<PAGE>
FINANCIAL FEDERAL CORPORATION
400 PARK AVENUE, 8th FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, DECEMBER 10, 1996
-------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Financial Federal Corporation, a Nevada corporation (the
"Company"), will be held at 270 Park Avenue, 11th Floor, New York, New York on
Tuesday, December 10, 1996 at 10:00 a.m. Eastern Time, for the following
purposes:
(1) Electing directors;
(2) Ratifying the appointment of auditors; and
(3) Transacting such other business as may properly come
before the Annual Meeting.
Pursuant to the By-Laws, the Board of Directors of the Company has
fixed the close of business on October 25, 1996 as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting. The list of stockholders entitled to vote at the Annual Meeting will be
available for inspection by any stockholder for any purpose related to the
Annual Meeting at the office of Financial Federal Corporation, 400 Park Avenue,
8th Floor, New York, New York 10022 for the ten days prior to December 10, 1996.
FINANCIAL FEDERAL CORPORATION
Troy H. Geisser
Secretary
November 8, 1996
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU
PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE FILL IN, SIGN AND
DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH DOES NOT
REQUIRE POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
<PAGE>
FINANCIAL FEDERAL CORPORATION
400 PARK AVENUE, 8TH FLOOR
NEW YORK, NEW YORK 10022
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors (the
"Board of Directors" or "Board") of Financial Federal Corporation, a Nevada
corporation (the "Company"), for use at the Annual Meeting of Stockholders to be
held on December 10, 1996 and any adjournment thereof (the "Meeting"). Shares
represented by properly executed proxies, which are received in time and not
revoked, will be voted at the Meeting in the manner described in the proxies. A
stockholder may revoke his proxy at any time prior to its exercise by notice in
writing to the Secretary of the Company indicating that his proxy is revoked or
by attending the Meeting and voting in person.
The approximate date on which this proxy statement and accompanying
form of proxy are first being sent or given to stockholders is November 8, 1996.
Holders of the Company's common stock, par value $.50 per share ("Common
Stock"), as of the record date, which is the close of business on October 25,
1996, are entitled to vote at the Meeting. As of the record date for the
Meeting, the Company had 9,890,808 shares of Common Stock outstanding and had no
preferred stock outstanding. Each share of Common Stock entitles the holder
thereof on the record date to one vote on matters to be considered at the
Meeting.
The presence, in person or by proxy, of stockholders holding a majority
of the issued and outstanding shares of Common Stock entitled to vote at the
Meeting is necessary to constitute a quorum. Abstentions and broker non-votes
are each included for purposes of determining the presence or absence of a
sufficient number of shares to constitute a quorum for the transaction of
business. With respect to the approval of any particular proposal, abstentions
are considered present at the Meeting, but since they are not affirmative votes
for the proposal, they will have the same effect as votes against the proposal.
Broker non-votes, on the other hand, are not considered present at the Meeting
for the particular proposal for which the broker withheld authority to vote.
The six nominees receiving a plurality of the votes cast by the holders
of outstanding shares of Common Stock represented at the Meeting, in person or
by proxy, will be elected as directors of the Company.
The affirmative vote of a majority of the votes cast by holders of
outstanding shares of Common Stock represented at the Meeting, in person or by
proxy, is necessary for the ratification of the appointment of auditors.
Unless contrary instructions are indicated on the proxy, all valid
proxies received pursuant to this solicitation (and not revoked before they are
voted) will be voted FOR the election of the nominees for director named below
and FOR the ratification of the selection of Eisner & Lubin LLP as independent
auditors for the fiscal year ending July 31, 1997. If a stockholder specifies a
different choice on the proxy, such stockholder's shares of Common Stock will be
voted in accordance with the specification so made.
The entire expense of this proxy solicitation will be borne by the
Company. Solicitation will be made primarily by mail. Proxies may also be
solicited personally and by telephone by regular employees of the Company
without any additional remuneration and at minimal cost. Management may also
request banks, brokerage house, custodians, nominees and fiduciaries to obtain
authorization for the execution of proxies and may reimburse them for expenses
incurred by them in connection therewith.
