SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
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EQUIVEST FINANCE, INC.
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[EQUIVEST LOGO GRAPHIC OMITTED]
EQUIVEST FINANCE, INC.
100 NORTHFIELD STREET
GREENWICH, CONNECTICUT 06830
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------------
TO THE STOCKHOLDERS OF EQUIVEST FINANCE, INC.:
NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders
(the "Meeting") of Equivest Finance, Inc. (the "Company") will be held at the
Long Wharf Resort, 5 Washington Street, Newport, Rhode Island, 02840 , on
Monday, June 4, 2001, at 11: 00 a.m., local time. The purpose of the Meeting is
to consider and act upon the following proposals and to transact such other
business as may properly come before the Meeting or any adjournment thereof.
1. To elect a Board of Directors.
2. To ratify the appointment of Firley, Moran, Freer & Eassa, P.C.
to serve as the independent auditors of the Company for the 2001
fiscal year.
The Board of Directors has fixed the close of business on April 16,
2001 as the record date for the determination of stockholders of the Company
entitled to notice of, and to vote at, such Meeting and any adjournments
thereof.
All stockholders are cordially invited to attend the meeting. Whether
or not you plan to attend the meeting, the Board of Directors urges you to date,
sign and return promptly the enclosed proxy card to give voting instructions
with respect to your shares of common stock. The return of a proxy card will not
affect your right to vote in person if you attend the meeting.
If you wish to attend the 2001 Annual Meeting but your shares are
held in the name of a broker, trust, bank or other nominee, please bring a proxy
card from the broker, trustee, bank or other nominee with you to confirm your
beneficial ownership of the shares.
By Order of the Board of Directors
Richard C. Breeden
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated: April 30, 2001
EQUIVEST FINANCE, INC.
100 NORTHFIELD STREET
GREENWICH, CONNECTICUT 06830
PROXY STATEMENT
2001 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 2001
This proxy statement (the "Proxy Statement") is furnished in connection
with the solicitation of proxies by the Board of Directors (the "Board of
Directors") of Equivest Finance, Inc. (the "Company"), a Delaware corporation ,
prior to the date of the 2001 Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), for use at the Annual Meeting or any adjournments thereof.
The Annual Meeting is to be held at the Long Wharf Resort, 5 Washington Street,
Newport, Rhode Island, on Monday, June 4, 2001, at 11:00 a.m., local time. The
approximate date on which this Proxy Statement and form of proxy are being first
sent to stockholders is April 30, 2001.
GENERAL
Only holders of record of shares of the common stock, par value $.01
per share (the "Common Stock") and Series 2 Class A Preferred Stock (the "Series
2 Preferred Stock") of the Company, voting together as one class (such shares
being collectively referred to as the "Voting Stock"), at the close of business
on April 16, 2001, (the "Record Date") are entitled to vote at the Annual
Meeting or any adjournments thereof.
Directors will be elected by a plurality of the voting power of the
Voting Stock, whether cast by the stockholders voting in person or by proxy at
the Annual Meeting. The presence, either in person or by properly executed
proxy, of the holders of a majority of the Voting Stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided in the certificate of incorporation, but
in no event shall a quorum consist of less than one-third (1/3) of the shares
entitled to vote at the meeting. Once a quorum is present, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before the meeting.
The Series 2 Preferred Stock holders on the Record Date account for 20%
of voting power of the Voting Stock. Holders of the Common Stock on the Record
Date account for 80% of voting power of the Voting Stock, and each such holder
is entitled to one vote for each share of Common Stock so held. The Series 2
Preferred Stock holders shall vote with the Common Stock holders (such holders
of record on the Record Date shall, collectively, be referred to as the
"Stockholders") as a single class on all matters presented at the Annual
Meeting, and each such holder is entitled to one vote for each share of stock so
held.
As of April 16, 2001, there were 28,089,722 shares of Common Stock and
10,000 shares of Series 2 Preferred Stock of the Company outstanding. The
Bennett Funding Group, Inc. ("BFG"), and certain other related debtors
(collectively, the "Estate"), currently involved in proceedings under Chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court for
the Northern District of New York, own 20,685,248 shares, or 73.6% of the Common
Stock, and the Estate also owns 100% of the Series 2 Preferred Stock. Together,
the Common Stock ownership of the Estate and the Series 2 Preferred Stock
ownership of the Estate presently represent approximately 78.9% of the voting
power entitled to vote at the Annual Meeting. Richard C. Breeden, the trustee
for the Estate (the "Trustee"), has indicated that he will vote in favor of each
of the proposals presented at the Annual Meeting, and therefore each such
proposal will be adopted.
VOTING PROCEDURES
Stockholders should specify their choices on the enclosed form of
proxy. All properly executed proxies delivered pursuant to this solicitation and
not revoked will be voted at the Annual Meeting in accordance with the
directions given. Stockholders voting by proxy for the election of directors may
vote FOR all nominees, may WITHHOLD their votes as to all nominees or may vote
FOR ALL EXCEPT specific nominees. Stockholders voting by proxy may vote FOR,
AGAINST or ABSTAIN regarding any of the other proposals presented. If no
specific instructions are given with respect to the matters to be acted upon,
the shares represented by a signed proxy will be voted FOR (i) each of the
nominees for election for director to serve until the 2002 Annual Meeting of
Stockholders, and (ii) FOR the ratification of the appointment of Firley, Moran,
Freer & Eassa, P.C. to serve as the independent auditors of the Company.
Abstentions will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business at the Annual Meeting and
will not affect the outcome of the vote for the election of directors. However,
abstentions will have the same practical effect as votes cast AGAINST any of the
other proposals. If you hold your shares with a broker and you do not tell your
broker how to vote, your broker has the authority to vote on both of the
proposals scheduled to be presented at the Annual Meeting.
The Board of Directors of the Company knows of no business that will be
presented for consideration at the Annual Meeting other than the matters
described in this Proxy Statement. If any other matters are presented at the
Annual Meeting, the persons named in the proxy card will vote in accordance with
their judgment, to the extent permitted by law.
All proxies delivered pursuant to this solicitation are revocable at
any time at the option of the persons executing them by giving written notice of
revocation to the Secretary of the Company at the address set forth above before
the Annual Meeting, by delivering another proxy bearing a later date or by
attending the Annual Meeting and voting in person.
