<PAGE>
ONE LIBERTY PROPERTIES, INC.
60 CUTTER MILL ROAD
GREAT NECK, NEW YORK 11021
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 1995
----------------
To The Stockholders of One Liberty Properties, Inc.:
The Annual Meeting of Stockholders of One Liberty Properties, Inc., a
Maryland corporation (the "Company" or "One Liberty"), will be held at the
Company's offices at 60 Cutter Mill Road, Great Neck, New York, on Friday, June
9, 1995 at 9:00 a.m., local time, for the following purposes:
1. To elect one Class 3 Director to the Board of Directors of the Company,
to hold office for a term expiring in 1998.
2. To appoint Kenneth Leventhal & Company as the Company's independent
certified public accountants for the year ending December 31, 1995.
3. To transact any other business that may properly come before the meeting
or any adjournment or postponement thereof.
Only holders of record at the close of business on April 18, 1995 are
entitled to notice of, and to vote at, the meeting and any adjournment or
postponement thereof.
To assure that your vote will be counted, please complete, date and sign the
enclosed form of proxy and return it promptly in the enclosed prepaid envelope,
whether or not you plan to attend the meeting. Your proxy may be revoked in the
manner described in the accompanying Proxy Statement at any time before it has
been voted at the meeting.
By Order of the Board of Directors
Mark H. Lundy, Secretary
Dated: April 28, 1995
YOUR VOTE IS IMPORTANT. PLEASE EXECUTE AND RETURN THE
ENCLOSED PROXY PROMPTLY, WHETHER OR NOT YOU
INTEND TO BE PRESENT AT THE MEETING.
<PAGE>
ONE LIBERTY PROPERTIES, INC.
60 CUTTER MILL ROAD
GREAT NECK, NEW YORK 11021
----------------
PROXY STATEMENT
----------------
VOTING AND PROXIES
GENERAL
The Proxy Statement is being furnished to the stockholders of One Liberty
Properties, Inc., a Maryland corporation (the "Company" or "One Liberty"), in
connection with the solicitation of proxies by the Board of Directors of One
Liberty for use at the Annual Meeting of Stockholders (the "Meeting") to be held
at its offices, 60 Cutter Mill Road, Great Neck, New York, on Friday, June 9,
1995 at 9:00 a.m., local time. This Proxy Statement and the related form of
proxy are first being mailed to stockholders of One Liberty on or about April
28, 1995. The mailing address of One Liberty's principal executive office is 60
Cutter Mill Road, Great Neck, New York 11021, telephone number (516) 466-3100.
RECORD DATE; VOTING RIGHTS
The Board of Directors has fixed the close of business on April 18, 1995
("Record Date") as the date for the determination of stockholders entitled to
notice of, and to vote at, the Meeting. Accordingly, only stockholders of One
Liberty at the close of business on the Record Date will be entitled to notice
of, and to vote at, the Meeting or at any adjournment or postponement thereof.
As of the close of business on the Record Date, there were outstanding
1,404,119 shares of Common Stock, par value $1.00 per share ("Common Stock"),
and 808,776 shares of $16.50 Cumulative Convertible Preferred Stock, par value
$1.00 per share ("Preferred Stock"). Each share of Common Stock is entitled to
one vote per share on all matters to be presented at the Meeting and each share
of Preferred Stock is entitled to one-half vote per share on all matters to be
presented at the Meeting. Subject to such limitations as are prescribed by law,
the Common Stock and the Preferred Stock vote together as a single class on all
matters. The presence, in person or by proxy, of the holders of a majority of
the outstanding votes entitled to be cast at the Meeting will constitute a
quorum at the Meeting. Abstentions and broker non-votes with respect to
particular proposals will not affect the determination of a quorum.
At the Record Date, Gould Investors L.P., a limited partnership organized
under the laws of Delaware ("Gould"), owned 917,400 shares of Common Stock,
constituting approximately 65.3% of the Company's outstanding shares of Common
Stock and approximately 50.7% of the total voting power of the Company. Gould
has sole voting and dispositive power as to all such shares. Gould's principal
executive offices are located at 60 Cutter Mill Road, Great Neck, New York
11021. To the best of the Company's knowledge, as of the Record Date, no other
person owned more than 5% of the voting power of the Company.
VOTE REQUIRED
The affirmative vote of a majority of the voting power of the Company
present at the meeting, whether attending in person or by properly executed
proxy, and constituting a quorum, is required to elect one Class 3 Director to
the Company's Board of Directors and to appoint Kenneth Leventhal & Company as
the Company's independent certified public accountants for the year ending
December 31, 1995. Abstentions as to a particular proposal will have the same
effect as votes against such proposal. Broker non-votes as to a particular
proposal will not be deemed a part of the voting power present with respect to
such proposal, will not count as votes for or against such proposal and will not
be included in calculating the number of votes necessary for approval of such
proposal. Gould has advised that it will vote all shares of Common Stock owned
by it in favor of the election of the nominee to the Board of Directors and to
appoint Kenneth Leventhal & Company as the Company's independent certified
public accountants for the year ending December 31, 1995.
