<PAGE>
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 Rule 14a-11(c) or Rule 14a-12
WELLSFORD REAL PROPERTIES, INC.
------------------------------------------------------------------------
(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):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
WELLSFORD REAL PROPERTIES, INC.
535 MADISON AVENUE, 26TH FLOOR
NEW YORK, NY 10022
April 16, 1999
Dear Shareholder:
You are cordially invited to attend the 1999 annual meeting of Shareholders
which will be held on Monday, May 17, 1999, at 9:30 a.m. at the offices of
Robinson Silverman Pearce Aronsohn & Berman LLP, 1290 Avenue of the Americas,
31st Floor, New York, NY 10104.
Information about the meeting and the various matters on which the
Shareholders will act is included in the Notice of Annual Meeting of
Shareholders and Proxy Statement which follow. Also included is a Proxy Card and
postage paid return envelope.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND, WE HOPE THAT YOU WILL COMPLETE AND RETURN YOUR PROXY
CARD IN THE ENCLOSED ENVELOPE AS PROMPTLY AS POSSIBLE.
Sincerely,
/S/ JEFFREY H. LYNFORD
JEFFREY H. LYNFORD
Chairman of the Board
/S/ EDWARD LOWENTHAL
EDWARD LOWENTHAL
President and Chief Executive Officer
<PAGE>
WELLSFORD REAL PROPERTIES, INC.
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 17, 1999
------------------------
The annual meeting of Shareholders of Wellsford Real Properties, Inc. (the
"Company") will be held at the offices of Robinson Silverman Pearce Aronsohn &
Berman LLP, 1290 Avenue of the Americas, 31st floor, New York, NY 10104 on
Monday, May 17, 1999 at 9:30 a.m. local time, for the following purposes:
1. To elect three directors to terms expiring at the 2002 annual
meeting of Shareholders.
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent public accountants for the fiscal year ending
December 31, 1999.
3. To transact such other business as may properly come before the
meeting or any adjournment(s) or postponement(s) thereof.
The Board of Directors has fixed April 1, 1999 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.
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ JEFFREY H. LYNFORD
JEFFREY H. LYNFORD
Secretary
April 16, 1999
New York, New York
<PAGE>
WELLFORD REAL PROPERTIES, INC.
535 MADISON AVENUE, 26TH FLOOR
NEW YORK, NY 10022
---------------------------
PROXY STATEMENT
---------------------------
MAY 17, 1999
ANNUAL MEETING OF SHAREHOLDERS
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Wellsford Real Properties, Inc., a
Maryland corporation (the "Company"), of proxies from the holders (the
"Shareholders") of the Company's issued and outstanding shares of common stock,
$.01 par value per share (the "Common Shares") and issued and outstanding shares
of Class A common stock, $.01 par value per share (the "Class A Common Shares"),
to be exercised at the annual meeting of Shareholders to be held on Monday, May
17, 1999, at the offices of Robinson Silverman Pearce Aronsohn & Berman LLP,
1290 Avenue of the Americas, 31st Floor, New York, NY 10104, at 9:30 a.m. local
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 of Shareholders.
This Proxy Statement and enclosed Proxy Card are being mailed to the
Shareholders on or about April 16, 1999.
At the Annual Meeting, the Shareholders will be asked to consider and vote
upon the following proposals (the "Proposals"):
1. The election of three directors to terms expiring at the 2002 annual
meeting of Shareholders.
2. The ratification of the appointment of Ernst & Young LLP as the
Company's independent public accountants for the fiscal year ending
December 31, 1999.
3. Such other business as may properly come before the Annual Meeting.
Only the holders of record of the Common Shares and Class A Common Shares
at the close of business on April 1, 1999 (the "Record Date") are entitled to
notice of and to vote at the Annual Meeting. Each Common Share and Class A
Common Share is entitled to one vote on all matters. As of the Record Date,
20,410,605 Common Shares and 339,806 Class A Common Shares were outstanding.
A majority of all the votes entitled to be cast at the Annual Meeting shall
constitute a quorum for the transaction of business at the Annual Meeting. A
plurality of all the votes cast at the Annual Meeting is sufficient to elect a
director (Proposal 1). The affirmative vote of Shareholders owning a majority of
the shares voting is required to ratify the appointment of Ernst & Young LLP as
the Company's independent public accountants (Proposal 2). Abstentions and
broker non-votes will not be counted as votes cast and will have no effect on
the result of the vote on such Proposals.
Each of the directors and executive officers of the Company has informed
the Company that he will vote all of his respective Common Shares in favor of
all of the Proposals.
The Common Shares and Class A Common Shares represented by all properly
executed Proxy Cards will be voted at the Annual Meeting as indicated or, if no
instruction is given, in favor of all of the Proposals. As to any other business
which may properly come before the Annual Meeting, all properly executed Proxy
Cards will be voted by the persons named therein in accordance with their best
judgement. The Company 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 Company a duly signed revocation or a Proxy Card bearing a later date or (b)
by electing to vote in person at the Annual Meeting.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The directors are divided into three classes, consisting of three members
whose terms expire at the Annual Meeting, three members whose terms expire at
the 2000 annual meeting of Shareholders and two members whose terms expire at
the 2001 annual meeting of Shareholders. At the Annual Meeting, three directors
will be elected to hold office until the 2002 annual meeting of Shareholders and
until their successors are elected and qualify. Jeffrey H. Lynford, Douglas
Crocker II and Mark S. Germain, each of whom is presently a director of the
Company, are nominees for election as directors for such term. The terms of
Richard S. Frary, Frank J. Hoenemeyer and Frank J. Sixt expire in 2000 and the
terms of Edward Lowenthal and Rodney F. Du Bois expire in 2001.
For information regarding the beneficial ownership of Common Shares and
Class A Common Shares by the current directors of the Company, see "Security
Ownership of Certain Beneficial Owners and Management."
EXCEPT WHERE OTHERWISE INSTRUCTED, PROXIES SOLICITED BY THIS PROXY
STATEMENT WILL BE VOTED FOR THE ELECTION OF EACH OF THE BOARD'S NOMINEES LISTED
BELOW. Each such nominee has consented to be named in this Proxy Statement and
to continue to serve as a director if elected.
