SCHEDULE 14A
Information Required in Proxy Statement
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 249,14a-12
Acceptance Insurance Companies Inc.
(Name of Registrant as Specified In Its Charter)
Acceptance Insurance Companies Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $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:(1)
____________________________________________________________
4) Proposed maximum aggregate value of transaction:
____________________________________________________________
5) Total fee paid:
____________________________________________________________
(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] 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>
ACCEPTANCE INSURANCE COMPANIES INC.
222 South 15th Street
Suite 600 North
Omaha, NE 68102
(402) 344-8800
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 1995
To Shareholders:
Please take notice that the Annual Meeting of shareholders of
Acceptance Insurance Companies Inc. (the "Company") will be held
at the Marriott Hotel, 10220 Regency Circle, Omaha, Nebraska, on
May 25, 1995, at 10:00 a.m., local time. At the meeting,
shareholders will be asked to consider and vote upon the
following matters:
(1) The election of nine directors to hold office until the
1996 Annual Meeting or until the election and
qualification of their successors;
(2) The approval of an amendment to the 1992 Incentive
Stock Option Plan;
(3) The ratification of the appointment of Deloitte &
Touche LLP as the Company's principal independent
accountants;
(4) The approval of an amendment to the Company's Restated
Certificate of Incorporation; and
(5) Such other matters as may properly come before the
Meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 24,
1995 will be entitled to vote at the Meeting or any adjournment
thereof. A list of shareholders entitled to notice of and to
vote at the Meeting will be available for inspection at the
offices of the Company during the ten days preceding the Annual
Meeting.
By Order of the Board of Directors,
Donn E. Davis
Secretary
Omaha, Nebraska
April 29, 1995
<PAGE>
YOUR VOTE IS IMPORTANT. PLEASE EXECUTE AND
RETURN THE ENCLOSED PROXY PROMPTLY, IN THE ENCLOSED
ENVELOPE, WHETHER OR NOT YOU INTEND TO BE PRESENT
AT THE MEETING AND VOTE IN PERSON. IN THE EVENT YOU WISH
TO ATTEND THE MEETING, YOU MAY REVOKE
YOUR PRIOR PROXY BY SO VOTING.
The current directors and executive officers of the Company
have advised the Company that they intend to vote or cause their
affiliates to vote an aggregate of 3,294,128 shares of Common
Stock, or approximately ______% of the total outstanding shares,
in favor of the nominees for director named herein; the amendment
to the 1992 Incentive Stock Option Plan; the appointment of
Deloitte & Touche LLP as the Company's principal independent
public accountant; and the amendment to the Company's Restated
Certificate of Incorporation.
<PAGE>
ACCEPTANCE INSURANCE COMPANIES INC.
222 South 15th Street
Suite 600 North
Omaha, NE 68102
_________________________________________________________________
PROXY STATEMENT
_________________________________________________________________
Mailing Date: April 29, 1995
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 1995
_________________________________________________________________
I. INTRODUCTION
This Proxy Statement is furnished to the shareholders of
Acceptance Insurance Companies Inc., a Delaware corporation (the
"Company"), in connection with the solicitation of Proxies to be
used in voting at the annual meeting of shareholders of the
Company to be held at 10:00 a.m., local time, May 25, 1995, at
the Marriott Hotel, 10220 Regency Circle, Omaha, Nebraska, or at
any adjournments thereof (the "Annual Meeting" or the "Meeting").
The Proxy is being solicited by the Company on behalf of the
Board of Directors, and this Proxy Statement, together with the
accompanying Proxy, is being mailed to shareholders on or about
April 29, 1995.
VOTING AND PROXIES
Record Date; Voting Rights
Only holders of record of the Company's Common Stock at the
close of business on April 24, 1995 (the "Record Date"), will be
entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof. Shareholders of record on the Record Date
are entitled to one vote per share on any matter that may
properly come before the Annual Meeting. As of the Record Date,
there were ________________ shares of Common Stock, $.40 par
value, outstanding and entitled to vote. The presence, either in
person or by properly executed Proxy, of the holders of a
majority of the outstanding shares of Common Stock is necessary
to constitute a quorum at the Meeting.
Matters to be Voted Upon; Vote Required
At the Annual Meeting, shareholders will be asked to
consider and vote upon the following:
(1) The election of nine directors to serve until the 1996
Annual Meeting or until the election and qualification of
their successors. Nominees receiving a plurality of the
votes cast at the Meeting will be elected as directors of
the Company.
(2) The approval of an amendment to the Amended 1992 Incentive
Stock Option Plan. Approval of such amendment requires the
affirmative vote of a majority of the votes cast at the
Meeting.
(3) The ratification of the appointment of Deloitte & Touche LLP
as the Company's principal independent public accountants.
Ratification of the appointment of the accountants requires
the affirmative vote of a majority of the votes cast at the
Meeting.
(4) The approval of an amendment to the Company's Restated
Certificate of Incorporation. Approval of the Amendment
requires the affirmative vote of the holders of at least a
majority of the issued and outstanding shares of Common
Stock entitled to vote thereon.
Directors and certain executive officers of the Company and
their affiliates own 3,294,128 shares of Common Stock,
approximately ______% of the total outstanding shares, and have
advised the Company that they intend to vote FOR the election of
the Director nominees, the amendment to the Amended 1992
Incentive Stock Option Plan, the appointment of Deloitte & Touche
LLP as the Company's principal independent public accountants and
the amendment to the Company's Restated Certificate of
Incorporation.
Solicitation of Proxies
Following the original mailing of Proxy soliciting material,
directors and officers and other employees of the Company may
solicit, without additional compensation, or may engage others to
solicit, Proxies by any appropriate means, including personal
interview, mail, telephone and facsimile or telegraph.
Arrangements also will be made with brokerage houses and other
custodians, nominees and fiduciaries, which are holders of record
of the Company's Common Stock, to forward Proxy soliciting
material to the beneficial owners of such shares, and the Company
will reimburse such holders of record for their reasonable
expenses incurred in connection therewith.
Any Proxy given pursuant to this solicitation may be revoked
by the person giving it at any time before it is voted. Proxies
may be revoked by (i) filing with the Secretary of the Company,
at or before the Annual Meeting, a written notice of revocation
bearing a later date than the Proxy, (ii) duly executing a Proxy
relating to the same shares, bearing a later date, and delivering
it to the Secretary of the Company at or before the Annual
Meeting, or (iii) attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and
of itself constitute a revocation of the Proxy).
Board Recommendation
Properly executed Proxies will be voted in accordance with
shareholder's directions. If no directions are given, Proxies
will be voted FOR the election of the director nominees, the
proposed amendment to the Amended 1992 Incentive Stock Option
Plan, the approval of the Company's principal independent public
accountants, and the proposed amendment to the Restated
Certificate of Incorporation. The Board of Directors recommends
a vote FOR each of the matters submitted to shareholders for
approval at the Annual Meeting.
SUBMISSION OF SHAREHOLDER PROPOSALS
Any proposal which a holder of Common Stock intends to
present at next year's Annual Meeting of shareholders must have
been received by the Secretary of the Company, at the address
appearing on the first page of this Proxy Statement, no later
than December 31, 1995, in order to be included in the Proxy
Statement and the form of a Proxy relating to that meeting.
II. MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
At the Annual Meeting, the shareholders will consider and
vote upon: (1) the election of directors who will serve until
the 1996 Annual Meeting of Shareholders or until the election and
qualification of their successors; (2) an amendment to the
Company's Amended 1992 Incentive Stock Option Plan (the "ISO
Plan"), to increase the number of shares of Common Stock
available for stock options granted under the ISO Plan from
500,000 to 1,000,000; (3) the approval of Deloitte & Touche LLP
as principal independent public accountants of the Company for
1995; and (4) an amendment to the Company's Restated Certificate
of Incorporation, to increase the number of authorized shares of
Common Stock which the Company may issue from 20,000,000 to
40,000,000.
PROPOSAL 1 - ELECTION OF DIRECTORS
At the Annual Meeting, shareholders will be asked to elect a
board of nine directors to hold office until the 1996 Annual
Meeting or until the election and qualification of their
successors. The following table sets forth information regarding
nominees for election to the Company's Board of Directors. If a
nominee is unable to serve or, for good cause, will not serve,
the Proxy confers discretionary authority to vote with respect to
the election of any person to the board.
<PAGE>
Nominees
All of the nominees currently serve as directors of the
Company.
Position, Principal Occupations
Name and Age and Other Directorships
------------ -------------------------------
Jay A. Bielfield(1), 48 . . . . . Mr. Bielfield has been a
director of the Company since
December 1992. Mr. Bielfield
is an employee and a member of
the Board of Directors of
Little Caesar Enterprises, Inc.
Mr. Bielfield is a director of
Major Realty Corporation and
Detroit Tigers, Inc.
