AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ONE LIBERTY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 13-3147497
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
60 Cutter Mill Road
Great Neck, N.Y. 11021
(516) 466-3100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Simeon Brinberg, Esq.
60 Cutter Mill Road
Great Neck, N.Y. 11021
(516) 466-3100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
Common Stock, par value $1.00
per share..................... 500,000 shares $13 3/8 $6,687,500 $2,306.03
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) which is based on the average of the high and low
prices for common stock of the Registrant for May 9, 1996, as reported on
the American Stock Exchange.
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CROSS REFERENCE SHEET
ITEM LOCATION IN PROSPECTUS
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Item 1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus................... Cover Page
Item 2. Inside Front and Outside Back Cover Pages of
Prospectus....................................... Available Information; Incorporation of Certain
Documents By Reference.
Item 3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges........................ The Corporation.
Item 4. Use of Proceeds................................... Use of Proceeds.
Item 5. Determination of Offering Price................... Distribution Reinvestment Plan; Price of Shares.
Item 6. Dilution.......................................... Not Applicable
Item 7. Selling Security-Holders.......................... Not Applicable
Item 8. Plan of Distribution.............................. Distribution Reinvestment Plan.
Item 9. Description of Securities to be Registered........ Incorporation of Certain Documents By Reference.
Item 10. Interests of Named Experts and Counsel............ Experts and Legal Opinions.
Item 11. Material Charges.................................. Not Applicable
Item 12. Incorporation of Certain Information by
Reference........................................ Available Information; Incorporation of Certain
Documents By Reference.
Item 13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities... Not Applicable -- See Item 15 Indemnification of
Directors and Officers.
PROSPECTUS
ONE LIBERTY PROPERTIES, INC.
DISTRIBUTION REINVESTMENT PLAN
COMMON STOCK
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The Distribution Reinvestment Plan (the "Plan") of One Liberty Properties,
Inc., a Maryland corporation (the "Corporation"), provides all owners of record
of 100 shares or more of its Common Stock, $1 par value (the "Common Stock") and
all owners of record of 100 shares or more of its $16.50 Cumulative Convertible
Preferred Stock, $1 par value ("Preferred Stock") with a convenient method to
reinvest cash distributions in newly-issued shares of Common Stock ("Plan
Shares") of the Corporation without fees of any kind, at a 5% discount from the
market price. Shares will be purchased directly from the Corporation. No open
market purchases will be made.
Stockholders of record owning at least 100 shares of Common Stock or 100
shares of Preferred Stock who elect to participate in the Plan ("Participants")
have the following options to purchase Plan Shares:
FULL DISTRIBUTION REINVESTMENT -- Reinvestment of cash distributions on all
shares of Common Stock and/or Preferred Stock held.
PARTIAL DISTRIBUTION REINVESTMENT -- Reinvestment of cash distributions on
at least 100 shares of Common Stock and/or Preferred Stock, but less than
all shares held while continuing to receive cash distributions on the other
shares.
Cash distributions on Plan Shares are always automatically reinvested to
purchase additional Plan Shares. The amount of any cash distributions reinvested
will, in each case, be after any reduction necessary to comply with any
applicable income tax withholding requirements.
Beneficial owners of Common Stock or Preferred Stock whose shares are
registered on the stockholder records of the Corporation in names other than
their own, by brokers, banks or other nominees, may become Participants only if
the shares of Common Stock and/or Preferred Stock they wish to enroll in the
Plan are transferred to their own names, if their nominees register on the
Corporation's stockholder records a separate account or if the brokers, banks or
other nominees have other procedures in place that are satisfactory to the
Corporation for their customers to participate in dividend reinvestment plans.
All expenses of the Plan will be paid by the Corporation. A description of
the Plan is set forth in this Prospectus under the caption "Distribution
Reinvestment Plan." A Participant in the Plan may withdraw at any time with
proper advance notice. Stockholders who do not wish to participate in the Plan
will continue to receive cash distributions by check as declared and paid.
The purchase price of shares purchased under the Plan with the reinvestment
of cash distributions will be 95% of the average of the high and low sales
prices of the Corporation's Common Stock on the American Stock Exchange on the
Reinvestment Date (as hereinafter defined).
