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<PAGE>
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 'SS'240.14a-11(c) or 'SS'240.14a-12
Clarion Commercial Holdings, Inc.
(Name of Registrant as Specified in its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
........................................................................
(2) Aggregate number of securities to which transaction applies:
........................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
........................................................................
(5) Total fee paid:
........................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
........................................................................
(2) Form, Schedule or Registration Statement No.:
........................................................................
(3) Filing Party:
........................................................................
(4) Date Filed:
........................................................................
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CLARION COMMERCIAL HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Clarion
Commercial Holdings, Inc. (the 'Company') will be held on May 19, 1999 at 10:00
am at the offices of Shearman & Sterling, 599 Lexington Avenue -- Room 2E, New
York, New York, to consider and act upon the following:
1. The election of one Class I Director to serve for a three-year
term and until such director's successor is duly elected and
qualified;
2. To ratify the selection of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending December 31,
1999; and
3. To consider and act upon any other matter which may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 8, 1999 as
the date for determining the stockholders of record entitled to receive notice
of, and vote at, the Annual Meeting.
By Order of the Board of
Directors,
/s/ Joanne M. Vitale
-----------------------------------------------------------------------------
Joanne M. Vitale
Secretary
New York, New York
April 15, 1999
IMPORTANT: PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY AS
PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE TO ENSURE THAT YOUR
SHARES ARE REPRESENTED AT THE MEETING. IF YOU DO ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AND VOTE IN PERSON.
<PAGE>
<PAGE>
CLARION COMMERCIAL HOLDINGS, INC.
335 MADISON AVENUE
NEW YORK, NEW YORK 10017
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS -- MAY 19, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Clarion Commercial Holdings, Inc. (the
'Company'), a Maryland corporation, for use at the Company's Annual Meeting of
Stockholders to be held at the offices of Shearman & Sterling, 599 Lexington
Avenue -- Room 2E, New York, New York on Wednesday, May 19, 1999 at 10:00 am.
The date of this Proxy Statement is the approximate date on which this Proxy
Statement and the enclosed form of proxy were first distributed to stockholders.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO ANY STOCKHOLDER OF THE COMPANY
WHO SO REQUESTS IN WRITING, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1998 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. REQUESTS SHOULD BE DIRECTED TO CLARION COMMERCIAL HOLDINGS, INC.,
335 MADISON AVE., NEW YORK, NEW YORK 10017.
SOLICITATION OF PROXIES
A form of proxy is enclosed for use at the Annual Meeting if a stockholder
is unable to attend in person. All shares represented by valid proxies pursuant
to this solicitation (and not revoked before being exercised) will be voted as
specified in the form of proxy. Unless contrary instructions are given, the
persons designated as proxy holders in the proxy card will vote; (i) FOR the
election of the nominee proposed by the Board of Directors, (ii) FOR
ratification of Deloitte & Touche LLP as the Company's independent auditors
for the fiscal year ending December 31, 1999 and (iii) as recommended by the
Board of Directors with regard to all other matters. The Company is soliciting
proxies by mail. The cost of soliciting proxies for the Annual Meeting,
including the cost of mailing, will be borne by the Company.
REVOCABILITY OF PROXIES
Each proxy may be revoked at any time prior to the vote of the Annual
Meeting by (a) notifying the Secretary of the Company in writing prior to the
start of the Annual Meeting, (b) signing and dating a later proxy and returning
the new proxy in time for it to be counted at the Annual Meeting, or (c)
attending the Annual Meeting and voting contrary to your submitted proxy at the
time that the chairman of the meeting requests the votes. Any written notice or
new proxy should be sent to the Company at 335 Madison Avenue, New York, New
York 10017 Attention: Joanne Vitale, Secretary.
VOTING
Only holders of record of the Company's Common Stock (the 'Common Stock')
at the close of business on April 8, 1999 (the record date fixed by the Board of
Directors) will be entitled to receive notice of, and to vote at, the Annual
Meeting. At the close of business on the record date, there were 4,397,950
shares of Common Stock outstanding and entitled to vote at the Meeting. Each
share is entitled to one vote.
The Charter of the Corporation provides that a majority of the stock issued
and outstanding and entitled to vote and represented by the holders of record
(in person or by proxy) shall constitute a quorum at the Annual Meeting.
Assuming that a quorum is present, (i) a plurality of the votes cast at the
Meeting is required for election as a director, and (ii) any other action shall
be valid and effective if
<PAGE>
<PAGE>
approved by a majority of the votes which all stockholders present at the
meeting (in person or by proxy) are entitled to cast.
BUSINESS TO BE CONSIDERED AT THE ANNUAL MEETING
It is expected that the following business will be considered and the
following actions taken at the Annual Meeting:
ITEM 1: ELECTION OF DIRECTORS
The Charter and Bylaws of the Company provide for a Board of Directors
divided into three classes; Class I, Class II and Class III. The Company's
Bylaws also state that, except in the case of a vacancy, a majority of the Board
of Directors shall be Directors ('Independent Directors') who are not
affiliated, directly or indirectly, with the Company or with Clarion Capital,
LLC (the 'Manager'). The Class I Director is scheduled to be elected at the 1999
Annual Meeting to serve for a three-year term and until a successor is duly
elected and qualified.
Unless otherwise specified by the stockholder, the persons named as proxies
will vote FOR the nominee for Class I Director. The nominee listed below is
already serving as an Independent Director of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE NOMINEE IDENTIFIED BELOW.
<TABLE>
<S> <C> <C> <C>
Nominee Age Position with Company Director Since
- ------------------------------------------------ --- --------------------- --------------
Harold E. Rosen 64 Independent Director 1998
</TABLE>
Biographical information on the nominee is presented along with information
on the other Directors of the Company in the section 'The Board of Directors of
the Company'.
ITEM 2: RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors has selected the accounting firm of Deloitte &
Touche LLP as independent auditors of the Company for the year ending December
31, 1999. Deloitte & Touche has served as the independent auditors of the
Company since the Company's inception. A representative of Deloitte & Touche LLP
is expected to be present at the meeting with the opportunity to make a
statement if so desired and to respond to appropriate questions from
stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
APPROVAL OF DELOITTE & TOUCHE LLP AS THE COMPANY'S AUDITORS.
THE BOARD OF DIRECTORS OF THE COMPANY
Biographies
HAROLD E. ROSEN, age 64, retired in 1996 as senior partner and chairman of
the real estate department of Fried, Frank, Harris, Shriver & Jacobson. At
Fried, Frank, Mr. Rosen represented industrial and private investors, lenders,
developers and tenants in a variety of real estate transactions. Prior to
joining Fried, Frank, Mr. Rosen directed the real estate investment and
development operations of Hartz Mountain Industries where he developed and
financed more than 20 million square feet of commercial and residential
properties. After graduating law school, Mr. Rosen joined Kaye, Scholer,
Fierman, Hays & Handler where he specialized in real estate and was admitted to
the partnership in 1968.
Mr. Rosen has served as an Independent Director since 1998 and is the
nominee recommended by the Board of Directors to be re-elected as the Class I
Director.
FRANK L. SULLIVAN, JR., age 53, is a Managing Director of Clarion Partners,
Chairman of the Manager and Chairman of the Company's Board of Directors. He
joined Clarion Partners in 1984 and
2
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<PAGE>
has over 25 years of real estate experience and has supervised the acquisition
and/or structuring of more than $7 billion in mortgages, direct equity and other
real estate investments. Prior to joining Clarion Partners, Mr. Sullivan held
investment positions with Citibank, N.A. and Provident National Bank. He is also
a Professor of Finance at the New York University Graduate School of Business
and a member of the Board of Directors of GGP/ Homart, Inc., a private REIT
controlled by General Growth Properties, Inc. and New York State Common
Retirement Fund.
STEVEN N. FAYNE, age 47, is a Managing Director of ARCS Commercial Mortgage
Co., L.P., a mortgage-banking firm. Mr. Fayne is also a partner in JMS Realty
Development, LLC, a real estate development company in the San Francisco Bay
area. Before joining ARCS, Mr. Fayne co-founded Eichler, Fayne & Associates in
1992. Eichler, Fayne & Associates is one of the leading originators and
servicers of loans for FNMA under the agency's Designated Underwriter/Servicer
(DUS) program. Prior to this, Mr. Fayne was Chief Financial Officer and General
Counsel for Gribetz International, Inc. from 1988 to 1992. In 1981, he
co-founded the law firm of Sherr, Tiballi, Fayne & Schneider and served as its
managing partner until 1988.
