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HOLCO MORTGAGE ACCEPTANCE CORPORATION-I
220 WEST COLFAX STREET, SUITE 200
SOUTH BEND, INDIANA 46601
PROXY
The undersigned hereby appoints Wallace F. Holladay, John T. Phair, Kevin C.
Horton, Kevin J. Butler and Joseph V. Simeri as Proxies, each with power of
substitution, and hereby authorizes them to represent and to vote as designated
below, all of the shares of common stock of HOLCO MORTGAGE ACCEPTANCE
CORPORATION-I held on the record by the undersigned on April 19, 1996 at the
Annual Meeting of Stockholders to be held on June 7, 1996, or at any adjournment
thereof.
1. Election of Directors:
________ For all nominees listed below (except as marked to the contrary
below).
________ Withhold authority to vote for all nominees listed below.
(Instruction: To withhold authority to vote for any individual nominee mark
the box next to the nominee's name below.)
________ Wallace F. Holladay ________ John T. Phair
________ Kevin C. Horton ________ Kevin J. Butler
________ Joseph V. Simeri
2. Proposal to ratify the reappointment of McGladrey & Pullen as the
independent public accountants of the Corporation.
_____ For _____ Against _____ Abstain
3. In their decision, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER; IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
Please sign exactly as name appears. When shares are held by joint tenants, both
should sign. When signing as attorney, executor, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
President or authorized officer. If a partnership, please sign in partnership
name by authorized person.
Signature: ____________________________________
Signature, if held jointly: ____________________________________
Dated: ______________________________, 1996
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HOLCO MORTGAGE ACCEPTANCE CORPORATION-I
220 West Colfax Street, Suite 200
South Bend, Indiana 46601
Notice of Annual Meeting of Stockholders
To Be Held June 7, 1996
To the Stockholders of
Holco Mortgage Acceptance Corporation-I:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Holco
Mortgage Acceptance Corporation-I, a Delaware corporation (hereinafter, the
"Corporation"), will be held at the offices of the Corporation, 220 West Colfax
Street, Suite 200, South Bend, Indiana 46601 on the 7th day of June 1996 at 9:00
a.m., for the following purposes:
1. To elect five directors to serve until the Annual Meeting of
Stockholders in 1997 or until their successors are elected and
qualified. Management's nominees are listed below:
Wallace F. Holladay
John T. Phair
Kevin C. Horton
Kevin J. Butler
Joseph V. Simeri
2. To consider and act upon a proposal to ratify the reappointment of
McGladrey & Pullen as independent public accountants of the
Corporation.
3. To transact such other business as may properly come before the
meeting.
The stock transfer books of the Corporation will not be closed and, in lieu
thereof, the close of business on April 19, 1996 has been fixed as the date of
record for determination of stockholders entitled to receive notice of and to
vote at the Annual Meeting. Accordingly, only stockholders of record at the
close of business on that date will be entitled to notice of, and to vote at,
the meeting. A complete list of the stockholders entitled to vote at said
meeting will be available at the Corporation's offices at 220 West Colfax
Street, Suite 200, South Bend, Indiana for a period of 10 days prior to the
meeting.
Stockholders are cordially invited to attend the meeting in person.
Every stockholder (whether he owns one or more shares and whether or not he
intends to attend the meeting in person) who wishes to vote with respect to
matters coming before the meeting is requested by Management to fill in, sign,
date and return promptly the enclosed proxy. Your compliance with this request
will enable the Corporation to avoid unnecessary expenses and delay.
By Order of the Board of Directors
/s/ John T. Phair
----------------------------------
John T. Phair
Vice President & Treasurer
Holco Mortgage Acceptance Corporation-I
South Bend, Indiana
April 19, 1996
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HOLCO MORTGAGE ACCEPTANCE CORPORATION-I
PROXY STATEMENT
Solicitation of Proxies
Annual Meeting of Stockholders
To Be Held on June 7, 1996
This proxy statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of the Corporation for use at the
Annual Meeting of Stockholders of the Corporation to be held at 220 West Colfax
Street, Suite 200, South Bend, Indiana on June 7, 1996 at 9:00 a.m. for the
purposes set forth in the foregoing Notice. This statement and the form of proxy
are being first sent to stockholders on or about April 19, 1996.
