NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 10, 1995
TO THE STOCKHOLDERS OF MERCURY FINANCE COMPANY:
The Annual Meeting of Stockholders of Mercury Finance Company will be held on
Monday, April 10, 1995 at 10:00 A.M., local time, at Harris Trust and Savings
Bank, 111 West Monroe Street, 8th Floor, Chicago, Illinois, for the following
purposes:
1. To elect nine (9) directors for the ensuing year or until their successors
are elected and qualified.
2. To transact such other business as may properly come before the meeting or
adjournments thereof.
The close of business on February 28, 1995 has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Annual Meeting or any adjournment thereof.
A Proxy is provided herewith and it is important that your stock be represented
at the meeting, regardless of the number of shares you may hold. Please sign,
mark, date and return the enclosed Proxy in the enclosed envelope as soon as
possible. You are cordially invited to attend the meeting and should you do
so, you may withdraw your Proxy and vote in person if you so desire.
By Order of the Board of Directors
JAMES A. DOYLE
Secretary
March 10, 1995
<PAGE>
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 10, 1995
The accompanying Proxy is solicited by the Board of Directors of Mercury
Finance Company ("Company") for use at the Annual Meeting of Stockholders to
be held on Monday, April 10, 1995 at 10:00 A.M., local time, at Harris Trust
and Savings Bank, 111 West Monroe Street, 8th Floor, Chicago, Illinois. Only
stockholders of record at the close of business on February 28, 1995 will be
entitled to notice of, and to vote at, the Annual Meeting. On the record date,
the Company had 114,233,650 shares of common stock, par value $1.00 per share
("Company Common Stock"), issued and outstanding and entitled to vote.
Each share of Company Common Stock entitles its holder to one vote, exercisable
in person or by proxy, on each matter that may properly come before the Annual
Meeting. In the absence of specific instructions to the contrary, Proxies
received by the Company will be voted in accordance with the recommendations
made herein with respect to the proposals described in this Proxy Statement. A
Proxy may be revoked at any time before it is voted. This may be done prior to
the meeting by written revocation sent to the Secretary of the Company at the
office of the Company, 40 Skokie Boulevard, Suite 200, Northbrook, Illinois
60062; or it may be done personally upon oral or written request at the Annual
Meeting. Attendance at the Annual Meeting will not in and of itself operate to
revoke a Proxy. The Company will bear all of the costs of the solicitation of
Proxies for use at the Annual Meeting. In addition to the use of the mails,
Proxies may be solicited personally by officers or employees of the Company by
telephone, telegraph, or telefax.
A copy of the Company's 1994 Annual Report, including financial statements, is
being supplied to each stockholder herewith. This Proxy Statement and the
enclosed Proxy are being sent to stockholders on or about March 10, 1995.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, with respect to Company Common Stock (the only
class of Company voting securities), the only persons or entities known to be
the beneficial owner of more than five percent of the Company's voting
securities as of February 28, 1995, as determined from information provided to
the Company:
<TABLE>
<CAPTION>
Number of Shares
and Nature of Percent
Name and Address Beneficial Ownership of Class
<S> <C> <C>
The Honorable Daniel J. Terra
990 Skokie Boulevard
Northbrook, Illinis 60062 18,263,365 16.0%
</TABLE>
The following table sets forth, with respect to Company Common Stock (the only
class of equity secruities of the Company beneficially owned by the following
persons), shares beneficially owned as of February 28, 1995 by (i) all directors
and nominees, (ii) the Company's Chief Executive Officer and (iii) each of the
Company's five other most highly compensated executive officers.
