<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
CROWN GROUP, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
4) Proposed maximum aggregate value of transaction:
[ ] 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:
- ----------------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
CROWN GROUP, INC.
4040 NORTH MACARTHUR BOULEVARD, SUITE 100
IRVING, TEXAS 75038
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 15, 1998
To the Holders of Common Stock of
Crown Group, Inc.
Notice is hereby given that the Annual Meeting of Stockholders of Crown
Group, Inc., a Texas corporation (the "Company"), will be held in accordance
with its Bylaws at the Four Seasons Hotel and Resort, 4150 North MacArthur
Boulevard, Irving, Texas 75038, on Thursday, October 15, 1998, at 9:30 a.m.,
local time, for the following purposes:
(1) To elect seven directors to serve for a term of one year and
until their successors have been elected and qualified; and
(2) To conduct such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record as of the close of business on August 21,
1998, will be entitled to notice of and to vote at said meeting or any
adjournment thereof.
By Order of the Board of Directors.
/s/ Edward R. McMurphy
Edward R. McMurphy
Chairman of the Board,
President and Chief Executive Officer
August 27, 1998
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU
ARE URGED TO COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE
ACCOMPANYING RETURN ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED BY THE SENDER
IF MAILED WITHIN THE UNITED STATES.
<PAGE> 3
CROWN GROUP, INC.
4040 NORTH MACARTHUR BOULEVARD, SUITE 100
IRVING, TEXAS 75038
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 15, 1998
------------------------
PROXY STATEMENT
------------------------
SOLICITATION OF PROXIES
This Proxy Statement, which is first being mailed to stockholders on or
about August 31, 1998, is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Crown Group, Inc. (the
"Company"), for use at the Annual Meeting of Stockholders of the Company (the
"Annual Meeting") to be held at the Four Seasons Hotel and Resort, 4150 North
MacArthur Boulevard, Irving, Texas 75038, on Thursday, October 15, 1998, at 9:30
a.m., local time, and at any or all adjournments thereof. The address of the
principal executive offices of the Company is 4040 North MacArthur Boulevard,
Suite 100, Irving, Texas 75038 and the Company's telephone number at such
address is (972) 717-3423.
The total cost of this solicitation will be borne by the Company. In
addition to the U.S. mail, proxies may be solicited by officers and regular
employees of the Company, without remuneration, by personal interviews,
telephone and facsimile. It is anticipated that banks, brokerage houses and
other custodians, nominees and fiduciaries will forward soliciting material to
beneficial owners of stock entitled to vote at the Annual Meeting.
Any person giving a proxy pursuant to this Proxy Statement may revoke
it at any time before it is exercised at the Annual Meeting by notifying in
writing the Secretary of the Company, Mark D. Slusser, at the offices of the
Company, 4040 North MacArthur Boulevard, Suite 100, Irving, Texas 75038, prior
to the Annual Meeting date. In addition, if the person executing the proxy is
present at the Annual Meeting, he may, but need not, revoke the proxy, by notice
of such revocation to the Secretary of the Annual Meeting, and vote his shares
in person. Proxies in the form enclosed, if duly signed and received in time for
voting, and not so revoked, will be voted at the Annual Meeting in accordance
with the instructions specified therein. Where no choice is specified, proxies
will be voted FOR the election of the nominees for director named herein and, on
any other matters presented for a vote, in accordance with the judgment of the
persons acting under the proxies. Abstentions and broker non-votes will not be
counted as votes either in favor of or against the matter with respect to which
the abstention or broker non-vote relates; however, with respect to any proposal
other than the election of directors, abstentions and broker non-votes would
have the effect of a vote against the proposal.