1
<PAGE>
PROXIES; REVOCATION
All shares of Common Stock and Preferred Stock that are represented at the
Meeting by properly executed proxies received before or at the Meeting, and not
revoked, will be voted at the Meeting in accordance with the instructions
indicated on such proxies. If no instructions are indicated, such proxies will
be voted FOR the election of the nominees to the Company's Board of Directors
named herein and FOR the appointment of Kenneth Leventhal & Company as the
Company's independent certified public accountants for the year ending December
31, 1995.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is exercised. Proxies may be revoked by (i)
filing with the Secretary of the Company, at or before the taking of the vote at
the Meeting, a written notice of revocation bearing a later date than the proxy;
(ii) duly executing a subsequent proxy relating to the same shares and
delivering it to the Secretary of the Company at or before the voting of such
proxy at the Meeting; or (iii) attending the Meeting and voting in person
(although attendance at the Meeting will not in and of itself constitute a
revocation of a proxy). Any written notice revoking a proxy should be sent to
the attention of the Secretary, One Liberty Properties, Inc., 60 Cutter Mill
Road, Great Neck, New York 11021 or may be delivered at the Meeting.
The Board of Directors of the Company does not know of any matters which are
to come before the Meeting other than as set forth herein. However, if any other
matters are properly presented at the Meeting, the persons named in the enclosed
proxy and acting thereunder will have discretion to vote on such matters in
accordance with their best judgment.
2
<PAGE>
ELECTION OF DIRECTORS
The Company's Articles of Incorporation, as amended to date, provides for
three classes of directors, each class to serve for a term of three years, and
each to consist of approximately one- third of the total number of directors.
The number of directors on the Company's Board of Directors is currently fixed
at five. At the 1995 Annual Meeting, one director will be elected to hold office
for a term of three years or until his successor is elected and shall qualify.
The Company's Board of Directors has nominated Joseph A. Amato as a Class 3
Director to hold office until the 1998 Annual Meeting of Stockholders. The
Company's Board of Directors knows of no reason why the nominee for election as
a director will not be available for election or, if elected, will be unable to
serve as a director. If the nominee should be unavailable for election, the
Board of Directors may substitute another nominee and the discretionary
authority provided in the proxy will be exercised to vote for such other person
in the place of the nominee.
The following table sets forth certain information, as of April 18, 1995, as
to the nominee for director and directors currently holding office.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
PRINCIPAL OCCUPATION FOR THE PAST COMMON/PREFERRED STOCK PERCENT VOTING
NAME AND AGE FIVE YEARS AND OTHER DIRECTORSHIPS BENEFICIALLY OWNED OF CLASS POWER(1)
- - -------------------- ---------------------------------------- ----------------------- --------- ------------
<S> <C> <C> <C> <C>
CLASS 1 -- DIRECTORS SERVING UNTIL THE 1997 ANNUAL MEETING
Fredric H. Gould Chairman of the Board of the Company and 995,370 Shares of 67.5%
59 Years President of Georgetown OLP Corp., Common Stock (2)(3)(4)
advisor to the Company, since June 4,000 Shares of 53.10%
1989; General Partner of Gould and Preferred Stock(3)(4) *
President and director of
Georgetown Partners, Inc., the managing
general partner of Gould; Chairman of
the Board and Chief Executive Officer
of BRT Realty Trust and President and
director of REIT Management Corp.,
advisor to BRT Realty Trust; Director
of BFS Bankorp, Inc.
Arthur Hurand Director of the Company since June 1989; 5,000 Shares of * *
77 Years Private Investor; General Partner of Common Stock(6)
Motor Inn Limited Partnership; Trustee
of BRT Realty Trust.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
PRINCIPAL OCCUPATION FOR THE PAST COMMON/PREFERRED STOCK PERCENT VOTING
NAME AND AGE FIVE YEARS AND OTHER DIRECTORSHIPS BENEFICIALLY OWNED OF CLASS POWER(1)
- - -------------------- ---------------------------------------- ----------------------- --------- ------------
CLASS 2 -- DIRECTORS SERVING UNTIL 1996 ANNUAL MEETING
<S> <C> <C> <C> <C>
Marshall Rose Vice Chairman of the Board of the 923,400 Shares of 62.7% 49.2%
58 Years Company and Chairman of the Board of Common Stock (2)(5)
the advisor to the Company since June
1989; General Partner of Gould and
Chairman of the Board of Georgetown
Partners, Inc.; Vice Chairman of the
Board of BRT Realty Trust and Chairman
of the Board of the advisor to BRT
Realty Trust; President of Georgetown
Equities, Inc.
