<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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)
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(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
RYMAC MORTGAGE INVESTMENT CORPORATION
100 North Fourth Street
Suite 813
P.O. Box 250
Steubenville, Ohio 43952
(800) 666-6960
April 18, 1996
To Our Stockholders:
You are cordially invited to attend the 1996 Annual Meeting of
Stockholders of RYMAC Mortgage Investment Corporation to be held at
the Airport Holiday Inn, 1406 Beers School Road, Coraopolis,
Pennsylvania 15108 on May 29, 1996, 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
Chairman of the Board
<PAGE>
RYMAC MORTGAGE INVESTMENT CORPORATION
100 North Fourth Street
Suite 813
P.O. Box 250
Steubenville, Ohio 43952
(800) 666-6960
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 29, 1996
---------------------
To Our Stockholders:
Notice is hereby given that the 1996 annual meeting of
stockholders of RYMAC Mortgage Investment Corporation (the
"Company") will be held on May 29, 1996 at 10:00 a.m., Eastern
Daylight time, at the Airport Holiday Inn, 1406 Beers School Road,
Coraopolis, Pennsylvania 15108, for the following purposes:
(1) to elect seven (7) directors to comprise the Company's
Board of Directors, each to serve a one-year term expiring
at the 1997 annual meeting of stockholders of the Company;
(2) to ratify the appointment of the firm of Ernst & Young LLP
as auditors for the Company for the year ending December
31, 1996; 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
17, 1996, 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 18, 1996
<PAGE>
RYMAC MORTGAGE INVESTMENT CORPORATION
100 North Fourth Street
Suite 813
P.O. Box 250
Steubenville, Ohio 43952
(800) 666-6960
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 29, 1996
---------------------
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 Airport Holiday Inn, 1406 Beers School Road,
Coraopolis, Pennsylvania 15108 on May 29, 1996 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 18, 1996.
GENERAL INFORMATION
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's stock transfer agent,
American Stock Transfer & Trust Co., New York, New York will
conduct proxy solicitations on the Company's behalf and receive
reimbursement for 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.
Voting Rights and Votes Required
Holders of shares of the Common Stock at the close of business
on April 17, 1996 (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 seven (7)
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.
Annual Report
The Company's 1995 Annual Report to Stockholders (including
financial statements for the year ended December 31, 1995), 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, 1995, which was filed with the Securities and Exchange
Commission on March 20, 1996, may be obtained by stockholders
without charge by writing to the Secretary of the Company, at P.O.
Box 250, Steubenville, Ohio 43952.
ELECTION OF DIRECTORS (Proposal No. 1)
The Board of Directors currently consists of seven (7)
members, all of whom were elected by the stockholders at the 1995
annual meeting of stockholders. Edward S. Babbitt, Jr., Joseph P.
Berghold, James C. Chaplin IV, Richard R. Conte, Malcolm M. Prine,
Ronald L. Temple and Hay Walker IV are the directors of the
Company.
Subsequent to the election of directors at the 1995 Annual
Meeting held on May 22, 1995, Spencer B. Burke resigned as a
director of the Company due to prohibitions of a new employer
regarding third party directorships. The Board determined not to
replace Mr. Burke on the Board of Directors and to maintain a seven
member Board of Directors. Mr. Burke, who had been Chairman of the
Audit and Compliance Committee, was replaced by Mr. Prine as
Chairman of such Committee, and Mr. Berghold was added as a
Committee member to fill the vacancy. Mr. Burke had also been a
member of the Compensation Committee. The Board determined to
allow the Compensation Committee to continue with three members,
i.e., Messrs. Babbitt, Chaplin and Walker.
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, Chaplin, Prine, Temple and Walker are the
Unaffiliated Directors.
During 1995, three regular and one special meetings of the
Board of Directors were held. The Company's Board of Directors
voted to reduce by 50% compensation paid for annual directors' fees
effective April 1993 and subsequently reduced compensation to $1
per annum effective April 1994. Such restrictions continue in
place currently. As a result, the Company's directors were
compensated on such basis during 1995.
Unaffiliated Directors continue to be reimbursed for
reasonable costs incurred in conjunction with attendance at all
such meetings. During 1995, 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, Special 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 1995, the Executive Committee held two meetings.
The members of the Audit and Compliance Committee are Messrs.
Berghold, 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 1995, the Audit and
Compliance Committee held one meeting.
The members of the Compensation Committee consist of Messrs.
Babbitt, Chaplin and Walker. The Compensation Committee is
responsible for 1) establishing base salary levels for the
executive officers of the Company, 2) formulating incentive
programs 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. The Compensation Committee held one meeting in 1995 and
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).
On November 28, 1995, the Board established a Special
Committee (i) to evaluate and negotiate with any third party in
connection with any proposal for a strategic transaction involving
the acquisition of or merger with a going concern and (ii) to make
a recommendation to the full Board of Directors concerning any such
transaction. The members of the Special Committee are Messrs.
Conte and Prine.
During 1995, each director attended at least 75% 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, seven (7) directors are to be elected by the
stockholders for a one-year term expiring at the 1997 annual
meeting of stockholders. Messrs. Babbitt, Berghold, 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, 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.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The directors and executive officers of the Company are as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name Age Position(s) Held
Edward S. Babbitt, Jr. 52 Director
Joseph P. Berghold 58 Director
James C. Chaplin IV 63 Director
Richard R. Conte 48 Chairman of the Board of
Directors;
Chief Executive Officer;
Principal Financial Officer
Myrna J. Lea 36 Vice President;
Secretary
Malcolm M. Prine 66 Director
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Name Age Position(s) Held
Ronald L. Temple 58 Director
Hay Walker IV 64 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 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 Chief Executive
Officer of International Home Products, Inc., an affiliate of
Frontenac Co. From May 1993 to December 1994, Mr. Berghold was
President of Home Fashions, Inc. and from May 1992 to March 1993,
he was employed as a consultant. 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.
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.
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. Prior 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 nine 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 H. H. Robertson (now
known as Robertson-Ceco).
Ronald L. Temple has been a director of the Company since its
organization. He is currently retired, and, upon his retirement,
he served as a consultant to the Company from July 1, 1994 to June
30, 1995. During such time period, Mr. Temple was paid consulting
fees of $50,000 and was awarded options on 50,000 shares of the
Company's Common Stock under the Company's Stock Option Plan on
September 29, 1994 at an exercise price of $0.75 per share,
exercisable until September 2004. From April 1, 1992 to June 30,
1994, he was 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 a
director of Dollar Finance, Inc. He is also a member of the
Pittsburgh Society of Financial Analysts 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.
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 and
the Company became self-managed effective April 1, 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 1995, the Company incurred
obligations to RYMAC IV aggregating $14,000 for such administrative
service.
OWNERSHIP OF COMMON STOCK
The table below sets forth, as of April 1, 1996, 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, 1996, more than five percent of
the outstanding shares of Common Stock.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name of Amount and nature of Percent of
beneficial owner beneficial ownership (1) class
Edward S. Babbitt, Jr. 6,185 *
Joseph P. Berghold 21,700(2) *
James C. Chaplin IV 1,045 *
Richard R. Conte 6,200(3) *
Malcolm M. Prine 31,011(4) *
Ronald L. Temple 18,827(5) *
Hay Walker IV 3,100(6) *
All directors, nominees
and executive officers
as a group (8 persons) 89,118 1.7%
</TABLE>
* 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
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 1,229 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.
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth
information with respect to the compensation on the Company's CEO
for 1993, 1994 and 1995.
Summary Compensation Table
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Securities
Name and Annual Compensation Underlying All Other
Principal Position Year Salary($) Options(2) Compensation(1)
__________________________________________________________________________________________
Richard R. Conte 1995 105,000 10,000 shares 3,150
(Chairman, CEO and 1994 108,500 150,000 shares 3,225
Principal Financial 1993 133,750 4,013
Officer)
</TABLE>
(1) 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.
(2) See Report of Compensation Committee and Board of Directors.
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
<S><C>
Potential Realizable
Individual Grants Value at
Assumed Annual Rates
of Stock Price
Percent Appreciation For
of Option Term (1)
Total
Options
Granted
No. of to Exercise
Securities Employees or
Underlying in Base Expir-
Options Fiscal Price ation
Name Granted (#) Year ($/Sh) Date 5% 10%
___________________________________________________________________________________________
Richard R. Conte 10,000 50.0% $1.50 05/22/05 $9,433 $23,906
</TABLE>
(1) Calculated as specified in Item 402(c)(2) of Regulation S-K.
1995 Option Exercises and Year-End Values
<TABLE>
<CAPTION>
<S><C>
Total Number of Total Value
Shares Underlying of Unexercised
Number of Unexercised In-the-Money
Shares Options Options
Acquired On Value Held at Held At
Name Exercise Realized December 31, 1995 December 31, 1995(1)
Exercis- Unexer- Exercis- Unexer-
able cisable able cisable
______________________________________________________________________________________________
Richard R. Conte 0 $ 0 60,000 100,000 $18,750 $37,500
</TABLE>
(1) Based on the closing price of the Common Stock of $1.125 on
December 29, 1995.
Report of Compensation Committee and Board of Directors
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. The Committee believes that the compensation
programs for the Company's two officers are adequate to maintain
the Company's current efforts to identify a value-building business
combination or initiate alternative investment activities.
In May of 1995, the Committee increased the base salaries of
the Company's two officers by 10% effective July 1, 1995 in
relation to such officers' successful efforts in substantially
reducing operating expenses and to reward efforts expended during
the Company's search for a business combination and alternative
investment strategies. Additionally, under the Company's Stock
Option Plan, the Committee awarded options on 20,000 shares on May
22, 1995 at an exercise price of $1.50 per share to the Company's
officers.
Compensation Committee: Board of Directors:
James C. Chaplin IV, Chairman Richard R. Conte, Chairman
Edward S. Babbitt, Jr. Edward S. Babbitt, Jr.
Hay Walker IV Joseph P. Berghold
James C. Chaplin, IV
Malcolm M. Prine
Ronald L. Temple
Hay Walker, IV
Performance Graph
<PAGE>
<TABLE>
<CAPTION>
P e r i o d s E n d i n g
<S> <C> <C> <C> <C> <C> <C>
Dec. 90 Dec. 91 Dec. 92 Dec. 93 Dec. 94 Dec. 95
_____________________________________________________________________________________________
RYMAC 100 177 101 26 21 24
TIS 100 141 70 39 39 33
S&P 500 100 130 140 154 156 215
LB Index 100 119 128 150 140 183
</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 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 peer company, TIS
Mortgage Investment Company ("TIS", New York Stock Exchange: TIS),
involved in a business similar to that of the Company. During
1995, TIS began an alternative investment activity involving the
acquisition of assets not comparable to those of the Company.
However, TIS continued to hold a substantial portfolio of assets
common to those of the Company. As the new investment activity of
TIS continues, comparisons with the Company in future years will be
inappropriate. The graph assumes $100 invested as of December 1990
in a) the Common Stock of TIS, 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.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS (Proposal No. 2)
The Board of Directors has appointed the firm of Ernst & Young
LLP, which was engaged as the Company's auditor for the period
ended December 31, 1995, to audit the financial statements of the
Company for the year ending December 31, 1996. A representative of
Ernst & Young LLP 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.
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 Ernst & Young LLP.
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
proxyholder named in the enclosed proxy to vote at his 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
1997 Annual Meeting of Stockholders must be received in writing by
the Secretary of the Company prior to December 6, 1996.
BY ORDER OF THE BOARD OF DIRECTORS
Richard R. Conte
Chairman of the Board
and Chief Executive Officer
Dated: April 18, 1996
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This Proxy is Solicited by the Board of Directors
of RYMAC Mortgage Investment Corporation
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 29, 1996
The undersigned hereby appoints Richard R. Conte as proxy for the
undersigned, with full power of substitution, to attend the Annual Meeting
of Stockholders of RYMAC Mortgage Investment Corporation to be held at the
Airport Holiday Inn, 1406 Beers School Road, Coraopolis, Pennsylvania 15108
on May 29, 1996, 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 17, 1996, with all the
powers the undersigned would possess if he or she were personally present
at the Meeting. In his discretion, the proxy is 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.
The Board of Directors recommends a vote FOR Proposal 1.
1. Election of Directors:
[ ] For Nominees: Edward S. Babbitt, Jr. [ ] Withhold Authority to
Joseph P. Berghold vote for all Nominees
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, Ernst &
Young LLP
[ ] FOR Ratification
[ ] AGAINST Ratification
[ ] ABSTAIN
(Please sign on the other side)
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(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: ____________________
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