<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Bresler & Reiner, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Bresler & Reiner, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:/1/
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
<PAGE>
5) Total fee paid:
- ------------------------------------------------------------------
/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] 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:
-----------------------------------------------------
2
<PAGE>
BRESLER & REINER, INC.
401 M STREET, S. W.
WATERSIDE MALL
WASHINGTON, D.C. 20024
---------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
---------------------------
Approximate Date of Mailing:
April 22, 1998
TO THE STOCKHOLDERS:
The annual meeting of stockholders of Bresler & Reiner, Inc. (the
"Company") will be held at the offices of the Company, the Waterside Mall, 401 M
Street, S.W., Washington, D.C. on June 11, 1998, at 10:00 a.m. for the following
purposes:
1. To elect a Board of seven directors to serve until the next annual
meeting of stockholders and until the election and qualification of their
respective successors; and
2. To consider and transact such other business as may properly come
before the meeting.
This Proxy Statement is furnished by the Board of Directors (the "Board")
of the Company for solicitation of proxies to be used at the annual meeting, and
at any adjournment thereof. If the enclosed proxy card is signed, dated and
returned, all shares represented thereby will be voted as directed therein. Any
proxy may be revoked by the person giving it at any time before it is exercised,
by written notice to the Secretary of the Company. Abstentions and broker non-
votes will not be included in determining the number of votes cast concerning
any matter.
The stock transfer books will not be closed. Stockholders of record on
April 15, 1998, are entitled to notice of and to vote at the annual meeting. On
that date, there were 2,780,528 shares of common stock outstanding. Each share
is entitled to one vote on each of the matters presented at the meeting, and
voting is not cumulative.
PRINCIPAL STOCKHOLDERS
The following table lists certain information with respect to those persons
known to management to be the beneficial owners of more than five percent of the
common stock, as well as the number of shares beneficially owned by all officers
and directors as a group and by certain executive officers. This information
has been furnished by such persons.
3
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
as of
December 31, 1997/1/
------------------------
Shares Percent
------------- ---------
<S> <C> <C> <C>
Charles S. Bresler 401 M Street, S.W. 1,022,070 36.60
Washington, DC 20024
Burton J. and 401 M Street, S.W. 848,778 30.39
Anita O. Reiner Washington, DC 20024
The Burton and 401 M Street, S.W. 166,667/3/ 5.97
Anita Reiner Washington, DC 20024
Charitable
Remainder Trust
Fleur Bresler 401 M Street, S.W. 143,977 5.16
Washington, DC 20024
Certain Executive
Officers:/2/
All directors and 1,909,173 68.36
officers as a group
- ---------------------
</TABLE>
/1/ See also Notes /2/ through /5/ under "ELECTION OF DIRECTORS" below.
- - -
/2/ For information concerning Messrs. Reiner, Horowitz and Oshinsky, see
-
"ELECTION OF DIRECTORS."
/3/ In addition, the trustees of the Trust in their individual capacity have
-
the sole power to vote and invest certain shares aggregating 22,978 shares. The
Trust disclaims beneficial ownership of such shares.
Charles S. Bresler votes the shares shown in the above table as manager of
a limited liability company (the "LLC"). Under the LLC's Operating Agreement,
if Mr. Bresler should resign as manager, die, or otherwise become unable to
serve as manager, then his son, Sidney Bresler, becomes manager and may vote the
shares.
If Charles Bresler ceases to be a member of the LLC, a majority of the
interests held by other members may elect to dissolve the LLC. Fleur Bresler,
spouse of Charles Bresler, holds a majority of the other interests in the LLC.
ELECTION OF DIRECTORS
Seven directors are to be elected to hold office until the next Annual
Meeting of stockholders and until the election and qualification of their
respective successors. Management has nominated for election as directors the
persons whose names appear
4
<PAGE>
in the table below, all of whom are presently Directors of the Company. Unless
otherwise instructed by stockholders, the persons named in the enclosed form of
proxy will vote all valid proxies received for the election of such nominees.
Management believes that all nominees will be able to serve as directors, but if
this should not be the case, the proxies will be voted for a substitute nominee
or nominees to be designated by management.
