<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
LDI CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
LDI CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
---------------------------------
(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
------------------------
(3) Filing party:
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(4) Date filed:
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[LOGO]
LDI CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 13, 1994
Notice is hereby given that the annual meeting of stockholders of LDI
Corporation (the "Company") will be held at The Forum at One Cleveland Center,
1375 East Ninth Street, Cleveland, Ohio, on Wednesday, July 13, 1994, at 10:00
a.m. Eastern daylight time, for the following purposes:
1. To elect one director, to serve for a term of three years and until
his successor is duly elected and qualified;
2. To vote on a proposal to ratify the election of Deloitte & Touche
as the Company's independent auditors; and
3. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on May 20, 1994, will
be entitled to notice of and to vote at said meeting or any adjournments
thereof.
By Order of the Board of
Directors.
BENJAMIN W. CANNON,
Vice President and Secretary
May 31, 1994
- - --------------------------------------------------------------------------------
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
- - --------------------------------------------------------------------------------
<PAGE> 3
[LOGO]
LDI CORPORATION
1375 East Ninth Street
Cleveland, Ohio 44114
PROXY STATEMENT
------------------------------
This proxy statement is furnished in connection with the solicitation of
proxies for use at the annual meeting of stockholders of LDI Corporation, a
Delaware corporation (the "Company"), to be held on Wednesday, July 13, 1994, at
10:00 a.m., Eastern daylight time, at The Forum at One Cleveland Center, 1375
East Ninth Street, Cleveland, Ohio, and at any adjournments thereof. This
statement and the accompanying notice and proxy, together with the Company's
annual report on Form 10-K for the year ended January 31, 1994, is first being
sent to stockholders on or about May 31, 1994.
The close of business on May 20, 1994, has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting. At that date, the Company had outstanding 6,727,457 shares of common
stock, $.01 par value, each of which will be entitled to one vote.
ELECTION OF DIRECTORS
At the meeting, shares of common stock represented by proxies, unless
otherwise specified, will be voted for the election of the one nominee
hereinafter named, each to serve for a term of three years expiring at the
Annual Meeting of Stockholders to be held in 1997 and until his successor is
duly elected and qualified. If, by reason of death or other unexpected
occurrence, the nominee should not be available for election, the proxies will
be voted for the election of such substitute nominee as the Board of Directors
may propose.
Proxies cannot be voted at the meeting for more than one person. The
holders of the Company's common stock have no cumulative voting rights in the
election of directors. Broker non-votes and abstaining votes will not be counted
in favor of, or against, the election of any nominee. The term of Mr. Jerry E.
Kish, as director, expires at the annual meeting. Mr. Kish has
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<PAGE> 4
chosen not to seek re-election to the Board. As a result, the Board has reduced
the number of seats on the Board from six (6) to five (5) for the time being,
pending the selection of a new director.
The following information is set forth with respect to the person nominated
for election as a director, who is currently a director, and with respect to the
directors of the Company whose terms of office will continue after the meeting.
NOMINEES FOR ELECTION AT THE ANNUAL MEETING
<TABLE>
<CAPTION>
OFFICES HELD AND DIRECTOR TERM
NAME AGE BUSINESS EXPERIENCE SINCE EXPIRES
- - ------------------------- --- ---------------------------------------- -------- -------
<S> <C> <C> <C> <C>
Norton W. Rose (1) 65 Chairman and Director of Blue Coral, 1994 1997
Inc., a privately-owned consumer chemi-
cal company.
</TABLE>
DIRECTORS WHOSE TERMS WILL CONTINUE AFTER THE ANNUAL MEETING
<TABLE>
<CAPTION>
OFFICES HELD AND DIRECTOR TERM
NAME AGE BUSINESS EXPERIENCE SINCE EXPIRES
- - ------------------------- --- ---------------------------------------- -------- -------
<S> <C> <C> <C> <C>
Robert S. Kendall (2) 55 Chairman and Chief Executive Officer of 1986 1996
the Company since February 1989; Presi-
dent of the Company from June 1986 to
February 1989; Treasurer of the Company
from June 1986 to February 1988;
President of Leasing Dynamics, Inc. from
February 1972 to July 1989, and Chair-
man from July 1989 to May 1991.
