<PAGE>
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
OXFORD RESOURCES CORP.
- --------------------------------------------------------------------------------
(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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(1)*, 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
OXFORD RESOURCES CORP.
270 SOUTH SERVICE ROAD
MELVILLE, NY 11747
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
To the Shareholders of Oxford Resources Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Oxford
Resources Corp. (the "Company"), a New York corporation, will be held on Monday,
November 4, 1996 at 10:00 a.m., local time, at the Company's executive offices
at 270 South Service Road, Melville, NY 11747, for the following purposes:
1. To elect three (3) directors to serve as Class III directors for a
three year term;
2. To ratify the appointment of BDO Seidman, LLP as independent
accountants of the Company for the fiscal year ending June 30, 1997; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on September 23, 1996
are entitled to notice of and to vote at the Meeting and any adjournments
thereof.
All shareholders are cordially invited to attend the Meeting. However, to
assure your representation at the Meeting, you are urged to complete, sign and
date the enclosed proxy card as promptly as possible and return it in the
postage-paid envelope provided. Any shareholder attending the Meeting may vote
in person even if he or she has already returned a proxy.
By Order of the Board of Directors,
MARK A. FREEMAN
SECRETARY
Melville, New York
October 1, 1996
IMPORTANT
THE PROMPT RETURN OF PROXIES WILL ENSURE THAT YOUR SHARES WILL BE VOTED. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
<PAGE>
OXFORD RESOURCES CORP.
270 SOUTH SERVICE ROAD
MELVILLE, NY 11747
------------------------
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD ON NOVEMBER 4, 1996
------------------------
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Oxford Resources Corp. (the "Company"), a
New York corporation, to be used at the Annual Meeting of Shareholders of the
Company (the "Meeting"), to be held at the Company's executive offices at 270
South Service Road, Melville, NY 11747 on Monday, November 4, 1996 at 10:00 a.m.
and at any adjournment or postponement thereof. The approximate date on which
this proxy statement, the foregoing notice and the enclosed proxy were first
mailed or given to shareholders was October 1, 1996.
Shareholders who execute proxies retain the right to revoke them at any time
by notice in writing to the Secretary of the Company, by revocation in person at
the Meeting or by presenting a later dated proxy. Unless so revoked, shares
represented by proxies received by the Company, where the shareholder has
specified a choice with respect to the election of directors or the other
proposal described in this proxy statement, will be voted in accordance with the
specification(s) so made. In the absence of such specification(s), the shares
will be voted FOR the election of all three nominees for the Board of Directors,
and FOR the ratification of the selection by the Board of Directors of BDO
Seidman, LLP as the Company's independent accountants for the current fiscal
year.
The expenses of solicitation of proxies for the Meeting will be paid by the
Company. Such solicitation may be made in person or by telephone by officers and
employees of the Company. In addition, the Company has retained Corporate
Investor Communications, Inc. to assist in the search for, and distribution of
proxies to, beneficial owners of the Company's Class A common stock, par value
$.01 per share (the "Class A Common Stock"), held in street name or by other
nominees, and will pay such firm a fee of $2,750.00, plus reimbursement of
direct out-of-pocket expenses incurred by such firm in such activity. Upon
request, the Company will reimburse brokers, dealers, banks and trustees, or
their nominees, for reasonable expenses incurred by them in forwarding material
to beneficial owners of shares of Class A Common Stock.
VOTING
Only holders of record of the Class A Common Stock and the Company's Class B
common stock, par value $.01 per share (the "Class B Common Stock"), at the
close of business on September 23, 1996 are entitled to notice of and to vote at
the Meeting. On that date, the Company had outstanding 7,115,662 shares of Class
A Common Stock and 7,724,000 shares of Class B Common Stock.
Under New York law and the Company's By-Laws, the presence in person or by
proxy of a majority of the outstanding shares of the Class A Common Stock and
the Class B Common Stock, in the aggregate, is necessary to constitute a quorum
at the Meeting. For these purposes, shares which are present or represented by
proxy at the Meeting will be counted regardless of whether the holder of the
shares or the proxy fails to vote on a proposal ("abstentions") or whether a
broker with authority fails to exercise its authority with respect thereto (a
"broker non-vote"). Abstentions and broker non-votes will not be included,
however, in the tabulation of votes cast on proposals presented to shareholders.
With regard to the election of directors, votes may be cast in favor of or
withheld from each nominee; votes that are withheld (e.g., abstentions and
broker non-votes) will have no effect, as directors are elected by a plurality
of votes cast. On all matters to be voted upon at the Meeting and any
adjournment or postponement thereof, the holders of the Class A Common Stock and
the Class B Common Stock vote together as a single class, with each record
holder of Class A Common Stock entitled to one vote per share of Class A
<PAGE>
Common Stock, and each record holder of Class B Common Stock entitled to ten
votes per share of Class B Common Stock.
The Board of Directors does not intend to bring any matter before the
Meeting except as specifically indicated in the foregoing notice, nor does the
Board of Directors know of any matters which anyone else proposes to present for
action at the Meeting. If any other matters properly come before the Meeting,
however, the persons named in the enclosed proxy, or their duly constituted
substitutes acting at the Meeting, will be authorized to vote or otherwise act
thereon in accordance with their judgment on such matters.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The information set forth on the following table is furnished as of
September 23, 1996, with respect to any person (including any "group" as that
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) who is known to the Company to be the beneficial
owner of more than 5% of any class of the Company's voting securities.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK+ CLASS B COMMON STOCK
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
AMOUNT & NATURE AMOUNT & NATURE
OF BENEFICIAL PERCENT OF OF BENEFICIAL PERCENT OF
NAME OWNERSHIP CLASS OWNERSHIP CLASS
- -------------------------------------------------------------- --------------- ---------- --------------- ----------
Pilgrim Baxter Grieg & Associates (1)......................... 900,900 12.7% 0 0%
Michael C. Pascucci (2)....................................... 665,743(3) 9.4 4,167,538(4) 54.0
T. Rowe Price Associates, Inc. (5)............................ 542,500 7.6 0 0
First of America Investment Corporation (6)................... 419,850 5.9 0 0
Provident Investment Counsel (7).............................. 407,600 5.7 0 0
American Express Financial Advisors (8)....................... 406,000 5.7 0 0
Jocelyn Pascucci(2)........................................... 261,660(9) 3.7 3,592,638(10) 46.5
Michael C. Pascucci 1993 Grantor Trust UADTD 6/14/93 (2)
(11)........................................................ 257,665 3.6 1,881,729 24.4
Silvana B. Pascucci (2)....................................... 257,665(12) 3.6 1,881,729(13) 24.4
Christopher S. Pascucci (2)................................... 198,643(14) 2.8 2,704,002(15) 35.0
Michael C. Pascucci & Jocelyn Pascucci, Trustees UADTD 12/2/82
(2)(16)..................................................... 3,995 * 1,710,909 22.2
Ralph P. Pascucci (2)......................................... 950(17) * 579,408(18) 7.5
John A. Danzi (2)............................................. 669 * 689,998(19) 8.9
Michael C. Pascucci-8 year Grantor Trust UADTD 4/4/95 (2)
(20)........................................................ 0 0 480,630 6.2
Jocelyn A. Pascucci-8 year Grantor Trust UADTD 4/4/95 (2)
(20)........................................................ 0 0 480,630 6.2
</TABLE>
- ------------------------
+ Does not include shares of Class A Common Stock issuable upon conversion of
shares of Class B Common Stock. Shares of Class B Common Stock are
convertible at any time into shares of Class A Common Stock on a
share-for-share basis.
