SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
STERLING CAPITAL CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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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.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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<PAGE>
STERLING CAPITAL CORPORATION
635 Madison Avenue
New York, New York 10022
(212) 980-3360
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 16, 2000
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 Monday, October 16, 2000, 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 Tocci & Goldstein L.L.P., as the Corporation's independent
accountants for the year ending December 31, 2000; and
3. To transact any other business which may properly come before the
Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on August 25,
2000 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. STEFANO
Corporate Secretary
New York, New York
September 15, 2000
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 OCTOBER 16, 2000
------------------
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 Monday, October 16, 2000 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 25, 2000
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 September 15, 2000.
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 Tocci &
Goldstein L.L.P., as the Corporation's independent public accountants for the
year ending December 31, 2000.
Mr. Walter Scheuer, the Chairman of the Board of Directors and
controlling shareholder of the Corporation, and Mr. Wayne S. Reisner, the
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
Tocci & Goldstein L.L.P., as the 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."
<PAGE>
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.
Stefano.
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*+ Private Investor (1) 80
Director
Arthur P. Floor+ Energy Consultant (2) 76
Director
Nathan Kingsley+ President, Total Communications 73
Director International, a media consulting firm (3)
Archer Scherl+ Private Investor (4) 69
Director
Walter Scheuer*++** Private Investor and Chairman of the 78
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").
<PAGE>
(1) Mr. Eliasberg has been a private investor for more than the past five
years.
(2) Mr. Floor has held his present position for more than the past five
years.
(3) Mr. Kingsley has held his present position for more than the past five
years.
(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 the
audit and examining the Corporation's internal financial and operational
controls and organization. The Audit Committee met once in 1999.
The Corporation has no standing nomination, compensation or similar
committee.
During the year ended December 31, 1999, three 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.
SECURITY OWNERSHIP OF DIRECTORS
AND OFFICERS, AND OTHER PRINCIPAL HOLDERS
OF THE CORPORATION'S VOTING SECURITIES
The following table sets forth information concerning the shares of the
Corporation's Common Stock beneficially owned by the directors, the executive
officers identified in the Compensation Table, 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 August 15, 2000. 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 and Wayne S. Reisner 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.
<PAGE>
Amount and Nature Percent
Name of Beneficial Owner of Beneficial Owner of Class
------------------------ ------------------- ---------
Jay Eliasberg* None -
Arthur P. Floor* None -
Gaymark Associates 1,921,796 (a) 76.9%
Nathan Kingsley* None -
Archer Scherl* None -
Walter Scheuer* 2,078,396 (b) 83.1%
Wayne S. Reisner 406,393 (c) 16.3%
Marge P. Scheuer 221,397 (d) 8.9%
Jeffrey Scheuer 653,644 (e) 26.1%
Susan Scheuer 455,172 (f) 18.2%
Judith Scheuer 357,754 (g) 14.3%
All Directors and Executive Officers
as a Group consisting of 6 persons 2,078,396 (h) 83.1%
---------------
* Member of the Board of Directors of the Corporation.
(a) Of the 1,921,796 shares (approximately 76.9% 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 (d) below), 34,068, 482,976, 204,097 and 200,904 shares, respectively, are
held for the four children of Mr. Scheuer (see notes (e), (f), and (g) below),
54,600 shares are held for a revocable trust for the benefit of three of Mr.
Scheuer's children, 312,793 shares are held for seven trusts for the benefit of
seven 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
122,696 shares which Gaymark has an option to acquire. 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 is a Vice President and director 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 2,078,396 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
<PAGE>
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, 312,793 shares for the account of seven 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 1,630,867 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 1,520,667 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 122,696 shares which Gaymark has an option
to acquire.
(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 four of
the trusts for the benefit of Mr. Scheuer's 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 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.
(e) 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 is a trustee. Jeffrey Scheuer
disclaims any beneficial ownership in the shares held by Gaymark for the account
of such trusts.
(f) Of the 455,172 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) 98,875 shares are held by Gaymark for the account of three
<PAGE>
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 trusts' 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.
(g) Of the 357,754 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
102,250 shares are held by Gaymark for the account of two trusts for the benefit
of Judith Scheuer's children, which trusts' 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.
(h) The computation of 2,078,396 shares reported in this column
includes all shares which may be deemed to be beneficially owned as described in
the foregoing notes, but eliminates the duplication that would arise from
including more than one beneficial owner of the same shares. Such shares do not
include 122,696 shares which Gaymark has an option to acquire.
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) 78
Wayne S. Reisner President (2) 50
------------------
(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.