NOMINEES FOR ELECTION AS DIRECTORS
The following individuals are nominees for election as directors at the
Annual Meeting:
Jeffrey H. Lynford, age 51, has been the Chairman of the Board, Secretary
and a director of the Company since its formation in January 1997. Mr. Lynford
served as the Chairman of the Board and Secretary of Wellsford Residential
Property Trust (the "Trust"), a Maryland real estate investment trust ("REIT"),
from its formation in July 1992 until consummation of the merger of Equity
Residential Properties Trust ("EQR"), a Maryland REIT, into the Trust (the
"Merger") in May 1997 and was the Chief Financial Officer of the Trust from July
1992 until December 1994. Mr. Lynford currently serves as a trustee of
Polytechnic University, Caramoor Center for Music and the Arts, a trustee
emeritus of the National Trust for Historic Preservation and as a director of
five mutual funds: Cohen & Steers Total Return Realty Fund, Inc., Cohen & Steers
Realty Shares, Inc., Cohen & Steers Realty Income Fund, Inc., Cohen & Steers
Special Equity Fund, Inc. and Cohen & Steers Equity Income Fund, Inc.
Mr. Lynford also serves as a trustee of EQR. He is also a member of the New York
bar.
Douglas Crocker II, age 58, has been a director of the Company since May
1997. Mr. Crocker has been President, Chief Executive Officer and a trustee of
EQR, the general partner of ERP Operating Limited Partnership, since March 1993.
He is also a director of Ventas, Inc., a real estate company focusing on the
ownership and acquisition of health care properties and was a director of
Horizon Group Incorporated, an owner, developer and operator of outlet retail
properties from July 1996 to June 1998. Mr. Crocker has been President and Chief
Executive Officer of First Capital Financial Corporation, a sponsor of public
limited real estate partnerships ("First Capital"), since December 1992 and a
director of First Capital since January 1993. He was an executive vice president
of Equity Financial and Management Company, a subsidiary of Equity Group
Investments, Inc., an owner, manager and financier of real estate and
corporations ("EGI"), providing strategic direction and services for EGI's real
estate and corporate activities from November 1992 until March 1997.
Mark S. Germain, age 48, has been a director of the Company since May 1997.
Mr. Germain served as a trustee of the Trust from November 1992 until
consummation of the Merger in May 1997. Currently he is employed by Olmsted
Group L.L.C., which is a consultant to biotechnology and other high technology
companies. Mr. Germain also serves as a board member of several privately held
biotechnology companies. Previously, from 1990 to 1994, Mr. Germain was employed
by D. Blech & Company, Incorporated, a merchant bank. From 1986 to 1989, he was
President and Chief Operating Officer of The Vista Organization, Ltd., and from
1989 to 1990, its President and Chief Executive Officer. Mr. Germain was a
partner in a New York law firm prior to 1986.
---------------------------
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE FOR
DIRECTOR.
---------------------------
2
<PAGE>
OTHER DIRECTORS
Information concerning the other directors whose terms of office continue
after the Annual Meeting is set forth below:
Edward Lowenthal, age 54, has been the President, Chief Executive Officer
and a director of the Company since its formation in January 1997.
Mr. Lowenthal served as the President and Chief Executive Officer and as a
trustee of the Trust from its formation in July 1992 until consummation of the
Merger in May 1997. Mr. Lowenthal currently serves as a director of Corporate
Renaissance Group, Inc., a mutual fund, a director of Omega Healthcare, Inc., a
REIT, a director of Omega Worldwide, Inc., a director of Great Lakes REIT, Inc.,
a REIT that owns and operates office buildings, and a trustee of EQR. He is also
a member of The Board of Governors of NAREIT.
Rodney F. Du Bois, age 63, has been a director of the Company since May
1997. Mr. Du Bois served as a trustee of the Trust from November 1992 until
consummation of the Merger in May 1997. Mr. Du Bois also has been President and
co-owner of Goshawk Corporation, which provides finance and general corporate
services, since 1982. Mr. Du Bois was a founder of Mountain Cable Company, a
cable TV multiple system operator, and its Chairman from 1985 until the
company's sale in 1988. Previously, Mr. Du Bois served as Executive Vice
President and a director of C. Brewer and Co., Chairman of Alexander and Baldwin
Agribusiness, Inc., a managing director of Warburg, Paribas, Becker, Inc. and a
Professor of Real Estate at the Amos Tuck School of Business Administration at
Dartmouth College.
Richard S. Frary, age 51, has been a director of the Company since December
1998. Mr. Frary is one of the founding partners of Tallwood Associates, Inc.
("Tallwood"). At Tallwood, Mr. Frary is primarily engaged in real estate
acquisition, management and development. Mr. Frary also provides advisory
services specializing in corporate real estate restructurings. Prior to starting
Tallwood, Mr. Frary was a Managing Director at Drexel Burnham Lambert Inc.
("Drexel"). During his 11 years at Drexel, Mr. Frary was Head of the Corporate
Finance Department's real estate group and a member of the department's
Executive Committee. Mr. Frary has also had experience as a CPA with a big eight
accounting firm, as a CFO of a NYSE listed REIT, and as a national homebuilder.
A graduate of The Johns Hopkins University, Mr. Frary holds an MBA from Harvard
Business School. Mr. Frary is a director of Washington Homes, Inc., and CGA,
Ltd. and a co-founder of Brookwood Financial Co., Inc., European Property
Partners and Ansonia Apartments.
Frank J. Hoenemeyer, age 79, has been a director of the Company since May
1997. Mr. Hoenemeyer served as a trustee of the Trust from November 1992 until
consummation of the Merger in May 1997. Mr. Hoenemeyer also currently serves as
a director of American International Group, Inc., W.P. Carey Advisors, Inc. and
Carey Fiduciary Advisors, Inc. (subsidiaries of W.P. Carey & Co., Inc.) and as
Vice Chairman of the Investment Committee of W.P. Carey & Co., Inc. From 1947 to
1984, he was employed by The Prudential Insurance Company of America where he
served as Vice Chairman and Chief Investment Officer prior to his retirement.
Frank J. Sixt, age 47, has been a director of the Company since May 1997.
Mr. Sixt served as a trustee of the Trust from November 1992 until consummation
of the Merger in May 1997. Mr. Sixt currently serves as Group Finance Director
of Hutchison Whampoa Limited. He is an Executive Director of Cheung Kong
(Holdings) Limited, Cheung Kong Infrastructure Holdings Limited and Hong Kong
Electric Holdings Limited in Hong Kong; Orange PLC in the UK; and Husky Oil
Limited, and Concord Pacific Group Inc. in Canada. Previously, from 1987 to
1990, Mr. Sixt was a partner in the law firm of Stikeman Elliott.
