SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NEW PLAN REALTY TRUST
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(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] 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.
(1) Amount Previously Paid:
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(4) Date Filed:
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Notes:
NEW PLAN REALTY TRUST
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
October 17, 1995
Dear Shareholder:
On behalf of the Board of Trustees, it is with great pleasure that I invite
you to the Annual Meeting of Shareholders of New Plan Realty Trust. It is one
of the few opportunities I have to meet with many of you personally. The
meeting will be held in the offices of Coopers & Lybrand L.L.P., 1301 Avenue
of the Americas, Second Floor, New York, New York on Wednesday, December 13,
1995 at 10:00 a.m.
At this important meeting, you are being asked to elect three Trustees and
approve several Amendments to the Declaration of Trust.
The Trust is one of the oldest publicly traded real estate investment
trusts. Your Board has determined that several changes need to be made to the
Declaration of Trust to modernize it in a manner consistent with certain
provisions of Declaration of Trusts of other recently launched REITs.
After careful review, and for the reasons set forth in the enclosed proxy
statement, the Board unanimously recommends that you vote FOR the proposed
Amendments.
Approval of each of the Amendments requires the affirmative vote of two-
thirds of the outstanding shares. Therefore, regardless of the number of
shares you own, your vote is very important.
Please take a minute to complete the enclosed proxy and mail it in the
postage-paid envelope provided.
If you have any questions, please feel free to call us, or call the firm of
MacKenzie Partners, Inc. which is assisting us with the solicitation of
proxies, at (800) 322-2885.
We appreciate your continued support of the Trust.
Sincerely,
/s/ William Newman
William Newman
Chief Executive Officer
and Chairman of the Board
NEW PLAN REALTY TRUST
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 13, 1995
----------------
The Annual Meeting of Shareholders of New Plan Realty Trust (the "Trust")
will be held on Wednesday, December 13, 1995, at 10:00 a.m., New York City
time, at the offices of
Coopers & Lybrand L.L.P.
1301 Avenue of the Americas, Second Floor
New York, New York 10019
for the following purposes:
(1) To elect three Trustees;
(2) To vote upon amendments to the Trust's Declaration of Trust relating to:
(a) the duration of the Trust;
(b) the Trust's ability to engage in certain transactions with its
affiliates;
(c) the size of the Board of Trustees of the Trust; and
(d) share ownership limitations; and
(3) To transact such other business as may properly come before the meeting
and any adjournments or postponements thereof.
The Board of Trustees has fixed October 16, 1995 as the record date for
determining the shareholders entitled to receive notice of and to vote at the
meeting.
Shareholders are cordially invited to attend the meeting in person.
SHAREHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY IN THE POSTPAID ENVELOPE PROVIDED. SHAREHOLDERS WHO ARE
PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXY AND VOTE IN PERSON, IF THEY SO
DESIRE.
By Order of the Board of Trustees
/s/ William Newman
WILLIAM NEWMAN
Chief Executive Officer and Chairman
of the Board
New York, New York
October 17, 1995
NEW PLAN REALTY TRUST
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
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PROXY STATEMENT
----------------
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 13, 1995
This Proxy Statement is furnished in connection with the solicitation by the
Board of Trustees (the "Board") of New Plan Realty Trust, a Massachusetts
business trust (the "Trust"), of proxies from the holders of the Trust's
issued and outstanding Shares of Beneficial Interest, without par value (the
"Common Shares"), to be used at the Annual Meeting of Shareholders to be held
at the offices of COOPERS & LYBRAND L.L.P., 1301 AVENUE OF THE AMERICAS,
SECOND FLOOR, NEW YORK, NEW YORK 10019, ON WEDNESDAY, DECEMBER 13, 1995 AT
10:00 A.M., NEW YORK CITY TIME, and at any adjournment(s) or postponement(s)
of such meeting (the "Annual Meeting"), for the purposes set forth in the
accompanying Notice of Annual Meeting. This Proxy Statement and the
accompanying Proxy Card are being mailed on or about October 31, 1995 to
shareholders of record of the Trust on October 16, 1995.
Management would appreciate if you would complete, date and sign the
accompanying Proxy Card and return it promptly to the Trust in the enclosed
envelope.
The Board has fixed the close of business on October 16, 1995 (the "Record
Date") as the record date for the determination of shareholders who are
entitled to notice of, and to vote at, the Annual Meeting. As of the Record
Date, the Trust had 53,437,421 Common Shares outstanding. A majority of the
outstanding Common Shares must be represented at the Annual Meeting in person
or by proxy to constitute a quorum for the transaction of business at the
Annual Meeting. Each Common Share is entitled to one vote on all matters.
Election of a Trustee will require the affirmative vote of a majority of the
Common Shares as of the Record Date present in person or by proxy at the
meeting and having the right to vote thereon. For purposes of the election of
Trustees, abstentions and broker non-votes will not be counted as votes cast
for the Board's nominees for Trustees and, therefore, will have the same
effect as votes cast against such nominees. Approval of each of the proposed
amendments (the "Amendments") to the Trust's Declaration of Trust, as amended,
as described in Proposals 2, 3, 4 and 5 herein, will require the affirmative
vote of two-thirds of all the Common Shares outstanding. For purposes of
voting on each Amendment, abstentions and broker non-votes will not be counted
as votes cast for the applicable Amendment, and, therefore, will have the same
effect as votes cast against the applicable Amendment. If a shareholder is a
participant in the Trust's Distribution Reinvestment and Share Purchase Plan,
the accompanying Proxy Card will list the number of Common Shares registered
in the participant's name under the plan.
As of the Record Date, MNOPF Trustees Limited (formerly Merchant Navy
Officers Pension Fund Trustees Limited) (the "British Fund") owned 4,483,954
Common Shares, which Common Shares represent approximately 8.4% of the
outstanding Common Shares; and Algemeen Burgerlijk Pensioenfonds (the "Dutch
Fund") owned 5,000,000 Common Shares, or approximately 9.4% of the outstanding
Common Shares (see "Security Ownership of Certain Beneficial Owners"). The
Dutch Fund and the British Fund, which hold an aggregate of approximately
17.8% of the outstanding Common Shares as of the Record Date, have agreed
that, subject to certain conditions, they will vote in favor of the Board's
nominees for Trustees and in favor of each of the Amendments. In addition, all
of the current Trustees and executive officers of the Trust, beneficial
holders collectively of approximately 6.18% of the outstanding Common Shares
(including exercisable options) as of the Record Date, have advised the Trust
that they each intend to vote in favor of the Board's nominees for Trustees
and in favor of each of the Amendments.
The Common Shares represented by all properly executed proxies returned to
the Trust will be voted at the Annual Meeting as indicated or, if no
instruction is given, in favor of the Board's nominees for Trustees and in
favor of each of the Amendments. As to any other business which may properly
come before the Annual Meeting, all properly executed proxies will be voted by
the persons named therein in accordance with their best judgment. Management
does not presently know of any other business which may come before the Annual
Meeting. Any person giving a proxy has the right to revoke it at any time
before it is exercised (a) by filing with the Secretary of the Trust a duly
signed revocation or a Proxy Card bearing a later date or (b) by electing to
vote in person at the Annual Meeting. Mere attendance at the Annual Meeting
will not serve to revoke a proxy.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND,
IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED AND THE DELIVERY OF THIS PROXY STATEMENT SHALL, UNDER NO
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE TRUST SINCE THE DATE OF THIS PROXY STATEMENT.
PROPOSAL ONE
ELECTION OF TRUSTEES
NOMINATION AND ELECTION OF THREE TRUSTEES
The Board currently consists of nine Trustees. The Trustees currently are
divided into three classes, consisting of three members whose terms expire at
this Annual Meeting, three members whose terms expire at the 1996 annual
meeting of shareholders and three members whose terms expire at the 1997
annual meeting of shareholders. At the Annual Meeting, three Trustees will be
elected, each to hold office for the term specified below and until his
successor is elected and qualified. The terms of William Newman, Arnold
Laubich and John Wetzler expire in 1997; and the terms of James Steuterman,
Norman Gold and Dean Bernstein expire in 1996. Melvin Newman, Raymond Bottorf
and Gregory White are nominees for Trustee, each to hold office for a term of
three years until the annual meeting of shareholders to be held in 1998.
