<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
JMC GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
JMC GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] 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:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF JMC GROUP]
J M C G R O U P , I N C .
9710 SCRANTON ROAD, SUITE 100, SAN DIEGO, CA 92121
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 7, 1996
To the Stockholders of JMC Group, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of JMC Group, Inc., a Delaware corporation (the "Company"), will be
held at the Sheraton Grande Torrey Pines, 10950 North Torrey Pines Road, La
Jolla, California 92037, on Monday, October 7, 1996 at 2:00 p.m., Pacific
Daylight Savings Time, for the following purposes:
1. To elect three Directors of the Company to serve for three years or until
their successors shall be duly appointed or elected; and
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment(s) or postponement(s) thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on August 28, 1996
will be entitled to notice of, and to vote at, the Annual Meeting and at any
adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you plan to attend in person, to assure your
representation at the Annual Meeting, you are urged to mark, sign, date, and
return the enclosed Proxy as promptly as possible in the postage-prepaid
envelope provided for that purpose. Any stockholder attending the meeting may
vote in person even if such stockholder returned a completed Proxy.
Requests for additional copies of proxy materials and other information
should be addressed to Investor Relations at the executive offices of the
Company, 9710 Scranton Road, Suite 100, San Diego, California 92121.
By Order of the Board of Directors of
JMC Group, Inc.
/s/ James K. Mitchell
James K. Mitchell
Chairman & Chief Executive Officer
San Diego, California
September 9, 1996
--------------------
<PAGE>
[LOGO OF JMC GROUP]
J M C G R O U P , I N C .
--------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 7, 1996
--------------------
GENERAL
The enclosed Proxy is solicited by the Board of Directors on behalf of JMC
Group, Inc., a Delaware corporation (the "Company"), for use at the Annual
Meeting of Stockholders (the "Annual Meeting") to be held on October 7, 1996 at
2:00 p.m., Pacific Time, or at any adjournment(s) or postponement(s) thereof,
for the purposes set forth herein and in the accompanying Notice of Annual
Meeting of Stockholders. The Annual Meeting will be held at the Sheraton Grande
Torrey Pines, 10950 North Torrey Pines Road, La Jolla, California 92037.
The Company's principal executive offices are located at 9710 Scranton
Road, Suite 100, San Diego, California 92121, and the Company's telephone number
is (619) 450-0055. These proxy solicitation materials were first mailed on or
about September 9, 1996 to all stockholders entitled to vote at the Annual
Meeting.
INFORMATION CONCERNING VOTING, SOLICITATION AND PROXIES
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on August 28, 1996 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting. On
the Record Date, the Company had issued and outstanding approximately 6,218,898
shares of common stock, $0.01 par value (the "Common Stock"), and no shares of
preferred stock.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock
held by him.
Shares of Common Stock represented by properly executed proxies will,
unless such proxies have been previously revoked, be voted in accordance with
the instructions indicated thereon. In the absence of specific instructions to
the contrary, properly executed proxies will be voted FOR the election of each
person nominated by the Board of Directors for election as a Director. The
effect of an abstention or a broker nonvote on a proposal is the same as that of
a vote against such proposal. No business other than that set forth in the
accompanying Notice of Annual Meeting of Stockholders is expected to come before
the Annual Meeting. Should any other matter requiring a vote of stockholders
properly arise, the persons named in the enclosed form of proxy (the "Proxy
Holders") will have discretionary authority to vote such proxy in accordance
with their best judgment on such matter.
Directors are elected by a plurality vote.
The cost of this proxy solicitation will be paid by the Company. The
Company will reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding soliciting materials to such
beneficial owners. Proxies may be solicited by certain of the Company's
Directors, officers, and regular employees, without additional compensation,
personally or by telephone or telegram.
1
<PAGE>
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person. Attending the Annual Meeting
in and of itself will not constitute a revocation of a proxy.
DEADLINES FOR RECEIPT OF STOCKHOLDER NOMINATIONS, PROPOSALS AND PROPOSALS FOR
INCLUSION IN THE PROXY STATEMENT FOR THE 1996 ANNUAL MEETING
Section 2.5 of the Company's Bylaws provides that nominations may be made
by the Board of Directors or by any stockholder entitled to vote in the election
of Directors generally, provided that all stockholders intending to nominate
Director candidates for election must deliver written notice thereof to the
Secretary of the Company, which notice must be received not less than sixty nor
more than ninety days prior to the meeting or, if less than seventy days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, within ten days after the date on which notice of such meeting is
first given to stockholders. Such notice must set forth certain information
concerning such stockholder and his or her nominee(s), including their names and
addresses, such other information as would be required to be in the proxy
statement soliciting proxies for the election of the nominees of such
stockholder and the consent of each nominee to serve as a Director of the
Company if so elected. The chairman of the Annual Meeting will refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
The Company's Bylaws also require that stockholders give advance notice and
follow certain other procedures with regard to business they wish to bring
before an annual meeting of stockholders. Section 2.6 of the Company's Bylaws
provides that all stockholders intending to bring business before the meeting
deliver written notice thereof to the Secretary of the Company in the same
manner and within the same periods as required for stockholder nominees for the
Board of Directors, as described in the preceding paragraph. Such notice shall
set forth certain information concerning such stockholder and the proposed
business, including any material interest of the stockholder in such business.
