<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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
THE AEGIS CONSUMER FUNDING GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A. (Fee eliminated effective October 7, 1996)
[ ] $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 (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.
<PAGE>
THE AEGIS CONSUMER FUNDING GROUP, INC.
JERSEY CITY, NEW JERSEY
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 12, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
Aegis Consumer Funding Group, Inc. (the "Company") will be held at the
offices of Kramer, Levin, Naftalis & Frankel, 919 Third Avenue, 41st Floor,
New York, New York 10022, on December 12, 1996 at 3:00 P.M., local time, for
the purpose of considering and acting upon the following:
1. The election of a Class 2 director to the Board of Directors.
2. Ratification of the selection by the Board of Directors of the Company
of Ernst & Young LLP as independent auditors for the Company for the
fiscal year ending June 30, 1997.
3. Any and all other matters that may properly come before the meeting
and any adjournment thereof.
The Board of Directors has fixed the close of business on October 29, 1996
as the record date for determining the stockholders entitled to notice of and
to vote at the meeting and any adjournment thereof. Only holders of record of
Common Stock of the Company at the close of business on such date will be
entitled to notice of or to vote at the meeting. Such stockholders may vote
in person or by proxy.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. HOWEVER, WHETHER OR NOT
YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE MARK, DATE AND SIGN
THE ENCLOSED PROXY CARD, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS
OF THE COMPANY, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors,
/s/ ANGELO R. APPIERTO
ANGELO R. APPIERTO,
Chief Executive Officer
Jersey City, New Jersey
October 31, 1996
<PAGE>
THE AEGIS CONSUMER FUNDING GROUP, INC.
525 WASHINGTON BOULEVARD
JERSEY CITY, NEW JERSEY 07310
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 12, 1996
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of proxies to be used at the 1997 Annual Meeting of
Stockholders of The Aegis Consumer Funding Group, Inc. (the "Company"), to be
held at the offices of Kramer, Levin, Naftalis & Frankel, 919 Third Avenue,
41st Floor, New York, New York 10022, on December 12, 1996 at 3:00 P.M.,
local time, and at any adjournments thereof. This Proxy Statement and the
accompanying proxy card are first being sent to stockholders of the Company
on or about October 31, 1996.
Any proxy delivered in the accompanying form may be revoked by the person
executing the proxy at any time, before the authority thereby granted is
exercised, (1) by notifying the Secretary of the Company in writing, or (2)
by attending the meeting and electing to vote in person. Any written notice
revoking a proxy should be sent to the Company to the attention of the
Secretary at 525 Washington Blvd., Jersey City, New Jersey 07310. Proxies
received in such form will be voted as therein set forth at the meeting or
any adjournment thereof, but if no instructions are given, such shares will
be voted (1) for the election as director of the member of the Board of
Directors named below, (2) for the ratification of the selection by the Board
of Directors of the Company of Ernst & Young LLP as independent auditors for
the Company for the fiscal year ending June 30, 1997, and (3) in the
discretion of the proxies named in the proxy card on any other proposals to
properly come before the meeting or any adjournment thereof.
RECORD DATE AND VOTING RIGHTS
The Board of Directors has selected the close of business on October 29,
1996 as the record date for determining the stockholders entitled to notice
of, and to vote at, the meeting or any adjournment thereof. The number of
shares of Common Stock of the Company outstanding on October 29, 1996 was
15,981,644. Stockholders present or represented and entitled to vote on any
matter at the meeting or any adjournment thereof will be entitled to one vote
on such matter for each share of Common Stock of the Company held by them as
of the record date. The holders of a majority of the shares of the Company's
Common Stock, present in person or by proxy at the Annual Meeting, constitute
a quorum for the transaction of business.
Directors are elected by a plurality of the votes cast by the holders of
the shares entitled to vote in the election of Directors at a meeting at
which a quorum is present. Provided a quorum is present, abstentions and
shares not voted are not taken into account in determining a plurality.
ELECTION OF DIRECTORS
The Bylaws of the Company provide for a number of Directors, as determined
from time to time by the Board of Directors of the Company. The Board of
Directors has set the number of Directors of the Company at five and the
Company's Board of Directors is divided into three classes. Directors of each
class are elected at the annual meeting of stockholders held in the year in
which the term for such class expires and will serve thereafter for a term of
three years. The term of Class 2 Directors expires at the 1997 Annual Meeting
of Stockholders. The terms of Class 3 and Class 1 Directors expires,
respectively, at the 1998 and 1999 Annual Meeting of Stockholders.
At the 1997 Annual Meeting of Stockholders, one Class 2 Director will be
elected to serve, subject to the provisions of the Bylaws of the Company, for
a three year term expiring at the 2000 Annual Meeting of Stockholders and
until his or her successor is duly elected and qualified. Gary D. Peiffer,
the
<PAGE>
sole Class 2 Director, is being proposed for re-election to serve until the
2000 Annual Meeting of Stockholders and until his successor is duly elected
and qualified. Gary D. Peiffer has served as Vice Chairman of the Board,
General Counsel and a Director of the Company since January 1994. It is the
intention of the persons named in the accompanying proxy to vote all proxies
solicited by the Board of Directors for Mr. Peiffer unless authority to vote
for such nominee is withheld by a stockholder in such stockholder's proxy. If
for any reason such nominee shall not become a candidate for election as a
Director at the meeting, an event not now anticipated, the proxies will be
voted for a nominee including such substitutes as shall be designated by the
Board of Directors. Proxies may not be voted for a greater number of persons
than are named. If the stockholders do not re-elect Mr. Peiffer to the Board
of Directors, the Board will attempt to locate a suitable replacement.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RE-ELECTION OF GARY D.
PEIFFER TO THE BOARD.
