<PAGE>
August 19, 1996
To Our Shareholders:
You are cordially invited to attend the annual meeting
of shareholders of First Mortgage Corporation on
September 24, 1996, beginning at 10:00 a.m., at the Shilo
Inn Hilltop Suites Hotel, 3101 Temple Street, Pomona,
California 91768.
Details of business to be conducted at the annual
meeting are provided in the enclosed Notice of Annual
Meeting of Shareholders and Proxy Statement. Also
enclosed for your information is a copy of our Annual
Report to Shareholders for 1996.
We hope that you will attend the annual meeting. In
any event, please sign, date and return the enclosed form
of proxy in the accompanying envelope as promptly as
possible so that your shares will be voted at the meeting
in accordance with your instructions.
Very truly yours,
Clement Ziroli
Chairman of the Board
and Chief Executive Officer
<PAGE>
3230 Fallow Field Drive
Diamond Bar, CA 91765
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 24, 1996
To the Shareholders of First Mortgage Corporation:
The Annual Meeting of the Shareholders of First
Mortgage Corporation, a California corporation (the
"Company"), will be held on September 24, 1996, beginning
at 10:00 a.m., at the Shilo Inn Hilltop Suites Hotel,
3101 Temple Street, Pomona, California 91768 for the
following purposes:
1. To elect a Board of Directors of five members;
2. To approve the appointment of Ernst & Young LLP as
independent auditors of the Company for the fiscal
year ending March 31, 1997; and
3. To consider and transact such other business as may
properly come before the meeting and at any and all
adjournments thereof.
The Board of Directors has fixed the close of business
on August 12, 1996 as the record date for determining
those shareholders entitled to notice of, and to vote
at, the meeting and at any and all adjournments
thereof.
By Order of the
Board of Directors
Robyn S. Fredericks
Secretary
August 19, 1996
Diamond Bar, California
<PAGE>
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN
PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED FORM OF PROXY
IN THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE SO
THAT YOUR SHARES WILL BE VOTED AT THE MEETING IN
ACCORDANCE WITH YOUR INSTRUCTIONS.
<PAGE>
3230 Fallow Field Drive
Diamond Bar, CA 91765
_____________________________
PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held September 24, 1996
This Proxy Statement and the accompanying form of
proxy are being mailed to shareholders on or about August
19, 1996 in connection with the solicitation by the Board
of Directors of First Mortgage Corporation, a California
corporation (the "Company"), of proxies for use at the
annual meeting of shareholders of the Company on
September 24, 1996, and at any and all adjournments
thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting.
Although the principal solicitation of proxies is
being made through this Proxy Statement, proxies may also
be solicited personally, by telephone or by mail by
directors, officers or employees of the Company. Such
persons will not receive any additional compensation for
their solicitation services. The Company will pay the
entire expense of preparing, printing and mailing proxy
solicitation material on behalf of the Board of
Directors, including amounts paid in reimbursement to
banks, brokerage firms and others for their expenses in
forwarding soliciting material to beneficial owners of
shares of the Company's common stock, no par value
("Common Stock").
VOTING SECURITIES
The Board of Directors has fixed the close of business
on August 12, 1996 as the record date for determining
those shareholders entitled to notice of, and to vote at,
the annual meeting and at any and all adjournments
thereof. As of August 12, 1996, there were 5,883,117
shares of Common Stock issued and outstanding and
entitled to vote at the annual meeting. The Company has
no other voting securities outstanding. Each shareholder
of record is entitled to one vote per share owned on all
matters submitted to a vote of shareholders except that,
as described in more detail below, each shareholder is
entitled to cumulate his or her votes in electing
directors.
Shares represented by duly executed and dated proxies
in the accompanying form and received before the annual
meeting will be voted at the annual meeting. Where a
shareholder specifies a choice on the proxy with respect
to any matter to be acted upon, the shares will be voted
accordingly by the proxy holders named in the proxy.
Where no choice is specified, the shares represented by
the proxy will be voted (i) as described below with
respect to the election of directors, (ii) to approve the
appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending March 31, 1997,
and (iii) in accordance with the best judgment of the
proxy holders with respect to any other business that
properly comes before the annual meeting.
<PAGE>
A shareholder has the power to revoke a proxy at any
time before it is exercised by filing with the Secretary
of the Company either an instrument revoking the proxy or
a duly executed proxy bearing a later date. A proxy may
also be revoked by a shareholder who is present at the
annual meeting and who expresses a desire to vote in
person.
The presence in person or by proxy of a majority of
the shares of Common Stock entitled to vote at the annual
meeting will constitute a quorum for the transaction of
business. Abstentions on any particular matter will be
counted for purposes of determining the presence of a
quorum. Abstentions will also be treated as shares that
are present and entitled to vote with respect to the
matter on which the abstentions are indicated but as
unvoted with respect to the matter. If a broker
indicates on the proxy that it does not have
discretionary authority to vote certain shares on a
particular matter, those shares will be counted for
purposes of determining the presence of a quorum.
However, the shares will not be treated as shares that
are present and entitled to vote with respect to the
matter as to which the broker indicates that it lacks
voting authority.
Assuming the presence of a quorum: (a) the five
persons receiving the highest number of affirmative votes
of the shares of Common Stock entitled to be voted on the
matter will be elected as directors of the Company; and
(b) approval of the appointment of Ernst & Young LLP
requires the affirmative vote of a majority of the shares
of Common Stock represented in person or by proxy at the
annual meeting and voting on the matter, provided that
such shares voting affirmatively must also constitute at
least a majority of the required quorum for the meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
Voting Procedures
Five directors will be elected at the annual meeting,
each to hold office until the next annual meeting of
shareholders and the election and qualification of a
successor or the director's earlier death, resignation or
removal.
Under California law, each shareholder who is entitled
to vote at the annual meeting has cumulative voting
rights in connection with the election of directors.
