UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
HMG/COURTLAND PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $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:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(3) Per unit price of underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any party of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
Preliminary Copy
HMG/COURTLAND PROPERTIES, INC.
2701 South Bayshore Drive
Coconut Grove, Florida 33133
------------------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 9, 1996
------------------------------
July 8, 1996
TO THE SHAREHOLDERS:
The annual meeting of shareholders of HMG/Courtland Properties, Inc. (the
"Company") will be held at 10:30 A.M., on August 9, 1996 at the Grove Isle Club
and Resort, 4 Grove Isle Drive, Coconut Grove, Florida for the following
purposes:
1. To elect a Board of Directors;
2. To act upon the renewal of the Advisory Agreement between the Company
and Courtland Group, Inc.; and
3. To transact such other business as may properly come before the
meeting.
The record date for determining shareholders entitled to notice of and to
vote at the annual meeting is July 1, 1996.
Enclosed is a copy of the Company's Annual Report for the fiscal year ended
December 31, 1995.
It is important, whether or not you plan to attend the meeting in person,
that you fill in, sign and date the accompanying proxy and return it promptly in
the postage prepaid envelope which is enclosed for your convenience. The signing
and mailing of the proxy will not affect your right to vote your shares in
person if you attend the meeting and desire to do so.
By Order of the Board of Directors
Lawrence I. Rothstein
Secretary
<PAGE>
PROXY STATEMENT
of
HMG/COURTLAND PROPERTIES, INC.
The accompanying proxy is solicited by the Board of Directors for use at
the annual meeting of shareholders and is being mailed with this Proxy Statement
to all shareholders on July 8, 1996. If a proxy card is properly signed and is
not revoked by the shareholder, the shares of common stock of the Company (the
"Shares") represented thereby will be voted at the meeting in accordance with
the instructions, if any, of the shareholder. If no instructions are given, they
will be voted for the election of Directors nominated by the Board of Directors
and for approval of the renewal of the Advisory Agreement between the Company
and Courtland Group, Inc. (the "Advisor"). Any shareholder may revoke his proxy
at any time before it is voted by giving written notice of revocation to the
Secretary of the Company.
Holders of Shares of record at the close of business on July 1, 1996 are
entitled to notice of and to vote at the meeting. On that date, there were
1,166,835 Shares outstanding. Each Share is entitled to one vote on all business
of the meeting. The holders of a majority of the outstanding Shares, present in
person or represented by proxy, will constitute a quorum at the meeting.
Abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions are
counted in tabulations of the votes cast on proposals presented to stockholders,
whereas broker non-votes are not counted for purposes of determining whether a
proposal has been approved. As of May 31, 1996, Transco Realty Trust
("Transco"), 2701 South Bayshore Drive, Coconut Grove, Florida 33133, was the
beneficial owner of 477,300 Shares, or 41% of the outstanding Shares. As of May
31, 1996, Maurice A. Halperin and Barry S. Halperin, 2500 N. Military Trail,
Suite 225, Boca Raton, Florida 33431-6342, were the beneficial owners of 177,100
Shares, or 15% of the outstanding Shares. As of May 31, 1996, Tweedy, Browne
Company L.P., a registered investment advisor, TBK Partners, L.P. and Vanderbilt
Partners, L.P., each with a business address of 52 Vanderbilt Avenue, New York,
N.Y. 10017, may be deemed to be the beneficial owners of 55,600 Shares, or 4.8%
of the outstanding Shares. Bene ficial ownership is based on sole voting and
investment power.
The Company has been advised by its officers and directors and their
affiliated shareholders, Transco and the Advisor, that they intend to vote for
the election of each of the nominees and for the approval of the renewal of the
Advisory Agreement. Such shareholders own in the aggregate 571,530 shares, or
49% of the outstanding Shares. As a result, each of the nominees is expected to
be elected as a director and the proposed renewal of the Advisory Agreement is
expected to be approved. As noted below, certain directors of the Company are
affiliated with principal shareholders of the Company and are principal
shareholders, directors and officers of the Advisor.
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<PAGE>
See "Election of Directors" below for information concerning holders who may be
deemed to own beneficially more than 5% of the outstanding shares.
