<PAGE>
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
/ / 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 Section 240.14a-11(c) or Section
240.14a-12
EAGLE FINANCE CORP. (SEC File No. 0-24286)
- -------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
333 W. WACKER DRIVE, SUITE 2700, CHICAGO, ILLINOIS 60606
(312) 984-3100
- -------------------------------------------------------------------------------
(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:
-----------------------------------------------------------------------
(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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
April 18, 1997
Dear Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of Eagle Finance Corp. to be held at the Holiday Inn, 6161 West Grand Avenue,
Gurnee, Illinois on Tuesday, May 20, 1997, at 10:00 a.m.
As more fully described in the attached Notice of Annual Meeting of
Stockholders and the accompanying Proxy Statement, the principal business to be
addressed at the meeting is (i) the election of directors, and (ii) the
ratification of the appointment of KPMG Peat Marwick LLP as Eagle's independent
auditors for the fiscal year ended December 31, 1997. In addition, we will
review with you the financial performance of the Company during the past fiscal
year.
Your participation at the Annual Meeting is very important, regardless of
the number of shares you hold. Whether or not you contemplate attending the
Annual Meeting, we would appreciate your dating, signing and mailing the
enclosed proxy card as promptly as possible in the accompanying envelope. If
you attend the meeting, you may revoke your proxy and vote your shares in
person.
We look forward with pleasure to seeing and visiting with you at the
meeting.
Sincerely,
CHARLES F. WONDERLIC
CHAIRMAN AND CHIEF
EXECUTIVE OFFICER
<PAGE>
EAGLE FINANCE CORP.
1425 TRI-STATE PARKWAY, SUITE 140
GURNEE, ILLINOIS 60031
(847) 855-7150
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 1997
To the Stockholders of Eagle Finance Corp.:
The Annual Meeting of Stockholders of Eagle Finance Corp. (the "Company")
will be held at the Holiday Inn, 6161 West Grand Avenue, Gurnee, Illinois
60031, on Tuesday, May 20, 1997, at 10:00 a.m., for the following purposes:
1. To elect two class Three directors to serve for a term of three years;
2. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors of the Company for the year ending December 31, 1997; and
3. To act upon such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record on the books of the Company at the close of business
on April 1, 1997, will be entitled to vote at the meeting. STOCKHOLDERS ARE
REQUESTED TO DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
ENVELOPE, WHETHER OR NOT THEY PLAN TO ATTEND THE MEETING. Stockholders giving
proxies retain the right to revoke them at any time before they are voted by
written notice of revocation to the Secretary of the Company, and stockholders
present at the meeting may revoke their proxies and vote in person.
For further information concerning the individuals nominated as directors,
the proposed amendment to the Plan, use of the proxy, and other related matters,
you are respectfully urged to read the Proxy Statement on the following pages.
Enclosed is a copy of the Company's 1996 Annual Report to Stockholders.
By Order of the Board of Directors,
WINIFRED L. CLONTS
SECRETARY
Gurnee, Illinois
April 18, 1997
<PAGE>
EAGLE FINANCE CORP.
1425 TRI-STATE PARKWAY, SUITE 140
GURNEE, ILLINOIS 60031
(847) 855-7150
PROXY STATEMENT
This Proxy Statement is furnished to stockholders of record on April 1,
1997 of Eagle Finance Corp. (the "Company") in connection with the solicitation
on behalf of the Board of Directors of proxies to be used at the 1997 Annual
Meeting of Stockholders, or any adjournment thereof. The meeting will be held
at the Holiday Inn, 6161 West Grand Avenue, Gurnee, Illinois 60031, on Tuesday,
May 20, 1997, at 10:00 a.m.
The Board of Directors would like to have all stockholders represented at
the meeting. Whether or not you plan to attend, please complete, sign and date
the enclosed proxy card and return it in the accompanying return envelope as
promptly as possible. Stockholders giving proxies retain the right to revoke
them at any time before they are voted by sending written notice of revocation
to the Secretary of the Company. Additionally, stockholders present at the
meeting may revoke their proxy and vote in person. A proxy, when properly
executed and not so revoked, will be voted in accordance therewith. A majority
of the shares of the Common Stock, present in person or represented by proxy,
shall constitute a quorum for purposes of the meeting. Abstentions and broker
non-votes will be counted for purposes of determining a quorum.
Stockholders of record on the books of the Company at the close of business
on April 1, 1997 will be entitled to vote at the meeting. As of April 1, 1997,
the Company had outstanding 4,189,100 shares of common stock, par value of $0.01
per share (the "Common Stock"), with each share entitling its owner to one vote
on each matter submitted to a vote at the Annual Meeting of Stockholders. In
all matters other than the election of directors, the affirmative vote of the
majority of shares present in person or represented by proxy at the meeting and
entitled to vote on the subject matter shall be required to constitute
stockholder approval. Directors shall be elected by a plurality of the votes
present in person or represented by proxy at the meeting and entitled to vote.
Abstentions will be treated as votes against a proposal and broker non-votes
will have no effect on the vote.
The cost of soliciting proxies will be borne by the Company. In addition
to use of the mails, proxies may be solicited personally or by telephone,
courier or facsimile transmission by officers, directors and certain employees
of the Company who will not be specially compensated for such solicitation.
This Proxy Statement and the accompanying proxy card were mailed or given to
stockholders commencing on or about April 18, 1997.
