PRIME CAPITAL CORPORATION
O'Hare International Center
10275 West Higgins Road
Rosemont, Illinois 60018
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
August 21, 1996
To the Stockholders of
PRIME CAPITAL CORPORATION:
The Annual Meeting of Stockholders (the "Annual Meeting") of
Prime Capital Corporation, a Delaware corporation (the "Company"), will
be held on August 21, 1996, at 11:00 o'clock a.m. (C.D.T.), at O'Hare
International Conference Center, 10275 West Higgins Road, Rosemont,
Illinois 60018 for the following purposes:
1. To elect a Board of Directors to serve for the ensuing year.
2. To consider increasing the current stock option plan by two hundred
fifty thousand (250,000) shares.
3. To consider adopting an Amendment of the Certificate of
Incorporation to authorize the issuance of two hundred fifty thousand
(250,000) shares of preferred stock.
4. To consider and act upon a proposal to ratify the selection by the
Board of Directors of KPMG Peat Marwick LLP as auditors of the
Company for the current fiscal year.
5. To act upon any and all matters incident to any of the foregoing and
transact such other business as may properly be brought before the
meeting or any adjournments thereof.
Only stockholders of record at the close of business on July 11,
1996, will be entitled to notice of, and to vote at, the Annual Meeting or
any adjournments thereof.
All stockholders of record on that date are entitled to be present
and to vote at the Annual Meeting and are cordially invited to attend the
Annual Meeting. If you plan to attend, you may obtain an admittance
card by completing the enclosed reservation form and returning it with
your proxy. Stockholders are urged, whether or not they plan to attend
the Annual Meeting, to mark, date and sign the enclosed proxy and return
it promptly in the accompanying envelope. If you attend the Annual
Meeting and vote by ballot at the Annual Meeting, you can revoke your
proxy at that time and your vote at the Annual Meeting will be counted.
By Order of the
Board of Directors
Suzanne M. Jackson
Secretary
Rosemont, Illinois
July 18, 1996
<PAGE>
PRIME CAPITAL CORPORATION
O'Hare International Center
10275 West Higgins Road
Rosemont, IL 60018
PROXY STATEMENT FOR ANNUAL MEETING
August 21, 1996
INTRODUCTION
Solicitation, Voting and Revocation of Proxies
This Proxy Statement is furnished in connection with the
solicitation by, and on behalf of, the Board of Directors of Prime Capital
Corporation (the "Company") of proxies to be voted at the Annual
Meeting of Stockholders (the "Annual Meeting") of the Company on
August 21, 1996, and at any adjournment or adjournments thereof. This
Proxy Statement and the accompanying proxy card are being mailed to
stockholders on or about July 18, 1996. The Annual Meeting is called
for the purposes stated in the accompanying Notice of Annual Meeting
of Stockholders (the "Notice") which are (i) elect a board of directors, (ii)
consider increasing the stock option plan by 250,000 shares, (iii) consider
adopting an amendment to the Certificate of Incorporation to authorize
the issuance of two hundred fifty thousand (250,000) shares of preferred
stock, and (iv) ratify the selection of auditors. If a proxy is properly
signed and is not revoked by the stockholder, the shares represented
thereby will be voted by the Proxy Committee in accordance with the
stockholder's directions. Stockholders are urged to specify their choices
by marking the appropriate boxes on the enclosed proxy card. If no
choice has been specified, the shares will be voted by the Proxy
Committee "FOR" the election of management's slate of directors, the
adoption of an amendment authorizing the issuance of two hundred fifty
thousand (250,000) shares of preferred stock, the increase of the current
stock option plan by two hundred fifty thousand (250,000) shares, and the
ratification of KPMG Peat Marwick as auditors of the Company for the
current fiscal year. The Proxy Committee presently consists of James A.
Friedman, Leander W. Jennings, Marvin T. Keeling, William D.
