<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
ALEXANDER'S, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ALEXANDER'S, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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 1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 28, 1997
------------------------
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 28, 1997 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 amendment to 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 21, 1997, 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 28, 1997
------------------------
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
28, 1997 (the "Annual Meeting"). The proxy may be revoked by the stockholder at
any time prior to its exercise at the Annual Meeting. The cost of soliciting
proxies will be borne by the Company. MacKenzie Partners, Inc. has been engaged
by the Company to solicit proxies, at a fee not to exceed $5,000. 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.
Only stockholders of record at the close of business on March 21, 1997 are
entitled to notice of and to vote at the Annual Meeting. On March 21, 1997,
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 amendment to 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 May 8, 1997 to the
Company's stockholders of record as of the close of business on March 21, 1997.
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 stockholders to hold office for a term of three years and until their
successors are duly elected and qualify. Three nominees for Class III Directors
are to be elected at the Annual Meeting to serve on the Board of Directors until
the Company's Annual Meeting in 2000 and their respective successors shall have
been elected and qualified. Present Class I and II Directors serve until the
Company's Annual Meetings in 1998 and 1999, 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 III 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 III 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 III 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 2000 ANNUAL MEETING (CLASS III):
Steven Roth*........................ Chief Executive Officer of the Company 1989 55
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 57
1968; Trustee of Vornado since 1979 and
Director of Insituform Technologies,
Inc.
Neil Underberg...................... A member of the law firm of Whitman 1980 68
Breed Abbott & Morgan since December
1987.
PRESENT DIRECTORS ELECTED TO SERVE
UNTIL
THE 1998 ANNUAL MEETING (CLASS I):
Michael D. Fascitelli............... President and Trustee of Vornado Realty 1996 40
Trust since December 1996; Partner at
Goldman Sachs, in charge of its real
estate practice from December 1992 to
December 1996 and a vice president
prior thereto.
Thomas R. DiBenedetto............... President of Boston International 1984 47
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 59
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>
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 1999 ANNUAL MEETING (CLASS II):
David Mandelbaum.................... A member of the law firm of Mandelbaum 1995 61
& 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) 65
Goldman Company, real estate investment
bankers, since January 1, 1996 and Vice
Chairman and Chief Executive Officer
prior thereto.
Richard West*....................... Chairman of the Audit Committee of the 1984 59
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,
Bowne & Co., Inc., various investment
companies managed by Merrill Lynch
Assets Management, Inc. and various
investment companies managed by
Hotchkis & Wiley.
</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.
The Company is not aware of any family relationships among any directors,
executive officers or nominees.
The Board of Directors held six meetings during 1996. 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. The Executive Committee of the Board of
Directors did not meet in 1996.
The Audit Committee's functions include reviewing annual and quarterly
reports sent to stockholders 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. Messrs. West,
Underberg, DiBenedetto and Mann are the members of the Audit Committee. The
Audit Committee held four meetings during 1996.
The Omnibus Stock Plan Committee, appointed May 22, 1996, is responsible
for administering the Company's Omnibus Stock Plan. The Committee consists of
two members, Messrs. West and DiBenedetto. The Omnibus Stock Plan Committee took
action once during 1996.
The Compensation Committee is responsible for establishing the terms of the
compensation of the executive officers. The Committee consists of two members,
Messrs. Mann and DiBenedetto. The Compensation Committee took no action during
1996.
All directors attended 75% or more of the meetings of the Board of
Directors and the Committees on which they served in 1996.
3
<PAGE> 6
BOARD OF DIRECTORS REPORT ON EXECUTIVE OFFICER COMPENSATION
During 1996, Mr. Roth was the Chief Executive Officer of the Company but
did not receive any base salary, bonus or incentive compensation in 1996 for his
services in such capacity.
During 1996, Joseph Macnow was the Vice-President Chief Financial Officer
of the Company but did not receive any base salary, bonus or incentive
compensation in 1996 for his services in such capacity.
