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 sec. 240.14a-11(c) or sec. 240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2) )
Presidential Life Corporation
(Name of Registrant as Specified In Its Charter)
Presidential Life Corporation
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the
Form or Schedule and date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
PRESIDENTIAL LIFE CORPORATION
69 Lydecker Street
Nyack, New York 10960
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 31, 1995
The Annual Meeting of Shareholders (the "Annual Meeting") of Presidential
Life Corporation
(the "Company") will be held at the offices of Presidential Life Insurance
Company, 69 Lydecker Street,
Nyack, New York 10960, at 9:30 a.m., local time, on Wednesday, May 31, 1995, for
the following purposes:
1. To elect six (6) directors, each for a term of one year and until their
respective successors are duly elected and qualified;
2. To consider and act upon a proposal to ratify the Board of Directors'
selection of Deloitte
& Touche LLP as independent auditors for the Company for the fiscal
year ending December 31, 1995; and
3. To transact such other business as properly may come before the Annual
Meeting or any postponement or adjournment or adjournments thereof.
The Board of Directors of the Company has fixed the close of business on
April 19, 1995 as the
record date for determining shareholders entitled to notice of, and to vote at,
the Annual Meeting. It is
expected that this Notice of Annual Meeting and the accompanying proxy materials
will be mailed or delivered to shareholders commencing on or about April 26,
1995.
Regardless of whether you expect to attend the Annual Meeting in person,
you are requested to
complete, date and sign the enclosed proxy card and return it at your earliest
convenience to the Company
in the enclosed envelope. No postage need be affixed if the envelope is mailed
in the United States. If you
attend the meeting in person, you may revoke your proxy and vote your shares in
person.
By order of the Board of Directors
DONNA MONACELLI, Secretary
April 26, 1995
PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY AND SIGN
AND RETURN YOUR PROXY CARD PROMPTLY. YOUR VOTE IS VERY IMPORTANT,
REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.
PRESIDENTIAL LIFE CORPORATION
69 Lydecker Street
Nyack, New York 10960
The enclosed proxy is solicited by the Board of Directors (the "Board of
Directors") of
Presidential Life Corporation, a Delaware corporation (the "Company"), in
connection with the annual
meeting of the Company's shareholders to be held at the offices of Presidential
Life Insurance Company,
69 Lydecker Street, Nyack, New York 10960, at 9:30 a.m., local time, on
Wednesday, May 31, 1995,
or any postponement or adjournment or adjournments thereof (the "Annual
Meeting"). The Company's
principal executive offices are located at 69 Lydecker Street, Nyack, New York
10960. The Company's telephone number at that address is (914) 358-2300.
GENERAL INFORMATION
The Company's common stock, par value $0.01 per share (the "Common Stock"),
is the only
class of security that is entitled to vote at the Annual Meeting. The Board of
Directors has fixed April 19,
1995 as the record date (the "Record Date") for determining those shareholders
entitled to notice of, and
to vote at, the Annual Meeting. On April 19, 1995 there were 33,709,473 shares
of Common Stock
outstanding. It is expected that this Proxy Statement, the attached Notice of
Annual Meeting, the
accompanying form of proxy and the Company's Annual Report for the fiscal year
ended December 31,
1994 (the "Annual Report") will first be mailed or delivered to shareholders
commencing on or about April 26, 1995.
Each share of Common Stock entitles the holder to one vote on each matter
to come before the
Annual Meeting. The Company's Certificate of Incorporation does not authorize
cumulative voting. A
quorum of the shareholders is required at the Annual Meeting for the
shareholders to take action effectively
with respect to the proposals described in this Proxy Statement or to transact
effectively any other business
at the Annual Meeting. A quorum of the shareholders will be present at the
Annual Meeting if the holders
of at least a majority of the outstanding shares of the Common Stock are present
either in person or by
proxy. Therefore, shareholders are urged to complete and return the enclosed
proxy card whether or not they are planning to attend the Annual Meeting.
If voting by proxy with respect to the election of directors, shareholders
may vote in favor of all
nominees, withhold their votes as to all nominees or withhold their votes as to
specific nominees. With
respect to each other proposal that comes before the shareholders at the Annual
Meeting, shareholders may
vote FOR the proposal, vote AGAINST the proposal or ABSTAIN from voting with
respect to the
proposal. Assuming a quorum is present: (i) the affirmative vote by the
holders of a plurality of the shares
of Common Stock represented at the Annual Meeting and entitled to vote will be
required to act with
respect to the election of directors; and (ii) the affirmative vote of a
majority of the shares of Common
Stock represented at the Annual Meeting and entitled to vote will be required to
act on all other proposals
that come before the Annual Meeting. Abstentions and broker non-votes will be
included in the
determination of the number of shares of Common Stock present at the meeting for
quorum purposes.
