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
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(c)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
RAMPART CAPITAL CORPORATION
(Name of Registrant as specified in its Charter)
NOT APPLICABLE
(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 the transaction
applies: NOT APPLICABLE
(2) Aggregate number of securities to which the transaction applies:
NOT APPLICABLE
(3) Per unit price or other underlying value of the transaction
computed pursuant to Exchange Act Rule 0-11 (set forth amount on
which the filing fee is calculated and state how it was
determined): NOT APPLICABLE
(4) Proposed maximum aggregate value of the transaction: NOT
APPLICABLE
(5) Total fee paid: NOT APPLICABLE
[ ] 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: NOT APPLICABLE
(2) Form, Schedule or Registration Statement No.: NOT APPLICABLE
(3) Filing Party: NOT APPLICABLE
(4) Date Filed: NOT APPLICABLE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 5, 2002
To the Shareholders of
Rampart Capital Corporation:
The annual meeting of Shareholders of Rampart Capital Corporation will be held
at the Newport Golf Club and Conference Center, 16401 Country Club Drive,
Crosby, Texas 77532, on Wednesday, June 5, 2002 at 1:00 p.m., Houston, Texas
time, for the following purposes:
1. To elect six directors to serve until the 2003 Annual Meeting;
2. To ratify the selection of Pannell Kerr Forster of Texas, P.C. as
independent public accountants for 2002; and,
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors recommends a vote FOR each of the nominees for director
and FOR ratification of the selection of Pannell Kerr Forster of Texas, P.C. as
independent public accountants.
The Board of Directors has fixed the close of business on May 14, 2002 as the
record date for determining Shareholders entitled to notice of and to vote at
the meeting.
You are cordially invited to attend the meeting in person. Even if you plan to
attend the meeting, however, you are requested to mark, sign, date, and return
the accompanying proxy as soon as possible.
By Authorization of the Board of Directors
/s/ CHARLES W. JANKE
Charles W. Janke
Chairman of the Board and
Chief Executive Officer
May 14, 2002
16401 Country Club Drive
Crosby, Texas 77532
PROXY STATEMENT
This Proxy Statement and the accompanying proxy card are being mailed to our
shareholders beginning on or about May 17, 2002. Proxy Statements are furnished
in connection with the solicitation by the Board of Directors of Rampart Capital
Corporation of proxies from the holders of our common stock for use at the 2002
Annual Meeting of Shareholders to be held at the time and place and for the
purposes set forth in the accompanying notice. In addition to the solicitation
of proxies by mail, proxies may also be solicited by telephone, telegram or
personal interview by our regular employees. We will pay all costs of
soliciting proxies. We will also reimburse brokers or other persons holding
stock in their names or in the names of their nominees for their reasonable
expenses in forwarding proxy material to beneficial owners of such stock.
All duly executed proxies received prior to the meeting will be voted in
accordance with the choices specified thereon. As to any matter for which no
choice has been specified in a duly executed proxy, the shares represented
thereby will be voted FOR the election as directors of the nominees listed
herein, FOR approval of the appointment of Pannell Kerr Forster of Texas, P.C.
as our independent public accountants, and at the discretion of the persons
named in the proxy in connection with any other business that may properly come
before the annual meeting. A shareholder giving a proxy may revoke it at any
time before it is voted at the annual meeting by filing with the Corporate
Secretary an instrument revoking it, by delivering a duly executed proxy bearing
a later date, or by appearing at the annual meeting and voting in person. The
Board of Directors recommends a vote FOR each of the nominees for director and
FOR ratification of the selection of Pannell Kerr Forster of Texas, P.C. as
independent public accountants.
May 14, 2002 is the record date for determining Shareholders entitled to vote at
the annual meeting. As of April 26, 2002 we had outstanding and entitled to
vote 2,905,143 shares of our common stock. The common stock is the only class
of our stock outstanding at the record date and entitled to vote at the annual
meeting. Each share entitles the holder to one vote on each matter submitted to
a vote of Shareholders. Cumulative voting is not permitted. The requirement
for a quorum at the annual meeting is the presence in person or by proxy of
holders of a majority of the outstanding shares of our common stock.
