##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2002

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From  to .

Commission File Number: 1-09589

PMC CAPITAL, INC.

---

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 59-2338539                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|18111 Preston Road, Suite 600, Dallas, TX 75252                |  | (972) 349-3200                      
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Registrants telephone number)     

Securities registered pursuant to Section 12(b) of the Act:Common stock, $.01 par value

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES x NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). YES o NO x

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on June 28,
2002 as reported on the American Stock Exchange, was approximately $63 million.
Common Stock held by each officer and director and by each person who owns 10%
or more of the outstanding Common Stock has been excluded because such persons
may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

As of March 31, 2003, the Registrant had 11,853,516 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None





---

TABLE OF CONTENTS



|                                                 |                                                                                                          |  |  |  |  |  |  | 
|------------------------------------------------ | -------------------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III                                        
|                                                 | Item 10. Directors and Executive Officers of the Registrant                                             
|                                                 | Item 11. Executive Compensation                                                                         
|                                                 | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters
|                                                 | Item 13. Certain Relationships and Related Transactions                                                 
|                                                 | Item 14. Controls and Procedures                                                                        
|PART IV                                         
|                                                 | Item 15. Exhibits                                                                                       
|SIGNATURES                                      
|CERTIFICATION                                   
|EX-99.1 Certification of Chief Executive Officer
|EX-99.2 Certification of Chief Financial Officer



---



##### Table of Contents



TABLE OF CONTENTS

|         |  |                                                                                                |  |     
|-------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|Title    |  |                                                                                                |  | Page
|         |  |                                                                                                |  |     
|         |  | PART III                                                                                       |  |     
|Item 10. |  | Directors and Executive Officers of the Registrant                                             |  | 1   
|Item 11. |  | Executive Compensation                                                                         |  | 3   
|Item 12. |  | Security Ownership of Certain Beneficial Owners and
Management and Related Shareholder Matters |  | 5   
|Item 13. |  | Certain Relationships and Related Transactions                                                 |  | 6   
|Item 14. |  | Controls and Procedures                                                                        |  | 6   
|         |  | PART IV                                                                                        |  |     
|Item 15. |  | Exhibits                                                                                       |  | 7   

(i)





---



##### Table of Contents






PART III

Items 10, 11, 12 and 13 to the Annual Report on Form 10-K of PMC Capital,
Inc. (the Company) for the year ended December 31, 2002, as filed with the
Securities and Exchange Commission on March 31, 2003, are hereby amended and
restated in their entirety as follows.




Item 10. Directors and Executive Officers of the Registrant

Directors

Dr. Martha R. Greenberg*  Dr. Greenberg, 51, has practiced optometry for
29 years in Russellville, Alabama and currently serves on the Board of Trustees
of Southern College of Optometry. Dr. Greenberg has been a trust manager of
PMC Commercial Trust, a Texas real estate investment trust and an affiliate of
the Company (PMC Commercial) since May 1996 and a director of the Company
since 1984.

Mr. Theodore J. Samuel Mr. Samuel, 54, has been self employed in the
real estate lending and venture capital investment business since 1995. From
1990 through 1995, Mr. Samuel was Chairman and Chief Executive Officer of
Niagara Asset Management Corporation and Niagara Investment Corporation,
subsidiaries of KeyBank of Cleveland, Ohio. The Niagara corporations managed
the failed Goldome Bank subsidiaries and non-performing assets totaling over
two billion dollars. From 1989 to 1990, Mr. Samuel was an executive vice
president of the Special Asset Bank for NationsBank, in charge of the
commercial real estate loan division totaling over three billion dollars.
Previous experience with NationsBank included positions as senior vice
president nationwide real estate credit and management of subsidiary and excess
asset sales. He has been a director of the Company since 2002.

Dr. Fredric M. Rosemore*  Dr. Rosemore, 79, has been the Chairman of the
Board and Treasurer of the Company since 1983. From 1990 to 1992, Dr. Rosemore
was a Vice President of the Company and from 1979 to 1990, Dr. Rosemore was the
President of the Company. For many years he was engaged in diverse businesses,
including the construction of apartment complexes, factory buildings, and
numerous commercial retail establishments. From 1948 to 1980, Dr. Rosemore
practiced optometry. He has been a director of the Company since 1983.

