<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
OCWEN FINANCIAL 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> 2
(OCWEN LOGO)
March 30, 2000
Dear Fellow Shareholder:
On behalf of the Board of Directors I cordially invite you to attend the
Annual Meeting of Shareholders of Ocwen Financial Corporation, which will be
held at the first floor offices of the Company located at 1675 Palm Beach Lakes
Boulevard, West Palm Beach, Florida 33401, on Tuesday, May 16, 2000 at 9:00
a.m., Eastern Time. The matters to be considered by shareholders at the Annual
Meeting are described in detail in the accompanying materials.
IT IS VERY IMPORTANT THAT YOU BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER YOU ARE ABLE TO ATTEND THE
ANNUAL MEETING IN PERSON. Let me urge you to mark, sign and date your proxy card
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will ensure
that your vote is counted if you are unable to attend.
Your continued support of and interest in Ocwen Financial Corporation are
sincerely appreciated.
Sincerely,
(William C. Erbey)
William C. Erbey
Chairman and Chief Executive Officer
<PAGE> 3
OCWEN FINANCIAL CORPORATION
1675 Palm Beach Lakes Boulevard
West Palm Beach, Florida 33401
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2000
------------------------
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders of Ocwen
Financial Corporation (the "Company") will be held at the first floor offices of
the Company located at 1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida
33401 on Tuesday, May 16, 2000 at 9:00 a.m., Eastern Time, for the following
purposes:
1. To elect five directors for a one-year term and until their
successors are elected and qualified;
2. To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as the independent auditor of the Company
for the fiscal year ending December 31, 2000; and
3. To transact such other business as may properly come before the
meeting and any adjournment thereof. Management is not aware of any
other such business.
The Board of Directors has fixed March 15, 2000 as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting and any adjournment thereof. Only shareholders of record at the close of
business on that date will be entitled to vote at the Annual Meeting or any
adjournment thereof.
By Order Of The Board Of Directors,
(John R. Erbey)
John R. Erbey
Secretary
West Palm Beach, Florida
March 30, 2000
<PAGE> 4
OCWEN FINANCIAL CORPORATION
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished to holders of the common stock, par
value $.01 per share (the "Common Stock"), of Ocwen Financial Corporation, a
Florida corporation (the "Company"). Proxies are being solicited on behalf of
the Board of Directors of the Company to be used at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the first floor offices of the
Company located at 1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida
33401, on Tuesday, May 16, 2000 at 9:00 a.m., Eastern Time, and at any
adjournment thereof, for the purposes set forth in the Notice of Annual Meeting
of Shareholders. This Proxy Statement and the accompanying proxy card (the
"Proxy") are first being mailed to shareholders on or about March 30, 2000.
The Proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
Proxy received will be voted: (i) for each of the nominees for director
described herein; (ii) for ratification of the appointment of
PricewaterhouseCoopers LLP as the independent auditor for 2000; and (iii) upon
the transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies.
Any shareholder giving a Proxy has the power to revoke it at any time
before it is exercised by: (i) filing written notice thereof with the Secretary
of the Company (John R. Erbey, Secretary, Ocwen Financial Corporation, 1675 Palm
Beach Lakes Boulevard, West Palm Beach, Florida 33401); (ii) submitting a
properly executed Proxy bearing a later date; or (iii) appearing at the Annual
Meeting and giving the Secretary notice of his or her intention to vote in
person. Proxies solicited hereby may be exercised only at the Annual Meeting and
any adjournment thereof and will not be used for any other meeting.
VOTING
Only holders of record of Common Stock at the close of business on March
15, 2000 (the "Voting Record Date") will be entitled to vote at the Annual
Meeting or any adjournment thereof. On the Voting Record Date, there were
68,530,325 shares of Common Stock issued and outstanding, and the Company had no
other class of equity securities outstanding. (All information relating to the
number and price of shares of Common Stock contained in this Proxy Statement has
been adjusted to reflect the two-for-one split of the Common Stock in November
1997.) Each share of Common Stock is entitled to one vote at the Annual Meeting
on all matters properly presented thereat.
Assuming the presence of a quorum, the five persons receiving the greatest
number of votes of the Common Stock cast at the Annual Meeting by the holders of
stock entitled to vote shall be elected as directors of the Company. Assuming
the presence of a quorum, the proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditor for 2000 and any
other matter properly submitted to shareholders for their consideration at the
Annual Meeting (other than the election of directors) shall be approved if the
votes cast by the holders of the shares represented at the Annual Meeting and
entitled to vote on the subject matter favoring the action exceed the votes cast
opposing the action.
With regard to the election of directors, shareholders may vote in favor of
or withhold authority to vote for one or more nominees for director. Votes that
are withheld and broker non-votes in connection with the election of one or more
nominees for director will not be counted as votes cast for such individuals and
accordingly will have no effect. Abstentions may be specified on all other
proposals. Abstentions and broker non-votes will not be counted in determining
the votes cast in connection with the proposal to ratify the appointment of the
Company's independent auditor and thus will have no effect on such proposal.
The presence at the Annual Meeting of a majority of the votes entitled to
be cast, represented in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting.
1
<PAGE> 5
ELECTION OF DIRECTORS
(PROPOSAL ONE)
The Company's Bylaws provide that the Board of Directors of the Company
shall be comprised of between three and seven members, with the exact number to
be fixed by the Board of Directors. A resolution adopted by the Board of
Directors pursuant to the Company's Bylaws has established the number of
directors at five. Directors are elected annually and hold office until the
earlier of the election and qualification of their successors or their
resignation and removal.
