SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
AMC Financial, Inc.
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] 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: N/A
(2) Aggregate number of securities to which transaction applies: N/A
(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): $60,491,406
(amount estimated to be available for distribution to the Company's
stockholders)
(4) Proposed maximum aggregate value of transaction: $60,491,406
(5) Total fee paid: $12,098.28
[ ] 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.
1. Amount Previously Paid:
2. Forms, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
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AMC FINANCIAL, INC.
11111 WILCREST GREEN, SUITE 250
HOUSTON, TEXAS 77042
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 27, 2000
Notice is hereby given that the annual meeting of stockholders of AMC
Financial, Inc. (the "Company" or "AMC") will be held on Tuesday, June 27, 2000,
at 1:00 p.m. (local time) at the Adam's Mark Hotel, 2900 Briarpark at
Westheimer, Houston, Texas 77042 for the following purposes:
1. To elect 4 directors;
2. To approve and adopt the Plan of Liquidation and Dissolution (the
"Plan") attached as Exhibit A to the Proxy Statement;
3. To ratify KPMG LLP as the Company's independent auditors for 2000;
and
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Further information regarding the meeting and the above proposals is set
forth in the accompanying proxy statement. The Board of Directors has fixed the
close of business on May 10, 2000 as the record date for the meeting, and only
those stockholders of record on that date will be entitled to notice of and to
vote at the Annual Meeting or any adjournments thereof.
Your participation in the Company's affairs is important. To help us make
final plans for the Annual Meeting, please return the enclosed postage-paid card
if you plan to attend. Whether or not you plan to attend the meeting, we urge
you to sign and return the enclosed proxy so that your shares will be
represented at the meeting.
By Order of the Board of Directors,
/s/ D. Richard Thompson
D. Richard Thompson
President and Chief Executive Officer
Houston, Texas
May 30, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY CARD AND PROMPTLY MAIL THE PROXY CARD IN THE
ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL
MEETING. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED WITHIN THE
UNITED STATES. YOU MAY, IF SO DESIRED, REVOKE YOUR PROXY AND VOTE YOUR SHARES IN
PERSON AT THE ANNUAL MEETING.
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AMC FINANCIAL, INC.
11111 WILCREST GREEN, SUITE 250
HOUSTON, TEXAS 77042
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PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
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Tuesday, June 27, 2000 Adam's Mark Hotel
ANNUAL 1:00 p.m. 2900 Briarpark at Westheimer
MEETING: Houston, Texas 77042
RECORD DATE: May 10, 2000. If you were a stockholder at the close of business
on that date, then you may vote at the meeting and any
adjournment thereof. As of the record date, there were 7,782,615
shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), issued and outstanding. The presence, in
person or by proxy, of a majority of the outstanding shares of
Common Stock on the record date is necessary to constitute a
quorum at the meeting.
The purpose of the meeting is to vote on the following proposals:
AGENDA: 1. The election of 4 directors.
2. The approval and adoption of the Plan of Liquidation and
Dissolution.
3. The ratification of KPMG LLP as our independent auditors
for 2000.
4. To transact such other business as may properly come before
the meeting and any adjournment thereof.
PROXIES
SOLICITED BY: The Board of Directors.
MAILING DATE: We anticipate first mailing this proxy statement on May 30, 2000.
You may revoke your proxy before it is voted at the meeting. To
revoke:
REVOKING o Deliver a signed, written revocation letter, dated later
OUR PROXY: than your proxy, to Michael C. Balog, Secretary, at our
Houston address listed above;
o Deliver a signed written proxy with a later date; or
o Attend the meeting and vote in person or by proxy. Attending
the meeting alone will not revoke your proxy.
PROXY We will bear the cost of soliciting these proxies. Our directors
SOLICITATION: and officers may solicit proxies for no additional compensation.
We may reimburse brokers or other nominees for reasonable
expenses they incur in sending these proxy materials to you
if you are a beneficial holder of our Common Stock.
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ANNUAL Our Amended Annual Report on Form 10-K/A for the year ended
REPORT: December 31, 1999 is being mailed to you with this proxy
statement.
All shares represented by properly executed proxies, unless such proxies
previously have been revoked, will be voted at the meeting in accordance with
the directions on the proxies. If no direction is indicated, the shares will be
voted (i) "FOR" THE ELECTION OF ALL DIRECTOR NOMINEES; (ii) "FOR" THE APPROVAL
AND ADOPTION OF THE PLAN OF LIQUIDATION AND DISSOLUTION; AND (iii) "FOR" THE
RATIFICATION OF KPMG LLP AS OUR INDEPENDENT AUDITORS.
PLEASE VOTE - YOUR VOTE IS IMPORTANT
PROMPT RETURN OF YOUR PROXY WILL HELP REDUCE THE COST OF THIS SOLICITATION.
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(ITEM 1) ELECTION OF DIRECTORS
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NOMINEES FOR DIRECTORS
Four Directors are to be elected to our Board of Directors at the Meeting.
The Board of Directors selected the persons named in the enclosed Proxy to serve
as proxies. The proxies will vote the shares represented by valid proxies at the
meeting and any adjournment thereof. The proxies, unless otherwise specified in
the Proxy, intend to elect the nominees listed below to the Board of Directors.
All 4 nominees are presently members of the Board of Directors. Each duly
elected director will hold office until the next annual meeting of stockholders
or until his successor shall have been elected and qualified. Although the Board
of Directors does not contemplate that any of the nominees will be unable to
serve, if such a situation arises prior to the meeting, the proxies will vote
for the election of such other person(s) as may be nominated by the Board of
Directors to fill the vacancy.
The Company presently conducts no mortgage banking operations and has no
intention to reestablish such operations. Although we anticipate that the
Company will liquidate and dissolve as discussed in Item 2 below, Delaware law
requires that the business and affairs of the Company be managed by a Board of
Directors at least until such dissolution can be effected. If the Plan of
Liquidation and Dissolution is approved by the required stockholder vote, our
Board of Directors will continue to manage and direct the affairs of the Company
after the effectiveness of the dissolution of the Company to oversee the orderly
liquidation of the Company and its assets.
