<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
THE WMA CORPORATION
--------------------------------------------------------------------------------
(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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
THE WMA CORPORATION
11315 Johns Creek Parkway
Duluth, Georgia 30097
NOTICE
OF
ANNUAL MEETING
OF
STOCKHOLDERS
DATE: Monday, August 14, 2000
TIME: 10:00 a.m. Eastern Daylight Time
PLACE: WMA Executive Headquarters
11315 Johns Creek Parkway
Duluth, Georgia 30097
<PAGE> 3
Dear Fellow Stockholders:
I cordially invite you to attend the Annual Meeting of Stockholders to be
held on Monday, August 14, 2000, at the executive headquarters of The WMA
Corporation.
During the meeting, we will consider and take action on the following:
1) the election of five directors,
2) a vote on an amendment to the 1999 stock option plan,
3) a vote on an amendment to the outstanding warrants issued in 1999,
4) the ratification of the selection of KPMG LLP as independent auditors
for fiscal year 2000, and
5) other business properly brought before the meeting.
If you owned shares of WMA Corp.'s common stock on July 14, 2000, you are
entitled to receive this notice and vote at the Annual Meeting, or any
adjournment of the Annual Meeting. A complete list of stockholders eligible to
vote will be available for inspection at the Annual Meeting.
A copy of WMA Corp.'s 1999 Annual Report was sent to all stockholders on or
about July 6, 2000, prior to this proxy mailing.
By Order of the Board of Directors
/s/ S. Hubert Humphrey, Jr.
S. Hubert Humphrey, Jr., President
July 28, 2000
YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE BEFORE 8 A.M. EDT, MONDAY, AUGUST
14, 2000, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. If you plan to attend
the meeting, please check the box on the proxy card. If you do attend, you may
vote by ballot at the meeting, thereby canceling any proxy previously given.
<PAGE> 4
THE WMA CORPORATION
--------------------------------------------------------------------------------
PROXY STATEMENT
--------------------------------------------------------------------------------
The Board of Directors of The WMA Corporation is soliciting your proxy for
the 2000 Annual Meeting. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought before the
meeting. PLEASE READ IT CAREFULLY.
VOTING PROCEDURES
WHY AM I RECEIVING THIS PROXY STATEMENT AND PROXY CARD?
You are receiving this Proxy Statement and accompanying proxy card because
you own shares of WMA Corp. common stock. This Proxy Statement describes issues
on which we would like you, as a stockholder, to vote. It also gives you
information on these issues so you can make an informed decision.
When you sign the proxy card, you appoint S. Hubert Humphrey, Jr. and
Thomas W. Montgomery as your representatives at the meeting. Mr. Humphrey and
Mr. Montgomery will vote your shares, as you have instructed, at the meeting.
This way, your shares will be voted whether or not you attend the meeting. Even
if you plan on attending the meeting, it is a good idea to sign and return your
proxy card in case your plans change.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?
If you receive more than one proxy card, your shares may be registered in
different names or may be held in more than one account, such as a trust. Please
sign and return all proxy cards to ensure that all your shares are voted. We
recommend that all your accounts, other than trust accounts, be registered in
the same name at the same address. You may make changes to your accounts by
contacting our transfer agent, American Stock Transfer and Trust Company,
Shareholder Services at 800-937-5449.
1
<PAGE> 5
HOW DO I VOTE?
Other than by attending the Annual Meeting and voting in person, there are
three ways that you may cast your vote:
- By mail
- By telephone at 800-776-9437
- By Internet at www.voteproxy.com
To vote by mail, simply mark, sign and date the enclosed proxy card and
return it in the envelope provided. You may vote by telephone or Internet 24
hours a day, 7 days a week by following the instructions on your proxy card and
you may also confirm that your vote has been recorded correctly. If you vote by
telephone or Internet, you do not have to mail your proxy card.
If you do not specify how you want your shares voted on your proxy card,
they will be voted as recommended by the Board of Directors:
- FOR the election of all nominees for director, as listed below in
Proposal 1;
- FOR the amendments to the 1999 Stock Option Plan and the outstanding
Warrants (which were both approved at the 1999 Annual Meeting); and
- FOR the ratification of the selection of the independent auditors.
WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?
You may revoke your proxy and change your vote at any time before the polls
close at the meeting. Your latest signed proxy card, telephone vote or Internet
vote will be counted. You may change your vote by:
- signing another proxy card with a later date.
- voting again by telephone or Internet.
- voting again in person at the meeting.
