<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:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
RUSHMORE FINANCIAL GROUP, INC.
(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-06(i)(4) and
0-11
(1) Title of each class of securities to which transaction applies:
- ----------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- ----------------------------------------------------------------------
<PAGE> 2
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
- ----------------------------------------------------------------------
(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.:
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(3) Filing party:
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(4) Date Filed:
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<PAGE> 3
RUSHMORE FINANCIAL GROUP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 7, 1999
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of RUSHMORE
FINANCIAL GROUP, INC. (the "Company") will be held on Friday, May 7, 1999 at
4:00 p.m., local time, at The Westin Hotel Galleria, located at 13340 Dallas
Parkway, 21st Floor, Panorama Room, Dallas, Texas 75240, for the following
purposes:
1) To elect a class of three members of the Board of Directors to serve
until the 2001 annual meeting of shareholders or until their
respective successors are duly elected and qualified;
2) To ratify the appointment of KPMG LLP as the Company's auditors; and
3) To consider and act upon any other matters which may properly come
before the meeting or any adjournment thereof.
Only holders of record of Common Stock of the Company on March 22, 1999
will be entitled to vote at the meeting. For a period of at least ten days
prior to the meeting, a complete list of shareholders entitled to vote at the
meeting will be open to the examination of any stockholder during ordinary
business hours at the Company's offices at 13355 Noel Road, One Galleria Tower,
Suite 650, Dallas, Texas 75240.
By Order of the Board of Directors
D. M. (Rusty) Moore, Jr.
President and Chief Executive Officer
April 7, 1999
- --------------------------------------------------------------------------------
You are cordially invited to attend the meeting in person. If you plan to be
present, please sign, date and mail the enclosed proxy promptly. If you attend
the meeting, you may vote in person or by your proxy.
<PAGE> 4
RUSHMORE FINANCIAL GROUP, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 7, 1999
The Board of Directors of Rushmore Financial Group, Inc. (the "Company")
furnishes this proxy statement in connection with a solicitation of proxies.
The proxies solicited in connection with this proxy statement will be used at
the annual meeting of shareholders of the Company to be held on Friday, May 7,
1999 at 4:00 p.m., local time, at The Westin Hotel Galleria, located at 13340
Dallas Parkway, 21st Floor, Panorama Room, Dallas, Texas 75240, and at any
adjournment thereof, for the purposes set forth in the foregoing notice of the
meeting. Properly executed proxies received in time for the meeting will be
voted as specified therein. If the enclosed form of proxy is executed and
returned, it may nevertheless be revoked by written notice to either of the
persons named as a proxy or the Secretary of the Company at any time before it
is exercised, by voting in person at the meeting or by giving a later proxy.
This proxy statement and the enclosed forms of proxy are being mailed on or
about April 7, 1999.
The Company's principal executive office is located at 13355 Noel Road,
One Galleria Tower, Suite 650, Dallas, Texas 75240, and its telephone number is
(972) 450-6000.
At the close of business on March 22, 1999, (the "Record Date"), the
Company had outstanding and entitled to vote 2,984,617 shares of Common Stock,
$.01 par value (the "Common Stock"). The holders of record of such shares on
such date will be entitled to one vote at the annual meeting for each share
held by them. The presence, in person or by proxy, of a majority of the
outstanding shares of Common Stock entitled to vote at the annual meeting will
constitute a quorum for the vote of Common Stock.
The Annual Report to shareholders for the year ended December 31, 1998,
including financial statements, is enclosed with this proxy statement.
MATTERS TO BE ACTED UPON
As of the date of this proxy statement, the Board of Directors of the
Company knows of no other matters other than Proposal 1 and Proposal 2,
described below, which are likely to be presented for consideration at the
annual meeting. However, if any other matters should properly come before the
meeting or any adjournment thereof, the persons named in the enclosed proxy
will have discretionary authority to vote such proxy in accordance with their
best judgment on such matters and with respect to matters incident to the
conduct of the meeting. Votes will be counted at the meeting by an election
judge to be appointed by the Company prior to the meeting. An abstention or
non-vote on a matter will not be counted for purposes of determining whether
the required vote necessary to approve such matter was received.
