SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. _____)
Check the appropriate box:
[ ] Preliminary Information Statement
[x] Definitive Information Statement
[ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14c-5(d)(2))
......................CLARK MELVIN SECURITIES CORPORATION.......................
(Name of Registrant as Specified In Its Charter)
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[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14c-5(g).
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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):
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[ ] Fee paid with preliminary materials.
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Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
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1) Amount Previously Paid:
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CLARK MELVIN SECURITIES CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 28, 1996
To the Stockholders of Clark Melvin Securities Corporation:
The Annual Meeting of Stockholders of Clark Melvin Securities
Corporation, a Delaware corporation, will be held at the offices of the Company,
Banco Popular Center, 14th Floor, Hato Rey, Puerto Rico 00918, on May 28, 1996
at 10:00 a.m., local time, for the following purposes:
1. To elect a Board of Directors.
2. To ratify the selection of Grant Thornton as the Company's
independent public accountants.
3. To act upon any other matter which may properly come before
the meeting or any adjournment thereof.
March 29, 1996 has been fixed by the Board of Directors as the
date for determining stockholders of record entitled to notice of and to vote
at the Annual Meeting.
Your attention is directed to the attached Information Statement and
to the enclosed Annual Report of the Company for the fiscal year ended December
31, 1995. A list of the stockholders entitled to vote at the Annual Meeting will
be kept at the offices of the Company for a period of ten days prior to the
Annual Meeting.
By Order of the Board of Directors.
Irene M. Harr,
Assistant Secretary
April 30, 1996
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INFORMATION STATEMENT
CLARK MELVIN SECURITIES CORPORATION
170 Jennifer Road
Suite 300
Annapolis, Maryland 21401
ANNUAL MEETING OF STOCKHOLDERS
May 28, 1996
This Information Statement is furnished by Clark Melvin Securities
Corporation (the "Corporation") in connection with the Annual Meeting of
Stockholders to be held at 10:00 a.m. local time, on May 28, 1996, at the
offices of the Company, Banco Popular Center, 14th Floor, Hato Rey, Puerto Rico
00918. This Information Statement is being sent to stockholders on or about
April 30, 1996.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
VOTING MATTERS
On March 31, 1996, the Company had outstanding 18,523,096 shares of
Common Stock, $.01 par value per share. Each share of Common Stock entitles the
holder thereof to one vote on each matter to be voted upon at the Annual
Meeting. Neither the Company's Certificate of Incorporation nor its Bylaws
provides for cumulative voting rights.
The close of business on March 29, 1996 has been fixed by the Board
of Directors as the record date for determining the stockholders of the Company
entitled to notice of and to vote at the Annual Meeting.
Under Delaware law and the Company's Certificate of Incorporation and
Bylaws, directors are elected by a plurality of votes. Unless otherwise required
by law, all other matters are determined by a majority of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote.
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ELECTION OF DIRECTORS
A Board of five directors is to be elected at the Annual Meeting,
each director to hold office until the next annual meeting of stockholders and
until the election and qualification of a successor. Certain information
regarding the nominees is set forth below.
AURELIO EMANUELLI, 56, has served as a director of the Company since
September 1990. He has been a partner in the law firm of Fiddler, Gonzalez and
Rodriquez, specializing in real estate law, since 1974. Mr. Emanuelli was the
founder of the Puerto Rico Association of Notaries and Real Estate
Practitioners, and is a graduate of the Wharton School and University of Puerto
Rico School of Law.
JAMES FINN, 51, has served as a director of the Company since
September 1990. He has been Vice President of Marketing of Plaza Provision
Company since 1975.
GUILLERMO L. MARTINEZ, 57, has served as a director of the Company
since September 1990. He is the founder and has served as Chairman of the
Board of General Computer Corporation, a computer data base services company,
since 1970. He also serves as Chairman of the Board of Casa Cavanagh and
President and Chairman of the Board of G. C. Group, Inc.
CESAR A. MONTILLA, JR., 54, has served as Chairman of the Board,
President and Chief Executive Officer of the Company since September 1990. He
served as managing director of Kidder Peabody Co., Incorporated, supervising
Miami, the Caribbean and South America, from April 1981 to October 1989. Mr.
Montilla was the managing director of Merrill Lynch Capital Markets from October
1989 to May 1990. He served as Chairman of the Board of Securities Corporation
of Puerto Rico, the Commonwealth of Puerto Rico's only native investment banking
corporation, from 1973 to 1980. During 1994, Mr. Montilla failed to file a
report required by Section 16(a) of the Securities Exchange Act of 1934, as
amended, with respect to the grant of an option for the Company's Common Stock.
