SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/[X]
Filed by a Party other than the Registrant / /[ ]
Check the appropriate box:
/ /[ ] Preliminary Proxy Statement / /[ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/[X] Definitive Proxy Statement
/ /[ ] Definitive Additional Materials
/ /[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
- - --------------------------------------------------------------------------------________________________________________________________________________________
UNICO AMERICAN CORPORATION
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------------________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/[X] $125 per Exchange Act Rules 0-11(e)0-11(c)(1)(iii), 14a-6(i)(1), or 14a-6(j)(2) or
Item 22(a)(2) of Schedule 14A.
/ /[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ /[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)14a(6(i)(4) and 0-11.
(1) Title of Each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how itis was determined):
-----------------------------------------------------------------------determined:
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(4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
/ /[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number , or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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UNICO AMERICAN CORPORATION
23251 Mulholland Drive
Woodland Hills, California 91364-2732
-----------------___________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 11, 1995SEPTEMBER 6, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of shareholdersShareholders of
Unico American Corporation (the "Company") to be held at the Holiday Inn
Woodland Hills, 21101 Ventura Boulevard,Warner Center
Marriott, 21850 Oxnard Street, Woodland Hills, California 91364,91367, at 2:00 p.m.
local time, to consider and act upon the following matters:
1. The election of seven (7) directors to hold office until the
next annual meeting of shareholders and thereafter until their successors are
elected and qualified; and
2. The transaction of such other business as may properly be
brought before the meeting.
The Board of Directors has fixed the close of business on July 14, 1995,19, 1996, as
the record date for the determination of shareholders who will be entitled to
notice of and to vote at the meeting. The voting rights of the shareholders
are described in the Proxy Statement.
IT IS IMPORTANT THAT ALL SHAREHOLDERS BE REPRESENTED AT THE ANNUAL MEETING.
SHAREHOLDERS WHO DO NOT PLAN TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
VOTE, DATE, AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE-PAID
AND ADDRESSED RETURN ENVELOPE. PROXIES ARE REVOCABLE AT ANY TIME, AND
SHAREHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXIES AND
VOTE IN PERSON IF THEY SO DESIRE.
By Order of the Board of Directors,
/s/ ERWIN CHELDIN
-------------------------------------
Erwin Cheldin
Chairman of the Board, President, and
Chief Executive Officer
Woodland Hills, California
July 17, 199522, 1996
UNICO AMERICAN CORPORATION
-----------------_____________________
PROXY STATEMENT
-----------------_____________________
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 11, 1995SEPTEMBER 6, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Unico American Corporation, a Nevada
Corporation (the "Company"), for use at the Annual Meeting of Shareholders of
the Company to be held at the Holiday Inn Woodland Hills, 21101 Ventura
Boulevard,Warner Center Marriott, 21850 Oxnard Street,
Woodland Hills, California 9136491367 on August 11, 1995,September 6, 1996, at 2:00 p.m. local
time. Accompanying this Proxy Statement is a proxy card, which you may use
to indicate your vote as to each of the proposals described in this Proxy
Statement.
All proxies which are properly completed, signed, and returned to the Company
prior to the Annual Meeting, and which have not been revoked, will be voted.
A shareholder may revoke his or her proxy at any time before it is voted
either by filing with the Secretary of the Company at its principal executive
offices a written notice of revocation or a duly executed proxy bearing a
later date, or by appearing in person at the Annual Meeting and expressing a
desire to vote his or her shares in person.
The close of business on July 14, 1995,19, 1996, has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
Annual Meeting or any adjournment thereof. As of the record date, the
Company had outstanding 5,957,6455,972,668 shares of common stock, the only
outstanding voting securities of the Company. For each share held on the
record date, a shareholder is entitled to one vote on all matters to be
considered at the Annual Meeting. The Company's Articles of Incorporation do
not provide for cumulative voting. Directors are elected by a plurality of
the votes cast and abstentions and broker non-votes are counted for the
purposes of determining the existence of a quorum at the meeting, but not for
purposes of determining the results of the vote.
The cost of preparing, assembling, and mailing the Notice of Annual Meeting,
this Proxy Statement, and the proxies will be borne by the Company. In
addition to solicitation by mail, officers and other employees of the Company
may solicit proxies by telephone, telegraph,facsimile, or personal contact without
additional compensation.
