ONE LIBERTY PROPERTIES, INC.
60 CUTTER MILL ROAD
Suite 303
Great Neck, New York 11021
-----------
Notice of 1999 Annual Meeting of Stockholders
-----------
Wednesday, June 9, 1999
9:00 a.m., Eastern Time
Suite 303
60 Cutter Mill Road
Great Neck, NY 11021
AGENDA
1. To elect two Directors to hold office for a term expiring in 2002.
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for 1999.
3. To transact any other business properly brought before the meeting.
Holders of record at the close of business on April 16, 1999 will be
entitled to vote at the meeting and any adjournment thereof.
To assure that your vote will be counted, please complete, date and
sign the enclosed proxy and return it in the enclosed prepaid envelope, whether
or not you plan to attend the meeting. Registered holders can also vote by phone
by calling 1-800-PROXIES (776-9437). Telephone voting information is provided on
the proxy card. 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 26, 1999
<PAGE>
TABLE OF CONTENTS
PAGE NO.
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Questions and Answers About the Meeting 2
Proposals to be Voted on 5
Re-election of Directors 5
Ratification of Ernst & Young LLP as Independent Auditors 5
Board of Directors 6
Information Concerning Nominees and Directors Continuing in Office 6
Directors' Meetings; Committees of the Board 7
Compliance with Section 16(a) of the Securities Exchange Act of 1934 7
Principal Stockholders 8
Security Ownership of Directors and Officers 9
Executive Compensation 10
Report of the Board of Directors on Executive Compensation 10
Summary Compensation Table 12
Stock Option Information 12
Certain Relationships and Related Transactions 15
Performance Graph 16
Additional Information 16
<PAGE>
ABOUT THE MEETING
Q: What is the purpose of the Annual Meeting?
A: At the Company's Annual Meeting, stockholders will vote on the matters
listed in the accompanying notice of meeting, namely the re-election of two
directors (Messrs. Rose and Biederman), the ratification of the appointment of
the Company's independent auditors (Ernst & Young LLP), and such other matters
as may properly come before the meeting.
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Q: Who is entitled to vote?
A: The Company is mailing this Proxy Statement on or about April 26, 1999
to its stockholders of record on April 16, 1999. Stockholders as of the close of
business on the record date (April 16, 1999) are entitled to vote their shares
of Common Stock and $16.50 Cumulative Convertible Preferred Stock held on that
date. Each outstanding share of Common Stock is entitled to one vote and each
outstanding share of Preferred Stock is entitled to one-half vote. The Common
Stock and Preferred Stock (collectively the "Voting Stock") will vote together
as a single class. As of April 16, 1999, there were outstanding and entitled to
vote at the meeting 2,956,146 shares of Common Stock and 806,376 shares of
Preferred Stock.
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Q: How do I vote?
A: If you complete, sign and date the accompanying proxy card and return it in
the prepaid envelope, your shares will be voted confidentially and according to
your instructions. If you do not mark any selections but return the signed proxy
card, your shares will be voted by the proxy in favor of the two proposals. The
proxy of a stockholder who is a participant in the Company's Dividend
Reinvestment Plan will also serve as an instruction to vote the shares held for
the account of the participant in the manner indicated on the proxy card.
Registered holders (those who hold shares directly rather than through a bank or
broker) can simplify their voting by calling 1-800-PROXIES (776-9437). Telephone
voting information is provided on the proxy card. If you do vote by telephone,
it is not necessary to return your proxy card. If you attend the meeting, you
may deliver your completed proxy or vote in person.
If a stockholder wishes to name as a proxy someone other than the proxies named
on the proxy card, he, she or it may do so by crossing out the name of the
designated proxies and inserting the name of another person. In that case it
will be necessary to sign the proxy card and deliver it to the person so named
and for the person so named to be present at and vote at the meeting. Proxy
cards so marked should not be mailed to the Company or American Stock Transfer
and Trust Company.
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Q: What does it mean if I get more than one proxy card?
A: It indicates that your shares are registered differently and are held in
more than one account. You should complete, sign, date and return all proxy
cards so that all of your shares are voted. We encourage you to have as many
accounts as possible registered in the same name and address. You may do this by
calling our transfer agent, American Stock Transfer and Trust Company at (800)
937-5449.
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Q: Who will count the vote?
A: Representatives of American Stock Transfer and Trust Company will
tabulate the votes and act as inspector of elections.
