<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12.
</TABLE>
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 $0.1 per share
(2) Aggregate number of securities to which transaction applies: ..........
N/A
(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
(2) Form, Schedule or Registration Statement No.: .........................
N/A
(3) Filing Party: .........................................................
N/A
(4) Date Filed: ...........................................................
N/A
================================================================================
<PAGE> 2
CROWN NORTHCORP, INC.
1251 DUBLIN ROAD
COLUMBUS, OHIO 43215
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 2000
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of Crown NorthCorp, Inc., a Delaware
corporation, will be held at the company's corporate headquarters at 1251 Dublin
Road, Columbus, Ohio 43215 on Thursday, May 25, 2000 at 2:00 P.M., Columbus
time, for the following purposes:
1. To elect three 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 10,
2000 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 21, 2000
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<PAGE> 3
PROXY STATEMENT
ANNUAL MEETING; ANNUAL REPORT
This Proxy Statement is furnished to stockholders in connection with
the solicitation by the Board of Directors of Crown NorthCorp, Inc., a Delaware
corporation, of proxies in the accompanying form for use at the Annual Meeting
of Stockholders of Crown to be held at the company's corporate headquarters at
1251 Dublin Road, Columbus, Ohio 43215 at 2:00 P.M. on May 25, 2000, and at any
adjournment thereof. This Proxy Statement and the accompanying Notice of Meeting
and Form of Proxy are being mailed to Crown's stockholders commencing on April
21, 2000. Crown's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999, which includes financial statements, is being mailed
concurrently herewith to each stockholder of record at the close of business on
April 10, 2000. Except as specifically incorporated by reference herein,
however, the Annual Report is not to be deemed a part of the proxy solicitation
material.
The principal executive offices of Crown are located at 1251 Dublin
Road, Columbus, Ohio 43215.
VOTING SECURITIES
The company has outstanding 10,579,060 shares of common stock, par
value $.01 per share, 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 10, 2000 has been fixed by the Board of Directors as the
record date for the determination of stockholders of Crown entitled to vote at
the meeting.
PRINCIPAL HOLDERS OF VOTING SECURITIES
TUCKER. Tucker Holding Company, Ltd. holds 4,207,500 shares of the
common stock, representing approximately 39.8% of the outstanding common stock.
Tucker and Ronald E. Roark, the Chairman of the company, whose business
addresses are the same as the company's, have advised Crown that (i) they
constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, (ii) that Mr. Roark beneficially 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. Item 11 of the Annual Report, as modified by this paragraph, is hereby
incorporated by reference herein.
SMITH. Gordon V. Smith, whose business address is c/o Miller and Smith
Holding, Inc., 1568 Springhill Road, McLean, Virginia 22102, holds 1,256,423
shares of the common stock. The Gordon V. and Helen C. Smith Foundation, which
has the same business address, holds 538,677 shares of the common stock. Mr.
Smith, as President of the Smith Foundation, may be deemed the beneficial owner
of such shares. Mr. Smith disclaims such beneficial ownership.
VOTING PROCEDURES
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.
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<PAGE> 4
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.
Crown will bear the expense of the solicitation of proxies. Following
the original mailing of the proxy material, solicitation of proxies may be made
by mail, telephone, telegraph, courier service, the Internet or personal
interview by certain of the regular employees of the company, who will receive
no additional compensation for their services. In addition, Crown will reimburse
brokers and other nominees for their reasonable expenses incurred in forwarding
soliciting material to beneficial owners.
ELECTION OF DIRECTORS (PROPOSAL ONE)
Crown's Restated Certificate of Incorporation and Bylaws 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 three. Each
of the directors elected at the Annual Meeting will serve until the 2001 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, Gordon V. Smith and David K. Conrad for election at
the Annual Meeting. All nominees currently are members of the Board of
Directors.
It is the intention of the persons named as proxies to vote the proxies
for the election to the Board of Directors of the three 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.
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 Crown.
RONALD E. ROARK, age 49, has served as Chairman of the Board of Directors of the
company since August 4, 1994 and as Chief Executive Officer of the Company from
September 13, 1994 to March 28, 2000. He served as Acting President and Chief
Operating Officer from August 31, 1996 to April 21, 1997. Since 1995 he has
served as President of Royal Investments Corp. and, since 1979, he has been
President of Brookville Associates, Inc.
GORDON V. SMITH, age 67, has served as a director of Crown 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. Mr. Smith has served as a director
of Bank Plus since 1996 and as its Chairman since 1998.
-3-
<PAGE> 5
DAVID K. CONRAD, age 44, has served as a director of Crown since January 5,
2000. Mr. Conrad is a partner in the law firm of Bricker & Eckler LLP and has
been affiliated with that firm since 1980. The firm provides legal services to
the company.