Under cumulative voting, a shareholder may cast a number
of votes equal to the number of shares of Common Stock
standing in such shareholder's name as of August 12,
1996, multiplied by the number of directors to be
elected. A shareholder exercising cumulative voting
rights is entitled to cast all such votes for a single
nominee for director or for any two or more nominees in
such proportion as the shareholder may decide. However,
under California law, a shareholder may not cumulate
votes for a candidate unless the candidate's name has
been placed in nomination prior to the voting and unless
the shareholder has given notice at the annual meeting
prior to the voting of the shareholder's intention to
cumulate votes. If any one shareholder has given such
notice, all shareholders are entitled to cumulate their
votes.
<PAGE>
The Board of Directors recommends that shareholders
grant proxies to vote for all five of the nominees for
directors listed below. In order to permit the election
of all or as many as possible of the following nominees,
the Board of Directors also recommends that shareholders
do not cast their votes on a cumulative basis. Unless
marked otherwise, proxies will be voted by the proxy
holders in such a manner as to elect all or as many of
the following nominees as possible. Unless marked
otherwise, proxies will give the proxy holders
discretionary authority to cumulate votes if they so
choose and to allocate votes among the nominees in such
manner as they determine is necessary in order to elect
all or as many of such nominees as possible.
If any of the nominees listed below refuses or is
unable to serve as a director, the proxy holders will
vote for a substitute nominee or nominees recommended by
the Board of Directors. Each of the following nominees
has agreed to serve if elected, and the Board of
Directors has no reason to believe that any of such
nominees will be unwilling or unable to serve if elected
as a director.
Nominees to the Board of Directors
<TABLE>
The following persons have been nominated for election
as directors:
<CAPTION>
Name Age Position
<S> <C> <C>
Clement Ziroli 54 Chairman of the Board and Chief
Executive Officer
Bruce G. Norman 55 President, Chief Operating Officer and
Director
Pac W. Dong 46 Executive Vice President, Chief
Financial Officer, Controller and Director
Harold Harrigian 61 Director
Robert E. Weiss 67 Director
</TABLE>
Clement Ziroli has served as Chairman of the Board of
Directors of the Company and Chief Executive Officer
since 1975. He also served as its President from 1975 to
1995. Mr. Ziroli devotes approximately 90% of his
business time to the management of the Company. Since
1970, Mr. Ziroli has also served as the Chairman of the
Board of Directors, President and Chief Executive Officer
of Fin-West Group, which owns approximately 80.5% of the
outstanding shares of the Company's Common Stock.
Bruce G. Norman has served as a director and Chief
Operating Officer of the Company since 1975. He also
held the position of Executive Vice President until
December 1995 when he was promoted to President of the
Company. Mr. Norman is currently the Second Vice
President and a member of the Board of Directors of the
California Mortgage Bankers Association (the "CMBA"),
previously served as the Chairman of its Employment
Training Panel committee during 1993-1996, as Chairman of
its Education committee during 1991-92, as a member of
its Board of Directors and as its Secretary during 1990-
91, and as Chairman of the Single Family committee during
1989-90. He is
<PAGE>
also on the Residential Loan Production and Membership
Committees of the Mortgage Bankers Association of
America. Mr. Norman is a member of the Board of
Directors of Fin-West Group.
Pac W. Dong has served as the Company's Chief
Financial Officer and Controller since 1976. He has
served as a director of the Company since June 1992. He
held the position of Senior Vice President until December
1995 when he was promoted to an Executive Vice President
of the Company. He also served on the Warehouse/Treasury
Committee of CMBA during 1994-1995.
Harold Harrigian has served as a director of the
Company and as a member of its Compensation and Audit
Committee since June 1992. Mr. Harrigian has been a
partner and has served as Director of the Corporate
Finance Department of the investment banking and
securities firm of Crowell, Weedon & Co. since 1984. He
has served as a director of The MacNeal-Schwendler
Corporation since 1986.
Robert E. Weiss has served as a director of the
Company and as a member of its Compensation and Audit
Committee since June 1992. Mr. Weiss is an attorney and
has practiced with the firm of Robert E. Weiss
Incorporated since 1959.
Committees and Meetings of the Board of Directors
The business of the Company is managed by and under
the direction of the Board of Directors as provided by
the laws of California, the Company's state of
incorporation. During the fiscal year ended March 31,
1996, the Board of Directors met four times. During the
last fiscal year, each director attended at least 75% of
the aggregate number of meetings of the Board of
Directors and those committees of the Board of Directors
on which he served.
The Audit Committee of the Board of Directors reviews
and comments upon the scope of the independent auditors'
assignments and related fees, the accounting principles
applied by the Company in financial reporting, the scope
of internal auditing procedures and the adequacy of
internal controls. The Audit Committee was appointed in
July, 1992. Its members are Harold Harrigian and Robert
E. Weiss. The Audit Committee met one time during fiscal
1996.
The primary function of the Compensation Committee,
which was appointed in July, 1992, is to review and
approve the Company's executive compensation policies and
to administer the Company's 1992 Stock Incentive Plan.
Messrs. Harrigian and Weiss are the members of the
Compensation Committee. The Compensation Committee held
one meeting during fiscal 1996.
The Board of Directors has not appointed a Nominating
Committee. The Board of Directors will consider director
nominations recommended by shareholders but has not
established formal procedures for the submission of such
recommendations.
<PAGE>
Executive Officers
<TABLE>
Set forth below is certain information about the
Company's executive officers, each of whom holds office
until his or her successor is elected or until his or her
earlier death, resignation or removal by the Board of
Directors.