* Less than 1%
(1) Information as to shares owned by Pilgrim Baxter Grieg & Associates, a
registered investment adviser, is as of June 30, 1996, as set forth in a
Schedule 13F filed with the Securities and Exchange Commission. The address
of Pilgrim Baxter Grieg & Associates is 1255 Drummers Lane, Suite 300,
Wayne, PA 19807.
(2) The address of each of the shareholders indicated is c/o Oxford Resources
Corp., 270 South Service Road, Melville, NY 11747.
(3) Includes (i) 463,345 shares of Class A Common Stock owned directly by
Michael C. Pascucci, (ii) 3,995 shares of Class A Common Stock owned by a
trust established for the benefit of the children
FOOTNOTES CONTINUED ON FOLLOWING PAGES
2
<PAGE>
FOOTNOTES CONTINUED FROM PREVIOUS PAGE
of Michael C. and Jocelyn Pascucci, over which Michael C. Pascucci shares
voting power and investment control, (iii) 197,928 shares of Class A Common
Stock owned by a charitable remainder trust, over which Michael C. Pascucci
shares voting power and investment control, and (iv) 475 shares of Class A
Common Stock owned by a trust established for the benefit of one of the
children of Michael C. and Jocelyn Pascucci, over which Michael C. Pascucci
shares voting power and investment control. Michael C. Pascucci disclaims
beneficial ownership of the shares of Class A Common Stock owned by each of
such trusts.
(4) Includes (i) 57,905 shares of Class B Common Stock owned directly by Michael
C. Pascucci, (ii) 1,910,946 shares of Class B Common Stock owned by certain
trusts established for the benefit of the children of Michael C. and Jocelyn
Pascucci, over which Michael C. Pascucci has sole voting power and shares
investment control, (iii) 1,710,909 shares of Class B Common Stock owned by
a trust established for the benefit of the children of Michael C. and
Jocelyn Pascucci, over which Michael C. Pascucci shares voting power and
investment control, (iv) 266,389 shares of Class B Common Stock owned by a
trust established for the benefit of one of the children of Michael C. and
Jocelyn Pascucci, over which Michael C. Pascucci shares voting power and
investment control, and (v) 221,389 shares of Class B Common Stock owned by
certain charitable remainder trusts, over which Michael C. Pascucci shares
voting power and investment control. Michael C. Pascucci disclaims
beneficial ownership of the shares of Class B Common Stock owned by each of
such trusts.
(5) Information as to shares owned by T. Rowe Price Associates, Inc., an
institutional investment and mutual fund manager, is as of June 30, 1996, as
set forth in a Schedule 13F filed with the Securities and Exchange
Commission. The address of T. Rowe Price Associates, Inc. is 100 East Pratt
Street, Baltimore, MD 21202. These securities are owned by various
individual and institutional investors for which T. Rowe Price Associates,
Inc. ("Price Associates") serves as investment advisor with power to direct
investments and/or sole power to vote the securities. For purposes of the
reporting requirements of the Exchange Act, Price Associates is deemed to be
a beneficial owner of such securities; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such securities.
(6) Information as to shares owned by First of America Investment Corporation,
an institutional investment manager, is as of June 30, 1996, as set forth in
a Schedule 13F filed with the Securities and Exchange Commission. The
address of First of America Investment Corporation is 303 North Rose Street,
Kalamazoo, MI 49007.
(7) Information as to shares owned by Provident Investment Counsel, an
institutional investment manager, is as of June 30, 1996, as set forth in a
Schedule 13F filed with the Securities and Exchange Commission. The address
of Provident Investment Counsel is 300 North Lake Avenue, Pasadena, CA
91101.
(8) Information as to shares owned by American Express Financial Advisors, an
institutional investment manager, is as of June 30, 1996, as set forth in a
Schedule 13F filed with the Securities and Exchange Commission. The address
of American Express Financial Advisors is IDS Tower-10, Minneapolis, MN
55440.
(9) Consists of 261,660 shares of Class A Common Stock owned by certain trusts
established for the benefit of the children of Michael C. and Jocelyn
Pascucci, over which Jocelyn Pascucci shares voting power and investment
control. Jocelyn Pascucci disclaims beneficial ownership of the shares of
Class A Common Stock owned by each of such trusts.
(10) Consists of 3,592,638 shares of Class B Common Stock owned by certain
trusts established for the benefit of the children of Michael C. and Jocelyn
Pascucci, over which Jocelyn Pascucci shares voting power and investment
control. Jocelyn Pascucci disclaims beneficial ownership of the shares of
Class B Common Stock owned by each of such trusts.
(11) The shares of Class A Common Stock and Class B Common Stock owned by the
indicated trust may be deemed to be beneficially owned by both Jocelyn
Pascucci and Silvana B. Pascucci.
(12) Consists of 257,665 shares of Class A Common Stock owned by a trust
established for the benefit of the children of Michael C. and Jocelyn
Pascucci, over which Silvana B. Pascucci shares voting power and investment
control. Silvana B. Pascucci disclaims beneficial ownership of the shares of
Class A Common Stock owned by such trust.
FOOTNOTES CONTINUED ON FOLLOWING PAGE
3
<PAGE>
FOOTNOTES CONTINUED FROM PREVIOUS PAGE
(13) Consists of 1,881,729 shares of Class B Common Stock owned by a trust
established for the benefit of the children of Michael C. and Jocelyn
Pascucci, over which Silvana B. Pascucci shares voting power and investment
control. Silvana B. Pascucci disclaims beneficial ownership of the shares of
Class B Common Stock owned by such trust.
(14) Includes (i) 240 shares of Class A Common Stock owned directly by
Christopher S. Pascucci, (ii) 197,928 shares of Class A Common Stock owned
by a charitable remainder trust, over which Christopher S. Pascucci shares
voting power and investment control, and (iii) 475 shares of Class A Common
Stock owned by a trust established for the benefit of one of the children of
Michael C. and Jocelyn Pascucci, over which Christopher S. Pascucci shares
voting power and investment control. Christopher S. Pascucci disclaims
beneficial ownership of the shares of Class A Common Stock owned by each of
such trusts.
(15) Includes (i) 229,480 shares of Class B Common Stock owned directly by
Christopher S. Pascucci, (ii) 1,910,946 shares of Class B Common Stock owned
by a certain trust established for the benefit of the children of Michael C.
and Jocelyn Pascucci, over which Christopher S. Pascucci shares investment
control, (iii) 266,389 shares of Class B Common Stock owned by a trust
established for the benefit of one of the children of Michael C. and Jocelyn
Pascucci, over which Christopher S. Pascucci shares voting power and
investment control, (iv) 276,387 shares of Class B Common Stock owned by
certain charitable remainder trusts, over which Christopher S. Pascucci
shares voting power and investment control, and (v) 20,800 shares of Class B
Common Stock owned by a trust established for the benefit of the nieces and
nephews of Michael C. and Jocelyn Pascucci, over which Christopher S.
Pascucci shares voting power and investment control. Christopher S. Pascucci
disclaims beneficial ownership of the shares of Class B Common Stock owned
by each of such trusts.
(16) The shares of Class A Common Stock and Class B Common Stock owned by the
identified trust may be deemed to be beneficially owned by both Michael C.
Pascucci and Jocelyn Pascucci.
(17) Includes (i) 475 shares of Class A Common Stock owned directly by Ralph P.
Pascucci and (ii) 475 shares of Class A Common Stock owned by a trust
established for the benefit of one of the children of Michael C. and Jocelyn
Pascucci, over which Ralph P. Pascucci shares voting power and investment
control. Ralph P. Pascucci disclaims beneficial ownership of the shares of
Class A Common Stock owned by such trust.
