<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AMWEST INSURANCE GROUP, 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), or 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:
---------------------------------------------------------------------------
Notes:
<PAGE>
AMWEST INSURANCE GROUP, INC.
6320 CANOGA AVENUE, SUITE 300
WOODLAND HILLS, CALIFORNIA 91367
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 1995
----------------
To the Stockholders of
Amwest Insurance Group, Inc.:
The Annual Meeting of Stockholders of Amwest Insurance Group, Inc. (the
"Company") will be held at the Warner Center Hilton, 6360 Canoga Avenue,
Woodland Hills, California 91367, on Thursday,May 25, 1995, at 2:00 P.M., Los
Angeles time. The purpose of the Annual Meeting is to consider and vote upon
the following matters, as more fully described in the accompanying Proxy
Statement:
(1) To elect two directors to serve three-year terms ending in 1998, or
until their successors are elected and qualified; and
(2) To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on April 14, 1995 as
the record date for the determination of stockholders entitled to receive
notice of and to vote at the Annual Meeting and any adjournment or postponement
thereof. In order to constitute a quorum for the conduct of business at the
Annual Meeting, holders of a majority of all outstanding shares of Common Stock
must be present in person or be represented by proxy.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are requested to
mark, date, sign and return the enclosed proxy card as promptly as possible in
the envelope provided. Stockholders attending the meeting may vote in person
even if they have returned a proxy.
By Order of the Board of Directors
[SIGNATURE OF RICHARD H. SAVAGE
APPEARS HERE]
Richard H. Savage
Chairman of the Board and
Co-Chief Executive Officer
Woodland Hills, California
April 17, 1995
<PAGE>
AMWEST INSURANCE GROUP, INC.
6320 CANOGA AVENUE, SUITE 300
WOODLAND HILLS, CALIFORNIA 91367
----------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 1995
----------------
GENERAL INFORMATION ON THE MEETING
This Proxy Statement is being mailed on or about April 17, 1995 in
connection with the solicitation of proxies by and on behalf of the Board of
Directors of Amwest Insurance Group, Inc., a Delaware corporation ("Amwest" or
the "Company"), for use at the Annual Meeting of Stockholders of the Company,
which is to be held on Thursday, May 25, 1995 at 2:00 p.m., Los Angeles time,
at the Warner Center Hilton, 6360 Canoga Avenue, Woodland Hills, California
91367, and any adjournment or postponement thereof.
The entire cost of soliciting proxies will be borne by the Company,
including expenses in connection with preparing and mailing of proxy
solicitation materials. In addition to the use of mails, proxies may be
solicited by certain officers, directors and regular employees of the Company,
without extra compensation, by telephone, telegraph, fax, or personal
interview. Although there is no formal agreement to do so, the Company will
reimburse brokerage houses and other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxies and proxy material to the
beneficial owners of the Company's Common Stock.
RECORD DATE AND VOTING
Only stockholders of record at the close of business on April 14, 1995 are
entitled to notice of and to vote at the meeting, or any adjournment or
postponement thereof. As of April 14, 1995, 2,350,589 shares of Common Stock
were outstanding, all of which shares are entitled to be voted at the meeting.
The presence, either in person or by proxy, of persons entitled to vote a
majority of the Company's outstanding Common Stock is necessary to constitute
a quorum for the transaction of business at the Annual Meeting. A stockholder
giving a proxy may revoke it at any time before it is voted by filing written
notice of revocation with the Secretary of the Company at P.O. Box 4500,
Woodland Hills, California 91365-4500, or by appearing at the meeting and
voting in person. A prior proxy is automatically revoked by a stockholder
giving a valid proxy bearing a later date. Shares represented by all valid
proxies will be voted in accordance with the instructions contained in the
proxies. In the absence of instructions, shares represented by valid proxies
will be voted in accordance with recommendations of the Board of Directors as
shown on the proxy.
Each stockholder is entitled to one vote per share on all matters coming
before the 1995 Annual Meeting, except for the election of directors. In the
election of directors, a stockholder in person or by proxy is entitled by the
Company's Restated Certificate of Incorporation to exercise "cumulative"
voting rights; that is, he is entitled to cast as many votes as equals the
number of his shares multiplied by the number of directors to be elected and
may cast all such votes for a single nominee or distribute them among the
nominees in any manner as he may see fit. For convenience sake, the proxy
holders do not presently intend to give notice of their intention to cumulate
their votes, but they may elect to do so in the event of a contested election
or any other presently unexpected circumstances. If any stockholder gives
notice at the meeting of his intention to cumulate votes, then all
stockholders will have the right to elect directors from nominees by
cumulative voting.
Votes withheld from any director are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. The Company
believes that abstentions should be counted for purposes of determining
whether a quorum is present at the Annual Meeting for the transaction of
business. In the absence of controlling precedent to the contrary, the Company
intends to treat abstentions with respect to the election of directors in this
manner. The Company intends to count broker non-votes as present or
represented for purposes of determining the presence or absence of a quorum
for the transaction of business.
