<PAGE> 1
SCHEDULE 14A - INFORMATION REQUIRED IN PROXY
STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. (N/A))
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to ss.240.14a-11(c) or
ss.240.14a-12
CROWN NORTHCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(2) Aggregate number of securities to which transaction applies:
N/A
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
(5) Total fee paid:
N/A
- --------------------------------------------------------------------------------
[ ] 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:
N/A
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(2) Form, Schedule or Registration Statement No.:
N/A
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(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE> 2
CROWN NORTHCORP, INC.
1251 DUBLIN ROAD
COLUMBUS, OHIO 43215
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1997
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Crown NorthCorp, Inc., a Delaware
corporation (the "Company"), will be held at the Company's corporate
headquarters at 1251 Dublin Road, Columbus, Ohio 43215 on Wednesday, May 14,
1997 at 4:00 P.M., Columbus time, for the following purposes:
1. To elect five directors for the ensuing year.
2. To transact such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on April 11,
1997 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the meeting and any adjournment thereof.
Management requests that all stockholders sign, date and return the
enclosed proxy in the enclosed postage paid envelope. You may, if you wish,
revoke your proxy at any time prior to the time it is voted. It is important
that your stock be represented, regardless of the number of shares you hold.
By Order of the Board of Directors,
/s/ STEPHEN W. BROWN
Stephen W. Brown
Secretary
Columbus, Ohio
April 18, 1997
<PAGE> 3
PROXY STATEMENT
This Proxy Statement is furnished to stockholders in connection with
the solicitation by the Board of Directors of Crown NorthCorp, Inc., a Delaware
corporation ("Company"), of proxies in the accompanying form for use at the
Annual Meeting of Stockholders of the Company to be held at the Company's
corporate headquarters at 1251 Dublin Road, Columbus, Ohio 43215 at 4:00 P.M. on
May 14, 1997, and at any adjournment thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying Notice of Meeting and Form of Proxy are being
mailed to the Company's stockholders commencing on April 18, 1997. The Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996, which
includes financial statements (the "Annual Report"), is being mailed
concurrently herewith to each stockholder of record at the close of business on
April 11, 1997. Except as specifically incorporated by reference herein,
however, the Annual Report is not to be deemed a part of the proxy solicitation
material.
The Company has 9,826,924 shares of Common Stock, par value $.01 per
share (the "Common Stock"), outstanding, all of one class and each share being
entitled to one vote. No cumulative voting rights are authorized and dissenters'
rights for stockholders are not applicable to the matters being proposed. The
close of business on April 11, 1997 has been fixed by the Board of Directors as
the record date for the determination of stockholders of the Company entitled to
vote at the meeting.
The Company has outstanding 450 shares of Series A Convertible
Preferred Stock, par value $.01 per share (the "Series A Preferred"), 2,000
shares of Series B Preferred Stock, par value $.01 per share (the "Series B
Preferred") and 500 shares of Series C Convertible Preferred Stock, par value
$.01 per share (the "Series C Preferred"). Holders of the Series A Preferred,
Series B Preferred and Series C Preferred have no voting rights.
The principal executive offices of the Company are located at 1251
Dublin Road, Columbus, Ohio 43215.
Tucker Holding Company, Ltd. ("Tucker"), 1251 Dublin Road, Columbus,
Ohio 43215, holds 4,207,500 shares of the Company's Common Stock, representing
approximately 43% of the outstanding Common Stock. Tucker and Ronald E. Roark,
the Chairman and Chief Executive Officer of the Company, whose business address
is the same as the Company's, have advised the Company that (i) they constitute
a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, (ii) that Mr. Roark benefically holds the ownership interest in Tucker and
(iii) each of Tucker and Mr. Roark shares the power to direct the voting and
disposition of these 4,207,500 shares. Each of Tucker and Mr. Roark may be
deemed to be in a position to exercise a controlling influence over the Company.
