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 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 Rule 14a-11(c) or Rule 14a-12
(Name of Registrant as Specified In Its Charter)
UNITED FINANCIAL MORTGAGE CORP.
___________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
(2) Aggregate numer of securities to which transactions applies:
___________________________________________________________________________
(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):
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
(5) Total Fee Paid
___________________________________________________________________________
[ ] 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:
___________________________________________________________________________
(2) Form, Schedule or Registration Statement No:
___________________________________________________________________________
(3) Filing Party:
___________________________________________________________________________
(4) Date Filed:
___________________________________________________________________________
UNITED FINANCIAL MORTAGE CORP.
600 Enterprise Drive
Suite 206
Oak Brook, Illinois 60523
August 1, 2002
Dear Stockholder:
Our Annual Meeting will be held on Tuesday, August 20, 2002, at
2:00 P.M., Central Daylight Savings Time, at the Renaissance Hotel, 2100
Spring Road, Oak Brook, Illinois 60523.
The formal Notice of Annual Meeting of Stockholders and Proxy
Statement accompanying this letter describe the business requiring action at
the meeting. A presentation by Steve Khoshabe, Executive Vice President of
the Company, and the undersigned will provide information on the business
and progress of our Company during fiscal 2002 and our directors and
officers will be available to answer your questions.
We appreciate the interest of our stockholders in United Financial
Mortgage Corp. and are pleased that in the past so many of you have
exercised your right to vote your shares. We hope that you continue to do
so.
Whether or not you plan to attend, please mark, sign, date and
mail the accompanying proxy card as soon as possible. The enclosed envelope
requires no postage if mailed in the United States. If you attend the
meeting, you may revoke your proxy and vote personally.
Cordially,
Joseph Khoshabe
President and Chairman of the Board
UNITED FINANCIAL MORTAGE CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held August 20, 2002
To the Stockholders of
UNITED FINANCIAL MORTGAGE CORP.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
United Financial Mortgage Corp. (the "Company") will be held Tuesday, August
20, 2002, at 2:00 p.m., Central Daylight Savings Time, at the Renaissance
Oak Brook Hotel, 2100 Spring Road, Oak Brook, Illinois 60523 for the
following purposes:
1. To elect five (5) directors;
2. To ratify the appointment of Crowe, Chizek and Company L.L.P.
as independent auditors for the fiscal year ending April 30,
2003; and
3. To transact such other business as may properly come before
the meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on July 26,
2002 as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, you are
urged to mark, date and sign the enclosed proxy and return it promptly so
your vote can be recorded. If you are present at the meeting, you may revoke
your proxy and vote in person.
Date: August 1, 2002
By Order of the Board of Directors
/s/ Robert S. Luce
Robert S. Luce
Secretary
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, DATE, SIGN AND PROMPLY RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON.
UNITED FINANCIAL MORTGAGE CORP.
600 Enterprise Drive, Suite 206
Oak Brook, Illinois 60523
PROXY STATEMENT
GENERAL INFORMATION
Use of Proxies
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of United Financial Mortgage Corp. (the "Company")
of proxies to be voted at the Annual Meeting of Stockholders to be held on
Tuesday, August 20, 2002, in accordance with the foregoing notice. This
Proxy Statement and accompanying proxy are being mailed to stockholders on
or about August 1, 2002.
Any proxy may be revoked by the person giving it at any time before it
is voted by delivering to the Secretary of the Company a written notice of
revocation or a duly executed proxy bearing a later date. Shares represented
by a proxy, properly executed and returned to the Company and not revoked,
will be voted at the Annual Meeting.
Shares will be voted in accordance with the directions of the
stockholder as specified on the proxy. In the absence of directions, the
proxy will be voted FOR the election of the directors named as the nominees
in this Proxy Statement and FOR the ratification of the appointment of
Crowe, Chizek and Company LLP as the Company's independent auditors for the
fiscal year ending April 30, 2003. Any other matters that may properly come
before the meeting will be acted upon by the persons named in the
accompanying proxy in accordance with their discretion.