HOW MANY VOTES ARE NEEDED TO HOLD THE MEETING AND APPROVE THE PROPOSALS?
As of July 14, 2000, there were 2,495,010 shares of common stock
outstanding. A majority of these shares, either in person or by proxy, is
necessary to hold the meeting and conduct business. This is called a quorum. If
you vote by proxy card, telephone, or Internet, you will be considered part of
the quorum. The number of votes needed to approve the proposals is a majority of
the quorum.
WHAT PERCENTAGE OF STOCK DOES THE DIRECTORS AND OFFICERS OWN?
The directors, director nominees and officers of the Company collectively
beneficially own 36.7% of the outstanding common stock. They have all indicated
that they intend to vote FOR the persons listed as nominees for director and FOR
all of the proposals contained in the proxy statement.
2
<PAGE> 6
PROPOSALS TO BE VOTED ON:
1. ELECTION OF DIRECTORS
You are being asked to elect five directors who will hold office until the
next Annual Meeting and until their successors are elected and qualified. The
nominees for director are S. Hubert Humphrey, Jr., Thomas W. Montgomery, Edward
F. McKernan, C. Simon Scupham and Joseph F. Barone.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THESE NOMINEES, WHO ARE ALL
PRESENTLY DIRECTORS OF THE WMA CORPORATION AND WHOSE TERMS EXPIRE ON THE DATE OF
THE ANNUAL MEETING.
DIRECTOR NOMINEES
S. HUBERT HUMPHREY, JR.
Director since 1995
Mr. Humphrey, age 57, is President and Director of The WMA Corporation and
of WMA Life Insurance Company Limited, WMA Corp.'s wholly owned subsidiary. Mr.
Humphrey is President and a Director of World Financial Group, Inc., a financial
services holding company.
Mr. Humphrey also holds various positions with the following subsidiaries
of World Financial Group, Inc.:
- Chief Executive Officer, Treasurer and a Director of World Marketing
Alliance, Inc. (WMA Agency), a corporation engaged in business as an
insurance agency which has, for licensing purposes, interests in certain
related entities and is associated with persons involved in the marketing
and sale of insurance, annuities and other financial service products;
- President and a Director of WMA Management Services, Inc., a corporation
providing executive management services;
- Chairman and a Director of WMA Investment Advisors, Inc., a registered
investment adviser engaged in providing investment advice to customers;
and
- President and a Director of WMA Advisory Services, Inc., a registered
investment adviser engaged in providing asset allocation modeling
investment advisory services.
Mr. Humphrey is also Chairman and a Director of World Internet Holdings,
Inc. and its subsidiaries, DotPlanet.com, Inc., an internet service provider,
and Broadband Marketing Corporation and its subsidiary, Zillionaire.com, Inc.,
an internet marketing company.
Mr. Humphrey has been in the financial services field for over 20 years. He
was a Senior National Sales Director of A.L. Williams & Associates and an
executive officer and director of A.L. Williams Corporation, a life reinsurance
company affiliated with A.L. Williams & Associates.
3
<PAGE> 7
THOMAS W. MONTGOMERY
Director since 1995
Mr. Montgomery, age 51, is Executive Vice President, Secretary and a
Director of WMA Corp. and Vice President and a Director of WMA Life. Mr.
Montgomery also serves as Executive Vice President, Treasurer and a Director of
World Financial Group, Inc.; President of WMA Agency; Vice President, Secretary
and a Director of WMA Management Services, Inc.; Executive Vice President and a
Director of WMA Investment Advisors, Inc.; Vice President, Secretary and a
Director of WMA Advisory Services, Inc.; Chairman, President, Treasurer and a
Director of WMA Consumer Services, Inc., a consumer financial services firm;
Secretary and a Director of World Internet Holdings, Inc., DotPlanet.com, Inc.,
Broadband Marketing Corporation and Zillionaire.com, Inc.
Mr. Montgomery is a certified public accountant and was an audit and tax
partner in the accounting firms of Richter & Company, P.C. and Davis,
Crittenden, Richter & Fletcher. Prior to his joining WMA Agency, Mr. Montgomery
represented Mr. Humphrey and his various business interests including WMA Agency
between 1982 and 1994.
EDWARD F. MCKERNAN
Director since 1997
Mr. McKernan, age 44, is Senior Vice President, Chief Financial Officer,
Actuary and a Director of WMA Corp. and Vice President and Actuary of WMA Life.