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. Crown makes
retainer and attendance payments to directors quarterly in the form of common
stock based on the closing price of the common stock on the last trading day of
a quarter.
Under a stock option plan for the outside directors of Crown 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
Crown achieves certain stock price thresholds. No options have been granted
under this plan as of December 31, 1999.
MEETINGS AND COMMITTEES
During 1999, the Board of Directors met 21 times. In addition, during
that period, the Board of Directors took one action 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.
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 Crown's financial statements and the
company's accounting practices and policies. The current members of the Audit
Committee are Mr. Conrad (Chairman) and Mr. Smith. The Audit Committee met once
during 1999.
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. Smith (Chairman) and
Mr. Conrad. The Compensation and Employee Benefit Plans Committee met once
during 1999.
EXECUTIVE COMPENSATION
The following table sets forth information for the year ended December 31, 1999
with respect to the Chief Executive Officer, each of the four most highly
compensated executive officers other than the Chief Executive Officer and
certain other individuals.
<TABLE>
<CAPTION>
YEAR ENDED ALL OTHER
NAME DECEMBER 31 SALARY BONUS COMPENSATION
---- ----------- ------ ----- ------------
<S> <C> <C> <C> <C>
Ronald E. Roark, 1999 $300,000 $0 $10,000
Chairman and 1998 $300,000 $0 $10,000
CEO (1) 1997 $300,000 $0 $10,000
</TABLE>
-4-
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C>
Grace Jenkins, 1999 $113,716 $25,000 $10,000
Executive Vice President 1998 $103,716 $0 $10,000
(2) 1997 $98,905 $0 $10,000
Richard A. Brock, Senior 1999 $111,573 $20,000 $10,000
Vice President 1998 $104,930 $0 $10,000
1997 $105,452 $0 $10,000
Ray L. Druseikis, 1999 $99,144 $0 $6,950
Treasurer, Controller 1998 $89,311 $0 $5,400
and Chief Financial 1997 $80,059 $0 $0
Officer (3)
Stephen W. Brown, 1999 $70,568 $0 $2,933
Secretary and Corporate 1998 $67,368 $0 $2,800
Counsel 1997 $65,040 $0 $2,710
Harold E. Cooke, 1999 $750,843 $0 $10,000
President and 1998 $227,400 $150,000 $10,000
COO (4) 1997 $196,324 $0 $10,000
John S. Koczela, 1999 $152,949 $75,000 $7,916
Executive Vice 1998 $184,807 $20,000 $61,701
President (5) 1997 $125,000 $30,000 $44,411
</TABLE>
(1) Mr. Roark has served as Chairman of the company since August 4, 1994
served as its CEO from September 13, 1994 through March 28, 2000. The
company pays family medical coverage premiums, an automobile allowance
and disability insurance premiums on his behalf. Royal is funding
Crown's salary and benefits expenses for Mr. Roark. See "Item 12 -
Certain Relationships and Related Transactions ." Mr. Roark's annual
salary was reduced to $200,000, commencing January 1, 2000.
(2) Ms Jenkins has served as Executive Vice President of Crown since March
6, 1997. The company and Ms. Jenkins have entered into an agreement
effective January 1, 1999 providing for a performance-based bonus,
warrants to purchase up to 75,000 shares of common stock at prices
ranging from $1.3125 to $2.00 per share and for continued salary
payments for up to one year in the event of a change of control of
Crown.
(3) Mr. Druseikis served as Treasurer, Controller and Chief Financial
Officer of Crown until his resignation February 11, 2000.
(4) Mr. Cooke served as President and COO of the company from April 22,
1997 until December 22, 1999. The figure for 1999 includes a payment of
$450,000 from the company to Mr. Cooke in settlement of his employment
contract.
(5) Mr. Koczela served as Executive Vice President of Crown from March 6,
1997 to September 3, 1999, administering the company's European
operations. Mr. Koczela holds warrants to purchase 25,000 shares of
common stock at $1.4375 per share.
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<PAGE> 7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth security ownership information regarding the
common stock as of March 28, 2000 by: (i) each person known by the company to
own beneficially more than 5% of the shares of the common stock; (ii) each
director of the company; (iii) each of the executive officers of the company
named in Item 10 above and (iv) all directors and executive 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. Also, unless otherwise indicated,
the address of each beneficial owner is in care of the company, 1251 Dublin
Road, Columbus, Ohio 43215.
