FIRST ALBANY COMPANIES INC.
January 31, 1995
Dear Stockholder:
The 1995 Annual Meeting of Stockholders of First Albany Companies Inc. will
be held at Peter D. Kiernan Plaza, Albany, New York on Tuesday, March 7,
1995, at 10:00 A.M. (EST).
The attached material includes the Notice of Annual Meeting and Proxy
Statement which describes the business to be transacted at the meeting. We
ask that you give it your careful attention.
As in the past, we will be reporting on your Company's activities and you
will have an opportunity to ask questions about its operations.
We hope that you are planning to attend the Annual Meeting personally and we
look forward to seeing you. Over 90% of the outstanding shares were
represented at last year's Annual Meeting and it is important that your
shares be represented at this meeting whether or not you are able to attend
in person. Accordingly, the return of the enclosed Proxy as soon as possible
will be appreciated and will ensure that your shares are represented at the
Annual Meeting. If you do attend the Annual Meeting, you may, of course,
withdraw your Proxy should you wish to vote in person.
On behalf of the Board of Directors and management of First Albany Companies
Inc., I would like to thank you for your continued support and confidence.
Sincerely yours,
George C. McNamee
Chairman of the Board
<PAGE>
FIRST ALBANY COMPANIES INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
March 7, 1995
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of First
Albany Companies Inc. (the "Company") will be held at Peter D. Kiernan Plaza,
Albany, New York, on Tuesday, March 7, 1995 at 10:00 A.M. (EST) for the
following purposes:
1. To elect nine Directors whose term of office will expire in 1996;
2. To ratify the selection of Coopers & Lybrand L.L.P. as independent
auditors of the Company for the fiscal year ending September 30, 1995;
and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
Holders of Common Stock of record as of the close of business on January 20,
1995 are entitled to receive notice of and vote at the Annual Meeting.
It is important that your shares be represented at the Annual Meeting. For
that reason we ask that you promptly sign, date, and mail the enclosed Proxy
card in the return envelope provided. Stockholders who attend the Annual
Meeting may revoke their proxies and vote in person.
By order of the Board of Directors
Michael R. Lindburg
Secretary
Albany, New York
January 31, 1995
-2-
<PAGE>
FIRST ALBANY COMPANIES INC.
41 State Street
Albany, New York 12207
____________
PROXY STATEMENT
____________
ANNUAL MEETING OF STOCKHOLDERS
_________________________________________
March 7, 1995
This Proxy Statement and the accompanying Notice of Annual Meeting and form
of proxy are being furnished to the stockholders of First Albany Companies
Inc. (the "Company") in connection with the solicitation of proxies by the
Board of Directors of the Company for use at the 1995 Annual Meeting of
Stockholders of the Company (the "Annual Meeting") to be held at Peter D.
Kiernan Plaza, Albany, New York on Tuesday, March 7, 1995 at 10:00 A.M.
(EST), and any adjournments thereof. These proxy materials are being mailed
on or about February 6, 1995 to holders of record on January 20, 1995 of the
Company's Common Stock.
A proxy may be revoked by a stockholder prior to its exercise by written
notice to the Secretary of the Company, by submission of another proxy
bearing a later date, or by voting in person at the Annual Meeting. Such
notice or later proxy will not affect a vote on any matter taken prior to the
receipt thereof by the Company. The mere presence at the Annual Meeting of
the stockholder appointing the proxy will not revoke the appointment. If not
revoked, the proxy will be voted at the Annual Meeting in accordance with the
instructions indicated on the proxy by the stockholder, or, if no
instructions are indicated, will be voted FOR the slate of directors
described herein; FOR the ratification of the selection of Coopers & Lybrand
L.L.P. as independent auditors of the Company; and, as to any other matter of
business that may properly be brought before the Annual Meeting, in
accordance with the judgment of the person or persons voting the same.
All expenses of the Company in connection with this solicitation will be
borne by the Company. In addition to solicitation by mail, proxies may be
solicited by directors, officers, and other employees of the Company, by
telephone, telegraph, telex, in person, or otherwise, without additional
compensation. The Company will also request brokerage firms, nominees,
custodians, and fiduciaries to forward proxy material to the beneficial
owners of shares held of record by such persons and will reimburse such
persons and the Company's transfer agent for their reasonable out-of-pocket
expenses in forwarding such material.
-3-
<PAGE>
THE COMPANY
The Company, which was incorporated under the laws of the State of New York
in November 1985, is a holding company which, through its principal
wholly-owned subsidiary, First Albany Corporation ("First Albany"), is an
investment banking, securities trading, and brokerage firm serving
corporations, governments, and institutional and individual investors.
VOTING SECURITIES
Holders of record at the close of business on January 20, 1995 of the
Company's Common Stock, par value $.01 per share ("Common Stock"), are
entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof. Each outstanding share of Common Stock entitles the holder thereof
to one vote. The Company's Certificate of Incorporation does not provide for
cumulative voting.
On January 20, 1995, 4,066,372 shares of Common Stock were outstanding. The
presence in person or by proxy at the Annual Meeting of the holders of a
majority of such shares shall constitute a quorum.
Assuming the presence of a quorum at the Annual Meeting, (1) the affirmative
vote of a plurality of the votes cast by holders of shares of Common Stock is
required for the election of directors, and (2) the affirmative vote of a
majority of the shares of Common Stock present and voting at the Annual
Meeting is required for the ratification of the selection of Coopers &
Lybrand L.L.P. as independent auditors of the Company, as well as any other
matter of business that may properly be brought before the Annual Meeting.
-4-
<PAGE>
STOCK OWNERSHIP OF PRINCIPAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of Common Stock of the Company as of December 31, 1994 by (i)
persons owning more than 5% of the Common Stock, (ii) each director of the
Company and the executive officers included in the Summary Compensation Table
and (iii) all officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Shares Beneficially Owned
Name Number Percent
- - --------------------------------------------------------------------------
<S> <C> <C>
George C. McNamee <F1><F2><F4> 697,175 17.14
Alan P. Goldberg <F2><F4> 596,700 14.67
J. Anthony Boeckh 6,380 .16
Hugh L. Carey 6,380 .16
Hugh A. Johnson <F2><F4> 145,825 3.59
Daniel V. McNamee III <F1> 79,346 1.95
Robert F. Vagt 7,656 .19
Benaree P. Wiley 0 .00
Edwin T. Brondo 3,307 .08
David J. Cunningham <F2><F4> 112,275 2.76
Michael R. Lindburg <F2><F4> 91,992 2.26
First Albany Employee Stock
Bonus Plan <F2> 834,912 20.53
The McNamee Family Trust,
Barbara C. M. Dudley and
Daniel V. McNamee III, Trustees
under Agreement dated
September 12, 1977 307,505 7.56
All officers and directors of
the Company as a group <F3><F4> 1,747,036 42.96
________________________________
<FN>
<F1> Does not include interest as residual beneficiary under the McNamee
Family Trust, and with respect to Daniel V. McNamee III as trustee under
the Trust.
<F2> The Board of Directors of the Company serves as the Administrative
Committee of the First Albany Companies Inc. Stock Bonus Plan (the
"Stock Bonus Plan"). Daniel V. McNamee III serves as Trustee of the
Trust created thereby. Pursuant to the terms of the Stock Bonus Plan,
individual employees are permitted to direct the vote of shares
allocated to their respective accounts. The number of shares
beneficially owned by Messrs. G. McNamee, Goldberg, Johnson, Cunningham,
and Lindburg includes the shares allocated to the respective accounts of
such person under the Stock Bonus Plan as of December 31, 1994, all of
which shares are fully vested.
<F3> Includes all shares beneficially owned by such persons, shares owned by
the McNamee Family Trust, and all shares held under the Stock Bonus
Plan.
<F4> Includes 155,217, 168,292, 31,906, 54,240, and 54,240 options to
purchase shares, granted to Messrs. G. McNamee, Goldberg, Johnson,
Cunningham, and Lindburg, respectively, all of which options are
currently exercisable. (The options have been adjusted for the
November, 1994, 5% stock dividend.)
</FN>
</TABLE>
-5-
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to each of the
Co-Chief Executive Officers of the Company at the end of fiscal year 1994 and
the other executive officers constituting the most highly compensated
executive officers of the Company (the "Named Executive Officers").
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------------- -------------
Shares
Underlying All Other
Name & Principal Options Compen-
Position Year Salary Bonus <F1><F4> sation <F2>
---------------- ---- ------ ----- --------- -----------
<S> <C> <C> <C> <C> <C>
George C. McNamee 1994 200,000 375,000 63,000 5,927
Chairman & Co-Chief 1993 200,000 375,000 36,465 5,722
Executive Officer 1992 200,000 500,000 72,930 5,000
Alan P. Goldberg, 1994 200,000 375,000 63,000 5,896
President & Co-Chief 1993 200,000 375,000 36,465 5,722
Executive Officer 1992 200,000 500,000 72,930 5,000
Hugh A. Johnson, Jr. 1994 189,000 250,000 0 5,914
Senior Vice 1993 189,000 250,000 0 5,722
President 1992 189,000 237,500 0 5,556
Edwin T. Brondo, 1994 175,000 125,000 0 30,250
Vice President <F3>
David J. Cunningham 1994 135,000 110,000 0 1,226
Chief Financial 1993 135,000 110,000 18,231 1,225
Officer 1992 135,000 110,000 18,231 675
Michael R. Lindburg, 1994 135,000 130,000 0 3,360
Secretary & 1993 135,000 130,000 18,231 1,325
General Counsel 1992 135,000 130,000 18,231 673
<FN>
<F1> Adjusted to reflect stock dividends through September 30, 1994.
<F2> Represents, as to Messrs. McNamee, Goldberg, Johnson, Cunningham, and Lindburg, contributions by
the Company to the Employee Stock Bonus Plan, a tax qualified employee benefit plan in which all
employees of the Company are eligible to participate; for Mr. Brondo, it represents reimbursement
of moving and relocation expenses.
<F3> Mr. Brondo became an officer of the Company in 1994.
<F4> During the fiscal year 1993, Messrs. McNamee and Goldberg voluntarily surrendered 36,465 stock
options granted to each of them during fiscal year 1993, and 17,380 stock options granted to each
of them during fiscal year 1992, to increase the number of stock options available for grant
under the Stock Incentive Plan.
</FN>
No Named Executive Officer received personal benefits or perquisites during fiscal year 1994 in excess
of the lesser of $50,000 or 10% of his aggregate salary and bonus.
</TABLE>
-6-
<PAGE>
Stock Option Grants in Last Fiscal Year
The following table provides information related to stock option grants
during fiscal year 1994 to the Named Executive Officers, all executives as a
group, non-executive directors as a group and non-executive officer employees
as a group.
<TABLE>
<CAPTION>
Potential
Realizable Value
at Assugned Rates
of Stock Price
Appreciation for
Individual Grants Option Term
----------------- -----------------
% of Total Stock
Stock Options Granted To Exercise
Options Employees in Fiscal Price Expiration
Name <F1><F2> Year ($/Sh) Date 5% 10%
------------------- -------- ------------------- -------- ------------ ------- -------
<S> <C> <C> <C> <C> <C> <C>
George C. McNamee 63,000 50% 9.43 Nov. 14, 1998 95,192 275,675
Alan P. Goldberg 63,000 50% 9.43 Nov. 14, 1998 95,192 275,675
Executive Group 126,000 100% 9.43
<FN>
<F1> All stock options granted in fiscal year 1994 to Messrs. McNamee and Goldberg were at 10% over
fair market value at the date of grant. Options having an aggregate exercise price of up to
$100,000 are immediately exercisable and all other options are exercisable upon the first
anniversary of date of grant.
<F2> Adjusted to reflect stock dividends through September 30, 1994.
</FN>
</TABLE>
Aggregated Stock Option Exercises in Last Fiscal Year
and Fiscal Year-End Stock Option Values
The following table provides information related to the number and value of
stock options exercised by named Executive Officers during fiscal year 1994
and unexercised stock options held at fiscal year end, all of which stock
options are currently exercisable.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Value Realized Unexercised Stock In-the-Money
Shares Acquired at Time of Options at Fiscal Stock Options at
on Exercise Exercise Year-End Fiscal Year-End
--------------- ----------- ----------------- --------------------
<S> <C> <C> <C> <C>
George C. McNamee 30,000 99,900 147,825 182,088
Alan P. Goldberg 179,325 308,333
Hugh A. Johnson, Jr. 30,387 84,172
David J. Cunningham 51,656 119,022
Michael R. Lindburg 51,656 119,022
</TABLE>
-7-
<PAGE>
EXECUTIVE COMPENSATION COMMITTEE REPORT
Overview
The Compensation Committee establishes the compensation policies applicable
to the executive officers of the Company. The compensation of the executive
officers is determined principally by the operation of the Management Bonus
Compensation Plan which is administered by the Executive Compensation
Committee.
Compensation Policies
Compensation for senior executives of the Company has been strongly
influenced by the principle that the compensation of senior executives should
be structured to directly link the executives' financial reward to Company
performance. Thus, senior executives would both share in the success of the
Company as a whole and be adversely affected by poor Company performances
thereby aligning their interests with the interests of the Company's
stockholders. The Management Bonus Compensation Plan, which was adopted in
October 1990, is designed to implement the foregoing philosophy. The
Management Bonus Compensation Plan provides each participant with a base
salary and a share of the bonus fund based on a percentage of the Company's
Adjusted Annual Pre-Tax Income (as defined below).
Salaries of executive officers are intended to be relatively moderate, and
are set at levels which the Executive Compensation Committee believes are
generally competitive with salaries of executives in similar positions at
comparable financial services companies. In addition, substantial emphasis
is placed on incentive compensation directly related to short- and long-term
corporate performance through annual cash bonuses and stock option grants.
As is common in the financial services industry, a significant portion of
total compensation of the Company's executive officers is paid in the form of
annual bonuses. For example, in fiscal year 1994, approximately two-thirds
of the annual cash compensation of Messrs. G. McNamee and Goldberg, the
Company's Co-Chief Executive Officers (the "Co-CEOs"), was paid as an annual
bonus. This is intended to maximize the portion of an individual's
compensation that is subject to fluctuation each year based upon corporate
and individual performance, as discussed below. The compensation program is
structured to recognize each executive's level of responsibility and to
reward exceptional individual and corporate performance.
Base Salary
A competitive base salary is important in fostering a career orientation
among executives consistent with the long-term nature of the Company's
business objectives. The Executive Compensation Committee determines the
salary of each of the executive officers based on its consideration of each
of the Co-CEOs' recommendations.
-8-
<PAGE>
Salaries and salary adjustments are based on the responsibilities,
performance, and experience of each executive, regular reviews of competitive
positioning (comparing the Company's salary structure with that of similar
companies) and business performance. While there is no specific weighing of
these factors, the responsibilities, performance and experience of each
executive and reviews of competitive positioning are the most important
considerations.
Management Bonus Compensation Plan
Each of the six Named Executive Officers of the Company is eligible to
participate in the Management Bonus Compensation Plan. The Management Bonus
Compensation Plan establishes a fund from which bonuses may be distributed to
the executive officers. The maximum contribution to the bonus fund is
determined on the basis of the Company's Adjusted Annual Pretax Income,
pursuant to the following formula:
<TABLE>
<CAPTION>
Percentage of Adjusted
Annual Pretax Income
Adjusted Annual Pretax Income Allocated to Bonus Fund
---------------------------------------------------------------
<S> <C>
Up to $1,000,000 -0-
$1,000,000 but not exceeding $3,000,000 8%
$3,000,000 but not exceeding $5,000,000 10%
$5,000,000 but not exceeding $7,000,000 12%
$7,000,000 but not exceeding $10,000,000 15%
$10,000,000 and over 20%
</TABLE>
The actual amount of the contribution to the bonus fund in each fiscal year,
as well as the share of the bonus fund allocated to each executive officer
for such fiscal year, is determined by the Executive Compensation Committee
based upon the recommendations of the Co-CEOs. "Adjusted Annual Pretax
Income" of the Company is defined as consolidated income after provision for
bonuses to other employees of the Company and before provision for either
income taxes or payments under the Management Bonus Compensation Plan. For
fiscal year 1994, the maximum allowable contribution to the bonus fund was
$1,291,000 and the actual contribution to such fund was $1,240,000. Mr.
Brondo became an officer during the course of the fiscal year and did not
participate in the Management Bonus Compensation Plan.
The Management Bonus Compensation Plan is based on the proposition that
pre-tax earnings are an appropriate measure upon which to base the
compensation of the Executive Officers. Although the short-term performance
of the Common Stock will tend to fluctuate based on factors beyond the
control of management, the Executive Compensation Committee believes that
over the long term the performance of the Common Stock will reflect the
Company's operating performance as reflected in its pre-tax earnings. The
Management Bonus Compensation Plan's focus on annual pre-tax profitability is
balanced by the long-term focus resulting from the substantial ownership of
Common Stock by the Named Executive Officers.
-9-
<PAGE>
The Executive Compensation Committee has concluded that the Management Bonus
Compensation Plan has served the Company well, has provided appropriate
incentives to senior management of the Company, and is a fair and reasonable
method upon which to base the compensation of the Named Executive Officers.
The Stock Incentive Plan
Over the past three fiscal years, awards under the Stock Incentive Plan have
supplemented the bonuses paid under the Management Bonus Compensation Plan.
All of the stock options granted under the Stock Incentive Plan have been
qualified incentive stock options, and the number of options granted to the
executive officers, in general, reflect the decision of the Executive
Compensation Committee to allocate less than the maximum allowable
contribution to the bonus fund under the Management Bonus Compensation Plan.
Compensation of Co-Chief Executive Officers
The total compensation of $575,000 to each of the Company's Co-CEOs for the
fiscal year ended September 30, 1994, is determined largely under the
Management Bonus Compensation Plan. For fiscal year 1994, each of the
Co-CEOs received a base salary of $200,000, and, pursuant to the terms of the
Management Bonus Compensation Plan, shared in a bonus fund based on the
Company's fiscal year 1994 Adjusted Annual Pre-Tax Income. Each of the
Co-CEOs' share of the fiscal year 1994 bonus fund was determined by the
Executive Compensation Committee based in part on their recommendation as to
how the bonus fund should be allocated among the executive officers.
The specific bonus an executive receives is dependent on his level of
responsibility and individual performance. Levels of responsibility are
evaluated annually by the Executive Compensation Committee without regard to
any specific formula for allocation of the bonus pool. Assessments of
individual performance are also made annually by the Executive Compensation
Committee after receiving the recommendations of the Co-CEOs. Such
assessments are based on a number of factors, including individual and
corporate performance, initiative, business judgment, and management skills.
Messrs. G. McNamee and Goldberg's fiscal year 1994 award reflects each of
their significant personal contributions to the business and leadership in
building the Company's revenues, earnings, and capital position, and the very
strong financial results for fiscal year 1994.
COMPENSATION COMMITTEE
Hugh L. Carey, Chairman
J. Anthony Boeckh
Robert F.Vagt
-10-
<PAGE>
Performance Graph
Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on the Company's Common Stock against the
cumulative total return of the S&P Composite 500 Stock Index and the Lipper
Regional Brokerage Firm Index for the period from September 30, 1989 to
September 30, 1994. The graph assumes that the value of the investment in
the Company's Common Stock and each index was $100 at September 30, 1989 and
that all dividends, if any, were reinvested.
<TABLE>
<CAPTION>
Comparison of the Company's Common Stock
[GRAPH]
Data provided below
Fiscal Year Ending September
1989 1990 1991 1992 1993 1994
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
First Albany 100 59.34 95.78 123.64 156.33 160.57
S&P 500 Index 100 90.76 118.98 132.12 149.07 154.56
Lipper Regional Firm Index 100 69.66 160.24 168.70 278.62 231.05
</TABLE>
-11-
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors has nominated and recommends the election of each of
the nominees set forth below in the table under the caption "Directors and
Executive Officers" as a director of the Company to serve until the next
Annual Meeting of Stockholders or until his/her successor is duly elected and
qualified. Each nominee, with the exception of Charles L. Schwager, is
currently a director of the Company.
Should any nominee become unable or unwilling to accept nomination or
election, it is intended that the persons named in the enclosed proxy will
vote the shares that they represent for the election of a nominee designated
by the Board of Directors, unless the Board reduces the number of directors.
At present, it is anticipated that all nominees will be candidates.
The affirmative vote of a plurality of the votes cast by holders of shares of
Common Stock is required for the election of directors. Consequently, so
long as a quorum is present, any shares not voted (whether by abstention or
broker non-votes) have no effect on the election of directors. Proxies in the
enclosed form, unless otherwise directed, will be voted for the election as
directors of the eight nominees named below.
Directors and Executive Officers of the Company
The directors nominated for election and executive officers of the Company
are as follows:
GEORGE C. McNAMEE, age 48, joined First Albany in 1969. From 1975 until
1989, he served as President of First Albany. He has served as Chairman of
First Albany since 1984 and Co-Chief Executive Officer since 1993. Mr.
McNamee serves on the Board of Directors of Home Shopping Network, Inc., the
National Securities Clearing Corporation, the New York State Science and
Technology Foundation, and MapInfo Corporation. He previously served as a
member of the Governor's Commission on State and Local Fiscal Policies and as
Chairman of the State Debt Reform Committee for New York State. He also
serves as Chairman of the Committee on Clearance and Settlement of the
Securities Industry Association. Mr. McNamee has been Chairman and a director
of the Company since its incorporation in 1985.
ALAN P. GOLDBERG, age 49, joined First Albany in 1980 and shortly thereafter
became Executive Vice President. Mr. Goldberg became President of First
Albany in 1989 and Co-Chief Executive Officer in 1993. He is a past member
of the Board of Governors of the Boston Stock Exchange and past chairman of
the District Business Conduct Committee of the National Association of
Securities Dealers. Mr. Goldberg is Chairman of the Board of Trustees of the
Albany Institute of History and Art, and a Director of the Greater Albany
Chamber of Commerce and Albany Symphony Orchestra. Mr. Goldberg has been a
director of the Company since its incorporation in 1985.
-12-
<PAGE>
DANIEL V. McNAMEE III, age 50, is President of McNamee Consulting Company,
Inc., a management consulting firm specializing in the media communications
industry since 1981. Mr. McNamee has been a director of the Company since
its incorporation in 1985.
ROBERT F. VAGT, age 47, is the Chairman and Chief Executive Officer,
President and Director of Global Natural Resources Corporation. Prior to
joining Global Natural Resources Corporation in May 1992, Mr. Vagt was
employed by Adobe Resources Corporation from 1980 to 1992, serving as its
President from 1990 to 1992. Mr. Vagt is a member of the Board of Directors
of Santa Fe Energy Resources Inc., and was formerly the Executive Director of
the Municipal Assistance Corporation for the City of New York. Mr. Vagt is
Chairman of the Audit Committee and has been a director of the Company since
its incorporation in 1985.
J. ANTHONY BOECKH, Ph.D., age 56, is Chairman and Chief Executive Officer of
BCA Publications Ltd., Montreal, Canada, and has been Editor-in-Chief of The
Bank Credit Analyst since 1971. Mr. Boeckh is also a principal of Greydanus,
Boeckh and Associates Inc., Montreal, Canada, a fixed income specialty
manager. He also serves on other industry and community boards. Mr. Boeckh
has been a director of the Company since 1986, and serves as a member of the
Executive Compensation Committee.
HONORABLE HUGH L. CAREY, age 75, Governor of the State of New York from 1974
until 1982, and a Member of Congress from 1961 until 1974, is Executive Vice
President of W. R. Grace & Company, a trustee of Meditrust (a New York Stock
Exchange listed company), and is of counsel to the law firm of Whitman Breed
Abbott & Morgan. Governor Carey is the Chairman of the Executive
Compensation Committee and has served as a director of the Company since
1988.
HUGH A. JOHNSON, age 54, joined First Albany in 1977 and is currently Senior
Vice President and the Chief Investment Officer. He is also Chairman of
First Albany Asset Management Corporation. He has served on the Board of
Directors of First Albany since 1985. Mr. Johnson is a Director of the New
York State Business Development Corporation and serves on other state and
community boards. Mr. Johnson has served as Senior Vice President of the
Company since its incorporation in November 1985 and as a director of the
Company since 1990.
BENAREE P. WILEY, age 48, is President and Chief Executive Officer of The
Partnership, a Boston-based organization formed by business and civic leaders
to promote the development of professionals of color through access to
corporate, municipal, and state leaders. Ms. Wiley is Chair of the Board of
Trustees of the Boston Children's Museum. From 1989 to 1991, Ms. Wiley
served as Director of Graduate Admissions for Harvard Law School and from
1987 through 1991, she maintained a private consulting practice.
-13-
<PAGE>
CHARLES L. SCHWAGER, age 51, founded Loanet, Inc. in 1981, a provider of on-
line, real time accounting services to support financial institutions engaged
in the business of borrowing and lending securities. Mr. Schwager served as
President of Loanet, Inc. from 1981 to 1994, when the company was sold. He
continues to be employed by Loanet, Inc. in a consulting capacity.
George C. McNamee and Daniel V. McNamee, III are brothers.
Board and Committee Meetings
The Board of Directors held six meetings during the Company's fiscal year
ended September 30, 1994. Each current Director attended 75% or more of the
aggregate number of meetings of the Board of Directors that were held during
the period in which he was a director.
The Audit Committee, responsible for reviewing the Company's financial
statements, met twice during the fiscal year. Among other matters, the Audit
Committee reviews the Company's expenditures, reviews the Company's internal
accounting controls and financial statements, reviews with the Company's
independent auditors the scope of their audit, their report, and their
recommendations, and recommends the selection of the Company's independent
auditors. Following the close of the fiscal year 1994, the Audit Committee
met to review the report of the Company's independent auditors for fiscal
year 1994. During fiscal year 1994, the Audit Committee was comprised of
Messrs. Vagt and D. McNamee and Ms. Wiley.
The Executive Compensation Committee is responsible for reviewing and
approving the compensation of executive officers of the Company, compensation
under the Management Bonus Compensation Plan, and the granting of stock
options under the Stock Incentive Plan and awards under the Restricted Stock
Plan. Following the close of the fiscal year 1994, the Executive
Compensation Committee met to review and to approve the compensation under
the Management Bonus Compensation Plan. The Executive Compensation Committee
was comprised of Messrs. Carey, Boeckh, and Vagt.
The Board of Directors does not have a nominating committee.
During 1994, the Company paid directors who are not executive officers of the
Company an annual retainer of $5,000 and $1,000 per meeting attended, plus
reimbursement of reasonable expenses. In addition, the Chairman of any
committee and non-employee members of such committees are paid $250 and $200
respectively per meeting attended.
In the ordinary course of its business, First Albany Corporation has extended
credit to employees, including Directors and Officers, under Regulation T,
which regulates credit in cash and margin accounts. Such extensions of
credit are performing and are made on the same terms as for customers.
-14-
<PAGE>
SELECTION OF THE COMPANY'S INDEPENDENT AUDITORS
The Board of Directors has recommended that the accounting firm of Coopers &
Lybrand L.L.P. be selected as the Company's independent auditors for the
fiscal year ending September 30, 1995, subject to stockholder ratification.
Coopers & Lybrand L.L.P. conducted the audit for the fiscal year ended
September 30, 1994. Representatives of Coopers & Lybrand L.L.P. are expected
to be present at the Annual Meeting, and will have an opportunity to make a
statement and to respond to appropriate questions.
In the event the stockholders fail to ratify the selection of Coopers &
Lybrand L.L.P., the selection of independent auditors will be submitted to
the Board of Directors for reconsideration and selection. It is understood
that even if the selection is ratified, the Board of Directors, in its
discretion, may direct the appointment of a new independent accounting firm
at any time during the year if the Board of Directors believes that such a
change would be in the best interests of the Company and its stockholders.
The affirmative vote of a majority of the shares of Common Stock present and
voting at the Annual Meeting is required to ratify the selection of Coopers &
Lybrand L.L.P. as independent auditors of the Company.
The Board of Directors recommends that stockholders vote FOR the ratification
of the selection of & Lybrand L.L.P. as independent auditors of the Company.
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<PAGE>
OTHER MATTERS
At the date of this Proxy Statement, the Company has no knowledge of any
business other than that described above that will be presented at the Annual
Meeting. If any other business should come before the Annual Meeting, it is
intended that the persons named in the enclosed proxy will have discretionary
authority to vote the shares that they represent.
Any stockholder who wishes to submit a proposal for inclusion in the proxy
materials to be distributed by the Company in connection with its Annual
Meeting of Stockholders to be held in 1996 must do so no later than October
31, 1995. To be eligible for inclusion in the 1995 proxy materials of the
Company, proposals must conform to the requirements set forth in Regulation
14A under the Securities Exchange Act of 1934.
Upon the receipt of a written request from any stockholder, the Company will
mail, at no charge to the stockholder, a copy of the Company's Annual Report
on Form 10-K, including the financial statements and schedules required to be
filed with the Securities and Exchange Commission pursuant to Rule 13a-1
under the Securities Exchange Act of 1934, for the Company's most recent
fiscal year. Written requests for such Reports should be directed to:
Mr. David J. Cunningham
Vice President & Chief Financial Officer
First Albany Companies Inc.
41 State Street
P.O. Box 52
Albany, New York 12201-0052
You are urged to sign and to return your Proxy promptly in the enclosed
return envelope to make certain your shares will be voted at the Annual
Meeting.
By Order of the Board of Directors
Michael R. Lindburg
Secretary
January 31, 1995
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<PAGE>
[X] PLEASE MARK VOTES AS IN
THIS EXAMPLE
1.) The Election of Directors: 2.) The Ratification of the
Selection of Coopers & Lybrand
For With- For all as Certified Public
hold Except Accountants to audit the
[ ] [ ] [ ] financial statements of the
Company for the fiscal year
ending September 30, 1995
George C. McNamee, Alan P. For Against Abstain
Goldberg, J. Anthony Boeckh, [ ] [ ] [ ]
Hugh L. Carey, Hugh A. Johnson,
Daniel V. McNamee III, Charles
L. Schwager, Robert F. Vagt, and
Benaree P. Wiley
If you do not wish to have your 3.) In their discretion, the
shares voted "For" a particular proxies are authorized to vote
nominee, mark the "For All upon any other business the
Except" box and strike a line may properly come before the
through the nominee's name. meeting.
Your remaining shares will be
voted for the remaining For Against Abstain
nominee(s) [ ] [ ] [ ]
RECORD DATE SHARES: Please check only if you plain
to attend the Annual Meeting.
[ ]
Please be sure to sign and date Mark box at right if comments
this Proxy. or address change have been
Date:___________ noted on the reverse side of
this card. [ ]
________________ _________________
Shareholder sign Co-owner sign
here here
DETACH CARD
FIRST ALBANY COMPANIES INC.
Dear Stockholder:
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to the management and
operation of your Corporation that require your immediate attention and
approval. there are discussed in detail in the enclosed proxy
materials.
Your vote counts and you are strongly encouraged to exercise your right
to vote your shares.
Please mark the boxes on the proxy card to indicate how your stock shall
be voted. Then sign the card, detach it, and return your proxy vote in
the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders,
held on March 7, 1995.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
First Albany Companies Inc.
<PAGE>
FIRST ALBANY COMPANIES INC.
41 State Street
Albany, New York 12207
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
George C. McNamee and Alan P. Goldberg, and each of them, as proxies, with
full power of substitution, are hereby authorized to represent and to vote,
as designated below, all Common Stock of First Albany Companies Inc. held of
record by the undersigned on January 20, 1995 at the Annual Meeting of
Stockholders to be held at 10:00 A.M., on Tuesday, March 7, 1995 at Peter D.
Kiernan Plaza, Albany, New York, or at any adjournment thereof. IN THEIR
DISCRETION, THE ABOVE-NAMED PROXIES ARE AUTHORIZED TO VOTE ON SUCH MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
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Please sign this proxy exactly as your name appears on the books of the
Company. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more
than on name appears, a majority must sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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