FORM OF PROXY
-------------
(Front)
Proxy Proxy
DVL, INC.
Annual Meeting of Stockholders, November 20, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a stockholder of DVL, INC., a Delaware
corporation (the "Company"), hereby appoints ROBERT W. LOSCHIAVO
and ALAN E. CASNOFF, and each of them, jointly and severally,
proxies, with full power of substitution, to vote, as designated
below, all shares of Common Stock which the undersigned is entitled
to vote at the 1995 Annual Meeting of Stockholders of the Company
to be held at 24 River Road, Bogota, New Jersey on November 20,
1995 at 10:00 a.m., local time, and at any adjournment or
adjournments thereof.
1. To elect four directors to serve until the next Meeting and
until their successors are duly elected and qualified; and
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) ____ nominees listed below ____
Alan E. Casnoff, Herbert L. Golden, Myron Rosenberg and Frederick
E. Smithline.
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
_________________________________________________________________
(Back)
2. To amend the Articles of Incorporation to increase the number
of authorized shares of Common Stock from 16,000,000 to
40,000,000 and to reduce the par value of the Company's Common
Stock from $1.00 to $.01 per share.
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the Meeting.
The shares represented by this Proxy, duly executed, will be voted.
If instructions are given in the space provided above and on the
reverse side hereof, the shares will be voted in accordance
therewith; if instructions are not given, the shares will be voted
for the election of the directors named in Proposal 1.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by the President or other authorized officer. If a
partnership, please sign in the partnership name by an authorized
person.
Dated: __________________ ______________________________
Signed
______________________________
Signature if held jointly
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
DVL, INC.
---------------------------
Notice of Annual Meeting of Stockholders
========================================
To Be Held November 20, 1995
---------------------------
TO OUR STOCKHOLDERS:
You are invited to be present either in person or by proxy at
the Annual Meeting of Stockholders of DVL, Inc., a Delaware
corporation (the "Company"), to be held at 24 River Road, Bogota,
New Jersey on Monday, November 20, 1995, at 10:00 a.m., local time
(the "Meeting"), to consider and act upon the following:
1. To elect four directors to serve until the next Meeting
and until their successors are duly elected and
qualified;
2. To amend the Articles of Incorporation to increase the
number of authorized shares of Common Stock from
16,000,000 to 40,000,000 and to reduce the par value of
the Company's Common Stock from $1.00 to $.01 per share
in order to (a) enable the Company to pursue equity
financings or other transactions which management
believes may provide the potential to increase
shareholder value, and/or (b) enable the Company to
continue to meet obligations to creditors in whole or in
part with Common Stock.
3. To transact such other business as may properly come
before the Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on
September 22, 1995, as the record date for determining the
stockholders entitled to notice of, and to vote at, the Meeting or
any adjournments thereof. A Proxy and a Proxy Statement for the
Meeting are enclosed.
The Directors hope that you will find it convenient to attend
the Meeting in person, but whether or not you plan to attend,
PLEASE SIGN, DATE AND REUTRN, THE ENCLOSED PROXY to assure that
your shares are represented at the Meeting. Returning your proxy
does not deprive you of your right to attend the Meeting and to
vote your shares in person.
Please relay any questions to the Company at 201-487-1300.
By Order of the Board of Directors
Robert W. LoSchiavo
Secretary
October 13, 1995
SCHEDULE 14A
Information Required in Proxy Statement
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 Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
DVL, Inc.
...................................................................
(Name of Registrant as Specified In Its Charter)
...................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee(Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1)Title of each class of securities to which transaction
applies:
............................................................
2)Aggregate number of securities to which transaction applies:
............................................................
3)Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:(1)
............................................................
4)Proposed maximum aggregate value of transaction:
............................................................
(1) Set forth the amount on which the filing fee is calculated and
how it was determined.
[ ] 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 Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
..............................................
2)Form, Schedule or Registration Statement No.:
..............................................
3) Filing party:
..............................................
DVL, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
November 20, 1995
This Proxy Statement is furnished to the stockholders of DVL,
Inc., a Delaware corporation (the "Company"), in connection with
the solicitation by the Company's Board of Directors (the "Board")
of proxies to be used at the Annual Meeting of Stockholders to be
held on Monday, November 20, 1995, 10:00 a.m., local time, (the
"Meeting") for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders (the "Notice").
The approximate mailing date of the Notice, Proxy Statement
and the form of proxy to stockholders is October 18, 1995.
VOTING OF PROXIES
A form of proxy is enclosed for use at the Meeting if a
stockholder is unable to attend in person. Each proxy may be
revoked at any time thereafter by writing to the Secretary of the
Company prior to the Meeting, by execution and delivery of a
subsequent proxy, or by attendance and voting in person at the
Meeting, except as to any matter or matters upon which, prior to
such revocation, a vote shall have been cast pursuant to the
authority conferred by such proxy. Shares represented by a valid
proxy which if received pursuant to this solicitation and not
revoked before it is exercised, will be voted as provided on the
proxy at the Meeting or at any adjournment or adjournments thereof.
