SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
RYMAC MORTGAGE INVESTMENT CORPORATION
(Name of Registrant as Specified in Its Charter)
COMMISSION FILE NUMBER 1-10001
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transactions
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
<PAGE>
RYMAC MORTGAGE INVESTMENT CORPORATION
500 Market Street
Suite 600
Steubenville, Ohio 43952
(614) 284-6960
April 20, 1994
To Our Stockholders:
You are cordially invited to attend the 1994 Annual Meeting of
Stockholders of RYMAC Mortgage Investment Corporation to be held at
the Embassy Suites Hotel, 550 Cherrington Parkway, Coraopolis,
Pennsylvania 15108 on May 25, 1994, at 10:00 a.m., Eastern Daylight
time.
The formal notice of the meeting and a proxy statement
describing the matters to be acted upon at the meeting follow.
Stockholders are also entitled to vote on any other matter which
properly comes before the meeting.
While many of our stockholders may exercise their right to
vote their shares in person, we recognize that many stockholders
may not be able to attend the meeting. Accordingly, we have
enclosed a proxy which will enable you to vote your shares on the
issues to be considered at the meeting even if you are unable to
attend. All that is necessary is to 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 but, in any
event, early enough to ensure receipt prior to the meeting. 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 it in the enclosed postage-paid envelope in order to record
your vote.
STOCKHOLDERS CAN HELP MANAGEMENT AVOID UNNECESSARY EXPENSE AND
DELAYS BY IMMEDIATELY RETURNING THE ENCLOSED PROXY CARD. IF YOUR
SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM OR NOMINEE, ONLY
THEY CAN EXECUTE A PROXY ON YOUR BEHALF. TO ENSURE THAT YOUR
SHARES ARE VOTED, WE URGE YOU TO TELEPHONE THE INDIVIDUAL
RESPONSIBLE FOR YOUR ACCOUNT TODAY AND OBTAIN INSTRUCTIONS ON HOW
TO DIRECT HIM OR HER TO EXECUTE A PROXY. THE BUSINESS OF THE
MEETING IS IMPORTANT TO THE COMPANY AND CANNOT BE TRANSACTED UNLESS
A MAJORITY OF THE OUTSTANDING SHARES ARE REPRESENTED.
PLEASE FILL IN, DATE, SIGN AND RETURN THE PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE AS SOON AS POSSIBLE.
Sincerely,
Richard R. Conte Ronald L. Temple
Chairman of the Board President
<PAGE>
RYMAC MORTGAGE INVESTMENT CORPORATION
500 Market Street
Suite 600
Steubenville, Ohio 43952
(614) 284-6960
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 25, 1994
---------------------
To Our Stockholders:
Notice is hereby given that the 1994 annual meeting of
stockholders of RYMAC Mortgage Investment Corporation (the
"Company") will be held on May 25, 1994 at 10:00 a.m., Eastern
Daylight time, at the Embassy Suites Hotel, 550 Cherrington
Parkway, Coraopolis, Pennsylvania 15108, for the following
purposes:
(1) to elect eight (8) directors to comprise the Company's
Board of Directors, each to serve a one-year term expiring
at the 1995 annual meeting of stockholders of the Company;
(2) to ratify the appointment of the firm of Kenneth Leventhal
& Company as auditors for the Company for the year ending
December 31, 1994; and
(3) to consider and act upon such other business as may
properly come before the meeting and any adjournments or
postponements thereof.
The foregoing matters are described in more detail in the proxy
statement which is attached hereto and made a part hereof.
Only stockholders of record at the close of business on April
8, 1994, the record date, will be entitled to receive notice of and
to vote at the meeting.
