<PAGE> 1
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
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / 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 Rule 14a-11(c) or Rule
14a-12
UniCapital Corporation
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
LOGO
10800 BISCAYNE BOULEVARD
SUITE 800
MIAMI, FLORIDA 33161
TELEPHONE: (305) 899-5000
TELEFAX: (305) 899-5050
APRIL 9, 1999
Dear UniCapital Stockholder:
You are cordially invited to attend our 1999 Annual Meeting of Stockholders
to be held on Friday, May 14, 1999, at 9:30 a.m., local time, at the Marriott
Financial Center Hotel, 85 West Street, New York, New York 10006.
The Annual Meeting will begin with a report on Company operations, followed
by discussion and voting on the matters described in the accompanying Notice of
Annual Meeting and Proxy Statement.
Please read the accompanying Notice of Annual Meeting and Proxy Statement
carefully. Whether or not you plan to attend, you can ensure that your shares
are represented at the Annual Meeting by promptly completing, signing, dating
and returning the enclosed proxy card in the envelope provided.
Sincerely,
/s/ Robert J. New
------------------------------------
Robert J. New
Chairman of the Board and
Chief Executive Officer
<PAGE> 3
UNICAPITAL CORPORATION
10800 BISCAYNE BOULEVARD, SUITE 800
MIAMI, FLORIDA 33161
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 14, 1999
------------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of UniCapital
Corporation, a Delaware corporation (the "Company"), will be held on Friday, May
14, 1999, at 9:30 a.m., local time, at the Marriott Financial Center Hotel, 85
West Street, New York, New York 10006, for the following purposes:
(1) To elect four Class I directors to serve for a term of three
years each and until their respective successors are duly elected and
qualified;
(2) To ratify the selection of PricewaterhouseCoopers LLP,
independent certified public accountants, to audit the consolidated
financial statements of the Company for the year ending December 31,
1999; and
(3) To transact such other business as may properly come before
the Annual Meeting and any and all adjournments and postponements
thereof.
The Board of Directors has fixed the close of business on March 19, 1999 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting and any adjournment or postponement thereof.
The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the accompanying Proxy Statement for further information
with respect to the business to be transacted at the Annual Meeting.
A complete list of the stockholders entitled to vote at the Annual Meeting
will be available during ordinary business hours for examination by any
stockholder, for any purpose germane to the Annual Meeting, for a period of at
least ten days prior to the Annual Meeting. This list may be inspected at the
offices of American Stock Transfer and Trust Company, 40 Wall Street, New York,
New York 10005.
The Board of Directors urges you to complete, sign, date and return the
enclosed proxy card promptly. You are cordially invited to attend the Annual
Meeting in person. The return of the enclosed proxy card will not affect your
right to revoke your proxy or to vote in person if you do attend the Annual
Meeting.
By order of the Board of Directors,
MARTIN KALB
Executive Vice President, Secretary
and General Counsel
Miami, Florida
April 9, 1999
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES
YOU OWNED ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE
AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY.
<PAGE> 4
UNICAPITAL CORPORATION
10800 BISCAYNE BOULEVARD, SUITE 800
MIAMI, FLORIDA 33161
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of UniCapital Corporation, a
Delaware corporation ("UniCapital" or the "Company"), for use at the Company's
1999 Annual Meeting of Stockholders (together with any and all adjournments and
postponements thereof, the "Annual Meeting") to be held on Friday, May 14, 1999,
at 9:30 a.m., local time, at the Marriott Financial Center Hotel, 85 West
Street, New York, New York 10006, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders (the "Notice"). This Proxy Statement,
together with the accompanying Notice and the enclosed proxy card, are first
being sent to stockholders on or about April 9, 1999.
RECORD DATE; VOTING SECURITIES; VOTING AND PROXIES
The Board has fixed the close of business on March 19, 1999 as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting (the "Record Date"). On the Record Date, there were
52,505,323 shares of Common Stock of the Company, par value $.001 per share
("Common Stock"), outstanding and entitled to vote. Each share of Common Stock
is entitled to one vote per share on each matter properly brought before the
Annual Meeting. Abstentions may be specified as to all proposals to be brought
before the Annual Meeting other than the election of directors. Shares can be
voted at the Annual Meeting only if the stockholder is present in person or is
represented by proxy. If the enclosed proxy card is properly executed and
returned prior to voting at the Annual Meeting, then the shares represented
thereby will be voted in accordance with the instructions marked thereon. In the
absence of instructions, shares represented by executed proxies will be voted as
recommended by the Board. Brokers, banks and other nominee holders will be
requested to obtain voting instructions of beneficial owners of stock registered
in their names. Shares represented by a duly completed proxy submitted by a
nominee holder on behalf of beneficial owners will be counted for quorum
purposes, and will be voted to the extent instructed by the nominee holder on
the proxy card. The rules applicable to a nominee holder may preclude it from
voting the shares that it holds on certain kinds of proposals unless it receives
voting instructions from the beneficial owners of the shares (such preclusions
from voting are sometimes referred to as "broker non-votes").
The Board of Directors knows of no matters which are to be brought before
the Annual Meeting other than those set forth in the accompanying Notice of
Annual Meeting of Stockholders. If any other matters properly come before the
Annual Meeting, then the persons named in the enclosed proxy card, or their duly
appointed substitutes acting at the Annual Meeting, will be authorized to vote
or otherwise act thereon in accordance with their judgment on such matters.
Any proxy may be revoked at any time prior to its exercise by attending the
Annual Meeting and voting in person, by notifying the Secretary of the Company
of such revocation in writing or by delivering a duly executed proxy bearing a
later date, provided that such notice or proxy is actually received by the
Company prior to the taking of any vote at the Annual Meeting.
The cost of solicitation of proxies for use at the Annual Meeting will be
borne by the Company. Solicitations will be made primarily by mail or by
facsimile, but regular employees of the Company may solicit proxies personally
or by telephone.
QUORUM; VOTES REQUIRED
The presence at the Annual Meeting, in person or by proxy, of shares of
Common Stock representing at least a majority of the total number of shares of
Common Stock entitled to vote on the Record Date will constitute a
<PAGE> 5
quorum for purposes of the Annual Meeting. Shares represented by duly completed
proxies submitted by nominee holders on behalf of beneficial owners will be
counted as present for purposes of determining the existence of a quorum (even
if some such proxies reflect broker non-votes). In addition, abstentions will be
counted as present for purposes of determining the existence of a quorum.
Under applicable Delaware law and the Company's Bylaws, directors are to be
elected by a plurality of the votes of the shares of Common Stock present in
person or represented by proxy at the Annual Meeting. Accordingly, and in
accordance with the Company's Bylaws, the four nominees for election as
directors who receive the highest number of votes actually cast will be elected.
Broker non-votes will be treated as shares that neither are capable of being
voted nor have been voted and, accordingly, will have no effect on the outcome
of the election of directors.
The remaining proposal to be brought before the Annual Meeting requires the
affirmative vote of a majority of the shares present and entitled to vote at the
Annual Meeting. Abstentions will be counted as shares present at the Annual
Meeting and will thus increase the minimum number of affirmative votes necessary
to approve this proposal. Because they will not be recorded as votes in favor of
such proposal, however, abstentions will have the effect of votes against such
proposal. Broker non-votes with respect to this proposal will be treated as
shares not capable of being voted on this proposal; accordingly, broker
non-votes will have no effect either on the minimum number of affirmative votes
necessary to approve such proposal or on the outcome of voting on such proposal.