<TABLE>
<CAPTION>
Name, Age, Present Position with Common Stock Beneficially Owned as
Company and Principal Occupation of December 31, 1997/1/
During Last Five Years Year First Elected
Director Shares Percent
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles S. Bresler, 70 1970 1,022,070/2/ 36.60
Chief Executive Officer and Chairman of
the Board of Directors
- ---------------------------------------------------------------------------------------------------
Ralph S. Childs, Jr. 70 Director; 1994 0 0.00
retired since November, 1994 prior to
that date Chairman of the Board of
Home Federal Savings Bank
- ---------------------------------------------------------------------------------------------------
Stanley S. DeRisio, 68 1974 0 0.00
Director; Retired; Prior to July 1996,
President of Hilb, Rogal and Hamilton
Company of Washington, DC a general
insurance company, since March 1991
- ---------------------------------------------------------------------------------------------------
Edwin Horowitz, 66 1971 36,575/3/ 1.30
Secretary and Director
- ---------------------------------------------------------------------------------------------------
George W. Huguely, III, 65 1974 500 0.02
Director; Chairman of the Board of,
Galliher & Huguely Associates, Inc., a
building supply dealer and a general
partner of The Huguely Companies, a
real estate investment and management
firm
- ---------------------------------------------------------------------------------------------------
William L. Oshinsky, 55 1994 1,250 0.04
Treasurer since April, 1994 and
Director; prior to that date,
Assistant Treasurer of the Company and
an officer of various subsidiaries of
the Company
- ---------------------------------------------------------------------------------------------------
Burton J. Reiner, 69 1970 848,778/4/ 30.39
President and Director
- ---------------------------------------------------------------------------------------------------
</TABLE>
/1/ This information has been furnished by each director.
/2/ Mr. Bresler has the sole power to vote and to invest these shares as
manager of a limited liability company which holds the shares. In addition he
may be deemed to share indirectly the power to vote and to invest 143,977 shares
which are owned by his spouse; however, he disclaims beneficial ownership of
such shares.
/3/ Includes 11,575 shares held in trusts for his children of which Mr.
Horowitz and his spouse are the trustees. In addition, Mr. Horowitz may be
deemed to share indirectly the power to vote and
5
<PAGE>
to invest 500 shares which are owned by each of his two children; however, he
disclaims beneficial ownership of such shares.
/4/ The power to vote and invest 846,015 of these shares is shared with his
spouse.
The Board held four meetings during the fiscal year. No nominee attended
fewer than 75% of the aggregate of the total meetings of the Board and the total
number of meetings held by all committees of the Board on which he served.
The Board does not have a nominating committee. Messrs. DeRisio, Huguely
and Childs are members of the Audit Committee of the Board. The Audit Committee
held one meeting during 1997. The Audit Committee was established to review the
Company's accounting and financial reporting systems and internal financial
controls. In addition, the Committee recommends to the Board the engagement of
independent auditors and reviews the scope of their audit, their fees, the
results of their engagement, and the extent of their non-audit services to the
Company, if any.
EXECUTIVE COMPENSATION
There is shown below information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended December 31, 1997, 1996 and 1995 for those persons who were, during 1997
(i) the Chief Executive Officer; and (ii) the other three most highly
compensated executive officers of the Company whose annual compensation in 1997
exceeded $100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and Principal Year Annual Bonus($) Long-Term All Other
Position Compensation Compensation Compensation/1/
Salary ($) restricted Stock
Award($)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles S. Bresler 1997 $213,000 $ 0 $0 $ 465
Chief Executive 1996 213,000 0 0 460
Officer and Chairman 1995 236,000 0 0 598
of the Board of
Directors
- ----------------------------------------------------------------------------------------------------------
Burton J. Reiner 1997 213,000 0 0 465
President and Director 1996 213,000 0 0 460
1995 236,000 0 0 598
- ----------------------------------------------------------------------------------------------------------
Edwin Horowitz 1997 128,500 0 0 465
Secretary and Director 1996 128,500 0 0 5,927
1995 142,500 0 0 5,789
- ----------------------------------------------------------------------------------------------------------
William L. Oshinsky 1997 105,000 5,000 0 715
Treasurer and Director 1996 100,000 5,000 0 708
1995 92,500 0 0 609
- ----------------------------------------------------------------------------------------------------------
</TABLE>
6
<PAGE>
/1/ Amounts shown for "All Other Compensation" consist of premiums paid by the
Company for life insurance.
Each director of the Company, other than Messrs. Bresler, Reiner, Horowitz
and Oshinsky, was paid an annual fee of $3,500 and a fee of $500 per meeting
attended during 1997.
