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Geneva Financial Corp · DEF 14A · For 12/31/99

Filed On 9/16/99 · SEC File 1-13877 · Accession Number 1009448-99-96

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 9/16/99  Geneva Financial Corp             DEF 14A    12/31/99    1:14                                     Ruskin Moscou Eva..Pc/FA

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Proxy                                                 14±    80K 

DEF 14A 1st "Page" of 9 TOC Top Previous Next Bottom Just 1st
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PMCC FINANCIAL CORP.
--------------------

(a Delaware Corporation)
----------------------

 NOTICE OF 1999 ANNUAL
 MEETING OF STOCKHOLDERS TO BE
HELD AT 10:00 A.M. ON SEPTEMBER 30, 1999

To the Stockholders of PMCC FINANCIAL CORP.:

     NOTICE IS HEREBY GIVEN that the 1999 Annual  Meeting of  Stockholders  (the
"Meeting") of PMCC FINANCIAL CORP. (the "Company") will be held on September 30,
1999 at 10:00 a.m. at DeSeversky  Conference Center, Old Westbury,  New York, to
consider and vote on the following  matters  described  under the  corresponding
numbers in the attached Proxy Statement:                                        

1.   election of directors;                                           

     2.   ratification   of  the  selection  of  KPMG,   LLP  as  the  Company's
          independent auditors for the fiscal year ending December 31, 1999; and

3.   such other matters as may properly come before the Meeting.      

     The Board of Directors has fixed August 30, 1999, at the close of business,
as the record date (the "Record  Date") for the  determination  of  stockholders
entitled to notice of and to vote at the Meeting,  and only holders of shares of
Common  Stock of the Company of record at the close of business on that day will
be entitled to vote. The stock transfer books of the Company will not be closed.

     A complete  list of  stockholders  entitled to vote at the Meeting shall be
available  at the offices of the Company  during  ordinary  business  hours from
September 17, 1999 until the Meeting for  examination by any stockholder for any
purpose germane to the Meeting. This list will also be available at the Meeting.

     Whether or not you expect to be present  at the  Meeting,  please  fill in,
date,  sign and return the enclosed  Proxy,  which is solicited by management of
the Company.  The shares  represented  the Proxy will be voted according to your
specified  response.  The Proxy is  revocable  and will not affect your right to
vote in person in the event you attend the Meeting.                             

              By Order of the Board of Directors

/s/Keith S. Haffner 
------------------- 
       Keith S. Haffner, Secretary

Date: September 8, 1999                                                         

DEF 14A 2nd "Page" of 9 TOC 1st Previous Next Bottom Just 2nd

PMCC FINANCIAL CORP.
--------------------------

3 Expressway Plaza
Roslyn Heights, New York 11577
--------------------------

 PROXY STATEMENT
--------------------------

 1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AT 10:00 A.M. ON SEPTEMBER 30, 1999

     The enclosed proxy is solicited by the  management of PMCC FINANCIAL  CORP.
(the "Company") in connection with the 1999 Annual Meeting of Stockholders  (the
"Meeting")  to be held on  September  30, 1999 at 10:00 a.m.  at the  DeSeversky
Conference Center, Old Westbury, New York and any adjournment thereof. The Board
of Directors  has set August 30, 1999,  at the close of business,  as the record
date (the  "Record  Date") for the  determination  of  stockholders  entitled to
notice of and to vote at the Meeting.  A  stockholder  executing and returning a
proxy has the power to revoke it at any time before it is  exercised by filing a
later proxy with, or other  communication to, the Secretary of the Company or by
attending  the  Meeting  and  voting  in  person.  The  proxy  will be  voted in
accordance with your directions as to:                                          

 (1)  election of the persons listed herein as directors of the Company;

     (2)  ratification   of  the  selection  of  KPMG,   LLP  as  the  Company's
          independent auditors for the fiscal year ending December 31, 1999; and

(3)  such other matters as may properly come before the Meeting.      

     In the  absence  of  direction,  the proxy  will be voted in favor or these
proposals.                                                                      

     The entire cost of  soliciting  proxies will be borne by the  Company.  The
cost of  solicitation,  which  represents  an  amount  believed  to be  normally
expended for a solicitation  relating to an  uncontested  election of directors,
will  include  the  cost  of  supplying  necessary   additional  copies  of  the
solicitation materials and the Company's 1999 Annual Report to Stockholders (the
"Annual  Report")  to  beneficial  owners of shares  held of record by  brokers,
dealers, banks, trustees, and their nominees,  including the reasonable expenses
of such  recordholders  for  completing the mailing of such materials and Annual
Report to such beneficial owners.                                               