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Q: Can I revoke my proxy before it is exercised?
A: A stockholder who holds stock in his, her or its name may revoke a proxy
with a later dated, properly executed proxy or written revocation delivered to
the Company's Secretary at any time before the polls for the meeting are closed.
The proxy holders' powers may also be suspended if you attend the meeting and
notify the Secretary at the meeting that you would like to change your vote or
vote in person. A stockholder who holds stock in a brokerage account must
contact the broker and comply with the broker's procedures if he, she or it
wants to revoke or change the instructions that the stockholder returned to the
broker. Attendance at the meeting will not automatically revoke a previously
granted proxy.
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Q: What constitutes a quorum?
A: A quorum is the presence in person or by proxy of stockholders holding a
majority of the voting power of the Company. Abstentions and withhold-authority
votes will be included for purposes of determining a quorum and for purposes of
calculating the vote, but will have the same effect as a vote against the
proposal. Broker non-votes will be included for purposes of determining a
quorum, but will not be considered to be represented at the meeting for purposes
of calculating the vote.
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Q: How many votes does it take to approve the items to be voted upon?
A: Directors are elected by the affirmative vote of a plurality of the voting
power of the Company present at the meeting in person or by proxy. This means
that assuming a quorum is present at the meeting, the two director nominees will
be elected if they receive a majority of the votes cast for directors. The
affirmative vote of a majority of the shares having voting power present in
person or represented by proxy at the meeting is needed to ratify the
appointment of Ernst & Young LLP.
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Q: Who is soliciting my vote and who pays the cost?
A: The Company is soliciting votes for the meeting and is paying the entire
cost of the solicitation, including preparing and mailing this Proxy Statement.
The Company will reimburse banks, brokerage firms, custodians nominees and
fiduciaries for their reasonable expenses in sending proxy materials to the
beneficial owners of shares of Common Stock and Preferred Stock. Proxies may
also be solicited personally, by mail, by telephone, by facsimile or by
telegraph, by the directors, officers or other employees of the Company, without
remuneration other than regular compensation.
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Q: When are stockholder proposals due for the year 2000 Annual Meeting?
A: If a stockholder wants a proposal to be included in the Company's Proxy
Statement for the year 2000 Annual Meeting of stockholders, the proposal, in
writing and addressed to the Company's Secretary, must be received by the
Company no later than December 28, 1999. Upon timely receipt of any such
proposal, the Company will determine whether or not to include such proposal in
the Proxy Statement in accordance with applicable regulations governing the
solicitation of proxies.
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Q: What other information about One Liberty is available?
A: The Company's stockholders can call (516) 466-3100 or write to the Company at
60 Cutter Mill Road, Great Neck, NY 11021, Attention: Secretary to request a
copy of our Annual Report on Form 10-K. This and other important information
about the Company is also available on the Company's web site which can be
accessed at www.1liberty.com. The Company's Annual Report to Stockholders
accompanies this Proxy Statement.
<PAGE>
PROPOSALS TO BE VOTED ON
Re-Election Of Directors
The number of directors is currently established at five directors divided
into three classes. Each class is elected to serve a three year term and classes
are elected on a staggered basis. The Board of Directors proposes that Marshall
Rose and Charles Biederman, both of whom are currently serving as directors, be
re-elected for a new term of three years and until their successors are duly
elected and qualified. Biographical information for each of the nominees is
provided on page 4.
It is not contemplated that either of the nominees will be unable to stand
for election. Should either nominee become unavailable for election, all proxies
(except proxies marked to the contrary) will be voted for the election of a
substitute nominee nominated by the Board of Directors.
If any director is unable to serve his full term, the Board, by majority
vote of the directors then in office, may designate a substitute. The director
chosen by the Board shall hold office for a term expiring at the annual meeting
of stockholders at which the term of the class to which the director has been
elected expires.
The affirmative vote of a plurality of the voting power of the Company
present in person or represented by proxy at the 1999 Annual Meeting is required
for the election of each nominee for director. Unless otherwise specified, the
proxies received will be voted for the election of the listed nominees.
Ratification Of Ernst & Young LLP As Independent Auditors
The Board of Directors has appointed Ernst & Young LLP as the independent
auditors to examine the accounts of the Company for the 1999 fiscal year. Ernst
& Young LLP and its predecessors have been serving the Company in this capacity
for nine years. A member of Ernst & Young LLP is expected to be in attendance at
the Annual Meeting with the opportunity to make a statement and respond to
questions.
The Board of Directors recommends that stockholders vote for ratification
of the appointment of Ernst & Young LLP as the Company's independent auditors
for fiscal 1999. In the event that ratification of the Board of Director's
selection of auditors is not approved by the affirmative vote of a majority of
the shares having voting power present in person or represented by proxy at the
meeting, the selection of independent auditors will be reconsidered by the Board
of Directors.
<PAGE>
BOARD OF DIRECTORS
The following table sets forth certain information, as to the nominees
for director and directors whose terms will continue after the Annual Meeting.
Principal Occupation For The Past
Name and Age Five Years and other Directorships
- ------------ ----------------------------------
Class 2 - Nominees for election to class serving until the 2002 Annual Meeting
Marshall Rose Director of the Company since June 1989;
62 Years Real estate consultant; Trustee of BRT Realty Trust;
President of Georgetown Equities, Inc.; Director of
Estee Lauder, Inc.; Director of Golden Book Family
Entertainment , Inc.
Charles Biederman Director of the Company since June 1989; Real estate
65 Years developer; Vice Chairman of Sunstone Hotel
Investors, Inc.
Class 1 - To continue in office until the 2000 Annual Meeting
Fredric H. Gould Chairman of the Board of the Company since June 1989;
63 Years General Partner of Gould Investors L.P., a limited
partnership engaged in real estate ownership, and an
executive officer and Chairman of Georgetown
Partners, Inc., the managing general partner of Gould
Investors L.P.; 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 Sunstone Hotel Investors,
Inc.; Director of East Group Properties, Inc.
Arthur Hurand Director of the Company since June 1989; Private
82 years investor; Trustee of BRT Realty Trust.
Class 3 - To continue in office until the 2001 Annual Meeting
Joseph A. Amato Director of the Company since June 1989; Real estate
62 Years developer; Managing partner of the Kent Companies.
<PAGE>
Directors' Meetings; Committees of the Board
The Company's Board of Directors generally holds quarterly meetings.
When appropriate, directors take action by unanimous consent. In 1998 the Board
of Directors held four meetings and transacted business on one occasion by
unanimous consent. Each director of the Company attended all of the meetings of
the Board of Directors of the Company during 1998 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 1998.
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 1998.
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 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 1998 except as herein noted.
Although a Form 4 for October, 1998 reflecting the purchase of 100 shares of
Common Stock by Simeon Brinberg, a Vice President of the Company, was filed in a
timely fashion with the American Stock Exchange, it was not forwarded to the SEC
for filing due to inadvertence. A Form 5 reflecting the transaction was filed
with the SEC on April 16, 1999 (approximately five months late) when the failure
to forward the Form 4 to the SEC was discovered. In addition, Gould Investors
L.P., which owns in excess of 10% of the Company's shares, filed an amendment in
April 1999 to the Form 4 filed in September 1998 to decrease by 44 shares the
number of shares distributed by Gould Investors L.P. to its partners. The lesser
number of shares distributed was a result of payments made by Gould Investors
L.P. to its partners for fractional shares.
<PAGE>
PRINCIPAL STOCKHOLDERS
The table below indicates those persons whom management believes to be
beneficial owners of more than 5% of the voting power of the Company. The
information is based in part on reports filed with the Company and the
Securities Exchange Commission as of April 16, 1999 in accordance with Section
13(g) of the Securities Exchange Act of 1934, as amended.
NUMBER OF SHARES OF PERCENT OF
COMMON STOCK/PREFERRED COMMON STOCK/ PERCENT OF
NAME AND ADDRESS STOCK BENEFICIALLY OWNED PREFERRED STOCK VOTING POWER
- ---------------- ------------------------ --------------- ------------
Gould Investors L.P. (1)
60 Cutter Mill Road
Great Neck, NY 11021 958,705/0 32.1/0 28.3
Fredric H. Gould (1) (2) (4)
60 Cutter Mill Road
Great Neck, NY 11021 1,289,296/7,500 43.2/* 38.2
Matthew Gould (1) (3) (4)
60 Cutter Mill Road
Great Neck, NY 11021 1,058,696/8,900 35.5/1.1 31.4
P. Oppenheimer Investment
Partnership L.P. and
Oppenheimer Close, Inc.