Michael R. Kennedy (2) 51 President and Chief Operating Officer of 1986 1996
the Company from February 1989 through
May 1994; Senior Executive Vice
President of the Company from February
1988 to February 1989; Executive Vice
President of the Company from June 1986
to February 1988 and of Leasing
Dynamics, Inc. from February 1972 to May
1991.
Thomas A. Cutter (2) 51 Vice Chairman and Senior Executive Vice 1986 1995
President of the Company from February
1989 through May 1994; Executive Vice
President of the Company from February
1988 to February 1989; Senior Vice
President of the Company from June 1986
to February 1988 and of Leasing
Dynamics, Inc. from December 1983 to May
1991.
</TABLE>
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<PAGE> 5
<TABLE>
<CAPTION>
OFFICES HELD AND DIRECTOR TERM
NAME AGE BUSINESS EXPERIENCE SINCE EXPIRES
- - ------------------------- --- ---------------------------------------- -------- -------
<S> <C> <C> <C> <C>
Scott S. Cowen (3) 47 Dean of the Weatherhead School of Man- 1989 1995
agement at Case Western Reserve Uni-
versity since July 1984.
</TABLE>
- - ---------------
(1) Mr. Rose is also a director of Telxon Corporation, Curtis Industries, and
Specialty Chemical Resources.
(2) Through May 31, 1994, Messrs. Cutter, Kendall and Kennedy are also officers
and directors of various subsidiaries of the Company. Effective June 1,
1994, Messrs. Kennedy and Cutter resigned from all such positions, except
that Mr. Kennedy will remain on the board of the Company's joint venture
with Picker International, Inc.
(3) Mr. Cowen is a director of American Greetings Corporation, Cyberex
Corporation, FabriCenters of America, Inc., Premier Industrial Corporation,
Society Corporation, Forest City Enterprises, Inc., Premier Industrial
Corporation and Weatherhead Industries, Inc. and is on the Board of Advisors
of Charles Fradin, Inc./Copley Distributors.
THE BOARD OF DIRECTORS; COMMITTEES AND ATTENDANCE
The Board of Directors held six meetings during the year ended January 31,
1994. The compensation committee, charged with reviewing and establishing
compensation policies for the Company's executive officers, currently consists
of Messrs. Cowen and Rose. Messrs. Cowen and Rose also are the current members
of the Board's audit committee which is charged with (i) assuring that
appropriate organization, policies, internal controls and systems are in place
with respect to audit, accounting and financial reporting matters; (ii)
providing an independent channel to receive appropriate communication from
employees and the Company's independent auditors; (iii) reviewing the scope and
performance of the Company's annual financial audit and recommending to the
Board the retention of the Company's independent auditors; and (iv) performing
such other functions as are assigned to it by the Board of Directors from time
to time. The audit committee met twice during the last fiscal year. Other
Committees of the Board include the Nominating Committee (Messrs. Cowen and
Kendall) and the CEO Search Committee (Messrs. Cowen, Rose and Kendall).
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 1994, certain information
with regard to the beneficial ownership of the Company's common stock by each
holder of more than five percent of the Company's outstanding common stock, each
director of the Company, each nominee for
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<PAGE> 6
election as a director of the Company, each of the executive officers of the
Company set forth in the Summary Compensation Table and all directors and
officers of the Company as a group.