Mr. Lance B. Rosemore*  Mr. Rosemore, 54, has been Chief Executive
Officer of the Company since May 1992, President of the Company since 1990 and
Secretary since 1983. From 1990 to May 1992, Mr. Rosemore was Chief Operating
Officer of the Company. Previously, Mr. Rosemore owned a consumer finance
company and was employed by C.I.T. Financial and United Carolina Bank Shares.
Mr. Rosemore has been an executive officer and trust manager of PMC Commercial
since June 1993 and a director of the Company since 1983.

Dr. Irvin M. Borish  Dr. Borish, 90, served as Benedict (Distinguished)
Professor of Optometry at the University of Houston after retiring from
Indiana University, where he holds the status of Professor Emeritus. He
operated a private practice of optometry for over thirty years. He is the
author of a major text in his field, holds five patents in contact lenses and
was named Optometrist of the Century by Review of Optometry magazine. He has
been a director of the Company since 1989.

Mr. Thomas Hamill  Mr. Hamill, 49, is a director and owner of Midlands
Management Corporation, an insurance and reinsurance service firm. From
November 1996 through 2001, Mr. Hamill was Senior Vice President of JLT Re
Solutions, Inc., the U.S. reinsurance subsidiary of Jardine Lloyd Thompson
Group plc. From December 1989 through June 1996, Mr. Hamill was President of
Caliban Holdings, Ltd (Caliban) and its subsidiaries, including Belvedere
Insurance Company Ltd. (Belvedere). From September 1986 through 1989, Mr.
Hamill was Vice President of Belvedere. Mr. Hamill has been a director of the
Company since 1992, when he was elected pursuant to an agreement between the
Company and Belvedere in April 1991 whereby the directors of the Company



---

|* |  | Mr. Lance B. Rosemore, Dr. Andrew S. Rosemore and Dr. Martha R. Greenberg are
siblings and are also the children of Dr. Fredric M. Rosemore. Drs. Andrew S.
Rosemore and Martha R. Greenberg each own at least 5% of the shares of the
Company. Consequently, all such persons may be deemed to be interested
persons as defined under the Investment Company Act.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1



---



##### Table of Contents



agreed at that time to support a representative of Caliban in his candidacy for
director in exchange for Belvederes purchases of 185,000 shares of Common
Stock.

Mr. Barry A. Imber- Mr. Imber, 56, has been a principal of Imber and
Company, Certified Public Accountants, or its predecessor, since 1982. Imber
and Company was the independent certified public accountant for the Company and
its subsidiaries for the years ended December 31, 1988 through December 31,
1991. Mr. Imber was a trust manager of PMC Commercial from September 1993 to
March 1995 and a director of the Company since March 1995.

Executive Officers

The following table sets forth the names and ages of the executive
officers of the Company (each of whom serves at the pleasure of the Board of
Directors), all positions held with the Company by each individual, and a
description of the business experience of each individual for at least the past
five years.

|                        |  |     |    |       |  |                                                                           
|----------------------- |  | --- | -- | ----- |  | --------------------------------------------------------------------------
|Name                    |  | Age |    | Title
|                        |  |     |    |      
|Dr. Fredric M. Rosemore |  |     | 79 |       |  | Chairman of the Board and Treasurer                                       
|Mr. Lance B. Rosemore   |  |     | 54 |       |  | President, Chief Executive Officer and Secretary                          
|Dr. Andrew S. Rosemore  |  |     | 56 |       |  | Executive Vice President and Chief Operating Officer                      
|Mr. Jan F. Salit        |  |     | 52 |       |  | Executive Vice President, Chief Investment Officer
and Assistant Secretary
|Mr. Barry N. Berlin     |  |     | 42 |       |  | Chief Financial Officer                                                   
|Ms. Mary J. Brownmiller |  |     | 48 |       |  | Senior Vice President                                                     
|Ms. Cheryl T. Murray    |  |     | 36 |       |  | General Counsel                                                           

For a description of the business experience of Dr. Fredric M. Rosemore
and Mr. Lance B. Rosemore, see Directors above.