     Only  stockholders of record of the Company's  Common Stock  outstanding at
the close of business on August 30, 1999,  the Record Date,  will be entitled to
vote. A total of 3,724,800 shares of Common Stock were outstanding on the Record
Date. Each share of Common Stock is entitled to one vote.  Holders of a majority
of the  outstanding  shares of Common Stock must be  represented in person or by
proxy in order to achieve a quorum. The Proxy Statement,  the attached Notice of
Meeting, the enclosed form of Common Stock Proxy and the Annual Report are being
mailed to stockholders on or about September 8, 1999. The mailing address of the
Company's principal executive offices is 3 Expressway Plaza, Roslyn Heights, New
York 11577.                                                                     

DEF 14A 3rd "Page" of 9 TOC 1st Previous Next Bottom Just 3rd

1. ELECTION OF DIRECTORS

     The Board of Directors  currently consists of four (4) members,  who are as
follows: Ronald Friedman, Keith S. Haffner, Joel L. Gold and Stanley Kreitman.  

     The  Company's  Board of  Directors  is divided into three (3) classes with
each class  consisting of, as nearly as may be possible,  one-third of the total
number of directors constituting the entire Board. After the initial term of one
(1) year,  each  class is elected  for a term of three (3)  years.  The terms of
office  of the  members  of one (1)  class of  directors  expires  each  year in
rotation so that the members of one (1) class are elected at each annual meeting
for full three (3) year terms. At each annual meeting,  directors are elected to
succeed those in the class whose term expires at that annual meeting, such newly
elected  directors to hold office until the third succeeding  annual meeting and
the election and qualification of their respective  successors.  The initial one
(1) year term of office of two (2) Class I directors  will expire at this annual
meeting.                                                                        

     The  Company's  Board of Directors  presently  consists of four (4) members
with two (2)  members  in Class I, one (1) member in Class II, one (1) member in
Class III.  Class I consists of Joel L. Gold and Stanley  Kreitman,  whose terms
will expire at this annual meeting of  stockholders;  Class II consists of Keith
S. Haffner (who assumed the vacancy as a result of the resignation of Mr. Robert
Friedman  on  September  7,  1999),  whose term will  expire at the 2000  annual
meeting of stockholders;  and Class III consists of Ronald Friedman,  whose term
will expire at the 2001 annual meeting of stockholders.                         

     The two (2) Class I directors are to be elected as directors by a plurality
of the votes cast at the Meeting.  Unless otherwise directed,  the persons named
in the accompanying  Proxy have advised management that it is their intention to
vote for the election of directors set forth in this proxy.                     

     Each of the  nominees  for  election as a Class I director  has advised the
Company of his  willingness to serve as a director and management  believes that
each nominee will be able to serve. If any nominee becomes unavailable,  proxies
may be voted for the election of such person or persons who may be designated by
the Board of Directors.                                                         

The Board of  Directors  recommends  voting FOR the  election  of the  directors
listed below.                                                                   

Nominees For Term Expiring in 2002                                              

         The following table sets forth certain  information with respect to the
nominees for the election of Class I directors:                                 
                                                       Year Term Expires
Name                      Age       Position                   if Elected       
----                      ---       --------                   ----------       

Joel L. Gold              57        Director                      2002          

Stanley Kreitman          67        Director                      2002          
------------------                                                              

DEF 14A 4th "Page" of 9 TOC 1st Previous Next Bottom Just 4th

     Joel L. Gold has been a Director of the Company  since  February  23, 1998.
Since January  1999,  Mr. Gold has been the Managing  Director of IBG Solid,  an
investment  banking firm.  From  September  1997 to December  1998, Mr. Gold was
Senior Managing  Director of Interbank.  From April 1996 through September 1997,
Mr. Gold was Executive  Vice  President  and head of investment  banking at L.T.
Lawrence Co., an investment  banking  firm.  From April 1995 to April 1996,  Mr.
Gold was a  managing  director  and head of  investment  banking  at  Fechtor  &
Detwiler.  From 1993 to 1995,  Mr.  Gold was a managing  director at Furman Selz
Incorporated,  an investment  banking firm.  Prior to joining Furman Selz,  from
1991 to 1993,  Mr.  Gold was a  managing  director  at Bear  Stearns  & Co.,  an
investment banking firm. Previously,  Mr. Gold was a managing director at Drexel
Burnham  Lambert for  nineteen  years.  He is currently a member of the Board of
Directors of Concord Camera,  Sterling  Vision,  Inc., Life Medical Sciences and
BCAM International,  Inc. Mr. Gold has a law degree from New York University and
an MBA from Columbia Business School.                                           

     Stanley  Kreitman  has been a Director of the Company  since  February  23,
1998. Since March 1994, Mr. Kreitman has been Chairman at Manhattan  Associates,
an investment  banking firm.  From  September  1975 through  February  1994, Mr.
Kreitman was President of United States  Bancnote  Corporation.  Mr. Kreitman is
Chairman of the Board of Trustees of New York  Institute  of  Technology.  He is
currently a member of the Board of Directors of Porta Systems  Corp.,  Medallion
Funding Corp., and CCA Industries, Inc.                                         

