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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
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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 Rule 14a-11(c) or Rule 14a-12
New Plan Excel Realty Trust, Inc.
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(Name of Registrant as Specified in Its Charter)
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0-11.
(1) Title of each class of securities to which transaction applies:
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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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[ ] Fee paid previously with preliminary materials.
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statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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NEW PLAN EXCEL REALTY TRUST, INC.
1120 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
---------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2001
---------------------------------
Dear Stockholder:
You are cordially invited to attend the 2001 Annual Meeting of
Stockholders of New Plan Excel Realty Trust, Inc. (the "Company") to be held on
Wednesday, May 16, 2001, at 10:00 a.m., New York City time, at
The Princeton Club of New York
The James Madison Room
15 West 43rd Street
New York, New York 10036-7497
for the following purposes:
1. To elect three Directors, each to serve a three-year term until the
2004 Annual Meeting of Stockholders. The current Board of Directors
of the Company has nominated and recommends for such election as
Directors the following persons: William Newman, Robert Friedman and
Norman Gold.
2. To transact such other business as may properly come before the
Annual Meeting of Stockholders and any adjournment or postponement
thereof.
The Board of Directors has fixed March 1, 2001 as the record date for
determining the stockholders entitled to receive notice of and to vote at the
Annual Meeting of Stockholders and any adjournment or postponement thereof.
STOCKHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY
CARD AND RETURN IT PROMPTLY IN THE POSTPAID ENVELOPE PROVIDED. STOCKHOLDERS WHO
ARE PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXY AND VOTE IN PERSON, IF THEY
SO DESIRE.
By Order of the Board of Directors,
/s/ William Newman
------------------------------
WILLIAM NEWMAN
Chairman of the Board
New York, New York
April 6, 2001
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NEW PLAN EXCEL REALTY TRUST, INC.
1120 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
------------------------------
PROXY STATEMENT
------------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 2001
------------------------------
This Proxy Statement is furnished to stockholders of New Plan Excel
Realty Trust, Inc., a Maryland corporation (the "Company"), in connection with
the Annual Meeting of Stockholders of the Company, to be held at 10:00 a.m. (New
York City time) on May 16, 2001, at The Princeton Club of New York, The James
Madison Room, 15 West 43rd Street, New York, New York 10036-7497, and at any
adjournment or postponement thereof (the "Annual Meeting"), for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders. This
solicitation is made by the Board of Directors of the Company. This Proxy
Statement and the accompanying Proxy Card are being mailed on or about April 6,
2001 to stockholders of record of the Company on March 1, 2001.
PLEASE COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY TO THE COMPANY IN THE ENCLOSED ENVELOPE.
Stockholders Entitled to Vote. Only holders of record of the Company's
(i) common stock, par value $0.01 per share (the "Common Stock"), and (ii)
voting depositary shares ("Series D Depositary Shares") with a liquidation
preference of $50.00 per depositary share (each representing a one-tenth
fractional interest in a share of the Company's 7.8% Series D Cumulative Voting
Step-up Premium Rate Preferred Stock, par value $0.01 per share), in each case
at the close of business on March 1, 2001 (the "Record Date"), are entitled to
receive notice of the Annual Meeting and to vote such shares held by them at the
Annual Meeting. Each share of Common Stock outstanding on the Record Date
entitles its holder to cast one vote on each matter to be voted on. As of the
Record Date, there were 87,201,165 shares of Common Stock outstanding. Each
Series D Depositary Share entitles its holder to cast one vote, together with
holders of the Common Stock, on each matter upon which holders of the Common
Stock have the right to vote. As of the Record Date, there were 1,500,000 Series
D Depositary Shares outstanding.
Certain of the Company's Directors and executive officers are obligated
to vote all of their shares of voting securities of the Company in favor of the
proposals described in this Proxy Statement. As of the Record Date, these
persons collectively beneficially owned or controlled the vote with respect to a
total of approximately 2,311,940 shares of Common Stock (not including shares
which may be acquired upon exercise of stock options), which represents
approximately 2.6% of the outstanding shares of stock (both Common Stock and
Series D Depositary Shares) entitled to vote at the Annual Meeting. See
"Executive Compensation and Other Information--Certain Agreements with Named
Executive Officers."
Quorum. The presence at the meeting, either in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast at the
Annual Meeting will constitute a quorum for the transaction of business at the
Annual Meeting. Abstentions and broker non-votes (i.e., shares held by a broker
or nominee which are represented at the meeting, but with respect to which the
broker or nominee is not voting on a particular proposal) will be included in
the calculation of the
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number of shares considered to be present at the meeting for purposes of
determining if a quorum exists.
Voting. If the accompanying Proxy Card is properly signed, returned to
the Company and not revoked, it will be voted as directed by the stockholder.
The persons designated as proxy holders on the Proxy Card will, unless otherwise
directed, vote the shares represented by such proxy FOR the election of all
nominees for the Board of Directors named in this Proxy Statement and as
recommended by the Board of Directors with regard to any other matters, or, if
no recommendation is given, in their own discretion.
Revocation of a Proxy. A stockholder may revoke a previously granted
proxy at any time before it is exercised by filing with the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a later
date, or by attending the Annual Meeting and voting in person.
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED IN THIS PROXY
STATEMENT. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROXY STATEMENT IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE OF THIS PROXY STATEMENT OR, WHERE INFORMATION
RELATES TO ANOTHER DATE SET FORTH IN THIS PROXY STATEMENT, THEN AS OF THAT DATE.
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PROPOSAL 1
ELECTION OF DIRECTORS
Pursuant to the Company's charter, the Directors are divided into three
classes. The terms of current Directors William Newman, Arnold Laubich, Norman
Gold and Robert Friedman expire at the Annual Meeting, while the terms of the
remaining Directors expire at the annual meeting of stockholders to be held in
2002 or 2003, as specified below. In accordance with a resolution duly adopted
by the Board of Directors, the size of the Board of Directors will be decreased
from 12 directors to 11 directors, effective as of the Annual Meeting. Messrs.
Newman, Friedman and Gold have been nominated and recommended for election to
serve as Directors for a three-year term until the annual meeting of
stockholders to be held in 2004.
If, for any reason, any of the above mentioned candidates for election
becomes unavailable for election or service, the persons designated as proxy
holders on the Proxy Card will vote for the substitute nominee recommended by
the Board of Directors, or, if no recommendation is given, for any substitute
nominee in their own discretion.
INFORMATION REGARDING DIRECTORS
The information set forth below is submitted with respect to the
nominees for election to the Board of Directors, as well as those Directors
whose terms of office are continuing after the Annual Meeting. On September 28,
1998, Excel Realty Trust, Inc. ("Excel") and New Plan Realty Trust (the "Trust")
consummated a merger transaction (the "New Plan/Excel Merger"), and the ongoing
public company was renamed New Plan Excel Realty Trust, Inc. For purposes of
presentation, references to the Company in this proxy statement are to the
combined company following the New Plan/Excel Merger and, except as noted
otherwise, to the Trust prior to the New Plan/Excel Merger. Thus, information
provided in this proxy statement with respect to certain of the Directors
includes service as a member of the board of trustees of the Trust prior to the
New Plan/Excel Merger.
NOMINEES FOR ELECTION FOR TERM EXPIRING AT THE 2004 ANNUAL MEETING OF
STOCKHOLDERS
William Newman, age 74, has been Chairman of the Board of Directors of
the Company since its organization in 1972. He served as Chief Executive Officer
of the Company from 1972 to 1998 and as President of the Company from 1972 to
1988. He served as President and Chief Executive Officer of the Company's
predecessor corporation, New Plan Realty Corporation, from the corporation's
organization in 1961 through its reorganization into the Company in 1972. He is
a past Chairman of the National Association of Real Estate Investment Trusts and
has been actively involved in real estate for over 50 years. Mr. Newman's
employment agreement with the Company provides that he be nominated by the
Company at the Annual Meeting to serve as a Director of the Company and that the
Company use its best efforts to cause Mr. Newman to be elected as a Director.
Robert Friedman, age 60, has been a Director of the Company since 2000.
Mr. Friedman is a retired partner of The Goldman Sachs Group, L.P., serving as
Chief Financial Officer of that firm from 1982 to 1989 and as a member of the
Goldman Sachs management committee from 1984 to 1989, and continuing to be a
limited partner thereof until 1994. Mr. Friedman is a principal of Sage Capital
Management Corp., an investment firm founded in 1994 that provides investment
management services to high net worth individuals and institutions.
Norman Gold, age 70, has been a Director of the Company since the
organization of the Company in 1972. He has been active in the practice of law
for over 45 years and a partner of the law firm of Altheimer & Gray for over 35
years.
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INCUMBENT DIRECTORS--TERMS EXPIRING AT THE 2002 ANNUAL MEETING OF
STOCKHOLDERS
Dean Bernstein, age 43, has been a Director of the Company since 1992.
He has been Senior Vice President--Acquisitions/Dispositions of the Company
since January 2001. He served as Senior Vice President--Finance of the Company
from September 1998 to January 2001, Vice President--Administration and Finance
of the Company from 1994 to September 1998 and as Assistant Vice President of
the Company from 1991 to 1994. Mr. Bernstein is the son-in-law of William
Newman.
