-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MTV2l7bN81eWO8RhCYDwqP5JQnRtnWdYBq6UPldkoLcemi813L/ylHdwaY8KX2Hz YFyF04DxoUHAVpQC4YVFRA== 0000852220-95-000003.txt : 19960613 0000852220-95-000003.hdr.sgml : 19960613 ACCESSION NUMBER: 0000852220-95-000003 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951101 FILED AS OF DATE: 19950928 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLSTATE FINANCIAL CORP /VA/ CENTRAL INDEX KEY: 0000852220 STANDARD INDUSTRIAL CLASSIFICATION: 6153 IRS NUMBER: 541208450 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17832 FILM NUMBER: 95577012 BUSINESS ADDRESS: STREET 1: 2700 S QUINCY ST STE 540 CITY: ARLINGTON STATE: VA ZIP: 22206 BUSINESS PHONE: 7039312274 MAIL ADDRESS: STREET 1: 2700 S QUINCY STREET STREET 2: STE 540 CITY: ARLINGTON STATE: VA ZIP: 22206 DEF 14A 1 ALLSTATE FINANCIAL CORPORATION PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING NOVEMBER 1, 1995 The undersigned, having received the Notice of Annual Meeting, Proxy Statement and Annual Report of Allstate Financial Corporation for the year ended December 31, 1994, hereby appoint(s) Craig Fishman, Eugene Haskin and Lawrence M. Winkler and each of them, with full power of substitution, proxies of the undersigned to vote all shares of the undersigned in Allstate Financial Corporation at the Annual Meeting of Shareholders to be held on November 1, 1995 and at any adjournments thereof. 1. Election of Directors Authority to Withhold Authority Vote to Vote For Nominee For Nominee Craig Fishman ____________ _________________ Eugene Haskin ____________ _________________ Lawrence M. Winkler ____________ _________________ James C. Spector ____________ _________________ Alan L. Freeman ____________ _________________ David M. Campbell ____________ _________________ William H. Savage ____________ _________________ 2. In their discretion, the proxies are authorized to vote upon matters not known to the Board of Directors as of the date of the accompanying proxy statement, and to vote for any nominee of the Board whose nomination results from the inability of an above named nominee to serve. UNLESS OTHERWISE INDICATED IN THE BLANKS PROVIDED, THE PROXIES SHALL VOTE FOR THE ELECTION OF THE NOMINEES LISTED ABOVE. Please sign exactly as name appears below. DATED ____________, 1995 _________________________________ Signature _________________________________ Signature if held jointly When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title. 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 MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. ALLSTATE FINANCIAL CORPORATION NOTICE OF ANNUAL MEETING OF SHAREHOLDERS -------------------- The Annual Meeting of Shareholders of Allstate Financial Corporation will be held at the Sheraton National Hotel, 900 South Orme Street, Arlington, Virginia 22204, on November 1, 1995, at 11:00 A.M., for the following purposes: 1. To elect seven Directors for terms which will expire at the Annual Meeting of Shareholders to be held in 1996. 2. To transact such other business as may properly come before the meeting. September 29, 1995 BY THE ORDER OF THE BOARD OF DIRECTORS Lawrence M. Winkler Secretary --------------------------- PLEASE VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. A proxy card and postage free envelope are enclosed. ALLSTATE FINANCIAL CORPORATION September 29, 1995 2700 SOUTH QUINCY STREET ARLINGTON, VIRGINIA 22206 PROXY STATEMENT INTRODUCTION The enclosed proxy is solicited by the Board of Directors of Allstate Financial Corporation (the "Company") for use at the Annual Meeting of Shareholders to be held at 11:00 A.M., at the Sheraton National Hotel, 900 South Orme Street, Arlington, Virginia 22204 on November 1, 1995, and at any adjournment thereof (the "Annual Meeting"). This proxy is first being sent to shareholders on September 29, 1995. In addition to solicitation by mail, officers, directors and employees of the Company may solicit proxies by telephone, telegraph or in person. None of these persons will receive compensation but will be reimbursed for actual expenses in connection therewith. Expenses in connection with the solicitation of proxies, including the reasonable expenses of brokers, fiduciaries and other nominees in forwarding proxy material, will be borne by the Company. VOTING OF PROXIES Each holder of the Company's common stock is entitled to vote in person or by proxy for each share held of record on the record date, September 25, 1995, on all matters to be voted upon at the Annual Meeting. As of the record date, the Company had 2,655,128 shares of common stock outstanding. The proxy in accompanying form will be voted as specified by each shareholder, but if no specifications is made, each proxy will be voted: 1. TO ELECT Messrs. Craig Fishman, Eugene Haskin, Lawrence M. Winkler, James C. Spector, Alan L. Freeman, David W. Campbell, and William H. Savage to terms of office as Directors which will expire at the Annual Meeting of Shareholders to be held in 1996 (see "Election of Directors"). 