<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
LAURENTIAN CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
LAURENTIAN CAPITAL CORPORATION [BOARD OF DIRECTORS]
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
640 Lee Road, Suite 303
Wayne, Pennsylvania 19087
April 11, 1994
NOTICE OF ANNUAL MEETING
TO STOCKHOLDERS:
Notice is hereby given that the Annual Meeting of the Stockholders of Laurentian
Capital Corporation (the "Company") will be held at the Four Seasons Hotel, One
Logan Square, Philadelphia, Pennsylvania on Tuesday, May 3, 1994, at 9:00 a.m.
local time, for the following purposes:
1. To elect directors of the Company; and
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Information concerning matters to be considered at the meeting is set forth
in the accompanying Proxy Statement.
Stockholders of record of the Company at the close of business on March 18,
1994, are entitled to notice of and to vote at this meeting and any adjournment
thereof.
By Order of the Board of Directors
Bernhard M. Koch, Secretary
IMPORTANT
IF YOU DO NOT PLAN TO ATTEND THIS MEETING, PLEASE FILL IN, DATE, SIGN AND RETURN
THE ENCLOSED PROXY USING THE ENCLOSED SELF-ADDRESSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
2
<PAGE>
640 Lee Road, Suite 303
Wayne, Pennsylvania 19087
[logo]
- --------------------------------------------------------------------------------
PROXY STATEMENT MAILED BEGINNING APRIL 11, 1994 FOR
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 3, 1994
- --------------------------------------------------------------------------------
This Proxy Statement and the accompanying form of proxy are furnished in
connection with the solicitation of proxies by and on behalf of the Board of
Directors of Laurentian Capital Corporation (the "Company") for use at the
Annual Meeting of Stockholders to be held on May 3, 1994, or any adjournment
thereof.
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1993 accompanies this Proxy Statement. This Proxy Statement and the
accompanying Notice of Annual Meeting of Stockholders, form of proxy and the
Annual Report to the Stockholders have been sent or given to stockholders of the
Company beginning approximately April 11, 1994.
Execution of a proxy by a stockholder of the Company will not affect such
stockholder's right to attend the meeting and to vote in person. Any stockholder
of the Company who executes a proxy has a right to revoke it at any time before
it is voted by advising the Company in writing, by executing a later dated proxy
which is presented to the Company at or prior to the meeting, or by appearing at
the meeting and advising the Secretary of the meeting, in writing, of the
revocation of the proxy at any time prior to the exercise of the proxy. Forms to
be used in making such revocation will be available at the meeting.
On March 18, 1994, the record date for stockholders entitled to vote at the
Annual Meeting ("Record Date"), there were 7,548,757 shares of the Company's
$.05 par value common stock issued and outstanding after taking into account the
effect of Treasury Shares. Each share is entitled to one vote with respect to
every matter submitted to a vote at the meeting. At the annual meeting,
abstentions will be treated as present for purposes of determining a quorum, and
shares held by a broker that the broker fails to vote will not be treated as
present for purposes of a quorum. Abstentions and broker "non-votes" will not be
counted either for or against any items submitted for a vote.
3
<PAGE>
THE COMPANY
Laurentian Capital Corporation (the "Company") is an insurance holding
company organized under Delaware law. At December 31, 1993 the Company's
principal insurance subsidiaries were Loyal American Life Insurance Company
("Loyal") and Prairie States Life Insurance Company ("Prairie").
On December 31, 1993, 72% of the Company's $.05 par value common stock ("LCC
Common Stock") was owned by The Imperial Life Assurance Company of Canada
("Imperial"). Imperial's direct parent, Laurentian Financial, Inc.
("Financial"), owned an additional 9.8% of the Company's outstanding Common
Stock. Financial is a wholly-owned subsidiary of The Laurentian Group
Corporation ("Group"). Prior to the transactions described below, which
description is based on reports filed by the acquiring parties, Group was an
indirect subsidiary of The Laurentian Mutual Management Corporation.
On November 5, 1993, La Confederation des caisses popularies et d'economie
Desjardins du Quebec, a cooperative association constituted under the laws of
the province of Quebec, Canada (the "Confederation"), through its subsidiaries,
Desjardins Laurentian Financial Corporation, Inc. ("DLFC"), and La Societe
financiere des caisses Desjardins, Inc. ("SFCD") submitted to the shareholders
of Group a share exchange tender offer for all the issued and outstanding Class
A and Class B Subordinate Voting Shares of Group.
The offer expired on December 22, 1993 at which time 100% of the Class A
Shares and 98.7% of the Class B Subordinate Voting Shares were deposited. DLFC
took delivery of all the shares deposited and delivered the purchase price for
them on January 1, 1994. Accordingly, DLFC, SFCD and the Confederation are
presently deemed to be beneficial owners of the 81.8% of the outstanding Common
Stock of Laurentian Capital Corporation owned by Group through its subsidiaries,
Imperial and Financial.
The total aggregate consideration paid for the shares of Group (after giving
effect to the exercise by DLFC of its right under the terms of Article 51 of the
Quebec Companies Act to purchase the Class B Subordinate Voting Shares not
tendered) was aggregate cash consideration of approximately $CDN 72 million,
issuance of unsecured promissory notes in an aggregate principal amount of
approximately $CDN 160 million, and approximately 6.9 million Class A Preferred
Shares, 1.7 million Class A Subordinate Voting Shares and 11.7 million Class B
Shares of DLFC.
The aggregate cash consideration paid for the shares of Group was borrowed
by SFCD from La Caisses centrale Desjardins du Quebec ("Caisses Centrale"), a
related entity of the Confederation, and contributed to DLFC in exchange for
shares of DLFC. The loan from Caisses Centrale to SFCD for the cash portion of
the consideration paid for the shares was a bridge loan maturing June 30, 1994
with interest payable every 30, 60 or 90 days at a rate equal to Caisses
Centrale's cost of its money market securities including brokerage fees for the
same period plus .75% per annum.
