U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 19, 1996
To the Stockholders of
U.S. Bridge of N. Y., Inc.
NOTICE IS HEREBY GIVEN that a Annual Meeting of Stockholders
of U.S. Bridge of N. Y., Inc. (the "Corporation") will be held
at___________________ at _______________ on December 19, 1996 at 10:30 a.m., New
York time, for the following purposes:
1. To elect three (3) Directors to the Corporation's Board of Directors to
hold office for a period of one year or until their successors are duly elected
and qualified;
2. To ratify an amendment to the Corporation's Senior Management Incentive
Plan to increase the number of shares of Common Stock authorized for issuance
thereunder from 1,000,000 to 2,000,000; and
3. To ratify an amendment to the Corporation's Employee Stock Option Plan
to increase the number of shares of Common Stock authorized for issuance
thereunder from 1,000,000 to 2,000,000;
4. To transact such other business as may properly be brought before the
meeting or any adjournment thereof.
The close of business on November 12, 1996 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you
plan to attend, please complete, date and sign the accompanying proxy and return
it promptly in the enclosed envelope to assure that your shares are represented
at the meeting. If you do attend, you may revoke any prior proxy and vote your
shares in person if you wish to do so. Any prior proxy will automatically be
revoked if you execute the accompanying proxy or if you notify the Secretary of
the Corporation, in writing, prior to the Annual Meeting of Shareholders.
By Order of the Board of Directors
Ronald Polito, Secretary
Dated: November __, 1996
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. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
<PAGE>
U.S. Bridge Corp.
53-09 97th Place,
Corona, New York 11368
PROXY STATEMENT
FOR
Annual Meeting of Stockholders
To Be Held on December 19, 1996
This proxy statement and the accompanying form of proxy have been
mailed on November __, 1996 to the stockholders of record on November 12, 1996
of U.S. Bridge Corp., a New York corporation (the "Corporation") in connection
with the solicitation of proxies by the Board of Directors of the Corporation
for use at the Annual Meeting to be held on December 19, 1996 and at any
adjournment thereof.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
Shares of the Corporation's common stock (the "Common Stock")
represented by an effective proxy in the accompanying form will, unless contrary
instructions are specified in the proxy, be voted (i) FOR the election of three
(3) persons nominated by the Board of Directors as directors (ii) FOR the
ratification of an amendment to the Corporation's Senior Management Incentive
Plan to increase the number of shares of Common Stock authorized for issuance
thereunder from 1,000,000 to 2,000,000 shares and (iii) FOR the ratification of
an amendment to the Corporation's Employee Stock Option Plan to increase the
number of shares of Common Stock authorized for issuance thereunder from
1,000,000 to 2,000,000 shares.
Any such proxy may be revoked at any time before it is voted. A
stockholder may revoke this proxy by notifying the Secretary of the Corporation
either in writing prior to the Annual Meeting or in person at the Annual
Meeting, by submitting a proxy bearing a later date or by voting in person at
the Annual Meeting. An affirmative vote of a plurality of the shares of Common
Stock, present in person or represented by proxy, at the Annual Meeting and
entitled to vote thereon is required to elect the directors. A stockholder
voting through a proxy who abstains with respect to the election of directors is
considered to be present and entitled to vote on the election of directors at
the meeting, and is in effect a negative vote, but a stockholder (including a
broker) who does not give authority to a proxy to vote, or withholds authority
to vote, on the election of directors shall not be considered present and
entitled to vote on the election of directors. A stockholder voting through a
proxy who abstains with respect to approval of any other matter to come before
the meeting is considered to be present and entitled to vote on
2
<PAGE>
that matter and is in effect a negative vote, but a stockholder (including a
broker) who does not give authority to a proxy to vote, or withholds authter
shall not be considered present and entitled to vote thereon.
The Corporation will bear the cost of the solicitation of proxies by
the Board of Directors. The Board of Directors may use the services of its
executive officers and certain directors to solicit proxies from stockholders in
person and by mail, telegram and telephone. Arrangements may also be made with
brokers, fiduciaries, custodians, and nominees to send proxies, proxy statements
and other material to the beneficial owners of the Corporation's Common Stock
held of record by such persons, and the Corporation may reimburse them for
reasonable out-of-pocket expenses incurred by them in so doing.
The Annual Report on Form 10-KSB for the fiscal year ended June 30,
1996 including audited financial statements accompanies this proxy statement.
The principal executive offices of the Corporation are located at
53-09 97th Place, Corona, New York 11368, the Corporation's telephone number is
(718) 699-0100.