Management desires to have maximum representation at the
meeting and respectfully requests that you date, execute and
promptly mail the enclosed proxy in the postage-paid envelope
provided. 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
meeting and voting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Myrna J. Lea
Secretary
Dated: April 20, 1994
<PAGE>
RYMAC MORTGAGE INVESTMENT CORPORATION
500 Market Street
Suite 600
Steubenville, Ohio 43952
(614) 284-6960
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 25, 1994
---------------------
To Our Stockholders:
This proxy statement (the "Proxy Statement") is furnished in
connection with the solicitation on behalf of the Board of
Directors (the "Board of Directors") of RYMAC Mortgage Investment
Corporation (the "Company") of proxies to be used and voted at the
Annual Meeting of Stockholders of the Company (the "Meeting") to be
held at the Embassy Suites Hotel, 550 Cherrington Parkway,
Coraopolis, Pennsylvania 15108 on May 25, 1994 at 10:00 a.m.,
Eastern Daylight time, and at any adjournment thereof. The Meeting
is being held for the purposes set forth in the accompanying Notice
of Annual Meeting of Stockholders. The Proxy Statement, the
accompanying proxy card and the Notice of Annual Meeting of
Stockholders are first being provided to stockholders on or about
April 20, 1994.
GENERAL INFORMATION
The Company's Business
The Company is a real estate investment trust ("REIT") that
commenced operations in September 1988 following consummation of
its initial public offering. Effective April 1, 1992, the Company
began to operate on a self-managed basis. The Company had
previously contracted with an outside manager to handle the
business affairs of the Company.
Solicitation
The enclosed proxy is solicited by the Board of Directors. In
addition to the use of the mails, proxies may be solicited,
personally or by telephone or telegraph, by directors and officers
of the Company, who will not receive additional compensation
therefor. Additionally, the Company has engaged the firm of
Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey 07072-2586, to conduct proxy solicitations
on its behalf at an approximate cost of $4,000 plus reasonable out-
of-pocket expenses. Arrangements will also be made with brokerage
firms and other custodians, nominees and fiduciaries for the
forwarding of proxy solicitation material to certain beneficial
owners of the Company's common stock, par value $.01 per share (the
"Common Stock"), and the Company will reimburse such brokerage
firms, custodians, nominees and fiduciaries for reasonable out-of-
pocket expenses incurred by them in connection therewith. The
expenses of the proxy solicitation will be paid by the Company.
<PAGE>
Voting Rights and Votes Required
Holders of shares of the Common Stock at the close of business
on April 8, 1994 (the "Record Date") are entitled to notice of, and
to vote at, the Meeting. On the Record Date, 5,210,600 shares of
Common Stock were outstanding. Each share of Common Stock
outstanding on the Record Date is entitled to one vote on all
matters presented at the 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 Meeting, and no business (other than adjournment of
the Meeting) can be conducted unless a quorum is present in person
or by proxy.
Abstentions will be counted as shares present in determining
the presence of a quorum for a particular matter but will not be
counted as votes cast in determining the approval of any matter by
the stockholders. If a broker or other record holder or nominee
indicates on a proxy that it does not have authority to vote
certain shares on a particular matter or does not return proxies
for certain shares, those shares will not be counted as either
present for purposes of determining a quorum or as votes cast in
determining the approval of any matter by the stockholders.
In the election of directors (Proposal No.1), the eight (8)
nominees who receive a majority of votes cast by stockholders of
record on the Record Date and present at the Meeting, in person or
by proxy, will be elected to serve on the Board of Directors.
Cumulative voting in the election of directors is not permitted.
Voting of Proxies
Shares of Common Stock represented by all properly executed
proxies received prior to the 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
(i) FOR the election as directors of the nominees named herein and
(ii) FOR the ratification of the appointment of the auditors named
herein.
The management of the Company and the Board of Directors know
of no matters to be brought before the Meeting other than as set
forth herein. However, if any other matter is properly presented
to the stockholders for action, it is the intention of the proxy
holders named in the enclosed proxy to vote at their discretion on
all matters on which the shares represented by such proxy are
entitled to vote.
Revocability of Proxy
A stockholder who signs and returns a proxy in the
accompanying form may revoke it at any time before the authority
granted thereby is exercised. A proxy may be revoked (i) by
delivering a written statement to the Secretary of the Company that
the proxy is revoked, (ii) by presenting to the Company a later
dated proxy at any time before the authority granted in the
original proxy is exercised or (iii) by attending the Meeting and
voting in person.
