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Firstmark Corp/ME – ‘PRE 14A’ for 9/6/02

On: Friday, 8/16/02, at 5:14pm ET · For: 9/6/02 · Accession #: 950134-2-10309 · File #: 0-20806

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/16/02  Firstmark Corp/ME                 PRE 14A     9/06/02    1:55K                                    RR Donnelley

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Statement                           20     99K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Annual Report Compliance With Section 16(A) of the Exchange Act Delivery of Documents to Shareholders Sharing An Address Director Not Nominated for Re-election ELECTION OF DIRECTORS (Proposal No. 2) Employment Agreements Executive Officer Compensation Executive Officers FIXING THE NUMBER OF DIRECTORS AT FIVE (5) (Proposal No. 1) Legal Proceedings Other Business RATIFICATION OF INDEPENDENT AUDITORS (Proposal No. 3) Security Ownership of Certain Beneficial Owners and Management Shareholder Proposals and Nominations for the 2003 Annual Meeting Summary Compensation Table
1	1st Page - Filing Submission
9	FIXING THE NUMBER OF DIRECTORS AT FIVE (5) (Proposal No. 1)
"	ELECTION OF DIRECTORS (Proposal No. 2)
11	Director Not Nominated for Re-election
13	Legal Proceedings
"	Executive Officers
14	Executive Officer Compensation
"	Summary Compensation Table
"	Employment Agreements
15	Security Ownership of Certain Beneficial Owners and Management
17	Compliance With Section 16(A) of the Exchange Act
18	RATIFICATION OF INDEPENDENT AUDITORS (Proposal No. 3)
19	Shareholder Proposals and Nominations for the 2003 Annual Meeting
"	Other Business
"	Annual Report
"	Delivery of Documents to Shareholders Sharing An Address

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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant: [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for use of
the Commission only (as
permitted by Rule
14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-12

FIRSTMARK CORP.
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(Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

--------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

--------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):

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4) Proposed maximum aggregate value of transaction:

--------------------------------------------------------------------------------
5) Total fee paid:

--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.

--------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

1) Amount Previously Paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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FIRSTMARK CORP.
NOTICE OF SUBSTITUTE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
SEPTEMBER 6, 2002

Dear Firstmark Shareholder:

You are cordially invited to join us at the 2002 Annual Meeting of
Shareholders to be held at One Portland Square, Ninth Floor, Portland, Maine
04101 at 2:30 p.m., Eastern Time, on September 6, 2002. The annual meeting is
being held for the following purposes:

1. To fix the number of directors to serve until the next Annual
Meeting of Shareholders at five (5);

2. To elect directors to serve until the next Annual Meeting of
Shareholders;

3. To ratify the appointment of Ernst & Young LLP to audit the
Company's financial statements for its 2002 fiscal year; and

4. To transact such other business that may properly come before
the meeting.

Enclosed with this proxy statement are your voting instructions and the
annual report. Shareholders of record at the close of business on August 9, 2002
are entitled to notice of and to vote at the meeting or any postponement or
adjournment thereof.

We know that it is not practical for most shareholders to attend the
annual meeting in person. Whether or not you plan to attend the meeting, we
strongly encourage you to designate the proxies shown on the enclosed WHITE card
to vote your shares. We are pleased to offer you the option of voting by mail
for designating the proxies and indicating your voting preferences. To do so,
you may simply complete, sign, date and return by mail the enclosed WHITE proxy
card.

THIS ANNUAL MEETING OF SHAREHOLDERS IS OF PARTICULAR IMPORTANCE TO ALL
SHAREHOLDERS OF THE COMPANY BECAUSE OF THE ATTEMPT BY H. WILLIAM COOGAN, JR., A
CURRENT DIRECTOR AND FORMER CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND
CHIEF EXECUTIVE OFFICER OF THE COMPANY TO GAIN CONTROL OF THE BOARD OF DIRECTORS
OF THE COMPANY. MR. COOGAN HAS FILED PRELIMINARY PROXY MATERIAL WITH THE
SECURITIES AND EXCHANGE COMMISSION SEEKING TO ELECT HIS OWN SLATE OF DIRECTORS.

IF YOU WOULD LIKE TO VOTE IN FAVOR OF THE SLATE OF DIRECTORS NOMINATED
BY THE BOARD OF DIRECTORS, COMPLETE AND RETURN THE WHITE PROXY CARD INCLUDED
WITH THIS PROXY STATEMENT. THE BOARD URGES YOU TO NOT COMPLETE THE GREEN PROXY
CARD SENT BY MR. COOGAN. YOU CAN REVOKE ANY GREEN COOGAN PROXY PREVIOUSLY SIGNED
BY YOU BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN THE
POSTAGE PAID ENVELOPE PROVIDED.

By Order of the Board of Directors,

Robert J. Ellis
Secretary

August __, 2002
Austin, Texas

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QUESTIONS AND ANSWERS

Q: WHAT AM I VOTING ON?

A: Four proposals. Item numbers refer to item numbers on the
proxy card.

Item 1 To fix the number of directors to serve until the
next Annual Meeting of Shareholders at five (5);

Item 2 To elect directors to serve until the next Annual
Meeting of Shareholders;

Item 3 To ratify the appointment of Ernst & Young LLP to
audit the Company's financial statements for its 2002
fiscal year; and

Item 4 To transact such other business that may properly
come before the meeting.

Q: I RECEIVED A DIFFERENT PROXY SOLICITATION FROM H. WILLIAM
COOGAN, JR. DO I NEED TO COMPLETE BOTH PROXIES?

A: Mr. Coogan, who was recently removed as the Chairman of the
board of directors, President and Chief Executive Officer of
the Company, has filed preliminary proxy material with the
Securities and Exchange Commission seeking to elect his own
slate of directors. Mr. Coogan's proxy is printed on green
paper. If you would like to vote in favor of the slate of
directors nominated by the current board of directors,
complete and return the WHITE proxy card included with this
proxy statement. DO NOT COMPLETE THE GREEN PROXY CARD.

Q: WHO CAN VOTE?

A: All shareholders of record at the close of business on August
9, 2002 are entitled to vote. Holders of our common stock are
entitled to one vote per share. Fractional shares may not be
voted. All shares of common stock will vote together as one
class.