Management intends to vote the 612,848 shares (7.4%) of Common
Stock which it controls in favor of the proposals to:
i. Elect four directors to serve until the next Meeting
and until their successors are duly elected and qualified;
and
ii. To amend the Articles of Incorporation to increase the
umber of authorized shares of Common Stock from 16,000,000
to 40,000,000 and to reduce the par value of the Company's
Common Stock from $1.00 to $.01 per share in order to (a)
enable the Company to pursue equity financings or other
transactions which management believes may provide the
potential to increase shareholder value, and/or (b) enable
the Company to continue to meet obligations to creditors
in whole or in part with Common Stock.
iii. Transact such other business as may properly come before
the Meeting or any adjournments thereof.
As of the date of this Proxy Statement, the Board does not
intend to present to the Meeting any other business, and it has not
been informed of any business intended to be presented by others.
Should any other matters, however, properly come before the
Meeting, the persons named in the enclosed Proxy will take action,
and vote Proxies, in accordance with their judgment on such
matters.
The executive offices of the Company are located at 24 River
Road, Bogota, New Jersey 07603; TEL: (201) 487-1300
2
VOTING SECURITIES AND VOTE REQUIRED
Only holders of Common Stock, par value $1.00 per share, of
record at the close of business on September 22, 1995 (the "Record
Date"), will be entitled to vote at the Meeting. As of the Record
Date, 8,268,268 shares of Common Stock, the only class of voting
securities of the Company, were issued and outstanding. Each
holder of Common Stock is entitled to one vote for each share held
by such holder. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of Common Stock is
necessary to constitute a quorum at the Meeting.
Under the rules of the Securities and Exchange Commission (the
"Commission"), boxes and a designated blank space are provided on
the proxy card for shareholders to mark if they wish to withhold
authority to vote for one or more nominees for director or for
Proposal 2. Votes withheld in connection with the election of one
or more of the nominees for director or Proposal 2 will be counted
as votes cast against such individuals or Proposal 2 and will be
counted toward the presence of a quorum for the transaction of
business. If no direction is indicated, the proxy will be voted
for the election of the nominees for director. The form of proxy
does not provide for abstentions with respect to the election of
directors; however, a shareholder present at the Meeting may
abstain with respect to such election.
Security Ownership of Certain Beneficial Owners, Directors and
Officers
The following table sets forth certain information regarding
the beneficial ownership of the Company's Common Stock as of
September 1, 1995, by (a) each person known by the Company to own
beneficially more than 5% of such stock, (b) each director of the
Company and (c) all directors and officers of the Company as a
group. Unless otherwise indicated, the shares listed in the table
are owned directly by the individual and the individual has sole
voting and investment power with respect to such shares. All
directors, officers and persons owning greater than 5% (of which
none are known) of the Company stock have indicated to the Company
that they will vote their shares in favor of each proposal.
3
<TABLE>
<CAPTION>
Name of Beneficial Amount and Nature of % of
Owner Beneficial Ownership Class*
------------------ -------------------- ------
<S> <C> <C> <C>
Alan E. Casnoff 208,044 (1) 2.5%
Herbert L. Golden 56,600 0.7%
Myron Rosenberg 163,854 (2) 2.0%
Frederick E. Smithline 57,550 (3) 0.7%
All directors and officers
as a group 612,848 7.4%
</TABLE>
- -------------------------
*Each named person and all executive officers, directors and
nominees for director, as a group, are deemed to be the beneficial
owners of securities that may be acquired within 60 days through
the exercise of options, warrants or exchange or conversion rights.
Accordingly, the number of shares and percentage set forth opposite
each shareholder's name in the above table under the columns
captioned "Amount and Nature of Beneficial Ownership" include
shares of Common Stock issuable upon exercise of presently
exercisable warrants, convertible debentures and stock options.
The shares of Common Stock so issuable upon such exercise, exchange
or conversion by any such shareholder are not included in
calculating the number of shares or percentage of Common Stock
beneficially owned by any other shareholder.
(1) (a) Excludes 461 shares of the Company's Common Stock held
by Mr. Casnoff's adult son, as to which shares Mr. Casnoff
disclaims beneficial ownership.
(b) Includes 34,044 shares of the Company's common stock
which a corporation, partially owned and controlled by Mr. Casnoff,
has the right to acquire at any time upon the conversion to stock
of $10,000 Convertible Subordinated Promissory Notes plus $4,044 of
interest thereon, and 20,000 shares of Common Stock issuable upon
the exercise of Warrants issued by the Company.
(2) Includes 4,300 shares held by Mr. Rosenberg's wife, of
which Mr. Rosenberg disclaims beneficial ownership.
(3) Includes 550 shares held by Mr. Smithline and his brother
as tenants-in-common and 6,000 shares held by Mr. Smithline's wife,
of which 6,000 shares Mr. Smithline disclaims beneficial ownership.
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers and persons who own
more than ten percent of a registered class of the Company's equity
securities, to file with the Commission initial reports of
ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by Commission
regulation to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on review of the
copies of such reports furnished to the Company and written
representations that no other reports were required during the two
fiscal years ended December 31, 1994, all Section 16(a) filing
requirements applicable to its officers, directors and greater than
4
ten percent beneficial owners were complied with, except Mr.
Rosenberg filed reports related to shares acquired in December 1994
approximately 66 days late.
PROPOSALS
PROPOSAL I - ELECTION OF DIRECTORS
Four directors are to be elected at the Meeting. The
directors will be elected at the Meeting to serve until the next
annual meeting of stockholders of the Company and until their
successors shall be duly elected and shall qualify.
