<PAGE>
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 / /
Filed by a party other than the registrant /X/
Check the appropriate box:
/X/ Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14(a)-12
UNITED CAPITAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
DENNIS S. ROSATELLI
- --------------------------------------------------------------------------------
(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(j)(2).
/ / $500 per each party 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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
<PAGE>
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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.:
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(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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(1)Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
PRELIMINARY PROXY MATERIAL
UNITED CAPITAL CORP.
_____________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 14, 1994
_____________
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of UNITED CAPITAL CORP., a Delaware corporation (the "Company"), will
be held at the offices of the Company, 111 Great Neck Road, Great Neck, New York
11021, on June 14, 1994, at 10:00 A.M., Local Time, for the following purposes:
1. To elect five (5) members of the Board of Directors to serve
until the next annual meeting of stockholders and until their successors
have been duly elected and qualified;
2. To amend the Company's 1988 Joint Incentive and Non-Qualified
Stock Option Plan (the "Joint Plan") and the 1988 Incentive Stock Option
Plan (the "Incentive Plan") to approve an increase in the number of
authorized shares reserved for issuance pursuant to each of the Joint Plan
and the Incentive Plan, from 125,000 shares to 325,000 shares,
respectively, and to provide that no recipient of options may be granted
options in excess of 90% of the maximum number of shares authorized to be
issued under each of the Joint Plan and the Incentive Plan;
3. To provide performance criteria for the payment of bonuses to the
Chief Executive Officer of the Company;
4. To ratify the appointment of Arthur Andersen & Co. as the
Company's independent auditors for the year ending December 31, 1994; and
5. To transact such other business as may properly be brought before
the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 25,
1994 as the record date for the Meeting. Only stockholders of record on the
stock transfer books of the Company at the close of business on that date are
entitled to notice of, and to vote at, the Meeting.
By Order of the Board of Directors
<PAGE>
DENNIS S. ROSATELLI,
Secretary
Dated: May 6, 1994
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING,
YOU ARE URGED TO FILL IN, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE THAT IS PROVIDED,
WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
<PAGE>
PRELIMINARY PROXY STATEMENT
UNITED CAPITAL CORP.
111 GREAT NECK ROAD
GREAT NECK, NEW YORK 11021
__________________________
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
JUNE 14, 1994
__________________________
INTRODUCTION
This Proxy Statement is being furnished to stockholders by the Board
of Directors of United Capital Corp., a Delaware corporation (the "Company"), in
connection with the solicitation of the accompanying Proxy for use at the 1994
Annual Meeting of Stockholders of the Company (the "Meeting") to be held at the
offices of the Company, 111 Great Neck Road, Great Neck, New York 11021, on June
14, 1994, at 10:00 A.M., Local Time, or at any adjournment thereof.
The principal executive offices of the Company are located at 111
Great Neck Road, Great Neck, New York 11021. The approximate date on which this
Proxy Statement and the accompanying Proxy will first be sent or given to
stockholders is May 6, 1994.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on April 25,
1994, the record date (the "Record Date") for the Meeting, will be entitled to
notice of, and to vote at, the Meeting and any adjournment thereof. As of the
close of business on the Record Date, there were 6,081,561 outstanding shares of
the Company's common stock, $.10 par value (the "Common Stock"). Each of such
shares is entitled to one vote. There was no other class of voting securities
of the Company outstanding on that date. All shares of Common Stock have equal
voting rights. A majority of the outstanding shares of Common Stock present in
person or by proxy is required for a quorum.
VOTING OF PROXIES
Shares of Common Stock represented by Proxies, which are properly
executed, duly returned and not revoked will be voted in accordance with the
instructions contained therein. If no specification is indicated on the Proxy,
the shares of Common Stock represented thereby will be voted (i) for the
election as
<PAGE>
Directors of the persons who have been nominated by the Board of Directors,
(ii) to amend the Company's 1988 Joint Incentive and Non-qualified Stock Option
Plan (the "Joint Plan") and the Company's 1988 Incentive Stock Option Plan (the
"Incentive Plan") to provide for an increase in the number of shares of Common
Stock reserved for issuance pursuant to each of the Joint Plan and the Incentive
Plan from 125,000 shares to 325,000 shares, respectively, and to provide that no
recipient of options may be granted options in excess of 90% of the maximum
number of shares authorized to be issued under each of the Joint Plan and the
Incentive Plan, (iii) to provide performance criteria for the payment of bonus
compensation to the Chief Executive Officer of the Company, (iv) for the
ratification of the appointment of Arthur Andersen & Co. as the Company's
independent auditors for the year ending December 31, 1994 and (v) for any other
matter that may properly be brought before the Meeting in accordance with the
judgment of the person or persons voting the Proxies.
The execution of a Proxy will in no way affect a stockholder's right
to attend the Meeting and vote in person. Any Proxy executed and returned by a
stockholder may be revoked at any time thereafter if written notice of
revocation is given to the Secretary of the Company prior to the vote to be
taken at the Meeting, or by execution of a subsequent proxy which is presented
to the Meeting, or if the stockholder attends the Meeting and votes by ballot,
except as to any matter or matters upon which a vote shall have been cast
pursuant to the authority conferred by such Proxy prior to such revocation.
With regard to the election of directors, votes may be cast in favor or
withheld; votes that are withheld will be excluded entirely from the vote and
will have no effect. Broker non-votes will have no effect on the election of
directors. Abstentions may be specified on all proposals (except the election
of directors) and will be counted as present for purposes of the item on which
the abstention is noted. Since the amendments to the Joint Plan and the
Incentive Plan require the approval of a majority of the outstanding shares
present in person or by proxy and entitled to vote, abstentions will have the
effect of a negative vote. Broker non-votes will have no effect on this
proposal. Abstentions and broker non-votes will have no effect on the proposal
to establish performance criteria or the election of auditors.
The cost of solicitation of the Proxies being solicited on behalf of
the Board of Directors will be borne by the Company. In addition to the use of
the mails, proxy solicitation may be made by telephone, telegraph and personal
interview by officers, directors and employees of the Company. The Company
will, upon request, reimburse brokerage houses and persons holding Common Stock
in the names of their nominees for their reasonable expenses in sending
soliciting material to their principals.