Q: WHO CAN ATTEND THE MEETING?

A: All shareholders as of the record date, or their duly
appointed proxies, may attend the meeting. Please note that if
you hold your shares in "street name" (that is, through a
broker or other nominee), you will need to bring a copy of a
brokerage statement reflecting your stock ownership as of the
record date. Everyone must check in at the registration desk
at the meeting.

Q: HOW DO I VOTE?

A: You may vote by mail by completing, dating and mailing the
proxy card. If you vote by mail, you will authorize the
individuals named on the proxy card, referred to as the
proxies, to vote your shares according to your instructions.
You may also vote in person by attending the meeting and
casting your vote.

Q: WHAT HAPPENS IF I DO NOT INDICATE MY PREFERENCE FOR ONE OF THE
ITEMS?

A: If you do not indicate how you wish to vote for the proposal
to fix the number of directors to serve until the next Annual
Meeting, the proxies will vote FOR fixing the number of
directors to serve until the next Annual Meeting of
Shareholders at five (5) (Item 1); if you do not indicate how
you wish to vote for one or more of the nominees for director,
the proxies will vote FOR election of all the nominees for
director (Item 2); if you do not indicate how you wish to
vote for the ratification of the appointment of Ernst & Young
LLP, the proxies will vote FOR ratification of the appointment
of Ernst & Young LLP to audit the Company's financial
statements for its 2002 fiscal year (Item 3); and if you do
not indicate how you wish to vote with respect to conducting
other business at the meeting, the proxies will vote FOR the
authorization of them to transact such other business as may
come before the meeting.

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Q: WHAT IF I VOTE AND THEN CHANGE MY MIND?

A: You can revoke your proxy by writing to us or our proxy
solicitor, by voting again via mail, or by attending the
meeting and casting your vote in person. Your last vote will
be the vote that is counted.

Q: WHAT CONSTITUTES A QUORUM?

A: As of the record date, August 9, 2002, there were 5,442,043
shares of common stock issued and outstanding. Each share is
entitled to one vote. The presence, in person or by proxy, of
a majority of the shares entitled to vote constitutes a quorum
for adopting the proposals at the meeting. If you have
properly designated the proxies and indicated your voting
preferences by mail, you will be considered part of the
quorum, and the proxies will vote your shares as you have
instructed them. If a broker holding your shares in "street"
name indicates to us on a proxy card that the broker lacks
discretionary authority to vote your shares, we will not
consider your shares as present or entitled to vote for any
purpose.

Q: IS MY VOTE CONFIDENTIAL?

A: Yes. Proxy cards, ballots and voting tabulations that identify
individual shareholders are kept confidential except in
certain circumstances where it is important to protect our
interests and our shareholders. Generally, only the inspectors
of election processing the votes will have access to your
name. They will not disclose your name as the author of any
comments you include on the proxy card unless you ask that
your name be disclosed to management.

Q: WHO WILL COUNT THE VOTES AND HOW ARE THE VOTES TREATED?

A: Our employees will tabulate the votes and act as the
inspectors of election. Our employees will not be paid any
additional compensation for tabulating the votes or for acting
as the inspectors of election. They will treat shares
represented by proxies that abstain as shares that are present
and entitled to vote when determining if a quorum exists and
when determining the outcome of any matter voted upon by the
shareholders.

The inspectors of election will consider shares held by
brokers or nominees as shares that are present and entitled to
vote when determining the presence of a quorum. These brokers
and nominees do not have instructions from the beneficial
owners on how to vote the shares and do not have discretionary
power to decide how to vote the shares.

The inspector will not treat the brokers' or nominees' shares
as present or entitled to vote on outcome determinative
matters which the brokers or nominees do not have
discretionary power to vote. However, those shares may be
entitled to vote on other matters.

Q: WHAT SHARES ARE INCLUDED ON THE PROXY CARD?

A: The shares listed on the proxy card we sent to you represent
all the shares of common stock held in your name (as
distinguished from those held in "street" name). You will
receive a separate card or cards from your broker if you hold
shares in "street" name.

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Q: WHAT DOES IT MEAN IF I GET MORE THAN ONE WHITE PROXY CARD?

A: It indicates that your shares are held in more than one
account, such as two brokerage accounts that are registered in
different names. You should vote each of the WHITE proxy cards
to ensure that all of your shares are voted. We encourage you
to register all of your brokerage accounts in the same name
and address for better shareholder service. You may do this by
contacting our transfer agent, Registrar Transfer Company at
(800) 866-1340.

Q: WHAT ARE THE COSTS ASSOCIATED WITH THIS PROXY SOLICITATION?

A: We retained ______ for assistance to solicit proxies from our
shareholders. Our proxy solicitor will charge us approximately
$_______ in fees plus expenses equal to approximately $____ to
solicit the proxies from our shareholders. In addition, some
of our officers and other employees may solicit proxies
personally, by telephone and by mail, but such officers and
employees will not receive any additional consideration for
such activities. We will also pay the costs of printing and
mailing the proxy statements and reimburse brokerage houses
and other custodians for their reasonable out-of-pocket
expenses for forwarding proxy and solicitation material to the
beneficial owners of common stock. We estimate the total cost
of the solicitation to be $_____ of which $_____ has been
incurred to date.

Q: WHOM CAN I CALL WITH ANY QUESTIONS?

A: You may call our proxy solicitor at ___________.

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FIRSTMARK CORP.

ANNUAL SHAREHOLDERS MEETING
PROXY STATEMENT

DATE: September 6, 2002

TIME: 2:30 p.m., Eastern Time

PLACE: One Portland Square
Ninth Floor
Portland, Maine 04101

FIRST MAILING DATE: We anticipate first mailing this proxy statement on August
____, 2002

RECORD DATE: 5:00 p.m., Eastern Time, August 9, 2002. If you were a
shareholder at that time, you may vote at the meeting. Each
share is entitled to one vote. You may not cumulate votes.
On the record date, we had 5,442,043 shares of our common
stock outstanding.

AGENDA: Item 1 To fix the number of directors to serve until the
next Annual Meeting of Shareholders at five (5);

Item 2 To elect directors to serve until the next Annual
Meeting of Shareholders;

Item 3 To ratify the appointment of Ernst & Young LLP to
audit the Company's financial statements for its
2002 fiscal year; and

Item 4 To transact such other business that may properly
come before the meeting.