The chairman of the Annual Meeting will refuse to permit business to be brought
before the Annual Meeting if notice is not given in compliance with the
foregoing procedure.
The Company intends to hold its next Annual Meeting of Stockholders on or
about May 12, 1997. Stockholders seeking to include a proposal in the Proxy
Statement for the Company's 1997 Annual Meeting must ensure that such proposal
is received at the executive offices of the Company on or before March 14, 1997.
Inclusion of any such proposal is subject to certain other requirements.
2
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth names and certain other information
concerning the Company's Directors and executive officers, as of August 28,
1996:
<TABLE>
<CAPTION>
TERM OF
-------
OFFICE AS
---------
DIRECTOR
--------
NAME AGE POSITION EXPIRES
- ---- --- ---------------------------------- -------
<S> <C> <C> <C>
James K. Mitchell..... 58 Chairman, Chief Executive 1998
Officer and Director
Brian J. Finneran..... 52 President, Chief Operating Officer 1998
and Director
D. Mark Carlson....... 36 Senior Vice President, --
Chief Financial Officer
William L. Webster.... 49 Senior Vice President, --
Chief Administrative Officer
Edward J. Baran....... 60 Director 1997
Barton Beek........... 72 Director 1996
Charles H. Black...... 69 Director 1997
Robert A. Cervoni..... 43 Director 1996
Herbert G. Kawahara... 67 Director 1996
Robert G. Sharp....... 61 Director 1998
Donald A. Weeden...... 66 Director 1997
</TABLE>
Information with respect to the principal occupation during the past five
years of each nominee, each current Director and each executive officer is set
forth below. There are no family relationships among Directors or executive
officers of the Company.
James K. Mitchell became a Director in October 1988 and became Chairman and
Chief Executive Officer of the Company on January 1, 1993. Mr. Mitchell is the
founder of the Company's principal subsidiary, James Mitchell & Co. In 1973, Mr.
Mitchell was a founding officer of Security First Group (now The Holden Group),
a financial services firm which pioneered the concept of marketing insurance and
annuity products through stock brokerage firms. Before joining that firm, Mr.
Mitchell served as Vice President of Marketing for the Variable Annuity Life
Insurance Company of Houston, Texas. He attended Portland State University and
is a registered Principal with the National Association of Securities Dealers,
Inc. (the "NASD").
Brian J. Finneran became President and Chief Operating Officer and a
Director of the Company on January 10, 1994. From May 1, 1993 to January 9,
1994, he served as Executive Vice President of the Company, with responsibility
for sales and marketing. Mr. Finneran joined James Mitchell & Co. in 1984. Prior
to that time, Mr. Finneran was an officer of Security First Group. He also held
marketing and management positions with Allstate Insurance Company and Investors
Diversified Services (IDS). Mr. Finneran received undergraduate and graduate
degrees from Fairfield University and is a registered Principal with the NASD.
D. Mark Carlson became Senior Vice President of the Company on January 10,
1994. Mr. Carlson joined James Mitchell & Co. in 1990 as Assistant Vice
President--Accounting and became Chief Financial Officer of James Mitchell & Co.
in January 1991. He became Vice President and Chief Financial Officer of the
Company on May 1, 1993. Prior to joining James Mitchell & Co., Mr. Carlson was
an audit manager with Steres, Alpert & Carne, a San Diego-based accounting firm,
which he joined in 1988 after serving as an audit supervisor with the accounting
firm of Arthur Young & Company. Mr. Carlson is a graduate of California Lutheran
University, is a certified public accountant and is a registered Financial and
Operations Principal with the NASD.
3
<PAGE>
William L. Webster became Senior Vice President and Chief Administrative
Officer of the Company on January 10, 1994. Mr. Webster joined James Mitchell &
Co. in June 1993 as Vice President of Operations. Prior to that time, he was
Vice President of New Business Administration and Vice President of Information
Systems for The Holden Group. In such capacities, Mr. Webster was responsible
for the administration of the company's annuity sales business which consisted
of over 250,000 accounts representing approximately $4 billion in assets. Prior
to joining The Holden Group, Mr. Webster was an Administrative Services Manager
with Arthur Andersen & Co. Mr. Webster received his undergraduate degrees from
Lehigh University.
