ONE LIBERTY PROPERTIES, INC.
60 CUTTER MILL ROAD
Suite 303
Great Neck, New York 11021
(516) 466-3100
Notice of Annual Meeting of Stockholders
-----------
Thursday, June 8, 2000
9:00 a.m., Eastern Time
Suite 303
60 Cutter Mill Road
Great Neck, NY 11021
AGENDA
1. To elect three Directors to hold office for a term expiring in 2003.
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for 2000.
3. To transact any other business properly brought before the meeting.
Holders of record at the close of business on April 19, 2000 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
telephone by calling 1-800-PROXIES (776-9437) or via the Internet by accessing
www.voteproxy.com. Telephone and internet 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, 2000
<PAGE>
TABLE OF CONTENTS
PAGE NO.
--------
Questions and Answers About the Meeting 1
Proposals to be Voted on 3
Election of Directors 3
Ratification of Ernst & Young LLP as Independent Auditors 3
Board of Directors 4
Information Concerning Nominees and Directors Continuing
in Office 4
Directors' Meetings; Committees of the Board 5
Compliance with Section 16(a) of the Securities
Exchange Act of 1934 5
Principal Stockholders 6
Security Ownership of Directors and Officers 7
Executive Compensation 8
Report of the Board of Directors on Executive Compensation 8
Summary Compensation Table 10
One Liberty Pension Plan 10
Stock Option Information 10
Certain Relationships and Related Transactions 12
Performance Graph 13
Additional Information 13
<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 election of three directors
(James J. Burns, Fredric H. Gould and Arthur Hurand), 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, 2000 to its
stockholders of record on April 19, 2000. Stockholders as of the close of
business on the record date 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 19, 2000, there were outstanding and entitled to vote at the
meeting 2,989,075 shares of Common Stock and 654,658 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) or by
accessing the Internet website www.voteproxy.com. Telephone voting information
and internet voting information is provided on the proxy card. If you do vote by
telephone or via the internet, 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 or she 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 or
vote all shares by telephone voting or via the internet in order 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 or her 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 or she 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 three 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 2001 Annual Meeting?
A: If a stockholder wants a proposal to be included in the Company's Proxy
Statement for the 2001 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 27, 2000. 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
Election Of Directors
The number of directors is currently established at eight 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 James J.
Burns, Fredric H. Gould and Arthur Hurand each be elected for a term of three
years and until their successors are duly elected and qualified. Messrs. Gould
and Hurand are currently serving as directors. Mr. Burns is being proposed for
the first time. Biographical information for each of the nominees is provided on
page 4.
It is not contemplated that any of the nominees will be unable to stand for
election. Should any 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 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 2000 fiscal year. Ernst
& Young LLP has been serving the Company in this capacity for ten 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 2000. 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
Five Years and other Directorships
Name and Age or Significant Affiliations
- ------------ ---------------------------
Class 1 - Nominees for election to serve until the 2003 Annual Meeting
James J. Burns Senior Vice President and Chief Accounting Officer of
60 Years Wellsford Real Properties, Inc.from October, 1999 to
the present; partner of Ernst & Young LLP, certified
public accountants from June 1, 1995 to September 30,
1999; and for twenty years prior thereto, a partner
of Kenneth Leventhal & Company, certified public
accountants.
Fredric H. Gould Chairman of the Board of the Company since June 1989
64 Years and Chief Executive Officer since December, 1999;
General Partner of Gould Investors L.P., a limited
partnership engaged in real estate ownership, 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 of REIT Management Corp.,
advisor to BRT Realty Trust; Director of East Group
Properties, Inc.; Director of Yonkers Financial Corp.
Arthur Hurand Director of the Company since June 1989; Private
83 Years investor; Trustee of BRT Realty Trust.
Class 2 - To continue in office until the 2002 Annual Meeting
Marshall Rose Director of the Company since June 1989; Real estate
62 Years developer; Chairman of The Georgetown Group, Inc.;
Trustee of BRT Realty Trust; Director of Estee
Lauder, Inc.; Chairman Emeritus of the New York
Public Library; Member of the Executive Committee
of the Board of Advisors of the Graduate School and
University Center of the City University of New York.