PROXIES: Unless you tell us on the proxy card to vote differently,
we will vote signed returned proxies "FOR" fixing the
number of directors at five (5), "FOR" the board's
nominees, "FOR" ratification of the appointment of Ernst &
Young LLP and "FOR" the authorization to transact other
business. The board or proxy holders will use their
discretion on other matters. If a nominee cannot or will
not serve as a director, the board or proxy holders will
vote for a person whom they believe will carry on our
present policies.

BOARD
RECOMMENDATIONS: YOUR BOARD OF DIRECTORS RECOMMENDS YOU VOTE IN FAVOR OF THE
PROPOSALS:

Item 1 To fix the number of directors to serve until
the next Annual Meeting of Shareholders at five
(5);

Item 2 To elect directors to serve until the next Annual
Meeting of Shareholders;

Item 3 To ratify the appointment of Ernst & Young LLP to
audit the Company's financial statements for its
2002 fiscal year; and

Item 4 To transact such other business that may properly
come before the meeting.

PROXIES
SOLICITED BY: The board of directors.

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REVOKING
YOUR PROXY: You may revoke your proxy before it is voted at the meeting
in three ways:

1. By delivering a notice of revocation of your proxy
to either the secretary of the Company or our
proxy solicitor.

2. By delivering a later dated proxy to either the
secretary of the Company or to our proxy
solicitor.

3. By voting your shares in person at the meeting.

YOUR
COMMENTS: Your comments about any aspects of our business are
welcome. You may use the space provided on the proxy card
for this purpose, if desired. Although we may not respond
on an individual basis, your comments help us to measure
your satisfaction, and we may benefit from your
suggestions.

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IF YOU PLAN TO ATTEND:

PLEASE NOTE THAT SPACE LIMITATIONS MAKE IT NECESSARY TO LIMIT ATTENDANCE TO
SHAREHOLDERS. IF YOU WISH TO ATTEND, PLEASE INDICATE YOUR WISH BY CHECKING THE
BOX THAT APPEARS ON THE PROXY CARD. "STREET NAME" HOLDERS WILL NEED TO BRING A
COPY OF A BROKERAGE STATEMENT REFLECTING STOCK OWNERSHIP AS OF THE RECORD DATE.
--------------------------------------------------------------------------------

PLEASE VOTE - YOUR VOTE IS IMPORTANT

IT WILL BE HELPFUL TO US IF YOU WILL READ THE PROXY STATEMENT AND THE VOTING
INSTRUCTIONS ON THE PROXY CARD, AND THEN VOTE BY FILLING OUT, SIGNING AND DATING
THE PROXY CARD AND RETURNING IT BY MAIL. PROMPT RETURN OF YOUR PROXY WILL HELP
REDUCE THE COSTS OF RESOLICITATION.

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Table of Contents

[Enlarge/Download Table]

Page
----

FIXING THE NUMBER OF DIRECTORS AT FIVE (5) (Proposal No. 1).......................................................2

ELECTION OF DIRECTORS (Proposal No. 2)...........................................................................2

EXECUTIVE OFFICERS................................................................................................6

EXECUTIVE OFFICER COMPENSATION....................................................................................7

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....................................................8

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT................................................................10

RATIFICATION OF INDEPENDENT AUDITORS (Proposal No. 3)...........................................................11

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2003 ANNUAL MEETING................................................12

OTHER BUSINESS...................................................................................................12

ANNUAL REPORT....................................................................................................12

DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS.........................................................12

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FIXING THE NUMBER OF DIRECTORS AT FIVE (5)
(PROPOSAL NO. 1)

GENERAL

Our board of directors currently consists of six (6) directors. The
board of directors has nominated five (5) individuals to become directors of the
Company. Under our articles of incorporation and bylaws, we may have up to
seven, but not less than three directors. Each director will serve for one year
and until the next annual meeting of shareholders and until a successor is
elected and qualified, or until his earlier resignation, removal from office,
death or incapacity.

REQUIRED VOTE

If a quorum is present and voting, the proposal to fix the number of
directors at five (5) will be approved if votes equal to a majority of the
shares of stock represented at the meeting vote for the proposal. As a result,
an abstention on the proposal will have the same effect as a vote against the
proposal. Broker non-votes will not have the effect of a vote for or against the
proposal. If proposal No. 1 is not approved, the board of directors will consist
of six (6) directors and, if the slate of directors proposed by the board of
directors is approved, it is anticipated the newly elected board of directors
will not fill the vacancy on the board, but will reduce the number of members
constituting the full board.

The board of directors recommends you vote FOR fixing the number of
directors at five (5).

ELECTION OF DIRECTORS
(PROPOSAL NO. 2)

This section gives biographical information about our directors and
describes their membership on board committees, their attendance at meetings and
their compensation.

GENERAL

The number of directors constituting the whole board of directors will
be set at five (5) if Proposal No. 1 is approved. The board of directors has
selected five of the six current directors as nominees for re-election to the
board. The term of office for each person elected as a director is for one year
and until the next annual meeting of shareholders and until a successor is
elected and qualified, or until his earlier resignation, removal from office,
death or incapacity.

H. William Coogan, Jr. is the sole current member of the board of
directors who is not being nominated for re-election by the board of directors.
Mr. Coogan, who was removed as Chairman of the board of directors, President and
Chief Executive Officer of the Company on August 5, 2002, has filed preliminary
proxy material with the Securities and Exchange Commission seeking to elect his
own slate of directors. After being removed by the board of directors, Mr.
Coogan sued the Company and four of the remaining directors seeking, among other
things, to prevent the Company from changing the meeting date set by Mr. Coogan.
See " - Director Not Nominated for Re-election" and " - Legal Proceedings."

All nominees of the board of directors have consented to serve as
directors. The board of directors has no reason to believe that any of the
nominees will be unable to act as a director. However, if any director is unable
to stand for re-election, the board of directors may either reduce the size of
the board or designate a substitute.