<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting of the Stockholders to be held on May 20, 1997, the
stockholders will be entitled to elect two Class Three directors for a term
expiring in 2000. The directors of the Company are divided into three classes
having staggered terms of three years. Charles F. Wonderlic, nominee for
election as Class Three director is an incumbent director. Robert L. Jooss, the
other nominee for election as Class Three director, has been nominated to
replace Anne Hamblin Schiave, who declined to stand for re-election. The
Company has no knowledge that any of the nominees will refuse or be unable to
serve, but if any nominee becomes unavailable for election, your proxy grants
the holders of the proxy the right to substitute another person of their choice
as a nominee when voting at the Annual Meeting.
Set forth below is information concerning the nominees for election and for
the other persons whose terms of office will continue after the meeting. Each
of the two nominees, if elected at the Annual Meeting of Stockholders, will
serve as a Class Three director for a scheduled three-year term expiring in
2000.
NOMINEES
<TABLE>
<CAPTION>
<S> <C> <C>
NAME (AGE) PRESENT POSITION WITH THE COMPANY YEAR ELECTED
TO THE BOARD
CLASS THREE
(TERM EXPIRES 2000)
Charles F. Wonderlic (58) Chairman, Chief Executive Officer and Director 1962
Robert L. Jooss (57) Nominee for Director --
CONTINUING DIRECTORS
CLASS ONE
(TERM EXPIRES 1998)
Richard E. Wonderlic (31) Executive Vice President and Director 1994
E. Bruce Fredrikson (59) Director 1997(1)
CLASS TWO
(TERM EXPIRES 1999)
Ronald B. Clonts (64) Vice Chairman and Director 1994
Robert H. Arnold (53) Director 1994
Walter J. O'Brien (62) Director 1994
</TABLE>
__________________
(1) Edward J. Noha resigned from the Board of Directors effective
February 3, 1997. E. Bruce Fredrikson was appointed by the Board of
Directors on March 4, 1997 to fill the vacancy created by Mr. Noha's
resignation.
2
<PAGE>
All of the Company's directors intend to hold office for the terms
indicated, or until their successors are duly elected and qualified. There are
no arrangements or understandings between any of the directors and any other
person pursuant to which any of the directors have been selected for their
respective positions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF CHARLES F. WONDERLIC AND ROBERT L. JOOSS AS CLASS THREE DIRECTORS OF
THE COMPANY.
DIRECTOR BIOGRAPHICAL DATA
The principal occupation of each director, other directorships, his
employment history and other relevant information are set forth below.
NOMINEES
CHARLES F. WONDERLIC has been the Chief Executive Officer of the Company
since 1980 and Chairman since 1984. He has served the Company in various
capacities since 1962, including as President, Chief Financial Officer, Vice
President and Treasurer. He was named a Director in 1962. Prior to joining the
Company, he was employed by General Finance Loan Company. Mr. Wonderlic
currently is a member of the Executive Committee of the American Financial
Services Association and Chairman of its Auto Finance Division. Mr. Wonderlic
received his M.B.A. degree from Northwestern University, Evanston, Illinois.
ROBERT L. JOOSS became a physician in 1967, and served in the United States
Navy for six years as a general medical officer and anesthesiologist. Following
his honorable discharge as a Lieutenant Commander in 1974, he became a partner
in Suburban Anesthesiologists, SC of LaGrange, Illinois. Dr. Jooss is a member
of several professional medical societies, including the American Medial
Association, American Society of Anesthesiologists and the Illinois Medical
Society. Throughout his career he has been active in several civic and
professional organizations, including service on the Audit Committee for
LaGrange Memorial Hospital. Mr. Jooss received his M.D. degree from the
University of Wisconsin, Madison, Wisconsin.
CONTINUING DIRECTORS
RONALD B. CLONTS was named Vice Chairman of the Company in July 1996 and
has served in various capacities since 1962, including as President (from 1994-
1996), Executive Vice President and Vice President. He has been a Director of
the Company since 1994. He was previously employed by General Finance Loan
Company. Mr. Clonts received his degree from Northwestern University, Evanston,
Illinois. Mr. Clonts is the brother-in-law of Charles F. Wonderlic.
ROBERT H. ARNOLD was named as a Director of the Company in 1994. Mr.
Arnold is President of R.H. Arnold & Co., Inc. ("Arnold & Co."), a New York
investment banking firm he founded in 1989, and the brother-in-law of Charles F.
Wonderlic. Arnold & Co. specializes in providing financial advisory services on
corporate mergers, acquisitions, divestitures and restructurings, and in
assisting emerging and medium-sized companies in the private placement of equity
and debt securities. Prior to forming Arnold & Co., Mr. Arnold was Executive
Vice President of Cambrian Capital Corporation, an investment banking firm he
co-founded in 1987. Before establishing Cambrian Capital, Mr. Arnold held
various positions at Merrill Lynch & Co. in its Capital Markets Group, in
both the investment banking and the institutional sales areas, and at
the senior corporate level, including Treasurer of Merrill Lynch & Co.
Mr. Arnold received his B.S., M.S. and Ph.D. degrees from Northwestern
University, Evanston, Illinois,
3
<PAGE>
with majors in finance and accounting. Mr. Arnold serves as a
director of Boca Raton Capital Corporation.
WALTER J. O'BRIEN was named a Director of the Company in 1994. Mr. O'Brien
has been President of the National Advertising Review Council, Inc., an
organization established for the voluntary self regulation of national
advertising since 1995. He previously served (1994-1995) as Chief Operating
Officer of OO Management Partners, Inc., a management consulting firm focused on
brand development. Previously he served as Executive Client Service Director for
Ogilvy & Mather Advertising (1992-1994) and has held executive positions
involving advertising management and strategic consulting with The Promotion
Network, Inc. (1990-1991), Hill Holiday Advertising (1988-1989) and O'Reilly
O'Brien Clow/RSCG (1987-1988). Prior to that, he served as Vice Chairman of the
Board of Directors of J. Walter Thompson, where he was a member of the Worldwide
Operating Committee following service as President and Chief Operating Officer
of J. Walter Thompson/USA. Mr. O'Brien is a graduate of Marquette University,
Milwaukee, Wisconsin.
