SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
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|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
SUMMIT LIFE CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(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
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(2) Aggregate number of securities to which transaction applies:
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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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|_| Fee paid previously with preliminary materials.
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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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SUMMIT LIFE CORPORATION
3021 Epperly Dr.
Del City, Oklahoma 73115
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 24, 2003
TO OUR STOCKHOLDERS:
The 2003 Annual Meeting of Stockholders of Summit Life Corporation, an
Oklahoma corporation (the "Company"), will be held at the offices of the
Company, 3021 Epperly Dr., Del City, Oklahoma, on June 24, 2003, at 10:00 a.m.,
local time, for the following purposes:
1. To elect one director;
2. To consider a proposal to ratify the appointment of Gary Skibicki, CPA,
PC, as independent auditor of the Company for 2003; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Stockholders of record at the close of business on May 19, 2003 are
entitled to notice of and to vote at the Annual Meeting. A complete list of the
stockholders entitled to vote at the Annual Meeting will be available for
examination by any stockholder at the Company's executive offices, during
ordinary business hours, for a period of at least ten days prior to the Annual
Meeting.
The accompanying Proxy Statement contains information regarding the
matters to be considered at the Annual Meeting. For reasons outlined therein,
the Board of Directors recommends a vote "FOR" the matters being voted upon.
YOUR PROXY IS IMPORTANT TO ASSURE A QUORUM AT THE ANNUAL MEETING.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE BE SURE THAT THE
ENCLOSED PROXY IS PROPERLY COMPLETED, DATED, SIGNED AND RETURNED WITHOUT DELAY
IN THE ENCLOSED ENVELOPE. IT REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ James L. Smith
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James L. Smith,
Chairman of the Board of Directors, Chief Executive Officer
and Secretary
Del City, Oklahoma
May 19, 2003
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SUMMIT LIFE CORPORATION
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 24, 2003
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Summit Life Corporation., an Oklahoma
corporation (the "Company"), for use at the Annual Meeting of Stockholders of
the Company (the "Annual Meeting") to be held on the date, at the time and place
and for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders, and any adjournment of the Annual Meeting.
This Proxy Statement and accompanying form of proxy, along with the
Company's Annual Report for its fiscal year ended December 31, 2002, are first
being mailed to holders of the Company's common stock on or about June 5, 2003.
Please refer to the Annual Report for financial information concerning the
activities of the Company.
The Board of Directors has established May 19, 2003 as the record date
(the "Record Date") to determine stockholders entitled to notice of and to vote
at the Annual Meeting. At the close of business on the Record Date, 2,691,255
shares of common stock were issued and outstanding. Each share is entitled to
one vote. The holders of a majority of the outstanding common stock, present in
person or by proxy, will constitute a quorum for the transaction of business at
the Annual Meeting.
Each proxy that is properly signed, dated and returned to the Company
in time for the Annual Meeting, and not revoked, will be voted in accordance
with instructions contained therein. If no contrary instructions are given,
proxies will be voted "FOR" each of the proposals submitted to a vote of the
stockholders. You may revoke your proxy at any time prior to its exercise by
delivering a written notice of revocation or a later dated proxy to the
Secretary of the Company or, if you are present at the Annual Meeting, you may
revoke your proxy and vote in person.
Election of the director nominees will be by plurality vote. The
Company's Secretary will appoint an inspector of election to tabulate all votes
and to certify the results of all matters voted upon at the Annual Meeting.
Votes withheld from nominees for director, abstentions and broker non-votes will
be counted for purposes of determining whether a quorum has been reached. Votes
withheld from nominees for director and abstentions on proposals have the same
effect as votes against them. Broker non-votes have no effect on the outcome of
the election of directors or other proposals.
The Company will bear the cost of soliciting the enclosed form of
proxy. In addition to solicitation by mail, officers, employees or agents of the
Company may solicit proxies personally, or by telephone, telegraph, facsimile
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transmission or other means of communication. The Company will request banks and
brokers or other similar agents or fiduciaries to transmit the proxy material to
the beneficial owners for their voting instructions and will reimburse them for
their expenses in so doing.
