SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box;
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant
ALLSTATE FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Ace Rules 0-11(c)(1)(ii),14a-6(i)(1),or 14a-6(j)(2).
[ ] 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.
<PAGE>
ALLSTATE FINANCIAL CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING
JUNE 15, 1995
The undersigned, having received the Notice of Annual Meeting, Proxy
Statement and Annual Report of Allstate Financial Corporation for the year ended
December 31, 1994, hereby appoint(s) Leon Fishman, Eugene Haskin and Lawrence M.
Winkler and each of them, with full power of substitution, proxies of the
undersigned to vote all shares of the undersigned in Allstate Financial
Corporation at the Annual Meeting of Shareholders to be held on June 15, 1995
and at any adjournments thereof.
1. Election of Directors Authority to Withhold Authority
Vote to Vote
For Nominee For Nominee
Leon Fishman ____________ _______________
Eugene Haskin ____________ _______________
Lawrence M. Winkler ____________ _______________
James C. Spector ____________ _______________
Alan L. Freeman ____________ _______________
H. Jason Gold ____________ _______________
2. In their discretion, the proxies are authorized to vote upon matters
not known to the Board of Directors as of the date of the accompanying proxy
statement, and to vote for any nominee of the Board whose nomination results
from the inability of an above named nominee to serve.
UNLESS OTHERWISE INDICATED IN THE BLANKS PROVIDED, THE PROXIES SHALL
VOTE FOR THE ELECTION OF THE NOMINEES LISTED ABOVE.
(Continued from other side)
Please sign exactly as name appears below.
DATED ____________, 1995
_________________________________
Signature
_________________________________
Signature if held jointly
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title. 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
person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
ALLSTATE FINANCIAL CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
____________________
The Annual Meeting of Shareholders of Allstate Financial Corporation will be
held at the Sheraton Crystal City Hotel, 1800 Jefferson Davis Highway,
Arlington, Virginia 22202, on June 15, 1995, at 11:00 A.M., for the following
purposes:
1. To elect six Directors for terms which will expire at the
Annual Meeting of Shareholders to be held in 1996.
2. To transact such other business as may properly come before
the meeting.
May 15, 1995
BY THE ORDER OF THE BOARD OF DIRECTORS
Lawrence M. Winkler
Secretary
_______________________
PLEASE VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE.
A proxy card and postage free envelope are enclosed.
<PAGE>
ALLSTATE FINANCIAL CORPORATION May 15, 1995
2700 SOUTH QUINCY STREET
ARLINGTON, VIRGINIA 22206
PROXY STATEMENT
INTRODUCTION
The enclosed proxy is solicited by the Board of Directors of Allstate
Financial Corporation (the "Company") for use at the Annual Meeting of
Shareholders to be held at 11:00 A.M., at the Sheraton Crystal City Hotel, 1800
Jefferson Davis Highway, Arlington, Virginia 22202 on June 15, 1995, and at any
adjournment thereof (the "Annual Meeting"). This proxy is first being sent to
shareholders on May 15, 1995.
In addition to solicitation by mail, officers, directors and employees
of the Company may solicit proxies by telephone, telegraph or in person. None
of these persons will receive compensation but will be reimbursed for actual
expenses in connection therewith. Expenses in connection with the solicitation
of proxies, including the reasonable expenses of brokers, fiduciaries and
other nominees in forwarding proxy material, will be borne by the Company.
VOTING OF PROXIES
Each holder of the Company's common stock is entitled to vote in person
or by proxy for each share held of record on the record date, May 5, 1995, on
all matters to be voted upon at the Annual Meeting. As of the record date, the
Company had 3,102,328 shares of common stock outstanding.
The proxy in accompanying form will be voted as specified by each
shareholder, but if no specifications is made, each proxy will be voted:
1. TO ELECT Messrs. Leon Fishman, Eugene Haskin, Lawrence M. Winkler,
James C. Spector, Alan L. Freeman and H. Jason Gold,to terms of
office as Directors which will expire at the Annual Meeting of
Shareholders to be held in 1996 (see "Election of Directors").
2. IN THE BEST JUDGEMENT of those named as proxies on the enclosed
form of proxy on any other matters to properly come before the
Annual Meeting.
A shareholder who executes the enclosed proxy may revoke it at any time
before it is voted by giving written notice to the Secretary of the Company or
oral notice to the presiding officer at the Annual Meeting.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth, as of May 5, 1995, the amount of common
stock of the Company which may be deemed beneficially owned: (i) by each person
known to the Company to be the beneficial owner of more than 5% of the aggregate
shares of the Company's outstanding common stock, (ii) by each director of the
ompany and (iii) by all officers and directors as a group.
