SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ARISTA INVESTORS CORP.
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(Name of Registrant as Specified in Its Charter)
ARISTA INVESTORS, CORP.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(l), 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth amount on which
the filing fee is calculated and state how it was determined):
<PAGE>
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials
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[ ] 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 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
ARISTA INVESTORS CORP.
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 12, 1995
------------------
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Arista Investors Corp. (the "Company") will be held on October 12,
1995, at 10:00 a.m., local time, at the Long Island Marriott Hotel and
Conference Center, 101 James Doolittle Boulevard, Uniondale, New York 11553-
3637, for the following purposes:
1. To elect seven directors, three by the Class A Common
Stockholders and four by the Class B Common Stockholders, to
constitute the Board of Directors and to serve until the
next annual meeting and until their successors are elected
and qualified.
2. To ratify the appointment of Rosen Seymour Shapss Martin &
Company as the independent public accountants of the Company.
3. To transact such other business as may properly come before
the Meeting or any adjournment or adjournments thereof.
The close of business on August 17, 1995, has been fixed as the record date
(the "Record Date") for the determination of stockholders entitled to receive
notice of and to vote at the Meeting, and any adjournment or adjournments
thereof.
Whether or not you expect to be present at the Meeting, please complete,
date, and sign the enclosed proxy card and return it in the envelope provided.
Your vote is important regardless of the number of shares you own.
By Order of the Board of Directors,
LOUIS H. SALTZMAN,
Secretary
Date: September 18, 1995
<PAGE>
ARISTA INVESTORS CORP.
116 John Street
New York, New York 10038
------------------
PROXY STATEMENT
------------------
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 12, 1995
INTRODUCTION
This Proxy Statement is being furnished to stockholders of Arista Investors
Corp., a Delaware corporation (the "Company"), in connection with the
solicitation by the Board of Directors of the Company of proxies for use at the
Annual Meeting of Stockholders (the "Meeting") of the Company to be held at the
Long Island Marriott Hotel and Conference Center, 101 James Doolittle Boulevard,
Uniondale, New York 11553-3637, at 10:00 a.m., local time, on October 12, 1995,
and at any adjournment or adjournments thereof. This Proxy Statement and the
accompanying Notice of Meeting of Stockholders, Form of Proxy, and 1994 Annual
Report To Stockholders are first being mailed to stockholders of the Company on
or about September 20, 1995.
At the Meeting, stockholders entitled to notice and to vote will elect
seven Directors, three by the Class A Common Stockholders and four by the Class
B Common Stockholders, to hold office for the ensuing year and until their
successors shall have been duly elected and qualified.
The Board of Directors has fixed the close of business on August 17, 1995
as the record date (the "Record Date") for the determination of those
stockholders of the Company entitled to notice of and to vote at the Meeting.
Only those holders of record on the books of the Company on the Record Date will
be entitled to vote at the Meeting. Each stockholder of the Company's Class A
common stock, par value $0.01 per share (the "Class A Common Shares" or "Class A
Common Stock"), will be entitled to cast, in person or by properly executed
proxy, one vote for each Class A Common Share so held for each of three nominees
to serve as "Class A" directors. The stockholder of the Company's Class B
common stock, par value $0.01 per share (the "Class B Common Shares" or "Class B
Common Stock"), will be entitled to cast one vote for each Class B Common Share
so held for each of four nominees to serve as "Class B" directors.
On the Record Date, there were outstanding 1,930,600 Class A Common Shares
and 47,400 Class B Common Shares. The presence, either in person or by properly
executed proxies, of the holders of a majority of the outstanding Class A Common
Shares entitled to vote and of the holders of a majority of the outstanding
Class B Common Shares entitled to vote are necessary to constitute a quorum at
the Meeting. In all matters other than the election of directors, an amendment
to the certificate of incorporation, or any merger, sale of assets or other
similar corporate matter, the affirmative vote a majority of the Class A Common
and the Class B Common, voting as a single class, present in person or
represented by proxy at the Meeting and entitled to vote on the subject matter
shall be the act of the stockholders. Abstentions will be treated as votes
against a proposal; and broker non-votes will be counted towards a quorum, but
will not be counted for purposes of determining whether a matter has been
approved by the stockholders. "Class A" directors and "Class B" directors shall
be elected by the plurality of the votes present in person or represented by
proxy at the Meeting and entitled to vote on the election of directors.
1
<PAGE>
All Class A Common Shares represented at the Meeting by properly executed
proxies received by the Company, and not revoked prior to the taking of the vote
at the Meeting, will be voted at the Meeting in accordance with the instructions
on such proxies. If no instructions are indicated, such proxies will be voted
for the election to the Board of Directors of the Class A Common Stock nominees
named in this Proxy Statement. The Class B Common Stock nominees will be
elected by the vote of the holder of the Class B Common Shares, all of which
shares are owned by Bernard Kooper. No proxies are being solicited for the
Class B Common Shares. The Company does not know of any matters, other than the
election of Directors, which will be presented at the Meeting. However, if any
other matters are properly presented at the Meeting for action, the proxy
holders will have the authority to vote on such matters in their discretion.