<PAGE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the knowledge of the Company,
information regarding the ownership of the Company's Common Stock by (i) each
person who may be deemed to be the beneficial owner of more than 5% of the
Company's outstanding Common Stock as of October 25, 1996 or such other date as
may be noted below, (ii) each director and each nominee for election as a
director, (iii) each executive officer named in the Summary Compensation Table,
and (iv) all directors and executive officers of the Company as a group. As of
October 25, 1996, the Company had 9,890,808 shares of Common Stock outstanding.
<TABLE>
<CAPTION>
Name and Address of
Beneficial Owner or
Number of Persons in Number of Shares Percentage of
Group (1) Beneficially Owned(2) Ownership
- ------------------------- -------------------- -------------
<S> <C> <C>
Clarence Y. Palitz, Jr.(3) 2,757,750 26.5%
Bernard G. Palitz(4) 1,302,982 13.0%
Putnam Investments, Inc.(5)
1 Post Office Square
Boston, MA 02109 746,400 7.5%
Michael C. Palitz(6) 377,387 3.8%
Paul Sinsheimer(7) 331,936 3.3%
William C. MacMillen, Jr 37,500 (8)
Lawrence B. Fisher(9) 7,500 (8)
William M. Gallagher(10) 89,438 (8)
Richard W. Radom(11) 75,187 (8)
Fred K. Hochman(12) 0
All directors and executive officers
as a group (10 persons)(13) 4,990,555 45.9%
</TABLE>
- -----------------------------------------------
1 Unless otherwise indicated, the address of each person listed is c/o
Financial Federal Corporation, 400 Park Avenue, 8th Floor, New York,
New York 10022.
2 Unless otherwise noted, each person listed has the sole power to vote,
or direct the voting of, and power to dispose, or direct the
disposition of, all such shares. Beneficial ownership includes warrants
and options that are exercisable or will become exercisable within 60
days of October 25, 1996.
3 Includes (i) warrants to purchase 135,000 shares of Common Stock held
by Mr. C. Y. Palitz, Jr., (ii) 2,210,250 shares of Common Stock and
warrants to purchase 375,000 shares of Common Stock held by a limited
partnership, the general partner of which is a corporation owned and
controlled by Mr. C. Y. Palitz, Jr., (iii) 18,750 shares of Common
Stock held by such corporation, and (iv) 18,750 shares of Common Stock
held by Mr. C. Y. Palitz, Jr.'s wife, as to which shares Mr. C. Y.
Palitz, Jr. disclaims beneficial ownership.
4 Includes (i) 1,042,982 shares of Common Stock owned by Mr. B. G.
Palitz, (ii) warrants to purchase 150,000 shares of Common Stock held
by Mr. B. G. Palitz, (iii) 33,750 shares of Common Stock held by Mr. B.
G. Palitz's wife, as to which shares Mr. B. G. Palitz disclaims
beneficial ownership, (iv) 18,750 shares of Common Stock held by a
Keogh Plan established for Mr. B. G. Palitz's benefit and of which he
is the trustee, and (v) 57,500 shares owned by a charitable foundation
over which Mr. B. G. Palitz has control, as to which shares Mr. B. G.
Palitz disclaims beneficial ownership.
5 The magnitude of share ownership was provided telephonically by the
shareholder's legal department to the Company as of October 31, 1996.
6 Includes (i) 224,600 shares of Common Stock and warrants to purchase
75,000 shares of Common Stock held by a corporation owned and
controlled by Mr. M. C. Palitz, (ii) options and warrants to purchase
77,437 shares of Common Stock held by Mr. M. C. Palitz, (iii) 150
shares of Common Stock held by Mr. M. C. Palitz's wife, as to which
shares Mr. M. C. Palitz disclaims beneficial ownership, and (iv) 200
shares held by Mr. M. C. Palitz's children.
<PAGE>
<PAGE>
7 Includes (i) 187,500 shares of Common Stock owned by Mr. Sinsheimer,
and (ii) options and warrants to purchase 144,436 shares of Common
Stock held by Mr. Sinsheimer.
8 Less than 1% of the outstanding shares of Common Stock.
9 Includes options to purchase 7,500 shares of Common Stock.
10 Includes (i) Common Stock of 70,000 shares owned by Mr. Gallagher, (ii)
options and warrants to purchase 16,438 shares of Common Stock held by
Mr. Gallagher, and (iii) 3,000 shares of Common Stock held by Mr.