Record Date and Voting Securities
The close of business on July 26, 2002 has been fixed as the record
date (the "Record Date") for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting and any adjournment thereof. As
of the Record Date, the Company had 4,095,029 shares of Common Stock
outstanding and entitled to vote. Each share of Common Stock is entitled to
one vote, exercisable in person or by proxy. There are no other outstanding
securities of the Company entitled to vote, and there are no cumulative
voting rights with respect to the election of directors.
The presence, in person or by proxy, of a majority of the outstanding
shares of the Common Stock of the company is necessary to constitute a
quorum at the Annual Meeting. The Company's transfer agent tabulates the
votes. Abstentions and broker non-votes are included in the number of shares
present and voting for the purpose of determining if a quorum is present.
Abstentions also are included in the tabulation of votes cast on proposals
presented to the stockholders, but broker non-votes are not.
Expenses of Solicitation
All expenses of the solicitation of proxies will be paid by the
Company. Officers, directors and employees of the Company also may solicit
proxies by telephone, facsimile or in person.
PRINCIPAL HOLDERS OF SECURITIES
The following table shows: (i) each person who is known to be the
beneficial owner as of April 30, 2002 of more than 5% of the Company's
Common Stock and (ii) with respect to each of the directors and nominees for
director of the Company, the executive officers named in the Summary
Compensation Table, and all directors and executive officers as a group, in
number, (a) the total number of shares of Common Stock beneficially owned as
of April 30, 2002 and (b) the percent of Common Stock so owned as of the
same date.
Amount & Percent
Nature of of
Beneficial Common
Name of Beneficial Owner Ownership(1)(4) Stock
------------------------ --------------- -----
Joseph Khoshabe (2) (5) 2,531,842(2) 61.8%
Steve Khoshabe 11,700 *
John A. Clark(3) 50,000 1.2%
Robert S. Luce(3) 1,100 *
Laurence B. Woznicki 384,870 9.3%
All directors and executive
officers as a group (6 persons) 2,594,642 63.36%
_____________________
* Less than 1%
(1) Calculated pursuant to Rule 13d-3(d) under the Securities Exchange Act
of 1934. Unless otherwise stated in these notes, each person has sole
voting and investment power with respect to all such shares. Under Rule
13d-3(d), shares not outstanding which are subject to options
exercisable within sixty days are deemed outstanding for the purpose of
computing the number and percentage owned by such person, but are not
deemed outstanding for the purpose of computing the percentage owned by
each other person listed. Includes shares which the listed beneficial
owner has a right to acquire within sixty days as follows: None. All
directors and executive officers as a group six (6) persons hold
2,594,642 shares.
(2) Held by the Joseph Khoshabe Trust under Trust Agreement, dated
September 22, 1995 (the "J. K. Trust").
(3) Held Beneficially.
(4) The computations exclude 80,000 shares relating to an Underwriter's
Warrant and 220,500 shares subject to option under the Company's Stock
Option Plan.
(5) The J. K. Trust is the principal shareholder of the Company. Mr.
Khoshabe originally purchased the shares and then had them registered
in the name of the J. K. Trust for estate planning purposes. Mr.
Khoshabe as the trustee of the J.K. Trust is the beneficial owner of
2,531,842 shares of the Common Stock of the Company.
- 2 -
ITEM 1: ELECTION OF DIRECTORS
The nominees each were elected as directors at the Company's 2001
Annual Meeting of Shareholders. The terms of the directors will expire at
the 2002 Annual Meeting. No person, other than the directors of the Company
acting solely in that capacity, is responsible for the naming of the
nominees.
Information as to each nominee follows. Unless otherwise indicated,
each nominee has served for at least 5 years in the business position
currently or most recently held.
NOMINEES FOR DIRECTORS
Joseph Khoshabe - Director since 1986, Age 57
Common Shares: Beneficially owned 2,531,842
Joseph Khoshabe has been President and Chief Executive Officer of the
Company since its formation in 1986. Mr. Khoshabe is responsible for the
day-to-day administration of all operating activities at the Company,
including supervision of all loan origination activities; personnel
management and financial matters affecting the Company. Prior to formation
of the Company, Mr. Khoshabe was an executive with the Cracker Jack Division
of Borden, Inc., where he was employed for approximately 17 years. Mr.
Khoshabe holds a Bachelor of Arts Degree in Business
Administration/Economics from Governors State University and a Bachelor of
Science/Accounting from Tehran University.