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<PAGE>
SECURITY OWNERSHIP
The following table sets forth information concerning ownership of the
Company's Common Stock, as of the Record Date, by each person known by the
Company to be the beneficial owner of more than five percent of the Common
Stock, each director, each executive officer, and nominee for election as a
director and by all directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
Name and Address Shares Percentage
Of Beneficial Owner Beneficially Owned of Class
- ----------------------- ------------------ ----------
<S> <C> <C>
A.F. Petrocelli 3,068,324(1)(2) 49.2%
111 Great Neck Road
Great Neck, NY 11021
Beverly Petrocelli 500,000(2) 8.1%
c/o 111 Great Neck Road
Great Neck, NY 11021
Mason N. Carter 77,374(3) 1.3%
One Kentile Road
South Plainfield, NJ 07080
Dennis S. Rosatelli 27,000(4) *
111 Great Neck Road
Great Neck, NY 11021
Arnold S. Penner 20,000(5) *
110 E. 59th Street
32nd Floor
New York, NY 10022
Howard M. Lorber 63,000(6) 1.0%
70 E. Sunrise Highway
Valley Stream, NY 11581
All executive officers and 3,262,619(1)(3) 51.2%
directors as a group (5 (4)(5)(6)
persons)
<FN>
- -------------------------
* Less than 1%
(1) Mr. Petrocelli owns directly 2,918,324 shares of Common Stock; presently
exercisable options to purchase 25,000 shares of Common Stock at an
exercise price of $5.00 per share; and presently exercisable options to
purchase 125,000 shares of Common Stock at an exercise price of $5.50 per
share. Does not include shares held by the adult children or the
grandchildren of Mr. Petrocelli.
(2) Beverly Petrocelli is the wife of Mr. Petrocelli. Mr. Petrocelli disclaims
beneficial ownership of all shares held by Mrs. Petrocelli. Does not
include shares held by the adult children or the grandchildren of
Mrs. Petrocelli.
(3) Includes 2,000 shares of Common Stock jointly owned by Mr. Carter and his
wife; presently exercisable options to purchase 35,374 shares at an average
exercise price of $11.47 per share; presently exercisable
-3-
<PAGE>
options to purchase 20,000 shares of Common Stock at an exercise price of
$5.00 per share; and presently exercisable options to purchase 20,000
shares of Common Stock at an exercise price of $5.50 per share.
(4) Mr. Rosatelli owns directly 2,000 shares of Common Stock and holds
presently exercisable options to purchase 5,000 shares of Common Stock at
an exercise price of $5.00 per share, and presently exercisable options to
purchase 20,000 shares of Common Stock at an exercise price $5.50 per
share.
(5) Consists of presently exercisable options to purchase 20,000 shares of
Common Stock at an exercise price of $5.50 per share.
(6) Includes 18,700 shares owned by Mr. Lorber's wife, 24,300 shares owned by
the Howard M. Lorber Irrevocable Trust and presently exercisable options to
purchase 20,000 shares of Common Stock at an exercise price of $5.50 per
share. Mr. Lorber disclaims beneficial ownership of all shares owned by
Mr. Lorber's wife and the Howard M. Lorber Irrevocable Trust.
</TABLE>
PROPOSAL 1 - ELECTION OF DIRECTORS
NOMINEES
Unless otherwise specified, all Proxies received will be voted in
favor of the election of the persons named below as directors of the Company, to
serve until the next Annual Meeting of Stockholders of the Company and until
their successors shall be duly elected and qualified. Directors shall be
elected by a plurality of the votes cast, in person or by proxy, at the Meeting.
All nominees are currently directors of the Company and were elected at the last
Annual Meeting of Stockholders. The terms of the current directors expire at
the Meeting and when their successors are duly elected and qualified.
Management has no reason to believe that any of the nominees will be unable or
unwilling to serve as a director, if elected. Should any of the nominees not
remain a candidate for election at the date of the Meeting, the Proxies will be
voted in favor of those nominees who remain candidates and may be voted for
substitute nominees selected by the Board of Directors. The names of the
nominees and certain information concerning them are set forth below:
<TABLE>
<CAPTION>
First Year
Name Principal Occupation Age Became Director
---- -------------------- --- ---------------
<S> <C> <C> <C>
A.F. Petrocelli Chairman of the Board, 50 1981
President and Chief
Executive Officer of
the Company
Mason N. Carter President and Chief 48 1989
Executive Officer of
Kentile, Inc.
Dennis S. Rosatelli Vice President, Chief 46 1991
Financial Officer and
Secretary of the
Company
-4-
<PAGE>
Arnold S. Penner Self employed real estate 57 1989
investor and broker
Howard M. Lorber President of Hallman & 45 1991
Lorber Associates, Inc.
</TABLE>
A.F. PETROCELLI, has been Chairman of the Board and Chief Executive
Officer since December, 1987, President of the Company since June, 1991 and from
June, 1983 to March, 1989 and a Director of the Company since June 1981. Mr.
Petrocelli is a Director of Prime Hospitality Corp., a New York Stock Exchange
listed company, and a Director of Nathan's Famous Inc. ("Nathan's").
MASON N. CARTER, has been President and Chief Executive Officer of
Kentile, Inc. since March 1994 and was President and Chief Executive Officer of
Kentile Floors, Inc. and of Kentile, Inc. from November 1992 to March 1994.
Kentile Floors, Inc. was in bankruptcy prior to Mr. Carter becoming its
President and Chief Executive Officer. Mr. Carter was President and Chief
Operating Officer of Metex Corporation ("Metex"), a wholly-owned subsidiary of
the Company, from March, 1989 until November 1992 and prior thereto Mr. Carter
served Metex as: Chief Executive Officer since September 1987; and President and
Chief Operating Officer since February 1987. From March, 1989 to July 1990, Mr.
Carter was President and Chief Operating Officer of the Company.
DENNIS S. ROSATELLI, has been a Director of the Company since January,
1991 and Vice President and Chief Financial Officer of the Company since March,
1989. He is a Certified Public Accountant, a member of the American Institute
of Certified Public Accountants, a member of the New Jersey Society of Public
Accountants, and has been a member of the New Jersey Society's Committee on
Accounting and Audit Standards.