<PAGE>
Annual Report
The Company's 1993 Annual Report to Stockholders (including
financial statements for the year ended December 31, 1993), which
accompanies this Proxy Statement, contains financial and other
information about the activities of the Company. A copy of the
Company's Annual Report on Form 10-K for the year ended December
31, 1993, which was filed with the Securities and Exchange
Commission on March 29, 1994, may be obtained by stockholders
without charge by writing to Ms. Myrna J. Lea, the Secretary of the
Company, at 500 Market Street, Suite 600, Steubenville, Ohio
43952.
ELECTION OF DIRECTORS (Proposal No. 1)
The Board of Directors currently consists of eight (8)
members, all of whom were elected by the stockholders at the 1993
annual meeting of stockholders. Edward S. Babbitt, Jr., Joseph P.
Berghold, Spencer B. Burke, James C. Chaplin IV, Richard R. Conte,
Malcolm M. Prine, Ronald L. Temple and Hay Walker IV are the
directors of the Company.
Except in the case of vacancies, directors of the Company are
elected by the stockholders to hold office until the election and
qualification of their successors at the next annual meeting of
stockholders or until their earlier resignation, death,
disqualification or removal from office. The By-laws of the
Company require that, except in the case of a vacancy, a majority
of the members of the Board of Directors and each committee thereof
must not be employed by, or otherwise affiliated with, the Company
or any person or entity responsible for directing and performing
the day-to-day business affairs of the Company (the "Unaffiliated
Directors"). As of the date of this Proxy Statement, Messrs.
Babbitt, Berghold, Burke, Chaplin, Prine, and Walker are the
Unaffiliated Directors.
During 1993, four regular meetings of the Board of Directors
were held. The Company paid annual directors' fees of $6,250 to each
Unaffiliated Director, reflecting a reduction in the annual fee from
$10,000 per year to $5,000 per year effective with the second quarter
of 1993. The Company also paid a fee of $750 to each Unaffiliated
Director for each meeting of the Board of Directors or independently
conducted committee meeting attended, and a fee of $250 to each
Unaffiliated Director for each special meeting or committee meeting
held in conjunction with a regular meeting of the Board of Directors
attended.
Effective with the second quarter of 1994, the Board further
reduced the total fees paid to Unaffiliated Directors to $1.00 per
year. Unaffiliated Directors continue to be reimbursed for reasonable
costs incurred in conjunction with attendance at all such meetings.
During 1993, directors who were not Unaffiliated Directors were not
separately compensated but were reimbursed for reasonable costs and
expenses incurred in attending regular or special meetings of the
Board of Directors or any committee thereof.
The Board of Directors has standing Executive, Audit and
Compliance, and Compensation Committees. The members of the
Executive Committee are Messrs. Chaplin, Conte, Prine, Temple, and
Walker. The Executive Committee acts on behalf of the entire Board
of Directors between meetings of the Board of Directors. During
<PAGE>
1993, the Executive Committee held one meeting.
The members of the Audit and Compliance Committee are Messrs.
Burke, Prine and Walker. The Audit and Compliance Committee
reviews and approves the scope of the annual audit undertaken by
the Company's independent certified public accountants and meets
with them to review and inquire as to audit functions and other
financial matters and to review the year-end audited financial
statements. In connection with the internal accounting controls of
the Company, the Audit and Compliance Committee reviews internal
audit procedures and reporting systems. During 1993, the Audit and
Compliance Committee held two meetings.
The members of the Compensation Committee consist of Messrs.
Babbitt, Burke, Chaplin and Walker. The Compensation Committee is
responsible for 1) establishing base salary levels for the
executive officers of the Company, 2) formulating incentive bonus
programs on an annual basis that reward the Company's employees in
relationship to the Company's current and future success, and 3)
establishing employee benefit programs for all employees necessary
to retain qualified personnel. Although the Compensation Committee
did not hold separate meetings in 1993, its members worked with the
full Board of Directors and the Executive Committee to modify the
Company's compensation policies to take account of the Company's
performance and financial condition (see Report of the Compensation
Committee and Board of Directors).