The Annual Report of the Corporation for the calendar year 1995 mailed to
stockholders herewith is not considered part of the proxy soliciting materials.
The accompanying form of proxy, in ballot form, has been prepared at the
direction of the Board of Directors and is sent to you at its request. The
Proxies named therein have been designated by the Management.
Stockholders who execute proxies retain the right to revoke them at any
time before they are voted by attending the Annual Meeting and voting in person
or by notifying the Secretary of the Corporation at 220 West Colfax Street,
Suite 200, South Bend, Indiana 46601 (Mailing Address: P.O. Box 926, South Bend,
IN 46624-0926) in writing of such revocation prior to the Annual Meeting. A
proxy, when executed and not so revoked, will be voted, and, if it contains any
specification, will be voted in accordance therewith; provided the proxy is not
mutilated or otherwise received in such form or at such time as to render it
unvotable. If no choice is specified, the proxy will be voted in accordance with
the recommendations of the Board of Directors, as stated on the form of proxy
and in this proxy statement.
The solicitation will be conducted by mail, except that in a limited number
of instances, proxies may be solicited by the executive officers or directors of
the Corporation personally, by telephone or by telegram. The Corporation will
not pay any compensation or fees of any nature to anyone for the solicitation of
these proxies, except that the Corporation may pay expenses of persons holding
shares in their name, or those of their nominees, for sending proxies and proxy
materials to principals. The entire cost of the solicitation will be borne by
the Corporation.
OUTSTANDING SHARES AND VOTING RIGHTS
The voting securities of the Corporation consist of 563,750 shares of
Common Stock, issued and outstanding as of April 19, 1996, each of which is
entitled to one vote. Only holders of Common Stock of record at the close of
business on April 19, 1996 are entitled to notice of and to vote with respect to
this solicitation. The holders of a majority of the outstanding shares of Common
Stock entitled to vote at the meeting shall constitute a quorum.
As of April 19, 1996, there were no beneficial owners of more than 5% of
the Corporation's outstanding voting securities and none of the Corporation's
Common Stock was beneficially owned by any of the Corporation's directors.
ELECTION OF DIRECTORS
Five directors are to be elected at the Annual Meeting to hold office until
the Corporation's Annual Meeting in 1997 or until their successors are elected
and qualified. The persons named in the accompanying form of proxy will vote the
shares represented by all executed proxies which are received for the election
of Management's nominees hereinafter named, unless authority to do so is
withheld on the proxy. All nominees are presently members of the Board of
Directors, and there are currently no vacancies on the Board of Directors.
Management has no reason to believe that any nominee will refuse to act or
be unable to accept election; however, in such event and if any other unforeseen
contingencies should arise, it is the intention of the persons named in such
accompanying form of proxy to vote on such matters in accordance with their best
judgment.
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The following table sets forth certain information about each director
whose term expires on June 7, 1996. Except as otherwise indicated, each nominee
has held his present principal occupation for the past five years. There are no
family relationships between any nominee, director or executive officer of the
Corporation.