4
<PAGE>
Messrs. Humberto Santos, Michel Therien and Claude Gravel are first-time
nominees this year. Mr. Santos is President and Chief Executive Officer of DLFC;
Mr. Therien is President and Chief Executive Officer of La societe de
portefeuille du Group Desjardins Laurentian Life, an affiliate of DLFC; and Mr.
Gravel is President and Chief Executive Officer of Desjardins Life Assurance
Company, Inc., an affiliate of DLFC.
PROPOSAL 1
ELECTION OF DIRECTORS
The By-laws of the Company provide that members of the Board of Directors
shall be elected until the next Annual Meeting of Stockholders and until their
respective successors are duly elected. Unless "Withhold Authority" is specified
in the proxy as to all or some of the nominees, the persons named in the
accompanying proxy intend to vote the shares represented by such proxy, if
properly dated and signed, for the election as directors of the eleven (11)
nominees listed herein. Six of the nominees are now directors of the Company. In
addition to Messrs. Santos, Therien and Gravel, Messrs. Thomas E. Beach and
Stephen B. Bonner are first-time nominees for election in 1994. If elected, each
shall serve as a director of the Company until the 1995 Annual Meeting of
Stockholders and thereafter until his successor shall have been elected and
shall qualify, except as otherwise provided in the By-laws.
Should one or more of such nominees become unavailable or ineligible to
serve, it is intended that the shares represented by the proxy will be voted for
the election of the other nominees and may be voted, unless authorization is
withheld, for any substitute nominee or nominees management may designate.
Management has no reason to believe that any nominee will be unable or unwilling
to serve as a director if elected.
The information with respect to each nominee for election as director has
been furnished to the Company by the respective nominees. No nominee, other than
Mr. Rakich, has any position or office with the Company or any subsidiary of the
Company. No nominee, except as indicated, owns more than 1% of the outstanding
shares of Laurentian Capital Corporation's Common Stock. The following table
shows as of March 18, 1994 the shares beneficially owned by each nominee and
unless otherwise indicated, each nominee is believed to have sole voting and
investment power with respect to such shares.
<TABLE>
<CAPTION>
SHARES
SERVED AS A BENEFICIALLY
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE OWNED
- ------------------------------ --- ------------------------------ -------------- -------------
<S> <C> <C> <C> <C>
Thomas E. Beach............... 53 Limited partner, Miller, ** -0-
Anderson & Sherrerd
Jared M. Billings............. 62 Partner, Holland & Knight 1976 6,462
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES
SERVED AS A BENEFICIALLY
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE OWNED
- ------------------------------ --- ------------------------------ -------------- -------------
<S> <C> <C> <C> <C>
Stephen B. Bonner............. 47 President, McGraw - Hill, ** -0-
Construction Information
Group
Claude Castonguay*............ 64 Chairman of the Board of the 1984 1,965(1)
Company
Claude Gravel*................ 49 President and Chief Executive ** -0-(1)
Officer of Desjardins Life
Assurance Company, Inc.
Jack Kinder, Jr............... 66 President of Kinder Brothers & 1990 -0-
Assoc.
Robert D. Larrabee............ 59 Funeral Director 1987 5,062(2)
Robert T. Rakich.............. 56 President and Chief Executive 1988 184,311(1)(3)
Officer of the Company
Humberto Santos*.............. 50 Chairman and Chief Executive ** -0-(1)
Officer of Desjardins
Laurentian Financial
Corporation
Michel Therien*............... 45 President and Chief Executive ** -0-(1)
Officer of La societe de
portefeuille du Group
Desjardins Laurentian Life
Alan J. Zakon................. 58 Managing Director of Bankers 1990 500
Trust Corporation
<FN>
- ---------
* Citizen of Canada
** First-time nominee in 1994
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
(1) Messrs. Castonguay, Gravel, Rakich, Santos and Therien by virtue of being
directors and/or executive officers of companies affiliated with DLFC may,
within the intendment of Rule 13d-3 under the Securities Exchange Act of
1934 (the "Exchange Act"), be deemed to be beneficial owners of the shares
of LCC Common Stock beneficially owned by affiliates of DLFC. Messrs.
Castonguay, Gravel, Rakich, Santos, and Therien have expressly disclaimed
any actual beneficial interest in the shares of LCC Common Stock owned by
affiliates of DLFC except as otherwise indicated. Messrs. Castonguay,
Gravel, Rakich, Santos and Therien are the owners of record of the shares
of LCC Common Stock set forth in the table.
(2) Indicates the number of common shares into which 1,350 shares of Series A
Preferred Stock beneficially owned by Mr. Larrabee may be converted. Such
shares are owned by Merchant Funeral Home, Inc., a corporation owned by
Mr. Larrabee.
(3) Includes 96,111 shares subject to stock options granted to Mr. Rakich
which are presently exercisable. Mr. Rakich's beneficial ownership is
approximately 2.4% of total shares outstanding at March 18, 1994.
</TABLE>
ABOUT THE BOARD OF DIRECTORS
THOMAS E. BEACH is a limited partner of Miller, Anderson & Sherrerd
(investment advisory firm) after serving as general partner of that firm from
1975 to 1994.
JARED M. BILLINGS has been a Partner with Holland & Knight (law firm) since
January 1993. He was formerly a Partner of Billings & Cunningham, P.A. (law
firm) from 1979 to 1992.
STEPHEN B. BONNER is President of McGraw - Hill's Construction Information
Group since December 1992. He was formerly Vice President, Individual Insurance
Services for Prudential Insurance Company from 1987 to December 1992.
CLAUDE CASTONGUAY is Chairman of the Board of the Company. He was a Member
of the Senate of Canada from September 1990 to December 1992; Chairman of the
Board of The Laurentian Group Corporation from 1986 to November 1990; and Chief
Executive Officer of The Laurentian Group Corporation from 1981 to November
1989.
CLAUDE GRAVEL is President and Chief Executive Officer of Desjardins Life
Assurance Company, Inc. since 1990. He was formerly President and Chief
Executive Officer of The Safeguard Life Insurance Company from 1989 to 1990.
JACK KINDER, JR. is President of Kinder Brothers & Associates (sales and
sales management consultants) since 1978.