During 1993, each director attended at least 83% of the
aggregate of (i) the total number of meetings of the Board of
Directors and (ii) the total number of meetings held by all
committees of the Board on which he served.
At the Meeting, eight (8) directors are to be elected by the
stockholders for a one-year term expiring at the 1995 annual
meeting of stockholders. Messrs. Babbitt, Berghold, Burke,
Chaplin, Conte, Prine, Temple and Walker are the nominees of the
Board of Directors for election as directors. The management of
the Company and the Board of Directors are not aware of any reason
that would cause any of the nominees to be unavailable to serve as
a director should they be elected at the Meeting. If any of the
nominees should become unavailable for election, discretionary
authority may be exercised by the proxy holders named in the
enclosed proxy to vote for a substitute nominee proposed by the
Board of Directors.
The Board of Directors recommends a vote FOR the election of
Messrs. Babbitt, Berghold, Burke, Chaplin, Conte, Prine, Temple and
Walker as directors.
Certain information with respect to the nominees for election
as directors and the executive officers of the Company, furnished
in part by each such person, appears below.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The directors and executive officers of the Company are as
follows:
<TABLE>
<CAPTION>
Name Age Position(s) Held
<S> <C> <C>
Edward S. Babbitt, Jr. 50 Director
Joseph P. Berghold 56 Director
Spencer B. Burke 46 Director
James C. Chaplin IV 61 Director
Richard R. Conte 46 Chairman of the Board of
Directors;
Chief Executive Officer;
Principal Financial Officer
Myrna J. Lea 34 Vice President;
Secretary
Malcolm M. Prine 64 Director
Ronald L. Temple 56 Director; President;
Chief Operating Officer
Hay Walker IV 62 Director
</TABLE>
Edward S. Babbitt, Jr. has been a director of the Company
since August 8, 1988. Since July 1970, he has been employed by
Avatar Investors Associates Corporation, an investment advisory
services firm, and currently serves as its President, Chief
Investment Officer and a director. Mr. Babbitt is a director of
Zweig Securities Advisory Services, Inc. He is a general partner
of B.K. Partners and Vice President and a director for The Zweig
Fund, Inc., The Zweig Total Return Fund, Inc. and Zweig Advisors,
Inc.
Joseph P. Berghold has been a Director since the Company's
organization. From July 1988 to March 1992, he had been the
Company's Chairman and President. He is currently President of
Home Fashions, Inc. From 1983 to 1992, he had been Senior Vice
President and Chief Financial Officer of Ryan Homes, Inc., a
homebuilder. Mr. Berghold also served as Executive Vice President
and Chief Financial Officer of NVR, L.P. ("NVR"), which is a
publicly owned Virginia limited partnership engaged in the
construction and sale of single-family residential housing, and
Chief Executive Officer of NVR's Financial Services Group until
April 1992.
Spencer B. Burke has been a director of the Company since
August 8, 1988. Since March 1987, he has been a principal of
Edward D. Jones & Co., an investment banking firm. Prior to that
time he was a partner of Bryan, Cave, McPheeters & McRoberts, a law
firm with principal offices located in St. Louis, Missouri.
<PAGE>
James C. Chaplin IV has been a director of the Company since
August 8, 1988. Since April 1982, Mr. Chaplin has been Chairman of
the Board of Directors and Treasurer of Chaplin-Mullaugh
Incorporated, a Sewickley, Pennsylvania investment services firm.
Mr. Chaplin currently serves as a member of various professional
securities organizations and board member of various local
government and civic organizations.
Richard R. Conte has been a director of the Company since its
organization and its Chairman, Chief Executive Officer and
Principal Financial Officer since April 1, 1992. Prior to April
1992, Mr. Conte was employed by Westinghouse Financial Services,
Inc., the financial services subsidiary of Westinghouse Electric
Corporation, as Senior Vice President of Thrift & Mortgage
Investments. In connection with this employment, he was made
President and Chief Executive Officer of Lexington Homes, Inc., an
Illinois based homebuilder, in January 1992, and President and
Chairman of Westinghouse Savings Corporation, Westinghouse's
savings bank holding company, in August 1990. From July 1988 to
February 1, 1990, Mr. Conte served as a Vice President of the
Company. From December 1986 to February 1, 1990, Mr. Conte served
as Vice President of Finance and Treasurer of NVR.