Information Regarding Other Directors and Executive Officers                    

     The  following  table sets forth  certain  information  with respect to the
other directors and executive officers of the Company:                          

                                                        · Enlarge/Download Table


Name                      Age       Position                                      Year Term Expires
----                      ---       --------                                      -----------------

                                                                                                   
Ronald Friedman1          34        President, Chief Executive Officer, and                 2001   
                                    Chairman of the Board of Directors                             

Keith S. Haffner2         61        Executive Vice President,                               2000   
                                    Secretary, Treasurer,                                          
                                    Director of Finance, and Director                              

<FN>                                                                                               

1 Following the  resignation  of Mr. Robert  Friedman on September 7, 1999,  Mr.                   
Ronald  Friedman  assumed  the  additional  title of  Chairman  of the  Board of                   
Directors.                                                                                         

2 In  accordance  with the  Company's  By-Laws  which provide that the remaining                   
numbers of the Board of Directors have the power to fill vacancies, Mr. Keith S.                   
Haffner,  the Company's Executive Vice President,  was appointed to the Board of                   
Directors to fill the vacancy  created by Mr. Robert  Friedman's  resignation on                   
September 7, 1999.                                                                                 
</FN>                                                                                              

     Ronald  Friedman has been the President and Chief  Executive  Officer and a
Director of the Company  since its  inception.  From 1989 through  1991,  Ronald
Friedman was a senior mortgage consultant at ICI Mortgage Corporation. From 1987
through 1989,  Ronald Friedman was a senior  accountant at Touche Ross & Co., an
accounting firm.  Ronald Friedman  received a B.A. in Accounting from the George
Washington  University.  Ronald Friedman has been a certified public  accountant
since 1989.                                                                     

     Keith S.  Haffner  has been a Director of the Company  since  September  7,
1999, and has been an Executive  Vice President of the Company since 1996.  From
1994 through 1995, Mr. Haffner was Executive Vice President of Exchange Mortgage
Corp.  From 1986 through 1994, Mr. Haffner was Senior Vice President of Mortgage
Production  Administration at Midcoast Mortgage Corp. Prior to 1986, Mr. Haffner
was employed at various positions with the Mortgage Bankers Association and with
the Department of Housing and Urban  Development.  Mr. Haffner received his B.A.
in  Political  Science in 1969 and a Masters in Public  Administration  in Urban
Studies and Real Estate Finance in 1972 from American University.               

Board of Directors                                                              

     The Board of Directors  currently consists of four (4) members,  who are as
follows: Ronald Friedman, Keith S. Haffner, Joel L. Gold and Stanley Kreitman.  

     The  Company's  Board of  Directors  is divided into three (3) classes with
each class  consisting of, as nearly as may be possible,  one-third of the total
number of  directors  constituting  the entire  Board.  The  Company's  Board of
Directors  presently  consists of four (4) members  with one (1) member in Class
II,  one (1)  member  in Class  III,  and two (2)  members  in Class I.  Class I
consists of Joel L. Gold and Stanley  Kreitman,  whose terms will expire at this
annual  meeting of  stockholders.  Class II  consists of Keith S.  Haffner  (who
assumed the vacancy as a result of the  resignation  of Mr.  Robert  Friedman on
September  7,  1999),  whose  term will  expire at the 2000  annual  meeting  of
stockholders,  and Class III consists of Ronald Friedman, whose term will expire
at the 2001 annual meeting of stockholders.  After the initial term of one year,
each Class is elected  for a term of three (3) years.  At each  annual  meeting,
directors  are elected to succeed  those in the Class whose term expires at that
annual  meeting,  such newly  elected  directors  to hold office until the third
succeeding annual meeting and the election and qualification of their respective
successors.                                                                     

     Executive  officers of the  Company  are  elected  annually by the Board of
Directors and serve until their successors are duly elected and qualified.      

Board Committees                                                                

Audit Committee                                                       

     The  Board of  Directors  has  established  an Audit  Committee.  The Audit
Committee makes annual  recommendations to the Board of Directors concerning the
appointment of the independent public accountants of the Company and reviews the
results  and scope of the audit and other  services  provided  by the  Company's
independent  auditors.  The Audit Committee is comprised of Stanley Kreitman, as
Chairman, Joel L. Gold and Keith S. Haffner.                                    

Compensation Committee                                                

     The Board of  Directors  has  established  a  Compensation  Committee.  The
Compensation  Committee  will  make  annual  recommendations  to  the  Board  of
Directors  concerning the compensation of executive  officers and key employees.
The  Compensation  Committee  consists  of Joel L.  Gold,  as  Chairman,  Ronald
Friedman, and Stanley Kreitman.                                                 

Director Compensation                                                           

     Directors  who are  employees of the Company  receive no  compensation,  as
such,  for services as members of the Board.  Directors who are not employees of
the Company  receive  options to purchase  5,000 shares of Common Stock for each
year served on the Board and  reimbursement  of expenses  incurred in connection
with attending such meetings.                                                   

Executive Compensation                                                          

     The following table shows all the cash  compensation  paid or to be paid by
the Company,  as well as certain other compensation paid or accrued,  during the
fiscal years  indicated,  to the Chief  Executive  Officer  ("CEO") and the most
highly compensated executive officers whose aggregate cash compensation exceeded
$100,000 during the last three (3) fiscal years.                                