PROPOSAL 1 - ELECTION OF DIRECTORS
At the annual meeting, the holders of Common Stock will be asked to
consider and act upon a resolution to elect a class of three members of the
Board of Directors. Directors will be elected by a plurality of votes.
<PAGE> 5
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF AUDITORS
At the annual meeting, the holders of Common Stock will be asked to ratify
the Board of Directors appointment of KPMG LLP as the Company's independent
auditors for the year ending December 31, 1999. The affirmative vote, either in
person or by proxy, of the holders of more than 50% of the shares of Common
Stock outstanding as of the Record Date, and that voted for or against or
expressly abstained, is necessary to ratify such appointment. Accordingly, if a
shareholder abstains from voting certain shares on the ratification, or a
beneficial owner fails to deliver written instructions to his nominee holder of
shares so that the nominee holder is not able to vote such shares, it will have
the effect of a negative vote.
PROPOSAL 1
ELECTION OF DIRECTORS
At the meeting, a class of three directors is to be elected to hold office
until the 2002 annual meeting of shareholders or until their successors are
elected and qualified. The Company's Articles of Incorporation and Bylaws
provide that the Board of Directors shall be divided into three classes, equal
or approximately equal in number, serving staggered three year terms, and that
the number of directors constituting the Board of Directors shall be not less
than three nor more than twenty-one, as established by resolution of the Board
of Directors or by the vote of holders of at least 66 2/3% of the Common Stock.
The Board of Directors is now comprised of nine members, as fixed by the Board
of Directors, with each class consisting of three members.
Proxies may not be voted for a greater number of persons than the number
of nominees named in this proxy statement. It is the intention of the persons
named in the enclosed form of proxy to vote such proxies FOR the election of
the nominees named below unless authorization is withheld on the proxy.
Management does not contemplate that any nominee will be unable or unwilling to
serve as a director or become unavailable for any reason, but if such should
occur before the meeting, a proxy voted for any such individual will be voted
for another nominee to be selected by management.
The enclosed form of proxy provides a means for holders of Common Stock to
vote for all of the nominees listed therein, to withhold authority to vote for
one or more of such nominees or to withhold authority to vote for all such
nominees. Each properly executed proxy received in time for the meeting will be
voted as specified therein. If a holder of Common Stock does not specify
otherwise, the shares represented by such shareholder's proxy will be voted for
the nominees listed therein or, as noted above, for other nominees selected by
management. The withholding of authority or abstention will have no effect upon
the election of directors by holders of Common Stock because under Texas law
directors are elected by a plurality of the votes cast, assuming a quorum is
present. The presence of a majority of the outstanding shares of Common Stock
will constitute a quorum, and the shares held by each holder of Common Stock
who signs and returns the enclosed form of proxy will be counted for purposes
of determining the presence of a quorum at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE THREE NOMINEES TO THE
BOARD OF DIRECTORS IDENTIFIED BELOW.
