SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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First Republic Corporation of America
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(Name of Registrant as Specified in its Charter)
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<PAGE>
THE FIRST REPUBLIC CORPORATION OF AMERICA
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
December 14, 1999
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
First Republic Corporation of America will be held at 575 Madison Ave., 11th
Floor, New York City, on Tuesday, December 14, 1999 at 2:00 P.M., New York City
Time for the following purposes:
1. To elect a Board of Directors of eight individuals for the
ensuing year and until their respective successors shall have been elected
and shall qualify;
2. To ratify the appointment of auditors for the Company to serve
until the next Annual Meeting of Stockholders; and
3. To transact any other business as may lawfully come before the
meeting or any adjournment or adjournments thereon.
Only stockholders of record as of the close of business of November 9,
1999 will be entitled to notice of and to vote at the meeting or any adjournment
thereof.
By Order of the Board of Directors,
HARRY BERGMAN
Secretary
New York, New York
November 10, 1999
Please date and execute the accompanying proxy and promptly return it in
the enclosed, self-addressed envelope. No postage is required if mailed within
the United States. If you attend the meeting in person, you will be entitled to
vote your shares at the meeting.
<PAGE>
THE FIRST REPUBLIC CORPORATION OF AMERICA
-------------------
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of The First Republic Corporation of America (the
"Company") to be used at the Annual Meeting of Stockholders of the Company (the
"meeting") which will be held at 575 Madison Avenue, 11th Floor, New York City,
on Tuesday, December 14, 1999 at 2:00 P.M., New York City Time, and at any and
all adjournments of the meeting.
Stockholders who execute proxies retain the right to revoke them at any
time; unless so revoked, the shares represented by such proxies will be voted at
the meeting and any adjournments. Proxies solicited by the management of the
Company will be voted in accordance with the directions given therein.
Stockholders vote at the meeting by casting ballots (in person or by proxy)
which are tabulated by a person who is appointed by the Board of Directors
before the meeting to serve as inspector of election at the meeting and who has
executed and verified an oath of office. Abstentions and broker "non-votes" are
included in the determination of the number of shares present at the meeting for
quorum purposes. Abstentions will have the same effect as negative votes, except
that abstentions will have no effect on the election of directors as directors
are elected by a plurality of the votes cast. Broker "non-votes" are not counted
in the tabulations of the votes cast on proposals presented to stockholders
because shares held by a broker are not considered to be entitled to vote on
matters as to which broker authority is withheld. A broker "non-vote" occurs
when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received instructions from the beneficial
owner.
The principal executive offices of the Company are located at 302 Fifth
Avenue, New York, New York 10001. The approximate date on which this statement
and the enclosed proxies were first sent or given to stockholders was November
10, 1999. Stockholders of record as of the close of business on November 9, 1999
will be entitled to one vote for each share then held. As of November 9, 1999,
there were outstanding 669,991 shares of Common Stock, $1 par value (the "Common
Stock").
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to all
persons who are known to the Company to be the beneficial owner of more than 5%
of the Common Stock as of November 9, 1999.
Amount and
Nature of
Name and Address of Beneficial Owner Beneficial Percent
Ownership(1) of Class
Mary Nimkoff................................
26 Button Ball Lane
Weston, Connecticut 96,747(2) 14.44%
Jonathan P. Rosen..........................
40 East 69th Street
New York, New York 227,726(3) 33.99
Lynn M. Silverman...........................
911 Park Avenue
New York, New York 113,350 16.92
Jane G. Weiman..............................
5630 Wisconsin Avenue
Chevy Chase, Maryland 113,290 16.91
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(1) Except as noted below in Notes (2) and (3), all shares are owned
directly by the parties listed in the table.
1
<PAGE>
(2) Includes 5,756 shares representing her proportionate interest in
19,188 shares owned by Tranel, Inc. Tranel, Inc. is a corporation
30%, 15.2%, 34.8%, 10% and 10% of the shares of which are owned by
Mary Nimkoff, Jonathan P. Rosen, Miriam N. Rosen, Louis H. Nimkoff
and Robert Nimkoff, respectively.
(3) Includes 2,917 shares representing his proportionate interest in
19,188 shares owned by Tranel, Inc.
The following table sets forth as of November 9, 1999 certain information
with respect to security holdings in the Company and Bluepoints Company, Inc. (
"Bluepoints"), an 80.2% owned subsidiary of the Company, by directors of the
Company (all of whom are nominees for election at the meeting), executive
officers, and all officers and directors as a group.