(18) Includes (i) 181,073 shares of Class B Common Stock owned directly by Ralph
P. Pascucci, (ii) 266,389 shares of Class B Common Stock owned by a trust
for the benefit of one of the children of Michael C. and Jocelyn Pascucci,
over which Ralph P. Pascucci shares voting power and investment control,
(iii) 111,146 shares of Class B Common Stock owned by certain charitable
remainder trusts, over which Ralph P. Pascucci shares voting power and
investment control, and (iv) 20,800 shares of Class B Common Stock owned by
a trust established for the benefit of the nieces and nephews of Michael C.
and Jocelyn Pascucci, over which Ralph P. Pascucci shares voting power and
investment control. Ralph P. Pascucci disclaims beneficial ownership of the
shares of Class B Common Stock owned by each of such trusts.
(19) Includes (i) 621,226 shares of Class B Common Stock owned by John A. Danzi
and (ii) 68,772 shares of Class B Common Stock owned by a charitable
remainder trust, over which Mr. Danzi shares voting power and investment
control. Mr. Danzi disclaims beneficial ownership of the shares of Class B
Common Stock owned by such trust.
(20) The shares of Class B Common Stock owned by the identified trust may be
deemed to be beneficially owned by both Michael C. Pascucci and Christopher
S. Pascucci.
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the Class A
Common Stock and Class B Common Stock beneficially owned by each director and
nominee for director of the Company, by the Company's Chief Executive Officer,
by each of the Company's four other most highly compensated executive officers
and by all directors, nominees for director and executive officers as a group,
at the close of business on September 23, 1996.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK+ CLASS B COMMON STOCK
------------------------------ -----------------------------
AMOUNT & NATURE AMOUNT & NATURE
OF BENEFICIAL PERCENT OF OF BENEFICIAL PERCENT OF
NAME OWNERSHIP CLASS OWNERSHIP CLASS
- -------------------------------------------------------------- ----------------- ---------- ---------------- ----------
<S> <C> <C> <C> <C>
Gene M. Bernstein............................................. 15,000 * 0 0
Peter I. Cavallaro............................................ 1,000 * 0 0
John A. Danzi................................................. 669 * 689,998(1) 8.9
Robert Ench................................................... 2,000 * 0 0
Mark A. Freeman............................................... 733 * 231,995(2) 3.0
Stephen V. Murphy............................................. 7,000(3) * 0 0
Christopher S. Pascucci(4).................................... 198,643(5) 2.8 2,704,002(6) 35.0
Michael C. Pascucci(4)........................................ 665,743(7) 9.4 4,167,538(8) 54.0
Ralph P. Pascucci(4).......................................... 950(9) * 579,408(10) 7.5
All directors, nominees for director and executive officers as
a group (10 persons)(4)..................................... 950,925 13.4% 5,575,882 72.2%
</TABLE>
- ------------------------
+ Does not include shares of Class A Common Stock issuable upon conversion of
shares of Class B Common Stock. Shares of Class B Common Stock are
convertible at any time into shares of Class A Common Stock on a
share-for-share basis.
* Less than 1%.
(1) Includes (i) 621,226 shares of Class B Common Stock owned by John A. Danzi
and (ii) 68,772 shares of Class B Common Stock owned by a charitable
remainder trust, over which Mr. Danzi shares voting power and investment
control. Mr. Danzi disclaims beneficial ownership of the shares of Class B
Common Stock owned by such trust.
(2) Includes (i) 218,221 shares of Class B Common Stock owned by Mark A. Freeman
and (ii) 13,774 shares of Class B Common Stock owned by a charitable
remainder trust, over which Mr. Freeman shares voting power and investment
control. Mr. Freeman disclaims beneficial ownership of the shares of Class B
Common Stock owned by such trust.
(3) Includes (i) 6,000 shares of Class A Common Stock owned directly by Mr.
Murphy and (ii) 1,000 shares of Class A Common Stock held in an account for
the benefit of Mr. Murphy's mother, over which Mr. Murphy shares voting
power and investment control. Mr. Murphy disclaims beneficial ownership of
the shares held in such account.
(4) Michael C. Pascucci, Christopher S. Pascucci and Ralph P. Pascucci are
trustees of certain trusts which own an aggregate of 201,923 shares of Class
A Common Stock and 4,185,430 shares of Class B Common Stock. In each case,
as trustees, Michael C. Pascucci, Christopher S. Pascucci and/or Ralph P.
Pascucci share voting power and/or investment control of the shares of Class
A Common Stock and/ or Class B Common Stock owned by the trusts and,
therefore, each of them may be deemed to beneficially own the shares of
Class A Common Stock and/or Class B Common Stock owned by the trusts for
which they serve as trustees. As a result, such shares are included in the
number of shares beneficially owned by each of them. Such shares, however,
are only included once in the computation of shares beneficially owned by
directors, nominees for director and executive officers as a group.
(5) Includes (i) 240 shares of Class A Common Stock owned directly by
Christopher S. Pascucci, (ii) 197,928 shares of Class A Common Stock owned
by a charitable remainder trust, over which Christopher S. Pascucci shares
voting power and investment control, and (iii) 475 shares of Class A
FOOTNOTES CONTINUED ON FOLLOWING PAGE
5
<PAGE>
FOOTNOTES CONTINUED FROM PREVIOUS PAGE
Common Stock owned by a trust established for the benefit of one of the
children of Michael C. and Jocelyn Pascucci, over which Christopher S.
Pascucci shares voting power and investment control. Christopher S. Pascucci
disclaims beneficial ownership of the shares of Class A Common Stock owned
by each of such trusts.
(6) Includes (i) 229,480 shares of Class B Common Stock owned directly by
Christopher S. Pascucci, (ii) 1,910,946 shares of Class B Common Stock owned
by a certain trust established for the benefit of the children of Michael C.
and Jocelyn Pascucci, over which Christopher S. Pascucci shares investment
control, (iii) 266,389 shares of Class B Common Stock owned by a trust
established for the benefit of one of the children of Michael C. and Jocelyn
Pascucci, over which Christopher S. Pascucci shares voting power and
investment control, (iv) 276,387 shares of Class B Common Stock owned by
certain charitable remainder trusts, over which Christopher S. Pascucci
shares voting power and investment control, and (v) 20,800 shares of Class B
Common Stock owned by a trust established for the benefit of the nieces and
nephews of Michael C. and Jocelyn Pascucci, over which Christopher S.
Pascucci shares voting power and investment control. Christopher S. Pascucci
disclaims beneficial ownership of the shares of Class B Common Stock owned
by each of such trusts.
(7) Includes (i) 463,345 shares of Class A Common Stock owned directly by
Michael C. Pascucci, (ii) 3,995 shares of Class A Common Stock owned by a
trust established for the benefit of the children of Michael C. and Jocelyn
Pascucci, over which Michael C. Pascucci shares voting power and investment
control, (iii) 197,928 shares of Class A Common Stock owned by a charitable
remainder trust, over which Michael C. Pascucci shares voting power and
investment control, and (iv) 475 shares of Class A Common Stock owned by a
trust established for the benefit of one of the children of Michael C. and
Jocelyn Pascucci, over which Michael C. Pascucci shares voting power and
investment control. Michael C. Pascucci disclaims beneficial ownership of
the shares of Class A Common Stock owned by each of such trusts.