ROBERT D. LARRABEE is a Funeral Director with the Merchant Funeral Home. He
is also a Director of Sterling Savings and Loan Association of Spokane,
Washington.
7
<PAGE>
ROBERT T. RAKICH has been President and Chief Executive Officer of the
Company since May 1988.
HUMBERTO SANTOS is President and Chief Executive Officer of Desjardins
Laurentian Financial Corporation since January 1, 1994. He is also President and
Chief Executive Officer of La Caisse centrale du Desjardins, a position he has
held since October 1990. Prior to October 1990, he held various senior executive
officer positions at the National Bank of Canada from 1976 to 1990.
MICHEL THERIEN is President and Chief Executive Officer of La societe de
portefeuille du Group Desjardins Laurentian Life since January 1, 1994. Prior to
1994, he was Senior Vice President and Chief Operating Officer of La
Confederation des caisses populaires et d'economic Desjardins du Quebec from
1990 to 1993. Prior to 1990, he was President and Chief Operating Officer of La
Societe de services des caisses Desjardins, Inc.
ALAN J. ZAKON is Managing Director and Chairman of the Strategic Policy
Committee with Bankers Trust Corporation since 1989. He was formerly Chairman of
the Board of Boston Consulting Group from 1967 to 1988. He holds Directorships
at the following: Arkansas - Best (shipping); Augat Inc. (electronic
components); Autotote Corporation (gaming equipment); Boyle Leasing
Technologies, Inc. (leasing); and Hechinger Corporation (specialty retailing).
To assist in carrying out its duties and responsibilities, the Board of
Directors has an Executive Committee, an Audit Committee, a Human Resources
Committee, a Stock Option Committee, an Investment Committee, and a Related
Party Transactions Review Committee, each composed of members of the Board. Mr.
Jacques A. Drouin, a former member of the Board of Directors, served on the
Executive, Human Resources, Stock Option, and Investment Committees until his
recent resignation.
The Executive Committee of the Board of Directors consists of Messrs.
Castonguay and Rakich. The Executive Committee may exercise the power of the
Board of Directors in certain matters between the meetings of the Board. The
Executive Committee did not meet during 1993.
The Audit Committee of the Board of Directors consists of Messrs. Billings,
Zakon, Mr. Curtis L. Meeks and Mr. Anthony B. Walsh. Messrs. Meeks and Walsh are
members of the Board of Directors who are not standing for election. The Audit
Committee annually recommends to the Board of Directors independent accountants
for appointment by the Board of Directors as auditors for the Company and its
subsidiaries. The Audit Committee reviews the services to be performed by the
independent accountants; and takes such action with respect to such reports as
it deems appropriate. In addition, the Audit Committee reviews the duties and
responsibilities of the internal auditing staff; reviews the annual program for
the internal audit of the operational procedures of the Company; receives and
reviews reports submitted by the internal auditing staff; and takes such
8
<PAGE>
action as it deems appropriate to assure that the interests of the Company are
adequately protected, including the maintenance of accounting controls and
standards. The Audit Committee met five times during 1993.
The Human Resources Committee of the Board of Directors consists of Messrs.
Billings, Kinder, Meeks and Rakich. The Human Resources Committee annually
reviews the performance contributions of the Officers of the Company and makes
recommendations to the Board of Directors for adjustments to base salaries of
those officers. The Human Resources Committee also has general oversight
responsibility for other compensation and benefit programs of the Company and
reviews the structure, cost effectiveness, and competitive position of the
Company's compensation program within the life insurance industry. The Human
Resources Committee met four times during 1993.
The Stock Option Committee of the Board of Directors consists of Messrs.
Billings, Meeks and Walsh. The Stock Option Committee is responsible for the
administration of the Company's Executive Stock Option Plan. The Stock Option
Committee met three times during 1993.
The Investment Committee of the Board of Directors consists of Messrs.
Castonguay, Larrabee, Rakich and Walsh. The Investment Committee has general
oversight responsibilities for the Company's investment policies. The Investment
Committee receives and reviews reports submitted by the Chief Investment Officer
and takes action as it deems appropriate to ensure that the Company maintains an
appropriate investment strategy. The Investment Committee met four times during
1993.
The Related Party Transactions Review Committee for the Board of Directors
consists of directors who were not directors or officers of any company
affiliated with the Company. Members of the Related Party Transactions Review
Committee are Messrs. Billings, Larrabee, and Meeks. The Related Party
Transactions Review Committee reviews and makes recommendations to the Board of
Directors with respect to all material and significant transactions or contracts
between the Company and any person or company affiliated with the Company. The
Related Party Transactions Review Committee met twice during 1993.
Each of the Committees reports and makes recommendations to the Board of
Directors.
The Board of Directors does not have a nominating committee, as nominations
for directors are made by the entire Board of Directors. Stockholders may submit
written recommendations for director nominees to the Board of Directors for its
consideration.
The Board of Directors met five times during 1993. During 1993 no director,
other than Mr. Guy Rivard, attended fewer than 75% of the total number of
meetings of the Board and of the Committees of which he was a member. Mr. Rivard
is a member of the Board of Directors who is not standing for election.
9
<PAGE>
During the fiscal year ended December 31, 1993 each Director received an
annual fee of $10,000, paid quarterly, and a fee of $1,000 for each Board of
Directors meeting attended. Directors who are members of the Audit Committee
also received $1,000 for each committee meeting attended. Directors who are
members of the Executive, Human Resources, Stock Option, Related Party
Transactions Review and Investment Committees also receive $1,000 for each
committee meeting attended; however, should these committees meet on the same
day as a Board of Directors meeting, members of the Committee receive $500 per
committee meeting attended. Directors were reimbursed for expenses incurred as a
result of attendance at Board or committee meetings.
The Board of Directors unanimously recommends a vote "FOR" the election of
the nominees as directors as set forth in this Proxy Statement. The Company is
informed that Imperial and Financial, which hold approximately 72% and 10%,
respectively, of the outstanding LCC Common Stock, intend to vote their shares
in favor or the election of these nominees, in which event election of the
nominees as directors would be assured.