Kenneth C. Coon(2), 44. . . . . . Mr. Coon is Chairman and Chief
Executive Officer of the
Company and has been a director
of the Company since December
1992. He served as Interim
Chief Executive Officer of the
Company beginning in February
1992, and as Chairman and
President from December 1992
until March 1994, whereupon he
was elected Chairman and Chief
Executive Officer. Mr. Coon
has been President and Chief
Executive Officer, and a
director, of Acceptance
Insurance Holdings Inc. since
its formation and of each of
its subsidiaries since their
formation or acquisition; and,
since August 1993 has served as
a director of The Redland
Group, Inc. Mr. Coon also
serves as a director of Terrano
Corporation and Major Realty
Corporation.
Edward W. Elliott, Jr.(2), 51 . . Mr. Elliott has been a director
of the Company since December
1992. Mr. Elliott is Vice-
Chairman and Chief Financial
Officer of Franklin
Enterprises, Inc., an
investment management firm in
Deerfield, Illinois. Mr.
Elliott also serves as a
director of Warehouse Club,
Inc.
Robert LeBuhn(3), 62. . . . . . . Mr. LeBuhn has been a director
of the Company since December
1992. Mr. LeBuhn is a private
investor. He was Chairman of
Investor International (U.S.),
Inc., an investment firm in New
York, New York, until
September 30, 1994. Mr. LeBuhn
serves as a director of USAir
Group, Inc., Cambrex Corp.,
Amdura Corp., Enzon, Inc. and
Lomas Financial Corp.
Michael R. McCarthy(2), 43. . . . Mr. McCarthy has been a
director of the Company since
December 1992. Mr. McCarthy
has been Chairman and a
director of McCarthy & Co., a
firm engaged in the investment
banking business in Omaha,
Nebraska, since it was
organized in 1986. He is also
a director and Chairman of
McCarthy Group, Inc., which is
the parent of McCarthy & Co.
Mr. McCarthy also serves as a
director of Major Realty
Corporation.
John P. Nelson(2), 54 . . . . . . Mr. Nelson has been President
and Chief Operating Officer of
the Company since March 1994,
and a director since August
1993. Mr. Nelson serves as
either Chairman or President
and a director of The Redland
Group, Inc., and its insurance
subsidiaries, Redland Insurance
Company, American Growers
Insurance Company, Agro
International, Inc., American
Agrisurance, Inc., American
Agrijusters Co., Crop Insurance
Marketing, Inc., and U.S. Ag
Insurance Services, Inc., all
of which are subsidiaries of
the Company. Since August 1993
he has served as a director of
Acceptance Insurance Holdings
Inc. and each of its
subsidiaries.
R. L. Richards(1), 46 . . . . . . Mr. Richards has been a
director of the Company since
January 1991. Mr. Richards has
served as the President and a
director of RDT Corp., a
privately held investment
corporation, Dublin, Ohio,
since 1987 and has held various
positions with that company
since 1978. He is a director
of Clinton Gas Systems, Inc.
David L. Treadwell(3), 40 . . . . Mr. Treadwell has been a
director of the Company since
December 1992. Mr. Treadwell
has been director, Chairman and
Chief Executive Officer of
Major Realty since March 1992;
President of Heritage Network,
Incorporated which provides
management services for
publishing, automobile
dealerships and investment
related businesses since
January 1991; and President of
Heritage Development Company,
Detroit, Michigan, a real
estate portfolio management and
development company since 1986.
Doug T. Valassis(3), 42 . . . . . Mr. Valassis has been a
director of the Company since
December 1992. Mr. Valassis is
President and Chief Executive
Officer of Franklin
Enterprises, Inc., an
investment management firm in
Deerfield, Illinois. Mr.
Valassis also serves as a
director of Warehouse Club,
Inc., and Lindner Investments,
Massachusetts Trust.
_______________
(1) Member of the Audit Committee of the Company.
(2) Member of the Executive Committee of the Company.
(3) Member of the Compensation Committee of the Company.
PROPOSAL 2 - AMENDMENT TO THE 1992 INCENTIVE STOCK OPTION PLAN
At the Meeting, shareholders will be asked to approve an
amendment to the 1992 Incentive Stock Option Plan (the "ISO
Plan"), originally adopted by the Board of Directors of the
Company on September 22, 1992, and approved by the shareholders
on December 22, 1992, to increase the shares of Common Stock
available for stock options granted under the ISO Plan from
500,000 to 1,000,000.
A copy of the Amended ISO Plan is furnished herewith as
Annex A.
Under the ISO Plan officers, key employees and non-employee
directors are eligible for grant of options to purchase shares of
the Common Stock, at a price per share not less than 100% of the
fair market value of the shares. The ISO Plan is designed to
qualify for favorable tax treatment to participants pursuant to
Section 422 and related Sections of the Internal Revenue Code.
Under these Sections, a participant who receives an incentive
stock option is not taxed on its value either at the time the
option is granted or at the time it is exercised. Instead, the
participant incurs a tax only upon the eventual sale or other
disposition of the shares so acquired. Additionally, a
participant may be subject to any favorable capital gains
treatment when the shares are eventually sold. The Company is
not entitled to a deduction for federal income tax purposes in
connection with the grant or any exercise of incentive stock
options.
The following table sets forth information with respect to
options granted under the ISO Plan to the persons designated
during the year ended December 31, 1994.
<PAGE>
<TABLE>
<CAPTION>
Dollar Number of
Name and Position Value* Units
----------------- ------- ---------
<S> <C> <C>
Kenneth C. Coon $11.375 50,000 Shares
Chairman and Chief
Executive Officer
John P. Nelson -- None
President and Chief
Operating Officer
Richard C. Gibson -- None
Executive Vice President,
The Redland Group, Inc.
Joseph P. Hutelmyer 11.375 5,000 Shares
President, Seaboard
Underwriters, Inc.
Georgia M. Mace 11.375 7,500 Shares
Treasurer
All Current Executive Officers
as a Group (12 persons) 11.375 105,000 Shares
Non-Employee Director Group
(7 persons) 12.500 10,500 Shares
Non-Executive Officer Employee
Group (4 persons) 11.375 10,000 Shares
_______________
<FN>
* This figure represents the exercise price of the options,
which is equal to the fair market value of the shares of Common
Stock at the date of grant of the option. The value of the
options is the difference between the value of the underlying
Common Stock and the exercise price.
</TABLE>
PROPOSAL 3 - APPROVE APPOINTMENT OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors has appointed Deloitte & Touche LLP
as independent public accountants of the Company for 1995. The
appointment of independent pubic accountants by the Board of
Directors is submitted for approval by the shareholders.
Although shareholder approval is not required, if the
shareholders do not ratify the appointment, the Board of
Directors will reconsider the matter.
Representatives of Deloitte & Touche LLP will be present at
the Annual Meeting, will have an opportunity to make a statement
if they desire to do so and will be available to respond to
appropriate questions presented by shareholders.
PROPOSAL 4 - AMENDMENT TO THE RESTATED CERTIFICATE
OF INCORPORATION
The Amendment
Shareholders are being asked at the meeting to approve an
amendment to the Company's Restated Certificate of Incorporation
to increase the number of authorized shares of Common Stock which
may be issued by the Company from 20 million shares to 40 million
shares. The proposed Amendment has been approved by the
unanimous vote of the Board of Directors. The change will be
affected by an amendment to the first sentence of Article IV of
the Company's Restated Certification of Incorporation to read as
follows:
"The total number of shares of all classes of
stock which the Corporation shall have the
authority to issue is forty-five million
(45,000,000) shares, consisting of five
million (5,000,000) shares of preferred stock
without par value (hereinafter "Preferred
Stock"), and forty million (40,000,000)
shares of common stock, par value forty cents
($.40) per share (hereinafter "Common
Stock")."
The existing provisions of the Company's Restated
Certificate of Incorporation authorize 20 million shares of
Common Stock, $.40 par value, and 5 million shares of Preferred
Stock, without par value. The Amendment does not alter the
Company's ability to issue up to 5 million shares of Preferred
Stock in such series with such special rights, preferences,
restrictions, qualifications and limitations as the Board of
Directors may designate.
Reasons for the Amendment
The Board of Directors believes it is in the best interests
of the Company and its shareholders to increase the number of
authorized shares of Common Stock at this time. Of the 4,906,713
shares of authorized but unissued Common Stock, 347,082 are
reserved for issuance pursuant to exercise of certain outstanding
warrants and options which are vested, and 36,500 shares are
reserved for issuance under the Company's Employee Stock Purchase
Plan. In addition, options which have not yet vested have been
granted to directors, officers and key employees to purchase an
additional 138,750 shares of Common Stock. The Company's ISO
Plan and Employee Stock Purchase Plan, previously approved by
shareholders, authorize the grant of additional options and
rights to purchase shares of Common Stock in the aggregate
covering an additional 669,349 shares of Common Stock (1,169,349
if the proposed amendment to the ISO Plan is approved). The
Board of Directors believes that grants of options under the ISO
Plan and purchase rights under the Employee Stock Purchase Plan
are an important part of incentive compensation for management
and key employees.