As noted, unless otherwise indicated thereon, all proxies
received will be voted in favor of the election individually, of
the four nominees of the Board named below as directors of the
Company. Should any of the nominees not remain a candidate for
election at the date of the Meeting (which contingency is not now
contemplated or foreseen by the Board), proxies solicited
thereunder will be voted in favor of those nominees who do remain
candidates and may be voted for substitute nominees selected by the
Board. Directors shall be elected by a plurality of the votes cast
at the Meeting. Each of the nominees are currently serving as
directors of the Company. The names of the nominees and certain
information with regard to each nominee follows:
<TABLE>
<CAPTION>
Director
Name Age Since Office(s)
- ---- --- -------- ---------
<S> <C> <C> <C>
Alan E. Casnoff 51 1991 President and Director
Herbert L. Golden 81 1979 Director
Myron Rosenberg 66 1973 Director
Frederick E. 63 1982 Chairman of the Board
Smithline
</TABLE>
Directors are currently elected to serve until the next annual
meeting of stockholders and until their successors have been
elected and have qualified.
DIRECTORS AND EXECUTIVE OFFICERS
ALAN E. CASNOFF has served as President since November 1994
and as Executive Vice President and director since October 1991.
Since June 1992, Mr. Casnoff has served as Of Counsel to the law
firm of Fox, Rothchild, O'Brien & Frankel. From November 1990 to
October 1991, Mr. Casnoff served as a consultant to the Company and
from 1971 to October 1991, as Secretary of the Company. Since May
1991, Mr. Casnoff has served as a director of Kenbee Management,
Inc. ("Kenbee"), as Executive Vice President of Kenbee from January
1992 to November 1994 and as President of Kenbee since November
1994. Since 1977, Mr. Casnoff has been a Partner of P&A
Associates, a private real estate development firm. From 1969 to
October 1990, Mr. Casnoff was associated with the law firm of Saul,
Ewing, Remick & Saul, Philadelphia, Pennsylvania, previous legal
counsel to the Company and Kenbee.
5
FREDERICK E. SMITHLINE has served as Chairman of the Board of
the Company since 1990 and as a director since 1982. Since
September 1989, Mr. Smithline has been Of Counsel to the law firm
of Epstein, Becker & Green, P.C., New York, New York.
HERBERT L. GOLDEN has served as a director of the Company
since 1979. From January 1979 to November 1991, Mr. Golden served
as a senior consultant to Bankers Trust Company, New York, New
York. Mr. Golden is currently retired.
MYRON ROSENBERG has served as a director of the Company since
1973. Mr. Rosenberg is currently Executive Vice President of
Rosenthal & Rosenthal, Inc., New York, New York, a commercial
finance concern, and has been employed by Rosenthal & Rosenthal,
Inc. since 1961.
In addition, Joel Zbar is Chief Operating Officer, Chief
Financial Officer and Treasurer of the Company and Robert W.
LoSchiavo is Vice President, Secretary and General Counsel of the
Company.
JOEL ZBAR (age 38) has served as the Company's Chief Operating
Officer since November 1994, as Chief Financial Officer of the
Company since January 1993, and as Treasurer of the Company since
1988. Mr. Zbar also serves as Chief Operating Officer, Chief
Financial Officer and Treasurer of Kenbee. In November 1993, the
Commission commenced an administrative proceeding against Mr. Zbar
in connection with certain events related to the 1990 stock
offering and price decline. Without admitting or denying the
allegations of the complaint, Mr. Zbar has agreed and the
Commission has consented to the issuance of a cease and desist
order. Such order does not affect the ability of Mr. Zbar to
perform his duties for DVL.
ROBERT W. LOSCHIAVO (age 38) has served as Vice President of
the Company since January 1990, as Secretary of the Company since
October 1991 and as General Counsel since December 1991. Mr.
LoSchiavo also serves as Vice President, General Counsel and
Secretary of Kenbee.
6
EXECUTIVE COMPENSATION
- ----------------------
The following table discloses the compensation awarded to or earned by,
during the Company's last three fiscal years,
the Chief Executive Officers and the four (4) other most highly compensated
executive officers as of the end of fiscal 1994
whose annual salary plus other forms of compensation exceeded $100,000:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
All Other
Annual Compensation
Long-Term Compensation Compensation
-------------------
- ----------------------------------- ------------
Other
Cash Annual Restricted
Performance LTIP
Name Year Salary Bonus Compensation Stock Awards
Units Payouts
---- ---- ------ ----- ------------ ------------
- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C>
Ben S. Read, Jr.(6) 1994 $327,655 $--- $32,183(5) None
0 None None
President and Chief 1993 353,871 --- $32,122(5) None
52,000 None None
Executive Officer 1992 337,836(1) 5,000 None None
112,500 None None
through October 1994
Alan E. Casnoff 1994 339,810(2) --- None None
0 None None
Executive Vice 1993 340,636 --- None None
52,000 None None
President 1992 307,905(1,2) 5,000 None None
112,500 None None
since November 1994
Joel Zbar 1994 250,000 --- None None
0 None None
Treasurer, Chief 1993 226,000 13,000 None None
50,000 None None
Financial Officer 1992 188,308 7,000 None None
50,000 None None
and Chief Operating
Officer
David C. Loughlin(6) 1994 193,674(3) --- None None
0 None None
Senior Vice President 1993 193,590(3) --- None None
50,000 None None
1992 149,753 --- None None
0 None None
Robert W. LoSchiavo 1994 144,530 --- None None
0 None None
Vice President, 1993 119,189 5,000 None None
15,000 None None
Secretary and 1992 115,000 5,000 None None
0 None None
General Counsel
Richard K. Moeller(6) 1994 116,000 5,000 None None
25,000 None None
Vice President of 1993 96,500 28,000 None None
15,000 None None
Finance 1992 97,971 5,000 None None
- None None
- ----------------------
<FN>
(1) Includes compensation received as director of the Company and Kenbee and
for Mr. Casnoff the payment of certain
deferred fees for services rendered as secretary of the Company.