Each of the five persons standing for election at the Annual Meeting is
currently a director of the Company. There are no arrangements or understandings
between any nominee for director and any other person pursuant to which such
person was selected as a nominee. William C. Erbey, Chairman of the Board and
Chief Executive Officer, and John R. Erbey, Senior Managing Director, General
Counsel and Secretary, are brothers. Otherwise, no director is related to any
other director or executive officer of the Company by blood, marriage or
adoption.
If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the person or persons appointed as
proxies will nominate and vote for a replacement nominee or nominees recommended
by the Board of Directors. At this time, the Board of Directors knows of no
reason why any of the nominees listed below would not be able to serve as a
director if elected.
NOMINEES FOR DIRECTOR
The following table sets forth certain information concerning the directors
of the Company.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE(1) SINCE
- ---- ------- --------
<S> <C> <C>
William C. Erbey............................................ 50 1988
Hon. Thomas F. Lewis........................................ 75 1997
W.C. Martin................................................. 51 1996
Howard H. Simon............................................. 59 1996
Barry N. Wish............................................... 58 1988
</TABLE>
- ---------------
(1) As of March 15, 2000.
The principal occupation for the last five years of each director of the
Company, as well as certain other information, is set forth below.
William C. Erbey. Mr. Erbey has served as the Chairman of the Board of
Directors of the Company since September 1996 and as the Chief Executive Officer
of the Company since January 1988 and served as the Chief Investment Officer of
the Company from January 1992 to August 1999 and the President of the Company
from January 1988 to May 1998. Mr. Erbey has served as the Chairman of the Board
of Directors of Ocwen Federal Bank FSB (the "Bank") since February 1988 and as
the Chief Executive Officer of the Bank since June 1990. He also serves as a
director and officer of many subsidiaries of the Company. From 1983 to 1995, Mr.
Erbey served as a Managing General Partner of The Oxford Financial Group
("Oxford"), a private investment partnership that was the predecessor of the
Company. From 1975 to 1983, Mr. Erbey served at General Electric Capital
Corporation ("GECC") in various capacities, most recently as the President and
Chief Operating Officer of General Electric Mortgage Insurance Corporation. Mr.
Erbey also served as the Program General Manager of GECC's Commercial Financial
Services Department and as the President of Acquisition Funding Corporation. He
received a Bachelor of Arts in Economics from Allegheny College and a Master of
Business Administration from Harvard University.
Hon. Thomas F. Lewis. Mr. Lewis has served as a director of the Company
and of the Bank since May 1997. Mr. Lewis served as a United States Congressman,
representing the 12th District of Florida, from 1983 to 1995. He served in the
House and Senate of the Florida State Legislature at various times. Mr. Lewis is
a principal of Lewis Properties and a director of T&M Ranch. He is also a member
of the Economic Council of
2
<PAGE> 6
Palm Beach County. Mr. Lewis formerly served as a United States delegate to the
North Atlantic Treaty Organization and as a member of the President's Advisory
Commission on Global Trade Policies. He attended the University of Florida and
holds an Associate's Degree from Palm Beach Junior College, a Certificate in
Engineering from the Massachusetts Institute of Technology and honorary
doctorates from the Florida Institute of Technology and Nova University.
W.C. Martin. Mr. Martin has served as a director of the Company since July
1996 and of the Bank since June 1996. Since 1982, Mr. Martin has been associated
with Holding Capital Group ("HCG") and has been engaged in the acquisition and
turnaround of businesses in a broad variety of industries. Since March 1993, Mr.
Martin also has served as President and Chief Executive Officer of SV Microwave,
a company he formed along with other HCG investors to acquire the assets of the
former Microwave Division of Solitron Devices, Inc. In 1998, Mr. Martin became
CEO of HCG Technologies, Inc. ("HCGT"), a holding company formed by him and HCG
to acquire, fund or start technology companies. In 1999, he became CEO of SV
Microwave Commercial Products Group, Inc., a newly formed subsidiary of HCGT
engaged in the design, production and sale of passive microwave devices. Prior
to 1982, Mr. Martin was a Manager in Touche Ross & Company's Management
Consulting Division, and prior to that he held positions in financial management
with Chrysler Corporation. Mr. Martin received a Bachelor of Science in
Industrial Management from LaSalle University and a Master of Business
Administration from Notre Dame.
Howard H. Simon. Mr. Simon has served as a director of the Company since
July 1996 and of the Bank since 1987. Mr. Simon is the Managing Director of
Simon, Master & Sidlow, P.A., a certified public accounting firm which Mr. Simon
founded in 1978 and which is based in Wilmington, Delaware. Mr. Simon is a past
Chairman and current member of the Board of Directors of CPA Associates
International, Inc. Prior to 1978, Mr. Simon was a Partner of Touche Ross &
Company. Mr. Simon is a graduate of the University of Delaware and a Certified
Public Accountant.
Barry N. Wish. Mr. Wish has served as Chairman, Emeritus of the Board of
Directors of the Company since September 1996, and he previously served as
Chairman of the Board of the Company from January 1988 to September 1996. Mr.
Wish has served as a director of the Bank since February 1988. From 1983 to
1995, he served as a Managing General Partner of Oxford, which he founded. From
1979 to 1983, he was a Managing General Partner of Walsh, Greenwood, Wish & Co.,
a member firm of the New York Stock Exchange. Prior to founding that firm, Mr.
Wish was a Vice President and shareholder of Kidder, Peabody & Co., Inc. He is a
graduate of Bowdoin College.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
EACH OF THE NOMINEES FOR DIRECTOR.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held a total of 13 meetings during
1999. No director of the Company attended fewer than 75% of the total number of
meetings of the Board of Directors held during 1999 and of the total number of
meetings held by all committees thereof during the period on which such director
served during 1999.