Page 2
PROPOSALS TO BE VOTED ON
PROPOSAL 1
ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The Board of Directors proposes the following nominees for election to
the Board of Directors of the Company:
J. Carter Beese, Jr.
Richard C. Breeden
Jeff Cunningham
R. Perry Harris
Olof S. Nelson
Steven J. Quamme
The elected nominees for directors will hold office until the next
Annual Meeting of Stockholders and until their respective successors are elected
and qualify. Information about each nominee begins on page 4. Should any one or
more of these nominees become unable to serve, or for good cause will not serve,
the Board of Directors may designate a substitute nominee or nominees, in which
event the shares represented by all valid proxies received may be voted for such
substitute nominee or nominees, or the Board of Directors may leave the position
open and fill it later or not at all. The Board of Directors knows of no reason
why any nominee may be unable to serve as a director. Your proxy will vote for
each of the nominees unless you specifically vote FOR ALL EXCEPT a particular
nominee, but in no event may the proxy be used to vote for more than five
nominees.
During 2000, there were five meetings of the Board of Directors. Each
of the directors who were appointed in 2000 attended at least seventy-five (75%)
of the meetings of the Board of Directors during the periods that they served.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL
NOMINEES.
Page 3
THE BOARD OF DIRECTORS
Richard C. Breeden DIRECTOR SINCE 1997 Age 51
Richard C. Breeden has been Chairman of the Board of Directors and Chief
Executive Officer of the Company since October 1997. Since 1996, Mr. Breeden has
also been Trustee of the Estate. An honors graduate of Stanford University, and
the Harvard Law School, Mr. Breeden served in the White House as a senior
economics and financial advisor to President George Bush, where he was the
principal architect of the government's program to restructure the savings and
loan industry and to create the Resolution Trust Corporation. From 1989 through
1993, he served as Chairman of the U.S. Securities and Exchange Commission (the
"SEC"), following appointment by President Bush and unanimous confirmation by
the U.S. Senate. From 1993 through 1996, Mr. Breeden served as chairman of the
worldwide financial services practice of Coopers and Lybrand L.L.P. Mr. Breeden
currently serves on the boards of eSpeed, Inc., W.P. Stewart & Co., Ltd., and
Clarity Holdings, Inc. Mr. Breeden is also a director of the Little Orchestra
Society of New York, and he serves as a trustee of the New York Yacht Club. Mr.
Breeden serves as a director of the Company in his capacity as Trustee and as a
representative of the Estate.
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R. Perry Harris DIRECTOR SINCE 1998 Age 61
R. Perry Harris has been a director and Executive Vice President of the Company
since 1998, and since 1994 has been the President and Chief Executive Officer of
Eastern Resorts Corporation, a subsidiary of the Company ("Eastern Resorts").
Mr. Harris founded Inn Group Associates in 1981 and served as its President and
Chief Executive Officer from 1981 to 1994. Eastern Resorts Corporation is the
successor to Inn Group Associates. Mr. Harris is a graduate of the University of
Massachusetts with a degree in Mathematics. He worked at Digital Equipment
Corporation during its early years of development. Mr. Harris founded First Data
Corporation, a computer services firm, in 1970 and served as a director and its
President until its sale in 1977. He is a trustee of the American Resort
Development Association ("ARDA") and is a Registered Professional within ARDA.
Mr. Harris is also past chairman of ARDA New England.
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Olof Nelson DIRECTOR SINCE 2000 Age 54
Olof Nelson has been a director of the Company since March 2000. Mr. Nelson is
President of the Bankers Trust Company Connecticut Ltd., which represents
Private Banking for Bankers Trust in the New England region of the United
States, a position he has held since January 1997. For more than 10 years prior
to joining Bankers Trust, Mr. Nelson was President, Chairman, and Chief
Executive Officer of Consolidated Hydro, Inc., one of the largest independent,
owner/operators of hydroelectric power in North America with business operations
in 15 states and two provinces in Canada. A native of Sweden, Mr. Nelson
received a Master's degree from the University of Stockholm, and graduated from
the Royal Swedish Naval Academy. He was co-founder and later Vice Chairman of
the National Independent Energy Producers, and also served as director of the
National Hydropower Association.
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Page 4
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Jeff Cunningham DIRECTOR SINCE 2001 Age: 48
Jeff Cunningham has been a director of the Company since April 2001. Mr.
Cunningham is Senior Managing Director of Schroder Partners, a venture capital
arm of Schroders PLC. Schroder Partners invests in early stage technology and
services that principally target the enterprise services sector. From December
1998 until April 2000, Mr. Cunningham was a member of the executive management
committee at CMGI, one of the largest Internet venture capital investment firms.
At CMGI, Mr. Cunningham held the positions of President - Internet Media Group
and President and CEO of two portfolio companies, MyWay and Zip2, both providers
of content management software and services to the telco, media, and
infrastructure sectors. From 1980 to 1998, Mr. Cunningham was Publisher of
Forbes, Inc. During his tenure as Publisher, Forbes magazine's sales volume led
the United States magazine industry. Mr. Cunningham graduated in 1974 from
Binghamton University of the State University of New York with a Bachelor of
Arts with honors. He graduated from the Wharton School program in Finance in
1992. In addition, Mr. Cunningham serves on the boards of directors of Genuity,
Countrywide Mortgage and PTEK Holdings.
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Steven J. Quamme DIRECTOR SINCE 2001 Age: 40
Steven Quamme has been a director of the Company since April 2001. Since
November 2000, Mr. Quamme has held dual positions as General Partner of
Milestone Capital Partners LP, a private equity firm, and Managing Director of
Milestone Merchant Partners, LLC a Washington, DC-based merchant bank. From
December 1999 through November 2000, he served as Executive Vice President of
Fob, Inc., a Chicago-based software company. From March 1999 to December 1999,
Mr. Quamme served as Managing Director and Chief Financial Officer of e2enet,
Inc., an early stage investor in emerging technologies. He has also served since
1993 as a partner in International Equity Partners, LP, a private equity and
project development firm focused on emerging markets. Mr. Quamme was Chief
Executive Officer of Mayfair Partners, LP, a diversified restaurant operating
and management company from 1993 to 1997. Mayflower Partners filed for
bankruptcy in October 1998. Mr. Quamme received his Bachelor of Arts and Juris
Doctorate from Northwestern University.
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J. Carter Beese, Jr. NOMINEE FOR DIRECTOR Age: 44
J. Carter Beese, Jr. is a nominee to the Board of Directors. Mr. Beese has been
President of Riggs Capital Partners ("Riggs"), a venture fund that manages in
excess of $100 million, since July 1998. The group is part of Riggs National
Corporation in Washington, D.C . Preceding his appointment to Riggs, and from
September 1997 to July 1998, Mr. Beese was Vice Chairman of the Global Banking
Group at Bankers Trust. Prior to the merger between Bankers Trust and Alex.