2. IN THE BEST JUDGEMENT of those named as proxies on the enclosed form of proxy on any other matters to properly come before the Annual Meeting. A shareholder who executes the enclosed proxy may revoke it at any time before it is voted by giving written notice to the Secretary of the Company or oral notice to the presiding officer at the Annual Meeting. BENEFICIAL OWNERSHIP OF SHARES The following table sets forth, as of September 25, 1995, the amount of common stock of the Company which may be deemed beneficially owned: (i) by each person known to the Company to be the beneficial owner of more than 5% of the aggregate shares of the Company's outstanding common stock, (ii) by each director of the Company and (iii) by all officers and directors as a group. Common Shares Percent of Name and Address Beneficially Owned Class - - ------------------ ------------------ ---------- Leon Fishman 258,750 9.75% 20191 E. Country Club Dr. N. Miami Beach, FL 33180 Eugene Haskin 241,166 9.08% 4000 Island Blvd. N. Miami Beach, FL 37160 Lawrence M. Winkler 6,667 .25% 1300 Crystal Drive Arlington, VA 22202 James Spector 3,334 .13% 10580 SW 77 Terrace Miami, FL 33173 Craig Fishman 833 .03% 2687 Hillsman Street Falls Church, VA 22043 David W. Campbell 1,000 .04% 6410 Noble Rock Court Clifton, VA 22024 William H. Savage 1,000 .04% 314 Franklin Street Al exandria, VA 22314 Timothy G. Ewing 309,500 11.66% Value Partners, Ltd. 2200 Ross Avenue Dallas, TX 75201 Tweedy, Browne Company L.P. 223,200 8.41% 52 Vanderbilt Avenue New York, NY 10017 For all Officers and Directors as a group (six persons) 519,418 19.56% ELECTION OF DIRECTORS The Company's Articles of Incorporation provide that the number of directors shall be ten or such lesser number as the Board of Directors shall fix. The Board of Directors has fixed that number at seven. There is only one class of directors and they are all elected at the Annual Meeting. Mr. Lawrence Winkler is the uncle of Mr. Craig Fishman, General Counsel and Vice President of the Company. Directors of the Company are elected to serve until the next annual meeting of the shareholders of the Company and until their respective successors are elected and qualified. The nominees listed below will be candidates for election to the Board of Directors at the annual meeting. The following information is furnished with respect to the directors: Principal Occupation Director Name Age And Other Directorships Since - - ------------------- --- ------------------------ -------- Craig Fishman 35 Vice President (commencing April 1991) and General Counsel (commencing February 1993) of the Company. President of Lifetime Options, Inc. (commencing May 1994). Associated with law firm of White and Case in New York City (1987 to April 1991) Eugene Haskin 66 Consultant to the Company, 1982 Chairman of the Board; formerly President of the Company (July, 1982 - May, 1989); Vice President of the Company (May 1989- August 1989) Lawrence M. Winkler 59 Secretary/Treasurer and Chief 1983 Financial Officer of the Company; formerly Second Vice President of the Company (July 1983 -May 1989) James C. Spector 61 Consultant to the Company, formerly 1989 Executive Vice President of the Company (February 1991 - October 1993); formerly Senior Vice President, Heller Financial, Inc. (July 1985 - September 1987) Alan L. Freeman 54 Currently Managing Partner of Freeman, Buczyner & Gero (an accounting firm). Previously Partner with Deloitte & Touche (1989-1991); and Partner with Shapiro, Fleischmann & Co. (1966-1989) David W. Campbell 48 Currently a private investor. Formerly President and Chief Executive Officer of Ameribanc Savings Bank ("ASB") in Annandale, Virginia (June 1990 - March 1995); prior to that, he was Executive Vice President and Chief Operating Officer of ASB (1984 to June 1990). Mr. Campbell was also a director of ASB (1988 to