Only stockholders of record at the close of business on August 21, 1998
will be entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. Each share of Common Stock issued and outstanding on such
record date is entitled to one vote. As of August 21, 1998, the Company had
outstanding 10,118,231 shares of Common Stock.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of August 21,
1998, with respect to ownership of the outstanding Common Stock by (i) all
persons known to the Company to own beneficially more than five percent (5%) of
the outstanding Common Stock of the Company (whose address is shown), (ii) each
director and nominee for director of the Company, (iii) each of the executive
officers of the Company named in the Summary Compensation Table on page 5, and
(iv) all directors and executive officers as a group. Unless otherwise
indicated, each person possesses sole voting and investment power with respect
to the shares owned by him.
<TABLE>
<CAPTION>
Number of Shares Percent
Name Beneficially Owned of Class
---- ------------------ --------
<S> <C> <C>
Robert J. Kehl 966,667(1) 9.5%
Third St., Ice Harbor
Dubuque, Iowa 52004
Edward R. McMurphy 649,540(2) 6.2%
4040 N. MacArthur Blvd.
Suite 100
Irving, Texas 75038
Gerald L. Adams 562,500(3) 5.6%
1225 East 9th St.
Lockport, Illinois 60441
Tilman J. Falgout, III 609,000(4) 5.9%
4040 N. MacArthur Blvd.
Irving, Texas 75038
Gerard M. Jacobs 462,980(5) 4.5%
John David Simmons 47,150(6) *
David J. Douglas 62,000(7) *
Mark D. Slusser 82,500(8) *
All Directors and Executive 3,442,337(9) 31.8%
Officers as a Group (8 persons)
</TABLE>
- -------------------------
* Less than 1%.
(1) Includes 956,667 shares issued in the name of Kehl River Boats, Inc., of
which Mr. Kehl is president and a principal shareholder. Also includes
10,000 shares subject to non-qualified stock options.
(2) Includes 275,000 shares subject to presently exercisable incentive stock
options.
(3) Includes 12,500 shares subject to non-qualified stock options.
(4) Includes 32,500 shares subject to non-qualified stock options, 160,000
shares subject to presently exercisable incentive stock options, and
400,000 shares held in a corporation controlled by Mr. Falgout.
(5) Includes 2,300 shares held by a corporation controlled by Mr. Jacobs,
110,000 shares owned by Mr. Jacobs' spouse and 60,000 shares subject to
presently exercisable stock options or warrants.
(6) Includes 45,000 shares subject to non-qualified stock options.
(7) Includes 40,000 shares subject to non-qualified stock options.
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<PAGE> 5
(8) Includes 80,000 shares subject to presently exercisable incentive stock
options.
(9) Includes an aggregate of 715,000 shares subject to presently exercisable
stock options or warrants, 402,300 shares held in corporations controlled
by certain directors, 956,667 shares issued in the name of Kehl River
Boats, Inc. of which a director is president and a principal shareholder,
and 110,000 shares owned by a spouse of a director.
AGENDA ITEM ONE
ELECTION OF DIRECTORS
Pursuant to the Bylaws of the Company, the Board of Directors has set
the number of directors for the ensuing year at seven, all of whom are proposed
to be elected at the Annual Meeting. In the event any nominee is unable or
declines to serve as a director at the time of the meeting, the persons named as
proxies therein will have discretionary authority to vote the proxies for the
election of such person or persons as may be nominated in substitution by the
present Board of Directors. Management knows of no current circumstances which
would render any nominee named herein unable to accept nomination or election.
Directors shall be elected by a plurality of the votes cast by the holders of
shares entitled to vote in the election of directors at a meeting of
shareholders at which a quorum is present.
Members of the Board of Directors are elected annually to serve until
the next annual meeting of stockholders and until their successors are elected
and qualified.
The following persons have been nominated for election to the Board of
Directors.
EDWARD R. MCMURPHY, age 47, has served as the Company's Chief Executive
Officer since July 1984. He has been a director of the Company since its
inception in April 1983. From 1979 to June 1986, Mr. McMurphy served as
President of Marion Properties, Inc., a real estate development company and
former parent of the Company from July 1984 to June 1986.
