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>
9
WINFIELD CAPITAL CORP.
237 MAMARONECK AVENUE
WHITE PLAINS, NEW YORK 10605
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 22, 1999
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 Wednesday, September 22, 1999, 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 as the Company's independent accountant for the
fiscal year ending March 31, 2000;
3. To consider and vote upon such other matters as may properly come before
the meeting and any adjournment(s) or postponement(s) thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on August 27, 1999 are
entitled to receive notice of and to vote at the Special Meeting or any
adjournment thereof.
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, 1999 R. Scot Perlin, Secretary
<PAGE>
WINFIELD CAPITAL CORP.
237 MAMARONECK AVENUE
WHITE PLAINS, NEW YORK
-------------
PROXY STATEMENT
-------------
SPECIAL MEETING OF SHAREHOLDERS
SEPTEMBER 22, 1999
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 Wednesday, September 22,
1999 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 as the Company's independent accountant for the
fiscal year ending March 31, 2000; 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 August 31, 1999. 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 27, 1999 are entitled to receive notice of and to vote at the Special
Meeting or any adjournment. At the close of business on July 23, 1999, there
were 5,255,994 shares of Common Stock issued and outstanding. The Company
estimates that such shares are held by approximately 9,000 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.
1
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The election of directors requires the affirmative vote of the holders of a
plurality of the shares present and represented at the meeting. The proposal to
ratify the appointment of PricewaterhouseCoopers, LLP as the Company's
independent accountant for the fiscal year ending March 31, 2000 requires the
affirmative vote of the holders of a majority of the shares in person or
represented by proxy at the Special 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 23, 1999, there were 5,255,994 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 23, 1999, 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 (a person
is deemed to be a beneficial owner of any securities of which that person has
the right to acquire beneficial ownership within 60 days), (b) each of the
Company's officers and directors, and (c) all officers and directors of the
Company as a group:
======================================================================
NAME OF CERTAIN NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNERS (1) OWNED COMMON STOCK
======================================================================
Paul A. Perlin (2) 872,819 15.39%
======================================================================
David Greenberg (3) 551,333 9.99%
======================================================================
R. Scot Perlin (4) 223,714 4.14%
======================================================================
Joel I. Barad (5) 82,857 0.02%
======================================================================
Barry J. Gordon (5) 45,357 0.01%
======================================================================
Allen L. Weingarten (5) 86,357 0.02%
======================================================================
Bruce A. Kaufman (6) 15,000 0.003%
======================================================================
All Directors and Officers
as a Group (7 persons) 1,877,437 (7) 30.55%
=======================================================================
(1) The business address for the above listed beneficial owners of the
Company is c/o Winfield Capital Corp., 237 Mamaroneck Avenue, White Plains, New
York 10605.
2
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(2) Includes 414,286 shares issuable upon the exercise of stock options
granted to Mr. Paul A. Perlin. See "ELECTION OF DIRECTORS - Stock Options".
(3) Includes 259,910 shares issuable upon the exercise of stock options
granted to Mr. Greenberg. See "ELECTION OF DIRECTORS - Stock Options".
(4) Includes 146,000 shares issuable upon the exercise of stock options
granted to Mr. R. Scot Perlin. See "ELECTION OF DIRECTORS - Stock Options".
(5) Includes 21,000 shares issuable upon the exercise of stock options
granted to Messrs. Barad, Gordon and Weingarten. See "ELECTION OF DIRECTORS -
Stock Options".
(6) Includes 6,000 shares issuable upon the exercise of stock options
granted to Mr. Kaufman. See "ELECTION OF DIRECTORS - Stock Options".
(7) Includes all shares owned by officers and directors of the Company,
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".
PROPOSAL NO. 1 - 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. All of the persons listed have been nominated to be directors. All of
the nominees are incumbent directors who have been approved as directors of the
Company by the Small Business Administration ("SBA"), as required.
NAME AGE POSITION
- ---- --- --------
Paul A. Perlin (1) 47 Chairman, Chief Executive Officer & Director
David Greenberg (1) 40 Managing Director & Director
R. Scot Perlin (1) 51 Chief Financial Officer, Secretary & Director
Joel I. Barad 47 Director
Barry J. Gordon 54 Director
Allen L. Weingarten 45 Director
Bruce A. Kaufman 39 Director
- --------------
(1) 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 (1) pertains is an "interested
person."
3
<PAGE>
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, served as
its Chief Operating Officer from November 1, 1995 to October 31, 1998 and since
November 1, 1998 is a Managing Director. 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, its Chief
Financial Officer on October 3, 1996 and its Secretary on September 24, 1998. He
is currently an Adjunct Professor at Columbia University's Executive MBA
Program, New York University's Stern School of Business and at Fordham
University's Graduate School of Business Administration. From April 1994 to May
1995, he was Executive Vice President and Chief Financial Officer of Meridien
Corporation, a multinational financial institution. 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
March 1999, Mr. Barad has been Chief Operating Officer at the Peterson Group, a
corporate and brand identity and design firm which is a subsidiary of True North
Communications, Inc. He was a Vice President at Curran Partners, Inc., a
retained executive search firm from September 1997 to March 1999. 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 Robocom Systems Inc.
4
<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 became a director of the Company on September 24, 1998. He
served as the Company's Treasurer and Secretary from May 2, 1995 to September
24, 1998. He became Vice President, Corporate Finance at Loeb Partners
Corporation in July 1999. Previously, Mr. Kaufman ran his own independent
financial consulting practice from January 1998 until July 1999. 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 September 24, 1998, the Company's Board of Directors
authorized the formation of an audit committee, consisting of Messrs. R. Scot
Perlin, Barry J. Gordon and Bruce A. Kaufman, and a compensation committee
consisting of Messrs. Joel I. Barad, Barry J. Gordon, Allen L. Weingarten and
Bruce A. Kaufman. Inasmuch as the entire Board of Directors serves as an
investment committee, there was considered to be no need to still authorize the
previously formed executive committee.
During the fiscal year ended March 31, 1999, there were seven meetings of
the Company's Board of Directors. All of the directors attended 100 percent of
the meetings, except Mr. Barad, who attended 86 percent of such meetings.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent
(10%) of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company. Officers, directors and greater than ten percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company during the year ended March 31, 1999, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were satisfied.
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:
5
<PAGE>
FISCAL YEAR(S) SHARES UNDERLYING
NAME AND PRINCIPAL POSITION ENDED MARCH 31, SALARY STOCK OPTIONS
- --------------------------------------------------------------------------------
Paul A. Perlin, 1999 $198,129 414,286 shares
Chairman of the Board -------------------------------------------------
Chief Executive Officer 1998 $176,581
-------------------------------------------------
1997 $173,557
- --------------------------------------------------------------------------------
David Greenberg, 1999 $174,216 259,910 shares
Managing Director -------------------------------------------------
1998 $155,177
-------------------------------------------------
1997 $147,789
- --------------------------------------------------------------------------------
None of the named persons received bonuses or compensation other than as
shown in the above table.
Effective November 1, 1998, the Company entered into an employment
agreement with Paul A. Perlin for a term of two years ending October 31, 2000,
under which he is to serve as the Chief Executive Officer of the Company. Mr.
Perlin receives a salary at the rate of $225,000 per annum through October 31,
1999 and will receive a salary at the rate of $243,000 per annum for the second
twelve month period. 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. 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. Under his previous
employment agreement, Mr. Perlin had 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.
Effective November 1, 1998 the Company entered into an employment agreement
with David Greenberg for a term of two years ending on October 31, 2000, to act
as Managing Director of the Company. Mr. Greenberg receives a salary at the rate
of $198,000 per annum through October 31, 1999 and will receive a salary at the
rate of $207,900 per annum for the second twelve month period. 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. Under his previous agreement, Mr. Greenberg had 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.
6
<PAGE>
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 by the Company's Board of Directors under the Company's stock option
plan:
<TABLE>
<CAPTION>
NAME OR DESCRIPTION RELATIONSHIP TO NUMBER EXERCISE EXPIRATION OF POTENTIAL
OF OPTIONEE COMPANY OF 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 ----------------------------------------------------
& Director 200,000 $ 1.11 Feb. 24, 2003 $ 61,334
- ----------------------------------------------------------------------------------------------------
David Greenberg Managing Director & 150,000 $ 1.16 May 2, 2002 $ 70,835
Director ----------------------------------------------------
109,910 $ 1.11 Feb. 24, 2003 $ 33,706
- ----------------------------------------------------------------------------------------------------
R. Scot Perlin Chief Financial 2,000 $ 1.16 May 2, 2000 $ 641
Officer, Secretary & ----------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------
Bruce A. Kaufman Director 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
other 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 been applied for and is pending the approval of the Commission.
7
<PAGE>
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINATED DIRECTORS
PROPOSAL NO.2 - 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, 2000, 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 or she wishes, and will be available to answer
appropriate questions from the shareholders present at the meeting.
THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANT
FOR THE FISCAL YEAR ENDING MARCH 31, 2000
CERTAIN TRANSACTIONS
Reference is made to "ELECTION OF DIRECTORS" - Executive Compensation" for
information about employment agreements between the Company and Messrs. Paul A.
Perlin and David Greenberg and to "ELECTION OF DIRECTORS - Stock Options" for
information about stock options granted to management personnel and directors.
SHAREHOLDER PROPOSALS
Proposals by shareholders of the Company to be presented at the 2000 Annual
Meeting of Shareholders must be received by the Company no later than May 1,
2000 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 2000 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 on Form 10-K concerning the Company's
operations during the fiscal year ended March 31, 1999, 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.
8
<PAGE>
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, 1999 R. Scot Perlin, Secretary
9
<PAGE>
WINFIELD CAPITAL CORP.
SPECIAL MEETING OF SHAREHOLDERS--SEPTEMBER 22, 1999
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, 1999 (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
Wednesday, September 22, 1999, 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 _______________, 1999.
------------------------------------
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.)