Any proxy given pursuant to this solicitation may be revoked by the
stockholder who granted such proxy by giving notice thereof at any time before
the proxy is voted. Such revocation will not be effective until written notice
thereof is received by the Secretary of the Company. All notices of revocation
of proxies should be delivered to the Secretary either (i) at Arista Investors
Corp., 116 John Street, New York, New York 10038, prior to the Meeting, or (ii)
at the Meeting. Attendance by a stockholder at the Meeting will not, in itself,
constitute revocation of such stockholder's proxy.
The Company will bear the costs of the solicitation of proxies from its
stockholders. In addition to the use of the mails, proxies may be solicited by
the directors, officers, and employees of the Company by personal interview,
telephone, or telegram. Such directors, officers, and employees will not be
additionally compensated, but may be reimbursed for out-of-pocket expenses
incurred in connection with such solicitation. Arrangements will also be made
with brokerage houses and other custodians, nominees, and fiduciaries for the
forwarding of solicitation material to the beneficial owners of stock held of
record by such persons, and the Company will reimburse such custodians,
nominees, and fiduciaries for reasonable out-of-pocket expenses incurred in
connection therewith.
PRINCIPAL STOCKHOLDERS; SHARES HELD BY MANAGEMENT
As of the Record Date, the Company had 1,930,600 Class A Common Shares and
47,400 Class B Common Shares issued and outstanding. The table on the following
page sets forth the number of shares of the Company's common stock owned as of
August 17, 1995 by (i) owners of more than 5% of the Company's outstanding
common stock, (ii) each director of the Company, (iii) each of the Named
Executives, and (iv) all officers and directors of the Company as a group.
Except as otherwise indicated, each person or entity named in the table has sole
investment power and sole voting power with respect to the shares of the
Company's common stock set forth opposite his name.
2
<PAGE>
<TABLE><CAPTION>
Number of Shares of
Class A and Class B Percentage of Ownership (1)
Name and Address of Common Stock ---------------------------
Beneficial Owner Beneficially Owned Class A Class B Class A and Class B
---------------------- ------------------- ------- ------- -------------------
<S> <C> <C> <C> <C>
Bernard Kooper (2)(6) 572,600 22.88% 100% 24.44%
116 John Street
New York, New York 10038
Stanley S. Mandel(3) 283,800 13.35% -- 13.05%
116 John Street
New York, New York 10038
Andrew H. Kooper(4) 10,000 .52% -- .50%
210 East 47th Street
New York, NY 10017
Louis H. Saltzman(5)(6) 70,000 3.52% -- 3.43%
116 John Street
New York, New York 10038
Richard P. Farkas -- -- -- --
265 Monmouth Park Highway
West Long Branch, New Jersey 07764
Noah Fischman(7) 71,600 3.71% -- 3.62%
99 Powerhouse Road
Roslyn Heights, New York 11577
J. Martin Feinman(8) 44,000 2.28% -- 2.22%
270-07 E Grand Central Parkway
Floral Park, New York 11005
Daniel Glassman 38,600 2.00% -- 1.95%
4 Magnolia Lane
Woodbury, New York 11797
Joseph Rubin(9) 119,600 6.19% -- 6.05%
100 Church Street
New York, NY 10007
Glickenhaus & Co.(10) 134,100 6.95% -- 6.78%
6 East 43rd Street
New York, New York 10017
American Securities Corp.(11) 122,000 6.32% -- 6.17%
80 Pine Street
New York, New York 10005
National American Insurance 98,200 5.09% -- 4.96%
Company of California(12)
19100 Susana Road
Rancho Dominguez, CA 90221
A.F. Hovey & Associates, Inc.(13) 109,200 5.66% -- 5.52%
Plaza 600 Building, Suite 1724
600 Stewart Street
Seattle, Washington 98101
Old Lyme Holding Corporation(14) 205,000 10.62% -- 10.36%
122 East 42nd Street
New York, NY 10168
All officers and directors 1,101,800 41.00% 100% 42.07%
as a group (9 persons)
(2)(3)(4)(5)(7)(8)
</TABLE>
________________________________________
Footnotes follow on next page.
3
<PAGE>
(1) Based upon 1,930,600 shares of Class A Common Stock outstanding and 47,400
shares of Class B Common Stock outstanding. Includes shares which said
persons have the right to obtain beneficial ownership within sixty (60)
days from the date hereof through the exercise of outstanding options and
warrants. Does not reflect 3,100 shares of Class A Common Stock reserved
for issuance pursuant to the 1986 Incentive Stock Option Plan ("1986
Plan").
