<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EVEREN CAPITAL CORPORATION
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(Name of Registrant As Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(*):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.
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(3) Filing party:
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(4) Date filed:
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*Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE>
EVEREN CAPITAL CORPORATION
77 West Wacker Drive
Chicago, Illinois 60601-1694
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 6, 1999
March 31, 1999
To the Holders of Common Stock of
EVEREN Capital Corporation:
The Annual Meeting of Holders of Common Stock of EVEREN Capital Corporation
("EVEREN") will be held in the 22nd floor conference room of EVEREN's corporate
headquarters at 77 West Wacker Drive, Chicago, Illinois 60601 on Thursday, May
6, 1999 at 10:00 a.m. Chicago time for the following purposes:
(1) To elect ten (10) Directors, each to serve until the next annual meeting
of stockholders or until his or her successor is elected and qualified;
(2) To ratify the appointment of Deloitte & Touche LLP as EVEREN's
independent accountants for 1999;
(3) To consider and act upon such other matters as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has determined that only stockholders of record of
EVEREN's Common Stock as of the close of business on March 18, 1999 will be
entitled to vote at the meeting.
By Order of the Board of Directors,
Janet L. Reali
SENIOR EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
<PAGE>
EVEREN CAPITAL CORPORATION
77 West Wacker Drive
Chicago, Illinois 60601-1694
PROXY STATEMENT DATED MARCH 31, 1999
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 6, 1999
GENERAL INFORMATION
This proxy statement is being used in connection with the solicitation of
proxies on behalf of the Board of Directors for use at the annual meeting of
stockholders of EVEREN Capital Corporation ("EVEREN") on May 6, 1999. Only the
holders of EVEREN's Common Stock, $.01 par value ("Common Stock"), are entitled
to vote at the annual meeting. This proxy statement and the accompanying proxy
card are first being mailed or delivered to stockholders on or about March 31,
1999.
Proxy cards properly executed and received prior to the time of the annual
meeting will be voted as directed. If a properly executed proxy card is
received, but no direction is made, the proxy will be voted as the Board of
Directors has recommended on any proposal for which no direction is indicated.
Although a stockholder may have submitted a proxy, such stockholder may vote in
person at the annual meeting if he or she desires. A stockholder voting by means
of the enclosed proxy card has the power to revoke it at any time before it is
exercised by delivering a written notice of revocation or a duly executed proxy
bearing a later date to the corporate secretary of EVEREN at the address of
EVEREN set forth above. Stockholders can also revoke a proxy by attending the
annual meeting and voting in person. Attendance at the annual meeting will not
in and of itself constitute revocation of a proxy.
Only holders of record as of the close of business on March 18, 1999, the
record date for the determination of stockholders entitled to vote at the annual
meeting, will be entitled to vote at the meeting. As of that record date, there
were 35,391,566 shares of EVEREN's Common Stock issued and outstanding. Each
share of Common Stock issued and outstanding on the record date entitles the
holder to one vote on each matter to be acted upon at the annual meeting. The
presence in person or by proxy of a majority of the outstanding shares of Common
Stock will constitute a quorum for the transaction of business at the annual
meeting.
The expenses in connection with the solicitation of proxies will be borne by
EVEREN. Solicitation will be made by mail, but may in some cases also be made by
telephone or personal call by officers, directors or regular employees of EVEREN
who will not be specially compensated for such solicitation. EVEREN may request
brokerage houses and other nominees or fiduciaries to forward copies of EVEREN's
proxy material and Annual Report to beneficial owners of stock held in their
names, and may reimburse them for reasonable out-of-pocket expenses incurred in
so doing. EVEREN has retained D.F. King & Co., Inc. to assist in distributing
proxy material and Annual Reports to such brokerage houses and other nominees or
fiduciaries for a fee not to exceed $750, plus reasonable expenses.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
All ten of the incumbent directors have been nominated to stand for
re-election. If elected, all ten shall hold office until the 2000 annual meeting
of stockholders of EVEREN, or until their respective successors have been
elected and qualified.
The persons named on the enclosed proxy card (James R. Boris, Janet L. Reali
and Arthur J. McGivern) have agreed to represent stockholders submitting
properly executed proxy cards and to vote FOR the election of the ten nominees
listed herein, unless otherwise directed by the authority granted or withheld on
the proxy cards. Although the Board of Directors has no reason to believe that
any of the nominees will be unable to serve as directors, if any one or more of
the nominees shall not be available for election, the persons named on the proxy
card have agreed to vote for the election of such other nominees as may be
proposed by the Board of Directors.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE TEN
NOMINEES.
The names of the ten nominees for election at this annual meeting and the
principal occupations of all such persons during the past five years are as
follows:
<TABLE>
<CAPTION>
DIRECTOR BIOGRAPHY
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<S> <C>
JAMES R. BORIS................... James R. Boris has been Chairman of the Board and Chief Executive Officer of
Age 54 EVEREN since its inception in May 1995. Mr. Boris is Chairman of the Board
Director since 1995 and Chief Executive Officer of EVEREN Securities, Inc. (a wholly-owned
subsidiary of EVEREN) and has held such positions since January 1990. From
January 1994 until September 1995, he was also an Executive Vice President
of Kemper Corporation. From January 1990 until September 1995, he served on
the board of directors of Kemper Financial Companies, Inc. and the boards of
its major subsidiaries. Mr. Boris is also a director of Peoples Energy
Corporation.
WILLIAM T. ESREY................. William T. Esrey has been Chief Executive Officer of Sprint Corporation since
Age 59 1985 and Chairman since 1990. He was also President of Sprint from 1985
Director since 1995 until February 1996. He serves on the boards of Sprint, Duke Energy
Corporation, Exxon Corporation and General Mills, Inc.
DONALD P. JACOBS................. Donald P. Jacobs has been the Dean of the J. L. Kellogg Graduate School of
Age 71 Management since 1975 and was named the Gaylord Freeman Distinguished
Director since 1998 Professor of Finance at Northwestern University in 1979. He is also a
director of Unicom Corporation and its subsidiary, Commonwealth Edison
Company, Hartmarx Corporation, ProLogis Trust, Unocal Corporation and Terex
Corporation.