Mr. McKernan is also a Senior Vice President and Actuary of WMA Agency. Prior to
joining WMA Corp., he was a Senior Manager in the Life Actuarial Consulting
Practice of KPMG LLP. From August 1990 through September 1993, Mr. McKernan was
the Marketing Actuary of U.S. Operations for Seaboard Life Insurance Company.
Prior to his tenure with Seaboard Life, he was employed by Tillinghast, a Towers
Perrin company, an international actuarial consulting firm. He is a Fellow of
the Society of Actuaries (1988) and a Member of the American Academy of
Actuaries (1985).
C. SIMON SCUPHAM
Director since 1996
Mr. Scupham, age 46, is a Director of WMA Corp. and of WMA Life. Since
1988, Mr. Scupham has been President of CFM Insurance Managers, Ltd., a Bermuda
corporation providing professional management services to international
companies operating in Bermuda. Prior to joining CFM, Mr. Scupham served as the
director of Bermuda operations of the Kemper Group. He is a qualified Chartered
Accountant and Associate Fellow of the Institute of Mathematics and its
Applications. Mr. Scupham is also Chairman of Mutual Risk Captive Group and
Shoreline Mutual Management (Bermuda) Limited.
JOSEPH F. BARONE
Director since 1998
Mr. Barone, age 63, a Director of WMA Corp., is Managing Director of
Research for Firemark Investments of Morristown, NJ, a private investment firm.
From January 1992 through June 1997, he was a Senior Vice President with Swiss
Re Insurance. Prior to his tenure with Swiss Re, Mr. Barone was a Managing
Director of Investment Banking for the insurance industry at Bear Stearns &
Company, Inc. Mr. Barone is a Chartered Financial Analyst and a member of the
New York Society of Security Analysts and the Association of Insurance and
Financial Analysts.
4
<PAGE> 8
BOARD MEETINGS & COMMITTEE MEETINGS
The Board of Directors had two formal meetings in 1999. All members were
present in person or by telephone at these meetings. The Directors regularly
confer with each other on an informal basis and, as authorized by Delaware law,
have otherwise transacted business by unanimous written consent of all Directors
in lieu of a meeting.
The Audit and Compensation Committee, composed of Messrs. Scupham and
Barone, met once in 1999. The members of the committee are independent directors
as defined in NASD Rule 4200(a)(14). The Audit Committee's function is to: (i)
recommend to the Board the engagement or discharge of independent auditors, (ii)
review the auditors' plan for and results of all audit engagements, (iii) review
the scope, results and adequacy of all internal audit procedures, (iv) review
related party transactions and possible conflicts of interest, (v) consider and
recommend to the Board various forms of employee compensation, and (vi)
administer any company employee plans.
EXECUTIVE COMPENSATION
The following table shows compensation we paid to our President and next
most highly compensated executive officers for the last three fiscal years.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND ------------------------------------- STOCK UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS OTHER AWARDS(2) OPTIONS(#)
------------------ ---- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
S. Hubert Humphrey, Jr............ 1999 -- -- $ 48,851(1) $1,412,878 300,000
President and CEO 1998 -- -- 240,708(1)
1997 -- -- 177,135(1)
Edward F. McKernan................ 1999 $181,867 -- -- $ 164,836 35,000
Senior Vice President, CFO 1998 78,806 -- --
and Actuary 1997 -- -- --
</TABLE>
---------------
(1) Amounts shown represent payments made to entities controlled by Mr. Humphrey
under written agreements between these entities and WMA Corp. These
payments, while not paid directly to Mr. Humphrey, may be deemed to be
indirect compensation to Mr. Humphrey.
(2) The dollar value of the options, and their underlying shares of common
stock, cannot be determined since there is no public market presently for
the common stock. A variant of the Black-Scholes option-pricing model was
used to determine the value of the restricted stock awards.
WMA Corp. presently employs two executives, including Mr. McKernan, and
four professional and administrative staff persons. Mr. Humphrey and Mr.
Montgomery are executive officers but devote a limited amount of time to WMA
Corp. and receive no direct cash compensation from WMA Corp.
Independent directors receive compensation for Board meetings, committee
meetings and for advisory services on other company matters as deemed necessary.
Compensation paid to the independent directors during 1999 totaled $11,500.