<TABLE>
<CAPTION>
Nominees/Directors: Beneficial Shares Owned Unexercised Total Percent
Before Exercisable Options of Class
Stock Options <F1> Exercisable in
60 days
<S> <C> <C> <C> <C>
John N. Brincat 1,606,056 <F2> 2,436,666 4,042,722 3.5%
Dennis H. Chookaszian 1,000 13,333 14,333 *
William C. Croft 505,792 13,333 519,075 *
Clifford R. Johnson 360,957 <F3> 42,136 403,093 *
Andrew McNally IV 253,022 13,333 266,355 *
Bruce I. McPhee 202,173 13,333 215,506 *
Fred G. Steingraber 4,000 13,333 17,333 *
The Honorable Daniel J.
Terra 20,263,365 <F4> 0 20,263,365 16.0%
Philip J. Wicklander 98,127 13,333 111,460 *
OTHER EXECUTIVE OFFICERS
James A. Doyle 519,214 233,847 753,061 *
Charley A. Pond 1,333 133,147 134,480 *
Richard P. Bosson 29,170 12,000 41,170 *
John J. Pratt 10,244 72,447 82,691 *
* Less than one percent.
<FN>
<F1>
Nature of beneficial ownership of securities is direct unless otherwise
indicated by footnote. Beneficial ownership as shown in the table arises from
sole voting power and sole investment power unless otherwise indicated by
footnote.
<F2>
Includes 20,781 shares held jointly with Mr. Brincat's wife.
<F3>
Includes 144,656 shares held by Mr. Johnson's wife, as to which Mr. Johnson
disclaims beneficial interest.
<F4>
Excludes 4,000,000 shares held by the Terra Foundation for the Arts, of which
Mr. Terra is Chairman. Mr. Terra disclaims beneficial interest.
</FN>
</TABLE>
<PAGE>
ELECTION OF DIRECTORS
It is intended that the share represented by the enclosed Proxy will be voted,
unless votes are withheld in accordance with the instructions contained in the
Proxy, for the election as directors of the 9 nominees named below. Each
director elected will hold office until the next annual election of directors or
until a successor is elected and qualified. In the event that any Nominee for
director should become unable to serve, which is not anticipated, the Board of
Directors, at its discretion, may designate substitute nominees, in which event
such shares will be voted for such substitute nominees. Provided that a quorum
is present, the affirmative vote of a plurality of the shares of Company Common
Stock present at the meeting in person or by proxy is required for the election
of each director.
INFORMATION CONCERNING NOMINEES
<TABLE>
<CAPTION>
Principal Occupation for
Name of Nominee Position With Last Five Years and
for Director Age the Company Directorships
<S> <C> <C> <C>
John N. Brincat 58 Director, President and President and Chief Executive Officer of the
Chief Executive Officer Company. Formerly Chairman of the Board
since 1989. and Chief Executive Officer of First Illinois
Finance Company (the Company's predecessor)
from 1985 to 1989. Also a Director of Bank
One, Chicago, N.A..
Dennis H. Chookaszian 51 Director since 1993. Chairman and Chief Executive Officer of CNA
Insurance Companies since 1992. President and
Chief Operating Officer of CNA from 1990 to
1992. Vice President and Chief Financial
Officer of CNA prior to 1990.
William C. Croft 77 Director since 1989. Chairman of the Board, Clements National
Company (manufacturer of electrical products).
Also a director of Methode Electronics, Inc. and
United Trust, Inc.
Clifford R. Johnson 71 Director since 1989. Consultant since 1986, after retirement as
Executive Vice President, Jewel Companies,
Inc. and American Stores Properties, Inc. and
American Stores Properties, Inc. (retail food
and drug stores).
<PAGE>
Andrew McNally IV 55 Director since 1989. Chairman, Chief Executive Officer and
Director, Rand McNally & Co. (printer and
publisher). Also a director of Hubbell, Inc.,
Zenith Electronics Corporation and Latin
American Discovery Fund.
Bruce I. McPhee 50 Director since 1993. Vice Chairman of Kimball Homes, Inc. since
1993. President and Chief Executive Officer of
Illinois Banc One Corporation from 1992 to
1993. President and Chief Executive Officer of
First Illinois Corporation from 1989 to 1992.
