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. )
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FINANCIAL FEDERAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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<PAGE>
FINANCIAL FEDERAL
CORPORATION
Notice of Annual
Meeting of Stockholders
and Proxy Statement
Tuesday, December 12, 2000
at 10:00 a.m. Eastern Time
270 Park Avenue, 11th Floor
New York, New York 10017
<PAGE>
FINANCIAL FEDERAL CORPORATION
733 THIRD AVENUE, 7th FLOOR
NEW YORK, NEW YORK 10017
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, DECEMBER 12, 2000
-------------
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
10017 on Tuesday, December 12, 2000 at 10:00 a.m. Eastern Time, for the
following purposes:
(1) Electing eight directors;
(2) Ratifying the appointment of the Company's independent
auditors for the fiscal year ending July 31, 2001; 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 13, 2000 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, 733 Third
Avenue, 7th Floor, New York, New York 10017 for the ten days prior to December
12, 2000. We are enclosing a copy of our Annual Report for the fiscal year
ended July 31, 2000.
FINANCIAL FEDERAL CORPORATION
Troy H. Geisser
Secretary
October 30, 2000
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
733 THIRD AVENUE, 7TH FLOOR
NEW YORK, NEW YORK 10017
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 12, 2000
This proxy statement and the accompanying form of proxy are solicited by
the Board of Directors (the "Board of Directors" or the "Board") of Financial
Federal Corporation, a Nevada corporation (the "Company"), to be voted at the
Annual Meeting of Stockholders to be held at 270 Park Avenue, 11th Floor, New
York, New York 10017 on December 12, 2000 and at any postponements or
adjournments 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/her proxy is revoked or by attending the
Meeting and voting in person.
At the Meeting, the Company's stockholders will be asked (i) to elect the
Board of Directors to serve until the next annual meeting of stockholders;
(ii) to ratify the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending July 31, 2001; and
(iii) to take such other action as may properly come before the Meeting.
The approximate date on which this proxy statement and accompanying form
of proxy are first being sent or given to stockholders is October 30, 2000.
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 13,
2000, are entitled to vote at the Meeting. As of October 13, 2000, the Company
had 14,969,070 shares of Common Stock outstanding and had no preferred stock,
par value $1.00 per share 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.
Unless contrary instructions are indicated on the proxy, shares
represented by each properly executed and returned proxy card (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 Arthur
Andersen LLP as independent auditors for the fiscal year ending July 31, 2001.
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 houses, custodians, nominees and fiduciaries to
obtain authorization for the execution of proxies and may reimburse them for
expenses incurred by them in connection therewith. The Company has retained
Corporate Investors Communications, Inc. to assist in the solicitation of
proxies, at an estimated cost of $1,000, plus other reasonable expenses.
<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 2, 2000 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 2, 2000, the Company had 14,968,637 shares of Common
Stock outstanding.
Name and Address of
Beneficial Owner or
Number of Persons in Number of Shares Percentage of
Group 1 Beneficially Owned 2 Ownership
-------------------------------- -------------------- -------------
T. Rowe Price Associates, Inc. 3
100 East Pratt Street
Baltimore, MD 21202 1,458,800 9.7%
Massachusetts Financial Services
Company 4
500 Boylston Street
Boston, MA 02116 872,715 5.8%
Lord Abbett & Co. 4
767 Fifth Avenue
New York, NY 10153 844,406 5.6%
Michael C. Palitz 5 1,789,193 11.6%
Suzanne L. Palitz 6 1,449,781 9.5%
Bernard G. Palitz 7 1,349,173 8.9%
Clarence Y. Palitz, Jr. 8 480,210 3.1%
Paul R. Sinsheimer 9 441,624 2.9%
William C. MacMillen, Jr. 41,250 10
Lawrence B. Fisher 2,500 10
William M. Gallagher 11 144,501 10
Richard W. Radom 12 77,958 10
Thomas F. Robards 1,000 10
H.E. Timanus, Jr. 13 11,500 10
All directors and executive officers
as a group (16 persons) 14 4,472,291 27.2%
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1 Unless otherwise indicated, the address of each person listed is c/o
Financial Federal Corporation, 733 Third Avenue, 7th Floor, New York,
New York 10017.