ELECTION OF DIRECTORS
The entire Board of Directors will be elected at the annual meeting of
shareholders to serve until the next annual meeting of shareholders and until
the election and qualification of their successors. In the event any nominee
should not continue to be available for election, proxies may be voted for the
election of a substitute nominee or the Board of Directors may elect to reduce
the number of Directors. The Board of Directors has no reason to anticipate that
any nominee will not be available for election. All of the nominees, have been
elected previously by the shareholders.
An affirmative vote by the holders of a majority of the Shares present in
person or by proxy at the Annual Meeting of Shareholders is required for the
election of each Director.
Set forth below is certain information about each nominee for Director and
the Shares held by all Directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares Held as of May 31, 1996(1)
Principal Occupation or Additional Shares in
Name, Age, Year Employment During the Shares Owned which the Nominee
First Became a Past Five Years Other by the Nominee has, or Participates in,
Director and Officer than with the Company or Members of the Voting or Invest Total Shares and
with the Company and Other Information His Family ment Power(2) Percent of Class
- ------------------------- ---------------------------- ------------------- ------------------------ --------------------
<S> <C> <C> <C> <C>
Maurice Wiener Chairman of the Board 30,100(4) 531,830(3) 561,930(3),(4)
54-1974 and Chief Executive 44%
Chairman of Officer of the Advisor;
the Board of Executive Trustee,
Directors and Transco Realty Trust;
Chief Execu- Director, TGIF Texas,
tive Officer Inc.; Trustee, PRA Real
Estate Securities Fund
Lee Gray President, Treasurer and 53,000(4) 531,830(3) 584,830(3),(4)
66-1974 Director of the Advisor; 46%
President, Trustee and Treasurer,
Treasurer Transco Realty Trust;
and Director President and Director,
Chartcraft, Inc.; Director,
LCS Industries, Inc.
-2-
<PAGE>
Principal Occupation or Additional Shares in
Name, Age, Year Employment During the Shares Owned which the Nominee
First Became a Past Five Years Other by the Nominee has, or Participates in,
Director and Officer than with the Company or Members of the Voting or Invest Total Shares and
with the Company and Other Information His Family ment Power(2) Percent of Class
- ------------------------- ---------------------------- ------------------- ------------------------ --------------------
Walter G. Arader President, Arader, Herzig 11,600(4) 0 11,600(4)
76-1977 and Associates, Inc. *
Director (financial and mana
gement consultants);
Director, The Pep Boys -
Manny, Moe & Jack;
Director, Unitel Video,
Inc.; Former Secretary of
Commerce, Common
wealth of Pennsylvania
John B. Bailey Real estate consultant; 7,100(4) 0 7,100(4)
69-1971 Retired CEO, Landauer *
Director Associates, Inc. (real
estate consultants)
(1977-1988)
Harvey Comita President and Director of 5,000(4) 0 5,000(4)
66-1992 Pan-Optics, Inc. (1971- *
Director 1991); Director of Mediq,
Incorporated (1981-
1991); Trustee, Transco
Realty Trust
Gustav S. Eyssell Real estate consultant; 6,400(4) 54,530 60,930(4)
94-1971 Director of the Advisor 5%
Director
Norman A. Fieber Principal in Fieber 5,700(4) 0 5,700(4)
66-1985 Group; Principal, HMG- *
Director Fieber Associates;
Partner in Stonegate
Development Corp.
All 10 Directors and 143,900(4) 531,830 675,730(4)
Executive Officers as 53%
a Group
- ---------------------------
<FN>
* Less than one percent
(1) Unless otherwise indicated, beneficial ownership is based on sole voting
and investment power with respect to the Shares.
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<PAGE>
(2) Shares listed in this column represent Shares held by entities with which
the Directors or officers are associated. The Directors, officers and
members of their families have no ownership rights in the Shares listed in
this column. See note 3 below.
(3) This number includes the number of Shares held by Transco (477,300 Shares),
and the Advisor (54,530 shares). Of those Shares owned by Transco, 24,350
have been pledged to a brokerage firm pursuant to a margin agreement. Seve
ral of the Directors of the Company are directors, trustees, officers or
shareholders of certain of those firms.