Certain information concerning the nominees is set forth below:
COMMON STOCK BENEFICIALLY
OWNED AS OF
MAY 10, 2000
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DIRECTOR PERCENT
NAME POSITION AGE SINCE SHARES OF CLASS
D. Richard Thompson Director and Chairman 46 1999 -- --
of the Board, Chief
Executive Officer,
and President
Mark A. Neporent Director 42 1999 -- --
Todd R. Snyder Director 38 1999 -- --
Raymond H. Wechsler Director 55 1999 -- --
D. RICHARD THOMPSON, age 46, Chairman of the Board, Chief Executive
Officer and President, has served as a Director since July 1999. Mr. Thompson
was appointed Chief Executive Officer and President of AEGIS Mortgage
Corporation in 1998 after having served as its Managing Director since 1993. He
holds a law degree from the University of Houston and a B.A. degree from
Centenary College. Mr. Thompson is a member of the State Bar of Texas and the
American Institute of Certified Public Accountants.
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MARK A. NEPORENT, age 42, has served as a Director since July 1999. Mr.
Neporent is Vice President and Chief Operating Officer of Madeleine, L.L.C.
where he has served since 1998. He is also Chief Operating Officer and General
Counsel of Cerberus Capital Management, L.P. where he has served since 1998.
From 1989 to 1998, Mr. Neporent was a partner in the law firm of Schulte, Roth &
Zabel, L.L.P. Mr. Neporent holds a law degree from Syracuse University College
of Law and a B.A. degree from Lehigh University. He is a member of the State Bar
of New York.
TODD R. SNYDER, age 38, has served as a Director since August 1999. Mr.
Snyder has served as a Managing Director of Rothschild Inc. since March 2000.
From 1997 to 2000, Mr. Snyder served as Managing Director of Peter J. Solomon
Company Limited. Mr. Snyder was Principal, Managing Director and National
Director of the Corporate Recovery Practice for Government Enterprises with KPMG
LLP from 1995 to 1997. Mr. Snyder holds a law degree from the University of
Pennsylvania Law School and a B.A. degree with honors from Wesleyan University.
He is a member of the State Bar of New York.
RAYMOND H. WECHSLER, age 55, has served as a Director since August 1999.
Mr. Wechsler is Chairman and Chief Executive of American Equity Partners, Inc.
where he has served since 1992. Mr. Wechsler holds a M.B.A. degree from Columbia
University Graduate School of Business and a B.A. degree from Queens College. He
is a Certified Public Accountant in New York.
MEETINGS AND COMPENSATION OF THE BOARD OF DIRECTORS
Our business and affairs are managed under the broad supervision and
direction of the Board of Directors, which has ultimate responsibility for
establishment and implementation of our goals and policies. The Board of
Directors held seven meetings subsequent to the confirmation of the amended plan
by the Bankruptcy Court. All meetings, other than the meeting to interview
financial advisors, were conducted telephonically. Mr. Marc Lasry, a former
director, was absent for three of the four meetings conducted prior to his
resignation. All other directors participated in each of the meetings of the
Board of Directors. Except as set forth, no director attended fewer than 75% of
the aggregate of the meetings of the Board of Directors. We do not have an Audit
Committee or a Compensation Committee.
Each director who is not otherwise compensated by us for service as our
officer is paid for travel expenses, if any. Mr. Snyder and Mr. Wechsler each
receive director fees of $1,000 monthly.
EXECUTIVE OFFICERS
Our executive officers generally serve at the pleasure of our Board of
Directors. Our executive officers are listed in the foregoing table with the
exception of:
MICHAEL L. KENNEMER, age 40, has served us as Chief Financial Officer and
Treasurer since July 1999. Mr. Kennemer has held the position of Executive Vice
President of AEGIS Mortgage Corporation since December 1998. From 1995 to 1998,
Mr. Kennemer served as Vice
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President, Regional Sales Manager for Countrywide Home Loans. He holds a B.B.A.
in Accounting and Finance from Texas Christian University. Mr. Kennemer is a
member of the Texas Mortgage Bankers Association and the American Institute of
Certified Public Accountants.
VOTE REQUIRED FOR ELECTION
Provided a quorum is present, the election of the director nominees
requires a plurality of the votes cast in person or by proxy at the meeting.
Stockholders may not cumulate their votes for the election of Directors. Under
Delaware law, shares as to which a stockholder abstains or withholds from voting
on the election of directors and shares as to which a broker indicates that it
does not have discretionary authority to vote ("Broker Non-Votes") on the
election of directors will not be counted as voting thereon and therefore will
not affect the election of the nominees receiving a plurality of the votes cast.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" ITS NOMINEES.
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(ITEM 2) APPROVAL OF PLAN OF LIQUIDATION AND DISSOLUTION
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GENERAL
We are proposing the Company's Plan of Liquidation and Dissolution (the
"Plan") for approval by stockholders at the meeting. The Plan was adopted by the
Board of Directors, subject to stockholder approval, on May 2, 2000. A copy of
the Plan is attached as Exhibit A to this Proxy Statement. Certain material
features of the Plan are summarized below. STOCKHOLDERS SHOULD READ THE PLAN IN
ITS ENTIRETY.
On May 2, 2000, the Board of Directors authorized, subject to stockholder
approval, the orderly liquidation of the Company's assets pursuant to the Plan.
The Plan provides that, if stockholder approval is received (such time of
approval deemed the "Effective Date"), our officers and directors will initiate
the winding down, liquidation and dissolution of the Company.
After the Effective Date, we will not engage in any business activities
except for the purpose of preserving the value of our assets, prosecuting and
defending suits by or against us, adjusting and winding up our business and
affairs, selling and liquidating our properties and assets and making
distributions to stockholders in accordance with the Plan. If we deem such
action advisable, the Board of Directors may at any time transfer our remaining
assets and properties to a liquidating trust to complete the liquidation and
distribution of our assets to our stockholders pursuant to the Plan. The
liquidating trust would then succeed to all of our remaining assets, liabilities
and obligations. The Board of Directors may appoint one or more individuals or
corporate persons to act as trustee or trustees of such liquidating trust.
Stockholder approval of the Plan will constitute approval of any appointment and
compensation of such trustees.
During the liquidation of our assets, we may pay to our officers,
directors, employees, "wind-down" consultants, if any, and agents, or any of
them, compensation for services rendered
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in connection with implementation of the Plan. Stockholder approval of the Plan
will constitute approval of the payment of any such compensation.
Prior to making any distributions to our stockholders, we will pay, or as
determined by the Board of Directors, make reasonable provision to pay, all of
our claims and obligations, including all contingent, conditional or unmatured
claims known to us.
We will distribute pro rata to holders of our Common Stock, all available
cash including cash proceeds from the sale or disposition of our assets and
properties after making adequate provisions to pay our debts and obligations.
Once the liquidation of our property and assets is substantially
completed, or at such earlier time as determined by the Board of Directors, our
officers will promptly execute and file a certificate of dissolution with the
Secretary of State of the State of Delaware.