Abstentions and broker non-votes will not be counted, however, in the
tabulations of votes cast on proposals presented to shareholders.
A proxy, in the accompanying form, which is properly executed, duly
returned to the Company
and not revoked will be voted in accordance with the instructions contained
thereon. If no specific
instructions are indicated on the proxy, (a) the shares represented thereby will
be voted FOR: (i) the
election of the persons nominated herein as directors; and (ii) the ratification
of the Board of Directors'
selection of Deloitte & Touche LLP as the Company's independent auditors for the
fiscal year ending
December 31, 1995; and (b) the proxy will authorize the shares represented
thereby to be voted upon such
other business as properly may come before the Annual Meeting, as determined,
with respect to any such
event, by the persons named in the accompanying form of proxy in accordance with
their best judgment.
Each member of the Company's Board of Directors has indicated that they
intend to vote FOR:
(i) the election of the persons nominated herein as directors; and (ii) the
ratification of the Board of
Director's selection of Deloitte & Touche LLP as the Company's independent
auditors for the fiscal year ending December 31, 1995.
If a quorum is not present at the time that the Annual Meeting is convened,
or if for any other
reason the Board of Directors believes that additional time should be allowed
for the solicitation of proxies,
the Company may postpone or adjourn the Annual Meeting with or without a vote of
the shareholders.
If the Company proposes to postpone or adjourn the Annual Meeting by a vote of
the shareholders, the
persons named in the accompanying form of proxy will vote all shares of Common
Stock for which they
have voting authority in favor of such postponement or adjournment, as the case
may be.
Each proxy granted may be revoked by the person granting it at any time:
(i) by giving written
notice to such effect to the Secretary of the Company; (ii) by execution and
delivery of a proxy bearing
a later date or; (iii) by attendance and voting in person at the Annual Meeting;
except as to any matter upon
which, prior to such revocation, a vote shall have been cast at the Annual
Meeting pursuant to the authority
conferred by such proxy. The mere presence at the Annual Meeting of a person
appointing a proxy does not revoke the appointment.
The Company will bear the cost of the Annual Meeting and the cost of
soliciting these proxies,
including the cost of preparing, printing, handling and mailing the proxy
materials. The Company will
request brokerage houses, banking institutions and other custodians, nominees
and fiduciaries to forward
the proxy materials to beneficial owners of the shares of Common Stock and will
reimburse them for their reasonable expenses incurred in connection therewith.
In addition to solicitation by mail, certain officers, directors, regular
employees and other
representatives of the Company may solicit proxies by telephone, facsimile, in
person or otherwise. These
persons will receive no extra compensation for such services.
No person is authorized to give any information or to make any
representation not contained in
this Proxy Statement, and, if given or made, such information or representation
should not be relied upon
as having been authorized. This Proxy Statement does not constitute the
solicitation of a proxy from any
person in any jurisdiction with respect to whom it is unlawful to make such
proxy solicitation in such
jurisdiction. The delivery of this Proxy Statement shall not, under any
circumstances, imply that there has
not been any change in the information set forth herein since the date of this
Proxy Statement.
<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as of March 16, 1995 as to the
ownership of Common
Stock by: (i) each person known by the Company to be the beneficial owner of
five percent or more of
the Common Stock; (ii) each director and nominee for election as a director of
the Company; (iii) each of
the Company's executive officers; and (iv) all directors, nominees for election
as director and executive
officers of the Company as a group:
<CAPTION>
Number of Shares Percent of Common
of Common Stock Stock Beneficially
Five Percent Shareholders Beneficially Owned<F1><F2> Owned<F1>
<S> <C> <C>
Herbert Kurz<F3><F4> 8,183,574 24.3%
Directors (including nominees), Executive
Officers and all Directors (including
nominees) and Executive Officers as a Group
Peter A. Cohen 190,000 <F6>
Jules Kroll<F5> 390,199 1.2%
Herbert Kurz<F4> 8,183,574 24.3%
Lawrence Rivkin<F7> 90,080 <F6>
Jacques Sartisky<F8> 350,000 1.0%
Morton B. Silberman 31,200 <F6>
Shirley P. Jordan 34,752 <F6>
Michael V. Oporto 2,500 <F6>
All Directors (including nominees)
and Executive Officers as a group
(nine persons)<F4><F5><F7><F8> 9,272,305 27.5%
<FN>
<F1> Certain of the shares shown in this table are shares as to which the
persons named in this table have the right to acquire beneficial ownership,
as specified in Rule13d-3(d)(1) promulgated under the Exchange Act.
<F2> Unless otherwise indicated, the persons or entities identified in this
table have sole voting and investment power with respect to all shares shown as
beneficially held by them, subject to community property laws where applicable.
