<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:
- ----------------------------------------------------------------------
- 1 -
<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.:
- ----------------------------------------------------------------------
(3) Filing party:
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(4) Date Filed:
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Page 2
<PAGE> 3
RUSHMORE FINANCIAL GROUP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 5, 2000
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
RUSHMORE FINANCIAL GROUP, INC. (the "Company") will be held on Friday, May 5,
2000 at 1:00 p.m., local time, at The University Club, Galleria, located at
13350 Dallas Parkway, Suite 4000, Dallas, Texas 75240, for the following
purposes:
1) To elect a class of three members of the Board of Directors to serve
until the 2002 annual meeting of shareholders or until their
respective successors are duly elected and qualified;
2) To ratify the appointment of GRANT THORNTON, L.L.P. 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 15, 2000
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
/s/ D. M. (RUSTY) MOORE, JR.
-------------------------------------
D. M. (Rusty) Moore, Jr.
President and Chief Executive Officer
April 3, 2000
- --------------------------------------------------------------------------------
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 5, 2000
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 5, 2000 at 1:00 p.m., local time, at The University Club, Galleria, located
at 13350 Dallas Parkway, Suite 4000, 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 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 3, 2000.
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 15, 2000, (the "Record Date"), the
Company had outstanding and entitled to vote 3,713,593 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, 1999,
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.
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 GRANT THORNTON, L.L.P. as the
Company's independent auditors for the year ending December 31, 2000. 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.
<PAGE> 5
PROPOSAL 1
ELECTION OF DIRECTORS
At the meeting, a class of three directors is to be elected to hold
office until the 2003 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 23, 2000, 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:
Page 2
<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 WITH TERMS EXPIRING IN 2003
Mark S. Adler 46 Director 1997
W. Thomas Fraser, III 52 Director 2000
Gayle C. Tinsley(1) 69 Director and Chief 1998
Operations Officer
DIRECTORS CONTINUING IN OFFICE
CLASS OF DIRECTORS WITH TERMS EXPIRING IN 2001
William C. Keane(1) (2) (3) 70 Director 1998
John A. Vann(4) 52 Chief Investment Officer, 1999
Rushmore Financial Group,
Inc., Chief Executive
Officer, Rushmore
Investment Advisors, Inc.
and Director
CLASS OF DIRECTORS WITH TERMS EXPIRING IN 2002
James M. Fehleison(2)(3) 41 Director 1998
Timothy J. Gardiner 45 Director 1997
D. M. (Rusty) Moore, Jr.(1) 50 Chairman, President 1990
Chief Executive Officer
and Director
OTHER EXECUTIVE OFFICERS
Randolph W. Farmer, CFP 46 President, Rushmore 1999
Securities Corporation
Jack A. Williams 64 President, Rushmore 1999
Insurance Services, Inc.
KEY EMPLOYEES
Kevin M. Burke, CFA 32 Director of Marketing for 1999
RushTrade.com
Andrew B. Hayes 29 Director of RushTrade.com 1999
John H. Moore, III 28 Director of Information 1998
Systems
Joe A. Prather, CLU 63 Director of RushQuote.com 1998
Howard M. Stein, CPA 51 Controller 1995
</TABLE>
Page 3
<PAGE> 7
- ----------------------------------------
(1) Member of Executive Committee.
(2) Member of Audit Committee.
(3) Member of Compensation Committee.
(4) Member of Investment Committee.
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.
Kevin M. 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 Analyst.
Randolph W. Farmer, CFP, has served as President of Rushmore Securities
Corporation since November 1999. Prior to joining Rushmore, he was the Managing
Director of Mercantile Business Growth, Inc., a private investment banking firm.
He is a Certified Financial Planner.
James M. Fehleison, CPA has served as a Director of the Company since
April 1998. He is former 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 Regional Marketing Director of Rushmore Securities
Corporation 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.
William Thomas Fraser, III has served as Director of the Company since
March 2000. He is currently the CEO of Hartford Mortgage Services, Inc. Prior to
this position, he was a Senior Vice President of Stemmons Northwest Bank, N.A.
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.
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.
Page 4
<PAGE> 8
D. M. (Rusty) Moore, Jr., is the primary founder and Chief Executive
Officer of Rushmore Financial Group, Inc. and has been President since its
formation in 1990. Prior to this position, he was a senior vice president and
national sales director of Primerica Financial Services, an insurance and
securities marketing organization now a division of CitiGroup.
