<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C> <C> <C>
[X] Preliminary Proxy Statement [X] Confidential, for Use of the Commission Only
[ ] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2)
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to
Section 240.1a-11(c) or Section 240.1a-12
</TABLE>
PMC Capital, Inc.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
PMC Capital, Inc.
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 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:*
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
* Set forth amount on which the filing is calculated and state
how it was determined.
[ ] 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.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE> 2
PRELIMINARY COPY -- FOR THE INFORMATION OF THE
SECURITIES AND EXCHANGE COMMISSION ONLY
PMC CAPITAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, MAY 22, 1996
To the Shareholders of
PMC CAPITAL, INC.:
The Annual Meeting of Shareholders of PMC Capital, Inc. (the
"Company") will be held at its corporate headquarters, 17290 Preston Road, 3rd
Floor, Dallas, Texas, on Wednesday, May 22, 1996, at 10:00 a.m., local time,
for the following purposes:
(1) To elect three directors, each to hold office for a term of
three years and until their respective successors shall have
been elected and qualified;
(2) To amend the Company's Articles of Incorporation to increase
the Company's authorized common stock from 15,000,000 to
30,000,000 shares;
(3) To ratify the appointment of Coopers & Lybrand L.L.P. as the
independent public accountants of the Company; and
(4) To transact such other business as may properly come before
such meeting.
March 29, 1996 has been fixed as the date of record for determining
shareholders entitled to receive notice of and to vote at the Annual Meeting.
By Order of the Board of Directors,
Lance B. Rosemore,
Secretary
April 12, 1996
YOUR VOTE IS IMPORTANT. PLEASE DATE, VOTE, SIGN AND MAIL BACK THE
ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE. THE ENCLOSED RETURN ENVELOPE MAY
BE USED FOR THAT PURPOSE.
<PAGE> 3
PRELIMINARY COPY -- FOR THE INFORMATION OF THE
SECURITIES AND EXCHANGE COMMISSION ONLY
PMC CAPITAL, INC.
PMC CAPITAL BUILDING
17290 PRESTON ROAD
THIRD FLOOR
DALLAS, TEXAS 75252
PROXY STATEMENT
The persons named in the accompanying form of proxy have been
authorized to solicit proxies from shareholders of PMC Capital, Inc. (the
"Company") on behalf of the Board of Directors of the Company for use at the
Annual Meeting of Shareholders to be held on May 22, 1996 (the "Annual
Meeting") and at any adjournments thereof. The notice of the Annual Meeting,
the proxy statement and the form of proxy are mailed to shareholders of the
Company on or about April 12, 1996. Any shareholder giving a proxy in the
accompanying form will retain the power to revoke it prior to its exercise by
later proxy received by the Company or by giving notice of revocation to the
Company in writing or at the Annual Meeting.
RECORD DATE; VOTING SECURITIES
The record date for shareholders entitled to vote at the Annual
Meeting is the close of business on March 29, 1996 (the "Record Date") at which
time the Company had issued and outstanding __________ shares of its common
stock, par value $.01 per share (the "Common Stock"). The Common Stock is the
only class of capital stock of the Company issued and outstanding. In deciding
all questions, a holder of Common Stock shall be entitled to one vote for each
share.
PURPOSE OF THE ANNUAL MEETING
At the Annual Meeting, the Company's shareholders will be asked to
consider and vote on the following proposals:
(i) To elect three directors for terms to expire at the 1999
annual meeting of shareholders and until their respective
successors have been elected and qualified;
(ii) To amend the Company's Articles of Incorporation, as amended
(the "Articles") to increase the authorized Common Stock from
15,000,000 to 30,000,000 shares;
(iii) To ratify the appointment of Coopers & Lybrand L.L.P. as the
independent public accountants of the Company; and
<PAGE> 4
(iv) To transact such other business as may properly come before
the Annual Meeting.
The Board of Directors does not know of any other matter that is to come before
the Annual Meeting. If any other matters are properly presented for
consideration, however, the persons authorized by the enclosed proxy will have
directions to vote on such matters in accordance with their best judgment.