Common Stock of
Common Stock Bluepoints
------------------------ --------------------
Amount and Amount and
Nature of Nature of
Name of Individual or Number Beneficial Percent of Beneficial Percent
of Persons in Group Ownership(1) Class Ownership of Class
- ------------------------------- ------------ ----- --------- --------
Harry Bergman ................. -- -- -- --
Stephen L. Bernstein .......... -- -- -- --
Irving S. Bobrow .............. 200 .03% -- --
Norman A. Halper .............. 400 .06 -- --
Robert Nimkoff ................ 6,547(2) .98 -- --
Miriam N. Rosen ............... 7,677(3) 1.15 500(4) 4.95%
Jonathan P. Rosen ............. 227,726 33.99 500(4) 4.95
William M. Silverman .......... 200(5) .03 --(5) --
Jane G. Weiman ................ 113,290 16.91 500(4) 4.95
All officers and directors as
a group (7 persons) ......... 356,040 53.15 1,500 1 4.85
(1) Messrs. Bobrow, Halper and Silverman and Mrs. Weiman own t heir
shares directly. Jonathan P. Rosen owns 224,809 shares directly. See
Notes (2) and (3) of the preceding table.
(2) Includes 1,919 shares representing his proportionate interest in
19,188 shares owned by Tranel, Inc.
(3) Includes 6,677 shares of common stock representing her proportionate
interest in 19,188 shares of common stock owned by Tranel, Inc.
(4) Owned directly.
(5) Does not include 113,350 shares of common stock and 500 shares of
Bluepoints owned beneficially by his wife Lynn M. Silverman. Mr.
Silverman disclaims beneficial ownership of all such shares.
The Company knows of no contractual arrangements which may at a subsequent
date result in a change of control of the Company.
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ELECTION OF DIRECTORS
Eight directors will be elected at the meeting to serve for the ensuing
year and until their respective successors shall have been elected and shall
qualify. The election of directors requires the affirmative vote of a plurality
of the shares of the Company's stock, present in person or by proxy at the
meeting. Unless otherwise indicated in proxies received, it is the intention of
the persons named in the enclosed form of proxy to vote for the election of the
nominees for director named below. In case any such nominee should become
unavailable for any reason, the proxy holders reserve the right to substitute
another person of their choice in his place. At this time, management knows of
no reason why any nominee might not be able to serve.
Positions and offices Director of
Name with the Company the Company since
- -------------------------- ----------------------- -----------------
Harry Bergman............. Secretary and Treasurer October 1, 1991
Irving S. Bobrow.......... None April 26, 1983
Norman A. Halper.......... President October 13, 1969
Robert Nimkoff............ Vice President April 30, 1991
Miriam N. Rosen........... None December 13, 1994
Jonathan P. Rosen......... Chairman of the Board February 5, 1972
William M. Silverman...... None December 8, 1981
Jane G. Weiman............ None December 10, 1991
Irving S. Bobrow, age 85, is a member of the New York Bar. Mr. Bobrow, for
more than the past five years, has been a member of the law firm of Bobrow &
Rosen in New York City and has engaged in real estate investments for his own
account.
Norman A. Halper, age 80, has served as President of the Company since
April 1983. From June 1969 until April 1983 he served as a Vice President of the
Company.
Robert Nimkoff, age 38, has served as a Vice President of the Company
since June 1988. For more than the past five years Mr. Nimkoff has served as
supervisor of the Company's seafood division.
Miriam N. Rosen, age 79, is a member of the New York Bar. For more that
the past five years Mrs. Rosen has been counsel to the law firm of Bobrow &
Rosen in New York City and has been engaged in real estate investments for her
own account.
Jonathan P. Rosen, age 55, has served as Chairman of the Board of the
Company since December 1994. From September 1978 until November 1994 he served
as a Vice President of the Company. He is a member of the law firm of Bobrow &
Rosen.
William M. Silverman, age 57, is a member of the New York Bar. For more
than the past five years, Mr. Silverman has been a member of the law firm of
Otterbourg, Steindler, Houston and Rosen P.C. in New York City.
Harry Bergman, age 57, is a certified public accountant. He has been
employed by the Company since December 1987, originally as assistant treasurer
and since June 29, 1988 as Secretary and Treasurer.
Jane G. Weiman, age 55, has been a private investor for more than the past
five years. For the past several years Mrs. Weiman has also been an officer of
the Board of the Washington D.C. Urban League.