March 1995). He served as a Trustee of the Ameribanc Investors Group from 1992 to March 1995. William H. Savage 63 Since 1990 Mr. Savage has been engaged in a variety of investment ventures in real estate development and banking. Since 1991, Mr. Savage has served as Chairman of Island Preservation Partnership, the owner and developer of Dewees Island, a 1,200 acre oceanfront, barrier island near Charleston, South Carolina. He is the Chairman of the Board of Knights Hill Corporation, which owns and manages timberlands in South Carolina. Since 1982, he has been the Managing Partner of Calvert Associate which owns an apartment complex in Alexandria, Virginia. Since 1977, he has been the President of Richard United Corporation, a real estate investment company based in Alexandria, Virginia. Directors who are not officers of the Company receive a fee of $2,000 per board or committee meeting attended, plus reimbursement for their expenses associated with attending these meetings. Commencing November 1994, Directors who are not officers of the Company receive a fee of $500 per special board or committee meeting attended by conference telephone call. Directors who are officers of the Company receive no compensation for serving as directors, but are reimbursed for out-of-pocket expenses related to attending board or committee meetings. MEETINGS AND COMMITTEES OF THE BOARD The Board of Directors appointed an Audit Committee in 1989. The Audit Committee currently consists of Mr. Spector. The committee met twice during the year ended December 31, 1994. The Audit Committee reviewed the results of operations for 1993 and the status of certain specific accounts. The Board appointed a compensation committee during 1992. Messrs. Haskin and Spector are currently serving on this committee. The Compensation Committee met once in 1994. The Board does not have a nominating committee. The functions of this committee are performed by the Board of Directors. During 1994 there were fourteen meetings of the Board of Directors. Each of the directors of the Company attended at least 90% of the meetings of the Board of Directors during 1994. EXECUTIVE COMPENSATION The following tables provide certain summary information concerning compensation paid or accrued by the Company to or on behalf of the Company's Chief Executive Officer and each of the four most highly compensated executive officers of the Company whose total compensation exceeded $100,000 for the years ended December 31, 1994, 1993 and 1992. ANNUAL COMPENSATION Name and Other Annual Principal Position Year Salary Bonus Compensation (1) - - ------------------ ---- -------- -------- ------------ Leon Fishman 1994 $375,000 $ -0- - President & CEO 1993 $375,000 $ 48,442 - 1992 $347,500 $108,227 - Bret Kelly 1994 $220,502 $ -0- - Senior V.P. & COO 1993 $221,044 $ 15,000 - 1992 $210,624 $ 15,000 - Lawrence Winkler 1994 $141,965 $ 2,500 - Secy/Treasurer & 1993 $136,786 $ 10,000 - 1992 $130,772 $ 25,000 - Craig Fishman 1994 $126,405 $ 2,500 - V.P. & General 1993 $115,601 $ 15,600 - Counsel 1992 $110,183 $ -0- - LONG TERM COMPENSATION AWARDS ------ Name and Options/ Principal Position Year SAR Grants (2) All OtherCompensation (3) - - ------------------ ---- -------------- ------------------------ Leon Fishman 1994 - $3,000 President & CEO 1993 - $4,717 1992 7,500 $4,577 Bret Kelly 1994 - $3,000 Senior V.P. & COO 1993 - $4,720 1992 5,000 $4,500 Lawrence Winkler 1994 - $2,889 Secy/Treasurer & 1993 - $2,936 CFO 1992 5,000 $3,093 Craig Fishman 1994 - $2,578 V.P. & General 1993 - $2,624 Counsel 1992 2,500 $2,265
In May 1994, the Board of Directors unanimously approved a reduction in the exercise price of the options granted in 1992 to Mr. Winkler and Craig Fishman to $6.50 per share from $14.00 per share. The reduced exercise price of $6.50 per share exceeded the per share market value of the Company's common stock at the time of the reduction. The reduction in the exercise price of these options was made to provide a supplemental performance incentive for Mr. L. Winkler and Mr. C. Fishman. - - -------------------------------------- 1) Does not include the value of various personal benefits provided to the executives officers. The aggregate amount of other compensation provided to each individual did not exceed the lesser of $50,000 or 10% of his reported compensation. 2) No SARS have been granted. 3) Represents contributions to 401(k) plan. INDIVIDUAL GRANTS IN LAST FISCAL YEAR None. AGGREGATE OPTIONS EXERCISED IN LAST YEAR AND VALUE AT YEAR END Shares Value of Unexercised Acquired on Value Number of Unexercised In-the-Money Options/SARS Name Exercise Realized Option/SAR at F/Y End (1) at F/Y End - - ------------- ---------- -------- ------------------------- ------------------------- Exercisable/Unexercisable Exercisable/Unexercisable Leon Fishman - - 37,500/ 5,000 $ -0- /$ -0- Bret Kelly - - 11,667/ 3,333 $ -0- /$ -0- Lawrence Winkler - - 13,334/ 3,333 $ -0- /$ -0- Craig Fishman - - 833/ 1,667 $ -0- /$ -0-