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of April 14, 1995 with
respect to the beneficial ownership of the Company's Common Stock by (i) each
stockholder known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company, and
(iii) all directors and officers as a group:
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF SHARES SHARES
NAME OR IDENTITY OF GROUP BENEFICIALLY OWNED(1) OUTSTANDING(15)
------------------------- --------------------- ---------------
<S> <C> <C>
Directors:
Richard H. Savage.................. 901,029(2)(3)(4) 38.15%
John E. Savage..................... 149,491(5) 6.23%
Steven R. Kay...................... 17,325(6) (16)
Arthur F. Melton................... 27,500(7) 1.16%
Neil F. Pont....................... 7,385(8) (16)
Thomas R. Bennett.................. 9,050(9) (16)
Edgar L. Fraser.................... 5,330(10) (16)
Jonathan K. Layne.................. 5,100(11) (16)
All Directors and Officers as a
group (8 persons).................. 1,044,296 42.27%
Other Principal Stockholders:
Savage Family Trust................ 115,274(3)(4) 4.90%
6320 Canoga Avenue
Suite 300
Woodland Hills, CA 91367
Savage Diversified, Inc............ 696,841(4) 29.65%
6320 Canoga Avenue
Suite 300
Woodland Hills, CA 91367
Dimensional Fund Advisors Inc...... 154,200(12) 6.56%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Markel Corporation................. 178,300(13) 7.59%
4551 Cox Road
Glen Allen, Virginia 23060
Tweedy, Browne Company, L.P........ 157,975(14) 6.72%
52 Vanderbilt Avenue
New York, NY 10017
</TABLE>
- - --------
(1) Based on information furnished by the persons named. The persons in the
table have sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by them, except as otherwise
stated.
(2) Of the shares beneficially owned by Richard H. Savage: (1) 77,914 shares
represent shares on whichMr. Savage has an immediately exercisable option
to purchase from trusts established for the benefit of his children and
from John E. Savage; (2) 115,274 shares represent shares owned by the
Savage Family Trust for which Mr. Savage serves as Trustee; (3) 696,841
shares represent shares owned by Savage Diversified, Inc., a California
corporation, all the voting stock of which is owned by the Savage Family
Trust. Richard H. Savage, as Trustee, has sole voting power over shares
owned by such trust; and (4) 11,000 shares represent shares which may be
acquired by Richard H. Savage within sixty days of April 14, 1995, pursuant
to the exercise of options under the Company's Stock Option Plan.
(3) The Savage Family Trust owns 115,274 shares of Common Stock. Richard H.
Savage is the Trustee of the Savage Family Trust, and as such, exercises
sole voting and investment power with respect to shares owned by the Trust.
These shares are included in the number of shares beneficially owned by
Richard H. Savage as set forth in Note 2.
(4) Of the shares beneficially owned by Richard H. Savage, 696,841 shares are
owned by Savage Diversified, Inc., a California corporation, all the voting
stock of which is owned by Savage Family Trust. Richard H. Savage, as
Trustee, has sole voting power of such trust. These shares are included in
the number of shares beneficially owned by Richard H. Savage as set forth
in Note 2.
2
<PAGE>
(5) John E. Savage serves as Trustee of the following Trusts: (1) Savage Family
Stock Trust FBO Sandra Lee Savage which owns 19,478 shares of Common Stock;
(2) Savage Family Stock Trust FBO Lorraine Ann Savage which owns 19,478
shares of Common Stock; and (3) Savage Family Stock Trust FBO Geraldine K.
Thuresson which owns 19,479 shares of Common Stock. John E. Savage owns
40,606 shares of Common Stock. Richard H. Savage has an immediately
exercisable option to purchase 19,479 shares of Common Stock owned by John
E. Savage and an immediately exercisable option to purchase the 58,435
shares beneficially owned by John E. Savage in his capacity as Trustee, as
described in (1)-(3) of this Note 5. These 77,914 shares are included in
the number of shares beneficially owned by Richard H. Savage as set forth
in Note 2. In addition, 50,450 shares shown as beneficially owned by John
E. Savage represent shares which may be acquired by John E. Savage within
sixty days of April 14, 1995, pursuant to the exercise of options under the
Company's Stock Option Plan.
(6) Of the shares beneficially owned by Steven R. Kay: (1) 3,500 shares
represent shares that are directly owned by Steven R. Kay; (2) 500 shares
represent shares that are indirectly held through his wife; (3) 200 shares
represent shares that are indirectly held through his son; and (4) 13,125
shares represent shares which may be acquired by Steven R. Kay within sixty
days of April 14, 1995, pursuant to the exercise of options under the
Company's Stock Option Plan.
(7) Of the shares beneficially owned by Arthur F. Melton: (1) 1,900 shares
represent shares that are jointly owned by Arthur F. Melton and his wife;
(2) 1,000 shares represent shares that are directly owned by Arthur F.
Melton; and (3) 24,600 shares represent shares which may be acquired by
Arthur F. Melton within sixty days of April 14, 1995, pursuant to the
exercise of options under the Company's Stock Option Plan.
(8) Of the shares beneficially owned by Neil F. Pont: (1) 1,760 shares
represent shares that are directly owned by Neil F. Pont; and (2) 5,625
shares represent shares which may be acquired by Neil F. Pont within sixty
days of April 14, 1995, pursuant to the exercise of options under the
Company's Stock Option Plan.
(9) Of the shares beneficially owned by Thomas R. Bennett: (1) 1,200 shares
represent shares that are directly owned by Thomas R. Bennett; (2) 2,550
shares represent shares that are jointly owned by Thomas R. Bennett and his
wife; (3) 300 shares represent shares that are indirectly held through his
wife; and (4) 5,000 shares represent shares which may be acquired by Thomas
R. Bennett within sixty days of April 14, 1995, pursuant to the exercise of
options under the Non-Employee Director Stock Option Plan.
(10) Of the shares beneficially owned by Edgar L. Fraser: (1) 330 shares
represent shares that are directly owned by Edgar L. Fraser; and (2) 5,000
shares represent shares which may be acquired by Edgar L. Fraser within
sixty days of April 14, 1995, pursuant to the exercise of options under
the Non-Employee Director Stock Option Plan.
(11) Of the shares beneficially owned by Jonathan K. Layne: (1) 100 shares
represent shares that are directly owned by Jonathan K. Layne; and (2)
5,000 shares represent shares which may be acquired by Jonathan K. Layne
within sixty days of April 14, 1995, pursuant to the exercise of options
under the Non-Employee Director Stock Option Plan.
