STERLING CAPITAL CORPORATION
635 Madison Avenue
New York, New York 10022
(212) 980-3360
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 25, 1996
To the Shareholders of STERLING CAPITAL CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders
(the "Meeting") of Sterling Capital Corporation, a New York
corporation (the "Corporation"), will be held on Wednesday,
September 25, 1996, at 9:30 A.M., New York City time, at the
offices of the Corporation at 635 Madison Avenue, on the 17th
Floor, New York, New York , 10022, for the following purposes,
all as more fully described in the accompanying Proxy Statement:
1. To elect five directors of the Corporation;
2. To ratify the selection by the Corporation's Board of
Directors of
Stavisky, Knittle, Isaacs & Dichek, C.P.A., P.C., as
the Corporation's
independent accountants for the year ending December
31, 1996; and
3. To transact any other business which may properly come
before the Meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on
August 12, 1996 as the record date for the determination of
shareholders entitled to notice of and to vote at the Meeting,
and only shareholders of record on such date are entitled to so
vote. The transfer books will not be closed.
Please execute and return the enclosed Proxy promptly in the
enclosed envelope, whether or not you intend to be present at
the Meeting. If you can attend and vote in person, you are
invited to do so; but if not, you are urged to submit the
enclosed Proxy with your votes marked thereon. You may revoke
your Proxy at any time before it is voted. No postage is
required if the Proxy is mailed in the United States.
By order of the Board of Directors:
TRACEY R. SCHADEWALD
Secretary
New York, New York
August 30, 1996
You are requested to sign, date and return the
accompanying Proxy in the enclosed envelope.<PAGE>
STERLING CAPITAL CORPORATION
635 Madison Avenue
New York, New York 10022
___________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 25, 1996
__________________
This Proxy Statement is furnished to the shareholders of
Sterling Capital Corporation,
a New York corporation (the "Corporation"), in connection with a
solicitation of proxies for
use at the Annual Meeting of Shareholders (the "Meeting") to be
held on Wednesday,
September 25, 1996 at 9:30 A.M., New York City time, at the
offices of the Corporation at 635 Madison Avenue, on the 17th
Floor, New York, New York 10022, and at all adjournments or
postponements thereof, for the purposes set forth in the
accompanying Notice of the Meeting.
Only shareholders of record at the close of business on August
12, 1996 will be entitled to notice of and to vote at the
Meeting. At such date the outstanding voting securities of the
Corporation consisted of 2,500,000 shares of Common Stock, par
value $1.00 per share, each share having one vote.
This Proxy Statement and the enclosed Proxy are being mailed to
shareholders on or about August 30, 1996.
The enclosed Proxy is solicited by the Board of Directors. Any
shareholder giving such Proxy has the power to revoke it at any
time before it is exercised by giving written notice to the
Corporation bearing a later date than the Proxy, by submission
of a later dated proxy, or by voting in person at the Meeting,
which any shareholder may do whether or not he or she has
previously given a proxy. The shares represented by all
properly executed proxies received in time for the Meeting will
be voted in accordance with any specification made thereon, and
if no specification is made thereon will be voted (i) FOR the
election of all the nominees for directors, and (ii) FOR the
ratification of the selection by the Corporation's Board of
Directors of Stavisky, Knittle, Isaacs & Dichek, C.P.A., P.C.,
as the Corporation's independent public accountants for the year
ending December 31, 1996.
Mr. Walter Scheuer, the Chairman of the Board of Directors and
controlling shareholder of the Corporation, Mr. Wayne S.
Reisner, the President of the Corporation, Richard Kaufman,
Executive Vice President of the Corporation, and Gaymark
Associates, the largest shareholder of record of the
Corporation, have advised the Corporation that they intend to
vote all shares which they are entitled to vote in favor of the
election of all the nominees for directors and in favor of the
ratification of the selection of Stavisky, Knittle, Isaacs &
Dichek, C.P.A., P.C., as the<PAGE>
Corporation's independent public accountants,
which assures the passage of these proposals since such shares constitute more
than 50% of the Corporation's outstanding Common Stock. See
"Security Ownership of Directors and Officers, and Other
Principal Holders of the Corporation's Voting Securities."