<TABLE>
<CAPTION>
PERCENT
NAME OF AMOUNT OF
BENEFICIAL OWNER BENEFICIALLY OWNED(1) CLASS
---------------- --------------------- -----
<S> <C> <C>
Olympus Private Placement Fund, L.P. 1,574,803(2) 18.97%
Robert S. Kendall 1,124,168(3) 16.71%
Michael R. Kennedy 1,015,262(3)(4) 15.09%
Thomas A. Cutter 876,900(3) 13.04%
Tweedy, Browne Company L.P. and Related Parties 496,100(5) 7.37%
The TCW Group, Inc. 444,500(6) 6.61%
Dimensional Fund Advisors Inc. 420,576(7) 6.25%
Jerry E. Kish 47,118(8) *
Frank G. Skedel 26,460(9) *
Scott S. Cowen 15,533(10)(11) *
Norton W. Rose -0- *
All Directors and executive
officers as a Group (12 persons) 3,287,803(12) 48.87%
</TABLE>
- - ---------------
*Less than 1%
(1) Beneficial ownership includes having or sharing voting power or dispositive
power of the securities.
(2) On May 2, 1994, the Company entered into revised agreements with its
lenders, including Olympus Private Placement Fund, L.P. Under the Olympus
agreement, their convertible notes were amended to eliminate the conversion
feature, the exercise price of the 45,296 outstanding warrants was adjusted
to $6.35 per share, and 1,529,307 additional warrants were issued with the
same exercise price, terms, and expiration date as the previously-issued
warrants.
(3) Messrs. Kendall, Kennedy and Cutter, and certain other stockholders of the
Company are parties to a Stockholders Agreement (the "Stockholders
Agreement") pursuant to which the parties to the Stockholders Agreement
have agreed to vote all of the shares held by them in the same manner as a
majority of the shares held by Messrs. Kendall, Kennedy and Cutter. An
aggregate of 3,350,269 shares of common stock, or approximately 49.80% of
the shares outstanding, are subject to the Stockholders Agreement.
(4) Does not include 96,906 shares held of record by National City Bank as
trustee of an irrevocable trust established by Mr. Kennedy for the benefit
of his children, as to which he disclaims any beneficial interest.
(5) This information was obtained from a Schedule 13D filed by Tweedy, Browne
Company L.P., TBK Partners, L.P., and Vanderbilt Partners, L.P. with The
Securities and Exchange Commission on or about August 12, 1993.
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<PAGE> 7
(6) This information was obtained from a Schedule 13G filed by TCW Group, Inc.
with The Securities and Exchange Commission on or about February 6, 1994.
(7) This information was obtained from a Schedule 13G filed by Dimensional Fund
Advisors Inc. with The Securities and Exchange Commission on or about
February 9, 1994.
(8) Includes shares held under the LDI Corporation Retirement Savings Plan.
Also includes 44,362 shares of common stock issuable to Mr. Kish upon the
exercise of option to purchase common stock granted pursuant to the LDI
Corporation Employee Stock Option Plan, which options are exercisable
within 60 days of March 31, 1994.
(9) Includes shares held under the LDI Corporation Retirement Savings Plan.
Also includes 21,210 shares of common stock issuable to Mr. Skedel upon the
exercise of options to purchase common stock granted pursuant to the LDI
Corporation Employee Stock Option Plan, which options are exercisable
within 60 days of March 31, 1994.
(10) Includes 10,500 shares issuable upon the exercise of options to purchase
common stock.
(11) Does not include 2,000 shares held by Marjorie Cowen, his spouse, as to
which shares Mr. Cowen disclaims any beneficial ownership.
(12) Includes shares held under the LDI Corporation Retirement Savings Plan.
Includes 68,465 shares of common stock issuable to all other executive
officers as a group, upon the exercise of options to purchase common stock
granted pursuant to the LDI Corporation Employee Stock Plan, which options
are exercisable within 60 days of March 31, 1994.