(2) Includes 47,400 shares of Class B Common Stock owned by Mr. Kooper,
representing all of the issued and outstanding shares of Class B Common
Stock of the Company, 30,400 shares of Class A Common Stock owned by Arlyne
Kooper, wife of Bernard Kooper, and 365,000 shares of Class A Common Stock
issuable upon the exercise of the warrant held by Mr. Kooper. Does not
include options to purchase 10,000 shares of Class A Common Stock under the
1986 Plan, owned by Andrew Kooper, the son of Bernard Kooper. Mr. Kooper
disclaims beneficial ownership of the shares owned by his son.
(3) Includes shares of Class A Common Stock held in the various retirement
accounts of Mr. Mandel and Joy Mandel, wife of Stanley S. Mandel, options
to purchase 120,000 shares of Class A Common Stock under the 1985 Incentive
Stock Option Plan ("1985 Plan"), options to purchase 58,400 shares of Class
A Common Stock under the 1986 Plan and 17,600 shares of Class A Common
Stock issuable upon the exercise of the non-qualified stock option held by
Mr. Mandel.
(4) Includes options to purchase 10,000 shares of Class A Common Stock under
the 1986 Plan. Mr. Kooper is the son of Bernard Kooper. On October 14,
1994, Mr. Kooper resigned from his positions with the Company, Arista
Insurance Company and The Collection Group, Inc. His options will expire
on October 14, 1995, one year from the date of his resignation.
(5) Includes options to purchase 60,000 shares of Class A Common Stock under
the 1985 Plan.
(6) Mr. Kooper is the father-in-law of Mr. Saltzman. Each disclaims beneficial
ownership of the securities of the Company owned by the other.
(7) Includes 23,200 shares of Class A Common Stock owned by Barbara Fischman,
the wife of Noah Fischman.
(8) Does not include 2,400 shares of Class A Common Stock owned by Carl
Feinman, the son of J. Martin Feinman, 2,400 shares of Class A Common Stock
owned by Lisa Feinman Baum, the daughter of J. Martin Feinman, and 2,400
shares of Class A Common Stock owned by Jane Feinman Kendes, the daughter
of J. Martin Feinman. Mr. Feinman disclaims beneficial ownership of the
shares of Class A Common Stock owned by his children.
(9) According to the Schedule 13G, dated February 7, 1989, filed by Mr. Rubin.
(10) According to Amendment No. 6 to the Schedule 13G, dated January 29,
1991, filed by Glickenhaus & Co. with the Securities and Exchange
Commission. Glickenhaus & Co. has sole power to vote or direct the
vote of 130,100 shares and the sole power to dispose or to direct the
disposition of 134,100 shares.
(11) According to the Schedule 13D, dated November 3, 1988, filed by
American Securities Corp. on behalf of certain reporting persons.
(12) According to the Schedule 13D, dated August 3, 1990, filed by National
American Insurance Company of California.
(13) According to the Schedule 13D, dated August 15, 1994, filed by A.F.
Hovey & Associates, Inc.
(14) According to the Schedule 13D, Amendment No. 1, dated April 4, 1995,
filed by Old Lyme Holding Corporation on behalf of itself and certain
reporting persons.
4
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
---------------------
Seven directors will be elected as follows: three directors are to be
elected by the holders of the Class A Common Stock and four directors are to be
elected by the holder of the Class B Common Stock. The seven directors to be
elected are to serve until the next Annual Meeting of Stockholders and until
their successors are elected and have qualified.
The nominees for election as "Class A" directors are as follows:
Richard P. Farkas
J. Martin Feinman
Stanley S. Mandel
The nominees for election as "Class B" directors are as follows:
Noah Fischman
Daniel Glassman
Bernard Kooper
Louis H. Saltzman
Each of the nominees is currently serving on the Board of Directors.
Except for Mr. Richard P. Farkas, each of the nominees has so served
continuously since he first became a director. Mr. Farkas served on the Board
of Directors from June 1988 to June 1990, at which time the size of the Board of
Directors was reduced from eight directors to five directors. Mr. Farkas was
re-elected to the Board of Directors on September 12, 1991. Information about
all nominees is set forth under "Management - Directors and Executive Officers."
It is the intention of the persons named as proxy, unless authority is
withheld, to vote the proxies given them for the election of each of the three
Class A nominees named herein.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR ALL THREE NOMINEES
---
FOR DIRECTOR.
