CUSIP 919904102 13D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Value Property Trust
(Name of Issuer)
Common Shares of Beneficial Interest, (par value $1.00)
(Title of Class of Securities)
919904102
(CUSIP Number)
Jeffrey A. Altman
Peter A. Langerman
Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
973.912.2042
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 18, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-l(b)(3) or
(4), check the following box [ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Mutual Advisers, Inc. ("FMAI")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
5,606,827 (See Item 5)
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
5,606,827 (See Item 5)
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,606,827 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
49.9%
14. TYPE OF REPORTING PERSON IA
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,606,827 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
49.9%
14. TYPE OF REPORTING PERSON HC
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,606,827 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
49.9%
14. TYPE OF REPORTING PERSON HC (See Item 5)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
See Item 3
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,606,827 (See Item 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
49.9%
14. TYPE OF REPORTING PERSON HC (See Item 5)
The Schedule 13D, initially filed on October 5, 1995, as amended on
October 30, 1995 and November 11, 1996, is hereby amended and
restated in its entirety as follows:
Item 1. Security and Issuer
This Statement relates to the Common Shares of Beneficial Interest
(the "Common Stock ") of Value Property Trust, a Maryland real
estate investment trust (the "Issuer"). The Issuer's principal
executive offices are located at 120 Albany Street, 8th Floor, New
Brunswick, NJ 08901.
Item 2. Identity and Background
(a) Name:
Franklin Mutual Advisers, Inc. (FMAI)
(b) State of Organization:
Delaware
(c) Principal Business:
An investment adviser registered with the U.S. Securities
and Exchange Commission and investment adviser to the
Franklin Mutual Series Fund Inc.
Address of Principal Business/Principal Office:
51 John F. Kennedy Parkway
Short Hills, NJ 07078
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Franklin Resources, Inc.
(b) State of Organization:
Delaware
(c) Principal Business:
A diversified financial services holding company whose
primary business is providing, through operating
subsidiaries, management, administrative, and
distribution services to the open and closed-end
investment companies comprising the Franklin/Templeton
Group of Funds, Franklin Mutual Series Fund Inc., managed
accounts and other investment products.
Address of Principal Business/Principal Office:
777 Mariners Island Blvd.
San Mateo, CA 94404
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Charles B. Johnson
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
President/Chief Executive Officer/Director/Principal
Shareholder, Franklin Resources, Inc., Parent Company of
a number of investment advisers and administrative
companies providing investment advice and administrative
services to the Franklin/Templeton Group of Funds,
Franklin Mutual Series Fund Inc., managed accounts and
other investment products.
Director, FMAI, an investment adviser registered with the
U.S. Securities and Exchange Commission and investment
adviser to the Franklin Mutual Series Fund Inc.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) Name:
Rupert H. Johnson, Jr.
(b) Business Address:
Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Principal Business:
Executive Vice President/Director/Principal Shareholder,
Franklin Resources, Inc., Parent Company of a number of
investment advisers and administrative companies
providing investment advice and administrative services
to the Franklin/Templeton Group of Funds, Franklin Mutual
Series Fund Inc., managed accounts and other investment
products.
Director, FMAI, an investment adviser registered with the
U.S. Securities and Exchange Commission and investment
adviser to the Franklin Mutual Series Fund Inc.
(d) Criminal Convictions:
None
(e) Civil Proceedings:
None
Item 2. Identity and Background
(a) The name, residence or business address, and the principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, of each executive officer and director and
each controlling person, if any, of the reporting persons named
above is set forth in Exhibit A hereto. To the best knowledge of
the persons listed in Item 2 hereof, each person listed on Exhibit
A is a United States citizen and, during the last five years, no
person listed in Exhibit A attached (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to, a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein were acquired with funds of
approximately $50.3 million (including brokerage commissions). All
such funds were provided from investment capital of FMAI's
respective advisory clients.
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired by FMAI's
advisory clients for the purpose of investment. Neither FMAI nor
any executive officer or director of FMAI has any present plans or
intentions to acquire or dispose of any securities of the Issuer
other than on behalf of FMAI's clients for the purpose of
investment.
On September 19, 1997, the Issuer announced that it had entered
into a definitive agreement with Wellsford Real Property, Inc.
("Wellsford") by which Wellsford would merge with the Issuer by
acquiring the Issuer's Common Stock for cash and Wellsford's common
stock. On the same day, FMAI entered into a Voting Agreement (the
"Voting Agreement") with Wellsford, a copy of which is attached
hereto as Exhibit B and incorporated herein. Under the Voting
Agreement, FMAI has agreed, among other things, to cause the shares
over which it has voting power to be voted in favor of the merger
upon the terms and conditions specified in the Voting Agreement.
Other than as may be limited by the Voting Agreement, FMAI may
decide to purchase on behalf of its advisory clients additional
shares of the Common Stock or other securities of the Issuer and
may cause its advisory clients to dispose of any or all securities
of the Issuer in any manner permitted by applicable securities
laws. FMAI's advisory clients reserve the right to exercise any and
all of their respective rights as a stockholder of the Issuer in a
manner consistent with their equity interests.
Other than as described above, neither FMAI nor any executive
officer or director of FMAI, has any present plans or proposals
which relate to or would result in:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(ii) the sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(iii) any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(iv) any material change in the present capitalization or dividend
policy of the Issuer;
(v) any other material change in the Issuer's business or
corporate structure;
(vi) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
(viii) a class of equity security of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(ix) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) One or more of FMAI's advisory clients is the owner of
5,606,827 shares of the Common Stock representing approximately
49.9% of the outstanding shares of Common Stock. Since FMAI's
advisory contracts with its clients grant to FMAI sole voting and
investment power over the securities owned by its advisory clients,
FMAI may be deemed to be, for purposes of Rule 13d-3 under the 1934
Act (the "1934 Act"), the beneficial owner of the securities
covered by this Statement.
FMAI is a wholly-owned subsidiary of Franklin Resources, Inc.
("FRI"). Charles B. Johnson and Rupert H. Johnson, Jr. (the
"Principal Shareholders") each own in excess of 10% of the
outstanding Common Stock of FRI and are the principal shareholders
of FRI. FRI and the Principal Shareholders therefore may be deemed
to be, for purposes of Rule 13d-3 under the 1934 Act, the
beneficial owner of securities held by persons and entities advised
by FRI subsidiaries. However, no investment advisory personnel of
FRI subsidiaries other than FMAI are involved in the investment
management decisions of FMAI. Moreover, FMAI, FRI and the Principal
Shareholders each disclaim any economic interest or beneficial
ownership in any of the securities covered by this Statement owned
by advisory clients of FRI subsidiaries.
Furthermore, FRI, FMAI, and the Principal Shareholders are of the
view that they are not acting as a "group" for purposes of Section
13(d) under the 1934 Act and that they are not otherwise required
to attribute to each other the "beneficial ownership" of securities
held by any of them or by any persons or entities advised by FRI
subsidiaries. FRI, FMAI and the Principal Shareholders are also of
the view that FRI and the Principal Shareholders are not acting as
a "group" with Wellsford.
(c) Other than the Voting Agreement, there were no transactions in
the shares of the Common Stock within the past sixty days.
(d) No person other than respective advisory clients of FMAI have
the right to receive or the power to direct the receipt of
dividends from, or the proceeds of the sale of the securities being
reported herein. Each of Mutual Beacon Fund and Mutual Discovery
Fund, each a series of Franklin Mutual Series Fund Inc., an
investment company registered under the Investment Company Act of
1940, have an interest in more than five percent of the class of
securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings, or Relationships
with Respect
to Securities of the Issuer
FMAI (but not FRI or the Principal Shareholders) may be considered
under the Voting Agreement to be a group with Wellsford with
respect to the Common Stock.
Other than as disclosed above, no persons named in Item 2 herein,
nor to the best of such person's knowledge, no person named in
Exhibit A hereto, has any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to
any securities of the Issuer, including, but not limited to,
transfer or voting of any securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit A: Executive Officers and Directors of Reporting Persons
Exhibit B: September 18, 1997 Voting Agreement between FMAI and
Wellsford
After reasonable inquiry, and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete, and correct.
September 24, 1997
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Mutual Advisers, Inc.
Secretary
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Resources, Inc.
Vice President
& Assistant Secretary
S\CHARLES B. JOHNSON
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
S\RUPERT H. JOHNSON, JR.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER his true and
lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints LESLIE M. KRATTER his true
and lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13D, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer director or shareholder of Franklin Resources, Inc. and
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\RUPERT H. JOHNSON, JR.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with each other of the attached statement on
Schedule 13D and to all amendments to such statement and that such
statement and all amendments to such statement is made on behalf of
each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement on September 24, 1997.
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Mutual Advisers, Inc.
Secretary
S\LESLIE M. KRATTER
Leslie M. Kratter
Franklin Resources, Inc.
Vice President
& Assistant Secretary
S\CHARLES B. JOHNSON
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13D
S\RUPERT H. JOHNSON, JR.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13D
Exhibit A
EXECUTIVE OFFICERS AND DIRECTORS
Name
Present Principal Occupation/Employment
Residence or Business Address
Jennifer J. Bolt
Vice President - FRI
FRI
Harmon E. Burns
Executive Vice President/Secretary/Director - FRI
Director - FMAI
FRI
Martin L. Flanagan
Senior Vice President/Chief Financial Officer - FRI
Director - FMAI
FRI
Deborah R. Gatzek
Senior Vice President/Assistant Secretary/General Counsel - FRI
Assistant Secretary - FMAI
FRI
F. Warren Hellman
Director - FRI
Partner in investment management firm
Hellman & Friedman, 1 Maritime Plaza, 12th Floor,
San Francisco, CA 94111
Donna S. Ikeda
Vice President - FRI
FRI
Charles B. Johnson
President/Chief Executive Officer/Director/Principal Shareholder -
FRI
Director - FMAI
FRI
Charles E. Johnson
Senior Vice President/Director - FRI
President of Templeton Worldwide, Inc., Investment Management
Director - FMAI
Templeton Worldwide, Inc., 500 E. Broward, Ste. 2100
Ft. Lauderdale, FL 33394
Gregory E. Johnson
Vice President - FRI
FRI
Gordon Jones
Vice President - FRI
FRI
Rupert H. Johnson, Jr.
Executive Vice President/Director/Principal Shareholder - FRI
Director - FMAI
FRI
Harry O. Kline
Director - FRI
6501 Red Hook Plaza, #201, St. Thomas, VI 00802
Leslie M. Kratter
Vice President/Assistant Secretary - FRI
Secretary - FMAI
FRI
Kenneth A. Lewis
Vice President - FRI
FRI
William J. Lippman
Senior Vice President - FRI
Franklin Advisory Services, Inc., One Parker Plaza, 16th Fl., Ft.
Lee, NJ 07024
James A. McCarthy
Director - FRI
Private Investor
101 California Street, Suite 1400, San Francisco, CA 94111
Peter M. Sacerdote
Director - FRI
Limited Partner/Chair of Investment Committee, Goldman, Sachs
Group, L.P.,
Investment banking
Goldman, Sachs & Co. 85 Broad Street, New York, NY 10004
Charles R. Sims
Treasurer - FRI
Louis E. Woodworth
Director - FRI
Private Investor/President, Alpine Corp.
Alpine Corp., 1505 7th Avenue, Seattle, WA 98119
Jeffrey A. Altman
Senior Vice President - FMAI
FMAI
James R. Baio
Treasurer - FMAI
FMAI
Elizabeth N. Cohernour
Vice President/General Counsel/Assistant Secretary - FMAI
FMAI
Robert L. Friedman
Senior Vice President - FMAI
FMAI
Raymond Garea
Senior Vice President - FMAI
FMAI
Peter A. Langerman
Chief Operating Officer/Senior Vice President/Director - FMAI
FMAI
Susan Potto
Vice President - FMAI
FMAI
Michael F. Price
Chief Executive Officer/President/Director - FMAI
FMAI
Lawrence N. Sondike
Senior Vice President - FMAI
FMAI
Leigh Walzer
Vice President - FMAI
FMAI
David Winters
Vice President - FMAI
FMAI
FRI Franklin Resources, Inc.
777 Mariners Island Blvd.
San Mateo, CA 94404
Parent Company of a number of investment advisers and
administrative companies providing investment advice and
administrative services to the Franklin/Templeton Group of Funds,
Franklin Mutual Series Fund Inc., managed accounts and other
investment products.
FMAI Franklin Mutual Advisers, Inc.
51 John F. Kennedy Parkway
Short Hills, NJ 07078
An investment adviser registered with the U.S. Securities and
Exchange Commission and investment adviser to the Franklin Mutual
Series Fund Inc.
Exhibit B
VOTING AGREEMENT
VOTING AGREEMENT, dated as of September 18, 1997 (this
"Agreement"), among FRANKLIN MUTUAL ADVISERS, INC. (the
"Stockholder"), WELLSFORD REAL PROPERTIES, INC., a Maryland
corporation ("Parent"), and WELLSFORD CAPITAL CORPORATION, a
Maryland corporation and wholly-owned subsidiary of Parent ("Merger
Subsidiary").
WHEREAS, Value Property Trust, a Maryland real estate
investment trust (the "Company"), Parent and Merger Subsidiary
propose to enter into an Agreement and Plan of Merger, dated as of
the date hereof (the "Merger Agreement"), which provides for, among
other things, the merger of Merger Subsidiary with the Company (the
"Merger");
WHEREAS, as of the date hereof, affiliates and other
advisory clients of the Stockholder own shares of common stock, par
value $1.00 per share (the "Shares"), of the Company, of which
5,263,262 Shares are owned by affiliates of the Stockholder (the
"Affiliate Company Shares");
WHEREAS, as of the date hereof, certain non-affiliate
advisory clients of the Stockholder own 343,565 Shares of the
Company (the "Advisory Company Shares");
WHEREAS, as a condition to the willingness of Parent and
Merger Subsidiary to enter into the Merger Agreement, each of the
Company, the Parent and the Merger Subsidiary has required the
Stockholder to agree, and in order to induce the Company, the
Parent and the Merger Subsidiary to enter into the Merger
Agreement, the Stockholder has agreed, to enter into this Agreement
with respect to Affiliate Company Shares and Advisory Company
Shares and any Shares of the Company which may hereafter be
acquired by the Stockholder or its affiliates of which the
Stockholder or its affiliates has voting power (collectively, the
"Future Affiliate Company Shares") or by the Stockholder's advisory
clients of which the Stockholder or its affiliates has voting power
(the "Future Advisory Company Shares").
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to
be legally bound hereby, the parties hereto hereby agree as
follows:
ARTICLE I
Section 1.1 Voting Agreement.
(a) The Stockholder hereby agrees that during the time
this Agreement is in effect, at any meeting of the stockholders of
the Company, however called, and in any action by consent of the
stockholders of the Company, the Stockholder shall, and shall cause
its affiliates that own any Affiliate Company Shares or Future
Affiliate Company Shares to, vote, including by giving the Company
a valid proxy to authorize its designees to vote, the Affiliate
Company Shares, Advisory Company Shares, Future Affiliate Company
Shares and Future Advisory Company Shares (with regard to the
Advisory Company Shares and Future Advisory Company Shares; if the
Stockholder or its affiliates then have voting power with respect
to such Shares): (i) in favor of the Merger, the Merger Agreement
and the transactions contemplated by the Merger Agreement and (ii)
against any proposal for any recapitalization, merger, sale of
assets or other business combination between the Company and any
person or entity or any of the Company's subsidiaries (other than
the Merger) or any other action or agreement that would result in a
breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement
or which could result in any of the conditions to the Company's
obligations under the Merger Agreement not being fulfilled.
Section 1.2 Acknowledgment. The Stockholder hereby acknowledges
receipt and review of a copy of the Merger Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to Parent as
follows:
Section 2.1. Authority Relative to This Agreement. The
Stockholder has all necessary power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by the Stockholder and the consummation
by the Stockholder of the transactions contemplated hereby have
been duly and validly authorized by the Stockholder, and no other
proceedings on the part of the Stockholder are necessary to
authorize this Agreement or to consummate such transactions. This
Agreement has been duly and validly executed and delivered by the
Stockholder and, assuming the due authorization, execution and
delivery by Parent and Merger Subsidiary, constitutes a legal,
valid and binding obligation of the Stockholder, enforceable
against the Stockholder in accordance with its terms except to the
extent enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting creditors' rights
generally or by general principles governing the availability of
equitable remedies.
Section 2.2 No Conflict. (a) The execution and delivery
of this Agreement by the Stockholder do not, and the performance of
this Agreement by the Stockholder shall not, (i) conflict with or
violate the organizational documents of the Stockholder, (ii)
conflict with or violate any law, rule, regulation, order, judgment
or decree applicable to the Stockholder or by which the Advisory
Company Shares or Affiliate Company Shares are bound or affected or
(iii) result in any breach of or constitute a default (or an event
that with notice or lapse or time or both would become a default)
under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a
lien or encumbrance on any of the Advisory Company Shares or
Affiliate Company Shares pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise
or other instrument or obligation to which the Stockholder is a
party or by which the Stockholder or the Advisory Company Shares or
Affiliate Company Shares are bound or affected, except, in the case
of clauses (ii) and (iii), for any such conflicts, violations,
breaches, defaults or other occurrences which would not prevent or
delay the performance by the Stockholder of its obligations under
this Agreement.
(b) The execution and delivery of this Agreement by the
Stockholder do not, and the performance of this Agreement by the
Stockholder shall not, require any consent, approval, authorization
or permit of, or filing with or notification to, any court or
arbitrator or any governmental body, agency or official except for
applicable requirements, if any, of the Securities Exchange Act of
1934, as amended, and except where the failure to obtain such
consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or delay the
performance by the Stockholder of its obligations under this
Agreement.
Section 2.3 Title to the Affiliate Company Shares. As
of the date hereof, the Stockholder has beneficial ownership and
sole and complete voting authority and investment discretion with
respect to the Affiliate Company Shares. The Stockholder's voting
authority and investment discretion with respect to the Affiliate
Company Shares are free and clear of all security interests, liens,
claims, pledges, options, rights of first refusal, agreement,
limitations on the Stockholder's voting rights, charges and other
encumbrances of any nature whatsoever. The Stockholder has not
appointed or granted any proxy, which appointment or grant is still
effective, with respect to the Affiliate Company Shares.
Section 2.4 Title to the Advisory Company Shares. As
of the date hereof, the Stockholder has beneficial ownership and
sole and complete voting authority with respect to the Advisory
Company Shares. The Stockholder has not appointed or granted any
proxy, which appointment or grant is still effective, with respect
to the Advisory Company Shares.
Section 2.5 Ownership of Affiliate and Advisory
Company Shares. The Affiliate Company Shares together with the
Advisory Company Shares are all the securities of the Company owned
either of record or beneficially by the Stockholder and the
Stockholder owns no other right or interests exerciseable for or
convertible into any securities of the Company, with the exception
of the options with respect to Stockholder, as a nominee of the
Stockholder's advisory clients who own the Affiliate Company Shares
and the Advisory Company Shares.
ARTICLE 3
COVENANTS OF THE STOCKHOLDER
Section 3.1 No Inconsistent Agreement. The
Stockholder hereby covenants and agrees that, except as
contemplated by this Agreement, and the Merger Agreement, the
Stockholder shall not enter into any agreement or grant a proxy or
power of attorney with respect to the Company Shares which is
inconsistent with this Agreement.
Section 3.2. Restrictions on Transfer of Affiliate
Company Shares. Restrictions on the Stockholder. During the time
this Agreement is in effect, the Stockholder shall not sell, give,
assign, hypothecate, pledge, encumber, grant a security interest in
or otherwise dispose of (whether by operation of law or by
agreement or otherwise) (each such occurrence, a "Transfer"), any
Affiliate Company Shares or Future Affiliate Company Shares, or any
right, title or interest therein or thereto such Affiliate Company
Shares or Future Affiliate Company Shares to any person, whether a
natural person or a business entity; provided that a Transfer shall
not include a transfer of Affiliate Company Shares or Future
Affiliate Company Shares to any advisory client of Stockholder so
long as after giving effect to such transfer, the representation
and warranty in Section 2.3 hereof would continue to be true,
complete and correct with respect to such Affiliate Company Shares
and Future Affiliate Company Shares as of the date of such
transfer. Notwithstanding the foregoing, the Stockholder or its
affiliates may transfer Affiliate Company Shares and Future
Affiliate Company Shares to a third party provided that prior to
effecting such transfer, the third party has entered into a voting
agreement with the Parent in form and substance which is reasonably
acceptable to Parent.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PARENT
Each of Parent and Merger Subsidiary has full right,
power and authority to enter into and perform this Agreement and
this Agreement has been duly authorized, executed and delivered by
each of Parent and Merger Subsidiary and is a valid and binding
agreement of each of Parent and Merger Subsidiary enforceable
against each of Parent and Merger Subsidiary in accordance with its
terms.
ARTICLE 5
MISCELLANEOUS
Section 5.1 Termination. This Agreement shall
terminate upon the termination of the Merger Agreement except that
the representations and warranties contained herein shall survive
the termination hereof.
Section 5.2 Specific Performance. The parties hereto
agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance
with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
Section 5.3 Entire Agreement. This Agreement
constitutes the entire agreement between Parent and the Stockholder
with respect to the subject matter hereof and supersedes all prior
agreements with understandings, both written and oral, between
Parent and the Stockholder with respect to the subject matter
hereof.
Section 5.4 Amendment. This Agreement may not be
amended except by an instrument in writing signed by the parties
hereto.
Section 5.5 Severability. If any term or other
provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule or law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal
substance of this Agreement is not affected in any manner
materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being
enforced, the parties hereby shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the
parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the
terms of this Agreement remain as originally contemplated.
Section 5.6 Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the
State of New York regardless of the laws that might otherwise
govern under applicable principles of conflicts of law.
Section 5.7 Counterparts. This Agreement may be
executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the Stockholder, Parent and Merger
Subsidiary have caused this Agreement to be duly executed on the
date hereof.
FRANKLIN MUTUAL ADVISERS, INC.
By: /S/_________________
Name:
Title:
WELLSFORD REAL PROPERTIES, INC.
By: /S/_________________
Name:
Title:
WELLSFORD CAPITAL CORPORATION
By: /S/_________________
Name:
Title:
