SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2) )
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
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] No fee required.
[ ] 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:
<PAGE>
PRESIDENTIAL LIFE CORPORATION
69 Lydecker Street
Nyack, New York 10960
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 24, 2000
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 24, 2000, for the
following purposes:
1. To elect five (5) 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,
2000; 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 12, 2000 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 of Shareholders and the accompanying
proxy materials will be mailed or delivered to shareholders commencing on
or about April 19, 2000.
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 19, 2000
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.
<PAGE>
PRESIDENTIAL LIFE CORPORATION
69 Lydecker Street
Nyack, New York 10960
PROXY STATEMENT
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 ("Insurance Company"), 69 Lydecker Street, Nyack, New
York 10960, at 9:30 a.m., local time, on Wednesday, May 24, 2000, 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 12, 2000 as the record date
(the "Record Date") for determining those shareholders entitled to notice of,
and to vote at, the Annual Meeting. On April 12, 2000 there were 30,399,853
shares of Common Stock outstanding. It is expected that this Proxy
Statement, the attached Notice of Annual Meeting of Shareholders, the
accompanying form of proxy and the Company's Annual Report for the fiscal
year ended December 31, 1999 (the "Annual Report") will first be mailed or
delivered to shareholders commencing on or about April 19, 2000.
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.
<PAGE>
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,
2000; 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 Board of Directors has indicated that he intends
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, 2000.
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.
<PAGE>
<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as of March 16, 2000 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:
Number of Shares Percent of
of Common Stock Common Stock
Five Percent Shareholders Beneficially Owned<F1><F2> Beneficially Owned<F1>
<S> <C> <C>
Herbert Kurz<F3><F4> 7,910,204 26.0%
I.G. Investment
Management, Ltd.<F8> 2,156,460 7.1%
Franklin Resources, Inc.<F9> 1,560,466 5.1%
Dimensional Fund Advisors,
Inc.<F10> 1,521,865 5.0%
T. Rowe Price Associates,
Inc.<F11> 1,283,700 4.2%
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> 354,049 1.2%
Herbert Kurz<F4> 7,910,204 26.0%
Lawrence Rivkin<F7> 94,380 <F6>
Morton B. Silberman 31,200 <F6>
Michael V. Oporto 21,412 <F6>
Donald Barnes 9,825 <F6>
Jerrold Scher 6,257 <F6>
All Directors (including nominees)
and Executive Officers as a group
(eight persons)<F4><F5><F7> 8,617,327 28.3%
<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 Rule 13d-3(d)(1) promulgated under the
Securities and Exchange Act of 1934, as amended (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.
<PAGE>
<F3> The address for Mr. Kurz is c/o Presidential Life Corporation,
69 Lydecker Street, Nyack, New York 10960.
<F4> Excludes 112,164 shares of Common Stock beneficially held by Mr. Kurz's
wife. Mr. Kurz disclaims beneficial ownership of the shares held by his
wife.
<F5> Excludes 1,000 shares of Common Stock beneficially held by each of Mr.
Kroll's four children (an aggregate of 4,000 shares). Mr. Kroll
disclaims beneficial ownership of the shares held by his four children.
<F6> Less than one percent.
<F7> Excludes 3,015 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 address for I.G. Investment Management, Ltd. ("IG") is One Canada
Centre, 447 Portage Avenue, Winnipeg, Canada. Information as to
holdings of IG is based upon public information available to the Company
through NASDAQ.
<F9> The address for Franklin Resources, Inc. ("Franklin") is 777 Mariners
Island Boulevard, San Mateo, California 94404. Information as to
holdings of Franklin is based upon Schedule 13G filed with the
Securities and Exchange Commission on January 12, 2000. This
schedule indicates that as of January 12, 2000, Franklin owned
1,362,866 shares with sole voting power and 1,560,466 shares with
sole dispositive power.
<F10> The address for Dimensional Fund Advisors, Inc. ("Dimensional") is 1299
Ocean Avenue, Santa Monica, California 90401-1038. Information as to
holdings of Dimensional is based upon public information available to
the Company through NASDAQ.