Mr. Wiener is the executive trustee and Mr. Gray is a trustee and treasurer
of Transco and they each hold 24% of its stock. They are also directors and
officers of the Advisor which owns 21% of Transco's stock. Mr. Wiener is
Chair man of the Board and a 36% shareholder and Mr. Gray and Mr. Eyssell
are directors and 36% and 14% shareholders, respectively, of the Advisor.
For information concerning relationships of certain directors and officers
of the Company to the Advisor, see "Renewal of Advisory Agreement -
Management of the Advisor."
As a result of these relationships, the persons named above may be deemed
to share investment power and voting power of Shares held by each firm with
which they are associated in conjunction with a number of other persons,
including in several cases persons who are neither directors nor officers
of the Company.
(4) This number includes options granted under the 1990 Stock Option Plan, none
of which have been exercised. These options have been granted to Mr.
Wiener, 30,000; Mr. Gray, 25,000; 5,000 each to Mr. Arader, Mr. Bailey, Mr.
Eyssell, Mr. Fieber and Mr. Comita; and a total of 25,000 to three officers
who are not directors. Reference is made to "Compensation of Directors and
Executive Officers and Other Transactions" for further information about
the 1990 Stock Option Plan.
</FN>
</TABLE>
Meetings of the Board of Directors
The Board of Directors held three meetings during 1995. During this period
all Directors of the Company attended at least 75% of the total number of
meetings of the Board and any Committee of which they were a member.
Committees of the Board of Directors
The Board of Directors has an Audit Committee and a Stock Option Committee.
The Company does not have a Compensation Committee or a Nominating Committee.
Messrs. Fieber and Gray serve as members of the Audit Committee. The
primary responsibilities of the Audit Committee are to review the annual
financial statements of the Company and to examine and consider such other
matters in relation to the internal and external audit of the Company's accounts
and in relation to the financial affairs of the Company and its accounts as the
Committee may, in its discretion, determine to be desirable. The Audit
Committee met three times during 1995.
Messrs. Arader and Bailey serve as members of the Stock Option Committee.
The Committee is authorized to grant options to officers and key employees of
the Company. The Stock Option Committee met once during 1995.
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<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
AND OTHER TRANSACTIONS
Executive officers received no cash compensation from the Company in their
capacity as executive officers. Executive officers are eligible to receive stock
options pursuant to the 1990 Stock Option Plan. During 1995, no options were
granted to executive officers.
Compensation of Directors. Each Director receives an annual fee of $5,000,
plus expenses and $500 for each meeting attended of the Board of Directors.
Grant of Options. During 1995, the Stock Option Committee, under the 1990
Stock Option Plan, did not grant any options.
<TABLE>
<CAPTION>
December 31, 1995 Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options as of
Options as of December 31, 1995 December 31, 1995 (1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------------- ---------------------------------------- ----------------------------------
<S> <C> <C>
Maurice Wiener 30,000/0 $60,000/0
Chief Executive Officer
<FN>
(1) This value is based on the December 29, 1995 closing price for the
Company's stock on the American Stock Exchange of $7.50 per share.
</FN>
</TABLE>
Certain Transactions. Courtland Group, Inc. The day-to-day operations of
the Company are handled by the Advisor, as described below under "Renewal of
Advisory Agreement." As of April 30, 1996, the Company owed $270,000 to the
Advisor, compared to $194,000 due from the Advisor as of December 31, 1995 and
112,000 owed to the Advisor as of December 31, 1994. Such sums bear interest at
the prime rate plus 1% and are due on demand. For further information about the
Advisor's management and the remuneration of the Advisor, see below "Renewal of
Advisory Agreement."
Mr. Wiener is the executive trustee and Mr. Gray is a trustee and treasurer
of Transco and they each hold 24% of its stock. They are also directors and
officers of the Advisor which owns 21% of Transco's stock. Mr. Wiener is
Chairman of the Board and a 36% shareholder and Mr. Gray and Mr. Eyssell are
directors and 36% and 14% shareholders, respectively, of the Advisor.
South Bayshore Associates. South Bayshore Associates ("SBA") is a joint venture
in which Transco and the Company hold interests of 25% and 75%, respectively.