10
<PAGE>
EXECUTIVE OFFICERS
In addition to Mr. Rakich, who is President and Chief Executive Officer, the
executive officers of the Company and the shares beneficially owned by them as
of March 18, 1994 are as follows:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
NAME AGE PRINCIPAL OCCUPATION OWNED*
- ------------------------------- --- -------------------------------------------------- -----------
<S> <C> <C> <C>
Bernhard M. Koch**............. 39 Senior Vice President, Chief Financial Officer and 32,379(1)
Treasurer since 1988; and Secretary since
December 31, 1993.
David L. Wilson, Jr............ 49 Senior Vice President and Chief Investment Officer 10,800(2)
since October 1992. He was formerly a Vice
President of the Investment Department with Penn
Mutual Life Insurance Company from July 1989 to
September 1992; and Senior Vice President of the
Investment Department with Meritor Savings Bank
from August 1979 to January 1989.
Thomas W. Alesi................ 34 Assistant Vice President and Controller since -0-
January 3, 1994. He was formerly a Consultant,
specializing in life insurance matters from
November 1992 to December 1993; and Vice
President, Treasurer and Chief Financial Officer
of Corporate Life Insurance Company from March
1989 to November 1992.
<FN>
- ---------
* No named executive officer with the exception of Mr. Rakich owns more than
1% of the Company's outstanding stock.
** Citizen of Canada
(1) All shares beneficially owned are shares subject to stock options granted
to Mr. Koch that are presently exercisable.
(2) Includes 5,000 shares subject to stock options granted to Mr. Wilson that
are presently exercisable.
</TABLE>
All executive officers are elected annually and serve at the pleasure of the
Board of Directors.
11
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 18, 1994 with respect
to each person known to management to be the beneficial owner of more than five
per cent (5%) of the Company's outstanding common stock and all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PER CENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ----------------------------------------------------- -------------------- ------------
<S> <C> <C>
The Imperial Life Assurance 5,432,109 72 %
Company of Canada; ................................
95 St. Clair Avenue West
Toronto, Canada M4V 1N7
Laurentian Financial, Inc.; ......................... 6,177,093(1) 81.8%
1100 Rene Levesque Blvd., West
Montreal, Canada H3B 4N4
The Laurentian Group Corporation; ................... 6,177,093(2) 81.8%
1100 Rene Levesque Blvd., West
Montreal, Canada H3B 4N4
Desjardins Laurentian Financial ..................... 6,177,093(3) 81.8%
Corporation, Inc.
1100 Rene Levesque Blvd., West
Montreal, Canada H3B 4N4
La Societe Financiere ............................... 6,177,093(4) 81.8%
des caisses Desjardins, Inc.
1 Complexe Desjardins
Desjardins Station
Montreal, Canada H5B 1J1
La Confederation .................................... 6,177,093(5) 81.8%
des caisses popularies et
d'economie Desjardins du Quebec
100 Commandeurs Avenue
Levis, Canada G6Y 7N5
All directors and executive officers of the Company
as a group, consisting of 14 persons............... 241,479(6) 3.2%
<FN>
- ---------
</TABLE>
12
<PAGE>
<TABLE>
<S> <C>
(1) Laurentian Financial, Inc. ("Financial") owns 744,984 shares of LCC Common
Stock. Financial also owns 99.9% of the outstanding capital stock of The
Imperial Life Assurance Company of Canada ("Imperial"). Under the
applicable provisions of the Securities and Exchange Act of 1934,
Financial may be deemed to be a joint beneficial owner of the 5,432,109
shares of LCC Common Stock owned by Imperial.
(2) The Laurentian Group Corporation ("Group") owns all of the outstanding
capital stock of Financial. Under the applicable provisions of the
Securities Exchange Act of 1934, Group may be deemed to be a joint
beneficial owner of the 5,432,109 shares of LCC Common Stock owned by
Imperial and the 744,984 shares owned by Financial.
(3) Desjardins Laurentian Financial Corporation ("Desjardins Laurentian") owns
98.6% of Group. Under the applicable provisions of the Securities Exchange
Act of 1934, Desjardins Laurentian may be deemed to be a joint beneficial
owner of the 5,432,109 shares of LCC Common Stock owned by Imperial and
the 744,984 shares owned by Financial.
(4) La Societe Financiere des caisses Desjardins ("Societe Financiere") owns
directly and indirectly 81.6% of Desjardins Laurentian. Under the
applicable provisions of the Securities Exchange Act of 1934, Societe
Financiere may be deemed to be a joint beneficial owner of the 5,432,109
shares of LCC Common Stock owned by Imperial and the 744,984 shares owned
by Financial.
(5) La Confederation des caisses popularies et d'economie Desjardins du Quebec
("Confederation") owns 99.9% of Societe Financiere. Under the applicable
provisions of the Securities Exchange Act of 1934, Confederation may be
deemed to be a joint beneficial owner of the 5,432,109 shares of LCC
Common Stock owned by Imperial and the 744,984 shares owned by Financial.
(6) See Notes 1 through 3 on page 5 and Notes 1 and 2 under Executive Officers
on page 9.
</TABLE>
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of LCC's Common Stock, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission and the American Stock Exchange. Based on its review of the
copies of such forms received by it or written representations from reporting
persons, the Company believes that filing requirements for the fiscal year ended
December 31, 1993 applicable to its officers, directors and greater than ten
percent beneficial owners were complied with, except that Mr. Larrabee filed one
monthly report late with respect to one 1993 transaction, Mr. Alesi filed late
an initial report on Form 3, and each of Messrs. Koch, Rakich and Wilson filed a
late report on Form 5 with respect to one grant of options in 1993.
13
<PAGE>
HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
The Company intends that its executive compensation program provides an
overall level of compensation opportunity that is competitive within the life
insurance industry. The Company's compensation policies have been cast within
the larger framework of managing the Company towards overall enhanced
profitability and increased shareholder value. The Company's overall
compensation philosophy is as follows:
- Attract and retain quality talent, which is critical to both
the short-term and long-term success of the Company;
- Reinforce strategic performance objectives through the use of
incentive compensation programs; and
- Create a mutuality of interest between the executive officers
and shareholders through compensation structures that share the
rewards and risks of strategic decision making.