Effective March 7, 1997, Harbert Equity Fund I, L.L.C. ("Harbert
Fund"), whose business address is c/o Harbert Management Corporation, One
Riverchase Parkway South, Birmingham, Alabama 35244, entered into a Stock
Purchase Agreement ("SPA") with the Company whereby the Harbert Fund purchased
one million shares of the Common Stock, representing approximately 10.2% of the
outstanding Common Stock, for a price of $1 million and may invest up to an
additional $4 million in the Company. Pursuant to the SPA, Raymond A. Harbert
and Michael D. Luce have been elected to the Company's Board of Directors. The
Company and the Harbert Fund have entered into a registration rights agreement
with respect to the Common Stock acquired by the Harbert Fund pursuant to the
SPA granting the Harbert Fund up to two demand registrations and up to three
incidental registrations. The Harbert Fund, pursuant to the SPA, has the right
to nominate up to two individuals for election as directors of the Company for a
period of up to five years. Mr. Roark, Tucker and the Harbert Fund have entered
into a voting agreement whereby, for a period of up to five years as set forth
in the SPA, Mr. Roark and Tucker agree to vote their shares of the Common Stock
for such nominees for election as a Director of the Company as the Harbert Fund
is entitled to designate for nomination pursuant to the SPA and the Harbert
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<PAGE> 4
Fund agrees to vote all shares of the Common Stock beneficially owned by it for
the election of Mr. Roark as a Director of the Company.
If a proxy in the accompanying form is duly executed and returned, the
shares represented thereby will be voted at the Annual Meeting and, where a
choice is specified, will be voted in accordance with the specification made.
Any stockholder who gives a proxy may revoke it at any time before it is
exercised by giving a later proxy, by attending the Annual Meeting and voting in
person, or by giving notice of revocation to the Company's Secretary. Executed
but unmarked proxies will be voted FOR the proposals at the annual meeting.
The presence, in person or by proxy, of at least a majority of the
total number of outstanding shares of the Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum at the Annual Meeting. If a
quorum exists, the affirmative vote of a plurality of the shares present or
represented at the Annual Meeting and entitled to vote will be required for the
election of directors. Shares held by nominees for beneficial owners will be
counted for purposes of determining whether a quorum is present if the nominee
has the discretion to vote on at least one of the matters presented even if the
nominee may not exercise discretionary voting power with respect to other
matters and voting instructions have not been received from the beneficial owner
(a "Broker non-vote"). With respect to any other matter (other than the election
of directors) that may properly come before the Annual Meeting for stockholder
consideration, abstentions will be counted in determining the minimum number of
affirmative votes required for approval of any matter presented for stockholder
consideration and, accordingly, will have the effect of a vote against any such
matter. Broker non-votes will not be counted as votes for or against matters
presented for stockholder consideration. Stockholder's votes will be tabulated
by persons appointed by the Board of Directors to act as inspectors of election
for the Annual Meeting.
The expense of the solicitation of proxies will be borne by the
Company. Following the original mailing of the proxy material, solicitation of
proxies may be made by mail, telephone, telegraph, courier service, or personal
interview by certain of the regular employees of the Company, who will receive
no additional compensation for their services. In addition, the Company will
reimburse brokers and other nominees for their reasonable expenses incurred in
forwarding soliciting material to beneficial owners.
ELECTION OF DIRECTORS
(Proposal One)
The Restated Certificate of Incorporation and Bylaws of the Company
provide that the number of directors shall be not less than one and not more
than nine, the exact number to be determined by resolution of the Board of
Directors from time to time. The Board of Directors has fixed the number of
directors at five. Each of the directors elected at the Annual Meeting will
serve until the 1998 Annual Meeting of Stockholders and upon the election and
qualification of his successor or until his earlier resignation or removal. The
Board of Directors has nominated Ronald E. Roark, John Everets, Gordon V. Smith,
Raymond A. Harbert and Michael D. Luce for election at the Annual Meeting. All
nominees currently are members of the Board of Directors.
The persons designated by the Harbert Fund for election as directors
are Raymond A. Harbert and Michael D. Luce.
