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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 [ ]
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 under Rule 14a-12
AMERICAN NATIONAL FINANCIAL, INC.
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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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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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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AMERICAN NATIONAL FINANCIAL, INC.
1111 E. KATELLA AVENUE, SUITE 220
ORANGE, CALIFORNIA 92867
May 8, 2001
Dear Shareholder:
On behalf of the Board of Directors, I cordially invite you to attend the
Annual Meeting of Shareholders of American National Financial, Inc. The meeting
will be held on June 26, 2001, at 10:00 a.m., Pacific Daylight Time, at the
Irvine Marriott Hotel, 18000 Von Karman Avenue, Irvine, California 92612. The
formal Notice and Proxy Statement for this Meeting are attached to this letter.
It is important that you sign, date and return your proxy as soon as
possible, even if you currently plan to attend the Annual Meeting. You may still
attend the Annual Meeting and vote in person if you desire, but returning your
proxy card now will assure that your vote is counted if you are unable to
attend. Your vote is important, regardless of the number of shares you own.
On behalf of the Board of Directors, I thank you for your cooperation.
Sincerely,
/s/ MICHAEL C. LOWTHER
MICHAEL C. LOWTHER
Chairman of the Board
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AMERICAN NATIONAL FINANCIAL, INC.
1111 E. KATELLA AVENUE, SUITE 220
ORANGE, CALIFORNIA 92867
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 26, 2001
To our Shareholders:
The Annual Meeting of Shareholders of American National Financial, Inc., a
California corporation, will be held on Tuesday, June 26, 2001, at 10:00 a.m.,
Pacific Daylight Time, at the Irvine Marriott Hotel, 18000 Von Karman Avenue,
Irvine, California 92612 for the following purposes:
(1) to elect eight directors to serve for the next year or until their
successors are duly elected and qualified or until their earlier death,
resignation or removal; and
(2) to transact such other business as may properly come before the
Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only shareholders of record at the close of
business on April 27, 2001, are entitled to notice of and to vote at the
Meeting. All shareholders are cordially invited to attend the Meeting in person.
Sincerely,
/s/ SUSAN E. BOW
SUSAN E. BOW
Corporate Secretary
Orange, California
May 8, 2001
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE
ENCLOSED ENVELOPE TO ASSURE REPRESENTATION OF YOUR SHARES.
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AMERICAN NATIONAL FINANCIAL, INC.
1111 E. KATELLA AVENUE, SUITE 220
ORANGE, CALIFORNIA 92867
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PROXY STATEMENT
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INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited by the Board of Directors of American
National Financial, Inc. (the "Company") for use at the Annual Meeting of
Shareholders (the "Meeting") to be held Tuesday, June 26, 2001, at 10:00 a.m.,
Pacific Daylight Time, or at any adjournment thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of Shareholders. The
Meeting will be held at the Irvine Marriott Hotel, 18000 Von Karman Avenue,
Irvine, CA 92612.
It is anticipated that such proxy, together with this Proxy Statement, will
be first mailed on or about May 16, 2001, to all shareholders entitled to vote
at the Meeting.
The Company's principal executive offices are located at 1111 E. Katella
Avenue, Suite 220, Orange, California 92867, and its telephone number at that
address is (714) 289-4300.
All shares represented by each properly signed and returned proxy card in
the accompanying form, unless revoked, will be voted at the Meeting in
accordance with the shareholder's instructions indicated on the proxy card. If
no instructions are marked on the proxy card, the shares will be voted in favor
of the proposals described in this Proxy Statement. The accompanying proxy may
be revoked by a shareholder at any time before it is voted, either by delivering
a subsequent proxy or other written notice of revocation to the attention of the
Corporate Secretary of the Company at 4050 Calle Real, Santa Barbara, California
93110 or by attending the Meeting and voting in person.
The only outstanding voting securities of the Company are shares of its
Common Stock, zero par value per share ("Common Stock"). Each Shareholder of
record at the close of business on April 27, 2001 is entitled to notice of and
to vote at the Meeting and at any adjournment or adjournments thereof. On that
date, there were 7,216,903 shares of Common Stock outstanding, with each share
entitled to one vote. The presence, in person or by proxy, of a majority of the
shares entitled to vote will constitute a quorum for the Meeting. Abstentions
from voting, which may be specified on all matters except the election of
directors, will be considered shares present and entitled to vote on a matter
and, accordingly, will have the same effect as a vote against a matter. Broker
non-votes are included in the determination of the number of shares present and
voting; however, they are not counted for purposes of determining the number of
votes cast with respect to a particular proposal. Accordingly, broker non-votes
are not counted as votes for or against the proposal.
The Company will pay the cost of the solicitation of proxies, including
preparing and mailing the Notice of Annual Meeting of Shareholders, this Proxy
Statement and the proxy card. Following the mailing of this Proxy Statement,
directors, officers and employees of the Company may solicit proxies by
telephone, facsimile transmission or other personal contact, for which services
such persons will receive no additional compensation. Brokerage houses and other
nominees, fiduciaries and custodians who are holders of record of shares of
Common Stock will be requested to forward proxy soliciting material to the
beneficial owners of such shares and will be reimbursed by the Company for their
charges and expenses in connection therewith at customary and reasonable rates.
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PROPOSAL 1
ELECTION OF DIRECTORS
Under its Bylaws, the Board may set the number of Directors at no less than
three and no more than twelve. During 2000, there were eight Directors. Terms of
the members of the Board of Directors are for one-year periods.
