SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, For Use of the
[_] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
LAIDLAW GLOBAL CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
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):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] 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) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
LAIDLAW GLOBAL CORPORATION
100 PARK AVENUE
NEW YORK, NEW YORK 10017
------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 27, 2001
------------------------------------------------
To the Stockholders of Laidlaw Global Corporation
The 2000 Annual Meeting of Stockholders of Laidlaw Global Corporation (the
"Company") will be held at the Corporate Offices at 100 Park Avenue, New York,
New York 10017, on February 27, 2001 at 4:30 p.m. Eastern Standard Time, to
consider and act upon the following matters:
1. The election of eight (8) directors to serve until their successors
have been elected and qualified.
2. The ratification of the appointment of Grant Thornton LLP as
independent auditors for the Company for the year ending December 31,
2000.
3. To authorize the Board of Directors to amend the Company's Articles of
Incorporation to reduce the number of shares of common stock
outstanding through a 1-for-5 reverse stock split as set forth on
Exhibit A.
4. Such other business as may properly come before the meeting or any
adjournment or postponement thereof.
Only holders of record of common stock, par value $0.00001 per share, of
the Company at the close of business on December 13, 2000 the record date, are
entitled to vote their shares at the Annual Meeting and any adjournment or
postponement of the meeting. Each share of the Company's common stock will
entitle its record holder to one vote on each matter put to a vote at the
meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
WHETHER OR NOT YOU ARE PERSONALLY ABLE TO ATTEND. STOCKHOLDERS WHO DO NOT EXPECT
TO ATTEND THE MEETING IN PERSON ARE URGED TO PLEASE SIGN, DATE AND MAIL THE
ACCOMPANYING PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. THIS WILL ENSURE THAT YOUR
SHARES ARE VOTED IN ACCORDANCE WITH YOUR WISHES AND THAT A QUORUM WILL BE
PRESENT AT THE ANNUAL MEETING.
By Order of the Board of Directors,
Roger Bendelac,
President and Secretary
New York, New York,
January 25, 2001
<PAGE>
PROXY STATEMENT
------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 27, 2001
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Laidlaw Global Corporation, a Delaware
corporation, for use at the Company's Annual Meeting of Stockholders to be held
at 100 Park Avenue, New York, New York 10017, and at any adjournment thereof.
This Proxy Statement and the enclosed form of proxy are first being sent or
given to stockholders of the Company on or about December 18, 2000. The
principal executive offices of the Company are located at 100 Park Avenue, New
York, New York 10017.
PURPORSES OF MEETING
The purposes of the meeting are to consider and act upon the following
matters:
1. The election of eight (8) directors until their successors have been
elected and qualified.
2. Ratification of the appointment of Grant Thornton LLP as independent
auditors for the Company for the year ending December 31, 2000.
3. To authorize the Board of Directors to amend the Company's Articles of
Incorporation to reduce the number of shares of common stock through a
1-for-5 reverse stock split.
4. Such other business as may properly come before the meeting or any
adjournment or postponement thereof.
RECORD DATE; VOTE REQUIRED
The Board of Directors has fixed the close of business on December 13, 2000
as the record date for determination of the Company's stockholders entitled to
notice of and to vote at the Annual Meeting.
As of the record date, there were 27,303,129 shares of the Company's common
stock outstanding, the holders of which are entitled to vote at the Annual
Meeting. The presence at the meeting, in person or by proxy, of the holders of a
majority of the total number of shares of
<PAGE>
common stock outstanding on the record date constitutes a quorum for the
transaction of business at the meeting.
As of the record date, the Company's directors and executive officers and
their affiliates owned an aggregate of 13,201,299 outstanding shares of the
Company's common stock, including shares issuable upon the exercise of vested
employee stock options, or approximately 44% of the shares entitled to vote at
the Annual Meeting.
SOLICITATION OF PROXIES
The Company has retained the services of Corporate Stock Transfer to assist
in the solicitation of proxies from its stockholders. The fees to be paid to
that firm for these services are not expected to exceed $1,200. In addition to
solicitation by mail, the directors, officers and employees of the Company may
solicit proxies from stockholders by telephone, facsimile, other electronic
means or in person. Brokerage houses, nominees, fiduciaries and other custodians
will be requested to forward soliciting materials to beneficial owners and will
be reimbursed for their reasonable expenses incurred in sending proxy materials
to beneficial owners.
Proxies in the accompanying form are solicited on behalf and at the
direction of the Board of Directors. All shares of common stock represented by
properly executed proxies will be voted at the meeting in accordance with the
instructions made on the proxies, unless the proxies have previously been
revoked.
Regarding the election of directors in voting by proxy, stockholders may
vote in favor of the election of all nominees or withhold their votes as to all
nominees or withhold their votes as to specific nominees and with respect to the
other proposals to be voted upon, stockholders may vote in favor of the
proposals, against the proposals or may abstain from voting. Stockholders should
specify their choices on the enclosed form of proxy. If authority to vote a
proxy has not been withheld and no instruction is indicated, the shares will be
voted FOR the election of the nominees for the Board of Directors. If any other
matters are properly presented at the meeting for action, including a question
of adjourning the meeting from time to time, the persons named in the proxies
and acting thereunder will have discretion to vote on such matters in accordance
with their best judgment.
