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 Pursuant to Section 240.14a-11(c) or section 240.14a-12
ACE CASH EXPRESS, INC.
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(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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Notes:
ACE CASH EXPRESS, INC.
1231 GREENWAY DRIVE, SUITE 800
IRVING, TEXAS 75038
_____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 16, 1998
_____________________
To the Shareholders of ACE Cash Express, Inc.:
The Annual Meeting of Shareholders of ACE Cash Express, Inc., a Texas
corporation (the "Company"), will be held at the Four Seasons Hotel, 4150 North
MacArthur Boulevard, Irving, Texas 75038, on November 16, 1998, at 10:00 a.m.
Dallas, Texas time, for the following purposes:
(1) To elect six directors to serve until the next annual meeting of
shareholders or until their respective successors are elected and
qualified;
(2) to consider and vote upon a proposal to increase the number of shares
of Common Stock authorized for issuance under the Company's
Non-Employee Directors Stock Option Plan from 135,000 shares to 260,000
shares; and
(3) to transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on September 29, 1998,
are entitled to notice of, and to vote at, the meeting or any adjournment
thereof. A list of shareholders entitled to vote at the meeting will be
available for examination at the Company's corporate offices, at 1231 Greenway
Drive, Suite 800, Irving, Texas 75038, for ten days before the meeting.
Whether or not you plan to attend the meeting, please date and sign the
enclosed proxy and return it in the enclosed envelope. No postage is required
if the proxy is mailed in the United States. Your prompt response will reduce
the time and expense of solicitation. Any shareholder that returns a proxy may
revoke it by voting in person at the meeting.
By order of the Board of Directors,
Jay B. Shipowitz
Secretary
Irving, Texas
October 19, 1998
ACE CASH EXPRESS, INC.
1231 GREENWAY DRIVE, SUITE 800
IRVING, TEXAS 75038
_____________________
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 16, 1998
_____________________
This Proxy Statement is furnished to shareholders of ACE Cash Express,
Inc., a Texas corporation (the "Company"), in connection with the solicitation,
at the Company's expense and on behalf of the Board of Directors of the
Company, of proxies to be used at the Annual Meeting of Shareholders of the
Company to be held November 16, 1998 (the "Annual Meeting"). Proxies in the
form enclosed will be voted at the Annual Meeting if properly executed,
returned to the Company before the Annual Meeting, and not revoked. Any
shareholder giving such a proxy may revoke it at any time before it is voted by
written revocation delivered to the Company's Secretary, by voting in person at
the Annual Meeting, or by giving a later proxy. This Proxy Statement and the
enclosed proxy form are first being sent to shareholders on or about October
19, 1998.
Included with this Proxy Statement are copies of the Company's Annual
Report to Shareholders for the fiscal year ended June 30, 1998 ("fiscal 1998").
The Annual Report to Shareholders is not part of the proxy solicitation
material.
TABLE OF CONTENTS PAGE
Outstanding Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Quorum and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Solicitation of Proxies; Action to be Taken at Meeting . . . . . . . . . . . . . . . . 2
Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . 3
Directors and Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . .
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Committees, Meetings, and Compensation of Members of the Board of Directors . 6
Compliance with Section 16(a) of the Securities Exchange Act of 1934 . . . . . 7
Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Senior Management Bonus Plan . . . . . . . . . . . . . . . . . . . . . . . . . 9
Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Compensation Committee Interlocks and Insider Participation . . . . . . . . . 10
Compensation Committee Report on Executive Compensation . . . . . . . . . . . 11
Change-in-Control Severance Agreements . . . . . . . . . . . . . . . . . . . .13
Stock Performance Chart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Proposal to Amend ACE Cash Express, Inc. Non-Employee Directors Stock Option Plan . . 14
Relationship with Independent Public Accountants . . . . . . . . . . . . . . . . . . 16
Shareholder Proposals For 1999 Annual Meeting . . . . . . . . . . . . . . . . . . . . 16
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
-1-
OUTSTANDING CAPITAL STOCK
The record date for shareholders entitled to vote at the Annual Meeting is
September 29, 1998. At the close of business on that date, the Company had
issued, outstanding and entitled to vote at the Annual Meeting 9,937,781 shares
of Common Stock, $.01 par value per share ("Common Stock").
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of all
outstanding shares of the Common Stock on the record date is necessary to
constitute a quorum at the Annual Meeting. Assuming the presence of a quorum,
affirmative votes equal to at least (i) a plurality of the votes cast at the
Annual Meeting in person or by proxy is required for the election of directors,
and (ii) a majority of the votes cast at the Annual Meeting in person or by
proxy is required to approve any other matter. In deciding all questions, each
shareholder is entitled to one vote, in person or by proxy, for each share of
Common Stock held in such shareholder's name on the record date. Abstentions
will be included in vote totals and, as such, will have the same effect on each
proposal as a negative vote. Where nominee record holders do not vote on
specific matters because they did not receive specific instructions on such
matters from the beneficial owners of such shares ("broker non-votes"), such
broker non-votes will not be included in vote totals and, as such, will have no
effect on any proposal.
SOLICITATION OF PROXIES; ACTION TO BE TAKEN AT MEETING
The accompanying proxy for the Annual Meeting is solicited on behalf of the
Board of Directors. The Company will bear the expense of preparing, printing,
and mailing the proxy solicitation material and the form of proxy. In addition
to the use of the mails, proxies may be solicited by personal interview,
telephone, and telegram by the Company's directors, officers, and employees.
Arrangements may also be made with brokerage houses and other custodians,
nominees, and fiduciaries to forward solicitation material to the beneficial
owners of shares of Common Stock held of record by such persons, and the
Company may reimburse them for reasonable out-of-pocket expenses they incur in
connection therewith.