ELECTION OF DIRECTORS
The Amended and Restated Certificate of Incorporation and the Bylaws of the
Company provide that the number of directors is to be determined from time to
time by resolution of the Board. The Board is currently composed of 11 persons.
Pursuant to the Company's Amended and Restated Certificate of
Incorporation, the members of the Board are divided into three classes,
designated Class I, Class II and Class III. Each class is to consist, as nearly
as may be possible, of one-third of the total number of members of the Board.
The term of the Class I directors expires at the Annual Meeting. The terms of
the Class II and Class III directors will expire at the 2000 and 2001 Annual
Meetings of Stockholders, respectively. At each Annual Meeting, the directors
elected to succeed those whose terms expire are of the same class as the
directors they succeed and are elected for a term to expire at the third Annual
Meeting of Stockholders after their election and until their successors are duly
elected and qualified. A director of any class who is elected to fill a vacancy
resulting from an increase in the number of directors holds office for the
remaining term of the class to which such director is elected and a director who
is elected to fill a vacancy arising in any other manner holds office for the
remaining term of such director's predecessor.
The individuals elected to serve as Class I directors this year will serve
for a three-year term expiring at the 2002 Annual Meeting of Stockholders. There
are currently three incumbent Class I directors: Robert W. VanHellemont; Roy L.
Burger and Robert F. Kopp. Mr. VanHellemont and Mr. Kopp have been nominated for
reelection to the Board, and Mr. Burger is retiring from the Board. In the
election, the four persons who receive the highest number of votes actually cast
will be elected. The proxies named in the proxy card intend to vote for the
election of the four Class I nominees listed below unless otherwise instructed.
If a holder does not wish his or her shares to be voted for a particular
nominee, then the holder must identify the exception in the appropriate space
provided on the proxy card, in which event the shares will be voted for the
other listed nominee(s). If any nominee becomes unable to serve, then the
proxies may vote for another person designated by the Board or the Board may
reduce the number of directors. The Company has no reason to believe that any
nominee will be unable to serve.
2
<PAGE> 6
Set forth below is certain information with regard to each of the nominees
for election as Class I directors and each continuing Class II and Class III
director.
NOMINEES FOR ELECTION AS CLASS I DIRECTORS
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Scott Brown.................................. Mr. Brown has served since 1987 as the Vice
Age 34 President, Chief Financial Officer and
Director of C.M.I. Enterprises, a supplier of
fabric, leather, vinyl and associated
products to the van conversion, recreational
vehicle and automotive aftermarket
industries.
Paul Feinsilver.............................. Mr. Feinsilver co-founded First Miami
Age 50 Securities, Inc., a municipal bond firm, in
1978 and has served since then as its
Chairman of the Board.
Robert F. Kopp............................... Mr. Kopp has been a director of UniCapital
Age 45 since July 1998. Mr. Kopp served as Executive
Vice President of The Walden Asset Group
("Walden"), which was acquired by UniCapital
in May 1998, since 1991.
Robert W. VanHellemont....................... Mr. VanHellemont has been a director of
Age 53 UniCapital since July 1998. Mr. VanHellemont
has served as President of Varilease
Corporation ("Varilease"), which was acquired
by UniCapital in May 1998, since 1987.
</TABLE>
The Board unanimously recommends that stockholders vote FOR the election of
the four persons nominated to serve as Class I Directors.
DIRECTORS CONTINUING AS CLASS II DIRECTORS TERM EXPIRING 2000
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Vincent W. Eades............................. Mr. Eades has been a director of UniCapital
Age 40 since October 1997. Mr. Eades is the founder
of PowerRide Motorsports, Inc., a company
formed to own and operate motorcycle
dealerships and accessories businesses, and
has served as its Chairman, President and
Chief Executive Officer since its inception
in March 1998. Mr. Eades served as the Senior
Vice President of Sales and Marketing for
Starbucks Coffee Co. Inc. from May 1995 until
March 1998. Prior to that, Mr. Eades was
employed by Hallmark Cards Inc., most
recently as a General Manager, from November
1985 through April 1995. Mr. Eades also
serves as a director of U.S.A. Floral
Products, Inc. and as a director of Building
One Services, Inc.
Richard C. Emery............................. Mr. Emery has been a director of UniCapital
Age 55 since July 1998. Mr. Emery has served as
President and Chief Executive Officer of
Matrix Funding Corporation ("Matrix"), which
was acquired by UniCapital in May 1998, since
1988.
</TABLE>
3
<PAGE> 7
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Bruce E. Kropschot........................... Mr. Kropschot has served as Vice Chairman --
Age 58 Mergers & Acquisitions of UniCapital since
May 1998, and from November 1997 until May
1998 served as a consultant to UniCapital
providing services consistent with the duties
and responsibilities of Vice
Chairman -- Mergers & Acquisitions. From 1987
through December 1997, he was founder and
President of Kropschot Financial Services, a
merger and acquisition advisor to equipment
leasing companies, which has arranged for the
sale of over 100 equipment leasing and
specialty finance businesses. From 1980 to
1986, Mr. Kropschot served as President and
Vice Chairman of Master Lease Corporation,
which is now known as Tokai Financial
Services, Inc. From 1972 to 1980, Mr.
Kropschot served as Executive Vice President
of HBE Leasing Corporation and Vice
President -- Finance, of its parent
corporation, HBE Corporation.
Anthony K. Shriver........................... Mr. Shriver has been a director of UniCapital
Age 34 since March 1998. Mr. Shriver has been
Chairman and Chief Executive Officer of Best
Buddies International, Inc., a non-profit
organization that provides mentally
handicapped adults with employment services
and promotes their social integration, since
February 1989. From May 1996 to March 1998,
he also served as Chairman and Chief
Executive Officer of Fast Rx, Inc., a
pharmaceutical sales company which provides
physicians the technology to dispense
products at the point of care, and from March
1997 to September 1997 he was Chairman of
Larkin Community Hospital.
</TABLE>
4
<PAGE> 8
DIRECTORS CONTINUING AS CLASS III DIRECTORS TERM EXPIRING 2001
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Robert J. New................................ Mr. New co-founded UniCapital in October 1997
Age 34 and has since served as its Chairman and
Chief Executive Officer. From July 1996 until
December 1997, Mr. New served as an operating
company president of and as acquisition
consultant to U.S. Office Products Company, a
publicly-held supplier of a broad range of
office products and business services, where
Mr. New participated in over 40 acquisitions.
From March 1990 until August 1997, Mr. New
served as Chief Executive Officer of
Prudential of Florida Leasing, Inc., a
small-ticket leasing company. From December
1989 through July 1996, Mr. New served as
President and Chief Executive Officer of
Prudential of Florida, Inc., an office
services company. Mr. New also serves as a
director of PowerRide Motorsports, Inc.
Robert J. New is the brother of Jonathan New,
the Company's Chief Financial Officer.
Theodore J. Rogenski......................... Mr. Rogenski has served as Chief Operating
Age 59 Officer of UniCapital since May 1998, and
from February 1998 until May 1998 served as a
consultant to UniCapital providing services
consistent with the duties and
responsibilities of Chief Operating Officer.
He has been a director of UniCapital since
July 1998. From December 1994 until January
1997, Mr. Rogenski served as Chief Operating
Officer of LINC Anthem Corporation and its
successor, Newcourt LINC Financial, Inc., a
leasing company specializing in small-ticket
leasing as well as financial products for the
health care industry, after which he was
subject to a noncompetition agreement. From
1990 until April 1992, Mr. Rogenski served as
the President and Chief Executive Officer of
John Hancock Leasing Corporation, after which
he pursued personal interests. From 1981
until 1990, Mr. Rogenski served as President
and Chief Executive Officer of Wells Fargo
Leasing Corporation.