Nominees for Election as Trustee
The following individuals are nominees for election as Trustees at the
Annual Meeting:
Melvin Newman, age 53, has been a Trustee of the Trust since 1983. From 1972
to 1982, he was Vice President and General Counsel of the Trust. Mr. Newman is
a private investor and is a nominee for a three year term expiring in 1998.
Raymond H. Bottorf, age 53, has been a Trustee of the Trust since 1991. He
is President and sole Director of U.S. Alpha, Inc., New York, New York, a
wholly-owned subsidiary of the Dutch Fund. Mr. Bottorf is a nominee for a
three year term expiring in 1998.
Gregory White, age 39, has been a Trustee of the Trust since 1994. Mr. White
is a founding partner and managing director of Schroder Mortgage Associates in
New York, New York, and has been associated with Schroder since 1992. From
1988 to 1992, he was a managing director of the Salomon Brothers Inc. real
estate finance department. Mr. White is a nominee for a three year term
expiring in 1998.
Other Trustees whose Terms of Office Continue after the Annual Meeting
Information concerning the other Trustees whose terms do not expire at the
Annual Meeting is set forth below.
Norman Gold, age 65, has been a Trustee of the Trust since its organization
in 1972. He has been active in the practice of law for 41 years and a partner
of the law firm of Altheimer & Gray for over 32 years. He is also a
2
trustee of Banyan Short Term Income Trust and Banyan Strategic Land Trust;
none of these entities are in any way related to or competitive with the
Trust.
James M. Steuterman, age 39, has been a Trustee of the Trust since 1990. He
has served as Executive Vice President of the Trust since October 1994. Mr.
Steuterman has been associated with the Trust since 1984 as a property
acquisition specialist, becoming Director of Acquisitions in 1986, a Vice
President in 1988 and a Senior Vice President in 1989.
Dean Bernstein, age 37, has been a Trustee of the Trust since 1992. He has
served as Vice President-- Administration and Finance of the Trust since
October 1994. He became an Assistant Vice President of the Trust in 1991 and
Vice President--Acquisitions in September 1993. From 1988 to 1991, Mr.
Bernstein was a Vice President in the Real Estate Group at Chemical Bank. Mr.
Bernstein is the son-in-law of William Newman.
William Newman, age 69, has been Chairman of the Board of the Trust since
1972. He served as President and Chief Executive Officer of the Trust's
predecessor corporation, New Plan Realty Corporation, from the corporation's
organization in 1961 through its reorganization into the Trust in July 1972,
and acted in such capacities for the Trust until 1988. In 1988, Mr. Newman
relinquished the title of President to Arnold Laubich, but retained the office
and responsibilities of Chief Executive Officer. Mr. Newman is a Certified
Public Accountant, and has been actively involved in real estate for 45 years.
He also is the past Chairman of the National Association of Real Estate
Investment Trusts.
Arnold Laubich, age 65, has been a Trustee of the Trust since 1988. He has
also been President and Chief Operating Officer of the Trust since August 1,
1988. From 1961 to 1972, he served as Executive Vice President of the Trust's
predecessor corporation. From 1972 until 1988, Mr. Laubich was President of
Dover Management Corporation, which managed the Trust's properties.
John Wetzler, age 49, has been a Trustee of the Trust since 1994. Mr.
Wetzler has been president of Nautica Retail U.S.A., Inc., a subsidiary of
Nautica Enterprises, Inc., the international men's apparel maker and marketer,
since July 1994. From December 1988 to June 1994 he was the Executive Vice
President of Nautica Retail U.S.A., Inc.
BOARD OF TRUSTEES' MEETINGS
During the Trust's fiscal year ended July 31, 1995, the Board held four
quarterly meetings and two special meetings and acted by unanimous written
consent on three additional occasions.
BOARD COMMITTEES
The Board has an Audit Committee and a Stock Option Committee. The Board
does not have a nominating committee or a compensation committee or a
committee performing the functions of a nominating or compensation committee;
the Trustees perform the functions of those committees. In July 1995, the
Board appointed a Special Compensation Committee consisting of Messrs.
Bottorf, Gold, Wetzler and White, the Trust's independent trustees, to examine
the existing compensation arrangements for Messrs. William Newman and Arnold
Laubich.
The Audit Committee is composed of Messrs. Norman Gold and Raymond H.
Bottorf. The Audit Committee recommends to the Board the selection of the
independent auditors to be employed by the Trust, reviews generally the
Trust's internal and external audit plans and the results thereof, and reviews
compliance with the Trust's policy on non-audit services provided by the
independent auditors. The Audit Committee met once during the fiscal year
ended July 31, 1995.
The Stock Option Committee consists of Messrs. William Newman, Norman Gold
and Arnold Laubich. The Stock Option Committee administers and interprets the
Trust's 1985 Incentive Stock Option Plan and 1991 Stock Option Plan and,
subject to the provisions of the respective plans, selects the officers and
employees who are to
3
participate in the respective plans and determines the terms of their options.
The Stock Option Committee meets from time to time during the year to grant
options if and when it deems appropriate. The Committee met four times during
the last fiscal year.
TRUSTEES' COMPENSATION
The Trustees of the Trust who are not employees of the Trust each received
$10,000 in annual Trustee fees and $500 per meeting. No fees are paid to
Trustees who are employees of the Trust. In addition, the Trust reimburses the
Trustees for travel expenses incurred in connection with their activities on
behalf of the Trust.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF MESSRS. MELVIN NEWMAN, BOTTORF AND WHITE AS TRUSTEES FOR A THREE YEAR TERM
EXPIRING IN 1998.
4
EXECUTIVE OFFICERS
The following information is provided with respect to the executive officers
of the Trust. Of the Trust's executive officers, each of Messrs. William
Newman, Arnold Laubich, James M. Steuterman and Dean Bernstein currently is a
Trustee. The Trust's executive officers serve at the discretion of the Board.
EXECUTIVE
NAME AGE OFFICE OFFICER SINCE
-------------------------------- --- ------------------------ -------------
William Newman...................... 69 Chairman of the Board 1961(1)
and Chief Executive
Officer
Arnold Laubich...................... 65 President and Chief 1988
Operating Officer
James M. Steuterman................. 39 Executive Vice President 1989
Steven F. Siegel.................... 35 General Counsel and 1991
Secretary
Leonard N. Cancell.................. 62 Senior Vice President 1988
William Kirshenbaum................. 59 Vice President and 1981
Treasurer
Dean Bernstein...................... 37 Vice President-- 1993
Administration and
Finance
Irwin E. Kwartler................... 68 Vice President 1982
Michael I. Brown.................... 53 Chief Financial Officer 1987
and Controller
Joseph Bosco........................ 46 Vice President 1993
- - --------
(1) Includes service as President and Chief Executive Officer of the Trust's
predecessor, New Plan Realty Corporation.
See "Election of Trustees" for a summary of the principal occupation and
relevant business experience of each executive officer who is also a Trustee.
Mr. Siegel joined the Trust as General Counsel and Secretary in October 1991.
From 1985 to 1991, Mr. Siegel was an associate at the law firm of Miro, Miro &
Weiner. Mr. Brown has been Controller of the Trust since 1987 and Chief
Financial Officer since 1991. Mr. Bosco became Vice President of the Trust in
August 1993. From September 1992 to July 1993, Mr. Bosco was an Assistant Vice
President of the Trust. From 1983 to 1992, Mr. Bosco was a Regional Property
Manager of the Trust. Messrs. Cancell, Kirshenbaum and Kwartler have each held
the respective positions set forth above for more than the past five years.