Gallagher's IRA.
11 Includes (i) 71,250 shares of Common Stock owned by Mr. Radom, and (ii)
options to purchase 3,937 shares of Common Stock held by Mr. Radom.
12 Fred K. Hochman resigned from the Company on October 18, 1996.
13 Includes shares of Common Stock described in notes 3, 4, 6, 7, 9, 10
and 11. Also includes 9,000 shares of Common Stock and options to
purchase 1,875 shares of Common Stock held by executive officers not
named in the table.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires directors, officers and beneficial owners of more than
10% of the Company's Common Stock ("10% Owners") to file initial and periodic
reports of ownership with the Securities and Exchange Commission (the
"Commission") and the American Stock Exchange. While the rules adopted by the
Commission under Section 16 are complex and difficult to interpret, to the
Company's knowledge, all transactions in the Company's Common Stock by the
Company's directors, officers and 10% Owners during the Company's last fiscal
year were reported promptly and correctly.
<PAGE>
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, a Board of six directors will be elected to serve until
the next Annual Meeting of Stockholders and until their respective successors
are duly elected and qualified. It is intended that shares represented by
proxies solicited by the Board of Directors will, unless authority to vote for
some or all of the nominees is withheld, be voted in favor of electing as
directors the nominees listed below. The Company has no reason to believe any of
the nominees will be disqualified or unable or unwilling to serve if elected.
However, if any nominee becomes unavailable for any reason, the shares may be
voted for another person nominated by the present Board. All the nominees are
currently directors of the Company.
The Board of Directors recommends that stockholders vote FOR each of
the nominees listed below.
Nominees for Election as Directors
Lawrence B. Fisher, 58, has served as a director of the Company since 1992. Mr.
Fisher is a partner of Orrick, Herrington & Sutcliffe LLP, a law firm. He had
previously been a partner of Kelley Drye & Warren, a law firm, for more than
five years, and he is a director of National Bank of New York City, a privately
owned commercial bank.
William C. MacMillen, Jr., 83, has served as a director of the Company since
1989. Mr. MacMillen served as a director of Commercial Alliance Corporation, an
equipment finance company ("CAC"), from its inception in 1963 to 1984, and he is
presently a director of Republic New York Corporation and Republic National Bank
of New York, and is the President of William C. MacMillen & Co., Inc., an
investment banking firm.
Bernard G. Palitz, 72, has served as a director and Chairman of the Board of the
Company since its inception in 1989; Mr. Palitz stepped down as Chairman of the
Board on July 31, 1996. From 1963 to 1988, Mr. Palitz served as Chairman of the
Board of CAC, which he founded with Clarence Y. Palitz, Jr. in 1963. He is
currently a director and President of Gregory Capital Corporation, an investment
firm.
Clarence Y. Palitz, Jr., 65, has served as Chief Executive Officer, President
and a director of the Company since its inception in 1989, and as Chairman of
the Board since August 1, 1996. From 1963 to 1988, Mr. Palitz served as
President and a director of CAC, which he founded with Bernard G. Palitz in
1963. Since October, 1988, he has been a director of City and Suburban Financial
Corp., a privately owned savings and loan holding company.
Michael C. Palitz, 38, has served as Executive Vice President of the Company
since July 1995. Mr. Palitz served as Senior Vice President of the Company since
February 1992 and served as a Vice President of the Company from its inception
in 1989 to February 1992. He has also served as Chief Financial Officer,
Treasurer and Assistant Secretary of the Company since its inception in 1989.
Paul Sinsheimer, 49, has served as Executive Vice President and a director of
the Company since its inception in 1989. From 1970 to 1989, Mr. Sinsheimer was
employed by CAC, where he served successively as Credit Manager, Collections
Manager, Operations Manager, Houston Branch Manager, Division Manager and, from
1988, as Executive Vice President.
Bernard G. Palitz and Clarence Y. Palitz, Jr. are brothers. Michael C.
Palitz is the son of Clarence Y. Palitz, Jr.
The Board has established an Executive Committee. The Executive
Committee can exercise all of the powers of the Board between meetings of the
Board. The present members of the Executive Committee are Messrs. B.G. Palitz,
C.Y. Palitz, Jr. and MacMillen.