The Company's principal executive offices are located at 23251 Mulholland
Drive, Woodland Hills, California 91364-2732. The approximate mailing date
of this Proxy Statement and the Company's proxy is July 17, 1995.22, 1996.
ELECTION OF DIRECTORS
The Company's By-Laws provide for a range of three to eleven directors
and allow the Board of Directors to set the exact number of authorized
directors within that range. The current number of authorized directors
established by the Board of Directors is eight (8). There is a vacancy on
the Board of Directors and the Board has determined not to nominate any
person to fill such vacancy at this time. Directors are elected at each
Annual Meeting of Shareholders to serve thereafter until their successors
have been duly elected and qualified. Each nominee is currently a director,
having served in that capacity since the date indicated in the table below.
All nominees have advised the Company that they are able and willing to serve
as directors. If any nominee refuses or is unable to serve (an event which
is not anticipated), the persons named in the accompanying proxy will vote
for another person nominated by the Board of Directors, provided, however,
that the proxies cannot be voted for a greater number of persons than 7.
Unless otherwise directed in the accompanying proxy, the persons named
therein will vote FOR the election of the seven nominees listed below.
1
The following table provides certain information as of July 14, 199519, 1996, for
each person named for election as a director, which includes all executive
officers of the Company:
Present Position
with Company or First
Principal Occupation Elected
Age and Prior History Director
--- ----------------- --------
Erwin Cheldin 63 President, Chief Executive 1969
Officer and Director since 1969.
Chairman of the Board since 1987.
Cary L. Cheldin 38Present Position
with Company or First
Principal Occupation Elected
Age and Prior History Director
--- -------------------- --------
Erwin Cheldin 64 President, Chief Executive 1969
Officer and Director since 1969.
Chairman of the Board since 1987.
Cary L. Cheldin 39 Executive Vice President since 1991, 1983
Vice President 1986 to 1991 and
Secretary 1987 to 1991.
Lester A. Aaron, CPA 49 Treasurer and Chief Financial 1985
Officer since 1985.
Secretary 1991 to 1992.
George C. Gilpatrick 50 Treasurer and Chief Financial 1985
Officer since 1985.
Secretary 1991 to 1992.
George C. Gilpatrick 51 Vice President, Management 1985
Information Systems, since 1981.
Secretary since 1992.
Roger H. Platten 45 Vice President since 1988 and 1987
General Counsel since 1985.
David A. Lewis, CPCU 73 Director 1989
Retired insurance executive
with over 40 years insurance
experience. Last 27 years
with Transamerica group of
insurance companies.
Bernard R. Gans 46 Vice President since 1988 and 1987
General Counsel since 1985.
David A. Lewis, CPCU 74 Director 1989
Retired insurance executive
with over 40 years insurance
experience. Last 27 years
with Transamerica group of
insurance companies.
Bernard R. Gans 47 Director 1989
Attorney specializing in
intellectual property law since 1973.
Except for Cary Cheldin, who is the son of Erwin Cheldin, none of the
executive officers or directors of the Company is related to any other
officer or director of the Company. The executive officers of the Company
are elected by the Board of Directors and serve at the pleasure of the Board.
During the fiscal year ended March 31, 1995,1996, the Company's Board of Directors
held two meetingsone meeting at which all directors were present. Non-management
directors receive $1,000 for each board meeting they attend. The Board of
Directors has established an Audit Committee presently consisting of
Messieurs Lewis, Gans and Aaron. The Audit Committee of the Board of
Directors is responsible for coordinating matters with the outside
independent auditors and reviewing internal and external accounting controls.
The Audit Committee held one meeting subsequent to the end of the 19951996
fiscal year to discuss accounting and financial statement matters related to
the fiscal year ended March 31, 1995.1996. The Board of Directors has also
established a Compensation Committee presently consisting of Messieurs Cary
Cheldin, Aaron and Gans. This Committee considers and recommends to the
Board of Directors compensation for executive officers. The Compensation
Committee held one meeting during the fiscal year ended March 31, 1995.1996.