<F3> The address for Mr. Kurz is c/o Presidential Life Corporation,
69 Lydecker Street, Nyack, New York 10960.
<F4> Excludes 105,840 shares of Common Stock beneficially held by Mr. Kurz's
wife. Mr. Kurz disclaims beneficial ownership of the shares held by his wife.
<F5> Includes 1,000 shares of Common Stock held by each of Mr. Kroll's four
children (an aggregate of 4,000 shares) and 53,333 shares of Common Stock
held jointly by Mr. Kroll and his wife.
<F6> Less than one percent.
<F7> Excludes 2,500 shares of Common Stock beneficially held by Mr. Rivkin's
wife. Mr. Rivkin disclaims beneficial ownership of the shares held by
his wife.
<F8> The 350,000 shares of Common Stock are held jointly by Mr. Sartisky and his
wife. Excludes 13,900 shares of Common Stock beneficially owned by one of
Mr. Sartisky's adult sons and 24,852 shares of Common Stock beneficially
owned by a foundation administered by Mr. Sartisky's son. In
addition, the number of shares to which this note relates excludes 43,000
shares of Common Stock held in trust for another of Mr. Sartisky's adult
sons. Mr. Sartisky disclaims beneficial ownership of all such excluded shares.
</FN>
</TABLE>
____________________
<TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the Company's
directors, executive officers and nominees for election to the Board of
Directors.
<CAPTION>
Name Age Position held with the Company
<S> <C> <S>
Herbert Kurz 75 Director and President of the
Company and Chairman of the
Board of Directors and
President of Presidential Life
Insurance Company
Shirley P. Jordan 60 Executive Vice President and
Chief Investment Officer of
Presidential Life Insurance
Company
Michael V. Oporto 35 Chief Financial Officer and
Treasurer of Presidential Life
Insurance Company
Peter A. Cohen<F1> 48 Director
Jules Kroll<F1> 54 Director
Lawrence Rivkin<F1> 73 Director
Jacques Sartisky 74 Director
Morton B. Silberman 72 Director
__________________
<FN>
<F1> Member of Audit Committee
</FN>
</TABLE>
Directors of the Company are elected annually to serve until the next
annual meeting of
shareholders and until their successors have been duly elected and qualified.
Executive officers are
appointed by, and serve at the discretion of, the Board of Directors for a term
beginning after the first
regular meeting of the Board of Directors following the annual meeting of
shareholders and until their
respective successors are duly appointed and qualified.
During the fiscal year ended December 31, 1994, there were seven meetings
of the Board of
Directors and the Board of Directors acted by unanimous written consent, in lieu
of a meeting, on one
occasion. During the fiscal year ended December 31, 1994, each director
attended at least 75% of the
aggregate of all meetings of the Board of Directors held during the period that
he served as a director.
The Company's Board of Directors has an Audit Committee (the "Audit
Committee"), the
members of which are to be appointed by the Board of Directors for a term
beginning after the first regular
meeting of the Board of Directors following the annual meeting of shareholders
and until their respective
successors are duly appointed and qualified. The Audit Committee is to
recommend to the Board of
Directors the auditing firm to be selected each year as independent auditors of
the Company's financial
statements and to perform services related to the completion of such audit. The
Audit Committee also has
responsibility for: (i) reviewing the scope and results of the audit with the
independent auditors; (ii)
reviewing the Company's financial condition and results of operations with
management and the
independent auditors; (iii) considering the adequacy of the Company's internal
accounting and control
procedures; and (iv) reviewing any non-audit services and special engagements to
be performed by the
independent auditors and considering the effect of such performance on the
auditors' independence.
Certain information regarding the business experience and other
directorships of each of the
persons named in the table on the preceding page of this Proxy Statement is as
follows:
Herbert Kurz has been a director of the Company since February 24, 1969.
Mr. Kurz also has
served as President of the Company and Chairman of the Board of Directors of
Presidential Life Insurance
Company, the wholly-owned subsidiary of the Company through which the Company
conducts its
insurance and annuity business ("Presidential Life"), for more than the past
five years. Since February 22,
1995, Mr. Kurz has served as President of Presidential Life Insurance Company.
Shirley P. Jordan has served as Executive Vice President of Presidential
Life since 1994 and as
Chief Investment Officer for Presidential Life since June, 1988. For the six
years prior to that Ms. Jordan
served as Senior Vice President. Ms. Jordan currently serves as a director of
Presidential Life.
Michael V. Oporto has served as Chief Financial Officer of Presidential
Life since May 4, 1993
and as Treasurer of Presidential Life since 1994. Prior to that, Mr. Oporto
served as a senior audit
manager for Deloitte & Touche LLP for more than the past five years.
Peter A. Cohen has been a director of the Company since May 27, 1992. Mr.
