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.
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(Name of Registrant as Specified In Its Charter)
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WELLSFORD REAL PROPERTIES, INC.
535 Madison Avenue, 26th Floor
New York, NY 10022
April 24, 2000
Dear Stockholder:
You are cordially invited to attend the 2000 annual meeting of
stockholders which will be held on June 9, 2000, 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
stockholders will act is included in the Notice of Annual Meeting of
stockholders 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,
Jeffrey H. Lynford
Chairman of the Board
Edward Lowenthal
President and Chief Executive Officer
WELLSFORD REAL PROPERTIES, INC.
_____________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 9, 2000
_____________________
The annual meeting of stockholders 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 Friday, June 9, 2000 at 9:30 a.m. local time, for the following
purposes:
1. To elect three directors to terms expiring at the 2003 annual
meeting of stockholders.
2. To consider and act upon a proposal to amend the Company's Charter
to: i) effect a reverse stock split whereby each two outstanding
shares of common stock, par value $.01 per share, would be
automatically converted into one share of outstanding common stock
and each two shares of class A common stock, par value $.01 per
share, would be automatically converted into one share of
outstanding class A common stock; ii) reduce in the same proportion
as the outstanding shares are reduced by the reverse stock split,
the number of authorized shares of common stock of the Company from
197,650,000 to 98,825,000 and the number of authorized shares of
class A common stock of the Company from 350,000 to 175,000; and
iii) increase the par value of the common stock and class A common
stock from $.01 per share to $.02 per share.
3. To ratify the appointment of Ernst & Young LLP as the Company's
independent public accountants for the fiscal year ending December
31, 2000.
4. 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 24, 2000 as the record date for
determining the stockholders entitled to receive notice of and to vote at the
meeting.
STOCKHOLDERS 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
Jeffrey H. Lynford
Secretary
April 24, 2000
New York, New York
WELLSFORD REAL PROPERTIES, INC.
535 Madison Avenue, 26th Floor
New York, NY 10022
_____________________
PROXY STATEMENT
_____________________
June 9, 2000
Annual Meeting of Stockholders
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
"Stockholders") of the Company's issued and outstanding shares of common
stock, par value $.01 per share (the "Common Shares") and issued and
outstanding shares of Class A common stock, par value $.01 per share (the
"Class A Common Shares"), to be exercised at the annual meeting of
Stockholders to be held on June 9, 2000, 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 Stockholders.
This Proxy Statement and enclosed Proxy Card are being mailed to the
Stockholders on or about April 24, 2000.
At the Annual Meeting, the Stockholders will be asked to consider and
vote upon the following proposals (the "Proposals"):
1. The election of three directors to terms expiring at the 2003
annual meeting of Stockholders.
2. To consider and act upon a proposal to amend the Company's Charter
to: i) effect a reverse stock split whereby each two outstanding
Common Shares, would be automatically converted into one share of
outstanding common stock and each two outstanding Class A Common
Shares would be automatically converted into one outstanding share
of class A common stock and any holder of a fractional share of
common stock or class A common stock will receive a cash payment
equal to the fair market value of the fractional interest;
ii) reduce, in the same proportion as the outstanding shares are
reduced by the reverse stock split, the number of authorized shares
of common stock of the Company from 197,650,000 to 98,825,000 and
the number of authorized shares of class A common stock of the
Company from 350,000 to 175,000; and iii) increase the par value
of the common stock and class A common stock from $.01 per share to
$.02 per share.
3. The ratification of the appointment of Ernst & Young LLP as the
Company's independent public accountants for the fiscal year ending
December 31, 2000.
4. 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 24, 2000 (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, an aggregate of 16,304,564 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
Stockholders owning a majority of all the votes entitled to be cast is
required to amend the Company's Charter to effect the reverse stock split and
proportionate reduction in authorized shares of the Company (Proposal 2).
The affirmative vote of Stockholders 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 3). Abstentions and broker non-
votes will not be counted as votes cast and will have no effect on the result
of the vote on Proposals 1 and 3. Abstentions and broker non-votes will
have the effect of votes against Proposal 2.
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 Proxies 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 judgment. 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.
PROPOSAL 1
ELECTION OF DIRECTORS
The directors are divided into three classes, consisting of three
members whose terms expire at the Annual Meeting, two members whose terms
expire at the 2001 annual meeting of Stockholders and three members whose
terms expire at the 2002 annual meeting of Stockholders. At the Annual
Meeting, three directors will be elected to hold office until the 2003
annual meeting of Stockholders and until their successors are elected and
qualify. Richard S. Frary, who is presently a director of the Company, is a
nominee for election as a director for such term. Frank Sixt and Frank J.
Hoenemeyer are not going to stand for re-election as directors. Martin
Bernstein and Meyer Frucher have been nominated for election as directors to
fill the vacancies. The terms of Edward Lowenthal and Rodney F. Du Bois
expire in 2001 and the terms of Jeffrey H. Lynford, Douglas Crocker II and
Mark S. Germain expire in 2002.
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:
Richard S. Frary, age 52, 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 Chief
Financial Officer ("CFO") of a New York Stock Exchange ("NYSE") listed real
estate investment trust ("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.