MANAGEMENT
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
The following table provides information as of March 22, 1999, with
respect to each of the Company's directors continuing in office, nominees for
director and executive officers, and certain key employees of the Company as
well as their respective ages and positions are as follows:
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<PAGE> 6
<TABLE>
<CAPTION>
SERVED AS EXECUTIVE
OFFICER, DIRECTOR OR
NAME AGE POSITION KEY EMPLOYEE SINCE
---- --- -------- --------------------
<S> <C> <C> <C>
DIRECTOR NOMINEES
CLASS OF NOMINEES FOR TERMS EXPIRING IN 2002
D. M. (Rusty) Moore, Jr.(1) 49 Chairman. President, 1990
Chief Executive Officer
And Director
Timothy J. Gardiner 44 Director 1997
James M. Fehleison(2)(3) 39 Director 1998
CLASS OF DIRECTORS WITH TERMS EXPIRING IN 2000
James W. Clark(1) 47 President of Rushmore 1991
Securities, Director and
Secretary
Mark S. Adler 44 Director 1997
Gayle C. Tinsley(2)(3) 68 Director 1998
DIRECTORS CONTINUING IN OFFICE
CLASS OF DIRECTORS WITH TERMS EXPIRING IN 2001
Frederick E. (Fritz) Mowery(1) 43 President of 1996
Rushmore Advisors
And Director
William C. Keane(2) (3) 68 Director
Charles M. Duke, Jr. 62 Director
OTHER EXECUTIVE OFFICERS
Robert W. Hendren 45 Chief Financial Officer 1998
KEY EMPLOYEES
Kevin Burke, CFA 31 Director of Marketing and 1999
Training for RushTrade.com
Thomas G. Coleman, Jr. 47 Vice President of Rushmore 1994
Securities
Benjamin H. Dean, CFP 36 Director of RushMAP 1996
Andrew Hayes 28 Director of RushTrade.com 1999
</TABLE>
Page 3
<PAGE> 7
<TABLE>
<CAPTION>
SERVED AS EXECUTIVE
OFFICER, DIRECTOR OR
NAME AGE POSITION KEY EMPLOYEE SINCE
---- --- -------- --------------------
<S> <C> <C> <C>
Christine E. Miller 61 Vice President of 1992
Administration
John H. Moore, III 25 Director of Information 1998
Systems
Joe Prather, CLU 61 Director of RushQuote.com 1998
Howard M. Stein 50 Controller 1995
</TABLE>
- ------------------------
(1) Member of Executive Committee.
(2) Member of Audit Committee.
(3) Member of Compensation Committee.
D. M. (Rusty) Moore, Jr., is the primary founder and Chief Executive
Officer of Rushmore Financial Group and has been President since its formation
in 1990. Prior to that he was a senior vice president and national sales
director of a large insurance and securities marketing organization.
James Fehleison has served as a Director of the Company since April 1998.
He is currently the Chief Financial Officer of First Southwest Holdings, Inc.
Prior to this position, he was the Chief Financial Officer of the corporate
services division of Fidelity Investments and he was a Senior Vice President
and Controller of Rauscher Pierce Refsnes, Inc. He is a Certified Public
Accountant.
Timothy J. Gardiner has served as a Director of the Company since April
1997 and has served as the Director of Retirement Planning since November 1998.
He formerly served as a Regional Director of Managed Economics for Doctors,
Inc., a company engaged in financial planning for members of the medical
profession.
James W. Clark has served as President of Rushmore Securities since 1991
and Secretary of the Company since 1993. He supervises all securities licensed
representatives as well as the managed account, retail, and discount brokerage
divisions of Rushmore. He also acts as a broker for both individual and managed
accounts where he trades securities on U.S. and foreign stock exchanges. Prior
to joining Rushmore, he was a branch manager for an investment brokerage firm
in the Dallas area.
F. E. (Fritz) Mowery has served as President of Rushmore Advisors since
January 1996. He implements and manages stock and bond portfolios, performs
consultation on estate planning for clientele, and works primarily with
affluent clients and families. Prior to joining Rushmore, he was senior
portfolio manager with Comerica Bank-Texas as well as President of Guardian
Financial Management.
Mark S. Adler has served as a Director of the Company since April, 1997
and a Director of Rushmore Life Insurance Company since 1996. He has served as
President and a co-founder of A&R Associates, Inc., since 1984, a company that
markets insurance and investment services to Public Safety Unions throughout
California.
Charles M. Duke was served as a Director of the Company since July 1998.
He is a former astronaut who piloted the lunar module on the Apollo 16 mission
on April 16-27, 1972. For the last sixteen years, he has been engaged in
personal investments and travels as a speaker. He has been President of Charlie
Duke Enterprises, Inc., a video productions and sales company, since January
1989.