Directors will be elected by a plurality of the votes of the shares of
Common Stock present in person or represented by proxy at the Meeting and
entitled to vote on the election of directors. Each nominee elected as a
Director will continue in office until his or her successor has been elected or
until his or her earlier death, resignation or retirement. The Board of
Directors has proposed the following nominees for election as Directors with
terms expiring in 2002:
Michael C. Lowther Barbara A. Ferguson
William P. Foley, II Bruce Elieff
Wayne D. Diaz Matthew K. Fong
Carl A. Strunk Bruce L. Nelson
Each director will be elected by a plurality of the votes cast at the
meeting. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for Messrs. Lowther, Foley, Diaz, Strunk, Elieff, Fong, and
Nelson and Ms. Ferguson. In the event that a nominee of the Company is unable or
declines to serve as a director at the time of the Meeting, proxies will be
voted for any nominee who shall be designated by the present Board of Directors
to fill the vacancy. It is not expected any nominee will be unable or will
decline to serve as a director.
THE BOARD OF DIRECTORS OF AMERICAN NATIONAL FINANCIAL, INC. RECOMMENDS A
VOTE "FOR" THE ELECTION OF THE ABOVE NOMINEES
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The principal occupation and certain other information about the nominees
are included in the following table:
NOMINEES FOR ELECTION -- TERM EXPIRING 2002
DIRECTOR
NAME OCCUPATION AGE SINCE
---- ---------- --- --------
Michael C. Lowther Chairman of the Board and Chief Executive Officer 59 1996
American National Financial, Inc.
Orange, California
William P. Foley, II Chairman of the Board and Chief Executive Officer 56 1997
Fidelity National Financial, Inc.
Irvine, California
Wayne D. Diaz President 53 1996
American National Financial, Inc.
Orange, California
Carl A. Strunk Executive Vice President and Chief Financial 63 1999
Officer
American National Financial, Inc.
Orange, California
Barbara A. Ferguson Executive Vice President 44 1997
American National Financial, Inc.
Orange, California
Bruce Elieff Principal 44 1998
Sun Cal Companies
Anaheim, California
Matthew K. Fong Of Counsel 47 1998
Sheppard, Mullin, Richter & Hampton
Los Angeles, California
Bruce L. Nelson Chairman of the Board 52 N/A
Roundtree Capital Corporation
Santa Barbara, California
MICHAEL C. LOWTHER
Mr. Lowther is Chairman of the Board of the Company and has been since
March 2000. He has been Chief Executive Officer and a director of the Company
since 1996. For approximately 15 years prior to joining American Title Company,
Mr. Lowther served as Chairman of the Board and Chief Executive Officer of World
Title Company, which he co-founded in 1980.
WILLIAM P. FOLEY, II
Mr. Foley is a director of the Company. He joined the Company as its
Chairman of the Board in June 1997 and served in that capacity through March
2000. Mr. Foley is the Chairman of the Board and Chief Executive Officer of
Fidelity National Financial, Inc. and has been since its formation in 1984. Mr.
Foley was President of Fidelity National Financial, Inc. from its formation in
1984 until December 31, 1994. Mr. Foley is currently serving as Chairman of the
Board of CKE Restaurants, Inc., Checkers Drive-In Restaurants, Inc. and Santa
Barbara Restaurant Group, Inc. He is Co-Chairman of the Board of Directors of
Micro General Corporation and a director of Fresh Foods, Inc. and Miravant
Medical Technologies, Inc.
WAYNE D. DIAZ
Mr. Diaz has been President and a director of the Company since its
formation. During the five years prior to joining the Company, Mr. Diaz held the
position of Executive Vice President of Fidelity National Title Insurance
Company.
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CARL A. STRUNK
Mr. Strunk joined the Company as its Executive Vice President and Chief
Financial Officer in August 1998 and was elected a director in 1999. Mr. Strunk
is Executive Vice President, Finance of CKE Restaurants, Inc. and was its Chief
Financial Officer from February 1997 through April 2001. He served as Executive
Vice President and Chief Financial Officer of Fidelity National Financial, Inc.
from March 1992 to September 1997, and thereafter served as Executive Vice
President, Finance, until March 1998. Mr. Strunk is also a member of the Board
of Directors of Micro General Corporation.
BARBARA A. FERGUSON
Ms. Ferguson joined the Company in August 1997 as Executive Vice President
and a director. For approximately 12 years prior to joining American National
Financial, Inc., Ms. Ferguson served as Senior Vice President of Fidelity
National Title Insurance Company.
BRUCE ELIEFF
Mr. Elieff was elected to the Company's Board of Directors in August 1998.
Mr. Elieff is a principal of Sun Cal Companies, a real estate development firm
located in Southern California. He has held this position since 1977.
MATTHEW K. FONG
Mr. Fong was elected to the Company's Board of Directors in November 1998.
In January 1999, Mr. Fong joined the law firm of Sheppard, Mullin, Richter &
Hampton LLP. From 1995 to 1998, Mr. Fong served as the State Treasurer of the
State of California. From 1991 to 1995, Mr. Fong served as Vice Chairman of the
California State Board of Equalization.
BRUCE L. NELSON
Mr. Nelson is currently the Chairman of the Board of Roundtree Capital
Corporation, a private investment company he founded in 1990. From 1980 to 1990,
Mr. Nelson served as Vice President and Treasurer with Rockefeller Group, Inc.
BOARD MEETINGS AND COMMITTEES
The Board of Directors held four formal meetings during the year ended
December 31, 2000.
The Board presently has an Audit Committee and a Compensation Committee.
All members attended 100% of all meetings of the Board of Directors. The Audit
Committee, which consisted of Messrs. Elieff and Fong during 2000 and currently
consists of Messrs. Elieff, Fong and Nelson, was formed in March 1999. The Audit
Committee meets independently with the internal audit staff, representatives of
the Company's independent auditors and representatives of senior management. The
Audit Committee met two times and discussed the general scope of the Company's
annual audit, the fee charged by the independent auditors and other matters
relating to internal control systems. In addition, the Audit Committee is
responsible for reviewing and monitoring the performance of non-audit services
by the Company's auditors. The Committee is responsible for recommending the
engagement or discharge of the Company's independent auditors.