In addition, the Company contributed to its retirement plan on behalf of
each executive officer of the Company named in the Summary Compensation Table
above for 1995, and on behalf of Mr. Oshinsky for 1996 and 1997. The Company
contributes to its retirement plan as required under the terms of the plan and
ERISA. Under the plan, benefits are determined for all employees on an actuarial
basis related to the individual employee's compensation, age, and length of
service, including service with predecessors of the Company. All compensation,
up to a maximum of $160,000, including salaries, fees and bonuses, but excluding
discretionary bonuses, are included as remuneration (or "covered compensation")
under the Company's retirement plan. The plan provides for contributions by the
Company designed to produce, commencing at retirement at age 65, an annual
pension calculated by multiplying the participant's number of years of service
to a maximum of 35 of such years, by the sum of 1.12% of a participant's average
annual covered compensation paid for the highest consecutive five years prior to
retirement, up to $65,400 (or less, depending upon participant's age), plus
1.77% of the participant's average annual covered compensation paid for such
period in excess of this dollar amount, but not in excess of a total of
$125,000. The approximate annual retirement benefits payable to participating
employees in specified remuneration and years-of-service classifications is
shown in the table below. The benefit amounts listed in the following table are
not subject to any deduction for social security benefits or other offset
amounts.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Average Annual
Covered Compensation
For Highest
Consecutive Five Years Years of Service
- --------------------------- ------------------------------------------------------
10 15 20 25 30 35
------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$110,000 $15,492 $23,238 $30,984 $38,730 $ 46,476 $ 54,222
$130,000 19,032 28,548 38,064 47,580 57,096 66,612
$150,000 22,572 33,858 45,144 56,430 67,716 79,002
$170,000 26,112 39,168 52,224 65,280 78,336 91,392
$190,000 29,652 44,478 59,304 74,130 88,956 103,782
$210,000 33,192 49,788 66,384 82,980 99,576 116,172
$219,224 34,825 52,237 69,649 87,062 104,474 120,000
</TABLE>
At December 31, 1997, Mr. Oshinsky had 30 years of credited service under
the plan. Messrs. Bresler, Reiner and Horowitz were covered by the plan until
December 31, 1995, and had, respectively, 34, 34 and 31 years of credited
service under the plan.
7
<PAGE>
REPORT ON EXECUTIVE COMPENSATION/1/
Messrs. DeRisio and Childs, since March, 1995, served as members of the
Compensation Committee of the Board during 1997. The Compensation Committee
held no meetings during 1997. The Committee may make recommendations to the
Board on compensation actions, involving executive officers of the Company.
Since the Committee has not been active, and compensation decisions have been
made by the Board of Directors, the Board of Directors has furnished the
following report on executive compensation.
The Board has determined the compensation levels of executive officers,
including the compensation of Mr. Bresler as Chief Executive Officer, by
reviewing each executive officer's short-term and long-term performance with the
Company, the level of profitability of the Company, the profitability of
companies comparable to the Company, and the levels of compensation of executive
officers in such other companies. The executive officers of the Company are
compensated through base salaries and annual bonuses.
As a result of general economic conditions and in view of the Company's
earnings, the Board determined to maintain the compensation of the executive
officers, other than Mr. Oshinsky. Except for Mr. Oshinsky, salaries of
executive officers have not been increased since 1991.
This report on executive compensation has been submitted by the members
of the Board of Directors during 1997.
Charles S. Bresler Ralph S. Childs, Jr.
Stanley S. DeRisio Edwin Horowitz
George W. Huguely, III William L. Oshinsky
Burton J. Reiner
PERFORMANCE GRAPH/1/
The graph below compares the cumulative total shareholder return on the
common stock of the Company with the cumulative total return on the S & P 500
Stock Index and the S & P Homebuilding Index for the same period, assuming the
investment of $100 in the Company's common stock, the S & P 500 Index and the S
& P Homebuilding Index on December 31, 1992, and the reinvestment of dividends.
- --------------------
/1/ Pursuant to the Proxy Rules, this section of the Proxy Statement is not
deemed "filed" with the Securities and Exchange Commission and is not
incorporated by reference into the Company's Report on Form 10-K.
8
<PAGE>
FIVE YEAR STOCK PERFORMANCE GRAPH: 1992 TO 1997
Comparison of Five Year Cumulative Total Return Among
Bresler & Reiner, the Homebuilding S&P and the S&P 500
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Bresler & Reiner $100.00 $100.00 $ 80.77 $ 80.77 $ 96.15 $159.15
Homebuilding S&P $100.00 $129.25 $ 74.42 $106.23 $ 95.27 $150.62
S&P 500 $100.00 $107.06 $105.41 $141.37 $170.02 $222.72
</TABLE>
Assumes $100.00 invested on December 31, 1992 in Bresler & Reiner Common
Stock, the Homebuilding S&P and the S&P 500. Total Return assumes reinvestment
of dividends.
