SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Rule 14a-11(c) or Rule 14a-12
FINANCIAL FEDERAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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(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):
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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<PAGE>
FINANCIAL FEDERAL CORPORATION
400 PARK AVENUE, 8th FLOOR
NEW YORK, NEW YORK 10022
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, DECEMBER 9, 1997
-------------
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 9, 1997 at 10:00 a.m. Eastern Time, for the following
purposes:
(1) Electing six directors;
(2) Ratifying the appointment of the Company's independent
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 24, 1997 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
9, 1997.
FINANCIAL FEDERAL CORPORATION
Troy H. Geisser
Secretary
November 7, 1997
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>
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 9, 1997 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 7, 1997.
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 24,
1997, are entitled to vote at the Meeting. As of the record date for the
Meeting, the Company had 14,789,137 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 director 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, 1998. 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>
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 24, 1997 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 24, 1997, the Company had 14,789,137 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 3,991,625 25.7%
Bernard G. Palitz 4 1,829,473 12.2%
Wellington Management Company, LLP 5
75 State Street
Boston, MA 02109 1,461,450 9.9%
Michael C. Palitz 6 577,987 3.8%
Paul Sinsheimer 7 465,561 3.1%
William C. MacMillen, Jr. 56,250 8
Lawrence B. Fisher 9 11,250 8
William M. Gallagher 10 126,563 8
Richard W. Radom 63,187 8
All directors and executive officers
as a group (9 persons) 11 7,131,271 43.8%
<FN>
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 24, 1997.
3 Includes (i) warrants to purchase 202,500 shares of Common Stock held by
Mr. C. Y. Palitz, Jr., (ii) 3,170,375 shares of Common Stock and
warrants to purchase 562,500 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) 28,125 shares of Common Stock
held by such corporation, and (iv) 28,125 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) 1,409,473 shares of Common Stock owned by Mr. B. G. Palitz,
(ii) warrants to purchase 225,000 shares of Common Stock held by Mr. B.
G. Palitz, (iii) 50,625 shares of Common Stock held by Mr. B. G.
Palitz's wife, as to which shares Mr. B. G. Palitz disclaims beneficial
ownership, (iv) 28,125 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) 116,250 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 Share ownership was provided by the holder to the Company by written
notification as of June 30, 1997, and has been adjusted for the July 30,
1997 stock split.
6 Includes (i) 333,900 shares of Common Stock and warrants to purchase
112,500 shares of Common Stock held by a corporation owned and
controlled by Mr. M. C. Palitz, (ii) options and warrants to purchase
131,062 shares of Common Stock held by Mr. M. C. Palitz, (iii) 225
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) 300
shares held by Mr. M. C. Palitz's children.
7 Includes (i) 236,250 shares of Common Stock owned by Mr. Sinsheimer, and
(ii) options and warrants to purchase 229,311 shares of Common Stock
held by Mr. Sinsheimer.
8 Less than 1% of outstanding shares of Common Stock.
9 Includes options to purchase 11,250 shares of Common Stock.
10 Includes (i) Common Stock of 101,812 shares owned by Mr. Gallagher, (ii)
warrants to purchase 18,751 shares of Common Stock held by Mr.
Gallagher, and (iii) 6,000 shares of Common Stock held by Mr.
Gallagher's IRA.
11 Includes shares of Common Stock described in notes 3, 4, 6, 7, 9 and
10. Also includes 3,750 shares of Common Stock and options to purchase
5,625 shares of Common Stock held by an executive officer not named in
the table.
</FN>
</TABLE>
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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
best of 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.
ELECTION OF DIRECTORS
The Board of Directors has designated the persons listed under the
section "Nominees for Election as Directors" of this proxy statement for
nomination to serve as directors of the Company until the next annual meeting
and until their respective successors are elected and qualified, or until
their earlier resignation or removal. 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 will be voted for another person nominated by the Board, unless the
Board by resolution provides for a lesser number of directors. All the
nominees are currently directors of the Company.
The Board of Directors unanimously recommends that stockholders vote "FOR"
each of the nominees listed below.
Nominees for Election as Directors
----------------------------------
Lawrence B. Fisher, 59, has served as a director of the Company since 1992.
Mr. Fisher is a partner of Orrick, Herrington & Sutcliffe LLP, a law firm,
since December 1995. He had previously been a partner of Kelley Drye &
Warren, a law firm, from 1985 to December 1995. He is also a director of
National Bank of New York City, a privately owned commercial bank.
William C. MacMillen, Jr., 84, 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, 73, 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., 66, 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, 39, 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, 50, 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. C.Y.
Palitz, Jr., Sinsheimer and MacMillen.
<PAGE>
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. B.G. Palitz, MacMillen and C.Y. Palitz, Jr.
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 M. C. Palitz.
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.