<CAPTION>
Name Age Position
<S> <C> <C>
Clement Ziroli 54 Chairman of the Board and Chief Executive
Officer
Bruce G. Norman 55 President, Chief Operating Officer and
Director
Pac W. Dong 46 Executive Vice President, Chief Financial
Officer, Controller and Director
Abby Hedengran 47 Executive Vice President
Ronald T. Vargas 51 Senior Vice President
Scott Lehrer 44 Senior Vice President
Robyn S. Fredericks 43 Vice President and Secretary
</TABLE>
Additional information regarding Messrs. Ziroli,
Norman and Dong is set forth above under "Nominees to the
Board of Directors."
Abby Hedengran has served as Executive Vice President
- - - Production since November 1995. Before joining the
firm, he served as a Senior Vice President and Regional
Manager of North American Mortgage Company from 1984 to
1995.
Ronald T. Vargas has served as a Senior Vice President
since 1975. Mr. Vargas served as Chairman of the
California Housing Agency Committee of the CMBA during
1991-92.
Scott Lehrer has served as a Senior Vice President of
the Company since May, 1994. Before joining the Company,
he served as a vice president at Sanwa Bank in charge of
the residential real estate department since November,
1987.
Robyn S. Fredericks has served as the Company's
Secretary and as its Vice President since 1975.
<PAGE>
Security Ownership of Certain Beneficial Owners and
Management
With respect to each person known by the Company to be
the beneficial owner of more than five percent of its
Common Stock, each director and nominee for director of
the Company, each executive officer of the Company named
in the Summary Compensation Table, and all current
directors and executive officers of the Company as a
group, the following table sets forth (i) the number of
shares of Common Stock beneficially owned as of July 15,
1996 by each such person or group, and (ii) the
percentage of the outstanding shares of the Company's
Common Stock beneficially owned as of July 15, 1996 by
each such person or group. Unless otherwise indicated,
each of the following shareholders has, to the Company's
knowledge, sole voting and investment power with respect
to the shares beneficially owned, except to the extent
that such authority is shared by spouses under applicable
law.
<TABLE>
<CAPTION>
Shares Percentage
Beneficially of Common Stock
Owned as of Beneficially Owned
Name of Beneficial Owner July 15, 1996 (4) as of July 15, 1996
<S> <C> <C>
Fin-West Group (1) 4,735,275 80.5%
Clement Ziroli (1)(2) 4,788,775 80.7%
Wellington Management Co. (3) 506,875 8.6%
Bruce G. Norman (2) 47,500 *
Pac W. Dong (2) 34,375 *
Harold Harrigian (2) 19,125 *
Robert E. Weiss (2) 22,250 *
All directors and executive
officers as a group (9 persons)(2)(4) 4,946,300 81.3%
<FN>
<F1>
* Owns less than 1% of the Company's outstanding shares
of Common Stock.
<F2>
(1) The business address of Fin-West Group and Mr.
Ziroli is 3230 Fallow Field Drive, Diamond Bar,
California 91765. Fin-West is the record holder of
4,735,275 shares of the Company's Common Stock. By
reason of his ownership of approximately 69.6% of the
outstanding shares of the capital stock of Fin-West,
Mr. Ziroli shares voting and investment power, and the
beneficial ownership, of the 4,735,275 shares of the
Common Stock as to which Fin-West is the record
holder. Mr. Ziroli is not the record holder of any
shares of Common Stock, although he does hold options
to acquire 53,500 shares. The foregoing information
is based in part upon a Schedule 13D dated April 22,
1992 that Fin-West and Mr. Ziroli filed with the
Securities and Exchange Commission.
<F3>
(2) Information presented includes shares which the
specified person or group has the right to acquire
within sixty days after July 15, 1996 through the
exercise of stock options, as follows: Mr. Ziroli,
53,500 shares; Mr. Norman, 47,500 shares; Mr. Dong,
34,000 shares; Mr. Harrigian, 17,250 shares; Mr.
Weiss, 17,250 shares; and all directors and executive
officers as a group, 203,775 shares.
<F4>
(3)The business address of Wellington Management Company
("WMC") is 75 State Street, Boston, Massachusetts
02109. In its capacity as investment advisor, WMC
(together with its wholly owned subsidiary, Wellington
Trust Company, N.A.) may be deemed the beneficial
owner of
<PAGE>
506,875 shares of the Company's Common Stock which are
owned by various investment advisory clients. WMC has
shared investment power with respect to all of such
506,875 shares and shared voting power with respect to
150,875 of such shares. The foregoing information is
based upon a Schedule 13G dated February 13, 1996 that
WMC filed with the Securities and Exchange Commission.
<F5>
(4)Information regarding the number of shares of the
Company's Common Stock beneficially owned by all
directors and executive officers includes the
4,735,275 shares that are owned of record by Fin-West
and in which Mr. Ziroli has a beneficial ownership
interest, as described above.
</FN>
</TABLE>
Compliance with Section 16(a) of the Securities Exchange
Act of 1934
Section 16(a) of the Securities Exchange Act of 1934,
as amended, requires the Company's directors and
executive officers, and persons who own more than ten
percent of a registered class of the Company's equity
securities, to file with the Securities and Exchange
Commission (the "Commission") initial reports of
ownership and reports of changes in ownership of Common
Stock and other equity securities of the Company.
Officers, directors and greater than ten percent
stockholders are required by Commission regulations to
furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on its review
of the copies of such reports furnished to the Company
and written representations that no other reports were
required, during the fiscal year ended March 31, 1996,
all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent
beneficial owners were satisfied.
<PAGE>
Executive Compensation
<TABLE>
Summary Compensation Table
The following table sets forth certain information
concerning the compensation of the Chief Executive
Officer and the other named executive officers of the
Company for the 1996, 1995 and 1994 fiscal years.