Brown, Mr. Beese was Chairman of Alex. Brown International. In 1990, Mr. Beese
was appointed by President George Bush as a director of the overseas private
investment corporation ("OPIC"). In 1992, he was nominated by President Bush,
and became a Commissioner of the U.S. Securities and Exchange Commission
("SEC"). While at the SEC, Mr. Beese was particularly active in the areas of
cross-border capital flows, the derivatives market, and corporate governance.
Mr. Beese serves on the board of numerous companies including Chinadotcom,
Aether Systems, Inc., Riggs National Corporation, and Sila Communications
Limited.
Page 5
DIRECTOR COMPENSATION
Mr. Nelson was granted 50,000 options at an exercise price of $ 4.37
per share upon joining the Board of Directors in March 2000, and Messrs.
Cunningham, Quamme and Beese will each receive option grants upon becoming
directors. The directors of the Company are not otherwise compensated by the
Company for their services as directors. The directors are, however, reimbursed
for expenses incurred on behalf of the Company in the performance of their
duties as directors of the Company.
LEGAL PROCEEDING INVOLVING EXECUTIVE OFFICERS AND DIRECTORS
In March 2001, the Company brought a suit against Wayne Kinser, a
director and former principal owner of Peppertree Resorts Ltd., a subsidiary of
the Company, for breach of the November 1999 Agreement and Plan of
Reorganization by and among the Company and Mr. Kinser, and various other
entities pursuant to which the Company acquired Peppertree Resorts Ltd. The suit
seeks more than $3 million for Mr. Kinser's breach of repayment obligations in
connection with a guaranty agreement for the Great Smokies Hotel Associates
Holiday Inn Resort, and his failure to refund payments made by the Company for
taxes and other items associated with Peppertree Resorts Ltd. Because of the
alleged breaches by Mr. Kinser of his fiduciary duty to the Company and its
shareholders, the Company formed a special committee of the Board of Directors
to review Mr. Kinser's activities. This committee determined unanimously to
initiate action against Mr. Kinser. Mr. Kinser has served on the Board of
Directors since January 2000, and will cease to serve as a director no later
than June 4, 2001, when his term expires.
BOARD COMMITTEES
The Board of Directors has an Audit Committee and a Compensation
Committee. The Company does not have a Nominating Committee.
The present members of the Audit Committee are Olof Nelson, Chairman;
Jeff Cunningham; and Steven J. Quamme. Mr. Nelson, the Chairman of the Committee
was appointed in March 2000, and Mr. Cunningham and Mr. Quamme were both
appointed in April 2001. During 2000, Richard C. Breeden and R. Perry Harris
served as members of the Audit Committee. All present members of the Audit
Committee are "independent" as defined in the listing standards of the Nasdaq
Stock Market small-capitalization market.
The Audit Committee is primarily responsible for: (i) reviewing and
examining the financial audit of the Company and its subsidiaries, including the
audit and certification by the Company's independent auditors of the Company's
financial statements; (ii) considering the adequacy of the accounting and
financial principles and internal controls used by the Company for corporate and
tax reporting purposes; (iii) overseeing the financial performance and audit of
the Company's retirement plan; (iv) recommending to the Board of Directors a
firm of Certified Public Accountants to serve as independent auditors of the
Company; (v) overseeing such other matters which, in the view of the Audit
Committee, could affect the financial value of the Company; (vi) annually
reviewing and assessing the adequacy of the Audit Committee charter, and
amending the Audit Committee charter as appropriate with Board of Director
approval. The Board of Directors has approved a written charter for the Audit
Committee, a copy of which is included as EXHIBIT A to this Proxy Statement.
During the year ended December 31, 2000, the Audit Committee held four meetings.
Incumbent director members attended at least 75% of all audit committee
meetings.
The present members of the Compensation Committee are Jeff Cunningham,
Chairman as of April 2001; Richard C. Breeden; and Olof Nelson. Messrs.
Cunningham, Breeden and Nelson were appointed to the Compensation Committee in
April 2001, February 2001, and March 2000, respectively. During 2000, Mr. Nelson
served as Chairman of the Compensation Committee, Mr. Kinser served briefly as a
Compensation Committee member, and Mr. Harris served as a member. Upon
conclusion of the Annual Meeting, Mr. Breeden will resign from the Compensation
Committee and Mr. J. Carter Beese will be appointed . Following this change,
both the Audit and Compensation Committees will be composed of entirely
independent outside directors.
The Compensation Committee held one meeting during fiscal year 2000.
Incumbent directors attended at least 75% of all Compensation Committee
meetings. The Compensation Committee is responsible for the administration of
the 1997 Long Term Incentive Plan ("LTIP"), including the determination of the
terms and conditions thereunder, such as the exercise price for the stock
options granted to employees and directors of the Company. At the Company's
Annual Meeting of the Stockholders on December 8, 1998, the Company's
Stockholders approved an amendment to the LTIP which increased the shares
available from 1,600,000 to 3,500,000 and the number of shares to be granted in
any year from 400,000 to 1,000,000. The term of the LTIP is ten years, but the
Company's Board of Directors may discontinue the LTIP in its discretion.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee (the "Audit Committee") oversees the Company's
financial reporting process, among other duties, on behalf of the Board of
Directors. Management has primary responsibility for the financial statements
and reporting process. In fulfilling its oversight responsibilities the Audit
Committee:
o Reviewed and discussed the audited financial statements with
management.
o Discussed with independent auditors the matters required to be
discussed by Statement of Auditing Standards No. 61--such as
significant adjustments, management judgments and accounting
estimates, significant new accounting policies, any disagreements
with management, the independent auditor's judgment about the
quality of the Company's accounting principles, and any
uncorrected misstatements pertaining to a current period whose
effects management believes are immaterial to the financial
statements taken as a whole.
o Received from the independent auditors the written disclosures
and letter required by Independence Standards Board No. 1, and
discussed the independence qualifications of the independent
auditors.
Based on the above, the Audit Committee recommended to the Board of
Directors that the year 2000 audited consolidated financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000, for filing with the Securities and Exchange Commission, and the Board
of Directors accepted the Audit Committee's recommendation.
The Audit Committee has reviewed the above fees for non-audit services
as listed on page 15 and believes that such fees are compatible with the
independent auditor's independence.