During the Company's fiscal year ended July 31, 1997, the Board of
Directors met three times, the Executive Committee met once, the Audit
Committee met once, the Executive Compensation Committee met once, and the
Stock Option Committee met once. 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 the employees' and officers'
objectives are aligned to those of the Company's and its shareholders', which
is to increase stockholders' value. Of the 78 employees, officers and
directors of the Company with one or more years of service as of October 24,
1997, approximately 70% 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, general
economic conditions and competitive market conditions.
<PAGE>
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 specific performance
criteria of the Company's.
Submitted by the Executive Compensation Committee of the Company's Board of
Directors:
Lawrence B. Fisher Michael C. Palitz Paul Sinsheimer
Compensation Committee Interlocks and Insider Participation
Paul Sinsheimer and Michael C. Palitz, who are members of the Executive
Compensation Committee, are both executive officers of the Company. Michael
C. Palitz, 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>
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, 1997, 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. 1997 $243,750 0 $ 0
CEO, President and Director 1996 189,579 0 0
1995 178,416 0 0
Paul Sinsheimer 1997 555,511 0 0
Executive Vice President 1996 405,479 56,250 0
and Director 1995 269,651 0 0
Richard W. Radom 1997 216,381 0 0
Senior Vice President 1996 207,479 13,500 0
1995 193,084 0 10,000
Michael C. Palitz 1997 202,770 0 0
CFO, Executive Vice President 1996 165,270 56,250 0
and Director 1995 142,500 0 0
William M. Gallagher 1997 200,511 0 0
Senior Vice President 1996 182,980 13,500 0
1995 160,966 0 15,562
<FN>
(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.
</FN>
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
<CAPTION>
Share Securities Underlying Value of Unexercised
Acquired on Value Unexercised Options Held In-The-Money Options
Name Exercise (#) Realized At July 31, 1997 (#) At July 31, 1997(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 32,062 56,813 259,193 438,293
Richard W. Radom 0 0 11,812 25,313 105,162 174,359
Michael C. Palitz 0 0 36,562 61,313 299,256 478,356
William M. Gallagher 0 0 11,812 25,313 105,162 174,359
<FN>
(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 $15.125 per share and (ii) multiplying by the number
of shares subject to the option.
</FN>
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
None of the persons listed in the Summary Compensation Table were
granted options during the fiscal year ended July 31, 1997.
<PAGE>
PERFORMANCE GRAPH
The following graph compares the percentage change in cumulative total
stockholder return on Financial Federal Corporation's Common Stock during the
five years ending July 31, 1997 with the cumulative total return on the
American Stock Exchange ("AMEX") Market Value Index and the S & P Financial
Index. The comparison assumes $100 was invested on July 31, 1992 in each of
such indices. 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 FIVE YEAR CUMULATIVE TOTAL RETURN*
Among Financial Federal Corporation, the AMEX
Market Value Index and the S & P Financial Index
------------------------------------------------
7/92 7/93 7/94 7/95 7/96 7/97
---- ---- ---- ---- ---- ----
Financial Federal Corporation $100 $117 $109 $122 $134 $235
AMEX Market Value Index 100 112 113 135 139 172
S & P Financial 100 129 130 158 201 312
* $100 invested on 7/31/92 in stock or index - including
reinvestment of dividends. Fiscal year ending July 31.
Graph produced by Research Data Group
<PAGE>
CERTAIN TRANSACTIONS
A substantial amount of 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 1997 was $17.0 million. Interest expense incurred in connection with
commercial paper issued to them by the Company amounted to $721,000 in fiscal
1997. At July 31, 1997, the aggregate face amount of outstanding commercial
paper issued to them by the Company was $7.3 million and the aggregate amount
of accrued interest thereon was $91,000.
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. Total legal fees billed to
the Company by Orrick, Herrington & Sutcliffe LLP during the fiscal year ended
July 31, 1997 was lower than the minimum reportable amount.
RATIFICATION 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, 1997, as the Company's
independent public accountants for the fiscal year ending July 31, 1998.
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, 1998 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. Eisner & Lubin LLP has been the Company's
independent auditors since the Company's inception in 1989.
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 1998, 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 9,
1998.
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 7, 1997
<PAGE>
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 9, 1997 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 FINANCIAL FEDERAL CORPORATION
that may be called for, be voted or P.O. BOX 111O2
withheld from voting in accordance with NEW YORK, N.Y. 10203-0102
the instructions given by the stockholder,
in the absence of any contrary instructions,
this proxy will be voted "FOR" the itemized
matters.
(Continued on reverse side)
1. ELECTION OF DIRECTORS
FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below for all nominees listed below.
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.)
2. In respect of the resolution on
ratifying and approving the appointment
of Eisner & Lubin LLP as auditors of
the Corporation for fiscal year 1998. FOR [ ] AGAINST [ ] ABSTAIN [ ]
Change of Address and [ ]
or Comments Mark Here
The signature on this Proxy should correspond exactly
with stockholder's name as printed to the left. In the
case of joint tenancies, co-executors, or co-trustees,
both should sign. Persons signing as Attorney,
Executor, Administrator, Trustee or Guardian should
give their full title.
Dated: , 1997
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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.
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