EXECUTIVE OFFICERS
Each Executive Officer of the Company holds office at the pleasure of the
Board. The Executive Officers of the Company are as set forth below:
Jeffrey H. Lynford, Chairman of the Board and Secretary. Biographical
information regarding Mr. Lynford is set forth above under "Nominees for
Election as Directors".
Edward Lowenthal, President and Chief Executive Officer. Biographical
information regarding Mr. Lowenthal is set forth above under "Other Directors".
3
<PAGE>
Gregory F. Hughes, age 35, has been the Chief Financial Officer of the
Company since its formation in January 1997. Mr. Hughes served as a Vice
President--Chief Financial Officer of the Trust from December 1994 until
consummation of the Merger in May 1997. From March 1993 until December 1994 he
was a Vice President and Chief Accounting Officer of the Trust. During 1992,
Mr. Hughes was a controller with Jones Lang Wootton Realty Advisors, a firm that
provides real estate asset management and investment consultation services. From
1985 to 1991, Mr. Hughes was a manager with Kenneth Leventhal & Company, a
public accounting firm specializing in real estate and financial services.
Mr. Hughes is a certified public accountant.
David M. Strong, age 40, has been a Vice President for Development of the
Company since its formation in January 1997. Mr. Strong served as a Vice
President of the Trust from July 1995 until consummation of the Merger in May
1997. From July 1994 until July 1995 he was Acquisitions and Development
Associate of the Trust. From 1991 to 1994, Mr. Strong was President and owner of
LPI Management, Inc., a commercial real estate company providing management and
consulting services. From 1984 to 1991, he was a senior executive with the
London Pacific Investment Group, a real estate development, investment and
management firm active in Southern California and Western Canada. From 1979 to
1984, Mr. Strong was a manager with Arthur Young and Company, a public
accounting firm. Mr. Strong is a member of the Canadian Institute of Chartered
Accountants.
KEY EMPLOYEES
Richard R. Previdi, age 43, is the Chief Operating Officer of Wellsford
Commercial Properties Trust, a Maryland REIT and wholly owned subsidiary of the
Company, and has managed the acquisition and operation of the commercial
properties of the Company (and its predecessor) since September 1996. From May
1988 until May 1994, he was first a Partner and then a Managing Director with
Trammell Crow Company in the firm's Washington, D.C. area office. From October
1985 to May 1988, he was first a Project Manager and then a Principal with
Trammell Crow Company in the same office. From October 1982 until October 1985,
Mr. Previdi was a manager with Arthur Young and Company, a public accounting
firm.
William H. Darrow II, age 51, has been a Managing Director of the Company
since August 1997. From 1993 to 1997, Mr. Darrow was a founder and partner of
Mansfield Partners, Inc., a real estate investment, management, and consulting
firm. From 1989 until 1993, Mr. Darrow was Senior Vice President and Manager of
the US Real Estate Group of Banque Indosuez, a French merchant bank. From 1987
until 1989, he was President of CRI Institutional Real Estate. From 1984 to
1987, Mr. Darrow was a managing director in the corporate finance group of
Prudential-Bache Securities. From 1983 to 1984, he was President of Dade Savings
and Loan Association. Prior to joining Dade Savings, Mr. Darrow was a Senior
Vice President with Chemical Bank, which he joined in 1969.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of Common Shares and Class A Common Shares (collectively, the
"Shares") by each person known by the Company to be the beneficial owner of more
than five percent of the Company's outstanding Common Shares, by each director
of the Company, by each officer of the Company named in the Summary Compensation
Table below, and by all directors and officers of the Company as a group. Each
person named in the table has sole voting and investment power with respect to
all shares shown as beneficially owned by such person, except as otherwise set
forth in the notes to the table.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1)(2) BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS(3)
- -------------------------------------------------------------------- -------------------- -----------------------
<S> <C> <C>
Jeffrey H. Lynford(4)............................................... 1,409,457 6.44%
Edward Lowenthal(5)................................................. 1,407,125 6.43%
Gregory F. Hughes(6)................................................ 542,868 2.56%
David M. Strong(7).................................................. 158,389 *
Douglas Crocker II(8) .............................................. 33,359 *
c/o Equity Residential Properties Trust
Two North Riverside Plaza
Chicago, Illinois 60606
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1)(2) BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS(3)
- -------------------------------------------------------------------- ---------- -----
<S> <C> <C>
Rodney F. Du Bois(9) ............................................... 56,484 *
32 Rip Road
Hanover, New Hampshire 03755
Richard S. Frary(10) ............................................... 30,680 *
c/o Tallwood Associates, Inc.
1350 Avenue of the Americas, Suite 2701
New York, NY 10019
Mark S. Germain(11) ................................................ 123,350 *
6 Olmsted Road
Scarsdale, New York 10583
Frank J. Hoenemeyer(12) ............................................ 12,917 *
7 Harwood Drive
Madison, New Jersey 07940
Frank J. Sixt(13) .................................................. 93,249 *
c/o Hutchison Whampoa Limited
22nd Floor, 10 Harcourt Road
Hong Kong
All directors and executive officers
as a group (10 persons)(14)....................................... 3,867,878 16.21%
Morgan Stanley DeanWitter Investment Management Inc. ............... 3,025,684 14.58%
1221 Avenue of the Americas
New York, NY 10036
Gotham Partners, L.P. .............................................. 2,573,632 12.40%
110 East 42nd Street
New York, NY 10017
Mutual Qualified Fund(15) .......................................... 2,404,348 11.59%
51 John F. Kennedy Parkway
Short Hills, NJ 07078
Mutual Beacon Fund(16) ............................................. 1,583,221 7.63%
51 John F. Kennedy Parkway
Short Hills, NJ 07078
Yale University .................................................... 1,185,032 5.71%
230 Prospect Street
New Haven, CT 06511
</TABLE>
- ------------------
<TABLE>
<S> <C>
* Less than 1.0%
(1) Unless otherwise indicated, the address of each person is c/o Wellsford Real Properties, Inc., 535 Madison
Avenue, New York, New York 10022.
(2) WHWEL Real Estate Limited Partnership, a Delaware limited partnership ("Whitehall"), has the right to acquire
Common Shares pursuant to warrants and in exchange for certain membership units it receives in
Wellsford/Whitehall Properties II, L.L.C., a Delaware limited liability company ("Wellsford Commercial");
provided, however, that in either case at the Company's election, Whitehall may receive cash based upon the
market value of the Common Shares. The Company has indicated that it does not currently intend to issue, upon
the exercise of any warrants or the exchange right, Common Shares equal to 20% or more of its Common Shares
outstanding on the date of the issuance of the warrants or the exchange right.