Cohen currently
is the owner of Ramius Capital Corporation, a private investment firm, and is a
Partner in Palladin
Partners, a private investment management firm. From November, 1992 until May,
1994, Mr. Cohen was
vice chairman and a director of Republic New York Corporation ("Republic"), as
well as a member of its
management executive committee. Mr. Cohen was also the chairman of Republic's
wholly-owned
subsidiary, Republic New York Securities Corporation. Commencing in February,
1990 and prior to his
joining Republic in November, 1992, Mr. Cohen was a private investor and an
advisor to several industrial
and financial companies. From March, 1984 until February, 1990, Mr. Cohen was
chairman of the board
of directors and chief executive officer of Shearson Lehman Hutton Inc., a
subsidiary of American Express
Company. In addition to serving on the Board of Directors of the Company, Mr.
Cohen serves as a
director of '21' International Holdings Inc., Olivetti SpA, Andover Togs Inc.,
Avalon Properties Inc. and
is a trustee of Mt. Sinai Hospital, the Ohio State University Foundation and New
York Holocaust Commission.
Jules Kroll has been a director of the Company since November 30, 1988.
Mr. Kroll has been
Chairman of Kroll Associates, Inc., a private investigative services company,
since 1991. Prior to that he
was President and Chief Executive Officer for more than the past five years.
Lawrence Rivkin has been a director of the Company since May 25, 1988. Mr.
Rivkin has been a partner in the law firm of Goldfarb & Fleece for more than
the past five years.
Jacques Sartisky has been a director of the Company since September 20,
1973. Mr. Sartisky has
been the President of each of Pensions for Business, Inc., a life insurance
agency, and Kurz-Liebow &
Company, Inc., a registered broker-dealer, for more than the past five years.
As of August 18, 1994, Mr.
Sartisky was registered as a registered representative with Noyes Partners Inc.
Morton B. Silberman has been a director of the Company since May 27, 1987.
Mr. Silberman
has served as counsel to the law firm of Clark, Gagliardi and Miller for more
than the past five years.
There are no family relationships between any director, executive officer,
or person nominated or chosen by the Company to become a director or
executive officer.
Certain Relationships and Related Transactions
Relationship with Pensions for Business
Jacques Sartisky, a director of the Company, is the President and principal
owner of Pensions
for Business, a life insurance agency. For the fiscal years ended December 31,
1994, 1993 and 1992,
approximately 10.9%, 18.2% and 15.0% of the Company's total insurance revenues
were attributable to
sales through Pensions for Business. For the fiscal years ended December 31,
1994, 1993 and 1992,
aggregate commissions and other remuneration to Pensions for Business were
approximately $289,305,
$452,570 and $189,342, respectively. Management believes that the Company's
transactions with Pensions
for Business were made on terms at least as fair to the Company as could be
obtained from unaffiliated
third parties. Compensation of agents is strictly regulated by the New York
State Department of Insurance.
Purchases of Annuity Contracts and Life Insurance Policies
From time to time in the ordinary course of business, certain of the
Company's directors and
executive officers have purchased, and may in the future purchase, annuity
contracts or life insurance
policies from the Insurance Company. Such transactions in the past have been,
and will in the future be,
on terms no less favorable to the Insurance Company than those that could be
obtained from unaffiliated
third parties. In that regard, since January 1, 1992, directors and executive
officers, have engaged in the
following transactions with the Insurance Company: Herbert Kurz, the President
and a director of the
Company, purchased annuity contracts for $100,000, $1,075,000 and $100,000
during the fiscal years
ended December 31, 1994, 1993 and 1992, respectively. Jacques Sartisky, a
director of the Company,
purchased annuity contracts for approximately $25,000, $56,400 and $0 for the
years ended December 31,
1994, 1993 and 1992, respectively.
COMPENSATION OF DIRECTORS AND
EXECUTIVE OFFICERS
Director Compensation
Directors of the Company who are paid employees of the Company do not
receive additional
compensation in their capacities as directors. In fiscal 1994, directors of the
Company who were not
officers or employees of the Company (collectively, the "Non-Employee
Directors") received an annual
retainer of $6,000, a fee of $500 for each Board of Directors meeting attended,
a fee of $1,500 for each
Special Meeting attended and a fee of $500 for each meeting of a Committee of
the Board of Directors
attended. In addition, Non-Employee Directors were reimbursed for any of their
travel expenses to and from such meetings.
Executive Compensation
The following table sets forth, for the Company's last three fiscal years,
the annual and long-term
compensation of those persons who were, at December 31, 1994, (i) the President
(who is the individual
acting in the capacity as the Company's chief executive officer) and (ii) the
other three most highly
compensated executive officers of the Company (the "Executive Officers").