Dr. Andrew S.
Rosemore* has been Chief Operating Officer of the Company
since May 1992 and Executive Vice President of the Company since 1990. From
1988 to May 1990, Dr. Rosemore was Vice President of the Company. From 1973 to
1988, Dr. Rosemore owned and managed commercial rental properties, apartment
complexes and factory buildings. Since 1972, Dr. Rosemore has been a licensed
physician in Alabama. Dr. Rosemore has been a trust manager of PMC Commercial
since June 1993 and Chairman of the Board of PMC Commercial since January 1994
and was a director of the Company from 1989 until August 1999.

Mr. Jan F. Salithas been Executive Vice President of the Company since
May 1993 and Chief Investment Officer since March 1994. Mr. Salit has also
been Executive Vice President of PMC Commercial since June 1993 and Chief
Investment Officer and Assistant Secretary since January 1994. From 1979 to
1992, Mr. Salit was employed by Glenfed Financial Corporation and its
predecessor company, Armco Financial Corporation, a commercial finance company,
holding various positions including Executive Vice President and Chief
Financial Officer.

Mr. Barry N. Berlinhas been Chief Financial Officer of the Company and
Director of Compliance since November 1992. Mr. Berlin has also been Chief
Financial Officer of PMC Commercial since June 1993. From August 1986 to
November 1992, he was an audit manager with Imber & Company, Certified Public
Accountants. Mr. Berlin is a certified public accountant.

Ms. Mary J. Brownmillerhas been Senior Vice President of the Company
since 1992 and Vice President of the Company since November 1989. Ms.
Brownmiller has also been Senior Vice President of PMC Commercial since June
1993. From 1987 to 1989, she was Vice President for Independence Mortgage,
Inc., a Small Business Administration (SBA) lender. From 1976 to 1987, Ms.
Brownmiller was employed by the SBA, holding various positions including senior
loan officer. Ms. Brownmiller is a certified public accountant.

Ms. Cheryl T. Murrayhas been General Counsel of the Company since March
1994. Ms. Murray has also been General Counsel of PMC Commercial since March
1994. From 1992 to 1994 she was associated with the



---

|* |  | Mr. Lance B. Rosemore, Dr. Andrew S. Rosemore and Dr. Martha R. Greenberg are
siblings and are also the children of Dr. Fredric M. Rosemore. Drs. Andrew S.
Rosemore and Martha R. Greenberg each own at least 5% of the shares of the
Company. Consequently, all such persons may be deemed to be interested
persons as defined under the Investment Company Act.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2



---



##### Table of Contents



law firm of Johnson & Gibbs, P.C. and practiced in the financial services
department. Ms. Murray earned her law degree from Northwestern University
School of Law.




Item 11. Executive Compensation

Compensation of Directors

Non-employee directors are compensated $1,000 for each meeting they attend
and are provided an annual retainer of $5,000 paid quarterly, of which $2,500
was paid to each such director in 2002. The Company reimburses the directors
for the travel expenses incurred by them in connection with such meetings.

Compensation Committee Interlocks and Insider Participation

The Company has no Compensation Committee. Mr. Lance B. Rosemore
participated in deliberations of the Companys Board of Directors concerning
executive compensation for the year ended December 31, 2002.

Management Compensation

The following table sets forth the aggregate amount of compensation paid
by the Company during 2002 to each of the three highest paid executive officers
and to all directors of the Company during fiscal year 2002.