5
<PAGE>
MANAGEMENT
Directors and Executive Officers
--------------------------------
The names of the directors, executive officers, and nominees for directors,
their ages, positions with the Company, Arista Insurance Company ("Arista"), and
The Collection Group, Inc. ("Collection"), and their tenure as directors of the
Company, are set forth below:
<TABLE><CAPTION>
Director of
the Company
Name Age Position Since
---- --- -------- ----------------
<S> <C> <C> <C>
Bernard Kooper* 70 Chairman of the Boards of Directors 1978
of the Company, Arista, and Collection,
and President of the Company
Stanley S. Mandel** 60 Executive Vice President and 1983
Director of the Company, President
and Director of Arista, and Director
of Collection
Susan J. Hall 51 Senior Vice President and Treasurer --
of the Company and Arista, and Controller
and Director of Arista
Louis H. Saltzman* 45 Secretary and Director of the 1981
Company and Arista, and Director
of Collection
Richard P. Farkas** 70 Director of the Company and Arista 1991
J. Martin Feinman** 70 Director of the Company, Arista, and 1978
Collection, and Secretary of Collection
Noah Fischman* 63 Director of the Company, Arista, and 1978
Collection
Daniel Glassman* 66 Director of the Company and Arista 1994
<FN>
* Elected by the Class B Stockholder
** Elected by the Class A Stockholders
</TABLE>
6
<PAGE>
Bernard Kooper has served as Chairman of the Board of Directors and
President of the Company since its inception, Chairman of the Board of Directors
of Arista since June 1986, and Chairman of the Board of Directors of Collection
since June 1991. Since 1971, he has served as President and sole stockholder of
Bernard Kooper Life Agency, Inc. and Bernard Kooper Associates, Inc., life and
accident and health general agents in New York, New York. Since 1968, he has
also served as Vice President and a principal stockholder of Fischman-Kooper,
Inc., a multi-line insurance agency located in Roslyn Heights, New York. Mr.
Kooper is the father of Andrew Kooper and the father-in-law of Louis H.
Saltzman.
Stanley S. Mandel has served as Executive Vice President and a Director of
the Company, and President and a Director of Arista since August 1983. Since
June 1991, he has served as a Director of Collection. He is also a director of
Micro-Medical Industries, Inc.
Susan J. Hall has served as Senior Vice President and Treasurer of the
Company and Arista since March 1988, and a Director of Arista since June 1987.
From June 1987 until March 1988, she served as Vice President of Arista. Since
October 1986, she has served as Controller of Arista.
Louis H. Saltzman has served as Secretary and a Director of the Company and
Arista since May 1981. Since June 1991, he has served as a Director of
Collection. From May 1981 to March 1988, he served as Treasurer of the Company
and Arista. Since January 1989, he served as President and sole stockholder of
The Saltzman/Kooper Agency, Inc., a life and accident and health general agency
in New York, New York. From May 1975 to December 1988, he served as an
insurance broker and brokerage manager for Bernard Kooper Life Agency, Inc., and
Bernard Kooper Associates, Inc., life and health general agents in New York, New
York. Mr. Saltzman is the son-in-law of Bernard Kooper.
Richard P. Farkas has served as a Director of the Company since September
1991 and as a Director of Arista since June 1988. From June 1988 to June 1990,
he served as a Director of the Company. From April 1988 to June 1989, he served
as Chairman of the Board of Directors of Rosenkrantz Lyon & Ross Holdings, Inc.,
the principal stockholder of Rosenkrantz Lyon & Ross Incorporated, a New York
Stock Exchange member investment banking and brokerage firm. He is also
Chairman and Chief Executive Officer of IMC International Management
Consultants, Inc., which provides business and management consulting services.
Mr. Farkas is also a director of Polymer Construction Products, Ltd. and the
Chairman of the Board and Chief Executive Officer of Zemid Corp.
J. Martin Feinman has served as a Director of the Company since its
inception, and has served as a Director of Arista since May 1981. Since June
1991, he has served as a Director and Secretary of Collection. From 1950 until
November 1992, he served as President of Olde England Paint and Varnish
Corporation, a distributor of paint products, located in Brooklyn, New York.
From 1959 until August 1987, he served as President and Chief Executive Officer
and was the principal stockholder of Nationwide Chemical Co., Inc., a
manufacturer of chemical products, located in Brooklyn, New York.
Noah Fischman has served as a Director of the Company since its inception,
and served as Vice President of the Company from its inception to June 1987. He
has served as a Director of Arista since June 1982, and Vice President from June
1982 to June 1987. From June 1991 to the present, he has served as a Director
of Collection. Since 1968, he has served as President and has been a principal
stockholder of Fischman-Kooper, Inc., a multi-line insurance agency located in
Roslyn Heights, New York.
Daniel Glassman has served as a Director of the Company since October 1994
and has served as a Director of Arista since June 1982. From 1971 to 1991 he
served as Vice President-Finance and Director of Leo Ronal, Inc, a chemical
specialties manufacturer. He is the President and sole stockholder of CSA,
Inc., a clothing manufacturer and the principal stockholder of JLT Corp., a
clothing manufacturer.
The terms of office of all officers and directors expire at the time of the
Annual Meeting of Stockholders.
7
<PAGE>
Committees of the Board
-----------------------
The Board of Directors has the following standing committees:
Audit -- The Audit Committee reviews the Company's financial accounting
-----
procedures, internal controls and the reports of the Company's independent
certified public accountants. The Audit Committee met one time in 1994. The
members of the Audit Committee are Messrs. Feinman, Farkas and Fischman.
Compensation -- The Compensation Committee makes recommendations to the
------------
Board concerning compensation arrangements for directors, executive officers and
certain other senior management of the Company. The Compensation Committee met
one time in 1994. The members of the Compensation Committee are Messrs.