(2) Does not include payments made to a corporation partially owned and
controlled by Mr. Casnoff which provided
management assistance for two properties in Philadelphia, Pennsylvania
owned by affiliated partnerships for
which such corporation received $9,187.50, $12,000 and $57,000 in 1994,
1993 and 1992, respectively. During 1994, Mr.
Casnoff was apointed President of the Company and as part of the Company's
ongoing efforts to reduce overhead,
Mr. Casnoff's salary was reduced by $35,000.
(3) Includes compensation received from Kenbee and affiliated partnerships.
(4) The Performance Units granted under the Company's Performance Unit Plan are
SAR's for purposes of Item 402 of
Regulation S-K of the Commission.
(5) Represents the date of redemption cash value of 61,511 performance units
redeemed by Mr. Read to meet note
payments due under a certain note to the Company. See "Indebtedness of
Management".
(6) Ben S. Read, Jr., David C. Loughlin and Richard K. Moeller resigned from
their positions with the Company on
November 1, 1994, January 1, 1995 and March 16, 1995, respectively. At the
time of their respective resignations,
Messrs. Loughlin and Moeller surrendered their performance units to the
Company.
</TABLE>
7
The Company has employment contracts with Messrs. Zbar and
LoSchiavo pursuant to which they are paid current annual salaries
at the rate per annum of $250,000 and $144,500, respectively. The
employment contracts with Messrs. Zbar and LoSchiavo provide for
certain payments if the employment term is terminated without cause
or is not renewed at the end of the term in amounts equal to six
(6) months salary. The employment contracts with Messrs. Zbar and
LoSchiavo expire on October 31, 1996 and December 31, 1995,
respectively. In addition, the Board of Directors has authorized
the Company to make certain termination payments to Mr. Casnoff
upon a change of control in the Company in an amount equal to six
(6) months salary over a period of three (3) months.
In November 1994, February 1995 and March 1995, respectively,
the Company entered into termination and consulting agreements with
Messrs. Read, Loughlin and Moeller. In Mr. Read's agreement, the
Company agreed to pay Mr. Read $110,000 annually through October
31, 1996, to forgive the $19,128 balance of his indebtedness to the
Company (discussed below) and to transfer to Mr. Read one-quarter
unit in a limited partnership in consideration of consulting
services to be rendered as required. Pursuant to Mr. Loughlin's
agreement, certain monthly payments totaling $16,000 were made
through July 1995. Pursuant to Mr. Moeller's agreement, certain
monthly payments totalling $15,000 were made through August 1995
for consulting services to be rendered as required. As part of
Messrs. Moeller and Loughlin's agreements, Messrs. Moeller and
Loughlin surrendered to the Company all of the performance units
previously granted to each of them.
Directors who are not officers or employees of the Company
presently receive a directors fee of $1,500 per month plus $500 for
each Audit Committee meeting of the Board of Directors attended.
Directors who are officers or employees of the Company receive no
compensation for their services as directors or attendance at any
Board of Directors Committee meeting.
INDEBTEDNESS OF MANAGEMENT
Other than as discussed below, Officers, Directors and
stockholders of the Company have not obtained loans and loan
commitments in excess of $60,000.
In January and February 1993, the Company advanced $75,000 as
a loan to Mr. Ben Read, former President and Chief Executive
Officer of the company, which was to be repaid over two years in
eight installments of principal plus interest at 8% which began
June 1, 1993, with the second payment on August 1, 1993 and
subsequent payments due and paid quarterly thereafter. Mr. Read
pledged as security for this loan his performance units equal to
the balance of the loan. In 1994 the remaining $19,128 balance of
his obligation was satisfied in consideration of his obligations
under his termination agreement with the Company.
STOCK BASED COMPENSATION
On November 15, 1990, the Board adopted the Company's 1990
Performance Unit Plan (the "Plan") for the purpose of providing
long-term incentives to Company employees who are largely
8
responsible for the management, growth and protection of the
Company's business.
The Plan authorizes the grant of performance units, considered
to be stock appreciation rights, only to directors and officers,
who are also employees of the Company or any subsidiary thereof,
who are in a position to make substantial contributions to the
management, growth and success of the business of the Company or
any subsidiary thereof, as determined by the Board, or a committee
thereof, as the case may be.
The number of performance units reserved for issuance under
the Plan, as amended, is 900,000, 723,131 of which were outstanding
as of September 22, 1995.
Under the Plan, the holder of performance units is entitled to
receive upon exercise of such units an amount equal to the Fair
Market Value (as defined in the Plan) of a performance unit at the
time of exercise plus all dividends declared with respect to a
single share of the Company's Common Stock from the date of
exercise minus the Fair Market Value of a performance unit at the
time of grant, multiplied by the total number of performance units
being exercised by the holder.
