SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] 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 14a-12
OCWEN FINANCIAL CORPORATION
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(Name of the Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than 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 the 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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[LOGO OF OCWEN]
O C W E N
March 29, 2002
Dear Fellow Shareholder:
On behalf of the Board of Directors I cordially invite you to attend the
Annual Meeting of Shareholders of Ocwen Financial Corporation, which will be
held at the offices of the Company located at 1675 Palm Beach Lakes Boulevard,
West Palm Beach, Florida 33401, on Thursday, May 16, 2002 at 9:00 a.m., Eastern
Time. The matters to be considered by shareholders at the Annual Meeting are
described in detail in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
Annual Meeting in person. Let me urge you to mark, sign and date your proxy card
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will ensure
that your vote is counted if you are unable to attend.
Your continued support of and interest in Ocwen Financial Corporation are
sincerely appreciated.
Sincerely,
/s/ WILLIAM C. ERBEY
------------------------------------
William C. Erbey
Chairman and Chief Executive Officer
OCWEN FINANCIAL CORPORATION
1675 Palm Beach Lakes Boulevard
West Palm Beach, Florida 33401
----------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On May 16, 2002
----------------------------
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders of Ocwen
Financial Corporation (the "Company") will be held at the offices of the Company
located at 1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida 33401 on
Thursday, May 16, 2002 at 9:00 a.m., Eastern Time, for the following purposes:
1. To elect four directors for a one-year term and until their
successors are elected and qualified;
2. To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as the independent auditor of the
Company for the fiscal year ending December 31, 2002; and
3. To transact such other business as may properly come before the
meeting and any adjournment thereof. Management is not aware of
any such other business.
The Board of Directors has fixed March 15, 2002 as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting and any adjournment thereof. Only shareholders of record at the close of
business on that date will be entitled to vote at the Annual Meeting or any
adjournment thereof.
By Order Of The Board Of Directors,
/s/ JOHN R. ERBEY
------------------------------------
John R. Erbey
Secretary
West Palm Beach, Florida
March 29, 2002
OCWEN FINANCIAL CORPORATION
----------------------------
PROXY STATEMENT
----------------------------
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished to holders of the common stock, par
value $.01 per share (the "Common Stock"), of Ocwen Financial Corporation, a
Florida corporation (the "Company"). Proxies are being solicited on behalf of
the Board of Directors of the Company to be used at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the offices of the Company
located at 1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida 33401, on
Thursday, May 16, 2002 at 9:00 a.m., Eastern Time, and at any adjournment
thereof, for the purposes set forth in the Notice of Annual Meeting of
Shareholders. This Proxy Statement and the accompanying proxy card (the "Proxy")
are first being mailed to shareholders on or about March 29, 2002.
The Proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
Proxy received will be voted: (i) for each of the nominees for director
described herein; (ii) for ratification of the appointment of
PricewaterhouseCoopers LLP as the independent auditor for 2002; and (iii) upon
the transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies.
Any shareholder giving a Proxy has the power to revoke it at any time
before it is exercised by: (i) filing written notice thereof with the Secretary
of the Company (John R. Erbey, Secretary, Ocwen Financial Corporation, 1675 Palm
Beach Lakes Boulevard, West Palm Beach, Florida 33401); (ii) submitting a
properly executed Proxy bearing a later date; or (iii) appearing at the Annual
Meeting and giving the Secretary notice of his or her intention to vote in
person. Proxies solicited hereby may be exercised only at the Annual Meeting and
any adjournment thereof and will not be used for any other meeting.
VOTING
Only holders of record of Common Stock at the close of business on March
15, 2002 (the "Voting Record Date") will be entitled to vote at the Annual
Meeting or any adjournment thereof. On the Voting Record Date, there were
67,308,502 shares of Common Stock issued and outstanding, and the Company had no
other class of equity securities outstanding. Each share of Common Stock is
entitled to one vote at the Annual Meeting on all matters properly presented
thereat.
Assuming the presence of a quorum, the four persons receiving the greatest
number of votes of the Common Stock cast at the Annual Meeting by the holders of
stock entitled to vote shall be elected as directors of the Company. Assuming
the presence of a quorum, the proposal to ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent auditor for 2002 and any
other matter properly submitted to shareholders for their consideration at the
Annual Meeting (other than the election of directors) shall be approved if the
votes cast by the holders of the shares represented at the Annual Meeting and
entitled to vote on the subject matter favoring the action exceed the votes cast
opposing the action.
With regard to the election of directors, shareholders may vote in favor of
or withhold authority to vote for one or more nominees for director. Votes that
are withheld and broker non-votes in connection with the election of one or more
nominees for director will not be counted as votes cast for such individuals and
accordingly will have no effect. Abstentions may be specified on all other
proposals. Abstentions and broker non-votes will not be counted in determining
the votes cast in connection with the proposal to ratify the appointment of the
Company's independent auditor and thus will have no effect on such proposal.
The presence at the Annual Meeting of a majority of the votes entitled to
be cast, represented in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting.
4
ELECTION OF DIRECTORS
(Proposal One)
The Company's Bylaws provide that the Board of Directors of the Company
shall be comprised of between three and seven members, with the exact number to
be fixed by the Board of Directors. Directors are elected annually and hold
office until the earlier of the election and qualification of their successors
or their resignation and removal.
On March 14, 2002, Mr. Howard H. Simon resigned from the Board of Directors
of the Company and the Bank, effective immediately. Mr. Simon has indicated to
the Company that his resignation is not the result of any disagreement with the
Company regarding its financial or other policies, practices or operations.