Summary Compensation Table                                                      

                                                        · Enlarge/Download Table


    Name of Individual             Annual Compensation                                      
      and Principal                                                              Long Term  
        Position                   Year          Salary            Bonus        Compensation
        --------                   ----          ------            -----        ------------

                                                                                            
Ronald Friedman                    1998        $ 252,834          $103,247           -      
Chief Executive                    1997        $ 223,855             -               -      
Officer,                                                                                    
President, Director                1996        $ 208,000          $46,538            -      

Robert Friedman1                   1998        $ 259,615          $25,000            -      
Chairman of the Board, Chief       1997        $ 165,475             -               -      
 Operating Officer,                                                                         
Secretary and                      1996        $ 107,093             -               -      
Treasurer                                                                                   

Keith S. Haffner2                  1998        $ 115,850          $59,500            -      
Executive Vice President           1997        $ 126,811          $51,000            -      
                                   1996              -               -               -      

<FN>                                                                                        
1 Mr.  Robert  Friedman  resigned as an officer  and  director of the Company on            
September 7, 1999.                                                                          

2 Mr. Haffner assumed the vacancy on the Company's Board of Directors created by            
the resignation of Mr. Robert Friedman on September 7, 1999.                                
</FN>                                                                                       

Distributions of Interest                                                       

     During each of the years ended December 31, 1996, 1997, and 1998, PMCC made
S  corporation  distributions  to  stockholders  in  the  aggregate  amounts  of
$267,000, $769,000, and $2.5 million, respectively.                             

Employment Agreements                                                           

     The Company has entered into an employment  agreement with Ronald Friedman.
The employment  agreement expires on December 31, 1999, unless sooner terminated
for  death,  physical  or mental  incapacity  or cause  (which is defined as the
uncured  refusal to perform,  or habitual  neglect  of, the  performance  of his
duties,  willful  misconduct,  dishonesty  or breach of trust  which  causes the
Company to suffer any loss,  fine,  civil penalty,  judgment,  claim,  damage or
expense, a material breach of the employment agreement, or a felony conviction),
or  terminated  by either party with thirty (30) days'  written  notice,  and is
automatically  renewed for consecutive terms, unless cancelled at least one year
prior to expiration of the existing term. The employment agreement provides that
all of such  executive's  business time be devoted to the Company.  In addition,
the  employment  agreement  also contains:  (i)  non-competition  provision that
precludes  Ronald  Friedman from  competing with the Company for a period of two
(2) years from the date of the  termination of his employment  with the Company;
(ii)  non-disclosure  and  confidentiality   provisions  that  all  confidential
information  developed  or made  known  during the term of  employment  shall be
exclusive  property  of  the  Company;  and  (iii)  non-interference  provisions
whereby,  for a period of two (2) years after his termination of employment with
the Company, Ronald Friedman shall not interfere with the Company's relationship
with its customers or employees.                                                

     The employment  agreement  includes  compensation plan for fiscal year 1999
whereby Ronald Friedman will receive a salary of $350,000,  and cash bonuses, if
any, as determined by the Board of Directors at its discretion.                 

     The Company had an employment agreement with Mr. Robert Friedman on similar
terms as Mr.  Ronald  Friedman's,  except that Mr. Robert  Friedman  received an
annual  salary of $250,000.  This  employment  agreement  was  terminated  as of
September 7, 1999 when Mr. Robert  Friedman  resigned as an officer and director
of the Company. However, the Company has hired Mr. Robert Friedman as an at will
employee, and the Company contemplates entering into a consulting agreement with
Mr. Robert Friedman,  which consulting  agreement is currently being negotiated.
The Company  anticipates  the  consulting  agreement  will become  effective  on
October 1, 1999 at which time Mr. Robert Friedman's  employment with the Company
shall terminate.                                                                

Key Man Life Insurance                                                          

     The Company  owns,  maintains and is the sole  beneficiary  of key man term
life  insurance  policy  on  the  life  of  Ronald  Friedman  in the  amount  of
$3,000,000, on which the Company is named as beneficiary. The Company has agreed
to maintain a life insurance policy on Mr. Robert Friedman, a former officer and
director of the Company and current  employee of the  Company,  in the amount of
$750,000, on which the Company is named as beneficiary.                         

