United Capital Corp. Announces Special Cash Dividend of $2.00 Per Share and Seeks Shareholder Approval To Increase Authorized Shares For Stock Split

    GREAT NECK, N.Y.--June 10, 2003--United Capital Corp. (ASE:AFP) today announced that the company's Board of Directors has approved a special cash dividend of $2.00 per common share and plans for a two-for-one split of the company's common stock. The two-for-one stock split is subject to the approval by shareholders of an increase in the number of shares the company is authorized to issue.
    The one-time cash dividend will be payable on July 10, 2003 to all shareholders of record as of June 20, 2003. The cash dividend will be paid on a pre-split basis.
    A.F. Petrocelli, Chairman of United Capital Corp., noted that "The long-term strategy of the company is still centered on growth, but with only limited real estate opportunities available and as a result of the tremendous financial success attained in the last several years, this special dividend is in the best interest of all shareholders at this time."
    In addition, in order to effectuate the stock split, United Capital's shareholders will be asked to approve an Amendment to its Certificate of Incorporation to increase the company's authorized shares of common stock to 17.5 million shares.
    The company will seek approval of the Amendment by written consent in accordance with Delaware corporate law and the rules and regulations of the American Stock Exchange and the Securities Exchange Act of 1934, as amended. Stockholders of record on July 9, 2003 will be entitled to vote on the Amendment. If the Amendment receives the requisite vote, the company expects to mail an information statement to shareholders on or about July 14, 2003 and file the Amendment with the State of Delaware on or about August 4, 2003.
    The company expects to announce the effective date of the stock split as soon as practicable after the approval of the Amendment to the Certificate of Incorporation.
    If the proposal is approved, shareholders will receive one additional share of United Capital Corp. common stock for each share held and the number of the company's common shares outstanding will increase from approximately 4.5 million to 9.0 million, without giving effect to unexercised options.
    Mr Petrocelli also commented that, "The stock split is in response to the increase in the market price of United Capital's common stock over the last several months and should lead to wider ownership and improved liquidity for all shareholders."
    United Capital Corp. owns and manages real estate and through subsidiaries, provides engineered products to industrial and automotive markets worldwide.

    Certain statements in this press release and other statements made by the Company or its representatives that are not strictly historical facts are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 that should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. The forward-looking statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause the actual results, performance and/or achievements of the Company to differ materially from any future results, performance or achievements, expressed or implied, by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, and that in light of the significant uncertainties inherent in forward-looking statements, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. The Company also assumes no obligation to publicly update or revise its forward-looking statements or to advise of changes in the assumptions and factors on which they are based. See our 2002 Annual Report on Form 10-K for a discussion of risk factors that could impact our future financial performance and/or cause actual results to differ significantly from those expressed or implied by such statements.
    The company has not paid cash dividends in the past. The declaration of such dividends is within the discretion of the Board of Directors. The company does not currently expect to pay additional dividends in the future, however the Board of Directors could re-evaluate this position in the future.