The Board of Directors met on March 19, 2002 and, pursuant to the Bylaws of
the Company, adopted a resolution fixing the number of directors at four. In
accordance with the Bylaws of the Company and the Charter of the Audit
Committee, the Board of Directors also appointed Mr. Barry N. Wish to the Audit
Committee and designated Mr. W.C. Martin Chairman of the Audit Committee on that
date. Messrs. Martin and Wish assumed their duties and completed the necessary
functions required by the Audit Committee Charter with the participation and
concurrence of Mr. Lewis, the third member of the Audit Committee.
For these reasons, the Company will propose only four directors for
election at the Annual Meeting. Each of the four persons standing for election
at the Annual Meeting is currently a director of the Company. There are no
arrangements or understandings between any nominee for director and any other
person pursuant to which such person was selected as a nominee. No director is
related to any other director or executive officer of the Company by blood,
marriage or adoption.
If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the person or persons appointed as
proxies will nominate and vote for a replacement nominee or nominees recommended
by the Board of Directors. At this time, the Board of Directors knows of no
reason why any of the nominees listed below would not be able to serve as
director if elected.
Nominees for Director
The following table sets forth certain information concerning the directors
of the Company.
Director
Name Age(1) since
---- ------ --------
William C. Erbey................................... 52 1988
Hon. Thomas F. Lewis............................... 77 1997
W.C. Martin........................................ 53 1996
Barry N. Wish...................................... 60 1988
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(1) As of March 15, 2002.
The principal occupation for the last five years of each director of the
Company, as well as some other information, is set forth below.
William C. Erbey. Mr. Erbey has served as the Chairman of the Board of
Directors of the Company since September 1996, as the Chief Executive Officer of
the Company since January 1988 and served as the Chief Investment Officer of the
Company from January 1992 to August 1999 and the President of the Company from
January 1988 to May 1998. Mr. Erbey has served as the Chairman of the Board of
Directors of the Ocwen Federal Bank FSB (the "Bank") since February 1988 and as
the Chief Executive Officer of the Bank since June 1990. He also serves as a
director and officer of many subsidiaries of the Company. From 1983 to 1995, Mr.
Erbey served as a Managing General Partner of The Oxford Financial Group
("Oxford"), a private investment partnership that was the predecessor of the
Company. From 1975 to 1983, Mr. Erbey served at General Electric Capital
Corporation ("GECC") in various capacities, most recently as the President and
Chief Operating Officer of General Electric Mortgage Insurance Corporation. Mr.
Erbey also served as the Program General Manager of GECC's Commercial Financial
5
Services Department and as the President of Acquisition Funding Corporation. He
holds a Bachelor of Arts in Economics from Allegheny College and received a
Master of Business Administration from Harvard University.
Hon. Thomas F. Lewis. Mr. Lewis has served as a director of the Company and
of the Bank since May 1997. Mr. Lewis served as a United States Congressman,
representing the 12th District of Florida from 1983 to 1995. He served in the
House and Senate of the Florida State Legislature at various times. Mr. Lewis is
a principal of Lewis Properties. He is also a member of the Economic Council of
Palm Beach County. Mr. Lewis formerly served as a United States delegate to the
North Atlantic Treaty Organization and as a member of the President's Advisory
Commission on Global Trade Policies. He attended the University of Florida and
holds an Associate's Degree from Palm Beach Junior College, a Certificate in
Engineering from the Massachusetts Institute of Technology and honorary
doctorates from the Florida Institute of Technology and Nova University.
W.C. Martin. Mr. Martin has served as a director of the Company since July
1996 and of the Bank since August 1996. Since 1982, Mr. Martin has been
associated with Holding Capital Group ("HCG") and has been engaged in the
acquisition and turnaround of businesses in a broad variety of industries. Since
March 1993, Mr. Martin also has served as President and Chief Executive Officer
of SV Microwave, a company he formed along with other HCG investors to acquire
the assets of the former Microwave Division of Solitron Devices, Inc. In 1998,
Mr. Martin became CEO of HCG Technologies, Inc. ("HCGT"), a holding company
formed by him and HCG to acquire, fund or start technology companies. In 1999,
he became CEO of SV Microwave Components Group, Inc., a newly formed subsidiary
of HCGT engaged in the design, production and sale of passive microwave devices.
Prior to 1982, Mr. Martin was a Manager in Touche Ross & Company's Management
Consulting Division, and prior to that he held positions in financial management
with Chrysler Corporation. Mr. Martin holds a Bachelor of Science in Industrial
Management from LaSalle University and received a Masters of Business
Administration from the University of Notre Dame.
Barry N. Wish. Mr. Wish has served as Chairman Emeritus of the Board of
Directors of the Company since September 1996, and he previously served as
Chairman of the Board of the Company from January 1988 to September 1996. Mr.
Wish has served as a director of the Bank since February 1988. From 1983 to
1995, he served as a Managing General Partner of The Oxford Financial Group,
which he founded. From 1979 to 1983, he was a Managing General Partner of Walsh,
Greenwood, Wish & Co., a member firm of the New York Stock Exchange. Prior to
founding that firm, Mr. Wish was a Vice President and shareholder of Kidder,
Peabody & Co., Inc. He is a graduate of Bowdoin College.
The Board of Directors unanimously recommends that shareholders vote FOR
each of the nominees for director.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held six meetings during 2001. No
director of the Company attended fewer than 75% of the aggregate of the total
number of meetings of the Board of Directors held during 2001 and the total
number of meetings held by all committees thereof on which he served during the
period.
The Board of Directors of the Company has established an Executive
Committee, an Audit Committee and a Nominating and Compensation Committee. A
brief description of these Committees is set forth below.
The Executive Committee is generally responsible to act on behalf of the
Board of Directors during the intervals between meetings of the Board of
Directors. Currently, the members of this Committee are Directors Erbey
(Chairman) and Wish. This Committee met 16 times during 2001.