Norman A. Halper, Robert Nimkoff, Jonathan P. Rosen, Harry Bergman,
Stephen L. Bernstein, and Miles J. Berman, constitute all the executive officers
of the Company and will serve as such until the first meeting of the Board of
Directors of the Company following the meeting and until their respective
successors shall have been elected and shall qualify. Miles J. Berman, a Vice
President of the Company since June 1992, has been involved with the Company for
more than five years, primarily in the Company's real estate operations. Stephen
L. Bernstein has been In-House Counsel of the Company for more than the past
five years.
Jonathan P. Rosen is the son of Miriam N. Rosen. Jane G. Weiman is the
sister-in-law of William M. Silverman and the cousin of Jonathan P. Rosen.
Robert Nimkoff is the cousin of Jonathan P. Rosen.
As a result of his position with the Company and his ownership of the
Company's voting securities, Jonathan P. Rosen may be deemed to be a controlling
person of the Company.
3
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During the fiscal year ended June 30, 1999, the Board of Directors held
four meetings and all of the directors attended at least 75% of the meetings.
The Company's Board of Directors does not have an audit, nominating or
compensation committee.
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of the filings furnished to the Company pursuant to
Rule 16a-3(e) promulgated under the Securities Exchange Act of 1934 and on
representations from its executive officers and directors and persons who
beneficially own more that 10% of the common stock, all filing requirements of
Section 16(a) of the Securities Exchange Act were complied with during the
fiscal year ended June 30, 1999.
EXECUTIVE COMPENSATION
The following table sets forth all compensation paid or accrued by the
Company during the last three fiscal years for services in all capacities to the
Chief Executive Officer and each executive officer of the Company whose cash
compensation exceeds $ 100,000.
Name and Annual Other
Principal Position Year Compensation Compensation(1)
Jonathan P. Rosen 6-30-99 $290,360 $10,692
Chairman 6-30-98 271,104 10,239
6-30-97 260,955 9,645
Norman A. Halper 6-30-99 290,360 10,692
President and Chief Executive Officer 6-30-98 271,104 10,239
6-30-97 260,955 9,645
Robert Nimkoff 6-30-99 124,397 8,556
Vice President 6-30-98 104,461 6,639
6-30-97 101,497 6,572
Harry Bergman 6-30-99 171,200 10,692
Secretary-Treasurer 6-30-98 169,710 10,239
6-30-97 152,052 9,645
Stephen L. Bernstein 6-30-99 217,443 10,692
V.P. +In-House Counsel 6-30-98 202,826 10,239
6-30-97 195,784 9,645
(1) The Company maintains two profit-sharing plans which cover a significant
number of its employees. Vesting begins at 20% after two years of service with
100% vesting being reached after six years service. Company contributions to one
such plan is at the discretion of the Board of Directors. The Company is
required to make minimum contributions to the second plan and, at the discretion
of the Board of Directors, may make additional contributions. The executive
officers listed above are covered under the second plan and the amount
contributed by the Company to such plan on behalf of each executive officer is
set forth under the heading "Other Compensation" in the above table.
The Chairman of the Company's Board of Directors has annually reviewed and
set the compensation of the Chief Executive Officer of the Company who, in turn,
has reviewed and set the compensation of the other officers of the Company. All
such compensation is reviewed on or about April 1 of each year taking into
consideration (i) the Company's financial performance during the preceding year,
(ii) the performance of the employee during that year, and (iii) the need to
retain competent executive officers dedicated to the enhancement of the
Company's performance in future years by paying salaries comparable to those
being paid to such executive officers by other companies involved in similar
lines of business
Compensation of Directors
Each Director who is not an officer of the Company is paid $3,000 per
quarter.
4
<PAGE>
PERFORMANCE GRAPH
The following performance graph is a line graph comparing the yearly
change in the cumulative stockholder return of the Company's Common Stock
against the cumulative return of the Dow Jones Equity market Index and Dow Jones
Conglomerates Index for the five fiscal years ended June 30, 1999. The
stockholder return on the Company's Common Stock has been determined solely
based on the price of the Common Stock since there have been no dividends
declared on the Common Stock. Since there has been only limited or sporadic
quotations for the Common Stock during the five year period, the price of the
Common Stock at the relevant dates has been determined by utilizing the price at
which the Company purchased shares of Common Stock on the dates closest to each
measuring date.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE FIRST REPUBLIC CORPORATION OF AMERICA, DOW JONES EQUITY
MARKET INDEX AND DOW JONES INDEPENDENT- CONGLOMERATES INDEX
FISCAL YEAR ENDING JUNE 30
- --------------------------------------------------------------------------------
Fiscal Year Ending June 30
1994 1995 1996 1997 1998 1999
DOLLARS
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The First Republic Corporation of America 100 79 95 88 118 126
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Dow Jones Global-US 100 126 159 212 278 341
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Dow Jones Independent - Conglomerates 100 127 192 295 410 513
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5
<PAGE>
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Lynn M. Silverman, a principal stockholder of the Company, Jane G. Weiman,
a director and principal stockholder of the Company, Jonathan P. Rosen, a
director, Chairman of the Board and principal stockholder of the Company, and
Miriam N. Rosen, a director and mother of Jonathan P. Rosen, own in the
aggregate 19.8% of the outstanding shares of Bluepoints. The remainder of the
shares of Bluepoints is owned by the Company. Lynn M. Silverman is the wife of
William M. Silverman, a director of the Company.