Date
Name, Age, Principal Office Became
Occupation Held Director Other Directorships
- -------------------- --------- -------- --------------------------
Wallace F. Holladay, President Virginia Roofing Company
74, President and and Brandywine Sand & Gravel
sole shareholder of Chairman Allied Capital
The Holladay of the Corporation
Corporation Board 08/19/87 Holco Mortgage Acceptance
Corporation-II
Holco Mortgage Acceptance
Corporation-III
John T. Phair, 46, MBS Group
Vice President/ Holco Mortgage Acceptance
General Manager of Director Corporation-II
The Holladay and Vice Holco Mortgage Acceptance
Corporation - President/ Corporation-III
Midwest Division Treasurer 08/19/87
Kevin C. Horton, 40,
City Controller,
South Bend, IN since
1992. President of
HC Mortgage Company
since 1984
Director of Economic Director Holco Mortgage Acceptance
Development, City of and Vice Corporation-II
South Bend, IN President/ Holco Mortgage Acceptance
from 1978 to 1984 Secretary 08/19/87 Corporation-III
Kevin J. Butler, 56,
Partner -
Butler & Simeri P.C
Attorneys at Law Director 08/19/87
Joseph V. Simeri, 56,
Partner -
Butler & Simeri P.C
Attorneys at Law Director 02/18/88
The Corporation does not have standing audit, nominating or compensation
committees of the Board of Directors. The Board of Directors of the Corporation
did not hold any regular or special meetings during the period January 1, 1995
through December 31, 1995.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 26, 1987, the Corporation acquired 14 Multifamily GNMA
Certificates from HC Mortgage Company, Inc. The Corporation is affiliated with
HC Mortgage Company, Inc. through common directors and executive officers, and
HC Mortgage Company, Inc. is majority-owned by Mr. Holladay. In connection with
such transaction, the Corporation paid HC Mortgage Company, Inc. a mortgage
commitment fee of $364,000. In addition, the Corporation currently pays HC
Mortgage Company, Inc. a monthly management fee of $514. The management fee has
been reduced from $2,500 per month as a result of prepayments of GNMA
Certificates due to defaults by the mortgagor's inability to fulfill the
mortgage commitment underlying the GNMA Certificate. The management fee will
continue to be reduced in proportion to the reduction in cash flow occurring
when any Multifamily GNMA Certificate is prepaid, disposed of or fully
amortized. The management fee for the period ended December 31, 1995 was
$26,168, including Operation Expense Loans, and interest thereon, due HC
Mortgage Company, Inc. for the year ended 12/31/95.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The executive officers of the Corporation have not and will not receive any
compensation, stock options or benefit pension plans from the Corporation for
services rendered in all capacities.
In order to comply with American Stock Exchange listing requirements, every
corporation whose securities are listed on the American Stock Exchange must have
two independent directors on its Board of Directors. The Corporation will pay
each of its independent directors a director's fee of $200 per Board of
Directors' meeting, not to exceed $1,000 per year.
APPOINTMENT OF AUDITORS
It is proposed that the stockholders ratify the reappointment of McGladrey
& Pullen as independent public accountants of the Corporation for the calendar
year ending December 31, 1996. McGladrey & Pullen have examined the financial
statements of the Corporation continuously since the Corporation's date of
incorporation. A representative of McGladrey & Pullen will be present at the
Annual Meeting with the opportunity to make any statement if such representative
desires to do so and to respond to appropriate questions.
PROPOSAL OF CERTAIN STOCKHOLDERS
As of April 19, 1996, there have not been any stockholder proposals
submitted to the Corporation.
OTHER BUSINESS AT ANNUAL MEETING OF STOCKHOLDERS
The Board of Directors knows of no business to come before the meeting
other than as stated in the Notice of the Annual Meeting of Stockholders. Should
any other business requiring the vote of stockholders properly arise, the
enclosed form of proxy gives discretionary authority to the persons named in the
proxy to vote in accordance with their best judgment on such matters.
PROPOSALS OF STOCKHOLDERS
All proposals of stockholders intended to be presented at the next Annual
Meeting of Stockholders must be received by the Corporation (Attention:
Corporate Secretary) no later than December 31, 1996 to be considered for
inclusion in the Corporation's 1997 proxy materials relating to that matter.
The Corporation will provide a copy of its Annual Report on Form 10-K
(without exhibits) for the year ended December 31, 1995, without charge to each
stockholder, upon written request, including a representation that he was a
beneficial holder of Common Stock of the Corporation on April 19, 1996, to Mr.
Kevin Horton, Secretary, Holco Mortgage Acceptance Corporation-I, 220 West
Colfax Street, Suite 200, P.O. Box 926, South Bend, Indiana 46624-0926.
By Order of the Board of Directors
/s/ John T. Phair
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John T. Phair
Vice President & Treasurer
Holco Mortgage Acceptance Corporation-I
South Bend, Indiana
April 19, 1996