When shareholders have appropriately specified how their proxies should be
voted, the proxies will be voted accordingly. Unless the shareholder otherwise
specifies therein, the accompanying proxy will be voted (i) for the election as
directors of the Company of the six persons named under the caption "Directors
and Executive Officers -- Board of Directors," (ii) for the proposal to
increase the total number of shares of Common Stock authorized to be issued
under the Company's Non-Employee Directors Stock Option Plan, as amended (the
"Directors Option Plan"), and (iii) at the discretion of the proxy holders,
with respect to any other matter or business that may properly come before the
Annual Meeting. The Board of Directors does not know of any such other matter
or business.
-2-
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock, as of September 29, 1998, by each person the
Company knows to beneficially own more than 5% of the outstanding Common Stock,
each of the Company's directors, the Named Executive Officers (as defined in
"Executive Compensation -- Summary Compensation Table" below), and all
directors and executive officers as a group. The Company believes each such
shareholder has sole voting and dispositive power over the shares held, except
as otherwise indicated.
PERCENTAGE OF
SHARES OF COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED
------------------------ ----------------------
Raymond C. Hemmig 722,537 (1) 7.3%
10000 N. Central Expressway, Suite 1060
Dallas, Texas 75231
Donald H. Neustadt 902,344 (2) 9.1%
1231 Greenway Drive, Suite 800
Irving, Texas 75038
Howard W. Davis 13,500 (3) (9)
Marshall B. Payne 223,840 (4) 2.3%
Edward W. Rose III 1,103,156 (5) 11.1%
500 Crescent Court, Suite 250
Dallas, Texas 75201
Charles Daniel Yost 18,000 (6) (9)
Raymond E. McCarty 176,459 (7) 1.8%
Jay B. Shipowitz 14,724 (8) (9)
Greenbriar Partners, Ltd. 819,982 (10) 8.3%
1901 North Akard
Dallas, Texas 75201
Robert Fleming Inc. 784,875 (11) 7.9%
320 Park Avenue, 11th Floor
New York, NY 10022
Peter H. Kamin 573,300 (12) 5.8%
One Financial Center, Suite 1600
Boston, Massachusetts 02111
Edwin H. Morgens 521,500 (13) 5.2%
10 East 50th Street
New York, New York 10022
All directors and executive officers as a
group (8 persons) 3,174,560 (14) 31.9%
-3-
(1) Includes 11,250 shares Mr. Hemmig holds as custodian for his children,
11,250 shares held for the Hemmig Family Trust and options to purchase
30,612 shares exercisable within 60 days of the date of this Proxy
Statement.
(2) Includes 63,750 shares held by KLN Foundation, a private charitable
foundation of which Mr. Neustadt is one of three officers. Mr. Neustadt
shares voting and dispositive power with the other officers. Mr. Neustadt
disclaims beneficial ownership of the shares held by KLN Foundation. Also
includes options to purchase 1,425 shares exercisable within 60 days of the
date of this Proxy Statement.
(3) Includes options to purchase 6,750 shares exercisable within 60 days of the
date of this Proxy Statement.
(4) Includes 24,120 shares owned by Scout Ventures, a Texas general partnership
of which Mr. Payne is a general partner ("Scout"); Mr. Payne shares voting
and dispositive power over the shares held by Scout with the other partners
of Scout. Also, options to purchase 13,500 shares exercisable within 60
days of the date of this Proxy Statement.
(5) Includes 894,005 shares of Common Stock owned by Mr. Rose and options to
purchase 13,500 shares exercisable within 60 days of the date of this Proxy
Statement. Also includes shares owned by the following persons:
a) Evelyn P. Rose, the wife of Mr. Rose - 115,341 shares
b) Lela Helen Rose Trust, of which Mrs. Rose is trustee - 21,705 shares
c) William E. Rose, the son of Mr. and Mrs. Rose - 21,705 shares
d) Kaiser-Francis Oil Company - 27,675 shares.
e) Ruth Kaiser Nelson - 9,225 shares.
Mr. Rose might be considered to share dispositive power with each of these
persons over the shares of Common Stock owned by that person. Mr. Rose,
however, disclaims beneficial ownership of any of the shares owned by each
of these persons.
(6) Consists of options to purchase 18,000 shares exercisable within 60 days of
the date of this Proxy Statement.
(7) Includes options to purchase 15,389 shares exercisable within 60 days of
the date of this Proxy Statement.
(8) Includes options to purchase 13,724 shares exercisable within 60 days of
the date of this Proxy Statement.
(9) Less than 1%.
(10)Includes 4,500 shares held by Mr. Frederick E. Rowe, Jr., the general
partner of Greenbriar Partners, Ltd. ("Greenbriar"). As general partner,
Mr. Rowe has the power to manage Greenbriar's operations, including the
shared right with Greenbriar to vote and dispose of the 800,482 shares of
Common Stock Greenbriar holds. Mr. Rowe has sole voting and dispositive
power over the 4,500 shares he holds. Also includes an additional 15,000
shares owned by the Rowe Family Partnership, of which Mr. Rowe is a general
partner.
(11)According to a Schedule 13G filed with the Securities and Exchange
Commission on February 23, 1998, Robert Fleming Inc. is a registered
investment adviser with shared voting and dispositive power over these
shares.
(12)Consists of 573,300 shares held by Peak Investment Limited Partnership
("Peak"), Petrus Fund LP ("Petrus") and Pleiades. Mr. Kamin has the
discretionary authority to manage Peak's, Petrus' and Pleiades' operations,
including the shared right with Peak, Petrus or Pleiades, as the case may
be, to vote and dispose of the shares of Common Stock that Peak, Petrus,
and Pleiades hold. Mr. Kamin disclaims beneficial ownership of these
shares.
(13)These shares consist of shares beneficially held by Morgens Waterfall
Vintiadis Investments N.V. ("MWV"), Betje Partners ("Betje"), Phaeton
International, N.V. ("Phaeton"), and Phoenix Partners ("Phoenix"). Betje,
Phaeton, and Phoenix have sole voting and dispositive power over 106,200,
171,225, and 244,075 shares; respectively. Mr. Bruce Waterfall, 610 Fifth
Avenue, New York, New York 10020, could be deemed a beneficial owner of
these shares of Common Stock because of direct and indirect interests he
holds in the Morgens Group.