ELECTION OF DIRECTORS
(PROXY ITEM NO. 1)
Pursuant to provisions of the Company's Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") and Bylaws,
the Board of Directors has fixed the number of directors at five. The
Certificate of Incorporation provides for three classes of directors serving
staggered three-year terms, with each class to be as nearly equal in number as
possible. Currently, the Board of Directors consists of the following
individuals: Gary L. Ellis, Class 3 director with a term expiring at the 2003
annual meeting; James L. Smith and M. Dean Brown, Class 2 directors with terms
expiring at the 2004 annual meeting; and Charles L. Smith and Thomas D. Sanders,
Class 1 directors with terms expiring at the 2005 annual meeting. The Board of
Directors has nominated Gary L. Ellis as the Class 3 director for the term
expiring at the 2006 annual meeting, and until his successor is elected and
qualified. Proxies cannot be voted for a greater number of persons than the
number of nominees named. Other directors who are remaining on the Board will
continue in office in accordance with their previous elections until the
expiration of their terms at the 2004 or 2005 annual meeting, as the case may
be.
The Board of Directors recommends a vote "FOR" the nominees for
election to the Board of Directors for the term so specified.
It is the intention of the persons named in the enclosed form of proxy
to vote such proxy for the election of the nominees named above. The Board of
Directors expects that the nominees will be available for election but, in the
event such nominees are not so available, proxies received will be voted for
substitute nominees to be designated by the Board of Directors.
INFORMATION REGARDING NOMINEES AND DIRECTORS
The following information is furnished for each person who is nominated
for election as a director or who is continuing to serve as a director of the
Company after the Annual Meeting:
Nominee for Election as Class 3 Director for Term Expiring in 2006
Gary L. Ellis, age 59, has served the Company in several positions
since 1994. From 1994 until 1997, Mr. Ellis served variously as Vice President
and President of Equity Mortgage Services, Inc., a wholly owned subsidiary of
the Company until its merger with the Company in late 1997. Subsequent to the
merger, Mr. Ellis was appointed Vice President-Mortgage Operations of the
Company and served in such capacity until Decenber 1998. Since 1988, Mr. Ellis
has also owned and operated Gary L. Ellis & Associates, which provides tax and
accounting services. Mr. Ellis graduated from Oklahoma University with a
bachelors degree.
Directors Not Standing for Re-election
James L. Smith, age 63, co-founded the Company in April 1994 and served
as Chairman of the Board of Directors, President and Chief Executive Officer of
the Company until April 1998, at which time he was elected its Chairman of the
Board and Chief Executive Officer. Mr. Smith was elected the Company's Secretary
in 2001. Mr. Smith has served as Chairman of the Board and President of the
Smith Agency, an Oklahoma licensed insurance agency since 1980. Mr. Smith earned
the designation of Chartered Life Underwriter and Chartered Financial Consultant
from the American College in Bryn Mawr, Pennsylvania. Mr. Smith retired from the
Army Reserves as the Assistant Division Commander of the 95th Division, Army
Reserves, at the rank of Colonel (Brigadier General upon Mobilization). Mr.
Smith is the father of Charles L. Smith, President and Chief Operating Officer
of the Company.
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M. Dean Brown, age 78, has served as director since April 1997. Prior
to Mr. Brown's retirement in December 1997, he practiced law at the law firm of
Green, Brown and Stark, an Oklahoma City law firm. He holds a bachelors degree
from the University of Oklahoma and earned his Juris Doctor from Oklahoma City
University. Mr. Brown is also a certified public accountant.
Charles L. Smith, age 43, co-founded the Company in April 1994 and
served as Director, Vice President, Secretary and Treasurer from the Company's
inception in 1994 until April 1998, at which time he was elected President,
Chief Operating Officer, and a director of the Company. Mr. Smith was
subsequently elected Chief Financial Officer. Mr. Smith also serves as President
of Security General Life Insurance Company, the Company's wholly owned
subsidiary. Mr. Smith served as Chairman and President of Charles L. Smith and
Associates, Inc. from 1989 until April 1994, when it merged with the Smith
Agency, an Oklahoma licensed insurance agency. Mr. Smith is Vice President and a
director of the Smith Agency. Mr. Smith has been involved in the insurance
industry for over 18 years. Mr. Smith is the son of James L. Smith, Chairman of
the Board, Chief Executive Officer and Secretary of the Company.
Thomas D. Sanders, age 63, has served as a director since April 1997.
He served as the Executive Vice President of Marketing for the Lomas Life Group
from 1986 to 1990 and as Executive Vice President for Union Life Insurance
Company between 1978 and 1990. Mr. Sanders currently serves as Chief Executive
Officer and director of ReUnion Marketing, Inc. He is a graduate of Oklahoma
State University.