<CAPTION>
Long Term
Compensation Awards
Annual Compensation (1)
Securities Underlying
Name and Principal Position Year Salary $ (2) Bonus $ (2) Options/SARS (#) All Other Compensation $ (3)
<S> <C> <C> <C> <C> <C>
Clement Ziroli 1996 $370,000 $ 333,856 8,000 $7,137
Chairman of the Board and 1995 357,664 111,517 24,250 0
Chief Executive Officer 1994 --(4) 1,479,476 21,250 5,173
Bruce G. Norman 1996 185,000 190,486 7,000 3,568
President and Chief 1995 178,836 144,538 21,750 0
Operating Officer 1994 90,000 225,683 18,750 4,656
Pac W. Dong 1996 105,000 91,951 6,000 2,025
Executive Vice President, 1995 101,500 72,028 15,500 0
Chief Financial Officer 1994 72,000 129,993 12,500 3,725
and Controller
<FN>
<F1>
(1) In accordance with Securities and Exchange
Commission regulations, this table does not include
perquisites and other personal benefits valued at the
lesser of $50,000 or 10% of the total salary and bonus
reported for the named executive officer. In addition
to Mr. Ziroli, the Company had only two other officers
who served as executive officers and whose total
salary and bonus for the 1996 fiscal year exceeded
$100,000.
<F2>
(2) Includes amounts deferred by the named executive
officer under the Company's 401(k) Profit Sharing
Plan.
<F3>
(3) Amounts included under All Other Compensation were
contributed by the Company to its 401(k) Profit
Sharing Plan for the named executive officer.
<F4>
(4) During fiscal year 1994 the Company did not pay a
salary to Mr. Ziroli. Fin-West Group paid a salary to
Mr. Ziroli as compensation for his service to Fin-West
Group. As consideration for services rendered to it
during fiscal year 1994, the Company paid a bonus to Mr.
Ziroli equal to 15% of the Company's adjusted pretax
income.
</FN>
</TABLE>
<TABLE>
<PAGE>
Options/SAR Grants in Last Fiscal Year
The following table sets forth certain information
concerning stock options granted during the fiscal year
ended March 31, 1996 to the individuals named in the
Summary Compensation Table. No stock appreciation rights
were granted to any person.
<CAPTION>
Individual Grants Potential Realizable Value at
Number % of Total Assumed Annual Rates of
of Securities Options Granted Exercise Stock Price Appreciation
Underlying Options to Employees in Price Expiration for Option Term (2)
Name Granted (#)(1) in Fiscal Year ($/Share) Date 5%($) 10%(S)
<S> <C> <C> <C> <C> <C> <C>
Clement Ziroli 8,000 12.9% $4.625 7/30/2000 $10,222 $22,589
Bruce G. Norman 7,000 11.3% 4.625 7/30/2000 8,945 19,765
Pac W. Dong 6,000 9.7% 4.625 7/30/2000 7,667 16,942
<FN>
<F1>
(1) All of the stock options awarded to the named
executive officers were granted on July 28, 1995 and
became exercisable in full on March 21, 1996. All of
the options were granted at an exercise price equal to
the closing price of a share of the Company's Common
Stock on the grant date. All of the options are
incentive stock options, except that Mr. Ziroli
received nonqualified stock options for 8,000 shares.
<F2>
(2)The potential realizable value shown in this table
represents the hypothetical gain that might be
realized based on assumed 5% and 10% annual compound
rates of stock price appreciation over the full option
term. These assumed rates of return would result in a
Common Stock price on July 28, 2000 of $5.90 and $7.45
respectively. These prescribed rates are not intended
to forecast possible future appreciation, if any, of
the Common Stock.
</FN>
</TABLE>
<PAGE>
The following table sets forth certain information
concerning the number and value of stock options as of
March 31, 1996. None of the named executive officers
exercised any options during the fiscal year ended March
31, 1996. No stock appreciation rights have been granted
by the Company.
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-The-Money
Options at March 31, 1996 Options at March 31,1996 (1)
Name Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
Clement Ziroli 53,500 0 $43,313 0
Bruce G. Norman 47,500 0 38,563 0
Pac W. Dong 34,000 0 29,125 0
<FN>
<F1>
(1) The value of unexercised in-the-money options at
March 31, 1996 represented the spread between the
exercise price set at the date of grant and the $6.25
closing price of the Company's Common Stock on March 29,
1996, the last business day of the 1996 fiscal year.
</FN>
</TABLE>
Compensation of Directors
The Company pays each of its directors who is not an
officer or employee of the Company an annual retainer fee
of $8,000 plus a $750 fee for each Board meeting attended
by the director. Directors who are officers or employees
of the Company do not receive any additional compensation
for serving as directors. Each non-employee director who
is a member of the Compensation or Audit Committee also
receives a fee of $500 for each committee meeting
attended.
Under the Company's 1993 Stock Option Plan for Non-
Employee Directors, each non-employee director also
receives a nonqualified stock option each year on the
last business day of July to purchase 5,750 shares of the
Company's Common Stock at an exercise price equal to the
closing price of a share of Common Stock on that date.
Each stock option becomes exercisable in full on the
185th day after its grant date and terminates five years
after its grant date but is subject to earlier
termination if the director terminates his or her service
as a director. In accordance with this plan, on July 28,
1995, Messrs. Harrigian and Weiss each received an option
to purchase 5,750 shares of Common Stock at a purchase
price of $4.625 per share.
Employment Contracts, Termination of Employment and
Change-In-Control Arrangements
The Company has entered into an employment agreement
with each of Clement Ziroli, Bruce G. Norman and Pac W.
Dong. The agreements are identical except for their
provisions regarding employment titles, base salaries and
bonuses. Each agreement is dated as of March 31, 1994
and was amended on November 30, 1995 to reflect changes
in the titles served by each individual. Pursuant to his
amended agreement, Mr. Ziroli serves as the Company's
Chairman of the Board of Directors and Chief Executive
Officer; pursuant to his amended agreement, Mr. Norman
serves as the Company's President and Chief Operating
Officer; and pursuant to his amended agreement, Mr. Dong
serves as an Executive Vice President and as the
Company's Chief Financial Officer and Controller.