Also a director of Bank One, Chicago, N.A..
Fred G. Steingraber 56 Director since 1993. Chairman, Chief Executive Officer and
Director, A.T. Kearney, Inc. Director of
Maytag Corporation, the Southeastern Thrift
and Bank Fund and Lawter International.
The Honorable Daniel
J. Terra 83 Director and Chairman of Chairman, Chief Executive Officer and
the Board since 1989. Director, Lawter International, Inc. (printing
ink vehicles and resin manufacturing).
Philip J. Wicklander 56 Director since 1989. President and Chief Executive Officer of
Wicklander Printing Corporation
</TABLE>
DIRECTOR COMPENSATION
The compensation of Directors is based upon standard fee arrangements for the
Company which provide for non-management directors' fees consisting of an annual
annual retainer of $3,000 payable quarterly, plus an attendance fee of $200
for each board and committee meeting of the Company attended.
The Company has a Deferred Compensation Plan for Directors ("Deferred
Compensation Plan"). Pursuant to the provisions of the Deferred Compensation
Plan, any director of the Company may elect to defer all or any portion of the
compensation due him as a director. Interest shall be computed on and credited
to any deferred compensation at the prevailing market rate for 6 month
Individual Retirement Account Certificates of Deposit. The rate is adjusted on
January 1 and July 1 each year. Payments of the amount of deferred
compensation and inerest earned thereon shall commence as of the first day in
May after a director ceases to be a director of the Company. Payment may be
made in a lump sum or in any number of installments (maximum of 5 annually),
equal or otherwise, as the Executive Committee shall determine. Directors
Croft, McNally, Wicklander and Johnson have elected to defer their
compensation.
<PAGE>
BOARD COMMITTEES
The Board of Directors of the Company has standing Executive, Audit, Personnel
and Compensation, and Nominating Committees.
The Executive Committee held two meetings during 1994. The functions of the
Committee are to exercise all powers and authority of the Board of Directors in
the management and affairs of the Company during the interval between meetings
of the Board of Directors. Directors Brincat, Croft, Terra and Wicklander are
members of the Executive Committee.
The Audit Committee held two meetings during 1994. The functions of the
Committee are to review the audit schedule and results of audits performed by
internal auditors, meet with and review results of audits of the Company and
its subsidiaries performed by the independent public auditors, and recommend
the selection of independent public auditors. Directors Johnson, McNally,
Steingraber and Wicklander are members of the Committee.
The Personnel and Compensation Committee held one meeting during 1994. The
functions of the Committee are to recommend to the Board of Directors salaries
and bonuses of all executive officers, oversee the Company's compensation,
incentive and employee benefit programs, and administer the Company's
retirement, incentive compensation and stock option plans. The Committee also
reviews other personnel matters as may be appropriate and makes recommendations
to the Board of Directors. Directors Chookaszian, Johnson, McPhee and Terra
are members of the Committee.
The Nominating Committee held one meeting during 1994. The functions of the
Committee are to consider nominees to the Board of Directors from names
recommended by stockholders and to nominate persons to be elected to the Board
of Directors at the annual meeting of stockholders or when vacancies are to be
filled. The Committee also reviews and recommends to the Board of Directors
changes in compensation of directors. Directors Brincat, Croft and Terra are
members of the Committee.
The Nominating Committee will consider nominees to the Board of Directors
recommended by the stockholders. Any such nominations should be submitted in
writing to the Chairman of the Company and should be accompanied by a biography
of the nominee. Stockholders are entitled to nominate individuals at the
Annual Meeting.
The Board of Directors of the Company held six meetings during 1994. All
Directors attended at least 75 percent of the aggregate of the total number of
meetings of the Board of Directors of the Company and the total number of
meetings held by any committee of the Board on which such directors served.