The Audit Committee of the Board of Directors reviews and advises the Board
of Directors with respect to reports by the Company's independent auditor and
monitors the Company's compliance with laws and regulations applicable to the
Company's operations including the evaluation of significant matters relating to
the financial reporting process and system of internal accounting controls of
the Company and the review of the scope and results of the annual audit
conducted by the independent auditor. Currently, the members of the Audit
Committee are Directors Martin (Chairman), Lewis and Wish. Mr. Simon served as
Chairman of the Audit Committee through the date of his resignation. Each member
6
of the Audit Committee is independent as defined in the listing standards of the
New York Stock Exchange, on which the Company's common stock is listed. This
Committee met six times during 2001.
The Nominating and Compensation Committee evaluates and makes
recommendations to the Board of Directors for the election of directors, as well
as handles personnel and compensation matters relating to the executive officers
of the Company. The Nominating and Compensation Committee will consider nominees
for director recommended by shareholders, but has not adopted any procedures to
be followed by shareholders in submitting such recommendations. Currently, the
members of the Nominating and Compensation Committee are Directors Martin
(Chairman) and Lewis. Mr. Simon served as a member of this Committee through the
date of his resignation. This Committee met three times during 2001.
BOARD OF DIRECTORS COMPENSATION
Pursuant to a Directors Stock Plan adopted by the Board of Directors and
shareholders of the Company in July 1996, the Company compensated directors
during 2001 by delivering to each a total annual value of $16,000 payable in
shares of Common Stock (which may be prorated for a director serving less than a
full one-year term, as in the case of a director joining the Board of Directors
after an annual meeting of shareholders), subject to review and adjustment by
the Board of Directors from time to time. For 2002, the Company will compensate
directors by delivering to each a total annual value of $16,000, payable in the
same manner. Such payment is made after the annual organizational meeting of the
Board of Directors which follows the annual meeting of shareholders of the
Company. An additional annual fee payable in shares of Common Stock, which
currently amounts to $2,000, subject to review and adjustment by the Board of
Directors from time to time, is paid to committee chairs after the annual
organizational meeting of the Board of Directors. During 2001, an aggregate of
8,795 shares of Common Stock was granted to the five directors of the Company,
including the shares received by the three committee chairs.
The number of shares issued pursuant to the Directors Stock Plan is based
on the "fair market value" of the Common Stock on the date of grant. The term
"fair market value" is defined in the Directors Stock Plan to mean the average
of the high and low prices of the Common Stock as reported on the New York Stock
Exchange on the relevant date.
Shares issued pursuant to the Directors Stock Plan, other than the
committee chair fee shares, are subject to forfeiture during the 12 full
calendar months following election or appointment to the Board of Directors or a
committee thereof if the director does not attend an aggregate of at least 75%
of all meetings of the Board of Directors and committees thereof of which he is
a member during such period.
Each of the members of the Board of Directors of the Company also serves on
the Board of Directors of the Bank. During 2001, the Bank compensated its
directors by delivering to each a total annual value of $10,000 in cash, paid in
equal quarterly installments in arrears, in respect of their service on the
Bank's Board of Directors. An additional annual payment of $2,000 in cash, paid
in equal quarterly installments in arrears, was paid to committee chairs. During
2001, an aggregate of $44,000 in cash was paid to four directors of the Company
in respect of their service as members of the Board of Directors of the Bank,
including as chairman of the committees of the Bank's Board of Directors.
7
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth certain information with respect to each
person who currently serves as an executive officer of the Company but does not
serve on the Company's Board of Directors. Executive officers of the Company are
elected annually by the Board of Directors and generally serve at the discretion
of the Board. There are no arrangements or understandings between the Company
and any person pursuant to which such person was elected as an executive officer
of the Company. No director or executive officer is related to any other
director or executive officer of the Company or any of its subsidiaries by
blood, marriage or adoption.
Name Age(1) Position
---- ------ --------
Ronald M. Faris...................... 39 President
Robert J. Leist, Jr.................. 52 Vice President and Chief Accounting Officer
Arthur D. Ringwald................... 56 President and Chief Executive Officer,
Ocwen Technology Xchange, Inc.
Mark S. Zeidman...................... 50 Senior Vice President and Chief
Financial Officer
(1) As of March 15, 2002.
The background for the last five years of each executive officer of the
Company who is not a director, as well as certain other information, is set
forth below.
Ronald M. Faris. Mr. Faris has served as President of the Company and the
Bank since March 1, 2001. Mr. Faris served as Executive Vice President of the
Company and the Bank from May 1998 to March 2001, as a Senior Vice President of
the Bank from May 1997 to May 1998 and Vice President and Chief Accounting
Officer of the Company from June 1995 to May 1997 and of the Bank from July 1994
to May 1997. From March 1991 to July 1994 he served as Controller for a
subsidiary of the Company. From 1986 to 1991, Mr. Faris was a Vice President
with Kidder, Peabody & Co., Inc., and from 1984 to 1986 worked in the General
Audit Department of PricewaterhouseCoopers LLP. He holds a Bachelor of Science
from Pennsylvania State University.
Robert J. Leist, Jr. Mr. Leist has served as Vice President and Chief
Accounting Officer of the Company and the Bank since his employment in March
1999. From March 1987 until March 1999 he was employed at J.P. Morgan & Co.,
Incorporated, most recently as a Vice President. Prior to 1987 he held positions
with Brylane, Inc. and Arthur Andersen & Co. Mr. Leist holds a Bachelor of Arts
from Boston College, attended New York University for a Master of Business
Administration, and is a Certified Public Accountant.
Arthur D. Ringwald. Mr. Ringwald has served as President and Chief
Executive Officer of Ocwen Technology Xchange, Inc. since April 2001. Prior to
that, Mr. Ringwald served as President and Chief Executive Officer of Ellie Mae,
a technology solutions provider to the mortgage brokerage industry. From 1993 to
2000, Mr. Ringwald served as Group Executive Vice President at Bank of America
responsible for residential and secondary mortgage lending. Mr. Ringwald was
Executive Vice President with the Sears Mortgage Corporation from 1989 until
1993. Mr. Ringwald holds a Bachelor of Science degree from Michigan State
University and an MBA from the University of Detroit. Mr. Ringwald has also
served on the Harvard Center for Joint Housing Studies Advisory Board, The
Consumer Mortgage Coalition, The National Association of Home Builders Housing
Finance Roundtable, The Fannie Mae National Advisory Counsel and a variety of
other real estate finance related boards.