TILMAN J. FALGOUT, III, age 49, has served as Executive Vice President
and General Counsel of the Company since March 1995 and as a director of the
Company since September 1992. From 1978 until June 1995, Mr. Falgout was a
partner in the law firm of Stumpf & Falgout, Houston, Texas.
JOHN DAVID SIMMONS, age 62, has served as a director of the Company
since August 1986. Since 1970, he has been President of Simmons & Associates,
Inc., a real estate development company, and Management Resources Company, a
management consulting firm.
DAVID J. DOUGLAS, age 34, has served as managing director of Tuesday
Afternoon, Inc. (investment company) since January 1998. From February 1993
through December 1997, Mr. Douglas served as managing director of Triple S
Capital Corporation (investment banking firm). From July 1989 through January
1993, Mr. Douglas served as Vice President of Hatchett Capital Group, Inc.
(investment banking firm). From 1986 through 1988, Mr. Douglas was employed in
the investment banking division of Paine Webber Incorporated. Mr. Douglas has
served as a director of the Company since September 1992.
GERALD L. ADAMS, age 63, has been an entrepreneur for the past 30
years, starting, developing and operating a number of businesses primarily
related to the shipping, trucking, and real estate industries. Mr. Adams
currently owns and operates several companies, including TriRiver Dock, Inc.
(stevedoring), Clover Ridge Estates, Inc. (residential construction), Barge
Terminal Trucking, Inc. (trucking) and Adams Enterprises, Inc. (trucking and
crane services). Mr. Adams has served as a director of the Company since October
1993.
GERARD M. JACOBS, age 43, has been Chief Executive Officer and a
Director of Metal Management, Inc., a company specializing in scrap metal, since
April 1996. From 1983 to 1995, Mr. Jacobs developed resource recovery, landfill
and hydroelectric projects for his own account and for the investment banking
firm of Russell, Rea & Zappala, Inc., Pittsburgh, Pennsylvania. From 1978 to
1983, Mr. Jacobs practiced securities, corporate and
3
<PAGE> 6
banking law with the law firms of Reed, Smith, Shaw & McClay and Manion, Alder &
Cohen, P.C., Pittsburgh, Pennsylvania. Mr. Jacobs has been a director of the
Company since September 1994.
ROBERT J. KEHL, age 63, has been an entrepreneur for the past 35 years,
starting, developing and operating businesses primarily in the riverboat
construction, gaming, riverboat touring and restaurant industries. Since 1993,
Mr. Kehl has served as president of Kehl River Boats, Inc., a riverboat
construction firm in Las Vegas, Nevada. Mr. Kehl currently has interests in
companies involved in gaming and riverboat construction or operation. Mr. Kehl
has been a director of the Company since September 1994.
COMMITTEES OF THE BOARD AND ATTENDANCE
The Board of Directors of the Company presently has the following
standing committees:
(A) the Audit Committee, currently comprised of Messrs. Douglas, Kehl
and Jacobs. The Audit Committee, which held two meetings during
the Company's last fiscal year, is authorized to nominate the
Company's independent auditors and to review with the independent
auditors the scope and results of the audit engagement.
(B) the Compensation and Stock Option Committee, currently comprised
of Messrs. Adams, Douglas, McMurphy and Simmons. This Committee,
which held three meetings during the Company's last fiscal year,
recommends compensation levels for executive officers of the
Company, and is authorized to consider and make grants of options
pursuant to the Company's 1997 Stock Option Plan and to
administer its stock option plans.
During the Company's last fiscal year, the Board of Directors held
seven meetings and took action nine times by unanimous written consent. Each
incumbent director attended at least 75% of the aggregate number of meetings
held by the Board and by the Committees of the Board on which he served.
The Company does not have a Directors Nominating Committee, such
function being reserved to the entire Board of Directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers, and persons who own more than 10% of the
outstanding Common Stock of the Company, to file with the Securities and
Exchange Commission reports of changes in ownership of the Common Stock of the
Company held by such persons. Officers, directors and greater than 10%
stockholders are also required to furnish the Company with copies of all forms
they file under this regulation. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company, during the fiscal
year ended April 30, 1998, all Section 16(a) filing requirements applicable to
its officers, directors and greater than 10% stockholders were complied with.
