<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 17, 2000
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 17, 2000, at 9:30 a.m., local time, for the
following purposes:
(1) To elect three directors, two of which to hold office for a term of
three years and one of which to hold office for a term of two years
and in each case 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 3, 2000 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,
/s/ LANCE B. ROSEMORE
Lance B. Rosemore,
Secretary
April 17, 2000
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 17, 2000 (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, 2000. 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 3, 2000 (the "Record Date") at which time the
Company had issued and outstanding 11,829,116 shares of its common stock (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, two of which to hold office for a term of
three years and one of which to hold office for a term of two years
and in each case until their respective successors shall 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
will be elected as directors by the Company, if a quorum is present thereat. 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.
1
<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, 2000.
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 seven (7) 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, in the case of Dr. Fredric Rosemore and Mr. Lance
Rosemore, until the 2003 annual meeting of shareholders and, in the case of the
Mr. Barry Chafitz to hold office until the 2002 annual meeting of shareholders,
and in each case 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.
DR. FREDRIC M. ROSEMORE(1) - Dr. Rosemore, 76, 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.
- -----------------
(1) Mr. Lance B. Rosemore is the son 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.
2
<PAGE> 5
MR. LANCE B. ROSEMORE(1) - Mr. Rosemore, 51, 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 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.
MR. BARRY A. CHAFITZ - Mr. Chafitz, 54, has been the Treasurer of Caltex
Corporation, a $17 billion multinational joint venture of Texaco and Chevron
operating in 60 countries primarily in the Far East, since 1995. From 1990 to
1995, Mr. Chafitz served as Deputy Treasurer and Assistant Treasurer of Caltex
Corporation. Mr. Chafitz was elected by the board of directors on February 28,
2000 to fill the vacancy created by the resignation of Robert Diamond.
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. IRVIN M. BORISH - Dr. Borish, 87, 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, holds five patents in contact lenses and was recently named
Optometrist of the Century by Review of Optometry magazine. He has been a
director of the Company since 1989. His term as director expires in 2001.
MR. THOMAS HAMILL - Mr. Hamill, 46, 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.
MR. BARRY A. IMBER - Mr. Imber, 53, 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.
DR. MARTHA R. GREENBERG(2) - Dr. Greenberg, 48, has practiced optometry for
26 years in Russellville, Alabama and currently serves as Chairman of the Board
of Trustees of Southern College of Optometry. Dr. Greenberg has been a trust
manager of PMC Commercial since May 1996 and a director of the Company since
1984. Her term as a director expires in 2002.
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
- --------------------
(2) 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").
3
<PAGE> 6
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 held four regular (including telephonic conferences)
meetings and conducted no special meetings during 1999. 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, 1999, 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. Chafitz and Mr. Imber, each of whom is otherwise disinterested with respect
to the Company. The Independent Directors Committee, which held one meeting
during 1999, 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. Mr. Lance B. Rosemore
participated in deliberations of the Company's Board of Directors concerning
executive compensation for the year ended December 31, 1999. Mr. Lance Rosemore
serves as executive officer and member 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 76 Chairman of the Board and Treasurer
Mr. Lance B. Rosemore 51 President, Chief Executive Officer and Secretary
Dr. Andrew S. Rosemore 53 Executive Vice President and Chief Operating Officer
Mr. Jan F. Salit 49 Executive Vice President, Chief Investment Officer
and Assistant Secretary
Mr. Barry N. Berlin 39 Chief Financial Officer
Ms. Mary J. Brownmiller 45 Senior Vice President
Ms. Cheryl T. Murray 33 General Counsel
</TABLE>
For a description of the business experience of Dr. Fredric M. Rosemore and
Mr. Lance B. Rosemore, see "Nominees" above.
DR. ANDREW S. ROSEMORE 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
4
<PAGE> 7
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 was a
director of the Company from 1989 until August 1999.
MR. JAN F. 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. BARRY N. BERLIN has been Chief Financial Officer of the Company and
Director of Compliance 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. MARY J. 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
Administration ("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. CHERYL T. 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 1999 to each of the three highest paid executive officers and
to all directors of the Company during fiscal year 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Capacities in Compensation
Which Contribution Total profit Paid by
Remuneration Aggregate Accrued During Sharing Benefits Company to
Name of Person Received Compensation (1) Last Fiscal Year (2) Accrued to Date Directors
-------------- -------- ---------------- -------------------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Dr. Fredric M. Rosemore Chairman of Board $ 87,500 $ 7,423 $ 212,836
Mr. Lance B. Rosemore President, Chief 401,404 16,804 239,657
Executive Officer
Dr. Andrew S. Rosemore Executive Vice 356,250 16,804 204,398
President, Chief
Operating Officer
Mr. Jan F. Salit Executive Vice 216,219 16,804 89,881
President, Chief
Investment
Officer
Dr. Irvin M. Borish Director $ 1,500
Mr. Thomas Hamill Director $ 2,500
Mr. Barry A. Imber Director $ 2,500
Dr. Martha R. Greenberg Director 2,000
Mr. Barry A. Chafitz Director $ --
</TABLE>
5
<PAGE> 8
- -------------------
(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 $600,000 ($50,000
multiplied by 12, 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
$35,991 was paid to Dr. Fredric M. Rosemore. No monies were withdrawn from
the Plan during 1999 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 1999, each non-employee
director was granted an option to acquire 1,000 shares on June 1, 1999 at
an exercise price of $7.813 per share.