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES APPROXIMATE
OF COMMON STOCK PERCENT OF CLASS
--------------- ----------------
<S> <C> <C>
Ronald E. Roark (1)(2) 4,629,300 43.4%
Tucker Holding Company, Ltd. (2) 4,207,500 39.4%
Asdale Limited (3) 976,924 9.1%
The Gordon V. and Helen C. Smith Foundation (4) 1,795,100 16.8%
Gordon V. Smith (4) 1,795,100 16.8%
David K. Conrad (5) 500 (9)
Grace Jenkins (6) 55,000 (9)
Richard A. Brock (7) 25,000 (9)
Stephen W. Brown (8) 10,000 (9)
James F. Russell II ----- -----
Kevin C. Donahue ----- -----
Sam Stern ----- -----
All directors and executive officers as a group 6,514,900 61%
(9 persons)
</TABLE>
(1) Includes (a) 4,207,500 shares held by Tucker Holding Company, Ltd., of
which Mr. Roark is the managing member, (b) 400,000 shares held by
Royal, of which Mr. Roark is president, as trustee and (c) 4,600 shares
held by his wife and (d) 17,200 shares held by Trident Air Services,
Inc., of which Mr. Roark is president.
(2) Tucker holds 4,207,500 shares of common stock. Until January 27, 1997,
Mr. Roark held an 80% ownership interest in Tucker and Louis J.
Castelli, formerly the President and Chief Operating Officer of the
company, 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. The remaining balance of $62,500 is due
on or before September 1, 2000. Tucker has pledged 130,432 shares of
common stock to secure the remaining obligations under this agreement.
(3) The mailing address for Asdale Limited is 44 Lowndes Street, London
SW1X 9HX, England.
(4) The mailing address for The Gordon V. and Helen C. Smith Foundation and
Mr. Smith is c/o Miller and Smith Holding, Inc., 1568 Springhill Road,
McLean, Virginia 22102. Mr. Smith holds 1,256,423 shares of common
stock. The Smith Foundation holds 538,677 shares of common stock. Mr.
Smith, as President of the Smith Foundation, may be deemed the
beneficial owner of such shares. Mr. Smith disclaims such beneficial
ownership.
(5) The mailing address for Mr. Conrad is c/o Bricker & Eckler LLP, 100
South Third Street, Columbus, Ohio 43215.
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<PAGE> 8
(6) Represents warrants to acquire 10,000 shares of common stock at $.63
per share, 20,000 shares of common stock at $2.00 per share and 25,000
shares at $1.3125 per share.
(7) Represents warrants to acquire 25,000 shares of common stock at $.63
per share.
(8) Represents warrants to acquire 10,000 shares of common stock at $.63
per share.
(9) Less than 1%.
CERTAIN TRANSACTIONS
In conjunction with entering into an asset management agreement with Telereit
Holding AB for a portfolio of assets in Sweden and placing the transaction,
Crown in 1998 made an equity investment in Telereit Holding through HMR Sweden,
L.L.C., an affiliate of a former director-shareholder. HMR Sweden, in turn,
invested in Telereit Holding. In August 1999, HMR Sweden transferred to Crown,
in complete redemption of Crown's interests in HMR, those shares and owner's
debt representing Crown's equity investment in Telereit Holding. As part of its
disposition of European operations, Crown sold those shares and owner's debt to
Catella Holding AB for $3,470,000 cash. From the proceeds of sale, the company
repaid MarRay Investments, LLC, another affiliate of that former
director-shareholder, $979,754 in satisfaction of indebtedness the company
incurred in conjunction with its investment in Telereit. The company also paid
the former director-shareholder from the proceeds the sum of $726,000 in
satisfaction of the company's obligations to it under a certain payment of fees
agreement entered into between the former director-shareholder and Crown in
consideration of HMC's investment in Telereit and the loan from MarRay.
Also in conjunction with the sale of European operations, Crown entered into an
agreement with Royal Investments Corp., a company wholly owned by Mr. Roark.
Pursuant to this agreement, Royal acquired for no consideration Crown's European
operations that remained after the sale to Telereit, which consisted primarily
of non-operating companies. Royal funds Crown's salary and benefit expenses for
Mr. Roark.
In December 1999, Crown redeemed its Series AA Convertible Preferred Stock with
a payment of $3.3 million cash and delivery of a $200,000 promissory note. Mr.
Smith has guaranteed Crown's obligations under this note.
The company conducts some of its operations through joint ventures and
partnerships and provides certain services to those entities.
COMPLIANCE WITH SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
During 1999, 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 three directors. 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.
James F. Russell II, Kevin C. Donahue and Sam Stern have entered into employment
contracts with the company for five-year terms beginning January 1, 2000. All
other officers of Crown do not serve a term of years but serve at the pleasure
of the Board of Directors. In addition, Crown has entered into an agreement with
Grace Jenkins
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<PAGE> 9
calling for payments under certain circumstances in the event of a change of
control of the company.