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<PAGE> 8
William C. Keane has served as a Director of the Company since July 1998.
He is currently retired, but has over 20 years experience in insurance and
securities, serving as President of A.L. Williams Corp. and A.L. Williams Life
Insurance Company for eight years, Vice President and General Manager of
Massachusetts Indemnity Life, a subsidiary of Penn Corp. Financial, Inc. for
approximately two years and as Senior Vice President for over ten years for
National Home Life Assurance Company, a subsidiary of National Liberty Corp.
Gayle C. Tinsley has served as a Director since April 1998. He serves as a
consultant to small businesses in the areas of business and marketing plan
development and capital funding. Prior to this position, he was Vice President
of Sales, Marketing and Technical Services of VMX Corporation, and is a former
President and Chief Executive Officer of Docutel/Olivetti Corporation. He has
held management positions with Xerox Corporation, Recognition Equipment, Inc.
and IBM Corporation.
Robert W. Hendren has served as Chief Financial Officer since January
1998. He also serves as a director and treasurer of Rushmore Life Insurance Co.
Prior to joining Rushmore Financial Group, Inc., he served as an examiner for
the Oklahoma Department of Insurance, as Chief Financial Officer of United
Benefit Managed Care Corp. and National Health Corporation. He is a Certified
Public Accountant.
Kevin Burke, CFA has served as the Director of Marketing and Training for
RushTrade.com since March 1999. Prior to joining Rushmore he was a Registered
Representative with Ellsworth Investments, Inc. and The Principal/Eppler,
Guerin & Turner, Inc. He is a Certified Financial Planner.
Thomas G. Coleman, Jr. has served as Vice President of Rushmore Securities
Corporation since February 1994. Prior to joining Rushmore, he was a registered
representative with Ellsworth Investments, Inc.
Benjamin H. Dean, CFA, has served as the Director of RushMAP fee-based
advisory program, a subsidiary of Rushmore Investment Advisors, Inc. since July
1996. Prior to joining Rushmore, he was the manager of advisory services for
1st Global Capital Corp. He is a Certified Financial Planner.
Andrew B. Hayes has served as the Managing Director of RushTrade.com since
March 1999. Prior to joining Rushmore, he was a Branch Manager, General
Securities Principal and Vice President of Options Trading with Summit Trading,
Inc.
Christine E. Miller has served as Vice President of Administration since
February 1992 and has been employed by the Company since its inception. She is
currently the Director of a Tele-Marketing Support Division. Prior to joining
Rushmore, she owned and managed a family-owned business.
John H. Moore, III has served as the Director of Information Systems since
April 1998. Prior to joining Rushmore, he was a consultant for Ernst & Young in
San Francisco and Cheshier and Fuller, Inc., PC in Dallas, specializing in
accounting software systems.
Joe A. Prather, CLU, has served as the Managing Director of RushQuote.com
since February 1998. Prior to joining Rushmore, he was the owner of Life
Search, a direct mail life insurance marketing company. He is a Chartered Life
Underwriter.
Howard M. Stein has served as Controller and Chief Financial Officer of
the Company since February 1995. Prior to joining Rushmore, he was a Controller
for First Gibraltar Bank and FTS Life Insurance Agency, Inc. He is a Certified
Public Accountant.
Page 5
<PAGE> 9
COMMITTEES OF DIRECTORS
The Board of Directors has the following committees:
<TABLE>
<CAPTION>
COMMITTEE MEMBERS
--------- -------
<S> <C>
Executive D.M. (Rusty) Moore, Jr. - Chairman
James W. Clark
Robert W. Hendren
F. E. Mowery
Audit James Fehleison - Chairman
Gayle C. Tinsley
William C. Keane
Compensation Gayle C. Tinsley- Chairman
James Fehleison
William C. Keane
</TABLE>
The Executive Committee conducts the normal business operations of the
Company except for certain matters reserved to the Board of Directors. The
Audit Committee recommends an independent auditor for the Company, consults
with such independent auditor and reviews the Company's financial statements.