The Board of Directors of the Company has established an Executive
Committee, an Audit Committee and a Nominating and Compensation Committee. A
brief description of these committees is set forth below.
The Executive Committee is generally responsible to act on behalf of the
Board of Directors on all matters when the full Board of Directors is not in
session. Currently, the members of this committee are Directors William C. Erbey
(Chairman) and Wish. This committee met 13 times during 1999.
The Audit Committee of the Board of Directors reviews and advises the Board
of Directors with respect to reports by the Company's independent auditor and
monitors the Company's compliance with laws and regulations applicable to the
Company's operations. Currently, the members of the Audit Committee are
Directors Simon (Chairman), Lewis and Martin. This committee met six times
during 1999.
3
<PAGE> 7
The Nominating and Compensation Committee evaluates and makes
recommendations to the Board of Directors for the election of directors, as well
as handles personnel and compensation matters relating to the executive officers
of the Company. The Nominating and Compensation Committee will consider nominees
for director recommended by shareholders, but has not adopted any procedures to
be followed by shareholders in submitting such recommendations. Currently, the
members of the Nominating and Compensation committee are Directors Martin
(Chairman), Lewis and Simon. This committee met four times during 1999.
BOARD OF DIRECTORS COMPENSATION
Pursuant to a Directors Stock Plan adopted by the Board of Directors and
shareholders of the Company in July 1996, the Company compensates directors by
delivering a total annual value of $10,000 payable in shares of Common Stock
(which may be prorated for a director serving less than a full one-year term, as
in the case of a director joining the Board of Directors after an annual meeting
of shareholders), subject to review and adjustment by the Board of Directors
from time to time. Such payment is made after the annual organizational meeting
of the Board of Directors which follows the annual meeting of shareholders of
the Company. An additional annual fee payable in shares of Common Stock, which
currently amounts to $2,000, subject to review and adjustment by the Board of
Directors from time to time, is paid to committee chairs after the annual
organizational meeting of the Board of Directors. During 1999, an aggregate of
6,099 shares of Common Stock was granted to the five directors of the Company
and the three committee chairs.
The number of shares issued pursuant to the Directors Stock Plan is based
on their "fair market value" on the date of grant. The term "fair market value"
is defined in the Directors Stock Plan to mean the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange on the
relevant date.
Shares issued pursuant to the Directors Stock Plan, other than the
committee fee shares, are subject to forfeiture during the 12 full calendar
months following election or appointment to the Board of Directors or a
committee thereof if the director does not attend an aggregate of at least 75%
of all meetings of the Board of Directors and committees thereof of which he is
a member during such period.
Each of the members of the Board of Directors of the Company also serves on
the Board of Directors of the Bank. During 1999, the Bank compensated its
directors through quarterly payments of $2,500 in cash in respect of their
service on the Bank's Board of Directors during the preceding 3-month period. An
additional quarterly payment of $500 in cash was paid to committee chairs.
During 1999, an aggregate of $56,000 in cash was paid to the five directors of
the Company in respect of their service as members of the Board of Directors of
the Bank, including as chairman of the three committees of the Bank's Board of
Directors.
4
<PAGE> 8
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth certain information with respect to each
person who currently serves as an executive officer of the Company but does not
serve on the Company's Board of Directors. Executive officers of the Company are
elected annually by the Board of Directors and generally serve at the discretion
of the Board. There are no arrangements or understandings between the Company
and any person pursuant to which such person was elected as an executive officer
of the Company. Other than William C. Erbey and John R. Erbey, who are brothers,
no director or executive officer is related to any other director or executive
officer of the Company or any of its subsidiaries by blood, marriage or
adoption.
<TABLE>
<CAPTION>
NAME AGE(1) POSITION
- ---- ------ --------
<S> <C> <C>
John R. Barnes............................... 57 Senior Vice President
Trini L. Donato.............................. 32 Senior Vice President, Deputy
General Counsel and Assistant
Secretary
John R. Erbey................................ 59 Senior Managing Director, General
Counsel and Secretary
Ronald M. Faris.............................. 37 Executive Vice President
Christine A. Reich........................... 38 President
Mark S. Zeidman.............................. 48 Senior Vice President, Chief
Financial Officer and Chief
Investment Officer
</TABLE>
- ---------------
(1) As of March 15, 2000.
The background for the last five years of each executive officer of the
Company who is not a director, as well as certain other information, is set
forth below.
John R. Barnes. Mr. Barnes has served as a Senior Vice President of the
Company and the Bank since May 1994 and served as a Vice President of the
Company and the Bank from October 1989 to May 1994. He also serves as an officer
of many subsidiaries of the Company. Mr. Barnes was a Tax Partner in the firm of
Deloitte Haskins & Sells from 1986 to 1989 and in the firm of Arthur Young & Co.
from 1979 to 1986. Mr. Barnes was the Partner in Charge of the Cleveland Office
Tax Department of Arthur Young & Co. from 1979 to 1984. He received a Bachelor
of Science in Accounting from Ohio State University and is a Certified Public
Accountant.
Trini L. Donato. Ms. Donato has served as Senior Vice President of the
Company and the Bank since May 1999 and served as Vice President of the Company
and the Bank from May 1998 to May 1999 and in various positions in the Company's
Law Department from August 1995 to May 1998. She also serves as an officer of
many subsidiaries of the Company. Ms. Donato was an associate at Greenberg
Traurig from 1992 to 1995 and at Chadbourne & Parke from 1990 to 1992. She
received a Bachelor of Arts from the University of Florida and a Juris Doctor
from the University of Michigan. Ms. Donato is a member of both the New York and
Florida bars.