EXECUTIVE OFFICERS
The executive officers of the Company include James L. Smith, Chief
Executive Officer and Secretary of the Company; and Charles L. Smith, President,
Chief Operating Officer and Chief Financial Officer of the Company. Information
about Messrs. Smith and Smith, both of whom are also directors, is presented
above under the heading "INFORMATION REGARDING NOMINEES AND DIRECTORs."
KEY EMPLOYEES AND CONSULTANTS
The Company outsources its controller function and, during 2002,
retained Quinton L. Hiebert to act as the Company's controller. In such
capacity, Mr. Hiebert also serves as the Company's Chief Accounting Officer.
Information respecting Mr. Hiebert is set forth below:
Quinton L. Hiebert, age 44, is employed by the Company on a contract
basis to provide services to the Company as its Controller. Mr. Hiebert
previously was employed by the Company from 1996 to 2002, and served as its Vice
President, Chief Financial Officer and Secretary from April 1998 to January
2002. From October 1989 to March 1996, he was employed as Chief Financial
Analyst at the Oklahoma Department of Insurance. Mr. Hiebert holds a bachelors
degree from Bethel College, Kansas and earned his MBA from Emporia State
University, Kansas. Mr. Hiebert is a certified public accountant employed with
Mann & Associates, Certified Public Accountants, of Norman, Oklahoma.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held four meetings during the Company's fiscal
year ended December 31, 2002. The Board of Directors has a standing Compensation
Committee and an Audit Committee. The Board of Directors does not have a
nominating committee.
The Compensation Committee's functions include determining base
salaries, annual incentive bonus awards and other compensation awards to the
executive officers of the Company. Bonus amounts earned are based on the
attainment of budgeted performance and asset quality goals, as determined by an
objective review of the degree of attainment of such goals, as well as both an
objective and subjective review of the respective executive officer's
contribution thereto. Individual goals are established by the Board of Directors
in consultation with each executive.
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Mr. James L. Smith serves as Chairman of the Compensation Committee,
and Messers Brown and Sanders comprise the remaining committee members. The
Compensation Committee met once during 2002.
The Audit Committee assists the Board of Directors in its general
oversight of the Company's financial reporting, internal controls and audit
functions. The Audit Committee Charter was adopted by the Board of Directors on
March 8, 2001 and included as Appendix A to the Proxy Statement for the 2001
Annual Meeting of Stockholders. The Audit Committee, which is composed of Gary
L. Ellis, M. Dean Brown and Thomas D. Sanders, met twice on a formal basis
during 2002, although it operated on an informal basis throughout the year
through discussions and actions at regular Board meetings and through
conversations with management and the other directors. The Audit Committee was
established in accordance with Section 3(a)(58)(A) of the Securities Exchange
Act of 1934. All of the members of the Audit Committee are independent
directors, as defined in Rule 4200(a)(15) of the Nasdaq Stock Market, Inc. For
further information, see "REPORT OF THE AUDIT COMMITTEE" on page 7.
Each director attended at least 75% of the total number of Board
meetings held while serving as a director during fiscal year 2002, and at least
75% of the total number of committee meetings held while serving as a member of
such committee during fiscal year 2002.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The table below sets forth, as of May 19, 2003, the number and
percentage of outstanding shares of common stock beneficially owned by (i) each
person who is known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock which is the Company's only class of voting
securities, (ii) each of the Company's directors, (iii) the executive officer
listed in the Summary Compensation Table set forth under "EXECUTIVE
COMPENSATION," and (iv) all directors and executive officers of the Company as a
group. At the close of business on the Record Date, 2,691,255 shares of common
stock were issued and outstanding.
Common Stock
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Name of Beneficial Holder * Number of Shares Percent of Class
------------------------- ---------------- ----------------
James L. Smith** (1) 693,485 25.77%
Charles L. Smith** (1) 697,435 25.91%
Dean Brown ** (1) 100,963 3.75%
Thomas D. Sanders ** (1) 2,318 (2)
Gary L. Ellis ** (1) 1,532 (2)
All executive officers and directors as a group
(5 persons) 1,495,733 55.58%
--------------------------
* Unless otherwise noted, the persons named above have sole voting and
investment power with respect to the indicated shares.