PEDRO R. VAZQUEZ, 62, has served as a director of the Company since
September 1990. He has been President of "El Mondo", a Puerto Rican newspaper,
since April 1990. Mr. Vazquez is the former Secretary of State of Puerto Rico,
former President of the Economic and Financial Council of the Governor of Puerto
Rico, and former Chairman of the Board of Directors of the Government
Development Bank of Puerto Rico. He has also served as Vice Mayor of the
Municipality of San Juan, Puerto Rico and is Executive Director of the Puerto
Rico Electric Power Authority.
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Committees of the Board - Board Meetings
The Board of Directors has an Audit Committee consisting of
Messrs. Finn and Martinez. The Board of Directors does not currently have a
nominating or compensation committee.
The Audit Committee is primarily concerned with the effectiveness of
the audits of the Company by the Company's independent certified public
accountants. Its duties include: recommending the selection of independent
accountants; reviewing the scope of audits conducted by them, as well as the
results of their audits; and reviewing the organization and scope of the
Company's internal system of accounting and financial controls. The Audit
Committee met twice during fiscal 1995.
The Board of Directors met three times during fiscal 1995. No
director except Pedro Vazquez attended fewer than 75% of the total number of
meetings of the Board and of the Committee of which he was a member during 1995.
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SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the ownership of
Common Stock of the Company as of March 29, 1996 by (i) all stockholders known
by the Company to beneficially own more than 5% of the Common Stock, (ii) each
of the directors and nominees for director and (iii) all executive officers and
directors as a group.
Amount and
Directors and nature of beneficial Percent
Nominees for Director: ownership(1) of class
Aurelio Emanuelli 289,997 1.6
James Finn 217,483 1.2
Guillermo L. Martinez 434,996 2.3
Cesar A. Montilla, Jr. 3,462,387(2)(3) 17.1
Pedro R. Vazquez -- *
All directors and executive
officers as a group (5 persons) 4,404,863(3) 23.8
Principal Stockholders:
Lawrence T. Lewis, III 2,655,291(4) 14.3
Hector Gonzalez(5) 2,899,775 15.7
El Pentagono(6) 1,449,887 7.8
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* Less than one percent.
(1) Except as otherwise noted, all shares indicated are held with sole
investment and voting power.
(2) The address of Mr. Montilla is Banco Popular Center, 14th Floor, Hato
Rey, Puerto Rico 00918.
(3) Includes an option to purchase 1,752,500 shares of Common Stock at an
exercise price of $.05 per share granted to Mr. Montilla in May 1994.
The option is currently exercisable and expires on May 29, 1999
(4) Includes 54,865 shares of Common Stock held by Mr. Lewis as custodian for
a minor daughter. The address of Mr. Lewis is 4 Par Court, Grasonville,
Maryland 21638.
(5) The address of Mr. Gonzalez is G.P.O. Box 4744, San Juan, Puerto Rico.
(6) The address of El Pentagono is Atalayo D-11, La Arboleda, Guaynabo,
Puerto Rico.
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table
The following table sets forth certain summary information
concerning compensation paid or accrued by the Company to or on behalf of the
chief executive officer and each executive officer whose total annual salary and
bonus exceeded $100,000, with respect to 1995, 1994 and 1993.
Name and
Principal
Position Year Salary(1)($) Bonus($)
Cesar A. 1995 $ 86,993 $ --
Montilla,
Chairman of 1994 $135,000 $ --
the Board,
President and 1993 $ 86,617 $1,375(2)
Chief Executive
Officer
Lawrence T. 1995 $178,794 $ --
Lewis, III,
Chairman of 1994 $119,300 --
the Executive
Committee 1993 $169,093 $1,125(3)
(1) Mr. Montilla's salary includes commissions paid to Mr. Montilla as
an investment representative of $56,993 for 1995, $105,000 for 1994
and $36,617 for 1993. All of Mr. Lewis' salary for each of 1995, 1994
and 1993 consists of commissions paid to Mr. Lewis as an
investment representative.
(2) Represents the fair market value of 275,000 shares of Common Stock awarded
to Mr. Montilla.
(3) Represents the fair market value of 225,000 shares of Common Stock awarded
to Mr. Lewis. Mr. Lewis resigned as Chairman of the Executive Committee on
November 11, 1995.
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APPROVAL OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the firm of Grant Thornton to
serve as independent public accountants for 1996. The Company does not expect
that a representative of Grant Thornton will be present at the Annual Meeting.
OTHER MATTERS
As of the date of this Information Statement, the Board of
Directors of the Company knows of no other business which will be
presented for consideration at the Annual Meeting.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON RECEIVING THIS
INFORMATION STATEMENT, UPON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR 1995. WRITTEN REQUESTS FOR A COPY OF SUCH ANNUAL REPORT SHOULD BE
DIRECTED TO IRENE M. HARR, CLARK MELVIN SECURITIES CORPORATION, 170 JENNIFER
ROAD, SUITE 300, ANNAPOLIS, MARYLAND 21401.
By Order of the Board of Directors.
Irene M. Harr,
Assistant Secretary
April 30, 1996
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