Abstentions, shares with respect to which authority is withheld, and shares held
of record by a broker or its nominee that are voted on any matter are included
in determining whether a quorum is present. For purposes of determining the
outcome of any matter as to which a broker has physically indicated on the proxy
that it does not have discretionary authority to vote, those shares will be
treated as not present and not entitled to vote with respect to that matter
(even though those shares are considered entitled to vote for quorum purposes
and may be entitled to vote on other matters). The director nominees will be
elected by a plurality of the votes cast at the annual meeting. All other
matters to be considered at the Annual Meeting require the affirmative vote of a
majority of the votes cast. In a plurality vote, abstentions are not considered
a vote cast and will not affect the outcome. In a majority vote, however,
express abstentions are considered a vote cast and have the effect of a vote
against a particular matter. Broker non-votes will not affect the outcome of
any vote on the matters presented at the annual meeting because they are not
considered a vote cast under Texas law. Votes are counted, and an inspector of
elections to be appointed at the annual meeting by the Chairman of the annual
meeting certifies the count. Information regarding the vote required for
approval of particular matters is set forth in the discussion of those matters
appearing elsewhere in this Proxy Statement.
The Annual Report on Form 10-KSB for the year ended December 31, 2001, has been
mailed to all Shareholders entitled to vote at the Annual Meeting on or before
the date of mailing of this Proxy Statement.
ITEM 1. ELECTION OF DIRECTORS
Our Board of Directors currently consists of six directors with each director
elected annually. All of the current Directors have been nominated for
re-election.
The persons named in the proxy may act with discretionary authority in the event
any nominee should become unavailable for election, although management is not
currently aware of any circumstances likely to result in a nominee becoming
unavailable for election. A shareholder may, in the manner set forth in the
enclosed proxy card, instruct the proxy holder not to vote the shareholder's
shares for one or more of the named nominees.
1
NOMINEES - The following summaries set forth information concerning the six
nominees for election as directors at the annual meeting, including each
nominee's age, position with Rampart, if any, and business experience during at
least the last five years.
CHARLES W. JANKE, age 57, has been Chairman, Chief Executive Officer, and a
director of Rampart since its organization in March 1994. He also served as
Rampart's President from its organization until January 1, 1999, when he
relinquished that position to Mr. Carpenter. Prior to the organization of
Rampart, Mr. Janke's primary activity was private investments. During 1992 and
1993, Mr. Janke invested in Laidlaw Holdings, Inc., a securities investment
firm. During this period, he provided mezzanine and bridge financing for
several firms, all of which became listed on the Nasdaq Stock Market. Mr.
Janke's ownership in Laidlaw Holdings, Inc. was less than 1% and he has no
current ownership. From 1989 through 1992, Mr. Janke provided acquisition
funding for a company that acquired in excess of $400 million in residential
mortgage portfolios in association with a major securities firm. After a brief
retirement, he funded the start-up of Rampart and became active in our
management. For the period 1975 through 1985, Mr. Janke was a shareholder and
officer of Centurian National Group, Inc., a cemetery and funeral home holding
company, which was acquired by Service Corporation International, a public
corporation.
J. H. CARPENTER, age 60, was elected President and Chief Operating Officer
effective January 1, 1999. He has been a director since the organization of
Rampart in March 1994 and served as our Vice President from inception until his
promotion in January 1999. For the period October 1991 through March 1994, Mr.
Carpenter was a shareholder and president of two closely held corporations that
acquired commercial debt from the Resolution Trust Corporation and the Federal
Deposit Insurance Corporation. During the period 1989 to October 1991, Mr.
Carpenter was associated with a company that acquired, in conjunction with a
major securities firm, and sold over $400 million in residential mortgage
portfolios. From 1970 through 1981, Mr. Carpenter was Vice President and
Treasurer of Camco, Incorporated, a publicly traded oil tool manufacturing
company.