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 2, 2000 and shares issuable upon conversion of the Company's
convertible subordinated notes.
3 Share ownership as reported in the most recently filed Schedule 13-G.
These securities are owned by various individual and institutional
investors, which T. Rowe Price Associates, Inc. serves as investment
adviser with power to direct investments and/or sole power to vote the
securities. For purposes of the reporting requirements of the
Securities Exchange Act of 1934, T. Rowe Price Associates, Inc. is
deemed to be a beneficial owner of such securities; however, T. Rowe
Price Associates, Inc. expressly disclaims that it is, in fact, the
beneficial owner of such securities.
4 Share ownership as reported in the most recently filed Schedule 13-G.
5 Includes (i) 64,060 shares of Common Stock owned by Mr. M. C. Palitz,
(ii) options and warrants to purchase 141,210 shares of Common Stock
held by Mr. M. C. Palitz, (iii) 1,245,412 shares and warrants to
purchase 321,108 shares of Common Stock held by a corporation owned and
controlled by Mr. M. C. Palitz, (iv) 225 shares of Common Stock held by
Mr. M. C. Palitz's wife, as to which shares Mr. M. C. Palitz disclaims
beneficial ownership, (v) 300 shares of Common Stock owned by Mr. M. C.
Palitz's children, (vi) 298 shares of Common Stock upon conversion of
convertible subordinated notes held by Mr. M. C. Palitz, and (vii)
16,580 shares of Common Stock upon conversion of subordinated notes held
by a trust of which Mr. M. C. Palitz is a Trustee.
2
<PAGE>
6 Includes (i) 251,807 shares of Common Stock owned by Ms. S. L. Palitz,
(ii) warrants to purchase 55,674 shares of Common Stock held by Ms. S.
L. Palitz, (iii) 3,282 shares of Common Stock upon conversion of
convertible subordinated notes held by Ms. S. L. Palitz, (iv) 885,852
shares of Common Stock and 236,586 warrants to purchase Common Stock
held by a corporation owned and controlled by Ms. S. L. Palitz, and (v)
16,580 shares of Common Stock upon conversion of convertible
subordinated notes held by a trust of which Ms. S. L. Palitz is a
Trustee.
7 Includes (i) 946,673 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) 33,125 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 of Common Stock owned by a charitable
foundation over which Mr. B. G. Palitz has control, as to which shares
Mr. B. G. Palitz disclaims beneficial ownership.
8 Includes (i) warrants to purchase 202,500 shares of Common Stock held by
Mr. C. Y. Palitz, Jr., (ii) 16,175 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, (iii) 125,544 shares and warrants to
purchase 56,672 shares of Common Stock held by two corporations
controlled by Mr. C. Y. Palitz, Jr., (iv) 33 shares of Common Stock upon
conversion of convertible subordinated notes held by one of these
corporations, (v) 46,126 shares of Common Stock upon conversion of
convertible subordinated notes held by a limited liability company of
which Mr. C. Y. Palitz, Jr. is Managing Member and (vi) 33,160 shares of
Common Stock upon conversion of convertible subordinated notes held by
trusts of which Mr. C. Y. Palitz, Jr. is a Trustee, as to which shares
Mr. C. Y. Palitz, Jr. disclaims beneficial ownership.
9 Includes (i) 144,375 shares of Common Stock owned by Mr. Sinsheimer, and
(ii) options and warrants to purchase 297,249 shares of Common Stock
held by Mr. Sinsheimer.
10 Less than 1% of outstanding shares of Common Stock.
11 Includes (i) 115,500 shares of Common Stock owned by Mr. Gallagher, and
(ii) options and warrants to purchase 29,001 shares of Common Stock held
by Mr. Gallagher.