(14)See Notes (1) through (8).
-4-
DIRECTORS AND EXECUTIVE OFFICERS
BOARD OF DIRECTORS
Six directors are to be elected at the Annual Meeting. Each nominee will
be elected to hold office until the next annual meeting of shareholders or
until his successor is elected and qualified. Proxy holders will not be able
to vote the proxies held by them for more than six persons. To be elected a
director, each nominee must receive a plurality of all of the votes cast at the
Annual Meeting for the election of directors. Should any nominee become unable
or unwilling to accept nomination or election, the proxy holders may vote the
proxies for the election, in his stead, of any other person the Board of
Directors may recommend. Each nominee is currently a director of the Company.
Each nominee has expressed his intention to serve the entire term for which
election is sought.
The Board of Directors' nominees for the office of director are as follows:
YEAR FIRST
AGE BECAME DIRECTOR
--------- ---------------------
Raymond C. Hemmig 48 1988
Donald H. Neustadt 49 1987
Howard W. Davis 53 1995
Marshall B. Payne 41 1987
Edward W. Rose III 57 1987
Charles Daniel Yost 49 1996
DIRECTORS
Raymond C. Hemmig has served as the Chairman of the Board of the Company
since September 1988. From September 1988 to October 1994, Mr. Hemmig also
served as the Company's Chief Executive Officer. Mr. Hemmig serves as a
director of the National Association of Check Cashers and was the founding
President of the Texas Association of Check Cashers, Inc. Since June 1994,
Mr. Hemmig also has served as a director of Restoration Hardware, Inc., a
publicly held retail company. Since December 1995, Mr. Hemmig has served as
the Chairman of the Board and Chief Executive Officer of Retail & Restaurant
Growth Capital L.P., a licensed Small Business Investment Corporation and a
provider of financing to emerging retail and restaurant companies. Since
February 1996, Mr. Hemmig has served as a director of Party City, Inc., a
publicly held retail company. Mr. Hemmig also serves as a director of various
private companies. From 1990 until May 1994, Mr. Hemmig also served as a
director of On The Border Cafes, Inc., a publicly held restaurant chain. From
1985 to September 1988, Mr. Hemmig was a partner and co-founder of
Hemmig & Martin, a consulting firm to clients in the food service, retail, and
franchise industries.
Donald H. Neustadt has served as the President and Chief Executive Officer
of the Company since November 1994 and as a director of the Company since
January 1987. Mr. Neustadt served as the Company's President and Chief
Operating Officer from January 1987 to November 1994. From 1972 to January
1987, Mr. Neustadt served in various capacities with Associates Corporation of
North America ("Associates NA") and its affiliates, including as President of
Associates Financial Express, Inc. ("Associates Financial"), a money order
company; as Senior Vice President and Controller of Associates Diversified
Services, Inc., which owned a consumer credit card bank, a savings and loan and
Associates Financial; as Vice President of Strategic Planning for Associates
NA; and as Controller of Consumer Operations and a systems manager for
Associates Financial Services, a consumer finance company. Mr. Neustadt also
currently serves as a director of a private company.
-5-
Howard W. Davis has served as a director of the Company since February
1995. Since 1993, Mr. Davis has managed his personal investments, served as a
consultant for a number of companies, and worked on a volunteer basis for
several civic and charitable organizations. From 1981 to 1993, Mr. Davis
served as the President and Chief Executive Officer of Dallas-based Tracy
Locke, Inc., a major national advertising and public relations firm.
Marshall B. Payne has served as a director of the Company since 1987.
Since 1983, Mr. Payne has been Vice President of Cardinal Investment Company,
Inc., an investment management firm. He also serves as a director of Leslie
Building Products, Inc., a building products manufacturer, and as a director of
various private companies.
Edward W. Rose III has served as a director of the Company since 1987.
Since 1974, Mr. Rose has been the President and sole shareholder of Cardinal
Investment Company, Inc. In addition, Mr. Rose serves as Chairman of the Board
of Drew Industries, Inc., an aluminum window manufacturer, and of Leslie
Building Products, Inc., a manufacturer and marketer of specialty building
products, and as a director of various private companies.
Charles Daniel Yost has served as a director of the Company since August
1996. In March 1998, Mr. Yost joined Allegiance Telecom, Inc. as President and
Chief Operating Officer. From July 1997 to March 1998, Mr. Yost was President
and Chief Operating Officer of Netcom Online Communications Systems, Inc. From
1994 to 1997, Mr. Yost served as President of the Southwest Region of AT&T
Wireless Services, Inc., a provider of cellular telephone service. From 1991
to June 1994, Mr. Yost served as President of the Southwest Region for McCaw
Cellular Communications/LIN Broadcasting. From 1985 to July 1991, Mr. Yost
served as President/General Manager for MetroCel Cellular Telephone Company.
From 1971 to April 1985, Mr. Yost served in various capacities with Compucon,
Inc. and its affiliates, including as Executive Vice President of the Wireless
Business Division; Vice President and Division Manager of the Satellite
Communications Services; and Business Unit Manager of Danray, Inc., a Compucon
subsidiary. In addition, Mr. Yost serves as a director of Reese Associates,
Inc., a privately held architectural services provider.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF
---
EACH NOMINEE.
COMMITTEES, MEETINGS, AND COMPENSATION OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has an Audit Committee and a
Compensation Committee to assist the Board of Directors in carrying out its
duties.
The Audit Committee's duties include (i) engaging auditors and determining
their compensation; (ii) making recommendations to the Board of Directors for
reviewing the completed audit and audit report with the independent auditors,
the conduct of the audit, significant accounting adjustments, recommendations
for improving internal controls, and all other significant findings during the
audit; (iii) meeting periodically with the Company's management and auditors to
discuss internal accounting and financial controls; and (iv) initiating and
supervising any special investigation it deems necessary regarding the
Company's accounting and financial policies and controls. Messrs. Rose and
Yost are currently the Audit Committee members.
