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
RESOURCE MORTGAGE CAPITAL, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
LOGO
RESOURCE MORTGAGE CAPITAL, INC.
March 13, 1995
To Our Stockholders:
You are cordially invited to attend the 1995 Annual Meeting of
Stockholders of Resource Mortgage Capital, Inc. to be held at The Omni
Richmond Hotel, 100 S. 12th Street, Richmond, Virginia on Tuesday, April
25, 1995, at 2:00 p.m. Eastern time.
The business of the meeting is to elect the Directors and approve the
appointment of KPMG Peat Marwick LLP as auditors for the Company.
Information about the nominees for election is in the proxy statement on
the following pages.
While stockholders may exercise their right to vote their shares in
person, we recognize that many stockholders may not be able to attend the
Annual Meeting. Accordingly, we have enclosed a proxy which will enable
you to vote your shares on the issues to be considered at the Annual
Meeting even if you are unable to attend. All you need to do is mark the
proxy to indicate your vote, date and sign the proxy, and return it in the
enclosed postage-paid envelope as soon as conveniently possible. If you
desire to vote in accordance with management's recommendations, you need
not mark your votes on the proxy but need only sign, date and return the
proxy in the enclosed postage-paid envelope in order to record your vote.
Sincerely,
(Signature)
Thomas H. Potts
President
<PAGE>
LOGO
RESOURCE MORTGAGE CAPITAL, INC.
2800 East Parham Road
Richmond, Virginia 23228
(804)967-5800
____________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
The Annual Meeting of Resource Mortgage Capital, Inc. will be held at
The Omni Richmond Hotel, 100 S. 12th Street, Richmond, Virginia on Tuesday,
April 25, 1995, at 2:00 p.m. Eastern time, to consider and act upon the
following matters:
1. the election of five Directors, each for a one-year term;
2. approval of the appointment of KPMG Peat Marwick LLP, independent
certified public accountants, as auditors for the Company; and
3. such other business as may properly come before the Annual
Meeting.
Only stockholders of record at the close of business on March 1, 1995,
the record date, will be entitled to vote at the Annual Meeting.
Management desires to have maximum representation at the Annual Meeting
and respectfully requests that you date, execute and promptly mail the
enclosed proxy in the accompanying postage-paid envelope. A proxy may be
revoked by a stockholder by notice in writing to the Secretary of the
Company at any time prior to its use, by presentation of a later-dated
proxy, or by attending the Annual Meeting and voting in person.
By order of the Board of Directors
(Signature)
Lynn K. Geurin
Secretary
Dated: March 13, 1995
<PAGE>
MAP
Recommended Directions from I-95:
off of I-95 on to I-195 (Exit #74A - Downtown Expressway).
Take the Canal Street exit. Proceed on Canal Street to 10th Street. Turn
right on 10th Street. Proceed on 10th Street to Cary Street. Turn Right
on Cary Street. Proceed on Cary Street to 12th Street. Turn right on 12th
Street. The Omni Richmond Hotel (100 S. 12th Street) is located on the
corner of 12th and Cary Streets. Enter the parking garage in the basement
of the hotel off 12th Street at the front entrance of the hotel.
<PAGE>
LOGO
RESOURCE MORTGAGE CAPITAL, INC.
2800 East Parham Road
Richmond, Virginia 23228
(804)967-5800
____________________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 25, 1995
To Our Stockholders:
This proxy statement is furnished with the solicitation by the Board of
Directors of Resource Mortgage Capital, Inc. (the "Company") of proxies to
be used at the Annual Meeting of Stockholders of the Company to be held at
The Omni Richmond Hotel, 100 S. 12th Street, Richmond, Virginia on
Tuesday, April 25, 1995, at 2:00 p.m. Eastern time. The Annual Meeting is
being held for the purposes set forth in the accompanying notice of Annual
Meeting of Stockholders. This proxy statement, the accompanying proxy card
and the notice of Annual Meeting are being provided to stockholders
beginning on or about March 13, 1995.
GENERAL INFORMATION
Solicitation
The enclosed proxy is solicited by the Board of Directors of the
Company. The costs of this solicitation will be borne by the Company.
Proxy solicitations will be made by mail, and also may be made by personal
interview, telephone and telegram by Directors and officers of the Company.