JACK KEMP........................ Since 1993, Jack Kemp has been a co-director of Empower America, a public
Age 63 policy and advocacy organization he co-founded in 1993. Prior to founding
Director since 1997 Empower America, Mr. Kemp served for four years as Secretary of the U.S.
Department of Housing and Urban Development. He received the Republican
Party's nomination for Vice President in August 1996. In 1995 he was named
chairman of the National Commission on Economic Growth and Tax Reform. Mr.
Kemp also serves on the boards of American Bankers Insurance Group, Inc.,
Carson Products Co., Oracle Corp. and Proxicom, Inc.
HOMER J. LIVINGSTON, JR.......... Homer J. Livingston, Jr. was Chief Executive Officer of The Chicago Stock
Age 63 Exchange from January 1993 until he retired in May 1995, following a 30-year
Director since 1995 career in the commercial and investment banking fields. Mr. Livingston
previously served as Chairman and Chief Executive Officer of The Livingston
Financial Group, a firm he started in 1988, that specialized in commercial
bank restructuring. Prior to that, he held the positions of Executive Vice
President of First National Bank of Chicago, Partner at Lehman Bros.,
Partner at William Blair & Co., President and Chief Executive Officer of
LaSalle National Bank and Trustee of Southern Pacific Railroad. Mr.
Livingston serves as a board member of the Peoples Energy Corporation and
American National Can Company.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR BIOGRAPHY
- --------------------------------- ------------------------------------------------------------------------------
<S> <C>
STEPHEN G. MCCONAHEY............. Stephen G. McConahey has been President and Chief Operating Officer of EVEREN
Age 55 since its inception in May 1995. Mr. McConahey is President and Chief
Director since 1995 Operating Officer of EVEREN Securities, Inc. and has held such positions
since January 1994. He was Senior Vice President for Corporate and
International Development of Kemper Corporation from 1990 through December
1993. He was also Executive Vice President (Corporate and International
Development) of Kemper Financial Services, Inc. from 1988 through December
1993 and Senior Vice President of Kemper Financial Companies, Inc. from 1990
through 1993. Mr. McConahey is also a member of the Board of Trustees of
AMLI Residential Properties Trust, a publicly-traded real estate investment
trust that invests in multi-family properties.
JAMES J. O'CONNOR................ James J. O'Connor retired as Chairman of the Board and Chief Executive Officer
Age 62 of Unicom Corporation in 1998. He joined Commonwealth Edison Company in
Director since November 1998 1963, became President in 1977, a director in 1978 and Chairman and Chief
Executive Officer in 1980. In 1994, he was also named Chairman and Chief
Executive Officer of Unicom Corporation, which then became the parent
company of Commonwealth Edison Company. Mr. O'Connor is also a director of
American National Can Company, Corning Incorporated, Tribune Company,
Scotsman Industries, Smurfit-Stone Container Corporation and United
Airlines.
SAMUEL K. SKINNER................ Mr. Skinner is Co-Chairman of Hopkins & Sutter (a Chicago law firm). He served
Age 60 as President of Commonwealth Edison Company (one of the nation's largest
Director Nominee electrical utilities) from February 1993. He was also President of Unicom
Corporation, Commonwealth Edison's holding company, since 1994. He retired
from both positions and as a director of both corporations in March 1998. He
was General Chairman of the Republican National Committee from August 1992
to January 1993, and Chief of Staff to the President of the United States
from December 1991 to August 1992. Mr. Skinner is also a director of ANTEC
Corporation, The LTV Corporation, Midwest Express Holdings, Inc., Stimsonite
Corporation and Union Pacific Resources Group, Inc.
WILLIAM C. SPRINGER.............. William C. Springer is Executive Vice President of H.J. Heinz Company. He has
Age 59 also held the title of President and Chief Executive Officer for Heinz
Director since 1995 U.S.A. since 1989. In 1992, he was appointed President of Heinz North
America, responsible for Heinz Canada and Heinz U.S.A. Additionally, in
September of 1993, he was elected to the board of directors of H. J. Heinz
Company. In 1997, he assumed responsibility for the Weight Watchers
International operations of Heinz.
DONNA F. TUTTLE.................. Donna F. Tuttle has been President of Korn Tuttle Capital Group, a Los
Age 51 Angeles, California investment consulting firm, since March 1992. From
Director since 1998 January 1990 to March 1992, Ms. Tuttle was Chairman and Chief Executive
Officer of Ayer Tuttle, a division of an international advertising agency.
From 1983 to 1989, Ms. Tuttle served as U.S. Deputy Secretary of Commerce
and Under Secretary of Commerce. Ms. Tuttle is also a director of Hilton
Hotels Corp. and Phoenix Investment Partners Ltd.
</TABLE>
3
<PAGE>
BOARD OF DIRECTORS COMMITTEES
COMPOSITION. There are presently four standing committees of the Board of
Directors: an Executive Committee, an Audit Committee, a Compensation Committee
and a Nominating Committee, although the Board of Directors may, from time to
time, establish other committees. During 1998, five Board meetings, one
Executive Committee, four Audit Committee, five Compensation Committee and two
Nominating Committee meetings were held.
EXECUTIVE COMMITTEE. The Executive Committee has the authority, in the
intervals between meetings of the Board of Directors, to exercise all of the
authority of the Board of Directors (including the power to declare dividends
and approve mergers and consolidations pursuant to Section 253 of the Delaware
General Corporation Law ("DGCL")), except for those matters that the DGCL or
EVEREN's Restated Certificate of Incorporation reserves to the full Board of
Directors. The Executive Committee is comprised of Mr. Boris (Chairman) and
Messrs. Esrey, Livingston and McConahey.
AUDIT COMMITTEE. The Audit Committee reports to the Board of Directors in
discharging its responsibilities relating to the accounting, reporting and
financial control practices of EVEREN and its subsidiaries (together the
"Company"). The Audit Committee has general responsibility for oversight of
financial controls, as well as the Company's accounting and audit activities.
The Audit Committee annually reviews the qualifications of the independent
auditors. The Audit Committee is composed entirely of outside directors who are
not now, and have never been, officers of the Company. The Audit Committee
consists of Mr. Livingston (Chairman) and Messrs. Jacobs, Kemp and Skinner.