Feinman, Fischman and Kooper.
Executive -- The Executive Committee has, to the extent permitted by law,
---------
the full power and authority of the full Board of Directors to act when the
Board is not in session. The Executive Committee did not meet in 1994. The
members of the Executive Committee are Messrs. Kooper, Mandel, Feinman,
Fischman, and Saltzman.
Investment -- The Investment Committee makes recommendations to the Board
----------
concerning the cash management and investment policies of the Company. The
Investment Committee did not meet in 1994. The members of the Investment
Committee are Messrs. Kooper, Farkas and Fischman.
Acquisitions -- A special committee of the Board was established in 1994 to
------------
assist the Board in selecting potential candidates for mergers or acquisitions
with the Company. The Acquisition Committee met eleven times in 1994. The
members of the Acquisition Committee are Messrs. Feinman, Fischman and Farkas.
Twelve meetings of the Board of Directors were held during 1994. In 1994,
each incumbent director attended at least 75 percent of the aggregate of (i) the
total number of meetings of the Board held during the period for which he was a
director plus (ii) the total number of meetings held by all committees of the
Board on which the incumbent served.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table shows, for the three most recently ended fiscal years
ended December 31, the cash compensation paid or accrued for those years to the
President of the Company and to each of the four most highly compensated
executive officers of the Company other than the President whose aggregate
annual salary and bonus paid in compensation for services rendered in all the
capacities in which they served exceeded $100,000 for the Company's last fiscal
year (the "Named Executives"):
8
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
----------------------------------------------------------
Annual Compensation Awards Payouts
------------------------------------ -------------------- ------------------------------------
Name and Other Restricted
Principal Annual Stock Options/ LTIP All Other
Position Year Salary($) Bonus($) Compensation($) Awards($) SARs (#) Payouts($) Compensation($)(3)(4)(6)
-------- ---- --------- -------- --------------- --------- -------- ---------- ------------------------
<S> <C> <C> <C>
Bernard Kooper -
Chairman of the Boards of
Directors of the Company, 1992 125,004 35,000 -0- -0- -0- -0- 12,690
Arista and Collection and 1993 146,667 35,000 -0- -0- -0- -0- 24,275
President of the Company 1994 150,000 35,000 -0- -0- -0- -0- 35,950(7)
(1)(3)(4)(5)
Stanley S. Mandel -
Executive Vice President
and Director of the Company,
President and a Director of 1992 190,818 50,000 -0- -0- -0- -0- 14,144
Arista and a Director of 1993 205,673 35,000 -0- -0- -0- -0- 28,363
Collection(2)(3)(4)(5) 1994 208,750 35,000 -0- -0- -0- -0- 27,196(7)
Andrew H. Kooper - Former 1992 95,090 12,500 -0- -0- -0- -0- -0-
Vice President of the 1993 99,400 10,000 -0- -0- -0- -0- -0-
Company, Executive Vice 1994 78,373 7,455 -0- -0- -0- -0- 21,027(6)
President and Director of
Arista and President of
Collection(5)(6)
</TABLE>
(1) In June 1986, the Company entered into an employment agreement with Mr.
Kooper which expired in February 1993. Effective February 1993, the Company
entered into an employment agreement with Mr. Kooper which provides Mr. Kooper a
base salary of $150,000 per annum. The agreement obliges Mr. Kooper to devote
such time as he deemed necessary to perform his duties on behalf of the Company
(but in no event less than 120 days per year). Mr. Kooper continues to devote a
substantial amount of his time to the activities of Bernard Kooper Life Agency
Inc., Bernard Kooper Associates, Inc., Fischman-Kooper, Inc. and other business
activities during the year. In July 1994, the parties amended the employment
agreement, which amendment, among other things, extended Mr. Kooper's term of
employment an additional three years. Mr. Kooper's employment agreement will
now expire in February 2001.
(2) In June 1986, Arista entered into an employment agreement with Mr. Mandel
which expired in February 1993. Effective February 1993, Arista entered into an
employment agreement with Mr. Mandel which provides Mr. Mandel a base salary of
$208,750 per annum. In July 1994, the parties amended the employment agreement,
which amendment, among other things, extended Mr. Mandel's term of employment an
additional three years. Mr. Mandel's employment agreement will now expire in
February 2001. Mr. Mandel also is entitled to annual reimbursements for
automobile expenses of up to $9,000 and a non-accountable expense allowance of
up to $5,000 per annum. Mr. Mandel's employment agreement also provides that
Arista shall obtain a long-term disability benefits policy with benefits of
$5,000 per month for Mr. Mandel.