Martin Bernstein, age 63, has been President of MFP Investors, L.L.C.,
an investment company, since November 1998 and has been a private investor
since 1988. Mr. Bernstein is also a director of The Grand Union Co., a food
retailer, a director of Astro Communications, a specialty lighting company,
and a trustee of MBOP Liquidation Trust, which has operated as a real estate
mortgage company.
Meyer "Sandy" Frucher, age 53, has been Chairman and Chief Executive
Officer of the Philadelphia Stock Exchange ("PHLX") since June 1998 after
serving on its Board of Governors since September 1997. From 1988 to 1997,
Mr. Frucher was Executive Vice President-Development of Olympia & York
Companies (U.S.A.) and coordinated and oversaw all of Olympia & York's
development projects in the United States. From 1988 to 1999 Mr. Frucher was
Trustee and then Chairman of the New York City School Construction Authority.
From 1984 to 1988 he was President and Chief Executive Officer of Battery
Park City Authority.
_____________________
The Board recommends that you vote FOR the election of
each nominee for director.
_____________________
Other Directors
Information concerning the other directors whose terms of office
continue after the Annual Meeting is set forth below:
Jeffrey H. Lynford, age 52, 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 the Trust,
from its formation in July 1992 until consummation of the Merger and was the
CFO 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 six real estate related mutual funds sponsored by Cohen
and Steers Capital Management Inc. Mr. Lynford also serves as a trustee of
EQR. He is also a member of the New York bar.
Douglas Crocker II, age 59, 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 49, 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. For the past five years he has been
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. He is also a member of
the New York bar.
Edward Lowenthal, age 55, 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
Omega Healthcare, Inc., a healthcare 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 64, has been Vice Chairman since May 1999, Chief
Financial Officer since June 1999 and 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. Goshawk Corporation is the managing
member of Goshawk Capital Partners, L.L.C., a private investment company.
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.
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 "Other Directors".
Edward Lowenthal, President and Chief Executive Officer. Biographical
information regarding Mr. Lowenthal is set forth above under "Other
Directors".
Rodney F. Du Bois, Vice Chairman and Chief Financial Officer.
Biographical information regarding Mr. Du Bois is set forth above under
"Other Directors".
David M. Strong, age 41, 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.
James J. Burns, age 60, has been the Senior Vice President and Chief
Accounting Officer of Wellsford Real Properties since October 1999. Mr.
Burns was previously a Senior Audit Partner with Ernst & Young's E&Y Kenneth
Leventhal Real Estate Group where he was employed for 25 years, including 23
years as a partner. His diversified real estate experience includes
servicing commercial and multifamily residential real estate developers and
owners, equity and mortgage Real Estate Investment Trusts, home builders,
hotel owners, mortgage banking and other companies. Mr. Burns is a Certified
Public Accountant and a member of the American Institute of Certified Public
Accountants.
Key Employees
Richard R. Previdi, age 43, is the President and Chief Operating Officer
of Wellsford Commercial Properties Trust ("WCPT"), a Maryland REIT and wholly
owned subsidiary of the Company, and has managed the acquisition and
operation of the commercial properties of Wellsford/Whitehall Group, LLC
("WWG") of which WCPT is the managing member, since August 1997. 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 52, 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 executive officer of the Company named in
the Summary Compensation Table below, and by all directors and executive
officers of the Company as a group. Gregory F. Hughes' employment by the
Company terminated on June 18, 1999. 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.
Amount and Nature Percentage
Name and Address of Beneficial of
of Beneficial Owner (1)(2) Ownership Class (3)
- ------------------------- ----------------- ----------
Jeffrey H. Lynford (4) . . . . . . 1,393,317 8.2
Edward Lowenthal (5) . . . . . . . 1,403,898 8.2
David M. Strong (6). . . . . . . . 179,640 *
James J. Burns (7) . . . . . . . . 50,000 *
Gregory F. Hughes (8). . . . . . . 248,897 *
5 Somerset Avenue
Garden City, New York 11530
Douglas Crocker II (9) . . . . . . 39,997 *
c/o Equity Residential Properties Trust
Two North Riverside Plaza
Chicago, Illinois 60606
Rodney F. Du Bois (10) . . . . . . 203,024 *
32 Rip Road
Hanover, New Hampshire 03755
Richard S. Frary (11). . . . . . . 32,318 *
c/o Tallwood Associates, Inc.
1350 Avenue of the Americas, Suite 2701
New York, New York 10019
Mark S. Germain (12) . . . . . . . 99,887 *
6 Olmsted Road
Scarsdale, New York 10583
Martin Bernstein (13). . . . . . . 7,199 *
c/o Franklin Mutual Advisors, LLC
51 John F. Kennedy Parkway
Short Hills, New Jersey, 07078
Meyer S. Frucher . . . . . . . . . 0 *
324 West 101 Street, #2
New York, New York, 10025
All directors and executive officers
as a group (11 persons) (14) . . 3,560,177 21.0
Morgan Stanley DeanWitter
Investment Management Inc. . . . 3,034,434 17.8
1221 Avenue of the Americas
New York, NY 10036
Franklin Mutual Advisors, LLC. . . 4,062,569 23.9
51 John F. Kennedy Parkway
Short Hills, New Jersey, 07078
______________
* 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 4,256,197 Common Shares at
$12.10 per share (or an aggregate of $51,500,000) pursuant to warrant
agreements. Payment may be made in cash or in exchange for certain
membership units Whitehall owns in WWG valued at their original cost.