COMPENSATION COMMITTEE. The Compensation Committee is responsible for
administering all of the Company's employee benefit and compensation plans. The
Compensation Committee establishes corporate policy and programs with respect to
the compensation of officers and employees of the Company, including
establishing compensation programs, policies and practices, such as salary, cash
incentives, long-term incentive compensation, stock purchase and other programs
and making grants under such plans. No member of this committee will receive an
award or payment under any employee plan, other than as described below. See
"Compensation of Directors." The Compensation Committee is composed entirely of
outside directors who are not now, and have never been, officers of the Company.
The members of the Compensation Committee are Mr. Esrey (Chairman), Messrs.
O'Connor and Springer, and Ms. Tuttle.
NOMINATING COMMITTEE. The Nominating Committee considers and makes
recommendations to EVEREN's Board of Directors with respect to the size and
composition of the Board of Directors and Board committees and with respect to
potential candidates for membership on the Board of Directors. Members of the
Nominating Committee must be non-employee directors, and this committee is
currently comprised of Mr. Springer (Chairman), Messrs. Esrey, Jacobs, Kemp,
Livingston, O'Connor and Skinner, and Ms. Tuttle.
The Nominating Committee will consider nominees for director recommended by
stockholders who (i) are entitled to vote at a meeting of stockholders; (ii)
comply with EVEREN's By-Laws provisions summarized below; and (iii) are
stockholders of record at the time the required notice is delivered to the
Secretary of EVEREN. EVEREN's By-Laws require that notice of a nominee to be
proposed by a stockholder for election at an annual meeting must be delivered to
the Secretary of EVEREN at EVEREN's principal executive offices not less than
sixty nor more than ninety days prior to the first anniversary of the preceding
year's annual meeting. The notice must include all information relating to the
stockholder's nominee that is required to be disclosed in solicitations of
proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such nominee's written
consent to be named in the proxy statement as a nominee and to serve as a
director if elected). The notice must also include the name and address of the
stockholder submitting the proposed
4
<PAGE>
nominee as such information appears on EVEREN's stock records, and the class and
number of shares of EVEREN stock owned by such person.
COMPENSATION OF DIRECTORS
Directors who do not receive compensation as officers or employees of EVEREN
are paid an annual retainer of $17,500, a fee of $2,500 paid in Common Stock for
each meeting of the Board of Directors attended, and a cash fee of $1,000 for
each committee meeting attended. The Compensation Committee is authorized to
determine the amount of the annual retainer to be paid in Common Stock. Such
directors are also reimbursed for reasonable travel and related expenses.
EVEREN's 1995 Non-employee Directors Plan provides non-employee directors
with incentives to improve EVEREN's performance by increasing their level of
stock ownership and provides additional means of attracting and retaining
non-employee directors through the issuance of Common Stock and the granting of
non-qualified stock options. The 1995 Non-employee Directors Plan provides that,
immediately following the date of each meeting of the Board of Directors, each
non-employee director will receive a portion of his/her annual retainer in
Common Stock. In addition, the 1995 Non-employee Directors Plan provides for an
automatic grant of non-qualified stock options to purchase 3,000 shares of
Common Stock following each annual meeting of stockholders. Participation in the
1995 Non-employee Directors Plan by non-employee directors is mandatory.
The number of shares of Common Stock to be issued to each non-employee
director for each board meeting is determined by dividing the per share fair
market value of the Common Stock (as determined in good faith by the Board of
Directors) into $2,500.
EVEREN has adopted a Non-Employee Directors' Voluntary Deferred Compensation
Plan. This plan allows non-employee directors to voluntarily defer the receipt
of any cash payment of fees for the then-current fiscal year by making an
irrevocable election prior to the beginning of each calendar year. Fees deferred
under this nonqualified deferred compensation plan are deferred over a stated
period and are credited with interest at the end of each calendar year at a rate
as determined by the Board of Directors.
To foster the role of the EVEREN Foundation, non-employee directors may
request the Foundation to make matching contributions of no more than $5,000 per
calendar year to qualified charitable organizations.
5
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following tables set forth certain information regarding the
compensation paid or accrued by EVEREN to or for the account of the Chief
Executive Officer and each of the four most highly compensated executive
officers of EVEREN for services rendered in all capacities during EVEREN's
fiscal years ended December 31, 1998, 1997 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------
AWARDS
ANNUAL COMPENSATION -----------------------
--------------------------------------- RESTRICTED STOCK
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
COMPENSATION AWARDS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) ($)(2) ($)(3)(4) (#)(5) ($)(6)
- ----------------------------------- --------- ---------- ------------ ------------- ---------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
James R. Boris..................... 1998 $ 500,000 $ 1,000,000 $ 45,219 $ 617,041 101,781 $ 37,500
Chairman of the Board and 1997 500,000 1,000,000 65,989 598,683 356,675 38,187
Chief Executive Officer 1996 500,000 1,027,500 72,355 484,452 92,312 2,621,554
Stephen G. McConahey............... 1998 385,000 866,250 36,446 356,329 0 22,750
President and 1997 385,000 525,000 62,116 314,298 229,755 28,000
Chief Operating Officer 1996 385,000 735,000 56,385 385,725 52,836 2,096,179
David M. Greene.................... 1998 275,000 618,750 35,108 127,264 20,992 18,594
Senior Executive 1997 250,000 468,750 67,396 93,542 33,855 17,031
Vice President 1996 250,000 431,250 52,576 183,439 32,316 32,491
Thomas R. Reedy.................... 1998 275,000 562,500 28,035 231,369 0 17,657
Senior Executive Vice 1997 250,000 431,250 63,298 129,074 29,070 15,625
President 1996 250,000 375,000 37,994 167,239 31,230 32,151
Stanley R. Fallis.................. 1998 250,000 318,750 18,238 131,120 0 782,980
Senior Executive 1997 250,000 300,000 0 119,737 0 13,281
Vice President 1996 250,000 281,250 50,231 152,927 29,000 30,285
</TABLE>
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NOTES:
(1) For 1998, the amounts shown in this column reflect the annual incentive
bonus paid after 25% of such bonus was deferred, as well as any additional
amount voluntarily deferred, as required under the 1996 Restricted Stock
Incentive Plan. The 1996 Restricted Stock Incentive Plan is a broad-based
equity compensation plan in which all bonus-eligible and commissioned
employees may participate.