The Compensation Committee's primary functions are to (i) establish and
administer the Company's compensation policies, (ii) administer the Company's
1987 Stock Option Plan and 1997 Stock Option Plan and the Directors Option
Plan, and (iii) oversee the administration of other employee benefit plans and
fringe benefits paid to or provided for the Company's officers. See "Executive
Compensation -- Compensation Committee Report on Executive Compensation."
Messrs. Davis and Payne are the Compensation Committee members.
-6-
In fiscal 1998, the directors attended at least 75% of the meetings of the
Board of Directors and all the meetings of committees of the Board of Directors
of which they are members. During fiscal 1998, the Board of Directors held four
meetings, the Audit Committee held three meetings, and the Compensation
Committee held two meetings.
The Company has no nominating committee. The entire Board of Directors is
responsible for selecting nominees for election as directors.
Each outside director (currently each director other than Messrs. Hemmig
and Neustadt) receives $1,250 per calendar quarter as a retainer, $1,500 for
attendance at each Board of Directors meetings, and $500 for attendance at each
meeting of a committee of the Board of Directors that is not held in
conjunction with a Board of Directors meeting.
Under the Directors Option Plan, (i) each non-employee director elected to
the Board of Directors who has not previously served as a director of the
Company is automatically granted, on the date of his election, an option to
purchase 11,250 shares of Common Stock, and (ii) each non-employee director
serving on December 1 of each year is automatically granted an option on that
date to purchase 5,000 shares of Common Stock. The number of shares subject to
the automatic annual grant from December 1, 1995 through December 1, 1997 was
6,750; on August 17, 1998, the Board of Directors reduced that number to 5,000,
beginning December 1, 1998. The Directors Option Plan requires that the
exercise price of each option must be equal to the closing price of the Common
Stock on The Nasdaq Stock Market on the date the option is granted.
Under the Directors Option Plan, (i) an option to purchase 11,250 shares of
Common Stock at an exercise price of $3.67 per share was granted to Mr. Davis
in March 1995 relating to his election to the Board of Directors; (ii)
Mr. Davis, Mr. Payne, and Mr. Rose each was granted an option to purchase 6,750
shares of Common Stock at an exercise price of $4.11 per share on December 1,
1995; (iii) an option to purchase 11,250 shares of Common Stock at an exercise
price of $5.55 per share was granted to Mr. Yost when he was elected to the
Board of Directors in August 1996; (iv) Mr. Davis, Mr. Payne, Mr. Rose, and Mr.
Yost each was granted an option to purchase 6,750 shares of Common Stock at an
exercise price of $7.00 per share on December 1, 1996; and (v) Mr. Davis, Mr.
Payne, Mr. Rose, and Mr. Yost each was granted an option to purchase 6,750
shares of Common Stock at an exercise price of $12.42 per share on December 1,
1997.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers, and
holders of more than 10% of the Common Stock to file with the Securities and
Exchange Commission ("SEC") reports of ownership and reports of changes in
ownership of Common Stock. SEC regulations require such directors, executive
officers, and greater than 10% shareholders to furnish the Company with copies
of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during fiscal 1998, directors, executive officers, and
greater than 10% shareholders complied with all applicable Section 16(a) filing
requirements.
-7-
EXECUTIVE OFFICERS
NAME POSITION
---- --------
Raymond C. Hemmig Chairman of the Board
Donald H. Neustadt President and Chief Executive Officer
Raymond E. McCarty Senior Vice President - Operations
President - ACE Franchise Group
Jay B. Shipowitz Senior Vice President, Chief Financial Officer,
Secretary and Treasurer
See "-- Directors" above for business experience information concerning
Messrs. Hemmig and Neustadt.
Raymond E. McCarty, age 56, has served as Senior Vice President -
Operations of the Company since 1985. In April 1996, Mr. McCarty was appointed
President of ACE's Franchise Group. From 1982 to 1985, Mr. McCarty served as
Division Vice President of Associates NA and was responsible for organizing
Associates NA's first home improvement loan portfolio acquisition and for
establishing an automobile lending program. From 1963 to 1982, Mr. McCarty
served in various capacities with an affiliate of Barclays American
Corporation, including as an area director for a seven-state region. The Board
of Directors appointed Mr. McCarty, and he serves at its discretion.
Jay B. Shipowitz, age 35, has served as Senior Vice President and Chief
Financial Officer of the Company since May 1997. From July 1996 to May 1997,
Mr. Shipowitz served as Senior Vice President and Chief Financial Officer of
USDATA Corporation, a software company, in Richardson, Texas. From June 1993
to July 1996, Mr. Shipowitz served as Vice President of Finance and
Administration and Chief Financial Officer of Westinghouse Security Systems,
Inc., a residential security company, in Dallas, Texas. From 1987 to 1993,
Mr. Shipowitz worked at Price Waterhouse in Baltimore, Maryland, in various
positions, the last of which was senior manager. From 1985 to 1987, Mr.
Shipowitz worked at KPMG Peat Marwick in Greensboro, North Carolina. The Board
of Directors appointed Mr. Shipowitz, and he serves at its discretion.
-8-
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation paid or accrued for
services rendered to the Company for the last three fiscal years by the Chief
Executive Officer ("CEO") and each of the executive officers of the Company
whose total annual salary and bonus for fiscal 1998 exceeded $100,000
(collectively with the CEO, the "Named Executive Officers"):
Annual Compensation Long-Term Compensation
-------------------------------------------------------------------
Awards Payouts
-------------------------------
Other
Year Annual Restricted Securities LTIP All Other
Ended Compensation Stock Underlying Payouts Compensation
Name and Principal Position June 30, Salary($) Bonus($) ($)(1) Awards (S) Options/SARs(#) ($) ($)
- -----------------------------------------------------------------------------------------------------------------------
Donald H. Neustadt 1998 248,012 166,700 13,654 - 16,458 - -
(President and Chief 1997 229,254 191,360 13,735 - - - -
Executive Officer) 1996 188,569 85,651 13,735 - - - -
Raymond E. McCarty 1998 155,812 83,200 13,812 - 10,618 - -
(Senior Vice President 1997 138,590 92,667 13,584 - 2,600 - -
- -Operation) 1996 119,217 43,320 13,584 - 2,625 - -
Jay B. Shipowitz 1998 150,275 84,900 13,823 - 9,955 - -
(Senior Vice President, 1997 11,538 10,313 1,015 - 27,500 - -
Chief Financial Officer,
Secretary and Treasurer)
- --------------------------------------
(1) Includes a cash car allowance of $9,000 annually.