JAMES W. CHRISTIAN, age 48, was elected a director of Rampart effective January
1, 1999. Mr. Christian is a member of the Houston, Texas law firm of Christian,
Wukoson, Smith & Jewell, L.L.P. where he has practiced since 1990. Mr.
Christian specializes in litigation, corporate and real estate law.
JAMES J. JANKE, age 48, was elected a director of Rampart in 1996. Mr. Janke is
Vice President and General Manager of a top 100 Ford dealership where he has
been employed since 1976. He serves on the board of directors of the Texas Auto
Dealers Association, the Houston Livestock Show and Rodeo, a charitable
organization, and the Better Business Bureau of Houston. Charles W. Janke and
James J. Janke are brothers.
ROBERT A. SHUEY, III, age 47, was elected as a director of Rampart in September
1999, pursuant to the underwriters' agreement, dated January 1999, entered into
in connection with our initial public offering. He is the managing director of
corporate finance for Rushmore Financial Group, Inc. He was a director and
Chief Executive Officer of Institutional Equity Holdings, Inc. (formerly
Euromed, Inc.), which owned all of the outstanding stock of Institutional Equity
Corporation (formerly Redstone Securities, Inc.), the representative of the
underwriters in our initial public offering. Mr. Shuey was a director of
Institutional Equity Holdings from July 1996 until December 2000 and its Chief
Executive Officer from December 1998 until December 2000. Prior to that time,
he had been Manager of Investment Banking with Tejas Securities Group, Inc.
since September 1997. He has been in the investment banking business for more
than five years, with National Securities Corporation from September 1996 until
August 1997, with La Jolla Securities Corporation from April 1995 until August
1996, with Dillon Gage Securities Corporation from January 1994 until April 1995
and with Dickinson & Co. from March 1993 to December 1993. Mr. Shuey is a
member of the Board of Directors of AutoBond Corporation, Westower Corporation,
Institutional Equity Holdings, Inc. and Transnational Financial Corporation.
W. F. MOSLEY, age 53, was elected as a director of Rampart in May 2001. He has
been a principal and director of W. F. Mosley, Inc., a certified public
accounting firm, since 1981. Mr. Mosley is a Certified Public Accountant and is
a tax practitioner. He is also an investor in Southwest Commerce Partners 2,
Ltd., which invests in various business opportunities.
2
COMPENSATION OF DIRECTORS - Directors who are also employees do not receive any
remuneration in their capacity as directors. Non-employee directors received
travel expense reimbursement and $1,000 per meeting attended, $500 per meeting
telephonically attended, and $1,500 for the annual meeting of shareholders and
the board meeting immediately following this annual meeting.
On January 11, 2000, directors James J. Janke, Robert A. Shuey IV, and James W.
Christian were granted a five-year non-qualified stock option to purchase 1,000
shares of common stock for a price per share equal to the closing price, as
quoted on the American Stock Exchange, on the date granted. The closing price
per share on January 11, 2000 was $3.75. On October 13, 2000, directors James
Janke and Robert Shuey were granted stock options to purchase 9,000 shares of
common stock and James W. Christian was granted an option to purchase 14,000
shares of common stock for a share price equal to $3.50 per share. The closing
share price, as quoted on the American Stock Exchange for October 13, 2000, was
$1.75. The October 13, 2000 options expired March 31, 2001.
STANDING COMMITTEES, BOARD ORGANIZATION AND MEETINGS - The Board of Directors
has two committees, the Audit and Compensation Committees. These committees
report their actions, if any, to the full Board of Directors at its next regular
meeting. The Compensation Committee and the Audit Committee are composed of the
three non-employee, non-related directors - Messrs. Christian, Shuey and Mosley.
Messrs. Christian and Mosley qualify as independent directors and Mr. Shuey
does not qualify as independent directors under the listing standards for the
American Stock Exchange. We continue to seek qualified independent persons
with financial experience who are willing to serve on our Board of Directors.