A stockholder executing and returning a proxy has the power to revoke it
before it is exercised, and may do so by delivering a subsequently signed and
dated proxy or other written notice to the Secretary of the Company at any time
prior to the vote at the meeting or by appearing at the meeting and voting in
person the shares to which the proxy relates. Any written notice revoking a
proxy should be sent to the Company, attention: Roger Bendelac, Secretary. The
mailing address of the Company's executive offices is 100 Park Avenue, New York,
New York 10017.
Directors will be elected by a plurality of the votes cast. Abstentions and
broker non-votes will have no effect on the election of directors. The approval
of the proposed amendments will require the affirmative vote of the holders of a
majority of the shares of common stock outstanding on the record date. Thus,
abstentions and broker non-votes will have the same effect as a negative vote.
<PAGE>
PRINCIPAL STOCKHOLDERS AND
SHARE OWNERSHIP BY MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of October 27, 2000, by:
o each person known by the Company to be the beneficial owner of more than 5%
of the outstanding common stock;
o each person serving as a director or nominated for election as a director
of the Company;
o each person serving as an executive officer of the Company; and
o all executive officers and directors of the Company as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "Commission"). In general, a person who
has voting power and/or investment power with respect to securities is treated
as a beneficial owner of those securities. For purposes of this table, shares
subject to outstanding warrants and options exercisable within 60 days of
October 27, 2000 are considered as beneficially owned by the person holding such
securities. To our knowledge, except as set forth in this table, we believe that
the persons named in this table have sole voting and investment power with
respect to the shares shown. Except as otherwise indicated, the address of each
of the directors, executive officers and 5% stockholders in this table is as
follows: Laidlaw Global Corporation, 100 Park Avenue, New York, New York 10017.
Percentage beneficially owned is based upon 29,948,683 shares of common
stock issued and outstanding as of October 27, 2000 including 2,645,554 shares
of common stock issuable upon exercise of outstanding warrants and employee
stock options including 94,454 warrants issued with the Laidlaw Holdings 12%
Senior Secured Euro-Notes and 2,551,100 employee stock options granted under the
1999 Laidlaw Global Corporation Omnibus Plan which are exercisable within 60
days of October 27, 2000. To date, no warrants have been exercised.
<TABLE>
<CAPTION>
Number of Shares Percentage of Common
Beneficially Equity Beneficially
Name of Beneficial Owner Owned Owned
------------------ ----------- --------------------
<S> <C> <C>
PUSA Investment Company 8,341,983 27.85%
2740 North Dallas Parkway, Suite 200
Plano, TX 75093
Europ Continents Holding 1,476,516 4.93%
5 rue C.M. Spoo
L-2546 Luxembourg
Larry Horner(1) 8,404,683 28.06%
Roger Bendelac(2) 587,700 1.96%
Daniel Bendelac(3) 537,700 1.80%
Billimac C. Bradley(4) 8,341,983 27.85%
2740 North Dallas Parkway, Suite 200
Plano, TX 75093
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Jean-Marc Beaujolin(5) 1,476,516 4.93%
5 rue C.M. Spoo
L-2546 Luxembourg
John O'Shea 1,550,000 5.18%
Daniel Luskind 1,550,000 5.18%
Henry Krauss 1,550,000 5.18%
Philip Connor III(6) 537,700 1.80%
Carlos C. Campbell 0 0%
Milmarina Camacho (7) 107,000 .36%
All Directors and Executive
Officers as a Group 13,201,299 44.04%
</TABLE>
----------
(1) Includes 62,700 shares of common stock issuable upon the exercise of
options exercisable within 60 days of October 13, 2000 and 8,341,983 shares
of common stock owned by PUSA Investment Company. As the Chairman of the
Board, President and Chief Executive Officer of PUSA Investment Company,
the 28.19% owner of the Company's common stock, Larry D. Horner may be
deemed to control the investment and voting decisions with respect to the
stock held by PUSA Investment Company in the Company.
(2) Includes 437,700 shares of common stock issuable upon the exercise of
options exercisable within 60 days of October 27, 2000.
(3) Includes 537,700 shares of common stock issuable upon the exercise of
options exercisable within 60 days of October 27, 2000.
(4) Includes 8,341,983 shares of common stock owned by PUSA Investment Company.
As the Chief Executive Officer of Pacific USA Holdings Corp., the parent
company of PUSA Investment Company which is the 28.19% owner of the
Company's common stock, Billimac C. Bradley may be deemed to control the
investment and voting decisions with respect to the stock held by PUSA
Investment Company in the Company.
(5) Includes 1,476,516 shares of common stock owned by Europ Continents
Holding. As a significant stockholder and a director of Europ Continents
Holding, the 4.99% owner of the Company's common stock, Jean-Marc Beaujolin
may be deemed to control the investment and voting decisions with respect
to the stock held by Europ Continents Holding in the Company.
