<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
Thackeray Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Thackeray Corporation
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(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
THACKERAY CORPORATION
400 Madison Avenue
Suite 309
New York, New York 10017
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1998
To the Stockholders of Thackeray Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Thackeray
Corporation (the "Company") will be held at the Warwick Hotel, 65 West 54th
Street, New York, New York 10019 on Thursday, May 7, 1998 at 10:00 A.M., for the
following purposes:
1. To elect five directors to serve until the next Annual Meeting of
Stockholders and until their successors are duly elected and qualified.
2. To ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending December 31,
1998.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The directors have fixed the close of business on March 26, 1998 as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the Annual Meeting. See the "Miscellaneous" section of the accompanying
Proxy Statement for the place where the list of stockholders may be examined.
WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING IN PERSON, PLEASE
DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED RETURN
ENVELOPE. IF YOU ARE PRESENT AT THE MEETING YOU MAY WITHDRAW YOUR PROXY AND VOTE
IN PERSON.
By Order of the Board of Directors,
JULES ROSS
Secretary
Dated: March 26, 1998
<PAGE> 3
THACKERAY CORPORATION
400 Madison Avenue
Suite 309
New York, New York 10017
ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1998
PROXY STATEMENT
This Proxy Statement and the accompanying proxy card are furnished to the
stockholders of Thackeray Corporation (the "Company") in connection with the
solicitation of proxies by the Board of Directors of the Company for the 1998
Annual Meeting of Stockholders to be held at 10:00 A.M. on May 7, 1998 at the
Warwick Hotel, 65 West 54th Street, New York, New York 10019 and any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Stockholders. It is anticipated that the Proxy Statement and proxy card will
be mailed to stockholders on or about March 31, 1998.
Shares represented by proxies properly signed and returned will be voted at
the meeting. If the accompanying proxy card is signed but no specification is
made thereon, the shares of the Company's common stock, par value $.10 per share
(the "Shares"), represented by the proxy will be voted for (i) the nominees for
director designated by the directors and (ii) the ratification of the selection
of Arthur Andersen LLP as the Company's independent public accountants. If a
specification has been made on the proxy card, the Shares will be voted in
accordance with the specification.
A stockholder who gives a proxy may revoke it at any time before the proxy
is voted at the meeting. The proxy is revocable by a written instrument
(including a subsequently dated proxy) signed in the same manner as the proxy
and received by the Company at or before the time it is voted. A stockholder who
attends the meeting in person may, if he wishes, vote by ballot at the meeting,
thereby cancelling any proxy previously given.
RECORD DATE AND QUORUM
The voting securities entitled to vote at the meeting consist of the
Shares, each of which entitles the holder thereof to one vote. Only stockholders
of record at the close of business on March 26, 1998 are entitled to vote at the
meeting or at any adjournment thereof. On that date, there were 5,107,401 Shares
outstanding.
The presence, in person or by proxy, of holders of record of Shares
representing a majority of the outstanding Shares entitled to vote at the Annual
Meeting will constitute a quorum for action at the Annual Meeting.
<PAGE> 4
OWNERSHIP OF VOTING SECURITIES
The following table contains certain information with respect to each
person known to the Company to have been, at March 20, 1998 (or, as otherwise
set forth below), the beneficial owner of more than 5% of the Shares. Except as
otherwise indicated, all Shares are owned directly.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ---------- --------
<S> <C> <C>
Odyssey Partners, L.P.......................... 1,337,625(1) 26.2%
31 West 52nd Street
New York, New York 10019
Estate of Peter Sharp.......................... 981,400(2) 19.2%
c/o Peter Sharp & Co., Inc.
1370 Avenue of the Americas
New York, New York 10019
The Peter Jay Sharp Foundation................. 341,000 6.7%
c/o Peter Sharp & Co. Inc.
1370 Avenue of the Americas
New York, New York 10019
Dimensional Fund Advisors Inc.................. 269,700(3) 5.3%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>
- ------------
(1) Of this amount 1,309,500 shares are owned directly by Odyssey Partners L.P.
("Odyssey") and 28,125 shares are owned directly by Ronald B. Rothberg,
formerly a principal of Odyssey and currently a director of the Company.