The major asset of SBA is a demand note from Transco, bearing interest at the
prime rate, with an outstanding balance of approximately $430,000 in principal
and interest as of May 31, 1996 compared to balances of $420,000 and $424,000 as
of December 31, 1995 and 1994, respectively. Beginning in the first quarter of
1992, Transco started paying a minimum of $5,000 per quarter on account of the
note.
-5-
<PAGE>
The Company holds a demand note (which is eliminated in consolidation) from
SBA bearing interest at the prime rate plus 1% with an outstanding balance as of
April 30, 1996 of approximately $866,000, in principal and accrued interest, and
outstanding balances as of December 31, 1995 and 1994 of approximately $848,000
and $807,000, respectively, in principal and accrued interest. No payments were
made in 1993, 1994 and 1995, and accrued and unpaid interest was not
capitalized.
Courtland Investments, Inc. Courtland Investments, Inc. ("CII") owns certain
parcels of undeveloped land in the northeastern United States and has
investments in companies whose primary purpose is to make equity investments in
growth oriented enterprises. The Company and Masscap Investment Company, Inc.
("MICI"), a wholly-owned subsidiary of Transco, hold 95% (non-voting) and 5%
(voting) interests in CII, respectively.
CII owns approximately 49% of the outstanding shares of T.G.I.F. Texas,
Inc. ("TGIF"), a company engaged in the business of net leasing properties in
the southeastern and southwestern United States. This interest was purchased in
1986 for $1,426,000. Mr. Wiener is a director and officer of TGIF and owns,
directly and indirectly, approximately 18% of the outstanding common stock of
TGIF. In May 1992, CII purchased 345,000 non-voting redeemable preferred shares
of TGIF for $345,000. This purchase was paid by converting $280,000 of notes
receivable from TGIF plus $65,000 in cash. As of December 31, 1995, all shares
of the preferred stock previously owned by CII and Mr. Wiener have been redeemed
at $1.00 per share.
As of December 31, 1993, CII had advances due from TGIF of $303,000. These
advances were due on demand and bore interest at the prime rate plus 1%. During
1994, CII borrowed funds from TGIF eliminating the amount due from TGIF, and
resulting in CII owing $225,000 and $611,000 to TGIF, including accrued
interest, as of December 31, 1994 and December 31, 1995, respectively. As of
April 30,1996, CII owed TGIF approximately $1,100,000, including accrued
interest. These advances are due on demand and bear interest at the prime rate
plus 1%.
Jack Baker 5th Avenue, Inc. In 1992, CII and certain directors and officers of
HMG, acquired a 27% interest in Jack Baker 5th Avenue, Inc. and its affiliates.
In 1993, that 27% interest was increased to 85% in which CII has a 59% interest
and certain directors and officers of HMG have a 41% interest. This company is a
manufacturers' representative and CII's investments in, and loans to (including
accrued and unpaid interest), Jack Baker 5th Avenue, Inc. were approximately
$315,000 and $277,000 as of December 31, 1995 and 1994, respectively.
HMG Investment Corp. The Company has advances and debentures receivable from HMG
Investment Corp., a wholly owned subsidiary of Transco, which amount to
approximately $236,000 and $318,000, bearing interest at 8% and at the prime
rate plus 2%, respectively, and which are due on demand and in 1996,
respectively. As of January 2, 1990, the Company began recognizing interest
income on these notes as payments are received. No payments were received in
1994 and 1995 and accrued and unpaid interest is not being capitalized.
HMG-Fieber Associates ("Fieber"). HMG-Fieber Associates, a joint venture in
which the Company and N.A.F. Associates (a partnership controlled by Mr. Fieber,
a director of the Company) hold 65% and 35%
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<PAGE>
interests, respectively, owns 22 retail stores. In June 1994, Fieber sold its
store located in New Bedford, Massachusetts recognizing a total gain to the
venture of approximately $294,000. In 1995, Fieber sold three stores recognizing
a total gain to the venture of approximately $810,000.