Stuart L. Cauff.............................. Mr. Cauff has been President of UniCapital
Age 52 since March 1999, President and Chief
Executive Officer of the Company's Big Ticket
Leasing Division since May 1998 and Chairman
of UniCapital Air Group since December 1998.
He has been a director of UniCapital since
July 1998. From 1981 until May 1998, Mr.
Cauff served as President of Cauff, Lippman
Aviation, Inc. ("Cauff Lippman"), which was
acquired by UniCapital in May 1998.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
<S> <C>
Jonathan J. Ledecky.......................... Mr. Ledecky co-founded UniCapital in October
Age 41 1997 and has since served as a director. From
October 1997 until April 1998, Mr. Ledecky
also served as Non-Executive Chairman of the
Company's Board of Directors. Mr. Ledecky was
Chairman and Chief Executive Officer of U.S.
Office Products Company from October 1994
through November 1997 and thereafter was a
director until May 1998. Mr. Ledecky founded
Building One Services, Inc. (formerly known
as Consolidation Capital Corporation) in
February 1997 and serves as its Chairman.
From 1991 until September 1994 Mr. Ledecky
served as President and Chief Executive
Officer of Legacy Dealer Capital Fund, Inc.
Mr. Ledecky also serves as a director of
U.S.A. Floral Products, Inc., Aztec
Technology Partners, Inc., School Specialty,
Inc., Workflow Management, Inc., Navigant
International, Inc., MicroStrategy
Incorporated, PowerRide Motorsports, Inc.,
and the Ledecky Foundation. Mr. Ledecky is
also the general partner of Ironbound
Partners LLC, a private investment management
firm, and a director of the United States
Chamber of Commerce.
</TABLE>
The Board of Directors met twice in person and once by teleconference
during 1998. The Board has an Audit Committee, a Compensation Committee and a
Nominating Committee.
The responsibilities of the Audit Committee include recommending to the
Board the independent certified public accountants to be selected to conduct the
annual audit of the consolidated financial statements of the Company, reviewing
the proposed scope of such audit and approving the audit fees to be paid,
reviewing accounting and financial controls of the Company with the independent
certified public accountants and the Company's financial and accounting staff
and reviewing and approving transactions between the Company and its directors,
officers and affiliates. Mr. Eades and Mr. Shriver are currently the members of
the Audit Committee. From July 1998 until his resignation from the Board in
December 1998, John A. Quelch also served as a member of the Audit Committee.
The Board expects that Mr. Brown will be appointed to the Audit Committee at the
meeting of the Board immediately following the Annual Meeting, if such
individual is elected to the Board at the Annual Meeting. The Audit Committee
met one time during 1998.
The Compensation Committee provides a general review of the Company's
compensation plans and policies to ensure that they meet corporate objectives.
As described below, the Company's existing plans with respect to executive
compensation are largely based upon contractual commitments set forth in
employment agreements that are presently in effect. The responsibilities of the
Compensation Committee also include administering the 1998 Long-Term Incentive
Plan, including selecting the officers and salaried employees to whom awards
will be granted. Messrs. Eades and Shriver are the members of the Compensation
Committee. The Compensation Committee did not meet in person or by conference
telephone during 1998, but did act three times by unanimous written consent.
The Nominating Committee proposes and reviews individuals to be nominated
for election to the Board. The Nominating Committee currently consists of
Messrs. Eades and New. The Nominating Committee met one time during 1998.
No director currently in office attended fewer than 75% of the aggregate of
(i) the total number of meetings of the Board held during his tenure in 1998 and
(ii) the total number of meetings of all committees of the Board on which he
served held during his tenure in 1998.
6
<PAGE> 10
RATIFICATION OF SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board has selected PricewaterhouseCoopers LLP to serve as the Company's
independent certified public accountants for the year ending December 31, 1999.
A representative of PricewaterhouseCoopers LLP will be present at the Annual
Meeting and will have the opportunity to make a statement, if such person
desires to do so, and to respond to appropriate questions.
The proposal to ratify the selection of PricewaterhouseCoopers LLP will be
approved by the stockholders if it receives the affirmative vote of a majority
of the votes cast by stockholders entitled to vote on the proposal.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth information regarding compensation of the
Company's Chief Executive Officer and the other four most highly compensated
executive officers (the "Named Executive Officers") of the Company for the year
ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
SECURITIES
NAME AND UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS (1) OPTIONS (#)
------------------ ---- ------ --------- -----------
<S> <C> <C> <C> <C>
Robert J. New..................................... 1998 $406,250 $325,000 500,000
Chairman of the Board and Chief Executive Officer
Theodore J. Rogenski.............................. 1998 311,900 125,000 275,000
Chief Operating Officer
Bruce E. Kropschot................................ 1998 281,250 -- 175,000
Vice Chairman -- Mergers & Acquisitions
Martin Kalb....................................... 1998 281,250 125,000 175,000
Executive Vice President and General Counsel
Jonathan New...................................... 1998 211,100 125,000 125,000
Chief Financial Officer
</TABLE>
- ---------
(1) These bonuses were paid in March 1999 in respect of the year ended December
31, 1998.
7
<PAGE> 11
The following table sets forth certain information with respect to grants
of options during the year ended December 31, 1998 and their potential
realizable values.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES % OF TOTAL ANNUAL RATES OF STOCK
UNDERLYING OPTIONS PRICE APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OPTION TERM (4)
GRANTED EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME (#) FISCAL YEAR ($/SHARE) DATE (5%) (10%)
---- ---------- ------------ --------- ---------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Robert J. New (1)........... 500,000 10.8% $ 19.00 5/14/2008 $5,975,500 $15,140,550
Theodore J. Rogenski (2).... 200,000 4.3 3.00 2/4/2008 377,380 956,250
75,000 1.6 6.25 9/3/2008 294,790 747,070
Bruce E. Kropschot (3)...... 150,000 3.3 16.5625 6/9/2008 1,562,410 3,959,450
25,000 0.5 6.25 9/3/2008 98,270 249,020
Martin Kalb (3)............. 150,000 3.3 16.5625 6/9/2008 1,562,410 3,959,450
25,000 0.5 6.25 9/3/2008 98,270 249,020
Jonathan New (3)............ 100,000 2.2 16.5625 6/9/2008 1,041,610 2,639,640
25,000 0.5 6.25 9/3/2008 98,270 249,020
</TABLE>
- ---------
(1) All options are immediately exercisable.
(2) Option to purchase 200,000 shares are immediately exercisable. All other
options will vest in 25% annual installments over four years commencing on
the first anniversary of the date of grant.
(3) All options vest in 25% annual installments over four years commencing on
the first anniversary of the date of grant.
(4) The potential realizable value is based on the assumed annual rates of stock
price appreciation being applied to the above exercise prices. Such
information is shown for informational purposes and does not represent an
estimate or prediction of the Company's future stock price.
The following table sets forth certain information with respect to the
exercise of options during the year ended December 31, 1998 and the value of
options held at that date.
AGGREGATE OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUE TABLE
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
ACQUIRED FISCAL YEAR-END FISCAL YEAR-END ($)(1)
ON EXERCISE VALUE --------------------------- ---------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. New........... 0 0 500,000 -- $ -- $ --
Theodore J. Rogenski.... 0 0 200,000 75,000 875,000 84,375
Bruce E. Kropschot...... 0 0 -- 175,000 -- 28,125
Martin Kalb............. 0 0 -- 175,000 -- 28,125
Jonathan New............ 0 0 -- 125,000 -- 28,125
</TABLE>
- ---------
(1) The value of the Common Stock at December 31, 1998 was $7.375 per share.