Smithburg and Robert T. Youngquist. Proxy cards also confer upon the
Proxy Committee discretionary authority to vote the shares represented
thereby on any matter which is not known at this time but may be
presented for action at the meeting. The Company does not know of any
other matters that will be presented at the Annual Meeting. If any other
matter comes before the Annual Meeting, or any of its adjournments,
however, the members of the Proxy Committee will vote in accordance
with their best judgment.
A proxy may be revoked at any time before it is exercised by
voting in person at the Annual Meeting or by a later proxy, or by written
notice of revocation bearing a later date which is delivered to the
Secretary of the Company at or prior to the Annual Meeting.
Cost and Manner of Solicitation
The Company will bear the cost of the solicitation of proxies,
including the charges and expenses of brokerage firms and other
custodians, nominees, and fiduciaries for forwarding proxy materials to
beneficial owners of the Company's stock. Solicitations will be made
primarily by mail, but certain directors, officers or regular employees of
the Company may solicit proxies in person or by telephone or telegram
without special compensation.
Available Reports: Incorporation by Reference
This Proxy Statement is accompanied by a copy of the
Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1995. That report includes financial statements for the
year ended December 31, 1995 audited by KPMG Peat Marwick, the
Company's independent accountants. The Annual Report to the
Stockholders is furnished for information only and no part thereof is
incorporated by reference in this Proxy Statement.
UPON WRITTEN REQUEST OF ANY STOCKHOLDER, THE
COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF ITS
ANNUAL REPORT ON FORM 10-KSB; WITHOUT EXHIBITS, AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON APRIL 15, 1996. THE EXHIBITS THERETO WILL BE
AVAILABLE AT A CHARGE OF $.20 PER PAGE. REQUESTS
SHOULD BE ADDRESSED TO THE COMPANY IN CARE OF
INVESTOR RELATIONS, PRIME CAPITAL CORPORATION,
O'HARE INTERNATIONAL CENTER, 10275 W. HIGGINS ROAD,
ROSEMONT, ILLINOIS 60018. ALSO AVAILABLE IS THE
COMPANY'S FIRST QUARTER REPORT ON FORM 10-QSB AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 15, 1996.
Voting Securities
The Board of Directors has fixed the close of business on July
11, 1996 as the record date for determining stockholders entitled to notice
of, and to vote at, the Annual Meeting. The voting securities issued and
outstanding on the record date consist of 4,280,165 shares of the
Company's Common Stock, $.05 par value ("Common Stock"), each
share of which is entitled to one vote.
Proposal 1
ELECTION OF DIRECTORS
Voting for Directors
A Board of five Directors will be elected at the 1996 Annual
Meeting. All Directors are elected annually and hold office until the next
annual meeting of stockholders or until their successors have been elected
and qualified.
The persons named below have been nominated by the Board for
election as Directors. Messrs. Friedman, Jennings, Smithburg and
Youngquist have served as Director since the respective dates set forth
below. The Board has no reason to anticipate that any nominee will
decline or be unable to serve. In the event that any nominee does decline
or is unable to serve, proxies may be voted for the election of a
substitute nominee or may be voted for a lesser number of Directors. In
the absence of instructions to the contrary, proxies will be voted for the
election of the Directors named below.
The Board of Directors recommends a vote "FOR" the election
of the nominees for Directors.
<PAGE>
Certain information concerning the nominees is set forth below.
Principal Occupation During Past Director
Name Five Years and Other Information Age Since
James A.
Friedman President and Chief Executive Officer 51 1978
of the Company since November 1978;
Treasurer of the Company from August
1979 to September 1985. Officer and
Director of PLI.
Leander W.
Jennings President of Jennings & Associates 67 1986
since September 1986; Managing Partner,
Chicago Office of KPMG Peat Marwick from
January 1977 to February 1985; Director
of A.O. Smith Corporation, Alberto Culver
Corporation, and Teppco Partners L.P..
William D.
Smithburg Chairman of The Quaker Oats Company 58 1986
since 1983 and Chief Executive Officer
thereof since 1981; Director of The
Quaker Oats Company, Abbott Laboratories, The
Northern Trust Corporation and Corning Glass
Works.
Robert R.
