SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. __)
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
Universal Heights, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11:
1) Title of each class of securities to which transaction
applies:
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2) Aggregate number of securities to which transaction
applies:
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3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of
transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
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the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement Number:
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3) Filing Party:
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4) Date Filed:
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-2-
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September 18, 2000
Dear Shareholder:
On behalf of the Board of Directors, I invite you to attend the Annual
Meeting of Shareholders of Universal Heights, Inc. ("Company"). The Annual
Meeting will be held at the Courtyard Marriot, 2825 N.E. 191st Street, Aventura,
Florida 33180 on Monday, November 3, 2000 at 8:30 a.m. Eastern Daylight Time.
The shareholders will be asked at the Annual Meeting to vote on four
proposals. The first proposal relates to the reelection, with a term ending in
the year 2001, of five directors of the Company. The second proposal relates to
the ratification of the Board of Directors' appointment of the Company's
independent public accountants for the year ending December 31, 2000. The third
proposal relates to amending the Articles of Incorporation to change the name of
the Company to Universal Insurance Holdings, Inc. The Board of Directors
unanimously recommends that the Company's shareholders vote for all of these
proposals.
Your vote is very important, regardless of the number of shares you
own. Please sign and return each proxy card that you receive in the enclosed
postage-paid envelope, provided for your convenience. The return of your proxy
card will not prevent you from voting in person but will assure that your vote
is counted if you are unable to attend the Annual Meeting. We look forward to
seeing you on November 3.
Sincerely,
Bradley I. Meier
President
2875 N.E. 191st Street, Suite 300, Miami, Florida 33180 (305) 792-4200
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UNIVERSAL HEIGHTS, INC.
2875 N.E. 191ST STREET, SUITE 300
MIAMI, FLORIDA 33180
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 3, 2000
The Annual Meeting of Shareholders ("Annual Meeting") of Universal
Heights, Inc., a Delaware corporation ("Company"), will be held on Friday,
November 3, 2000 at 8:30 a.m. Eastern Daylight Time, at the Courtyard Marriot,
2825 N.E. 191st Street, Aventura, Florida 33180 for the following purposes:
1. To elect five directors, whose terms shall expire at the 2001
annual meeting, or until their successors have been elected and
qualified;
2. To ratify the appointment of Deloitte & Touche LLP as independent
public accountants of the Company for the year ending December
31, 2000;
3. To approve an amendment to the Articles of Incorporation of the
Company to change the name of the Company to Universal Insurance
Holdings, Inc.; and
4. To consider and transact any other business that may properly
come before the Annual Meeting or any adjournment thereof.
By resolution of the Board of Directors, only shareholders of record at
the close of business on August 28, 2000 are entitled to notice of and to vote
at the meeting. A complete list of shareholders of record of the Company on
August 28, 2000, will be available for examination by any shareholder, for any
purpose germane to the Annual Meeting, during ordinary business hours, for the
10-day period prior to the Annual Meeting, at the executive offices of the
Company, 2875 N.E. 191st Street, Suite 300, Miami, Florida 3318.
It is important that your shares be represented at this meeting.
Whether or not you expect to be present, please fill in, date, sign and return
the enclosed proxy form in the accompanying addressed, postage-prepaid envelope.
If you attend the meeting, you may revoke your proxy and vote in person.
In the event that there are not sufficient votes to approve any one or
more of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned to permit further solicitation of proxies by the
Company.
BY ORDER OF THE BOARD OF DIRECTORS
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Irwin L. Kellner
Secretary
Miami, Florida
September 18, 2000
WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING,
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT AS PROMPTLY AS
POSSIBLE IN THE ACCOMPANYING POSTAGE-PREPAID ENVELOPE. SHAREHOLDERS WHO ATTEND
THE MEETING MAY REVOKE THEIR PROXIES AT THE MEETING AND VOTE IN PERSON.
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UNIVERSAL HEIGHTS, INC.
2875 N.E. 191ST STREET, SUITE 300
MIAMI, FLORIDA 33180
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors ("Board") of Universal Heights, Inc., a Delaware
corporation ("Company"), of proxies to be voted at the Annual Meeting of
Shareholders of the Company ("Annual Meeting"), to be held at the Courtyard
Marriot, 2825 N.E. 191st Street, Aventura, Florida 33180, on Friday, November 3,
2000 at 8:30 a.m., Eastern Daylight Time, and at any and all postponements or
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting.
Copies of the Annual Report of the Company for its fiscal year ended
December 31, 1999 is included. This Proxy Statement, Notice of Annual Meeting,
accompanying proxy card, and Annual Report are first expected to be mailed to
shareholders on or about September 18, 2000.
INFORMATION RELATING TO VOTING AT THE ANNUAL MEETING
Only shareholders of record at the close of business on August 28, 2000 are
entitled to notice of and to vote at the Annual Meeting or any postponements or
adjournments thereof.
