SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
AmBase Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the 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:
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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 fee is
calculated and state how it was determined):
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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:
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NOTICE OF
ANNUAL MEETING
OF STOCKHOLDERS
AND PROXY STATEMENT
2003
AMBASE CORPORATION
100 Putnam Green, 3rd Floor
Greenwich, CT 06830-6027
AMBASE CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2003
The 2003 Annual Meeting of Stockholders of AmBase Corporation (the "Company")
will be held at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Greenwich,
Connecticut, on Friday, May 16, 2003 at 9:00 a.m., Eastern Daylight Time, to
consider and act upon the following matters:
1. The election of one director to hold office for a three-year term expiring in
2006;
2. The approval of the appointment of PricewaterhouseCoopers LLP as the
independent accountants of the Company for the year ending December 31, 2003;
and such other matters as may properly come before the meeting or any
adjournments thereof.
The Board of Directors has fixed the close of business on Wednesday, April 2,
2003 as the record date for determining stockholders entitled to notice of and
to vote at the meeting.
Whether or not you plan to attend the Annual Meeting, please sign, date and
return the enclosed proxy card in the prepaid envelope provided, as soon as
possible, so your shares can be voted at the meeting in accordance with your
instructions. Your vote is important no matter how many shares you own. If you
plan to attend the meeting and wish to vote your shares personally, you may do
so at any time before your proxy is voted. Your prompt cooperation is greatly
appreciated.
All stockholders are cordially invited to attend the Annual Meeting.
By Order of the
Board of Directors
/s/John P. Ferrara
John P. Ferrara
Secretary
AMBASE CORPORATION
100 PUTNAM GREEN, 3RD FLOOR
GREENWICH, CT 06830-6027
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2003
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of AmBase Corporation (the "Company") of proxies to be voted
at the Annual Meeting of Stockholders of the Company (the "Annual Meeting") to
be held at the Hyatt Regency Hotel, 1800 East Putnam Avenue, Greenwich,
Connecticut, at 9:00 a.m., Eastern Daylight Time, on Friday, May 16, 2003, and
at any adjournments thereof. This Proxy Statement and the accompanying proxy are
being mailed to stockholders commencing on or about April 2, 2003.
Shares represented by a duly executed proxy in the accompanying form received by
the Company prior to the Annual Meeting will be voted at the meeting in
accordance with instructions given by the stockholder in the proxy. Any
stockholder granting a proxy may revoke it at any time before it is exercised by
granting a proxy bearing a later date, by giving notice in writing to the
Secretary of the Company or by voting in person at the meeting.
At the Annual Meeting, the stockholders will be asked (i) to re-elect Robert E.
Long as a director of the Company to serve a three-year term ending in 2006, and
(ii) to approve the appointment of PricewaterhouseCoopers LLP as independent
accountants of the Company for the year ending December 31, 2003. The persons
acting under the accompanying proxy have been designated by the Board of
Directors and, unless contrary instructions are given, will vote the shares
represented by the proxy (i) for the election of the nominee for director named
above and, (ii) for the approval of the appointment of PricewaterhouseCoopers
LLP as the Company's independent accountants.
The close of business on Wednesday, April 2, 2003, has been fixed by the Board
of Directors as the record date for the determination of stockholders entitled
to notice of and to vote at the Annual Meeting or any adjournments thereof. Only
the holders of record of Common Stock at the close of business on April 2, 2003,
are entitled to vote on the matters presented at the Annual Meeting. Each share
of the Company's Common Stock entitles the holder to one vote on each matter
presented at the Annual Meeting. As of April 1, 2003, the Company had 46,208,519
outstanding shares of Common Stock. A plurality vote of the holders of the
shares of Common Stock represented in person or by proxy and voting at the
Annual Meeting, a quorum being present, is required for the election of
directors. The affirmative vote of the holders of a majority of the shares of
Common Stock represented in person or by proxy and voting at the Annual Meeting,
a quorum being present, is necessary for the approval of PricewaterhouseCoopers
LLP as independent accountants.