The Corporation will furnish, without charge, a copy of the
Corporation's most recent Annual Report and the most recent
Semi-Annual Report succeeding the Annual Report, if any, to any
shareholder upon request. Requests should be directed to
Sterling Capital Corporation, 635 Madison Avenue, New York, New
York 10022, telephone number (800) 949-3456, Attention: Tracey
R. Schadewald.
ELECTION OF DIRECTORS
A board of five directors is to be elected at the Meeting to
serve until the next annual meeting of shareholders and
thereafter until their successors shall have been elected and
qualified. To be elected, each nominee for director must
receive a plurality of the votes cast at the Meeting by the
holders of shares entitled to vote, provided that a quorum
(consisting of one-third of the total number of outstanding
shares of Common Stock) is present. Under applicable New York
law, in tabulating the vote with regard to the election of
directors, broker non-votes, if any, will be disregarded and
will have no effect on the outcome of the vote.
Each of the nominees listed below has advised the Corporation
that he will serve if elected. The Corporation does not expect
that any of such nominees will be unavailable for election, but
if that should occur before the Meeting, the persons named in
the proxy will have the right to vote for a substitute nominee
if designated by the Corporation's Board of Directors.
Set forth below are the names and ages of the nominees, their
positions in the Corporation, if any, and their principal
occupations at present and during the past five years. Mr.
Eliasberg, Mr. Floor and Mr. Scheuer have been directors since
1980; Mr. Kingsley has been a director since 1984; and Mr.
Scherl has been a Director since 1994. The terms of each of the
present directors will expire upon the election of the directors
at the Meeting.
Name and Position
with the Corporation Present Principal Occupation Age
Jay Eliasberg*+ Independent Market 76
Director Research Consultant (1)
Arthur P. Floor+ Program Director, Energetics Corporation, 72
Director an energy consulting firm
(2)
Nathan Kingsley+ President, Total Communications 69
Director International, a media
consulting firm (3)
Archer Scherl Private Investor (4) 65
Director
Walter Scheuer*++** Private Investor and Chairman ofthe 74
Chairman of the Board Board of the Corporation (5)
* Member of the Executive Committee.
** Member of the Investment Committee.
+ Member of the Audit Committee.
++ Mr. Scheuer may be deemed an "interested person" of the
Corporation as that term is defined in the Investment Company
Act of 1940, as amended (the "1940 Act").
(1) Mr. Eliasberg has been an independent market research
consultant for more than the past five years.
(2) Mr. Floor has held his present position since December,
1990.
(3) Mr. Kingsley has held his present position since November,
1991. From prior to 1990 until September 1991 Mr. Kingsley was
Public and Congressional Affairs Advisor, Bureau of Human Rights
and Humanitarian Affairs, U.S. Department of State.
(4) Mr. Scherl has been a private investor for more than the
past five years.
(5) Mr. Scheuer has held his present position with the
Corporation since October 28, 1980. Mr. Scheuer since March,
1989 has been the controlling shareholder of Manchester Capital
Corporation ("Manchester"), an investment adviser registered
under the Investment Advisers Act of 1940.
None of the nominees is a director of any public corporation
other than the Corporation.
The Audit Committee is charged with, among other things, the
duties of recommending to the Board of Directors the selection,
retention or termination of the independent auditors, reviewing
the overall scope of the audit of the Corporation's financial
statements with the Corporation's independent public
accountants, reviewing the Corporation's financial statements
and results of audit and examining the Corporation's internal
financial and operational controls and organization. The Audit
Committee met twice in 1995.
The Corporation has no standing nomination, compensation or
similar committee.
During the year ended December 31, 1995, five meetings of the
Board of Directors were held. Each Director attended at least
seventy-five percent of the aggregate number of meetings of the
Board and any committee on which he served.