This Prospectus should be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
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THE DATE OF THIS PROSPECTUS IS MAY 20, 1996.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Corporation can be inspected and copied at the public
reference facilities maintained by the Commission at the Commission's office at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's regional
offices located at 500 West Madison Street, Chicago, Illinois 60661 and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
also be obtained by mail from the Public Reference Section of the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Corporation's Common Stock and Preferred Stock are listed on the American
Stock Exchange. Copies of such reports, proxy statements and other information
concerning the Corporation can also be inspected at the office of the American
Stock Exchange, 86 Trinity Place, New York, New York 10006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Corporation are
incorporated by reference in this Prospectus.
(1) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(2) The Corporation's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996.
(3) Definitive proxy statement dated April 29, 1996 relating to the 1996
Annual Meeting of Stockholders.
(4) The description of the Corporation's Common Stock and Preferred Stock
which is contained in the Offering Circular, Exhibit (a)(1) to
Schedule 13E-4 filed on June 12, 1989 pursuant to Section 13(e)(1) of the
Exchange Act.
All documents filed by the Corporation with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date
of this Prospectus and prior to the termination of this offering of the
Corporation's Common Stock pursuant to the Plan, shall be deemed incorporated by
reference in this Prospectus and be a part hereof from the date of filing of
such documents.
The Corporation hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written request of
any such person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents. Written requests should be directed to Secretary,
One Liberty Properties, Inc., 60 Cutter Mill Road, Suite 303, Great Neck, N.Y.
11021.
THE CORPORATION
One Liberty Properties, Inc. (the "Corporation") is a self-administered and
self-managed real estate investment trust ("REIT") incorporated under the laws
of the State of Maryland on December 20, 1982. The policy of the Corporation is
to invest in improved, income producing commercial real estate under long term
net lease. The Company at March 31, 1996 owned fee title to 34 properties
containing approximately 854,000 square feet of rentable space and a "sandwich"
lease position with respect to one property. It also held at March 31, 1996,
approximately $6,600,000 carrying amount of mortgages receivable.
The Common Stock and the Preferred Stock of the Corporation are listed on
the American Stock Exchange under the symbols OLP and OLP Pr, respectively. The
Corporation's principal executive office is located at 60 Cutter Mill Road,
Great Neck, N.Y. 11021, telephone 516-466-3100. The Corporation is the issuer of
the Plan Shares offered hereby.
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DISTRIBUTION REINVESTMENT PLAN
1. PURPOSE
The purpose of the Plan is to provide eligible owners of Common Stock and
Preferred Stock with a simple and convenient method of investing distributions
paid in cash ("cash distributions") in additional shares of the Corporation's
Common Stock at a discount from current market value and without payment of any
brokerage commissions or service charges. Shares of Common Stock will be
purchased directly from the Company. No shares will be purchased for the Plan in
the open market.
2. ELIGIBILITY
For administrative purposes, only stockholders of record who own at least
100 shares of Common Stock or 100 shares of Preferred Stock in their own name
are eligible to participate in the Plan. Beneficial owners of Common Stock or
Preferred Stock who wish to participate with respect to shares that are
registered on the stockholder records of the Corporation by brokers, banks or
other nominees that do not have procedures in place that are satisfactory to the
Corporation for their customers to participate in dividend reinvestment plans
should either (a) arrange for the transfer of such shares directly into the name
of the beneficial owner, or (b) have their nominees register a separate account
for each such participating beneficial owner on the Corporation's stockholder
records. The Corporation reserves the right to refuse to permit a broker, bank
nominee or other record holder to participate in the Plan if the terms of such
participation would, in the Corporation's judgment, result in an excessive cost
or burden on the Corporation.
3. ADVANTAGES
A.
Participants may have cash distributions on all or a portion of their
shares of Common Stock and/or Preferred Stock ("Certificate Shares")
automatically reinvested in Plan Shares.
TheB.price of the Plan Shares purchased with reinvestment of cash
distributions will be 95% of the market price as more fully explained in
Section 8, "Price of Shares."
C.
No commissions or service charges will be paid by Participants in
connection with purchases under the Plan.
D.