Edward J. Baran became a Director in August 1992. Mr. Baran, who has spent
more than thirty years in the insurance business, is currently Chairman and
Chief Executive Officer of BCS Financial Corporation, a financial services
holding company. Prior to joining BCS in November 1987, Mr. Baran was Vice
Chairman, President and Chief Executive Officer of Capitol Life Insurance
Company of Denver, Colorado. He is a graduate of Georgetown University and a
member of the Compensation Committee of the Board of Directors.
Barton Beek became a Director in January 1984. Mr. Beek is a senior partner
of O'Melveny & Myers, a law firm which he joined in 1955, with offices
worldwide. Mr. Beek is a graduate of the California Institute of Technology, the
Stanford University Graduate School of Business and Loyola College of Law. Mr.
Beek is a director of Wynns International, Inc. He is a member of the
Compensation Committee of the Board of Directors.
Charles H. Black became a Director in June, 1993. Mr. Black is currently a
private investor, having most recently served as Vice Chairman of Pertron
Controls Corporation. From 1982 to 1985, Mr. Black served as Executive Vice
President, Director and Chief Financial Officer of Kaiser Steel Corporation. He
served as Executive Vice President and Chief Financial Officer of Great Western
Financial Corporation and Great Western Savings and Loan from 1980 to 1982 after
having spent over 20 years in various financial and management positions with
Litton Industries, Inc., the most recent being Corporate Vice President and
Treasurer. Mr. Black is a member of the Board of Governors of the Pacific Stock
Exchange and serves as a director of Investment Company of America, AMCAP Fund,
Inc., Fundamental Investors, Inc., American Variable Insurance Trust, and The
Global Swap Fund, all mutual funds. He also serves as a director of Wilshire
Technologies, Inc., in addition to several privately-held corporations. Mr.
Black is a graduate of the University of Southern California. He is a member of
the Audit Committee of the Board of Directors.
Robert A. Cervoni became a Director in June 1987. Mr. Cervoni is the
Managing Director of Finance and Compliance of Weeden & Co., L.P., a New York
Stock Exchange member firm. Weeden & Co., L.P. makes a market in the Company's
Common Stock on the NASDAQ National Market System. Mr. Cervoni served as
Treasurer and Chief Financial Officer of the Company and its subsidiaries until
July 1989. Prior to joining the Company, Mr. Cervoni was Controller of Trading
Company of the West. Before joining Trading Company of the West in April 1982,
Mr. Cervoni was audit manager with the public accounting firm of Spicer &
Oppenheim, formerly Oppenheim, Appel, Dixon & Co., where he specialized in
auditing securities brokerage firms and financial institutions. Mr. Cervoni is a
certified public accountant and an allied member of and a Registered Financial
Principal and Registered Compliance Officer with the New York Stock Exchange.
Mr. Cervoni is Chairman of the Audit Committee of the Board of Directors.
Herbert G. Kawahara became a Director in June 1989. Mr. Kawahara is the
former President of the Pacific Stock Exchange, having served in that capacity
from January 1988 to May 1989. Previously, Mr. Kawahara had a 29-year career
with E.F. Hutton and Company Inc., starting as trainee in 1958 and filling
various positions in the retail system. From 1982 to 1987, he served as an
Executive Vice President and was the firm's top executive in Southern
California. Mr. Kawahara was also a member of the Board of Directors of E.F.
Hutton and Company, Inc. from 1982 to 1987. He is a graduate of the University
of California at Los Angeles. Mr. Kawahara is Chairman of the Compensation
Committee of the Board of Directors.
Robert G. Sharp became a Director in May 1995. Mr. Sharp retired from his
position as President and Chief Executive Officer of Keyport Life Insurance
Company in February 1992 after having served in that position since 1979. Mr.
Sharp is the past chairman of the National Association for Variable Annuities
and a former director of the National Association of Life Companies. Mr. Sharp
is a graduate of the California State University at Sacramento and is a
registered Principal with the NASD.
Donald E. Weeden became a Director in February 1987. Since January 1986,
Mr. Weeden has been the Chief Executive Officer of Weeden & Co., L.P. Weeden &
Co., L.P. makes a market in the Company's Common Stock on the NASDAQ National
Market System. Prior to that time, he was Vice President of Moseley, Hallgarten,
Estabrook & Weeden Inc. Mr. Weeden is a director of National Semiconductor, Inc.
Mr. Weeden is a member of the Compensation Committee of the Board of Directors.