119 West 57th Street
New York, NY 10011 256,000/6,000 8.7/* 7.7
* Less than 1%
- -------------
(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 183,067 shares of Common Stock owned directly, 958,705 shares of
Common Stock owned by Gould Investors L.P. and 144,149 owned by entities and
trusts over which Mr. Gould has sole or shared voting and dispositive power.
Does not include 36,430 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 87,181 shares of Common Stock owned directly, 8,685 shares of
Common Stock owned as custodian for minor children (as to which shares Mr. Gould
disclaims any beneficial interest), and 958,705 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 2,236 shares of Common stock owned by Mr.
Gould's spouse, as to which shares Mr. Gould disclaims any beneficial interest.
(4) Includes all currently exercisable options and options which are exercisable
within 60 days.
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table shows the Common Stock and Preferred Stock ownership of
the Company's directors, the executive officers named in the Summary
Compensation Table and the directors and executive officers of the Company as a
group as of April 16, 1999.
<TABLE>
<CAPTION>
Common Stock Preferred Stock Exercisable Percent
NAME Owned (1) (2) Owned Options of Voting Power
- ---- ------------- ------------------- ------------- ---------------
<S> <C> <C> <C> <C>
Joseph A. Amato 219 0 0 *
Charles L. Biederman 5,000 0 0 *
Fredric H. Gould (1) (2) 1,285,921 7,500 3,375 38.2(5)
Matthew Gould (1) (3) 1,054,571 8,900 4,125 31.4(5)
Arthur Hurand 33,793 0 0 *
Marshall Rose (4) 159,369 0 0 4.7
Directors and officers as a group 1,754,850 34,752 29,125 53.2(5)
(13 individuals)
</TABLE>
* Less than 1%
- ------------
(1) Fredric H. Gould is a 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. Gould Investors L.P. owns 958,705 shares of Common Stock
of the Company.
(2) Includes 183,067 shares of Common Stock owned directly, 958,705 shares of
Common Stock owned by Gould Investors L.P. and 144,149 shares of Common Stock
owned by entities and trusts over which Mr. Gould has sole or shared voting and
dispositive power. Does not include 36,430 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 87,181 shares of Common Stock owned directly, 8,685 shares of
Common Stock owned as custodian for minor children (as to which shares Mr. Gould
disclaims any beneficial interest) and 958,705 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 2,236 shares of Common Stock owned by Mr.
Gould's spouse, as to which shares Mr. Gould disclaims any beneficial interest.
(4) Includes 23,748 shares of Common Stock owned directly and 135,621 shares of
Common Stock owned by entities and trusts over which Mr. Rose has sole or shared
voting and dispositive power.
(5) Includes all currently exercisable options and options which are exercisable
within 60 days.
<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 1998 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 $116,369 in the
aggregate in 1998, 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 considers the
services rendered and to be rendered by the CEO, and takes into account the
scope of the Company's business. The determination of the CEO's compensation is
subjective.
<PAGE>
For 1998 the Committee determined to compensate the CEO at a base
annual salary of $147,500. The Compensation Committee, at the request of the
CEO, did not authorize a bonus for the CEO for 1998, although the Committee was
of the opinion that the quality of the CEO's services and the increased business
activities of the Company 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. 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 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 asset size of the Company, growth in the Company's asset base, 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, success of the property
acquisition program, revenues and the increase thereof, 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. The Committee has
determined to propose to the Board for 1999 an overall bonus plan for executive
officers of the Company.
Long Term Compensation: Stock Options
Stock options are 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, 1998,
1997 and 1996 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 1998, 1997 or 1996 in excess of
$100,000.
<TABLE>
<CAPTION>
Annual Compensation Long Term
------------------- ---------
Compensation
------------
Other
Annual Stock
Name and Principal Compen- Options/ All Other
Position Year Salary $ Bonus $ sation $(1) Shares (#) Compensation (1) (2)
- ------------------ ------ --------- -------- ------------ ------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Matthew J. Gould 1998 $147,500 $ 0 - 4,500 10,114
President and 1997 140,000 0 - 6,000 9,600
Chief Executive 1996 132,000 0 - - 10,578
</TABLE>
- ---------------
(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.
(2) 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 Information
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 1998
The following table sets forth information concerning the grant of
stock options in 1998 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% $14.50 3/21/03 $3,263 $6,525
Matthew J. Gould 4,500 11% $14.50 3/21/03 $3,263 $6,525
(1) Options were granted on March 23, 1998.
