BRT REALTY TRUST
60 CUTTER MILL ROAD
SUITE 303
GREAT NECK, NEW YORK 11021
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 21, 1997
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To the Shareholders of BRT Realty Trust:
Notice is hereby given that the Annual Meeting of Shareholders (the "Annual
Meeting") of BRT Realty Trust (the "Trust") will be held at the offices of the
Trust, 60 Cutter Mill Road, Great Neck, N.Y., Suite 303, at 9:00 A.M., local
time, on March 21, 1997 for the following purposes:
1. To elect two Class I Trustees to the Board of Trustees;
2. To consider and vote upon a proposal to adopt the Trust's 1996 Stock
Option Plan and to reserve 750,000 Beneficial Shares for issuance thereunder.
3. To appoint Ernst & Young LLP as the Trust's independent
auditors for the fiscal year ending September 30, 1997; and
4. To act on such other business as may properly come before
the Meeting or any adjournment thereof.
The close of business on January 20, 1997 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Annual Meeting. The stock transfer books of the Trust will not be closed.
By order of the Board of Trustees
Simeon Brinberg, Secretary
January 27, 1997
All Shareholders are cordially invited to attend the Annual Meeting.
Whether or not you expect to attend, you are requested to sign, date and return
the enclosed proxy promptly. Your vote is important and it will not be counted
unless you return the proxy or attend the Annual Meeting. If you attend the
Annual Meeting, you may withdraw the proxy and vote your own shares.
A return envelope, which requires no postage if mailed in the United
States, is enclosed for your convenience.
SHAREHOLDERS ARE URGED TO DATE, SIGN AND
RETURN THEIR PROXIES PROMPTLY
<PAGE>
BRT REALTY TRUST
60 CUTTER MILL ROAD
SUITE 303
GREAT NECK, NEW YORK 11021
(516)466-3100
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
---------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees of BRT Realty Trust (the"Trust") of proxies in the
enclosed form for the Annual Meeting of Shareholders ("Annual Meeting") to be
held at the offices of the Trust, 60 Cutter Mill Road, Suite 303, Great Neck,
New York, at 9:00 A.M., local time on March 21, 1997, and for any adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Shareholders. Any shareholder giving a proxy has the power to revoke the
proxy at any time before it is voted. Written notice of such revocation should
be forwarded directly to the Secretary of the Trust. Proxies may also be revoked
by attending the Annual Meeting and voting in person or submitting a proxy
bearing a later date.
The principal executive offices of the Trust are located at 60 Cutter Mill
Road, Suite 303, Great Neck, New York, 11021. The approximate date on which this
Proxy Statement and the form of proxy included herewith are being first sent to
shareholders is January 27, 1997.
VOTING SECURITIES
Only holders of shares of beneficial interest, par value $3.00 per share
("Beneficial Shares") of record as at the close of business on January 20, 1997,
are entitled to vote at the meeting. On the record date there were issued and
outstanding 8,601,272 Beneficial Shares (excluding treasury shares and shares
which have been reserved for issuance in connection with a previous acquisi
tion). Each outstanding Beneficial Share is entitled to one vote. The holders of
a majority of the outstanding Beneficial Shares will constitute a quorum.
If the enclosed form of proxy is properly executed and returned, the
Beneficial Shares represented thereby will be voted in accordance with the
instructions thereon. If no instructions are indicated thereon, such Beneficial
Shares will be voted (i) for the election, as Class I Trustees, of the nominees
set forth under the caption "Election of Trustees", (ii) in favor of adopting
the Trust's 1996 Stock Option Plan (the "1996 Plan") and reserving 750,000
Beneficial Shares for issuance thereunder, and (iii) for approval of the
appointment of Ernst & Young LLP as the Trust's independent auditors for the
fiscal year ending September 30, 1997. Approval of each of the above items
requires the affirmative vote
<PAGE>
of the holders of a majority of the Beneficial Shares, present in person or by
proxy. If a shareholder, present in person or by proxy, abstains on any matter,
the shareholder's shares will not be voted on such matter. Thus, an abstention
from voting on any matter has the same legal effect as a vote "against" the
matter, event though the shareholder may interpret such action differently.
The cost of soliciting proxies in the accompanying form has been, or will
be, paid by the Trust. In addition to the solicita tion of proxies by use of the
mails, certain officers and employees (who will receive no additional
compensation therefor) may be used to solicit proxies personally and by
telephone and telegraph. In addition, banks, brokers and other custodians,
nominees and fiduciaries will be requested to forward copies of the proxy
material to their principals and to request authority for the execution of
proxies. The Trust will reimburse such persons for their expenses in so doing.
BENEFICIAL OWNERSHIP BY TRUSTEES AND OFFICERS
Set forth below is information concerning stock ownership of all persons
known by the Trust to own beneficially 5% or more of the Beneficial Shares, all
Trustees and nominees for Trustee and all Trustees and officers of the Trust as
a group, based upon the number of outstanding Beneficial Shares as of January
20, 1997.
AMOUNT OF
NAME OF BENEFICIAL BENEFICIAL PERCENT
OWNER (1) OWNERSHIP (2) OF CLASS
--------- ------------- --------
Patrick J. Callan 40,000 *
55 East 52nd Street
New York, NY 10055
Fredric H. Gould (3)(4)(5) 2,111,483 24.10%
Jeffrey A. Gould (3)(6) 193,881 2.25%
Arthur Hurand
G-4300 W. Pierson Road
Flint, MI 48504 10,000 *
Gary Hurand (7)
G-4300 W. Pierson Road
Flint, MI 48504 207,312 2.41%
Nathan Kupin (3) 20,512 *
Herbert C. Lust, II
54 Porchuck Road
Greenwich, CT 06830 70,000 *
Marshall Rose (8)
667 Madison Avenue
New York, NY 10021 1,949,214 22.63%
<PAGE>
All Trustees and Officers
as a group
(16 in number)(9) 3,303,543 (10) 38.35%
*Less than 1%
- -----------------
(1) Each individual listed, other than Jeffrey A. Gould, is a Trustee.
Jeffrey A. Gould is a nominee to the Board of Trustees.
(2) Securities are listed as beneficially owned by a person who
directly or indirectly holds or shares the power to vote or to
dispose of the securities, whether or not the person has an
economic interest in the securities. In addition, a person is
deemed a beneficial owner if he has the right to acquire
beneficial ownership within 60 days, whether upon the exercise
of a stock option or otherwise.
(3) Address is 60 Cutter Mill Road, Great Neck, NY 11021.
(4) Includes 279,463 Beneficial Shares owned by the pension and profit
sharing trusts of BRT Realty Trust and REIT Management Corp. of which
Fredric H. Gould and two non-Trustee officers are trustees, as to which
Beneficial Shares Mr. Gould has shared voting and investment power.
(5) Includes 34,762 Beneficial Shares held by Mr. Gould as joint
custodian for the children of his brother, 4,790 Beneficial
Shares owned by Georgetown Group, Inc., of which Mr. Gould is
a Vice President and 60,444 Beneficial Shares owned by two
entities in which Mr. Gould is a general partner or principal.
Also includes 30,048 Beneficial Shares owned by One Liberty
Properties, Inc. ("OLP"), of which Mr. Gould is an officer and
director and in which Gould Investors L.P. ("GLP") (an entity
in which Mr. Gould is a general partner and a principal
executive officer of the managing general partner) is a
controlling shareholder, and 1,512,241 Beneficial Shares owned
by GLP. Does not include 25,015 Beneficial Shares owned by
Mrs. Fredric H. Gould, as to which Beneficial Shares Mr. Gould
disclaims beneficial interest and Mrs. Gould has sole voting
and investment power.
(6) Includes 15,235 Beneficial Shares owned by Mr. Gould as custodian for
his minor children and 2,531 Beneficial Shares which underlie
unexercised stock options. Does not include 6,000 Beneficial Shares
owned by Mrs. Jeffrey A. Gould as to which Beneficial Shares Mr. Gould
disclaims beneficial interest and Mrs. Gould has sole voting and
investment power.
(7) Includes 47,243 Beneficial Shares owned by a partnership, in
<PAGE>
which entity Mr. Hurand is a partner, and 117,288 Beneficial
Shares owned by a corporation in which Mr. Hurand is an
officer and shareholder.
(8) Includes 4,790 Beneficial Shares owned by Georgetown Group,
Inc. in which Mr. Rose is an officer, 76,983 Beneficial Shares
owned by the pension and profit sharing trusts of Georgetown
Group, Inc. of which Mr. Rose is trustee, 60,444 Beneficial
Shares owned by two entities in which Mr. Rose is a general
partner or principal shareholder, 8,644 Beneficial Shares
owned by Jill and Marshall Rose Foundation of which Mr. Rose
is a trustee, 61,302 Beneficial Shares owned by Mr. Rose for
the benefit of others, 30,048 Beneficial Shares owned by OLP,
of which Mr. Rose is an officer and director and in which GLP
(an entity in which Mr. Rose is a general partner and a
principal executive officer of the managing general partner)
is a controlling shareholder, 1,512,241 owned by GLP, 23,447
Beneficial Shares owned by Mr. Rose as trustee for his
children and 1,600 Beneficial Shares held by Mr. Rose as
executor of his wife's estate.
