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 (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
|X| Definitive Proxy Statement Commission Only (as permitted
| | Definitive Additional Materials by Rule 14a-6(e)(2))
| | Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
AUTOMOBILE PROTECTION CORPORATION - APCO
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
(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:*
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
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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.:
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(3) Filing Party:
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(4) Date Filed:
- ---------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
AUTOMOBILE PROTECTION CORPORATION - APCO
15 Dunwoody Park Drive, Suite 100
Atlanta, Georgia 30338
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held June 3, 1998
--------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Automobile Protection Corporation - APCO ("Company") will be held at the Four
Points Hotel Atlanta Perimeter, 1850 Cotillion Drive, Atlanta, Georgia on
Wednesday, June 3, 1998, at 10:00 A.M., Eastern Standard Time, for the following
purposes:
1. To elect one director of the Company for a term of four years and
until his successor is elected and qualified.
2. To transact such other business as may properly come before the
Annual Meeting.
Only shareholders of record at the close of business on April 23, 1998,
will be entitled to notice of, and to vote at, the meeting and any adjournments
thereof.
YOU ARE URGED TO READ THE ATTACHED PROXY STATEMENT, WHICH CONTAINS
INFORMATION RELEVANT TO THE ACTION TO BE TAKEN AT THE MEETING. IN ORDER TO
ASSURE THE PRESENCE OF A QUORUM, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING
IN PERSON, PLEASE SIGN AND DATE THE ACCOMPANYING PROXY CARD AND MAIL IT PROMPTLY
IN THE ENCLOSED ADDRESSED, POSTAGE PREPAID ENVELOPE. YOU MAY REVOKE YOUR PROXY
IF YOU SO DESIRE AT ANY TIME BEFORE IT IS VOTED.
By Order of the Board of Directors
Martin J. Blank
Secretary
Atlanta, Georgia
May 2, 1998
<PAGE>
Automobile Protection Corporation - APCO
------------------
PROXY STATEMENT
------------------
GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors ("Board")
of Automobile Protection Corporation - APCO. ("Company") to be used at the
Annual Meeting of Shareholders of the Company to be held on June 3, 1998, and
any adjournment or adjournments thereof ("Annual Meeting"). The Annual Meeting
will be held at the Four Points Hotel Atlanta Perimeter, 1850 Cotillion Drive,
Atlanta, Georgia 30338. The matters to be considered at the Annual Meeting are
set forth in the attached Notice of Meeting.
The Company's executive officers are located at 15 Dunwoody Park Drive,
Suite 100, Atlanta, Georgia 30338. This Proxy Statement and the enclosed form of
proxy are first being sent to shareholders on or about May 2, 1998.
Record Date and Outstanding Shares
The Board has fixed the close of business on April 23, 1998 as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting. Only shareholders of record at the close of
business on that date will be entitled to vote at the Annual Meeting or any and
all adjournments thereof. As of April 23, 1998, the Company has issued and
outstanding 11,432,623 shares of Common Stock, par value $.001 ("Common Stock").
Solicitation and Revocation
Proxies in the form enclosed are solicited by and on behalf of the
Board. The persons named in the proxy have been designated as proxies by the
Board. Any proxy given pursuant to such solicitation and received in time for
the Annual Meeting will be voted as specified in such proxy. If no instructions
are given, proxies will be voted "FOR" the election of the nominee listed below
under the caption "Election of Directors" and, in the discretion of the proxies
named on the proxy card with respect to any other matters properly brought
before the meeting and any adjournments thereof. In such unanticipated event
that any other matters are properly presented at the Annual Meeting for action,
the persons named in the proxy will vote the proxies in accordance with their
best judgment. Any proxy given pursuant to this solicitation may be revoked by
the shareholder at any time before it is exercised by written notification
delivered to the Secretary of the Company, by voting in person at the Annual
Meeting, or by delivering another proxy bearing a later date. Attendance by a
shareholder at the Annual Meeting does not alone serve to revoke his or her
proxy.
