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
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2)
/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)
- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than Registrant)
Payment of filing fee (check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
<PAGE>
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
UNITED CAPITAL CORP.
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 7, 2000
--------------
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, 9 Park Place, Great Neck, New York 11021,
on June 7, 2000, at 10:00 A.M., Local Time, for the following purposes:
1. To elect four (4) 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 Incentive Stock Option Plan
(the "Plan") to (i) provide for the grant of non-qualified stock
options under the Plan, (ii) enable the holders of 10% or more of the
total combined voting power of the Company to receive non-qualified
options at fair market value with a term of ten years and (iii) allow
non-employees to receive grants under the Plan; and
3. 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 May 12, 2000
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
ANTHONY J. MICELI
Secretary
Dated: May 15, 2000
<PAGE>
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.
9 PARK PLACE
GREAT NECK, NEW YORK 11021
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
JUNE 7, 2000
----------------
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 2000
Annual Meeting of Stockholders of the Company (the "Meeting") to be held at the
offices of the Company, 9 Park Place, Great Neck, New York 11021, on June 7,
2000, at 10:00 A.M., Local Time, or at any adjournment thereof.
The principal executive offices of the Company are located at 9 Park
Place, 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 15, 2000.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on May 12, 2000,
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 4,730,915 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.
<PAGE>
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) for various amendments to the Company's 1988 Incentive Stock
Option Plan (the "Plan") and (iii) 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
at 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. For
purposes of determining the presence of a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (i.e., proxies from brokers or
nominees indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote shares on a particular matter
with respect to which the brokers or nominees do not have discretionary power)
will be treated as shares that are present but which have not been voted.
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:
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<PAGE>
Name and Address Shares Percentage
of Beneficial Owner Beneficially Owner of Class(6)
------------------- ------------------ -----------
A.F. Petrocelli 3,189,305(1)(2) 61.3%
9 Park Place
Great Neck, NY 11021
Beverly Petrocelli 500,000(2) 10.6%
c/o 9 Park Place
Great Neck, NY 11021
Anthony J. Miceli 76,300(3) 1.6%
9 Park Place
Great Neck, NY 11021
Arnold S. Penner 16,000(4) *
249 East 71st Street
New York, NY 10021
Howard M. Lorber 124,500(5) 2.6%
70 E. Sunrise Highway
Valley Stream, NY 11581
All executive officers and 3,406,105(1)(3) 64.1%
directors as a group (4 (4)(5)
persons)
* Less than 1%
(1) Mr. Petrocelli owns directly 2,716,924 shares of Common Stock and
presently exercisable options or options exercisable within 60 days of
May 12, 2000 to purchase 472,381 shares of Common Stock. 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) Consists of 1,300 shares of Common Stock and presently exercisable
options or options exercisable within 60 days of May 12, 2000 to
purchase 75,000 shares of Common Stock.
(4) Consists of 16,000 shares issuable upon the exercise of options which
are exercisable within 60 days of May 12, 2000.
(5) Includes 30,000 shares owned by Hallman & Lorber Associates Profit
Sharing Plan (an entity in which Mr. Lorber may be deemed to be a
control person) and 36,800 shares owned by the Howard M. Lorber
Irrevocable Trust. Mr. Lorber disclaims beneficial ownership of all
shares owned by Hallman & Lorber Associates Profit Sharing Plan and the
Howard M. Lorber Irrevocable Trust.
-3-
<PAGE>
Also includes 16,000 shares issuable upon the exercise of options which
are exercisable within 60 days of May 12, 2000.
(6) Includes the shares of Common Stock subject to options which are
presently exercisable or exercisable within 60 days after May 12, 2000
held by directors and executive officers as a group for purposes of
calculating the respective percentages of Common Stock owned by such
individuals or by the executive officers and directors as a group.
-4-
<PAGE>
PROPOSAL I--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. Abstentions
from voting and broker non-votes on the election of directors will have no
effect since they will not represent votes cast at the Meeting for the purpose
of electing directors. All nominees are currently directors of the Company. 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, 56 1981
President and Chief
Executive Officer of the
Company
Anthony J. Miceli Vice President, Chief 37 1996
Financial Officer and
Secretary of the Company
Arnold S. Penner Self-employed real estate 63 1989
investor and broker
Howard M. Lorber President and Chief Operating 51 1991
Officer of New Valley
Corporation
</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 has been President, Chief Executive Officer and Chairman of the Board
of Prime Hospitality Corp. ("Prime"), a New York Stock Exchange listed company
since 1998, and a Director of Prime since 1992, a Director of Boyer Value Fund
(a public mutual fund), a Director
-5-
<PAGE>
of Philips International Realty Corp. ("Philips") and a Director of Nathan's
Famous Inc. ("Nathan's").