The Compensation Committee was formed in March 1999 and consisted of
Messrs. Elieff and Fong during 2000 and currently consists of Messrs. Elieff,
Fong and Nelson. The Compensation Committee reviews and reports to the Board
concerning the salary, fee and benefit programs designed for senior management,
officers and directors with a view to ensuring that the Company is attracting
and retaining highly-qualified individuals through competitive salary, fee and
benefit programs and encouraging continued extraordinary effort through
incentive rewards.
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DIRECTOR COMPENSATION
Directors who are not employees of the Company receive $2,000 per Board of
Directors meeting attended, plus reimbursement of reasonable expenses. There is
a fee of $1,000 per Committee meeting attended. Directors who are employees of
the Company do not receive any compensation for acting as directors, except for
reimbursement of reasonable expenses, if any, for Board meeting attendance.
EXECUTIVE OFFICERS
The executive officers of the Company as of the date of this Proxy
Statement are set forth in the table below. Biographical information for these
executive officers who also serve as directors is set forth on page 3 and 4 of
this Proxy Statement.
EMPLOYED
NAME OCCUPATION AGE SINCE
---- ---------- --- --------
Michael C. Lowther................... Chairman of the Board and Chief Executive 59 1996
Officer
Wayne D. Diaz........................ President 53 1996
Carl A. Strunk....................... Executive Vice President and Chief Financial 63 1998
Officer
Dennis R. Duffy...................... Executive Vice President 58 1996
Barbara A. Ferguson.................. Executive Vice President 44 1997
PRINCIPAL SHAREHOLDERS
The following table shows, with respect to each person or entity known to
the Company to be the beneficial owners of more than 5% of the Company's Common
Stock as of April 1, 2001 (other than directors or executive officers of the
Company), (1) the number of shares of Common Stock so owned, and (2) the
percentage of all shares outstanding represented by such ownership (based upon
the number of shares outstanding as of April 1, 2001).
NUMBER OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF CLASS
------------------------------------ --------- --------
Fidelity National Financial, Inc. ........................ 2,099,996 28.92%
17911 Von Karman Avenue
Irvine, California 92614
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership as of April 1, 2001
of the Common Stock of the Company by each director who owns shares, by the
director nominees, all executive officers named in the Summary Compensation
Table, and all directors and executive officers as a group. The information as
to beneficial stock ownership is based on data furnished by the persons
concerning whom such information is given.
NUMBER OF NUMBER OF PERCENT OF
NAME AND ADDRESS SHARES OWNED OPTIONS(1) TOTAL TOTAL
---------------- ------------ ---------- --------- ----------
Michael C. Lowther................... 1,037,135 172,641 1,209,776 16.27%
William P. Foley, II................. 450,256 75,000 525,256 7.16%
Wayne D. Diaz........................ 1,025,334 172,641 1,197,975 16.11%
Carl A. Strunk....................... 141,862 69,998 211,860 2.89%
Dennis R. Duffy...................... 165,986 76,667 242,653 3.31%
Barbara A. Ferguson.................. 218,273 96,109 314,382 4.27%
Bruce Elieff......................... -0- 10,000 10,000 *
Matthew K. Fong...................... 37,871 10,000 47,871 *
Bruce L. Nelson...................... -0- -0- -0- *
All directors and officers (9
persons)........................... 3,076,717 683,056 3,759,773 47.32%
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* Represents less than 1% of the Company's Common Stock.
(1) Represents shares subject to stock options that are exercisable on April 1,
2001 or become exercisable within 60 days of April 1, 2001.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by the
Company and its subsidiaries to the named executive officers of the Company for
all services in all capacities during the years indicated.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
LONG TERM
COMPENSATION
--------------------------
OTHER RESTRICTED SECURITIES ALL OTHER
SALARY BONUS ANNUAL STOCK UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($)(2) COMPENSATION AWARDS OPTIONS(#)(3) ($)(4)
--------------------------- ---- -------- -------- ------------ ---------- ------------- ------------
Michael C. Lowther............... 2000 $270,516 $200,000 $-- $-- 171,667 $4,605
Chairman of the Board 1999 267,454 185,000 -- -- 27,640 530
and Chief Executive Officer 1998 256,667 275,000 -- -- -- --
Wayne D. Diaz.................... 2000 270,516 200,000 -- -- 171,667 4,427
President 1999 267,454 185,000 -- -- 27,640 319
1998 256,667 275,000 -- -- -- --
Dennis R. Duffy.................. 2000 161,038 125,000 -- -- 141,667 1,597
Executive Vice President 1999 166,901 125,000 -- -- 10,000 530
1998 162,958 160,000 -- -- -- --
Barbara A. Ferguson.............. 2000 170,500 125,000 -- -- 141,667 1,757
Executive Vice President 1999 167,450 125,000 -- -- 10,000 --
1998 170,000 160,000 -- -- -- --
---------------
(1) Amounts shown for the indicated fiscal year include amounts deferred at the
election of the named executive officer pursuant to the Company's 401(k)
plan.
(2) Bonuses were awarded during the year following the fiscal year to which the
bonuses relate, based on an evaluation by the Compensation Committee of the
Board of Directors. Amounts shown for the indicated fiscal year include cash
bonus amounts earned in the indicated fiscal year and deferred at the
election of the named executive officer and utilized to reduce the exercise
price of stock options granted to such officer in the subsequent fiscal year
pursuant to the 1999 Stock Option Plan. Bonus amounts applied to reduce the
exercise price of stock option grants awarded and included in this column
for 2000 and 1999, the only years in which this Plan has been in effect, are
as follows: (i) Mr. Lowther: $100,000 -- 2000 bonus, $92,500 -- 1999 bonus;
(ii) Mr. Diaz: $100,000 -- 2000 bonus, $92,500 -- 1999 bonus; (iii) Mr.
Duffy: $12,500 -- 2000 bonus, $62,500 -- 1999 bonus; and (iv) Ms. Ferguson
$41,663 -- 2000 bonus, $62,500 -- 1999 bonus.