<F11> The address for T. Rowe Price Associates, Inc. ("T. Rowe Price") is 100
East Pratt Street, Baltimore, Maryland 21202. Information as to
holdings of T. Rowe Price is based upon public information available to
the Company through NASDAQ.
________________
</FN>
</TABLE>
<PAGE>
<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.
Name Age Position held with the Company
<S> <C> <S>
Herbert Kurz 80 Director and President of the
Company and Chairman of the
Board of Directors and
President of the Insurance
Company
Michael V. Oporto 40 Chief Financial Officer and
Treasurer of the Insurance
Company
Donald Barnes 56 Executive Vice President of
the Insurance Company
Jerrold Scher 58 Senior Vice President and Chief
Actuary of the Insurance Company
Peter A. Cohen<F1><F2> 53 Director
Jules Kroll<F1> 59 Director
Lawrence Rivkin<F1><F2> 78 Director
Morton B. Silberman<F2> 77 Director
__________________
<FN>
<F1> Member of Audit Committee
<F2> Member of Compensation 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, 1999, there were four
meetings of the Board of Directors. During the fiscal year ended December
31, 1999, each director attended at least 75% of the meetings of the Board of
Directors held during the period that he served as a director.
Audit Committee. The Company's Board of Directors has an Audit
Committee (the "Audit Committee"), the members of which are to be elected by
the Board of Directors for a term of one year, 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 represents the Board in discharging its
responsibilities relating to the accounting, reporting and financial control
practices of the Company. The Audit Committee has general responsibility
<PAGE>
for surveillance of financial controls, as well as for the Company's
accounting and audit activities. The Audit Committee annually reviews
the qualifications of the independent auditors, makes recommendations to
the Board of Directors as to their selection, reviews the audit plan, fees
and audit results with both the Company's management and the independent
auditors and approves non-audit services to be performed by the auditors
and related fees. The Audit Committee is also responsible for monitoring the
independence of the Company's independent auditors. In February 2000, the
Board adopted a charter of the Audit Committee of the Board of Directors.
A copy of the charter is attached to this Proxy Statement. During the year
ended December 31, 1999, the Audit Committee had four meetings.
Compensation Committee. The Compensation Committee was created in May
1996, with responsibility for reviewing and advising the Board with respect to
executive compensation affecting corporate officers subject to Section 162(m) of
the Internal Revenue Code and such other executives as the Company's management
may deem appropriate. The Committee also has responsibility for administration
of the 1996 Stock Incentive Plan and compensation intended as performance-based
compensation under the Code. The Committee also has the responsibility to fix
all salaries, grant all stock options and approve all employment agreements for
executives who are, or are expected to become, subject to Section 162(m). The
Committee, which consists of Messrs. Silberman (Chairman), Cohen and Rivkin held
three meetings in fiscal 1999. See "Compensation Committee Interlocks and
Insider Participation" on page 12.
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 the Insurance Company, the wholly-owned subsidiary of
the Company through which the Company conducts its insurance and annuity
business, for more than the past five years. Since February 22, 1995, Mr.
Kurz has served as President of the Insurance Company.
Michael V. Oporto has served as Chief Financial Officer of the
Insurance Company since May 4, 1993 and as Treasurer of the Insurance Company
since 1994. Prior to that, Mr. Oporto served as a senior audit manager for
Deloitte & Touche LLP for more than the past five years. Mr. Oporto
currently serves as a director of the Insurance Company.
Donald L. Barnes has served as Executive Vice President of the
Insurance Company since February, 2000. Prior to that, Mr. Barnes served as
Senior Vice President of the Insurance Company since November, 1995. Prior
to that, Mr. Barnes served as President of Franklin United Life Insurance
Company for more than five years. Mr. Barnes currently serves as a director
of the Insurance Company.
Jerrold Scher has served as Chief Actuary of the Insurance Company
since February, 2000. For the ten years prior to 2000, Mr. Scher served as
Senior Vice President of the Insurance Company. Mr. Scher currently serves
as a director of the Insurance Company.
Peter A. Cohen has been a director of the Company since May 27, 1992.
