<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 14a-12
</TABLE>
PMC Capital, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the 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:
-----------------------------------------------------------------------
(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.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE> 2
PMC CAPITAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, MAY 12, 1999
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, 18111 Preston Road, Suite 600,
Dallas, Texas, on Wednesday May 12, 1999, at 9:30 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 ratify the appointment of PricewaterhouseCoopers LLP as the
independent public accountants of the Company; and
(3) To transact such other business as may properly come before such
meeting.
April 2, 1999 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, 1999
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
PMC CAPITAL, INC.
18111 PRESTON ROAD
SUITE 600
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 12, 1999 (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, 1999. 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 April 2, 1999 (the "Record Date") at which time the
Company had issued and outstanding 11,829,116 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 2002 annual
meeting of shareholders and until their respective successors
have been elected and qualified;
(ii) To ratify the appointment of PricewaterhouseCoopers LLP as the
independent public accountants of the Company; and
(iii) 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.
<PAGE> 4
Approval of a majority of the shares of Common Stock represented and
voting at the Annual Meeting will be necessary for ratification of the selection
of PricewaterhouseCoopers LLP as independent public accountants for the Company
for the year ending December 31, 1999.
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).
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 NOMINEES FOR
DIRECTORS.
MR. ROBERT DIAMOND - Mr. Diamond, 67, has been an attorney for 42
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.
DR. MARTHA R. GREENBERG(1) - Dr. Greenberg, 47, has practiced optometry
for 25 years in Russellville, Alabama and currently serves as Chairman of the
Board of Trustees of Southern College of Optometry. Dr. Greenberg has been a
- --------
(1) Martha R. Greenberg is the daughter of Dr. Fredric M. Rosemore.
Consequently, she may be deemed to be an "interested person" as defined under
the Investment Company Act of 1940, as amended (the "Investment Company Act").
2
<PAGE> 5
trust manager of PMC Commercial Trust, a Texas real estate investment trust and
an affiliate of the Company ("PMC Commercial") since May 1996 and a director of
the Company since 1984.
MR. LEE RUWITCH - Mr. Ruwitch, 85, is currently the owner of a
ministorage facility, Regency Storage, Inc. which is located in West Palm Beach,
Florida. Mr. Ruwitch has been involved with the daily management of personal
investments since he sold a major legal newspaper business in 1986. He is the
President of LFR Corporation. He sold his interests in TCA Joint Venture in
Miami in 1997. He is involved with the management of the Francien and Lee
Ruwitch Charitable Foundation in Miami, Florida. 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 of, 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(2) - Dr. Rosemore, 75, 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 2000.
MR. LANCE B. ROSEMORE(2) - Mr. Rosemore, 50, 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 owned a consumer finance
company and was employed by C.I.T. Financial and United Carolina Bank Shares.
Mr. Rosemore has been a trust manager of PMC Commercial since June 1993 and a
director of the Company since 1983. His term as Director expires in 2000.
DR. ANDREW S. ROSEMORE(2) - Dr. Rosemore, 52, 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 Chairman of the Board of PMC Commercial
since January 1994 and a director of the Company since 1989. His term as
Director expires in 2000.
DR. IRVIN M. BORISH - Dr. Borish, 86, 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 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 2001.
MR. THOMAS HAMILL - Mr. Hamill, 45, is vice president of Jardine Sayer
& Company, Inc., the United States reinsurance intermediary subsidiary of
Jardine Lloyd Thompson plc. From 1989 through 1996, Mr. Hamill was the President
of Caliban Holdings Ltd. ("Caliban") and its subsidiaries, including Belvedere
Insurance Company Ltd. ("Belvedere"). From September 1986 through December 1989,
Mr. Hamill was Vice President of Belvedere Corporation. Mr. Hamill is a
non-executive director and Chairman of the Board of Caliban, Belvedere and
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 2001.
- --------
(2) Mr. Lance B. Rosemore and Dr. Andrew S. Rosemore are the sons of Dr.
Fredric M. Rosemore. Dr. Fredric M. Rosemore and Dr. 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.
3
<PAGE> 6
MR. BARRY A. IMBER - Mr. Imber, 52, 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
2001.
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 and telephonic
conferences) meetings, and conducted no special meetings, during 1998. Each
person who was a director for the entire year attended or participated in at
least 75% of all regular 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. Thomas Hamill and Mr. Barry 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 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, 1998, 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 1998, 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 B.
Rosemore and Dr. Andrew S. Rosemore participated in deliberations of the
Company's Board of Directors concerning executive compensation for the year
ended December 31, 1998. 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.