(9) This total is qualified by notes (4) through (8).
(10) Includes an aggregate of 13,250 Beneficial Shares which
underlie unexercised options.
ELECTION OF TRUSTEES
Pursuant to the Declaration of Trust, the Board of Trustees is divided into
three classes each of which is elected for a term of three years. The
Declaration of Trust provides for the number of Trustees to be between five and
fifteen, the exact number to be determined by resolution adopted by a majority
of the entire Board of Trustees. The Board of Trustees has fixed the number of
Trustees at eight (8).
At the meeting, two Class I Trustees will be elected by shareholders. Six
other individuals serve as Trustees but are not standing for reelection because
their terms as Trustees extend past the Annual Meeting. The accompanying form of
proxy will be voted for the election as Class I Trustees of Patrick J. Callan
and Jeffrey A. Gould unless the proxy contains contrary instructions. Proxies
cannot be voted for a greater number of persons than the number of nominees
named in the Proxy Statement. Management has no reason to believe that any of
the nominees will become unable or unwilling to serve. However, in the event
that either nominee should become unable or unwilling to serve as a Trustee,
unless a shareholder WITHHOLDS AUTHORITY the proxy will be voted for the
election of such person or persons as shall be designated by the Board of
Trustees.
During the last full fiscal year, the Board of Trustees held three
regularly scheduled meetings. Each of Herbert C. Lust, II, Nathan Kupin and
<PAGE>
Gary Hurand missed one meeting. The other Trustees attended 100% of the
meetings held.
The Board of Trustees has appointed an Audit and Compensation Committee
consisting of Gary Hurand, Herbert C. Lust, II and Patrick J. Callan. The Audit
and Compensation Committee consists entirely of independent outside trustees.
The functions of the Audit and Compensation Committee include reviewing the
scope and results of the annual audit, reviewing the adequacy of accounting and
financial controls, and recommending independent auditors to the Board of
Trustees. The Audit and Compensation Committee is also responsible for setting
and administering the policies which govern both annual compensation of
executive officers and the Trust's Stock Option Plans. The Audit and
Compensation Committee held one meeting in the 1996 fiscal year.
The Trust has no Nominating Committee or any committee performing similar
functions.
Each Class I nominee, if elected will serve until the annual meeting to be
held in the year 2000 and until his successor is elected and qualifies. Each
other Trustee will serve until the annual meeting to be held in the year set
forth opposite his name and until his successor is elected and qualifies.
The Board of Trustees of the Trust recommends a vote "FOR" the election of
the two nominees. Proxies solicited by the Board of Trustees will be so voted
unless shareholders specify in their proxies a contrary choice.
The following table sets forth certain information concerning the Trustees,
including the two nominees:
PRINCIPAL
TERM OCCUPATION TRUSTEE
NAME AGE EXPIRING (1) SINCE
- ---- --- -------- ---------- ------
CLASS I
Patrick J. Callan
(2)(3)(4) 60 2000 Principal of 1984
The RREEF Funds,
pension fund real
estate investments;
Director of The
East New York Savings
Bank; Director of
First Empire State
Corporation.
<PAGE>
Jeffrey A. Gould
(4) 32 2000 President of the --
Trust since March
1996; Executive Vice
President and Chief
Operating officer of
the Trust from March
1995 to March 1996;
Vice President of the
Trust for more than
three years prior
thereto.
CLASS II
Arthur Hurand
(2) 80 1998 Private Investor; 1989
Director of One Liberty
Properties, Inc.
Herbert C. Lust, II 70 1998 Private Investor; 1981
(2)(3) Director of Prime
Hospitality, Inc.
Marshall Rose 60 1998 Chairman of the Board 1986
(2) of Georgetown Partners,
Inc.; General Partner
of Gould Investors L.P.;
Vice Chairman of Board
of One Liberty Properties,
Inc.; Chairman of the
Board of REIT Management
Corp.; President of
Georgetown Equities, Inc.;
Director of Estee Lauder,
Inc.; Director of Golden-
books Family Entertainment,
Inc.
CLASS III
Fredric H. Gould 61 1999 Chairman of the Board 1983
(2) of Trustees and Chief
Executive Officer of
the Trust; Vice Chair-
man of the Board of
Georgetown Partners, Inc.;
General Partner of Gould
Investors L.P.; Chairman
of Board of One Liberty
Properties, Inc.;
President of REIT Manage-
ment Corp.; Director of
BFS Bankorp, Inc.;
Director of Sunstone
Hotel Investors, Inc.
<PAGE>
Nathan Kupin 82 1999 Senior Vice President 1983
of the Trust; Director
of REIT Management Corp.;
Senior Vice President of
One Liberty Properties, Inc.
Gary Hurand 50 1999 President of Dawn Donut 1990
(3) Systems, Inc.; Director
of Republic Bancorp.
- -----------------
(1) Each Trustee has been engaged in the principal occupation indicated for
at least the past five years, except as noted.
(2) Member of the Executive Committee.
(3) Member of the Audit and Compensation Committee.
(4) If elected at the meeting.
Fredric H. Gould is Jeffrey A. Gould's father and Arthur Hurand is the
father of Gary Hurand.
TRUSTEE'S FEES AND OTHER COMPENSATION
Each unaffiliated Trustee was paid an annual retainer of $10,000 for
services as a Trustee in the 1996 fiscal year. In addition, unaffiliated
Trustees were paid $500 per meeting for each Trustee's meeting and each
committee meeting attended. With respect to fees (charged to operations) paid
and accrued during the fiscal year for REIT Management Corp. (the "Advisor")
under the Advisory Agreement, see "Interest of Management in Certain
Transactions."
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)")
requires executive officers and directors, and persons who beneficially own more
than 10% of the Trust's shares, to file Initial Reports of Ownership and Reports
of Changes in Ownership with the Securities and Exchange Commission ("SEC") and
the New York Stock Exchange. Executive officers, Trustees and greater than 10%
beneficial owners are required by SEC regulations to furnish the Trust with
copies of all Section 16(a) forms they file. The Trust prepares and files the
requisite forms on behalf of its executive officers and Trustees. Based on a
review of information supplied to the Trust by the executive officers and
<PAGE>
Trustees, the Trust believes that all Section 16(a) filing requirements
applicable to its executive officers, Trustees and greater than 10% beneficial
owners were complied with. Messrs. Fredric H. Gould and Marshall Rose filed
Form 5's at the close of the fiscal year to reflect a decreased ownership of
limited partnership units of Gould Investors L.P., therefore a reduction in
their proportionate ownership of Beneficial Shares owned by Gould Investors L.P.
In addition, Mr. Gould filed an amendment to his Form 5 to reflect a transfer
for no consideration of shares to him by his spouse.
EXECUTIVE COMPENSATION
REPORT OF THE AUDIT AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Audit and Compensation Committee of BRT is composed of three
independent non-employee Trustees. The Committee is responsible for advising
management and the Board of Trustees on matters pertaining to compensation
arrangements for executive employees, as well as administration of the Trust's
stock option plans and bonus plan.
COMPENSATION OVERVIEW
It is the view of the Audit and Compensation Committee that the annual
compensation of executive officers is composed of two key elements: (i) an
Annual Component made up of base salary and annual bonus; and (ii) a longer term
component, i.e. stock options.
ANNUAL COMPONENT; BASE SALARY AND BONUS
Base salaries are intended to be competitive with those paid to senior
executives at other real estate investment trusts and are determined in a
fashion that takes into account an individual's performance and contributions to
the Trust and the Trust's operating performance. The determination by the
Committee of base compensation is subjective in nature and is not based on any
structured formula. In determining compensation for the 1996 fiscal year the
Committee took into account managerial competence which the executive officers
demonstrated in managing the business of the Trust; among other things the
Committee gave consideration to the significant decrease in the Trust's
outstanding bank debt and the increased activities of the officers in managing
(and supervising the management of) the Trusts' real estate portfolio, which
activities included refurbishing, renovation, and leasing of real estate owned,
sales activities and obtaining mortgage financing, and refinancing mortgages
secured by real estate owned.
The concept of the annual bonus is to link a portion of the
<PAGE>
compensation of executives to the performance of the Trust. Under the Trust's
existing bonus plan the Trust must produce a minimum return to shareholders
before any bonuses are awarded. Under the plan a bonus pool is to be established
in each fiscal year in an amount equal to 15% of the amount by which the net
income of the Trust in any fiscal year exceeds stockholders' equity multiplied
by the average prime rate of interest plus 1%. Accordingly, the Trust must have
a degree of success before bonuses are paid to executive officers. However, the
Committee deems it advisable to recognize significant individual contributions
by key employees in any particular fiscal year even if, pursuant to the bonus
plan, there are not sufficient earnings to establish, under the terms of the
plan, a bonus pool. Accordingly, under the existing bonus plan up to $50,000 may
be used to pay bonuses to officers and employees (other than the Chief Executive
Officer) if an individual made a significant contribution to the Trust during
the year.
