SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
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 240.14a-11(c) or 240.14a-12
Aegis Realty, Inc.
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Name of Registrant as Specified in its Charter
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Name of Person(s) Filing Proxy Statement if other than the Registrant
Payment of Filing Fee (Check 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date File:
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<PAGE>
AEGIS REALTY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
on
June 18, 1998
-------------
May 6, 1998
To the Stockholders of Aegis Realty, Inc.:
NOTICE IS HEREBY GIVEN THAT the 1998 Annual Meeting of Aegis Realty,
Inc. will be held Thursday, June 18, 1998 at 10:00 A.M. (local time), at the
American Stock Exchange, 86 Trinity Place, New York, New York for the following
purposes:
(1) The election of two (2) Directors for a term of three years to expire
in 2001.
(2) The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" each of the listed
nominees. The accompanying proxy statement contains additional information and
should be carefully reviewed by Stockholders.
The Board of Directors has fixed the close of business on April 1, 1998
as the record date for the determination of Stockholders entitled to notice of
and to vote at the meeting and any adjournment thereof.
By Order of the Board of Directors
/s/ J. Michael Fried
--------------------
J. Michael Fried
Chairman of the Board and
Chief Executive Officer
IT IS MOST IMPORTANT THAT YOU COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
STAMPED, SELF-ADDRESSED PROXY CARD.
YOUR FAILURE TO PROMPTLY RETURN THE PROXY INCREASES THE OPERATING COSTS OF YOUR
INVESTMENT.
YOU ARE CORDIALLY INVITED TO PERSONALLY ATTEND THE MEETING, BUT YOU SHOULD
RETURN THE PROXY CARD WHETHER OR NOT YOU ATTEND THE MEETING.
<PAGE>
AEGIS REALTY, INC.
625 MADISON AVENUE
NEW YORK, NEW YORK, 10022
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
INTRODUCTION
The accompanying form of proxy is solicited on behalf of the Board of
Directors of Aegis Realty, Inc. ("Aegis") for use at the Annual Meeting of
Stockholders of Aegis (the "Meeting") to be held Thursday, June 18, 1998 at
10:00 A.M. (local time), at the American Stock Exchange, 86 Trinity Place, New
York, New York and at any adjournments thereof. Aegis has first mailed these
proxy materials to holders (the "Stockholders") of shares (the "Shares") of
common stock, $.01 par value of Aegis (the "Common Stock") on or about May 6,
1998. Aegis' executive offices are located at 625 Madison Avenue, New York, New
York 10022 (telephone: (212) 588-1765). Aegis is the sole general partner and
majority owner of Aegis Realty Operating Partnership, LP, a Delaware Limited
Partnership (the "Operating Partnership") through which Aegis conducts
substantially all of its business. Stockholders of record at the close of
business on April 1, 1998 (the "Record Date") will be entitled to vote at the
Meeting or any adjournments thereof.
Shares represented by properly executed proxy cards received by Aegis at
or prior to the Meeting will be voted according to the instructions indicated on
the proxy card. Unless contrary instructions are given, the persons named on the
proxy card intend to vote the Shares so represented FOR the election of each of
the two nominees for re-election as Directors. Each proxy granted is revocable
and may be revoked at any time prior to its exercise by giving written notice to
Aegis of its revocation by submission of a duly executed proxy bearing a later
date or by the vote of Shareholder cast in person at the Meeting.
The Board of Directors recommends a vote "FOR" each of the listed
nominees.
As of April 1, 1998 approximately 8,097,563 Shares of Aegis were
outstanding, with each Share entitled to one vote on all matters that may come
before the Meeting.
ELECTION OF DIRECTORS
At the Meeting, two Directors are to be elected for three-year terms
expiring in 2001. All of the nominees are currently Directors of Aegis.
Directors are elected by a majority of the votes cast (assuming the presence of
a quorum consisting of a majority of the Stockholders whether present in person
or by proxy).
