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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
UniCapital Corporation
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(Name of Registrant as Specified In Its Charter)
N/A
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(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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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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LOGO
10800 BISCAYNE BOULEVARD
SUITE 800
MIAMI, FLORIDA 33161
TELEPHONE: (305) 899-5000
TELEFAX: (305) 899-5050
APRIL 13, 2000
Dear UniCapital Stockholder:
You are cordially invited to attend our 2000 Annual Meeting of Stockholders
to be held on Thursday, May 18, 2000 at 9:00 a.m., local time, at The Peabody
Orlando, 9801 International Drive, Orlando, Florida 32819.
The Annual Meeting will begin with a report on Company operations, followed
by discussion and voting on the matters described in the accompanying Notice of
Annual Meeting and Proxy Statement.
Please read the accompanying Notice of Annual Meeting and Proxy Statement
carefully. Whether or not you plan to attend, you can ensure that your shares
are represented at the Annual Meeting by promptly completing, signing, dating
and returning the enclosed proxy card in the envelope provided.
Sincerely,
/s/ Robert J. New
--------------------------
Robert J. New
Chairman of the Board and
Chief Executive Officer
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UNICAPITAL CORPORATION
10800 BISCAYNE BOULEVARD, SUITE 800
MIAMI, FLORIDA 33161
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2000
------------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of UniCapital
Corporation, a Delaware corporation (the "Company"), will be held on Thursday,
May 18, 2000, at 9:00 a.m., local time, at The Peabody Orlando, 9801
International Drive, Orlando, Florida 32819, for the following purposes:
(1) To elect two Class II directors to serve for a term of three
years each and until their respective successors are duly elected and
qualified;
(2) To ratify the selection of PricewaterhouseCoopers LLP,
independent certified public accountants, to audit the consolidated
financial statements of the Company for the year ending December 31,
2000; and
(3) To transact such other business as may properly come before
the Annual Meeting and any and all adjournments and postponements
thereof.
The Board of Directors has fixed the close of business on March 31, 2000 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting and any adjournment or postponement thereof.
The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the accompanying Proxy Statement for further information
with respect to the business to be transacted at the Annual Meeting.
A complete list of the stockholders entitled to vote at the Annual Meeting
will be available during ordinary business hours for examination by any
stockholder, for any purpose germane to the Annual Meeting, for a period of at
least ten days prior to the Annual Meeting. This list may be inspected at the
offices of The NSJ Group, Inc., 1900 Summit Tower Boulevard, Suite 860, Orlando,
Florida 32824.
The Board of Directors urges you to complete, sign, date and return the
enclosed proxy card promptly. You are cordially invited to attend the Annual
Meeting in person. The return of the enclosed proxy card will not affect your
right to revoke your proxy or to vote in person if you do attend the Annual
Meeting.
By order of the Board of Directors,
MARTIN KALB
Executive Vice President, Secretary
and General Counsel
Miami, Florida
April 13, 2000
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES
YOU OWNED ON THE RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE
AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY.
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UNICAPITAL CORPORATION
10800 BISCAYNE BOULEVARD, SUITE 800
MIAMI, FLORIDA 33161
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PROXY STATEMENT
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GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of UniCapital Corporation, a
Delaware corporation ("UniCapital" or the "Company"), for use at the Company's
2000 Annual Meeting of Stockholders (together with any and all adjournments and
postponements thereof, the "Annual Meeting") to be held on Thursday, May 18,
2000, at 9:00 a.m., local time, at The Peabody Orlando, 9801 International
Drive, Orlando, Florida 32819, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders (the "Notice"). This Proxy Statement,
together with the accompanying Notice and the enclosed proxy card, is first
being sent to stockholders on or about April 13, 2000.
RECORD DATE; VOTING SECURITIES; VOTING AND PROXIES
The Board has fixed the close of business on March 31, 2000 as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting (the "Record Date"). On the Record Date, there were
56,891,878 shares of Common Stock of the Company, par value $.001 per share
("Common Stock"), outstanding and entitled to vote. Each share of Common Stock
is entitled to one vote per share on each matter properly brought before the
Annual Meeting. Abstentions may be specified as to all proposals to be brought
before the Annual Meeting other than the election of directors. Shares can be
voted at the Annual Meeting only if the stockholder is present in person or is
represented by proxy. If the enclosed proxy card is properly executed and
returned prior to voting at the Annual Meeting, then the shares represented
thereby will be voted in accordance with the instructions marked thereon. In the
absence of instructions, shares represented by executed proxies will be voted as
recommended by the Board. Brokers, banks and other nominee holders will be
requested to obtain voting instructions of beneficial owners of stock registered
in their names. Shares represented by a duly completed proxy submitted by a
nominee holder on behalf of beneficial owners will be counted for quorum
purposes, and will be voted to the extent instructed by the nominee holder on
the proxy card. The rules applicable to a nominee holder may preclude it from
voting the shares that it holds on certain kinds of proposals unless it receives
voting instructions from the beneficial owners of the shares (such preclusions
from voting are sometimes referred to as "broker non-votes").
The Board knows of no matters which are to be brought before the Annual
Meeting other than those set forth in the accompanying Notice of Annual Meeting
of Stockholders. If any other matters properly come before the Annual Meeting,
then the persons named in the enclosed proxy card, or their duly appointed
substitutes acting at the Annual Meeting, will be authorized to vote or
otherwise act thereon in accordance with their judgment on such matters.