Under the Plan, the Fair Market Value of a performance unit
means an amount equal to the fair market value of a share of Common
Stock as determined by the Board of Directors, or a committee
thereof, either (a) by determining the average of the closing
prices for the Company's Common Stock for the twenty most recent
trading days (or for such other period as may be agreed upon
between the Company and the holder) on the NYSE or such other
national securities exchange (including the NASDAQ system) on which
the Company's Common Stock may then be publicly traded or (b) in
the event no such market exists, pursuant to such other reasonable
method as may be adopted by the Board of Directors or the
committee, as the case may be, in good faith for such purpose.
The following tables set forth certain information with
respect to performance units granted under the Plan to, and
performance units exercised by (I) the executive officers of the
Company listed in the Cash Compensation Table and (ii) all current
executive officers of the Company as a group, during fiscal 1994.
No performance units were granted during fiscal 1990 under the
Plan. All performance units granted are vested and fully
exercisable.
9
<TABLE>
<CAPTION>
PERFORMANCE UNIT GRANTS IN FISCAL YEAR ENDED DECEMBER
31, 1994
==============================================================
Individual Grants Potential
Realizable
at
Assumed Annual Alternative to
Rates
of Stock (f) and (g):
Price
Appreciation Grant Date Value
for
Term
------------------------------------------------
- -------------------- ----------------
Percent of
Total
Performance
Performance Units Granted Exercise
Units to Employees or Base
Grant Date
Granted in Fiscal Price Expiration
Present
(#)Year 1992 ($/Sh) Date 5% ($)
10% ($) Value ($)
Name (b) (c) (d) (e) (f)
(g) (h)
----------- ------------- -------- ---------- ------
------- ----------
<S> <C> <C> <C> <C> <C>
<C> <C>
Ben S. Read, Jr. 0 0 $ 0 None N/A
N/A $ 0
Alan E. Casnoff 0 0 0 None N/A
N/A 0
David C. Loughlin 0 0 0 None N/A
N/A 0
Robert W. LoSchiavo 0 0 0 None N/A
N/A 0
Joel Zbar 0 0 0 None N/A
N/A 0
Richard Moeller 25,000 45 .55 None N/A
N/A 0
All others 30,000 55 .55 None N/A
N/A 0
</TABLE>
10
<TABLE>
<CAPTION>
AGGREGATED PERFORMANCE UNITS EXERCISED IN FISCAL YEAR ENDED DECEMBER 31, 1994
PERFORMANCE UNIT VALUES
=============================================================================
Number of Value of
Unexercised Unexercised
Performance Performance
Units at Fiscal Units at Fiscal
Year-End Year-End
(#) ($)
--------------- ---------------
Performance
Units Value
Exercised Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ------------------- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Ben S. Read, Jr. 61,511 32,103(1) 248,131 / 0 0/0
Alan E. Casnoff None None 350,000 / 0 0/0
David C. Loughlin(3) None None 50,000 / 0 0/0
Robert W. LoSchiavo(2) None None 15,000 / 0 0/0
Joel Zbar(2) None None 100,000 / 0 0/0
Richard Moeller(3) None None 40,000 / 0 0/0
All others(3) None None 50,000 / 0 0/0
<FN>
- --------------------------------------
(1) Represents the value of performance units exercised the proceeds of which
were used by Mr. Read to meet the debt service payments on his debt to the
Company. See "Indebtedness of Management".
(2) During 1995, the Board of Directors granted 50,000 and 18,750 performance
units at an Exercise Price of $.39 per unit to Messrs. Zbar and LoSchiavo,
respectively, and 50,000 performance units at an Exercise Price of $.29 per
unit to Mr. Zbar. Further, Mr. Casnoff surrendered 50,000 performance units
to the Company which units had an exercise price of $.75 per unit in
exchange
for 50,000 shares of common stock. Of the performance units granted to
them
in 1995 Mr. Zbar and Mr. LoSchiavo exercised 50,000 and 18,750 performance
units, respectively, and realized a value of $22,500 and $6,562.50,
respectively.
(3) During 1995, Messrs. Loughlin and Moeller and certain officers included in
the "all others" category, as part of their termination agreements,
surrendered a total of 130,000 performance units or 50,000, 40,000 and
40,000 performance units, respectively.
</TABLE>
11
In April, 1995 the Board of Directors authorized the issuance
of up to 450,000 shares of the Company's common stock as a special
incentive bonus. 50,000 of such shares were issued to each of
Messrs. Smithline, Rosenberg and Golden, 100,000 to Mr. Casnoff,
50,000 each to Messrs. Zbar and LoSchiavo and 25,000 to other
officers of the Company. In addition, Mr. Casnoff was issued
50,000 shares in exchange for his surrender of 50,000 performance
units.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the
Company is comprised of the independent directors, Messrs. Golden,
Rosenberg and Smithline. The purpose of the Compensation Committee
is to review compensation of the executive officers of the Company
to determinate if such compensation is in line with similar
organizations and to recommend and provide appropriate incentives
to key employees.
During 1994, in connection with the Company's efforts to
reduce overhead and expenses, Mr. Casnoff assumed the position of
President of the Company and his salary was reduced by $35,000.