Brokerage houses and nominees will be requested to forward the proxy
soliciting material to the beneficial owners and to obtain authorization
for the execution of proxies. The Company will, upon request, reimburse
such parties for their reasonable expenses in forwarding proxy materials to
their beneficial owners. Additionally, the Company has engaged the firm of
MacKenzie Partners, Inc., New York, New York, to conduct proxy
solicitations on its behalf at a cost estimated to be $5,000, plus
reasonable out-of-pocket expenses.
Voting Rights
Holders of shares of the Company's common stock at the close of business
on March 1, 1995, the record date, are entitled to notice of, and to vote
at, the Annual Meeting. On that date, 20,078,013 shares of common stock
were outstanding. Each share of common stock outstanding on the record
date is entitled to one vote on each matter presented at the Annual
Meeting. The presence, in person or by proxy, of stockholders entitled to
cast a majority of all the votes entitled to be cast constitutes a quorum
for the transaction of business at the Annual Meeting.
Voting of Proxies
Shares of common stock represented by all properly executed proxies
received in time for the Annual Meeting will be voted in accordance with
the choices specified in the proxy. Unless contrary instructions are
indicated on the proxy, the shares will be voted FOR the election of the
nominees named in this proxy statement as Directors and FOR the appointment
of KPMG Peat Marwick LLP as the Company's auditors.
The management and the Board of Directors of the Company know of no
matters to be brought before the Annual Meeting other than as set forth
herein; no stockholder proposals were received by the Company on or before
November 14, 1994, the deadline for inclusion of such proposals in this
proxy statement.
Revocability of Proxy
The giving of the enclosed proxy does not preclude the right to vote in
person should the stockholder giving the proxy so desire. A proxy may be
revoked at any time prior to its exercise by delivering a written statement
to the Secretary of the Company that the proxy is revoked, by presenting to
the Company a later-dated proxy executed by the person executing the prior
proxy, or by attending the Annual Meeting and voting in person.
Annual Report
The 1994 Annual Report including financial statements for the year ended
December 31, 1994, which is being mailed to stockholders together with this
Proxy Statement, contains financial and other information about the
activities of the Company, but is not incorporated into this Proxy
Statement and is not to be considered a part of these proxy soliciting
materials.
ELECTION OF DIRECTORS
Five Directors of the Company are to be elected at the 1995 Annual
Meeting to serve until the next annual meeting and until their successors
are elected and duly qualified. Mr. J. Sidney Davenport, Mr. Richard C.
Leone, Mr. Thomas H. Potts, Mr. Paul S. Reid and Mr. Donald B. Vaden have
been nominated by the Board of Directors for election to the Board at the
Annual Meeting. Unless authorization is withheld, the persons named as
proxies will vote FOR the election of the nominees of the Board of
Directors named above. Each nominee has agreed to serve if elected. In
the event any nominee shall unexpectedly be unable to serve, the proxies
will be voted for such other person as the Board of Directors may
designate. Selected biographical information regarding each nominee is set
forth below:
J. Sidney Davenport, 53, has been a Director of the Company since its
organization in December 1987. Mr. Davenport served as Executive Vice
President of the Company from December 1987 until June 1992. He has been a
Vice President of The Ryland Group, Inc., a publicly-owned corporation
engaged in residential housing construction and mortgage-related financial
services, since March 1981. In April 1992, Mr. Davenport was elected
Executive Vice President of Ryland Mortgage Company having served in
various senior positions since March 1981. Mr. Davenport served as a
Director of Mentor Income Fund, Inc., a publicly traded closed-end mutual
fund, from June 1992 to August 1993.
Richard C. Leone, 54, has been a Director of the Company since January
1988. He currently is the President of The Twentieth Century Fund, a tax-
exempt research foundation engaged in economic, political and social policy
studies. Mr. Leone is also a Director of eight Dreyfus mutual funds.
Thomas H. Potts, 45, has been President and a Director of the Company
since its organization in December 1987. Prior to that, Mr. Potts served
in various positions on behalf of The Ryland Group, Inc. Mr. Potts served
as Treasurer of The Ryland Group, Inc. from May 1987 until April 1992,
Executive Vice President of Ryland Acceptance Corporation from November
1987 until April 1992, and Executive Vice President, and previously Senior
Vice President of Ryland Mortgage Company from April 1991 until April 1992.