LONG TERM COMPENSATION - STOCK OPTIONS
Stock options may be granted periodically to provide incentive for the
creation of shareholder value over the long term, since the full benefit of the
compensation provided for under stock options cannot be realized unless there is
an appreciation in the price of the Trust's shares over a specified number of
years. Under the existing stock option plans options are granted at an exercise
price equal to the fair market value of the stock of the Trust on the date of
grant and are exercisable over a number of years (generally five years), in
increments ranging between 20% and 25% per year on a cumulative basis. Stock
options are the only form of long term incentive currently used by the Trust.
At the present time there are options outstanding which have been granted
to executive officers and other key personnel of the Trust which have exercise
prices of $4.375 and $6 per share. With respect to the executive officers of the
Trust, Jeffrey A. Gould was granted 10,125 options exercisable at $4.375 per
share under the Trust's 1988 stock option plan and 10,000 options exercisable at
$6.00 per share under the Trust's 1996 stock option plan. The options granted
under the 1988 plan expire in December 2000 and are currently exercisable to the
extent of 2,531 Beneficial Shares. The options granted under the 1996 plan
expire in December 2001 and none are currently exercisable.
CEO COMPENSATION
Fredric H. Gould, Chairman of the Board of Trustees and Chief Executive
Officer of the Trust does not receive any direct remuneration from the Trust,
but is compensated by REIT Management Corp. the Trust's advisor (see "Interest
of Management in Certain Transactions").
Respectfully submitted,
Patrick J. Callan
Gary Hurand
Herbert C. Lust, II
<PAGE>
ANNUAL COMPENSATION
The following Summary Compensation Table includes information with respect
to compensation paid and accrued by the Trust for services rendered in all
capacities to the Trust during the fiscal years ended September 30, 1994, 1995
and 1996, for the Chief Executive Officer of the Trust and the other executive
officers of the Trust whose annual compensation from the Trust exceeded $100,000
for the fiscal year ended September 30, 1996:
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation(2) Long Term Compensation
Other Awards Payouts
Annual Restricted
Name and Principal Salary Bonus Compen- Stock Options/ LTIP All Other
Position Year(1) $ $ sation (3) Awards($) SARs(#) Payout($) Compensation (4)
- ---------------------- -------- ------- ------- ------------- --------- -------- -------- ----------------
<S> <C> <C> <C><C> <C> <C> <C> <C>
Fredric H. Gould
Chairman of the
Board and Chief 1996 0 0 0 0 0 0 0
Executive Officer (5) 1995 0 0 0 0 0 0 0
Jeffrey A. Gould
President and 1996 $210,000 0 0 0 0 0 $22,500
Executive Vice 1995 $190,000 0 0 0 0 0 $22,500
President 1994 $137,000 0 0 0 0 0 $20,550
David W. Kalish
Vice President, 1996 0 0 $98,400 0 0 0 $7,500
Chief Financial 1995 0 0 $115,200 0 0 0 $10,100
Officer (6) 1994 0 0 $121,000 0 0 0 $14,000
Simeon Brinberg
Senior Vice President 1996 0 0 $150,900 0 0 0 $10,800
and Secretary 1995 0 0 $110,500 0 0 0 $9,800
(6) 1994 0 0 96,800 0 0 0 $8,500
- -----------------
<FN>
(1) Fiscal years ending September 30.
(2) The Trust does not have any profit sharing plan, but it does have Stock
Option Plans, a Pension Plan and a Bonus Plan. See "Stock Option
Plans" and "Pension Plan," below.
(3) Amounts represent payment of fees. The only other type of Other Annual
Compensation for each of the named officers was in the form of
perquisites and was less than the level required for reporting.
(4) Represents annual contributions under the Trust's Pension Plan for
Mr. Gould. With respect to Messrs. Kalish and Brinberg, represents
the amounts reimbursed by the Trust to Gould Investors L.P. for the
allocated portion of the pension expense paid by Gould Investors L.P.
for Messrs. Kalish and Brinberg.
(5) Fredric H.Gould has served as Chairman of the Board and Chief Executive
Officer since March, 1995. Mr. Gould does not receive any compensation
directly from the Trust. Reference is made to the caption "Interest of
Management in Certain Transactions" for a discussion of fees paid to
REIT Management Corp., the Trust's Advisor. Mr. Gould is the President
and sole shareholder of REIT Management Corp.
(6) Messrs. Kalish and Brinberg do not receive compensation directly from
the Trust; they receive compensation and fees directly from Gould
Investors L.P. and related entities. The amounts set forth, represent
the portion reimbursed by the Trust for accounting and legal services
rendered by Messrs. Kalish and Brinberg, respectively, to the Trust.
</FN>
</TABLE>
<PAGE>
PENSION PLAN
The Trust has a non-contributory defined contribution pension plan covering
employees. The Pension Plan is administered by Fredric H. Gould, Simeon Brinberg
and David W. Kalish. Annual contributions of the Trust are based on 15% of an
employee's annual earnings, not to exceed $22,500 per employee. Partial vesting
starts one year after employment, increasing annually until full vesting is
achieved at the completion of five years of employment. The method of payment of
benefits to participants upon retirement is determined by the participant, who
may elect a lump sum payment or the purchase of an annuity, the amount of which
is determined primarily by the amount of contributions. In fiscal 1996, $22,500
was contributed for the benefit of Jeffrey A. Gould. The aggregate amount
accrued to date for Mr. Gould is approximately $234,000. The estimated credited
years of service for Mr. Gould is 10.
STOCK OPTION PLANS
On August 19, 1988 the Board of Trustees adopted a Stock Option Plan (the
"1988 Plan"). The 1988 Plan was approved by the shareholders of the Trust of
March 2, 1989. The 1988 Plan provides for the issuance of up to 500,000
Beneficial Shares to officers, trustees and employees of the Trust. The options
granted may be either incentive stock options or options which do not qualify as
incentive stock options. The exercise price of any option granted under the 1988
Plan must be not less than 100% of the fair market value of the Beneficial
Shares on the date of grant. The 1988 Plan does not provide for the issuance of
stock appreciation rights. At September 30, 1996 no shares remain available for
grant, options to purchase 53,000 shares are outstanding and options to purchase
13,250 shares are exercisable.
<PAGE>
OPTION GRANTS
The following table sets forth information concerning the grant of stock
options in fiscal 1996 to the named executive officers:
<TABLE>
Individual Grants(1)
<CAPTION>
Potential Realizable
% of Total Value at Assumed
Options Annual Rates of Stock
Granted Exercise Price Appreciation For
Options to Employees Base Price Option Term (2)
Name Granted in Fiscal Year ($/sh) Expiration Date 5% 10%
- ---- ------- -------------- ---------- -------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey A. Gould 10,125 19% $4.375 12/8/00 $12,238 $27,044
David W. Kalish 10,125 19% $4.375 12/8/00 $12,238 $27,044
- ---------------------
<FN>
(1) Options were granted on December 8, 1995.
(2) These amounts, based on assumed appreciation rates of 5% and
10% prescribed by the Securities and Exchange Commission
rules, are not intended to forecast possible future
appreciation, if any, of the Trust's stock price. These
numbers do not take into account certain provisions of options
providing for termination of the option following termination
of employment, nontransferability or phased-in vesting. The
Trust did not use an alternative formula for a grant date
valuation as it is not aware of any formula which will
determine with reasonable accuracy a present value based on
future unknown or volatile factors. Future compensation
resulting from option grants is based solely on the
performance of the Trust's stock price.
</FN>
</TABLE>
OPTION EXERCISES
The following table sets forth the information concerning the exercise
of stock options in fiscal 1996 by the named executive officers:
<TABLE>
Aggregated Option Exercises in 1996
Fiscal Year and Fiscal Year End Option Values
<CAPTION>
Number of Value of Unexercised
Unexercised in-the-Money Options
Options at Fiscal Fiscal Year End (2)
Year End
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized (1) Unexercisable Unexercisable
- ---- ---------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Fredric H. Gould 70,000 $70,000 None $0/$0
Jeffrey A. Gould 40,000 $40,000 2,531/7,594 $4,113/$12,340
David W. Kalish 5,000 $5,000 2,531/7,594 $4,113/$12,340
Simeon Brinberg 7,500 $7,500 None $0/$0
- -------------------------
<FN>
(1) Market value of the underlying shares based on the closing prices of the
Trust's Beneficial Shares on the date of exercise less then exercise price.
(2) Represents the difference between $6.00,the market price of the Trust's
Beneficial Shares at fiscal year end, and the exercise price.
</FN>
</TABLE>
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following graph compares the performance of the Trust's Beneficial
Shares with the Standard & Poor's 500 Stock Index and a peer group index
consisting of publicly traded mortgage REIT'S prepared by the National
Association of Real Estate Investment Trusts. The graph assumes $100 invested on
September 30, 1991 in the Trust's Beneficial Shares, the S & P 500 Index and the
peer group index and assumes the reinvestment of dividends. The comparisons in
this table are not intended to forecast or be indicative of any future
performance of the Trust's Beneficial Shares.
