<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:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CWM MORTGAGE HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $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:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF CWM MORTGAGE HOLDINGS, INC.] April 3, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of CWM
Mortgage Holdings, Inc. (the "Company"). The meeting will be held on May 17,
1995 at 10:00 a.m. at the Pasadena Hilton, 150 South Los Robles, Pasadena,
California. The formal notice and proxy statement for this meeting are attached
to this letter.
We hope you can attend the Annual Meeting. It is important that you sign,
date and return your proxy as soon as possible, even if you currently plan to
attend the meeting. You may still attend the Annual Meeting and vote in person
if you desire, but returning your proxy card now will assure that your vote is
counted if you are unable to attend. Your vote, regardless of the number of
shares you own, is important. We urge you to indicate your approval by voting
FOR the matters indicated in the notice.
On behalf of the Board of Directors, I thank you for your cooperation.
Sincerely,
/s/ DAVID S. LOEB
------------------------------------
David S. Loeb
Chairman of the Board
<PAGE>
CWM MORTGAGE HOLDINGS, INC.
35 NORTH LAKE AVENUE
P.O. BOX 7211
PASADENA, CALIFORNIA 91109-7311
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 1995
----------------
To the Stockholders of CWM MORTGAGE HOLDINGS, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of CWM
Mortgage Holdings, Inc. (the "Company") will be held at the Pasadena Hilton,
150 South Los Robles, Pasadena, California on May 17, 1995 at 10 a.m., Los
Angeles time, for the following purposes:
1. To elect the Board of Directors for the ensuing year;
2. To approve an amendment to the Company's Certificate of Incorporation
to increase the authorized number of shares of Common Stock from 60 million
to 100 million shares;
3. To approve the selection by the Board of Directors of Grant Thornton
as independent accountants for the Company for the year ending December 31,
1995; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors of the Company has selected March 24, 1995 as the
record date for the Annual Meeting. Only those stockholders of record at the
close of business on that date will be entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ RICHARD H. WOHL
-----------------------------------
Richard H. Wohl
Secretary
APRIL 3, 1995
<PAGE>
CWM MORTGAGE HOLDINGS, INC.
35 NORTH LAKE AVENUE
P.O. BOX 7211
PASADENA, CALIFORNIA 91109-7311
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 1995
This Proxy Statement is furnished to stockholders of CWM Mortgage Holdings,
Inc. (the "Company") in connection with the solicitation by the Board of
Directors of the Company of proxies to be voted at the 1995 Annual Meeting of
Stockholders (the "Annual Meeting") to be held at the Pasadena Hilton, 150
South Los Robles, Pasadena, California on May 17, 1995, at 10 a.m. or at any
adjournment thereof. The Company expects to mail the proxy solicitation
materials for the Annual Meeting on or about April 7, 1995.
The principal solicitation of proxies is being made by mail. However,
certain officers, directors and employees of the Company, none of whom will
receive additional compensation therefor, may solicit proxies by telegram,
telephone or other personal contact. The Company has retained Morrow & Co.,
Inc. to assist in the solicitation of proxies for an estimated fee of $6,000
plus reimbursement for certain expenses. The Company will bear the cost of the
solicitation of the proxies, including postage, printing and handling, and
will reimburse brokerage firms and other record holders of shares beneficially
owned by others for their reasonable expenses incurred in forwarding
solicitation material to beneficial owners of shares.
A stockholder may revoke his or her proxy at any time before it is voted by
delivering a later dated signed proxy or other written notice of revocation to
the Company. Any stockholder present at the Annual Meeting may also withdraw
his or her proxy and vote in person on each matter brought before the Annual
Meeting. All shares represented by each properly signed and returned proxy in
the accompanying form, unless revoked, will be voted at the Annual Meeting or
at any adjournment thereof, in accordance with the instructions thereon. If no
instructions are given, the shares will be voted in favor of Proposals One
through Three described herein.
Votes cast in person or by proxy at the meeting will be tabulated by the
inspector of elections appointed for the meeting. In accordance with Delaware
law, abstentions and "broker non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares as to a matter with
respect to which the brokers or nominees do not have discretionary power to
vote) will be treated as present for purposes of determining the presence of a
quorum. For purposes of determining approval of a matter presented at the
meeting, abstentions will be deemed present and entitled to vote and will,
therefore, have the same legal effect as a vote "against" a matter presented
at the meeting. Broker non-votes will be deemed not entitled to vote on the
subject matter as to which the non-vote is indicated and will, therefore, have
no legal effect on the vote on that particular matter.
Only holders of the Company's shares of common stock, par value $.01 per
share (the "Common Stock"), are entitled to vote at the Annual Meeting. Each
holder of record of Common Stock at the close of business on March 24, 1995 is
entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. On that date, there were shares of Common Stock
outstanding and entitled to one vote per share.
1
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company currently has five directors. The five current directors are
nominees for election as directors to serve until the next annual meeting after
their election and until their successors are elected and have qualified. In
the absence of contrary instructions, it is the intention of the persons named
in the accompanying proxy to vote for the nominees listed below. In the event
any nominee becomes unavailable for any reason, an event the Board of Directors
does not anticipate, the proxies will be voted for the election of the person,
if any, who is designated by the Board of Directors to replace the nominee.
The Bylaws of the Company provide that the majority of the members of the
Board of Directors and any committee of the Board of Directors will at all
times be "Unaffiliated Directors," defined as persons who are not "Affiliates"
of Countrywide Asset Management Corporation (the "Manager"), the Company's
manager and a wholly owned subsidiary of Countrywide Credit Industries, Inc.