<PAGE>
EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table sets forth information regarding cash compensation paid by
the Company for services rendered in all capacities to the Company and its
subsidiaries during its last fiscal year by each of the five most highly
compensated current executive officers of the Company to whom the total cash
compensation exceeded $100,000.
The columns on this table are the only items applicabled to the named
executives. No other compensation, incentive payments, stock awards or stock
options were paid, earned or awarded to any of the named executives.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation
# of
Stock
Name and Base Option All Other
Principal Position Year Salary Bonus Grants Compensation <F5>
<S> <C> <C> <C> <C> <C>
John N. Brincat 1994 $300,000 $1,438,670 0 $9,240
President and Chief 1993 251,689 1,250,000 2,650,000 <F6> 8,994
Executive Officer 1992 238,292 865,000 400,000 6,546
James A. Doyle 1994 148,617 120,000 5,000 8,557
Senior Vice President 1993 141,862 100,000 30,000 8,152
Controller & Secretary 1992 135,608 70,000 42,666 5,855
Charley A. Pond 1994 140,324 30,000 3,500 8,240
Vice President, 1993 133,896 25,000 10,000 7,854
Treasurer and Chief 1992 129,211 19,000 13,333 5,691
Financial Officer
Richard P. Bosson 1994 95,839 80,000 5,000 5,390
Vice President 1993 89,907 75,000 12,000 5,035
Operations 1992 83,192 60,000 32,000 3,496
John J. Pratt 1994 95,596 80,000 5,000 5,376
Vice President 1993 80,885 75,000 12,000 4,494
Operations 1992 72,712 50,000 19,999 4,033
<FN>
<F5>
Represents the Company matching contribution to the 401K Plan.
<F6>
Mr. Brincat, under the terms of his contract which was approved by the
Shareholders, received a stock option grant of 2,500,000 options dated December
10, 1993 at a price of $17.375 per share which was the market price on the date
of the grant. The options are exercisable in increments of 500,000 per year
contingent upon the Company attaining a 20% increase in earnings per share each
year during the term of his contract. Mr. Brincat also received a stock option
grant of 150,000 options during 1993.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OPTIONS GRANTED IN THE LAST FISCAL YEAR
Potential
Realizable Value at
% of Total <F8> Assumed Annual Rates
<F7> Options Granted Exercise of Stock Appreciation
Options to Employees in Price per Expiration for Option Term <F9>
Granted Fiscal Year Share Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
John N. Brincat 0 0% $0 0 $0 $0
James A. Doyle 5,000 .86 15.00 Apr 5, 2004 47,250 119,250
Charley A. Pond 3,500 .60 15.00 Apr 5, 2004 33,075 83,475
Richard P. Bosson 5,000 .86 15.00 Apr 5, 2004 47,250 119,250
John J. Pratt 5,000 .86 15.00 Apr 5, 2004 47,250 119,250
<FN>
<F7>
During 1994 there was only one option grant per named executive officer.
<F8>
Options were granted at the market price of the stock at the date of grant.
<F9>
The dollar amounts under these columns are the result of calculations at the 5%
and 10% rates required by the SEC and, therefore are not intended to forecast
possible future appreciation of the stock price.
<F10>
The Company did not grant any SAR's in 1994.
<F11>
Options vest 2 years from date of grant and are not transferable.
</FN>
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR AND YEAR END OPTION VALUES --
1994
Value of
Shares Number of Unexercised Unexercised In-the-Money
Acquired Value Options at Year End Options at Year End
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable <F12>
<S> <C> <C> <C> <C> <C> <C>
John N. Brincat 0 0 2,436,666 2,000,000 $11,637,828 0
James A. Doyle 0 0 233,847 5,000 1,552,728 0
Charley A. Pond 0 0 133,147 3,500 1,161,847 0
Richard P. Bosson 21,333 181,864 44,000 5,000 100,800 0
John J. Pratt 0 0 72,447 5,000 400,111 0
<FN>
<F12>
Stock options which were granted in 1994 were all granted at a price greater
than the market value of the Company's stock on December 31, 1994.