John R. Erbey. Mr. Erbey has served as Senior Managing Director of the
Company since May 1998 and as Secretary of the Company since June 1989 and
served as a Managing Director of the Company from January 1993 to May 1998 and
Senior Vice President of the Company from June 1989 until January 1993. Mr.
Erbey has served as a director of the Bank since 1990, as a Senior Managing
Director of the Bank since May 1998, and as Secretary of the Bank since July
1989. He also serves as an officer and/or a director of many subsidiaries of the
Company, including as Chairman and CEO of Ocwen Technology Xchange, Inc. since
April 1998. From 1971 to 1989, Mr. Erbey was a member of the Law Department of
Westinghouse Electric Corporation and held various management positions,
including Associate General Counsel and Assistant Secretary from 1984 to 1989.
Previously, he held the positions of Assistant General Counsel of the Industries
and International Group and Assistant General Counsel of the Power Systems Group
of Westinghouse. He
5
<PAGE> 9
received a Bachelor of Arts from Allegheny College and a Juris Doctor from
Vanderbilt University School of Law.
Ronald M. Faris. Mr. Faris has served as Executive Vice President of the
Company and the Bank since May 1998 and served as a Senior Vice President of the
Bank from May 1997 to May 1998 and Vice President and Chief Accounting Officer
of the Company from July 1994 to May 1997 and of the Bank from July 1994 to May
1997. From March 1991 to July 1994 he served as Controller for a subsidiary of
the Company. From 1986 to 1991, Mr. Faris was a Vice President with Kidder,
Peabody & Co., Inc., and from 1984 to 1986 worked in the General Audit
Department of Price Waterhouse. He holds a Bachelor of Science from The
Pennsylvania State University and is a Certified Public Accountant.
Christine A. Reich. Ms. Reich has served as President of the Company since
May 1998 and served as a Managing Director of the Company from June 1994 to May
1998, as Chief Financial Officer of the Company from January 1990 to May 1997,
as a Senior Vice President of the Company from January 1993 until June 1994 and
as a Vice President of the Company from January 1990 until January 1993. Ms.
Reich has served as a director of the Bank since June 1993 and as President of
the Bank since May 1998. From 1987 to 1990, Ms. Reich served as an officer of
another subsidiary of the Company. Ms. Reich also serves as an officer and/or a
director of many subsidiaries of the Company. Prior to 1987, Ms. Reich was
employed by KPMG Peat Marwick LLP, most recently in the position of Manager. She
received a Bachelor of Science in Business Administration from the University of
Southern California and is a Certified Public Accountant.
Mark S. Zeidman. Mr. Zeidman has served as Senior Vice President and Chief
Financial Officer of the Company and the Bank since May 1997 and as Chief
Investment Officer of the Company since August 1999. He also serves as an
officer of many subsidiaries of the Company. From 1986 until May 1997, Mr.
Zeidman was employed by Nomura Securities International, Inc., most recently as
Managing Director. Prior to 1986, he held positions with Shearson Lehman
Brothers and Coopers & Lybrand. Mr. Zeidman is a Certified Public Accountant. He
holds a Bachelor of Arts degree from the University of Pennsylvania, a Master of
International Affairs from Columbia University and a Master of Business
Administration from the Wharton School of Business at the University of
Pennsylvania.
6
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of the date indicated by (i) each director and
named executive officer of the Company, (ii) all directors and executive
officers of the Company as a group and (iii) all persons known by the Company to
own beneficially 5% or more of the outstanding Common Stock. The table is based
upon information supplied to the Company by directors, officers and principal
shareholders and filings under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED AS OF
MARCH 15, 2000
--------------------------------
NAME OF BENEFICIAL OWNER AMOUNT(1) PERCENT(1)
------------------------ ------------- -------------
<S> <C> <C>
NewSouth Capital Management, Inc........................... 6,011,553(2) 8.8%
1000 Ridgeway Loop Rd. - Suite 233
Memphis, TN 38120
J.P. Morgan & Co. Incorporated............................. 3,789,485(3) 5.5
60 Wall Street
New York, NY 10260
Directors and Named Executive Officers:
William C. Erbey......................................... 19,003,969(4) 27.5
Hon. Thomas F. Lewis..................................... 3,268(5) *
W.C. Martin.............................................. 9,302(6) *
Howard H. Simon.......................................... 15,892(7) *
Barry N. Wish............................................ 9,442,394(8) 13.8
Christine A. Reich....................................... 602,846(9) *
John R. Erbey............................................ 2,077,149(10) 3.0
Ronald M. Faris.......................................... 82,866(11) *
Mark S. Zeidman.......................................... 16,469(12) *
All Directors and Executive Officers as a Group (12
persons)................................................. 31,352,408(13) 45.0%
</TABLE>
- ---------------
* Less than 1%.
(1) For purposes of this table, pursuant to rules promulgated under the
Exchange Act, an individual is considered to own beneficially any shares of
Common Stock if he or she directly or indirectly has or shares: (i) voting
power, which includes the power to vote or to direct the voting of the
shares, or (ii) investment power, which includes the power to dispose or
direct the disposition of the shares. Unless otherwise indicated, (i) an
individual has sole voting power and sole investment power with respect to
the indicated shares and (ii) individual holdings amount to less than 1% of
the outstanding shares of Common Stock.
(2) Based on information contained in a Schedule 13G filed with the Commission
on February 14, 2000 by NewSouth Capital Management, Inc., an investment
advisor that acquired the shares on behalf of its clients. Includes
5,956,553 shares as to which sole voting power is claimed and 6,011,553
shares as to which sole disposal power is claimed.