Mr. Cohen currently is the owner of Ramius Capital Group, a private investment
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
<PAGE>
Express Company. In addition to serving on the Board of Directors of the
Company, Mr. Cohen serves as a director of Telecom Italier SpA, GRC
International and is a trustee of Mt. Sinai Hospital and the Ohio State
University Foundation.
Jules Kroll has been a director of the Company since November 30,
1988. Mr. Kroll is Chairman and Chief Executive Officer of Kroll-O'Gara
Company, a risk mitigation company. Mr. Kroll was Chairman of Kroll
Associates, Inc., a private investigative services company. He held that\
position since December 1, 1991. Since 1972 he was President and Chief
Executive Officer of Kroll Associates, Inc. He is also a member of the
Board of Directors of United Auto Group, Inc., a company engaged in
acquiring, consolidating and operating franchised automobile and light
truck dealerships. In addition to serving on the Board of Directors of the
Company, Mr. Kroll is a member of the Board of Trustees of Cornell
University, of the Board of Visitors of the Georgetown Law Center and of
the Board of Regents of Georgetown University.
Lawrence Rivkin has been a director of the Company since May 25, 1988.
Mr. Rivkin has served of counsel to and been a partner in the law firm of
Goldfarb & Fleece for more than the past five years.
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
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, 1997, 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
$0, $0 and $200,000 during the fiscal years ended December 31, 1999,
1998 and 1997, respectively.
Investments
The Insurance Company is a limited partner in Ramius Halifax Partners,
L.P. a partnership in which Peter Cohen, a director of the Company, is a
principal. As of December 31, 1999 the Insurance Company's aggregate
investment in such partnership was approximately $5,600,000. Management
believes that this investment was made on the same terms available to all
investors and similar terms that could be obtained from unaffiliated
partnerships.
<PAGE>
COMPENSATION OF DIRECTORS AND
EXECUTIVE OFFICERS
Director Compensation
Directors of the Company received an annual retainer of $12,000, 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 $500 for each meeting of a Committee of
the Board of Directors attended. In addition, Directors were reimbursed for
their travel expenses to and from such meetings.
Executive Compensation
The following table sets forth, for the Company's last three fiscal
years, the annual and long-term compensation of those persons who were, at
December 31, 1999, (i) the President (who is the individual acting in the
capacity as the Company's chief executive officer) and (ii) the other four
most highly compensated executive officers of the Company (the "Executive
Officers").
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
All
Name and Other
Principal Fiscal Compen-
Position Year Salary($) Bonus($) Options(#) sation<F1>
<S> <C> <C> <C> <C> <C>
Herbert Kurz 1999 $565,434 $1,000 -0- $96,128
President 1998 554,228 1,000 -0- 90,926
1997 542,429 1,000 -0- 86,427
Shirley P. Jordan<F2> 1999 291,850 10,000 2,500 4,278
Executive Vice 1998 303,349 1,000 5,000 3,866
President of 1997 293,160 4,000 4,200 3,765
the Insurance
Company
Jerrold Scher 1999 179,240 11,000 5,000 2,903
Senior Vice President 1998 170,923 1,000 5,000 2,536
of the Insurance Company 1997 152,827 1,000 4,200 2,458
Michael V. Oporto 1999 177,075 16,000 5,000 2,784
Treasurer of the 1998 162,462 1,000 7,500 2,526
Insurance Company 1997 147,826 5,000 3,200 2,492
Donald L. Barnes 1999 162,794 10,000 5,000 2,624
Executive Vice President 1998 152,338 1,000 7,500 2,368
of the Insurance Company 1997 143,180 1,000 5,200 2,257
_________________
<FN>
<F1> All Other Compensation represents: (a) the Company's payment of
premiums with respect to term life insurance policies for the
Executive Officers, plus (b) with respect to Mr. Kurz, directors
fees of $12,000 in 1999, 1998 and 1997, (c) matching
contributions by the Company under the Employee Savings Plan,
which permits salaried employees to make tax-deferred
contributions of a portion of their base compensation pursuant
<PAGE>
to Section 401(k) of the Internal Revenue Code, of $1,600 for
each of Mr. Kurz, Ms. Jordan, Mr. Oporto and Mr. Scher, $1,533
for Mr. Barnes during fiscal 1999 and $1,600 for each of Mr.