The duties and functions of the Audit Committee are to: (1) examine the
activities of our independent auditors to determine whether their activities are
reasonably designed to assure the soundness of accounting and financial
procedures; (2) review our accounting policies and the objectivity of our
financial reporting; and (3) consider annually the qualifications of our
independent auditors and the scope of their audit and make recommendations to
the Board of Directors as to its selection. The Audit Committee operates under
a written charter adopted by the Board of Directors, a copy of which has been
filed with the 2000 Proxy Statement.
The duties and functions performed by the Compensation Committee are: (1) to
review and recommend to the Board of Directors, or determine, the annual salary,
bonus, stock options and other benefits, direct and indirect, of the executive
officers; (2) review new executive compensation programs; (3) review on a
periodic basis the operations of our executive compensation programs to
determine whether they are properly coordinated; (4) establish and periodically
review policies for the administration of executive compensation programs; (5)
modify any executive compensation programs that yield payments and benefits that
are not reasonably related to executive performance; (6) establish and
periodically review policies in the area of management perquisites; and (7) to
exercise all of the powers of the Board of Directors with respect to any other
matters involving the compensation of our employees and employee benefits as may
be delegated to the Compensation Committee from time to time.
During 2001, the Board of Directors held two meetings and acted by written
consent three times. There were six audit committee meetings and no
compensation committee meetings in 2001. During 2001, all members of the Board
of Directors attended at least 75% of the aggregate of all meetings of the Board
of Directors and committees of the Board to which they belong.
AUDIT COMMITTEE REPORT
Management is responsible for Rampart's internal controls and the financial
reporting process. The independent accountants are responsible for performing
an independent audit of Rampart's financial statements in accordance with
auditing standards generally accepted in the United States of America and to
issue a report thereon. The Audit Committee's responsibility is to monitor and
oversee these processes.
In this context, the Audit Committee has met and held discussions with
management and the independent accountants. Management represented to the
Committee that Rampart's audited consolidated financial statements as of and for
the year ended December 31, 2001were prepared in accordance with accounting
principles generally accepted in the United States of America, and the Committee
has reviewed and discussed these financial statements with management and the
independent accountants. The Committee discussed with the independent
accountants the matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees).
3
Rampart's independent accountants also provided to the Audit Committee the
written disclosures and letter required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), and the Committee
discussed with the independent accountants their independence.
Based on the Audit Committee's discussions with management and the independent
accountants and the Committee's review of the representations of management and
the report of the independent accountants to the Committee, the Committee
recommended that the Board of Directors include the audited financial statements
in the Company's Annual Report on Form 10-KSB for the year ended December 31,
2001, filed with the Securities and Exchange Commission. The Committee also
recommended reselection of Pannell Kerr Forster of Texas, P.C. as Rampart's
independent accountants and the Board of Directors concurred in such
recommendation.
Members of the Audit Committee:
James W. Christian
William F. Mosley
Robert A Shuey, III
COMPENSATION OF INDEPENDENT PUBLIC ACCOUNTANTS - Audit Fees. Pannell Kerr
Forster of Texas, P.C., our independent public accountants, billed us $48,200 in
compensation for services related to auditing and public reporting. All Other
Fees. Our independent public accountants also billed us an additional $3,598 for
accounting advice and research related to contemplated business transactions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - The following
table sets forth as of April 26, 2002, information with respect to (a) each
person (including any "group" as the term is used in section 13(d)(3) of the
Securities Exchange Act of 1934) who we know to be the beneficial owner of more
than 5% of our outstanding Common Stock and (b) the number of shares and
percentage of our Common Stock owned by nominees for director and by each of
our directors and executive officers individually and as a group. We believe
that, unless otherwise indicated, each of the shareholders has sole voting and
investment power with respect to the shares beneficially owned, subject to
community property laws where applicable.