Name Age Title
---- --- -----
Dr. Fredric M. Rosemore 75 Chairman of the Board and Treasurer
Mr. Lance B. Rosemore 50 President, Chief Executive
Officer and Secretary
Dr. Andrew S. Rosemore 52 Executive Vice President and
Chief Operating Officer
Mr. Jan F. Salit 48 Executive Vice President,
Chief Investment Officer
and Assistant Secretary
Mr. Barry N. Berlin 38 Chief Financial Officer
Ms. Mary J. Brownmiller 44 Senior Vice President
Ms. Cheryl T. Murray 32 General Counsel
4
<PAGE> 7
For a description of the business experience of Drs. Fredric Rosemore
and Andrew Rosemore and Mr. Lance Rosemore, see "Directors Continuing in Office"
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. Mr. Berlin is a
certified public accountant.
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. Ms.
Brownmiller is a certified public accountant.
MS. MURRAY has been General Counsel of the Company since March 1994.
Ms. Murray has also been General Counsel of PMC Commercial since March 1994.
From 1992 to 1994 she was associated with the law firm of Johnson & Gibbs, P.C.
and practiced in the financial services department. Ms. Murray earned her law
degree from Northwestern University School of Law.
MANAGEMENT COMPENSATION
The following table sets forth the aggregate amount of compensation
paid by the Company during 1998 to each of the three highest paid executive
officers and to all directors of the Company during fiscal year 1998.
5
<PAGE> 8
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 to Directors
-------------- -------- ---------------- -------------------- ------- ------------
<S> <C> <C> <C> <C> <C>
Dr. Fredric M. Rosemore Chairman of Board $ 87,500 $ 9,068 $205,413
Mr. Lance B. Rosemore President, Chief 379,410 19,670 222,853
Executive Officer
Dr. Andrew S. Rosemore Executive Vice 357,515 19,670 187,594
President, Chief
Operating Officer
Mr. Jan F. Salit Executive Vice 197,272 19,670 73,077
President, Chief
Investment Officer
Dr. Irvin M. Borish Director $ 1,500
Mr. Thomas Hamill Director 2,000
Mr. Barry A. Imber Director 2,500
Dr. Martha R. Greenberg Director 2,000
Mr. Robert Diamond Director 1,500
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 $650,000
($50,000 multiplied by 13, 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 $28,699 was paid to Dr. Fredric M. Rosemore.
No monies were withdrawn from the Plan during 1998 for the benefit of
Mr. Lance B. Rosemore or Dr. Andrew S. Rosemore. Mr. Lance B. Rosemore
and Dr. Fredric M. Rosemore are co-administrators of the Plan.
(3) The Company's 1997 Director Stock Option Plan (the "Director Plan")
automatically grants options to purchase 2,000 shares to each
non-employee director on the first June 1st following the effective
date of the Director Plan and to each newly elected non-employee
director on the first June 1st following his or her election to the
Board of Directors of the Company. Additional options to purchase 1,000
shares each June 1st thereafter shall be granted to each non-employee
director so long as such non-employee director is a director of the
Company on such date. The options granted under the Director Plan
become exercisable one year after date of grant and expire if not
exercised on the earlier of (i) thirty (30) days after the option
holder no longer holds office as a director for any reason and (ii)
within five (5) years after the date of grant. In 1998, each
non-employee director was granted an option to acquire 1,000 shares on
June 1, 1998 at an exercise price of $14.125 per share.
OPTION GRANTS
The following table sets forth information regarding stock options
granted to each of the Executive Officers under the Company's 1997 Employee
Share Option Plan in the fiscal year ended December 31, 1998.
6
<PAGE> 9
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Number of Annual Rates of Share
Securities % of Total Options Exercise Final Price Appreciation for
Underlying Options Granted to Employees Price Exercise Option Term
Name Granted (#) In Fiscal Year ($/Share) Date (5%) (10%)
---- ----------- -------------- --------- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Fredric M. Rosemore 5,000 9.8% 14.0625 6/11/03 $19,426 $42,926
Lance B. Rosemore 5,000 9.8% 14.0625 6/11/03 19,426 42,926
Andrew S. Rosemore 5,000 9.8% 14.0625 6/11/03 19,426 42,926
Jan F. Salit 4,500 8.8% 14.0625 6/11/03 17,483 38,634
Barry N. Berlin 4,500 8.8% 14.0625 6/11/03 17,483 38,634
Mary J. Brownmiller 3,000 5.9% 14.0625 6/11/03 11,656 25,756
Cheryl T. Murray 3,000 5.9% 14.0625 6/11/03 11,656 25,756
</TABLE>
OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth, for each of the Executive Officers,
information regarding exercise of stock options during the fiscal year ended
December 31, 1998 and the value of unexercised stock options as of December 31,
1998. The closing price for the Common Shares, as reported by the American Stock
Exchange, on December 31, 1998 (the last trading day of the fiscal year) was
$8.5625.