Independent Public Accountants
The Board of Directors of the Corporation has selected Scarano &
Lipton, P.C., Certified Public Accountants, as independent accountants of the
Corporation for the fiscal year ending June 30, 1996. Stockholders are not being
asked to approve such selection because such approval is not required. The audit
services provided by Scarano & Lipton, P.C. consisted of examination of
financial statements, services relative to filings with the Securities and
Exchange Commission, and consultation in regard to various accounting matters.
Representatives of Scarano & Lipton, P.C. are expected to be present at the
meeting and will have the opportunity to make a statement if they so desire and
answer appropriate questions.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the Corporation's
Common Stock, par value $.001 per share. The presence, in person or by proxy, of
a majority of shares entitled to vote will constitute a quorum for the meeting.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to stockholders. The close of business on November 12, 1996 has been
fixed as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting and any adjournment thereof. At that date,
__________ shares of Common Stock were outstanding. Voting of the shares of
Common Stock is on a non-cumulative basis.
3
<PAGE>
The following table sets forth information as of November __, 1996,
with respect to the beneficial ownership of shares of Common Stock by (i) each
person (including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended), known by the Corporation to be the
owner of more than 5% of the outstanding shares of Common Stock, (ii) each
director, and (iii) all officers and directors as a group. Except to the extent
indicated in the footnotes to the following table, each of the individuals
listed below possesses sole voting power with respect to the shares of Common
Stock listed opposite their name.
<TABLE>
<CAPTION>
Percent of
Number of Common Stock
Name Shares Owned
<S> <C> <C>
Joseph Polito (1)(2) 4,261,156 62.5%
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Steven Polito (2) 50,000 *
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
Ronald Polito (3) 50,000 *
c\o U.S. Bridge Corp.
53-09 97th Place
Corona, New York 11368
All officers and directors
as a group (3 persons) (1)-(4) 4,361,156 64.0%
* Less than 1%.
</TABLE>
(1) Includes 150,000 shares of Common Stock issued pursuant to the terms of
the Company's Senior Management Incentive Plan. Does not include an
aggregate of 251,000 shares gifted by Mr. Polito, of which 181,000
shares were gifted to members of Mr. Polito's family (50,000 shares of
each of Ronald and Steven Polito) and 70,000 shares were gifted to
employees of the Company, as of January 23, 1995. Mr. Polito disclaims
beneficial ownership of all shares transferred to his family members.
(2) Joseph Polito is the father of Steven and Ronald Polito.
Certain Reports
No person who, during the fiscal year ended June 30, 1996, was a
director, officer or beneficial owner of more than ten percent of the
Corporation's Common Stock (which is the only
4
<PAGE>
class of securities of the Corporation registered under Section 12 of the
Securities Exchange Act of 1934 (the "Act") (a "Reporting Person") failed to
file on a timely basis, reports required by Section 16 of the Act during the
most recent fiscal year or prior years. The foregoing is based solely upon a
review by the Corporation of Forms 3 and 4 during the most recent fiscal year as
furnished to the Corporation under Rule 16a-3(d) under the Act, and Forms 5 and
amendments thereto furnished to the Corporation with respect to its most recent
fiscal year, and any representation received by the Corporation from any
reporting person that no Form 5 is required, except as described herein.
It is expected that the following will be considered at the meeting
and action taken thereon.
I. ELECTION OF DIRECTORS
The Board of Directors currently consists of three members elected for
a term of one year and until their successors are duly elected and qualified.
An affirmative vote of a plurality of the shares of Common Stock,
present in person or represented by proxy at the Annual Meeting, and entitled to
vote thereon is required to elect the directors. All proxies received by the
Board of Directors will be voted for the election as directors of the nominees
listed below if no direction to the contrary is given. In the event any nominee
is unable to serve, the proxy solicited hereby may be voted, in the discretion
of the proxies, for the election of another person in his stead. The Board of
Directors knows of no reason to anticipate this will occur.
The following table sets forth as of November __, 1996, with respect to
the five nominees for election as directors of the Corporation:
Position with Corporation; Continually
Name Principal Occupation and Age Since
Joseph M. Polito has been the president and director of the Company from
the date of the Acquisitions in April 1994 to present. Mr. Polito has been the
president and a director of NY since its inception in 1990 and prior to the
Acquisitions in April 1994 was the sole shareholder of NY. Prior to the
Acquisitions, the Company was a shell company with no operations named Cofis
International Corp., which was formed in September 1988 as Colonial Capital
Corp. Mr. Polito oversees the running of all of the Company's operations. From
December 1990 to present, Mr. Polito has been the president and sole director
and shareholder of One Carnegie Court Associates, Inc. ("One Carnegie"), a
wholly owned subsidiary of Bridge. Mr. Polito is the president and sole director
and shareholder of Waldorf Steel Fabricators, Inc. ("Waldorf"), a company which
fabricated steel prior to August 1, 1995. From 1985 until the present, Mr.