Any proxy may be revoked at any time prior to its exercise by attending the
Annual Meeting and voting in person, by notifying the Secretary of the Company
of such revocation in writing or by delivering a duly executed proxy bearing a
later date, provided that such notice or proxy is actually received by the
Company prior to the taking of any vote at the Annual Meeting.
The cost of solicitation of proxies for use at the Annual Meeting will be
borne by the Company. Solicitations will be made primarily by mail or by
facsimile, but regular employees of the Company may solicit proxies personally
or by telephone.
QUORUM; VOTES REQUIRED
The presence at the Annual Meeting, in person or by proxy, of shares of
Common Stock representing at least a majority of the total number of shares of
Common Stock entitled to vote on the Record Date will constitute a
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quorum for purposes of the Annual Meeting. Shares represented by duly completed
proxies submitted by nominee holders on behalf of beneficial owners will be
counted as present for purposes of determining the existence of a quorum (even
if some such proxies reflect broker non-votes). In addition, abstentions will be
counted as present for purposes of determining the existence of a quorum.
Under applicable Delaware law and the Company's Bylaws, directors are to be
elected by a plurality of the votes of the shares of Common Stock present in
person or represented by proxy at the Annual Meeting. Accordingly, and in
accordance with the Company's Bylaws, the two nominees for election as directors
who receive the highest number of votes actually cast will be elected. Broker
non-votes will be treated as shares that neither are capable of being voted nor
have been voted and, accordingly, will have no effect on the outcome of the
election of directors.
The remaining proposal to be brought before the Annual Meeting requires the
affirmative vote of a majority of the shares present and entitled to vote at the
Annual Meeting. Abstentions will be counted as shares present at the Annual
Meeting and will thus increase the minimum number of affirmative votes necessary
to approve this proposal. Because they will not be recorded as votes in favor of
such proposal, however, abstentions will have the effect of votes against such
proposal. Broker non-votes with respect to this proposal will be treated as
shares not capable of being voted on this proposal; accordingly, broker
non-votes will have no effect either on the minimum number of affirmative votes
necessary to approve such proposal or on the outcome of voting on such proposal.
ELECTION OF DIRECTORS
The Amended and Restated Certificate of Incorporation and the Bylaws of the
Company provide that the number of directors is to be determined from time to
time by resolution of the Board. The Board is currently composed of six persons.
Pursuant to the Company's Amended and Restated Certificate of
Incorporation, the members of the Board are divided into three classes,
designated Class I, Class II and Class III. Each class is to consist, as nearly
as may be possible, of one-third of the total number of members of the Board.
The term of the Class II directors expires at the Annual Meeting. The terms of
the Class III and Class I directors will expire at the 2001 and 2002 Annual
Meetings of Stockholders, respectively. At each Annual Meeting, the directors
elected to succeed those whose terms expire are of the same class as the
directors they succeed and are elected for a term to expire at the third Annual
Meeting of Stockholders after their election and until their successors are duly
elected and qualified. A director of any class who is elected to fill a vacancy
resulting from an increase in the number of directors holds office for the
remaining term of the class to which such director is elected and a director who
is elected to fill a vacancy arising in any other manner holds office for the
remaining term of such director's predecessor.
The individuals elected to serve as Class II directors this year will serve
for a three-year term expiring at the 2003 Annual Meeting of Stockholders. There
are currently two incumbent Class II directors: Vincent W. Eades and Anthony K.
Shriver. Mr. Eades and Mr. Shriver have been nominated for reelection to the
Board. In the election, the two persons who receive the highest number of votes
actually cast will be elected. The proxies named in the proxy card intend to
vote for the election of the two Class II nominees listed below unless otherwise
instructed. If a holder does not wish his or her shares to be voted for a
particular nominee, then the holder must identify the exception in the
appropriate space provided on the proxy card, in which event the shares will be
voted for the other listed nominee(s). If any nominee becomes unable to serve,
then the proxies may vote for another person designated by the Board or the
Board may reduce the number of directors. The Company has no reason to believe
that any nominee will be unable to serve.
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Set forth below is certain information with regard to each of the nominees
for election as Class II directors and each continuing Class I and Class III
director.
NOMINEES FOR ELECTION AS CLASS II DIRECTORS
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
Vincent W. Eades............................. Mr. Eades has been a director of UniCapital
Age 41 since October 1997. Mr. Eades is the founder
of PowerRide Motorsports, Inc., a company
formed to own and operate motorcycle
dealerships and accessories businesses, and
has served as its Chairman, President and
Chief Executive Officer since its inception
in March 1998. Mr. Eades served as the Senior
Vice President of Sales and Marketing for
Starbucks Coffee Co. Inc. from May 1995 until
March 1998. Prior to that, Mr. Eades was
employed by Hallmark Cards Inc., most
recently as a General Manager, from November
1985 through April 1995. Mr. Eades also
serves as a director of U.S.A. Floral
Products, Inc. and as a director of Encompass
Services Corporation.
Anthony K. Shriver........................... Mr. Shriver has been a director of UniCapital
Age 35 since March 1998. Mr. Shriver has been
Chairman and Chief Executive Officer of Best
Buddies International, Inc., a non-profit
organization that provides mentally
handicapped adults with employment services
and promotes their social integration, since
February 1989. From May 1996 to March 1998,
he also served as Chairman and Chief
Executive Officer of Fast Rx, Inc., a
pharmaceutical sales company which provides
physicians the technology to dispense
products at the point of care, and from March
1997 to September 1997 he was Chairman of
Larkin Community Hospital.
