SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KA
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
[X} TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 1-10104
UNITED CAPITAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 04-2294493
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
111 Great Neck Road, Great Neck, New York 11021
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(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (516) 466-6464
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, $.10 par value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate by check mark whether the registrant: (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X].
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.
(See definition of affiliate in Rule 405). $21,515,000
The number of shares of the Registrant's $.10 par value Common Stock
outstanding as of March 22, 1995 was 6,027,866.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
MANAGEMENT
As of April 1, 1995, the executive officers and directors of the Company
are as follows:
Name Principal Occupation Age
- ---------------------- -------------------------------- --------
A.F. Petrocelli Chairman of the Board, 51
President and Chief
Executive Officer of the
Company
Dennis S. Rosatelli Vice President, Chief 47
Financial Officer and
Secretary of the Company
Arnold S. Penner Self employed real estate 58
investor and broker
Howard M. Lorber President of Hallman & Lorber 46
Associates, Inc.
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").
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., Prime Hospitality 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
<PAGE>
estate properties. Several of these partnerships filed for protection under the
federal bankruptcy laws in 1989, 1990 and 1991.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth, for the Company's 1994 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, 1994 whose salary and bonus exceeded $100,000 (one
individual) with respect to the fiscal year ended December 31, 1994.
SUMMARY COMPENSATION TABLE
<TABLE>
Annual Compensation Long Term Compensation
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<CAPTION>
Other Annual All Other
Name and Principal Compensation Number of Compensation
Position Year Salary($) Bonus($) ($)(1) Options ($)
- ------------------------------- ------- ------------------- ---------- -------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
A.F. Petrocelli, 1994 $650,000 $700,000 0 0 0
Chairman of the 1993 650,000 700,000 0 100,000 0
Board, President 1992 650,000 700,000 0 0 0
and Chief Executive
Officer
Dennis S. Rosatelli, 1994 $150,000 $60,000 0 0 0
Vice President and 1993 150,000 60,000 0 5,000 0
Chief Financial 1992 135,000 60,000 0 0 0
Officer
</TABLE>
(1) Perquisites and other personal benefits, securities or property to each
executive officer did not exceed the lesser of $50,000 or 10% of such
executive officer's salary and bonus.
OPTION GRANTS DURING 1994 FISCAL YEAR
The Company granted no options during the fiscal year ended December
31, 1994.
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<PAGE>
FISCAL YEAR END OPTION VALUES
The following table sets forth certain information regarding the
options exercised and held by executive officers during the last fiscal year by
each of the executive officers named in the Summary Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Unexercised
Number of Securities in-the-Money
Underlying Options
Unexercised Options at December 31,
at 1994
Shares December 31, 1994 Exercisable/
Acquired on Exercisable/ Unexercisable
Exercise # Value Realized($) Unexercisable(#) ($)(1)
Name ------------- ---------------------- --------------------- ----------------
- ----
<S> <C> <C> <C> <C>
A.F. Petrocelli.......... 25,000 $156,250(2) 158,333/ $387,500/0
66,667(3)
Dennis S. Rosatelli...... 0 0 26,667/ $77,500/0
3,333(3)
</TABLE>
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(1) Based on the closing price of a share of Common Stock ($8.50 as
reported by the American Stock Exchange ("AMEX") on December 31, 1994.)
(2) Based on the fair market value of a share of Common Stock on the date
of exercise.
(2) The unexercisable options held by Messrs. Petrocelli and Rosatelli were
not in the money at December 31, 1994.
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<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.
Projected Annual Benefit at Retirement
<TABLE>
<CAPTION>
Years of Service
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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
</TABLE>
The Company did not make any contributions for the benefit of executive
officers for the year ended December 31, 1994.
The estimated credited years of service for each of the executive officers
named in the Summary Compensation Table is as follows: A.F. Petrocelli seven
years and Dennis S. Rosatelli six years, respectively.
Subject to compensation limitations under the Employee Retirement Income
Security Act of 1974, which was $150,000 in 1994, 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
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<PAGE>
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.
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 Howard M. Lorber, Arnold S. Penner and Dennis S. Rosatelli 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.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information concerning ownership of the
Company's Common Stock, as of April 1, 1995, 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:
Name and Address Shares Percentage
Of Beneficial Owner Beneficially Owned of Class
- ----------------------------- ---------------------- ----------
A.F. Petrocelli 3,069,757(1)(2) 49.7%
111 Great Neck Road
Great Neck, NY 11021
Beverly Petrocelli 500,000(2) 8.3%
c/o 111 Great Neck Road
Great Neck, NY 11021
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<PAGE>
Name and Address Shares Percentage
Of Beneficial Owner Beneficially Owned of Class
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Dennis S. Rosatelli 28,667(3) *
111 Great Neck Road
Great Neck, NY 11021
Arnold S. Penner 20,000(4) *
950 Third Avenue
23rd Floor
New York, NY 10022
Howard M. Lorber 63,000(5) 1.0%
70 E. Sunrise Highway
Valley Stream, NY 11581
All executive officers and 3,181,424(1)(3)(4) 50.9%
directors as a group (5)
(5 persons)
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*Less than 1%
(1) Mr. Petrocelli owns directly 2,911,424 shares of Common Stock;
presently exercisable options to purchase 25,000 shares of Common Stock
at an exercise price of $5.00 per share; presently exercisable options
to purchase 100,000 shares of Common Stock at an exercise price of
$5.50 per share, and presently exercisable options to purchase 33,333
shares of Common Stock at an exercise price of $11.00 per share. Does
not include shares held by the wife, adult children or the
grandchildren of Mr. Petrocelli. Mr. Petrocelli disclaims beneficial
ownership of the shares held by his wife, adult children and
grandchildren.
(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. Mrs. Petrocelli disclaims beneficial ownership of
the shares held by her husband, adult children and grandchildren.
(3) 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; presently exercisable options
to purchase 20,000 shares of Common Stock at an exercise price of $5.50
per share; and presently exercisable options to purchase 1,667 shares
of Common Stock at an exercise price of $11.00 per share.
(4) Consists of presently exercisable options to purchase 20,000 shares of
Common Stock at an exercise price of $5.50 per share.
(5) 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
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<PAGE>
beneficial ownership of all shares owned by Mr. Lorber's wife and the
Howard M. Lorber Irrevocable Trust.
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, 1994.
Specific descriptions of these transactions are provided below.
In connection with the purchase of an interest in a real estate loan from
Arnold Penner in 1992 the Company issued a Note in the amount of $198,000. The
Note bore interest at 10% per annum and was fully satisfied in February 1995.
During 1994 the Company advanced, in the aggregate, $360,000 to A.F.
Petrocelli. These advances bore interest at 1% over the Company's borrowing rate
under its revolving credit facility. All amounts advanced have been repaid
together with accrued interest thereon.
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 bore interest at 15% per annum, payable monthly, and matured
and was fully satisfied 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. Five Million Dollars
was 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), officers of
the Company ($39,000) and certain unrelated parties, including a former Director
($908,000). The note bore interest at 15% per annum, payable monthly and was
fully satisfied together with accrued interest in February 1995. In addition,
the participants received a commitment fee of 3% on their advances from the
borrower. 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNITED CAPITAL CORP.
Dated: May 1, 1995 By: /s/ Dennis Rosatelli
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Dennis Rosatelli, Vice President and
Chief Financial Officer
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