(3) The number of securities underlying options has been adjusted to reflect all
dividends.
(4) Amounts shown for fiscal 2000 consist of the following: (i) Mr. Lowther:
Company paid life insurance premiums -- $1,354, Company contribution to
Employee Stock Purchase Plan -- $3,251; (ii) Mr. Diaz: Company paid life
insurance premiums -- $1,176, Company contribution to Employee Stock
Purchase Plan -- $3,251; (iii) Mr. Duffy: Company paid life insurance
premiums -- $708, Company contribution to Employee Stock Purchase
Plan -- $889; and (iv) Ms. Ferguson: Company paid life insurance
premiums -- $90, Company contribution to Employee Stock Purchase
Plan -- $1,667.
OFFICER AND DIRECTOR LOANS
The Board of Directors adopted an Employee Stock Purchase Loan Plan
("Employee Plan") and the Non-Employee Director Stock Purchase Loan Program
("Director Program"). The Employee Plan
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authorized an aggregate amount of $1.7 million to make loans to key employees to
purchase shares of the Company's Common Stock through open market purchases or
in privately negotiated transactions. The Director Program authorized an
aggregate amount of $300,000 to make loans to outside directors to purchase
shares of the Company's Common Stock through open market purchases or in
privately negotiated transactions. The loans are at an interest rate of 6 1/4%
per annum for a term of five years immediately callable in the event of
termination of employment or resignation as a director, as the case may be.
During fiscal year 2000, each of the following named executive officers
participated in the Employee Plan Program, and the highest aggregate
indebtedness to the Company for each participant was as follows: Mr.
Lowther -- $259,157; Mr. Diaz -- $259,157; Mr. Duffy -- $259,157; and Ms.
Ferguson -- $259,157.
During fiscal year 2000, each of the following named directors participated
in the Director Program, and the highest aggregate indebtedness to the Company
for each participant was as follows: Mr. Foley -- $466,482; Mr.
Strunk -- $259,157; and Mr. Fong -- $103,663.
OPTION GRANTS
The following table provides information as to options to purchase Common
Stock granted to the named individuals during 2000 pursuant to the Company's
1998 Stock Incentive Plan and 1999 Stock Option Plan.
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF PERCENTAGE OF RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(3)
OPTION EMPLOYEES IN BASE PRICE EXPIRATION ------------------------
NAME GRANTS(#) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
---- ---------- ------------- ----------- ---------- ---------- ----------
Michael C. Lowther..... 50,000 $3.00(1) 3/13/10 $ 94,500 $238,500
61,667 $1.50(2) 3/14/10 58,275 147,076
60,000 $2.69(1) 10/4/10 101,606 256,435
-------
171,667 10.8%
Wayne D. Diaz.......... 50,000 $3.00(1) 3/13/10 $ 94,500 $238,500
61,667 $1.50(2) 3/14/10 58,275 147,076
60,000 $2.69(1) 10/4/10 101,606 256,435
-------
171,667 10.8%
Dennis R. Duffy........ 50,000 $3.00(1) 3/13/10 $ 94,500 $238,500
41,667 $1.50(2) 3/14/10 39,375 99,376
50,000 $2.69(1) 10/4/10 84,672 213,696
-------
141,667 8.9%
Barbara A. Ferguson.... 50,000 $3.00(1) 3/13/10 $ 94,500 $238,500
41,667 $1.50(2) 3/14/10 39,375 99,376
50,000 $2.69(1) 10/4/10 84,672 213,696
-------
141,667 8.9%
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(1) The fair market value of the Company's Common Stock on the date of grant.
(2) The options granted under the 1999 Stock Option Plan were granted to key
employees of the Company at an exercise price of $3.00, the fair market
value of the Company's Common Stock on the date of grant. The executive
officer applied his/her deferred bonus amount to reduce the exercise price
to $1.50 per share. (See note (2) of Summary Compensation Table.) Unless
sooner exercised, the exercise price of these options will decrease
approximately $0.05 per year through 2010, at which time the exercise price
will be $0.95.
(3) These are assumed rates of appreciation and are not intended to forecast
future appreciation of the Company's Common Stock.
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OPTION EXERCISES AND FISCAL YEAR-END VALUES
There were no stock option exercises by the named individuals in 2000. The
Company did not reprice any existing options during the last completed fiscal
year.
AGGREGATED STOCK OPTION EXERCISES
IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES VALUE DECEMBER 31, 2000 DECEMBER 31, 2000
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
Michael C. Lowther............. None N/A 80,094 119,213 $104,094 $39,400
Wayne D. Diaz.................. None N/A 80,094 119,213 $104,094 $39,400
Dennis R. Duffy................ None N/A 48,334 103,333 $ 70,334 $34,400
Barbara A. Ferguson............ None N/A 48,334 103,333 $ 70,334 $34,400
EMPLOYMENT AGREEMENTS
The Company entered into a three-year employment agreement with its
Chairman and Chief Executive Officer, Mr. Lowther, effective August 8, 1998.
Following the expiration of the initial term, the employment agreement will
automatically renew for successive one-year terms unless Mr. Lowther or the
Company notifies the other of his or its intent not to renew the agreement.
However, the Company may only decline to renew the agreement if the Company or
any of its subsidiaries does not meet the budgeted expectations for such
entities as determined by the Company's Board of Directors in the exercise of
reasonable discretion. Pursuant to this agreement, Mr. Lowther's annual base
salary is $260,000. The agreement provides for additional incentive compensation
in respect of each fiscal year ending during the term thereof as determined by
the Chairman of the Board and the Board of Directors. The agreement allows the
Company to terminate Mr. Lowther upon written notice without cause, in which
case he will receive (i) severance pay in an amount equal to his annual salary
in effect as of the date of termination plus the total bonus paid or payable to
him for the most recent calendar year multiplied by the greater number of years
remaining in the term of employment, including partial years, or 2 years, and
(ii) maintenance of all benefit plans and programs for Mr. Lowther for the
greater of 2 years or the number of years (including partial years) remaining in
the agreement. Upon Mr. Lowther's death, his estate will receive a payment in
the amount of the annual base salary for the remainder of the agreement and the
minimum annual bonus without offset prorated throughout the date of termination.