(8) Includes (i) 57,905 shares of Class B Common Stock owned directly by Michael
C. Pascucci, (ii) 1,910,946 shares of Class B Common Stock owned by certain
trusts established for the benefit of the children of Michael C. and Jocelyn
Pascucci, over which Michael C. Pascucci has sole voting power and shares
investment control, (iii) 1,710,909 shares of Class B Common Stock owned by
a trust established for the benefit of the children of Michael C. and
Jocelyn Pascucci, over which Michael C. Pascucci shares voting power and
investment control, (iv) 266,389 shares of Class B Common Stock owned by a
trust established for the benefit of one of the children of Michael C. and
Jocelyn Pascucci, over which Michael C. Pascucci shares voting power and
investment control, and (v) 221,389 shares of Class B Common Stock owned by
certain charitable remainder trusts, over which Michael C. Pascucci shares
voting power and investment control. Michael C. Pascucci disclaims
beneficial ownership of the shares of Class B Common Stock owned by each of
such trusts.
(9) Includes (i) 475 shares of Class A Common Stock owned directly by Ralph P.
Pascucci and (ii) 475 shares of Class A Common Stock owned by a trust
established for the benefit of one of the children of Michael C. and Jocelyn
Pascucci, over which Ralph P. Pascucci shares voting power and investment
control. Ralph P. Pascucci disclaims beneficial ownership of the shares of
Class A Common Stock owned by such trust.
(10) Includes (i) 181,073 shares of Class B Common Stock owned directly by Ralph
P. Pascucci, (ii) 266,389 shares of Class B Common Stock owned by a trust
for the benefit of one of the children of Michael C. and Jocelyn Pascucci,
over which Ralph P. Pascucci shares voting power and investment control,
(iii) 111,146 shares of Class B Common Stock owned by certain charitable
remainder trusts, over which Ralph P. Pascucci shares voting power and
investment control, and (iv) 20,800 shares of Class B Common Stock owned by
a trust established for the benefit of the nieces and nephews of Michael C.
and Jocelyn Pascucci, over which Ralph P. Pascucci shares voting power and
investment control. Ralph P. Pascucci disclaims beneficial ownership of the
shares of Class B Common Stock owned by each of such trusts.
6
<PAGE>
ELECTION OF DIRECTORS
Three directors will be elected at the Meeting for a term of three years
expiring at the annual meeting of shareholders in 1999 and until their
respective successors shall have been elected and shall qualify. The election of
directors requires the affirmative vote of a plurality of the votes cast in
person or by proxy at the Meeting. Each proxy received will be cast FOR the
election of the nominees named below unless otherwise specified in the proxy.
Each nominee has indicated that he is willing to serve as a director of the
Company, if elected, and the Board of Directors of the Company has no reason to
believe that any nominee may become unable or unwilling to serve. In the event
that a nominee should become unavailable for election for any reason, the shares
represented by a properly executed and returned proxy will be voted for any
substitute nominee who shall be designated by the current Board of Directors.
There are no arrangements or understandings between any director or nominee and
any other person pursuant to which such person was selected as a director or
nominee.
CLASS III (TERM EXPIRES 1999)
<TABLE>
<CAPTION>
NAME OF NOMINEE PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
- -------------------------------------------------- -------------------------------------------- --- --------------
<S> <C> <C> <C>
Stephen V. Murphy................................. President, S.V. Murphy & Co. Inc. 50 August 1993
Christopher S. Pascucci........................... Executive Vice President & Chief Financial 34 August 1993
Officer of the Company
Michael C. Pascucci............................... Chairman & Chief Executive Officer of the 59 August 1974
Company
</TABLE>
The following individuals are the Company's other directors whose terms of
office continue after the Meeting until the annual meeting of shareholders in
the year in which the term of their class expires.
CLASS I (TERM EXPIRES 1997)
<TABLE>
<CAPTION>
NAME OF DIRECTOR PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
- -------------------------------------------------- -------------------------------------------- --- --------------
<S> <C> <C> <C>
Gene M. Bernstein................................. President, Javelin Blue Golf Products, Inc. 49 December 1993
Peter I. Cavallaro................................ Senior Vice President, General Counsel and 34 December 1993
Assistant Secretary of the Company
Mark A. Freeman................................... Senior Vice President, Secretary & Treasurer 51 August 1993
of the Company
</TABLE>
CLASS II (TERM EXPIRES 1998)
<TABLE>
<CAPTION>
NAME OF DIRECTOR PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
- -------------------------------------------------- -------------------------------------------- --- --------------
<S> <C> <C> <C>
John A. Danzi..................................... President & Chief Operating Officer of the 54 August 1993
Company
Robert Ench....................................... Managing Partner, Bench Realty 55 December 1993
Ralph P. Pascucci................................. Senior Vice President of the Company 32 December 1993
</TABLE>
GENE M. BERNSTEIN has served as President of Javelin Blue Golf Products,
Inc. (formerly Big Ventures, Inc.), a company engaged in the marketing of golf
products, since March 1994. From 1989 through June 1994, he served as President
of Northville Industries Corp., a diversified petroleum storage, trading and
transport company. Mr. Bernstein is a member of the board of directors of UST
Private Equity
7
<PAGE>
Investors Fund, Inc., a non-diversified, closed-end management investment
company under the Investment Company Act of 1940, as amended.
PETER I. CAVALLARO has served as Senior Vice President and General Counsel
of the Company since July 1995 and as Assistant Secretary since July 1993. From
June 1990 through June 1995, Mr. Cavallaro served as Corporate Counsel of the
Company and from July 1993 through June 1995 he also served as a Vice President
of the Company. Mr. Cavallaro is a member of the American and Nassau County Bar
Associations and is a member of the Legal and Legislative Committee of the
National Vehicle Leasing Association, New York Area Chapter.
JOHN A. DANZI has served as President and Chief Operating Officer of the
Company since July 1988. Mr. Danzi joined the Company in 1979 as Senior Vice
President.
ROBERT ENCH is the managing partner of Bench Realty, a real estate holding
company, a position he has held for more than the past five years. In addition,
Mr. Ench has also been the Chairman of Hopewell Nursery Inc., a commercial
nursery operation, and President of RK&L Enterprises, Inc., an investment
company, for more than the past five years. Mr. Ench is the former Chairman of
Frank's Nursery & Crafts, Inc., a national chain of retail garden and craft
stores.
MARK A. FREEMAN has served as Senior Vice President, Secretary and Treasurer
of the Company since 1988. Mr. Freeman joined the Company in 1974 as Assistant
Controller and became Controller in 1978. Mr. Freeman is affiliated with the
American Institute of Certified Public Accountants, the New York State Society
of Certified Public Accountants and the Financial Executives Institute.
STEPHEN V. MURPHY has been President of S.V. Murphy & Co. Inc., an
investment banking consulting firm, since 1991. Mr. Murphy served as a Managing
Director of Merrill Lynch Pierce Fenner & Smith from 1988 until 1990. Mr. Murphy
also serves on the board of directors of The First of Long Island Corporation, a
company engaged in a full-service commercial banking business through its
subsidiary, The First National Bank of Long Island and Mr. Murphy is a member of
the board of directors of UST Private Equity Investors Fund, Inc., a
non-diversified, closed-end management investment company under the Investment
Company Act of 1940, as amended.
CHRISTOPHER S. PASCUCCI has served as Executive Vice President of the
Company since July 1993 and Chief Financial Officer since September 1993. Prior
to that time, he served as Senior Vice President from June 1990 to June 1993 and
prior to that as Vice President from May 1989 until June 1990. Mr. Pascucci is a
member of the Automobile Leasing Committee of the Consumer Bankers Association.
MICHAEL C. PASCUCCI has served as Chief Executive Officer of the Company
since its inception in August 1974, has been Chairman since July 1988, and
served as President of the Company from its inception to July 1988.
RALPH P. PASCUCCI has served as a Senior Vice President of the Company since
July 1993. Prior to that time, he served as the manager of the Company's Retail
Automotive Division from May 1991 until July 1993.