Whitehall has the right to exchange an additional $25,000,000 of other
membership units it owns in WWG for shares of the Company's common stock
or cash at the Company's sole discretion, based upon the price paid for
such membership units and the current market value of the Company's
common stock. The two principals of Creamer Vitale Wellsford are the
holders in the aggregate of 148,000 five-year warrants to purchase the
Company's common shares at an exercise price of $15.18 per share.
(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.
(4) Includes 1,138,205 Common Shares issuable upon the exercise of options
(544,439 of which are exercisable on or before June 23, 2000). Options
to purchase 452,705 of these shares represent replacement options for
Trust share options. 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
(544,439 of which are exercisable on or before June 23, 2000). Options
to purchase 452,705 of these shares represent replacement options for
Trust share options. 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, Mr. Lowenthal disclaims beneficial ownership of such shares. Also
includes 2,000 Common Shares held by Mr. Lowenthal's Keough account.
(6) Includes 151,126 Common Shares issuable upon the exercise of options
(114,047 of which are exercisable on or before June 23, 2000). Options
to purchase 40,626 of these shares represent replacement options for
Trust share options.
(7) Represents 50,000 Common Shares issuable upon the exercise of options (0
of which are exercisable on or before June 23, 2000).
(8) Includes 199,605 Common Shares issuable upon the exercise of options all
of which are exercisable on or before June 23, 2000. Options to
purchase 102,605 of these shares represent replacement options for Trust
share options
(9) Includes 36,375 Common Shares issuable upon the exercise of options
(24,250 of which are exercisable on or before June 23, 2000). 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.
(10) Includes 177,750 Common Shares issuable upon the exercise of options
(102,750 of which are exercisable on or before June 23, 2000.) Also
includes 1,500 Common Shares held by Carol Du Bois, Mr. Du Bois' wife;
Mr. Du Bois disclaims beneficial ownership of such shares.
(11) Includes 10,000 Common Shares issuable upon the exercise of options,
(5,000 which are exercisable on or before June 23, 2000.) Also includes
5,000 Common Shares held by Irene Frary, Mr. Frary's wife; Mr. Frary
disclaims beneficial ownership of such shares.
(12) Includes 96,265 Common Shares issuable upon the exercise of options
(81,265 of which are exercisable on or before June 23, 2000). Options
to purchase 38,515 of these shares represent replacement options for
Trust share options. Also includes 30,101 Common Shares held by Margery
Germain, Mr. Germain's wife; Mr. Germain disclaims beneficial ownership
of such shares.
(13) Includes 4,800 Common Shares held by Mr. Bernstein's wife; Mr. Bernstein
disclaims beneficial ownership of such shares.
(14) Includes the Common Shares referred to in footnotes (4) through (13)
above.
<PAGE>
<TABLE>
<CAPTION>
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,
1999.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------------------------------------------------------------------------------------
Awards Payouts
---------------------------- ----------------------
Other Securities
Name and Annual Restricted Underlying LTIP All Other
Principal Compensation 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 . . . . . . 1999 $291,747 $325,000 --- $ 0 50,000 --- $ 17,095
1998 $283,250 $650,000(G) --- $975,000 200,000 --- $ 16,095
1997 $137,500 $525,000(H) --- $225,000 485,500 --- $ 16,095
Jeffrey H. Lynford
Chairman of the
Board and
Secretary . . . . . 1999 $291,747 $325,000 --- $ 0 50,000 --- $ 17,084
1998 $283,250 $650,000(G) --- $975,000 200,000 --- $ 16,084
1997 $137,500 $525,000(H) --- $225,000 485,500 --- $ 16,084
Rodney F. Du Bois (I)
Vice Chairman and
Chief Financial
Officer . . . . . . 1999 $133,333 $150,000 --- $200,000 125,000 --- $ 0
David M. Strong
Vice President -
Development . . . . 1999 $154,500 $100,000 --- $ 50,000 15,000 --- $ 2,500
1998 $150,000 $100,000 --- $150,000 10,000 --- $ 1,500
1997 $ 62,500 $ 75,000 --- $ 0 85,500 --- $ 1,500
James J. Burns
Chief Accounting
Officer . . . . . . 1999 $ 50,000 $ 50,000 --- $ 0 50,000 --- $ 0
Gregory F. Hughes (J)
Former Chief Financial
Officer . . . . . . 1999 $398,164 $ 0 --- $ 0 0 --- $ 0
1998 $203,000 $400,000(K) --- $600,000 40,000 --- $ 4,500
1997 $100,000 $225,000 --- $225,000 285,500 --- $ 4,500
(A) Amounts shown are actual payments by the Company.
(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 continued from previous page)
(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 the 1997 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. Mr. DuBois received a grant of 20,000
restricted common shares on May 3, 1999 (the "Restricted Share Grant").
One eighth of the Restricted Share Grant vests each quarter from the
date of the grant over a 2-year period. Mr. Du Bois received the
Restricted Share Grant at a price of $10.00 per common share. Mr.