(2) The amounts disclosed in this column include the taxable benefits of various
incentive trips the named executive participated in during 1998.
(3) Amounts shown in this column reflect awards granted for 1998 performance
under the provisions of the 1996 Restricted Stock Incentive Plan. Under this
broad-based stock ownership plan, 25% of any incentive award is mandatorily
deferred in restricted shares of Common Stock priced at 80% of the fair
market value of one share of Common Stock. In lieu of the restricted Common
Stock, participants in this plan may elect to purchase a calculated number
of shares under a non-qualified stock option. Awards for 1998 have been
valued for this table using closing prices on the dates of such awards.
Shares granted for 1998 performance vest three years following the grant
date and in accordance with the 1996 Restricted Stock Incentive Plan.
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<PAGE>
(4) The aggregate number and value of restricted shares of Common Stock held by
persons named in this table as of December 31, 1998 (inclusive of shares
awarded in 1999 for 1998 performance) are as follows: Mr. Boris, 115,241
shares, $2,621,733; Mr. McConahey, 75,720 shares, $1,722,630; Mr. Greene,
31,778 shares, $722,950; Mr. Reedy, 36,305 shares, $825,939 and Mr. Fallis,
29,931 shares, $680,930.
(5) Stock options displayed for 1998 relate to options issued to each named
executive from the mandatory, or additional voluntary, deferral of their
1998 annual incentive bonus under the 1996 Restricted Stock Incentive Plan.
The non-qualified stock options granted to each named executive in January
1999 for 1998 performance will become fully exercisable after three years.
(6) The amounts reported in this column for 1998 include the amounts of employer
contributions allocated to the accounts of the named executives under
EVEREN's 401(k) and Employee Stock Ownership and Supplemental Deferred
Compensation Plans. The amounts reported in this column for 1998 also
include a one-time severance payment to Mr. Fallis in connection with his
retirement as Chief Executive Officer of EVEREN Clearing LLC following the
sale of 80% of that entity by EVEREN. See "Employment Agreements." For 1996,
amounts reported in this column reflect the one-time payment of the special
KSOP loan payoff bonus provisions of Messrs. Boris' and McConahey's 1995
Employment Agreements.
OPTION GRANTS IN 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SHARES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE OR GRANT DATE
GRANT OPTIONS IN FISCAL BASE PRICE EXPIRATION PRESENT
NAME DATE GRANTED (#)(1) YEAR(2) ($/SH)(3) DATE VALUE(4)
- --------------------------------------------- --------- -------------- ------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
James R. Boris............................... 1/20/99 101,781 10.2% $ 24.5625 1/20/09 $ 1,445,485
David M. Greene.............................. 1/20/99 20,992 2.2% $ 24.5625 1/20/09 298,127
</TABLE>
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(1) Options granted January 20, 1999 at $24.5625 were made in accordance with
the voluntary option purchase provision and excess bonus provision of the
1996 Restricted Stock Incentive Plan. The options reported in this table are
subject to certain service-based, scheduled vesting whereby one-third of the
shares become eligible for vesting on each anniversary of the date of the
grant. In addition, the options disclosed in this table, if not fully
exercised, automatically become fully exercisable upon a "change of control"
of EVEREN, as defined in the award documents and provisions of EVEREN's
various stock ownership plans.
(2) For 1998, based on 957,604 shares.
(3) For January 20, 1999, the $24.5625 option price was determined based on the
average closing price of the ten consecutive trading days ending January 15,
1999 in accordance with the 1996 Restricted Stock Incentive Plan.
(4) Reflects the value of option grants using a modified Black-Scholes option
pricing model. The assumptions used for the variables in the model were: 33%
volatility; 7.0% risk free rate of return; a 0.28% dividend yield (which was
the dividend yield as of the date of the grants); and a 10-year option term
(which is the term of the option when granted). The actual gain executives
may realize on the option grants will depend on the future price of the
Common Stock and cannot be accurately forecast by any option pricing model.
7
<PAGE>
AGGREGATED OPTION EXERCISES IN 1998
AND OPTION VALUES AT YEAR-END 1998
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FY-END(#)(1) AT FY-END($)(2)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------------- ------------- ----------- ------------------- ------------------------
<S> <C> <C> <C> <C>
James R. Boris................................. -- -- 626,539/433,216 $ 6,808,723/$3,666,919
Stephen G. McConahey........................... -- -- 412,720/197,462 4,480,685/2,369,844
David M. Greene................................ -- -- 10,540/155,802 120,458/1,483,619
Thomas R. Reedy................................ -- -- 9,816/144,784 111,802/1,459,655
Stanley R. Fallis.............................. 9,000 $ 137,647 333/78,667 3,611/1,307,713
</TABLE>
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(1) Includes options granted on January 20, 1999 under the 1996 Restricted Stock
Incentive Plan for 1998 performance. Reflects non-qualified stock options
that became exercisable following Mr. Fallis' retirement in 1999.
(2) Based on the last sale price of Common Stock of $22.75 at December 31, 1998
if less, and the respective exercise price of these options.
8
<PAGE>
EMPLOYMENT AGREEMENTS
EVEREN has entered into employment agreements with seven of its current
senior executives (each a "Senior Executive"), including each of Messrs. Boris,
McConahey, Greene and Reedy, that provide for them to be employed as executive
officers of EVEREN. The following is a summary of the main features of the
employment agreements.
The employment agreements provide for each Senior Executive to receive a
base salary and annual bonus (as a percentage of base salary) based principally
on EVEREN's achievement of such performance standards as the Board of Directors
may determine. The Board of Directors has the right to increase such base
salaries and annually reviews and re-establishes bonus levels for the following
year. Certain portions of such bonuses may be paid in restricted stock or other
securities of EVEREN subject to applicable vesting requirements as the Board of
Directors may determine.