CERTAIN TRANSACTIONS AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
All the members of the Board of Directors participated in deliberations
of the Board concerning executive officer compensation.
Messrs. Bresler, Reiner, Horowitz and Oshinsky held the positions with
the Company which are listed under "ELECTION OF DIRECTORS" above.
Trilon Project
--------------
Prior to 1975, the Company through its subsidiaries acted as general
contractor in the construction for Trilon Plaza Company ("Trilon") of a high
rise office building, a portion of an enclosed mall shopping center, and three
nearby apartment buildings and 20 townhouses ("Trilon Project") in the Southwest
Washington, D.C. Urban Renewal Area.
A corporation wholly owned by Messrs. Bresler and Reiner is the general
partner of Trilon and Messrs. Bresler and Reiner are also limited partners in
Trilon. Their interests and the interests of affiliated persons, who are among
the limited partners of Trilon, are shown in the following table.
9
<PAGE>
<TABLE>
<CAPTION>
Name Relation to %Interest %Interest in
Company In Trilon/1//2/ Trilon Office
Building Only
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Charles S. Bresler Officer, director 43.55 5.25
and principal
stockholder
- -------------------------------------------------------------------------------------------------------
Burton J. Reiner Officer, director 43.55 2.25
and principal
stockholder
- -------------------------------------------------------------------------------------------------------
T-P Partners, Inc. Owned by Messrs. 2.00 ----
Bresler and
Reiner
- -------------------------------------------------------------------------------------------------------
Edwin Horowitz Officer and ----- 2.00
director
- -------------------------------------------------------------------------------------------------------
William L. Oshinsky Officer and ----- 0.50
director
- -------------------------------------------------------------------------------------------------------
Anita O. Reiner Principal
stockholder and spouse of 2.25
Burton J.Reiner -----
- -------------------------------------------------------------------------------------------------------
Children of Burton Principal
J. and Anita O. stockholder ----- 5.50
Reiner/3/
- -------------------------------------------------------------------------------------------------------
- ----------- Other relatives
of Mr. Reiner ----- 4.75
(3 individuals)
- -------------------------------------------------------------------------------------------------------
- ----------- Relatives of
Mr. Bresler
(2 individuals) ----- 2.00
- -------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Subject to an aggregate 61.125% interest held by others, including those
shown in the last column above, in the Trilon Office building only.
/2/ Includes interests held through a limited partnership.
/3/ Four individuals, who are also trustees of The Burton and Anita Reiner
Charitable Remainder Annuity Trust, a principal shareholder.
The Company's subsidiary acts as managing and leasing agent for the Trilon
Project, and earns management fees of from 3% to 5% of the rents collected under
agreements expiring December, 1998 and December, 2000, and leasing fees of 5% of
rents collected under the G.S.A. Lease described below. In 1997, the Company
earned $612,091 in management fees and $483,426 in leasing fees from Trilon.
In the normal course of its management of the Trilon Project, the Company's
subsidiary collects and remits rent to Trilon, and pays expenses for Trilon's
account and is reimbursed
10
<PAGE>
by Trilon. The highest amount Trilon owed the Company since January 1, 1997 was
$251,000 at March 31, 1997. As of February 28, 1998, the Company's subsidiary
held $508,327 in Trilon net rent revenues.
Waterside Complex
-----------------
The Company has constructed, principally for its own account, an enclosed
mall shopping center contiguous to Trilon's shopping mall and a high rise office
building in the Southwest Washington, D.C. Urban Renewal Area (see "Trilon
Project" above). Adjacent to the Company's shopping mall is another high rise
office building, owned by Town Center East Investors ("TCELP"), a limited
partnership in which the Company is a general partner, with a 46% interest.
Certain affiliates of the Company also own interests in TCELP, all as limited
partners, as shown in the following table:
<TABLE>
<CAPTION>
%Interest
Name Relation to Company in Town Center
- --------------------- -------------------------------- --------------
<S> <C> <C>
Charles S. Bresler Officer, director and principal 1.35
stockholder
Burton J. Reiner Officer, director and principal 0.45
stockholder
Edwin Horowitz Officer and director 1.35
William L. Oshinsky Officer and director 1.35
Anita O. Reiner Principal stockholder and spouse 0.45
of Burton J. Reiner
Other relatives of Mr. Reiner 2.70
(3 individuals)
Relatives of Mr. Bresler
(3 individuals) 2.70
</TABLE>
The two portions of the shopping mall and the two office buildings are
operated as one integrated complex, known as Waterside. Each office building
has access to the mall, and an underground parking garage serves the entire
project.