Myrna J. Lea has been a Vice President of the Company since
March 1989, and since April 1992 an employee and the Secretary of
the Company. From June 1987 to April 1992, she had been employed
by Ryan Securities, Inc., an indirect, wholly owned subsidiary of
NVR, as a finance associate.
Malcolm M. Prine has been a director of the Company since May
1992. Mr. Prine has been self-employed while acting as a
consultant for the last seven years. He is currently a director of
Equitable Resources, a natural gas utility company, and PA Capital
Bank, a Pennsylvania commercial bank serving small businesses and
individuals. He formerly was a director of PNC Financial
Corporation and H. H. Robertson (now known as Robertson-Ceco).
Ronald L. Temple has been a director of the Company since its
organization. Effective April 1, 1992 he became the Company's
President and Chief Operating Officer. Mr. Temple had been a Vice
President of the Company from July 1988 to March 1992. Mr. Temple
had served as President of Ryan Securities, Inc. from April 1984
to April 1992.
Hay Walker IV has been a director of the Company since August
8, 1988. He is currently retired. From 1981 to 1992, Mr. Walker
had been Executive Vice President of Dollar Bank. Mr. Walker is
Chairman of the Board of Directors of the Western Pennsylvania
Development Credit Corporation and a director of Dollar Finance,
Inc. He is also a member of the Financial Institutions Marketing
Society of America, the Pittsburgh Society of Financial Analysts,
the Pittsburgh Security Traders Association and the Bond Club of
Pittsburgh.
Each officer of the Company serves for a term of one year or
until his successor has been elected and qualified. There are no
family relationships among any of the directors and officers of the
Company.
<PAGE>
Other Business Relationships
The Company and NVR Mortgage Management Partnership (the
"Former Manager") had been parties to a Management Agreement, which
provided that the Former Manager, through its managing partner, NVR
Mortgage Management, Inc., would assist the Company in formulating
investment strategies and in managing the Company's day-to-day
affairs. The Management Agreement expired on March 31, 1992.
Certain of the Company's current investments are held by RYMAC
Mortgage Investment I, Inc., a wholly owned, limited purpose
finance subsidiary of the Company, which purchased such investments
from Ryan Mortgage Acceptance Corporation IV ("RYMAC IV"), an
affiliate of the Former Manager, pursuant to certain Purchase
Agreements (each a "Purchase Agreement") all of which were approved
by the Unaffiliated Directors. Pursuant to each Purchase
Agreement, the Company is obligated to make certain continuing
payments to RYMAC IV for services rendered by RYMAC IV relating to
the administration of CMOs. During 1993, the Company incurred
obligations to RYMAC IV aggregating $43,000 for such administrative
service.
OWNERSHIP OF COMMON STOCK
The table below sets forth, as of April 1, 1994, the number of
shares of Common Stock beneficially owned by each director of the
Company and the number of shares beneficially owned by all of the
Company's directors and executive officers as a group. The
information concerning the persons set forth below was furnished in
part by each such person. To the Company's knowledge, no person
beneficially owned, as of April 1, 1994, more than five percent of
the outstanding shares of Common Stock.
<TABLE>
<CAPTION>
Name of Amount and nature of Percent of
beneficial owner beneficial ownership (1) class
<S> <C> <C>
Edward S. Babbitt, Jr. 6,000 *
Joseph P. Berghold 21,700(2) *
Spencer B. Burke 0 *
James C. Chaplin IV 1,042 *
Richard R. Conte 6,200(3) *
Malcolm M. Prine 31,011(4) *
Ronald L. Temple 18,870(5) *
Hay Walker IV 3,100(6) *
All directors, nominees
and executive officers
as a group (9 persons) 88,973 1.7%
<FN>
* Less than 1% of the outstanding shares of Common Stock
(1) Includes, where applicable, shares of Common Stock owned
of record by such person's minor children and spouse and
by other related individuals and entities over whose
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
<FN>
shares such person has custody, voting control or power of
disposition.