Upon incapacity or disability for a continuous period of nine months, the
Company may terminate the employment contract with Mr. Lowther upon payment of
an amount equal to his annual base salary, without offset for the remainder of
the agreement. The Company entered into an amendment with Mr. Lowther to his
employment agreement that provides for a change of control provision. This
provision enables Mr. Lowther to terminate his employment agreement due to a
change in control during the period commencing 60 days and expiring 365 days
after such change in control. In the event of termination of the agreement for
good reason (defined in the agreement as a change in control) or if Mr.
Lowther's employment is terminated following a change in control under certain
circumstances then he will receive (i) his minimum annual base salary through
the date of termination, (ii) severance pay in an amount equal to his annual
salary in effect as of the date of termination plus the total bonus paid or
payable to him for the most recent calendar year multiplied by the greater of
the number of years (including partial years) remaining in the agreement or the
number 1, and (iii) maintenance of all benefit plans and programs for Mr.
Lowther for the number of years (including partial years) remaining in the
agreement.
The Company entered into a three-year employment agreement with Wayne D.
Diaz effective August 8, 1998. Following the expiration of the initial term, the
employment agreement will automatically renew for successive one-year terms
unless Mr. Diaz or the Company notifies the other of his or its intent not to
renew the agreement. However, the Company may only decline to renew the
agreement if the Company or any of its subsidiaries does not meet the budgeted
expectations for such entities as determined by the Company's Board of Directors
in the exercise of reasonable discretion. Pursuant to this agreement, Mr. Diaz's
annual base salary
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is $260,000. The agreement provides for additional incentive compensation in
respect of each fiscal year ending during the term thereof as determined by the
Chairman of the Board and the Board of Directors. The agreement allows the
Company to terminate Mr. Diaz upon written notice without cause, in which case
he will receive (i) severance pay in an amount equal to his annual salary in
effect as of the date of termination plus the total bonus paid or payable to him
for the most recent calendar year multiplied by the greater number of years
remaining in the term of employment, including partial years, or 2 years, and
(ii) maintenance of all benefit plans and programs for Mr. Diaz for the greater
of 2 years or the number of years (including partial years) remaining in the
agreement. Upon Mr. Diaz's death, his estate will receive a payment in the
amount of the annual base salary for the remainder of the agreement and the
minimum annual bonus without offset prorated throughout the date of termination.
Upon incapacity or disability for a continuous period of nine months, the
Company may terminate the employment contract with Mr. Diaz upon payment of an
amount equal to his annual base salary, without offset for the remainder of the
agreement. The Company entered into an amendment with Mr. Diaz to his employment
agreement that provides for a change of control provision. This provision
enables Mr. Diaz to terminate his employment agreement due to a change in
control during the period commencing 60 days and expiring 365 days after such
change in control. In the event of termination of the agreement for good reason
(defined in the agreement as a change in control) or if Mr. Diaz's employment is
terminated following a change in control under certain circumstances then he
will receive (i) his minimum annual base salary through the date of termination,
(ii) severance pay in an amount equal to his annual salary in effect as of the
date of termination plus the total bonus paid or payable to him for the most
recent calendar year multiplied by the greater of the number of years (including
partial years) remaining in the agreement or the number 1, and (iii) maintenance
of all benefit plans and programs for Mr. Diaz for the number of years
(including partial years) remaining in the agreement.
The Company entered into a three-year employment agreement with Dennis R.
Duffy effective August 8, 1998. Following the expiration of the initial term,
the employment agreement will automatically renew for successive one-year terms
unless Mr. Duffy or the Company notifies the other of his or its intent not to
renew the agreement. However, the Company may only decline to renew the
agreement if the Company or any of its subsidiaries does not meet the budgeted
expectations for such entities as determined by the Company's Board of Directors
in the exercise of reasonable discretion. Pursuant to this agreement, Mr.
Duffy's annual base salary is $160,000. The agreement provides for additional
incentive compensation in respect of each fiscal year ending during the term
thereof as determined by the Board of Directors. The agreement allows the
Company to terminate Mr. Duffy upon written notice without cause, in which case
he will receive (i) severance pay in an amount equal to his annual salary in
effect as of the date of termination plus the total bonus paid or payable to him
for the most recent calendar year multiplied by the greater number of years
remaining in the term of employment, including partial years, or 2 years, and
(ii) maintenance of all benefit plans and programs for Mr. Duffy for the greater
of 2 years or the number of years (including partial years) remaining in the
agreement. Upon Mr. Duffy's death, his estate will receive a payment in the
amount of the annual base salary for the remainder of the agreement and the
minimum annual bonus without offset prorated throughout the date of termination.
Upon incapacity or disability for a continuous period of nine months, the
Company may terminate the employment contract with Mr. Duffy upon payment of an
amount equal to his annual base salary, without offset for the remainder of the
agreement.
The Company entered into a three-year employment agreement with Barbara
Ferguson effective August 8, 1998. Following the expiration of the initial term,
the employment agreement will automatically renew for successive one-year terms
unless Ms. Ferguson or the Company notifies the other of her or its intent not
to renew the agreement. However, the Company may only decline to renew the
agreement if the Company or any of its subsidiaries does not meet the budgeted
expectations for such entities as determined by the Company's Board of Directors
in the exercise of reasonable discretion. Pursuant to this agreement, Ms.