12 Includes (i) 64,750 shares of Common Stock owned by Mr. Radom, and (ii)
options to purchase 13,208 shares of Common Stock held by Mr. Radom.
13 Includes (i) 6,500 shares of Common Stock owned by Mr. Timanus, and (ii)
options to purchase 5,000 shares of Common Stock held by Mr. Timanus.
14 Includes (i) shares of Common Stock described in notes 5, 7, 8, 9, 10,
11, 12 and 13 and (ii) 52,600 shares of Common Stock and options to
purchase 97,362 shares of Common Stock held by executive officers not
named in the table.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and certain beneficial owners of the
Company's Common Stock (the "Section 16 Reporting Persons") to file reports of
holdings and transactions in shares of the Company's Common Stock with the
Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange, Inc. Based upon the Company's review of forms filed by the Section
16 Reporting Persons, the Company has identified one late filing by Section 16
Reporting Persons during fiscal 2000: Thomas F. Robards was late in filing one
Form 3 with respect to his initial filing. The Company is not aware of any
failures by Section 16 Reporting Persons to file the forms required to be
filed by them pursuant to Section 16 of the Exchange Act.
ELECTION OF DIRECTORS
(Item 1 on Proxy Card)
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 election of the eight director nominees requires an affirmative vote by a
plurality of votes cast at the meeting of stockholders by the stockholders
entitled to vote in the election. Any shares not voted (by abstention, broker
non-vote, or otherwise) have no impact on the vote. The Board of Directors
unanimously recommends that stockholders vote "FOR" each of the nominees listed
below.
3
<PAGE>
Nominees for Election as Directors
----------------------------------
Lawrence B. Fisher, 62, has served as a director of the Company since 1992.
Mr. Fisher has been a partner of Orrick, Herrington & Sutcliffe LLP, a law
firm, since December 1995. He had previously been a partner of Kelley Drye &
Warren LLP, 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., 87, has served as a director of the Company since
1989. Mr. MacMillen served as a director of Commercial Alliance Corporation,
an equipment finance company, from its inception in 1963 to 1984, as a
director of Republic New York Corporation and Republic National Bank of New
York until December 1999 and he is the President of William C. MacMillen &
Co., Inc., an investment banking firm.
Bernard G. Palitz, 76, has served as a director of the Company since its
inception in 1989 and as Chairman of the Board from the Company's inception to
July 31, 1996. From 1963 to 1988, Mr. Palitz served as Chairman of the Board
of Commercial Alliance Corporation, 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., 69, served as Chief Executive Officer until his
retirement on March 7, 2000 and as a director of the Company since its
inception in 1989, as Chairman of the Board of the Company since August 1,
1996 and as President of the Company from its inception in 1989 to September
1998. From 1963 to 1988, Mr. Palitz served as President and as a director of
Commercial Alliance Corporation, 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. In
addition, Mr. Palitz is Managing Member of Calco Management LLC and President
of First Land Development, Inc.
Michael C. Palitz, 42, has served as Executive Vice President of the Company
since July 1995 and as a director of the Company since July 1996. Mr. Palitz
served as Senior Vice President of the Company from February 1992 to July 1995
and served as a Vice President of the Company from its inception in 1989 to
February 1992. He has also served as Treasurer and Assistant Secretary of the
Company since its inception in 1989 and as Chief Financial Officer from 1989
through September 2000. From 1985 to 1989, Mr. Palitz was an Assistant Vice
President of Bankers Trust Company and, from 1980 to 1983, he was an Assistant
Secretary of Chemical Bank.
Thomas F. Robards, 54, has served as a director of the Company since March
2000. Since April 2000, Mr. Robards has been employed by Datek Online
Holdings Corp. as Chief Financial Officer. He is also a director of Conti
Financial Corporation. From 1976 until December 1999 he was employed by
Republic New York Corporation. He served as its Chief Financial Officer from
March 1995 through December 1999 and as a director until March 1999.