5
EXECUTIVE COMPENSATION
CASH COMPENSATION
The following table sets forth certain information with respect to the cash
compensation and all other compensation paid by the Trust, as well as stock
options granted by the Trust, to Mr. William Newman, the Trust's Chief
Executive Officer, and the Trust's four most highly compensated executive
officers other than the Chief Executive Officer (collectively, the "Named
Officers") for the fiscal years ended July 31, 1995, 1994 and 1993:
ANNUAL LONG TERM
COMPENSATION COMPENSATION
----------------- ------------ ALL OTHER
SALARY BONUS OPTIONS COMPENSATION(1)
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- - --------------------------- ---- -------- -------- ------------ ---------------
William Newman, CEO........ 1995 $340,553 $ 75,000 -- $133,216
1994 $340,553 $ 75,000 -- $133,568
1993 $340,553 -- -- $ 6,988
Arnold Laubich, President.. 1995 $365,553 $100,000 -- $ 4,500
1994 $350,650 $ 75,000 -- $ 5,568
1993 $340,553 -- -- $ 6,988
James M. Steuterman,
Executive Vice President.. 1995 $169,904 $ 20,000 9,500 $ 4,500
1994 $133,750 $ 15,000 5,000 $ 4,500
1993 $116,300 -- 15,000 $ 3,489
Steven F. Siegel, General
Counsel and Secretary..... 1995 $136,846 $ 17,500 1,000 $ 4,500
1994 $121,796 $ 15,000 10,000 $ 4,103
1993 $107,993 -- 20,000 $ 3,240
William Kirshenbaum, Vice
President and Treasurer... 1995 $127,489 $ 33,500 2,500 $ 4,500
1994 $122,000 $ 12,000 5,000 $ 4,020
1993 $115,000 -- -- $ 3,450
- - --------
(1) Includes the 401(k) Plan contribution for officers and, with respect to
fiscal 1995 and fiscal 1994, includes the amount by which premiums
exceeded the increase in cash surrender value for split dollar life
insurance for the CEO. The annual premiums paid are $150,000. Excludes
certain other personal benefits, the total value of which was less than
the lesser of $50,000 or ten percent of the total salary and bonus paid or
accrued by the Trust for services rendered by each officer during the
fiscal year indicated.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to options
granted to the Named Officers during the fiscal year ended July 31, 1995:
POTENTIAL
REALIZABLE VALUE
AT ASSUMED RATES
EXERCISE OF STOCK PRICE
% OF TOTAL PRICE APPRECIATION FOR
OPTIONS OPTIONS GRANTED PER OPTION TERM
GRANTED TO EMPLOYEES IN SHARE EXPIRATION ----------------
NAME (#) FISCAL YEAR ($) DATE 5%(1) 10%(1)
- - ----------------------- ------- --------------- -------- ---------- ------- --------
James Steuterman,
Executive Vice
President............. 7,500 2.7% $22.00 05/26/02 $67,172 $156,538
2,000 0.7% $20.75 08/05/01 $16,895 $ 39,372
Steven F. Siegel,
General Counsel and
Secretary............. 1,000 0.6% $22.00 05/26/02 $ 8,956 $ 20,872
William Kirshenbaum,
Vice President and
Treasurer............. 2,500 0.9% $22.00 05/26/02 $22,391 $ 52,179
- - --------
(1) The 5% and 10% rates of appreciation were set by the Securities and
Exchange Commission and are not intended to forecast future appreciation,
if any, of the Trust's Common Shares.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth certain information with respect to the
option exercises during the fiscal year ended July 31, 1995, and the
unexercised options held as of the end of such fiscal year, by the Named
Officers:
VALUE OF UNEXERCISED IN-
NUMBER OF UNEXERCISED THE-
SHARES OPTIONS AT FISCAL MONEY OPTIONS AT FISCAL
ACQUIRED ON VALUE YEAR-END (#) YEAR-END ($)(1)
EXERCISE REALIZED ------------------------- -------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------------ ----------- -------- ----------- ------------- ----------- -------------
William Newman, CEO..... -- -- 325,000 325,000 $934,375 $934,375
Arnold Laubich,
President.............. -- -- 329,000 326,000 $955,375 $939,625
James M. Steuterman,
Executive Vice
President.............. -- -- 23,400 31,100 $ 61,650 $ 32,225
Steven F. Siegel,
General Counsel and
Secretary.............. -- -- 16,000 25,000 $ 5,875 $ 12,250
William Kirshenbaum,
Vice President and
Treasurer.............. -- -- 7,000 10,500 -- --
- - --------
(1) Based upon a closing price per share of $21.75 on July 31, 1995.
TRUSTEES' REPORT ON EXECUTIVE COMPENSATION
The Board does not have a compensation committee; thus, it is the duty of
the entire Board to review compensation plans, programs and policies and to
monitor the performance and compensation of executive officers, including the
Named Officers, and other key employees. In July 1995, the Board appointed a
Special Compensation Committee consisting of Messrs. Bottorf, Gold, Wetzler
and White, the Trust's independent trustees, to examine the existing
compensation arrangements for Messrs. William Newman and Arnold Laubich.
The Board has implemented compensation policies, plans and programs which
seek to enhance the profitability of the Trust, and thus shareholder value, by
aligning closely the financial interests of the Trust's senior managers with
those of its shareholders. The Trust's overall objectives are to attract and
retain the best possible executive talent, to motivate these executives to
achieve the goals inherent in the Trust's business strategy, to link executive
and shareholder interests through performance goals and equity based plans,
and
7
finally to provide a compensation package that recognizes individual
contributions as well as overall business results.
In furtherance of these goals, the Board has compared the Trust to a
selected group of real estate investment trusts ("REITs") that compete in the
Trust's shopping center and garden apartment business, which the Board
believes represent the Trust's most direct competitors for executive talent.
There are six REITs in that comparison group. Based on the relative size of
the Trust in comparison with the peer group, the Board positions executive
base salaries below the average level of base salaries paid to executive
officers of the peer group. The Trust also relies on Common Share options as
incentive compensation and may in the future seek to implement other long term
incentive plans. Incentive compensation plans that may be developed in the
future would have some relationship to corporate and individual performance in
a manner that encourages a sharp and continuing focus on building
profitability and shareholder value.
The Board conducts a full review of the Trust's executive compensation
program each year. This review includes a comparison of the Trust's executive
compensation, corporate performance, Common Share appreciation and total
return to shareholders to the peer group. The Trustees also review, on an
annual basis, the selection of peer REITs used for compensation analysis. The
peer group used for compensation analysis has not necessarily been the same as
the peer group index in the Performance Graph included in this Proxy
Statement. The Board believes that the Trust's most direct competitors for
executive talents are not necessarily all of the companies that would be
included in a peer group established for comparing shareholder returns.
The key components of the Trust's executive compensation consist of base
salary, annual bonus and Common Share options. The Board's policies with
respect to each of these components are discussed below. In determining
compensation, the Board takes into account the individual's full compensation
package, including insurance and other benefits, as well as the components
described below. In this regard, it should be noted that the Trust currently
has a 401(k) retirement plan covering substantially all officers and employees
of the Trust. The 401(k) plan permits participants to defer up to a maximum of
10% of their compensation, and the Trust may, at the discretion of the Board,
make a voluntary contribution to the plan participants. For the last 401(k)
plan year (1994), the contribution by the Trust was equal to 3% of each
employee's eligible compensation. For the year ended July 31, 1995, the
Trust's contribution to the retirement plan allocated to the Chief Executive
Officer was $4,500.
BASE SALARIES
Base salaries for executive officers are determined by evaluating the
responsibilities of the position held and the experience of the individual,
and by reference to the competitive marketplace for executive talents,
including a comparison to base salaries for comparable positions in the peer
group. The base salaries currently are intended to be fixed at the average
level of base salaries paid to executive officers with comparable
qualification, experience and responsibilities at other REITs in the
comparison peer group.