Gary D. Peiffer will be present at the Annual Meeting of Stockholders,
where he will be available to respond to appropriate questions, and, if
desired, make statements.
Affiliated Directors are not compensated for their services rendered
to the Company in their capacity as Director. Independent Directors receive
a $25,000 per year retainer, $3,000 plus expenses for attendance at Board
meetings and $1,500 plus expenses for attendance at Committee meetings held
on days other than those on which Board meetings are scheduled.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended June 30, 1996, the Board of Directors held
ten (10) meetings. In addition, the Compensation Committee and the Audit
Committee each held two (2) meetings. Each of the then-current directors of
the Company attended all of the meetings of the Board of Directors and each
director serving on a committee attended all the meetings of such committee
upon which each director served.
The Compensation Committee, which currently consists of Felice Cutler,
Carl Frischling and Paul Fitzpatrick, is responsible for reviewing all
compensation agreements and arrangements for officers of the Company,
including annual incentive awards, and is responsible for administering the
Company's 1994 Stock Option Plan as amended and 1996 Stock Option Plan as
amended. The Audit Committee, which currently consists of Felice Cutler, Carl
Frischling and Paul Fitzpatrick, is responsible for recommending to the Board
of Directors the engagement of the independent auditors of the Company and
reviewing with the independent auditors the scope and results of the audits,
the internal accounting controls of the Company, audit practices and the
professional services furnished by the independent auditors.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The directors and executive officers of the Company and their respective
ages and positions with the Company are set forth in the following table.
<TABLE>
<CAPTION>
NAME AGE POSITION
- - ------------------- ----- ---------------------------------------------
<S> <C> <C>
Angelo R. Appierto 44 Chairman of the Board and Chief Executive
Officer
Gary D. Peiffer ... 45 Vice Chairman of the Board and General
Counsel
Joseph F. Battiato 41 President
Dina L. Penepent .. 35 Executive Vice President, Chief Financial
Officer and Secretary
Jorge G. Rios ...... 36 Executive Vice President --National Sales
Manager
Ira Platt .......... 33 Executive Vice President --Strategic Planning
Felice R. Cutler .. 59 Director
Carl Frischling ... 59 Director
Paul D. Fitzpatrick 43 Director
</TABLE>
2
<PAGE>
MR. APPIERTO joined the Company in 1992. Mr. Appierto has served as
Chairman of the Board, Chief Executive Officer and a director of the Company
since March 1994, and served as President of the Company from July 1993 until
May 1995. He previously served as Chief Financial Officer of the Company from
May 1992 through February 1994. Prior to joining the Company, Mr. Appierto
was a trader and Senior Vice President at CS First Boston, an investment
bank, from December 1991 through May 1992, and a partner and Chief Financial
Officer at FB Tech Joint Venture, an affiliate of CS First Boston and of Tech
Partners, a proprietary securities trading firm, from April 1990 through
November 1991.
MR. PEIFFER has served as Vice Chairman of the Board, General Counsel and
a director of the Company since January 1994. Prior to joining the Company,
Mr. Peiffer was a senior partner at the law firm of Jeffer, Hopkinson, Vogel,
Coomber & Peiffer from January 1983 through December 1993. Mr. Peiffer also
serves as a director of Ragar Corp., a publicly traded carpet and floor
covering retailer.
MR. BATTIATO has served as President of the Company since May 1995 and
served as an Executive Vice President and head of the Consumer Finance
Division of the Company from January 1991 until May 1995. Prior to joining
the Company, Mr. Battiato served in several positions relating to mortgage
trading: he was a Principal at Morgan Stanley & Co., Incorporated, an
investment bank, from January 1990 through December 1990, and from June 1988
through December 1989, he was a Vice President at Donaldson, Lufkin &
Jenrette, an investment bank. From 1986 to 1988, Mr. Battiato was a Senior
Vice President and Manager of mortgage-backed securities at Dean Witter
Reynolds. From 1973 to 1986, Mr. Battiato was associated with Goldman, Sachs
& Co., an investment bank, as a senior financial analyst and senior trader of
mortgage-backed securities.
MS. PENEPENT has served as Chief Financial Officer and Executive Vice
President of the Company since March 1994, and as Secretary of the Company
since October 1993. From July 1992 through February 1994, she was Controller
and Vice President of the Company. Before joining the Company, Ms. Penepent,
a certified public accountant, was a Manager in the audit and accounting
practice at BDO Seidman, certified public accountants, from January 1989
through July 1992.
MR. RIOS has served as Executive Vice President-National Sales Manager of
the Company since July 1994. From January 1994 until July 1994, Mr. Rios was
President of the National Financing and Leasing Corporation, a finance
company. From September 1993 until December 1993, Mr. Rios was a sales
representative of the Company. From 1982 until September 1993, Mr. Rios
worked in six separate automobile dealerships in positions ranging from
salesman and sales manager to finance and insurance manager. From January
1991 until August 1991, Mr. Rios served as President of Interstate Associates,
a distributor of automobile anti-theft devices.
MR. PLATT has served as Executive Vice President, Strategic Planning since
July 1996. Previously, Mr. Platt had been responsible for managing the
Company's investment banking activities as they relate to structured finance.
Immediately prior to joining the Company in 1991, Mr. Platt obtained his
Masters of Business Administration degree from Duke University's Fuqua School
of Business. From August 1989 to June 1991, Mr. Platt was a Senior Systems
Analyst in the International Information Systems Division of CS First Boston.
MS. CUTLER has served as a director of the Company since February 1996.
Ms. Cutler has served as the Managing Partner of the law firm of Cutler and
Cutler since 1966. From 1960 through 1966, Ms. Cutler was a Deputy Attorney
General of the State of California. Ms. Cutler serves as a Trustee of Astra
Institutional Trust and Astra Institutional Securities Trust. Ms. Cutler was
initially appointed as a director in February 1996 in connection with the
Whitehall Transfer and was elected to serve a three year term at the 1996
Annual Meeting of Stockholders in June 1996.