The following resolution will be offered at the meeting:
"RESOLVED, that the Company's Plan of Liquidation and Dissolution
recommended by the Board of Directors be authorized and approved."
BACKGROUND AND REASONS FOR THE PLAN; DIRECTORS' RECOMMENDATION
On July 1, 1999 we were reorganized through a plan of reorganization under
Chapter 11 of Title 11 of the United States Bankruptcy Code and renamed AMC
Financial, Inc. Since the reorganization, we have not engaged in significant
operations. We have concentrated our efforts on settling our debts and
obligations. Available cash has been invested in investment-grade commercial
paper.
In January 2000 we engaged a financial advisor, Peter J. Solomon Company
Limited ("PJSC"), to advise us on strategic alternatives for the future. With
the assistance of our advisor, we considered many strategic alternatives
including: re-entering the mortgage loan origination and servicing business,
selling the Company, liquidating our assets and distributing our cash to our
stockholders upon dissolution, and maintenance of our current status. In April
2000 our financial advisor recommended to the Board of Directors liquidation and
dissolution as the strategy most likely to maximize stockholder value.
After due consideration of alternatives available to the us, the Board of
Directors determined that it was advisable and in the best interests of our
stockholders to liquidate the Company.
If our stockholders do not approve the Plan, the Board of Directors will
explore the alternatives then available for our future.
PRINCIPAL PROVISIONS OF THE PLAN
CESSATION OF BUSINESS ACTIVITIES
Pursuant to the Plan, after the Effective Date, we will not engage in any
business
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activities except for the purpose of preserving the value of our assets,
prosecuting and defending suits by or against us, adjusting and winding up our
business and affairs, selling and liquidating our properties and assets and
making distributions to our stockholders, if any, in accordance with the Plan.
LIQUIDATION OF ASSETS
Prior to the date we are dissolved, as provided for in the Plan, we will
sell, transfer, or otherwise dispose of all of our property and assets to the
extent, for such consideration and upon such terms and conditions as the Board
of Directors deems expedient and in the best interests of the Company, its
creditors and stockholders, without the requirement of further vote or action by
our stockholders. Our assets and properties may be sold in bulk to one buyer or
a small number of buyers or on a piecemeal basis to numerous buyers. We will not
be required to obtain appraisals or other third party opinions as to the value
of our properties and assets in connection with the liquidation. As part of the
liquidation of our property and assets, we will collect, or make provision for
the collection of, all accounts receivable, debts and claims owing to us.
Following our dissolution, any assets remaining available for distribution to
holders of our Common Stock will be distributed only in accordance with the
provisions of the Delaware General Corporation Law.
PAYMENT OF DEBTS AND SETTLEMENT OF OBLIGATIONS
Prior to making any distributions to our stockholders, if any, we will
pay, or as determined by the Board of Directors, make reasonable provision to
pay, all our claims and obligations, including all contingent, conditional or
unmatured claims known to us. Following the Effective Date, the Board of
Directors may establish a contingency reserve (the "Contingency Reserve") and
set aside into the Contingency Reserve such amounts of our cash or property as
the Board of Directors, in its sole discretion, determines is sufficient to
account for unknown events, claims, contingencies and expenses incurred in
connection with the collection and defense of our property and assets and the
liquidation and dissolution provided for in the Plan. Following the payment,
satisfaction or other resolution of all such events, claims, contingencies and
expenses, any amounts remaining in the Contingency Reserve shall be distributed
in accordance with the Plan.
DISTRIBUTIONS TO COMMON STOCKHOLDERS
Following the payment or the provision for the payment of our claims and
obligations, we will distribute pro rata to the holders of our Common Stock all
of our remaining property and assets, if any, in one or a series of
distributions.
CERTIFICATE OF DISSOLUTION
Once the liquidation of our property and assets is substantially completed
(as determined by the Board of Directors) or such earlier time as our Board of
Directors determines, in its discretion, to be appropriate, our officers will
execute and file with the Secretary of State of the State of Delaware, a
certificate of dissolution conforming to the requirements of Section 275 of the
Delaware General Corporation Law (the "Certificate of Dissolution"). From and
after the date such documents are accepted by the Secretary of State of the
State of Delaware, the
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Company will be deemed to be completely dissolved, but will continue to exist
under Delaware law for the purposes of paying, satisfying and discharging any
existing debts or obligations, collecting and distributing its assets, and doing
all other acts required to liquidate and wind up our business affairs. The
members of our Board of Directors in office at the time the Certificate of
Dissolution is accepted for filing by the Secretary of State of the State of
Delaware will have all powers provided to them under the Delaware General
Corporation Law and other applicable law.
POWERS OF OUR BOARD OF DIRECTORS AND OFFICERS
Our Board of Directors and officers are authorized to change the terms of
the Plan prior to filing the Certificate of Dissolution, to change the terms of
any of the transactions referred to in the Plan, to interpret any of the
provisions of the Plan, and to make, execute and deliver such other agreements,
conveyances, assignments, transfers, certificates and other documents and take
such other action as our Board of Directors and officers deem necessary or
desirable in order to carry out the provisions of the Plan and effect the
complete liquidation and dissolution of the Company in accordance with the
Delaware General Corporation Law and any rules and regulations of the Securities
and Exchange Commission or any state securities commission.
CANCELLATION OF STOCK
The distributions to our stockholders pursuant to the Plan, if any, will
be in complete redemption and cancellation of all of the outstanding Common
Stock. As a condition to any disbursement under the Plan made after the filing
of the Certificate of Dissolution (the "Dissolution Distribution"), our Board of
Directors may require you to surrender your certificates evidencing stock to us
or our agent for cancellation. If your certificate for shares of Common Stock
has been lost, stolen or destroyed, you may be required, as a condition to the
disbursement of any distribution under the Plan, to furnish us with satisfactory
evidence of the loss, theft or destruction thereof, together with a surety bond
or other security or indemnity reasonably satisfactory to us.
RECORD DATE AND RESTRICTIONS ON TRANSFER OF SHARES
We will close our stock transfer books and discontinue recording transfers
of Common Stock at the close of business on the record date fixed by the Board
for the Dissolution Distribution (the "Record Date"), and thereafter,
certificates representing Common Stock shall not be assignable or transferable
on our books except by will, intestate succession or operation of law. The
proportionate interests of all of our stockholders shall be fixed on the basis
of their respective stock holdings at the close of business on the Record Date,
and, after the Record Date, any distributions made by us shall be made solely to
the stockholders of record at the close of business on the Record Date, except
as may be necessary to reflect subsequent transfers recorded on our books as a
result of any assignments by will, intestate succession or operation of law.