Youngquist Practicing Orthodontist and owner of 47 1978
D.D.S. Robert R. Youngquist D.D.S., Ltd. during
the past six years.
Mark P.
Bischoff Senior Partner of Bischoff, Maurides & 49 n/a
Swabowski, Ltd. since 1988; Secretary of
the Board of Directors and General Counsel
of the Company since 1986.
The Board of Directors
The Company's business is managed under the direction of the
Board of Directors. During 1995, the Board of Directors held 3 regular
meetings. The standard Committees of the Board are the Executive
Committee, the Audit Committee, and the Compensation and Stock
Option Committee. The Board does not have a standing Nominating
Committee. All Directors attended all meetings of the Board of Directors
and meetings held by all committees of the Board on which the Director
served during the period that the Director served.
Committees of the Board of Directors
The Executive Committee exercises all the powers and authority
of the Board of Directors in the management of the business and affairs
of the Company during the intervals between meetings of the Board,
subject to the restrictions set forth in the By-Laws. The members of the
Executive Committee are: James A. Friedman (Chairman), Leander W.
Jennings and William D. Smithburg. The Executive Committee met 3
times during 1995.
The Audit Committee has the general responsibility for
establishing and maintaining communications with the Company's internal
and independent accountants, reviewing the methods used and
examinations made by the auditors in connection with the Company's
published financial statements and reviewing with the auditors the
Company's financial and operating controls. The members of the Audit
Committee are: Leander W. Jennings (Chairman) and William D.
Smithburg. The Audit Committee met 1 time during 1995.
The Compensation and Stock Option Committee oversees the
Company's compensation and benefit policies and programs, including the
administration of the 1984 Incentive Stock Option Plan, the 1986 Non-
Qualified Stock Option Plan and the 1987 Stock Option Plan. The
Committee also has general responsibility for the Company's personnel
and compensation matters. The Committee presently consists of the
following Directors of the Company: James A. Friedman and Marvin T.
Keeling. The Committee met 5 times during 1995.
Proposal 2
INCREASE IN STOCK OPTION SHARES
The Company, through the Board of Directors, administers a
stock option plan. See "Compensation Pursuant to Plans" on page 8. An
aggregate of 300,000 shares of the Company's Common Stock was
reserved for issuance pursuant to the exercise of options under the 1987
Stock Option Plan (the "1987 Plan"). The 1987 Plan originally received
200,000 shares from the 1984 Incentive Stock Option Plan and 15,000
from the 1986 Non-qualified Stock Option Plan. On August 31, 1994,
the aggregate number of shares available for options under the 1987 Plan
was increased from 300,000 to 500,000 shares.
There will be presented at the meeting a proposal to amend the
1987 Plan to increase the aggregate number of available shares of the
Company s Common Stock from 500,000 shares to 750,000 shares. The
Company desires to remain competitive in its industry in order to be able
to keep its best personnel and to attract new people to the Company. The
Board of Directors believes this type of incentive arrangement is critical
for this purpose and believes the increase in the number of authorized
shares will assist in achieving these objectives. If shares under a grant
are not issued or transferred, those shares would be available for
inclusion in future grants. The Board of Directors recommends a vote
FOR this proposal.
Proposal 3
ISSUANCE OF PREFERRED STOCK
At the Board of Directors meeting held on May 22, 1996, the
Board deemed it advisable that the Corporation's Certificate of
Incorporation be amended to authorize the issuance of two hundred fifty
thousand (250,000) shares of preferred stock (the "Preferred Stock"). The
Board appointed Dain Bosworth Incorporated as placement agent for the
Preferred Stock. The agreement, as stated in the Confidential Private
Placement Memorandum dated April 15, 1996, includes a provision for
the Asset Sourcing which the Board believes will expedite the recognition
of income by the Company in it's sale of financial assets.
It is proposed that Article Fourth of the Certificate of
Incorporation of Prime Capital Corporation be amended to read in its
entirety as follows:
FOURTH: The total number of shares of all classes of stock
which the Corporation shall have the authority to issue is
10,000,000 shares of common stock with a par value of $.05 per
share and 250,000 shares of preferred stock.