RENEWAL OF ADVISORY AGREEMENT
The Advisory Agreement. At the 1995 annual meeting of shareholders, the
Advisory Agreement was amended and renewed for a one year term expiring on
December 31, 1996. The members of the Board of Directors have unanimously agreed
to renew the Agreement for a term ending December 31, 1997. Under the terms of
the Agreement, its renewal must be approved by the holders of a majority of the
Shares. If the holders of a majority of the Shares approve the renewal of the
Agreement, the Agreement will be effective during the renewed term commencing on
January 1, 1997.
The following description of the Agreement contains a summary of its
material terms.
General Provisions. The Agreement is not assignable without the consent of
the unaffiliated Directors of the Company and the Advisor. The Agreement
provides that officers, directors, employees and agents of the Advisor or of its
affiliates may serve as Directors, officers or agents of the Company.
Duties of Advisor. The Advisor in performing its duties under the Agreement
is at all times subject to the supervision of the Directors of the Company and
has only such authority as the Directors delegate to it as their agent. The
Advisor counsels and presents to the Company investments consistent with the
objectives of the Company and performs such research and investigation as the
Directors may request in connection with the policy decisions as to the type and
nature of investments to be made by the Company. Such functions include
evaluation of the desirability of acquisition, retention and disposition of
specific Company assets. The Advisor also is responsible for the day-to-day
investment operations of the Company and conducts relations with mortgage loan
brokers, originators and servicers, and determines whether investments offered
to the Company meet the requirements of the Company. The Advisor provides
executive and administrative personnel, office space and services required in
rendering such services to the Company. To the extent required to perform its
duties under the Agreement, the Advisor may deposit into and disburse from bank
accounts opened in its own name any money on behalf of the Company under such
terms and conditions as the Company may approve.
Allocation of Expenses. Under the Agreement, the Advisor pays: all salary
and employment expenses of its own personnel and of the officers and employees
of the Company who are affiliates of the Advisor; all of the administrative,
rent and other office expenses (except those relating to a separate office, if
any, maintained by the Company) relating to its services as Advisor; and travel
(to the extent not paid by any party other than the Company or the Advisor) and
advertising expenses incurred in seeking investments for the Company.
The Company is required to pay all expenses of the Company not assumed by
the Advisor, including, without limitation, the following: (a) the cost of
borrowed money; (b) taxes on income, real property and all other taxes
applicable to the Company; (c) legal, accounting, underwriting, brokerage,
transfer agent's, registrar's, indenture trustee's, listing, registration and
other fees, printing, engraving, and other expenses and taxes incurred in
connection with the issuance, distribution, transfer, registration and stock
exchange listing of the Company's securities; (d) fees and expenses of advisors
and independent contractors, consultants, managers and other agents employed
directly by the Company; (e) expenses
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<PAGE>
connected with the acquisition, disposition or ownership of mortgages or real
property or other investment assets, including, to the extent not paid by any
party other than the Company or the Advisor, but not limited to, costs of
foreclosure, costs of appraisal, legal fees and other expenses for professional
services, maintenance, repairs and improvement of property, and brokerage and
sales commissions, and expenses of maintaining and managing real property equity
interests; (f) the expenses of organizing or terminating the Company; (g) all
insurance costs (including the cost of Directors' liability insurance) incurred
in connection with the protection of the Company's property as required by the
Directors; (h) expenses connected with payment of dividends or interest or
distributions in cash or any other form made or caused to be made by the
Directors to holders of securities of the Company, including a dividend
reinvestment plan, if any; (i) all expenses connected with communications to
holders of securities of the Company and the other bookkeeping and clerical work
necessary in maintaining relations with holders of securities, including the
cost of printing and mailing checks, certificates for securities and proxy
solicitation materials and reports to holders of the Company's securities; (j)
to the extent not paid by borrowers from the Company, the expenses of
administering, processing and servicing mortgage, development, construction and
other loans; (k) the cost of any accounting, statistical, or bookkeeping
equipment necessary for the maintenance of the books and records of the Company;
(l) general legal, accounting and auditing fees and expenses; (m) salaries and
other employment expenses of the personnel employed by the Company who are not
affiliates of the Advisor, fees and expenses incurred by the Directors, officers
and employees in attending Directors' meetings, and fees and travel and other
expenses incurred by the Directors and officers and employees of the Company who
are not affiliates of the Advisor.