The Company acts as managing and leasing agent for TCELP'S office building
and earns management fees of 3% of rents collected under an agreement expiring
in December, 1998, and leasing fees of 5% of rents collected. In 1997, the
Company earned $111,757 in management fees and $187,336 in leasing fees
11
<PAGE>
from TCELP. The Company as general partner of TCELP collects rent revenues for
TCELP and pays expenses for TCELP'S account for which it is to be reimbursed by
TCELP. At February 28, 1998, the Company held $2,492,216 in TCELP net rent
revenues.
The two high rise office buildings and parts of the lower level and the
first floor and the entire second and third floor of Trilon's portion of the
shopping center and the lower floor of a smaller structure are leased to the
United States General Services Administration ("G.S.A. Lease"). Under a 1973
agreement among the Company, Trilon and TCELP, TCELP is entitled to receive that
portion of the total annual rent from the G.S.A. Lease, now approximately $23.2
million, as shall be reasonably necessary to provide TCELP a net cash flow of
$100,000 per year after payment of land rent, interest and mortgage
amortization, all expenses of operation and maintenance and all real estate
taxes. No payments have been made under this agreement.
Under a Cross Indemnity Agreement entered into in September, 1974, the
Company, TCELP and Trilon each agreed to indemnify the others against a loss of
their share of such rents because of a default by one of the others under the
mortgage on the property or under the G.S.A. Lease. Pursuant to the requirement
of the lender, the Company, TCELP and Trilon pledged their interests in the
G.S.A. Lease to the lender as security for the mortgages. The Company, TCELP
Trilon and S.E.W. Investors (see "S.E.W. Investors" below) are jointly and
severally liable to the tenant under the G.S.A. Lease.
S.E.W. Investors
----------------
In October 1980, the Company assigned its leasehold interest in 105,000
square feet ("Southeast Section") of its part of the Waterside Mall to S.E.W.
Investors, a limited partnership organized by the Company to acquire the
Southeast Section. The Company took back a note from the limited partnership in
the principal amount of $9,300,000 accruing interest at 12% per annum and due on
October 10, 1995. On October 10, 1995, the term of the note was extended to
October 9, 2000 and the interest rate was reduced to 10%. The Company is the
sole general partner, with a 1% interest. Of the limited partnership interests,
62% is held by a non-affiliated person and the remaining 37% was acquired by the
following directors and officers of the Company: 18% each by Mr. Bresler and
Mr. Reiner; and 1% by Mr. Horowitz.
The Company acts as leasing and managing agent for the Southeast Section
for a fee of 3% of rents collected under an agreement expiring in December,
1998, and leasing fees of 5% of rents collected on the G.S.A. Lease. The Company
earned management fees of $60,796 and leasing fees of $77,741 in 1997 from
S.E.W. Investors. The Company as agent collects rent revenues for S.E.W.
Investors and pays expenses for S.E.W. Investors' account for which it is to be
reimbursed. The highest amount owed the Company
12
<PAGE>
since January 1, 1997, was $459,288 at March 31, 1997. At February 28, 1998, the
amount owed was $161,652.
Third Street Southwest Investors
--------------------------------
In 1979, the Company sold apartment buildings adjacent to the Waterside
Complex to Third Street Southwest Investors, a limited partnership organized by
the Company and took back a note from the limited partnership in the principal
amount of $4,350,000, accruing interest at 9.5% per annum and due on July 31,
1994. On August 1, 1994, the term of the note was extended to July 31, 1999.
The Company is its sole general partner, with a 1% interest. Of the limited
partnership interests, 90% are held by unaffiliated persons, and the remaining
9% were acquired by the following directors and officers of the Company: Mr.
Bresler, 7%; and 1% each by Messrs. Reiner and Horowitz. Each limited partner
in Third Street Southwest Investors contributed approximately $10,000 per 1%
interest.
A subsidiary of the Company acts as managing agent for the Apartments for a
management fee of 5% of rents collected under an agreement expiring in
September, 1999. During 1997, the Company earned management fees of $99,879
from Third Street Southwest Investors under this agreement. The Company as
agent collects rent revenues for Third Street Southwest Investors and pays
expenses for Third Street Southwest Investors' account for which it is to be
reimbursed. The highest amount owed the Company since January 1, 1997 was
$1,048,110 at December 31, 1997. At February 28, 1998, the amount owed was
$905,085.