The Board of Directors believes that there will be a
continuing need for additional capital to fund the Company's
insurance operations, and that it may be in the best interests of
the Company and its shareholders to have additional Common Stock
available to be issued to meet such needs. The property and
casualty insurance business requires significant amounts of
capital to support the writing of insurance business,
particularly in times of premium growth. The Company's history
is one of continuing premium growth as a result both of
acquisitions (several of which have resulted in the issuance of
additional shares of Common Stock) and of internal growth, and it
intends to continue to pursue additional opportunities in the
insurance business. The Company must maintain minimum levels of
capital in its insurance subsidiaries in order to continue to
write business and at the same time meet the standards
established by state insurance regulatory authorities and
insurance rating bureaus.
The Company continually monitors its capital needs and
explores alternative plans for meeting such needs. It is the
Company's belief that the volume of business it expects to write
in 1995 and 1996 may require additional capital in order to
maintain levels of capital appropriate for its premium writings
and to meet regulatory requirements established by insurance
regulatory authorities and insurance rating bureaus. The Company
is currently considering an increase in its Revolving Credit
Facility (presently permitting borrowings up to $35 million) with
its bank lenders as well as raising additional capital through
the issuance of additional Common Stock. On February 23, 1995,
the Company filed a registration with the Securities and Exchange
Commission relating to a proposed public offering of $60 million
of subordinated debt convertible into shares of Common Stock.
The principal uses of any additional funds which may be available
from any increase in the Revolving Credit Facility which may be
agreed to by the bank lenders, and from any such public offering,
if it occurs, will be to fund the Company's insurance operations.
The additional shares of Common Stock which would be
authorized by the Amendment would be available for use in
connection with stock dividends and stock splits, acquisitions,
and public offerings and private placements to secure additional
capital funds. The Company has no current plans calling for the
use of any shares of Common Stock in any acquisition.
Unreserved and unissued shares of Common Stock may be issued
at such times, for such purposes and for such consideration as
the Board of Directors may determine to be in the best interests
of the Company and its shareholders, and except as otherwise
required by applicable law, without further authority from the
Company's shareholders. The issuance of additional shares of
Common Stock may have a dilutive effect on voting rights of
shareholders and upon earnings per share. The issuance of
additional shares of Common Stock may have an anti-takeover
effect as it would increase the cost of acquiring the Company.
The Company is unaware of any plan by any person to gain control
of the Company. Holders of the Company's stock have no
preemptive rights to acquire unissued or treasury shares of the
Company.
III. INFORMATION ABOUT THE COMPANY, DIRECTORS AND
EXECUTIVE OFFICERS
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES THEREOF
The Board of Directors met four times and took action by
unanimous consent on two occasions in 1994. All of the nominees
for director served on the Board of Directors throughout 1994.
There are three committees of the Board, an Executive Committee,
an Audit Committee and a Compensation Committee. The Company
does not have a Nominating Committee.
The Executive Committee may exercise certain limited powers
of the Board of Directors and met once in 1994. The Audit
Committee has authority to review internal audit and financial
controls, and to recommend to the Board the independent public
accountants to serve as auditors, review with the independent
auditors the annual audit plan, the financial statements, the
auditor's report and their evaluation and recommendations
concerning the Company's internal controls and approve the types
of professional services for which the Company may retain the
independent auditors. The Audit Committee met twice in 1994.
The Compensation Committee reviews the compensation of the
executive officers of the Company, and makes recommendations to
the Board of Directors regarding such compensation and awards
under the various compensation plans adopted by the Company and
met once in 1994.
During 1994, each director attended at least 75% of the
meetings of the Board of Directors and each committee on which he
sat.
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are not full-time
employees of the Company receive an annual retainer of $10,000
plus $1,000 for attendance at each meeting of the Board of
Directors and $1,000 for attendance at each meeting of a
Committee on which the director sits occurring other than on a
day when the directors meet, and $500 for each such meeting
occurring on a day when the directors meet. Non-employee
directors who serve as Chairman of Board Committees, receive an
additional $3,000 annual retainer.
Messrs. Bielfield, Coon and McCarthy are directors, and Mr.
Treadwell is Chairman and Chief Executive Officer and a director,
of Major Realty Corporation ("Major Realty"). Non-employee
directors of Major Realty are paid $2,500 for each meeting of
directors attended in person. Mr. Treadwell is employed on a
month-to-month basis under an Employee Lease Agreement with Mr.
Treadwell's primary employer, Heritage Network, Incorporated
("Heritage"). Under the Employee Lease Agreement, Mr. Treadwell
is required to devote such time to his duties as Chief Executive
Officer of Major Realty as he and the Major Realty Board
determine to be necessary, and Major Realty pays to Heritage
$100,000 annually for Mr. Treadwell's services. Major Realty has
granted to Mr. Treadwell an option to purchase, during a period
ending 10 days after the termination of his employment by Major
Realty, termination of the Employee Lease Agreement, or a change
of control of Major Realty, 100,000 shares of Major Realty common
stock for $2.7679 per share. On June 14, 1994, Mr. Treadwell was
granted options to purchase an additional 100,000 shares of Major
Realty common stock for $2.00 per share, exercisable at any time
prior to June 30, 1995.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Treadwell, director and member of the Compensation
Committee, is Chairman, Chief Executive Officer and a director of
Major Realty Corporation. Mr. Coon, Chairman, Chief Executive
Officer and a director of the Company, is a director of Major
Realty Corporation. See "Certain Transactions" for information
with respect to compensation paid to or on behalf of Mr.
Treadwell by Major Realty Corporation in 1994. Mr. Coon receives
$2,500 per meeting as director fees from Major Realty
Corporation, and received $5,000 in 1994. Major Realty does not
have a compensation committee, and compensation issues are
determined by its Board of Directors.
EXECUTIVE OFFICERS
The individuals identified below are the executive officers
of the Company who have been appointed by the Board of Directors
and who served in the capacities indicated at December 31, 1994.
Executive officers normally are appointed annually by the Board
of Directors and serve at the pleasure of the Board.
Kenneth C. Coon, 44 . . . . . Chairman and Chief Executive
Officer of the Company and a
director of the Company since
December 1992. He served as
Interim Chief Executive Officer of
the Company beginning in February
1992, and as Chairman and President
from December 1992 until March
1994, whereupon he was elected
Chairman and Chief Executive
Officer. Mr. Coon has been
President and Chief Executive
Officer and a director of
Acceptance Insurance Holdings Inc.
since its formation and of each of
its subsidiaries since their
formation or acquisition; and,
since August 1993 has served as a
director of The Redland Group, Inc.
Mr. Coon also serves as a director
of Terrano Corporation and Major
Realty Corporation.
John P. Nelson, 54. . . . . . President and Chief Operating
Officer of the Company since March
1994, and a director since August
1993. Mr. Nelson serves as either
Chairman or President and a
director of The Redland Group,
Inc., and its insurance
subsidiaries, Redland Insurance
Company, American Growers Insurance
Company, Agro International, Inc.,
American Agrisurance, Inc.,
American Agrijusters Co., Crop
Insurance Marketing, Inc., and U.S.
Ag Insurance Services, Inc., all of
which are subsidiaries of the
Company. Since August 1993 he has
served as a director of Acceptance
Insurance Holdings Inc. and each of
its subsidiaries.
Greg D. Ewald, 41 . . . . . . Senior Vice President of
underwriting of the Company since
October 1993. Mr. Ewald has been
Vice President of underwriting for
Acceptance Insurance Company and
Acceptance Indemnity Insurance
Company since April 1990. Prior
thereto, Mr. Ewald was Vice
President, Treaty Underwriting, at
Underwriters Reinsurance Company.
William J. Gerber, 37 . . . . Vice President, Investments and
Investor Relations of the Company
since December 1992, and of
Acceptance Insurance Holdings Inc.
since July 1, 1991. Beginning in
August 1987, he was Director of
Financial Reporting and
Acquisitions for the Company.
Prior thereto, he was a certified
public accountant with Coopers &
Lybrand.
Richard C. Gibson, 59 . . . . Executive Vice President of the
Redland Group, Inc., since August
1993, and President of American
Agrisurance, Inc., a wholly-owned
marketing subsidiary of the Company
since its formation in November
1976. From 1973 through 1976, Mr.
Gibson was Vice President and
Marketing Manager of Blakley Crop
Hail and prior to that time, from
1964 through 1973 Branch Manager of
the Crop Division of the Insurance
Company of North America.
Robert W. Haney, 53 . . . . . Senior Vice President of Claims of
the Company since July 1993. For
the prior 11 years, Mr. Haney was
Assistant Vice President of Claims
for Empire Fire & Marine Insurance
Company.
Joseph P. Hutelmyer, 41 . . . President and Chief Operating
Officer of Seaboard Underwriters,
Inc., since October 1991. He was
Senior Vice President of Seaboard
from January 1986 to October 1991,
and has been employed with Seaboard
since 1981.