Leon Levy, Jack Nash, Stephen Berger, Joshua Nash, and Brian Wruble, by
virtue of being general partners of Odyssey, share voting and dispositive
power with respect to the common stock owned by Odyssey and, accordingly,
may be deemed beneficial owners of the common stock owned by Odyssey. Each
of the aforesaid persons expressly disclaims any such beneficial ownership
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended) which exceeds the proportionate interest in the common stock
which he may be deemed to own as a general partner of Odyssey. The Company
has been advised that no other person exercises (or may be deemed to
exercise) any voting or investment control over the common stock owned by
Odyssey. Odyssey is a private investment firm with substantial equity
capital invested in marketable securities and closely held businesses.
(2) Of this amount, 937,500 Shares are owned directly by the Estate of Peter
Sharp and 43,900 Shares are owned directly by Peter Sharp & Co., Inc., which
is wholly-owned by the Estate of Peter Sharp.
(3) Such information is as of December 31, 1997 and is based upon information
furnished to the Company by Dimensional Fund Advisors Inc. ("Dimensional").
Dimensional, a registered investment advisor, is deemed to have beneficial
ownership of 269,700 Shares as of December 31, 1997, all of which Shares are
held in portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participating Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such Shares.
2
<PAGE> 5
ELECTION OF DIRECTORS
It is proposed to elect a Board of Directors consisting of five members,
each to hold office until the next Annual Meeting of Stockholders and until
their successors are duly elected and qualify.
Unless authority is withheld, it is intended that proxies will be voted for
the election of the five nominees named below, each of whom is currently serving
as a director. The Board of Directors does not contemplate that any of these
nominees will be unable or will decline to serve. However, if any of them is
unable or declines to serve, the persons named in the accompanying Proxy may
vote for another person or persons in their discretion.
INFORMATION CONCERNING NOMINEES
The following table sets forth certain information with respect to the five
nominees for election to the Board of Directors. Except as otherwise indicated,
each nominee has held his present principal occupation for the past five years.
<TABLE>
<CAPTION>
FIRST
NAME, AGE (AT MARCH 1, 1998) AND BECAME
POSITION HELD WITH THE COMPANY PRINCIPAL OCCUPATION A DIRECTOR
- -------------------------------- -------------------- ------------
<S> <C> <C>
Martin J. Rabinowitz(1).............. Chairman of the Board (since 1986) and President 1985
66 (since 1987); Director and Chairman of the Board,
Eagle Food Centers, Inc. (since 1992); Limited
Partner of Odyssey, an investment partnership, New
York, New York (since 1993; previously General
Partner)
Jules Ross(1)........................ Vice President, Finance, Treasurer (since 1990) 1988
65 and Secretary (since 1991); Director, Monroc, Inc.
(since 1988); previously Principal of Odyssey
(1987-1997); President, CER Corporation, an
engineering consulting firm, Las Vegas, Nevada
(1991-1993).
Ronald D. Rothberg(2)................ President, The RDR Group Inc., a private 1983
51 investment company (since 1988).
Moses Rothman(2)..................... Chairman, Black Inc. A.G., a film distributor, 1988
79 London, England (since 1971).
John Sladkus(1)...................... Consultant, Peter Sharp & Co., Inc., a real estate 1981
74 management company, New York, New York (since
1997); previously Senior Vice President, Peter
Sharp & Co., Inc., (1981-1997).
</TABLE>
- ------------
(1) Member of the Company's Executive Committee and Nominating Committee.
(2) Member of the Company's Audit Committee.
None of the present directors who is a nominee for election to the Board of
Directors is a director of any company with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the
requirements of Section 15(d) of that Act or any company registered as an
investment company under the Investment Company Act of 1940, except as indicated
above.
EXECUTIVE OFFICERS OF THE COMPANY
There are no executive officers of the Company other than those named
above. Officers are generally elected annually at the first meeting of the
directors of the Company following the Annual Meeting of Stockholders.
COMPENSATION AND INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
The Company qualifies as a "small business issuer" under the rules of the
Securities and Exchange Commission and, accordingly, the information in this
section is furnished in accordance with the rules applicable to such issuers.