4
<PAGE> 7
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the
Company to or on behalf of the Company's Chief Executive Officer and any other
executive officer whose salary and bonus, if any, exceeded $100,000 in fiscal
1998 (the "Named Executive Officers"), for the years ended April 30, 1998, 1997
and 1996:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------------------ ------------
Fiscal Other Annual
Name and Principal Position Year Salary Bonus Compensation Stock Options
- --------------------------- ---- ------ ----- ------------ -------------
<S> <C> <C> <C> <C> <C>
Edward R. McMurphy 1998 $300,000 $150,000 -- 25,000
Chairman of the Board, 1997 312,500 200,000 -- 25,000
President and Chief 1996 304,583 175,000 -- --
Executive Officer
Tilman J. Falgout, III 1998 $225,000 $ 75,000 -- 20,000
Executive Vice President 1997 231,250 125,000 -- 20,000
and General Counsel 1996 201,667 225,000(1) -- --
Mark D. Slusser 1998 $150,000 $ 50,000 -- 15,000
Chief Financial Officer, 1997 156,250 87,500 -- 15,000
Vice President Finance 1996 148,542 87,500 -- --
and Secretary
</TABLE>
- --------------------
(1) Includes a $100,000 payment intending to reimburse Mr. Falgout for his
losses and expenses incurred in resigning from a law firm in Houston, Texas and
relocating to Dallas, Texas.
SEVERANCE AGREEMENTS
In July 1996, the Board of Directors authorized the Company to enter
into severance agreements with each of Mr. McMurphy, Mr. Falgout and Mr.
Slusser, which agreements provide that in the event of a sale, merger,
consolidation, change in control, or liquidation of the Company, or similar
extraordinary corporate transaction causing a change in control, each such
officer shall be entitled to 2.99 times the annual compensation paid to the
executive as well as accelerated vesting of options under the Company's stock
option plans.
STOCK OPTION PLAN
In July 1997, the Board of Directors adopted the Company's 1997 Stock
Option Plan which was subsequently approved by the stockholders at the 1997
Annual Meeting (the "1997 Plan"). During the fiscal year ended April 30, 1998,
the following options were granted under the 1997 Plan:
5
<PAGE> 8
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term(1)
- ----------------------------------------------------------------------------------------------------------------------
% Total
Number of Options
Securities Granted to
Underlying Employees Exercise
Options in Price Expiration
Name Granted(2) Fiscal year Per Share Date 5% 10%
- ---- --------------- ----------- -------------- --------------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Edward R. McMurphy 25,000 41.7% $2.4375 7-9-07 $38,323 $97,119
Tilman J. Falgout, III 20,000 33.3% 2.4375 7-9-07 33,659 77,695
Mark D. Slusser 15,000 25.0% 2.4375 7-9-07 22,994 58,271
</TABLE>
- --------------------
(1) The dollar amounts under these columns represent the potential realizable
value of each option assuming that the market price of the Common Stock
appreciates in value from the date of grant at the 5% and 10% annual rates
prescribed by regulation and therefore are not intended to forecast
possible future appreciation, if any, of the price of the Common Stock.
(2) The options shown are immediately exercisable.
The following table provides certain information concerning each exercise of
stock options under the Company's stock option plans during the fiscal year
ended April 30, 1998, by the Named Executive Officers and the fiscal year-end
value of unexercised options held by such persons under the Company's stock
option plans:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Shares Options at Fiscal Options at Fiscal
Acquired Year-End year-End
On Value Exercisable/ Exercisable/
Name Exercise Realized(2) Unexercisable Unexercisable(1)
- --------------------------- ----------------------- ---------------------- ---------------------- -------------------
<S> <C> <C> <C> <C>
Edward R. McMurphy 142,143 337,590 275,000/50,000 336,328/46,875
Tilman J. Falgout, III -- -- 172,500/25,000 183,750/9,375
Mark D. Slusser -- -- 65,000/-- 81,563/--
</TABLE>
- --------------------
(1) The market value of the Company's Common Stock on April 30, 1998 was $4.25
per share, and options to purchase 587,500 shares held by the above officers
were in-the-money. The actual value, if any, an executive may realize will
depend upon the amount by which the market price of the Company's Common
Stock exceeds the exercise price when the options are exercised.
