 -- $3,750 --
Vice President 1995 $120,000 -- $3,750 --
1994 $110,000 $7,500 $3,600 37,500
Beverly Price 1996 $115,000 -- $3,450 --
Vice President 1995 $110,000 -- $3,571 11,250
1994 $105,000 $5,000 $3,300 41,250
Edward Pick 1996 $115,000 -- $3,450 --
Vice President 1995 $110,000 -- $2,906 --
1994 $105,000 -- $1,132 --
</TABLE>
- ---------------
(1) Does not include the value of certain benefits that may be personal in
nature, but that cannot be precisely ascertained. The Company believes that
the value of noncash benefits and compensation distributed to each of the
Named Executive Officers did not exceed the lesser of (i) $50,000 or (ii)
10% of the compensation reported in the table above for such individual.
(2) Represents Company funded profit sharing contributions for each named
executive.
9
<PAGE> 12
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The Company did not grant any stock options or restricted stock awards to
any of the Named Executive Officers during the fiscal year ended November 30,
1996.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth certain information concerning (i) the
exercise of stock options by the Named Executive Officers during the fiscal year
ended November 30, 1996 and (ii) unexercised stock options held by the Named
Executive Officers as of November 30, 1996.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED HELD AT NOVEMBER 30, 1996 HELD AT NOVEMBER 30, 1996
NAME AND ON VALUE --------------------------- ---------------------------
PRINCIPAL POSITION EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------ -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael C. Goldberg............ -- -- -- -- -- --
Chairman of the Board,
Chief Executive Officer
and President
Douglas Kennedy................ 41,250 $221,250 108,750 -- $497,188 --
Executive Vice President
Richard Fleischman............. 37,500 $247,500 75,000 -- $350,417 --
Vice President
Kathleen Muro.................. 7,500 $ 56,250 60,000 -- $278,250 --
Vice President
Beverly Price.................. -- -- 75,000 -- $340,938 --
Vice President
Edward Pick.................... 11,250 $ 61,750 46,500 $207,625
Vice President
</TABLE>
- ---------------
(1) Calculated on the basis of the average of the high ask and low bid
quotations for the Company's Common Stock as reported by NASDAQ on November
29, 1996, which was $7.42 per share.
BENEFIT PLANS
Profit Sharing Plan. The Company has in effect a Profit Sharing Plan for
all full-time employees who have been employed by the Company for more than 1
year and are at least 21 years of age. Contributions to the plan are at the
discretion of the Board of Directors. In 1984, the Company amended the Profit
Sharing Plan to include a cash or deferred plan (a 401(k) plan). The Profit
Sharing Plan provides for the Company to match employee elective contributions
in an amount of 50 percent of such contribution to a maximum of 3 percent of
annual employee compensation. Company contributions to the Profit Sharing Plan
were $325,000 in fiscal 1996. Michael and Cindy Goldberg are the Trustees of the
Profit Sharing Plan.
Stock Option Plans. The Company's Board of Directors and shareholders
approved the Company's 1984 Non-Qualified Stock Option Plan (the "1984 Plan") in
November 1983. A total of 650,000 shares of Common Stock have been reserved for
issuance pursuant to the 1984 Plan. As of November 1, 1993, the ten-year term of
the 1984 Plan expired and, accordingly, no additional grants of options may be
made under the
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1984 Plan. As of the Record Date, options to purchase 246,375 shares of Common
Stock were outstanding under the 1984 Plan at exercise prices ranging from $2.50
to $3.08 and expiring on May 22, 1997 through March 18, 2003.
The Company's Board of Directors approved the Company's 1994 Employee Stock
Option Plan (the "1994 Plan") in April 1994. The 1994 Plan was approved by the
Company's shareholders at the 1995 Annual Meeting of Shareholders. Effective
January 2, 1997, Mr. Michael C. Goldberg, the record and beneficial owner of
approximately 55.6% of the outstanding shares of Common Stock, voted all such
shares in favor of an increase to 920,868 in the number of shares of Common
Stock reserved for issuance pursuant to the 1994 Plan, which vote was sufficient
to approve the increase. As of the Record Date, options to purchase 804,400
shares of Common Stock were outstanding under the 1994 Plan at exercise prices
ranging from $2.83 to $7.75 and expiring on April 18, 1999 through January 6,
2000.
LONG-TERM COMPENSATION AWARDS
No long-term compensation awards were made to the executive officers named
in the "Summary Compensation Table" during fiscal year 1996.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Beginning as of October 1, 1984 the Company rented approximately 30,100
square feet of office space in Miami, Florida for a 5-year term from a
partnership (the "Partnership"), of which Michael Goldberg, the principal
shareholder of the Company, its Chairman of the Board, Chief Executive Officer
and President, is the general partner and Cindy Goldberg, the Company's
Secretary and Treasurer and a director, is the limited partner. This lease was
amended December 1, 1986 to provide for its expiration on December 1, 1989 with
an option to renew for 5 years, which was exercised. Under this lease amendment,
the Company rented additional space in an adjacent building of approximately
5,300 square feet, which increased the rent during fiscal year 1993 by $95,000
to $635,000 plus taxes, insurance and other expenses. On December 1, 1994 a new
lease was executed for 5 years which provides for an annual base rental of
$770,000 with annual increases based on the consumer price index plus taxes,
insurance and certain operating expenses. On July 1, 1995, the Company executed
a rider to the current lease for an additional 9,200 square feet of office space
located in Miami, Florida in close proximity to the Company's headquarters. The
additional space is rented for an annual base rental of approximately $200,000.