It is the intention of the persons named as proxies to vote the proxies
for the election to the Board of Directors of the five nominees named below,
unless a stockholder directs otherwise. In the event that a vacancy (which is
not anticipated) arises among the nominees prior to the Annual Meeting due to
death or for some other reason, the proxy will be voted for the remaining
nominees and may be voted for a substitute nominee designated by the Board of
Directors. The affirmative vote of a plurality of the shares present or
represented at the Annual Meeting entitled to vote will be required to elect
each of the nominees as a director of the Company for the ensuing year.
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<PAGE> 5
Set forth below with respect to each nominee is his name, age,
positions with the Company, principal occupation and business experience for the
past five years, and length of service as a director of the Company.
RONALD E. ROARK, age 46, has served as Chairman of the Board of Directors of the
Company since August 4, 1994 and as Chief Executive Officer of the Company since
September 13, 1994 and as Acting President and Chief Operating Officer since
August 31, 1996. Since June 1991, he has served as President of Crown Revenue
Services, Inc ("Crown"). He has been President of REE, Inc. since 1979 and
Culloden of Ohio, Inc., formerly known as R.E. Roark Companies, since 1978. In
May 1993, his affiliate acquired control of a majority interest in Ohio
Financial Service Corporation ("OFSC") and he became Chairman of the Board of
Directors of OFSC.
JOHN EVERETS, age 50, has served as a Director of the Company since September
13, 1994. He has been Chairman of the Board and Chief Executive Officer of HPSC
Inc. since July 1993 and a director of that company since 1983. From January
1990 to July 1993, he was Chairman of the Board of T.O. Richardson Co. Inc. Mr.
Everets also served as Chairman of the Connecticut Development Authority from
1991 to July 1994. Mr. Everets is a director of Dairy Mart Convenience Stores,
Inc. and The Eastern Company.
GORDON V. SMITH, age 64, has served as a Director of the Company since October
1, 1996. He has been Chairman of the Board of Miller and Smith Holding, Inc.
since 1964. From 1985 to 1994, he served as Chairman and Chief Executive Officer
of Providence Savings and Loan Association, F.A. He served as Chairman of
Eastern Realty Corporation from 1993 until October 1, 1996. Mr. Smith has served
as a director of Bank Plus sicne 1996.
RAYMOND J. HARBERT, age 38, has served as a Director of the Company since March
7, 1997. Mr. Harbert has been President and Chief Executive Officer of Harbert
Corporation since July 1990. Prior to that time, he served as Vice President of
the Harbert Corporation and as President of Harbert Properties Corporation.
MICHAEL D. LUCE, age 44, has served as a Director of the Company since March 7,
1997. Since 1995, Mr. Luce has served as Executive Vice President and Chief
Financial Officer of Harbert Corporation and Harbert Management Corporation.
Until 1995, he served as Senior Managing Director of the Investment Banking
Department of Bear, Stearns & Co.
The Board of Directors recommends that stockholders vote "FOR" the
nominees set forth above.
DIRECTORS' FEES
Outside Directors receive an annual retainer of $12,000, payable
quarterly, a $500 fee for each meeting of the Board of Directors, and $500 for
each committee meeting such director attended, plus expenses.
Under a stock option plan for the outside Directors of the Company in
existence since 1995, each outside Director may be granted options for 100,000
shares of the Common Stock at an option price equal to the Common Stock's market
value on the date of the grant. The options vest over a four-year period if the
Company achieves certain stock price thresholds. No options have been granted
under this plan as of December 31, 1996.
MEETINGS AND COMMITTEES
During 1996, the Board of Directors met five times. In addition, during
that period, the Board of Directors took three actions by unanimous written
consent. Each director attended at least 75% of the total number of meetings of
the Board of Directors and of all committees on which such director served
during that period.
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<PAGE> 6
The Board of Directors has an Audit Committee which is responsible for
reviewing and making recommendations regarding the Company's engagement of
independent auditors, the annual audit of the Company's financial statements and
the Company's accounting practices and policies. The current members of the
Audit Committee are Mr. Smith (Chairman), Mr. Everets and Mr. Luce. The Audit
Committee met once during 1996.