Ferguson's annual base salary is $160,000. The agreement provides for additional
incentive compensation in respect of each fiscal year ending during the term
thereof as determined by the Board of Directors. The agreement allows the
Company to terminate Ms. Ferguson upon written notice without cause, in which
case she will receive (i) severance pay in an amount equal to her annual salary
in effect as of the date of termination plus the total bonus paid or payable to
her for the most recent calendar year multiplied by the greater number of years
remaining in the term of employment, including partial years, or 2 years, and
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(ii) maintenance of all benefit plans and programs for Ms. Ferguson for the
greater of 2 years or the number of years (including partial years) remaining in
the agreement. Upon Ms. Ferguson's death, her estate will receive a payment in
the amount of the annual base salary for the remainder of the agreement and the
minimum annual bonus without offset prorated throughout the date of termination.
Upon incapacity or disability for a continuous period of nine months, the
Company may terminate the employment contract with Ms. Ferguson upon payment of
an amount equal to her annual base salary, without offset for the remainder of
the agreement. The Company entered into an amendment with Ms. Ferguson to her
employment agreement that provides for a change of control provision. This
provision enables Ms. Ferguson to terminate her employment agreement due to a
change in control during the period commencing 60 days and expiring 365 days
after such change in control. In the event of termination of the agreement for
good reason (defined in the agreement as a change in control) or if Ms.
Ferguson's employment is terminated following a change in control under certain
circumstances then she will receive (i) her minimum annual base salary through
the date of termination, (ii) severance pay in an amount equal to her annual
salary in effect as of the date of termination plus the total bonus paid or
payable to her for the most recent calendar year multiplied by the greater of
the number of years (including partial years) remaining in the agreement or the
number 1, and (iii) maintenance of all benefit plans and programs for Ms.
Ferguson for the number of years (including partial years) remaining in the
agreement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee was formed in 1999. During fiscal 2000, the
Compensation Committee consisted of two independent directors, including Mr.
Elieff and Mr. Fong, and no member of the Compensation Committee was a former or
current officer or employee of the Company or any of its subsidiaries. In
addition, during that year, no executive officer of the Company served (i) as a
member of the compensation committee or board of directors of another entity,
one of whose executive officers served on the Compensation Committee, or (ii) as
a member of the compensation committee of another entity, one of whose executive
officers served on the Board of Directors.
NO INCORPORATION BY REFERENCE
Notwithstanding anything to the contrary set forth in the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Report of the
Compensation Committee, Report of the Audit Committee and the Performance Graph
shall not be incorporated by reference into any such filings.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee of the Board of Directors is responsible for
establishing and administering the policies that govern executive compensation
and benefit practices. The Compensation Committee evaluates the performance of
the executive officers and determines their compensation levels, in terms of
salary, annual bonus and related benefits, all subject to Board approval. The
Compensation Committee has access to independent compensation data for use in
assessing levels of compensation for officers of the Company.
COMPENSATION PHILOSOPHY
The Company's executive compensation programs are designed to (i) provide
levels of compensation that integrate pay and incentive plans with the Company's
strategic goals, so as to align the interests of executive management with the
long-term interests of the Shareholders; (ii) motivate Company executives to
achieve the strategic business goals of the Company and to recognize their
individual contributions; and (iii) provide compensation opportunities which are
competitive to those offered by other national title insurance companies
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and other middle-market corporations similar in size and performance. Although
the exact identity of the corporations surveyed varies, these generally include
title companies and other corporations equal to or larger than the Company. The
Compensation Committee believes that the components of executive compensation
should include base salary, annual cash bonus, stock option grants and other
benefits and should be linked to individual and Company performance. With regard
to the Company's performance, the measures used for determining appropriate
levels of compensation for executive officers include the Company's national
market share, net margin, quality of service, meeting strategic goals within the
current economic climate and industry environment, scope of responsibilities,
expansion by acquisition or otherwise, and profit retention and profitability,
all of which combine to enhance Shareholder value.
The Committee approves the employment agreements and salary and bonus
levels for key employees, including Mr. Lowther and Mr. Diaz. The Compensation
Committee then makes recommendations with respect to the compensation to the
entire Board of Directors for its approval.
COMPENSATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER FOR FISCAL 2000
Mr. Lowther's compensation for fiscal 2000 was determined pursuant to the
terms of his employment agreement in effect during that period. His employment
agreement provided him with a base annual salary, which may be reviewed and
increased at the discretion of the Chairman of the Board and/or the Compensation
Committee. Mr. Lowther also received a cash bonus, which was determined by the
Board of Directors based on Mr. Lowther's and the Company's performance during
the preceding year. The Company, through the Board of Directors, has the
discretion to award stock options to Mr. Lowther. Mr. Lowther received stock
options in 2000 totaling 171,667 shares of Common Stock. Of these options,
61,667 shares vested upon date of grant, 50,000 vest in three equal, annual
installments beginning on the first anniversary of the date of grant, and the
remaining 60,000 vest in three equal, annual installments beginning on the first
anniversary of the date of grant.
COMPENSATION OF OTHER EXECUTIVES FOR FISCAL 2000
With respect to the base salaries and incentive compensation awarded to
other executive officers in respect of fiscal 2000, the Compensation Committee
approved these amounts pursuant to the executives' employment agreements and the
executives' performances as directed and approved by the Compensation Committee.
The decision of the Compensation Committee with respect to the base salary for
each such executive officer is subjective and was made after consideration of
the performance of the executive in his/her particular area of responsibility,
the executive's contribution to the Company's overall management team and an
assessment of the future contributions the executive should be able to make to
the Company.
Stock Option Grants
As indicated above, an important element of the Company's compensation
philosophy is the desire to align the interests of the executive officers with
the long-term interests of the Company's Shareholders. The purpose of the
Company's Stock Incentive Plan is to attract, retain and award executive
officers and directors and to furnish incentives to these persons to improve
operations, increase profits and positively impact the Company's long-term
performance. Consistent with these objectives, the Compensation Committee
granted options in 2001 for their performance in 2000 to executive officers.