John A. Clark - Director since July 19, 1998, Age 54
Member: Audit Committee and Stock Plans Committee
Common Shares: Beneficially owned 50,000
John A. Clark retired as President and Chief Executive Officer of a
Chicago area-banking group with $1.2 billion in assets in April of 1997.
Mr. Clark has a B. S. degree from the University of Wisconsin at Stevens
Point, Wisconsin.
Robert S. Luce - Director since July 19, 1998, Age 55
Member: Audit Committee and Stock Plans Committee
Common Shares: Beneficially owned 1,100
Robert S. Luce is an attorney who has been practicing financial
services law for 30 years. Mr. Luce did his undergraduate work at the
University of Illinois and received his law degree from Loyola University
School of Law (Chicago) in 1972. Mr. Luce was an attorney with the United
States Securities and Exchange Commission from 1972 to 1976. Mr. Luce was an
adjunct professor of law at Loyola University of Law (Chicago) in the area
of securities regulations from 1972 to 1980. Mr. Luce has served as
corporate counsel to Fortune 500 companies and has been a partner in two
Chicago area law firms. Mr. Luce started his own law firm in 1989 and
continues in that capacity.
- 3 -
Elliot R. Jacobs - Director nominee, Age 57
Common Shares: None Beneficially owned
Elliot R. Jacobs is a professional in the mortgage banking industry.
Mr. Jacobs is a frequent speaker and contributing author on topics for the
Mortgage Bankers Association of America. Mr. Jacobs has been a director of
the mortgage banking strategies group of First Fidelity Capital Markets,
Inc. of Boca Raton, Florida since 1998. During the period from 1993 to 1998,
Mr. Jacobs was the director of the Mergers and Acquisitions group of
CoreStates Capital Markets, a division of CoreStates Bank of Fort
Lauderdale, Florida. Mr. Jacobs earned a B. S. in Accounting and an MBA in
Management Information Systems, with honors, from the American University.
James R. Zuhlke - Director nominee, Age 56
Member: Audit Committee (Chairman)
Common Shares - None beneficially owned
James R. Zuhlke has over 22 years of experience as an insurance
executive. During that time, Mr. Zuhlke started and managed seven different
insurance companies, including both domestic and overseas captives. Mr.
Zuhlke was founder, President and Chairman of the Board of Intercargo
Corporation, which became publicly traded in 1988.
Mr. Zuhlke currently is the President of Kingsway America, Inc.; a
holding company for six (6) operating subsidiaries of the Kingsway Financial
Services Group, which Mr. Zuhlke assisted in becoming a public company in
1995.
Mr. Zuhlke received his BBA from the University of Wisconsin in 1968
and also received his law degree (JD) from the University of Wisconsin in
1971.
Board of Directors
The Company's Board of Directors has the responsibility to review the
overall operations of the Company. The Board members are kept informed of
the Company's results of operations and proposed plans and business
objectives by the Company's management. During 2001, the Board of Directors
met six times. All of the directors attended at least 75% of those meetings
and meetings of the committees on which they served. Included among the
committees of the Board are standing Audit Committee and the Stock Plans
Committee.
Audit Committee
The Audit Committee of the Board of Directors is composed of 3
directors, none of whom is an employee of the Company. The Committee is
governed by a charter approved by the Board of Directors. In accordance with
its Charter, the Committee assists the Board in carrying out its
responsibilities for monitoring management's accounting for the Company's
financial results and for the timeliness and adequacy of the reporting of
those results; discusses and makes inquiry into the audits of the Company's
books made internally and by outside independent auditors, the Company's
financial and accounting policies, its internal controls and its financial
- 4 -
reporting; and investigates and makes a recommendation to the Board each
year with respect to the appointment of independent auditors for the
following year. Current members of the Committee are John A. Clark, Robert
S. Luce and Mr. James R. Zuhlke (Chairman) who was appointed to the
committee at the June 12, 2002 Board of Directors meeting. Each of the
members meet the independence and experience requirements of the Chicago
Stock Exchange. The Audit Committee met four times in 2001.
Notwithstanding anything to the contrary set forth in any of the
Company's filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934 that might incorporate filings, including this Proxy
Statement, in whole or in part, the following report shall not be
incorporated by reference into any such filings.