<PAGE>
Each employment agreement has a one-year term, which is
subject to month-to-month extensions beginning April 1,
1995 and continuing until the Company and the executive
officer have entered into a new agreement or the
officer's employment is otherwise terminated. Mr. Ziroli
receives an annual base salary of $370,000; Mr. Norman
receives an annual base salary of $185,000; and Mr. Dong
receives an annual base salary of $105,000. Each
executive officer is entitled to receive such greater
base salary as may be determined by the Compensation
Committee based upon its review of the performance of the
officer and the Company. Mr. Ziroli is eligible to
receive an annual cash bonus of up to $630,000; Mr.
Norman is eligible to receive an annual cash bonus of up
to $500,000; and Mr. Dong is eligible to receive an
annual cash bonus of up to $300,000. The exact amount of
each bonus is determined by, and calculated in accordance
with, the Company's satisfaction of certain objective
performance goals established by the Compensation
Committee and described in the agreement. Each executive
officer also receives all standard Company employee
benefits and the right to participate in the Company's
Stock Incentive Plan.
Each employment agreement provides that the executive
officer may terminate his employment voluntarily, and
that the Company may terminate his employment for cause,
which is defined as the officer's conviction of a felony,
his willful and continued failure to perform his duties
or his willful and gross misconduct. The executive
officer's right to receive further compensation under the
agreement ceases as of the date of such employment
termination, subject to his right to receive any
previously earned but unpaid salary and bonus and subject
to his right to receive a bonus on a pro rata basis for
the portion of the term of employment in which he was
employed by the Company, the amount of such pro rata
bonus to be calculated in accordance with the objective
performance goals described in the employment agreement.
The Company has not entered into employment agreements
or termination of employment arrangements with any of its
other executive officers, and the Company has not entered
into change-in-control agreements or arrangements with
any of its executive officers.
Compensation Committee Interlocks and Insider
Participation
The current members of the Company's Compensation
Committee are Harold Harrigian and Robert E. Weiss. No
other persons served as members of the Compensation
Committee during the fiscal year ended March 31, 1996.
Mr. Harrigian has served as a director of the Company
since June 1992. Mr. Harrigian is a partner with the
investment banking and securities firm of Crowell, Weedon
& Co., which served as the managing underwriter of the
Company's initial public offering of 1,293,750 shares of
Common Stock in April 1992.
Mr. Weiss has served as a director of the Company
since June, 1992. Mr. Weiss is an attorney with the firm
of Robert E. Weiss Incorporated, which rendered legal
services to the Company during the fiscal year ended
March 31, 1996. The amount of the Company's payments to
Robert E. Weiss Incorporated for such services did not
exceed five percent of that firm's gross revenues for its
last full fiscal year.
In March 1994, the Company made a loan to Mr. Weiss in
the original principal amount of $222,000. The loan
bears interest at 7.5% per annum, is secured by a first
trust deed on Mr. Weiss'
<PAGE>
residence and, as of June 11, 1996, had an outstanding
principal balance of approximately $215,595. The loan
was made in the ordinary course of the Company's business
and on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for
comparable transactions with nonaffiliated persons.
After making the loan to Mr. Weiss, the Company sold the
loan to an institutional investor on March 1994, but
retained the right to service the loan.
Fin-West Group ("Fin-West") owns approximately 80.5%
of the Company's outstanding shares of Common Stock.
Clement Ziroli, the Chairman of the Board and Chief
Executive Officer of the Company, owns approximately
69.6% of the outstanding shares of the capital stock of
Fin-West and is the Chairman of the Board, President and
Chief Executive Officer of Fin-West. Bruce G. Norman is
an executive officer and a director of the Company and
Fin-West. Pac W. Dong is an executive officer and a
director of the Company and an executive officer of Fin-
West. Ronald T. Vargas is an executive officer of the
Company and an executive officer and a director of Fin-
West. Robyn S. Fredericks is an executive officer of
both the Company and Fin-West. Messrs. Norman, Dong,
Vargas and Ms. Fredericks are also shareholders of Fin-
West and, in the aggregate, own approximately 17.7% of
the outstanding shares of the capital stock of Fin-West.
From time to time, the Company has engaged in various
transactions with (i) Mr. Ziroli, (ii) Fin-West, and
(iii) several entities that are wholly-owned or majority-
owned by Fin-West.
Mr. Ziroli has entered into a loan agreement with the
Company to provide a $1.5 million unsecured line of
credit that is subject to renewal on December 31, 1996.
Advances bear interest at a non-affiliated bank's
reference rate plus 1% per annum. Aggregate interest
payments to Mr. Ziroli during the fiscal year ended March
31, 1996 were $148,000.
The Company leases the building which serves as its
principal executive office from Fin-West under the terms
of a lease agreement that expires on December 31, 1996,
subject to the Company's right to extend the lease for
one additional one-year term. The Company's lease
payments are currently $20,000 per month. The monthly
rental payment for any lease extension is subject to
increase (but not decrease), provided that such payments
may not exceed the fair market rent for comparable
facilities at the time of the extension. The Company's
annual lease payments were $240,000 for the fiscal year
ended March 31, 1996. The Company believes that the
lease payments are more favorable than rates which would
be available for comparable space within substantially
the same geographic area.
In 1985, the Company made a $500,000 loan to Fin-West
that was used to construct, and is secured by, the
building in which the Company's executive offices are
located. The loan was non-interest bearing until the
1991 fiscal year, when interest began to accrue at the
rate of 6% per annum. The unpaid principal amount of the
loan on March 31, 1996 was $130,000 and is due and
payable in full in January, 2001. Aggregate interest
payments made by Fin-West to the Company during the
fiscal year ended March 31, 1996 were $8,925.
The Company and Fin-West have made unsecured non-
interest-bearing advances to one another for the purpose
of paying certain of their respective operating expenses.