Expenses relating to the grant of options to all officers and employees of
the Company under a plan approved by the shareholders of the Company are borne
by the Company.
Remuneration of the Advisor. For services rendered under the Agreement (as
amended in 1992), the Advisor is currently entitled to receive as regular
compensation a monthly fee equal to the sum of (a) $72,917 (equivalent to
$875,000 per year) and (b) 20% of the amount of any unrefunded commitment fees
received by the Company with respect to mortgage loans and other commitments
which the Company was not required to fund and which expired within the next
preceding calendar month.
In 1993, 1994 and 1995, the Advisor's annual regular compensation amounted
to $875,000, $875,000 and $875,000, respectively.
The Agreement also provides that the Advisor shall receive incentive
compensation for each fiscal year of the Company equal to the sum of (a) 10% of
the realized capital gains (net of accumulated net realized capital losses) and
extraordinary non-recurring items of income of the Company for such year, and
(b) 10% of the amount, if any, by which Net Profits of the Company exceed 8% per
annum of the Average Net Worth of the Company. "Net Profits" is defined as the
gross earned income of the Company for such period (exclusive of gains and
losses from the disposition of assets), minus all expenses other than non-cash
charges for depreciation, depletion and amortization and the incentive
compensation payable to the Advisor, and minus all amounts expended for mortgage
amortization on long-term mortgage indebtedness, excluding extraordinary and
balloon payments. "Average Net Worth" is defined as the average of the amount in
the shareholders' equity accounts on the books of the Company, plus the
accumulated non-cash reserves for depreciation, depletion and amortization shown
on the books of the Company, determined at the close of the last day of each
month for the computation period.
-8-
<PAGE>
If and to the extent that the Company requests the Advisor, or any of its
directors, officers, or employees, to render services for the Company, other
than those required to be rendered by the Advisor under the Agreement, such
additional services are to be compensated separately on terms to be agreed upon
between such party and the Company from time to time, which terms must be fair
and reasonable and at least as favorable to the Company as similar arrangements
for comparable transactions of which the Company is aware with organizations
unaffiliated with the Advisor. Neither the Advisor nor its affiliates received
any fees of the types described above during the fiscal year ended December 31,
1993.
Set forth below is the aggregate compensation paid to the Advisor during
the two fiscal years ended December 31, 1995:
Form of Compensation Amount
-------------------- ------
1994 1995
---- ----
Regular compensation............................... $875,000 $875,000
20% of Unrefunded Commitment Fees.................. $-0- $-0-
Incentive.......................................... $254,659 $188,000
Total.........................................$1,129,659 $1,063,000
Brokerage Fees Paid the Advisor. Under the Agreement, the Advisor and its
affiliates are prohibited from receiving from the Company any brokerage or
similar fees for the placement of mortgages or other investments with the
Company. However, the Advisor and its affiliates can receive normal brokerage
commis sions from borrowers in connection with transactions involving the
Company, provided that such commissions are fully disclosed to all Directors of
the Company and the Directors approve of the transaction and that such
commissions (which to the extent paid by the borrower and retained by the
Advisor or its affiliates may reduce the yield to the Company) are fair and
reasonable and in accord with the prevailing rates in the locality in which the
transaction is consummated for the type of transaction involved. The Advisor and
its affiliates may, subject to the same terms and conditions, receive normal
brokerage commissions from sellers, buyers, lessees and other parties with whom
the Company engages in transactions.
Management of the Advisor
Set forth below are the names, offices with the Advisor and principal
occupations of the current executive officers and directors of the Advisor.
-9-
<PAGE>
Names and Offices
with the Advisor Principal Occupation
Maurice Wiener............................See "Election of Directors."
Chairman of the Board of
Directors and Chief
Executive Officer
Lee Gray..................................See "Election of Directors."
President, Treasurer
and Director
Lawrence I. Rothstein.....................Senior Vice President and Secretary of
Senior Vice President and the Company; Vice President, Transco.
Secretary
Bernard Lerner............................Vice President of the Company.