Pursuant to the employment agreements, the Senior Executives are employed at
will. However, if EVEREN were to terminate a Senior Executive other than for
Cause (as defined), or if a Senior Executive were to resign his or her
employment for Good Reason (as defined), the Senior Executive would be entitled
to receive a severance payment (in lieu of any benefits to which he or she might
otherwise be entitled under any severance or similar plan or program of EVEREN)
as follows:
Messrs. Boris and McConahey would be entitled to receive a severance payment
equal to the sum of (i) two times their annual base salary plus two times their
target bonus at the time of such termination; plus (ii) a pro rata target bonus
for the year in which such termination takes place; plus (iii) any unpaid annual
bonus attributable to any prior year, provided that for such purposes Mr. Boris'
target bonus will be not less than 200% of his base salary and Mr. McConahey's
target bonus will be not less than 150% of his base salary.
Each of the other Senior Executives would be entitled to receive an amount
equal to the sum of (i) twelve months' base salary as of the date of the Senior
Executive's termination (or as of any date within the preceding twelve months,
if higher); provided, however, that if the Senior Executive has completed more
than twelve years of service with EVEREN, the Senior Executive shall receive one
additional month of base salary for each year of service in excess of twelve
years not to exceed a total of twenty-four months' base salary; plus (ii) the
Senior Executive's target bonus at the date of such termination; plus (iii) a
pro-rated target bonus for the year in which the termination occurs; plus (iv)
any unpaid bonus attributable to the preceding year.
If any Senior Executive's employment is terminated by EVEREN other than for
Cause or is terminated by the Senior Executive for Good Reason or is terminated
due to the Senior Executive's death, any stock options, restricted stock or
other equity interests in EVEREN's stock previously granted to the Senior
Executive shall become fully vested on the Senior Executive's termination date
provided that such accelerated vesting is not prohibited by law.
If Mr. Boris' or Mr. McConahey's employment is terminated by that Senior
Executive for Good Reason or by EVEREN other than for Cause within two years
following a Change of Control (as defined), or if Mr. Boris' or Mr. McConahey's
employment is terminated by EVEREN other than for Cause prior to a Change of
Control involving the acquisition of the Company and the termination is made at
the request of the buyer, EVEREN will pay an amount equal to the sum of (i)
three years' base salary as of the date of such termination (or as of any date
within the preceding twelve months, if higher); plus (ii) three times their
respective maximum bonus at the date of such termination, provided that for such
purposes, Mr. Boris' maximum bonus will be not less than 400% of his base salary
and Mr. McConahey's maximum bonus will be not less than 300% of his base salary;
plus (iii) a pro-rated target bonus for the year in which the termination
occurs; plus (iv) any unpaid annual bonus attributable to the preceding year. In
addition, Mr. Boris and Mr. McConahey are to be made whole on an after-tax basis
with respect to excise taxes payable under Section 4999 of the Internal Revenue
Code of 1986 (the "Code") if any of the payments
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<PAGE>
listed in this paragraph are classified as an "excess parachute payment" as
defined in Section 280G of the Code.
If any of the other Senior Executives' employment is terminated by that
Senior Executive for Good Reason or by EVEREN other than for Cause within two
years following a Change of Control, or if any of the other Senior Executives'
employment is terminated by EVEREN other than for Cause prior to a Change of
Control involving the acquisition of EVEREN and the termination is made at the
request of the buyer, EVEREN will pay to that Senior Executive an amount equal
to the sum of (i) two years' base salary as of the date of that Senior
Executive's termination (or as of any date within the preceding twelve months,
if higher); plus (ii) two times that Senior Executive's maximum bonus at the
date of such termination; plus (iii) a pro-rated target bonus for the year in
which the termination occurs; plus (iv) any unpaid annual bonus attributable to
the preceding year. In addition, the other Senior Executives are to be made
whole on an after-tax basis with respect to excise taxes payable under Section
4999 of the Code if any of the payments listed in this paragraph are classified
as an "excess parachute payment" as defined in Section 280G of the Code.
In the case of death, the Senior Executive's estate would receive payments
under the employment agreements of an amount equal to three months' base salary
(six months in the case of Messrs. Boris and McConahey) plus a pro-rated target
bonus through the date of death.
In connection with the sale by EVEREN of an 80% interest in EVEREN Clearing
LLC to a third party, Mr. Fallis announced his retirement from EVEREN effective
January 31, 1999. Pursuant to the terms of his employment agreement, Mr. Fallis'
retirement constitutes resignation for Good Reason and, accordingly, Mr. Fallis
received severance benefits described above, including a cash payment in the
amount of $750,000.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
THE FOLLOWING REPORT AND PERFORMANCE GRAPHS INCLUDED IN THIS PROXY STATEMENT
DO NOT CONSTITUTE SOLICITING MATERIAL AND SHOULD NOT BE CONSIDERED FILED OR
INCORPORATED BY REFERENCE INTO ANY OTHER EVEREN FILING, EXCEPT TO THE EXTENT
EVEREN SPECIFICALLY INCORPORATES THIS REPORT OR THE PERFORMANCE GRAPHS BY
REFERENCE THEREIN.
The following report summarizes EVEREN's executive compensation philosophy
and discusses the factors considered by the Compensation Committee when
determining the compensation of EVEREN's Chief Executive Officer and other
executive officers for its 1998 fiscal year.
EXECUTIVE COMPENSATION OVERVIEW
The Compensation Committee believes that the balance between the short and
long term interests of its stockholders is best achieved through executive
compensation programs that provide for significant annual cash incentives and
broad-based stock ownership opportunities. Under this compensation philosophy,
the Committee expects that a high proportion of total cash compensation should
be at risk based on annual company performance, while long-term compensation is
tied directly to stock price appreciation.
To ensure that the Company's employee and executive compensation programs
support this philosophy, the Committee regularly reviews data from
commercially-available compensation surveys, peer company proxy statements (many
of which are included in the performance graph), and when necessary independent
third party consultants. This ongoing review of compensation and performance
data ensures that total compensation levels are appropriate, competitive and
performance-based.