2
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 14, 1995,15, 1996, the names and holdings
of all persons who are known by Company to own beneficially more than 5% of
its outstanding common stock, its only class of outstanding voting
securities, and the beneficial ownership of such securities held by each
Director and all Executive Officers and Directors as a group. Unless
otherwise indicated, the Company believes that each of the persons set forth
below has the sole power to vote and dispose of the shares listed opposite
his name.
Amount Beneficially Owned
--------------------------------------- (1)
Options Percent
Without Currently of
Name of Beneficial Owner Options Exercisable Total Class
- - ------------------------ ------- ----------- ----- -------
Certain Beneficial Owners
- - -------------------------
Erwin Cheldin 2,202,670 81,943 2,284,613 37.8%
23251 Mulholland Drive
Woodland Hills, CA 91364
National Reinsurance Corp. 432,092(2) 0 432,092 7.3%
777 Long Ridge Road
Stamford, CT 06904
Dimensional Fund
Advisors Inc. 348,600(4) 0 348,600 5.9%
1299 Ocean Avenue
Santa Monica, CA 90401
Allen & Company Inc. 341,000(3) 0 341,000 5.7%
711 Fifth Avenue
New York, NY 10022
Cary L. Cheldin 207,552 114,284 321,836 5.3%
23251 Mulholland Drive
Woodland Hills, CA 91364
Executive Officers and Directors
- - --------------------------------
Erwin Cheldin 2,202,670 81,943 2,284,613 37.8%
Cary L. Cheldin 207,552 114,284 321,836 5.3%
Lester A. Aaron 106,417 78,334 184,751 3.1%
George C. Gilpatrick 106,544 78,333 184,877 3.1%
Roger H. Platten 8,066 116,776 124,842 2.1%
David A. Lewis 3,000 0 3,000 0.0%
Bernard R. Gans 0 0 0 0.0%
All executive officers & directors
as a group (7 Persons) 2,634,249 469,670 3,103,919 48.3%
(1) Includes for each person or group, shares issuable upon exercise of
presently exercisable options or options exercisable within 60 days, held
by such person or group.
(2) Per Schedule 13D dated January 15, 1993.
(3) Per Schedule 13D dated April 20, 1993.
(4) Per Schedule 13G dated January 31, 1995.
Amount Beneficially Owned
------------------------------------- (1)
Options Percent
Without Currently of
Name of Beneficial Owner Options Exercisable Total Class
- ------------------------ ------- ----------- ----- -------
Certain Beneficial Owners
- -------------------------
Erwin Cheldin 2,202,670 81,943 2,284,613 37.8%
23251 Mulholland Drive
Woodland Hills, CA 91364
National Reinsurance Corp. 432,092 (2) 0 432,092 7.2%
777 Long Ridge Road
Stamford, CT 06904
Dimensional Fund
Advisors Inc. 378,100 (3) 0 378,100 6.3%
1299 Ocean Avenue
Santa Monica, CA 90401
Executive Officers and Directors
- --------------------------------
Erwin Cheldin 2,202,670 81,943 2,284,613 37.8%
Cary L. Cheldin 164,052 129,355 293,407 4.8%
Lester A. Aaron 106,417 78,334 184,751 3.1%
George C. Gilpatrick 107,017 78,333 185,350 3.1%
Roger H. Platten 16,346 121,182 137,528 2.3%
David A. Lewis 3,000 0 3,000 0.0%
Bernard R. Gans 0 0 0 0.0%
All executive officers & directors
as a group (7 Persons) 2,599,502 489,147 3,088,649 47.8%
(1) Includes for each person or group, shares issuable upon exercise of
presently exercisable options or options exercisable within 60 days, held by
such person or group.
(2) Per Schedule 13D dated January 15, 1993.
(3) Per Schedule 13G dated February 7, 1996, of the 378,100 shares beneficially
owned, Dimensional Fund Advisors Inc. has sole voting power over 227,400
shares and shared voting power over 150,700 shares.