ARRANGEMENTS REGARDING EMPLOYMENT
Effective May 20, 1998, the Company entered into an Employment Agreement
with Robert J. New, pursuant to which Mr. New continued in the employ of the
Company as Chairman and Chief Executive Officer for a term beginning on such
date and ending on April 1, 2000. Under the Employment Agreement, Mr. New
receives an annual base salary of $650,000. The Employment Agreement includes a
two-year post-termination non-competition and non-solicitation provision that
restrains Mr. New from engaging in, directly or indirectly, any
8
<PAGE> 12
"Competing Business" (as defined in the Employment Agreement). If Mr. New's
employment is terminated without cause, he will be entitled to receive his
salary then in effect for the shorter of (i) the three-month period following
his termination or (ii) the remaining term of the Employment Agreement.
Effective May 20, 1998, the Company entered into an Employment Agreement
with Theodore J. Rogenski, pursuant to which Mr. Rogenski is employed as the
Company's Chief Operating Officer for a term beginning on such date and ending
on April 1, 2000. Under the Employment Agreement, Mr. Rogenski receives an
annual base salary of $475,000. The Employment Agreement includes a two-year
post-termination non-competition and non-solicitation provision that restrains
Mr. Rogenski from engaging in, directly or indirectly, any "Competing Business"
(as defined in the Employment Agreement). If Mr. Rogenski's employment is
terminated without cause, he will be entitled to receive his salary then in
effect for the shorter of (i) the eight-month period following his termination
or (ii) the remaining term of the Employment Agreement.
Effective May 20, 1998, the Company and Bruce E. Kropschot entered into an
Employment Agreement pursuant to which Mr. Kropschot is employed as the
Company's Vice Chairman -- Mergers & Acquisitions for a term beginning on such
date and ending on February 20, 2000. Under the Employment Agreement, Mr.
Kropschot receives an annual base salary of $450,000. The Employment Agreement
includes a two-year post-termination non-competition and non-solicitation
provision that restrains Mr. Kropschot from engaging in, directly or indirectly,
any "Competing Business" (as defined in the Employment Agreement), except that
Mr. Kropschot will be entitled to provide investment advisory services to any
Competing Business beginning six months after the termination or expiration of
his employment with the Company for any reason whatsoever. If Mr. Kropschot's
employment is terminated without cause, he will be entitled to receive his
salary then in effect for the shorter of (i) the 12-month period following his
termination or (ii) the remaining term of the Employment Agreement.
Effective May 20, 1998, the Company entered into an Employment Agreement
with Martin Kalb, pursuant to which Mr. Kalb is employed as the Company's
Executive Vice President and General Counsel for a term beginning on such date
and ending on April 1, 2000. Under the Employment Agreement, Mr. Kalb receives
an annual base salary of $450,000. The Employment Agreement includes a two-year
post-termination non-competition and non-solicitation provision that restrains
Mr. Kalb from engaging in, directly or indirectly, any "Competing Business" (as
defined in the Employment Agreement). If Mr. Kalb's employment is terminated
without cause, he will be entitled to receive his salary then in effect for the
shorter of (i) the eight-month period following his termination or (ii) the
remaining term of the Employment Agreement.
Effective May 20, 1998, the Company entered into an Employment Agreement
with Jonathan New, pursuant to which Mr. New continued in the employ of the
Company as Chief Financial Officer for a term of employment beginning on such
date and ending on April 1, 2000. Under the Employment Agreement, as amended
effective September 16, 1998, Mr. New receives an annual base salary of
$300,000. The Employment Agreement includes a two-year post-termination
non-competition and non-solicitation provision that restrains Mr. New from
engaging in, directly or indirectly, any "Competing Business" (as defined in the
Employment Agreement). If Mr. New's employment is terminated without cause, he
will be entitled to receive his salary then in effect for the shorter of (i) the
eight-month period following his termination or (ii) the remaining term of the
Employment Agreement.
The Company or its subsidiaries have also entered into employment
agreements with certain other members of senior management, including Messrs.
Burger, Emery, Kopp, VanHellemont, and Cauff (who now serves as President of
UniCapital Corporation as well as President and Chief Executive Officer of its
Big Ticket Division and Chairman of UniCapital Air Group), all of whom are
directors of the Company, having terms substantially similar to those described
above.
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are not employees of the Company
("Outside Directors") receive an annual fee of $25,000, plus reimbursement of
expenses for each meeting of the Board of Directors and each committee meeting
that they attend in person. In addition, upon effectiveness of the registration
statement relating to the Company's initial public offering on May 14, 1998,
each Outside Director received a nondiscretionary grant of options to purchase
21,000 shares of Common Stock under the Company's 1998 Non-Employee Directors'
Stock Plan. Each Outside Director will automatically receive an additional grant
of 6,000 options
9
<PAGE> 13
under that plan as of the date of the Annual Meeting. In May 1998, prior to the
effectiveness of the Company's registration statement relating to the Company's
initial public offering, the Company granted options to purchase 60,000 shares
of Common Stock under the Company's 1997 Executive Non-Qualified Stock Option
Plan (the "Executive Plan") to Anthony K. Shriver.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Eades and Shriver.
Robert J. New is a member of the Board of Directors of PowerRide Motorsports,
Inc. Mr. Eades is the Chairman, President and Chief Executive Officer of
PowerRide.
10
<PAGE> 14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 1, 1999 held by each person
who is known by the Company to have been the beneficial owner of more than five
percent of the Company's Common Stock on such date, by each director and
executive officer of the Company (including each executive officer of the
Company named in the Summary Compensation Table) and by all directors and
executive officers of the Company as a group (based on 52,505,323 shares of
Common Stock outstanding as of such date).
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY
-------------------
BENEFICIAL OWNER NUMBER PERCENT
---------------- ------ -------
<S> <C> <C>
Robert J. New (1)........................................... 1,851,713 3.5%
Theodore J. Rogenski (2).................................... 400,000 *
Bruce E. Kropschot.......................................... 480,526 *
Martin Kalb (3)............................................. 412,600 *
Steven E. Hirsch............................................ 315,000 *
Jonathan New................................................ 190,000 *
Jonathan J. Ledecky (1)..................................... 2,415,000 4.6
Vincent W. Eades (4)........................................ 116,000 *
Anthony K. Shriver (4)(5)................................... 81,000 *
Roy L. Burger............................................... 259,737 *
Stuart L. Cauff (6)......................................... 842,105 1.6
Richard C. Emery............................................ 182,449 *
Robert F. Kopp.............................................. 368,395 *
Robert W. VanHellemont...................................... 1,698,589 3.2
Edward A. Jaeckel........................................... 4,000 *
John L. Alfano (7).......................................... 3,368,368 6.4
c/o Jacom Computer Services, Inc.
207 Washington Street
Northvale, NJ 07647
Dresdner RCM Global Investors LLC (7)....................... 5,178,700 9.9
Four Embarcadero Center
San Francisco, California 94111
All directors and executive officers, as a group (15
persons) (8).............................................. 9,617,114 17.9%
</TABLE>
- ---------
(1) Includes 500,000 shares which may be acquired within 60 days of March 1,
1999, pursuant to the exercise of options granted under the Company's 1998
Long-Term Incentive Plan (the "LTIP").