MICHAEL C. PASCUCCI is the father of Christopher S. Pascucci and Ralph P.
Pascucci. There are no family relationships among any other directors or
executive officers of the Company.
COMMITTEES, MEETINGS AND COMPENSATION OF THE BOARD OF DIRECTORS
The Board of Directors held four meetings during the last fiscal year. All
directors attended at least 75% of the aggregate number of meetings of the Board
and committees of the Board on which they served.
The Board of Directors has an Audit Committee currently composed of Robert
Ench (Chairman), Stephen V. Murphy and Christopher S. Pascucci. The Audit
Committee reviews and evaluates the Company's internal accounting and auditing
procedures; recommends to the Board of Directors the firm
8
<PAGE>
to be appointed as independent accountants to audit the Company's operations and
financial statements; reviews with management and the independent accountants
the Company's year-end operating results; reviews the scope and results of the
annual financial and operational audits with the independent accountants;
reviews with management the Company's interim operating results; and reviews any
non-audit services to be performed by the independent accountants and considers
the effect of any such performance on the accountants' independence. The Audit
Committee met three times during the fiscal year ended June 30, 1996.
The Board of Directors has a Compensation and Stock Option Committee, which
is currently composed of Gene M. Bernstein (Chairman), Robert Ench and Michael
C. Pascucci. The Compensation and Stock Option Committee reviews compensation
arrangements for senior executives, and reviews and makes recommendations to the
full Board of Directors regarding the adoption or amendment of employee benefit
plans. The Compensation and Stock Option Committee also administers the
Company's 1993 Stock Option Plan and, except with respect to grants of options
to disinterested non-employee directors, has full authority to determine the
persons to whom and the times at which options are to be granted, the number of
option shares to be granted and the price and other terms of options. The
Compensation and Stock Option Committee also has authority to designate whether
options granted are intended to qualify as incentive stock options or are to be
non-qualified stock options. The Compensation and Stock Option Committee met or
acted by written consent four times in the fiscal year ended June 30, 1996.
Each year, the Board of Directors establishes a Nominating Committee to
identify and recommend to the Board of Directors individuals to serve on the
Board. The current members of the Nominating Committee are Robert Ench, Stephen
V. Murphy (Chairman) and Michael C. Pascucci. The Nominating Committee met two
times in the fiscal year ended June 30, 1996. The Nominating Committee will
consider nominees recommended by shareholders if the recommendation is made in
writing and includes (i) the qualifications of the proposed nominee to serve on
the Company's Board of Directors, (ii) the principal occupations and employment
of the proposed nominee during the past five years, (iii) each directorship
currently held by the proposed nominee, and (iv) a statement that the proposed
nominee has consented to the nomination. Any such nominations should be directed
to the Secretary of the Company.
John A. Danzi, Christopher S. Pascucci and Michael C. Pascucci (Chairman)
are the members of the Executive Committee of the Board of Directors. These
individuals also oversee the day-to-day operations of the Company and meet
regularly for such purpose.
Directors who are not officers or employees of the Company receive an annual
retainer of $20,000 for service on the Board, payable in quarterly installments.
In addition, under the Company's 1993 Stock Option Plan, each disinterested,
non-employee director serving on the Compensation and Stock Option Committee is
to receive an annual grant at the first meeting of the Board of Directors
following each annual meeting of shareholders, of an option to purchase 3,000
shares of Class A Common Stock, at an exercise price equal to the fair market
value of such stock on the grant date. Each such option becomes exercisable on
the second anniversary of the grant date at the rate of one-third per year for
three years, and expires ten years from the grant date. Directors are also
reimbursed for expenses incurred in attending meetings of the Board of Directors
and committees thereof. In addition, non-employee directors may elect to
participate in the Company's medical plan at the Company's sole cost and
expense.
EXECUTIVE OFFICERS
Peter I. Cavallaro, John A. Danzi, Mark A. Freeman, Christopher S. Pascucci,
Michael C. Pascucci and Ralph P. Pascucci are executive officers of the Company,
holding the offices described above.
In addition, Robert B. Kay, Senior Vice President--Finance is also an
executive officer of the Company. Mr. Kay, who is 34 years old, has served as
Senior Vice President--Finance of the Company since July 1995. Prior thereto, he
served as Vice President--Finance of the Company from February 1994
9
<PAGE>
through June 1995. Prior to joining the Company, Mr. Kay was a Senior Manager in
the Management Consulting Group of the accounting firm of Deloitte & Touche LLP
from August 1989 until February 1994.
Each executive officer serves until his successor is appointed and qualified
or until earlier resignation, death or removal. There are no arrangements or
understandings between any executive officer other than as described below.
SECTION 16(A)
Based solely upon review of the filings furnished to the Company pursuant to
Rule 16(a)-3(e) promulgated under the Exchange Act and written representations
from its executive officers, directors and persons who own beneficially more
than 10% of the Class A Common Stock, all filing requirements of Section 16(a)
of the Exchange Act were complied with during the fiscal year ended June 30,
1996, except that each of Michael C. Pascucci and Christopher S. Pascucci filed
late two reports covering two transactions.
10
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth, for the Company's last three fiscal years,
the aggregate compensation awarded to, earned by or paid to the Company's Chief
Executive Officer and to each of the Company's other four most highly
compensated executive officers who were serving as executive officers at the end
of the Company's last fiscal year, for services rendered in all capacities to
the Company and its subsidiaries.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION AWARDS
ANNUAL COMPENSATION --------------------------------
------------------------------- SECURITIES
FISCAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
- ------------------------------------- ------ -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Michael C. Pascucci 1996 $454,439(2) $475,649 28,127 $530,761
Chairman and Chief Executive Officer 1995 424,651(2) 428,231 0 526,364
1994 400,400 371,228 100,000 146,498
John A. Danzi 1996 $274,753(2) $246,669 19,976 $135,150
President 1995 261,271(2) 201,039 0 54,706
1994 280,000(3) 171,387 35,000 16,506
Christopher S. Pascucci 1996 $259,431(2) $242,800 19,608 $161,626
Executive Vice President 1995 229,655(2) 224,660 0 75,506
1994 200,044 204,859 35,000 34,294
Mark A. Freeman 1996 $204,846(2) $ 72,047 5,000 $ 10,500
Senior Vice President 1995 207,749(4) 65,014 0 10,500
1994 194,528(4) 59,582 15,000 16,148
Ralph P. Pascucci 1996 $184,736(2) $171,302 13,825 $ 76,494
Senior Vice President 1995 169,673(2) 143,606 0 10,500
1994 150,020 126,680 25,000 16,509
</TABLE>
No other annual compensation, restricted stock awards, stock appreciation
rights ("SARs") or long-term incentive payments, as defined in the regulations
of the Exchange Act governing the solicitation of proxies, were awarded to,
earned by or paid to any of the named executive officers during any of the last
three fiscal years.
- ------------------------
(1) Includes (a) amounts paid during fiscal 1996, 1995 and 1994, respectively,
under a defined contribution plan: Michael C. Pascucci--$10,500, $10,500 and
$16,506; John A. Danzi--$10,500, $10,500 and $16,506; Christopher S.
Pascucci--$10,500, $10,500 and $16,280; Mark A. Freeman--$10,500, $10,500
and $16,148; and Ralph P. Pascucci--$10,500, $10,500 and $16,509 and (b)
premiums paid by the Company during fiscal 1996, 1995 and 1994,
respectively, with respect to certain split dollar life insurance policies:
Michael C. Pascucci--$520,261, $515,864 and $129,992; John A.
Danzi--$124,650, $44,206 (fiscal 1996 and 1995 only); and Christopher S.
Pascucci--$151,126, $65,006 and $18,014.