3
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF EXECUTIVE COMPENSATION
The following table sets forth a comprehensive overview of allinformation as to executive compensation paid
to the chief executive officer and the other four most highly compensated
executive officers of the Company for the fiscal years ended March 31, 1996,
1995 1994 and 1993.1994.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
-------------------------- --------------------------------------------------------------------
Awards Payouts
----------------------------------------------- -------
Other Securities
Annual Restricted Underlying All Other
Compen- Stock Options/ LTIP Compen-
Name and Position Salary Bonus sation Awards SARs Payouts sation(1)sation (1)
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- - ------------------ ---- ------- ------ ----- ------- ---------- ---------- ------- ----------
Erwin Cheldin 1996 426,594 48,000 -- -- -- -- 22,500
President, Chief 1995 423,264 48,000 -- -- -- -- 22,500
President, ChiefExecutive Officer 1994 415,578 48,000 -- -- -- -- 28,301
Executive Officer 1993 400,208 50,000 -- -- 81,943(2) -- 18,308
and Chairman of
the Board
Cary L. Cheldin 1996 197,500 48,000 -- -- -- -- 22,500
Executive Vice 1995 175,560 48,000 -- -- 25,164 -- 22,500
Executive VicePresident 1994 166,230 48,000 -- -- -- -- 25,708
President 1993 165,280 42,000Lester A. Aaron 1996 169,714 45,000 -- -- 245,164(2) -- 16,582
Lester A. Aaron-- 22,500
Treasurer and 1995 169,080 45,000 -- -- -- -- 22,500
Treasurer andChief Financial 1994 166,230 48,000 -- -- -- -- 25,708
Chief Financial 1993 165,280 42,000 -- -- 45,000(2) -- 16,582
Officer
George C. Gilpatrick 1996 157,589 45,000 -- -- -- -- 22,500
Vice President 1995 154,968 45,000 -- -- -- -- 22,500
Vice Presidentand Secretary 1994 151,686 44,000 -- -- -- -- 23,482
and Secretary 1993 150,818 38,000Roger H. Platten 1996 170,560 48,000 -- -- 45,000(2) -- 15,105
Roger H. Platten-- 22,500
Vice President 1995 152,520 46,000 -- -- 65,000 -- 22,500
Vice President 1994 139,683 44,000 -- -- -- -- -- 22,042
1993 125,811 34,500 -- -- 37,729(2) -- 12,825
22,042
(1) Represents amounts contributed to the persons account under the Company's
profit sharing plan, all of which is fully vested. See "Profit Sharing
Plan."
(2) Represents previously issued options which were canceled and reissued on
May 15, 1992 based on the then fair market value of the stock.
4
OPTION/OPTION / SAR GRANTS IN LAST FISCAL YEAR
The following table provides information with respectNo stock options were granted to grants of options to
namedany executive officersofficer during the fiscal year
ended March 31, 1995.1996. The Company has no stock appreciation rights.
OPTION GRANT TABLE
Potential Realizable Value
Percent At Assumed Annual Rates
of Total of Stock Price Appreciation
Number of Granted to For Option Term (1)
Options Employees Exercise Expiration ---------------------------
Name Granted in Fiscal Year Price Date 5% 10%
- - ------------------- --------- -------------- -------- ---------- -------- --------
Cary L. Cheldin 25,164 27.91% $4.375 8-17-04 $69,237 $175,459
Executive Vice
President
Roger H. Platten 65,000 72.09% $4.375 8-17-04 $178,842 $453,221
Vice President
(1) Potential realizable value is based on an assumption that the stock price
of the Common Stock appreciates at the annual rate shown above
(compounded annually) from the date of grant until the end of the ten
year option term. These numbers are calculated based on the requirements
promulgated by the Securities and Exchange Commission and do not reflect
the Company's estimate of future stock price growth.