As additional incentive compensation, certain executive officers are
permitted to participate in a program pursuant to which the officer can defer a
portion of his/her bonus and apply the deferred amount to reduce the exercise
price of stock options granted to him/her. In subsequent years, the exercise
price of the options is further reduced by a percentage amount determined by the
Compensation Committee. In 2000, Mr. Lowther, Mr. Diaz, Mr. Duffy and Ms.
Ferguson participated in this bonus deferral program.
Corporate Deduction for Compensation. Section 162(m) of the Internal
Revenue Code generally limits to $1.0 million the corporate deduction for
compensation paid to certain executive officers, unless certain requirements are
met. The Company's policy with respect to the deductibility limit of Section
162(m) generally is to preserve the federal income tax deductibility of
compensation paid to executive officers.
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However, while the tax impact of any compensation arrangement is an important
factor to be considered, the impact is evaluated in light of the Company's
overall compensation philosophy. Accordingly, the Company has and will continue
to authorize the payment of non-deductible compensation if it deems that it is
consistent with its compensation philosophy and in the best interests of the
Company and its Shareholders.
The Compensation Committee
Bruce Elieff
Matthew K. Fong
Bruce L. Nelson
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors submits the following report
on the performance of certain of its responsibilities for the year 2000. During
fiscal 2000, the Audit Committee was composed of two independent directors,
including Messrs. Elieff and Fong. Mr. Nelson was elected to the Board of
Directors Audit Committee on February 13, 2001. The Charter of the Audit
Committee was adopted by the Board of Directors in its present form on April 4,
2000.
Management of the Company has primary responsibility for the financial
statements and the overall reporting process, including the Company's system of
internal controls. The independent auditors are responsible for performing an
independent audit of the Company's consolidated financial statements in
accordance with auditing standards generally accepted in the United States. This
audit serves as a basis for the auditors' opinion in the annual report to
Shareholders addressing whether the financial statements fairly present the
Company's financial position, results of operations and cash flows. The Audit
Committee's responsibility is to monitor and oversee these processes.
In reviewing the independence of the Company's outside auditors, the
Committee has received from KPMG the written disclosures and letter regarding
relationships between KPMG and its related entities and the Company and its
related entities and has discussed with KPMG its independence from the Company,
as required by Independence Standards Board Standard No. 1.
In fulfilling its responsibilities relating to the Company's internal
control, accounting and financial reporting policies and auditing practices, the
Committee has reviewed and discussed with management and KPMG the Company's
audited financial statements for 2000. In this connection, the Committee has
discussed with KPMG its judgments about the quality, in addition to the
acceptability, of the Company's accounting principles as applied in its
financial reporting, as required by Statement on Auditing Standards No. 61.
Based on these reviews and discussions, the Committee recommended to the Board
of Directors that the audited financial statements be included in the Company's
Annual Report on SEC Form 10-K for the year ended December 31, 2000, for filing
with the Securities and Exchange Commission.
The Audit Committee
Bruce Elieff
Matthew K. Fong
Bruce L. Nelson
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PERFORMANCE GRAPH
Set forth below is a graph comparing cumulative total shareholder return on
the Company's common stock against the cumulative total return on the S&P 500
Index and against the cumulative total return of a peer group index comprising
certain companies in the industry in which the Company competes (SIC code
6361 -- Title Insurance) for the period beginning on February 12, 1999, the date
the Company went public, and ending December 31, 2000. This peer group consists
of the following companies: Capital Title Group, Inc., First American Financial,
LandAmerica Financial Group, Inc. and Stewart Information Services Corp. The
peer group comparison has been weighted based on the Company's stock market
capitalization. The graph assumes an initial investment of $100.00 on February
12, 1999, with any dividends reinvested over the periods indicated.
COMPARISON OF CUMULATIVE TOTAL RETURN OF COMPANY,
INDUSTRY INDEX AND BROAD MARKET
[PERFORMANCE GRAPH]
-------------------------------------------------------------------------------------
2/12/99 12/31/99 12/31/00
-------------------------------------------------------------------------------------
American National Financial 100 52.86 61.25
S&P 500 Index 100 120.71 109.72
Peer Group 100 49.79 119.16
-------------------------------------------------------------------------------------
ASSUMES $100 INVESTED ON FEBRUARY 12, 1999
ASSUMES DIVIDEND REINVESTED MONTHLY
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS INVOLVING FIDELITY NATIONAL FINANCIAL, INC.
Fidelity National Financial, Inc. ("FNFI") is a provider of title insurance
and diversified real estate related services. At December 31, 2000, FNFI owned
2,099,996 shares of the Company's outstanding Common Stock which represented
28.3% of the total Common Stock outstanding as of that date. Mr. Foley, a
director of the Company, serves as the Chairman of the Board and Chief Executive
Officer of FNFI.
The Company and Fidelity National Title Insurance Company ("FNTIC"), a
subsidiary of FNFI, entered into an Issuing Agency Agreement pursuant to which
ATC has agreed that until June 30, 2007 it will
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act exclusively as an agent for FNTIC and Chicago Title Insurance Company with
respect to the procurement of title insurance policies in 14 selected counties
in California and Arizona, subject to certain exceptions. This exclusive
arrangement does not apply to other counties into which the Company may expand
in the future. In addition, under the Issuing Agency Agreement, FNTIC provides
certain administrative services for ATC, including accounting, legal and human
resources services. ATC pays FNTIC a management fee of 1% of gross premiums for
these services. ATC paid FNTIC $529,926 for these services in 2000. This
administrative services arrangement is terminable by ATC upon 90 days notice to
FNTIC.