QUORUM AND VOTING REQUIREMENTS
The holders of record of a majority of the outstanding shares of
Common Stock at the Record Date will constitute a quorum for the transaction of
business at the Annual Meeting. If a quorum should not be present or
represented at the Annual Meeting, the shareholders present or represented at,
the Annual Meeting may adjourn the Annual Meeting from time to time without
notice other than announcement at the Annual Meeting until a quorum is
obtained.
Each share of Common Stock may be voted for up to three (3)
individuals (the number of directors to be elected) as directors of the
Company. The three (3) nominees for director receiving the highest number of
votes cast by holders of shares of Common Stock present or represented by proxy
at the Annual Meeting, if a quorum is present thereat, will be elected as
directors by the Company. It is intended that, unless authorization to vote
for one or more nominees for director is withheld, proxies will be voted FOR
the election of all of the nominees set forth in this Proxy Statement.
Approval of a majority of the shares of Common Stock represented and
voting at the Annual Meeting will be necessary for the approval of the
amendment to the Articles and for ratification of the selection of Coopers &
Lybrand L.L.P. as independent auditors for the Company for the year ending
December 31, 1996.
Votes cast by proxy or in person will be counted by two persons
appointed by the Company to act as inspectors for the Annual Meeting. The
election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for the purpose of
determining the presence of a quorum and of determining the outcome of any
matter submitted to the shareholders for a vote; however, abstentions will not
be deemed outstanding and, therefore, will not be counted in the tabulation of
votes on the proposals presented to the shareholders.
The election inspectors will treat shares referred to as "broker
non-votes" (i.e., shares held by brokers or nominees as to which instructions
have not been received from the beneficial owners and as to which the broker or
nominee does not have discretionary voting power on a particular matter) as
shares that are present and entitled to vote for the purpose of determining the
presence of a quorum. However, for the purpose of determining the outcome of
any matter as to which the broker or nominee has indicated on the proxy that it
does not have discretionary authority to vote, those shares will be treated as
not present and not entitled to vote with respect to that matter (even though
those shares are considered entitled to vote for quorum purposes and may be
entitled to vote on other matters).
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<PAGE> 5
RIGHT TO REVOKE PROXY
Any shareholder giving the proxy enclosed with the Proxy Statement has
the power to revoke such proxy at any time prior to the exercise thereof by
giving notice of such revocation, or by delivering a later-dated proxy, to the
Secretary of the Company prior to the Annual Meeting. Shareholders will also
have an opportunity to revoke their proxies by attending the Annual Meeting and
voting in person (although attendance at the Annual Meeting will not in and of
itself constitute a revocation of a proxy).
I. ELECTION OF DIRECTORS
GENERAL
The Company's Articles of Incorporation currently provide for a Board
of Directors of not less than five (5) and no more than twenty (20) directors,
as fixed, from time to time, by the Board of Directors. Pursuant to the
Articles of Incorporation, the directors are divided into three classes, with
each class serving a three-year term and one class being elected by the
shareholders annually. The Board of Directors currently consists of nine (9)
members divided among the three classes of directors.
NOMINEES
Set forth below is the principal occupation of, and certain other
information with respect to, each of the nominees for election as a director of
the Company, to hold office until the 1999 annual meeting of shareholders and
until their respective successors shall have been elected and qualified. THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE TO ELECT THE THREE CURRENT NOMINEES
FOR DIRECTORS.
DR. MARTHA GREENBERG* - Dr. Greenberg, 45, has practiced optometry for
[17] years in Russellville, Alabama. She has been a director of the Company
since 1984.
MR. ROBERT DIAMOND - Mr. Diamond, 64, has been an attorney for 39
years. He is currently of counsel to the law firm of Diamond & Diamond, P.A.,
Millburn, New Jersey. He served as a director of the Company from 1982 to 1992
and rejoined the Board of Directors in January 1994. He served as a member of
the Board of Directors of Allstate Financial Corporation from 1991 to 1993. He
has managed personal investments since 1991.
MR. LEE RUWITCH - Mr. Ruwitch, 82, has managed personal investments
since 1986. Since 1987, he has been the President of the LFR Corporation and
since 1992, he has been a
__________________________________
* Martha R. Greenberg is the daughter of Fredric M. Rosemore and Marion
Rosemore. Consequently, she may be deemed to be an "interested
person" as defined under the Investment Company Act.