Mark S. Zeidman. Mr. Zeidman has served as Senior Vice President and Chief
Financial Officer of the Company and the Bank since May 1997 and as Chief
Investment Officer of the Company since August 1999. He also serves as an
officer of many subsidiaries of the Company. From 1986 until May 1997, Mr.
Zeidman was employed by Nomura Securities International, Inc., most recently as
Managing Director. Prior to 1986, he held positions with Shearson Lehman
Brothers and Coopers & Lybrand. He holds a Bachelor of Arts degree from the
University of Pennsylvania and received a Master of International Affairs from
Columbia University and a Master of Business Administration from the Wharton
School of Business at the University of Pennsylvania. Mr. Zeidman is also a
Certified Public Accountant.
8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Beneficial Ownership of Common Stock
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of the date indicated by (i) each director and
named executive officer of the Company, (ii) all directors and executive
officers of the Company as a group and (iii) all persons known by the Company to
own beneficially 5% or more of the outstanding Common Stock. The table is based
upon information supplied to the Company by directors, officers and principal
stockholders and filings under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
Shares Beneficially Owned as of
March 15, 2002 (1)
-------------------------------
Name of Beneficial Owner Amount(1) Percent
------------------------ -------------- -------
NewSouth Capital Management, Inc.
1000 Ridgeway Loop Rd. - Suite 233
Memphis, TN 38120 .......................................... 7,154,354(2) 10.27%
Directors and Named Executive Officers:
William C. Erbey ......................................... 19,147,410(3) 27.49%
Hon. Thomas F. Lewis ..................................... 12,856(4) *
W.C. Martin .............................................. 12,972(5) *
Barry N. Wish ............................................ 9,287,554(6) 13.33%
John R. Erbey ............................................ 2,130,585(7) 3.05%
Ronald M. Faris .......................................... 195,631(8) *
Robert E. Koe ............................................ 165,929(9) *
Robert J. Leist, Jr ...................................... 10,635(10) *
Arthur D. Ringwald ....................................... 12,098 *
Mark S. Zeidman .......................................... 69,573(11) *
All Directors and Executive Officers as a Group (10 persons) 31,045,243(12) 44.56%
- ---------------
* Less than 1%.
(1) For purposes of this table, pursuant to rules promulgated under the
Exchange Act, an individual is considered to beneficially own any
shares of Common Stock if he or she directly or indirectly has or
shares: (i) voting power, which includes the power to vote or to
direct the voting of the shares, or (ii) investment power, which
includes the power to dispose or direct the disposition of the shares.
Unless otherwise indicated, an individual has sole voting power and
sole investment power with respect to the indicated shares.
(2) Based on information contained in a Schedule 13G/A filed with the
Commission on February 13, 2002 by NewSouth Capital Management, Inc.,
an investment advisor that acquired the shares on behalf of its
clients. Includes 6,339,854 shares as to which sole voting power is
claimed, 88,500 shares as to which shared dispositive power is claimed
and 7,065,854 shares as to which sole dispositive power is claimed.
(3) Includes 13,125,885 shares held by FF Plaza Partners, a Delaware
partnership of which the partners are William C. Erbey, his spouse, E.
Elaine Erbey, and Delaware Permanent Corporation, a corporation
wholly-owned by William C. Erbey. Mr. and Mrs. William C. Erbey share
voting and dispositive power with respect to the shares owned by FF
Plaza Partners. Also includes 5,409,704 shares held by Erbey Holding
Corporation, a corporation wholly-owned by William C. Erbey. Also
includes options to acquire 611,821 shares which were exercisable at
or within 60 days of March 15, 2002. Included in the shares held by FF
Plaza Partners are 7,862 shares held pursuant to the Directors Stock
Plan.
(4) Includes 1,100 shares held jointly with spouse. Also includes 5,328
shares held pursuant to the Directors Stock Plan.
(5) Includes 5,110 shares held by the Martin & Associates Management
Consultants, Inc. Defined Contribution Pension Plan & Trust. Also
includes 7,862 shares held pursuant to the Directors Stock Plan.
(6) Includes 8,728,305 shares held by Wishco, Inc., a corporation
controlled by Barry N. Wish pursuant to his ownership of 93% of the
common stock thereof; 351,940 shares held by B.N.W. Partners, a
Delaware partnership of which the partners are Mr. Wish and B.N.W.,
Inc., a corporation wholly-owned by Mr. Wish; and 132,000 shares held
9
by the Barry Wish Family Foundation, Inc., a charitable foundation of
which Mr. Wish is a director. Also includes 6,652 shares held pursuant
to the Directors Stock Plan.
(7) Includes 1,577,030 shares held by John R. Erbey Family Limited
Partnership, a Georgia limited partnership whose general partner is a
corporation wholly-owned by John R. Erbey and whose limited partners
consist of John R. Erbey, his spouse and children. Also includes
options to acquire 539,005 shares of Common Stock which were
exercisable at or within 60 days of March 15, 2002.
(8) Includes 9,260 shares held jointly with spouse. Also includes options
to acquire 176,951 shares of Common Stock which were exercisable at or
within 60 days of March 15, 2002.
(9) Includes 125,579 shares of Common Stock which were exercisable at or
within 60 days of March 15, 2002. Mr. Koe resigned as Managing
Director of the Company effective March 12, 2002.
(10) Includes options to purchase 10,535 shares of Common Stock which were
exercisable at or within 60 days of March 15, 2002.