- - --------------------------------------------- 1) No SARS have been granted. Two executive officers of the Company, Leon Fishman and Lawrence Winkler, have employment contracts which currently expire in December 1995 and January 1996, respectively. Mr. Fishman's employment agreement provides for annual compensation of $375,000. In addition to his base salary, Mr. Fishman's employment agreement provides for additional payments to him in the amount of 2% of the Company's pre-tax net earnings above $3.0 million but less than $5.0 million per year plus 3% of the Company's pre-tax net earnings in excess of $5.0 million. The agreement contains confidentiality and non-compete provisions, obligates the Company to provide Mr. Fishman with the use of an automobile and to include Mr. Fishman under any benefit plans that are available to employees generally. Mr. Fishman normally is expected to spend at least three days per week at the Company's office and the balance of each work week traveling on Company business or discharging his official responsibilities at other locations. Mr. Fishman's agreement also provides for the continuation of his compensation for 24 months in the event of his death or if his employment is terminated by the Company prior to the end of the term of the agreement, other than for cause. Mr. Winkler currently receives an annual salary of $146,159 under an employment agreement and is entitled under that agreement to receive an annual bonus determined by the Compensation Committee or the Board. He is also entitled to be included under any benefit plans that are available to employees generally. The agreement contains confidentiality and non-compete provisions. Mr. Winkler's agreement also provides for the continuation of his compensation for 24 months in the event of his death or if his employment is terminated by the Company prior to the end of the agreement, other than for cause. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The compensation committee of the Board of Directors is composed entirely of outside directors. The committee was first established in December 1992 and is responsible for establishing and administering the policies governing executive compensation which includes base salary, bonuses and stock options. The committee makes recommendations on executive compensation based on several factors. Included in these factors are corporate success in achieving key corporate objectives, financial performance of the Company, and long term performance. The committee also reviews market data to insure that the Company's compensation practices are reasonable and competitive within its market place. In May 1994, the committee recommended a $10,000 salary increase for Mr. Winkler. Even though Leon Fishman's contract provided for a salary increase for 1994, it was not taken. OTHER TRANSACTIONS In January 1989, a corporation wholly owned by Lawrence M. Winkler, his wife and a son of Eugene Haskin purchased an apartment building from the Company for consideration in the form of a demand note to the Company in the principal amount of $100,000. At December 31, 1994 the principal amount owing was $100,000. The note is secured by the assets transferred and does not accrue interest. Certain members of the immediate families of Eugene Haskin and Leon Fishman, directly or through trusts, have provided financing to Lifetime Options, Inc., a Viatical Settlement Company ("Lifetime Options") a wholly owned subsidiary of the Company, through unsecured loans with interest payable monthly at an annual interest of 1% over the prime rate. Lifetime Options' total indebtedness to members of Mr. Haskin's immediate family was $15,146 at December 31, 1994 and $460,553 at December 31, 1993. During 1994, at the request of members of Mr. Haskin's family, Lifetime Options repaid $445,407 of long term indebtedness. During 1994 and 1993, Lifetime Options paid