Kurz and Ms. Jordan, $1,538 for Mr. Scher, $1,528 for Mr. Oporto
and $1,442 for Mr. Barnes during fiscal 1998 and $1,500 for each
of Mr. Kurz, Ms. Jordan and Mr. Oporto, $1,484 for Mr. Scher and
$1,350 for Mr. Barnes during fiscal 1997.
<F2> Until her retirement from all positions with the Insurance
Company as of November 1, 1999, Shirley P. Jordan had served as
Executive Vice President of the Insurance Company since 1994,
Chief Investment Officer for the Insurance Company since June
1998 and a Director of the Insurance Company since 1985.
_________________
</FN>
</TABLE>
<TABLE>
OPTION TABLES
Options/SAR Grants in Last Fiscal Year
The following table sets forth certain information concerning options/SARs
granted during 1999 to the named executives:
Individual Grants
Potential
Realizable
Value at
Assumed
% of Total Annual Rates
Number of Options/SARs of Stock Price
Securities Granted to Exercise Appreciation
Underlying Employees or Base Expir- for Option
Options/SARs in Fiscal Price ation Term
Name Granted Year ($/Share) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Herbert Kurz 0 0.00% 0.00 0 0 0
Shirley P.
Jordan 2,500 3.37% 17.188 10/01/2004 11,872 26,233
Michael V.
Oporto 5,000 6.73% 17.188 10/01/2004 23,743 52,466
Donald L.
Barnes 5,000 6.73% 17.188 10/01/2004 23,743 52,466
Jerrold Scher 5,000 6.73% 17.188 10/01/2004 23,743 52,466
_________________
</TABLE>
<PAGE>
Aggregated Options/SAR Exercised in Last Fiscal Year and Fiscal Year-End
Options/SAR Values
The following table summarizes options and SARs exercised during 1999 and
presents the value of unexercised options and SARs held by the named
executives at fiscal year-end:
<TABLE>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
At Fiscal at Fiscal
Shares Year-End(#) Year-End ($)
Acquired Value Exercisable(E)/ Exercisable(E)
Name on Exercise(#) Realized($) Unexercisable(U) Unexercisable
(U)<F1>
<S> <C> <C> <C> <C>
Herbert Kurz 0 0 0 0
Shirley P. Jordan 0 0 9,350 (E) 52,763 (E)
Shirley P. Jordan 0 0 10,350 (U) 21,606 (U)
Michael V. Oporto 0 0 9,100 (E) 49,661 (E)
Michael V. Oporto 0 0 14,100 (U) 23,958 (U)
Donald L. Barnes 0 0 8,225 (E) 33,372 (E)
Donald L. Barnes 0 0 14,475 (U) 18,528 (U)
Jerrold Scher 0 0 4,100 (E) 7,153 (E)
Jerrold Scher 0 0 11,100 (U) 9,372 (U)
_________________
<FN>
<F1> Represents the difference between the exercise price of the options
and $18.375 which represents the closing price of the Company's
Common Stock on December 31, 1999.
</FN>
</TABLE>
<PAGE>
<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.
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 "Code"). 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 Mr. Oporto, Mr. Barnes and Mr.
Scher as of March 1, 2000 are 6, 4 and 11 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 the granting of awards pursuant to the
1996 Stock Incentive Plan and compensation of the Executive Officers who
are, or are expected to become, subject to Section 162(m) of the Internal
Revenue Code were made by the Compensation Committee of the Board of
Directors.
Set forth below is a report of the Board of Directors which
addresses the Company's compensation policies for fiscal 1999 as they apply
to the Company's executives, including the Executive Officers.
<PAGE>
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 life insurance and annuity companies 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 or, in the
case of Executive Officers who are or may become subject to Section 162(m)
of the Internal Revenue Code, the Compensation Committee of the Board of
Directors, reviews on an annual basis the salaries of its executive
officers in light of the foregoing factors. In fiscal 1999, 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. The size of individual stock and
stock option grants is related to the level of responsibility of the
individual executive and the quality of an individual executive's
contribution to the Company's performance. During fiscal 1999, the Company
granted stock-based incentive compensation based on the foregoing factors.