The Compensation Committee recommends to the Board of Directors the
compensation of officers and key employees for the Company and the granting of
stock options.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
The Company pays each non-employee, independent director a fee of $2,500
per year, plus a meeting fee of $250 for each Board meeting attended, and
automatically grants to each director non-qualified stock options for 2,500
shares of Common Stock per year.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company for
services rendered during the fiscal years ended December 31, 1998, 1997 and
1996, and the number of options granted, to the Chief Executive Officer of the
Company and each other executive officer of the Company whose total cash
compensation for the fiscal year ended December 31, 1998 exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation-
Securities
Underlying
Name and Principal Options or
Position Year Salary Bonus Other (1) Warrants
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
D. M. (Rusty) Moore, Jr. 1998 $148,003 $0 $79,265 0
Chief Executive Officer 1997 79,023 0 74,365 7,083
1996 60,000(2) 0 114,124 0
James W. Clark 1998 146,394 0 38,321 0
President 1997 9,863 0 128,532 6,458
Rushmore Securities 1996 9,678 0 79,732 0
Corporation
</TABLE>
- ----------------------
(1) Constitutes commissions paid for the sale of securities and insurance.
(2) Only $3,602 of such amount was paid at the election of Mr. Moore.
Page 6
<PAGE> 10
OPTION/SAR GRANT TABLE
(OPTION/WARRANT/SAR GRANTS IN LAST FISCAL YEAR)
<TABLE>
<CAPTION>
Number of Percent of
Securities Total
Underlying Option/Warrant Market Price
Options or Granted to Exercise or on Date
Warrants Employees in Base Price of Grant Expiration
Name Granted Fiscal Year ($/Sh) ($/Sh) Date
- ----------------------------- -------------- ------------------ ---------------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
D. M. (Rusty) Moore, Jr. 0 0.00% $ 0.00 $ 0.00 N/A
James W. Clark 0 0.00% $ 0.00 $ 0.00 N/A
</TABLE>
AGGREGATED OPTION/WARRANT/SAR EXERCISES IN LAST FISCAL
YEAR AND FY-END OPTION/WARRANT/SAR VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Securities In-the-Money
Shares Underlying Unexercised Options/Warrants/
Acquired Value Options/Warrants/SARs at SARs at 1998
on Exercise Realized 1998 FY-End(1) FY-End (2)
Name # $ # $
- ----------------------------- -------------- ------------------ ------------------------ ---------------
<S> <C> <C> <C> <C>
D. M. (Rusty) Moore, Jr. 16,740 (1) 7,083 $2,217
James W. Clark 30,000 (1) 6,458 $2,217
</TABLE>
- ------------------------
(1) The options were exercised on February 28, 1998. On such date, there was
as yet no market for the Common Stock, so the difference between the fair
market value and the exercise price was not readily ascertainable.
However, based on the $5.50 offering price of the Common Stock pursuant to
the Company's initial public offering began on February 17, 1998 and
completed in April 1998, the value realized would have been $5.30 per
share, or $88,722 for Mr. Moore and $159,000 for Mr. Clark.
(2) All options are vested and exercisable. At December 31, 1998, the fair
market value of the Common Stock was $1.88 per share (the year-end closing
value of the stock on the Nasdaq Small Cap Market). The difference between
the option exercise price and this closing price would have yielded a
value of unexercised in-the-money options of $2,217 each for Mr. Moore and
Mr. Clark.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with D. M. (Rusty)
Moore, Jr. and James W. Clark for three-year periods that are renewed each
month. Such agreements are terminable only upon death, disability or for good
cause, including resignation. Upon termination for any other reason, the
executive is entitled to receive three year's severance pay.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of February 28, 1999, for
(1) each person known by the Company to own beneficially 5% or more of the
Common Stock, (2) each director and executive officer of the Company and (3)
all directors and executive officers of the Company as a group. Except pursuant
to applicable community property laws and except as otherwise indicated, each
shareholder identified in the table possesses sole voting and investment power
with respect to its or his shares. The addresses of all such persons are in
care of the Company.
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<PAGE> 11
BENEFICIAL OWNERSHIP OF COMMON STOCK
<TABLE>
<CAPTION>
PERCENTAGE
NAME SHARES OF CLASS
---- ---------- -----------
<S> <C> <C> <C>
D. M. (Rusty) Moore, Jr. (1) 535,395 17.7%
Mark S. Adler (2) 188,941 6.3%
James W. Clark (3) 71,816 2.4%
Timothy J. Gardiner 26,041 0.9%
Robert W. Hendren (4) 25,000 0.8%
F. E. Mowery (5) 19,853 0.7%
Gayle C. Tinsley (6) 16,500 0.5%
James Fehleison (6) 7,500 0.2%
William C. Keane (6) 4,500 0.1%
Charles M. Duke (6) 2,500 0.1%
All executive officers (7)
and directors as a group 898,046 29.3%
(10 persons)
</TABLE>
- ---------------------------
(1) Includes options to purchase 7,083 shares of Common Stock and 7,629 shares
held of record by Mr. Moore's spouse.
(2) Includes options to purchase 1,500 shares of Common Stock.
(3) Includes options to purchase 6,458 shares of Common Stock.
(4) Includes options to purchase 15,000 shares of Common Stock and grants of
8,000 shares of Common Stock. Neither the options nor the grants are
presently vested.
(5) Includes options to purchase 2,334 shares of Common Stock and 8,965 shares
held record by Mr. Mowery's spouse.
(6) Includes options to purchase 2,500 shares of Common Stock.
(7) Includes options to purchase 42,375 shares of Common Stock and grants of
8,000 shares of Common Stock.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company believes that all of the transactions set forth below were
made on terms no less favorable to the Company than could have been obtained
from unaffiliated third parties. All future transactions, including loans,
between the Company and its officers, directors, principal shareholders and
affiliates, will be approved by a majority of the Board of Directors, including
a majority of the independent and disinterested outside directors, and will be
on terms no less favorable to the Company than could be obtained from
unaffiliated third parties.
D. M. (Rusty) Moore, Jr., the Company's President and Chief Executive
Officer, owns 100% of Rushmore Agency, due to provisions of the Texas Insurance
Code that prohibit ownership of life insurance agencies by corporations.
Pursuant to an agreement between Mr. Moore and the Company, Rushmore
administers all activities of the agency, and all revenues and expenses of the
agency are passed through to the Company. Mr. Moore has also granted the
Company an irrevocable option for the Company to appoint any other qualified
person to acquire Rushmore Agency on its behalf.
As of December 31, 1997, Mr. Moore was the 100% owner of a company
known as Rushmore Realty Advisors, Inc., which is a licensed real estate agent
in Texas ("Rushmore Realty"). Rushmore Realty acted as the real estate agent
for Rushmore in negotiating two new office leases during 1997, and received
commissions of $27,693 that were paid by the landlord and sublessor. In April
1998, Rushmore Realty was acquired by the Company for nominal consideration.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under U.S. securities laws, directors, certain executive officers and
person holding more than 10% of the Company's common stock must report their
initial ownership of the common stock and any changes in that ownership to the
Securities and Exchange Commission. The Securities and Exchange Commission has
designated specific due dates for these reports and the Company must identify
in this Proxy Statement those persons who did
Page 8
<PAGE> 12
not file these reports when due. Based solely on its review of copies of the
reports filed with the Securities and Exchange Commission and written
representations of its directors and executive officers, the Company believes
all persons subject to reporting filed the required reports on time in 1998.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed KPMG LLP to serve as the Company's
independent auditors for the year ending December 31, 1999. The shareholders
are being asked to ratify the Board's appointment. The affirmative vote, either
in person or by proxy, of the holders of more than 50% of the shares of Common
Stock outstanding as of the Record Date, and that voted for or against or
expressly abstained, is necessary to ratify such appointment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 1999.