REQUIRED VOTE

If a quorum is present and voting, nominees who receive votes equal to
a plurality of the shares of stock represented at the meeting will be elected.
Unless you withhold authority to vote for one or more of the nominees, the
persons named as proxies intend to vote for the election of the five nominees
listed below. If a substitute

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nominee is named, the proxies will vote for the election of the substitute.
Abstentions will have no effect on the election of the directors.

The board of directors recommends that you vote FOR each of the five
(5) nominated directors.

NOMINEES

The name and certain information related to each nominee is set forth
below:

[Download Table]

Name of Nominee Age Title
--------------- --- ---------------------------

Arch Aplin III 43 Director
Robert J. Ellis 53 Director and Secretary
Alireza Ezami 50 Director
John J. Gorman 41 Director
Charles H. Mayer 54 Director

The information includes the age of each nominee as of the date of the
meeting. Each nominee currently serves as a director of the Company for one year
and until the next annual meeting of shareholders and until a successor is
elected and qualified, or until his earlier resignation, removal, death or
incapacity.

ARCH APLIN, III, 43, has been a director since February 2001. Mr. Aplin
has served as President of Bucee's, Inc., a convenience store and fuel
distribution business headquartered in Lake Jackson, Texas, since 1985. Mr.
Aplin has also been associated with the health and fitness industry for the past
seven years and with the construction and residential development business for
the past 20 years. He received his undergraduate degree from Texas A&M
University in 1980.

ROBERT J. ELLIS, 53, has been a director since February 2001. Mr. Ellis
owns and operates RJE Consulting, a consulting firm focused on valuations of
businesses and strategic planning for businesses and individuals, in Austin,
Texas, and has served as its President since 1995. Mr. Ellis has 30 years of
experience serving in various capacities in the printing, mailing, distribution,
manufacturing and banking industries. He received his undergraduate degree from
the University of Denver in 1971, and received an M.B.A. from Tulane University
in 1973.

JOHN J. GORMAN, 41, Mr. Gorman has been a director since November 2001.
Mr. Gorman has been the Chairman of the Board of Directors and Chief Executive
Officer of Westech Capital Corp. and its operating subsidiary Tejas Securities
Group, Inc. since August 1999. Mr. Gorman has over 18 years of experience in the
brokerage industry. Mr. Gorman became a principal of Tejas Securities on April
18, 1995. From 1988 until joining Tejas Securities, Mr. Gorman worked at APS
Financial Inc., most recently as a Senior Vice President. Mr. Gorman served
primarily in a broker capacity at APS Financial Inc., a broker-dealer in Austin,
Texas. Mr. Gorman has held positions at APS Financial Inc., Landmark Group,
Shearson Lehman and Dean Witter. In addition, Mr. Gorman serves on the Board of
Directors of Lincoln Heritage Corporation, a publicly traded company. Mr. Gorman
is the nephew of Charles H. Mayer through marriage. Mr. Gorman received his
B.B.A. from Southern Methodist University in 1983.

ALIREZA EZAMI, 50, Mr. Ezami has been a director since July 2002 and is
the President and Chief Operating Officer of Firstmark Aerospace Corporation, a
wholly owned subsidiary of the Company. Firstmark Aerospace Corporation was
formally Tecstar Electro Systems, Inc. before Firstmark acquired substantially
all of its assets in July 2002. Mr. Ezami was previously an employee of Tecstar,
holding the positions of Director of Quality, from July 1997 to January 1998;
General Manager, beginning in January 1998 until April 1998; and Vice President
and General Manager, from May 1998 to July 2002.

CHARLES H. MAYER, 54, Mr. Mayer has been a director since November
2001. He is presently the President and Chief Operating Officer of Westech
Capital Corp. and its operating subsidiary Tejas Securities Group, Inc. From
1995 until he joined Tejas Securities, Mr. Mayer was self-employed and managed
personal investments in a number of companies. From 1990 to 1995, Mr. Mayer was
a Managing

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Director and the Chief Information Officer with CS First Boston. Other
experience includes 21 years in senior positions with Morgan Stanley, Tech
Partners, Salomon Brothers, Lehman Brothers and the Federal Reserve Bank of New
York. Mr. Mayer earned a BBA and MBA from Seton Hall University in 1969 and 1973
respectively.

DIRECTOR NOT NOMINATED FOR RE-ELECTION

H. William Coogan, Jr. is currently a member of the board of directors
of the Company. The board of directors is not nominating Mr. Coogan on its
proposed slate of directors in this proxy statement. Mr. Coogan, 48, was
Chairman of the board of directors, President and Chief Executive Officer of the
Company from November 14, 2001 until he was terminated as an officer of the
Company on August 5, 2002. From 1997 until June 2002 Mr. Coogan was Managing
Director and Co-Chief Operating Officer of the U.S. investment banking group of
Rothschild Inc., the American investment banking arm of the Rothschild's
family's investment banking business. Previously, Mr. Coogan was Chairman of
Southern Title Insurance Company and Champion Broadcasting Corp. Mr. Coogan has
over 20 years of experience in investment banking and mergers and acquisitions
with such firms as CS First Boston (where Mr. Coogan was a Management Partner
and Chief Operating Officer of its Los Angeles Investment banking office), Wheat
First Securities (now Wachovia Securities; where he was Managing Director,
Director and Head of Investment Banking) and Libra Investments (now U.S. Bancorp
Libra; where he was head of investment banking and one of its co-founders). Mr.
Coogan has a B.S. from the University of Vermont and an MBA from the University
of Virginia.

NUMBER OF MEETINGS

The board of directors met _____ times in 2001. Each board member
attended at least 75% of the meetings held.

EXECUTIVE COMMITTEE

On August 5, 2002, the board of directors formed an Executive Committee
which has all of the rights, power and privileges which may be delegated to such
committee under Maine law. The Executive Committee has the authority to take any
action the full board of directors may take except, the Executive Committee can
not:

o amend the articles of incorporation;

o adopt a plan of merger or consolidation;

o recommend to the shareholders the sale or other disposition of
all or substantially all of the property or assets of the
Company;

o recommend to the shareholders a voluntary dissolution of the
Company;

o declare a corporate distribution other than dividends from
earned surplus or from net earnings; and

o amend the bylaws of the Company.

The members of the Executive Committee are Messrs. Aplin and Ellis.