The preferred stock authorized hereunder shall have such par
value, voting powers, designations, preferences, rights and
qualifications, limitations and restrictions as shall be set forth in
a resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors of the Corporation (emphasis
added to reflect amended language).
The Board of Directors recommends a vote FOR this proposal.
Proposal 4
SELECTION OF INDEPENDENT ACCOUNTANTS
FOR FISCAL YEAR ENDING DECEMBER 31, 1996
The Board of Directors has selected the firm of KPMG Peat Marwick
LLP, independent accountants, to audit the accounts of the Corporation
for its fiscal year ended December 31, 1996. The Corporation has been
advised that neither that firm nor any of its partners has any other
relationship, direct or indirect, with the Corporation or its subsidiaries.
It is expected that a representative of KPMG Peat Marwick LLP will
be present at the Annual Meeting with an opportunity to make a
statement, if he desires to do so, and available to respond to appropriate
questions.
The Board of Directors recommends a vote "FOR" this proposal.
EXECUTIVE COMPENSATION AND OTHER
INFORMATION
The following table shows all the cash compensation paid or to be
paid by the Company or any of its subsidiaries, as well as certain other
compensation paid or accrued, during the fiscal years indicated, to the
President and Chief Executive Officer, and the three highest paid
executive officers of the Company whose compensation was at least
$100,000 for the last fiscal year in all capacities in which they served:<PAGE>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Year Salary Bonus Other Restricted Options LTIP All Other
Principal ($) ($) Annual Stock /SAR Payouts Compensa-
Position Compensa- Award(s) ($) tion
tion($) ($)
James A.
Friedman,
President and
Chief Executive
Officer 1995 288,000
1994 357,000 3,625
1993 200,150 156,850
Options/SAR Grants in Last Fiscal Year
Individual Grants
(a) (b) (c) (d) (e)
Name Options % of Total Options Exercise or Expiration
Granted(#) Granted to Employees Base Price Date
In Fiscal Year ($/Sh)
Robert C.
Benson 25,000 29% $1.06 August 9, 2005
Aggregated Option/SAR Exercises in Last Fiscal Year and
FY-End Option/SAR Values
(a) (b) (c) (d) (e)
Name Shares Acquired on Value Realized Number of Value of
Exercise (#) ($) Unexercised Unexercised
Options at In-the-
FY-End (#) Money
Options at
FY-End ($)
Exercisable Exercisable/
Unexercisable Unexercisable
Robert.
C. Benson - - 0/25,000 $0/46,875<PAGE>
Director's Compensation
Each Director of the Company who is not an Executive Officer receives
an annual retainer of $10,000 plus a fee of $500 for attendance at each
meeting of the Board. In addition, members of the Committees of the Board who
are not Executive Officers receive a fee of $300 for each Committee
meeting attended. Directors of the Company who are also Executive
Officers receive no compensation for rendering services as a Director
except for reimbursement of out-of-pocket expenses.
Compensation Pursuant to Plans
The Company has adopted the 1984 Incentive Stock Option Plan
(the "ISO Plan"), the 1986 Non-Qualified Stock
Option Plan (the "Non-Qualified Plan") and the 1987 Plan. All descriptions
of the various plans are qualified in their
entirety by reference to the actual Plan documents which are available
for examination.
The ISO Plan is administered by a committee of not less than two
Directors of the Board (the "Committee"). The
Board must select the members of the Committee from among those Directors
who are ineligible to participate in, and
who have not within the year preceding appointment to the Committee been
eligible to participate in, the ISO Plan or any
other stock option plan of the Company. The ISO Plan empowered the
Committee to grant incentive stock options to "key
employees" of the Company and its subsidiaries to purchase shares of
the Company's Common Stock at any time prior
to the approval of the 1987 Plan. Subject to certain limitations,
the ISO Plan empowered the Committee to determine
the persons to whom options were granted, the number of shares to be
covered by each option, the option price per share
(which must have been at lease equal to 100% of the fair market value of
the Common Stock of the Company on the date
the option is granted) and all other terms and conditions of the option
and its exercise. Termination of an optionee's
employment with the Company or its subsidiaries results in the termination
of all options held by such optionee which
were not exercisable at the time of such termination of employment.