(3) Each of Mr. Kooper's and Mr. Mandel's employment agreements were amended in
July 1994 to provide for a split-dollar insurance policy in the amount of
$1,000,000 and $205,000 respectively. Pursuant to these amendments, the Company
and Arista will pay the premiums on these policies on behalf of Mr. Kooper and
Mandel for a period of time specified in each employment agreement. The premium
payments are treated as loans to both Mr. Kooper and Mr. Mandel and are
collateralized by the underlying policy cash values. At December 31, 1994,
loans aggregating $57,313 have been made to Mr. Kooper and loans aggregating
$21,602 have been made to Mr. Mandel. At December 31, 1994, the cash surrender
value of the insurance policy owned by Mr. Kooper was approximately $35,979 and
the cash surrender value of the insurance policy owned by Mr. Mandel was
approximately $15,805. In the event that Mr. Mandel or Mr. Kooper shall be
living on February 16, 2001, each of them will be entitled to a lump sum
9
<PAGE>
retirement benefit equal to the amount of premiums paid by the Company
attributable to the cumulative increase in the cash surrender value of the
policies during the period ending February 2001. The Company is required to
make a lump sum payment on behalf of Mr. Kooper or Mr. Mandel sufficient to
render their respective policy "paid up" upon (i) their death (if they
predeceases their spouse), (ii) one year from a physical or mental disability or
(iii) a merger, consolidation, or sale of all or substantially all of the assets
of the Company or Arista, provided their employment has not been terminated for
cause.
(4) Each of Mr. Kooper's and Mr. Mandel's employment agreements provide that in
the event of a consolidation, merger, or sale of all or substantially all of the
assets of the Company or Arista, the employment agreements may be terminated,
and upon such termination, Mr. Kooper and/or Mr. Mandel, respectively, would be
entitled to receive a lump sum payout. The payout will be the maximum amount
that will not trigger the excise tax payable in the event of an "excess
parachute payment" as such term is defined in the Internal Revenue Code of 1986,
as amended.
(5) Bernard Kooper, Stanley S. Mandel and Andrew Kooper were the only executive
officers of the Company whose aggregate annual salary and bonus paid in
compensation for services rendered in all capacities in which they served
exceeded $100,000 in 1994.
(6) On October 14, 1994 Mr. Andrew Kooper resigned from his positions with the
Company, Arista and Collection. For 1994, Mr. Andrew Kooper received $78,373 in
salary and $21,027 in severance payments, which severance payments continued
until April 14, 1995.
(7) Other compensation includes: (a) insurance premiums paid in fiscal 1994 by,
or on behalf of, the Company with respect to certain split dollar life insurance
policies as follows: (i) Bernard Kooper, $35,950 (Mr. Kooper had taxable income
in 1994 of $1,552 with regard to these premiums), and (ii) Stanley S. Mandel
$11,313 (Mr. Mandel had taxable income in 1994 of $537 with regard to these
premiums); (b) Stanley S. Mandel also received automobile expenses of $8,250 and
a non-accountable expenses of $4,583 and (c) long-term disability premium
payment of $3,050.
Stock Options
There were no options granted in fiscal 1994 and no options were exercised by
a Named Executive in fiscal 1994. The following table sets forth information
concerning each exercise of stock options during fiscal 1994 by each of the
Named Executives at the fiscal year-end and the value of unexercised options at
the fiscal year-end:
<TABLE>
AGGREGATE OPTIONS/SAR EXERCISE IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money
Shares Option/SARs at Option/SARs at
Acquired FY-End (#) FY-End($)
on Value -------------------------------- -------------------------------
Exercise(#) Realized($) Exercisable Unexercisable Exercisable(*)Unexercisable
----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Bernard Kooper -0- -0- 365,000 -0- $561,370 -0-
Stanley S. Mandel -0- -0- 196,000 -0- $301,448 -0-
Andrew H. Kooper -0- -0- 10,000 -0- $8,130 -0-
<FN>
-----------------------------------
*Based on the fair market value per share of the Company's Class A Common Shares of $2.938 (the average of the "low ask" and
"high bid" of the Company's Class A Common Shares on the NASDAQ on August 15, 1995).
</TABLE>
10
<PAGE>
COMPENSATION OF DIRECTORS
Directors of the Company are usually elected annually. Directors of the
Company and Arista who are not full-time employees of the Company or Arista,
were paid $1,125 per quarter for each Board on which the member served.
Effective January 1, 1994, Directors of the Company and Arista who are not full-
time employees of the Company or Arista receive $250 for each meeting actually
attended and $250 for each committee meeting actually attended. Directors of
Collection are not separately compensated. No attendance fee for a committee
meeting is paid if a Directors' meeting is held on the same day.
In May 1993, Arista entered into an agreement with a company owned by
Richard Farkas, a director of Arista and the Company. Under the agreement,
consulting services were to be performed for Arista for a fee of $1,000 per
month. The agreement was terminated in November, 1993. Arista paid $5,000 to
Mr. Farkas' company under the agreement during 1993. In March 1994, Arista
engaged his company again to perform certain consulting services. Such
consulting services were performed throughout the two-month period ended May 23,
1994. Arista paid $12,000 to Mr. Farkas' company for such services. See
"Certain Transactions."