MR. FRISCHLING has served as a director of the Company since February
1996. Mr. Frischling has served as a senior partner of the law firm of
Kramer, Levin, Naftalis & Frankel from September 1994 to present. From
September 1992 to August 1994, Mr. Frischling was a senior partner of the
law firm of Reid & Priest. From 1979 to August 1992, Mr. Frischling was a
senior partner of the law firm of Spengler Carlson Gubar Brodsky & Frischling.
He also serves as a director of the AIM Funds, ERD Waste Corp. and the Lazard
Funds. Mr. Frischling was appointed as a director in connection with the
Whitehall Transfer in February 1996 to serve a two year term.
3
<PAGE>
MR. FITZPATRICK has served as a director of the Company since June 1996.
Mr. Fitzpatrick has served in various capacities at Deutsche Bank AG New York
Branch since 1979, including as Vice President/ Credit Risk Manager from
October 1995 to present; as Senior Credit Officer Private Banking from July
1994 to September 1995; and as Vice President/Credit Administration from
January 1979 to June 1994. Mr. Fitzpatrick was nominated in connection with
the Whitehall transfer and elected as a director to serve a three year term
at the 1996 Annual Meeting of Stockholders in June 1996.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation paid by the Company,
as well as certain other compensation paid or accrued, for the fiscal years
ended June 30, 1994, 1995 and 1996 to Angelo R. Appierto, the Company's
Chairman of the Board and Chief Executive Officer, and the other four most
highly compensated executive officers of the Company who were serving as
executive officers at the end of the last completed fiscal year (the "Named
Executive Officers"):
Summary Compensation Table
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
---------------------------------- -------------
AWARDS
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
FISCAL COMPEN- # OPTIONS/ COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION # SARS SATION(3)
<S> <C> <C> <C> <C> <C> <C>
- - ---------------------------- -------- ---------- ----------- --------------------- ------------
Angelo R. Appierto .......... 1994 $216,667 $ -- -- -- $ --
Chief Executive Officer and 1995 240,500 -- -- 75,000 --
Chairman of the Board 1996 295,333 1,006,732 -- 100,000 4,750
Gary D. Peiffer ............. 1994 125,333 -- -- -- --
General Counsel, 1995 240,500 -- -- 75,000 --
Vice Chairman of the Board 1996 295,333 604,039 -- 100,000 4,750
Joseph F. Battiato .......... 1994 182,763 61,980 50,000(1) -- --
President 1995 171,750 -- -- 150,000 --
1996 212,000 381,346 -- 185,000 4,750
Matthew B. Burns ............ 1994 155,500 20,830 -- --
Executive Vice President 1995 167,330 -- -- --
1996 150,000 110,000 -- --
Jorge G. Rios (2) ........... 1994 13,765 -- -- --
Executive Vice President, 1995 95,833 266,860 -- 175,000 248,490 (4)
National Sales Manager 1996 112,000 963,625 -- 80,000 4,750
</TABLE>
- - ------------
(1) Reflects consulting fees paid in fiscal year 1994 to Interstate
Associates Ltd., a company wholly owned by Mr. Battiato.
(2) Mr. Rios was employed by the Company for four months in the
fiscal year ended June 30, 1994.
(3) For fiscal year 1996 amounts reflect Company contributions to the
Company's 401K Plan.
(4) Reflects amounts paid to the National Financing and Leasing
Corporation ("NFL"), an entity controlled by Mr. Rios, in connection
with the purchase of certain sales territories where NFL held
exclusive rights to act as the Company's independent marketing
broker.
4
<PAGE>
OPTION GRANTS IN FISCAL YEAR 1996
The following options were granted to the Named Executive Officers during
fiscal year 1996 under The Aegis Consumer Funding Group, Inc. 1994 Stock
Option Plan, As Amended, and The Aegis Consumer Funding Group, Inc. 1996
Stock Option Plan, as Amended. Mr. Burns was not granted any options in
fiscal year 1996 under either the 1994 Stock Option Plan, as Amended, or
the 1996 Stock Option Plan, as Amended.
<TABLE>
<CAPTION>
POTENTIAL REALIZED
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
-------------------------------------------------------- -----------------------
NUMBER OF
SECURITIES % OF TOTAL EXERCISE
UNDERLYING OPTIONS GRANTED PRICE PER
OPTIONS TO EMPLOYEES IN SHARE EXPIRATION
NAME GRANTED (#) FISCAL YEAR (%) ($/SH) DATE 5%($) 10%($)
- - ------------------- ------------ --------------- ----------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Angelo R. Appierto 75,000 9.5% $ 8.37 10/10/04 $346,096 $ 852,452
25,000 3.2 5.375 6/30/05 74,085 182,474
Gary D. Peiffer ... 75,000 9.5 8.37 10/10/04 346,096 852,452
25,000 3.2 5.375 6/30/05 74,085 182,474
Joseph F. Battiato 150,000 19.1 8.37 10/10/04 692,193 1,704,903
35,000 4.5 5.375 6/30/05 103,719 255,464
Jorge G. Rios ...... 30,000 3.8 8.37 10/10/04 138,439 340,981
50,000 6.4 5.375 6/30/05 148,169 364,948
</TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1996 AND 1996
FISCAL YEAR-END OPTION VALUES
The table below sets forth information relating to the exercise of options
during fiscal year 1996 by each Named Executive Officer and the fiscal
year-end value of unexercised options.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT FISCAL
SHARES AT FISCAL YEAR END YEAR END ($)
ACQUIRED ON VALUE (#) EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- - ------------------- ------------ ------------ -------------------- -----------------
<S> <C> <C> <C> <C>
Angelo R. Appierto -- -- 150,000/25,000 $0/$0
Gary D. Peiffer ... -- -- 150,000/25,000 0/0
Joseph F. Battiato -- -- 300,000/35,000 0/0
Jorge G. Rios ...... -- -- 130,000/50,000 0/0
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has employment agreements with each of the Named Executive
Officers. Mr. Appierto's, Mr. Peiffer's and Mr Battiato's agreements are each
for a term of five years commencing March 1, 1994, Mr. Rios' agreement is for
a term of three years commencing July 1, 1994. Mr. Appierto's and Mr.
