VEGA CAPITAL CORP.
A Federal Licensee under the
Small Business Investment Act of 1958
45 Knollwood Road
Elmsford, New York 10523
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NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
April 21, 1999
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To the Shareholders of
VEGA CAPITAL CORP.:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Shareholders of
VEGA CAPITAL CORP., a New York corporation (the "Corporation"), will be held at
the offices of Milberg Weiss Bershad Hynes & Lerach LLP, One Pennsylvania Plaza,
New York, New York, on Wednesday, April 21, 1999, at 11:00 o'clock a.m., local
time, for the following purposes:
1. To elect four directors to hold office until the next Annual Meeting
of Shareholders and until their respective successors have been duly
elected and qualified;
2. To consider and act upon a proposal to approve an amendment to the
Certificate of Incorporation to change the Company's authorized
common stock to fourteen million shares having a par value of $.10
per share;
3. To consider and act upon a proposal to approve the selection by the
Board of Directors of Mintz Rosenfeld & Co. LLC, as the
Corporation's independent public accountants; and
4. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 8, 1999 as
the record date for the determination of shareholders entitled to notice of and
to vote at the 1999 Annual Meeting of Shareholders; and only shareholders of
record at such time will be entitled to receive notice of and to vote at the
meeting.
By order of the Board of Directors,
RONALD A. LINDEN,
President
Elmsford, New York
March 22, 1999
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WE ARE NOT ASKING YOU FOR A
PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
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VEGA CAPITAL CORP.
A Federal Licensee under the
Small Business Investment Act of 1958
45 Knollwood Road
Elmsford, New York 10523
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INFORMATION STATEMENT
for
1999 ANNUAL MEETING OF SHAREHOLDERS
to be held April 21, 1999
---------------------------------------------
March 22, 1999
This information statement is furnished by the Board of Directors of Vega
Capital Corp., a New York corporation (the "Corporation"), in connection with
the 1999 Annual Meeting of Shareholders to be held at the offices of Milberg
Weiss Bershad Hynes & Lerach LLP, One Pennsylvania Plaza, New York, New York, on
Wednesday, April 21, 1999, at 11:00 o'clock a.m., local time, and any
adjournments thereof, for the purposes set forth in the accompanying Notice of
Meeting. Only shareholders of record at the close of business on March 8, 1999
will be entitled to vote at such meeting. The principal executive office of the
Corporation is 45 Knollwood Road, Elmsford, New York 10523, and its telephone
number is (914) 345-9500.
MANAGEMENT OF THE CORPORATION IS NOT SOLICITING PROXIES FOR THIS MEETING
AND YOU ARE REQUESTED NOT TO SEND THE CORPORATION A PROXY.
Arlene Harz, G. Michael Harz and Ronald A. Linden own a total of 65.4% of
the issued and outstanding shares of Common Stock of the Corporation and have
individually indicated that they will vote their shares in favor of the election
as directors of the nominees set forth herein, the Amendment to the Certificate
of Incorporation and the selection of Mintz Rosenfeld & Co. LLC as the
Corporation's independent auditor.
OUTSTANDING SHARES
The number of outstanding shares entitled to vote at the meeting is
561,726 shares of Common Stock, par value $.10 per share, each of which shares
is entitled to one vote. The presence in person at the Annual Meeting of the
holders of a
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majority of such shares shall constitute a quorum. There is no cumulative
voting. Assuming the presence of a quorum at the annual meeting, the affirmative
vote of the holders of a majority of the total outstanding common shares is
necessary for the election as directors of the four nominees listed below and
the Amendment to the Certificate of Incorporation. Votes shall be counted by a
duly appointed inspector of election who will canvass the shareholders present
at the meeting and count their votes.
PRINCIPAL SHAREHOLDERS
The following table sets forth as of November 30, 1998, information
concerning the only persons who are known by the Corporation to own beneficially
more than 5% of the outstanding shares of Common Stock of the Corporation and
information concerning ownership of outstanding shares of Common Stock by all
present directors and officers of the Corporation as a group:
Name and Number of Shares Percent
Address Beneficially Owned of Class
- ------- ------------------ --------
Arlene Harz 215,473(1) 38.3%
203 Daisy Farm Drive
Armonk, New York 10504
Ronald A. Linden 84,299(2) 15.0%
35 Ridge Road
Katonah, New York 10536
G. Michael Harz 68,100 12.1%
1156 Aspen Drive
Evergreen, Colorado 80439
All directors and officers 299,772(1)(2) 53.3%
as a group (5 persons in group)
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(1) Includes 137,228 shares owned by the Victor Harz Trust.
(2) Includes 72,298 shares jointly owned with Mr. Linden's wife. Excludes
10,000 shares owned by Mrs. Linden, as custodian for a minor child. Mr.
Linden disclaims beneficial ownership of such shares.
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ELECTION OF DIRECTORS
The four persons named below, all of whom are presently directors of the
Corporation have been nominated for re-election to serve until the next Annual
Meeting of Shareholders and until their respective successors have been elected
and qualified.
Positions with Date of
Corporation Initial Number of Shares
and/or Election Beneficially Percent
Principal as a Owned as of of
Name (age) Occupation Director December 31, 1997 Class
- ---------- ---------- -------- ----------------- -----
Arlene Chairperson, 1995 215,473(1) 38.3%
Harz (75)* Treasurer and
Assistant
Secretary of the
Corporation
Ronald A. President of 1979 84,299(1) 15.0%
Linden (50)* the Corporation
Arnold N. Partner in the law 1992 None --
Bressler (49)* firm of Milberg
Weiss Bershad
Hynes & Lerach LLP
Edward F. Vice President, 1983 None --
Kane (46) Bankers Trust
Company
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* Messrs. Linden and Bressler and Mrs. Harz may each be deemed an
"interested person" of the Corporation under the Investment Company Act of
1940, as amended.
(1) See footnotes under "Principal Shareholders" above.
Mrs. Harz had been the Controller and Assistant Secretary of the
Corporation from September 1, 1994 to April 25, 1995 when she became Chairperson
and Treasurer. She is the mother-in-law of Mr. Linden.
Mr. Linden served as Executive Vice President and Treasurer for more than
five years until he became President of the Company on February 14, 1995.
Mr. Bressler been a practicing attorney for more than five years.
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Mr. Kane has been a Vice President of Bankers Trust Company for more than
five years.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended November 30, 1998, the Board of Directors
held three meetings. All of the directors attended more than 75% of the total
number of meetings of the Board of Directors.
The Board of Directors does not have an Audit Committee nor a nominating
committee.
EXECUTIVE OFFICERS
The executive officers of the Corporation are Ronald A. Linden, President,
and Arlene Harz, Treasurer, information as to whom is set forth above.
EXECUTIVE COMPENSATION
The following table sets forth compensation paid by the Corporation to Mr.
Linden, the only executive officer to receive compensation in excess of $100,000
for the Corporation's last three fiscal years ended November 30, 1998, 1997 and
1996:
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Fiscal
Principal Position Year Salary Bonus
- ------------------ ---- ------ -----
Ronald A. Linden 1998 $ 98,000 $4,333
President/Executive Vice 1997 108,500 4,583
President 1996 110,000 4,583
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The Corporation did not grant any stock options, stock appreciation rights
or any other awards under long-term incentive plans that are stock based during
the three fiscal years ended November 30, 1998. As of such date, the Corporation
had no outstanding stock options or stock appreciation rights.
The Corporation does not have employment agreements with its executive
officers.
PENSION PLAN
The Corporation has a non-contributory defined benefit Pension Plan (the
"Pension Plan"). Under the Pension Plan, a participant's normal annual
retirement benefits (at the later of age 65 or the fifth anniversary of
participation) will equal his Accrued Benefit determined as of October 31, 1997.
For Mr.
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Linden this amount is $47,156. The Pension Plan also provides life insurance for
each participant prior to retirement in an amount equal to 100 times his
projected monthly pension. The Pension Plan has been qualified under the
Internal Revenue Code and all contributions paid by the Corporation thereunder
qualify as deductible under said Code. For the 1998 fiscal year, contributions
amounted to 10% of the total annual remuneration of all Pension Plan
participants.
COMPENSATION OF DIRECTORS
Non-interested directors of the Corporation receive $1,000 for each Board
of Directors meeting attended. See "Election of Directors" above.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The full Board of Directors made all decisions concerning executive
compensation during fiscal 1998. During fiscal 1998, no executive officers of
the Corporation served as a member of the compensation committee or board of
directors of another entity, one of whose executive officers served on the Board
of Directors of the Corporation.
REPORT ON EXECUTIVE COMPENSATION
This report has been furnished by the undersigned member of the Board of
Directors. Messrs. Linden and Bressler and Mrs. Harz have not taken part in the
preparation of this report because each may be deemed an "interested person" of
the Corporation under the Investment Company Act of 1940, as amended.
In general, the Corporation's executive compensation policy is to pay its
executive officers reasonable salaries and bonuses to motivate and reward such
executives based on overall and individual performance, and the creation of
shareholder value.
The Corporation's executive officers are Arlene Harz and Ronald A. Linden
who are each serving in such positions without benefit of an employment
agreement. Their annual salaries for the fiscal year ended November 30, 1998
were $27,000 and $98,000 respectively. In addition, they received bonuses of
$1,250 and $4,333 respectively, for fiscal 1998. Salaries have been reviewed
annually. We believe that the salaries and bonuses paid to Mrs. Harz and Mr.
Linden were reasonable and no more generous to them than base salaries paid to
other similarly situated executive officers.
Edward F. Kane
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CERTAIN TRANSACTIONS
Except as otherwise hereinabove set forth, no interested or affiliated
person of the Corporation has had any material interest, direct or indirect, in
any material transaction since the beginning of the fiscal year ended November
30, 1998 to which the Corporation was or is to be a party.
PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK
There is being submitted to the shareholders for approval at the 1999
Annual Meeting a proposal to amend the Certificate of Incorporation to increase
the authorized common stock of the Company, par value $.10, from 1,000,000 to
14,000,000. The increase in capital stock will provide the Company's Board of
Directors with the ability to use the Company's stock in corporate transactions
without having to seek further shareholder approval. While the increase in
authorized Common Stock will not change substantially the rights of holders of
the Corporation's Common Stock, issuance of shares in future transactions may
have a dilutive effect.
The Board of Directors is recommending such increase.
PROPOSAL TO RATIFY SELECTION OF AUDITORS
In accordance with the requirements of the Investment Company Act of 1940,
as amended, and on the recommendations of the Audit Committee and all of the
members of the Board of Directors who are not "interested persons", the Board of
Directors has appointed Mintz Rosenfeld & Co. LLC as independent auditors of the
Company for the year ended November 30, 1999. Michael A. Gould of such firm is
expected to be present at the Annual Meeting and will have the opportunity to
make statements if he so desires and will be available to respond to appropriate
questions.
FINANCIAL STATEMENTS
The Balance Sheet at November 30, 1998 and the Statements of Operations,
Cash Flows and Shareholders' Equity of the Corporation for the year ended
November 30, 1998, reported upon by Mintz Rosenfeld & Co. LLC, are contained in
the Annual Report which is being mailed together with this information
statement. The same financial information for the fiscal year ended November 30,
1997 was mailed to shareholders in March 1998.
OTHER MATTERS
The Board of Directors does not intend to bring before the meeting any
matters other than those mentioned above and is
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not aware of any matters that others may bring before the meeting.
SHAREHOLDER PROPOSALS
Proposals by any shareholders intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Corporation for inclusion in the
information statement relating to such meeting not later than October 22, 1999.
By Order of the Board of Directors,
RONALD A. LINDEN,
President
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Exhibit A
CERTIFICATE OF AMENDMENT
OF
THE CERTIFICATE OF INCORPORATION
OF
VEGA CAPITAL CORP.
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UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW
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Pursuant to the provisions of Section 805 of the Business Corporation Law,
the undersigned Chairperson and Secretary, respectively, of VEGA CAPITAL CORP.,
hereby certify:
FIRST: The name of the Corporation is VEGA CAPITAL CORP.
SECOND: The Certificate of Incorporation of the Corporation was filed by
the Department of State, Albany, New York on April 26, 1968 under the original
name of Struthers Capital Corporation.
THIRD: The amendment of the Certificate of Incorporation of the
Corporation effected by this Certificate of Amendment is to increase the
aggregate number of shares which the Corporation shall have the authority to
issue by authorizing thirteen million (13,000,000) additional shares of Common
Stock having a par value of $.10 each.
FOURTH: To accomplish the foregoing amendment, Article FOURTH of the
Certificate of Incorporation of the Corporation is hereby amended to read as
follows:
"FOURTH: The Corporation shall have the authority to issue fourteen
million (14,000,000) Common Shares having a par value of $.10 per share.
The Corporation shall also have the authority to issue five hundred
thousand (500,000) Preferred Shares having a par value of $.01 per share
(the "Preferred Shares"). The Board of Directors of the Corporation (the
"Board") shall have the right to authorize by resolution of the Board
adopted in accordance with the by-laws of the Corporation, the issuance of
the Preferred Shares and, in connection therewith, to (a) cause such
Preferred Shares to be issued in series, (b) the annual rate of dividends
payable with respect to the Preferred Shares or series thereof, (c) the
amounts payable
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upon redemption of the Preferred Shares, (d) the amounts payable upon
liquidation or dissolution of the Corporation, (e) provisions as to
voting, if any, and (f) such other rights, powers and preferences as the
Board shall determine."
FIFTH: The foregoing amendment of the Certificate of Incorporation of the
Corporation was authorized by the vote at a meeting of the Board of Directors of
the Corporation, followed by the vote of holders of outstanding shares of the
Corporation entitled to vote on the said amendment of the Certificate of
Incorporation, having not less than the minimum requisite proportion of votes.
IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained therein have been examined by us and are true and correct.
Date: April 21, 1999
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Ronald A. Linden, President
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Arnold N. Bressler, Secretary
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