Paul R. Sinsheimer, 53, has served as President of the Company since September
1998, as Executive Vice President of the Company from its inception in 1989 to
September 1998 and as a director of the Company since its inception. From 1970
to 1989, Mr. Sinsheimer was employed by Commercial Alliance Corporation, where
he served successively as Credit Manager, Collections Manager, Operations
Manager, Houston Branch Manager, Division Manager and, from 1988, as Executive
Vice President.
H.E. Timanus, Jr., 55, has served as a director of the Company since May 1999.
Mr. Timanus is the President and Chief Executive Officer of Commercial
Bancshares, Inc., Houston, TX where he has been employed since 1983. He is
also Chairman and Chief Executive Officer of Heritage Bank, Houston, TX and
President and Chief Executive Officer of Heritage Bancshares, Inc.,
Wilmington, DE.
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, comprising three
directors. 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. MacMillen, C.Y. Palitz, Jr. and Sinsheimer.
The Board has established an Audit Committee, comprising four outside
directors. 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
4
<PAGE>
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, Robards and Timanus.
The Board has established an Executive Compensation Committee, comprising
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, M.C. Palitz and Sinsheimer.
The Board has established a Stock Option Committee, comprising three
directors. The Stock Option Committee is responsible for administering the
Company's 1989 Stock Option Plan, which expired September 1999, and the
Financial Federal Corporation 1998 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, B.G. Palitz 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, 2000, the Board of
Directors met four times, the Executive Committee met once, the Audit
Committee met twice, the Executive Compensation Committee met once, and the
Stock Option Committee met three times. Each member of the Board attended,
either telephonically or in person, 100% of the total number of meetings of
the Board and its committees of which they were members during such fiscal
year, except for one director who was absent one time.
Compensation Committee Interlocks and Insider Participation
Michael C. Palitz and Paul R. Sinsheimer, 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 R.
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 fifteen thousand dollars ($15,000) 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 dollars ($300) per Board meeting attended.
3. Three hundred dollars ($300) 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 or committee meetings. Directors who are not
officers of the Company may participate in the stock option plans.
COMPENSATION
Report of Executive Compensation Committee
The Executive Compensation Committee is pleased to present its report on
executive compensation. 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 Executive Compensation
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.
5
<PAGE>
It is the philosophy of the Executive Compensation Committee that a
significant portion of executive compensation be linked directly to the
Company's success in meeting profit, growth and corporate performance goals,
operating efficiencies, success in handling non-performing receivables, the
Company's overall performance regarding its return on earning assets and
average equity, as well as the quality and integrity of the Company's
receivables. The Company compensates certain employees and officers through
salary, a portion of which may be deferred by agreement between the Company
and its officers, and through stock options. The Company believes by granting
stock options, the employees' and officers' objectives are aligned with those
of the Company and its stockholders, to increase stockholders' value.
Approximately 63% of the Company's full-time employees and officers with one
or more years of service as of October 2, 2000 were holders of options under
the Company's stock option plans.
The Company offers a package of fringe benefits to its employees and
officers that may not be as extensive as those offered by other financial
services 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 (currently with no Company matching) and an employee contributed long
term disability plan. In order to attract exceptionally high caliber employees
and executives, the Company generally offers salaries believed to be
competitive with other financial services companies considering the Company
does not offer certain fringe benefits provided by the Company's competitors.
The Company evaluates compensation adjustments based upon an employee's
performance, the Company's success in meeting profit, growth and corporate
performance goals, operating efficiencies, success in handling non-performing
receivables, the Company's overall performance regarding its return on earning
assets and average equity, as well as the quality and integrity of the
Company's receivables.
The Executive Compensation Committee reviews annually the Company's
compensation programs to ensure that the salaries offered to its executives
are competitive and parallel the Company's performance. The Executive
Compensation Committee's salary evaluation procedures include reviewing public
filings of other financial services companies and performing an informal
survey as well as a comparison and review of its competitors and other
companies that are compared and contrasted in the SNL Executive Compensation
Review for Specialty Lenders (the "SNL Review") published by SNL Securities.