(12) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 154,200 shares of
Amwest Insurance Group, Inc. stock as of December 31, 1994, all of which
shares are held in portfolios of DFA Investments Dimensions Group Inc., a
registered open-end investment company, or in a series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group
Trust and DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, all of which Dimensional Fund Advisors Inc. serves
as investment manager. Dimensional disclaims beneficial ownership of all
such shares.
(13) Reflects the beneficial ownership of Markel Corporation ("Markel"), as set
forth in Markel's filing with the Company of a Schedule 13G dated February
1, 1994. The filing states that Markel has sole voting power over 148,500
shares, sole dispositive power over 148,500 shares and shared dispositive
power over 29,800 shares.
(14) Reflects the beneficial ownership of Tweedy, Browne Company, L.P. and TBK
Partners, L.P. ("Tweedy"), as set forth in Tweedy's filing with the
Company of Amendment 1 to a Schedule 13D dated July 23, 1993. The filing
states that Tweedy has sole voting power over 129,470 shares, sole
dispositive power over 5,100 shares and shared dispositive power over
152,875 shares.
(15) Based on 2,350,589 shares of Common Stock outstanding as of April 14,
1995.
(16) Less than 1% of the shares of Common Stock outstanding.
3
<PAGE>
ELECTION OF DIRECTORS
Under the Restated Certificate of Incorporation and the Bylaws (as amended)
of the Company, which provide for a "classified" Board of Directors, two (2)
directors out of a total of eight (8) are to be elected at the 1995 Annual
Meeting of Stockholders to serve three-year terms expiring at the 1998 Annual
Meeting of Stockholders or until their successors are duly elected and
qualified. Unless authority to vote for a certain nominee is withheld by an
indication thereon, the proxy will be voted to re-elect Arthur F. Melton and
Edgar L. Fraser, to three-year terms, to serve until the 1998 Annual Meeting of
Stockholders or until their successors are elected and qualified. The Company
has no reason to believe that any of those named will not be available as a
candidate. However, if such a situation should arise, the proxy may be voted
for the election of other nominees as directors at the discretion of the person
acting pursuant to the proxy. Certain information regarding the nominees and
each director whose term of office will continue after the 1995 Annual Meeting
of Stockholders is set forth below:
NOMINEES FOR ELECTION AT THE 1995 ANNUAL MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
NEW
POSITION WITH DIRECTOR TERM TERM
NAME AGE COMPANY SINCE EXPIRES EXPIRES
---- --- ------------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
Arthur F. Melton... 40 Senior Vice President and Director 1986 1995 1998
Edgar L. Fraser.... 76 Director 1985 1995 1998
</TABLE>
INCUMBENT DIRECTORS WHOSE TERMS OF OFFICE CONTINUE AFTER THE 1995 ANNUAL
MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
POSITION WITH DIRECTOR TERM
NAME AGE COMPANY SINCE EXPIRES
---- --- ------------- -------- -------
<S> <C> <C> <C> <C>
Richard H. Savage.. 75 Chairman of the Board, Co-Chief 1970 1997
Executive
Officer and Director
John E. Savage..... 42 Co-Chief Executive Officer, President, 1976 1996
Chief Operating Officer and Director
Steven R. Kay...... 41 Senior Vice President, Chief Financial 1992 1997
Officer, Treasurer and Director
Neil F. Pont....... 49 Senior Vice President and Director 1994 1997
Thomas R. Bennett.. 68 Director 1985 1996
Jonathan K. Layne.. 41 Director 1989 1996
</TABLE>
PRINCIPAL OCCUPATIONS OF NOMINEES AND CONTINUING DIRECTORS DURING LAST FIVE
YEARS
Richard H. Savage entered the surety business in 1958 by forming a general
agency which specialized in the sale of bail bonds. The business evolved into
the surety insurance business when Amwest Surety was licensed as an insurer in
December, 1976. Mr. Savage has served as Chairman, Director, Chief Executive
Officer (and since 1992 as Co-Chief Executive Officer) of the Company since its
organization in 1970. Richard H. Savage is the father of John E. Savage.
John E. Savage joined the Company in 1975 as Vice-President and was elected a
Director of the Company in December, 1976. He became Secretary and Assistant
Treasurer of the Company in October, 1985. Mr. Savage managed the Court
Division from 1975 to 1980 and managed the Woodland Hills Branch from 1980 to
1985. He managed the Underwriting Department from 1985 to 1987. He became a
Senior Vice President in September, 1987, President and Chief Operating Officer
in February, 1990 and Co-Chief Executive Officer in November, 1992. He
relinquished his titles of Secretary and Assistant Treasurer in May, 1993. John
E. Savage is the son of Richard H. Savage.
4
<PAGE>
Steven R. Kay joined the Company in April, 1992 as Senior Vice President,
Chief Financial Officer and Treasurer. From 1977 he served in various positions
with KPMG Peat Marwick and served as an Audit Partner for KPMG Peat Marwick
from 1987 until April, 1992.
Arthur F. Melton was elected a Director of the Company in August, 1986 and
became a Senior Vice President of the Company in November, 1990. Mr. Melton was
the Director of Finance and Administration of Industrial Tools, Inc. from 1985
to November, 1990.
Neil F. Pont joined the Company in November, 1991 as Senior Vice President.
During 1991, he served as a retained consultant following his tenure from 1987
until 1991 with Imperial Corporation of America, where he served in various
executive management positions, including Executive Vice President Retail Bank,
board member First Imperial Investor Services, an investment broker dealer, and
Imperial Insurance Agency.
Thomas R. Bennett was elected a Director of the Company in October, 1985. Mr.
Bennett is presently an independent financial consultant. From May, 1987 to
November, 1987, Mr. Bennett served as Senior Vice President, Treasurer and
Director of Technology Applications, Inc. From 1983 to 1987, Mr. Bennett
served as Vice President and Treasurer of ERC International, Inc.