SHAREHOLDER PROPOSALS FOR THE
2000 ANNUAL MEETING OF SHAREHOLDERS
The Company must receive proposals of shareholders at its principal
executive office at 13355 Noel Road, Suite 650, Dallas, Texas 75240, by January
1, 2000, for the inclusion in the Company's proxy statement and form of proxy
relating to the 2000 annual meeting of shareholders.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP served as the Company's principal independent public accountants
for 1997 and 1998 and has been appointed by the Company to serve in 1999,
subject to ratification by the shareholders at the annual meeting.
Representatives of KPMG LLP are expected to be present at the 1999 annual
meeting of shareholders with the opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
OTHER MATTERS
The Company will pay the cost of solicitation of proxies in the
accompanying form. In addition to solicitation by use of the mails, certain
officers and employees of the Company may solicit the return of proxies by
telephone, telegram or personal interviews.
By Order of the Board of Directors
D. M. (Rusty) Moore, Jr.
President and Chief Executive Officer
April 7, 1999
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<PAGE> 13
COMMON STOCK PROXY
RUSHMORE FINANCIAL GROUP, INC.
THIS COMMON STOCK PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby (1) acknowledges receipt of the Notice of Annual
Meeting of Shareholders of Rushmore Financial Group, Inc. (the "Company") to be
held at The Westin Hotel Galleria Dallas, located at 13340 Dallas Parkway, 21st
Floor, Panorama Room, Dallas, Texas 75240, on Friday, May 7, 1999, beginning at
4:00 p.m., local time, and the Proxy Statement in connection therewith and (2)
appoints D. M. (Rusty) Moore, Jr. and James W. Clark, and each of them, the
undersigned's proxies with full power of substitution for and in the name,
place and stead of the undersigned, to vote upon and act with respect to all of
the shares of Common Stock of the Company standing in the name of the
undersigned, or with respect to which the undersigned is entitled to vote and
act, at the meeting and at any adjournment thereof.
I, the undersigned, direct that this proxy be voted as follows:
1. ELECTION OF DIRECTORS:
<TABLE>
<S> <C> <C>
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO VOTE FOR [ ] ABSTAIN
(EXCEPT AS MARKED TO THE CONTRARY BELOW) ALL NOMINEES LISTED BELOW FROM VOTING
</TABLE>
James M. Fehleison, Timothy J. Gardiner, and D. M. (Rusty) Moore, Jr.
(To vote for any other individual nominee, write that nominee's name on the
line provided below.)
- --------------------------------------------------------------------------------
2. RATIFY APPOINTMENT OF KPMG LLP AS THE COMPANY'S AUDITORS
<TABLE>
<S> <C> <C>
[ ] FOR RATIFICATION [ ] AGAINST RATIFICATION [ ] ABSTAIN FROM VOTING
</TABLE>
3. IN THE DISCRETION OF THE PROXIES, ON ANY OTHER MATTER WHICH MAY PROPERLY
COME BEFORE THE MEETING.
This proxy will be voted as specified above. If no specification is made,
this proxy will be voted for the election of the director nominees in item 1
above and for the ratification in item 2 above.
The undersigned hereby revokes any proxy heretofore given to vote or act
with respect to the Common Stock of the Company and hereby ratifies and
confirms all that the proxies, their substitutes, or any of them may lawfully
do by virtue hereof.
If more than one of the proxies named shall be present in person or by
substitute at the meeting or at any adjournment thereof, the majority of the
proxies so present and voting, either in person or by substitute, shall
exercise all of the powers hereby given.
Please date, sign and mail this proxy to the Company.
DATE __________________________, 1999
- -------------------------------- --------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please date this proxy and sign your name exactly as it appears hereon. Where
there is more than one owner, each should sign. When signing as an attorney,
administrator, executor, guardian or trustee, please add your title as such. If
executed by a corporation, the proxy should be signed by a duly authorized
officer.