Michael V. Oporto was
employed as Chief Financial Officer effective May 4, 1993. Had he been employed
for the full year of
1993, information regarding his compensation would have been included in the
Summary Compensation
Table for such year. Information regarding options granted in connection with
his employment appears in the two option tables.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensation Compensation
Name and Principal All Other
Position Fiscal Year Salary($) Bonus($) Options(#) Compensation<F1>
<S> <C> <C> <C> <C> <C>
Herbert Kurz 1994 $525,300 $2,010 -0- $60,154
President 1993 525,300 -0- -0- 60,993
1992 545,504 -0- -0- 54,340
Shirley P. Jordan 1994 272,650 2,010 -0- 1,834
Executive Vice
President of 1993 262,650 -0- -0- 1,950
Presidential Life 1992 272,752 -0- -0- 2,108
Insurance Company
Jerry Warshaw<F2> 1994 150,000 2,010 -0- 1,008
President of 1993 183,090 -0- -0- 1,360
Presidential Life
Insurance Company 1992 190,132 -0- -0- 1,471
Michael V. Oporto 1994 132,000 -0- -0- 887
Treasurer of Presidential
Life Insurance Company
_________________
<FN>
<F1> All Other Compensation represents the Company's payment of premiums with
respect to term life insurance policies for the Executive Officers plus, in
respect to Mr. Kurz, directors fees of $8,500 in 1994 and $9,000 in 1993.
<F2> Jerry Warshaw served as President of Presidential Life Insurance Company
since May 1990 and as a Director of Presidential Life Insurance Company
since May 1984. Mr. Warshaw retired from his position with Presidential Life
Insurance Company as of February 22, 1995.
</FN>
_________________
</TABLE>
<TABLE>
OPTION TABLES
Options/SAR Grants in Last Fiscal Year
The following table sets forth certain information concerning options/SARs
granted during 1994 to the named executives:
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock
Price Appreciation
Individual Grants for Option Term
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration 5% 10%
Name Granted Fiscal Year ($/Share) Date ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Herbert Kurz 0 0.00% 0.00 0 0 0
Jerry Warshaw 0 0.00% 0.00 0 0 0
Shirley P. Jordan 0 0.00% 0.00 0 0 0
Michael V. Oporto 0 0.00% 0.00 0 0 0
_________________
</TABLE>
<TABLE>
Aggregated Options/SAR Exercises in Last Fiscal Year and
Fiscal Year-End Options/SAR Values
The following table summarizes options and SARs exercised during 1994 and
presents the value of unexercised options and SARs held by the named executives
at fiscal year-end:
<CAPTION>
Number of
Securities
Underlying
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at Fiscal at Fiscal
Acquired Value Year-End (#) Year-End($)
on Exercise Realized Exercisable(E)/ Exercisable(E)
Name (#) ($) Unexercisable(U) Unexercisable(U)
<S> <C> <C> <C> <C>
Herbert Kurz 0 0 0 0
Jerry Warshaw 0 0 0 0
Shirley P. Jordan 0 0 34,752 (E) 182,448 (E)
Shirley P. Jordan 0 0 22,915 (U) 120,303 (U)
Michael V. Oporto 0 0 1,250 (E) 0 (E)
Michael V. Oporto 0 0 3,750 (U) 0 (U)
_________________
</TABLE>
<TABLE>
PENSION PLAN TABLE
The following table shows the estimated annual retirement benefits payable
to participants,
including the Executive Officers, in the earnings and years-of-credit
classifications indicated, under the
Company's retirement plan, which covers all salaried employees who have attained
the age of 21 and
completed at least one year of service. The table assumes that benefits will be
paid based on an immediate annuity and are not subject to any deduction for
Social Security or other offset amounts.
<CAPTION>
Benefits for Years of Credited Service Indicated
Remuneration 15 20 25 30 35
<C> <C> <C> <C> <C> <C>
$125,000 37,875 50,500 63,125 75,750 83,325
$150,000 45,450 60,600 75,750 90,900 99,990
$175,000 45,450 60,600 75,750 90,900 99,990
$200,000 45,450 60,600 75,750 90,900 99,990
$225,000 45,450 60,600 75,750 90,900 99,990
$250,000 45,450 60,600 75,750 90,900 99,990
$300,000 45,450 60,600 75,750 90,900 99,990
$400,000 45,450 60,600 75,750 90,900 99,990
$450,000 45,450 60,600 75,750 90,900 99,990
$500,000 45,450 60,600 75,750 90,900 99,990
</TABLE>
Covered compensation includes all taxable compensation (excluding bonuses
and commissions),
subject to the maximum benefit limitations set forth in Sections 415 and
401(a)(17) of the Internal Revenue
Code of 1986, as amended. The calculation of retirement benefits under the plan
is 66-2/3% of the average
monthly compensation reduced 1/33 for years of service less than 33. Average
monthly compensation is
calculated based upon the five consecutive years which produce the highest
monthly average unless an
employee's years of service is less than five, in which case, average monthly
compensation is based on the actual consecutive years of service.