3
<PAGE> 6
SUMMARY COMPENSATION TABLE
The following table sets forth information with respect to the compensation
of the Chief Executive Officer for services in all capacities to the Company and
its subsidiaries in 1995, 1996 and 1997. No executive officer had compensation
during the fiscal year ended December 31, 1997 in excess of $100,000.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------- ------------------------------------
AWARDS PAYOUTS
OTHER -------------------------- -------
ANNUAL ALL
COMPEN- RESTRICTED OTHER
NAME AND SATION STOCK OPTIONS LTIP COMPEN-
PRINCIPAL POSITION(S) YEAR SALARY BONUS (1) AWARD(S) (# OF SHARES) PAYOUTS SATION(1)
- --------------------- ---- -------- ------- ------- ---------- ------------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Martin J. Rabinowitz 1997 -0- -0- -0- -0- -0- -0- $ 500
Chairman, CEO 1996 -0- -0- -0- -0- -0- -0- 1,500
and President 1995 -0- -0- -0- -0- -0- -0- 1,500
</TABLE>
- ---------------
(1) Mr. Rabinowitz did not receive any salary or other compensation from the
Company, except in his capacity as a director.
Directors of the Company who are not salaried officers of the Company are
paid a fee of $500 for each meeting attended. In addition, the members of the
Company's Audit Committee receive a fee of $500 for each committee meeting
attended. No fee is paid for meetings held by telephone conference call.
ADDITIONAL INFORMATION
The Board of Directors held a total of two meetings during 1997, one of
which was a telephonic meeting for which no directors fees were paid.
The Company has a standing Nominating Committee and Audit Committee, but
has no standing Compensation Committee.
The Audit Committee assists in the review of the scope and results of the
audit of the financial statements of the Company and in the selection of
auditors and makes inquiries as to the Company's accounting, financial and
operating controls. There was one Audit Committee meeting held in 1997. The
members of the Audit Committee are Ronald D. Rothberg and Moses Rothman.
The Nominating Committee makes recommendations regarding nomination of
candidates for election as directors. The Committee's members are Martin J.
Rabinowitz, Jules Ross and John Sladkus. There was one meeting of the Nominating
Committee in 1997. If sent by mail, addressed to the Secretary of the Company at
the offices of the Company, 400 Madison Avenue, Suite 309, New York, New York
10017, the Committee will review stockholder recommendations for nominees for
election as directors, provided that the recommendation is accompanied by a
resume outlining the proposed nominee's business and professional qualifications
and a statement of the facts which cause the stockholder to believe that the
nomination of such person would serve the best interests of the Company. Any
such recommendations with respect to the 1999 Annual Meeting should be received
by the Company by November 27, 1998.
No family relationships exist between any director or executive officer of
the Company.
Directors are elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting. Consequently, only shares that
are voted in favor of a particular nominee will be counted toward such nominee's
achievement of a plurality. Shares present at the meeting that are not voted for
a particular nominee or shares present by proxy where the stockholder properly
withheld authority to vote for such nominee (including broker non-votes) will
not be counted toward such nominee's achievement of a plurality.
4
<PAGE> 7
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of March 26, 1998, the number of Shares
beneficially owned by each director of the Company, each executive officer named
in the Summary Compensation Table above and by all directors and executive
officers of the Company as a group. The address of each director and executive
officer of the Company is c/o Thackeray Corporation, 400 Madison Avenue, Suite
309, New York, New York 10017. Except as otherwise indicated, all Shares are
owned directly.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
OWNERSHIP CLASS
NAME OR GROUP ----------------- ----------
<S> <C> <C>
Martin J. Rabinowitz(1) ..................... -- --
Jules Ross .................................. -- --
Ronald D. Rothberg .......................... 28,125(2) (3)
Moses Rothman ............................... 2,000 (3)
John Sladkus ................................ -- --
All directors and officers as a group
(5 persons) ............................... 30,125(4) (3)
</TABLE>
- ------------
(1) Does not include 5,650 Shares owned by Mr. Rabinowitz's wife as to which
Shares Mr. Rabinowitz disclaims beneficial ownership.
(2) All of such Shares are beneficially owned by Odyssey, but directly owned by
Mr. Rothberg.
(3) Less than 1%.
(4) See footnotes above.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The directors of the Company have appointed the firm of Arthur Andersen
LLP, subject to such appointment being ratified by the stockholders at the
Annual Meeting, to audit the accounts of the Company for the fiscal year ending
December 31, 1998 and to perform such other services as may be required of them.
The Company knows of no direct or indirect financial interests of Arthur
Andersen LLP in the Company. Should this firm of public accountants be unable to
perform these services for any reason, the directors will appoint other
independent public accountants to serve for the remainder of the year. Arthur
Andersen LLP served as the Company's independent public accountants for 1997.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting. He will have the opportunity to make a statement if he desires
to do so and will be available to respond to appropriate questions. Unless a
contrary specification is indicated, proxies will be voted to ratify the
selection of Arthur Andersen LLP as the Company's independent public
accountants.