("Countrywide Credit"). The term "Affiliate" of another person is defined in
the Company's Bylaws to mean any person directly or indirectly owning,
controlling, or holding with power to vote 5% or more of the outstanding voting
securities of such other person or of any person directly or indirectly
controlling, controlled by or under common control with such other person; any
person 5% or more of whose outstanding voting securities are directly or
indirectly owned, controlled or held with power to vote by such other person;
any person directly or indirectly controlling, controlled by or under common
control with such other person, and any officer, director, partner or employee
of such other person. The term "person" includes a natural person, a
corporation, partnership, trust, company or other entity.
The following table sets forth certain information regarding each of the
nominees and the stock ownership of certain named executive officers:
<TABLE>
<CAPTION>
YEAR SHARES OF COMMON
FIRST STOCK OWNED PERCENT
BECAME A BENEFICIALLY AS OF
NAME AGE DIRECTOR OF MARCH 1, 1995(1)(2) CLASS
---- --- -------- ---------------------- -------
<S> <C> <C> <C> <C>
David S. Loeb................... 71 1985 255,600(3) *
Angelo R. Mozilo................ 56 1985 175,431(4) *
Lyle E. Gramley(5).............. 68 1993 60,425(6) *
Thomas J. Kearns(5)............. 56 1990 102,000 *
Frederick J. Napolitano(5)...... 65 1985 166,400 *
Michael W. Perry................ -- -- 85,000 *
Richard H. Wohl................. -- -- -- --
Carmella L. Grahn............... -- -- -- --
Kellie A. Johnson............... -- -- 1,500 *
S. Blair Abernathy(7)........... -- -- -- --
Steven F. Skolnik(7)............ -- -- 10,000 *
All directors and named execu-
tive officers as a group (11
persons)....................... 856,356 2.1%
</TABLE>
Footnotes appear on next page
2
<PAGE>
- --------
* Less than one percent of class.
(1) Unless otherwise indicated, sole voting and investment power.
(2) Includes shares which may be purchased through stock options exercisable
within 60 days of March 1, 1995 held by the following persons: Mr. Loeb,
25,000 shares; Mr. Mozilo, 55,000 shares; Mr. Kearns, 40,000 shares; Mr.
Napolitano, 25,000 shares; Mr. Perry, 80,000 shares; all directors and
executive officers as a group, 225,000.
(3) Includes 5,000 shares owned by Heidi Loeb, the wife of David Loeb.
(4) Includes 1,000 shares owned by Phyllis Mozilo, the wife of Angelo Mozilo,
as to which shares he disclaims any beneficial interest.
(5) Unaffiliated Director.
(6) Includes 9,425 shares owned by Marlys Gramley, the wife of Lyle Gramley.
(7) Not an executive officer of the Company as of December 31, 1994, but
included herein because he is a "named executive officer" for purposes of
the Securities and Exchange Commission's ("SEC") proxy solicitation rules.
David S. Loeb has been Chairman of the Board of Directors and Chief Executive
Officer of the Company since its formation in July 1985. He is co-founder of
Countrywide Credit and has been President and Chairman of Countrywide Credit
since its formation in March 1969. Mr. Loeb also serves as Chief Executive
Officer of the Manager, a wholly owned subsidiary of Countrywide Credit, and as
Chairman of Countrywide Funding Corporation ("CFC"), a subsidiary of
Countrywide Credit which is engaged in certain transactions with the Company.
In addition, Mr. Loeb serves as Chairman of Independent National Mortgage
Corporation ("INMC"), an affiliate of the Company.
Angelo R. Mozilo has been President of the Company since its formation and a
Director since October 31, 1985. He has been Vice Chairman of the Board of
Directors since 1993. He is co-founder of Countrywide Credit and has been Vice
Chairman of the Board of Directors and Executive Vice President of Countrywide
Credit since its formation in March 1969. Mr. Mozilo serves as Chairman of the
Board of the Manager. Mr. Mozilo has served since 1978 as President of CFC and,
since 1994, has served as Chief Executive Officer of CFC. In addition, Mr.
Mozilo serves as Vice Chairman of INMC.
Lyle E. Gramley became a director of the Company in January 1993. He is a
former member of the Board of Governors of the Federal Reserve System. Since
September 1985, he has been employed by the Mortgage Bankers Association of
America as its chief economist and more recently as a consulting economist, and
during that period he has also been self-employed as an economic consultant. He
also serves on the Board of Trustees of the following mutual funds distributed
by Dreyfus Service Corporation: Cash Management, Cash Management Plus, Inc.,
Government Cash Management, Treasury Cash Management, Treasury Prime Cash
Management, Tax Exempt Cash Management, Municipal Cash Management Plus and New
York Municipal Cash Management.
Thomas J. Kearns has been a director of the Company since June 1990. He is
President of Thomas J. Kearns Inc., a financial consulting firm, and has been
in the securities business for 30 years. He spent approximately 16 years with
Merrill Lynch Capital Markets as a First Vice President and he was a Managing
Director of Commonwealth Associates from April 1994 to February 1995. Mr.
Kearns serves on the Board of Directors of Jameson Inns, Inc., a hotel real
estate investment trust, and Far West Realty Fund, Inc., an industrial real
estate investment trust.
3
<PAGE>
Frederick J. Napolitano has been a director of the Company since its
inception and has been Chairman of the Board of Pembroke Enterprises, Inc., a
real estate development company located in Virginia, since 1973. He was also a
Director of Home Mortgage Access Corporation and serves on the board and
executive committee of the National Association of Home Builders and was
President of the National Association of Home Builders in 1982. He served on
the Federal Home Loan Bank Board Advisory Council from 1983 to 1985, Federal
Home Loan Mortgage Corporation Advisory Committee from 1981 to 1983, Federal
National Mortgage Association Advisory Board from 1984 to 1985, was chairman of
the Hampton Roads Chamber of Commerce in 1989, and is a member of the
Industrial Development Services Advisory Board for the Commonwealth of
Virginia.