6
<PAGE> 9
DIRECTOR COMPENSATION
Effective August 1, 1998, non-employee directors of the Company receive
a $24,000 annual retainer, $2,000 per Board meeting attended in person, and $500
per Committee meeting attended in person. Directors who are also employees of
the Company do not receive separate compensation for their services as a
director. In July 1997, the Board of Directors adopted the Company's 1997 Stock
Option Plan (the "Plan"), which was subsequently approved by the stockholders at
the 1997 Annual Meeting, pursuant to which options to purchase shares of the
Company's Common Stock may be granted to directors, officers and key employees
of the Company, including non-employee directors. Pursuant to the Plan, on July
9, 1997, each then non-employee director was granted an option to purchase 5,000
shares of Common Stock, and on the first business day of July in each year
thereafter, each then non-employee director of the Company will be automatically
granted an option to purchase 2,500 shares of Common Stock, each at an exercise
price equal to the fair market value of such stock on the date of grant. Options
granted under the Plan are exercisable for a period of up to ten years. In the
event that a director ceases to be a director of the Company for any reason,
options granted to the director will generally expire upon the earlier to occur
of (1) the tenth anniversary of the date of grant of the option, or (2) ninety
days following the date on which such director ceased to be a director.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Report of the
Compensation and Stock Option Committee on Executive Compensation and the
Stockholder Return Performance Graph shall not be incorporated by reference into
any such filings.
REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION
The Board of Directors of the Company has a Compensation and Stock
Option Committee ("Compensation Committee") which recommends compensation levels
for the executive officers of the Company, including the Chief Executive
Officer, and is authorized to consider and make grants of options pursuant to
the Company's 1997 Stock Option Plan and to administer its option plans. The
Compensation Committee held three meetings during fiscal 1998. During fiscal
1998 the Company had three executive officers, including Edward R. McMurphy,
President and Chief Executive Officer; Tilman J. Falgout, III, Executive Vice
President and General Counsel; and Mark D. Slusser, Chief Financial Officer,
Vice President Finance and Secretary.
Effective September 1, 1995, Mr. McMurphy's salary was set at $350,000
per annum by the Board of Directors, upon recommendation of the Compensation
Committee. In determining such salary, the Compensation Committee reviewed
compensation levels of other chief executive officers in the gaming industry and
considered Mr. McMurphy's recent performance. In particular, the Compensation
Committee considered Mr. McMurphy's success at leading the Company's Louisiana
riverboat casino project in an unstable and highly competitive environment.
Effective August 1, 1996, the Board of Directors, upon recommendation of the
Compensation Committee, adjusted Mr. McMurphy's salary to $300,000 per annum as
part of a more complete compensation package that established an ongoing bonus
program (discussed below) which is tied to the financial performance of the
Company.
The Compensation Committee considers from time to time the payment of
bonuses to the executive officers in light of the performance of the Company and
the effort made by the executive officers to promote the Company's business. In
July 1996, the Board of Directors, with the approval of the Compensation
Committee, approved a bonus to the Named Executive Officers in connection with
their efforts and success in completing the sale of 50% of the Company's St.
Charles Gaming Company, Inc. subsidiary ("SCGC") in June 1995 and the sale of
the remaining 50% interest in SCGC in May 1996. The bonus was equal to the then
current annual salary for each of Mr. McMurphy ($350,000), Mr. Falgout
($250,000) and Mr. Slusser ($175,000). One-half of the bonus amount was paid for
the fiscal year ended April 30, 1996 and the other 50% was earned in May 1996 at
the time of the sale of the remaining 50% interest in SCGC.