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.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation paid or accrued
by the Corporation during its fiscal year ended December 31, 1999 to the only
executive officer of the Corporation whose aggregate compensation for such year
exceeded $60,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Pension or Retirement
Benefit Accrued Estimated
Capacities in which Aggregate During Registrant's Annual Benefit
Name of Person Remuneration Received Remuneration Last Fiscal Year Upon Retirement
-------------- --------------------- ------------ --------------------- ---------------
<S> <C> <C> <C> <C>
Wayne S. Reisner President $78,000 N/A $54,600
</TABLE>
---------------
* Mr. Reisner received certain benefits from the Corporation not disclosed in
this Table in an amount equal to less than 10% of the amount received by
him as cash compensation.
For the year ended December 31, 1999, Mr. Eliasberg, Mr. Floor, Mr.
Kingsley and Mr. Scherl were each paid $10,000 for their services as directors.
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.
RETIREMENT PLANS
The foregoing Summary Compensation Table does not include any
contribution, payment or accrual under a qualified non-contributory retirement
plan (the "Retirement Plan") maintained by the Corporation, as such amounts
cannot readily be separately or individually calculated. Mr. Reisner
participates in the Retirement Plan. An eligible employee or his survivor will
be entitled under the Retirement Plan to receive, upon retirement, death or
disability, monthly payments based upon formulas relating benefits to salary and
years of credited service, which is generally determined by averaging the final
three years of compensation prior to retirement. Salaries reported in the
foregoing Summary Compensation Table are substantially identical to compensation
covered by the Retirement Plan ("Covered Compensation").
The following table sets forth, for purposes of illustration, the
estimated annual retirement benefit payable under the Retirement Plan as a
straight life annuity, upon retirement to participants of specified Covered
Compensation and years of credited service who are fully vested (seven years of
service). Mr. Reisner has 13 years of credited service under the plan as
<PAGE>
of December 31, 1999. All calculations assume retirement at age 65 (normal
retirement age).
Total Covered Estimated Annual Benefits Upon Retirement
Compensation Based on Service of:
25 Years
15 Years 20 Years and over
-------- -------- --------
$50,000...............................$21,000 $28,000 $35,000
$75,000................................31,500 42,000 52,500
$100,000................................42,000 56,000 70,000
$125,000................................52,500 70,000 87,500
$150,000................................63,000 84,000 105,000
$175,000................................67,200 89,600 112,000
$200,000 or more........................67,200 89,000 112,000
CERTAIN TRANSACTIONS
Effective July 1, 1994, Windy Gates, a privately held corporation owned
by Mr. Scheuer and members of his family and the General Partner of Gaymark,
entered into a lease on the premises at 635 Madison Avenue, New York, New York.
Gaymark owns 1,921,796 shares (approximately 76.9%) of the Corporation's Common
Stock. Mr. Reisner is an officer and director 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 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 $21,000 and $322,000, respectively, for 1999, and paid or
accrued approximately $12,000 and $160,000 respectively, for the six months
ended June 30, 2000.
Incidental to the sublease arrangements described above, the
Corporation and Mr. Scheuer have allocated certain of the expenses incurred in
connection with each 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 $108,000 and $529,000, respectively, for 1999, and $62,000 and
$293,000, respectively, for the six months ended June 30, 2000. 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".
<PAGE>
RATIFICATION OF SELECTION
OF ACCOUNTANTS
The Board of Directors of the Corporation has selected Tocci &
Goldstein L.L.P., (previously named Stavisky Knittle Tocci & Goldstein L.L.P.),
to act as the independent public accountants to audit and report on the
financial statements of the Corporation for the year ending December 31, 2000.
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 Tocci & Goldstein L.L.P., as the Corporation's independent public
accountants. This selection is being submitted for ratification 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 Tocci & Goldstein L.L.P., 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 for inclusion in the Corporation's
proxy statement for the next Annual Meeting (to be held in 2001) pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), must be received by the Corporation on or before May 18, 2001 in order to
be eligible for inclusion in the Proxy Statement and Proxy for that meeting. In
order for proposals by shareholders made outside of Rule 14a-8 under the
Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c) under
the Exchange Act, such proposals must be received by the Corporation on or
before August 1, 2001.
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.
<PAGE>
Research services furnished by brokers through which the Corporation
effects securities transactions may be used by officers and employees in
connection with their duties to Mr. Scheuer, members of his family and
associates and to Manchester. Research services furnished to officers and
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. STEFANO
Corporate Secretary
New York, New York
September 15, 2000
<PAGE>
PROXY
STERLING CAPITAL CORPORATION
PROXY Solicited by the Board of Directors for Annual
Meeting of Shareholders, October 16, 2000
The undersigned appoints Walter Scheuer, Wayne Reisner and Michael
Carey 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 October 16, 2000 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 individual 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 Tocci &
Goldstein L.L.P., as the Corporation's independent public accountants for
the year ending December 31, 2000.
[_] 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 _________________, 2000
____________________________
Signature
____________________________
Signature if held jointly
(Please sign exactly as name appears hereon. It is requested that joint
owners 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