(2) Includes 200,000 shares which may be acquired within 60 days of March 1,
1999, pursuant to the exercise of options granted under the Executive Plan.
(3) Shares are held by the Kalb Investments Limited Partnership.
(4) Includes 21,000 shares which may be acquired within 60 days of March 1,
1999, pursuant to the exercise of options granted under the Directors' Plan.
(5) Includes 60,000 shares which may be acquired within 60 days of March 1,
1999, pursuant to the exercise of options granted under the Executive Plan.
(6) Includes 757,894 shares owned by the 1998 Cauff Family Trust.
(7) Based on information contained in a Report on Schedule 13G filed by such
stockholder with the Securities and Exchange Commission on February 16,
1999.
(8) See notes (1) through (6).
11
<PAGE> 15
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") is pleased to present its
report on executive compensation. This report describes the components of the
Company's executive officer compensation programs and the basis on which
compensation determinations for 1998 were made with respect to the executive
officers of the Company.
COMPENSATION PHILOSOPHY
It is the philosophy of the Committee that a significant portion of
executive compensation be linked directly to the Company's success in meeting
profit, growth and corporate performance goals, which the Committee hopes will
result in increases in stockholder value. The Compensation Committee utilizes
the following objectives as guidelines for compensation decisions:
- Provide a competitive total compensation package that enables the
Company to attract and retain key personnel.
- Provide a broad-based compensation package that equitably recognizes
the contributions of all management personnel.
- Provide variable compensation opportunities, primarily on an annual
basis, that are directly linked to corporate performance goals.
- Provide long-term compensation opportunities, through stock options,
that align executive compensation with value received by
stockholders.
The Committee does not anticipate that the Company will be affected in the
near future by Section 162(m) of the Internal Revenue Code, which imposes an
annual limit of $1,000,000 per person on the federal income tax deduction for
executive compensation which is not performance based in accordance with certain
requirements. If the Company were to determine that Section 162(m) might limit
the deductibility of certain payments, the Company would consider the steps
necessary to modify its compensation programs so that the problem of non-
deductibility would be avoided.
COMPENSATION PROGRAM COMPONENTS
The Compensation Committee periodically reviews the Company's compensation
programs to ensure that pay levels and incentive opportunities are competitive
and reflect the performance of the Company. The compensation program for
executive officers comprises the following components: base salary, annual
incentive compensation and stock options. Each of these components is summarized
below.
BASE SALARY. The base salary of each executive officer was determined in
the course of negotiating the employment agreement between the Company and each
such executive officer; this negotiation took place prior to the formation of
the Compensation Committee, during the course of organizing the Company and
preparing for its initial public offering in May 1998. The Compensation
Committee can recommend increases, but not decreases, in executive compensation
under the terms of these employment agreements. The Compensation Committee
intends, in evaluating whether to increase base salaries in future years, to
consider the levels of compensation (base, bonus and other incentive) paid by
the Company relative to individual performance, overall corporate performance
and industry compensation averages, among other factors.
ANNUAL INCENTIVE COMPENSATION. Annual bonuses represent payments for the
achievement of short-term objectives and recognize both the overall performance
of the Company and individual performance in a given year. For 1998, the
Compensation Committee considered these factors, and accorded particular weight
to the efforts of the executives in bringing the Company successfully into being
amidst difficult market conditions, as well as in achieving corporate
performance goals for revenues and net income and for integration of the
Company's disparate operating units despite an adverse equity market. As a
result of its application of these factors as so weighted, the Committee
determined to award the Named Executive Officers (other than the CEO, whose
annual incentive bonus for 1998 is discussed below) aggregate incentive bonus
compensation of $375,000, as detailed in the Summary Compensation Table.
12
<PAGE> 16
STOCK OPTIONS. The Company's LTIP is intended to motivate key employees to
put forth maximum efforts toward the continued growth, profitability and success
of the Company by providing incentives through the ownership and performance of
the Company's Common Stock. The plan is designed to provide benefits to key
management only to the extent that stockholders enjoy increases in value.
In 1998, options to purchase 1,450,000 shares of the Company's Common Stock
were granted to the Company's executive officers under the LTIP, and options to
purchase 30,000 shares of the Company's Common Stock were granted to an
executive officer under the Executive Plan. The Compensation Committee
considered the respective stock and option holdings of the executive officers of
the Company in comparison with stock and option holdings of top executives of
companies of similar size and growth records, and made option awards during 1998
that were intended to keep its executive officers' holdings competitive with and
in fact above industry averages for comparable companies, in the expectation
that a significant equity incentive component of the total compensation program
would best align the interests of executives with those of the Company's
stockholders.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Compensation of the CEO. As discussed above under "Arrangements Regarding
Employment," Robert J. New's base salary was determined prior to the Company's
initial public offering in connection with the Company's entry into an
employment agreement with Mr. New. The Committee also determined to award Mr.
New a cash bonus of $325,000 with respect to 1998, in particular recognition of
his efforts in creating the Company, leading it to a successful public offering,
guiding it to attain its financial goals (specifically for quarterly earnings,
return on tangible equity and return on assets), attracting and retaining
competent and dedicated employees and fostering the integration of the 17
businesses acquired by the Company in 1998, all amidst deteriorating equity
market conditions. In addition, the Committee determined prior to the initial
public offering to award Mr. New options to purchase 500,000 shares of the
Company's Common Stock on the date on which the initial public offering price
was determined, in recognition of his very significant efforts in taking the
Company from concept through formation, negotiation and consummation of the
acquisitions of its founding companies and a successful initial public offering;
these options were granted at an exercise price of $19.00 per share, equal to
the initial public offering price of the Company's Common Stock, and vested
immediately. The Committee believes that these options, together with Mr. New's
stock holdings, tie a significant amount of his financial reward to the market
price of the Company's Common Stock, and thus serve to align Mr. New's interests
more closely with those of the Company's stockholders.
THE COMPENSATION COMMITTEE
VINCENT W. EADES ANTHONY K. SHRIVER
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Set forth below is a description of certain transactions and relationships
between the Company and certain persons who are officers, directors or principal
stockholders of the Company. Except as otherwise indicated, the negotiation of
all the transactions described below preceded the consummation of the Company's
initial public offering in May 1998.
Robert J. New
On January 29, 1998, the Company sold 75,000 shares of its Common Stock to
Mr. New for aggregate cash consideration of $225,000. On February 17, 1998, the
Company sold 40,000 shares of its Common Stock to Mr. New for aggregate cash
consideration of $400,000. On May 14, 1998, the Company granted Mr. New an
immediately exercisable option to purchase 500,000 shares of its Common Stock at
an exercise price of $19.00 per share. For other matters concerning Mr. New, see
"Executive Compensation--Arrangements Regarding Employment."
