AUTOMOBILE PROTECTION CORPORATION - APCO
15 DUNWOODY PARK DRIVE, SUITE 100
ATLANTA, GEORGIA 30338
Notice of Annual Meeting of Shareholders
To Be Held on July 2, 1996
To the Shareholders of Automobile
Protection Corporation - APCO
Notice is hereby given that the Annual Meeting of Shareholders of
Automobile Protection Corporation - APCO (the "Company") will be held on
Tuesday, July 2, 1996, at 9:00 a.m. Eastern Standard Time, at the offices of the
Company, which are located at 15 Dunwoody Park Drive, Suite 100, Atlanta,
Georgia 30338 for the following purposes:
1. To elect four (4) directors to hold office until the 1996
Annual Meeting of the Shareholders and their respective successors
have been duly elected and qualified; and
2. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on May 28, 1996
are entitled to notice of and to vote at the Annual Meeting of Shareholders or
any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Martin J. Blank
-------------------
Martin J. Blank,
Secretary
May 29, 1996
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN,
DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO
EXERCISE, AND IF YOU ARE PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE
YOUR PROXY AT THAT TIME AND EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
<PAGE>
AUTOMOBILE PROTECTION CORPORATION - APCO
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held on July 2, 1996
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Automobile Protection Corporation - APCO
(the "Company") for use at the Annual Meeting of Shareholders to be held on July
2, 1996, including any adjournment or adjournments thereof, for the purposes set
forth in the accompanying Notice of Meeting. The Annual Meeting of Shareholders
will be held at 9:00 a.m. Eastern Standard Time, at the offices of the Company,
which are located at 15 Dunwoody Park Drive, Suite 100, Atlanta, Georgia 30338.
Management intends to mail this proxy statement and the accompanying
form of proxy to shareholders on or about May 31, 1996.
Proxies in the accompanying form, duly executed and returned to the
management of the Company and not revoked, will be voted at the meeting. Any
proxy given pursuant to such solicitation may be revoked by the shareholder at
any time prior to the voting of the proxy by a subsequently dated proxy, by
written notification to the Secretary of the Company, or by personally
withdrawing the proxy at the meeting and voting in person.
The address of the principal executive office of the Company is:
15 Dunwoody Park Drive, Suite 100
Atlanta, Georgia 30338
Telephone Numbers: (770) 394-7070
Proxies which are executed but which do not contain any specific
instructions will be voted for all the directors specified herein and at the
discretion of the persons appointed as proxies on any other matter that may
properly come before the Annual Meeting or any adjournment or adjournments
thereof.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Only shareholders of record at the close of business on May 28, 1996
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting.
As of the Record Date, the Company had 9,963,313 shares of Common Stock, par
value $.001 per share ("Common Stock"), and 300 shares of Class C Preferred
Stock outstanding and entitled to vote at the Annual Meeting. The holders of the
Common Stock on the Record Date are entitled to one vote for each share of
Common Stock. The holders of the Class C Preferred Stock are entitled only to
vote in the election of directors and are entitled to elect the smallest number
of directors that will constitute a majority of the Board of Directors through
1998.
The presence at the Annual Meeting, either in person or by proxy, of a
majority of the holders of shares of Common Stock outstanding, is necessary to
constitute a quorum for the transaction of all business before the Annual
Meeting, except as to the election of directors, where it is also necessary that
a majority of the holders of the Class C Preferred Stock outstanding are also
present for a quorum to exist.
Shares of record held by a broker or nominee that are not voted on any
matter are treated as shares as to which voting power has been withheld by the
beneficial owners and, therefore, as shares not
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<PAGE>
entitled to vote on the proposal and will not be included in determining the
existence of a quorum. If a quorum is present at the Annual Meeting, directors
will be elected by a plurality of the votes of the Common Stock and Class C
Preferred Stock cast at the Annual Meeting with respect to the election of
directors, subject to the right of the Class C Preferred Stock to elect the
smallest number of directors that will constitute a majority of the Board of
Directors. Plurality means that the nominees who receive the largest number of
votes cast are elected as directors up to the maximum number of directors to be
elected. Consequently, any shares not voted "FOR" a particular director (whether
as a result of a direction to withhold authority or a broker non-vote) will not
be counted for purposes of determining a plurality.