Given the Company's continued operating losses in 1994, the Board
of Directors reduced overhead expenses by terminating certain
executive officers and granting to all remaining executive officers
no increases in compensation for 1995 and no bonuses for 1994.
This report was furnished by Messrs. Golden, Rosenberg and
Smithline, all members of the Compensation Committee.
STOCK PERFORMANCE CHART
The following graph compares the yearly percentage change in
the cumulative total shareholder return on the Company's Common
Stock for each of the Company's last five fiscal years with the
cumulative return (assuming reinvestment of dividends) of the New
York Stock Exchange Equity Market Index.
<TABLE>
<CAPTION>
1989 1990 1991 1992
1993 1994
---- ---- ---- ----
- ---- ----
<S> <C> <C> <C> <C> <C>
<C>
DVL, Inc. 100 8 2 5
8 2
Dow Jones Industrial Average 100 99 124 123
155 163
Dow Jones Real Estate Investment Index 100 66 74 67
78 74
</TABLE>
12
PROPOSAL 2 - PROPOSAL TO INCREASE
AUTHORIZED COMMON STOCK AND TO REDUCE THE PAR VALUE
OF THE COMPANY'S COMMON STOCK
FROM $1.00 PER SHARE TO $.01 PER SHARE
On July 19, 1995, the Board of Directors, by unanimous vote,
adopted resolutions approving and recommending that the
stockholders adopt an amendment to Article FOURTH of the Articles
of Incorporation ("Articles") to increase its authorized Common
Stock from 16,000,000 to 40,000,000 and to reduce the par value of
the Company's Common Stock from $1.00 to $.01 per share. The
relative rights and limitations of the Common Stock would remain
unchanged under the amendment. The Common Stock does not have
preemptive rights.
At September 22, 1995, the Company had the equivalent of
approximately 8,268,268 shares of Common Stock issued and
outstanding. In addition, approximately 7,641,182 shares of Common
Stock were reserved for issuance under various obligations of the
Company largely in connection with various settlements. Thus, at
September 22, 1995, there were approximately 90,550 authorized
shares of Common Stock unissued and not reserved for issuance.
As a general rule, corporations are allowed to issue their
common stock either with or without par value. When a corporation
is initially formed, its Article of Incorporation will state
whether or not its common stock will be issued with a par value.
The par value of a share of common stock is simply an amount fixed
as the nominal value of the stockholder's interest in such share of
stock. Historically, par value was intended to represent the sum
of money or value of property or services which was supposed to
have been contributed to the corporation in exchange for each share
in the corporation's ownership. Par value was also originally
intended to represent the consideration for which such shares of
corporation common stock would be initially issued and sold.
Today, par value means very little, other than from an
accounting and state corporation law perspective. State
corporation law does provide that a corporation's stock may not be
ORIGINALLY sold by the corporation upon its formation for less than
its par value. However, there is generally a significant
difference between the par value of a corporation's stock and the
actual amount at which such stock may originally be sold or the
price at which such stock may be traded at a later date.
Management believes that the proposed amendment to Article
FOURTH of the Articles will provide several long-term advantages to
the Company and its stockholders. The passage of the proposal will
enable the Company to pursue equity financings and other
transactions which management believes may provide the potential to
increase shareholder value. With the limited number of shares
currently available for such uses, it is impractical for the
Company to evaluate or seek equity financings or other transactions
which, if they could be accomplished, might enhance stockholder
value. If additional shares are available, transactions dependent
upon the issuance of additional shares would be less likely to be
undermined by delays and uncertainties occasioned by the need to
13
obtain stockholder authorization prior to the consummation of such
transactions. The ability to issue shares, as deemed in the
Company's best interests by the Board, will also permit the Company
to avoid the expenses which are incurred in holding special
stockholders' meetings in the future.
The Board of Directors believes the change to Common Stock
with $.01 par value is important in providing the Company with
financial flexibility. The change to $.01 par value Common Stock
would allow the issuance of shares of Common Stock at a price
determined from time to time by the Company's Board of Directors.
Currently, the shares of Common Stock may be issued for a price
determined by the Board of Directors but in an amount no less than
the par value of $1.00 per share. The primary reason for proposing
Common Stock with $.01 par value is to allow the Board of Directors
to sell the Company's Common Stock at a price per share fixed by
the Board of Directors, even if it is below $1.00. The Company's
Common Stock has recently traded publicly at prices significantly
below $1.00. If the Company decides to raise equity capital by
selling or issuing rights to acquire Common Stock, purchasers are
not willing to pay at least $1.00 per share simply because that
amount has been fixed as the par value.
In the event the proposal for the authorization of 24,000,000
additional shares is passed, stockholder approval of the issuance
of the 24,000,000 additional shares of Common Stock, will not be
sought prior to the issuance of additional securities unless such
issuances relate to a merger, consolidation or other transaction
which requires stockholder approval.