RICHARD E. WONDERLIC formally joined the Company in May 1988 following
graduation from the University of Iowa, Iowa City, Iowa, and was named as a
Director of the Company in 1994. The son of Charles F. Wonderlic, he became the
Executive Vice President of the Company in April 1994. Mr. Wonderlic supervises
the Company's operations serviced from its Gurnee, Illinois location.
Mr. Wonderlic has served in various Company locations as Assistant Supervisor,
Manager and Vice President and was instrumental in the development of the
Company's automobile finance program.
E. BRUCE FREDRIKSON was appointed as a Director of the Company on March 4,
1997. Dr. Fredrikson is a Professor of Finance at the Syracuse University
School of Management. He has taught finance at Syracuse University since 1966
and has served as chairman of the school's finance department. Dr. Fredrikson
earned an A.B. degree in economics from Princeton University, Princeton, New
Jersey, and MBA and Ph.D. degrees from Columbia University, New York, New York.
He is an independent general partner of both Fiduciary Capital Partners, L.P.
and Fiduciary Capital Pension Partners, L.P. He is a director of Innodata
Corporation, a global electronic publishing services company, and of Track Data
Corp., a provider of real-time financial market data and analytic services.
BOARD COMMITTEES AND MEETINGS
The Board of Directors of the Company has established an Executive
Committee. The members of the Executive Committee are Charles F. Wonderlic and
Anne Hamblin Schiave. Immediately following the 1997 Annual Meeting of
Stockholders, the Board of Directors is expected to elect another director to
replace Ms. Schiave on the Executive Committee. The Executive Committee did not
meet in 1996 as all actions were taken at Board meetings. The Executive
Committee is authorized, except as otherwise set forth in the authorizing Board
resolutions, to exercise all of the authority of the Board of Directors that may
be delegated to a committee of the Board under the General Corporation Law of
the State of Delaware (the "DGCL"). Pursuant to the DGCL, committees of a board
of directors are denied the authority to authorize dividends and other
distributions (unless the Board of Directors expressly provides otherwise), to
amend, adopt or repeal charter or bylaw provisions, to adopt an agreement of
merger or consolidation or to recommend to stockholders (i) the sale, lease or
exchange of all or substantially all of the corporation's assets or (ii) a
dissolution of the corporation. The term "all or substantially all of the
corporation's assets" has not been interpreted under Sections 141(c) and 271 of
the DGCL to represent a specific quantitative test. As a consequence, there can
be no assurance as to how a court would interpret the phrase under Delaware law.
The purpose of the Executive Committee is to facilitate management decisions
between regular Board meetings that would otherwise require action by the full
Board.
4
<PAGE>
The Board of Directors also has established a Compensation Committee. The
members of the Compensation Committee are Walter J. O'Brien and Anne Hamblin
Schiave. Immediately following the 1997 Annual Meeting of Stockholders, the
Board of Directors is expected to elect another director to replace Ms. Schiave
on the Compensation Committee. The Compensation Committee met once in 1996. The
Compensation Committee is responsible, to the extent provided in the authorizing
Board resolutions or in the Company's bylaws, for establishing the compensation,
benefits and perquisites for the executive officers, directors and other
employees of the Company. The members of the Compensation Committee also
administer the Eagle Finance Corp. 1994 Stock Incentive Plan (the "Stock
Incentive Plan") and the 1996 Director Stock Incentive Plan (the "1996 Director
Plan")
The Board of Directors also has established an Audit Committee. The
members of the Audit Committee are Robert H. Arnold and Anne Hamblin Schiave.
Immediately following the 1997 Annual Meeting of Stockholders, the Board of
Directors is expected to elect someone to replace Ms. Schiave on the Audit
Committee. The Audit Committee met twice in 1996. The Audit Committee is
responsible, to the extent provided in the authorizing Board resolutions or in
the Company's bylaws, for retaining the independent auditor for the Company and
for reviewing with such auditor the Company's financial statements, audit
reports, internal financial controls and internal audit procedures, and for
making recommendations with respect to those matters to the Board of Directors.
The Board of Directors of the Company held six meetings during 1996.
During their terms of office in 1996, all of the directors attended at least 75%
of the Board of Directors meetings and meetings for committees on which they
served.
COMPENSATION OF DIRECTORS
The Company has paid its non-employee directors an annual fee in the form
of an award of options to purchase 5,000 shares of Common Stock under the Stock
Incentive Plan. Subject to certain conditions, the awards vest over a three-
year period or upon termination of service as a director. Employee directors do
not receive any compensation for services performed in their capacity as
directors. The Company reimburses each director for out-of-pocket expenses
incurred in attending meetings of the Board of Directors and any of its
committees. Immediately following the 1997 Annual Meeting of Stockholders, the
Board of Directors is expected to modify the compensation of non-employee
directors such that non-employee directors will receive an annual award of
options to purchase 2,500 shares of Common Stock plus $1,000 per board or
committee meeting attended.
EXECUTIVE OFFICERS
The executive officers of the Company and their ages and positions are as
follows:
NAME AGE POSITION WITH THE COMPANY
Charles F. Wonderlic 58 Chairman, Chief Executive Officer
and Director
Ronald B. Clonts 64 Vice Chairman and Director
Robert J. Braasch 50 President and Chief Financial Officer
Samuel M. Keith 50 Chief Operating Officer
Richard E. Wonderlic 31 Executive Vice President and Director
5
<PAGE>
ROBERT J. BRAASCH was named President of the Company in July 1996. He
joined the Company in January 1994 as Chief Financial Officer and Treasurer and
was also named Senior Vice President in April 1994. Prior to joining the
Company, Mr. Braasch spent seven years with USA Financial Services, Inc. as
Chief Financial Officer and subsequently Chief Executive Officer. Mr. Braasch
spent his previous 12 years in various positions with Household Finance
Corporation including six years as Treasurer. Mr. Braasch graduated from DePaul
University, Chicago, Illinois.