ARNOLD S. PENNER, has been a Director of the Company since 1989 and
has worked for more than the past five years as a private real estate investor
and as a self-employed real estate broker in New York.
HOWARD M. LORBER, has been a Director of the Company since May 1991.
Mr. Lorber has been President of Hallman & Lorber Associates, Inc., a consulting
and actuarial firm for pension and profit sharing plans, since 1975. Mr. Lorber
is Chairman of the Boards of Directors of Nathan's and VTX Electronics Corp.
(distributes wire and cable products). Mr. Lorber is a member of the Boards of
Directors of New Valley Corporation f/k/a Western Union Corp., SkyBox
International Corp. and Alpine Lace Brands, Inc., and a Trustee of the Board of
Long Island University. Since before 1988, Mr. Lorber has also been a general
partner or shareholder of a corporate general partner of various limited
partnerships organized to acquire and operate real estate properties. Several
of these partnerships filed for
-5-
<PAGE>
protection under the federal bankruptcy laws in 1989, 1990 and 1991.
MEETINGS
The Board of Directors held 6 meetings, during the year ended December
31, 1993, all but one of which was attended by all directors. From time to
time, the members of the Board of Directors act by unanimous written consent
pursuant to the laws of the State of Delaware.
The Company has a standing Audit Committee and Compensation and Stock
Option Committee whose members are Howard M. Lorber and Arnold S. Penner, the
independent directors of the Company. The Audit Committee annually recommends
to the Board of Directors independent public accountants as auditors of the
Company's books, records and accounts, reviews the scope of the audits performed
by such auditors and the audit reports prepared by them, and reviews and
monitors the Company's internal accounting procedures. The Compensation and
Stock Option Committee, which was formed in December 1993, recommends to the
Board of Directors compensation for the Company's key employees and administers
the Joint Plan and the Incentive Plan and awards stock options thereunder.
Directors of the Company who are not officers of the Company are
entitled to receive compensation for serving as directors in the amount of
$6,000 per annum and $500 per Board meeting and Committee meeting attended.
EXECUTIVE COMPENSATION
The following table sets forth, for the Company's 1993 fiscal year,
all compensation awarded to, earned by or paid to the chief executive officer
("CEO") and the other most highly compensated executive officers of the Company
other than the CEO who were executive officers of the Company during the fiscal
year ended December 31, 1993 whose salary and bonus exceeded $100,000 (two
individuals) with respect to the fiscal year ended December 31, 1993.
-6-
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
--------------------------------------- --------------------------
Other Annual All Other
Name and Principal Salary Bonus Compensation -- Number of Compensation
Position Year ($) ($) ($)(1) Options ($)
- ------------------ ---- ------ ----- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
A.F. Petrocelli, 1993 $650,000 $700,000 -- 100,000 --
Chairman of the 1992 650,000 700,000 -- -- --
Board, President and 1991 650,000 700,000 -- 100,000 --
Chief Executive
Officer
Dennis S. 1993 $150,000 $60,000 -- 5,000 --
Rosatelli, 1992 135,000 60,000 -- -- --
Vice President and 1991 125,000 55,000 -- 20,000 --
Chief Financial
Officer
Bernard Turiel, 1993 $165,000(2) $25,000 -- -- --
Former Vice 1992 157,500 40,000 -- -- --
President-General 1991 100,000(2) 20,000 -- 40,000(3)
Counsel and Secretary
<FN>
____________________
(1) Perquisites and other personal benefits, securities or property to
each executive officer did not exceed the lesser of $50,000 or 10% of
such executive officer's salary and bonus.
(2) Mr. Turiel became Vice President and General Counsel of the Company on
May 1, 1991. Mr. Turiel resigned as an executive officer of the
Company on December 31, 1993 and resigned as a Director of the Company
on March 7, 1994.
(3) Of the options granted to Mr. Turiel, 20,000 options replaced 20,000
options granted to Mr. Turiel in 1987 which were not previously
exercised.
</TABLE>
OPTION GRANTS DURING 1993 FISCAL YEAR
The following table provides information related to options to
purchase Common Stock granted to the named executive officers during fiscal
1993. The Company currently does not have any plans providing for the grant
of stock appreciation rights.
-7-
<PAGE>
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE AT
NUMBER OF OPTIONS ASSUMED RATES OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR OPTION TERM(2)
UNDERLYING EMPLOYEES IN EXERCISE OR BASE -----------------------------
NAME OPTION (#)(1) FISCAL YEAR PRICE ($/SH)(2) EXPIRATION DATE 5% 10%
---- ------------- ------------ ---------------- --------------- -- ---
<S> <C> <C> <C> <C> <C> <C>
A.F. Petrocelli. . . . . . 100,000(3) 79.3% $11.00(4) December 14, 2003 $447,450 $1,364,060
Dennis Rosatelli . . . . . 5,000 3.9% $11.00(4) December 14, 2003 $22,373 $68,203
<FN>
(1) The option exercise price may be paid in shares of Common Stock owned by
the executive, in cash, or a combination of any of the foregoing, as
determined by the Stock Option Committee administering the Plans.
(2) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior
to the expiration of their term, assuming the specified compounded rates of
appreciation on the Company's Common Stock over the term of the options.
These numbers do not take into account provisions of certain options
providing for termination of the option following termination of
employment, non-transferability or differences in vesting periods.
Regardless of the theoretical value of an option, its ultimate value will
depend on the market value of the Common Shares at a future date, and that
value will depend on a variety of factors, including the overall condition
of the stock market and the Company's results of operations and financial
condition. There can be no assurance that the values reflected in this
table will be achieved.
(3) Includes options to purchase 45,000 shares which are subject to stockholder
approval of a proposal to increase the number of shares available under the
Plans.
(4) The fair market value of the Company's Common Stock on the date of the
grant was $9.50 per share.
</TABLE>
FISCAL YEAR END OPTION VALUES
No options were exercised by any executive officer in the fiscal year ended
December 31, 1993. The following table sets forth certain information regarding
the options held by executive officers during the last fiscal year by each of
the executive officers named in the Summary Compensation Table.