4
<PAGE>
BOARD MEETINGS AND COMMITTEES
The business affairs of the Company are managed by or under the direction
of the Board of Directors, although it is not involved in day-to-day operations.
During the year ended December 31, 1995, the Board of Directors met five times.
The Board of Directors of the Company has standing Audit, Compensation,
Nominating and Special Committees.
Audit Committee. The Audit Committee recommends to the Board of Directors
the appointment of the firm selected to be independent public accountants for
the Company and monitors and evaluates the performance of such firm; reviews and
approves the scope of the annual audit and evaluates with the independent public
accountants the Company's annual audit and annual consolidated financial
statements; reviews the Company's financial reporting policies and practices;
reviews with management the status of internal audit and control procedures,
adequacies of financial staff and other matters and makes such recommendations
to the Board of Directors as may be appropriate; evaluates problem areas having
a potential financial impact on the Company which may be brought to its
attention by management, the independent public accountants or the Board of
Directors; and reviews all public financial reporting documents of the Company.
The current members of the Audit Committee are Messrs. Cervoni, Black and Sharp.
Mr. Cervoni is the Chairman. The Audit Committee held four meetings during
fiscal 1995.
Compensation Committee. The Compensation Committee reviews and makes
recommendations to the full Board of Directors with respect to the specific
compensation to be paid or provided to executive officers and also administers
the Company's 1993 Executive Stock Option Plan. The current members of the
Compensation Committee are Messrs. Baran, Beek, Kawahara and Weeden. Mr.
Kawahara is the Chairman. The Compensation Committee held three meetings during
fiscal 1995.
Nominating Committee. The Nominating Committee recommends and nominates
those who will stand for election or reelection during the Annual Meeting of
Shareholders. The current members of the Nominating Committee are Messrs. Sharp,
Beek and Black. The Nominating Committee did not hold any meetings during fiscal
1995.
Special Committee. The Special Committee was created by the Board of
Directors on July 24, 1995 to assist the management and the Board in considering
strategic alternatives open to the Company. The current members of the Special
Committee are Messrs. Sharp, Beek and Black. The Special Committee held three
meetings during fiscal 1995.
During the fiscal year ended December 31, 1995, each of the Directors of
the Company attended at least 75% of the aggregate of (1) the total number of
meetings of the Board of Directors and (2) the total number of meetings of the
committee(s) of the Board on which he served during the period he served in such
capacities with the exception of Mr. Weeden who attended 62.5% of the total
number of such meetings.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's Chief
Executive Officer and the four highest paid executive officers of the Company
(the "named executive officers"):
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------ ALL OTHER
SECURITIES ---------
ANNUAL COMPENSATION (1) UNDERLYING COMPENSATION
----------------------- OPTIONS/ ------------
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(2) SARS(#)(3) ($)
--------------------------- ---- ---------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
James K. Mitchell, Chairman and 1995 248,664 -- -- 9,449
Chief Executive Officer(4) 1994 280,500 42,075 75,000 8,740
1993 275,000 267,027 -- 8,617
Brian J. Finneran, 1995 217,692 -- -- 8,542
President and 1994 240,000 36,000 30,000 7,970
Chief Operating Officer(5) 1993 306,450 106,171 30,000 7,847
D. Mark Carlson, 1995 127,699 -- 20,000 3,600(6)
Senior Vice President and 1994 130,000 19,500 15,000 3,600(6)
Chief Financial Officer 1993 101,100 45,179 15,000 3,547(6)
William L. Webster, 1995 112,880 -- 20,000 3,694(6)
Senior Vice President and 1994 117,589 17,250 10,000 1,779(6)
Chief Administrative Officer 1993 -- -- -- --
G. Richard Sippel, 1995 133,526 -- 20,000 4,177
Senior Vice President and 1994 134,486 16,500 15,000 4,175
Chief Marketing Officer(7) 1993 -- -- -- --
</TABLE>
(1) Disclosure of compensation for fiscal 1993 is not required for Messrs.
Sippel and Webster, who were not executive officers of the Company at any
time during 1993. Mr. Sippel's position as an executive officer was
eliminated in February 1996.
(2) Reflects bonuses earned for the respective fiscal year, which in some
instances all or a portion of which was paid during the subsequent fiscal
year.
(3) The Company does not have any outstanding Stock Appreciation Rights
("SARs").
(4) Amounts reported for Mr. Mitchell in the "All Other Compensation" column
include $4,620, $4,620, and $4,497, respectively, for 1995, 1994 and 1993,
representing the Company's contributions to its 401(k) Savings Plan on his
behalf and $4,829 for 1995 and $4,120 for 1994 and 1993, representing life
insurance premiums advanced by the Company pursuant to a split dollar
insurance agreement.