Olof Nelson
Richard C. Breeden
R. Perry Harris
Page 7
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee (the "Compensation Committee") is made up of
three members of the Board of Directors. For 2001, all members of the
Compensation Committee will be independent outside directors. The functions of
the Compensation Committee include reviewing executive and key managers'
compensation strategy and design, overseeing the administration of the executive
compensation plans and executive career development, and annually establishing
performance commitments for the key officers and management of the Company. The
Company's executive compensation is tied to the executive's position, short and
long term performance and overall Company performance.
The components of the executive compensation program are (i) base
salary, (ii) annual bonus, and (iii) long term incentives. The base salary is
the only fixed portion of an executive's compensation. Each executive's base
salary is reviewed annually based in part upon the compensation range which
corresponds to the executive's job responsibilities. The executive's individual
performance, measured in large part by the managerial appraisal process, and
against a combination of financial and non-financial goals, also affects the
executive's base salary.
An annual bonus is set for each executive, other than the Chief
Executive Officer, depending upon the executive's duties and responsibilities,
ranging from 0% to 50% of the base salary. Based chiefly upon the Company's
ability to achieve certain financial goals, the Compensation Committee awarded
annual bonuses for 2000 that were on whole in line with the targeted range. The
Summary Compensation Table on page 10 lists for 2000 the awards for the Named
Executive Officers.
Long-term compensation is delivered through stock options. Stock
options encourage executives to act as owners, which helps to further align
their interests with the interests of our shareholders. The Compensation
Committee generally reviews stock option grants once a year under this program.
The stock options are priced at the volume weighted average trading price of the
Company's common stock within twenty (20) business days preceding the grant. The
options generally vest within four (4) years and expire ten (10) years from the
date of grant. The stock options awarded in 2000 to key employees below the
executive officer level generally become exercisable 25% on the first, second,
third and fourth anniversaries of the grant date. The Compensation Committee
expects to continue to make option grants to individual executives and other
employees with over one year of service to the Company, at the discretion and
with the approval of the Board of Directors and the Compensation Committee.
Stock option grants to the Named Executive Officers are shown in the Summary
Compensation Table on page 10 and the Stock Option Grant Table on page 14.
Olof Nelson
Richard C. Breeden
R. Perry Harris
Page 8
PERFORMANCE GRAPH - SHAREHOLDER RETURN
The following graph compares the performance of the Company's Common
Stock with the performance of the Nasdaq's Composite Stock Price Index and the
Nasdaq Other Financial Index, by measuring the changes in common stock prices
from April 1, 1996, through December 31, 2000. The graph assumes that $100 was
invested on April 1, 1996, in each of the Company's Common Stock, the Nasdaq's
Composite Stock Price Index, and the Nasdaq Other Financial Index, and that all
dividends were reinvested.
Performance Graph - Shareholder Return
[OBJECT OMITTED]
- ---------------------------------- ---------------- ----------- ----------- ----------- ------------ ------------
4/1/1996* 1996 1997 1998 1999 2000
- ---------------------------------- ---------------- ----------- ----------- ----------- ------------ ------------
EQUIVEST FINANCE, INC. $100.00 $16.53 $286.67 $213.33 $320.00 $100.00
- ---------------------------------- ---------------- ----------- ----------- ----------- ------------ ------------
NASDAQ COMPOSITE INDEX $100.00 $116.67 $141.91 $198.15 $367.74 $223.26
- ---------------------------------- ---------------- ----------- ----------- ----------- ------------ ------------
NASDAQ OTHER FINANCIAL INDEX $100.00 $122.99 $193.04 $200.57 $260.63 $187.90
- ---------------------------------- ---------------- ----------- ----------- ----------- ------------ ------------
* On February 16, 1996, the Company acquired Resort Funding, Inc. from
the Bennett Funding Group, Inc. ("BFG"), and BFG became directly and indirectly
holder of approximately 89% of the Company's voting power. Prior to that time,
the Company had discontinued all ongoing activities. The Common Stock closed on
February 16, 1996 at a price of $4.25. On March 29, 1996, BFG and certain
related entities declared bankruptcy and former officers were arrested and
charged with offenses that included operating a pyramid style fraud. The Company
feels that April 1, 1996 (which represents the first trading day after the
bankruptcy filing) is the fairest representation of the stock price related to
the current form and performance of the Company. Any report on the stock price
of the Company's Common Stock prior to this date would not accurately reflect
the business of the Company as presently constituted, and could reflect trading
related to the illicit activity at BFG.
Page 9
EXECUTIVE COMPENSATION
The following table summarizes information about the compensation
received by the Company's Chief Executive Officer and each of the four other
most highly compensated executive officers of the Company (the "Named Executive
Officers") for services rendered to the Company in all capacities during the
three fiscal years ended December 31, 2000.
SUMMARY COMPENSATION TABLE
- -------------------------------------- ---------- ------------------------------------ ---------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
AWARDS
---------- ---------- -------------- -------------------- ------------
OTHER ANNUAL
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY BONUS COMPENSATION OPTIONS COMPENSATION
POSITION YEAR ($) ($) (1) ($) (#) ($)
- ---------------------------------------- --------- ----------- --------- --------------- --------------- ---------------
Richard C. Breeden, 2000 -0- -0- -0- -0- -0-
Chairman, President and 1999 -0- -0- -0- -0- -0-
Chief Executive Officer (2) 1998 -0- -0- -0- -0- -0-
R. Perry Harris, Director and 2000 351,662 -0- -0- -0- -0-
Executive Vice President 1999 302,416 -0- -0- -0- -0-
1998 101,387 -0- -0- -0- -0-
Thomas J. Hamel, Director 2000 230,783 40,000 -0- 50,000 -0-
and Executive Vice President (3) 1999 229,472 80,000 -0- -0- -0-
1998 223,159 80,000 -0- -0- -0-
Gerald L. Klaben, Jr. 2000 179,208 50,000 -0- 65,000 -0-
Chief Financial Officer 1999 156,926 50,000 -0- -0- -0-
and Senior Vice President 1998 152,834 50,000 -0- -0- -0-
Richard G. Winkler, Senior 2000 161,154 65,000 -0- 65,000 -0-
Vice President, Secretary 1999 142,292 40,000 -0- -0- -0-
and General Counsel 1998 45,485 -0- -0- 37,500 -0-
- ---------------------------------------- -------- ------------ --------- --------------- --------------- ---------------
(1) Excludes certain perquisites which do not exceed the lesser of $50,000 or
10% of the named individual's aggregate salary and bonus.