The Board of Directors has a Compensation and Employee Benefit Plans
Committee, the function of which is to make recommendations to the Board of
Directors as to the salaries and bonuses of the officers of the Company and as
to the terms and conditions of various benefit plans. The current members of the
Compensation and Employee Benefit Plans Committee are Mr. Everets (Chairman),
Mr. Smith and Mr. Harbert. Pursuant to the SPA, the Harbert Fund has the right
to designate an individual to serve on the Compensation and Employee Benefit
Plans Committee. The individual currently designated by the Harbert Fund is Mr.
Harbert. The Compensation and Employee Benefit Plans Committee did not meet
during 1996.
EXECUTIVE COMPENSATION
The following table sets forth information with respect to the Chief
Executive Officer of the Company, each of the four most highly compensated
executive officers and two former executive officers for the three years ended
December 31, 1994, 1995 and 1996.
<TABLE>
<CAPTION>
Year Ended All Other
Name and Title December 31 Salary Bonus Compensation
- -------------- ----------- ------ ----- ------------
<S> <C> <C> <C> <C>
Ronald E. Roark, (1) 1996 $300,000 $0 $0
CEO, Chairman 1995 $300,000 $200,000 $0
1994 $125,000 $ 52,300 $0
Louis J. Castelli (2) 1996 $ 83,333 $ 0 $36,000
1995 $125,000 $ 75,000 $0
1994 $ 98,750 $ 13,000 $0
Jay N. Rollins (3) 1996 $100,774 $ 93,299 $0
Executive Vice 1995 $ 90,000 $ 71,765 $0
President 1994 $ 85,000 $ 44,481 $0
Richard A. Brock (4) 1996 $ 92,700 $ 30,000 $0
Vice President, 1995 $ 93,000 $ 25,000 $0
Treasurer, Acting CFO 1994 $ 90,000 $ 27,500 $0
Craig Koenig (5) 1996 $115,000 $ 0 $0
Vice President 1995 $115,000 $ 5,000 $0
1994 $115,000 $ 5,000 $0
Tacie J. Fox(6) 1996 $125,000 $ 85,898 $0
1995 $ 95,000 $ 12,000 $0
William R. Stanley(7) 1996 $102,333 $ 0 $0
Vice President 1995 $ 95,000 $12,000 $0
</TABLE>
(1) Mr. Roark has served as Chairman and CEO of the Company since August 4,
1994 and September 13, 1994 respectively and as Acting President and
Chief Operating Officer since August 31, 1996.
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<PAGE> 7
A $500 monthly car allowance and family medical coverage premiums are
paid on his behalf by the Company.
(2) Mr. Castelli resigned as President and COO of the Company effective
August 31, 1996. He had served in those capacities since August 4, 1994
and September 13, 1994 respectively. Mr. Castelli resigned as a
director of the Company effective January 27, 1997.
(3) Mr. Rollins was elected Executive Vice President of the Company October
1, 1996. The information for Mr. Rollins prior to that date is that of
Eastern Realty Corporation, which was acquired by the Company effective
October 1, 1996. The Company and Mr. Rollins have entered into an
employment agreement effective October 1, 1996 and terminating December
31, 1998 providing for an annual salary of $125,000, additional
performance-based bonuses and warrants to purchase up to 125,000 shares
of the Common Stock at $1.00 per share. A $500 monthly car allowance
and family medical coverage premiums are paid on his behalf by the
Company.
(4) Mr. Brock has served Senior Vice President and Chief Financial Officer
since March 6, 1997. He has served as Treasurer since September 13,
1994, from which date he also served as Vice President and Acting Chief
Financial Officer.
(5) Mr. Koenig served as a Vice President of the Company from September 13,
1994 until his resignation effective February 21, 1997.
(6) Ms. Fox served as an Executive Vice President of the Company from
September 13, 1994 until September 5, 1996.
(7) Mr. Stanley was elected a Vice President of the Company effective
November 8, 1996 and Senior Vice President, effective March 6, 1997.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the common stock of the Company as of March 7, 1997 by:
(i) each person known by the Company to own beneficially more than 5% of the
shares of the Company's common stock; (ii) each current Director of the Company;
(iii) the Chief Executive Officer and each other person listed in the Summary
Compensation Table (iv) all directors and officers of the Company as a group.