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, CPA, has served as Controller 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.
Gayle C. Tinsley has served as a Director since April 1998 and Vice
Chairman and Chief Operations Officer since 1999. Prior to joining Rushmore, he
served 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.
Jack A. Williams has served as President of Rushmore Insurance
Services, Inc., since July 1999. Prior to joining Rushmore, he served as a
Marketing Officer with several United States insurance companies, specializing
in life insurance and annuities, including the office of Vice President of
Marketing with Southland Life Insurance Company, a subsidiary of ING, U.S.
John A. Vann has served as a Director and Chief Investment Officer of
Rushmore Financial Group, Inc., and as Chief Executive Officer of Rushmore
Investment Advisors, Inc. since June 1999. Prior to joining Rushmore, Mr. Vann
formerly served as President of The John Vann Company from 1996 to July 1999. He
also served as Senior Vice President of Dean Witter Reynolds, Inc. and E. F.
Hutton & Co. He is the author of "Leadership Investing" (McGraw Hill, 1997),
received the DALBAR Certificate for Excellence in 1998, and has been involved in
the securities and investment consulting services industries since 1972.
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
William C. Keane
Gayle C. Tinsley
Audit James M. Fehleison - Chairman
William C. Keane
Compensation William C. Keane - Chairman
James M. Fehleison
Investment John A. Vann - CIO
James M. Fehleison
</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 approves the compensation of officers and key employees
for the Company and the granting of stock options. The Investment Committee
establishes investment policies, procedures and criteria for the Company's
invested assets.
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, 1999, 1998, and
1997, 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, 1999 exceeded $100,000:
Page 6
<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation-
Securities
Underlying
Name and Principal Options or
Position Year Salary Bonus (1) Other (2) Warrants
- ------------------------- ---- -------- --------- --------- --------------
<S> <C> <C> <C> <C> <C>
D. M. (Rusty) Moore, Jr. 1999 $138,000 $0 $73,212 29,972
Chief Executive Officer 1998 148,003 0 79,265 0
1997 79,023 0 74,365 7,083
James W. Clark 1999 78,000 0 98,707 11,164
Former President, 1998 146,394 0 38,321 0
Rushmore Securities 1997 9,863 0 128,532 6,458
Corporation
Robert W. Hendren 1999 108,000 0 0 25,000
Former Chief Financial 1998 99,000 0 0 15,000
Officer
John A. Vann 1999 49,833 25,643 26,027 0
Chief Executive Officer,
Rushmore Investment
Advisors, Inc.
</TABLE>
- ----------------------
(1) Performance bonus for division profitability.
(2) Commissions paid for the sale of securities and insurance.
OPTION/SAR GRANT TABLE
(OPTION/WARRANT/SAR GRANTS IN LAST FISCAL YEAR)
<TABLE>
<CAPTION>
Number of Percent of
Securities Total
Underlying Option/Warrant Market Price
Options or Granted to Exercise or on Date
Warrants Employees in Base Price of Grant Expiration
Name Granted Fiscal Year ($/Sh) ($/Sh) Date
- ----------------------------- ---------- -------------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C>
D. M. (Rusty) Moore, Jr. 704 0.36% $1.875 $1.875 01/01/2008
29,268 15.05% $1.875 $1.875 01/01/2008
James W. Clark 1,408 0.72% $1.875 $1.875 01/01/2008
9,756 5.02% $1.875 $1.875 01/01/2008
Robert W. Hendren 15,000 7.71 $1.625 $1.625 01/01/2008
</TABLE>
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<PAGE> 11
AGGREGATED OPTION/WARRANT/GRANT/SAR EXERCISES IN LAST FISCAL
YEAR AND FY-END OPTION/WARRANT/GRANT/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options/
Options/Warrants/Grants/ Warrants/Grants/
Shares SARs at 1999 FY-End SARs at 1999 FY-End
Acquired Value # $
on Exercise Realized Exercisable / Exercisable /
Name # $ Unexercisable Unexercisable
- ----------------------------- ----------- -------- ------------------------ ---------------------
<S> <C> <C> <C> <C>
D. M. (Rusty) Moore, Jr. 0 0 13,076 $5,400
23,979 $5,995
James W. Clark 0 0 8,690 4,332
8,932 2,233
Robert W. Hendren 2,000 11,675 5,000 5,550
33,000 18,150
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with D. M. (Rusty)
Moore, Jr. and John A. Vann for three-year periods that are renewed monthly or
annually. 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 March 25, 2000, 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> 12
BENEFICIAL OWNERSHIP OF COMMON STOCK
<TABLE>
<CAPTION>
PERCENTAGE
NAME SHARES OF CLASS
---- -------- ----------
<S> <C> <C> <C>
D. M. (Rusty) Moore, Jr. (1) 585,309 15.6%
John A. Vann (2) 597,405 16.1%
Mark S. Adler (3) 193,260 5.2%
Timothy J. Gardiner (4) 25,174 0.7%
Robert W. Hendren (5) 40,000 1.1%
Gayle C. Tinsley (6) 31,000 0.8%
William Thomas Fraser, III 10,100 0.3%
James M. Fehleison (7) 10,000 0.3%
William C. Keane (7) 7,000 0.2%
All executive officers (8)
and directors as a group 1,499,248 39.2%
(9 persons)
</TABLE>
- ---------------------------
(1) Includes options to purchase 37,055 shares of Common Stock and 7,629 shares
held of record by Mr. Moore's spouse.