** Director
(1) Address is c/o Summit Life Corporation, 3021 Epperly Drive, P.O. Box
15808, Del City, Oklahoma 73155.
2) Less than 1%.
Compliance with Section 16(a) Beneficial Ownership Reporting Requirements
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers and any persons who own more than 10%
of a registered class of the Company's equity securities to file with the
Securities and Exchange Commission ("SEC") reports of ownership and subsequent
changes in ownership of common stock and other securities of the Company.
Officers, directors and greater than 10% stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that during 2002 all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were met.
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EXECUTIVE COMPENSATION
Set forth in the following table is information as to the compensation
paid to the Company's Chief Executive Officer for each of the three years ended
December 31, 2002. No officer or director of the Company received, during the
year ended December 31, 2002, total compensation in excess of $100,000.
Summary Compensation Table
Annual Compensation
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Name and Principal Position Year Salary Other
--------------------------- ---- ------ -----
James L. Smith, Chairman of the Board,
Chief Executive Officer and Secretary 2002 $12,000 $0 (1)
2001 $12,000 $1,800 (1)
2000 $12,000 $3,431 (1)
(1) Represents compensation attributable to Mr. Smith in connection with
country club dues paid by the Company for the benefit of Mr. Smith.
Stock Options Granted in Fiscal 2002
The Company does not have a stock option plan, nor have any stock
options been granted by the Company outside a plan.
Employment Agreements
In April 1997, the Company entered into employment agreements with
James L. Smith and Charles L. Smith, the Company's Chief Executive Officer and
President, respectively. The employment agreements provide, among other things,
for six-year terms, base and maximum salaries, salary increases subject to Board
of Directors approval, annual bonuses and benefits. For 2002, the Board of
Directors approved base salaries to James L. Smith of $12,000, and to Charles L.
Smith of $72,000. The amount of any bonus compensation payable to James L. Smith
or Charles L. Smith is determined by the Compensation Committee of the Board of
Directors, in accordance with criteria set by such committee; no bonus
compensation was granted for 2002.
The agreements may be terminated by mutual agreement, by the Company at
its sole discretion without cause, or by the Company for cause, as defined. If
the agreements are terminated for cause, severance payments of $50,000 are
payable to each employee. If the agreements are terminated without cause,
severance payments to each employee will be equivalent to the maximum salary
over the term of the agreement less amounts previously paid, but not less than
$360,000 for Charles L. Smith and $450,000 for James L. Smith.
Directors' Compensation
Directors of the Company are paid an annual stipend of $1,200 and a fee
of $100 for each meeting attended. Additionally, all directors receive
reimbursement of reasonable expenses incurred in attending Board and Committee
meetings and otherwise carrying out their duties.
Certain Transactions
Both James L. Smith and Charles L. Smith, as the original founders of
the Company, are considered "promoters" of the Company as such term is defined
under the Securities Act. The Company believes that any transactions entered
into between the Company and such persons have been on terms no less favorable
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to the Company as those generally available from unaffiliated third parties. All
such transactions have been unanimously approved by the Board of Directors,
which during 2002, included three independent, nonaffiliated directors. All
future affiliated transactions and loans will be made or entered into on terms
that are no less favorable to the Company than those that can be obtained from
unaffiliated third parties and, in any event, must be approved by a majority of
the Company's independent directors.
RATIFICATION OF INDEPENDENT AUDITOR
(PROXY ITEM NO. 2)
The Board of Directors has selected Gary Skibicki, CPA, PC, as the
Company's independent auditor for 2003. Gary Skibicki, CPA, PC, has served as
the Company's independent auditor since 2001. If the stockholders do not ratify
the selection of Gary Skibicki, CPA, PC, as the Company's independent auditor,
the Audit Committee and the Board will reconsider the appointment. However, even
if the stockholders ratify the selection, the Board may still appoint new
independent auditors at any time during the year if it believes that a change
would be in the Company's best interests and the best interest of its
shareholders.
The Audit Committee reviews audit and, if applicable, non-audit
services performed and to be performed by Gary Skibicki, CPA, PC, as well as the
fees charged and to be charged by such firm for such services. In its review of
any non-audit service fees, the Audit Committee considers, among other things,
the possible effect of the performance of such services on the auditor's
independence. Additional information concerning the Audit Committee and its
activities with Gary Skibicki, CPA, PC, can be found in the following sections
of this proxy statement: "THE BOARD OF DIRECTORS AND ITS COMMITTEES" and "REPORT
OF THE AUDIT COMMITTEE".