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<PAGE> 6
partner in TCA Joint Venture. Each of these entities is principally engaged in
the business of financial investments. Mr. Ruwitch has been active in the
communications industry for over 30 years. Mr. Ruwitch was a director of the
Company from 1984 to December 1993 and rejoined the board in September 1994.
DIRECTORS CONTINUING IN OFFICE
Set forth below is the principal occupation, and certain other
information with respect to, each director of the Company who is continuing in
office following the Annual Meeting.
DR. FREDRIC M. ROSEMORE** - Dr. Rosemore, 72, has been the Chairman of
the Board and Treasurer of the Company since 1983. From 1990 to 1992, Dr.
Rosemore was a Vice President of the Company and from 1979 to 1990, Dr.
Rosemore was the President of the Company. For many years he was engaged in
diverse businesses, including the construction of apartment complexes, factory
buildings, and numerous commercial retail establishments. From 1948 to 1980,
Dr. Rosemore practiced optometry. He has been a director of the Company since
1983. His term as a director expires in 1997.
MR. LANCE B. ROSEMORE** - Mr. Rosemore, 47, has been Chief Executive
Officer of the Company since May 1992, President of the Company since 1990 and
Secretary since 1983. From 1990 to May 1992, Mr. Rosemore was Chief Operating
Officer of the Company. Previously, Mr. Rosemore has owned a consumer finance
company and has been employed by C.I.T. Financial and United Carolina Bank
Shares. Mr. Rosemore has been a trust manager of PMC Commercial Trust, a Texas
real estate investment trust and an affiliate of the Company ("PMC
Commercial"), since June 1993 and a director of the Company since 1983. His
term as a director expires in 1997.
DR. ANDREW S. ROSEMORE** - Dr. Rosemore, 49, has been Chief Operating
Officer of the Company since May 1992 and Executive Vice President of the
Company since 1990. From 1988 to May 1990, Dr. Rosemore was Vice President of
the Company. From 1973 to 1988, Dr. Rosemore owned and managed commercial
rental properties, apartment complexes and factory buildings. Since 1972, Dr.
Rosemore has been a licensed physician in Alabama. Dr. Rosemore has been a
trust manager of PMC Commercial since June 1993 and a director of the Company
since 1988. His term as a director expires in 1997.
DR. IRVIN M. BORISH - Dr. Borish, 83, served as Benedict
(Distinguished) Professor of Optometry at the University of Houston after
retiring from Indiana University, where he holds the status of Professor
Emeritus. He operated a private practice of optometry for over thirty
__________________________________
** Lance B. Rosemore and Andrew S. Rosemore are the sons of Fredric M.
Rosemore and Marion Rosemore. Fredric M. Rosemore, Marion Rosemore
and Andrew S. Rosemore each own in excess of 5% of the outstanding
shares of Common Stock. Consequently, all such persons may be deemed
to be "interested persons" as defined under the Investment Company Act
of 1940, as amended (the "Investment Company Act").
4
<PAGE> 7
years. He is the author of a major text in his field and holds five patents in
contact lenses. He has been a director of the Company since 1989. His term as
director expires in 1998.
MR. THOMAS HAMILL - Mr. Hamill, 42, has been the President, Chief
Executive Officer and a director of Caliban Holdings and its subsidiaries,
including Belvedere Holdings Ltd., Belvedere Insurance Co., Ltd. ("Belvedere"),
Prospero Insurance Company, Ltd. and Ariel Ltd. since 1993. From 1989 to
1993, Mr. Hamill was the President, Chief Operating Officer and a director of
Belvedere. From September 1986 to December 1989, Mr. Hamill was Vice President
of Belvedere America Re and Vice President and Secretary of Belvedere
Corporation. Mr. Hamill is the Chairman of the Board and a non-executive
director of Midlands Management Corporation. Mr. Hamill has been a director of
the Company since 1992, when he was elected pursuant to an agreement between
the Company and Belvedere in April 1991 whereby the directors of the Company
agreed at that time to support a representative of Caliban Holdings in his
candidacy for director in exchange for Belvedere's purchase of 185,000 shares
of Common Stock. His term as director expires in 1998.