Finally, the Committee believes that the Company's most direct competition
for executive talent is not necessarily all of the companies that would be
included in a peer group established to compare shareholder returns. Therefore,
the compensation peer group is not the same as the peer group index used in the
performance graph in this proxy statement.
10
<PAGE>
ELEMENTS OF EXECUTIVE COMPENSATION
EVEREN's executive compensation program consists of four elements: base
salary, annual incentive awards, long term incentive awards and
benefits/perquisites.
BASE SALARIES.
The Compensation Committee determines adjustments to base salaries after
considering EVEREN's and the executive's performance, relevant labor market
adjustments, as well as EVEREN's ability to adjust base salaries. By design,
base salaries reflect the smallest component of EVEREN's executive compensation
programs. For 1998, the Committee approved a ten-percent increase to the base
salaries of Messrs. Greene and Reedy.
ANNUAL INCENTIVE COMPENSATION.
The annual incentive compensation opportunity established for each executive
is designed to improve EVEREN's annual operating performance by rewarding the
achievement of progressively more challenging annual performance objectives.
Annual bonuses are awarded in accordance with the shareholder-approved Senior
Management Incentive Compensation Plan (the "SMICP").
Under the SMICP, various strategic goals are established by the Committee at
the beginning of the year as well as "minimum", "target" and "maximum" annual
bonus opportunities for each executive officer. The amount of any annual bonus
opportunity the executive may receive is based on the Committee's assessment of
(a) the relative importance of each objective, and (b) results compared to each
performance objective.
Certain portions of such annual bonuses may be paid in restricted stock or
other securities of EVEREN, subject to applicable vesting requirements, as the
Compensation Committee may determine.
LONG TERM INCENTIVES.
Subject to the general eligibility and vesting provisions of the 1995 Stock
Plan and the 1996 Restricted Stock Incentive Plan, and the availability of
shares of Common Stock reserved under those plans, each executive may receive a
periodic award of Common Stock to more closely align management's interests with
stockholders, as well as pay a meaningful portion of annual incentive
compensation in the form of EVEREN Common Stock. In 1998, Messrs. Boris,
McConahey, Greene, Reedy and Fallis had a portion of their annual bonus
mandatorily and/or voluntarily deferred and paid in restricted stock and/or an
award of a non-qualified stock option under the terms of the Restricted Stock
Incentive Plan.
BENEFITS/PERQUISITES.
The Compensation Committee reviews, from time to time, the appropriateness
of providing certain benefits and perquisites to executive officers. Executives
currently participate in the EVEREN 401(k) and Employee Stock Ownership Plan,
its Supplemental Deferred Compensation Plan and certain expense account
allowances, tax and financial planning services, and other special liability
insurance.
PROCEDURES FOR THE CHIEF EXECUTIVE OFFICER'S 1998 COMPENSATION
BASE SALARY. The Compensation Committee considered (a) Mr. Boris' total
compensation opportunities at the beginning of the fiscal year and (b) the
relative mix of base salary and incentive compensation in peer group companies,
and based on (a) and (b) determined not to make any adjustments to Mr. Boris'
base salary.
OBJECTIVE PERFORMANCE GOALS ESTABLISHED FOR 1998. In accordance with the
SMICP, and prior to the beginning of the 1998 fiscal year, the Compensation
Committee established seven performance objectives
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for Mr. Boris in order to reward achievements which would increase EVEREN's
strategic and operating performance. The seven performance objectives were:
consolidated net income, return on equity, non-money market assets attributed to
Mentor, Inc. Funds, non-compensation expenses as a percent of net revenue,
relative increase in fee revenues as a percent of fixed expense, relative
performance to peer group companies' return on net revenue, and compensation and
benefit expenses as a percent of net revenue.
DETERMINING MR. BORIS' 1998 ANNUAL BONUS. At the end of the 1998 fiscal
year, the Compensation Committee reviewed EVEREN's strategic and operating
results and certified the performance achieved with respect to each
pre-established goal. Based on the results achieved, as well as the incentive
opportunities the Compensation Committee established for Mr. Boris under the
SMICP at the beginning of the fiscal year, the Compensation Committee determined
that Mr. Boris should receive the maximum annual incentive award of 400% of his
1998 base salary, or $2,000,000.
LONG TERM INCENTIVE AWARDS. In accordance with the terms of the Restricted
Stock Incentive Plan, Mr. Boris was required to defer 25% of the 1998 annual
incentive award in shares of restricted Common Stock. In addition to the
mandatory deferral of his 1998 cash bonus, Mr. Boris made a voluntary election
(prior to the beginning of calendar year 1999 and before his annual bonus was
approved by the Committee), to defer an additional 25% of any annual cash bonus
under the "excess bonus" provisions of the Restricted Stock Incentive Plan.
As a result of his participation elections in the Restricted Stock Plan, Mr.
Boris voluntarily exchanged a total of $1,000,000 of his 1998 bonus for 25,445
shares of restricted Common Stock and a grant of a non-qualified stock option to
acquire 101,781 shares of Common Stock with an exercise price of $24.5625 (the
average closing price of the ten consecutive trading days ending January 15,
1999). The Committee notes that this was the second consecutive calendar year
that Mr. Boris voluntarily elected to defer a substantial portion of his cash
compensation in exchange for a non-qualified stock option with an exercise price
equal to the fair market value of Common Stock on the date he would have
received the cash bonus.
COMPLIANCE WITH SECTION 162(M)
Section 162(m) of the Code establishes a limit on corporate deductions of
$1,000,000 for compensation paid to any executive. This limit is eliminated if
certain conditions are met. Because the annual incentive awards paid to EVEREN
executives were determined in accordance with the Senior Management Incentive
Compensation Plan (approved by stockholders at the 1997 Annual Meeting of
Stockholders), the Compensation Committee believes the compensation paid will
meet the criteria for deductibility pursuant to Section 162(m) of the Code.