The credited years of service for Ms. Jordan, Mr. Warshaw and Mr. Oporto,
as of March 1,
1995 are 8, 26, and 1, respectively. Mr. Kurz's participation in the plan
terminated as of the end of fiscal
year 1990 and he received a distribution of his accrued benefit under the plan
of $1,108,465 (reflecting 25 years of service) on April 9, 1991.
Board of Directors' Report on Executive Compensation
Decisions with respect to compensation of the Company's executive officers
are made by the entire Board of Directors.
Set forth below is a report of the Board of Directors which addresses the
Company's
compensation policies for fiscal 1994 as they apply to the Company's executives,
including the Executive Officers.
Overview and Philosophy
The Company maintains a philosophy that executive compensation levels
should be competitive
and consistent with life insurance and annuity industry standards to enable the
Company to attract and
retain qualified executives who are critical to the Company's success. The
Company believes that such
compensation also should be meaningfully related to both an individual's job
performance, as measured
by the achievement of qualitative objectives, and the performance of the
Company, as measured by its
profitability, the value created for shareholders and the realization of the
Company's short- and long-term
strategic goals. Qualitative objectives considered by the Company include the
individual executive officer's (1) contribution to the Company's
performance, (2) responsibilities, (3) revenue and cost containment
initiatives, (4) time commitment and (5) the President's views concerning such
executive's performance.
The Company considers all such measurement factors, equally weighted, in its
annual salary reviews. The
Company's compensation policies are designed to attract and retain talented
managers and motivate such
managers to enhance the Company's performance, thereby building value into the
Company's core insurance and annuity businesses.
Base Salaries
The Company's general approach to compensating executive officers is to pay
cash salaries
competitive with industry standards based upon the individual's experience and
past and potential
contribution to the success of the Company. In determining industry standards,
the Company compares
compensation levels paid by a self-selected group of life insurance and annuity
companies (two of which
are included in the Standard & Poor's Life Insurance Index) that compete in the
Company's primary lines
of business. Such compensation information is obtained from various publicly
available sources.
Generally, management believes that the Company's compensation levels are
slightly below those in the
self-selected group of life insurance and annuity companies, however the Company
believes that they are competitive.
In addition, the Company believes that compensation should be meaningfully
related to the value
created by individual executive officers for the shareholders. Accordingly, the
Board of Directors
considers the quality of an individual executive's contribution to the Company's
overall profitability and
success, as measured by its net income, statutory capital and surplus, cash flow
and the overall growth in
the value of the Company, in determining the executive's salary. The Board of
Directors reviews on an
annual basis the salaries of its executive officers in light of the foregoing
factors. In fiscal 1994, salary
increases were granted to executive officers based on the foregoing factors.
Other Compensation
The Company believes that stock ownership by key employees provides
valuable performance
incentives and is beneficial in aligning management and shareholder interests.
However, during fiscal 1994
no form of stock incentive compensation was awarded. During fiscal 1995, the
compensation and benefits
committee may consider the grant of stock-based incentive compensation in order
to promote profitability
and shareholder value. The committee also may consider, to the extent warranted
by the Company's
performance at the end of the year, the grant of incentive bonuses. In fiscal
1994, the Committee awarded
a total of $200,000 based on the Company's net statutory income. Such bonuses
were paid in equal
amounts to all salaried employees (employed for at least one year) including the
Executive Officers.
Compensation of Herbert Kurz, Chairman and President
Compensation of Herbert Kurz, Chairman and President is established using
substantially the
same criteria that were used to determine compensation levels for other
executive officers, discussed at the
beginning of this report. There was no salary increase in fiscal 1994.
Section 162(m) of the Internal Revenue Code
The new Section 162(m) of the Internal Revenue Code limits a company's
ability to take a
deduction for federal tax purposes for certain compensation paid to its
executives. The Company
concurrently expects that all compensation payable to executive officers during
1994 will be deductible by
the Company for federal income tax purposes. The Committee's policy with
respect to compensation to
be paid to executive officers is to structure compensation payments to executive
officers so as to be deductible under Section 162(m).
Benefits
The Company provides medical, life insurance and pension benefits to the
Executive Officers that generally are available to all Company employees.
THE BOARD OF DIRECTORS
PETER A. COHEN
JULES KROLL
HERBERT KURZ
LAWRENCE RIVKIN
JACQUES SARTISKY
MORTON B. SILBERMAN
The Board of Directors' Report on Executive Compensation shall not: (i) be
deemed incorporated by reference by any general statement incorporating this
Proxy Statement by reference into
any filing under the Securities Act of 1933, as amended (the "Securities Act"),
or under the Exchange Act,
except to the extent that the Company specifically incorporates this information
by reference; and (ii)
otherwise be deemed filed under either the Securities Act or the Exchange Act or
subject to Regulations
14A or 14C promulgated under the Exchange Act or the liabilities of Section 18
of the Exchange Act.