Participants' funds will be fully invested because the Plan permits
fractions of shares to be credited to a Participant's account. Cash
distributions on such fractions, as well as on whole shares, will be reinvested
in additional shares, and such shares will be credited to a Participant's
account.
E.
Participants will avoid the need for safekeeping of stock certificates
for Plan Shares credited to their accounts under the Plan.
F.
Regular statements reflecting all current activity, including purchases
and updated balances and, if applicable, amounts withheld in conformity
with any United States income tax requirements, will simplify Participants'
record keeping.
4. ADMINISTRATION
The Corporation has appointed American Stock Transfer & Trust Company, which
serves as transfer agent for the Corporation's Common Stock and Preferred Stock,
as reinvestment agent (the "Agent") to administer the Plan. The Agent will
establish on its books a separate account for each Participant to which will be
credited as of the close of business on each Cash Distribution Payment Date the
number of Plan Shares purchased with the cash distribution which the Participant
has elected to have reinvested. The Agent will not issue any certificates for
Plan Shares unless specifically requested in writing by the Participant (See
Section 11, "Certificates For Shares") or upon the Participant's withdrawal from
the Plan (See Section 12, "Withdrawal From The Plan") or upon the termination of
the Plan (See Section 18, "Termination or Modification of the Plan").
5. STOCKHOLDER PARTICIPATION
Eligible stockholders (See Section 2, "Eligibility") may join the Plan by
completing and signing an Authorization Card and returning it to the Agent;
provided, however, that the Corporation has reserved the
3
right to limit participation in the Plan and to terminate and modify the Plan as
set forth in Sections 17 and 18. When stock is registered in more than one name
(i.e., joint tenants, trustees, etc.), all registered holders must sign.
An Authorization Card either accompanies this Prospectus or may be received
from the Agent at the following address:
American Stock Transfer & Trust Company
40 Wall Street -- 46th Floor
New York, N.Y. 10005
Attention: Dividend Reinvestment Dept.
One Liberty
Properties Distribution
Reinvestment Plan
Telephone: (718) 921-8283
Registered stockholders can elect partial reinvestment of cash distributions
by signing the Authorization Card and indicating under "Partial Distribution
Reinvestment" the number of Common Stock and/or Preferred Stock on which cash
distributions are to be reinvested rather than paid.
Eligible stockholders may join the Plan at any time. If the signed
Authorization Card is received by the Agent prior to the record date for the
next cash distribution payment, reinvestment of cash distributions will begin
with the next Distribution Payment Date. If the Authorization Card is received
after that date, reinvestment of cash distributions will begin with the next
succeeding Distribution Payment Date.
Once a stockholder has enrolled in the Plan, cash distribution reinvestment
continues automatically as long as the Participant wishes. If there is any
subsequent change in the manner in which a Participant's name appears on his
Certificate Shares, the Participant must sign another Authorization Card to
continue participation under the new registration.
Participants may change their investment options at any time by requesting a
new Authorization Card.
Cash distributions paid on whole and fractional Plan Shares held for the
account of each Participant will automatically be reinvested.
6. NOMINEES FOR BENEFICIAL OWNERS
Only registered stockholders of Common Stock and/or Preferred Stock may
participate in the Plan. Beneficial owners of shares of Common Stock or
Preferred Stock that are held of record by a nominee may participate in the Plan
only by causing the shares to be transferred directly into their own name or by
causing their nominees to register on the Corporation's stockholder records a
separate account or if their nominees have other procedures in place that are
satisfactory to the Corporation for their customers to participate in dividend
reinvestment plans. In the latter event, the nominee must advise the Corporation
of the name and address of each beneficial owner on whose behalf such
participation is authorized.
Confirmations of purchases and statements of account under the Plan, annual
and other reports, and other communications from the Corporation will be
directed to the registered stockholder at the address shown on the Corporation's
records. The Corporation may also elect to send additional copies of reports and
various stockholder communications to the underlying beneficial owners.
7. PURCHASES
Purchases will be made for a Participant's account from the Corporation
effective as of the close of business on the Distribution Payment Date. The
number of shares purchased will depend on the amount of a Participant's cash
distributions and the purchase price per share. A Participant's account will be
credited with that number of shares, including fractions computed to three
decimal places, equal to a Participant's total amount to be invested divided by
the applicable purchase price per share.