The following table sets forth certain information regarding the
Company's common stock and Class C Redeemable Preferred Stock owned on May 28,
1996 (i) by each person who is known by the Company to own beneficially 5% or
more of the Company's outstanding common stock and Class C Redeemable Preferred
Stock; (ii) by each of the Company's directors and officers; and (iii) by all
directors and officers as a group.
<TABLE>
<CAPTION>
Number of
Shares of
Number of Class C
Shares of Percent of Redeemable
Common Ownership Preferred
Stock of Common Stock
Name and address Beneficially Stock Beneficially
of Beneficial Owner Owned Outstanding Owned
- ----------------------------------------------------------------------------------------------------
- --------------------------
<S> <C> <C> <C>
Martin J. Blank 995,168 (1) 9.9% 150
15 Dunwoody Park Dr.
Atlanta, GA 30338
Larry I. Dorfman 1,014,168 (2) 10.0% 150
15 Dunwoody Park Dr.
Atlanta, GA 30338
Anthony R. Levinson
15 Dunwoody Park Dr.
Atlanta, GA 30338 49,000 (3) * -
Howard C. Miller 135,202 (4) 1.3% -
15 Dunwoody Park Dr.
Atlanta, GA 30338
Mechlin D. Moore 23,957 (5) * -
15 Dunwoody Park Dr.
Atlanta, GA 30338
J. Morton Davis 511,560 (6) 5.1% -
44 Wall Street
New York, NY 10005
Directors and officers as 2,217,495 (7) 21.2% 300
a group (5 persons)
* Less than 1%
</TABLE>
2
<PAGE>
(1) Includes options to purchase 138,000 shares of the Company's common stock,
which are currently exercisable. Excludes options to purchase 50,000 shares
which are not currently exercisable and Class C Redeemable Preferred Stock. The
Class C Redeemable Preferred Stock gives the holders the right to elect the
majority of the Company's Board of Directors until September 11, 1998.
(2) Includes options to purchase 158,000 shares of the Company's common stock,
which are currently exercisable. Excludes options to purchase 70,000 shares
which are not currently exercisable and Class C Redeemable Preferred Stock. The
Class C Redeemable Preferred Stock gives the holders the right to elect the
majority of the Company's Board of Directors until September 11, 1998.
(3) Includes options to purchase 49,000 shares of the Company's common stock,
which are currently exercisable. Excludes options to purchase 55,000 shares
which are not currently exercisable.
(4) Includes options to purchase 134,202 shares of the Company's common stock,
all of which are currently exercisable.
(5) Includes options to purchase 22,957 shares of the Company's common stock,
all of which are currently exercisable.
(6) Includes securities owned by Mr. J. Morton Davis, D.H. Blair Holdings, Inc.
and D.H. Blair Investment Banking Corp., reported as of December 31, 1995.
(7) Includes 1,715,336 issued shares, 502,159 currently exercisable options to
purchase shares of the Company's common stock, but excludes 175,000 options
which are not currently exercisable.
ELECTION OF DIRECTORS
Four directors, constituting the entire Board of Directors, are to be
elected at the meeting. Of these four persons, the holders of the Class C
Preferred Stock have the right to elect three directors. The holders of the
Class C Preferred Stock have indicated to the Company that they intend to vote
their shares to elect Messrs. Blank, Dorfman and Miller. The proxies granted by
the holders of the Common Stock will be voted individually at the Annual Meeting
for the election of persons listed below as directors of the Company. Each of
the persons named below indicated to the Board of Directors of the Company that
he will be available as a candidate, but if the situation should arise that any
person is not available to be elected, the proxy may be voted for the election
of such other person as shall be designated by the Board of Directors. Each
person elected to be a director shall serve until the next Annual Meeting and
until their successors are duly elected and qualified.
<TABLE>
<CAPTION>
Director
Name Age Since Position
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Martin J. Blank 49 1984 Chairman of the Board, Chief Operating
Officer, Secretary and Director
Larry I. Dorfman 40 1984 President, Chief Executive Officer and
Director
Howard C. Miller 69 1989 Director
Mechlin D. Moore 65 1991 Director
</TABLE>
MARTIN J. BLANK, a co-founder of the Company, has served as Secretary and
Director since its incorporation in September 1984 and as the Chairman of the
Board and Chief Operating Officer since April 1988. Mr. Blank is an attorney
admitted to the bar in the States of Georgia and California. Mr. Blank's
experience prior to co-founding the Company includes the practice of law and
representation and financial management for professional athletes.