(2) Includes amounts deferred by the Company pursuant to the Company's Top-Hat
Plan (the "Top-Hat Plan"). See "Employment Arrangements and Compensation
Plans."
(3) Includes amounts deferred by the Company pursuant to a letter agreement
between the Company and Mr. Danzi. See "Employment Arrangements and
Compensation Plans."
(4) Includes amounts deferred by the Company pursuant to a letter agreement
between the Company and Mr. Freeman and, for fiscal 1995, amounts deferred
by the Company pursuant to the Top-Hat Plan. See "Employment Arrangements
and Compensation Plans."
11
<PAGE>
STOCK OPTION PLAN
OPTIONS GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to the grant of
stock options under the Company's 1993 Stock Option Plan (the "Stock Option
Plan") by the Company during the fiscal year ended June 30, 1996 to the Chief
Executive Officer and the other executive officers identified on the Summary
Compensation Table.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
------------------------------------------------------ ----------------------
<S> <C> <C> <C> <C> <C> <C>
% OF TOTAL
OPTIONS
GRANTED TO
EMPLOYEES
IN EXERCISE
OPTIONS FISCAL YEAR PRICE EXPIRATION 5% 10%
NAME GRANTED (#) (%) ($/SH) DATE ($) ($)
- ------------------------------------------------- ------------- ------------- ----------- ----------- ---------- ----------
Michael C. Pascucci.............................. 28,127 14.72% $ 23.10 8/14/2000 $ 179,509 $ 396,669
John A. Danzi.................................... 19,976 10.46 21.00 8/14/2005 263,819 668,569
Christopher S. Pascucci.......................... 19,608 10.26 23.10 8/14/2000 125,140 276,527
Mark A. Freeman.................................. 5,000 2.62 21.00 8/14/2005 66,034 167,343
Ralph P. Pascucci................................ 13,825 7.24 23.10 8/14/2000 88,233 194,971
</TABLE>
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the exercise of
stock options during the fiscal year ended June 30, 1996 and the value at June
30, 1996 of unexercised stock options held by the Chief Executive Officer and
the other executive officers identified on the Summary Compensation Table.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
IN-THE-MONEY
NUMBER OF SECURITIES OPTIONS AT FYE
SHARES ACQUIRED UNDERLYING UNEXERCISED ($) (1)
ON EXERCISE VALUE OPTIONS AT FYE (#) EXERCISABLE/
NAME (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE UNEXERCISABLE
- ---------------------------------- --------------------- ----------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Michael C. Pascucci............... 0 $ 0 33,333/94,794 $ 408,329/$1,161,227
John A. Danzi..................... 0 0 11,666/43,310 154,575/573,858
Christopher S. Pascucci........... 0 0 11,666/42,942 142,909/526,040
Mark A. Freeman................... 0 0 5,000/15,000 66,250/198,750
Ralph Pascucci.................... 0 0 8,333/30,492 102,079/373,527
</TABLE>
- ------------------------
(1) Fair market value of securities underlying the options at fiscal year end
minus the exercise price of the options at exercise price.
EMPLOYMENT ARRANGEMENTS AND COMPENSATION PLANS
The Company had an employment agreement dated July 1, 1993 with John A.
Danzi, President of the Company, which expired June 30, 1996. Under the
employment agreement, Mr. Danzi's annual base salary was $250,000, which amount
was subject to increase by the Board of Directors. Mr. Danzi was also eligible
to receive a bonus and the Company provided Mr. Danzi with an automobile. The
agreement also provided for the payment of the base salary for nine months after
termination for disability and three
12
<PAGE>
months base salary upon death during the term of employment. The employment
agreement also contained a confidentiality covenant and a non-compete covenant
both of which have a term of seven years. Currently, Mr. Danzi continues to be
employed by the Company without an employment agreement on substantially the
same terms.
The Company has deferred compensation agreements with Mr. Danzi and Mark A.
Freeman, Senior Vice President of the Company. Under these agreements the
Company deferred a certain amount of each officer's compensation, which the
Company determined in its sole discretion but which in the case of Mr. Danzi did
not exceed thirty percent of Mr. Danzi's annual bonus, and in any event not in
excess of $30,000, and in the case of Mr. Freeman, did not exceed ten percent of
Mr. Freeman's aggregate annual compensation. Those deferred amounts are
maintained by the Company in accounts held for the benefit of Messrs. Danzi and
Freeman. Upon termination of employment (other than for "just cause"), including
in connection with a change in control of the Company, each officer will become
entitled to receive all or a portion of this deferred compensation in ten annual
installments. By the terms of the respective deferred compensation agreement,
the Company ceased making deferred compensation payments for the benefit of Mr.
Danzi in the fiscal year ended June 30, 1994 and for Mr. Freeman in the fiscal
year ended June 30, 1995.
The Company maintains a Top-Hat Plan, a non-qualified deferred compensation
plan for employees of the Company whose annual compensation exceeds $150,000 per
year. Each fiscal year under the Top-Hat Plan, the Company contributes, on
behalf of each eligible employee, into an account established for purposes of
the Top-Hat Plan, an amount based upon of the compensation paid to such employee
for such fiscal year and calculated in accordance with the terms of the Top-Hat
Plan. The benefits under the Top-Hat Plan vest over the employee's first seven
years of employment. The amount of the annual contribution is subject to change
each year at the Company's discretion.
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
During the fiscal year ended June 30, 1996, the Compensation and Stock
Option Committee consisted of Gene M. Bernstein (Chairman), Robert Ench and
Michael C. Pascucci. Other than Michael C. Pascucci, who is Chairman of the
Board and a director of the Company, none of the other members of the
Compensation and Stock Option Committee was, during such year or in the past, an
officer of the Company or any of its subsidiaries or had any relationship with
the Company other than serving as a director of the Company. In addition, no
executive officer of the Company served as a director or a member of the
compensation committee of any other entity one of whose executive officers
served as a director or on the Compensation and Stock Option Committee of the
Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS INVOLVING MEMBERS OF THE
COMPENSATION AND STOCK OPTION COMMITTEE
On July 31, 1990, the Company entered into a lease agreement with LBA
Melville Associates ("Associates"), a New York general partnership, for the
Company's Melville, New York corporate headquarters. MP/Melville Realty
Associates, Ltd. ("Melville Associates"), a New York limited partnership, is one
of two general partners of Associates (each partner having a 50% partnership
interest). Michael C. Pascucci, a director and the Chairman of the Company, is
the sole shareholder of MP/Melville Realty Corp., the corporate general partner
of Melville Associates. The limited partners of Melville Associates are Michael
C. Pascucci, John A. Danzi, a director and the President of the Company,
Christopher S. Pascucci, a director and the Executive Vice President of the
Company, Mark A. Freeman, a director and Senior Vice President of the Company,
Ralph P. Pascucci, director and a Senior Vice President of the Company, Michael
A. Pascucci and Dawn Barnard. Michael A. Pascucci and Dawn Barnard are children
of Michael C. Pascucci and siblings of Christopher S. Pascucci and Ralph P.
Pascucci. The lease provides for fixed rent payments of $710,940 through
November 30, 1998, and $761,940 per year
13
<PAGE>
for the remainder of the initial term, which expires November 30, 2001. During
the fiscal year ended June 30, 1996, the Company paid Associates aggregate rent
of $668,655. The lease also provides for two renewal terms at the Company's
option, each for five years at a fixed rent per year of $566,610 for the first
renewal term and $637,500 for the second renewal term. In addition, the Company
must pay certain taxes, common area expenses and other amounts, as provided in
the lease. The terms of the lease were negotiated on an arms-length basis and
the Company believes that the rent under the lease is at market rates.