ANTHONY J. MICELI has been a Director and a Vice President and Chief
Financial Officer of the Company since June 1996 and prior thereto was the
Corporate Controller of the Company for more than one year. Mr. Miceli is a
Certified Public Accountant and a member of the American Institute of Certified
Public Accountants and New Jersey Society of Certified Public Accountants.
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. Mr. Penner is also a Director
of Philips.
HOWARD M. LORBER has been a Director of the Company since 1991. Mr.
Lorber currently serves as President and Chief Operating Officer of New Valley
Corporation and Mr. Lorber has been a Director of New Valley Corporation for
more than five years. Mr. Lorber has been Chairman of the Board and Chief
Executive Officer of Nathan's for more than the past five years and Chairman of
the Board of Directors and Chief Executive Officer of Hallman & Lorber
Associates, Inc. for more than five years. He has been a director of and member
of the Audit Committee and Compensation Committee of Prime since 1994 and
Chairman since 1998 and he has been a director of PLM International, Inc. since
January 1999.
Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES.
Meetings
The Board of Directors held two meetings during the year ended December
31, 1999. 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, non-employee, directors of the Company. The Audit Committee
annually recommends to the Board of Directors independent public accountants to
serve 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 recommends to the Board of Directors
compensation for the Company's key employees and administers the Plan and the
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<PAGE>
Company's 1988 Joint Incentive and Non-Qualified Stock Option Plan (the "Joint
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 1999 fiscal year, all
compensation awarded to, earned by or paid to the chief executive officer
("CEO") and the most highly compensated executive officer of the Company other
than the CEO who was an executive officer of the Company during the fiscal year
ended December 31, 1999 and whose salary and bonus exceeded $100,000 (one
individual) with respect to the fiscal year ended December 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
--------------------------------------------- ------------------------------
Other Annual
Name and Prinicpal Compensation Number of Compensation
Position Year Salary($) Bonus($) ($)(1) Options ($)
-------- ---- --------- -------- ------ ------- ---
<S> <C> <C> <C> <C> <C> <C>
A.F. Petrocelli, 1999 $650,000 $700,000 ---- 300,000 ----
Chairman of the 1998 650,000 700,000 ---- 300,000 ----
Board, President 1997 650,000 700,000 ---- 222,381 ----
and Chief Executive ----
Officer
Anthony J. Miceli, 1999 $150,577 $100,000 ---- 30,000 ----
Vice President and 1998 142,619 $ 70,000 ---- 30,000 ----
Chief Financial 1997 113,731 $100,000 ---- 30,000 ----
Officer
</TABLE>
(1) Perquisites and other personal benefits, securities or property to each
executive officer did not exceed the lesser of $50,000 or 10% of such
executive officer's salary and bonus.
Option Grants During 1999 Fiscal Year
The following table provides information related to options to purchase
Common Stock granted to the CEO and the named executive officer during 1999. The
Company currently does not have any plans providing for the grant of stock
appreciation rights.
7
<PAGE>
<TABLE>
<CAPTION>
Individual Grants
- --------------------------------------------------------------------------------
% of Total Potential Realizable Value
Options at Assumed Rates of Stock
Granted Price Appreciation for
Number of to Exercise Option Term(2)
Securities Employees or Base --------------------------
Underlying in Fiscal Price
Name Options(#) Year ($/Sh)(1) Expiration Date 5% 10%
- ------------------- ------------- ------------- ---------- --------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
A.F. Petrocelli 300,000 69.1 $14.0625 July 14, 2009 $2,653,149 $6,723,601
Anthony J. Miceli 30,000 6.9 $14.0625 July 14, 2009 $265,315 $672,360
</TABLE>
(1) The option exercise price may be paid in shares of Common Stock owned by
the executive, in cash, or a combination of any of the foregoing, as
determined by the Compensation and Stock Option Committee administering
the Company's stock option plans. The exercise price is equal to or
greater than the fair market value of the Common Stock on the date of
grant.