LIQUIDATING TRUST
If advisable for any reason to complete the liquidation and distribution
of our assets to our stockholders, the Board of Directors may at any time
transfer to a liquidating trust (the "Trust") our remaining assets. The Trust
thereupon will succeed to all of our then remaining
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assets, including all amounts in the Contingency Reserve, and any remaining
liabilities and obligations of the Company. The sole purpose of the Trust will
be to prosecute and defend suits by or against the Company, to settle and close
the business of the Company, to dispose of and convey the assets of the Company,
to satisfy the remaining liabilities and obligations of the Company and to
distribute the remaining assets of the Company to our stockholders. Any
distributions made from the Trust will be made in accordance with the provisions
of the Plan. The Board of Directors may appoint one or more individuals or
corporate persons to act as trustee or trustees of the Trust and to cause the
Company to enter into a liquidating trust agreement with such trustee or
trustees on such terms and conditions as the Board of Directors determines.
Approval of the Plan by the stockholders also will constitute the approval by
the stockholders of any appointment of the trustees and of the liquidating trust
agreement between the Company and such trustees.
COMPENSATION
We may pay our officers, directors, employees and agents, or any of them,
compensation for services rendered in connection with the implementation of the
Plan. Further, if deemed advisable by the Board of Directors, we may pay a
"wind-down" consultant reasonable compensation for services rendered in
connection with our liquidation and dissolution. We presently employ one full
time employee and we have an Administrative Services Agreement with Aegis
Mortgage Corporation ("AEGIS") to assume responsibility for our accounting and
administrative activities. In addition to the expenses we incur under the
Administrative Services Agreement, certain AEGIS employees devote a portion of
their time to assist with our matters and as such their salaries and related
benefits are charged to us at cost. We are incurring expenses of approximately
$210,500 per month pursuant to these arrangements.
INDEMNIFICATION
We shall continue to indemnify our officers, directors, employees and
agents in accordance with our Certificate of Incorporation, bylaws and any
contractual arrangements as therein or elsewhere provided, and such
indemnification shall apply to acts or omissions of such persons in connection
with the implementation of the Plan and the winding up of our affairs. Our
obligation to indemnify such persons may be satisfied out of the Contingency
Reserve or out of assets transferred to the Trust, if any. Our Board of
Directors and the trustees of any Trust are authorized to obtain and maintain
insurance as may be necessary to cover our indemnification obligations.
ABSENCE OF APPRAISAL RIGHTS
Our stockholders are not entitled to appraisal rights or to any similar
rights of dissenters for their shares of Common Stock in connection with the
approval or consummation of the transactions contemplated by the Plan under the
Delaware General Corporation Law.
REGULATION DURING LIQUIDATION
Except for our compliance with the applicable rules and regulations of the
Securities and Exchange Commission, no United States federal or state regulatory
requirements must be complied with or approvals obtained in connection with the
liquidation.
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MATERIAL FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The following discussion is a summary of the material federal income tax
consequences that may result from our liquidation and the distribution of our
assets to stockholders pursuant to the Plan in accordance with the provisions of
the Internal Revenue Code as currently in force. This summary does not discuss
all aspects of federal income taxation that may be relevant to a particular
stockholder or to certain types of persons subject to special treatment under
federal income tax laws (for example, life insurance companies, tax-exempt
organizations or financial institutions) and does not discuss any aspects of
state, local or foreign tax laws that may apply to a particular stockholder.
Because distributions, if any, pursuant to the Plan may occur at various times
and in more than one tax year, no assurances can be given that the tax treatment
described herein will continue to apply unchanged at the time of later
distributions. Stockholders are urged to consult their personal tax advisors as
to their own tax situation.
CONSEQUENCES TO THE COMPANY
After adoption of the Plan, we will continue to be subject to federal
income tax on our income until we complete the distribution of all of our cash
and other assets to stockholders or liquidating trusts. We may recognize income
with respect to any discharge of indebtedness by our creditors.
CONSEQUENCES TO STOCKHOLDERS
If we make liquidating distributions with respect to our outstanding
Common Stock, each stockholder may recognize gain or loss equal to the
difference between (i) the sum of the amount of cash distributed to such
stockholder, and (ii) the stockholder's tax basis in his or her shares of Common
Stock. Provided the stockholder holds the shares of Common Stock as capital
assets, gain or loss recognized by a stockholder will be capital gain or loss
and will be long-term if the stockholder's holding period for the shares of
Common Stock is more than one year, and short-term if such holding period is one
year or less.
A stockholder's gain or loss will be computed on a "per share" basis. Each
stockholder must allocate liquidating distributions from us, if any, equally to
each share of Common Stock and compare the allocated portion of each liquidating
distribution with the stockholder's tax basis in each such share. Because it is
likely that any liquidating distributions will be paid in installments, each
stockholder must first recover the stockholder's tax basis in each share before
recognizing any gain or loss. Thus, each stockholder may recognize gain on an
installment only to the extent that the aggregate value of the installment, and
all prior installments the stockholder received with respect to any share of
Common Stock, exceeds the tax basis in that share, and may recognize a loss with
respect to any share of Common Stock only when the stockholder has received the
final installment and the aggregate value of all liquidating distributions from
the Company with respect to that share of Common Stock is less than the
stockholder's tax basis in such share.
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LIQUIDATING TRUST
If we transfer our assets to a liquidating trust, stockholders may be
treated for tax purposes as having received their pro rata share of our assets
when the transfer occurs. The amount of the taxable distribution to stockholders
on the transfer of our assets to the liquidating trust would be reduced by the
amount of our known liabilities which the liquidating trust assumes or to which
such transferred assets are subject. The liquidating trust itself generally will
not be subject to tax. After the formation of the liquidating trust, each
stockholder would take into account for federal income tax purposes the
stockholder's allocable portion of any income, gain, deduction or loss which the
liquidating trust recognizes. Distributions by the liquidating trust to
stockholders may not be taxable to them. Each stockholder may become liable for
tax as a result of the ongoing operations of the liquidating trust, even if the
liquidating trust has not made any actual distributions to stockholders.
TAXATION OF NON-UNITED STATES STOCKHOLDERS
Foreign corporations or persons who are not citizens or residents of
the United States should consult their tax advisors with respect to the U.S.
and non-U.S. tax consequences of the Plan.
STATE AND LOCAL TAX
Stockholders may also be subject to state or local taxes, and should
consult their tax advisors with respect to the state and local tax consequences
of the Plan.
