0000889812-95-000446.txt : 19950822
0000889812-95-000446.hdr.sgml : 19950822
ACCESSION NUMBER: 0000889812-95-000446
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 19950921
FILED AS OF DATE: 19950821
SROS: NASD
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN CLAIMS EVALUATION INC
CENTRAL INDEX KEY: 0000774517
STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411]
IRS NUMBER: 112601199
STATE OF INCORPORATION: NY
FISCAL YEAR END: 0331
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-14807
FILM NUMBER: 95565443
BUSINESS ADDRESS:
STREET 1: 375 N BROADWAY
STREET 2: ONE JERICHO PLAZA
CITY: JERICHO
STATE: NY
ZIP: 11753
BUSINESS PHONE: 5169388000
MAIL ADDRESS:
STREET 1: ONE JERICHO PLAZA
CITY: JERICHO
STATE: NY
ZIP: 11753
DEF 14A
1
DEFINITIVE PROXY STATEMENT
SCHEDULE 14A
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 Registrant / x /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ x / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting material Pursuant to Section 240.14a-11(c) or Section
240.4a-12
American Claims Evaluation, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Gary J. Knauer - Treasurer and Secretary
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ x / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)1, or 14a-6(i)(3).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6-(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
Common Stock, $.01 par value
---------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
4,250,000
---------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify 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:
---------------------------------------------------------------
--------------------
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
AMERICAN CLAIMS EVALUATION, INC.
One Jericho Plaza
Jericho, New York 11753
Notice of Annual Meeting of Shareholders
To be Held on September 21, 1995
--------------
To the Shareholders of American Claims Evaluation, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
American Claims Evaluation, Inc., a New York corporation (the "Company"), will
be held at 10:00 a.m. (New York time) on Thursday, September 21, 1995 at the
offices of Hartman & Craven LLP, 460 Park Avenue, Suite 1100, New York, New York
10022, to consider and act upon the following matters:
1. To elect three directors to serve for the ensuing year; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record of the Company at the close of business on
August 10, 1995 will be entitled to notice of and to vote at the meeting or any
adjournment thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, THE BOARD OF DIRECTORS URGES YOU TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED ENVELOPE.
By Order of the Board of Directors,
Gary J. Knauer
Secretary
Jericho, New York
Dated: August 21, 1995
AMERICAN CLAIMS EVALUATION, INC.
One Jericho Plaza
Jericho, New York 11753
--------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
September 21, 1995
--------------
General
-------
This Proxy Statement and the accompanying Proxy Card are being
furnished in connection with the solicitation by the Board of Directors of
American Claims Evaluation, Inc. (the "Company") of proxies to be voted on at
the Annual Meeting of Shareholders to be held at 10:00 a.m. (New York time) on
Thursday, September 21, 1995 at the offices of Hartman & Craven LLP, 460 Park
Avenue, Suite 1100, New York, New York 10022 and at any adjournments thereof,
with respect to the matters referred to in the accompanying notice. It is
anticipated that this Proxy Statement and accompanying materials will first be
mailed to shareholders on or about August 21, 1995.
The Company's common shares, par value $.01 per share ("Shares"), is
the only outstanding class of voting securities. Holders of record at the close
of business on August 10, 1995 are entitled to notice of, and to vote at, the
Annual Meeting and any adjournment thereof. At the close of business on August
10, 1995, there were issued and outstanding 4,250,000 Shares, each entitled to
cast one vote per Share. The holders of a majority of the issued and outstanding
Shares entitled to vote shall constitute a quorum at the meeting for the
transaction of business. The election of directors, as described in the
accompanying notice, requires the vote of a plurality of votes cast at the
meeting; because of the percentage of beneficial ownership of Shares held by
directors and management, election of the directors nominated and referred to in
the accompanying Notice is assured.
Revocability of Proxies
-----------------------
The attendance of a shareholder at the Annual Meeting will not
automatically revoke such shareholder's proxy. However, a shareholder may revoke
a proxy at any time prior to its exercise by (1) delivering to the Secretary of
the Company a written notice of revocation prior to the Annual Meeting, (2)
delivering to the Secretary of the Company prior to the Annual Meeting a duly
executed proxy bearing a later date, or (3) attending the Annual Meeting, filing
a written notice of revocation with the secretary of the meeting, and voting in
person.
Solicitation of Proxies
-----------------------
In addition to solicitation by mail, directors, officers and employees
of the Company may solicit proxies for the Annual Meeting from the shareholders
of the Company personally or by telephone or telegram without additional
remuneration therefor. The Company will also provide persons, firms, banks and
corporations holding Shares in their names or in the names of nominees, which in
either case are beneficially owned by others, proxy material for transmittal to
such beneficial owners.
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto sets forth information regarding
the beneficial ownership of the Company's Shares as of August 1, 1995, by (i)
each person known by the Company to be the beneficial owner of more than 5% of
such Shares, (ii) each director, nominee for director of the Company, and each
named executive officer of the Company, and (iii) all directors and executive
officers of the Company as a group. The percentages have been calculated by
taking into account all Shares owned on the record date as well as all such
Shares with respect to which such person has the right to acquire beneficial
ownership at such date or within 60 days thereafter. Unless otherwise indicated,
all persons listed below have sole voting and sole investment power with respect
to all Shares shown as beneficially owned by them.
Amount and Nature
Name and Address of Beneficial Percent of Voting
of Beneficial Owner Ownership (1)(4) Securities (1)
------------------- ----------------- -----------------
Gary Gelman (2) 2,175,200(3) 49.4%
Peter Gutmann 65,000(3) 1.5%
Edward M. Elkin, M.D. 45,200 1.0%
Gary J. Knauer(2) 8,750 *
Bonnie C. Jackson(2) 3,000 *
D.H. Blair Investment Banking Corp. 561,224(5) 12.7%
All directors and executive
officers as a group
(five persons) 2,297,150 52.2%
--------------
* Less than 1%
(Footnotes Continued On Next Page)
2
(1) Based on a total of 4,250,000 Shares issued and outstanding as of
August 1, 1995. In addition, 154,750 Shares which directors and
executive officers described in the table have the right to
acquire within 60 days of such date pursuant to the exercise of
options granted under the Company's stock option plans are
included since these are deemed outstanding for the purpose of
computing the percentage of Shares owned by such person in
accordance with the provisions of Rule 13d-3(d)(l)(i) promulgated
under the Securities Exchange Act of 1934, as amended.
(2) Address is c/o the Company, One Jericho Plaza, Jericho, N.Y.
11753
(3) Includes 10,000 Shares and 4,000 Shares owned, respectively, by
the wives of Messrs. Gelman and Gutmann, as to which beneficial
ownership is disclaimed by the respective reporting person.
(4) Includes the presently exercisable portions of outstanding stock
options (aggregating 154,750 Shares) which, in the case of
Messrs. Gelman, Gutmann, Elkin and Knauer and Ms. Jackson are
100,000, 19,000, 25,000, 8,750 and 2,000 Shares, respectively.
(5) These Shares are owned of record by D.H. Blair Investment
Banking Corp., whose address is 44 Wall Street, New York, New
York ("Blair Investment") (532,224 Shares), by Mr. J. Morton
Davis' wife (7,200 Shares) and by Rivkalex Corporation, a
private corporation controlled by Mr. Davis' wife (21,800
Shares). Mr. J. Morton Davis is sole shareholder of D.H. Blair
Holdings, Inc. which, in turn, is sole shareholder of Blair
Investment. Mr. Davis has reported Blair Investment's Shares as
being beneficially owned by himself but has disclaimed
ownership of the 21,800 Shares and 7,200 Shares described in
this table owned by Rivkalex Corporation and by Mr. Davis'
wife, respectively.
3
ELECTION OF DIRECTORS
Three directors are to be elected at the Annual Meeting to hold office
until the next Annual Meeting of Shareholders and until their respective
successors have been elected and qualified or until their prior death,
resignation or removal. The by-laws provide that the Board of Directors shall
consist of no less than three and no more than seven members, with the actual
number to be established by resolution of the Board of Directors. The current
Board of Directors has by resolution established the number of directors at
three.
Should any nominee be unable to accept nomination or election,
shareholders will vote for the election of such other person to the office of
director as management may recommend in place of such nominee; however,
management knows of no reason to anticipate that this will occur. Unless a proxy
specifies that it is not to be voted in favor of a nominee for director, it is
intended that Shares represented by the proxy will be voted in favor of the
nominees listed below. In the event that any nominee shall be unable to serve,
it is intended that the proxies will be voted for the nominees designated by the
Board of Directors. The Company believes that all nominees will be able to
serve.
The following table sets forth certain information with respect to each
nominee for election as a director. There are no arrangements or understandings
between the Company and any director or nominee pursuant to which such person
was elected or nominated to be a director of the Company. For information with
respect to security ownership of directors, see "Share Ownership."
Nominees Age Position(s) with Company
-------- --- ------------------------
Gary Gelman 48 Chairman of the Board,
President and Chief
Executive Officer
Edward M. Elkin, M.D. 56 Director
Peter Gutmann 66 Director
Nominees for Election as Directors
----------------------------------
Gary Gelman, the founder of the Company, has been Chairman of the Board
since July 1, 1985, and President, Chief Executive Officer and a director since
inception. Mr. Gelman served as Treasurer from inception to October 31, 1991.
Since 1973, Mr. Gelman has also been President of American Para Professional
Systems, Inc., a privately held entity which provides nurses who perform
physical examinations of applicants for life and/or health insurance for
insurance companies. He received a B.A. Degree from Queens College.
Edward M. Elkin, M.D. has been a director of the Company since July 1,
1985. For more than the past five years, Dr. Elkin has been performing services
relating to utilization review and
4
quality assurance in hospitals as a Public Health Physician for the New York
State Department of Health. He is certified by the American Board of Pediatrics
and the American Board of Quality Assurance and Utilization Review Physicians.
He received his B.A. Degree from Harvard College and his M.D. Degree from New
York University School of Medicine.
Peter Gutmann has been a director of the Company since July 1, 1985.
For more than the past twenty years, he has been a Professor of Economics and
Finance at Baruch College, City University of New York and was Chairman of the
Economics and Finance Department from 1971 to 1977. Mr. Gutmann was also a
director of Instinet Corporation, a company which operates an automated trading
system, until May 13, 1987 when that corporation was acquired by a subsidiary of
Reuters Holdings P.L.C. He received a B.A. Degree from Williams College, a B.S.
Degree from Massachusetts Institute of Technology, an M.A. Degree from Columbia
University and a Ph.D. Degree from Harvard University.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF ALL THREE
NOMINEES FOR ELECTION AS DIRECTORS NOTED ABOVE.
Meetings and Committees of the Board
------------------------------------
The Board of Directors held three meetings and took action by unanimous
written consent on one occassion during the fiscal year commencing April 1, 1994
and ending March 31, 1995 ("Recent Fiscal Year"). All of the nominees were
members of the Board during the recent Fiscal Year and attended those meetings.
The Audit Committee of the Board of Directors, consisting of Messrs.
Gutmann and Elkin, held one meeting during the Recent Fiscal Year, which meeting
was attended by both members. The Audit Committee has responsibility to
ascertain that the Company's financial statements reflect fairly the financial
condition and operating results of the Company and to appraise the soundness,
adequacy and application of accounting and operating controls. The Audit
Committee recommends independent auditors to the Board, reviews the scope of the
audit functions of the independent auditors and reviews audit reports rendered
by the independent auditors.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------
Under federal securities laws, the Company's directors, its executive
officers and any person holding more than 10% of the Company's Shares are
required to report their ownership of the Company's Shares and any changes in
that ownership to the Securities and Exchange Commission ("SEC") on the SEC's
Forms 3, 4 and 5. Based on its review of the copies of such forms it has
received, the Company believes that all of its officers, directors and greater
than 10% beneficial owners complied with all filing requirements applicable to
them with respect to transactions during the Recent Fiscal Year.