DEF 14A 5th "Page" of 9 TOC 1st Previous Next Bottom Just 5th

Limitation of Liability and Indemnification of Directors and Officers           

     The  Certificate  of  Incorporation  of  the  Company  (the  "Certificate")
provides that a director  shall not be  personally  liable to the Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except:  (i) for any breach of the director's  duty of loyalty to the Company or
its stockholders;  (ii) for acts or omissions not in good faith or which involve
intentional  misconduct or knowing  violations of law; (iii) for liability under
Section  174 of the  Delaware  General  Corporation  Law  (relating  to  certain
unlawful  dividends,  stock repurchases or stock  redemptions);  or (iv) for any
transaction from which the director derived any improper personal  benefit.  The
effect of this  provision in the  Certificate  is to eliminate the rights of the
Company and its stockholders (through  stockholders'  derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of the
fiduciary  duty  of  care  as a  director  (including  breaches  resulting  from
negligent or grossly negligent behavior),  except in certain limited situations.
This  provision  does not limit or  eliminate  the rights of the  Company or any
stockholder to seek  non-monetary  relief such as an injunction or rescission in
the event of a breach of a director's  duty of care.  These  provisions will not
alter the liability of directors under federal securities laws.                 

     The  Company's  By-Laws  provide  that the  Company  shall  indemnify  each
director and such of the Company's  officers,  employees and agents as the Board
of Directors shall determine from time to time to the fullest extent provided by
the laws of the State of Delaware.                                              

PMCC Stock Option Plan                                                          

     On  April  1,  1997,  the  stockholders  of PMCC  approved  the  PMCC  Plan
(formerly, the "Premier Plan"). In connection with the PMCC Plan, 375,000 shares
(as adjusted) of Common Stock are reserved for issuance pursuant to options that
have been granted  under such plan through  March 30, 2007.  To date, no options
have been exercised. The options vest over a three (3) year period following the
date of the grant.  As of September 1, 1999,  191,250  shares are  available for
issuance under the plan.                                                        

     The purpose of the PMCC Plan is to encourage  stock  ownership by employees
of the Company,  its divisions and  subsidiary  corporations  and to give them a
greater  personal  interest  in the  success  of the  Company.  The PMCC Plan is
administered  by the  Board  of  Directors.  The  Board  of  Directors  has  the
authority,  in its discretion,  subject to and not inconsistent with the express
provisions of the PMCC Plan, to administer the PMCC Plan and to exercise all the
powers and authorities either specifically  granted to it under the PMCC Plan or
necessary  or  advisable  in the  administration  of the PMCC  Plan,  including,
without  limitation,  the authority to grant options; to determine which options
shall  constitute  incentive  stock  options  ("ISO")  and which  options  shall
constitute  non-qualified  stock  options;  to determine  which options (if any)
shall be  accompanied  by rights or limited  rights;  to determine  the purchase
price of the shares of Common Stock covered by each Option (the "Option Price");
to determine  the persons to who, and the time or times at which,  options shall
be granted;  to determine the number of shares to be covered by each option;  to
interpret the PMCC Plan; to prescribe,  amend and rescind rules and  regulations
relating to the PMCC Plan; and to make all other determinations deemed necessary
or advisable for the administration of the PMCC Plan. The Board of Directors may
delegate  to one (1) or more of its  members or to one (1) or more  agents  such
administrative  duties as it may deem  advisable,  and the Board of Directors or
any person to whom it has  delegated  duties as aforesaid  may employ one (1) or
more persons to render  advice with respect to any  responsibility  the Board of
Directors or such person may have under the PMCC Plan.                          

     Options granted under the PMCC Plan may not be granted at a price less than
the fair market  value of the Common Stock on the date of grant (or 110% of fair
market  value in the case of persons  holding 10% or more of the voting stock of
the Company).  The aggregate  fair market value of shares for which ISOs granted
to any employee are  exercisable  for the first time by such employee during any
calendar  year  (under all stock  option  plans of the  Company  and any related
corporation) may not exceed  $100,000.  Options granted under the PMCC Plan will
expire not more than ten years from the date of grant (five years in the case of
ISOs granted to persons holding 10% or more of the voting stock of the Company).
Options  granted under the PMCC Plan are not  transferable  during an optionee's
lifetime  but are  transferable  at death by will or by the laws of descent  and
distribution.                                                                   

     The PMCC Plan has been  converted  to a plan that has been  adopted  by the
Company's  shareholders.  There are currently options to purchase 183,750 shares
of the Company's Common Stock outstanding at an exercise price of $6.00.        

1997 Stock Option Plan                                                          

     In October,  1997, the Board of Directors of the Company  adopted,  and the
stockholders  approved,  the 1997 Stock Option Plan (the "1997 Plan").  The 1997
Plan has 375,000  shares of Common Stock reserved for issuance upon the exercise
of options designated as either (i) an ISO or (ii) non-qualified  options.  ISOs
may be granted  under the 1997 Plan to  employees  and  officers of the Company.
Non-qualified  options may be granted to consultants,  directors (whether or not
they are employees), employees or officers of the Company.                      