Edgar L. Fraser was elected a Director of the Company in October, 1985. Mr.
Fraser is Senior Partner of Wadsworth, Fraser & Dahl, Attorneys at Law, and has
been associated with that firm since 1948. Such firm has rendered, and the
Company expects Wadsworth, Fraser & Dahl to continue to render, legal services
to the Company. Mr. Fraser is also a member of the Board of Directors of Condor
Services, Inc., an insurance holding company.
Jonathan K. Layne became a Director of the Company in June, 1989. Mr. Layne
has been a partner in the law firm of Gibson, Dunn & Crutcher since 1987, and
has been associated with that firm since 1979. Such firm has rendered, and the
Company expects Gibson, Dunn & Crutcher to continue to render, legal services
to the Company. Mr. Layne is also a member of the Board of Directors of K-Swiss
Inc., a manufacturer of athletic footwear, The Finish Line, Inc., a retailer of
brand name athletic and leisure footwear, activewear and accessories and
Maxwell Shoe Company Inc., a manufacturer of women's casual and dress footwear.
CERTAIN INFORMATION CONCERNING THE BOARD
OF DIRECTORS AND CERTAIN OF ITS COMMITTEES
The Board of Directors has the following standing committees: Compensation
and Stock Option Committee, Audit Committee and Investment Committee. The
Company does not have a nominating committee of its Board of Directors.
MEETING OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met 8 times during fiscal 1994 and each incumbent
director who was a director during 1994 and whose term of office will continue
after the Annual Meeting of Stockholders attended at least 75% of the meetings
of the Board and Board Committees of which he was a member.
The Compensation and Stock Option Committee is composed of Messrs. Thomas R.
Bennett (Chairman), Edgar L. Fraser and Jonathan K. Layne. This Committee met 3
times during fiscal 1994 and each committee member attended each meeting held
during the time that such director was a member of the Committee.
The Audit Committee is composed of Messrs. Edgar L. Fraser (Chairman), Thomas
R. Bennett and Jonathan K. Layne. This Committee met 2 times during fiscal 1994
and each committee member attended each such meeting held during the time that
such director was a member of the Committee.
The Investment Committee is composed of Messrs. Steven R. Kay (Chairman),
Richard H. Savage, John E. Savage and Thomas R. Bennett. This Committee met 3
times during fiscal 1994 and each committee member attended such meeting held
during the time that such director was a member of the Committee.
5
<PAGE>
REMUNERATION OF DIRECTORS
All directors are paid $12,000 annually, plus normal and necessary expenses
for attending all regular or special meetings of the Board of Directors,
irrespective of the number of such regular or special meetings attended by
such Board members. During 1994, each director who was not an officer of the
Company was also paid $750 per in-person Board meeting attended plus $500 per
committee meeting attended, plus normal and necessary expenses for attending
such meetings. In addition, each director is eligible to receive reimbursement
in an annual amount up to $1,500 for expenses relating to annual physical
examinations.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Richard H. Savage.............................. 75 Chairman of the Board and
Co-Chief Executive Officer
John E. Savage................................. 42 Co-Chief Executive Officer,
President, Chief Operating
Officer
Steven R. Kay.................................. 41 Senior Vice President,
Chief Financial Officer and
Treasurer
Arthur F. Melton............................... 40 Senior Vice President
Neil F. Pont................................... 49 Senior Vice President
</TABLE>
See "Principal Occupations of Nominees and Continuing Directors During Last
Five Years" for information regarding the Company's executive officers.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The Company believes that shareholders should be provided information about
executive compensation that is easier to understand, more relevant and
consistent with the newly adopted proxy rules of the Securities and Exchange
Commission. The following table sets forth the compensation paid by the
Company and its subsidiaries to each of the executive officers of the Company
("Named Officers") for services rendered in all capacities to the Company and
its subsidiaries for the three fiscal years ended December 31, 1992, 1993 and
1994.
6
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION
---------------------------------------
SECURITIES
NAME OTHER UNDERLYING ALL
AND ANNUAL OPTIONS/ OTHER
PRINCIPAL SALARY (1) BONUS (2) COMPENSATION (3) SARS COMPENSATION (4)
POSITION YEAR ($) ($) ($) (#) ($)
--------- ---- ---------- --------- ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Richard H. Savage....... 1994 334,534 227,146 -- -- 4,533
Chairman of the Board 1993 321,759 29,261 -- -- 1,000
and Co-Chief Executive 1992 318,401 144,184 -- -- 1,000
Officer
John E. Savage.......... 1994 214,849 147,174 -- 10,800 2,045
Co-Chief Executive Offi- 1993 201,473 18,322 26,887(5) 10,000 1,000
cer, President and Chief 1992 206,633 67,709 -- 8,500 1,000
Operating Officer
Steven R. Kay........... 1994 195,703 102,316 -- 7,500 4,618
Senior Vice President, 1993 180,116 12,740 -- -- 1,000
Chief Financial Officer 1992 117,789 52,517(6) -- 15,000 --
and Treasurer
Arthur F. Melton........ 1994 185,447 102,316 -- 8,400 4,618
Senior Vice President 1993 173,839 12,474 19,222(7) 7,500 1,000
1992 169,361 46,720 -- 7,500 1,000
Neil F. Pont............ 1994 182,449 89,594 -- 7,500 4,618
Senior Vice President 1993 148,750 11,025 19,096(8) 7,500 1,000
1992 127,974 43,875 17,629(9) 7,500 --
</TABLE>
- - --------
(1) Includes directors' fees of $12,000 for each of the years indicated, except
Mr. Pont who was not a director of the Company during 1993 and 1992.
(2) Includes incentive compensation earned and accrued during the fiscal years
indicated and paid subsequent to the end of each fiscal year.