Two of the five directors listed above are also officers of the Company and
three are Unaffiliated Directors. A majority of the votes cast at the Annual
Meeting, at which a quorum is present, is sufficient to elect a director.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR EACH OF THE
NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY OTHERWISE.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 1994, the Board of Directors held
eight meetings, in person or by telephone. Each Board member attended 75% or
more of the Board and applicable committee meetings held during the fiscal year
ended December 31, 1994.
The Audit Committee of the Board of Directors consults with and reviews
reports and recommendations of the Company's independent certified public
accountants and reports thereon to the Board. The Audit Committee held one
meeting during the fiscal year ended December 31, 1994. This committee consists
of Messrs. Gramley, Kearns and Napolitano.
The Compensation Committee of the Board of Directors administers the
Company's Stock Option Plans as well as the Company's Deferred Compensation
Plan and Loan Plans. The Compensation Committee held four meetings during the
fiscal year ended December 31, 1994. This committee consists of Messrs.
Gramley, Kearns and Napolitano.
The Board of Directors does not have a nominating committee.
4
<PAGE>
EXECUTIVE OFFICERS
The executive officers of the Company are:
<TABLE>
<CAPTION>
NAME AGE OFFICE OFFICER SINCE
---- --- ---------------------------- -------------
<C> <C> <S> <C>
David S. Loeb............... 71 Chairman of the Board of 1985
Directors and Chief
Executive Officer
Angelo R. Mozilo............ 56 Vice Chairman of the Board 1985
of Directors and President
Michael W. Perry............ 32 Executive Vice President and 1993
Chief Operating Officer
Richard H. Wohl............. 36 Senior Vice President, 1994
Secretary and General
Counsel
Carmella L. Grahn........... 31 Senior Vice President and 1993
Chief Accounting Officer
Kellie A. Johnson........... 33 Senior Vice President/Sales 1994
and Marketing
</TABLE>
David S. Loeb has been Chairman of the Board of Directors and Chief Executive
Officer of the Company since its formation in July 1985. He is co-founder of
Countrywide Credit and has been Chairman and President of Countrywide Credit
since its formation in March 1969. Mr. Loeb also serves as Chief Executive
Officer of the Manager, and as Chairman of CFC. In addition, Mr. Loeb serves as
Chairman of INMC.
Angelo R. Mozilo has been President of the Company since its formation and a
Director since October 31, 1985. He has been Vice Chairman of the Board of
Directors since 1993. He is co-founder of Countrywide Credit and has been Vice
Chairman of the Board of Directors and Executive Vice President of Countrywide
Credit since its formation in March 1969. Mr. Mozilo serves as Chairman of the
Board of the Manager. Mr. Mozilo has served since 1978 as President of CFC and,
since 1994, has served as Chief Executive Officer of CFC. In addition, Mr.
Mozilo serves as Vice Chairman of INMC.
Michael W. Perry is currently Executive Vice President and Chief Operating
Officer of the Company, and President and Chief Executive Officer of INMC. Mr.
Perry has been with the Company since January 1993 and has direct
responsibility for the management of the Company and its subsidiaries. From May
1987 to December 1992, he served as Senior Executive Vice President in charge
of the Mortgage Banking Division of Commerce Security Bank. He has 11 years of
business experience with financial institutions, real estate firms and mortgage
banking companies, including four years as a certified public accountant with
KPMG Peat Marwick LLP.
Richard H. Wohl is currently Senior Vice President, General Counsel and
Secretary for the Company and Executive Vice President, General Counsel and
Secretary for each of the Company's subsidiaries. Prior to joining the Company
in April 1994, Mr. Wohl was a senior associate at Morrison & Foerster in Los
Angeles. In that capacity, he worked extensively in the institutional lending
and corporate areas, and represented a number of major warehouse lenders and
other financial institutions in the mortgage banking industry. Mr. Wohl
graduated with distinction from Stanford University and received his J.D. from
the Harvard Law School, where he was an editor of the Harvard Law Review.
5
<PAGE>
Carmella L. Grahn is currently Senior Vice President, Chief Accounting
Officer of the Company and Executive Vice President, Chief Accounting Officer
of each of the Company's subsidiaries. Ms. Grahn is responsible for treasury,
accounting, financial reporting, taxes, human resources and the implementation
and evaluation of internal controls. Prior to joining the Company in October
1993, Ms. Grahn worked for Price Waterhouse as a certified public accountant
and audit manager. She also served as Senior Vice President and Chief Financial
Officer of Olympic National Bank, a publicly held bank with assets of $150
million.
Kellie A. Johnson is currently Senior Vice President of Sales and Marketing
for the Company and Executive Vice President of Sales and Marketing for each of
the Company's operating subsidiaries. The sales and marketing group is made up
of 10 national account managers, 3 sales and marketing associates and 6 client
service representatives responsible for marketing INMC and warehouse and
construction lending products. Prior to joining the Company in March 1993, Ms.
Johnson was Assistant Vice President and Builder Division Manager for Cypress
Financial Corporation in northern California. Ms. Johnson also held various
production positions at North American Mortgage Company. Ms. Johnson has over
11 years experience in the mortgage industry and is a licensed mortgage broker
in the state of California.
EXECUTIVE COMPENSATION
DIRECTOR COMPENSATION
Each director is paid an annual retainer of $27,500 plus $300 for each
meeting attended in person and is reimbursed for related expenses. On June 1,
1994, each Unaffiliated Director and Messrs. Loeb and Mozilo, who are both
officers of the Company, received a grant of stock options for 30,000 shares,
each at an exercise price of $8.00 per share. These options will become
exercisable one year after the grant date.
Effective July 21, 1986, the Board of Directors adopted a deferred
compensation plan allowing payment of directors' fees to be deferred until the
following year. No directors' fees earned in the fiscal year ended December 31,
1994 were deferred until 1995.