(2) The potential realizable value portion of the foregoing table
illustrates values that might be realized upon exercise of the options
immediately prior to the expiration of their term, assuming the
specified compounded rates of appreciation on the Company's Common Stock
over the term of the options. These numbers do not take into account
provisions of certain options providing for termination of the option
following termination of employment, non-transferability or differences
in vesting periods. Regardless of the theoretical value of an option,
its ultimate value will depend upon the market value of the Common Stock
at a future date, and that value will depend on a variety of factors,
including the overall condition of the stock market and the Company's
results of operations and financial condition. There can be no assurance
that the values reflected in this table will be achieved.
Fiscal Year End Option Values
The following table provides information related to the exercise of
options by the CEO and the named executive officer and the number and value of
options held by the CEO and the named executive officer at fiscal year end.
<TABLE>
<CAPTION>
Shares Number of Securities Underlying Value of Unexercised In-the-
Acquired Value Unexercised Options at FY-End (#) Money options at FY-End ($)(2)
on Realized ------------------------------- ------------------------------
Name Exercise (1) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
A.F. Petrocelli..... 25,000 $275,000 298,254 574,127 $603,045 $1,479,648
Anthony J. Miceli... 1,300 $14,300 55,000 60,000 $281,875 $145,000
</TABLE>
(1) Based on the difference between the exercise price of the options and
the closing price of a share of Common Stock on June 9, 1999, the date
of exercise as reported on the American Stock Exchange ("AMEX").
(2) Based on the closing price of a share of Common Stock on December 31,
1999 of $18.625, as reported on AMEX.
-8-
<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
160,000............... 22,750 34,125 45,500 56,875 68,250 79,625
</TABLE>
The Company did not make any contributions for the benefit of executive
officers for the year ended December 31, 1999.
The estimated credited years of service for each of the executive
officers named in the Summary Compensation Table is as follows: A.F. Petrocelli
twenty five years and Anthony J. Miceli twelve years, respectively.
Subject to compensation limitations under the Employee Retirement Income
Security Act of 1974, which was $160,000 in 1999, 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
The Company has an 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 three years salary and purchase outstanding
options owned by Mr. Petrocelli. The employment agreement provides for
successive one year terms unless either the Company or Mr. Petrocelli gives the
other written notice that the employment agreement is terminated.
-9-
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
A.F. Petrocelli serves on the Compensation Committee of Nathan's of
which Mr. Howard Lorber is Chairman of the Board and Chief Executive Officer.
Mr. Lorber is a member of the Compensation and Stock Option Committees of the
Company. Mr. Petrocelli also serves as President, Chief Executive Officer and
Chairman of the Board of Prime. Mr. Lorber is Chairman of the Compensation
Committee of Prime. For information relating to transactions involving Messrs.,
Petrocelli and Lorber and the Company, see "Certain Relationships and Related
Transactions."
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
independent and non-employee directors.
Compensation Philosophy
The Compensation and Stock Option Committee's executive compensation
philosophy is to base management's pay, in part, on 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 the impact of
individual initiative and achievement on such financial 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 Company believes that any
compensation received by executive officers in connection with the
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<PAGE>
exercise of options granted under the Joint Plan and the Plan qualifies as
"performance-based compensation."
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
the growth of the Company, the length of the executive's service to the Company
and any increased responsibilities assumed by the executive. Mr. Miceli's base
salary is determined by the Compensation and Stock Option Committee in
consultation with the Chairman of the Board, President and Chief Executive
Officer of the Company.
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.
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 2000. Mr. Petrocelli
received a bonus in 2000 of $700,000 for services rendered during the 1999
fiscal year. The Company believes such bonus is "performance based" for purposes
of Section 162(m) of the Code because the Company's revenues exceeded
$50,000,000 for the year ended December 31, 1999. At the Company's 1998 Annual
Meeting of Stockholders, the Company's stockholders approved a performance
criteria which requires the Company to achieve at least $50,000,000 in total
revenues in order for the Chief Executive Officer to be eligible to receive a
bonus. In addition, in 1999 the Company granted Mr. Petrocelli options to
purchase 300,000 shares of Common Stock.
Compensation and Stock Option Committee
The members of the Compensation and Stock Option Committee are Arnold S.
Penner and Howard M. Lorber.
-11-
<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: Commercial Net Lease Realty Inc., Lexington Corp.