INCENTIVE STOCK OPTION PLAN
On March 29, 1985, the Board of Directors unanimously adopted the Unico
American Employee Incentive Stock Option Plan (the "1985 Plan"), which was
approved by the shareholders of the Company in January 1986. The 1985 Plan
provides for the grant of "incentive stock options" as defined in Section 422
of the Internal Revenue Code of 1986 to key employees of the Company
(including officers, whether or not they are directors of the Company) and
its subsidiaries. Directors who are not also employees of the Company are not
eligible to participate in the 1985 Plan. The 1985 Plan includes an
aggregate of 1,500,000 of the Company's Common Stock. AsThe 1985 Plan expired
in March 1995, and as of March 31, 19951996, there were no options available for
future grant under the 1985 Plan.grant. Under the terms of the Plan, options mustwere required to be
granted at exercise prices of not less than 100% of the fair market value of
the Common Stock on the date the option iswas granted. In the case of grants
of options to employees owning over 10% of the voting stock of the Company,
the exercise price must, however,was required to be not less than 110% of the fair market
value of the Common Stock on the date of grant. The 1985 Plan is
administered by the Board of Directors or a committee thereof, which hashad the
authority to determine the optionees, the number of shares to be covered by
each option, the time during which each option is exercisable and certain
other terms of the options. An option may not be exercised later than 10
years from the date of grant and may sooner expire upon, among other things,
the death, disability or other termination of the employment of the optionee
by the Company. Options granted to employees owning over 10% of the voting
stock of the Company maycould not be exercised later than 5 years from the date
of grant.
The exercise price of all outstanding options except for those held by Erwin
Cheldin is equal to the fair market value of the common stock as of the date
of grant of each option. The exercise price of options held by Erwin Cheldin
is not less than 110% of the fair market value of the common stock as of the
date of grant of each option.
No options were exercised by executive officers during the fiscal year ended
March 31, 1995.
5
1996.
AGGREGATED OPTION/OPTION / SAR EXERCISED IN LAST FISCAL YEAR AND
FY-END OPTION/OPTION / SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-Money
Options / SARs Options / SARs
At Fiscal Year- At Fiscal Year-
Shares End (#) End ($)
Acquired Value -------------- ------------------------------ -----------------
on Exercise Realized Exercisable / Exercisable /
Name (#) ($) Unexercisable Unexercisable
- - -------------------- ----------- -------- -------------- ------------------------------ -----------------
Erwin Cheldin - - 81,943/-- -- 81,943 / 0 94,234/247,878 / 0
Cary L. Cheldin - - 114,284/156,044 171,426/212,048-- -- 142,855 / 127,473 482,136 / 408,203
Lester A. Aaron - - 78,334/-- -- 78,334 / 0 119,584/266,461 / 0
George C. Gilpatrick - - 78,333/-- -- 78,333 / 0 119,583/266,457 / 0
Roger H. Platten - - 116,776/ 19,286 137,248/ 12,054-- -- 136,062 / 0 404,418 / 0
5
PROFIT SHARING PLAN
During the fiscal year ended March 31, 1986, the Company adopted the Unico
American Corporation Profit Sharing Plan. Company employees who are at
least 21 years of age and have been employed by the Company for at least two
years are participants in such Plan. Pursuant to the terms of such Plan, the
Company annually contributes for the account of each participant an amount
equal to a percentage of the participant's eligible compensation as
determined by the Board of Directors. Participants are entitled to receive
benefits under the planPlan upon the later of the following: the date 60 days
after the end of the Plan Yearyear in which the participant's retirement occurs
or one year and 60 days after the end of the planPlan year following the
participant's termination with the Company. However the participant's
interest must be distributed in its entirety no later than April 1 of the
calendar year following the calendar year in which the participant attains
age 70 1/2 or otherwise in accordance with the Treasury Regulations
promulgated under the Internal Revenue Code of 1986, as amended.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The Compensation Committee consists of the following Company directors: Cary
L. Cheldin, Lester A. Aaron and Bernard R. Gans. Cary Cheldin is the son of
Erwin Cheldin, the President, Chief Executive Officer and Chairman of the
Board. During the fiscal year ended March 31, 19951996 Cary Cheldin was the
Executive Vice President of the Company and Mr. Aaron was Treasurer and Chief
Financial Officer of the Company. Mr. Gans is a partner in the law firm of
Poms, Smith, Lande & Rose which has rendered legal services to the Company
during the last fiscal year and has been retained to render legal services in
the current fiscal year.
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Company's compensation package for executive officers primarily consists
of a base salary, an annual incentive bonus, and long-term incentive or
non-cash awards in the form of stock options. The executive compensation
program is designed to retain and reward individuals who are capable of
leading the Company in achieving its business objectives. The Compensation
Committee submits its recommendation to the entire Board of Directors. The
philosophy of the Compensation Committee is to maintain a competitive base
salary for executive officers and to provide an incentive program that
rewards executive officers for achieving certain financial results. Base
compensation is determined on a calendar year basis, bonuses are determined
on a fiscal year basis and other 6
incentives are determined when deemed
appropriate.
