ONE LIBERTY PROPERTIES, INC.
60 CUTTER MILL ROAD
Suite 303
Great Neck, New York 11021
-----------
Notice of Annual Meeting of Stockholders
To Be Held on June 12, 1998
-----------
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
12, 1998 at 9:00 a.m., local time, for the following purposes:
1. To elect one Class 3 Director to hold office for a term expiring in
2001.
2. To appoint Ernst & Young LLP as the Company's independent auditors
for the year ending December 31, 1998.
3. To transact any other business that may properly come before the
meeting or any adjournment or postponement thereof.
Holders of record at the close of business on April 21, 1998 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.
<PAGE>
By Order of the Board of Directors
Mark H. Lundy, Secretary
Dated: April 29, 1998
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
Suite 303
Great Neck, New York 11021
---------
PROXY STATEMENT
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 to be voted 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 12, 1998 at 9:00 a.m.,
local time. This Proxy Statement and the related proxy are first being mailed to
stockholders of One Liberty on or about April 29, 1998. 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 21,
1998 ("Record Date") as the date for the determination of stockholders entitled
to notice of, and to vote at, the Meeting. 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.
<PAGE>
As of the close of business on the Record Date, there were outstanding
1,587,317 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. The Common Stock and the Preferred Stock will 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
("Gould"), owned 401,540 shares of Common Stock, constituting approximately
25.3% of the Company's outstanding shares of Common Stock and approximately
20.2% 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 of the Company, owned directly 141,307
shares of Common Stock and 7,500 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 508,097 shares of Common Stock (including the shares
owned by Gould). Accordingly, on the Record Date, Mr. Fredric H. Gould had sole
or shared voting power with respect to 649,404 shares of Common Stock and 7,500
shares of Preferred Stock, or 32.8% of the total voting power of the Company
(including the shares owned by Gould). Mr. Gould's address is 60 Cutter Mill
Road, Great Neck, New York 11021. On the Record Date, Matthew Gould, President
of the Company, owned directly 56,447 shares of Common Stock and 8,900 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 405,138 shares of
Common Stock (including the shares owned by Gould). Accordingly, on the Record
Date, Mr. Matthew Gould had sole or shared voting power with respect to 461,585
shares of Common Stock and 8,900 shares of Preferred Stock, or 23.4% of the
total voting power of the Company. Mr. Matthew Gould's address is 60 Cutter Mill
Road, Great Neck, NY 11021. To the best of the Company's knowledge, as of the
Record Date, no other person had 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 and
to appoint Ernst & Young LLP, as the Company's independent auditors for the year
ending December 31, 1998. Abstentions and broker non-votes as to a particular
proposal will have the same effect as votes against such proposal. Gould,
Fredric H. Gould and Matthew Gould have advised that they will vote all shares
owned by them in favor of the election of the nominee to the Board of Directors
and in favor of the appointment of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 1998.
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 nominee named herein and FOR the appointment of
Ernst & Young LLP as the Company's independent auditors for the year ending
December 31, 1998.
<PAGE>
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.
<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 1998 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 Annual Meeting of Stockholders to be
held in the year 2001. Mr. Amato is a director of the Company. The Company's
Board of Directors knows no reason why the nominee will not be available for
election or, if elected, will be unable to serve. If the nominee is 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 nominee.
The following table sets forth certain information, as to the nominee
for director and directors currently holding office.
Principal Occupation For The Past
Name and Age Five Years and other Directorships
Class 1 - To continue in office until 2000
Fredric H. Gould Chairman of the Board of the Company since June 1989;
62 Years General Partner of Gould and an executive officer and
Chairman of Georgetown Partners, Inc., the managing
general partner of Gould; Chairman of the Board and
Chief Executive Officer of BRT Realty Trust and Pres-
ident and director of REIT Management Corp., advisor
to BRT Realty Trust; Director of Sunstone Hotel
Investors, Inc.
Arthur Hurand Director of the Company since June 1989; Private
81 Years Investor; Trustee of BRT Realty Trust.
Class 2 - To continue in office until 1999
Marshall Rose Director of the Company since June 1989; Trustee of
61 Years BRT Realty Trust; President of Georgetown Equities,
Inc.,; Director of Estee Lauder,Inc.; Director of
Golden Book Family Entertainment, Inc.
Charles L. Biederman Director of the Company since June 1989; Real estate
64 Years developer; President of Woodstone Homes, Inc.; Vice
Chairman of Sunstone Hotel Investors, Inc.
Class 3 - To be elected for a term expiring in 2001
Joseph A. Amato Director of the Company since June 1989; Real estate
61 Years developer; Managing partner of the Kent Companies.
<PAGE>
Stock Ownership of Management and Certain Beneficial Owners
Information is set forth below regarding beneficial ownership of Common
Stock and Preferred Stock by (i) each person known by the Company to
beneficially own more than 5% of the outstanding voting power of the Company;
(ii) each person who is a director; (iii) each executive officer named in the
Summary Compensation Table on page 8; and (iv) all directors and executive
officers as a group. Except otherwise noted, each person, has sole voting and
investment power as to his shares. All information is as of April 21, 1998.
NUMBER OF SHARES
OF COMMON STOCK/ PERCENT OF PERCENT OF
NAME PREFERRED STOCK CLASS VOTING POWER
Gould Investors L.P. (1) 401,540/0 25.1/0 20.1
Fredric H. Gould (1) (2) (5) 650,529/7,500 40.7/* 32.7
Matthew J. Gould (1) (3)(5) 463,085/8,900 29.0/* 23.4
Marshall Rose (4) 119,751/0 7.5/0 6.0
Joseph A. Amato 219/0 *
Charles Biederman 5,000/0 *
Arthur Hurand 32,748/0 *
All Executive Officers and
Directors as a group
(14 in number) (5) 1,000,806/33,750 62.7/4.2% 50.8
* Less than 5%
(1) Fredric H. Gould is general partner of Gould Investors L.P. and he and
Matthew Gould are executive officers of the corporate managing general partner
of Gould Investors L.P.
(2) Includes 141,307 shares of Common Stock owned directly, 401,540 shares of
Common Stock owned by Gould Investors L.P. and 106,557 owned by entities and
trusts over which Mr. Gould has shared voting and dispositive power. Does not
include 30,862 shares of Common Stock and 2,800 shares of Preferred Stock owned
by Mr. Gould's spouse, as to which shares Mr. Gould disclaims any beneficial
interest.
(3) Includes 56,447 shares of Common Stock owned directly, 3,598 shares of
Common Stock owned as custodian for minor children (as to which shares Mr. Gould
disclaims any beneficial interest), 401,540 shares of Common Stock owned by
Gould Investors L.P. With respect to the Preferred Stock, 2,200 shares are owned
as custodian for minor children (as to which shares Mr. Gould disclaims any
beneficial interest). Does not include 1,578 shares of Common Stock owned by Mr.
Gould's spouse, as to which shares Mr. Gould disclaims any beneficial interest.
(4) Includes 8,630 shares of Common Stock owned directly, 1,668 shares owned by
trusts over which Mr. Rose has sole voting and dispositive power (as to which
shares Mr. Rose disclaims any beneficial interest) and 109,453 shares of Common
Stock owned by entities over which Mr. Rose has sole voting and dispositive
power.
(5) Includes all currently exercisable options or options which are exercisable
within 60 days.
<PAGE>
Directors' Meetings; Committees of the Board
The Company's Board of Directors schedules quarterly meetings. When
appropriate, directors take action by unanimous consent. In 1997 the Board of
Directors held three meetings and transacted business on two occasions by
unanimous consent. Each director of the Company attended all of the meetings of
the Board of Directors of the Company during 1997 except that each of Messrs.
Amato and Rose was not in attendance at one of the meetings. Each independent
non-employee director was paid an annual retainer of $10,000 for services as a
director in 1997.
Messrs. Arthur Hurand, Charles Biederman and Joseph A. 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 auditors. 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 held one meeting in 1997. The Company
does not have a nominating committee or any committee performing similar
functions.
<PAGE>
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 its
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 1997 except that (i) in April,
1997 Matthew Gould filed an amended Form 5 for the year ended December 1996 and
an amended Form 4 for the month of March 1997, which forms were timely filed, to
reflect shares of Common Stock acquired by Gould under the Company's
Distribution Reinvestment Plan ("DRIP"), and (ii) in April, 1997 Fredric H.
Gould and Marshall Rose filed amendments to Form 4's for the months of March,
1997 and February 1997, respectively, which forms were timely filed, to reflect
shares of Common Stock acquired by Gould under the DRIP.
<PAGE>
EXECUTIVE COMPENSATION
Report of the Board of Directors on Executive Compensation
The Audit and Compensation Committee ("Committee") is composed of three
independent non-employee directors. The Committee is responsible for advising
management and the Board of Directors on matters pertaining to compensation
arrangements for executive employees, and also is responsible for administration
of the Company's stock option plans.
In 1997 the only officer who was compensated directly by the Company
was Matthew J. 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 was $141,870 in the
aggregate in 1997, excluding the CEO, and did not exceed $100,000 as to any
executive officer other than the CEO.
Compensation of Chief Executive Officer
In determining the CEO's compensation the Committee makes reference to
the 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. The determination of the CEO's compensation is subjective.
<PAGE>
For 1997 the Committee determined to compensate the CEO at a base
annual salary of $140,000. The Compensation Committee, at the request of the
CEO, did not authorize a bonus for the CEO for 1997, although the Committee was
of the opinion that the quality of the CEO's services would indicate the
appropriateness of a bonus and were it not for the CEO's specific request a
bonus would have been authorized.
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.
<PAGE>
Annual Component: Base Salary and Bonus
Base salaries are determined based upon 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. The determination by the Compensation
Committee of base compensation is subjective in nature and is not based on any
structured formula. In determining compensation, in addition to looking
carefully at compensation arrangements in the industry, the Committee takes into
account the diligence and expertise which the executive officer demonstrates in
managing the business affairs of the Company. Among other things the
Compensation Committee will examine the gross revenues, operating income, funds
from operations, cash distributions paid to common stockholders and the market
price of the Company's Common Stock. None of these factors individually will be
determinative, but the Committee will examine all of these measures to arrive at
the base annual compensation of the executive officers.
With respect to annual bonuses, the determination by the Compensation
Committee is subjective in nature and is not based on 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 stockholders 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
number of years. Under the Company's stock option plans, 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), in increments of 25% per year on a cumulative basis. Stock
options are the only form of long term incentive currently used by the Company.
Since the Compensation Committee believes that the grant of options is
a valuable tool in providing incentive to executive officers (as well as to
employees) for the creation of shareholder value, options are granted annually.
Respectfully submitted,
Board of Directors
Joseph A. Amato
Charles Biederman
Arthur Hurand
<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 years ended December 31, 1997,
1996 and 1995 for the Chief Executive Officer of the Company. No executive
officer of the Company other than the Chief Executive Officer, received,
directly or indirectly, annual compensation in 1997, 1996 or 1995 in excess of
$100,000.
Annual Compensation Long Term
------------------- Compensation
------------
Other
Annual Stock
Name and Principal Salary Bonus Compen- Options/ All Other
Position Year $ $(1) sation(2) Shares(#) Compensation (3)
-------- ---- - ---- --------- --------- ----------------
Matthew J. Gould 1997 $140,000 $ 0 - 6,000 $9,600
President and 1996 132,000 0 - 10,578
Chief Executive 1995 125,000 25,000 - 8,789
Officer
- ---------------
(1) The $25,000 bonus reflected for 1995 was awarded by the Compensation
Committee subsequent to completion of the 1995 financial statements
and although attributable to 1995 the $25,000 was not paid or
accrued until 1996.
(2) The only type of Other Annual Compensation for the Chief Executive
Officer was reimbursement to REIT Management Corp., an affiliated
entity, for an allocated portion of pension expense paid for the
Chief Executive Officer (see footnote 3 below).
(3) Represents the amount reimbursed by the Company to an affiliated
entity for an allocated portion of the pension expense paid for the
Chief Executive Officer.
Stock Option Plans
The Company's directors adopted a stock option plan on October 16,
1989 covering 110,000 shares ("1989 Plan") and a stock option plan on December
6, 1996 covering 125,000 shares ("1996 Plan"). Both plans were approved by
stockholders. Options are granted at per share exercise prices at least equal to
the fair market value on the date of grant. Neither the 1989 Plan or the 1996
Plan provides for stock appreciation rights.
<PAGE>
Options Granted in 1997
The following table sets forth information concerning the grant of
stock options in 1997 to the Company's Chairman of the Board and President and
Chief Executive Officer.
<TABLE>
<CAPTION>
Individual Grants(1)
Potential Realizable
% of Total Value at Assumed
Options Annual Rates of Stock
Granted Exercise or Price Appreciation For
Options to Employees Base Price Option Term (2)
Name Granted (1) in Fiscal Year ($/sh) Expiration Date 5% 10%
- ---- ----------- -------------- ------ --------------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Fredric H. Gould 4,500 11% $13.50 3/20/02 $3,037 $6,075
Matthew J. Gould 6,000 15% $13.50 3/20/02 $4,050 $8,100
(1) Options were granted on March 21, 1997.
(2) These amounts, based on assumed appreciation rates of 5% and 10% prescribed
by the Securities and Exchange Commission rules, are not intended to forecast
possible appreciation of the Company's stock price. These numbers do not take
into account certain provisions of options providing for termination of the
option following termination of employment, non-transferability or phased-in
vesting. The Company did not use an alternate formula for a grant date valuation
as it is not aware of any formula which will determine with reasonable accuracy
a present value based on future unknown or volatile factors. Future compensation
resulting from option grants is based solely on the performance of the Company's
stock price.
</TABLE>
<PAGE>
Stock Options Exercised and Fiscal Year End Option Values in 1997
The following table sets forth information with respect to the exercise of stock
options by the Company's Chairman of the Board and President and Chief Executive
Officer in 1997 and the number and value of unexercised options held by each of
them at December 31, 1997:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at Fiscal Year End at Fiscal Year End (2)
Acquired Value
Name on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fredric H. Gould 9,000 $37,688 1,125 3,375 $5,766 $17,297
Matthew J. Gould - - 1,500 4,500 7,688 23,063
- -----------
(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, 1997,
which was $14-1/4 per share) less the aggregate exercise price for
such shares.
</TABLE>
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 graph
assumes $100 was invested on December 31, 1992 in the Company's Common Stock,
the S&P 500 Index and the peer group indices and assumes the reinvestment of
dividends.
Cumulative Total Return
============================================
12/92 12/93 12/94 12/95 12/96 12/97
============================================
One Liberty Properties, Inc. 100 136.08 141.13 190.41 210.59 252.34
S & P 500 100 110.08 111.53 153.45 188.68 251.64
Nareit Hybrid REIT 100 121.18 126.03 155.01 200.51 222.07
Nareit Equity REIT 100 119.65 123.45 147.30 192.48 231.47
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following relationships should be noted: Fredric H. Gould,
Chairman of the Board of the Company, is Chairman of the Board of BRT Realty
Trust, ("BRT"), a General Partner of Gould Investors L.P. ("Gould") and an
executive officer and sole shareholder of Georgetown Partners, Inc.,
("Georgetown"), managing general partner of Gould. Matthew J. Gould, President
and Chief Executive Officer of the Company, is a Vice President of BRT and
President of the managing general partner of Gould and Jeffrey A. Gould, a Vice
President of the Company, is President of BRT and Vice President of the managing
general partner of Gould. In addition, David W. Kalish, Simeon Brinberg, Nathan
Kupin and Mark H. Lundy, executive officers of the Company, are executive
officers of BRT and executive officers of the managing general partner of Gould.
Nathan Kupin also serves as a Trustee of BRT. Marshall Rose is a director of the
Company and a trustee of BRT and served as a general partner of Gould until
November 30, 1997. Arthur Hurand is a director of the Company and a trustee of
BRT.
The Company and related entities, including Gould, occupy common
office space and use certain personnel in common. In 1997, $179,260 of common
general and administrative expenses, including rent, telecommunication services,
computer services, bookkeeping, secretarial and other clerical services and
legal and accounting services, were allocated to the Company. This amount
includes $43,523, $47,520 and $11,595, allocated to the Company for legal
services and accounting services (a portion of which was capitalized) performed
by Simeon Brinberg and Mark H. Lundy and David W. Kalish, respectively. 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.
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 mortgage 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, 1997 its principal balance had been
reduced to approximately $7,974,000. The largest aggregate amount outstanding on
this indebtedness during 1997 was $8,387,000. Interest income, including
amortization of the discount of $334,200, amounted to $832,579 for the year
ended 1997. 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 unanimously approved by the
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.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company selected the firm of Ernst &
Young LLP, as independent auditors to audit the books, records and accounts of
the Company for the year ending December 31, 1998. Representatives of Ernst &
Young LLP are expected to be present at the Meeting and will have the
opportunity to make a statement it 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.
STOCKHOLDER PROPOSALS
Stockholders desiring to submit a proposal to the stockholders of the
Company for inclusion in the proxy materials for the Annual Meeting of
Stockholders anticipated to be held in June 1999, must submit such proposal in
writing no later than February 12, 1999, 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, 1997 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, 1997 will be supplied to stockholders
without charge upon written request similarly directed.
PROXY98
<PAGE>
ONE LIBERTY PROPERTIES, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
JUNE 12, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PREFERRED STOCK
The undersigned hereby appoints FREDRIC H. GOULD, MATTHEW J. GOULD AND
MARKK H. LUNDY, 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 21, 1998 at the
Annual Meeting of Stockholders to be held on June 12, 1998 or any adjournments
thereof.
1. Election of one Class 3 Director
|_| FOR THE NOMINEE |_| WITHHELD
Nominee: Joseph A. Amato
|_| INSTRUCTIONS: To withhold authority to vote
for the nominee, place an "X" in the box on the
left: and strike a line through the nominee's name.
For Against Abstain 2. Appointment of Ernst & Young LLP as independent
\ \ \ \ \ \ auditors for the year ending December 31, 1998
3. 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 number directed hereby by
the undersigned stockholder.
<PAGE>
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE:
Dated:_______________________________, 1998
________________________________________L.S.
________________________________________L.S.
(NOTE: PLEASE SIGN EXACTLY, AS YOUR NAME
APPEARS HEREON. EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD INDICATE WHEN SIGNING,
GIVING FULL TITLE AS SUCH. IF SIGNER IS A
CORPORATION, EXECUTE IN FULL CORPORATE NAME BY
AUTHORIZED OFFICER. IF SHARES ARE HELD IN THE
NAME OF TWO OR MORE PERSONS. ALL SHOULD SIGN.)
<PAGE>
ONE LIBERTY PROPERTIES, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
JUNE 12, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
COMMON STOCK
The undersigned hereby appoints FREDRIC H. GOULD, MATTHEW J. GOULD AND
MARK H. LUNDY, 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, $1.00 par value per share, of One Liberty Properties,
Inc. held of record by the undersigned on April 21, 1998 at the Annual Meeting
of Stockholders to be held on June 12, 1998 or any adjournments thereof.
1. Election of one Class 3 Director
\ \ FOR THE NOMINEE \ \ WITHHELD
Nominee: Joseph A. Amato
\ \ INSTRUCTIONS: To withhold authority to vote
for the nominee, place an "X" in the box on the
left and strike a line through the nominee's name.
For Against Abstain 2. Appointment of Ernst & Young LLP as independent
\ \ \ \ \ \ auditors for the year ending December 31, 1998.
3. 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 number directed hereby by
the undersigned stockholder.
<PAGE>
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE:
Dated:_____________________________, 1998
______________________________________L.S.
______________________________________L.S.
(NOTE: PLEASE SIGN EXACTLY, AS YOUR NAME
APPEARS HEREON. EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD INDICATE WHEN SIGNING,
GIVING FULL TITLE AS SUCH. IF SIGNER IS A
CORPORATION, EXECUTE IN FULL CORPORATE NAME BY
AUTHORIZED OFFICER. IF SHARES ARE HELD IN THE
NAME OF TWO OR MORE PERSONS. ALL SHOULD SIGN.)
<PAGE>
