<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:
/ / Preliminary proxy statement
/X/ 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):
/ / $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:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(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.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- -------------------------
(1)Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
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
DENNIS S. ROSATELLI,
SECRETARY
Dated: May 12, 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>
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 12, 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 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
<PAGE>
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 and the proposal
to establish performance criteria 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 the proposals. Abstentions and broker non-votes will have no effect
on the proposal to elect 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.
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) 8.2%
c/o 111 Great Neck Road
Great Neck, NY 11021
Mason N. Carter 77,374(3) 1.3%
4532 South Kolin Avenue
Chicago, Illinois 60636
Dennis S. Rosatelli 27,000(4) *
111 Great Neck Road
Great Neck, NY 11021
Arnold S. Penner 20,000(5) *
950 Third Avenue
23rd 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 3,255,698(1)(3)(4)(5)(6) 51.1%
directors as a group (5 persons)
<FN>
- ------------------------
* Less than 1%
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
(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 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 of $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 BECAME
NAME PRINCIPAL OCCUPATION AGE DIRECTOR
- ---------------------- ----------------------------------------------------------------- --- -----------------
<S> <C> <C> <C>
A.F. Petrocelli Chairman of the Board, President and Chief Executive Officer of 50 1981
the Company
Mason N. Carter President and Chief Executive Officer of Kentile, Inc. 48 1989
Dennis S. Rosatelli Vice President, Chief Financial Officer and Secretary of the 46 1991
Company
Arnold S. Penner Self employed real estate investor and broker 57 1989
Howard M. Lorber President of Hallman & Lorber Associates, Inc. 45 1991
</TABLE>
3
<PAGE>
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. 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 Board of Directors of Nathan's. 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 1989, 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 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 a 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.
4
<PAGE>
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 $100,000 (two
individuals) with respect to the fiscal year ended December 31, 1993.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------------ -------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL COMPENSATION NUMBER OF COMPENSATION
POSITION YEAR SALARY ($) BONUS ($) ($)(1) OPTIONS ($)
- --------------------------------------- ---- ----------- -------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
A.F. Petrocelli, Chairman of the Board, 1993 $650,000 $700,000 -- 100,000 --
President and Chief Executive Officer 1992 650,000 700,000 -- -- --
1991 650,000 700,000 -- 100,000 --
Dennis S. Rosatelli, 1993 $150,000 $ 60,000 -- 5,000 --
Vice President and 1992 135,000 60,000 -- -- --
Chief Financial Officer 1991 125,000 55,000 -- 20,000 --
Bernard Turiel, Former Vice 1993 $165,000(2) $ 25,000 -- -- --
President-General Counsel and 1992 157,500 40,000 -- -- --
Secretary 1991 100,000(2) 20,000 -- 40,000(3)
<FN>
- ------------------------
(1) Perquisites and other personal benefits, securities or property to each
executive officer did not exceed the lesser of $50,000 or 10% of such
executive officer's salary and bonus.
(2) Mr. Turiel became Vice President and General Counsel of the Company on May
1, 1991. Mr. Turiel resigned as an executive officer of the Company on
December 31, 1993 and resigned as a Director of the Company on March 7,
1994.
(3) Of the options granted to Mr. Turiel, 20,000 options replaced 20,000
options granted to Mr. Turiel in 1987 which were not previously exercised.
</TABLE>
OPTION GRANTS DURING 1993 FISCAL YEAR
The following table provides information related to options to purchase
Common Stock granted to the named executive officers during fiscal 1993. The
Company currently does not have any plans providing for the grant of stock
appreciation rights.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
------------------------------------------------------------------------- AT ASSUMED RATES OF STOCK
NUMBER OF % OF TOTAL PRICE APPRECIATION FOR
SECURITIES OPTIONS GRANTED OPTION TERM(2)
UNDERLYING TO EMPLOYEES IN EXERCISE OR BASE --------------------------
NAME OPTION (#)(1) FISCAL YEAR PRICE ($/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 S. 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 Compensation and Stock Option Committee.
(2) The potential realizable value portion of the foregoing table illustrates
values 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
</TABLE>
5
<PAGE>
<TABLE>
<S> <C>
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 Stock 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 Joint Plan or the Incentive Plan.
(4) The fair market value of the Company's Common Stock on the date of the
grant was $9.50 per share.
</TABLE>
FISCAL YEAR END OPTION VALUES
No options were exercised by any executive officer in the fiscal year ended
December 31, 1993. The following table sets forth certain information regarding
the options held by executive officers during the last fiscal year by each of
the executive officers named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT DECEMBER AT
31, DECEMBER 31, 1993
1993 EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE (#) UNEXERCISABLE ($)(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>
6
<PAGE>
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 Internal Revenue Code of 1986, as amended (the "Code").
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 follows: A.F. Petrocelli six
years, 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 of 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. Mr. Turiel received a severance payment in
connection with the termination of the employment agreement.
7
<PAGE>
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 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 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 significant unanswered questions about how the proposed regulations
will affect the Company's Joint Plan and the Incentive Plan or the bonus to be
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
8
<PAGE>
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. The Company has an employment
agreement with Mr. Rosatelli, which sets the base salary for such 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 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.
9
<PAGE>
COMMON STOCK PERFORMANCE: Set forth below is a graph comparing the total
shareholder returns (assuming reinvestment of dividends, if any) of the Company,
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.
TOTAL RETURN TO SHAREHOLDERS REINVESTED DIVIDENDS
(Graph)
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 are 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
10
<PAGE>
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 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 S. 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). 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.
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 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 THE 1988 JOINT INCENTIVE AND
NON-QUALIFIED STOCK OPTION PLAN AND THE 1988 INCENTIVE STOCK OPTION PLAN
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
11
<PAGE>
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 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 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>
NUMBER OF
OPTIONS
NAME AND POSITION (#)(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>
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
12
<PAGE>
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' 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.
If the Amendments are approved, the reference to 125,000 in the third
sentence of Section 2 of the Joint Plan and the first sentence of Section 2 of
the Incentive Plan will be changed to 325,000. In addition, the last sentence of
Section 2 of each of the Joint Plan and the Incentive Plan will read:
Notwithstanding anything contained in the Plan to the contrary, no recipient
of options may be granted options to purchase in excess of ninety percent of the
maximum number of shares of stock authorized to be issued under the Plan.
13
<PAGE>
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 and Stock Option 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 and Stock Option 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 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 present, in person or by proxy and entitled to vote, 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 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 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.
14
<PAGE>
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.
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 12, 1994
15
<PAGE>
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.
<TABLE>
<S> <C> <C>
/ / FOR / / WITHHOLD
VOTE
<CAPTION>
/ / FOR TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), PRINT NAME(S) BELOW
<CAPTION>
</TABLE>
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 shares
authorized to be issued under each of the Joint Plan and the Incentive Plan.
<TABLE>
<S> <C> <C>
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
3. BONUS CRITERIA: To approve the proposal to provide performance criteria for
the payment of bonuses to the Chief Executive Officer.
<TABLE>
<S> <C> <C>
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
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.
<TABLE>
<S> <C> <C>
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
<PAGE>
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 12, 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.)
_______________________ (L.S.)
Signature(s)
NOTE: YOUR SIGNATURE SHOULD
APPEAR THE SAME AS YOUR NAME
APPEARS HEREON. IN SIGNING AS
ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE, OR
GUARDIAN, PLEASE INDICATE THE
CAPACITY IN WHICH SIGNING. WHEN
SIGNING AS JOINT TENANTS, ALL
PARTIES 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.