SENIOR MANAGEMENT BONUS PLAN
The compensation table above includes bonuses paid under the Senior
Management Bonus Plan (the "Bonus Plan") for fiscal 1998. Under the Bonus
Plan, if the Company achieved 89% of a fiscal 1998 net income target
established by the Board of Directors, bonuses would be paid to the Named
Executive Officers and certain other members of management. Partial payments
from the pool would commence if the Company achieved over 89% of its fiscal
1998 pre-tax income target. The total bonus pool would be payable if the
Company achieved 100% of its fiscal 1998 pre-tax income target and would be
increased by 7.7% for each 1% increase over 100% of the fiscal 1998 pre-tax
income target. A total of $408,600 was paid to the Named Executive Officers and
other participating members of management. See "- Compensation Committee Report
on Executive Compensation" below.
-9-
STOCK OPTIONS
The following table provides information on stock option grants to the
Named Executive Officers under the ACE Cash Express, Inc. 1997 Stock Option
Plan (the "1997 Option Plan") during fiscal 1998:
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (2)
- ------------------------------------------------------------------------ -------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTION/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME (#) FISCAL YEAR ($/SH) DATE 5%($)(3) 10%($)(3)
- -------------------- ------------- ------------- ------------ ----------- -------- ---------
Donald H. Neustadt(1) 5,700 2.06 12.42 12/01/07 44,511 112,800
10,758 3.88 11.00 02/06/08 74,422 188,600
Raymond E. McCarty(1) 3,900 1.41 12.42 12/01/07 30,455 77,179
6,718 2.42 11.00 02/06/08 46,474 117,774
Jay B. Shipowitz(1) 3,900 1.41 12.42 12/01/07 30,455 77,179
6,055 2.19 11.00 02/06/08 41,888 106,151
(1) Options become exercisable in four equal annual installments. The
exercise price of each option is equal to the closing price per share
of the Common Stock on The Nasdaq Stock Market on the date the option
was granted. Each option was granted under the 1997 Stock Option Plan.
(2) The values shown in these columns reflect growth rate assumptions the
SEC prescribes. Actual gains, if any, on stock option exercises and
Common Stock holdings are dependent on the Common Stock's future
performance and overall stock market conditions. There can be no
assurance that the amounts reflected in this table will be achieved.
(3) These values represent the difference between the assumed appreciation
in the Common Stock's market value at the date of grant and the
exercise price of the options.
The following table provides information on the stock options/SARs that the
Named Executive Officers held at June 30, 1998:
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
OPTIONS/SARS OPTIONS/SARS AT
AT FY-END (#) FY-END ($)*
SHARES VALUE ------------------- -------------------
ACQUIRED ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE UNEXERCIABLE
- ------------------ ------------ ---------- -------------------- -------------------
Donald H. Neustadt 26,652 361,934 0/16,458 0/94,786
Raymond E. McCarty 11,438 87,349 25,588/14,531 344,323/101,738
Jay B. Shipowitz - - 13,749/37,456 136,390/329,502
- -------------------------------
* Based on the closing price on The Nasdaq Stock Market of the Common
Stock on June 30, 1998 of $17.25 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Howard W. Davis and Marshall B. Payne are, and were during fiscal 1998, the
members of the Compensation Committee. Neither of the members of the
Compensation Committee was during fiscal 1998, or has ever been, an officer or
employee of the Company or any of its subsidiaries.
-10-
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has furnished the following report on the
Company's executive compensation program. The report describes the
Compensation Committee's compensation policies applicable to the Company's
executive officers and provides specific information regarding the CEO's
compensation.
Non-employee members of the Company's Board of Directors review all
decisions the Compensation Committee makes relating to the Company's executive
officers' compensation. The Compensation Committee makes decisions about, and
recommends to the Board of Directors, grants or awards under the Company's 1987
Stock Option Plan (before its expiration in December 1997) and the 1997 Option
Plan.
Compensation Policy. The Compensation Committee's overall policy regarding
compensation of the Company's executive officers is to provide salary levels
and compensation incentives that attract and retain qualified individuals in
key positions, that recognize individual performance and the Company's
performance, and that support the Company's objective of achieving sustained
improvements in its financial condition, operating results, and market
position. The Compensation Committee attempts to implement this policy by
paying the Company's executive officers slightly above average compensation
with an emphasis on performance-related pay. The Company's objective is to pay
its executive officers competitively in base pay and automobile allowances
compared with similarly situated executives at comparable companies, and then
to give the executive an incentive by providing the executive officers the
opportunity to earn significantly higher than average performance based
compensation. The performance-based compensation is made up of awards under
the Bonus Plan and stock options under the Company's effective stock option
plan for key employees (currently the 1997 Option Plan).
In determining executive officer compensation, the Compensation Committee
considers the Company's performance as compared to its budget; each individual
officer's experience level, level of responsibility, and performance as
compared to the budgeted performance goals for such officer; the Company's
growth; and cash flow performance. Individual salaries are reviewed every 9 to
15 months and, based on evaluations of individual performance, are adjusted in
accordance with budgeted compensation guidelines the Board of Directors has
established for all officers.
Base Salaries and Allowances. The Compensation Committee determines the
base pay and allowances for the CEO and reviews the compensation of the
Company's other officers as determined by the CEO. In this determination or
review, as the case may be, as a basis for comparison, the Compensation
Committee attempts to determine the base salaries and allowances of similarly
situated executives in comparable companies. The Compensation Committee
identifies such comparable companies, in its discretion, after considering a
broad range of factors, including levels of revenues, geographic regions of
operations, growth, and industry (e.g., service versus manufacturing). Then
the Compensation Committee determines a base salary and automobile allowance
that is comparable with that which such similarly situated executives at the
comparable companies would be paid.