(2) For the periods ending December 31, 1998, 1999 and 2000, the Company did
not compensate Mr. Breeden for his services as Chief Executive Officer. Mr.
Breeden serves as Chief Executive Officer in his capacity as Bankruptcy
Trustee, and is not separately compensated by the Estate for his services
to the Company. However, since January 1, 2000 the Company has paid a
monthly fee to the Estate in order to partially defer the Estate's costs
for providing Mr. Breeden's ongoing compensation.
(3) Mr. Hamel's employment agreement with the Company expires May 29, 2001, and
will not be renewed by the Company.
Page 10
EXECUTIVE OFFICERS
The executive officers of the Company as of April 16, 2001, are as
follows:
------------------------ --------- -------------------------------------------------------
NAME AGE TITLE
------------------------ --------- -------------------------------------------------------
Richard C. Breeden 51 Chairman, President and CEO
Thomas J. Hamel 42 Executive Vice President
R. Perry Harris 61 Executive Vice President
Gerald L. Klaben, Jr. 37 CFO, Senior Vice President and Treasurer
Richard G. Winkler 44 Senior Vice President, Secretary and General Counsel
James R. Petrie 37 Controller
------------------------ --------- -------------------------------------------------------
For biographical information about Messrs. Breeden and Harris, see
"Proposal 1: Election of Directors -- The Board of Directors" above.
THOMAS J. HAMEL has been an Executive Vice President of the Company
since 1998. During 1997, Mr. Hamel served as President and Chief Operating
Officer of the Company. Mr. Hamel is a member of the Board of Directors but has
not been re-nominated and will cease to be an employee when his employment
agreement expires in May 2001, and will cease to be a director when his term
expires June 4, 2001.
GERALD L. KLABEN, JR. currently serves as Chief Financial Officer,
Senior Vice President and Treasurer of the Company. Mr. Klaben also served as
Executive Vice President and Treasurer of the Company from October 1997 through
October 1998. Mr. Klaben is the Executive Vice President and Chief Financial
Officer of Resort Funding, Inc., a subsidiary of the Company, and has held those
positions since July 1996. From November 1989 through July 1996, he served as a
financial officer of the Pyramid Companies, one of the largest developers of
shopping malls in the Northeastern United States. Mr. Klaben is a graduate of
LeMoyne College.
RICHARD G. WINKLER has been Senior Vice President of the Company since
October 1998 and was appointed General Counsel of the Company in August 1999.
Since August 1999, Mr. Winkler has also been General Counsel of Resort Funding.
Mr. Winkler serves as Senior Vice President, Chief Operating Officer and General
Counsel of Eastern Resorts Corporation , positions he has held since October of
1998. Mr. Winkler has been General Counsel to Eastern Resorts and its
predecessor, Inn Group Associates, since 1983 and, since 1994, a Vice President
of Eastern Resorts Corporation. Mr. Winkler received his Bachelor of Arts degree
from the University of Rhode Island and his Juris Doctorate from the New England
School of Law.
JAMES R. PETRIE has been Controller of the Company since 1997 and
Controller of Resort Funding, Inc. since September 1996. From June 1992 through
September 1996, he served in various accounting and financial capacities for the
Pyramid Companies. Mr. Petrie is a graduate of Loyola College.
Page 11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -- EMPLOYMENT AND CONSULTING
AGREEMENTS
As of April 16, 2001, the Company has employment agreements with
Messrs. Klaben, Hamel and Harris. The employment agreements generally provide
for payment of an annual base salary, subject to review for increase by the
Compensation Committee and increases annually by the same percentage increase as
the urban consumer price index. The employment agreements also generally provide
for: (i) continued payment of base salary, target cash bonuses, and other
benefits for the remainder of the employment period in the event the executive's
employment is terminated by the Company for any reason other than for "cause" or
if the executive resigns for "good reason"; (ii) participation in certain
benefit plans and programs (including life insurance and medical benefits);
(iii) other restrictive covenants including nondisclosure, non-compete and
non-solicitation of employees; (iv) annual and long term incentive compensation
opportunities; and (v) deferred compensation arrangements. Furthermore, the
employment agreements provide minimum guidelines for target annual incentive
opportunity as a percent of their base salaries.
Mr. Klaben's employment agreement was executed on July 15, 1996 with
Resort Funding, Inc., and has been renewed until July 2001 under the same terms
and conditions as in the original agreement. Mr. Klaben's employment agreement
provides for an initial three year term, and for successive one-year renewal
terms thereafter unless either party gives notice of non-renewal at least 90
days prior to the expiration of the then term. Mr. Klaben's base salary as of
year-end 2000 was $200,000. Mr. Klaben's agreement provides for not less than a
$50,000 annual bonus. Mr. Hamel's employment agreement was executed on May 29,
1997 and provided for an initial term of three years and not less than an
$80,000 annual bonus. His base salary as of year-end 2000 was $235,100. Mr.
Hamel's employment agreement was renewed for an additional one-year term which
expires on May 29, 2001. The Company has elected not to renew Mr. Hamel's
employment agreement at the expiration of its term in May 2001.
Mr. Harris' agreement was executed on August 24, 1998 with Eastern
Resorts Corporation, and is for an initial employment term of five years. Mr.
Harris' employment agreement will be considered for renewal in August 2003. Mr.
Harris' base salary as of year-end 2000 was $400,000. Mr. Harris' agreement
provides for an annual bonus of 40%-60% of the base salary if Eastern Resorts
Corporation achieves targeted levels of profitability, which it failed to do in
either 1998, 1999 or 2000. Under his agreement, Mr. Harris will receive stock
options covering 30,000 shares if the Company reaches at least 100%, but less
than 125%, of the "Pre-Tax Profit Target" (as defined in the employment
agreement) for any fiscal year, and stock options covering 60,000 shares if the
Company equals or exceeds 125% of the Pre-Tax Profit Target for a fiscal year.
Mr. Harris' employment agreement provides that stock options granted will have
an exercise price of the fair market value of the stock option shares on the
date of grant of such options and will expire on the tenth anniversary from
their date of grant.
Page 12
STOCK OWNERSHIP OF DIRECTORS, CERTAIN EXECUTIVE OFFICERS, AND PRINCIPAL
STOCKHOLDERS
The following table sets forth information as of April 16, 2001, with
respect to the beneficial ownership of the outstanding shares of Common Stock
held by each director, each executive officer named in the Summary Compensation
Table appearing on page 10 (together, the "Named Executive Officers"); the
directors and executive officers as a group; and with respect to persons known
to the Company to be the beneficial owners of more than five percent (5%) of the
outstanding shares of Common Stock and Series 2 Preferred Stock of the Company.