INSERT - PERFORMANCE GRAPH
9/92 9/93 9/94 9/95 9/96
---- ---- ---- ---- ----
BRT Realty Trust 100 86 150 159 150 218
All Mortgage REITs 100 100 114 101 129 181
S&P 500 Index 100 111 125 130 169 203
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
The Trust and REIT Management Corp. ("REIT" or "Advisor") are
parties to an Advisory Agreement pursuant to which REIT furnishes
<PAGE>
administrative services with respect to the Trust's assets and, subject to the
supervision of the Trustees, advises the Trust with respect to its investments.
The Trust believes that the Advisory Agreement is on terms as favorable to the
Trust as would be available from an unaffiliated party. The term of the Advisory
Agreement has been renewed by the Board of Trustees to December 31, 2000.
Fredric H. Gould and two officers of the Trust are directors of REIT and Messrs.
Fredric H. Gould and Marshall Rose are officers of REIT. All of the outstanding
shares of REIT are owned by Fredric H. Gould.
For services performed by REIT under the Advisory Agreement, REIT
receives an annual fee of 1/2 of 1% of the Invested Assets of the Trust other
than mortgages receivable, subordinated land leases and investments in
unconsolidated ventures, with a 1% fee payable on mortgages receivable,
subordinated land leases and investments in unconsolidated ventures. The term
"Invested Assets" is defined in the Advisory Agreement as the aggregate of all
assets of the Trust as shown on the balance sheet of the Trust without deduction
for (i) mortgages and other security interests to which the assets are subject,
(ii) depreciation, and (iii) amortization, but excluding (a) cash and cash
items, (b) amounts due from managing agents, (c) rents and other receivables
(not including mortgages receivable or other receivables arising from the sale
of invested assets), (d) rent security, (e) prepaid expenses and deferred
charges, and (f) obligations of municipal, state and federal governments and
governmental agencies, other than securities of the Federal Housing Authority,
the Veterans Administration and the Federal National Mortgage Association and
securities issued by governmental agencies that are backed by a pool of
mortgages.
The fee to REIT is based on net assets and computations of the fee
includes non-accruing mortgage receivables to the extent they exceed allowances
for loan losses. The fee under the Advisory Agreement is computed and payable
quarterly, subject to adjustment at year end based on the Trust's audited
financial statements. During the fiscal year ended September 30, 1996 REIT
earned $615,000 from the Trust under the Advisory Agreement, compared to
$777,000 in fiscal 1995.
Under the Advisory Agreement, the Trust bears all expenses including
interest, discount and other costs for borrowed money; taxes on income or
property and license fees (including franchise taxes); rental paid for office
space used by the Trust; audit fees and expenses; legal fees; expenses of
litigation involving the Trust; charges of custodians, transfer agents,
registrars, warrant agents, dividend disbursing agent, brokers, underwriters and
banks; expenses relating to meetings of trustees and shareholders; expenses
connected with the acquisition, disposition or ownership of investment assets,
including but not limited to, travel expenses, costs of appraisal, leasing,
maintenance, repair, improvement and foreclosure of property and origination and
mortgage servicing fees and real estate brokerage commissions; fees for the
management of real estate owned by the Trust; fees and
<PAGE>
expenses payable to trustees, officers and employees (other than fees payable to
Trustees, officers and employees who are directors, officers and employees of
REIT, whose compensation is payable solely by REIT), independent contractors,
consultants, managers, or agents; the expenses of revising, amending, modifying
or terminating the Trust; and indemnification required to be made by the Trust
under the Declaration of Trust.
The Advisory Agreement provides that directors, officers, and employees
of REIT may serve as trustees, officers and employees of the Trust, but such
persons may not receive cash compensation from the Trust for services rendered
in the latter capacities.
The Advisory Agreement is not assignable by REIT without the written
consent of the Trust. The Advisory Agreement is not assignable by the Trust
without the written consent of REIT, except to a successor to the business and
assets of the Trust. The Advisory Agreement has been renewed for a term ending
December 31, 2000 and may be renewed on an annual basis by the Board of
Trustees, for a maximum five year period. Notwithstanding such renewal of the
Advisory Agreement by the Board of Trustees, the shareholders have the right to
rescind the renewal of the Advisory Agreement authorized at the preceding Board
of Trustees Meeting, if at a special meeting of shareholders called by at least
twenty percent of the outstanding Beneficial Shares specifically for such
purpose a majority of the outstanding Beneficial Shares entitled to vote thereon
shall determine that the Advisory Agreement shall not be renewed. In the event
the Advisory Agreement is not renewed in any year by the Board of Trustees or
such renewal is rescinded by a majority of the outstanding Beneficial Shares
entitled to vote thereon at a special meeting called for such purpose, the
Advisory Agreement will have a balance of four years remaining in the existing
term.
The Trust engages entities affiliated with REIT to manage properties
acquired by the Trust in foreclosure or deed in lieu of foreclosure. The
management services include, among other things, rent billing and collection,
leasing (including document preparation), maintenance, construction supervision,
compliance with regulatory statutes and rules (i.e. New York City rent control
and rent stabilization rules), property dispositions and mortgage financing. In
fiscal 1996 the Trust paid $755,000 to these entities for management and
construction supervision fees, leasing and selling fees and fees for arranging
mortgage financing, compared to $1,016,000 paid to these entities in fiscal
1995.
During the year ended September 30, 1996 Fredric H. Gould and Marshall
Rose, Chairman and Chief Executive Officer, and a trustee, respectively, were
officers and directors of the managing corporate general partner of Gould
Investors L.P. ("GLP"), a public master limited partnership, and individual
general partners of GLP. The Trust, GLP and other related entities occupy common
office space, and share office services, equipment and personnel. In fiscal
<PAGE>
1996, $1,161,000 of common general and administrative expenses were allocated to
the Trust, including the amounts reimbursed to GLP for legal and accounting
services provided by Messrs. Kalish and Brinberg (See "Summary and Compensation
Table"), compared to $1,338,000 in fiscal 1995.
During the year ended September 30, 1996 a law firm in which Simeon
Brinberg, an officer of the Trust, is a Partner, received an aggregate of
approximately $21,000 directly from borrowers of the Trust, for services
rendered in transactions involving such borrowers and the Trust.
ADOPTION OF 1996 STOCK OPTION PLAN
The Board of Trustees has adopted the 1996 Stock Option Plan ("1996").
The 1996 Plan, as adopted, is set forth as Exhibit A to this Proxy Statement.
The following description of the 1996 Plan is qualified in its entirety by
reference to the 1996 Plan set forth in Exhibit A. The Board is seeking
shareholder approval of the 1996 Plan in order that the options granted
thereunder may qualify as Incentive Stock Options under the Internal Revenue
Code of 1986 (the "Code"). If shareholder approval is not obtained the options
granted and to be granted will be treated as non-statutory options.
The Board of Trustees recommends the reservation of 750,000 Beneficial
Shares of the Trust as the maximum number of shares which may be optioned and
sold under the 1996 Plan. The closing price of the Trust's Beneficial Shares on
the New York Stock Exchange on January 20, 1997 was $7.50.
The Board of Trustees believes that stock option plans benefit the
Trust by attracting, retaining and motivating key employees, officers, trustees
and consultants to the Trust. The Board of Trustees also believes that the best
interests of the Trust and its shareholders require that the Trust continue to
be in a position to offer options to key personnel. There are presently no
options available for grant under the 1988 Plan.
The purpose of the 1996 Plan is to promote the interests of the Trust
and its shareholders by helping the Trust motivate key employees, officers,
Trustees and consultants and advisors to the Trust.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ADOPTION OF THE 1996
PLAN AND THE RESERVATION OF 750,000 BENEFICIAL SHARES FOR ISSUANCE THEREUNDER.
SUMMARY OF THE 1996 PLAN
Administration. The Audit and Compensation Committee of the
Board of Trustees is responsible for administering the 1996 Plan.
The Committee will have full authority, subject to the terms of the
<PAGE>
1996 Plan, to make all determinations under the 1996 Plan, but the selection of
optionees, the timing of option grants, the exercise price and the number of
shares subject to option shall be determined either by the Board of Trustees or
by a Committee consisting solely to two or more "non-employee trustees". The
members of the committee may receive options under the 1996 Plan, but options
may be granted to such persons only by action of the full Board of Trustees.
Incentive and Nonstatutory Stock Options. The Board of Trustees may
grant Incentive Stock Options under the 1996 Plan and options which do not
qualify as Incentive Stock Options ("nonstatutory stock options").
Eligibility. Employees, officers and Trustees of, and consultants and
advisors to the Trust, will be eligible to receive incentive stock options and
nonstatutory stock options under the 1996 Plan. However, consultants and
advisors who are not employees of the Trust will only be eligible to receive
nonstatutory stock options.
Stock Subject to 1996 Plan. The number of Beneficial Shares which may
be subject to options granted under the 1996 Plan is 750,000. As of January 20,
1997 options to purchase 82,500 Beneficial Shares have been granted under the
1996 Plan all exercisable at $6.00 per share, the closing price of the
Beneficial Shares on December 6, 1996, the date the options were granted. Shares
subject to options which are no longer exercisable will be available for
issuance pursuant to other options.