Strong received a grant of 5,882 restricted common shares in December
1999 (the "1999 Restricted Share Grant"). One third of the 1999
Restricted Share Grant vests 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, 1998 Restricted Share Grants and 1999 Restricted Share Grant
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 $450,009. The aggregate market value of such
grants, based on the closing price of the Company's Common Shares on
December 31, 1999 ($8.50 per share), was $242,862. 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 $2,064,520. The aggregate market value of
such grants, based on the closing price of the Company's Common Shares
on December 31, 1999 ($8.50 per share), was $2,011,287. Based upon the
closing market price on the date immediately preceding the date of grant
of $8.00 per Common Share, the 1999 Restricted Share Grant had an
aggregate market value of $50,000. The aggregate market value of such
grants, based on the closing price of the Company's Common Shares on
December 31, 1999 ($8.50 per share), was $53,125.
(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
1999, 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"). Contributions of $1,500 were made by the Company on
behalf of each of Messrs. Lowenthal, Lynford and Strong relating to 1998
and 1997 and $2,500 was contributed by the Company for 1999.
(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) Excludes all 1999 compensation received for serving on the Company's
Board prior to becoming an employee of the Company in May 1999.
(J) Gregory F. Hughes' employment by the Company terminated on June 18,
1999.
(K) 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 originally contributed to the Company's
deferred compensation plan. Such shares were released to Mr. Hughes
upon the termination of his employment.
The following table sets forth certain information concerning options
granted during the year ended December 31, 1999 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
Percent of
Number of Total
Securities Options/SARs Exercise Grant
Underlying Granted to or Date
Options/SARs Employees in Base Expiration Present
Name Granted(A) Fiscal Year Price Date Value(B)
- ----- ------------ ------------- -------- ---------- --------
Edward Lowenthal . . . 50,000(C) 14.3% (D) 2009 $243,500
Jeffrey H. Lynford . . 50,000(C) 14.3% (D) 2009 $243,500
Rodney F. Du Bois. . . 25,000(C) 7.2% (D) 2009 $121,750
Rodney F. Du Bois. . .100,000(C) 28.6% (D) 2009 $587,000
David M. Strong. . . . 15,000(C) 4.3% (D) 2009 $ 73,050
James J. Burns . . . . 50,000 14.3% (D) 2009 $275,000
Gregory F. Hughes (E). - 0% (D) 2009 $ -
(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 36.3%
expected volatility and (ii) a 6.08% risk-free rate of return for the
options granted to Messrs. Lowenthal, Lynford and Strong, as well as
25,000 of the options granted to Mr. Du Bois and using (i) a 36.8%
expected volatility and (ii) a 5.95% risk-free rate of return for the
options granted to Mr. Burns and using (i) a 36.7% expected volatility
and (ii) a 5.38% risk-free rate for the 100,000 options granted to Mr.
Du Bois based upon the data available on the date of grant.
(C) One fifth of the options granted to Messrs. Lowenthal, Lynford, Strong
and Burns in the fiscal year ended December 31, 1999 vest and become
exercisable on each of the respective anniversary dates in 2000, 2001,
2002, 2003 and 2004. Twenty-five thousand of the options granted to Mr.
Du Bois will vest in accordance with the terms set forth above and the
other 100,000 options were granted to Mr. Du Bois pursuant to his
employment agreement. Of these 100,000 options, 50,000 vested on
December 15, 1999 and the other 50,000 will vest on December 15, 2000.
(D) Messrs. Lowenthal's, Lynford's and Strong's options have an exercise
price of $8.15 per share, equal to the average of the high and low price
of the shares for the day preceding the grant date. Twenty-five
thousand of the options granted to Mr. Du Bois have an exercise price of
$8.15 per share, equal to the average of the high and low price of the
shares for the day preceding the grant date. One hundred thousand of
the options granted to Mr. Du Bois have an exercise price of $10.06 per
share. All of Mr. Burns' options have an exercise price of $9.19 per
share, equal to the average of the high and low price of the shares for
the day preceding the grant date.
(E) Gregory F. Hughes' employment by the Company terminated on June 18,
1999.
The following table sets forth certain information concerning the value
of unexercised options as of December 31, 1999 held by the Executive Officers
named in the Summary Compensation Table above. Messrs. Lowenthal and Lynford
ceded 50,000 options each during the year ended December 31, 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
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
------------ ------------- ----------- -------------
Edward Lowenthal 379,055 759,150 $14,599 $17,500
Jeffrey H. Lynford 379,055 759,150 $14,599 $17,500
Rodney F. Du Bois 38,500 139,250 $ 0 $8,750
David M. Strong 78,375 72,748 $15,558 $10,976
James J. Burns 0 50,000 $ 0 $0
Gregory F. Hughes (C) 133,254 66,351 $ 4,885 $8,944
(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, 1999 of the Common Shares
underlying the options was $8.50 per Common Share.
(C) Gregory F. Hughes' employment by the Company terminated on June 18,
1999.
Board of Directors' Meetings
The Board held four regular meetings during 1999. Management also
confers frequently with the Board on an informal basis to discuss Company
affairs. Frank J. Sixt did not attend any of the Board meetings held during
1999. He will not be standing for re-election as a director.
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. During 1999, the Compensation Committee
consisted of Messrs. Crocker, Frary, Germain, Hoenemeyer and Sixt, none of
whom are employees of the Company. As of January 1, 2000, Frank J. Sixt was
no longer on the Committee. 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 1999.
