UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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STRATEGIC REALTY TRUST, INC.
(Name of the Registrant as Specified In Its Charter)
DIANNE COSTA
JEROME HAGLEY
MICHAEL KARAS
MARSHALL KARR
TODD SPITZER
ANTHONY THOMPSON
TINA ALDATZ
BERNECE DAVIS
ROBERT HOH
JAMES RONALD KING SR.
DAVID LARSEN
JOHN SKEFFINGTON
MARC SLAVNY
SHARON THOMPSON
CENTAURUS FINANCIAL INC.
THOMPSON NATIONAL PROPERTIES, LLC
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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This filing contains (i) a press release sent by the SRT Shareholders Coalition on October 22, 2013 and (ii) a revised biography for Michael Karas, a director nominee.
1
FOR IMMEDIATE RELEASE
Tuesday, October 22, 2013
Contact: Michael Tootle, 800-401-7905
SRT Shareholders Coalition Announces Support for
New Independent Team of Directors
Coalition Backs New Direction to Protect Our Investment
(Anaheim, CA) --- On October 20, 2013, the SRT Shareholders Coalition formally submitted a letter to Strategic Realty Trust nominating a new slate of independent director nominees to replace the existing board at SRT’s 2013 Annual Meeting. Backed by the SRT Coalition, the team of director nominees consists of five candidates who the Coalition believes are qualified individuals with the necessary credentials to put SRT on the right track. Below are professional biographies of each candidate with links to their executive profiles and professional experiences. For more information on the independent team of director nominees and the shareholders supporting them visit http://www.protectourinvestment.org.
Todd Spitzer currently sits as the Orange County Supervisor for the Third District. Spitzer chairs the Orange County Transportation Authority’s Finance and Administration Committee where he oversees the finances of the $1.2 billion agency as well as the funds managed through county’s transportation taxes, known as Measure M and Measure M2. He also sits as a voting member of both the Foothill and San Joaquin Hills Transportation Corridor Agencies, overseeing toll policy, toll lane management, construction and ridership in order to address mobility issues of these two agencies that have a combined budget of $291 million annually.
In addition to his duties as Supervisor, Spitzer also runs Spitzer Law Office, advising businesses on legal matters relating to regulatory issues impacting their operations. He is considered to be an expert at navigating business matters involving government oversight and regulatory authority, assisting in real estate acquisition, restructuring and sales. Spitzer is also considered to be an excellent mediator, often assisting in the resolution of conflicts between competing entities where negotiation and finding a middle ground are necessary for a deal to go forward.
Dedicated to public service, Spitzer has also served his community as a high school teacher, police officer and assistant district attorney. He knows the challenges facing everyday people and sought his current office in order to encourage job growth and economic development in Orange County, maintain public safety and improve accountability in government spending.
Mr. Spitzer’s full executive profile is here: http://media.wix.com/ugd/914d32_b2873b88f9c81e4426058136509a1b7d.pdf
Marshall Karr has been in the Real Estate and Construction business for more than 30 years as a certified Property Manager managing residential, commercial and retail properties. He currently holds the position of Managing Partner of Karr Commercial LLC, a multi-faceted commercial and residential real estate firm involved in the renovation and historic preservation of many Nashville landmarks and residences.
In addition to his successful career in real estate, Karr currently serves as a commissioner on the Metropolitan Government Tax Equalization Board, a member of the Mayor’s Task Force for the Convention Center Authority and a former officer and director on the board of the Greater Nashville Association of Realtors. As a staunch believer in community service, Karr served on the committee to restore the Tennessee State Capitol as well as a director on the board of the Greater Nashville Association of Realtors and past chairman of the Metropolitan Board of Zoning Appeals.
Mr. Karr’s full executive profile is here:
http://media.wix.com/ugd/914d32_91a4907b965e97603563f03e0e26690f.pdf
Dianne Costa was twice elected Mayor of Highland Village where she served on the city council for eight years. Under her leadership, the city was recognized as the safest city in Texas according to the FBI. Costa brought her financial expertise as a small business owner to her role as an elected official and led Highland Village to a two point jump in her city’s S&P rating to AA+ while other cities were being downgraded during a difficult economic climate. Costa spearheaded the city’s economic development program securing two major developments, which were crucial to the financial viability of the city.
Costa appreciates the importance of transparency and accountability. She helped restore trust in government at her city and delivered a balanced budget for its citizens. Costa served on the National Multi-modal Transportation Committee appointed by Congress as well as on the governing board of the Texas Health Presbyterian Hospital. She is a charter member of Rockpointe Church in Flower Mount where she has served as Chair of the Pastoral Care, Finance and Pastor Accountability Board.
Ms. Costa’s full executive profile is here:
http://media.wix.com/ugd/914d32_6ea432c161147b8a7d0b882f863126ad.pdf
Jerome Hagley is the Chief Operating Officer and Executive Vice President of The Dawson Company, a developer of mixed-use and transit-oriented development primarily located in urban infill communities. He is responsible for structuring, financing, and executing commercial and multi-family real estate developments as well as overseeing the company’s management operations.
Over the past eight years, Hagley has been the key principal involved in financing more than $750 million in urban in-fill mixed use and transit-oriented development projects, as well as providing financial analysis and cash management of retail, office, and multi-family real estate and loan assets located in 27 midwestern and eastern states. Deals include Museum Tower at Centennial Hill, a $55 million project in downtown Atlanta, the Decatur Renaissance Center, a $50 million Wachovia Plaza project in Decatur, Georgia, and The Banks, a $700 million mixed use development in Cincinnati.
Mr. Hagley’s full executive profile is here:
http://media.wix.com/ugd/914d32_eca50ae0a861656bf61e43de04f3f877.pdf
Michael Karas is the president of Karas Partners Inc. He is a corporate financier and real estate investor with more than 30 years experience in development, acquisitions, and dispositions of real estate, and investing in private companies. In the real estate industry Karas has received awards for the renovation and restoration of historical mixed use urban properties. He operated a full service property management company that also specialized in designing marketing programs and leasing strategies targeting quality revenue tenants to achieve and maintain high occupancy rates. His past experiences include Managing Director of a public-traded real estate investment trust and President of First Canadian Bancorp Inc., a private equity firm directing partnership investments in branded operating companies, financing, acquisition and mergers with a focus on strategic exit plans. He attended the University of Western Ontario in Business and Economics.
Mr. Karas’ full executive profile is here:
http://media.wix.com/ugd/914d32_077130ec0f21b1191f6bc6984ab1adda.pdf
About SRT Shareholders Coalition
The SRT Shareholders Coalition is a group of investors overwhelmingly supportive of installing a new Board of Directors who bring the independent leadership, industry experience and stakeholder perspective needed to protect the investments made by shareholders in SRT. Co-chairs of the SRT Shareholders Coalition include major shareholders Tina Aldatz, Bernece B. Davis, Ron King, David T. Larsen, MD, John Skeffington, Marc Slavny, Sharon Thompson, and Robert Hoh. For more information regarding the coalition and the independent team of director candidates please visit http://www.protectourinvestment.org.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities.
###
Important Additional Information Regarding the Solicitation
This press release is not a solicitation of proxies, consents or requests, and stockholders are not being asked to provide proxies, consents or requests to the SRT Shareholders Coalition (the “Coalition”) at this time. Any solicitation of proxies, consents or requests will only be pursuant to a proxy statement and other proxy materials to be filed with the Securities and Exchange Commission (the “SEC”) at a later date.
In connection with its solicitation of written requests (the “solicitation”) to demand a special meeting of stockholders of SRT, the Coalition has filed a preliminary solicitation statement with the SEC to solicit written requests from stockholders of the Company to demand a special meeting of SRT stockholders. Investors and security holders are urged to read the preliminary solicitation statement in its entirety, and the definitive solicitation statement and other relevant documents when they become available, because they will contain important information regarding the solicitation. The preliminary and definitive solicitation statement and all other relevant documents will be available, free of charge, on the SEC’s website at www.sec.gov.
The following persons are participants in connection with the solicitation: Dianne Costa, Jerome Hagley, Michael Karas, Marshall Karr, Todd Spitzer, Anthony Thompson, Tina Aldatz, Bernece Davis, Robert Hoh, James Ronald King Sr., David Larsen, John Skeffington, Marc Slavny, Sharon Thompson, Centaurus Financial Inc. and Thompson National Properties, LLC. Information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, to the extent applicable, is available in the preliminary solicitation statement filed with the SEC on October 11, 2013.
MICHAEL KARAS
PROFESSIONAL BIOGRAPHY
Michael Karas is the president of Karas Partners Inc. He is a corporate financier and real estate investor with more than 30 years experience in development, acquisitions, and dispositions of real estate, and investing in private companies. In the real estate industry Karas has received awards for the renovation and restoration of historical mixed use urban properties. He operated a full service property management company that also specialized in designing marketing programs and leasing strategies targeting quality revenue tenants to achieve and maintain high occupancy rates. His past experiences include Managing Director of a public-traded real estate investment trust and President of First Canadian Bancorp Inc., a private equity firm directing partnership investments in branded operating companies, financing, acquisition and mergers with a focus on strategic exit plans. He attended the University of Western Ontario in Business and Economics.
EXECUTIVE PROFILE
Karas Partners Inc. is a private equity firm with a small team of professionals who successfully identify and structure investments with domestic and international partners. Karas Partners support entrepreneurs that have a vision of disruptive products or services within their industry. As president, Karas works with leading national and international accounting, law, and wealth management firms, offering an expertise in sourcing and structuring both debt and equity financing opportunities to a successful closing. Over the past 28 years, he and his company have reliably delivered acquisition, disposition, and financing transactions for their investors, financial partners, and the firm.
Karas’s long term relationships, direct with decision makers, provides him with a continual flow of off- market opportunities and liquidity events that result in repeat investment allocation. Past real estate transactions include acquisition of a leasehold interest in The White House Garage, a major San Francisco landmark that serves all downtown hotels, Union Square, the Financial District, Chinatown and shopping, 105 Adelaide a 12-story office tower located in Toronto’s financial core, 350 Bay Street, Toronto, Canada, a 13-story office building also located in Toronto’s financial core, and 2 Queen Street West, a 4 story mixed use development in Toronto, Canada.
CAREER HISTORY
KARAS PARTNERS, INC., Newport Beach, CA | 1995 - Present |
President
· Corporate financier and real estate investor
· Invest in private companies and acquisitions and dispositions of real estate rents
Real Estate Transactions:
· 323 Sutter Street, San Francisco, California: A leasehold interest, conveniently located in downtown San Francisco on the corner of Grant and Sutter, this is a major San Francisco landmark. The White House Garage serves all downtown hotels, Union Square, the Financial District, Chinatown and shopping.
· 350 Bay Street, Toronto, Canada: Completed in 1928 by architect Stephen B. Coon, this premier business address has 13 stories and a typical floor plan of approximately 4,100 square feet. It is located in Toronto’s financial core on the south-west corner of Bay & Temperance, across from Bay-Adelaide Centre. The property is steps from PATH, public transportation, and numerous Bay Street Amenities.
· 105 Adelaide Street West, Toronto, Canada: Also known as Lombard Place, this is a 12-story office property located in Toronto’s financial core. Conveniently situated between Brookfield’s Exchange Tower and First Canadian Place, this Class “A” office building was completely renovated in 1990.
· 2 Queen Street West, Toronto, Canada: This 4 story mixed use property is attached to the 3.5 million square foot Eaton Center with direct PATH and Subway access.
FIRST CANADIAN BANCORP, INC. | 1985 - 1995 |
President
· Became Karas Partners, Inc.
MEDALION REALTY GROWTH FUND | 1988 - 1989 |
Managing Director
· Publicly-traded real estate investment trust
KARAS CORPORATION INC. | 1978 - 1990 |
President
· Real Estate development, leasing, management, and sales
EDUCATION
1972 – 1975 University of Western Ontario, Business and Economics