Mr. Sullivan and Mr. Fayne have served as Class II Directors since 1998.
The current term of office of Class II Directors shall be until the 2000 Annual
Meeting of stockholders and thereafter shall be for three years.
DANIEL HEFLIN, age 35, joined the Manager in 1995 and has over 10 years of
fixed income investment experience. Mr. Heflin has supervised the acquisition
and/or structuring of more than $2 billion of mortgages, debt securities and
other real estate investments and has participated in the securitization of more
than $20 billion in assets. Prior to joining the Manager, Mr. Heflin was head of
the Structured Finance Department at Ocwen Financial Corporation from 1993 to
1995 and served in the Capital Markets Group of Credit Suisse First Boston
Corporation in London from 1990 to 1993 and the Asset Securitization Group of
Arthur Andersen & Co. in New York from 1986 to 1990. He is also a Certified
Public Accountant in the State of New York.
STEPHEN C. ASHEROFF, age 52, retired in 1996 as Executive Vice President
and Group Head of Specialized Lending for NatWest Bancorp. At NatWest Bancorp,
Mr. Asheroff managed the Real Estate Finance, Automobile Finance and Special
Loan departments. Prior to joining NatWest Bancorp, Mr. Asheroff was General
Partner for Operations of RMS Associates, a real estate development company.
From 1980 to 1990, Mr. Asheroff was an Executive Vice President with Crestar
Bank where he managed a $1.2 billion loan portfolio. Prior to joining Crestar,
Mr. Asheroff was a Vice President with Provident National Bank in the Real
Estate Finance Division.
Mr. Heflin and Mr. Asheroff have served as Class III Directors since 1998.
The current term of office of Class III Directors shall be until the 2001 Annual
Meeting of stockholders and thereafter shall be for three years.
Committees of the Board of Directors
The Board of Directors has three standing committees: the Executive
Committee, the Compensation Committee and the Audit Committee. Mr. Heflin and
Mr. Sullivan serve on the Executive Committee which is authorized to exercise
the powers of the Board of Directors between meetings. However, the Executive
Committee may not (i) amend the Charter or the Bylaws of the Company, (ii) adopt
an agreement of merger or consolidation, (iii) recommend to the stockholders the
sale, lease, or exchange of all or substantially all of the Company's property
and assets, (iv) recommend to the stockholders a dissolution of the Company or
revoke a dissolution, (v) elect a director, (vi) declare a dividend or authorize
the issuance of stock or (vii) agree to an amendment, modification, renewal or
termination of the Management Agreement.
Mr. Asheroff and Mr. Fayne serve on the Compensation Committee which is
responsible for recommending to the Board of Directors the Company's
compensation policies for the executive officers of the Company and for
administering the Stock Incentive Plan. Mr. Asheroff and Mr. Rosen serve on the
Audit Committee which is responsible for recommending independent auditors,
reviewing the audit plan, the adequacy of internal controls, the audit report
and any management letters, and performing such other duties as the Board of
Directors may from time to time prescribe.
3
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During the year ended December 31, 1998, there were seven meetings of the
Board of Directors, no meetings of the Executive Committee, no meetings of the
Compensation Committee and no meetings of the Audit Committee.
Compensation of Directors
The Company pays each Independent Director compensation of $10,000 per
annum in cash, $10,000 of Common Stock per annum and a fee of $500 for each
meeting of the Board of Directors that the Director attends. The Company will
also reimburse each Independent Director for ordinary and necessary expenses
related to such Independent Director's attendance at meetings of the Board of
Directors or any committee thereof.
Periodically, each Director may be granted awards under the Company's Stock
Incentive Plan. On May 28, 1998, options to purchase shares of common stock were
issued to the Directors of the Company in the share amounts listed: Mr.
Heflin -- 103,182 shares, Mr. Sullivan -- 28,477 shares, Mr. Asheroff -- 3,409
shares, Mr. Fayne -- 3,409 shares, Mr. Rosen -- 3,409 shares. The exercise price
of the options is $20 per share and each option has a ten-year term. One third
of the options became exercisable on June 30, 1998 and the remaining options
become exercisable at the rate of one-third on each of June 30, 1999 and June
30, 2000.