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised Value of Unexercised In-
Acquired Options at the-Money Options at
on Value December 31, 1998 December 31, 1998
Exercise Realized (exercisable/unexercisable) (exercisable/unexercisable)
Name (#) ($) (#) ($)
---- --------- --------- --------- -----
<S> <C> <C> <C> <C>
Fredric M. Rosermore - - 6,985(e)/ - (e)/
5,000(u) - (u)
Lance B. Rosemore - - 6,985(e)/ - (e)/
5,000(u) - (u)
Andrew S. Rosemore - - 6,985(e)/ - (e)/
5,000(u) - (u)
Jan F. Salit - - 6,500(e)/ - (e)/
4,500(u) - (u)
Barry N. Berlin - - 6,500(e)/ - (e)/
4,500(u) - (u)
Mary J. Brownmiller - - 4,000(e)/ - (e)/
3,000(u) - (u)
Cheryl T. Murray - - 4,000(e)/ - (e)/
3,000(u) - (u)
</TABLE>
(u) Options are not exercisable within 60 days of the date hereof.
(e) Options are exercisable within 60 days of the date hereof.
EMPLOYMENT AGREEMENTS
The Company entered into employment agreements with Dr. Fredric M.
Rosemore, Mr. Lance B. Rosemore, Dr. Andrew S. Rosemore, Mr. Jan F. Salit, Mr.
Barry N. Berlin, Ms. Mary J. Brownmiller and Ms. Cheryl T. Murray. 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
7
<PAGE> 10
directors of the Company is put in place, as a result of the acquisition of the
Common Stock by an outside 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. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
At a meeting held on December 4, 1998, 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
PricewaterhouseCoopers LLP as the independent public accountants of the Company
for the year ending December 31, 1999, and such selection is submitted to the
shareholders of the Company for ratification. PricewaterhouseCoopers LLP will
perform the audit of the Company's financial statements and prepare the
Company's tax returns. Representatives of PricewaterhouseCoopers LLP 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
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
INFORMATION AS TO SHARE OWNERSHIP
On March 31, 1999, the Company had outstanding 11,829,116 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
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 M. Borish (1) 142,000 1.2%
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Robert Diamond (2) 350,635 3.0%
18111 Preston Road, Suite 600
Dallas, Texas 75252
Dr. Martha R. Greenberg *(3) 571,321 4.8%
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Thomas Hamill (4) 8,000 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Barry A. Imber (5) 3,100 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Dr. Andrew S. Rosemore *(6) 770,102 6.5%
18111 Preston Road, Suite 600
Dallas, Texas 75252
Dr. Fredric M. Rosemore *(7) 595,563 5.0%
18111 Preston Road, Suite 600
Dallas, Texas 75252
</TABLE>
8
<PAGE> 11
<TABLE>
<S> <C> <C>
Mr. Lance B. Rosemore *(8) 242,343 2.1%
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Lee Ruwitch (9) 400,216 3.4%
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Jan F. Salit (10) 7,301 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Barry N. Berlin (11) 6,850 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Ms. Mary J. Brownmiller (12) 6,110 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Ms. Cheryl T. Murray (13) 4,200 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Directors and executive officers 3,107,741 26.3%
as a group (13 persons)
</TABLE>
- ----------------------
(1) Includes 120,000 shares held by a partnership of which Dr. Borish is the
general partner, 20,000 shares held in two charitable lead trusts of
which Dr. Borish is the trustee and 2,000 unexercised exercisable
options.
(2) Includes 179,691 shares held in an individual retirement rollover
account, 5,300 shares held in grandchildren's trusts of which Mr.
Diamond is the trustee and 2,000 unexercised exercisable options.
(3) Includes 21,344 shares in which her children have a beneficial interest,
31,400 shares held in an individual retirement account, 145,000 shares
held jointly with her husband, 157,917 shares held in a pension trust,
4,000 shares held by a partnership for the benefit of Dr. Greenberg,
25,300 shares held in a trust for the benefit of Dr. Greenberg and her
children and 2,000 unexercised exercisable options. Does not include
225,660 shares owned by her husband, as to which shares she disclaims
any beneficial interest.