A representative of Gary Skibicki, CPA, PC, will be present at the
Annual Meeting to answer questions. The representative will also have the
opportunity to make a statement if he wishes.
Fees Paid to Gary Skibicki, CPA, PC
The following table shows the fees paid or accrued by the Company for
the audit and other services provided by Gary Skibicki, CPA, PC for fiscal years
2002 and 2001.
2002 2001
Audit Fees $19,500 $15,000
Audit-Related Fees -- --
Tax Fees -- --
All Other Fees -- --
Total $19,500 $15,000
The Audit Committee has implemented pre-approval policies and
procedures for all audit and non-audit services. Generally, the Audit Committee
requires pre-approval of any services to be provided by the Company's
independent public accountants to the Company or any of its affiliates.
Recommendation of the Board
The Board of Directors recommends you vote FOR the ratification of the
selection of Gary Skibicki, CPA, PC, as the Company's independent auditor for
the ensuing year.
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Changes In and Disagreements with Accountants on Accounting and Financial
Disclosure
In June 2001, the Company's Board of Directors dismissed Grant Thornton
LLP as the Company's independent accountants and appointed Gary Skibicki CPA,
P.C. as the Company's independent accountant.
The reports of Grant Thornton LLP on the Company's consolidated
financial statements as of and for the years ended December 31, 2000 and 1999
did not contain any adverse opinion or disclaimer of opinion, and neither report
was qualified or modified as to uncertainty, audit scope or accounting
principles.
The decision to change independent accountants was recommended by the
Company's Audit Committee, and approved by the Company's Board of Directors on
June 29, 2001.
During the two most recent fiscal years and through the date of this
report, the Company has not had any disagreements with Grant Thornton LLP,
except as set forth below in this paragraph, on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of Grant
Thornton LLP would have caused Grant Thornton LLP to make reference thereto in
their report on the consolidated financial statements of the Company for such
periods. During the two most recent fiscal years and through the date of this
report, the Company has had one disagreement with Grant Thornton LLP regarding
the Company recording a gain on the March 6, 2001 sale of a communications site
lease agreement (the "Lease Agreement"). The Company interpreted certain
provisions relating to Statement of Financial Accounting Standards ("FAS") 13 to
allow the recording of a gain on the sale of the Lease Agreement as of the
effective date of the sale in the amount of $186,000 because the Company did not
retain any ownership in the lease revenue stream and the buyer had no recourse
against the Company if the lease revenue stream did not continue. Grant Thornton
LLP's review of the transaction indicated that the Lease Agreement was an
operating lease and that pursuant to FAS 13 paragraph 22, the sale or assignment
by the lessor of lease payments due under an operating lease should be accounted
for as a borrowing. As such, Grant Thornton LLP recommended that the Company
record the sale of the Lease Agreement as a borrowing as of the effective date
of the sale.
The Company's Audit Committee was informed of the disagreement by
letter from Grant Thornton LLP. After considerable discussion, the Company
accepted the recommendations of Grant Thornton LLP and did not record the gain
as of the effective date of the sale of the Lease Agreement. The matter was
resolved to the satisfaction of Grant Thornton LLP. The discussions between the
Company and Grant Thornton LLP covered the accounting principles and literature
related to the different types of leases and revenue recognition. The effect on
the Company's first quarter financial statements was to eliminate $186,000 from
income and record a like amount as a liability.
The Company, during the course of evaluating Grant Thornton LLP's
recommendation, discussed the recording of the gain on the sale of the Lease
Agreement with Gary Skibicki CPA, PC. The discussions between the Company and
Gary Skibicki CPA, PC covered the accounting principles and literature related
to the different types of leases and revenue recognition. Gary Skibicki CPA, PC
concurred with the recommendations of Grant Thornton LLP regarding the manner in
which the sale should be recorded and, as stated above, the Company recorded the
sale of the Lease Agreement as a borrowing in accordance with the
recommendations of Grant Thornton LLP. The Company authorized Grant Thornton LLP
to respond fully to inquiries of Gary Skibicki CPA, PC, regarding the subject
matter of the disagreement.
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The Company has requested Gary Skibicki CPA, PC to review the
disclosure contained herein and Gary Skibicki CPA, PC has informed the Company
that it concurs with the disclosure concerning such accounting firm.