Georgia M. Mace, 45 . . . . . Treasurer and Chief Financial
Officer of the Company since May
1992. Ms. Mace has been Treasurer
and Chief Financial Officer of
Acceptance Insurance Company since
its formation and of each of the
Acceptance subsidiaries since their
formation or acquisition. She also
has served as a director of
Acceptance Insurance Company and
Phoenix Indemnity Insurance Company
since their formation. Ms. Mace
formerly was Treasurer of
Cornhusker Casualty, a division of
Berkshire Hathaway.
George P. Mang, 64. . . . . . President and Chief Operating
Officer of Phoenix Indemnity since
April 1994. Prior to that time,
Mr. Mang was Executive Vice
President of Statewide Insurance
for 25 years.
Joseph G. Smith, 40 . . . . . Vice President of Budget, Audit and
Strategic Planning since August
1993. Mr. Smith served as Vice
President and Treasurer of Redland
Insurance Company from 1982 to
1994. Prior to joining Redland,
Mr. Smith worked as a certified
public accountant with Ernst &
Whinney for six years.
Thomas D. Stamm, 48 . . . . . Senior Vice President of Acceptance
Insurance Company since October
1993. Prior to that time, Mr.
Stamm was a founding officer and
Senior Vice President of
Underwriting for the Scottsdale
Insurance Company. Prior to that
time, Mr. Stamm was a Vice
President of Underwriting for Great
Southwest Fire Insurance Company
for 10 years.
John R. Svoboda, 42 . . . . . Vice President of Regulatory
Affairs for the Company since July
1991. He has been with the Company
since 1987. For the prior 13 years
Mr. Svoboda was a Senior Examiner
with the Nebraska Department of
Insurance.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth for each of the three years
ended December 31, 1994, the compensation paid by the Company to
its Chief Executive Officer and the four most highly compensated
executive officers receiving total compensation in excess of
$100,000 annually.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
------------------------------ ---------------------
Deferred
Name and Cash Bonus Options/ Other
Principal Position Year Salary Bonus(1) Payable(2) SARs (#) Compensation(3)
------------------ ---- ------ -------- ---------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth C. Coon 1994 $259,375 $45,500 $62,500 50,000 $ 7,310(5)
Chairman, Chief Executive 1993 250,300 88,000 17,000 74,000 11,575(5)
Officer and Director 1992(4) 195,300 42,000 -- Shares 848
John P. Nelson 1994 228,982 11,000 -- -- --
President, Chief Operating 1993(6) 84,002 -- -- -- --
Officer and Director 1992 -- -- -- -- --
Richard C. Gibson 1994 195,239 -- -- -- --
Executive Vice President, 1993(6) 84,564 -- -- -- --
The Redland Group, Inc. 1992 -- -- -- -- --
Joseph P. Hutelmyer 1994 123,592 3,000 7,000 5,000 1,582
President, Seaboard 1993 118,365 8,000 4,000 10,000 5,132
Underwriters, Inc. 1992 108,030 -- -- Shares 5,132
Georgia M. Mace 1994 106,000 8,500 12,000 7,500 1,305
Treasurer, Chief Financial 1993 98,600 27,000 5,000 20,000 4,351
Officer 1992 93,800 12,000 -- Shares 848
<PAGE>
_______________
<FN>
(1) Reflects amounts paid in 1994 under the Management Incentive Compensation Plan (the
"Plan") adopted by the Company pursuant to which cash bonuses may be awarded to executives and key
employees of the Company and its subsidiaries measured principally on Company earnings and
individual performance. Under the Plan, the amount of cash bonus earned is payable over a three-
year period, provided the bonus recipient remains employed by the Company.
(2) The amounts reflect cash bonuses earned by the named executive officers and payable in
1995, provided he or she remains in the employ of the Company.
(3) Except where indicated, these amounts reflect the Company's contribution on behalf of such
persons to Defined Contribution Plans maintained by the Company.
(4) Prior to February 1992, Mr. Coon served as Chief Executive Officer of Acceptance Insurance
Holdings Inc. and its subsidiaries.
(5) Includes $5,000 paid to Mr. Coon in 1994, and $2,500 in 1993 as director fees by Major
Realty Corporation, the 33.1% subsidiary of the Company.
(6) Messrs. John P. Nelson and Richard C. Gibson became employed by the Company following the
acquisition of The Redland Group, Inc., effective July 1, 1993.
</TABLE>
<PAGE>
The following table sets forth information concerning
options granted by the Company to its Chief Executive Officer and
the named executive officers during the fiscal year ended
December 31, 1994. The Company did not grant any stock
appreciation rights in 1994.
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants Potential
- ------------------------------------------------------------------------ Realized Value at
% of Total Assumed Annual
Number of Options Rates of Stock Price
Securities Granted to Exercise Appreciation
Underlying Employees or Base for Option Term
Options in Fiscal Price Expiration ---------------------
Name Granted (#)(1) Year ($/Sh) Date 5%($) 10%($)
---- -------------- ------------ -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Kenneth C. Coon 50,000 Shares 43.5% $11.375 3/24/2004 $357,600 $906,400
John P. Nelson None -- -- -- -- --
Richard C. Gibson None -- -- -- -- --
Joseph P. Hutelmyer 5,000 Shares 4.4 11.375 3/24/2004 35,760 90,640
Georgia M. Mace 7,500 Shares 6.5 11.375 3/24/2004 53,640 135,960
______________
<FN>
(1) Twenty-five percent of these options vest one year from the date of grant and 25% annually
thereafter, provided that the option holder remains employed by the Company.
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTIONS VALUES
Shares
Acquired Number of Securities Value of Unexercised*
on Underlying Unexercised In-the-Money
Exercise Value Options at Fy-End (#) Options at Fy-End ($)
Name (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- -------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Kenneth C. Coon
Chairman, Chief
Executive Officer . . None N/A 82,146 Exercisable Options $418,500
49,500 Unexercisable Options 179,498
John P. Nelson
President, Chief
Operating Officer . . -- -- None --
Richard C. Gibson
Executive Vice
President, The
Redland Group, Inc. . -- -- None --
Joseph P. Hutelmyer
President, Seaboard
Underwriters, Inc. . None N/A 6,250 Exercisable Options 22,663
8,750 Unexercisable Options 31,712
Georgia M. Mace
Treasurer and Chief
Financial Officer . . None N/A 16,875 Exercisable Options 87,422
10,625 Unexercisable Options 38,516
_______________
<FN>
* Calculated as the difference between the option exercise price and the closing price per share on
the New York Stock Exchange on December 31, 1993.
</TABLE>]
<PAGE>
Employment Agreements
Kenneth C. Coon, Chairman and Chief Executive Officer of the
Company, is employed under an employment agreement. Under this
agreement, upon termination of his employment without cause or in
certain circumstances by him, the Company is obligated to pay him
the amount of his base salary remaining payable over the balance
of his employment term (currently ending December 31, 1996,
subject to annual automatic one year extensions), the amount of
his highest annual cash bonus multiplied by the number of full
and partial years remaining in his employment term, and the
amount of any incentive, profit-sharing bonus, stock option or
other plan accrued on his behalf. Similar payments are due upon
the death or disability of Mr. Coon.
John P. Nelson and Richard C. Gibson, respectively the
President and Chief Operating Officer of the Company, and
Executive Vice President of The Redland Group, Inc., one of the
Company's subsidiaries, are each employed pursuant to identical
employment agreements for a term currently ending December 31,
1996, but subject to annual automatic one-year extensions, unless
terminated by either party upon 45 days notice prior to each
January 1.
Report of the Compensation Committee on Executive Compensation
During 1993, the Committee developed the current
compensation program covering the Company's Chief Executive
Officer, and other executive officers and key employees.
Compensation is composed of a combination of salary, incentive
cash bonuses and stock option grants. The Committee believes
that, when operating goals established for the Company are met,
it is in the Company's best interest to maintain the level of
experienced executives and key employees who delivered such
results by allowing such persons to participate in the Company's
profits.
The Company intends that the salary portion of executive
compensation, while intended to be competitive in the market
place for comparable companies, is not intended as the principal
vehicle for rewarding high-level performance by such executives.
Rather, over time, the compensation policy will limit salary
increases largely to reflect inflation and increased
responsibility. A new incentive compensation plan (the
"Management Incentive Compensation Plan" or the "Plan"), calling
for the payment of cash bonuses in accordance with the provisions
of the Plan, will be the vehicle for rewarding superior
performance.
The Management Incentive Compensation Plan includes the
following:
(a) Early each year, the Committee, working with the Chief
Executive Officer and other key executives, will establish
overall Company performance goals, as a target net earnings
per share for the year. The Committee, working with the
Chief Executive Officer, also will set individual
performance goals for executives and key employees at the
staff and operating division levels, which are tied to the
Company's strategic plan for that year. These individual
performance goals are intended to be objective and
identifiable in order to measure the degree of performance
by the executives and key employees.