(5) Salary amount for 1993 includes commission overrides of $171,650. Amounts
reported for Mr. Finneran in the "All Other Compensation" column include
$4,620, $4,620 and $4,497 representing the Company's contributions to its
401(k) Savings Plan on his behalf for 1995, 1994 and 1993, respectively,
and $3,922 for 1995, and $3,350 for 1994 and 1993 representing life
insurance premiums advanced by the Company pursuant to a split dollar
insurance agreement.
(6) Represents the Company's contributions to its 401(k) Savings Plan on behalf
of the named executive officer.
(7) Salary amount includes commission overrides of $25,506 for 1995 and $24,486
for 1994. Amounts reported for Mr. Sippel in the "All Other Compensation"
column represent the Company's contribution to its 401(k) Savings Plan on
his behalf.
6
<PAGE>
OPTION GRANTS
The following table provides information related to grants of options to
purchase Common Stock to the named executive officers during the 1995 fiscal
year:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------------------
PERCENT OF TOTAL POTENTIAL REALIZABLE
---------------- --------------------
NUMBER OF OPTIONS/SARS VALUE AT ASSUMED
--------- ------------ ----------------
SECURITIES GRANTED TO ALL ANNUAL RATE OF
---------- -------------- --------------
UNDERLYING EMPLOYEES EXERCISE PRICE STOCK PRICE
---------- --------- -------------- -----------
OPTIONS/SARS DURING FISCAL OR BASE PRICE APPRECIATION FOR
------------ ------------- ------------- ----------------
NAME GRANTED(1) YEAR(1) ($/SH) EXPIRATION DATE OPTION TERM(2)
- --------------------- ---------- ------- ------ --------------- --------------
5%($) 10%($)
------ ------
<S> <C> <C> <C> <C> <C> <C>
D. Mark Carlson 20,000 13.7% $1.00 6/15/00 12,578 31,875
William L. Webster 20,000 13.7% $1.00 6/15/00 12,578 31,875
G. Richard Sippel 20,000 13.7% $1.00 n/a 12,578 31,875
</TABLE>
(1) The Company does not have any outstanding SARs. Each of the options shown
vested in two equal installments on December 31, 1995 and June 14, 1996.
Mr. Sippel exercised 10,000 shares of his options on April 1, 1996. The
remainder of Mr. Sippel's options were canceled 90 days after his
termination, pursuant to the rules of the 1993 Executive Stock Option Plan.
(2) The 5% and 10% assumed rates of appreciation are mandated by rules of the
Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future Common Stock price. The potential
realizable value was calculated using the closing price of the Common Stock
on June 14, 1995, the date of grant, of $1.00 per share. The exercise price
was also determined by using the closing price of the Common Stock on that
date.
OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table provides information related to options exercised by
the named executive officers during the 1995 fiscal year and the number and
value of options held at fiscal year-end.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
--------------------
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
---------------------- --------------------
OPTIONS/SARS AT FY- IN-THE-MONEY OPTIONS/
------------------- ---------------------
SHARES ACQUIRED VALUE END(#)(1) SARS AT FY-END($)(1)(2)
--------------- ----- --------- -----------------------
NAME ON EXERCISE (#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James K. Mitchell 0 0 25,000 50,000 0 0
Brian J. Finneran 0 0 30,000 30,000 0 0
D. Mark Carlson 0 0 20,000 30,000 0 0
William L. Webster 0 0 13,334 16,666 0 0
G. Richard Sippel 0 0 15,000 20,000 0 0
</TABLE>
(1) The Company does not have any outstanding SARs.
(2) The closing price for the Common Stock on December 29, 1995, as reported by
the NASDAQ National Market System, was $0.906. All of the named executive
officers' outstanding options were exercisable for a price greater than
$0.906 at fiscal year end.
COMPENSATION OF DIRECTORS
The members of the Board of Directors who are not full-time employees of
the Company are entitled to receive reimbursement for out-of-pocket expenses
they incur in attending Board meetings and otherwise performing their duties and
receive fees of $1,000 for each meeting of the Board of Directors which they
attend. Members of committees additionally receive $500 per committee meeting
held on the same day as a Board of Directors' meeting, or $1,000 per committee
meeting if held on a different day. Committee chairpersons receive an additional
$500 per committee meeting. Non-employee Directors receive formula grants of
non-qualified stock options under the Company's 1993 Executive Stock Option
Plan. Options to acquire 12,000 shares of Common Stock are to be granted within
six months after an individual takes office as a Director and options to acquire
an additional 12,000 shares are to be granted within six months after every
third anniversary of such Director's taking office. Officers of the Company are
not compensated for their services as Directors or committee members.
