SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrant | ý | |
Filed by a Party other than the Registrant | ¨ | |
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¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to § 240.14a-12
GLADSTONE COMMERCIAL CORPORATION
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ý | No fee required. | |||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
1. | Title of each class of securities to which transaction applies: |
2. | Aggregate number of securities to which transaction applies: |
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): |
4. | Proposed maximum aggregate value of transaction: |
5. | Total fee paid: |
¨ | 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. | |||
6. | Amount Previously Paid: |
7. | Form, Schedule or Registration Statement No.: |
8. | Filing Party: |
9. | Date Filed: |
1. To elect two directors to hold office until the 2008 Annual Meeting of Stockholders. | |
2. To conduct any other business properly brought before the meeting. |
By Order of the Board of Directors | |
Terry Lee Brubaker | |
Secretary |
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• | To vote in person, come to the annual meeting and we will give you a ballot when you arrive. | |
• | To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct. |
• | You may submit another properly completed proxy card with a later date. | |
• | You may send a written notice that you are revoking your proxy to Gladstone Commercial Corporation’s Secretary at 1521 Westbranch Drive, Suite 200, McLean, Virginia. |
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• | You may attend the annual meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy. |
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Ethics, Nominating and | ||||||||||||||||
Name | Executive | Audit | Compensation | Corporate Governance | ||||||||||||
Paul W. Adelgren | X | * | ||||||||||||||
Terry Lee Brubaker | X | |||||||||||||||
Maurice W. Coulon | X | |||||||||||||||
David A.R. Dullum | X | X | * | |||||||||||||
Michela A. English | X | |||||||||||||||
David Gladstone | X | * | ||||||||||||||
John H. Outland | X | |||||||||||||||
Anthony W. Parker | X | X | * | X | ||||||||||||
Total Meetings in fiscal year 2004 | — | — | — | — |
* | Committee Chairperson |
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1 | The material in this report is not ��soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the 1933 Act or 1934 Act, whether made before or after the date hereof and irrespective of any general incorporation language |
contained in such filing.
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Submitted by the Audit Committee | |
Anthony Parker, Chairperson | |
Michela English | |
David A. R. Dullum |
2004 | 2003 | |||||||
Audit Fees | $ | 280,000 | $ | 111,700 | ||||
Audit-related Fees | 22,500 | 0 | ||||||
Tax Fees | 19,214 | 5,600 | ||||||
All Other Fees | 0 | 0 | ||||||
$ | 321,714 | $ | 117,300 | |||||
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Beneficial Ownership(1) | |||||||||
Beneficial Owner | Number of Shares | Percent of Total | |||||||
Prudential Financial, Inc.(2) | 530,400 | 6.9 | % | ||||||
715 Broad Street | |||||||||
Newark, NJ 071202 | |||||||||
Persons associated with CF Advisors, LLC(3) | 494,000 | 6.44 | % | ||||||
666 5th Avenue, 34th Floor | |||||||||
New York, NY 10103 | |||||||||
Capital Research and Management Company(4) | 453,000 | 5.9 | % | ||||||
333 South Hope Street | |||||||||
Los Angeles, CA 90071 | |||||||||
Fairholme Capital Management, LLC(5) | 400,000 | 5.2 | % | ||||||
51 JFK Parkway | |||||||||
Short Hills, NJ 07078 | |||||||||
Avenir Corporation | 387,890 | 5.1 | % | ||||||
1725 K St., NW, Suite 401 | |||||||||
Washington, DC 20006 | |||||||||
David Gladstone(6) | 353,442 | 4.4 | % | ||||||
Terry Lee Brubaker(7) | 118,320 | 1.5 | % | ||||||
George Stelljes, III(8) | 101,000 | 1.3 | % | ||||||
Harry Brill(9) | 25,000 | * | |||||||
David A.R. Dullum(10) | 10,000 | * | |||||||
Michela A. English(11) | 6,022 | * | |||||||
Anthony W. Parker(12) | 12,123 | * | |||||||
Paul W. Adelgren(13) | 5,000 | * | |||||||
Maurice W. Coulon(14) | 6,000 | * | |||||||
John H. Outland(15) | 5,000 | * | |||||||
All executive officers and directors as a group (10 persons)(16) | 641,907 | 7.9 | % |
* | Less than one percent. | |
(1) | This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G filed with the Securities and Exchange Commission (the “SEC”). Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 7,667,000 shares outstanding on April 4, 2005, adjusted as required by rules promulgated by the SEC. |
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(2) | According to a Schedule 13G filed by Jennison Associates LLC on February 11, 2005, these shares are held by investment companies, insurance separate accounts, and institutional clients advised by Jennison Associates LLC, a wholly-owned subsidiary of Prudential Financial, Inc. Jennison Associates LLC disclosed on the same Schedule 13G that it has sole voting and investment power with respect to all 530,000 shares. However, on the Schedule 13G filed by Prudential Financial, Inc. on February 14, 2005, Prudential Financial, Inc. disclosed that it has sole voting and investment power with respect to 175,000 of these shares, and shares voting and investment power with Jennison Associates with respect to the remaining 355,400 shares. | |