(6) Includes 537,700 shares of stock issuable upon the exercise of options
exercisable within 60 days of October 27, 2000.
(7) Includes 107,000 shares of stock issuable upon the exercise of options
exercisable within 60 days of October 27, 2000.
<PAGE>
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Six of the eight persons nominated for election to the Board of Directors
at the Annual Meeting are currently serving as directors of the Company. The
Company is not aware of any nominee who will be unable or will decline to serve
as a director. If a nominee becomes unable or declines to serve, the enclosed
proxy may be voted for a substitute nominee, if any, designated by the Board of
Directors. The term of office of each person elected as a director will continue
until the later of the next annual meeting of stockholders or until such time as
his successor has been duly elected and qualified. Directors are elected by a
plurality of votes cast. Assuming the presence of a quorum at the Annual
Meeting, abstentions and non-votes, including proxies marked to withhold
authority to vote, will have no effect on the outcome of the election.
The Company's nominees for director are as follows:
<TABLE>
<CAPTION>
Name Age Position with the Company Director Since
---- --- ------------------------- --------------
<S> <C> <C> <C>
Larry D. Horner.............. 66 Chairman of the Board May 27, 1999
and Director
Roger Bendelac............... 44 President, Chief Executive Officer, May 27, 1999
Chief Operating Officer, Secretary
and Director
Jean-Marc Beaujolin.......... 52 Director May 27, 1999
John P. O'Shea............... 44 Director July 1, 1999
Philip Connor III............ 38 Director July 1, 2000
Carlos C. Campbell........... 63 Director July 1, 2000
Marc Riez.................... 37 -------- --------
Arthur James Niebauer........ 42 -------- --------
</TABLE>
Larry D. Horner was re-appointed as the Chairman of the Board in September
2000, and served as a member of the Board of the Company since November 1999.
From June 1999 to November 1999, he served as Chief Executive Officer, Chairman
of the Board and a director of the Company. From June 1999 to November 1999, he
served as Chief Executive Officer, Chairman of the Board and a director of
Laidlaw Holdings. Mr. Horner has served as Chairman of the Board of Laidlaw
Pacific (Asia) Ltd. ("Laidlaw Pacific"), a subsidiary of the Company, since
October 1994. He has also served as Chairman of the Board of Laidlaw Global
Securities since March 1999 and as a director of Global Electronic Exchange
since its inception in February of 1999. Mr. Horner has spent over 36 years with
KPMG International as well as KPMG Peat Marwick (U.S.A.) where he served as
Chairman of the Board and Chief Executive Officer from 1984 to 1990. Mr. Horner
also serves as Chairman of the Board of Directors and a board member to several
corporations including Pacific USA Holdings Corp., PUSA Investment Company, Asia
Pacific Wire & Cable Co., Ltd., and as a board member of American General Corp.,
Phillips Petroleum Company, Lotus Biochemical, Inc., Newmark Homes Corp.,
Atlantis Plastic Corporation, and UT Starcom, Inc.
Roger Bendelac has served as President and Chief Operating Officer of the
Company since November 1999 and the Chief Executive Officer since September
2000. He has also served as Secretary and a director of the Company since June
1999. He served as the Chief Financial
<PAGE>
Officer since June 1999 until September 2000. From July 1997 to November 1999,
Mr. Bendelac served as Chief Financial Officer, Secretary and as a member of the
Board of Directors of Laidlaw Holdings. He has also served as an executive
officer and a director of Laidlaw Global Securities since March 1999 and as
President, Chief Financial Officer, Secretary, Treasurer and a director of
Global Electronic Exchange since its inception in February of 1999. From 1989 to
1997, Mr. Bendelac served as an investment executive with Westminster Securities
Corporation.
Jean-Marc Beaujolin has served as a director of the Company since June 1999
and as a director of Laidlaw Holdings since October 1994. Since 1992, Mr.
Beaujolin has served as the Chairman of the Board of Europ Continents Holding, a
holding company quoted on the Luxembourg stock exchange and principally engaged
in distribution, real estate and financial services in South East Asia. Europ
Continents Holding deals specifically in industrial goods and equipment such as
medical supplies and automotive parts.
John P. O'Shea has served as a director of the Company since July 1, 1999.
Since September 1998, he has served as President and Chief Operating Officer of
Westminster Securities Corporation ("Westminster"). He joined the Board of
Directors of Westminster in January 1997, after serving 10 years as Vice
President. From 1982 to 1987, Mr. O'Shea served as Syndicate Manager of Yamner &
Co., an American Stock Exchange Member Firm. He is an Allied Member of the New
York Stock Exchange and is a Member of the New York Board of Trade. He received
a BA and MA in Economics from the University of Cincinnati.
Philip Connor III has served as a Director of the Company since July 1,
2000. Mr. Connor has served as Head of Institutional Sales of Laidlaw Global
Securities since February 1998 and has served as Executive Vice President and a
director of Global Electronic Exchange since its inception. From 1994 to 1996,
Mr. Connor served as a Senior Vice President of Prudential Securities in their
Private Client Alliance Group, and from 1989 to 1994, he served as a Senior Vice
President in the Private Client Alliance Group at Oppenheimer & Co., Inc.