Exercise Price. The 1996 Plan provides that the exercise price under
each incentive stock option shall be no less than 100% of the fair market value
of the Beneficial Shares on the day the option is granted. The exercise price
for each nonstatutory stock option granted under the 1996 Plan will be the price
established by the Board of Trustees or committee, as appropriate, but not less
than the per share par value. The exercise price of an option is to be paid in
cash or by any other means which the Committee determines are consistent with
the purposes of the Plan and applicable laws and regulations.
Transferability. Incentive Stock Options are not assignable or
transferable other than by will and the laws of descent and distribution. All
non-statutory options granted under the 1996 Plan may be assigned or otherwise
transferred (i) by will or the laws of descent and distribution, (ii) pursuant
to a qualified domestic relations order, (iii) to the spouse, children,
grandchildren or parents of the optionee ("Qualifying Relatives") or any trust
created for the benefit of the optionee or any Qualifying Relative, or (iv) to
any partnership or limited liability company in which an optionee or a
Qualifying Relative is a partner or member.
Exercise. Generally, except as otherwise specified by the
<PAGE>
Board of Trustees or Committee, the duration of each option will be five years
from the date of grant. Generally options will not be exercisable for six months
following the date of grant. After six months, the optionee may exercise the
option for up to 25% of the shares subject to the option; each year thereafter,
the optionee may exercise the option for up to an additional 25% of the shares
subject to the option on a cumulative basis. In no event will any option be
exercisable later than ten years from the date of grant of the option.
Effect of Termination of Services. If an optionee's employment or
provision of services as a non-employee trustee is terminated because of the
optionee's death, options held by the optionee may be exercised by the person
designated in the option ees' will or the optionee's proper legal representative
for a period of one year following the optionee's death. Generally speaking, if
an optionee's employment or provision of services as a non-employee trustee, as
the case may be, is terminated for a reason other than death, options held by
the optionee may be exercised for a period of three months following the
termination. If the termination is by the Trust for cause, or a breach of any
employment or confidentiality agreement, any options held by the optionee will
terminate immediately. In each case options may be exercised only to the extent
exercisable on the date of termination of employment or provision of services as
a non-employee trustee, and in no event is an option exercisable after the
termination date specified in the option grant.
Stock Dividends and Stock Splits. The number, kind and price of the
shares subject to each outstanding option will be proportionately and
appropriately adjusted in the event of any stock dividend, stock split,
recapitalization, reclassification or other similar change in the outstanding
securities of the Trust. If the Trust shall be the surviving entity in a merger
each outstanding option shall pertain to the securities to which a holder of the
number of shares subject to the Option would have been entitled to in the
merger. The number of Beneficial Shares reserved for issuance pursuant to
options granted under the 1996 Plan will be adjusted by the Board of Trustees
for any such changes.
Change of Control. In the event of a "trigger event", options granted
under the 1996 Plan will be fully exercisable for sixty days following the date
of the trigger event. A trigger event is (i) the date Beneficial Shares are
first purchased pursuant to a tender or exchange offer, (ii) the date the Trust
acquires knowledge that any person or group has become the beneficial owner of
shares of the Trust entitling the person or group to vote 30% or more of the
voting stock of the Trust, (iii) the date during any period of two consecutive
years when individuals who at the beginning of such period constitute the Board
of Trustees cease for any reason to constitute at least a majority unless the
election of each new trustee was approved by a vote of at least two thirds of
trustees then in office who were trustees at the beginning of such
<PAGE>
period, (iv) the date of approval of a merger where the shareholders of the
Trust immediately prior to the merger do not beneficially own immediately after
the merger 80% or more of the voting stock of the entity surviving the merger;
or (v) sale or disposition of all or substantially all the assets of the Trust.
Term of the 1996 Plan; Amendment. The 1996 Plan will terminate on
December 5, 2006, ten years from the date the 1996 Plan was adopted by the Board
of Trustees. Any options outstanding after the termination of the 1996 Plan will
remain in effect in accordance with their terms. The Board of Directors may
amend the 1996 Plan, except that the Board may not without consent of an
optionee affect the optionee's rights under a previously granted option and
shareholder approval must be sought if required under Section 422 of the Code.
FEDERAL INCOME TAX CONSEQUENCES
Incentive Stock Options. An optionee will not realize taxable
compensation income upon the grant of an incentive stock option under the 1996
Plan. In addition, an optionee will not realize taxable compensation income upon
the exercise of an incentive stock option if the optionee holds the Beneficial
Shares acquired until at least one year after exercise and, if later, until two
years after the date of grant of the option. The amount by which the fair market
value of the shares exceeds the option price at the time of exercise generally
is an item of tax preference for purposes of the alternative minimum tax. If an
optionee acquires Beneficial Shares through the exercise of an incentive stock
option under the 1996 Plan and subsequently sells the Beneficial Shares after
holding the shares for the period described above, the gain which is the
difference between the sale price of the Beneficial Shares and the option
exercise prices will be taxed as capital gain. The gain will not be treated as
compensation income except when the holding period requirements discussed above
are not satisfied.
An incentive stock option does not entitle the Trust to an income tax
deduction except to the extent that an optionee realizes compensation income
therefrom.
Non-Statutory Options. An optionee will not realize taxable
compensation income upon the grant of a nonstatutory stock option. When an
optionee exercises a nonstatutory stock option, the optionee will realize
taxable compensation income at that time equal to the difference between the
option price and the fair market value of the Beneficial Shares on the date of
exercise. If, however, an optionee is subject to Section 16(b) of the Securities
Exchange Act of 1934 (the "1934 Act")(i.e. the optionee is an officer, director
or ten percent shareholder of the Trust) and the option does not fall within the
exemption provided by Section 16(b), the optionee will not realize taxable
compensation income until six months after he or she exercises the nonstatutory
stock
<PAGE>
option. In such event, the amount of the optionee's compensation income will
equal the difference between the option price and the fair market value of the
stock on the date immediately preceding the sixth month anniversary of the date
of exercise. An optionee who is subject to Section 16(b) may, however, elect to
be fully taxed at the time the optionee exercises his or her nonstatutory stock
option in the same manner as an optionee who is not subject to Section 16(b).
An optionee will generally have a basis in stock acquired through the
exercise of a nonstatutory stock option under the 1996 Plan equal to the fair
market value of the stock on the date of exercise. If the optionee subsequently
sells the stock, the gain which is the difference between the sale price and the
basis will be taxed as capital gains.
Any compensation income realized by an optionee upon exercise of a
nonstatutory stock option will be allowable to the Trust as a deduction at the
time it is realized by the optionee.
APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Trustees is seeking the appointment of Ernst & Young LLP
as independent auditors to audit the books, records and accounts of the Trust
for the fiscal year ending September 30, 1997. Representatives of Ernst & Young
LLP are expected to be present at the Annual Meeting and will have the
opportunity to make a statement if they desire to do so and will be available to
respond to questions of the Trust's shareholders.
If the Trust's shareholders do not approve of the appointment of Ernst
& Young LLP, the selection of independent auditors will be made by the Board of
Trustees.
The Board of Trustees recommends a vote "FOR" the appointment of Ernst
& Young LLP as the Trust's independent auditors for the fiscal year ending
September 30, 1997.
GENERAL
Management of the Trust does not know of any matters other than those
stated in this Proxy Statement which are to be presented for action at the
Annual Meeting. If any other matters should properly come before the Annual
Meeting, it is intended that
<PAGE>
proxies in the accompanying form will be voted on any such other matters in
accordance with the judgment of the persons voting such proxies. Discretionary
authority to vote on such voting matters is conferred by such proxies upon the
persons voting them. The expenses in connection with the solicitation of the
accompanying form of proxy, including the cost of preparing, printing and
mailing the notice of meeting, form or proxy and Proxy Statement, have been or
will be borne by the Trust.
SHAREHOLDER PROPOSALS
The annual meeting of the Trust for the year ending September 30, 1997
is scheduled to be held in March 1998. In order to have any proposal to be
presented by a shareholder at such meeting included in the Trust's proxy
statement and form or proxy relating to the meeting, the proposal must be
received by the Trust not later than September 30, 1997.
By order of the Board of Trustees
Simeon Brinberg, Secretary
Dated: January 27, 1997
<PAGE>
EXHIBIT A
BRT REALTY TRUST
1996 STOCK OPTION PLAN
1. Purpose.
-------
The purpose of this plan (the "Plan") is to secure for BRT
Realty Trust (the "Trust") and its shareholders the benefits arising from
ownership of shares of Beneficial Interest, $3.00 par value ("Beneficial
Shares") by employees, officers and trustees of, and consultants or advisors to,
the Trust who are expected to contribute to the Trust's future growth and
success. Except where the context otherwise requires, the term "Trust" shall
include all present and future subsidiaries of the Trust as defined in Sections
424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced
from time to time (the "Code"). Those provisions of the Plan which make express
reference to Section 422 shall apply only to Incentive Stock Options (as that
term is defined in the Plan).
2. Type of Options and Administration.
----------------------------------
(a) Types of Options. Options granted pursuant to the Plan
-----------------
shall be authorized by action of the Board of Trustees of the Trust and may be
either incentive stock options ("Incentive Stock Options") meeting the
requirements of Section 422 of the Code or non-statutory options which are not
intended to meet the requirements of Section 422 of the Code.