COMPENSATION COMMITTEE

The Compensation Committee was formed as of November 14, 2001 and
consists of Messrs. Ellis, Gorman and Mayer with Mr. Ellis serving as chairman.
The committee reviews and determines the compensation of our executive officers.
The committee met two times in 2001.

NOMINATING COMMITTEE

We do not have a nominating committee. All of the nominees for our
board to be voted on at the 2002 annual meeting have been nominated by the
executive committee on behalf of the board of directors.

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AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be
"soliciting material" or "filed" or incorporated by reference in future filings
with the Securities and Exchange Commission, or subject to the liabilities of
Section 18 of the Securities Exchange Act of 1934, except to the extent that we
specifically incorporate it by reference into a document filed under the
Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as
amended.

Effective as of November 14, 2001, the board of directors elected
Messrs. Aplin, Gorman and Ellis to the Audit Committee. Messrs. Gorman, Aplin
and Ellis each qualify as an "Independent Director" under Rule 4200 (a)(14) of
the Marketplace Rules of the National Association of Securities Dealers. The
board of directors has not adopted an Audit Committee Charter.

The committee is responsible for recommending, on an annual basis, the
independent accountants to be hired by the board of directors as our auditor and
our subsidiaries' auditors. The committee also reviews the arrangements for and
the results of the auditors' audit of our books, records and internal accounting
control procedures.

During 2001, the committee met twice, and the committee chair, Mr.
Ellis, as representative of the committee, discussed the interim financial
information contained in each quarterly report with management. In addition, the
committee discussed with Ernst & Young LLP our Quarterly Reports on Form 10-Q
prior to filing with the Securities and Exchange Commission.

The committee has discussed and reviewed with management our audited
consolidated financial statements for the year ended December 31, 2001. The
committee has received from and discussed with Ernst & Young LLP the information
related to the matters required to be discussed by Statement on Auditing
Standards No. 61.

The committee has received and reviewed the required disclosures and
the assertion from Ernst & Young LLP required by Independence Standards Board
Standard No. 1 and has discussed with Ernst & Young LLP its independence and the
compatibility of non-audit services rendered by Ernst & Young LLP with its
independence.

Based on these reviews and discussions, the committee recommended to
the board of directors that the audited financial statements for the year ended
December 31, 2001, be included in our Annual Report on Form 10-KSB, for filing
with the Securities and Exchange Commission.

Members of the Audit Committee:

Arch Aplin, III
Robert J. Ellis
John J. Gorman

DIRECTOR COMPENSATION

Prior to February 2001, non-employee directors received a fee of $500
for each meeting of the Board of Directors that they attended. Subsequent to
February 2001, no directors have been compensated for participation on the Board
of Directors with the exception of Messrs. Aplin and Ellis who received 25,000
and 75,000 shares of our common stock, respectively, as compensation for
services rendered in connection with the Company's acquisition of substantially
all of the assets of Tecstar Electro Systems, Inc.

PRE 14A 13th Page of 20 TOC 1st Previous Next ↓Bottom Just 13th
LEGAL PROCEEDINGS

Following his termination from his positions as an officer with the
Company, H. William Coogan, Jr., a director of the Company, filed a complaint on
August 6, 2002 in the United States District Court for the District of Maine
seeking a court order to enjoin the Company from (i) taking any actions to
prevent or delay the Annual Meeting of Shareholders to be held on September 6,
2002 and (ii) issuing any shares of the Company's stock. On August 7, 2002, Mr.
Coogan filed a motion for the ex parte temporary restraining order and
preliminary injunction with the court seeking an order from the court to enjoin
the Company and its officers and directors from changing the record date or
meeting date of the Annual Meeting of Shareholders. At a hearing on the motion,
the Company indicated to the court that it had no intention of issuing new
common stock and asked the court for time to investigate the recent purchases of
common stock by Mr. Coogan. The court then entered an order that the Company not
issue any more common stock and set a hearing on the remaining matters for
August 26, 2002.

EXECUTIVE OFFICERS

Our management team includes the following officers in addition to the
directors who also serve as officers as described above.

KURT J. RECHNER, 41, Mr. Rechner became Chief Financial Officer and
Treasurer in November 2001. Mr. Rechner has spent the past twenty years in the
financial services industry. Mr. Rechner is presently the Chief Financial
Officer and Treasurer of Westech Capital Corp. and its operating subsidiary
Tejas Securities Group, Inc. Prior to joining Tejas Securities, Mr. Rechner was
employed from 1997 through 1999 as an Executive Vice President, Finance &
Operations, CFO for Xerox Federal Credit Union. From May 1995 to 1997 Mr.
Rechner was the Chief Executive Officer for Prism Capital Management, LLC, which
managed a global fixed income hedge fund. From 1990 through May 1995, Mr.
Rechner was the Senior Vice President of Accounting and Finance for Security
Service Federal Credit Union. Mr. Rechner earned a B.S. in Business
Administration from the University of Illinois in 1984 and an M.B.A. from
Trinity University in 1985. Mr. Rechner also holds the professional designations
of Certified Public Accountant and Chartered Financial Analyst.

THOMAS RAGAN, 67, is Director of Resources Management of Firstmark
Aerospace Corporation, a wholly owned subsidiary of Firstmark. Firstmark
Aerospace Corporation was formally Tecstar Electro Systems, Inc. before
Firstmark acquired substantially all of its assets in July 2002. Mr. Ragan
joined Tecstar in 1993 and held the position of Resources Management Director
for two years prior to the acquisition. He is currently responsible for
operational support, environmental safety, facilities, property management,
security, and production maintenance and support. Mr. Ragan has over thirty
years of government and commercial management experience.

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EXECUTIVE OFFICER COMPENSATION

The following table summarizes the compensation paid or accrued to the
Chief Executive Officer of the Company for the last three fiscal years in all
capacities in which he served the Company and its subsidiaries.

Summary Compensation Table

[Download Table]

OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(4)
--------------------------- ---- --------- -------- ------------------

H. William Coogan, Jr., 2001(2) 37,500 -- --
President and Chief Executive 2000 -- -- --
Officer(1) 1999 -- -- --
Donald V. Cruickshanks, 2001 -- -- 22,000
President and Chief Executive 2000 -- -- 24,000
Officer(3) 1999(5) 24,167 25,952 93,000

----------

(1) Mr. H. William Coogan, Jr. was employed by the Board of Directors on
November 14, 2001. Pursuant to his employment agreement, Mr. Coogan was
to be paid a salary of $300,000 per year to serve as the Chairman of
the board of directors, President and Chief Executive Officer of the
Company. Mr. Coogan was terminated from his positions as an officer of
the Company on August 5, 2002. See " - Employment Agreements."