Carlos C. Campbell has for more than five years operated a consulting
business in Reston, Virginia and serves on the Board of Directors for Resource
America, Inc. and Pico Holdings, Inc., both NASDAQ companies. He also serves on
the Board of Directors for Retirement Street.Com, the Armed Forces Dental
Benevolent Association and the Board of Advisors for Passport Health, Inc. He
has previously served on the Board of Directors for Dominion Bank, Graphic
Scanning, Corp., both public companies, Cataract, Inc., Computer Dynamics, Inc.,
SENSYS, Inc. and numerous other corporations. In 1981, Mr. Campbell was
appointed by President Ronald Reagan as the Assistant Secretary of Commerce for
Economic Development with the U.S. Department of Commerce. He represented
President Reagan as his Envoy to the State Funeral of King Sobhuza II of
Swaziland. He served as the White House Urban Policy Task Force and the
President's Counsel on Integrity and Efficiency, and as a Member of the U.S.
Department of the Treasury Task Force on Debt Management. He led numerous Trade
Delegations and participated in forums in Europe, Africa, the Caribbean and
South America. He also held positions as the alternate U.S. Executive Director,
Inter-American Development Bank, Special Assistant, U.S. Department of Housing
and Urban Development, and Deputy Assistant Administrator for Resources
Development, American Bicentennial Administration. He has visited over
thirty-six nations. During the nine years of active service as a Naval Aviator
and Intelligence Officer, he achieved the rank of Lieutenant Commander and
acquired over 1,000 flight hours in Pacific area
<PAGE>
Patrol Squadrons. He also served with the Defense Intelligence Agency
Headquarters in Washington, D.C. Mr. Campbell has a Master of City and Regional
Planning from Catholic University, a diploma in Engineering Science from the
U.S. Naval Post Graduate School and B.S. from Michigan State University. He also
completed a seminar in Professional Public Management conducted by the Harvard
Graduate School of Business and the Kennedy School of Government. He is the
author of New Towns, Another Way to Live, a 1976 Book-of-the-Month Club
selection, and over 100 articles published in newspapers and magazines. Mr.
Campbell is a licensed pilot and sailor.
Marc Riez has been employed by a subsidiary of the Company, Laidlaw
International S.A. since October 2000 where he is helping to establish brokerage
activities in the European Union markets. From August 1990 to October 2000, Mr.
Riez served as a Managing Director and as Chief Executive Officer of the
International Finance Futures, a subsidiary of Bank Worms which is part of the
Group AXA family of companies, where he focused on trading in French and German
equities, derivatives, and options futures markets. Mr. Riez has a Master's
degree in Finance from the school of the "Hautes Etudes Commerciales."
Arthur James Niebauer has served as a broker on the floor of the New York
Stock Exchange since September 1999 and a Chief Investment Officer for Water
Street Limited since May 1996. From May 1996 until September 1999, he also
served as Managing Director for Walter J. Dowd, Inc. In July 1991, he founded
Berkshire Securities Corporation and served as Vice President, Secretary,
Treasurer and Compliance Officer until May 1996. From April 1992 until September
1998, Spear Leeds & Kellogg employed him for dual registration for state
regulations. Mr. Niebauer ran independent floor operations through Adler Coleman
from May 1991 until April 1992 and prior to that served as an Independent
Registered Representative for Spear Leeds & Kellogg from December 1990 until
March 1991.
The Board of Directors recommends that the stockholders
vote FOR election of the nominees named above.
Key Employees
Other key employees of the Company not serving as directors include the
following:
Thomas Rusling (age 59) has served as the President of Howe & Rusling, Inc.
("Howe & Rusling") since 1965. He is a member of Howe & Rusling's Executive
Committee, Investment Committee and Strategy Group. Mr. Rusling has more than
three decades of portfolio management and corporate experience. He received a BA
in Economics from Yale University and later achieved the Chartered Financial
Analyst designation.
Jack Anderson (age 64) has served as the Executive Vice President of Howe &
Rusling since 1977. He is a member of Howe & Rusling's Executive and Investment
Committees. Prior to joining Howe & Rusling, Mr. Anderson served as a financial
accountant for a Fortune 500 company and as an account executive for a respected
brokerage firm. He received a BS in Engineering from Brown University and an MBA
from Boston University.
Daniel Luskind (age 74) has served as the Co-Chairman of the Board of
Westminster since September 1998. Prior to becoming Co-Chairman, he served as
President of Westminster since
<PAGE>
its inception in 1971. Mr. Luskind is a Certified Public Accountant.
Henry Krauss (age 74) has served as the Co-Chairman and Secretary of
Westminster since September 1998. Prior to becoming Co-Chairman, he served as
Secretary and Treasurer of Westminster since its inception in 1971.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's common stock are required to report their initial ownership of the
Company's common stock and any subsequent changes in that ownership to the
Commission. Specific due dates for these reports have been established and the
Company is required to disclose any failure to file by these dates. Each such
person and entity has filed a Form 3 with the Commission. However, each such
person and entity did not file such form on a timely basis as required by
section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") during the most recent fiscal year.