Quorum
The presence, in person or by proxy, of a majority of the shares of
Common Stock entitled to vote at the Annual Meeting will constitute a quorum at
the Annual Meeting. A proxy submitted by a shareholder may indicate that all or
a portion of the shares represented by such proxy are not being voted
("shareholder withholding") with respect to a particular matter. Similarly, a
broker may not be permitted to vote stock ("broker non-vote") held in street
name on a particular matter in the absence of instructions from the beneficial
owner of such stock. The shares subject to a proxy which are not being voted on
a particular matter (because of either shareholder withholding or broker
non-vote) will not be considered shares entitled to vote on such matter. These
shares, however, may be considered present and entitled to vote on other matters
and will count for purposes of determining the presence of a quorum, unless the
<PAGE>
proxy indicates that such shares are not being voted on any matter at the Annual
Meeting, in which case such shares will not be counted for purposes of
determining the presence of a quorum.
Voting
The person nominated for election as director will be elected by a
plurality of the number of shares of Common Stock cast at the Annual Meeting.
"Plurality" means that the nominee who receives the highest number of votes cast
"FOR" will be elected as the Class I director of the Company for the ensuing
four-year term. Consequently, any shares not voted "FOR" the nominee (because of
either shareholder withholding or broker non-vote) will not be counted in the
nominee's favor.
Except as specifically provided in the Amended and Restated Certificate
of Incorporation which requires a 66 2/3% affirmative vote to change certain of
the charter provisions and certain statutory requirements, all other matters
voted on at the Annual Meeting must be approved by the affirmative vote of a
majority of shares present at the Annual Meeting and entitled to vote.
Abstentions from voting are counted as "votes cast" with respect to such
proposal and, therefore, have the same effect as a vote against the proposal.
Shares deemed present at the Annual Meeting but not entitled to vote (because of
either shareholder withholding or broker non-vote) will have no effect on such
vote.
Security Ownership of Certain Beneficial Owners
The table and accompanying footnotes on the following pages set forth
certain information as of April 23, 1998 with respect to the stock ownership of
(i) those persons or group who beneficially own more than 5% of the Company's
Common Stock, (ii) each director and director-nominee of the Company, (iii) the
Company's Chief Executive Officer and each of the Company's next four most
highly compensated executive officers whose individual compensation exceeded
$100,000 in the year ended December 31, 1997, and (iv) all directors and
executive officers of the Company as a group (based upon information furnished
by such persons). Shares of Common Stock issuable upon exercise of options and
warrants which are currently exercisable or exercisable within 60 days of the
date of this Proxy Statement have been included in the following table.
<TABLE>
<CAPTION>
Percent of
Number of Shares of Ownership of
Common Stock Beneficially Common Stock
Name of Beneficial Owner(1) Owned Outstanding
- --------------------------- ------------------------- ------------
<S> <C> <C>
Martin J. Blank 1,029,168(2) 9.0%
Larry I. Dorfman 1,071,928(3) 9.0%
Howard C. Miller 146,594(4) 1.3%
Mechlin D. Moore 37,349(5) *
Directors and officers as a group (4 2,285,039(6) 19.6%
persons)
</TABLE>
- ------------------------------------------
* Less than 1%.
1. The address for each of Messrs. Blank, Dorfman, Miller and Moore is 15
Dunwoody Park Drive, Suite 100, Atlanta, Georgia 30338.
2
<PAGE>
2. Excludes options to purchase 50,000 shares of the Common Stock which
are not currently exercisable.
3. Includes options to purchase 40,000 shares of the Common Stock which
are currently exercisable. Excludes options to purchase 80,000 shares
of Common Stock which are not currently exercisable.
4. Includes options to purchase 145,594 shares of the Common Stock which
are currently exercisable.
5. Includes options to purchase 36,349 shares of the Common Stock which
are currently exercisable.
6. Includes options to purchase 221,943 shares of Common Stock. Excludes
130,000 options to purchase shares of Common Stock which are not
currently exercisable.
PROPOSAL: ELECTION OF DIRECTORS
The Board is divided into four classes, each of which serves for a term
of four years, with only one class of directors being elected in each year. The
term of the first class of directors, consisting of Mr. Martin J. Blank, will
expire on the date of this year's Annual Meeting, the term of office of the
second class of directors, consisting of Mr. Mechlin D. Moore, will expire in
1999, the term of office of the third class of directors, consisting of Mr.
Howard C. Miller, will expire in 2000 and the term of office of the fourth class
of directors, consisting of Mr. Larry I. Dorfman, will expire in 2001.