When determining base compensation for the executive officers, the Committee
takes into account competitive pay levels in the industry with its emphasis
on the median of the survey data. The Committee recommends adjustments to
base compensation when it determines that an executive officer's base
compensation is not competitive.
When determining bonuses for the executive officers, the Committee first
evaluates, and gives primary weight to, the operational and financial
performance of the executive management team, including the chief executive
officer, as a group. After the team results are determined, individual
effectiveness in contributing to the achievement of those results areis
considered. The financial results, which are reviewed by the Committee,
include the Company's net income, revenues and expenses.
The Committee's base compensation review determined that the base salary for
the chief executive officer was competitive with that of others in the
industry. As a result, the Committee recommended that the chief executive
officer receive only cost of living increases in base compensation for the
calendar years 19941995 and 1995.1996.
6
The Committee's bonus review considered and evaluated the growth in earnings
sinceand the lossgrowth in the fiscal year endedrevenues since March 31, 1993 resulting from the
April 1992 Los Angeles riot1995, and determined that the
chief executive officer contributed to this growth and performed well.
Although the Company's net earnings havehad substantially increased over the
net earnings were less than that reported for
theprior fiscal year, priorrevenues only reflected an increase of approximately 8%.
Primarily due to the riot. Taking this into consideration,modest growth in revenues, the Committee recommended
that the bonus for the fiscal year ended March 31, 19951996, of the chief
executive officer should be the same amount that was paid to him for the
fiscal year ended March 31, 1994, and1995. The committee also recommended that the
aggregate bonuses paid to all other executive officers as a group remain
approximately the same as the prior fiscal year.
Taking into account the number of shares owned and the stock options held by
the chief executive officer, the Committee felt that no additional stock
options should be granted to him during the fiscal year ended March 31, 1995.
Section 162(m) of the Internal Revenue Code, enacted as part of the Omnibus
Budget Reconciliation Act of 1993 ("OBRA"), limits to $1,000,000 the
deductibility for any year beginning after December 31, 1993, of compensation
paid by a public corporation to the chief executive officer and the next four
most highly compensated executive officers unless such compensation is
performance-based within the meaning of the Section 162(m) and the
regulations thereunder. For the fiscal year ending March 31, 1995,1996, the
Company does not contemplate that there will be nondeductible compensation
for the five Company positions in question. The Committee is studying the
issue in order to determine the extent of possible modification to the
Company's compensation arrangements in the future.
THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
Cary L. Cheldin
Lester A. Aaron
Bernard R. Gans
7
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock with the cumulative total return of equity securities
traded on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") and a peer group consisting of all NASDAQ Property & Casualty
Companies. The comparison assumes $100.00 was invested on March 31, 19901991 in the
Company's Common Stock and in each of the comparison groups, and assumes
reinvestment of dividends. It should be noted that this graph represents
historical stock price performance and is not necessarily indicative of any
future stock price performance.