7
<PAGE> 10
The Board of Directors further authorized and adopted an annual bonus
plan beginning with the fiscal year ending April 30, 1997 for the executive
officers of the Company. The aggregate bonus amount shall be equal to five
percent of the Company's consolidated earnings before income taxes (before the
bonus calculation), calculated in accordance with generally accepted accounting
principles. For the fiscal year ended April 30, 1998, in lieu of a bonus
calculated based upon the pretax earnings of the Company, the Board of Directors
authorized a bonus pool of $300,000 of which $150,000 was paid to Mr. McMurphy,
$75,000 was paid to Mr. Falgout and $50,000 was paid to Mr. Slusser. In
determining this bonus, the Board considered management's success in developing
the Company's business including the acquisitions of Paaco Automotive Group,
Inc., Precision IBC, Incorporated, M&S Tank Rentals, Inc, forming Concorde
Acceptance Corporation and acquiring a 49% interest in Casino Magic Neuquen S.A.
In July 1996, the Board of Directors also authorized the Company to
enter into severance agreements with each of Mr. McMurphy, Mr. Falgout and Mr.
Slusser, which agreements provide that in the event of a sale, merger,
consolidation, change in control, or liquidation of the Company, or similar
extraordinary corporate transaction causing a change in control, each such
officer shall be entitled to 2.99 times the annual compensation paid to the
executive as well as accelerated vesting of options under the Company's stock
option plans.
The Compensation Committee believes that the foregoing agreements and
actions are reasonable and provide competitive compensation packages necessary
in order for the Company to retain the management expertise it needs.
The Compensation Committee takes action from time to time, based upon
guidelines and recommendations provided by the Board of Directors, to provide
additional incentive compensation to the executive officers and other employees
through the award of stock options under the Company's existing stock option
plans. During fiscal 1998, the Compensation Committee made an award of stock
options to purchase shares of the Company's Common Stock to the executive
officers, as follows: Edward R. McMurphy (25,000 shares), Tilman J. Falgout, III
(20,000 shares), and Mark D. Slusser (15,000 shares).
The Company's future compensation policies will be developed in light
of the Company's financial position and results of operations and with the goal
of rewarding members of management for their contributions to the Company's
success.
<TABLE>
<S> <C> <C>
DAVID J. DOUGLAS JOHN DAVID SIMMONS GERALD L. ADAMS
</TABLE>
8
<PAGE> 11
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the fiscal year end and
monthly percentage change in the cumulative total stockholder return on the
Company's Common Stock against (i) the cumulative total return of the CRSP Total
Return Index for the NASDAQ Stock Market (U.S. companies); (ii) the MG Group
Index 744 - Auto Dealerships ("Automobile Index"), and (iii) a self-determined
index for the gaming industry created by the Company (the "Gaming Index"), for
the period of five fiscal years commencing on May 1, 1993 and ending on April
30, 1998.
As the largest portion of the Company's revenues during the fiscal year
ended April 30, 1998 were generated from automobile operations, the Company has
determined that the Automobile Index is presently the most appropriate "peer
group" index. The Company believes the Automobile Index is an accurate
reflection of the Company's peer group as the Automobile Index is comprised of
companies involved in the sale of automobiles and other vehicles through
dealerships. The Gaming Index, which is the former peer group index used by the
Company, consists of the Common Stock of certain companies in the gaming
industry including Grand Casinos, Inc., Argosy Gaming Company, Mirage Resorts,
Incorporated, Harrah's Entertainment, Inc., Players International, Inc., Casino
Magic Corp., President Riverboat Casinos, Inc., Circus Circus Enterprises, Inc.,
Showboat, Inc., and Rio Hotel & Casino, Inc. As required by the Securities and
Exchange Commission's reporting regulations, the Company is required to report
its performance, as compared to this former peer group index. The graph assumes
that the value of the investment in the Company's Common Stock and each index
was $100 on May 1, 1993.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR CROWN GROUP, INC.