(b) The maximum bonus payable is established as a percentage of
base salary which ranges from 200% for the Chief Executive
Officer, to 60% for division heads and senior support staff,
down to 30% for junior department heads, and lower
percentages for others. There also is established, as a
percentage of bonus payable, the extent to which the amount
of bonus will be based upon meeting Company goals, and the
extent to which the bonus will be based upon meeting
individual goals; with 20% of the maximum bonus payable to
remain at the discretion of the Committee. Attainment of
Company goals is weighted more heavily for senior executives
(70% for the Chief Executive Officer), while individual
goals are weighted more heavily for executives and key
employees at the staff and division levels.
(c) The Plan ties the amount of bonus payable, as a percentage
of the total maximum, to an analysis of the degree to which
goals are met, exceeded or not met. This formula calls for
payment of 75% of the maximum bonus where 100% of the goals
are achieved; an additional 1% of maximum bonus for each 1%
that the goals are exceeded (up to the maximum amount of
bonus); a reduction of 2% of maximum bonus for each 1% below
100% attainment of goals; with no bonus payable if less than
75% of goals are obtained.
Incentive bonuses are payable over a three year period, with
the first such payment to be made within 120 days following the
end of the applicable year as to which the incentive bonus is
earned and calculated, and on a like day each year thereafter.
Incentive bonuses in the aggregate may not exceed 10% of the
Company's net income for the year.
The Committee believes that incentive stock options remain
an important aspect of executive compensation, particularly at
the chief executive officer and senior executive staff level. At
present, award of incentive stock options is made at the
discretion of the Committee, although the Chief Executive Officer
is consulted with respect to the grant of stock options to his
staff.
The Committee has not yet adopted a policy with respect to
qualifying compensation paid to executive officers under Section
162(m) of the Internal Revenue Code. The Committee deems it
unnecessary at this time to adopt such a policy, as it does not
consider it eminent that annual compensation to any executive
officer will exceed $1 million. The Committee does, however,
intend to monitor executive compensation, including the value of
compensation which may ultimately be received by executive
officers, including the Chief Executive Officer, comprised of
salary, cash bonuses and receipt of values under stock option
grants, and will address a policy to qualify compensation paid to
executive officers under Section 162(m) of the Internal Revenue
Code at the time it deems it necessary to do so.
In all respects, the action of the Compensation Committee is
subject to approval by the Board of Directors. During 1994, the
Board of Directors awarded the Chief Executive Officer a 5%
salary increase and an incentive bonus of $136,500. The Board
based the Chief Executive Officer's incentive bonus on the
aforementioned criteria, with the Company having achieved 82% of
its target earnings per share for 1993. The Board also exercised
its discretion to award the Chief Executive Officer's an option
to purchase 50,000 shares of Common Stock at $11.325, pursuant to
the ISO Plan.
Members of the Compensation Committee are:
Robert LeBuhn, Chairman
David L. Treadwell
Doug T. Valassis
STOCK PERFORMANCE GRAPHS
The Company has undergone a substantial reorganization,
changing its business from the citrus and real estate business
activities in which it had been engaged, to the specialty
property and casualty insurance business in which it is currently
engaged. By mid-1992, with the Company's move of its
headquarters from Bloomfield Hills, Michigan, to Omaha, Nebraska,
the headquarters of its insurance operations, the reorganization
was effectively complete. The Company believes that any
comparison of its stock performance to that of comparable
companies would require a comparison to property and casualty
insurance companies commencing the last half of 1992, and to
small capitalization food processor companies for the 2 1/2 year
period prior thereto. Thus, stock performance is presented in
two graphs, one covering the period of time from July 1, 1992 to
December 31, 1994, comparing the performance of the Company's
Common Stock to the Value Line Property and Casualty Insurance
Group and the Russell 2000. The second graph, covering the
period December 31, 1989 through June 30, 1992, compares the
performance of the Company's Common Stock with the Value Line
Food Processors Small Capitalization Group and the Russell 2000.
<PAGE>
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
Acceptance Insurance Companies, Russell 2000 Index
and Insurance: Property/Casualty
(Performance Results Through December 31, 1994)
July 1,
1992 1992 1993 1994
------- ---- ---- ----
<S> <C> <C> <C> <C>
$180.00
$166.66(1)
160.00
140.00 $140.57(2)
$137.78(2)
$134.72(1)
120.00 $122.83(3)
$118.21(2) $119.31(3) $118.37(3)
$106.94(1)
100.00 $100.00(2)
80.00
60.00
40.00
20.00
_______________
<FN>
(1) Acceptance Insurance Companies Inc.
(2) Russell 2000 Index
(3) Insurance: Property/Casualty
Assumes $100 invested at the close of trading 7/1/92 in
Acceptance Insurance Companies common stock, Russell 2000 index,
and Insurance: Property/Casualty
*Cumulative total return assumes reinvestment of dividends.
Source: Value Line, Inc.
Factual material is obtained from sources believed to be
reliable, but the publisher is not responsible for any errors or
ommissions contained herein.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
Acceptance Insurance Companies, Russell 2000 Index
and Food Processors: Small Cap.
(Performance Results Through June 30, 1992)
June 30,
1989 1990 1991 1992
---- ---- ---- --------
<S> <C> <C> <C> <C>
$140.00
$132.35(3)
120.00 $118.96(3)
$114.09(3) $117.56(2) $117.76(2)
100.00 $100.00(2)
80.00 $80.49(2)
60.00
$46.15(1)
40.00
$30.77(1) $32.91(1)
20.00
0.00
_______________
<FN>
(1) Acceptance Insurance Companies Inc.
(2) Russell 2000 Index
(3) Food Processors: Small Cap.
Assumes $100 invested at the close of trading 12/31/89 in
Acceptance Insurance Companies common stock, Russell 2000 index,
and Food Processors: Small Cap.
*Cumulative total return assumes reinvestment of dividends.
<PAGE>
Source: Value Line, Inc.
Factual material is obtained from sources believed to be
reliable, but the publisher is not responsible for any errors or
ommissions contained herein.
</TABLE>
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Based upon the Company's review of Forms 3, 4 and 5, and
amendments thereto, furnished during or with respect to the
Company's 1994 fiscal year, and separate written representations,
the following persons subject to Section 16 of the Securities
Exchange Act of 1934 ("Exchange Act") with respect to the
Company, failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act during the Company's 1994
fiscal year or prior fiscal years: (1) Messrs. Bielfield,
Doug T. Valassis and George F. Valassis each filed one late
report, disclosing one transaction and (2) Messrs. Haney, Stamm,
Svoboda and D. Craig Valassis each did not report in a timely
manner his initial beneficial ownership.
CERTAIN TRANSACTIONS
The following is a description of certain relationships and
business transactions occurring since January 1, 1994.
In April 1994, the Company acquired Statewide Insurance
Corporation ("Statewide"), which had acted as the exclusive
general agent for the Company's non-standard automobile insurance
business since the formation of Phoenix Indemnity Insurance
Company. Mr. Mang was Executive Vice President of Statewide
prior to its acquisition by the Company.
In November 1994, pursuant to a call by the Company to
redeem certain outstanding warrants, the following exercises of
warrants to purchase shares of Common Stock at an exercise price
of $11 per share occurred: (1) the Valassis Children's Trust
(defined below) exercised 649,548 warrants; (2) Mr. Coon and his
spouse exercised 45,061 warrants; (3) Mr. McCarthy and his
affiliates and spouse exercised 77,851 warrants, and (4) Mr.
Nelson's family investment company, controlled by Mr. Nelson,
exercised 58,770 warrants.
Doug T. Valassis, a director of the Company, is the son of
George F. Valassis, a principal shareholder of the Company, and
is President and Chief Executive Officer and a director of
Franklin Enterprises, Inc. ("Franklin"). Franklin is a general
partner of Valassis Enterprises, L.P. D. Craig Valassis also is
a son of George F. Valassis and Vice President of Franklin.
Edward W. Elliott, Jr., a director of the Company, is Vice
Chairman and Chief Financial Officer and a director of Franklin.
Messrs. D. Craig Valassis, Doug T. Valassis and Edward W.
Elliott, Jr., are co-trustees of an irrevocable family trust
("Valassis Children's Trust") established by George F. Valassis.
Under the terms of the governing trust instrument, at any time
while Mr. Elliott is co-trustee, he may acquire any and all
assets held in the trust by substituting other assets of
equivalent value. D. Craig Valassis and Doug T. Valassis also
are one-third beneficiaries of the Valassis Children's Trust, and
beneficiaries of another family trust established by George F.
Valassis.
Mr. McCarthy, a director of the Company, is the Chairman,
director and principal shareholder of McCarthy Group, Inc.,
parent of McCarthy & Co. McCarthy & Co., d/b/a LongView Capital
Management, provides asset management services to the Company and
received fees of approximately $131,753 in 1994.
Messrs. Bielfield, Coon and McCarthy are directors, and Mr.
Treadwell is Chairman, Chief Executive Officer and director, of
Major Realty Corporation, a 33.1% owned subsidiary of the
Company.
By virtue of the foregoing positions, relationships and
interests, the persons named above may have an indirect material
interest in transactions and business relationships between the
Company and its subsidiaries and such persons or their
affiliates.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders
The following table provides information as of April 11,
1995, with respect to beneficial ownership of the Common Stock by
each person known by the Company to be the beneficial owner of
more than 5% of the outstanding Common Stock.