-8-
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money Options at
Options at December 31, December 31, 1993
1993 Exercisable/ Exercisable/
Name Unexercisable (#) Unexercisable ($)(1)
- ---- ---------------------- -----------------------
<S> <C> <C>
A.F. Petrocelli 150,000/ $537,500/0
100,000(2)
Dennis S. Rosatelli 25,000/ $ 90,000/0
5,000(2)
Bernard Turiel 40,000/0 $140,000/0
<FN>
____________________
(1) Based on the closing price of a share of Common Stock ($9.00 as reported by
the American Stock Exchange ("AMEX") on December 31, 1993.)
(2) The unexercisable options held by Messrs. Petrocelli and Rosatelli were not
in the money at December 31, 1993.
</TABLE>
EMPLOYEE RETIREMENT PLAN
The Company, through one of its subsidiaries, has a noncontributory
pension plan that covers the executive officers of the Company. The following
table discloses estimated annual benefits payable upon retirement in specified
compensation and years of service classifications, based on current limits set
by the Tax Reform Act of 1986.
PROJECTED ANNUAL BENEFIT AT RETIREMENT
<TABLE>
<CAPTION>
YEARS OF SERVICE
-----------------------------------------------------------
SALARY 10 15 20 25 30 35
- ------
<S> <C> <C> <C> <C> <C> <C>
$ 20,000 $ 1,750 $ 2,625 $ 3,500 $ 4,375 $ 5,250 $ 6,125
30,000 3,250 4,875 6,500 8,125 9,750 11,375
40,000 4,750 7,125 9,500 11,875 14,250 16,625
50,000 6,250 9,375 12,500 15,625 18,750 21,875
60,000 7,750 11,625 15,500 19,375 23,250 27,125
70,000 9,250 13,875 18,500 23,125 27,750 32,375
80,000 10,750 16,125 21,500 26,875 32,250 37,625
90,000 12,250 18,375 24,500 30,625 36,750 42,875
100,000 13,750 20,625 27,500 34,375 41,250 48,125
150,000 21,250 31,875 42,500 53,125 63,750 74,375
200,000 28,750 43,125 57,500 71,875 86,250 100,625
228,860 33,079 49,619 66,158 82,698 99,237 112,221
</TABLE>
The Company did not make any contributions for the benefit of
executive officers for the year ended December 31, 1993.
The estimated credited years of service for each of the executive
officers named in the Summary Compensation Table is as
-9-
<PAGE>
follows: A.F. Petrocelli six, Bernard Turiel three years, and Dennis S.
Rosatelli five years, respectively.
Subject to limitations under the Employee Retirement Income Security
Act of 1974, which was $235,840 in 1993, benefits are computed as follows: For
each year of credited service after June 30, 1989, the sum of one percent (1%)
of annual compensation, as defined, up to $25,000 plus one and one-half percent
(1-1/2%) of annual compensation in excess of $25,000.
EMPLOYMENT CONTRACTS
Effective January 1, 1990, the Company entered into a five-year
employment contract with Mr. Petrocelli which provides for a base salary of
$650,000 per annum plus a bonus as determined by the Board of Directors. In the
event of a change of control in the Company as defined in the employment
agreement, the Company shall pay Mr. Petrocelli a lump sum severance payment
equal to the greater of three years salary or the salary for the remainder of
the initial term of the employment agreement and purchase outstanding options
owned by Mr. Petrocelli. The employment agreement was amended in December 1990
to provide that it will be automatically extended after December 31, 1995 for
successive one year terms unless either the Company or Mr. Petrocelli gives the
other written notice that the employment agreement is terminated.
In May, 1991 the Company entered into an employment agreement with
Bernard Turiel which provided for a base salary of $150,000 per annum plus a
bonus as determined by the Board of Directors but in no event less than $25,000
per annum. In January, 1993, the Board of Directors voted to increase Mr.
Turiel's base salary to $165,000 for the year ended December 31, 1993. Mr.
Turiel's employment contract allowed him to engage in the private practice of
law, provided such practice did not materially interfere with the performance of
his obligations to the Company. Mr. Turiel's employment agreement was
terminated effective upon Mr. Turiel's resignation as Vice President and General
Counsel of the Company on December 31, 1993.
Effective July 1, 1991, the Company entered into an employment
agreement with Dennis S. Rosatelli which provides for a base salary of $125,000
per annum plus a bonus as determined by the Board of Directors. In January,
1993, the Board of Directors voted to increase Mr. Rosatelli's base salary to
$150,000 for the year ended December 31, 1993.
STOCK OPTION AGREEMENTS
On July 17, 1991 the Company entered into Stock Option Agreements with
each of Mason N. Carter, Howard M. Lorber, Arnold S. Penner, Dennis S. Rosatelli
and Bernard Turiel pursuant to which each of said individuals received
presently exercisable five-year options to purchase 20,000 shares of Common
Stock at an exercise price of $5.50 per share. Mr. Penner's options replaced
-10-
<PAGE>
20,000 unexercised options granted to Mr. Penner in 1989 at an exercise price of
$9.00 per share.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
The Compensation and Stock Option Committee determine the cash and
other incentive compensation, if any, to be paid to the Company's executive
officers and key employees. Messrs. Lorber and Penner, non-employee directors
of the Company, serve as members of the Compensation and Stock Option Committee
and are "disinterested directors" (within the meaning of Rule 16b-3 under the
Act). During fiscal 1993, there was one meeting of the Compensation and Stock
Option Committee, which was attended by all committee members.