Polito has been the president and sole shareholder o Mr. Polito has been the
president and 100% shareholder of Gem Steel Erectors, Inc.,
5
<PAGE>
a non-operating entity. Neither Atlas nor Gem Steel have transacted any business
or other operations since ceasing operations and neither company has any present
intention to resume operations. From 1983 to present, Mr. Polito has been the
President and 100% shareholder of R.S.J.J. Realty Corp., a company which owns
and leases real property. From 1986 to present, Mr. Polito has been the
president and 100% shareholder of Atlas Gem Leasing, Inc., a company which
leases generators and other construction equipment. From 1988 to present, Mr.
Polito has been a 50% shareholder of Crown Crain, Ltd., a company which leases
cranes for construction projects. Mr. Polito is currently Chairman of the Steel
Institute of New York, Co-Chairman of the International Union of Structural
Ironworkers, locals 40, 361 and 417 union fund and a current director and past
president of Allied Metal Building, an industry organization authorized to
negotiate with the structural iron worker local 40 and 361, operating engineers
local 14 and local 15a and 15d, cement masons local 780 as well as chairman of
the negotiating committee solely for the structural engineers. Mr. Polito is a
member of the safety committee for the City of New York, Building Trade
Employers Association.
Ronald J. Polito has been the secretary, treasurer and a director of the
Company from the date of the Acquisitions in April, 1994 to present. Mr. Polito
has been the secretary and a director of NY since its inception in 1990. Mr.
Polito oversees the daily progress on all projects in process and analysis of
the final costs and profits of jobs completed and the preparation and bidding on
new projects. From its inception in 1990 until March 1995, Mr. Polito was also
the treasurer of NY. From 1985 until the present, Mr. Polito has been the
secretary of Gem Steel Erectors, Inc. From December 1990 to present, Mr. Polito
has been the secretary of One Carnegie and Waldorf. From 1983 to present Mr.
Polito has been the secretary of R.S.J.J. Realty Corp. Mr. Polito received a
Bachelor of Science Degree in Civil Engineering from Brooklyn Polytechnical
Institute in 1981. Ronald J. Polito is the son of Joseph M. Polito.
Steven J. Polito has been a director of the Company since the date of the
Acquisitions in April 1994. Mr. Polito was elected treasurer of NY in March
1995. He had previously been a Project Manager and has been a director of the NY
since its inception in 1990. Mr. Polito oversees the daily operations for
projects in process and projects completed, including; purchasing and leasing of
materials and machinery and the distribution of labor. From 1988 until April
1994, Mr. Polito worked as a Project Manager of Atlas Gem Erectors Cand erected
steel structures. Steven J. Polito is the son of Joseph M. Polito. From 1988 to
present, Mr. Polito has been the treasurer of Gem Steel Erectors, Inc. From 1988
to present, Mr. Polito has been the treasurer of One Carnegie, Waldorf and
R.S.J.J. Realty Corp.
Significant Employees of NY
John G. Bauer, has been the chief administrative officer (a non-executive
position) of the Company since February 1995. From March 1992 to February 1995,
Mr. Bauer was the President of Dynamic Construction Consulting, Inc., a company
which provided construction management services. From July 1988 to March 1992,
Mr. Bauer was a Vice President of Tishman Construction Corp. of N.Y., a
construction company.
6
<PAGE>
Michael Panayi, has been a structural engineer for the Company since
the commencement of operations in June 1993. Prior to his employment with the
Company, Mr. Panayi was a structural engineer for Atlas from 1987.
As permitted under Delaware Corporation Law, the Corporation's
certificate of incorporation eliminates the personal liability of the directors
to the Corporation or any of its shareholders for damages for breaches of their
fiduciary duty as directors.
As a result of the inclusion of such provision, stockholders may be
unable to recover damages against directors for actions taken by them which
constitute negligence or gross negligence or that are in violation of their
fiduciary duties. The inclusion of this provision in the Corporation's
Certificate of Incorporation may reduce the likelihood of derivative litigation
against directors and other types of shareholder litigation.
Board Meetings, Committees and Compensation
During the fiscal year ended June 30, 1996, no meetings of the Board of
Directors was held, action was taken on ____ (_) occasions by unanimous written
consent of the Board of Directors in lieu of meeting. The Corporation does not
pay its directors for attendance at meetings of the Board of Directors or
committee meetings.