Performance Pay. The Compensation Committee determines the performance-
based compensation for the CEO and reviews the performance-based compensation
of the Company's other executive officers as determined by the CEO. In this
determination or review, as the case may be, if the Company's executive
officers have performed in accordance with the Compensation Committee's
expectations as described above, the Compensation Committee ensures the CEO and
the other senior executives are provided with above average (as compared to
similarly situated executives at comparable companies) performance-based
bonuses through the Bonus Plan and stock options through the Company's
effective stock option plan for key employees (currently the 1997 Option Plan).
-11-
Senior Management Bonus Plan. The Bonus Plan is an incentive program for
the Named Executive Officers and certain other members of management. The
Bonus Plan's goal is to place a portion of the participants' annual
compensation at risk to encourage and reward performance that meets or exceeds
the Company's expectations. Under the Bonus Plan, at the beginning of the
fiscal year, the Compensation Committee recommends, and the Board of Directors
approves, the current fiscal year plan.
For the Named Executive Officers and certain other members of management to
earn 100% of their targeted bonuses for the current fiscal year, the Company
must achieve a 25% increase in pre-tax earnings for the fiscal year ending June
30, 1999 compared to the fiscal year ended June 30, 1998. The Named Executive
Officers and certain other members of management begin earning their bonuses
when the Company achieves a 15% increase in pre-tax earnings for the fiscal
year ending June 30, 1999 compared to the fiscal year ended June 30, 1998. To
the extent the Company exceeds the targeted increase in pre-tax earnings of
25%, the bonus pool would be increased $27,500 for each 1% increase over the
targeted increase in pre-tax earnings of 25%.
Stock Options. The Compensation Committee grants stock options under the
1997 Option Plan to encourage and facilitate personal stock ownership by
officers and key employees, including the CEO, thus strengthening their
commitment to the Company and encouraging a longer-term perspective to their
responsibilities. This feature of the Company's compensation program directly
links officers' and key employees' interests with those of the Company's
shareholders. The Compensation Committee reviews grants of stock options to
the Company's officers and considers the value and benefit of such options
during its review of such officers' overall compensation packages. The
Compensation Committee's policy is to grant stock option awards based on
individual performance and the potential for the option recipient to contribute
to the Company's future success. Under the 1997 Option Plan, the Compensation
Committee may grant either incentive or non-qualified options, but typically
grants incentive stock options because of the tax advantages to the optionees
resulting from the grant of such options. The Compensation Committee generally
grants options under the 1997 Option Plan that expire in 10 years and become
exercisable in equal installments over a four-year period.
The Compensation Committee believes that such limitations provide those
holding options with incentives to remain in the employment of the Company,
while also providing a performance incentive that can provide direct benefits
within a relatively short period of time.
CEO Compensation. In accordance with the policies described above in this
report, the fiscal 1998 base salary of Mr. Neustadt was established at
$248,012. The Compensation Committee believed that this salary was within the
range of salaries paid to chief executive officers of comparable companies in
October 1997, when it was established. This salary, which constituted an
increase of approximately 10% of the salary that had been set for Mr. Neustadt
in fiscal 1997, reflected the Committee's assessment of Mr. Neustadt's past
performance and anticipated future contributions to the Company. Mr. Neustadt
has overseen the Company's operations since November 1994, and has served a key
role in the expansion of the various kinds of business that the Company
conducts and in its growth strategy, including major acquisitions. He is
thoroughly familiar with the consumer or retail financial services industry and
would (the Compensation Committee believed) continue to lead the Company's
growth and success. In accordance with the terms of the Bonus Plan, Mr.
Neustadt received a bonus of $166,700 in fiscal 1998. Mr. Neustadt was also
granted options under the 1997 Option Plan to acquire 16,458 shares of Common
Stock. See "- Stock Options" above.
The Compensation Committee of the Board of Directors
Howard W. Davis
Marshall B. Payne
-12-
CHANGE-IN-CONTROL SEVERANCE AGREEMENTS
The Compensation Committee and the Board of Directors of the Company
recognized that, as is the case with most publicly held companies, the
possibility of a change in control exists. To help assure continuity of
experienced and qualified management of the Company, the Compensation Committee
recommended, and the Board of Directors authorized and approved, a Change-in-
Control Executive Severance Agreement ("Severance Agreement") with each of Mr.
Neustadt, Mr. McCarty, and Mr. Shipowitz (each an "Executive"). All of the
Severance Agreements, the terms of which are substantially identical, were
entered into on August 20, 1998.
Each Severance Agreement obligates the Company to provide severance
benefits to the Executive if his employment with the Company and its
subsidiaries is terminated, within 24 months after a Change in Control, either
(i) by the Company for any reason other than Cause or the Executive's
disability or (ii) by the Executive for Good Reason. "Change in Control," as
defined in the Severance Agreement, includes (a) the acquisition (other than
from the Company) of 25% or more of the outstanding voting securities of the
Company by any person or group of persons, (b) a change in the Board of
Directors such that the persons who were directors at the beginning of any two-
year period (and any new director whose election was approved by at least two-
thirds of the directors who either were directors at the beginning of the
period or whose election was so approved) cease to constitute a majority of the
Board of Directors, or (c) a reorganization, merger, or consolidation of the
Company, or the shareholders' approval of the sale or substantially all the
assets of the Company, other than in certain circumstances described in the
Severance Agreement. "Cause," as defined in the Severance Agreement, includes
the Executive's continued failure to perform his duties after notice from the
Board of Directors or his engaging in conduct that materially injures the
Company. "Good Reason," as defined in the Severance Agreement, includes a
material reduction of the Executive's compensation or benefits; a material
reduction in the Executive's position, authority, or responsibilities; a
forced relocation of the Executive's office by more than 50 miles; or the
failure of any successor to the Company to expressly assume the Company's
obligations under the Severance Agreement.