(3) Assumes the conversion of 339,806 Class A Common Shares issued to ERP Operating Limited Partnership, an
Illinois limited partnership, into 339,806 Common Shares.
</TABLE>
(Footnotes continued on next page)
5
<PAGE>
(Footnotes continued from previous page)
<TABLE>
<S> <C>
(4) Includes 1,138,205 Common Shares issuable upon the exercise of options (309,055 of which are exercisable on
or before June 15, 1999). Options to purchase 452,705 of these shares represent replacement options for Trust
share options which had exercise prices ranging from $18.94 to $26.375. Also includes 185,401 Common Shares
contributed to the Company's deferred compensation plan with respect to which Mr. Lynford does not have
voting power or distribution rights. Also includes 7,797 Common Shares held by the Lynford Family Charitable
Trust, u/a dated December 16, 1984; Mr. Lynford disclaims beneficial ownership of such shares. Also includes
5,850 Common Shares held by Mr. Lynford's Keough account.
(5) Includes 1,138,205 Common Shares issuable upon the exercise of options (309.055 of which are exercisable on
or before June 15, 1999). Options to purchase 452,705 of these shares represent replacement options for Trust
share options which had exercise prices ranging from $18.94 to $26.375. Also includes 185,401 Common Shares
contributed to the Company's deferred compensation plan with respect to which Mr. Lowenthal does not have
voting power or distribution rights. Also includes 291 Common Shares held by Ilene Lowenthal,
Mr. Lowenthal's wife, and 150 Common Shares held by Jared Lowenthal, Mr. Lowenthal's son; Mr. Lowenthal
disclaims beneficial ownership of such shares. Also includes 2,000 Common Shares held by Mr. Lowenthal's
Keough account.
(6) Includes 428,105 Common Shares issuable upon the exercise of options (133,254 of which are exercisable on or
before June 15, 1999). Options to purchase 102,605 of these shares represent replacement options for Trust
share options which had exercise prices ranging from $18.94 to $29.375.
(7) Includes 136,126 Common Shares issuable upon the exercise of options (76,378 of which are exercisable on or
before June 15, 1999). Options to purchase 40,626 of these shares represent replacement options for Trust
share options which had exercise prices ranging from $18.94 to $22.50.
(8) Includes 31,375 Common Shares issuable upon the exercise of options (24,250 of which are exercisable on or
before June 15, 1999). Excludes 339,806 Class A Common Shares issued to ERP Operating Limited Partnership.
Mr. Crocker is President, Chief Executive Officer and a trustee of EQR, the general partner of ERP Operating
Limited Partnership, and disclaims beneficial ownership of such shares.
(9) Includes 52,750 Common Shares issuable upon the exercise of options (38,500 of which are exercisable on or
before June 15, 1999). Also includes 1,500 Common Shares held by Carol Du Bois, Mr. Du Bois' wife; Mr. Du
Bois disclaims beneficial ownership of such shares.
(10) Includes 5,000 Common Shares issuable upon the exercise of options, all of which are exercisable on or before
June 15, 1999. Also includes 5,000 Common shares held by Irene Frary, Mr. Frary's wife; Mr. Frary disclaims
beneficial ownership of such shares.
(11) Includes 91,265 Common Shares issuable upon the exercise of options (77,015 of which are exercisable on or
before June 15, 1999). Options to purchase 38,515 of these shares represent replacement options for Trust
share options which had exercise prices ranging from $18.94 to $26.375. Also includes 30,101 Common Shares
held by Margery Germain, Mr. Germain's wife; Mr. Germain disclaims beneficial ownership of such shares.
(12) Includes 933 Common Shares held by the Frank J. Hoenemeyer Individual Retirement Account. Does not include
91,265 Common Shares issuable upon the exercise of options which were transferred in accordance with the
terms of the applicable Share Option Agreements.
(13) Includes 91,265 Common Shares issuable upon the exercise of options (77,015 of which are exercisable on or
before June 15, 1999). Options to purchase 38,515 of these shares represent replacement options for Trust
share options which had exercise prices ranging form $18.94 to $26.375.
(14) Includes the Common Shares referred to in footnotes (4) through (13) above.
</TABLE>
(Footnotes continued on next page)
6
<PAGE>
(Footnotes continued from previous page)
<TABLE>
<S> <C>
(15) Mutual Qualified Fund has granted to an unaffiliated third party an irrevocable proxy to vote 836,500 of the
Common Shares that it owns. An additional 614,747 Common Shares that it owns are subject to a voting trust,
the trustee of which is an unaffiliated third party.
Mutual Qualified Fund is one of the series comprising Franklin Mutual Series Fund Inc., a publicly held
open-end investment company registered with the Securities and Exchange Commission (the "SEC") under the
Investment Company Act of 1940, as amended. Its investment advisor is Franklin Mutual Advisers, Inc.
("FMAI"), an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as
amended. Pursuant to an investment advisory agreement with Mutual Qualified Fund, FMAI has sole investment
discretion and voting authority with respect to the shares owned by Mutual Qualified Fund. FMAI has no
interest in dividends or proceeds from the sale of such securities and disclaims beneficial ownership of all
the securities owned by Mutual Qualified Fund.
(16) Mutual Beacon Fund is one of the series comprising Franklin Mutual Series Fund Inc., a publicly held open-end
investment company registered with the SEC under the Investment Company Act of 1940, as amended. Its
investment advisor is FMAI. Pursuant to an investment advisory agreement with Mutual Beacon Fund, FMAI has
sole investment discretion and voting authority with respect to the shares owned by Mutual Beacon Fund. FMAI
has no interest in dividends or proceeds from the sale of such securities and disclaims beneficial ownership
of all the securities owned by Mutual Beacon Fund.