Mr. Potts also served as President and Director of Mentor Income Fund, Inc.
from its inception in December 1988 until June 1992.
Paul S. Reid, 46, has been a Director of the Company since January 1988.
He is the President and Chief Executive Officer of American Home Funding,
Inc., a wholly owned mortgage-banking subsidiary of Rochester Community
Savings Bank, an FDIC insured institution. Mr. Reid is President-Elect of
the Mortgage Bankers Association of America.
Donald B. Vaden, 60, has been a Director of the Company since January
1988. He is the retired Past Chairman of Residential Home Funding
Corporation where he served from December 1992 until February 1995. From
May 1991 until December 1992, Mr. Vaden served as the Executive Vice
President of Mortgage Credit Corporation, a mortgage banking company. Mr.
Vaden served in various senior positions, including President, for Johnson
Mortgage Company prior to its purchase by Newport News Savings Bank in
October 1990.
Information Concerning the Board of Directors
The Board of Directors has an Audit Committee, which consists of Mr.
Leone, Mr. Reid and Mr. Vaden. The Audit Committee reviews and approves
the scope of the annual audit undertaken by the Company's independent
certified public accountants and meets with them on a regular basis to
review the progress and results of their work as well as any
recommendations they may make. The Audit Committee met three times in
1994. The Board of Directors also has a Compensation Committee consisting
of Mr. Davenport, Mr. Leone, Mr. Reid and Mr. Vaden. The Compensation
Committee met one time in 1994. The Company has no other standing
committees of the Board of Directors.
The Board of Directors held four regular and seven special meetings in
1994. During this period, each of the Directors attended at least 75% of
these meetings of the Board of Directors and the committees on which he
served.
The Directors who are not employed by the Company (the "Outside
Directors") receive an annual fee of $25,000 per year, plus $500 for each
meeting of the Board of Directors, or a committee thereof, they attended.
In addition, Outside Directors are reimbursed for expenses related to their
attendance at Board of Directors and committee meetings.
OWNERSHIP OF COMMON STOCK
The table below sets forth, as of January 15, 1995, the number of shares
of common stock beneficially owned by each Director of the Company and the
President and each of the other three executive officers named in the
Summary Compensation Table under "Management of the Company" and the number
of shares beneficially owned by all of the Company's Directors and officers
as a group. To the Company's knowledge, no person beneficially owns more
than 5% of the outstanding shares of common stock. Unless otherwise
indicated, all persons named as beneficial owners of common stock have sole
voting power and sole investment power with respect to the shares
beneficially owned.
Name of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Common Stock
J. Sidney Davenport 43,236 *
Richard C. Leone 1,600 (1) *
Thomas H. Potts 681,467 (2) 3.4%
Paul S. Reid 1,386 *
Donald B. Vaden 12,116 (3) *
W. Lance Anderson 3,151 *
Lynn K. Geurin 9,628 *
Mary Margaret Smithers (4) 1,517 *
All Directors and executive
officers as a group 754,101 3.8%
_______________
*Less than 1% of the outstanding shares of common stock.
(1) Includes 300 shares of common stock owned of record by such person's
children.
(2) Includes 9,274 shares of common stock owned of record by such person's
minor children and spouse.
(3) Includes 1,165 shares of common stock of record by such person's spouse.
(4) Resigned from the Company on January 26, 1995.
MANAGEMENT OF THE COMPANY
The executive officers of the Company and their positions are as follows:
Name Age Position(s) Held
Thomas H. Potts 45 Director and President
W. Lance Anderson 35 Executive Vice President
Lynn K. Geurin 38 Executive Vice President, Chief Financial
Officer, Secretary
Scott F. Hartman 35 Executive Vice President
The executive officers serve at the discretion of the Company's Board of
Directors. Biographical information regarding Mr. Potts is provided above.
Information regarding the other executive officers of the Company is set
forth below:
W. Lance Anderson has served as Executive Vice President, Mortgage
Operations, of the Company since March 1994. From October 1989 until March
1994, he served as Vice President of the Company. From January 1989 until
June 1992, Mr. Anderson served as Vice President of Ryland Acceptance
Corporation ("Ryland Acceptance").