SAMUEL M. KEITH joined the company in September 1996 as Chief Operating
Officer. Prior to joining the Company, Mr. Keith spent 24 years with General
Electric Capital Corporation. Mr. Keith held management positions in the sales
and marketing, credit administration, customer service, operations and
collections functions. Mr. Keith graduated from the University of Mississippi,
Oxford, Mississippi.
Biographies for Messrs. Charles F. Wonderlic, Ronald B. Clonts and Richard
E. Wonderlic are located above under "Director Biographical Data."
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock at April 1, 1997 by each
person known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, by each director or nominee, by each executive officer
named in the Summary Compensation Table, and by all directors and executive
officers of the Company as a group.
BENEFICIAL OWNER SHARES BENEFICIALLY PERCENT
OWNED(1)(2) OF CLASS(3)
- -------------------------------------------------------------------------
Charles F. Wonderlic(4) 911,250 21.615%
2029 E. Lake Shore Drive
Twin Lakes, WI 53181
Ronald B. Clonts(5) 694,582 16.602%
2014 West Burr Oak Drive
Glenview, IL 60025
Charles F. Wonderlic, Jr.(6) 329,041 7.845%
34241 Horse Shoe Lane
Gurnee, IL 60031
Richard E. Wonderlic(7) 326,374 7.771%
4750 North Kingsway
Gurnee, IL 60031
Robert J. Braasch(8) 30,800 *
Robert H. Arnold(10) 12,750 *
Anne Hamblin Schiave 26,000 *
Walter J. O'Brien(11) 11,850 *
Robert L. Jooss 1,000 *
Samuel M. Keith - *
6
<PAGE>
BENEFICIAL OWNER SHARES BENEFICIALLY PERCENT
OWNED(1)(2) OF CLASS(3)
- -------------------------------------------------------------------------
E. Bruce Fredrikson - *
All directors and executive officers 2,013,606 46.666%
as a group (nine persons)(12)
______________________
* Less than 1%
(1) The nature of beneficial ownership for shares shown in this column is sole
voting and investment power, except as set forth in the footnotes below.
Inclusion of shares shall not constitute an admission of beneficial
ownership or voting and investment power over such shares.
(2) Includes shares held directly and shares which beneficial owners may
acquire on or before May 31, 1997 pursuant to the exercise of stock
options; as well as shares held in retirement accounts (such as the
Company's 401(k) Plan, as defined below), in a fiduciary capacity or by
certain family members.
(3) Based upon 4,189,100 shares outstanding plus, with respect to each
beneficial owner, the shares which such beneficial owner has the right to
acquire on or before May 31, 1997 pursuant to the exercise of stock
options.
(4) Includes 265,417 shares held of record by The Charles F. Wonderlic
Declaration of Trust dated May 10, 1991, 100,000 shares held in the
Company's 401(k) Plan and 519,167 shares held of record by The Mary Lyn
Wonderlic Declaration of Trust dated May 10, 1991. Mr. Wonderlic disclaims
beneficial interest in shares held by The Mary Lyn Wonderlic Declaration of
Trust dated May 10, 1991. Mary Lyn Wonderlic is the wife of Charles
F. Wonderlic.
(5) All such shares are held of record by The Ronald and Sally Clonts Trust
dated June 4, 1994, with respect to which shares Ronald B. Clonts, as Co-
Trustee, shares voting and investment power with his wife and Co-Trustee,
Sally Clonts.
(6) Includes 307,708 shares held of record by The Charles F. Wonderlic, Jr.
Declaration of Trust dated May 10, 1991, 13,000 shares held in the
Company's 401(k) Plan and 3,000 shares held as custodian for his children.
Mr. Wonderlic disclaims beneficial interest in shares held as custodian for
his children.
(7) Includes 307,708 shares held of record by The Richard E. Wonderlic
Declaration of Trust dated May 10, 1991, 6,000 shares held through the
Company's 401(k) Plan and 2,000 shares held as custodian for his son.
Mr. Wonderlic disclaims beneficial interest in shares held as custodian
for his son.
(8) Includes 9,100 shares held of record by Mr. Braasch's IRA, and 1,500 shares
held jointly with Mr. Braasch's wife, of which Mr. Braasch has shared
voting and investment power. Also includes 100 shares held as custodian
for his son and 100 shares held by Mr. Braasch's wife. Mr. Braasch
disclaims beneficial interest in shares held as custodian for his son and
by his wife.
(10) Includes 1,000 shares held of record by Robert H. Arnold's wife.
Mr. Arnold disclaims beneficial interest in such shares.
7
<PAGE>
(11) Includes 100 shares held of record by Walter J. O'Brien's wife. Walter J.
O'Brien disclaims beneficial interest in such shares.