The SNL Review provides information on executive compensation awarded by
approximately 100 finance companies (including the Company and competitors of
the Company) obtained from public filings and surveys. The SNL Review
compares, contrasts and details the following: (1) executive compensation; (2)
Chief Executive Officer compensation; (3) Chief Operating Officer
compensation; (4) Chief Financial Officer compensation; (5) corporate benefit
plans; and (6) compensation reports. The Executive Compensation Committee,
when determining salary adjustments, also considers that the Company does not
offer certain fringe benefits that may be part of competitors' executive
compensation programs such as bonuses, commissions, retirement benefits and
profit sharing plans.
In determining salary adjustments, the Executive Compensation Committee
evaluates each executive's contribution to the Company's overall corporate
objectives, including annual profits, loan/lease originations, departmental
operating benchmarks, the Company's overall performance as measured by return
on earning assets and average equity, as well as the quality of the portfolio
of receivables managed by such executives.
Compensation of the Chief Executive Officer
The Executive Compensation Committee reviewed and approved annually the
compensation of Clarence Y. Palitz, Jr., the Chief Executive Officer and
Chairman. The Executive Compensation Committee, in establishing compensation
for the Chief Executive Officer, generally used the same criteria as it did
for other employees and officers, except the Chief Executive Officer's
compensation was not tied directly to the Company's performance. In addition
to the review of the informal survey conducted by the Executive Compensation
Committee of public and private competitors of the Company, the Executive
Compensation Committee compared and contrasted the annual executive
compensation of Chief Executive Officers of competitors of the Company in the
SNL Review. Mr. C.Y. Palitz resigned as Chief Executive Officer effective
March 7, 2000 and is no longer an officer or employee of the Company. Mr. C.Y.
Palitz's total compensation was relatively low compared to his leadership,
vision and abilities. However, Mr. C.Y. Palitz, prior to his retirement,
continued to delegate more operational and administrative duties and
responsibilities to the Chief Operating Officer and Chief Financial Officer in
an effort to increase their responsibilities and experience. The Board has not
named a new Chief Executive Officer. The Executive Compensation Committee
believed that based on the foregoing, Mr. C.Y. Palitz was awarded a reasonable
salary during the fiscal year until his retirement.
Submitted by the Executive Compensation Committee of the Company's Board of
Directors:
Lawrence B. Fisher Michael C. Palitz Paul R. Sinsheimer
6
<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 year period ending July 31, 2000 with the cumulative total return on the
S&P Financial Index and the Russell 2000 Index. The comparison assumes $100
was invested on July 31, 1995 in each of such indices. Note that historic
stock price is not indicative of future stock price performance.
Financial Federal Corporation's Common Stock listed on the New York Stock
Exchange, Inc. on June 22, 1998, and was previously listed on the American
Stock Exchange.
7/1995 7/1996 7/1997 7/1998 7/1999 7/2000
------ ------ ------ ------ ------ ------
Financial Federal Corporation $100 $109.9 $191.7 $314.5 $291.6 $250.4
Russell 2000 100 106.9 142.6 145.9 156.7 160.7
S&P Financial 100 127.4 221.3 274.8 279.0 300.8
Footnote - $100 invested on 7/31/95 in stock or index including reinvestment
of dividends. Fiscal year ending July 31.
Graph produced by Research Data Group
7
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the annual and
long-term compensation paid to those persons who were, at July 31, 2000, the
Chief Executive Officer ("CEO") and the other four most highly compensated
executive officers of the Company.