7
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Board of Directors served as
an officer or employee of the Company or its subsidiaries. No executive officers
of the Company served during fiscal 1995 on the board of directors of any
company which had a representative on the Company's Board of Directors. No
member of the Company's Board of Directors served during 1995 as an executive
officer of a company whose board of directors had a representative from the
Company or the Company's Board of Directors.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's Compensation Committee (the Committee) is composed entirely
of independent members of the Board of Directors. During fiscal year 1995, this
Committee met three times, February 13, April 18 and June 6, 1995. The Committee
recommends executive compensation policy and practice to the Board of Directors
and administers the Company's 1993 Executive Stock Option Plan. The Board of
Directors did not modify or reject in any material way any action or
recommendation of the Committee during fiscal year 1995.
The Committee's compensation policy with regards to the Company's executive
officers has been to provide these officers, in aggregate, with salary and
incentive compensation competitive with the marketplace. Compensation has
primarily consisted of salaries, stock options and cash bonuses based upon the
Company's pre-tax earnings. No executive is currently a party to an employment
contract. For the first three months of 1995 the salary of the Chief Executive
Officer remained fixed at $284,427 by a past employment agreement which expired
on January 1, 1996, but from April 1, he voluntarily reduced his salary by 20%
to an annual rate of $225,000. The President similarly reduced his salary by
20%.
The Committee at its February 6, 1996 meeting considered the reporting
operating results for 1995 and recognized that when the net gain on sale of
rights to certain future asset fee revenue were not included, there was a net
operating loss for that year. Therefore, although the Committee felt that
management during the year had acted appropriately in attempting to maintain
revenues and reducing costs in a very difficult industry environment, it decided
not to award any cash bonuses to the Chief Executive Officer or the other
executive officers. However, the committee did reinstate the salaries of the
Chief Executive Officer as well as the President to the annual salary rates
earned prior to the 1995 salary reductions as of February 1, 1996.
While there is no established policy with respect to the frequency or
amount of options grants, the Committee desires that the executive officers own
Company stock to both provide incentive compensation based on performance
factors deemed important to the Company's stockholders and to provide an element
of downside risk to more closely align the interests of executives with the
interests of the stockholders. The Committee considers the granting of stock
options annually and, in reviewing the Chief Executive Officer's recommendation,
considers the individual executive officer's contributions to the Company and
the amount and terms of existing options. The grants of options made by the
Committee on June 6, 1995 covering approximately 80,000 shares at an average
exercise price of $1.00 were based solely upon the recommendations of the Chief
Executive Officer who desired to continue to provide key executives with stock
options to encourage retention in light of a reduction in their salaries from
mid year and to reinforce the objectives of the Committee as articulated above.
The options granted were to four executives other than the Chief Executive
Officer and President and represented less than two percent of the outstanding
Common Stock.
As noted above, Mr. Mitchell's compensation as Chairman and Chief Executive
Officer of the Company was governed by the terms of a written Employment
Agreement for the first three months of 1995. Mr. Mitchell, who became Chief
Executive Officer of the Company effective January 1, 1993, received a total of
$248,664 in salary for fiscal 1995. This compares to a $280,500 salary and a
$42,075 bonus for a total of $322,575, exclusive of standard benefits in 1994.
This also compares to $275,000 salary and $267,027 bonus for a total of $542,027
in 1993. At the close of 1995, Mr. Mitchell was the largest stockholder of the
Company with a total of 703,607 shares.
The report of the Committee shall not be deemed incorporated by reference
by any general statement incorporating by reference this Proxy Statement into
filing under the Securities Act of 1993 or under the Securities Exchange Act of
1934, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
Herbert G. Kawahara, Chairman of the Compensation Committee
Edward J. Baran
Barton Beek
Donald E. Weeden
8
<PAGE>
PERFORMANCE GRAPH
The following chart compares the yearly percentage change in the cumulative
total stockholder return on the Common Stock during the five fiscal years ended
December 31, 1995 with the cumulative total return on the S&P 500 Index and the
NASDAC Financial Stock Industry Index.