Other than the disagreement set forth above, during the Company's two
most recent fiscal years and through the date of this report, the Company has
not had any reportable events as defined in Item 304 (a) (l) (iv) of Regulation
S-B and there has not been a transaction similar to the sale of the Lease
Agreement during the two most recent fiscal years or the subsequent interim
period.
The Company requested that Grant Thornton LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of the letter dated July 13, 2001 is filed as
Exhibit 16 to Form 8-K/A filed on July 13, 2001.
REPORT OF THE AUDIT COMMITTEE
The Securities and Exchange Commission rules now require the Company to
include in its proxy statement a report from the Audit Committee of the Board of
Directors. The following report concerns the Committee's activities regarding
oversight of the company's financial reporting and auditing process.
The Audit Committee of the Board of Directors of the Company serves as
the representative of the Board for general oversight of the Company's financial
accounting and reporting process, system of internal control, and audit process.
The Company's management has primary responsibility for preparing the Company's
financial statements and its financial reporting process. The Company's
independent accountant, Gary Skibicki, CPA, PC, is responsible for expressing an
opinion on the conformity of the Company's audited financial statements to
generally accepted accounting principles.
In this context, the Audit Committee hereby reports as follows:
1. The Audit Committee has reviewed and discussed the audited
financial statements with the Company's management.
2. The Audit Committee has discussed with the independent
accountants the matters required to be discussed by SAS 61, as
may be modified or supplemented (Codification of Statements on
Auditing Standard, AU 380).
3. The Audit Committee has received the written disclosures and
the letter from the independent accountant required by
Independence Standards Board Standard No. 1 (Independence
Standards Board Standards No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, and has
discussed with the independent accountant the independent
accountant's independence.
4. Based on the review and discussion referred to in paragraphs
(1) through (3) above, the Audit Committee recommended to the
Board of Directors of the Company, and the Board has approved,
that the audited financial statements be included in the
Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2002, for filing with the Securities and
Exchange Commission.
All of the members of the Audit Committee are independent, as defined
in Rule 4200 of the Nasdaq Stock Market, Inc.
The undersigned members of the Audit Committee have submitted this
Report to the Board of Directors:
M. Dean Brown, Chair
Thomas D. Sanders
Gary L. Ellis
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STOCKHOLDER PROPOSALS
At the annual meeting each year, the Board of Directors submits to
stockholders its nominees for election as directors. In addition, the Board of
Directors may submit other matters to the stockholders for action at the annual
meeting.
Stockholders of the Company also may submit proposals for inclusion in
the proxy material. These proposals must meet the stockholder eligibility and
other requirements of the Securities and Exchange Commission. In order to be
included in the Company's 2003 proxy material, a stockholder's proposal must be
received not later than January 24, 2004 by the Company at 3021 Epperly Dr., Del
City, Oklahoma 73115, Attention: Secretary.
In addition, the By-Laws provide that in order for business to be
brought before a stockholders' meeting, a stockholder must deliver written
notice to or mailed and received at the principal executive offices of the
Company not less than forty (40) days prior to the annual meeting; provided,
however, that in the event less than forty-five (45) days' notice or prior
public disclosure of the date of the annual meeting is given or made to
stockholders, notice by the stockholder must be so received not later than the
fifth day following the day on which such notice of the date of the annual
meeting was mailed or such disclosure was made, but not less than five days
prior to the annual meeting. A stockholder's notice to the Secretary shall set
forth (a) a brief description of the business to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Company's books, of the stockholder
proposing such business, (c) the class and number of shares of the Company which
are beneficially owned by the stockholder, (d) any material interest of the
stockholder in such business, and (e) a representation that the stockholder
intends to appear at the meeting in person or by proxy to submit the business
specified in such notice. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at a meeting except in accordance with
the procedures set forth in the By-Laws. The chairman of the annual meeting
shall, if the facts warrant, determine that business was not properly brought
before the annual meeting and in accordance with the provisions of Article II,
Section 12 of the By-Laws, and if he should so determine, he shall so declare to
the annual meeting and any such business not properly brought before the annual
meeting shall not be transacted.
In addition, nominations for the election of directors shall be made by
the Board of Directors or by any stockholder entitled to vote in the election of
directors generally. However, any stockholder entitled to vote in the election
of directors generally may nominate one or more persons for election as
directors at a meeting only if timely notice of such stockholder's intent to
make such nomination or stockholder's notice is delivered to or mailed and
received at the principal executive offices of the Company not fewer than forty
(40) days prior to the annual meeting, provided, however, that in the event that
less than forty-five (45) days' notice or prior public disclosure of the date of
the annual meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received no later than the close of business on the
fifth day following the day on which such notice of the date of the annual
meeting was mailed or such disclosure was made, but not less than five days
prior to the meeting. In addition to the information required above to be given
by a stockholder who intends to submit business to a meeting of stockholders, if
the business to be submitted is the nomination of a person or persons for
election to the Board of Directors then such stockholder's notice must also set
forth, as to each person whom the stockholder proposes to nominate for election
as a director, (i) the name, age, business address and, if known, residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the class and number of shares of stock of the Corporation which
are beneficially owned by such person, (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors or is otherwise required by the rules and regulations of
the Securities and Exchange Commission promulgated under the Securities Exchange
Act of 1934, as amended, (v) the written consent of such person to be named in
the proxy statement as a nominee and to serve as a director if elected and (vi)
a description of all arrangements or understandings between such stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
stockholder. If the chairman of the annual meeting for the election of directors
determines that a nomination of any candidate for election as a director at such
meeting was not made in accordance with the applicable provisions of Article II,
Section 12 of the By-Laws, such nomination shall be void.
9
ANNUAL REPORT
The Company's Annual Report to Stockholders for the year ended December
31, 2002 accompanies this Proxy Statement. No parts of the Annual Report are
incorporated by reference into this Proxy Statement and the Annual Report is not
deemed to be a part of the proxy soliciting material.
The Company's annual report on Form 10-KSB for the year ended December
31, 2002 (other than the exhibits thereto) is available upon written request
without charge. Such requests should be directed to: James L. Smith, Chairman of
the Board, Chief Executive Officer and Secretary, Summit Life Corporation, 3021
Epperly Drive, Del City, Oklahoma 73115.
OTHER MATTERS
The Company's management does not know of any matters to be presented
at the Annual Meeting other than those set forth in the Notice of Annual Meeting
of Stockholders. However, if any other matters properly come before the Annual
Meeting, the persons named in the enclosed proxy intend to vote the shares to
which the proxy relates on such matters in accordance with their best judgment
unless otherwise specified in the proxy.
BY ORDER OF THE BOARD OF DIRECTORS
May 19, 2003 James L. Smith, Secretary
10
SUMMIT LIFE CORPORATION SEE
Del City, Oklahoma REVERSE
SIDE
PROXY/VOTING INSTRUCTION CARD
This proxy is solicited on behalf of the Board of Directors for the
Annual Meeting on June 24, 2003.
The undersigned hereby appoints Charles L. Smith and James L. Smith, or either
of them, as proxies, each with full power of substitution, to attend the Annual
Meeting of Stockholders of SUMMIT LIFE CORPORATION, to be held on June 24, 2003,
at 10:00 a.m., local time, and at any adjournments thereof, and to vote as
specified in this Proxy all the shares of stock of the Company which the
undersigned would be entitled to vote if personally present.
P
1. Your vote for the election of the Class 3 Director, nominee Gary L.
R Ellis, may be indicated on the reverse.
O 2. Your vote to ratify the appointment of Gary Skibicki, CPA, PC, as
independent auditor of the Company for 2003 may be indicated on the
X reverse.
Y Your vote is important! Please sign and date on the reverse and return
promptly in the enclosed postage paid envelope.
Change of Address and/or Comments: ___________________________________
______________________________________________________________________
(If you have written in the above space, please mark the "Comments"
box on the reverse of this card.)
----- Please mark your votes as in this example.
X
----- This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no directions are indicated,
this proxy will be voted for proposals 1 and 2.
The Board of Directors recommends a vote FOR Proposals 1 and 2
1. Election of Director (see reverse) FOR WITHHELD
[ ] [ ]
For all nominee(s) except vote withheld from the following: _________________
2. Ratify appointment of Gary Skibicki, CPA, PC (see reverse)
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
[ ] Change of Address and Comments on Reverse Side
Note: Please sign exactly as name appears on this
card. Joint Owners should each sign personally.
Corporation proxies should be signed by an authorized
officer. Executors, administrators, trustees, etc.
should so indicate when signing.
_____________________________________________________
_____________________________________________________
SIGNATURE(S) DATE