(b) Administration. The Plan will be administered by the Audit
--------------
and Compensation Committee (the "Committee") of the Board of Trustees of the
Trust (or any successor committee), whose construction and interpretation of the
terms and provisions of the Plan shall be final and conclusive. The delegation
of powers to the Committee shall be consistent with applicable laws or
regulations (including, without limitation, applicable state law and Rule 16b-3
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), or
any successor rule ("Rule 16b-3")). The Committee shall have authority, subject
to the express provisions of the Plan, to construe the respective
-1-
<PAGE>
option agreements and the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms and provisions of the
respective option agreements, which need not be identical, and to make all other
determinations in the judgment of the Committee necessary or desirable for the
administration of the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any option agreement
in the manner and to the extent it shall deem expedient to carry the Plan into
effect and it shall be the sole and final judge of such expediency. No director
or person acting pursuant to authority delegated by the Board of Trustees shall
be liable for any action or determination under the Plan made in good faith.
Subject to adjustment as provided in Section 15 below, the aggregate number of
Beneficial Shares that may be granted to any person in a calendar year shall not
exceed 50,000 Beneficial Shares.
(c) Applicability of Rule 16b-3. Those provisions of the Plan
---------------------------
which make express reference to Rule 16b-3 shall apply to the Trust only at such
time as the Trust's Beneficial Shares are registered under the Exchange Act,
subject to the last sentence of Section 3(b), and then only to such persons as
are required to file reports under Section 16(a) of the Exchange Act (a
"Reporting Person").
3. Eligibility.
-----------
(a) General. Options may be granted to persons who are, at the
-------
time of grant, employees, officers or trustees of, or consultants or advisors
to, the Trust or any subsidiaries of the Trust as defined in Sections 424(e) and
424(f) of the Code ("Participants") provided, that Incentive Stock Options may
--------
only be granted to individuals who are employees of the Trust (within the
meaning of Section 3401(c) of the Code). Subject to the limitation contained in
Section 2(b) above. A person who has been granted an option may, if he or she is
otherwise eligible, be granted additional options if the Board of Trustees shall
so determine.
-2-
<PAGE>
(b) Grant of Options to Reporting Persons. The selection of a
-------------------------------------
trustee (the equivalent of a director) or an officer who is a Reporting Person
(as the terms "director" and "officer" are defined for purposes of Rule 16b-3)
as a recipient of an option, the timing of the option grant, the exercise price
of the option and the number of shares subject to the option shall be determined
either (i) by the Board of Trustees, or (ii) by a committee consisting solely of
two or more trustees having full authority to act in the matter, each of whom
shall be a "Non-Employee Trustee" . For the purposes of the Plan, a Trustee
shall be deemed to be a "Non-Employee Trustee" only if such person qualifies as
a "Non-Employee Trustee" as such term is defined in Rule 16b-3, as such term is
interpreted from time to time. If at least two of the members of the Board of
Trustees do not qualify as a "Non-Employee Trustee" within the meaning of Rule
16b-3, as such term is interpreted from time to time, then the granting of
options to officers and directors who are Reporting Persons under the Plan shall
not be determined in accordance with this Section 3(b) but shall be determined
in accordance with the other provisions of the Plan.
4. Stock Subject to Plan.
---------------------
The stock subject to options granted under the Plan shall be
shares of authorized but unissued or reacquired Beneficial Shares. Subject to
adjustment as provided in Section 15 below, the maximum number of Beneficial
Shares of the Trust which may be issued and sold under the Plan is 750,000
shares. If an option granted under the Plan shall expire, terminate or is
cancelled for any reason without having been exercised in full, the unpurchased
shares subject to such option shall again be available for subsequent option
grants under the Plan.
5. Forms of Option Agreements.
--------------------------
As a condition to the grant of an option under the Plan, each
recipient of an option shall execute an option agreement in such form not
inconsistent with the Plan
-3-
<PAGE>
as may be approved by the Board of Trustees or the Committee. Such option
agreements may differ among recipients.
6. Purchase Price.
--------------
(a) General. The purchase price per share of stock deliverable
-------
upon the exercise of an option shall be determined by the Board of Trustees at
the time of grant of such option; provided, however, that in the case of an
Incentive Stock Option, the exercise price shall not be less than 100% of the
Fair Market Value (as hereinafter defined) of such stock, at the time of grant
of such option, or less than 110% of such Fair Market Value in the case of
options described in Section 11(b). "Fair Market Value" of Beneficial Shares as
of a specified date for the purposes of the Plan shall mean the closing price of
a Beneficial Share on the principal securities exchange (including the Nasdaq
National Market) on which such shares are traded on the day as of which Fair
Market Value is being determined, or on the next preceding date on which such
shares are traded if no shares were traded on such day, or if the shares are not
traded on a securities exchange, Fair Market Value shall be deemed to be the
average of the high bid and low asked prices of the shares in the
over-the-counter market on the day as of which Fair Market Value is being
determined or on the next preceding date on which such high bid and low asked
prices were recorded. If the shares are not publicly traded, Fair Market Value
of Beneficial Shares shall be determined in good faith by the Board of Trustees.
In no case shall Fair Market Value be determined with regard to restrictions
other than restrictions which, by their terms, will never lapse.
(b) Payment of Purchase Price. Options granted under the Plan
-------------------------
may provide for the payment of the exercise price by delivery of cash or a check
to the order of the Trust in an amount equal to the exercise price of such
options, or by any other means which the Committee determines is consistent with
the purpose of the Plan and with applicable laws and regulations (including,
without limitation, the provisions of Rule 16b-3 and Regulation T promulgated by
the Federal Reserve Board).
-4-
<PAGE>
7. Option Period.
-------------
Subject to earlier termination as provided in the Plan, each
option and all rights thereunder shall expire on such date as determined by the
Board of Trustees and set forth in the applicable option agreement, provided,
that such date shall not be later than (10) ten years after the date on which
the option is granted.
8. Exercise of Options.
-------------------
Each option granted under the Plan shall be exercisable either
in full or in installments at such time or times and during such period as shall
be set forth in the option agreement evidencing such option, subject to the
provisions of the Plan. No option granted to a Reporting Person for purposes of
the Exchange Act, however, shall be exercisable during the first six months
after the date of grant. Subject to the requirements in the immediately
preceding sentence, if an option is not at the time of grant immediately
exercisable, the Board of Trustees may (i) in the agreement evidencing such
option, provide for the acceleration of the exercise date or dates of the
subject option upon the occurrence of specified events, and/or (ii) at any time
prior to the complete termination of an option, accelerate the exercise date or
dates of such option.
9. Transferability of Options.
--------------------------
Incentive Stock Options granted under the Plan shall not be
assignable in whole or in part except by will or by the laws of descent and
distribution. Options granted under this Plan which are non-statutory options
shall be assignable or otherwise transferable by the optionee in whole or in
part (i) by will or by the laws of descent and distribution, (ii) pursuant to a
qualified domestic relations order as defined in the Code, (iii) pursuant to
Title I of the Employee Retirement Income Security Act, or the rules thereunder,
(iv) to the spouse, children, grandchildren or parents of the optionee
-5-
<PAGE>
("Qualifying Relatives") or any trust created or existing for the benefit of the
optionee and/or one or more Qualifying Relatives, or (v) to any partnership or
limited liability company in which the optionee and/or one or more Qualifying
Relatives is a partner or member. The Board of Trustees or the Committee, in
their discretion, may permit the transfer of options granted under the Plan to
other persons or entities, provided that Incentive Stock Options are not
assignable or otherwise transferable except by will or the laws of descent and
distribution.
In the event an optionee dies during his employment by the
Trust or any of its subsidiaries, or during the three-month period following the
date of termination of such employment, the option shall thereafter be
exercisable, during the period specified in the option agreement, by his
executors or administrators or by any assignee or transferee to the extent to
which such option was exercisable at the time of the optionee's death during the
periods set forth in Section 10 or 11(d).
10. Effect of Termination of Employment or Other Relationship.
---------------------------------------------------------
Except as provided in Section 11(d) with respect to Incentive
Stock Options and except as otherwise determined by the Committee at the date of
grant of an Option, and subject to the provisions of the Plan, an optionee (or
any permitted assignee or transferee of an option granted hereunder), may
exercise an option at any time within three months following the termination of
the optionee's employment or other relationship with the Trust or within one (1)
year if such termination was due to the death or disability of the optionee but,
except in the case of the optionee's death, no event later than the expiration
date of the Option. If the termination of the optionee's employment is for cause
or is otherwise attributable to a breach by the optionee of an employment or
confidentiality or non-disclosure agreement, the option shall expire for all
purposes and with respect to any assignee or transferee immediately upon such
termination. The Board of Trustees shall have the power to determine what
constitutes a termination for
-6-
<PAGE>
cause or a breach of an employment or confidentiality or non-disclosure
agreement, whether an optionee has been terminated for cause or has breached
such an agreement, and the date upon which such termination for cause or breach
occurs. Any such determinations shall be final and conclusive and binding upon
the optionee and any assignee or transferee of any option granted hereunder.