The Company also may consider, to the extent warranted by the Company's
performance at the end of the year, the grant of incentive bonuses and
special bonuses. In fiscal 1999, the Company awarded incentive bonuses in
the aggregate amount of $100,000 based on the Company's net statutory
income. Such bonuses were paid in equal amounts to all salaried employees,
including the Executive Officers.
<PAGE>
Compensation of Herbert Kurz, Chairman and President
Compensation of Herbert Kurz, Chairman and President of the
Company and the Insurance Company, 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. In fiscal
1999, a salary increase was granted to Mr. Kurz based on the factors
discussed at the beginning of this report.
Section 162(m) of the Internal Revenue Code
The new Section 162(m) of the 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 1999 will be deductible by the Company
for federal income tax purposes. The Company'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.
Incorporation by Reference
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 1999 were
considered by the Compensation Committee. Herbert Kurz participated in
deliberations of the Compensation Committee during the last fiscal year
concerning executive officer compensation, but he abstained from
discussions and votes regarding his own compensation and individual stock
and stock option grants to employees of the Company.
<PAGE>
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, 1994 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
Measurement Period Presidential Life S&P S&P
(Fiscal Year Covered) Corporation 500 Index Insurance Index
<S> <C> <C> <C>
Measurement Pt-12/31/94 $100 $100 $100
FYE 12/31/95 190.27 137.58 143.60
FYE 12/31/96 235.54 169.17 175.46
FYE 12/31/97 400.17 225.60 219.42
FYE 12/31/98 398.85 290.08 231.64
FYE 12/31/99 375.76 351.11 199.19
</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.
<PAGE>
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 (5) and not more than
nineteen (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 five.
At the Annual Meeting, five (5) 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 five (5) persons named below, each of whom has been nominated by the
Board of Directors for election to the Board of Directors. The five (5)
nominees named below are presently serving as directors of the Company and
were elected by the shareholders of the Company. Proxies cannot be voted
for a greater number of persons than the number of nominees. 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 both to 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
Morton B. Silberman
The Board of Directors recommends a vote FOR the election of the above-named
nominees.
<PAGE>
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, 2000. 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, 2000. 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 has 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, 1999.
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 2001 ANNUAL MEETING
A shareholder who desires to include a proposal in the proxy
material relating to the 2001 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 21, 2000, 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 Securities and Exchange Commission (the "SEC")
relating to shareholder proposals required to be included in the Company's
proxy statement.
<PAGE>
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, 1999 as filed with the SEC,
including the financial statements, notes to the financial statements and
the financial schedules contained therein (the "1999 Form 10-K"). Copies
of any exhibits to the 1999 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 19, 2000
<PAGE>
APPENDIX A
PRESIDENTIAL LIFE CORPORATION
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
This charter specifies the scope of the Audit Committee's responsibilities,
and how it carries out those responsibilities, including structure, processes,
and membership requirements. The Audit Committee shall review and reassess the
adequacy of this charter annually. The adoption of this charter by the
Board of Directors shall be disclosed in the annual proxy statement. A copy
of the charter shall be included as an appendix to the Proxy Statement at
least Triennially and in the next annual proxy statement following any
significant amendment.
STRUCTURE AND MEMBERSHIP REQUIREMENTS:
The Audit Committee is an extension of the Board of Directors established
to assist the Board in carrying out their responsibilities as they relate to
the organization's accounting policies, internal control, and financial
reporting practices. The Audit Committee reports directly to the Board of
Directors and will consist of at least three members. All members will be
outside, independent, financially literate directors and at least one member
shall have accounting or related financial management experience. Audit
Committee members are elected for one year terms and may be reelected as long
as desired by the Board of Directors.
PROCESSES:
The Audit Committee shall meet at least four times each year. The Audit
Committee may have in attendance all individuals it may deem necessary to
provide information that will enable the committee to carry out its duties.