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS
AND OFFICERS, AND OTHER PRINCIPAL HOLDERS
OF THE CORPORATION'S VOTING SECURITIES
The table below sets forth information concerning the shares of
the Corporation's Common Stock beneficially owned by the
directors, all directors and officers of the Corporation as a
group without naming them, and each person who is known by the
Corporation to be the beneficial owner of more than five percent
of the Corporation's Common Stock as at July 31, 1996. The
address of each of the directors is c/o Sterling Capital
Corporation, 635 Madison Avenue, New York, New York 10022. The
address of Gaymark Associates is 635 Madison Avenue, New York,
New York 10022. The address of each of Marge P. Scheuer,
Jeffrey Scheuer, Susan Scheuer and Judith Scheuer is c/o Walter
Scheuer, 635 Madison Avenue, New York, New York 10022.
Amount and Nature Percent
Name of Beneficial Owner of Beneficial Owner of Class
Jay Eliasberg* None -
Arthur P. Floor* None -
Gaymark Associates 1,809,496 (a) 72.4%
Nathan Kingsley* None -
Archer Scherl* None -
Walter Scheuer* 1,966,096 (b) 78.6%
Wayne S. Reisner 406,393 (c) 16.3%
Richard Kaufman 411,693 (d) 16.5%
Marge P. Scheuer 221,397 (e) 9.0%
Jeffrey Scheuer 653,644 (f) 26.2%
Susan Scheuer 439,822 (g) 17.6%
Judith Scheuer 260,804 (h) 10.4%
Edwin Robbins Family, Trusts
and Foundation 218,532 (i) 8.7%
All Directors and Executive Officers
as a Group consisting of 7 persons 1,966,096 (j) 78.6%
_______________
* Member of the Board of Directors of the Corporation.
(a) Of the 1,809,496 shares (approximately 72.4% of the
Corporation's outstanding Common Stock) owned of record by
Gaymark Associates ("Gaymark"), a limited partnership, of which
Windy Gates Corporation ("Windy Gates") is the general partner
and Mr. Walter Scheuer is a limited partner, 18,032 shares are
held for Windy Gates, 346,529 shares are held for Mr. Scheuer
(see note (b) below), 166,797 shares are held for Marge P.
Scheuer, Mr. Scheuer's wife (see note (e) below), 34,068,
482,976, 204,097 and 200,904 shares, respectively, are held for
the four children of Mr. Scheuer (see notes (f), (g), and (h)
below), 54,600 shares are held for a revocable trust for the
benefit of three of Mr. Scheuer's children, 200,493 shares are
held for five trusts for the benefit of five of Mr. Scheuer's
grandchildren, and 101,000 shares are held for Mrs. Marcelle
Halpern. The shares of the Corporation's Common Stock that are
reflected in the table as being beneficially owned by Gaymark do
not include the 218,532 shares which Gaymark has an option to
acquire. See note (i) below. Windy Gates is a New York
corporation of which Mr. Scheuer is President, a director and a
shareholder. The other shareholders of Windy Gates are Mr.
Scheuer's wife and four children. Mr. Reisner and Mr. Kaufman
are each Vice Presidents and directors of Windy Gates. Mr.
Scheuer acts as attorney-in-fact for the persons for whom the
aforementioned shares of the Corporation's Common Stock are held
by Gaymark, and Mr. Scheuer is a trustee of each of the
aforementioned trusts. Windy Gates, as the general partner of
Gaymark, has the sole power to vote the aforementioned shares of
the Corporation's Common Stock owned by Gaymark.
(b) Of the 1,966,096 shares of which Mr. Scheuer may be deemed
to be a beneficial owner, 346,529 shares (approximately 13.9% of
the Corporation's outstanding Common Stock) are held for his
account by Gaymark as described in note (a) above. Also as
described in note (a) above, Gaymark holds 18,032 shares for the
account of Windy Gates, an aggregate of 922,045 shares for the
accounts of Mr. Scheuer's four children, 54,600 shares for the
account of a revocable trust, the beneficiaries of which are
three of Mr. Scheuer's children, 200,493 shares for the account
of five trusts, the beneficiaries of which are Mr. Scheuer's
grandchildren, and 166,797 shares for the account of Mr.