GENERAL
The Company has no salaried employees. Beginning in 1993, the Company agreed
to reimburse the Manager for operating expenses, including personnel costs,
incurred by the Manager in operating the Company's business. See "Related Party
Transactions."
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
---------------------
ANNUAL COMPENSATION AWARDS
----------------------- ---------------------
NAME AND SECURITIES UNDERLYING
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)
- ------------------ ---- ---------- --------- ---------------------
<S> <C> <C> <C> <C>
David S. Loeb.......................... 1994 $ 27,500(1) -- 30,000
Chairman of the Board and CEO 1993 $ 27,500(1) -- 25,000
1992 $ 27,500(1) -- 25,000
Michael W. Perry(2).................... 1994 $275,000 -- (3) 120,000
Executive Vice President and Chief
Operating Officer 1993 $250,000 $200,000 20,000
Richard H. Wohl(2)(4).................. 1994 $103,385 -- (3) 10,000
Senior Vice President,
Secretary and General Counsel
Carmella L. Grahn(2)................... 1994 $ 96,667(5) $ 4,000(6) 10,000
Senior Vice President and Chief
Accounting Officer
Kellie A. Johnson(2)................... 1994 $ 92,647 $307,885(7)(8) 10,000
Senior Vice President, Sales and
Marketing
S. Blair Abernathy(2)(9)(10)........... 1994 $117,205 -- (3) 10,000
Senior Vice President, Secondary
Marketing
Steven F. Skolnik(2)(10)............... 1994 $136,667 $ 54,167(8) --
Senior Vice President, National
Account Manager, INMC
</TABLE>
- --------
(1) Mr. Loeb is a director and officer of the Company. The amounts in this
column represent fees paid for his services as a director of the Company.
(2) Messrs. Perry, Wohl, Abernathy and Skolnik, and Ms. Grahn and Ms. Johnson
are officers of the Company and/or INMC, but employees of the Company's
Manager who pays their compensation. The Company reimburses the Manager
for its operating expenses, including the salaries and bonuses paid to
these individuals. See "Related Party Transactions."
(3) Amount of bonus was not determined as of March 31, 1995.
(4) Employed by the Company beginning in April 1994, so the annual
compensation listed does not reflect total annual salary.
(5) Does not include $1,000 earned under the employee referral program.
(6) Represents bonus paid during 1994, but does not include a portion of her
bonus which was not determined as of March 31, 1995.
(7) Includes $51,743 of compensation deferred until January 1995.
Footnotes appear on next page
7
<PAGE>
(8) Includes bonus and sales commission paid during 1994, but does not include
a portion of his/her bonus which was not determined as of March 31, 1995.
(9) Employed by the Company beginning in February, 1994, so the annual
compensation listed does not reflect total annual salary.
(10) Not an executive officer of the Company as of December 31, 1994, but
included herein because he is a "named executive officer" for purposes of
the SEC's proxy solicitation rules.
STOCK OPTION PLANS
General. Pursuant to the Company's 1985 Stock Option Plan (the "1985 Plan")
and 1994 Stock Incentive Plan (the "1994 Plan") (the 1985 Plan and the 1994
Plan are collectively referred to herein as the "Stock Option Plans"), stock
options may be granted to directors and officers of the Company, among others.
STOCK OPTION GRANTS IN FISCAL YEAR 1994
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED EXERCISE
UNDERLYING OPTIONS TO EMPLOYEES PRICE EXPIRATION GRANT DATE
NAME GRANTED(#) IN FISCAL YEAR ($/SHARE)(8) DATE PRESENT VALUE(9)
---- ------------------ --------------- ------------ ---------- ----------------
<S> <C> <C> <C> <C> <C>
David S. Loeb........... 30,000(1) 9% $8.0000 6/1/99 $42,450
Michael W. Perry........ 20,000(2) 6% $10.7500 2/24/99 $35,540
40,000(3) 12% $7.3125 7/11/99 $52,880
40,000(4) 12% $7.3125 7/11/99 $52,880
20,000(5) 6% $7.3125 7/11/99 $26,440
Richard H. Wohl......... 10,000(6) 3% $7.5000 5/17/99 $13,210
Carmella L. Grahn....... 10,000(7) 3% $8.5625 12/12/99 $16,180
Kellie A. Johnson....... 10,000(7) 3% $8.5625 12/12/99 $16,180
S. Blair Abernathy...... 10,000(6) 3% $7.5000 5/17/99 $13,210
Steven F. Skolnik....... -- -- -- -- --
</TABLE>
- --------
(1) Options were granted on June 1, 1994 and become exercisable on the first
anniversary of the grant date, except in the event of a "Change of
Control" as defined in the 1985 Plan. Upon a Change in Control, all
options become immediately exercisable. As a director, Mr. Loeb may only
exercise his options during periods beginning on the third business day
following the date of release by the Company of quarterly or annual
summary statements of earnings and ending on the eighteenth business day
following such release.
(2) Option was granted on February 24, 1994 and became exercisable on the
first anniversary of the grant date.
(3) Option was granted on July 11, 1994 and became exercisable on December 31,
1994.
(4) Option was granted on July 11, 1994 and becomes exercisable the later of
December 31, 1995 or following two consecutive quarters in which the
Company earns in excess of $.25 per share in each such quarter.
(5) Option was granted on July 11, 1994 and becomes exercisable the later of
December 31, 1996 or following two consecutive quarters in which the
Company earns in excess of $.30 per share in each such quarter.
(6) Options were granted on May 17, 1994 and become exercisable on the first
anniversary of the grant date.
Footnotes appear on next page
8
<PAGE>
(7) Options were granted on December 12, 1994 and become exercisable on the
first anniversary of the grant date.
(8) The exercise price is the market value (defined as the average of the high
and low stock prices on the New York Stock Exchange) on the date of grant.