The Company has the option to renew this lease, upon expiration, for another 5
years under the same terms and conditions.
Cesar L. Alvarez, a director of the Company, is a principal shareholder,
President, Chief Executive Officer and a director of Greenberg, Traurig,
Hoffman, Lipoff, Rosen & Quentel, P.A., a law firm that has from time-to-time
provided legal services to the Company.
RATIFICATION OF SELECTION OF THE COMPANY'S AUDITOR
The firm of KPMG Peat Marwick LLP, an international accounting firm of
independent certified public accountants, has served as the auditor of the
Company's annual financial statements since 1983. Although the appointment of
KPMG Peat Marwick LLP as the independent auditor of the Company does not require
ratification by the Company's shareholders, the Board of Directors considers it
appropriate to obtain such ratification. Accordingly, the vote of the Company's
shareholders on this matter is advisory in nature and has
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no effect upon the Board of Directors' appointment of an independent auditor,
and the Board of Directors may change the Company's auditor at any time.
If shareholders do not ratify the selection of KPMG Peat Marwick LLP by the
affirmative vote of the holders of a majority of votes cast by the shares
represented in person or by proxy at the Annual Meeting, the Audit Committee
will investigate the reason for shareholder rejection and the Board will
reconsider the appointment.
Representatives of KPMG Peat Marwick LLP are expected to attend the Annual
Meeting, to make a statement if they desire to do so and to be available to
respond to appropriate questions from shareholders at that time.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF KPMG PEAT MARWICK LLP AS THE COMPANY'S AUDITOR.
GENERAL INFORMATION
OTHER MATTERS. The Board does not intend to present any matter for action
at this meeting other than the matters described in this Proxy statement. If any
other matters properly come before the Annual Meeting, it is intended that the
holders of the proxies hereby solicited will act in respect to such matters in
accordance with their best judgment.
DEADLINE FOR SHAREHOLDER PROPOSALS. Proposals by holders of the Company's
Common Stock which are intended to be presented at the next annual meeting of
shareholders must be received by the Company for inclusion in the Company's next
proxy statement and form of proxy relating to that meeting no later than
November 14, 1997. Such proposals must also comply in full with requirements in
Rule 14a-8 promulgated under the Securities Exchange Act of 1934.
By Order of the Board of Directors,
/s/ Cindy Goldberg
CINDY GOLDBERG,
Secretary
Miami, Florida
March 14, 1997
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APPENDIX A
FDP CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned, a shareholder of FDP CORP., a Florida corporation (the
"Company"), hereby appoints MICHAEL C. GOLDBERG and DOUGLAS KENNEDY, and each
of them, as proxies for the undersigned, each with full power of substitution,
for and in the name of the undersigned to act for the undersigned and to vote,
as designated on the reverse side, all of the shares of stock of the Company
that the undersigned is entitled to vote at the 1997 Annual Meeting of
Shareholders of the Company, to be held on Tuesday, April 15, 1997, at
10:00 a.m., local time, at the Grand Bay Hotel, 2669 South Bayshore Dr.,
Coconut Grove, Florida, and at any adjournments thereof.
(SIGNATURE ON REVERSE SIDE REQUIRED)
A /X/ Please mark your
votes as in this
example.
<TABLE>
<CAPTION>
VOTE FOR all nominees VOTE THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
listed at right, except vote WITHHELD DIRECTORS AND PROPOSAL TO RATIFY THE REAPPOINTMENT OF KPMG PEAT MARWICK LLP.
withheld from the following from all
nominees (if any): nominees.
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
(1) ELECTION NOMINEES: Cesar L. Alvarez (2) PROPOSAL TO RATIFY THE REAPPOINTMENT / / / / / /
OF / / / / Michael C. Goldberg OF KPMG PEAT MARWICK LLP as the
DIRECTORS Cindy Goldberg Company's independent certified public
Douglas Kennedy accountants for the 1997 fiscal year.
(Instruction: To withhold the authority Bruce I. Nierenberg
to vote for any individual nominee, Albert J. Schiff (3) Upon such other matters as may properly come before the
write that nominee's name in the space Annual Meeting and any adjournments thereof. In their
provided below). discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual
Meeting, and any adjournments thereof.
- ------------------------------------------- PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
IN THE ENCLOSED ENVELOPE.
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned shareholder.
If no direction is made, this proxy will be voted "for"
all of the proposals.
The undersigned hereby acknowledges receipt of (1) the Notice
of Annual Meeting for the 1997 Annual Meeting of Shareholders
and (2) the Proxy Statement.
SIGNATURE _________________________ DATE ____________ __________________________________________ DATE _____________________
(Signature if held jointly)
IMPORTANT: Please sign exactly as your name appears hereon and mail it promptly even though you now plan to attend the meeting.
When shares held by joint tenants, both should sign. When signing as attorney, 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.
</TABLE>