The severance benefits under the Severance Agreement are (i) a payment
equal to two and one-half times the sum of the Executive's base salary, annual
bonus, and car allowance, (ii) the accelerated vesting of outstanding stock
options, and (iii) the continuation of insurance benefits for 30 months after
termination of employment. The payment is to be made in two equal
installments, the first promptly after the termination of employment, and the
second on the first anniversary of the termination of employment; the second
installment is subject to offset by the Company if the Executive violates the
noncompetition covenant or the nondisclosure covenant in the Severance
Agreement. The severance benefits are limited to the amount that may be paid
or provided to the Executive without making an "excess parachute payment" under
federal tax laws.
The Company is obligated to pay the Executive's legal fees and other
expenses incurred in connection with any good-faith enforcement or defense of
his rights under the Severance Agreement.
Each Severance Agreement will be effective until (i) any termination of the
Executive's employment before a Change-in-Control or (ii) June 30, 1999 or any
subsequent year if the Company or the Executive gives at least six months'
notice of termination.
-13-
STOCK PERFORMANCE CHART
The following chart compares the return on the Common Stock with the NASDAQ
Market Index and a financial services peer group (consisting of Cash America
International, Inc.; EZ Corp, Inc.; First Cash, Inc.; H&R Block, Inc.; Mercury
Finance Company; and World Acceptance Corp.) for the period from June 30, 1993
through June 30, 1998. The comparison assumes that $100 was invested on June
30, 1993, and assumes reinvestment of dividends and distributions.
[PERFORMANCE GRAPH APPEARS HERE]
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET
- -----------------------------FISCAL YEAR ENDING--------------------------------
COMPANY 1993 1994 1995 1996 1997 1998
ACE CASH EXPRESS INC 100.00 100.00 114.06 184.38 234.26 484.67
PEER GROUP 100.00 108.54 120.72 106.83 79.43 97.23
BROAD MARKET 100.00 109.66 128.61 161.89 195.02 258.52
THE PEER GROUP CHOSEN WAS:
Customer Selected Stock List
THE BROAD MARKET INDEX CHOSEN WAS:
NASDAQ MARKET INDEX
THE PEER GROUP IS MADE UP OF THE FOLLOWING SECURITIES:
CASH AMERICA INTERNATIONAL, INC.
EZ CORP, INC.
FIRST CASH, INC.
H&R BLOCK, INC.
MERCURY FINANCE COMPANY
WORLD ACCEPTANCE CORP.
PROPOSAL TO AMEND
ACE CASH EXPRESS, INC. NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN
BACKGROUND AND SUMMARY OF TERMS
In 1995, the Board of Directors adopted, and the shareholders approved, the
Directors Option Plan. The Directors Option Plan provides for the grant of non-
qualified stock options (as defined by the Internal Revenue Code of 1986, as
amended) to directors who are not employees of the Company. A total of 60,000
shares of Common Stock were available for issuance upon exercise of options
granted under the Directors Option Plan when it was adopted. As the result of
the 50% stock dividend (in the form of a three-for-two stock split) paid to the
Company's shareholders of record on each of November 15, 1996 and November 30,
1997, a total of 135,000 shares of Common Stock are now available for issuance
upon exercise of options granted under the Directors Option Plan. As described
above under "Directors and Executive Officers - Committees, Meeting, and
Compensation of Members of the Board of Directors," options to acquire a total
of 96,750 shares of Common Stock have been granted to non-employee directors of
the Company. At the Annual Meeting, shareholders of the Company are being
asked to approve an amendment to increase the number of shares of Common Stock
that may be issued upon exercise of options granted under the Directors Option
Plan from 135,000 to 260,000 shares, subject to adjustment to reflect any stock
dividends, stock split, share combination, recapitalization, or the like of or
by the Company.
-14-
The Directors Option Plan is intended to provide non-employee directors
with a proprietary interest in the Company to increase the interest of those
directors in the Company's welfare, to furnish an incentive to those directors
to continue their services to the Company, and to attract able persons to serve
on the Board of Directors.
The Directors Option Plan currently provides for the grant of (i) an option
to purchase 5,000 shares of Common Stock to each non-employee director on
December 1 of each year ("Annual Option"), and (ii) an option to purchase
11,250 shares of Common Stock to each non-employee director elected to the
Board of Directors who has not previously served as a director of the Company
on the date of his or her election to the Board of Directors ("Initial
Option"). On August 17, 1998, the Board of Directors amended the Directors
Option Plan to reduce the number of shares subject to an Annual Option from
6,750 to 5,000 beginning December 1, 1998. Any non-employee director may elect
not to receive an option grant by giving written notice to the Company in the
manner specified in the Directors Option Plan.
Each Initial Option vests fully on the date of grant. Each Annual Option
vests in three equal annual installments, beginning on the first anniversary of
the date on which the option is granted. Options under the Directors Option
Plan may not be transferred other than by will or by the laws of descent and
distribution. If a non-employee director dies before the termination of his
option without having fully exercised the option, the option may be exercised,
to the extent the deceased non-employee director could have exercised it on the
date of his death, by his estate or the person who acquired the right to
exercise the option by bequest or inheritance, provided that the option is
exercised before the date of the option's expiration or six months from the
date of the non-employee director's death, whichever occurs first.
The Directors Option Plan requires that the exercise price for each stock
option be equal to the closing price of a share of Common Stock on The Nasdaq
Stock Market on the date the option is granted. Full payment for shares
purchased upon exercise of an option must be made at the time of exercise. No
shares may be issued until full payment is made.
Generally, an option holder will not recognize income for federal income
tax purposes upon the grant of an option. On exercise of an option, however,
the option holder will recognize ordinary income in an amount equal to the
excess of the fair market value of the shares on the date of exercise over the
option price of those shares, and the Company will be allowed a federal income
tax deduction equal to the amount of ordinary income recognized by the option
holder when recognized.