Annual salary adjustments will be determined by evaluating the performance
of the Trust and of each executive officer, and also taking into account new
responsibilities, increases in pay levels of competitors, and such other
matters as the Board may deem appropriate. The Board will, where appropriate,
also consider non-financial performance achievements by the Trust and its
employees.
During the fiscal year ended July 31, 1995, William Newman, the Trust's
Chief Executive Officer, received a base salary of $340,553, which is equal to
the base salary paid to Mr. Newman in the previous fiscal year. In determining
the base salary paid to Mr. Newman, the Board took into consideration his
experience and stature in the real estate community, the base salaries paid to
chief executive officers in the comparison peer groups, and the Trust's
earnings and returns on shareholder equity.
ANNUAL BONUS
All of the Trust's executive officers (including the Named Officers) are
eligible for an annual cash bonus. In determining the amount of annual cash
bonuses, if any, to be paid to executive officers, the Board, at the end
8
of each fiscal year, reviews the performance of the Trust and, if appropriate,
the Common Shares, during such fiscal year, and non-financial performance
measures such as the respective executive's performance, effort and role in
promoting the long-term strategic growth of the Trust, as well as such other
matters as the Board may deem appropriate. Generally, an executive officer who
is a Board member will abstain from consideration of and voting on any bonus
payable to him. The Trust's Chief Executive Officer, William Newman, received
an annual bonus of $75,000 for the fiscal year 1995.
SHARE OPTIONS
Under the Trust's 1985 Incentive Stock Option Plan and the 1991 Stock Option
Plan (collectively, the "Plans"), both of which were approved by shareholders,
options to purchase Common Shares may be granted to the Trust's employees,
including the Named Officers. The Plans are administered by the Stock Option
Committee. Awards will be based on, among other things, a review of
compensation data from the peer company group, information on the optionee's
total compensation, the optionee's expected future contributions to the
Trust's achievement of its long-term performance goals and the Trust's
dependence on the optionee's efforts.
The Trust believes that significant equity interests in the Trust held by
management align their interests with those of the shareholders. Common Share
options generally are granted with an exercise price equal to the market price
of the Common Shares on the date of grant and vest pursuant to schedules set
in the grants. Generally, options are not exercisable until at least one year
from the date of grant, and thereafter are exercisable only as a percentage of
the total number of Common Shares covered by the options, which generally
begins at 20% during the second year and increases by 20% per year thereafter,
although the Board has authority to accelerate the 20% per year exercise
limitation. The Board believes that the vesting schedule gives executives the
incentive to create shareholder value over the long term, because the full
benefit of the compensation package cannot be realized unless Common Share
price appreciation occurs over a number of years. In fiscal 1995, no options
were granted under the Plans to the Trust's Chief Executive Officer.
CONCLUSION
Through the policies described above, a very significant portion of the
Trust's executive compensation is linked to individual and corporate
performance. However, the changes of the business cycle from time to time may
result in an imbalance for a particular period.
The foregoing report has been furnished by the Board.
October 17, 1995
Dean Bernstein William Newman
Raymond H. Bottorf James M. Steuterman
Norman Gold John Wetzler
Arnold Laubich Gregory White
Melvin Newman
9
SHARE PRICE PERFORMANCE GRAPH
The following table compares the cumulative total shareholder return on the
Common Shares for the period commencing August 1, 1990 through July 31, 1995
with the cumulative total return on the Standard & Poor's 500 Stock Index (the
"S&P 500") and the NAREIT All REIT Total Return Index(1) (the "NAREIT Index")
over the same period. Total return values for the S&P 500, the NAREIT Index and
the Common Shares were calculated based on cumulative total return assuming the
investment of $100 in the S&P 500, NAREIT Index and the Common Shares on August
1, 1990, and assuming reinvestment of dividends. The Trust believes that this
information demonstrates that the compensation earned by its executive officers
compares very favorably to the Trust's shareholder value. The shareholder
return shown on the graph below is not indicative of future performance.
Note: The performance graph has been intentionally omitted from this Edgar
filing pursuant to Rule 304 of Regulation S-T. The information contained in the
performance graph is set forth below in tabular form. Pursuant to Rule 304 of
Regulation S-T, a paper format copy of the performance graph is being filed with
the Securities and Exchange Commission.
[GRAPH APPEARS HERE]
Measurement period MAREIT:
(Fiscal year Covered) New Plan ALL REITS S&P 500
- - --------------------- -------- --------- -------
Measurement PT -
1990 $ 100.0 $ 100.0 $ 100.0
FYE 1991 $ 121.3 $ 112.1 $ 120.1
FYE 1992 $ 143.0 $ 125.8 $ 135.4
FYE 1993 $ 159.2 $ 148.1 $ 147.3
FYE 1994 $ 152.4 $ 154.3 $ 154.9
FYE 1995 $ 159.3 $ 164.6 $ 195.3
- - --------
(1) The NAREIT All REIT Total Return Index (consisting of 219 companies with a
total market capitalization of approximately $50.8 billion) is maintained
by the National Association of Real Estate Investment Trusts, Inc. and is
only published monthly based on the last closing prices of the preceding
month.
10
TRANSACTIONS WITH TRUSTEES AND EXECUTIVE OFFICERS
Norman Gold is a partner in the law firm of Altheimer & Gray. His firm has
rendered various legal services to the Trust during the past fiscal year and
is continuing to render legal services to the Trust.
John Wetzler is the president of Nautica Retail U.S.A., Inc., affiliates of
which are tenants at some of the Trust's properties.