The Board has established an Audit Committee, which consists of three
directors, at least two of whom cannot be officers or employees of the Company.
The Audit Committee is responsible for the engagement of the Company's
independent auditors and will review with them the scope and timing of their
audit services and any other services they are asked to perform, their report on
the Company's financial statements following completion of their audit, and the
Company's policies and procedures with respect to internal accounting and
financial controls. The present members of the Audit Committee are Messrs.
Fisher, MacMillen and C.Y. Palitz, Jr.
<PAGE>
<PAGE>
The Board has established an Executive Compensation Committee, which
consists of three directors. The Executive Compensation Committee is responsible
for approving appointments, promotions and fixing salaries of executives of the
Company between meetings of the full Board. All actions of the Executive
Compensation Committee must be ratified by the Board within six months in order
to remain effective. The present members of the Executive Compensation Committee
are Messrs. Fisher, Sinsheimer and C.Y. Palitz, Jr.
The Board has established a Stock Option Committee, which consists of
two directors. The Stock Option Committee is responsible for administering the
Company's Stock Option Plan, including the granting, modification and
cancellation of options to purchase the Company's Common Stock granted
thereunder. The present members of the Stock Option Committee are Messrs.
MacMillen and C.Y. Palitz, Jr.
The Board has no standing committees other than those described above.
The Board of Directors met four times, the Executive Committee met one
time, the Audit Committee met two times, the Executive Compensation Committee
met two times, and the Stock Option Committee one time during the Company's
fiscal year ended July 31, 1996. Each member of the Board attended 100% of the
total number of meetings of the Board and its committees, either telephonically
or in person, of which they were members during such fiscal year.
COMPENSATION
Report of Executive Compensation Committee
Notwithstanding anything to the contrary set forth in the
Company's previous filings under the Securities Act of 1933, as amended, or the
Exchange Act, that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following report and the Performance Graph
below shall not be incorporated by reference into any such filings.
This report to stockholders presents an overview of the role of the
Executive Compensation Committee of the Board of Directors and of the Company's
present compensation philosophy. The Committee's principal function is to review
and approve the salaries of executive officers of the Company and to approve any
officer appointments and promotions. All actions of the Executive Compensation
Committee, to remain effective, must be ratified by a majority vote of the Board
of Directors within six months of such action; and all such actions to date have
been so ratified.
The Company compensates its employees and officers through salary, a
portion of which may be deferred by agreement between the Company and its
officers, and through a stock option program, the Financial Federal Corporation
Stock Option Plan (the "Stock Option Plan"). The Company believes that through
the grant of stock options, and where possible incentive stock options, the
employees' and officers' objectives should be the same as the Company's, which
is to increase stockholders' value. Of the approximately 79 employees, officers
and directors of the Company with one or more years of service, as of October
25, 1996, approximately 74% were holders of options under the Company's Stock
Option Plan.
The Company offers a package of fringe benefits to its employees and
officers which may not be as extensive as that which is offered by other
companies. The current benefits offered by the Company are a contributory health
and medical plan, a life insurance program (generally limited to one times
annual salary plus $10,000), a qualified 401(k) savings plan and an employee
contributed long term disability plan. In order to attract exceptionally high
caliber employees and executives, the Company generally offers a salary which is
competitive with other financial services companies taking into consideration
that the Company does not offer a wide variety of fringe benefits. The Company
evaluates compensation modifications based upon the performance of the employee,
the Company's earnings level and general economic conditions.
The Committee, in establishing compensation for the Chief Executive
Officer, generally uses the same criteria as it does for other employees and
officers, and such compensation is not directly tied to the Company's
performance.
Submitted by the Executive Compensation Committee of the Company's Board of
Directors:
Clarence Y. Palitz, Jr. Paul Sinsheimer Lawrence B. Fisher
<PAGE>
<PAGE>
Compensation Committee Interlocks and Insider Participation
Paul Sinsheimer and Clarence Y. Palitz, Jr., who are members of the
Executive Compensation Committee, are both executive officers of the Company.
Clarence Y. Palitz, Jr., and entities controlled and managed by him, and Paul
Sinsheimer, have purchased commercial paper issued by the Company (see "Certain
Transactions").