The Company has extended loans to Melville Associates and LBR Melville
Associates, L.P. ("LBR Associates"), the other general partner of Associates, to
finance (i) in the case of Melville Associates, its share of the capital
contributions and loans made to Associates, the proceeds of which were used by
Associates in connection with Associates' purchase of the land and building used
by the Company for its corporate headquarters and the financing of certain
improvements related thereto and (ii) in the case of LBR Associates, a loan made
to Associates, the proceeds of which were used by Associates in connection with
the aforementioned improvements on the Company's corporate headquarters. The
loan made to Melville Associates is evidenced by a revolving promissory note
with a maximum principal availability of $3,000,000 and accrues interest at the
blended "Applicable Federal Rate" (as defined in the Internal Revenue Code of
1986). At June 30, 1996, the unpaid principal amount of the loan to Melville
Associates was $2,679,439. During the Company's last fiscal year, Melville
Associates made an interest payment to the Company with respect to such loan in
the amount equal to $255,000. The note matures in September 2000. LBR Associates
paid an aggregate amount of $200,382 on its note during the fiscal year ended
June 30, 1996 and the note was thereby paid off and satisfied in full, including
accrued interest. There is no further availability under such note.
Certain of the executive officers and directors of the Company (including
Michael C. Pascucci), members of their immediate families and trusts established
for the benefit of members of such families own all of the outstanding capital
stock of WLNY-TV Inc. (formerly WLIG-TV Inc. and hereinafter "WLNY"), a
corporation which operates a local television station. WLNY has and will
continue to use a portion of the Company's corporate headquarters for its
corporate offices and broadcast facilities. WLNY is a party to a sublease with
the Company for such space at a market rate rental and pays its pro rata share
of certain administrative expenses and common area charges. In addition, WLNY
and Oxford Management Services Co., Inc. ("OMSC"), a subsidiary of the Company,
entered into a management and service agreement pursuant to which the Company
provides to WLNY certain management, administrative, accounting and other
services, on a cost-plus basis. During the past fiscal year, WLNY paid $620,456
to the Company for such services and rent.
No member of the Compensation and Stock Option Committee, other than Michael
C. Pascucci, has any similar relationships or related transactions involving the
Company.
REPORT OF COMPENSATION AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION
For the past fiscal year, the Compensation and Stock Option Committee (the
"Committee") was comprised of Gene M. Bernstein (Chairman), Robert Ench and
Michael C. Pascucci. Mr. Pascucci does not take part in any decisions of the
Compensation and Stock Option Committee relating to the determination of his own
compensation.
The Committee is responsible for recommending to the Board of Directors the
overall direction for the executive compensation strategy of the Company and for
the on-going monitoring of the strategy's implementation. In addition to
recommending and reviewing the compensation of the executive officers, it is the
responsibility of the Committee to recommend new incentive compensation plans to
the Board of Directors. The Committee makes its compensation determinations
based upon its own research and
14
<PAGE>
analysis and based upon the advice of an outside compensation consultant
retained from time to time by the Committee.
The compensation objectives of the Committee and the Board of Directors are
designed to provide competitive levels of compensation consistent with the
Company's annual and long-term performance goals, recognize individual
initiative and achievements, and assist the Company in attracting and retaining
qualified executives.
The major elements of the executive compensation program are base salary,
performance-based annual and long-term incentives and stock options. Overall
compensation is intended to be consistent with companies of similar
characteristics (size, profitability, business lines, growth, etc.) (the "peer
group") and to include all of such elements. The peer group for purposes of
determining compensation of executive officers is not the same as the peer group
used to prepare the Company's stock performance graph contained in this proxy
statement. The peer group for purposes of compensation matters is based upon
companies with characteristics similar to the Company (including size, growth,
executive structure, etc.), other than solely type of business, in order to
provide a more accurate measure of the compensation paid to executives of
comparable companies. The peer group for the stock performance graph consists of
companies with similar lines of businesses (general financial services) to the
Company in order to more accurately reflect the Company's performance to that of
other companies with which it competes. In any particular year, the Company's
executives may be paid more or less than the executives of competitors,
depending upon the Company's overall financial performance and other factors.
For the fiscal year ended June 30, 1996, the Company's senior executives were
paid at approximately the median as compared to comparable executives in the
peer group.
THE $1 MILLION CAP ON DEDUCTIBLE EXECUTIVE COMPENSATION
The Committee has determined that compensation payable to the executive
officers should generally meet the conditions required for full deductibility
under Internal Revenue Code Section 162(m). However, the Committee also
recognizes that in certain instances it may be in the best interest of the
Company to provide compensation that is not fully deductible.
BASE SALARY
The Company's philosophy is to emphasize the performance-based, variable
components of total compensation, i.e., short and long-term incentives. Base
salaries for the Company's senior executives are recommended by the Committee
based, in part, upon a comparison of the salaries at companies in the peer
group. In addition, base salaries are based upon the executive's level of
responsibility, tenure with the Company, prior year's compensation,
effectiveness of management and other subjective factors. Base salaries are
targeted to approximate the median base salaries of the comparable companies.
Mr. Danzi's base salary for the 1996 fiscal year was in accordance with an
employment agreement that he had with the Company during such year. The terms of
Mr. Danzi's employment agreement, including the amount of his base salary as
provided thereby, were determined by a negotiation between Mr. Danzi and the
Company and is reflective of Mr. Danzi's level of responsibility and tenure with
the Company.
ANNUAL INCENTIVES
Each senior executive officer, including the Chief Executive Officer, is
eligible to receive on an annual basis a bonus in addition to base salary for
that year. Bonus awards are based upon achieving annual financial goals
including net income and earnings per share. Substantially all of the Company's
financial goals were met or exceeded during the past fiscal year. Accomplishment
of financial goals in excess of anticipated levels warrants payment of
correspondingly larger bonuses. Other factors considered include level of
responsibility, exhibited individual initiative, effectiveness of management and
seniority.
15
<PAGE>
STOCK OPTIONS
The Company's Stock Option Plan is designed to reward long-term
accomplishment as reflected, in part, in increases in shareholder value and
results of operations. The Stock Option Plan is administered by the Committee,
which may designate granted options as incentive stock options or non-qualified
stock options. Options may be granted annually by the Committee. The exercise
price of options is generally 100% of fair market value on the date of grant
(and, if the granted options are incentive stock options, 110% of such value for
certain officers who are members of a group which owns beneficially more than
10% of the Class A Common Stock). Options vest over three years and generally
expire 10 years after the grant date (and, if the granted options are incentive
stock options, 5 years after the date of grant for certain officers who are
members of a group which owns beneficially more than 10% of the Class A Common
Stock). This approach provides an incentive to the executive officers to
increase shareholder value over the long term, since the full benefit of the
options granted cannot be realized unless stock price appreciation occurs over a
number of years.
In determining the size of individual option grants, the Committee generally
takes into consideration the level of responsibility, exhibited individual
initiative, effectiveness of management and seniority.
THE CHIEF EXECUTIVE OFFICER'S FISCAL 1996 COMPENSATION
Michael C. Pascucci is eligible to participate in the same executive
compensation plans available to the other senior executive officers. The
Committee's general approach in setting Mr. Pascucci's target annual
compensation is to seek to be competitive with other companies in the peer
group, and to have a large performance-based, variable component in his
compensation.
Mr. Pascucci's base salary is set based upon the perceived value of his
contributions to the Company, peer group comparisons, the financial performance
of the Company and the Company's achievement of its financial goals, including
net income and earnings per share. Mr. Pascucci's base salary for the past
fiscal year approximated the median salary paid to comparable officers in the
peer group.