The directors and executive officers of the company as of March 28, 2000 are as
follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
- ---- --- ---------------------
<S> <C> <C>
Ronald E. Roark 49 Chairman and Director
James F. Russell II 51 President and Chief Executive Officer
Kevin C. Donahue 42 Executive Vice President and Chief Operating Officer
Sam Stern 47 Executive Vice President, Treasurer and Chief
Financial Officer
Gordon V. Smith 67 Director
David K. Conrad 44 Director
Grace Jenkins 47 Executive Vice President
Richard A. Brock 50 Senior Vice President
Stephen W. Brown 49 Secretary
</TABLE>
Set forth below are the principal occupations and affiliations during at least
the last five years of the directors and executive officers. All information is
as of March 28, 2000.
RONALD E. ROARK has served as Chairman of the Board of Directors of the company
since August 4, 1994 and as Chief Executive Officer of the company from
September 13, 1994 to March 28, 2000. He served as Acting President and Chief
Operating Officer from August 31, 1996 to April 21, 1997. Since 1995 he has
served as President of Royal and, since 1979, has been President of Brookville
Associates, Inc.
JAMES F. RUSSELL II was appointed the company's President and Chief Executive
Officer on March 28, 2000. He served as President and Chief Executive Officer of
DRS Realty Services, Inc. beginning in March 1999. From 1995 through 1998, Mr.
Russell was Group Vice President of WMFG National Commercial Lending Division.
From 1991 to 1995, he was a Tax Principal in the Real Estate Services Group of
Arthur Andersen LLP.
KEVIN C. DONAHUE was appointed the company's Executive Vice President and Chief
Operating Officer effective March 28, 2000. He served as Executive Vice
President and Chief Operating Officer of DRS beginning in March 1999. From 1996
through 1998, Mr. Donahue served as Director of New Business Development for
J.E. Robert Companies. From 1994 to 1996, he served as Crown's Director of
Acquisitions and Due Diligence.
SAM STERN was appointed the company's Executive Vice President, Treasurer and
Chief Financial Officer effective March 28, 2000. He served in similar
capacities with DRS beginning in March 1999. From 1995 to 1998, Mr. Stern served
as a Portfolio Manager for J.E. Robert Companies. In 1993 and 1994, he was a
Senior Asset Manager with Ameribanc Savings Bank FSB.
GORDON V. SMITH has served as a director of Crown 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. Mr. Smith has served as a director of Bank
Plus since 1996 and as its Chairman since 1998.
DAVID K. CONRAD has served as a director of Crown since January 5, 2000. Mr.
Conrad is a partner in the law firm of Bricker & Eckler LLP and has been
affiliated with that firm since 1980. The firm provides legal services to the
company.
GRACE JENKINS has served as Executive Vice President of Crown since March 6,
1997. She served as a Vice President of the company from September 13, 1994 to
that date. Since November 1991, she has served Crown in
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<PAGE> 10
various capacities related to administration and management information systems.
RICHARD A. BROCK has served as Senior Vice President of Crown since March 6,
1997. He was Chief Financial Officer from that date to September 1, 1999. He
also served as Treasurer from September 13, 1994 to September 1, 1999. He has
served Crown in various financial and asset management capacities since 1991.
STEPHEN W. BROWN has served as Secretary of Crown 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.
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<PAGE> 11
STOCKHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING
Stockholders wishing to submit a proposal for action at the company's
2001 Annual Meeting of Stockholders and desiring the proposal to be considered
for inclusion in Crown'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 December 15, 2000 and must otherwise comply with the
rules of the SEC relating to stockholder proposals.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Deloitte & Touche LLP has served as Crown's independent
public accountants for fiscal 1999. 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 LLP 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 21, 2000
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<PAGE> 12
PROXY
CROWN NORTHCORP, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS-MAY 25, 2000
Ronald E. Roark and Stephen W. Brown, or either 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 25, 2000 at 2:00 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)
Crown NorthCorp, Inc.
c/o Corporate Trust Services
Mail Drop 10AT66-4129
38 Fountain Square Plaza
Cincinnati, OH 45263
The Board of Directors recommends a vote FOR Proposal 1.
Proposal No. 1-Election of Directors
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) for all nominees listed below.
[ ] [ ]
Nominees: Ronald E. Roark, Gordon V. Smith and David K. Conrad
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
Date:
Signature:
Signature:
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
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<PAGE> 13
by name and title. Executors, administrators and trustees should so indicate
when signing. If shares are held jointly, EACH holder should sign.
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