All options granted under the ISO Plan are non-
assignable and non-transferable other than by will or the laws of
descent or distribution.
The Non-Qualified Plan empowered the Board of Directors for a
period of 10 years commencing on March 26,
1986, to grant non-qualified stock options to purchase shares of the
Company's Common Stock to Directors of the
Company who are not Officers or employees of the Company or its
subsidiaries and to key employees who are not
Directors of the Company. The Non-Qualified Plan provided for the issuance
of up to 25,000 shares of Common Stock
upon the exercise of options thereunder at any time prior to the approval
of the 1987 Plan. A Director participant could
not be granted options to purchase more than 7,500 shares of
Common Stock under the Plan. On March 26, 1986, the
Board of Directors delegated the responsibility for the administration
of the Non-Qualified Plan to the Committee. Subject
to the provisions of the Non-Qualified Plan, the Committee determined
the persons to whom options are granted, the
number of shares subject to each option, the exercise price of
each option and all other terms and conditions of exercise.
Pursuant to an amendment adopted on May 1, 1986, options must have
been granted at not less than 85% of the current
fair market value of the shares of Common Stock. Each option granted
under the Non-Qualified Plan was and is
immediately exercisable in full. A portion of the shares purchased
upon exercise of an option granted under the Non-
Qualified Plan was and is immediately exercisable in full.
A portion of the shares purchased upon exercise of an option
granted under the Non-Qualified Plan may, however, be subject to
repurchase by the Company at the option price if the
optionee ceases to be an employee or a Director, as the case may be,
of the Company within five years after the date
of grant of the option. Such repurchase option lapses pro-rata over such
period and lapses entirely where certain
transactions involving the Company have occurred. Options are not
transferable, except that options may be exercised
by the executor, administrator or personal representative of a deceased
optionee for a period of not longer than one year
after the death of such optionee at such time and to such extent that the
optionee, had he lived, would have been entitled
to exercise such option.
The 1987 Plan was adopted by the Board of Directors on March 24,
1987 and was approved by the stockholders
on May 27, 1987. An aggregate of 300,000 shares of the Company's Common
Stock was initially reserved for issuance
pursuant to the exercise of options under the 1987 Plan, 200,000 of which
were transferred from the ISO Plan and 15,000
of which were transferred from the Non-Qualified Plan.
On August 31, 1994 the stockholders approved an additional 200,000
shares of the Company's Common Stock
be reserved for issuance pursuant to the exercise of options under the
1987 Plan. The Company has proposed increasing
the aggregate number of shares available for options under the 1987 Plan
to 750,000 shares. See Increase in Stock Option Shares on page 5.
The Board of Directors may grant options to purchase shares of
the Company's Common Stock at times and prices
provided for in the agreements granting the options, subject to the terms
of the 1987 Plan, to key employees (who are not
Directors of the Company) and Directors (who are not Officers or employees
of the Company or its subsidiaries) of the
Company or its subsidiaries. Only key employees are eligible to receive
incentive stock options. Key employees and
Directors are eligible to receive non-qualified options. All options are
subject to the specific terms and conditions
evidenced by written agreements between the Company and the optionee.
The maximum number of shares for which an
option may be granted to any one key employee (who is not a Director of
the Company) is not limited other than in the
discretion of the Board. The total number of shares of Common Stock
subject to options granted under the 1987 Plan
to an optionee who is a Director shall not exceed 25,000.
An optionee may exercise options granted under the 1987 Plan for a
period of three months following, in the case
of an optionee who is an employee, termination of the optionee's employment
(12 months if termination of employment
is due to total and permanent disability), or, in the case of an optionee
who is a non-employee Director, the time the
optionee ceases to be a Director of the Company (12 months if he ceases to
be a Director due to total and permanent
disability) to the same extent that the optionee might have exercised such
option at the time of such termination of
employment or the time he ceased to be a Director, as the case may be.