The following loans were made by the Trust over a number of years primarily
to assist the officers in their purchase of shares of the Trust. Such loans
are unsecured except as specifically noted. At July 31, 1995, Arnold Laubich,
President and Chief Operating Officer, was indebted to the Trust in the
aggregate amount of $445,000. The amount owed is represented by a $100,000
demand note bearing interest at 5% per annum and a $345,000 demand note
bearing interest at 6% per annum. At July 31, 1995, William Kirshenbaum, Vice
President and Treasurer of the Trust, was indebted to the Trust in the
aggregate amount of $436,892. The amount owed is represented by (i) four notes
in the aggregate of $181,642, each bearing interest at 5% per annum and due
July 1, 1996, (ii) two demand notes in the aggregate amount of $17,000 bearing
interest at 8.375% per annum, (iii) a $170,000 note bearing interest at 6% per
annum and due January 1, 1997 (which is collateralized by a condominium unit),
and (iv) a $68,250 demand note bearing interest at 5% per annum. At July 31,
1995, Leonard Cancell, Senior Vice President, was indebted to the Trust in the
aggregate amount of $349,941. The amount owed is represented by (i) an $87,750
note bearing interest at 5% per annum and due July 1, 1996, (ii) a $70,875
demand note bearing interest at 5% per annum, (iii) a $77,566 demand note
bearing interest at 6% per annum, and (iv) a $113,750 demand note bearing
interest at 5% per annum. At July 31, 1995, James M. Steuterman, Executive
Vice President and Trustee, was indebted to the Trust in the aggregate amount
of $341,130. The amount owed is represented by (i) a $175,500 note bearing
interest at 5% per annum and due July 1, 1996, (ii) a $68,040 demand note
bearing interest at 5% per annum, (iii) a $51,960 demand note bearing interest
at 6% per annum, and (iv) a $45,630 note bearing interest at 5% per annum and
due July 1, 1997. At July 31, 1995, Irwin Kwartler, a Vice President, was
indebted to the Trust in the aggregate amount of $206,158. The amount owed is
represented by (i) an $8,775 note bearing interest at 5% per annum and due
July 1, 1996, (ii) an $83,633 demand note bearing interest at 5% per annum,
and (iii) a $113,750 demand note bearing interest at 5% per annum. At July 31,
1995, Dean Bernstein, a Vice President and Trustee, was indebted to the Trust
in the amount of $95,062, represented by a note bearing interest at a rate of
5% per annum. His wife, Debbie Bernstein, was indebted to the Trust at July
31, 1995 in the aggregate amount of $84,613. The amount owed is represented by
(i) an $18,000 demand note bearing interest at 8% per annum, (ii) a $49,613
demand note bearing interest at 5% per annum, and (iii) a $17,000 demand note
bearing interest at 8.375% per annum. At July 31, 1995, Joseph Bosco, a Vice
President, was indebted to the Trust in the aggregate amount of $136,786. The
amount owed is represented by (i) an $8,505 demand note bearing interest at 5%
per annum, (ii) an $8,775 note bearing interest at 5% per annum and due July
1, 1996, (iii) a $9,506 note bearing interest at 5% per annum and due July 1,
1997, (iv) a $17,000 demand note bearing interest at 8.375% per annum, (v) an
$84,000 demand note bearing interest at 6% per annum, and (vi) a $9,000 demand
note bearing interest at 8% per annum. At July 31, 1995, Steven F. Siegel,
General Counsel and Secretary, was indebted to the Trust in the aggregate
amount of $111,881. The amount owed is represented by (i) a $9,506 note
bearing interest at 5% per annum per annum and due July 1, 1997, and (ii) a
$102,375 demand note bearing interest at 5% per annum.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Trust does not have a compensation committee, consequently, the Board
performs the functions of such committee. However, it should be noted that the
amount of compensation to be paid by the Trust to each of its Trustees and
officers and their terms of employment for the year ended July 31, 1995 were
determined primarily by Messrs. William Newman and Arnold Laubich, each of
whom serves both as a Trustee and as an executive officer of the Trust. In
July 1995, the Board appointed a special Compensation Committee consisting of
Messrs. Bottorf, Gold, Wetzler and White, the Trust's independent trustees, to
examine the existing compensation arrangements for Messrs. William Newman and
Arnold Laubich. In addition, the number of options to be granted to the
Trustees and employees of the Trust under the terms of the Plans for the year
ended July 31, 1995 were
11
determined by the Plans' administrators which are Messrs. William Newman,
Arnold Laubich and Norman Gold. Nevertheless, the Trust believes that the
compensation paid by it to the Trustees and officers of the Trust in the year
ended July 31, 1995, including that paid to Messrs. William Newman and Arnold
Laubich, is reasonable in comparison to that paid by other REITs similar to
the Trust. To the Trust's knowledge, there were no other interrelationships
involving the Trustees or executive officers of the Trust or compensation
decisions requiring disclosure in this Proxy Statement.
SECURITY OWNERSHIP OF TRUSTEES AND EXECUTIVE OFFICERS
The following table sets forth as of October 16, 1995, certain information
as to the beneficial ownership of the Trust's Common Shares, including Common
Shares as to which a right to acquire ownership exists (for example, through
the exercise of Common Share options) within the meaning of Rule 13d-3(d)(1)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
to (a) the Trustees and nominees for election as Trustees, (b) the Named
Officers and (c) all Trustees and executive officers as a group. As required
by applicable Securities and Exchange Commission Rules, information is given
with respect to the Common Shares beneficially owned by the Named Officers,
but individual information with respect to beneficial ownership by each of the
other executive officers of the Trust is not given.
AMOUNT AND NATURE
NAME AND BUSINESS ADDRESS(1) OF BENEFICIAL OWNERSHIP(2) PERCENT OF CLASS
- - ----------------------------------- ------------------------- ----------------
William Newman..................... 1,652,345(3) 3.07%
Arnold Laubich..................... 652,894(4) 1.21%
James M. Steuterman................ 47,348(5) (6)
Melvin Newman...................... 666,318(7) 1.25%
Norman Gold........................ 10,899 (6)
Dean Bernstein..................... 39,701(8) (6)
Raymond H. Bottorf................. 3,400(9) (6)
John Wetzler....................... 2,200(10) (6)
Gregory White...................... 3,400(11) (6)
Steven F. Siegel................... 24,610(12) (6)
William Kirshenbaum................ 57,908(13) (6)
All Executive Officers and Trustees
as a Group (15 individuals)....... 3,349,371 6.18%
- - --------
(1) The business address of each person is 1120 Avenue of the Americas, New
York, New York 10036.
(2) Unless otherwise indicated, the person has sole voting and investment
power with respect to such Common Shares.
(3) Includes 39,627 Common Shares owned by Mr. Newman's wife, 6,090 Common
Shares held by Mr. Newman as custodian for his grandchildren and 52,500
Common Shares held by a family charitable foundation, as well as 325,000
Common Shares which Mr. Newman has the right to acquire upon exercise of
share options. Mr. Newman disclaims any beneficial interest in the Common
Shares held for his grandchildren and by the family charitable
foundation.
(4) Includes 40,370 Common Shares owned by Mr. Laubich's wife, 28,273 Common
Shares held jointly with his wife (as to which Common Shares Mr. Laubich
shares voting and investment power), and 14,791 Common Shares held by his
wife and adult daughter jointly, as well as 329,000 Common Shares which
Mr. Laubich has the right to acquire upon exercise of share options. Mr.
Laubich disclaims any beneficial interest in the Common Shares held
jointly by his wife and daughter.
(5) Includes 1,827 Common Shares held jointly with Mr. Steuterman's wife (as
to which Common Shares Mr. Steuterman shares voting and investment
power), 1,036 Common Shares held by Mr. Steuterman as custodian for his
children, and 28,400 Common Shares which Mr. Steuterman has the right to
acquire upon exercise of share options.
(6) Amount owned does not exceed 1% of class.
12
(7) Includes 23,547 Common Shares owned by Mr. Newman's wife, 27,780 Common
Shares held by one of Mr. Newman's children and 49,750 Common Shares held
by The Morris and Ida Newman Family Foundation (the "Foundation"), of
which Mr. Newman is the trustee, as well as 400 Common Shares which Mr.
Newman has the right to acquire upon exercise of share options. Mr.
Newman disclaims any beneficial interest in the Common Shares held by
such child and the Common Shares held by the Foundation.
(8) Includes 21,064 Common Shares owned by Mr. Bernstein's wife, 1,740 Common
Shares held jointly with his wife (as to which Common Shares Mr.
Bernstein shares voting and investment power), and 11,400 Common Shares
which Mr. Bernstein has the right to acquire upon the exercise of share
options.
(9) Represents 3,400 Common Shares which Mr. Bottorf has the right to acquire
upon the exercise of share options. Does not include the 5,000,000 Common
Shares owned by the Dutch Fund.
(10) Includes 500 Common Shares owned by Mr. Wetzler's wife and 100 shares
owned by Mr. Wetzler's son, as well as 1,400 Common Shares which Mr.
Wetzler has the right to acquire upon exercise of share options. Mr.
Wetzler disclaims any beneficial interest in the Common Shares held by
his son.
(11) Represents 1,000 Common Shares held jointly with his wife (as to which
Common Shares Mr. White shares voting and investment power) and 1,000
Common Shares held by Mr. White as custodian for his children, as well as
1,400 Common Shares which Mr. White has the right to acquire upon
exercise of share options.
(12) Includes 19,000 Common Shares which Mr. Siegel has the right to acquire
upon the exercise of share options.
(13) Includes 3,833 Common Shares held jointly with Mr. Kirshenbaum's adult
children (as to which Common Shares Mr. Kirshenbaum shares voting and
investment power), 1,740 Common Shares held by Mr. Kirshenbaum as
custodian for his minor children, and 7,000 Common Shares which Mr.
Kirshenbaum has the right to acquire upon exercise of share options. Mr.