<TABLE>
Common Shares Percent of
Name and Address Beneficially Owned Class
- - ---------------- ----------------- ----------
<S> <C> <C>
Leon Fishman 256,251 8.26%
20191 E. Country Club Dr.
N. Miami Beach, FL 33180
Eugene Haskin 238,166 7.68%
4000 Island Blvd.
N. Miami Beach, FL 37160
Lawrence M. Winkler 6,667 .22%
1300 Crystal Drive
Arlington, VA 22202
James Spector 3,334 .11%
10580 SW 77 Terrace
Miami, FL 33173
Timothy G. Ewing 309,500 9.98%
Value Partners, Ltd.
2200 Ross Avenue
Dallas, TX 75201
Scoggins Capital Management, L.P. 447,200 14.42%
790 Madison Avenue
New York, NY 10017
Tweedy, Browne Company L.P. 223,200 7.20%
52 Vanderbilt Avenue
New York, NY 10017
For all Officers and Directors
as a group (six persons) 516,918 16.67%
</TABLE>
ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the number of
directors shall be ten or such lesser number as the Board of Directors shall
fix. The Board of Directors has fixed that number at six. There is only one
class of directors and they are all elected at the Annual Meeting.
Mr. Lawrence Winkler is the brother-in-law of Mr. Leon Fishman, and Mr.
Leon Fishman is the father of Mr. Craig Fishman, General Counsel and Vice
President of the Company.
Directors of the Company are elected to serve until the next annual
meeting of the shareholders of the Company and until their respective successors
are elected and qualified.
The nominees listed below will be candidates for election to the Board
of Directors at the annual meeting. The following information is furnished with
respect to the directors:
Name Age Principal Occupation Director
And Other Directorships Since
- - ------------------- --- ----------------------- --------
Leon Fishman 63 President and Chief Executive
Officer of the Company; formerly
Secretary/Treasurer of the Company
(July 1982 - May 1989) 1982
Eugene Haskin 65 Consultant to the Company, Chairman
of the Board; formerly President of
the Company (July, 1982 - May, 1989);
Vice President of the Company (May
1989 - August 1989) 1982
Lawrence M. Winkler 59 Secretary/Treasurer and Chief
Financial Officer of the Company;
formerly Second Vice President of the
Company (July 1983 -May 1989) 1983
James C. Spector 61 Consultant to the Company, formerly
Executive Vice President of the
Company (February 1991 - October
1993); formerly Senior Vice
President, Heller Financial, Inc.
(July 1985 - September 1987) 1989
Alan L. Freeman 54 Currently Managing Partner of
Freeman, Buczyner & Gero. Previously
Partner with Deloitte & Touche
(1989-1991); and Partner with Shapiro,
Fleischmann & Co. (1966-1989)
H. Jason Gold 40 President, Gold & Stanley, P.C..
Mr. Gold and his firm practice law in
the are of Creditors' Rights in
Bankruptcy. He is Board Certified by
the American Bankruptcy Institute.
Previously Partner with Smith, Butt
& Gold (1981-1985)
Commencing November 1993, Directors who are not officers of the Company
receive a fee of $2,000 per board or committee meeting attended, plus
reimbursement for their expenses associated with attending these meetings.
Commencing November 1994, Directors who are not officers of the Company receive
a fee of $500 per special board or committee meeting attended by conference
telephone call. Directors who are officers of the Company receive no
compensation for serving as directors, but are reimbursed for out-of-pocket
expenses related to attending board or committee meetings.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors appointed an Audit Committee in 1989. The Audit
Committee currently consists of Mr. Spector. The committee met twice during the
year ended December 31, 1994. The Audit Committee reviewed the results of
operations for 1993 and the status of certain specific accounts.
The Board appointed a compensation committee during 1992. Messrs.
Haskin and Spector are currently serving on this committee. The Compensation
Committee met once in 1994.
The Board does not have a nominating committee. The functions of this
committee are performed by the Board of Directors.
During 1994 there were fourteen meetings of the Board of Directors.
Each of the directors of the Company attended at least 90% of the meetings of
the Board of Directors during 1994.