The address of each of the persons shown in the table above who are the
beneficial owners of more than five percent of the outstanding shares of the
Company's outstanding common stock, as of March 31, 1994, is as follows: Olympus
Private Placement Fund, L.P., Metro Center, One Station Place, Stamford,
Connecticut 06902; Mr. Kendall, c/o LDI Corporation, One Cleveland Center, Suite
700, 1375 East Ninth Street, Cleveland, Ohio 44114; Mr. Kennedy, 21831 Avalon
Drive, Rocky River, Ohio 44116; Mr. Cutter, 21109 Avalon Drive, Rocky River,
Ohio 44116; and The TCW Group, Inc., 865 South Figueroa Street, Los Angeles,
California 90017; and Dimensional Fund Advisors, Inc., 1299 Ocean Avenue, 11th
Floor, Santa Monica, California 90401.
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<PAGE> 8
EXECUTIVE COMPENSATION
The following information is set forth with respect to the Company's Chief
Executive Officer and the other four most highly compensated executive officers
who served as executive officers of the Company during the year ended January
31, 1994.
I. SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------- --------------------------------------
AWARDS PAYOUTS
---------------- ----------------
OTHER ALL
ANNUAL RESTRICTED OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
SALARY BONUS SATION AWARD(S) SAR(S) PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($) (#) ($) ($)(3)
- - ---------------------------- ---- ------- ------- --------- ----------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert S. Kendall 1993 371,153 65,025 N/A N/A 17,470
Chairman of the Board and 1992 275,000 337,450
Chief Executive Officer 1991 275,000 408,425
Michael R. Kennedy 1993 371,153 65,025 N/A N/A 17,470
President and Chief 1992 275,000 337,450
Operating Officer 1991 275,000 408,425
Thomas A. Cutter 1993 371,153 65,025 N/A N/A 17,470
Vice Chairman of the Board 1992 275,000 337,450
and Senior Executive Vice 1991 275,000 408,425
President
Frank G. Skedel 1993 160,000 46,000 N/A 5,250(2) 26,250 N/A 15,072
Senior Vice President 1992 160,000 49,500
and Treasurer 1991 159,655 50,548
Jerry E. Kish 1993 140,000 43,440 N/A 31,500 N/A 15,167
Executive Vice President 1992 140,000 67,490
and Chief Financial Officer 1991 134,904 81,685
</TABLE>
- - ---------------
(1) The executive officers are reimbursed for club membership expenses and other
business perquisites in amounts that are less than the reporting thresholds
established by the Securities & Exchange Commission.
(2) Includes 5,000 shares granted on March 21, 1990, and 250 shares received as
a result of a 5% stock dividend paid on July 25, 1991. On March 21, 1994,
the Board of Directors approved an acceleration of vesting of all of the
shares. On January 31, 1994, the shares had a market value of $32,812.50.
(3) Includes amounts contributed by the Company under the LDI Corporation
Pension Plan and Trust as follows: $7,075 each on behalf of Messrs. Kendall,
and Cutter, $6,580 on behalf of Mr. Kennedy and $5,503 and $6,180 on behalf
of each of Messrs. Kish and Skedel, respectively; includes amounts
contributed by the Company under the LDI Corporation Retirement Savings Plan
as follows: $6,189 on behalf of each of Messrs. Kendall, and Cutter, $3,533
on behalf of Mr. Kennedy, and $4,947 and $4,976 on behalf of each of Messrs.
Kish and Skedel, respectively.
6
<PAGE> 9
II. AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS "IN-THE-MONEY" OPTIONS
AT JANUARY 31, 1994 (#) AT JANUARY 31, 1994 ($)
--------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Robert S. Kendall -0- 10,000 -0- -0-
Michael R. Kennedy -0- 10,000 -0- -0-
Thomas A. Cutter -0- 10,000 -0- -0-
Jerry E. Kish 44,362 22,600 -0- -0-
Frank G. Skedel 24,360 16,300 -0- -0-
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Company's objective in developing its compensation plan for its
executive officers is to reflect, to the extent most equitable, the best
interests of both the Company's shareholders and the company's executive
officers and aligning the financial interest of both.