(2) The salary for Mr. Coogan was accrued for in 2001 and paid in January
2002.

(3) Mr. Donald V. Cruickshanks resigned as President and Chief Executive
effective November 13, 2001.

(4) Amounts include a bonus of $75,000 and monthly consulting fees of
$2,000 paid by the Company following the sale of Southern Title
Insurance Company.

(5) Amounts for 1999 include salary and bonus paid by Southern Title
Insurance Company during the period prior to its sale on March 5, 1999.

STOCK OPTIONS

There were no stock options granted to or exercised by the executive
officer named in the "Summary Compensation Table" above during the year ended
December 31, 2001.

EMPLOYMENT AGREEMENTS

H. William Coogan, Jr.

As of November 14, 2001, the Company entered into an Employment
Agreement with Mr. Coogan as the Chairman of the board of directors, President
and Chief Executive Officer of the Company. Under the terms of the Employment
Agreement, Mr. Coogan is entitled to a salary equal to $300,000 per year. The
Employment Agreement has a term of one year with an automatic renewal period of
one additional year unless expressly terminated. The Company is required to
provide Mr. Coogan written notice of its intent to terminate the agreement at
least thirty days prior to November 14, 2002. The Company is also allowed to
terminate the Employment Agreement in the event Mr. Coogan does not remain
compliant with the rules and regulations of the Securities and Exchange
Commission. Mr. Coogan was terminated as the Chairman of the board of directors,
President and Chief Executive Officer of the Company on August 5, 2002. The
Company is continuing to pay the salary owed under the Employment Agreement
while the Executive Committee of the board of directors investigates possible
violations of the Securities and Exchange Commission rules and regulations by
Mr. Coogan.

Alireza Ezami

Effective July 8, 2002, the Company's operating subsidiary, Firstmark
Aerospace Corp., entered into an Employment and Confidentiality Agreement with
Alireza Ezami. Pursuant to the agreement, Mr. Ezami serves as the President of
the operating subsidiary and is nominated to serve on the Company's board of
directors. The agreement has a one year term and is automatically renewable
unless terminated. Under the agreement, Mr. Ezami

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receives an annual salary of $200,000 per year and a bonus based on certain
EBITDA targets. Mr. Ezami is also entitled to a stock award of 150,000 shares
vesting over four years. In recognition of Mr. Ezami's efforts to consummate the
acquisition of assets of Tecstar Electro Systems, Inc., the agreement provided
Mr. Ezami with up to 50% of a bonus pool based on the cash position of the
business acquired. Mr. Ezami, upon termination without cause, is entitled to a
severance payment of either, at Mr. Ezami's discretion, a lump sum of 75% of his
then current annual salary or twelve monthly payments of his then current
monthly salary.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the
beneficial ownership of common stock as of August 15, 2002 by (i) each person
who is known to the Company to be the beneficial owner of more than 5% of the
outstanding shares of common stock, (ii) each director of the Company and (iii)
all of the directors and executive officers of the Company as a group. For the
purposes of the following table, beneficial ownership has been determined in
accordance with the provisions of Rule 13d-3 under the Exchange Act, under
which, in general, a person is deemed to be a beneficial owner of a security if
he or she has or shares the power to vote or direct the voting of the security
or the power to dispose or direct disposition of the security or if he or she
has the right to acquire beneficial ownership of the security within 60 days.
Except as otherwise indicated (i) each shareholder identified in the table
possesses sole voting and investment power with respect to his shares and (ii)
the mailing address of each individual is Firstmark Corp., 2700 Via Fortuna,
Suite 400, Austin, TX 78746.

[Download Table]

NUMBER OF
NAME SHARES PERCENT
------------------------------------------------ ---------- -------

Arch Aplin, III 492,500 9.1%
327 Hury 2004
Lake Jackson, Texas 77566

H. William Coogan, Jr.(1) 2,696,993 49.6%
1801 Libbie Avenue, Suite 201
Richmond, Virginia 23226

Robert J. Ellis 108,000 2.0%

Alireza Ezami 0 -
921 Holloway
Durham, North Carolina 27701

John Joseph Gorman (2) 1,286,788 23.6%

Charles H. Mayer 102,500 1.9%

Kurt J. Rechner 20,000 *

All Directors and executive officers 3,543,878 65.1%
as a group (7 persons)

----------

* Percentage of ownership is less than one percent of the outstanding
shares of Common Stock of the Company.

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(1)

Mr. Coogan beneficially owns (i) 1,162,903 shares held by The H.
William Coogan Irrevocable Trust, the trustee of which is Susan Coogan,
Mr. Coogan's spouse; (ii) 1,056,389 shares held directly and (iii)
477,701 shares pursuant to 26 securities purchase agreements whereby
Mr. Coogan had an exercisable option until August 1, 2002 to purchase
shares held by other shareholders for $1.00 per share. The Company has
not been informed of the number of shares actually purchased by Mr.
Coogan as of the August 1, 2002 deadline. For purposes of this table
all shares are being considered as purchased. The selling shareholders
retain a call option such that in the event Mr. Coogan purchases their
shares, they have the option beginning February 28, 2003 and continuing
for two years, to purchase the shares back from Mr. Coogan for $1.00
per share. Mr. Coogan also received an irrevocable proxy to vote all of
the shares covered by the securities purchase agreements prior to the
exercise of his option. The address of the trust is c/o Davenport &
Company, P.O. Box 85678, Richmond, Virginia 23285. Mr. and Mrs. Coogan
disclaim beneficial ownership of the shares held by the trust. Mr.
Coogan filed a Schedule 13D/A on July 19, 2002, whereby he claimed to
have taken control of the Company with beneficial ownership of 50.5% of
the outstanding common stock of the Company. According to the Company's
records, Mr. Coogan and his trust collectively control 49.6% of the
outstanding common stock.