Scheuer's wife. In addition, an aggregate of 156,600 shares are
held directly by two trusts, the beneficiaries of which are two
of Mr. Scheuer's grandchildren. Since Mr. Scheuer acts as
attorney-in-fact for such persons and as trustee for such trusts
and is President of Windy Gates, he also may be deemed to be a
beneficial owner of such 1,518,567 shares. In addition, Gaymark
holds 101,000 shares for Mrs. Halpern, for whom Mr. Scheuer acts
as attorney-in-fact. Mr. Scheuer may be deemed to be a
beneficial owner of all of such shares. Except to the extent
that Mr. Scheuer may be deemed to be a beneficial owner by
virtue of voting or shared investment power as set forth above,
Mr. Scheuer disclaims any beneficial ownership in the 1,408,367
shares owned of record by Gaymark and not held for his account
and for the account of the revocable trust identified above and
in the 156,600 shares held directly by two trusts for the
benefit of two of his grandchildren. The shares of the
Corporation's Common Stock that are reflected in the table as
being beneficially owned by Mr. Scheuer do not include the
229,532 shares which Gaymark has an option to acquire. See note
(i) below.
(c) Of the 406,393 shares of which Mr. Reisner may be deemed to
be a beneficial owner, 195,193 shares are held by Gaymark for
the accounts of certain of the trusts for the benefit of Mr.
Scheuer's four grandchildren as identified in note (b) above,
54,600 shares are held by Gaymark for the account of the
revocable trust identified in note (b) above, and 156,600 shares
are directly held by two trusts for the benefit of two of Mr.
Scheuer's grandchildren, as identified in note (b) above. Since
Mr. Reisner acts as trustee for such trusts, he may be deemed a
beneficial owner of such 406,393 shares. Except to the extent
that Mr. Reisner may be deemed to be a beneficial owner by
virtue of shared investment power as set forth above, Mr.
Reisner disclaims any beneficial ownership in all such shares.
(d) Of the 411,693 shares of which Mr. Kaufman may be deemed to
be a beneficial owner, 200,493 shares are held by Gaymark for
the accounts of five trusts for the benefit of Mr. Scheuer's
five grandchildren as identified in note (b) above, 54,600
shares are held by Gaymark for the account of the revocable
trust identified in note (b) above, and 156,600 shares are
directly held by two trusts for the benefit of two of Mr.
Scheuer's grandchildren, as identified in note (b) above. Since
Mr. Kaufman acts as trustee for such trusts, he may be deemed a
beneficial owner of such 411,693 shares. Except to the extent
that Mr. Kaufman may be deemed to be a beneficial owner by
virtue of shared investment power as set forth above, Mr.
Kaufman disclaims any beneficial ownership in all such shares.
(e) Of the 221,397 shares of which Mrs. Scheuer may be deemed
to be a beneficial owner, 166,797 shares are held for her
account by Gaymark and 54,600 shares are held by Gaymark for the
account of a revocable trust for the benefit of three of her
children, which trust's shareholdings in the Corporation are
described in note (b) above, of which trust Mrs. Scheuer is a
trustee. Mrs. Scheuer disclaims any beneficial ownership in the
shares held by Gaymark for the account of such trust.
(f) Of the 653,644 shares of which Jeffrey Scheuer, a son of
Mr. Scheuer, may be deemed to be a beneficial owner, 482,976
shares are held for his account by Gaymark and (i) 111,668
shares are held by Gaymark for the account of two trusts for the
benefit of Jeffrey Scheuer's children and (ii) 59,000 shares are
held directly by a trust for the benefit of one of Jeffrey
Scheuer's children, which trusts' shareholdings in the
Corporation are described in note (b) above, of which trusts
Jeffrey Scheuer and his wife are trustees. Jeffrey Scheuer and
his wife each disclaims any beneficial ownership in the shares
held by Gaymark for the account of such trusts.