(12) Includes 125,832 shares which may be acquired on or before May 31, 1997
pursuant to the exercise of stock options. Excludes shares held by Robert
L. Jooss.
Section 16(a) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), requires that the Company's executive officers and directors
and persons who own more than 10% of the outstanding Common Stock file reports
of ownership and changes in ownership with the Securities and Exchange
Commission and with any exchange on which the Company's shares of Common Stock
are traded. Such persons are also required to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on the Company's review of
the copies of such forms furnished to the Company, the Company is not aware that
any of its directors and executive officers or 10% stockholders failed to comply
with the filing requirements of Section 16(a) during 1996.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid
or granted to the Company's Chairman and Chief Executive Officer and to each of
the other executive officers of the Company during 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------------------
LONG TERM COM-
A N N U A L C O M P E N S A T I O N PENSATION AWARDS
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
(A) (B) (C) (D) (E) (F) (G)
SECURITIES ALL OTHER
NAME AND OTHER ANNUAL UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) OPTIONS(#) ($)
- --------------------------------------------------------------------------------------------------------------------------------
Charles F. Wonderlic, 1996 $161,830 --- $4,500 40,000 ---
Chairman and Chief 1995 $154,214 --- $5,250 40,000 ---
Executive Officer 1994 $86,299(2) $27,057 $7,500 40,000 ---
- --------------------------------------------------------------------------------------------------------------------------------
Ronald B. Clonts, Vice 1996 $134,860 --- $4,046 30,000 ---
Chairman 1995 $128,512 --- $6,369 30,000 ---
1994 $70,759(3) $16,234 $7,036 30,000 ---
- --------------------------------------------------------------------------------------------------------------------------------
Robert J. Braasch, 1996 $130,966 --- $3,929 30,000 ---
President and Chief 1995 $102,810 --- $4,485 30,000 ---
Financial Officer 1994 $72,110 --- --- 30,000 ---
- --------------------------------------------------------------------------------------------------------------------------------
Richard E. Wonderlic, 1996 $81,545 --- $2,446 16,000 ---
Executive Vice President 1995 $61,547 --- $4,495 16,000 ---
1994 $50,000(4) $88,776 $5,292 16,000 ---
- --------------------------------------------------------------------------------------------------------------------------------
Samuel M. Keith, Chief 1996 $45,244 --- --- 20,000 ---
Operating Officer(5)
================================================================================================================================
</TABLE>
8
<PAGE>
(1) Represents contributions made by the Company to the qualified, tax-exempt
retirement plan it has adopted (the "401(k) Plan") that qualifies under
Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"). Does not include the cost to the Company of certain benefits, the
aggregate amount of which did not exceed, for each executive officer, 10%
of his annual salary and bonus.
(2) Mr. Charles F. Wonderlic received $375,055 of subchapter S corporation
dividends from the Company in 1994 before the Company terminated its
subchapter S corporation election under the Code in July 1994. Such
dividends were not paid in lieu of compensation.
(3) Mr. Clonts received $502,856 of subchapter S corporation dividends from the
Company in 1994 before the Company terminated its subchapter S corporation
election under the Code in July 1994. Such dividends were not paid in lieu
of compensation. Mr. Clonts was named Vice Chairman, effective July 1,
1996, having previously served as President.
(4) Mr. Richard E. Wonderlic received $434,841 of subchapter S corporation
dividends from the Company in 1994 before the Company terminated its
subchapter S corporation election under the Code in July 1994. Such
dividends were not paid in lieu of compensation.
(5) Mr. Keith joined the Company on August 19, 1996 and was named Chief
Operating Officer effective September 1, 1996.
The following tables set forth certain information concerning the number
and value of stock options granted to the executive officers reflected in the
Summary Compensation Table during 1996, and held by such executive officers at
December 31, 1996. Although the Stock Incentive Plan also provides for the
grant of stock appreciation rights and restricted stock, as of December 31,
1996, only stock options had been granted under the Stock Incentive Plan.
<TABLE>
<CAPTION>
===================================================================================================================
AGGREGATED OPTION GRANTS IN LAST FISCAL YEAR
- -------------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
FOR OPTION TERM(F)
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
PERCENT OF
OPTIONS TOTAL EXERCISE
GRANTED OPTIONS PRICE EXPIRATION
NAME (#) GRANTED ($/SHARE) DATE 5% ($) 10% ($)
(A) (B) TO EMPLOYEES (D) (E)
IN FISCAL YEAR
(C)
- -------------------------------------------------------------------------------------------------------------------
Charles F. Wonderlic 40,000 16.12% $6.325 August 19, 2001 $69,899 $154,459
- -------------------------------------------------------------------------------------------------------------------
Ronald B. Clonts 30,000 12.09% $6.325 August 19, 2001 $52,424 $115,844
- -------------------------------------------------------------------------------------------------------------------
Robert J. Braasch 30,000 12.09% $5.75 August 19, 2006 108,484 $274,921
- -------------------------------------------------------------------------------------------------------------------
Richard E. Wonderlic 16,000 6.45% $6.325 August 19, 2001 $27,960 $61,784
- -------------------------------------------------------------------------------------------------------------------
Samuel M. Keith 20,000 8.06% $5.75 August 19, 2006 $72,323 $183,280
===================================================================================================================
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
=======================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
- -----------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FISCAL YEAR-END(#) AT FISCAL YEAR-END ($)
(D) (E)
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SHARES
ACQUIRED ON VALUE
EXERCISE REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
(A) (B) (C)
- -----------------------------------------------------------------------------------------------------------------------
Charles F. Wonderlic --- --- 26,666 53,334 --- ---
- -----------------------------------------------------------------------------------------------------------------------
Ronald B. Clonts --- --- 20,000 40,000 --- ---
- -----------------------------------------------------------------------------------------------------------------------
Robert J. Braasch --- --- 20,000 40,000 --- ---
- -----------------------------------------------------------------------------------------------------------------------
Richard E. Wonderlic --- --- 10,666 21,334 --- ---
- -----------------------------------------------------------------------------------------------------------------------
Samuel M. Keith --- --- --- 20,000 --- ---
=======================================================================================================================
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Charles F.