MR. BARRY A. IMBER - Mr. Imber, 49, has been a principal of Imber and
Company, Certified Public Accountants, or its predecessor, since 1982. Imber
and Company was the independent certified public accountant for the Company and
its subsidiaries for the years ended December 31, 1988 through December 31,
1991. Mr. Imber was trust manager of PMC Commercial from September 1993 to
March 1995 and a director of the Company since March 1995. His term as
director expires in 1998.
NOMINATIONS FOR ELECTION TO THE BOARD OF DIRECTORS
The Company does not have a nominating committee. The Board of
Directors considers persons who will be eligible or desirable for membership on
the Board of Directors. Names are solicited from all directors and an effort
is made to obtain information with respect to all such potential nominees for
the position of director. Shareholders wishing to recommend candidates for
consideration by the Board of Directors can do so by writing to the Secretary
of the Company at its offices in Dallas, Texas.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors had four regular (including video conferences)
meetings, and conducted three special meetings via telephonic conference,
during 1995. Each person who was a director for the entire year attended or
participated in at least 75% of all meetings held by the Board of Directors and
all committees on which such director served during such year. Non-employee
directors were compensated $500 for each meeting they attended. The Company
reimburses the directors for the travel expenses incurred by them in connection
with such meetings.
The Audit Committee of the Board of Directors is currently comprised
of Mr. Hamill and Mr. Imber. The principal functions of the Audit Committee
are to oversee the financial reporting policies, the accounting issues, the
portfolio valuation and the entire audit function of the
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<PAGE> 8
Company. The Audit Committee reports its activities to the Board of Directors.
The Audit Committee holds meetings at such times as may be required for the
performance of its functions and, during the year ended December 31, 1995, held
one meeting.
There is no compensation committee; however, the Board of Directors as
a whole performs the functions of such committee. The Company has appointed an
Independent Directors Committee currently consisting of Dr. Borish, Mr. Hamill,
Mr. Ruwitch, Mr. Diamond and Mr. Imber, each of whom is otherwise disinterested
with respect to the Company. The Independent Directors Committee, which held
four meetings during 1995, reviews all proposed affiliated transactions to
ensure that such transactions do not violate the appropriate provisions of the
Investment Company Act.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no Compensation Committee. Each of Mr. Lance
Rosemore and Dr. Andrew Rosemore participated in deliberations of the Company's
Board of Directors concerning executive compensation for the year ended
December 31, 1995. Mr. Lance Rosemore and Dr. Andrew Rosemore serve as
executive officers and members of the Board of Trust Managers of PMC
Commercial.
EXECUTIVE OFFICERS
The following table sets forth the names and ages of the executive
officers of the Company (each of whom serves at the pleasure of the Board of
Directors), all positions held with the Company by each individual, and a
description of the business experience of each individual for at least the past
five years.
<TABLE>
<CAPTION>
Name Age Title
---- --- -----
<S> <C> <C>
Dr. Fredric M. Rosemore 72 Chairman of the Board and Treasurer
Mr. Lance B. Rosemore 47 President, Chief Executive
Officer and Secretary
Dr. Andrew S. Rosemore 49 Executive Vice President and
Chief Operating Officer
Mr. Jan F. Salit 45 Executive Vice President,
Chief Investment Officer
and Assistant Secretary
Mr. Barry N. Berlin 35 Chief Financial Officer
Ms. Mary J. Brownmiller 41 Senior Vice President
Mr. Lorin J. Riskind 40 Senior Vice President
</TABLE>
6
<PAGE> 9
For a description of the business experience of Drs. Fredric Rosemore
and Andrew Rosemore and Mr. Lance Rosemore, see "Election of Directors" above.
Mr. Salit has been Executive Vice President of the Company since May
1993 and Chief Investment Officer since March 1994. Mr. Salit has also been
Executive Vice President of PMC Commercial since June 1993 and Chief Investment
Officer and Assistant Secretary since January 1994. From 1979 to 1992, Mr.
Salit was employed by Glenfed Financial Corporation and its predecessor
company, Armco Financial Corporation, a commercial finance company, holding
various positions including Executive Vice President and Chief Financial
Officer.