     The purpose of the 1997 Plan is to  encourage  stock  ownership  by certain
directors,  officers  and  employees  of the Company and certain  other  persons
instrumental  to the success of the Company and to give them a greater  personal
interest in the success of the  Company.  The 1997 Plan is  administered  by the
Board of Directors.  The Board of Directors,  within the limitations of the 1997
Plan,  determines,  with the  approval  of the Chief  Executive  Officer  of the
Company, the persons to whom options will be granted, the number of shares to be
covered by each option, whether the options granted are intended to be ISOs, the
option purchase price per share, the manner and time of exercise, the manner and
form of payment upon exercise of an option,  and restrictions such as repurchase
rights or  obligations of the Company.  Options  granted under the 1997 Plan may
not be granted at a price less than the fair market value of the Common Stock on
the date of grant (or 110% of fair market  value in the case of persons  holding
10% or more of the voting stock of the Company). The aggregate fair market value
of shares for which ISOs granted to any employee are  exercisable  for the first
time by such employee  during any calendar year (under all stock option plans of
the  Company  and any  related  corporation)  may not exceed  $100,000.  Options
granted under the 1997 Plan will expire not more than ten years from the date of
grant (five years in the case of ISOs granted to persons  holding 10% or more of
the  voting  stock of the  Company).  Options  granted  under  the 1997 Plan are
generally not transferable during an optionee's lifetime but are transferable at
death by will or by the laws of descent and distribution.                       

     On September 1, 1999,  the Company  granted  options to purchase  shares of
Common Stock under the 1997 Plan for 279,600 shares at an average exercise price
of $7.20 per share.                                                             

DEF 14A 6th "Page" of 9 TOC 1st Previous Next Bottom Just 6th

Options                                                                         

     To date,  options have not been granted to either Ronald Friedman or Robert
Friedman.                                                                       

     To date,  options to purchase an aggregate of 183,750 shares at an exercise
price of $6.00 per share have been granted to employees  under the PMCC Plan and
279,600 shares at an average exercise price of $7.20 per share have been granted
to 185 employees under the 1997 Plan. To date no options have been exercised.   

     The  following  table  sets  forth  certain  information  with  respect  to
individual grants of stock options made to date to the named executive  officers
and directors:                                                                  

Option Grants                                                         

                                                        · Enlarge/Download Table

                                                         % of Total                                                           
                                                         Options to                               Potential Realizable Value  
                                                         Employees                                 at Assumed Annual Rates    
                              Date         Options       in Fiscal        Exercise   Expiration  of Stock Price Appreciation  
          Name              Granted      Granted (1)       Year             Price       Date         for Option Terms (2)     
          ----              -------      -----------       ----             -----       ----         --------------------     

                                                                                                          5%              10% 
                                                                                                                              
Ronald Friedman                -              -                               -           -               -               -   
Robert Friedman(3)             -              -                               -           -               -               -   
Keith Haffner(4)            4/01/97        31,250            8.3%           $ 6.00      3/07        $  117,918       $ 298,827

Joel L. Gold                3/31/98         5,000            1.5%           $ 8.125    3/30/01      $    6,425       $  13,539

Stanley Kreitman            3/31/98         5,000            1.5%           $ 8.125    3/30/01      $    6,425       $  13,539

------------                                                                                                                  
<FN>                                                                                                                          
(1) Each option is exercisable for one (1) share of Common Stock.                                                             

(2) The  potential  realizable  value set forth under the columns  represent the                                              
difference  between the stated option exercise price and the market value of the                                              
Common  Stock based on certain  assumed  rates of stock price  appreciation  and                                              
assuming that the options were  exercised on their stated  expiration  date; the                                              
potential  realizable  values set forth do not take into account  applicable tax                                              
and expense payments which may be associated with such option exercises.  Actual                                              
realizable  value,  if any,  will be dependent on the future price of the Common                                              
Stock on the  actual  date of  exercise,  which may be  earlier  than the stated                                              
expiration  date.  The 5% and  10%  assumed  annualized  rates  of  stock  price                                              
appreciation over the exercise period of the options used in the table above are                                              
mandated  by the rules of the  Securities  and  Exchange  Commission  and do not                                              
represent the Company's estimate or projection of the future price of the Common                                              
Stock on any date. There is no representation either express or implied that the                                              
stock price appreciation rates for the Common Stock assumed for purposes of this                                              
table will actually be achieved.                                                                                              

(3) On September 7, 1999 Mr. Robert Friedman resigned as an officer and director                                              
of the Company.                                                                                                               

(4) On September 7, 1999 Mr.  Haffner  accepted an  appointment to the Company's                                              
Board of Directors and he assumed the vacancy  created by the resignation of Mr.                                              
Robert Friedman on September 7, 1999.                                                                                         
</FN>                                                                                                                         