3
<PAGE>
LARRY I. DORFMAN, a co-founder of the Company, has served as President and
Director since its incorporation in September 1984 and as Chief Executive
Officer since April 1988. Prior to co-founding the Company, Mr. Dorfman was Vice
President-Sales for Paymaster Checkwriter Company, Inc. in Atlanta with
responsibility for the direction and supervision of its sales force.
HOWARD C. MILLER has served as Director of the Company since January 1989. Mr.
Miller currently serves on the audit committee of the United States Olympic
Committee and as a Director of Stone Container Corporation. Mr. Miller's past
experience includes President and CEO of Avis, Inc., Vice President of ITT,
President and CEO of Canteen Corporation.
MECHLIN D. MOORE has served as Director of the Company since June 1991. Mr.
Moore is an independent consultant in insurance communication and marketing. Mr.
Moore's past experience includes President of the Insurance Information
Institute and Senior Vice President of United Air Lines, Inc.
Directors are elected by the stockholders at each annual meeting (or in
the case of a vacancy, are appointed by the directors then in office) to serve
until the next annual meeting or until their successors are elected and
qualified. Officers serve at the discretion of the Board of Directors.
During the period September 1, 1994 through December 31, 1995, the
Board of Directors held four meetings and took action by unanimously consenting
on one occasion. All the directors standing for reelection attended all of the
meetings. The audit committee is comprised of Martin J. Blank and Howard C.
Miller. The Compensation Committee is comprised of Larry I. Dorfman, Howard C.
Miller and Mechlin D. Moore.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own more
than ten percent of a registered class of the Company's equity securities
("ten-percent stockholders") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC") and with the
National Association of Securities Dealers, Inc. ("NASD"). Officers, directors
and ten-percent stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
the Company believes that since August 31, 1994, all its officers, directors and
ten-percent stockholders complied with the Section 16(a) reporting requirements.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation of the Company's Chief Executive
Officer and Chief Operating Officer for the periods indicated.
Long-term
Compensation
Name and principal Options-
position Period Salary (1) No. shares (2)
- -------------------------------------------------------------------------------
Larry I. Dorfman 12 months ended
President and Chief 12/31/95 $249,636
Executive Officer 4 months ended
12/31/94 $ 40,288
12 months ended
8/31/94 $124,723 200,000
12 months ended
8/31/93 $ 85,638
Martin J. Blank 12 months ended
Chairman and Chief 12/31/95 $249,636
Operating Officer 4 months ended
12/31/94 $ 40,288
12 months ended
8/31/94 $124,723 200,000
12 months ended
8/31/93 $ 85,638
- ------------
(1) Represents base salary and compensation based upon the number of vehicle
service contracts processed each month. See Report on Executive Compensation,
Employment Arrangements (Chief Executive Officer and Chief Operating Officer).
(2) On September 10, 1993, the Company's Board of Directors granted each
executive 100,000 non-qualified stock options to purchase 100,000 shares of the
Company's common stock at $1.93 per share, which is 110% of the market value of
one share of the Company's common stock on the date of grant. On June 28, 1994,
the Company's Board of Directors granted each executive 100,000 non-qualified
stock options to purchase 100,000 shares of the Company's common stock at $2.54
per share, which is 110% of the market value of one share of the Company's
common stock on the date of grant. See Insider Participation in Compensation
Matters.
5
<PAGE>
Option Grants during past year and transition period
The following table sets forth certain information with respect to stock options
granted to executive officers during 1995 by the Company's Board of Directors.
No grants were made during the transition period of September 1, 1994 to
December 31, 1994. No stock appreciation rights have been granted.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
% of Annual Rates of
Total Options Stock Price
Granted to Appreciation for
Options Employees in Exercise Expiration Option Term
Name Granted Fiscal Year Price Date 5% 10%
- ---- ------- ----------- ----- ---- --- ---
<S> <C> <C> <C> <C> <C> <C>
Anthony R. Levinson 10,000} 16% $2.09 5/5/99 $4,600 $ 9,600 (1)
10,000} $2.09 5/5/00 $5,800 $12,700 (2)
- -----------
</TABLE>
(1) The assumed annual rates of appreciation of five and ten percent would
result in the price of the Company's common stock increasing to $2.55 and $3.05,
respectively, from the price on the date of grant which was $2.09.