(4) Includes 1,000 shares owned by Mr. Hamill's minor son and 2,000
unexercised exercisable options.
(5) Includes 2,000 unexercised exercisable options
(6) Includes 371,332 shares held by a partnership of which Dr. Rosemore and
his wife are general partners, 6,150 shares held as custodian for his
children, 360,850 shares held in individual retirement accounts, 24,785
shares held in trust for the benefit of Dr. Rosemore and his children
and 6,985 unexercised exercisable options.
(7) Represents shares held by a partnership of which Dr. Fredric M. Rosemore
is a general partner. Also includes 6,985 unexercised exercisable
options.
(8) Includes 3,749 shares in which his minor children have beneficial
interest, 142,989 shares held jointly with his wife, 11,486 shares held
in an individual retirement account, 26,095 shares held in trust for the
benefit of Mr. Rosemore and his children, 6,600 shares held by a
partnership for the benefit of Mr. Rosemore and his children, 4,020
shares owned individually by Mr. Rosemore's wife and 6,985 unexercised
exercisable options.
(9) Includes 5,775 shares held in the name of his wife, 387,441 shares held
in various trusts of which Mr. Ruwitch is the trustee, 5,000 shares held
by a corporation controlled by Mr. Ruwitch and 2,000 unexercised
exercisable options. Does not include shares owned individually by other
members of his family, as to which shares he disclaims any beneficial
interest.
(10) Consists of 801 shares held in an individual retirement account and
includes 6,500 unexercised exercisable options.
(11) Includes 6,500 unexercised exercisable options.
9
<PAGE> 12
(12) Includes 4,000 unexercised exercisable options.
(13) Includes 4,000 unexercised exercisable options.
* Mr. Lance B. Rosemore and Dr. Andrew S. Rosemore are the sons, and Dr.
Martha R. Greenberg is the daughter, of Dr. Fredric M. Rosemore. Drs.
Andrew S. Rosemore and Fredric M. 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 owned the office building at 17290 Preston Road,
Dallas, Texas, in which the Company leased approximately 13,426 square feet of
space to use as its office space from January 1, 1998 until January 1, 1999. The
terms of the lease provided for rent at $191,376 per year. The property was sold
in August 1998 to an unaffiliated third party. The Company's current
headquarters at 18111 Preston Road is leased from an unaffiliated third party.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders that are intended by such persons to be
presented at the 2000 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 17, 1999.
Shareholder proposals will be presented at the 2000 Annual Meeting of
Shareholders only to the extent that such proposals meet certain guidelines
established under federal securities laws. Proposals should be sent to Mr. Lance
B. Rosemore, Secretary, 18111 Preston Road, Suite 600, Dallas, Texas 75252.
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. The Company's Annual Report
to Shareholders is being distributed along with this Proxy Statement. If you do
not receive a copy of the Annual Report, please contact the Company's Investor
Relations Department at (972) 349-3200 and one will be provided to you.
By Order of the Board of Directors
April 12, 1999 LANCE B. ROSEMORE
Secretary
10
<PAGE> 13
PMC CAPITAL, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Jan F. Salit and Barry N. Berlin, and
each of them, Proxies with power of substitution, and hereby authorizes them to
represent and to vote, as designated below, all of the shares of common stock of
PMC Capital, Inc. held of record by the undersigned on April 2, 1999, at the
Annual Meeting of Shareholders to be held in Dallas, Texas on Wednesday, May 12,
1999, at 9:30 a.m., local time, and at all adjournments thereof, with all powers
the undersigned would possess if personally present. In their discretion, the
Proxies are authorized to vote upon such other business that may properly come
before the meeting.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
below (except as marked to to vote for all nominees
the contrary below) listed below
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.)
Robert Diamond, Martha R. Greenberg, Lee Ruwitch
2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent public accountants for 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made this proxy will be voted
"FOR" Items 1 and 2.
<PAGE> 14
Please sign exactly as the name appears on this Proxy. When shares are held by
joint tenants, both should sign, and for signing as attorney, as executor, as
administrator, trustee or guardian, please give full title as such. If held by a
corporation, please sign in the full corporate name by the president or other
authorized officer. If held by a partnership, please sign in the partnership
name by an authorized person.
---------------------------------------
Signature
---------------------------------------
Signature if held jointly
Dated: , 1999
------------------
================================================================================
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
================================================================================