THE FOREGOING SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS
INCLUDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE TO
ANY STOCKHOLDER. THE TAX CONSEQUENCES OF THE PLAN MAY VARY DEPENDING UPON THE
PARTICULAR CIRCUMSTANCES OF THE STOCKHOLDER. THE COMPANY RECOMMENDS THAT EACH
STOCKHOLDER CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF
THE PLAN.
VOTE REQUIRED FOR APPROVAL AND ADOPTION
Provided a quorum is present, approval and adoption of the Plan requires
the affirmative vote of a majority of the outstanding shares of our Common Stock
entitled to vote at the meeting. Abstentions and Broker Non-Votes have the same
legal effect as a vote against approval and adoption of the Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" APPROVAL AND
ADOPTION OF THE PLAN.
THIS PROXY STATEMENT CONTAINS STATEMENTS THAT ARE NOT BASED ON HISTORICAL
FACT AND ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. AMONG OTHER THINGS, THEY REGARD THE
COMPANY'S LIQUIDITY, FINANCIAL CONDITION, OPERATIONAL MATTERS, CERTAIN STRATEGIC
INITIATIVES AND
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ALTERNATIVES AND THEIR POTENTIAL OUTCOMES AND THE POTENTIAL VALUE OF THE
COMPANY'S PROPERTY AND ASSETS. WORDS OR PHRASES DENOTING THE ANTICIPATED RESULTS
OF FUTURE EVENTS, SUCH AS "ANTICIPATE," "BELIEVE," "ESTIMATE," "EXPECTS," "MAY,"
"NOT CONSIDERED LIKELY," "ARE EXPECTED TO," "WILL CONTINUE," "PROJECT," AND
SIMILAR EXPRESSIONS THAT DENOTE UNCERTAINTY ARE INTENDED TO IDENTIFY SUCH
FORWARD-LOOKING STATEMENTS. THE METHODS USED BY THE BOARD OF DIRECTORS AND
MANAGEMENT IN ESTIMATING THE VALUE OF THE COMPANY'S PROPERTY AND ASSETS DO NOT
RESULT IN AN EXACT DETERMINATION OF VALUE NOR ARE THEY INTENDED TO INDICATE THE
AMOUNT, IF ANY, A STOCKHOLDER MAY RECEIVE IN LIQUIDATION. THE PRICES AT WHICH
THE COMPANY WILL BE ABLE TO SELL ITS PROPERTY AND ASSETS DEPEND LARGELY ON
FACTORS BEYOND THE COMPANY'S CONTROL, INCLUDING, WITHOUT LIMITATION, THE RATE OF
INFLATION, CHANGES IN INTEREST RATES, THE CONDITION OF REAL ESTATE AND FINANCIAL
MARKETS AND THE AVAILABILITY OF FINANCING TO PROSPECTIVE PURCHASERS.
- ------------------------------------------------------------------------------
(ITEM 3) RATIFICATION OF INDEPENDENT AUDITORS FOR 2000
- ------------------------------------------------------------------------------
The Board of Directors appointed our existing certified public accountant,
KPMG LLP, as our independent auditors for 2000 and such appointment is hereby
submitted to the stockholders for ratification. A representative of KPMG LLP is
expected to be present at the meeting and to be available to respond to
appropriate stockholder questions.
In the event the appointment of KPMG LLP as our independent auditors for
2000 is not ratified by the stockholders, the adverse vote will be considered as
a direction to the Board of Directors to select other auditors for the fiscal
year ending December 31, 2000.
Provided a quorum is present, the affirmative vote of a majority of the
votes cast by holders of Common Stock issued and outstanding and entitled to
vote is required for the ratification of the Company's independent auditors for
fiscal year 2000. Under Delaware law, abstentions and Broker Non-Votes are
counted as present in determining whether the quorum requirement is satisfied.
Abstentions and Broker Non-Votes have the same legal effect as a vote against
ratification of the Company's independent accountants.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION
OF THE BOARD'S APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT AUDITORS FOR 2000.
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OTHER INFORMATION
EXECUTIVE COMPENSATION
The following table reflects all forms of compensation for services to the
Company for the periods indicated of each individual who was our (i) chief
executive officer at any time during 1999 or (ii) a Named Executive.
ALL OTHER
---------
NAME YEAR SALARY BONUS COMPENSATION
---- ---- ------ ----- ------------
D. Richard Thompson .............. 1999 $300,000 -- --
CHIEF EXECUTIVE OFFICER AND 1998 -- -- --
PRESIDENT 1997 -- -- --
Steven M. Miller
FORMER CHIEF EXECUTIVE OFFICER OF
CITYSCAPE; SENIOR VICE PRESIDENT
OF CSC ............................ 1999 $174,492 $479,630 --
1998 $250,000 $600,000 --
1997 $201,923 -- $80,000 (1)
Cheryl P. Carl
FORMER VICE PRESIDENT AND SECRETARY
OF CITYSCAPE; TREASURER AND
SECRETARY OF CSC ................. 1999 $323,639 $ 84,814 --
1998 $324,755 $200,000 --
1997 $215,750 -- --
(1) Represents consulting fees paid to Mr. Miller prior to his employment.
Stock options granted to former Cityscape employees are not listed since
the stock option plan was effectively terminated by the confirmation of
Cityscape's amended plan of reorganization in Bankruptcy Court.
STOCK OPTIONS
We granted no options during 1999. Cityscape's stock option plan became
inoperative with the confirmation of the amended plan of reorganization in
Bankruptcy Court.
There were no shares of Cityscape's common stock acquired through the
exercise of stock options during 1999.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Our Common Stock is not registered on a national securities exchange,
market or board. Since our Common Stock is not publicly traded, a comparison
graph is not provided.
REPORT FROM THE COMPENSATION COMMITTEE REGARDING EXECUTIVE COMPENSATION
We do not have a Compensation Committee since we have only one
employee, Mr. Thompson. The bankruptcy court approved Mr. Thompson's salary
of $50,000 monthly.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Since we have no Compensation Committee, there are no relationships
required to be disclosed.
EMPLOYMENT AGREEMENTS
We do not have an employment agreement with Mr. Thompson. Cityscape had an
employment agreement with Cheryl P. Carl requiring that she devote her full time
and best efforts to Cityscape during the term of the agreement. The employment
agreement with Ms. Carl was for a term commencing May 31, 1998 and ended
December 31, 1999. The agreement provided for an annual salary of $275,000.
Because of Ms. Carl's commitment to remain employed with the Company during the
Company's reorganization, the agreement also provided for the payment of a stay
bonus of $200,000, all of which was paid to Ms. Carl by January 5, 1999. Ms.
