<PAGE> 1
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
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MBf USA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Shefsky & Froelich Ltd., Suite 2500, 444 N. Michigan Ave., Chicago, IL 60611
Attn: Dennis B. O'Boyle
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[ ] 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:
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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 (set forth the amount on which the filing
fee is calculated and state how it was determined):
-------------------------------------------------------------------------
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 identifying 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:
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<PAGE> 2
MBf USA, INC.
500 PARK BOULEVARD, SUITE 1260
ITASCA, ILLINOIS 60143
===============================================================================
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
===============================================================================
To the Shareholders of MBf USA, INC.:
Notice is hereby given that a special meeting of shareholders (the
"Meeting" or the "Special Meeting") of MBf USA, Inc., a Maryland corporation
(the "Company"), will be convened at the offices of the Company, 500 Park
Blvd., Suite 1260, Itasca, Illinois 60143, on June 23, 1998 at 10:00 a.m.
Central Daylight Saving Time (the "Meeting Date"). All holders of Common Stock,
par value $.01 per share, and Series A Convertible Common Stock, par value $.01
per share of the Company (the "Shareholders") are entitled to attend the
Meeting. The Company is soliciting proxies, pursuant to the attached Proxy
Statement, for use at the Special Meeting on the Meeting Date. The Company
expects that a quorum will be present on the Meeting Date and that the
proposals to be considered by the Shareholders will be:
(1) To amend the Company's Articles of Incorporation in order to change
the name of the Company to WRP Corporation;
(2) To vote to approve an increase in the number of shares of Common
Stock which may be issued under the MBf USA, Inc. Amended and
Restated Omnibus Equity Compensation Plan ("Plan") and amend the
name of the Plan; and
(3) To transact any other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
Only Shareholders of record at the close of business on June 5, 1998, are
entitled to receive notice of the Meeting and to vote at the Meeting or any
adjournment or postponement thereof (the "Eligible Holders"). A list of
Eligible Holders will be available for inspection at the Company's office for
at least 10 days prior to the Meeting.
All Shareholders are cordially invited to attend the Special Meeting.
Those who cannot attend are urged to sign, date and otherwise complete the
enclosed proxy and return it promptly in the envelope provided. Any Shareholder
giving a proxy has the right to revoke it at any time before it is voted.
By order of the Board of Directors:
Edward J. Marteka
Itasca, Illinois President
June 5, 1998
<PAGE> 3
===============================================================================
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS OF
MBf USA, INC.
June 23, 1998
===============================================================================
This proxy statement (the "Proxy Statement") is furnished to all holders
of record as of the close of business on June 5, 1998 of Common Stock, par
value $.01 per share (the "Common Stock"), and Series A Convertible Common
Stock, par value $.01 per share (the "Series A Common Stock") (the
"Shareholders") of MBf USA, Inc., a Maryland corporation (the "Company"), in
connection with the solicitation of proxies by and on behalf of the Company's
Board of Directors (the "Directors" or the "Board") to be voted at a special
meeting of Shareholders (the "Meeting" or the "Special Meeting"). The Special
Meeting will be convened at the offices of the Company, 500 Park Blvd., Suite
1260, Itasca, Illinois, 60143 on June 23, 1998 at 10:00 a.m. Central Daylight
Saving Time (the "Meeting Date"), or any adjournment or postponement thereof.
This Proxy Statement, and the enclosed form of proxy are first being mailed or
otherwise delivered to Shareholders on or about June 6, 1998. Shareholders who
wish to attend the Meeting should contact the Company at (630) 285-9191 so that
arrangements can be made.
The Company expects that a quorum will be present on the Meeting Date and
that the proposals to be considered by the Shareholders will be:
(1) To amend the Company's Articles of Incorporation in order to change
the name of the Company to WRP Corporation;
(2) To vote to approve an increase in the number of shares of Common
Stock which may be issued under the MBf USA, Inc. Amended and
Restated Omnibus Equity Compensation Plan ("Plan") and amend the
name of the Plan; and
(3) To transact any other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
THE PROXIES SOLICITED BY THE COMPANY PURSUANT TO THIS PROXY STATEMENT ARE
SOLICITED FOR USE AT THE MEETING WHEN CONVENED ON THE MEETING DATE AND ANY
SUBSEQUENT ADJOURNMENTS AND MAY NOT BE USED FOR ANY OTHER PURPOSE, INCLUDING
THE DETERMINATION OF WHETHER A QUORUM IS PRESENT, PRIOR TO THE MEETING DATE.
THEREFORE, IT IS ANTICIPATED THAT THE BUSINESS OF THE COMPANY TO BE CONSIDERED
AT THE MEETING, WITH RESPECT TO WHICH PROXIES ARE SOLICITED PURSUANT TO THIS
PROXY STATEMENT, WILL BE ADDRESSED ON THE MEETING DATE.
The shares of Common Stock and/or the Series A Common Stock (the "Shares")
represented by properly executed proxies in the accompanying form received by
the Board of Directors on or before the Meeting Date will be voted at the
Meeting. The Shares not represented by properly executed proxies or held by
Shareholders who attend the Meeting will not be voted. Where a Shareholder
specifies a choice in a proxy with respect to any matter to be acted upon, the
Shares represented by the such proxy will be voted as specified. When a
Shareholder does not specify a choice, in any otherwise properly executed
proxy, with respect to any proposal referred to therein, the Shares represented
by such proxy will be voted with respect to the proposal in accordance with the
recommendations of the Board of Directors described herein. A Shareholder who
signs and returns a proxy in the accompanying form may revoke it by: (i) giving
written notice of revocation to the Assistant Secretary of the Company before
the proxy is voted at the Meeting on the Meeting Date; (ii) executing and
delivering a later-dated proxy; or (iii) attending the Meeting on the Meeting
Date and voting his or her Shares in person.
<PAGE> 4
Approval of proposals (1) and (2) above requires the affirmative vote of
the holders of at least a majority of all outstanding shares of Common Stock
and Series A Common Stock, with the holders of Common Stock and Series A Common
Stock voting together as a single class. Shares represented at the Meeting as
the result of proxies marked "abstain" will be counted for purposes of
determining the existence of a quorum at the Meeting, but will not be voted.
Shareholders have no cumulative voting rights. Shares held by brokers will not
be considered entitled to vote on matters as to which the brokers have not
received authority to vote from beneficial owners.
It is not anticipated that matters other than those set forth in the
Notice of Special Meeting, as described herein, will be brought before the
Meeting for action. If any other matters properly come before the Meeting, it
is intended that votes thereon will be cast pursuant to said proxies in
accordance with the best judgment of the proxy holders.
RECORD DATE
The close of business on June 5, 1998 has been fixed by the Board of
Directors of the Company as the record date (the "Record Date") for the
determination of Shareholders entitled to receive notice of, and to vote at,
the Meeting. Each outstanding share of Common Stock and Series A Common Stock
is entitled to one (1) vote on all matters herein. On the Record Date, the
Company had outstanding 5,649,825 shares of Common Stock and 1,252,538 shares
of Series A Common Stock. Only Shareholders of record as of the Record Date
will be entitled to vote at the Meeting or any adjournment thereof. A quorum,
consisting of the holders of at least a majority of all issued and outstanding
Shares eligible to vote, must be present, in person or by proxy, at the Meeting
for valid Shareholder action to be taken at the Meeting or any adjournment
thereof.
EXPENSES OF SOLICITATION
The expenses of this solicitation of proxies will be borne by the Company,
including expenses in connection with the preparation and mailing of this Proxy
Statement and all documents which now accompany or may hereafter supplement it.
The Company anticipates the total cost of this proxy solicitation to be
$10,000.00. Solicitations will be made only by the use of the mails, except
that, if deemed desirable, officers and regular employees of the Company may
solicit proxies by telephone, telegram, facsimile, or personal calls. Officers
and regular employees of the Company will not be paid additional compensation
for soliciting proxies. It is contemplated that brokerage houses, custodians,
nominees, and fiduciaries will be requested to forward the proxy soliciting
material to the beneficial owners of the Common Stock held of record by such
persons and that the Company will reimburse them for their reasonable expenses
incurred in connection therewith.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock and Series A Common Stock as
of May 15, 1998 by: (i) each Director of the Company who beneficially owns
Common Stock or Series A Common Stock; (ii) each Executive Officer of the
Company; (iii) each person that is known by the Company to beneficially own in
excess of five percent of the outstanding shares of its Common Stock and Series
A Common Stock; and (iv) all Directors and Executive Officers, as a group.
Except as otherwise indicated in the footnotes to the table, the Shareholders
named below have sole voting and investment power with respect to the shares of
Common Stock and Series A Common Stock beneficially owned by them.
2
<PAGE> 5
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF TOTAL VOTING
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP STOCK(5)
- -------------- ------------------------ -------------------- --------
<S> <C> <C> <C> <C>
Series A Common Stock Wembley Rubber Products (M) Sdn. Bhd.(1) 1,252,538 18.3%
Common Stock Wembley Rubber Products (M) Sdn. Bhd.(1) 2,500,000 36.5%
Common Stock MBf International Ltd.(2) 1,682,275(4) 24.5%
Common Stock Heng Sewn Loi 47,334(3)
Common Stock Heng Sewn Loi 12,824 60,158 *
-------
Common Stock Edward J. Marteka 51,000(3)
Common Stock Edward J. Marteka 14,500 65,500 *
-------
Common Stock George Jeff Mennen 5,000(3) *
Common Stock Robert J. Simmons 5,000(3) *
Common Stock Don L. Arnwine 5,000(3) *
Common Stock Robert C. Carter 7,000(3)
Common Stock Robert C. Carter 3,000 10,000 *
-------
Common Stock Total Executive Officers & Directors 120,334(3)
as a group (9 persons) 30,324 150,658 2.2%
-------
</TABLE>
*Represents less than 1%
(1) Wembley Rubber Products (M) Sdn. Bhd. ("WRP") is located at 28th Floor,
Wisma Denmark, 86, Jalan Ampang, 50450, Kuala Lumpur, Malaysia.
(2) MBf International Ltd. is located at 17th Floor, One Pacific Place, 88
Queensway, Hong Kong. MBf International Ltd. is a wholly-owned subsidiary
of MBf Holdings Sdn. Bhd., a publicly-traded Malaysian company. The owners
of more than 5% of the shares of MBf Holdings Sdn. Bhd. are the Estate of
Tan Sri Dato (Dr.) Loy Hean Heong and MBf Land Bhd. which own 27.2% and
9.6%, respectively, of the issued capital.
(3) Represents shares to be issued upon exercisable options granted under the
Company's Omnibus Equity Compensation Plan.
(4) On March 31, 1998, WRP entered into a call and put option agreement with MBf
International whereby WRP had the right to purchase up to 50% of the
1,682,275 shares of the Company's Common Stock owned by MBf International
for $6.00 per share for the one year period beginning March 31, 1999, and
MBf International had the right to sell to WRP up to 1,682,275 shares for
$5.00 per share over the same one year period.
(5) Percent of class is based upon the combined number of shares of Series A
Common Stock and Common Stock outstanding on May 15, 1998.
MATTER TO BE CONSIDERED BY SHAREHOLDERS
1. AMENDMENT OF ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
The Board of Directors has approved and recommended to Shareholders the
adoption of an amendment to the Company's Articles of Incorporation to change
the name of the Company to WRP Corporation. In the event that Shareholders
approve this amendment to the Company's Articles of Incorporation, the Board of
Directors will cause to be filed the necessary documents with the Secretary of
State of Maryland and all other jurisdictions where such documents are required
to be filed.
The Company is submitting this proposal to the Shareholders for the change
of name to reflect the corporate identity and ownership of WRP in the Company.
The change of name is also in line with the provision contained in the Sale and
Purchase Agreement (the "Agreement") dated May 20, 1997 between the Company and
WRP wherein the Company agreed to change its name within 90 days of the closing
of the Agreement.
The proposed amendment to the Company's Articles of Incorporation would
not affect, in any way, the validity or transferability of the Company's stock
certificates presently outstanding, and the Shareholders would not be required
3
<PAGE> 6
to surrender or exchange any certificates now held by them. The proposed
amendment would not affect in any way the capital or corporate structure of the
Company.
RECOMMENDATION OF THE BOARD: THE FOLLOWING RESOLUTION WILL BE PRESENTED
FOR A VOTE OF THE SHAREHOLDERS AT THE SPECIAL MEETING OF SHAREHOLDERS AND THE
BOARD OF DIRECTORS RECOMMENDS THAT IT BE APPROVED:
RESOLVED, the Company's Articles of Incorporation be amended
to change the name of the Company to WRP Corporation.
The affirmative vote of a majority of the votes cast by Shareholders
present in person or by proxy and eligible to vote at the Meeting, a quorum
being present, is required for the adoption of the foregoing resolution.
2. APPROVAL OF AN INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK WHICH MAY
BE ISSUED UNDER THE MBf USA, INC. AMENDED AND RESTATED OMNIBUS EQUITY
COMPENSATION PLAN AND TO CHANGE THE NAME OF THE PLAN
The purpose of the MBf USA, Inc. Amended and Restated Omnibus Equity
Compensation Plan (the "Plan") is to encourage ownership of Common Stock by the
Company's key employees, directors and agents in order to attract such persons,
to induce such persons to remain in the employ of or act on behalf of the
Company or its affiliates, and to provide additional compensation for such
persons to promote the success of the Company or its affiliates. Key employees
include, but are not limited to, employees who are also officers or directors
of the Company or its affiliates.
The decision to grant options and to issue restricted and non-restricted
stock grants to these individuals is intended to reward them for their services
to the Company without burdening the Company with significant increases in
direct compensation. The Company's directors and key employees have been
endeavoring to reach the Company's objective of increasing the Company's share
of and profitability within the examination glove market. Through their
efforts, the Company believes that significant progress has been made toward
this objective. The Board believes that the ability to achieve this objective
is best served by the alignment of the financial success of the Company's
directors, key employees and agents with that of its shareholders.
Shareholder approval of this amendment to the Plan is sought to continue
to qualify the Plan under Rule 16b-3 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and thereby render certain transactions under the
Plan exempt from certain provisions of Section 16 of the Exchange Act.
As of May 15, 1998, the Company has granted options and issued restricted
and non-restricted stock grants for 271,016 shares of Common Stock available
for issuance under the Plan, of which options to purchase 71,558 shares have
already been exercised. The Board has authorized an increase of 1,000,000
shares of Common Stock for issuance under the Plan, for a total of 1,400,000
shares. The Board believes that it is in the best interests of the Company and
the Shareholders to: (i) increase the number of shares of Common Stock which
may be issued under the Plan in order to continue to attract key persons to the
Corporation and reward them for their efforts; and (ii) amend the name of the
Plan to reflect the proposed new name of the Company. With the exception of
increasing the number of shares of Common Stock which may be issued under the
Plan, and amending the name of the Plan, the Board is not seeking Shareholder
approval of any other provisions of the Plan. Therefore, the Board recommends
that the Shareholders vote to increase the number of shares of Common Stock
which may be issued under the Plan, and to amend the name of the Plan.
General
The Plan grants the Board authority to issue options to purchase, and make
restricted or non-restricted stock grants for up to 400,000 shares (to be
increased to 1,400,000 shares) of Common Stock and any other stock or security
resulting from adjustments or substitutions as described in the Plan. The
Common Stock will be reserved and available for purchase upon the exercise of
options and issuance of restricted or non-restricted stock grants granted under
the Plan.
4
<PAGE> 7
The Plan provides for the issuance of incentive options under Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), and nonstatutory
options which are not intended to be incentive stock options under Section 422
of the Code. The decision as to whether incentive options or nonstatutory
options will be issued to recipients is solely within the discretion of the
Board. The Board will administer the Plan and have the authority to determine,
among other things, the individuals to be granted incentive options or
nonstatutory options, the exercise price at which the Common Stock may be
acquired, the number of shares subject to each option and the exercise period
of each option. The Board will also be authorized to construe and interpret
the Plan and to prescribe additional terms and conditions of exercise in option
agreements and provide the form of option agreement to be utilized with the
Plan.
Incentive options terminate not more than ten years from the date of
grant; however, such options terminate not more than five years from the date
of grant if such options are required to have an exercise price of at least
110% of fair market value. Nonstatutory options terminate not more than eleven
years from the date of grant.
Options will not be transferable except by will or by the laws of descent
and distribution, and are exercisable during an optionee's lifetime only by the
optionee or the appointed guardian or legal representative of the optionee.
The Plan requires the optionee to pay, at the time of exercise, for all
shares acquired on exercise in cash or other forms of consideration acceptable
to the Board.
If the Corporation declares a stock dividend, splits its stock, combines
or exchanges its Common Stock, or engages in any other transactions which
result in a change in capital structure, such as a merger, consolidation,
dissolution, liquidation or similar transaction, the Board may adjust or
substitute, as the case may be, the number of shares of Common Stock available
for issuance upon exercise of options granted under the Plan, the number of
shares covered by outstanding options, the exercise price per share of
outstanding options, any target price levels for vesting of the options and any
other characteristics of the options as the Board deems necessary to equitably
reflect the effects of those changes on the option holders.
As of May 15, 1998, the Company has granted options and issued restricted
and non-restricted grants of Common Stock for a total of 271,016 shares under
the Plan. Included in the count are options to purchase 59,648 shares granted
to directors of the Company and options to purchase, and issuance of restricted
and non-restricted grants for 211,368 shares granted to other employees or
agents of the Company.
The option or grants made pursuant to the Plan may contain such provisions
as the Compensation Committee of the Board of Directors shall determine,
including vesting provisions and exercise price, as to options, and
restrictions, as to grants of Common Stock.
Aggregated Option Exercises in Fiscal 1997 and Fiscal Year-End Option Values
The following table provides information on option exercises during the
year ended December 31, 1997 by the Company's executive officers and the value
of each such party's unexercised options as of December 31, 1997.
<TABLE>
<CAPTION>
==================================================================================================
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at 12/31/97 at 12/31/97 (1)
- --------------------------------------------------------------------------------------------------
Share
Acquired Value
on Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Heng Sewn Loi 0 0 51,666 3,334 $56,600 $717
- --------------------------------------------------------------------------------------------------
Edward J. Marteka 0 0 51,666 3,334 $56,600 $717
==================================================================================================
</TABLE>
(1) Based upon value of Common Stock of $3.875 per share at close of business
on December 31, 1997.
5
<PAGE> 8
Discussion of Federal Income Tax Consequences
The following summary of tax consequences is not comprehensive and is
based on laws and regulations in effect on June 5, 1998. These laws and
regulations are subject to change on a retroactive basis.
The grant of a nonqualified option under the Plan is not a taxable event
and the Company is not entitled to a deduction upon such grant. Upon exercise
of a nonqualified option, participants will be taxed at ordinary income rates
on the difference between the exercise price of the option and the fair market
value of the Common Stock issued pursuant to such exercise. Fair market value
generally will be determined on the date of exercise (or in the case where a
sale of property could subject a transferor to suit under Section 16(b) of the
Securities Exchange Act of 1934, the later of the date of exercise and the date
which is six months and one day after the date on which the option was granted,
unless the participant elects to be taxed based on the fair market value at the
date of exercise). The Company will receive a corresponding deduction for the
amount of income recognized by a participant upon exercise of an option in the
same year the participant recognizes income in connection with the exercise of
an option. The participant, generally, will have a tax basis for the Common
Stock acquired equal to the fair market value of the Common Stock at the date
of exercise. Any gain or loss realized upon the subsequent sale of the Common
Stock issued upon exercise of a nonqualified option will be taxed at either
long-term or short-term capital gain (or loss) rates, depending on the selling
stockholder's holding period. The subsequent sale would have no tax
consequences for the Company.
The recipient of an incentive stock option generally will not recognize
any income upon its grant or upon its exercise if no disposition of the Common
Stock received upon exercise is made within two years from the date of grant or
within one year after the acquisition of the Common Stock. The excess of the
fair market value of the Common Stock over the exercise price of the Common
Stock received upon the exercise of an incentive stock option, however, is a
tax preference item in the year of exercise which may subject the recipient to
an alternative minimum tax. Upon a subsequent sale of Common Stock acquired
pursuant to exercise of an incentive stock option, if the foregoing holding
periods are met, the recipient will recognize a long-term capital gain upon the
difference between the sale price and the exercise price, and the Company will
receive no deduction from taxable income. If these holding periods are not
met, the recipient generally will realize ordinary income to the extent of the
difference between the exercise price and the fair market value of the Common
Stock on the date the option is exercised. However, if the disposition is by a
sale or exchange at a price less than the fair market value of the Common Stock
on the date of exercise, then, in general, the amount of ordinary income is
limited to the gain recognized on such sale or exchange. If the sale price
exceeds the fair market value of the Common Stock on the date of exercise, such
excess will be a long-term or short-term capital gain, depending on the
employee's holding period for the Common Stock being sold. The Company will
have a deduction in an amount equal to the ordinary income recognized by the
optionee.
RECOMMENDATION OF THE BOARD: The Board recommends that the Shareholders
concur in the following resolution which will be presented for a vote of the
Shareholders at the Special Meeting:
RESOLVED, that the MBf USA, Inc. Amended and Restated Omnibus
Equity Compensation Plan be amended to: (i) increase the number of
shares of Common Stock which may be issued under such plan from
400,000 shares to 1,400,000 shares; and (ii) be renamed the "WRP
Corporation Amended and Restated Omnibus Equity Compensation
Plan."
The affirmative vote of a majority of the votes cast by Shareholders
present in person or by proxy and eligible to vote at the Meeting, a quorum
being present, is required for the adoption of the foregoing resolution.
REQUESTS FOR DOCUMENTS
Any requests for documents or other information should be directed to the
Company's Controller, Robert Carter, at (630) 285-9191. The Company will
forward such documents, via first class mail, upon receipt of a Shareholder's
written request therefor.
6
<PAGE> 9
OTHER MATTERS
As of the date of this Proxy Statement, no business, other than that
discussed above, is to be acted upon at the Meeting. If other matters not known
to the Board of Directors should, however, properly come before the Meeting,
the persons appointed by the signed proxy intend to vote it in accordance with
their best judgment.
MBf USA, INC.
By Order of the Board of Directors
Edward J. Marteka
President
Itasca, Illinois
June 5, 1998
===============================================================================
YOUR VOTE IS IMPORTANT. THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. PLEASE PROMPTLY
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE.
===============================================================================
345248
7
<PAGE> 10
PROXY CARD
MBf USA, INC.
500 PARK BOULEVARD, SUITE 1260, ITASCA, ILLINOIS 60143-2639
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Edward J. Marteka and Robert Carter and
each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote all the shares of Common Stock
or Class A Common Stock of MBf USA, Inc. (the "Company"), a Maryland
corporation, held of record by the undersigned, at a Special Meeting of
Shareholders ("Meeting") to be held on June 23, 1998, or any adjournments or
postponements thereof, as hereinafter specified on the matters as more
specifically described in the Company's proxy statement and in their discretion
on any other business that may properly come before the Meeting.
1. Proposal to amend the Company's Articles of Incorporation in order to
change the name of the Company:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. Proposal to amend the MBf USA, Inc. Amended and Restated Omnibus
Equity Compensation Plan to increase the number of shares which may be
issued thereunder and to amend the name of the Plan:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner designated
herein by the undersigned shareholder. If no designation is made, the Proxy
will be voted FOR the above Proposals.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
DATED: , 1998
---------------------------
---------------------------------------
(Signature)
By:
------------------------------------
(Signature if held jointly)
Please sign as name appears hereon.
When shares are held jointly, 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 president or
other authorized officer. If a
partnership, please sign in partnership
name by authorized partner.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ITEMS 1 AND 2.