<TABLE>
<CAPTION>
Long-term
Annual Compensation
Compensation Awards
------------ ------
Securities
Fiscal Underlying All Other
Name and Principal Position(s) Year Salary ($) Options(#) Compensation ($)
------------------------------ ---- ---------- ---------- ----------------
<S> <C> <C> <C> <C>
Clarence Y. Palitz, Jr. 2000 217,500 0 0
CEO and Director 1 1999 335,000 0 0
1998 289,583 0 0
Paul R. Sinsheimer 2000 728,518 0 0
Chief Operating Officer, 1999 649,341 200,000 0
President and Director 1998 588,843 0 0
Michael C. Palitz 2000 300,270 25,000 0
Executive Vice President 1999 270,270 0 0
and Director 1998 245,270 50,000 0
Richard W. Radom 2000 264,717 9,500 0
Senior Vice President 1999 243,163 0 0
1998 225,628 6,000 0
William M. Gallagher 2000 263,107 11,000 0
Senior Vice President 1999 240,591 0 0
1998 218,010 6,000 0
<FN>
1 Mr. C.Y. Palitz, Jr. was Chief Executive Officer from the Company's
inception through March 7, 2000.
</FN>
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
<CAPTION>
Number of
Shares Securities Underlying Value of Unexercised
Acquired on Value Unexercised Options Held In-The-Money Options
Name (1) Exercise (#) Realized($) At July 31, 2000 (#) At July 31, 2000 (2) ($)
----------------------- ------------ ----------- -------------------------- --------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Clarence Y. Palitz, Jr. 0 0 0 0 0 0
Paul R. Sinsheimer 12,975 147,954 100,000 127,000 112,500 432,747
Michael C. Palitz 21,625 235,981 41,750 89,500 360,997 334,310
Richard W. Radom 0 0 13,208 15,792 100,500 41,813
William M. Gallagher 5,907 72,526 10,250 16,875 68,083 43,031
<FN>
(1) Includes those who in fiscal 2000 were the Chief Executive Officer
and the four other most highly compensated executive officers.
(2) 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 $19.75 per share and (ii)
multiplying by the number of shares subject to the option.
</FN>
</TABLE>
8
<PAGE>
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants
----------------------------------------------------------------------
Number of
Shares % of Total Grant
Underlying Options Exercise Date
Options Granted to Price Expiration Present
Name (1) Granted (#) Employees Per Share ($) Date Value (2) ($)
----------------------- ------------ ---------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Clarence Y. Palitz, Jr. 0
Paul R. Sinsheimer 0
Michael C. Palitz 25,000 7.14% $18.625 9/1/04 $191,000
Richard W. Radom 9,500 2.72% $18.625 9/1/05 $72,580
William M. Gallagher 11,000 3.14% $18.625 9/1/05 $84,040
<FN>
(1) Includes those who in fiscal 2000 were the Chief Executive Officer
and the four other most highly compensated executive officers.
(2) In accordance with SEC rules, the Black-Scholes option pricing
model was chosen to estimate the grant date present value of the
options set forth in this table. The Company's use of this model
should not be construed as an endorsement of its accuracy at
valuing options. All stock option valuation models, including the
Black-Scholes model, require a prediction about the future movement
of the stock price. The following assumptions were made in
calculating the grant date present value: expected life of 4.8
years, volatility rate of 35% and risk free interest rate of 5.9%.
The real value of the options in this table depends upon the
actual changes in the market price of the Common Shares during the
applicable period.
</FN>
</TABLE>
STOCK PLANS
1995 Stock Option Plan. The Company's 1995 Stock Option Plan was
originally adopted by the Board of Directors and approved by the written
consent of holders of a majority of the outstanding common stock of the
Company on September 16, 1989. The 1995 Plan was amended effective December
15, 1992 and further amended effective December 12, 1995. The Plan provides
that an aggregate of 2,250,000 shares of common stock (as adjusted in
accordance with the terms of the 1995 Plan) is available to be granted to
selected employees, officers and directors of the Company or any of its
subsidiaries. The 1995 Plan may be administered by the Board of Directors or
by such compensation committee as may be appointed from time to time. Under
the 1995 Plan, the Board of Directors or the compensation committee determines
eligible participants of the Company and whether such participants receive
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986 or non-qualified stock options. The 1995 Plan expired in
September 1999.