DEF 14A 7th "Page" of 9 TOC 1st Previous Next Bottom Just 7th

Security Ownership Of Certain Beneficial Owners and Management                  

     The following table sets forth the beneficial ownership of the Common Stock
of (i) each person known by the Company to own beneficially five (5%) percent or
more of the outstanding  Common Stock; (ii) each director of the Company;  (iii)
each  executive  officer of the Company;  and (iv) all  directors  and executive
officers of the Company as a group.                                             

                                                        · Enlarge/Download Table


     Name and Address of Beneficial                      Amount and Nature of                                 
                 Owner                                  Beneficial Ownership (1)                    Percentage
--------------------------------------------------------------------------------------------------------------
                                                                                                              
Ronald Friedman (3)                                                                                           
c/o PMCC Financial Corp                                            1,875,000                             50.3%
     3 Expressway Plaza                                                                                       
     Roslyn Heights, NY 11577                                                                                 

Robert Friedman (2)                                                  585,000                             15.7%
c/o PMCC Financial Corp                                                                                       
      3 Expressway Plaza                                                                                      
      Roslyn Heights, NY 11577                                                                                

Keith S. Haffner                                                       1,200                              *   
c/o PMCC Financial Cor                                                                                        
     3 Expressway Plaza                                                                                       
      Roslyn Heights, NY 11577                                                                                

Joel L. Gold (4)                                                      18,500                              *   
c/o ISG Solid Capital Markets                                                                                 
      592 Fifth Avenue, 5th Avenue                                                                            
      New York, NY 10036                                                                                      

Stanley Kreitman                                                           0                                  
c/o Manhattan Associates                                                                                      
       375 Park Avenue, Suite 1606                                                                            
       New York, NY 10022                                                                                     

All Directors and Officers as group                                1,894,700                            50.9% 
   (6 Persons) (5)                                                                                            
------------                                                                                                  
*    Less than 1% of outstanding shares of Common Stock.                                                      
<FN>                                                                                                          

(1)  Beneficial  ownership is determined  in  accordance  with Rule 13d-3 of the                              
Securities  Exchange Act of 1934 and generally  includes  voting and  investment                              
power with respect to  securities,  subject to community  property  laws,  where                              
applicable. A person is deemed to be the beneficial owner of securities that can                              
be acquired by such person within sixty (60) days from the date of the Company's                              
prospectus  upon  exercise  of  options or  warrants.  Each  beneficial  owner's                              
percentage ownership is determined by assuming that options or warrants that are                              
held by such  person,  (but not those  held by any other  person),  and that are                              
exercisable  within  sixty (60) days from the date of the  Company's  prospectus                              
have been  exercised.  Unless  otherwise  noted,  the Company  believes that all                              
persons named in the table have sole voting and investment power with respect to                              
all shares of Common Stock beneficially owned by them.                                                        

(2) Excludes an aggregate of 40,000 shares owned by Robert Friedman's daughters,                              
Donna Joyce and Suzanne Gordon, as to which he disclaims  beneficial  ownership;                              
and includes 227,500 shares held in the name of The Robert Friedman 1998 Grantor                              
Retained Annuity Trust, of which Robert Friedman is the Trustee.                                              

(3) Includes 600,000 shares held in the name of The Ronald Friedman 1997 Grantor                              
Retained Annuity Trust, of which Ronald Friedman is the Trustee.                                              

(4) Excludes  36,200  shares owned by Mr.  Gold's  spouse,  Miriam Gold;  13,000                              
shares owned by Mr.  Gold's  daughter,  Tanya Gold;  11,500  shares owned by Mr.                              
Gold's  daughter,  Rochelle  Gold;  11,500 shares owned by Mr. Gold's son, Henry                              
Gold;  and 6,400  shares  owned by Mr.  Gold's  son,  Elliot  Gold,  to which he                              
disclaims beneficial ownership.                                                                               

(5) This does not include the 585,000 shares owned by Mr. Robert  Friedman,  who                              
resigned as an officer and director of the Company on September 7, 1999.                                      
</FN>                                                                                                         

Stock Performance Graph                                                         

     The  Graph  below  shows the  cumulative  total  shareholder  return on the
Company's Common Stock with the cumulative total  shareholder  return of (i) the
Standard  and Poors  500 ("S & P 500") and (ii) the  Nasdaq  Bank  Stocks  index
("NSDQ.  Banks"),  assuming an investment of $100 on February 18, 1998 (the date
of completion of the Company's  Initial Public offering in each of the Company's
Common Stock, the stocks  comprising the S & P 500 and the stocks comprising the
NSDQ.  Banks.  Because the Company only became a public  company on February 18,
1998,  the data is presented for the ten months of 1998 rather than for the five
years then ended.                                                               

 [COMPARISON OF CUMULATIVE TOTAL RETURN CHART]

DEF 14A 8th "Page" of 9 TOC 1st Previous Next Bottom Just 8th

Compliance with Section 16(a) of the Exchange Act                               

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors and persons who own more than ten percent of a registered
class of the Company's equity securities (collectively, the "Reporting Persons")
to file reports of ownership and changes in ownership  with the  Securities  and
Exchange  Commission  and to furnish the Company  with copies of these  reports.
Based solely on the Company's  review of the copies of such forms received by it
during its fiscal year ended  December 31, 1998,  the Company  believes that all
filing requirements applicable to the Reporting Persons were complied with.     