The executive compensation program of the Company is comprised of base
salary, annual cash incentive opportunities, long-term incentive opportunities
in the form of stock options and benefits typically offered to executives by
major corporations.
The Human Resources Committee of the Board of Directors (the "Committee") is
responsible for developing and making recommendations to the Board with respect
to the Company's executive compensation policies. The Committee advises and
assists management in formulating and in implementing policies designed to
assure the selection, development and retention of key personnel.
SUMMARY OF COMPENSATION ELEMENTS
BASE SALARY
At the senior executive level, base salaries are compared to life insurance
industry compensation information. The Committee reviews the base salary of the
executive officers on an annual basis. Adjustments to base salaries result from
an assessment of the performance contributions of each executive in relationship
to that executive's scope of responsibility. The Committee also examines the
overall competitive position of the base salaries of its executive officers in
relation to life insurance industry salary data, without attempting to achieve a
specific level of salary relative to other companies. Salary decisions as to
executives other than the Chief Executive Officer of the Company are determined
in a structured annual review by the Committee with input from the Chief
Executive Officer. On the basis of review of comparative compensation data, and
considering
14
<PAGE>
the significant improvement in financial performance during the past three
years, the base salaries of the Chief Executive Officer and each of the other
named executive officers were increased effective January 1, 1993.
INCENTIVE COMPENSATION
SHORT-TERM INCENTIVE COMPENSATION
The Committee receives and approves recommendations from management
regarding an incentive compensation program at the beginning of each year to
provide for a basis for annual bonus awards. Awards under the Bonus Plan are
determined based on overall corporate performance and individual contributions
toward the Company's goals of improving earnings and financial strength. The
1993 Bonus Plan included financial performance objectives based on the Company's
earnings with goals that required improvement over prior years' results.
Achievement of the financial objectives determines the amount of a bonus pool
available for distribution to senior executives with the size of the pool
ranging from zero if minimum target earnings levels are not met, and increasing
to a predetermined maximum pool amount as various levels of earnings above the
minimum target level are reached. Individual executives are grouped into salary
classifications to which portions of the total potential bonus pool are
allocated. Individual performance, measured against established Company goals
and objectives, is reviewed by the Committee in determining the percentage of
bonus pool which is payable to a specific executive.
Messrs. Koch, Rakich and Wilson were awarded a cash bonus in February 1994
based upon the achievement of 1993 financial performance objectives established
by the Committee and approved by the Board of Directors at the beginning of
1993. During 1993, the financial performance produced a bonus pool in the
mid-to-upper range of possible bonus pool amounts, and specific awards are noted
in the Summary Compensation Table.
LONG-TERM INCENTIVE COMPENSATION
The stockholders of the Company approved an Amended and Restated Executive
Stock Option Plan (the "Stock Option Plan") at the 1992 Annual Meeting. The
Stock Option Plan is designed to align a significant portion of the Company's
executive compensation program with stockholder interests. The Stock Option
Committee (the "Option Committee") of the Board of Directors of the Company has
the responsibility for awarding stock options and stock appreciation rights
(SARs), and takes into account each executive's level of responsibility and past
contributions to the Company in making such awards. The grants made by the
Option Committee in 1993, as set forth in the following tables, reflect such
considerations.
15
<PAGE>
REVIEW OF CEO COMPENSATION
As described above, the Company's executive compensation program is based on
corporate and individual performance and places a significant portion of an
executive's compensation at risk if these goals are not attained. In addition,
the program rewards long-term strategic management by using compensation
vehicles which promote equity ownership and emphasize attention to shareholder
value.
The Chief Executive Officer's compensation is determined in the same manner,
with up to a specified percentage of base salary being potentially available as
bonus compensation to the Chief Executive Officer if individual and Company
goals are met, and long-term incentive compensation being awarded in the form of
stock options or SARs.
The Company has experienced improved earnings during the past three years
following the initiation of strategic initiatives that has focused the Company
on its core markets and strengthened the financial condition of the Company.
Consideration by the Committee of these general objectives included evaluation
of Mr. Rakich's contributions to the Company in meeting certain financial goals
(including targets for earnings, return on equity, debt to equity, investment
yield, and operating expenses); other financial objectives; marketing
objectives; improvements in organizational structure; and human resources
management.
The Committee, in the absence of and without participation by Messrs. Drouin
or Rakich, reviewed the 1993 performance and compensation of the Chief Executive
Officer. The foregoing factors were all taken into account in the aggregate in
determining the increase in Mr. Rakich's 1993 compensation, which is reflected
in the Summary Compensation Table. Because all but a few of the performance
objectives were met and many were exceeded, the bonus compensation awarded was
in the upper range of potential bonus compensation for the Chief Executive
Officer.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1993, the Committee was composed of three outside directors, Messrs.
Billings, Kinder, and Meeks, Mr. Rakich, Chief Executive Officer of the Company,
and Mr. Drouin, former Chairman of The Laurentian Group Corporation. In August
1990, the Company entered into an undertaking with Mr. Meeks to compensate him
for real estate consulting services with respect to certain Company real
property in Altamonte Springs, Florida. Pursuant to such undertaking, Mr. Meeks
was paid $40,000 in August 1990 and received monthly installments aggregating
$20,000 per year until August 31, 1993.
Human Resources Committee
Jared M. Billings, Chairman
Jack Kinder, Jr.