(11) Includes 442 shares held by his children. Also includes options to
acquire 62,121 shares of Common Stock which were exercisable at or
within 60 days of March 15, 2002.
(12) Includes options to acquire an aggregate of 1,538,110 shares of Common
Stock which were exercisable at or within 60 days of March 15, 2002.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of the Common Stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely upon review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% shareholders were complied with during
2001.
10
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table discloses compensation received by the Company's chief
executive officer and the five other most highly paid directors and executive
officers of the Company for the years indicated.
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards
------
Number of
Restricted Securities
Stock Underlying All Other
Name and Position Year Salary(1) Bonus(2) Awards Options(#)(3) Compensation(4)
- ----------------- ---- --------- -------- ------ ------------- ---------------
William C. Erbey 2001 $360,000 $351,000 -- 141,475 $ 2,940
Chairman of the Board and 2000 $360,000 $345,938 -- 197,537 $ 3,400
Chief Executive Officer 1999 $360,000 $357,143 -- 34,549 $ 3,200
Ronald M. Faris 2001 $292,308 $297,673 -- 319,981 $ 2,973
President 2000 $260,000 $266,906 -- 152,409 $ 3,400
1999 $259,385 $323,091 -- 30,184 $ 3,200
Arthur M. Ringwald 2001 $220,385 $262,577 -- 60,491 $ 62,527(6)
President and CEO
Ocwen Technology Xchange
Mark S. Zeidman 2001 $355,000 $124,250 -- 90,081 $ 2,947
Senior Vice President and 2000 $354,519 $128,688 -- 73,483 $ 3,400
Chief Financial Officer 1999 $329,539 $219,313 -- 8,108 $ 70,393(8)
Robert E. Koe (9) 2001 $244,615 $165,051 -- 66,526 $ 7,248)
Managing Director
John R. Erbey (10) 2001 $320,000 $136,750 -- 55,119 $ 2,943
Secretary 2000 $319,615 $276,000 -- 157,602 $ 3,400
1999 $300,000 $365,119 -- 28,791 $ 3,200
(1) Represents amounts paid in 2001.
(2) For 2001, 2000 and 1999, consists of bonuses awarded pursuant to the
Company's 1998 Annual Incentive Plan in the first quarter of the
following year for services rendered in the years indicated.
(3) Except as otherwise noted, consists of options granted pursuant to the
Company's 1991 Non-Qualified Stock Option Plan, as amended (the "Stock
Option Plan"). The 2001, 2000 and 1999 amounts consist of grants made
as of the first quarter of the following year for services rendered in
the years indicated.
(4) Unless otherwise noted, consists of contributions by the Company
pursuant to the Company's 401(k) Savings Plan.
(5) Consists of options to purchase 119,981 shares of Common Stock granted
pursuant to the Stock Option Plan and additional options to purchase
200,000 Shares of Common Stock granted to Mr. Faris.
(6) Mr. Ringwald commenced his employment as President and Chief Executive
Officer of Ocwen Technology Xchange on April 1, 2001. His annual
salary is prorated for his period of employment in 2001. His other
compensation represents reimbursed relocation expenses.
(7) Consists of options to purchase 50,081 shares of Common Stock granted
pursuant to the Stock Option Plan and additional options to purchase
40,000 shares of Common Stock granted to Mr. Zeidman.
(8) Includes $67,193 in reimbursed relocation expenses.
(9) Mr. Koe commenced his employment as Managing Director with the Company
on March 1, 2001. His annual salary is prorated for his period of
employment in 2001. His other compensation includes reimbursed
relocation expenses. Mr. Koe resigned from the Company effective March
12, 2002.
(10) Prior to May 17, 2001, John R. Erbey served as an executive officer of
the Company as Senior Managing Director and Secretary of Ocwen
Financial Corporation and Chairman and Chief Executive Officer of
Ocwen Technology Xchange. Mr. Erbey continues to serve as Secretary of
Ocwen Financial Corporation and its subsidiaries.
11
The Company has an employment agreement with Mr. Ringwald. This
Agreement sets forth compensation, including base salary and minimum
targets for annual bonus. The Agreement expires in 2006. The Company may
terminate Mr. Ringwald's employment without "cause," as defined in the
Agreement, and Mr. Ringwald may terminate his employment for any reason,
including "good reason," as defined in the Agreement. Upon termination by
the Company without "cause," or termination by the employee for "good
reason," Mr. Ringwald is entitled to a lump sum cash payment of $750,000
and any amounts payable to Mr. Ringwald as of the date of termination. If
such termination is after a "change in control," Mr. Ringwald shall receive
a lump sum payment of the greater of (x) $750,000 or (y) the base salary
and guaranteed bonus specified for the Employment Term, plus all accrued
amounts and certain other benefits and compensation payable to Mr. Ringwald
under any employee benefit or incentive compensation plans then in effect (
including the continuation of certain health, life, disability and pension
benefits) through the end of the employment term. Mr. Ringwald's current
annual salary is $300,000; this amount may not be reduced and will be
increased on an annual basis commencing on the third anniversary of the
Agreement by an amount equal to ratio of the CPI-Urban Consumers for the
current year over the prior year. Mr. Ringwald's agreement also includes
provision for confidentiality, indemnification, and non-competition.
Option Grants for 2001
The following table provides information relating to option grants made by
the Company during 2001 and pursuant to the Company's Stock Option Plan in
January 2002 to the individuals named in the Summary Compensation Table for
services rendered in 2001.