The Company has in place certain provisions which have an
anti-takeover effect. The Company's Articles of Incorporation
include provisions which provide, among other things, that certain
business combinations, sales, stock issuances, liquidations,
reclassification of securities, amendments to the Bylaws, etc.
involving the Company and a stockholder who, together with its
affiliates, is (or at any time within the previous 3 years has
been) the beneficial owner, directly or indirectly, of 10% or more
of the outstanding shares of voting stock ("Control Person") or any
reclassification of securities or recapitalization of the Company
or any reorganization, merger or consolidation of the Company with
any of its subsidiaries or any similar transaction which has the
effect of increasing the proportionate share of the outstanding
securities of the Company or any subsidiary which is beneficially
owned by any Control Person, must (except as otherwise expressly
provided in the Articles) be approved by holders of at least 66-2/3% of the
outstanding shares of the Company's Common Stock,
excluding shares beneficially owned by the interested Control
Person, unless such Business Combination shall have been approved
by a majority of the Disinterested Directors of the Board of
Directors of the Company.
The proposal, if approved, would strengthen the position of
management and might make the removal of management more difficult,
even if such removal would be generally beneficial to the Company's
stockholders. The authorization to issue the additional shares of
Common Stock would provide management with a capacity to negate the
efforts of unfriendly tender
14
offerors through the issuance of securities to others who are
friendly or desirable to management.
This proposal is not the result of management's knowledge of
any specific effort by another party to accumulate the Company's
securities or to obtain control of the Company by means of a
merger, tender offer, proxy solicitation in opposition to
management or otherwise. The Company is not submitting this
proposal to enable it to frustrate any efforts by another party to
acquire a controlling interest or to seek Board representations.
The submission of this proposal is not a part of any plan by
the Company's management to adopt a series of amendments to the
Articles of Incorporation or Bylaws so as to render the takeover of
the Company more difficult. Management is not aware of the
existence of any other provisions in the Articles or Bylaws having
an anti-takeover effect.
Management does anticipate that the increase in authorized
shares of Common Stock and the reduction of the par value will
enable the Company to induce potential lenders interested in
investing in the Company to make such investments partly in
consideration of the issuance to them of shares of Common Stock or
rights to acquire such shares of Common Stock. The Company is
currently negotiating with a number of interested parties in
connection with the refinancing of certain assets pursuant to which
a lender would replace certain existing lenders and in
consideration of such loans would receive equity and rights to
acquire equity in shares of Common Stock. If the Company is
unsuccessful in achieving such a transaction, it may be unable to
cure its remaining loan defaults, meet its mandatory repayment
requirements or return to profitable operations. Moreover, it may
not be able to continue as a going concern and may be forced to
file for protection from creditors under Chapter 11 of the United
States Bankruptcy Code.
The Articles of Incorporation do not provide for cumulative
voting. As a result, in order to be ensured of representation on
the Board, a stockholder must control the votes of a majority of
the shares present and voting at a stockholders' meeting at which
a quorum is present. The lack of cumulative voting requires an
entity seeking a takeover to acquire a substantially greater number
of shares to ensure representation on the Board than would be
necessary were cumulative voting available.
The issuance of additional shares of Common Stock may have a
dilutive effect on earnings per share and on the equity and voting
power of existing holders of Common Stock. It may also adversely
affect the market price of the Common Stock. However, in the event
additional shares are issued in transactions whereby favorable
business opportunities are provided or that provide working capital
sufficient to adequately capitalize the Company and allow it to
pursue its business plans, the per share market price may increase.
15
REQUIRED STOCKHOLDER VOTE
Approval of the proposed increase in the authorized Common
Stock and reduction of par value require the affirmative vote of
the holders of a majority of the shares of Common Stock voting
either in person or by proxy at the Annual Meeting. The Board of
Directors believes that it is in the best interests of the Company
to approve the proposed increase in the authorized Common Stock and
reduction in par value, and the Board of Directors unanimously
recommends that stockholders vote FOR the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
P&A Associates, a Pennsylvania general partnership of which
Mr. Casnoff, President and director of the Company, is a partner,
provided management services for certain properties located in
Philadelphia, Pennsylvania which are owned by partnerships
affiliated with the Company. Management fees paid by various
entities to such entity during the 1994 fiscal year totaled $9,188.
During 1995 these properties were transferred to unrelated parties
and the Company no longer required and therefore terminated the
management services of P&A Associates. Further, since February
1992 the Company and related entities have used a partner of Mr.
Casnoff in P&A Associates to perform legal services for the Company
and affiliates in connection with certain real estate transactions.
Mr. Casnoff's partner earned $41,415 in legal fees from the Company
and affiliates in 1994.
Certain officers and directors of the Company serve as
officers and directors of Kenbee, which was the Company's largest
debtor and previous manager, and control over which has been given
to Mr. Casnoff by virtue of certain voting trust agreements. Mr.
Casnoff, President of the Company and Kenbee, acquired sole voting
power over the shares of capital stock of R&M Holding, a Delaware
corporation and the sole stockholder of Kenbee, pursuant to the
terms of a Voting Trust Agreement, dated May 15, 1991, between R&M
Holding and Mr. Casnoff, as trustee. The shares subject to the
Agreement are owned by Roger D. Stern and Martin Wright, each a 50%
owner of the shares of capital stock of R&M Holding, and each a
former officer and director of the Company. The term of the
Agreement expires on January 1, 2000 as to 50% of the shares of
capital stock owned by Mr. Stern and expired on December 31, 1994
as to 50% of the shares of capital stock owned by Mr. Wright.