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the
compensation of the Chief Executive Officer and each of the other Executive
Officers of the Company whose cash compensation from the Company exceeded
$100,000 for the year ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
------------------------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------------ --------------------------------- PAYOUTS
OTHER SECURITIES -------
ANNUAL UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL COMPENSATION RESTRICTED STOCK OPTIONS/SARS PAYOUTS COMPENSATION
POSITION YEAR SALARY(A) BONUS (B) AWARDS(S)(C) (D) (E) (F)
- ----------------------- ---- --------- -------- --------------- ---------------- --------------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward Lowenthal
President and Chief
Executive Officer.... 1998 $ 283,250 $650,000(G) -- $975,000 200,000 -- $ 16,095
1997 $ 275,000 $525,000(H) -- $225,000 485,500 -- $ 16,095
Jeffrey H. Lynford
Chairman of the Board
and Secretary........ 1998 $ 283,250 $650,000(G) -- $975,000 200,000 -- $ 16,084
1997 $ 275,000 $525,000(H) -- $225,000 485,500 -- $ 16,084
Gregory F. Hughes
Chief Financial
Officer.............. 1998 $ 203,000 $400,000(I) -- $600,000 40,000 -- $ 1,500
1997 $ 200,000 $225,000 -- $225,000 285,500 -- $ 1,500
David M. Strong
Vice President--
Development.......... 1998 $ 150,000 $100,000 -- $150,000 10,000 -- $ 1,500
1997 $ 125,000 $ 75,000 -- -- 85,500 -- $ 1,500
</TABLE>
- ------------------
<TABLE>
<S> <C>
(A) Amounts shown for 1997 are annualized.
(B) No named Executive Officer received perquisites or other personal benefits aggregating more than the lesser
of 10% of his total annual salary and bonus or $50,000.
</TABLE>
(Footnotes on next page)
7
<PAGE>
(Footnotes continued from previous page)
<TABLE>
<S> <C>
(C) Messrs. Lowenthal, Lynford and Hughes each received a grant of 14,286 restricted Common Shares in December
1997 (the "1997 Restricted Share Grants"). Twenty percent (20%) of the1997 Restricted Share Grants vest on
each anniversary date of the grant over a 5-year period provided that the respective Executive Officer is
still employed by the Company (otherwise, any unvested restricted Common Shares will be redeemed by the
Company at $.01 per share). Unless and until the Company redeems such Common Shares, each named Executive
Officer has sole voting power and the right to receive all dividends (if any) with respect to such Common
Shares. Messrs. Lowenthal, Lynford, Hughes and Strong received grants of 109,860, 109,860, 67,606 and 16,902
restricted Common Shares, respectively, in December 1998 (the "1998 Restricted Share Grants"). One third of
the 1998 Restricted Share Grants vest on each anniversary date of the grant over a 3-year period, with the
same terms as the 1997 Restricted Share Grants. Notwithstanding the foregoing, all of the 1997 Restricted
Share Grants and 1998 Restricted Share Grants were contributed to the Company's deferred compensation plan
and, therefore, the respective Executive Officers do not have voting power or distribution rights with
respect to such Common Shares. Based upon the market price on the date immediately preceding the date of
grant of $15.75 per Common Share, the 1997 Restricted Share Grants had an aggregate market value of $675,000.
The aggregate market value of such grants, based on the closing price of the Company's Common Shares on
December 31, 1998 ($10.3125 per share), was $441,973. Based upon the market price on the date immediately
preceding the date of grant of $8.875 per Common Share, the 1998 Restricted Share Grants had an aggregate
market value of $2,700,000. The aggregate market value of such grants, based on the closing price of the
Company's Common Shares on December 31, 1998 ($10.3125 per share), was $3,137,351.
(D) See "Management Incentive Plans" regarding certain other options issued by the Company.
(E) "LTIP Payouts" refers to long-term incentive plan payouts.
(F) The amounts set forth include annual premiums of $14,595 and $14,584 in both 1998 and 1997 made by the
Company related to split dollar life insurance plans for the benefit of Messrs. Lowenthal and Lynford,
respectively. The Company expects to be reimbursed for these payments from the proceeds of this insurance, if
any.
The amounts set forth also include contributions to the Company's defined contribution savings plan pursuant
to Section 401 of the Internal Revenue Code of 1986, as amended (the "Code"). $1,500 of such contributions
was made by the Company on behalf of each of Messrs. Lowenthal, Lynford, Hughes, and Strong relating to both
1998 and 1997.
(G) Includes 36,620 Common Shares valued at the closing price of the Company's Common Shares on the date
immediately preceding the date of grant ($8.875 per share) and contributed to the Company's deferred
compensation plan.
(H) Includes 19,048 Common Shares valued at the closing price of the Company's Common Shares on the date
immediately preceding the date of grant ($15.75 per share) and contributed to the Company's deferred
compensation plan.
(I) Includes 16,902 Common Shares valued at the closing price of the Company's Common Shares on the date
immediately preceding the date of grant ($8.875 per share) and contributed to the Company's deferred
compensation plan.
</TABLE>
8
<PAGE>
The following table sets forth certain information concerning options
granted during the year ended December 31, 1998 to the Executive Officers named
in the Summary Compensation Table above. The Company did not grant any share
appreciation rights during this period. See "Management Incentive Plans"
regarding certain other options issued by the Company.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS/SARS EMPLOYEES IN OR BASE EXPIRATION PRESENT
NAME GRANTED(A) FISCAL YEAR PRICE DATE VALUE(B)
- ---------------------------------------------- ------------ ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Edward Lowenthal.............................. 200,000(C) 31% (D) 2008 $1,115,000
Jeffrey H. Lynford............................ 200,000(C) 31% (D) 2008 $1,115,000
Gregory F. Hughes............................. 40,000(C) 6% (D) 2008 $ 207,600
David M. Strong............................... 10,000(C) 2% (D) 2008 $ 51,900
</TABLE>
- ------------------
(A) The right to receive reload options was given in connection with such
options. The reload options enable the Executive Officer to purchase a
number of Common Shares equal to the number of Common Shares delivered by
him to exercise the underlying option. The effective date of the grant of
the reload options will be the date the underlying option is exercised by
delivering Common Shares to the Company. The reload options have the same
expiration date as the underlying options and will have an exercise price
equal to the fair market value of the Common Shares on the effective date of
the grant of the reload options.
(B) Based upon the Black-Scholes option pricing model using (i) a 26% expected
volatility and (ii) a 5.79% risk-free rate of return for the options granted
to Messrs. Lowenthal and Lynford and using (i) a 38% expected volatility and
(ii) a 4.89% risk-free rate of return for the options granted to Messrs.
Hughes and Strong based upon the data available on the date of grant.
(C) One fifth of the options granted to Messrs. Lowenthal and Lynford in the
fiscal year ended December 31, 1998 vest and become exercisable on each of
March 11, 1999, 2000, 2001, 2002 and 2003 provided such Executive Officer is
employed by the Company on each such date. One fifth of the options granted
to Messrs. Hughes and Strong in the fiscal year ended December 31, 1998 vest
and become exercisable on each of December 10, 1999, 2000, 2001, 2002 and
2003 provided such Executive Officer is employed by the Company on each such
date.