During 1996, Mr. Kurtz was paid a base salary in the amount of $160,000
pursuant to the terms of an employment contract signed in 1995. The employment
contract with Mr. Kurtz was renewed by the Company for an additional twelve
months ending December 31, 1997 at an annual rate of salary of $120,000. Under
the terms of the renewed contract, Mr. Kurtz is required to work two days per
week during 1997. In renewing his contract, the Board determined that the
retention of Mr. Kurtz was important to the successful implementation of the
final stages of the Plan of Reorganization.
The compensation currently paid to the named officers of the Company is not
limited by the cap on deductible compensation imposed by Section 162(m) of the
Internal Revenue Code.
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, 1991
(weighted on the basis of market capitalization) and accumulation and
reinvestment of all dividends paid thereafter through December 31, 1996. 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>
MEASUREMENT PERIOD THE NAREIT ALL
(FISCAL YEAR COVERED) ALEXANDER'S S&P 500 INDEX EQUITY INDEX(1)
<S> <C> <C> <C>
1991 100 100 100
1992 197 108 121
1993 251 118 143
1994 218 120 148
1995 287 165 168
1996 326 203 230
</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 April 21, 1997, 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..................................................... 110(4) *
The Clifford Companies
292 Madison Avenue
New York, New York 10017
All directors and executive officers as a group (11 persons)..... 1,365,078 27.3%
Vornado Realty Trust............................................. 1,466,568(5) 29.3%
Interstate Properties............................................ 1,354,568(3) 27.1%
Franklin Mutual Advisers, Inc.................................... 522,890(6) 10.5%
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
First Union Corporation.......................................... 259,110(7) 5.2%
One First Union Center
Charlotte, North Carolina 28288
Ronald Baron, BAMCO, Inc., Baron Capital Management, Inc. and
BCP............................................................ 298,800(8) 6.0%
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 April 21, 1997.
(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) Includes 10 shares owned by Mr. Mann's son, a minor.
6
<PAGE> 9
(5) Interstate owns 24.4% 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 29.0% of the
common shares of beneficial interest of Vornado. Interstate, its three
general partners and Vornado own in the aggregate 56.6% of the outstanding
shares of the Common Stock of the Company. See "Interest of Management in
Certain Transactions" below.
(6) Based on Schedule 13G dated February 12, 1997, Franklin Mutual Advisors,
Inc. (Franklin) has sole investment discretion and voting authority with
respect to the shares.
(7) Based on Schedule 13G dated February 3, 1997, First Union Corporation has
sole voting and dispositive power with respect to 211,860 shares, shared
voting and dispositive power with respect to 47,250 shares.
(8) Based on Schedule 13D dated May 13, 1996, Ronald Baron owns 206,780 shares
in his capacity as a controlling person of BAMCO, Inc. and Baron Capital
Management, Inc. Mr. Baron disclaims beneficial ownership of these shares.
He also owns 81,500 shares in his capacity as general partner of BCP and
10,520 shares personally. Mr. Baron has the sole power to vote or direct the
vote and to dispose or direct the disposition of 92,020 shares and shared
power to vote or direct the vote and to dispose or direct the disposition of
206,780 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, 1996, for services rendered in all capacities to the
Company and its subsidiaries for the years 1994 through 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION ALL OTHER
--------------------------------- COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) ($)
- ----------------------------------------------- ---- ---------- --------- ------------
<S> <C> <C> <C> <C>
Stephen Mann................................... 1996 250,000 -- --
Chairman of the board of Directors(1) 1995 309,692 250,000 --
1994 250,000 -- --
Steven Roth.................................... 1996 -- -- --
Chief Executive Officer(1)(2) 1995 -- -- --
Brian M. Kurtz................................. 1996 160,000 -- --
Executive Vice President and 1995 260,135 50,000 250,000(3)
Chief Administrative Officer 1994 220,193 -- 294(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.