Kirshenbaum disclaims any beneficial interest in the Common Shares held
for his minor children.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the beneficial
ownership of the Common Shares, including Common Shares as to which a right of
ownership exists (for example, through the exercise of Common Share options)
within the meaning of Rule 13d-3(d)(1) under the Exchange Act, by persons
known by the Trust to own beneficially more than five percent of the Common
Shares outstanding as of the Record Date:
AMOUNT AND NATURE
NAME AND BUSINESS ADDRESS OF BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
- - ------------------------------------ -------------------------- ----------------
MNOPF Trustees Limited.............. 4,483,954 8.4%
Ashcombe House
The Crescent
Leatherhead, Surrey KT22 8LQ
England
Algemeen Burgerlijk Pensioenfonds... 5,000,000 9.4%
Oude Lindestraat 70
Correspondentieadres,
postbus 2980,
6401 DL Heerlen
The Netherlands
- - --------
(1) Unless otherwise indicated, the person has the sole voting and investment
power with respect to such Common Shares.
13
The British Fund and the Dutch Fund have agreed that until December 31,
2001, and December 24, 2001, respectively, they will vote their Common Shares
in favor of management's nominees to the Board. The Dutch Fund's agreement
requires that a specified degree of continuity exist in the Trust's
management. Additionally, the Trust has agreed to include among management's
nominees to the Board one person designated by the Dutch Fund so long as the
Dutch Fund owns at least 9.9% of the outstanding Common Shares (on the Record
Date, the Dutch Fund's ownership percentage was approximately 9.4% of the
outstanding Common Shares).
Pursuant to the agreement between the Trust and the Dutch Fund, the Dutch
Fund has agreed that, until January 10, 2006, it will not acquire Common
Shares which would bring its holdings in excess of 15% of the outstanding
Common Shares, provided that a degree of continuity exists in the Trust's
management. The continuity requirement provides that a majority of the Trust's
Board shall consist of "Continuing Trustees" (who are defined as Trustees who
either were Trustees on January 10, 1991 or whose nomination at any time
thereafter is approved by a majority of Continuing Trustees) and that a
majority of the Trust's executive officers consist of officers who have been
executive officers for at least two years or who are elected to their office
by a majority of Continuing Trustees. The Dutch Fund has also agreed that
except under certain specified circumstances it will not sell or transfer any
of its Common Shares without the Trust's consent prior to January 10, 2001.
In the event the Trust issues additional Common Shares for cash at a time
when the Dutch Fund owns at least 9.9% of the outstanding Common Shares, such
fund has the right to maintain its percentage of ownership in the Trust by
purchasing from the Trust additional Common Shares at the same price as was
paid by such purchaser, less an amount equal to underwriter's commissions, if
any.
The Dutch Fund also has agreed that so long as the degree of continuity is
maintained it will vote its Common Shares in the manner recommended by the
Trust's Board on any proposal presented by the Board to the Trust's
shareholders until January 10, 1996 (unless such vote would adversely affect
the Dutch Fund's Common Shares other than pro rata in proportion to all of the
Trust's outstanding Common Shares).
The British Fund has agreed to vote all Common Shares owned by it at the
time it executes its proxy in favor of each of the Amendments.
COMPLIANCE WITH SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires that the Trust's officers and
Trustees, and persons who own more than 10% of a registered class of the
Trust's equity securities, file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, Trustees and greater
than 10% shareholders are required by regulation of the Securities and
Exchange Commission to furnish the Trust with copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received by it,
and/or written representations from certain reporting persons that no Forms 5
were required for those persons, the Trust believes that, during the fiscal
year ended July 31, 1995, all Section 16 filing requirements applicable to its
officers, Trustees and greater than 10% beneficial owners were complied with.
14
PROPOSALS RELATING TO
AMENDMENTS TO THE TRUST'S DECLARATION OF TRUST
The Trust's Declaration of Trust (the "Original Declaration" and as amended,
the "Declaration") was entered into in 1972. The Declaration has been amended
at various times in many respects by Amendments #1 through #10, most recently
in 1988. Since then, many publicly owned REITs have been formed with more
modern charter documents, reflecting current methods of structuring and
operating REITs. At the Annual Meeting, the shareholders of the Trust will be
asked to consider and act upon four proposals to amend various provisions of
the Declaration in order to modernize such provisions. More specifically, the
Amendments will provide the Trust with, among other things:
(i) a perpetual existence;
(ii) an enhanced ability to attract and retain qualified officers and
Trustees;
(iii) an increase in the size of the Board of Trustees; and
(iv) a specific limitation on share ownership to help ensure that the
Trust maintains its qualification as a REIT and retains the benefits of
being taxed as a REIT.
The text of the Amendments is set forth in Appendix I and this summary is
qualified in its entirety by reference thereto.
Adoption of any one of the Amendments is not contingent upon adoption of any
of the other Amendments. Accordingly, each Amendment shall be voted upon
separately.
PROPOSAL TWO
AN AMENDMENT RELATING TO THE DURATION OF THE TRUST
Current Declaration Provisions
The Declaration provides that the Trust shall terminate upon the earlier of
(i) the affirmative vote of the holders of 66 2/3% of the outstanding Shares
(as defined in the Declaration) having the right to vote thereon or (ii) the
expiration of 20 years after the death of the last survivor of the initial
Trustees and certain specified individuals.
Proposed Changes to the Declaration
The Amendment will provide that the Trust shall have a perpetual existence
and may only be terminated upon the affirmative vote of the holders of 66 2/3%
of the outstanding Shares having the right to vote thereon.
Reasons for the Proposed Changes
The Board believes that it is in the best interest of the Trust and its
shareholders that the termination of the existence of the Trust should be
accomplished by an affirmative act of the shareholders, as is the case in most
publicly owned REITs, and not by the mere passage of time.
15
PROPOSAL THREE
AN AMENDMENT RELATING TO CERTAIN TRANSACTIONS WITH AFFILIATES
Current Declaration Provisions
The Declaration provides that the Trust may not, directly or indirectly,
make any loan to, acquire any property from, or transfer any property to, any
Trustee, officer, employee or other affiliate of the Trust (collectively, the
"Affiliates"), except pursuant to transactions that (a) are fair and
reasonable to the shareholders, (b) have been approved by a majority of the
Trustees, including a majority of the Trustees who are disinterested in the
matter, and (c) relate to acquisitions by the Trust of certain mortgages on
certain specified terms or acquisitions by the Trust of other property at
prices not exceeding the fair value thereof as determined by an appraisal. The
Declaration also prohibits the Trust from entering into any transaction with
any Trustee, investment advisor, officer or employee of the Trust, contrary to
the obligations imposed upon fiduciaries by courts having equity power.
Proposed Changes to the Declaration
The Amendment will provide, in lieu of certain existing provisions of the
Declaration, that without the approval of a majority of the disinterested
Trustees, the Trust will not engage in any such transactions with Affiliates.
Each such transaction must in all material respects be on such terms as are
fair and reasonable to the Trust at the time of the transaction.
Reasons for the Proposed Changes
The Board believes that the Amendment will provide the Trust and its
shareholders with continued protection against any improper self-dealings by
the Trust's insiders, and provide the Trust with greater flexibility in the
type of incentive compensation and rewards that it can offer to its Trustees,
officers and employees and the dealings it can have with its Affiliates.
In addition, the Board believes that these provisions remove certain
ambiguous standards and are consistent with and no broader than the
corresponding provisions contained in the charter documents of most publicly
owned REITs.
Currently, there are no transactions with Affiliates, except for certain
loans made without explicit authorization under the Declaration to Trustees,
officers and employees, generally to enable such persons to purchase Shares.
The Trust believes that by assisting Trustees, officers and employees in
acquiring Shares, it is more closely aligning the financial interests of such
persons with those of its shareholders. For a discussion of certain of these
loans, see the section entitled "Transactions with Trustees and Executive
Officers" contained elsewhere in this Proxy Statement. The Amendment will
enable the Board to continue to make such loans, as authorized by and in
accordance with the Amendment.