Carl's compensation for the year ended December 31, 1999 totaled $408,453.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than 10% of our Common
Stock (collectively, "Filing Persons") to file with the SEC initial reports of
ownership (Form 3), reports in changes of ownership (Form 4), or annual report
of ownership (Form 5). All filing Persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms filed.
To our knowledge based on our review of the copies of such reports
furnished to us and upon certain other representations made by filing persons,
each of D. Richard Thompson, Michael L. Kennemer, Todd R. Snyder and Raymond A.
Wechsler failed to timely file one (1) Form 3, which form, was subsequently
filed.
The Company is unable to determine whether the beneficial owners of
Cityscape common stock have complied with Section 16(a) due to the lack of
records and lack of responses to written requests directed to former officers
and directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In the normal course of business some members of the Board of Directors
have proposed business alliances with companies with which they are associated.
In the opinion of management, each of these transactions or arrangements was
entered into on terms as favorable to us as could have been obtained in
transactions or arrangements with unaffiliated third parties.
AEGIS MORTGAGE CORPORATION
We have entered into an Administrative Services Agreement with AEGIS
Mortgage Corporation ("AEGIS") pursuant to which AEGIS has assumed
responsibility for our accounting and administrative activities. We paid AEGIS
$360,000 for such services during 1999.
We have entered into a Mortgage Loan Specialty Servicing Agreement with
AEGIS pursuant to which AEGIS performs services to initiate foreclosure, file
claims and aggressively
14
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pursue loss mitigation activity on specific loans. During the year ended
December 31, 1999, we paid AEGIS servicing fees of $42,805. We expect to pay
servicing fees to AEGIS in excess of $60,000 for the year 2000. Mr. Thompson,
Chairman of the Board of Directors, is a Director, Chief Executive Officer and
President of AEGIS.
MOULTON, INC.
While operating under our former name Cityscape, and prior to the
filing of our voluntary bankruptcy petition and the voluntary bankruptcy
petition of our subsidiary Cityscape Corp., we obtained consulting services
from Moulton, Inc., ("Moulton"). For the year ended December 31, 1999, we
paid Moulton $536,000. We do not anticipate utilizing the services of
Moulton in 2000. Mr. Thompson, Chairman of the Board of Directors, is
President and a 50% shareholder of Moulton. The remaining 50% is owned by
Mr. Thompson's wife.
PETER J. SOLOMON COMPANY LIMITED
We engaged PJSC to develop, evaluate and recommend strategic alternatives
which would maximize stockholder value. We paid PJSC $125,000 upon signing an
engagement letter in January 2000. An additional $125,000 was paid upon PJSC's
presentation of strategic alternatives. The Company does not expect to engage
PJSC for any further services. Mr. Snyder, a director of the Company, was
employed by PJSC when the engagement letter was signed but has since resigned.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of our Common Stock as of May 10, 2000 by each stockholder
known by us to be the beneficial owner of more than 5% of our Common Stock.
NUMBER OF SHARES
NAME OF PERSON OR IDENTITY OF GROUP BENEFICIALLY % OF
SHARES OWNED CLASS
------------------------------------------------------------------------
Stephen Feinberg ....................... 2,638,133 33.9%
450 Park Avenue
New York, NY 10022
MacKay Shields, L.L.C .................. 1,978,596 25.4%
9 West 57th
New York, NY 10019
Continental Casualty Company ........... 611,371 7.9%
CNA Plaza
Chicago, Illinois 60685
OTHER MATTERS
The Board of Directors is not aware of any other matters to be presented
at the meeting. If any other matters should properly come before the meeting,
the person named in the Proxy will vote the Proxies according to his discretion.
15
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STOCKHOLDER PROPOSALS
In the event that the Company has not been dissolved by such time, the
Company intends to mail next year's proxy statement to its stockholders on or
about May 10, 2001. Any stockholder proposals intended to be presented at the
Company's 2001 Annual Meeting of Stockholders must be received by the Company at
its executive office at 11111 Wilcrest Green, Suite 250, Houston, Texas 77042 on
or before January 30, 2001.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ D. Richard Thompson
D. Richard Thompson
Chairman of the Board and Chief Executive Officer
May 30, 2000
Houston, Texas
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EXHIBIT A
TO
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
AMC FINANCIAL, INC.
--------------------------------------------------------------
PLAN OF LIQUIDATION AND DISSOLUTION OF
AMC FINANCIAL, INC.
WHEREAS, the Board of Directors (the "BOARD") of AMC Financial, Inc. (the
"COMPANY"), a Delaware corporation, has deemed it advisable and in the best
interests of the Company that the Company be liquidated and subsequently
dissolved and has approved and determined that this Plan of Liquidation and
Dissolution of AMC Financial, Inc. (this "PLAN") is advisable and in the best
interests of the creditors and stockholders of the Company; and
WHEREAS, the Board has directed that this Plan be submitted to the
stockholders of the Company for their approval or rejection at the annual
meeting of stockholders of the Company to be held on or about June 27, 2000 or
such other date as the Board may determine, in accordance with the requirements
of the Delaware General Corporation Law (the "DGCL"), the Company's Certificate
of Incorporation (the "CERTIFICATE OF INCORPORATION") and the Company's bylaws
(the "BYLAWS"), and has authorized the filing with the Securities and Exchange
Commission (the "SEC"), and the distribution of a proxy statement to
stockholders (the "PROXY STATEMENT"), in connection with the solicitation of
proxies for such meeting; and
WHEREAS, the Board, upon substantial completion of the liquidation of the
Company's properties and assets or such earlier time as determined in its
discretion, may voluntarily dissolve the Company in accordance with the DGCL and
the Internal Revenue Code of 1986, as amended (the "CODE"), upon the terms and
conditions set forth in this Plan;
NOW, THEREFORE, the Board hereby adopts and sets forth this Plan of
Liquidation and Dissolution of AMC Financial, Inc. as follows:
I. EFFECTIVE DATE OF PLAN.
The effective date of this Plan (the "EFFECTIVE DATE") shall be the date
on which the stockholders of the Company vote to approve this Plan.
II. CESSATION OF BUSINESS ACTIVITIES.
This Plan is intended to be a complete plan of liquidation and
dissolution. After the Effective Date, the Company shall not engage in any
business activities except for the purpose of preserving the value of its
assets, prosecuting and defending suits by or against the Company, adjusting and
winding up its business and affairs, selling and liquidating its properties and
assets
17
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and making distributions to stockholders in accordance with this Plan. The
directors in office on the Effective Date and, at the pleasure of such
directors, the officers of the Company, shall continue in office solely for
these purposes and as otherwise provided in this Plan.