Percent of
Securities
No. of Underlying
Securities Total
Underlying Options Potential Realizable Value at Assumed
Options Granted to Exercise Rates of Stock Price Appreciations
Granted Employees Price Expiration For Option Term (3)
Name (#)(1)(2) (%)(2) ($/sh) Date 0%($) 5%($) 10%($)
- ---- ---------- ---------- -------- ---------- ---------- ---------- ----------
William C. Erbey ...... 141,475 8.93 $ 5.789 1/31/12 $ 380,709 $1,135,195 $2,292,744
Ronald M. Faris ....... 119,981 20.20 $ 5.789 1/31/12 $ 322,869 $ 962,728 $1,944,412
200,000(4) $ 12.55 10/31/11 -- $ 252,600 $1,889,000
Robert E. Koe ......... 66,526 4.20 $ 5.789 1/31/12 $ 179,021 $ 533,805 $1,078,120
Arthur D. Ringwald .... 60,491 3.82 $ 5.789 1/31/12 $ 162,781 $ 485,380 $ 980,317
Mark S. Zeidman ....... 50,081 5.69 $ 5.789 1/31/12 $ 134,768 $ 401,850 $ 811,613
40,000(4) $ 12.55 10/31/11 -- $ 50,520 $ 377,800
John R. Erbey ......... 55,119 3.48 $ 5.789 1/31/12 $ 148,325 $ 442,275 $ 893,259
(1) All options are to purchase shares of Common Stock, and, unless otherwise
noted, one-fifth vests and becomes exercisable on the date of grant and on
each of January 31, 2003, 2004, 2005 and 2006.
(2) Except as noted below, indicated grants were made in January 2002. The
percentage of securities underlying these options to the total number of
securities underlying all options granted to employees of the Company
during 2001 is based on options to purchase a total of 1,144,093 shares of
Common Stock granted to employees of the Company as of January 31, 2002
under the Stock Option Plan and an additional 440,000 shares of Common
Stock that were granted to employees during 2001.
(3) Assumes future prices of shares of Common Stock of $8.480, $13.813 and
$21.995 at compounded rates of return of 0%, 5% and 10%, respectively, from
the closing price per share on the New York Stock Exchange on December 31,
2001.
(4) These options vest and become exercisable on October 31, 2004.
12
Aggregated Option Exercises in 2001 and Year-End Option Values
The following table provides information relating to option exercises
during the year 2001 by the individuals named in the Summary Compensation Table
and the value of each such individual's unexercised options at December 31, 2001
(1).
Number of Securities
Number of Underlying Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired December 31, 2001 (1) December 31, 2001 (2)
on Value --------------------------- ---------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
William C. Erbey.......... 0 0 611,821 243,219 $474,676 $851,006
John R. Erbey............. 0 0 539,005 148,253 $847,853 $555,540
Ronald M. Faris........... 0 0 176,951 197,492 $377,306 $682,520
Robert E. Koe............. 0 0 125,579 53,221 $ 35,804 $143,217
Arthur D. Ringwald........ 0 0 12,098 48,393 $ 32,556 $130,225
Mark S. Zeidman........... 0 0 62,121 86,857 $168,154 $307,561
- -----------------
(1) All options are to purchase shares of Common Stock. Options listed as
"exercisable" consist of options which became exercisable at or within 60
days of March 15, 2002.
(2) Based on the $8.48 closing price of a share of Common Stock on the New York
Stock Exchange on December 31, 2001.
Compensation Committee Interlocks and Insider Participation
Determinations regarding compensation of the Company's employees are made
by the Company's Nominating and Compensation Committee. No member of the
Committee is or at any time was an employee of the Company or any subsidiary,
nor did any member of the Committee have an interest in a transaction which
would require disclosure hereunder or under "Certain Relationships and Related
Transactions" below.
The Report of the Nominating and Compensation Committee and the Performance
Graph that follows shall not be deemed to be incorporated by reference into any
filings made by the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, notwithstanding any general statement contained
in any such filings incorporating this Proxy Statement by reference, except to
the extent the Company incorporates such Report and graph by specific reference.
Report of the Nominating and Compensation Committee
The Nominating and Compensation Committee (the "Committee") of the Board of
Directors is responsible for establishing management compensation policies and
procedures to be reflected in the compensation program offered to the executive
officers of the Company and the Bank. The Committee shares jurisdiction with the
full Board of Directors over the administration of and grants under the Stock
Option Plan.
General Compensation Policies. The broad general salary and benefit
guidelines are determined by the Committee. The Company seeks to provide
executives with long-term wealth accumulation capability, conditional upon
personal performance, individual service longevity and consistent high level
financial performance of the Company. With respect to the Company's officers
other than Mr. William C. Erbey, the Committee considered salary and bonus
recommendations prepared by Mr. William C. Erbey or other executive officers to
determine fiscal 2001 compensation. The salary adjustment recommendations were
based on the Company's overall performance in the past year and an analysis of
compensation levels necessary to maintain and attract quality personnel. It is
through this process that the Company is able to compete for and retain talented
executives who are critical to the Company's long-term success and align the
interests of those executives with the long-term interests of the Company's
shareholders.
Annual Incentive Compensation. The Company's primary incentive compensation plan
for executives is the 1998 Annual Incentive Plan. Pursuant to this plan, a
participant can earn cash and stock option awards in relation to the Company or
a business unit attaining specified levels of increase in net earnings, return
on equity, average net equity used or growth in assets, as well as in relation
13
to individual performance. If the Company, business unit or individual
performance is below certain threshold levels, no award is paid for that
performance measure under the plan. Each participant has a targeted annual
incentive award that is expressed as a percentage of total target compensation
and varies with the participant's level of responsibility. At the executive
level, 20-60% of each executive's total target compensation is at risk and
payable only upon achievement of certain minimum Company and individual
performance levels. The 1998 Annual Incentive Plan awards were structured so
that the compensation opportunities for executives will exceed those of
comparable companies when superior levels of corporate, business unit and
individual performances are achieved. Conversely, when the Company, business
unit and individual performance fall short of established targets, the
compensation opportunities for executives are below those available at
comparable companies.