Certain Transactions                                                            

Loans from Affiliates                                                           

     During 1998, the Company borrowed from three affiliated  corporations owned
by Ronald  Friedman  and Robert  Friedman.  The  maximum  borrowings  from these
affiliates   were   approximately   $3.3  million.   As  of  December  31,  1998
approximately  $1.2  million  remained  outstanding,  all of which is secured by
mortgages  against the residential  properties in  rehabilitation  pursuant to a
mortgage agreement.  As the residential  property is sold, the proceeds are used
to repay the mortgage on the particular  property.  Interest payable pursuant to
this agreement is 10% per year. This borrowing was repaid in full in March 1999.

     In November 1996, Ronald Friedman loaned the Company $275,000, evidenced by
a promissory note. In addition,  the Company  purchased the minority interest in
RF Properties Corp. from Ronald Friedman for $18,163,  evidenced by a promissory
note. These loans were repaid in January 1998.                                  

DEF 14A Last "Page" of 9 TOC 1st Previous Next Bottom Just 9th

2. SELECTION OF AUDITORS

     The  Board  of  Directors  recommends  that  the  stockholders  ratify  the
selection of KPMG,  LLP,  independent  auditors,  which served as the  Company's
independent  auditors to audit the Company's  consolidated  financial statements
for the fiscal year ending December 31, 1999. A  representative  of KPMG, LLP is
expected to be present at the Meeting and will be given the  opportunity to make
a statement and to answer any  questions a stockholder  may have with respect to
the consolidated financial statements of the Company for the year ended December
31, 1998.                                                                       

     The  Company's  Board of Directors  recommends  you vote FOR the  following
resolution which will be presented at the meeting:                              

     RESOLVED,  that the appointment,  by the Board of Directors of the Company,
     of KPMG,  LLP as the  Company's  independent  auditors  for the fiscal year
ending December 31, 1999, be and hereby is approved and ratified.     

     If the  resolution  is  defeated,  the adverse  vote will be  considered  a
direction to the Board of Directors to select other  auditors for the  following
year. However,  because of the difficulty and expense in making any substitution
of auditors so long after the beginning of the current year, it is  contemplated
that the  appointment  for the year 1999 will be  permitted  to stand unless the
Board of Directors finds other good reasons for making a change.                

3. OTHER MATTERS

     The Board of Directors has no knowledge of any other matters which may come
before the Meeting and does not intend to present any other matters. However, if
any other  matters  shall  properly  come before the Meeting or any  adjournment
thereof, the persons named as proxies will have discretionary  authority to vote
the shares of Common Stock  represented by the accompanying  proxy in accordance
with their best judgment.                                                       

Stockholder's Proposals                                                         

     Any  stockholder  of the  Company  who wishes to  present a proposal  to be
considered  at the next annual  meeting of  stockholders  of the Company and who
wishes to have such proposal presented in the Company's proxy statement for such
Meeting  must  deliver  such  proposal in writing to the Company at 3 Expressway
Plaza, Roslyn Heights,  New York 11577, on or before September 6, 1999. In order
to curtail  controversy as to the date on which the proposal was received by the
Company,  it is suggested that  proponents  submit their  proposals by certified
mail, return receipt requested.                                                 

                                            By order of the Board of Directors

                              /s/ Keith S. Haffner
                              --------------------
                                     Keith S. Haffner, Secretary

     The Company will furnish without charge to each person whose proxy is being
solicited by this proxy statement, on the written request of such person, a copy
of the Company's  Annual Report on Form 10-K, for its fiscal year ended December
31, 1998.  Such request  should be addressed to PMCC Financial  Corp.,  Investor
Relations, 3 Expressway Plaza, Roslyn Heights, New York 11577.                  

Dated:  September 8, 1999

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	12/31/96	4
	4/1/97	5
	12/31/97	4
	2/18/98	7		424B1
	2/23/98	4
	12/31/98	4	9	10-K, 10-K/A
	8/30/99	1	2
	9/1/99	5
	9/6/99	9
	9/7/99	3	7	8-K
	9/8/99	1	9
Filed On / Filed As Of	9/16/99
	9/17/99	1
	9/30/99	1	2	10-Q
	10/1/99	4
For The Period Ended	12/31/99	1	9	10-K, NT 10-K
	3/30/7	5

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Geneva Financial Corp · DEF 14A · For 12/31/99

Filed On 9/16/99 · SEC File 1-13877 · Accession Number 1009448-99-96

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents