UNITED CAPITAL INVESTMENT CORP.
60 EAST 42ND STREET
SUITE 1515
NEW YORK, NY 10165
Notice of Annual Meeting of Shareholders
To Be Held on April 30, 1998
To the Shareholders:
The Annual Meeting of Shareholders of United Capital Investment Corp. (the
"Company") will be held at the offices of United Capital Investment Corp., 60
East 42nd Street, Suite 1515, to consider and act upon the following matters:
1. To elect five directors to serve until the next Annual Meeting and
until their successors are chosen and qualified.
2. To approve the selection by the Board of Directors of Michael C.
Finkelstein & Co. as the Company's independent public accountants for
the fiscal year ended December 31, 1998.
3. To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on April 16, 1998 will be
entitled to notice of and to vote at the meeting. The stock transfer books of
the Company will remain open.
All shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors
LINDA LEE, Secretary
April 15, 1998
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ASSURE REPRESENTATION OF YOUR SHARES.
<PAGE>
United Capital Investment Corp.
60 East 42nd Street
Suite 1515
New York, New York 10165
Proxy Statement for
Annual Meeting of Shareholders
April 30 , 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of United Capital Investment Corp. (the
"Company") for use at the Annual Meeting of Shareholders to be held on April 30,
1998 and at any adjournment of that meeting. In considering whether or not to
have an adjournment, management will consider what is in the best interest of
the shareholders. All proxies will be voted in favor of the proposals set forth
in the Notice of Meeting. Any proxy may be revoked by a shareholder at any time
before it is exercised by written or oral request to Linda Lee, Secretary of the
Company.
The Board of Directors has fixed April 16, 1998 as the record date for the
determination of shareholders entitled top vote at the Annual Meeting. At the
close of business on April 16, 1998, there were outstanding and entitled to vote
199,000 outstanding shares of common stock (the "Common Stock") of the Company.
Each share is entitled to one vote.
The following table sets forth information concerning the Company's Common
Stock as of April 15, 1998 , by each person known by the Company to be the
beneficial owner of more than five percent of the Common Stock and by all
directors and officers of the Company as a group.
<TABLE>
<CAPTION>
Number of Percent of
Common Shares Common Stock
Name and Address Beneficially Owned Outstanding
- ---------------- ------------------ -----------
<S> <C> <C> <C> <C>
Paul Lee 68,250 (1) (2) 34.3%
c/o United Capital In. Corp.
60 East 42nd Street
Suite 1515
New York, NY 10165
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Number of Percent of
Common Shares Common Stock
Name and Address Beneficially Owned Outstanding
- ---------------- ------------------ -----------
<S> <C> <C>
Pei Chung Lee 54,753 (2) (3) 27.5%
c/o United Capital In. Corp.
60 East 42nd Street
Suite 1515
New York, NY 10165
Simon Lai 15,000 (4) 7.5%
c/o United Capital In. Corp.
60 East 42nd Street
Suite 1515
New York, NY 10165
James Yu 14,260 7.2%
c/o United Capital In. Corp.
60 East 42nd Street
Suite 1515
New York, NY 10165
Linda Lee 19,200 (5) 9.6%
c/o United Capital In. Corp.
60 East 42nd Street
Suite 1515
New York, NY 10165
Rita Lee 18,900 (6) 9.5%
c/o United Capital In. Corp.
60 East 42nd Street
Suite 1515
New York, NY 10165
Officers and Directors 157,243 79.0%
of the Company as a
group (6 persons)
</TABLE>
- ------------------------------------------
(1) Excludes 19,200 shares held by Linda Lee, Mr. Paul Lee's wife, as to which
shares Mr. Paul Lee disclaims beneficial ownership.
(2) Paul Lee and Pei Chung Lee may be deemed "control persons" of the Company
within the meaning of the Investment Company Act of 1940, as amended.
(3) Excludes 18,900 shares held by Rita Lee, Mr. Pei Chung Lee's wife, as to
which shares Mr. Pei Chung Lee disclaims beneficial ownership.
(4) Excludes 1,100 shares owned by his wife, Ms. Anna Lai, as to which shares
Mr. Simon Lai disclaims beneficial ownership.
(5) Excludes 68,250 shares held by Paul Lee, Ms Linda's Lee's husband, as to
which shares Mrs. Linda Lee disclaims beneficial ownership.
(6) Excludes 54,753 shares held by Pei Chung Lee, Ms. Rita Lee's husband, as to
which shares Ms. Rita Lee disclaims beneficial ownership.
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<PAGE>
The persons listed in the above table have voting and investment power with
respect to their shares.
All of the persons listed above, for as long as they continue to hold 5% or
more of the Company's outstanding Common Stock, will be deemed "affiliated
persons" of the Company, as such term is defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). All of the Company's outstanding Preferred
Stock is non-voting and is held by the United States Small Business
Administration (the "SBA).
PROPOSAL NO 1
ELECTION OF DIRECTORS
The affirmative vote of the holders of a majority of the Common Stock
present or represented at the meeting is required for the election of directors.
The persons named in the proxy will vote, as permitted by the By-Laws of the
Company, to elect as directors the five nominees named below, unless authority
to vote for the election of directors is withheld by marking the proxy to that
effect or the proxy is marked with the names of directors as to whom authority
to vote is withheld. The proxy may not be voted for more than five directors.
All of the nominees are presently directors of the Company.
Each director will be elected to hold office until the next annual meeting
of shareholders and until his or her successor is elected and qualified. If a
nominee becomes unavailable, the person acting under the proxy may vote the
proxy for the election of a substitute. It is not presently contemplated that
any of the nominees will be unavailable.
The following table sets forth the name of each nominee and the positions
and offices held by him or her, his or her age, the date on which he or she
became a director of the Company, his or her principal occupation and business
experience for the last five years, the names of other publicly-held companies
in which he or she serves as a director, the number of shares of Common Stock of
the Company which he or she reported were beneficially owned by him or her on
April 16, 1998, and the percentage of all outstanding shares of Common Stock
owned by him or her on such date:
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<PAGE>
<TABLE>
<CAPTION>
Name, Age, Common Stock Beneficially
Principal Occupation, Owned Directly Percentage of
Business Experience First became or Indirectly Common Stock
and Directorships a Director ------------- Outstanding
- ----------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
*Paul Lee, 73 May 1984 68,250 (1) 34.3%
President of the Company
since May 1984. From 1975 to
April 1984, Mr. Lee served
as President and Director of
World Wide Marine, Inc.
*Pei Chung Lee, 77 May 1984 54,753 (2) 27.5%
Director for World
International Holdings Ltd.
form 1980 to 1990. From 1975
to 1990, Mr. Lee served as
director of Wheelock Marden
and Co., Ltd., and Wheelock
Marden and Stewart Co., Ltd.
In addition, Mr. Lee served
as Vice Chairman for World
Wide Shipping Agency Ltd.
from 1973 to 1990
*Simon Lai, 64 May 1984 15,000 (3) 7.5%
Treasurer of the Company
since May 1984. From 1968 to
Feb./94 Mr. Lai has served
as Director of General
Accounting for St.
Luke's-Roosevelt Hospital
Center located in New York,
New York.
Robert Hsieh, 63 May 1989 -- --
President of Suntan Knitwear
Inc. since 1985. From 1976
to 1985 he served as
President of ATA Knit Inc.
Check Jun Chan, 62 January 1989 40 (4) (5)
Manager of the Accounting
Department of World Wide
Marine, Inc. since 1970.
</TABLE>
- -------------------------------------
* "Interested Persons" with respect to the Company, as such terms is defined in
the Investment Company Act of 1940.
-4-
<PAGE>
(1) See Notes (1) and (2) on page 2.
(2) See Notes (2) and (3) on page 2.
(3) See Note (4) on page 2.
(4) Excludes 40 shares held by Ms. Yung Ping Ho Chan, the wife of Mr. Chek Jun
Chan, as to which shares Mr. Chek Jun Chan disclaims beneficial ownership.
(5) Less than 1%.
Compensation of Directors and Executive Officers
------------------------------------------------
The following table sets forth all remuneration for services rendered to
the Company during the year ended December 31, 1997 paid to or accrued for the
account of (i) each of the executive officers, and (ii) all executive officers
and directors as a group.
<TABLE>
<CAPTION>
Number of Individual
or Number of Persons Capacities in
in Group Which Served Cash Compensation
- ---------------------------------------- ------------ ---------------------------------------
<S> <C> <C> <C>
Paul Lee President $ 80,004 (1)
---------------------------------------
Director $ 600.
---------------------------------------
Linda Lee Secretary $ 60,000.
---------------------------------------
All directors except Pei
Chun Lee and executive officers as a
group (6) $ 141,604.
---------------------------------------
</TABLE>
- ----------------------------------------
(1) Paul Lee's and Linda's salaries constitute a major portion of the Company's
total "management fee compensation" which must be approved by the United
States Small Business Administration. The United States Small Business
Administration has approved management fee compensation of [$ 160,000.00 ]
beginning with the fiscal year ending December 31,1995.
The Company has a policy of paying its directors of attending director
meetings annual fees of $300.00 to $600.00.
Mr. Paul Lee, an officer, director and 34.3% stockholder of the Company,
and Ms. Linda Lee, an officer and 9.6% stockholder of the Company, have
indicated their intentions to vote for all of the nominees named in this Proxy
Statement.
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<PAGE>
PROPOSAL NO. 2
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, including Directors who are not interested persons
of the Company, subject to shareholder approval, has selected Michael C.
Finkelstein & Co. as independent public accountants to be employed by the
Company for the fiscal years ended December 31, 1998 to sign or certify such
financial statements, or any portions thereof, as may be filed by the Company
with the Securities and Exchange Commission or any other authorities at any
time. The employment of such independent public accountants for such purpose is
subject to approval by the shareholders at this meeting. No member of Michael
Finkelstein & Co. or any associate thereof has a direct or indirect material
financial interest in the Company or any of its affiliates.
The affirmative vote of a majority of the Common Stock present or
represented at the meeting is required to approve the selection of Michael
Finkelstein & Co. as independent public accountants for the Company for fiscal
1998.
A representative of Michael Finkelstein & Co. will be present at the Annual
Meeting of Shareholders for the purpose of answering shareholder questions and
making any other appropriate statement.
Mr. Paul Lee, an officer , director, and 34.3 % stockholder of the Company
and Ms. Linda Lee, an officer and 9.6% stockholder of the Company have indicated
their intentions to vote for Proposal No. 2.
The Board of Director of the Company recommends a vote FOR Proposal No. 2.
OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the meeting. However, if any other matters are properly presented to the
meeting, it is intentions of the persons named in the accompanying proxy to
vote, or otherwise to act, in accordance with their judgment on such matters.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone and
personal interview.
The date of mailing of this Proxy Statement is expected to be on or about
April 16, 1998.
-6-
<PAGE>
Deadline for submission of Shareholder Proposals
Proposals of shareholders intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Company and its principal
executive officers not later than April 29, 1999, for inclusion in the proxy
statement for that meeting. Mere submission of a proposal does not guarantee its
inclusion in the Proxy Statement or its presentation at the meeting since
certain federal rules must also be met.
By Order of the Board of Directors
LINDA LEE, Secretary
April 15, 1998
The Board of Directors invites shareholders to attend the Annual Meeting.
Whether or not you plan to attend, you are urged to complete, date, sign, and
return the enclosed proxy in the accompanying envelope. Prompt response will
greatly facilitate arrangements for the meeting, and your cooperation will be
appreciated. Shareholders who attend the meeting may vote their stock personally
even thought they have sent in their proxies.
-7-
<PAGE>
PROXY FOR HOLDERS OF COMMON STOCK
United Capital Investment Corp.
The undersigned Common Shareholder of United Capital Investment Corp. (the
"Company") hereby constitutes and appoints Paul Lee and Linda Lee and each of
them, singly, proxies and attorneys of the undersigned, with full power of
substitution to each, for and in the name of the undersigned to vote and act
upon all matters (unless and except as expressly limited below) at the Annual
Meeting of Shareholders of the Company to be held on April 30 ,1998 at the
offices of United Capital Investment Corp., 60 East 42nd Street, Suite 1515, New
York, New York at 10:00 a.m., and at any and all adjournments thereof, in
respect of all Common Stock of the Company held by the undersigned or in respect
of which the undersigned would be entitled to vote or act, with all the powers
the undersigned would possess if personally present. All proxies heretofore
given by the undersigned in respect of said meeting are hereby revoked.
PROPOSAL 1. To Elect Directors
FOR electing all nominees listed (as recommended in the
proxy statement) except as marked below
Paul Lee, Pei Chung Lee, Simon Lai, Robert Hsieh, and Chek
Jun Chan.
WITHHOLD AUTHORITY to vote for all nominees listed__________
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that person's name in the space provided.
- --------------------------------------------------------------------------------
PROPOSAL 2. To approve the appointment of Michael Finkelstein & Co. as
independent public accountants for the fiscal year ended
December 31, 1998.
_________FOR _________AGAINST ________ABSTAIN
PROPOSAL 3. Such other matters as may properly come before the meeting.
_________FOR _________AGAINST ________ABSTAIN
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Specify desired action by check marks in the appropriate spaces. The Proxy
will be voted as specified. If no specification is made, the Proxy will be voted
for the nominees named in the Proxy statement to represent the Common
Shareholders and in favor of Proposal 2 and Proposal 3. The named proxies have
discretionary authority, which they intend to exercise in favor of the proposals
referred to and according to their best judgment as to other matters which
properly come before the meeting.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE AS
SOON AS POSSIBLE.
No.of Shares: Dated:
------------------- -----------------------------
- -------------------------------- ------------------------------------
(Print Name) (Signature of Shareholder)
- -------------------------------- ------------------------------------
(Print Name) (Signature of Shareholder)
The signature(s) on this Proxy should
correspond exactly with the
shareholder's name on the Company's
stock transfer books. In the case of
joint tenancies, co-executors or
co-trustees, both should sign. Person(s)
signing as Attorney, Executor,
Administrator, Trustee or, Guardian
should provide full title.
-2-