(2) Includes 1,000 shares of Common Stock in a custodial
account beneficially owned by Mr. Berghold's son, Myles
Berghold, as to which shares Mr. Berghold disclaims
beneficial ownership and 2,500 shares owned by Mr.
Berghold's wife, Kay Rose Binder Berghold.
(3) Includes 4,000 shares of Common Stock in an irrevocable
insurance trust account beneficially owned by Mr. Conte's
son, Jerrod R. Conte, as to which shares Mr. Conte
disclaims beneficial ownership.
(4) Includes 1,011 shares of Common Stock beneficially owned
by Mr. Prine's wife, Barbara Prine, as to which shares Mr.
Prine disclaims beneficial ownership.
(5) Includes 1,245 shares of Common Stock beneficially owned
in a custodial account for Mr. Temple's son, David C.
Temple, of which Mr. Temple's wife, Joan C. Temple, is the
custodian and as to which shares Mr. Temple disclaims
beneficial ownership, 23 shares owned directly by son,
David C. Temple, and 625 shares owned directly by wife,
Joan C. Temple.
(6) Includes 100 shares of Common Stock beneficially owned by
Mr. Walker's wife, Helen Walker, as to which shares Mr.
Walker disclaims beneficial ownership.
</TABLE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth
information with respect to the compensation on the Company's CEO
and its other most highly paid executive officer for 1992 and 1993.
Summary Compensation Table
<TABLE>
<CAPTION>
Name and Annual Compensation All Other
Principal Position Year(1) Salary($) Compensation($)(4)
_____________________________________________________________________
<S> <C> <C> <C>
Richard R. Conte 1993 133,750 4,013
(Chairman and CEO) 1992 93,334(2) 2,800
Ronald L. Temple 1993 118,750 3,563
(President and COO) 1992 93,751(3) 2,814
<FN>
(1) Prior to April 1, 1992, the Company contracted with the Former
Manager for management services as to the day-to-day functions
of the Company. The executive officers of the Company
received no compensation from the Company until it became
self-managed.
(2) Represents compensation for eight months of 1992 service.
(3) Represents compensation for nine months of 1992 service.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
<FN>
(4) Numbers presented represent the Company's matching
contribution under its SEP-IRA plan, a defined contribution
plan intended to qualify under the Internal Revenue Code of
1986, as amended.
</TABLE>
Report of Compensation Committee and Board of Directors
On April 1, 1992, the Company converted to a self-managed
entity. Prior to such date, the Company was managed by the Former
Manager on the basis of a fee arrangement that was based to a large
extent on the Company's taxable income as determined pursuant to
the Internal Revenue Code of 1986, as amended.
In becoming self-managed, the Company established a
Compensation Committee of its Board of Directors (the "Committee")
composed of four independent non-employee directors. The Committee
is responsible for approval of base compensation levels for the
executive officers of the Company, the establishment of an Annual
Incentive Bonus Plan for all executive officers and the
establishment of other Company paid benefit programs.
The Committee's membership includes individuals with extensive
experience in a number of financial services industry sectors,
i.e., banking, funds management, investment banking and brokerage
services. Accordingly, the Committee is aware of relevant levels
of compensation existent in the marketplace for executives with the
educational background, experience and training necessary to the
success of the Company. Using this experience, the Committee
established, simultaneously with the commencement of self-
management, base compensation levels for its executive officers,
including the CEO, which remained in effect until September 30,
1993. Effective October 1, 1993, the Board of Directors (together
with each of the members of the Committee), approved Management's
recommendation to reduce the CEO's compensation by 18% to take
account of the Company's performance, financial condition and as
part of a general effort to reduce operating expenses. Similarly,
effective October 1, 1993, the Board of Directors (together with
each of the members of the Committee) approved a reduction in the
base compensation of all other executive officers by 14% to 21% to
take account of the same considerations used in determining the
CEO's compensation. Such reductions continue for 1994.
Since its inception in 1988, the Company has maintained a
philosophy that compensation should be directly linked to
performance in the form of stockholder dividends. As a result of
this philosophy, the fees paid the prior third party manager were
heavily weighted to the level of taxable income which represents a
proxy for dividends.
The same philosophy has been maintained in regard to the
Company's Incentive Bonus Plans. The Committee approved during
1992 Incentive Bonus Plans that provide for incentive compensation
based upon 1) the achievement of taxable earnings levels and 2) the
achievement of other specific financial goals that provide for the
continued long-term success of the Company. The taxable earnings
portion of the Incentive Bonus Plan would have begun to pay bonuses
at a reasonable level of taxable income and reached its maximum
level at taxable income levels at or above historical performance
levels. Upon the consummation of certain securities offerings,
<PAGE>
amounts measured as a percentage of the dollar amount of securities
issued were to be made available in an additional bonus pool for
employees. For 1992, the achievement of historical taxable income
levels and the other specific financial goals could have resulted
in incentive bonus payments to executive officers of approximately
two-thirds of their base salaries. However, no incentive bonus
payments were made. The Committee did not adopt a bonus program
for 1993 based on taxable earnings. However, the program
established in 1992 based on specific financial goals remained in
effect for 1993 but no incentive bonus payments were made. The
Committee did not adopt an incentive bonus program for 1994.
Compensation Committee: Board of Directors:
James C. Chaplin IV, Chairman Richard R. Conte, Chairman
Edward S. Babbitt, Jr. Edward S. Babbitt, Jr.
Spencer B. Burke Joseph P. Berghold
Hay Walker IV Spencer B. Burke
James C. Chaplin, IV
Malcolm M. Prine
Ronald L. Temple
Hay Walker, IV
<PAGE>
Performance Graph
<TABLE>
<CAPTION>
Periods Ending (1)
9-22-88 1-15-89 1-12-90 1-14-91 1-13-92 1-15-93 1-24-94
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______________________________________________________________________________
RYMAC 100 79 89 113 186 107 28
LB Index 100 104 121 129 153 168 199
Peer Group (2) 100 78 58 76 121 58 36
S&P 500 100 106 126 116 154 162 175
<FN>
(1) The measurement dates of 1-15-89, 1-12-90, 1-14-91, 1-13-
92, 1-15-93 and 1-24-94 represent the Company's dividend
distribution date applicable in each case to the fourth
quarter of the prior fiscal year.
(2) The Company's Peer Group consists of three companies whose
primary business activities most closely resemble the
activities of the Company, i.e., investments in mortgage
derivative securities and mortgage related investments.
The three Peer Group Companies are: a) ASR Investment
Corporation (American Stock Exchange Symbol: ASR), b)
Homeplex Mortgage Investment Corporation (New York Stock
Exchange Symbol: HPX) and c) TIS Mortgage Investment
Corporation (New York Stock Exchange Symbol: TIS).
</TABLE>
Set forth above is a line graph comparing the cumulative total
stockholder return on the Company's Common Stock, based on the
market price of the Common Stock and assuming reinvestment of
dividends, with the cumulative total return of the Lehman Brothers
Long Maturity Treasury Index which measures the total return on all
U.S. Treasuries of 10-year maturity or longer ("LB Index"), the
Standard and Poor's 500 Stock Index ("S&P 500") and a three company
peer group representative of entities involved in similar
businesses to that of the Company. The graph assumes $100 invested
on September 22, 1988 (the Company's inception) in a) the weighted
Common Stock of the Peer Group members, b) the LB Index, c) the S&P
500 and d) the Company's shares. In each case the returns assume
reinvestment of all dividends. The Company's 1993 Proxy Statement
included a peer group of four companies. During 1993, one of the
peer companies (Asset Investors Corporation, New York Stock
Exchange: AIC) changed the nature of its business to a substantial
degree. As a result, that company was removed from the peer group
entirely. All peer group figures have been adjusted accordingly
beginning with 9-22-88.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS (Proposal No. 2)
The Board of Directors has appointed the firm of Kenneth
Leventhal & Company, which was engaged as the Company's auditor for
the period ended December 31, 1993, to audit the financial
statements of the Company for the year ending December 31, 1994.
A representative of Kenneth Leventhal & Company is expected to be
present at the Meeting and, if so, will have the opportunity to
make a statement if he or she desires to do so, and will be
available to respond to appropriate questions.
<PAGE>
In accordance with a resolution of the Board of Directors, the
appointment of auditors is being presented to the stockholders for
ratification at the Meeting. While ratification by stockholders of
this appointment is not required by law or the Company's Articles
of Incorporation or By-laws, management believes that such
ratification is desirable. In the event this appointment is not
ratified by a majority vote of stockholders, the Board of Directors
will consider that fact when it appoints independent certified
public accountants for the next fiscal year.
The Board of Directors recommends a vote FOR the proposal to
ratify the appointment of Kenneth Leventhal & Company.
OTHER MATTERS
The management of the Company and the Board of Directors know
of no matters to be brought before the Meeting other than as set
forth above. However, if any other matters are properly presented
to the stockholders for action, it is the intention of the
proxyholders named in the enclosed proxy to vote at 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
1995 Annual Meeting of Stockholders must be received in writing by
the Secretary of the Company prior to December 2, 1994.
BY ORDER OF THE BOARD OF DIRECTORS
Richard R. Conte
Chairman of the Board
and Chief Executive Officer
Dated: April 20, 1994
<PAGE>
This Proxy is Solicited by the Board of Directors
of RYMAC Mortgage Investment Corporation
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 25, 1994
The undersigned hereby appoints Richard R. Conte and Ronald L. Temple,
or either of them acting in the absence of the other, as proxies or proxy
for the undersigned, each with full power of substitution, to attend the
Annual Meeting of Stockholders of RYMAC Mortgage Investment Corporation to
be held at the Embassy Suites Hotel, 550 Cherrington Parkway, Coraopolis,
Pennsylvania 15108 on May 25, 1994, at 10:00 a.m. Eastern Daylight Time,
and any, adjournments or postponements thereof, and to vote, as designated
below, all the shares of Common Stock of RYMAC Mortgage Investment
Corporation held of record by the undersigned at the close of business on
April 8, 1994, with all the powers the undersigned would possess if he or
she were personally present at the Meeting. In their discretion, the
proxies are hereby authorized to vote upon such other business as properly
may come before the Meeting and any adjournments or postponements thereof.
Please specify your choice by clearly marking the appropriate box.
Unless otherwise specified, this proxy will be voted FOR Proposals 1 and 2.
<TABLE>
<CAPTION>
The Board of Directors recommends a vote FOR Proposal 1.
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1. Election of Directors:
[ ] For Nominees: Edward S. Babbitt, Jr. [ ] Withhold
Joseph P. Berghold
Spencer B. Burke
James C. Chaplin IV
Richard R. Conte
Malcolm M. Prine
Ronald L. Temple
Hay Walker IV
For the Nominees, except as indicated:
_____________________________________
__________________________________________________________________________
The Board of Directors recommends a vote FOR Proposal 2.
2. Ratification of Appointment of Independent Certified Public Accountants
[ ] FOR Ratification
[ ] AGAINST Ratification
[ ] ABSTAIN
(Please sign on the other side)
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<PAGE>
(REVERSE SIDE OF CARD)
THIS PROXY MUST BE SIGNED EXACTLY AS NAME(S) APPEARS HEREON. IF SHARES ARE
HELD JOINTLY, EACH STOCKHOLDER NAMED SHOULD SIGN.
PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS ON THE LEFT AND RETURN IN
THE ENCLOSED ENVELOPE PROMPTLY. IF ACTING AS EXECUTOR, ADMINISTRATOR,
TRUSTEE, GUARDIAN, ETC., YOU SHOULD SO INDICATE WHEN SIGNING. IF THE
SIGNER IS A CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME, BY DULY
AUTHORIZED OFFICER.
Dated: ____________________
Signature: ____________________
Signature: ____________________