16
PROPOSAL FOUR
AN AMENDMENT RELATING TO THE SIZE OF THE BOARD OF TRUSTEES
Current Declaration Provision
The Declaration provides that the number of Trustees shall not be less than
five nor more than nine.
Proposed Change to the Declaration
The Amendment will provide that the number of Trustees shall not be less
than five nor more than 15.
Reasons for the Proposed Change
The Board believes that the Amendment to increase the size of the Board is
desirable and in the best interest of the Trust and its shareholders because
it enables the Trust to obtain the insight and business experience of more
Trustees and have a more diversified Board. The Trust has no current plans to
increase the size of the Board.
PROPOSAL FIVE
AN AMENDMENT RELATING TO SHARE OWNERSHIP LIMITATIONS
Current Declaration Provisions
The Declaration imposes certain restrictions on the ownership and
transferability of Shares in order to maintain the Trust's qualification as a
REIT under the Internal Revenue Code of 1986, as amended (the "Code"). The
Declaration provides that if two-thirds ( 2/3) of the Board determines that
ownership of Shares has become, or that there is a substantial possibility
that it may become, concentrated to an extent which would prevent the Trust
from continuing to be qualified as a REIT, then the Board in order to enable
the Trust to continue to qualify as a REIT under the Code, may redeem a
sufficient number of Shares or prohibit the transfer of Shares.
In addition, the Declaration provides that if a shareholder has knowledge
that he owns, directly or indirectly, together with certain related persons,
5,000 or more Shares, such shareholder must notify the Trust in writing of
such fact and must similarly notify the Trust of any subsequent acquisition of
Shares.
Furthermore, the Declaration provides that certificates representing Shares
must be legended to reflect certain of the Declaration's provisions relating
to share ownership limitations.
Proposed Changes to the Declaration
The Amendment will clarify the restrictions on Share ownership by providing
that no shareholder may own, or be deemed to own by virtue of the attribution
provisions of the Code, more than 7.5% (the "Ownership Limit") of the lesser
of the number or value, as determined by the Board, of the Trust's outstanding
Shares. The Amendment will also provide that the Ownership Limit may be waived
by the Board at its option, provided, however, that such approval will not be
granted to any person whose ownership of Shares in excess of the Ownership
Limit would result in termination of the status of the Trust as a REIT under
the Code. The Board intends to waive the Ownership Limit with respect to the
Shares currently held by each of the British Fund and the Dutch Fund; upon a
transfer of any of such Shares, the Ownership Limit will again apply to the
transferee of the Shares so transferred.
In addition, the New York Stock Exchange (the "NYSE") is requiring the Trust
to amend the Declaration to conform to the NYSE policy that ownership and
transfer restrictions contained in the Declaration may not impede the
settlement of transactions on the NYSE. The Amendment, therefore, will provide
that nothing
17
contained in the provisions of the Declaration regarding the restrictions on
Share ownership will preclude the settlement of any transaction entered into
through the facilities of the NYSE. The Amendment will also state that
although the settlement of any transaction through the NYSE facilities is
permitted, the effect of any other provision relating to the restrictions on
Share ownership will not be negated, and any transferee in such a transaction
will remain subject to all of the provisions and limitations set forth in the
Declaration regarding the restrictions on Share ownership.
Furthermore, the Amendment will reduce the shareholder notification
obligation, by increasing the notification threshold from 5,000 Shares to
500,000 Shares.
The Amendment will also eliminate the requirement that certificates
representing Shares must be legended to reflect certain of the Declaration's
provisions relating to share ownership limitations.
Reasons for the Proposed Changes
The Board believes that the Amendment will better enable the Trust to
maintain its qualification as a REIT and thereby preserve the tax benefits
associated therewith by fixing the limit on the amount of Shares that can be
owned by any one shareholder. As is the case with the current restrictions on
Share ownership, the Ownership Limit may possibly have the effect of delaying,
deferring or preventing the acquisition of control of the Trust in certain
circumstances.
In order to comply with the NYSE request and NYSE policy, the Board is
recommending that the Declaration state that transactions entered into through
the NYSE facilities not be impeded as a result of the Ownership Limit or
transfer restrictions.
In addition, by increasing the notification threshold from 5,000 Shares to
500,000 Shares, and by eliminating the legend requirement set forth in the
Declaration, the Board is eliminating unnecessary burdens on its shareholders
and the Trust.
PROPOSALS TWO, THREE, FOUR AND FIVE
AMENDED AND RESTATED DECLARATION OF TRUST
Approval of any of the Amendments will also authorize the Trustees to
approve and file an Amended and Restated Declaration of Trust in those states
where the Declaration is filed and where the Trust may be required to file its
charter documents in the future and with the Securities and Exchange
Commission and NYSE. The Amended and Restated Declaration of Trust will
incorporate into a single document the current provisions, after giving effect
to any approved Amendment, including the Original Declaration, each of
Amendments #1 through #10 thereto, one or more of the Amendments (depending on
which of the Amendments are approved by the shareholders), and any non-
substantive conforming changes which the Trustees may consider appropriate.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the Trust's 1996
Annual Meeting of Shareholders must be received by the Trust no later than
June 30, 1996 in order to be included in the Trust's Proxy Statement and form
of Proxy Card relating to that meeting.
FINANCIAL AND OTHER INFORMATION
The Trust's Annual Report for the fiscal year ended July 31, 1995, including
financial statements, is being sent to shareholders together with this Proxy
Statement. The Annual Report does not constitute a part of the proxy
solicitation materials.
18
OTHER MATTERS
The Trust's independent auditors for the current fiscal year are Coopers &
Lybrand L.L.P., who were engaged by the Trust on July 12, 1990 to act as
independent auditors for the Trust for the fiscal year ended July 31, 1990,
and have continued as auditors thereafter.
A representative of Coopers & Lybrand L.L.P. is expected to be in attendance
at the Annual Meeting. The representative will have the opportunity to make a
statement, if he or she desires to do so, and the Trust has been advised that
the representative will be available to respond to appropriate questions of
the shareholders.
A copy of the Trust's Annual Report on Form 10-K will be sent without charge
to shareholders requesting the same in writing. Any such request should be
made to New Plan Realty Trust, 1120 Avenue of the Americas, New York, New York
10036, Attention: Steven F. Siegel, Esq.
SOLICITATION OF PROXIES
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Meeting and the enclosed Proxy Card is to be borne by the Trust.
Brokers and nominees should forward soliciting materials to the beneficial
owners of the Common Shares held of record by such persons, and the Trust will
reimburse them for reasonable forwarding expenses. In addition to the
solicitation of proxies by use of the mails, the Trust may utilize the
services of some of its trustees, officers and regular employees (who will not
be specifically compensated for such services) to solicit proxies personally
and by telephone or telegraph with shareholders or their personal
representatives. MacKenzie Partners, Inc. has been retained to assist in the
solicitation of proxies for a fee not to exceed $15,000, plus reimbursement of
out-of-pocket expenses.
By Order of the Board of Trustees
WILLIAM NEWMAN
Chief Executive Officer and Chairman
of the Board
October 17, 1995
19
APPENDIX I
AMENDMENT #11
TO
DECLARATION OF TRUST
OF
NEW PLAN REALTY TRUST
This AMENDMENT #11 TO DECLARATION OF TRUST OF NEW PLAN REALTY TRUST is made
as of the day of December, 1995 by William Newman, Arnold Laubich, Norman
Gold, Melvin Newman, James Steuterman, Raymond Bottorf, Dean Bernstein, John
Wetzler and Gregory White, not personally but solely as Trustees of New Plan
Realty Trust.