SHARES OF
COMMON STOCK
------------------
BENEFICIALLY OWNED
------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER PERCENT
- ----------------------------------------------------------- --------- --------
Charles W. Janke (2) 1,500,000 51.6%
16401 Country Club Drive, Crosby, Texas 77532
J. H. Carpenter (3) 760,000 26.2%
16401 Country Club Drive, Crosby, Texas 77532
Charles F. Presley (4) 51,500 1.8%
Robert A. Shuey, III (5) 1,000 *
James J. Janke (5) 1,000 *
James W. Christian (5) 1,000 *
W. F. Mosley 0 *
- ----------------------------------------------------------- --------- --------
All Executive Officers and Directors as a group (7 persons) 2,314,500 79.6%
<FN>
- ---------------
* LESS THAN ONE PERCENT OF OUTSTANDING SHARES.
(1) The table is based on information supplied by the officers, directors,
and principal shareholders and reporting forms, if any, filed with the
Securities and Exchange Commission on behalf of such persons. A person
is deemed to beneficially own shares of common stock underlying
options, warrants or other convertible securities if the person can
acquire the stock within sixty days of the date of this proxy
statement.
4
(2) Includes 1,500,000 shares owned by a family limited partnership of
which Mr. Janke is the general partner.
(3) Includes 600,000 shares owned by a family limited partnership, the
general partner of which is a closely held limited liability company.
Mr. Carpenter is sole manager and officer of that limited liability
company and has voting power over its units. Also, includes 152,000
shares owned by a corporation in which by Mr. Carpenter is the sole
shareholder.
(4) Includes 15,500 shares held by Mr. Presley's IRAs and 14,300 shares
issuable upon exercise of publicly traded warrants.
(5) Includes 1,000 shares issuable upon exercise of options.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT - Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our
directors, executive officers and persons who beneficially own 10% or more of
our Common Stock to file with the SEC initial reports of ownership and reports
of changes in ownership of Common Stock. Based solely on our review of copies
of such reports and written representations that no other reports were required,
we believe that during 2001 all our directors and executive officers and 10% or
greater shareholders complied on a timely basis with all applicable filing
requirements under Section 16(a) of the Exchange Act.
EXECUTIVE COMPENSATION - The following table sets forth the compensation awarded
to, earned by, or paid to the Chief Executive Officer and the other officers of
Rampart who received compensation of over $100,000 for the fiscal years ended
December 31, 2001, 2000 and 1999 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND FISCAL ------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
- ---------------------------- ---- ------------ ----- --------------
Charles W. Janke 2001 $203,886 -- $ 6,000(1)
Chairman of the Board 2000 200,000 -- 6,000(1)
Chief Executive Officer 1999 159,886 -- --
- -----------------------------------------------------------------------
J. H. Carpenter 2001 $202,659 -- $ 6,000(1)
President 2000 202,659 -- 6,000(1)
Chief Operating Officer 1999 158,659 -- --
- -----------------------------------------------------------------------
Charles F. Presley 2001 $133,561 (4) -- $ 5,939(2)
Vice-President 2000 125,000 (4) -- 5,640(3)
Chief Financial Officer 1999 116,845 (4) -- --
<FN>
- ---------------
(1) Rampart matching contribution to retirement plan.
(2) Rampart matching contribution to retirement plan of $3,750 and $2,189
of reimbursements for medical insurance premiums.
(3) Rampart matching contribution to retirement plan of $3,750 and $1,890
of reimbursements for medical insurance premiums.
(4) Includes additional compensation as described under "Employment
Agreements" below.
EMPLOYMENT AGREEMENTS - We do not have written employment contracts with any of
our Named Executive Officers. However, since 1996, in addition to his other
duties, Charles Presley has performed, and continues to perform, services for
Rampart to facilitate the collection of certain defaulted obligations owned by
Rampart and to facilitate realization from other assets. Mr. Presley has an
oral arrangement with Rampart whereby he is entitled to receive from one to five
percent, net of costs, of any amounts realized by Rampart with respect to such
assets. During 1999, 2000 and 2001, Mr. Presley received $52,920, $0, and
$8,561, respectively, or a total of $61,481, under this arrangement. These
amounts are included with the salary amounts reported in the table above.
OPTION GRANTS IN LAST FISCAL YEAR - No options were granted during the fiscal
year ended December 31, 2001.
AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES - None of the Named
Executive Officers exercised any stock options in 2001 and none of the stock
options owned by the Named Executive Officers were in-the-money at 2001 fiscal
year-end.
5
RETIREMENT PLAN - Effective January 1, 2000, all of our employees may
participate in an IRS Section 408(p) SIMPLE (Savings Incentive Match Plan for
Employees of Small Employers). We elected to match participating employee
contributions to the plan up to a maximum of 3% of the employee's compensation.
In no event may our contribution on behalf of any employee exceed the limit set
by the IRS ($6,500 per year for 2001). The employee's elective contributions
are made on a pre-tax basis and each employee may choose the equities in which
to invest both the employee's and Rampart's contributions. Both the employee
and Rampart's contributions are immediately vested and are payable to the
employee or their designated beneficiary upon termination of employment or the
employee's attainment of age 59 .
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During June 1998, the Company sold real estate property from its asset pool to
related parties in exchange for four notes receivable totaling $525,000. These
notes are secured by certain investments in common stock held by the related
parties. Principal plus interest at 10% per annum was due June 2001 for each of
the notes. During June 2001, the Company elected to extend the terms of the
notes to mature on June 30, 2004 and to reduce the interest rates from 10% to
4.07% per annum. The outstanding notes receivable from these related parties
plus accrued interest was $522,581 and $489,901, at December 31, 2001 and 2000,
respectively. During the year ended December 31, 2001, the fair value of the
underlying collateral of these notes was determined to be impaired. In
accordance with FASB 114, the Company provided an allowance of $367,713 to
reduce the notes to their estimated net realizable value. The table below shows
the related parties, their relation to the company, and the amounts of their
respective note balances as of December 31, 2001.
NAME OF RELATED PARTY RELATIONSHIP TO COMPANY NOTE BALANCE
- -----------------------------------------------------------------------------------------
Charles W. Janke Chairman and Chief Executive Officer $ 137,783
- -----------------------------------------------------------------------------------------
J. H. Carpenter President, Chief Operating Officer 173,911
- -----------------------------------------------------------------------------------------
HY Janke Trust A trust controlled by Charles W. Janke, 33,742
Chairman and Chief Executive Officer
- -----------------------------------------------------------------------------------------
CW Janke, Jr. Trust A trust controlled by Charles W. Janke, 33,742
Chairman and Chief Executive Officer
- -----------------------------------------------------------------------------------------
Janke Family Partnership, Ltd A partnership controlled by Charles W. 143,403
Janke, Chairman and Chief Executive Officer
- -----------------------------------------------------------------------------------------
Totals $ 522,581
On March 15, 2002 the Company advanced $110,000 to J. H. Carpenter, our
President and Chief Operating Officer, on a short-term loan secured by real
estate. The loan carries a fifteen-year amortization with 6.25% interest and
monthly payments of $943 until the loan is repaid.
From time to time, the Company enters into note payable agreements with certain
related parties, some of which are officers and directors of the Company, to
provide working capital necessary to conduct its ongoing business affairs.
Generally these notes have a term not to exceed twelve months and bear interest
at a fixed rate of 18% per annum. During the year ended December 31, 2001 the
Company has received proceeds from borrowings of $2,470,304 and repaid
$1,665,304 under the terms of these related party note agreements. The total
outstanding as of December 31, 2001 was $805,000. For the year ended December
31, 2001 total interest accrued and paid was $141,560. The table below shows the
related parties, their relation to the company, the amounts of their respective
note payable balances as of December 31, 2001, and the interest paid to each
party during 2001.