</FN>
</TABLE>
<PAGE>
COMPENSATION COMMITTEE REPORT ON ANNUAL COMPENSATION
The Company's Executive Compensation Program is administered by the Personnel
and Compensation Committee of the Board of Directors. The Committee is
composed of four independent, non-employee directors.
The Company's Executive Compensation Program includes annual salary, bonus and
stock option grants.
The foundation of the Executive Compensation Program is based on beliefs and
guiding principles designed to align compensation with company performance.
The program:
Integrates compensation programs with the Company's annual and long term
earnings performance.
Rewards executives for enhancements of long term shareholder value.
Enhancement of shareholder value is defined as, market appreciation in the
value of the Company's stock, dividends paid to shareholders, and annual
earnings per share increases. For the year ended December 31, 1994 the value
of the Company's common stock decreased 32% following an increase of 71% in
1993, cash dividends paid to shareholders increased 43% and earnings per share
increased 34%.
President and Chief Executive Officer:
John N. Brincat, President and Chief Executive Officer of the Company, by
contractual agreement, receives a base salary and a bonus which is detailed in
Mr. Brincat's employment agreement. The Committee believes that this
contractual agreement is very beneficial to shareholders because Mr. Brincat
receives no bonus if the Company does not increase earnings per share by 20%
each year. For the year ended December 31, 1994, Mr. Brincat's total annual
cash compensation increased 16% which compares with an increase in earnings per
share of 34%.
Mr. Brincat has been granted stock options as a further incentive to enhance
shareholder value. The Committee believes that management having the
opportunity to own stock in the Company is an important component to the
Company's performance results and aligns executive management with the interest
of the shareholders. The Committee makes option grants to individual
executives including Mr. Brincat based upon a subjective evaluation of each
executive's performance.
Other Senior Executives:
The other senior executives receive a base salary and bonus, which are reviewed
and determined annually, based upon the performance of the Company measured
primarily by the annual increases in earnings per share. Recommendations for
bonuses are provided by the Chief Executive Officer to the Committee. Although
there is no specific formula followed in determining these bonuses the
Committee relies heavily upon the Company's performance in determining the
bonus amount. Other senior executives base salaries are reviewed annually and
compared with the industry salary information.
<PAGE>
Other senior executives are granted stock options as a further incentive to
enhance stockholder value. Recommendations for stock option grants are
provided to the Committee by the Chief Executive Officer. The Committee makes
option grants to individual executives based upon a subjective evaluation of
each executive's performance.
PERSONNEL AND COMPENSATION COMMITTEE
Dennis H. Chookaszian
Bruce I. McPhee
Clifford R. Johnson
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph below shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent Mercury Finance Company
specifically incorporated this information by reference, and shall not
otherwise be deemed filed under such Acts.
The graph below compares cumulative total return of Mercury Finance Company,
the S&P 500 Index and the S&P Financial Index. The Company believes that this
information demonstrates that the compensation earned by its executive officers
compares very favorably to the Company's shareholder value.
MERCURY FINANCE COMPANY
STOCK PRICE PERFORMANCE
<TABLE>
<CAPTION>
Assuming $100 invested on 12/31/89 with dividends reinvested
Price
Name 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
Mercury Finance $100 $112 $342 $409 $710 $492
S&P 500 $100 $97 $126 $136 $150 $152
S&P Financial Index $100 $79 $118 $146 $162 $157
</TABLE>
<TABLE>
Price 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
$800
$700 x
$600
$500 x
$400 x
x
$300
$200
x y yz yz yz
$100 xyz y z
z
$0
</TABLE>
<PAGE>
EMPLOYMENT AGREEMENTS
On January 1, 1994 upon the expiration of Mr. Brincat's previous employment
contract, Mr. Brincat entered into a five year employment contract which will
expire on December 31, 1998. The following are the material terms of Mr.