Peiffer's agreements provide for a base salary of $250,000 in the first year,
$275,000 in the second year, $300,000 in the third year and $350,000 in the
fourth and fifth years. Mr. Battiato's agreement provides for a base salary
of $175,000 during the first year and $200,000 per year thereafter. Mr. Rios'
agreement provides for a base salary of $100,000 for each year of the term
which was amended to $150,000 effective July 1, 1996. Mr. Rios is entitled to
a bonus based on production volumes of $25 per finance contract acquired or
lease originated less finance contracts or leases which have defaulted.
Each of the
5
<PAGE>
agreements (other than Mr. Rios' agreement) provides for an annual bonus
based on the net pre-tax income (as defined therein) of the Company.
Mr. Appierto is entitled to a bonus ranging from 1% of net pre-tax income,
if such net pre-tax income is less than $1 million, to 5% of net pre-tax
income if such net pre-tax income is in excess of $10 million. Mr. Peiffer
is entitled to a bonus of 2% of net pre-tax income, if such net pre-tax
income is in excess of $5 million, and 3% of net pre-tax income, if such
net pre-tax income is in excess of $10 million. Mr. Battiato is entitled to
a bonus ranging from 4% of the first $1 million of net pre-tax income down
to $280,000 plus 1% of net pre-tax income in excess of $10 million.
Notwithstanding the foregoing, for the fiscal year ended June 30, 1996, the
executive officers each deferred bonuses (in the aggregate amount of
$611,000) due them pursuant to their respective employment agreements. For
purposes of the above, net pre-tax income of the Company is generally such
amount as is indicated in its financial statements and calculated in
accordance with generally accepted accounting principles after adding
management consulting fees and without giving effect to the bonus for the
relevant executive officer. Mr. Appierto's, Mr. Peiffer's and Mr. Battiato's
agreements further provide that in the event of a change in control (defined
generally to mean a change in control that would be reported as such in
reports filed with the SEC, the acquisition of beneficial ownership of 25% of
the Company's voting securities by an individual or group other than the
stockholders of the Company prior to the Company's initial public offering or
a majority change in the composition of the Company's Board of Directors not
approved by the current directors or their chosen successors) of the Company,
each such officer is entitled to a payment up to 2.99 times his base amount
as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"). Each employment agreement provides that each executive
shall be entitled to the full unpaid balance, in a single lump sum in the
case of Mr. Appierto and Mr. Peiffer, of his respective base salary for the
remainder of the term in the event his employment is terminated by the
Company other than for cause (defined generally to mean conviction of a
felony or willful failure to follow written directions of the Board of
Directors), death or disability, or by such executive except for good reason
(defined generally to mean a reduction in the executive officer's
responsibilities, title, offices or compensation). Mr. Appierto's, Mr.
Battiato's and Mr. Peiffer's employment agreements further provide that, in
the event that for any reason (other than by the Company for cause or by the
executive other than for good reason) their employment agreements are not
renewed or extended on or before March 1, 1999 for a period of at least five
years commencing March 1, 1999 upon the same terms and conditions and
containing the same compensation and bonus provisions to be effective under
their respective employment agreements for the twelve month period ending
March 1, 1999, the Company shall pay to the executive a termination fee in an
amount equal to two times the sum of the executive's base annual compensation
in effect for the twelve months immediately preceding the expiration of the
then current term of their employment agreement plus the amount of all
bonuses paid or payable to the officer pursuant to the terms of the
employment agreement with respect to the same twelve month period. In
addition, the Board of Directors has approved an amendment to Mr. Appierto's,
Mr. Battiato's and Mr. Peiffer's employment agreements which would compensate
them at the rate of $350,000 per year times the number of years remaining
under their contracts for future lost bonuses in the event their employment
is terminated prior to March 1, 1999 (except where terminated by the Company
for cause (as defined herein) or by the executive without good reason (as
defined)), including the death or disability of the executive. All employment
agreements contain provisions protecting the confidentiality of information
concerning the Company's business, and do not limit the ability of such
officers to compete with the Company after the conclusion of their respective
terms. In addition, each of such employment agreements provides for certain
insurance and other benefits to the executives party thereto.
In April 1996, Mr. Appierto, Mr. Peiffer and Mr. Battiato each entered
into an agreement with the Company with respect to the Whitehall Transfer
discussed under "Change in Control." Each such executive agreed that the
Whitehall Transfer shall not constitute a change in control for purposes of
their employment agreements and no payment shall be deemed owed to the
executive by the Company as a result thereof unless and until such executive
shall voluntarily terminate his employment prior to June 30, 1996 or the
Company shall terminate such executive's employment without cause on or
before June 30, 1997.
Mr. Burns entered into an agreement with the Company in October 1995 to
serve as Executive Vice President --Systems and Systems Development. Pursuant
to the agreement, Mr. Burns gave up the right
6
<PAGE>
to any bonuses he might be entitled to under a previous employment agreement
with the Company for finance contracts acquired or leases originated by the
Company after July 1, 1995 in exchange for payment by the Company of $110,000.