Wonderlic, Ronald B. Clonts and Robert J. Braasch (the "Executives"). The
agreements are intended to secure the continuing employment of the Executives.
The employment agreements generally are identical except for differences in the
cash compensation and incentive payments of the Executives and the fact that
Messrs. Wonderlic's and Clonts' agreements permit them to be employed by, and to
devote an unspecified amount of time to, certain Commonly Controlled Companies
(as defined below). Messrs. Wonderlic and Clonts have each indicated, however,
that they regard their duties to the Company as primary and expect to devote as
much time as is required to fulfill the obligations of their respective offices
with the Company.
The employment agreements provide for: (i) an initial annual base salary
equal to $150,000, $125,000 and $100,000 for Messrs. Wonderlic, Clonts and
Braasch, respectively (which salaries were prorated during 1994), which may be
increased but not decreased unless amended; and (ii) eligibility for Company
sponsored employee benefits. Mr. Clonts and the Company mutually agreed, in
connection with Mr. Clonts' relinquishing of his role as President of the
Company, to amend his employment agreement to provide an annual base salary of
$75,000 in 1997. Messrs. Wonderlic and Clonts were entitled to an additional
bonus amount in each of 1994, 1995 and 1996 provided that the Company reached
specific after-tax profit goals. Such goals were met in 1994 and the bonuses
received are reflected in the Summary Compensation Table above. Such goals were
not met in either 1995 or 1996. The employment agreements have an initial one-
year term, with one-year extensions thereafter unless any employment agreement
is terminated, amended, or the Company or an Executive has provided a notice of
non-renewal at least 180 days prior to the anniversary thereof. Each employment
agreement will terminate upon the Executive's death or disability. The Company
is obligated to pay or provide to the Executive continued salary and benefits
until the earlier of the expiration of the term of the agreement or the
Executive's termination for "cause," which is defined to include, without
limitation, the death or permanent disability of the Executive, a material
violation by the Executive of any applicable material law or regulation with
respect to the Company's business, the conviction of the Executive of a felony,
and the willful or negligent failure of the Executive to perform his duties
under the employment agreement.
In the event of termination of an Executive's employment following a
"change in control" of the Company, as defined under the employment agreement,
either by the Company, or its successor, during
10
<PAGE>
the remaining term of the employment agreement or by the Executive within one
year following the change in control, the Company, or its successor, is
obligated to make a lump sum payment equal to three times the sum of: (i) his
current annual base salary; (ii) the value of bonus or incentive payments that
the Executive would have received had he remained employed; and (iii) the value
of the contributions that would have been made or credited by the Company under
all retirement plans for the benefit of the Executive. The lump sum payment is
subject to reduction in order to avoid such payment being treated as a
nondeductible, taxable "golden parachute" payment under Section 280G of the
Code. In addition, the Company successor must continue insurance benefits for
the Executive for three years following such termination.
The employment agreements include a covenant that will limit the ability of
each Executive to compete with the Company, except for services performed for
affiliates, for a period of one year following the termination of such
individual's employment with the Company.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's compensation program is administered by the Compensation
Committee of the Board of Directors. The Committee is comprised of two
independent, non-employee directors. Following review and approval by the
Compensation Committee, all matters regarding executive compensation are
referred to the Board of Directors for final approval.
In determining appropriate levels of executive compensation, the Committee
has at its disposal reference information regarding compensation ranges and
levels for executive positions in comparable companies. In determining
compensation to be paid to executive officers, primary consideration is given to
quality long-term earnings growth, to be accomplished by achieving both
financial and non-financial goals such as the implementation of asset quality
and growth goals and adequate staff training, and the compensation of executives
in comparable companies. The objectives of this philosophy are to (i) encourage
a consistent and competitive return to stockholders, (ii) reward Company and
individual performance, (iii) provide financial rewards based on performance for
those having significant impact on corporate profitability and (iv) provide a
competitive compensation package in order to attract and retain key personnel.
There are two basic components to the total compensation of all key
executives including the Chief Executive Officer - base salary and an incentive
component. The salary component is reflective of levels of responsibility,
authority and performance relative to similar positions in the finance company
industry. The incentive portion is directly related to financial performance as
measured by growth in earnings per share, asset growth and return on equity.
Stock options were a part of executive compensation in 1996, and are anticipated
to be during 1997 as well.
During 1996, the Compensation Committee determined that certain previously
issued options no longer provided the desired incentive to the executive
officers of the Company because the exercise prices of the options were
substantially above the market price. As a result, the Compensation Committee
authorized the issuance of options at the market price at the time the new
options were issued. The Compensation Committee also accepted the surrender of
options previously issued to the executive officers of the Company for a like
number of shares.
11
<PAGE>
The details of such issuance and surrender are set forth in the following
<TABLE>
<CAPTION>
TEN-YEAR OPTION REPRICINGS
- ------------------------------------------------------------------------------------------------------------------------------------
NAME DATE NUMBER OF MARKET PRICE OF STOCK EXERCISE PRICE NEW LENGTH OF
OPTIONS REPRICED AT TIME OF REPRICING AT TIME OF EXERCISE ORIGINAL
OR AMENDED (1) OR AMENDMENT ($) REPRICING OR PRICE ($) OPTION
AMENDMENT ($) TERM RE-
(C) (D) MAINING
(A) (B) (E) (F) AT DATE OF
REPRICING
OR AMEND-
MENT (G)
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Charles F. Wonderlic August 16, 1996 40,000 $5.75 $15.40 $6.325 45 months
- -----------------------------------------------------------------------------------------------------------------------------------
Ronald B. Clonts August 16, 1996 30,000 $5.75 $15.40 $6.325 45 months
- -----------------------------------------------------------------------------------------------------------------------------------
Robert J. Braasch August 21, 1996 30,000 $5.75 $14.00 $5.75 105 months
- -----------------------------------------------------------------------------------------------------------------------------------
Richard E. Wonderlic August 16, 1996 16,000 $5.75 $15.675 $6.325 45 months
===================================================================================================================================
(1) All options reflected below were surrendered by the subject executive
officer.