Mr. Berlin has been Chief Financial Officer of the Company since
November 1992. Mr. Berlin has also been Chief Financial Officer of PMC
Commercial since June 1993. From August 1986 to November 1992, he was an audit
manager with Imber & Company, Certified Public Accountants.
Ms. Brownmiller has been Senior Vice President of the Company since
1992 and Vice President of the Company since November 1989. Ms. Brownmiller
has also been Senior Vice President of PMC Commercial since June 1993. From
1987 to 1989, she was Vice President for Independence Mortgage, Inc., a Small
Business Association ("SBA") lender. From 1976 to 1987, Ms. Brownmiller was
employed by the SBA, holding various positions including senior loan officer.
Mr. Riskind has been Senior Vice President of the Company since
February 1992. Mr. Riskind has also been Senior Vice President of PMC
Commercial since June 1993. From 1984 to 1992, Mr. Riskind was employed by
NationsBank, holding various positions including Vice President in Commercial
Lending.
MANAGEMENT COMPENSATION
The following table sets forth the aggregate amount of compensation
paid by the Company during 1995 to each of the three highest paid executive
officers and to all directors of the Company during fiscal year 1995.
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<PAGE> 10
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Total
Profit Sharing Total Profit Compensation
Capacities in Which Contribution Sharing Benefits Paid
Remuneration Aggregate Accrued During Accrued by Company
Name of Person Received Compensation (1) Last Fiscal Year (2) to Date (3) to Directors
-------------- ------------------- ---------------- -------------------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Dr. Fredric M. Rosemore Chairman of Board $ _______ $ _______ $ _______
Mr. Lance B. Rosemore President, Chief _______ _______ _______
Executive Officer
Dr. Andrew S. Rosemore Executive Vice _______ _______ _______
President, Chief
Operating Officer
Dr. Irvin M. Borish Director $ 1,500
Mr. Thomas Hamill Director 2,500
Mr. Barry A. Imber Director 1,500
Dr. Martha Greenberg Director 2,000
Mr. Robert Diamond Director 2,000
Mr. Lee Ruwitch Director 2,000
</TABLE>
- -------------------
(1) The Company has determined that the amount of perquisites and other
personal benefits paid to each of the executive officers listed in the
compensation table does not exceed the lesser of $50,000 or 10% of
each such person's annual salary and bonus reported in such table and
that the aggregate amount of perquisites and other personal benefits
paid to all executive officers and directors as a group does not
exceed the lesser of 10% of all such person's annual salary and bonus
or $750,000 ($50,000 multiplied by fifteen, the number of executive
officers and directors). Accordingly, none of such perquisites and
other personal benefits is included in the above table.
(2) The participants in the Company's profit sharing plan (the "Plan")
consist of all employees who are at least 20-1/2 years old, have been
employed by the Company for six months and are employed at the end of
each fiscal year or have died, become totally disabled or retired
after age 65 during such fiscal year. The Plan is intended to qualify
under Section 401(a) of the Internal Revenue Code of 1986, as amended.
A required distribution of $9,685 was paid to Dr. Fredric M. Rosemore.
No monies were withdrawn from the Plan during 1995 for the benefit of
Mr. Lance B. Rosemore or Dr. Andrew S. Rosemore. Lance B. Rosemore
and Fredric M. Rosemore are co-administrators of the Plan.
(3) Total profit sharing benefits accrued to date include contributions
made by the Company on behalf of the participant and plan earnings and
forfeitures allocated to the participant. The Company does not have a
pension plan.
EMPLOYMENT AGREEMENTS
The Company entered into employment agreements with Fredric M.
Rosemore, Lance B. Rosemore, Andrew S. Rosemore, Mary J. Brownmiller, Jan F.
Salit and Barry N. Berlin. Each of these employment agreements provides for at
least annual reviews by the Board of Directors of the salaries contained
therein, with a mandatory minimum increase based on percentage increases to the
cost of living index. In addition, the Board of Directors may determine, in
its discretion, to award bonuses to each of the foregoing persons based on the
Company's performance. Each of the employment agreements also provides that if
a new board of directors of the Company is put in place, as a result of the
acquisition of the Common Stock by an outside
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<PAGE> 11
party or otherwise, and such new board requests the covered executive to resign
or substantially modifies the duties or working conditions of the executive,
the executive could resign and be entitled to be paid by the Company an amount
equal to 2.99 times the average compensation paid to the executive over the
last five years.