III. LIQUIDATION OF ASSETS.
Prior to the date the Certificate of Dissolution (as defined in Section
VII below) is accepted by the Secretary of the State of Delaware (the "SECRETARY
OF STATE") and the Company is dissolved, as provided for in Section VII below
(the "DISSOLUTION DATE"), the Company shall determine whether and when to (i)
transfer the Company's property and assets to a liquidating Trust (established
pursuant to Section XI hereof), (ii) collect, sell, exchange, transfer, lease,
license or otherwise dispose of all of its property and assets to the extent,
for such consideration (which may consist in whole or in part of money or other
property) and upon such terms and conditions as the Board, in its absolute
discretion, deems expedient and in the best interests of the Company and its
creditors and stockholders or (iii) pursue any combination of the options laid
out in (i) and (ii) above, all without any further vote or action by the
Company's stockholders. The Company's assets and properties may be sold in bulk
to one buyer or a small number of buyers or on a piecemeal basis to numerous
buyers. The Company will not be required to obtain appraisals or other third
party opinions as to the value of its properties and assets in connection with
the liquidation. As part of the liquidation of its property and assets, the
Company shall collect, or make provision for the collection, sale or settlement
of, all accounts receivable, debts and claims owing to the Company.
Following the Dissolution Date, any assets remaining available for
distribution to holders of the Common Stock (as defined below) shall be
distributed (the "DISSOLUTION DISTRIBUTION") only in accordance with the
provisions of the DGCL.
IV. PAYMENT OF DEBTS.
Prior to making any distributions to the Company's stockholders, the
Company shall pay, or as determined by the Board, make reasonable provision to
pay, all claims and obligations of the Company, including all contingent,
conditional or unmatured claims known to the Company.
Following the Effective Date, the Board may, if and to the extent deemed
necessary or advisable by the Board in its absolute discretion, establish a
contingency reserve (the "CONTINGENCY RESERVE") and set aside into the
Contingency Reserve such amounts of cash or property of the Company as the
Board, in its sole discretion, determines is sufficient to account for unknown
events, claims, contingencies and expenses incurred in connection with the
collection and defense of the Company's property and assets and the liquidation
and dissolution provided for in this Plan. Following the payment, satisfaction
or other resolution of all such events, claims, contingencies and expenses, any
amounts remaining in the Contingency Reserve shall be distributed in accordance
with this Plan.
V. DISTRIBUTIONS TO COMMON STOCKHOLDERS.
Following the payment or the provision for the payment of the Company's
claims and obligations as provided in Section IV, the Company shall distribute
pro rata to the holders of the Company's common stock, par value $0.01 (the
"COMMON STOCK"), all of its available cash
18
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including cash proceeds of any sale, exchange or disposition, and any remaining
property and assets, if any, in one or a series of distributions. Cash and cash
proceeds of property set aside in the Contingency Reserve shall not be
considered available cash.
If any distribution to a stockholder cannot be made, whether because the
stockholder cannot be located, has not surrendered its certificates evidencing
Common Stock as required hereunder or for any other reason, the distribution to
which such stockholder is entitled (unless transferred to a Trust established
pursuant to Section XI hereof) shall be transferred, at such time as the final
liquidating distribution is made by the Company, to the official of such state
or jurisdiction that the Company reasonably believes to be authorized by
applicable law to receive the proceeds of such distribution. The proceeds of
such distribution shall thereafter be held solely for the benefit of and for
ultimate distribution to such stockholder as the sole equitable owner thereof
and shall be treated as abandoned property and escheat to the applicable state
or other jurisdiction in accordance with applicable law. In no event shall the
proceeds of any such distribution revert to or become the property of the
Company.
VI. NOTICE OF LIQUIDATION.
As soon as practicable after the Effective Date, but in no event later
than twenty (20) days prior to the filing of the Certificate of Dissolution as
provided in Section VII below, the Company shall mail notice in accordance with
the DGCL to all its creditors and employees that this Plan has been approved by
the Board and the Company's stockholders.
VII. CERTIFICATE OF DISSOLUTION.
Once the liquidation of the Company's property and assets is substantially
completed (as determined by the Board) or such earlier time as the Board
determines, in its discretion, to be appropriate, the officers of the Company
shall execute and cause to be filed with the Secretary of State, and elsewhere
as may be required or deemed appropriate, such documents as may be required to
effectuate the dissolution of the Company, including a Certificate of
Dissolution conforming to the requirements of Section 275 of the DGCL (the
"CERTIFICATE OF DISSOLUTION"). From and after the date such documents are
accepted by the Secretary of State, the Company will be deemed to be completely
dissolved, but will continue to exist under Delaware law for the purposes of
paying, satisfying and discharging any existing debts or obligations, collecting
and distributing its assets, and doing all other acts required to liquidate and
wind up the Company's business affairs. The members of the Board in office at
the time the Certificate of Dissolution is accepted for filing by the Secretary
of State shall have all powers provided to them under the DGCL and other
applicable law.
VIII. POWERS OF BOARD AND OFFICERS.
The Board and the officers of the Company are authorized to approve such
changes to the terms of any of the transactions referred to herein, to interpret
any of the provisions of this Plan, and to make, execute and deliver such other
agreements, conveyances, assignments, transfers, certificates and other
documents and take such other action as the Board and the officers of the
Company deem necessary or desirable in order to carry out the provisions of this
Plan and effect the complete liquidation and dissolution of the Company in
accordance with the Code and the
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DGCL and any rules and regulations of the SEC or any state securities
commission, including, without limitation, any instruments of dissolution or
other documents, and withdrawing any qualification to conduct business in any
state in which the Company is so qualified, as well as the preparation and
filing of any tax returns.
IX. CANCELLATION OF STOCK.
The distributions to the Company's stockholders pursuant to this Plan, if
any, shall be in complete redemption and cancellation of all of the outstanding
Common Stock. As a condition to the disbursement of the Dissolution Distribution
under this Plan, the Board may require stockholders to surrender their
certificates evidencing stock to the Company or its agent for cancellation. If a
stockholder's certificate for shares of Common Stock has been lost, stolen or
destroyed, such stockholder may be required, as a condition to the disbursement
of any distribution under this Plan, to furnish to the Company satisfactory
evidence of the loss, theft or destruction thereof, together with a surety bond
or other security or indemnity reasonably satisfactory to the Company.