The Board unanimously recommends that stockholders vote FOR the election of
the two persons nominated to serve as Class II Directors.
DIRECTORS CONTINUING AS CLASS I DIRECTORS TERM EXPIRING 2002
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
Scott Brown.................................. Mr. Brown has been a director of UniCapital
Age 35 since May 1999. From 1987 until June 1999,
Mr. Brown served as the Vice President, Chief
Financial Officer and director of C.M.I.
Enterprises, a supplier of fabric, leather,
vinyl and associated products to the van
conversion, recreational vehicle and
automotive aftermarket industries.
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NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
Robert J. New................................ Mr. New co-founded UniCapital in October 1997
Age 35 and has since served as its Chairman and
Chief Executive Officer. From July 1996 until
December 1997, Mr. New served as an operating
company president of, and as acquisition
consultant to, U.S. Office Products Company,
a publicly-held supplier of a broad range of
office products and business services, where
Mr. New participated in over 40 acquisitions.
From March 1990 until August 1997, Mr. New
served as Chief Executive Officer of
Prudential of Florida Leasing, Inc., a
small-ticket leasing company. From December
1989 through July 1996, Mr. New served as
President and Chief Executive Officer of
Prudential of Florida, Inc., an office
services company. Mr. New also serves as a
director of PowerRide Motorsports, Inc.
Robert J. New is the brother of Jonathan New,
the Company's Chief Financial Officer.
DIRECTORS CONTINUING AS CLASS III DIRECTORS TERM EXPIRING 2001
NAME AND AGE PRINCIPAL OCCUPATION AND DIRECTORSHIPS
------------ --------------------------------------
Jonathan J. Ledecky.......................... Mr. Ledecky co-founded UniCapital in October
Age 42 1997 and has since served as a director. From
October 1997 until April 1998, he also served
as Non-Executive Chairman of the Company's
Board of Directors. Since July 1999, Mr.
Ledecky has been the Vice Chairman of Lincoln
Holdings, which owns a controlling interest
in the National Hockey League Washington
Capitals franchise and a minority interest in
the National Basketball Association
Washington Wizards franchise. Mr. Ledecky was
Chairman and Chief Executive Officer of U.S.
Office Products from October 1994 through
November 1997 and thereafter was a director
until May 1998. Mr. Ledecky founded Building
One Services, Inc. (formerly known as
Consolidation Capital Corporation) in
February 1997 and served as its Chairman
until April 1999. Mr. Ledecky also serves as
a director of Aztec Technology Partners,
Inc., School Specialty, Inc. and
MicroStrategy Incorporated.
Stuart L. Cauff.............................. Mr. Cauff has been President of UniCapital
Age 53 since March 1999, Chief Executive Officer of
the Company's Big Ticket Leasing Division
since May 1998 and Chairman of UniCapital Air
Group since December 1998. He has been a
director of UniCapital since July 1998. From
1981 until May 1998, Mr. Cauff served as
President of Cauff, Lippman Aviation, Inc.
("Cauff Lippman"), which was acquired by
UniCapital in May 1998.
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The Board of Directors met four times in person and four times by
teleconference during 1999 and acted four times by unanimous written consent.
The Board has an Executive Committee, an Audit Committee, a Compensation
Committee and a Nominating Committee.
While the Board is not in session, the Executive Committee exercises all of
the powers and authority of the Board in the management of the business and
affairs of the Company. Mr. New, Mr. Cauff and Mr. Ledecky are currently the
members of the Executive Committee. The Executive Committee acted seven times by
unanimous written consent during 1999.
The responsibilities of the Audit Committee include recommending to the
Board the independent certified public accountants to be selected to conduct the
annual audit of the consolidated financial statements of the Company, reviewing
the proposed scope of such audit and approving the audit fees to be paid,
reviewing accounting and financial controls of the Company with the independent
certified public accountants and the Company's financial and accounting staff
and reviewing and approving transactions between the Company and its directors,
officers and affiliates. Mr. Eades and Mr. Brown are currently the members of
the Audit Committee. The Board expects that Mr. Eades will be reappointed to the
Audit Committee at the meeting of the Board immediately following the Annual
Meeting, if such individual is elected to the Board at the Annual Meeting. The
Audit Committee met six times during 1999.
The Compensation Committee provides a general review of the Company's
compensation plans and policies to ensure that they meet corporate objectives.
As described below, the Company's existing plans with respect to executive
compensation are largely based upon contractual commitments set forth in
employment agreements that are presently in effect. The responsibilities of the
Compensation Committee also include administering the 1998 Long-Term Incentive
Plan, including selecting the officers and salaried employees to whom awards
will be granted. Messrs. Eades and Shriver are the members of the Compensation
Committee. The Compensation Committee met one time by telephone conference
during 1999, and acted two times by unanimous written consent.
The Nominating Committee proposes and reviews individuals to be nominated
for election to the Board. The Nominating Committee currently consists of
Messrs. Eades and New. The Nominating Committee met one time during 1999.
No director, other than Mr. Ledecky (who attended a majority of the
meetings), attended fewer than 75% of the aggregate of (i) the total number of
meetings of the Board held during his tenure in 1999 and (ii) the total number
of meetings of all committees of the Board on which the director served held
during his tenure in 1999.
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RATIFICATION OF SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board has selected PricewaterhouseCoopers LLP to serve as the Company's
independent certified public accountants for the year ending December 31, 2000.
A representative of PricewaterhouseCoopers LLP will be present at the Annual
Meeting and will have the opportunity to make a statement, if such person
desires to do so, and to respond to appropriate questions.
The proposal to ratify the selection of PricewaterhouseCoopers LLP will be
approved by the stockholders if it receives the affirmative vote of a majority
of the votes cast by stockholders entitled to vote on the proposal.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth information regarding compensation of the
Company's Chief Executive Officer and the other four most highly compensated
executive officers (the "Named Executive Officers") of the Company for the years
ended December 31, 1999 and December 31, 1998.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
AWARDS
------------
SECURITIES
NAME AND UNDERLYING
PRINCIPAL POSITION YEAR SALARY BONUS (1) OPTIONS (#)
------------------ ---- ------ --------- -----------
Robert J. New..................................... 1999 $650,000 -- 91,000
Chairman of the Board and Chief Executive Officer 1998 406,250 $325,000 500,000
Bruce E. Kropschot................................ 1999 450,000 125,000 --
Vice Chairman--Mergers & Acquisitions 1998 281,250 -- 175,000
Martin Kalb....................................... 1999 450,000 41,958 26,000
Executive Vice President and General Counsel 1998 281,250 125,000 175,000
Steven E. Hirsch.................................. 1999 340,553 198,339 26,000
Executive Vice President--Structured Finance 1998 160,143 -- 65,000
Stuart L. Cauff................................... 1999 324,000 -- 251,000
President 1998 125,000 -- 100,000
- ---------
(1) 1998 bonuses were paid in March 1999 in respect of the year ended December
31, 1998.
Certain of the 1999 bonuses were paid in February 2000 in respect of the
year ended December 31, 1999.
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The following table sets forth certain information with respect to grants
of options during the year ended December 31, 1999 and their potential
realizable values.
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES % OF TOTAL ANNUAL RATES OF STOCK
UNDERLYING OPTIONS PRICE APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OPTION TERM (3)
GRANTED EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME (#) (1) FISCAL YEAR ($/SHARE) DATE (5%) (10%)
---- ---------- ------------ --------- ---------- ---- -----
Robert J. New............... 1,000 4.346% $7.44 1/22/09 $ 4,680 $ 11,860
90,000 5.50 3/3/09 311,300 788,900
Bruce E. Kropschot.......... -- -- -- -- -- --
Martin Kalb................. 1,000 1.242 7.44 1/22/09 4,680 11,860
25,000 5.50 3/3/09 86,470 219,140
Steven E. Hirsch............ 1,000 1.242 7.44 1/22/09 4,680 11,860
25,000 5.50 3/3/09 86,470 219,140
Stuart L. Cauff............. 1,000 11.986 7.44 1/22/09 4,680 11,860
125,000(2) 6.38 3/31/09 501,540 1,271,010
125,000(2) 4.75 8/16/09 373,410 946,285
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(1) Except as otherwise indicated, all options vest in 25% annual installments
over four years commencing on the first anniversary of the date of grant.
(2) These options are fully vested and immediately exercisable under the terms
of Mr. Cauff's Employment Agreement, dated as of May 20, 1998.
(3) The potential realizable value is based on the assumed annual rates of stock
price appreciation being applied to the above exercise prices. Such
information is shown for informational purposes and does not represent an
estimate or prediction of the Company's future stock price.
The following table sets forth certain information with respect to the
exercise of options during the year ended December 31, 1999 and the value of
options held at that date.
AGGREGATE OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUE TABLE
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
ACQUIRED FISCAL YEAR-END FISCAL YEAR-END ($) (1)
ON EXERCISE VALUE --------------------------- ---------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------ ----------- ------------- ----------- -------------
Robert J. New.............. 0 0 500,000 91,000 -- --
Bruce E. Kropschot......... 0 0 43,750 131,250 -- --
Martin Kalb................ 0 0 43,750 157,250 -- --
Steven E. Hirsch........... 0 0 16,250 74,750 -- --
Stuart L. Cauff............ 0 0 275,000 76,000 -- --
- ---------
(1) The value of the Common Stock at December 31, 1999 was $3.69 per share.
ARRANGEMENTS REGARDING EMPLOYMENT
Effective March 1, 2000, the Company entered into an Amended and Restated
Employment Agreement with Robert J. New, pursuant to which Mr. New continued in
the employ of the Company as Chairman and Chief Executive Officer for a term
beginning on such date and ending on February 28, 2002. Under the Amended and
Restated Employment Agreement, Mr. New receives an annual base salary of
$650,000. The Amended and Restated Employment Agreement includes a two-year
post-termination non-competition and non-solicitation
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provision that restrains Mr. New from engaging in, directly or indirectly, any
"Competing Business" (as defined in the Amended and Restated Employment
Agreement). If Mr. New's employment is terminated without cause, he will be
entitled to receive his salary then in effect for the shorter of (i) the
fifteen-month period following his termination or (ii) the remaining term of the
Amended and Restated Employment Agreement.
Effective March 1, 2000, the Company entered into an Amended and Restated
Employment Agreement with Martin Kalb, pursuant to which Mr. Kalb is employed as
the Company's Executive Vice President and General Counsel for a term beginning
on such date and ending on February 28, 2002. Under the Amended and Restated
Employment Agreement, Mr. Kalb receives an annual base salary of $450,000. The
Amended and Restated Employment Agreement includes a two-year post-termination
non-competition and non-solicitation provision that restrains Mr. Kalb from
engaging in, directly or indirectly, any "Competing Business" (as defined in the
Amended and Restated Employment Agreement). If Mr. Kalb's employment is
terminated without cause, he will be entitled to receive his salary then in
effect for the shorter of (i) the fifteen-month period following his termination
or (ii) the remaining term of the Amended and Restated Employment Agreement.
Effective May 20, 1998, the Company entered into an Employment Agreement
with Steven E. Hirsch, pursuant to which Mr. Hirsch was employed as the
Company's Executive Vice President--Structured Finance for a term beginning on
such date and ending on January 24, 2000. Under the Employment Agreement, Mr.
Hirsch received an annual base salary of $250,000. The Employment Agreement
includes a two-year post-termination non-competition and non-solicitation
provision that restrains Mr. Hirsch from engaging in, directly or indirectly,
any "Competing Business" (as defined in the Employment Agreement), subject to
certain limited exceptions. The Employment Agreement has expired in accordance
with its terms, and Mr. Hirsch and the Company are negotiating the terms of a
new employment agreement. Mr. Hirsch currently serves as Executive Vice
President of the Big Ticket Division.
Effective May 20, 1998, the Company entered into an Employment Agreement
with Stuart L. Cauff, pursuant to which Mr. Cauff is employed as the President
and Chief Executive Officer of the Company's "Big Ticket Leasing Division" for a
term beginning on such date and ending on May 20, 2001. Under the Employment
Agreement, Mr. Cauff receives an annual base salary of $300,000. The Employment
Agreement includes a two-year post-termination non-competition and
non-solicitation provision that restrains Mr. Cauff from engaging in, directly
or indirectly, any "Competing Business" (as defined in the Employment
Agreement). If Mr. Cauff's employment is terminated without cause, he will be
entitled to receive his salary then in effect for the shorter of (i) the
three-month period following his termination or (ii) the remaining term of the
Employment Agreement.
COMPENSATION OF DIRECTORS
Members of the Board of Directors who are not employees of the Company
("Outside Directors") receive an annual fee of $25,000, plus reimbursement of
expenses for each meeting of the Board of Directors and each committee meeting
that they attend in person. In addition, upon effectiveness of the registration
statement relating to the Company's initial public offering on May 14, 1998,
each Outside Director received a nondiscretionary grant of options to purchase
21,000 shares of Common Stock under the Company's 1998 Non-Employee Directors'
Stock Plan and, at the 1999 Annual Meeting of Stockholders, each of the then
incumbent Outside Directors received a nondiscretionary grant of options to
purchase 6,000 shares of Common Stock under such Plan. In addition, at the 1999
Annual Meeting of Stockholders, each new Outside Director received a
nondiscretionary grant of options to purchase 21,000 shares of Common Stock
under the Company's 1998 Non-Employee Directors' Stock Plan. Each Outside
Director will automatically receive an additional grant of 6,000 options under
that plan as of the date of the Annual Meeting.
In May 1998, prior to the effectiveness of the Company's registration
statement relating to the Company's initial public offering, the Company granted
options to purchase 60,000 shares of Common Stock under the Company's 1997
Executive Non-Qualified Stock Option Plan (the "Executive Plan") to Anthony K.
Shriver.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Eades and Shriver.
Robert J. New is a member of the Board of Directors of PowerRide Motorsports,
Inc. Mr. Eades is the Chairman, President and Chief Executive Officer of
PowerRide.
8
12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of March 1, 2000 held by each person
who is known by the Company to have been the beneficial owner of more than five
percent of the Company's Common Stock on such date, by each director and
executive officer of the Company (including each executive officer of the
Company named in the Summary Compensation Table) and by all directors and
executive officers of the Company as a group (based on 56,371,045 shares of
Common Stock outstanding as of such date).
SHARES OWNED
BENEFICIALLY
-------------------
BENEFICIAL OWNER NUMBER PERCENT
---------------- ------ -------
Robert J. New (1)........................................... 1,924,463 3.4%
Bruce E. Kropschot (2)...................................... 524,276 *
Martin Kalb (3) (4)......................................... 378,640 *
Steven E. Hirsch (5)........................................ 337,750 *
Edward A. Jaeckel (6)....................................... 26,450 *
Jonathan New (7)............................................ 234,343 *
Jonathan J. Ledecky (8) (9)................................. 2,421,000 4.3
Vincent W. Eades (10)....................................... 102,000 *
Anthony K. Shriver (10)(11)................................. 87,000 *
John Guadagno............................................... -- *
Stuart L. Cauff (12)(13).................................... 2,587,648 4.6
Scott Brown (14)............................................ 35,569 *
John L. Alfano (15)......................................... 3,368,368 6.0
c/o Jacom Computer Services, Inc.
207 Washington Street
Northvale, NJ 07647
State of Wisconsin Investment Board (16).................... 7,820,200 13.9
P.O. Box 7842
Madison, WI 53707
All directors and executive officers, as a group (12
Persons) (17)............................................. 8,659,139 15.4
- ---------
(1) Includes 522,750 shares which may be acquired within 60 days of March 1,
2000, pursuant to the exercise of options granted under the Company's 1998
Long-Term Incentive Plan (the "LTIP").
