SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box
|_| Preliminary Proxy Statement
|X| Definitive Proxy Statement
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WINFIELD CAPITAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total Fee Paid:
________________________________________________________________________________
|_| 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 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:___________________________________________________
2) Form, Schedule or Registration Statement No.______________________________
3) Filing party:_____________________________________________________________
4) Date Filed:_______________________________________________________________
<PAGE>
WINFIELD CAPITAL CORP.
237 MAMARONECK AVENUE
WHITE PLAINS, NEW YORK 10605
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 24, 1998
To the shareholders of Winfield Capital Corp.:
The special meeting (the "Special Meeting") of shareholders of Winfield
Capital Corp., a New York corporation (the "Company"), will be held at 9:00 a.m.
(Eastern Time) on September 24, 1998, at The Yale Club of New York City
(Trumbull Room, 18th Floor), 50 Vanderbilt Avenue, New York, New York 10017, for
the following purposes:
1. To elect seven members to the Board of Directors to hold office
until the next annual meeting of shareholders and until their respective
successors are duly elected and have qualified;
2. To consider the ratification of the appointment of
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.) as the
Company's independent accountant for the fiscal year ending March 31, 1999;
and
3. To consider and vote upon such other matters as may properly come
before the meeting and any adjournment(s) or postponement(s) thereof.
Only shareholders of record at the close of business on August 28, 1998 are
entitled to receive notice of and to vote at the Special Meeting.
The Board of Directors of the Company extends a cordial invitation to all
shareholders to attend the Special Meeting in person. Whether or not you plan to
attend the meeting, please fill in, date, sign and mail the enclosed proxy in
the return envelope as promptly as possible. Your proxy may be revoked by you at
any time prior to the meeting. The prompt return of your completed proxy will
assist the Company in obtaining a quorum of shareholders for the Special
Meeting, but will not affect your ability to change your vote by subsequent
proxy or by attending the meeting and voting in person. If you are unable to
attend, your signed proxy will assure that your vote is counted.
By Order of the Board of Directors
July 29, 1998 BRUCE A. KAUFMAN, SECRETARY
<PAGE>
WINFIELD CAPITAL CORP.
237 MAMARONECK AVENUE
WHITE PLAINS, NEW YORK 10605
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 24, 1998
This Proxy Statement is furnished to the shareholders of Winfield Capital
Corp., a New York corporation (the "Company"), in connection with the
solicitation by and on behalf of the Company's Board of Directors (the "Board")
of proxies to be voted at the Special Meeting of Shareholders of the Company
(the "Special Meeting"). The meeting will be held on September 24, 1998 at 9:00
a.m. (Eastern Time) at The Yale Club of New York City (Trumbull Room, 18th
Floor), 50 Vanderbilt Avenue, New York, New York 10017, for the purposes set
forth in the accompanying Notice of Special Meeting of Shareholders. Officers
and other employees of the Company, without additional compensation, may solicit
proxies personally or by telephone if deemed necessary. Solicitation expenses,
which are not expected to exceed $5,000, will be paid by the Company.
All proxies that are properly executed and received prior to the Special
Meeting will be voted at the meeting. If a shareholder specifies how the proxy
is to be voted on any business to come before the meeting, it will be voted in
accordance with such specification. If a shareholder does not specify how to
vote the proxy, it will be voted FOR the election of the seven nominees to the
Board named in this Proxy Statement and FOR the ratification of the appointment
of PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P.) as the
Company's independent accountant for the fiscal year ending March 31, 1999; and
on such other business as may properly come before the meeting. Any proxy may be
revoked by a shareholder at any time before it is actually voted at the meeting
by delivering written notification to the Secretary of the Company, by
delivering another valid proxy bearing a later date, or by attending the meeting
and voting in person.
This Proxy Statement and the accompanying proxy are first being sent to
shareholders on or about September 2, 1998. The Company will bear the cost of
preparing, assembling, and mailing the notice, Proxy Statement, and form of
proxy for the meeting.
VOTING SECURITIES
All voting rights are vested exclusively in the holders of the Company's
common stock, $.01 par value per share (the "Common Stock"), with each share
entitled to one vote. Only shareholders of record at the close of business on
August 28, 1998 are entitled to receive notice of and to vote at the Special
Meeting or any adjournment. At the close of business on July 24, 1998, there
were 5,023,361 shares of Common Stock issued and outstanding. The Company
estimates that such shares are held by approximately 1,718 beneficial owners. A
majority of the shares of Common Stock issued and outstanding must be
represented at the Special Meeting, in person or by proxy, in order to
constitute a quorum. Cumulative voting is not allowed for any purpose.
-2-
<PAGE>
The election of directors requires the affirmative vote of the holders of a
plurality of the shares present and represented at the meeting. The ratification
of the appointment of PricewaterhouseCoopers, LLP as the Company's independent
accountant for the fiscal year ending March 31, 1999 requires the affirmative
vote of the holders of a majority of the shares present and represented at the
meeting.
A shareholder who abstains from voting or withholds his or her vote will be
counted as present for determining whether the quorum requirement is satisfied.
If a shareholder returns a signed proxy but fails to indicate a vote for or
against any proposal, for purposes of determining the outcome of the vote on any
such proposal, such shareholder will be deemed to have voted FOR the proposal. A
broker "non-vote" occurs when a nominee holding shares for a beneficial holder
does not have discretionary voting power and does not receive voting
instructions from the beneficial owner. Broker "non-votes" with respect to any
item to be voted upon at the Special Meeting will, however, be treated as shares
present and entitled to vote.
HOLDINGS OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
As of July 24, 1998, there were 5,023,361 shares of the Common Stock of the
Company outstanding. The Company has no other class of voting securities
outstanding.
The following table sets forth information, as of July 24, 1998, as to the
ownership of Common Stock by (a) each person known by the Company to own,
beneficially or of record, 5% or more of the outstanding Common Stock, and (b)
the directors and officers of the Company as a group:
================================================================================
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF COMMON
OF OWNER OWNED STOCK(1)
- --------------------------------------------------------------------------------
Paul A. Perlin 881,519 shs.(2) 16.21%
c/o Winfield Capital Corp.
237 Mamaroneck Avenue
White Plains, NY 10605
- --------------------------------------------------------------------------------
David Greenberg 817,233 shs.(3) 15.21%
c/o Winfield Capital Corp.
237 Mamaroneck Avenue
White Plains, NY 10605
- --------------------------------------------------------------------------------
Anthony Marchiano 500,000 shs.(4) 9.95%
c/o A.S. Goldmen & Company
1100 Fifth Avenue South
Naples, Florida 34102
- --------------------------------------------------------------------------------
All Directors and Officers as
a Group (8 persons) 2,386,037 shs.(5) 39.61%
================================================================================
(1) Based on 5,023,361 outstanding shares of Common Stock plus the number of
shares underlying any stock options granted to the person whose percentage
interest is indicated.
(2) Includes 414,286 shares issuable upon the exercise of stock options granted
to Mr. Perlin. See "ELECTION OF DIRECTORS - Stock Options".
-3-
<PAGE>
(3) Includes 350,000 shares issuable upon the exercise of stock options granted
to Mr. Greenberg. See "ELECTION OF DIRECTORS - Stock Options".
(4) 150,251 of these shares are held by Gas Motors, Inc., of which Mr.
Marchiano is the sole shareholder. Data as to the ownership of Common Stock
by Mr. Marchiano is based upon Schedule 13D which he filed with the
Securities and Exchange Commission on August 21, 1997.
(5) Includes all shares owned by officers and directors of the Company (based
upon all Form 4 filings received by the Company as of July 24, 1998),
including shares issuable upon the exercise of outstanding stock options
and stock options that are subject to approval by the Securities and
Exchange Commission (the "Commission"). See "ELECTION OF DIRECTORS - Stock
Options".
ELECTION OF DIRECTORS
The Company's Board of Directors consists of seven members. There is no
provision for cumulative voting in the election of directors. Directors will be
elected by a plurality vote of the shares represented at the Special Meeting.
The following table lists the names, ages, and the positions held with the
Company of, and the number of shares of the Company beneficially owned by, the
directors of the Company. All of the persons listed have been nominated to be
directors except Mr. Ziegler, who is not standing for reelection. Six of the
nominees are incumbent directors who have been approved as directors of the
Company by the Small Business Administration ("SBA"), as required. One nominee,
Mr. Kaufman, has been approved as an officer of the Company by the SBA and, upon
both his approval as a director by the SBA and his election by shareholders, he
will resign his positions as the Company's Treasurer and Secretary. Additional
information regarding the business experience, length of time served in each
capacity, and other matters relevant to each individual are set forth in or
below the table.
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS (1) AGE POSITION OWNED (2)
- -------------------- --- -------- ---------
<S> <C> <C> <C>
Paul A. Perlin (3) 46 Chairman, Chief Executive Officer & Director 881,519
David Greenberg (3) 39 Chief Operating Officer & Director 817,233
R. Scot Perlin (3) 50 Chief Financial Officer & Director 245,714
Joel I. Barad 46 Director 91,857
Barry J. Gordon 53 Director 63,857
Allen L. Weingarten 44 Director 88,857
Scott A. Ziegler 38 Director 181,000(4)
Bruce A. Kaufman (3) 38 Treasurer, Secretary, and Director Designee 16,000
</TABLE>
- -----------
(1) The business address for the directors of the Company is c/o Winfield
Capital Corp., 237 Mamaroneck Avenue, White Plains, New York 10605.
(2) Includes shares issuable upon the exercise of outstanding stock options
and, in the case of the non-employee directors, stock options that are
subject to the approval of the Commission under the Investment Company Act
of 1940, as amended (the "1940 Act"). See "Stock Options" below.
-4-
<PAGE>
(3) The 1940 Act requires that a majority of the directors of a Business
Development Company, which the Company has elected to be, may not be
"interested persons," as defined in the 1940 Act. Each of the directors
named in the table above to which this note (3) pertains is an "interested
person." Mr. Kaufman will no longer be an "interested person" upon his
resignation as the Company's Treasurer and Secretary as discussed above.
(4) Based upon Mr. Ziegler's most recent filing on Form 4 dated June 4, 1998.
The directors elected at the Special Meeting will serve until the next
annual meeting of shareholders and thereafter until their respective successors
are elected and qualified.
The following sets forth biographical information as to the business
experience of each nominee for director of the Company for at least the past
five years.
Paul A. Perlin became the Chief Executive Officer, Chairman and a director
of the Company on May 2, 1995. He was Secretary of Pet Products Inc., a
manufacturer and distributor of dog chews ("Pet Products"), from November 1991
to February 1995, and a member of its Board of Directors from March 1992 to
February 1995, when it was acquired by The Hartz Mountain Corporation ("Hartz").
From 1986 to 1990, Mr. Perlin was a Vice President of Chase Manhattan Capital
Corporation (an SBIC), Chase Manhattan Investment Holdings, Inc. and The Chase
Manhattan Bank, N.A., and a Director of Chase Manhattan Capital Markets
Corporation. Prior to joining Chase, Mr. Perlin was Director of Corporate
Finance at Neuberger & Berman, a New York Stock Exchange member firm. Paul A.
Perlin and R. Scot Perlin are brothers.
David Greenberg became a director of the Company on May 2, 1995 and its
Chief Operating Officer on November 1, 1995. He was a co-founder, President,
Chief Financial Officer and a director of Pet Products from its inception in
1981 to February 1995, when it was acquired by Hartz.
R. Scot Perlin became a director of the Company on May 2, 1995 and its
Chief Financial Officer on October 3, 1996. From April 1994 to May 1995, he was
Executive Vice President and Chief Financial Officer of Meridien Corporation, a
multinational financial institution. He is currently an Adjunct Professor at
Columbia University's Executive MBA Program, Fordham University's Graduate
School of Business Administration and at New York University's Stern School of
Business. From 1987 to 1989, Mr. Perlin was a Senior Vice President for Yamaichi
International (America), Inc., a securities firm. From 1978 to 1987 he was with
American International Group ("AIG"), an insurance company, where he held
several senior management positions, including Senior Vice President and Chief
Investment Officer for American International Underwriters and Treasurer of AIG
Capital Corp., both subsidiaries of AIG, and Assistant Treasurer of AIG. Paul A.
Perlin and R. Scot Perlin are brothers.
Joel I. Barad became a director of the Company on October 24, 1995. Since
September 1997, Mr. Barad has been a Vice President at Curran Partners, Inc., a
retained executive search firm. From August 1995 to August 1997, he ran his own
management consulting practice. He was an Executive Vice President of Pet
Products from 1993 to July 1995. From 1988 to 1993, he was Vice President,
Marketing, Seagram Asia Pacific and Global Duty Free, a distributor of alcoholic
beverages. From 1976 to 1988, he was an account executive and later a Vice
President of Ogilvy & Mather, an advertising agency.
Barry J. Gordon became a director of the Company on October 24, 1995. He
has been the President since 1980, and the Chairman of the Board of Directors
since 1987, of American Fund Advisors, Inc., a money management firm. Since
1990, he has been the President, and from 1990 to 1993, he was a director, of
John Hancock Technology Series, Inc., an investment company. From 1985 to 1992,
he was the Chairman, the President and a director of National Value Fund, Inc.,
an investment company. From 1981 to 1990, he was a director, and from 1983 to
1990, he was the President, of National Aviation & Technology Corp. and National
Telecommunications and Technology Fund, both investment companies and
predecessors of John Hancock Technology Series, Inc. Mr. Gordon is also a
director of The Hain Food Group, Inc., Robocom Systems Inc. and Millenium Sports
Management, Inc.
-5-
<PAGE>
Allen L. Weingarten became a director of the Company on October 24, 1995.
He has been a partner in the New York office of the law firm of Morrison &
Foerster LLP since February 1998. Previously, Mr. Weingarten was special counsel
to the New York law firm of Skadden, Arps, Slate, Meagher & Flom LLP for more
than five years.
Bruce A. Kaufman is a director designee of the Company and became its
Treasurer and Secretary on May 2, 1995. Since January 1998 he has run his own
independent financial consulting practice. He was a co-founder and President of
Rockwater International Group, Ltd., a manufacturer and distributor of marine
construction products from 1993 to 1997. From 1990 to 1993, Mr. Kaufman was an
investment banker with Lehman Brothers, Inc.
At its meeting on May 21, 1996, the Company's Board of Directors authorized
the formation of an audit committee, consisting of Messrs. R. Scot Perlin, Barry
J. Gordon and Allen L. Weingarten, a compensation committee consisting of
Messrs. Joel I. Barad, Barry J. Gordon, Allen L. Weingarten and Scott A.
Ziegler, who is not standing for reelection, and an executive committee
consisting of Messrs. Paul A. Perlin and David Greenberg and two directors who
are not "interested" persons, initially, Mr. Barad and Mr. Ziegler.
During the fiscal year ended March 31, 1998, there were five meetings of
the Company's Board of Directors. All of the directors attended 100 percent of
the meetings, except Mr. Barad, who attended 80 percent of such meetings.
EXECUTIVE COMPENSATION
The aggregate compensation payable to management of the Company is limited
by the SBA Regulations. The following table summarizes the compensation of the
named executive officers for each of the Company's past three fiscal years:
<TABLE>
<CAPTION>
=================================================================================================================
NAME AND PRINCIPAL FISCAL YEAR(S) ENDED SHARES UNDERLYING
POSITION MARCH 31, SALARY STOCK OPTIONS
- ------------------ -------------------- ------ -----------------
<S> <C> <C> <C>
Paul A. Perlin, 1998 $176,581 414,286 shares
Chairman of the Board ------------------------------------------
Chief Executive Officer 1997 $173,557
------------------------------------------
1996 $106,617
- -----------------------------------------------------------------------------------------------------------------
David Greenberg, 1998 $155,177 350,000 shares
Chief Operating Officer ------------------------------------------
1997 $147,789
------------------------------------------
1996 $55,762
=================================================================================================================
</TABLE>
None of the named persons received bonuses or compensation other than as
shown in the above table.
-6-
<PAGE>
Effective May 2, 1995, the Company entered into an employment agreement
with Paul A. Perlin for a term ending October 31, 1998, under which he is to
serve as the Chief Executive Officer of the Company. Mr. Perlin received a
salary at the rate of $95,000 per annum through October 31, 1995 and is
currently receiving a salary at the rate of $181,912 per annum. Mr. Perlin's
salary is subject to annual cost-of-living adjustments. The employment agreement
contains provisions, in general, prohibiting Mr. Perlin from owning more than a
five percent equity interest in any companies or engaging in any other business
activities, that are competitive with the business of the Company. In addition,
under the agreement, Mr. Perlin has been granted, pursuant to the Company's
stock option plan, an option to purchase up to 214,286 shares of the Company's
Common Stock at an exercise price of $1.16 per share until May 2, 2002. The
agreement provides for the use of an automobile for Mr. Perlin, for the
reimbursement of certain business expenses and payment of annual premiums on a
term life insurance policy in the amount of $1,000,000, payable to beneficiaries
named by Mr. Perlin.
Effective November 1, 1995 the Company entered into an employment agreement
with David Greenberg, for a term of three years ending on October 31, 1998, to
act as Chief Operating Officer of the Company. The agreement provides Mr.
Greenberg with a salary of $145,000 per annum, subject to annual cost of living
adjustments and which is currently $159,862 per annum. The employment agreement
contains provisions, in general, prohibiting Mr. Greenberg from owning more than
a five percent equity interest in any companies, or engaging in any other
business activities, that are competitive with the business of the Company. The
agreement provides for the use of an automobile for Mr. Greenberg, for the
reimbursement of certain business expenses and a term life insurance policy in
the amount of $1,000,000, payable to beneficiaries named by Mr. Greenberg. In
addition, under the agreement, Mr. Greenberg has been granted, pursuant to the
Company's stock option plan, an option to purchase up to 150,000 shares of the
Company's Common Stock at an exercise price of $1.16 per share until May 2,
2002.
On May 2, 1995, the Company entered into an employment agreement with
Stanley M. Pechman for a term of three years, under which he served as President
of the Company and received a salary of $65,000 per annum. The employment
agreement contained provisions prohibiting Mr. Pechman from owning more than a
one percent equity interest in any companies, or engaging in any other business
activities, that are competitive with the business of the Company. In addition,
Mr. Pechman was granted, pursuant to the Company's stock option plan, an option
which expired unexercised to purchase up to 64,286 shares of the Company's
Common Stock at an exercise price of $1.16 per share until May 12, 1998. The
agreement also provided for the use of an automobile for Mr. Pechman and
reimbursement of certain business expenses. Mr. Pechman's employment agreement
ended pursuant to its terms on May 2, 1998 and Mr. Pechman resigned as the
Company's President effective on that date.
In addition to the compensation provided in the agreements described above,
the Board of Directors, in its discretion, may grant bonuses to the Company's
officers subject to guidelines in the SBA Regulations and SBA approval.
The directors of the Company do not currently receive compensation other
than the stock options listed in the table below and reimbursement of certain
expenses relating to their directorships.
STOCK OPTIONS
At the date of this Proxy Statement, the following options had been granted
to officers and directors by the Company's Board of Directors under the
Company's stock option plan:
-7-
<PAGE>
<TABLE>
<CAPTION>
========================================================================================================================
NAME OR DESCRIPTION OF RELATIONSHIP TO NUMBER OF EXERCISE EXPIRATION OF POTENTIAL
OPTIONEE COMPANY SHARES PRICE (1) OPTION VALUE (2)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Paul A. Perlin Chairman of the Board, 214,286 $ 1.16 May 2, 2002 $101,194
Chief Executive Officer & 200,000 $ 1.11 Feb. 24, 2003 $ 61,334
Director
- ------------------------------------------------------------------------------------------------------------------------
David Greenberg Chief Operating Officer & 150,000 $ 1.16 May 2, 2002 $ 70,835
Director 200,000 $ 1.11 Feb. 24, 2003 $ 61,334
- ------------------------------------------------------------------------------------------------------------------------
R. Scot Perlin Chief Financial Officer & 2,000 $ 1.16 May 2, 2000 $ 641
Director 4,000 $1.53125 Feb. 5, 2002 $ 1,692
140,000 $ 1.11 Feb. 24, 2003 $ 42,934
- ------------------------------------------------------------------------------------------------------------------------
Joel I. Barad Director 2,000 $ 5.00 Oct. 24, 2000 $ 2,763
4,000 $1.53125 Feb. 5, 2002 $ 1,692
15,000 $ 1.11 Feb. 24, 2003 $ 4,600
- ------------------------------------------------------------------------------------------------------------------------
Barry J. Gordon Director 2,000 $ 5.00 Oct. 24, 2000 $ 2,763
4,000 $1.53125 Feb. 5, 2002 $ 1,692
15,000 $ 1.11 Feb. 24, 2003 $ 4,600
- ------------------------------------------------------------------------------------------------------------------------
Allen L. Weingarten Director 2,000 $ 5.00 Oct. 24, 2000 $ 2,763
4,000 $1.53125 Feb. 5, 2002 $ 1,692
15,000 $ 1.11 Feb. 24, 2003 $ 4,600
- ------------------------------------------------------------------------------------------------------------------------
Scott A. Ziegler Director 2,000 $ 5.00 Oct. 24, 2000 $ 2,763
4,000 $1.53125 Feb. 5, 2002 $ 1,692
15,000 $ 1.11 Feb. 24, 2003 $ 4,600
- ------------------------------------------------------------------------------------------------------------------------
Bruce A. Kaufman Treasurer & Secretary 4,000 $ 1.50 Apr. 24, 2002 $ 1,658
2,000 $ 1.11 Feb. 23, 2003 $ 613
========================================================================================================================
</TABLE>
(1) The exercise prices were based upon the fair market value of the shares
underlying the options on the date of the grants.
(2) The potential value is equal to the appreciated market value of the
underlying shares, assuming for this purpose that the market value of the
Common Stock will appreciate in value from the grant date to the expiration
of the option at an annualized (compounded) rate of 5%, less the aggregate
exercise price of the underlying shares.
The number of stock options that may be granted by the Company under its
stock option plan is restricted under the 1940 Act to 25% of the outstanding
number of shares of the Common Stock less the number of outstanding warrants and
any other warrants, options or right to purchase shares of Common Stock. No such
warrant, option or right is outstanding at the date of this Proxy Statement.
Under the 1940 Act, the options granted to non-officer directors require the
approval of the Commission, which at the date of this Proxy Statement has not
been applied for.
-8-
<PAGE>
PENSION PLAN
The Company terminated its defined benefit pension plan on April 8, 1994.
The distribution of benefits was paid in full as of June 24, 1994. The Company
will incur no termination or withdrawal liability as a result of the action
taken by the Company to terminate its plan. The Company currently has no pension
or other retirement plan, or profit sharing plan or other contingent forms of
remuneration.
INDEMNIFICATION
Pursuant to Article EIGHTH of the Company's certificate of incorporation
and Article VI of the Company's by-laws, the Company is obligated to indemnify
any person, made, or threatened to be made, a party to an action or proceeding
(other than an action or proceeding by or in the right of the Company to procure
a judgment in its favor), whether civil or criminal, including an action by or
in the right of any other corporation, domestic or foreign, or any partnership,
joint venture, trust, employee benefit plan or other enterprise, which any
director or officer of the Company served in any capacity at the request of the
Company, by reason of the fact that he, was a director or officer of the
Company, or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees, actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein. It is a requirement for such indemnity that
such director or officer have acted in good faith, for a purpose which he
reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interests of the Company, as
determined by a disinterested person and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his conduct was unlawful.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANT
The Board of Directors of the Company, including a majority of the
disinterested directors, has appointed the firm of PricewaterhouseCoopers LLP to
serve as independent accountant of the Company for the fiscal year ending March
31, 1999, subject to ratification of this appointment by the affirmative vote of
the holders of the majority of shares present in person or by proxy at the
meeting. PricewaterhouseCoopers LLP have served as the Company's independent
accountant since June 5, 1997 when it replaced Joel Popkin & Company, P.C. None
of the reports of Joel Popkin & Company, P.C. on the Company's financial
statements that were audited by that firm contain an adverse opinion or
disclaimer of opinion, and none of its reports were qualified or modified as to
uncertainty, scope of audit or accounting principles.
One or more representatives of PricewaterhouseCoopers LLP is expected to be
present at the meeting, and such representative will be given an opportunity to
make a statement, if he wishes, and will be available to answer appropriate
questions from the shareholders present at the meeting.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANT FOR THE
FISCAL YEAR ENDING MARCH 31, 1999.
CERTAIN TRANSACTIONS
Reference is made to "ELECTION OF DIRECTORS - Executive Compensation" for
information about employment agreements between the Company and Messrs. Paul A.
Perlin, David Greenberg and Stanley M. Pechman and to "ELECTION OF DIRECTORS -
Stock Options" for information about stock options granted to management
personnel and directors.
-9-
<PAGE>
SHAREHOLDER PROPOSALS
Proposals by shareholders of the Company to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Company no later than May 1,
1999 to be considered for inclusion in the Company's Proxy Statement and proxy
for that meeting. The proponent must be a record or beneficial owner of Common
Stock of the Company entitled to vote on his or her proposal at the 1999 Annual
Meeting and must continue to own such stock entitling him or her to vote through
that date on which the meeting is held.
ANNUAL REPORT
The Annual Report to Shareholders concerning the Company's operations
during the fiscal year ended March 31, 1998, including certified financial
statements as of and for the year then ended, is being furnished to
shareholders, together with this Proxy Statement. The Annual Report is
incorporated in this Proxy Statement and should be considered part of the
soliciting material.
OTHER MATTERS
The Board of Directors knows of no other business to be presented at the
Special Meeting. If other matters properly come before the Special Meeting, the
persons named in the accompanying form of proxy intend to vote on such other
matters in accordance with their best judgment.
By Order of the Board of Directors
July 29, 1998 Bruce A. Kaufman, Secretary
<PAGE>
WINFIELD CAPITAL CORP.
SPECIAL MEETING OF SHAREHOLDERS--SEPTEMBER 24, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby acknowledges receipt of
the Proxy Statement dated July 29, 1998 (the "Proxy Statement") and appoints
Paul A. Perlin and David Greenberg and each of them, with full power of
substitution, as the undersigned's proxies (the "Proxies") to vote at the
Special Meeting of Shareholders to be held at 9:00 a.m., Eastern Time, on
Thursday, September 24, 1998, at The Yale Club of New York City (Trumbull Room,
18th Floor), 50 Vanderbilt Avenue, New York, New York 10017, and at any
adjournments thereof (the "Meeting").
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. UNLESS OTHERWISE INDICATED, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS DIRECTORS REFERRED TO HEREIN
AND FOR THE RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANT.
(1) ELECTION OF DIRECTORS:
FOR ALL NOMINEES listed below (Except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below [ ]
Joel I. Barad, Barry J. Gordon, David Greenberg, Paul A. Perlin, R. Scot
Perlin, Allen L. Weingarten, Bruce A. Kaufman
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.
- --------------------------------------------------------------------------------
(Continued on reverse side)
<PAGE>
(2) APPROVAL OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANT AS SET FORTH IN THE
ACCOMPANYING PROXY STATEMENT
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY BE BROUGHT BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF.
IN WITNESS WHEREOF, THE UNDERSIGNED HAS SET HIS OR HER HAND THIS_____ DAY
OF _______________, 1998.
------------------------------------
SHAREHOLDER'S SIGNATURE
------------------------------------
PRINT SHAREHOLDER'S NAME
(Please sign exactly as name appears to
the left. When signing as attorney,
executor, trustee, guardian, etc.,
please give full title as such.)
