<PAGE>
NORSTAR GROUP, INC.
6365 NW 6th Way
Suite 160
Fort Lauderdale, Florida 33309
(954) 772-0240
Dear Stockholder:
Enclosed are the Annual Report to Stockholders and the Proxy Statement in
connection with our Annual Meeting of Stockholders to be held on April 28, 2000.
Please note that attendance at the meeting will be limited to stockholders of
NorStar Group, Inc. ("NorStar" or the "Company") who bring evidence of ownership
of our common stock as of March 27, 2000, the record date for determination of
stockholders entitled to notice of and to vote at the Annual Meeting. If your
shares are held by a bank or broker, please bring to the meeting your bank or
broker statement evidencing your beneficial ownership of NorStar stock to gain
admission to the meeting.
By Order of the Board of Directors
Andrew Peck
Secretary
Fort Lauderdale, Florida
April 15, 2000
<PAGE>
NORSTAR GROUP, INC.
6365 NW 6th Way
Suite 160
Fort Lauderdale, Florida 33309
(954) 772-0240
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 28, 2000
To the Stockholders of
NorStar Group, Inc.
Notice is hereby given that the annual meeting of stockholders of NORSTAR
GROUP, INC., a Utah corporation (the "Company"), will be held at The Westin
Hotel, 400 Corporate Drive, Fort Lauderdale, Florida 33334, on April 28, 2000,
at 10:00 a.m. local time, for the following purposes:
1. To elect five directors of the Company to hold office for the
ensuing year.
2. To consider and transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 27, 2000,
as the record date for determination of stockholders entitled to notice of and
to vote at the annual meeting of stockholders.
By Order of the Board of Directors
Andrew Peck
Secretary
Fort Lauderdale, Florida
April 15, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE DATE, SIGN AND MAIL THE
ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED WHICH REQUIRES NO POSTAGE FOR
MAILING IN THE UNITED STATES. A PROMPT RESPONSE IS HELPFUL, AND YOUR COOPERATION
WILL BE APPRECIATED.
<PAGE>
NORSTAR GROUP, INC.
6365 NW 6th Way
Suite 160
Fort Lauderdale, Florida 33309
(954) 772-0240
------------------------
PROXY STATEMENT
Annual Meeting of Stockholders
April 28, 2000
VOTING INFORMATION
This Proxy Statement is being mailed to stockholders of NorStar Group, Inc.
(the "Company") on or about April 15, 2000 and is furnished in connection with
the Board of Directors' solicitation of proxies for the annual meeting of
stockholders to be held on April 28, 2000, for the purposes of considering and
acting upon the matters specified in the Notice of Annual Meeting of
Stockholders accompanying this Proxy Statement. If the form of proxy which
accompanies this Proxy Statement is executed and returned, it may be revoked by
the person giving it at any time prior to the voting thereof by written notice
to the Secretary, by delivery of a later dated proxy or by requesting to vote in
person at the meeting. Without extra compensation, certain directors, officers
and employees of the Company may make additional solicitations in person or by
telephone or facsimile. Expenses incurred in the solicitation of proxies,
including postage, printing and handling, and actual expenses incurred by
brokerage houses, custodians, nominees and fiduciaries in forwarding documents
to beneficial owners, will be paid by the Company.
Each holder of the Company's Common Stock, par value $.01 per share (the
"Common Stock") is entitled to one vote per share upon each matter submitted to
the vote of stockholders at this annual meeting. For purposes of the meeting, a
quorum means a majority of the issued and outstanding shares of Common Stock
entitled to vote at the annual meeting. As of the close of business on March 27,
2000, the record date for stockholders entitled to vote at the annual meeting,
there were outstanding 15,493,825 shares of Common Stock. In determining whether
a quorum exists at the meeting, all shares represented in person or by proxy
will be counted. A holder of Common Stock may, with respect to the election of
directors, (i) vote for the election of all named director nominees; (ii)
withhold authority to vote for all named director nominees; or (iii) vote for
the election of all named director nominees other than any nominee with respect
to whom the stockholder withholds authority to vote by so indicating in the
appropriate space in the proxy. In the absence of a specific direction from the
stockholder, proxies will be voted for the election of all named director
nominees, each to hold office until the next annual meeting of stockholders or
until his successor is duly elected and qualified.
Proxies relating to "street name" shares that are voted by brokers will be
treated as shares present for purposes of determining the presence of a quorum,
but will be treated as shares entitled to vote only as indicated below ("broker
non-votes"). The affirmative vote of the holders of a majority of the shares of
Common Stock present in person or by proxy at the meeting and entitled to vote
is required in the election of directors. Withholding authority to vote for a
director nominee will in effect count as a vote against the director nominee.
Broker non-votes will have no effect in the election of directors.
The Board of Directors knows of no other matter which may come up for
action at the meeting. However, if any other matter properly comes before the
meeting, the persons named in the proxy form enclosed will vote in accordance
with their judgment upon such matter.
Stockholders wishing to include proposals in the Company's proxy statement
and form of proxy for the year 2001 annual meeting must submit such proposals so
that they are received by the Secretary of the Company at the Company's
headquarters in Fort Lauderdale, Florida by no later than November 30, 2000.
Stockholders wishing to present proposals at the annual meeting (but not include
them in the proxy statement) are required to notify the Secretary of the Company
in writing by no later than February 1, 2001 and no earlier than December 1,
2000.
<PAGE>
STOCK OWNERSHIP INFORMATION
The table below sets forth certain information as of March 27, 2000, with
respect to each person known by the Company to be the beneficial owner of more
than five percent of the outstanding shares of Common Stock, and the beneficial
ownership of the outstanding shares of Common Stock of each director, each
current executive officer shown in the Summary Compensation Table and all
executive officers and directors as a group. Except as set forth below, the
address for such person or group is the Company's headquarters in Fort
Lauderdale, Florida. Unless otherwise noted, each person has sole power to vote
and dispose of the Common Stock beneficially owned.
Stock Ownership of Certain Beneficial Owners
<TABLE>
<CAPTION>
Title of Number of Shares Percentage of
Class Name and Address of Beneficial Owners Beneficially Owned Class
- ------------- ------------------------------------------------------------- ------------------ -------------
<S> <C> <C> <C>
Common Stock Balallan Limited(1) ......................................... 2,992,000 shares 19.3%
50 Broadway, Suite 2300
New York, N.Y. 10004
Common Stock Delta Capital, LLC(1) ....................................... 1,408,000 shares 9.0%
1001 Cambridge Square # C
Alpharetta, GA 30004
<CAPTION>
Stock Ownership of Management
<S> <C> <C> <C>
Common Stock Harry F. DiFrancesco(1) ..................................... 1,500,000 shares 9.7%
6365 N.W. 6th Way, Suite 160
Fort Lauderdale, Fl 33309
Common Stock Andrew Peck(1) .............................................. 200,000 1.29%
6365 N.W. 6th Way, Suite 160
Fort Lauderdale, Fl 33309
Common Stock Jay Sanet(1) ................................................ 125,000 .8%
6365 N.W. 6th Way, Suite 160
Fort Lauderdale, Fl 33309
Common Stock Maynard Neil Aboguv(1) ...................................... 50,000 .3%
6365 N.W. 6th Way, Suite 160
Fort Lauderdale, Fl 33309
Common Stock Jerome R. Saver(1) .......................................... 25,000 .2%
6365 N.W. 6th Way, Suite 160
Fort Lauderdale, Fl 33309
All executive officers and Directors as a group ............. 1,900,000 12.3%
</TABLE>
- ------------------
(1) The listed beneficial owners have no right to acquire any shares within 60
days of the date of this Proxy Statement from options, warrants, rights,
conversion privileges or similar obligations.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that certain
of the Company's directors, officers and stockholders file with the Securities
and Exchange Commission an initial statement of beneficial ownership and certain
statements of changes in beneficial ownership of Common Stock of the Company.
Based solely on its review of such forms received by the Company and written
representation from the directors and officers that no other reports were
required, the Company is unaware of any instances of noncompliance, or late
compliance, with such filings during the year ended December 31, 1999.
2
<PAGE>
ELECTION OF DIRECTORS
At the annual meeting of stockholders, five directors, constituting the
entire Board of Directors of the Company, are to be elected to hold office until
the next annual meeting of stockholders or until their successors are duly
elected and qualified. Unless otherwise indicated on the proxy form, it is
intended that the proxies will be voted for the nominees listed below. It is
expected that these nominees will serve, but, if for any unforeseen cause any
such nominee should decline or be unable to serve, the proxies will be voted to
fill any vacancy so arising in accordance with the discretionary authority of
the persons named in the proxies unless otherwise indicated on the proxy form.
NOMINEES
The following information concerning the nominees has been furnished by the
nominees:
<TABLE>
<CAPTION>
Name Age Title Directorship Five Years Business Experience
- ---------------------------- --- ---------------- -------------- ---------------------------------------------
<S> <C> <C> <C> <C>
Harry F. DiFrancesco........ 73 President Chairman of Mr. DiFrancesco is the co-founder of the
Bd* Company and has been President and Chairman
since the Company was renamed as the NorStar
Group, Inc. in 1992. Mr. DiFrancesco has an
extensive business background dating back to
1965 when he became Chairman, CEO and
President of DiFrancesco Construction
Company. From 1970 to 1975, Mr. DiFrancesco
operated a shoe manufacturing company in
Brazil which he founded. From 1979 to 1988,
Mr. DiFrancesco was Chairman of the Board of
International Jewelry Manufacturing Corp., an
importer and wholesaler of diamonds.
Mr. DiFrancesco holds B.S. and M.B.A degrees
in Business Administration from Florida
Research Institute.
Andrew S. Peck.............. 54 V.P. of Finance Dir. & Andrew Peck has served as Vice President of
Secretary* Finance and Corporate Secretary since the
Company was renamed the NorStar Group, Inc.
in 1992. Mr. Peck has more than 20 years'
experience in corporate finance, strategic
planning, financial analysis and systems
development. From 1990 until joining the
Company, Mr. Peck was President and Senior
Financial Specialist for Financial Support
Services, Inc., a financial services company.
From 1968 through 1990, Mr. Peck served as a
financial planner and analyst for such
companies as Levitt & Sons, Xerox Educational
Publications, Pitney Bowes, Inc., Kennecott
Corporation, and Knight Enterprises, Inc.
Mr. Peck has a B.S. in Accounting from New
York Institute of Technology and an M.B.A. in
Finance from Adelphi University.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name Age Title Directorship Five Years Business Experience
- ---------------------------- --- ---------------- -------------- ---------------------------------------------
<S> <C> <C> <C> <C>
Maynard Neil Aboguv......... 55 V.P. of Sales Director* Maynard Aboguv has served as Vice President
Mgmt. of Sales Management and as a Director since
1999. Immediately prior to joining the
Company, Mr. Aboguv worked in Customer
Relations at a division of Shell Oil. From
1991 until 1994, Mr. Aboguv served as
President and Director of Chartbreakers
Entertainment Corp, a company whose primary
focus was the acquisition of video and
entertainment centers. From 1989 until 1994,
Mr. Aboguv was President and Chief Executive
Officer of Roneil Funding, a mortgage banking
company which he founded and owned.
Mr. Aboguv attended Sir George Williams
University in Montreal, Lewis HotelMotel
Management School in Washington, D.C. and
Gold Coast Mortgage School in Fort
Lauderdale, Florida.
Jerome R. Saver............. 52 V.P. of Sales Director* Jerome Saver has served as Vice President of
Sales since 1999. Mr. Saver has over
20 years of extensive sales and marketing
experience. In 1980, Mr. Saver founded his
own company, J.R. Saver, Inc., which is still
successfully operating. J.R. Saver, Inc.
assists small businesses with raising capital
for leasing and general business purposes.
Mr. Saver holds a baccalaureate degree in
Business Administration from Philadelphia
College.
Jay Sanet................... 49 V.P. Corp Dev. Director* Jay Sanet has served as Vice President of
Corporate Development and as a Director since
December 1998. Mr. Sanet has an extensive
background in finance and branch management
and is currently charged with assisting the
Company in identifying potential merger
candidates. Prior to joining the Company, Mr.
Sanet was a branch manager for First National
Equity Group from 1996 through 1998. During
1995, Mr. Sanet was a branch manager for
Vision Investment Group. From 1994 to 1995, he
was a registered representative for Myers,
Pollack & Robin. Mr. Sanet has a baccalaureate
degree in Finance from the New York Institute
of Finance.
</TABLE>
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation for each of the last two
fiscal years awarded to or earned by the executive officers and directors named
below.
Summary Compensation Table
<TABLE>
<CAPTION>
Salaries,
Name of Capacity in Fees Share
Fiscal Year Individual which served & Commissions Shares Valuation
- ----------------------- ------------------- --------------------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C>
1999 .................. Harry DiFrancesco* Pres. & Dir. $0.00 1,000,000 $ 593,000
1998 $0.00 500,000 78,000
1999 .................. Jay Sanet* V.P. & Dir. $0.00 100,000 $ 59,300
1998 25,000 3,900
1999 .................. Andrew S. Peck* Sect., Treas. & Dir. $0.00 100,000 $ 59,300
1998 100,000 15,600
1999................... Jerome R. Saver* V.P. Asst. Sect. & $0.00 25,000 $ 14,825
Dir.
1999................... Maynard N. Aboguv* V.P. & Dir. $0.00 50,000 $ 29,650
</TABLE>
- ------------------
* The Company has paid no compensation to any of its named executive officers
and directors. In lieu of compensation the officers and directors received
shares of NorStar Common Stock.
BOARD OF DIRECTORS
The Board of Directors (the "Board") held eleven (11) meetings in 1999. All
directors were present for 100% of the meetings for which they were in office
and for the respective committees on which they served. Directors receive no
fixed compensation for their services. The Board, by resolution, may in the
future authorize a fixed sum and expenses for actual attendance at each regular
or special meeting of the Board. The Board, by resolution, may designate from
among its members an executive committee and other committees, each consisting
of three or more directors. Each such committee serves at the pleasure of the
Board. The Board currently has no executive or any other committee.
FINANCIAL INFORMATION
The Company has furnished its financial statements to stockholders in its
1999 Annual Report, which accompanies this Proxy Statement. In addition, the
Company will promptly provide without charge to any stockholder an additional
copy of the 1999 Annual Report, on the request of such stockholder, to the
Company's Secretary at NorStar Group, Inc., 6365 NW 6th Way, Suite 160, Fort
Lauderdale, Florida 33309, or by telephone to (954) 772-0240.
ACCOUNTING INFORMATION
Selection of the independent auditors is made by the Board of Directors.
The Company's Independent Public Accountants for the year ended December 31,
1999 is J.H. Cohn LLP. The Board of Directors will vote upon the selection of
auditors for the current fiscal year at a future meeting. J.H. Cohn LLP is not
expected to have representatives at the annual meeting of stockholders.
During J.H. Cohn LLP's engagement to audit the Company's financial
statements for its last two fiscal years, there were no disagreements with J.H.
Cohn LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of J.H. Cohn LLP, would have caused it to make
reference to the subject matter of the disagreements in connection with its
report. There have occurred no "reportable events" within the meaning of Item
304(a)(1)(v) of Regulation S-K during the Company's two most recent fiscal
years.
5
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other proposals which may be presented
for action at the meeting. However, in accordance with the Company's bylaws, if
any other proposal properly comes before the meeting, the persons named in the
proxy form enclosed will vote in accordance with their judgment upon such
matter.
By Order of the Board of Directors
Andrew S. Peck
Secretary
April 15, 2000
6
<PAGE>
PROXY
NORSTAR GROUP, INC.
6365 NW 6th Way
Suite 160
Fort Lauderdale, Florida 33309
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Harry DiFrancesco, Andrew S. Peck, Jerome R.
Saver, Maynard N. Aboguv and Jay Sanet, or any of them, as proxies, with full
power of substitution, to represent and to vote, as designated below, all of the
undersigned's Common Stock in NorStar Group, Inc. at the annual meeting of
stockholders of NorStar Group, Inc. to be held on April 28, 2000, at 10:00 a.m.,
local time, at The Westin Hotel, 400 Corporate Drive, Fort Lauderdale, Florida
33334 and at any adjournment thereof, with the same authority as if the
undersigned were personally present.
THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN AND ACKNOWLEDGES
RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
(Continued and to be signed on reverse side.)
<PAGE>
NORSTAR GROUP, INC.
Please mark vote in oval in the following manner using dark ink only.
1. Election of Directors --
Harry F. DiFrancesco, Andrew S. Peck, Jerome R. Saver
Maynard Neil Aboguv, Jay Sanet
/ / FOR ALL / / WITHHOLD ALL / / FOR ALL (EXCEPT*)
*Nominee Exception(s)
2. In their discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting.
(If the stock is registered in the
name of more than one person, the
proxy should be signed by all named
holders. If signing as attorney,
executor, administrator, trustee,
guardian, corporate official, etc.,
please give full title as such.)
Dated: ___________, 2000 (Signature)
Dated: ___________, 2000 (Signature)
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