MANAGEMENT OF THE COMPANY
The executive officers of the Company and their positions are as follows:
<TABLE>
<CAPTION>
Name Age Position with the Company
- ------------------------ --- ---------------------------------------------------
<S> <C> <C>
Daniel Heflin........... 35 President, Chief Executive Officer and Director
Frank L. Sullivan, Jr... 53 Executive Vice President and Chairman of the Board
William Powell.......... 40 Vice President and Treasurer
Joanne Vitale........... 42 Vice President and Secretary
</TABLE>
All executive officers of the Company have served in their current
positions since 1998 and serve at the discretion of the Board of Directors.
Biographical information for Mr. Heflin and Mr. Sullivan is provided in the
section 'The Board of Directors of the Company'. Biographical information for
Mr. Powell and Ms. Vitale follows:
WILLIAM POWELL, age 40, has over 15 years of real estate investment
experience. Mr. Powell's background includes the management of over $1 billion
in commercial real estate investments as well as the workout and restructuring
of over $600 million in distressed equity and mortgage debt. Prior to joining
the Manager, Mr. Powell was a senior vice president for ARES Realty Capital,
Inc., a real estate investment manager, from 1995 to 1997 and co-head of the
Northeast Region for its parent company, Mutual of New York, from 1993 to 1995.
He is a Certified Public Accountant in the State of New York.
JOANNE VITALE, age 42, has over 12 years of real estate experience. Prior
to joining the Manager, she was a manager in the real estate group at Coopers &
Lybrand LLC from 1991 to 1995 and worked in the investor relations department of
Kidder Peabody Realty Advisors from 1981 to 1989. Ms. Vitale has participated in
the securitization of over $1 billion of commercial real estate assets.
EXECUTIVE COMPENSATION
The Company has not paid, and does not intend to pay, any annual cash
compensation to the Company's officers for their services as executive officers.
Therefore, no summary compensation table has been presented. The Company has not
entered into any employment agreements. Periodically, the executive officers and
directors may be granted awards pursuant to the Company's Stock Incentive Plan.
4
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information known to the Company with respect
to beneficial ownership of the Company's common stock as of March 31, 1999, by
(1) each director and nominee for director, (2) any person known to the Company
to be the beneficial owner of five percent or more of the common stock, and (3)
all directors and executive officers as a group. To the knowledge of the
Company, the beneficial owners named have sole voting and investment power with
respect to the shares beneficially owned, subject to community property laws as
applicable.
<TABLE>
<CAPTION>
Number of Shares
Name and address of beneficial owner(1) Beneficially Owned(2) Percent of Class(3)
- ------------------------------------------------------------------- --------------------- -------------------
<S> <C> <C>
Monroe Investment Corp............................................. 1,720,000 39.1%
Daniel Heflin...................................................... 1,811,494(4) 40.9
Frank L. Sullivan, Jr.............................................. 9,492(5) *
Stephen C. Asheroff................................................ 2,137(6) *
Steven N. Fayne.................................................... 2,387(7) *
Harold E. Rosen.................................................... 1,137(8) *
Joanne Vitale...................................................... 7,261(9) *
William Powell..................................................... 6,561(10) *
CP Capital Asset Holdings, LLC..................................... 193,000 4.4
FMR Corp.(11)...................................................... 236,300(12) 5.4
All officers and directors of the Company as a group (seven
people).......................................................... 1,870,469(13) 41.3
</TABLE>
- ------------
* less than 1%
(1) Unless otherwise indicated, the address of each beneficial owner is c/o
Clarion Commercial Holdings, Inc., 335 Madison Avenue, New York, NY 10017.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days upon the exercise of warrants or
options. Each beneficial owner's percentage ownership is determined by
assuming that options or warrants that are held by such person (but not
those held by any other person) and which are exercisable within 60 days
have been exercised. One-third of the options to acquire shares of Common
Stock awarded in connection with the Initial Public Offering under the Stock
Incentive Plan became exercisable on June 30, 1998.
(3) Based on 4,397,950 shares of Common Stock outstanding as of April 8, 1999.