</TABLE>
The 1996 compensation of the Chief Executive Officer is based upon an
employment agreement that was approved by the Compensation Committee and the
entire Board of Directors based on the policies previously described. The Chief
Executive Officer's base salary set forth in such agreement was based on a
variety of factors, which include performance criteria as well as performance
levels of comparable organizations within the industry. The employment
agreement contemplates that the base salary provided for ($150,000) may be
maintained or increased in accordance with established management compensation
policies and plans. The Compensation Committee recommended an increase in the
Chief Executive Officer's base salary based on its analysis of the policies
described above. The Chief Executive Officer has a broad range of
responsibility for the management of the Company, which is considered when
establishing levels of compensation.
Walter J. O'Brien
Anne Hamblin Schiave
12
<PAGE>
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The graph below compares cumulative total return of the common stock of the
Company, the Nasdaq Stock Market - U.S. Index and the Nasdaq Financial Index.
COMPARISON OF 29 MONTH CUMULATIVE TOTAL RETURN
AMONG EAGLE FINANCE CORP., THE NASDAQ STOCK MARKET-
US INDEX AND THE NASDAQ FINANCIAL INDEX*
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
EAGLE FINANCE NASDAQ STOCK NASDAQ FINANCIAL
CORP. MARKET--US
------------- ------------ ----------------
July 22, 1994 $100 $100 $100
December 31, 1994 161 105 95
December 31, 1995 153 149 139
December 31, 1996 61 183 178
* $100 INVESTED ON 07/22/94 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS. FISCAL YEAR
ENDING DECEMBER 31. JULY 22, 1994 REPRESENTS THE DATE
EAGLE FINANCE CORP. COMMON STOCK WAS FIRST TRADED ON
THE NASDAQ NATIONAL MARKET, WITH AN OPENING PRICE OF
$9.00.
The graph set forth above shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933, as amended (the "Act"), or under the
Exchange Act, except to the extent the Company specifically incorporated this
information by reference, and shall not otherwise be deemed filed under such
acts.
13
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
GENERAL
The Company has entered into a number of transactions with certain
companies and partnerships in which Charles F. Wonderlic or Ronald B. Clonts or
members of their immediate families own a direct or indirect controlling
interest (any or all of such companies and partnerships are referred to herein
as the "Commonly Controlled Companies"). The Company has generally sought to
treat each transaction with a Commonly Controlled Company as an arms-length
transaction. The Company has adopted a formal policy requiring all transactions
with its principal stockholders, executive officers and directors, or their
affiliates (including the Commonly Controlled Companies), to be on terms no less
favorable to the Company than could be obtained from unrelated parties, and any
material transactions with its affiliates (including the Commonly Controlled
Companies) that are outside the ordinary course of business to be presented for
the approval of the Company's disinterested directors.
The Company leases furniture and computer equipment from a Commonly
Controlled Company, Wonderlic Personnel Test, Inc. ("WPT"), pursuant to a Master
Lease Agreement. Payments under that agreement (and any related predecessor
agreements) were approximately $1.1 million during 1996, and are believed by the
Company to be no less favorable than could have been obtained from unrelated
parties in comparable transactions. The primary reason for these transactions
is that leased assets, as opposed to owned assets, do not reduce the borrowing
base under the Company's revolving credit facility. In 1996, the Company paid
approximately $77,000 to WPT for the development of a proprietary credit scoring
model. Management believes that the cost to the Company of these services was
no less favorable than the Company could have obtained from unrelated parties in
comparable transactions.
SUBORDINATED DEBENTURES AND OTHER DEBT
Charles F. Wonderlic and Ronald B. Clonts, members of their families and
certain of the Commonly Controlled Companies have from time to time made loans
to the Company evidenced by subordinated notes. At December 31, 1996, the
approximate outstanding principal amounts of such subordinated notes in which
such persons or members of their families had a direct or indirect pecuniary
interest were: Charles F. Wonderlic, $62,900; and Ronald B. Clonts, $19,700.
Such subordinated notes currently bear interest at various rates between 10.5%
and 11.0% and mature at various times through February 2006, although they are
callable. The Company believes that the terms of the subordinated notes are no
less favorable than could have been obtained from unrelated parties purchasing
comparable instruments based on the fact that third parties purchased identical
instruments at the same price.
The Company had an outstanding debt obligation to Prominent Mortgage Corp.,
a Commonly Controlled Company, in the amount of approximately $1.0 million at
December 31, 1996. This debt is governed by a Master Note Agreement, as
amended, between Prominent Mortgage Corp. and the Company (the "Master Note
Agreement"). The Master Note Agreement provides that advances made from time to
time by Prominent Mortgage Corp. to the Company are to be evidenced by a
promissory note with a term not to exceed nine months. Borrowed amounts are
generally payable on demand and may be prepaid without penalty. Interest is
generally set at slightly below the prime rate prevailing at the time of
advances thereunder. Based on the higher interest rate charged on amounts
outstanding under the Company's revolving credit facility, the Company believes
that the terms of the Master Note Agreement are no less favorable to the Company
than could have been obtained from unrelated parties in a comparable
transaction.