<TABLE>
<CAPTION>
ASSUMES $100 INVESTED IN JNCG, S&P 500, AND MASDQ AS OF 12/31/88
INDEX $100 INVESTED
NASDAQ: NASDAQ FACTOR VALUE %INCREASE
------ ------ ------------- ---------
<S> <C> <C> <C> <C>
12/31/90 96.641 N/A 100
12/31/91 149.54 1.55 154.74
12/31/92 213.884 1.43 221.32
12/31/93 248.587 1.16 257.23
12/31/94 249.168 1.00 257.83
12/31/95 363.023 1.46 375.64
<CAPTION>
% $100 INVESTED
S&P 500: S&P 500 INC/(DEC) VALUE
------ --------- -------------
<S> <C> <C> <C>
12/31/90 N/A 100
12/31/91 30.55% 130.55
12/31/92 7.67% 140.56
12/31/93 9.99% 154.61
12/31/94 1.20% 156.46
12/31/95 37.60% 215.29
<CAPTION>
# OF SHARES CLOSING
JMCG $100 INITIAL MARKET VALUE
JMCG STOCK PERFORMANCE: CLOSE MV/SHR INVESTMENT $100 INITIAL
------------ ------------ ------------
<S> <C> <C> <C>
12/31/90 3 33.33 100
12/31/91 3.375 33.33 113
12/31/92 6.25 33.33 208
12/31/93 8.375 33.33 279
12/31/94 1.563 33.33 52
12/31/95 0.906 33.33 30
</TABLE>
The foregoing information shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
9
<PAGE>
SECURITY OWNERSHIP
Unless otherwise noted below, the following table presents certain
information with respect to the ownership of the Common Stock as of August 28,
1996 by each person known by the Company to own beneficially more than 5% of the
Common Stock, by each person who is a Director or nominee for Director of the
Company, by each named executive officer and by all executive officers and
Directors of the Company as a group:
<TABLE>
<CAPTION>
SHARES OF COMMON
----------------
STOCK
-----
BENEFICIALLY OWNED
------------------
AS OF AUGUST 28, 1996 (1)
-------------------------
NAME NUMBER(2)(3) %
- ---- ------------ -----
<S> <C> <C>
James K. Mitchell....................... 754,084 11.6
JMC Group, Inc.
9710 Scranton Road, Suite 100
San Diego, CA 92121
Thomas W. Smith(4)...................... 535,000 8.0
Edward J. McAree
Thomas N. Tryforos
323 Railroad Avenue
Greenwich, CT 06830
Brian J. Finneran....................... 253,651 3.9
D. Mark Carlson......................... 63,796 *
William L. Webster...................... 28,684 *
G. Richard Sippel....................... 17,411 *
Edward J. Baran......................... 16,000 *
Charles H. Black(5)..................... 261,031 4.0
Barton Beek............................. 40,000 *
Robert A. Cervoni....................... 34,000 *
Herbert G. Kawahara..................... 24,000 *
Robert G. Sharp......................... 4,000 *
Donald E. Weeden(6)..................... 26,938 *
All Executive Officers and Directors as 1,523,595 23.5
a group (14 persons)...................
Total outstanding shares(7)....... 6,478,565
</TABLE>
* Less than 1%
(1) All ownership figures include options to purchase shares of Common Stock
exercisable within 60 days of August 28, 1996, as set forth below. Except
as otherwise noted below, each individual, directly or indirectly, has sole
or shared voting and investment power with respect to the shares listed.
(2) Includes 9,154, 9,104, 6,796, 7,411, 2,018 and 34,483 vested shares of
Common Stock contributed by the Company to the Company's 401(k) Savings
Plan for Messrs. Mitchell, Finneran, Carlson, Sippel, Webster and for all
executive officers and Directors as a group, respectively.
(3) Includes options to purchase 50,000, 50,000, 45,000, 26,667, 16,000,
16,000, 12,000, 16,000, 16,000, 4,000, 8,000 and 259,667 shares of Common
Stock for Messrs. Mitchell, Finneran, Carlson, Webster, Baran, Beek, Black,
Cervoni, Kawahara, Sharp, Weeden and for all executive officers and
Directors as a group, respectively.
10
<PAGE>
(4) Information is as of March 13, 1996. Each of Messrs. Smith, McAree and
Tryforos beneficially own the shares shown in his capacity as investment
manager for three private investment limited partnerships of which he is a
general partner.
(5) Includes 22,800 shares held by the Charles H. Black Pension Trust and
14,000 shares held by Mr. Black as trustee for the benefit of Richard S.
Black, Charles H. Black, Jr., and Mr. Black in which Mr. Black has a 1/3
beneficial ownership interest. Also includes 36,200 shares owned
individually by Mr. Black's wife as to which he disclaims beneficial
ownership.
(6) Includes 3,000 shares held by Weeden & Co., L.P., of which Mr. Weeden is
Chief Executive Officer.
(7) Includes 259,667 shares issuable upon exercise of stock options.
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 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission, NASDAQ and the Pacific Stock Exchange initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Executive officers, Directors and greater than
10% stockholders are required by Securities and Exchange Commission regulations
to furnish the Company with copies of all Section 16(a) reports they file.