Except as otherwise noted below, each director or nominee for director and the
executive officers have sole voting and investment power with respect to the
shares they individually own.
- ---------------------------------------------------------------------------------------------- -------------- --------
OWNERSHIP OF COMMON STOCK $.01 PAR VALUE PER SHARE NUMBER OF % OF
SHARES CLASS
(1)
- ---------------------------------------------------------------------------------------------- -------------- --------
Bennett Funding Group, Inc., consolidated Estate, Richard C. Breeden Trustee (2) 20,685,482 73.64
Richard C. Breeden, Individually -0- -0-
R. Perry Harris (3) 3,200,000 11.39
Olof Nelson -0- -0-
Thomas J. Hamel -0- -0-
C. Wayne Kinser 1,978,347 7.04
Jeff Cunningham -0- -0-
Steven J. Quamme -0- -0-
J. Carter Beese, Jr. -0- -0-
Gerald L. Klaben, Jr. -0- -0-
Richard G. Winkler -0- -0-
All directors & Named Executive Officers as a group (10 persons) 5,178,347 18.43
- ---------------------------------------------------------------------------------------------- -------------- --------
OWNERSHIP OF SERIES 2 CLASS A PREFERRED STOCK
- ---------------------------------------------------------------------------------------------- -------------- --------
Bennett Funding Group, Inc., consolidated Estate, Richard C. Breeden Trustee 10,000 100
- ---------------------------------------------------------------------------------------------- -------------- --------
(1) Percentages are based upon 28,089,722 shares of Common Stock outstanding.
(2) Includes the following accounts and shares per account: The Bennett Funding
Group, Inc. (12,892,963 shares); Richard C. Breeden, Trustee for The
Bennett Funding Group, Inc. (5,271,000 shares); Richard C. Breeden
Bankruptcy Trustee of Bennett Management & Development Corp. (200,000
shares); Bennett Management & Development Corp. (2,321,285 shares). The
bankruptcy proceedings involving the Bennett Funding Group, Inc. and
Bennett Management & Development Corp. have been substantially
consolidated, and Richard C. Breeden is Trustee of both individual entities
and the consolidated Estate.
(3) Includes 160,000 shares owned by Mr. Harris' wife, Karen Harris. Mr. Harris
disclaims beneficial ownership of these shares.
Page 13
EXECUTIVE STOCK OPTIONS
OPTION GRANTS IN FISCAL YEAR ENDING DECEMBER 31, 2000
The following table provides information about option grants to the
Named Executive Officers of the Company during fiscal year 2000.
- ----------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------------
NUMBER OF PERCENT OF POTENTIAL REALIZABLE
SECURITIES TOTAL OPTIONS VALUE AT ASSUMED ANNUAL
UNDERLYING GRANTED TO EXERCISE OR RATES OF STOCK PRICE
OPTIONS EMPLOYEES IN BASE PRICE APPRECIATION FOR OPTION
NAME GRANTED (#) FISCAL YEAR ($/SH) EXPIRATION DATE TERM ($)
- ----------------------------------------------------------------------------------------------------------------------
5% 10%
-- ---
Richard C. Breeden -0- 0% n/a n/a n/a n/a
R. Perry Harris -0- 0% n/a n/a n/a n/a
Thomas J. Hamel 50,000 5.3% $2.65 9/10/2010 83,329 211,171
Gerald L. Klaben, Jr. 25,000 2.7% $3.36 5/14/2010 52,827 133,874
Gerald L. Klaben, Jr. 40,000 4.3% $2.65 9/10/2010 66,663 168,937
Richard G. Winkler 25,000 2.7% $3.36 5/14/2010 52,827 133,874
Richard G. Winkler 40,000 4.3% $2.65 9/10/2010 66,663 168,937
- ----------------------------------------------------------------------------------------------------------------------
AGGREGATE OPTIONS EXERCISED IN FISCAL YEAR ENDING DECEMBER 31, 2000
AND YEAR-END OPTION VALUES
The following table provides information about stock option exercises
by the Named Executive Officers during fiscal year 2000 and stock options held
by each of them at fiscal year-end.
- -----------------------------------------------------------------------------------------------------------------------
NAME SHARES VALUE NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED
ON
EXERCISE REALIZED UNEXERCISED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT FISCAL
(#) ($) YEAR-END (#) YEAR-END ($) (1)
EXERCISABLE / UNEXERCISABLE EXERCISABLE / UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------------
Richard C. Breeden (2) -0- -0- -0- -0- -0- -0-
R. Perry Harris -0- -0- -0- -0- -0- -0-
Thomas J. Hamel -0- -0- 300,000 50,000 262,500 -0-
Gerald L. Klaben, Jr. -0- -0- 75,000 65,000 65,625 -0-
Richard G. Winkler -0- -0- 18,750 83,750 -0- -0-
- -----------------------------------------------------------------------------------------------------------------------
(1) Values for "in-the money" outstanding options represent the positive spread
between the respective exercise prices of the outstanding options and the
value of the Common Stock as of December 31, 2000.
(2) The Estate is the beneficial holder of 200,000 stock options issued in the
name of Mr. Breeden as Trustee, issued on December 23, 1997
Page 14
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Based on the recommendation of its Audit Committee, the Board of
Directors has appointed Firley, Moran, Freer & Eassa, P.C. to retain their
position as the Company's independent auditors for the 2001 fiscal year. Firley,
Moran, Freer & Eassa, P.C. has been the Company's independent auditors since
October 1996. If the appointment of Firley, Moran, Freer & Eassa, P.C. is not
ratified, the Board of Directors will review its future selection of auditors.
Firley, Moran, Freer & Eassa, P.C. is expected to have a representative at the
Annual Meeting. This representative will be available to respond to appropriate
questions at that time and will have an opportunity to make a statement, if he
or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
FEES PAID TO INDEPENDENT AUDITORS
Firley, Moran, Freer & Eassa, P.C., serves as the independent auditors
for Equivest Finance, Inc. The following sets forth the fees incurred by the
Company for Firley, Moran, and Freer & Eassa, P.C.'s services:
AUDIT FEES--for the audit of year 2000 financial statements, the quarterly $ 380,721
reviews of the Company's interim reports filed during the year 2000, and
meetings with the Audit Committee
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES-- $ 0
ALL OTHER FEES INCURRED DURING 2000--substantially all in connection with $ 224,909
income tax compliance, and income tax accounting, income tax planning, and
account analysis services
Page 15
EXPENSES OF SOLICITATION
Proxies may be solicited by the Company's directors, officers or other
employees, without additional compensation, personally or by written
communication, telephone or other electronic means. The Company has asked
Continental Stock Transfer and Trust for a customary fee, plus out-of-pocket
expenses, to assist in the solicitation. All expenses incurred in connection
with the solicitation of proxies will be borne by the Company. The Company will
also request brokerage houses, custodians, fiduciaries and nominees to forward
proxy materials to their principals and will reimburse them for their reasonable
expenses in doing so.