4
8. PRICE OF SHARES
The purchase price of shares of Common Stock purchased under the Plan with
reinvestment of cash distributions will be 95% of the average of the high and
low sales prices of the Corporation's Common Stock on the American Stock
Exchange on the Reinvestment Date. Reinvestment Date shall mean the Ex-Dividend
date for the Common Stock of the Corporation, which the Corporation expects to
be in March, June, September and December of each year for cash distributions
payable on Common Stock and Preferred Stock in April, July, October and January,
respectively. If no shares of Common Stock trade on the "Ex-Dividend" date, the
price will be based on the mean between the high bid and high asked price on
that date.
9. COSTS
There are no brokerage fees, commissions or similar charges to Participants
in connection with purchases under the Plan. All costs of administration of the
Plan will be paid by the Corporation.
10. REPORTS TO PARTICIPANTS
As soon as practical after each purchase under the Plan, Participants will
receive a statement of their accounts from the Corporation. These statements are
the Participant's continuing record of current activity plus the cost of their
purchases and should be retained for tax purposes. Participants who are
stockholders of record of the Corporation will also continue to receive copies
of the various other communications sent to stockholders generally, including
the Corporation's interim reports, annual report, the notice of the annual
meeting, proxy statement and the information the Participant will need for
federal income tax return purposes. (See Section 16, "Federal Income Tax
Consequences.")
11. CERTIFICATES FOR SHARES
Shares purchased through the Plan will be credited to each Participant's
account and will be known as Plan Shares. Certificates will not be issued to
Participants for shares credited to their account unless the Participant
requests the Agent in writing to do so or unless the Participant withdraws from
the Plan. The number of shares credited to a Participant's account under the
Plan will be shown on the statements of the Participant's account. This service
eliminates the need for safekeeping by a Participant to protect against loss,
theft, or destruction of stock certificates.
At any time a Participant may request in writing that the Agent send a
certificate for or sell all or part of the Plan Shares credited to such
Participant's account. This request should be mailed to the Agent at the address
indicated in Section 5. Any remaining whole shares and fractions of shares will
continue to be credited to the Participant's account. The Corporation will pay
all fees in connection with sending a certificate. If Plan Shares are sold by
the Agent at the request of a Participant the Participant must pay any brokers
commission and any transaction fee of the Agent.
Shares credited to a Participant's account under the Plan may not be pledged
or assigned. Any such purported pledge or assignment will be void. If a
Participant wants to pledge or assign such shares, the Participant must request
that a certificate for such shares be issued in the Participant's name.
Certificates for fractional shares will not be issued under any
circumstances.
Accounts under the Plan are maintained in the name in which Certificate
Shares are registered at the time a Participant enters the Plan. Consequently,
certificates for whole shares purchased under the Plan will be similarly
registered when issued to a Participant upon request. A Participant who wants
these shares registered and issued in a different name, must so indicate in a
written request to the Agent at the address indicated in Section 5. The
Participant will be responsible for any transfer taxes that may be due and for
compliance with any applicable transfer requirements in connection with such
registration.
12. WITHDRAWAL FROM THE PLAN
In order to withdraw from the Plan, a Participant must notify the Agent in
writing prior to the record date of the next cash distribution payment. Such
notice should be addressed to the Agent at the address indicated in Section 5.
5
Upon withdrawal, a Participant will receive a stock certificate for all
whole shares held for a Participant's account in the Plan, plus a check for the
value of any fractional shares. The value of a fractional share will be based
upon the then current market price.
13. STOCK DIVIDEND, STOCK SPLIT OR RIGHTS OFFERING
Any stock dividend or split shares distributed by the Corporation on Plan
Shares will be reflected on Participants' accounts and will appear on their
quarterly statements. Stock dividends or split shares distributed on Certificate
Shares will be mailed directly to the Participant.
As soon as practicable after effectiveness of a stock dividend or a stock
split, the Corporation will send statements to all Participants indicating the
number of shares of the Corporation's Common Stock credited to their account
under the Plan as a result of the stock dividend or stock split. Participants
may receive a certificate for such shares (other than fractional shares) at any
time by sending a written request to the Agent at the address indicated in
Section 5.