The Board of Directors recommends that you vote "FOR" the nominees for
Director.
EXECUTIVE COMPENSATION AND RELATED MATTERS
Summary of Cash and Certain Other Compensation
The following provides certain information concerning all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded
to, earned by, paid by NY, the Company's subsidiary, during the years ended June
30, 1995, 1994 and 1993.
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
(a) (b) (c) (d) (e) (f)
Name and Principal Other Annual Options/
Position Year (1) Salary($) Bonus($) Compensation SARS
<S> <C> <C> <C> <C> <C>
Joseph Polito 1996 $300,000 - $111,911(2) -
President and Director 1995 378,000 - 68,200 (2) -
1994 300,000 - 13,800 (2) -
Ronald Polito 1996 $125,000 - $15,144 (3) -
Secretary and Director 1995 121,000 - 21,200 (3) -
1994 109,600 - 17,451 (3) -
Steven Polito 1996 $94,000 - $ 8,275 (4) -
Treasurer and Director 1995 91,575 - 9,900 (4) -
1994 19,980 - - -
</TABLE>
(1) The Company did not engage in any operations prior to June, 1993 and,
therefore, did not compensate any of its executive officers prior to such time.
(2) Includes (i) the payment of premiums on a life insurance policy of
$54,362, $46,000 and $5,119 (ii) the payment of travel expenses of $50,000,
$22,200 and $23,139 for the years ended June 30, 1996, 1995 and 1994,
respectively and the payment of an automobile lease of $7,549 for the year ended
June 30, 1996. See " - Employment Agreements."
(3) Includes (i) payments on the lease of an automobile of $5,416, $8,000
and $8,574, (ii) the payment of premiums on a term life insurance policy of
$4,684, $5,800 and $8,877 and (iii) a travel allowance of $2,971, $7,400 and $0,
for the years ended June 30, 1996, 1995 and 1994, respectively.
(4) Includes payment on a lease automobile of $5,304 & $6,700 and a travel
allowance of $2,971 & $3,200 for the years ended June 30, 1996 and 1995.
Stock Options
The following table sets forth certain information concerning the grant of
stock options made during the year ended June 30, 1996 under the Corporation's
1994 Senior Management Incentive Plan.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
====================================================================================================================================
Individual Grants
- ------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
% of Total
# of Securities Options/SAR's
underlying Granted to
Options/SAR's Employees in Exercise or Base
Name Granted(1) Fiscal Year Price ($/SH) Expiration Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph M. Polito 25,000 100% $5.50 04/04/99
====================================================================================================================================
</TABLE>
8
<PAGE>
(1) Represents incentive stock options granted under the Corporation's 1994
Senior Management Incentive Plan (the "Management Plan"). Options
granted under this Management Plan are intended to qualify as incentive
stock options under the Internal Revenue Code of 1986, as amended.
Under the terms of the Management Plan, options may be granted to
officers, key employees, directors and consultants of the Corporation
for a maximum term of 10 years. Options granted to directors, who are
not officers or employees, or to consultants, do not qualify as
incentive stock options. The option price per share may not be less
than the fair market value of the Corporation's shares on the date the
option is granted. However, options granted to persons owning more than
10% of the Corporation's Common Stock may not have a term in excess of
five years and may not have an option price of less than 110% of the
fair market value per share of the Corporation's shares on the date the
option is granted.
The following table contains information with respect to employees of
the Corporation concerning options held as of June 30, 1996.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
================================================================================================================================
(a) (b) (c) (d) (e)
- --------------------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised In-
Unexercised The-Money
Options/SAR's at Options/SAR's
FY-End (#) at FY-End($)
Shares Acquired Value Realized($) Exercisable/ Exercisable/
Name on Exercise (#) Unexercisable Unexercisable(1)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Joseph M. Polito 0 0 7,500/17,500 0/0
</TABLE>
(1) Based upon the average bid and asked prices for such Common
Stock on October 18, 1996 ($1.875), as reported by a market
maker. Since the Options are exercisable at $5.50, there is no
value to such options as of such date.