(2) Includes 43,750 shares which may be acquired within 60 days of March 1,
2000, pursuant to the exercise of options granted under the LTIP.
(3) Includes 328,290 shares which are held by the Kalb Investments Limited
Partnership.
(4) Includes 50,250 shares which may be acquired within 60 days of March 1,
2000, pursuant to the exercise of options granted under the LTIP.
(5) Includes 22,750 shares which may be acquired within 60 days of March 1,
2000, pursuant to the exercise of options granted under the LTIP and the
Executive Plan.
(6) Includes 16,500 shares which may be acquired within 60 days of March 1,
2000, pursuant to the exercise of options granted under the LTIP.
(7) Includes 37,750 shares which may be acquired within 60 days of March 1,
2000, pursuant to the exercise of options granted under the LTIP.
(8) Includes 500,000 shares which may be acquired within 60 days of March 1,
2000, pursuant to the exercise of options granted under the LTIP.
(9) Includes 6,000 shares which may be acquired within 60 days of March 1, 2000,
pursuant to the exercise of options granted under the Directors' Plan.
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(10) Includes 27,000 shares which may be acquired within 60 days of March 1,
2000, pursuant to the exercise of options granted under the Directors'
Plan.
(11) Includes 60,000 shares which may be acquired within 60 days of March 1,
2000, pursuant to the exercise of options granted under the Executive Plan.
(12) Includes 1,436,724 shares owned by the 1998 Cauff Family Trust.
(13) Includes 275,250 shares which may be acquired within 60 days of March 1,
2000, pursuant to the exercise of options granted under the LTIP.
(14) Includes 21,000 shares which may be acquired within 60 days of March 1,
2000, pursuant to the exercise of options granted under the Directors'
Plan.
(15) Based on information contained in a Report on Schedule 13G filed by such
stockholder with the Securities and Exchange Commission on February 16,
1999.
(16) Based on information contained in a Report on Schedule 13G filed by such
stockholder with the Securities and Exchange Commission on February 2,
2000.
(17) See notes (1) through (14).
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14
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") is pleased to present its
report on executive compensation. This report describes the components of the
Company's executive officer compensation programs and the basis on which
compensation determinations for 1999 were made with respect to the executive
officers of the Company.
COMPENSATION PHILOSOPHY
It is the philosophy of the Committee that a significant portion of
executive compensation be linked directly to the Company's success in meeting
profit, growth and corporate performance goals, which the Committee hopes will
result in increases in stockholder value. The Committee utilizes the following
objectives as guidelines for compensation decisions:
- Provide a competitive total compensation package that enables the
Company to attract and retain key personnel.
- Provide a broad-based compensation package that equitably recognizes
the contributions of all management personnel.
- Provide variable compensation opportunities, primarily on an annual
basis, that are directly linked to corporate performance goals.
- Provide long-term compensation opportunities, through stock options,
that align executive compensation with value received by
stockholders.
The Committee does not anticipate that the Company will be affected in the
near future by Section 162(m) of the Internal Revenue Code, which imposes an
annual limit of $1,000,000 per person on the federal income tax deduction for
executive compensation which is not performance based in accordance with certain
requirements. If the Company were to determine that Section 162(m) might limit
the deductibility of certain payments, the Company would consider the steps
necessary to modify its compensation programs so that the problem of non-
deductibility would be avoided.
COMPENSATION PROGRAM COMPONENTS
The Committee periodically reviews the Company's compensation programs to
ensure that pay levels and incentive opportunities are competitive and reflect
the performance of the Company. The compensation program for executive officers
comprises the following components: base salary, annual incentive compensation
and stock options. Each of these components is summarized below.
BASE SALARY. The Committee can recommend increases, but not decreases, in
executive compensation under the terms of these employment agreements. The
Committee intends, in evaluating whether to increase base salaries in future
years, to consider the levels of compensation (base, bonus and other incentive)
paid by the Company relative to individual performance, overall corporate
performance and industry compensation averages, among other factors.
ANNUAL INCENTIVE COMPENSATION. Annual bonuses represent payments for the
achievement of short-term objectives and recognize both the overall performance
of the Company and individual performance in a given year. For 1999, the
Committee considered these factors, and accorded particular weight to the
efforts of the executives for integration of the Company's disparate operating
units and the acquisition of the equity interest in a portfolio of 36 commercial
aircraft from GE Capital Aviation Services, a division of General Electric
Capital Corporation. As a result of its application of these factors as so
weighted, the Committee determined to award the Named Executive Officers (other
than the CEO, whose annual incentive bonus for 1999 is discussed below)
aggregate incentive bonus compensation of $365,297, as detailed in the Summary
Compensation Table.
STOCK OPTIONS. The Company's LTIP is intended to motivate key employees to
put forth maximum efforts toward the continued growth, profitability and success
of the Company by providing incentives through the ownership and performance of
the Company's Common Stock. The plan is designed to provide benefits to key
management only to the extent that stockholders enjoy increases in value.
