<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 [_] 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 Section 240.14a-11(c) or Section 240.14a-12
Breslen & Reinen, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(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):
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(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<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 27, 1999
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 10, 1999, 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, 1999, 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.
<PAGE>
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned
as of
December 31, 1998/1/
-------------------------------------
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 in the table below, all of whom are presently
Directors of the Company. Unless otherwise instructed by stockholders, the
persons
2
<PAGE>
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, 1998/1/
During Last Five Years Year First Elected
Director Shares Percent
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles S. Bresler, 71 1970 1,022,070/2/ 36.60
Chief Executive Officer and Chairman of
the Board of Directors
- ---------------------------------------------------------------------------------------------------
Ralph S. Childs, Jr. 71 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, 69 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, 67 1971 36,575/3/ 1.30
Secretary and Director
- ---------------------------------------------------------------------------------------------------
George W. Huguely, III, 66 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, 56 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, 70 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 to invest 500 shares which are
owned by each of his two children; however, he disclaims beneficial ownership of
such shares.
3
<PAGE>
/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 1998. 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, 1998, 1997 and 1996 for those persons who were, during 1998
(i) the Chief Executive Officer; and (ii) the other three most highly
compensated executive officers of the Company whose annual compensation in 1998
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 1998 $213,000 $ 0 $0 $ 491
Chief Executive 1997 213,000 0 0 465
Officer and Chairman 1996 213,000 0 0 460
of the Board of
Directors
- ---------------------------------------------------------------------------------------------------------------------
Burton J. Reiner 1998 213,000 0 0 491
President and Director 1997 213,000 0 0 465
1996 213,000 0 0 460
- ---------------------------------------------------------------------------------------------------------------------
Edwin Horowitz 1998 128,500 0 0 491
Secretary and Director 1997 128,500 0 0 465
1996 128,500 0 0 5,927
- ---------------------------------------------------------------------------------------------------------------------
William L. Oshinsky 1998 110,500 5,000 0 756
Treasurer and Director 1997 105,000 5,000 0 715
1996 100,500 5,000 0 708
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Amounts shown for "All Other Compensation" consist of premiums paid by the
Company for life insurance.
4
<PAGE>
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 1998.
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 1996, and on behalf of Mr. Oshinsky for 1997 and 1998. 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 $68,400 (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
$130,000. 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
______________________ ----------------
<S> <C> <C> <C> <C> <C> <C>
10 15 20 25 30 35
------- ------- ------- ------- ------- -------
$100,000 $13,254 $19,881 $26,508 $33,135 $39,762 $46,389
$110,000 15,024 22,536 30,048 37,560 45,072 52,584
$120,000 16,794 25,191 33,588 41,985 50,382 58,779
$130,000 18,564 27,846 37,128 46,410 55,692 64,974
$140,000 20,334 30,501 40,668 50,835 61,002 71,169
$150,000 22,104 33,156 44,208 55,260 66,312 77,364
$160,000 23,874 35,811 47,748 59,685 71,622 83,559
and over (1)
</TABLE>
(1) Under present IRS limitations, compensation in excess of $160,000 can not be
included for benefit computation purposes. Although the $160,000 in indexed, the
Plan sponsor may not increase contribution levels in anticipation of future
increases.
At December 31, 1998, Mr. Oshinsky had 31 years of credited service
under the plan. Messrs. Bresler, Reiner and
5
<PAGE>
Horowitz were covered by the plan until December 31, 1995, and had,
respectively, 34, 34 and 31 years of credited service under the plan.
REPORT ON EXECUTIVE COMPENSATION/1/
Messrs. DeRisio and Childs, since March, 1995, served as members of
the Compensation Committee of the Board during 1998. The Compensation Committee
held no meetings during 1998. 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 1998.
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, 1993, 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
6
<PAGE>
and is not incorporated by reference into the Company's Report on Form 10-K.
FIVE YEAR STOCK PERFORMANCE GRAPH: 1993 TO 1998
Comparison of Five Year Cumulative Total Return Among
Bresler & Reiner, the Homebuilding S&P and the S&P 500
[GRAPH APPEARS HERE]
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
Bresler & Reiner $100.00 $ 80.77 $ 80.77 $ 96.15 $159.15 $227.40
Homebuilding S&P $129.25 $ 74.42 $106.23 $ 95.27 $150.62 $121.92
S&P 500 $107.06 $105.41 $141.37 $170.02 $222.72 $263.53
Assumes $100.00 invested on December 31, 1993 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
7
<PAGE>
the interests of affiliated persons, who are among the limited partners of
Trilon, are shown in the following table.
<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 5.75
and principal
stockholder
- -------------------------------------------------------------------------------------------------------
Burton J. Reiner Officer, director 43.55 2.75
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 2.25
of -----
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, 2000 and December, 2003, and
leasing fees of 5% of rents collected under the G.S.A. Lease described below. In
1998, the Company earned $610,678 in management fees and $483,426 in leasing
fees from Trilon.
8
<PAGE>
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 by Trilon. The highest amount Trilon owed the Company
since January 1, 1998 was $303,597 at September 30, 1998. As of February 28,
1999, the Company's subsidiary held approximately $397,378 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 49% interest.
Certain affiliates of the Company also own interests in TCELP, all as limited
partners, as shown in the following table:
%Interest
Name Relation to Company in Town Center
- ----- ------------------- --------------
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
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.
9
<PAGE>
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, 2003, and leasing fees of 5% of rents collected. In 1998, the
Company earned $110,093 in management fees and $187,336 in leasing fees 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, 1999, the Company held approximately $4,247,034 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 $22.7
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,
2000, and leasing fees of 5% of rents collected on the G.S.A. Lease. The Company
earned management
10
<PAGE>
fees of $70,720 and leasing fees of $94,741 in 1998 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 since January 1, 1998, was $331,622 at March 31, 1998.
At February 28, 1999, the amount owed was approximately $79,716.
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 1998, the Company earned management fees of $98,327 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, 1998 was $966,820 at
December 31, 1998. At February 28, 1999, the amount owed was approximately
$945,133.
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. Messrs.
Bresler, Reiner and Horowitz, directors and officers of the Company hold
interests of 20%, 5% and 2%, respectively, all as general partners.
11
<PAGE>
Paradise Sudley North Office Building D
---------------------------------------
The Company is a 10% general partner and an 88.75% limited partner in
Paradise Sudley North Limited Partnership which is in turn a 50% general partner
in Paradise Sudley North Building D Partnership ("Building D Partnership").
Building D Partnership owns a 69,374 square foot office building in Manassas,
Virginia, which has been 100% leased to the Prince William County government
since the completion of the building in 1989. During 1998, this lease was
renewed for a period of 10 years. Since inception, two unaffiliated persons each
owned a 25% interest in Building D Partnership. In 1998 these interests were
sold to The Bresler Family Investors L.L.C. Charles S. Bresler, CEO of the
Company, is the manager of this L.L.C.
-------------------------
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,
12
<PAGE>
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.
DEADLINE FOR FILING SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING.
The date by which proposals of shareholders intended to be presented at the
2000 Annual Meeting must be received by the Company for inclusion in the
Company's 2000 Proxy Statement and Proxy relating to that meeting is December
23, 1999.
By Order of the Board of Directors
Edwin Horowitz, Secretary
13
<PAGE>
- --------------------------------------------------------------------------------
BRESLER & REINER, INC
This Proxy is Being Solicited By The Board of Directors
Annual Meeting of Stockholders, June 10, 1999
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 10, 1999,
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
____________________
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)
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Receipt of the Annual Report of the Company for the year 1998 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:________________________, 1999
_________________________________
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
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