Employment Agreement
Joseph Polito entered into an employment agreement with NY dated April
4, 1995, whereby Mr. Polito shall devote 80% of his business time to the affairs
of NY. The agreement is for a term of approximately three years expiring June
30, 1998. Pursuant to the terms of the agreement Mr. Polito is to receive an
annual salary of $300,000 per annum until June 30, 1996 with 10% yearly
escalations, subject to adjustment by the Board of Directors. Mr. Polito is also
to receive a yearly non-accountable expense allowance of $50,000. Mr. Polito
received stock options under the NY's 1994 Senior Management Incentive Plan to
purchase 25,000 share at $5.00 per share, vesting at the rate of 7,500 in each
of April, 1996 and 1997 and 10,000 in April, 1998. Mr. Polito also has the right
to receive a yearly bonus equal to five percent (5%) of the first $1,000,000,
upon reaching $1,000,000 and five percent (5%) of the next $500,000, upon
reaching $1,500,000 and five percent (5%) after $1,500,000, of all the pre-tax
profits of NY. NY shall pay to Mr. Polito a monthly draw of $10,000 against the
bonus. Pursuant to the agreement NY shall pay the premiums on a $3,500,000 life
insurance policy for the benefit of individuals
9
<PAGE>
as directed by Mr. Polito, with an estimated yearly premium of $80,000. The
agreement restricts Mr. Polito from competing with NY for a period of one year
after the termination of his employment. The agreement provides for severance
compensation to be paid to Mr. Polito if his employment with NY is terminated or
there is a decrease in responsibilities or duties following a change in control
of NY. The severance compensation shall be made in one payment equal to three
times the aggregate annual compensation paid to the Employee during the
preceding calendar year.
Steven and Ronald Polito receive annual salary compensations of $94,000
and $125,000, respectively, from NY, which compensation levels commenced in
March 1995 and April 1994, respectively. Both individuals also receive a car
allowance equal to the monthly lease payments on their automobiles and the
payment of premiums on life insurance policies of which they choose their
beneficiaries. Neither individual has entered into an employment agreement with
NY or the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 1, 1991, One Carnegie leased to Waldorf Steel Fabricators,
Inc., "Waldorf", an affiliate owned by the Company's majority stockholder, the
facilities it purchased in January 1991. Such lease is for five (5) years and
provides for monthly rental payments of $50,000. Pursuant to such lease
agreement, any funds collected in excess of the total annual rent of $600,000 is
to be credited to the next respective subsequent year. The lease also provides
for all real estate taxes and operating costs to be paid directly by the lessee.
All of the rental income was derived and the entire rent receivable balance of
$975,378 and $709,844 as of June 30, 1995 and 1994, respectively, is due from
Waldorf. One Carnegie has made a $975,398 and $300,000 provision related to such
receivables at June 30, 1995 and 1994, respectively. Pursuant to an assignment
agreement entered during 1994, Waldorf has assigned all of its rights, title and
interests in certain accounts receivable amounting to $571,172 to One Carnegie
as collateral to secure the amounts owed to One Carnegie.
As a part of the acquisition of NY and One Carnegie, pursuant to the
consent of the Board of Directors and the written consent of shareholders
holding approximately 68.1% of the outstanding shares, the Company's (i) amended
its certificate of incorporation to (a) change the Company's name from Cofis
International Corp., to U.S. Bridge Corp., (b) authorized a 1-for-4 reverse
stock split, (c) increase the par value on the Company's Stock from $.0001 to
$.001 per share, (d) increase the authorized shares of Common Stock from
10,000,000 shares to 50,000,000 shares and (e) authorized the issuance of
10,000,000 shares of preferred stock, which shares are to be issued upon the
terms, designations and preferences as determined by the Company's Board of
Directors; (ii) authorized the actions necessary to effect and consummate the
agreement and plan of reorganization and the issuance of shares of Common Stock
to The Company and One Carnegie and (iii) to elect Joseph Polito, Ronald Polito
and Steven Polito as directors of the Company. In connection with the
Acquisitions, the Company changed its fiscal year from December 31 to June 30.
On June 13, 1993, NY executed an agreement to pay $400,000 in
connection with the purchase from Atlas Gem Erectors Co., Inc. ("Atlas") of six
existing contracts to perform steel erection services, which included the
following projects; Stillwell Avenue, 39th Street Bridge
10
<PAGE>
Rehabilitation, Honeywell Street Bridge, New England Throughway, Lemon Creek and
Kosciuszko Bridge projects. Atlas is wholly owned by Joseph Polito. Upon the
sale of the contracts to NY and its completion of its final project in September
1994, Atlas ceased operations. During June 1994, Atlas agreed to capitalize such
debt in exchange for 320,000 shares of the Company's Common Stock. As a result
of such conversion, NY's additional paid in capital had been increased by
$400,000. The shares received by Atlas were issued to its sole shareholder,
Joseph Polito, simultaneously with the conversion.
On August 27, 1994, the Company purchased a resort hotel located in
Liberty, New York named Swan Lake Hotel from the Resolution Trust Corporation
("RTC"), for the total purchase price of $450,000. The RTC as the conservator of
the Yorkline Federal Savings Association. Simultaneously with the acquisition of
the hotel, the Company, assigned the title of the is conversion of approximately
$1,202,694 of debt to equity. Prior to, but in connection with the assignment of
the property to Mr. Polito, Mr. Polito retired $900,000 and $302,694 of debt on
April 30, 1994 and June 30, 1994, respectively, for an aggregate of 962,155
shares of the Company's Common Stock. The hotel has not been occupied for over
four years and has deteriorated significantly due to deterioration through
weather infiltration, vandalism and lack of maintenance. The hotel consists of
five buildings and 323 rooms. Mr. Polito has no current plans to renovate this
hotel at this time and in the event that he decides to renovate this property he
will use a general contractor located in the area of the hotel to perform the
renovation and will not use the Company to perform any of the renovations.
NY leases its administrative office space and certain storage space
from R.S.J.J. Realty Corp., an affiliate owned by the Company's majority
stockholder, Joseph Polito, based on a signed lease agreement expiring on March
31, 1998 with a rental payment of $20,000 per month. Mr. Polito is the majority
shareholder of the Company, he owns approximately 69.5% of the outstanding
shares of the Company and therefore, may be deemed to control the shares of NY
owned by the Company which is 50.1% of the outstanding shares.
During the years ended June 30, 1995 and 1994 NY purchased from Waldorf
Steel Fabrications, Inc. ("Waldorf") approximately $478,000 and $3,085,786,
respectively, of fabricated steel. Such amounts paid to Waldorf represented
approximately 58% and 82% of the total steel purchased by NY for the years ended
June 30, 1995 and 1994, respectively. From July 1995 to September 1995, NY paid
Waldorf approximately $180,000 for fabrication services. In addition, Atlas Gem
Erectors Co., Inc. paid $193,538 of NY's general and administrative expenses for
the years ended June 30, 1994. Amounts payable related to such transactions
total $134,549 and are included in accounts payable at June 30, 1994. Such
amounts are non-interest bearing. Said affiliates are under the common control
of the majority stockholder of the Company.
In June 1995, the Company issued Marlowe 500,000 shares of Common Stock
pursuant to the terms of a consulting agreement, 250,000 of which are being held
in escrow by Alan Berkun, counsel for Marlowe & Company ("Marlowe"), a National
Association of Securities Dealer's, Inc. member broker dealer, in which Alan
Berkun is the president and principal
11
<PAGE>
stockholder, pending the Company's securities being quoted on the Nasdaq
SmallCap Stock Market. The sale of the 500,000 shares were registered pursuant
to a Registration Statement on Form S-8 filed by the Company on June 11, 1995.
In addition to the shares issued the consulting agreement provided for the
payment of a consulting fee of $4,000 per month for six months commencing June
1995, as additional compensation. Pursuant to the terms of the consulting
agreement in addition to consulting services, Marlowe must utilize its best
efforts to raise a minimum of $750,000 for the Company upon the Company's
securities being quoted on the Nasdaq. No funds were raised by Marlowe for the
Company. All 500,000 shares were resold pursuant to the S-8 registration
statement filed by Alan Berkun on behalf of the Company. On August 1, 1996, the
Company amended its June 1995 agreement with Marlowe & Company ("Marlowe"), in
which the Company agreed to issue an additional 250,000 shares of Common Stock
to Marlowe, which were issued on August 1, 1996 and resold pursuant to
Regulation S under the Act. Alan Berkun acted as special counsel for the Company
regarding these transactions.
On August 1, 1995, One Carnegie entered into a lease surrender
agreement with Waldorf. Pursuant to such agreement, Waldorf surrendered the
premises and waived any and all rights to possession of such premises, whereby
as of such time Waldorf ceased operations. Simultaneously, One Carnegie entered
into a lease agreement with U.S. Bridge MD. Such lease expires on December 31,
2001 and provides for monthly rental payments of $50,000. The lease also
provides for all real estate taxes and operating costs to be paid directly by
U.S. Bridge of MD. In connection with the lease, U.S. Bridge MD paid
approximately $82,000 on account towards rent to One Carnegie on October 2,
1995.
On September 1, 1995, in conjunction with the underwriter of NY's
public offering exercising its over-allotment option to purchase 91,850
additional shares of NY's common stock, the Company exercised its Special
Warrant and purchased 5,665 shares of NY's Common Stock at $2.50 per share.
On October 11, 1995, NY paid One Carnegie $50,000 on behalf of U.S.
Bridge MD for fabrication services performed by U.S. Bridge MD. Such payment was
treated as an on account payment by NY to U.S. Bridge MD. From July 1995 to
October 1995 NY paid U.S. Bridge MD approximately $183,000 for the labor
associated with the fabrication of steel.
On May 13, 1996, Joseph Polito, the Company's president entered into a
memorandum of understanding with an individual, Lubov Ulianova, whereby Mr.
Polito borrowed $300,000 from Mr. Ulianova, which loan was secured by 550,000
shares of the Company's Common Stock owned by Mr. Polito, which shares were put
into an escrow account, with Alan Berkun as the escrow agent. The funds were
then loaned by Mr. Polito to the Company. The loan provided that upon the
Company's listing of its Common Stock on the Nasdaq SmallCap Stock market
("Nasdaq"), the Company would call its loan to the Company, which would and was
repaid by the issuance by the Company of 400,000 shares of Common Stock to Mr.
Ulianova as payment for the loan, which transaction was to be pursuant to
Regulation S under the Securities Act of 1933, as amended. In addition, Mr.
Polito granted Mr. Ulianova an option to purchase 600,000 shares
12
<PAGE>
at a price of $1.50, which option was to expire 6 months from the listing of the
Company's securities on Nasdaq and which option may only be exercised if the bid
price for the Company's Common Stock is at least $3.00. The Company's Common
Stock was approved for listing on Nasdaq on July 25, 1996 at which time the loan
was repaid. The option has not been exercised to date.
The terms of Joseph Polito's employment agreement are described in the
Executive Compensation section of this report.
II. Ratification of an Amendment to the Corporation's
Senior Management Incentive Plan to Increase
the Number of Shares of Common Stock Authorized
for Issuance thereunder from 1,000,000 to 2,000,000
The Board of Directors has unanimously approved, subject to shareholder
approval an amendment to the Corporation's Senior Management Incentive Plan (the
"Management Plan") to increase the number of shares issuable under such Plan
from 1,000,000 shares to 2,000,000 shares. The Plan, as originally adopted by
shareholders of the Corporation's on ____________, and as amended on December ,
1996, a copy of which is annexed hereto as Appendix A.
The board believes that this amendment to the Management Plan is
necessary, the Company is expanding its operations and may be required to hire
additional management employees in order to continue the expansion of its
operations. In addition, the Company may acquire other companies and desire to
give management equity incentives. Presently, the Management Plan provides for
1,000,000 shares authorized for issuance, of which _________ shares have been
issued pursuant to restricted stock agreement and ____________ shares underlying
options granted, whereby there are only ____________ shares available under the
Management Plan. The remaining number of shares authorized under the Management
Plan has been deemed by the Board of Directors as insufficient to provide for
additional awards to attract and retain key executive management personnel and
to provide incentives to management personnel to maximize shareholder value. The
Management Plan is designed to augment the Corporation's existing compensation
programs and is intended to enable the Corporation to have its executives, key
employees and consultants participate in the growth and success of the
Corporation through awards under the Management Plan. Management believes that
equity incentives are necessary to attract, motivate and retain key personnel.
It is further felt that rewarding management through the grants under
the Management Plan is particularly appropriate given the success of the Company
and its subsidiaries in the past year, the Company currently having a backlog
pany will expand its operations during the next fiscal year and will be required
to offer competitive compensation packages to obtain and retain the qualified
management which the Corporation and its subsidiaries need in order to
successfully and profitably expand operations.
13
<PAGE>
The affirmative vote of the holders of a majority of the shares of the
Corporation's Common Stock issued and outstanding on the record date is required
for the approval of this proposal. The directors and officers of the Corporation
and other principal stockholders owning of record, beneficially, directly and
indirectly, an aggregate of approximately __________ shares of the Corporation's
Common Stock constituting approximately ____% of such shares outstanding on the
record date, have agreed to vote in favor of approval of this proposal.
II. Ratification of an Amendment to the Corporation's
Employee Stock Option Plan to Increase
the Number of Shares of Common Stock Authorized
for Issuance thereunder from 1,000,000 to 2,000,000
The Board of Directors has unanimously approved, subject to shareholder
approval an amendment to the Corporation's Senior Management Incentive Plan (the
"Plan") to increase the number of shares issuable under such Plan from 1,000,000
shares to 2,000,000 shares. The Plan, as originally adopted by shareholders of
the Corporation's on ____________, is annexed hereto as Appendix A.