Charles L. Director of the Company since June 1989; 5,000 Shares of * *
Biederman Real estate developer; Vice President Common Stock
61 Years of Colorado Hotel Management, Inc.;
President of Woodstone Homes, Inc;
Executive Vice President of Sunstone
Hotel Management, Inc., hotel
management.
CLASS 3 -- NOMINEE FOR ELECTION AS A DIRECTOR FOR A TERM EXPIRING IN 1998
Joseph A. Amato Director of the Company since June 1989; 5,219 Shares of * *
58 Years Building and land developer; President Common Stock(6)
of Kent Management Corp.; Managing
Partner of Harriman Business Park.
All Officers and Directors as a group (15 persons) 1,125,839 Shares of 76.4%
Common Stock(7) 60.6%
24,550 Shares of
Preferred Stock(7) 3.0%
<FN>
- - ------------------------
* Less than 1%
(1) Each share of Common Stock is entitled to one vote per share and each share
of Preferred Stock is entitled to one-half vote per share.
(2) Fredric H. Gould and Marshall Rose are general partners of Gould and
executive officers of Georgetown Partners, Inc., the managing general
partner of Gould. Gould owns of record and beneficially 917,400 shares of
Common Stock.
(3) With respect to the Common Stock, includes 917,400 shares of Common Stock
owned by Gould, 500 shares of Common Stock owned by the Gould Family
Foundation and 9,000 shares of Common Stock underlying incentive stock
options. With respect to the Preferred Stock, includes 1,800 shares of
Preferred Stock owned by the Gould Family Foundation.
(4) Does not include 16,270 shares of Common Stock and 6,300 shares of
Preferred Stock owned by Mr. Gould's wife, as to which shares Mr. Gould
disclaims any beneficial interest.
(5) Includes 917,400 shares of Common Stock owned by Gould and 3,000 shares
underlying incentive stock options.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
(6) Includes 5,000 shares underlying stock options granted to each of Mr.
Hurand and Mr. Amato.
(7) Includes 169,500 shares underlying stock options granted to the officers
and directors of the Company. The total is qualified by notes (1) through
(6) above.
</TABLE>
Matthew J. Gould, the President of the Company and Jeffrey A. Gould, a Vice
President of the Company are brothers, and the sons of Fredric H. Gould, the
Company's Chairman of the Board.
The Board of Directors recommends a vote "For" the election of the nominee
as a director. Proxies solicited by the Board of Directors will be so voted
unless stockholders specify a contrary choice in their proxies.
DIRECTORS' MEETINGS; COMMITTEES OF THE BOARD
The Company's Board of Directors holds regular quarterly meetings. In
addition, special meetings may be called from time to time. In 1994 the Board of
Directors held five meetings. Each director of the Company attended 75% or more
of the meetings of the Board of Directors of the Company during 1994. Each
unaffiliated director was paid an annual retainer of $10,000 for services as a
director in 1994.
Messrs. Arthur Hurand, Charles Biederman and Joseph Amato constitute the
Company's audit committee. The audit committee reviews the Company's annual
financial statements, the adequacy of accounting and financial controls, the
Company's real estate investment trust status and the selection and services of
the Company's independent certified public accountants. The audit committee held
one meeting in 1994. The Company does not have a compensation or nominating
committee or any committee performing similar functions.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)")
requires executive officers and directors, and persons who beneficially own more
than 10% of the Company's shares, to file Initial Reports of Ownership and
Reports of Changes in Ownership with the Securities and Exchange Commission
("SEC") and the American Stock Exchange. Executive officers, directors and
greater than 10% beneficial owners are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. The Company
prepares and files the requisite forms on behalf of its executive officers and
directors. Based on a review of information supplied to the Company by the
executive officers and directors, the Company believes that all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
than 10% beneficial owners were complied with, except that Simeon Brinberg, a
Vice President, filed an amended Form 4 in January 1995, amending a Form 4 filed
on a timely basis in August 1994, to include information concerning ownership of
preferred shares, which was inadvertently omitted from the August 1994 filing.
The acquisition and ownership of these preferred shares had been previously
reported on a timely basis.
5
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
In view of the fact that the officers of the Company did not receive any
monetary compensation in 1992, 1993 and 1994 for their services as officers of
the Company, the directors of the Company did not appoint a compensation
committee or other committee performing equivalent functions. The Board of
Directors makes all compensation determinations.