Lynn K. Geurin has served as Executive Vice President and Chief
Financial Officer of the Company since April 1992 and Secretary since
February 1995. From December 1987 until April 1992, Ms. Geurin served as
Secretary and Treasurer of the Company. From September 1987 until June
1992, she served as Controller of Ryland Acceptance and its subsidiaries.
Ms. Geurin served as Secretary and Treasurer of Mentor Income Fund, Inc.,
from December 1988 until June 1992.
Scott F. Hartman has served as Executive Vice President, Portfolio
Management, since February 20, 1995. From April 1992 until February 1995,
Mr. Hartman served as a consultant to the Company and assisted in the
development of the Company's portfolio management system. From June 1988
until September 1991, he served as Vice President of Risk Management for
Homeplex Mortgage Investments Corporation.
Executive Compensation
The Summary Compensation Table on the following page includes individual
compensation information on the President and the three other most highly
compensated executive officers ("Named Officers") during 1994, 1993 and
1992. The first year that the Company had any employees was 1992.
<TABLE>
Summary Compensation Table
Long Term
Compensation
Name and Annual Compensation (1)(2) Awards
Principal Position Year(1) Salary ($) Bonus ($) Other($) SARs(#)(3)
<S> <C> <C> <C> <C> <C>
Thomas H. Potts 1994 $ 244,170 $ 82,215 $27,537 17,080
President and Director 1993 231,250 109,200 7,149 13,235
1992 157,789 112,500 - 55,000
W. Lance Anderson 1994 113,456 54,396 7,690 5,125
Executive Vice President 1993 92,083 69,465 3,868 2,910
1992 48,461 66,600 - 33,500
Lynn K. Geurin 1994 114,167 72,000 14,795 5,125
Executive Vice President 1993 104,167 75,653 7,552 4,250
1992 53,846 75,000 - 30,000
Mary Margaret Smithers (4) 1994 76,250 29,431 2,189 2,905
Senior Vice President 1993 67,083 32,988 2,101 1,855
1992 30,449 22,500 2,170 7,500
</TABLE>
(1) From its organization in 1987 until June 1992, the Company's business
affairs and day-to-day operations were managed by Ryland Acceptance.
Compensation to the named individuals reflects salary from the day they
became employees of the Company, which was April 1992 in the case of Mr.
Potts and June 1992 in the case of Ms. Geurin and Mr. Anderson. Before
they became employees of the Company, each of the named individuals was
employed by Ryland Acceptance in connection with its providing management
services to the Company.
(2) Does not include perquisites and other personal benefits, securities
or property where the aggregate amount of such compensation to an executive
officer is the lesser of either $50,000 or 10% of annual salary and bonus.
(3) Stock Appreciation Rights ("SARs")
(4) Resigned from the Company on January 26, 1995.
SAR Grants In Last Fiscal Year
The following table provides information related to Stock Appreciation
Rights ("SARs") granted to the Named Officers during fiscal 1994.
<TABLE>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Appreciation for SAR
Individual Grants Term (1)
Percentage of
Total SARs
Number of Granted to Exercise
SARs Employees in Price Expiration
Name Granted (2) Fiscal 1994 ($ per share) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
Thomas H. Potts 17,080 35.2% $23.625 2/2001 $151,374 $347,671
W. Lance Anderson 5,125 10.6% 23.625 2/2001 45,421 104,322
Lynn K. Geurin 5,125 10.6% 23.625 2/2001 45,421 104,322
Mary Margaret Smithers (3) 2,905 6.0% 23.625 2/2001 25,746 59,133
</TABLE>
(1) Excludes any value relative to the Dividend Equivalent Rights
("DERs") associated with the SARs, except for DERs accrued as of
December 31, 1994. However, the SARs will continue to accrue DERs over
the period until exercise or expiration. As of December 31, 1994,
there were 20.42 DERs per 1,000 SARs.
(2) The Stock Appreciation Rights which were granted under the
Company's Stock Incentive Plan, become exercisable in annual 20%
increments from the date of grant.
(3) These SARs were forfeited by Ms. Smithers on her resignation date
of January 26, 1995.
Aggregated SAR Exercises In Last Fiscal Year
And Year-End SAR Value Table
The table below presents the total number of SARs held by the Named
Officers at December 31, 1994, distinguishing between SARs that are
exercisable as of December 31, 1994, and those that had not become
exercisable on that date, and including the aggregate amount by which the
market value of the SARs (including related DERs) exceeds the exercise
price.