The Company's corporate office is located in a building owned by 302 Fifth
Ave. Associates, a partnership owned 100% by The Estate of A.A. Rosen, Miriam
Rosen and Jonathan P. Rosen. The Company is a month-to-month tenant, paying rent
of $ 8,800 per month, which the Company believes is comparable to other rentals
in the area. Jonathan P. Rosen is the executor of The Estate of A.A. Rosen and
Miriam N. Rosen is the primary beneficiary of The Estate of A.A. Rosen.
The Company and its subsidiaries purchase substantially all of their
property, casualty and liability insurance through participation with a group of
other entities controlled by The Estate of A.A. Rosen and Jonathan P. Rosen
("Rosen Group Properties"). This procedure enables the group to obtain
negotiated insurance rates. During the fiscal year ended June 30, 1999, total
premiums incurred by the Company and its subsidiaries under this arrangement
amounted to approximately $ 292,000. The total premiums incurred by the Company
and its subsidiaries represented approximately 21% of the premiums incurred by
the entire group. The Company received fees of $75,000 in fiscal 1999,
representing charges to the group for administrative services performed by
Company personnel in connection with the foregoing. At June 30, 1999
approximately $ 292,000 was payable to Rosen Group Properties.
The Estate of A.A. Rosen owns a 50% interest in Isca C.A. and Langomorro
CIA, Ltda. (collectively referred to as "Mondragon"), two Ecuadorian
corporations engaged in shrimp farming operations and a 25% interest in Larfico
Larvas Del Pacifico S. A., an Ecuadorian corporation which owns and operates a
shrimp hatchery. Bluepoints currently owns a 38% interest in Mondragon and a
62.5% interest in Larfico. The Estate of A.A. Rosen holds a $640,000 note
payable by Bluepoints which note was originally issued in May 1991 in connection
with the acquisition by Bluepoints of its interest in Mondragon and an
additional 12.5% interest in Larfico. The note is a demand note and bears
interest at !% above the prime rate in effect at the Bank of New York. $57,000
of interest was paid on the note for fiscal year ended June 30, 1999.
As of August 31, 1999 Larfico was indebted to Bluepoints for $196,667 of
loans made by Bluepoints to Larfico at various dates between November 8, 1985
and August 5, 1989 (the "Larfico Indebtedness"). Such loans bear interest at 1%
over the prime rate in effect at The Bank of New York and are due August 2000.
Since July 1, 1998, the largest aggregate amount of outstanding indebtedness
from Larfico to Bluepoints was $196,667. In addition, as of August 31, 1999,
Mondragon was indebted to Bluepoints for $ 11,314,414 of loans made by
Bluepoints to Mondragon on various dates between August 28, 1991 and April 8,
1999 (the "Mondragon Indebtedness"). Such loans bear interest at 1% over the
prime rate in effect at The Bank of New York and have no fixed maturity. Since
July 1, 1998 the largest aggregate amount of outstanding indebtedness from
Mondragon to Bluepoints was $ 11,314,414. The Estate of A.A. Rosen has
guaranteed the repayment of 25% of the Larfico Indebtedness and 56.8% of the
Mondragon Indebtedness. In August 1999, the Estate of A.A. Rosen paid $ 468,153
of interest on the Mondragon Indebtedness that was accrued in fiscal 1999.