Brincat's employment contract. Mr. Brincat's employment agreement provides a
guaranteed annual base salary as follows:
<TABLE>
<S> <C>
1994 $300,000
1995 $360,000
1996 $430,000
1997 $520,000
1998 $600,000
</TABLE>
In addition, Mr. Brincat is eligible for an annual incentive bonus equal to 1%
of Net after Tax Earnings of the Company and is eligible for an additional
bonus based upon annual increases in Net after Tax Earnings per share only
after earnings exceed 20% over the prior year. The additional bonus is
determined as follows:
Earnings per share increases of 0% to 19.99%, no additional bonus is paid.
Earnings per share increase of 20% to 29.99%, additional bonus will be equal to
2.5% of the amount of increase from the prior year.
Earnings per share increase of 30% to 39.99%, additional bonus will be equal to
3.0% of the amount of increase from the prior year.
Earnings per share increase of 40% or more, additional bonus will be equal to
3.5% of the amount of increase from the prior year.
In addition, at the time the employment contract was entered into Mr. Brincat
was issued a stock option grant under the 1989 Stock Option and Incentive
Compnesation Plan of 2,500,000 shares at a price of $17.375 per share, the fair
market value on the date of the grant. The option vests equally during the
next five years of the contract and are exercisable in increments of 500,000
shares annually only if earnings per share each year exceeds the prior year's
earnings per share by 20%. If earnings per share do not increase by 20%, Mr.
Brincat forfeits that year's options and has no further right or claim to that
year's options.
In the event of a sale or merger of the Company, all options granted to Mr.
Brincat will become immediately vested and exercisable.
If Mr. Brincat's employment with the Company is terminated prior to the
expiration of the employment agreement, Mr. Brincat will not become interested
in, as a partner, director, officer, principal, agent or employee, any business
which competes with the Company for a period of three years without written
consent from the Company.
<PAGE>
In the event of the death of Mr. Brincat during the term of the employment
agreement, the Company shall make, until the end of the term of employment
hereunder, payments at a rate equal to the annual rate of guaranteed base
salary in effect on the date of death. In addition, the Company shall also
pay pro rata bonus earned, if any. The payments to be made shall not be
reduced by reason of any insurance proceeds payable directly to the Employee's
beneficiaries or estate pursuant to insurance carried or provided by the
Company, and shall be made to such beneficiary as the Employee may designate
for that purpose in written notice given prior to his death, or if the Employee
has not so designated, then to the personal representative of his Estate.
The Company may terminate the active employment of Mr. Brincat if, in the
reasonable judgment of the Board of Directors of the Company, he becomes unable
to satisfactorily perform his duties and responsibilities hereunder during the
term of his employment because of mental or physical disability. Upon such
termination, Mr. Brincat shall be relieved of all further obligations. In the
event of such termination, the Company shall continue to pay Mr. Brincat, until
the end of the term of his employment hereunder, a salary at a rate equal to
the annual rate of the guaranteed base salary in effect on the date of such
termination. Notwithstanding the foregoing, the amounts so payable shall be
reduced by any amounts payable to Mr. Brincat during the term of his employment
hereunder pursuant to any disability benefit or wage continuation plan of the
Company in effect.
The Company has no other employment agreements with any other executive
officers of the Company.
RETIREMENT PLAN
The Company has a defined benefit Retirement Plan (The "Plan") covering
eligible employees who are at least 21 years of age and have completed at
least 1 year of service. The Plan is qualified under the Internal Revenue
Code. The amount of the Company's annual contribution to the Plan is
determined for the total of all Participants covered by such Plan, and the
amount of payment in respect of a specified person is not and cannot readily
be separated or individually calculated by the regular actuaries for the Plan.