One person will be elected at the Annual Meeting to serve as a director
for a term of four years. The Board has nominated Mr. Martin J. Blank as the
candidate for election unless authority is withheld. The proxies solicited by
management will be voted "FOR" the election of this nominee. In case the nominee
becomes unavailable for election to the Board, an event which is not
anticipated, the persons named as proxies, or their substitutes, will have full
discretion and authority to vote or refrain from voting for any other candidate
in accordance with their judgement.
Information About Nominee
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. Mr. Blank is
a director of Innotrac Corporation, a corporation that does fulfillment and
telemarketing. Mr. Blank is 51 years of age.
3
<PAGE>
Information About Other Directors
Each of the directors named in the following table will continue in
office after the Annual Meeting and until his term expires in the year indicated
and his successor is elected and qualified:
Term
Expires Director
Nominee Age In Since Position
- ---------------- --- ------- -------- --------
Larry I. Dorfman 42 2001 1984 President, Chief Executive
Officer and Director
Howard C. Miller 71 2000 1989 Director
Mechlin D. Moore 67 1999 1991 Director
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 budget committee of the United States
Olympic Committee and as a Director and Chief Operating Officer of InforMatrix
Worldwide, Inc. Mr. Miller's past experience includes President and Chief
Operating Officer of Avis, Inc., Vice President of ITT, President and Chief
Executive Officer 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
and Chairman and Chief Executive Officer of InforMatrix Worldwide, Inc. Mr.
Moore's past experience includes President of the Insurance Information
Institute and Senior Vice President of United Air Lines, Inc.
4
<PAGE>
Executive Compensation
Set forth in the following table is information as to the compensation
paid or accrued to the chief executive officer and to each officer receiving
compensation of at least $100,000 (collectively the "Named Executive Officers"),
for the periods indicated.
<TABLE>
<CAPTION>
Long Term
Compensation
Name and Principal Options/
Position Period Salary(1) Other No. of Shares(2)
- ------------------ ---------------------- --------- ----- -----------------
<S> <C> <C> <C> <C>
Larry I. Dorfman 12 mos. ended 12/31/97 $ 552,576 -- 50,000
President and Chief 12 mos. ended 12/31/96 $ 362,240 $5,093 --
Executive Officer 12 mos. ended 12/31/95 $ 249,636 -- --
Martin J. Blank 12 mos. ended 12/31/97 $ 552,576 $16,628 50,000
Chairman and Chief 12 mos. ended 12/31/96 $ 362,240 $18,416 --
Operating Officer 12 mos. ended 12/31/95 $ 249,636 -- --
</TABLE>
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 May 30, 1997, the Board granted each executive stock options to purchase
50,000 shares of Common Stock at $3.19 per share, which vest equally over
five years.
Option Exercises During 1997 and Year-end Option Values
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options at In-the-Money Options
12/31/97 at December 31, 1997
Acquired Value Exercisable/Unexercisa Exercisable/Unexercis
Exercise Realized ble(1) able(1)
Name (#) ($) (#) ($)
- --------------------- -------- ---------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Larry I. Dorfman -- -- 213,000/80,000 $976,550/$280,000
Martin J. Blank -- -- 173,000/50,000 $778,950/$175,000
</TABLE>
(1) On February 5, 1998, each of the named executive officers exercised
outstanding options to acquire 173,000 shares of Common Stock for cash
and the shares of Common Stock are currently being held by the
executive officers.
5
<PAGE>
Stock Option Plans
On April 4, 1997, the Company adopted the 1997 Performance Equity Plan
("1997 Plan") pursuant to which 500,000 shares of Common Stock have been
reserved for issuance upon incentive or non-qualified stock options, stock
appreciation rights, restricted stock awards, deferred stock, stock reload
options and other stock based awards ("Awards"). Awards may be made to officers,
directors, key employees and consultants of the Company. The 1997 Plan will
terminate at such time as no further awards may be granted and awards granted
are no longer outstanding, provided incentive options may only be granted until
April 4, 2009. The 1997 Plan is administered by the Board. The Board, to the
extent permitted by the provisions of the 1997 Plan, has the authority to
determine the selection of participants, allotment of shares, price, and other
conditions of purchase of Awards and administration of the 1997 Plan in order to
attract and retain persons instrumental to the success of the Company. At April
23, 1998, there are options outstanding under the 1997 Plan to purchase 468,500
shares of Common Stock at prices ranging from $ 3.19 to $ 6.75. No options under
the 1997 Plan have been exercised.