Unless Stockholders otherwise specify, the Shares represented by the
proxies will be voted "FOR" the indicated nominees for election as Directors. If
for any reason any of the nominees become unavailable for election, the proxies
solicited will be voted for such nominees as are selected by the Board. The
Board has no reason to believe that any of the nominees will be unable or
unwilling to continue to serve as a Director if elected. However, in the event
that any nominee should be unable or for good cause unwilling to serve, the
Shares represented by proxies received will be voted for another nominee
selected by the Board. The Board of Directors recommends a vote FOR each of the
listed nominees.
<PAGE>
The following table sets forth information with respect to each nominee
nominated to serve as a Director for a term to expire in 2001.
Name of Director/
Nominee for Election Age Principal Occupation
Peter T. Allen 52 Mr. Allen is President of Peter Allen &
Associates, Inc., a real estate development
and management firm, in which capacity he has
been responsible for the leasing, refinancing
and development of major commercial
properties. Mr. Allen has also been an
Adjunct Professor of the Graduate School of
Business at the University of Michigan since
1981. Mr. Allen received a Bachelor of Arts
Degree in history/economics from DePauw
University and a Masters Degree in Business
Administration with Distinction from the
University of Michigan. Mr. Allen has been an
Independent Director since 1997 and is a
member of the Audit and Compensation
Committees. Mr. Allen also serves on the
Board of Trustees of Charter Municipal
Mortgage Acceptance Company ("CharterMac")
and American Mortgage Investors Trust
("AMIT"), which companies are also advised by
affiliates of Related Capital Company
("Related"), the real estate finance
affiliate of The Related Companies, L.P.
Arthur P. Fisch 56 Mr. Fisch is attorney in private practice
specializing in real property and securities
law since October 1987, with Arthur P. Fisch,
P.C. and Fisch & Kaufman. From 1975-1987, Mr.
Fisch was employed by E.F. Hutton & Company,
serving as First Vice President in the Direct
Investment Department from 1981-1987 and
associate general counsel from 1975-1980 in
the legal department. As First Vice
President, he was responsible for the
syndication and acquisition of residential
real estate. Mr. Fisch received a B.B.A. from
Bernard Baruch College of the City University
of New York and a Juris Doctor degree from
New York Law School. Mr. Fisch is admitted to
practice law in New York and Pennsylvania.
Mr. Fisch has been an Independent Director
since 1997 and is a member of the Audit and
Compensation Committees. Mr. Fisch also
serves on the Board of Trustees of CharterMac
and AMIT.
Directors and Officers
The Board of Directors directs the management of the business and
affairs of Aegis but retains Related Aegis LP (the "Advisor"), to manage Aegis'
day-to-day affairs. The Board of Directors delegates to the Advisor
responsibilities with respect to, among other things, overseeing the portfolio
of assets of Aegis and the acquisition or disposition of investments. During
1997, the Board of Directors held two meetings.
<PAGE>
The Directors and Executive Officers of Aegis are as follows:
<TABLE>
<CAPTION>
Year First Became
Name Age Offices Held Director/Officer
- ---- --- ------------ ----------------
<S> <C> <C>
J. Michael Fried 53 Director, Chairman of the Board
and Chief Executive Officer 1997
Peter T. Allen 52 Director 1997
Arthur P. Fisch 56 Director 1997
Stuart J. Boesky 41 Director, President and
Chief Operating Officer 1997
Alan P. Hirmes 43 Director, Senior Vice President,
Chief Financial Officer and
Assistant Secretary 1997
Bruce H. Brown 44 Senior Vice President 1997
Mark J. Schlacter 47 Senior Vice President 1997
Paul R. Rutledge 44 Senior Vice President 1997
Denise L. Kiley 38 Vice President 1997
Marc D. Schnitzer 36 Vice President 1997
Richard A. Palermo 37 Vice President, Treasurer, Controller
and Chief Accounting Officer 1997
Lynn A. McMahon 42 Secretary 1997
</TABLE>
Biographical information with respect to Messrs. Fisch and Allen is set forth
above.