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15
In 1999, options to purchase 471,000 shares of the Company's Common Stock
were granted to the Company's executive officers under the LTIP. The Committee
considered the respective stock and option holdings of the executive officers of
the Company in comparison with stock and option holdings of top executives of
companies of similar size and growth records, and made option awards during 1999
that were intended to keep its executive officers' holdings competitive with and
in fact above industry averages for comparable companies, in the expectation
that a significant equity incentive component of the total compensation program
would best align the interests of executives with those of the Company's
stockholders.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Compensation of the CEO. As indicated above under "Arrangements Regarding
Employment," the Committee determined not to change Robert J. New's base salary
in connection with the Company's entry into an amended and restated employment
agreement with Mr. New. The Committee also determined not to award Mr. New a
cash bonus with respect to 1999. The Committee believes that options previously
granted to Mr. New, together with Mr. New's stock holdings, tie a significant
amount of his financial reward to the market price of the Company's Common
Stock, and thus serve to align Mr. New's interests more closely with those of
the Company's stockholders.
THE COMPENSATION COMMITTEE
VINCENT W. EADES ANTHONY K. SHRIVER
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Set forth below is a description of certain transactions and relationships
between the Company and certain persons who are officers, directors or principal
stockholders of the Company. Except as otherwise indicated, the negotiation of
all the transactions described below preceded the consummation of the Company's
initial public offering in May 1998.
Martin Kalb
On January 16, 1998, the Company sold 75,000 shares of its Common Stock to
Mr. Kalb for aggregate consideration of $225,000, a portion of which was paid in
the form of a promissory note. On January 29, 1998, the Company sold 75,000
shares of its Common Stock to Mr. Kalb for aggregate consideration of $225,000,
a portion of which was paid in the form of a promissory note. In connection with
purchases of Common Stock from the Company, Mr. Kalb executed promissory notes
in favor of the Company in the aggregate principal amount of $450,000. These
notes bear interest at the rate of 6% per annum. As of March 31, 2000, the
outstanding principal balance of such notes totaled $450,000.
On October 25, 1999, the Company loaned $189,612 to Mr. Kalb and Kalb
Investments Limited Partnership, jointly and severally. In connection with this
loan, Mr. Kalb and Kalb Investments Limited Partnership executed a promissory
note in favor of the Company in the principal amount of $189,612 and pledged to
the Company 265,000 shares of the Company's Common Stock as collateral for this
loan and the other loans by the Company to Mr. Kalb. This note bears interest at
the rate of 6% per annum. As of March 31, 2000, the outstanding principal
balance of the note totaled $189,612.
Jonathan New
On January 18, 1998, the Company sold 52,500 shares of its Common Stock to
Mr. New for aggregate consideration of $157,500, a portion of which was paid in
the form of a promissory note. On January 29, 1998, the Company sold 25,000
shares of its Common Stock to Mr. New for aggregate consideration of $75,000, a
portion of which was paid in the form of a promissory note. In connection with
purchases of Common Stock from the Company, Mr. New executed promissory notes in
favor of the Company in the aggregate original principal amount of $232,422.50.
These notes bear interest at the rate of 6% per annum. As of March 31, 2000, the
outstanding principal balance of such notes totaled $232,422.50.
12
16
Steven E. Hirsch
On January 24, 1998, the Company sold 315,000 shares of its Common Stock to
Mr. Hirsch for aggregate consideration of $945,000, a portion of which was paid
in the form of a promissory note in the original principal amount of $944,685,
which note bears interest at 6% per annum. As of March 31, 2000, the outstanding
principal balance of the note totaled $786,562.
Stuart L. Cauff
In consideration for his shares of capital stock in Cauff Lippman, Mr.
Cauff received from UniCapital, $24,000,000 in cash and 842,105 shares of Common
Stock pursuant to an acquisition agreement consummated prior to Mr. Cauff having
become a director of UniCapital. In addition, UniCapital will pay additional
consideration, 60% in cash and 40% in Common Stock, of up to $40.0 million (a
portion of which will be payable to Mr. Cauff) based on the adjusted pre-tax
income of the "Big Ticket Leasing Division" (defined for the period from January
1, 1998 through May 20, 1998 as Cauff Lippman and The NSJ Group, Inc. ("NSJ"),
and thereafter as Cauff Lippman, NSJ and other operating subsidiaries of the
Company that conduct the business conducted by Cauff Lippman and NSJ prior to
May 20, 1998) for the years ended December 31, 1998, 1999 and 2000. The Cauff
Lippman acquisition agreement provides for such additional consideration to be
paid in three possible payments: (i) $13.3 million if the adjusted pre-tax
income of the Big Ticket Leasing Division for the year ended December 31, 1998
exceeds $19.0 million; (ii) an additional $13.3 million if the adjusted pre-tax
income of the Big Ticket Leasing Division for the year ended December 31, 1999,
plus the excess of the adjusted pre-tax income of the Big Ticket Leasing
Division for the year ended December 31, 1998 over $26.7 million, exceeds $19.0
million; and (iii) a third $13.3 million if the adjusted pre-tax income of the
Big Ticket Leasing Division for the year ended December 31, 2000, plus the
excess of the adjusted pre-tax income of the Big Ticket Leasing Division for the
year ended December 31, 1999 over $26.7 million, exceeds $19.0 million;
provided, that if the aggregate amount paid under clauses (i) and (ii) is less
than $26.7 million and if the aggregate adjusted pre-tax income of the Big
Ticket Leasing Division for the three years ended December 31, 2000 equals or
exceeds $56.9 million, then the payment under clause (iii) will equal $40.0
million minus the amounts paid under clauses (i) and (ii). Mr. Cauff is the
President of UniCapital and CEO of UniCapital's Big Ticket Leasing Division and
entered into a three-year employment agreement with the Company and a subsidiary
of the Company that operates the Cauff Lippman business and a two-year,
post-employment covenant not to compete with the Company (subject to certain
limited exceptions).
