<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
ALEXANDER'S, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
ALEXANDER'S, INC.
- --------------------------------------------------------------------------------
(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), or 14a-6(i)(1), or 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:
(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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
ALEXANDER'S, INC.
PARK 80 WEST PLAZA II
SADDLE BROOK, NEW JERSEY 07663
------------------------
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 1996
------------------------
To the Holders of Common Stock:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Alexander's, Inc. (the
"Company") will be held at the Marriott Hotel, Interstate 80 and the Garden
State Parkway, Saddle Brook, New Jersey 07663 on Wednesday, May 22, 1996 at
12:00 P.M. for the following purposes:
1. The election of three persons to the Board of Directors of the Company
for a term of three years.
2. Approval of the Company's Omnibus Stock Plan.
3. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
Pursuant to the By-laws of the Company, the Board of Directors of the
Company has fixed the close of business on March 20, 1996, as the record date
for determination of stockholders entitled to notice of and to vote at the
meeting.
Your attention is called to the attached proxy statement. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE AND SIGN THE ENCLOSED
PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE TO WHICH NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING IN PERSON, YOU
MAY WITHDRAW YOUR PROXY AND VOTE YOUR OWN SHARES.
By Order of the Board of Directors,
Stephen Mann
Chairman
<PAGE> 3
ALEXANDER'S, INC.
PARK 80 WEST PLAZA II
SADDLE BROOK, NEW JERSEY 07663
------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 22, 1996
------------------------
INTRODUCTION
The enclosed proxy is being solicited by the Board of Directors of
Alexander's, Inc., a Delaware corporation (together with its consolidated
subsidiaries, the "Company", unless the context indicates otherwise), for use at
the Annual Meeting of Stockholders of the Company to be held on Wednesday, May
22, 1996 (the "Annual Meeting"). The proxy may be revoked by the stockholder at
any time prior to its exercise at the Annual Meeting. In addition to
solicitation by mail and by telephone calls, arrangements may be made with
brokerage houses and other custodians, nominees and fiduciaries to send proxies
and proxy material to their principals and the Company may reimburse them for
their expenses in so doing. Such reimbursement is not expected to exceed $5,000.
Only stockholders of record at the close of business on March 20, 1996 are
entitled to notice of and to vote at the Annual Meeting. On March 20, 1996,
there were 5,000,850 shares of Common Stock, par value $1.00 per share ("Common
Stock") outstanding, each entitled to one vote at the Annual Meeting.
Under the Company's By-laws, the affirmative vote of a plurality of all the
votes cast at the Annual Meeting, assuming a quorum is present, is sufficient to
elect Directors. The approval of the Company's Omnibus Stock Plan must receive
an affirmative vote by a majority of the votes cast to be approved. A majority
of the outstanding shares will constitute a quorum at the meeting. Proxies
marked "withhold authority" (including proxies from brokers or other nominees
indicating that such persons do not have discretionary power to vote shares in
certain matters) will be counted for the purpose of determining the presence of
a quorum, but will not be counted for purposes of determining whether a proposal
has been approved.
The principal executive office of the Company is located at Park 80 West
Plaza II, Saddle Brook, New Jersey 07663. This notice of meeting and proxy
statement and enclosed proxy will be mailed on or about April 22, 1996 to the
Company's stockholders of record as of the close of business on March 20, 1996.
ELECTION OF DIRECTORS
The By-laws of the Company provide that the Board of Directors shall be
divided into three classes. One class of directors is elected at each annual
meeting of shareholders to hold office for a term of three years and until their
successors are duly elected and qualify. Three nominees for Class II Directors
are to be elected at the Annual Meeting to serve on the Board of Directors until
the Company's Annual Meeting in 1999 and their respective successors shall have
been elected and qualified. Present Class I and III Directors serve until the
Company's Annual Meetings in 1998 and 1997, respectively.
Unless otherwise directed in the proxy, the person named in the enclosed
proxy, or his or her substitute, will vote such proxy for the election of the
three nominees listed below as Class II Directors for a three-year term and
until their respective successors are elected and qualify. If any nominee at the
time of election is unavailable to serve, it is intended that the person named
in the proxy, or his substitute, will vote for an alternative nominee who will
be designated by the Board. Proxies may be voted only for the three nominees
named or such alternates. However, the Board has no reason to anticipate that
any of the nominees hereafter named will not be available to serve.
<PAGE> 4
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF
THE ELECTION OF THE NOMINEES LISTED BELOW AS CLASS II DIRECTORS. It is the
Company's understanding that Interstate Properties ("Interstate"), a New Jersey
general partnership, Vornado Realty Trust ("Vornado") and Steven Roth, the
managing general partner of Interstate and Chief Executive Officer and director
of the Company and Chairman of the Board of Trustees and Chief Executive Officer
of Vornado, who own in the aggregate 56.6% of the Common Stock, will vote for
this proposal.
The nominees for election as Class II Directors are currently members of
the Board of Directors. The present members of the Board of Directors are listed
below, together with a brief biography for each such person and the year in
which he first became a Director of the Company.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS,
BUSINESS EXPERIENCE YEAR FIRST
DURING PAST FIVE YEARS ELECTED A
NAME AND OTHER DIRECTORSHIPS DIRECTOR AGE
- ------------------------------------ --------------------------------------- ---------- ---
<S> <C> <C> <C>
NOMINEES FOR ELECTION TO SERVE UNTIL
THE 1999 ANNUAL MEETING (CLASS II):
David Mandelbaum.................... A member of the law firm of Mandelbaum 1995 60
& Mandelbaum, P.C. since 1967; a
general partner of Interstate since
1968; Trustee of Vornado since 1979.
Arthur I. Sonnenblick............... Managing Director of Sonnenblick- 1984(1) 64
Goldman Company, real estate investment
bankers, since January 1, 1996, Vice
Chairman and Chief Executive Officer
until December 31, 1995.