Bluepoints beneficially owns all of the outstanding stock of Emporsa,
Empacadora y Exportadora S.A. ("Emporsa"), an Ecuadorian corporation engaged in
shrimp farming operations. As of June 30, 1999, Emporsa and Larfico were
indebted to Mondragon for $ 557,000 of loans. Such loans bear no interest and
have no fixed maturity. Since July 1, 1998, the largest amount of outstanding
indebtedness from Larfico and Emporsa to Mondragon was $ 1,473,000. Since July
1, 1998, the largest amount of outstanding indebtedness from Mondragon to
Larfico and Emporsa was $ 3,176,000 which was the balance at June 30,1999. Said
indebtedness has no fixed maturity and bears interest at 7.3%.
6
<PAGE>
As of August 31, 1999, Bluepoints was indebted to the Company for $
34,895,000 of loans made by the Company to Bluepoints at various dates between
November 8, 1985 and August 31, 1999. Such loans bear interest at the rate of 1%
over the prime rate in effect at The Bank of New York and are due on demand.
Since July 1, 1998, the largest aggregate amount of outstanding indebtedness
from Bluepoints to the Company was $34,895,000. A substantial portion of the
foregoing loans was used by Bluepoints to acquire and fund Ecuadorian shrimp
operations.
The Estate of A.A. Rosen and Jonathan P. Rosen have jointly provided a
limited guarantee with respect to the repayment of loans made by the Company to
Bluepoints. Such guarantee is limited to 19.8% of the deficiency in the
shareholder equity of Bluepoints. As of June 30, 1999 the amount of the
guarantee was $4,989,680.
Tranel Inc. and Statecourt Enterprises, Inc. each owns a 25% interest in a
167 unit garden apartment complex located in Orlando, Florida in which the
Company owns the remaining 50%. Tranel Inc. is owned by Mary Nimkoff, Jonathan
P. Rosen, Miriam N. Rosen, Robert Nimkoff and Louis H. Nimkoff.
On August 5, 1999, Tranel lent the Company $ 3,000,000 to finance its
lobster tail operations. The loan bears interest at 8% and has no fixed
repayment terms or due date.
SELECTION OF AUDITORS
The Board of Directors has engaged Ernst & Young, LLP ("Ernst & Young")
certified public accountants, as auditors for the fiscal year ending June 30,
2000. While ratification of the Board of Directors' action in this respect by
the stockholders is not required, the Board intends to select other auditors for
the fiscal year ended June 30, 2000, if a majority of shares of stock of the
Company represented at the meeting votes against ratification of its selection
of Ernst & Young. Ernst & Young acted as auditors for the fiscal year ended June
30, 1999.
It is not expected that representatives of Ernst & Young will be present
at the meeting.
The appointment of Ernst & Young as auditors for the fiscal year ended
June 30, 1999 was ratified by the stockholders at the Annual Meeting held on
December 8, 1998 and the services performed by Ernst & Young with respect to
such fiscal year were limited to the examination of the Company's financial
statements, and additional tax and consulting work.
MANAGEMENT RECOMMENDS APPROVAL OF THE APPOINTMENT OF THE AUDITORS
PROPOSALS OF SECURITY HOLDERS
Proposals of security holders intended to be presented at the next (2000)
annual meeting must be received by the Company no later than July 13, 2000 for
inclusion in the Company's 2000 proxy statement and form of proxy relating to
that meeting. The proxy or proxies designated by the Company will have
discretionary authority to vote on any matter properly presented by a
stockholder for consideration at the next annual meeting but not submitted for
inclusion in the proxy materials for such meeting unless notice of the matter is
received by the Company not later than September 26, 2000 and certain other
conditions of the applicable rules of the Securities and Exchange Commission are
satisfied.
7
<PAGE>
MISCELLANEOUS
Management does not intend to present and knows of no others who intend to
present at the meeting any matter of business other than the election of
directors and the ratification of the selection of auditors. However, if other
matters properly come before the meeting or any adjournment thereof, it is the
intention of the persons named in the enclosed form of proxy to vote the proxy
in accordance with their judgment.
The Company will bear the cost of preparing, assembling and mailing the
proxy, statement and any other material which may be sent to stockholders in
connection with this solicitation. In addition to solicitation to be made by
mail, certain officers, directors and regular employees of the Company may
solicit the return of proxies by telephone, telegram or personal interview. All
those soliciting proxies will receive only reimbursement of out-of-pocket
expenses and will receive no additional compensation, other than required
overtime pay when earned. The Company may also reimburse persons holding shares
in their names or in the names of nominees for their expenses in sending proxies
and proxy material to their principals.
Receipt at the meeting of reports from management will not constitute
approval or disapproval of any matters referred to in such reports.
By Order of the Board of Directors
HARRY BERGMAN
Secretary
New York, New York
November 10, 1999
8