II. AMENDMENT OF ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK
The Board of Directors, at a meeting held on March 9, 1996, adopted an
amendment to the Articles, subject to approval by the Company's shareholders,
to increase the number of authorized shares of Common Stock from 15,000,000 to
30,000,000 shares. As of March 31, 1996 ______ shares of Common Stock were
issued and outstanding. Accordingly, only ____ shares of Common Stock are
available for further issuance.
The Board of Directors and management of the Company believe that
additional shares of Common Stock should be authorized to provide the Company
financing flexibility by having authorized, unissued and unreserved shares of
Common Stock available for proper corporate purposes. The proposed increase in
authorized shares would ensure that the Company will continue to have shares of
Common Stock available for future issuance from time to time for proper
corporate purposes such as raising capital for its lending activities and for
working capital. If the Company's shareholders approve the proposed increase in
the number of authorized shares of Common Stock, no further authorization by
shareholder action will be required for the issuance of the additional shares
of Common Stock unless otherwise required by law, regulatory authorities or
stock exchange rules. The Company's shareholders to do have the preemptive
right to purchase or subscribe to any part of any new or additional issuance of
Common Stock and no dissenters' rights arise as a result of the adoption of the
proposed amendment.
The proposed increase in the number of authorized shares of Common
Stock could be considered to be "anti-takeover" in nature if unreserved shares
were issued under circumstances intended to discourage or make more difficult
an attempt by a person or organization to gain control of the Company. Such
issuances may also be specifically designed to frustrate or discourage attempts
to effect a merger with or otherwise gain control of the Company. The Board of
Directors has not, however, designed the proposed increase of authorized shares
of Common Stock as part of an "anti-takeover" strategy.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO
AMEND THE COMPANY'S ARTICLES OF INCORPORATION.
III. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on December 9, 1995, the Board of Directors,
including a majority of the directors who are not "interested persons" (as
defined in the Investment Company Act) of the Company, selected Coopers &
Lybrand L.L.P. as the independent accountants of the Company for the year
ending December 31, 1995, and such selection is submitted to the shareholders
of
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<PAGE> 12
the Company for ratification. Coopers & Lybrand L.L.P. will perform the audit
of the Company's financial statements and prepare the Company's tax returns.
Representatives of Coopers & Lybrand L.L.P. will be in attendance at the Annual
Meeting, will have the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate shareholder questions.
THE BOARD OF DIRECTORS RECOMMENDS THE RATIFICATION OF COOPERS &
LYBRAND L.L.P. AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
10
<PAGE> 13
INFORMATION AS TO SHARE OWNERSHIP
On March 31, 1996, the Company had outstanding _________ shares of
Common Stock. The table below lists, as of the same date, certain information
regarding the beneficial ownership of the Company's Common Stock by all persons
who are known by the Company to be the beneficial owners of more than 5% of the
Company's Common Stock, the directors, the executive officers and by all
executive officers and directors as a group.