5
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
Name Age Position(s) with Company
---- --- ------------------------
Gary Gelman 48 Chairman of the Board,
President and Chief
Executive Officer
Gary J. Knauer 35 Chief Financial Officer,
Treasurer and Secretary
Bonnie C. Jackson 52 Vice President - Operations
For a brief description of Mr. Gelman's business experience, see
"Election of Directors-Nominees for Election as Directors."
Gary J. Knauer joined the Company as its Controller in July 1991 and
has served as Chief Financial Officer and Treasurer since October 1991 and as
Secretary since March, 1993. Prior to joining the Company, Mr. Knauer was
employed from October 1984 to June 1991 by the accounting firm of KPMG Peat
Marwick. He is a Certified Public Accountant and holds a Bachelor of Science
degree from the State University of New York at Binghamton. Since February 1994,
Mr. Knauer has also served as Chief Financial Officer of American Para
Professional Systems, Inc.
Bonnie C. Jackson joined the Company as the Southern Regional Manager
in February 1990 and has served as Vice President - Operations of the Company
since March 1994. Ms. Jackson received a B.A. degree from the University of
Texas at Arlington and a Master of Business Administration degree from the
University of Dallas.
6
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table sets forth all plan and non-plan compensation
awarded to, earned or paid to Gary Gelman, the Company's Chief Executive Officer
for each of the Company's last three fiscal years. Mr. Gelman is the only Named
Executive Officer of the Company. No other executive officer had total annual
salary and bonus which exceeded $100,000 during the Company's fiscal year ended
March 31, 1995.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
---------------------------- ------------
Name and Other Annual All Other
Principal Fiscal Salary Bonus Compensation Options Compensation
Position Year ($) ($) ($)(1) (#) ($)(2)
---------- ------ ------- ----- ------------ ------- -------------
Gary Gelman 1995 $406,745 - - - $ 811
Chairman, 1994 388,800 - - 100,000 210
President 1993 368,862 - - - 873
and CEO
(1) The aggregate amount of all perquisites and other personal benefits
paid to the Chief Executive Officer is not greater than either
$50,000 or 10% of the total annual salary and bonus reported.
(2) Consists of $811, $210 and $873 of matching contributions made by the
Company under the 401(k) profit sharing plan for each of the fiscal
years 1995, 1994 and 1993, respectively.
Compensation Plans
------------------
The following describes plans adopted by the Company pursuant to which
cash or non-cash compensation was paid or distributed during the years ended
March 31, 1995, 1994 or 1993, or pursuant to which such compensation may be
distributed in the future, to the Chief Executive Officer.
401(k) Profit Sharing Plan
--------------------------
Effective January 1, 1991, the Company established a profit sharing
plan covering all employees with one or more years of service as of January 1,
1991, and measured semiannually thereafter. The plan is qualified under Section
401(k) of the Internal Revenue Code of 1986. Such plan requires the Company to
match participants' contributions to the extent of 10% of such eligible
contributions. Under the terms of the Plan, there is a vesting requirement with
respect to Company
7
contributions, but employees will be fully vested in their own salary deferral
contributions. Officers are eligible to participate in the plan in the same
manner as are all other employees.
Stock Option Plans
------------------
The following description of stock options issued takes account of 100%
share dividends declared October 1, 1991 and June 12, 1990, and to changes in
the option price and number of Shares contained, occasioned by anti-dilution
provisions called into effect, as a result of such share dividends.
In July 1985, the Company's Board of Directors adopted the 1985 Stock
Option Plan (the "1985 Plan"). The 1985 Plan provides for the issuance of up to
400,000 Shares to all full-time employees and directors of the Company. Pursuant
to the Plan, options granted may be either incentive stock options, as defined
under the Internal Revenue Code of 1986, as amended, or nonqualified stock
options. Options may be granted during a ten-year period at the fair market
value (as defined in the 1985 Plan) of the Company's Shares at the date of
grant. The 1985 Plan limits the market value of Shares underlying options
granted to any one employee to $100,000 per year with certain exceptions and
limits options which may be granted to any shareholder of the Company owning
more than 10% of its voting securities to a maximum term of five years and an
exercise price of not less than 110% of the fair market value of the date of
grant. The option term may be determined by the Board of Directors but no option
may be granted with a term of more than ten years. The options are not
transferable, not exercisable while any previously granted incentive stock
options under the 1985 Plan are outstanding, and are exercisable only while the
optionee is associated with the Company and for three months thereafter, with
certain exceptions.
During the fiscal year ended March 31, 1995, 29,000 options were
granted under the 1985 Plan, which included 20,000 options granted to an
executive officer of the Company.
On March 12, 1991, the Board of Directors adopted the Company's 1991
Stock Option Plan (the "1991 Plan") and on October 1, 1991, the shareholders of
the Company ratified, approved and adopted the 1991 Plan. The 1985 Plan remains
in effect as well. Under the 1991 Plan, a total of 400,000 Shares are reserved
for issuance to employees, including directors and officers who may not be
salaried employees ("Eligible Participants"). The 1991 Plan provides that the
number of Shares subject thereto and the outstanding options and their exercise
prices, are to be appropriately adjusted for mergers, consolidations,
recapitalizations, stock dividends, stock splits or combinations of shares.
Shares allocated to options and stock appreciation rights which have terminated
for reasons other than the exercise thereof may be reallocated to other options
and/or stock appreciation rights.
Both incentive and nonstatutory stock options may be granted under the
1991 Plan to Eligible Participants, at a price to be determined by the option
committee, provided, however, that incentive stock options must be granted at an
exercise price not less than the fair market value of the Shares on the date of
the grant. Such exercise price may be payable in cash or, with the approval of
the committee which administers the 1991 Plan, by a combination of cash or
Shares. Shares received upon exercise of options granted under the 1991 Plan
will be subject to certain restrictions on sale or transfer. The term of any
option may not exceed ten years from the date of grant. Conditions of
8
the exercise of options, which must be consistent with the terms of the 1991
Plan, are fixed by a committee appointed by the Board of Directors, consisting
of not less than two nor more than five persons. The current committee consists
of Messrs. Gelman, Gutmann and Elkin.
Optionees under the 1991 Plan with incentive options may exercise up to
25 percent of such option granted for each year of service to the Company after
the date of grant of the option, but the committee may accelerate the schedule
of the time or times when an option may be exercised, provided that the fair
market value of the securities subject to an incentive option may not exceed
$100,000 at the first time such options become exercisable. The exercise times
of nonstatutory stock options granted under the 1991 Plan are as fixed by the
committee.
The 1991 Plan also provides for stock appreciation rights, pursuant to
which the optionee may surrender to the Company all or any part of an
unexercised option and receive from the Company in exchange therefor shares of
Common Stock having an aggregate market value equal to the dollar amount
obtained by multiplying the number of Shares subject to the surrendered options
by the amount by which the market value per share at the time of such surrender
exceeds the exercise price per share of the related option. The Company's
obligation arising from an exercise of stock appreciation rights may also be
settled by the payment of cash, or a combination of cash and Shares. The Board
of Directors may at any time terminate or from time to time amend or alter the
1991 Plan.
During the fiscal year ended March 31, 1995, no options were granted
under the 1991 Plan. On June 13, 1995, the Company granted options to purchase
5,000 Shares at an option price of $1.875 per Share to each of its two outside
directors.
Aggregated Option/SAR Exercises in 1995
and FY-End Option/SAR Values
The following table summarizes the number and dollar value of
unexercised stock options at March 31, 1995 for the Named Executive Officer.