Long-Term Incentive Compensation. Prior to 1998, the Company's primary
long-term compensation program had been exclusively to award stock options with
deferred vesting. The objective of these options was to create a direct link
between executive compensation and long-term Company performance. In determining
the appropriate level of each stock-based allotment, the Committee considered
the executive's contribution toward Company and Bank performance. To encourage
growth in shareholder value, stock options were granted to essential management
personnel who were in a position and had the responsibility to make a
substantial contribution to the long-term success of the Company. The Committee
believes that stock option awards help to focus attention on managing the
Company from the perspective of an owner with an equity stake in the business.
The Company has retained these benefits by including stock options as part of
the 1998 Annual Incentive Plan.
In May 1998, the Company's shareholders approved, and the Company made
awards under, the 1998 Long-Term Incentive Plan (the "LTIP") which provided for
the award of Basis Points to plan participants. Basis Points were valued based
upon the Company's attainment of certain performance targets during a specified
performance period. The performance targets under the LTIP were based on the
attainment of specified levels of return on equity and growth in earnings per
share. In the event that Basis Points were earned, they would have been paid in
the form of restricted stock awards. Basis Points were awarded in 1998 and 1999.
The LTIP was suspended during the first quarter of 2000 and all accrued Basis
Points were cancelled.
Other Compensation. The Compensation Committee's policy with respect to
other employee benefit plans is to provide competitive benefits to employees of
the Company and the Bank, including executive officers. A competitive
comprehensive benefit program is essential to achieving the goal of attracting
and retaining highly qualified employees.
Tax Considerations. Under Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), the tax deduction by corporate taxpayers is
limited with respect to the compensation of certain executive officers to $1
million per covered executive unless such compensation is based upon the
attainment of performance objectives meeting certain regulatory criteria or is
otherwise excluded from the limitation. The Company obtained shareholder
approval of the 1998 Annual Incentive Plan and the LTIP in order to qualify
awards under such plans as performance-based compensation under Section 162(m)
of the Code. It is the Compensation Committee's intention to qualify all
performance-based compensation for the exclusion from the deductibility
limitation of 162(m), except in situations where qualifying compensation for the
exclusion would be inconsistent with the overall best interest of the Company.
Chief Executive Officer Compensation. In determining the overall
compensation package for the Chief Executive Officer, the Committee considered
the performance of the Chief Executive Officer and the financial performance
achieved by the Company during the past fiscal year.
Nominating and Compensation Committee:
W.C. Martin, Chairman
Hon. Thomas F. Lewis, Director
March 29, 2002
14
COMPARISON OF CUMULATIVE TOTAL RETURN
The following graph compares the cumulative total return on the Common
Stock of the Company since December 31, 1996 with the cumulative total return on
the stocks included in (i) the Standard & Poor's 500 Market Index, (ii) the
Nasdaq Stock Market (United States), and (iii) the Standard & Poor's Financial
(Diversified) 500 Market Index.
[GRAPHIC CHART OMITTED]
Period Ending
------------------------------------------------------------------------
Index 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
- -----------------------------------------------------------------------------------------------------------------
Ocwen Financial Corporation 100.00 190.19 92.05 46.73 47.66 63.40
S&P 500 100.00 133.37 171.44 207.52 188.62 166.22
NASDAQ - Total US* 100.00 122.48 172.68 320.89 193.01 153.15
S&P Diversified Financial Index 100.00 157.65 206.33 215.10 303.68 241.76
The above graph represents $100 invested in Common Stock on December 31,
1996 at the closing price of $26.75 per share on that date and in each index on
such date. The Common Stock was quoted on the Nasdaq Stock Market's National
Market from September 25, 1996 through July 31, 1997 and has been listed on the
New York Stock Exchange since August 1, 1997.
15
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR
(Proposal Two)
The Board of Directors of the Company has appointed PricewaterhouseCoopers
LLP, independent certified public accountants, to be the Company's independent
auditor for the year ending December 31, 2002, and has further directed that the
selection of the auditor be submitted for ratification by the shareholders at
the Annual Meeting.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual
Meeting, will be given the opportunity to make a statement, if they so desire,
and will be available to respond to appropriate questions from shareholders.
The Board of Directors unanimously recommends that shareholders vote FOR the
appointment of PricewaterhouseCoopers LLP as the independent auditor for 2002.
The Audit Committee Report that follows shall not be deemed to be incorporated
by reference into any filing made by the Company under the Securities Act of
1933 or the Securities Exchange Act of 1934, notwithstanding any general
statement contained in such filing incorporating this Proxy Statement by
reference, except to the extent the Company incorporates such Report by specific
reference.
Report of the Audit Committee
The Audit Committee of the Board of Directors has:
o Reviewed and discussed with management the Company's audited financial
statements as of and for the year ended December 31, 2001;
o Discussed with PricewaterhouseCoopers LLP, the Company's independent
auditor, the matters required to be discussed by Statement on Auditing
Standards No. 61, "Communication with Audit Committees"; and
o Received and reviewed the written disclosures and the letter from
PricewaterhouseCoopers LLP required by the Independence Standards Board's
Independence Standard No. 1, "Independence Discussions with Audit
Committees" and discussed with PricewaterhouseCoopers LLP their
independence.
In reliance on the review and discussion referred to above, the Committee
recommends to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2001.
16
Audit Fees
According to the statements made by PricewaterhouseCoopers LLP, their aggregate
fees billed to the Company during 2001 are as follows:
Audit and review of the Company's financial statements $1,122,618
Financial Information Systems design and implementation 0
All other services 716,636(1)
(1) Of this amount, a total of $344,704 is auditing and accounting related;
$232,498 for required reports under auditor standards for subsidiary
audits, benefit plan audits, and servicing reports; and $112,206 for tax
related matters. In considering the independence of PricewaterhouseCoopers
LLP, the Audit Committee of the Board of Directors took into consideration
the amount and nature of these fees.