In the event of a rights offering, a Participant will receive rights based
upon the total number of whole shares owned, both Certificate Shares and Plan
Shares.
14. VOTING OF SHARES
All Plan Shares held by the Corporation as well as Certificate Shares will
be voted as each Participant directs. A proxy card will be sent to each
Participant in connection with the annual or any special meeting of
stockholders. This proxy will apply to all Certificate Shares registered in each
Participant's name, if any, as well as to all whole Plan Shares credited to each
Participant's account. If properly signed, all shares will be voted in
accordance with the instructions that each Participant gives on the proxy card.
If no instructions are indicated on a properly signed and returned proxy
card, all Certificate Shares, if any, and all whole Plan Shares, will be voted
in accordance with the recommendations of the Corporation's management. If the
proxy card is not returned or is returned unsigned, a Participant's shares will
be voted only if the Participant votes in person or through some other duly
authorized representative at the meeting of stockholders.
15. SALES AND TRANSFERS OF SHARES
Following the sale by a Participant of all Certificate Shares, there will be
no cash distributions to be reinvested for such Participant with respect to such
Certificate Shares. However, the cash distributions on any existing Plan Shares
will continue to be reinvested in additional Plan Shares until the Agent
receives notice acceptable to the Agent from the Participant to terminate the
reinvestment account. (See Section 12, "Withdrawal From The Plan.")
If a Participant sells part of the Certificate Shares registered in the
Participant's name, cash distributions on all remaining Certificate Shares
participating in the Plan will continue to be reinvested for the Participant's
account.
EXAMPLE: A Participant owns 500 shares of Common Stock and directs the
Corporation to reinvest the cash distributions of only 250. Cash distributions
on 250 shares will be sent to the Participant directly, and cash distributions
on 250 shares will be reinvested. The Participant then sells 100 shares of
Common Stock. The Participant will now receive cash distributions directly on
150 shares and cash distributions on the 250 shares will continue to be
reinvested.
The Corporation will terminate any stockholder's continued participation in
the Plan if the total of such stockholder's Certificate Shares and Plan Shares
is less than 100.
16. FEDERAL INCOME TAX CONSEQUENCES
A stockholder who participates in the Plan will have somewhat different
federal income tax obligations for cash distributions reinvested under the Plan
than for cash distributions received directly in cash. A Participant will be
treated as having received a cash distribution equal to the fair market value of
the Plan Shares purchased on the Distribution Payment Date. Therefore, because
shares purchased with reinvested cash distributions will be purchased for 95% of
their market price, the resulting taxable income will be
6
greater than the taxable income that would have resulted from the receipt of the
distribution in cash. A Participant's tax basis in the distribution shares will
be equal to the fair market value of the cash distribution shares credited to
the Participant's account. So long as the Corporation continues to qualify as a
REIT under the Internal Revenue Code of 1986, as amended (the "Code"), the
distribution will be taxable under the provisions of the Code applicable to
REITs and their stockholders, pursuant to which (i) distributions will be
taxable to stockholders as ordinary income to the extent of the current or
accumulated earnings and profits of the Corporation, (ii) distributions which
are designated as capital gain distributions by the Corporation will be taxed as
long-term capital gains to stockholders to the extent they do not exceed the
Corporation's net capital gain for the taxable year, (iii) distributions which
are not designated as capital gain distributions and which are in excess of the
Corporation's current or accumulated earnings and profits will be treated as a
return of capital to the stockholders and reduce the adjusted tax basis of a
stockholder's shares (but not below zero), and (iv) distributions treated as a
return of capital in excess of a stockholder's adjusted tax basis in its shares
will be treated as gain from the sale or exchange of such shares.
EXAMPLE: The Corporation makes a quarterly cash distribution which would
amount to $100 if the stockholder received it in cash. The stockholder is,
instead, a Participant in the Plan. The average of the daily average of the high
and low sales prices of the Corporation's Common Stock on the American Stock
Exchange on the Reinvestment Date is $14. The $100 cash distribution is
reinvested for the Participant in Plan Shares at $13.30 per share (95% of $14),
with 7.519 shares ($100 divided by $13.30) being credited to the Participant's
account. The fair market value of these 7.519 shares is $14 each, or $105.27.
For federal income tax purposes, the Corporation is deemed to have distributed
to the Participant and the Participant is to have received $105.27. This amount
will be the tax basis for the 7.519 distribution shares. If the full amount of
the distribution paid by the Corporation is a distribution of the current or
accumulated earnings and profits of the Corporation, then the Participant is
deemed to have a taxable dividend of $105.27; if only 50% of such distribution
is determined to be from the current or accumulated earnings and profits of the
Corporation, then $52.635 will be taxable as a distribution to the Participant
and the remaining $52.635 treated as return of capital or capital gain
distribution.
When a Participant receives certificates for Plan Shares previously credited
to the Participant's account under the Plan, the Participant will not realize
any taxable income; provided, however, that a Participant who receives a cash
adjustment for a fraction of a share may realize a gain or loss with respect to
such fraction. A gain or loss may also be realized by the Participant when Plan
Shares are sold by the Participant. The amount of such gain or loss will be the
difference between the amount which the Participant realizes for the shares or
fraction of a share and the tax basis of the Participant in the shares.
The Corporation will comply with all applicable Internal Revenue Service
("IRS") requirements concerning the filing of information returns, and such
information will be provided to the Participant by a duplicate of that form or
in a final statement of account for each calendar year. With respect to
Participants whose distributors are subject to Federal income tax withholding,
the Corporation will comply with all applicable IRS requirements concerning the
withholding of such tax, and the amount of any cash distribution reinvested
will, in each case, be after any reduction necessary to comply with the
applicable withholding.
The foregoing is only a summary of the federal income tax consequences of
participating in the Plan and does not constitute tax advice. Specific questions
should be referred to the Participant's tax advisor.
17. LIMITATIONS ON PARTICIPATION
The Corporation reserves the right to limit participation in the Plan for
any reason even if a stockholder is otherwise eligible to participate (See
Section 2, "Eligibility"). For example, some stockholders may be residents of
jurisdictions in which the Corporation determines that it may not legally or
economically offer its shares under the Plan, and accordingly, residents of such
jurisdictions may be precluded from participating in the Plan. In addition, the
Corporation has authority under its Articles of Incorporation to prevent
transfer of shares to any person if the concentration of stock ownership
resulting therefrom might jeopardize the continued qualification of the
Corporation as a REIT.
7
18. TERMINATION OR MODIFICATION OF THE PLAN
The Corporation reserves the right to terminate or modify the Plan at any
time with respect to the price to be charged for shares and the minimum and
maximum amount to be sold to any Participant or Participants, specifically
reserving the right to exclude any Participant for any reason, including such
Participant's ownership of Certificate Shares and Plan Shares falling below 100
shares and including a reason set forth in Section 17. The Corporation will
ordinarily give each Participant at least 30 days' notice of such termination or
modification of the price or other substantive provisions of the Plan. The
Corporation also reserves the right to waive the 100 share limit on eligibility
to participate, or other requirements of the Plan, in some cases without waiving
such limit or requirement generally.
Upon termination, no further reinvestment of cash distributions will be made
for a Participant's account, and Participants will receive stock certificates
for whole Plan Shares held in their accounts and checks for the net proceeds
from the sale of any fractional shares, as in the case of a voluntary withdrawal
by a Participant from the Plan. No modification of the Plan will affect a
Participant's right to receive such stock certificate for the Participant's
whole Plan Shares (and appropriate proceeds for any fractional share) upon a
Participant's withdrawal from the Plan.
The Corporation may also terminate the Plan when stockholder participation
in the Plan is below a minimum level of reinvestment that the Corporation may,
from time to time, establish as being uneconomic or inefficient to administer.
USE OF PROCEEDS
The Corporation has no basis for estimating either the number of shares of
Common Stock that will ultimately be sold pursuant to the Plan or the prices at
which such shares will be sold. The Corporation intends to add any proceeds it
receives from sales of shares pursuant to the Plan to the general funds of the
Corporation to be available for general corporate purposes, including, but not
limited to, the acquisition of additional properties as suitable opportunities
arise. The Corporation is unable to estimate the amount of the proceeds that
will be devoted to any specific purpose.