5
<PAGE> 9
STOCK OPTION AWARDS IN 1999(1)
<TABLE>
<CAPTION>
MAXIMUM
NUMBER OF
SHARES PERCENT
SUBJECT TO OF
NAME AND OPTION EXERCISE PRICE EXPIRATION GRANT DATE OPTIONS
PRINCIPAL POSITION GRANTED PER SHARE(2) DATE(3) PRESENT VALUE(4) GRANTED
------------------ ---------- -------------- ------------- ---------------- -------
<S> <C> <C> <C> <C> <C>
S. Hubert Humphrey, Jr............. 300,000 $15.00 June 15, 2004 $4.71 66.7%
President
Thomas W. Montgomery............... 100,000 $15.00 June 15, 2004 $4.71 22.2%
Executive Vice President and
Secretary
Edward F. McKernan................. 35,000 $15.00 June 15, 2004 $4.71 7.8%
Senior Vice President, CFO, and
Actuary
C. Simon Scupham................... 2,500 $15.00 June 15, 2004 $4.71 0.6%
Director
Joseph F. Barone................... 7,500 $15.00 June 15, 2004 $5.08 1.7%
Director
All Executive Officers, as a
Group............................ 435,000 $15.00 June 15, 2004 $4.71 96.7%
All Non-Executive Officer
Directors, as a Group............ 10,000 $15.00 June 15, 2004 $4.99 2.2%
All Non-Executive Officer
Employees, as a Group............ 5,000 $15.00 June 15, 2004 $4.82 1.1%
</TABLE>
---------------
(1) Options granted in 1999 are not exercisable presently, but may become
exercisable upon approval of Proposal 2 to amend the plan.
(2) The exercise price is the price per share of common stock offered in 1999.
(3) Options may be exercised after the third anniversary date of the optionee's
date of affiliation with WMA Corp. Options can be exercised in whole or in
part and become immediately exercisable upon a change in control of WMA
Corp.
(4) A variant of the Black-Scholes option-pricing model was used to determine
the grant date value for the options. The dollar value of the options, and
their underlying shares of common stock, cannot be determined since there is
no public market presently for the common stock. The value shown assumes all
options will be exercised.
6
<PAGE> 10
PRINCIPAL STOCKHOLDERS
The following table shows the stockholders who hold more than 5% of WMA
Corp.'s outstanding common stock as of July 14, 2000.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES CLASS
------------------------ --------- ----------
<S> <C> <C>
S. Hubert Humphrey, Jr...................................... 900,311(1) 36.1%
Richard Thawley(2).......................................... 200,000(3) 8.0%
Monte Holm(4)............................................... 160,726(5) 6.5%
</TABLE>
---------------
(1) Includes 400,311 shares of common stock for which WMA Agency (of which Mr.
Humphrey is the principal stockholder) holds voting proxies. Mr. Humphrey
has pledged 500,000 shares of his common stock as security for several
loans. Does not reflect options for Mr. Humphrey to purchase an additional
300,000 shares of common stock* or ownership of 66,666 shares of Series A
convertible preferred non-voting stock of WMA Corp.
(2) Mr. Thawley is a WMA Sales Associate.
(3) Mr. Thawley owns 88,200 shares individually of record. 20,000 shares are
owned by Mr. Thawley's children. 91,800 shares are owned by two trusts for
the benefit of Mr. Thawley and his wife.
(4) Mr. Holm is a former WMA Sales Associate and a current employee of WMA
Agency.
(5) Mr. Holm owns 9,226 shares individually of record, 40,000 shares jointly
with his wife and 1,500 shares jointly with Mr. Steve Marx. 110,000 shares
are held by seven trusts created by Mr. Holm and his wife. Does not include
55,000 shares of Series A convertible preferred non-voting stock of WMA
Corp.
*********************************************************
The following table shows the amount of common stock owned by each of WMA
Corp.'s Board of Directors as of July 14, 2000.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES(1) CLASS
------------------------ --------- ----------
<S> <C> <C>
S. Hubert Humphrey, Jr...................................... 900,311(2) 36.1%
Thomas W. Montgomery........................................ 9,908(3) 0.4%
Edward F. McKernan.......................................... 5,000(4) 0.2%
C. Simon Scupham............................................ 0 0
Joseph F. Barone............................................ 0 0
All directors and executive officers as a Group (5
persons).................................................. 915,219 36.7%
</TABLE>
---------------
(1) All shares are owned individually of record unless otherwise noted.
(2) Includes 400,311 shares of common stock for which WMA Agency (of which Mr.
Humphrey is the principal stockholder) holds voting proxies. Mr. Humphrey
has pledged 500,000 shares of his common stock as security for several
loans. Does not reflect options for Mr. Humphrey to purchase an additional
300,000 shares of common stock* or ownership of 66,666 shares of Series A
convertible preferred non-voting stock of WMA Corp.