Report of the Audit Committee
In discharging its oversight responsibility as to the audit process,
the Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company
that might bear on the auditors' independence consistent with Independence
Standards Board Standard No. 1 "Independence Discussions with Audit
Committees" and discussed with the auditors any relationships that may
impact their objectivity and independence. The Committee discussed and
reviewed with the independent auditors all communications required by
generally accepted auditing standards, including those described in
Statement on Auditing Standards No. 61, as amended, "Communication with
Audit Committees". The Committee reviewed and discussed the audited
consolidated financial statements of the Company as of and for the fiscal
year ended April 30, 2002, with management and the independent auditors.
Management of the Company is responsible for the preparation,
presentation and integrity of the Company's financial statements, the
Company's accounting and financial reporting principles, and internal
controls designed to assure compliance with accounting standards and
applicable laws and regulations. The independent auditors are responsible
for auditing the Company's financial statements and expressing an opinion as
to their conformity with accounting principles generally accepted in the
United States. Management has represented to the Committee that the
Company's financial statements were prepared in accordance with generally
accepted accounting principles. It is not the duty of the Committee to plan
or conduct audits or to determine that the Company's financial statements
are complete and accurate and in accordance with generally accepted
accounting principles.
Based on the above-mentioned review and discussions with management and
the independent auditors, the Committee recommended to the Board that the
Company's audited consolidated financial statements be included in its
Annual Report on Form 10-KSB for the fiscal year ended April 30, 2002, for
filing with the Securities and Exchange Commission.
Audit Committee
John A. Clark
Robert S. Luce
James R. Zuhlke (Chairman)
A copy of the Audit Committee Charter is attached hereto as Appendix B.
- 5 -
Stock Plans Committee
The Stock Plans Committee periodically reviews Management requests for
grants of stock options and reviews plan administration matters. The
Committee members are John A. Clark and Robert S. Luce.
- 6 -
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual
Name and Compensation
Principal Position Year Salary Bonus (1)(2)(3)
-------------------------- ---- -------- -------- ------------
Joseph Khoshabe, President 2002 $250,500 $130,000 $10,354
2001 $250,000 $157,000 $10,354
2000 $250,000 -0- $10,354
1999 $244,166 $ 47,561 $11,565
1998 $180,000 -0- $ 3,161
Steve Y. Khoshabe, Executive
Vice President 2002 $140,000 $120,000 $ 3,739
2001 $140,000 -0- $ 3,739
2000 $ 90,000 -0- $ 3,739
1999 $ 86,500 -0- $ 3,475
1998 $ 50,063 -0- $ 2,210
___________________________________
(1) Includes: $10,354 for annual health insurance premiums for Mr. Joseph
Khoshabe and his dependents.
(2) Does not include a $25,000 annual car allowance payable to Mr. Joseph
Khoshabe.
(3) Does not include a $12,000 annual car allowance payable to Steve
Khoshabe.
STOCK OPTION PLAN
On December 19, 1993, the Company adopted a Non-qualified and Incentive
Stock Option Plan ("Plan") which provides for the grant of non-qualified
stock options and incentive stock options. 500,000 shares of Common Stock
have been reserved for issuance under the Plan. Non-qualified stock options
for 220,500 shares have been granted to 24 employees at an average weighted
exercise price of $5.03 per share. Mr. Steve Khoshabe, the Executive Vice
President of the Company was granted stock options for 90,000 shares with an
average weighted exercise price of $5.38. Each of the nominee directors was
granted a stock option for 5,000 shares at an option exercise price of $1.10
per share during fiscal 2002.
- 7 -
EMPLOYMENT AGREEMENT FOR JOSEPH KHOSHABE
The Company entered into an Employment Agreement with Mr. Joseph
Khoshabe to retain his services to the Company as President and Chief
Executive Officer. The Employment Agreement contains the following
important terms:
Term: Five (5) Years (1)
Annual Salary: $250,000
Annual Increases: 10%
Health Insurance for
Mr. Khoshabe and his family: Actual Cost (2)
Car Allowance: Actual Cost (2)
Long Term Disability Insurance: Actual Cost (2)
Incentive Compensation: Additional compensation
in the amount of ten percent
(10%) of any increase in the
Company's net income before income
taxes as compared to the preceding
fiscal year.