J. MICHAEL FRIED, age 53, is Director, Chairman of the Board and Chief Executive
Officer of Aegis, is Chairman of the Board and a Director of the sole general
partner of the Advisor and is the sole shareholder of one of the general
partners of Related. In that capacity, he is generally responsible for all
syndication, finance, acquisition and investor reporting activities of Related
and its affiliates. Mr. Fried practiced corporate law in New York City with the
law firm of Proskauer Rose Goetz & Mendelsohn from 1974 until he joined Related
in 1979. Mr. Fried graduated from Brooklyn Law School with a Juris Doctor
degree, magna cum laude; from Long Island University Graduate School with a
Master of Science degree in Psychology; and from Michigan State University with
a Bachelor of Arts degree in History. Mr. Fried also serves as Chairman of the
Board of Trustees of AMIT and CharterMac.
STUART J. BOESKY, age 41, is Director, President and Chief Operating Officer of
Aegis and is President and Chief Operating Officer of the sole general partner
of the Advisor. Mr. Boesky practiced real estate and tax law in New York City
with the law firm of Shipley & Rothstein from 1984 until February 1986 when he
joined Related. From 1983 to 1984, Mr. Boesky practiced law with the Boston law
firm of Kaye, Fialkow, Richmond & Rothstein (which subsequently merged with
Strook & Strook & Lavan) and from 1978 to 1980 was a consultant specializing in
real estate at the accounting firm of Laventhol & Horwath.
<PAGE>
Mr. Boesky is the sole shareholder of one of the general partners of Related.
Mr. Boesky graduated from Michigan State University with a Bachelor of Arts
degree and from Wayne State School of Law with a Juris Doctor degree. He then
received a Master of Laws degree in Taxation from Boston University School of
Law. Mr. Boesky is a member of the Audit Committee. Mr. Boesky also serves on
the Board of Trustees of CharterMac.
ALAN P. HIRMES, age 43, is Director, Senior Vice President, Chief Financial
Officer and Assistant Secretary of Aegis and is a Senior Vice President and
Chief Financial Officer of the sole general partner of the Advisor. Mr. Hirmes
has been a Certified Public Accountant in New York since 1978. Prior to joining
Related in October 1983, Mr. Hirmes was employed by Weiner & Co., certified
public accountants. Mr. Hirmes is also the sole shareholder of one of the
general partners of Related. Mr. Hirmes graduated from Hofstra University with a
Bachelor of Arts degree. Mr. Hirmes also serves on the Board of Trustees of
CharterMac.
BRUCE H. BROWN, age 44, is a Senior Vice President of Aegis and is a Senior Vice
President of the sole general partner of the Advisor and Related and is a
director of Related's Portfolio Management Group. He is responsible for
overseeing the administration of the firm's public registered debt and equity
affiliates encompassing the monitoring of the performance of each entity and
each investment. He is also responsible for Related's loan servicing activities
with respect to the firm's $600 million portfolio of tax exempt first mortgage
bonds and FNMA/GNMA insured and co-insured loan portfolio. Prior to joining
Related in 1987, Mr. Brown was a real estate lending officer at the United
States Trust Company of New York and previously held management positions in the
hotel and resort industry with Helmsley-Spear and Westin Hotels. Mr. Brown
graduated from Colgate University with a Bachelor of Arts degree.
MARK J. SCHLACTER, age 47, is a Senior Vice President of Aegis and is a Senior
Vice President of the sole general partner of the Advisor. Mr. Schlacter is a
Vice President of Mortgage Acquisitions of Related, and has been with Related
since June 1989. Prior to joining Related, Mr. Schlacter garnered 16 years of
direct real estate experience covering retail and residential construction,
single and multifamily mortgage origination and servicing, commercial mortgage
origination and servicing, property acquisition and financing, and mortgage
lending program underwriting and development. He was a Vice President with
Bankers Trust Company from 1986 to June 1989, and held prior positions with
Citibank, Anchor Savings Bank and the Pyramid Companies covering the 1972-1986
period. Mr. Schlacter holds a Bachelor of Arts degree in Political Science from
Pennsylvania State University and periodically teaches multifamily underwriting
at the New York University School of Continuing Education, Real Estate
Institute.