COMPENSATION PHILOSOPHY
The Compensation and Stock Option Committee's executive compensation
philosophy is to base management's pay, in part, to the achievement of the
Company's annual and long-term performance goals by (a) setting levels of
compensation designed to attract and hold superior executives in a highly
competitive business environment, (b) providing incentive compensation that
varies directly with the Company's financial performance and individual
initiative and achievement contributions to such performance, (c) linking
compensation to elements which effect the Company's annual and long-term
performance, (d) evaluating the competitiveness of executive compensation
programs based upon information drawn from a variety of sources, and (e)
establishing salary levels and bonuses intended to be consistent with
competitive practice and level of responsibility, with salary increases and
bonuses reflecting competitive trends, the overall financial performance of the
Company, the performance of the individual executive and the contractual
arrangements that may be in effect with the individual executive.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), prohibits a publicly held corporation, such as the Company, from
claiming a deduction on its federal income tax return for compensation in excess
of $1 million paid for a given fiscal year to the chief executive officer (or
person acting in that capacity) at the close of the corporation's fiscal year
and the four most highly compensated officers of the corporation, other than the
chief executive officer, at the end of the corporation's fiscal year. The $1
million compensation deduction limitation does not apply to "performance-based
compensation." The Internal Revenue Service issued proposed regulations on
December 15, 1993 which give some guidance to publicly held companies about how
to qualify compensatory plans to meet the "performance-based compensation"
requirements. However, the final regulations are not expected to be issued
until at least later this year. Since there are a number of
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significant unanswered questions about how the proposed regulations will affect
the Company's Joint Plan and the Incentive Plan or the bonuses paid to the Chief
Executive Officer and the Company cannot predict what requirements the final
rules will contain, the Company is seeking stockholder approval with regard to
the amendments to the Joint Plan and the Incentive Plan and the criteria used to
determine bonuses to be paid to the Chief Executive Officer in a good faith
effort to qualify compensation received under the Joint Plan and the Incentive
Plan and bonuses paid to the Chief Executive Officer as "performance-based" for
purposes of Section 162(m). The Company will continue to review its
compensatory criteria and plans and to assess the desirability of further
revisions as the final regulations are issued, the Internal Revenue Service
begins to issue interpretations, and competitive practices begin to emerge.
SALARIES
Base salaries for the Company's executive officers are determined initially
by evaluating the responsibilities of the position held and the experience of
the individual, and by reference to the competitive marketplace for management
talent, including a comparison of base salaries for comparable positions at
comparable companies within the Company's industries. Annual salary adjustments
are determined consistent with the Company's compensation policy by evaluating
the competitive marketplace, the performance of the Company, the performance of
the executive particularly with respect to the ability to manage growth of the
Company, the length of the executive's service to the Company and any increased
responsibilities assumed by the executive.
ANNUAL BONUSES
The Company from time to time considers the payment of bonuses to its
executive officers although no formal plan currently exists. Bonuses would be
determined based, first, upon the level of achievement by the Company of its
strategic and operating goals and, second, upon the level of personal
achievement by participants. The achievement of personal goals includes the
actual performance of the Company for which the executive officer has
responsibility as compared to the planned performance thereof, other individual
contributions, the ability to manage and motivate reporting employees and the
achievement of assigned projects. Bonuses are determined annually after the
close of each fiscal year. In 1994, the Company awarded bonuses with respect to
services rendered in 1993 to Mr. Rosatelli and Mr. Turiel in the amounts of
$60,000 and $25,000, respectively.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Mr. Petrocelli's base salary of $650,000 is based upon the terms of his
employment agreement and the factors described in the "Salaries" paragraph
above. Mr. Petrocelli will receive the same base salary in 1994. Mr.
Petrocelli received a bonus in 1994 of $700,000 for services rendered during the
1993 fiscal year. Mr. Petrocelli's bonus is based upon his leadership over
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the past year which has led to several important acquisitions that have enhanced
the Company's manufacturing and real estate businesses which have continued to
strengthen the financial position of the Company. The Compensation and Stock
Option Committee has recommended that the stockholders approve a performance
criteria which requires the Company to meet certain revenue targets in order for
the Chief Executive Officer to be eligible to receive a bonus. This proposal is
designed to qualify bonuses paid to the Chief Executive Officer as "performance
based" for purposes of Section 162 of the Internal Revenue Code. See "Proposal
III -- Performance Criteria for Chief Executive Officer Bonus Compensation."
Compensation and Stock
Option Committee: Arnold S. Penner, and Howard M. Lorber.
COMMON STOCK PERFORMANCE: Set forth below is a graph comparing the total
shareholder returns (assuming reinvestment of dividends, if any) of the Company,
the American Stock Exchange Index ("AMEX") and a peer group ("The Peer Group")
compiled by the Company consisting of publicly traded companies in industry
segments corresponding to those in which the Company competes. The Peer Group,
which includes the Company consists of the following companies: Base Ten
Systems, Comtech Telecommunications, EDO Corporation, EQK Realty Investments,
Keystone Consolidated Industries, Inc., Larizza Industries, Inc., Pacific
Gateway Properties, Inc. and Watkins-Johnson Company.
The Peer Group consolidation was done on a weighted average basis (market
capitalization basis, adjusted at the end of each quarter). The graph assumes
$100 invested on December 31, 1988, in the Company and each of the other
indices.
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<PAGE>
TOTAL RETURN TO SHAREHOLDERS
REINVESTED DIVIDENDS
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C> <C>
ASE $100 $120 $100 $120 $120 $150
PEER GROUP $100 $ 70 $ 50 $ 40 $ 50 $120
UNITED CAPITAL CORP. $100 $ 50 $ 30 $ 39 $ 40 $ 80
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following sets forth the transactions involving the Company and its
subsidiaries and its executive officers and/or Directors from January 1, 1993.
Specific descriptions of these transactions is provided below.
In January, 1991, the Company purchased for $420,000, from an unrelated
third party, a 35% participation interest in a $1,200,000 loan secured by first
mortgages on seven parcels of real property, six of which are located in New
York City. In February, 1992, the Company purchased, for cash and notes, the
remaining 65% interest in the loan that it did not already own for the face
amount of the notes together with past due interest. The purchase price was
paid by approximately $201,000 in cash and the balance with notes in the
principal amounts of approximately $377,000 to Mr. Petrocelli, $198,000 to Mr.
Penner and the Arnold S. Penner Profit Sharing Plan, and $198,000 to an
unrelated third
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<PAGE>
party. The notes bear interest at the rate of 10% per annum beginning February
1, 1992. The note to Mr. Petrocelli matured and was paid in June, 1992.
Portions of the remaining notes were paid in November, 1992 and the balance of
those notes are due in February, 1995.
During 1993 the Company advanced, in the aggregate, $3,411,833 to A.F.
Petrocelli. These advances bore interest at varying rates of 1% and 2% over the
Company's borrowing rate under its revolving credit facility. All amounts
advanced have been repaid together with accrued interest thereon.