(3) Does not reflect options for Mr. Montgomery to purchase an additional
100,000 shares of common stock* or ownership of 3,333 shares of Series A
convertible preferred non-voting stock of WMA Corp.
(4) Does not reflect options for Mr. McKernan to purchase an additional 35,000
shares of common stock.*
---------------
* Options will not become exercisable unless the amendment in Proposal 2 is
approved and at least $15 million in new capital is raised by January 1, 2002,
or there is a change in control in WMA Corp.
7
<PAGE> 11
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the SEC require WMA Corp.'s directors, executive officers, and
stockholders who own more than 10% of its common stock to file initial stock
ownership reports and reports of any subsequent stock transactions. Based solely
on a review of copies of the reports received by WMA Corp., we believe that all
Section 16(a) filing requirements were met for fiscal year 1999.
2. AMENDMENT OF THE 1999 STOCK OPTION PLAN
The 1999 Stock Option Plan, which you approved last year, and the options
issued under the Plan to date, limited the number of shares exercisable under
the plan to a formula which included the proceeds received from the sale of
stock by December 31, 1999. WMA Corp. did not sell any stock during this period.
Therefore, we are asking your approval to amend the Plan and the outstanding
options to limit the number of shares exercisable in one of three ways:
a) If less than $15 million in capital is raised by the sale of stock
during the period from January 1, 2000 and January 1, 2002, the
outstanding options would lapse and no options would be exercisable.
b) If more than $75 million in capital is raised by the sale of stock
during the same period, the number of shares exercisable would be one
times the number of shares subject to the option.
c) If an amount between $15 million and $75 million is raised from the
sale of stock during the same period, then the number of shares
exercisable would be a formula amount as shown below:
<TABLE>
<C> <C> <C> <C> <S>
Number of shares
to be issued = Number of shares subject to the option x Proceeds raised from sale of stock
----------------------------------
$75,000,000
</TABLE>
While options under this Plan are exercisable one year after the grant, the
total number of shares exercisable might not be determined until January 1,
2002. In the event of change of control, however, all options granted under the
1999 plan will be fully exercisable.
The Board of Directors believes that the proposed amendment to the Plan and
the options issued in 1999 are necessary to provide the needed incentives to
retain key management employees and directors and to encourage them to continue
their efforts toward raising the additional capital needed to fund the
operations of WMA Corp. Additional information, including the principal features
of the 1999 Stock Option Plan and the options granted under the Plan, can be
found in Proposal 2 on pages 9 through 12 of WMA Corp.'s definitive proxy
statement dated August 3, 1999 as filed with the SEC, which information is
incorporated by reference. This information can be accessed on the Internet at
the SEC's Web site, www.sec.gov, using the Edgar Form Search for DEF 14A under
WMA Corp.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE 1999
STOCK OPTION PLAN.
8
<PAGE> 12
3. AMENDMENT OF THE 1999 WARRANTS
The 1999 Warrants, which you also approved last year, limited the number of
shares exercisable under the Warrants to a formula which included the proceeds
received from the sale of stock by December 31, 1999. WMA Corp. did not sell any
stock during this period. Therefore, we are asking your approval to amend the
outstanding Warrants to limit the number of shares that can be issued upon
exercise of the Warrant in one of three ways:
a) If less than $15 million in capital is raised by the sale of stock in
the period between January 1, 2000 and January 1, 2002, no shares can
be issued under the Warrant.
b) If more than $75 million in capital is raised by the sale of stock
between the same period, the number of shares that can be issued
would be one times the number of shares under the Warrant.
c) If an amount between $15 million and $75 million in capital is raised
from the sale of stock during the period, then the number of shares
that can be issued would be a formula amount as shown below:
<TABLE>
<C> <C> <C> <C> <S>
Number of shares
to be issued = Number of shares exercisable on Warrant x Proceeds raised from sale of stock
----------------------------------
$75,000,000
</TABLE>
The Board of Directors believes that the proposed amendment to the
outstanding Warrants is needed to continue to provide incentive to key
management of WMA Agency for increased sales of products which WMA Corp. can
then reinsure. Additional information, including the principal features of the
Warrants issued in 1999, can be found in Proposal 3 on pages 12 through 14 of
the WMA Corp.'s definitive proxy statement dated August 3, 1999 as filed with
the SEC, which information is incorporated by reference. This information can be
accessed on the Internet at the SEC's Web site, www.sec.gov, using the Edgar
Form Search for DEF 14A under WMA Corp.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE 1999
WARRANTS.