(2) Includes 47,405 shares as contingent consideration due under certain
conditions contained in The John Vann Company purchase agreement.
(3) Includes options to purchase 4,000 shares of Common Stock.
(4) Includes options to purchase 3,204 shares of Common Stock.
(5) Includes options to purchase 30,000 shares of Common Stock and grants of
6,000 shares of Common Stock. Neither the options nor the grants are
presently vested.
(6) Includes options to purchase 17,000 shares of Common Stock.
(7) Includes options to purchase 5,000 shares of Common Stock.
(8) Includes options to purchase 101,259 shares of Common Stock and grants of
6,000 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.
On August 27, 1999 the Company agreed to loan John A. Vann ("Vann") the
sum of $360,000. Mr. Vann is Chief Executive Officer of Rushmore Investment
Advisors, Inc. and Chief Investment Officer of Rushmore Financial Group, Inc.
The principal amount of the loan is being advanced in monthly increments of
$30,000 that bear interest at 9%. Principal is due eighteen months from the date
of the note. Interest is due in two installments, twelve and eighteen months
from the date of the note. The note is secured by 500,000 shares of common stock
of the Company. The outstanding balance at March 31, 2000 was $240,000.
Page 9
<PAGE> 13
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under U.S. securities laws, directors, certain executive officers, and
persons 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 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 GRANT THORNTON, L.L.P. to serve as
the Company's independent auditors for the year ending December 31, 2000. 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 GRANT THORNTON, L.L.P. AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2000.
SHAREHOLDER PROPOSALS FOR THE
2001 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, 2001, for the inclusion in the Company's proxy statement and form of proxy
relating to the 2001 Annual Meeting of shareholders.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
GRANT THORNTON, L.L.P. served as the Company's principal independent
public accountants for 1999, and has been appointed by the Company to serve in
2000, subject to ratification by the shareholders at the annual meeting.
Representatives of KPMG LLP are expected to be present at the 2000 Annual
Meeting of shareholders, with the opportunity to make a statement if they so
desire, and will be available to respond to appropriate questions.
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<PAGE> 14
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
/s/ D. M. (RUSTY) MOORE, JR.
-------------------------------------
D. M. (Rusty) Moore, Jr.
President and Chief Executive Officer
April 3, 2000
Page 11
<PAGE> 15
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 University Club, Galleria, located at 13350 Dallas Parkway, Suite
4000, Dallas, Texas 75240, on Friday, May 5, 2000, beginning at 1:00 p.m., local
time, and the Proxy Statement in connection therewith and (2) appoints D. M.
(Rusty) Moore, Jr. and Gayle C. Tinsley, 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:
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS:
[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY TO VOTE FOR [ ] ABSTAIN FROM VOTING
(EXCEPT AS MARKED TO THE CONTRARY BELOW) ALL NOMINEES LISTED BELOW
</TABLE>
Mark S. Adler, William Thomas Fraser, III and Gayle C. Tinsley
(To vote for any other individual nominee, write that nominee's name on the line
provided below.)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
2. RATIFY APPOINTMENT OF GRANT THORNTON, L.L.P. AS THE COMPANY'S AUDITORS
[ ] 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.
(Please See Reverse Side)
<PAGE> 16
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 , 2000
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SIGNATURE OF SHAREHOLDER
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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.