The remuneration covered by the Plan ("pension base pay") is the highest
average monthly total compensation for any 5 consecutive years after an
employee's 45th birthday (or out of the employee's last 10 years of employment,
if the employee terminates employment before age 55). The normal retirement
benefit at age 65 equals 70% of pension base pay minus 50% of the Participant's
primary Social Security benefit. This amount is reduced by 1/35th for each
year by which the Participant has fewer than 35 years of participation in the
Plan. Benefits are also available to Participants who terminate employment
before age 65 after completing 5 or more years of service or due to total and
permanent disability.
The following table sets forth estimated annual benefits upon retirement,
payable on a straight life annuity basis, for employees in the specified
pension base pay (shown on an annual basis) and years of participation
classifications, and is based upon the assumption that the Plan will be
continued and that the employee will continue with the Company until his normal
retirement age of 65:
<TABLE>
<CAPTION>
Number of Years of Participation
Remuneration 5 10 15 20 25 30 35
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000 $8,971 $17,942 $26,913 $35,884 $44,885 $53,876 $62,797
$200,000 $18,971 $37,942 $56,913 $75,884 $94,885 $113,876 $132,797 <F13>
$300,000 $28,971 $57,942 $86,913 $115,884 $144,885 <F13> $176,876 <F13> $202,797
$400,000 $38,971 $77,942 $116,913 $155,884 <F13> $195,885 $233,876 $272,797
$500,000 $48,971 $97,942 $146,913 <F13> $195,884 $244,885 $293,876 $342,797
$600,000 $58,971 $117,942 $176,913 $235,884 $294,885 $353,876 $412,797
$700,000 $68,971 $137,942 <F13> $206,913 $275,884 $344,885 $413,876 $482,797
$800,000 $78,971 $157,942 $236,913 $315,884 $395,885 $473,876 $552,797
$900,000 $88,971 $177,942 $266,913 $355,884 $444,885 $533,876 $622,797
$1,000,000 $98,971 $197,942 $296,913 $395,884 $494,885 $593,876 $692,797
$1,100,000 $108,971 $217,942 $326,913 $435,884 $544,885 $693,876 $762,797
$1,200,000 $118,971 $237,942 $356,913 $475,884 $594,885 $713,876 $832,797
$1,300,000 $128,971 <F13> $257,942 $386,913 $515,884 $644,885 $773,876 $902,797
$1,400,000 $138,971 $277,942 $416,913 $555,884 $694,885 $833,876 $972,797
$1,500,000 $148,971 $297,942 $446,913 $595,884 $744,885 $893,876 $1,042,797
$1,600,000 $158,971 $317,942 $476,913 $635,884 $794,885 $953,876 $1,112,797
<FN>
<F13>
The annual retirement benefits are subject to maximum limitations (currently
$120,000) under the Internal Revenue Code.
</FN>
</TABLE>
The Company will also pay a supplemental pension benefit to executive officers
in an amount equal to the shortfall between the benefits actually paid to them
under the Plan and the benefits which they would have received under the Plan
were it not for certain restrictions imposed under the Internal Revenue Code
relating to the amount of benefits under the Plan and the amount of annual
compensation which may be taken into account in determining benefits uder the
Plan.
The credited years of participation for the individuals named in the above
compensation table are as follows: Mr. Brincat, 11 years; Mr. Doyle, 18 years;
Mr. Pond, 5 years; Mr. Bosson, 8 years; Mr. Pratt, 9 years.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is composed of Directors, Chookaszian, Johnson,
McPhee and Terra. Mr. Terra is Chairman of the Board of the Company. None of
the directors or officers of the Company or companies with which they are
associated were customers of, or had borrowing transactions with, the Company
or its subsidiaries during the last fiscal year. None of the Company's
directors have interlocking or other relationships with other boards or the
Company's that require disclosure under Item 402(j) of SEC Regulation S-K.