Audit Committee. During 1999, the Audit Committee consisted of Messrs.
Frary, Germain, Hoenemeyer and Sixt and made recommendations concerning the
engagement of independent public accountants, reviewed with the independent
public accountants the plans and results of the audit engagement, approved
the professional services provided by the independent public accountants,
reviewed the independence of the independent public accountants, considered
the range of audit and non-audit fees, reviewed the adequacy of the Company's
internal accounting controls and reviewed related party transactions. As of
January 1, 2000, Frank J. Sixt was no longer on the Committee. The Audit
Committee held one meeting during 1999.
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. Du Bois, Burns and Strong. The employment
agreements with Messrs. Lynford and Lowenthal will expire on December 31,
2002, and the employment agreements with Messrs. Burns, Du Bois and Strong
will expire on September 30, 2001, May 2, 2001 and May 29, 2000,
respectively.
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.
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. Du Bois or Mr. Strong is
terminated (a) by the Company, other than for "Cause" (as defined in the
agreements) or (b) by Mr. Du Bois or Mr. Strong, as the case may be, then Mr.
Du Bois 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) (a) for Mr. Strong, 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; and (b) for Mr. Du Bois, 299% of his average annual
compensation of every type and form includible in gross income received
during the term of his agreement.
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
Stockholders 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 5,075,235 shares. Options to acquire 2,263,125 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, Germain and Strong each
received options under the Rollover Plan to purchase 452,705, 452,705,
102,605, 38,515 and 40,626 Common Shares, respectively, which options
represent replacement options for Trust share options.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consists of Messrs.: Douglas Crocker II,
Richard S. Frary, Mark S. Germain and Frank J. Hoenemeyer, 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.
Certain Transactions
The Company is a 51% owner of a joint venture special purpose finance
company ("SPFC") . In addition to its other activities, this SPFC has
invested $6.5 million in Reis Reports, Inc. ("REIS"), a leading provider of
real estate market information to institutional investors. The primary
stockholder of REIS is the brother of Mr. Lynford, Mr. Lynford recused
himself from the REIS investment decisions.
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 Stockholder value, by aligning closely the financial
interests of the Company's Executive Officers with those of its Stockholders.
The Compensation Committee believes that the Company's compensation program
should:
o Emphasize stock ownership and, thereby, tie long-term compensation
to increases in Stockholder value.
o Enhance the Company's ability to attract and retain qualified
Executive Officers.
o Stress teamwork and overall Company results.
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.
The bonuses awarded in 1999 reflect the financial and strategic
successes which the Company achieved, including the acquisition of 866,000
square feet ("SF") of commercial space and the sale of 4 assets by WWG, the
Company's joint venture with an affiliate of Goldman Sachs Group Inc., the
successful negotiation of an additional $100 million of equity for WWG, the
funding of approximately $13 million of real estate-related debt securities,
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 Stockholders. 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 Stockholder 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 stock options, grants of
restricted stock, allocations or portions of the Promote and loans to
purchase stock promote loyalty to the Company and encourage recipients to
coordinate their interests with those of the Stockholders. The Compensation
Committee may consider additional types of long-term incentives in the
future.
Compensation of Chief Executive Officer and 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 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.
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 Stockholder 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.
March 29, 2000
Douglas Crocker II Mark S. Germain
Frank J. Hoenemeyer Richard S. Frary
COMMON SHARE PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total Stockholder return on
the Common Shares for the period commencing May 30, 1997 through December 31,
1999 with the cumulative return total on the Russell 2000 Index ("Russell
2000") and the Company's peer group for the same period. Total return values
were calculated based on cumulative total return assuming (i) the investment
of $100 in the Russell 2000, in the Company's peer group 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 -17.56% versus
approximately -10.30 % for the Company's peer group and approximately 30.93%
for the Russell 2000. The Company's peer group consists of LNR Property
Group, Inc., Capital Trust, Inc., Crescent Operating, Inc., Excel Legacy
Corporation and Stratus Properties, Inc.
EDGAR Representation of Data Points Used in Printed Graphic
WRP Peer Group Russell 2000
---- ----------- ------------
5/30/97 $100.00 $100.00 $100.00
12/31/97 $151.60 $165.05 $114.78
12/31/98 $100.00 $104.26 $111.33
12/31/99 $ 82.44 $ 89.70 $130.93
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.
PROPOSAL 2
Stock Split
PROPOSAL TO AMEND THE COMPANY'S CHARTER TO EFFECT THE REVERSE STOCK SPLIT
General
The Board of Directors has declared it advisable and in the best
interest of the Company and its Stockholders to amend the Charter of the
Company to: i) effect a one-for-two reverse stock split (the "Reverse Stock
Split") of the issued and outstanding Common Shares and the Class A Common
Shares of the Company; and ii) reduce in the same proportion as the
outstanding shares are reduced by the reverse stock split, the number of
authorized Common Shares of the Company from 197,650,000 to 98,825,000 and
the number of authorized Class A Common Shares of the Company from 350,000 to
175,000; and iii) increase the par value of the Common Shares and Class A
Common Shares from $.01 per share to $.02 per share. A copy of the amendment
(the "Amendment") is attached as Appendix A.