14
<PAGE>
INTERCOMPANY SERVICES AGREEMENT
The Company and certain Commonly Controlled Companies (the "Services
Agreement Companies") are parties to an Intercompany Services Agreement, as
amended (the "Services Agreement"), which provides that the Company will render
specified services to the Services Agreement Companies, including services
relating to accounting, information systems, technical support, insurance
management, payroll and tax return preparation. The Services Agreement
Companies pay a monthly fee to the Company for such services of approximately
$11,500, which is approximately equivalent to the Company's cost of rendering
such services and is calculated based on: (i) a percentage of the monthly salary
of certain Company employees; (ii) a fee for any tax return prepared and filed
by the Company on behalf of the Services Agreement Companies during the
preceding month; and (iii) an additional amount equal to the allocable share of
fees for professional services and insurance premiums and deductibles paid by
the Company during the preceding month, less the Company's share of any such
fees paid by the Services Agreement Companies during the preceding month. The
Services Agreement continues until terminated by the Company or the Services
Agreement Companies upon 30 days prior written notice. For the year ended
December 31, 1996, the Company was paid approximately $137,600 under the
Services Agreement.
The following Commonly Controlled Companies are parties to the Services
Agreement and comprise the Services Agreement Companies: Upland Farms; WPT;
Wonderlic Companies, Inc.; Richmond Bancorp, Inc.: Richmond Financial Services,
Inc.; Richmond Bank; Richmond Hunt Club, Inc. and Prominent Mortgage Corp.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The appointment of independent auditors is approved annually by the Board
of Directors. The decision of the Board of Directors is based on the
recommendation of the Audit Committee. In making its recommendation, the Audit
Committee reviews both the audit scope and estimated fees for professional
services for the coming year. The Board of Directors has authorized the
engagement of KPMG Peat Marwick LLP as its independent public accountants for
the year 1997. KPMG Peat Marwick LLP has had the responsibility of examining
the consolidated financial statements of the Company since 1963. A proposal
will be presented at the meeting to ratify the appointment of KPMG Peat Marwick
LLP.
A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting with the opportunity to make a statement, if he or she desires to
do so, and to be available to respond to appropriate questions. If the
appointment of KPMG Peat Marwick LLP is not ratified, the matter of the
appointment of auditors will be considered by the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THIS
PROPOSAL.
STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Any stockholder proposal intended to be presented at the annual meeting in
1998 must be received by the Company in writing on or before December 19, 1997
for inclusion in the Company's Proxy Statement and form of proxy relating to
that meeting.
15
<PAGE>
OTHER MATTERS
Management does not intend to present any other business at the meeting and
knows of no other matters which will be presented. However, if any other
matters come before the meeting, it is the intention of the persons named in the
accompanying proxy to vote in accordance with their judgment on those matters.
VOTING OF PROXIES
Unless a stockholder indicates otherwise, shares represented by proxy will
be voted in favor of the election of the two nominees named in this proxy
statement (or such other person designated by the Board of Directors in the
event a nominee is unable or declines to serve) and in favor of the ratification
of the appointment of KPMG Peat Marwick LLP as independent public accountants
for the Company for the year ending December 31, 1997.
GENERAL
STOCKHOLDERS AND INTERESTED INVESTORS MAY OBTAIN WITHOUT CHARGE COPIES OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1996, INCLUDING FINANCIAL
STATEMENTS AND ANY SCHEDULES, BY WRITING TO MR. ROBERT J. BRAASCH, PRESIDENT,
EAGLE FINANCE CORP., 1425 TRI-STATE PARKWAY, SUITE 140, GURNEE, ILLINOIS 60031.
EXHIBITS TO FORM 10-K WILL ALSO BE FURNISHED UPON REQUEST FOR THE COST OF
REPRODUCTION.
It is important that all proxies be forwarded promptly in order that a
quorum may be present at the meeting.
By Order of the Board of Directors,
WINIFRED L. CLONTS
SECRETARY
Gurnee, Illinois
April 18, 1997
16
<PAGE>
PROXY EAGLE FINANCE CORP. PROXY
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS -- MAY 20, 1997
The undersigned hereby appoints Charles F. Wonderlic and Ronald B. Clonts, or
any of them acting in the absence of the other, with power of substitution,
attorneys and proxies, for and in the name and place of the undersigned, to vote
the number of shares of Common Stock that the undersigned would be entitled to
vote if then personally present at the Annual Meeting of Stockholders of Eagle
Finance Corp., to be held at the Holiday Inn, 6161 West Grand Avenue, Gurnee,
Illinois 60031, on Tuesday, May 20, 1997, at 10:00 a.m., local time, or any
adjournments thereof, upon the matters set forth in the Notice of Annual Meeting
and Proxy Statement (receipt of which is hereby acknowledged) as designated on
the reverse side, and the proxies, in their discretion, are authorized to vote
upon such other business as may properly come before the meeting.
New Address: ______________________________________
______________________________________
______________________________________
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
<PAGE>
EAGLE FINANCE CORP.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
1. Election of Directors
Nominees: Charles F. Wonderlic and Robert L. Jooss
FOR / /
WITHHOLD AUTHORITY / /
For All (except nominee(s) written below) / /
2. To ratify the selection of KPMG Peat Marwick LLP as the independent
auditors for the Company for 1997
FOR / / AGAINST / / ABSTAIN / /
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting or at any adjournment thereof.
Check here if you plan to attend the meeting. / /
Check here for address change on reverse side. / /
Dated ______________________, 1997
Signature(s)______________________
__________________________________
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE ABOVE SIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
PLEASE DATE PROXY AND SIGN IT EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS
SHOULD EACH SIGN PERSONALLY. EXECUTORS, TRUSTEES, ETC., SHOULD INDICATE THEIR
TITLES WHEN SIGNING.
EAGLE FINANCE CORP.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