(9) The present value of the options as of the grant date was calculated using
the Black-Scholes options pricing model which has been modified to consider
estimated cash dividends to be paid. The assumptions used in the model
were: expected volatility of .35%, risk-free rate of return (approximately
equal to the five year Treasury rate at the grant date) of 5.65%-7.83%,
dividend yield of 9% and time to exercise of five years. No discounting was
done to account for non-transferability or vesting. The actual value, if
any, an executive officer may realize will depend on the excess of the
stock price over the exercise price on the date the option is exercised.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1994
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END(#) AT FY-END($)
SHARES ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE(#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David S. Loeb........... 0 $ 0 25,000 30,000 $ 57,813 $15,000
Michael W. Perry........ 0 $ 0 80,000 60,000 $101,250 $71,250
Richard H. Wohl......... 0 $ 0 0 10,000 $ 0 $10,000
Carmella L. Grahn....... 0 $ 0 0 10,000 $ 0 $ 0
Kellie A. Johnson....... 0 $ 0 0 10,000 $ 0 $ 0
S. Blair Abernathy...... 0 $ 0 0 10,000 $ 0 $10,000
Steven F. Skolnik....... 10,000 $33,750 0 0 $ 0 $ 0
</TABLE>
Loan Plan. The Board of Directors has adopted a Loan Plan (the "Loan Plan")
under which loans may be made to officers and directors of the Company in
connection with the exercise of stock options granted under the 1985 Plan.
Under the Loan Plan, the principal of any loan may not exceed the purchase
price required to be paid to the Company upon the exercise of one or more
options, less $.01 per share purchased upon such exercise, and any loan
proceeds must be paid directly to the Company in connection with the exercise
of such options. Loans may be extended for a period of five years, at an
interest rate which is set by the Compensation Committee and is, at the option
of the borrower, either fixed for the term of the loan or adjustable annually
by the Compensation Committee, with such interest rate to be at all times at
least sufficient to avoid imputed interest under the Internal Revenue Code of
1986, as amended (the "Code"). The loans under the Loan Plan are recourse loans
and are secured by pledges of the Common Stock purchased upon the exercise of
the stock options to which they relate. In the event of the sale or transfer of
any of the shares of Common Stock pledged as security, except under certain
limited conditions, the unpaid principal balance and accrued interest shall
become immediately due and payable to the extent of the proceeds (net of
brokerage fees) realized from such sale or transfer. The principal and interest
on the loans made under the Loan Plan are payable quarterly, with any dividends
paid on the pledged stock being applied against such installments. To the
extent that a dividend for any quarter is insufficient to pay the accrued
interest for a quarterly installment, the difference is added to the principal
of the loan, and to the extent a quarterly dividend is insufficient to pay a
quarterly installment of principal, the difference is payable at the end of the
term of the loan.
9
<PAGE>
The following table sets forth information relating to loans made by the
Company to certain executive officers and directors of the Company under the
Loan Plan in connection with the exercise of stock options under the 1985
Plan.
<TABLE>
<CAPTION>
BALANCE AT HIGHEST BALANCE INTEREST
NAME TYPE OF DEBT MARCH 1, 1995 DURING 1994 RATE
---- ------------ ------------- --------------- --------
<S> <C> <C> <C> <C>
David S. Loeb............. Note 1 $ 73,787 $ 87,407 7.70%*
Note 2 199,710 232,593 6.08%*
Note 3 325,522 371,937 4.17%*
Angelo R. Mozilo.......... Note 1 $ 0 $ 68,904 7.70%*
Note 2 241,321 265,176 5.51%**
Note 3 122,056 120,806 6.19%**
Lyle E. Gramley........... Note 1 $213,357 $219,113 6.87%*
Thomas J. Kearns.......... Note 1 $ 37,942 $ 45,108 4.17%*
Note 2 107,758 120,857 4.17%*
Note 3 96,829 100,200 6.66%*
Frederick J. Napolitano... Note 1 $129,356 $134,136 6.20%*
Note 2 187,547 225,434 7.70%*
Note 3 299,906 325,551 6.08%*
</TABLE>
- --------
* Fixed rate note.
** Adjustable rate note. Rate will be adjusted each subsequent year after the
origination date according to the Applicable Federal Rate in effect at that
time.
The Board of Directors has adopted a loan plan relating to the 1994 Plan
which is substantially similar to the Loan Plan. However, since no options
have been exercised under the 1994 Plan, no loans have been extended under the
related loan plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is composed of Messrs. Gramley, Kearns and
Napolitano, who are Unaffiliated Directors of the Company. The Company does
not directly pay any employee or officer compensation; such compensation is
paid by the Manager and ultimately charged to the Company pursuant to the
expense reimbursement provisions of the management agreement. See "Related
Party Transactions." The Manager's determinations with respect to monetary
compensation are made on the basis of its policies and procedures. Pursuant to
a policy adopted by the Board of Directors, the Compensation Committee reviews
and approves such compensation paid by the Manager to the Company's executive
officers on an annual basis. In reviewing the Manager's determinations, the
Compensation Committee considers the following criteria: the degree to which
the executive officers have been able to successfully implement the Company's
new operating plan, the Company's earnings per share during the year and the
corresponding level of dividends paid to stockholders, the Company's general
performance relative to the performance of its peers during the year, the
Company's growth during the year as evidenced by the increased market share
and profitability of its principal businesses, and general product
development.
In addition, the Compensation Committee determines the stock options which
may be awarded to officers of the Company. Stock options are awarded to the
Unaffiliated Directors of the Company pursuant to a formula
10
<PAGE>
which operates automatically. During 1994, Messrs. Loeb and Mozilo, who are
both officers of the Company, received options for 30,000 shares, the same
amount each of the Unaffiliated Directors received.
The options granted to Messrs. Perry, Wohl and Abernathy and Ms. Grahn and
Ms. Johnson during 1994 were intended to provide incentives related to
earnings per share and the corresponding level of dividends paid to
stockholders, and achievement of the Company's goals in implementing the
Company's new operating plan.