(2) The assumed annual rates of appreciation of five and ten percent would
result in the price of the Company's common stock increasing to $2.67 and $3.36,
respectively, from the price on the date of grant which was $2.09.
<TABLE>
<CAPTION>
OPTION EXERCISES DURING PAST YEAR AND TRANSITION PERIOD AND YEAR-END OPTION VALUES
Value of
Number of Unexercised
Unexercised In-the Money
Options at Options at
December 31, December 31,
1995 1995
Acquired Value Exercisable/ Exercisable/
Exercise Realized Unexercisable Unexercisable
(#) ($) (#) ($)
<S> <C> <C> <C> <C>
Larry I. Dorfman 150,000 $211,500 138,000/50,000 $98,260/$13,500
Martin J. Blank 150,000 $211,500 138,000/50,000 $98,260/$13,500
Anthony R. Levinson - - 39,000/65,000 $26,330/$42,350
</TABLE>
COMPENSATION OF OUTSIDE DIRECTORS
Directors who are not full time employees of the Company receive, as
compensation for their services, $2,000 for each Board of Directors meeting
attended. The amount of compensation was changed by the Board of Directors (Mr.
Miller and Mr. Moore abstained from the vote) in February 1996 to $4,000 per
meeting. Each director is reimbursed for their travel expenses incurred in
connection with attendance at meetings of the Board of Directors.
6
<PAGE>
OUTSIDE DIRECTORS' STOCK OPTION PLAN
The Company has a stock option plan for the benefit of its directors
who are not salaried employees of the Company or full time consultants to the
Company or its subsidiaries (the "Outside Directors' Plan") pursuant to which
300,000 shares of the Company's common stock have been reserved for issuance
upon exercise of such options. The purpose of the Outside Directors' Plan is to
advance the interests of the Company by affording eligible directors of the
Company the opportunity to acquire an equity interest or increase their equity
interest in the Company. The Outside Directors' Plan terminates in May 1998.
Each eligible director in office on the effective date of the Outside Directors'
Plan and each director elected to a regular term as a director at an annual
meeting of stockholders thereafter at which directors are elected, will
automatically be granted an option to purchase the maximum number of full shares
having an aggregate market value on the date of grant equal to $25,000 at an
exercise price per share equal to the fair market value of a share of the
Company's common stock on the date of grant. An option may be exercised at any
time for a period of 10 years from the date of grant. The number of shares which
may be purchased upon exercise of an option is subject to adjustment in certain
circumstances. Options are not transferable other than by will or the laws of
descent and distribution, and in the event of death, an option may be exercised
by the optionee's legatee, distributee or personal representative. Options are
granted under the Outside Directors' Plan without regard to other forms of
compensation eligible directors may receive from the Company. At May 28, 1996,
options to purchase 167,981 shares of the Company's common stock, at prices
ranging from $0.88 to $2.32 were outstanding under the Outside Directors' Plan.
During 1995, a former director exercised an option to purchase 25,000 shares of
the Company's stock at an exercise price of $1.00 per share. In April 1996,
Mechlin D. Moore exercised an option to purchase 66,322 shares and subsequently
disposed of these shares. No options were exercised during the transition period
of September 1, 1994 to December 31, 1994.
The following table shows the number of shares of the Company's common
stock covered by options granted under the Outside Directors' Plan to current
directors since September 1, 1994, the number of shares of the Company's common
stock acquired by current directors since that date through exercise of options
and the number of the Company's common shares subject to all outstanding options
of current directors at May 28, 1996. Additionally, 10,822 options granted to a
former director of the Company, which are exercisable at $2.32 per share and
expire in 2004, are also outstanding.
Howard C. Mechlin D.
Miller Moore
------ -----
Granted 9/1/94 - 5/28/96:
Number of shares 12,135 12,135
Average per share option price $ 2.06 $ 2.06
Exercised 9/1/94 - 5/28/96:
Number of shares 0 66,322
Aggregate option price of options
exercised 0 $ 1.13
Net value realized 0 $ 181,606
Unexercised options at 5/28/96:
Number of shares 134,202 22,957
Average unrealized value per share
on 5/28/96 (1) $ 3.44 $ 2.57
- -------------
(1) Calculated as the difference between the market price of one share of the
Company's common stock on May 28, 1996 and the average per share option price.