Specific due dates for these reports have been established and the Company
is required to identify those persons who failed to timely file these reports.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended December 31, 1995 all Section 16(a)
filing requirements applicable to its executive officers, Directors and greater
than 10% beneficial owners were complied with, except for Donald A Weeden, who
filed his Form 4 on January 12, 1996, which was due on January 10, 1996.
11
<PAGE>
ELECTION OF DIRECTORS
NOMINEES
Three of the Company's total of nine Directors are to be elected at the
Annual Meeting. The Board of Directors of the Company has authorized the
nomination at the Annual Meeting of the persons named below as candidates.
Unless otherwise directed, the Proxy Holders will vote the proxies received by
them for the three nominees named below. Messrs. Mitchell and Finneran are
presently Directors of the Company. In the event that any such nominee is unable
or declines to serve as a Director at the time of the Annual Meeting, the
proxies will be voted for any nominee who shall be designated by the existing
Board of Directors to fill the vacancy. It is not expected that any nominee will
be unable or will decline to serve as a Director.
Information with respect to the nominees to the Board of Directors is set
forth above in "Directors and Executive Officers." The names of the nominees are
as follows:
Barton Beek
Robert A. Cervoni
Herbert G. Kawahara
The Directors elected at this Annual Meeting will serve a three-year term,
until the annual meeting of stockholders in 1999, or until their successors are
duly elected.
REQUIRED VOTE
The affirmative vote of a plurality of the shares of Common Stock present
in person or represented by proxy and entitled to vote is required for the
election of each Director nominee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH PERSON
NOMINATED FOR ELECTION AS A DIRECTOR.
INDEPENDENT AUDITORS
Deloitte & Touche LLP has audited the financial statements of the Company
and its subsidiaries for fiscal year 1995 and will audit the financial
statements for fiscal 1996. Representatives of Deloitte & Touche LLP are
expected to be present at the Annual Meeting with the opportunity to make a
statement, if they desire to do so, and will be available to respond to
appropriate questions.
12
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other business which will be presented
at the Annual Meeting. If any other business is properly brought before the
Annual Meeting, it is intended that proxies in the enclosed form will be voted
in respect thereof in accordance with the judgments of the persons voting the
proxies. It is important that your shares be represented at the meeting,
regardless of the number of shares which you hold. WHETHER OR NOT YOU INTEND TO
BE PRESENT AT THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE, SIGN, AND RETURN
YOUR PROXY PROMPTLY.
By Order of the Board of Directors of
JMC Group, Inc.
/s/ James K. Mitchell
James K. Mitchell
Chairman & Chief Executive Officer
Dated: September 9, 1996
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995, ONE WILL BE
FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST. PLEASE WRITE TO INVESTOR
RELATIONS, JMC GROUP, INC., 9710 SCRANTON ROAD, SUITE 100, SAN DIEGO, CALIFORNIA
92121.
13
<PAGE>
- -------------------------------------------------------------------------------
PROXY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JMC GROUP, INC.
Form of Proxy For Annual Meeting of Stockholders, October 7, 1996
The undersigned hereby appoints James K. Mitchell, Brian J. Finneran and D.
Mark Carlson, and each of them, as his agents and proxies with full power of
substitution to vote any and all shares of Common Stock of JMC GROUP, INC.
which the undersigned is entitled to vote at the Annual Meeting of Stockhold-
ers of said Company to be held October 7, 1996, or any adjournment or post-
ponement thereof, as specified below (with reference to the Notice of Annual
Meeting of Stockholders and the accompanying Proxy Statement for further in-
formation regarding each item).
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- -------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
<PAGE>
- -------------------------------------------------------------------------------
Please mark
your votes as
indicated in [X]
this example
1. Election of the following nominees as directors:
Barton Beek, Robert A. Cervoni and Herbert J. Kawahara.
FOR WITHHELD
FOR ALL
[_] [_]
2. As they shall in their sole judgment determine on any other matter that may
properly come before the Annual Meeting or any adjournment or postponement
thereof.
WITHHELD FOR: (Write that nominee's name in the space provided below).
- -------------------------------------------------------------------------------
This proxy will be voted as you specify. UNLESS OTHERWISE MARKED, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF ALL OF THE PERSONS NAMED IN PROPOSAL 1, ALL
OF WHOM WILL BE NOMINATED BY THE BOARD OF DIRECTORS OF JMC GROUP, INC. FOR
ELECTION AS DIRECTORS.
Signature(s) __________________________ Date _______________________________
NOTE: Sign exactly as name appears hereon. Give your full title if signing in
other than an individual capacity. All joint owners should sign.
- -------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