Compensation of Directors
Directors (who are not officers or employees of the Company or any of
its subsidiaries) receive stipends, as follows:
1. Annual Stipend of Five Thousand ($5,000) Dollars per year,
payable upon their election by the stockholders after the
Annual Meeting Of Stockholders each year. If a director joins
the Board during the year, such stipend will be pro rated.
2. Three Hundred ($300) Dollars per directors meeting attended.
3. Two Hundred ($200) Dollars per committee meeting attended if
not in conjunction with a Board meeting.
Directors who are officers of the Company receive no additional
compensation for attending Board meetings. Directors who are not officers of the
Company may also participate in the Stock Option Plan.
Employment Contracts
The Company has not entered into any contract or arrangement with any
employee or officer which would require the Company to continue compensation or
to provide compensation upon termination of employment. Certain executive
officers have arranged deferred compensation programs with the Company which
provide for deferral of current compensation as earned. Amounts so deferred earn
interest at a rate which is published by the Internal Revenue Service.
No employee or officer has entered into any type of termination or
change-in-control arrangement with the Company.
<PAGE>
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual and long-term
compensation paid to those persons who were, at July 31, 1996, the Chief
Executive Officer ("CEO") and the other four most highly compensated executive
officers of the Company.
<TABLE>
<CAPTION>
Long-term
Annual Compensation
Compensation Awards
------------ -------------
Securities
Fiscal Underlying All Other
Name and Principal Position Year Salary Options(#) Compensation(1)
- --------------------------- ------ ------ ---------- ---------------
<S> <C> <C> <C> <C>
Clarence Y. Palitz, Jr 1996 $189,579 0 $ 0
CEO, President and Director 1995 178,416 0 0
1994 164,754 0 0
Paul Sinsheimer 1996 405,479 37,500 0
Executive Vice President 1995 269,651 0 0
and Director 1994 247,249 21,750(2) 0
Richard W. Radom 1996 207,479 9,000 0
Senior Vice President 1995 193,084 0 10,000
1994 180,800 15,750(2) 0
Fred K. Hochman 1996 192,048 6,000 0
Senior Vice President 1995 177,417 0 0
1994 176,583 15,750(2) 0
William M. Gallagher 1996 182,980 9,000 0
Senior Vice President 1995 160,966 0 15,562
1994 142,467 15,750(2) 125,527
</TABLE>
(1) Represents non-cash compensation recognized pursuant to the Internal
Revenue Code of 1986, as amended, from the sale of stock acquired
through exercise of incentive stock options, within one year of such
exercise.
(2) The amounts shown for these individuals include the grant, in fiscal
1994, of replacement options which modified the price and term of the
options issued in fiscal 1993.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
Share Securities Underlying Value of Unexercised
Acquired on Value Unexercised Options Held In-The-Money Options
Name Exercise (#) Realized At July 31, 1996(#) At July 31, 1996(1)
- ---- ------------ -------- ------------------- -------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Clarence Y. Palitz, Jr 0 $ 0 0 0 $ 0 $ 0
Paul Sinsheimer 0 0 12,937 46,313 28,690 94,830
Richard W. Radom 0 0 3,937 20,813 14,437 43,318
Fred K. Hochman 0 0 3,937 17,813 14,437 43,318
William M. Gallagher 0 0 3,937 20,813 14,437 43,318
</TABLE>
(1) Only the value of unexercised, in-the-money options are reported. Value
is calculated by (i) subtracting the total exercise price per share from
the fiscal year-end value of $13.00 per share and (ii) multiplying by
the number of shares subject to the option. Options that have an
exercise price greater than the fiscal year-end market value are not
included in the value calculation.
