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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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 'SS'240.14a-11(c) or 'SS'240.14a-12
Clarion Commercial Holdings, 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 Registrant)
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[ ] 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
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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.
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CLARION COMMERCIAL HOLDINGS, INC.
335 Madison Avenue
New York, NY 10017
SUPPLEMENTAL PROXY MATERIALS
DATED MAY 9, 2000
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 April 15, 2000, 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 benificial owner(1) Benficially owned(2) Percent of class(3)
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<S> <C> <C>
Monroe Investment Corp. 1,720,000 40.6%
MILLENCO L.P. 364,800(13) 9.0%
Daniel Heflin 186,788(4) 4.4%
Frank L. Sullivan, Jr 18,984(5) *
Stephen C. Asheroff 5,097(6) *
Steven N. Fayne 5,347(7) *
Harold E. Rosen 4,097(8) *
Joanne Vitale 15,122(9) *
Fredrick D. Arenstein 1,250 *
CP Capital Asset Holdings, LLC 307,000 7.2%
FMR Corp.(10) 183,600(11) 4.3%
All officers and directors of the Company as a group 175,785(12) 4.1%
</TABLE>
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(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 and June 30, 1999
(3) Based on 4,061,019 shares of Common Stock outstanding as of April 15, 2000.
Assumes that options currently exercisable or exercisable within 60 days of
April 15, 2000 are exercised.
(4) Includes 68,788 options that are currently exercisable or exercisable
within 60 days of April 15, 2000.
(5) Includes 18,984 options that are currently exercisable or exercisable
within 60 days of April 15, 2000.
(6) Includes 2,274 options that are currently exercisable or exercisable within
60 days of April 15, 2000.
(7) Includes 2,274 options that are currently exercisable or exercisable within
60 days of April 15, 2000.
(8) Includes 2,274 options that are currently exercisable or exercisable within
60 days of April 15, 2000.
(9) Includes 12,122 options that are currently exercisable or exercisable
within 60 days of April 15, 2000.
(10) The address of FMR Corp. is 82 Devonshire Street, Boston, Massachusetts
02109
(11) Based on Schedule 13(G/A) filed on February 14, 2000.
(12) Includes 106,716 options that are currently exercisable or exercisable
within 60 days of April 8, 2000.
(13) Based on Schedule 13G filed on February 9, 2000.
STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as................................... 'SS'