As of March 31, 1996, Fin-West owed the Company $194,000
for net cash advances carried forward from the prior
fiscal year.
<PAGE>
Fin-West owned 48% of the outstanding capital stock of
Nations Holding Group ("NHG") (formerly UTC Financial
Corporation) at March 31, 1996. United Title Company, a
subsidiary of NHG, issues approximately 3,500 title
policies per month, approximately 40 to 50 of which
result from title insurance services provided to the
Company. United Title charges a uniform rate for its
services, including title services rendered to the
Company. The Company paid title insurance fees to United
Title of $185,000 for the year ended March 31, 1996.
Hacienda Service Corporation ("Hacienda Service") is a
wholly-owned subsidiary of Fin-West that provides
homeowners' insurance policies to purchasers of
residential property. Substantially all of Hacienda
Service revenues are derived from customers referred to
it by the Company. Hacienda Service charges a uniform
rate for its services, including services rendered as a
result of the Company's referrals.
The Company anticipates that it will continue to
engage in the foregoing transactions or in other
transactions with Mr. Ziroli, Fin-West and its affiliated
companies. To ensure that such transactions are fair and
reasonable to the Company and are on terms that are no
less favorable to the Company than those that could be
obtained from an unaffiliated third party, the Company
has adopted a policy that prohibits engaging in any such
transaction without the authorization or approval of a
majority of the Company's directors who do not have a
material financial or other interest in the transaction.
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION
The Compensation Committee is composed of the
Company's two independent outside directors, neither of
whom are officers or employees of the Company. It was
formed shortly after the Company became a publicly held
company in 1992. The Compensation Committee is
responsible for making decisions concerning, and the
administration of programs regarding the compensation of
the Company's executive officers. Decisions of the
Compensation Committee relating to the compensation of
the Company's executive officers are submitted to the
full Board of Directors for review and approval, except
that decisions concerning awards to executive officers
under the Company's Stock Incentive Plan are made solely
by the Compensation Committee. The Board of Directors
approved all of the Compensation Committee's decisions
that were submitted to it regarding the executive
officers' compensation for the 1996 fiscal year.
Compensation Philosophy
The policy of the Company and the Compensation
Committee toward executive compensation continues to be
based upon the belief that the compensation received by
executive officers should be directly related to the
Company's annual and long-term profitability and
operating performance. The Company's executive
compensation program is also based upon the belief that
the compensation-related interests of its executive
officers should be directly aligned with the interests of
its shareholders, and that a significant portion of each
executive officer's compensation should be tied to the
earnings per share of the Company's Common Stock. To
achieve these goals, the Company provides its executive
officers with annual bonuses that are based upon the
Company's profitability and other elements of financial
performance as well as stock options which will increase
in value only upon increases in the market value of the
Company's stock. The Company and the Compensation
Committee believe that this compensation philosophy has
permitted the Company to attract and retain highly
motivated and effective executive officers in a very
competitive and volatile industry.
Compensation Components
The components of the Company's compensation program
for its executive officers are base salaries, bonuses and
option awards under the Stock Incentive Plan. A less
significant component of the compensation program is the
Company's discretionary contributions to its Profit
Sharing Plan on behalf of executive officers and other
employees who have completed at least one year of
service. The factors that the Compensation Committee
considered in connection with determining the amounts of
the various components of the compensation received by
the Company's executive officers during the 1996 fiscal
year are described below. Except as specifically
described below, the Compensation Committee did not
assign any specific weights to these factors and the
actual compensation in any particular year may be above
or below that of the Company's competitors, depending
upon the Company's performance.
Base Salaries
The Company's April 1994 employment agreements with
its Chief Executive Officer, Clement Ziroli, and the
Company's next two most highly compensated executive
officers, Bruce G. Norman and Pac W. Dong were extended
for the 1996 fiscal year.
<PAGE>
In establishing the base salaries for Messrs. Ziroli,
Norman and Dong as set forth in their employment
agreements, and in determining the base salary received
by every other executive officer during the 1996 fiscal
year, the Compensation Committee continued its policy of
establishing a strong connection between the compensation
of its executive officers and the profitability and
performance of the Company. It also considered the past
performance of the executive officers, the duties and
responsibilities of the executive officers and the base
salary levels of officers at competing companies of
comparable size. Several of the competing companies
whose compensation levels were reviewed by the
Compensation Committee for purposes of establishing the
base salaries and other components of compensation are
included in the index of peer companies presented below
in the stock performance graph. The base salaries
received by the Company's executive officers were within
the range of the base salaries received by executive
officers at comparable companies within the survey group.
Bonuses
Consistent with the Company's compensation philosophy,
the Compensation Committee believes that executive
officers should be rewarded if the Company achieves
profitability and if they produce positive results for
the Company's shareholders. Accordingly, bonuses vary
substantially from year-to-year depending upon whether
the Company achieves superior results or fails to meet
performance expectations. Depending upon the Company's
performance, the bonuses awarded to the Company's
executive officers may be above or below those received
by executive officers at comparably sized competitors in
the survey group.
In order to achieve a direct, objectively determined
connection between the financial performance of the
Company and the compensation of its most highly
compensated executive officers, the employment agreements
for Messrs. Ziroli, Norman and Dong provide that the
bonus (if any) to be received by each executive officer
is calculated solely in accordance with the Company's
performance under a predetermined formula that is based
upon mortgage loan production, net income before taxes
and trust deed loans serviced by the Company. It is also
noted that contrary to a trend within the industry, the
Company has retained substantially most of its loan
production servicing in fiscal year 1996; thus, a
continuous stream of income from the loan servicing is
assured.
Based upon the formula that is set forth in his
employment agreement, Mr. Ziroli received a bonus of
$333,856 during the 1996 fiscal year reflecting superior
performance and profitability in the Company's 1996
fiscal year compared to the prior fiscal year.
Bonuses during the 1996 fiscal year to executive
officers other than Messrs. Ziroli, Norman and Dong were
also calculated solely in accordance with the Company's
performance under predetermined formulas that were
approved by the Compensation Committee and that were
based upon objective criteria such as mortgage loan
production, net income before taxes and trust deed loans
serviced by the Company. Each such executive officer's
bonus formula was developed after a review of his or her
duties and responsibilities. Bonuses for executive
officers as a group were higher during the 1996 fiscal
year as compared to the prior year because of improvement
in the Company's performance.
<PAGE>
Stock Incentive Plan Awards
The Compensation Committee administers the Company's
Stock Incentive Plan, under which options to purchase
shares of the Company's Common Stock are awarded to
executive officers and other eligible employees. The
grant of the stock options is intended to retain these
officers and employees in the employment of the Company,
to motivate option recipients to increase the Company's
performance and, by doing so, to increase the market
value of the Company's stock. The Compensation Committee
believes that granting the stock options to executive
officers and other employees aligns their interests with
those of the Company's shareholders since the value of
the options will increase only if the market value of the
Company's stock increases.
During the 1996 fiscal year, the Compensation
Committee awarded options covering a total of 31,525
shares of Common Stock to the Company's executive
officers. Options covering a total of 30,400 shares of
Common Stock were awarded to nonexecutive officers and
employees. Mr. Ziroli received an option covering 8,000
shares of Common Stock. All options were granted at an
exercise price of $4.625 per share, which was the market
value of the underlying Common Stock on the grant date,
and options became exercisable in full on January 31,
1996.
In determining the size of the option awards to
executive officers (other than Mr. Ziroli) and to other
employees, the Compensation Committee considered the
recommendations of the Chief Executive Officer and other
members of management. These recommendations were based
upon the same objective and subjective factors described
above which were used in determining the bonuses for the
1996 fiscal year and also took into account prior awards
of options to the officers and employees and the option
awards made by comparable companies in the survey group.
The same factors were considered in determining the size
of Mr. Ziroli's option award.
Compliance with Internal Revenue Code Section 162(m)
Internal Revenue Code Section 162(m), enacted in 1993,
generally precludes a publicly held corporation from
taking a tax deduction for compensation in excess of
$1,000,000 that is paid in any year to its chief
executive officer or any of its four other highest paid
executive officers. Certain performance-based
compensation is not subject to the deduction limit if
shareholder approval is obtained and if other specified
requirements are satisfied.
The Compensation Committee believes that, under
ordinary circumstances, the Company's compensation
programs should be structured in a manner that is
designed to comply with the requirements of Section
162(m) and any regulations promulgated thereunder in
order to ensure the full deductibility of all
compensation paid to the Company's executive officers.
<PAGE>
The Compensation Committee's understanding is that,
under the regulations promulgated by the Internal Revenue
Service, any compensation that is attributable to the
exercise of outstanding options granted under the Stock
Incentive Plan will qualify as performance-based
compensation and will not be subject to the deduction
limit of Section 162(m). Furthermore, the Compensation
Committee does not anticipate that the base salary and
bonus payable to Messrs. Ziroli, Norman or Dong during
the 1997 fiscal year under the employment agreements
discussed above will exceed $1,000,000 or that any other
executive officer of the Company will receive a base
salary and bonus in excess of $1,000,000.
COMPENSATION COMMITTEE
Robert E. Weiss, Chairman
Harold Harrigian
<PAGE>
COMPANY STOCK PERFORMANCE GRAPH
The following graph compares the percentage change in
the cumulative total shareholder returns on the Company's
Common Stock, the CRSP Total Return Index for the NASDAQ
Stock Market and a Company constructed peer group index,
for the period commencing April 16, 1992 (the date of the
Company's initial public offering of its Common Stock)
and ending March 31, 1996. The stock price performance
shown below is not necessarily indicative of future price
performance.
<TABLE>
INDEXED COMPARISON OF CUMULATIVE TOTAL RETURN
FIRST MORTGAGE CORPORATION, CRSP TOTAL RETURN INDEX FOR THE NASDAQ
STOCK MARKET AND A SELF-DETERMINED PEER GROUP INDEX OF MORTGAGE BANKS
<CAPTION>
FIRST MORTGAGE SELF DETERMINED NASDAQ STOCK MARKET
CORPORATION PEER GROUP (US COMPANIES)
<S> <C> <C> <C>
IPO 04/16/92 $100.0 $100.0 $100.0
FYE 3/31/93 $143.8 $232.1 $117.4
FYE 3/31/94 $127.6 $202.9 $126.7
FYE 3/31/95 $91.1 $179.0 $140.9
FYE 3/29/96 $130.2 $323.2 $191.3
<FN>
<F1>
(1)This graph assumes $100 invested on 4/16/92 in First
Mortgage Corporation, the CRSP Total Return Index for
the NASDAQ Stock Market and a custom peer group index
consisting of First Financial Caribbean Corp., Hamilton
Financial Services, Imperial Credit Industries, Inc.,
North American Mortgage Company and Resource Bancshares
Mortgage, Inc. Assumes reinvestment of dividends on a
daily basis.
<PAGE>
<F2>
(2)Two of the five corporations included in the 1995 Proxy
Statement's peer group -- Express American Holdings
Corp. and Lomas Financial -- are not included in the
1996 Proxy Statement's peer group because the
corporations are no longer in business or were sold to
other corporations whose primary line of business is
not the same as the Company's line of business.
Because the Company believes that a performance
comparison with only the remaining three corporations
that were included in last year's peer group would not
be meaningful, the Company has added the following
corporations to the 1996 Proxy Statement's peer group:
North American Mortgage Company and Resource Bancshares
Mortgage, Inc.