The Company shall have the right to repurchase
certain shares on termination of employment or directorship. Options
shall not be transferable, except that options may
be exercised by the executor, administrator or personal representative of a
deceased optionee for a period of not longer
than one year after the death of such optionee at such time and to
such extent that the optionee, had he lived, would have
been entitled to exercise such option. The following information
is provided in aggregate.
Executive All Eligible
Officers Employees
As a Group(1) As a Group(2)
Options Granted During Fiscal 1995 25,000 85,000
Weighted Average Per Share Exercise Price - $ 1.17
Total Options Exercised - -
Value Realized in Shares or Cash - -
Shares Sold During Fiscal 1995 - -
Options Outstanding at December 31,1995 25,000 336,094
_____________
(1) (1 person granted in 1995)
(2) (5 persons granted in 1995)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Current Ownership
The following table sets forth certain information as of
December 31, 1995 with respect to the beneficial ownership
of the Company's Common Stock by each stockholder or group
known by the Company to be the beneficial owner of
more than 5% of its outstanding Common Stock, by each Director,
and by all Executive Officers and Directors as a group.
The information is based, in part, on data furnished by such Executive
Officers, Directors and stockholders. The addressof each holder of
more than 5% of the Company's Common Stock other than First Financial
Fund, Inc. and Wellington
Management Company is O'Hare International Center, 10275 West Higgins
Road, Rosemont, Illinois 60018. The address
for Wellington Management Company is 75 State Street, Boston,
Massachusetts 02109. First Financial Fund, Inc.'s
address is One Seaport Plaza, 25th Floor, New York, New York 10292.
Name of
Beneficial Owner Amount and Nature
of Beneficial Ownership Percent of Class
James A. Friedman (1) 2,198,375 48.66%
Leander W. Jennings (2) 27,100 *
Marvin T. Keeling (3) 562,125 12.44%
William D. Smithburg (2) 29,000 *
Robert R. Younquist, D.D.S. (4) 20,000 *
First Financial Fund, Inc. (5) 330,000 7.30%
All Executive Officers and
Directors as a group
(5 persons) (2) 2,836,600 62.79%
(1) Includes 459,975.67 shares owned by a trust for the benefit
of Mr. Friedman's children for which Mr. Friedman
disclaims beneficial ownership.
(2) Includes outstanding options which are currently exercisable
with respect to the following named individuals or
groups: Messrs. Jennings, 25,000 shares; Smithburg, 25,000 shares;
all Executive Officers and Directors as a group, 50,000 shares.
(3) Includes 55,000 shares held in a family trust fund for which Mr.
Keeling disclaims beneficial ownership. As of
June 5, 1996, all except 1000 shares held by Mr. Keeling were
transferred to Rosalind A. Keeling. Mr. Keeling
disclaims beneficial ownership of such shares.
(4) Includes 15,000 shares held in a pension plan of which Dr.
Youngquist is a fiduciary and for which Dr.
Youngquist disclaims beneficial ownership.
(5) According to Schedules 13G filed with the Securities and Exchange
Commission on January 31, 1996 First
Financial Fund, Inc., an investment company, is the beneficial
owner of such shares, and Wellington Management
Company, its investment advisor, may also be deemed to be a
beneficial owner of those shares.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no family relationships among the Directors and Executive
Officers of the Company.
Prior to 1986, Mr. Friedman participated in various investor programs
in which he bought equipment from PLI,
and PLI assigned to him leases by various hospitals or other lessees.
These transactions were effected in a period during
which Mr. Friedman was a Director and Executive Officer of the Company.
The transactions were structured on
substantially the same terms as the Company's other investor programs,
except the acquisition fees paid by the Executive
Officer of the Company were 50% of the usual fee. Mr. Friedman did not
purchase any new transactions in 1993, 1994 or 1995.