<TABLE>
<CAPTION>
Names and Addresses Amount and Nature of Percent of
of Beneficial Owners Beneficial Ownership Ownership
-------------------- ---------------------- ----------
<S> <C> <C>
Dr. Irvin Borish (1) _______ _______%
4000 Hollywood Blvd.
Suite 435 South
Hollywood, Florida 33021
Dr. Martha R. Greenberg *(2) _______ _______%
P.O. Box 1177
Russellville, Alabama 35653
Mr. Thomas Hamill(3) _______ **
4000 Hollywood Blvd.
Suite 435 South
Hollywood, Florida 33021
Dr. Andrew S. Rosemore*(4) _______ _______%
17290 Preston Road, 3rd Floor
Dallas, Texas 75252
Dr. Fredric Rosemore*(5) _______ _______%
4000 Hollywood Blvd.
Suite 435 South
Hollywood, Florida 33021
Mrs. Marion Rosemore (6) _______ _______%
4000 Hollywood Blvd.
Suite 435 South
Hollywood, Florida 33021
Mr. Lance B. Rosemore*(7) _______ _______%
17290 Preston Road, 3rd Floor
Dallas, Texas 75252
Ms. Susan R. Friedman*(8) _______ _______%
17290 Preston Road, 3rd Floor
Dallas, Texas 75252
Mr. Robert Diamond _______ _______%
4000 Hollywood Blvd.
Suite 435 South
Hollywood, Florida 33021
</TABLE>
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<PAGE> 14
<TABLE>
<CAPTION>
Names and Addresses Amount and Nature of Percent of
of Beneficial Owners Beneficial Ownership Ownership
-------------------- ---------------------- ----------
<S> <C> <C>
Mr. Barry A. Imber _______ **
4000 Hollywood Blvd.
Suite 435 South
Hollywood, Florida 33021
Mr. Lee Ruwitch (9) _______ _______%
4000 Hollywood Blvd.
Suite 435 South
Hollywood, Florida 33021
Mr. Barry N. Berlin _______ **
17290 Preston Road, 3rd Floor
Dallas, Texas 75252
Mr. Jan F. Salit (10) _______ **
17290 Preston Road, 3rd Floor
Dallas, Texas 75252
Ms. Mary J. Brownmiller _______ **
17290 Preston Road, 3rd Floor
Dallas, Texas 75252
Mr. Lorin Riskind _______ **
17290 Preston Road, 3rd Floor
Dallas, Texas 75252
Directors and executive officers _______ _______%
as a group (14 persons)
</TABLE>
- -------------------
(1) Includes 44,500 shares held jointly with his wife and 90,500 shares
held in the Irvin B. Borish Revocable Trust.
(2) Includes 11,465 shares in which her minor children have a beneficial
interest, 52,120 shares held in an individual retirement account
133,500 shares held jointly with her husband, and 108,426 shares held
in a pension trust. Does not include 225,660 shares owned by Dr.
Sidney Greenberg, the husband of Dr. Martha Greenberg, as to which
shares she disclaims any beneficial interest.
(3) Does not include 313,000 shares held by two companies of which Mr.
Hamill is a director.
(4) Includes 39,000 shares held jointly with his wife, 14,350 shares held
as custodian for his minor children, 192,000 shares held in a
retirement benefit plan, 137,800 shares held in an individual
retirement rollover account and 4,100 shares held in an individual
retirement account.
(5) Does not include 1,600 shares owned by Marion Rosemore, the wife of
Dr. Fredric M. Rosemore, as to which shares he disclaims any
beneficial interest. Includes 269,537 shares held jointly with his
wife, 300,000 shares held in trust for Fredric and Marion Rosemore,
10,590 shares held in the Rosemore Family Charitable Trust and 30,250
shares held in an individual retirement account.
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<PAGE> 15
(6) Includes 269,537 shares held jointly with her husband, Dr. Fredric M.
Rosemore, 300,000 shares held in trust for Fredric and Marion
Rosemore, 32,300 shares held jointly with certain other persons and
2,550 shares held in an individual retirement account.
(7) Includes 900 shares in which his minor children have beneficial
interest, 53,111 shares held jointly with his wife and 9,120 shares
held in an individual retirement account. Does not include shares
owned individually by Lance B. Rosemore's wife, as to which shares he
disclaims any beneficial interest.
(8) Includes 4,476 shares in which her minor children have a beneficial
interest and 2,615 shares held in an individual retirement account.
(9) Includes 5,525 shares held in the name of his wife. Does not include
shares owned individually by other members of his family, as to which
shares he disclaims any beneficial interest.
(10) Consists of 505 shares held in an individual retirement account.
* Lance B. Rosemore and Andrew S. Rosemore are the sons, and Martha R.
Greenberg and Susan R. Friedman are the daughters, of Fredric M.
Rosemore and Marion Rosemore. Fredric M. Rosemore, Marion Rosemore
and Andrew S. Rosemore each own in excess of 5% of the shares of the
Company. Consequently, all such persons may be deemed to be
"interested persons" as defined under the Investment Company Act.