Under this agreement, Mr. Burns was entitled to a salary of $150,000 for each
year of the term. On September 18, 1996, Mr. Burns' employment with the Company
terminated and Mr. Burns entered into an employment agreement to serve as
Chairman and Chief Executive Officer of Systems & Services Technologies, Inc., a
newly formed wholly owned subsidiary of the Company ("SST"), for a term of five
years, subject to extension or reduction in accordance with the terms of the
agreement. Mr. Burn's agreement provides for a base salary of $150,000, subject
to adjustment after June 30, 1997 based upon certain performance targets, and a
bonus of (i) for the first two years, the greater of $50,000 and 3.33% of SST's
Net Pre-Tax Income (as defined therein) in each year it equals or exceeds
Performance Targets (as defined therein) and (ii) thereafter, 3.33% of Net Pre-
Tax Income in each year it equals or exceeds Performance Targets. Mr. Burn's
agreement contains provisions protecting the confidentiality of information
concerning SST's business, but does not limit the ability of Mr. Burns to
compete with SST after the conclusion of its term.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company (the
"Committee") reviews and approves the salaries and bonuses of the executive
officers of the Company, as well as all grants of options to purchase shares
of Common Stock.
OBJECTIVES
The Committee's primary objective is to attract and retain the most highly
qualified executive officers and to insure that their compensation structure
aligns their interests with those of the stockholders of the Company.
Although the current employment agreements were entered into by the Company
and the respective executive officers prior to the formation of the
Committee, the Committee is charged with the responsibility of reviewing and
approving compensation structures in future employment agreements, whether
with the current executive officers as their employment agreements expire, or
with new executive officers.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with certain of its
executive officers. The Committee has considered the advisability of using
employment agreements and has determined that their use is in the best
interest of the Company because it facilitates the Company's ability to
attract and retain the services of highly qualified executive officers. The
Committee has observed that the use of employment agreements by the Company
has provided stability to the Company's team of executive officers, and the
Committee has determined that the practice of using employment agreements to
retain the services of such senior executive officers should continue in the
future.
COMPONENTS OF EXECUTIVE COMPENSATION
The Company's executive compensation program consists of cash and equity
compensation components.
CASH COMPENSATION
Cash compensation is comprised of base salary and annual cash incentive
bonuses. Each of the Named Executive Officers of the Company had employment
agreements with the Company during the past fiscal year which were in place at
the time the Committee was established, and, therefore, their respective cash
compensation levels are subject to the provisions of such employment
agreements.
7
<PAGE>
See "Employment Agreements" for details regarding the terms and conditions of
the Company's current employment agreements with its Named Executive Officers.
The Company offers each of its executive officers an opportunity to earn
additional cash compensation in the form of annual bonuses that are awarded
if the Company attains specified performance goals. The Committee also believes
that it is appropriate that the Company's executive officers receive lower
compensation when the Company does not attain its specified performance goals
and higher compensation when the Company attains such goals.
Generally, annual bonus amounts are determined pursuant to terms provided
in employment agreements. The performance goals relating to such bonuses for
the fiscal year ending 1996 were measured in terms of an annual bonus based
on the net pre-tax income as reported by the Company's auditors, Ernst &
Young LLP. Bonuses that were paid to respective executive officers are
disclosed in the bonus column of the Summary Compensation Table. The Company
met its performance goals and, accordingly, bonuses were awarded at the targeted
amount pursuant to the employment agreements.
Equity compensation is comprised of stock options. Stock option grants
reflect the Committee's desire to provide a meaningful equity incentive for
the executive to have the Company prosper over the long term. Given the
Company's present cash position, The Committee expects options to become a
more significant component of the executive compensation arrangements of
the Company in the future.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Appierto's agreement provides for a base salary of $250,000 in the
first year, $275,000 in the second year, $300,000 in the third year and
$350,000 in the fourth and fifth years. Mr. Appierto is entitled to a bonus
ranging from 1% of net pre-tax income, if such net pre-tax income is less
than $1 million, to 5% of net pre-tax income if such net pre-tax income is in
excess of $10 million. The Company met its performance goals and,
accordingly, bonuses were awarded at the targeted amount.
DEDUCTIBILITY OF COMPENSATION
Section 162(m) of the Code generally limits to $1,000,000 the Company's
federal income tax deduction for compensation paid in any year to its
executive officers, to the extent such compensation is not "performance
based" within the meaning of Section 162(m). The Committee will, in general,
seek to qualify compensation paid to its executive officers for deductibility
under Section 162(m).
During the next fiscal year the Committee will continue to review the
compensation objectives and structure of the Company and implement such changes
as it deems appropriate.
Felice Cutler
Paul Fitzpatrick
Carl Frischling
8
<PAGE>
STOCKHOLDER PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative shareholder return on
the Company's Common Stock against the cumulative return for the NASDAQ
Combined Composite Index and the NASDAQ Combined Financial Index for the
period July 1, 1995 to June 30, 1996 (the Company's fiscal year). The
Company's share price is included in the calculation of both of these
indices. The graph below provides quarterly price performance analysis assuming
that $100 was invested in the Company's Common Stock and the stocks underlying
each of the indices on July 1, 1995 and the graph assumes that dividends were
reinvested for all companies where applicable.
<TABLE>
<CAPTION>
COMPARATIVE RETURN TABLE
Quarter ended Quarter ended Quarter ended Quarter ended Quarter ended
06/30/95 09/30/95 12/31/95 03/31/96 06/30/96
<S> <C> <C> <C> <C> <C>
Aegis Consumer Funding Group, Inc. $119.23 $103.23 $90.32 $80.65 $69.35
NASDAQ Combined Composite Index $114.46 $128.18 $129.43 $135.61 $146.01
NASDAQ Combined Financial Index $110.55 $126.13 $134.38 $140.66 $142.40
</TABLE>
9
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND OF MANAGEMENT
The following table sets forth certain information as of the Record date,
based on information obtained from the persons named below or from Schedule
13Ds filed with the Securities and Exchange Commission, with respect to the
beneficial ownership of shares of Common Stock by (i) each person known by
the Company to be the beneficial owner of more than 5% of the outstanding
shares of Common Stock, (ii) each director and Named Executive Officer of the
Company and (iii) all of the Company's Named Executive Officers and directors
as a group.