In February, 1993, the Company participated in a $7,500,000 loan
transaction secured by a second mortgage covering the leasehold estate on a
prime hotel property in New York City. During 1993, $6,250,000 was advanced,
including approximately $1,652,000 by the Company, and the balance by Arnold S.
Penner ($1,666,667), Dennis S. Rosatelli ($40,000), Mason N. Carter ($25,000),
the Howard M. Lorber Irrevocable Trust ($500,000), the wife of A.F. Petrocelli
($200,000), entities or individuals related to a former Director and executive
officer ($500,000), and certain unrelated parties ($1,666,333). In connection
with this loan, a commitment fee in the net amount of $270,000 was prorated
among the participants in relation to the principal amount advanced and
committed to be advanced by each participant. The note bore interest at the
rate of 15% per annum, and was repaid in full in December 1993. Howard M.
Lorber disclaims beneficial ownership of the participation interest held by the
Trustees of the Howard M. Lorber Irrevocable Trust and A.F. Petrocelli disclaims
beneficial ownership of the participation interest held by his spouse.
In June 1993 the Company advanced approximately $89,000 in connection with
a $265,000 loan transaction secured by a first mortgage on a Brooklyn, New York
property. The loan bears interest at 15% per annum, payable monthly, and
matures in June 1994. Arnold Penner and an unrelated party also hold 1/3
interests in this loan.
In April, 1994, the Company participated in a $5,000,000 loan transaction
secured by a second mortgage covering a leasehold estate. To date, $5,000,000
has been advanced including approximately $2,253,000 by the Company and the
balance by Beverly Petrocelli ($1,000,000), the Howard M. Lorber Irrevocable
Trust ($500,000), Arnold S. Penner ($250,000), Dennis Rosatelli ($50,000),
Mason N. Carter ($30,000) and certain unrelated parties ($917,000).
The Company has Indemnity Agreements with each director and executive
officer (individually each an "Indemnitee"), indemnifying each Indemnitee
against the various legal risks and potential liabilities to which such
individuals are subject due
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<PAGE>
to their position with the Company, in order to induce and encourage highly
experienced and capable persons such as the Indemnitees to continue to serve as
executive officers and directors of the Company.
PROPOSAL II - APPROVAL OF AMENDMENTS TO 1988 JOINT INCENTIVE
AND NON-QUALIFIED STOCK OPTION PLANS
The Board of Directors of the Company has unanimously approved for
submission to a vote of the stockholders a proposal to amend the Joint Plan and
the Incentive Plan to increase the number of shares reserved for issuance
pursuant to the exercise of options granted under each of such plans from
125,000 shares of Common Stock to 325,000 shares of Common Stock and to provide
that no recipient of options may be granted options in excess of 90% of the
maximum number of shares to be issued under each of the Joint Plan and the
Incentive Plan (the "Amendments"). The purpose of the Joint Plan and the
Incentive Plan is to attract and retain the best available employee talent and
encourage the highest levels of employee performance in order to continue to
serve the best interests of the Company and its stockholders. The granting of
options serves as partial consideration for and gives employees an additional
inducement to remain in the service of the Company and provides them with an
increased incentive to work towards the Company's success. Each option granted
pursuant to the Joint Plan and the Incentive Plan shall be designated at the
time of grant as either an "incentive stock option" or as a "non-qualified stock
option." Approximately 890 employees are eligible to participate under the
Joint Plan and Incentive Plan.
The Board of Directors believes it is in the Company's and its
stockholders' best interests to approve the Amendments because they should (i)
allow the Company to continue to grant options under the Joint Plan and the
Incentive Plan which facilitates the benefits of the additional incentive
inherent in the ownership of Common Stock by key employees of the Company and
its subsidiaries and helps the Company retain the services of key employees and
(ii) enable compensation received under the Joint Plan and the Incentive Plan to
qualify as "performance-based" for purposes of Section 162(m).
The proposed Amendments are attached as Exhibit A to this Proxy Statement.
The Joint Plan and the Incentive Plan, as proposed to be amended, would
each authorize the issuance of a maximum of 325,000 shares of Common Stock
pursuant to the exercise of options granted thereunder. As of the date hereof,
stock options to purchase 165,120 and 145,459 shares of Common Stock, at
exercise prices ranging from $5.00 to $16.38 per share have been granted under
the Joint Plan and the Incentive Plan, respectively. Since the enactment of the
Joint Plan and the Incentive Plan, Messrs. Petrocelli and Rosatelli have been
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awarded options to purchase an aggregate of 150,000 shares and 10,000 shares,
respectively. All executive officers as a group have been awarded options to
purchase 160,000 shares, and all other employees as a group have been awarded
options to purchase 83,284 shares under the Joint Plan and the Incentive Plan,
and all non-executive officer Directors as a group have been awarded options to
purchase an aggregate of 67,295 shares under the Joint Plan and the Incentive
Plan. The options awarded to the non-executive officer Director were granted to
him when he was an executive officer of the Company. As of the date hereof,
stock options to purchase 148,838 (including options to purchase 45,000 shares
of Common Stock subject to stockholder approval) and 116,990 shares were
outstanding under the Joint Plan and the Incentive Plan, respectively. Options
to purchase 700 and 500 shares of Common Stock were exercised in 1993 and in
1994 through the date hereof under the Joint Plan and the Incentive Plan,
respectively. Options to purchase 45,000 shares granted under the Joint Plan to
Mr. Petrocelli are contingent upon stockholder approval of the Amendments.
During the last completed fiscal year, options to purchase shares of Common
Stock have been granted pursuant to the Joint Plan or the Incentive Plan to (i)
the named executive officers, (ii) all current executive officers as a group,
(iii) all Non Executive Officer Directors as a group and (iv) all employees,
including all current officers who are not executive officers, as a group, as
follows:
<TABLE>
<CAPTION>
Name and Position Number of
- ----------------- Options
(#)(1)(2)
----------
<S> <C>
A.F. Petrocelli. . . . . . . . . . . . . . . . . . . . . . . . . 100,000(3)
Dennis Rosatelli . . . . . . . . . . . . . . . . . . . . . . . . 5,000(3)
Executive Group. . . . . . . . . . . . . . . . . . . . . . . . . 105,000(3)
Non Executive Officer Directors as a Group . . . . . . . . . . . 5,000(3)
Non-Executive Officer Employee Group . . . . . . . . . . . . . . 21,000(3)
<FN>
___________________
(1) On April 25, 1994, the last reported sales price of the Company's Common
Stock as reported on AMEX was $10.50 per share.