(3) Except where indicated, all Named Officers receive certain perquisites such
as paid premiums on additional life insurance, automobile allowances and
the expense associated with the use of these automobiles. Such perquisites
do not exceed the lesser of $50,000 or 10% of such officer's salary and
bonus.
(4) The amounts in this column represent the matching contribution made by the
Company under the provisions of its 401(k) Plan.
(5) The amount indicated for Mr. Savage includes a $14,400 automobile
allowance, $6,996 for a country club membership and $1,646 for additional
medical insurance coverage.
(6) The amount indicated for Mr. Kay (who joined the Company in April 1992)
includes a signing bonus of $12,500.
(7) The amount indicated for Mr. Melton includes a $14,400 automobile
allowance.
(8) The amount indicated for Mr. Pont includes a $14,400 automobile allowance.
(9) The amount indicated for Mr. Pont includes a $15,600 automobile allowance.
SEVERANCE AGREEMENTS
The Company has entered into a severance agreement ("Severance Agreement")
with each of Messrs. Richard H. Savage, John E. Savage, Steven R. Kay, Arthur
F. Melton and Neil F. Pont to provide an incentive for such officers to
continue their employment following any "Change in Control" of the Company,
thereby helping ensure continuity of the Company's business by mitigating
concerns about job security that could affect management objectivity under such
circumstances.
Each Severance Agreement generally provides that if, after a "Change in
Control" of the Company, the officer terminates his employment with the Company
for "Good Reason" (as defined in the Severance
7
<PAGE>
Agreement) or the Company terminates the officer's employment for any reason
other than "Cause" (as defined in the Severance Agreement) or the death,
disability or retirement (in accordance with retirement policies in effect
before such Change in Control) of the officer, the Company shall (1) pay the
officer severance compensation equal to 2.99 times his average annual
compensation (including bonuses) over the five most recent years ending before
the Change in Control, and (2) provide the officer, for three years
thereafter, insurance benefits substantially similar to those he received
immediately prior to his termination. In the event that such payments, alone
or together with other payments to be received by the officer from the
Company, would not be deductible in whole or in part by the Company, then such
payments shall be reduced to the largest amount that would be deductible by
the Company. If the officer is required to pay the excise taxes imposed by
Section 4999 of the Internal Revenue Code (or a similar provision of state
law) then the Company is obligated to pay to the officer an additional amount
equal to the sum of such excise taxes and an amount equal to all taxes,
interest and penalties that become payable by the officer as a result of the
payment by the Company of such excise taxes.
Change in Control is defined in the Severance Agreement to include (i) the
acquisition by a third party of beneficial ownership of 30% or more of the
Company's outstanding voting equity securities (but not including any person
who had such beneficial ownership as of May 25, 1989), (ii) the approval by
the stockholders of the Company of a liquidation or dissolution of the
Company, (iii) a consolidation or merger of the Company if the Company is not
the surviving entity or shares of the Company's Common Stock would be
converted into cash, securities or other property (but not including a merger
in which the holders of the Company's Common Stock immediately prior to the
merger have the same proportionate ownership of the surviving corporation
immediately after the merger), (iv) any sale, lease, exchange or transfer of
all or substantially all of the Company's assets, or (v) a change in the
membership of the Company's Board of Directors such that during any two
consecutive years, individuals who at the beginning of such period constituted
the entire Board of Directors shall cease to constitute a majority thereof
(unless the election or nomination for election of each new director was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period). Each Severance
Agreement has an initial term of two years and is automatically renewed for
successive two year terms unless determined otherwise by the Board of
Directors prior to a Change in Control. Each Severance Agreement terminates
five years after a Change in Control.
STOCK OPTION PLAN
The Company's Stock Option Plan (the "Plan") provides for the reservation of
676,000 shares of Common Stock, subject to adjustment for reorganizations,
recapitalizations, stock splits or similar events, for issuance upon the
exercise of options to be granted under the Plan. Shares of Common Stock
subject to the unexercised portions of any options granted under the Plan
which expire, terminate or are cancelled may again be subject to options under
the Plan. Salaried employees, including directors who are employees, and
consultants are currently eligible to receive options under the Plan. Based on
current company policy, 22 persons are eligible as of April 14, 1995.
The Plan was amended and ratified by the stockholders of the Company at the
1987, 1988, 1990 and 1994 Annual Meetings of Stockholders and was adopted and
ratified in its currently amended form by the Board of Directors on April 4,
1995. These amendments brought the Plan into compliance with Rule 16b-3
(promulgated by the Securities and Exchange Commission under the Securities
Act of 1934) and increased the number of shares subject to the Plan.
The Plan is administered by a committee (the "Compensation and Stock Option
Committee") of directors who are neither employees of nor consultants to the
Company or its subsidiaries, and who are appointed by the Board of Directors
of the Company. The Compensation and Stock Option Committee has the full power
to construe the Plan, to determine which persons are eligible to receive
options under the Plan, the vesting of such options and which of the eligible
persons, if any, shall be granted options under the Plan.
8
<PAGE>
The Plan provides for options which qualify as incentive stock options
("Incentive Options") under Section 422 of the Internal Revenue Code (the
"Code") as well as options which do not so qualify ("Non-Qualified Stock
Options") and for the grant of stock appreciation rights ("Stock Appreciation
Rights") to be associated with stock options. The Stock Appreciation Rights
permit the optionee to elect to receive, in lieu of exercising the related
option, an amount equal to the difference between the value of the shares
subject to the option and the exercise price of the option. The per share
exercise price of options under the Plan may not be less than 100% of the fair
market value of the underlying Common Stock on the date of grant of the option
(110% of such fair market value with respect to Incentive Options granted to an
individual who owns more than 10% of the total combined voting power of all
classes of stock of the Company or any subsidiary corporation). On April 13,
1995 the closing sales price of the Company's Common Stock as reported on the
American Stock Exchange was $14 1/2.