Assumes that options currently exercisable or exercisable within 60 days of
April 8, 1999 are exercised.
(4) Includes shares owned by Monroe Investment Corp for which Mr. Heflin has
sole voting and dispositive power. Also includes 34,394 options that are
currently exercisable or exercisable within 60 days of April 8, 1999.
(5) Includes 9,492 options that are currently exercisable or exercisable within
60 days of April 8, 1999.
(6) Includes 1,137 options that are currently exercisable or exercisable within
60 days of April 8, 1999.
(7) Includes 1,137 options that are currently exercisable or exercisable within
60 days of April 8, 1999.
(8) Includes 1,137 options that are currently exercisable or exercisable within
60 days of April 8, 1999.
(9) Includes 6,061 options that are currently exercisable or exercisable within
60 days of April 8, 1999.
(10) Includes 6,061 options that are currently exercisable or exercisable within
60 days of April 8, 1999.
(11) The address of FMR Corp. is 82 Devonshire Street, Boston, Massachusetts
02109
(12) Based on Schedule 13(G) filed on February 16, 1999.
(13) Includes 59,419 options that are currently exercisable or exercisable
within 60 days of April 8, 1999.
5
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STOCK OPTION/SAR GRANTS TO OFFICERS IN 1998
In connection with the Initial Public Offering of the Company in 1997,
options to acquire shares of Common Stock were granted to executive officers of
the Company. The options were issued with an exercise price of $20 per share and
each option has a ten-year term. One third of the options became exercisable on
June 30, 1998 and the remaining options become exercisable at the rate of
one-third on each of June 30, 1999 and June 30, 2000.
The table below provides the hypothetical gains or 'option spreads' that
would result for the respective options based on assumed rates of annual
compounded stock price appreciation of 5% and 10% from the date the options were
granted through the expiration dates of the options.
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual Rate of
Stock Appreciation for
Option Term(1)
Number of Percent of Total --------------------------
Options/SARs Options/SARs Exercise Expiration 5% Rate of 10% Rate of
Name Issued Issued Price Date Appreciation Appreciation
- -------------------------------- ------------ ---------------- -------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Daniel Heflin................... 103,182 29.5% $20.00 5/28/08 $1,297,812 $3,288,911
Frank L. Sullivan, Jr........... 28,477 8.1 20.00 5/28/08 358,181 907,700
William Powell.................. 18,182 5.2 20.00 5/28/08 228,691 579,549
Joanne Vitale................... 18,182 5.2 20.00 5/28/08 228,691 579,549
</TABLE>
- ------------
(1) These values are calculated using the per-share market price at the time of
the grant, pursuant to the rules of the Securities and Exchange Commission.
As of March 31, 1999, no stock options had been exercised by the executive
officers of the Company. All stock options granted in 1998 were deemed to have
nominal value as of December 31, 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Heflin and Mr. Asheroff serve on the Compensation Committee of the
Company. Mr. Heflin is also the President and Chief Executive Officer of the
Company. The Compensation Committee did not have any meetings in 1998, and the
executive officers of the Company received no compensation. See 'Executive
Compensation'.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act requires the Company's
officers and directors, and persons who own more than 10% of a registered class
of the Company's equity securities, to file reports of securities ownership and
changes in ownership with the Securities and Exchange Commission (the
'Commission'). The Commission also requires officers, directors and greater than
10% stockholders to furnish the Company with copies of all Section 16(a) forms
that they file. Based on a review of Section 16(a) reports furnished to the
Company, the Company believes that all Section 16(a) filing requirements
applicable to its officers, Directors and greater than 10% beneficial owners
were met through December 31, 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is subject to conflicts of interest involving the Manager
because, among other reasons, (1) the Manager advises other entities and many
investments appropriate for the Company may also be appropriate for one or more
of these entities, (2) all of the officers of the Company, and two of its
directors, are officers of the Manager and (3) in accordance with the terms of
the Management Agreement between the Company and the Manager (the 'Management
Agreement'), the Manager earns an incentive fee that may create an incentive for
the Manager to recommend riskier or more speculative investments. Nevertheless,
the Manager intends to conduct its operations in a manner
6
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that will attempt to minimize the negative effect of any conflicts of interest.
Moreover, a majority of the Company's Board of Directors must be Independent
Directors.