COMMITEES ON THE BOARD
The Board of Directors has established a Stock Option Committee, composed
of Larry D. Horner, the Chairman and an independent director of the Company, and
Jean-Marc Beaujolin, a director of the Company, who are responsible for
administering the Company's 1999 Omnibus Plan. The members of the Stock Option
Committee are no longer eligible to participate in the Omnibus Plan and qualify
as disinterested persons for purposes of Rule 16b-3(c)(2)(i) of the Exchange
Act. The Stock Option Committee did not hold a meeting in the last fiscal year.
The Board of Directors has established a Compensation Committee, composed
of Messrs. Larry D. Horner, Jean-Marc Beaujolin and Carlos Campbell. The
Compensation Committee is responsible for determining the compensation to the
Company's Officers and Directors.
The Board of Directors has also established an Audit Committee, composed of
Messrs. Carlos Campbell, a director of the Company, and Jean-Marc Beaujolin. The
Audit Committee is responsible for reviewing the results and scope of the audit
and other services provided by the Company's independent auditors as well as
review accounting and control procedures and policies. The Audit Committee held
its first meeting on March 7, 2000 to adopt its written charter, a copy of which
is annexed hereto. The Audit Committee also discussed with the independent
auditors the matters required to be discussed by SAS 61, as may be modified or
supplemented, received written disclosures and letters from the independent
auditors required by Independence Standards Board Standard No. 1 (Independence
Standards Board Standard No. 1, Independence Discussions with Audit Committees),
as may be modified or supplemented, and discussed the independent auditor's
independence. At the meeting, the members of the Audit Committee and the
independent auditors determined that the members of the Audit Committee are
independent as such term is defined under Section 121(A) of The American Stock
Exchange listing standards.
EXECUTIVE COMPENSATION
<PAGE>
The following table summarizes calendar 1997, 1998 and 1999 compensation
for services in all capacities of the Company's executive officers. Bonuses
awarded in 1999 were accrued in December 1999 and paid in January 2000. All
other compensation was earned from commissions generated by the Laidlaw Global
Securities business.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
Awards Payouts
Securities LTIP All Other
Name and Principal Salary Bonus Underlying Payouts Compensation
Position Year ($) ($) Options(#) ($) ($)(2)
------------------ ---- ------- ------ ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Anastasio Carayannis(1), 1999 175,000 302,000 62,700 -- 629,469
Chief Executive 1998 158,333 -- -- -- 242,200
Officer 1997 150,000 -- -- -- 216,697
Roger Bendelac, 1999 101,250 98,000 62,700 -- 177,067
President, Chief 1998 -- -- 225,000 -- 154,233
Operating Officer, 1997 -- -- -- -- 66,410
Chief Financial
Officer and Secretary
Daniel Bendelac, 1999 150,000 134,103 62,700 --
Executive Vice 1998 50,577 10,000 375,000 --
President 1997 -- -- -- --
</TABLE>
(1) As of October 17, 2000, Anastasio Carayannis resigned as a Director of the
Company.
(2) Compensation disclosed in this column is comprised solely of the
commissions earned by Executive Officers in their respective capacities as
registered representatives.
Options Granted
The following table sets forth information with respect to incentive stock
options granted under the Omnibus Plan between May 15, 1997 and October 27, 2000
to executive officers of the Company and its subsidiaries. The percentage of
total options granted to employees during this period is based on an aggregate
of 4,528,500 options granted to employees during the period beginning May 15,
1997 and ending October 1, 2000.
Options Granted from the Period Beginning May 15, 1997 and Ending October
27, 2000
<TABLE>
<CAPTION>
Percentage of Potential
Total Options Realizable Value
Granted to at Assumed
Employees in Annual Rates of
Number of the period Stock Price
Securities beginning May Exercise Appreciation for
Underlying 15, 1997 and Price Per Option Terms
Options ended October 27, Share Expiration
Name Granted 2000 ($) Date 5% ($) 10% ($)
---- ------- ----------------- ----- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Anastasio Carayannis(1) 62,700 1.38% 2.33 5/28/04 553,576 698,573
Roger Bendelac 225,000 4.96% 2.33 1/15/03 1,986,525 2,506,839
62,700 1.38% 2.33 5/28/04 553,576 698,573
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
150,000 3.31% 1.25 8/22/05 239,250 301,950
Daniel Bendelac 375,000 8.27% 2.33 9/3/03 3,310,875 4,178,066
62,700 1.38% 2.33 5/28/04 553,576 698,573
100,000 2.21% 1.25 8/22/05 201,310 159,500
</TABLE>
(1) Mr. Carayannis resigned from his position as Chief Executive Officer and
Director of the Company.
In accordance with the rules of the Commission, hypothetical gains or
"option spreads" that would exist for the respective options are based on
assumed rates of annual compounded stock price appreciation of 5% and 10% from
the date the option was granted over the full option term, assuming a fair
market value equal to the exercise price per share on the date of grant. The 5%
and 10% assumed rates of appreciation are mandated by the Commission and do not
represent the Company's estimate projection of future increases in the price of
our common stock.