(3) Based on information contained in a Schedule 13G filed with the Commission
on February 14, 2000 by J.P. Morgan & Co. Incorporated, a parent holding
company whose subsidiaries include Morgan Guaranty Trust Company of New
York (a bank), J.P. Morgan Investment Management, Inc. (an investment
advisor) and J.P. Morgan Florida Federal Savings Bank (an investment
advisor). Includes 3,095,700 shares as to which sole voting power is
claimed and 3,789,185 shares as to which sole disposal power is claimed.
(4) Includes 13,122,215 shares held by FF Plaza Limited Partnership, a Delaware
limited partnership whose general partner is a corporation wholly owned by
William C. Erbey and whose limited partners are William C. Erbey and his
spouse, and 5,409,704 shares held by Erbey Holding Corporation, a
7
<PAGE> 11
corporation wholly owned by William C. Erbey. Also includes options to
acquire 472,050 shares which were exercisable at or within 60 days of March
15, 2000. Included in the shares held by FF Plaza Limited Partnership are
4,192 shares held pursuant to the Directors Stock Plan.
(5) Includes 1,110 shares held jointly with his spouse. Also includes 2,158
shares held pursuant to the Directors Stock Plan.
(6) Includes 5,110 shares held by the Martin & Associates Management
Consultants, Inc. Defined Contribution Pension Plan & Trust. Also includes
4,192 shares held pursuant to the Directors Stock Plan.
(7) Includes 11,700 shares held by the Simon, Master & Sidlow P.A. 401(k)
Profit Sharing Plan. Also includes 4,192 shares held pursuant to the
Directors Stock Plan.
(8) Includes 8,878,305 shares held by Wishco, Inc., a corporation controlled by
Barry N. Wish pursuant to his ownership of 93.0% of the common stock
thereof, 351,940 shares held by B.N.W. Partners, a Delaware partnership of
which the partners are Mr. Wish and B.N.W., Inc., a corporation wholly
owned by Mr. Wish, and 140,000 shares held by the Barry Wish Family
Foundation, Inc., a charitable foundation of which Mr. Wish is a director.
Also includes 3,492 shares held pursuant to the Directors Stock Plan.
(9) Includes 451,305 shares held by CPR Family Limited Partnership, a Georgia
limited partnership whose general partner is a corporation wholly owned by
Christine A. Reich and whose limited partners are Christine A. Reich and
her spouse. Also includes options to acquire 151,539 shares of Common Stock
which were exercisable at or within 60 days of March 15, 2000.
(10) Includes 1,627,330 shares held by John R. Erbey Family Limited Partnership,
a Georgia limited partnership whose general partner is a corporation wholly
owned by John R. Erbey and whose limited partners consist of John R. Erbey,
his spouse and children. Also includes options to acquire 435,269 shares of
Common Stock which were exercisable at or within 60 days of March 15, 2000.
(11) Includes 9,260 shares held jointly with his spouse. Also includes options
to acquire 64,186 shares of Common Stock which were exercisable at or
within 60 days of March 15, 2000.
(12) Includes 442 shares held by his minor children. Also includes options to
acquire 12,317 shares of Common Stock which were exercisable at or within
60 days of March 15, 2000.
(13) Includes options to acquire an aggregate of 1,175,319 shares of Common
Stock which were exercisable at or within 60 days of March 15, 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of the Common Stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely upon review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than 10% shareholders were complied
with during 1999, except that Robert J. Leist, Jr. inadvertently failed to file
a Form 3 in a timely manner upon being named Chief Accounting Officer of the
Company on May 13, 1999. Mr. Leist made the required filing promptly upon
becoming aware of this and has to date not acquired a beneficial interest in any
shares of the Company.
8
<PAGE> 12
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table discloses compensation received by the Company's chief
executive officer and the four other most highly paid directors and executive
officers of the Company for the years indicated.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------- ---------------------------------------------------------
AWARDS PAYOUTS
----------------------------- -------
NUMBER OF
RESTRICTED SECURITIES
STOCK UNDERLYING LTIP ALL OTHER
NAME AND POSITION YEAR SALARY BONUS(1) AWARDS OPTIONS(#)(2) PAYOUTS COMPENSATION(3)
----------------- ---- -------- ---------- ---------- ---------------- ------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
William C. Erbey....................... 1999 $360,000 $ 357,143 -- 34,549 -- $ 3,200
Chairman of the Board and 1998 357,499 298,688 -- 14,143 -- 3,200
Chief Executive Officer 1997 150,000 1,300,000 -- 235,756 -- 3,000
Christine A. Reich..................... 1999 320,000 315,150 -- 28,894 -- 3,200
President 1998 317,976 265,500 -- 12,572 -- 3,200
1997 150,000 850,000 -- 147,348 -- 3,000
John R. Erbey.......................... 1999 300,000 365,119 -- 28,791 -- 3,200
Senior Managing Director 1998 298,214 478,126 -- 15,715 -- 3,200
and Secretary 1997 150,000 925,000 -- 162,083 -- 3,000
Ronald M. Faris........................ 1999 259,385 323,091 -- 30,184 -- 3,200
Executive Vice President 1998 218,916 322,119 -- 11,524 -- 3,200
1997 120,673 300,000 -- 39,293 -- 3,000
Mark S. Zeidman........................ 1999 329,539 219,313 -- 8,108 -- 70,393(4)
Senior Vice President 1998 298,214 168,750 -- 7,483 -- 3,000
and Chief Financial Officer 1997 98,077 150,000 -- 9,823 -- 20,855(5)
</TABLE>
- ---------------
(1) For 1999 and 1998, consists of bonuses awarded pursuant to the Company's
1998 Annual Incentive Plan in the first quarter of the following year for
services rendered in the year indicated, a portion of which was deferred.