Abstentions, votes withheld and shares not voted, including broker non-votes,
are not included in determining the number of votes cast for the approval of
PricewaterhouseCoopers LLP as independent accountants. Abstentions, votes
withheld and broker non-votes, are counted for purposes of determining whether a
quorum is present at the Annual Meeting.
PROPOSAL NO. 1 - ELECTION OF DIRECTOR
In accordance with the method of electing directors by class with terms expiring
in different years, as required by the Company's Restated Certificate of
Incorporation, one director will be elected at the Company's 2003 Annual Meeting
of Stockholders to hold office until the Company's Annual Meeting of
Stockholders for the year 2006. The director will serve until his successor
shall be elected and shall qualify.
The person named below has been nominated for directorship. The nominee is a
director now in office, and has indicated a willingness to accept re-election.
It is intended that at the Annual Meeting the shares represented by the
accompanying proxy will be voted for the election of this nominee unless
contrary instructions are given. In the event that the nominee should become
unavailable for election as director at the time the Annual Meeting is held,
shares represented by proxies in the accompanying form will be voted for the
election of a substitute nominee elected by the Board of Directors, unless
contrary instructions are given or the Board by resolution shall have reduced
the number of directors. The Board is not aware of any circumstances likely to
render the nominee unavailable.
Information Concerning the Nominee for Election as Director
The name, age, principal occupation, other business affiliations, and certain
other information concerning the nominee for election as director of the Company
is set forth below.
Robert E. Long, 71. Mr. Long was elected a director of the Company in October
1995. Mr. Long is currently the Chief Executive Officer of Goodwyn, Long & Black
Investment Management, Inc., a registered investment company. He has been the
Chairman of Emerald City Radio Partners since 1997. From 1991 to 1995, Mr. Long
was President and CEO of Southern Starr Broadcasting Group, Inc. Prior to 1991,
Mr. Long was President of Potomac Asset Management, Inc., a registered
investment company. Mr. Long is a Chartered Financial Analyst and a graduate of
George Washington University School of Law. In addition to his service as a
director of AmBase, Mr. Long serves as a director of Allied Capital Corporation,
CSC Scientific, Inc., Graphic Computer Solutions, Inc., Advanced Solutions
International, Inc. and Global Travel, Inc. If elected, his term will expire in
2006.
Information Concerning Director(s) Continuing in Office
Certain information concerning the director(s) of the Company whose terms do not
expire in 2002 is set forth below.
Richard A. Bianco, 55. Mr. Bianco was elected a director of the Company in
January 1991, and has served as President and Chief Executive Officer of the
Company since May 1991. On January 26, 1993, Mr. Bianco was elected Chairman of
the Board of Directors of the Company. He served as Chairman, President and
Chief Executive Officer of Carteret Savings Bank, FA ("Carteret"), then a
subsidiary of the Company, from May 1991 to December 1992. His term will expire
in 2005.
John B. Costello, 65. Mr. Costello spent twenty-five years in the transportation
industry in which he founded and operated companies which were purchased by
Ryder Systems, Inc. ("Ryder"). He served three years as President of United
States Packing and Shipping Company, a subsidiary of Ryder. He has been a
private investor since 1989. Mr. Costello was elected a director of the Company
in August 1993. His term will expire in 2005.
Michael L. Quinn, 56. Mr. Quinn has dedicated his career to the financial
services and investment industry. He worked for Merrill Lynch & Co. ("Merrill")
from 1983 to February 1999 in a wide array of senior management roles across the
fixed income, equity and asset management divisions. His most recent position
was as Vice Chairman at Merrill's Global Asset Management Division. He retired
from Merrill on February 1, 1999, and has been actively involved in a private
investment partnership (ECOM Partners) which finances and manages start up
companies involved in e-commerce. Mr. Quinn is a Chartered Financial Analyst.
Mr. Quinn was elected a director in May 1999. His term will expire in 2004.
The Company presently has four directors.
INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES
Meetings and Attendance
During 2002, the Company's Board of Directors held 2 meetings. Matters were also
addressed by unanimous written consent in accordance with Delaware law. All
directors attended at least 75% of the meetings of the Board of Directors and
the committees of the Board on which they served.