Properties Trust, Realty Income Corp., EQK Realty Investors, Keystone
Consolidated Industries, Inc., Larizza Industries, Inc., Trinet Corp. Realty
Trust Inc., and Pacific Gateway Properties, Inc.
The Peer Group consolidation was completed on a weighted average basis
(market capitalization basis, adjusted at the end of each year). The graph
assumes $100 invested on December 31, 1994, in the Company and each of the other
indices.
TOTAL RETURN TO SHAREHOLDERS REINVESTED DIVIDENDS
INDEXED RETURNS
Years Ending
<TABLE>
<CAPTION>
Base
Company Period
Name/Index Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 Dec 99
<S> <C> <C> <C> <C> <C> <C>
United Capital 100.00 80.88 102.94 311.76 200.00 219.12
Corp.
American Stock 100.00 126.42 134.50 157.86 158.87 202.22
Exchange
Peer Group 100.00 122.46 153.28 189.20 160.52 141.83
</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, 1999.
Specific descriptions of these transactions are provided below.
In September 1996, the Company purchased a 50% interest in a limited
partnership that owns and operates a hotel in Miami Beach, Florida. At the time
of the acquisition, the Company participated in a $2.5 million loan transaction
to the limited partnership secured by a mortgage lien against the property. The
Company advanced approximately $682,500 in connection with this note. The
remaining amounts were advanced by the following: A.F. Petrocelli, $250,000;
Beverly Petrocelli, $1 million; an officer of the Company $100,000; and the
balance by unrelated parties. The note bore interest at 14% per annum payable
monthly and the participants also received a commitment fee of 4%. This note
matured in September 1997 and was extended in accordance with original terms of
the note, for one year, in consideration of a 4% commitment fee. The limited
partnership repaid the full amount outstanding together with
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<PAGE>
accrued interest in July 1998. In January 1999, the Company sold its 50%
interest in the limited partnership. A.F. Petrocelli disclaims beneficial
ownership of the participation interest held by Beverly Petrocelli.
The Company's two hotel properties are managed by Prime, a publicly
traded company for which A.F. Petrocelli is President, Chief Executive Officer
and Chairman of the Board and Howard M. Lorber is a director. Fees paid for the
management of these properties are based upon a percentage of revenue and were
approximately $134,000 for 1999. Included in the Company's marketable securities
at December 31, 1999 was approximately $11,089,000 of Common Stock in Prime
which represents approximately 2.6% of Prime's outstanding shares. Subsequent to
December 31, 1999 the Company purchased an additional 1,245,000 shares of Prime.
In March 1997, the Company completed a $73,250,000 sales/leaseback
transaction with Kmart Corporation for two of its distribution centers located
in Brighton, Colorado and Greensboro, North Carolina. Kmart will lease these
facilities for a minimum of 25 years. These sites encompass over 2.7 million
square feet and service approximately 300 Kmart stores. The Company has taken a
50% equity interest in this transaction. Also participating in this transaction
were Beverly Petrocelli, Arnold Penner, the Howard M. Lorber Irrevocable Trust
and the spouse of a director who have taken approximately an 8% interest in this
transaction. A.F. Petrocelli disclaims beneficial ownership of the participation
interest held by Beverly Petrocelli and Howard M. Lorber disclaims beneficial
ownership of the participation interest held by the Howard M. Lorber Irrevocable
Trust.
In July 1998, the Company participated in a $3 million loan transaction
secured by stock in a corporation whose principal assets were leased equipment
and stock in a cooperative apartment. The Company advanced approximately $1.8
million in connection with this loan. The remaining amounts were advanced by
A.F. Petrocelli, $250,000; and the balance by Beverly Petrocelli. The note,
which matured in August 1999, bore interest at 14% per annum payable monthly.
The participants also received a commitment fee of 4% in connection with the
loan.
In January 2000, the Company participated in a $4.5 million loan
transaction secured by mortgage liens against three properties in New York, New
York. The Company advanced approximately $3.5 million in connection with this
loan. The remaining $1.0 million was advanced by Beverly Petrocelli. The note,
which matures in February 2001, bears interest at 14% per annum payable monthly.
The participants also received a commitment fee of 4% in connection with the
loan. A.F. Petrocelli disclaims beneficial ownership of the participating
interest held by Beverly Petrocelli.
The Company has Indemnity Agreements with certain directors
(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 directors of the Company.