[GRAPH]
3/30/90 3/28/91 3/31/92 3/31/93 3/31/94 3/31/95
------- ------- ------- ------- ------- -------
Unico American Corp $100.00 $133.33 $210.58 $154.09 $199.40 $175.91
NASDAQ Market Index $100.00 $114.20 $145.58 $167.28 $180.59 $201.30
Peer Group Index $100.00 $120.87 $145.86 $209.91 $184.86 $202.00
UNICO AMERICAN CORP
3-96 PROXY GRAPH DATA
MONTHLY DATA ANNUAL DATA
Company Market Peer Company Market Peer
Date Index Index Index Index Index Index
3/28/91 100.000 100.000 100.000 100.000 100.000 100.000
4/30/91 101.563 100.633 99.679
5/31/91 103.125 105.252 102.054
6/28/91 112.500 98.841 99.114
7/31/91 113.716 104.693 100.467
8/30/91 138.986 109.899 98.869
9/30/91 132.669 110.303 96.534
10/31/91 138.986 113.948 103.301
11/29/91 113.716 110.124 107.149
12/31/91 104.240 123.577 117.033
1/31/92 142.145 130.807 120.023
2/28/92 176.892 133.792 122.676
3/31/92 157.939 127.462 120.675 157.939 127.462 120.675
4/30/92 148.463 121.993 116.905
5/29/92 91.605 123.574 119.828
6/30/92 94.764 118.728 122.940
7/31/92 89.885 122.927 132.054
8/31/92 117.172 119.184 133.140
9/30/92 99.516 123.629 141.073
10/30/92 105.936 128.501 145.913
11/30/92 96.305 138.723 151.819
12/31/92 118.777 143.826 157.755
1/29/93 112.356 147.929 162.844
2/26/93 118.777 142.431 169.049
3/31/93 115.567 146.550 173.661 115.567 146.550 173.661
4/30/93 118.777 140.275 165.767
5/28/93 121.987 148.659 162.597
6/30/93 144.458 149.352 163.152
7/30/93 146.297 149.487 169.820
8/31/93 162.552 157.230 175.669
9/30/93 160.926 161.896 176.906
10/29/93 182.058 165.533 171.090
11/30/93 195.062 160.570 159.514
12/31/93 198.313 165.037 162.426
1/31/94 185.309 170.050 168.051
2/28/94 165.803 168.480 161.670
3/31/94 149.548 158.119 152.941 149.548 158.119 152.941
4/29/94 143.046 156.056 152.813
5/31/94 126.790 156.438 154.959
6/30/94 118.663 150.721 157.531
7/29/94 125.336 153.830 158.031
8/31/94 128.635 163.638 159.961
9/30/94 122.038 163.196 155.975
10/31/94 112.143 166.436 152.018
11/30/94 105.546 160.919 146.932
12/30/94 115.441 161.387 156.367
1/31/95 115.441 162.302 161.794
2/28/95 138.530 170.886 169.057
3/31/95 131.933 175.944 167.101 131.933 175.944 167.101
Page 1
GRAPH
4/28/95 126.986 181.493 171.056
5/31/95 126.986 186.186 174.567
6/30/95 135.231 201.306 178.501
7/31/95 153.531 216.087 180.523
8/31/95 153.531 220.453 189.470
9/29/95 155.200 225.537 198.589
10/31/95 163.544 224.251 201.199
11/30/95 160.206 229.497 212.671
12/29/95 166.881 228.267 219.284
1/31/95 176.894 229.316 217.941
2/29/96 176.894 238.071 219.395
3/29/96 183.569 238.828 213.648 183.569 238.828 213.648
Page 2
3/28/91 3/31/92 3/31/93 3/31/94 3/31/95 3/29/96
------- ------- ------- ------- ------- -------
Unico American Corp $100.00 $157.94 $115.57 $149.55 $131.93 $183.57
NASDAQ Market Index $100.00 $127.46 $146.55 $158.12 $175.94 $238.83
Peer Group Index $100.00 $120.68 $173.66 $152.94 $167.10 $213.65
CERTAIN TRANSACTIONS
The Company presently occupies a 46,000 square foot building located at 23251
Mulholland Drive, Woodland Hills, California, under a master lease expiring
March 31, 2007. The lease provides for an annual gross rental of $1,025,952.
Erwin Cheldin, the Company's president, chairman and principal stockholder,
is the owner of the building. In 1987On February 22, 1995, the Company signed a ten-yearan
extension to the lease
expiring on August 31, 1997. In February 1995, the owner of the building
offered the Company an option to extend its lease to March 31, 2007, with no increase in rent through the entire term of the lease. The Company determined
that it was in its best interest to exercise this option and executed the
lease extension on February 22, 1995.March 31, 2007. The terms
of the lease at inception and at the time the above optionlease extension was exercisedsigned
were at least as favorable to the Company as could have been obtained from
unaffiliated third parties.
The Company utilizes for its own operations 100% of the space it leases.
In June, 1992, Erwin Cheldin loaned the Company $500,000 at 8% per annum.
These funds, together with other funds, were contributed by the Company to
its wholly owned subsidiary Crusader Insurance Company to increase its
capital and surplus. The principal and accrued interest were paid in full on
the due date of June 15, 1995.
8
Bernard R. Gans is an attorney with the law firm of Poms, Smith, Lande & Rose
which has provided and continues to provide certain legal services to the
Company.