The securities to be voted at the Annual Meeting consist of (i) shares of
common stock of the Company, $0.01 par value per share ("Common Stock"), with
each share entitling its record owner to one vote, (ii) shares of Series M
Preferred Stock of the Company, $0.01 par value per share ("Series M Preferred
Stock"), with each share entitling its record owner to one vote, and (iii)
shares of Series A Preferred Stock of the Company, $0.01 par value per share
("Series A Preferred Stock"), with each share entitling its record owner to ten
votes. The holders of Series M Preferred Stock, voting separately as a series,
are entitled to elect two directors. The holders of Common Stock, the holders of
Series M Preferred Stock and the holders of Series A Preferred Stock, voting
together as one class, are entitled to elect the remaining directors. The close
of business on August 28, 2000 has been fixed by the Board as the record date
("Record Date") for determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting.
If the accompanying proxy card is properly signed, returned to the Company
in time to be voted at the Annual Meeting, and not revoked, the shares
represented by such card will be voted in accordance with the instructions
contained on such card. Unless contrary instructions are given, the persons
designated as proxy holders in the proxy card will vote FOR the slate of
nominees proposed by the Board of Directors, FOR the ratification of Deloitte &
Touche LLP as the Company's independent auditors, and FOR the change of the
Company name. If any other matters properly come before the Annual Meeting, the
persons named as proxy holders will vote upon such matters as determined by a
majority of the Board. Each shareholder may revoke a previously granted proxy at
any time before it is exercised by filing with the Secretary of the Company a
revoking instrument or a duly executed proxy bearing a later date. The powers of
the proxy holders will be suspended if the person executing the proxy attends
the Annual Meeting in person and so requests. Attendance at the Annual Meeting
will not, in itself, constitute revocation of a previously granted proxy.
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<CAPTION>
<S> <C> <C> <C>
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Number of Shares Amount of Votes
Number of Record Holders Outstanding Entitled to be Cast
Class of Voting Stock as of the Record Date as of the Record Date as of the Record Date
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Common Stock 44 17,694,584 17,694,584
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Series M Preferred Stock 5 88,690 88,690
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Series A Preferred Stock 3 49,950 499,500
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</TABLE>
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The Company had no other class of voting securities outstanding on the
Record Date.
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of the Common Stock, Series M Preferred Stock and
Series A Preferred Stock entitled to vote at the Annual Meeting is necessary to
constitute a quorum at the Annual Meeting. In the event that less than a
majority of the total outstanding shares are present at the Annual Meeting,
either in person or by proxy, a majority of the shares so represented may vote
to adjourn the Annual Meeting from time to time without further notice. If a
quorum is present, the affirmative vote of a majority of the votes actually cast
at the meeting, whether in person or by proxy, is necessary to elect the
nominees for directors, to approve the reverse stock split, to ratify the
appointment of Deloitte & Touche LLP as the Company's independent accountants
for the year ending December 31, 2000, and to change the name of the Company.
There is no cumulative voting in the election of directors. With respect to any
other matter properly brought before the Annual Meeting, or any adjournment of
the Annual Meeting, the vote required for approval shall be the affirmative vote
of a majority of the total number of votes that those present at the Annual
Meeting, in person or by proxy, are entitled to cast.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and the broker does not have discretionary voting
authority. Under Delaware law, shares represented at the Annual Meeting (either
by properly executed proxy or in person) that reflect abstentions or broker
non-votes will be counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. Abstentions as to any proposal
will have the same effect as votes against the proposal. Broker non-votes,
however, will be treated as unvoted for purposes of determining approval of such
proposals (and therefore will reduce the absolute number - although not the
percentage - of votes needed for approval) and will not be counted as votes for
or against the proposals.
A shareholder may revoke his or her proxy at any time prior to its exercise
by (i) filing with Irwin L. Kellner, Secretary, Universal Heights, Inc., 2875
N.E. 191st Street, Suite 300, Miami, Florida 33180, written notice thereof, (ii)
submitting a duly executed proxy bearing a later date, or (iii) appearing at the
Annual Meeting and giving the Secretary notice of his or her intention to vote
in person. Unless previously revoked or otherwise instructed thereon, proxies
will be voted at the Annual Meeting on the proposals as described above.
The Company knows of no business that will be presented for action at the
meeting other than those matters referred to herein. If other matters do come
before the meeting, the persons named as proxies will act and vote according to
their best judgment on behalf of the shareholders they represent.
The Company will bear the cost of soliciting proxies in the enclosed form.
Officers and regular employees of the Company may solicit proxies by a further
mailing or personal conversations or via telephone or facsimile, provided that
they do not receive compensation for doing so. The Company will, upon request,
reimburse brokerage firms and others for their reasonable expenses in forwarding
solicitation material to the beneficial owners of stock.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors has the ultimate authority for the management of the
Company's business, objectives, and operations. It selects the Company's
executive officers, delegates responsibilities for the conduct of the Company's
day-to-day operations to those officers, and monitors the performance of the
officers.
The Board of Directors held four meetings during 1999. Each director
attended 75 percent or more of the aggregate number of Board meetings during
1999. The Board of Directors has not established an Audit Committee nor a
Compensation Committee.
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Directors receive no compensation for serving on the Board, except for the
receipt of stock options and the reimbursement of reasonable expenses incurred
in attending meetings. Officers are elected annually by the Board of Directors
and serve at the discretion of the Board. The Company has entered into
indemnification agreements with its executive officers and directors pursuant to
which the Company has agreed to indemnify such individuals, to the fullest
extent permitted by law, for claims made against them in connection with their
positions as officers, directors or agents of the Company.
The Board of Directors has nominated Bradley I. Meier, Norman M. Meier,
Irwin L. Kellner, Reed J. Slogoff and Joel M. Wilentz for reelection to the
Board to serve as directors until the 2001 Annual meeting or until their
successors are duly elected and qualified. The nominees have consented to be
named and have indicated their intent to serve if elected. The Board has no
reason to believe that the nominees will be unavailable or that any other
vacancy on the Board will occur. If any nominee becomes unavailable for any
reason, or if any other vacancy in the class of directors to be elected at the
Annual Meeting should occur before the election, the shares represented by the
proxy will be voted for the person, if any, who is designated by the Board to
replace the nominee or to fill such other vacancy on the Board.
The holders of Series M Preferred Stock, voting separately as a series, are
entitled to elect Bradley I. Meier and Norman M. Meier. The holders of Common
Stock, the holders of Series M Preferred Stock and the holders of Series A
Preferred Stock voting together as one class, are entitled to elect the
remaining directors. Thus, Bradley I. Meier and Norman M. Meier shall be elected
by a majority of votes in the affirmative of the Series M Preferred Stock shares
cast at the Annual Meeting. Irwin L. Kellner, Reed J. Slogoff and Joel M.
Wilentz shall be elected by a majority of votes in the affirmative of the Series
M Preferred Stock shares, Series A Preferred Stock shares and Common Stock
shares, voting together as a class, cast at the Annual Meeting. If elected, all
nominees are expected to serve until the 2001 annual meeting or until their
successors are duly elected and qualified.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NOMINEES DESCRIBED BELOW BE
ELECTED FOR A TERM OF ONE YEAR OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND
QUALIFIED.
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<TABLE>
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First
Name (Age) Year as
Position with Business Experience Director
Company (Term
Expires)
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Bradley I. Meier Bradley I. Meier has been President, Chief Executive Officer and a Director of the 1990
(31) Company since its inception in November 1990. He has served as President of UPCIC, (2000)
President and a wholly-owned subsidiary of the Company, since its formation in May 1998. In
Director 1990, Mr. Meier graduated from the Wharton School of Business with a B.S. in
Nominee Economics.
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Norman M. Meier Norman M. Meier has been a Director of the Company since July 1992. From December 1992
(60) 1986 until November 1999, Mr. Meier was President, Chief Executive Officer and a (2000)
Director Director of Columbia Laboratories, Inc., a publicly-traded corporation in the
Nominee pharmaceuticals business. From 1971 to 1977, Mr. Meier was Vice President of Sales
and Marketing for Key Pharmaceuticals ("Key"). From 1977 until 1986, Mr. Meier
served as a consultant to Key.
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Irwin L. Kellner Irwin L. Kellner has been a Director of the Company since March 1997. Since 1998, 1997
(61) Dr. Kellner has been the Augustus B. Weller Distinguished Chair of Economics at (2000)
Secretary and Hofstra University, author of Hofstra University's Economic Report, and Chief
Director Economist for CBS MarketWatch, an interactive financial news website. From 1997 to
Nominee 1998, Dr. Kellner worked as an independent consultant. From 1996 through 1997, Dr.
Kellner was the Chief Economist for Chase Manhattan's Regional Bank, and held the
same position from 1991 to 1996 at Chemical Bank and Manufacturers Hanover Trust,
predecessors to Chase. Dr. Kellner had been employed by the bank since 1970. Dr.
Kellner is a member of the boards of several organizations, including Claire's
Stores, Inc., DataTreasury Corporation, FreeTrek.com Inc., International Bioimmune
Systems, and the North Shore Health System, and serves on the New York State
Comptroller's Economic Advisory Committee. Dr. Kellner is a past president of the
Forecasters Club of New York and the New York Association of Business Economists. He
is a member of several professional associations, including the American Economic
Association, American Statistical Association and the National Association of
Business Economists.
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Reed J. Slogoff Reed J. Slogoff has been a Director of the Company since March 1997. Since December 1997
(32) 1998, Mr. Slogoff has been Associate Counsel to Entercom Communications Corp., a (2000)
Director publicly-traded radio broadcasting company. From December 1995 until December
Nominee 1998, Mr. Slogoff was a member of the corporate and securities department in the
Philadelphia office of the law firm Dilworth, Paxson, Kalish & Kaufmann LLP. Mr.
Slogoff was an associate with the law firm of Harvey, Pennington, Herding &
Dennison in Philadelphia following his graduation from law school until January
1996. Mr. Slogoff received a B.A. with honors from the University of Pennsylvania
in 1990, and a J.D. from the University of Miami School of Law in 1993.
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Joel M. Wilentz Joel M. Wilentz has been a Director of the Company since March 1997. Dr. Wilentz 1997
(65) is one of the founding members of Dermatology Associates in Florida, founded in (2000)
Director 1970. He is a member of the boards of the Neurological Injury Compensation
Nominee Associate for Florida, the Broward County Florida Medical Association, and the
American Arm of the Israeli Emergency Medical Service for the southeastern USA, of
which he is also President. Dr. Wilentz is a past member of the Board of Overseers
of the Nova Southeastern University School of Pharmacy.
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</TABLE>
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Norman M. Meier and Bradley I. Meier are father and son, respectively, and
Irwin L. Kellner and Bradley I. Meier are first cousins. There are no other
family relationships among the Company's executive officers and directors.
STOCK OWNERSHIP
OWNERSHIP OF EQUITY AND VOTING SECURITIES BY DIRECTORS AND OFFICERS
The following table reflects shares of Common Stock beneficially owned (or
deemed to be beneficially owned pursuant to the rules of the Securities and
Exchange Commission) as of August 28, 2000 by each director of the Company, each
of the executive officers named in the Summary Compensation Table, and the
current directors and executive officers of the Company as a group.
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Name and Address Amount and Nature Percent
of Beneficial Owner(1) of Beneficial Ownership(2) of Class
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Bradley I. Meier*(3) 5,473,484 25.6%
c/o Universal Heights, Inc.
2875 N.E. 191st Street, Suite 300
Miami, Florida 33180
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Norman M. Meier*(4) 2,540,624 11.9%
c/o Universal Heights, Inc.
2875 N.E. 191st Street, Suite 300
Miami, Florida 33180
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Irwin L. Kellner*(5) 220,000 1.0%
c/o Universal Heights, Inc.
2875 N.E. 191st Street, Suite 300
Miami, Florida 33180
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Reed J. Slogoff*(6) 220,000 1.0%
c/o Universal Heights, Inc.
2875 N.E. 191st Street, Suite 300
Miami, Florida 33180
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Joel M. Wilentz*(7) 220,000 1.0%
c/o Universal Heights, Inc.
2875 N.E. 191st Street, Suite 300
Miami, Florida 33180
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James Lynch (8) 75,000 0.5%
c/o Universal Heights, Inc.
2875 N.E. 191st Street, Suite 300
Miami, Florida 33180
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Directors and Executive Officers as 8,749,108 41.0%
a group (6 persons) (9)
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* Director and Nominee.
(1) Unless otherwise indicated, the Company believes that each person has
sole voting and investment rights with respect to the shares of Common
Stock of the Company specified opposite his name.
(2) A person is deemed to be the beneficial owner of Common Stock that can
be acquired by such person within 60 days of the date hereof upon the
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exercise of warrants or stock options or conversion of Series A
Preferred Stock, Series M Preferred Stock or convertible debt. Except
as otherwise specified, each beneficial owner's percentage ownership is
determined by assuming that warrants, stock options, Series A Preferred
Stock, Series M Preferred Stock and convertible debt that is held by
such person (but not those held by any other person) and that are
exercisable or convertible within 60 days from the date hereof, have
been exercised or converted.
(3) Consists of (i) (a) 962,829 shares of Common Stock, (b) options to
purchase 1,875 shares of Common Stock at an exercise price of $9.00,
options to purchase 1,875 shares of Common Stock at an exercise price
of $12.50, ten-year options to purchase 90,000 shares at an exercise
price of $2.88 as to 45,000 shares and $3.88 as to the remaining 45,000
shares granted pursuant to Mr. Meier's employment agreement, options to
purchase 90,000 shares at an exercise price of $1.13 per share and
options to purchase 500,000 shares at $1.25 per share, (c) warrants to
purchase 15,429 shares of Common Stock at an exercise price of $1.75,
warrants to purchase 339,959 shares at an exercise price of $3.00 per
share, warrants to purchase 82,000 shares of Common Stock at $1.00 and
warrants to purchase 131,700 shares of Common Stock at a price of $.75
per share, (d) 169,450 shares of Common Stock issuable upon conversion
of Series M Preferred Stock, (e) options to purchase 250,000 shares of
Common Stock at $1.06 per share which vested on November 2, 1997, (f)
options to purchase 500,000 shares of Common Stock at $1.06 per share
which vested on May 1, 1997 granted pursuant to Mr. Meier's employment
agreement, options to purchase 500,000 shares of Common Stock at $1.06
per share which vested on May 1, 1998 granted pursuant to Mr. Meier's
employment agreement and options to purchase 500,000 shares of Common
Stock at $1.06 per share which vested on May 1, 1999 granted pursuant
to Mr. Meier's employment agreement, (g) options to purchase 250,000
shares of Common Stock at an exercise price of $1.63 per share, (h)
options to purchase 150,000 shares of Common Stock at $1.25 per share
which vested on December 23, 1999, and (ii) an aggregate of 271,701
shares of Common Stock (including shares of Common Stock issuable upon
exercise of warrants and conversion of Series A and Series M Preferred
Stock) beneficially owned by Belmer Partners, a Florida general
partnership ("Belmer"), of which Mr. Meier is a general partner.
Excludes options to purchase 625,000 shares of Common Stock of
Tigerquote.com at an exercise price of $.50 per share. Also excludes
all securities owned by Norman M. Meier and Phylis R. Meier, Mr.
Meier's father and mother, respectively, as to which Mr. Meier
disclaims beneficial ownership. Includes 416,666 and 250,000 shares
owned by Lynda Meier and Eric Meier, respectively, who are the sister
and brother, respectively, of Bradley I. Meier, which shares are
subject to proxies granting voting rights for such shares to Bradley I.
Meier. Mr. Meier is the President, Chief Executive Officer and a
Director of the Company.
(4) Consists of (i) (a) 457,371 shares of Common Stock, (b) options to
purchase 3,750 shares of Common Stock at an exercise price of $12.50
per share, and options to purchase 3,750 shares of Common Stock at an
exercise price of $9.00 per share and options to purchase 250,000
shares of Common Stock at an exercise price of $1.25, (c) warrants to
purchase 3,082 shares of Common Stock at an exercise price of $22.00
per share, warrants to purchase 2,494 shares of Common Stock at an
exercise price of $4.25 per share, warrants to purchase 28,538 shares
of Common Stock at an exercise price of $1.50 per share, warrants to
purchase 120,000 shares of Common Stock at an exercise price of $3.00
and warrants to purchase 110,000 shares of Common Stock at an exercise
price of $1.00, (d) 214,938 shares of Common Stock issuable upon
conversion of Series A and Series M Preferred Stock owned by such
person, (e) options to purchase 500,000 shares of Common Stock at $1.06
per share which vested on November 2, 1997, (f) options to purchase
500,000 shares of Common Stock at an exercise price of $1.63 per share,
(g) options to purchase 75,000 shares of Common Stock at an exercise
price of $1.25 per share, and (ii) an aggregate of 271,701 shares of
Common Stock (including shares of Common Stock issuable upon exercise
of warrants and conversion of Series A and Series M Preferred Stock)
beneficially owned by Belmer, of which Mr. Meier is a general partner.
Excludes options to purchase 100,000 shares of Common Stock of
Tigerquote.com at an exercise price of $.50 per share. Excludes all
securities owned by Bradley I. Meier or Phylis Meier, as to which Mr.
Meier disclaims beneficial ownership. Mr. Meier is a Director of the
Company, the former spouse of Phylis R. Meier, and the father of
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Bradley I. Meier, who is President, Chief Executive Officer and a
Director of the Company.
(5) Consists of (i) options to purchase 100,000 shares of Common Stock at
an exercise price of $1.06 per share, (ii) options to purchase 100,000
shares of Common Stock at an exercise price of $1.63 per share and
(iii) options to purchase 20,000 shares of Common Stock at an exercise
price of $1.25 per share. Excludes options to purchase 20,000 shares of
Common Stock of Tigerquote.com at an exercise price of $.50 per share.
Dr. Kellner is a Director of the Company.
(6) Consists of options to purchase (i) 100,000 shares of Common Stock at
an exercise price of $1.06 per share, (ii) options to purchase 100,000
shares of Common Stock at an exercise price of $1.63 per share, of
which 50,000 are held in a custodial account for Mr. Slogoff's minor
children, and (iii) options to purchase 20,000 shares of Common Stock
at an exercise price of $1.25 per share. Excludes options to purchase
20,000 shares of Common Stock of Tigerquote.com at an exercise price of
$.50 per share. Mr. Slogoff is a Director of the Company.
(7) Consists of (i) options to purchase 100,000 shares of Common Stock at
an exercise price of $1.06 per share, (ii) options to purchase 100,000
shares of Common Stock at an exercise price of $1.63 per share and
(iii) options to purchase 20,000 shares of Common Stock at an exercise
price of $1.25 per share. Excludes options to purchase 20,000 shares of
Common Stock of Tigerquote.com at an exercise price of $.50 per share.
Mr. Wilentz is a Director of the Company.
(8) Consists of (i) options to purchase 50,000 shares of Common Stock at an
exercise price of $1.87 per share, and (ii) options to purchase 25,000
shares of Common Stock at an exercise price of $1.25 per share.
Excludes options to purchase 20,000 shares of Common Stock of
Tigerquote.com at an exercise price of $.50 per share. Mr. Lynch is
Vice President and Chief Financial Officer of the Company.
(9) See footnotes (1) - (8) above
Stock Ownership of Certain Beneficial Owners
The following table sets forth information as to the beneficial
ownership of each person known to the Company to beneficially own or exercise
voting or dispositive control over 5% or more of the Company's outstanding
Common Stock as of August 28, 2000.
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Name and Address Amount and Nature Percent
of Beneficial Owner(1) of Beneficial Ownership(2) of Class
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Phylis R. Meier(3) 996,426 6.4%
c/o Universal Heights, Inc.
2875 N.E. 191st Street, Suite 300
Miami, Florida 33180
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Belmer Partners(4) 271,701 1.7%
c/o Phylis R. Meier
Managing General Partner
Universal Heights, Inc.
2875 N.E. 191st Street, Suite 300
Miami, Florida 33180
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(1) Unless otherwise indicated, the Company believes that each person has
sole voting and investment rights with respect to the shares of Common
Stock of the Company specified opposite her or its name.
(2) A person is deemed to be the beneficial owner of Common Stock that can
be acquired by such person within 60 days of the date hereof upon the
exercise of warrants or stock options or conversion of Series A
Preferred Stock and Series M Preferred Stock or convertible debt.
Except as otherwise specified, each beneficial owner's percentage
ownership is determined by assuming that warrants, stock options,
Series A Preferred Stock and Series M Preferred Stock and convertible
debt that is held by such person (but not those held by any other
person) and that are exercisable or convertible within 60 days from the
date hereof, have been exercised or converted.
(3) Consists of (i) (a) 333,792 shares of Common Stock, (b) 2,880 shares of
Common Stock issuable upon conversion of related party debt, (c)
warrants to purchase 354,115 shares of Common Stock, and (d) 33,938
shares of Common Stock issuable upon conversion of Series A and Series
M Preferred Stock owned by Ms. Meier, and (ii) an aggregate of 271,701
shares of Common Stock (including shares of Common Stock issuable upon
exercise of warrants and conversion of Series A and Series M Preferred
Stock) beneficially owned by Belmer. Excludes all securities owned by
Bradley I. Meier and Norman M. Meier, the son and former spouse of Ms.
Meier, respectively, as to which Ms. Meier disclaims beneficial
ownership. Ms. Meier is managing general partner of Belmer. Bradley I.
Meier is President, Chief Executive Officer and a Director of the
Company.
(4) Consists of 54,533 shares of Common Stock, 67,168 shares of Common
Stock issuable upon exercise of warrants, and 150,000 shares of Common
Stock issuable upon conversion of Series A and Series M Preferred
Stock. Belmer Partners is a Florida general partnership in which Phylis
R. Meier is managing general partner and Bradley I. Meier and Norman M.
Meier are general partners.
8
<PAGE>
EXECUTIVE COMPENSATION
The tables and descriptive information set forth below are intended to
comply with the Securities and Exchange Commission compensation disclosure
requirements applicable to, among other reports and filings, annual reports on
Form 10-KSB. This information is furnished with respect to the Company's
executive officers who earned in excess of $100,000 during the fiscal year ended
December 31, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Name and Year Ended Securities Underlying
Principal Position December 31, Salary Bonus Options
------------------ ------------ ------ ----- -------
<S> <C> <C> <C> <C>
Bradley I. Meier 1999 $257,800 $40,000 775,000
President and CEO 1998 $250,000 $66,215 250,000
1997 $250,000 -- 1,750,000
James M. Lynch 1999 $113,000 $15,000 45,000
Vice President and CFO
</TABLE>
AGGREGATED OPTION EXERCISES AND OPTION VALUES FOR THE FISCAL YEAR ENDED DECEMBER
31, 1999
<TABLE>
<CAPTION>
Number of Securities Number of Unexercised
Underlying Unexercised Options In-the-Money
at Options at
Shares December 31, 1999 December 31, 1999
Acquired on Value
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bradley I. Meier -- -- 775,000 -- -- --
James M. Lynch -- -- 45,000 -- -- --
</TABLE>
EMPLOYMENT AGREEMENT
As of August 11, 1999, the Company entered into a four-year employment
agreement with Bradley I. Meier, amending and restating the previous employment
agreement of May 1, 1997 between the Company and Mr. Meier. Under the terms of
the employment agreement, Mr. Meier will devote substantially all of his time to
the Company and will be paid a base salary of $250,000 per year which shall be
increased by 5% each year beginning with the first anniversary of the effective
date. Additionally, pursuant to the employment agreement, and during each year
thereof, Mr. Meier will be entitled to a bonus equal to 3% of annual pretax
profits up to $5 million and 4% of annual pretax profits in excess of $5
million. The employment agreement with Mr. Meier contains non-competition and
non-disclosure covenants. In addition, the agreement shall be extended
automatically for one year at each anniversary of the date of the agreement up
to the fourth year of the agreement, at the option of Mr. Meier. Under the terms
of the employment agreement dated May 1, 1997, Mr. Meier was granted ten-year
stock options to purchase 1,500,000 shares of Common Stock at $1.06 per share,
of which 500,000 options vested immediately, 500,000 options vested after one
year and the remaining options vested after two years.
9
<PAGE>
OPTION/SAR GRANTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 AND POTENTIAL
REALIZABLE VALUES
The following tables set forth further information regarding the grant
of options and warrants to the Named Executives of the Company during the last
fiscal year. No stock appreciation rights ("SARs") were granted to any Named
Executive during 1999.
<TABLE>
<CAPTION>
% of Total
Number of Options Exercise Potential Realizable Value at
Securities Granted to or Base Assumed Annual Rates of
Underlying Employees in Price Expiration Stock Price Appreciation for
Name Options Granted Fiscal Year ($/Sh) Date Option Term
------------------- ------------------ ------------- ------- ------------ ------------------------------
5% 10%
-- ---
<S> <C> <C> <C> <C>
Bradley I. Meier 150,000 75% $1.25 2009
625,000* 95% $0.50 2009
James M. Lynch 25,000 13% $1.25 2009
20,000* 3% $0.50 2009
</TABLE>
*Options granted under Tigerquote.com Non-Qualified Stock Option Plan in
January 2000.
AGGREGATED OPTION EXERCISES AND OPTION VALUES FOR THE FISCAL YEAR ENDED DECEMBER
31, 1999
The following table summarizes the value realized upon exercise of
outstanding stock options and the value of the outstanding options held by the
Named Executives on December 31, 1999.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options
Shares December 31, at December 31,
Acquired 1999 (#) 1999 ($)
on Value Exercisable (E)/ Exercisable (E)/
Name Exercise (#) Realized ($) Unexercisable (U) Unexercisable (U)
---- ------------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Bradley I. Meier -- -- 775,000 (E) --
-- (U)
James M. Lynch -- -- 45,000 (E) --
-- (U)
</TABLE>
BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS
The following sets forth the business experience of Executive Officers who
are not also Directors of the Company, or nominees to become Director.
James M. Lynch, age 46, is Vice President and Chief Financial Officer of
the Company. Before joining the Company in August 1998, Mr. Lynch was Chief
Financial Officer of Florida Administrators, Inc., an organization specializing
in property and casualty insurance. Prior to working at Florida Administrators,
10
<PAGE>
Mr. Lynch held the position of Senior Vice President of Finance and Comptroller
of Trust Group, Inc., which also specializes in property and casualty insurance.
Before his position at Trust Group, Mr. Lynch was a Manager with the accounting
and auditing firm of Coopers & Lybrand, which later became
PricewaterhouseCoopers LLC.
Thomas M. Modica, age 40, is Chief Technology Officer and Chief E-Commerce
Officer of the Company. Before joining the Company in March 2000, Mr. Modica was
Director of Insurance Services at Clientsoft, where he executed strategic
relationships with Allstate and Zurich/Farmers Insurance by providing legacy
systems integration technology. Prior to working at Clientsoft, Mr. Modica was
employed as the National Sales Director by Homecom, an application service
provider that specializes in e-commerce solutions for the financial services
industry.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
All underwriting, rating, policy issuance and administration functions are
performed for a wholly-owned subsidiary of the Company ("UPCIC") by Universal
Property & Casualty Management, Inc. ("Universal Management") pursuant to a
Management Agreement dated June 2, 1997 and Addenda thereto dated June 12, 1997
and June 1, 1998. Universal Management is a wholly-owned subsidiary of American
European Group, Inc., a Delaware insurance holding company ("AEG"). Universal
Management and AEG both employ UPCIC's Chief Executive Officer as a senior
officer and director. During the years ended December 31, 1999 and 1998, UPCIC
incurred administrative costs to Universal Management of $1,426,574 and $751,920
respectively.
On August 31, 1998 the Company loaned Norman M. Meier, a director of the
Company, $250,000 in the form of a 10% promissory note due on or before March 1,
1999. The note was collateralized by publicly traded stock valued in excess of
the note. The note and accrued interest were repaid in March 1999.
As of December 31, 1999, corporate counsel held $290,000 in trust, for the
benefit of the Company, which funds were placed in trust in connection with a
dispute involving a Company director and an unrelated entity. These funds are
included in the Company's assets as of December 31, 1999.
Transactions between the Company and its affiliates are on terms no
less favorable to the Company than can be obtained from third parties on an
arms' length basis. Transactions between the Company and any of its executive
officers or directors require the approval of a majority of disinterested
directors.
PROPOSAL 2
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed Deloitte & Touche LLP to serve as the
Company's independent public accountants for the year ending December 31, 2000
and the Board recommends that the Company's shareholders ratify such
appointment. Representatives of Deloitte & Touche LLP will be present at the
Annual Meeting where they will have the opportunity to make a statement if they
desire to do so and where they will be available to respond to any appropriate
questions.
The ratification of the appointment of Deloitte & Touche LLP as the
Company's independent auditors requires a majority of votes in the affirmative
of the Series M Preferred Stock shares, Series A Preferred Stock shares and
Common Stock shares voting together as a class.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPOINTMENT OF DELOITTE &
TOUCHE LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
11
<PAGE>
PROPOSAL 3
CORPORATE NAME CHANGE
The Board of Directors of the Company recommends to the stockholders
that they approve an amendment to the Articles of Incorporation to change the
name of the Company from Universal Heights, Inc. to Universal Insurance
Holdings, Inc. The Company would register the new name in both Delaware and
Florida.
The approval of the corporate name change requires a majority of votes
in the affirmative of the Series M Preferred Stock shares, Series A Preferred
Stock shares and Common Stock shares voting together as a class.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE CHANGE OF THE NAME OF THE
COMPANY TO UNIVERSAL INSURANCE HOLDINGS, INC.
ANNUAL REPORT
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB, WITHOUT EXHIBITS,
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 ACCOMPANIES THIS PROXY STATEMENT.
UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE TO ANY SHAREHOLDER, FREE OF
CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB, WITHOUT EXHIBITS, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. REQUESTS FOR COPIES OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB SHOULD BE DIRECTED TO JAMES M. LYNCH,
UNIVERSAL HEIGHTS, INC., 2875 N.E. 191 STREET, SUITE 300, MIAMI, FLORIDA 33180.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the Company's
2001 Annual Meeting of Shareholders must be received by the Company no later
than March 23, 2001 to be considered for inclusion in the Company's Proxy
Statement and form of proxy relating to such meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the Company knows of no
business other than that described herein that will be presented for
consideration at the Annual Meeting. If, however, any other business shall
properly come before the Annual Meeting, the proxy holders intend to vote the
proxies as determined by a majority of the Board of Directors.
By Order of the Board of Directors
----------------------------
Irwin L. Kellner
Secretary
Dated: September 18, 2000
<PAGE>
[TO BE PRINTED ON YELLOW PAPER]
REVOCABLE PROXY FOR HOLDERS OF
SERIES A PREFERRED STOCK
UNIVERSAL HEIGHTS, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints James M. Lynch, with full power of
substitution, as the lawful proxy of the undersigned and hereby authorizes him
to represent and to vote as designated below all shares of Series A preferred
stock of Universal Heights, Inc. ("Company") that the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders of
the Company to be held on November 3, 2000, and at any adjournment thereof.
Series A preferred stockholders are entitled to 10 votes per share.
UNIVERSAL HEIGHTS, INC.
2875 N.E. 191ST STREET, SUITE 300
MIAMI, FLORIDA 33180
1. Proposal One: Election of three directors for a term ending in 2001.
Nominees: Irwin L. Kellner, Reed J. Slogoff, and Joel M. Wilentz.
FOR [ ] WITHHELD [ ] ABSTAIN [ ]
FOR, except vote withheld from the following nominees(s):
---------------------------------------------------------------------------
2. Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as
the Company's auditor for the fiscal year ending December 31, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Proposal Three: Approval of an amendment to the Company's Articles of
Incorporation to change the Company's name to Universal Insurance Holdings,
Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion on such other business as may properly come before the
meeting or any adjournment thereof.
<PAGE>
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is given, this
proxy will be voted FOR the matters listed above.
Whether or not you plan to attend the meeting, you are urged to execute
and return this proxy, which may be revoked at any time prior to its use.
Change of Address or [ ]
Comments Mark Here
Please sign your name exactly as it
appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Date: __________, 2000
---------------------------------------
Signature of Shareholder
----------------------------------------
Signature of Additional Shareholder(s)
2
<PAGE>
[TO BE PRINTED ON PINK PAPER]
REVOCABLE PROXY FOR HOLDERS OF
SERIES M PREFERRED STOCK
UNIVERSAL HEIGHTS, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints James M. Lynch, with full power of
substitution, as the lawful proxy of the undersigned and hereby authorizes him
to represent and to vote as designated below all shares of Series M preferred
stock of Universal Heights, Inc. ("Company") that the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders of
the Company to be held on November 3, 2000, and at any adjournment thereof.
Series M preferred stockholders are entitled to one vote per share.
UNIVERSAL HEIGHTS, INC.
2875 N.E. 191ST STREET, SUITE 300
MIAMI, FLORIDA 33180
1. Proposal One: Election of five directors for a term ending in 2001.
Nominees: Bradley I. Meier, Norman M. Meier, Irwin L. Kellner, Reed J.
Slogoff, and Joel M. Wilentz.
FOR [ ] WITHHELD [ ] ABSTAIN [ ]
FOR, except vote withheld from the following nominees(s):
---------------------------------------------------------------------------
2. Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as
the Company's auditor for the fiscal year ending December 31, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Proposal Three: Approval of an amendment to the Company's Articles of
Incorporation to change the Company's name to Universal Insurance Holdings,
Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion on such other business as may properly come before the
meeting or any adjournment thereof.
<PAGE>
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is given, this
proxy will be voted FOR the matters listed above.
Whether or not you plan to attend the meeting, you are urged to execute
and return this proxy, which may be revoked at any time prior to its use.
Change of Address or [ ]
Comments Mark Here
Please sign your name exactly as it
appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Date: __________, 2000
---------------------------------------
Signature of Shareholder
----------------------------------------
Signature of Additional Shareholder(s)
<PAGE>
[TO BE PRINTED ON BLUE PAPER]
REVOCABLE PROXY FOR HOLDERS OF
COMMON STOCK
UNIVERSAL HEIGHTS, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints James M. Lynch, with full power of
substitution, as the lawful proxy of the undersigned and hereby authorizes him
to represent and to vote as designated below all shares of common stock of
Universal Heights, Inc. ("Company") that the undersigned would be entitled to
vote if personally present at the Annual Meeting of Shareholders of the Company
to be held on November 3, 2000, and at any adjournment thereof. Holders of
common stock are entitled to one vote per share.
UNIVERSAL HEIGHTS, INC.
2875 N.E. 191ST STREET, SUITE 300
MIAMI, FLORIDA 33180
1. Proposal One: Election of three directors for a term ending in 2001.
Nominees: Irwin L. Kellner, Reed J. Slogoff, and Joel M. Wilentz.
FOR [ ] WITHHELD [ ] ABSTAIN [ ]
FOR, except vote withheld from the following nominees(s):
----------------------------------------------------------------------------
2. Proposal Two: Ratification of the appointment of Deloitte & Touche LLP as
the Company's auditor for the fiscal year ending December 31, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Proposal Three: Approval of an amendment to the Company's Articles of
Incorporation to change the Company's name to Universal Insurance Holdings,
Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion on such other business as may properly come before the
meeting or any adjournment thereof.
<PAGE>
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is given, this
proxy will be voted FOR the matters listed above.
Whether or not you plan to attend the meeting, you are urged to execute
and return this proxy, which may be revoked at any time prior to its use.
Change of Address or [ ]
Comments Mark Here
Please sign your name exactly as it
appears hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Date: __________, 2000
---------------------------------------
Signature of Shareholder
----------------------------------------
Signature of Additional Shareholder(s)
2