13
<PAGE> 17
Bruce E. Kropschot
On January 23, 1998, the Company sold 20,000 shares of its Common Stock to
Mr. Kropschot for aggregate cash consideration of $60,000. On February 2, 1998,
the Company sold 50,000 shares of its Common Stock to Mr. Kropschot for
aggregate consideration of $150,000, a portion of which was paid in the form of
a promissory note. In connection with purchases of Common Stock from the
Company, Mr. Kropschot executed promissory notes in favor of the Company in the
aggregate principal amount of $239,950. These notes bear interest at the rate of
6% per annum. As of March 31, 1999, the outstanding principal balance of such
notes totaled $239,950. Mr. Kropschot was founder and President of Kropschot
Financial Services ("KFS"), a merger and acquisition advisor to equipment
leasing companies, through December 1997. KFS has provided financial advisory
services to a number of businesses that have been acquired by UniCapital. As
compensation for these services, KFS received the following fees: (i) from
Walden's shareholders, $200,000 which was payable in cash (none of which was
received directly or indirectly by Mr. Kropschot, and all of which was paid
directly to Martin Shames, who is currently a managing director of KFS); (ii)
from Matrix's shareholders, $500,000 which was payable in cash and 10,526 shares
of Common Stock (all of which was payable directly to Mr. Kropschot in
accordance with an arrangement between Mr. Kropschot and KFS regarding such
fee); and (iii) from Jacom's shareholder, $350,000 which was payable in cash
($200,000 was payable directly to Mr. Kropschot and $150,000 was payable to Mr.
Shames in accordance with an arrangement between Mr. Kropschot and KFS regarding
such fee).
In connection with his employment with UniCapital, Mr. Kropschot reached
agreement with the two managing directors of KFS pursuant to which Mr. Kropschot
has redeemed his entire equity interest in KFS in exchange for a note payable by
the parent company of KFS. Since KFS is a prominent merger and acquisition
advisor to equipment leasing companies, it is likely that KFS will be an advisor
to future candidates to be acquired by the Company.
Theodore J. Rogenski
On February 4, 1998, the Company sold 200,000 shares of its Common Stock to
Mr. Rogenski for aggregate consideration of $600,000, a portion of which was
paid in the form of a promissory note in the original principal amount of
$599,800, which bears interest at the rate of 6% per annum. As of March 31,
1999, the outstanding principal balance of the note totaled $599,800. On
February 4, 1998, the Company granted Mr. Rogenski an immediately exercisable
option to purchase 200,000 shares of Common Stock at an exercise price of $3.00
per share.
Martin Kalb
On January 16, 1998, the Company sold 75,000 shares of its Common Stock to
Mr. Kalb for aggregate consideration of $225,000, a portion of which was paid in
the form of a promissory note. On January 29, 1998, the Company sold 75,000
shares of its Common Stock to Mr. Kalb for aggregate consideration of $225,000,
a portion of which was paid in the form of a promissory note. In connection with
purchases of Common Stock from the Company, Mr. Kalb executed promissory notes
in favor of the Company in the aggregate principal amount of $449,850. These
notes bear interest at the rate of 6% per annum. As of March 31, 1999, the
outstanding principal balance of such notes totaled $449,850.
Jonathan New
On January 18, 1998, the Company sold 52,500 shares of its Common Stock to
Mr. New for aggregate consideration of $157,500, a portion of which was paid in
the form of a promissory note. On January 29, 1998, the Company sold 25,000
shares of its Common Stock to Mr. New for aggregate consideration of $75,000, a
portion of which was paid in the form of a promissory note. In connection with
purchases of Common Stock from the Company, Mr. New executed promissory notes in
favor of the Company in the aggregate original principal amount of $232,422.50.
These notes bear interest at the rate of 6% per annum. As of March 31, 1999, the
outstanding principal balance of such notes totaled $232,422.50.
14
<PAGE> 18
Steven E. Hirsch
On January 24, 1998, the Company sold 315,000 shares of its Common Stock to
Mr. Hirsch for aggregate consideration of $945,000, a portion of which was paid
in the form of a promissory note in the original principal amount of $944,685,
which note bears interest at 6% per annum. As of March 31, 1999, the outstanding
principal balance of the note totaled $786,562.
Jonathan J. Ledecky
On January 29, 1998, the Company sold 75,000 shares of its Common Stock to
Mr. Ledecky for aggregate cash consideration of $225,000. On February 17, 1998,
the Company sold 40,000 shares of its Common Stock to Mr. Ledecky for aggregate
cash consideration of $400,000. On May 14, 1998, the Company granted Mr. Ledecky
an immediately exercisable option to purchase 500,000 shares of its Common Stock
at an exercise price of $19.00 per share.
Roy L. Burger
In consideration for his shares of capital stock in Boulder, Mr. Burger
received from UniCapital $4,935,000 in cash and 259,737 shares of Common Stock
pursuant to an acquisition agreement consummated prior to Mr. Burger having
become a director of UniCapital. In addition, pursuant to such agreement, Mr.
Burger may receive additional consideration, based upon increases, if any in
Boulder's adjusted pre-tax income for the year ended December 31, 1998 over the
year ended December 31, 1997, and increases, if any in Boulder's adjusted
pre-tax income for the year ended December 31, 1999 over the pre-tax income for
the year ended December 31, 1998 (unless adjusted pre-tax income for the year
ended December 31, 1998 is less than for the year ended December 31, 1997, in
which case the baseline for comparison will be the year ended December 31,
1997). Under the acquisition agreement, UniCapital acquired Boulder's interest
in certain new vendor programs and a real estate venture and Mr. Burger may
receive additional consideration, based upon the pre-tax income of Boulder
attributable to such new vendor programs and Boulder's interest in the real
estate venture for each of the years ending December 31, 1998, 1999 and 2000.
Simultaneously with and as a condition to the consummation of the Boulder
acquisition, Mr. Burger entered into a two-year employment agreement with the
subsidiary of the Company that operates the Boulder business and a two-year,
post-employment covenant not to compete with the Company.
Prior to the consummation of the acquisition of Boulder by UniCapital, Mr.
Burger was the lender under a revolving credit agreement with Boulder that
permitted Boulder to borrow up to $200,000. As of the consummation of the
acquisition of Boulder, the credit agreement was terminated.
Stuart L. Cauff
In consideration for his shares of capital stock in Cauff Lippman, Mr.
Cauff received from UniCapital, $24,000,000 in cash and 842,105 shares of Common
Stock pursuant to an acquisition agreement consummated prior to Mr. Cauff having
become a director of UniCapital. In addition, UniCapital will pay additional
consideration, 60% in cash and 40% in Common Stock, of up to $40.0 million (a
portion of which will be payable to Mr. Cauff) based on the adjusted pre-tax
income of the "Big Ticket Leasing Division" (defined for the period from January
1, 1998 through May 20, 1998 as Cauff Lippman and The NSJ Group, Inc. ("NSJ")
,and thereafter as Cauff Lippman, NSJ and other operating subsidiaries of the
Company that conduct the business conducted by Cauff Lippman and NSJ prior to
May 20, 1998) for the years ended December 31, 1998, 1999 and 2000. The Cauff
Lippman acquisition agreement provides for such additional consideration to be
paid in three possible payments: (i) $13.3 million if the adjusted pre-tax
income of the Big Ticket Leasing Division for the year ended December 31, 1998
exceeds $19.0 million; (ii) an additional $13.3 million if the adjusted pre-tax
income of the Big Ticket Leasing Division for the year ended December 31, 1999,
plus the excess of the adjusted pre-tax income of the Big Ticket Leasing
Division for the year ended December 31, 1998 over $26.7 million, exceeds $19.0
million; and (iii) a third $13.3 million if the adjusted pre-tax income of the
Big Ticket Leasing Division for the year ended December 31, 2000, plus the
excess of the adjusted pre-tax income of the Big Ticket Leasing Division for the
year ended December 31, 1999 over $26.7 million, exceeds $19.0 million;
provided, that if the aggregate amount paid under clauses (i) and (ii) is less
than $26.7 million and if the aggregate adjusted pre-
15
<PAGE> 19
tax income of the Big Ticket Leasing Division for the three years ended December
31, 2000 equals or exceeds $56.9 million, then the payment under clause (iii)
will equal $40.0 million minus the amounts paid under clauses (i) and (ii). Mr.