The Audit Committee shall establish and maintain lines of communication
between itself and the company's public accountants, internal auditors,
financial management, and senior management. The Audit Committee shall
report on its activities to the Board of Directors. The Audit Committee
shall prepare for inclusion in the company's Proxy Statement, over the
printed names of the audit committee members, a report that states whether
i) the Audit Committee reviewed and discussed the audited financial
statements with management, ii) the Audit Committee discussed with the
public accountants the matters required to be discussed by Statement on
Auditing Standards Number 61, as may be modified or supplemented, which
presently relate to the quality of the companies accounting principles,
consistency of application and the clarity, consistency and completeness of
financial statement information, iii) the Audit Committee has received the
independence disclosure letter from the public accountants required by
Independence Standards Board Standard No. 1 (Independence Standards Board
No. 1, Independence Discussions with Audit Committee), and iv) based on
the review and discussions referred to in the foregoing subdivisions i),
ii) and iii) the Audit Committee recommended to the Board of Directors
that the audited financial statements be included in the company's
Annual Report on Form 10-K.
<PAGE>
RESPONSIBILITIES:
The Audit Committee performs its responsibilities through discussions
and information reviews with the following primary groups:
COMPANY MANAGEMENT: Company management is responsible for the
preparation of the financial statements of the company. The Audit
Committee shall review and discuss the quality of the financial data to
be provided to shareholders and other interested parties. This review
shall include: (i) all significant changes to accounting policies, accruals,
reserves, and estimates, (ii) all significant legal and regulatory issues
of concern to the company, and (iii) management's assessment of the internal
control system and actions taken as a result of audits performed by internal
audit, the public accountants, and regulatory agencies.
INDEPENDENT PUBLIC ACCOUNTANT: The public accountant is accountable
to the Board of Directors through the Audit Committee. The Audit Committee
is responsible for recommending selection to the Board of Directors for
shareholder ratification, evaluating the work of, and replacing the public
accountant. The Audit Committee shall review the scope and plan for the
audit and evaluate the public accountant's performance. The Audit
Committee written statement delineating all relationships between the public
accountant and the company and actively discussing any such relationship
that may impact objectivity on independence. The Audit Committee shall
discuss with the public accountant the accountant's judgement about the
quality of the company's accounting principles. This discussion applies
to interim reporting in addition to the annual statements. This discussion
should include the consistency of application of those accounting principles
and the clarity, consistency and completeness of financial information,
as well as, significant estimates, judgements and unusual transactions. The
Audit Committee shall inquire as to any restrictions or disagreements, and
the resolution of each, that were faced by the public accountant in the
performance of the audit. The Audit Committee shall discuss the public
accountant's assessment of the company's system of internal control.
COMPANY INTERNAL AUDIT: The selection or removal of the company's
chief internal auditor shall require the concurrence of the Audit
Committee. The Audit Committee shall review and evaluate the annual
internal audit plan. The Audit Committee shall review the results of all
internal audit activity and the adequacy of management's response to the
audit results. The Audit Committee shall inquire as to any restrictions
or disagreements, and the resolution of each, that were faced by internal
audit in the performance of their plan. The Audit Committee shall review
internal audit's assessment of the company's system of internal control.
GENERAL: The Audit Committee shall arrange to meet with each of the
above three groups separately at least once each year to assure full and
open disclosure. The Audit Committee shall have the authority to conduct
or authorize investigations and the use of outside assistance.
<PAGE>
[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
OF PRESIDENTIAL LIFE CORPORATION.
The undersigned hereby appoints Jules Kroll, Herbert Kurz and
Lawrence Rivkin, 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
24, 2000, 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.
COMPANY 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, and Morton B. Silberman
FOR all nominees AGAINST all nominees FOR all nominees except
the following nominee(s)
_____________________
COMPANY 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, 2000:
FOR AGAINST ABSTAIN
IN THEIR DISCRETION, THE PROXYHOLDERS ARE AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE ANNUAL MEETING.
<PAGE>
The undersigned hereby acknowledges prior receipt of a copy of
the Notice of Annual Meeting of Shareholders and Proxy Statement, each
dated April 19, 2000, and the Annual Report to Shareholders for the fiscal
year ended December 31, 1999, 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.
Date: ___________________, 2000
_____________________________
_____________________________
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.