Under the terms of the Management Agreement, the Company will pay the
Manager an annual base management fee equal to 1% of the average stockholders'
equity. The Company will also pay the Manager, as incentive compensation, an
amount equal to 25% of the Adjusted Net Income of Clarion, before incentive
compensation, in excess of the amount that would produce an annualized return on
equity equal to 2.5% over the Ten-Year U.S. Treasury.
In accordance with the terms of the Management Agreement, the Company paid
the Manager $495,596 in base management fees for 1998. The Company has not
accrued for, or paid, the Manager any incentive compensation since inception.
The Management Agreement does not limit or restrict the Manager or any of
its officers, directors, employees or affiliates from engaging in any business
or rendering services of any kind to any other entity. The ability of the
Manager and its officers and employees to engage in other business activities
could reduce the time and effort the Manager spends managing the Company. The
Manager may also receive incentive fees from other entities that invest in the
Common Stock of the Company.
PERFORMANCE GRAPH
The following graph compares the cumulative total returns for the Company's
common stock (CLR) through March 31, 1999 with the S&P 500 index and the SNL
All-REIT Index for the same period. Total return equals change in stock price
plus dividends paid and assumes that all dividends are reinvested. The
information has been obtained from sources believed to be reliable, but neither
its accuracy nor its completeness is guaranteed. The performance graph is not
necessarily indicative of future investment performance.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
SNL Reit Index S&P 500 CLR
<S> <C> <C> <C>
6/2/98 100.0 100.0 100.0
6/29/98 97.4 104.0 76.6
8/2/98 93.6 102.9 70.7
8/31/98 88.2 94.5 60.0
9/28/98 90.9 96.2 63.1
11/23/98 87.7 107.4 27.5
12/14/98 86.9 107.8 26.8
1/11/99 88.0 117.9 27.5
2/8/99 85.2 114.7 29.8
3/8/99 83.4 118.2 30.5
</TABLE>
STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
Stockholder proposals to be presented at the Annual Meeting of the Company
in 2000 must be delivered to the Secretary at the executive offices of the
Company prior to March 20, 2000 and no earlier than February 18, 2000 for
inclusion in the Company's proxy statement. All stockholder proposals must
include the name and address of the stockholder and of any beneficial owner and
the class and number of shares of the Company which are owned beneficially and
of record by such stockholder.
Stockholder proposals to nominate an individual for election or reelection
as a director must include all information relating to the nominee that is
required to be disclosed in solicitations of proxies for election of directors,
pursuant to Regulation 14A under the Securities Exchange Act of 1934, including
written consent from the nominee to being named in the proxy statement and to
serving as a director if elected.
Stockholder proposals for any other business to be brought before the
meeting must include a brief description of the business, the reasons for
conducting such business at the meeting and any material interest in the
business of the stockholder and the beneficial owner, if any, on whose behalf
the proposal is made.
7
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CLR-PS-99
<PAGE>
<PAGE>
APPENDIX 1
PROXY
CLARION COMMERCIAL HOLDINGS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, MAY 19, 1999
(SEE PROXY STATEMENT FOR DISCUSSION OF ITEMS)
The undersigned hereby appoints Daniel Heflin and Frank L. Sullivan, Jr.,
and each of them, jointly and severally, as proxies, with power of
substitution, to vote all shares of Clarion Commercial Holdings, Inc. Class A
Common Stock which the undersigned is entitled to vote on all matters which may
properly come before the 1999 Annual Meeting of Stockholders of Clarion
Commercial Holdings, Inc., or any adjournment thereof.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE>
<PAGE>
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C>
1. Election of one director for a three-year term. 2. The Appointment of Deloitte & [ ] [ ] [ ]
Nominee: Harold E. Rosen Touche LLP as Independent Auditors.
FOR WITHHELD The shares represented by this Proxy Card will be voted
THE [ ] [ ] FROM THE as specified above, but if no specification is made they
NOMINEE NOMINEE will be voted FOR Items 1 and 2 and at the discretion of
the proxies on any other matter that may properly come
before the meeting.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
NOTE:Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, give full
name and title as such.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ACCOMPANYING ENVELOPE.
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Signature:__________________ Date:___ Signature:__________________ Date:___
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as................................. 'SS'