<PAGE>
<TABLE>
<CAPTION>
Sole Ownership Shared Ownership Total Ownership
--------------------- --------------------- ---------------------
Name of Number of Percent Number of Percent Number of Percent
Beneficial Owner Shares(1) of Class(2) Shares(1) of Class(2) Shares(1) of Class(2)
---------------- --------- ----------- --------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
George F. Valassis(3) 325,797 2.2% 1,649,079 10.9% 1,974,876 13.0%
2000 North Woodward Avenue
Suite 200
Bloomfield Hills, MI 48304
D. Craig Valassis(4) 9,090 * 1,442,118 9.5% 1,451,208 9.6%
1400 N. Woodward Ave.
Suite 270
Bloomfield Hills, MI 48304
Doug T. Valassis(5) 6,045 * 1,442,118 9.5% 1,448,163 9.6%
Franklin Enterprises, Inc.
520 Lake Cook Road, Suite 325
Deerfield, IL 60015
FMR Corp.(6) -- -- 1,050,000 7.0% 1,050,000 7.0%
82 Devonshire Street
Boston, MA 02109-3614
John P. Nelson(7) 401,058 2.7% 505,145 3.4% 906,203 6.0%
Acceptance Insurance Companies Inc.
Suite 600 North
222 South 15th Street
Omaha, NE 68102
_______________
<FN>
* Less than one percent.
(1) The column sets forth shares of Common Stock which are deemed to be "beneficially owned"
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
(2) For purposes of calculating the percentage of Common Stock beneficially owned by any
beneficial owner, but only as to such owner, the shares of Common Stock issuable to such person
under stock options or warrants exercisable within 60 days are considered outstanding and added to
the shares of Common Stock actually outstanding.
(3) Includes 206,961 shares of Common Stock held pursuant to a Trust Agreement dated February
3, 1986, for which trust Mr. Valassis acts as sole trustee; 741,320 shares of Common Stock held by
Valassis Enterprises, L.P., of which the general partners are Mr. Valassis, individually, and
Franklin Enterprises, Inc., of which Mr. Valassis is the sole shareholder and Chairman of the Board;
immediately exercisable warrants to purchase 51,250 shares of Common Stock held by Valassis
Enterprises, L.P.; and 649,548 shares of Common Stock held pursuant to a trust for which Mr.
Valassis acts as income beneficiary. Excludes 55,957 shares of Common Stock held by Mr. Valassis's
spouse, over which Mr. Valassis has no voting power or dispositive power, and as to which Mr.
Valassis disclaims beneficial ownership.
(4) Includes 741,320 shares of Common Stock held by Valassis Enterprises, L.P., of which the
general partners are Mr. Valassis' father, individually, and Franklin Enterprises, Inc., of which
Mr. Valassis is Vice President, 649,548 shares of Common Stock held pursuant to the trusts for which
Mr. Valassis acts either as beneficiary or co-trustee and immediately exercisable warrants to
purchase 51,250 shares of Common Stock held by Valassis Enterprises, L.P.
(5) Includes 741,320 shares of Common Stock held by Valassis Enterprises, L.P., of which the
general partners are Mr. Valassis' father, individually, and Franklin Enterprises, Inc., of which
Mr Valassis is President and Chief Executive Officer, 649,548 shares of Common Stock held pursuant
to three trusts for which Mr. Valassis acts either as beneficiary or co-trustee, and immediately
exercisable warrants to purchase 51,250 shares of Common Stock held by Valassis Enterprises, L.P.
Sole ownership includes an immediately exercisable option to purchase 1,500 shares of Common Stock.
(6) Based on Amendment No. 3, dated December 31, 1994, to the statement on Schedule 13G, filed
with the Commission on behalf of FMR Corp. FMR Corp. is an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940 and, because of affiliate relationships, may be
considered to share beneficial ownership of the shares of Common Stock with Edward C. Johnson, III,
Chairman of FMR Corp., and Fidelity Capital Appreciation Fund.
(7) Includes 117,540 shares of Common Stock held by a family corporation controlled by Mr.
Nelson, 2,200 shares of Common Stock held by Mr. Nelson's wife, and 385,405 shares controlled by Mr.
Nelson through revocable proxies.
</FN>
</TABLE>
<PAGE>
Management
The following table provides information as of April 11,
1995, with respect to beneficial ownership of the Common Stock by
each director and named executive officer of the Company,
individually, and by all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
Common Stock
----------------------------------
Number of Shares Percent of
Beneficially Owned(1) Class(2)
--------------------- ----------
<S> <C> <C>
Jay A. Bielfield(3) 13,250 *
Kenneth C. Coon(4) 204,927 1.4%
Edward W. Elliott, Jr.(5) 653,048 *
Greg D. Ewald(6) 13,150 *
William J. Gerber(7) 27,354 *
Richard C. Gibson 354,083 2.4
Robert W. Haney(8) 1,659 *
Joseph P. Hutelmyer(9) 8,243 *
Robert LeBuhn(10) 3,500 *
Georgia M. Mace(11) 24,070 *
George P. Mang(12) 7,933 *
Michael R. McCarthy(13) 180,076 1.2
John P. Nelson(14) 906,203 6.0
R. L. Richards(15) 82,591 *
Joseph G. Smith(16) 9,068 *
Thomas D. Stamm(17) 2,500 *
John R. Svoboda(18) 2,158 *
David L. Treadwell(19) 1,700 *
Doug T. Valassis(20) 1,448,163 9.6
--------- ----
All directors and officers
as a group (19 persons) 3,294,128 21.5%
_______________
<FN>
* Less than one percent.
(1) The column sets forth shares of Common Stock which are
deemed to be "beneficially owned" by the persons named under SEC
Rule 13d-3. Each of the persons in the table has sole voting and
investment power with respect to all shares beneficially owned by
him, except as described in the following footnotes.
(2) For purposes of calculating the percentage of Common
Stock beneficially owned by any beneficial owner, but only as to
such owner, the shares of Common Stock issuable to such person
under stock options or warrants exercisable within 60 days are
considered outstanding and added to the shares of Common Stock
actually outstanding.
(3) Includes 2,500 shares owned by Mr. Bielfield's spouse
and an immediately exercisable option to purchase 1,500 shares of
Common Stock.
(4) Includes 1,216 shares of Common Stock owned by Mr.
Coon's spouse, 9,631 shares of Common Stock held for Mr. Coon's
account by the trustee of the Employee Stock Ownership and Tax
Deferred Savings Plan ("KSOP"), 1,717 shares of Common Stock held
for Mrs. Coon's account by the trustee of the KSOP, and
immediately exercisable options to purchase 82,146 shares of
Common Stock.
(5) Includes 649,548 shares of Common Stock held in various
trusts for which the shareholder acts as a beneficiary, co-
trustee or both, and an immediately exercisable option to
purchase 1,500 shares of Common Stock.
(6) Includes 5,564 shares of Common Stock held by the
trustee of the KSOP for the account of Mr. Ewald, and immediately
exercisable options to purchase 5,625 shares of Common Stock.
(7) Includes 4,512 shares of Common Stock held by the
trustee of the KSOP for the account of Mr. Gerber, 60 shares of
Common Stock held by Mr. Gerber as custodian for his minor
children, and immediately exercisable options to purchase 21,250
shares of Common Stock.
(8) Includes 117 shares of Common Stock held by the trustee
of the KSOP for the account of Mr. Haney and immediately
exercisable options to purchase 1,250 shares of Common Stock.
(9) Includes 1,993 shares of Common Stock held by the
trustee of the KSOP for the account of Mr. Hutelmyer and
immediately exercisable options to purchase 6,250 shares of
Common Stock.
(10) Includes an immediately exercisable option to purchase
1,500 shares of Common Stock.
(11) Includes 5,592 shares of Common Stock held by the
trustee under the KSOP for the account of Ms. Mace and
immediately exercisable options to purchase 16,875 shares of
Common Stock.
(12) Includes immediately exercisable options to purchase
7,500 shares of Common Stock.
(13) Includes 69,366 shares of Common Stock held by Mr.
McCarthy's spouse, 77,138 shares of Common Stock owned by
McCarthy & Co., 4,080 shares of Common Stock held by McCarthy &
Co.'s 401(k) trust, 16,327 shares owned by McCarthy Group, Inc.,
800 shares of Common Stock in discretionary investment accounts
managed for clients and immediately exercisable options to
purchase 1,500 shares of Common Stock.
(14) See Note (7) under "Security Ownership of Certain
Beneficial Owners and Management -- Principal Shareholders."
(15) Includes 5,125 immediately exercisable warrants and an
immediately exercisable option to purchase 1,500 shares of Common
Stock.
(16) Includes 1,200 shares of Common Stock owned by Mr.
Smith's wife and an immediately exercisable option to purchase
1,250 shares of Common Stock.
(17) Includes an immediately exercisable option to purchase
2,500 shares of Common Stock.