(D) 100,000 of each of Messrs. Lowenthal's and Lynford's options have an
exercise price of $17.50 per share, the balance of Messrs. Lowenthal's and
Lynford's options have an exercise price of $20.00 per share. Messrs.
Hughes' and Strong's options have an exercise price of $8.91 per share,
equal to the fair market value on the date of grant.
9
<PAGE>
The following table sets forth certain information concerning the value of
unexercised options as of December 31, 1998 held by the Executive Officers named
in the Summary Compensation Table above. No options were exercised by the
Executive Officers during the period ended December 31, 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FISCAL YEAR-END(A) FISCAL YEAR-END(B)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Edward Lowenthal......................................... 121,086 1,017,119 $30,468 $ 36,166
Jeffrey H. Lynford....................................... 121,086 1,017,119 $30,468 $ 36,166
Gregory F. Hughes........................................ 72,565 355,540 $ 9,240 $ 105,954
David M. Strong.......................................... 38,709 97,417 $28,693 $ 37,834
</TABLE>
- ------------------
(A) The right to receive reload options was given in connection with such
options. The reload options enable the Executive Officer to purchase a
number of Common Shares equal to the number of Common Shares delivered by
him to exercise the underlying option. The effective date of the grant of
the reload options will be the date the underlying option is exercised by
delivering Common Shares to the Company. The reload options have the same
expiration date as the underlying options and will have an exercise price
equal to the fair market value of the Common Shares on the effective date of
the grant of the reload options.
(B) The fair market value on December 31, 1998 of the Common Shares underlying
the options was $10.3125 per Common Share.
BOARD OF DIRECTORS' MEETINGS
The Board held seven regular meetings during 1998. Management also confers
frequently with the Board on an informal basis to discuss Company affairs. Frank
J. Sixt attended two of the Board meetings held during 1998; Frank J. Hoenemeyer
attended five of the Board meetings held during 1998.
BOARD COMMITTEES
The Board has established an Executive Committee, a Compensation Committee
and an Audit Committee. The Board does not have a nominating committee or a
committee performing the functions of a nominating committee; the entire Board
performs the usual functions of such committee.
Executive Committee. The Executive Committee consists of Messrs. Lynford,
Lowenthal and Hoenemeyer. The Executive Committee has the authority to acquire,
dispose of and finance investments for the Company and execute contracts and
agreements, including those related to the borrowing of money by the Company,
and generally to exercise all other powers of the directors except for those
which require action by all directors or the independent directors under the
charter or bylaws of the Company or under applicable law.
Compensation Committee. The Compensation Committee consists of Messrs.
Crocker, Du Bois, Frary, Germain, Hoenemeyer and Sixt, none of whom are
employees of the Company. The Compensation Committee reviews the Company's
compensation and employee benefit plans, programs and policies, approves
employment agreements and monitors the performance and compensation of the
executive officers and other employees. The Compensation Committee held one
meeting during 1998.
Audit Committee. The Audit Committee consists of Messrs. Du Bois, Frary,
Germain, Hoenemeyer and Sixt and makes recommendations concerning the engagement
of independent public accountants, reviews with the independent public
accountants the plans and results of the audit engagement, approves the
professional services provided by the independent public accountants, reviews
the independence of the independent public accountants, considers the range of
audit and non-audit fees, reviews the adequacy of the Company's internal
accounting controls and reviews related party transactions. The Audit Committee
held one meeting during 1998.
10
<PAGE>
COMPENSATION OF DIRECTORS
The Company pays to each of its directors who are not employees of the
Company (i) an annual fee of $16,000, payable quarterly in Common Shares, and
(ii) a fee of $2,250 payable in cash for each regular quarterly Board meeting at
which such director is present in person or by telephone. Each non-employee
director also receives options to purchase 5,000 Common Shares annually.
Directors who are employees of the Company are not paid any directors' fees. In
addition, the Company will reimburse the directors for travel expenses incurred
in connection with their activities on behalf of the Company.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs. Lynford and
Lowenthal (the "Senior Executives"), pursuant to which Mr. Lynford serves as the
Chairman of the Board of the Company and Mr. Lowenthal serves as its President
and Chief Executive Officer. The Company has also entered into employment
agreements with Messrs. Hughes and Strong. The employment agreements with
Messrs. Lynford and Lowenthal will expire on December 31, 2002, and the
employment agreements with Messrs. Hughes and Strong will expire on May 29,
1999.
Each of the employment agreements is automatically extended for additional
one-year periods unless either the Executive Officer or the Company gives prior
notice not to extend the employment agreement, as specified in the agreement.
Pursuant to the employment agreements, each of the Executive Officers is
also entitled to incentive compensation to be determined by the Compensation
Committee. Mr. Hughes is entitled to incentive compensation equal to at least
50% of his annual base salary.
In the event that either of the Senior Executives dies during the term of
his employment agreement, or if the Company elects to terminate his employment
agreement as a result of the Senior Executive's total disability, the Company is
required to pay additional compensation for the longer of 36 months after such
termination or for the remaining term of his agreement at the rate of his then
annual base salary.
If a Senior Executive's employment agreement is terminated by the Senior
Executive following a "change in control" of the Company (as defined in the
agreements), then the Senior Executive shall be entitled to receive a lump sum
cash payment generally equal to the sum of (i) the amount of compensation that
he would have been entitled to had the agreement not been so terminated and
(ii) 299% of his average annual compensation of every type and form includible
in gross income received during the three year period preceding the calendar
year in which employment is terminated. If a Senior Executive's employment
agreement is terminated by the Company other than for "proper cause" (as defined
in the agreements) or death or disability, then the Senior Executive shall be
entitled to receive a lump sum cash payment generally equal to the greater of
(i) the amount of compensation that he would have been entitled to had the
agreement not been so terminated or (ii) 299% of his average annual compensation
of every type and form includible in gross income received during the three year
period preceding the calendar year in which employment is terminated.
The Senior Executives are also entitled to reimbursement of income taxes on
certain non-cash taxable income resulting from a change in control of the
Company, including taxable income resulting from accelerated loan forgiveness or
vesting of restricted shares or options. In addition, each Senior Executive is
entitled to receive an additional sum to cover certain resulting income and
excise tax liabilities that may be incurred on all of the foregoing.
If following a "change in control" of the Company (as defined in the
agreements), the employment agreement of either Mr. Hughes or Mr. Strong is
terminated (a) by the Company, other than for "Cause" (as defined in the
agreements) or (b) by Mr. Hughes or Mr. Strong, as the case may be, then
Mr. Hughes or Mr. Strong, as the case may be, shall be entitled to receive a
lump sum cash payment generally equal to the greater of (i) the amount of
compensation that he would have been entitled to had the agreement not been so
terminated and (ii) 200% of his average annual compensation of every type and
form includible in gross income received during the three year period preceding
the calendar year in which employment is terminated.
11
<PAGE>
MANAGEMENT INCENTIVE PLANS
The Company has a 1997 Management Incentive Plan and a 1998 Management
Incentive Plan (collectively, the "Management Incentive Plans") and a Rollover
Stock Option Plan (the "Rollover Plan"; together with the Management Incentive
Plans, the "Plans") for the purpose of aligning the interests of the Company's
directors, executive officers and employees with those of the Shareholders and
to enable the Company to attract, compensate and retain directors, executive
officers and employees and provide them with appropriate incentives and rewards
for their performance. The existence of the Plans should enable the Company to
compete more effectively for the services of such individuals. The Rollover Plan
was established for the purpose of granting options and corresponding rights to
purchase Common Shares in replacement of former Trust share options. Each Plan
provides for administration by a committee of two or more non-employee directors
established for such purpose.
Awards to directors, executive officers and other employees under the Plans
may take the form of stock options, including corresponding stock appreciation
rights and reload options. Under the Management Incentive Plans, the Company may
also provide restricted stock awards, stock purchase awards and stock purchase
loans to enable Management Incentive Plan participants to pay for stock purchase
awards. The maximum number of Common Shares that may be the subject of awards
under the Management Incentive Plans is 3,750,000 shares. Options to acquire
2,232,375 Common Shares have been granted under the Management Incentive Plans
to 21 individuals, including directors, executive officers and employees of the
Company. Options to purchase 1,326,235 Common Shares were granted under the
Rollover Plan at the closing of the Merger principally to certain executive
officers and directors of the Company. Messrs. Lynford, Lowenthal, Hughes and
Strong each received options under the Rollover Plan to purchase 452,705,
452,705, 102,605 and 40,626 Common Shares, respectively, which options represent
replacement options for Trust share options which had exercise prices ranging
from $18.94 to $29.375 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs.: Douglas Crocker II, Rodney
F. Du Bois, Richard S. Frary, Mark S. Germain, Frank J. Hoenemeyer and Frank J.
Sixt, none of whom is, or has been, an officer or employee of the Company.
Jeffrey H. Lynford, the Company's Chairman of the Board, and Edward Lowenthal,
the Company's President and Chief Executive Officer, each serve on the board of
trustees of EQR, of which Douglas Crocker II is President, Chief Executive
Officer and a trustee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee reviews and adopts compensation plans, programs
and policies and monitors the performance and compensation of Executive
Officers.
The key elements of the Company's executive compensation package are base
salary, annual bonus and long-term incentives. The policies with respect to each
of these elements are discussed below.
COMPENSATION PHILOSOPHY
The Compensation Committee seeks to enhance the profitability of the
Company, and thus Shareholder value, by aligning closely the financial interests
of the Company's Executive Officers with those of its Shareholders. The
Compensation Committee believes that the Company's compensation program should:
o Emphasize share ownership and, thereby, tie long-term compensation to
increases in Shareholder value.
o Enhance the Company's ability to attract and retain qualified Executive
Officers.
o Stress teamwork and overall Company results.
12
<PAGE>
BASE SALARY
Base salaries for Executive Officers are determined by evaluating the
responsibilities of the position held and the experience and qualifications of
the individual, with reference to the competitive marketplace for Executive
Officers at certain other similar companies. The Company believes that the base
salaries for its Executive Officers are less than the average of the base
salaries for Executive Officers at such other similar companies.
ANNUAL BONUS
Pursuant to their employment agreements, each of the Executive Officers is
entitled to incentive compensation to be determined by the Compensation
Committee. Mr. Hughes is entitled to incentive compensation equal to at least
50% of his annual base salary.
The bonuses awarded in 1998 reflect the financial and strategic successes
which the Company achieved, including the merger of Wellsford Capital
Corporation, a Maryland corporation and wholly-owned subsidiary of the Company,
with and into Value Property Trust, a Maryland REIT, in February 1998, the
acquisition of 2.1 million square feet ("SF") of commercial space by
Wellsford/Whitehall Properties II, L.L.C., the Company's joint venture with an
affiliate of Goldman, Sachs & Co., including the acquisition in a single
transaction of 1.0 million SF in Boston, MA, the successful negotiation of two
new joint ventures with Creamer Realty Consultants and The Liberty Hampshire
Company, L.L.C., the funding of approximately $75 million of real estate-related
debt securities, and the successful completion of Phase II of the Company's
Palomino Park development, Red Canyon, as well as each respective Executive
Officer's time and effort during the year.
LONG-TERM INCENTIVE
Long-term incentives are designed to align the interests of the Executive
Officers with those of the Shareholders. In awarding grants of restricted Common
Shares to Executive Officers and granting them options to purchase Common
Shares, consideration is given to the long-term incentives previously granted to
them.
Share options will generally be granted with an exercise price equal to the
fair market value of the Common Shares and vest and become exercisable over a
period of years based upon continued employment. This is intended to create
Shareholder value over the long term since the full benefit of the compensation
package cannot be realized unless share price appreciation occurs over a number
of years.
Grants of restricted Common Shares also form a part of the Company's
long-term incentive package. Typically, some portion of such grants will vest
annually over a period of several years, subject to the Company achieving
certain performance goals and the Executive Officer remaining employed by the
Company. In making grants of restricted Common Shares, the Compensation
Committee will consider and give approximately equal weight to an individual's
scope of responsibilities, experience, past contributions to the Company and
anticipated contributions to the Company's long-term success.
Another component of the Company's long-term incentive package may include
making loans to Executive Officers for the purchase of Common Shares. These
loans typically will be secured by the Common Shares purchased and otherwise
will be non-recourse. The loans may be interest-free and may be forgiven in
whole or in part over time provided that the Executive Officer remains employed
by the Company. In making share loans, the Compensation Committee will consider
the same factors it considers in making grants of restricted Common Shares.
The Compensation Committee believes that share options, grants of
restricted shares and loans to purchase shares promote loyalty to the Company
and encourage recipients to coordinate their interests with those of the
Shareholders. The Compensation Committee may consider additional types of
long-term incentives in the future.