<PAGE>
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants(1)
---------------------------------------------------- Potential Realizable
% of Total Value at Assumed
Number of Options Annual Rates of Stock
Securities Granted to Price Appreciation for
Underlying Employees Exercise Option Term(2)
Options in Fiscal Price Expiration -------------------------
Name Granted Year(3) ($/Share) Date 5% 10%
- ---- ---------- ---------- --------- ------------ -- ---
<S> <C> <C> <C> <C> <C> <C>
Clarence Y. Palitz, Jr 0 0 -- -- $ 0 $ 0
Paul Sinsheimer(4) 37,500 21.8% $11.833 8/24/2003 211,865 507,453
Richard W. Radom(5) 9,000 5.2 15.00 1/25/2002 45,913 104,161
Fred K. Hochman(5) 6,000 3.5 15.00 1/25/2002 30,609 69,440
William M. Gallagher(5) 9,000 5.2 15.00 1/25/2002 45,913 104,161
</TABLE>
(1) All options shown in the table were granted under the Financial Federal
Corporation Stock Option Plan. The exercise price is at least 100% of
the fair market value on the date of grant. These options shall expire
on the participant's last day of employment in the event the
participant ceases to be employed by the Company for any reason other
than death or disability.
(2) Potential realizable value is calculated based on an assumption that
the price of the Company's Common Stock appreciates at the annual rate
shown (5% and 10%), compounded annually, from the date of grant of the
option until the end of the option term (8 or 6 years). The value is
net of the exercise price. The 5% and 10% assumed rates of appreciation
are mandated by the rules of the Securities and Exchange Commission and
do not in any way represent the Company's estimate or projection of
future stock prices. Actual gains, if any, upon future exercise of any
of these options will depend on the actual performance of the Company's
Common Stock and the continued employment of the executive officer
holding the option through its vesting period.
(3) Based on options to purchase an aggregate of 172,150 shares granted
during fiscal 1996 to all employees, officers and directors.
(4) Options vest 20% in the first year, 8% in each of the next five years
and 20% in the next two years and expire eight years from the date of
grant.
(5) Options vest 25% each year beginning two years from the date of grant
and expire six years from the date of grant.
<PAGE>
<PAGE>
CERTAIN TRANSACTIONS
Much of the commercial paper issued by the Company since its inception
has been purchased by officers, directors and stockholders of the Company or
their affiliates. Such commercial paper has been issued at interest rates then
prevailing in the commercial paper markets and on terms customary in such
markets. The maximum aggregate principal amount of commercial paper issued by
the Company and held by them at any one time during fiscal 1996 was $9.5
million. Interest expense incurred in connection with commercial paper issued to
them by the Company amounted to $497,000 in fiscal 1996. At July 31, 1996, the
aggregate face amount of outstanding commercial paper issued to them by the
Company was $9.4 million and the aggregate amount of accrued interest thereon
was $99,000.
Lawrence B. Fisher, a director of the Company, is a partner of the law
firm of Orrick, Herrington & Sutcliffe LLP, which has been retained by the
Company in connection with certain legal matters.
APPROVAL OF AUDITORS
The Board of Directors, on the recommendation of the Audit Committee,
has appointed the firm of Eisner & Lubin LLP, the Company's independent public
accountants for the fiscal year ended July 31, 1996, as the Company's
independent public accountants for the fiscal year ending July 31, 1997.
Accordingly, the following resolution concerning the ratification by the
stockholders of the appointment of independent auditors will be offered at the
Meeting:
"RESOLVED, that the appointment by the Board of Directors of the
Company of Eisner & Lubin LLP, to audit the accounts of the Company and
its subsidiaries for the fiscal year ending July 31, 1997 is hereby
ratified and approved".
A representative of Eisner & Lubin LLP, will be present at the Meeting,
will have the opportunity to make a statement and will be available to respond
to appropriate questions.
The Board of Directors unanimously recommends a vote "FOR" the ratification of
the appointment of Eisner & Lubin LLP.
STOCKHOLDER PROPOSALS
All proposals of stockholders to be presented at the Company's next
Annual Meeting of Stockholders, to be held in December 1997, must be directed to
the Secretary of the Company at the Company's principal executive office and, if
they are to be considered for possible inclusion in the proxy statement and form
of proxy for such Annual Meeting in accordance with the rules and regulations of
the Commission, must be received on or before July 10, 1997.