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)(1)
Shares Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
---- --------------- -------- ------------- -------------
Gary Gelman - - 100,000/0 $0/$0
Chairman,
President
and CEO
(1) The closing price of the Company's Shares on March 31, 1995 as
reported by the NASDAQ National Market System was $1.688
per Share.
9
Employment Agreements
---------------------
During March 1995, Mr. Gelman's employment agreement with the Company
was extended for an additional year on the terms prevailing. It provides for him
to be employed as Chairman of the Board of Directors and Chief Executive Officer
through March 1996 at an annual salary of $388,800. In addition, Mr. Gelman is
entitled to participate in all employee benefit programs and other policies and
programs of the Company. Mr. Gelman is not required to devote any specific
number of hours to the business of the Company. He is subject to a
non-competition and non-disclosure covenant for a period of three years
following termination of employment with the Company.
Director Compensation
---------------------
The Company's policy is to pay its non-employee directors a uniform fee
of $400 for each Board of Director's meeting and/or audit committee meeting
attended in person.
ACCOUNTANTS
The Board of Directors has continued to retain the firm of KPMG Peat
Marwick LLP to act as the Company's independent certified public accountants. A
representative of such firm is expected to be available at the meeting to
respond to appropriate questions from shareholders and will be given the
opportunity to make a statement if he desires to do so.
OTHER MATTERS
The Board of Directors is not aware of any other matters which are
likely to be brought before the Annual Meeting. However, in the event that any
other matters properly come before the Annual Meeting, it is intended that the
persons named in the accompanying proxy will vote the Shares represented by all
properly executed proxies on such matters in such manner as shall be determined
by a majority of the Board of Directors.
An Annual Report to Shareholders will accompany this Proxy Statement
but is not to be considered a part hereof. The Company will provide, free of
charge, to all shareholders a copy of its Annual Report on Form 10-K (without
exhibits) and/or a copy of its quarterly reports on Form 10-Q (without
exhibits), upon written request of such shareholder to Gary J. Knauer,
Secretary, American Claims Evaluation, Inc., One Jericho Plaza, Jericho, New
York 11753.
10
SHAREHOLDER PROPOSALS
Proposals by shareholders intended to be presented at the next Annual
Meeting of Shareholders to be held in 1995 must be received by the Secretary of
the Company on or before May 10, 1996 in order to be included in the proxy
statement for that meeting. Proposals should be directed to Gary J. Knauer,
Secretary, American Claims Evaluation, Inc., c/o its principal executive office.
By Order of the Board of Directors,
Gary J. Knauer,
Secretary
Dated: August 21, 1995
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL MEETING,
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE
ENVELOPE PROVIDED.
11
PROXY
AMERICAN CLAIMS EVALUATION, INC.
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Gary Gelman, Peter Gutmann and
Edward M. Elkin as Proxies, each with the power to appoint a substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
Common Shares of American Claims Evaluation, Inc. held of record by the
undersigned on August 10, 1995 at the Annual Meeting of Shareholders to be held
on September 21, 1995 or any adjournment thereof.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED
_____________________ __________________________
ACCOUNT NUMBER NO. OF COMMON SHARES
1. Election of Directors: Gary Gelman, Peter Gutmann and Edward M. Elkin
FOR all WITHHOLD (Instruction: To withhold
Nominees listed AUTHORITY to vote authority to vote for any
(except as marked for all Nominees individual nominee write that
to the listed nominee's name in the line
contrary) provided below).
/ / / / ___________________________
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting. This Proxy, when properly executed,
will be voted in the manner directed herein by the undersigned shareholder. If
no direction is made, the Proxy will be voted FOR Proposal 1.
Please sign exactly as name appears hereon.
__________________________________
(Signature)
__________________________________
(Signature if held jointly)
Dated:________________________________
When shares are held by joint tenants, both should sign. When signing as
attorney, as 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. Please note any change in your address alongside the
address as it appears in the proxy.
PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.