4. RATIFICATION OF KPMG LLP AS INDEPENDENT AUDITORS
The Audit Committee and the Board have recommended the engagement of KPMG
LLP as independent auditors of WMA Corp. for 2000. KPMG LLP has been WMA Corp.'s
independent auditors since 1997. A representative of KPMG LLP will attend the
Annual Meeting, will have an opportunity to make a statement, and will be
available to answer appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION.
9
<PAGE> 13
PROPOSALS OF STOCKHOLDERS
If you would like to present a proposal at the next Annual Meeting,
presently scheduled for August 13, 2001, we will need to receive the proposal by
March 30, 2001 for it to be included. The proposals should be addressed to Mr.
Thomas W. Montgomery, The WMA Corporation, 11315 Johns Creek Parkway, Duluth,
Georgia 30097.
By Order of the Board of Directors
/s/ Thomas W. Montgomery
Thomas W. Montgomery, Secretary
July 28, 2000
10
<PAGE> 14
THE WMA CORPORATION
Proxy
Solicited by the Board of Directors
for the Annual Meeting of Stockholders
to be held on August 14, 2000
The undersigned hereby appoints S. Hubert Humphrey, Jr. and Thomas W.
Montgomery Proxies, each with the power to appoint his substitute, and hereby
authorizes either one or both of them to represent and vote, as designated, all
of the common stock of The WMA Corporation, which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders to
be held at WMA Executive Headquarters, 11315 Johns Creek Parkway, Duluth,
Georgia 30097 at 10:00 a.m., EDT and at any adjournments thereof, upon the
proposals described in the accompanying Notice of the Annual Meeting and the
Proxy Statement relating to the Meeting, receipt of which is hereby
acknowledged.
--------------------------------------------------------------------------------
Please check the box if you intend to attend the Annual Meeting. [ ]
(Continued on Reverse Side)
<PAGE> 15
ANNUAL MEETING OF STOCKHOLDERS OF
THE WMA CORPORATION
August 14, 2000
------------------------------
PROXY VOTING INSTRUCTIONS
------------------------------
TO VOTE BY MAIL
---------------
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
--------------------------------------------
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.
TO VOTE BY INTERNET
-------------------
Please access the web page at "www.voteproxy.com" and follow the on-screen
instructions. Have your control number available when you access the web page.
-------------------------
YOUR CONTROL NUMBER IS --
-------------------------
- Please Detach and Mail in the Envelope Provided -
[X] Please mark your votes as in this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSALS
FOR all nominees WITHHOLD
listed at right (except AUTHORITY
as indicated to the to vote for all nominees
contrary below) listed at right
PROPOSAL 1: [ ] [ ] Nominees:
To elect the persons S. Hubert Humphrey, Jr.
listed at right to Thomas W. Montgomery
the Board of Directors Edward F. McKernan
C. Simon Scupham
INSTRUCTION: To withhold authority for any individual Joseph F. Barone
nominee, mark "FOR" above, but write that nominee's
name in the space below.
_____________________________________________________
FOR AGAINST ABSTAIN
PROPOSAL 2: To Amend the 1999 Stock Option [ ] [ ] [ ]
Plan to limit the number of shares to be issued
upon exercise based upon capital raised
between January 1, 2000 and January 2002.
PROPOSAL 3: To Amend the outstanding 1999 [ ] [ ] [ ]
Warrants to limit the number of shares to
be issued upon exercise based upon capital
raised between January 1, 2000 and
January 1, 2002.
PROPOSAL 4: To ratify the appointment of KPMG [ ] [ ] [ ]
LLP as the independent auditors for the fiscal
year ending December 31, 2000.
DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER
MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION TO THE CONTRARY IS INDICATED, IT WILL BE VOTED FOR THE PROPOSALS.
Please mark, date and sign this Proxy, and return it in the enclosed,
return-addressed envelope. No postage is necessary.
PLEASE RETURN PROXY AS SOON AS POSSIBLE.
Number of Shares Owned: ________________________
Signature(s) of Stockholder(s) _______________________________________
Name(s) of Stockholder(s) ____________________________________________
Dated: ____________________________, 2000
(Be sure to date your Proxy)
Note: If stock is held in the name of more than one person, all holders should
sign. Signatures should correspond exactly with the name or names appearing on
the stock certificate(s). When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