OTHER BUSINESS
Neither the Company nor the Board of Directors knows of any matters,
other than those indicated above, to be presented at the Meeting. If any
additional matters are properly presented, the persons named in the proxy will
have discretion to vote the shares represented by such proxy in accordance with
their judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Troy H. Geisser
Secretary
DATE: November 8, 1996
<PAGE>
<PAGE>
PERFORMANCE GRAPH
The following graph compares the percentage change in cumulative total
stockholder return on Financial Federal Corporation's Common Stock during the 50
month period ending July 31, 1996 with the cumulative total return on the
American Stock Exchange ("AMEX") Market Value Index and the AMEX Financial
Index. The comparison assumes $100 was invested on April 30, 1992 in each of
such indices. Financial Federal Corporation had its initial public offering of
Common Stock on May 28, 1992; this comparison assumes $100 was invested as of
that date. Note that historic stock price is not indicative of future stock
price performance.
Financial Federal Corporation's Common Stock was listed on the AMEX on
June 3, 1993, and previously traded on the Nasdaq National Market System.
COMPARISON OF 50 MONTH CUMULATIVE TOTAL RETURN*
Among Financial Federal Corporation, the AMEX Market Value Index
and the AMEX Financial Index
<TABLE>
<CAPTION>
DOLLARS
5/28/92 7/92 7/93 7/94 7/95 7/96
------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Financial Federal Corporation 100 129 151 141 158 173
The AMEX Market Value Index 100 100 112 112 134 138
The AMEX Financial Index 100 98 108 111 116 137
</TABLE>
* $100 invested on 5/28/92 in stock or on 04/30/92 in index
including reinvestment of dividends. Fiscal year ending July 31.
<PAGE>
<PAGE>
APPENDIX I
FINANCIAL FEDERAL CORPORATION
P R O X Y
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Financial Federal Corporation (the
'Corporation') hereby appoints Clarence Y. Palitz, Jr. and Michael C. Palitz, or
either of them, with full power of substitution, as proxies for the undersigned
to attend and act for and on behalf of the undersigned at the Annual Meeting of
Stockholders of the Corporation to be held at 270 Park Avenue, New York, New
York on December 10, 1996 at 10:00 a.m., and at any adjournment thereof, to the
same extent and with the same power as if the undersigned were present in person
thereat and with authority to vote and act in such proxyholder's discretion with
respect to other matters which may properly come before the Meeting. Such
proxyholder is specifically directed to vote or withhold from voting the shares
registered in the name of the undersigned as indicated.
Notes:
(1) This form of proxy must be executed by the stockholder or his attorney in
writing or, if the stockholder is a corporation, under the corporate seal or
by an officer or attorney thereof duly authorized. Joint holders should each
sign. Executors, administrators, trustees, etc. should so indicate when
signing. If undated, this proxy is deemed to bear that date it was mailed to
the stockholder.
(2) the shares represented by this proxy
will, on a show of hands or any ballot
that may be called for, be voted or FINANCIAL FEDERAL CORPORATION
withheld from voting in accordance with the P.O. BOX 111O2
instructions given by the stockholder, in NEW YORK, N. Y. 10203-0102
the absence of any contrary instructions,
this proxy will be voted 'FOR' the itemized
matters.
(continued on reverse side)
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS FOR all nominees [X] WITHHOLD AUTHORITY to vote [X] *EXCEPTIONS [X]
listed below for all nominees listed below.
</TABLE>
Nominees: Lawrence B. Fisher, William C. MacMillen, Jr., Bernard G. Palitz,
Clarence Y. Palitz, Jr., Michael C. Palitz, Paul Sinsheimer.
(INSTRUCTIONS:To withhold authority to vote for any individual nominee, mark the
"Exceptions" box and strike a line through that nominee's name.)
<TABLE>
<S> <C> <C> <C>
2. In respect of the resolution on any ratifying and approving the
appointment of Elsner & Lubin as auditors of the Corporation for FOR [X] AGAINST [X] ABSTAIN [X]
fiscal year 1997.
</TABLE>
Change of Address and [X]
or Comments Mark Here
The signature on this Proxy correspond exactly with stockholder's
name as printed to the left. In the case of joint tenancies,
executors, or co-trustees, both should sign. Persons signing as
Attorney, Executor, Administrator, Trustee or Guardian should
give their full title.
Dated: , 1995
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Signature of Stockholder
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Signature of Stockholder-Joint Tenants
Votes must be indicated
(x) in Black or Blue Ink. [X]
Please mark, sign, date and return this proxy promptly in the envelope provided.