(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 the options providing for termination of the
options 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 1998
No options were exercised in 1998. The following table sets forth the number and
value of unexercised options held by the Company's Chairman of the Board and
President and Chief Executive Officer at December 31, 1998:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End at Fiscal Year End (1)
Shares -------------------------- ----------------------
Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fredric H. Gould - - 3,375 5,625 - -
Matthew J. Gould - - 4,125 6,375 - -
- -----------
(1) Based on the closing price on December 31, 1998, which was $12 3/8
per share, all unexercised options were out-of-the money at fiscal
year end.
</TABLE>
<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, Israel
Rosenzweig and Mark H. Lundy, executive officers of the Company, are executive
officers of BRT and executive officers of the managing general partner of Gould.
Marshall Rose and Arthur Hurand are directors of the Company and trustees of
BRT.
The Company and related entities, including Gould, occupy common
office space and use certain personnel (accounting, bookkeeping, secretarial) in
common. In 1998, $202,088 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 $41,567, $8,087 and $26,643,
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. In addition, in 1998 $65,299 was paid to Brinberg
& Lundy, a law firm in which Messrs. Brinberg and Lundy are partners, for
services rendered in the acquisition of properties and in connection with the
Company's rights offering to Stockholders. The fees paid to Brinberg & Lundy
were no greater than fees which would have been paid to unaffiliated persons for
comparable services.
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 secured 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 included 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. On September 16,
1998 the Company received a payoff in full of this mortgage in the amount of
$7,582,163, $2,080,918 of which represented the unamortized balance of the
discount (which the Company realized as interest income). The largest aggregate
amount outstanding on this indebtedness during 1998 was $7,974.030.
<PAGE>
PERFORMANCE GRAPH
The following graph assumes $100.00 was invested on December 31, 1993 in the
Company's Common Stock, the S&P 500 Stock Index, and two peer group indexes
consisting of publicly traded hybrid REIT's and publicly traded equity REIT's.
The cumulative total shareholder return is computed assuming reinvestment of
dividends.
ADDITIONAL INFORMATION
As of the date of this Proxy Statement, the Company does not know of any
business that will be presented for consideration at the Annual Meeting other
than the items referred to in the Notice of the Meeting. If any other matter is
properly brought before the meeting for action by stockholders, the holders of
the proxies will vote and act with respect to the business in accordance with
their best judgment. Discretionary authority to do so is conferred by the
enclosed proxy.
Great Neck, N.Y. By order of the Board of Directors
April 26, 1999 Mark H. Lundy, Secretary
<PAGE>
ONE LIBERTY PROPERTIES, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
JUNE 9, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PREFERRED 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 on the reverse
side, all the shares of $16.50 Cumulative Convertible Preferred Stock of One
Liberty Properties, Inc. held of record by the undersigned on April 16, 1999 at
the Annual Meeting of Stockholders to be held on June 9, 1999 or any
adjournments thereof.
(TO BE SIGNED ON REVERSE SIDE)
- -----------------------------------------------------------------------
TO VOTE BY MAIL
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.
YOUR CONTROL NUMBER IS _________
1. Election of two Class 2 Directors
/ / FOR THE NOMINEE / / WITHHOLD AUTHORITY TO VOTE
FOR NOMINEE
Nominees: Marshall Rose, Charles Biederman
/ / INSTRUCTIONS: To withhold authority to vote
for a nominee, place an "X" in the withhold authority box
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, 1999
/ / / / / /
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:
--------------------------------, 1999
------------------------------------ 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 9, 1999
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 on the reverse
side, 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 16, 1999 at the
Annual Meeting of Stockholders to be held on June 9, 1999 or any adjournments
thereof.
(TO BE SIGNED ON REVERSE SIDE)
- -----------------------------------------------------------------------
TO VOTE BY MAIL
Please date, sign and mail your proxy card in the envelope provided as soon as
possible.
TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)
Please call toll-free 1-800-PROXIES and follow the instructions. Have your
control number and the proxy card available when you call.
YOUR CONTROL NUMBER IS _________
1. Election of two Class 2 Directors
/ / FOR THE NOMINEE / / WITHHOLD AUTHORITY TO
VOTE FOR NOMINEE
Nominees: Marshall Rose and Charles Biederman
INSTRUCTIONS: To withhold authority to vote for a
nominee, place an "X" in the withhold authority box
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, 1999.
/ / / / / /
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:
---------------------------------, 1999
--------------------------------- 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>