Richard West*....................... Chairman of the Audit Committee of the 1984 58
Company since prior to 1986; Dean
Emeritus, Leonard N. Stern School of
Business, New York University,
Professor of Finance from 1984 through
1995, and Dean from 1984 through August
1993; Director or Trustee of Vornado,
Smith-Corona Corp., Bowne & Co., Inc.
and various investment companies
managed by Merrill Lynch Assets
Management, Inc.
PRESENT DIRECTORS ELECTED TO SERVE
UNTIL THE 1997 ANNUAL MEETING
(CLASS III):
Steven Roth*........................ Chief Executive Officer of the Company 1989 54
since March 2, 1995; Chairman and Chief
Executive Officer of Vornado since 1989
and Trustee of Vornado since 1979;
general partner of Interstate since
1968 (presently managing general
partner); Director of Insituform
Technologies, Inc.
Russell B. Wight, Jr.*.............. A general partner of Interstate since 1995 56
1968; Trustee of Vornado since 1979 and
Director of Insituform Technologies,
Inc.
Neil Underberg...................... A member of the law firm Whitman Breed 1980 67
Abbott & Morgan since December 1987.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS,
BUSINESS EXPERIENCE YEAR FIRST
DURING PAST FIVE YEARS ELECTED A
NAME AND OTHER DIRECTORSHIPS DIRECTOR AGE
- ------------------------------------ --------------------------------------- ---------- ---
<S> <C> <C> <C>
PRESENT DIRECTORS ELECTED TO SERVE
UNTIL THE 1998 ANNUAL MEETING
(CLASS I):
Thomas R. DiBenedetto............... President of Boston International 1984 46
Group, Inc. since prior to 1986;
Director of Showscan Corp.; Director of
National Wireless Holdings, Inc.;
Managing Director of Olympic Partners,
a real estate investment firm.
Stephen Mann........................ Chairman of the Board of Directors of 1980 58
the Company since March 2, 1995;
Interim Chairman of the Board of
Directors of the Company from August 8,
1994 to March 2, 1995; Chairman of The
Clifford Companies since 1990; prior
thereto, counsel to the law firm of
Mudge Rose Guthrie Alexander & Ferdon.
</TABLE>
- ---------------
* Member of the Executive Committee of the Board of Directors of the Company
(1) Mr. Sonnenblick also served as a director of the Company between 1980 and
1982.
FORMER DIRECTORS
Ms. Patricia Goldstein, Ms. Wendy Silverstein and Mr. Marcus Giancaterino,
employees of Citibank, N.A., a former stockholder of the Company, resigned as
directors of the Company effective March 2, 1995 in connection with the
acquisition by Vornado on that date of the Common Stock held by Citibank, N.A.
The Company is not aware of any family relationships among any directors,
executive officers or nominees.
The Board of Directors held seven meetings during 1995. As of March 9,
1995, Messrs. Roth, West and Wight are the members of the Executive Committee of
the Board of Directors, which is authorized to exercise virtually all the powers
of the Board of Directors in the management of the business and affairs of the
Company to the fullest extent permitted by law. Until March 9, 1995, the members
of the Executive Committee were Messrs. Roth, West, Giancaterino and Ms.
Silverstein. The Executive Committee of the Board of Directors did not meet in
1995.
The Audit Committee's functions include reviewing annual and quarterly
reports sent to shareholders and filed with the Securities and Exchange
Commission, recommending to the Board of Directors the engaging of the
independent auditors, reviewing with the independent auditors the plan and
results of the auditors' engagement and other matters of interest to the
Committee and reviewing with the Company's officers and internal auditors
matters of interest to the Committee, including the effectiveness of the
Company's internal controls and the results of its operations. As of March 9,
1995, Messrs. West, Underberg, DiBenedetto and Mann are the members of the Audit
Committee. Mr. Mann replaced Ms. Silverstein, who was a member of the Audit
Committee in 1994. The Audit Committee held four meetings during 1995.
The Compensation Committee, appointed March 9, 1995, is responsible for
establishing the terms of the compensation of the executive officers. The
Committee consists of two members, Messrs. Mann and DiBenedetto. Prior to March
9, 1995, the functions of the Committee were carried out by the full Board of
Directors or through ad hoc committees of the Board appointed to address and
advise the Board on various compensation matters.
All directors attended 75% or more of the meetings of the Board of
Directors and the Committees on which they served.
3
<PAGE> 6
BOARD OF DIRECTORS REPORT ON EXECUTIVE OFFICER COMPENSATION
The Company had no Chief Executive Officer in 1994. The Chief Executive
Officer's functions were handled by the Board of Directors, whose main objective
was to implement the Joint Plan of Reorganization that the Company filed on May
14, 1993 (as amended and restated on July 21, 1993, and modified thereafter, the
"Plan of Reorganization"), permitting the Company to emerge from bankruptcy
proceedings as a real estate company. See "Certain Transactions." Effective
August 8, 1994, the Board of Directors appointed Mr. Mann as Interim Chairman of
the Board of Directors to oversee the negotiation and execution of the remaining
stages of the Plan of Reorganization. In view of the complexity and demanding
nature of the role to be carried out by the Interim Chairman, the Board of
Directors agreed to pay Mr. Mann $50,000 per month for his services. Mr. Mann
became Chairman of the Board of Directors effective March 2, 1995 pursuant to a
contract under which he will be paid $250,000 per annum. See "Employment
Contracts."
The Board of Directors also renegotiated Mr. Kurtz's employment agreement
during 1994. The Board considered Mr. Kurtz's contribution to the consummation
of the Plan of Reorganization and concluded that his retention was important to
the successful implementation of the final stages of the Plan of Reorganization.
As a result, the Board of Directors determined that it was in the interest of
the Company to enter into a new employment agreement with Mr. Kurtz. See
"Employment Contracts" for a discussion of the terms of Mr. Kurtz's employment
agreement.
Given current levels of compensation, the Company has not yet needed to
establish a policy with respect to Section 162(m) of the Internal Revenue Code,
which limits the ability of a publicly-held corporation to deduct compensation
in excess of $1 million paid to certain executives for tax years beginning on or
after January 1, 1994.
Stephen Mann
Thomas R. DiBenedetto
4
<PAGE> 7
PERFORMANCE GRAPH
On May 15, 1992, the Company, which was engaged in the retail business, and
sixteen of its subsidiaries filed petitions for relief under chapter 11 of the
Bankruptcy Code 11, U.S.C. sec.sec. 101 et seq., (the "Bankruptcy Case"). On May
14, 1993, the Company filed the Plan of Reorganization, which allowed it to
emerge from bankruptcy proceedings and reorganize and operate as a real estate
company. The line graph that follows charts the yearly percentage change in
cumulative stockholder return on an investment in the Company's Common Stock
against the Standard & Poor's 500 Index (the "S&P 500") and the National
Association of Real Estate Investment Trusts ("NAREIT") All Equity Index
(excluding Health Care REIT's), a peer group index consisting of 166 such
investment trusts. The graph assumes an investment of $100 on December 31, 1990
(weighted on the basis of market capitalization) and accumulation and
reinvestment of all dividends paid thereafter through December 31, 1995. THERE
CAN BE NO ASSURANCE THAT THE COMPANY'S STOCK PERFORMANCE WILL CONTINUE WITH THE
SAME OR SIMILAR TRENDS DEPICTED IN THE GRAPH BELOW.
<TABLE>
<CAPTION>
THE NAREIT
MEASUREMENT PERIOD S&P 500 ALL EQUITY
(FISCAL YEAR COVERED) ALEXANDER'S INDEX INDEX(1)
<S> <C> <C> <C>
1990 100 100 100
1991 107 131 129
1992 210 141 156
1993 267 155 185
1994 232 157 191
1995 305 215 218
</TABLE>
(1) Excluding Health Care REITs.
5
<PAGE> 8
PRINCIPAL STOCKHOLDERS AND SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of March 20, 1996, by (i) each director of the
Company, (ii) each person known by the Company to be the owner of more than five
percent of the Company's outstanding Common Stock and (iii) all directors,
nominees and executive officers as a group. Except as otherwise indicated, the
Company believes that the owners of the shares listed below, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares. Unless otherwise noted, the address of all such persons
is c/o Alexander's, Inc., Park 80 West, Plaza II, Saddle Brook, New Jersey
07663.
<TABLE>
<CAPTION>
ACCOUNT AND
NATURE OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS(2)
- ----------------------------------------------------------------- -------------------- ----------
<S> <C> <C>
Steven Roth...................................................... 1,364,268(3) 27.3%
Russell Wight, Jr................................................ 1,354,568(3) 27.1%
278 S. Maya Palm Drive
Boca Raton, Florida 33432
David Mandelbaum................................................. 1,354,568(3) 27.1%
Mandelbaum & Mandelbaum, P.C.
80 Main Street
West Orange, New Jersey 07052
Neil Underberg................................................... 500 *
Whitman Breed Abbott & Morgan
200 Park Avenue
New York, New York 10166
Richard West..................................................... 200 *
Box 604
287 Genoa Springs Drive
Genoa, Nevada 89411
Stephen Mann..................................................... 100 *
The Clifford Companies
292 Madison Avenue
New York, New York 10017
All directors and executive officers as a group (10 persons)..... 1,365,068 27.3%
Vornado Realty Trust............................................. 1,466,568(4) 29.3%
Interstate Properties............................................ 1,354,568(3) 27.1%
Heine Securities Corporation and Michael F. Price................ 522,890(5) 10.5%
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
First Union Corporation.......................................... 256,910(6) 5.1%
One First Union Center
Charlotte, North Carolina 28288
BAMCO, Inc. and Baron Capital Management, Inc. .................. 285,300(7) 5.7%
450 Park Avenue
New York, New York 10022
* Under 1%.
</TABLE>
- ---------------
(1) Unless otherwise indicated, each person is the direct owner of and has sole
voting power and sole investment power with respect to such shares.
(2) Based on 5,000,850 shares outstanding as of March 20, 1996.
(3) Interstate, a partnership of which Messrs. Roth, Wight and Mandelbaum are
the general partners, owns 1,354,568 shares. These shares are included in
the total shares and the percentage of class of Interstate, Mr. Roth, Mr.
Wight and Mr. Mandelbaum. Messrs. Roth, Wight and Mandelbaum share voting
power and investment power with respect to these shares.
(4) Interstate owns 27.7% of the common shares of beneficial interest of
Vornado. Interstate and its three general partners (Messrs. Roth, Mandelbaum
and Wight, all directors of the Company) own in the aggregate 32.0% of the
common shares of beneficial interest of Vornado. Interstate, its three
general
6
<PAGE> 9
partners and Vornado own in the aggregate 56.6% of the outstanding shares of
Common Stock. See "Interest of Management in Certain Transactions" below.
(5) Based on Schedule 13G dated February 1, 1996, Heine Securities Corporation
("Heine") is an investment adviser registered under the Investment Advisers
Act of 1940. One or more of Heine's advisory clients is the legal owner of
the securities and pursuant to investment advisory agreements, Heine has
sole investment discretion and voting authority with respect to the shares.
Michael F. Price is president of Heine, in which capacity he exercises
voting control and dispositive power over the shares.
(6) Based on Schedule 13G dated February 12, 1996, First Union Corporation has
sole voting power with respect to 230,210 shares, shared voting power with
respect to 26,700 shares and sole dispositive power with respect to 256,910
shares.