7
<PAGE> 10
The following table lists all grants of stock options and stock
appreciation rights to Eligible Persons made in 1996 and their potential
realizable values, assuming annualized rates of stock price appreciation of 5%
and 10% over the term of the grant. The Company has not, to date, granted any
stock appreciation rights.
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
-------------------------------------------- ANNUAL RATES OF
% OF TOTAL SHARE PRICE
OPTIONS APPRECIATION FOR
GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES IN OR BASE EXPIRATION --------------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ---------------------------- ------- ------------ ------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Michael D. Fascitelli....... 350,000 100% $73.875 12/4/2006 $16,260,857 $41,208,203
</TABLE>
EMPLOYMENT CONTRACTS
Mr. Kurtz's employment agreement was extended by the Company for an
additional 12-month period ending December 31, 1997. During the extension
period, Mr. Kurtz's base salary will be $120,000 per annum for his services two
days per week. The terms of the original employment agreement, commencing March
29, 1995 and expiring on December 31, 1996, provided for a two-stage employment
term. During the first stage, effective until July 31, 1995, Mr. Kurtz was
employed on the terms of his previous employment agreement, which provided for a
base salary of $250,000 per annum. During the second stage, effective August 1,
1995, Mr. Kurtz was employed on a part-time basis for three days per week at an
annual salary of $160,000. In addition, if the employment agreement is
terminated by the Company 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 1996. In addition, directors who are not compensated as officers of
the Company received a fee of $500 for each Board or Committee meeting attended.
In 1996, Mr. Underberg was paid the $100,000 bonus approved in 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 is
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.
8
<PAGE> 11
CERTAIN TRANSACTIONS
Steven Roth is Chief Executive Officer and a Director of the Company, the
Managing General Partner of Interstate Properties ("Interstate") and Chairman of
the Board and Chief Executive Officer of Vornado Realty Trust ("Vornado").
Interstate owns 27.1% of the outstanding common stock of the Company and owns
24.4% of the outstanding common shares of beneficial interest of Vornado. In
addition, Mr. Roth owns 3.0% of the outstanding common shares of beneficial
interest of Vornado. Mr. Roth, Interstate and the other two general partners of
Interstate, David Mandelbaum and Russell B. Wight, Jr. (who are also directors
of the Company and trustees of Vornado) own, in the aggregate, 29.0% of the
outstanding common shares of beneficial interest of Vornado. Vornado owns 29.3%
of the outstanding common stock of the Company.
In March 1995, the Company and Vornado entered into a three-year management
and development agreement (the "Management Agreement"). The annual management
fee payable by the Company to Vornado is $3,000,000, plus 6% of development
costs with minimum guaranteed fees for the development portion of $1,650,000 in
the first year of the Management Agreement and $750,000 in each of the second
and third years. For the year ended December 31, 1996, the Company paid
development fees of $2,343,000 to Vornado. On July 6, 1995, Vornado assigned its
Management Agreement to Vornado Management Corp., an affiliate of Vornado.
The fee pursuant to the Management Agreement is in addition to the leasing
fee the Company pays to Vornado under the leasing agreement (the "Leasing
Agreement") which has been in effect since 1992. Subject to the payment of rents
by tenants, Vornado is due $5,565,000. Such amount is payable annually in an
amount not to exceed $2,500,000, until the present value of such installments
(calculated at a discount rate of 9% per annum) equals the amount that would
have been paid had it been paid on September 21, 1993, or at the time the
transactions which gave rise to the commission occurred, if later. The term of
the Leasing Agreement has been extended to be coterminous with the term of the
Management Agreement.
In March 1995, the Company borrowed $45,000,000 from Vornado, the
subordinated tranche of a $75,000,000 secured financing. The loan presently
bears interest at a blended rate of 12.93%, and bore interest at a blended rate
of 13.8% per annum through March 1997. It is comprised of two separate notes of
$45,000,000 to Vornado and $30,000,000 to a bank. Each note is separately
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 Vornado loan is subordinate to that of the bank and presently bears
interest at 15.60% per annum (effective rate 16.71%) and bore interest at 16.43%
per annum (effective rate 17.54%) through March 1997. The bank's loan presently
bears interest at 8.93% per annum and bore interest at 9.86% for the first two
years. The Company paid a loan origination fee to Vornado and the bank of
$1,500,000 and $375,000, respectively. 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.
Effective March 2, 1995, for a three-year period, Vornado and Interstate
agreed not to own in excess of two-thirds of the Company's common stock or to
enter into certain other transactions with the Company, other than the
transactions described above, without the consent of the Company's independent
directors.
During the year ended December 31, 1996, Vornado through Interstate was
paid $1,007,000 by the Kings Plaza Shopping Center for performing leasing
services.
During the year ended December 31, 1996, Whitman Breed Abbott & Morgan, 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 $222,921.
9
<PAGE> 12
PROPOSAL TO AMEND THE OMNIBUS STOCK PLAN
The Board of Directors is asking the stockholders to approve an amendment
to the Omnibus Stock Plan of Alexander's, Inc. (the "Omnibus Stock Plan" or the
"Plan") which would authorize the allocation of an additional 350,000 shares of
Common Stock to be reserved for issuance and sale under the Plan. The Omnibus
Stock Plan was first approved by stockholders on May 22, 1996. Of the 700,000
shares originally authorized under the Plan, 350,000 shares were available for
issuance as of December 31, 1996. The fair market value of the Common Stock of
the Company on April 23, 1997 was $67.50 per share.
The purpose of the Alexander's Omnibus Stock Plan (the "Plan") is 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 amendment 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.
The following summary of the Plan is qualified by the full text of the
proposed Amended and Restated Omnibus Stock Plan attached to this Proxy
Statement as Exhibit A.
TERMS OF THE OMNIBUS STOCK PLAN
Under the Plan, Eligible Persons may be granted awards of stock options,
stock appreciation rights, performance shares and restricted stock. The Plan is
administered by the Omnibus Stock Plan Committee 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, are 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.
Except as determined by the Committee with respect to non-qualified stock
options, the awards may 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.
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
10
<PAGE> 13
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 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.
11
<PAGE> 14
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
AMENDMENT TO THE OMNIBUS STOCK PLAN
INFORMATION RESPECTING THE COMPANY'S INDEPENDENT AUDITORS
The Board has retained Deloitte & Touche LLP to act as independent auditors
for the fiscal year ending December 31, 1997. The firm of Deloitte & Touche was
engaged as independent auditors for the 1996 fiscal year and representatives of
Deloitte & Touche are expected to be present at the Annual Meeting. They will
have an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
ADDITIONAL MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other matter, nor does it have any
information that any other matter will be brought before the Annual Meeting.
However, if any other matter properly comes before the Annual Meeting, it is the
intention of the person named in the enclosed proxy to vote said proxy in
accordance with his judgment on such matters.
ADVANCE NOTICE BYLAW
The Bylaws of the Company provide that in order for a stockholder to
nominate a candidate for election as a director at an annual meeting of
stockholders or propose business for consideration at such meeting, notice must
be given to the Secretary of the Company no more than 90 days nor less than 60
days prior to the first anniversary of the preceding year's annual meeting.
STOCKHOLDER PROPOSALS
Stockholder proposals for the 1998 Annual Meeting of Stockholders of the
Company must be received at the principal executive office of the Company, Park
80 West, Plaza II, Saddle Brook, New Jersey 07663, Attention: Secretary, not
later than January 8, 1998 for inclusion in the 1998 proxy statement and form of
proxy.
By Order of The Board of Directors
Stephen Mann
Chairman
May 8, 1997
12
<PAGE> 15
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 1,050,000. No Participant (as defined in Section
3) shall be granted stock options or stock appreciation rights with respect to
more than 350,000 Shares in any Plan year, subject to adjustment as provided in
Article 14. 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. 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
options be exercisable more than ten years after their date of grant (five years
in the case of an incentive stock
<PAGE> 16
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. Such
reload stock option grants shall not be treated as Shares granted under the Plan
in determining the aggregate number of Shares available for the grant of awards
pursuant to the first sentence of Section 2.
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> 17
12. NONTRANSFERABILITY. Except as may otherwise be determined by the
Committee with respect to the transferability of stock options by a Participant
to such Participant's immediate family members (or trusts, partnerships, or
limited liability companies established for such immediate family members), no
award under the Plan shall be assignable or transferable except by will or the
laws of descent and distribution, and no right or interest of any Participant
shall be subject to any lien, obligation or liability of the Participant. For
this purpose, immediate family member means, except as otherwise defined by the
Committee, the Participant's children, stepchildren, grandchildren, parents,
stepparents, grandparents, spouse, siblings (including half brothers and
sisters), in-laws and persons related by reason of legal adoption. Such
transferees may transfer a stock option only by will or the laws of descent or
distribution. A stock option transferred pursuant to this Section 12 shall
remain subject to the provisions of the Plan, and shall be subject to such other
rules as the Committee shall determine. Upon transfer of a stock option, any
related stock appreciation right shall be cancelled. Except in the case of a
holder's incapacity, an award shall be exercisable only by the holder thereof.
13. NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to be
granted an award, and the grant of such award shall not be construed as giving a
Participant the right to be retained in the employ of the Company, Vornado or
their respective subsidiaries. Further, the Company, Vornado and their
respective subsidiaries expressly reserve the right at any time to dismiss a
Participant free from any liability, or any claim under the Plan, except as
provided herein or in any agreement entered into hereunder.
14. ADJUSTMENT OF AND CHANGES IN SHARES. In the event of any change in the
outstanding Shares by reason of any share dividend or split, recapitalization,
merger, consolidation, spinoff, combination or exchange of Shares or other
corporate change, or any distributions to Common Stockholders other than regular
cash dividends, the Committee may make such substitution or adjustment, if any,
as it deems to be equitable, as to the number or kind of Shares or other
securities issued or reserved for issuance pursuant to the Plan and to
outstanding awards.
15. AMENDMENT. The Board of Directors may amend or terminate the Plan or
any portion thereof at any time, provided that no amendment shall be made
without stockholder approval if such approval is necessary in order for the Plan
to continue to comply with Rule 16b-3 under the Exchange Act.
16. RIGHTS AS STOCKHOLDER. Except as provided in Section 5 hereof, a
Participant shall have no rights as a stockholder with respect to any Shares
issuable upon exercise of any award hereunder until a certificate or
certificates evidencing the Shares shall have been issued to the Participant
and, subject to Section 14, no adjustment shall be made for dividends or
distributions or other rights in respect of any Share for which the record date
is prior to the date on which the Participant shall become the holder of record
thereof.
17. EFFECTIVE DATE. The Plan shall become effective on the date of its
adoption by the Board of Directors of the Company, and awards may be granted
immediately thereafter, but any award granted under the Plan is subject to
defeasance unless and until the Plan shall have been approved by the
stockholders. If such stockholder approval is not obtained, the Plan and any
options granted thereunder shall be null and void. Subject to earlier
termination pursuant to Section 15, the Plan shall have a term of ten years from
its effective date.
A-3
<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 28, 1997, 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 AMENDMENT TO 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
FOR all nominees listed below [ ] WITHHOLD
AUTHORITY to vote for all nominees listed below [ ]
Nominees: Steven Roth, Russell B. Wight, Jr., Neil
Underberg
(Instructions: To withhold authority to vote for any
individual nominee, write that nominee's name in the
space provided below.)
----------------------------------------------------
2. APPROVAL OF THE AMENDMENT TO THE COMPANY'S
OMNIBUS STOCK PLAN
The Board of Directors recommends a Vote "FOR"
the approval of the Amendment to 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 , 1997
(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.