The Board of Directors administers the Company's stock option plan. The
stock option plan is designed to afford executive officers, directors and other
key personnel an opportunity to aquire a proprietary interest in the Company in
order to incentivize such persons. The Board of Directors considers stock option
grants on an irregular basis. The Board determines, subject to the terms of the
Plan, the timing of grants, the individuals to whom grants shall be made, the
number of options to be granted to each individual, the exercise price and the
vesting periods.
Board of Directors:
Fredric H. Gould
Marshall Rose
Joseph A. Amato
Charles L. Biederman
Arthur Hurand
STOCK OPTION PLAN
On October 16, 1989 the Board of Directors adopted a stock option plan,
which was approved by the Company's stockholders on June 4, 1990. The Plan
provides for the issuance of up to 225,000 shares of Common Stock to officers,
directors, and key employees of the Company. Options are granted at per share
amounts at least equal to their fair market value on the date of grant. The
options granted may be either incentive stock options or options which do not
qualify as incentive stock options. The Plan does not provide for awarding stock
appreciation rights. No options were granted in 1994.
The following table sets forth information with respect to the exercise of
stock options by the Company's Chairman of the Board, Vice Chairman of the Board
and President and Chief Executive Officer in 1994 and the number and value of
unexercised options held by each of them at December 31, 1994.
STOCK OPTION EXERCISED AND FISCAL YEAR END OPTION VALUES IN 1994
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL YEAR IN-THE-MONEY OPTIONS AT
END FISCAL YEAR END (2)
SHARES ACQUIRED VALUE ------------------------- --------------------------
NAME ON EXERCISE REALIZED (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------------- --------------- ------------ --------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Fredric H. Gould......... 29,000 $17,125 -- 9,000 -- $ 12,376
Marshall Rose............ 3,000 4,875 -- 3,000 -- 4,126
Matthew Gould............ 6,500 4,063 -- 6,500 -- 8,938
<FN>
- - ------------------------
(1) Value realized is the aggregate market value, on the date of exercise, of
the shares acquired less the aggregate exercise price paid for such shares.
(2) Value of unexercised options is the aggregate market value of the
underlying shares (based on the closing price on December 31, 1994, which
was $10 1/2 per share) less the aggregate exercise price for such shares.
</TABLE>
6
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following graph compares the performance of the Company's Common Stock
with the Standard & Poor's 500 Stock Index and a peer group index consisting of
22 publicly traded hybrid REIT's prepared by the National Association of Real
Estate Investment Trusts. A list of these REITs is available on request. The
graph assumes $100 was invested on January 1, 1990 in the Company's Common
Stock, the S&P 500 Index and the peer group index and assumes the reinvestment
of dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
ONE LIBERTY PROPERTIES, INC. S&P 500 NAREIT HYBRID
<S> <C> <C> <C>
Dec-89 100 100 100
Dec-90 62 97 72
Dec-91 93 126 100
Dec-92 115 138 116
Dec-93 158 150 141
Dec-94 162 152 147
</TABLE>
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
----------------------------------------------------------------------------
12/89 12/90 12/91 12/92 12/93 12/94
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
One Liberty Properties, Inc........................... 100 62 93 115 156 162
S & P 500............................................. 100 97 126 136 150 152
Nareit Hybrid......................................... 100 72 100 116 141 147
</TABLE>
7
<PAGE>
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
The Company entered into a management agreement with Georgetown OLP Corp.
(the "Manager") effective July 1, 1989, as amended (the "Management Agreement").
Pursuant to the Management Agreement, the Manager is responsible for the day-
to-day operations of the Company, serves as consultant to the Company in
connection with certain policy decisions made by the Company's Board of
Directors and performs various services in connection with property and asset
management on behalf of the Company. The Management Agreement provides that the
Manager is entitled to receive an annual fee ("Management Fee") equal to 2 1/2%
of the Company's gross revenues (as defined in the Management Agreement), as
well as fees for additional services performed with respect to lease structuring
and mortgage loans made by the Company. In addition, the Manager will share
equally with the Company in all transaction fee income earned for originating
transactions on behalf of the Company. If and to the extent that the Company
requests the Manager to render services for the Company other than those
required to be rendered by the Manager thereunder, such additional services are
compensated separately on terms agreed upon between the Manager and the Company,
which terms shall be fair and reasonable and at least as favorable to the
Company as similar arrangements for comparable transactions of which the Company
is aware with organizations which are not affiliates of the Manager.
Pursuant to the Management Agreement, the Company bears all costs for
borrowed money; brokerage fees, commissions and related expenses; taxes
applicable to the Company; rental for office space used by the Company
(including an allocated portion of office space occupied jointly with affiliates
of the Manager, provided that the allocation of the rent expense is approved by
a majority of the Company's directors, including the independent directors);
audit and accounting fees and bookkeeping cost and expenses; legal fees;
expenses of litigation; fees and expenses incurred in connection with the
issuance, distribution, transfer, registration and stock exchange listing of the
Company's securities; fees of advisers and consultants, independent contractors,
managers and other agents employed by the Company (other than the Manager);
expenses in connection with the acquisition, disposition, leasing and ownership
of investment assets, including, but not limited to, travel expenses, cost of
appraisal, cost of leasing, maintenance, repair, improvement, brokerage and
sales commissions and expenses of managing the Company's real property
interests; insurance costs; salaries and expenses payable to directors, officers
and employees of the Company; expenses in connection with the payment of
dividends; expenses in connection with communications with the Company's
stockholders; and expenses in complying with requirements of governmental
bodies. The Management Fee and operating expenses borne by the Company are
subject to a limitation pursuant to which the total operating expenses of the
Company cannot exceed, in any fiscal year, the greater of 2% of its average
invested assets or 25% of its net income for such fiscal year, unless such
excess is approved by the Board of Directors of the Company and the stockholders
of the Company are informed thereof. Operating expenses in the Management
Agreement are defined to exclude expenses related to raising capital, interest,
the amortized cost of borrowing, taxes, and direct property acquisition and
property disposition costs, leasing costs and maintenance and management costs.
Pursuant to the Management Agreement, the Manager does not assume
responsibility other than to render the services called for thereunder in good
faith and is not responsible for any action of the Board of Directors of the
Company in following or declining to follow any advice or recommendation of the
Manager. The Manager, its directors, officers, stockholders, employees and
affiliates have disclaimed liability to the Company, the Company's stockholders
or others, except by reason of acts constituting bad faith, willful misfeasance,
gross negligence or reckless disregard of their duties. The Company agreed to
indemnify the Manager and its affiliates with respect to all expenses, losses,
damages, liabilities, demands, and charges performed or omitted by the Manager
in good faith and in accordance with the standards set forth in the Management
Agreement.
The Management Agreement would have expired December 31, 1997. Effective
December 31, 1994 the Management Agreement was terminated by the mutual
agreement of the Company and the Manager and therefore, commencing January 1,
1995, the Company became a self-managed real estate investment trust. The
Company, under the Management Agreement, paid or accrued management fees to the
Manager in the
8
<PAGE>
amount of $103,086 for 1994. In addition, during the year ended December 31,
1994, the Company paid $42,500 to the Manager for services rendered in
connection with obtaining the mortgage financing on a property the Company
purchased in June 1994.
Fredric H. Gould, Chairman of the Board of the Company, is the sole
shareholder and President of the Manager, and Marshall Rose, a Director of the
Company and Matthew Gould, President of the Company, are the Chairman and Senior
Vice President, respectively, of the Manager. In addition, Israel Rosenzweig,
Jeffrey A. Gould, Nathan Kupin, David W. Kalish and Simeon Brinberg, executive
officers of the Company, are executive officers of the Manager. The Company, the
Manager and other related entities, including Gould, occupy common office space
and personnel. In 1994 $122,057 of common general and administrative expenses,
including rent expense, were allocated to the Company. This amount includes
$32,474 and $24,046, allocated to the Company for legal services and accounting
services performed by Simeon Brinberg and David W. Kalish, respectively. Messrs.
Brinberg and Kalish, who receive remuneration or payment of fees directly from
Gould and related entities, are also executive officers of the Company. The
allocation of common general and administrative expenses is computed on a
quarterly basis and is based on the time devoted by executive, administrative
and clerical personnel to the affairs of each participating entity.
Individuals and entities affiliated with the Manager may perform similar
services for other companies and there may, therefore, be conflicts with respect
to the allocation of time, personnel and other resources. Messrs. Fredric and
Matthew Gould and Rose and the other executive officers of the Company and the
Manager are engaged in a number of other activities and devoted such time as was
required for performance of the duties of the Manager under the Management
Agreement.
In December, 1991, the Company sold to Gould Investors L.P. ("Gould") 13
retail locations net leased to Total Petroleum Inc. for an aggregate
consideration of $8,107,020. Gould, as set forth under the caption "Voting and
Proxies; Record Date; Voting Rights" owned at the Record Date 917,400 shares of
Common Stock, constituting approximately 65.3% of the outstanding Common Stock
of the Company and 50.7% of the Company's total voting power. Fredric H. Gould
and Marshall Rose, Chairman and Vice Chairman, respectively, of the Board of
Directors of the Company, are general partners of Gould and executive officers
of the Managing General Partner of Gould, and combined with entities and persons
affiliated or related to them own approximately 62% of the outstanding limited
partnership interests of Gould. Matthew Gould, President of the Company, and
Simeon Brinberg, David W. Kalish, Israel Rosenzweig, Nathan Kupin, Jeffrey Gould
and Mark Lundy, all executive officers of the Company, are executive officers of
the Managing General Partner of Gould and each of them, except for David W.
Kalish, Nathan Kupin and Mark Lundy, is a limited partner of Gould. The net
lease to Total Petroleum is for an initial term of twenty years at an annual
rent of approximately $835,000 through May 15, 1995, increasing by 3% annually.
The selling price consisted of cash of $1,257,020 and $6,850,000 in a ten year
first mortgage, secured by these 13 properties located in the state of Michigan,
paying interest only until maturity, with an annual interest rate of ten percent
for the first five years and ten and one half percent for the last five years.
The interest income amounted to $685,000 for the year ended 1994. The real
estate, which was acquired in December 1989 (with one additional location) for a
consideration of $10,491,000, had a carrying value at the date of sale of
approximately $7,733,000 (after a provision for impairment of real estate due to
the bankruptcy of the then net lessee, the rejection of the lease by the
bankrupt and the completion of a new lease with Total Petroleum at a materially
reduced annual rent and environmental problems discovered during the
negotiations with Total Petroleum) and the sale resulted in a net gain, after
expenses, of approximately $131,000. The selling price was determined by
capitalizing the cash flow at a rate competitive for the type of property
involved and the terms of the mortgage were determined by examining the terms of
mortgages for similar properties at the time the transaction was consummated.
This transaction provided the Company with a yield at least as favorable as
could have been obtained from an unrelated party and at a reduced risk. The
transaction, which was proposed by the Company's executive officers (who are
also partners of Gould and executive officers of Gould's Managing General
Partner), was approved by the directors of the Company, including the
unaffiliated directors.
In January 1992, the Company made a first mortgage loan to Gould in the
amount of $1,200,000. In 1994, the mortgage note carried interest of 10% per
annum, with minimum amortization of $5,000 per
9
<PAGE>
month. The note, which was to mature in January, 1995 has been extended to
January 31, 1997 at an interest rate of 11%. This mortgage receivable is secured
by the commercial space and four cooperative apartments located on East 86th
Street, in Manhattan, N.Y. The largest aggregate amount outstanding on this
indebtedness during 1994 was $1,080,000. The unpaid balance at December 31, 1994
is $920,000. The interest income on this mortgage loan amounted to $99,859 for
the year ended 1994. On the date this transaction was entered into by the
Company with Gould and when it was extended it was management's judgment that
the loan was well secured and provided a yield at least as favorable as could
have been obtained from an unrelated third party. The President of the Company,
who is also a partner of Gould and an officer of the Managing General Partner of
Gould, presented this opportunity to the Board, which unanimously approved the
transaction.
On February 26, 1993 the Company purchased from an unrelated entity 28.9% of
a 16.67% portion of an indebtedness due to various institutions by BRT Realty
Trust ("BRT"). Fredric H. Gould, Chairman of the Board of the Company, is
Chairman of the Board of BRT, Marshall Rose, Vice Chairman of the Board of the
Company is Vice Chairman of the Board of BRT and Matthew Gould, President of the
Company, is a Vice President of BRT. In addition Arthur Hurand is a director of
the Company and a trustee of BRT, and Israel Rosenzweig and Nathan Kupin, Vice
Presidents of the Company, are trustees of BRT and David W. Kalish, Simeon
Brinberg, and Jeffrey Gould, Vice Presidents of the Company, are Vice Presidents
of BRT. The Company paid $3,215,142 for a $4,626,720 share of the principal
amount of such indebtedness. The Company paid the same price (i.e., received the
same discount) for its portion of the indebtedness as the unrelated entity paid.
The debt was bought by the unrelated entity from the Federal Deposit Insurance
Corporation ("FDIC") in a competitive public auction. The principal earns
interest at prime plus one percent and requires certain minimum principal
payments through its maturity date of June 30, 1997. The largest aggregate
amount outstanding was $4,369,354 during 1994. At December 31, 1994 the
Company's portion of this indebtedness had been reduced to $3,033,774. This
opportunity was brought to the attention of the Company by the officers of BRT
because of the beneficial yield to maturity on this investment. The purchase of
this indebtedness was approved by the independent directors of the Company.
On July 30, 1993, as a result of a public auction, the FDIC sold to an
entity related to the Company, for a consideration of $19,000,300, a $23,000,000
first mortgage, providing for an interest rate of 8% per annum, secured by an
office building located in Manhattan, New York. The office building which
secures this mortgage is owned by a partnership in which Gould is General
Partner and in which Gould owns substantially all of the partnership interests.
Simultaneously with the purchase, $13,181,000 was advanced by an unrelated
party, $6,080,000 (which includes closing costs) was advanced by the Company,
and the mortgage was severed into a first mortgage of $13,181,000 paying
interest at 9 1/2% per annum held by the unrelated party and a subordinate wrap
mortgage of $9,819,000 held by the Company. Both the first mortgage and the wrap
mature in 2005 at which time the first mortgage will be fully amortized and the
wrap mortgage will have a principal balance of approximately $4,000,000. The
Company receives monthly principal and interest payments of $79,318 and at
December 31, 1994 its principal balance has been reduced to approximately
$9,224,000. The largest aggregate amount outstanding on this indebtedness during
1994 was $9,611,268. Interest income, including amortization of the discount of
$310,200, amounted to $873,459 for the year ended 1994. The opportunity to bid
for this mortgage was brought to the Company's attention by Fredric H. Gould, an
executive officer of the Company and a general partner and executive officer of
the Managing General Partner of Gould. The Company determined the amount of its
bid after exploring its ability to obtain financing and then examining the yield
to maturity (approximately 14.5% per annum) and the risk. This transaction was
approved by the independent directors of the Company.
The building which secures the first mortgage and the wrap mortgage is
leased to the City of New York. The lease expires in 2005 with an option to
renew for an additional five years and provides the City with a limited right of
termination. The first mortgage and the wrap mortgage are nonrecourse to the
owner of the building.
In June, 1994 the Company acquired from a wholly owned subsidiary of BRT the
fee interest of a property located in midtown Manhattan for a consideration of
$5,525,000 plus closing costs of $124,537. The opportunity to purchase this
property was brought to the attention of the Company by Fredric H. Gould, Israel
Rosenzweig and Jeffrey Gould, officers of BRT. The property, which
collateralized a mortgage loan
10
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made by BRT and was acquired by BRT in 1994 in a foreclosure action, was in the
opinion of the Chairman of the Board and the President of the Company, the type
of long term net leased property which fits the Company's business objective of
owning long term net leased assets. The purchase price was determined by the
officers of BRT and the officers of One Liberty by capitalizing the future
income stream at a capitalization rate appropriate for the type of property, but
was subject to the receipt of an independent real estate appraisal. After a
receipt of an independent appraisal substantiating the purchase price the
acquisition was consummated. Simultaneously with the purchase, the Company
obtained a $4,250,000 non-recourse mortgage from a local institution. The fee
position was acquired by the Company subject to a long term net lease with a
current annual rental of $550,000, with increases in net rent every five years.
The next rent increase will be in 1999.
In January, 1995 the Company acquired, in a single transaction, sixteen (16)
net leased properties (including the reacquisition of the thirteen (13) retail
locations leased to Total Petroleum, Inc.) and a mortgage receivable from Gould.
The properties are all net leased on a long term basis to unrelated third
parties. The consideration paid for the properties was comprised of (i) the
extinguishment of the $6,850,000 mortgage loan which the Company held on the
thirteen (13) Total Petroleum properties, and (ii) 1,030,000 restricted
convertible preferred shares of BRT Realty Trust and 173,719 beneficial shares
of BRT Realty Trust owned by the Company. The closing price of the BRT
beneficial shares on the New York Stock Exchange on the date the transaction was
consummated was $3 5/8. The preferred shares do not trade publicly. The
transaction was proposed by the Company's executive officers (who are also
partners of Gould and executive officers of Gould's Managing General Partner)
and was approved by the Company's Board of Directors, including the unaffiliated
directors. The Company's Board of Directors received, prior to and as a
condition to the consummation of the transaction, a valuation analysis on the
sixteen (16) properties and an opinion from an independent investment banker to
the effect that the transaction was fair to the Company from a financial point
of view. The Company did not recognize a gain or a loss on this transaction, but
recorded the assets acquired at the carrying amount of the assets exchanged,
plus transaction costs, resulting in a reclassification from investments in BRT
and mortgages receivable to real estate investments, at cost.
SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors of the Company selected the firm of Kenneth Leventhal
& Company as independent certified public accountants to audit the books,
records and accounts of the Company for the year ending December 31, 1995. That
firm has acted as the Company's independent certified public accountants since
October 1989. Representatives of Kenneth Leventhal & Company are expected to be
present at the Meeting and will have the opportunity to make a statement if they
desire to do so and will be available to respond to questions of the Company's
stockholders.
If the Company's stockholders do not ratify the selection of Kenneth
Leventhal & Company, the selection of independent certified public accountants
will be made by the Company's Board of Directors.
PROXY SOLICITATION
All expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be paid by the Company. In addition to
solicitation by use of the mails, proxies may be solicited by directors,
officers and employees of the Company, in person or by telephone, telegram or
other means of communication. None of such directors, officers and employees
will be additionally compensated for, but may be reimbursed for out-of-pocket
expenses incurred in connection with, such solicitation.
Arrangements will also be made with custodians, nominees and fiduciaries for
forwarding proxy solicitation material to beneficial owners of Common Stock and
Preferred Stock held of record by such custodians, nominees and fiduciaries, and
for release to the Company of information regarding beneficial ownership of
shares held of record by such custodians, nominees, and fiduciaries so that the
Company may forward proxy solicitation materials directly to such beneficial
owners. In each such case, the Company, upon request, will reimburse such
custodians, nominees and fiduciaries for reasonable expenses incurred in
connection with such arrangements.
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STOCKHOLDER PROPOSALS
Stockholders desiring to submit a proposal to the stockholders of the
Company for inclusion in the proxy materials of the Company's Board of Directors
for the Annual Meeting of Stockholders anticipated to be held in June 1996, must
submit such proposal in writing no later than February 8, 1996, to the Company,
at 60 Cutter Mill Road, Great Neck, New York 11021. The Company reserves the
right to omit any proposal from its proxy materials which the Company is not
required under applicable laws and rules to include therein.
ANNUAL REPORT
The Annual Report for the year ended December 31, 1994 is being furnished to
stockholders concurrently with this Proxy Statement. Additional copies of the
Annual Report are available to any stockholder of the Company upon written
request directed to the Company, at 60 Cutter Mill Road, Great Neck, New York
11021, Attention: Secretary. A copy of the Company's Annual Report on Form 10-K
for the year ended December 31, 1994 will be supplied to stockholders without
charge upon written request similarly directed.
12
<PAGE>
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. ELECTION OF
NOMINEE: Joseph A. Amato
As Class 3 Director
FOR the nominee WITHHOLD AUTHORITY
to vote for nominee
/ / / /
2. To Ratify the selection of Kenneth Leventhal & Company as the Company's
Independent Certified Public Accountants for the year ending December 31,
1995.
FOR AGAINST ABSTAIN
/ / / / / /
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEE AND THE APPOINTMENT OF KENNETH LEVENTHAL &
COMPANY.
SIGNATURE DATE
--------------------------------------- -----------------------
SIGNATURE DATE
--------------------------------------- -----------------------
NOTE: When signing as attorney, as executor, as administrator, trustee or
guardian, please give full title as such. If a corporation please sign in
full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
<PAGE>
PROXY ONE LIBERTY PROPERTIES, INC. PROXY
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE MEETING OF STOCKHOLDERS JUNE 9, 1995.
The undersigned hereby appoints Fredric H. Gould, Matthew J. Gould and
Simeon Brinberg, or any of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of Common Stock of One Liberty Properties, Inc. held of
record by the undersigned on April 18, 1995, at the Annual Meeting of
Stockholders to be held on Friday June 9, 1995 at 9:00 A.M. New York time, at
One Liberty Properties, Inc., 60 Cutter Mill Road, Great Neck, New York and at
any adjournment thereof.
(To be Signed on Reverse Side)
<PAGE>
/X/ PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. ELECTION OF
NOMINEE: Joseph A. Amato
As Class 3 Director
FOR the nominee WITHHOLD AUTHORITY
to vote for nominee
/ / / /
2. To Ratify the selection of Kenneth Leventhal & Company as the Company's
Independent Certified Public Accountants for the year ending December 31,
1995.
FOR AGAINST ABSTAIN
/ / / / / /
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES AND THE APPOINTMENT OF KENNETH LEVENTHAL &
COMPANY.
SIGNATURE DATE
--------------------------------------- -----------------------
SIGNATURE DATE
--------------------------------------- -----------------------
NOTE: When signing as attorney, as executor, as administrator, trustee or
guardian, please give full title as such. If a corporation please sign in
full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
<PAGE>
PROXY ONE LIBERTY PROPERTIES, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PREFERRED STOCK
PROXY FOR THE MEETING OF STOCKHOLDERS JUNE 9, 1995.
The undersigned hereby appoints Fredric H. Gould, Matthew J. Gould and
Simeon Brinberg, or any of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of $16.50 cumulative convertible preferred stock of One
Liberty Properties, Inc. held of record by the undersigned on April 18, 1995, at
the Annual Meeting of Stockholders to be held on Friday June 9, 1995, at 9:00
A.M. New York time, at One Liberty Properties, Inc., 60 Cutter Mill Road, Great
Neck, New York and at any adjournment thereof.
(To be Signed on Reverse Side)
