<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 7, 1996
----------------
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
7, 1996 at 11:30 a.m., local time, for the following purposes:
1. To elect two Class 2 Directors to the Board of Directors of the Company,
to hold office for a term expiring in 1999.
2. To appoint Ernst & Young LLP as the Company's independent certified
public accountants for the year ending December 31, 1996.
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 15, 1996 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 29, 1996
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 7,
1996 at 11:30 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
29, 1996. 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 15, 1996
("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
1,438,619 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 715,227 shares of Common Stock,
constituting approximately 49.7% of the Company's outstanding shares of Common
Stock and approximately 38.8% 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. On the Record Date, Fredric H. Gould, Chairman of the Board, owned 85,586
shares of Common Stock and 4,000 shares of Preferred Stock and had sole voting
and dispositive power as to all such shares. In addition, he had shared voting
and dispositive power as to 45,654 shares of Common Stock (excluding the shares
owned by Gould). Accordingly, Mr. Gould, on the Record Date, had sole or shared
voting power with respect to 131,240 shares of Common Stock and 4,000 shares of
Preferred Stock, or 7.2% of the total voting power of the Company (excluding the
shares owned by Gould). 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 two Class 2 Directors to
the Company's Board of Directors and to appoint Ernst & Young LLP, successor to
Kenneth Leventhal & Company, as the Company's independent certified public
accountants for the year ending December 31, 1996. 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
1
<PAGE>
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 and Fredric H. Gould have advised that they
will vote all shares owned by them in favor of the election of the nominees to
the Board of Directors and will vote in favor of the appointment of Ernst &
Young LLP as the Company's independent certified public accountants for the year
ending December 31, 1996.
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 Ernst & Young LLP as the Company's
independent certified public accountants for the year ending December 31, 1996.
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
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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 1996 Annual Meeting, two directors 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 Marshall Rose and Charles L.
Biederman as Class 2 Directors to hold office until the 1999 Annual Meeting of
Stockholders. The Company's Board of Directors knows of no reason why the
nominees for election as directors will not be available for election or, if
elected, will be unable to serve as a director. If either 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 15, 1996, as
to the nominees 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 855,467 Shares of 58.1%
60 Years since June 1989; General Partner of Common Stock (2)(3)(4)
Gould and President and director of 4,000 Shares of 45.8%
Georgetown Partners, Inc., the managing Preferred Stock(3)(4) *
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.;
Director of Sunstone Hotel Investors,
Inc.
Arthur Hurand Director of the Company since June 1989; 10,916 Shares of * *
79 Years Private Investor; General Partner of Common Stock
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 -- NOMINEES FOR ELECTION AS DIRECTORS FOR A TERM EXPIRING IN 1999
<S> <C> <C> <C> <C>
Marshall Rose Vice Chairman of the Board of the 771,377 Shares of 52.3% 41.1%
59 Years Company since June 1989; General Common Stock (2)(5)
Partner of Gould and Chairman of the
Board of Georgetown Partners, Inc.;
Trustee of BRT Realty Trust and
Chairman of the Board of the advisor to
BRT Realty Trust; President of
Georgetown Equities, Inc.; Director of
Estee Lauder Companies, Inc.
Charles L. Director of the Company since June 1989; 5,000 Shares of * *
Biederman Real estate developer; Vice President Common Stock
62 Years of Colorado Hotel Management, Inc.;
President of Woodstone Homes, Inc;
Executive Vice President of Sunstone
Hotel Investors, Inc., hotel owner.
CLASS 3 -- DIRECTOR SERVING UNTIL 1998 ANNUAL MEETING
Joseph A. Amato Director of the Company since June 1989; 5,219 Shares of * *
59 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) 1,050,772 Shares of 71.3%
Common Stock(7) 56.7%
28,350 Shares of
Preferred Stock(7) 3.50%
<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 715,227 shares of
Common Stock.
(3) With respect to the Common Stock, includes 715,227 shares of Common Stock
owned by Gould, 5,580 shares of Common Stock owned by entities in which Mr.
Gould is an officer and shareholder, 9,175 shares of Common Stock owned by
a partnership in which Mr. Gould is a partner, 30,899 shares of Common
Stock held by trusts in which Mr. Gould is a trustee, and 9,000 shares of
Common Stock underlying incentive stock options.
(4) Does not include 20,724 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.
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
(5) Includes 715,227 shares of Common Stock owned by Gould, 5,580 shares of
Common Stock owned by entities in which Mr. Rose is an officer and
shareholder, 21,928 shares of Common Stock owned by partnerships in which
Mr. Rose is a partner and 16,720 shares of Common Stock held by a profit
sharing trust in which Mr. Rose is a trustee.
(6) Includes 5,000 shares underlying stock options granted to Mr. Amato.
(7) Includes 35,000 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 nominees
as directors. 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 schedules quarterly meetings. In addition,
special meetings may be called from time to time and, when appropriate,
directors take action by unanimous consent. In 1995 the Board of Directors held
three meetings and transacted business on five occasions by unanimous consent.
Each director of the Company attended all of the meetings of the Board of
Directors of the Company during 1995 except for Mr. Amato who was not in
attendance at two of the meetings. Each independent director was paid an annual
retainer of $10,000 for services as a director in 1995.
Messrs. Arthur Hurand, Charles Biederman and Joseph Amato constitute the
Company's audit and compensation committee. The audit and compensation 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. It also is responsible for setting and administering the policies
which govern compensation for executive officers and for administering all
aspects of the Company's Stock Option Plan. The committee acted only as an audit
committee in 1995; it began to function in both capacities (as an audit and
compensation committee) in 1996. The committee held one meeting in 1995. The
Company does not have a 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 in 1995.
5
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
Commencing January 1, 1995 the Company became a self managed real estate
investment trust. Prior to January 1, 1995 the officers of the Company did not
receive any monetary compensation for their services as officers. The Directors
of the Company did not appoint a Compensation Committee or other committee
performing equivalent functions until 1996. In 1995 the Board of Directors made
all compensation determinations.
The Compensation Committee, which is acting with respect to compensation
matters effective January 1, 1996, is composed of three independent non-employee
directors. The Committee will be responsible for advising management and the
Board of Directors on matters pertaining to compensation arrangements for
executive employees, and will also be responsible for administration of the
Company's stock option plans.
In 1995 the only officer who was compensated by the Company was Matthew
Gould, President and Chief Executive Officer ("CEO"). Other officers of the
Company were on the payroll of Gould Investors L.P. or other affiliated entities
and pursuant to a shared services arrangement between the Company, Gould and
other affiliated entities, payroll expenses were allocated to the Company, based
on the time devoted by the executive to the affairs of the Company in comparison
to the time devoted by the executive to the affairs of the other entities which
participate in the sharing arrangement. The allocation for payroll expenses of
all executive officers of the Company did not exceed $100,000 in the aggregate,
and the total allocation, as set forth under the caption "Interest of Management
In Certain Transactions", was $210,357, excluding the compensation of the CEO as
set forth in the "Summary Compensation Table" below.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
In determining the CEO's compensation the Board of Directors of the Company
made reference to the 1994 executive compensation survey prepared by the
National Association of Real Estate Investment Trusts ("NAREIT"). The data
presented in the NAREIT survey includes salaries, cash incentives and stock
option awards and provides median compensation data (i) for various categories
of real estate investment trusts and (ii) based on market capitalization of
various real estate investment trusts. The Board of Directors also considered
the services rendered and to be rendered by the CEO and further took into
account the cost of self-management, including the compensation of the CEO, as
compared to the cost of management by an advisory company. In the final analysis
the determination of the CEO's compensation was subjective.
For 1995, the Board determined to compensate the CEO at a base annual salary
of $125,000. For 1996 the Compensation Committee approved base annual
compensation for the CEO of $132,500. The base annual compensation for both 1995
and 1996 is well below the median base salary for all REITS as reported in the
NAREIT survey. The Compensation Committee also awarded the CEO a bonus of
$25,000 applicable to 1995, which bonus takes into account the CEO's performance
and responsibilities in 1995 and the Company's performance in 1995. The 1995
bonus was authorized by the Compensation Committee at a meeting held on March
22, 1996, after issuance of the Company's financial statements for 1995.
COMPENSATION OVERVIEW
The Compensation Committee has determined that the annual compensation of
executive officers (presently only the Chief Executive Officer is being
compensated directly by the Company) will be composed of two elements: (i) an
annual base salary and annual bonus; and (ii) a long term component made up of
stock options.
ANNUAL COMPONENT: BASE SALARY AND BONUS
Base salaries will be determined based upon standards and comparables in the
real estate investment trust community. To the extent available the Compensation
Committee will review the most recent executive compensation survey prepared by
NAREIT which will be used for guidance purposes, but will not be the sole
determining factor. The determination by the Compensation Committee of base
compensation will be subjective in nature and will not be based on any
structured formula. In determining compensation, in addition to looking
carefully at compensation arrangements in the industry, the Committee will take
into
6
<PAGE>
account the diligence and expertise which the executive officer demonstrates in
managing the business of the Company. Among other things the Compensation
Committee will examine the improvement in gross revenues, operating income,
funds from operations, cash distributions paid to common shareholders and the
market price of the Company's common stock. None of these factors individually
will be determinative, but the Compensation Committee will examine all of these
measures to arrive at the base annual compensation of the executive officers.
With respect to annual bonus, again, the determination by the Compensation
Committee will be subjective in nature and will not be based upon any structured
plan or formula. The Committee will analyze the Company's progress and success
in each year taking into consideration, among other things, revenues, net
income, funds from operations, cash distributions to common shareholders and
market price and will determine the appropriateness and amount of a bonus, if
any.
LONG TERM COMPENSATION: STOCK OPTIONS
Stock options will be granted periodically to provide incentive for the
creation of shareholder value over the long term, since the full benefit of
compensation provided for under stock options cannot be realized unless there is
an appreciation in the price of the Company's shares of common stock over a
specified number of years. Under the presently existing stock option plan of the
Company, options are granted at an exercise price equal to the fair market value
of the common stock of the Company on the date of grant and are exercisable over
a number of years (generally five to six), in increments ranging between 20% to
25% per year on a cumulative basis. Stock options are the only form of long term
incentive currently used by the Company.
No additional options were granted in 1995. Since the Compensation committee
believes that the grant of options is a valuable tool in providing incentive for
the creation of shareholder value, it will consider the grant of options to
executive officers in 1996 and will also consider increasing the number of
shares included in the Company's stock option program.
Respectfully submitted,
Board of Directors
Joseph A. Amato
Charles Biederman
Fredric H. Gould
Arthur Hurand
Marshall Rose
7
<PAGE>
SUMMARY COMPENSATION TABLE
The following summary compensation table includes information with respect
to compensation paid and accrued by the Company for services rendered in all
capacities to the Company during the fiscal year ended December 31, 1995 for the
Chief Executive Officer of the Company. The Company did not pay compensation to
executive officers prior to 1995 and no executive officer of the Company other
than the Chief Executive Officer received annual compensation in 1995 in excess
of $100,000.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------------
AWARDS PAYOUTS
ANNUAL COMPENSATION ----------- ----------------------
NAME AND PRINCIPAL -------------------------------- OTHER ANNUAL RESTRICTED OPTIONS/ LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION (1) STOCK AWARD SARS(#) PAYOUT COMPENSATION(3)
- ------------------ --------- --------- ---------- ----------------- ----------- ----------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Matthew Gould, 1995 $ 125,000 $ 25,000(2) -- -- -- -- $ 8,789
President and
Chief Executive
Officer
</TABLE>
<TABLE>
<S> <C>
<FN>
- ------------------------------
(1) The only type of Other Annual Compensation for the Chief Executive Officer
was reimbursement to REIT Management Corp., an affiliated entity, for an
allocated portion of pension expense paid for the Chief Executive Officer.
(See footnote 3 below).
(2) This bonus was awarded by the Compensation Committee subsequent to
completion of the 1995 financial statements and accordingly the $25,000 was
not paid or accrued in 1995.
(3) Represents the amount reimbursed by the Company to an affiliated entity for
an allocated portion of the pension expense paid for the Chief Executive
Officer.
</TABLE>
STOCK OPTION PLAN
The Company's directors adopted a stock option plan on October 16, 1989 and
shareholders approved the plan on June 4, 1990. Options are granted at per share
exercise prices at least equal to the fair market value on the date of grant.
The Plan does not provide for stock appreciation rights. No options were granted
in 1995.
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 1995 and the number and value of
unexercised options held by each of them at December 31, 1995.
STOCK OPTIONS EXERCISED AND FISCAL YEAR END OPTION VALUES IN 1995
<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......... 0 $ 0 4,500 4,500 $16,875 $16,875
Marshall Rose............ 1,500 4,688 0 1,500 0 5,625
Matthew Gould............ 3,250 10,156 0 3,250 0 12,188
<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, 1995, which
was $12 7/8 per share) less the aggregate exercise price for such shares.
</TABLE>
8
<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 two peer group indices consisting
of publicly traded hybrid REIT's and publicly traded equity REIT's prepared by
the National Association of Real Estate Investment Trusts. The performance by
the publicly traded equity REIT's was not included in last year's proxy
statement. It is included herein because, in management's judgment, the business
of the Company in 1995 was directed to a significant extent to the ownership of
real property. The graph assumes $100 was invested on January 1, 1991 in the
Company's Common Stock, the S&P 500 Index and the peer group indices 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 NAREIT EQUITY
<S> <C> <C> <C> <C>
Dec-90 100 100 100 100
Dec-91 150 130 139 136
Dec-92 184 140 162 155
Dec-93 251 155 197 186
Dec-94 260 157 204 192
Dec-95 351 215 251 221
</TABLE>
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
----------------------------------------------------------------------------
12/90 12/91 12/92 12/93 12/94 12/95
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
One Liberty Properties, Inc. ......................... 100 150 184 251 260 351
S & P 500 ............................................ 100 130 140 155 157 215
Nareit Hybrid REIT.................................... 100 139 162 197 204 251
Nareit Equity REIT.................................... 100 136 155 186 192 221
</TABLE>
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
The Company and related entities, including Gould, occupy common office
space and use certain personnel in common. In 1995 $210,357 of common general
and administrative expenses, including rent, telecommunication services,
bookkeeping, secretarial and other clerical services and legal and accounting
services, were allocated to the Company. This amount includes $28,725, $32,869
and $19,101, allocated to
9
<PAGE>
the Company for legal services and accounting services performed by Simeon
Brinberg and Mark H. Lundy and David W. Kalish, respectively. Messrs. Brinberg,
Lundy and Kalish, who receive remuneration or payment of fees directly from
Gould and related entities, are also executive officers of the Company. Further,
Fredric H. Gould and Marshall Rose, Chairman and Vice Chairman, respectively, of
the Company, are general partners of Gould and executive officers of the
corporate managing general partner of Gould, and Matthew Gould, President of the
Company, Jeffrey Gould, Nathan Kupin, David W. Kalish, Simeon Brinberg and Mark
Lundy, officers of the Company are officers of the corporate managing general
partner of Gould. 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.
In January 1992, the Company made a first mortgage loan to Gould in the
amount of $1,200,000. In 1995, the mortgage note carried interest of 10% per
annum, with minimum amortization of $5,000 per month. The note, which matured in
January, 1995 was 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 1995 was $920,000. The unpaid
balance at December 31, 1995 is $860,000. The loan was repaid in full in March,
1996. The interest income on this mortgage loan amounted to $96,863 for the year
ended 1995. 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 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 a trustee 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, Israel Rosenzweig and Nathan Kupin, Vice Presidents of the
Company, are trustees of BRT and Jeffrey Gould, David W. Kalish, Simeon Brinberg
and Mark H. Lundy executive officers of the Company are executive officers 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 $3,033,774 during 1995. At December 31, 1995 the
Company's portion of this indebtedness had been reduced to $760,633. Interest
income, including amortization of the discount of $693,519, amounted to $886,503
for the year ended 1995. 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 the 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, 1995 its principal balance has been reduced to approximately
$8,817,000. The largest aggregate amount outstanding on this indebtedness during
1995 was
10
<PAGE>
$9,224,442. Interest income, including amortization of the discount of $319,500,
amounted to $861,750 for the year ended 1995. 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 January, 1995 the Company acquired, in a single transaction, sixteen net
leased properties (including thirteen 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 a $6,850,000
mortgage loan which the Company held on the thirteen 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 independent 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 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 Ernst & Young
LLP, successor to Kenneth Leventhal & Company, as independent certified public
accountants to audit the books, records and accounts of the Company for the year
ending December 31, 1996. Kenneth Leventhal & Company and its successor, Ernst &
Young LLP, has acted as the Company's independent certified public accountants
since October 1989. Representatives of Ernst & Young LLP 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 Ernst & Young
LLP, 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.
11
<PAGE>
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 1997, must
submit such proposal in writing no later than February 6, 1997, 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, 1995 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, 1995 will be supplied to stockholders without
charge upon written request similarly directed.
12
<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 7, 1996.
The undersigned hereby appoints Fredric H. Gould, Matthew J. Gould and Mark
H. Lundy, 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 15, 1996, at the Annual Meeting of Stockholders to be held on Friday
June 7, 1996, 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.
FOR
the WITHHOLD AUTHORITY
nominee to vote for nominee
1.ELECTION OF | | | |
NOMINEES:
Marshall Rose and
Charles Biederman
As Class 2 Directors
FOR AGAINST ABSTAIN
2.To Ratify the selection of Ernst & Young LLP | | | | | |
as the Company's Independent Certified Public
Accountants for the year ending December 31,
1996.
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 ERNST & YOUNG LLP.
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
COMMON STOCK
PROXY FOR THE MEETING OF STOCKHOLDERS JUNE 7, 1996.
The undersigned hereby appoints Fredric H. Gould, Matthew J. Gould and Mark H.
Lundy, 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 15, 1996, at the Annual Meeting of
Stockholders to be held on Friday June 7, 1996, 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.
FOR
the WITHHOLD AUTHORITY
nominee to vote for nominee
1. ELECTION OF | | | |
NOMINEES:
Marshall Rose and
Charles Biederman
As Class 2 Directors
FOR AGAINST ABSTAIN
2.To Ratify the selection of Ernst & Young LLP | | | | | |
as the Company's Independent Certified Public
Accountants for the year ending December 31,
1996.
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 ERNST & YOUNG LLP.
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.