Aggregate Option Exercises and Option Values
The following table sets forth information as of October 27, 2000 with
respect to exercisable and unexercisable stock options held by the executive
officers of the Company and its subsidiaries. The value of unexercisable
in-the-money options are based on the fair market value of our common stock at
October 27, 2000, of $1.44 per share, less the exercise price for such shares.
Aggregate Option Exercises as of October 13, 2000
<TABLE>
<CAPTION>
Number of
Securities
Underlying Value of
Shares Unexercised Unexercisable In-
Acquired Options at October 13, the-Money Options
on Value 2000 at October 13, 2000
Exercise Realized Exercisable / Exercisable /
Name (#) ($) Unexercisable Unexercisable
---- -------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Anastasio Carayannis(1) 1,210,500 1,041,030 62,700/0 53,922/0
Roger Bendelac 150,000 129,000 437,700/0 376,422/0
</TABLE>
(1) Mr. Carayannis resigned from his positions as Chief Executive Officer and a
Director of the Company.
Executive Officers Employment Agreements
The Company has entered into a one-year employment agreement with Roger
Bendelac as President, Chief Executive Officer, Chief Operating Officer, and
Secretary. The executive is entitled to a base salary per annum of $165,000.
Roger Bendelac is also entitled to a 40% payout on all gross commissions
generated from his customer accounts. The executive is entitled to an annual
bonus as the compensation committee of the Board of Directors may determine
based upon the performance and achievement of specified goals of the Company. If
the Company's net income for the year ending December 31, 2000 equals that
earned by the Company for the year ended December 31, 1999, then the executive
will be entitled to a bonus of no less than 50% of the bonus they receive for
the prior year. The executive has agreed not to compete with the Company during
the term of employment. The employment agreement includes customary provisions
entitling the Company to terminate the executive's employment for cause or upon
incapacitation or extended disability of the executive. The employment agreement
also includes
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customary provisions to protect the Company's confidential information and
ensure that it will own, among other things, customer lists, products and
business plans.
Benefit Plans
Laidlaw Global Corporation Omnibus Plan
On July 2, 1999, the Board and Directors and stockholders approved the
assumption by the Company of the obligations of exercise of options granted by
Laidlaw Holdings under the Laidlaw Holdings 1997 Omnibus Plan and of options
granted by Westminster under a similar plan. The 1999 Laidlaw Global Corporation
Omnibus Plan provides for the grant of: (a) options which may be designated as
(i) "incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or (ii) non qualified stock options; (b) stock
appreciation rights; (c) restricted stock awards; (d) performance awards; or (e)
other forms of stock-based incentive awards.
The Company's directors, officers, employees, consultants and advisors, or
any subsidiaries of the Company now existing or hereafter formed or acquired, as
determined by the Stock Option Committee, are eligible to participate in the
Omnibus Plan. Shares of the Company's common stock may be granted under the
Omnibus Plan. Subject to certain adjustments, the maximum number of shares which
may be issued under the Omnibus Plan shall not exceed 2,900,000 shares of common
stock.
The Omnibus Plan is administered by the Stock Option Committee. The Board
of Directors may amend the Omnibus Plan as desired without further action by the
stockholders except as required by applicable law and to the extent not causing
any material adverse effect on any rights or benefits of the holders of
outstanding options. The Omnibus Plan will continue to be in effect until
terminated by the Board of Directors.
The consideration for each award under the Omnibus Plan has been
established by the Board of Directors, and will continue to be established by
the Board of Directors and the Stock Option Committee, but in no event will the
option price for incentive stock options be less than the fair market value of a
share of common stock on the date of grant or 110% with respect to optionees who
own at least 10% of the outstanding common stock. Nonqualified options will have
an option price to be determined by the Stock Option Committee, not less than
the fair market value of the common stock on the date the option is granted. The
board of directors and Stock Option Committee has the authority to determine the
time or times at which incentive stock options granted under the Omnibus Plan
become exercisable, provided that the options expire no later than ten years
from the date of grant or five years with respect to optionees who own at least
10% of the outstanding common stock. Incentive stock options may be exercised
only by an employee while employed by the Company or within 30 days after
termination of employment, within one year for termination resulting from
disability, or within three years from termination resulting from death.
Unless otherwise determined by the Board of Directors or Stock Option
Committee, the exercisability of options outstanding under the Omnibus Plan will
accelerate upon a change in
<PAGE>
control of the Company, which includes but is not limited to the merger of the
Company, with or into another corporation where the Company's stockholders no
longer own 50% or more of the stock of the Company, or the sale of substantially
all its assets, regardless of whether the options are assumed or new options are
issued by the successor corporation.
As of October 27, 2000, the Company had options outstanding for the
purchase of 2,703,163 shares of common stock under the Omnibus Plan. These
options have exercise prices ranging from $0.83 to $8.00 per share, and are held
by approximately 100 individuals or entities.
RELATED TRANSACTIONS
Transactions with PUSA Investment Company
The Company is a party to certain agreements with PUSA Investment Company,
a 28.19% stockholder of the Company. Larry D. Horner, the Company's Chairman,
serves as the Chairman of the Board, President and Chief Executive Officer of
PUSA Investment Company and Chairman of its Parent Company Pacific USA Holdings
Corp. ("PUSA"). Billimac C. Bradley is the Chief Executive Officer of PUSA.
Loans from PUSA
The Company received loans in the past from PUSA for which it paid
interest. The loans are used to help pay operating expenses and fund capital
requirements. Interest on such loans amounted to $26,263 and $37,037 for the
years ended December 31, 1999 and 1998, respectively. There have been no such
loans since January of 1999.
Sale of Subsidiary of PUSA
On December 15, 1999, PUSA sold its wholly owned subsidiary Newmark Homes,
Corp. Laidlaw Global Securities, a broker-dealer subsidiary of the Company,
served as investment banker in connection with the transaction and earned a fee
of $2,150,000.
Acquisition of Laidlaw Pacific from PUSA
On March 29, 2000, the Company acquired Laidlaw Pacific ("Asia"), Ltd. from
PUSA and Laidlaw Pacific Financial Services Ltd. The amount paid was 200,000
shares of common stock of the Company and $HK 4 million. Laidlaw Pacific is a
registered Dealer and Investment advisor with the Hong Kong Securities and
Futures Commission and is primarily engaged in providing corporate financial
advisory services, and has all licenses to engage in the investment banking
business in Hong Kong.
Finder's Fee to John O'Shea
Pursuant to a Letter of Intent dated April 30, 1999 between Laidlaw
Holdings and Westminster to enter into the reorganization, Laidlaw Holdings paid
a finder's fee of $50,000 to John O'Shea, a director of the Company.
<PAGE>
Formation of GlobeShare Group, Inc. (f/k/a Global Electronic Exchange) and
Globeshare
In January 1999, the Company, in a joint venture with its executive
officers and directors including Anastasio Carayannis, Roger Bendelac, Daniel
Bendelac, and with Philip Connor III, a nominee for election to the Board of
Directors, formed Global Electronic Exchange and its broker-dealer subsidiary
Globeshare. The Company received 8,190,000 shares of Global Electronic Exchange
common stock in exchange for expenses paid and services rendered by the Company
on its behalf, prior to December 1999, in the amount of $558,770. This resulted
in a 59% ownership in Global Electronic Exchange by the Company as of October
27, 2000. In association with the private placement of Global Electronic
Exchange common stock under Regulation D of the Securities Act of 1933, as
amended (the "Securities Act"), Laidlaw Global Securities received $440,190 for
services rendered as placement agent.
PROPOSAL NO. 2:
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Grant Thornton LLP as the independent
auditors of the Company for the current fiscal year. The selection is being
submitted to the stockholders for ratification at the Annual Meeting; if the
stockholders do not vote for ratification, the Board will reconsider such
selection. Representatives of Grant Thornton LLP are expected to be present at
the Annual Meeting, will have the opportunity to make a statement if they so
desire and are expected to be available to respond to appropriate questions.
On August 19, 1999, Comiskey & Company, P.C., the Company's former
principal independent auditor for the previous two fiscal years, were replaced
due to the change in control of the Company pursuant to the recent
reorganization. The Company's principal stockholders and new Board of Directors
determined that it was in the best interest of the Company to retain the firm of
Grant Thornton LLP who served as the independent auditors of the Company's
subsidiary Laidlaw Holdings, commencing with the fiscal year ending December 31,
1998. On or about August 16, 1999, the Board of Directors approved the
engagement of Grant Thornton LLP to serve as the Company's independent auditor.
Further, on or about that same date, Grant Thornton LLP entered into an
agreement with the Company to provide such independent auditor services.
The reports of Comiskey & Company, P.C. on the Company's financial
statements did not contain an adverse opinion or disclaimer and was not
qualified as to audit scope or accounting principles. There were no
disagreements, whether or not resolved, with Comiskey & Company, P.C. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which if not resolved to the former accountant's
satisfaction, would have caused it to make reference to the subject matter
thereof in connection with its report. During the previous two fiscal years and
through August 19, 1999, there were no "reportable events" as that term is
defined in Item 304(a)(1)(iv) of Regulation S-B of the Securities Act. At the
Company's request, Comiskey & Company, P.C. furnished the Company with a letter
addressed to the Commission, dated August 19, 1999, a copy of which has been
filed
<PAGE>
as an exhibit to the Company's Current Report on Form 8-K dated August 20, 1999,
pursuant to which Comiskey & Company, P.C. agreed with the above terms.
During the two previous fiscal years and through August 19, 1999, the
Company did not consult with Grant Thornton LLP on matters (i) regarding the
application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on the Company's financial statements, or
(ii) which concerned the subject matter of a disagreement or reportable event
with the former auditor (as described in Regulation S-B, Item 304).
Ratification of the selection of Grant Thornton LLP requires the
affirmative vote of at least a majority of the shares of the common stock voted
at the Annual Meeting. Although the Company's Board of Directors is submitting
the appointment of Grant Thornton LLP for stockholder approval, it reserves the
right to change the selection of Grant Thornton LLP as auditors, at any time
during the fiscal year, if it deems such change to be in the best interest of
the Company, even after stockholder approval.
The Board of Directors recommends that the stockholders
vote FOR the ratification of Grant Thornton LLP as
Independent Auditors for the Company for the
fiscal year ending December 31, 2000
PROPOSAL NO. 3:
AUTHORIZING THE BOARD OF DIRECTORS
TO EFFECT A REVERSE STOCK SPLIT
The Board of Directors has unanimously adopted a resolution approving, and
recommending to the Company's stockholders for their approval, a discretionary
amendment to our Certificate of Incorporation authorizing a 1-for-5 reverse
stock split of the shares of common stock of the Company (the "Reverse Stock
Split"). The Reverse Stock Split, if effected by the Board, will decrease the
shares of common stock of the Company issued and outstanding, or held as
treasury shares, and will correspondingly increase the par value of the common
stock, but will not change the number of authorized shares of common stock.
Currently the Company is authorized pursuant to its Certificate of
Incorporation to issue 50,000,000 shares of Common Stock. As of the record date,
there were 27,303,129 shares of Common Stock outstanding, 158,500 treasury
shares and 22,538,071 unissued shares. The reverse split will not alter the
number of authorized shares of stock or any other provision of the Company's
Certificate of Incorporation. If the stockholders approve the reverse stock
split and the Board of Directors proceeds with the reverse stock split,
outstanding shares will be reduced to 5,460,626 and 31,760 treasury shares,
respectively, and unissued shares increased to 44,507,614.
The Company's Common Stock is listed for trading on the American Stock
Exchange. Shares of the Company's Common Stock trade for less than one dollar
per share. Management believes, although there can be no assurance, that if the
Company's shares traded at a higher price, there would be more investor interest
in its Common Stock.
The Board of Directors recommends that the stockholders
vote FOR granting authority to the Board of Directors
to effect a reverse stock split.
INTEREST OF CERTAIN PERSONS IN
OPPOSITION TO MATTERS TO BE ACTED UPON
The Company is not aware of any substantial interest, direct or indirect,
by securities holdings or otherwise of any officer, director, or associate of
the foregoing persons in any matter to be acted on, as described herein, other
than elections to offices.
<PAGE>
OTHER MATTERS
Company management is not aware of any other business which may come before
the meeting. However, if additional matters properly come before the meeting,
proxies will be voted at the discretion of the proxy holders. The cost of
soliciting proxies will be borne by the Company. In addition to solicitation by
mail, certain employees of the Company, who will receive no special compensation
therefor, may solicit proxies in person or by telephone or electronic mail. No
additional written materials besides the Proxy Statement have been authorized or
will be employed in connection with the solicitation of proxies.
STOCKHOLDERS' PROPOSALS TO BE PRESENTED
AT THE COMPANY'S NEXT ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the Annual Meeting of
Stockholders in 2001 pursuant to Rule 14a-8 under the Exchange Act must be
received by the Company no later than December 31, 2000 to be considered for
inclusion in the Company's proxy materials for that meeting. The proposal must
be mailed to the Company's principal executive offices at 100 Park Avenue, New
York, New York 10017, Attn: Roger Bendelac.
PROVISION OF CERTAIN ADDITIONAL INFORMATION
A copy of our Annual Report for the year ended December 31, 1999 has been
included with this Proxy Statement.
A copy of the Company's report on Form 10-KSB for the year ended December
31, 1999 will be furnished without charge to any person solicited hereby upon
written request directed to 100 Park Avenue, New York, New York 10017, Attn:
Roger Bendelac.
BY ORDER OF THE BOARD OF DIRECTORS
By:
--------------------------------
Roger Bendelac,
President and Secretary
<PAGE>
DETACH HERE
This proxy when properly signed will be voted in the manner directed herein
by the undersigned shareholder.
IF NO DIRECTION IS PROVIDED, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2
AND 3.
Please mark your votes as indicated [X]
PROPOSALS FOR ELECTION AGAINST ABSTAIN
1. Election of Directors
Larry D. Horner [ ] [ ] [ ]
Roger Bendelac [ ] [ ] [ ]
Jean-Marc Beaujolin [ ] [ ] [ ]
John P. O'Shea [ ] [ ] [ ]
Philip Connor III [ ] [ ] [ ]
Carlos C. Campbell [ ] [ ] [ ]
Marc Riez [ ] [ ] [ ]
Arthur James Niebauer [ ] [ ] [ ]
2. Ratification of Grant Thornton LLP as independent auditors for the Company.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Authorizing the Board of Directors to effect the Reverse Stock Split.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
IMPORTANT: PLEASE SIGN AND RETURN PROMPTLY. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
------------------------------- ------------------------------
Name: (If Jointly Held)
Title: Name:
Title:
<PAGE>
Dated __________________, 2000
EXHIBIT INDEX
Exhibit No. Description
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1.1 Audit Committee Charter
A Amendment to Certificate
of Incorporation