OPTION GRANTS
The following table sets forth information regarding stock options granted
to each of the Executive Officers under the Company's 1997 Employee Share Option
Plan in the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Share
Number of Price Appreciation for
Securities % of Total Options Exercise Final Option Term
Underlying Options Granted to Employees Price Exercise
Name Granted (#) In Fiscal Year ($/Share) Date (5%) (10%)
---- ------------------ -------------------- --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Dr. Fredric M. Rosemore 2,500 4.3% 8.0625 6/14/04 $ 5,569 $12,306
Mr. Lance B. Rosemore 8,000 13.9% 8.0625 6/14/04 17,820 39,378
Dr. Andrew S. Rosemore 8,000 13.9% 8.0625 6/14/04 17,820 39,378
Mr. Jan F. Salit 7,000 12.2% 8.0625 6/14/04 15,593 34,456
Mr. Barry N. Berlin 7,000 12.2% 8.0625 6/14/04 15,593 34,456
Ms. Mary J. Brownmiller 4,000 7.0% 8.0625 6/14/04 8,910 19,689
Ms. Cheryl T. Murray 4,000 7.0% 8.0625 6/14/04 8,910 19,689
</TABLE>
6
<PAGE> 9
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, 1999 and the value of unexercised stock options as of December 31,
1999. The closing price for the Common Shares, as reported by the American Stock
Exchange, on December 31, 1999 (the last trading day of the fiscal year) was
$8.25.
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised Value of Unexercised In-
Acquired Options at the-Money Options at
on Value December 31, 1999 December 31, 1999
Exercise Realized (exercisable/unexercisable) (exercisable/unexercisable)
Name (#) ($) (#) ($)
---- -------- -------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Fredric M. Rosemore -- -- 11,985 (e)/ -- (e)/
2,500 (u) 469 (u)
Lance B. Rosemore -- -- 11,985 (e)/ -- (e)/
8,000 (u) 1,500 (u)
Andrew S. Rosemore -- -- 11,985 (e)/ -- (e)/
8,000 (u) 1,500 (u)
Jan F. Salit -- -- 11,000 (e)/ -- (e)/
7,000 (u) 1,313 (u)
Barry N. Berlin -- -- 11,000 (e)/ -- (e)/
7,000 (u) 1,313 (u)
Mary J. Brownmiller -- -- 7,000 (e)/ -- (e)/
4,000 (u) 750 (u)
Cheryl T. Murray -- -- 7,000 (e)/ -- (e)/
4,000 (u) 750 (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 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 minimum salary equal to the executive's compensation
on June 1, 1998. 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
the executive's job responsibilities are substantially modified or substantial
changes are made to the executive's working conditions, the executive could
resign and be entitled to be paid by the Company an amount equal to 2.99 times
the average annual compensation paid to the executive as of June 1, 1998.
II. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
At a meeting held on March 16, 2000, 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, 2000, 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.
7
<PAGE> 10
HOLDINGS OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
On March 31, 2000, 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) 143,000 1.2%
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Barry A. Chafitz ** **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Dr. Martha R. Greenberg *(2) 589,002 4.9%
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Thomas Hamill (3) 8,000 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Barry A. Imber (4) 10,100 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Dr. Andrew S. Rosemore *(5) 789,252 6.7%
18111 Preston Road, Suite 600
Dallas, Texas 75252
Dr. Fredric M. Rosemore *(6) 601,906 5.1%
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Lance B. Rosemore *(7) 255,833 2.1%
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Jan F. Salit (8) 11,902 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Mr. Barry N. Berlin (9) 11,400 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Ms. Mary J. Brownmiller (10) 9,110 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Ms. Cheryl T. Murray (11) 7,200 **
18111 Preston Road, Suite 600
Dallas, Texas 75252
Directors and executive officers 2,436,705 20.6%
as a group (12 persons)
</TABLE>
8
<PAGE> 11
- ----------------------
(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 3,000 unexercised exercisable options.
(2) Includes 23,640 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, 172,302 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 3,000 unexercised exercisable options. Does not include 225,660 shares
owned by her husband, as to which shares she disclaims any beneficial
interest.
(3) Includes 3,000 unexercised exercisable options.
(4) Includes 3,000 unexercised exercisable options
(5) Includes 374,332 shares held by a partnership of which Dr. Rosemore and his
wife are general partners, 6,800 shares held as custodian for his children,
369,550 shares held in individual retirement accounts, 24,785 shares held
in trust for the benefit of Dr. Rosemore and his children and 11,985
unexercised exercisable options.
(6) Represents shares held by a partnership of which Dr. Fredric M. Rosemore is
a general partner and shares held jointly with his wife. Also includes
11,985 unexercised exercisable options.
(7) Includes 4,238 shares in which his minor children have beneficial interest,
150,989 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 11,985 unexercised exercisable
options.
(8) Consists of 902 shares held in an individual retirement account and
includes 11,000 unexercised exercisable options.
(9) Includes 11,000 unexercised exercisable options.
(10) Includes 7,000 unexercised exercisable options.
(11) Includes 7,000 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, Fredric M. Rosemore and Martha R. Greenberg each own at
least 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%
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders that are intended by such persons to be presented
at the 2001 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 20, 2000. Shareholder proposals
will be presented at the 2001 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.
9
<PAGE> 12
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) 349-3256 and one will be provided to you.
By Order of the Board of Directors
/s/ LANCE B. ROSEMORE
LANCE B. ROSEMORE
Secretary
Dated: April 17, 2000
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 3, 2000, at the
Annual Meeting of Shareholders to be held in Dallas, Texas on Wednesday, May 17,
2000, 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.)
Fredric M. Rosemore, Lance B. Rosemore, Barry A. Chafitz
2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent public accountants for 2000.
[ ] 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.
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Signature
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Signature if held jointly
Dated: , 2000
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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