7
<PAGE>
INSIDER PARTICIPATION IN COMPENSATION MATTERS
On March 2, 1994, the Board of Directors established a compensation
committee comprised of Messrs. Miller, Moore and Dorfman which is responsible
for determining compensation levels for the executive officers of the Company.
The Board of Directors follows a policy of linking compensation of executive
officers to enhanced shareholder value.
On December 18, 1995, the Compensation Committee of the Board of
Directors (Mr. Dorfman abstained from the vote) voted to modify the vesting
schedule for the options granted to Mr. Blank, Mr. Dorfman and Mr. Levinson in
1994, in light of the significant turnaround in the Company's operations and
profitability. The option price was not changed and was in excess of the market
price of the Company's stock on December 18, 1995. The options for Mr. Blank and
Mr. Dorfman were modified such that the option is exercisable up to 50,000
shares on each of December 31, 1995 and 1996 for a period of five years after it
becomes exercisable based on the following formula: (a) options exercisable on
or after December 31, 1995 will be equal to the number derived by dividing the
actual net income of the Company by $2 million multiplied by 50,000 and (b)
options exercisable on or after December 31, 1996 will be equal to the number
derived by dividing the actual net income of the Company by $3 million
multiplied by 50,000, provided, if the fraction resulting from the net income
calculation is one or greater, then only 50,000 shares will be purchasable
commencing in each year as stated above. Mr. Levinson's options were modified in
the same manner, except that Mr. Levinson has 25,000 options which are
exercisable on each of December 31, 1995 and 1996.
REPORT ON EXECUTIVE COMPENSATION
The compensation policies of the Company have been developed to link
the compensation of the executive officers of the Company with enhanced
shareholder value. Through the establishment of short- and long-term incentive
plans and the use of base salary and performance bonus combinations, the Company
seeks to align the financial interests of its executive officers with those of
its shareholders.
EMPLOYMENT ARRANGEMENTS (CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER)
These executives each receive a base salary of $72,000 plus additional
compensation based upon the number of vehicle service contracts processed each
month which exceed a prescribed level. Messrs. Blank and Dorfman are eligible to
participate in other employee benefit plans as generally made available to
employees of the Company.
Martin J. Blank -- Larry I. Dorfman -- Howard C. Miller -- Mechlin D. Moore
1988 STOCK OPTION PLAN
The Company has a stock option plan ("Plan") pursuant to which 800,000
shares of the Company's common stock have been reserved for issuance upon
exercise of options designated as "incentive stock options" or "non-qualified
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended. The purpose of the Plan is to encourage stock ownership by certain
officers and employees of the Company, and certain other persons instrumental to
the success of the Company, and give them a greater personal interest in the
success of the Company. Persons who are directors of the Company are not
eligible to receive options under the Plan. The Plan is administered by the
Board of Directors of the Company, or a committee appointed by the Board of
Directors, which determines among other things, the persons to be granted
options under the Plan, the number of shares subject to each option and the
option price. The exercise price of any option granted under the Plan may not be
less than the fair market value of the shares subject to the option on the date
of grant, provided however, that the exercise price of any incentive option
granted to an eligible employee owning more than 10% of the outstanding common
stock of the Company may not be less than 110% of the fair market value
8
<PAGE>
of the shares underlying such option on the date of grant. The term of each
option and the manner in which it may be exercised is determined by the Board of
Directors, or a committee appointed by the Board of Directors, provided that no
option may be exercised more than 10 years after the date of grant and, in the
case of an incentive option granted to an eligible employee owning more than 10%
of the Company's common stock, not more than 5 years after the date of grant.
Incentive options may be granted only to employees. Options may be exercised as
provided in the option agreement, but no option granted to an employee may be
exercised unless the grantee is a regular employee of the Company, or a
subsidiary, and has been in such position for at least one year after the date
of grant, except that in the event of death, options may be exercised until the
sooner of the expiration date of the option or six months following the death of
the optionee. Each option not exercised expires as provided in the option
agreement. Options are non-transferable, except in the event of death of the
optionee. At May 28, 1996, options to purchase 721,778 shares of the Company's
common stock, at prices ranging from $0.83 to $2.54 per share, were outstanding
under the Plan. Between inception and May 28, 1996, 29,375 options have been
exercised at an average exercise price of $1.16 per share.
PERFORMANCE GRAPH
The following graph demonstrates the performance of the cumulative
total return to the Company's shareholders during the past five years in
comparison to the cumulative total return for the NASDAQ Market Index and the
cumulative total return for a group of companies in SIC code 641 - Insurance
Agents, Brokers and Service (the "Peer Group").