The 1997 bonuses were paid in full in the first quarter of 1998.
(2) Consists of options granted pursuant to the Company's 1991 Non-Qualified
Stock Option Plan, as amended (the "Stock Option Plan"). The 1999 amounts
consist of grants made as of January 31, 2000 for services rendered in
1999.
(3) Consists of contributions by the Company pursuant to the Company's 401(k)
Savings Plan.
(4) Consists of $3,200 in contributions by the Company pursuant to the
Company's 401(k) Savings Plan and $67,193 in reimbursed relocation
expenses.
(5) Consists of reimbursed relocation expenses.
OPTION GRANTS FOR 1999
The following table provides information relating to option grants made
pursuant to the Company's Stock Option Plan in January 2000 to the individuals
named in the Summary Compensation Table for services rendered in 1999.
<TABLE>
<CAPTION>
PERCENT OF
SECURITIES
NO. OF UNDERLYING
SECURITIES TOTAL POTENTIAL REALIZABLE VALUE AT ASSUMED
UNDERLYING OPTIONS RATES OF STOCK PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(3)
GRANTED EMPLOYEES PRICE EXPIRATION --------------------------------------
NAME (#)(1)(2) (%)(2) ($/SH) DATE 0%($) 5%($) 10%($)
- ---- ------------ ------------ -------- ---------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
William C. Erbey........ 34,549 9.6 6.25 1/31/10 -- 135,778 344,108
Christine A. Reich...... 28,894 8.1 6.25 1/31/10 -- 113,553 287,784
John R. Erbey........... 28,791 8.0 6.25 1/31/10 -- 113,149 286,758
Ronald M. Faris......... 30,184 8.4 6.25 1/31/10 -- 118,623 300,633
Mark S. Zeidman......... 8,108 2.3 6.25 1/31/10 -- 31,864 80,756
</TABLE>
- ---------------
(1) All options are to purchase shares of Common Stock, and one third vests and
becomes exercisable on each of January 31, 2001, 2002 and 2003.
9
<PAGE> 13
(2) Indicated grants were made in January 2000 for services rendered in 1999.
The percentage of securities underlying these options to the total number of
securities underlying all options granted to employees of the Company is
based on options to purchase a total of 358,858 shares of Common Stock
granted to employees of the Company under the Stock Option Plan as of
January 31, 2000.
(3) Assumes future prices of shares of Common Stock of $6.25, $10.18 and $16.21
at compounded rates of return of 0%, 5% and 10%, respectively, from the
closing price per share on the New York Stock Exchange on December 31, 1999.
AGGREGATED OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUES
The following table provides information relating to option exercises in
1999 by the individuals named in the Summary Compensation Table and the value of
each such individual's unexercised options at December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
NUMBER OF UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED DECEMBER 31, 1999(1) DECEMBER 31, 1999(2)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William C. Erbey........................... -- -- 472,050 43,978 -- --
Christine A. Reich......................... -- -- 151,539 37,275 -- --
John R. Erbey.............................. -- -- 435,269 39,268 $299,930 --
Ronald M. Faris............................ -- -- 64,186 37,867 -- --
Mark S. Zeidman............................ -- -- 12,317 13,097 -- --
</TABLE>
- ---------------
(1) All options are to purchase shares of Common Stock and were granted pursuant
to the Stock Option Plan. Options listed as "exercisable" consist of options
granted in or prior to January 1999 which became exercisable in or prior to
January 2000. Options listed as "unexercisable" consist of options granted
in or prior to January 2000 which become exercisable in January 2001 and
thereafter.
(2) Based on the $6.25 closing price of a share of Common Stock on the New York
Stock Exchange on December 31, 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Determinations regarding compensation of the Company's employees are made
by the Company's Nominating and Compensation Committee, whose members are
Directors Martin (Chairman), Lewis and Simon. No member of the Committee is or
at any time was an employee of the Company or any subsidiary, nor was any member
of the Committee interested in a transaction that would require disclosure
hereunder or under "Certain Relationships and Related Transactions" below.
REPORT OF THE NOMINATING AND COMPENSATION COMMITTEE
The Nominating and Compensation Committee (the "Committee") of the Board of
Directors is responsible for establishing management compensation policies and
procedures to be reflected in the compensation program offered to the executive
officers of the Company and the Bank. The Committee shares jurisdiction with the
full Board of Directors over the administration of and grants under the Stock
Option Plan.
General Compensation Policies. The broad general salary and benefit
guidelines are determined by the Committee. The Company seeks to provide
executives with long-term wealth accumulation capability, conditional upon
personal performance, individual service longevity and consistent high level
financial performance of the Company. With respect to the Company's officers
other than Mr. William C. Erbey, the Committee considered salary and bonus
recommendations prepared by Mr. William C. Erbey or other executive officers to
determine fiscal 1999 compensation. The salary adjustment recommendations were
based on the Company's overall performance in the past year and an analysis of
compensation levels necessary to maintain and attract quality personnel. It is
through this process that the Company is able to compete for and retain talented
executives who are critical to the Company's long-term success and align the
interests of those executives with the long-term interests of the Company's
shareholders.