EMPLOYMENT CONTRACTS AND TERMINATIONS OF
EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
The Company's employment agreements with Mr. Bernard Kooper and Mr. Stanley
S. Mandel are described in the footnotes to the Summary Compensation Table on
pages 9 and 10 of this Proxy Statement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Bernard Kooper, the President of the
Company, Noah Fischman and J. Martin Feinman. Mr. Fischman is a former Vice
President of the Company. Messrs. Kooper and Fischman have certain
relationships. See "Certain Transactions."
BOARD COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
determining and administering the Company's compensation policies for the
remuneration of the Company's senior management. The Committee annually
evaluates individual and corporate performance from both a short-term and long-
term perspective. The Compensation Committee's recommendations regarding all
members of senior management are subject to the approval of the full Board of
Directors. The Company's executive compensation program is designed to reward
and retain highly qualified executives and encourage the achievement of business
objectives, superior corporate performance and both short-term and long-term
strategic planning of the Company's business affairs.
Historically, compensation of the Company's senior management has
principally been in the form of a base salary, and cash bonuses, rather than
long-term cash and stock-based incentives. Recently, the Compensation Committee
has focused on senior management's role in shaping the strategic business plans
of the Company, rather than on recent corporate performance, when considering
senior management's total compensation.
11
<PAGE>
Other than with respect to the Company's executive officers with employment
agreements, base salaries of officers are reviewed annually, and are approved by
the Compensation Committee and the Board of Directors. Initial salaries,
subsequent increases in such salaries, and bonuses are based on individual
qualifications, experience, and performance, and each such officer's job
responsibilities.
The compensation arrangements for Bernard Kooper and Stanley S. Mandel were
revised during fiscal 1994. Messrs. Kooper and Mandel are the Company's most
senior officers and play important roles in achieving overall corporate goals.
In making their bonus awards, the Compensation Committee takes into
consideration their total compensation arrangements, overall corporate financial
performance, and their respective roles in attaining such results and in shaping
the short-term and long-term business strategies of the Company.
Dated: September 11, 1995
COMPENSATION COMMITTEE
Bernard Kooper
Noah Fischman
J. Martin Feinman
COMPARATIVE STOCK PERFORMANCE GRAPH
The following is a graph comparing the annual percentage change in the
cumulative total shareholder return of the Company's common stock with the
cumulative total returns of the published Dow Jones Equity Market Index and Dow
Jones Insurance - Property & Casualty Index for the Company's last five (5)
fiscal years.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among Arista Investors Corp., Dow Jones Equity Market Index and
Dow Jones Insurance - Property & Casualty Index
Fiscal Year Ending December 31
[PERFORMANCE GRAPH]
1989 1990 1991 1992 1993 1994
--------------------------------------------------------------------------
Arista Investors Corp. 100 94 69 94 113 150
--------------------------------------------------------------------------
Dow Jones Equity Market Index 100 96 127 138 152 153
--------------------------------------------------------------------------
Dow Jones Insurance - Property 100 96 119 145 146 154
& Casualty
12
<PAGE>
CERTAIN TRANSACTIONS
Bernard Kooper, President of the Company and Chairman of the Boards of
Directors of the Company, Arista, and Collection, owns Bernard Kooper Life
Agency, Inc., a general agent of Arista. Mr. Kooper is also a principal
shareholder of Fischman-Kooper, Inc., an insurance broker. During the calendar
years 1992, 1993 and 1994, Arista paid approximately $284,000, $258,000 and
$244,000, respectively, in gross commissions to Bernard Kooper Life Agency, Inc.
Such commissions relate to approximately 7%, 6% and 5.5% of gross premiums
earned by the Company during the years ended December 31, 1992, 1993 and 1994
respectively. Of these amounts, Bernard Kooper Life Agency, Inc. paid
approximately $206,000 in 1992, $185,000 in 1993, and $177,000 in 1994 to
brokers, including approximately $16,000 in 1992, $21,000 in 1993, and $22,000
in 1994 to members of the Board of Directors of Arista who are licensed
insurance brokers. Furthermore, the commissions paid to director/brokers
include payments to Fischman-Kooper, Inc. of approximately $12,000 in 1992,
$16,000 in 1993, and $17,000 in 1994 and payments to Louis D. Krasner, Inc. of
approximately $4,000 in 1992, $5,000 in 1993, and $5,000 in 1994. Noah
Fischman, a Director of the Company, Arista, and Collection, is also a principal
shareholder of Fischman-Kooper, Inc. Michael B. Krasner, a Director of Arista,
is the President of Louis D. Krasner, Inc. Bernard Kooper Life Agency, Inc.,
Fischman-Kooper, Inc. and Louis D. Krasner, Inc. are compensated on the same
basis as Arista's other general agents and brokers. In addition, members of the
Board of Directors of the Company and Arista received commissions paid by third
parties of approximately $5,000 in 1992, $18,000 in 1993, and $15,000 in 1994
for the placement of the Company's or Arista's life and health insurance
coverage, directors' and officers' liability insurance and fidelity bond
coverage with other insurers. Furthermore, such commissions paid to
director/brokers include approximately $5,000 in 1992, $18,000 in 1993, and
$11,000 paid to Noah Fischman for the placement of the Company's or Arista's
life and health insurance coverage with other insurers, and approximately $4,000
in 1994 paid to Louis D. Krasner, Inc. for directors' and officers' liability
insurance and fidelity bond coverage.