The Directors Option Plan is administered by the Compensation Committee of
the Board of Directors. Unless sooner terminated by action of the Board of
Directors, the Directors Option Plan will terminate in March 2005.
The Directors Option Plan contains antidilution provisions applicable in
the event of an increase or decrease in number of outstanding shares of Common
Stock. The Board of Directors may at any time amend or discontinue the
Directors Option Plan, except that, without approval of the shareholders of the
Company, it may not (i) materially increase the benefits accruing to
participants, (ii) materially increase the number of shares of Common Stock
that may be issued upon exercise of options granted, or (iii) materially modify
the requirements for eligibility for participation. The Directors Option Plan
may not be amended more than once every six months.
REQUIRED VOTE
The favorable vote of the holders of a majority of the outstanding shares
of Common Stock present and entitled to vote at the Annual Meeting, in person
or by proxy, is required to approve the proposed amendment to the Directors
Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL TO
---
AMEND THE DIRECTORS OPTION PLAN.
-15-
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP served as the independent auditors of the Company for
fiscal 1998 and has been selected by the Board of Directors as the independent
auditors of the Company for the current fiscal year. One or more
representatives of Arthur Andersen LLP are expected to attend the Annual
Meeting, at which they will have an opportunity to make a statement and will
respond to appropriate questions from shareholders.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
An eligible shareholder who wishes to submit a proposal to be included in
the Company's proxy materials for the 1999 Annual Meeting of Shareholders must
submit it, in accordance with the SEC's Rule 14a-8, so that it is received by
the Company's Secretary, at the Company's principal executive offices, on or
before June 21, 1999.
A shareholder who wishes to make a proposal at the 1999 Annual Meeting of
Shareholders without complying with the requirements of Rule 14a-8 (and
therefore without including the proposal in the Company's proxy materials) must
notify the Company's Secretary, at the Company's principal executive offices,
of that proposal by September 4, 1999. If a shareholder fails to timely give
that notice, then the persons named as proxies in the proxy cards solicited by
the Company's Board of Directors for that meeting will be entitled to vote the
proxy cards held by them regarding that proposal, if properly raised at the
meeting, in their discretion or as directed by the Company's management.
MISCELLANEOUS
All information contained in this Proxy Statement relating to the
occupations, affiliations, and securities holdings of directors and executive
officers of the Company and their relationship and transactions with the
Company is based upon information received from the individual directors and
executive officers. All information relating to any beneficial owner of more
than 5% of the Common Stock is based upon information contained in reports
filed by such owner with the SEC.
THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM
10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, FOR THE FISCAL
YEAR ENDED JUNE 30, 1998 FILED WITH THE SEC PURSUANT TO SECTION 13 OR 15(D) OF
THE EXCHANGE ACT TO ANY SHAREHOLDER (INCLUDING ANY BENEFICIAL OWNER) UPON
WRITTEN REQUEST TO INVESTOR RELATIONS/CORPORATE COMMUNICATIONS, 1231 GREENWAY
DRIVE, SUITE 800, IRVING, TEXAS 75038. A COPY OF THE EXHIBITS TO SUCH REPORT
WILL BE FURNISHED TO ANY SHAREHOLDER UPON WRITTEN REQUEST THEREFOR AND PAYMENT
OF A NOMINAL FEE.
By order of the Board of Directors,
Jay B. Shipowitz
Secretary
Irving, Texas
October 19, 1998
-16-
ACE CASH EXPRESS, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- NOVEMBER 16, 1998
I (i) acknowledge receipt of the Notice of Annual Meeting of Shareholders
of Ace Cash Express, Inc., a Texas corporation (the "Company"), to be held on
Monday, November 16, 1998, at 10:00 a.m., Dallas time, at the Four Seasons
Hotel, 4150 North MacArthur Blvd., Irving, Texas 75038, and the Proxy Statement
in connection therewith; and (ii) appoint Raymond C. Hemmig and Donald H.
Neustadt, and each of them, my proxies with full power of substitution, for and
in my name, place and stead, to vote upon and act with respect to all of the
shares of Common Stock of the Company standing in my name, or with respect to
which I am entitled to vote and act, at the meeting and at any adjournment
thereof, and I direct that this proxy be voted as indicated on the other side.
I hereby revoke any proxy or proxies heretofore given to vote upon or act
with respect to such stock and hereby ratify and confirm all that the proxies,
their substitutes, or any of them, may lawfully do by virtue hereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.
IMPORTANT: SIGN AND DATE ON OTHER SIDE
THIS PROXY WILL BE VOTED AS INDICATED BELOW. UNLESS OTHERWISE INDICATED, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES IN ITEM 1 AND FOR THE PROPOSAL IN ITEM 2.
--- ---
THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES NAMED HEREIN (OR
EITHER OF THEM) REGARDING ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
MEETING.
1. Election of Directors
[ ] FOR all nominees listed below (except as marked to the contrary below):
Nominees: Raymond C. Hemmig, Donald H. Neustadt,
Howard W. Davis, Marshall B. Payne,
Edward W. Rose III, and Charles Daniel Yost
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
____________________________________________________________________
2. The proposal to increase the number of shares of Common Stock authorized for
issuance under the Company's Non-Employee Directors Stock Option Plan from
135,000 shares to 260,000 shares.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In the discretion of the proxies, on any other matter that may properly come
before the meeting or any adjournment thereof.
Date: ________________________, 1998
___________________________________
Signature of Shareholder
___________________________________
Printed Name of Shareholder
___________________________________
Title, if applicable
Please date this proxy and sign your
name exactly as it appears hereon.
Where there is more than one owner,
each should sign. When signing as
an attorney, administrator,
executor, guardian or trustee,
please add your title as such. If
executed by a corporation, a duly
authorized officer should sign the
proxy.
EACH JOINT TENANT
-----------------
SHOULD SIGN.
-----------
PLEASE MARK, SIGN,
DATE AND RETURN YOUR
PROXY PROMPTLY IN
THE ENCLOSED
ENVELOPE. NO POSTAGE
IS REQUIRED.
Votes must be indicated (x) in Black or Blue ink