PAUL R. RUTLEDGE, age 44, is a Senior Vice President of Aegis and is a Senior
Vice President of the sole general partner of the Advisor. Mr. Rutledge has been
associated with Related since 1986, where he has been responsible for the
acquisition of $80 million worth of shopping centers. Mr. Rutledge is also the
sole stockholder of the general partner of RCC Property Advisors, a retail real
estate management company that manages each of the properties in Aegis'
portfolio. Mr. Rutledge has been in the shopping center industry since 1976,
where his responsibilities have included the management and operation of
regional shopping centers, specialty centers, and strip retail centers. From
1984-1986 Mr. Rutledge worked with Centrum Development as a Director of Leasing
and held prior positions with the Edward J. DeBartolo Corporation and A. E.
LePage. Mr. Rutledge received his BA from the University of South Florida. He is
currently a Certified Leasing Specialist and a Certified Shopping Center Manager
as designated by the International Council of Shopping Centers.
DENISE L. KILEY, age 38, is a Vice President of Aegis and is a Vice President of
the sole general partner of the Advisor and is also a Managing Director of
Related, responsible for overseeing the investment underwriting and approval of
all real estate properties invested in Related sponsored corporate, public and
private equity and debt funds. Prior to joining Related in 1990, Ms. Kiley had
experience acquiring, financing and managing the assets of multifamily
residential properties. From 1981 through 1985 she was an auditor with a
national accounting firm. Ms. Kiley holds a Bachelor of Science degree in
Accounting from Boston College and is a Member of the Affordable Housing
Roundtable.
<PAGE>
MARC D. SCHNITZER, age 36, is a Vice President of Aegis and is a Vice President
of the sole general partner of the Advisor. Mr. Schnitzer is a Managing Director
of Related and Director of Related's Tax Credit Acquisitions Group. Mr.
Schnitzer received a Master of Business Administration degree from The Wharton
School of The University of Pennsylvania in December 1987, and joined Related in
January, 1988. From 1983 to 1986, Mr. Schnitzer was a Financial Analyst in the
Fixed Income Research Department of The First Boston Corporation in New York.
Mr. Schnitzer received a Bachelor of Science degree, summa cum laude, in
Business Administration from the School of Management at Boston University.
RICHARD A. PALERMO, age 37, is a Vice President, the Treasurer and the
Controller of Aegis and is a Vice President, the Treasurer and the Controller of
the sole general partner of the Advisor. Mr. Palermo has been a Certified Public
Accountant in New York since 1985. Prior to joining Related in September 1993,
Mr. Palermo was employed by Sterling Grace Capital Management from October 1990
to September 1993, Integrated Resources, Inc. from October 1988 to October 1990
and E.F. Hutton & Company, Inc. from June 1986 to October 1988. From October
1982 to June 1986, Mr. Palermo was employed by Marks Shron & Company and Mann
Judd Landau, certified public accountants. Mr. Palermo graduated from Adelphi
University with a Bachelor of Business Administration degree.
LYNN A. McMAHON, age 42, is the Secretary of Aegis and is the Secretary of the
sole general partner of the Advisor. She has served since 1983 as assistant to
J. Michael Fried. From 1978 to 1983, she was employed at Sony Corporation of
America in the Government Relations Department.
Committees of the Board of Directors
The Board of Directors has standing Audit and Compensation Committees. The Audit
Committee's duties include the review and oversight of all transactions with
affiliates of Aegis, the periodic review of Aegis' financial statements and
meetings with Aegis' independent auditors. The Audit Committee is comprised of
Messrs. Allen, Fisch and Boesky and did not hold any meetings during Aegis'
fiscal year ended December 31, 1997.
The Compensation Committee's duties include the determination of compensation of
Aegis' executive officers and the administration of Aegis' Incentive Share
Option Plan. The Compensation Committee is comprised of Messrs. Allen and Fisch
and did not hold any meetings during Aegis' fiscal year ended December 31, 1997.
The Compensation Committee must have at least two members, each of which must be
Independent Directors.