Except as otherwise noted below, each of the shareholders identified in the
table has sole voting and investment power over the shares beneficially owned by
each such shareholder.
Beneficial Ownership
<TABLE>
<CAPTION>
Approximate
Number of Shares Percent
of Common Stock of Class
--------------- -----------
<S> <C> <C>
Ronald E. Roark (1)(2)(3)(4) 4,229,300 43.0%
Harbert Equity Fund I,
L.L.C. (4) 1,000,000 10.2%
Asdale Limited (5) 976,524 9.9%
The Gordon V. and Helen
C. Smith Foundation (6) 538,677 5.5%
John Everets (7) -- --
Gordon V. Smith (6)(8) 538,677 5.5%
Raymond J. Harbert (4)(9) 1,000,000 10.2%
Michael D. Luce (4)(9) 1,000,000 10.2%
</TABLE>
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<PAGE> 8
<TABLE>
<S> <C> <C>
Louis J. Castelli (2) -- --
Jay N. Rollins (1) 26,700 .3%
Richard A. Brock (1) -- --
Craig Koenig (10) 1,250 n/m
Tacie J. Fox (11) 33,000 .3%
William R. Stanley (11) 450 n/m
All directors and executive
officers as a group
(12 persons) 5,773,327 58.8%
</TABLE>
(1) Mailing address is c/o the Company, 1251 Dublin Road, Columbus, Ohio
43215.
(2) Tucker holds 4,207,500 shares of the Common Stock. Until January 27,
1997, Mr. Roark held an 80% ownership interest in Tucker and Mr.
Castelli held a 20% ownership interest. On that date, Messrs. Roark and
Castelli entered into a securities purchase agreement whereby Mr. Roark
agreed to purchase Mr. Castelli's remaining ownership interest in
Tucker for a total of $400,000: $150,000 was paid at closing; the
remainder is due in four equal annual installments of $62,500, payable
on or before September 1, 1997, 1998, 1999 and 2000, respectively.
Tucker has pledged 521,728 shares of the Common Stock to secure the
remaining obligations under this agreement.
(3) Includes (a) 4,207,500 shares held by Tucker, (b) 4,600 shares held by
his wife and (c) 17,200 shares held by Trident Air Services, Inc., of
which Mr. Roark is president.
(4) The mailing address for the Harbert Fund is c/o Harbert Management
Corporation, One Riverchase Parkway South, Birmingham, Alabama 35244.
Pursuant to the SPA, the Harbert Fund purchased one million shares of
the Common Stock, representing approximately 10.2% of the outstanding
Common Stock, for a price of $1 million and may invest up to an
additional $4 million in the Company. Pursuant to the SPA, Messrs.
Harbert and Luce have been elected to the Company's Board of Directors.
The Company and the Harbert Fund have entered into a registration
rights agreement with respect to the Common Stock acquired by the
Harbert Fund pursuant to the SPA granting the Harbert Fund up to two
demand registrations and up to three incidental registrations. The
Harbert Fund, pursuant to the SPA, has the right to nominate up to two
individuals for election as directors of the Company for a period of up
to five years. Mr. Roark, Tucker and the Harbert Fund have entered into
a voting agreement whereby, for a period of up to five years as set
forth in the SPA, Mr. Roark and Tucker agree to vote their shares of
the Common Stock for such nominees for election as a director of the
Company as the Harbert Fund is entitled to designate for nomination
pursuant to the SPA and the Harbert Fund agrees to vote all shares of
the Common Stock beneficially owned by it for the election of Mr. Roark
as a director of the Company.
Pursuant to the SPA, on or before March 17, 1998, the Harbert Fund
holds two options to acquire within sixty days up to 3,809,524 shares
of the Common Stock at $1.05 per share. If both of these options were
exercised, and if no other changes were made to the number of shares of
Common Stock outstanding, the Harbert Fund would own appoximately 35.4%
of the Common Stock, at which point the Harbert Fund may be deemed to
be in a position to exercise a controlling influence over the Company.