Summary Compensation Table

|                        |  |                                                    |  |                     |         |                 |  |                     |        |                  |  |                    |         |                    |  |   |        |  |  | 
|----------------------- |  | -------------------------------------------------- |  | ------------------- | ------- | --------------- |  | ------------------- | ------ | ---------------- |  | ------------------ | ------- | ------------------ |  | - | ------ |  |  | 
|                        |  |                                                    |  |                     |         |                 |  |                     |        | Profit Sharing   |  |                    |         |                    |  |   |        | 
|                        |  |                                                    |  | Capacities in Which |         |                 |  |                     |        | Contribution     |  | Total Profit       |         | Total Compensation
|                        |  |                                                    |  | Remuneration        |         | Aggregate       |  | Accrued During Last |        | Sharing Benefits |  | Paid by Company to
|Name of Person          |  | Received                                           |  | Compensation(1)     |         | Fiscal Year (2) |  | Accrued to Date     |        | Directors       
|                        |  |                                                    |  |                     |         |                 |  |                     |        |                 
|Dr. Fredric M. Rosemore |  | Chairman of Board                                  |  | $                   | 87,500  |                 |  | $                   | 5,724  |                  |  | $                  | 232,196 |                    |  |   |        | 
|Mr. Lance B. Rosemore   |  | President, Chief Executive Officer                 |  |                     | 383,600 |                 |  |                     | 15,441 |                  |  |                    | 288,303 |                    |  |   |        | 
|Dr. Andrew S. Rosemore  |  | Executive Vice President, Chief Operating Officer  |  |                     | 356,100 |                 |  |                     | 15,441 |                  |  |                    | 288,303 |                    |  |   |        | 
|Mr. Jan F. Salit        |  | Executive Vice
President, Chief Investment Officer |  |                     | 240,055 |                 |  |                     | 15,441 |                  |  |                    | 138,527 |                    |  |   |        | 
|Dr. Irvin M. Borish     |  | Director                                           |  |                     |         |                 |  |                     |        |                  |  |                    |         |                    |  | $ | 6,250  | 
|Mr. Thomas Hamill       |  | Director                                           |  |                     |         |                 |  |                     |        |                  |  |                    |         |                    |  |   | 10,500 | 
|Mr. Barry A. Imber      |  | Director                                           |  |                     |         |                 |  |                     |        |                  |  |                    |         |                    |  |   | 9,750  | 
|Dr. Martha R. Greenberg |  | Director                                           |  |                     |         |                 |  |                     |        |                  |  |                    |         |                    |  |   | 6,250  | 
|Mr. Theodore Samuel     |  | Director                                           |  |                     |         |                 |  |                     |        |                  |  |                    |         |                    |  |   | 8,500  | 



---

|(1) |  | The Company has determined that the amount of perquisites and other
personal benefits paid to each of the executive officers listed in the
compensation table does not exceed the lesser of $50,000 or 10% of each
such persons annual salary and bonus reported in such table and that the
aggregate amount of perquisites and other personal benefits paid to all
executive officers and directors as a group does not exceed 10% of all
such persons annual salary and bonus. Accordingly, none of such
perquisites and other personal benefits is included in the above table.                                                                             
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | The participants in the Companys profit sharing plan (the Plan)
consist of all employees who are at least 20 1/2 years old, have been
employed by the Company for six months and are employed at the end of each
fiscal year or have died, become totally disabled or retired after age 65
during such fiscal year. The Plan is intended to qualify under Section
401(a) of the Internal Revenue Code of 1986, as amended. No monies were
withdrawn from the Plan during 2002 for the benefit of Dr. Fredric M.
Rosemore, Mr. Lance B. Rosemore or Dr. Andrew S. Rosemore. Mr. Lance B.
Rosemore and Dr. Andrew S. Rosemore are co-administrators of the Plan.

3



---



##### Table of Contents



Option Grants

The following table sets forth information regarding stock options granted
to each of the Executive Officers under the Companys 1997 Employee Share
Option Plan in the fiscal year ended December 31, 2002.

|                        |  |                      |       |                      |  |                |      |          |  |       |      |             |  |         |  |                        |        |  |  |  |        | 
|----------------------- |  | -------------------- | ----- | -------------------- |  | -------------- | ---- | -------- |  | ----- | ---- | ----------- |  | ------- |  | ---------------------- | ------ |  |  |  | ------ | 
|                        |  |                      |       |                      |  |                |      |          |  |       |      |             |  |         |  | Potential Realizable  
|                        |  |                      |       |                      |  |                |      |          |  |       |      |             |  |         |  | Value at Assumed      
|                        |  |                      |       |                      |  |                |      |          |  |       |      |             |  |         |  | Annual Rates of Share 
|                        |  |                      |       |                      |  |                |      |          |  |       |      |             |  |         |  | Price Appreciation for
|                        |  | Number of Securities |       | % of Total Options   |  |                |      |          |  | Final |      | Option Term
|                        |  | Underlying Options   |       | Granted to Employees |  | Exercise Price |      | Exercise |  |      
|Name                    |  | Granted (#)          |       | in Fiscal Year       |  | ($/Share)      |      | Date     |  | (5%)  |      | (10%)      
|                        |  |                      |       |                      |  |                |      |          |  |       |      |            
|Mr. Lance B. Rosemore   |  |                      | 9,000 |                      |  |                | 15.4 | %        |  | $     | 6.64 |             |  | 6/13/07 |  |                        | 16,511 |  |  |  | 36,484 | 
|Dr. Andrew S. Rosemore  |  |                      | 9,000 |                      |  |                | 15.4 | %        |  |       | 6.64 |             |  | 6/13/07 |  |                        | 16,511 |  |  |  | 36,484 | 
|Mr. Jan F. Salit        |  |                      | 8,000 |                      |  |                | 13.7 | %        |  |       | 6.64 |             |  | 6/13/07 |  |                        | 14,676 |  |  |  | 32,430 | 
|Mr. Barry N. Berlin     |  |                      | 8,000 |                      |  |                | 13.7 | %        |  |       | 6.64 |             |  | 6/13/07 |  |                        | 14,676 |  |  |  | 32,430 | 
|Ms. Mary J. Brownmiller |  |                      | 1,500 |                      |  |                | 2.6  | %        |  |       | 6.64 |             |  | 6/13/07 |  |                        | 2,752  |  |  |  | 6,081  | 
|Ms. Cheryl T. Murray    |  |                      | 4,500 |                      |  |                | 7.7  | %        |  |       | 6.64 |             |  | 6/13/07 |  |                        | 8,255  |  |  |  | 18,242 | 

Option Exercises and Year End Option Values

The following table sets forth, for each of the Executive Officers,
information regarding exercise of stock options during the fiscal year ended
December 31, 2002 and the value of unexercised stock options as of December 31,
2002. The closing price for the Common Shares, as reported by the American
Stock Exchange, on December 31, 2002 (the last trading day of the fiscal year)
was $4.21.

|                        |  |          |   |          |  |                             |   |                             |  |                          |        |      |  |  |   |     
|----------------------- |  | -------- | - | -------- |  | --------------------------- | - | --------------------------- |  | ------------------------ | ------ | ---- |  |  | - | ----
|                        |  |          |   |          |  |                             |   |                             |  | Number of Securities     |        |      |  | 
|                        |  | Shares   |   |          |  |                             |   | Underlying Unexercised      |  | Value of Unexercised In-
|                        |  | Acquired |   |          |  |                             |   | Options at                  |  | the-Money Options at    
|                        |  | on       |   | Value    |  | December 31, 2002           |   | December 31, 2002          
|                        |  | Exercise |   | Realized |  | (exercisable/unexercisable) |   | (exercisable/unexercisable)
|Name                    |  | (#)      |   | ($)      |  | (#)                         |   | ($)                        
|                        |  |          |   |          |  |                             |   |                            
|Dr. Fredric M. Rosemore |  |          |  |          |  |                             |  |                             |  |                          | 12,500 | (e)/ |  |  |  | (e)/
|                        |  |          |   |          |  |                             |   |                             |  |                          |       | (u)  |  |  |  | (u) 
|Mr. Lance B. Rosemore   |  |          |  |          |  |                             |  |                             |  |                          | 38,000 | (e)/ |  |  |  | (e)/
|                        |  |          |   |          |  |                             |   |                             |  |                          |       | (u)  |  |  |  | (u) 
|Dr. Andrew S. Rosemore  |  |          |  |          |  |                             |  |                             |  |                          | 30,000 | (e)/ |  |  |  | (e)/
|                        |  |          |   |          |  |                             |   |                             |  |                          |       | (u)  |  |  |  | (u) 
|Mr. Jan F. Salit        |  |          |  |          |  |                             |  |                             |  |                          | 33,300 | (e)/ |  |  |  | (e)/
|                        |  |          |   |          |  |                             |   |                             |  |                          |       | (u)  |  |  |  | (u) 
|Mr. Barry N. Berlin     |  |          |  |          |  |                             |  |                             |  |                          | 33,500 | (e)/ |  |  |  | (e)/
|                        |  |          |   |          |  |                             |   |                             |  |                          |       | (u)  |  |  |  | (u) 
|Ms. Mary J. Brownmiller |  |          |  |          |  |                             |  |                             |  |                          | 13,000 | (e)/ |  |  |  | (e)/
|                        |  |          |   |          |  |                             |   |                             |  |                          |       | (u)  |  |  |  | (u) 
|Ms. Cheryl T. Murray    |  |          |  |          |  |                             |  |                             |  |                          | 19,500 | (e)/ |  |  |  | (e)/
|                        |  |          |   |          |  |                             |   |                             |  |                          |       | (u)  |  |  |  | (u) 



---

|(u) |  | Options are not exercisable within 60 days of the date hereof.
|--- |  | --------------------------------------------------------------
|   
|(e) |  | Options are exercisable within 60 days of the date hereof.    

Employment Agreements

The Company entered into employment agreements with Mr. Lance B. Rosemore,
Dr. Andrew S. Rosemore, Mr. Jan F. Salit, Mr. Barry N. Berlin, Ms. Mary J.
Brownmiller and Ms. Cheryl T. Murray. Each of these employment agreements is
substantially similar and provides for at least annual reviews by the Board of
Directors of the salaries contained therein, with a minimum salary equal to the
executives compensation on June 1, 1998. In addition, the Board of Directors
may determine, in its discretion, to award bonuses to each of the foregoing

4



---



##### Table of Contents



persons based on the Companys performance. Each of the employment agreements
also provides that if the executives job responsibilities are substantially
modified or substantial changes are made to the executives working conditions,
the executive could resign and be entitled to be paid by the Company an amount
equal to 2.99 times the annual compensation paid to the executive as of June 1,
1998.




Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters

On March 31, 2003, the Company had outstanding 11,853,516 shares of Common
Stock. The table below lists, as of the same date, certain information
regarding the beneficial ownership of the Companys Common Stock by all persons
who are known by the Company to be the beneficial owners of more than 5% of the
Common Stock, the directors, the executive officers and by all directors,
executive officers and principal shareholders as a group. On March 27, 2003,
the board of directors of the Company approved a merger agreement pursuant to
which the Company will be merged into PMC Commercial. The merger agreement is
subject to the Companys shareholders and the receipt of certain regulatory
approvals.

|                            |                                                   |                      |         |            |  |  |     |   | 
|--------------------------- | ------------------------------------------------- | -------------------- | ------- | ---------- |  |  | --- | - | 
|Names and Addresses         |                                                   | Amount and Nature of |         | Percent of
|of Beneficial Owners        |                                                   | Beneficial Ownership |         | Ownership 
|                            |                                                   |                      |         |           
|Dr. Irvin M. Borish(1)      |                                                   |                      | 120,000 |            |  |  | 1.0 | %
|                            | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |         |            |  |  |     |   | 
|Dr. Martha R. Greenberg*(2) |                                                   |                      | 659,129 |            |  |  | 5.6 | %
|                            | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |         |            |  |  |     |   | 
|Mr. Thomas Hamill           |                                                   |                      | 10,445  |            |  |  | **  |  
|                            | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |         |            |  |  |     |   | 
|Mr. Barry A. Imber          |                                                   |                      | 18,900  |            |  |  | **  |  
|                            | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |         |            |  |  |     |   | 
|Dr. Andrew S. Rosemore*(3)  |                                                   |                      | 815,967 |            |  |  | 6.9 | %
|                            | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |         |            |  |  |     |   | 
|Dr. Fredric M. Rosemore*(4) |                                                   |                      | 515,495 |            |  |  | 4.3 | %
|                            | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |         |            |  |  |     |   | 
|Mr. Lance B. Rosemore*(5)   |                                                   |                      | 282,492 |            |  |  | 2.4 | %
|                            | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |         |            |  |  |     |   | 
|Mr. Theodore J. Samuel      |                                                   |                      |        |            |  |  |    |  
|                            | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |         |            |  |  |     |   | 

5



---



##### Table of Contents



|                                                   |                                                   |                      |        |            |  |      |    |  | 
|-------------------------------------------------- | ------------------------------------------------- | -------------------- | ------ | ---------- |  | ---- | -- |  | 
|Names and Addresses                                |                                                   | Amount and Nature of |        | Percent of
|of Beneficial Owners                               |                                                   | Beneficial Ownership |        | Ownership 
|                                                   |                                                   |                      |        |           
|Mr. Jan F. Salit(6)                                |                                                   |                      | 34,479 |            |  |      | ** | 
|                                                   | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |        |            |  |      |    |  | 
|Mr. Barry N. Berlin(7)                             |                                                   |                      | 34,025 |            |  |      | ** | 
|                                                   | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |        |            |  |      |    |  | 
|Ms. Mary J. Brownmiller(8)                         |                                                   |                      | 15,110 |            |  |      | ** | 
|                                                   | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |        |            |  |      |    |  | 
|Ms. Cheryl T. Murray(9)                            |                                                   |                      | 19,700 |            |  |      | ** | 
|                                                   | 18111 Preston Road, Suite 600
Dallas, Texas 75252 |                      |        |            |  |      |    |  | 
|Directors, executive officers                      |                                                   | 2,525,742            |        |            |  | 21.0 | % 
|and principal shareholders as a group
(12 persons) |                                                   |                      |        |            |  |      |    | 