(18) Includes 1,533 shares of Common Stock held by the
trustee of the KSOP for the account of Mr. Svoboda and an
immediately exercisable option to purchase 625 shares of Common
Stock.
(19) Includes an immediately exercisable option to purchase
1,500 shares of Common Stock.
(20) See Note (5) under "Security Ownership of Certain
Beneficial Owners and Management -- Principal Shareholders."
</FN>
</TABLE>
V. OTHER MATTERS
As of the date of this Proxy Statement, the Board of
Directors of the Company does not know of any matters to be
presented at the Annual Meeting other than those specifically set
forth in the Notice of Annual Meeting of Shareholders. However,
if other proper matters should come before the Annual Meeting, or
any adjournment thereof, the persons named in the enclosed Proxy
intend to vote the shares represented by all Proxies held by them
in accordance with their best judgment with respect to any such
matters.
________________________
Shareholders are urged to complete, sign and date the
enclosed Proxy and return it as promptly as possible in the
envelope enclosed for that purpose. The Proxy does not affect
the right to vote in person at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Donn E. Davis
Secretary
April 29, 1995
<PAGE>
ANNEX A
ACCEPTANCE INSURANCE COMPANIES INC.
AMENDED 1992 INCENTIVE STOCK OPTION PLAN
Statement of 1992 Incentive Stock Option Plan, dated
December 22, 1992, as amended May 25, 1995, for Acceptance
Insurance Companies Inc. (the "Company").
Whereas, the Board of Directors of the Company (the
"Board"), deem it in the best interests of the Company that
certain management personnel employed by the Company and by its
subsidiaries, and directors of the Company, be given the
opportunity to acquire a stake in the growth of the Company, as a
means of assuring their maximum effort and continued association
with the Company, and
Whereas, the Board believes the Company can best obtain
these and other benefits by granting incentive stock options to
designated employees and directors from time to time, pursuant to
Section 422 and related Sections of the Internal Revenue Code,
Now, therefore, the Board has adopted this 1992
Incentive Stock Option Plan (the "Plan"), and amendments thereto
effective May 25, 1995, effective upon approval of the
affirmative vote of the Company's shareholders.
1. Policy. The Company shall, from time to time,
grant options for sale of shares to management personnel employed
by it, and by subsidiary corporations of the Company, and to
directors of the Company, pursuant to the terms of this Plan.
The term "subsidiary corporation" means any corporation in which
the Company owns at least 50% of the voting shares, or any
corporation in a chain of corporations connected with the Company
through ownership of at least 50% of its voting shares by any
corporation in the chain.
2. Option Stock. Options under this Plan shall
pertain to authorized and unissued Common Stock of the Company,
par value $.40 per share (hereinafter "Option Shares"). The
total number of Option Shares available for option under this
Plan shall not exceed gross limit of 1,000,000 in the aggregate.
The Company shall at all times while this Plan is in force
reserve such number of shares of Common Stock as shall be
sufficient to satisfy the requirements of this Plan.
3. Participants. (a) For the purpose of this Plan,
the term "management personnel" shall be deemed to include only
the following full-time employees of the Company (the term
"employees" shall include employees of the Company or its
subsidiary corporations): Officers, Department Heads, Division
Managers and other employees determined by the Board to be Key
Employees of the Company. The Plan shall be administered by the
Compensation and Stock Option Committee of the Board (the
"Committee"), the members of which each shall be "disinterested
persons" within the meaning of Rule 16b-3(c)(2)(i) promulgated
under the Securities Exchange Act of 1934, as amended ("Exchange
Act"). From time to time the Committee, on recommendation of the
President or Chief Executive Officer of the Company, shall
designate from the employees of the Company those entitled to
participate in the Plan, and shall prescribe the extent and terms
of their participation, subject to the provisions of the Plan.
Such designation shall be made in the absolute discretion of the
Committee and shall be final without approval of the
shareholders. In designating participants the Committee shall
fix the number of shares to be optioned to designees in its
absolute discretion.
(b) Directors who are not full-time employees of
the Company ("Non-employee Directors") automatically shall
receive an option to purchase 1,500 shares upon initial election
and each re-election, unless the Non-employee Director elects six
months in advance not to receive an option (such automatic grant
being hereinafter referred to as the "Formula"); provided,
however, Formula grants shall not be made to a member of the
Committee if such grants would cause the recipient to no longer
be a "disinterested person" within the meaning of Rule 16b-3 of
the Exchange Act.
4. Price. The option price or prices of the Company's
Common Stock offered to any participant under this Plan shall be
determined by the Board in its absolute discretion at the time of
granting of an option; provided, however, that such price or
prices shall in no event be less than 100% of the fair market
value of the Common Stock on the date of granting of the option.
In the case of options granted to a person who owns more than 10%
of the voting power of the shares of the Company, or of the
parent or any subsidiary of the Company, the option price for the
Common Stock shall in no event be less than 110% of the fair
market value thereof on the date of the granting of the option.
For purposes hereof, the fair market value of the Common Stock
shall be the closing sales price on the New York Stock Exchange,
Inc., on the date nearest preceding the granting of the option.
In no event shall an option for Common Stock granted under this
Plan be deemed not to qualify as an incentive stock option,
within the meaning of Section 422 of the 1986 Internal Revenue
Code, by reason of the determination of the purchase price for
said shares, so long as the establishment of the fair market
value of such shares on the date of grant of the option shall
have been determined in good faith.
5. Time of Exercise. Except as to options granted to
Non-employee Directors, any option granted under this Plan shall
not be exercisable prior to the expiration of one year following
the date of the granting of such option to the particular
participant, and 25% of the total number of options shall vest
and shall become exercisable each year beginning one year from
the date of grant until fully vested. The option may be
exercised in whole or in part at any time, or from time to time
thereafter, until the expiration of the option. An option shall
expire ten years after the date of grant, except that options
granted to a person who owns more than 10% of the voting power of
the shares of the Company or of the parent or any subsidiary of
the Company, shall expire five years after the date of grant.
Options automatically granted to Non-employee Directors shall
vest and shall be exercisable immediately upon expiration of such
director's then current term as a director. With respect to
options granted to participants subject to Section 16 of the
Exchange Act, at least six months must elapse from the date of
acquisition of any option granted pursuant the Plan to the date
of disposition of the option (other than upon exercise or
conversion) or its underlying common stock.
6. Method of Granting. Whenever the Committee shall
designate a person for the receipt of an option, the Secretary
(or if the Secretary is himself the designee, the President) of
the Company shall forthwith send notice thereof to the designee,
in such form as the Board shall approve, stating the number of
shares optioned to such designee and the price per share, and
attaching a copy of this Plan. The date of action by the
Committee or the Board shall be the date of the granting of the
option to such participant for all purposes of this Plan. The
notice may be accompanied by an option agreement to be signed by
the Company and by the participant if the Board shall so direct,
which shall be in such form and shall contain such provisions as
the Board shall deem advisable.
7. Adjustments of Option Stock. (a) If at any time,
or from time to time, after the grant but prior to the exercise
of all or any part of an option under this Plan, the Company
shall affect a subdivision or combination of Common Stock, into a
greater or smaller number of shares, or a reclassification of
such Common Stock into shares of another class or into
securities, or the Company shall be consolidated or merged with
any other corporation, then there shall be thereafter deliverable
by the Company, or by the corporation surviving a merger or
consolidation, upon any exercise of such option, in lieu of such
Common Stock and for the same price, such shares and securities
as shall have been substituted for the Common Stock in connection
with such subdivision, combination, reclassification,
consolidation or merger. Such substituted shares or securities
shall be deemed Option Shares for the purposes of this plan.
(b) If at any time, or from time to time, after
the grant but prior to the exercise of all or any part of the
options under this Plan, the Board shall declare in respect of
the Company's Common Stock any dividend payable in shares of the
Company of any class, then there shall be deliverable upon any
exercise thereafter of any option under this Plan, in addition to
each Option Share and for no additional price, such additional
share or shares as shall have been distributable as a result of
such share dividend in respect of an Option Share; except that
fractional shares shall not be so deliverable. Any such share
dividend shall be deemed part of the Option Shares for purposes
of this Plan.
8. Assignments. Any option granted under this Plan
shall be exercisable only by the participant to whom granted
during his or her lifetime, and shall not be assignable or
transferrable otherwise than by will or by the laws of descent
and distribution.
9. Severance, Death, Retirement. (a) Employee
Participants. In the event that an employee participant shall
cease to be employed by the Company for any reason except death
or retirement, any option or options theretofore granted to him
or her under this Plan which shall not have been exercised, shall
be exercisable within three months after termination of his or
her employment. In the event an employee participant dies, or
retires, while employed by the Company, any option or options
theretofore granted to him or her under this Plan which shall not
have been exercised shall be exercisable until the expiration of
such options as provided in Section 5 hereof.