(2) Mr. Gorman holds beneficial ownership of 1,286,788 shares of Common
Stock. Of that amount, Mr. Gorman reported that he had sole voting and
dispositive power over 1,150,733 shares and shared voting or
dispositive power over 136,055 shares. The amount of shares with
respect to which he shared voting and dispositive power includes
136,000 shares held in trusts and custodial arrangements and 55 shares
owned by Tejas Securities Group, Inc. ("Tejas"). Mr. Gorman is the
Chairman of the Board and Chief Executive Officer of Westech, the sole
shareholder of Tejas.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SERVICES AGREEMENT WITH WESTECH CAPITAL CORP.

On November 15, 2001, the Company entered into a Services Agreement
with Westech. The Services Agreement stipulates that Westech is to provide to
the Company general office space and equipment, general accounting services in
conformity with good commercial practice and applicable SEC rules, and selected
internal reports as requested by the Company. In consideration for these
services, the Company pays Westech a fee of $5,000 per month. The term of the
Services Agreement is twelve months ending on November 15, 2002, and it can be
terminated by the Company at any time with three days written notice. In
conjunction with the Services Agreement, Kurt J. Rechner was appointed Chief
Financial Officer and Treasurer of the Company. Mr. Rechner receives no direct
compensation from the Company. Mr. Rechner is also presently the Chief Financial
Officer and Treasurer for Westech. John J. Gorman, Director of the Company, is
Chairman and Chief Executive Officer of Westech. Charles H. Mayer, Director of
the Company, is President and Chief Operating Officer of Westech.

INTERESTS OF CERTAIN PERSONS TO BE ACTED UPON

The following table sets forth, with respect to the securities of the
Company purchased or sold by our director nominees, the date on which the shares
were purchased or sold and the amounts purchased and sold on each such date:

[Download Table]

ARCH APLIN, III

July 19, 2002 Acquired 25,000
May 30, 2002 Acquired 150,000
April 1, 2002 Sold 760,000*
February 8, 2001 Acquired 1,060,000**

ROBERT J. ELLIS

July 19, 2002 Acquired 75,000
May 30, 2002 Acquired 33,000

ALIREZA EZAMI

No shares purchased

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[Download Table]

JOHN JOSEPH GORMAN

May 30, 2002 Acquired 145,133
April 1, 2002 Acquired 760,000*
March 12, 2002 Acquired 74,100

CHARLES H. MAYER

May 30, 2002 Acquired 100,000
January 25, 2002 Acquired 2,500

*Mr. Aplin sold 760,000 shares to Mr. Gorman.

**On February 8, 2001, Mr. Gorman loaned Mr. Aplin $530,000.00 which
represented 70.7% of the amount paid by Mr. Aplin to acquire 1,060,000
shares of common stock. The loan was secured by 749,067 shares of
common stock. A condition of the purchase of shares by Mr. Aplin was
the removal of the then current board of directors of the Company. The
loan was subsequently repaid.

On July 8, 2002, Mr. Ezami entered into an employment agreement with
the Company's operating subsidiary. A summary of the terms of the agreement are
set forth under the heading "Executive Officer Compensation - Employment
Agreements" included elsewhere in this proxy statement.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and any persons who own
more than 10% of the Company's common stock, to file with the Commission reports
of ownership and changes in ownership of the Company's common stock. Officers
and directors are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms that they file. Based solely on a review of the
copies of such reports furnished to the Company or written representation that
no other reports were required, the Company believes that, during fiscal year
2001, all filing requirements applicable to its officers and directors were
complied with, except that Mr. Mayer failed to timely file a Form 3 during
November of 2001. Mr. Mayer's late Form 3 was subsequently filed with the SEC.

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RATIFICATION OF INDEPENDENT AUDITORS
(PROPOSAL NO. 3)

GENERAL

The board of directors has selected Ernst & Young LLP as our
independent auditors for the fiscal year ending December 31, 2002 and has
further directed that management submit the selection of independent auditors
for ratification by the shareholders at our 2002 annual meeting. Ernst & Young
LLP has been the independent auditor for the Company since December 2001

WE EXPECT A REPRESENTATIVE OF ERNST & YOUNG LLP TO ATTEND THE MEETING,
RESPOND TO APPROPRIATE QUESTIONS AND BE GIVEN AN OPPORTUNITY TO MAKE A STATEMENT
IF THEY DESIRE TO DO SO.

The following table lists the fees charged by Ernst & Young LLP for
audit services including, without limitation, the audit of our consolidated
financial statements for the fiscal year ended December 31, 2001 and review of
consolidated financial statements to be included in our quarterly reports on
Form 10-Q, financial information system design and implementation services, and
all other non-audit services:

[Download Table]

Audit Fees $20,000

Financial Information System Design and Implementation Fees: $ 0

All Other Fees (consisting of tax services) $10,490

The audit committee considered the provision of the above listed
services to be compatible with maintaining the independence of Ernst & Young
LLP.

DISMISSAL OF DELOITTE & TOUCHE

On November 30, 2001, the Company dismissed Deloitte & Touche LLP as
its independent accountants. The Company's board of directors participated in
and approved the decision to change independent accountants. The reports of
Deloitte & Touche LLP on the Company's financial statements during the past two
fiscal years contained no adverse opinion or disclaimer of opinion and were not
modified as to uncertainty, audit scope or accounting principles (except for
explanatory paragraphs with respect to a going concern uncertainty).

To date, there have been no disagreements with Deloitte & Touche LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of Deloitte & Touche LLP would have caused Deloitte & Touche LLP to
make reference thereto in their reports on the Company's financial statements
for the past two fiscal years and/or interim periods.

On December 6, 2001, the Company engaged Ernst & Young LLP as its new
independent accountants. During the Company's past two fiscal years and to date,
no consultations have occurred between the Company and Ernst & Young LLP which
concerned the subject matter of a disagreement with Deloitte & Touche LLP. Ernst
& Young LLP has not rendered any written or oral advice to the Company on the
application of accounting principles to a specific transaction or the type of
audit opinion that might be rendered on the Company's financial statements.

REQUIRED VOTE

If a quorum is present and voting, the proposal to ratify the
appointment of Ernst & Young LLP to audit the Company's financial statements for
its 2002 fiscal year will be approved if votes equal to a majority of the shares
represented at the meeting vote for the proposal. As a result, an abstention on
the proposal will have the same effect as a vote against the proposal. Broker
non-votes will not have the effect of a vote for or against the proposal.