(g) Of the 439,822 shares of which Susan Scheuer, a daughter of
Mr. Scheuer, may be deemed to be a beneficial owner, 204,097
shares are held for her account by Gaymark, 54,600 shares are
held by Gaymark for the account of a revocable trust for the
benefit of Susan Scheuer and two of her siblings, and (i) 83,525
shares are held by Gaymark for the account of two trusts for the
benefit of Susan Scheuer's children and (ii) 97,600 shares are
held directly by a trust for the benefit of one of Susan
Scheuer's children, which trust's shareholdings in the
Corporation are described in note (b) above, of which trusts
Susan Scheuer is a trustee. Susan Scheuer disclaims any
beneficial ownership in the shares held by Gaymark for the
account of such trusts.
(h) Of the 260,804 shares of which Judith Scheuer, a daughter
of Mr. Scheuer, may be deemed to be a beneficial owner, 200,904
shares are held for her account by Gaymark and 54,600 shares are
held by Gaymark for the account of a revocable trust for the
benefit of Judith Scheuer and two of her siblings, and 5,300
shares are held by Gaymark for the account of a trust for the
benefit of Judith Scheuer's child, which trust's shareholdings
in the Corporation are described in note (b) above, of which
trusts Judith Scheuer is a trustee. Judith Scheuer disclaims
any beneficial ownership in the shares held by Gaymark for the
account of such trusts.
(i) According to information supplied to the Corporation by Mr.
Robbins. Gaymark has an option to acquire all such shares. Mr.
Robbins' business address is 919 Third Avenue, New York, New
York 10022.
(j) The computation of 1,966,096 shares reported in this column
includes all shares which may be deemed to be beneficially owned
by Messrs. Scheuer, Reisner and Kaufman as described in the
foregoing notes, as well as by all other officers and directors
of the Corporation, but eliminates the duplication that would
arise from including more than one beneficial owner of the same
shares. Such shares do not include the 218,532 shares owned
by Mr. and Mrs. Robbins, and certain trusts for the benefit of
their children, as described in note (i) above.
EXECUTIVE OFFICERS
The following table sets forth the names and ages of all
executive officers of the Corporation and their positions with
the Corporation.
Name Position Age
Walter Scheuer Chairman of the Board of Directors (1) 74
Wayne S. Reisner President (2) 46
Richard I. Kaufman Executive Vice President and Treasurer(3) 42
__________________
(1) For additional information as to Mr. Scheuer see "Election
of Directors".
(2) Mr. Reisner has been President since March 15, 1993. Mr.
Reisner was Executive Vice President of the Corporation from
July, 1988 to March, 1993 and was Vice President from November,
1985 to July, 1988. He has been employed by the Corporation
since August, 1985. Mr. Reisner also has been a Vice President
and a Director of Windy Gates since March 15, 1993. Mr. Reisner
has been a Director and President of Manchester since December
9, 1988 and March 1, 1989, respectively.
(3) Mr. Kaufman has been Executive Vice President since March
15, 1993. Mr. Kaufman has been employed by the Corporation since
October 28, 1980, has been Treasurer since January 21, 1981 and
was Vice President from April 2, 1987 until March 15, 1993. Mr.
Kaufman has been a member of the Corporation's Investment
Committee since November 20, 1989. Mr. Kaufman has been a Vice
President and a Director of Windy Gates since March 15, 1993.
Mr. Kaufman has been a Director, Secretary-Treasurer and Vice
President of Manchester since December 9, 1988, March 1, 1989
and March 2, 1992, respectively.
The officers of the Corporation are elected or appointed by the
Board of Directors to hold office until the meeting of the Board
of Directors following the next annual meeting of shareholders.
Subject to the right of the Corporation to remove officers
pursuant to its By-Laws, officers serve until their successors
are chosen and have qualified.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation paid
or accrued by the Corporation during its fiscal year ended
December 31, 1995 to the executive officers of the Corporation
whose aggregate compensation for such year exceeded $60,000 and
to all executive officers as a group.
COMPENSATION TABLE
Pension or Retirement
Benefit Accrued Estimated
Capacities in which Aggregate During Registrant's Annual
Name of Person Remuneration Received Remuneration Last Fiscal Year Benefit
Upon
Retirement
Wayne S. Reisner President $93,750 N/A $65,625
Richard I. Kaufman Exec.Vice President and
Treasurer $70,313 N/A $49,218
Jeffrey Bovit (1) Exec. Vice President $68,625 N/A $48,038
Directors and Officers as a group
consisting of 8 persons* $232,688 N/A N/A
_______________
(1) Mr. Bovit left the Company's employ effective January 31,
1996.
* The officers received certain benefits from the Corporation
not disclosed in this Table in an amount equal to less than 10%
of the amount received by such officers as cash compensation.
For the year ended December 31, 1995, Mr. Eliasberg, Mr. Floor
and Mr. Kingsley were each paid $10,000 for their services as
directors. Mr. Scherl was not compensated for his services as a
director. Mr. Scheuer was not compensated separately for his
duties as a director of the Corporation. Each director of the
Corporation was also paid his expenses, if any, for attendance
at each meeting of the Board of Directors.
CERTAIN TRANSACTIONS
Effective July 1, 1994, Windy Gates, a privately held
corporation owned by Mr. Scheuer and members of his family and
General Partner of Gaymark, entered into a lease on premises at
635 Madison Avenue, New York, N.Y. Gaymark owns 1,809,496 shares
(approximately 72.4%) of the Corporation's Common Stock. Messrs.
Reisner and Kaufman are officers and directors of Windy Gates.
Windy Gates entered into a sublease with the Corporation for a
portion of its leased office space. The term of the sublease
expires on June 30, 2004.
The rental obligations for the aforementioned premises are
allocated between the Corporation, on the one hand, and Mr.
Scheuer and Windy Gates, on the other hand, on the basis of each
such party's use of this space. For the use of their respective
portions of such space, the Corporation and Mr. Scheuer paid or
accrued approximately $28,000 and $315,000, respectively, for
1995, and paid or accrued approximately $12,000 and $159,000
respectively, for the six months ended June 30, 1996.
Incidental to the sublease arrangements described above, the
Corporation and Mr. Scheuer have allocated certain of the
expenses incurred in connection with each of such party's use of
various services located thereat, including office equipment and
secretarial, administrative and internal accounting personnel.
In connection with the allocation of expenses incurred with
respect to the use of such services, the Corporation and Mr.
Scheuer paid or accrued approximately $90,000 and $325,000,
respectively, for 1995, and $50,000 and $220,000, respectively,
for the six months ended June 30, 1996. In addition, during
such period certain persons who were also officers of the
Corporation rendered services to Mr. Scheuer personally for
which they received compensation directly from Mr. Scheuer. See
"Election of Directors" and "Security Ownership of Directors and
Officers, and Other Principal Holders of the Corporation's
Voting Securities".
RATIFICATION OR REJECTION
OF SELECTION OF ACCOUNTANTS
The Board of Directors of the Corporation has selected
Stavisky, Knittle, Isaacs & Dichek, C.P.A., P.C., to act as the
independent public accountants to audit and report on the
financial statements of the Corporation for the year ending
December 31, 1996. Pursuant to the provisions of the 1940 Act,
a majority of those members of the Board of Directors who are
not "interested persons" of the Corporation have, by a vote cast
in person at a meeting of said Board, voted in favor of such
selection of Stavisky, Knittle, Isaacs & Dichek, C.P.A., P.C.,
as the Corporation's independent public accountants. This
selection is being submitted for ratification or rejection by
shareholders and, to be effective, must be approved by a
majority of the issued and outstanding shares of the
Corporation's Common Stock.
A representative of Stavisky, Knittle, Isaacs & Dichek, C.P.A.,
P.C., is expected to be present at the Meeting with an
opportunity to make a statement if he desires to do so, and is
expected to be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals by shareholders intended to be presented at the next
Annual Meeting (to be held in 1997) must be received by the
Corporation on or before May 2, 1997 in order to be included in
the Proxy Statement and Proxy for that meeting.