Audit Committee:
W. C. Martin, Chairman
Hon. Thomas F. Lewis, Director
Barry N. Wish, Director
17
SHAREHOLDER PROPOSALS
At the Annual Meeting the Company may exercise discretionary authority when
voting on a shareholder proposal that is not included as an agenda item in this
Proxy Statement if the proposal was received by the Company after February 13,
2002 and the proposal is properly presented at the Annual Meeting. The Company
did not receive notice of any shareholder proposal or nomination relating to the
Annual Meeting.
Any proposal which a shareholder desires to have included in the proxy
materials of the Company relating to the next annual meeting of shareholders,
which is scheduled to be held in May 2003 (the "2003 Annual Meeting"), must be
received at the executive offices of the Company no later than December 1, 2002.
All proposals and nominations should be directed to John R. Erbey, Secretary,
1675 Palm Beach Lakes Boulevard, West Palm Beach, Florida 33401. It is urged
that any shareholder proposal or nomination be sent certified mail,
return-receipt requested. If notice of a shareholder proposal relating to the
2003 Annual Meeting is received by the Company after February 12, 2003 and the
proposal is properly presented at the 2003 Annual Meeting, the Company will be
able to exercise discretionary authority when voting on the proposal. If notice
of a shareholder proposal is received on or prior to February 12, 2003, the
proposal is not included as an agenda item in the proxy statement and proxy card
furnished to shareholders in connection with the 2003 Annual Meeting (the "2003
Proxy Statement"), and the proposal is properly presented at the 2003 Annual
Meeting, the Company may exercise discretionary authority when voting on the
proposal if in the 2003 Proxy Statement the Company advises shareholders on the
nature of the proposal and how the Company intends to vote on the proposal,
unless the shareholder satisfies certain requirements of the SEC, including
mailing a separate proxy statement to the Company's shareholders.
ANNUAL REPORTS
A copy of the Company's Annual Report to Shareholders for the year ended
December 31, 2001 was mailed to shareholders entitled to notice of the Annual
Meeting commencing on or about March 29, 2002. Such report is not part of the
proxy solicitation materials.
The Company will furnish without charge to each person whose proxy is
solicited and to each person who represents that as of the record date for the
meeting he or she was a beneficial owner of shares entitled to vote at the
meeting, on written request, a copy of the Company's Annual Report on Form 10-K
for the year ended December 31, 2001 required to be filed by the Company with
the SEC under the Exchange Act. Such requests should be directed to Investor
Relations, Ocwen Financial Corporation, 1675 Palm Beach Lakes Boulevard, West
Palm Beach, Florida 33401, telephone number (561) 682-8400. Such report is not
part of the proxy solicitation materials.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if any
other matters should properly come before the Annual Meeting, it is intended
that the Proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the person or persons appointed as
proxies.
The cost of the solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Common Stock. In addition to solicitations by
mail, directors, officers and employees of the Company may solicit proxies
personally or by telephone without additional compensation.
18
OCWEN FINANCIAL CORPORATION
1675 Palm Beach Lakes Boulevard
West Palm Beach, Florida 33401
REVOCABLE PROXY
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OCWEN FINANCIAL CORPORATION, FOR USE ONLY AT THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2002 AND AT ANY ADJORNMENT THEREOF.
The undersigned hereby appoints John R. Erbey, William C. Erbey,
Ronald M. Faris or any of them, as proxy, with full powers of substitution and
hereby authorizes them to represent and vote, as designated below, all the
shares of Common Stock of Ocwen Financial Corporation (the "Company") held of
record by the undersigned on March 15, 2002 at the Annual Meeting of
Shareholders to be held at the offices of the Company located at 1675 Palm Beach
Lakes Boulevard, West Palm Beach, Florida 33401 on Thursday, May 16, 2002 at
9:00 a.m., Eastern Time, and at any adjournment thereof.
Shares of Common Stock of the Company will be voted as specified. If
not otherwise specified, this proxy will be noted FOR the election of each of
the Board of Directors' nominees to the Board of Directors and FOR the
ratification of the appointment of PricewaterhouseCoopers LLP as independent
auditor. You may revoke this proxy at any time prior to the time it is voted at
the Annual Meeting.
The Undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders of Ocwen Financial Corporation to be held on May 16,
2002, or any adjournment thereof, a Proxy Statement for the Annual Meeting and
the 2001 Annual Report to Shareholders of the Company prior to the signing of
this proxy.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE ADDRESSED TO: AMERICAN STOCK TRANSFER & TRUST COMPANY, 59
MAIDEN LANE, NEW YORK, N.Y. 10038
(Continued and to be dated and signed on the reverse side)
| Please Detach and Mail in the Envelope Provided |
--- ---
A [X] Please mark your votes in this
example using dark ink only.
FOR all nominees WITHHOLD AUTHORITY to
listed at right (except vote for all nominees
as marked to the listed at right
contrary below)
1. ELECTION OF [ ] [ ] NOMINEES: William C. Erbey
DIRECTORS. Hon. Thomas F. Lewis
W.C. Martin
Barry N. Wish.
(INSTRUCTION: To withhold authority to vote for
any individual nominee, mark the "FOR" box and
write that nominee's name in the space provided
below.)
- -----------------------------------------------
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE APPOINTMENT BY [ ] [ ] [ ]
BOARD OF DIRECTORS OF PRICEWATERHOUSECOOPERS
LLP AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE YEAR ENDING
DECEMBER 31, 2002.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
PLEASE CHECK IF YOU PLAN TO ATTEND THE MEETING [ ]
CHANGE OF ADDRESS AND/OR COMMENTS MARK HERE [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature(s)______________________ ______________________ Date:________, 2002
Note: Please sign exactly as your name(s) appear(s) on this Proxy. When
signing in a representative capacity, please give title. When shares are held
jointly, both should sign.