(7) Based on Schedule 13G dated February 7, 1996, BAMCO, Inc. has the sole power
to vote or direct the vote of 96,000 shares and has the sole power to
dispose or direct the disposition of 96,000 shares. Baron Capital
Management, Inc. has the sole power to vote or direct the vote of 189,300
shares and has the sole power to dispose or direct the disposition of
189,300 shares.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid by the Company and its
subsidiaries to the Company's executive officers, who were serving as executive
officers at December 31, 1995, for services rendered in all capacities to the
Company and its subsidiaries for the years 1993 through 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION ALL OTHER
--------------------------------- COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($)
- ----------------------------------------------- ---- ---------- --------- ------------
<S> <C> <C> <C> <C>
Stephen Mann................................... 1995 309,692 250,000 --
Chairman of the Board of Directors(1) 1994 250,000 -- --
Steven Roth.................................... 1995 -- -- --
Chief Executive Officer(1)(2)
Brian M. Kurtz................................. 1995 260,135 50,000 250,000(3)
Executive Vice President and 1994 220,193 -- 294(4)
Chief Administrative Officer 1993 195,731 107,750 74(4)
</TABLE>
- ---------------
(1) Mr. Mann was appointed Interim Chairman of the Board of Directors effective
August 8, 1994. He was appointed Chairman on March 2, 1995 when Mr. Roth was
appointed Chief Executive Officer of the Company. During 1994, the Company
did not have an executive officer designated as "Chief Executive Officer".
(2) The fee payable by the Company to Vornado includes the services of Mr. Roth
as Chief Executive Officer of the Company. Mr. Roth is compensated as an
officer of Vornado and does not receive any additional consideration for
providing services to the Company. See "Certain Transactions".
(3) Severance pay to Mr. Kurtz pursuant to his employment contract when his full
time employment ceased.
(4) Amounts shown represent the premium cost of term life insurance.
EMPLOYMENT CONTRACTS
Mr. Kurtz and the Company entered into a new employment agreement,
commencing March 29, 1995 and expiring on December 31, 1996. This agreement
provides for a two-stage employment term. During the first stage, effective
until July 31, 1995, Mr. Kurtz will be employed on the terms of his previous
employment agreement, which provides for a base salary of $250,000 per annum.
During the second stage, effective August 1, 1995, Mr. Kurtz will be employed on
a part-time basis for three days per week at an annual salary of $160,000. In
addition, during both stages of employment, if the employment is terminated by
the Company
7
<PAGE> 10
without just cause, or Mr. Kurtz resigns for good reason, he receives a lump sum
equal to the base salary that would have been payable to the end of the term
provided for under the employment agreement. The term of the employment
agreement may be extended at the option of the Company for additional 12-month
periods.
The Company also entered into an employment agreement with Mr. Mann,
commencing March 2, 1995 and expiring on March 2, 1998. The employment agreement
provides for a base salary of $250,000 per annum to be paid to Mr. Mann. In the
event of termination of the employment agreement by the Company without just
cause, or if Mr. Mann resigns for good reason, Mr. Mann will continue to be paid
his base salary until the end of the term provided for under the employment
agreement.
COMPENSATION OF DIRECTORS
Directors of the Company received an annual retainer of $13,500 for their
services in 1995. In addition, directors who are not compensated officers of the
Company received a fee of $500 for each Board or Committee meeting attended.
During 1995, bonuses were approved for certain Directors as follows:
$250,000 each to Messrs. Mann and West and $100,000 each to Messrs. DiBenedetto,
Sonnenblick and Underberg. Messrs. Mann and West were paid their bonuses during
1995.
Effective August 8, 1994, Mr. Mann received $50,000 per month for his
services as Interim Chairman. Mr. Mann received no other compensation for his
services during that period. Effective March 2, 1995, Mr. Mann became Chairman
of the Board of Directors pursuant to an employment agreement under which he
will be paid $250,000 per annum. See "Employment Contracts."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
The Company has a Compensation Committee, consisting of Messrs. Mann and
DiBenedetto. There are no interlocking relationships involving the Company's
Board of Directors which require disclosure under the executive compensation
rules of the Securities and Exchange Commission.
CERTAIN TRANSACTIONS
Interstate, a partnership of which Mr. Roth is the managing general
partner, owns 27.1% of the outstanding Common Stock of the Company and owns
27.7% of the outstanding common shares of beneficial interest of Vornado. In
addition, Mr. Roth owns 3.3% of the outstanding common shares of beneficial
interest of Vornado. Mr. Roth, Interstate and the other two general partners of
Interstate own, in the aggregate, 32.0% of the outstanding common shares of
beneficial interest of Vornado. Vornado owns 29.3% of the outstanding Common
Stock of the Company and, because of the relationship between Interstate, Mr.
Roth and Vornado, Interstate and Vornado have filed as a "group" with the
Securities and Exchange Commission in connection with their respective holdings
in the Company.
In connection with its reorganization as a real estate company, the Company
entered into a three-year Management and Development Agreement (the "Management
Agreement") with Vornado effective March 2, 1995 and approved by the Bankruptcy
Court. Pursuant to this Agreement, Mr. Roth, a director of the Company and the
Chairman of the Board and Chief Executive Officer of Vornado, became the Chief
Executive Officer of the Company, and Vornado agreed to manage all of the
Company's business affairs and manage and develop the Company's properties.
Vornado has also agreed to continue to act as the Company's exclusive leasing
agent pursuant to the Real Estate Retention Agreement dated July 20, 1992 (the
"Retention Agreement"), the term of which has been extended to be coterminous
with the Management Agreement.
The fee payable by the Company to Vornado for services under the Management
Agreement is $3 million per year, subject to certain adjustments, plus 6% of
development costs with a minimum guaranteed fee for the development portion of
$1.65 million in the first year and $750,000 in each of the second and third
years. The
8
<PAGE> 11
Management Agreement includes the services of Mr. Roth as Chief Executive
Officer and Mr. Macnow as Vice President and Chief Financial Officer. Mr. Roth
and Mr. Macnow are compensated as officers of Vornado and do not receive any
additional consideration for providing services to the Company. The Management
Agreement may be terminated if such Agreement adversely affects either the
Company's or Vornado's REIT status or, under certain circumstances, in the event
of a change of control of Vornado. On July 6, 1995, Vornado assigned the
Management Agreement to Vornado Management Corp., an affiliate of Vornado.
The Company is also party to a Retention Agreement with Vornado. Pursuant
to the Retention Agreement, Vornado agreed to act as the Company's exclusive
leasing agent. At December 31, 1995, the Company owed Vornado approximately $7.9
million for transactions completed to date. This amount will be payable in an
amount not to exceed $2.5 million in any calendar year until the present value
of such installments (calculated at a discount rate of 9% per annum) paid to
Vornado equals the amount that would have been paid had it been paid on
September 21, 1993 or at the time of the transaction giving rise to the
commission, if later.
In connection with Vornado's increased ownership of the Company's Common
Stock, in March 1995 Vornado, the Company and Interstate entered into the
Standstill Agreement which became effective March 2, 1995. Pursuant to the
Standstill Agreement, Vornado, Interstate and their respective affiliates (the
"Vornado Group") are restricted for three years from owning, in the aggregate,
Common Stock of the Company in excess of 66.65% without the consent of the
Company's independent directors. The Standstill Agreement also restricts for
three years the disposition by the Vornado Group of the Company's Common Stock
(other than pursuant to an underwritten public offering) in an amount in excess
of the greater of (i) 30% of the Company's Common Stock or (ii) a majority of
the Company's Common Stock held by Interstate and Vornado and their affiliates,
at a price greater than 115% of the then current market price, unless the
transferee irrevocably offers to purchase the same pro rata percentage of the
Company's Common Stock held by all other beneficial owners of such Common Stock.
On March 15, 1995, the Company borrowed from Vornado and a bank an
aggregate amount of $75 million at a blended rate per annum of 13.8%, secured by
mortgages on all of the Company's assets and/or pledges of the stock of
subsidiaries owning the assets and/or guarantees of such subsidiaries and the
parent. The loan with Vornado is in the principal amount of $45 million and is
subordinated to that of the bank. The loans mature on March 15, 1998. As a
result of the subordination, the Vornado loan bears interest at a rate per annum
equal to 16.43% (effective rate 17.54%) for the first two years, and at a fixed
rate for the third year of 992 basis points over the one-year Treasury bill
rate. The Company paid a loan origination fee to Vornado and the bank of $1.5
million and $375,000, respectively. The loans are prepayable at the end of the
second year of their term without penalty. The loans contain customary covenants
including, among others, lease approval rights, limitations on additional debt,
dividends, acquisitions, mergers, property sales and restrict the Company from
developing property without signed leases for more than 50% of such property's
leasable space. No dividends can be paid unless required to maintain Real Estate
Investment Trust ("REIT") status.
The proceeds of the foregoing loans were used to pay the general unsecured
creditors of the Company, to prepay existing loans on the Lexington Avenue, Rego
Park and Kings Plaza Store properties, to fund the cash collateral account
established pursuant to an escrow agreement for the payment of certain unpaid
real estate taxes and to establish the cash collateral accounts in the amount of
$8.1 million for purposes of funding the remaining disputed claims in the
Bankruptcy Cases as they become allowed. The remaining proceeds of such loans
will be used for general corporate purposes.
In March 1995, the Company paid $250,000 to Mr. Macnow in recognition of
his contributions to the financial restructuring of the Company. In August 1995,
he was appointed Vice President and Chief Financial Officer of the Company. The
payment was not made pursuant to, or in contemplation of, Mr. Macnow's
subsequent appointment.
During the years ended December 31, 1995 and 1994, the five months ended
December 31, 1993 and the fiscal year ended July 31, 1993, Vornado through
Interstate was paid $463,000, $57,000, $2,000 and $445,000, respectively, by the
Kings Plaza Shopping Center for performing leasing services.
9
<PAGE> 12
During the years ended December 31, 1995 and 1994, the five months ended
December 31, 1993 and the fiscal year ended July 31, 1993, Whitman Breed Abbott
& Morgan (formerly Whitman & Ransom), a law firm of which Neil Underberg, a
director of the Company, is a partner, performed legal services for the Company
for which it was paid $429,000, $735,000, $494,000 and $1,081,000, respectively.
During the year ended December 31, 1995, the Company paid fees of $187,633
to Sonnenblick-Goldman Company ("Sonnenblick-Goldman") in connection with the
arrangement of certain financings on behalf of the Company. Arthur Sonnenblick,
a director of the Company, is Managing Director of Sonnenblick-Goldman. In
addition, Messrs. Roth, Mandelbaum and Wight, directors of the Company, hold
equity interests in Sonnenblick-Goldman. Sonnenblick-Goldman was also reimbursed
$20,799 in 1994 for certain expenses in connection with its efforts in arranging
a financing that was never consummated.
PROPOSAL TO APPROVE THE OMNIBUS STOCK PLAN
The purpose of the Alexander's Omnibus Stock Plan (the "Plan") will be to
promote the financial interests of the Company by encouraging employees and
officers of the Company and its subsidiaries, employees of Vornado Realty Trust
("Vornado") and its subsidiaries or any other person or entity designated by the
Committee (as defined below) (collectively "Eligible Persons") to acquire an
ownership interest in the Company, enhancing its ability to attract and retain
people or entities of outstanding ability and providing such persons with a way
to acquire or increase their proprietary interest in the Company's success.
Approval of the adoption of the Plan requires the affirmative vote of a majority
of the outstanding shares of Common Stock represented and entitled to vote at
the Annual Meeting.
Under the Plan, Eligible Persons may be granted awards of stock options,
stock appreciation rights, performance shares and restricted stock. The Plan
will be administered by a committee to be selected by the Board of Directors of
the Company, from time to time (the "Committee"), which is comprised exclusively
of non-employee Directors, each of whom is "disinterested" within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and which will be
authorized to select Eligible Persons to receive awards, determine the type of
awards to be made, determine the number of shares of Common Stock or share units
subject to any award and the other terms and conditions of such awards. All
Eligible Persons who have demonstrated significant management potential or who
have the capacity for contributing in a substantial measure to the successful
performance of the Company, as determined by the Committee, will be eligible to
receive awards under the Plan. As such criteria is subjective in nature, the
Company cannot accurately estimate the number of persons who may be included in
such class from time to time. Each officer of the Company could be granted
awards under the Plan.
The awards will not be assignable or transferable except by will or the
laws of descent and distribution and no right or interest of any participant may
be subject to any lien, obligation or liability of the holder. The maximum
aggregate number of shares of Common Stock for which awards may be granted will
be 2,000,000, subject to adjustment in accordance with the terms of the Plan.
Under Section 162(m) of the Internal Revenue Code, the Company's deductions
for compensation paid to the Chief Executive Officer or any of the four most
highly compensated executive officers, other than the Chief Executive Officer,
are limited to $1 million in any year unless certain requirements related to
performance-based compensation are satisfied. In order for awards of stock
options and stock appreciation rights to satisfy the requirements of
performance-based compensation it is necessary to specify an aggregate number
of shares which can be subject to stock options and stock appreciation rights
granted to any participant. The Plan provides that a participant may not be
granted stock options and stock appreciation rights with respect to more than
1,000,000 shares of Common Stock in any Plan year. A copy of the Plan is
annexed hereto as Exhibit A.
10
<PAGE> 13
STOCK OPTIONS
Options may be either "incentive stock options" within the meaning of
Section 422 of the Internal Revenue Code or "non-qualified" stock options;
provided, however, that only employees of the Company or its subsidiaries may
receive incentive stock options. Stock options entitle the holder to purchase
shares of Common Stock at a per share price determined by the Committee which in
no event may be less than the fair market value of the Common Stock on the date
of grant. For incentive stock options granted to persons owning more than ten
percent of the outstanding Common Stock, the option price shall not be less than
110% of the fair market value per share of Common Stock at the date of grant. No
employee may receive incentive stock options that, in the aggregate, entitle the
employee to purchase, in any calendar year during which such options first
become exercisable, stock in the Company, any parent or any subsidiary having a
fair market value in excess of $100,000. Stock options will be exercisable for
such period as will be determined by the Committee, but in no event may options
be exercisable after 10 years from the date of grant (5 years in the case of an
incentive stock option granted to a ten percent stockholder). The option price
for shares of Common Stock purchased upon the exercise of an option must be paid
in full at the time of exercise and may be paid in cash, by tender of
unrestricted shares of Common Stock or by a combination of cash and unrestricted
shares of Common Stock.
The Plan provides for the grant of "reload stock options", at the
discretion of the Committee, to a participant who uses common shares owned by
the participant to pay all or a part of the exercise price of a stock option
(including a reload stock option). A reload stock option will cover the number
of shares tendered in payment of the exercise price and will have a per share
exercise price not less than the fair market value of the common shares on the
date of grant of the reload stock option.
Awards under the Plan are determined by the Committee in its discretion.
For this reason, it is not possible to determine the benefits and amounts that
will be received by any individual participant or group of participants in the
future.
Upon the grant or exercise of an incentive stock plan, no income will be
recognized by the optionee for Federal income tax purposes, and the Company will
not be entitled to any deduction. If the shares of Common Stock acquired upon
exercise are not disposed of within the one year period beginning on the date of
the transfer of the shares of Common Stock to the optionee, nor within the two
year period beginning on the date of the grant of the option, any gain or loss
realized by the optionee upon the disposition of such shares will be taxed as
long-term capital gain or loss. In such event, no deduction will be allowed to
the Company. If the shares of Common Stock are disposed of within the one-year
or two-year periods referred to above, the excess of the fair market value of
the shares of Common Stock on the date of exercise (or, if less, the fair market
value on the date of disposition) over the exercise price will be taxable as
ordinary income to the optionee at the time of disposition, and the Company will
be entitled to a corresponding deduction. The amount by which the fair market
value of shares of Common Stock at the time of exercise of an incentive stock
option exceeds the option price will constitute an item of tax preference which
subjects the optionee to the alternative minimum tax. Whether the optionee will
be subject to such tax depends on the facts and circumstances applicable to the
individual.
Upon the grant of a non-qualified option, no income will be realized by the
optionee, and the Company will not be entitled to any deduction. Upon the
exercise of such an option, the amount by which the fair market value of the
shares of Common Stock at the time of exercise of the option exceeds the
exercise price will be taxed as ordinary income to the optionee and the Company
will be entitled to a corresponding deduction.
STOCK APPRECIATION RIGHTS
Stock appreciation rights entitle the holder to receive from the Company an
amount equal to the amount by which the fair market value of a share of Common
Stock on the date of exercise exceeds the grant price. Stock appreciation rights
may be granted in tandem with a stock option, in addition to a stock option or
may be freestanding and unrelated to a stock option and may not be exercised
earlier than six months after grant except in the event of the holder's death or
disability. The Committee is authorized to determine whether a
11
<PAGE> 14
stock appreciation right will be settled in cash, previously acquired shares of
Common Stock or a combination thereof.
PERFORMANCE SHARES
Performance share awards consist of a grant of actual shares of Common
Stock or share units having a value equal to an identical number of shares of
Common Stock in amounts determined by the Committee at the time of grant.
Performance share awards consisting of actual shares of Common Stock entitle the
holder to receive shares of Common Stock in an amount based upon performance
conditions of the Company over a performance period as determined by the
Committee at the time of grant. Such performance share awards may provide the
holder with dividends and voting rights prior to vesting. Performance share
awards consisting of share units entitle the holder to receive the value of such
units in cash, shares of Common Stock or a combination thereof based upon
performance conditions and over a performance period as determined by the
Committee at the time of grant. Such performance share awards may provide the
holder with dividend equivalents prior to vesting.
RESTRICTED STOCK
Restricted stock awards consist of a grant of actual shares of Common Stock
or share units having a value equal to an identical number of shares of Common
Stock. Restricted stock awards consisting of actual shares of Common Stock
entitle the holder to receive shares of Common Stock. Such restricted stock
awards may provide the holder with dividends and voting rights prior to vesting.
Restricted stock awards consisting of share units entitle the holder to receive
the value of such units in cash, shares of Common Stock or a combination thereof
as determined by the Committee. Such restricted stock awards may provide the
holders with dividend equivalents prior to vesting. The employment conditions
and the length of the period for vesting of restricted stock awards will be
established by the Committee at time of grant.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
MARK YOUR PROXY FOR THE APPROVAL OF THE OMNIBUS STOCK PLAN
SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than ten percent of the Company's Common Stock, to file
with the SEC initial reports of beneficial ownership and reports of changes in
beneficial ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten-percent stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) reports
they file. To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company during the period commencing January 1,
1995 and ending December 31, 1995, its officers, directors and greater than
ten-percent stockholders had complied with all applicable Section 16(a) filing
requirements.
STOCKHOLDER PROPOSALS
The Company will not consider any stockholder proposal for inclusion in the
1997 Annual Meeting of Stockholders' proxy materials unless received by the
Company no later than December 22, 1996.
Stockholders desiring to nominate persons for election as directors or
bring other business before the stockholders at the 1996 Annual Meeting must
provide written notice giving details of such nomination or other business to
the Secretary of the Company, to be received no later than May 15, 1996.
12
<PAGE> 15
OTHER MATTERS
At the date of this Proxy Statement, management has no knowledge of any
business other than that described herein that will be presented for
consideration at the meeting. In the event any other business is presented at
the meeting, it is intended that the persons named in the enclosed proxy will
have authority to vote such proxy in accordance with their judgment on such
business.
By Order of The Board of Directors
Stephen Mann
Chairman
April 22, 1996
13
<PAGE> 16
EXHIBIT A
ALEXANDER'S, INC.
OMNIBUS STOCK PLAN
1. PURPOSE. The purpose of the Alexander's, Inc. Omnibus Stock Plan (the
"Plan") is to promote the financial interests of Alexander's, Inc. (the
"Company"), including its growth and performance, by encouraging employees and
officers of the Company and its subsidiaries, employees of Vornado Realty Trust
("Vornado") and its subsidiaries or any other person or entity designated by the
Committee (as defined below) (collectively "Eligible Persons") to acquire an
ownership interest in the Company, enhancing the ability of Company and its
subsidiaries to attract and retain people or entities of outstanding ability,
and providing such persons with a way to acquire or increase their proprietary
interest in the Company's success.
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 14, the number of shares of Common Stock, par value $1.00 per share, of
the Company (the "Shares") which shall be available for the grant of awards
under the Plan shall not exceed 2,000,000. The Shares issued under the Plan may
be authorized and unissued Shares or treasury Shares, as the Company may from
time to time determine. Shares subject to an award that expires unexercised,
that is forfeited, terminated or cancelled, in whole or in part, or is paid in
cash in lieu of Shares, shall thereafter again be available for grant under the
Plan.
3. ADMINISTRATION. The Plan shall be administered by a committee to be
selected by the Board of Directors of the Company, from time to time (the
"Committee"), which shall be comprised of no fewer than two members of the
Board. Each member shall be a member of the Board who is "disinterested" within
the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the
"Exchange Act"). A majority of the Committee shall constitute a quorum, and the
acts of a majority shall be the acts of the Committee.
Subject to the provisions of the Plan, the Committee (i) shall select the
Eligible Persons who will be participants in the Plan (the "Participants"),
determine the type of awards to be made to Participants, determine the Shares or
share units subject to awards, and (ii) shall have the authority to interpret
the Plan, to establish, amend, and rescind any rules and regulations relating to
the Plan, to determine the terms and provisions of any agreements entered into
hereunder and to make all determinations necessary or advisable for the
administration of the Plan; provided, however, that in accordance with the
requirements of Section 162(m) of the Internal Revenue Code, no employee or
officer of the Company or any of its subsidiaries shall receive a grant of stock
options or stock appreciation rights with respect to more than 1,000,000 Shares
in any Plan year. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any award in the manner and to the
extent it shall deem desirable to carry it into effect. The determinations of
the Committee in the administration of the Plan, as described herein, shall be
final and conclusive.
4. ELIGIBILITY. All Eligible Persons who have demonstrated significant
management potential or who have the capacity for contributing in a substantial
measure to the successful performance of the Company, as determined by the
Committee, are eligible to be Participants in the Plan.
5. AWARDS. Awards granted under the Plan may consist of either incentive
stock options within the meaning of Section 422 of the Internal Revenue Code or
non-qualified stock options, provided that only Eligible Persons who are
employees of the Company or its subsidiaries may receive incentive stock
options; stock appreciation rights, performance shares or grants of restricted
stock. Awards of performance shares and restricted stock may provide the
Participant with dividends and voting rights prior to vesting (whether based on
a period of time or based on attainment of specified performance conditions).
6. STOCK OPTIONS. The Committee shall establish the option price at the
time each stock option is granted, which price shall not be less than 100% of
the fair market value of the Shares on the date of grant; provided, that for
incentive stock options granted to persons owning more than 10% of the
outstanding shares of Common Stock, the option price shall not be less than 110%
of the fair market value per share at the date of grant. Stock options shall be
exercisable for such period as specified by the Committee, but in no event may
<PAGE> 17
options be exercisable more than ten years after their date of grant (five years
in the case of an incentive stock option granted to a ten percent stockholder).
The option price of each Share as to which a stock option is exercised shall be
paid in full at the time of such exercise. Such payment shall be made in cash,
by tender of unrestricted Shares owned by the Participant valued at fair market
value as of the date of exercise, in such other consideration as the Committee
deems appropriate, or by a combination of cash, unrestricted Shares and such
other consideration.
If determined by the Committee at or subsequent to the date of grant of a
stock option, in the event a Participant pays the exercise price of such stock
option (in whole or in part) by tendering Shares owned by the Participant, such
Participant shall automatically be granted a reload stock option for the number
of Shares used to pay the exercise price. The reload stock option shall have
terms and conditions determined by the Committee consistent with this Section.
If a reload stock option is granted as set forth above, one or more successive
reload stock options shall automatically be granted, unless otherwise determined
by the Committee, to a Participant who pays all or part of the exercise price of
any such reload stock option by tendering Shares owned by the Participant.
7. STOCK APPRECIATION RIGHTS. Stock appreciation rights may be granted in
tandem with a stock option, in addition to a stock option, or may be
freestanding and unrelated to a stock option. Stock appreciation rights granted
in tandem with or in addition to a stock option may be granted either at the
same time as the stock option or at a later time. No stock appreciation right
shall be exercisable earlier than six months after grant, except in the event of
the Participant's death or disability. A stock appreciation right shall entitle
the Participant to receive from the Company an amount equal to the increase of
the fair market value of the Share on the exercise of the stock appreciation
right over the grant price. The Committee, in its sole discretion, shall
determine whether the stock appreciation right shall be settled in cash, Shares
or a combination of cash and Shares.
8. PERFORMANCE SHARES. Performance shares may be granted in the form of
actual Shares or share units having a value equal to an identical number of
Shares. In the event that a certificate is issued in respect of Shares subject
to a grant of performance shares, such certificate shall be registered in the
name of the Participant but shall be held by the Company until the time the
Shares subject to the grant of performance shares are earned. The performance
conditions and the length of the performance period shall be determined by the
Committee. The Committee, in its sole discretion, shall determine whether
performance shares granted in the form of share units shall be paid in cash,
Shares, or a combination of cash and Shares.
9. RESTRICTED STOCK. Restricted stock may be granted in the form of actual
Shares or share units having a value equal to an identical number of Shares. In
the event that a certificate is issued in respect of Shares subject to a grant
of restricted stock, such certificate shall be registered in the name of the
Participant but shall be held by the Company until the end of the restricted
period. The employment conditions and the length of the period for vesting of
restricted stock shall be established by the Committee at time of grant. The
Committee, in its sole discretion, shall determine whether restricted stock
granted in the form of share units shall be paid in cash, Shares, or a
combination of cash and Shares.
10. AWARD AGREEMENTS. Each award under the Plan shall be evidenced by an
agreement setting forth the terms and conditions, as determined by the
Committee, which shall apply to such award, in addition to the terms and
conditions specified in the Plan.
11. WITHHOLDING. The Company shall have the right to deduct from any
payment to be made pursuant to the Plan, or to require prior to the issuance or
delivery of any Shares or the payment of cash under the Plan, any taxes required
by law to be withheld therefrom. The Committee, in its sole discretion, may
permit a Participant to elect to satisfy such withholding obligation by having
the Company retain the number of Shares whose fair market value equals the
amount required to be withheld. Any fraction of a Share required to satisfy such
obligation shall be disregarded and the amount due shall instead be paid in cash
to the Participant.
A-2
<PAGE> 18
ALEXANDER'S, INC.
The undersigned, revoking all prior proxies, hereby appoints Steven Roth
proxy, with full power of substitution, to attend, and to vote all shares the
undersigned is entitled to vote, at the Annual Meeting of Stockholders of
Alexander's, Inc. (the "Company") to be held at the Marriott Hotel, Interstate
80 and the Garden State Parkway, Saddle Brook, New Jersey 07663 on Wednesday,
May 22, 1996, at 12:00 P.M., local time, upon any and all business as may
properly come before the meeting and all adjournments thereof. Said proxy is
authorized to vote as directed below upon the proposal which is more fully set
forth in the Proxy Statement and otherwise in his discretion upon such other
business as may properly come before the meeting and all adjournments thereof,
all as more fully set forth in the Notice of Meeting and Proxy Statement,
receipt of which is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. WHEN PROPERLY EXECUTED,
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER.
IF THIS PROXY IS EXECUTED, BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" THE ELECTION OF DIRECTORS AND "FOR" THE APPROVAL OF THE COMPANY'S OMNIBUS
STOCK PLAN.
(Continued and to be executed on reverse side)
<PAGE> 19
1. ELECTION OF DIRECTORS:
The Board of Directors recommends a Vote "FOR" Election of Directors
<TABLE>
<S> <C>
FOR all nominees / / WITHHOLD AUTHORITY to vote / /
listed below for all nominees listed below
</TABLE>
Nominees: DAVID MANDELBAUM, ARTHUR I. SONNENBLICK, RICHARD WEST
(Instructions: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
2. APPROVE THE COMPANY'S OMNIBUS STOCK PLAN
The Board of Directors recommends a Vote "FOR" Approval of the Company's
Omnibus Stock Plan
FOR / / AGAINST / / ABSTAIN / /
Please date and sign exactly as your name or names appear hereon. Each joint
owner must sign. (Officers, Executors, Administrators, Trustees, etc. will
kindly so indicate when signing.)
Dated , 1996
----------------------------------
(Signature(s) of Stockholder(s)
Votes MUST be indicated (X) in
Black or Blue ink. /X/
PLEASE VOTE, DATE AND SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