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 Aegis' officers and directors, and persons who own more than ten
percent of a registered class of Aegis' equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). These persons are required by regulation of the Commission
to furnish Aegis 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, Aegis believes that during the fiscal year ended
December 31, 1997, Aegis' officers, directors and greater than ten percent
beneficial owners complied with all applicable Section 16(a) filing
requirements.
The Advisor
The directors and executive officers of Related Aegis, Inc. ("Related
Aegis"), the sole general partner of the Advisor, are set forth below. These
officers of the general partner of the Advisor may also provide services to
Aegis on behalf of the Advisor.
<PAGE>
Related Aegis, Inc.
<TABLE>
<CAPTION>
Year First Became
Name Age Offices Held Director/Officer
- ---- --- ------------ ----------------
<S> <C> <C>
J. Michael Fried 53 Director, Chairman of the Board and
Chief Executive Officer 1997
Stuart J. Boesky 41 President and Chief Operating Officer 1997
Alan P. Hirmes 43 Senior Vice President and
Chief Financial Officer 1997
Stephen M. Ross 57 Director 1997
Bruce H. Brown 44 Senior Vice President 1997
Mark J. Schlacter 47 Senior Vice President 1997
Paul R. Rutledge 44 Senior Vice President 1997
Denise L. Kiley 38 Vice President 1997
Marc D. Schnitzer 36 Vice President 1997
Richard A. Palermo 37 Vice President, Treasurer, Controller
and Chief Accounting Officer 1997
Lynn A. McMahon 42 Secretary 1997
</TABLE>
Biographical information with respect to Messrs. Fried, Boesky, Hirmes,
Brown, Schlacter, Rutledge, Schnitzer and Palermo and Ms. Kiley and McMahon is
set forth above.
STEPHEN M. ROSS, age 57, is a Director of the Advisor. Mr. Ross is also
President, Director and shareholder of The Related Realty Group, Inc., the
general partner of The Related Companies, L.P. He graduated from the University
of Michigan School of Business Administration with a Bachelor of Science degree
and from Wayne State University School of Law with a Juris Doctor degree. Mr.
Ross then received a Master of Laws degree in taxation from New York University
School of Law. He joined the accounting firm of Coopers & Lybrand in Detroit as
a tax specialist and later moved to New York, where he worked for two large Wall
Street investment banking firms in their real estate and corporate finance
departments. Mr. Ross formed the predecessor of The Related Company, L.P. in
1972 to develop, manage, finance and acquire real estate.
<PAGE>
Executive Compensation
Aegis has ten executive officers and five Directors (two of whom are
Independent Directors). Aegis does not pay or accrue any fees, salaries or other
forms of compensation to its officers or Directors, other than independent
directors. Independent Directors receive compensation for serving as Directors
at the rate of $15,000 per year payable $5,000 in cash (or at such Director's
option, Shares of Common Stock) and Shares having an aggregate value of $10,000,
based on the fair market value at the date of issuance, in addition to an
expense reimbursement for attending Meetings of the Board of Directors. Certain
directors and officers of the sole general partner of the Advisor and certain
officers of Aegis receive compensation from the Advisor and its affiliates for
services performed for various affiliated entities, which may include services
performed for Aegis. Such compensation may be based in part on the performance
of Aegis; however, the Advisor believes that any compensation attributable to
services performed for Aegis is immaterial.
Security Ownership of Certain Beneficial Owners and Management
As of April 1, 1998, no person was known by Aegis to be the beneficial
owner of more than five percent of the outstanding Shares of Common Stock.
As of April 1, 1998, the directors and officers of the sole general
partner of the Advisor in the aggregate owned 100% of the shares of common stock
of the sole general partner of the Advisor.