If the Amendment is approved by the Stockholders: i) each two Common
Shares, par value $.01 per share, outstanding at the close of business on the
effective date of the amendment (the "Effective Time") will be converted
automatically into one Common Share; ii) each two Class A Common Shares, par
value $.01 per share, outstanding at the close of business at the Effective
Time will be converted automatically into one Class A Common Share; iii) each
two authorized Common Shares, par value $.01 per share, authorized by the
Company at the close of business at the Effective Time will be converted
automatically into one authorized Common Share, par value $.02 per share; and
iv) each two authorized Class A Common Shares, par value $.01 per share,
authorized by the Company at the close of business at the Effective Time will
be converted automatically into one authorized Class A Common Share, par
value $.02 per share. To avoid the existence of fractional Common Shares,
any Stockholder who would otherwise be entitled to receive a fractional
Common Share will receive the fair market value for such fractional share
from the Company. The Effective Time is anticipated to be as soon as
practicable following the date of the annual meeting.
Purposes of Reverse Stock Split
It is the policy of certain brokerage firms not to provide coverage and
research with respect to low priced shares. A reverse stock split would
double the price of the Company's shares. Therefore, the Board believes that
the Reverse Stock Split will cause the Common Shares to be more attractive to
analysts, and, as a result, will produce greater analyst coverage and
research regarding the Company.
Many institutional and other investors look upon shares trading at low
prices as unduly speculative in nature, and, as a matter of policy, avoid
investment in such shares. Hopefully, the Reverse Stock Split will make the
shares more attractive to a broader range of investors by increasing the
price per share so that institutional and other investors with minimum price
per share restrictions can acquire the stock. Further, various brokerage
house policies and practices tend to discourage individual brokers from
dealing in low priced shares. Some of those policies and practices pertain
to the payment of the brokers' commissions and to time-consuming procedures
which function to make the handling of low priced shares unattractive to
brokers from an economic standpoint. Additionally, the structure of trading
commissions also tends to have an adverse impact upon holders of low priced
shares because the brokerage commission on a sale of low priced shares
generally represents a higher percentage of the sales price than the
commission on the sale of higher priced issues. Accordingly, the Board
believes that the current per share price may reduce the effective
marketability of the Common Shares because of the reluctance of many leading
brokerage firms to recommend low priced shares to their clients.
Effects of the Reverse Split
If the Amendment is implemented: i) the number of outstanding Common
Shares will be reduced from approximately 16,304,564 shares to approximately
8,152,282 shares; ii) the number of outstanding Class A Common Shares will be
reduced from 339,806 to 169,903 shares; iii) the number of authorized Common
Shares of the Company will be reduced from 197,650,000 to 98,825,000 and the
number of authorized Class A Common Shares of the Company will be reduced
from 350,000 to 175,000; and iv) the par value of the Common Shares and Class
A Common Shares will be increased from $.01 per share to $.02 per share. The
Amendment would not affect any Stockholder's proportionate equity interest in
the Company. The Amendment also would not affect the rights, preferences
privileges or priorities of any of the Company's outstanding classes and
series of stock. The Amendment will not affect the registration of the Common
Shares under the Securities Exchange Act of 1934. All fees incurred in
connection with the implementation of the proposed Reverse Stock Split will
be borne by the Company.
The Company, after the reverse stock split, will have approximately
8,677,716 Common Shares reserved for issuance upon exercise of stock options,
warrants, convertible securities and exchange of $25,000,000 of WWG units
held by Whitehall for Common Shares leaving 81,995,002 Common Shares
authorized, but unissued and not reserved for any particular purpose. All of
the 81,995,002 Common Shares authorized but unissued and not reserved for
future issuance would be subject to issuance, from time to time, in the
discretion of the Board of Directors for any proper corporate purpose without
further action by Stockholders unless otherwise required by law or other
applicable rules and regulations.
The number of shares subject to stock options granted to directors,
officers and employees of the Company under the Company's various stock plans
and the strike price for such SARs will be proportionately adjusted for the
Reverse Stock Split. The number of Common Shares authorized for the stock
plans and the number of shares issuable upon the exercise of warrants issued
by the Company will be proportionately adjusted.
The Company has recently completed an odd-lot share repurchasing
program. The Reverse Stock Split may leave certain Stockholders with one or
more "odd lots" of Common Shares, or amounts of less than 100 shares. Such
odd lots may be more difficult to sell or may require greater transaction
costs per share to sell than shares in even multiples of 100. The Company may
consider implementing in the future another odd-lot repurchase program to
allow Stockholders owning less than 100 shares of common stock to sell their
odd-lot holdings.
Although the Board of Directors believes as of the date of this Proxy
Statement that the Reverse Stock Split is advisable, the Reverse Stock Split
proposal may be abandoned by the Board of Directors at any time before,
during or after the annual meeting and prior to filing the Amendment to the
Charter with the State Department of Assessments and Taxation of Maryland.
Exchange of Stock Certificates and Elimination of Fractional Share Interests
The Reverse Stock Split will occur at the Effective Time without any
action on the part of the Company's Stockholders and without regard to the
date or dates certificates formerly representing Common Shares or Class A
Common Shares ("old certificates") are physically surrendered for
certificates representing the number of Common Shares or Class A Common
Shares such Stockholders are entitled to receive as a result of the Reverse
Stock split ("new certificates").
As soon as practicable after the Effective Time, the Company will send a
letter of transmittal to each Stockholder of record at the Effective Time for
use in transmitting old certificates to the Company's transfer agent, Boston
Equiserve (the "Exchange Agent"). The letter of transmittal will contain
instructions for the surrender of old certificates to the Exchange Agent in
exchange for new certificates representing the number of whole new Common
Shares or whole new Class A Common Shares into which such holders' Common
Shares or Class A Common Shares represented by the old certificates have been
converted as a result of the Reverse Stock Split. Stockholders should not
send their old certificates to the Exchange Agent until they have received
the letter of transmittal. Old certificates not presented for surrender as
soon as is practicable after the letter of transmittal is sent shall be
exchanged for new certificates at the first time they are otherwise presented
for transfer. Until so surrendered, each current certificate representing
Common Shares or Class A Common Shares will be deemed for all corporate
purposes after the Effective Date to evidence ownership of Common Shares in
the appropriately reduced whole number of shares.
Federal Income Tax Consequences
The following is a summary of the material anticipated federal income
tax consequences of the Reverse Stock Split to Stockholders of the Company.
This summary is based on the federal income tax laws now in effect and as
currently interpreted; it does not take into account possible changes in such
laws or interpretations, including amendments to applicable statutes,
regulations and proposed regulations or changes in judicial or administrative
rulings, some of which may have retroactive effect. This summary is provided
for general information only and does not purport to address all aspects of
the possible federal income tax consequences of the Reverse Stock Split and
is not intended as tax advice to any person. In particular, and without
limiting the foregoing, this summary does not consider the federal income tax
consequences to Stockholders of the Company in light of their individual
investment circumstances or to holders subject to special treatment under the
federal income tax laws (for example, life insurance companies, regulated
investment companies and foreign taxpayers). The summary does not address any
consequence of the Reverse Stock Split under any state, local or foreign tax
laws.
No ruling from the Internal Revenue Service ("Service") or opinion of
counsel will be obtained regarding the federal income tax consequences to the
Stockholders of the Company as a result of the Reverse Stock Split.
Accordingly, each Stockholder is encouraged to consult his or her tax advisor
regarding the specific tax consequences of the proposed transaction to such
Stockholder, including the application and effect of state, local and foreign
income and other tax laws.
The Company believes that the Reverse Stock Split would be a tax-free
recapitalization to the Company and its Stockholders, except for cash
received for fractional shares. If the Reverse Stock split qualifies as a
recapitalization under Section 368 (a)(1)(E) of the Internal Revenue Code of
1986, as amended, a Stockholder of the Company who exchanges his or her
Common Shares or Class A Common Shares solely for new Common Shares or Class
A Common Shares, as the case may be, should recognize no gain or loss for
federal income tax purposes, except for cash received for fractional shares.
A Stockholder who owns an odd number of Common Shares probably will be
treated as having received one-half of a Common Share and immediately
thereafter exchange such one-half share for the cash payment. A
Stockholder's aggregate tax basis in his or her new Common Shares or Class
A Common Shares received from the Company should be the same as his or her
aggregate tax basis in the Common Shares or Class A Common Shares exchanged
therefore, reduced by any basis allocable to any fractional shares which such
Stockholder is treated as having sold for any cash received. The holding
period of the new Common Shares and Class A Common Shares received by such
Stockholder should include the period during which the Common Shares and
Class A Common Shares surrendered in exchange therefore were held, provided
all such Common Shares and Class A Common Shares were held as a capital
asset on the exchange.
The federal income tax consequences to Stockholders who receive cash for
a fractional share are not entirely certain. Such Stockholders will probably
be treated for federal income tax purposes as having sold their fractional
share and will recognize a gain or loss in an amount equal to the difference
between the cash received and the portion of their basis for the common stock
allocated to the fractional share. Stockholders who do not receive any cash
for their holdings will not recognize any gain or loss for federal income tax
purposes as a result of the Reverse Stock Split.
Vote Required
Assuming a quorum is present, the affirmative vote of the holders of a
majority of all the votes entitled to be cast of Common Shares and Class A
Common Shares of the Company entitled to be cast is required to approve the
Amendment. The presence in person or by proxy of Stockholders entitled to
cast a majority of all votes of Common Shares and Class A Common Shares
entitled to be cast will constitute a quorum. Shares represented by proxy or
in person at the meeting, including shares represented by proxies that
reflect abstentions, will be counted as present in the determination of a
quorum. An abstention will have the same effect as a vote "against" the
Amendment. "Broker non-votes" (i.e., where a broker or nominee submits a
proxy specifically indicating the lack of discretionary authority to vote on
a matter) will be treated in the same manner as abstentions.
The votes represented by the proxies received will be voted FOR approval
of the adoption of the proposed Amendment unless a vote against such approval
or to abstain from voting is specifically indicated on the proxy.
The Board of Directors recommends a vote FOR the proposal to amend the
Charter to effect i) a one-for-two reverse stock split of the issued and
outstanding Common Shares and Class A Common Shares; ii) a proportionate
reduction in the number of authorized Common Shares from 197,650,000 to
98,825,000 and the number of authorized Class A Common Shares from 350,000 to
175,000; and iii) an increase in the par value of the Common Shares and Class
A Common Shares from $.01 per share to $.02 per share.