Annual Incentive Compensation. The Company's primary annual incentive
compensation plan is the 1998 Annual Incentive Plan. Pursuant to this plan, a
participant can earn cash awards in relation to the Company or a business unit
attaining specified levels of increase in net earnings, return on equity,
average net
10
<PAGE> 14
equity used or growth in assets, as such terms are defined in such participant's
award agreement, and can earn cash and stock option awards in relation to
individual performance. If the Company, business unit or individual performance
is below certain threshold levels, no award is paid under the plan. Each
participant has a targeted annual incentive award that is expressed as a
percentage of total target compensation and varies with the participant's level
of responsibility. At the executive level, 30-60% of each executive's total
target compensation is at risk and payable only upon achievement of certain
minimum Company and individual performance levels. The 1998 Annual Incentive
Plan awards are structured so that the compensation opportunities for executives
will exceed those of comparable companies when superior levels of corporate,
business unit and individual performance are achieved. Conversely, when the
Company, business unit and individual performance fall short of established
targets, the compensation opportunities for executives are below those available
at comparable companies. For 1999, annual incentive awards for all executive
officers, including the Chief Executive Officer, were based on the increase in
net income as compared to 1998 and on business unit and individual performance.
Long-Term Incentive Compensation. Prior to 1999, the Company's primary
long-term compensation program had been exclusively to award stock options with
deferred vesting. The objective of these options was to create a direct link
between executive compensation and long-term Company performance. In determining
the appropriate level of stock-based allotments, the Committee considered the
executive's contribution toward Company and Bank performance. To encourage
growth in shareholder value, stock options were granted to key management
personnel who were in a position and had the responsibility to make a
substantial contribution to the long-term success of the Company. The Committee
believes that stock option awards help to focus attention on managing the
Company from the perspective of an owner with an equity stake in the business.
The Company has retained these benefits by including stock options as part of
the 1998 Annual Incentive Plan.
For 1998, the Company made awards under the 1998 Long-Term Incentive Plan
(the "LTIP") which provides for the award of Basis Points to plan participants.
Basis Points are valued based upon the Company's attainment of certain
performance targets during a specified performance period. The performance
targets under the LTIP are based on the attainment of specified levels of return
on equity and growth in earnings per share. In the event that Basis Points are
earned, they would be paid in the form of restricted stock awards.
Other Compensation. The Compensation Committee's policy with respect to
other employee benefit plans is to provide competitive benefits to employees of
the Company and the Bank, including executive officers. A competitive
comprehensive benefit program is essential to achieving the goal of attracting
and retaining highly-qualified employees.
Tax Considerations. Under Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), the tax deduction by corporate taxpayers is
limited with respect to the compensation of certain executive officers above $1
million per covered executive unless such compensation is based upon the
attainment of performance objectives meeting certain regulatory criteria or is
otherwise excluded from the limitation. Due to transition provisions included in
this Code section, it is expected that through 1999 all payments under the
Company's 1991 Non-Qualified Stock Option Plan will be fully deductible by the
Company for federal income tax purposes and will not be subject to the
limitations set forth in Section 162(m) of the Code. The Company has obtained
shareholder approval of the 1998 Annual Incentive Plan and the LTIP in order to
qualify awards under such plans as performance-based compensation under Section
162(m) of the Code. It is the Compensation Committee's intention to seek to
qualify all performance-based compensation for the exclusion from the
deductibility limitation of 162(m), except in situations where qualifying
compensation for the exclusion would be inconsistent with the overall best
interests of the Company.
11
<PAGE> 15
Chief Executive Officer Compensation. In determining the overall
compensation package for the Chief Executive Officer, the Committee considered
the performance of the Chief Executive Officer and the financial performance
achieved by the Company during the past fiscal year.
Nominating and Compensation Committee:
W.C. Martin, Chairman
Hon. Thomas F. Lewis, Director
Howard H. Simon, Director
March 30, 2000
12
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In October 1998, the Company indirectly loaned $600,000 to John R. Erbey
and $250,000 to John R. Barnes in order to prevent them from having to sell
shares of Common Stock to meet or avoid margin calls. Each loan was: (i)
evidenced by a promissory note bearing interest at a rate of 9.5% per annum,
(ii) payable in two equal installments at 18 and 30 months from the date of
issuance, and (iii) secured by pledges of Common Stock. As of December 31, 1999,
both loans had been repaid and the promissory notes cancelled.
On November 13, 1999, FF Plaza Partners, a Delaware general partnership of
which William C. Erbey is a partner, sold 700,000 shares of the Company's common
stock at the then prevailing market price through the broker then engaged by the
Company to purchase the Company's common shares as part of its six million share
stock repurchase program. On December 30, 1999, FF Plaza Partners was converted
into FF Plaza Limited Partnership, a Delaware limited partnership.
13
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Common
Stock of the Company since the initial public offering of the Common Stock by
certain shareholders of the Company in September 1996 with the cumulative total
return on the stocks included in (i) the Standard & Poor's 500 Market Index,
(ii) the Nasdaq Stock Market (United States), and (iii) the Standard & Poor's
Financial (Diversified) 500 Market Index.
<TABLE>
<CAPTION>
OCWEN FINANCIAL S&P FINANCIAL
CORPORATION S&P 500 NASDAQ - TOTAL US* DIVSERSIFIED INDEX
--------------- ------- ------------------ ------------------
<S> <C> <C> <C> <C>
09/25/96 100.00 100.00 100.00 100.00
12/31/96 132.10 108.53 105.13 115.09
12/31/97 251.24 144.75 128.82 181.44
12/31/98 121.61 186.07 181.53 237.47
12/31/99 61.73 225.05 327.95 247.56
</TABLE>
Source: SNL Securities L.C.
The above graph represents $100 invested in Common Stock on September 25,
1996 at the closing price of $20.25 per share on that date, and in each index on
such date. The Common Stock was quoted on the Nasdaq Stock Market's National
Market from September 25, 1996 through July 31, 1997 and has been listed on the
New York Stock Exchange since August 1, 1997. There was no established market
for the Common Stock prior to September 25, 1996.