<TABLE>
Value of Unexercised
Number of Unexercised in-the-money
SARs Exercised in 1994 SARs at 12-31-94 SARs at 12-31-94(2)
Number Value
of SARs Realized (1) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Thomas H. Potts - - 24,647 60,668 $57,672 $94,625
W. Lance Anderson 4,000 $110,194 3,282 23,553 384 28,398
Lynn K. Geurin - - 14,850 24,525 19,863 16,237
Mary Margaret Smithers 1,500 27,741 371 8,889 245 1,617
</TABLE>
(1) Amounts indicated were paid in cash. No shares of the Company's
common stock were issued upon exercise.
(2) Based on the closing price ($10.75) on the New York Stock Exchange
of the Company's common stock on that date.
Employment Agreement
Mr. Potts entered into an Employment Agreement with the Company,
effective as of September 30, 1994 (the "Employment Agreement"). The
Employment Agreement has a term of seven years.
Pursuant to his Employment Agreement, Mr. Potts agreed to devote his
full business time and efforts to the business of the Company. Mr. Potts
receives a base salary of $250,000 per annum; such base salary is subject
to normal periodic review at least annually by the Compensation Committee
based on the salary policies of the Company and Mr. Potts' contributions to
the Company. Mr. Potts is also entitled to receive incentive compensation
as approved by the Compensation Committee.
The Employment Agreement will terminate in the event of Mr. Potts'
death or total disability, may be terminated by the Company with "cause"
(as defined therein) or for any reason other than cause, and may be
terminated by the resignation of Mr. Potts. If the Employment Agreement is
terminated by the Company for any reason other than cause, total disability
or death, then the Company shall pay to Mr. Potts his salary and benefits
through the expiration date. The Employment Agreement contains certain
covenants, among other things, by Mr. Potts requiring him to maintain the
confidentiality of information relating to the Company and restricting his
ability to compete with the Company.
The Company has no other employment agreements with its executive
officers.
Compensation Committee Report
The Compensation Committee of the Company's Board of Directors, which
is comprised exclusively of outside directors, administers the Company's
executive compensation program. All issues pertaining to executive
compensation are reviewed and approved by the Compensation Committee.
The Compensation Committee believes that executive compensation should
reward long-term value created for shareholders and reflect the business
strategies and long-range plans of the Company. The guiding principles in
regards to compensation are (i) to attract and retain key high caliber
executives; (ii) to provide levels of compensation competitive with those
offered by the Company's competitors; (iii) to motivate executives to
enhance long-term stockholder value by linking stock performance (on a
total return basis) with long-term incentive compensation; and (iv) to
design a long-term compensation program that leads to management retention.
Executive officer compensation is based on three principal components:
base salary, annual bonus, and Stock Appreciation Rights ("SARs") granted
under the Company's Stock Incentive Plan. The base salaries of executive
officers, including Mr. Potts, are determined annually by the Compensation
Committee. Base salary is intended to be set at a level competitive with
the amounts paid to the management of companies with similar business
structure, size and marketplace orientation, with additional emphasis on
professional experience.
During 1994, the Compensation Committee reviewed the executive
compensation of seven public mortgage-related companies. Based on this
information, the Compensation Committee concluded that the base salary and
annual bonus compensation for the executive officers of the Company were at
a reasonable level, although at the low end relative to the executive
compensation levels of the other companies reviewed. This information was
one of the factors considered in establishing the 1994 compensation levels
for executive officers.
In accordance with the Company's philosophy that the compensation
package of the executive officers be directly and materially linked to
operating performance and the total return of the Company's stock, the
bonus component of annual compensation is directly tied to the achievement
of pre-established target earnings goals established by the Compensation
Committee. In addition, the payment of a portion of the annual bonus for
each executive officer, except Mr. Potts, depends upon the attainment of
planned objectives established at the beginning of the year specifically
for that executive. Whether or not an executive officer earns a bonus in
any year is determined based upon the achievement of these earnings goals
and specific objectives. Partial bonuses may be awarded for partial
completion of planned objectives and the achievement of earnings above a
minimum level but lower than the target. For executive officers, the
percentage of base salary payable as bonus ranges from 50% to 100%. Mr.