The Plan provides that the aggregate fair market value of the stock with
respect to which Incentive Options are exercisable for the first time by each
employee during any calendar year (under the Plan or similar plans) shall not
exceed $100,000. No Incentive Option granted under the Plan may be exercised
more than ten years after its date of grant, except that an Incentive Option
granted to an individual owning more than 10% of the total combined voting
power of all classes of stock of the Company or any subsidiary or parent
corporation shall expire no later than five (5) years from the date the option
was granted. No Non-Incentive Option granted under the Plan may be exercised
more than eleven (11) years after its date of grant.
SECTION 16(B) OF THE EXCHANGE ACT
The acquisition and disposition of shares of Common Stock by officers,
directors and more than 10% stockholders of the Company ("Insiders") pursuant
to awards granted to them under the Plan may be subject to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"),
under which a purchase of shares of Common Stock within six months before or
after a sale of Common Stock could result in recovery by the Company of all or
a portion of any amount by which the sale proceeds exceed the purchase price.
Insiders are required to file reports of changes in beneficial ownership under
Section 16(a) of the Exchange Act upon acquisitions and dispositions of shares.
Rule 16b-3 provides an exemption from Section 16(b) liability for certain
transactions pursuant to employee benefit plans.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The Non-Employee Director Stock Option Plan (the "Director Plan") provides
for the reservation of 75,000 shares of Common Stock, subject to adjustment for
reorganizations, recapitalizations, stock splits or similar events, for
issuance upon the exercise of options to be granted under the Director Plan.
Shares of Common Stock subject to the unexercised portions of any options
granted under the Director Plan which expire, terminate or are canceled may
again be subject to options under the Director Plan. Directors, who are not
employees of the Company or a subsidiary of the Company, are currently eligible
to receive options under the Director Plan. A person shall not be considered an
employee solely by serving as Chairman of the Board. As of April 14, 1995,
three persons are eligible to receive said grants.
The Director Plan will be self-governing. Questions of interpretation, if
any, will be resolved by the Board of Directors.
Each non-employee director will be granted upon his initial election to the
Board a Non-Qualified Stock Option ("NQO") to purchase 5,000 shares of the
Company's Common Stock. After the initial grant of the NQO to purchase 5,000
shares of the Company's Common Stock, each non-employee director will receive
annual grants of NQO's to purchase 2,500 shares of the Company's Common Stock
on the date of each subsequent Annual Meeting of Stockholders. The per share
exercise price of the options will be the fair market
9
<PAGE>
value of a share of the Company's Common Stock on the date of grant. Each
option will have a term of ten years and shall become exercisable at the rate
of 25% per year over a period of four years of Board service. Optionees will
receive credit for service, if any, on the Board prior to the date of the
option grant in satisfying these vesting requirements.
OPTION GRANTS
Shown below is further information on grants of stock options pursuant to the
Plan during the fiscal year 1994, to the Named Officers. No stock appreciation
rights have been granted in connection with options.
OPTION/SAR GRANTS TABLE
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
PRICE
APPRECIATION
FOR OPTION
INDIVIDUAL GRANTS TERM (1)
------------------------------------------------ --------------
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL
OPTIONS/ OPTIONS/SARS EXERCISE
SARS GRANTED TO OR BASE
GRANTED EMPLOYEES IN PRICE EXPIRATION
NAME (2) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ---------- ------------ -------- -------------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Richard H. Savage....... -- -- -- -- -- --
Chairman of the Board
and Co-Chief Executive
Officer
John E. Savage.......... 10,800(3) 15.1% 13.875 March 22, 2004 94,240 238,822
Co-Chief Executive
Officer, President and
Chief Operating Officer
Steven R. Kay........... 7,500(3) 10.5% 13.875 March 22, 2004 65,444 165,849
Senior Vice President,
Chief Financial Officer
and Treasurer
Arthur F. Melton........ 8,400(3) 11.7% 13.875 March 22, 2004 73,298 185,751
Senior Vice President
Neil F. Pont............ 7,500(3) 10.5% 13.875 March 22, 2004 65,444 165,849
Senior Vice President
</TABLE>
- - --------
(1) Potential realizable value is based on an assumption that the stock price
of the Common Stock appreciates at the annual rate shown above (compounded
annually) from the date of grant until the end of the ten year option term.
These numbers are calculated based on the requirements promulgated by the
Securities and Exchange Commission and do not reflect the Company's
estimate of future stock price growth.
(2) The Plan is administered by the Compensation and Stock Option Committee of
the Board of Directors. The committee determines the eligibility of
employees, the number of shares to be granted and the terms of such grants.
(3) Options were granted on March 22, 1994 at fair market value and become
exercisable at the rate of25 percent on the first, second, third and fourth
anniversary of the grant date, and have a term of 10 years.
10
<PAGE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
Shown below is information with respect to the unexercised options to
purchase the Company's Common Stock under the Plan.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS
OPTIONS/SARS AT FY-END
AT FY-END (#) ($)(1)
------------- -------------
SHARES ACQUIRED VALUE
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard H. Savage........ -- -- 11,000 -- 68,805 --
Chairman of the Board and
Co-Chief Executive
Officer
John E. Savage........... -- -- 50,625 24,675 59,626 10,251
Co-Chief Executive
Officer, President
and Chief Operating
Officer
Steven R. Kay............ -- -- 7,500 15,000 24,375 24,375
Senior Vice President,
Chief Financial
Officer and Treasurer
Arthur F. Melton......... -- -- 18,750 19,650 15,703 17,109
Senior Vice President
Neil F. Pont............. 5,625 22,969 -- 16,875 -- 17,109
Senior Vice President
</TABLE>
- - --------
(1) Represents the difference between the closing price of the Company's Common
Stock on the AMEX on December 31, 1994 and the exercise price of the
options.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE OF THE BOARD OF DIRECTORS
The Report of the Compensation and Stock Option Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
The Compensation and Stock Option Committee of the Board of Directors (the
"Committee") establishes the general compensation policies of the Company,
establishes the compensation plans and specific compensation levels for
executive officers and administers the Stock Option Plan and the Annual
Executive Incentive Plan (the "Incentive Plan"). The Committee is comprised of
three non-employee members of the Board of Directors.