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENTAGE OF
BENEFICIALLY OUTSTANDING
NAME AND ADDRESS (1) OWNED COMMON STOCK
- - ---------------------------------------------- -------------- ---------------
<S> <C> <C>
Gary Winnick(2) ...............................
c/o PCG Management, Inc. 3,015,341 18.6%
150 El Camino Drive, Suite 204
Beverly Hills, CA 90212 ......................
Robert I. Weingarten(3) .......................
1999 Avenue of the Stars, Suite 2350 1,732,618 10.7
Los Angeles, CA 90067
Palomba Weingarten(3)(4) ......................
c/o Atlas Holdings Group, Inc. 1,678,577 10.4
9595 Wilshire Boulevard
Beverly Hills, CA 90212 .....................
Angelo R. Appierto (5)(6) ..................... 656,437 4.2
Gary D. Peiffer (5)(7) ........................ 429,314 2.8
Joseph F. Battiato (5)(8) ..................... 635,000 4.1
Matthew B. Burns (5) .......................... 20,000 *
Jorge G. Rios(5)(9) ........................... 130,000 1.1
Felice R. Cutler(5)(10) ....................... 5,831 *
Carl Frischling(5)(11) ........................ 18,831 *
Paul D. Fitzpatrick(5)(10) .................... 4,165 *
All Named Executive Officers and directors as
a group (8 persons) (12) ..................... 2,102,383 18.3
</TABLE>
- - ------------
* Less than 1%
(1) Unless otherwise noted, the Company believes that all persons named in
the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them. Each beneficial
owner's percentage ownership is determined by assuming that convertible
securities, options or warrants that are held by such person (but not
those held by any other person) and which are exercisable within 60
days of the record date have been exercised.
(2) Such shares are owned by PCG Management, Inc., an entity of which Gary
Winnick is the Chairman of the Board, Chief Executive Officer and sole
stockholder.
(footnotes continued on next page)
10
<PAGE>
(3) Robert I. Weingarten and Palomba Weingarten are married to each
other. Shareholdings for Mr. Weingarten and Mrs. Weingarten each
reflect individual ownership and each disclaims beneficial ownership
of stock held by the other.
(4) Such shares are owned by Atlas Holdings Group, Inc., an entity of
which Palomba Weingarten is the Chief Executive Officer, sole
director and principal stockholder.
(5) Addresses are c/o The Aegis Consumer Funding Group, Inc., 525
Washington Blvd., Jersey City, New Jersey 07310.
(6) Includes (i) 50,000 shares held by the Appierto Irrevocable Family
Trust (as to which shares Mr. Appierto disclaims beneficial
ownership) and (ii) 150,000 shares subject to stock options which are
immediately exercisable. In addition, Mr. Appierto has options to
purchase 25,000 shares which will vest in equal parts over the next
three years.
(7) Includes 150,000 shares subject to stock options which are
immediately exercisable. In addition, Mr. Peiffer has options to
purchase 25,000 shares which will vest in equal parts over the next
three years. 279,314 shares directly are held by Suzanne C. Peiffer,
Mr. Peiffer's wife. Mr. Peiffer disclaims beneficial ownership of
such shares.
(8) Includes 300,000 shares subject to stock options which are
immediately exercisable. In addition, Mr. Battiato has options to
purchase 35,000 shares which will vest in equal parts over the next
three years.
(9) Includes 130,000 shares subject to stock options which are
immediately exercisable. In addition, Mr. Rios has options to
purchase 50,000 shares which will vest in equal parts over the next
three years.
(10) Shares are subject to stock options. In addition, Ms. Cutler and Mr.
Fitzpatrick will each receive options to purchase 833 shares per
month for the remainder of their respective term as director. Such
shares are immediately exercisable upon vesting.
(11) Includes 5,831 shares subject to stock options. In addition, Mr.
Frischling will receive options to purchase 833 shares per month for
the remainder of his term as a director. Such shares are immediately
exercisable upon vesting.
(12) See footnotes (6) through (11).
CHANGE IN CONTROL
On February 20, 1996, the Company received a copy of a Schedule 13D (the
"Schedule 13D") filed with the Securities and Exchange Commission by
Whitehall Financial Group, Inc. ("Whitehall"), Robert I. Weingarten, Gerry R.
Ginsberg, Ilene S. Weingarten, Philip A. Fitzpatrick, Rita C. Villa, Atlas
Holdings Group, Inc. ("Atlas"), Palomba Weingarten, PCG Management, Inc.
("PCG"), and Gary Winnick relating to the beneficial ownership of 7,497,701
shares of Common Stock by virtue of an option to acquire such Common Stock
obtained by such persons and entities from The Bennett Funding Group, Inc.
("Bennett Funding") and Bennett Management and Development Corp. ("Bennett
Management" and together with Bennett Funding, "Bennett"). The Schedule 13D
indicated that the option price was $9.5 million, which amount was payable in
cash or by offsetting amounts due from Bennett pursuant to certain promissory
notes (the "Loans"). As indicated in various amendments filed to the Schedule
13D, on February 22, 1996, Whitehall, Atlas and PCG notified Bennett that the
option would become exercisable April 23, 1996. On February 23, 1996,
pursuant to the terms of the Loans, Whitehall, Atlas and PCG demanded payment
of all principal and accrued interest of the Loans. No portion of the amounts
owed was paid. On March 15, 1996, Whitehall, Atlas and PCG acquired at a
trustee's sale the 7,497,701 shares of Common Stock pledged to secure the
Loans (the "Whitehall Transfer"). Following such trustee's sale, Whitehall,
Atlas and PCG directed that the shares be transferred to the following
persons: Atlas; PCG; Robert I. Weingarten; Gerry R. Ginsberg; Ilene S.