Compensation Committee Interlocks and Insider Participation
Matters concerning executive compensation in fiscal 1994 were considered by
the entire Board
of Directors. Herbert Kurz, the Company's President, participated in
deliberations of the Board of
Directors during the last fiscal year concerning executive officer compensation
but he abstained from discussions of his own compensation.
Comparative Performance by the Company
The SEC requires the Company to present a graph comparing the cumulative
total shareholder
return on its Common Stock with the cumulative total shareholder return of: (i)
a broad equity market
index; and (ii) a published industry index or peer group. The following graph
compares the Common
Stock with: (i) the S&P 500 Index; and (ii) the S&P Life Insurance Index and
assumes an investment of
$100 on December 31, 1989 in each of the Common Stock, the stocks comprising the
S&P 500 Index and
the stocks comprising the S&P Life Insurance Index, assuming the reinvestment of
dividends.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG PRESIDENTIAL LIFE CORPORATION, S&P 500 INDEX AND S&P LIFE INSURANCE INDEX
<CAPTION>
Measurement Period Presidential Life S&P S&P Life
(Fiscal year Covered) Corporation 500 Index Insurance Index
<S> <C> <C> <C>
Measurement Pt-12/31/89 $100 $100 $100
FYE 12/31/90 26.21 96.89 81.66
FYE 12/31/91 34.74 126.41 117.70
FYE 12/31/92 55.01 136.05 157.94
FYE 12/31/93 72.20 149.76 159.99
FYE 12/31/94 43.35 151.74 132.70
</TABLE>
The preceding graph shall not: (i) be deemed incorporated by reference by
any general statement
incorporating this Proxy Statement by reference into any filing under the
Securities Act or the Exchange
Act, except to the extent that the Company specifically incorporates this
information by reference; and (ii)
otherwise be deemed filed under either the Securities Act or the Exchange Act or
subject to Regulations
14A or 14C promulgated under the Exchange Act or the liabilities of Section 18
of the Exchange Act.
PROPOSALS TO BE ACTED UPON AT THE ANNUAL MEETING
ELECTION OF DIRECTORS
(Proposal 1 on the Proxy Card)
Nominees
The Amended and Restated By-Laws provide that the Board of Directors is to
consist of not less
than five and not more than 19 members, with the actual number to be set from
time to time by a majority
of the Board of Directors. The Board of Directors has fixed the number of
directors at six.
At the Annual Meeting, six persons will be elected to the Board of
Directors to serve until the
next annual meeting and until their respective successors are duly elected and
qualified. The persons
named in the accompanying form of proxy, unless otherwise instructed, intend to
vote the shares of
Common Stock covered by valid proxies FOR the election of the six persons named
below, each of whom
has been nominated by the Board of Directors for election to the Board of
Directors. All of such nominees
presently are serving as directors of the Company and were elected by the
shareholders of the Company.
Information concerning each of the nominees is set forth in this Proxy Statement
under the heading
"Directors and Executive Officers." Each of the nominees has indicated that he
is able and willing to serve
as a director. In the event that any of such persons is unable or unwilling to
continue to be available for
election, the persons named in the accompanying form of proxy will have
discretionary power to both vote
for a substitute and to vote or withhold their vote for any additional nominees
named by shareholders.
There are no circumstances presently known to the Board of Directors which would
render any of the
following persons unavailable or unwilling to continue to serve as a director,
if elected. The election of
directors requires the affirmative vote by the holders of a plurality of the
shares of Common Stock
represented at the Annual Meeting and entitled to vote.
Nominees to the Board of Directors
Peter A. Cohen
Jules Kroll
Herbert Kurz
Lawrence Rivkin
Jacques Sartisky
Morton B. Silberman
The Board of Directors recommends a vote FOR the election of the above-named
nominees.
SELECTION OF INDEPENDENT AUDITORS
(Proposal 2 on the Proxy Card)
The Board of Directors, upon the recommendation of the Audit Committee, has
selected, subject
to ratification by the shareholders of the Company at the Annual Meeting, the
firm of Deloitte & Touche
LLP as the independent auditors for the Company to audit the Company's financial
statements for its fiscal
year ending December 31, 1995. Deloitte & Touche LLP has served as the
independent auditors for the
Company since December 11, 1992. Deloitte & Touche LLP does not have any direct
financial interest
or any material indirect financial interest in the Company. Assuming a quorum
is present, the affirmative
vote by the holders of a majority of shares represented at the Annual Meeting
will be required to ratify the
selection of Deloitte & Touche LLP as the Company's independent auditors for the
fiscal year ending
December 31, 1995. A representative of Deloitte & Touche LLP is expected to be
present at the Annual
Meeting. Such representative will have the opportunity to make a statement if
he or she desires to do so,
and will be available to respond to appropriate questions.