The Chief Executive Officer, President, and Senior Executive Vice President
(Messrs. Kendall, Kennedy and Cutter, respectively) were all covered under the
same compensation plan for the year ended January 31, 1994 which was approved by
the Board of Directors in March 1993. The key components of the compensation
program are base salary of $375,000 for each of Messrs. Kendall, Kennedy and
Cutter, incentive compensation tied to the Company's pretax earnings above a $10
million pre-tax earnings threshold up to a maximum of $375,000 each and equity
participation. These components were established with the goal of providing
total compensation consistent with LDI's industry competitors. The base salary
and level of incentive compensation were determined in part by comparing the
Company to a group of companies with similar characteristics, including industry
competitors. This information was obtained as a result of an independent survey
conducted by the Actuarial, Benefits, and Compensation Consulting Group of
Deloitte and Touche.
For the year ended January 31, 1994, no compensation was paid under the
incentive component of the plan because the Company's pretax earnings did not
exceed the minimum threshold. Pursuant to the equity participation component of
the compensation plan, a grant of stock options covering 10,000 common shares
was made September 7, 1993 to each of Messrs. Kendall, Kennedy and Cutter at an
exercise price of $7.8375 per share (110% of the closing price of the stock on
that date).
In March 1994, the Compensation Committee approved a revised compensation
and severance plan for Messrs. Kendall, Kennedy and Cutter. The plan was
effective as of April 1, 1994 and provides for a reduction in compensation paid
to each officer with monthly payments to continue through May 1994 (July 1994 in
the case of Mr. Kendall) provided certain conditions on behalf of the officer
are fulfilled.
Frank Skedel, the Company's Senior Vice President and Treasurer, and Jerry
Kish, the Company's Executive Vice President and Chief Financial Officer, are
both compensated pursuant to a plan providing for a base salary of $160,000 and
$140,000, respectively, and a bonus based in part on their respective
performances and that of the Company.
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<PAGE> 10
Messrs. Skedel and Kish are subject to severance compensation agreements
entered into in March 1994. Each will be eligible to receive between $150,000
and $300,000 depending on the circumstances of the termination of their
employment with the Company. Payments will be paid as salary continuation until
the appropriate gross amount has been paid.
The Company currently has incentive programs under which stock can be
awarded to executive officers as well as to other employees. These programs are
the LDI Corporation Employee Stock Option Plan and the LDI Corporation
Restricted Stock Plan. Stock options are awarded at market price and adjusted in
the event of a stock dividend or similar distribution to shareholders. As of
March 31,1994, no previously awarded options to purchase shares of common stock
of the Company were "in the money."
In the future, the Compensation Committee intends to recommend executive
compensation programs designed to focus the efforts of managers and executive
officers on the attainment of financial goals that benefit both the Company and
its stockholders.
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Scott S. Cowen
Norton W. Rose
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<PAGE> 11
PERFORMANCE GRAPH
The following graph compares the performance of the Company's common stock
with that of the NASDAQ composite stock index and a line-of-business peer group.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG LDI CORPORATION, THE NASDAQ STOCK MARKET INDEX AND A PEER GROUP
<CAPTION>
1/89 1/90 1/91 1/92 1/93 1/94
<S> <C> <C> <C> <C> <C> <C>
LDI CORPORATION 100 114 85 124 58 62
PEER GROUP 100 87 88 81 69 106
NASDAQ STOCK MRKT-US 100 105 108 166 187 214
<FN>
(1) The comparison of total return on investment (change in year-end stock price
plus reinvested dividends) for each of the periods assumes that $100 was
invested on January 31, 1989 in each of LDI Corporation, the NASDAQ
Composite Index and the Peer Group with the investment weighted on the basis
of market capitalization. The total cumulative dollar returns shown on the
graph represents the value that such investments would have had on January
31, 1994.
(2) The line-of-business peer group consists of Comdisco, Inc., Amplicon, Inc.,
Capital Associates, Inc., Electro Rent Corp., and HPSC, Inc., each of which
companies are engaged in the equipment leasing industry as a substantial
part of its business.