X. RECORD DATE AND RESTRICTIONS ON TRANSFER OF SHARES.
The Company shall close its stock transfer books and discontinue recording
transfers of Common Stock at the close of business on the record date fixed by
the Board for the Dissolution Distribution (the "RECORD DATE"), and thereafter,
certificates representing the Common Stock shall not be assignable or
transferable on the books of the Company except by will, intestate succession or
operation of law. The proportionate interests of all of the stockholders of the
Company shall be fixed on the basis of their respective stock holdings at the
close of business on the Record Date, and, after the Record Date, any
distributions made by the Company shall be made solely to the stockholders of
record at the close of business on the Record Date, except as may be necessary
to reflect subsequent transfers recorded on the books of the Company as a result
of any assignments by will, intestate succession or operation of law.
XI. LIQUIDATING TRUST.
If deemed advisable for any reason to complete the liquidation and
distribution of the Company's assets to its stockholders, the Board, in its sole
discretion, may at any time transfer to a liquidating trust (the "Trust") the
remaining assets of the Company. The Trust thereupon shall succeed to all of the
then remaining assets of the Company, including all amounts in the Contingency
Reserve, and any remaining liabilities and obligations of the Company. The sole
purpose of the Trust shall be to prosecute and defend suits by or against the
Company, to settle and close the business of the Company, to dispose of and
convey the assets of the Company, to satisfy the remaining liabilities and
obligations of the Company and to distribute the remaining assets of the Company
to its stockholders. Any distributions made from the Trust shall be made in
accordance with the provisions of this Plan. The Board may appoint one or more
individuals or corporate persons to act as trustee or trustees of the Trust and
to cause the Company to enter into a liquidating trust agreement with such
trustee or trustees on such terms and conditions as the Board determines.
Approval of this Plan by the stockholders also will constitute the approval by
the stockholders of any appointment of the trustees and of the liquidating trust
agreement between the Company and such trustees.
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XII. COMPENSATION.
The Company may pay to the Company's officers, directors, employees,
agents and representatives, or any of them, compensation or additional
compensation above their regular compensation for services rendered in
connection with the implementation of this Plan. Further, if deemed advisable by
the Board, the Company may pay "wind-down" or other consultants reasonable
compensation for services rendered in connection with the liquidation and
dissolution of the Company. Approval of this Plan by the stockholders of the
Company shall constitute the approval of the stockholders of the payment of any
such compensation referred to in this Section XII.
XIII. INDEMNIFICATION.
The Company shall continue to indemnify its officers, directors, employees
and agents in accordance with its Certificate of Incorporation, bylaws and any
contractual arrangements as therein or elsewhere provided, and such
indemnification shall apply to acts or omissions of such persons in connection
with the implementation of this Plan and the winding up of the affairs of the
Company. The Company's obligation to indemnify such persons may be satisfied out
of the Contingency Reserve or out of assets transferred to the Trust, if any.
The Board and the trustees of any Trust are authorized to obtain and maintain
insurance as may be necessary to cover the Company's indemnification
obligations.
XIV. COSTS.
The Company is authorized, empowered and directed to pay all consulting,
brokerage, agency, legal, accounting, professional, printing and other fees,
costs and expenses for services rendered to the Company in connection with the
preparation, adoption and implementation of this Plan, including, without
limitation, any such fees and expenses incurred in connection with the
preparation of a proxy statement for the meeting of stockholders to be held for
the purpose, among others, of voting upon the approval of this Plan.
XV. AMENDMENT, MODIFICATION AND TERMINATION.
Notwithstanding authorization or consent to this Plan and the transactions
contemplated hereby by the Company's stockholders, the Board may modify, amend
or abandon this Plan and the transactions contemplated hereby without further
action by the Company's stockholders to the extent permitted by the DGCL.
21
<PAGE>
DETACH HERE
AMC FINANCIAL, INC.
STOCKHOLDER'S PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING TO BE HELD JUNE 27, 2000
The undersigned hereby appoints D. Richard Thompson and Michael C. Balog,
and each of them, either one of whom may act without joinder of the other, with
full power of substitution and ratification, as the attorneys and proxies of the
undersigned and authorizes each of them to vote as designated below all the
shares of Common Stock of AMC Financial, Inc., held of record by the undersigned
on May 10, 2000, at the annual meeting of Stockholders to be held at the Adam's
Mark Hotel, 2900 Briarpark at Westheimer, Houston, Texas, 77042, on June 27,
2000, at 1:00 p.m. (local time) and at any adjournments thereof, hereby
revoking any proxy heretofore given by the undersigned for such meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE
VOTED "FOR" ALL NOMINEES FOR DIRECTOR IN ITEM 1, "FOR THE PLAN OF LIQUIDATION
AND DISSOLUTION IN ITEM 2, AND "FOR" KPMG LLP AS OUR INDEPENDENT AUDITORS FOR
2000 IN ITEM 3.
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. THIS
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE MEETING.
- ----------------- -----------------
| SEE REVERSE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE |
| SIDE | | SIDE |
- ----------------- -----------------
<PAGE>
Dear Stockholder,
Please take note of the important information enclosed with this Proxy. There
are a number of issues related to the operation of AMC Financial, Inc. that
require your immediate attention.
Your vote counts, and you are strongly enncouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign and date the card and return your proxy in the enclosed
postage-paid envelope.
To help us make final plans for the Annual Meeting, please also complete and
return the enclosed postage-paid card if you plan to attend.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
AMC Financial, Inc.
DETACH HERE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE
FOR AGAINST ABSTAIN
1. Election of Directors 2. Approval and Adoption of the Plan [ ] [ ] [ ]
of Liquidation and Dissolution
NOMINEES: (01)D. Richard Thompson, (02)Mark A.
Neporent, (03)Todd R. Snyder, 3. Ratification of KPMG LLP as our [ ] [ ] [ ]
(04)Raymond H. Wechsler independent auditors for 2000
FOR [ ] [ ] WITHHELD 4. In their discretion, the proxies are authorized to vote upon
ALL FROM ALL any other business that may properly come before the meeting
NOMINEES NOMINEES or any adjournment thereof.
[ ] ______________________________________
INSTRUCTION:To withhold authority to vote
for any individual nominee, write the
nominee's name on the line above.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name appears hereon. All joint owners
should sign. When signing as attorney, administrator, trustee,
or gaurdian, give full title as such. If a corporation, please
sign in full corporate name by the President or other authorized
officer. If a partnership, please sign in partnership name and
authorized personnel.
Signature:______________________________ Date:__________________ Signature:______________________________ Date:__________________
</TABLE>