Vice President
Carlos Camarotti..........................Vice President and Assistant
Vice President and Secretary of the Company.
Assistant Secretary
The Directors recommend that the shareholders approve the renewal of the
Agreement. An affirmative vote by the holders of a majority of the Shares
present in person or by proxy at the Annual Meeting of Shareholders is required
for approval of the renewal of the Agreement.
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<PAGE>
INDEPENDENT ACCOUNTANTS
The Company engaged BDO Seidman, LLP ("BDO") as its independent accountant
for the fiscal year ended December 31, 1995 and for the year ending December 31,
1996.
Representatives of BDO, the Company's principal accountants for the most
recently completed and current fiscal years, are not expected to be present at
the meeting.
The Company and its former independent accountant, Deloitte & Touche LLP,
decided to end their relationship by mutual consent effective June 20, 1995.
Deloitte & Touche's reports on the Company's financial statements for the fiscal
year ended December 31, 1994 do not contain any adverse opinions or disclaimer
of opinions, and were not qualified or modified as to uncertainty, audit scope,
or accounting principles. The decision to end the Company's relationship with
Deloitte & Touche was recommended by the Audit Committee of the Company's Board
of Directors.
During the Company's fiscal year ended December 31, 1994 and subsequent
interim period, there were no disagreements with Deloitte & Touche on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
Deloitte & Touche furnished the Company with a letter addressed to the
Securities and Exchange Commission stating that Deloitte & Touche agrees with
the statements in the two preceding paragraphs.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. In addition to
the use of the mails, proxies may be solicited by Directors, officers and
employees of the Company personally, by telephone or by telegraph.
OTHER BUSINESS
The Board of Directors is not aware of any business other than those items
referred to above to be presented for action at the meeting. However, should any
other matters requiring a vote of the shareholders arise, the agents named in
the accompanying proxy will vote in accordance with their own best judgment.
In order for proposals of shareholders to be considered for inclusion in
the proxy materials for presentation at the 1997 annual meeting of shareholders,
such proposals must be received by the Company no later than March 10, 1997.
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<PAGE>
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A copy of the Annual Report on Form 10-KSB for the year ended December 31,
1995, including financial statements and schedules thereto, filed with the
Securities and Exchange Commission, may be obtained by shareholders without
charge upon written request to: Secretary, HMG/Courtland Properties, Inc., 2701
South Bayshore Drive, Coconut Grove, Florida 33133.
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YOU CAN SAVE YOUR COMPANY ADDITIONAL EXPENSE BY SIGNING
AND RETURNING YOUR PROXY AS PROMPTLY AS POSSIBLE
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<PAGE>
HMG/COURTLAND PROPERTIES, INC.
Proxy
Solicited on Behalf of the Board of Directors
The undersigned shareholder of HMG/COURTLAND PROPERTIES, INC. ("Company")
hereby appoints MAURICE WIENER and LEE GRAY, or either of them with power of
substitution, as attorneys and proxies to vote as designated below all shares of
Common Stock which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at Grove Isle Club and Resort, 4 Grove
Isle Drive, Coconut Grove, Florida on Friday, August 9, 1996 at 10:30 a.m. and
at any adjournment or adjournments thereof.
(Continued and to be signed on reverse side)
1. Election of Directors. 2. Proposal to renew the Advisory
Agreement between the Company and
Nominees: M. Wiener, L. Gray, W. Arader, Courtland Group, Inc.
J. Bailey, H. Comita, G. Eyssell, N. Fieber. FOR [ ]
AGAINST [ ]
FOR [ ] ABSTAIN [ ]
WITHHELD [ ]
For, except vote withheld from the following
nominee(s): _____________________________ 3. In their discretion, upon
such other matters as may
properly come before the meeting
or any adjournment thereof, all
in accordance with the Company's
Proxy Statement, receipt of
which is hereby acknowledged.
This proxy when properly executed will be voted in accordance with the above
instructions. In the absence of such specifications this proxy will be voted FOR
Proposals 1 and 2.
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.
SIGNATURE(S)___________________________________________ DATE __________
(Please sign exactly as your name appears hereon. Persons signing as executors,
trustees, guardians, etc., please so indicate when signing.)