EXECUTIVE COMPENSATION
The following tables provide certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the four most highly compensated executive
officers of the Company whose total compensation exceeded $100,000 for the years
ended December 31, 1994, 1993 and 1992.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
Name and Other Annual
Principal Position Year Salary Bonus Compensation (1)
- - ------------------ ---- -------- ------- ------------
<S> <C> <C> <C> <C>
Leon Fishman 1994 $375,000 $ -0- -
President & CEO 1993 $375,000 $ 48,442 -
1992 $347,500 $108,227 -
James Spector 1994 (2) $ 48,000 $ -0- -
1993 (3) $183,445 $ 7,500 -
1992 $ 48,000 $ 7,500 -
Bret Kelly 1994 $220,502 $ -0- -
Senior V.P. & COO 1993 $221,044 $ 15,000 -
1992 $210,624 $ 15,000 -
Lawrence Winkler 1994 $141,965 $ 2,500 -
Secy/Treasurer & 1993 $136,786 $ 10,000 -
CFO 1992 $130,772 $ 25,000 -
Craig Fishman 1994 $126,405 $ 2,500 -
V.P. & General Counsel 1993 $115,601 $ 15,600 -
1992 $110,183 $ -0- -
</TABLE>
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS
------
Name and Options/
Principal Position Year SAR Grants(4) All Other Compensation(5)
- - ------------------- ---- ------------- ----------------------
<S> <C> <C> <C>
Leon Fishman 1994 - $3,000
President & CEO 1993 - $4,717
1992 7,500 $3,000
James Spector 1994 - $ 120
1993 (3) - $1,507
1992 5,000 $4,352
Bret Kelly 1994 - $3,000
Senior V.P. & COO 1993 - $4,720
1992 5,000 $4,500
Lawrence Winkler 1994 - $2,889
Secy/Treasurer & 1993 - $2,936
CFO 1992 5,000 $3,093
Craig Fishman 1994 - $2,578
V.P. & General Counsel 1993 - $2,624
1992 2,500 $2,265
</TABLE>
In May 1994, the Board of Directors unanimously approved a reduction in the
exercise price of the options granted in 1992 to Mr. Winkler and Craig
Fishman to $6.50 per share from $14.00 per share. The reduced exercise price of
$6.50 per share exceeded the per share market value of the Company's common
stock at the time of the reduction. The reduction in the exercise price of
these options was made to provide a supplemental performance incentive for
Mr. Winkler and Craig Fishman.
- - --------------------------------------
1) Does not include the value of various personal benefits provided to the
executives officers. The aggregate amount of other compensation provided
to each individual did not exceed the lesser of $50,000 or 10% of his
reported compensation.
2) Consulting Fee.
3) Ceased employment in November 1993.
4) No SARS have been granted.
5) Represents contributions to 401(k) plan.
INDIVIDUAL GRANTS IN LAST FISCAL YEAR
None.
<TABLE>
<CAPTION>
AGGREGATE OPTIONS/SARS EXERCISED IN LAST FISCAL YEAR AND F/Y END OPTION/SAR VALUE
Shares Value of Unexercised
Acquired on Value Number of Unexercised In-the-Money Options/SARS
Name Exercise Realized Option/SAR at F/Y End (1) at F/Y End
- - -------------- ----------- -------- ------------------------- -------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Leon Fishman - - 12,450/ 8,334 $ - /$ -0-
James Spector - - 3,334/ 4,166 - /$ -0-
Bret Kelly - - 4,167/ 5,833 - /$ -0-
Lawrence Winkler - - 6,667/ 5,833 - /$ -0-
Craig Fishman - - 833/ 1,667 - /$ -0-
- - ---------------------------------------------
1) No SARS have been granted.
</TABLE>
Two executive officers of the Company, Leon Fishman and Lawrence
Winkler, have employment contracts which currently expire in December 1995 and
January 1996, respectively.
Mr. Fishman's employment agreement provides for annual compensation of
$375,000. In addition to his base salary, Mr. Fishman's employment agreement
provides for additional payments to him in the amount of 2% of the Company's
pre- tax net earnings above $3.0 million but less than $5.0 million per year
plus 3% of the Company's pre-tax net earnings in excess of $5.0 million. The
agreement contains confidentiality and non-compete provisions, obligates the
Company to provide Mr. Fishman with the use of an automobile and to include Mr.
Fishman under any benefit plans that are available to employees generally. Mr.
Fishman normally is expected to spend at least three days per week at the
Company's office and the balance of each work week traveling on Company
business or discharging his official responsibilities at other locations. Mr.