</TABLE>
COMPENSATION OF DIRECTORS
Each member of the Board of Directors who is not an employee of the Company
receives an annual director's fee of $16,000. In addition, each such director
receives $1,000 for attendance at each meeting of the Board and each meeting of
a committee thereof not held in conjunction with a Board meeting, plus
reimbursement of expenses incurred in attending any such meeting. In
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<PAGE> 12
addition, in recognition of their significant contributions and time commitment
to the Company's strategic planning effort over the past several months, Messrs.
Cowen and Rose were given bonuses of $35,000 and $15,000, respectively.
AGREEMENT AND ARRANGEMENTS WITH RESPECT TO SEVERANCE COMPENSATION
The Company has entered into agreements with respect to revised
compensation and severance packages with each of Messrs. Kendall, Kennedy and
Cutter. These agreements provide for a reduction in each of the officers
compensation effective April 1, 1994 as described earlier in the "Report of the
Compensation Committee", and monthly payments of severance compensation to
continue through November 1996 for each of Messrs. Kennedy and Cutter and
through January 1997 for Mr. Kendall. Payments of severance compensation are
contingent upon the former officer fulfilling certain obligations and the
Company not being in violation of any covenants, representations or warranties
under any of its loan agreements.
The Company has entered into employment agreements with each of Messrs.
Skedel and Kish which provide for severance compensation aggregating between
$150,000 and $300,000 depending on the circumstances under which the individual
terminates his employment with the Company. The individual will also receive
medical and dental benefits so long as payments of severance compensation
continue or until the individual receives similar benefits in connection with a
new employer.
The Board of Directors approved a severance plan in connection with the
Company's recently announced reduction in the Company's work force. Employees
who were designated between March 1 and June 30, 1994 to be part of the
reduction will receive severance payments based on their tenure with the Company
and level of responsibility. The amounts of such severance payments equal four
weeks' pay for each year of service with respect to senior managers, senior
directors and other executive officers; two weeks' pay for each year of service
with respect to supervisors and managers; and one week's pay for each year of
service with respect to non-executives and non-exempt personnel. Affected
employees will also be entitled to continued medical and dental benefits.
Payments of severance will be made in lump sums, except for the senior managers
and executives who will receive their severance paid out in bi-weekly payments.
CERTAIN TRANSACTIONS
During the year ended January 31, 1994, the Company leased office,
warehouse and operations space from NCP Ltd. ("NCP"), an Ohio limited
partnership, the general partners of which are Messrs. Kendall, Kennedy, Cutter,
Jerry E. Kish, a Director until the annual meeting and Executive Vice President
through May 31,1994, and Jay J. Ross, a former Senior Vice President of the
Company. The Company made rental payments to NCP of $342,679 for the year ended
January 31, 1994, and is obligated to make rental payments under these leases of
approximately $405,000 annually through July 31, 1999. The Company paid $155,575
to NCP for the year ended January 31, 1994, for building maintenance, consulting
services and building management fees. In addition, the Company paid $227,839 to
NCP for the year ended January 31, 1994 for capitalized construction projects
performed for the Company by NCP.
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<PAGE> 13
PROPOSAL 1: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE AS INDEPENDENT
AUDITORS OF THE COMPANY
At the meeting, the Company's stockholders will be asked to ratify the
Board of Directors' selection of Deloitte & Touche as the independent auditors
of the Company and its subsidiaries for the year ending January 31, 1995.
Representatives of Deloitte & Touche are expected to be present at the meeting
and will have the opportunity to make a statement about the Company's financial
condition, if they desire to do so, and to respond to appropriate questions.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the outstanding common
stock present, in person or by proxy, and entitled to vote at the meeting is
required for the approval of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THIS
PROPOSAL.
STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal at the 1995 annual
meeting of stockholders for inclusion in the Proxy Statement and form of proxy
relating to that meeting is advised that the proposal must be received by the
Company at its principal executive offices no later than January 31, 1995. The
Company will not be required to include in its proxy statement or form of proxy
a stockholder's proposal which is received after that date or which otherwise
fails to meet requirements for stockholder proposals established by regulations
of the Securities and Exchange Commission.
OTHER MATTERS
The solicitation of proxies is being made by and on behalf of the Board of
Directors. The cost of the solicitation will be borne by the Company, including
the reasonable expenses of brokerage firms or other nominees for forwarding
proxy materials to beneficial owners. In addition to solicitation by mail,
proxies may be solicited by telephone, telegraph or personally. Proxies may be
solicited by directors, officers and employees of the Company without additional
compensation.
The persons named in the enclosed proxy, or their substitutes, will vote
the shares represented by such proxy at the meeting. The form of proxy permits
specification of a vote for the person nominated for election as director and
the withholding of authority to vote for the specified nominee. The form of
proxy also permits specification of a vote for or against, or abstention with
respect to, the proposal to ratify the selection of Deloitte & Touche as the
Company's independent auditors. If the enclosed proxy is executed and returned,
the shares represented thereby will be voted in accordance with any
specifications made by the stockholder. In the absence of any such
specification, they will be voted to elect the nominee for election as director
as set forth under "Election of Directors" above, and FOR the proposal to ratify
the selection of Deloitte & Touche as the Company's independent auditors.
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<PAGE> 14
A stockholder may revoke his proxy at any time before it is voted at the
meeting by giving written notice of revocation to the Secretary, by executing
and returning a later dated proxy or by attending the meeting and voting in
person. The mere presence of a stockholder at the meeting will not operate to
revoke their proxy.
If any other matters shall come before the meeting, the persons named in
the proxy, or their substitutes, will vote thereon in accordance with their
judgment. The Board of Directors does not know of any other matters which will
be presented for action at the meeting.
By Order of the Board of Directors.
BENJAMIN W. CANNON
Vice President and Secretary
May 31, 1994
SHAREHOLDERS MAY OBTAIN WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE YEAR ENDED JANUARY 31, 1994, AND THE DOCUMENT INCORPORATED
HEREIN BY REFERENCE BY SENDING A REQUEST TO: DIRECTOR, INVESTOR RELATIONS, LDI
CORPORATION, ONE CLEVELAND CENTER, SUITE 700, 1375 EAST NINTH STREET, CLEVELAND,
OHIO 44114.
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<PAGE> 15
LDI CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Robert S. Kendall, Frank G. Skedel
and Benjamin W. Cannon, and each of them, with full power of
substitution, as proxies for the undersigned to attend the Annual
Meeting of Stockholders of LDI Corporation, to be held at The Forum at
One Cleveland Center, 1375 East Ninth Street, Cleveland, Ohio at 10:00
a.m., Eastern daylight time, on July 13, 1994, and thereat, and at any
adjournments thereof, to vote and act with respect to all common stock
of the Company which the undersigned would be entitled to vote, with
all the power the undersigned would possess if present in person, as
follows:
1. / / WITH or / / WITHOUT authority to vote for the election of the
nominee listed below.
Norton W. Rose
(INSTRUCTION: To withhold authority to vote for the individual
nominee write the nominee's name on the line provided
below.)
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2. Proposal to ratify the selection of Deloitte & Touche the Company's
independent auditors.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, to vote upon such other business as may
properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BY
THE STOCKHOLDER. IF NO SPECIFICATIONS ARE MADE, THE PROXY WILL BE
VOTED TO ELECT THE NOMINEE NAMED IN ITEM 1 ABOVE AND FOR THE
RATIFICATION DESCRIBED IN ITEM 2 ABOVE.
Receipt of Notice of Annual Meeting of Stockholders and the
related Proxy Statement dated May 31, 1994, is hereby acknowledged.
Date: , 1994
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Signature of Stockholder
Please sign as your name or
names appear hereon. If
shares are held jointly, all
holders must sign. When
signing as attorney,
executor, administrator,
trustee or guardian please
give your full title. If a
corporation, please sign in
full corporate name by
president or other
authorized officer. If a
partnership, please sign in
partnership name by
authorized person.