Holiday Inn Express
-------------------
The Company owns and operates a 151-room Holiday Inn Express motel in Camp
Springs, Maryland. Record title to the real estate on which the motel is
situated is held by Messrs. Bresler and Reiner, who have agreed to act, without
compensation, as nominee title holders for the Company. This arrangement has
been approved by the other directors of the Company.
Builders Leasing Company
------------------------
In December 1983, the Company and others organized Builders Leasing
Company, a general partnership, to engage in equipment leasing. The Company has
a 20% interest and acts as the managing general partner. The partners have
contributed $3,150,000 to the capital of the partnership in proportion to their
percentage interests, the Company's share of which was $630,000. Each partner
is personally liable on certain partnership debt in proportion to his
partnership interest. The Company's portion of this debt was $3,000 at December
31, 1997. Messrs. Bresler, Reiner and Horowitz, directors and officers of the
Company hold interests of 20%, 5% and 2%, respectively, all as general partners.
13
<PAGE>
-------------------------
All the above transactions, other than the equipment leasing partnership,
the relationships with Town Center Apartments and the Southeast Section, are
continuations of projects commenced or agreements entered into by the
predecessors of the Company. Management considers its contracts and other
business relationships with each of these affiliates to be as favorable to the
Company as those obtainable with outsiders.
-------------------------
FINANCIAL STATEMENTS
For certain information concerning the Company and its subsidiaries see the
financial statements and report of Arthur Andersen LLP, independent certified
public accountants, included in the Annual Report accompanying this proxy
statement. Such report is not incorporated in this proxy statement and is not
deemed to be a part of the proxy soliciting material. Representatives of
Arthur Andersen LLP are not expected to be present at the meeting.
COST OF SOLICITATION
The cost of solicitation of proxies from stockholders will be borne by the
Company. In addition to the use of mails, proxies may be solicited by telephone
by officers, directors and a small number of employees of the Company who will
not be specially compensated for such services. The Company may reimburse
persons holding such stock of record only, such as brokerage houses, for their
expenses in forwarding soliciting material to the beneficial owner of such
stock.
OTHER MATTERS
The Board of Directors is not aware of any matters not set forth herein
which may come before the meeting. If, however, any such matter properly comes
before the meeting, the persons named in the proxies will vote the shares
represented thereby in accordance with their judgment.
14
<PAGE>
DEADLINE FOR FILING SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING.
The date by which proposals of shareholders intended to be presented at
the 1999 Annual Meeting must be received by the Company for inclusion in
the Company's 1999 Proxy Statement and Proxy relating to that meeting is
December 23, 1998.
By Order of the Board of
Directors
Edwin Horowitz, Secretary
15
<PAGE>
BRESLER & REINER, INC.
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting of Stockholders, June 11, 1998
The undersigned hereby appoints Sidney Bresler and Randall Reiner, and each
of them, Proxies for the undersigned with power of substitution, to vote as
designated below all the shares of the undersigned at the Annual Meeting of
Stockholders of Bresler & Reiner, Inc., to be held at the offices of the
Company, the Waterside Mall, 401 M Street, S.W., Washington, DC on June 11,
1998, at 10:00 a.m., or any adjournment thereof, all as more fully described
in the Notice of Meeting and Proxy Statement, receipt of which is hereby
acknowledged.
1. Election of The Following Nominees as Directors:
C.S. Bresler; R.S. Childs, Jr.; S.S. DeRisio; E. Horowitz;
G.W. Huguely, III; W.L. Oshinsky; B.J. Reiner
[ ] FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY [ ] FOR ALL NOMINEES
TO VOTE FOR ALL EXCEPT AS INDICATED
NOMINEES BELOW
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2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(PLEASE SEE OTHER SIDE)
Receipt of the Annual Report of the Company for the year 1997 is hereby
acknowledged.
The undersigned revokes all proxies heretofore given with respect to said
meeting and approves all that the Proxies or their substitutes shall do by
virtue hereof.
This Proxy, when properly executed, will be voted as directed herein, but if
no direction is given, this proxy will be voted FOR ALL NOMINEES.
Dated: , 1998
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Stockholder
(Please sign exactly as your name appears
hereon. Executors, administrators or
trustees should so indicate when signing.)
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