The Compensation Committee
Lyle E. Gramley
Thomas J. Kearns
Frederick J. Napolitano
11
<PAGE>
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURNS AMONG CWM MORTGAGE HOLDINGS,
INC., NYSE MARKET INDEX AND PEER GROUP INDEX(/1/)
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
AMONG CWM MORTGAGE HOLDINGS, INC.,
NYSE MARKET INDEX AND PEER GROUP INDEX(1)
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION>
Measurement Period CWM MORTGAGE PEER NYSE
(Fiscal Year Covered) HOLDINGS, INC. GROUP INDEX MARKET INDEX
- ------------------- -------------- ----------- ------------
<S> <C> <C> <C>
Measurement Pt- 1989 $100 $100 $100
FYE 1990 $141.65 $ 82.95 $ 95.92
FYE 1991 $219.42 $112.95 $124.12
FYE 1992 $213.39 $122.08 $129.96
FYE 1993 $424.68 $142.68 $147.56
FYE 1994 $395.78 $143.88 $144.69
</TABLE>
ASSUMES $100 INVESTED ON JAN. 1, 1990
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 1994
(1) Peer group is Media General Financial Services industry group of real
estate investment trusts, which includes the Company.
SECTION 16 DISCLOSURE
Section 16 of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers to report their ownership of and
transactions in the Company's Common Stock to the SEC and the New York Stock
Exchange. Copies of these reports are also required to be supplied to the
Company. Specific dates for filing these reports have been established by the
SEC, and the Company is required to report in this Proxy Statement any failure
of its directors and executive officers to file by the relevant due date any
of these reports during 1994. Based solely on its review of the copies of the
reports prepared or received by it, the Company believes that all such filing
requirements were satisfied, except that Messrs. Loeb and Kearns and Ms. Grahn
each filed one late report covering the grant of stock options under the 1985
Plan as a result of an error by the Company.
12
<PAGE>
RELATED PARTY TRANSACTIONS
The Company has entered into the transactions described below with the
Manager, INMC and CFC. The following directors and executive officers of the
Company hold the following positions with the Manager, INMC or CFC, as the case
may be. David S. Loeb, who is an executive officer and director of the Company,
is also an executive officer and director of the Manager and Countrywide
Credit, and a director of CFC and INMC. Angelo R. Mozilo, who is an executive
officer and director of the Company, is also an executive officer and director
of CFC and Countrywide Credit, and a director of the Manager and INMC. Michael
W. Perry and Richard H. Wohl, who are executive officers of the Company, are
also executive officers and directors of the Manager and INMC, and Mr. Perry is
also an executive officer and director of the Company's subsidiaries. Carmella
L. Grahn and Kellie A. Johnson, executive officers of the Company, are also
executive officers of the Manager and INMC, and Mr. Wohl, Ms. Grahn and Ms.
Johnson are also executive officers of certain of the Company's subsidiaries.
GENERAL
Under its new operating plan commenced in 1993, the Company conducts mortgage
conduit activities through INMC. As part of its new operating plan, the Company
also conducts warehouse lending and construction lending operations.
Historically, the Company has been a long-term investor in single-family,
first-lien, residential mortgage loans and in mortgage securities representing
interests in such loans.
MANAGEMENT AGREEMENT
Since its inception, the Company has each year entered into a management
agreement with the Manager pursuant to which the Manager advises the Company on
various facets of its business and manages its day-to-day operations, subject
to the supervision of the Company's Board of Directors. The Manager conducts
the day-to-day mortgage conduit, warehouse lending and construction lending
operations. The management agreement may be terminated by the Company under
certain circumstances upon 30 days' prior notice and by either party upon 60
days' prior notice. CFC has guaranteed the performance of the duties and
obligations of the Manager under the management agreement. The Manager has
subcontracted with CFC to provide certain management services to the Company.
Such subcontract may be terminated by either party upon 60 days' prior notice.
Under the terms of the management agreement with the Company, the Manager is
entitled to receive a base management fee of 1/8 of 1% per annum of the average
invested assets of the Company's mortgage conduit (which, for purposes of the
management agreement, means the average of the aggregate book value of the
assets of the mortgage conduit invested in loans secured by real estate, but
excluding any mortgage loans or agency securities securitized through the
issuance of mortgage-backed securities in the form of real estate mortgage
investment conduits or collateralized mortgage obligations or pledged to secure
other mortgage collateralized debt). In addition, the Manager is entitled to
receive a warehouse lending management fee equal to 1/5 of 1% of the average
daily balance of the outstanding amounts under the
13
<PAGE>
Company's warehouse lending facilities. Incentive compensation will also be
paid to the Manager if the Company's "annualized return on equity" during any
fiscal quarter is in excess of the then current Ten Year U.S. Treasury Rate
plus 2%. In such event, the Manager will receive 25% of such excess amount. As
used in calculating the Manager's incentive compensation, the term "annualized
return on equity" means the annualized return on stockholders' equity during a
quarter, calculated by dividing the Company's annualized "net income" for the
quarter by its "average net worth" for the quarter, in each case determined in
accordance with generally accepted accounting principles. For such
calculations, the "net income" of the Company means total revenues less
expenses and "average net worth" is defined as the arithmetic average of the
sum (as of the beginning of each quarter and at the end of each calendar month
in the quarter) of the gross proceeds from any offering of equity securities by
the Company, before deducting any underwriting discounts and commissions and
other expenses and costs relating to the offering, plus or minus any retained
earnings or losses of the Company. The Manager waived 25% of its incentive
compensation for 1994. In addition, all operating expenses incurred by the
Company or the Manager on behalf of the Company in 1994 were paid by the
Company. During 1994, management fees incurred by the Company under the
management agreement totalled $1.5 million, which includes amounts allocated to
INMC. The Company also incurred $8.8 million for reimbursement of the Manager's
expenses during 1994. The Company does not expect the Manager to waive any part
of its management fees in future years.