** Less than 1.0%
CERTAIN AFFILIATED TRANSACTIONS
A corporation controlled by certain of the executive officers and
directors of the Company owns the office building at 17290 Preston Road,
Dallas, Texas, in which the Company leases approximately 12,400 square feet of
space. A substantial portion of the Company's space under the lease (10,693
square feet) was leased on November 23, 1991 and is currently rented at
$117,890 per year. The lease expires in 2006. Management believes that these
terms are no less favorable to the Company than those which the Company could
obtain in an unaffiliated transaction. On August 4, 1992, such lease was
amended to allow the Company to terminate such lease without the penalty upon
60 days written notice to the landlord. The decision whether or not the
Company will continue the lease will be made by the Independent Directors
Committee on an annual basis.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders that are intended by such persons to be
presented at the 1997 Annual Meeting of Shareholders of the Company and to be
included in the Company's proxy statement and form of proxy relating to such
meeting must be received by the Company not later than December 14, 1996.
Shareholder proposals will be presented at the 1996 Annual Meeting of
Shareholders only to the extent that such proposals meet certain guidelines
established under federal securities laws. Proposals should be sent to Lance
B. Rosemore, Secretary, 17290 Preston Road, 3rd Floor, Dallas, Texas 75252.
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COSTS OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. The
Company may request banks, brokerage house and other custodians, nominees and
fiduciaries to forward copies of the proxy materials to beneficial holders of
the shares, or to request authority for the execution of the proxies, and the
Company may reimburse such banks, brokerage house and other custodians,
nominees and fiduciaries for their out-of-pocket expenses incurred in
connection therewith. In addition to solicitations by mail, officers of the
Company may, without extra remuneration, make supplementary solicitations of
proxies personally or by telephone, telegram or cable.
OTHER MATTERS
Management of the Company is not aware of any other matters to be
presented for action at the Annual Meeting; however, if any such matters are
properly presented for action, it is the intention of the persons named in the
enclosed form of proxy to act in accordance with their best judgment on such
matters. It is important that proxies be returned promptly to avoid
unnecessary expense. Shareholders are urged, regardless of their number of
shares of Common Stock, to date, sign and return the enclosed proxy.
By Order of the Board of Directors
April 12, 1996 LANCE B. ROSEMORE
Secretary
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REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF PMC CAPITAL, INC.
The undersigned hereby appoint(s) Barry N. Berlin and Jan F. Salit, or
either of them, with full power of substitution and resubstitution, proxies of
the undersigned, with all of the powers that the undersigned would possess if
personally present, to cast all votes which the undersigned would be entitled
to cast at the Annual Meeting of Shareholders (the "Annual Meeting") of PMC
Capital, Inc. (the "Company") to be held on Wednesday, May 22, 1996, at the
offices of the Company, 17290 Preston Road, 3rd Floor, Dallas, Texas,
commencing at 10:00 a.m., local time, and any and all adjournments thereof,
including (without limiting the generality of the foregoing) to vote and act as
follows:
1. Election of directors.
[ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as indicated to the the nominees listed below
contrary)
Martha Greenberg Robert Diamond Lee Ruwitch
Instruction: To withhold authority to vote for any individual
nominee(s), write the name(s) here:
---------------------------------------------
- --------------------------------------------------------------------------------
2. Proposal to approve an amendment to the Company's Articles of
Incorporation, as amended, to increase the authorized number of shares of
common stock from 15,000,000 shares to 30,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to ratify the appointment of Coopers & Lybrand L.L.P. as
independent auditors for the Company for the fiscal year ending December 31,
1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting. THIS PROXY WILL BE
VOTED AT THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF IN ACCORDANCE WITH THE
INSTRUCTIONS SET FORTH ABOVE OR, IN THE EVENT NO INSTRUCTIONS ARE SET FORTH,
THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR DIRECTOR AND FOR
PROPOSALS 2 AND 3. This proxy hereby revokes all prior proxies given with
respect to the shares of the undersigned.
<PAGE> 18
Your Board of Directors unanimously recommends that you vote FOR each of
the nominees for director and for Proposals 2 and 3. Accordingly, please
complete, sign, date and return this proxy in the envelope provided for such
purpose. No postage is required for mailing in the United States.
Date: , 1996
-------------- ----------------------------------------
Signature(s)
----------------------------------------
Signature(s)
IMPORTANT: Please date this proxy and
sign exactly as your name appears to
the left. If shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give title
as such. If a corporation, please sign
in full corporate name by president or
other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