<PAGE>
As of April 1, 1998, Directors and officers of Aegis and directors and
officers of the sole general partner of the Advisor own directly or beneficially
Shares of Common Stock as follows:
<TABLE>
<CAPTION>
Amount and Nature of
Name Title Beneficial Ownership Percent of Class
- ---- ----- -------------------- ----------------
<S> <C> <C> <C>
Stephen M. Ross Director of Related Aegis 111,736 Shares(1) 1.38%
Alan P. Hirmes Director, Senior VP, CFO 17,966 Shares(2) *
and Assistant Secretary of Aegis
SVP and CFO of Related Aegis
J. Michael Fried Director, Chairman of the Board 42,659 Shares(3)(4) *
and CEO of Aegis and Director,
CEO and Chairman of the Board
of Related Aegis
Stuart J. Boesky Director, President, and COO of 30,616 Shares(4)(5) *
Aegis and President and COO of
Related Aegis
Peter T. Allen Director of Aegis 0 Shares --
Arthur P. Fisch Director of Aegis 0 Shares --
Paul R. Rutledge Senior VP of Aegis and SVP of 1,765 Shares *
Related Aegis
Bruce H. Brown Senior VP of Aegis and SVP of 0 Shares *
Related Aegis
Mark J. Schlacter Senior VP of Aegis and SVP of 0 Shares --
Related Aegis
All Officers and Directors of Aegis and Related 189,542 Shares(4)(6) 2.34%
Aegis as a group (13 persons)
</TABLE>
* Less than 1% of the Common Stock issued by Aegis.
(1) Includes 32,177 units of limited partnership interest ("OP Units) of the
Operating Partnership which are convertible to Shares of Common Stock on a
one to one basis commencing on October 1, 1998.
(2) Includes 2,833 OP Units, which are convertible to Shares of Common Stock on
a one to one basis commencing on October 1, 1998.
(3) Includes 8,993 OP Units, which are convertible to Shares of Common Stock on
a one to one basis commencing on October 1, 1998.
(4) 15,200 shares are owned by BF Security Partners, of which Messrs. Fried and
Boesky are each 50% equity owners.
(5) Includes 2,833 OP Units, which are convertible to Shares of Common Stock on
a one to one basis commencing on October 1, 1998.
(6) Includes 46,836 OP Units, which are convertible to Shares of Common Stock
on a one to one basis commencing on October 1, 1998.
<PAGE>
Certain Relationships and Related Transactions
Aegis has and will continue to have certain relationships with the
Advisor and its affiliates. However, there have been no direct financial
transactions between Aegis and its Directors and officers or the directors and
officers of the sole General Partner of the Advisor.
Aegis and the Operating Partnership entered into an Advisory Agreement
pursuant to which the Advisor is obligated to use its best efforts to seek out
and present to Aegis, whether through its own efforts or those of third parties
retained by it, suitable and a sufficient number of investment opportunities
which are consistent with the investment policies and objectives of Aegis and
consistent with such investment programs as the Directors may adopt from time to
time in conformity with Aegis' Articles of Amendment and Restatement (the
"Articles").
Although the Directors have continuing exclusive authority over the
management of Aegis, the conduct of its affairs and the management and
disposition of Aegis' assets, the Directors have initially delegated to the
Advisor, subject to the supervision and review of the Board of Directors and
consistent with the provisions of the Articles, the power and duty to: (i)
manage the day-to-day operations of Aegis; (ii) acquire, retain or sell Aegis'
assets; (iii) seek out, present and recommend investment opportunities
consistent with Aegis' investment policies and objectives, and negotiate on
behalf of Aegis with respect to potential investments or the disposition
thereof; (iv) when appropriate, cause an affiliate to serve as the mortgagee of
record for mortgage investments of Aegis and in that capacity hold escrows on
behalf of mortgagors in connection with the servicing of mortgages; (v) obtain
for Aegis such services as may be required in acquiring and disposing of
investments, disbursing and collecting the funds of Aegis, paying the debts and
fulfilling the obligations of Aegis, and handling, prosecuting and settling any
claims of Aegis, including foreclosing and otherwise enforcing mortgages and
other liens securing investments; (vi) obtain for Aegis such services as may be
required for property management, mortgage brokerage and servicing, and other
activities relating to the investment portfolio of Aegis; (vii) evaluate,
structure and negotiate prepayments or sales of Aegis' mortgage investments and
mortgage securities; (viii) monitor operations and expenses of Aegis; and (ix)
from time to time, or as requested by the Directors, make reports to Aegis as to
its performance of the foregoing services.