Committees of the Board
The Board of Directors currently has (i) an Accounting and Audit Committee and
(ii) a Personnel Committee.
The Accounting and Audit Committee met two times during 2002. Matters were also
addressed by unanimous written consent in accordance with Delaware law. The
Accounting and Audit Committee currently consists of Robert E. Long, Chairman,
John B. Costello and Michael L. Quinn. Messrs. Long, Costello and Quinn are
independent directors of the Company under the applicable rules of the NASD.
The principal functions of the Accounting and Audit Committee are to review, in
conjunction with the Company's independent accountants, the accounting and
auditing practices and procedures followed by the Company, its subsidiaries and
their accountants, and to advise and consult with the Company's officers and
make recommendations to the Board with respect to internal and external audit
matters affecting the Company, including recommendation for the appointment of
independent accountants of the Company. The functions and principal activities
of the Accounting and Audit Committee are more fully described below under the
heading Report of the Accounting and Audit Committee.
The Personnel Committee held one meeting in 2002. Matters were also addressed by
unanimous written consent in accordance with Delaware law. The Personnel
Committee currently consists of Mr. Costello, Chairman, and Messrs. Long and
Quinn. Messrs. Costello, Long and Quinn are independent directors of the Company
under the applicable rules of the NASD.
The principal functions of the Personnel Committee are to consider and recommend
nominees for the Board, to oversee the performance and approve the remuneration
of officers and senior employees of the Company and its subsidiaries and to
oversee and approve the employee benefit and retirement plans of the Company and
its subsidiaries. The Personnel Committee will consider stockholder
recommendations for director, submitted in accordance with the Company's
By-Laws.
The Company's By-Laws require that in the event a stockholder wishes to nominate
a person for election as a director, advance notice must be given to the
Secretary of the Company not less than 120 days in advance of the date of the
Company's proxy statement released to stockholders in connection with the
previous year's annual meeting of stockholders, except that if no annual meeting
was held in the previous year or the date of the annual meeting has been changed
by more than 30 calendar days from the date contemplated at the time of the
previous year's proxy statement, a proposal shall be received by the Company a
reasonable time before the solicitation is made, together with the name and
address of the stockholder and of the person to be nominated; a representation
that the stockholder is entitled to vote at the meeting and intends to appear in
person or by proxy to make the nomination; a description of arrangements or
understandings between the stockholder and others pursuant to which the
nomination is to be made; such other information regarding the nominee as would
be required in a proxy statement filed under the proxy rules of the Securities
and Exchange Commission (the "SEC"); and the consent of the nominee to serve as
a director if elected.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of the forms filed with the SEC and written
representations received by the Company pursuant to the requirements of Section
16(a) of the Securities Exchange Act of 1934, the Company believes that, during
2002, there were no transactions which were not reported on a timely basis to
the SEC, no late reports nor other failure to file a required form by any
director, officer or 10% stockholder of the Company.
INDEPENDENT ACCOUNTANT MATTERS
Report of the Accounting and Audit Committee
As set forth in more detail in the Accounting and Audit Committee (the "Audit
Committee") charter which was approved by the full Board of Directors, the
primary purpose of the Audit Committee is to assist the Board of Directors in
fulfilling its responsibility to oversee management's conduct of the Company's
financial reporting process, including the oversight of the following:
o financial reports and other financial information provided by the Company to
any governmental or regulatory body, the public or other users thereof;
o the Company's systems of internal accounting and financial controls; and
o the annual independent audit of the Company's financial statements.
The Audit Committee reviewed the Company's audited financial statements and met
with both Company management and PricewaterhouseCoopers LLP, the Company's
independent auditors, to discuss those financial statements. Management has
represented to us that the financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America.
The Audit Committee has received from and discussed with PricewaterhouseCoopers
LLP the written disclosure and the letter required by Independence Standards
Board Standard No. 1 "Independence Discussions with Audit Committees". These
items relate to that firm's independence from the Company. The Audit Committee
also discussed with PricewaterhouseCoopers LLP any matters required to be
discussed by Statement on Auditing Standards No. 61 "Communication with Audit
Committees".
Based on these reviews and discussions, the Audit Committee recommended to the
Board of Directors that the Company's audited financial statements be included
in the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2002.
Audit Committee: Robert E. Long, Chairman
John B. Costello
Michael L. Quinn
Audit Fees
Fees for the calendar year 2002 audit and the reviews of the Form 10-Q and Form
10-K are $49,000.
All Other Fees
PricewaterhouseCoopers LLP also provided approximately $20,000 of regulatory
reporting services in connection with a building acquisition by the Company, as
well as some other nominal tax advisory services during 2002. The audit
Committee determined that the provision of such services did not impair the
independence of PricewaterhouseCoopers LLP.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation earned by the Chief
Executive Officer and each other executive officer of the Company and its
subsidiaries (the "Named Executive Officers") for services rendered to the
Company during the last three fiscal years:
Summary Compensation Table
Long-Term
Compensation
Annual Compensation Awards
============================================== =============
Other Annual Stock Options All Other
Name and Principal Salary Bonus Compensation Granted Compensation
Position Year ($) ($) (1) ($) (2) (#) ($) (3)
=================== ===== ========= =========== ============ ============= ============
Richard A. Bianco - 2002 $625,000 $ 1,000,000 $12,041 500,000 $ 13,385
Chairman, President 2001 $625,000 $ 2,500,000 $11,603 200,000 $ 9,485
and Chief Executive 2000 $500,000 $ 1,000,000 $10,970 45,000 $ 9,485
Officer
John P. Ferrara 2002 $125,000 $ 100,000 $ 985 100,000 $ 11,044
Vice President, Chief 2001 $125,000 $ 235,000 $ 1,243 10,000 $ 6,137
Financial Officer 2000 $100,000 $ 85,000 $ 1,090 10,000 $ 5,915
& Controller
(1) Amounts include bonuses earned for the years indicated and paid in the
following fiscal year, consistent with past practice of the Company.
(2) Other Annual Compensation shown above includes reimbursement to designated
executive officers for the income tax costs associated with their participation
in the long-term disability plans and supplemental life insurance plans of the
Company. The aggregate incremental cost to the Company for perquisites and other
personal benefits paid to each named executive officer (including, depending
upon the executive officer, supplemental life insurance benefits, other personal
benefits, the use of Company provided transportation and reimbursement for tax
services for Mr. Bianco) in each instance aggregated less than $50,000 or 10% of
the total annual salary and bonus for each Named Executive Officer and,
accordingly, is omitted from the table.
(3) Amounts included as All Other Compensation in 2002 include the following:
The Company's contributions to the AmBase 401(k) Savings Plan, excluding
employee earnings reductions: Mr. Bianco, $9,000 and Mr. Ferrara, $10,000; and
costs associated with participation in the supplemental term life insurance
plans of the Company: Mr. Bianco, $4,385 and Mr. Ferrara, $1,044.
Stock Options/SAR Grants During 2002
The following table sets forth information concerning stock options granted
during the year ended December 31, 2002 to the Named Executive Officers. The
Company does not have any outstanding SAR's.
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Individual Grants Appreciation for Option Term
------------------------------------------------------------------ -----------------------------
Number of Securities Percent of
Underlying Total Options/ Exercise or
Options/SARs SARs Granted to Base Price Expiration
Name Granted (#) Employees in Year ($/Share) Date 5% 10%
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Richard A. Bianco 364,000 52% $1.19 1/2/2007 $93,400 $201,000
Richard A. Bianco 136,000 20% $1.09 1/2/2012 $81,700 $201,000
John P. Ferrara 100,000 14% $1.09 1/2/2012 $60,100 $148,000
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Aggregate Option/SAR Values as of December 31, 2002
None of the Named Executive Officers exercised stock options during 2002. The
Company does not have any outstanding SARs. The following table sets forth
information concerning the fiscal year-end value of unexercised options held by
the Named Executive Officers on December 31, 2002 as follows:
Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
December 31, 2002 December 31, 2002
----------------- -----------------
Name Exercisable Unexercisable Exercisable Unexercisable
Richard A. Bianco 235,000 600,000 $23,000 $23,000
John P. Ferrara 105,000 105,000 $52,000 $ 1,000
No awards under the long-term incentive plan were made to the Named Executive
Officers in 2002, and there were no stock options previously awarded to any of
the Named Executive Officers that were repriced during 2002.
Retirement Benefits
Only one current executive officer of the Company is a participant in the
Supplemental Retirement Plan (the "Supplemental Plan"), an unfunded retirement
plan under which benefit payments to participants are based on a varying
percentage (historically ranging from 2.5% to 4%, determined on an individual
basis by the Personnel Committee) of the participant's average base salary and
bonus (averaged over the three years of credited service that will produce the
highest average) multiplied by the number of years of the participant's credited
service, up to 20 years, plus 1% of his or her average base salary and bonus
multiplied by his or her years of credited service from 20 to 25 years, plus
0.5% of his or her average base salary and bonus multiplied by his or her years
of credited service in excess of 25 years. Benefits vest after ten years of
service although the Personnel Committee may waive or reduce the ten-year
service requirement for individual participants. Upon the election of a vested
participant whose employment has terminated after ten years of service or after
a change in control of the Company, the actuarial equivalent of benefits will be
paid in a lump-sum. Mr. Bianco is the only current executive officer of the
Company who participates in the Supplemental Plan.
The following table presents, for representative periods of credited service,
estimated annual benefits payable upon retirement at the normal retirement age
of 60 (under the Supplemental Plan) to hypothetical vested participants in the
Supplemental Plan, in the form of a ten-year certain and life annuity. For
purposes of the Supplemental Plan, accrual has been assumed at the rate of 4%
per year.
Assumed Final Years of Credited Service
Average Earnings 15 20 25 30 35
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$ 400,000 $ 240,000 $ 320,000 $ 340,000 $ 350,000 $ 360,000
800,000 480,000 640,000 680,000 700,000 720,000
1,200,000 720,000 960,000 1,020,000 1,050,000 1,080,000
1,600,000 960,000 1,280,000 1,360,000 1,400,000 1,440,000
2,000,000 1,200,000 1,600,000 1,700,000 1,750,000 1,800,000
2,400,000 1,440,000 1,920,000 2,040,000 2,100,000 2,160,000
2,600,000 1,560,000 2,080,000 2,210,000 2,275,000 2,340,000
2,800,000 1,680,000 2,240,000 2,380,000 2,450,000 2,520,000
3,000,000 1,800,000 2,400,000 2,550,000 2,625,000 2,700,000
3,200,000 1,920,000 2,560,000 2,720,000 2,800,000 2,880,000
3,400,000 2,040,000 2,720,000 2,890,000 2,975,000 3,060,000
3,600,000 2,160,000 2,880,000 3,060,000 3,150,000 3,240,000
3,800,000 2,280,000 3,040,000 3,230,000 3,325,000 3,420,000
Years of credited service as of December 31, 2002, for the purposes of computing
accrued benefits are: Mr. Bianco, 11.67 years. Mr. Bianco had no vested service
in the AmBase Retirement Plan and received no payments in connection with the
termination of the AmBase Retirement Plan. No other employee of the Company has
credited service under the Supplemental Plan.
COMPENSATION OF DIRECTORS
The annual fee to be paid to all directors who are not employees of or
consultants to the Company is $7,500. The annual fees are payable in December,
provided that a director who is not an employee of or consultant to the Company
attends at least 75% of all meetings during the calendar year. Mr. Costello, Mr.
Long and Mr. Quinn each received $7,500 for their services on the Board during
2002. In January 2002, Mr. Bianco received a stock option grant of 500,000
shares in his capacity as President and Chief Executive Officer. Pursuant to the
Company's By-Laws, directors may be compensated for additional services for the
Board of Directors or for any Committee at the request of the Chairman of the
Board or the Chairman of any Committee. No additional fees were paid to outside
directors in 2002.
Compensation Committee Interlocks and Insider Participation
The Personnel Committee of the Board of Directors is the committee whose
functions are equivalent to those of a compensation committee. The Committee
members during 2002 were John B. Costello, Chairman, Robert E. Long, and Michael
L. Quinn. Mr. Costello, Mr. Long and Mr. Quinn are independent directors of the
Company.
EMPLOYMENT CONTRACTS
An employment agreement, as amended is in effect between Mr. Bianco and the
Company, which provides for him to serve as Chairman, President and Chief
Executive Officer of the Company at an annual base salary of $625,000 through
May 31, 2007. The employment agreement also provides for additional benefits,
including his participation in various employee benefit plans, annual bonus
eligibility, certain long-term disability benefits and the accrual of benefits
under the Company's Supplemental Retirement Plan at 4% of his average base
salary and bonus, and 100% vesting in his accrued benefits. In the event the
Company was to terminate his employment, other than for reasons permitted in the
employment agreement, Mr. Bianco would be entitled to receive a lump-sum amount
equal to the salary payments provided for in the employment agreement for the
remaining term thereof.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Personnel Committee (the "Committee") is responsible for fixing compensation
and other employee benefits for executive officers of the Company. The
Committee's executive compensation philosophy is to provide competitive levels
of compensation to its executive officers through a combination of base salary,
incentive awards and equity in the Company. It is designed to reward above
average corporate performance, recognize individual initiative and achievement
and assist the Company in attracting and retaining qualified management.
Management compensation is intended to be set at levels that the Committee
believes fairly reflect the challenges confronted by management.
Overview and Philosophy
The Committee believes that the objectives of executive compensation are to
attract, motivate and retain the highest quality executives, align the interests
of these executives with those of the Company's stockholders by encouraging
stock ownership by executive officers to promote a proprietary interest in the
Company's success and to provide incentives to achieve the Company's goals. In
furtherance of these objectives, the Company's executive compensation policies
are designed to focus the executive officers on the Company's goals. The
Committee determines salary, bonuses and equity incentives based upon the
performance of the individual executive officer and the Company.
Executive Officers and Chief Executive Officer Compensation
Base salaries for executive officers are determined initially by evaluating the
responsibilities of the position, the experience of the individual and the
competition in the marketplace for management talent, including companies
confronting problems of the magnitude and complexity faced by the Company.
Annual salary adjustments are determined by evaluating a number of factors. The
most important factor is the performance of the executive, followed by the
performance of the Company, any increased responsibilities assumed by the
executive and the competition in the marketplace for similarly experienced
executives. Salary adjustments are determined and normally made at twelve month
intervals.
The Committee approved cash bonuses for officers and employees for 2002. Factors
considered included performance of the executive, performance of the Company,
total compensation level, the Company's financial position and other pertinent
factors. This analysis is necessarily a subjective process which utilizes no
specific weighting or formula with respect to the described factors in
determining cash bonuses. Mr. Bianco was paid a bonus of $1,000,000 in
recognition of his management of the Company's litigation and the successful
acquisition of a building by the Company. In addition the Committee recognized
his continuing role in the Supervisory Goodwill and other litigation, his role
in maintaining a controlled level of expenditures, and his role in pursuing
several potential acquisitions.
The Company believes that its compensation programs, carefully mixing equity and
cash incentives, will focus the efforts of the Company's executive officers on
long-term growth for the benefit of the Company and its stockholders.
Personnel Committee: John B. Costello, Chairman
Robert E. Long
Michael L. Quinn
STOCK PERFORMANCE GRAPH
The following graph compares the price performance of the Company's Common Stock
for the past five years with the performance of the Standard & Poor's 500
Financials Index (S&P 500 Financials) and the Standard & Poor's 500 Stock Index
(S&P 500). The S&P Financial Index was selected because it includes companies
similar in nature to the Company through most of the five year period. The stock
price performance shown in the graph below should not be considered indicative
of potential future stock price performance.
Years Ending December 31
- ----------------------- --------------- ------------- ------------ ------------- ------------- -------------
Base Period
Company/Index 1997 1998 1999 2000 2001 2002
- ----------------------- --------------- ------------- ------------ ------------- ------------- -------------
- ----------------------- --------------- ------------- ------------ ------------- ------------- -------------
AmBase Corporation
100.00 65.82 23.98 15.05 26.28 22.45
- ----------------------- --------------- ------------- ------------ ------------- ------------- -------------
- ----------------------- --------------- ------------- ------------ ------------- ------------- -------------
S&P 500 Financials
Index 100.00 111.42 116.01 145.83 132.77 113.33
- ----------------------- --------------- ------------- ------------ ------------- ------------- -------------
- ----------------------- --------------- ------------- ------------ ------------- ------------- -------------
S&P 500 Index 100.00 128.58 155.63 141.46 124.65 97.10
- ----------------------- --------------- ------------- ------------ ------------- ------------- -------------
STOCK OWNERSHIP
Stock Ownership of Certain Beneficial Owners
The following information is set forth with respect to persons known by the
Company to be the beneficial owners of more than 5% of the Company's outstanding
Common Stock, the Company's only class of voting securities, as of January 31,
2003 except as set forth below.
Amount and Percentage
Name and Address of Nature of Beneficial of Common
Beneficial Owner Ownership Stock Owned
=================== ====================== ============
Richard A. Bianco 10,156,000 (a) 21.76%
Chairman, President and (direct)
Chief Executive Officer
AmBase Corporation
100 Putnam Green, 3rd Floor
Greenwich, CT 06830-6027
Mr. George W. Haywood 4,973,475 (b) 10.76%
c/o Cronin & Vris, LLP
380 Madison Avenue, 24th Floor
New York, NY 10017
(a) Includes 454,000 shares that could be purchased by the exercise of options
as of January 31, 2003 or within 60 days thereafter, under the Company's Stock
Option Plans.
(b) As indicated on Schedule 13G dated February 11, 2002 reporting Mr. George
Haywood's beneficial ownership of the Company's Common Stock as of December 31,
2001.
Stock Ownership of Directors and Executive Officers
According to information furnished by each nominee, continuing director and
executive officer included in the Summary Compensation Table, the number of
shares of the Company's Common Stock beneficially owned by them as of January
31, 2003 was as follows:
Amount Percentage
Name of Beneficial and Nature of of Common
Owner Beneficial Ownership(a) Stock Owned
================================= =============== ===========
Richard A. Bianco.................................... 10,156,000 (b) 21.76%
John B. Costello..................................... 60,000 *
John P. Ferrara...................................... 186,029 (b) *
Robert E. Long....................................... 25,000 *
Michael L. Quinn..................................... 302,000 *
All Directors and Officers as a group,
(5 persons).......................................... 10,729,029 22.91%
* Represents less than 1% of Common Stock outstanding
(a) All of the named individuals have sole voting and investment power with
respect to such shares.
(b) Includes 454,000 shares for Mr. Bianco and 160,000 shares for Mr. Ferrara
that could be purchased by the exercise of stock options as of January 31, 2003
or within 60 days thereafter, under the Company's stock option plans.
PROPOSAL NO. 2 - APPOINTMENT OF ACCOUNTANTS
Based on the recommendation of the Accounting and Audit Committee, the Board of
Directors is proposing that the stockholders approve the appointment of
PricewaterhouseCoopers LLP as the independent accountants of the Company for the
year ending December 31, 2003. The Company has been advised by
PricewaterhouseCoopers LLP that neither that firm nor any of its partners had
any direct financial interest or any material indirect financial interest in the
Company, or any of its subsidiaries, except as independent certified public
accountants. A representative of PricewaterhouseCoopers LLP is expected to be
present at the Annual Meeting with the opportunity to make a statement, if he or
she desires to do so, and to respond to appropriate questions from the
stockholders.
Management recommends a vote FOR approval of the appointment of
PricewaterhouseCoopers LLP.
ADDITIONAL INFORMATION
The Annual Report of the Company on Form 10-K, covering the fiscal year ended
December 31, 2002, is being mailed with this Proxy Statement to each stockholder
entitled to vote at the Annual Meeting.
Any stockholder who wishes to submit a proposal for action to be included in the
Proxy Statement for the Company's 2004 Annual Meeting of Stockholders must
submit such proposal so that it is received by the Secretary of the Company by
December 3, 2003.
The accompanying proxy is solicited by and on behalf of the Company's Board of
Directors. The cost of such solicitation will be borne by the Company. In
addition to solicitation by mail, regular employees of the Company may, if
necessary to assure the presence of a quorum, solicit proxies in person, or by
telephone, facsimile or other electronic means. Arrangements have been made with
brokerage houses and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of Common Stock
held of record by such persons, and the Company will reimburse such entities for
reasonable out-of-pocket expenses incurred in connection therewith. The Company
has engaged American Stock Transfer & Trust Company to assist in the tabulation
of proxies.
If any matter not described in this Proxy Statement should properly come before
the Annual Meeting, the persons named in the accompanying proxy will vote the
shares represented by that proxy in accordance with their best judgment unless a
stockholder, by striking out the appropriate provision of the proxy, chooses to
withhold authority to vote on such matters.
As of the date this Proxy Statement was printed, the directors knew of no other
matters to be brought before the meeting.
All other stockholder inquiries, including requests for the following: (i)
change of address; (ii) replacement of lost stock certificates; (iii) Common
Stock name registration changes; (iv) Quarterly Reports on Form 10-Q; (v) Annual
Reports on Form 10-K; (vi) proxy material; and (vii) information regarding
stockholdings, should be directed to American Stock Transfer & Trust Company, 59
Maiden Lane, New York, New York 10038, Attention: Stockholder Services, (800)
937-5449 or (718) 921-8200 Ext. 6820.
In addition, the Company's public reports, including Quarterly Reports on Form
10-Q, Annual Reports on Form 10-K and Proxy Statements, can be obtained through
the Securities and Exchange Commission's EDGAR Database, over the World Wide Web
at www.sec.gov.
AMBASE CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 16, 2003
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned revoking all prior proxies, hereby appoints Richard A. Bianco
and John P. Ferrara and each of them, with full power of substitution, as
proxies to present and vote, as designated on the reverse, all shares of Common
Stock of AmBase Corporation (the "Company"), held or owned by the undersigned on
April 2, 2003, at the Annual Meeting of Stockholders of the Company, to be held
on Friday, May 16, 2003 at 9:00 a.m. Eastern Daylight Time, at the Hyatt Regency
Hotel, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870 and at any
adjournment(s) or postponement(s) thereof, with all powers which the undersigned
would possess if personally present, and in their discretion upon such other
business as may properly come before the meeting or any adjournment(s) or
postponement(s) thereof.
This proxy is given with authority to vote FOR Proposals (1) and (2), unless a
contrary choice is specified.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE
The Board of Directors recommends a vote "FOR" the election of the nominee as
director and "FOR" proposal 2. Please sign, date and return promptly in the
enclosed envelope. Please mark your vote in blue or black ink as shown here. X
Proposal (1) Election of Director.
Nominee: Robert E. Long
/ / For the Nominee / / Withhold Authority for the Nominee
Proposal (2) Approval of appointment of PricewaterhouseCoopers LLP as
Independent Accountants for the calendar year 2003.
FOR / / AGAINST / / ABSTAIN / /
THE PROXY WILL BE USED IN CONNECTION WITH THE PROPOSALS ABOVE AS SPECIFIED BY
YOU. IF NO SPECIFICATION IS MADE, THE PROXY WILL BE USED IN ACCORDANCE WITH THE
DIRECTORS' RECOMMENDATIONS, FOR THESE PROPOSALS.
DISCRETION AUTHORITY IS HEREBY GRANTED WITH RESPECT TO SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND THE PROXY STATEMENT FURNISHED THEREWITH.
PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS ABOVE AND RETURN IN THE ENCLOSED
ENVELOPE.
SIGNATURE OF STOCKHOLDER _ _ _ _ _ _ _ _ _ _ _ _ _ DATE _ _ _ _ _ _ _ _ _ _
SIGNATURE OF STOCKHOLDER _ _ _ _ _ _ _ _ _ _ _ _ _ DATE _ _ _ _ _ _ _ _ _ _
To change the address on your account, please check the box at right and
indicate your new address in the address space below. Please not that changes to
the registered name(s) on the account may not be submitted via this method.
NOTE: This proxy must be signed exactly as the name appears hereon. When shares
are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.