PROPOSAL 3
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, 1999, to audit the financial statements of the
Company for the fiscal year ending December 31, 2000. A proposal to ratify
this appointment is being presented to the Stockholders 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, 2000.
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 Stockholders 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, 1999, all Section 16(a) filing requirements
applicable to its officers, directors and greater-than-ten-percent beneficial
owners were complied with.
STOCKHOLDERS PROPOSALS
Proposals of Stockholders intended to be presented at the annual meeting
of Stockholders to be held in 2001 must be received by the Company at its
principal executive offices no later than December 16, 2000 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
Stockholder to nominate a candidate for election as a director at an annual
meeting of Stockholders 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.
FINANCIAL AND OTHER INFORMATION
The Company's Annual Report for the fiscal year ended December 31, 1999,
including financial statements, has been concurrently sent to the
Stockholders. 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, 1999, 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 Stockholders or their personal representatives.
MacKenzie Partners, Inc. has been retained to assist in the solicitation of
proxies for a fee not to exceed $4,000, 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.
____________________
APPENDIX A
WELLSFORD REAL PROPERTIES, INC.
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter of Wellsford Real properties, Inc., a Maryland
corporation (the "Corporation"), is hereby amended by deleting Section 6.1 of
Article VI of the Articles of Amendment and Restatement in its entirety and
replacing it with the following:
Section 6.1. Authorized Shares. The Corporation has authority to
issue 98,825,000 shares of Common Stock, $.02 par value per share
("Common Stock"), 2,000,000 shares of Series A 8% Convertible Redeemable
Preferred Stock, $.01 par value per share ("Series A Preferred Stocks"),
and 175,000 shares of Class A Common Stock, $.02 par value per share
("Class A Common Stock"). The aggregate par value of all authorized
shares of stock having par value is $2,000,000.
SECOND: The charter of the Corporation is further amended by
deleting the phrase "$.01 par value per share" from the definitions of Common
Stock and Class A Common Stock contained in Section I of Article FIRST of the
Articles Supplementary reclassifying and designating 2,000,000 shares of
Common Stock, $.01 par value per share, as shares of Series A 8% Convertible
Redeemable Preferred Stock, $.01 par value per share, and in Section 1 of
Article FIRST of the Articles Supplementary reclassifying and designating
350,000 shares of Common Stock, $.01 par value per share, as Class A Common
Stock, $.01 par value per share, and replacing it with the phrase "$.02 par
value per share".
THIRD: Immediately upon the acceptance of these Articles of
Amendment for record (the "Effective Time") with the State Department of
Assessments and Taxation of Maryland ("SDAT"), every two shares of Common
Stock, $.01 par value per share, of the Corporation, which were issued and
outstanding immediately prior to the Effective Time shall be changed into one
issued and outstanding share of Common Stock, $.02 par value per share, with
any fractional shares of Common Stock, $.02 par value per share, being
combined into whole shares and sold on the open market with the sales
proceeds being distributed to the holders of such fractional shares as cash
payment in lieu of such fractional shares. Immediately upon the Effective
Time, every two shares of Class A Common Stock, $.01 par value per share, of
the Corporation which were issued and outstanding immediately prior to the
Effective Time shall be changed into one issued and outstanding share of
Class A Common Stock, $.02 par value per share, with any fractional shares of
Class A Common Stock, $.02 par value per share, being combined into whole
shares and sold on the open market with the sales proceeds being distributed
to the holders of such fractional shares as cash payment in lieu of such
fractional shares. At the Effective Time, any right, option, warrant or
other contract right to purchase, at a certain exercise price per share or
security, any number of shares of Common stock, $.01 par value per share, of
the Corporation or any security convertible into such Common Stock, $.01 par
value per share, shall without further action become an equivalent right,
option, warrant or other contract right to purchase, at twice such exercise
price per share or security, half of such number of shares of Common Stock,
$.02 par value per share, of the Corporation or, as the case may be, a
security convertible into half of such number of shares of Common Stock, $.02
par value per share, of the Corporation. At the Effective Time, any right,
option, warrant or other contract right to purchase, at a certain exercise
price per share or security, any number of shares of Class A Common Stock,
$.01 par value per share, of the Corporation or any security convertible into
such Class A Common Stock, $.01 par value per share, shall without further
action become an equivalent right, option, warrant or other contract right to
purchase, at twice such exercise price per share or security, half of such
number of shares of Class A Common Stock, $.02 par value per share, of the
Corporation or, as the case may be, a security convertible into half of such
number of shares of Class A Common Stock, $.02 par value per share, of the
Corporation.
FOURTH: The amendment to the charter of the Corporation as set
forth above has been duly advised by the Board of Directors and approved by
the stockholders of the Corporation as required by law.
FIFTH: The undersigned President acknowledges these Articles of
Amendment to be the corporate act of the Corporation and as to all matters or
facts required to be verified under oath, the undersigned President
acknowledges that to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement
is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name and on its behalf by its President and
attested to by its Secretary on this ____ day of May, 2000.
ATTEST: WELLSFORD REAL PROPERTIES, INC.
____________________________ By:_______________________________ (SEAL)
Secretary Edward Lowenthal
President