The cash compensation of the executive officers of the Company is comprised
of two elements: base salary and cash bonuses awarded under the operation of
the Incentive Plan. The potential cash bonus awards are intended to comprise a
significant portion of each executive's compensation.
DESCRIPTION OF THE ANNUAL EXECUTIVE INCENTIVE PLAN
Annual incentives for the Co-CEO's are intended to reward them for increasing
earnings while maintaining the quality of those earnings. During 1994, the
Company changed the methodology used in calculating the annual cash bonus
reward for the Co-CEO's. Currently, it is based on a two-part formula: (1) a
bonus measured by the extent to which earnings per share ("EPS") exceed an
annual benchmark; and (2) a
11
<PAGE>
bonus related to the underwriting performance of the Company as measured by the
combined ratio, i.e., the ratio of total underwriting expenses to net premiums
earned. For 1994, the EPS benchmark was established at $1.60 per share, the
Company's actual EPS for the previous calendar year; the benchmark will be
raised in each future year in accordance with a formula included in the plan.
The Committee believes that the new Incentive Plan better aligns annual
executive compensation with stockholder interests, by tying the major part of
the annual executive bonus payments to growth in earnings per share.
Annual cash bonus provisions for the three executive officers below the level
of CEO use the same benchmarks as established for the Co-CEO's, but limit their
bonus opportunities to a smaller percentage of their base salaries.
During 1994, the cash bonus awards under the Incentive Plan comprised 36.2%
of the cash compensation of the five executive officers in the aggregate.
Richard H. Savage and John E. Savage, the Company's Co-Chief Executive
Officers, received 40.3% and 38.9%, respectively, of their cash compensation
from cash bonus awards made under the Incentive Plan.
SALARY ADMINISTRATION
The Committee's general policy is to establish base salaries for the
executive officers at levels consistent with those being paid by organizations
with which the Company is competing for executive talent. Since there has been
limited salary information available for other publicly-held surety companies
in the Company's size range, it is difficult to obtain competitive salary data
which can be considered directly relevant. As a result, the Committee has used
a combination of factors in setting and adjusting the base salaries of the
executive officers. These factors include available salary data from other
companies, relative responsibility and compensation within the Company, the
individual's past performance and future potential. Included in the salary data
reviewed by the Committee is information obtained from a Company-maintained
data base comprised of approximately 20 publicly-held firms in related
financial services businesses.
LONG-TERM INCENTIVES
It is the Committee's policy to provide long-term incentives to the
executives of the Company through annual grants of stock options. This
component of the compensation program is intended primarily to motivate
executives to improve the long-term market performance of the Company's stock.
Since the value of an option bears a direct relationship to the Company's stock
price it is considered to be an effective incentive for managers to create
value for all stockholders. The Committee therefore views stock options as an
important component of its long-term performance-based compensation philosophy.
No stock options have been granted to Richard H. Savage in recent years
because of his substantial stock ownership in the Company.
Other executives receive Incentive Stock Options ("ISO's") granted at the
current market value, except for John E. Savage who can elect to receive either
ISO's granted at 110% of market value pursuant to Section 422 of the Internal
Revenue Code or Non-Qualified Stock Options ("NQO's") granted at market price.
Generally, options vest 25% per year over four years and expire after 10 years.
The options will only have value to the extent that the Company's stock price
increases during that period.
In recent years, the Committee has operated under a guideline of making
annual grants of options in the range of 2.5% to 3.0% of the outstanding stock
of the Company. This equates to approximately 60,000 to 70,000 annual grants
currently. Within this framework, the Committee determines the allocation of
options to be granted each year based on the executive's position in the
Company; i.e., the number of options granted is intended to be proportional to
an executive's perceived ability to influence the Company's long-term growth
and profitability.
12
<PAGE>
During 1994, the Committee authorized the grant of 71,700 employee stock
options, as compared to 52,000 grants in 1993 and 61,000 grants in 1992.
Included in the 1994 grants were 34,200 options granted to executive officers
of the Company, as detailed in the Option/SAR Grants Table of this Proxy
Statement. All of these options were granted at a per share exercise price of
$13.875.
The 1993 Omnibus Reconciliation Act ("OBRA") became law in August 1993. Under
the new law, income tax deductions for compensation paid by publicly-traded
companies may be limited to the extent total compensation (including base
salary, annual bonus, restricted stock awards, stock option exercises, and non-
qualified benefits) for certain executive officers exceeds $1 million in any
one year. Under OBRA, the deduction limit does not apply to payments which
qualify as "performance based." To qualify as "performance based," compensation
payments must be made from a plan that is administered by a compensation
committee of the Board of Directors which is comprised solely of two or more
outside directors. In addition, the material terms of the plan must be
disclosed to and approved by stockholders, and the Committee must certify that
the performance goals were achieved before payments can be awarded.
To the extent readily determinable, and as one of the factors in its
consideration of compensation matters, the Committee also considers the
anticipated tax treatment of the Company and to the executives of various
payments and benefits. However, since some types of compensation payments and
their deductibility depend upon the timing of an executive's exercise of stock
options (e.g., the spread on exercise of non-incentive stock options), and
because interpretations and changes in the tax laws and other factors beyond
the Committee's control may also affect the deductibility of compensation, the
Committee will not necessarily limit executive compensation to that which is
deductible under applicable provisions of the Internal Revenue Code. The
Committee will consider various alternatives to preserving the deductibility of
compensation payments and benefits to the extent reasonably practicable and to
the extent consistent with its other compensation objectives.