Curtis L. Meeks
Robert T. Rakich
16
<PAGE>
EXECUTIVE COMPENSATION
The following table and notes set forth the compensation paid or accrued by
the Company during the three fiscal years ended December 31, 1993 to the Chief
Executive Officer and each other named executive officer whose total annual
salary and bonus for the last fiscal year exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
------------------------------------------ UNDERLYING
NAME OTHER ANNUAL OPTIONS/ ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) SARS(#) COMPENSATION(3)
- ---------------------------------------- ---- ----------- -------- ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Robert T. Rakich ....................... 1993 $ 352,000 $143,000 $ 32,500 45,000 $ 86,693
President and Chief 1992 339,596 115,000 38,500 16,667 81,625
Executive Officer 1991 325,000 81,250 300,000
Bernhard M. Koch ....................... 1993 134,500 36,000 -0- 25,000 67,551
Senior Vice President, 1992 126,479 31,000 -0- 15,000 10,673
Chief Financial Officer, Treasurer 1991 118,000 18,880 9,000
and Secretary
David L. Wilson, Jr. ................... 1993 125,000 29,000 -0- 10,000 5,876
Senior Vice President 1992 21,635(2) 5,000 -0- 15,000 -0-
and Chief Investment
Officer
<FN>
- ---------
(1) Board of Directors fees from the Company and its insurance subsidiaries.
(2) Mr. Wilson commenced employment with the Company on October 19, 1992.
(3) All other compensation includes the following for the named executive
officers:
</TABLE>
<TABLE>
<CAPTION>
COMPANY COMPANY
CONTRIBUTION SURRENDER OF CONTRIBUTION IN
TO SAVINGS STOCK LIEU OF RETIREMENT GROUP LIFE
PLAN OPTIONS PLAN CONTRIBUTION INSURANCE
-------------- ------------ ------------------- -----------
<S> <C> <C> <C> <C>
Robert T. Rakich.................. $ 4,497 $ 73,196 $ 9,000
Bernhard M. Koch.................. 12,334 $ 37,375 17,375 467
David L. Wilson, Jr............... 1,745 3,000 1,131
</TABLE>
17
<PAGE>
The following table and notes provide information on option grants to the
executive officers named in the Summary Compensation Table to whom grants were
made in fiscal year 1993.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS EMPLOYEES IN FISCAL BASE PRICE EXPIRATION ----------------------
NAME GRANTED(2) YEAR(3) PER SHARE DATE(2) 5% 10%
- ------------------------------- ----------- ------------------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert T. Rakich .............. 45,000 23.7% $ 6.25 2/12/2003 $ 176,877 $ 448,240
President and Chief Executive
Officer
Bernhard M. Koch .............. 25,000 13.2% 6.25 2/12/2003 98,265 249,022
Senior Vice President, Chief
Financial Officer, Treasurer
and Secretary
David L. Wilson, Jr. .......... 10,000 5.3% 6.875 5/3/2003 43,237 109,570
Senior Vice President and
Chief Investment Officer
<FN>
- ---------
(1) The dollar amounts under these columns are the result of calculations at
the 5% and 10% rates specified by the Securities and Exchange Commission
when the "Potential Realizable Value" alternative is used and are not
intended to be a forecast of the Company's stock price.
(2) Options are granted at market value on the date of the grant and are
exercisable in equal increments at the end of each of the three years
following the date of grant, except that the options granted to Mr. Rakich
are immediately exercisable, subject to the condition that no option may
be exercised earlier than six months, nor later than ten years, after the
date of the grant. All options granted to Messrs. Rakich, Koch and Wilson
were granted or amended in 1993 to include provisions pursuant to which
options granted to them which are not otherwise exercisable shall
immediately vest and become exercisable under certain conditions if,
within the eighteen-month period subsequent to a change of control of the
Company, such officer's employment by the Company is terminated by the
Company (other than for cause), or by the officer for good reason.
(3) The Company granted options representing 190,000 shares to employees
during 1993.
</TABLE>
18
<PAGE>
The following table and notes provide information on the stock options and
stock appreciation rights (SARs) unexercised at December 31, 1993, for the named
executive officers. There were no exercises of stock options or SARs by such
officers in 1993. See discussion at Note 2 in the table of Option Grants in Last
Fiscal Year above with respect to vesting and exercisability following a change
of control of the Company.
AGGREGATE OPTION/SARS EXERCISES IN
LAST FISCAL YEAR AND 1993 YEAR-END
OPTION/SARS VALUES
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SECURITITES SECURITITES VALUE OF VALUE OF
UNDERLYING UNDERLYING UNEXERCISED UNEXERCISED
UNEXERCISED UNEXERCISED IN-THE-MONEY IN-THE-MONEY
SARS AT OPTIONS AT SARS AT OPTIONS AT
12/31/93(#) 12/31/93(#) 12/31/93($)(2) 12/31/93($)(2)
-------------- -------------- -------------- --------------
EXERCISABLE(E)/ EXERCISABLE(E)/ EXERCISABLE(E)/ EXERCISABLE(E)/
NAME AND POSITION UNEXERCISABLE(U) UNEXERCISABLE(U) UNEXERCISABLE(U) UNEXERCISABLE(U)
- -------------------------------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Robert T. Rakich ..................... 349,044 E 50,555 E $1,948,478 E $102,699 E
President and Chief Executive 0 U 11,112 U 0 U 40,281 U
Officer
Bernhard M. Koch ..................... 16,046 E 55,405 E
Senior Vice President, Chief 38,000 U 101,125 U
Financial Officer, Treasurer and
Secretary(1)
David L. Wilson, Jr. ................. 5,000 E 15,625 E
Senior Vice President and Chief 20,000 U 43,750 U
Investment Officer
<FN>
- ---------
(1) In consideration of his surrender to the Company of unexercised options
with respect to 6,000 shares of LCC Common Stock, the Company paid to Mr.
Koch $37,375 in 1993, which amount is included under the heading "All
Other Compensation" in the Summary Compensation Table.
(2) The ultimate realization of value on the exercise of such SARs and options
is dependent upon the market price of LCC Common Stock at the time of
exercise. Calculations are based on the $8 1/8 closing price of LCC Common
Stock on the last day of the fiscal year.
</TABLE>
19
<PAGE>
STOCKHOLDER RETURN PERFORMANCE
Set forth below is a line graph comparing the five year cumulative total
return of the Company's common stock ("LQ") with that of the S&P 500 Life
Insurance Company index and the Russell 2000 index. The Russell 2000 represents
the smallest two-thirds of the 3,000 largest U.S. companies. The index is meant
to be representative of the performance of small capitalization companies,
similar to the Company, with a significant emphasis upon the financial services
business sector.
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
LQ................................... 100 91 52 54 107 141
S&P 500 LIFE......................... 100 156 127 181 241 243
RUSSELL 2000......................... 100 116 94 137 162 192
</TABLE>
20
<PAGE>
OTHER COMPENSATION
PENSION PROGRAMS. Except as described below, all employees, including
officers, of the Company and its wholly-owned subsidiaries, after completion of
one year of service and attainment of age 21, were previously covered by the
Laurentian Capital Corporation Retirement Plan (the "Former Retirement Plan").
The Former Retirement Plan was a qualified defined benefit pension plan
generally providing an annual pension beginning at age 65. In January 1993, the
Company filed a standard termination notice with the Pension Benefit Guaranty
Corporation (the "PBGC") for the purpose of terminating the Former Retirement
Plan. The Company ceased to accrue benefits for service cost thereunder as of
December 31, 1992, and all participants became vested at that date. Upon receipt
of a favorable determination on the filing by both the PBGC and the Internal
Revenue Service, the Company distributed the plan assets to vested participants
in accordance with PBGC established formulas. The distribution was in the form
of either a rollover to the Company defined contribution plan, a purchase of
non-participating annuity contract, or a lump sum payment. No named executive
officers received assets as part of the distribution of assets.
Effective January 1, 1993, the Company instituted a defined contribution
plan (the "Current Plan") which provides for contributions by the Company
ranging from 2-6% of the annual salary of eligible employees, with all amounts
contributed to the Current Plan being fully vested.
In 1990, the Company entered into a Deferred Compensation Agreement (the
"Agreement") with Robert T. Rakich, which provided him deferred benefits in lieu
of his participation in the Former Retirement Plan, which Agreement was amended
effective December 31, 1992 in order to continue benefit accrual in accordance
with the Former Retirement Plan. Under the Agreement, deferred amounts are
credited to a special account (the "Special Account"), which is a general
liability of the Company, rather than a separate fund. Amounts credited to the
Special Account vest, thereby becoming non-forfeitable, in accordance with a
schedule contained in the Agreement. In the event of voluntary termination of
employment with the Company, Mr. Rakich would be entitled to the portion of the
Special Account then vested; in the event of involuntary termination, all
amounts credited to the Special Account would immediately vest. The Agreement
also provides for vesting and payment of the amount credited to the Special
Account in the event of disability or death. Each year that Mr. Rakich is
employed by the Company, there is credited to the Special Account an amount
equal to that which the Company would have contributed to the Former Retirement
Plan if Mr. Rakich had been a participant therein, based on certain assumptions.
The Special Account is credited with interest at the prime rate.
In lieu of Mr. Koch's participation in the Former Retirement Plan during
certain prior years, and as reported in those years, amounts equal to those
otherwise payable to Mr. Koch's account under the retirement plan of the
Company's affiliate, Imperial (with which Mr. Koch was formerly
21
<PAGE>
employed), had been paid to the Imperial plan. The amounts so credited to the
Imperial plan for the period from May 1991 to December 1992, aggregating
$17,375, after taking into account tax effects, were repaid to Mr. Koch during
1993 due to restrictions on eligibility of Mr. Koch to participate in the
Imperial plan.
In lieu of Mr. Wilson's participation in the Former Retirement Plan and the
Current Plan through October 1993, Mr. Wilson received $3,000 during 1993.
Amounts paid or credited for the benefit of Messrs. Koch, Rakich and Wilson
are set forth in Note 3 to the Summary Compensation Table.
SAVINGS PLAN. Under the Laurentian Capital Savings Plan (the "Savings
Plan"), officers of the Company and other employees may contribute through
payroll deduction up to 15% of their base salary on a pre-tax basis, subject to
certain maximum amounts established by the Internal Revenue Service, pursuant to
Section 401(k) of the Internal Revenue Code, into a selection of investment
mutual funds and company common stock. The Company makes matching contributions
of 25% of the first six percent (6%) of pre-tax contributions and such amounts
become fully vested immediately. In addition, based upon the attained earnings
of the Company, an additional amount of up to 25% of the first six percent (6%)
of pre-tax contributions may be contributed by the Company. Amounts contributed
under the Savings Plan to the executive officers named on the Summary
Compensation Table are set forth in Note 3 thereto.
STOCK OPTION PLAN. Under the Stock Option Plan, options or SARs may be
granted, at the discretion of the Option Committee, to key management employees
of the Company and its subsidiaries, a group which includes approximately 15
persons. Information with respect to grants made to and values of unexercised
in-the-money awards held by certain executive officers under the Stock Option
Plan is set forth in the tables above.
CHANGE OF CONTROL ARRANGEMENTS. The Company has entered into Change of
Control Agreements with each of Messrs. Koch and Rakich which provide for
certain benefits in the event the employment of such executive is terminated in
connection with a Change of Control of the Company, as defined in such
Agreements. Pursuant to each agreement, if the executive's employment by the
Company is terminated within the eighteen-month period subsequent to a Change of
Control, either by the Company (other than for cause or for Retirement, as
defined therein) or by the executive for good reason as defined therein, the
executive will be paid an amount equal to eighteen times the highest monthly
base salary paid to such executive by the Company during the twelve-month period
ending before the Change of Control, plus a Prorated Bonus Payment based on the
amount which would have been payable to the executive for the full year in which
the termination of employment occurred if the executive had remained employed
for the full year. The Agreement also provides for continuing participation at
the executive's election in the Company's health and hospital plan for a period
of two years. Each Agreement also provides that the Company
22
<PAGE>
will pay legal fees and expenses incurred by the executive as a result of
termination, seeking to enforce the Agreement, or a tax audit or proceeding
attributable to application of certain provisions of the Internal Revenue Code
to payments for benefits under the Agreement, and that payments under the
Agreement are not reduced by any compensation earned by the executive as a
result of other employment after the date of termination.