(5) Mailing address is 44 Lowndes Street, London SW1X 9HX, England.
(6) The mailing address for The Gordon V. and Helen C. Smith Foundation
("Smith Foundation") is c/o Miller and Smith Holding, Inc., 1568
Springhill Road, McLean, Virginia 22102.
-6-
<PAGE> 9
(7) The mailing address for Mr. Everets is c/o HPSC, Inc., 60 State Street,
35th Floor, Boston, Massachusetts 02109.
(8) Mr. Smith, as President of the Smith Foundation, may be deemed the
beneficial owner of such shares. Mr. Smith disclaims such beneficial
ownership.
(9) Messrs. Harbert and Luce, as executive officers of Harbert Management
Corporation, Manager of Harbert Fund, may be deemed the beneficial
owners of such shares. Messrs. Harbert and Luce disclaim such
beneficial ownership.
(10) The mailing address for Mr. Koenig is 600 E. Las Colinas Blvd., No.
1900, Irving, Texas 75039.
(11) The mailing address for Ms. Fox is 1703 Surrey Lane NW, Washington, DC
20007.
CERTAIN TRANSACTIONS
During 1996 and 1995, the Company performed servicing, consulting and
accounting services for various companies affiliated with Mr. Roark. The Company
generated revenues of approximately $86,000 in 1996 and $88,000 in 1995 from
these services. During 1996, the Company paid approximately $28,000 to
affiliates of Mr.
Roark for miscellaneous services.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
During 1996, all directors, officers and beneficial owners of more than
ten percent of the Common Stock timely filed all reports required by Section
16(a) of the Securities Exchange Act of 1934.
DIRECTORS AND EXECUTIVE OFFICERS
The Company currently has five directors, one of which is also an
executive officer of the Company. All directors of the Company hold office until
the next annual meeting of the stockholders and until their successors have been
duly elected and qualified.
Officers of the Company, with the exeception of Jay N. Rollins, do not
serve a term of years but serve at the pleasure of the Board of Directors.
The directors and executive officers of the Company as of March 7, 1997 are as
follows.
<TABLE>
<CAPTION>
Name Age Position with Company
- ---- --- ---------------------
<S> <C> <C>
Ronald E. Roark 46 Chairman, Chief Executive
Officer, Acting President
and Chief Operating Officer
and Director
John Everets 50 Director
Gordon V. Smith 64 Director
Raymond J. Harbert 38 Director
Michael D. Luce 44 Director
Grace Jenkins 44 Executive Vice President
Jay N. Rollins 36 Executive Vice President
Jack Koczela 42 Executive Vice President
</TABLE>
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<PAGE> 10
<TABLE>
<S> <C> <C>
Richard A. Brock 47 Senior Vice President,
Treasurer and Chief
Financial Officer
William R. Stanley 43 Senior Vice President
Dean Melchi 44 Vice President
Stephen W. Brown 46 Secretary
</TABLE>
Set forth below are the principal occupations and affiliations during the last
five years of the executive officers of the Company. Information with respect to
directors is set forth aboe under Election of Directors (Proposal One). All
information is as of March 7, 1997.
GRACE JENKINS has served as Executive Vice President of the Company since March
6, 1997. She served as a Vice President of the Company from September 13, 1994
to that date. She has been a Vice President of Crown since September, 1993.
Since November 1991, she has served Crown in various capacities related to
administration and management information systems.
JAY N. ROLLINS has served as Executive Vice President of the Company since
October 1, 1996. Mr. Rollins has served as President of Eastern Realty
Corporation since 1993. From 1989 until 1995, he was Director of Finance at NVR,
L.P.
JACK KOCZELA has served as Executive Vice President of the Company since March
6, 1997 and as Managing Director of Crown Euro since its founding in July 1996.
From November 1990 until February 1996, he served as Principal and Managing
Director, New Business Development, for JCF Partners.
RICHARD A. BROCK has served Senior Vice President and Chief Financial Officer
since March 6, 1997. He has served as Treasurer since September 13, 1994, from
which date he also served as Vice President and Acting Chief Financial Officer.