Rosenthal & Rosenthal Inc., a commercial finance concern of
which Mr. Rosenberg, director of the Company, is Executive Vice
President, made a loan to the Company in 1990 in the aggregate
principal amount of $1,331,700, secured by the assignment of a
certain promissory note and mortgage executed in favor of the
Company. Regular payments of principal and interest on this loan
were made through September 1990. In 1992 the Company completed a
settlement in which this loan was exchanged for the assignment to
Rosenthal & Rosenthal, Inc. of a wraparound mortgage, certain
limited partnership units and options to acquire 600,000 shares of
the Company's common stock for $1.00 per share. Rosenthal &
Rosenthal,
16
Inc. was also provided with a note with a face value of $107,000
bearing interest at 10% per annum and 214,000 warrants to purchase
common stock for $1.00 per share which warrants expire in April
1998. Rosenthal & Rosenthal, Inc. will at its option return either
the wraparound mortgage or the notes and warrants within five years
of the settlement. In September 1995, the settlement agreement
with Rosenthal & Rosenthal was amended to substitute 200,000 of
Rosenthal & Rosenthal's options for a $25,000 non-interest bearing
note payable in November 1998. If the Company's shareholders
approve Proposal 2 in this Proxy Statement, the Company will issue
to Rosenthal & Rosenthal options to purchase 220,000 shares of the
Company's common stock at $1.00 per share in satisfaction of the
$25,000 note.
Since June 1992, the Company and affiliates have periodically
retained Fox, Rothschild, O'Brien & Frankel to perform certain
legal services in connection with various matters. Mr. Casnoff,
director and President, serves as Of Counsel to Fox, Rothschild,
O'Brien & Frankel. During 1994, the Company and affiliates
incurred $52,939 of fees for legal services rendered by this law
firm.
RELATIONSHIP WITH INDEPENDENT AUDITORS
The Board has selected the firm of Richard A. Eisner & Co.,
independent auditors, as auditors of the Company for the next
fiscal year. The Company has been advised by such firm that
neither it nor any member or associate of such firm has any
relationship with the Company or with any of its affiliates other
than as independent accountants and auditors.
Representatives of Richard A. Eisner & Co. will be present at
the Meeting, will have an opportunity to make any statement they
may desire to make, and will be available to answer appropriate
questions from stockholders.
MISCELLANEOUS
All of the costs and expenses in connection with the
solicitation of proxies with respect to the matters described
herein will be borne by the Company. In addition to solicitation
of proxies by use of the mails, directors, officers and employees
(who will receive no compensation therefor in addition to their
regular remuneration) of the Company may solicit the return of
proxies by telephone, telegram or personal interview. The Company
will request banks, brokerage houses and other custodians, nominees
and fiduciaries to forward copies of the proxy material to their
principals and to request instructions for voting the proxies. The
Company may reimburse such banks, brokerage houses and other
custodians, nominees and fiduciaries for their expenses in
connection therewith.
Action may be taken on the business to be transacted at the
Meeting on the date specified in the Notice of Meeting or on any
date or dates to which such Meeting may be adjourned.
17
STOCKHOLDER PROPOSALS
Any stockholder of the Company may present a proposal for
consideration at a future meeting of the stockholders of the
Company. Any proposal for consideration at the next meeting must
be received by the Company at its principal offices, 24 River Road,
Bogota, New Jersey 07603, Attention: Robert W. LoSchiavo, Vice
President and General Counsel, no later than January 1, 1996.
ADDITIONAL FINANCIAL INFORMATION
Stockholders desiring additional information about the Company
and its operations should refer to the Company's Annual Report to
the Commission on Form 10-K for the fiscal year ended December 31,
1994, a copy of which constitutes a portion of the Annual Report to
Stockholders mailed with this Proxy Statement.
Please relay any questions to the Company at 201-487-1300.
By Order of the Board of Directors
Robert W. LoSchiavo
Secretary
October 13,1995
18
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DVL, INC.
DVL, Inc. (the "Corporation"), organized and existing under
and by virtue of the General Corporation Law of Delaware (the
"DGCL") does hereby certify:
FIRST: That the Board of Directors of the Corporation duly
adopted resolutions setting forth an amendment to the Certificate
of Incorporation of the Corporation (the "Amendment"), declaring
the Amendment to be advisable and calling for the submission of the
proposed Amendment to the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed
Amendment is as follows:
RESOLVED THAT: ARTICLE FOURTH of the Certificate of
Incorporation of DVL, Inc., a Delaware corporation, is hereby
amended so as to amend Article FOURTH of the Certificate of
Incorporation in its entirety as follows:
"FOURTH: the total number of shares of stock which the
Corporation shall have authority to issue is 40,000,000 with a par
value of $.01, each designated Common Stock."
SECOND: That thereafter pursuant to a resolution of the Board
of Directors, a special meeting of the stockholders of the
Corporation was duly called and held, upon notice in accordance
with Section 222 of the DGCL at which meeting the necessary number
of shares as required by statute were voted in favor of the
Amendment.
THIRD: That the Amendment was duly adopted in accordance with
the provisions of Section 242 of the DGCL.
FOURTH: That the Amendment shall be effective on the date
this Certificate of Amendment is filed and accepted by the
Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed by Alan E. Casnoff, its President, and
attested by Robert W. LoSchiavo, its Secretary, this 19th day of
July, 1995.
DVL, INC.
By: Alan E. Casnoff
------------------------
Alan E. Casnoff
President
ATTEST: Robert W. LoSchiavo
---------------------
Robert W. LoSchiavo
Secretary