---

|(1) |  | Includes 120,000 shares held by a partnership of which Dr. Borish is the
general partner.                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Includes 24,740 shares in which her children have a beneficial interest,
31,400 shares held in an individual retirement account, 145,000 shares
held jointly with her husband, 243,089 shares held in a pension trust,
5,240 shares held by a partnership for the benefit of Dr. Greenberg, and
25,300 shares held in trust for the benefit of Dr. Greenberg and her
children. Does not include 173,860 shares owned by her husband, as to
which shares she disclaims any beneficial interest.
|   
|(3) |  | Includes 374,332 shares held by a partnership of which Dr. Andrew
Rosemore and his wife are general partners, 8,600 shares held as custodian
for his children, 370,250 shares held in individual retirement accounts,
24,785 shares held in trust for the benefit of Dr. Andrew Rosemore and his
children and 30,000 shares subject to options currently exercisable.                                                                                                                         
|   
|(4) |  | Represents shares held by a partnership of which Dr. Fredric Rosemore is
a general partner and shares held jointly with his wife. Also includes
12,500 shares subject to options currently exercisable.                                                                                                                                                                                                                                                                                       
|   
|(5) |  | Includes 4,869 shares in which his minor children have beneficial
interest, 150,989 shares held jointly with his wife, 11,486 shares held in
an individual retirement account, 26,095 shares held in trust for the
benefit of Mr. Rosemore and his children, 6,600 shares held by a
partnership for the benefit of Mr. Rosemore and his children, 4,020 shares
owned individually by Mr. Rosemores wife and 38,000 shares subject to
options currently exercisable.                          
|   
|(6) |  | Includes 979 shares held in an individual retirement account and includes
33,300 shares subject to options currently exercisable.                                                                                                                                                                                                                                                                                                                                                             
|   
|(7) |  | Includes 33,500 shares subject to options currently exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(8) |  | Includes 13,000 shares subject to options currently exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(9) |  | Includes 19,500 shares subject to options currently exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|*   |  | Mr. Lance B. Rosemore, Dr. Andrew S. Rosemore and Dr. Martha R. Greenberg
are siblings and are also the children of Dr. Fredric M. Rosemore. Drs.
Andrew S. Rosemore and Martha R. Greenberg each own at least 5% of the
shares of the Company. Consequently, all such persons may be deemed to be
interested persons as defined under the Investment Company Act.                                                                                                                          
|   
|**  |  | Less than 1.0%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

We are authorized to
grant stock options up to an aggregate of 6% of the total number of
Common Shares outstanding at any time as incentive stock options
(intended to qualify under Section 422 of the Code) or non-qualified
stock options to employees. All of our equity compensation plans have
been approved by security holders. Information regarding our equity
compensation plans was as follows at December 31, 2002:

|                                                       |  |                         |         |                     |  |                         |      |  |  |                         |         | 
|------------------------------------------------------ |  | ----------------------- | ------- | ------------------- |  | ----------------------- | ---- |  |  | ----------------------- | ------- | 
|                                                       |  | Column                 
|                                                       |  |                        
|                                                       |  | (a)                     |         | (b)                 |  | (c)                    
|                                                       |  |                         |         |                     |  |                        
|                                                       |  |                         |         |                     |  |                         |      |  |  | Number of securities   
|                                                       |  |                         |         |                     |  |                         |      |  |  | remaining available for
|                                                       |  |                         |         |                     |  |                         |      |  |  | future issuances under 
|                                                       |  |                         |         |                     |  |                         |      |  |  | equity compensation    
|                                                       |  | Number of securities to |         | Weighted average    |  | plans (excluding       
|Plan                                                   |  | be issued upon exercise |         | exercise price of   |  | securities reflected in
|Category                                               |  | of outstanding options  |         | outstanding options |  | column (a))            
|                                                       |  |                         |         |                     |  |                        
|Equity compensation
plans approved by
security holders |  |                         | 236,250 |                     |  | $                       | 8.92 |  |  |                         | 474,961 | 
|                                                       |  |                         |         |                     |  |                         |      |  |  |                         |         | 




Item 13. Certain Relationships and Related Transactions

None.




Item 14. Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have reviewed
and evaluated the effectiveness of our disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of a date
within 90 days before the filing date of the annual report on Form 10-K.
Based on that evaluation, the Chief Executive Officer and Chief Financial
Officer have concluded that our current disclosure controls and procedures
are effective in timely notifying them of material information relating to
us (including our consolidated subsidiaries) required to be disclosed in the
reports we file or submit under the Exchange Act.

There have not been any significant changes in our internal controls or
other factors that could significantly affect these internal controls
subsequent to the date of their evaluation. We are not aware of any
significant deficiencies or material weaknesses; therefore, no corrective
actions were taken.

6



---



##### Table of Contents






PART IV




Item 15. Exhibits

|      |  |                                                                                                                                                                        
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*99.1 |  | Certification of Chief Executive Officer of PMC
Capital, Inc. pursuant to 18 U.S. C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|*99.2 |  | Certification of Chief Financial Officer of PMC
Capital, Inc. pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 



|                   |  | 
|------------------ |  | 
|*   Filed herewith |  | 




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to its
report on Form 10-K to be signed on its behalf as the undersigned, thereunto
authorized.

|                      |  |                   |  |                        
|--------------------- |  | ----------------- |  | -----------------------
|                      |  | PMC CAPITAL, INC.
|                     
|Dated: April 29, 2003 |  | By:               |  | /s/ Barry N. Berlin    
|                      |  |                   |  |                        
|                      |  |                   |  | Barry N. Berlin        
|                      |  |                   |  | Chief Financial Officer

7



---



##### Table of Contents






CERTIFICATION

I, Lance B. Rosemore, Chief Executive Officer, certify that:



|1. |  | I have reviewed this annual report on Form 10-K/A of PMC
Capital, Inc.;                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;                   
|  
|4. |  | The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:                                                                                                



| | a) |  | designed such disclosure controls and procedures
to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly
during the period in which this annual report is being
prepared;
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the
Evaluation Date); and                                                                                                  
|
| | c) |  | presented in this annual report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                                        



|5. |  | The registrants other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of the registrants board of
directors (or persons performing the equivalent functions):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or
operation of internal controls which could adversely affect
the registrants ability to record, process, summarize and
report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|      |  |                |  |                         | 
|----- |  | -------------- |  | ----------------------- | 
|Date: |  | April 29, 2003 |  | /s/ Lance B. Rosemore   | 
|      |  |                |  |                         | 
|      |  |                |  | Lance B. Rosemore       | 
|      |  |                |  | Chief Executive Officer | 

8



---



##### Table of Contents



CERTIFICATION

I, Barry N. Berlin, Chief Financial Officer, certify that:



|1. |  | I have reviewed this annual report on Form 10-K/A of PMC
Capital, Inc.;                                                                                                                                                                                                                                                 
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present
in all material respects the consolidated financial condition,
results of operations and cash flows of the registrant as of, and
for, the periods presented in this annual report;      
|  
|4. |  | The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:                                                                                                



| | a) |  | designed such disclosure controls and procedures
to ensure that material information relating to the
registrant, including its subsidiaries, is made known to us by
others within those entities, particularly during the period
in which this annual report is being prepared;
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the
Evaluation Date); and                                                                                     
|
| | c) |  | presented in this annual report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;                                                                                                           



|5. |  | The registrants other certifying officer and I have
disclosed, based on our most recent evaluation, to the registrants
auditors and the audit committee of the registrants board of
directors (or persons performing the equivalent functions):
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | a) |  | all significant deficiencies in the design or
operation of internal controls which could adversely affect
the registrants ability to record, process, summarize and
report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b) |  | any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrants internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officer and I have
indicated in this annual report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|      |  |                |  |                         | 
|----- |  | -------------- |  | ----------------------- | 
|Date: |  | April 29, 2003 |  | /s/ Barry N. Berlin     | 
|      |  |                |  |                         | 
|      |  |                |  | Barry N. Berlin         | 
|      |  |                |  | Chief Financial Officer | 

9