Cauff is the President of UniCapital and President and CEO of UniCapital's Big
Ticket Leasing Division and entered into a three-year employment agreement with
the Company and a subsidiary of the Company that operates the Cauff Lippman
business and a two-year, post-employment covenant not to compete with the
Company (subject to certain limited exceptions).
In addition to Cauff Lippman, Mr. Cauff and Wayne Lippman, formerly the
Vice President of Cauff Lippman and currently the Executive Vice President of
UniCapital's Big Ticket Leasing Division, were involved in other entities with
interests in the aircraft leasing business which were not part of Cauff Lippman
and which were not acquired in the Founding Companies Merger. In June 1998, the
Company acquired from Messrs. Cauff and Lippman substantially all of the equity
interests in Jumbo Jet for a combined consideration of $5.4 million, and in
connection therewith assumed indebtedness of approximately $17.0 million and
paid $10.0 million to Chase Manhattan Bank to terminate the bank's profit
participation interest in Jumbo Jet. In addition, in connection with the Cauff
Lippman acquisition agreement, Messrs. Cauff and Lippman granted the Company the
option to purchase their interests in certain other entities, for the following
purchase prices: (i) Twin Jet Leasing, Inc and Aircraft 49402, Inc.--$100,000;
and (ii) CL Aircraft XXV, Inc.--$100,000. Each option is exercisable until May
20, 1999. Certain third party lenders, which are participants in some of these
entities, must consent to the transfer of any equity interest in such entities.
Such consents may not be obtained.
From time to time prior to the acquisition of Cauff Lippman by UniCapital,
the stockholders of Cauff Lippman advanced funds to Cauff Lippman. Upon
consummation of the acquisition of Cauff Lippman by UniCapital, all amounts due
from Cauff Lippman to the stockholders were repaid, other than certain
promissory notes in the aggregate principal amount of $3.5 million held by
Messrs. Cauff and Lippman and certain of their respective affiliates, which were
assumed by the Company.
Richard C. Emery
UniCapital acquired all of the outstanding stock of Matrix for: (i) $19.4
million in cash and (ii) 1,035,811 shares of Common Stock pursuant to an
acquisition agreement consummated prior to Mr. Emery having become a director of
UniCapital. A portion of that consideration ($3,502,773 in cash and 182,449
shares of Common Stock) was paid to Mr. Emery. In addition, under the
acquisition agreement, UniCapital will pay additional consideration (including a
portion to Mr. Emery), 50% in cash and 50% in Common Stock, equal to (i) 50% of
any increase in Matrix's adjusted pre-tax income for the year ended December 31,
1998 over the year ended December 31, 1997 and (ii) 50% of any increase in
Matrix's adjusted pre-tax income for the year ended December 31, 1999 over the
adjusted pre-tax income for the year ended December 31, 1998 (unless adjusted
pre-tax income for the year ended December 31, 1998 is less than for the year
ended December 31, 1997, in which case the baseline for comparison will be the
year ended December 31, 1997). Prior to the consummation of the acquisition of
Matrix by UniCapital, Matrix distributed approximately $3.0 million to its
stockholders (including a portion to Mr. Emery), through a redemption of a
portion of the outstanding stock. Simultaneously with and as a condition to the
consummation of the acquisition of Matrix, Mr. Emery entered into a two-year
employment agreement with the subsidiary of the Company that operates the Matrix
business and a two-year, post-employment covenant not to compete with the
Company.
Prior to the acquisition of Matrix by UniCapital, Matrix and Emco
Associates ("Emco"), a Utah general partnership, in which Mr. Emery has a
one-third ownership interest, were parties to a loan agreement under which Emco
borrowed funds from Matrix. Upon consummation of the acquisition of Matrix by
UniCapital, all amounts due to Matrix from Emco Associates were repaid.
Robert W. VanHellemont
UniCapital acquired all of the outstanding stock of Varilease for: (i)
$36.8 million in cash and (ii) 1,934,371 shares of Common Stock pursuant to an
acquisition agreement consummated prior to Mr. VanHellemont having become a
director of UniCapital. A portion of that consideration ($31,600,229 in cash and
1,663,173 shares of Common Stock) was paid to Mr. VanHellemont. In addition,
under the acquisition agreement, UniCapital will pay additional consideration
(including a portion to Mr. VanHellemont), 50% in cash and 50% in Common Stock,
16
<PAGE> 20
equal to (i) 50% of any increase in Varilease's adjusted pre-tax income for the
year ended December 31, 1998 over the year ended December 31, 1997 and (ii) 50%
of any increase in Varilease's adjusted pre-tax income for the year ended
December 31, 1999 over the adjusted pre-tax income for the year ended December
31, 1998 (unless adjusted pre-tax income for the year ended December 31, 1998 is
less than for the year ended December 31, 1997, in which case the baseline for
comparison will be the year ended December 31, 1997). Simultaneously with and as
a condition to the consummation of the acquisition of Varilease by UniCapital,
Mr. VanHellemont entered into a two-year employment agreement with the
subsidiary of the Company that operates the Varilease business and a two-year,
post-employment covenant not to compete with the Company.
In connection with the Varilease acquisition agreement, Mr. VanHellemont
granted the Company an option to purchase his equity interest in two entities,
Worldwide Maintenance Corp. ("Worldwide") and Summa Leasing, Inc. ("Summa"). The
Company has the option to purchase Worldwide for the sum of (i) the greater of
$1,000,000 or the fair market value of Mr. VanHellemont's equity interest in
Worldwide, as agreed upon by the parties at the time of purchase, and (ii) the
amount, if any, owed to Mr. VanHellemont by Worldwide. The option is exercisable
until May 20, 1999. The Company has the option to purchase Mr. VanHellemont's
equity interest in Summa for an amount equal to the fair market value of Mr.
VanHellemont's equity interest, as agreed upon by the parties at the time of
purchase. The option is exercisable until May 20, 2000. The Company has made no
determination as to whether it wishes to enter the businesses conducted by
Worldwide and/or Summa.
In connection with the Varilease acquisition agreement, the Company agreed
to cause the subsidiary of the Company that operates the Varilease business to
enter into a lease of a building to be built upon real property owned by Mr.
VanHellemont. Rental payments under the lease are approximately $27,500 per
month. The Company believes that the terms of the lease are no less favorable
than those the Company could have obtained from an unaffiliated third party. Mr.
VanHellemont was not a director at the time of his negotiation of this lease.
From time to time, Varilease made loans to Mr. VanHellemont. Upon
consummation of the acquisition of Varilease by UniCapital, all amounts due from
Mr. VanHellemont with respect to such loans were repaid.
Robert F. Kopp
UniCapital acquired all of the outstanding stock of Walden for: (i) $21.0
million in cash and (ii) 1,105,182 shares of Common Stock pursuant to an
acquisition agreement consummated prior to Mr. Kopp having become a director of
UniCapital. A portion of that consideration ($6,999,500 in cash and 368,395
shares of Common Stock) was paid to Mr. Kopp. In addition, under the acquisition
agreement, UniCapital will pay additional consideration (including a portion to
Mr. Kopp), 50% in cash and 50% in Common Stock, equal to (i) 50% of any increase
in Walden's adjusted pre-tax income for the year ended December 31, 1998 over
the year ended December 31, 1997 and (ii) 50% of any increase in Walden's
adjusted pre-tax income for the year ended December 31, 1999 over the adjusted
pre-tax income for the year ended December 31, 1998 (unless adjusted pre-tax
income for the year ended December 31, 1998 is less than for the year ended
December 31, 1997, in which case the baseline for comparison will be for the
year ended December 31, 1997). Simultaneously with and as a condition to the
consummation of the acquisition of Walden, Mr. Kopp entered into a two-year
employment agreement with the subsidiary of the Company that operates the Walden
business and a two-year, post-employment covenant not to compete with the
Company.