John L. Alfano
UniCapital acquired all of the outstanding stock of Jacom Computer
Services, Inc. ("Jacom") from Mr. Alfano in May 1998. Upon consummation of the
acquisition of Jacom by UniCapital, Mr. Alfano became the Company's National
Marketing Director and entered into a two-year employment agreement with the
subsidiary of the Company that operates the Jacom business and a two-year,
post-employment covenant not to compete with the Company. In March 1999, Mr.
Alfano's employment agreement was terminated, and an entity of which Mr. Alfano
is the sole stockholder entered into a consulting agreement with the Company.
Jacom leases office space from Mr. Alfano. For the year ended December 31,
1999, rental payments for the office space totaled $120,000. The Company
believes that the terms of the lease are no less favorable than those the
Company could have obtained from an unaffiliated third party. Mr. Alfano was not
a stockholder of the Company at the time of negotiation of this lease.
13
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COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The following graph shows the cumulative total stockholder return on the
Company's Common Stock since inception (May 15, 1998) as compared to the returns
of the Russell 2000 and the Russell 2000 Financial. The graph assumes that $100
was invested on May 14, 1998 in the Company's Common Stock and in the Russell
2000 and the Russell 2000 Financial and assumes reinvestment of dividends.
RUSSELL 2000
UNICAPITAL RUSSELL 2000 FINANCIAL
---------- ------------ ------------
5/14/98 100.0 100.0 100.0
12/31/98 38.8 89.3 84.5
12/31/99 19.4 108.3 79.9
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under federal securities laws, the Company's directors, certain officers,
and persons holding more than 10% of the Common Stock of the Company are
required to report, within specified monthly and annual due dates, their initial
ownership and all subsequent acquisitions, dispositions or other transfers of
interest in Common Stock, if and to the extent reportable events occur which
require reporting on such due dates. The Company is required to describe in this
Proxy Statement whether it has knowledge that any person required to file such
report may have failed to do so in a timely manner.
Vincent Eades inadvertently failed to report, on a timely basis, that he
sold 20,000 shares of the Company's Common Stock in or about the late summer of
1999. Based solely on its review of the copies of such forms received by the
Company, or written representations from certain reporting persons that no Form
5s were required to be filed for those persons, the Company believes that, for
1999, all other such filing requirements were met.
DEADLINE FOR STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholders may present proper proposals for inclusion in the
Company's proxy statement and for consideration at the next Annual Meeting of
Stockholders by submitting such proposals to the Company in a timely manner. In
order to be so included for the 2001 Annual Meeting, stockholder proposals must
be received by the Company no later than December 10, 2000, and must otherwise
comply with the requirements of Rule 14a-8.
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ANNUAL REPORT ON FORM 10-K
Stockholders may obtain a copy (without exhibits) of the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 as filed with the
Securities and Exchange Commission without charge by writing to: Director of
Investor Relations, UniCapital Corporation, 10800 Biscayne Boulevard, Suite 800,
Miami, Florida 33161.
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UNICAPITAL CORPORATION
This Proxy is solicited on behalf of the Board of Directors
Annual Meeting of Stockholders May 18, 2000
The undersigned stockholder of Unicapital Corporation hereby appoints
Mr. Robert J. New attorney-in-fact and proxy, with full power of substitution,
to represent the undersigned and vote all shares of Unicapital Corporation's
Common Stock which the undersigned is entitled to vote at the Annual Meeting of
Stockholders on May 18, 2000, at 9:00 a.m. (Eastern Daylight Savings Time) or
any adjournment(s) thereof.
The shares represented by this proxy will be voted as directed by the
stockholder. If no direction is given when the duly executed proxy is returned,
such shares will be voted "FOR ALL" Nominees in Item 1 and "FOR" Item 2.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON REVERSE SIDE AND RETURN PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE
20
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
UNICAPITAL CORPORATION
MAY 18, 2000
* Please Detach and Mail in the Envelope Provided *
A [X] Please mark your
votes as in this
example.
FOR
all (except as WITHHELD
marked) for all
1. Election of the [ ] [ ]
following nominees
as Class II
Directors:
(INSTRUCTION: To withhold authority to vote for any
individual nominee, strike a line through the nominee's
name in the list at right.)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL" NOMINEES
TO ITEM 1 AND "FOR" ITEM 2.
NOMINEES: Vincent Eades
Anthony Shriver
FOR AGAINST ABSTAIN
2. Appointment of PricewaterhouseCoopers LLP [ ] [ ] [ ]
as independent auditors for the year
ending December 31, 2000.
The undersigned hereby authorizes the proxy, in his discretion, to
vote on any other business which may be brought before the meeting or
any adjournment thereof.
YES NO
I Plan to attend the Annual Meeting [ ] [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
Signature Signature Date
-------------------------- --------------------- ---------
NOTE: Please mark, date and sign as your name appears above and return in the
enclosed envelope. If acting as executor, administrator, trustee, guardian,
etc., you should so indicate when signing. If the signer is a corporation,
please sign in full corporate name, by duly authorized officer.