During the two most recent fiscal years, the Company had not consulted with
Deloitte & Touche
LLP regarding the subject matter of a disagreement or a reportable event on the
application of accounting
principles to any specified transaction or the type of audit opinion that might
be rendered on the Company's
financial statements during the period from December 31, 1988 through December
31, 1994.
The Board of Directors recommends that the shareholders vote FOR ratification of
the selection of Deloitte & Touche LLP as the Company's independent auditors.
SHAREHOLDERS' PROPOSALS FOR THE 1996 ANNUAL MEETING
A shareholder who desires to include a proposal in the proxy material
relating to the 1996 annual
meeting of shareholders of the Company must submit the same in writing, so as to
be received at the
principal executive office of the Company (to the attention of the Secretary) on
or before December 26,
1995, for such proposal to be considered for inclusion in the proxy statement
for such meeting. Such
proposal also must meet the other requirements of the SEC relating to
shareholder proposals required to be included in the Company's proxy statement.
OTHER MATTERS
The Board of Directors does not know of any other business to be presented
for consideration
at the Annual Meeting. If other matters properly come before the Annual
Meeting, the persons named in
the accompanying form of proxy intend to vote thereon in accordance with their
best judgment.
The Company will furnish, without charge, to each person whose proxy is
being solicited, upon
request, a copy of its Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 as filed
with the SEC, including the financial statements, notes to the financial
statements and the financial
schedules contained therein (the "1994 Form 10-K"). Copies of any exhibits to
the 1994 Form 10-K also
will be furnished to any such shareholder upon the payment of a reasonable
duplicating charge. Requests
for copies of any such materials should be directed to Presidential Life
Corporation (attention Secretary), 69 Lydecker Street, Nyack, New York 10960.
By Order of the Board of Directors
Donna Monacelli,
Secretary
April 26, 1995
(FORM OF PROXY CARD)
PRESIDENTIAL LIFE CORPORATION
69 LYDECKER STREET
NYACK, NEW YORK 10960
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Jules Kroll, Herbert Kurz and Jacques
Sartisky, and each of
them, with full power of substitution, the proxy or proxies of the undersigned
to vote all shares of Common
Stock of Presidential Life Corporation (the "Company") which the undersigned is
entitled to vote at the
Annual Meeting of Shareholders of the Company to be held at the offices of
Presidential Life Insurance
Company, 69 Lydecker Street, Nyack, New York 10960, at 9:30 a.m., local time, on
Wednesday, May
31, 1995, or at any postponement, adjournment or adjournments thereof (the
"Annual Meeting"), with the
same force and effect as the undersigned might or could do if personally
present.
This proxy card, when properly executed, will be voted in the manner
directed herein by the
undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY CARD WILL BE
VOTED FOR
ALL OF THE NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2 AND WILL GRANT
THE PROXYHOLDERS DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER BUSINESS
AS PROPERLY MAY COME BEFORE THE ANNUAL MEETING.
PROPOSAL NUMBER 1: TO ELECT THE FOLLOWING NOMINEES TO
THE BOARD OF
DIRECTORS, EACH FOR A TERM OF ONE
YEAR AND UNTIL
THEIR RESPECTIVE SUCCESSORS ARE DULY
ELECTED AND
QUALIFIED:
Peter A. Cohen, Jules Kroll, Herbert Kurz, Lawrence Rivkin,
Jacques Sartisky and Morton B. Silberman
FOR all nominees AGAINST all nominees FOR all nominees except
the following nominee(s)
_____________________
PROPOSAL NUMBER 2: TO RATIFY THE BOARD OF DIRECTORS' SELECTION OF
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1995:
FOR AGAINST ABSTAIN
IN THEIR DISCRETION, THE PROXYHOLDERS ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE ANNUAL MEETING.
The undersigned hereby acknowledges prior receipt of a copy of the Notice
of Annual Meeting
of Shareholders and Proxy Statement, each dated April 26, 1995, and the Annual
Report to Shareholders
for the fiscal year ended December 31, 1994, and hereby revokes any proxy or
proxies heretofore given.
This proxy card may be revoked at any time before it is voted by delivering to
the Secretary of the
Company either a written revocation of proxy or a duly executed proxy bearing a
later date, or by
appearing at the Annual Meeting and voting in person.
(OVER )
Date: ________________, 1995
_____________________________
_____________________________
Signature of Shareholder or
Authorized Representative
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign.
When signing as attorney, 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 signatory.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE SIGN
AND RETURN ALL CARDS IN THE ACCOMPANYING ENVELOPE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES LISTED
IN PROPOSAL NUMBER 1 AND FOR PROPOSAL NUMBER 2.
