FIRST CONNECTICUT
CAPITAL CORPORATION
September 9, 1998
Dear Shareholder,
It has been three years since our last annual meeting. Since that time
changes have occurred of which many are very positive. On the negative side,
however, we sadly report that our Chairman, beloved friend and colleague, James
M. Breiner, passed away after a long illness on July 12, 1998. Mr. Breiner, a
founder of this institution, will be sadly missed.
On the brighter side, we are happy to report that the company is
profitable and very active in the mortgage business We continue to take measures
to insure our success as an ongoing financial institution. The company has
relocated its office to 1000 Bridgeport Ave. in Shelton, CT. As a result of this
move, we were able to negotiate a much more favorable lease. Other cost cutting
measures include: staff reduction, termination of the companies Profit Sharing
Plan, selection of a much less expense health insurance program, and disposal of
several company owned vehicles.
The current business operation is best described as that of a portfolio
lender. Mortgages are originated, processed and serviced in house. All of these
loans are short term in nature and are secured predominately by residential
properties. The bulk of the portfolio are first mortgages at very conservative
loan to value ratios. All of the funding for this portfolio, thus far, has come
from private investors, past participants and friends. We continue to explore
new funding sources to meet our growing demand for this type of "niche" lending.
In an effort to further our goal of profitability and success, we are
proposing a new slate of Directors who will not only bring youth and vitality to
the company, but business opportunities and new funding sources as well. We feel
that this proposed new board will contribute greatly to the future success of
this company.
We would like to express our gratitude to the present Board of
Directors for their many years of past service, support and loyalty to the
company. We would also like to thank our shareholders for their patience and
understanding during these difficult years. We are optimistic about the future
of this company and hope you will continue to support our efforts.
Very Truly Yours,
/s/ Lawrence R. Yurdin /s/ David Engelson
Lawrence R. Yurdin David Engelson
President Chairman of the Board
<PAGE>
THE FIRST CONNECTICUT
CAPITAL CORPORATION
1000 BRIDGEPORT AVENUE
SHELTON, CONNECTICUT 06484
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
October 20, 1998
----------
To the Stockholders:
NOTICE is hereby given that the Annual Meeting of Stockholders of THE
FIRST CONNECTICUT CAPITAL CORPORATION (the "Company") will be held at the First
Union Bank, Shelton Square Office, Greater Valley Chamber of Commerce,
Conference Room, 2nd Floor, 900 Bridgeport Avenue, Shelton, Connecticut on
October 20, 1998 at 9:00 a.m. for the following purposes:
( 1 ) To elect six Directors for the ensuing year;
( 2 ) To approve the appointment of the firm of Deloitte & Touche as
auditors of the Company for the fiscal year ending March 31, 1999;
( 3 ) To transact any other business that may properly come before the
meeting or any adjournment thereof.
Stockholders of record on the books of the Company at close of business
on August 24, 1998 will be entitled to vote at the meeting.
So far as management is at present aware, no business will come before
the annual meeting other than the matters set forth above.
You are cordially invited to attend this meeting. Whether or not you plan
to be present, kindly fill in, date and sign the enclosed proxy exactly as your
name appears on the proxy and mail it promptly so your vote can be recorded.
Your vote is important regardless of the number of shares you own. A return
envelope is enclosed for your convenience which requires no postage if mailed
within the United States. The giving of this proxy will not affect your right to
vote in person in the event you find it convenient to attend the meeting.
By order of the Board of Directors,
/s/ Priscilla E. Ottowell
Priscilla E. Ottowell
SECRETARY
Dated: September 9, 1998
Shelton, CT.
<PAGE>
THE FIRST CONNECTICUT
CAPITAL CORPORATION
1000 BRIDGEPORT AVENUE
SHELTON, CONNECTICUT 06484
----------
PROXY STATEMENT
----------
ANNUAL MEETING OF STOCKHOLDERS
----------
SOLICITATION AND USE OF PROXY
The enclosed proxy is solicited by The First Connecticut Capital
Corporation (the "Company") for use at the Annual Meeting of Stockholders to be
held at 9:00 a.m. on Tuesday, October 20, 1998 at the First Union Bank, Shelton
Square Office, Greater Valley Chamber of Commerce, Conference Room, 2nd Floor,
900 Bridgeport Avenue, Shelton, Connecticut or any adjournment thereof for the
purposes set forth in the attached Notice of Meeting. The approximate date on
which this Proxy Statement and the enclosed proxy is first sent or given to
stockholders is September 9, 1998.
The shares represented by a duly executed proxy received by the Secretary
in the accompanying form prior to the meeting and not revoked will be voted and
if a choice is specified in the spaces provided therefor in the proxy the shares
will be voted in accordance therewith. In the absence of such instructions, the
proxy will vote IN FAVOR OF the proposals set forth in the Notice of Meeting. If
any other matters are properly brought before the meeting, the enclosed proxy
gives discretionary authority to the persons named in such proxy to vote the
shares in accordance with their best judgment. Any stockholder giving a proxy
may revoke it by giving written notice to the Secretary of the Company at any
time prior to its use at the meeting. The mailing address of the principal
executive office of the Company is 1000 Bridgeport Avenue, Shelton, Connecticut
06484.
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
Only stockholders of record at the close of business on August 24, 1998
will be entitled to vote at the meeting. The securities of the Company entitled
to vote at the Meeting are 1,173,382 outstanding shares of Common Stock. Each
share shall be accorded one vote. As of March 31, 1998, Mr. Robert E. Humphreys
of 64 Alcott Street, Acton, Massachusetts 01720, members of his immediate family
and affiliated trusts were the beneficial owners of 114,900 shares of Common
Stock constituting 9.79% of the total outstanding shares of the Company's Common
Stock. Mr. Humphreys is not an executive officer or director of the Company.
Other than such beneficial owners, to the knowledge of the Company, no
stockholder owns more than 5% of the Company's outstanding Common Stock.
PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, it is proposed to elect six directors, each to
hold office for a term of one year, and until his successor shall have been
chosen and qualified. David Engelson and Lawrence R. Yurdin, nominees are
presently serving as directors and were elected at the last annual meeting of
stockholders of the Company which was held on September 14, 1995. New
nominations proposed for the Board of Directors of the Company are Jan E. Cohen,
Thomas D'Addario, Ronald Farrell and Michael L. Goldman. Unless otherwise
specified, the persons
-2-
<PAGE>
named in the accompanying form of proxy shall vote such proxy for the election
of the directors named below who will constitute the new Board of Directors, and
as to whom the following information is submitted.
<TABLE>
- - - - - - - - - - - - - - ----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
SHARES OF
COMMON STOCK PERCENTAGE
BUSINESS EXPERIENCE FIRST BENEFICIALLY OF
NAME AGE DURING PAST 5 YEARS ELECTED OWNED AS OF OUTSTANDING
AND OTHER DIRECTORSHIPS A DIRECTOR AUGUST 24,1998(1) SHARES
- - - - - - - - - - - - - - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DAVID ENGELSON 77 Chairman of the Board of the 1960 43,605 3.716%
Company; Director of The
State Street Mortgage
Company
LAWRENCE R. YURDIN 58 President of the Company; 1986 21,707 1.850%
Director of The State Street
Mortgage Company (2)
JAN E. COHEN 41 CEO, President and Director N/A 2,113 0.180
CF Industries, Inc.; CEO,
LLC Manager and Director
of W & D Acquisitions LLC;
CEO and LLC Manager of
The Brilco Business Center;
Managing Director of King
Data Hardware Solutions;
Member of the American
Institute of Certified Public
Accountants and the Conn.
Society of CPA's
THOMAS D'ADDARIO 46 Vice President of Mario N/A 15,700 1.340%
D'Addario Buick, Inc.; Vice
President of Mario
D'Addario Limousine Srv;
Managing Partner of MDDJ
Limited; Director of The
Connecticut Automotive
Trades Assoc.; Director of
the Shelton Economic
Development. Corp.;
Director of the Foundation
of the Housatonic Technical
Community College
RONALD FARRELL 54 Principal owner, Vice N/A -0- N/A
President and Operating
Officer of the Kaufman Fuel
Company
MICHAEL L. GOLDMAN 37 Principal in the law firm of N/A 16,921 1.440%
Goldman, Gruder & Woods,
LLC; Director and President
of The State Street Mortgage
Company
- - - - - - - - - - - - - - ----------------------------------------------------------------------------------------------------------------------------------
All directors and executive officers as a group (six) persons.. 100,046 8.526%
<FN>
(1) Based on information furnished to the company by the person named or his
agent. Includes shares owned by the director as custodian or trustee for
minor children. All directors disclaim beneficial ownership of these share.
(2) Mr. Yurdin is the son-in-law of Mr. Engelson, Chairman of the Board and a
Director of the Company.
</FN>
</TABLE>
-3-
<PAGE>
MEETING OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held 12 meetings since the last annual meeting of
the Company which was held on September 14, 1995, includes three meetings held
during the last fiscal year.
The Board of Directors has a standing Audit Committee, and Stock Option
Committee, but no Compensation or Nominating Committee. Member of the Audit
Committee are Messrs. Engelson and D'Addario. This Committee met once during the
last fiscal year to review audit procedures and internal controls with the
independent auditors and to review results of compliance audits conducted by
various government agencies. The Stock Option Committee is composed of the
entire Board of Directors and did not meet during the last fiscal year.
All directors attended over seventy-five percent of the Board meetings
and the Committees of the Board of which they are members, except Mr. Freda.
Directors, except Messers Engelson and Yurdin, receive a fee of $300.00 per
meeting for serving on the Board or such committies.
COMPENSATION OF EXECUTIVE OFFICERS
The following summary compensation table sets forth certain information
regarding the annual and long-term compensation of David Engelson and Lawrence
R. Yurdin, who together perform the function of Chief Executive Officer, for
each of the last three fiscal years. No officer of the Company receives salary
and bonus of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
- - - - - - - - - - - - - - ------------------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
- - - - - - - - - - - - - - ------------------------------------------------------------------------------------------------------------------------------------
OTHER AWARDS PAYOUTS
ANNUAL RESTRICTED OPTIONS/ ALL OTHER
NAME AND COMPEN- STOCK SARS LTIP COMPEN-
PRINCIPAL YEAR SALARY BONUS SATION AWARDS (#) PAYOUTS SATION
POSITION ENDED (S) ($) ($) ($) ($) ($)
-------- ----- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DAVID ENGELSON 03/31/98 $12,000 0 0 None 0 None 0
CHAIRMAN OF THE BOARD 03/31/97 $38,493 0 0 None 0 None 0
03/31/96 $54,044 0 0 None 0 None 0
LAWRENCE R. YURDIN 03/31/98 $67,500 0 0 None 0 None 0
PRESIDENT 03/31/97 $54,997 0 0 None 0 None 0
03/3196 $59,708 0 0 None 0 None 0
- - - - - - - - - - - - - - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
TRANSACTIONS WITH MANAGEMENT
Two (2) directors and officers and one (1) nominee of the Company are
also officers of The State Street Mortgage Company, which made first and second
mortgage loans to commercial and residential borrowers. The State Street
Mortgage Company is in the process of liquidation and does not compete with the
Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
PROPOSAL 2
ELECTION OF AUDITORS
Upon the approval of a majority of the stockholders, a resolution will
be adopted appointing the firm of Deloitte & Touche, who have no direct or
indirect affiliation with, or financial interest in, the Company, as auditors to
examine and report upon the financial statements of the Company for the fiscal
year ending March 31, 1999. For the fiscal year ended March 31, 1998, Deloitte &
Touche examined the Company's financial statements included in the Company's
report to shareholders. A representative of the firm of Deloitte & Touche is
expected to be available to respond to appropriate questions.
-4-
<PAGE>
The Company and its accountants did not have any "disagreements" as
defined in Item 304 of Regulation S-K of the SEC during the two most recent
fiscal years of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
EXPENSES OF SOLICITATION
The solicitation of proxies in the form enclosed is made on behalf of
the management of the Company and by authority of its Board of Directors. The
expenses in connection with the solicitation of Proxies, including the cost of
preparing, handling, printing and mailing the Notice of Annual Meeting of
Stockholders, proxy and Proxy Statement will be borne by the Company.
Solicitations will be made only by use of the mails except, that if necessary,
management may solicit proxies by advertising, telephone, telegraph, cable and
personal interviews. In connection with this solicitation of proxies, management
may use the services of directors, officers and regular employees, who will be
reimbursed for their actual out of pocket expenses incurred. The Company may
request bank, broker, nominees, custodians and fiduciaries to forward copies of
the proxy soliciting material to the beneficial owners of the stock held of
record by such persons and to request authority for the execution of proxies.
The Company will reimburse such persons for their expenses in so doing, which is
expected to be nominal in costs.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1999 Annual Meeting
must be received by the Company no later than March 20, 1999 for inclusion in
the Company's Proxy Statement and form of Proxy for that meeting.
ADDITIONAL INFORMATION
The Annual Report of the Company on Form 10-KSB covering the fiscal
year ended March 31, 1998 was mailed to all stockholders on June 12, 1998
Stockholders not receiving a copy of the Annual report on Form 10-KSB
may obtain one by writing The First Connecticut Capital Corporation, 1000
Bridgeport Avenue, Shelton, Connecticut 06484, attention Priscilla E. Ottowell,
Secretary or by calling 203-944-5400.
OTHER MATTERS
The persons named in the enclosed form of proxy have no present
intention of bringing before the meeting for action any matters other than those
specifically referred to above, nor has management any such intention and
neither such person nor the management are aware of any matters which may be
presented by others. If any other business should properly come before the
meeting, the persons named in the proxy intended to vote thereon in accordance
with their best judgment.
ALL STOCKHOLDERS ARE URGED TO FILL IN, SIGN AND PROMPTLY RETURN THE
ENCLOSED PROXY.
By Order of the Board Directors,
/s/ Priscilla E. Ottowell,
Priscilla E. Ottowell,
SECRETARY
Dated: September 9, 1998
Shelton, CT.
-5-
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 20, 1998
To Our Customers:
Enclosed for your consideration is proxy soliciting material
furnished to us by the Board of Directors relating to the Common Stock ("Stock")
of The First Connecticut Capital Corporation ("Company") which, according to our
record, we are holding for your account.
We will appreciate instructions as to the voting of your Stock and
there is attached hereto a form of authorization for your convenience. Also
enclosed is a return envelope addressed to ourselves for returning your
authorization.
If instructions are not received by tenth day before the meeting,
proxy may be given by the owner of record of the Stock.
(TEAR OFF HERE)
- - - - - - - - - - - - - - --------------------------------------------------------------------------------
AUTHORIZATION SOLICITED BY THE BOARD OF DIRECTORS AND FORWARDED BY YOUR BROKER.
THE FIRST CONNECTICUT CAPITAL CORPORATION
I acknowledge receipt of your letter enclosing proxy soliciting
material furnished by the Board of Directors relative to the Annual Meeting of
the Stockholders called to be held October 20, 1998.
As to any Stock in said corporation held by you for my account, you are
instructed as follows:
( ) Sign and forward the voted proxy in the form solicited by the
Board of Directors.
( ) Do not sign the proxy.
It is understood that you will sign and forward the proxy to the
Company if no instructions are indicated.
Dated: __________________, 1998
Signature _______________________
please write legibly
PLEASE RETURN THIS FORM PROMPTLY
<PAGE>
THE FIRST CONNECTICUT CAPITAL CORPORATION
ANNUAL MEETING OF SHAREHOLDERS --- OCTOBER 20, 1998
Know All Men By Theses Presents, that the undersigned shareholders of
THE FIRST CONNECTICUT CAPITAL CORPORATION, hereby constitutes and appoints LOUIS
I. COHEN and MARIO D'ADDARIO or any one or more of them, the true and lawful
attorneys, agents and proxies of the undersigned, with full power of
substitution and revocation for and in the names of the undersigned to attend
the Annual Meeting of Shareholders of the Company to be held at the First Union
Bank, Shelton Square Office, Greater Valley Chamber of Commerce, Conference
Room, 2nd Floor, 900 Bridgeport Avenue, Shelton, Connecticut on October 20,
1998, 9:00 A.M. and at any adjournment thereof, receipt of the notice of which
Meeting, stating the purpose thereof, being hereby acknowledged, and to vote all
shares of the Company which the undersigned would be entitled to vote if then
personally present, on all matters which may properly come before the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
I. Election of Directors:
DAVID ENGELSON, LAWRENCE R. YURDIN, JAN E. COHEN, THOMAS D'ADDARIO,
RONALD FARRELL, MICHAEL L. GOLDMAN.
(Instructions: To withhold authority to vote for any individual
nominee, write that nominee's name in space below) FOR ___ AGAINST ___
-----------------------------------------------------
II. Appointment of Deloitte & Touche as auditors.
FOR ___ AGAINST ___
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN PROMPTLY.
<PAGE>
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the meeting. Unless otherwise specified in the
square provided, the undersigned's vote will be cast FOR Proposals I and II.
Dated ................................., 1998
..............................................
..............................................
Stockholder sign here
Please date and sign as name appears hereon
(Executors, Administrators, Trustee, etc., should
so indicate).
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FIRST
CONNECTICUT CAPITAL CORPORATION