The Company has a stock option plan ("1988 Plan") pursuant to which
800,000 shares of the 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. As of April 1,1998, the Board was no longer authorized to issue options
under the 1988 Plan: outstanding options under the 1988 Plan continue to remain
exercisable in accordance with the terms of the respective option agreements.
The 1988 Plan is administered by the Board or a committee appointed by the
Board. 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 April 23, 1998, options to
purchase 420,023 shares of the Common Stock, at prices ranging from $0.83 to
$5.00 per share, were outstanding under the 1988 Plan. Between inception of the
1988 Plan and April 23, 1998, 338,019 options have been exercised at an average
exercise price of $1.79 per share.
6
<PAGE>
Performance Graph
The following graph demonstrates the performance of the cumulative
total return to the Company's shareholders during the past five years ended
December 31, 1997 in comparison to the cumulative total return for the Nasdaq
Market Index and the cumulative total return for a group of companies in the
industry.
FIVE-YEAR CUMULATIVE TOTAL RETURNS
VALUE OF $100 INVESTED ON DECEMBER 31, 1992
(ID: Graphic -- Performance Graph)
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Automobile Protection Corporation 100 171.43 257.14 321.43 489.29 764.29
Industry Index 100 92.10 92.96 108.88 129.76 179.98
Nasdaq Market Index 100 119.95 125.94 163.35 202.99 248.30
</TABLE>
Director Compensation
Members of the board of directors who are not otherwise employees of
the Company receive director fees of $4,000 per meeting attended. In addition,
directors are reimbursed for their expenses in attending all meetings of the
board of directors. Directors will also be eligible for other compensation and
benefits as may be approved by the Board from time to time, including benefits
under the 1997 Plan. Prior to April 1, 1998, directors received automatic grants
of options under the 1988 Outside Director's Stock Option Plan ("Director's
Plan") to purchase that number of shares of Common Stock 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 Common Stock on the date
of grant. The Director's Plan, by its terms, provided that no new awards may be
granted after April 1, 1998. At April 23, 1998, there were outstanding options
to purchase 192,765 shares of Common Stock, at prices ranging from $0.88 to
$4.00, under the Director's Plan.
The following table shows the number of shares of the Common Stock
covered by options granted to current directors since January 1, 1997, the
number of shares of the Common Stock acquired by current directors since that
date through exercise of options and the number of shares of Common Stock
subject to all outstanding options of current directors at December 31, 1997.
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.
7
<PAGE>
Howard C. Miller Mechlin D. Moore
Granted 1/1/97 - 12/31/97:
Number of shares 7,142 7,142
Average per share option price $3.50 $3.50
Exercised 1/1/97 - 12/31/97:
Number of shares 0 0
Aggregate option price of options 0 0
exercised
Net value realized 0 0
Unexercised options at 12/31/97:
Number of shares 147,594 36,349
Average unrealized value per $5.33 $4.62
share on 12/31/97(1)
1. Calculated as the difference between the market price of one share of
the Common Stock on December 31, 1997 and the average per share option
price.
Board Meetings and Committees
During the fiscal year ended December 31, 1997, the Board of Directors
met or took other action on four occasions. All the directors participated in
all such meetings and actions.
The Board has an Audit Committee and a Compensation Committee. The
Audit Committee, currently comprised of Martin J. Blank, Mechlin D. Moore and
Howard C. Miller, was formed to: (i) recommend annually to the board of
directors the appointment of the independent accountants of the Company; (ii)
review with the independent accountants the scope of the annual audit and review
their final report relating thereto; (iii) review with the independent
accountants the accounting practices and policies of the Company; (iv) review
with the internal and independent accountants the overall accounting and
financial controls of the Company; (v) be available to independent accountants
during the year for consultation; and (vi) review related party transactions by
the Company on an ongoing basis and review potential conflicts of interest
situations where appropriate. The Audit Committee had one meeting in 1997.
The Compensation Committee, currently comprised of Larry I. Dorfman,
Howard C. Miller and Mechlin D. Moore was formed to review overall executive
compensation and review the Company's employee benefit plans. The Compensation
Committee held one meeting in 1997 at which it reviewed the executive
compensation of the executive officers of the Company, including Messrs. Martin
J. Blank and Larry I. Dorfman, and the stock option plans of the Company. The
Compensation Committee and the Board continued its policy of linking
compensation of executive officers to enhanced shareholders value.