(2) Information contained in this table is duplicative of information contained
in "Executive Compensation" and does not signify additional grants of
options to purchase shares of Common Stock.
(3) Options were granted on December 14, 1993 and have an exercise price of
$11.00 per share.
</TABLE>
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<PAGE>
ADMINISTRATION OF THE PLAN
The Joint Plan and the Incentive Plan are administered by the Stock Option
Committee, which determines to whom among those eligible, and the time or times
at which options will be granted, the number of shares to be subject to options,
the duration of options, any conditions to the exercise of options, and the
manner in and price at which options may be exercised. In making such
determinations, the Stock Option Committee may take into account the nature and
period of service of eligible employees, their level of compensation, their
past, present and potential contributions to the Company and such other factors
as the Stock Option Committee in its discretion deems relevant.
The Stock Option Committee is authorized to amend, suspend or terminate the
Joint Plan or the Incentive Plan, except that it is not authorized without
stockholder approval (except with regard to adjustments resulting from changes
in capitalization) to (i) increase the maximum number of shares that may be
issued pursuant to the exercise of options granted under the Joint Plan or the
Incentive Plan; (ii) materially increase the benefits accruing to participants;
or (iii) materially change the eligibility requirements for participation.
OPTION PRICE
The exercise price of each option is determined by the Stock Option
Committee, but may not be less than 100% of the fair market value of the shares
of Common Stock covered by the option on the date the option is granted. If an
incentive stock option is to be granted to an employee who owns over 10% of the
total combined voting power of all classes of the Company's stock, then the
exercise price may not be less than 110% of the fair market value of the Common
Stock covered by the option on the date the option is granted.
TERMS OF OPTIONS
The Stock Option Committee shall, in its discretion, fix the term of each
option, provided that the maximum term of each option shall be 10 years.
Incentive stock options granted to an employee who owns over 10% of the total
combined voting power of all classes of stock of the Company shall expire not
more than five years after the date of grant. The Joint Plan and the Incentive
Plan provide for the earlier expiration of options of a participant in the event
of certain terminations of employment.
REGISTRATION OF SHARES
The Company intends to file a registration statement under the Securities
Act of 1933, as amended, with respect to the Common Stock issuable pursuant to
the Amendments to the Joint Plan and the Incentive Plan subsequent to the
Amendments'
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<PAGE>
approval by the Company's stockholders. The Company previously filed a
Registration Statement covering an aggregate of 250,000 shares issuable upon the
exercise of options granted under the Incentive Plan and the Joint Plan.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock present, in person or by proxy and entitled to vote, is
required for approval of the Amendments to the Joint Plan and the Incentive
Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE
AMENDMENTS TO THE JOINT PLAN AND THE INCENTIVE PLAN. BROKER NON-VOTES AND
PROXIES MARKED "ABSTAIN" WITH RESPECT TO THIS PROPOSAL WILL BE COUNTED TOWARDS A
QUORUM. ABSTENTIONS WILL BE COUNTED AS A VOTE AGAINST THIS PROPOSAL AND BROKER
NON-VOTES WILL NOT BE COUNTED FOR PURPOSES OF DETERMINING WHETHER THIS PROPOSAL
HAS BEEN APPROVED.
PROPOSAL III - CRITERIA FOR CHIEF EXECUTIVE OFFICER BONUS
COMPENSATION PERFORMANCE
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid to the corporation's Chief Executive Officer and the four other most highly
compensated executive officers. Qualifying performance-based compensation will
not be subject to the deduction limit if certain requirements are met. The
Company's Compensation Committee has structured a formula, subject to
stockholder approval, by which it believes all future bonuses payable to its
Chief Executive Officer are in a manner that complies with the new statute.
Under this formula, all bonuses to be paid to the Chief Executive Officer will
be based on the total revenues of the Company. The Chief Executive Officer
currently receives a base salary of $650,000 pursuant to the terms of his
employment contract. In any year that the total revenues of the Company exceeds
$80,000,000, the Chief Executive Officer will be entitled to receive a bonus of
$700,000. The Compensation Committee will certify that the performance goals
have been satisfied before payment of the bonus.
The Board of Directors and the Compensation and Stock Option Committee
recommend that stockholders vote in favor of this proposal. The Board of
Directors and the Compensation and Stock Option Committee believe that the Chief
Executive Officer of the Company should be awarded for the growth of the
Company. The Board of Directors and the Compensation and Stock Option Committee
believe that if the Company were to meet the established target it would
demonstrate the value that the Chief Executive Officer provides to the Company,
particularly since several of the Company's core businesses are in industries
which
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<PAGE>
have had little or no growth over the last few years. The Board of Directors
and the Compensation and Stock Option Committee expect these trends to continue
for the foreseeable future, and consequently they believe that the bonus to the
Chief Executive Officer should be awarded if the Company meets the prescribed
revenue targets. The Company and the Compensation and Stock Option Committee
will continue to review the performance goal to assess the desirability of
further revisions as the final regulations to Section 162(m) are issued, the
Internal Revenue Service begins to issue interpretations, and competitive
practices begin to emerge.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares of the
Company's Common Stock entitled to vote and voting on the proposal is required
for approval of the Chief Executive Officer Bonus Compensation Criteria.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO PROVIDE
CRITERIA FOR THE COMPENSATION PAYABLE TO THE CHIEF EXECUTIVE OFFICER. BROKER
NON-VOTES AND PROXIES MARKED "ABSTAIN" WITH RESPECT TO THIS PROPOSAL WILL BE
COUNTED TOWARDS A QUORUM. ABSTENTIONS AND BROKER NON-VOTES WILL NOT BE COUNTED
FOR PURPOSES OF DETERMINING WHETHER THIS PROPOSAL HAS BEEN APPROVED.