ADDITIONAL INFORMATION
Decisions to buy and sell securities for the Corporation are
made by its Investment Committee, pursuant to policies approved
by its Board of Directors, which periodically reviews investment
decisions. The officers and Investment Committee of the
Corporation are also responsible for placing orders for the
purchase and sale of securities and placing its brokerage
business.
Research services furnished by brokers through which the
Corporation effects securities transactions may be used by
employees and directors in connection with their duties to Mr.
Scheuer, members of his family and associates and to Manchester.
Research services furnished to employees by brokers in
connection with their duties to Mr. Scheuer, members of his
family and associates and to Manchester may be used by such
employees in connection with their duties to the Corporation.
GENERAL
The Corporation will bear the entire expense of the
solicitation of proxies by use of the mails, and some of the
officers and employees of the Corporation may solicit proxies
personally or by telephone, telegraph or cable, the cost of
which will be nominal. Arrangements will also be made with
brokerage firms and other custodians, nominees and fiduciaries
to forward solicitation material to the beneficial owners of the
stock held of record by such persons, and the Corporation will
reimburse them for reasonable out-of-pocket expenses incurred by
them in so doing.
The Board of Directors knows of no business that will be
presented for action at the Meeting in addition to the matters
specified in the accompanying notice of the Meeting. If other
matters do come before the Meeting, it is intended that proxies
will be voted in accordance with the judgment of the person or
persons exercising at the Meeting the authority conferred by the
proxy.
It is important that proxies be returned promptly. Therefore,
shareholders are requested to complete, sign and date the
accompanying proxies and to return them promptly in the enclosed
envelope.
By order of the Board of Directors:
TRACEY R. SCHADEWALD
Secretary
New York, New York
August 30, 1996<PAGE>
PROXY
STERLING CAPITAL CORPORATION
PROXY Solicited by the Board of Directors for Annual
Meeting of Shareholders, September 25, 1996
The undersigned appoints Walter Scheuer, Wayne Reisner and
Richard Kaufman and each of them, each with power to appoint a
substitute, and with authority to each to act in the absence of
the other, the Proxies and Proxy of the undersigned to vote all
shares the undersigned is entitled to vote at the Annual Meeting
of Shareholders of Sterling Capital Corporation (the
"Corporation") to be held on September 25, 1996 and all
adjournments or postponements thereof.
The Board of Directors recommends a vote FOR the election of
Directors and FOR Item 2 below.
1. ELECTION OF DIRECTORS
___ FOR all nominees listed ___ WITHHOLD
AUTHORITY
below (except as marked to
vote for all nominees
to the contrary below)
listed below
(INSTRUCTION: To withhold authority to vote for any nominee,
check FOR above and strike a line through the nominee's name in
the list below)
J. Eliasberg A.P. Floor A. Scherl
W. Scheuer N. Kingsley
2. The ratification of the selection by the Board of Directors
of Stavisky, Knittle, Isaacs and
Dichek, C.P.A., P.C. as the Corporation's independent
public accountants for the year ending
December 31, 1996.
___ FOR ___ AGAINST ___ ABSTAIN
3. In their discretion, upon any other matter which may
properly come before said Meeting or any adjournment or
postponement thereof.<PAGE>
The shares represented by this Proxy are to be voted in
accordance with any specification made above. Where no
specification is given, Proxies will be voted FOR the election
of all nominees for directors and FOR the proposal in item 2.
Receipt of the Notice of said Meeting and the related Proxy
Statement, and the Annual Report is hereby acknowledged.
Date _________________, 1996
____________________________
Signature
____________________________
Signature if held jointly
(Please sign exactly as name appears hereon. Joint owners
should each sign. Executors, administrators, trustees, etc.
should so indicate when signing and where more than one is
named, a majority should sign.)
IMPORTANT: PLEASE SIGN,
DATE AND RETURN PROMPTLY