Report on Executive Compensation
To date, 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
8
<PAGE>
plans and the use of base salary and performance bonus combinations, the Company
has sought to align the financial interests of its executive officers with those
of its shareholders.
Employment Arrangements (Chief Executive Officer and Chief Operating
Officer)
The Chief Executive Officer and Chief Operating Officer 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
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires officers, directors and
persons who beneficially own more than 10% of a registered class of equity
securities of the Company ("10% Shareholders") to file reports of ownership and
changes in ownership with the Commission. Officers, directors and 10%
Shareholders also are required 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
furnished to it, and written representations that no other reports were
required, the Company believes that during the fiscal year ended December 31,
1997, each of its officers, directors and 10% Shareholders complied with the
Section 16(a) reporting requirements, except that Messrs. Martin J. Blank and
Larry I. Dorfman each filed a Form 4 on December 16, 1997 in respect of an
option grant made on May 30, 1997 that was exempt under Section 16(b) of the
Exchange Act.
Certain Relationships and Related Transactions
There are no reportable relationships and related transactions between
the Company and its officers and directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ELECTION OF THE NOMINEE LISTED ABOVE AS
DIRECTOR.
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP has examined and reported upon the financial
statements of the Company since 1988, including for the year ending December 31,
1997. Price Waterhouse has no direct or indirect interest in the Company or any
affiliate of the Company. A representative of Price Waterhouse LLP is expected
to be present at the meeting with an opportunity to make a statement if the
representative desires to do so and is expected to be available to respond to
appropriate questions from shareholders.
SOLICITATION OF PROXIES
The solicitation of proxies in the enclosed form is made on behalf of
the Company and the cost of this solicitation is being paid by the Company. In
9
<PAGE>
addition to the use of the mails, proxies may be solicited personally or by
telephone or telegraph using the services of directors, officers and regular
employees of the Company at nominal cost. Banks, brokerage firms and other
custodians, nominees and fiduciaries will be reimbursed by the Company for
expenses incurred in sending proxy material to beneficial owners of the Common
Stock.
1999 SHAREHOLDER PROPOSALS
In order for shareholder proposals for the 1999 Annual Meeting of
Shareholders to be eligible for inclusion in the Company's Proxy Statement, they
must be received by the Company at its principal office in Atlanta, Georgia, by
January 2, 1999, and in accordance with the Articles of Incorporation.
OTHER MATTERS
The Board knows of no matter which will be presented for consideration
at the meeting other than the matters referred to in this Proxy Statement.
Should any other matter properly come before the meeting, it is the intention of
the persons named in the accompanying proxy to vote such proxy in accordance
with their best judgment.
A COPY OF THE COMPANY'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1997 IS BEING FURNISHED HEREWITH TO EACH SHAREHOLDER OF RECORD AS
OF THE CLOSE OF BUSINESS ON APRIL 23, 1998. ADDITIONAL COPIES OF THE ANNUAL
REPORT AND COPIES OF THE COMPANY'S REPORT ON FORM 10-K (WITHOUT EXHIBITS) 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
By Order of the Board of Directors
Martin J. Blank
Secretary
Atlanta, Georgia
May 2, 1998
10
<PAGE>
AUTOMOBILE PROTECTION CORPORATION - APCO
Solicited by the Board of Directors
for Annual Meeting to be held on June 3, 1998
P The undersigned hereby appoints Larry I. Dorfman and Howard C. Miller, and
each of them, as 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 Shareholders of AUTOMOBILE PROTECTION CORPORATION - APCO on
R Wednesday, June 3, 1998 at 10:00 A.M. (EST), or at any adjournments
thereof. This proxy will be voted in accordance with the instructions given
below. If no instructions are given, this proxy will be voted "FOR" all the
O following proposals.
X
1. To elect the following director:
Y
FOR the nominees listed below |_| WITHHOLD AUTHORITY to vote
for the nominee listed below |_|
Martin J. Blank
2. In their discretion, the Proxies are authorized to vote upon such
other business as may come before the meeting or any adjournments
thereof.
|_| I plan to attend the Annual Meeting.
Date _________________________, 1998
_____________________________________
Signature
______________________________________
Signature if held jointly
Please sign exactly as name appears above. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by the President or other authorized officer. If a
partnership, please sign in the partnership name by an authorized
person.