aggregate interest on these loans of $16,267 and $40,306, respectively. Lifetime Options' total indebtedness to members of Leon Fishman's immediate family was $43,642 and $62,302 at December 31, 1994 and 1993, respectively. During 1994 and 1993, Lifetime Options paid aggregate interest of $8,780 and $4,424, respectively. At various times during 1994, Leon Fishman loaned Lifetime Options a total of $265,000 which was repaid in full by December 31, 1994. During the periods of indebtedness, Mr. Fishman received $2,467 of interest. At December 31, 1993, Craig Fishman was owed $18,659 by Lifetime Options. The level of borrowings from Craig Fishman increased at various intervals during 1994 to $97,800. As of December 31, 1994 the indebtedness of $97,800 was paid in full. Craig Fishman received interest from Lifetime Options of $2,610 in 1994. In February 1994, the Company made a loan in the amount of $1,000,000 to Eugene Haskin, a director of the Company, and his wife. The loan was unanimously approved by all members of the Board of Directors of the Company (with one director absent and Mr. Haskin abstaining) and conformed to a previous loan to an unrelated party. The loan bore interest at a rate equal to 2% per month, was collateralized by a pledge of securities having a market value of approximately $1,600,000 and was due on or before July 15, 1994. The loan, together with all accrued interest thereon, was repaid on March 24, 1994. On September 11, 1995, the Company issued an aggregate of $2,638,000 in principal amount of Convertible Subordinated Notes (the "Notes") to Scoggin Capital Management, L.P. and Selig Partners, LP (collectively, the "Scoggin Stockholders"), in exchange for 447,200 shares of common stock (approximately 14%) of the Company owned by them. The Notes (i) mature on September 30, 2000; (ii) bear interest at the initial rate of 10% per annum which rate may fluctuate in accordance with the prime rate, but may not fall below 8% nor rise above 10% per annum; (iii) are convertible into common stock of the Company at the rate of $7.50 per share; and (iv) are subordinated to the Senior Indebtedness (as defined) of the Company. Upon the occurrence of certain change of control events, holders of the Notes have the right to have their Notes redeemed at their face amount. The Notes were issued pursuant to an Indenture which imposes certain covenants, restrictions and obligations on the part of the Company. Shawmut Bank Connecticut, National Association is acting as Trustee under the Indenture. In addition, the Scoggin Stockholders (i) have agreed not to convert their Notes into common stock until March 1, 1997, (ii) are entitled to certain demand and piggy-back registration rights with respect to their securities; and (iii) are entitled to nominate up to two members of the Company's Board of Directors (depending on their level of ownership of Company securities). The Company has also agreed to make an exchange offer by which it would agree to issue up to $2,162,000 in principal amount of Notes to the other stockholders of the Company at the rate of 157.48 shares of common stock for each $1,000 principal amount of Notes. Notes may only be issued in denominations of $1,000 or multiples thereof. Messrs. Eugene Haskin and Leon Fishman have agreed not to tender any of their common stock in exchange for Notes. OTHER MATTERS At this date, there are no other matters management intends to present or has reason to believe others will present to the Annual Meeting. If other matters now unknown to the management come before the meeting, those named as proxies on the enclosed form of proxy will vote in accordance with their best judgement. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Company has selected the firm of Deloitte & Touche, CPA's to serve as the independent auditors for the Company for the current fiscal year. That firm has served in this capacity for the Company since 1988. Representatives of Deloitte & Touche are expected to be present at the Annual Meeting to respond to appropriate questions. SHAREHOLDERS PROPOSALS If any shareholder desires to submit a proposal for action at the Annual Meeting to be held in 1996, the proposal must be in proper form and received by the Company no later than June 1, 1996. PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY. September 29, 1995 BY ORDER OF THE BOARD OF DIRECTORS Lawrence M. Winkler Secretary -----END PRIVACY-ENHANCED MESSAGE-----