_______________________________________
(1) Commencing from May 26, 1998.
(2) These items may increase in the future subject to premium costs.
The Employment Agreement may be terminated by the Board of Directors
only by Unanimous vote and Mr. Khoshabe will be a member of the Board of
Directors after election of directors at the 2002 Annual Meeting.
The Company's regular terms of office for the directors expire at the
2003 Annual Meetings of Stockholders. Five persons are to be elected at the
meeting to hold office as directors for a term of one (1) year and until
their respective successors are elected and qualified.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has entered into a compensation agreement with Fidelity
Capital Markets, Inc. ("Fidelity") of which Mr. Elliot Jacobs is a
principal. The Agreement provides for Fidelity to receive as compensation
ten percent (10%) of net revenues earned by any mortgage banking or other
opportunity introduced by Fidelity to the Company. It is contemplated that
Fidelity's services may include locating and analyzing mortgage banking
transactions that may have potential interest to the Company and its present
or future business operations; the presentation of this analysis to senior
management of the Company for their review and consideration; negotiation
and liaison between the Company and prospective business candidates and the
provision of consulting services to the Company about issues that arise
during the course of contract negotiations; closing matters and operational
advice after the consummation of a transaction.
As of the date hereof, the Company has entered into one (1) mortgage
banking transaction with a person introduced to the Company by Fidelity.
- 8 -
Management and Fidelity both believe that the compensation arrangement
is competitive in the marketplace and fair to the Company.
ITEM 2 - RATIFICATION OF THE APPOINTMENT OF
CROWE, CHIZEK AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING APRIL 30, 2003
The Audit Committee has considered the qualifications of Crowe, Chizek
and Company, LLP ("Crowe, Chizek") and recommended that the Board of
Directors appoint them as independent auditors of the Company for the fiscal
year ending April 30, 2003. The Board of Directors desires to obtain
stockholders' ratification of the Board's action in such appointment. A
resolution ratifying the appointment will be offered at the meeting. If the
resolution is not adopted, the adverse vote will be considered as a
direction to the Board to select other auditors for the following year.
Because of the difficulty and expense of making any substitution of auditors
so long after the beginning of the current year, it is contemplated that the
appointment for the year 2003 will stand unless the Board finds other good
reason for making a change.
Fees paid to Crowe, Chizek for professional services rendered to the
Company during 2002 were as follows: Audit fees and all other fees,
including audit related services of $30,000 and other non-audit related
services of $10,000. Other non-audit related services include tax return
preparation and consultation. No services were performed or fees incurred in
connection with financial information systems design and implementation
projects during 2002. The Audit Committee considered the effects that the
provision of non-audit services may have on the Company's independent
auditors' independence.
A representative of Crowe, Chizek will be present at the Annual Meeting
to respond to appropriate questions and to make a statement if the
representative so desires.
Ratification requires the affirmative vote by holders of at least a
majority of outstanding shares voting at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
IN FAVOR OF RATIFICATION OF THE APPOINTMENT OF
CROWE, CHIZEK AS THE COMPANY'S
INDEPENDENT AUDITORS FOR 2003
- 9 -
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file certain reports
regarding ownership of, and transactions in, the Company's securities with
the Securities and Exchange Commission. Such officers, directors and 10%
stockholders also are required by Securities and Exchange Commission rules
to furnish the Company with copies of all Section 16(a) forms that they
file. Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons, the Company
believes that for the year ended April 30, 2002, all reporting persons
complied with Section 16(a) filing requirements.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of the Company which are intended to be
presented by such stockholders at the Company's 2003 Annual Meeting of
Stockholders must be received by the Company no later than February 1, 2003
to be included in the proxy statement and form of proxy relating to that
meeting.