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PROPOSAL II - APPROVAL OF AMENDMENTS TO 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 Plan to (i)
provide for the grant of non-qualified stock options under the Plan, (ii) enable
the holders of 10% or more of the total combined voting power of the Company
("10% Holders") to receive non-qualified options under the Plan at fair market
value with a term of ten years and (iii) provide for the grant of options under
the Plan to non-employees (collectively, the "Amendments"). If the Amendments
are approved, the name of the Plan will change to the Incentive and NonQualified
Plan. The purpose of the 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. The Company believes that the grant of non-qualified options under the
Plan provides greater flexibility so that the above goals can be met. The
Company also believes it is in the best interest of the stockholders if options
can be granted under the Plan to non-employees (including non-employee
Directors) to ensure that the Company can attract and retain talented
individuals, who while not employees of the Company, are working to serve the
best interests of the Company. If the Amendments are approved each option
granted pursuant to the Plan shall be designated at the time of grant as either
an "incentive stock option" or as a "non-qualified stock option." Approximately
300 employees are eligible to participate under the Plan.
The Plan, as proposed to be amended, would authorize the Company to
issue either non-qualified or incentive options to purchase Common Stock until
December 31, 2008 pursuant to the exercise of options granted thereunder. As
part of such Amendments, provisions in the Plan that apply specifically to
incentive stock options will be amended so that the Company may have flexibility
with respect to non-qualified stock options (ie, that non-qualified stock
options granted under the Plan to 10% Holders may be at fair market value (as
opposed to 110% of fair market value) with a term of ten years (as opposed to
five years)). As of the Record Date hereof, stock options to purchase 375,000
shares of Common Stock, at exercise prices ranging from $5.00 to $25.1625 per
share have been granted under the Plan, respectively. Since the enactment of the
Plan, Messrs. Petrocelli and Miceli have been awarded options to purchase an
aggregate of 186,001 shares and 30,150 shares, respectively under the Plan. All
other employees as a group have been awarded options to purchase 158,849 shares
under the Plan. As of the Record Date, stock options to purchase 218,001 shares
were outstanding under the Plan. In addition to the Plan, options have also been
awarded under the Joint Plan.
During the last completed fiscal year, no options to purchase shares of
Common Stock have been granted pursuant to the Plan to (i) Mr. Petrocelli and
Mr. Miceli and (ii) all Non-Executive Officer Directors, as a group.
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Administration of the Plan
The Plan is administered by the Compensation and 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 Compensation and 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 Compensation and Stock Option Committee in its discretion deems relevant.
The Compensation and Stock Option Committee is authorized to amend,
suspend or terminate the 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 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 Compensation and
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. Under the Code, if an incentive stock option is to be granted to a 10%
Holder, 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. Since there is no such requirement with respect to non-qualified
options, as part of enabling non-qualified stock options to be granted under the
Plan, the Company is seeking to amend the Plan to provide that 10% Holders may
receive non-qualified stock options with an exercise price equal to the fair
market value of the Common Stock on the date of grant.
Terms of Options
The Compensation and 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. Under the Code, 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. Since
there is no such requirement with respect to non-qualified options, as part of
enabling non-qualified stock options to be granted under the Plan, the Company
is seeking to amend the Plan to provide that 10% Holders may receive
non-qualified options which expire 10 years from the date of grant. The Plan
provides for the earlier expiration of options of a participant in the event of
certain terminations of employment.
Proposed Amendments
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<PAGE>
If the Amendments are approved, the first sentence of the Plan will be
amended to read in its entirety as follows:
"The Board of Directors, or a stock option committee (hereinafter the
"Committee") designated by it, may from time to time, in its discretion, grant
to eligible employees or non-employees, including non-employee Directors and
Consultants, options (hereinafter the "Options") to purchase an aggregate number
not to exceed 1,325,000 shares of the Common Stock ($.10 par value) of the
Corporation (hereinafter the "Stock"), on the terms and subject to the
conditions hereinafter provided."
If the Amendments are approved, Section 7(a) and 7(b) of the Plan will
be amended to read as follows:
"(a) Option Price - The Option price per share of Stock with
respect to each Option shall be determined by the Board of Directors or
the Committee, as the case may be, on the date the Option is granted;
provided, however, that such price shall not be less than the fair
market value of a share of Stock on the date of grant; and provided,
further, that such price shall not be less than 110% of the fair market
value of a share of Stock on the date of grant for an employee who
receives incentive stock options and who on such date, is the owner of
more than 10% of the total combined voting power of all classes of stock
of the Corporation (a "10% Holder").