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendation of its Audit Committee, the Board of Directors retained
KPMG Peat Marwick, Certified Public Accountants as independent public
accountants in the examination of financial statements of the Company and its
subsidiaries for its 1994 fiscal year. The Board of Directors generally
retains independent public accountants for the Company following the election
of the Board at the Annual Meeting of Stockholders, and no accountants have
yet been retained for the Company's 1995 fiscal year.
Representatives of KPMG Peat Marwick are expected to be present at the Annual
Meeting with the opportunity to make a statement if they desire to do so. Such
representatives are expected to be available to respond to appropriate
questions.
STOCKHOLDER PROPOSALS, VOTING PROXIES AND OTHER MATTERS
Stockholder proposals intended to be included in the Company's proxy statement
and form of proxy relating to and to be presented at, the Annual Meeting of
Stockholders of the Company to be held in 1996 must be received by the Company
on or before November 20, 1995.
The enclosed Proxy form confers authority to vote, in accordance with the
instructions contained in the Proxy, with respect to the election of the
nominees specified in this Proxy Statement. The Proxy will be voted in
accordance with the choices indicated. If no specifications are made, proxies
will be voted "FOR ALL NOMINEES" for director.
Shares held by persons who abstain from voting on the proposals and broker
"non-votes" will not be voted for or against the proposal. Shares held by
persons abstaining will be counted in determining whether a quorum is present
for the purpose of voting on the proposals but broker non-votes will not be
counted for this purpose.
The Company knows of no other business that will be presented at the meeting.
Should any other business come before the meeting, it is the intention of the
proxies named in the enclosed Proxy form to vote in accordance with their best
judgment on those matters.
By Order of the Board of Directors
DANIEL J. TERRA
Chairman of the Board
March 10, 1995
<PAGE>
PROXY CARD
MERCURY FINANCE COMPANY
Annual Meeting of Stockholders to be held April 10, 1995
The undersigned stockholder of Mercury Finance Company does hereby acknowledge
receipt of Notice of said Annual Meeting and accompanying Proxy Statement and
constitutes and appoints John N. Brincat and/or James A. Doyle or either one
of them, will full power of substitution, to vote all shares of stock of
Mercury Finance Company which the undersigned is entitled to vote, as fully as
the undersigned could do if personally present at the Annual Meeting of
Stockholders of said Corporation to be held on Monday, April 10, 1995 at
10:00 a.m., and at any adjournments thereof, at Harris Trust and Savings Bank,
111 West Monroe Street, 8th Floor, Chicago, Illinois as follows:
<TABLE>
<CAPTION>
MERCURY FINANCE COMPANY
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
For All
except nominees
Text For Withhold written below
<S> <C> <C> <C>
1. The election of John N. Brincat, Dennis H. __ __ __
Chookaszian, William C. Croft, Clifford R.
Johnson, Andrew McNally IV, Bruce I. McPhee,
Fred G. Steingraber, Daniel J. Terra, and
Philip J. Wicklander.
________________________________________
For Against Abstain
2. As such proxies may in their discretion __ __ __
determine upon such other matters as may
properly come before the meeting.
</TABLE>
THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN AND IN
THE ABSENCE OF SUCH INSTRUCTIONS SHALL BE VOTED FOR ALL OF THE DIRECTOR
NOMINEES. IF OTHER BUSINESS IS PRESENTED AT SAID MEETING, THIS PROXY SHALL
BE VOTED IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXIES ON THOSE MATTERS.
This Proxy is Solicited on Behalf of the Board of Directors.
You are urged to mark, sign and return your proxy without delay in the return
envelope provided for that purpose, which requires no postage if mailed in the
United States.
When signing the proxy, please date it and take care to have the signature
conform to the stockholder's name as it appears on this side of the proxy. If
shares are registered in the names of two or more persons, each person should
sign. Executors, administrators, trustees and guardians should so indicate
when signing.
Signatures(s):
......................................
......................................
Date..................................1995.
(Be sure to date your Proxy)