OTHER MATTERS
Officers and other employees of the Company and its subsidiaries may
solicit proxies by personal interview, telephone and telegram, in addition
to the use of the mails. None of these individuals will receive special
compensation for these services which will be performed in addition to their
regular duties, and some of them may not necessarily solicit proxies. The
Company also has made arrangements with brokerage firms, banks, nominees and
other fiduciaries to forward proxy solicitation materials for shares held of
record by them to the beneficial owners of such shares. The Company will
reimburse them for reasonable out-of-pocket expenses. Corporate Stock
Transfer, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado
80209 will assist in the distribution of proxy solicitation materials, for a
fee estimated at $3,000.00 plus out-of-pocket expenses. The Company will
pay the cost of proxy solicitation.
APPENDIX A
The Summary of Selected Financial Data; Management's Discussion and
Analysis of Financial Condition and Results of Operations; the Financial
Statements, including: Statements of Operations, Statements of Financial
Position, Statement of Shareholders' Equity, and Statements of Cash Flows;
Notes to Consolidated Financial Statements; and Independent Auditor's Report
for the fiscal year ended April 30, 2002 are incorporated herein by
reference from the Company's Annual Report on Form 10-KSB as filed with the
United States Securities and Exchange Commissions on or about July 30, 2002.
By Order of the Board of Directors
/S/ Robert S. Luce
Secretary, Robert S. Luce
Dated: August 1, 2002
- 10 -
APPENDIX B
UNITED FINANCIAL MORTGAGE CORP
CHARTER OF THE
AUDIT COMMITTEE
Purpose: The Audit Committee ("Committee") reviews the Company's quarterly
and annual financial statements and other financial information included in
or incorporated by reference in the Company's Proxy Statement, Form 10-KSB
and other reports to shareholders.
The Committee also reviews recommendations of the Company's independent
auditors and internal auditors on accounting methods and internal controls.
The Committee may make recommendations to the Board of Directors on the
scope of the audits. The Committee may review reports prepared by the
independent public accountants and internal auditors on management's
compliance with laws and the Company's business conduct and ethics policies.
The Committee may conduct independent inquiries. The Committee recommends
to the Board of Directors the appointment of independent auditors. The
Committee shall be entitled to call upon the service of the Company's
officers and outside advisors for such assistance as it may request in the
fulfillment of these purposes.
Membership: The Audit Committee shall be composed of three (3) non-employee
members of the Board of Directors. The Board shall be entitled to fill any
vacancies in its membership. The Committee may appoint a Chairman and
Secretary of the Committee.
Decision Making: Actions of the Committee shall be taken by a vote of not
less than a majority of its members.
Meeting Schedules: The Committee shall meet on a calendar quarter basis at
such places and times as shall be convenient to the members of the
Committee.
June 19, 1998
PROXY BALLOT FORM
-----------------
UNITED FINANCIAL MORTGAGE CORP.
Proxy Solicited on Behalf of The Board of Directors
For The Annual Meeting of Stockholders - August 20, 2002
The undersigned appoints Joseph Khoshabe and Robert S. Luce and each of
them, as proxies, with full power of substitution and revocation, to vote,
as designated below, all the Common Stock of United Financial Mortgage Corp.
which the undersigned has power to vote, with all powers which the
undersigned would possess if personally present, at the annual meeting of
stockholders to be held on August 20, 2002 or at any adjournment thereof.
Unless otherwise marked, this proxy will be voted FOR the election of
the nominees named, and FOR Proposal No. 2 and in their discretion, the
Proxies may vote upon any other business that properly comes before the
meeting.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY BALLOT FORM PROMPTLY USING THE
ENCLOSED ENVELOPE.
BALLOT
------
ANNUAL MEETING OF STOCKHOLDERS - August 20, 2002
------------------------------------------------
1. For Election of
Directors
(Mark only one) [ ] Vote FOR all nominees listed [ ] Vote WITHHELD
below (Except as directed to from all nominees
the contrary below) Joseph Khoshabe
Joseph Khoshabe John A. Clark
John A. Clark Robert S. Luce
Robert S. Luce Elliot R. Jacobs
Elliot R. Jacobs James R. Zuhlke
James R. Zuhlke
INSTRUCTIONS: To withhold vote for any individual nominee, write that
nominee's name in the space provided below.
____________________________________________________________________________
For Against Abstain
2. For Independent Accountants [ ] [ ] [ ]
____________________________________________________________________________
Print Name of Stockholder Signature of Stockholder or Proxy
____________________________________________________________________________
Address Number of Shares