PROPOSAL IV - RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board of Directors appointed Arthur Andersen & Co., certified public
accountants, as the Company's independent auditors for the year ending December
31, 1994. Although the selection of auditors does not require ratification, the
Board of Directors has directed that the appointment of Arthur Andersen & Co. be
submitted to stockholders for ratification due to the significance of their
appointment to the Company. If stockholders do not ratify the appointment of
Arthur Andersen & Co., the Board of Directors will consider the appointment of
other certified public accountants.
The Company's auditors for the year ended December 31, 1993 were Arthur
Andersen & Co.
RECOMMENDATION
The Board of Directors of the Company recommends a vote for the
ratification of the appointment of Arthur Andersen & Co. as the Company's
independent auditors for the year ending December 31, 1994.
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<PAGE>
ANNUAL REPORT
All stockholders of record as of the Record Date, have been sent, or are
concurrently herewith being sent, a copy of the Company's 1993 Annual Report for
the year ended December 31, 1993, which contains certified consolidated
financial statements of the Company and its subsidiaries for the year ended
December 31, 1993.
ANY STOCKHOLDER OF THE COMPANY MAY OBTAIN WITHOUT CHARGE A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1993
(WITHOUT EXHIBITS), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BY
WRITING TO DENNIS S. ROSATELLI, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
SECRETARY AT UNITED CAPITAL CORP., 111 GREAT NECK ROAD, GREAT NECK, NEW YORK
11021.
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the proxy materials to be
distributed in connection with the next Annual Meeting of Stockholders of the
Company, stockholder proposals for such meeting must be submitted to the Company
no later than January 24, 1995.
OTHER MATTERS
As of the date of this Proxy Statement, management knows of no matters
other than those set forth herein which will be presented for consideration at
the Meeting. If any other matter or matters are properly brought before the
Meeting or any adjournment thereof, the persons named in the accompanying Proxy
will have discretionary authority to vote, or otherwise act, with respect to
such matters in accordance with their judgment.
Dennis S. Rosatelli
Secretary
May 6, 1994
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<PAGE>
PRELIMINARY PROXY MATERIAL
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
UNITED CAPITAL CORP.
PROXY -- ANNUAL MEETING OF STOCKHOLDERS
JUNE 14, 1994
The undersigned, a stockholder of United Capital Corp., a Delaware
corporation (the "Company"), does hereby appoint A.F. Petrocelli and Dennis S.
Rosatelli, and each of them, the true and lawful attorneys and proxies with full
power of substitution, for and in the name, place and stead of the undersigned,
to vote all of the shares of Common Stock of the Company which the undersigned
would be entitled to vote if personally present at the 1994 Annual Meeting of
Stockholders of the Company to be held at the offices of the Company, 111 Great
Neck Road, Great Neck, New York 11021, on June 14, 1994, at 10:00 A.M., Local
Time, or at any adjournment or adjournments thereof.
The undersigned hereby instructs said proxies or their substitutes:
1. ELECTION OF DIRECTORS:
The election of the following directors: Mason N. Carter, Howard M.
Lorber, Arnold S. Penner, A.F. Petrocelli and Dennis S. Rosatelli to
serve until the next annual meeting of stockholders and until their
successors have been duly elected and qualified.
TO WITHHOLD AUTHORITY
WITHHOLD TO VOTE FOR ANY NOMINEE(S),
FOR ___ VOTE ___ PRINT NAME(S) BELOW
_________________________
2. TO AMEND THE 1988 JOINT INCENTIVE AND NON-QUALIFIED STOCK OPTION
PLAN AND THE 1988 INCENTIVE STOCK OPTION PLAN:
To amend the 1988 Joint Incentive and Non-Qualified Stock Option Plan
(the "Joint Plan") and the 1988 Incentive Stock Option Plan (the
"Incentive Plan") to increase the shares of Common Stock reserved for
issuance under each of the Joint Plan and the Incentive Plan from
125,000 shares of Common Stock to 325,000 and to provide that no
recipient of options may be granted options in excess of 90% of the
maximum number of
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<PAGE>
shares authorized to be issued under each of the Joint Plan and the
Incentive Plan.
______ FOR _____ AGAINST _____ ABSTAIN
3. BONUS CRITERIA:
To approve the proposal to provide performance criteria for the
payment of bonuses to the Chief Executive Officer.
______ FOR _____ AGAINST _____ ABSTAIN
4. RATIFICATION OF APPOINTMENT OF AUDITORS:
To ratify the appointment of Arthur Andersen & Co. as the
independent auditors of the Company for the year ending December
31, 1994.
______ FOR _____ AGAINST _____ ABSTAIN
5. DISCRETIONARY AUTHORITY: To vote with discretionary authority
with respect to all other matters which may come before the
Meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS
HEREINBEFORE GIVEN. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO
ELECT DIRECTORS, TO AMEND THE JOINT PLAN AND THE INCENTIVE PLAN, TO PROVIDE
PERFORMANCE CRITERIA FOR THE PAYMENT OF BONUSES TO THE CHIEF EXECUTIVE OFFICER
AND TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN & CO. AS THE COMPANY'S
INDEPENDENT AUDITORS.
The undersigned hereby revokes any proxy or proxies heretofore given,
and ratifies and confirms that all the proxies appointed hereby, or any of them,
or their substitutes, may lawfully do or cause to be done by virtue hereof. The
undersigned hereby acknowledges receipt of a copy of the Notice of Annual
Meeting and Proxy Statement, both dated May 6, 1994, and a copy of either the
Company's Annual Report or Annual Report on Form 10-K for the year ended
December 31, 1993.
Dated _______________________ 1994
_____________________________ (L.S.)
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<PAGE>
_____________________________ (L.S.)
Signature(s)
NOTE: YOUR SIGNATURE SHOULD APPEAR THE
SAME AS YOUR NAME APPEARS HEREON. IN
SIGNING AS ATTORNEY, EXECUTOR, ADMINIS-
TRATOR, TRUSTEE, OR GUARDIAN, PLEASE
INDICATE THE CAPACITY IN WHICH SIGNING.
WHEN SIGNING AS JOINT TENANTS, ALL PAR-
TIES IN THE JOINT TENANCY MUST SIGN.
WHEN A PROXY IS GIVEN BY A CORPORATION,
IT SHOULD BE SIGNED BY AN AUTHORIZED
OFFICER AND THE CORPORATE SEAL AFFIXED.
NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
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