INTEREST PAID
NAME OF RELATED PARTY RELATIONSHIP TO COMPANY NOTE BALANCE IN 2001
- -----------------------------------------------------------------------------------------------------------
Janke Family Partnership, Ltd A partnership controlled by Charles W. Janke, $ 530,000 $ 84,212
Chairman and Chief Executive Officer
- -----------------------------------------------------------------------------------------------------------
Insource Financial Corporation A corporation controlled by J H Carpenter, 75,000 1,220
President and Chief Operating Officer
- -----------------------------------------------------------------------------------------------------------
Alfred Janke Father of Charles W. Janke, 200,000 42,825
Chairman and Chief Executive Officer
- -----------------------------------------------------------------------------------------------------------
James J. Janke Director and Brother of Charles W. Janke, 0 518
Chairman, Chief Executive Officer
- -----------------------------------------------------------------------------------------------------------
CW Janke, Jr. Trust A trust controlled by Charles W. Janke, 0 12,785
Chairman and Chief Executive Officer
- -----------------------------------------------------------------------------------------------------------
Totals $ 805,000 $ 141,560
6
During the year ended December 31, 2000, certain officers of the Company and/or
directors advanced funds to the Company in anticipation of exercising their
common stock options. The advances accrued interest at a rate of 7% per annum
payable monthly. As of December 31, 2000, $326,919 remained outstanding
representing advances from officers and/or directors. This amount was repaid in
full during the year ended December 31, 2001. Total interest paid during the
years ended December 31, 2001 and 2000 was $7,809 and $5,206, respectively. The
table below shows the related parties, their relation to the company, the
amounts of funds advanced by each party, and the interest paid to each party
during 2000 and 2001.
NAME OF RELATED PARTY RELATIONSHIP TO COMPANY FUNDS INTEREST PAID INTEREST PAID
ADVANCED IN 2001 IN 2000
- ----------------------------------------------------------------------------------------------------
Charles W. Janke Chairman and Chief Executive $ 274,169 $ 6,564 $ 4,366
Officer
- ----------------------------------------------------------------------------------------------------
Charles F. Presley Vice President and Chief Financial 17,500 410 279
Officer
- ----------------------------------------------------------------------------------------------------
James J. Janke Director and Brother of Charles W. 35,250 835 561
Janke, Chairman, Chief Executive
Officer
- ----------------------------------------------------------------------------------------------------
Totals $ 326,619 $ 7,809 $ 5,206
William F. Mosley, our director, and Charles W. Janke, our Chairman and Chief
Executive Officer, are partners, along with other non-related individuals, in
Southwest Commerce Partners 2, Ltd., a partnership which holds a 6.75% net cash
profits interest in two of the company's purchased asset pools. During 2001,
the partnership earned a total of $63,408 from its participation in the net cash
profits of the two asset pools. We paid this amount to Southwest Commerce
Partners 2, Ltd in January 2002.
James W. Christian, our director, has agreements with Rampart whereby he is
entitled to receive a fixed percentage of the net cash profits realized from two
real properties purchased by Rampart Properties Corporation. The agreements
provide for 6% of net cash profits realized by Rampart from its Newport property
and a variable percentage of net profits realized by Rampart from its Webster
property. The net profits interest on the Webster property has expired. During
2001, 2000 and 1999, Mr. Christian did not receive any benefit from these
agreements.
7
We believe that all of the foregoing transactions were on terms no less
favorable than would have been received at the time of the transaction if
transacted with unaffiliated third parties. Any future transactions between
Rampart and its officers and directors, principal shareholders and affiliates,
will be approved by a majority of the board of directors, including a majority
of the independent, disinterested outside directors. These future transactions
will be on terms no less favorable to Rampart than could be obtained from
unaffiliated third parties.
ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Pannell Kerr Forster of Texas, P.C. as our
independent public accountants to conduct an audit of our financial statements
for the year 2002, and has further directed that management submit the selection
of the independent accountants for ratification by our shareholders at the
annual meeting. This firm has acted as independent public accountants for us
for the past five fiscal years. Representatives of Pannell Kerr Forster of
Texas, P.C. are not expected to be present at the Annual Meeting. Its
representatives will not be able to make a statement at the Annual Meeting and
are not expected to be available to respond to questions.