TRANSACTIONS WITH INMC
The Company's mortgage conduit operations are primarily conducted through
INMC, a taxable corporation which is not consolidated with the Company for tax
or financial reporting purposes. The Company owns all of INMC's outstanding
non-voting preferred stock and 99% of the economic interest of INMC, and CFC
owns all of INMC's outstanding voting common stock and 1% of the economic
interest of INMC (collectively, the "INMC Ownership Percentages"). INMC's
operations and technology are dependent upon and closely integrated with the
Company, and the Company is the sole supplier of INMC's mortgage loans.
Accordingly, the Company has the ability to exercise significant influence over
the financial and operating policies of INMC through its ownership of the
preferred stock of INMC and other contracts.
TRANSACTIONS WITH CFC
CFC has extended to the Company a one-year line of credit which currently
expires in September 1995, subject to extension by CFC and the Company. The
Board of Directors, including a majority of the Unaffiliated Directors, has
authorized the Company to borrow up to $10 million under this line of credit at
an interest rate equal to the prime rate established by Bank of America, N.T. &
S.A. During 1994, no borrowings were made under this line of credit.
As indicated above, CFC owns all of INMC's voting common stock and 1% of the
economic interest of INMC. The Company and CFC have entered into a Contribution
and Mortgage Loan Acquisition Agreement which provides that loans which are
jointly acquired by the two companies to be sold in the form of mortgage-backed
securities by INMC will be acquired in the same proportion as the INMC
Ownership Percentages.
The Company's mortgage loan conduit operations conducted through the Company
and INMC consist of the purchase of residential mortgage loans by the Company
from originators and the sale of such mortgage
14
<PAGE>
loans to INMC, securitization of the mortgage loans and the sale of the
resulting securities to investors. The sellers of the mortgage loans generally
retain the rights to service the mortgage loans purchased by the Company and
INMC. INMC will on occasion acquire the servicing rights to mortgage loans it
has purchased and has an arrangement with CFC to sub-service these loans for
INMC for a fee. CFC earned sub-servicing fees of approximately $94,000 during
1994 under this arrangement. Additionally, INMC sold approximately $3 billion
of purchased servicing rights to CFC in two separate transactions during 1994.
Total proceeds from these sales amounted to approximately $38.2 million, of
which $4.2 million is still outstanding.
During 1994, the Company purchased mortgage loans with principal balances
aggregating approximately $25.7 million from CFC. In addition, CFC was
servicing the mortgage loans securing five series of CMOs issued by a
subsidiary of the Company or trusts established by a subsidiary pursuant to
servicing agreements entered into in 1987 and 1993. The agreements provide for
servicing fees up to .32% of the aggregate unpaid principal balance of the
mortgage loans being serviced. CFC received servicing fees of approximately
$282,000 under these agreements in 1994.
PROPOSAL TWO
AMENDMENT OF CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has approved an amendment to the Company's Certificate
of Incorporation to increase the authorized number of shares of Common Stock
from 60,000,000 to 100,000,000 shares.
If the proposed amendment is approved by the stockholders, article one of the
Company's Certificate of Incorporation will be amended to read in full as
follows.
"ARTICLE IV
CAPITAL STOCK
Section 1. The total number of shares of capital stock which the Corporation
shall have authority to issue is One Hundred Million (100,000,000), consisting
of One Hundred Million (100,000,000) shares of Common Stock having a par value
of $0.01 per share."
The Company's presently authorized capital stock consists of 60,000,000
shares of Common Stock. At March 1, 1995, 40,393,656 shares of the Common Stock
were outstanding and an aggregate of 1,878,375 shares were reserved for
issuance upon exercise of options granted or which may be granted under the
Company's Stock Option Plans.
The Board of Directors believes that it is prudent to have available
additional shares of Common Stock for such corporate purposes as the Board of
Directors, from time to time, may deem necessary and advisable, including but
not limited to raising capital, acquisitions and possible stock splits or stock
dividends.
15
<PAGE>
If the proposed amendment is approved, the additional shares may be issued
for proper purposes under terms and conditions approved by the Board of
Directors without further action by the stockholders, except with such
stockholder approval as may be required by the rules and policies of the stock
exchanges on which the Common Stock is then listed.
Neither the shares currently authorized nor the additional shares proposed to
be authorized will carry preemptive rights when issued.
Under the Delaware General Corporation Law, the affirmative vote of the
holders of a majority of the shares of stock of the Company entitled to vote at
the Annual Meeting is required to adopt the proposed amendment to the
Certificate of Incorporation. If the required vote is obtained, the Company
intends to file a Certificate of Amendment with the Secretary of State of the
State of Delaware to effect the amendment immediately following the Annual
Meeting. In accordance with Delaware Law and notwithstanding approval of the
amendment by the stockholders, at any time prior to the filing of the
Certificate of Amendment, the Board of Directors of the Company may, in its
discretion, abandon the proposed amendment without further action by the
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSED
INCREASE IN THE AUTHORIZED SHARES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE.
PROPOSAL THREE
APPROVING THE SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the accounting firm of Grant Thornton to
audit the Company's financial statements for the year ending December 31, 1995.
Grant Thornton has acted as the independent accounting firm for the Company
since 1985. In accordance with a resolution of the Board of Directors, this
selection is being presented to stockholders for ratification at this meeting.
The affirmative vote of a majority of the votes cast at the Annual Meeting is
necessary for ratification. A representative of Grant Thornton will be present
at the Annual Meeting, will have an opportunity to make a statement if he or
she wishes to do so and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF GRANT THORNTON
AS THE INDEPENDENT ACCOUNTANTS. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE.