</FN>
</TABLE>
Certain Relationships and Related Transactions
The Company is a participant in a profit sharing plan
maintained by Fin-West (the "Profit Sharing Plan")
designed to qualify under Section 401(k) of the Internal
Revenue Code of 1986, as amended, in which all of the
employees of Fin-West and its affiliated companies who
have completed at least one year of service are eligible
to participate other than the employees at the Covina,
California branch of Hacienda Escrow. The Profit Sharing
Plan purchases mortgage loans from the Company for
investment purposes, although the Profit Sharing Plan
generally purchases no more than five loans per year.
The Company guarantees all loans that it sells to the
Profit Sharing Plan. The Company has adopted a policy
that it will not sell a mortgage loan to the Profit
Sharing Plan for a price that is less than the fair
market price for such loan in the secondary mortgage
market.
A description of certain transactions between the
Company and its directors, executive officers and
entities in which such directors and executive officers
have an interest is presented above under "Compensation
Committee Interlocks and Insider Participation."
<PAGE>
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company has selected Ernst & Young LLP as its
independent auditors for the current fiscal year.
Because appointment of the Company's independent auditors
is an important decision, the Board of Directors has
elected to seek ratification by the shareholders of the
appointment of Ernst & Young LLP. If the appointment is
not ratified, the Board of Directors will reconsider the
appointment.
Ernst & Young LLP has examined the financial
statements of the Company since 1992 and management is
satisfied with their quality of professional services.
It is anticipated that representatives of Ernst & Young
LLP will be present at the annual meeting. They will be
afforded an opportunity to make a statement if they
desire to do so and will be available to respond to
appropriate questions from shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &
YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING MARCH 31, 1997. UNLESS MARKED TO THE
CONTRARY, PROXIES RECEIVED WILL BE VOTED FOR THIS
PROPOSAL.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors knows of no other business to
be presented at the annual meeting. If any other
business properly comes before the annual meeting, it is
the intention of the persons named in the accompanying
form of proxy or their substitute(s) to vote on that
business in accordance with their best judgment.
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Shareholders of the Company who intend to submit
proposals to the Company's shareholders at the next
annual meeting of shareholders must submit such proposals
to the Company no later than April 20, 1997 in order to
be included in the Company's proxy statement and form of
proxy relating to that meeting. Such proposals must also
comply with the requirements of the Securities and
Exchange Commission relating to proposals of security
holders. Shareholder proposals should be submitted in
writing to the Company's principal executive office at
3230 Fallow Field Drive, Diamond Bar, California 91765,
Attention: Robyn S. Fredericks, Secretary.
By Order of the Board of Directors
Robyn S. Fredericks
Secretary
August 19, 1996
Diamond Bar, California
<PAGE>
SHAREHOLDERS ENTITLED TO VOTE AT THE ANNUAL MEETING MAY
OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31,
1996, INCLUDING THE FINANCIAL STATEMENTS AND FINANCIAL
STATEMENT SCHEDULES THERETO, UPON WRITTEN REQUEST TO THE
COMPANY AT 3230 FALLOW FIELD DRIVE, DIAMOND BAR,
CALIFORNIA 91765, ATTENTION: ROBYN S. FREDERICKS,
SECRETARY. UPON WRITTEN REQUEST DIRECTED TO MS.
FREDERICKS, THE COMPANY WILL ALSO FURNISH TO SUCH
SHAREHOLDERS A COPY OF ANY EXHIBITS TO ITS ANNUAL REPORT
ON FORM 10-K FOR A FEE OF $.20 PER PAGE, PAYABLE IN
ADVANCE. THIS FEE COVERS ONLY THE COMPANY'S REASONABLE
EXPENSES IN FURNISHING SUCH EXHIBITS.
<PAGE>
EXHIBIT A
First Mortgage Corporation
proxy - annual meeting of shareholders - September 24, 1996 this proxy
is solicited on behalf of the board of directors
The undersigned shareholder hereby appoints Clement Ziroli and Bruce G. Norman,
and each of them, as proxies for the undersigned, each with the power to
appoint his substitute, to represent and to vote, as specified below, all of
the shares of the common stock of First Mortgage Corporation (the -Company+)
held of record by the undersigned on August 12, 1996 at the annual meeting of
shareholders to be held on September 24, 1996 and at any and all adjournments
thereof.
(Continued on reverse side)
<PAGE>
Please mark your votes as indicated in this example
X
FOR all nominees listed below (except as marked to the contrary below).
Discretionary authority to cumulate votes is granted
WITHHOLD AUTHORITY
to vote for all nominees listed below
FOR
against
abstain
1. Election of Directors.
2. Proposal to approve the appointment of Ernst & Young as independent
auditors of the Company for the fiscal year ending March 31, 1997
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and at any adjournments
thereof.
Pac W. Dong, Harold Harrigian, Bruce G. Norman, Robert E. Weiss and Clement
Ziroli (INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write the name(s) of the nominee(s) on the space provided below.)
This proxy when properly executed will
be voted in the manner directed herein
by the undersigned shareholder. If no
discretion is made, this proxy will be
voted for proposal 2 described on the
reverse side of this proxy and for the
election of the persons nominated as
directors by the board of directors.
Receipt of the Notice of Annual
Meeting of Shareholders, the Proxy
Statement accompanying said Notice and
the Annual Report to Shareholders for
the fiscal year ended March 31, 1996
hereby is acknowledged. The undersigned
shareholder hereby revokes any proxy
heretofore given to vote at said
meeting.
Please sign exactly as the name or names appear on this proxy. When
shares are held by joint tenants, both should sign. When signing as
attorney, an executor, administrator, trustee or guardian, please
give your full title as such. If a corporation, please sign in full
corporate name by the President or another authorized officer. If a
partnership
, please sign in partnership name by authorized person.
Dated: 1996
(Signature)
(Signature)
Please mark, sign, date and return this proxy promptly using the
enclosed envelope.