COMPENSATION OF CHIEF EXECUTIVE OFFICER AND OF CHAIRMAN OF THE BOARD
Mr. Lowenthal's and Mr. Lynford's compensation is determined pursuant to
the principles noted above and as set forth in their employment agreements.
Specific consideration has been given to their qualifications, responsibilities
and experience in the real estate industry, and the compensation package awarded
to the most
13
<PAGE>
senior executive officers of other comparable companies with similar market
capitalization. The Company believes that Mr. Lowenthal's and Mr. Lynford's base
salaries as set forth in their employment agreements are less than the average
base salaries for comparable senior officers of such other similar companies.
For the long-term incentive component of Mr. Lowenthal's and Mr. Lynford's
compensation, see the tables above. Their long-term incentive compensation was
granted in light of the accomplishments of Messrs. Lowenthal and Lynford and the
Company during 1998, primarily the financial and strategic successes described
above under "Annual Bonus". Their long-term incentive compensation reflects the
Compensation Committee's desire to create incentives for each of them and focus
them on maximizing Shareholder value, and the practice of the Company's primary
competitors for executive talent of making long-term incentive grants to their
most senior officers.
It is the responsibility of the Compensation Committee to address the
issues raised by the tax laws which make certain non-performance-based
compensation to executives of public companies in excess of $1,000,000
non-deductible to the Company. In this regard, the Committee must determine
whether any actions with respect to this limit should be taken by the Company.
At this time, it is not anticipated that any Executive Officer will receive any
such compensation in excess of this limit. Therefore, the Compensation Committee
has not taken any action to comply with the limit.
CONCLUSION
Through the programs described above, a very significant portion of the
Company's executive compensation is linked to individual and Company performance
and the creation of Shareholder value. However, periodic business cycle
fluctuations may result in an imbalance for a particular period.
The foregoing report has been furnished by the Compensation Committee.
April 16, 1999
Douglas Crocker II Mark S. Germain
Rodney F. Du Bois Frank J. Hoenemeyer
Richard S. Frary Frank J. Sixt
14
<PAGE>
COMMON SHARE PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total Shareholder return on the
Common Shares for the period commencing May 30, 1997 through December 31, 1998
with the cumulative total return on the Standard & Poor's 500 Stock Index
("S&P 500") and the NAREIT Index for the same period. Total return values were
calculated based on cumulative total return assuming (i) the investment of $100
in the S&P 500, in the NAREIT Index and in the Common Shares on May 30, 1997,
and (ii) reinvestment of dividends. The total return for the Common Shares since
May 1997 is approximately 0.1% versus approximately -4.6% for the NAREIT Index
and approximately 45.0% for the S&P 500.
[LINE CHART]
WRP S&P 500 NAREIT
5/30/97 $100.00 $100.00 $100.00
12/31/97 151.70 114.40 117.50
12/31/98 100.10 145.00 95.40
Since the Company did not commence operations until May 30, 1997, the date
of the Spin-off, no data prior to that date is available.
The NAREIT Index (consisting of 211 companies with a total market
capitalization of $137.8 billion) is maintained by the National Association of
Real Estate Investment Trusts, Inc. and is published monthly based on the last
closing prices of the preceding month.
15
<PAGE>
CERTAIN TRANSACTIONS
In July and August 1998, the Company invested a total of $4.4 million in a
joint venture special purpose finance company ("SPFC") with The Liberty
Hampshire Company, L.L.C. This SPFC has invested in a participation in a real
estate-related debt security and has acquired an interest in REIS Reports, Inc.
("REIS"), a leading provider of real estate market information to institutional
investors. The primary shareholder of REIS is the brother of Mr. Lynford;
Mr. Lynford recused himself from the REIS investment decision.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors and the Audit Committee have appointed the firm of
Ernst & Young LLP, the Company's independent public accountants for the fiscal
year ended December 31, 1998, to audit the financial statements of the Company
for the fiscal year ending December 31, 1999. A proposal to ratify this
appointment is being presented to the Shareholders at the Annual Meeting. A
representative of Ernst & Young LLP is expected to be present at the meeting and
available to respond to appropriate questions and, although that firm has
indicated that no statement will be made, an opportunity for a statement will be
provided.
------------------------
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSED RATIFICATION OF
APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
------------------------
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Officers, directors and
greater-than-ten-percent Shareholders are required by regulation of the SEC to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the fiscal year
ended December 31, 1998, all Section 16 filing requirements applicable to its
officers, directors and greater-than-ten-percent beneficial owners were complied
with.
SHAREHOLDERS PROPOSALS
Proposals of Shareholders intended to be presented at the annual meeting of
Shareholders to be held in 2000 must be received by the Company at its principal
executive offices no later than December 16, 1999 for inclusion in the Company's
proxy statement and form of proxy relating to that meeting.
In addition, the Bylaws of the Company provide that in order for a
Shareholder to nominate a candidate for election as a director at an annual
meeting of Shareholders or propose business for consideration at such a meeting,
notice must be given to the Secretary of the Company no more than 90 days nor
less than 60 days prior to the first anniversary of the preceding year's annual
meeting. The fact that the Company may not insist upon compliance with these
requirements should not be construed as a waiver by the Company of its right to
do so at any time in the future.
16
<PAGE>
FINANCIAL AND OTHER INFORMATION
The Company's Annual Report for the fiscal year ended December 31, 1998,
including financial statements, has been concurrently sent to the Shareholders.
The Annual Report is not a part of the proxy solicitation materials. Additional
copies of the Company's Annual Report and Form 10-K for the year ended
December 31, 1998, as filed with the SEC, may be obtained without charge by
contacting Barbara Joyce at the Company's principal executive offices at 535
Madison Avenue, New York, NY 10022.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. Brokers and
nominees should forward soliciting materials to the beneficial owners of the
Common Shares held of record by such persons, and the Company will reimburse
them for their reasonable forwarding expenses. In addition to the use of the
mails, proxies may be solicited by directors, officers and regular employees of
the Company, who will not be specially compensated for such services, by means
of personal calls upon, or telephonic or telegraphic communications 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
$5,000, plus reimbursement of out-of-pocket expenses. No officer or director of
the Company has an interest in, or is related to any principal of, MacKenzie
Partners, Inc.
OTHER MATTERS
The Board knows of no matters other than those described in this Proxy
Statement which are likely to come before the Annual Meeting. If any other
matters properly come before the Annual Meeting, the persons named in the
accompanying form of proxy intend to vote the proxies in accordance with their
best judgement.
------------------------
17