For the fiscal year ended June 30, 1996, Mr. Pascucci's annual bonus was
tied principally to goals related to the overall results of operations. The
Company met or exceeded the goals for its results of operations. Some
consideration is also given to subjective factors, as described above under
"Annual Incentives." In particular, consideration was given to the completion
during the fiscal year of the Company's secondary offering of Class A Common
Stock. On an ongoing basis, Mr. Pascucci's award will be based upon peer group
measures, the Company's performance against its financial goals, including net
income and earnings per share, and other factors including level of
responsibility, effectiveness of management and seniority.
COMPENSATION AND STOCK OPTION COMMITTEE
Gene M. Bernstein (Chairman)--Robert Ench--Michael C. Pascucci
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total shareholder return on the Company's Class A Common Stock during the period
beginning on December 10, 1993 (the date on which the Class A Common Stock began
trading publicly on The Nasdaq Stock Market National Market) and ending on June
30, 1996 with the cumulative total return on The Nasdaq Stock Market's U.S.
Index and a peer group index based upon Standard & Poor's Miscellaneous
Financial Services Companies Index. The comparison assumes that $100 was
invested on December 10, 1993 in the Class A Common Stock and on November 30,
1993 in the foregoing indices and assumes the reinvestment of dividends.
16
<PAGE>
COMPARISON OF 30 MONTH CUMULATIVE TOTAL RETURN*
AMONG OXFORD RESOURCES CORP., THE NASDAQ STOCK MARKET-US INDEX AND
THE S & P FINANCIAL MISCELLANEOUS INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
OXFORD RESOURCES CORP. S&P FINANCIAL MISCELLANEOUS NASDAQ STOCK MARKET-US
<S> <C> <C> <C>
12/10/93 100 100 100
Jun-94 95 100 94
Jun-95 178 126 125
Jun-96 233 168 161
</TABLE>
*$100 INVESTED ON 12/10/93
IN STOCK OR ON 11/30/93 IN
INDEX INCLUDING REINVESTMENT
OF DIVIDENDS. FISCAL YEAR
ENDED JUNE 30.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
--------------------------
<S> <C> <C> <C> <C>
12/93 6/94 6/95 6/96
----- ---- ---- ----
OXFORD RESOURCES CORP............................. 100 95 178 233
NASDAQ STOCK MARKET--US........................... 100 94 125 161
S & P FINANCIAL MISC.............................. 100 100 126 168
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has a severance benefits arrangement with Marie Pascucci, a
founder of the Company and the mother of Michael C. Pascucci, Chairman and Chief
Executive Officer of the Company, pursuant to which she is entitled to be paid
during her lifetime $59,800 per annum (which amount was paid to Ms. Pascucci in
the last fiscal year) and receive medical coverage and pension benefits at the
Company's expense under the Company's employee benefit plans.
Michael A. Pascucci, the son of Michael C. Pascucci, a director and Chief
Executive Officer of the Company, and the brother of Christopher S. Pascucci and
Ralph P. Pascucci, each a director and executive officer of the Company, is
employed by the Company as a sales representative in the lease terminations
department. The Company paid Michael A. Pascucci salary and bonus in the
aggregate amount of $72,125 as compensation during the past fiscal year. Mr.
Pascucci is also entitled to participate in all of the employee benefit plans
available to all of the Company's employees.
17
<PAGE>
See "Compensation Committee Interlocks and Insider Participation in
Compensation Decisions" for certain relationships and related party transactions
involving certain of the Company's directors, executive officers and other
related parties.
SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BDO Seidman, LLP has been selected by the Board of Directors as the
independent accountants for the Company's current fiscal year. Although
shareholder ratification of the Board of Directors' selection is not required,
the Board of Directors considers it desirable for the shareholders to pass upon
the selection and, if the shareholders disapprove of the selection, to consider
the selection of other independent certified public accountants for the
remainder of the current fiscal year.
A representative of BDO Seidman, LLP is expected to be present at the
Meeting and will have the opportunity to make a statement if he or she desires
to do so and will be available to respond to appropriate questions from
shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS. PROXIES RECEIVED IN RESPONSE TO
THIS SOLICITATION WILL BE VOTED FOR RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS UNLESS OTHERWISE SPECIFIED IN THE
PROXY.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Annual Meeting of
Shareholders in 1997 must be received by July 7, 1997, in order to be considered
for inclusion in the Company's proxy statement and form of proxy relating to
that meeting. Shareholder proposals should be directed to the Secretary of the
Company, at the address of the Company set forth on the first page of this proxy
statement.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE TO EACH SHAREHOLDER, WITHOUT CHARGE AND UPON
WRITTEN REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K. ANY SUCH
WRITTEN REQUEST SHOULD BE DIRECTED TO THE OFFICE OF THE CHIEF FINANCIAL OFFICER,
270 SOUTH SERVICE ROAD, MELVILLE, 11747, ATTENTION: INVESTOR RELATIONS.
Copies of the 1996 Annual Report to Shareholders are being mailed
simultaneously with this Proxy Statement. If you want to save the Company the
cost of mailing more than one Annual Report to the same address, the Company
will discontinue, at your request to the Secretary of the Company, mailing of
the duplicate copy to the account or accounts you select.
By Order of the Board of Directors,
Mark A. Freeman
SECRETARY
Melville, New York
October 1, 1996
18
<PAGE>
OXFORD RESOURCES CORP.
ANNUAL MEETING OF SHAREHOLDERS -- NOVEMBER 4, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John A. Danzi and Ralph P. Pascucci, or
either of them, the undersigned's proxies, with full power of substitution, to
vote all shares of Class A Common Stock of Oxford Resources Corp. (the
"Company") which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Shareholders of the Company to be held on Monday,
November 4, 1996 at 10:00 A.M. local time, at the offices of the Company at 270
South Service Road, Melville, New York 11747 and at any adjournments or
postponements thereof and, without limiting the generality of the power hereby
conferred, the proxy nominees named above and each of them are specifically
directed to vote as indicated below.
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND FOR THE
RATIFICATION OF BDO SEIDMAN, LLP AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS.
If there are amendments or variations to
the matters proposed at the meeting or at any
adjournments or postponements thereof, or if OXFORD RESOURCES CORP.
any other business properly comes before the P.O. BOX 11060
meeting, this proxy confers discretionary NEW YORK, N.Y. 10203-0060
authority on the proxy nominees named herein
and each of them to vote on such amendments,
variations or other business.
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement for the November 4, 1996 meeting.
(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE).
<PAGE>
<TABLE>
<S> <C> <C> <C>
1. Election of Directors FOR all nominees listed below WITHHOLD AUTHORITY to vote for all nominees listed
/ / below / /
<CAPTION>
1. EXCEPTIONS / /
<CAPTION>
</TABLE>
Nominees: Stephen V. Murphy, Christopher S. Pascucci and Michael C. Pascucci
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW).
*Exceptions ____________________________________________________________________
2. For Ratification of BDO Seidman, LLP as the Company's independent
certified public accountants.
/ / FOR / / AGAINST / / ABSTAIN
(Please sign exactly as name or names
appear hereon. Full title of one
signing in represenative capacity
should the clearly designated after
signature.) If a corporation, please
sign in full corporate name by
President or the authorized
officer(s). If a partnership, please
sign in partnership name by
authorized person. If stock is in the
name of two or more persons, each
should sign. Joint owners should each
sign. Names of all joint holders
should be written even if signed by
only one).
Dated: ______________________ , 1996
______________________________ (L.S.)
Signature of Shareholder
Print Name:
______________________________ (L.S.)
Signature of Shareholder
Print Name:
PLEASE INDICATE VOTES
(X) IN BLACK OR BLUE INK.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
ENVELOPE