The board of directors recommends that you vote FOR the ratification of
the appointment of Ernst & Young LLP to audit the Company's financial statements
for its 2002 fiscal year.

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SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2003 ANNUAL MEETING

From time to time, shareholders seek to nominate directors or present
proposals for inclusion in the proxy statement and form of proxy for
consideration at the annual meeting. To be included in the proxy statement or
considered at an annual or special meeting, you must timely submit nominations
of directors or proposals, in addition to meeting other legal requirements. We
must receive proposals for the 2003 annual meeting no later than,
___________________, for possible inclusion in the proxy statement, or prior to
__________________ for possible consideration at the meeting, which is expected
to take place on ________________.

OTHER BUSINESS

The board of directors knows of no other matters for consideration at
the meeting. If any other business should properly arise, the persons appointed
in the enclosed proxy have discretionary authority to vote in accordance with
their best judgment. All other business voted on at the meeting will be decided
by the vote of a majority of the shares present in person or by proxy at the
meeting, except as otherwise provided by law or our articles of incorporation or
bylaws.

ANNUAL REPORT

Our 2001 Annual Report to Shareholders containing audited consolidated
financial statements for fiscal year 2001 and unaudited financial statements for
the periods ended March 31, 2002 and June 30, 2002, has been mailed along with
this proxy statement to all shareholders of record as of the close of business
on August 9, 2002. Any shareholder that has not received a copy of such annual
report may obtain a copy by writing to our Chief Financial Officer at 2700 Via
Fortuna, Suite 400, Austin, Texas 78746.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS

Only one copy of the 2001 Annual Report to Shareholders and this proxy
statement is being delivered to multiple shareholders sharing an address unless
we have received contrary instructions from one or more of our shareholders. We
must receive a written request at our corporate offices at 2700 Via Fortuna,
Suite 400, Austin, Texas 78746 from a shareholder at a shared address with
another shareholder to receive an additional copy of our 2001 Annual Report and
this proxy statement. In addition, we must also receive a written request at our
corporate offices at 2700 Via Fortuna, Suite 400 Austin, Texas 78746 from
shareholders at a shared address who are receiving multiple copies of our 2001
Annual Report and this proxy statement to receive a single copy of our 2002
Annual Report and this proxy statement. These aforementioned requests can also
be made orally by calling our corporate offices at (512) 306-8222.

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FIRSTMARK CORP.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

By my signature below, I revoke all previous proxies and appoint Robert
J. Ellis and Arch Aplin III, or either of them as Proxies, each with full power
of substitution, to represent and to vote, as designated below, all shares of
Common Stock of Firstmark Corp. that I held of record on August 9, 2002 at the
Annual Meeting of Shareholders to be held at 2:30 p.m. Eastern Time on September
6, 2002, at One Portland Square, Ninth Floor, Portland, Maine 04101 or any
adjournments thereof.

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

PROPOSALS:

[Download Table]

FOR AGAINST ABSTAIN

1. To fix the number of directors to serve until the next [ ] [ ] [ ]
Annual Meeting of the Shareholders at five (5).

[Enlarge/Download Table]

FOR WITHHOLD
all nominees listed authority
(except as marked to vote for all
to the contrary below) nominees

2. To elect the five nominees specified below as directors: [ ] [ ]

a. Arch Aplin III
b. Robert J. Ellis
c. Alireza Ezami
d. John J. Gorman
e. Charles H. Mayer
(Instruction: To withhold authority to vote for any
individual nominee(s), write the name of the nominee(s) on
the line below.)

[Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN

3. To ratify the appointment of Ernst & Young LLP to audit [ ] [ ] [ ]
the company's financial statements for its 2002 fiscal
year.
4. Authority for the Proxies to vote upon any other business [ ] [ ] [ ]
that may properly come before the meeting or any
adjournment

If you execute and return this Proxy it will be voted in the manner you have
indicated above. IF YOU EXECUTE AND RETURN THIS PROXY WITHOUT INDICATING ANY
VOTING PREFERENCE, THIS PROXY WILL BE VOTED FOR ALL FOUR OF THE PROPOSALS. IF
YOU EXECUTE THIS PROXY IN A MANNER THAT DOES NOT WITHHOLD AUTHORITY TO VOTE FOR
THE ELECTION OF ANY NOMINEES, AUTHORITY TO VOTE FOR THE NOMINEES WILL BE DEEMED
GRANTED. The Proxy tabulator can not vote your shares unless you sign and return
this card.

COMMENTS:
-----------------------------------------------------------------------

--------------------------------------------------------------------------------

SIGNATURE(s) DATE
----------------- --------------

NOTE: Please sign exactly as your name appears on this Proxy. Joint owners
should each sign. When signing as a fiduciary, such as an attorney, executor,
administrator, trustee, guardian, etc., please give your full title as such.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRE 14A’ Filing	Date	First	Last	Other Filings

	2/28/03	16
	12/31/02	18
	11/15/02	16		NT 10-Q
	11/14/02	14
For Period End:	9/6/02	2	20
	8/26/02	13
Filed on:	8/16/02
	8/15/02	15
	8/9/02	2	20
	8/7/02	13
	8/6/02	13
	8/5/02	9	14
	8/1/02	16
	7/19/02	16		SC 13D/A
	7/8/02	14	17	8-K
	6/30/02	19		10QSB
	5/30/02	16	17
	4/1/02	16	17
	3/31/02	19		10QSB
	3/12/02	17		SC 13D/A
	1/25/02	17
	12/31/01	12	18	10KSB40
	12/6/01	18
	11/30/01	18		8-K, 8-K/A
	11/15/01	16
	11/14/01	11	14
	11/13/01	14		10QSB
	2/8/01	16	17
	3/5/99	14		8-K
	4/18/95	10
				List all Filings

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Filing Submission 0000950134-02-010309 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Firstmark Corp/ME – ‘PRE 14A’ for 9/6/02

On: Friday, 8/16/02, at 5:14pm ET · For: 9/6/02 · Accession #: 950134-2-10309 · File #: 0-20806

Preliminary Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Schedule 14A
Filing Table of Contents