Incentive stock options granted under the 1995 Plan must have an
exercise price that is no less than 100% of the fair market value of the
Company's common stock as of the time the option is granted and generally may
not be exercised more than ten years after the date of grant. Any incentive
stock option that is granted to any option holder who beneficially owns more
than 10% of the total combined voting power of all classes of outstanding
shares of capital stock of the Company must have an exercise price that is no
less than 110% of the fair market value of the common stock as of the time the
option is granted and may not be exercised more than five years after the date
of grant. The aggregate fair market value of stock exercisable by an optionee
for the first time in any one calendar year under incentive stock options
granted under the 1995 Plan and all other stock plans of the Company may not
exceed $100,000.
Non-qualified stock options granted under the 1995 Plan have an exercise
price that is set by the compensation committee and may be equal to, more than
or less than 100% of the fair market value of the Company's common stock as of
the time the option is granted. The Board of Directors or the compensation
committee establishes the term of all non-qualified stock options granted
under the 1995 Plan (including the date on which such non-qualified option
shall expire and terminate) and such term may, but need not, be more than 10
years from the date they are granted. Under the 1995 Plan, stock options vest
over a time period determined by the Board of Directors or the compensation
committee. Options granted under the 1995 Plan are nontransferable, other than
by will or the laws of descent and distribution.
9
<PAGE>
1998 Stock Option Plan. The Company's 1998 Stock Option Plan was
approved by the Board of Directors on September 28, 1998 and approved by the
holders of a majority of the outstanding common stock of the Company on
December 8, 1998. The 1998 Plan provides that an aggregate of 2,500,000 shares
of common stock, subject to adjustment, is available to be granted to selected
employees, officers and directors of the Company or any of its subsidiaries.
The 1998 Plan is administered by the compensation committee appointed by the
Board of Directors. The Board of Directors administers options granted to
nonemployee directors under the 1998 Plan and the compensation committee
exercises no discretion with respect to such options. No eligible participant
is eligible to receive stock options with respect to more than 100,000 shares
of common stock during any one fiscal year. The 1998 Plan is similar in
material respects to the 1995 Plan.
CERTAIN TRANSACTIONS
Certain officers, directors and stockholders of the Company or their
affiliates held $41,754,000 of the Company's senior and subordinated debt at
July 31, 2000. Such debt was issued at prevailing interest rates and on
customary terms.
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.
RATIFICATION OF AUDITORS
(Item 2 on Proxy Card)
The Board of Directors, on the recommendation of the Audit Committee,
has appointed the firm of Arthur Andersen LLP ("Arthur Andersen"), as the
Company's independent public accountants for the fiscal year ending July 31,
2001 and recommends that the stockholders vote "FOR" confirmation of such
selection. Arthur Andersen has been selected by the Company to replace Eisner
& Lubin LLP ("Eisner & Lubin") as its independent public accountants. The
Company relieved Eisner & Lubin and retained Arthur Andersen effective October
19, 2000. Eisner & Lubin's report on the financial statements of the Company
for the fiscal years 1999 and 2000 did not contain any adverse opinion or
disclaimer of opinion nor was it in any way qualified or modified as to
uncertainty, audit scope or accounting principles.
The decision to change accountants was recommended by management and
approved by the Audit Committee of the Board of Directors and the full Board
as well.
During fiscal years 1999 and 2000, and through the present, there have
been no disagreements between the Company and Eisner & Lubin on any matter of
accounting principles or practices, financial statement disclosure or audit
scope or procedure. The Company has never been advised by Eisner & Lubin that
internal controls necessary for the Company to develop reliable financial
statements do not exist or that any information has come to the attention of
Eisner & Lubin which would have caused it not to be able to rely on
management's representations or that has made Eisner & Lubin unwilling to be
associated with the financial statements prepared by management. Eisner &
Lubin has not advised the Company of any need to significantly expand the
scope of its audit or that information has come to their attention that upon
further investigation may materially impact on the fairness or reliability of
a previously issued audit report or financial statements issued or to be
issued or which would cause them to be unwilling to rely on management's
representations or be associated with the Company's financial statements.