Walden Asset Associates ("WAA"), a New York partnership in which the former
stockholders of Walden (including Mr. Kopp) have equal ownership interests, was
established to hold key man life insurance policies on the principals of Walden.
Walden sold its rights under certain remarketing contracts to WAA. Upon
consummation of the acquisition of Walden by UniCapital, WAA was dissolved and
the rights under the remarketing contracts reverted to Walden.
John L. Alfano
UniCapital acquired all of the outstanding stock of Jacom Computer
Services, Inc. ("Jacom") from Mr. Alfano for: (i) $128.0 million in cash and
(ii) 3,368,368 shares of Common Stock. Immediately prior to the acquisition of
Jacom, Jacom made a dividend to its stockholder in the amount of $32.3 million.
In addition, UniCapital will pay additional consideration to Mr. Alfano, 50% in
cash and 50% in Common Stock, equal to (i) 50% of any increase in Jacom's
adjusted pre-tax income for the year ended December 31, 1998 over the year
17
<PAGE> 21
ended December 31, 1997 and (ii) 50% of any increase in Jacom's adjusted pre-tax
income for the year ended December 31, 1999 over the adjusted pre-tax income for
the year ended December 31, 1998 (unless adjusted pre-tax income for the year
ended December 31, 1998 is less than for the year ended December 31, 1997, in
which case the baseline for comparison will be the year ended December 31,
1997). Mr. Alfano was not a stockholder of the Company at the time of the
negotiation of the Jacom merger agreement. Upon consummation of the acquisition
of Jacom by UniCapital, Mr. Alfano became the Company's National Marketing
Director and entered into a two-year employment agreement with the subsidiary of
the Company that operates the Jacom business and a two-year, post-employment
covenant not to compete with the Company. In March 1999, Mr. Alfano's employment
agreement was terminated, and an entity of which Mr. Alfano is the sole
stockholder entered into a consulting agreement with the Company.
Prior to the acquisition of Jacom by UniCapital, Jacom from time to time
advanced funds to Mr. Alfano. Upon consummation of the acquisition of Jacom by
UniCapital, all amounts due from Mr. Alfano were repaid. Prior to the
acquisition of Jacom by UniCapital, Jacom from time to time sold lease
receivables to Mr. Alfano. Upon consummation of the acquisition of Jacom by
UniCapital, the amount due to Mr. Alfano was repaid. Trusts established for the
benefit of Mr. Alfano's children are the indirect stockholders of Museum
Monthly, Inc. and RKL Publishing, Inc., which entities provided consulting
services to Jacom from time to time. Upon consummation of the acquisition of
Jacom by UniCapital, Jacom no longer procured consulting services from these
entities.
Jacom leases its office space from Mr. Alfano. For the year ended December
31, 1998 rental payments for the office space totaled $120,000. The Company
believes that the terms of the lease are no less favorable than those the
Company could have obtained from an unaffiliated third party. Mr. Alfano was not
a stockholder of the Company at the time of negotiation of this lease.
18
<PAGE> 22
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The following graph shows the cumulative total stockholder return on the
Company's Common Stock since inception (May 15, 1998) as compared to the returns
of the Russell 2000 and the Russell 2000 Financial. The graph assumes that $100
was invested on May 14, 1998 in the Company's Common Stock and in the Russell
2000 and the Russell 2000 Financial and assumes reinvestment of dividends.
<TABLE>
<CAPTION>
INDEX VALUE
----------------------------------------
RUSSELL 2000
UNICAPITAL RUSSELL 2000 FINANCIAL
---------- ------------ ------------
<S> <C> <C> <C>
5/14/98 100.0 100.0 100.0
12/31/98 38.8 89.3 84.5
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under federal securities laws, the Company's directors, certain officers,
and persons holding more than 10% of the Common Stock of the Company are
required to report, within specified monthly and annual due dates, their initial
ownership and all subsequent acquisitions, dispositions or other transfers of
interest in Common Stock, if and to the extent reportable events occur which
require reporting on such due dates. The Company is required to describe in this
Proxy Statement whether it has knowledge that any person required to file such
report may have failed to do so in a timely manner. Based solely on its review
of the copies of such forms received by the Company, or written representations
from certain reporting persons that no Form 5s were required to be filed for
those persons, the Company believes that, for 1998, all such filing requirements
were met.
DEADLINE FOR STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholders may present proper proposals for inclusion in the
Company's proxy statement and for consideration at the next Annual Meeting of
Stockholders by submitting such proposals to the Company in a timely manner. In
order to be so included for the 2000 Annual Meeting, stockholder proposals must
be received by the Company no later than December 10, 1999, and must otherwise
comply with the requirements of Rule 14a-8.
ANNUAL REPORT ON FORM 10-K
Stockholders may obtain a copy (without exhibits) of the Company's Annual
Report on Form 10-K for the year ended December 31, 1998 as filed with the
Securities and Exchange Commission without charge by writing to: Director of
Investor Relations, UniCapital Corporation, 10800 Biscayne Boulevard, Suite 800,
Miami, Florida 33161.
19
<PAGE> 23
UNICAPITAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS MAY 14, 1999
The undersigned stockholder of UniCapital Corporation hereby appoints Mr. Robert
J. New and Mr. Martin Kalb and each of them attorneys and proxies with full
power of substitution, to represent the undersigned and vote all shares of
UniCapital Corporation's Common Stock which the undersigned is entitled to vote
at the Annual Meeting of Stockholders on May 14, 1999, at 9:30 a.m. (Eastern
Daylight Savings Time) or any adjournment(s) thereof:
The shares represented by this proxy will be voted as directed by the
stockholder. If no direction is given when the duly executed proxy is returned,
such shares will be voted "FOR ALL" Nominees in Item 1 and "FOR" Item 2.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON REVERSE SIDE AND RETURN PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
<PAGE> 24
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
UNICAPITAL CORPORATION
MAY 14, 1999
<TABLE>
<S> <C> <C>
Please Detach and Mail in the Envelope Provided
- ------------------------------------------------------------------------------------------------------------------------------------
A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR
all (except as Witheld THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL" NOMINEES IN ITEM 1 AND
marked) for all "FOR" ITEM 2.
1. Election of the [ ] [ ] NOMINEES: Paul Feinsilver 2. Appointment of PricewaterhouseCoopers LLP
following nominees Scott Brown as independent auditors for the year
in Class 1 Robert VanHellemont ending December 31, 1999
Directors. Robert Kopp
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
INSTRUCTION: To withhold authority in vote for any The undersigned hereby authorizes the
individual nominee, strike a line through the proxies, in their direction to vote on any
nominee's name in the list at right.) other business which may by brought before
the meeting or any adjournment thereof.
I plan to attend the Annual Meeting
YES NO
[ ] [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
Signature Signature Date
----------------------------------------------------- ------------------------------------------ -------
NOTE: Please mark, date and sign as your name appears above and return in the enclosed envelope. If acting as executor,
administrator, trustee, guardian, etc. you should so indicate when signing. If the signer is a corporation, please sign in full
corporate name by duly authorized officer.
</TABLE>