The original term of the Advisory Agreement will terminate on October 1,
2001, the fourth anniversary of its effective date. Thereafter, the Advisory
Agreement may be renewed annually by Aegis, subject to an evaluation of the
performance of the Advisor by the Board of Directors. The Advisory Agreement may
be terminated (i) without Cause by the Advisor or (ii) for Cause by a majority
of the Independent Directors, each without penalty, and each upon 60 days' prior
written notice to the non-terminating party.
The Advisory Agreement cannot be terminated by Aegis prior to October 1,
2001, other than for Cause. "Cause" is defined as gross negligence or misconduct
of the Advisor. Aegis cannot dissolve and liquidate prior to such anniversary
date except upon a recommendation of the Advisor and the vote of a majority in
interest ("Majority Vote") of the Stockholders. After October 1, 2001, the vote
of the holders of 66-2/3% of Aegis' then outstanding Shares is required to
approve a dissolution and liquidation of Aegis that is not recommended by the
Advisor and the Majority Vote of Stockholders is required to approve a
liquidation of Aegis recommended by the Advisor. If for any reason, whether
prior to or after October 1, 2001, the Advisory Agreement is terminated in
accordance with its terms, Aegis may dissolve and liquidate upon the Majority
Vote of Stockholders.
<PAGE>
Pursuant to the terms of the Advisory Agreement, the Advisor is entitled
to receive the fees and other compensation set forth below:
Fee/Compensation* Amount
----------------- ------
Acquisition Fee 3.75% of the acquisition
price of each property acquired
by Aegis, the Operating
Partnership and their respective
subsidiaries.
Mortgage Selection Fee 3.0 % of the principal amount of
each mortgage loan originated or
acquired by Aegis, the Operating
Partnership and their respective
subsidiaries.
Mortgage Placement Fee .75% of the principal amount of
each mortgage loan originated or
acquired by Aegis, the Operating
Partnership and their respective
subsidiaries (payable by the
borrower, and not Aegis).
Asset Management Fee/ Special
Distribution 0.375% per annum of
total invested assets of Aegis,
the Operating Partnership and
their respective subsidiaries.
Operating Expense Reimbursement For direct expenses incurred by
the Advisor in an amount not to
exceed $200,000 per annum
(subject to increase based on
increases in Aegis', the
Operating Partnership's and their
respective subsidiaries' assets
and to annual increases based
upon increases in the Consumer
Price Index).
Incentive Share Options The Advisor may receive options
to acquire additional Shares
pursuant to Aegis' Incentive
Share Option Plan only if Aegis'
distributions in any year exceed
$0.9869 per Share (i.e., the 1996
pro forma distributions set forth
Aegis' Solicitation Statement
dated as of June 15, 1997), and
the Compensation Committee of the
Board of Directors determines to
grant such options.
Liquidation Fee 1.50% of the gross sales price of
the assets sold by the Aegis in
connection with a liquidation of
the Aegis' assets supervised by
the Advisor.
- ----------------
* The Advisor is also permitted to earn miscellaneous compensation which may
include, without limitation, construction fees, escrow interest, property
management fees, leasing commissions and insurance brokerage fees. The payment
of any such compensation is generally limited to the competitive rate for the
services being performed.
The Advisor may engage in other business activities related to real
estate, mortgage investments or other investments whether similar or dissimilar
to those made by Aegis, or act as manager to any other person or entity having
investment policies whether similar or dissimilar to those of Aegis. Before the
Advisor, the officers and directors of the Advisor and all persons controlled by
the Advisor and its officers and directors may take advantage of an opportunity
for their own account or present or recommend it to
<PAGE>
others, they are obligated to present such investment opportunity to Aegis if
(i) such opportunity is of a character which could be taken by Aegis, (ii) such
opportunity is compatible with Aegis' investment objectives and policies and
(iii) Aegis has the financial resources to take advantage of such opportunity.
The Articles and the Advisory Agreement provide that Aegis shall
indemnify the Advisor and its affiliates under certain circumstances.
The Advisor is entitled to subcontract its obligations under the
Advisory Agreement to an affiliate. In accordance with the foregoing, the
Advisor has assigned its rights and obligations to Related.
All of Aegis' sixteen properties are managed by RCC Property Advisors,
Inc. (the "Property Manager"), an affiliate of the Advisor. The Property Manager
receives standard leasing commissions for space leased to new tenants and lease
renewals.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP has been and is presently the independent auditors
for Aegis. Representatives of Deloitte & Touche LLP are expected to be present
at the Meeting and to be available to respond to appropriate questions from
Stockholders.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by Aegis. Brokers and
nominees should forward soliciting materials to the beneficial owners of the
Shares held of record by such person, and Aegis 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 Aegis and the
Advisor by personal interview or telephone.
VOTING PROCEDURES
Boston Equiserve, LP (the "Inspector") has been appointed the inspector
of elections. The Inspector will count all votes cast, in person or by
submission of a properly executed proxy, received at or prior to the Meeting.
Abstentions and "broker non-votes" (nominees holding Shares for beneficial
owners who have not voted on a specific matter) will be treated as present for
purposes of determining whether a quorum is present at the Meeting. However,
abstentions and broker non-votes will have no effect on the vote because the
vote required is a plurality of the votes actually cast (assuming the presence
of a quorum).
STOCKHOLDER PROPOSALS
Any proposal by a Stockholder of Aegis intended to be presented at the
1999 Annual Meeting of Stockholders must be received by Aegis at its principal
executive office not later than January 6, 1999 for inclusion in Aegis' proxy
statement and form of proxy relating to that meeting. Any such proposal must
also comply with other requirements of the proxy solicitation rules of the
Securities and Exchange Commission.
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST BY ANY STOCKHOLDER ENTITLED TO VOTE AT THE MEETING,
AEGIS WILL FURNISH THAT PERSON WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997 WHICH IS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO. Requests should be addressed to Shannon Lizee at Aegis
Realty, Inc. 625 Madison Avenue, New York, New York 10022-1801.
<PAGE>
OTHER BUSINESS
The Board of Directors does not know of any other matters to be brought
before the Meeting except those set forth in the notice thereof. If other
business is properly presented for consideration at the Meeting, it is intended
that the proxies will be voted by the persons named therein in accordance with
their judgment on such matters.
It is important that your Shares be represented at the Meeting. If you
are unable to be present in person, please complete, date, sign and return the
enclosed stamped, self-addressed proxy-card. Your failure to do so will increase
the costs of operating Aegis and decrease the return on your investment.
By Order of the Board of Directors
/s/ J. Michael Fried
--------------------
May 6, 1998 J. Michael Fried
Chairman of the Board and
Chief Executive Officer
<PAGE>
[Aegis Logo]
Proxy
AEGIS REALTY, INC.
625 Madison Avenue
New York, New York 10022
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Stuart J. Boesky, J. Michael Fried and Alan P.
Hirmes, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side, all shares of
common stock of Aegis Realty, Inc. ("Aegis") held of record by the undersigned
on April 1, 1998 at the Annual Meeting of Stockholders to be held on June 18,
1998 and any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
[SEE REVERSE SIDE] [SEE REVERSE SIDE]
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
Dear Shareholder:
Please take note of the important information enclosed with this Proxy. There
are a number of issues related to the operation of Aegis that require your
immediate attention.
Your vote counts, and you are strongly encouraged to exercised your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy in the enclosed
postage paid envelope.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Aegis Realty, Inc.
- --------------------------------------------------------------------------------
DETACH HERE
[X] Please mark votes as in this example.
1. Election of Directors.
Nominees: Arthur P. Fisch and Peter T. Allen
FOR WITHELD
[ ] [ ]
[ ]________________________________________
For both nominees except as noted above
2. In their discretion, the proxies are authorized to
vote upon any other business
that may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE
AND NOTE AT LEFT[ ]
Please sign exactly as name appears
hereon. Joint owners should each
sign. Executors, administrators,
trustees, guardians or other
fiduciaries should give full title
as such. If signing for a
corporation, please sign in full
corporate name by a duly authorized
officer.
Signature:___________________________ Date:______________
Signature:___________________________ Date:_______________