8
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the
Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities
of the Company. Executive officers, directors and greater than 10%
shareholders are required by regulation of the SEC to furnish the Company
with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on review of copies of such reports furnished to the
Company and written representations that no other reports were required
during the fiscal year ended March 31, 1995,1996, all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% beneficial owners were complied with.
APPOINTMENT OF AUDITORS
The Company has selected Getz, Krycler and Jakubovits, independent
accountants, to continue as the Company's auditors and to audit the books and
other records of the company for the fiscal year ended March 31, 1996.1997.
Getz, Krycler and Jakubovits has audited the Company's financial statements
since 1988. The Company does not anticipate that a representative of Getz,
Krycler and Jakubovits will be present at the Annual Meeting.
OTHER MATTERS
The Board of Directors is not aware of any business to be presented at the
Annual Meeting except for the matters set forth in the Notice of Annual
Meeting and described in this Proxy Statement. Unless otherwise directed,
all shares represented by proxy holders will be voted in favor of the
proposals described in this Proxy Statement. If any other matters come
before the Annual Meeting, the proxy holders will vote on those matters using
their best judgment.
SHAREHOLDERS PROPOSALS
Shareholders desiring to exercise their right under the proxy rules of the
Securities and Exchange Commission to submit proposals for consideration by
the shareholders at the 19961997 Annual Meeting are advised that their proposals
must be received by the Company no later than March 19, 1996.24, 1997.
ANNUAL REPORT TO SHAREHOLDERS
The Company's 19951996 Annual Report on Form 10-K includes financial statements
for the fiscal periods ended March 31, 1993, 1994, 1995, and 19951996 are being mailed
to the shareholders along with this Proxy Statement. The Form 10-K is not to
be considered a part of the soliciting material.
By Order of the Board of Directors,
/s/ ERWIN CHELDIN
--------------------------------
Erwin Cheldin
Chairman of the Board, President
and Chief Executive Officer
Woodland Hills, California
July 17, 199522, 1996
9
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF UNICO AMERICAN CORPORATION
The undersigned hereby constitutes and appoints LESTER A. AARON and ROGER H.
PLATTEN, and each of them, with full power of substitution, the proxies of
the undersigned to represent the undersigned and vote all shares of common
stock of UNICO AMERICAN CORPORATION (the "Company"), which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Shareholders to be held at the Holiday Inn Woodland Hills, 21101 Ventura
Boulevard,Warner Center Marriott, 21850 Oxnard Street,
Woodland Hills, California 91364,91367, on August 11, 1995,September 6, 1996, at 2:00 p.m. Pacific
Standard Time and at any adjournments thereof, with respect to the matters
described in the accompanying Notice of Annual Meeting of Shareholders and
Proxy Statement, receipt of which is hereby acknowledged, in the following
manner.
1. ELECTION OF DIRECTORS / / FOR all nominees listed / / WITHHOLD AUTHORITY
(except as marked to the to vote all
contrary below) nominees listed
below
contrary below)
ERWIN CHELDIN, CARY L. CHELDIN, LESTER A. AARON, GEORGE C. GILPATRICK,
ROGER H. PLATTEN, DAVID A. LEWIS, BERNARD R. GANS
INSTRUCTIONS TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE:
STRIKE A LINE THROUGH THE NOMINEE'S NAME ON THE LIST ABOVE.
2. IN ACCORDANCE WITH THEIR BEST JUDGMENT, with respect to any other matters
which may properly come before the meeting and any adjournment or
adjournments thereof.
Please sign and date on reverse side.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED
AS DIRECTED HEREIN. When this proxy is properly executed and returned, the
shares it represents will be voted at the Annual Meeting in accordance with
the choices specified herein. IF NO CHOICES ARE SPECIFIED, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES.
DATED:__________________________, 1995.
________________________________________________________________________, 1996.
______________________________________________
(Signature)
_____________________________________________________________________________________
(Signature if jointly held)
Please date and sign exactly as your name or
names appear herein. If more than one owner, all
should sign. When signing as attorney, executor,
administrator, trustee or guardian, give your
full title as such. If the signatory is a
corporation or partnership, sign the full
corporate or partnership name by its duly
authorized officer or partner.
PLEASE COMPLETE, SIGN, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.