THE COMPENSATION COMMITTEE
William T. Esrey, Chairman
James J. O'Connor
William C. Springer
Donna F. Tuttle
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PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on EVEREN's Common Stock against the
cumulative total return of the S&P Composite-500 Stock Index and an index
prepared by EVEREN using firms included in the Financial Services Analytics'
Composite Brokerage Stock Index. The graph assumes a $100 investment made on
October 8, 1996 (the date EVEREN's Common Stock was first publicly traded) and
reinvestment of all dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DATE EVR INDEX PEER INDEX S&P INDEX
<S> <C> <C> <C>
10/8/96 $100 $100 $100
12/31/96 $112 $117 $106
6/30/97 $158 $160 $128
12/31/97 $241 $216 $142
6/30/98 $286 $270 $167
12/31/98 $234 $243 $182
</TABLE>
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COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
None of the members of the Compensation Committee was an officer or employee
of EVEREN or any of its subsidiaries, and no "compensation committee interlocks"
(as defined by the Securities and Exchange Commission) existed during the last
fiscal year.
STOCK OWNERSHIP
The following table sets forth certain information with respect to
beneficial ownership of EVEREN's Common Stock as of February 26, 1999 by (i)
each named executive officer, (ii) each holder of more than five percent of
EVEREN's Common Stock and (iii) all directors and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK PERCENTAGE OF SHARES
BENEFICIALLY OWNED OF COMMON STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER (1) (2)(3) BENEFICIALLY OWNED
- ------------------------------------------------- ----------------------- ---------------------
<S> <C> <C>
James R. Boris................................... 1,335,745(4)(5)(6) 3.7%
Stephen G. McConahey............................. 883,352(7)(8)(9) 2.5%
William T. Esrey................................. 10,561 *
Donald P. Jacobs................................. 829 *
Jack Kemp........................................ 2,550 *
Homer J. Livingston, Jr.......................... 19,187 *
James O'Connor................................... 7,404 *
Samuel K. Skinner................................ 1,829 *
William C. Springer.............................. 19,891 *
Donna F. Tuttle.................................. 1,223 *
Stanley R. Fallis................................ 152,687 *
David M. Greene.................................. 163,947(10) *
Thomas R. Reedy.................................. 146,458 *
Chase Manhattan Bank, not in its individual or
corporate capacity but solely as trustee of the
KSOP, 770 Broadway--10th Floor New York, NY
10003.......................................... 17,897,827 50.5%
All directors and executive officers as a group
(17 persons, including the above).............. 3,014,294 8.2%
</TABLE>
- ---------
*Less than 1% of the shares outstanding.
(1) Except as otherwise indicated, the address of each of the persons in this
table is as follows: c/o EVEREN Capital Corporation, 77 West Wacker Drive,
Chicago, Illinois 60601.
(2) Included in the shares noted above as being beneficially owned by EVEREN's
executive officers are the following shares that are owned of record by
Chase Manhattan Bank as trustee of the KSOP: Mr. Boris, 75,385 shares; Mr.
McConahey, 71,180 shares; Mr. Fallis, 43,348 shares; Mr. Greene, 69,638
shares; Mr. Reedy, 54,920 shares; and all executive officers as a group,
394,658 shares. These shares are also included in the number of shares shown
above as being beneficially owned by Chase Manhattan Bank and are subject to
the voting arrangement described below.
(3) Includes shares that may be acquired presently or within 60 days after
February 26, 1999 by exercise of stock options as follows: Mr. Boris
(690,862 shares), Mr. McConahey (445,280 shares), Mr. Esrey (750 shares),
Mr. Livingston (750 shares), Mr. Springer (750 shares), Mr. Fallis (79,000
shares), Mr. Greene (43,653 shares), Mr. Reedy (39,015 shares), and all
directors and executive officers as a group (1,344,530 shares).
14
<PAGE>
(4) Includes 2,800 shares held by Mr. Boris' wife and 1,000 shares held for the
benefit of one child.
(5) Does not include 23,000 shares held by a private charitable foundation over
which Mr. Boris has voting and investment discretion. These shares are noted
pursuant to the requirements of Rule 13d-3(d)(1) under the Securities
Exchange Act of 1934 (the "Exchange Act"). Mr. Boris disclaims any
beneficial interest in these shares.
(6) Includes 438,562 shares held by a family limited partnership of which Mr.
Boris, his wife and an "S" corporation owned by Mr. Boris' four children are
general partners and of which Mr. Boris, his wife and Mr. Boris' four
children are limited partners. Mr. Boris disclaims beneficial ownership of
these shares except to the extent of his pecuniary interest in the limited
partnership.
(7) Includes 700 shares held for the benefit of one child.
(8) Does not include 16,216 shares held by a private charitable foundation over
which Mr. McConahey has voting and investment discretion. These shares are
noted pursuant to the requirements of Rule 13d-3(d)(1) under the Exchange
Act. Mr. McConahey disclaims any beneficial interest in these shares.
(9) Includes 222,208 shares held by a family limited liability company of which
Mr. McConahey is the managing member. Mr. McConahey disclaims beneficial
ownership of these shares except to the extent of his pecuniary interest in
the family limited liability company
(10) Includes 18,878 shares held by Mr. Greene's wife.
The shares of Common Stock referenced above as being beneficially owned by
Chase Manhattan Bank are specifically allocated to participants' accounts in the
EVEREN Capital Corporation 401(k) and Employee Stock Ownership Plan (the
"KSOP"). Participants in the KSOP who receive this Proxy Statement in their
capacity as participants in the KSOP will receive a voting instruction form in
lieu of a proxy, which will allow them to direct the voting of the shares of
Common Stock allocated to their KSOP accounts. If a participant fails to direct
Chase Manhattan Bank (the "KSOP Trustee") as to how to vote the shares allocated
to the participant's KSOP account, then the KSOP Trustee will vote those shares,
together with unallocated shares, in the same proportion as the KSOP Trustee was
directed by the other participants who gave voting directions. Notwithstanding
the foregoing, however, the KSOP Trustee will in all cases exercise its
independent judgment in voting shares of Common Stock if doing so is necessary
to satisfy its ERISA fiduciary obligations.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires EVEREN's
directors and executive officers and persons who own more than 10% of a
registered class of EVEREN's equity security, to file with the Securities and
Exchange Commission and the New York Stock Exchange reports of ownership and
changes in ownership of Common Stock. Based solely on review of the copies of
such reports furnished to EVEREN or written representations that no other
reports were required, EVEREN believes that, during the 1998 fiscal year, all
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with, except that (i) three reports, covering an
aggregate of three transactions, were filed late by Mr. McConahey; (ii) one
report, covering one transaction, was filed late by Thomas D. Lux; and (iii) one
report, covering one transaction, was filed late by Daniel D. Williams.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
EVEREN, through one of its subsidiaries, extends credit as margin loans in
the ordinary course of its business to certain directors, officers and employees
of EVEREN, as well as to members of their immediate families. During 1998, there
were outstanding balances for margin loans to some of these individuals. Such
extensions of credit have been made on substantially the same terms, including
interest
15
<PAGE>
rates and collateral, as those prevailing at the time for comparable
transactions with non-affiliated third parties, and did not involve more than
normal risk of collectibility or present other unfavorable features.
PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Deloitte & Touche LLP as independent
accountants to examine the consolidated financial statements of EVEREN for the
year ending December 31, 1999 and to perform other appropriate accounting
services. This firm has served as EVEREN's independent accountants since October
1995.
A proposal will be presented at the Annual Meeting to ratify the appointment
of Deloitte & Touche LLP as EVEREN's independent accountants. A representative
of Deloitte & Touche LLP is expected to be present at the meeting. The
representative will have the opportunity to make a statement if the
representative so desires and will be available to respond to appropriate
questions. If the stockholders do not ratify this appointment, the Board of
Directors will reconsider its appointment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT
OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS.
OTHER BUSINESS
As of March 31, 1999, the Board of Directors does not know of any other
business to be acted upon at the meeting. However, if any matters other than
those referred to above properly come before the meeting, the persons named in
the proxy card intend to vote on such matters in accordance with their best
judgment.
VOTING PROCEDURES
It is intended that proxies solicited by the Board, unless otherwise
specified therein, will be voted in accordance with the recommendations of the
Board of Directors.
With regard to the election of directors, votes may be cast in favor of or
withheld from each nominee; votes that are withheld will be excluded entirely
from the vote and will have no effect. Abstentions may be specified on all
proposals except the election of directors and will be counted as present for
purposes of determining the existence of a quorum regarding the item on which
the abstention is noted.
With the exception of the election of directors, which requires a plurality
of the votes cast, EVEREN's By-Laws provide that the affirmative vote of a
majority of the votes cast at the Annual Meeting is required for the approval of
each proposal presented in this proxy statement. Abstentions and withheld votes
will not be considered "votes cast" and will be excluded entirely from the vote
and will have no effect.
Under the rules of the New York Stock Exchange, brokers who hold shares in
street name for customers have the authority to vote on certain items when they
have not received instructions from beneficial owners, but are not permitted to
vote on certain other matters in the absence of such instructions. The
withholding of a vote on a matter by a broker who has not received instructions
and is not otherwise permitted to vote on such matter is known as a "broker
non-vote." Accordingly, broker non-votes will not be considered "votes cast"
with respect to any matter to be considered at the Annual Meeting and will have
no effect on the outcome of the vote on such matter.
16
<PAGE>
STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholder proposals intended to be presented at the next annual
meeting in 2000 must be received by the corporate secretary of EVEREN, 77 West
Wacker Drive, Chicago, Illinois 60601, no later than December 2, 1999 to be
considered for inclusion in EVEREN's proxy statement and proxy card relating to
that meeting.
A stockholder that intends to present business at the 2000 annual meeting
other than pursuant to Rule 14a-8 must comply with the requirements set forth in
EVEREN's By-Laws. To bring business before an annual meeting, EVEREN's By-Laws
require, among other things, that the stockholder submit written notice thereof
complying with the By-Laws, to the corporate secretary not less than sixty days
or more than ninety days prior to the first anniversary of the preceding year's
annual meeting. Therefore, EVEREN must receive notice of a stockholder proposal
submitted other than pursuant to Rule 14a-8 no sooner than February 6, 2000 and
no later than March 7, 2000. If the notice is received before February 6, 2000
or after March 7, 2000, it will be considered untimely and EVEREN will not be
required to present such proposal at the 2000 annual meeting.
Janet L. Reali
CORPORATE SECRETARY
March 31, 1999
17
<PAGE>
PROXY PROXY
EVEREN CAPITAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James R. Boris, Janet L. Reall and Arthur
J. McGivern, and each of them, each with full power to act without the
others, and with full power of substitution, the attorneys and proxies of the
undersigned and hereby authorizes them to represent and to vote, all the
shares of Common Stock of EVEREN Capital Corporation (the "Company") that the
undersigned would be entitled to vote, if personally present, at the 1999
Annual Meeting of Stockholders to be held on May 6, 1999 or any adjournment or
postponement thereof, upon such business as may properly come before the
meeting, including the items set forth on the reverse side. The proxies, in
their discretion, may vote for the election of a person to the Board of
Directors if any nominee named herein becomes unable to serve or for good
cause will not serve, and on other matters which may properly come before the
1999 Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSALS SET FORTH BELOW AND AS RECOMMENDED BY THE
BOARD OF DIRECTORS.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
<PAGE>
EVEREN CAPITAL CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
The Board of Directors recommends a vote FOR all proposals.
1. Election of Directors--
NOMINEES: James R. Boris, William T. Esrey,
Donald P. Jacobs, Jack Kemp, Homer J. Livingston, Jr.,
Stephen G. McConahey, James J. O'Connor, Samuel K. Skinner,
William C. Springer and Donna F. Tuttle
For Withhold For All
All All Except the following nominee(s)
(Write name below)
O O O
-----------------------------------------------
2. Ratification of appointment of Deliotte &
Touche LLP as independent accountants for 1999
For Against Abstain
O O O
3. To consider and act upon such other matters
as may properly come before the meeting or any
adjournments thereof
IMPORTANT--This Proxy must be signed and dated
below
Dated:
-----------------------------
Signature(s)
-----------------------------------
-----------------------------------------------
Please sign exactly as name appears hereon.
When signing as attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation or
partnership, please sign in full corporation
or partnership name by an authorized officer or
person.
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY
USING THE ENCLOSED ENVELOPE.