OTHER MATTERS
The Board of Directors knows of no matters other than those listed in the
attached Notice of Annual Meeting which are likely to be brought before the
Annual Meeting. However, if any other matters should properly come before the
Annual Meeting, the persons named in the enclosed proxy will vote all proxies
given to them in accordance with their best judgment on such matters.
16
<PAGE>
ANNUAL REPORT AND FORM 10-K
The 1994 Annual Report to Stockholders containing the consolidated financial
statements of the Company for the year ended December 31, 1994 accompanies this
proxy statement.
STOCKHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WITHOUT THE ACCOMPANYING EXHIBITS, BY
WRITING TO INVESTOR RELATIONS, CWM MORTGAGE HOLDINGS, INC., 155 NORTH LAKE
AVENUE, P.O. BOX 7137, PASADENA, CALIFORNIA 91109-7137. A LIST OF EXHIBITS IS
INCLUDED IN THE FORM 10-K, AND EXHIBITS ARE AVAILABLE FROM THE COMPANY UPON THE
PAYMENT TO THE COMPANY OF THE COSTS OF FURNISHING THEM.
STOCKHOLDER PROPOSALS
Any proposal that a stockholder wishes to present for consideration at the
1996 annual meeting must be received by the Company no later than December 4,
1995, in order to be included in the proxy statement and form of proxy for that
annual meeting. Proposals should be directed to the Secretary of the Company.
By Order of the Board of Directors
/s/ RICHARD H. WOHL
----------------------------------
Richard H. Wohl
Secretary
Dated: April 3, 1995
17
<PAGE>
===============================================================================
PROXY CWM MORTGAGE HOLDINGS, INC.
- ----- THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, MAY 17, 1995
The undersigned, hereby appoints David S. Loeb and Angelo R. Mozilo, or either
of them, with full power of substitution, the attorney and proxy of the
undersigned, to appear and to vote all of the shares of stock of CWM Mortgage
Holdings, Inc. (the "Company") which the undersigned would be entitled to vote
if personally present at the Annual Meeting of Stockholders of the Company to be
held at the Pasadena Hilton, 150 South Los Robles, Pasadena, California on May
17, 1995 at 10:00 A.M. and any adjournment thereof.
(1) ELECTION OF DIRECTORS
[_] FOR all nominees [_] WITHHOLD AUTHORITY
listed below (except to vote for all
as marked to the nominees listed below
contrary below)
David S. Loeb, Angelo R. Mozilo, Lyle E. Gramley, Thomas J. Kearns,
Frederick J. Napolitano
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
---------------------------------------------------------------------------
(2) To approve an amendment to the Company's Certificate of Incorporation to
increase the authorized number of shares of Common Stock, par value $.01
per share, from 60 million to 100 million shares.
[_] FOR[_] AGAINST[_] ABSTAIN
(3) To approve the selection of Grant Thornton as the Independent Accountants
to audit the Company's financial statements for the year ending December
31, 1995.
[_] FOR[_] AGAINST[_] ABSTAIN
(Continued and to be signed on reverse side)
===============================================================================
===============================================================================
UNMARKED PROXIES SHALL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS UNLESS
SPECIFIED TO THE CONTRARY.
Receipt of copies of the Annual Report to Shareholders, the Notice of the
Annual Meeting of Stockholders and the Proxy Statement dated April 3, 1995 is
hereby acknowledged.
---------------------------------
Date
---------------------------------
Signature
---------------------------------
Signature
Please date and sign exactly as
name appears on this proxy.
Joint owners should each sign.
If the signer is a corporation,
please sign full corporate name
by duly authorized officer. Ex-
ecutors, trustees, etc. should
give full title as such.
PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE U.S.A.
===============================================================================
<PAGE>
CWM MORTGAGE HOLDINGS, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS, MAY 17, 1995
The undersigned, hereby appoints David S. Loeb and Angelo R. Mozilo, or either
of them, with full power of substitution, the attorney and proxy of the
undersigned, to appear and to vote all of the shares of stock of CWM Mortgage
Holdings, Inc. (the "Company") which the undersigned would be entitled to vote
if personally present at the Annual Meeting of Stockholders of the Company to be
held at the Pasadena Hilton, 150 South Los Robles, Pasadena, California on
May 17, 1995 at 10:00 A.M. and any adjournment thereof.
(Continued and to be signed on reverse side)
<PAGE>
[X]
Please mark
your votes
as in this
example.
- -------- -----
Common D.R.S
UNMARKED PROXIES SHALL BE VOTED IN FAVOR OF EACH OF THE FOLLOWING MATTERS
unless specified to the contrary.
WITHHOLD
VOTE VOTE
1) To elect the Board of Directors [_] [_]
for the coming year: David S. Loeb,
Angelo R. Mozilo, Lyle E. Gramley,
Thomas J. Kearns, Frederick J. Napolitano
(Instruction: To withhold authority to vote for
any individual nominee, write that nominee's
name on the space provided below.)
- -----------------------------------------------
FOR AGAINST ABSTAIN
2) To approve an amendment to the Company's [_] [_] [_]
Certificate of Incorporation to increase
the authorized number of shares of Common
Stock, par value $.01 per share, from
60 million to 100 million shares.
3) To approve the selection of Grant Thornton [_] [_] [_]
as the Independent Accountants to audit the
Company's financial statements for the year
ending December 31, 1995.
I PLAN TO ATTEND MEETING [_]
Receipt of copies of the Annual Report
to Shareholders, the Notice of the
Annual Meeting of Stockholders and
the Proxy Statement dated April 3, 1995
is hereby acknowledged.
Signature(s) ___________________________ Date _______________________________
Please date and sign exactly as name appears on this proxy. Joint owners should
each sign. If the signer is a corporation, please sign full corporate name by
duly authorized officer. Executors, trustees, etc. should give full title as
such. PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE
IF MAILED IN THE U.S.A.