(b) Director Participants. In the event that a
director participant shall cease to be a director of the Company
for any reason except death, any option or options theretofore
granted to him or her under this Plan which shall not have been
exercised shall be exercisable within three months after
expiration of his or her term as a director. In the event that a
director participant shall cease to be a director of the Company
because of death, any option or options theretofore granted to
him or her under this Plan which shall not have been exercised
shall be exercisable until the expiration of such options as
provided in Section 5 hereof.
(c) Exercise in the Event of Death. In the event
of the death of any participant while employed by, or a director
of, the Company, any option or options theretofore granted to him
or her under this Plan which shall not have been exercised shall
be exercisable by the estate or heirs of such participant.
10. Manner of Exercise. Whenever an option is granted
under this Plan in respect of Option Shares, such shares may be
purchased by written notice of election delivered prior to the
expiration of the option to the Company at its principal office
by registered or certified mail, stating the number of shares
with respect to which the option is being exercised and
specifying a date, not less than five nor more than fifteen days
after the date of such notice, on which the shares will be taken
and payment made for them.
The shares being purchased may be paid for (a) in cash,
or (b) by delivery to the Company of whole shares of Common Stock
(including previously owned shares and shares acquired upon
partial exercise of the option) evidenced by negotiable stock
certificates duly endorsed for transfer in blank and not subject
to any applicable restrictions on transfer, valued for such
purpose at the highest sales price of the Common Stock as
reported on the New York Stock Exchange Composite Listing for the
day immediately preceding the date of exercise, or if there were
no sales on such date, on the next preceding date on which there
were such sales, or (c) any combination of the foregoing.
11. Closing. On the date specified in the notice of
election referred to above, or an adjourned date provided for
later in this paragraph, the Company shall deliver or cause to be
delivered to the participant certificates for the number of
shares with respect to which the option is being exercised,
against payment for them. Delivery of the shares may be made at
the principal office of the Company or at the office of a
transfer agent appointed for the shares of the Company. No
shares shall be issued until full payment for them has been made
in accordance with Section 10 hereof; and a participant has none
of the rights of a shareholder until the shares are issued as
herein provided. In the event of any failure to take up and pay
for the number of shares specified in the notice of election on
the date stated on it, or an adjourned date, the option shall
become inoperative as to such number of shares, but shall
continue with respect to any remaining shares covered by the
option and not yet acquired pursuant to it. If any law, or any
regulation of the Securities and Exchange Commission or of any
other body having jurisdiction, shall require the Company or the
participant to take any action in connection with the shares
specified in the notice of election, then the date specified
therein for the delivery of the shares shall be adjourned until
the completion of the necessary action.
12. Securities Registration. The Company shall (a)
register the shares underlying options granted hereunder under
the Securities Act of 1933 on Form S-8, or other appropriate form
of registration statement, (b) qualify such shares where required
under state securities laws, and (c) cause such shares to be
listed on the New York Stock Exchange, Inc.
13. Amendment and Discontinuance. The Plan shall
terminate on December 22, 2002, and an option shall not be
granted after that date. The Board may alter, suspend, or
discontinue this Plan; provided, however, that: (1) the Board
shall not, without the written consent of the holders of options,
alter or impair unexercised options that may have been previously
granted under this Plan, except insofar as a merger or
consolidation of the Company, or a termination of employment or
directorship of a participant, or a liquidation or dissolution
shall effect a cancellation of an option under the terms of
paragraphs 7 or 14 hereof; and (2) that the Formula shall not be
amended more than once every six (6) months, except an amendment
necessary to comport the Plan with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the
rules and regulations promulgated thereunder.
14. Liquidation. Upon the complete liquidation of the
Company, any unexercised options previously granted under this
Plan shall be deemed canceled. In the event of the complete
liquidation of a subsidiary corporation, or in the event that
such corporation ceases to be a subsidiary corporation as that
term is defined in paragraph 1 above, any unexercised options
previously granted to participants employed by such corporation
shall be deemed canceled unless such participants shall become
employed by the Company or by any other subsidiary corporation
upon the occurrence of such event.
15. Shareholder Approval. This Plan is subject to the
approval of the shareholders of the Company by an affirmative
vote of the holders of a majority of the votes cast at a meeting
of such shareholders.
16. Securities Laws. Anything to the contrary herein
notwithstanding, the Company's obligation to deliver stock
pursuant to an option is subject to compliance with federal and
state securities laws, rules and regulations applying to the
authorization, issuance or sale of securities, and applicable
stock exchange requirements, as the Company deems necessary or
advisable. The Company shall not be required to sell or deliver
stock pursuant hereto unless and until it receives satisfactory
assurance that the issuance or transfer of such shares will not
violate any of the provisions of the Securities Act of 1933 or
the Exchange Act or the rules and regulations of the Securities
and Exchange Commission promulgated thereunder, or the rules and
regulations of any stock exchange on which the securities are
traded, or the provision of any state securities law, or that
there have been compliance with the provisions of such act,
rules, regulations and state laws.
With respect to persons subject to Section 16 of the
Exchange Act, transactions under this Plan are intended to comply
with all applicable conditions of Rule 16b-3 or its successors
under the Exchange Act. To the extent any provision of the Plan
or action by the plan administrators fails to comply, it shall be
deemed null and void, to the extent permitted by law and deemed
advisable by the plan administrators.
17. Effect on Employment and Services. Neither the
adoption of the Plan, nor the granting of any Incentive Stock
Option under the Plan shall be deemed to create any right in any
individual to be retained or continued in the employment or
services of the Company or its subsidiaries.
IN WITNESS WHEREOF, this Amendment to the 1992
Incentive Stock Option Plan has been approved by the Board of
<PAGE>
Directors of Acceptance Insurance Companies Inc. and is hereby
executed as of the 23rd day of March, 1995.
ACCEPTANCE INSURANCE COMPANIES
INC.
/s/ Kenneth C. Coon
By _______________________________
Kenneth C. Coon
Chairman and Chief Executive
Officer
<PAGE>
PROXY
ACCEPTANCE INSURANCE COMPANIES INC.
ANNUAL MEETING OF SHAREHOLDERS
May 25, 1995
The undersigned, a shareholder of Acceptance Insurance
Companies Inc. (the "Company"), hereby appoints Kenneth C. Coon
and Donn E. Davis, and each of them, attorneys, agents and
proxies, with full power of substitution to each, for and in the
name of the undersigned to vote, as designated below, all shares
of Common Stock of the Company which the undersigned would be
entitled to vote at the Annual Meeting of shareholders of the
Company to be held at the Marriott Hotel, 10220 Regency Circle,
Omaha, Nebraska, on May 25, 1995, at 10:00 a.m., Local Time, and
at any adjournments thereof.
(1) ELECTION OF DIRECTORS
Nominees: Jay A. Bielfield, Kenneth C. Coon, Edward W.
Elliott, Jr., Robert LeBuhn, Michael R. McCarthy,
John P. Nelson, R. L. Richards, David L.
Treadwell, Doug T. Valassis
[ ] FOR all nominees [ ] WITHHOLD AUTHORITY to
(except those whose to vote for all nominees
names are written on listed above.
the line below.)
_________________________________________________________________
(2) AMENDMENT TO 1992 FOR [ ] AGAINST [ ] ABSTAIN [ ]
INCENTIVE STOCK
OPTION PLAN
(3) RATIFICATION OF FOR [ ] AGAINST [ ] ABSTAIN [ ]
APPOINTMENT OF
DELOITTE & TOUCHE
LLP AS THE
COMPANY'S PRINCIPAL
INDEPENDENT PUBLIC
ACCOUNTANTS
(4) AMENDMENT TO FOR [ ] AGAINST [ ] ABSTAIN [ ]
RESTATED CERTIFICATE
OF INCORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND, 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 THE ELECTION OF THE NOMINEES FOR
DIRECTORS NAMED HEREIN AND FOR ALL OTHER PROPOSALS SUBMITTED TO
THE SHAREHOLDERS IN THIS PROXY. THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES
FOR DIRECTOR AND FOR ALL OTHER PROPOSALS SUBMITTED TO THE
SHAREHOLDERS IN THIS PROXY. IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING, INCLUDING THE ELECTION OF ANY PERSON TO THE
BOARD OF DIRECTORS WHERE A NOMINEE NAMED IN THE PROXY STATEMENT
IS UNABLE TO SERVE, OR, FOR GOOD CAUSE, WILL NOT SERVE.
<PAGE>
PROXY NO. SHARES
The undersigned acknowledges receipt of the Notice of Annual
Meeting of shareholders and the Proxy Statement dated April 29,
1995 and ratifies all that the proxies or any of them or their
substitutes may lawfully do or cause to be done by virtue hereof
and revokes all former proxies.
Please sign exactly as your name appears below and mail
promptly even though you plan to attend the Annual Meeting.
When shares are 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 an authorized person.
Dated: ___________________________
__________________________________
Signature
__________________________________
Title
__________________________________
Signature of Joint Owner, if any
__________________________________
Please mark, sign, date and return
this proxy card promptly using the
enclosed envelope. Shareholders
should not send any stock certifi-
cates with their proxy cards.