A favorable vote of a majority of the votes cast at the Annual Meeting in
person or by proxy is required for the ratification of the appointment of Arthur
Andersen LLP. Abstentions are treated as votes against the proposal and broker
non-votes have no effect on the vote.
MISCELLANEOUS
STOCKHOLDERS' PROPOSALS
Any stockholder who wishes to present a proposal for action at the next
Annual Meeting of Stockholders and who wishes to have it set forth in the proxy
statement and identified in the form of proxy prepared by management must notify
management of the Company so that such notice is received by management at its
principal executive offices at 400 Madison Avenue, Suite 309, New York, New York
10017 by November 27, 1998 and is in such form as is required under the rules
and regulations promulgated by the Securities and Exchange Commission.
5
<PAGE> 8
OTHER MATTERS
The Board of Directors of the Company knows of no other business to be
presented at the meeting but if other matters properly do come before the
meeting, it is intended that the persons named in the accompanying proxy card
will vote the Shares for which they hold proxies in accordance with their
judgment.
The total cost of this solicitation will be borne by the Company. Proxies
may be solicited by directors, officers and employees of the Company, without
special remuneration. The Company has retained D. F. King & Co., Inc. to assist
in the solicitation of proxies for a fee of $5,200, plus reimbursement for
out-of-pocket expenses. Banks, brokerage houses and other custodians, nominees
and fiduciaries who forward soliciting material to the beneficial owners of
Shares entitled to vote at the meeting will be reimbursed by the Company for
their out-of-pocket expenses incurred in this connection. In addition to the
mails, proxies may be solicited by personal interviews, telephone or telegraph.
A list of the Company's stockholders as of the record date for the meeting
will be available for examination by any stockholder, for purposes germane to
the meeting, during ordinary business hours, for ten days prior to the date of
the meeting at the offices of the Company at the address set forth above.
The Company will furnish a copy of its Annual Report on Form 10-K for the
year ended December 31, 1997, without exhibits, without charge to each person
who forwards a written request therefor, which request shall include a
representation that he was a beneficial holder of shares of the Company on March
26, 1998, to Assistant Secretary, Thackeray Corporation, 400 Madison Avenue,
Suite 309, New York, New York 10017.
By Order of The Board of Directors
JULES ROSS
Secretary
March 26, 1998
6
<PAGE> 9
Please mark [X]
your votes
as this.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
FOR WITHHOLD
all nominees AUTHORITY
listed (except to vote for
as indicated below) all nominees
1. Election of Directors:
Nominees: Martin J. Rabinowitz, Jules Ross, [ ] [ ]
Ronald D. Rothberg, Moses Rothman and
John Stadkus.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
----------------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of the selection of [ ] [ ] [ ]
Arthur Anderson LLP as the Company's
independent public accountants.
3. Upon such other matters as may properly come before the meeting.
--- UNLESS OTHERWISE SPECIFIED ON THIS PROXY, THE
| SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
| "FOR" PROPOSALS 1 AND 2 ABOVE. DISCRETION WILL
BE USED WITH RESPECT TO EACH OTHER MATTER AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF.
NOTE: PLEASE SIGN AND RETURN PROMPTLY IN THE
ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
Signature(s) Date , 1998
----------------------------------------- -------------
Please sign exactly as your name appears. When signing as attorney, executors,
administrators, trustee or guardian, please sign with your full title. If
signer is a corporation, please sign the full corporate name by a duly
authorized officer. Joint owners should both sign.
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE> 10
PROXY
THACKERAY CORPORATION
ANNUAL MEETING OF STOCKHOLDERS--MAY 7, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby nominates and appoints MARTIN J. RABINOWITZ, JULES
ROSS and RONALD D. ROTHBERG, or any one of them, as proxies of the undersigned,
with power of substitution to each, to vote all shares of Common Stock of
Thackeray Corporation which the undersigned may be entitled to vote at the
Annual Meeting of Stockholders to be held at the Warwick Hotel, 65 West 54th
Street, New York, New York 10019 on May 7, 1998 at 10:00 A.M., and at any
adjournment or adjournments thereof, with authority to vote said shares on the
matters set forth below.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