11. Incentive Stock Options.
-----------------------
Options granted under the Plan which are intended to be
Incentive Stock Options shall be subject to the following additional terms and
conditions:
(a) Express Designation. All Incentive Stock Options granted
-------------------
under the Plan shall, at the time of grant, be specifically designated as such
in the option agreement covering such Incentive Stock Options.
(b) 10% Shareholder. If any person to whom an Incentive Stock
---------------
Option is to be granted under the Plan is, at the time of the grant of such
option, the owner of stock possessing more than 10% of the total combined voting
power of all classes of stock of the Trust (after taking into account the
attribution of stock ownership rules of Section 424(d) of the Code), then the
following special provisions shall be applicable to the Incentive Stock Option
granted to such individual:
(i) The purchase price per Beneficial Shares subject to
such Incentive Stock Option shall not be less than 110% of the
Fair Market Value of one Beneficial Share at the time of
grant; and
(ii) the option exercise period shall not exceed five
years from the date of grant.
-7-
<PAGE>
(c) Dollar Limitation. For so long as the Code shall so
------------------
provide, options granted under the Plan (and any other incentive stock option
plans of the Trust) which are intended to constitute Incentive Stock Options
shall not constitute Incentive Stock Options to the extent that such options, in
the aggregate, become exercisable for the first time in any one calendar year
for Beneficial Shares with an aggregate Fair Market Value, as of the respective
date or dates of grant, of more than $100,000.
(d) Termination of Employment, Death or Disability. No
---------------------------
Incentive Stock Option may be exercised unless, at the time of such exercise,
the optionee is, and has been continuously since the date of grant of his or her
option, employed by the Trust, except that:
(i) an Incentive Stock Option may be exercised within
the period of three months after the date the optionee ceases
to be an employee of the Trust (or within such lesser period
as may be specified in the applica ble option agreement),
provided, that the agreement with respect to such option may
--------
designate a longer exercise period and that the exercise after
such three-month period shall be treated as the exercise of a
non-statutory option under the Plan;
(ii) if the optionee dies while in the employ of the
Trust, or within three months after the optionee ceases to be
such an employee, the Incentive Stock Option may be exercised
by the person to whom it is transferred by will or the laws of
descent and distribution within the period of one year after
the date of death (or within such lesser period as may be
specified in the applicable option agreement); and
(iii) if the optionee becomes disabled (within the
meaning of Section 22(e)(3) of the Code or any successor
provisions thereto) while in the employ of the Trust, the
Incentive Stock Option may be exercised within
-8-
<PAGE>
the period of one year after the date the optionee ceases to
be such an employee because of such disability (or within such
lesser period as may be specified in the applicable option
agreement).
For all purposes of the Plan and any option granted hereunder, "employment"
shall be defined in accordance with the provisions of Section 1.421-7(h) of the
Income Tax Regulations (or any successor regulations). Notwithstanding the
foregoing provisions, no Incentive Stock Option may be exercised after its
expiration date.
12. Additional Provisions.
---------------------
(a) Additional Option Provisions. The Board of Trustees or the
----------------------------
Committee may, in its sole discretion, include additional provisions in option
agreements covering options granted under the Plan, including without
limitation, repurchase rights, rights of first refusal, or such other provisions
as shall be determined by the Board of Trustees or the Committee as the case may
be; provided, that such additional provisions shall not be inconsistent with any
other term or condition of the Plan and such additional provisions shall not
cause any Incentive Stock Option granted under the Plan to fail to qualify as an
Incentive Stock Option within the meaning of Section 422 of the Code.
(b) Acceleration, Extension, Etc. The Board of Trustees may,
------------------------------
in its sole discretion, (i) accelerate the date or dates on which all or any
particular option or options granted under the Plan may be exercised or (ii)
extend the dates during which all, or any particular, option or options granted
under the Plan may be exercised; provided, however, that no such extension shall
be permitted if it would cause the Plan to fail to comply with Section 422 of
the Code or with Rule 16b-3 (if applicable).
<PAGE>
13. General Restrictions.
--------------------
-9
(a) Investment Representations. The Trust may require any
---------------------------
person to whom an Option is granted, as a condition of exercising such option,
to give written assurances in substance and form satisfactory to the Trust to
the effect that such person is acquiring the Beneficial Shares subject to the
option, for his or her own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such other
effects as the Trust deems necessary or appropriate in order to comply with
federal and applicable state securities laws.
(b) Compliance With Securities Law. Each Option shall be
---------------------------------
subject to the requirement that if, at any time, counsel to the Trust shall
determine that the listing, registration or qualification of the shares subject
to such option upon any securities exchange or automated quotation system or
under any state or federal law, or the consent or approval of any governmental
or regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition is necessary as a condition of, or in
connection with the issuance or purchase of shares thereunder, such option may
not be exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval, or satisfaction of such condition shall have
been effected or obtained on conditions acceptable to the Board of Trustees.
Nothing herein shall be deemed to require the Trust to apply for or to obtain
such listing, registration or qualification, or to satisfy such condition.
14. Rights as a Stockholder.
-----------------------
The holder of an option shall have no rights as a stockholder
with respect to any shares covered by the option (including, without limitation,
any rights to receive dividends or non-cash distributions with respect to such
shares) until the date of issue of a stock certificate to him or her for such
shares. No adjustment shall be made for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.
-10-
<PAGE>
15. Adjustment Provisions for Recapitalizations, Reorganizations
------------------------------------------------------------
and Related Transactions.
------------------------
(a) Recapitalizations and Related Transactions. If, through or
as a result of any recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other similar transaction, (i) the outstanding
Beneficial Shares are increased, decreased or exchanged for a different number
or kind of shares or other securities of the Trust, or (ii) additional shares or
new or different shares or other non-cash assets are distributed with respect to
such Beneficial Shares or other securities, an appropriate and proportionate
adjustment shall be made in (x) the maximum number and kind of shares reserved
for issuance under or otherwise referred to in the Plan, (y) the number and kind
of shares or other securities subject to any then outstanding options under the
Plan, and (z) the price for each share subject to any then outstanding options
under the Plan, without changing the aggregate purchase price as to which such
options remain exercisable. Notwithstanding the foregoing, no adjustment shall
be made pursuant to this Section 15 if such adjustment (i) would cause the Plan
to fail to comply with Section 422 of the Code or with Rule 16b-3 or (ii) would
be considered as the adoption of a new plan requiring stockholder approval.
(b) Reorganization, Merger and Related Transactions. All
---------------------------------------------------
outstanding Options under the Plan shall become fully exercisable for a period
of sixty (60) days following the occurrence of any Trigger Event, whether or not
such Options are then exercisable under the provisions of the applicable
agreements relating thereto. For purposes of the Plan, a "Trigger Event" is any
one of the following events:
(i) the date on which Beneficial Shares are
first purchased pursuant to a tender offer or exchange offer
(other than such an offer by the Trust, any Subsidiary, any
employee benefit plan of the Trust or of any Subsidiary or any
entity holding Beneficial Shares or other securities of the
Trust for or pursuant to the terms of such plan), whether or
not such offer
-11-
<PAGE>
is approved or opposed by the Trust and regardless of the
number of shares purchased pursuant to such offer;
(ii) the date the Trust acquires knowledge
that any person or group deemed a person under Section 13(d)-3
of the Exchange Act (other than the Trust, any Subsidiary, any
employee benefit plan of the Trust or of any Subsidiary or any
entity holding Beneficial Shares or other securities of the
Trust for or pursuant to the terms of any such plan or any
individual or entity or group or affiliate thereof which
acquired its beneficial ownership interest prior to the date
the Plan was adopted by the Board), in a transaction or series
of transactions, has become the beneficial owner, directly or
indirectly (with beneficial ownership determined as provided
in Rule 13d-3, or any successor rule, under the Exchange Act),
of securities of the Trust entitling the person or group to
30% or more of all votes (without consideration of the rights
of any class or stock to elect directors by a separate class
vote) to which all shareholders of the Trust would be entitled
if the election of the Board of Trustees were an election held
on such date;
(iii) the date, during any period of two
consecutive years, when individuals who at the beginning of
such period constitute the Board of Trustees of the Trust
cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election
by the stockholders of the Trust, of each new director was
approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of
such period; and
(iv) the date of approval by the
stockholders of the Trust of an agreement (a "reorganization
agreement") providing for:
-12-
<PAGE>
(A) The merger or consolidation of the Trust
with another corporation or real estate investment trust where
the stockholders of the Trust, immediately prior to the merger
or consolidation, do not beneficially own, immediately after
the merger or consolidation, shares of the entity issuing cash
or securities in the merger or consolidation entitling such
shareholders to 80% or more of all votes (without
consideration of the rights of any class of stock to elect
directors by a separate class vote) to which all stockholders
of such corporation would be entitled in the election of
directors or where the members of the Board of Trustees of the
Trust, immediately prior to the merger or consolidation, do
not, immediately after the merger or consolidation, constitute
a majority of the Board of Directors or Board of Trustees of
the entity issuing cash or securities in the merger or
consolidation; or
(B) The sale or other disposition of all or
substantially all the assets of the Trust.
(c) Board Authority to Make Adjustments. Any adjustments under
this Section 15 will be made by the Board of Trustees or the Committee, whose
determina tion as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive. No fractional shares will be
issued under the Plan on account of any such adjustments.