The following is a summary of all transactions entered into prior to
fiscal 1986 involving Executive Officers and
Directors which were in effect as of December 31, 1995:
Number of Aggregate Aggregate
Investor Leases Equipment Cost Financial Income
James A. Friedman 2 $261,036 $81,712
In September 1991, James A. Friedman purchased one lease and the
underlying telecommunications equipment
from the Company for a price of approximately $350,000, made up of cash
and an assumption of the debt secured by
those assets. The transaction was approved by the Company's outside
directors in accordance with the Company's policy
of related party transactions. The Company originally purchased the
equipment for approximately $456,000 and entered
into this lease in February, 1990. At the date of the sale to Mr. Friedman,
the assets were carried on the Company's books
at approximately $373,000. There were no proceeds received by Mr.
Friedman on this lease in 1994. $27,511 was
received by Mr. Friedman in 1995 on this transaction.
OTHER MATTERS
The Board of Directors does not intend to bring any other matters
before the meeting and is not informed of any
other business which others may bring before the meeting.
However, if any other matter should properly come before
the meeting or any adjournment thereof, it is the intention of the
persons named in the accompanying Proxy to vote on
such matters as they, in their discretion, may determine.
DEADLINE FOR SHAREHOLDER PROPOSALS
Stockholder proposals intended to be presented at the next
Annual Meeting must be received by the Company,
in writing, no later than January 31, 1997, in order to be considered
for inclusion in the Proxy Statement and proxy
for the Company's 1997 Annual Meeting. Any such proposal should be
sent to the attention of the Secretary of the
Company at O'Hare International Center, 10275 West Higgins Road,
Rosemont, IL 60018.
ALL SHAREHOLDERS ARE URGED TO MARK, SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY CARD.
By Order of the Board of Directors
Suzanne M. Jackson
Secretary
Rosemont, Illinois
July 18, 1996
APPENDIX
1995 PROXY Prime Capital Corporation
Proxy for Annual Meeting of August 21, 1996
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints James A. Friedman, Leander W. Jennings,
William D. Smithburg, and Robert R. Youngquist, each with power to appoint
his substitute, to represent and to vote all shares of stock of
Prime Capital Corporation which the undersigned is entitled to vote at
the Annual Meeting of Stockholders
of the Company to be held at O Hare International Center Auditorium,
10275 West Higgins Road, Rosemont, Illinois 60018 on Wednesday,
August 21, 1996 at 11:00
am (C.D.T.) and any adjournments thereof, as indicated on the reverse side
of this card on the proposals described in the proxy statement and all
other matters properly coming before the meeting.
A vote FOR items 1, 2, 3, 4 and 5 is recommended by the Board of Directors.
1. Election of Directors
[] FOR all nominees listed below (except as marked to the contrary)
[]WITHHOLD AUTHORITY to vote for all nominees
J.A. Friedman, L.W. Jennings, W.D. Smithburg, R.R. Youngquist, M.P. Bischoff
Instructions: To withhold authority to vote for any individual nominees,
write that nominee s name in the space provided.
2. Amend the 1987 Stock Option Plan to increase the aggregate number
of available shares of the Company's Common Stock from 500,000 shares to
750,000 shares.
[] FOR [] AGAINST [] ABSTAIN
3.Adopt and Amendment to the Corporation s Certificate of Incorporation
to authorize the issuance of 250,000 shares of preferred stock.
[] FOR [] AGAINST [] ABSTAIN
4. Ratify the Appointment of Independent Auditors.
[] FOR [] AGAINST [] ABSTAIN
5. To vote upon any and all other matters that come before the Board.
[] FOR [] AGAINST [] ABSTAIN
IMPORTANT - This proxy must be signed and dated on the reverse side.
<PAGE>
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE.
IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR
ITEMS 1, 2, 3, 4 AND 5.
Dated , 1996
Signature
Signature
Please sign exactly as your name or names appear above. For joint accounts,
both owners should sign. When signing as executor, administrator,
attorney, trustee or guardian, etc., please give your full title.
If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in partnership
name by authorized person.