Weingarten; Philip A. Fitzpatrick; and Rita C. Villa. As of the date hereof,
such investors beneficially own in the aggregate approximately 43.5% of the
outstanding Common Stock of the Company. See "Security Ownership of Certain
Beneficial Owners and of Management."
11
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH OFFICERS AND DIRECTORS OF THE COMPANY
In August 1995, in connection with the termination of his employment, the
Company loaned Mr. Robert Nelson, formerly Executive Vice President
- - --Marketing and Product Development for the Company, $200,000 to be repaid by
August 31, 1996. As of the date hereof, no principal or interest has been
repaid. Mr. Nelson's employment terminated effective August 31, 1995.
The Company entered into a Loan and Security Agreement dated as of
November 7, 1995 with Beckett Reserve Fund, L.L.P. ("Beckett"), a company
controlled by Mr. Kenneth Kasarjian, a director of the Company at that time.
The Loan and Security Agreement provided up to $1 million on a revolving
credit basis for working capital and to finance the purchase of finance
contracts. The Company borrowed $1 million at a rate of 12% per annum. All
amounts due have been repaid. The Loan and Security Agreement terminated by
its terms as of March 15, 1996. In connection with the loan, the Company
issued to Beckett warrants to purchase 15,000 shares of Common Stock at an
exercise price of $7.9375 per share, subject to adjustment, exercisable at
any time from November 17, 1996 to November 16, 2000.
In April 1996, in connection with the modification of his employment
agreement in connection with the Whitehall Transfer discussed under "Change
in Control", the Company advanced Mr. Battiato $125,000. Such advance is
repayable solely as an offset against any bonus due Mr. Battiato for the
fiscal year ended June 30, 1997 or any change in control payments under his
employment agreement; provided, however, that in the event Mr. Battiato's
employment is terminated prior to the date such bonus is payable by the
Company for cause or by Mr. Battiato without good reason, such advance will
thereafter become a full recourse loan bearing interest at 7% per annum and
due on or before the first to occur of (i) the date a change of control
payment becomes due, if any, or (ii) September 1, 1997.
On November 15, 1994, the Company loaned Matthew B. Burns, an Executive
Vice President of the Company and currently the Chairman and Chief Executive
Officer of SST, $100,000 with interest payable thereon of $10,000. In
connection with the termination of his employment by the Company and
appointment as Chairman and Chief Executive Officer of SST in September 1996,
the Company has agreed to forgive $20,000 of the principal amount due and Mr.
Burns has repaid in full the remaining $90,000 of principal and interest
outstanding under the obligation.
RELATIONSHIPS AND RELATED TRANSACTIONS WITH PRINCIPAL STOCKHOLDERS OF THE
COMPANY
On March 28, 1996, (i) the SEC filed a civil complaint in the United
States District Court for the Southern District of New York against Bennett
Management and Development Corp. ("Bennett Management"), Bennett Funding
Group, Inc. ("Bennett Funding"), Bennett Receivables Corporation, Bennett
Receivables Corporation II and Patrick R. Bennett (No. 96 Civ. 2237 (JES)),
alleging numerous violations of the anti-fraud provisions of the federal
securities laws based in part on allegations of sales of fictitious leveraged
leases, fraudulent misrepresentations to investors in private placements of
debt securities and misappropriation of corporate assets and (ii) the United
States Attorney for the Southern District of New York filed a criminal
complaint in the court against Patrick Bennett alleging criminal violations
of the anti-fraud provisions of the federal securities laws and perjury. In
addition, on May 2, 1996, a purported class action lawsuit on behalf of
Josephine Thornton and other individuals was filed in the New York Supreme
Court for New York County against Bennett Finance Inc. and various other
persons and entities alleged to have been affiliated with or employed by
Bennett Funding and Bennett Management. Other entities, including the
Company, were named as defendants in the lawsuit because they were allegedly
alter egos and agents for Patrick Bennett, Michael Bennett, their parents and
certain other named individual defendants. It is further alleged that, as
such alter egos and agents, the corporate defendants, including the Company,
engaged in common law fraud, negligence misrepresentation, deceptive acts or
practices, sales of unregistered securities and breaches of fiduciary duties
in connection with the financing activities of Bennett Funding and Bennett
Management. Plaintiffs in this action seek
12
<PAGE>
an accounting, unspecified compensatory and punitive damages, injunctive
relief, attorneys' fees and such other relief as the court deems appropriate.
The Company believes that the allegations as to it set forth in the purported
class action complaint are totally without merit and intends to defend the
matter vigorously.
Certain of these Bennett entities were formerly principal stockholders of
the Company and sold their shares of Common Stock in the Company in
connection with the Whitehall Transfer discussed under "Change in Control."
Neither Patrick nor Michael Bennett was ever an officer or director of the
Company, and the Company's business has been operated entirely independently
of Bennett Management and Bennett Funding. In addition, all of the Common
Stock initially acquired by the Bennetts and their affiliated companies was
contributed to a partnership over which Mr. Gary Peiffer, Vice Chairman and
General Counsel of the Company, had sole voting power with respect to all
shares, and in February 1995, the Bennetts and affiliates granted an
irrevocable proxy to vote all shares of Common Stock beneficially owned by
them on all matters to the members of the Company's board of directors not
affiliated with the Bennetts. No significant amounts remain due and owing to
the Bennetts or their affiliates from the Company.