Since January, 1991, he has served as Acting Chief Financial Officer of Crown
and, since January, 1992, has been a Vice President. From 1984 to January, 1991,
Mr. Brock was corporate director of investment management for Cardinal
Industries, Inc.
WILLIAM R. STANLEY has served as Senior Vice President of the Company since
March 6, 1997. He was elected Vice President of the Company in November 1996.
Mr. Stanley serves as Managing Director of Portfolio Operations and was
responsible for establishing the Company's Atlanta office in 1991.
DEAN MELCHI has served as Vice President of the Company since March 6, 1997.
Prior to that time, he served as Director of Special Projects for the Company
from April 1995. Mr. Melchi has been a Vice President of OFSC since August 1994.
From 1992 until August 1994, he was Manager of Real Estate Properties for
Textron Financial Corporation. From 1985 until 1992, he was the Vice President
of Ward Financial.
STEPHEN W. BROWN has served as Secretary of the Company since September 13, 1994
and as Corporate Counsel since August 1996. Since March, 1992, he has served
Crown in various asset management capacities and as a legal counsel. From
December, 1990 until February, 1992, he worked for the RTC in resolving the
affairs of Mid-America Federal Savings and Loan Association.
STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Stockholders wishing to submit a proposal for action at the Company's
1998 Annual Meeting of Stockholders and desiring the proposal to be considered
for inclusion in the Company's proxy materials relating thereto must provide a
written copy of the proposal to the Secretary of the Company at its principal
executive offices not later than
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<PAGE> 11
December 15, 1997 and must otherwise comply with the rules of the Securities and
Exchange Commission relating to stockholder proposals.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche L.L.P. has served as the Company's
independent public accountants for fiscal 1996. The appointment of the Company's
independent public accountants is a matter for determination by the Board of
Directors and is not being submitted to the stockholders for approval or
ratification. A representative of Deloitte & Touche L.L.P. is expected to attend
the Annual Meeting to respond to questions from the stockholders and to make a
statement if such representative desires to do so.
OTHER MATTERS
Management is not aware of any other matters to be considered at the
Annual Meeting other than as set forth in this Proxy Statement. However, if any
other matters properly come before the Annual Meeting, it is the intention of
the persons named in the accompanying Form of Proxy in their discretion to vote
the proxies in accordance with their judgment of such matters.
April 18, 1997
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<PAGE> 12
PROXY
CROWN NORTHCORP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS - MAY 14, 1997
Ronald E. Roark, Richard A. Brock and Stephen W. Brown, or any one of
them, with full power of substitution, are hereby appointed proxies to vote all
shares (unless number if specified on the other side) of stock of Crown
NorthCorp, Inc. (the "Company") that the undersigned would be entitled to vote
at the Annual Meeting of Stockholders of the Company to be held at the Company's
corporate headquarters at 1251 Dublin Road, Columbus, Ohio on May 14, 1997 at
4:00 p.m., Columbus time, and any adjournments thereof, with all powers the
undersigned would possess if personally present, for the election of directors,
on each of the other matters described in the Proxy Statement and in their
discretion with respect to matters incident to the conduct of the meeting, and
matters as to which the Board of Directors does not know, as of a reasonable
time before the solicitation of this proxy, are to be presented at the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED FOR PROPOSAL 1.
(Continued and to be SIGNED ON Reverse Side)
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Please mark your No. 1 Election of Directors
[X] votes as in this FOR all nominees
example. listed at right WITHHOLD Nominees:
(except as marked AUTHORITY Ronald E. Roark
The Board of Directors recommends a vote FOR Proposal 1 contrary below) nominees listed at right John Everets
[ ] [ ] Gordon V. Smith
Raymond A. Harbert
Michael D. Luce
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's name on the space
provided below.)
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SIGNATURE________________________________DATE__________SIGNATURE___________________________________DATE___________
Note: Please mark and date the proxy and sign your name as it appears
hereon. If executed by a corporation, a duly authorized officer should
sign by name and title. Executors, administrators and trustees should
so indicate when signing. If shares are held jointly EACH holder
should sign the proxy.
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