W I T N E S S E T H :
WHEREAS, on July 31, 1972, the Trustees entered into a certain Declaration
of Trust of New Plan Realty Trust; and
WHEREAS, on July 31, 1972, August 1, 1972, November 15, 1972, December 6,
1972, December 12, 1972, December 13, 1979, July 9, 1981, December 15, 1982,
December 10, 1986 and March 29, 1988, respectively, the Trustees entered into
Amendments #1, #2, #3, #4, #5, #6, #7, #8, #9 and #10 to the Declaration of
Trust; and
WHEREAS, the Trustees have unanimously voted to amend said Declaration of
Trust of New Plan Realty Trust as previously amended, as provided in this
Amendment to the Declaration of Trust of New Plan Realty Trust; and
WHEREAS, the holders of not less than two-thirds of the Shares of Beneficial
Interest, without par value, outstanding have at a shareholders' meeting duly
held on December 13th, 1995, voted in favor of this Amendment to said
Declaration of Trust of New Plan Realty Trust, and have accordingly agreed to
all of the terms and provisions herein stated;
NOW, THEREFORE, the Declaration of Trust of New Plan Realty Trust, as
heretofore amended, is hereby further amended as hereinafter set forth.
1. Section 2.2.28 is hereby amended by adding the phrase "and Section 10.9"
at the end of, but within, the parenthetical appearing in said section.
2. Section 4.4. is hereby deleted in its entirety.
3. Section 6.3. is hereby deleted in its entirety.
4. The following is hereby added at the end of Section 8.3.2:
In addition, except as set forth below, any issuance or transfer of
Shares, or Securities convertible into Shares, that would create a direct
or indirect owner of more than 7.5% of the lesser of the number or the
value of the total Shares outstanding ("Excess Shares") shall be void ab
initio and the would-be transferee of such Shares shall be deemed never to
have had any interest in the Shares purportedly transferred, and the would-
be transferor shall be deemed never to have transferred such Shares and
shall continue without interruption as the full and record beneficial owner
of such Shares. For purposes of this Declaration of Trust, the number and
value of the total Shares outstanding shall be determined by the Trustees
in good faith, which determination shall be conclusive for all purposes
hereunder.
The foregoing restrictions shall not apply to any Person approved by the
Trustees ("Excepted Person"), at their option and in their sole discretion,
provided, however, that such approval shall not be granted to any Person
whose ownership of Excess Shares would result, directly, indirectly or as a
result of
attribution of ownership, in termination of the status of the Trust as a
real estate investment trust under the REIT Provisions of the Internal
Revenue Code.
Any Person other than an Excepted Person who could, as a result of any
transfer and/or registration of transfer on the books of the Trust of any
Shares, or Securities convertible into Shares, become a direct or indirect
owner of Excess Shares shall give written notice to the Trust of the
proposed transfer and any information as may be required by the Trustees no
later than the 15th day prior to any transfer which, if consummated, would
result in such ownership.
5. The reference to the number "5,000" in Section 8.3.4. shall be replaced
with the number "500,000."
6. The following is hereby added as a new Section 8.3.6.:
8.3.6. NYSE Settlement. Nothing contained in this Section 8.3. shall
preclude the settlement of any transaction entered into through the
facilities of the New York Stock Exchange, Inc. The fact that the
settlement of any transaction is permitted shall not negate the effect of
any other provision of this Section 8.3. and any transferee in such a
transaction shall be subject to all of the provisions and limitations set
forth in this Section 8.3."
7. The first sentence of Section 10.1. is hereby amended to read as follows:
"The number of Trustees shall be not less than five nor more than 15 and
shall be determined from time to time by a majority of the Trustees than
acting."
8. Section 10.9.1. is hereby amended as follows:
The language after the word "except" is hereby deleted and the following
is hereby added in its place and stead:
"pursuant to transactions that are (A) approved by a majority of
disinterested Trustees and (B) in all material respects on such terms as
are fair and reasonable to the Trust at the time of the transaction."
9. The following is hereby added to the end of Section 13.1:
The Trustees may from time to time approve and file in the office of the
Secretary of The Commonwealth of Massachusetts (and in any other office in
any state where the Declaration of Trust and amendments may be filed or
recorded) an Amended and Restated Declaration of Trust which contains,
consolidates and conforms the substantive provisions of the Declaration of
Trust and any amendments thereto on or prior to the date thereof. If the
Amended and Restated Declaration of Trust only restates (with
nonsubstantive conforming changes which the Trustees consider appropriate)
and does not make any substantive amendment to the Declaration of Trust as
previously amended, such Amended and Restated Declaration of Trust may be
approved by the Trustees without the vote or assent of the Shareholders.
From and after the filing thereof, such Amended and Restated Declaration of
Trust shall be deemed for all purposes to have superseded the earlier
Declaration of Trust and amendments thereto and shall constitute the
Declaration of Trust of the Trust.
10. Section 15.1. is hereby amended to read as follows:
"The Trust shall continue perpetually unless terminated pursuant to Section
13.1. hereof."
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IN WITNESS WHEREOF, the parties hereto as Trustees hereunder have signed
these presents as of the day and year first above written and the President
and Secretary of the Trust have executed these presents to evidence the vote
of at least two-thirds in interest of the shareholders of the Trust in favor
of the within amendments.
- - ------------------------------------- -------------------------------------
William Newman, Trustee Gregory White, Trustee
- - ------------------------------------- -------------------------------------
Norman Gold, Trustee Melvin Newman, Trustee
- - ------------------------------------- -------------------------------------
James Steuterman, Trustee Raymond Bottorf, Trustee
- - ------------------------------------- -------------------------------------
Dean Bernstein, Trustee John Wetzler, Trustee
- - ------------------------------------- -------------------------------------
Arnold Laubich, Trustee and Steven Siegel, Secretary
President
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(FORM OF PROXY CARD)
NEW PLAN REALTY TRUST
Proxy for Annual Meeting of Shareholders to be Held on December 13, 1995
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Leonard Cancell and Joel Crystal, and each
of them, as attorney-in-fact and proxy with full power of substitution to
represent the undersigned and to vote all of the undersigned's Shares of
Beneficial Interest in the Trust at the Annual Meeting of Shareholders to be
held at the offices of Coopers & Lybrand L.L.P., 1301 Avenue of the Americas,
Second Floor, New York, New York at 10:00 in the morning on December 13, 1995,
and at any adjournment thereof. Said attorney-in-fact and proxy is instructed
to vote as designated on the reverse side.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
(FORM OF PROXY CARD)
(reverse side)
1. Electing three Trustees.
Nominees: Melvin Newman, Raymond H. Bottorf and Gregory White
[_] FOR all nominees [_] WITHHELD as to all nominees
[_] FOR, except vote withheld from the following nominees:
------
2. Approving the Amendment to the Declaration of Trust of New Plan Realty Trust
(the "Trust"), as amended (the "Declaration"), relating to the duration of
the Trust, as described in Proposal Two of the Proxy Statement accompanying
this Proxy Card.
[_] FOR [_] WITHHELD [_] ABSTAIN
3. Approving the Amendment to the Declaration relating to certain transactions
with affiliates, as described in Proposal Three of the Proxy Statement
accompanying this Proxy Card.
[_] FOR [_] WITHHELD [_] ABSTAIN
4. Approving the Amendment to the Declaration relating to the size of the Board
of Trustees, as described in Proposal Four of the Proxy Statement
accompanying this Proxy Card.
[_] FOR [_] WITHHELD [_] ABSTAIN
5. Approving the Amendment to the Declaration relating to share ownership
limitations, as described in Proposal Five of the Proxy Statement
accompanying this Proxy Card.
[_] FOR [_] WITHHELD [_] ABSTAIN
6. In their judgment, upon such other matters as may properly come before the
meeting.
The attorney-in-fact and proxy shall vote the undersigned's shares as
specified hereon, or, where no choice is indicated, the undersigned's vote will
be cast FOR each of the matters hereon.
NOTE: PLEASE COMPLETE THIS PROXY AND MAIL TO US PROMPTLY
[_] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
[_] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
Please sign exactly as name appears hereon and date. Where shares are held
jointly, both holders should sign. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title as such.
Signature:____________________ Date:_______________
Signature:____________________ Date:_______________
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