On March 31, 1996, the Company entered into an agreement with Whitehall
Financial Group, Inc. ("Whitehall"), which subsequently became a significant
stockholder of the Company (the "Consulting Agreement") whereby Whitehall was
engaged to provide consulting services to the Company relating to operations,
management, financing and marketing. The Consulting Agreement expires on
February 5, 1997, is renewable for a one-year term and provides for an annual
fee to Whitehall of $300,000 (subject to adjustment in certain circumstances)
plus reasonable and necessary expenses. Under the terms of the agreement, the
Company has paid $315,500 including out of pocket expenses of $15,500.
Whitehall recommended that Carl Frischling, Felice Cutler and Paul
Fitzpatrick be named to the Company's Board of Directors. See "Directors and
Executive Officers of the Company" and "Change in Control."
COMPLIANCE WITH SECTION 16(A) OF SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that
officers, directors and holders of more than 10% of the Company's Common
Stock file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of equity securities of the
Company. Executive officers, Directors and greater than 10% stockholders of
the Company are required to furnish the Company copies of all such reports
they file. To the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company during the fiscal year ended June
30, 1996, all Section 16(a) filing requirements applicable to its executive
officers, Directors and greater than 10% stockholders were complied with.
SELECTION OF AUDITORS
The Board of Directors of the Company has selected Ernst & Young LLP as
independent public accountants to examine the consolidated financial
statements of the Company for the fiscal year ended June 30, 1997, and to
perform other accounting services. The firm of Ernst & Young LLP examined the
consolidated financial statements of the Company for the fiscal year ending
June 30, 1996. The Board of Directors considers this firm well qualified. If
not otherwise specified, the proxies will be voted in favor of ratifying the
selection of Ernst & Young LLP by the Board of Directors. Representatives of
Ernst & Young LLP are expected to be present at the Annual Meeting of
Stockholders with an opportunity to make a statement if they desire to do so,
and they are expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE SELECTION
OF AUDITORS.
13
<PAGE>
STOCKHOLDERS' PROPOSALS
Any proposal that a stockholder intends to present for action at the 1998
Annual Meeting of Stockholders, currently scheduled for December 1997, must
be received by the Company no later than June 30, 1997 in order for the
proposal to be included in the proxy statement and form of proxy for the 1998
Annual Meeting of Stockholders. Proposals should be sent to the attention of
the Secretary, The Aegis Consumer Funding Group, Inc., 525 Washington Blvd.,
29th floor, Jersey City, New Jersey 07310.
OTHER BUSINESS
The Board of Directors of the Company knows no other matters to be
presented at the Annual Meeting of Stockholders. However, if any other
matters properly come before the meeting, or any adjournment thereof, it is
intended that proxies in the accompanying form will be voted in accordance
with the judgment of the persons named therein.
COST OF SOLICITATION
Solicitation other than by mail may be made personally and by telephone by
regularly employed officers and employees of the Company who will not be
additionally compensated therefor. The Company will request brokers, dealers,
banks or voting trustees, or their nominees, who hold stock in their names
for others or hold stock for others who have the right to give voting
instructions, to forward proxy materials to their principals and request
authority for the execution of the proxy card and will reimburse such
institutions for their reasonable expenses in so doing. The total cost of
soliciting proxies will be borne by the Company.
It is important that your shares be represented at the meeting. If you are
unable to be present in person, you are respectfully requested to sign the
enclosed proxy and return it in the enclosed stamped and addressed envelope
as promptly as possible.
By Order of the Board of Directors,
/s/ ANGELO R. APPIERTO
ANGELO R. APPIERTO,
Chief Executive Officer
Jersey City, New Jersey
14
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE AEGIS CONSUMER FUNDING GROUP, INC.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement, each dated October 31, 1996, and does
hereby appoint Angelo R. Appierto and Dina L. Penepent, and each of them, with
full power of substitution, as proxy or proxies of the undersigned to
represent the undersigned and to vote all shares of Common Stock of The Aegis
Consumer Funding Group, Inc. (the "Company"), which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders
of the Company to be held at 3:00 p.m., local time, on December 12, 1996 at
the offices of Kramer, Levin, Naftalis & Frankel, 919 Third Avenue, 41st
Floor, New York, New York 10022, and at any adjournment(s) or postponements
thereof, hereby revoking all proxies heretofore given with respect to such
Common Stock.
This Proxy, when properly executed, will be voted in accordance with the
directions given by the undersigned stockholder. If no direction is made, it
will be voted FOR the election of the nominee for director named herein and
FOR the approval of the selection of auditors.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign this Proxy exactly as your name appears on the books of the
Company. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED?
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
SEE REVERSE SIDE
<PAGE>
|
| 9404
---------
X PLEASE MARK VOTES
AS IN THIS EXAMPLE.
FOR ALL
FOR WITHHOLD EXCEPT
[ ] [ ] [ ]
1. Election of Directors
GARY D. PEIFFER
INSTRUCTION: To withhold authority for any individual
nominee, mark the "For All Except" box and strike a line
through the nominee's name in the list above.
RECORD DATE SHARES:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Approval of Auditor Ernst &
Young LLP INSTRUCTION:
To withhold authority for
the ratification of
Ernst & Young LLP, as
independent public
accountants, for the
fiscal year ending
June 30, 1997, mark the
"Against" box.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion the
proxies are authorized to
vote on such other business
as may properly come before
the Annual Meeting of
Stockholders or any
adjournment(s) thereof.
Check if you intend to attend the Annual Meeting of
Stockholders. [ ]
Mark box at right if comments or address change
have been noted on the reverse side of this card. [ ]
SIGNATURE(S) DATE
------------------------ --------------------
NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