Raymond H. Bottorf, age 59, has been a Director of the Company since
1991. He has been Managing Partner of Global Real Estate Partners, LLC, a
private merchant bank, since July 1999. Mr. Bottorf was the Managing Director of
the New York office of the Global Real Estate Group of ABN-AMRO, Inc., an
investment bank, from 1997 through July 1999. From 1990 to 1997, he was the
President and sole director of U.S. Alpha, Inc., New York, New York, a wholly
owned subsidiary of Stichting Pensioenfonds ABP (formerly Algemeen Burgerlijk
Pensioenfonds), a Dutch pension fund.
Matthew Goldstein, age 59, has been a Director of the Company since
2000. He has been Chancellor of The City University of New York since September
1999. He formerly held the position of President of Adelphi University from June
1998 to August 1999, and President of Baruch College of The City University of
New York from 1991 to June 1998.
Gregory White, age 45, has been a Director of the Company since 1994.
Mr. White has served as Senior Vice President of Conning Asset Management
Company, an investment advisory firm, since August 1998. From 1992 to August
1998, Mr. White was a founding partner and Managing Director of Schroder
Mortgage Associates in New York, New York. From 1988 to 1992, he was Managing
Director of the Salomon Brothers Inc. real estate finance department. Mr. White
also serves as a director of Acadia Realty Trust, primarily a neighborhood and
community shopping center REIT, which is competitive with the Company in certain
markets.
INCUMBENT DIRECTORS--TERMS EXPIRING AT THE 2003 ANNUAL MEETING OF
STOCKHOLDERS
Melvin Newman, age 59, has been a Director of the Company since 1983.
From 1972 to 1982, he was Vice President and General Counsel of the Company. Mr.
Newman is a private investor. Mr. Newman is the brother of William Newman.
Glenn J. Rufrano, age 51, has been a Director of the Company since 2000
and the President and Chief Executive Officer of the Company since February
2000. He was a partner in The O'Connor Group, a diversified real estate firm,
from its inception in 1983 until March 2000. He was Chief Financial Officer of
The O'Connor Group from June 1990 to November 1994 and President and Chief
Operating Officer from November 1994 to March 2000. He also was Co-Chairman of
The Peabody Group, an association between The O'Connor Group and J.P. Morgan &
Co., Inc., from September 1998 to March 2000. Mr. Rufrano is a director of
TrizecHahn Corporation, a publicly-traded real estate company that owns,
develops and/or manages office buildings and retail/entertainment projects in
North America and Europe. Mr. Rufrano's employment agreement with the Company
provided that he be nominated by the Company at the 2000 Annual Meeting to serve
as a Director of the Company for a three-year term, and that the Company use
reasonable good faith efforts to cause Mr. Rufrano to be elected as a Director.
Bruce A. Staller, age 64, has been a Director of the Company (including
his prior service as a director of Excel) since 1989. Prior to establishing
Bruce Atwater Staller, Registered Investment Advisor, in 1995, Mr. Staller
served from 1988 to 1995 as President and director of First Wilshire Securities
Management, Inc., a privately held investment advisor. Mr. Staller is also a
founder and
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director of the Monrovia Schools Foundation, Inc., a private tax-exempt
educational foundation which provides financial support to the Monrovia Unified
School District.
John Wetzler, age 55, has been a Director of the Company 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.
COMMITTEES OF THE BOARD OF DIRECTORS; MEETINGS
The Board of Directors has an Audit Committee, an Executive Compensation
and Stock Option Committee and a Nominating Committee. The Board of Directors
has delegated certain functions to these committees as follows:
Audit Committee. The Audit Committee currently consists of five
Directors, Raymond H. Bottorf, who is Chairman, Robert Friedman, Bruce A.
Staller, John Wetzler and Gregory White, none of whom are employees of the
Company. The Audit Committee was established to make recommendations concerning
the engagement of independent public accountants, review with the independent
public accountants the results of the audit engagement, approve professional
services provided by the independent accountants, review the independence of the
independent accountants, consider the range of audit and non-audit fees, and
review the adequacy of the Company's internal accounting controls. The Audit
Committee met six times and took action by unanimous written consent two times
during 2000. All of the members of the Audit Committee are independent of the
Company (as defined in Sections 303.01(B)(2)(a) and (3) of the New York Stock
Exchange's listing standards). The Board of Directors has adopted a written
charter for the Audit Committee, a copy of which is attached hereto as
Appendix A.
Executive Compensation and Stock Option Committee. The Executive
Compensation and Stock Option Committee (the "Compensation Committee") currently
consists of four Directors, Norman Gold, who is Chairman, Matthew Goldstein,
John Wetzler and Gregory White, none of whom are employees of the Company. The
Compensation Committee was established to determine the compensation
arrangements of the executive officers of the Company and to administer and
approve grants of options to employees under the Company's 1993 Stock Option
Plan. The Compensation Committee took action by unanimous written consent six
times during 2000.
Nominating Committee. The Nominating Committee currently consists of
five Directors, William Newman, who is chairman, Norman Gold, Glenn Rufrano,
John Wetzler and Gregory White. The Nominating Committee was established by the
Board of Directors in February 2000, and is charged with the tasks of seeking
out and recommending to the Board of Directors qualified candidates for
membership on the Board of Directors and reviewing and recommending changes in
the size of the Board of Directors. The Nominating Committee is willing to
consider nominees recommended by stockholders. Stockholders who wish to suggest
qualified candidates must comply with the advance notice provisions and other
requirements of Article II, Section 11 of the Company's by-laws. The Nominating
Committee took action by unanimous written consent two times during 2000.
During 2000, the Board of Directors held 14 meetings (including
telephonic meetings) and took action by unanimous written consent two times.
None of the directors who served as a Director attended during his period of
service fewer than 75% of the aggregate of the total number of meetings of the
Board of Directors and of any meetings of committees on which he served during
such period of service.
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DIRECTORS' COMPENSATION
Directors who are not otherwise paid employees or consultants of the
Company currently receive annual compensation of $15,000, plus a fee of $1,000
for attendance, in person, at each meeting of the Board of Directors. Directors
also currently receive $500 for each committee meeting attended, in person,
which is not on the same day as a meeting of the Board of Directors. No
compensation is paid for telephonic meetings. Each Director is reimbursed for
expenses incurred in attending meetings, including committee meetings. Officers
of the Company who are Directors are not paid Director fees or committee meeting
fees.
In connection with services provided as members of a search committee of
the Board of Directors established to facilitate the hiring of a new Chief
Executive Officer of the Company in 2000, Messrs. Gold, Bottorf, Laubich and
William Newman each received a one-time payment of $25,000. Also, as
compensation to all of the members of the Board of Directors for the additional
time spent by the Board of Directors in connection with the hiring of the
Company's new Chief Executive Officer in 2000, each member of the Board of
Directors received a one-time payment of $5,000.
Pursuant to the terms of the Company's 1994 Directors' Stock Option
Plan, as amended, every duly elected and qualified Director is entitled to
receive, on an annual basis, options to purchase shares of Common Stock in
accordance with the following formula: 3,000 shares, plus 250 shares multiplied
by the number of years of continuous service beginning in 1997, including any
portion of any fiscal year of service as a full year. The option price is the
fair market value of the underlying shares of Common Stock on the date of grant
and the options are fully vested upon grant. The Director Plan expires on May
15, 2004, unless sooner terminated by the Board of Directors.
VOTE REQUIRED
The affirmative vote of a plurality of all the votes cast at the Annual
Meeting, assuming a quorum is present, is necessary for the election of a
Director. Therefore, the three individuals with the highest number of
affirmative votes will be elected to the three directorships. For purposes of
the election of Directors, abstentions and other shares not voted will not be
counted as votes cast and will have no effect on the result of the vote.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES SET FORTH
ABOVE.
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
The following table lists the current executive officers of the Company
and identifies their principal functions. The information provided below with
respect to certain of the executive officers includes service as an officer of
the Trust prior to the New Plan/Excel Merger.
Name & Principal Position Age
------------------------- ---
William Newman................. 74 Chairman of the Board of Directors of
Chairman of the Board of the Company since its organization in
Directors 1972; Chief Executive Officer of the
Company from 1972 to 1998; President
of the Company from 1972 to 1988;
President and Chief Executive Officer
of the Company's predecessor
corporation from 1961 to 1972; a past
Chairman of the National Association
of Real Estate Investment Trusts and
actively involved in real estate for
over 50 years.
Glenn J. Rufrano............... 51 President and Chief Executive Officer
President and of the Company since February 2000;
Chief Executive Officer Director of the Company since 2000;
Partner in The O'Connor Group, a
diversified real estate firm, from
1983 until March 2000; Chief
Financial Officer of The O'Connor
Group from June 1990 to November 1994
and President and Chief Operating
Officer from November 1994 to March
2000; Co-Chairman of The Peabody
Group, an association between The
O'Connor Group and J.P. Morgan & Co.,
Inc., from September 1998 to March
2000.
John B. Roche.................. 43 Chief Financial Officer of the
Chief Financial Officer Company since May 2000; Senior Vice
President of the financial services
division of The Related Companies
from May 1998 until May 2000; Chief
Financial Officer of Emmes Asset
Management Corp. and Affiliates from
April 1997 until May 1998; Vice
President of Finance of the Robert
Martin Company from May 1991 until
March 1997.
Leonard I. Brumberg............ 57 Executive Vice President -- Retail of
Executive Vice President -- the Company since September 2000;
Retail Managing Director and Chief Operating
Officer of City Center Retail Trust
from October 1997 until September
2000; Partner, Executive Vice
President and Chief Administrative
Officer of The O'Connor Group from
June 1983 to December 1997.
Dean Bernstein................. 43 Senior Vice
Senior Vice President -- President--Acquisitions/Dispositions
Acquisitions/Dispositions of the Company since January 2001;
Senior Vice President -- Finance of
the Company from September 1998 to
January 2001; Vice
President--Administration and Finance
of the Company from 1994 to September
1998; Assistant Vice President of the
Company from 1991 to 1994; Director
of the Company since 1992; son-in-law
of William Newman.
Steven F. Siegel............... 41 General Counsel of the Company since
Senior Vice President, General 1991; Senior Vice President of the
Counsel and Secretary Company since September 1998;
Secretary of the Company from 1991 to
September 1998 and since April 1999.
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COMPENSATION TABLES
The following tables contain certain compensation information for (i)
Glenn J. Rufrano and Arnold Laubich, each of whom served as Chief Executive
Officer of the Company during 2000, and (ii) the four other most highly
compensated executive officers of the Company who were serving as such at the
end of 2000 (the "Named Executive Officers"):
(a) SUMMARY COMPENSATION TABLE
Long-Term
Compensation
------------
Annual Compensation Securities
------------------- Underlying All Other
Name & Title Year Salary Bonus Options (#) Compensation (1)
------------ ---- ------ ----- ----------- ----------------
Glenn J. Rufrano, President
and Chief Executive Officer (2). 2000 $405,576 $325,000 1,218,121 --
1999 N/A N/A N/A N/A
1998 N/A N/A N/A N/A
Arnold Laubich, President and
Chief Executive Officer (2).. 2000 $ 77,671 -- 4,000 $3,367
1999 $525,000 $300,000 103,750 $4,800
1998 $524,807 $340,000 -- $4,800
William Newman, Chairman
of the Board............... 2000 $350,000 -- 4,000 $5,250
1999 $350,000 -- 3,750 $4,800
1998 $484,423 $125,000 -- $4,800
John B. Roche, Chief Financial
Officer (3)................ 2000 $168,373 $160,000 150,000 --
1999 N/A N/A N/A N/A
1998 N/A N/A N/A N/A
Steven F. Siegel, Senior Vice
President, General Counsel
and Secretary.............. 2000 $248,505 $95,000 75,000 $20,250
1999 $220,003 $70,000 50,000 $ 4,800
1998 $174,046 $50,000 -- $ 4,800
Dean Bernstein, Senior Vice
President --
Acquisitions/Dispositions.. 2000 $221,000 $70,000 79,000 $35,250
1999 $186,539 $57,500 23,750 $ 4,800
1998 $155,654 $25,000 2,000 $ 4,800
- ---------------
(1) Represents the Company's 401(k) plan contribution for each Named
Executive Officer. In the case of Messrs. Siegel and Bernstein, includes
$15,000 and $30,000, respectively, paid to such individuals as a result
of their inability to exercise certain in-the-money options that expired
during a period in which such individuals were subject to a lock-up
agreement prohibiting them from selling stock of the Company. 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 Company for services rendered by each Named Executive
Officer during the year indicated.
(2) Mr. Laubich retired as President and Chief Executive Officer, effective
February 23, 2000. Mr. Rufrano was appointed President and Chief
Executive Officer effective February 23, 2000. The amount set forth as
salary for Mr. Laubich for 2000 represents actual salary paid to him
from
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January 1, 2000 to February 23, 2000. His annualized salary for 2000 was
$525,000. The amount set forth as salary for Mr. Rufrano for 2000
represents actual salary paid to him from his hire date to December 31,
2000. His annualized salary for 2000 was $555,000.
(3) Mr. Roche began his employment with the Company effective May 15, 2000.
The amount set forth as salary for Mr. Roche for 2000 represents actual
salary paid to him from his hire date to December 31, 2000. His
annualized salary for 2000 was $275,000.
(b) OPTION GRANTS IN 2000
Potential Realizable
Value at Assumed
Rates of Stock Price
% of Total Appreciation for
Options Exercise Option Term
Granted to Price ----------------------
Options Employees Per Expiration
Name & Title Granted in 2000 Share Date 5%(1) 10%(1)
------------ ------- ---- ----- --------- ---------- -------
Glenn J. Rufrano, President
and Chief Executive
Officer (2)............. 700,000 35.8% $12.8125 2/22/10 $5,640,000 $14,294,000
515,121 26.4% $12.8125 8/22/00 $4,150,000 $10,518,000
3,000 0.2% $13.8125 5/31/10 $26,000 $66,000
Arnold Laubich, President
and Chief Executive
Officer (2)............. 4,000 0.2% $13.8125 5/31/10 $35,000 $88,000
William Newman, Chairman of
the Board............... 4,000 0.2% $13.8125 5/31/10 $35,000 $88,000
John B. Roche, Chief
Financial Officer (3)... 150,000 7.7% $14.4375 5/14/10 $1,362,000 $3,451,000
Steven F. Siegel, Senior
Vice President, General
Counsel and Secretary... 75,000 3.8% $12.8125 2/22/10 $604,000 $1,531,500
Dean Bernstein, Senior Vice
President -- 75,000 3.8% $12.8125 2/22/10 $604,000 $1,531,500
Acquisitions/Dispositions 4,000 0.2% $13.8125 5/31/10 $35,000 $88,000
- ---------------
(1) The 5% and 10% rates of appreciation were set by the SEC and are not
intended to forecast future appreciation, if any, of the Common Stock.
(2) Mr. Laubich retired as President and Chief Executive Officer, effective
February 23, 2000. Mr. Rufrano was appointed President and Chief
Executive Officer effective February 23, 2000.
(3) Mr. Roche began his employment with the Company effective May 15, 2000.
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(c) AGGREGATED OPTION EXERCISES IN 2000 AND YEAR END OPTION VALUES
Number of Unexercised Value of Unexercised
Shares Options at December in-the-Money Options at
Acquired 31, 2000 December 31, 2000(1)
on Value ----------------------- -------------------------
Name & Title Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
------------ -------- -------- ----------- ------------- ---------- -------------
Glenn J. Rufrano,
President and Chief
Executive Officer (2)... 515,121 (3) $0 3,000 700,000 -- $218,750
Arnold Laubich, President
and Chief Executive
Officer (2)............. -- -- 758,580 149,170 -- --
William Newman, Chairman
of the Board............ -- -- 725,250 82,500 -- --
John B. Roche, Chief
Financial Officer (4)... -- -- -- 150,000 -- --
Steven F. Siegel, Senior
Vice President and
General
Counsel................. -- -- 92,500 198,500 -- $23,438
Dean Bernstein, Senior
Vice President --
Acquisitions/Dispositions. -- -- 74,350 148,400 -- $23,438
- ---------------
(1) Based upon a closing price per share of Common Stock of $13.125 on
December 29, 2000.
(2) Mr. Laubich retired as President and Chief Executive Officer, effective
February 23, 2000. Mr. Rufrano was appointed President and Chief
Executive Officer effective February 23, 2000.
(3) The shares that were acquired upon the exercise of these options are
subject to restrictions, which restrictions lapse ratably over five
years commencing on the first anniversary of the exercise for all but
60,000 shares. The restrictions on the remaining 60,000 shares lapse on
the eighth anniversary of Mr. Rufrano's employment agreement with the
Company, subject to acceleration in the fourth and fifth years in the
event certain performance criteria are achieved.
(4) Mr. Roche began his employment with the Company effective May 15, 2000.
CERTAIN AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
The Company has entered into employment agreements with each of Messrs.
Newman, Rufrano, Roche, Bernstein and Siegel, a support agreement with Mr.
Newman and a retirement agreement with Mr. Laubich. The principal terms of each
of these agreements are summarized below.
William Newman Employment Agreement and Support Agreement. Mr. Newman's
employment agreement provides for an initial term ending on the fifth
anniversary of the New Plan/Excel Merger (i.e., September 28, 2003), extending
automatically thereafter for two (2) additional one-year periods unless either
the Company or Mr. Newman elects not to extend the term. The employment
agreement provides that Mr. Newman provide to the Company, at such times as may
be convenient to the Company and Mr. Newman, executive advisory or consultative
services. The employment agreement also provides that during the term of the
agreement Mr. Newman be
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nominated by the Board of Directors to serve as a Director of the Company and
that the Company use its best efforts to cause Mr. Newman to be elected a
Director. If he is a Director, the employment agreement provides that Mr. Newman
be Chairman of the Board. The employment agreement provides that Mr. Newman
receive an annual salary of $350,000 and certain fringe benefits in connection
with his employment. In addition, the employment agreement provides certain
benefits upon his death or disability. Mr. Newman may terminate his employment
under the employment agreement, but the Company may not do so.
In connection with the New Plan/Excel Merger, William Newman also
entered into a Support Agreement which provides that until the earlier of such
time as he (i) no longer owns any shares of Common Stock or (ii) is no longer an
officer or Director of the Company, he will:
(a) not, without the prior approval of the Board of
Directors (1) submit any proposal for the vote of stockholders of the
Company, (2) become a member of a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934 with respect to any
shares of voting stock of the Company, or (3) initiate or assist in any
takeover proposal or proxy solicitation;
(b) be present in person or be represented by proxy at all
stockholder meetings of the Company; and
(c) as a stockholder, vote all of his shares of voting
securities of the Company (1) for the Board of Director's nominees for
election to the Board of Directors, (2) in accordance with the
recommendation of the Board of Directors on all other matters submitted
to a vote of stockholders of the Company, and (3) not take any position
contrary to the position of the Board of Directors on any matter.
As of the Record Date, Mr. Newman beneficially owned or controlled the
vote with respect to a total of 1,527,162 shares of Common Stock (not including
shares which may be acquired upon exercise of stock options), which represent
approximately 1.7% of the outstanding shares of stock (both Common Stock and
Series D Depositary Shares) entitled to vote at the Annual Meeting.
Glenn J. Rufrano Employment Agreement. Mr. Rufrano's employment
agreement provides for an initial term commencing on February 23, 2000 and
ending on the fifth anniversary thereof (i.e., February 23, 2005), extending
automatically thereafter for additional one-year periods unless either the
Company or Mr. Rufrano elects not to extend the term. The employment agreement
also provides that, during the term of the employment agreement, Mr. Rufrano
continue to be nominated by the Company at the annual meetings of stockholders
of the Company to serve as a Director of the Company, and that the Company use
reasonable good faith efforts to cause Mr. Rufrano to be elected a Director. In
addition, the employment agreement provides that, during the term of his
employment under the employment agreement, Mr. Rufrano be Chief Executive
Officer of the Company and be appointed as a full voting member of the Company's
Investment Committee, or any successor committee thereto. Until such time as a
President of the Company other than Mr. Rufrano is appointed, the employment
agreement provides that Mr. Rufrano serve as President of the Company as well.
Mr. Rufrano's annual base salary is $555,000 under the employment agreement, and
he is entitled to receive an annual cash bonus of up to 100% of his base salary
as determined by the Compensation Committee. Additionally, for the period from
February 23, 2000 to March 1, 2001, the employment agreement provides that Mr.
Rufrano receive a bonus of not less than $325,000. The employment agreement also
provides that Mr. Rufrano receive certain fringe benefits in connection with his
employment.
In connection with his employment, Mr. Rufrano was granted options to
purchase 700,000 shares of the Common Stock, at an exercise price of $12.8125
per share (the closing price of the Common Stock on February 22, 2000). A total
of 500,000 of these options vest ratably over five years
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commencing on the first anniversary of the grant date, while the remaining
200,000 vest upon the eighth anniversary of Mr. Rufrano's employment agreement,
subject to acceleration in the fourth and fifth years in the event certain
performance criteria are achieved. Mr. Rufrano also was granted options to
purchase an additional 515,121 shares of the Common Stock at an exercise price
of $12.8125 per share, all of which options vested immediately upon Mr.
Rufrano's employment with the Company. Mr. Rufrano has since exercised these
options. The shares that were acquired upon the exercise of these options are
subject to restrictions, which restrictions lapse ratably over five years
commencing on the first anniversary of the exercise for all but 60,000 shares.
The restrictions on the remaining 60,000 shares lapse on the eighth anniversary
of the employment agreement, subject to acceleration in the fourth and fifth
years in the event certain performance criteria are achieved. Shares not vested
upon termination of Mr. Rufrano's employment are subject to repurchase by the
Company at the lesser of the original exercise price or the then-current market
price of the Common Stock. In connection with the exercise of these options, the
Company loaned Mr. Rufrano $6.2 million. The loan accrues interest at 8% per
annum and matures on February 23, 2005 (or earlier under certain circumstances).
A portion of the loan is secured by a pledge of the shares Mr. Rufrano acquired
upon exercise of the options.
If Mr. Rufrano's employment is terminated by the Company without "Cause"
or by Mr. Rufrano for "Good Reason," Mr. Rufrano will be entitled to severance
benefits, including either (i) the sum of $2.5 million, if the termination of
employment occurs prior to the expiration of the initial term of the employment
agreement, or (ii) the base salary for Mr. Rufrano from the date of termination
of employment through the end of the employment period under the employment
agreement if the termination occurs after an extension of the original five-year
term of the employment agreement. In addition, Mr. Rufrano's stock options will
fully vest as of the date of such termination. However, all of the foregoing is
subject to certain provisions of the Internal Revenue Code of 1986, as amended,
concerning "excess" parachute payments. "Good Reason" is defined to include,
among other things, a "Change in Control" of the Company (as defined in the
employment agreement) and a failure of the Company to have outside directors
constituting at least a majority of the Board of Directors by September 2001.
The employment agreement also provides for certain benefits upon Mr. Rufrano's
death or disability. If the employment agreement is terminated by Mr. Rufrano
without "Good Reason" or by the Company for "Cause," for one year following the
date of termination, Mr. Rufrano may not (i) serve as an officer, employee,
director or consultant of a REIT or other real estate business with a
significant portion of its business involved with community shopping centers,
(ii) generally, engage in any business which is competing with the Company or
its affiliates, (iii) divert to any entity any business of the Company or its
affiliates, or (iv) solicit any officer, employee or consultant of the Company
or its affiliates to leave the Company or its affiliates.
Additionally, Mr. Rufrano has agreed to support each proposal to be
submitted to the stockholders of the Company which has been approved by the
Company's Board of Directors (each, a "Stockholder Proposal"), and may not,
directly or indirectly, take or cause any action to be taken which may interfere
with a Stockholder Proposal. Mr. Rufrano also has agreed to vote or cause to be
voted in favor of each Stockholder Proposal any shares of Common Stock he owns
or controls.
As of the Record Date, Mr. Rufrano beneficially owned a total of 515,121
shares of Common Stock (not including shares which may be acquired upon exercise
of stock options), which represent approximately 0.5% of the outstanding shares
of stock (both Common Stock and Series D Depositary Shares) entitled to vote at
the Annual Meeting.
John B. Roche Employment Agreement. Mr. Roche's employment agreement
provides for an initial term commencing on May 15, 2000 and ending on May 15,
2003, extending automatically thereafter for additional one-year periods unless
either the Company or Mr. Roche elects not to extend the term. The employment
agreement also provides that he be Chief Financial Officer of the Company and
that he receive an annual salary of not less than $275,000. In addition, the
employment agreement provides that Mr. Roche receive an annual cash bonus of up
to 100% of his
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base salary as determined by the Compensation Committee, but that in no event
shall his bonus for the period from May 15, 2000 to March 1, 2001 be less than
$150,000. The employment agreement also provides that Mr. Roche receive certain
fringe benefits in connection with his employment.
In connection with his employment, Mr. Roche was granted options to
purchase 150,000 shares of the Company's common stock on May 15, 2000, at an
exercise price of $14.4375 per share (the closing price of the Company's common
stock on May 15, 2000). A total of 108,000 of these options vest ratably over
five years commencing on the first anniversary of the grant date, while the
remaining 42,000 vest upon the eighth anniversary of the grant date, subject to
acceleration in the fourth and fifth years in the event certain performance
criteria are achieved.
If Mr. Roche's employment is terminated by the Company without "Cause"
or by Mr. Roche for "Good Reason," as such terms are used in the employment
agreement, Mr. Roche will be entitled to severance benefits consisting of a lump
sum payment equal to twice his average total compensation (including bonus) for
the two fiscal years ending prior to termination date, continuation for a period
of three years of all insurance coverage in effect for Mr. Roche on the
termination date and the full vesting of all stock options granted more than one
year prior to the date of termination. "Good Reason" is defined to include a
"Change of Control" of the Company, as such term is defined in the employment
agreement. The employment agreement also provides for certain benefits upon Mr.
Roche's death or disability. If the employment agreement is terminated by Mr.
Roche without "Good Reason" or by the Company, regardless of whether the Company
has "Cause," for one year following the date of termination Mr. Roche may not
(i) serve as an officer, employee, director or consultant of a REIT or other
real estate business with a significant portion of its business involved with
community shopping centers, (ii) generally, engage in any business which is
competing with the Company or its affiliates, (iii) divert to any entity any
business of the Company or its affiliates, or (iv) solicit any officer, employee
or consultant of the Company or its affiliates to leave the Company or its
affiliates.
Dean Bernstein Employment Agreement. The employment agreement of Mr.
Bernstein provides for a term ending December 31, 2003, extending automatically
thereafter for additional one-year periods unless either the Company or Mr.
Bernstein elects not to extend the term. The employment agreement also provides
that he be Senior Vice President of the Company, and that he receive an annual
salary of not less than $240,000. In addition, the employment agreement provides
that Mr. Bernstein receive an annual cash bonus of up to 50% of his base salary
as determined by the Compensation Committee, and that he receive certain fringe
benefits in connection with his employment.
If Mr. Bernstein's employment is terminated by the Company without
"Cause" or by Mr. Bernstein for "Good Reason," as such terms are defined in the
employment agreement, Mr. Bernstein will be entitled to severance benefits
consisting of a lump sum payment equal to twice his average total compensation
(including bonus) for the two fiscal years ending prior to the termination date,
continuation for a period of three years of all insurance coverage in effect for
Mr. Bernstein on the termination date, the full vesting of all stock options
granted more than one year prior to the date of termination and the cancellation
of any loans made by the Company to Mr. Bernstein after the date of the
employment agreement. "Good Reason" is defined to include a "Change in Control"
of the Company, as such term is defined in the employment agreement. The
employment agreement also provides for certain benefits upon the death or
disability of Mr. Bernstein. If the employment agreement is terminated by Mr.
Bernstein without "Good Reason" or by the Company for "Cause," for one year
following the date of termination, Mr. Bernstein will not (i) engage in any
business which is competing with the Company, (ii) divert to any entity any
business of the Company or its affiliates, or (iii) solicit any officer,
employee or consultant of the Company or its affiliates to leave the Company or
its affiliates.
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Steven F. Siegel Employment Agreement. The employment agreement of Mr.
Siegel provides for a term ending December 31, 2003, extending automatically
thereafter for additional one-year periods unless either the Company or Mr.
Siegel elects not to extend the term. The employment agreement also provides
that he be Senior Vice President and General Counsel of the Company, and that he
receive an annual salary of not less than $260,000. In addition, the employment
agreement provides that Mr. Siegel receive an annual cash bonus of up to 50% of
his base salary as determined by the Compensation Committee, and that he receive
certain fringe benefits in connection with his employment.
If Mr. Siegel's employment is terminated by the Company without "Cause"
or by Mr. Siegel for "Good Reason," as such terms are defined in the employment
agreement, Mr. Siegel will be entitled to severance benefits consisting of a
lump sum payment equal to twice his average total compensation (including bonus)
for the two fiscal years ending prior to the termination date, continuation for
a period of three years of all insurance coverage in effect for Mr. Siegel on
the termination date, the full vesting of all stock options granted more than
one year prior to the date of termination and the cancellation of any loans made
by the Company to Mr. Siegel after the date of the employment agreement. "Good
Reason" is defined to include a "Change in Control" of the Company, as such term
is defined in the employment agreement. The employment agreement also provides
for certain benefits upon the death or disability of Mr. Siegel. If the
employment agreement is terminated by Mr. Siegel without "Good Reason" or by the
Company for "Cause," for one year following the date of termination, Mr. Siegel
will not (i) engage in any business which is competing with the Company, (ii)
divert to any entity any business of the Company or its affiliates, or (iii)
solicit any officer, employee or consultant of the Company or its affiliates to
leave the Company or its affiliates.
Arnold Laubich Retirement Agreement. In connection with the retirement
of Mr. Laubich on February 23, 2000 from his positions as President and Chief
Executive Officer of the Company, the Company entered into an agreement with Mr.
Laubich. This agreement provided for the resignation of Mr. Laubich from all of
his positions with the Company and its subsidiaries and affiliates other than
his position as a director of the Company, the mutual release by the Company and
Mr. Laubich of any claims against the other (subject to certain exceptions), and
the payment by the Company of certain retirement benefits, including (i) a lump
sum retirement payment of $2.5 million, (ii) the unpaid portion of Mr. Laubich's
1999 bonus, and (iii) the continuation of medical benefits for Mr. Laubich and
his eligible family members during the subsequent five years. Stock options held
by Mr. Laubich will continue to vest on the same schedule and remain exercisable
through their original term as though Mr. Laubich continued to be an employee,
subject to certain limitations.
Under the agreement, until the first anniversary of the later of the
date of termination of Mr. Laubich as provided in the agreement or the date Mr.
Laubich ceases to be a director of the Company, generally, Mr. Laubich may not
(i) engage in any business, directly or as an officer, director, partner or
joint venturer, related to strip shopping centers or factory outlet centers,
which is competitive with the Company, (ii) divert to any person or entity any
strip shopping center or factory outlet center project that the Company or its
affiliates were pursuing, developing or attempting to develop as of the date of
the agreement, or (iii) solicit any officer, employee or consultant of the
Company to leave the employ of the Company.
The agreement also provided for a transition period of six months during
which time Mr. Laubich provided advisory and consultative services to certain
senior executive officers of the Company. During this time, he was compensated
at a monthly rate of $40,000 for such services by the Company.
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Notwithstanding anything to the contrary set forth in any of the Company's
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that might incorporate SEC filings, in whole or in part, the following
Performance Graph, the Compensation Committee Report on Executive Compensation
and the Report of the Audit Committee will not be incorporated by reference into
any such filings.
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return of
the Company's Common Stock for the period from January 1, 1996 to December 31,
2000 to the S&P 500 Index and to the published National Association of Real
Estate Investment Trust's All Equity Total Return Index (the "NAREIT Equity
Index") over the same five-year period. The graph assumes that the value of the
investment in the Common Stock and each index was 100 at January 1, 1996 and
that all dividends were reinvested. The stockholder return shown on the graph
below is not indicative of future performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(1)
[LINE GRAPH]
--------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999 2000
--------------------------------------------------------------------------------------------
S&P 500 100 123 164 211 255 232
--------------------------------------------------------------------------------------------
NAREIT Equity Index 100 135 163 134 128 162
--------------------------------------------------------------------------------------------
New Plan Excel Realty Trust, Inc. 100 135 179 162 127 119
--------------------------------------------------------------------------------------------
-----------
(1) The information for the Company in this graph is based on the information
of Excel for the applicable time prior to the New Plan/Excel Merger and on
the information of the combined company for the applicable time following
the New Plan/Excel Merger. The graph reflects the following transactions
entered into by Excel prior to the New Plan/Excel Merger: (i) a 20% stock
dividend paid by Excel to its stockholders in connection with, and
immediately prior to, the New Plan/Excel Merger; and (ii) the March 31,
1998 spin-off of Excel Legacy Corporation from Excel through the
distribution, on a pro-rata basis, to the holders of Excel's common stock
of all of the common stock of Excel Legacy Corporation held by Excel. The
dividend value used to reflect the spin-off of Excel Legacy Corporation
was $2.39 per share.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors currently
consists of Messrs. Gold, Goldstein, Wetzler and White. Set forth below in full
is the report of the Compensation Committee regarding the compensation paid by
the Company to its executive officers during fiscal year 2000.
COMPENSATION PHILOSOPHY
The Compensation Committee desires to implement compensation policies
which seek to enhance the profitability of the Company, and thus stockholder
value, by aligning closely the financial interests of the Company's executive
officers with those of its stockholders. The Company's overall objectives are to
attract and retain the best possible executive talent, to motivate these
executives to achieve the goals inherent in the Company's business strategy, to
link executive and stockholder interests through performance goals and
equity-based plans, and to provide a compensation package that recognizes
individual contributions as well as overall business results.
In implementing compensation policies, the Compensation Committee
strives to ensure that the Company's executive officers are compensated fairly
in relation to compensation packages provided for executives with comparable
positions and responsibilities at comparable public REITs and other real estate
companies in the New York City area. The Compensation Committee may from time to
time engage the services of outside compensation consultants to assist it in
establishing competitive compensation practices.
COMPONENTS OF COMPENSATION
The components of the Company's executive compensation program consist
of (i) base salary, (ii) bonuses, and (iii) long-term incentive compensation,
implemented through the use of stock options.
Base Salary. The Compensation Committee determines the base salary level
of each executive officer of the Company by evaluating the responsibilities of
the position held and the experience of the individual, and by reference to the
competitive marketplace for executive talent. The Compensation Committee intends
to set base salaries at competitive levels relative to the base salaries paid to
executive officers with comparable qualifications, experience and
responsibilities at comparable public REITs and other real estate companies in
the New York City area.
As of March 1, 2000, the second of two phases of increases in the base
salary of each of the Company's executive officers that were approved by the
Compensation Committee as of August 1, 1999 took effect. The March 2000 increase
represented raises of approximately 10% over each executive's prior base salary.
These base salary increases were implemented in an effort to make the Company's
base salaries for executive officers more competitive with salaries being paid
by other public REITs and other real estate companies in the New York City area.
In making these determinations, the Compensation Committee reviewed salary
information made available to it with respect to comparable public REITs. These
REITs constitute only a portion of the REITs included in the NAREIT Equity
Index, which is used in the Performance Graph above to compare stockholder
returns.
While the employment agreements discussed above do not permit the base
salaries of such executive officers to be reduced during the terms of the
agreements, the Compensation Committee will consider from time to time in the
future whether an increase in an executive officer's base salary is merited,
taking into account the performance of the Company and of the executive officer,
and also
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taking into account new responsibilities, increases in pay levels at
comparable public REITs and other real estate companies in the New York City
area, and other matters deemed appropriate.
Bonuses. Under the terms of the executive officers' employment
agreements, the range of bonuses are between 50-100% of base salary, based on,
among other things, achievement of certain performance levels by the Company,
including growth in funds from operations, and the individual executive's
performance and contribution to increasing funds from operations. In March 2001,
the Compensation Committee approved bonuses for executive officers for 2000
ranging from 30-60% of base salaries of such officers. These bonuses were
determined on an individual-by-individual basis, taking into account both the
performance of the individual executive and the performance of the Company as a
whole.
In the future, the Compensation Committee expects to continue to
evaluate bonus payments to executive officers based on criteria applicable to
the Company in general and to the individual executive officer in particular,
and by reference to the competitive marketplace for executive talent.
Stock Options. In March 2001, the Compensation Committee approved option
grants of 75,000 shares to each of the Company's executive officers (other than
Glenn Rufrano and William Newman) as part of an overall review of 2000
compensation. Additionally, option grants were made to certain executive
officers hired by the Company during 2000 in connection with such hirings, and
option grants also were made to certain of the executive officers of the Company
at the time of the hiring of Mr. Rufrano.
In the future, the Compensation Committee may make grants of stock
options to its executive officers based on criteria applicable to the Company in
general and to the individual executive officer in particular, and by reference
to the competitive marketplace for executive talent.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
Amounts paid during fiscal year 2000 to Glenn Rufrano, the Company's CEO
since February 23, 2000, are shown in the Summary Compensation Table. The
overall compensation paid to Mr. Rufrano by the Company in 2000 was tied to
contractual agreements entered into with him at the time of his hiring, rather
than the performance of the Company in 2000. The salary paid to him represented
the base amount required under the Company's employment agreement with him, on a
pro rated basis. The Compensation Committee believes that this amount was
comparable to the base salary of chief executive officers of other public REITs
of comparable size. Additionally, in connection with his employment with the
Company, Mr. Rufrano was provided with option grants designed to incentivise his
performance, and received a bonus for his performance in 2000 of $325,000, which
represented the base amount of bonus required under the Company's employment
agreement with him.
Amounts paid during fiscal year 2000 to Arnold Laubich, the Company's
CEO until February 23, 2000, are shown in the Summary Compensation Table, and
the salary paid to him also represented the base amount required under the
Company's employment agreement with him, on a pro rated basis, and thus was not
related to the performance of the Company in 2000. The Compensation Committee
believes that this amount also was comparable to the base salary of chief
executive officers of other public REITs of comparable size. Mr. Laubich
received no option grants during 2000 based on his service as CEO (although he
did receive 4,000 options based on his continuing service as a director of the
Company), and did not receive any bonus compensation for 2000.
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APPLICABLE TAX CODE PROVISION
The Compensation Committee has reviewed the potential consequences for
the Company of Section 162(m) of the Internal Revenue Code, which imposes a
limit on tax deductions for annual compensation in excess of one million dollars
paid to any of the five most highly compensated executive officers. In calendar
year 2000, the limitation under Section 162(m) had no net tax effect on the
Company. The limitations of Section 162(m) are not expected to have a material
effect on the Company in calendar year 2001.
Respectfully submitted,
The Executive Compensation and Stock Option
Committee of the Company's Board of Directors
Norman Gold
Matthew Goldstein
John Wetzler
Gregory White
March 19, 2001
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee was comprised of Messrs. Gold, Goldstein,
Wetzler and White during 2000. No interlocking relationship existed between Mr.
Gold, Mr. Goldstein, Mr. Wetzler or Mr. White and any member of any other
company's board of directors, board of trustees or compensation committee during
that period.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed the audited consolidated
financial statements of the Company for fiscal year 2000 with the Company's
management, and also has discussed with PricewaterhouseCoopers LLP, the
Company's independent auditors, the matters required to be discussed by
Statement on Auditing Standards No. 61. The Audit Committee has received both
the written disclosures and the letter from PricewaterhouseCoopers LLP required
by Independence Standards Board Standard No. 1, and has discussed with
PricewaterhouseCoopers LLP the independence of PricewaterhouseCoopers LLP from
the Company. In addition, the Audit Committee has considered whether the
provision of non-audit services, and the fees charged for such non-audit
services, by PricewaterhouseCoopers LLP are compatible with maintaining the
independence of PricewaterhouseCoopers LLP from the Company.
Based on the foregoing, the Audit Committee recommended to the Board of
Directors of the Company that the audited consolidated financial statements of
the Company for fiscal year 2000 be included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000.
Respectfully submitted,
The Audit Committee of the Company's Board of
Directors
Raymond H. Bottorf (Chairman)
Robert Friedman
Bruce A. Staller
John Wetzler
Gregory White
March 5, 2001
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VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the Record Date, the Company had 12,447 registered holders of its
Common Stock and five registered holders of its Series D Depositary Shares. For
purposes of this Proxy Statement, beneficial ownership of securities is defined
in accordance with the rules of the SEC and means generally the power to vote or
exercise investment discretion with respect to securities, regardless of any
economic interests therein.
OWNERSHIP OF COMMON STOCK
The following table sets forth, as of the Record Date, certain
information as to the beneficial ownership of shares of Common Stock, including
shares of Common Stock as to which a right to acquire beneficial ownership
existed (for example, through the exercise of Common Stock options), within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, by (i) the
current Directors, (ii) the Named Executive Officers and (iii) the current
Directors, the Named Executive Officers and the other current executive
officers, as a group. Unless otherwise indicated, each person had, as of the
Record Date, sole voting and investment power with respect to such shares of
Common Stock, subject to community property laws where applicable. The Company
does not know (based on filings made pursuant to Section 13(d) or 13(g) of the
Securities Exchange Act of 1934) of any person that beneficially owned more than
5% of the Common Stock outstanding as of the Record Date.
Percentage of
Number of Shares Outstanding
Name and Business of Common stock Shares of
Address (1) Beneficially Owned Common Stock
- ------------------------- -------------------- ---------------
William Newman........... 2,252,412 (2) 2.5%
Glenn J. Rufrano......... 618,121 (3) (4)
John B. Roche............ 4,000 (4)
Dean Bernstein........... 117,200 (5) (4)
Steven F. Siegel......... 109,369 (6) (4)
Arnold Laubich........... 1,112,507 (7) 1.3%
Raymond H. Bottorf....... 16,350 (8) (4)
Robert Friedman.......... 3,000 (9) (4)
Norman Gold.............. 24,249 (10) (4)
Matthew Goldstein........ 3,500 (11) (4)
Melvin Newman............ 627,213 (12) (4)
Bruce A. Staller......... 21,850 (13) (4)
John Wetzler............. 23,196 (14) (4)
Gregory White............ 28,677 (15) (4)
All Executive Officers and
Directors as a Group
(15 individuals)....... 4,962,644 5.5%
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(1) The business address (i) of Messrs. William Newman, Rufrano, Roche,
Bernstein, Siegel, Laubich and Melvin Newman is 1120 Avenue of the
Americas, New York, New York 10036, (ii) of Mr. Bottorf is 445 Park
Avenue, New York, New York 10022, (iii) of Mr. Friedman is 120
Bloomingdale Road, White Plains, New York 10605, (iv) of Mr. Gold is 10
South Wacker Drive, Chicago, Illinois 60606, (v) of Mr. Goldstein is 535
E. 80th Street, New York, New York 10021, (vi) of Mr. Staller is P.O.
Box 1996, Monrovia, California 91017, (vii) of Mr. Wetzler is
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152 West 57th Street, New York, New York 10019, and (viii) of Mr. White
is 500 Fifth Avenue, New York, New York 10036.
(2) Includes 39,627 shares of Common Stock owned by Mr. Newman's wife,
13,670 shares of Common Stock held by Mr. Newman as custodian for his
grandchildren and 226,646 shares of Common Stock held by a family
charitable foundation, as well as 725,250 shares of Common Stock which
Mr. Newman has the right to acquire upon exercise of Common Stock
options. Mr. Newman disclaims any beneficial interest in the shares of
Common Stock held for his grandchildren and by the family charitable
foundation.
(3) Includes 103,000 shares of Common Stock which Mr. Rufrano has the right
to acquire upon exercise of Common Stock options.
(4) Amount owned does not exceed 1% of class.
(5) Includes 23,145 shares of Common Stock owned by Mr. Bernstein's wife,
1,740 shares of Common Stock held jointly with his wife (as to which
shares of Common Stock Mr. Bernstein shares voting and investment
power), and 85,150 shares of Common Stock which Mr. Bernstein has the
right to acquire upon exercise of Common Stock options.
(6) Includes 103,300 shares of Common Stock which Mr. Siegel has the right
to acquire upon exercise of Common Stock options.
(7) Includes 60,803 shares of Common Stock owned by Mr. Laubich's wife,
28,273 shares of Common Stock held jointly with his wife (as to which
shares of Common Stock Mr. Laubich shares voting and investment power),
and 23,466 shares of Common Stock held by his wife and adult daughter
jointly, as well as 758,580 shares of Common Stock which Mr. Laubich has
the right to acquire upon exercise of share options. Mr. Laubich
disclaims any beneficial interest in the shares of Common Stock held
jointly by his wife and daughter.
(8) Includes 15,350 shares of Common Stock which Mr. Bottorf has the right
to acquire upon exercise of Common Stock options.
(9) Represents 3,000 shares of Common Stock which Mr. Friedman has the right
to acquire upon exercise of Common Stock options.
(10) Includes 13,350 shares of Common Stock which Mr. Gold has the right to
acquire upon exercise of Common Stock options.
(11) Includes 3,000 shares of Common Stock which Mr. Goldstein has the right
to acquire upon exercise of Common Stock options.
(12) Includes 23,547 shares of Common Stock owned by Mr. Newman's wife and
71,750 shares of Common Stock held by The Morris and Ida Newman Family
Foundation (the "Foundation"), of which Mr. Newman is the trustee, as
well as 15,350 shares of Common Stock which Mr. Newman has the right to
acquire upon exercise of Common Stock options. Mr. Newman disclaims any
beneficial interest in the shares of Common Stock held by the
Foundation.
(13) Represents 21,850 shares of Common Stock which Mr. Staller has the right
to acquire upon exercise of Common Stock options.
(14) Includes 765 shares of Common Stock owned by Mr. Wetzler's wife and 295
shares of Common Stock owned by Mr. Wetzler as custodian for his
children, as well as 20,350 shares of Common Stock which Mr. Wetzler has
the right to acquire upon exercise of Common Stock
21
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options. Mr. Wetzler disclaims any beneficial interest in the shares of
Common Stock held by his children.
(15) Includes 2,000 shares of Common Stock held by Mr. White as custodian for
his children, 1,000 shares of Common Stock held by a trust for Mr.
White's daughter of which Mr. White is a trustee, 1,000 shares of Common
Stock owned by Mr. White's wife, and 20,350 shares of Common Stock which
Mr. White has the right to acquire upon exercise of Common Stock
options.
OWNERSHIP OF SERIES D DEPOSITARY SHARES
The following table sets forth, as of the Record Date, certain
information as to the beneficial ownership of Series D Depositary Shares, within
the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, by persons
who beneficially owned more than 5% of the Series D Depositary Shares
outstanding as of the Record Date, and is based on filings made pursuant to
Section 13(d) or 13(g) of the Securities Exchange Act of 1934. Unless otherwise
indicated, the Company believes that each person had, as of the Record Date and
based on such filings, sole voting and investment power with respect to such
Series D Depositary Shares, subject to community property laws where applicable.
No current Director, Named Executive Officer or other current executive officer
owned any Series D Depositary Shares as of the Record Date.
Percentage of
Outstanding
Number of Series D Series D
Name and Business Depositary Shares Depositary
Address (1) Beneficially Owned Shares
- ------------------------- -------------------- ---------------
Capital Research and
Management Company..... 225,000 (2) 15.0%
The Bond Fund of
America................ 112,500 (3) 7.5%
- -----------
(1) The business address of both Capital Research and Management Company and
The Bond Fund of America is 333 South Hope Street, Los Angeles,
California, 90071.
(2) Represents 225,000 Series D Depositary Shares that Capital Research and
Management Company was deemed to beneficially own as a result of acting
as investment advisor to various investment companies, and with respect
to which Capital Research and Management Company had sole dispositive
power, but no voting power. Capital Research and Management Company has
disclaimed beneficial ownership of these Series D Depositary Shares
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.
(3) Represents 112,500 Series D Depositary Shares with respect to which The
Bond Fund of America had sole voting power, but no dispositive power.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company owns 100% of the outstanding shares of preferred stock of
ERT Development Corporation ("ERT"), which entitles the Company to receive 95%
of the dividends, if any, from ERT. NNRA, LLC ("NNRA"), in which Dean Bernstein,
Senior Vice President--Acquisitions/Dispositions and a Director of the Company,
owns 100% of the membership interests, owns all of the shares of common stock of
ERT. ERT had certain loans outstanding from the Company during 2000. As of
December 31, 2000, the Company had notes receivable outstanding to ERT of
approximately $155.1 million (plus $28.5 million of accrued interest thereon as
of such date) to facilitate certain transactions. In addition, ERT, either
directly or as a party to certain joint ventures with various third parties, has
an interest in certain property developments and other real estate activities.
As of December 31, 2000, the Company had guaranteed approximately $57 million of
the indebtedness of these developments and other activities to certain third
parties.
Additionally, in 1999 the Company made a loan (the "ERT Acquisition
Loan") of $300,000 to NNRA, in connection with NNRA's acquisition of the common
shares of ERT. The ERT Acquisition Loan bears interest at 10% per annum and
matures on April 22, 2004.
In September 2000, the Company, through certain of its subsidiaries,
entered into a secured financing in the amount of $18 million with the City and
County of San Francisco Employees' Retirement System ("SFERS"), pursuant to
which mortgages were provided to SFERS on four of the Company's properties.
Conning Asset Management Company served as an advisor to SFERS and in connection
therewith received an advisory fee of $135,000. Additionally, Conning Asset
Management Company will receive an ongoing servicing fee of $45,000 per year.
Mr. White is a senior vice president of Conning Asset Management Company.
As mentioned above, Norman Gold is a partner in the law firm of
Altheimer & Gray, which has rendered various legal services to the Company
during 2000 and is continuing to render legal services to the Company.
John Wetzler is the president of Nautica Retail U.S.A., Inc., affiliates
of which are tenants at some of the Company's properties.
The following loans were made over a number of years by the Company,
primarily to assist certain executive officers in their purchase of common
shares of the Company. Such loans are unsecured except as otherwise specifically
noted.
- As of December 31, 2000, William Kirshenbaum was indebted to the
Company in the aggregate amount of $378,398 (which represented
the maximum loan amount during 2000). The amount owed is
represented by (i) four demand notes in the aggregate amount of
$191,398, each bearing interest at 5% per annum, (ii) two demand
notes in the aggregate amount of $17,000, each bearing interest
at 8.375% per annum, and (iii) a $170,000 note bearing interest
at 6% per annum and due January 31, 2002 (which is
collateralized by a mortgage). Mr. Kirshenbaum was an executive
officer of the Company until December 2000.
- During 2000, James M. Steuterman was indebted to the Company in
the aggregate amount of $575,505 (which represented the maximum
loan amount during 2000). The amount owed was represented by (i)
three demand notes in the aggregate amount of $289,170, each
bearing interest at 5% per annum, and (ii) two demand notes in
the aggregate amount of $286,335, each bearing interest at 6%
per annum. Mr. Steuterman resigned from his positions as
Executive Vice President and Chief Operating Officer of
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the Company in May 2000. In connection with his resignation,
certain of Mr. Steuterman's loans were paid off and certain were
modified, following which the amount owed by him was reduced to
$290,000, represented by four notes bearing interest at 5% per
annum and due on May 1, 2001, which debt is secured by a pledge
of certain of Mr. Steuterman's shares of the Company's common
stock.
- During 2000, James DeCicco was indebted to the Company in the
aggregate amount of $143,334 (which represented the maximum loan
amount during 2000). The amount owed was represented by (i) two
demand notes in the aggregate amount of $9,700, each bearing
interest at 6% per annum, and (ii) a $133,634 note bearing
interest at 8.5% per annum and due October 1, 2024 (which was
collateralized by a mortgage). Mr. DeCicco resigned from his
position as Executive Vice President of the Company in December
2000, and in connection therewith all indebtedness owing by Mr.
DeCicco to the Company was paid in full.
- During 2000, Dean Bernstein was indebted to the Company in the
aggregate amount of $145,062 (which represented the maximum loan
amount during 2000), represented by (i) a $95,062 demand note
bearing interest at a rate of 5% per annum, and (ii) a $50,000
note bearing interest at 10% per annum and due April 22, 2004.
Mr. Bernstein is Senior Vice
President--Acquisitions/Dispositions of the Company and a
Director of the Company.
- During 2000, Steven F. Siegel was indebted to the Company in the
aggregate amount of $111,881 (which represented the maximum loan
amount during 2000). The amount owed is represented by two
demand notes, each bearing interest at 5% per annum. Mr. Siegel
is Senior Vice President, General Counsel and Secretary of the
Company.
- During 2000, Glenn Rufrano was indebted to the Company in the
aggregate amount of $6,200,000 (which represented the maximum
loan amount during 2000). The amount owed is represented by two
notes ($590,000 and $5,610,000), each bearing interest at 8% per
annum, and each with an outside maturity date of February 23,
2005. The $5,610,000 note is secured by a pledge of Mr.
Rufrano's shares of the Company's common stock. Mr. Rufrano is
President and Chief Executive Officer of the Company and a
Director of the Company.
The Company leases (the "Page Lease") an office building from Page
Associates on a net lease basis for a current rent of approximately $191,000 per
year (rental payments of approximately $189,000 were made to Page Associates in
2000). The Company has leased this building from Page Associates since 1974.
Page Associates is a partnership owned by William Newman, Melvin Newman, the
estate of Joseph Newman and Arnold Laubich. The Company subleases (the
"Sublease") the office building which it leases from Page Associates to an
unrelated third party (the "Subtenant") and has received rent in excess of all
payments made to Page Associates and other real estate expenses in each of the
years it has rented the building from Page Associates. On March 20, 2001, the
Company entered into lease termination agreements with both Page Associates and
the Subtenant which provide for the termination of both the Page Lease and the
Sublease effective March 31, 2002. In connection with such lease terminations,
the Company received a lease termination payment from the Subtenant in the
approximate amount of $318,000, and in turn paid said amount to Page Associates
in connection with the termination of the Page Lease.
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OTHER MATTERS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's executive officers and Directors, and persons who own ten percent or
more of a registered class of the Company's equity securities, file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the New
York Stock Exchange. Executive officers, Directors and greater than ten percent
stockholders are required by the SEC to furnish the Company with copies of all
Forms 3, 4 and 5 they file.
Based solely on its review of the copies of such forms received by it,
and/or on written representations from certain reporting persons that they were
not required to file a Form 5 for the fiscal year, the Company believes that its
executive officers, Directors and greater than ten percent stockholders complied
with all Section 16(a) filing requirements applicable to them with respect to
transactions during 2000. However, one late filing was made in 2000 by William
Newman relating to a December 1999 gift he made of 31,000 shares of the
Company's common stock to Baruch College.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Company's consolidated financial statements for the fiscal year
ended December 31, 2000 have been audited by PricewaterhouseCoopers LLP.
Representatives of PricewaterhouseCoopers LLP are expected to be available at
the meeting to respond to appropriate questions and to make a statement if they
desire to do so.
For services rendered during or in connection with the Company's fiscal
year 2000, as applicable, PricewaterhouseCoopers LLP billed the following fees:
Audit Fees $131,220
Financial Information Systems Design
and Implementation Fees $0
All Other Fees $1,018,580
Of the $1,018,580 paid by the Company to PricewaterhouseCoopers LLP in
fees other than audit fees during 2000, approximately $1,000,000 was
attributable to PricewaterhouseCoopers LLP's services as "experts" in connection
with an ongoing litigation matter involving ERT. The remaining amount was
attributable to tax and accounting advisory services provided in connection with
the hiring of Mr. Rufrano and in connection with certain state and franchise tax
planning matters.
OTHER BUSINESS
No other matters are to be presented for action at the Annual Meeting
other than as set forth in this Proxy Statement. If other matters properly come
before the meeting, however, the persons named in the accompanying proxy will
vote all proxies solicited by this Proxy Statement as recommended by the Board
of Directors, or, if no recommendation is given, in their own discretion.
25
28
STOCKHOLDER PROPOSALS
Any proposal pursuant to Rule 14a-8 of the rules promulgated under the
Securities Exchange Act of 1934 to be considered for inclusion in the Company's
proxy materials for the next Annual Meeting of Stockholders must be received at
the Company's principal executive offices no later than December 7, 2001. In
addition, any stockholder who wishes to propose a nominee to the Board of
Directors or submit any other matter to a vote at a meeting of stockholders
(other than a stockholder proposal included in the Company's proxy materials
pursuant to Rule 14a-8 of the rules promulgated under the Securities Exchange
Act of 1934) must comply with the advance notice provisions and other
requirements of Article II, Section 11 of the Company's bylaws, which are on
file with the SEC and may be obtained from the Secretary of the Company upon
request. If a stockholder nomination or proposal is received before or after the
range of dates specified in the advance notice provisions, the Company's proxy
materials for the next Annual Meeting of Stockholders may confer discretionary
authority to vote on such matter without any discussion of the matter in the
proxy materials.
SOLICITATION OF PROXIES
The costs of solicitation of proxies will be paid by the Company. In
addition to soliciting proxies by mail, the Company's officers, Directors and
other regular employees, without additional compensation, may solicit proxies
personally or by other appropriate means. It is anticipated that banks, brokers,
fiduciaries, other custodians and nominees will forward proxy soliciting
materials to their principals, and that the Company will reimburse such persons'
out-of-pocket expenses.
* * * *
STOCKHOLDERS ARE URGED TO IMMEDIATELY MARK, DATE, SIGN AND RETURN THE ENCLOSED
PROXY IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
By Order of the Board of Directors,
/s/ William Newman
--------------------------------
WILLIAM NEWMAN
Chairman of the Board
New York, New York
April 6, 2001
26
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APPENDIX A
NEW PLAN EXCEL REALTY TRUST, INC.
AUDIT COMMITTEE CHARTER
Purposes
The Audit Committee shall assist the Board of Directors in monitoring (1) the
integrity of the financial statements of the Company, (2) the compliance by the
Company with legal and regulatory requirements, and (3) the independence and
performance of the Company's internal and external auditors.
Membership
The Audit Committee shall be comprised of at least three (3) members, all of
whom shall be appointed by the full Board. The members of the Audit Committee
shall meet the independence and financial literacy requirements of the New York
Stock Exchange, and at least one member of the Audit Committee shall have
accounting or financial management expertise. In appropriate circumstances, the
full Board may determine that membership on the Audit Committee by a Director
who does not meet the independence requirements of the New York Stock Exchange
is in the best interests of the Company and its stockholders, provided that the
circumstances that cause the Director not to meet the independence requirements
would not interfere with the Director's exercise of independent judgment.
Responsibilities
The Audit Committee shall:
1. Make regular reports to the Board as the Committee deems appropriate.
2. Review and reassess the adequacy of this Charter on an annual basis, and
make recommendations for change to the full Board of Directors, as
appropriate.
3. Review the annual audited financial statements with management and the
Company's outside auditors, including major issues regarding accounting
and auditing principles and practices as well as the adequacy of
internal controls that could significantly affect the Company's
financial statements, and determine whether to recommend to the Board
the inclusion of such financial statements in the Company's Annual
Report on Form 10-K for the applicable fiscal year.
30
4. Review with management and the independent auditor any significant
financial reporting issues raised by them in connection with the
preparation of the Company's financial statements.
5. Review proposed major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor or
management.
6. As necessary, recommend to the Board the appointment of the independent
auditors to be engaged.
7. Ensure that the Committee receives, on a periodic basis, formal written
statements from the independent auditor delineating all relationships
between the auditor and the Company, discuss with the auditor any
disclosed relationships or services that may impact the objectivity and
independence of the auditor, and recommend that the Board take
appropriate action in response to such reports to satisfy itself of the
independence of the auditor.
8. Review the performance of the independent auditor (which firm ultimately
is accountable to the Audit Committee and the Board) and, if so
determined by the Audit Committee, recommend that the Board replace the
independent auditor.
9. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.
10. Review with the independent auditor any management letter provided by
the auditor, as well as the Company's response to that letter.
11. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
12. Review with the Company's General Counsel (or, in the absence of such
officer, other legal counsel of the Company) legal matters that are
brought to the Audit Committee's attention that may have a material
impact on the Company's financial statements and compliance policies, as
well as any material reports or inquiries received from regulatory
bodies.
13. Meet at least annually with the chief financial officer and the
independent auditor in separate executive sessions.
14. Provide the New York Stock Exchange annually with written confirmation
of compliance regarding the requirements of the New York Stock Exchange,
as the same may change from time to time, concerning the Committee.
2
31
Powers
The Audit Committee shall have the power to conduct or authorize investigations
into any matters within the committee's scope of responsibilities. The committee
shall be empowered to retain independent counsel, accountants or others to
assist it in the conduct of any investigation. The committee may ask members of
management or others to attend its meeting and provide pertinent information as
necessary.
Relationship with Auditors and Board of Directors
The Company's independent auditors are ultimately accountable to the board of
Directors of the Company and to the Audit Committee, as representatives of the
stockholders of the Company. The Board of Directors and the Audit Committee have
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the independent auditors.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, its function is one of oversight, and it is not the duty of the Audit
Committee to plan or conduct audits or to determine that the Company's financial
statements are complete and accurate and are in accordance with generally
accepted accounting principles. This is the responsibility of management and the
independent auditor. Nor is it the duty of the Audit Committee to conduct
investigations, to resolve disagreements, if any, between management and the
independent auditor or to assure compliance with laws and regulations.
3
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ZNPE2B DETACH HERE
PROXY
NEW PLAN EXCEL REALTY TRUST, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Steven F. Siegel and Joel F. 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 shares of Common Stock and
Series D Depositary Shares of the Company, held of record by the undersigned on
March 1, 2001, at the Annual Meeting of Stockholders to be held at The Princeton
Club of New York, The James Madison Room, 15 West 43rd Street, New York, New
York at 10:00 a.m. (New York City time) on May 16, 2001 and at any adjournment
or postponement thereof. Said attorney-in-fact and proxy is instructed to vote
as directed on the reverse side.
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
33
ZNPE2A
DETACH HERE
PLEASE MARK
[ X ] VOTES AS IN
THIS EXAMPLE.
IF THIS PROXY CARD IS PROPERLY EXECUTED AND RETURNED TO THE COMPANY, THE ATTORNEY-IN-FACT AND PROXY WILL VOTE ALL OF THE
UNDERSIGNED'S SHARES ENTITLED TO VOTE ON THE MATTERS HEREON AS DIRECTED HEREON OR, WHERE NO DIRECTION IS INDICATED, THE
UNDERSIGNED'S VOTE WILL BE CAST FOR EACH OF THE MATTERS HEREON.
1. Election of Directors.
NOMINEES: (01) Robert A. Friedman, (02) Norman Gold,
(03) William Newman
FOR WITHHELD THE ATTORNEY-IN-FACT AND PROXY WILL VOTE SUCH SHARES AS
ALL [ ] [ ] FROM ALL RECOMMENDED BY THE BOARD OF DIRECTORS, OR, IF NO
NOMINEES NOMINEES RECOMMENDATION IS GIVEN, IN HIS OWN DISCRETION WITH
REGARD TO ANY OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING, INCLUDING ANY PROPOSAL TO ADJOURN OR POSTPONE
THE MEETING.
[ ]
--------------------------------------
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
STOCKHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THIS
PROXY CARD AND RETURN IT PROMPTLY IN THE PREPAID ENVELOPE
PROVIDED. STOCKHOLDERS WHO ARE PRESENT AT THE MEETING MAY
WITHDRAW THEIR PROXY AND VOTE IN PERSON IF THEY SO DESIRE.
Please sign exactly as name appears on this proxy card and
date. Where shares are held jointly, both holders should
sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by
President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Signature: Date: Signature: Date:
----------------------------- ---------- ----------------------------- ----------