STOCKHOLDERS PROPOSALS
Proposals of Stockholders intended to be presented at the 2002 Annual
Meeting of Stockholders must be received by the Company on or before December 6,
2001, to be eligible for inclusion in the Company's proxy statement and proxy
relating to that meeting. Proposals should be addressed to Attn: Legal
Department, Equivest Finance, Inc., P.O. Box 2000, Newport, Rhode Island, 02840.
Under Securities and Exchange Commission Rule 14-4c, the Company will be able to
use proxies given to it for the 2002 Annual Meeting to vote for or against any
Stockholder proposal submitted other than pursuant to Rule 14a-8 at its
discretion unless the proposal is submitted on or before February 19, 2002. If
the proposal is submitted before the deadline, the Company will retain its
discretion to vote proxies received as long as the Proxy Statement includes
information on the nature of the proposal and the Company intends to exercise
its voting discretion and the proponent does not issue a proxy statement.
OTHER INFORMATION
As to any other matter or proposal that may properly come before the
meeting, including voting for the election of any person as a director in place
of a nominee named herein who becomes unable to serve or for good cause will not
serve, and voting on proposals omitted from the proxy statement pursuant to the
Securities and Exchange Commission Rules, the Company intends to vote all
proxies received in accordance with the discretion of the proxy holders, to the
extent permitted by law.
The following reports are enclosed for your further information, none
of which under the Securities and Exchange Act form any part of the material for
the solicitation of proxies: Equivest Finance, Inc.'s Annual Report on Form 10-K
for the fiscal year ending December 31, 2000. Copies of the exhibits referenced
in the Annual Report may be obtained by writing to: Legal Department, Equivest
Finance, Inc., PO Box 2000, Newport, Rhode Island 02840 at a cost of $.10 per
page to cover expenses of providing the exhibit.
By Order of the Board of Directors
Richard G. Winkler
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
April 30, 2001
Page 16
EXHIBIT A
EQUIVEST FINANCE, INC. - AUDIT COMMITTEE CHARTER
I. PURPOSE AND OBJECTIVES
The Audit Committee (the "Committee") is a committee of the Board of
Directors ( "Board") of Equivest Finance, Inc. (the "Company"). The primary
function of the Audit Committee is to assist the Board in fulfilling it's
oversight responsibilities by reviewing: the financial information and reports
provided by the Company to any governmental body or the public; the Company's
systems of internal controls regarding finance, accounting, legal compliance,
and ethics that management and the Board of Directors have established; and the
Company's auditing, accounting and financial reporting processes generally.
Consistent with this function, the Audit Committee should encourage continuous
improvement of, and should foster adherence to, the Company's policies,
procedures and practices at all levels. Through this charter, the Board
delegates certain duties and responsibilities to the Committee to assist the
Committee in fulfilling these responsibilities. The primary objectives and
responsibilities of the Committee are to:
Serve as an independent and objective party to monitor the Company's
financial reporting process and internal control systems.
Review and appraise the audit efforts of the Company's independent
accountants.
Provide an open avenue of communication between the independent
accountants, financial and senior management and the Board of
Directors.
II. COMPOSITION AND MEMBERSHIP REQUIREMENTS
Effective June 14, 2001, the Committee will consist of at least three
independent directors of the Company. To be considered independent, a member
must be a non-management director, free from any relationship that, in the
opinion of the Board, would interfere with the exercise of independent judgment
as a Committee member. At a minimum, members of the Committee:
1. Must not be, or have been, employed by the Company or its affiliates for
any of the past three (3) years.
2. Must not accept any compensation from the Company or any of its affiliates
in excess of sixty thousand dollars ($60,000.00), except for Board
services, retirement plan benefits, or non-discretionary compensation.
3. Must not be an immediate family member of an individual who is, or who has
been, an executive officer of the Company or its affiliates in any of the
last three (3) years.
4. Must not be a partner in, or a controlling shareholder or an executive
officer of, any organization which has a business relationship with the
Company or has had a business relationship in any of the last three (3)
years.
5. Must not be an executive of another company where any of the Company's
executives serve on the company's compensation committee.
All members of the Committee will have a working familiarity with basic finance
and accounting principles, and at least one member shall have accounting or
related financial management experience. Committee members may enhance their
familiarity with finance and accounting by participating in educational programs
conducted by the Company or an outside consultant. The Committee shall have a
Chairperson, appointed by the Board. A record of the Committee's proceedings
will be kept.
III. MEETINGS
The Committee shall meet at least four times a year or more frequently
as circumstances require, but in any case, sufficiently often to review the
annual and quarterly financial statements, the activities and reports of the
internal auditor and the independent accountants, and other matters requiring
consideration by the Committee. The Committee's Chairperson may call other
meetings during the year as necessary. The Committee may ask members of
management or others to attend the meetings and provide pertinent information as
necessary. The Committee shall have the power to adopt its own operating rules
and procedures and to call upon assistance from officers and employees of the
Company. The Committee shall report its activities to the full Board following
each meeting of the Committee and to keep the Board informed of Committee
activities and findings on a current basis.
IV. AUTHORITY
To discharge its oversight responsibilities effectively, the Committee
will maintain open lines of communication with the Chief Financial Officer,
chief internal auditor, and with the Company's independent auditors, each of
whom will have free and direct access to the Committee. The Committee has the
authority to institute, at its discretion, investigation of suspected
improprieties.
V. DUTIES AND RESPONSIBILITIES
To fulfill its responsibilities and duties, the Audit Committee shall:
DOCUMENT / REPORTS REVIEW
1. Review and update this charter periodically, at least annually,
as conditions dictate. Review the Company's annual audited
financial statements and any reports or other financial
information submitted to any governmental body, or the public,
including any certification, report, opinion, or review rendered
by the independent accountants.
2. Review with financial management and the independent accountants
the 10-Q prior to its filing or prior to the release of earnings.
The Chair of the Committee may represent the entire Committee for
purposes of this review.