16. Merger, Consolidation, Asset Sale, Liquidation, etc.
---------------------------------------------------
(a) General. In the event of any sale, merger, transfer or
acquisition of the Trust or substantially all of the assets of the Trust in
which the Trust is not the surviving entity, and provided that after the Trust
shall have requested the acquiring or succeeding entity (or an affiliate
thereof), that equivalent options shall be substituted and such successor entity
shall have refused or failed to assume all options outstanding
-13-
<PAGE>
under the Plan or issue substantially equivalent options, then any or all
outstanding options under the Plan shall accelerate and become exercisable in
full immediately prior to such event. The Committee will notify holders of
options under the Plan that any such options shall be fully exercisable for a
period of fifteen (15) days from the date of such notice, and the options will
terminate upon expiration of such notice.
(b) Substitute Options. The Trust may grant options under the
------------------
Plan in substitution for options held by employees of another entity who become
employees of the Trust, or a subsidiary of the Trust, as the result of a merger
or consolidation of the employing entity with the Trust or a subsidiary of the
Trust, or as a result of the acquisition by the Trust, or one of its
subsidiaries, of property or stock of the employing entity. The Trust may direct
that substitute options be granted on such terms and conditions as the Board of
Trustees considers appropriate in the circumstances.
17. No Special Employment Rights.
----------------------------
Nothing contained in the Plan or in any option shall confer
upon any optionee any right with respect to the continuation of his or her
employment by the Trust or interfere in any way with the right of the Trust at
any time to terminate such employment or to increase or decrease the
compensation of the optionee.
18. Other Employee Benefits.
-----------------------
Except as to plans which by their terms include such amounts
as compensation, the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale of shares received
upon such exercise will not constitute compensation with respect to which any
other employee benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing, life insurance or
salary continuation plan, except as otherwise specifically determined by the
Board of Trustees.
-14-
<PAGE>
19. Amendment of the Plan.
---------------------
(a) The Board of Trustees may at any time, and from time to
time, modify or amend the Plan in any respect; provided, however, that if at any
time the approval of the stockholders of the Trust is required under Section 422
of the Code or any successor provision with respect to Incentive Stock Options,
the Board of Trustees may not effect such modification or amendment without such
approval.
(b) The modification or amendment of the Plan shall not,
without the consent of an optionee, affect his or her rights under an option
previously granted to him or her. With the consent of the optionee affected, the
Board of Trustees may amend outstanding option agreements in a manner not
inconsistent with the Plan. The Board of Trustees shall have the right to amend
or modify (i) the terms and provisions of the Plan and of any outstanding
Incentive Stock Options granted under the Plan to the extent necessary to
qualify any or all such options for such favorable federal income tax treatment
(including deferral of taxation upon exercise) as may be afforded incentive
stock options under Section 422 of the Code and (ii) the terms and provisions of
the Plan and of any outstanding option to the extent necessary to ensure the
qualification of the Plan under Rule 16b-3.
20. Withholding.
-----------
(a) The Trust shall have the right to deduct from payments of
any kind otherwise due to the optionee any federal, state or local taxes of any
kind required by law to be withheld with respect to any shares issued upon
exercise of options under the Plan. Subject to the prior approval of the Trust,
which may be withheld by the Trust in its sole discretion, the optionee may
elect to satisfy such obligations, in whole or in part, (i) by causing the Trust
to withhold Beneficial Shares otherwise issuable pursuant to the exercise of an
option or (ii) by delivering to the Trust Beneficial Shares already owned by the
optionee. The shares so delivered or withheld shall have a Fair Market Value
-15-
<PAGE>
equal to such withholding obligation as of the date that the amount of tax to be
withheld is to be determined. An optionee who has made an election pursuant to
this Section 20(a) may only satisfy his or her withholding obligation with
Beneficial Shares which are not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements.
(b) The acceptance of Beneficial Shares upon exercise of an
Incentive Stock Option shall constitute an agreement by the optionee (i) to
notify the Trust if any or all of such shares are disposed of by the optionee
within two years from the date the option was granted or within one year from
the date the shares were issued to the optionee pursuant to the exercise of the
option, and (ii) if required by law, to remit to the Trust, at the time of and
in the case of any such disposition, an amount sufficient to satisfy the Trust's
federal, state and local withholding tax obligations with respect to such
disposition, whether or not, as to both (i) and (ii), the optionee is in the
employ of the Trust at the time of such disposition.
(c) Notwithstanding the foregoing, in the case of a Reporting
Person whose options have been granted in accordance with the provisions of
Section 3(b) herein, no election to use shares for the payment of withholding
taxes shall be effective unless made in compliance with any applicable
requirements of Rule 16b-3.
21. Cancellation and New Grant of Options, Etc.
-------------------------------------------
The Board of Trustees shall have the authority to effect, at
any time and from time to time, with the consent of the affected optionees, (i)
the cancellation of any or all outstanding options under the Plan and the grant
in substitution therefor of new options under the Plan covering the same or
different numbers of shares and having an option exercise price per share which
may be lower or higher than the exercise price per share of the cancelled
options or (ii) the amendment of the terms of any and all outstanding options
under the Plan to provide an option exercise price per share which
-16-
<PAGE>
is higher or lower than the then-current exercise price per share of such
outstanding options.
22. Effective Date and Duration of the Plan.
----------------------------------------
(a) Effective Date. The Plan shall become effective when
---------------
adopted by the Board of Trustees, but no Incentive Stock Option granted under
the Plan shall become exercisable unless and until the Plan shall have been
approved by the Trust's stockholders. If such stockholder approval is not
obtained within twelve months after the date of the Board's adoption of the
Plan, no options previously granted under the Plan shall be deemed to be
Incentive Stock Options and no Incentive Stock Options shall be granted
thereafter. Amendments to the Plan not requiring stockholder approval shall
become effective when adopted by the Board of Trustees; amendments requiring
shareholder approval (as provided in Section 21) shall become effective when
adopted by the Board of Trustees, but no Incentive Stock Option granted after
the date of such amendment shall become exercisable (to the extent that such
amendment to the Plan was required to enable the Trust to grant such Incentive
Stock Option to a particular optionee) unless and until such amendment shall
have been approved by the Trust's stockholders. If such stockholder approval is
not obtained within twelve months of the Board's adoption of such amendment, any
Incentive Stock Options granted on or after the date of such amendment shall
terminate to the extent that such amendment to the Plan was required to enable
the Trust to grant such option to a particular optionee. Subject to this
limitation, options may be granted under the Plan at any time after the
effective date and before the date fixed for termination of the Plan.
(b) Termination. Unless sooner terminated in accordance with
-----------
Section 16, the Plan shall terminate upon the earlier of (i) the close of
business on the day next preceding the tenth anniversary of the date of its
adoption by the Board of Trustees, or (ii) the date on which all shares
available for issuance under the Plan shall have been issued pursuant to the
exercise or cancellation of options granted under the
-17-
<PAGE>
Plan. If the date of termination is determined under (i) above, then options
outstanding on such date shall continue to have force and effect in accordance
with the provisions of the instruments evidencing such options.
23. Governing Law.
-------------
The provisions of this Plan shall be governed and construed in
accordance with the laws of the Commonwealth of Massachusetts.
Adopted by the Board of Trustees on December 6, 1996
BRT REALTY TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
MARCH 21, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints FREDRIC H. GOULD, JEFFREY A. GOULD and SIMEON
BRINBERG, as Proxies each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
Beneficial Interest, $3.00 par value per share of BRT Realty Trust held of
record by the undersigned on January 20, 1997 at the Annual Meeting of
Shareholders to be held on March 21, 1997 or any adjournments thereof.
1. Election of Class I Trustees
/ / FOR ALL NOMINEES / / WITHHOLD ALL NOMINEES
Nominees: Patrick J. Callan, Jeffrey A. Gould
/ / INSTRUCTIONS: To withhold authority to
vote for any individual nominee, place an
"X" in the box on the left and strike a line
through the nominee's name listed above.
FOR AGAINST ABSTAIN
/ / / / / / 2. Approval of the Trust's 1996 Stock Option Plan
and reservation of 750,000 shares of Beneficial
Interest for issuance thereunder.
FOR AGAINST ABSTAIN
/ / / / / / 3. Appointment of Ernst & Young LLP as independent
auditors for the fiscal year ending September
30, 1997.
4. In their discretion, the proxies are authorized
to vote upon such other business as may properly
come before the meeting.
This Proxy when properly executed will be voted in the manner directed hereby by
the undersigned shareholder.
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE
DATED:_______________________________, 1997
_____________________________________ L.S.
_____________________________________ L.S.
(NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS HEREON. EXECUTORS,
ADMINISTRATORS, TRUSTEES, ETC. SHOULD
INDICATE WHEN SIGNING,GIVING FULL TITLE
AS SUCH. IF SIGNER IS A CORPORATION,
EXECUTE IN FULL CORPORATE NAME BY
AUTHORIZED OFFICER. IF SHARES HELD IN
THE NAME OF TWO OR MORE PERSONS, ALL
SHOULD SIGN.)