FIVE-YEAR CUMULATIVE TOTAL RETURNS
VALUE OF $100 INVESTED ON DECEMBER 31, 1990
(ID: Graphic -- Performance Graph)
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
APCO 100 128.57 133.32 228.55 342.83 428.54
SIC 641 Code Index 100 116.97 126.95 116.92 118.01 138.22
NASDAQ Market Index 100 128.38 129.64 155.50 163.26 211.77
</TABLE>
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Price Waterhouse LLP has examined and reported upon the financial
statements of the Company since 1988, including the twelve months ended December
31, 1995 and four months ended December 31, 1994. Price Waterhouse LLP has no
direct or indirect interest in the Company or any affiliate of the Company. A
representative of Price Waterhouse LLP will be available at the Annual Meeting
with the opportunity to make a statement and to be available to respond to
questions.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholders who wish to present proposals appropriate for
consideration at the Company's 1997 Annual Meeting of Shareholders must submit
the proposals in proper form to the Company at its address set forth on the
first page of this proxy statement not later than January 31, 1997 in order for
the proposals to be considered for inclusion in the Company's proxy statement
and form of proxy relating to such Annual Meeting.
9
<PAGE>
OTHER INFORMATION
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the material enclosed herewith and soliciting proxies will
be paid by the Company. It is estimated that such costs will be nominal. The
Company may reimburse banks, brokerage firms and other custodians, nominees and
fiduciaries for expenses reasonably incurred by them in sending proxy material
to beneficial owners of stock. The solicitation of proxies will be conducted
primarily by mail but may include telephone, telegraph or oral communications by
directors, officers or regular employees of the Company acting without special
compensation.
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31,
1995 IS BEING FURNISHED HEREWITH TO EACH STOCKHOLDER OF RECORD AS OF THE CLOSE
OF BUSINESS ON MAY 28, 1996. ADDITIONAL COPIES OF THE ANNUAL REPORT AND COPIES
OF THE COMPANY'S REPORT ON FORM 10-K WILL BE PROVIDED FREE OF CHARGE UPON
REQUEST TO:
AUTOMOBILE PROTECTION CORPORATION - APCO
15 DUNWOODY PARK DRIVE, SUITE 100
ATLANTA, GEORGIA 30338
ATTENTION: INVESTOR RELATIONS
(770) 394-7070
The Board of Directors is aware of no other matters, except for those
incidental to the conduct of the Annual Meeting, that are to be presented to
shareholders for formal action at the Annual Meeting. If, however, any other
matters properly come before the Annual Meeting or any adjournment or
adjournments thereof, it is the intention of the persons named in the proxy to
vote the proxy in accordance with their judgment.
Shareholders are urged to fill in, date and sign the accompanying form
of proxy and return it to the Company as soon as possible.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Martin J. Blank
-------------------
Martin J. Blank,
Secretary
May 29, 1996
10
<PAGE>
Appendex A
AUTOMOBILE PROTECTION CORPORATION - APCO
15 DUNWOODY PARK DRIVE
ATLANTA, GERGIA 30338
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 2, 1996
THIS PROXY IS SOILICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Martin J. Blank and Larry I. Dorfman, and
each of them Proxies, with full power of substitution in each of them, in the
name, place and stead of the undersigned, to vote at the annual meeting of
Stockholders of Automobile Protection Corporation - APCO on July 2, 1996 at 9:00
o'clock in the forenoon, E.S.T., or at any adjournment or adjournments thereof,
according to the number of votes that the undersigned would be entitled to vote
if personally present, upon the following matters:
1. ELECTION OF DIRECTORS
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees below
-- --
Martin J. Blank, Larry I. Dorfman, Howard C. Miller, Mechlin D. Moore
INSTRUCTIONS: To withhold authority to vote for any individual nominee write
that nominee's name in the space below
-----------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE.
IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR ALL THE DIRECTORS AS
LISTED ABOVE.
Please sign exactly as the name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as an attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in the full corporate name and by
the President or other authorized
officer. If a partnership, please sign
in the partnership name by an authorized
person.
Signature
----------------------------
Signature
if held jointly
-----------------------
Dated: , 1996
Please mark, sign, date and return this proxy card promptly
using the enclosed envelope.