Eisner & Lubin has not advised the Company of any information which they
concluded materially impacts upon the fairness or reliability of either a
previously issued audit report, underlying financial statements or the
financial statements issued or to be issued since the last financial
statements covered by an audit report. Nor has Eisner & Lubin advised that
they would be prevented from rendering an unqualified audit report on any such
financial statements. Eisner & Lubin furnished the Company a letter addressed
to the Securities and Exchange Commission, a copy of which was filed as an
Exhibit to the Company's Form 8-K dated October 19, 2000, pursuant to which
Eisner & Lubin agreed with the above statements.
Robert M. Sinsheimer is a partner of Arthur Andersen located in its
Atlanta, GA office. Paul R. Sinsheimer, President and a director of the
Company, and Robert M. Sinsheimer are brothers.
In the event of a negative vote on such ratification, the Board will
reconsider its selection. It is expected that a representative of Eisner &
Lubin and a representative of Arthur Andersen will be present at the Meeting
and will have the opportunity to make a statement and will be available to
respond to appropriate questions.
10
<PAGE>
Ratification of the appointment of auditors requires a majority of the votes
cast thereon. Any shares not voted (by abstention, broker non-vote, or
otherwise) have no impact on the vote. The Board of Directors unanimously
recommends a vote "FOR" the ratification and approval of the appointment of
Arthur Andersen LLP.
STOCKHOLDER PROPOSALS
All proposals of stockholders to be presented at the Company's next
Annual Meeting of Stockholders, expected to be held in December 2001, 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 SEC, must be received on or before June 27, 2001.
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.
ANNUAL REPORT
THE COMPANY'S ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR ENDED
JULY 31, 2000 WAS MAILED TOGETHER WITH THE PROXY STATEMENT AND IS AVAILABLE ON
THE INTERNET IN THE INVESTOR RELATIONS SECTION OF THE COMPANY'S WEBSITE AT
www.financialfederal.com. ADDITIONAL COPIES OF THE ANNUAL REPORT MAY BE
OBTAINED BY CALLING THE COMPANY AT (212) 599-8000. UPON RECEIPT OF A WRITTEN
REQUEST, THE COMPANY ALSO WILL FURNISH TO ANY STOCKHOLDER, WITHOUT CHARGE, A
COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 2000 REQUIRED TO BE FILED
WITH THE SEC UNDER THE EXCHANGE ACT. WRITTEN REQUESTS SHOULD BE DIRECTED TO
INVESTOR RELATIONS AT 733 THIRD AVENUE, NEW YORK, NY 10017.
BY ORDER OF THE BOARD OF DIRECTORS
Troy H. Geisser
Secretary
DATE: October 30, 2000
11
<PAGE>
FINANCIAL FEDERAL CORPORATION
P R O X Y
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS DECEMBER 12, 2000
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 12, 2000 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 below.
Notes:
(1) This form of proxy must be executed by the stockholder or his attorney
authorized 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 FINANCIAL FEDERAL CORPORATION
will, on a show of hands or any ballot P.O. BOX 111O2
that may be called for, be voted or NEW YORK, N.Y. 10203-0102
withheld from voting in accordance with
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)
The Board of Directors recommends a vote FOR proposals 1 and 2:
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, Thomas F. Robards,
Paul R. Sinsheimer, H.E. Timanus, Jr.
(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 the appointment of
Arthur Andersen LLP as auditors
of the Corporation for the fiscal
year ending July 31, 2001. 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: , 2000
------------------------------------------
------------------------------------------------------
Signature of Stockholder
------------------------------------------------------
Signature of Stockholder-Joint Tenant
Votes must be indicated
(x) in Black or Blue Ink. [X]
Whether or not you plan to attend the meeting, please mark, sign, date and
return this proxy promptly in the envelope provided.