INDEPENDENT ACCOUNTANTS
3. Recommend to the Board of Directors the selection, retention, or
change in the Company's independent accountants, considering
independence and effectiveness and approve the fees and other
compensation to be paid to the independent accountants. On an
annual basis, the Committee should review and discuss with the
accountants all significant relationships the accountants have
with the Company to determine the accountant's independence.
4. Review the performance of the independent accountants and approve
any proposed discharge of the independent accountants when
circumstances warrant.
5. Obtain an annual written statement from the independent
accountants delineating all relationships between the accountant
and the Company, consistent with the Independence Standards Board
Standard 1. The Committee will also discuss any relationships
that may impair the accountant's independence and take such
actions, or make recommendations to the Board regarding actions
to be taken to remedy such impairment.
6. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness
and accuracy of the organization's financial statements. The
Committee will also consult with management and the independent
accountants about significant financial risk exposures within the
business, and assess the steps taken to monitor and control such
exposures to the Company.
7. Provide supervisory oversight for, and review with senior
management and the independent accountants, the adequacy of the
development and maintenance of the system of internal controls
(including computerized information system controls and
security). These controls should be designed to assure the
integrity of the Company's financial reporting processes, both
internal and external, to assure that assets are safeguarded,
transactions are authorized, and that transactions are properly
recorded.
FINANCIAL REPORTING PROCESS
8. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial
reporting processes, both internal and external.
9. Consider the independent accountants' judgment about the quality
and appropriateness of the Company's accounting principles and
internal controls as applied in its financial reporting.
10. Consider and approve, if appropriate, major changes to the
Company's auditing and accounting principles and practices
suggested by the independent accountants or management.
PROCESS IMPROVEMENT
11. Establish regular and separate systems of reporting to the Audit
Committee by each of management and the independent accountants
regarding any significant judgments made in management's
preparation of the financial statements and the view of each as
to appropriateness of such judgments.
12. Following the completion of the annual audit, review separately
with each of management and the independent accountants any
significant difficulties encountered during the course of the
audit, including any restrictions on the scope of work or access
to required information.
13. Review any significant disagreement between management and the
independent accountants in connection with the preparation of the
financial statements.
14. Review with the independent accountants and management the extent
to which changes or improvements in financial or accounting
practices, as approved by the Audit Committee, have been
implemented. This review should be conducted at an appropriate
time subsequent to implementation of changes or improvements, as
decided by the Committee.
ETHICAL AND LEGAL COMPLIANCE
15. Comply with all regulations of the U.S. Securities and Exchange
Commission and NASDAQ as they relate to disclosures and corporate
governance.
16. Establish, review and update periodically a Code of Ethical
Conduct and ensure that management has established a system to
enforce this Code.
17. Review management's monitoring of the Company's compliance with
the Company's Code of Ethical Conduct, and ensure that management
has the proper review system in place to ensure that the
Company's financial statements, reports and other financial
information disseminated to governmental organizations, and the
public satisfy legal requirements.
18. Review with the Company's General Counsel any legal, compliance
or regulatory matters that may have a material impact on the
Company's financial statements, such as related Company
compliance policies, corporate securities trading and expense
policies, and programs and reports received from regulators.
19. Prepare a letter for inclusion within the annual report that
describes the Committee's composition and responsibilities and
how they were discharged.
20. Perform other activities consistent with this charter, the
Company's bylaws and governing law, as the Committee or the Board
deems necessary or appropriate.
APPENDIX A - FORM OF PROXY
PLEASE MARK VOTES AS IN THIS EXAMPLE [X]
REVOCABLE PROXY
EQUIVEST FINANCE, INC.
ANNUAL MEETING OF STOCKHOLDERS JUNE 4, 2001
The undersigned hereby appoints Richard G. Winkler or Sherri M. Durand
as the true and lawful agents and proxies of the undersigned, with full power of
substitution, to represent the undersigned and to vote all shares of stock which
the undersigned is entitled in any capacity to vote at the 2001 Annual Meeting
of Stockholders of EQUIVEST FINANCE, INC. (the "Company") to be held at the Long
Wharf Resort, 5 Washington Street, Newport, Rhode Island, at 11:00 a.m. on
MONDAY, JUNE 4, 2001, and at any and all adjournments and postponements thereof,
on the matters set forth below, and, in their discretion, upon all matters
incident to the conduct of the Annual Meeting of the Stockholders and upon such
other matters as may properly be brought before the meeting. This proxy revokes
all prior proxies given by the undersigned.
1. THE ELECTION OF DIRECTORS OF ALL NOMINEES LISTED (EXCEPT AS MARKED TO THE
CONTRARY BELOW):
[ ] FOR ALL [ ] WITHHOLD ALL [ ] FOR ALL EXCEPT
RICHARD C. BREEDEN, R. PERRY HARRIS, OLOF NELSON, JEFF CUNNINGHAM, STEVEN J.
QUAMME, J. CARTER BEESE, JR.
- --------------------------------------------------------------------------------
INSTRUCTION: To withhold authority for any individual nominee, mark "For All
Except" and write that nominee's name here:
2. THE RATIFICATION OF THE APPOINTMENT OF FIRLEY, MORAN, FREER, & EASSA, P.C. TO
SERVE AS INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)
(CONTINUED FROM OTHER SIDE)
This proxy, when properly executed, will be voted in the manner directed hereby
by the undersigned Stockholder. If no direction is made, this proxy will be
voted FOR all items set forth herein. Receipt is hereby acknowledged for the
Notice, Proxy Statement and Annual Report of EQUIVEST FINANCE, INC. for the 2000
fiscal year.
Please be sure to sign and date this Proxy on the lines provided exactly as your
name appears hereon. Joint owners should each sign. Trustees, executors,
administrators and others signing in a representative capacity should indicate
this capacity. An authorized officer may sign on behalf of a corporation and
should indicate the name of the corporation and his capacity
Date _______________________________
----------------------------------- -----------------------------------
STOCKHOLDER SIGN ABOVE CO-HOLDER (IF ANY) SIGN ABOVE
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY. The Board of
Directors recommends a vote FOR Proposals 1 and 2.
THIS PROXY CAN BE USED TO VOTE IN THE PROXY'S DISCRETION ON ANY MATTERS THAT MAY
COME UP AT THE MEETING THAT ARE NOT OTHERWISE COVERED BY THIS REVOCABLE PROXY.
Please indicate whether you will be attending the Annual Meeting of the
Stockholders in person.
[ ] WILL ATTEND [ ] WILL NOT ATTEND