Fishman's agreement also provides for the continuation of his compensation for
24 months in the event of his death or if his employment is terminated by the
Company prior to the end of the term of the agreement, other than for cause.
Mr. Winkler currently receives an annual salary of $146,159 under an
employment agreement and is entitled under that agreement to receive an annual
bonus determined by the Compensation Committee or the Board. He is also
entitled to be included under any benefit plans that are available to employees
generally. The agreement contains confidentiality and non-compete provisions.
Mr. Winkler's agreement also provides for the continuation of his compensation
for 24 months in the event of his death or if his employment is terminated by
the Company prior to the end of the agreement, other than for cause.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation committee of the Board of Directors is composed
entirely of outside directors. The committee was first established in December
1992 and is responsible for establishing and administering the policies
governing executive compensation which includes base salary, bonuses and stock
options.
The committee makes recommendations on executive compensation based on
several factors. Included in these factors are corporate success in achieving
key corporate objectives, financial performance of the Company, and long term
performance. The committee also reviews market data to insure that the
Company's compensation practices are reasonable and competitive within its
market place.
In May 1994, the committee recommended a $10,000 salary increase for Mr.
Winkler. Even though Leon Fishman's contract provided for a salary increase for
1994, it was not taken.
OTHER TRANSACTIONS
In January 1989, a corporation wholly owned by Lawrence M. Winkler, his
wife and a son of Eugene Haskin purchased an apartment building from the Company
for consideration in the form of a demand note to the Company in the principal
amount of $100,000. At December 31, 1994 the principal amount owing was
$100,000. The note is secured by the assets transferred and does not accrue
interest.
Certain members of the immediate families of Eugene Haskin and Leon
Fishman, directly or through trusts, have provided financing to Lifetime
Options, Inc., a Viatical Settlement Company ("Lifetime Options", a wholly owned
subsidiary of the Company, through unsecured loans with interest payable monthly
at an annual interest of 1% over the prime rate.
Lifetime Options' total indebtedness to members of Mr. Haskin's
immediate family was $15,146 at December 31, 1994 and $460,553 at December 31,
1993. During 1994, at the request of members of Mr. Haskin's family, Lifetime
Options repaid $445,407 of long term indebtedness. During 1994 and 1993,
Lifetime Options paid aggregate interest on these loans of $16,267 and $40,306,
respectively.
Lifetime Options' total indebtedness to members of Leon Fishman's
immediate family was $43,642 and $62,302 at December 31, 1994 and 1993,
respectively. During 1994 and 1993, Lifetime Options paid aggregate interest of
$8,780 and $4,424, respectively. At various times during 1994, Leon Fishman
loaned Lifetime Options a total of $265,000 which was repaid in full by December
31, 1994. During the periods of indebtedness, Mr. Fishman received $2,467 of
interest. At December 31, 1993, Craig Fishman was owed $18,659 by Lifetime
Options. The level of borrowings from Craig Fishman increased at various
intervals during 1994 to $97,800. As of December 31, 1994 the indebtedness of
$97,800 was paid in full. Craig Fishman received interest from Lifetime Options
of $2,610 in 1994.
In February 1994, the Company made a loan in the amount of $1,000,000 to
Eugene Haskin, a director of the Company, and his wife. The loan was
unanimously approved by all members of the Board of Directors of the Company
(with one director absent and Mr. Haskin abstaining) and conformed to a previous
loan to an unrelated party. The loan bore interest at a rate equal to 2% per
month, was collateralized by a pledge of securities having a market value of
approximately $1,600,000 and was due on or before July 15, 1994. The loan,
together with all accrued interest thereon, was repaid on March 24, 1994.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Company has selected the firm of Deloitte & Touche, CPA's to serve
as the independent auditors for the Company for the current fiscal year. That
firm has served in this capacity for the Company since 1988. Representatives of
Deloitte & Touche are expected to be present at the Annual Meeting to respond to
appropriate questions.
SHAREHOLDERS PROPOSALS
If any shareholder desires to submit a proposal for action at the Annual
Meeting to be held in 1996, the proposal must be in proper form and received by
the Company no later than December 12, 1995.
OTHER MATTERS
At this date, there are no other matters management intends to present
or has reason to believe others will present to the Annual Meeting. If other
matters now unknown to the management come before the meeting, those named as
proxies on the enclosed form of proxy will vote in accordance with their best
judgement.
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.
May 15, 1995
BY ORDER OF THE BOARD OF DIRECTORS
Lawrence M. Winkler
Secretary