Shareholder ratification of the selection of Pannell Kerr Forster of Texas, P.C.
as our independent public accountants is not required by our bylaws or
otherwise. If our shareholders fail to ratify the selection, the Board will
reconsider whether to retain that firm. Even if the selection is ratified, the
Board, in its discretion, may direct the appointment of a different independent
accounting firm at any time during the year if the Board believes that such a
change would be in the best interest of Rampart. The affirmative vote of the
holders of a majority of the shares of Common Stock present or represented by
proxy at the annual meeting is required to ratify the selection of Pannell Kerr
Forster of Texas, P.C.
ITEM 3. OTHER BUSINESS
Management does not intend to bring any other business before the annual meeting
and has not been informed that any other matters are to be presented by others.
If, however, any other matters properly come before the meeting, it is intended
that the persons named in the accompanying proxy will vote pursuant to the
discretionary authority granted in the proxy in accordance with their best
judgment on such matters. The discretionary authority includes matters that the
Board of Directors does not know are to be presented by others.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS - Rule 14a-8 under the Securities and Exchange Act of
1934, as amended, addresses when a company must include a Shareholder's proposal
in its Proxy Statement and identify the proposal in its form of proxy when the
company holds an annual or special meeting of Shareholders. Under Rule 14a-8,
we must receive proposals for the 2003 Annual Meeting of Shareholders no later
than December 31, 2002 for such proposals to be included in next year's Proxy
Statement and proxy card. However, if the date of the 2003 Annual Meeting of
Shareholders changes by more than 30 days from the date of the 2001 Annual
Meeting of Shareholders, the deadline is a reasonable time before we begin to
print and mail our proxy materials, which deadline will be set forth in a
Quarterly Report on Form 10-QSB or will otherwise be communicated to
shareholders. Shareholder proposals must also be otherwise eligible for
inclusion. If we do not receive notice of any other matter that shareholders
wish to raise at the 2003 Annual Meeting of Shareholders by March 31, 2003, and
that matter is raised at the meeting, the proxy holders will have discretionary
authority to vote on the matter. All proposals and notifications should be
addressed to our Chief Executive Officer at the address listed on the front page
of this Proxy Statement.
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RAMPART CAPITAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR
THE ANNUAL MEETING OF SHAREHOLDERS ON JUNE 5, 2002
The undersigned, hereby revoking all prior proxies, hereby appoints Charles W.
Janke and J. H. Carpenter and each of them individually, as proxies with full
power of substitution, to vote all shares of Common Stock of RAMPART CAPITAL
CORPORATION standing in the name of the undersigned, at the Annual Meeting of
Shareholders of RAMPART CAPITAL CORPORATION to be held at 1:00 p.m., Houston
time, on June 5, 2002 at the Newport Golf Club and Conference Center, 16401
Country Club Drive, Crosby, Texas 77532, or at any adjournment(s) or
postponement(s) thereof, on all matters coming before said meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS AS STATED
BELOW AND, UNLESS A CONTRARY CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR
EACH OF SUCH PROPOSALS.
1. ELECTION OF SIX DIRECTORS FOR A ONE YEAR TERM ENDING AT THE 2002 ANNUAL
MEETING OF SHAREHOLDERS.
NOMINEES: Charles W. Janke, J.H. Carpenter, James W. Christian, James J.
Janke, Robert A. Shuey, III, and W. F. Mosley.
[ ] VOTE FOR all nominees listed above, except vote withheld from the
following nominees (if any):
_________________________________________________________________________
[ ] VOTE WITHHELD from all nominees
(This Proxy must be dated and signed on the reverse side.)
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(Continued From Other Side)
2. PROPOSAL TO RATIFY PANNELL KERR FORSTER OF TEXAS, P.C.
INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR 2002.
[ ] For [ ] Against [ ] Abstain
In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment or
postponement thereof.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Shareholders, the proxy statement furnished with the notice, and our 2001
Annual Report on Form 10-KSB.
Dated: __________, 2002 ____________________________
Shareholder's Signature
____________________________
Signature if held jointly
(Please sign exactly as your name appears on this card. For joint accounts, each
joint owner should sign.
Executors, administrators, trustees, etc., should also so indicate when
signing.)
PLEASE COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY BY USING THE ENCLOSED ENVELOPE.
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