As discussed in Note 2 to the table of Option Grants in Last Fiscal Year,
stock options granted to certain officers of the Company include provisions by
which such options become immediately exercisable under certain conditions in
the event of termination of employment within eighteen months after a Change of
Control.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Larrabee is currently obligated to Prairie under a mortgage loan made by
Sentinel Life Insurance Company ("Sentinel"), a former wholly-owned subsidiary
of Prairie, on March 27, 1979, in the original principal amount of $547,000. The
loan, which was entered into eight years prior to the Company's acquisition of
Sentinel, is for a term of 25 years and bears interest at the rate of 10% per
annum. The highest indebtedness on the loan during 1993 was approximately
$301,000; the current outstanding balance is approximately $285,000.
During 1993, the Company renewed a Management Services Agreement with The
Laurentian Group Corporation ("Group"). The Management Services Agreement
provides for Group's provision of certain management services to the Company,
and for payment to Group for such services and for reimbursement of certain
expenditures made by Group on behalf of the Company. Costs incurred associated
with the Management Services Agreement during 1993 totaled approximately
$179,000, and the Company estimates similar costs to be incurred in 1994 under a
similar agreement for the fiscal year 1994. In addition, during 1993 the Company
renewed an agreement ("Technology Agreement") with Laurentian Technology Inc.
("Technology"), an affiliate of Group, which provides for payments to Technology
for project coordination, new technology development and consultation services,
equipment and software purchasing benefits, and other services. Payments to
Technology under the Technology Agreement during 1993 totaled approximately
$29,000.
In connection with Mr. Arnold M. Snortland's retirement from Prairie on
December 31, 1992, Mr. Snortland agreed to provide consulting services for
Prairie for four years beginning January 1, 1993, and made certain other
undertakings for the benefit of Prairie. He will receive compensation for such
services at a rate of $3,750 per month during such period, with such amount
being payable to Mr. Snortland's estate in the event of his death prior to the
expiration of period. Mr. Snortland is a member of the Board of Directors who is
not standing for election.
23
<PAGE>
FINANCIAL STATEMENTS OF THE COMPANY
The Company's Annual Report to Stockholders for 1993 accompanies this Proxy
Statement. The Annual Report contains the Company's audited financial statements
and such financial statements are incorporated herein by reference.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1995 Annual
Meeting of Stockholders must be received by the Company, for possible inclusion
in the Company's proxy statement and form of proxy relating to that meeting, not
later than December 12, 1994. Any stockholder proposals should be made in
compliance with applicable legal requirements and be furnished to the Secretary
of the Company by certified mail, return receipt requested.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of Coopers & Lybrand, Certified Public Accountants, has been
selected to audit the financial statements of the Company and its subsidiaries
for the current fiscal year ending December 31, 1994. In addition to serving as
the Company's independent auditors for the current fiscal year, Coopers &
Lybrand served as independent auditors of the Company for the Company's most
recently completed fiscal year.
Representatives of Coopers & Lybrand are expected to be present at the
Annual Meeting of Stockholders and will have an opportunity to make a statement
if they desire to do so and to respond to appropriate questions.
COST OF SOLICITATION
The Company will bear all costs and expenses incurred in connection with
this solicitation of proxies. The costs of solicitation will include
reimbursement paid to brokerage firms and others for their expenses in
forwarding solicitation materials to their principals.
OTHER MATTERS
Management knows of no business which will be presented for action at the
meeting other than as set forth in this Proxy Statement, but if any other
matters properly come before the meeting, the persons named in the accompanying
proxy will vote such proxy on such matters in accordance with their best
judgment.
24
<PAGE>
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY; THEREFORE,
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE 1994 ANNUAL MEETING IN
PERSON ARE REQUESTED TO FILL IN, SIGN AND RETURN THE PROXY FORM AS SOON
AS POSSIBLE.
By Order of the Board of Directors
Bernhard M. Koch, Secretary
Wayne, Pennsylvania
April 11, 1994
25
<PAGE>
LAURENTIAN CAPITAL CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS, MAY 3, 1994
The undersigned stockholder of Laurentian Capital Corporation (the
"Company"), revoking previous proxies, acknowledges receipt of the Notice
of Annual Meeting of Stockholders dated April 11, 1994, and the accompanying
Proxy Statement, and hereby appoints Robert T. Rakich and Bernhard M. Koch and
each of them, the true and lawful attorneys and proxies of the undersigned,
with full power of substitution and revocation, to attend the Annual Meeting
of Stockholders of the Company to be held at the Four Seasons Hotel, 1 Logan
Square, Philadelphia, Pennsylvania 19103 on Tuesday, May 3, 1994 at 9:00 A.M.,
local time, and at any adjournment or adjournments thereof, with all powers
the undersigned would posseess if personally present. The undersigned authorizes
and instructs said proxies to vote all of the shares of stock of the Company
which the undersigned would be entitled to vote if personally present as
follows:
(Continued and to be SIGNED on the OTHER SIDE)
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO CONTRARY INSTRUCTION IS INDICATED,
THE VOTE OF THE UNDERSIGNED WILL BE CAST "FOR" THE ELECTION OF THE NOMINEES FOR
DIRECTORS NAMED HEREIN.
I. Election of Directors: Thomas E. Beach, Jared M. Billings, Stephen B.
Bonner, Claude Castonguay, Claude Gravel, Jack
Kinder, Jr., Robert D. Larrabee, Robert T. Rakich,
Humberto Santos, Michel Therien, Alan J. Zakon.
FOR WITHHOLD AUTHORITY
/ / / /
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
________________________________________________________________________________
II. In their discretion, said proxies are authorized to vote upon any other
business which may properly come before the Meeting.
FOR AGAINST ABSTAIN
/ / / / / /
NOTE: Your signature should appear as your name
appears hereon. When shares are held by joint
tenants, both should sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such. If a
corporation, please sign in full corporate name
by the President or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.
Dated: ___________________________________, 1994
________________________________________________
Signature
________________________________________________
Signature if held jointly
The Board of Directors requests that you fill
in, sign, date and return the proxy card
promptly using the enclosed envelope.