(3) | According to a Schedule 13G filed jointly by CF Advisors, LLC, A. Alex Porter, Paul Orlin, Geoffrey Hulme, and Jonathan W. Friedland on February 14, 2005, CF Advisors, LLC shares voting and investment power with Messrs. Porter, Orlin, Hulme, and Friedland with respect to these shares. | |
(4) | According to a Schedule 13G filed jointly by Capital Research and Management Company and Smallcap World Fund, Inc. on February 14, 2005, sole voting power with respect to these shares is held by Smallcap World Fund, Inc., and sole investment power with respect to these shares is held by Capital Research and Management Company. | |
(5) | According to a Schedule 13G filed jointly by Fairholme Capital Management, L.L.C. and Bruce Berkowitz on February 4, 2004, these shares are held by various investment vehicles managed by Fairholme Capital Management. Mr. Berkowitz is deemed to have beneficial ownership of these shares because he holds voting and dispositive power over all shares beneficially owned by Fairholme Capital Management. | |
(6) | Includes 200,000 shares issuable upon exercise of options held by Mr. Gladstone that are currently exercisable. | |
(7) | Includes 100,000 shares issuable upon exercise of options held by Mr. Brubaker that are currently exercisable, and 12,500 shares owned by Mr. Brubaker’s spouse with respect to which Mr. Brubaker disclaims beneficial ownership. | |
(8) | Includes 100,000 shares issuable upon exercise of options held by Mr. Stelljes that are currently exercisable. | |
(9) | Includes 25,000 shares issuable upon exercise of options held by Mr. Brill that are currently exercisable. |
(10) | Includes 5,000 shares issuable upon exercise of options held by Mr. Dullum that are currently exercisable. |
(11) | Includes 5,000 shares issuable upon exercise of options held by Mr. English that are currently exercisable. |
(12) | Includes 5,000 shares issuable upon exercise of options held by Mr. Parker that are currently exercisable. |
(13) | Includes 5,000 shares issuable upon exercise of options held by Mr. Adelgren that are currently exercisable. |
(14) | Includes 5,000 shares issuable upon exercise of options held by Mr. Coulon that are currently exercisable. |
(15) | Includes 5,000 shares issuable upon exercise of options held by Mr. Outland that are currently exercisable. |
(16) | Includes 455,000 shares issuable upon exercise of options held by the Company’s directors and executive officers (as described more fully in footnotes (6) through (15) above, and 12,500 shares owned by Mr. Brubaker’s spouse with respect to which Mr. Brubaker disclaims beneficial ownership (as described in footnote (7) above). |
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Securities | |||||||||||||||||||||||||
Name and | Other Annual | Underlying | All Other | ||||||||||||||||||||||
Principal Position | Year | Salary ($) | Bonus ($) | Compensation ($) | Options | Compensation ($) | |||||||||||||||||||
David Gladstone | 2004 | $ | 88,833 | $ | 0 | $ | 0 | 0 | $ | 0 | |||||||||||||||
Chief Executive Officer(1) | 2003 | $ | 44,500 | $ | 0 | $ | 1,335 | 200,000 | $ | 0 | |||||||||||||||
Terry Lee Brubaker | 2004 | $ | 28,511 | $ | 0 | $ | 0 | 30,000 | $ | 0 | |||||||||||||||
President, Chief Operating | 2003 | $ | 14,234 | $ | 0 | $ | 427 | 100,000 | $ | 0 | |||||||||||||||
Officer and Secretary(2) | |||||||||||||||||||||||||
George Stelljes III | 2004 | $ | 61,636 | $ | 0 | $ | 0 | 30,000 | $ | 0 | |||||||||||||||
Executive Vice President | 2003 | $ | 17,417 | $ | 0 | $ | 522 | 100,000 | $ | 0 | |||||||||||||||
and Chief Investment | |||||||||||||||||||||||||
Officer(3) | |||||||||||||||||||||||||
Harry Brill | 2004 | $ | 37,427 | $ | 0 | $ | 0 | 10,000 | $ | 0 | |||||||||||||||
Chief Financial Officer(4) | 2003 | $ | 13,937 | $ | 0 | $ | 416 | 25,000 | $ | 0 |
(1) | Represents approximately 44% of Mr. Gladstone’s total salary for the fiscal year ended December 31, 2004 (as Mr. Gladstone devoted approximately 44% of his time to the Company’s matters during the fiscal year ended December 31, 2004); and approximately 45% of Mr. Gladstone’s total salary for six months ended December 31, 2003 (as Mr. Gladstone devoted approximately 45% of his time to the Company’s matters during the six months ended December 31, 2003). No amounts were paid to Mr. Gladstone in respect of any services rendered to the Company prior to July 1, 2003. Mr. Gladstone’s current base annual salary from the Adviser is $200,000. |
(2) | Represents approximately 13% of Mr. Brubaker’s total salary for the fiscal year ended December 31, 2004 (as Mr. Brubaker devoted approximately 13% of his time to the Company’s matters during the fiscal year ended December 31, 2004); and approximately 14% of Mr. Brubaker’s total salary for the six months ended December 31, 2003 (as Mr. Brubaker devoted approximately 14% of his time to the Company’s matters during the six months ended December 31, 2003. No amounts were paid to Mr. Brubaker in respect of services rendered to the Company prior to July 1, 2003. Mr. Brubaker’s current base annual salary from the Adviser is $235,000. |
(3) | Represents approximately 28% of Mr. Stelljes’ total salary for the fiscal year ended December 31, 2004 (as Mr. Stelljes devoted approximately 28% of his time to the Company’s matters during the fiscal year ended December 31, 2004); and approximately 17% of Mr. Stelljes’ total salary for the six months ended December 31, 2003 (as Mr. Stelljes devoted approximately 17% of his time to the Company’s matters during the six months ended December 31, 2003). No amounts were paid to Mr. Stelljes in respect of services rendered to the Company prior to July 1, 2003. Mr. Stelljes’ current base annual salary from the Adviser is $235,000. |
(4) | Represents approximately 29% of Mr. Brill’s total salary for the fiscal year ended December 31, 2004 (as Mr. Brill devoted approximately 29% of his time to the Company’s matters during the fiscal year ended December 31, 2004); and approximately 25% of Mr. Brill’s total salary for the six months ended December 31, 2003 (as Mr. Brill devoted approximately 25% of his time to the Company’s matters during the six months ended December 31, 2003). No amounts were paid to Mr. Brill in respect of any services rendered to the Company prior to July 1, 2003. Mr. Brill’s current base annual salary from the Adviser is $135,000. |
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Potential Realizable | ||||||||||||||||||||||||
Individual Grants | Value at Assumed | |||||||||||||||||||||||
Annual Rates of Stock | ||||||||||||||||||||||||
Number of | % of Total Options | Price Appreciation for | ||||||||||||||||||||||
Securities | Granted to | Option Term(1) | ||||||||||||||||||||||
Underlying Options | Employees in Fiscal | Exercise Or Base | Expiration | |||||||||||||||||||||
Name | Granted (#) | Year | Price ($/Sh) | Date | 5% ($) | 10% ($) | ||||||||||||||||||
Mr. Gladstone | 0 | 0 | n/a | n/a | n/a | n/a | ||||||||||||||||||
Mr. Brubaker | 30,000 | 11.1 | % | $ | 16.10 | 6/8/2014 | $ | 303,756 | $ | 769,778 | ||||||||||||||
Mr. Stelljes | 30,000 | 11.1 | % | $ | 16.10 | 6/8/2014 | $ | 303,756 | $ | 769,778 | ||||||||||||||
Mr. Brill | 10,000 | 3.7 | % | $ | 16.10 | 6/8/2014 | $ | 101,252 | $ | 256,593 |
(1) | The potential realizable value is based on the term of the option at the time of its grant (10 years). It is calculated by assuming that the stock price on the date of the grant appreciates at the indicated annual rate, compounded annually for the entire term of the option and that the option is exercised and the underlying shares sold on the last day of its term for the appreciated stock price. The amounts represent certain assumed rates of appreciation only, in accordance with the rules of the SEC, and do not reflect the Company’s estimate or projection of future stock price performance. Actual gains, if any, are dependent on the actual future performance of the Company’s common stock and no gain to the optionee is possible unless the stock price appreciates over the option term, which will benefit all stockholders. |
Number of Securities | ||||||||||||||||
Underlying | Value of Unexercised | |||||||||||||||
Unexercised | In-the-Money | |||||||||||||||
Options/ SARs at | Options/ SARs at | |||||||||||||||
FY-End (#) | FY-End ($) | |||||||||||||||
Shares Acquired | Value | Exercisable/ | Exercisable/ | |||||||||||||
Name | on Exercise (#) | Realized ($)(1) | Unexercisable | Unexercisable(2) | ||||||||||||
Mr. Gladstone | 0 | n/a | 200,000/0 | $420,000/$0 | ||||||||||||
Mr. Brubaker | 0 | n/a | 100,000/30,000 | $210,000/$30,000 | ||||||||||||
Mr. Stelljes | 0 | n/a | 100,000/30,000 | $210,000/$30,000 | ||||||||||||
Mr. Brill | 0 | n/a | 25,000/10,000 | $52,500/$10,000 |
(1) | Value realized is calculated as the closing market price on the date of exercise, net of option exercise price, but before any tax liabilities or transaction costs. |
(2) | The value of unexercised options is calculated as the closing market price on December 31, 2004 less the exercise price. “In-the-money” options are those with an exercise price that is less than the closing market price on December 31, 2004. |
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Number of securities | ||||||||||||
remaining available | ||||||||||||
for issuance under | ||||||||||||
Number of securities to | Weighted-average | equity compensation | ||||||||||
be issued upon exercise | exercise price of | plans (excluding | ||||||||||
of outstanding options, | outstanding options, | securities reflected | ||||||||||
warrants and rights | warrants and rights | in column (a)) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
Equity compensation plans approved by security holders | 865,000 | $ | 15.39 | 70,000 | ||||||||
Equity compensation plans not approved by security holders | n/a | n/a | n/a | |||||||||
Total | 865,000 | $ | 15.39 | 70,000 |
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• | Base salary paid to executive officers by the Adviser; | |
• | Bonuses paid to executive officers by the Adviser; and | |
• | Long-term incentive compensation in the form of stock options granted by the Company under the 2003 Plan. |
• | ensuring that base salary paid to the Company’s executive officers, a portion of which the Company bears through reimbursement of the Adviser pursuant to the advisory agreement, is competitive with other leading financial services companies with which the Company competes for talented investment professionals; |
2 | The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the 1933 Act or 1934 Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing. |
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• | ensuring that bonuses paid to the Company’s executive officers, a portion of which the Company bears through reimbursement of the Adviser pursuant to the advisory agreement, are sufficient to provide motivation to achieve the Company’s principal business and investment goals and to bring total compensation to competitive levels; and | |
• | providing significant equity-based incentives to ensure that the Company’s executive officers are motivated over the long term to achieve the Company’s business and investment objectives. |
Base Salary and Bonuses |
• | the pay practices of the Adviser in relation to those of leading financial services companies with which the Adviser competes to attract and retain talented investment professionals; | |
• | the amount of the fees paid to the Adviser in relation to the Company’s size and the composition and performance of the Company’s investments; | |
• | the Adviser’s ability to hire, train, supervise and manage new employees as needed to effectively manage the Company’s future growth; | |
• | the success of the Adviser in generating appropriate investment opportunities; | |
• | rates charged to other investment entities by advisers performing similar services; | |
• | additional revenues realized by the Adviser and its affiliates through their relationship with the Company, whether paid by the Company or by others with whom the Company does business; | |
• | the value of the Company’s assets each quarter; | |
• | the quality and extent of service and advice furnished by the Adviser and the performance of the Company’s investment portfolio; | |
• | the quality of the Company’s portfolio relative to the investments generated by the Adviser for its other clients; and | |
• | the extent to which bonus expenses under the advisory agreement reflect the Adviser’s achievement of the Company’s principal business and investment objectives of generating income for the Company’s stockholders in the form of quarterly cash distributions that grow over time and increasing the value of the Company’s common stock. |
Long-Term Incentives |
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Personal Benefits Policies |
Submitted by the Compensation Committee | |
David A. R. Dullum, Chairperson | |
John H. Outland | |
Anthony W. Parker |
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August 13, 2003 | December 31, 2003 | December 31, 2004 | ||||||||||||||
Gladstone Commercial Corporation | $ | 100.00 | $ | 108.18 | $ | 112.97 | ||||||||||
S&P 500 | $ | 100.00 | $ | 113.00 | $ | 123.16 | ||||||||||
NAREIT Index | $ | 100.00 | $ | 116.30 | $ | 151.67 | ||||||||||
3 | This Section is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference in any filing of the Company under the 1933 Act or the 1934 Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in any such filing. |
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Adviser Duties and Authority Under the Advisory Agreement |
• | finds, evaluates, presents and recommends real estate investment opportunities consistent with the Company’s investment policies and objectives; | |
• | provides advice to the Company and acts on its behalf with respect to the negotiation, acquisition, financing, refinancing, holding, leasing and disposition of real estate investments; | |
• | enters contracts to purchase real estate and make mortgage loans on behalf of the Company in compliance with its investment procedures, objectives and policies, subject to approval of the Company’s Board of Directors, where required; | |
• | takes the actions and obtains the services necessary to effect the negotiation, acquisition, financing, refinancing, holding, leasing and disposition of real estate investments; and | |
• | provides day-to-day management of the Company’s business activities and other administrative services as requested by the Company’s Board of Directors. |
• | The Adviser has obtained an independent appraisal for the property indicating that the total cost of the property does not exceed its appraised value; and | |
• | The Adviser has provided us with a representation that the property, in conjunction with the Company’s other investments and proposed investments, is reasonably expected to fulfill the Company’s investment objectives and policies as established by the Board of Directors and then in effect. |
• | loans not secured or otherwise supported by real property; | |
• | any acquisition or mortgage loan which at the time of investment would have a cost exceeding 20% of the Company’s total assets; | |
• | any lease or mortgage loan to a tenant or borrower having a risk rating of less than 4 on the Company’s risk rating scale; | |
• | transactions that involve conflicts of interest with the Adviser (other than reimbursement of expenses in accordance with the advisory agreement); and |
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• | the lease of assets to the Adviser, its affiliates or any of the Company’s officers or directors. |
Termination of the Advisory Agreement |
• | immediately by the Company for “cause” or upon the bankruptcy of the Adviser; | |
• | without cause by a majority of the Company’s independent directors upon 60 days’ notice to the Adviser; or | |
• | immediately with “good reason” by the Adviser. |
Payments to the Adviser Under the Advisory Agreement |
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• | the amount of the fees paid to the Adviser in relation to the Company’s size and the composition and performance of its investments; | |
• | the success of the Adviser in generating appropriate investment opportunities; | |
• | rates charged to other investment entities by advisers performing similar services; | |
• | additional revenues realized by the Adviser and its affiliates through their relationship with the Company, whether paid by the Company or by others with whom it does business; | |
• | the value of the Company’s assets each quarter; | |
• | the quality and extent of service and advice furnished by the Adviser and the performance of the Company’s investment portfolio; and | |
• | the quality of the Company’s portfolio relative to the investments generated by the Adviser for its other clients. |
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By Order of the Board of Directors | |
Terry Lee Brubaker | |
Secretary |
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DETACH PROXY CARD HERE
Please vote, date and | ý | |
promptly return this proxy | Vote must be indicated (x) in Black or Blue Ink | |
in the enclosed return | ||
envelope which is postage | ||
prepaid if mailed in the | ||
United States. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE FOR DIRECTOR LISTED BELOW.
Proposal 1: To elect two directors to hold office until the 2008 Annual Meeting of Stockholders.
FORall nominees listed | o | WITHHOLD AUTHORITY to vote for all nominees listed | o | *FORall except | o |
Nominee: Michela A. English
Nominee: Anthony W. Parker
To withhold authority to vote in favor of any nominee, mark “FOR all except” and write the name of the nominee below:
*Exceptions ___________________________________________________
In their discretion, the proxies are authorized to vote on any other business as may properly come before the meeting or any adjournment or postponement thereof.
Please sign exactly as your name or names appear hereon. If the stock is registered in the names of two or more persons, each should sign. Executor, administrator, trustee, guardian and attorneys-in-fact should add their titles. If signer is a corporation, please give full corporate name and have a duly authorized officer sign, stating title. If signer is a partnership, please sign in partnership name by authorized person.
Date | Share Owner sign here | Co-Owner sign here | ||
__________ | ____________________________________________________________ | _________________________________________ | ||
__________ | ____________________________________________________________ | _________________________________________ |
GLADSTONE COMMERCIAL CORPORATION
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2005
The undersigned hereby appoints David Gladstone and Terry Brubaker, and each of them acting individually, as attorneys and proxies of the undersigned, with full power of substitution, to vote all of the shares of stock of Gladstone Commercial Corporation which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of Gladstone Commercial Corporation to be held at 11:00 a.m. local time in the Hilton McLean at 7920 Jones Branch Drive, McLean, VA 22102, and at any and all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions, with discretionary authority as to any and all other matters that may properly come before the meeting.
Unless a contrary direction is indicated, this proxy will be voted in favor of each of the nominees listed in Proposal 1, as more specifically described in the proxy statement. If specific instructions are indicated, this proxy will be voted in accordance therewith.
(Continued and to be signed on reverse side)
To change your address, please mark this box | o | GLADSTONE COMMERCIAL CORPORATION P.O. BOX 11046 NEW YORK, NY 10203-0046 |