EXPERTS AND LEGAL OPINIONS
The consolidated financial statements of One Liberty Properties, Inc. and
Subsidiaries included in One Liberty Properties, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1995, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon, included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance on their report
given on their authority as experts in accounting and auditing.
The legality of the shares of Common Stock offered hereby will be passed
upon for the Corporation by Simeon Brinberg, Esq., counsel to the Corporation.
Mr. Brinberg is a Vice President of the Corporation.
8
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH THIS PROSPECTUS RELATES OR AN OFFER TO OR SOLICITATION OF
ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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TABLE OF CONTENTS
PAGE
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Available Information.......................... 2
Incorporation of Certain Documents By
Reference..................................... 2
The Corporation................................ 2
Distribution Reinvestment Plan................. 3
Use of Proceeds................................ 8
Experts And Legal Opinions..................... 8
ONE LIBERTY PROPERTIES, INC. DISTRIBUTION REINVESTMENT PLAN
---------------------
PROSPECTUS
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MAY 20, 1996
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PART II.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC registration fee............................................ $ 2,306.02
American Stock Exchange listing fee*............................ 10,000.00
Cost of printing*............................................... 10,000.00
Accounting fees*................................................ 2,500.00
Legal Fees*..................................................... 1,000.00
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Total....................................................... $25,806.02
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<FN>
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*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Corporation provide that each director,
officer and employee of the Corporation shall be indemnified by the Corporation
to the full extent permitted by the general laws of the State of Maryland as now
or hereafter in force. The Company's Articles of Incorporation also provide that
to the maximum extent that Maryland law in effect from time to time permits
limitation of the liability of directors and officers, no director or officer of
the Corporation shall be liable to the Corporation or its stockholders for money
damages. Under this provision, a stockholder will be entitled to recover money
damages against a director or officer of the Company, only if the stockholder is
able to prove that (a) the director or officer actually received an improper
benefit or profit in money, property or services or (b) the action or failure to
act by the director or officer was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceedings.
Article 5, Section 10 of the Corporation's By-Laws provides that to the
maximum extent permitted by Maryland law as in effect from time to time, the
Corporation shall indemnify, and shall pay or reimburse reasonable expenses in
advance of final disposition of a proceeding to any individual who is a present
or former director, officer, or employee of the Corporation or any individual
who serves or has served another corporation, partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director or officer of such
corporation or as a partner or trustee of such partnership, joint venture, trust
or employee benefit plan at the request of the Corporation.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in a
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 16. EXHIBITS
5 -- Opinion of Simeon Brinberg, Esq.
23(i) -- Consent of Simeon Brinberg, Esq. (included in Exhibit 5).
23(ii) -- Consent of Ernst & Young LLP, independent auditors.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering; and
(4) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Village of Great Neck, State of New York, on the 17th day of
May, 1996.
ONE LIBERTY PROPERTIES, INC.
(Registrant)
By: /s/ MATTHEW J. GOULD
-----------------------------------
Matthew J. Gould
PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Dated: , 1996
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURE TITLE DATE
- - ----------------------------------- -------------------- ----------------
/s/ FREDRIC H. GOULD
- - ----------------------------------- Chairman of the May 17, 1996
Fredric H. Gould Board
President and Chief
/s/ MATTHEW J. GOULD Executive Officer
- - ----------------------------------- (Principal May 17, 1996
Matthew J. Gould Executive Officer)
Vice President and
/s/ DAVID W. KALISH Chief Financial
- - ----------------------------------- Officer (Principal May 17, 1996
David W. Kalish Financial and
Accounting Officer)
/s/ JOSEPH AMATO
- - ----------------------------------- Director May 17, 1996
Joseph Amato
/s/ CHARLES BIEDERMAN
- - ----------------------------------- Director May 17, 1996
Charles Biederman
/s/ ARTHUR HURAND
- - ----------------------------------- Director May 17, 1996
Arthur Hurand
- - ----------------------------------- Director , 1996
Marshall Rose