Dated: April 12, 1995 Compensation and Stock Option
Committee
Thomas R. Bennett (Chairman)
Edgar L. Fraser
Jonathan K. Layne
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Directors Bennett, Fraser and Layne comprise the Compensation and Stock
Option Committee.
Mr. Fraser is a partner of the law firm Wadsworth, Fraser and Dahl which has
provided legal services to the Company. The Company expects that such law firm
will continue to render legal services to the Company.
Mr. Layne is a partner of the law firm Gibson, Dunn and Crutcher which has
provided legal services to the Company. The Company expects that such law firm
will continue to render legal services to the Company.
13
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
The Stock Price Performance Graph below compares the yearly percentage change
in the cumulative total stockholder return on the Company's Common Stock
(assuming reinvestment of dividends) against the cumulative total return of the
S&P 500 Stock Index and the Property Casualty Insurance Industry Composite
Index (in each case also assuming reinvestment of dividends) for the five
fiscal years commencing January 1, 1990 and ending December 31, 1994.
[PERFORMANCE GRAPH APPEARS HERE]
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
----------------------------------------------------
COMPANY 1989 1990 1991 1992 1993 1994
- - ------------------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
AMWEST INSURANCE GR $100.00 $111.67 $ 94.94 $ 95.43 $123.28 $121.60
INDUSTRY INDEX $100.00 $ 84.89 $107.70 $126.99 $130.06 $128.82
BROAD MARKET $100.00 $ 96.88 $126.42 $136.08 $149.80 $151.78
</TABLE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick was the Company's independent auditor for fiscal 1994.
During fiscal 1994, the Company also engaged KPMG Peat Marwick to render
certain non-audit professional services involving assistance on tax planning
matters, actuarial services and general consultations.
The appointment of auditors is approved annually by the Board of Directors
which is based in part on the recommendation of the Audit Committee. In making
its recommendation, the Audit Committee reviews
14
<PAGE>
both the audit scope and estimated audit fees for the coming year. KPMG Peat
Marwick has been selected by the Audit Committee for the current year and the
Board of Directors is expected to act upon its recommendation at its next
meeting. Stockholder approval is not sought in connection with this election.
KPMG Peat Marwick has served as the Company's independent auditor since 1984.
Representatives of KPMG Peat Marwick will be present at the Annual Meeting of
Stockholders and will be given an opportunity to make a statement if they
desire to do so and will respond to questions from stockholders.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Stockholders who wish to present proposals for action at the 1996 Annual
Meeting of Stockholders should submit their proposals in writing to the
Secretary of the Company at the address set forth on the first page of this
Proxy Statement. Proposals must be received by the Secretary no later than
December 15, 1995, for inclusion in next year's proxy statement and proxy card.
MISCELLANEOUS
The Company knows of no matters other than the foregoing to be brought before
the Annual Meeting but if any other such matter properly comes before the
meeting, or any adjournment or postponement thereof, it is the intention of the
persons named in the accompanying form of Proxy to vote the proxies in
accordance with their best judgement.
The Annual Report of the Company for the fiscal year ended December 31, 1994,
including financial statements, is being mailed under the same cover to each
person who was a stockholder of record on April 14, 1995.
The Company will furnish without charge a copy of its Annual Report on Form
10-K for the fiscal year ended December 31, 1994, as filed with the Securities
and Exchange Commission, to any stockholder desiring a copy. Stockholders may
write to Amwest Insurance Group, Inc., P.O. Box 4500, Woodland Hills, CA 91365-
4500, Attention: Steven R. Kay, Senior Vice President.
EACH STOCKHOLDER WHO DOES NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON
IS URGED TO EXECUTE THE PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
[SIGNATURE OF RICHARD H. SAVAGE
APPEARS HERE]
Richard H. Savage
Chairman of the Board and Co-Chief
Executive Officer
Woodland Hills, California
April 17, 1995
15
<PAGE>
PROXY AMWEST INSURANCE GROUP, INC. PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 25, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS for the Annual
Meeting of Stockholders to be held on May 25, 1995 at 2:00 P.M., Los Angeles
time, at the Warner Center Hilton, 6360 Canoga Avenue, Woodland Hills,
California 91367.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and the accompanying Proxy Statement for the 1995 Annual
Meeting and, revoking all prior Proxies, appoints Richard H. Savage, John E.
Savage, Steven R. Kay, Arthur F. Melton and Neil F. Pont, and each or any of
them, with full power of substitution in each, the proxies of the undersigned
to represent the undersigned and vote all shares of Common Stock of the
undersigned in Amwest Insurance Group, Inc., at the Annual Meeting of
Stockholders to be held on May 25, 1995 and any adjournments or postponements
thereof upon the following matters and in the manner designated below:
THIS PROXY WILL BE VOTED FOR ITEM 1 UNLESS OTHERWISE SPECIFIED
1. ELECTION OF DIRECTORS FOR THE TERMS EXPIRING AS SET FORTH BELOW AND AS
DESCRIBED IN THE PROXY STATEMENT:
[_]
FOR all nominees listed below
[_]
WITHHOLD AUTHORITY
(except as marked) to vote for all nominees listed
Arthur F. Melton (1998), Edgar L. Fraser (1998)
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below:
- - --------------------------------------------------------------------------------
(CONTINUED ON REVERSE SIDE)
(CONTINUED FROM OTHER SIDE)
2. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof and as to which the undersigned
hereby confers discretionary authority.
Please sign as name(s) appears.
Executors, administrators,
guardians, officers of cor-
porations, and others signing in
a fiduciary capacity should state
their full titles as such.
Date:_______________________, 1995
----------------------------------
----------------------------------
PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY
IN THE ENCLOSED ENVELOPE.