Potts' maximum potential bonus, which is based solely on earnings per share
targets pre-established by the Compensation Committee, is 50% of base
salary, as his compensation is heavily weighted toward attainment of long-
term value through the Stock Incentive Plan awards. Each year the
President establishes bonus programs for all executive officers (other than
himself) in the first quarter. The Compensation Committee reviews and
approves the plans at their annual Compensation Committee meeting. In
1994, partial bonuses were paid in respect of achievement of earnings goals
above the minimum level but below the target and for full or partial
attainment of planned objectives.
The Company also uses SARs and related DERs to align the long-range
interest of its executive officers with the interests of shareholders. The
amount of SARs that are granted to executive officers is determined by the
Compensation Committee taking into consideration the officer's position
with the Company, overall individual performance, and an estimate of the
long-term value of the SARs in light of the officer's current base salary.
The Committee applies its collective judgment to determine the grants
appropriate under the Stock Incentive Plan, with emphasis placed on the
anticipated long-term value of the award considering current base salary.
As noted above, a larger percentage of Mr. Potts' overall compensation
package is comprised of grants of SARs and related DERs reflecting the
Compensation Committee's view that compensation for the president should
depend heavily on the long-term total return performance of the stock.
The Company has not adopted a policy with respect to qualifying
compensation paid to its executive officers for deductibility under Section
162(m) of the Internal Revenue Code since no executive officer currently
receives, or has previously received taxable compensation in excess of $1
million per year.
Donald B. Vaden, Chairman
J. Sidney Davenport
Richard C. Leone
Paul S. Reid
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee during 1994 were J. Sidney
Davenport, Richard C. Leone, Paul S. Reid, and Donald B. Vaden. Mr. Reid
serves as an executive officer of American Home Funding, Inc. ("AHF").
During 1994, the Company acquired mortgage loans from AHF for an aggregate
purchase price of $10.3 million. The mortgage loans were purchased through
the Company's mortgage operations at prices available at the time of
purchase to all correspondent customers. The Company may continue to
purchase mortgage loans from AHF.
Mr. Davenport serves as an officer of The Ryland Group, Inc. Through
May 1994, certain subsidiaries of The Ryland Group, Inc. (collectively
"Ryland") performed certain services in connection with the issuance of
mortgage securities issued by or on behalf of the Company. For such
activities, the Company paid Ryland fees that the Company believed were
comparable to those that the Company would have paid to unrelated entities.
Various expenses were incurred in connection with the issuance of mortgage
securities, including legal and accounting fees, printing expenses,
expenses of registration or qualification under the state and federal
securities laws and other related costs. These expenses were generally
included in the issuance fees the Company paid to Ryland. The Company,
through its subsidiaries and affiliates, paid to Ryland issuance fees
during 1994 aggregating approximately $1.6 million. The Company began
issuing securities on its own behalf in June 1994, and thus, no longer uses
Ryland to perform this function.
The mortgage loans owned by the Company are serviced by various
servicers who oversee payment for the mortgage loans and act to protect the
rights of the Company as the purchaser of the mortgage loans. The Company
has contracted with Ryland to perform various servicing and master
servicing functions for certain of such mortgage loans that are owned by
the Company. At December 31, 1994, mortgage loans with an outstanding
principal balance of $508 million were serviced or master-serviced for the
Company by Ryland under various servicing or master servicing agreements.
In 1994, the Company paid Ryland approximately $0.5 million for its
services as master servicer and servicer. During the fourth quarter of
1994, Ryland announced it may sell its subsidiary that performs the master
servicing functions, and, therefore, the Company expects this service will
no longer be provided by Ryland by the end of 1995.
The Company also purchased mortgage loans from Ryland for an aggregate
purchase price of approximately $471.9 million in 1994. The mortgage loans
were purchased at prices available at the time of purchase to all
correspondent customers. The Company may continue to purchase mortgage
loans from Ryland.
Total Return Comparison
The following graph demonstrates a five year comparison of cumulative
total returns for Resource Mortgage Capital, Inc. ("RMR"), the Standard &
Poor's 500 ("S&P 500"), and the Value Line, Inc. Financial Services
Industry Index (the "Peer Group").