<TABLE>
<CAPTION>
NASDAQ STOCK
MEASUREMENT PERIOD CROWN GROUP, MARKET (US GAMING AUTOMOBILE
(FISCAL YEAR COVERED) INC. COMPANIES) INDEX INDEX
<S> <C> <C> <C> <C>
04/30/93 100.000 100.000 100.000 100.00
138.889 105.970 125.452 121.84
1177.778 106.458 117.944 122.56
1100.000 106.584 118.451 104.18
1022.222 112.092 136.365 103.63
1177.778 115.431 149.283 98.17
1333.333 118.025 135.751 121.76
1088.889 114.508 123.483 119.42
1044.444 117.700 128.126 108.36
1288.889 121.273 135.766 117.59
1333.333 120.140 135.031 115.12
1600.000 112.752 115.307 100.80
04/29/94 1344.445 111.289 104.581 102.35
1266.667 111.560 97.041 104.23
1133.334 107.479 82.644 82.85
1311.111 109.684 85.431 89.97
1111.111 116.677 98.559 97.68
1133.333 116.378 92.769 87.63
1244.444 118.665 86.629 89.00
955.555 114.729 81.117 86.42
600.000 115.050 87.364 79.10
644.444 115.695 94.860 83.27
722.222 121.814 97.227 83.86
755.555 125.426 111.701 83.02
04/28/95 866.666 129.376 116.462 89.28
1077.777 132.713 120.812 100.60
1100.000 143.469 120.668 106.80
988.888 154.015 116.647 106.82
933.333 157.137 127.110 112.85
705.555 160.751 116.258 130.42
555.555 159.830 107.582 125.23
411.111 163.582 109.722 127.25
355.555 162.711 107.788 108.93
372.222 163.512 121.408 111.82
355.555 169.736 129.294 105.53
333.333 170.299 130.630 102.17
04/30/96 344.444 184.427 150.753 111.72
544.444 192.895 159.481 112.10
511.111 184.200 145.551 116.15
400.000 167.798 115.003 108.23
413.889 177.200 166.367 114.90
533.333 190.754 120.433 123.82
388.889 188.646 109.723 134.33
411.111 200.308 115.645 104.49
411.111 200.128 110.381 114.15
438.889 214.352 117.127 120.25
477.778 202.496 111.764 101.34
488.889 189.276 96.158 89.84
04/30/97 377.778 195.193 91.120 78.66
394.444 217.313 103.454 80.96
422.222 223.968 104.318 78.22
447.222 247.609 111.773 80.91
500.000 247.231 112.968 82.66
611.11 261.858 121.776 94.50
555.556 248.296 105.643 78.42
577.778 249.541 100.959 63.73
544.444 245.554 99.493 55.98
555.556 253.258 107.398 46.50
536.111 277.035 106.924 57.40
538.889 287.252 112.518 65.17
04/30/98 755.555 292.118 106.527 73.24
04/30/93 100.000 100.000 100.000 100.00
04/29/94 1344.445 111.289 104.581 102.35
04/28/95 866.666 129.376 116.462 89.28
04/30/96 344.444 184.427 150.753 111.72
04/30/97 377.778 195.193 91.120 78.66
04/30/98 755.555 292.118 106.527 73.24
</TABLE>
The index level for all series was set to 100.0 on 04/30/93
The dollar value at April 30, 1998 of $100 invested in the Company's Common
Stock on May 1, 1993 was $755.56, compared to $73.24 for the Automobile Index
described above, $106.53 for the Gaming Index, and $292.12 for the CRSP Total
Return Index for the Nasdaq Stock Market (U.S. companies).