14
<PAGE> 18
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR
(PROPOSAL TWO)
The Board of Directors of the Company has appointed PricewaterhouseCoopers
LLP, independent certified public accountants, to be the Company's independent
auditor for the year ending December 31, 2000, and has further directed that the
selection of the auditor be submitted for ratification by the shareholders at
the Annual Meeting.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual
Meeting, will be given the opportunity to make a statement, if they so desire,
and will be available to respond to appropriate questions from shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT AUDITOR FOR
2000.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder desires to have included in the proxy
materials of the Company relating to the next annual meeting of shareholders,
which is scheduled to be held in May 2001, must be received at the executive
offices of the Company no later than December 1, 2000. In addition, pursuant to
rules of the SEC, at the Annual Meeting the Company may exercise discretionary
authority when voting on a shareholder proposal that is not included as an
agenda item in this Proxy Statement if the proposal was received by the Company
after February 28, 2000 and the proposal is properly presented at the Annual
Meeting. The Company did not receive notice of any shareholder proposal or
nomination relating to the Annual Meeting. If notice of a shareholder proposal
relating to the annual meeting of shareholders to be held in May 2001 (the "2001
Annual Meeting") is received by the Company after February 14, 2001 and the
proposal is properly presented at the 2001 Annual Meeting, the Company will be
able to exercise discretionary authority when voting on the proposal. If notice
of a shareholder proposal is received on or prior to February 14, 2001, the
proposal is not included as an agenda item in the proxy statement and proxy card
furnished to shareholders in connection with the 2001 Annual Meeting (the "2001
Proxy Statement"), and the proposal is properly presented at the 2001 Annual
Meeting, the Company may exercise discretionary authority when voting on the
proposal if in the 2001 Proxy Statement the Company advises shareholders on the
nature of the proposal and how the Company intends to vote on the proposal,
unless the shareholder satisfies certain requirements of the SEC, including
mailing a separate proxy statement to the Company's shareholders. All proposals
and nominations should be directed to John R. Erbey, Secretary, 1675 Palm Beach
Lakes Boulevard, West Palm Beach, Florida 33401. It is urged that any
shareholder proposals or nominations be sent certified mail, return-receipt
requested.
ANNUAL REPORTS
A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 1999 was mailed with this Proxy Statement to shareholders entitled
to notice of the Annual Meeting. Such report is not part of the proxy
solicitation materials.
Upon receipt of a written request, the Company will furnish to any
shareholder a copy of the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 required to be filed by the Company with the SEC under
the Exchange Act. Such requests should be directed to Investor Relations, Ocwen
Financial Corporation, 1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida
33401, telephone (561) 682-8400. Such report is not part of the proxy
solicitation materials.
15
<PAGE> 19
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if any
other matters should properly come before the Annual Meeting, it is intended
that the Proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the person or persons appointed as
proxies.
The cost of the solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Common Stock. In addition to solicitations by
mail, directors, officers and employees of the Company may solicit proxies
personally or by telephone without additional compensation.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act, that might incorporate future filings, including this Proxy Statement, in
whole or in part, the report of the Nominating and Compensation Committee and
the Performance Graph contained herein shall not be incorporated by reference
into any such filings.
16
<PAGE> 20
Appendix A
OCWEN FINANCIAL CORPORATION
1675 PALM BEACH LAKES BOULEVARD
WEST PALM BEACH, FLORIDA 33401
REVOCABLE PROXY
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OCWEN FINANCIAL CORPORATION, FOR USE ONLY AT THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2000 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints John R. Erbey, William C. Erbey,
Christine A. Reich or any of them, as proxy, with full powers of substitution,
and hereby authorizes them to represent and vote, as designated below, all the
shares of Common Stock of Ocwen Financial Corporation (the "Company") held of
record by the undersigned on March 15, 2000 at the Annual Meeting of
Shareholders to be held at the first floor offices of the Company located at
1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida 33401 on Tuesday, May
16, 2000 at 9:00 a.m., Eastern Time, and at any adjournment thereof.
Shares of Common Stock of the Company will be voted as specified. If
not otherwise specified, this proxy will be voted FOR the election of each of
the Board of Directors' nominees to the Board of Directors and FOR ratification
of the appointment of PricewaterhouseCoopers LLP as the independent auditor. You
may revoke this proxy at any time prior to the time it is voted at the Annual
Meeting.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders of the Company to be held on May 16, 2000, or any
adjournment thereof, a Proxy Statement for the Annual Meeting and the 1999
Annual Report to Shareholders of the Company prior to the signing of this proxy.
1. ELECTION OF DIRECTORS.
<TABLE>
<CAPTION>
<S> <C> <C>
FOR all nominees listed [ ] WITHHOLD AUTHORITY [ ] * EXCEPTIONS [ ]
below (except as marked to the to vote for all nominees
contrary below) listed below
</TABLE>
Nominees: William C. Erbey, Hon. Thomas F. Lewis, W.C. Martin, Howard H. Simon
and Barry N. Wish.
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark the
"Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions:___________________________________________________________________
2. RATIFICATION OF THE APPOINTMENT by the Board of Directors of
PricewaterhouseCoopers LLP as the independent auditor of the Company for the
year ending December 31, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
<PAGE> 21
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting.
Please check if you [ ] Change of Address [ ]
plan to attend the and/or Comments
meeting. Mark Here
Please sign exactly as your name(s) appear(s) on
this Proxy. When signing in a representative
capacity, please give title. when shares are held
jointly, both should sign.
Dated: ___________________________________, 2000.
_________________________________________________
_________________________________________________
Signatures
PLEASE MARK, SIGN, DATE
AND RETURN THIS PROXY
PROMPTLY USING THE
ENCLOSED ENVELOPE. Votes must be indicated (x) in Black or Blue ink.