From 1986 until December 31, 1990, Bernard Kooper Associates, Inc., a
corporation wholly owned by Bernard Kooper, occupied approximately 1680 square
feet of the office space leased by the Company adjacent to its offices at 116
John Street, New York, New York. Bernard Kooper Associates, Inc. entered into a
sublease with the Company and was responsible for its proportionate share of all
rental charges.
Effective January 1, 1993, The Saltzman/Kooper Agency, Inc., a life and
health insurance agency controlled by Louis H. Saltzman, a Director and the
Secretary of the Company and Arista, and a Director of Collection, orally
entered into an arrangement with the Company to sublease the space which was
previously rented to Bernard Kooper Associates, Inc. The sublease between the
Company and The Saltzman/Kooper Agency, Inc. is on similar terms as the
Company's lease with its landlord, and The Saltzman/Kooper Agency, Inc. is
responsible for its proportionate share of all rental charges. The arrangement
was terminated effective May 31, 1995.
In May 1993, Arista entered into an agreement with a company owned by
Richard Farkas, a Director of Arista and the Company. Under the agreement,
consulting services were to be performed for Arista for a fee of $1,000 per
month. The agreement was terminated in November, 1993. Arista paid $5,000 to
this company under the agreement during 1993. In March 1994, Arista engaged the
company again to perform certain consulting services. Such consulting services
were performed throughout the two month period ended May 23, 1994. Arista paid
$12,000 to this company for such services.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-------------------------------------------------------------
Rosen Seymour Shapss Martin & Company (formerly Blonder, Seymour, Shapss,
Solomon & Company) were the Company's independent public accountants for the
years ended December 31, 1993 and 1994, and were selected to serve in such
capacity for the year ending December 31, 1995 as well. Accordingly, the Board
13
<PAGE>
of Directors recommends that the stockholders now ratify the appointment of
Rosen Seymour Shapss Martin & Company as the Company's auditors.
Representatives of Rosen Seymour Shapss Martin & Company will attend the
Meeting, will have an opportunity to make a statement and will be available to
answer the appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS PROPOSAL.
---
STOCKHOLDERS PROPOSALS FOR 1996 ANNUAL MEETING
Stockholders wishing to present proposals to the 1996 Annual Meeting and
wishing to have their proposals presented in the proxy statement distributed by
the Board of Directors in connection with the 1996 Annual Meeting must submit
their proposals in writing no later than December 31, 1995, 120 days before the
anticipated date for mailing of the proxy statement for such meeting, to the
attention of the Secretary of the Company.
GENERAL
The Board of Directors knows of no other matters which are likely to be
brought before the Annual Meeting. However, if any other matters are properly
brought before the Annual Meeting, the persons named in the enclosed proxy or
their substitutes will vote thereon in accordance with their judgment pursuant
to the discretionary authority conferred by the form of proxy.
BY ORDER OF THE BOARD OF DIRECTORS,
LOUIS H. SALTZMAN,
Secretary
New York, New York
September 18, 1995
14
<PAGE>
ARISTA INVESTORS CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Stanley S. Mandel and Louis H. Saltzman as
Proxies, each with the power to appoint a substitute, to represent and to vote,
as designated below, all the Class A Common Shares held of record by the
undersigned on August 17, 1995, at the Annual Meeting of Stockholders to be
held on October 12, 1995, and all adjournments thereof.
1. Election of Directors
FOR all Class A Nominees listed (except as marked to the contrary):
Richard P. Farkas, J. Martin Feinman and Stanley S. Mandel [ ]
WITHHOLD AUTHORITY to vote for all Nominees listed. [ ]
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write the nominee's name in the space provided below).
--------------------------------------------------------------------------------
2. Ratification of the appointment of Rosen Seymour Shapss Martin &
Company as independent public accountants of Arista Investors Corp.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
(continued on reverse side)
<PAGE>
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made, said
Proxies will vote in favor of the nominees listed in Proposal 1 and in favor of
Proposal 2, and will use their discretion for any matters referred to in Item
3.
Please sign exactly as name appears hereon.
Date: , 1995
-------------------------
--------------------------------------------
(Signature)
--------------------------------------------
(Signature if held jointly)
When Class A Common Shares are held by joint
tenants, both should sign. When signing as
attorney, as executor, administrator,
trustee or guardian, please give full title
as such. If a corporation, please sign in
full corporate name by President or other
authorized officer. If a partnership please
sign in the partnership name by authorized
person. Please note any change in your
address alongside the address as it appears
in the proxy.
Please mark in blue or black ink, sign, date and return the proxy card promptly
using the enclosed envelope.