9
<PAGE> 12
CERTAIN TRANSACTIONS
In February 1998, in connection with the Company's purchase of a
majority interest in Paaco Automotive Group, Inc. and Premium Auto Acceptance
Corporation (collectively, "Paaco"), the Company paid $90,834 as a finder's fee
to David J. Douglas, a director of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP served as the Company's independent auditors
for the fiscal year ended April 30, 1998. The Company has not as yet executed an
engagement letter with PricewaterhouseCoopers LLP with respect to auditing the
Company's financial statements for the fiscal year ending April 30, 1999, but
expects to do so in due course.
A representative of PricewaterhouseCoopers LLP is expected to be
present at the Annual Meeting, will have an opportunity to make a statement, and
will be available to respond to appropriate questions which stockholders might
have. The Company knows of no direct or indirect material financial interest or
relationship that members of this firm have with the Company.
REPORT ON FORM 10-K
The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1998, as filed with the Securities and Exchange Commission, is
available to stockholders who make written request therefor to the Secretary of
the Company, Mark D. Slusser, at the offices of the Company, 4040 North
MacArthur Boulevard, Suite 100, Irving, Texas 75038. Copies of exhibits filed
with that report or referenced therein will be furnished to stockholders of
record upon request and payment of the Company's expenses in furnishing such
documents.
STOCKHOLDER PROPOSALS
Any proposal to be presented at next year's Annual Meeting must be
received at the principal executive offices of the Company not later than April
27, 1999, directed to the attention of the Secretary, for consideration for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting. In connection with the Company's Annual Meeting of Stockholders to be
held in 1999, if the Company does not receive notice of a matter or proposal to
be considered by July 11, 1999, then the persons appointed by the Board of
Directors to act as the proxies for such Annual Meeting (named in the form of
proxy) will be allowed to use their discretionary voting authority with respect
to any such matter or proposal at the Annual Meeting, if such matter or proposal
is raised at that Annual Meeting. Any such proposals must comply in all respects
with the rules and regulations of the Securities and Exchange Commission.
OTHER MATTERS
Management does not know of any matter to be brought before the meeting
other than those referred to above. If any other matter properly comes before
the meeting, the persons designated as proxies will vote on each such matter in
accordance with their best judgment.
By Order of the Board of Directors.
/s/ Edward R. McMurphy
Edward R. McMurphy
Chairman of the Board,
President and Chief Executive Officer
August 27, 1998
10
<PAGE> 13
APPENDIX
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF
CROWN GROUP, INC.
The undersigned stockholder(s) of Crown Group, Inc., a Texas
corporation, hereby appoints Edward R. McMurphy and Mark D. Slusser, and each of
them, proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
1998 Annual Meeting of Stockholders of Crown Group, Inc. to be held on Thursday,
October 15, 1998 at 9:30 a.m. local time at the Four Seasons Hotel and Resort,
4150 North MacArthur Boulevard, Irving, Texas 75038, to vote the shares of
Common Stock which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below:
(1) To elect seven directors for a term of one year and until their successors
are elected and qualified:
[ ] FOR all nominees listed below (except as indicated to the
contrary below)
[ ] AGAINST AUTHORITY to vote for all nominees
Edward R. McMurphy Tilman J. Falgout, III
John David Simmons Gerald L. Adams
David J. Douglas Gerard M. Jacobs
Robert J. Kehl
If you wish to withhold authority to vote for any individual nominee(s),
write the name(s) on the line below:
----------------------------------------------------------------------
(2) In their discretion, upon such other matter or matters which may
properly come before the meeting or any adjournment or adjournments
thereof.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY. This proxy, when
properly executed, will be voted in accordance with directions given by the
undersigned stockholder. IF NO DIRECTION IS MADE, IT WILL BE VOTED FOR PROPOSAL
1 AND AS THE PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE
MEETING.
Dated ________________________________________, 1998
____________________________________________________
Signature
____________________________________________________
Signature
(This Proxy should be marked, dated, and signed by
the stockholder(s) exactly as his or her name appears
hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity
should so indicate. If shares are held by joint
tenants or as community property, both should sign.)