Comparative Five-Year Total Returns *
RMR, S&P 500, Peer Group
(Performance Results through 12/31/94)
(Performance Graph)
1989 1990 1991 1992 1993 1994
RMR $ 100.00 $ 192.88 $ 456.05 $ 1012.76 $ 1590.53 $ 674.52
S&P 500 $ 100.00 $ 96.83 $ 126.41 $ 136.25 $ 150.00 $ 151.97
Peer Group $ 100.00 $ 83.33 $ 134.40 $ 153.46 $ 177.01 $ 172.91
Assumes $100 invested at the close of trading on the last trading day
preceding the first day of the fifth preceding fiscal year in RMR common
stock, S&P 500, and Peer Group.
* Cumulative total return assumes reinvestment of dividends.
Source: Value Line, Inc.
Factual material is obtained from sources believed to be reliable, but the
publisher is not responsible for any errors or omissions contained herein.
APPOINTMENT OF AUDITORS
The Board of Directors has appointed KPMG Peat Marwick LLP ("Peat
Marwick"), independent certified public accountants, to examine the
financial statements of the Company for the year ending December 31, 1995.
Stockholders will be asked to approve this appointment at the Annual
Meeting. Peat Marwick has been the Company's independent accountants since
the Company was formed in December 1987. A representative of Peat Marwick
is expected to be present at the Annual Meeting and will be provided with
an opportunity to make a statement and to respond to appropriate questions
from stockholders.
VOTES REQUIRED TO ADOPT RESOLUTIONS
The election of Directors requires a plurality of votes cast at the
meeting. The ratification of the appointment of Peat Marwick as the
independent certified public accountants requires the affirmative vote of a
majority of the votes cast at the meeting.
The following principles of Virginia law apply to the voting of shares
of common stock at the meeting. The presence in person or by proxy of
stockholders entitled to vote a majority of the outstanding shares of
common stock will constitute a quorum. Shares represented by proxy or in
person at the meeting, including shares represented by proxies that reflect
abstentions, will be counted as present in the determination of a quorum.
An abstention as to any particular matter, however, does not constitute a
vote "for" or "against" such matter. "Broker non-votes" (i.e., where a
broker or nominee submits a proxy specifically indicating the lack of
discretionary authority to vote on a matter) will be treated in the same
manner as abstentions.
OTHER MATTERS
The management and the Board of Directors of the Company know of no
other matters to come before the Annual Meeting other than those stated in
the notice of the meeting. However, if any other matters are properly
presented to the stockholders for action, it is the intention of the proxy
holders named in the enclosed proxy to vote in their discretion on all
matters on which the shares represented by such proxy are entitled to vote.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder may desire to present to the 1996
Annual Meeting of Stockholders must be received in writing by the Secretary
of the Company prior to November 1, 1995.
By the order of the Board of Directors
(Signature)
Thomas H. Potts
President
March 13, 1995
***********************************APPENDIX A***********************************
PROXY RESOURCE MORTGAGE CAPITAL, INC.
2800 East Parham Road
Richmond, Virginia 23228
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Thomas H. Potts and Lynn K. Geurin
as proxies, each with the power to appoint his substitute, and hereby authorizes
each of them to represent and to vote, as designated below, all the shares of
common stock of Resource Mortgage Capital, Inc. held of record by the
undersigned on March 1, 1995, at the Annual Meeting of Shareholders to be held
on April 25, 1995, or any adjournment thereof.
The Board of Directors recommends a vote FOR Proposals 1 and 2.
1. ELECTION OF DIRECTORS
( ) FOR all nominees listed below ( ) WITHHOLD AUTHORITY
(except as marked to the To vote for all nominees
contrary below) listed below
J. Sidney Davenport, Richard C. Leone, Thomas H. Potts, Paul S. Reid, Donald B.
Vaden
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
______________________________________________________________________________
2. PROPOSAL TO APPROVE THE APPOINTMENT OF KPMG PEAT MARWICK LLP as the
independent public accountants of the Corporation.
( ) FOR ( ) AGAINST ( ) ABSTAIN
Please sign reverse side and return promptly.
In their discretion, the proxies are authorized to vote upon 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 SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR EACH OF THE NOMINEES LISTED UNDER PROPOSAL 1 AND FOR PROPOSAL 2.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, guardian or agent, please give full title as such. If a corporation,
please sign in full corporate name by president or other authorized officer. If
a partnership, please sign in partnership name by authorized person.
Date: _________________________________, 1995
___________________________________________
Signature
___________________________________________
Signature, if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