The board believes that this amendment to the Plan is necessary, the
Company is expanding its operations and may be required to hire additional
employees in order to continue the expansion of its operations. In addition, the
Company may acquire other companies and desire to give employees equity
incentives. Presently, the Plan provides for 1,000,000 shares authorized for
issuance, of which _________ shares have reserved for issuance pursuant to the
grant ot stock options to employees, whereby there are only ____________ shares
available under the Plan. The remaining number of shares authorized under the
Plan has been deemed by the Board of Directors as insufficient to provide for
additional awards to attract and retain key employees and personnel and to
provide incentives to maximize shareholder value. The Plan is designed to
augment the Corporation's existing compensation programs and is intended to
enable the Corporation to have its key employees and consultants participate in
the growth and success of the Corporation through awards under the Plan.
Management believes that equity incentives are necessary to attract, motivate
and retain key personnel.
Management believes that the Company will expand its operations during
the next fiscal year and will be required to offer competitive compensation
packages to obtain and retain the qualified employees which the Corporation and
its subsidiaries need in order to successfully and profitably expand operations.
The affirmative vote of the holders of a majority of the shares of the
Corporation's Common Stock issued and outstandinhis proposal. The directors and
officers of the Corporation and other principal stockholders owning of record,
beneficially, directly and indirectly, an aggregate of approximately __________
shares of the Corporation's Common Stock constituting approximately ____% of
such shares outstanding on the record date, have agreed to vote in favor of
approval of this proposal.
14
<PAGE>
FINANCIAL INFORMATION
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED JUNE 30, 1996 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO STOCKHOLDERS
WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR SENT TO RONALD J. POLITO,
SECRETARY, U.S. BRIDGE CORP., 53-09 97TH PLACE, CORONA, NEW YORK 11368. EACH
SUCH REQUEST MUST SET FORTH A GOOD FAITH REPRESENTATION THAT AS OF NOVEMBER 12,
1996 THE PERSON MAKING THE REQUEST WAS THE BENEFICIAL OWNER OF SHARES OF THE
CORPORATION'S COMMON STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING OF
STOCKHOLDERS.
III. OTHER BUSINESS
As of the date of this proxy statement, the only business which the
Board of Directors intends to present, and knows that others will present, at
the Annual Meeting is that herein above set forth. If any other matter or
matters are properly brought before the Annual Meeting, or any adjournments
thereof, it is the intention of the persons named in the accompanying form of
proxy to vote the proxy on such matters in accordance with their judgment.
Stockholder Proposals
Proposals of stockholders intended to be presented at the
Corporation's 1996 Annual Meeting of Stockholders must be received by the
Corporation on or prior to ______________, 1996 to be eligible for inclusion in
the Corporation's proxy statement and form of proxy to be used in connection
with the 1997 Annual Meeting of Stockholders.
By Order of the Board of Directors,
Ronald J. Polito
Secretary
November 26, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND
RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF
IT IS MAILED IN THE UNITED STATES OF AMERICA.
15
<PAGE>
U.S. Bridge Corp.
SPECIAL MEETING OF STOCKHOLDERS - NOVEMBER 25, 1996
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Joseph Polito and Ronald Polito and each of
them, proxies, with full power of substitution to each, to vote all shares of
Common Stock of U.S. Bridge Corp. owned by the undersigned at the Annual Meeting
of Stockholders of U.S. Bridge Corp. to be held on December 19, 1996 and at any
adjournments thereof, hereby revoking any proxy heretofore given. The
undersigned instructs such proxies to vote:
I. ELECTION OF DIRECTORS
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) |_| listed below |_|
(Instruction: To withhold authority for any individual nominee, strike a
line through the nominee's name in the list below)
Joseph M. Polito Steven J. Polito Ronald J. Polito
Philip Neilson Marvin Weinstein
II. To ratify an amendment to the Corporation's Senior Management
Incentive Plan to increase the number of shares of Common
Stock authorized for issuance thereunder from 150,000 to
1,000,000.
|_| FOR |_| AGAINST
and to vote upon any other business as may properly come before the meeting or
any adjournment thereof, all as described in the Notice and Proxy Statement
dated November , 1996, receipt of which is hereby acknowledged.
(Continued and to be signed on the reverse side)
<PAGE>
Either of the proxies or their respective substitutes, who shall be present
and acting shall have and may exercise all the powers hereby granted.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF FIVE
DIRECTORS AND TO RRATIFY AN AMENDMENT TO THE CORPORATION'S SENIOR MANAGEMENT
INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED FOR
ISSUANCE THEREUNDER FROM 150,000 TO 1,000,000.
Said proxies will use their discretion with respect to any other matters
which properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE SIGN
AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE.
Dated:___________________________, 1996
- ---------------------------------------
- ---------------------------------------
(Please date and sign exactly as name appears at left. For joint accounts,
each joint owner should sign, Executors, administrators, trustees, etc., should
also so indicate when signing.)
<PAGE>