(b) Period of Option - In no event (including those specified in
paragraphs (f) and (g) hereof), shall the period of an Option exceed ten
(10) years (or five years with respect to a 10% Holder who receives the
grant of an incentive stock option) from the date on which the Option is
granted."
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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 Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE
AMENDMENTS TO THE 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.
INDEPENDENT AUDITORS
The Board of Directors has not appointed independent auditors for the
year ending December 31, 2000.
The Company's auditors for the year ended December 31, 1999 were Ernst &
Young LLP. The Company annually reviews the selection of its independent
auditors and no selection has been made for the current year.
The Company's auditors for the year ended December 31, 1998 were Arthur
Andersen LLP ("Arthur Andersen"). As stated in the Company's proxy statement
dated May 6, 1999, the Company annually reviews the selection of its independent
auditors. The Company had previously solicited bids from independent accountants
to audit the Company's financial statements for the year ended December 31, 1999
and on October 4, 1999, Arthur Andersen informed the Company that it was
resigning. The Audit Committee voted to appoint Ernst & Young LLP as its new
independent accountants on October 4, 1999.
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 1999 Annual Report for
the year ended December 31, 1999, which contains certified consolidated
financial statements of the Company and its subsidiaries for the year ended
December 31, 1999.
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, 1999
(WITHOUT EXHIBITS), AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BY
WRITING TO ANTHONY J. MICELI, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
SECRETARY AT UNITED CAPITAL CORP., 9 PARK PLACE, GREAT NECK, NEW YORK 11021.
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STOCKHOLDER PROPOSALS
Stockholder proposals made in accordance with Rule 14a-8 under the
Securities Exchange Act of 1934, as amended and intended to be presented at the
Company's 2001 Annual Meeting of Stockholders must be received by the Company at
its principal office in Great Neck, New York no later than January 15, 2001 for
inclusion in the proxy statement for that meeting.
In addition, the Company's By-laws require that a stockholder give
advance notice to the Company of nominations for election to the Board of
Directors and of other matters that the stockholder wishes to present for action
at an annual meeting of stockholders (other than matters included in the
Company's proxy statement in accordance with Rule 14a-8). Such stockholder's
notice must be given in writing, include the information required by the By-laws
of the Company, and be delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of the Company at its principal offices. The
Company must receive such notice not less than 45 days prior to the date in the
current year that corresponds to the date in the prior year on which the Company
first mailed its proxy materials for the prior year's annual meeting of
stockholders. While the Company has not yet set the date of its 2001 Annual
Meeting of Stockholders, if it were held on June 7, 2001 (the date that
corresponds to the date on which the 2000 Annual Meeting is being held), notice
of a director nomination or stockholder proposal made otherwise than in
accordance with Rule 14a-8 would be required to be given to the Company no later
than April 23, 2001.
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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.
Anthony J. Miceli
Secretary
May 15, 2000
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<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
UNITED CAPITAL CORP.
Proxy -- Annual Meeting of Stockholders
June 7, 2000
The undersigned, a stockholder of United Capital Corp., a Delaware
corporation (the "Company"), does hereby appoint A.F. Petrocelli and Anthony J.
Miceli, 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 2000 Annual Meeting of
Stockholders of the Company to be held at the offices of the Company, 9 Park
Place, Great Neck, New York 11021, on June 7, 2000, 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: Howard M. Lorber, Anthony J.
Miceli, Arnold S. Penner, and A.F. Petrocelli to serve until the next annual
meeting of stockholders and until their successors have been duly elected and
qualified.
______ FOR WITHHOLD AUTHORITY TO VOTE FOR
ANY NOMINEE(S),
PRINT NAME(S) BELOW
_______________________________
2. TO APPROVE AMENDMENTS TO THE 1988 INCENTIVE STOCK OPTION PLAN AS
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT
______ FOR _____ AGAINST _____ ABSTAIN
<PAGE>
3. 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
AND AMEND THE 1988 INCENTIVE STOCK OPTION PLAN.
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 15 , 2000, and a copy of either the
Company's Annual Report or Annual Report on Form 10-K for the year ended
December 31, 1999.
Dated _______________________ 2000
_____________________________ (L.S.)