On January 28, 1998, ATC and FNTIC entered into a sublease pursuant to
which ATC subleased the Company's principal executive office from FNTIC. Such
lease provided for monthly rental payments to FNTIC of $37,000 and expired on
July 11, 2000. The aggregate payments under the lease in 2000 were $215,817.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
The Board of Directors adopted an Employee Stock Purchase Loan Plan
("Employee Plan") and the Non-Employee Director Stock Purchase Loan Program
("Director Program"). The Employee Plan authorized an aggregate amount of $1.7
million to make loans to key employees to purchase shares of the Company's
Common Stock through open market purchases. The Director Program authorized an
aggregate amount of $300,000 to make loans to outside directors to purchase
shares of the Company's Common Stock through open market purchases. The loans
are at an interest rate of 6 1/4% per annum for a term of five years immediately
callable in the event of termination of employment or resignation as a director,
as the case may be.
During fiscal year 2000, each of the following named executive officers
participated in the Employee Plan Program, and the highest aggregate
indebtedness to the Company for each participant was as follows: Mr.
Lowther -- $259,157; Mr. Diaz -- $259,157; Mr. Duffy -- $259,157; and Ms.
Ferguson -- $259,157.
During fiscal year 2000, each of the following named directors participated
in the Director Program, and the highest aggregate indebtedness to the Company
for each participant was as follows: Mr. Foley -- $466,482; Mr.
Strunk -- $259,157; and Mr. Fong -- $103,663.
INFORMATION CONCERNING AUDITORS
The Board has selected the accounting firm of KPMG LLP ("KPMG") to audit
the Company's financial statements for, and otherwise act as the Company's
independent auditors with respect to, the fiscal year ending December 31, 2001.
KPMG or its predecessors have continuously acted as independent auditors for the
Company in respect of its fiscal years commencing with the fiscal year ended
1999.
The Company incurred the following fees for audit (and non-audit) services
performed by KPMG with respect to fiscal 2000:
Audit fees for consolidated financial statements.......... $ 98,000
Other -- separate audits of subsidiaries' financial
statements.............................................. 85,500
--------
$183,500
========
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Exchange Act of 1934, as amended, requires the Company's
executive officers and directors to file reports of their ownership, and changes
in ownership, of such securities with the SEC. Executive officers and directors
are required by the SEC's regulations to furnish the Company with copies of all
forms they file pursuant to Section 16 and the Company is required to report in
this Proxy Statement any failure of its directors and executive officers to file
by the relevant due date any of these reports during fiscal
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18
year 2000. Based solely upon a review of the copies of the reports received by
it, the Company believes that all such filing requirements were satisfied except
that Mr. Diaz filed one late report for a transaction in 2000.
OTHER MATTERS
The Company knows of no other matters to be submitted at the Meeting. If
any other matters properly come before the Meeting, the enclosed proxy card
confers discretionary authority on the persons named in the enclosed proxy card
to vote as they deem appropriate on such matters. It is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.
SHAREHOLDER PROPOSALS
Any proposal that a Shareholder wishes to be considered for inclusion in
the Proxy and Proxy Statement relating to the Annual Meeting of Shareholders to
be held in 2002 must be received by the Company no later than December 28, 2001.
Any other proposal that a Shareholder wishes to bring before the 2002 Annual
Meeting of Shareholders without inclusion of such proposal in the Company's
proxy materials must also be received by the Company no later than December 28,
2001. All proposals must comply with the applicable requirements or conditions
established by the Securities and Exchange Commission and Article II, Section 7
of the Company's Bylaws, which requires among other things, certain information
to be provided in connection with the submission of Shareholder proposals. All
proposals must be directed to the Secretary of the Company at 4050 Calle Real,
Santa Barbara, California 93110. The persons designated as proxies by the
Company in connection with the 2001 Annual Meeting of Shareholders will have
discretionary voting authority with respect to any Shareholder proposal for
which the Company does not receive timely notice.
AVAILABLE INFORMATION
The Company files Annual Reports on Form 10-K with the Securities and
Exchange Commission. A copy of the Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 (except for certain exhibits thereto), may be
obtained, free of charge, upon written request by any Shareholder to American
National Financial, Inc., 1111 E. Katella Avenue, Suite 220, Orange, California
92867, Attention: Investor Relations. Copies of all exhibits to the Annual
Report on Form 10-K are available upon a similar request, subject to payment of
a $.15 per page charge to reimburse the Company for its expenses in supplying
any exhibit.
By Order of the Board of Directors
/s/ SUSAN E. BOW
Susan E. Bow
Corporate Secretary
Dated: May 8, 2001
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PROXY
AMERICAN NATIONAL FINANCIAL, INC.
1111 E. KATELLA AVENUE, SUITE 220
ORANGE, CALIFORNIA 92867
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael C. Lowther and Wayne D. Diaz, or
either or them, as proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and to vote, as designated below,
all shares of common stock of American National Financial, Inc. held of record
by the undersigned on April 27, 2001 at the Annual Meeting of Shareholders to be
held on June 26, 2001, or any adjournment thereof.
1. To elect the Board of Directors for a one [ ] FOR the nominees listed [ ] WITHHOLD AUTHORITY to vote
year term below (except as marked to for the nominees listed
the contrary below). below.
(INSTRUCTION: to withhold authority to vote for an individual nominee, strike a
line through the nominee's name below)
Michael C. Lowther, William P. Foley II, Wayne D. Diaz, Carl A. Strunk,
Barbara A. Ferguson, Bruce Elieff, Matthew K. Fong, and Bruce L. Nelson
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
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IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE COMPANY NOMINEES
AND FOR ALL PROPOSALS.
Dated: , 2001
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-------------------------
(Signature)
-------------------------
(Signature)
Please date and sign
exactly as name(s) appear
below. When shares are
held by more than one
owner, all should sign.
When signing as attorney,
executor, administrator,
trustee, or guardian,
please give full title as
such. If a corporation,
please sign in full
corporate name by
President or authorized
officer. If a
partnership, please sign
in partnership name by
authorized person.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE SHAREHOLDER.
PLEASE RETURN PROMPTLY IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES.