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-16(e) (2) )
/X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 240.14a-11(c) or Rule 240.14a-12
AmBase Corporation
(Name of Registrant as Specified in its Charter)
AmBase Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each part to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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.):
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4) Proposed maximum aggregate value of transaction.
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5) Total fee paid:
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/ / Check box if any part of the fee is offset as provided by Exchange 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>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 1997
The 1997 Annual Meeting of Stockholders of AmBase Corporation (the "Company")
will be held at the Cole Auditorium, Greenwich Library, 101 West Putnam Avenue,
Greenwich, Connecticut, on Thursday, May 1, 1997, at 9:00 a.m., Eastern Daylight
Time, to consider and act upon the following matters:
1. The election of a director to hold office for a three-year term expiring in
2000;
2. The approval of the appointment of Price Waterhouse LLP as the independent
accountants of the Company for the year ending December 31, 1997;
and such other matters as may properly come before the meeting or any
adjournments thereof.
The Board of Directors has fixed the close of business on Friday, March 14, 1997
as the record date for determining stockholders entitled to notice of and to
vote at the meeting.
Whether or not you plan to attend the Annual Meeting, please sign, date and
return the enclosed proxy card in the prepaid envelope provided, as soon as
possible, so your shares can be voted at the meeting in accordance with your
instructions. Your vote is important no matter how many shares you own. If you
plan to attend the meeting and wish to vote your shares personally, you may do
so at any time before your proxy is voted. Your prompt cooperation is greatly
appreciated.
All stockholders are cordially invited to attend the Annual Meeting.
By Order of the
Board of Directors
/s/Michael T. Carenzo
-------------------------
Michael T. Carenzo
Secretary
Greenwich, CT
February 26, 1997
<PAGE>
AMBASE CORPORATION
GREENWICH OFFICE PARK, BLDG. 2
51 WEAVER STREET
GREENWICH, CT 06831-5155
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 1997
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of AmBase Corporation (the "Company") of proxies to be voted
at the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to
be held at the Cole Auditorium, Greenwich Library, 101 West Putnam Avenue,
Greenwich, Connecticut, at 9:00 a.m., Eastern Daylight Time, on Thursday, May 1,
1997, and at any adjournments thereof. This Proxy Statement and the accompanying
proxy are being mailed to stockholders commencing on or about March 14, 1997.
Shares represented by a duly executed proxy in the accompanying form received by
the Company prior to the Annual Meeting will be voted at the meeting in
accordance with instructions given by the stockholder in the proxy. Any
stockholder granting a proxy may revoke it at any time before it is exercised by
granting a proxy bearing a later date, by giving notice in writing to the
Secretary of the Company or by voting in person at the meeting.
At the Annual Meeting, the stockholders will be asked (i) to re-elect Robert E.
Long as a director to serve a three-year term ending in 2000 and (ii) to approve
the appointment of Price Waterhouse LLP as independent accountants of the
Company for the year ending December 31, 1997. The persons acting under the
accompanying proxy have been designated by the Board of Directors and, unless
contrary instructions are given, will vote the shares represented by the proxy
(i) for the election of the nominees for the director named above and (ii) for
the approval of the appointment of Price Waterhouse LLP as the Company's
independent accountants.
The close of business on Friday, March 14, 1997, has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of and to vote at the Annual Meeting or any adjournments thereof. Only
the holders of record of Common Stock at the close of business on March 14,
1997, are entitled to vote on the matters presented at the Annual Meeting. Each
share of the Company's Common Stock entitles the holder to one vote on each
matter presented at the Annual Meeting. As of February 26, 1997, the Company had
44,533,519 outstanding shares of Common Stock (excluding treasury stock). A
plurality vote of the holders of the shares of Common Stock represented in
person or by proxy and voting at the Annual Meeting is required for the election
of directors. The affirmative vote of the holders of a majority of the shares of
Common Stock represented in person or by proxy and voting at the Annual Meeting
is necessary for the approval of Price Waterhouse LLP as independent
accountants.
Abstentions, votes withheld and shares not voted, including broker non-votes,
are not included in determining the number of votes cast for the election of a
director and the approval of Price Waterhouse LLP as independent accountants.
Abstentions, votes withheld and broker non-votes are counted for purposes of
determining whether a quorum is present at the Annual Meeting.
-1-
<PAGE>
INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES
Meetings and Attendance
During 1996, the Company's Board of Directors held six meetings. All directors
attended at least 75% of the meetings of the Board of Directors and the
committees of the Board on which they served.
Committees of the Board
The Board of Directors currently has (i) an Accounting and Audit Committee and
(ii) a Personnel Committee.
The Accounting and Audit Committee met four times during 1996. The Accounting
and Audit Committee currently consists of Robert E. Long, Chairman, and John B.
Costello. Mr. Long and Mr. Costello are independent directors of the Company and
are not officers or employees of the Company.
The principal functions of the Accounting and Audit Committee are to review, in
conjunction with the Company's independent accountants, the accounting and
auditing practices and procedures followed by the Company, its subsidiaries and
their accountants, and to advise and consult with the Company's officers and
make recommendations to the Board with respect to internal and external audit
matters affecting the Company, including recommendation for the appointment of
independent accountants of the Company.
The Personnel Committee held one meeting in 1996. The Personnel Committee
currently consists of Mr. Costello, Chairman, and Mr. Long. Mr. Costello and Mr.
Long are independent directors of the Company and are not officers or employees
of the Company.
The principal functions of the Personnel Committee are to consider and recommend
nominees for the Board, to oversee the performance and approve the remuneration
of officers and senior employees of the Company and its subsidiaries and to
oversee and approve the employee benefit and retirement plans of the Company and
its subsidiaries. The Personnel Committee will consider stockholder
recommendations for director, submitted in accordance with the Company's
By-Laws.
The Company's By-Laws require that in the event a stockholder wishes to nominate
a person for election as a director, advance notice must be given to the
Secretary of the Company not less than 120 days in advance of the date of the
Company's proxy statement released to stockholders in connection with the
previous year's annual meeting of stockholders, except that if no annual meeting
was held in the previous year or the date of the annual meeting has been changed
by more than 30 calendar days from the date contemplated at the time of the
previous year's proxy statement, a proposal shall be received by the Company a
reasonable time before the solicitation is made, together with the name and
address of the stockholder and of the person to be nominated; a representation
that the stockholder is entitled to vote at the meeting and intends to appear in
person or by proxy to make the nomination; a description of arrangements or
understandings between the stockholder and others pursuant to which the
nomination is to be made; such other information regarding the nominee as would
be required in a proxy statement filed under the proxy rules of the SEC; and the
consent of the nominee to serve as a director if elected.
-2-
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTOR
In accordance with the method of electing directors by class with terms expiring
in different years, as required by the Company's Restated Certificate of
Incorporation, a director will be elected at the Company's 1997 Annual Meeting
of Stockholders to hold office until the Company's Annual Meeting of
Stockholders for the year 2000. The director will serve until his successor
shall be elected and shall qualify.
The person named below has been nominated for directorship. The nominee is a
director, now in office, and has indicated a willingness to accept re-election.
It is intended that at the Annual Meeting the shares represented by the
accompanying proxy will be voted for the election of this nominee, unless
contrary instructions are given. In the event that the nominee should become
unavailable for election as a director at the time the Annual Meeting is held,
shares represented by proxies in the accompanying form will be voted for the
election of a substitute nominee selected by the Board of Directors, unless
contrary instructions are given or the Board by resolution shall have reduced
the number of directors. The Board is not aware of any circumstances likely to
render the nominee unavailable.
Information Concerning the Nominee for Election as a Director
The name, age, principal occupation, other business affiliations, and certain
other information concerning the nominees for election as a director of the
Company are set forth below.
Robert E. Long, 65. Mr. Long was elected a director of the Company in October
1995. Mr. Long currently is the President and Chief Executive Officer of
Business News Network, Inc., a radio network providing business news and
investment strategy programming to affiliates nationwide. He was co-founder,
Chairman and Chief Executive Officer of Southern Starr Broadcasting Group, Inc.
("Southern Starr"), until March, 1995, when Southern Starr was sold. Prior to
his employment as Chief Executive Officer of Southern Starr, he was President of
Potomac Asset Management, Inc., a registered investment company. Mr. Long is a
chartered financial analyst and is a graduate of the George Washington School of
Law. He has been a principal, officer and director of two New York Stock
Exchange member firms, and has arranged financing for numerous companies during
his thirty-year career, including several radio and television properties. Mr.
Long serves as a director of Allied Capital Advisors, Inc., Potomac Advisors,
Inc., Outerseal Building Products and American Heavy Lift Shipping.
If elected, his term will expire in 2000.
Management recommends voting FOR the election of the nominee named above.
Information Concerning Directors Continuing in Office
Certain information concerning the directors of the Company whose terms do not
expire in 1996 is set forth below.
Richard A. Bianco, 49. Mr. Bianco was elected a director of the Company in
January 1991, and has served as President and Chief Executive Officer of the
Company since May 1991. On January 26, 1993, Mr. Bianco was elected Chairman of
the Board of Directors of the Company. He served as Chairman, President and
Chief Executive Officer of Carteret Savings Bank, FA ("Carteret"), then a
subsidiary of the Company, from May 1991 to December 1992. Mr. Bianco served as
Chairman and a director of Whitehill Capital, Inc. from September 1990 to June
1991. Mr. Bianco was a member of the Management, Bridge and Investment Banking
Committees of Dillon, Read & Co., Inc., an investment banking firm, from 1982 to
1989. During that period he also served as head of its Capital Markets Group.
His term will expire in 1999.
John B. Costello, 59. Mr. Costello spent twenty-five years in the transportation
industry in which he founded and operated companies which were purchased by
Ryder Systems, Inc. ("Ryder"). He served three years as President of United
States Packing and Shipping Company, a subsidiary of Ryder. He has been a
private investor since 1989. Mr. Costello was elected a director of the Company
in August 1993. His term will expire in 1999.
The Company presently has three directors.
-3-
<PAGE>
Disclosure of Late Filings
Section 16 of the Securities Exchange Act of 1934 ("Section 16") requires that
reports of beneficial ownership of Common Stock and changes in such ownership be
filed with the Securities and Exchange Commission (the "SEC") by the Company's
directors, officers (as defined in the rules promulgated by the SEC under
Section 16) and holders of more than 10% of the Company's equity securities. The
Company is required to identify each director or officer who failed to file any
required reports under Section 16 in a timely manner. Based solely upon its
review of copies of Section 16 reports furnished to the Company during and with
respect to the most recent fiscal year and written representations that certain
reports were not required to be filed, the Company believes that there were no
transactions which were not reported on a timely basis to the SEC, no late
reports nor other failure to file a required form by any director or officer of
the Company.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation earned by the Chief
Executive Officer and each other executive officer of the Company and its
subsidiaries (the "Named Executive Officers") for services rendered to the
Company during the last three fiscal years:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
-----------------------------
Annual Compensation Awards Payouts
-------------------------------------------- -------------------- -------
Restricted
Other Annual Stock Options/ LTIP All Other
Name and Principal Salary Bonus Compensation Award(s) SARs Payouts Compensation
Position Year ($) ($)(1) ($)(2) ($) (#) ($) ($)(3)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard A. Bianco - 1996(4) $500,000 $825,000 $9,392 ---- ---- ---- $8,387
Chairman,President 1995 $500,000 $425,000 $8,732 ---- 500,000 ---- $7,317
and Chief Executive 1994 $500,000 $250,000 $9,295 ---- ---- ---- $8,084
Officer of the
Company
- -------------------------------------------------------------------------------------------------------------------
John P. Ferrara - 1996 $95,000 $30,000 $1,076 ---- ---- ---- $4,450
Vice President, 1995 $90,000 $30,000 $1,157 ---- 100,000 ---- $4,001
Chief Financial 1994 $90,000 $10,000 $1,182 ---- ---- ---- $4,032
Officer, Treasurer
& Controller of the
Company
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Amounts shown in the Bonus column for 1996 represent 1996 Bonuses paid to
the named individual in January 1997. Amounts shown in the bonus column for
1995 represent 1995 bonuses paid to the named individual in January 1996.
Amounts shown in the bonus column for 1994 represent 1994 bonuses paid to
the named individual in January 1995.
(2) Other Annual Compensation shown above includes reimbursement to designated
executive officers for the income tax costs associated with their
participation in the long-term disability plans and supplemental life
insurance plans of the Company. The aggregate incremental cost to the
Company for perquisites and other personal benefits paid to each named
executive officer (including, depending upon the executive officer,
supplemental life insurance benefits, other personal benefits, the use of
Company provided transportation and reimbursement for tax services in 1996,
1995 and 1994 for Mr. Bianco) in each instance aggregated less than $50,000
or 10% of the total annual salary and bonus for each named executive
officer and, accordingly, is omitted from the table.
(3) Amounts included as All Other Compensation include the following: (a) in
1996 the Company's contributions to the AmBase 401(k) Savings Plan,
excluding employee earnings reductions: Mr. Bianco, $5,100 and Mr. Ferrara,
$3,456; and costs associated with participation in the supplemental term
life insurance plans of the Company: Mr. Bianco, $3,287 and Mr. Ferrara,
$994; (b) in 1995 the Company's contributions to the AmBase 401(k) Savings
Plan, excluding employee earnings reductions: Mr. Bianco, $4,698 and Mr.
Ferrara, $3,081; and costs associated with participation in the
supplemental term life insurance plans of the Company: Mr. Bianco, $2,619
and Mr. Ferrara, $920; and (c) in 1994 the Company's contributions to the
AmBase 401(k) Savings Plan, excluding employee earnings reductions: Mr.
Bianco, $4,698 and Mr. Ferrara, $3,081; and costs associated with
participation in the supplemental term life insurance plans of the Company:
Mr. Bianco, $3,386 and Mr. Ferrara, $951.
(4) Mr. Bianco's total annual compensation for 1996 was paid in accordance with
the provisions of the Company's 1994 Senior Management Incentive
Compensation Plan, which qualifies such compensation for deductibility
under Section 162(m) of the Internal Revenue Code of 1986, as amended.
-4-
<PAGE>
Aggregate Option/SAR Values as of December 31, 1996
None of the Named Executive Officers exercised a stock option of the Company
during 1996. The Company does not have any outstanding SARs. The following table
sets forth information concerning the fiscal year-end value of unexercised
options held by the Named Executive Officers on December 31, 1996 as follows:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options/SARs at
December 31, 1996 December 31, 1996
Number of
Shares Acquired
Upon Exercise of Value Realized
Name Option Upon Exercise Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Bianco ---- ---- 1,400,000 250,000 $3,694,000 $635,000
John P. Ferrara ---- ---- 50,000 50,000 $128,000 $128,000
- --------------------------------------------------------------------------------------------------------------
</TABLE>
No awards under any stock-option plan, or long-term incentive plan were made to
the Named Executive Officers in 1996, and none of the stock options previously
awarded to any of the Named Executive Officers were repriced during 1996.
Retirement Benefits
One current executive officer and certain former officers of the Company are
participants in the Supplemental Retirement Plan (the "Supplemental Plan"), an
unfunded retirement plan under which benefit payments to participants are based
on a varying percentage (historically ranging from 2.5% to 4%, determined on an
individual basis by the Personnel Committee) of the participant's average base
salary and bonus (averaged over the three years of credited service that will
produce the highest average) multiplied by the number of years of the
participant's credited service, up to 20 years, plus 1% of his or her average
base salary and bonus multiplied by his or her years of credited service from 20
to 25 years, plus 0.5% of his or her average base salary and bonus multiplied by
his or her years of credited service in excess of 25 years, and reduced by any
amounts which were paid to the participant from the AmBase Retirement Plan,
which was terminated as of November 1, 1993, and any other plan designated
pursuant to an employment agreement with the participant. Benefits vest after
ten years of service although the Personnel Committee may waive or reduce the
ten-year service requirement for individual participants. Upon the election of a
vested participant whose employment has terminated after ten years of service or
after a Change in Control of the Company, the actuarial equivalent of benefits
will be paid in a lump-sum. The Personnel Committee, in its discretion, may
waive or reduce the ten-year service requirement for lump-sum payments. Mr.
Bianco is the only current active executive officer of the Company who
participates in the Supplemental Plan.
The following table presents, for representative periods of credited service,
estimated annual benefits payable upon retirement at the normal retirement age
of 60 (under the Supplemental Plan) to hypothetical vested participants in the
Supplemental Plan, in the form of a ten-year certain and life annuity. For
purposes of the Supplemental Plan, accrual has been assumed at the rate of 4%
per year.
Years of Credited Service
Assumed Final ----------------------------------------------------------------
Average Earnings 15 20 25 30 35
- -------------------------------------------------------------------------------
$ 125,000 $ 75,000 $100,000 $106,250 $109,375 $112,500
200,000 120,000 160,000 170,000 175,000 180,000
400,000 240,000 320,000 340,000 350,000 360,000
600,000 360,000 480,000 510,000 525,000 540,000
800,000 480,000 640,000 680,000 700,000 720,000
1,000,000 600,000 800,000 850,000 875,000 900,000
1,200,000 720,000 960,000 1,020,000 1,050,000 1,080,000
1,400,000 840,000 1,120,000 1,190,000 1,225,000 1,260,000
1,600,000 960,000 1,280,000 1,360,000 1,400,000 1,440,000
Years of credited service as of March 1, 1997, for the purposes of computing
accrued benefits are: Mr. Bianco, 5.83 years. Mr. Bianco had no vested service
in the AmBase Retirement Plan and received no payments in connection with the
termination of the AmBase Retirement Plan. No other employee of the Company has
credited service under the Supplemental Plan.
-5-
<PAGE>
AmBase 401(k) Savings Plan and Retirement Benefits
Effective July 1, 1993, the Board of Directors approved the adoption of the
AmBase 401(k) Savings Plan (the "Savings Plan"), which is a "Section 401(k)
Plan" within the meaning of the Internal Revenue Code of 1986, as amended (the
"Code"). Substantially all employees of the Company meeting minimum age and
period of service requirements are eligible to participate in the Savings Plan.
Under the Savings Plan, employees may enter into a salary reduction agreement
for a percentage of their annual earnings (as defined in the Savings Plan). The
amount by which the employee's salary is reduced is considered a contribution by
the employer to the Plan. The employer also matches a designated percentage of
employees' salary reductions. The percentage match may vary from year to year at
the discretion of the Company. The employer match is currently 100% of the first
3% of the employee's salary eligible for deferral contributed on a pre-tax
basis. All contributions are subject to maximum limitations contained in the
Code. Participants are permitted to invest their salary reduction contributions
in a money market fund, an income fund and a growth fund. The Company's matching
contributions are invested in the same manner as the salary reduction
contributions. The Savings Plan provides that a participating employee (or his
or her beneficiary upon death) will be entitled to receive distribution of his
or her vested interest in the Savings Plan upon retirement, death or other
termination of employment.
COMPENSATION OF DIRECTORS
The annual fee to be paid to all directors who are not employees of or
consultants to the Company is $7,500. The annual fees are payable in December,
provided that a director who is not an employee of or consultant to the Company
attends at least 75% of all meetings during the calendar year. In December 1996,
Mr. Costello and Mr. Long each received $7,500 for their services on the Board
during 1996. In August of 1996, Mr. Costello and Mr. Long each received $2,500
in recognition of additional services they performed for the Company during
1996. The By-Laws provide that if a director performs additional services for
the Board or for any Committee at the request of the Chairman of the Board or
the Chairman of any Committee, he may be compensated for such services.
Compensation Committee Interlocks and Insider Participation
The Personnel Committee of the Board of Directors is the committee whose
functions are equivalent to those of a compensation committee. The Committee
members during 1996 were John B. Costello, Chairman, and Robert E. Long. Mr.
Costello and Mr. Long are independent directors of the Company and are not
officers or employees of the Company.
EMPLOYMENT CONTRACTS
An employment agreement, as amended, is in effect between Mr. Bianco and the
Company which provides for him to serve as Chairman, President and Chief
Executive Officer of the Company at an annual base salary of $500,000. The
employment agreement also provides for additional benefits, including his
participation in various employee benefit plans, annual bonus eligibility,
certain long-term disability benefits and the accrual of benefits under the
Company's Supplemental Retirement Plan at 4% of his average base salary and
bonus, and 100% vesting in his accrued benefits. On February 24, 1997, the Board
extended Mr. Bianco's contract for five additional years to May 31, 2002.
-6-
<PAGE>
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Personnel Committee (the "Committee") is responsible for fixing compensation
and other employee benefits for executive officers of the Company. The
Committee's executive compensation philosophy is to provide competitive levels
of compensation to its executive officers through a combination of base salary,
incentive awards and equity in the Company. It is designed to reward above
average corporate performance, recognize individual initiative and achievement
and assist the Company in attracting and retaining qualified management.
Management compensation is intended to be set at levels that the Committee
believes fairly reflect the challenges confronted by management.
Overview and Philosophy
The Committee believes that the objectives of executive compensation are to
attract, motivate and retain the highest quality executives, align the interests
of these executives with those of the Company's stockholders by encouraging
stock ownership by executive officers to promote a proprietary interest in the
Company's success and to provide incentives to achieve the Company's goals. In
furtherance of these objectives, the Company's executive compensation policies
are designed to focus the executive officers on the Company's goals. The
Committee determines salary, bonuses and equity incentives based upon the
performance of the individual executive officer and of the Company.
Employee, Executive Officer and Chief Executive Officer Compensation
Base salaries for management employees are determined initially by evaluating
the responsibilities of the position, the experience of the individual and the
competition in the marketplace for management talent, including companies
confronting problems of the magnitude and complexity faced by the Company.
Annual salary adjustments are determined by evaluating a number of factors. The
most important factor is the performance of the executive, followed by the
performance of the Company, any increased responsibilities assumed by the
executive and the competition in the marketplace for similarly experienced
executives. Salary adjustments are determined and normally made at twelve month
intervals. Mr. Bianco, the Chief Executive Officer, did not receive a salary
adjustment for 1996.
In January 1997, the Committee approved cash bonuses for officers and employees
for 1996. Factors considered included performance of the executive, performance
of the Company, total compensation level, the Company's financial position and
other pertinent factors. This analysis is necessarily a subjective process which
utilizes no specific weighting or formula with respect to the described factors
in determining cash bonuses. Mr. Bianco was paid a bonus of $825,000 in
recognition of his focused management of the Company's significant litigation,
particularly the Supervisory Goodwill litigation, described in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, his role in
greatly reducing and controlling the costs associated with defending pending
litigation, in implementing cost cutting measures generally (including reduction
of professional fees), and in pursuing several potential acquisitions. The total
annual compensation for Mr. Bianco in 1996 was paid in accordance with the
provisions of the Company's 1994 Senior Management Incentive Compensation Plan,
which qualifies such compensation for deductibility under Section 162(m) of the
Internal Revenue Code of 1986, as amended.
The Company believes that its compensation programs, carefully mixing equity and
cash incentives, will focus the efforts of the Company's executive officers on
long-term growth for the benefit of the Company and its stockholders.
Personnel Committee: John B. Costello (Chairman)
Robert E. Long
-7-
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the price performance of the Company's Common Stock
for the past five years with the performance of the Standard & Poor's Financial
Index and the Standard & Poor's 500 Stock Index (S&P 500). The Standard & Poor's
Financial Index was selected because it includes companies similar in nature to
the Company through most of the five year period. The stock price performance
shown in the graph below should not be considered indicative of potential future
stock price performance.
[THE TABLE BELOW WAS REPRESENTED IN THE PRINTED BOOK AS A GRAPH]
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
AMBASE CORPORATION, S&P FINANCIAL INDEX AND S&P 500 STOCK INDEX
Years Ending December 31
- --------------------------------------------------------------------------------
Company/Index 1991 1992 1993 1994 1995 1996
- --------------------------------------------------------------------------------
AmBase 100 25.07 74.94 56.28 127.22 760.57
S&P Financial Index 100 123.37 137.06 132.22 203.65 275.27
S&P 500 Index 100 107.62 118.46 120.03 165.13 203.05
- --------------------------------------------------------------------------------
-8-
<PAGE>
STOCK OWNERSHIP
Stock Ownership of Certain Beneficial Owners
The following information is set forth with respect to persons known by the
Company to be the beneficial owners of more than 5% of the Company's outstanding
Common Stock, the Company's only class of voting securities, as of February 21,
1997.
- -------------------------------------------------------------------------------
Amount and Percentage
Name and Address of Nature of Beneficial of Common
Beneficial Owner Ownership Stock Owned
- -------------------------------------------------------------------------------
Richard A. Bianco 8,101,600 (a)(b) 17.64%
Chairman, President and (direct)
Chief Executive Officer
AmBase Corporation
Greenwich Office Park, Bldg. 2
51 Weaver Street
Greenwich, CT 06831-5155
Orin S. Kramer & Jay Spellman 2,931,000 (c) 6.58%
Kramer Spellman, L.P.
2050 Center Avenue, Suite 300
Fort Lee, NJ 07024
Gotham Partners, L.P. & 2,506,000 (d) 5.62%
Gotham Partners II
110 East 42nd Street, 18th Floor
New York, NY 10017
(a) Mr. Bianco holds a stock option granted under the Company's 1985 Stock
Option Plan on January 29, 1993, to acquire 1,150,000 shares of the
Company's Common Stock, all of which may currently be acquired upon
exercise of the stock option and, therefore, are included in the column
Amount and Nature of Beneficial Ownership above.
(b) Mr. Bianco holds an additional stock option granted under the Company's
1985 Stock Option Plan on May 3, 1995 to acquire 500,000 shares of the
Company's Common Stock. Of those shares, 250,000 shares vested on May 3,
1996 and, therefore, are included in the column Amount and Nature of
Beneficial Ownership above. The remaining 250,000 shares will vest on May
3, 1997 and, therefore, are not included in the column Amount and Nature of
Beneficial Ownership above.
(c) On a Schedule 13D dated January 29, 1997, Orin S. Kramer, Jay Spellman and
Kramer Spellman, L.P. reported that, as of January 24, 1997, 2,927,500
shares were held in the aggregate by investment partnerships for which
Kramer Spellman, L.P. serves as the general partner and managed accounts
for which Kramer Spellman, L.P. serves as discretionary investment manager.
Kramer Spellman, L.P., Orin Kramer and Jay Spellman have shared power to
vote and dispose of these shares. In addition, Jay Spellman reported that
he individually owns an additional 3,500 shares. Mr. Spellman has sole
power to vote and dispose of these shares. Therefore, the amount
beneficially owned in the aggregate by Mr. Spellman is 2,931,000 shares.
(d) On a Schedule 13D dated February 18, 1997, Gotham Partners, L.P. ("Gotham")
and Gotham Partners II, L.P. ("Gotham II") reported that, as of February
14, 1997, 2,473,531 shares were held in the aggregate by Gotham,
representing 5.55% of the common stock owned, and 32,469 shares were held
in the aggregate by Gotham II, representing 0.07% of the common stock
owned. Gotham and Gotham II each have sole power to vote and dispose of the
shares owned by each.
-9-
<PAGE>
Stock Ownership of Directors and Executive Officers
According to information furnished by each nominee, continuing director and
executive officer included in the Summary Compensation Table, the number of
shares of the Company's Common Stock beneficially owned by them as of January
31, 1997 was as follows:
- ------------------------------------------------------------------------------
Amount Percentage
Name of Beneficial and Nature of of Common
Owner Beneficial Ownership(a) Stock Owned
- -------------------------------------------------------------------------------
Richard A. Bianco................... 8,101,600 (b)(c) 17.64%
John B. Costello.................... 25,000 *
John P. Ferrara..................... 90,029 (d) *
Robert E. Long...................... 33,000 *
All Directors and Officers as a group,
(4 persons) including those named above 8,249,629 18.52%
* Represents less than 1% of Common Stock outstanding
- ---------------
(a) Except as otherwise noted, the named individuals have sole voting and
investment power with respect to such shares.
(b) Mr. Bianco holds a stock option granted under the Company's 1985 Stock
Option Plan on January 29, 1993, to acquire 1,150,000 shares of the
Company's Common Stock, all of which may currently be acquired upon
exercise of the stock option and therefore are included in the column
Amount and Nature of Beneficial Ownership above.
(c) Mr. Bianco holds an additional stock option granted under the Company's
1985 Stock Option Plan on May 3, 1995 to acquire 500,000 shares of the
Company's Common Stock. Of those shares, 250,000 shares vested on May 3,
1996 and, therefore, are included in the column Amount and Nature of
Beneficial Ownership above. The remaining 250,000 shares will vest on May
3, 1997 and, therefore, are not included in the column Amount and Nature of
Beneficial Ownership above.
(d) Mr. Ferrara holds a stock option granted under the Company's 1985 Stock
Option Plan on May 3, 1995 to acquire 100,000 shares of the Company's
Common Stock. Of these shares, 50,000 shares vested on May 3, 1996 and,
therefore, are included in the column Amount and Nature of Beneficial
Ownership above. The remaining 50,000 shares will vest on May 3, 1997 and,
therefore, are not included in the column Amount and Nature of Beneficial
Ownership above.
-10-
<PAGE>
PROPOSAL NO. 2 - APPOINTMENT OF ACCOUNTANTS
Based on the recommendation of the Accounting and Audit Committee, the Board of
Directors is proposing that the stockholders approve the appointment of Price
Waterhouse LLP as the independent accountants of the Company for the year ending
December 31, 1997. The Company has been advised by Price Waterhouse LLP that
neither that firm nor any of its partners had any direct financial interest or
any material indirect financial interest in the Company, or any of its
subsidiaries, except as independent certified public accountants. A
representative of Price Waterhouse LLP is expected to be present at the Annual
Meeting with the opportunity to make a statement, if he or she desires to do so,
and to respond to appropriate questions from the stockholders.
Management recommends a vote FOR approval of the appointment of Price Waterhouse
LLP.
ADDITIONAL INFORMATION
The Annual Report of the Company on Form 10-K, covering the fiscal year ended
December 31, 1996, is being mailed with this Proxy Statement to each stockholder
entitled to vote at the Annual Meeting.
Stockholders not receiving a copy of the Annual Report on Form 10-K may obtain
one by contacting: American Stock Transfer and Trust Company, 40 Wall Street,
46th Floor, New York, NY 10005, Attention: Stockholder Services, (800) 937-5449
or (718) 921-8200.
Any stockholder who wishes to submit a proposal for action to be included in the
Proxy Statement for the Company's 1997 Annual Meeting of Stockholders must
submit such proposal so that it is received by the Secretary of the Company by
November 15, 1997.
The accompanying proxy is solicited by and on behalf of the Company's Board of
Directors. The cost of such solicitation will be borne by the Company. In
addition to solicitation by mail, regular employees of the Company may, if
necessary to assure the presence of a quorum, solicit proxies in person or by
telephone or telegraph. Arrangements have been made with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of Common Stock held of record by such
persons, and the Company will reimburse such entities for reasonable
out-of-pocket expenses incurred in connection therewith. The Company has engaged
American Stock Transfer & Trust Company to assist in the tabulation of proxies.
If any matter not described in this Proxy Statement should properly come before
the Annual Meeting, the persons named in the accompanying proxy will vote the
shares represented by that proxy in accordance with their best judgment unless a
stockholder, by striking out the appropriate provision of the proxy, chooses to
withhold authority to vote on such matters.
As of the date this Proxy Statement was printed, the directors knew of no other
matters to be brought before the meeting.
All other stockholder inquiries, including requests for the following: (i)
change of address; (ii) replacement of lost stock certificates; (iii) Common
Stock name registration changes; (iv) Quarterly Reports on Form 10-Q; (v) Annual
Reports on Form 10-K; (vi) proxy material; and (vii) information regarding
stockholdings, should be directed to American Stock Transfer & Trust Company, 40
Wall Street, 46th Floor, New York, New York 10005, Attention: Stockholder
Services, (800) 937-5449 or (718) 921-8200.
-11-
<PAGE>
AMBASE CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 1, 1997 This Proxy is Solicited
on Behalf of the Board of Directors
The undersigned revoking all prior proxies, hereby appoints Richard A. Bianco
and John P. Ferrara and each of them, with full power of substitution, as
proxies to represent and vote, as designated on the reverse, all shares of
Common Stock of AmBase Corporation (the "Company"), held or owned by the
undersigned, at the Annual Meeting of Stockholders of the Company, to be held on
Thursday, May 1, 1997 at 9:00 a.m. Eastern Daylight Time, at the Cole
Auditorium, Greenwich Library, 101 West Putnam Avenue, Greenwich, Connecticut,
and at any adjournment(s) or postponement(s) thereof, with all powers which the
undersigned would possess if personally present, and in their discretion upon
such other business as may properly come before the meeting or any adjourment(s)
or postponement(s) thereof.
This proxy is given with authority to vote FOR Proposals (1) and (2), unless a
contrary choice is specified.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
/X/ Please mark your vote as in this example.
Proposal (1) Election of Director NOMINEE: Robert E. Long
FOR ALL / / WITHHOLD FOR ALL / /
For except vote withheld for the following nominees (Write the name of the
nominee in the space below):
-------------------------------------------------------------
Proposal (2) Approval of appointment of Price Waterhouse LLP as Independent
Accountants for the calendar year 1997.
FOR / / AGAINST / / ABSTAIN / /
THE PROXY WILL BE USED IN CONNECTION WITH THE PROPOSALS ABOVE AS SPECIFIED BY
YOU. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE USED IN ACCORDANCE WITH THE
DIRECTORS RECOMMENDATIONS, FOR ALL PROPOSALS.
PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS ABOVE AND RETURN IN THE ENCLOSED
ENVELOPE.
SIGNATURE --------------------------- DATE ---------
SIGNATURE --------------------------- DATE----------
IF HELD JOINTLY
NOTE: Please sign name exactly as it appears hereon. Joint owners should each
sign. When signing as attorney, as executor, administrator, trustee or guardian,
please give full title as such.
-12-