Charles Biederman Director of the Company since June 1989; Real estate
65 Years developer; Co-Chairman of Sunstone Hotels, Inc.
Class 3 - To continue in office until the 2001 Annual Meeting
Joseph A. Amato Director of the Company since June 1989; Real estate
63 Years developer; Managing Partner of the Kent Companies.
Jeffrey A. Gould Director of the Company since December, 1999; Senior
34 Years Vice President of the Company; Trustee, President
and Chief Operating Officer of BRT Realty Trust;
Senior Vice President of Georgetown Partners, Inc.
Matthew J. Gould Director of the Company since December, 1999;
40 Years President and Chief Executive Officer of the Company
from June, 1989 to December, 1999 and a Senior Vice
President of the Company since December, 1999;
President of Georgetown Partners, Inc.; Senior Vice
President of BRT Realty Trust.
Fredric H. Gould is the father of Jeffrey A. Gould and Matthew J. Gould.
<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 1999 the Board
of Directors held three 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 1999 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 1999.
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 1999.
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 1999 except as herein noted. A
Form 4 for the month of December, 1999 for Jeffrey Fishman, who became President
of the Company on December 6, 1999, reporting the purchase of Common Stock, was
filed nine days after the due date; in September, 1999 Israel Rosenzweig, a Vice
President of the Company, filed an amendment to a Form 3 filed timely to correct
an error in his indirect ownership; and Gould Investors L.P., Fredric H. Gould,
a general partner of Gould Investors L.P., and Matthew Gould, President of the
corporate managing general partner of Gould Investors L.P., filed amendments in
November, 1999 to correct Form 4's filed timely for the month of August, 1999 to
correct the number of shares of the Company distributed by Gould Investors L.P.
pro rata to its partners.
<PAGE>
PRINCIPAL STOCKHOLDERS
The table below indicates those persons 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 19, 2000 in accordance with Section
13(g) of the Securities Exchange Act of 1934, as amended.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF PERCENT OF PERCENT OF
NAME AND ADDRESS STOCK BENEFICIALLY OWNED STOCK VOTING POWER
- ---------------- ------------------------ --------------- ------------
<S> <C> <C> <C>
Gould Investors L.P. (1)
60 Cutter Mill Road
Great Neck, NY 11021 749,172 Common 24.6 22.2
Fredric H. Gould (1)
60 Cutter Mill Road 1,149,813 Common (2)(4) 37.8 34.2
Great Neck, NY 11021 7,772 Preferred (2) 1.2
Matthew J. Gould (1)
60 Cutter Mill Road 886,146 Common (3) (4) 29.1 26.4
Great Neck, NY 11021 8,900 Preferred (3) 1.4
P. Oppenheimer Investment
Partnership L.P. and
Oppenheimer + Close, Inc.
119 West 57th Street 244,100 Common 8.2 7.7
New York, NY 10011 5,000 Preferred *
* Less than 1%
- -------------
</TABLE>
(1) Fredric H. Gould is general partner of Gould Investors L.P. and he is the
sole shareholder, sole director and Chairman of the Board of the corporate
managing general partner of Gould Investors L.P. Matthew Gould is President of
the corporate managing general partner of Gould Investors L.P.
(2) Includes 207,747 shares of Common Stock owned directly, 749,172 shares of
Common Stock owned by Gould Investors L.P. and 186,019 owned by entities and
trusts over which Mr. Gould has sole or shared voting and dispositive power.
Includes 272 shares of Preferred Stock owned by trusts over which Mr. Gould has
shared voting and dispositive power. Does not include 41,998 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 114,304 shares of Common Stock owned directly, 14,670 shares of
Common Stock owned as custodian for minor children (as to which shares Mr. Gould
disclaims any beneficial interest), and 749,172 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 2,894 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, nominees for director, executive officers named in the
Summary Compensation Table and the directors and executive officers of the
Company as a group as of April 19, 2000.
<TABLE>
<CAPTION>
Common Stock Preferred Stock Exercisable Percent
NAME Owned Owned Options of Voting Power
- ---- ----- ------------------- ------------- ---------------
<S> <C> <C> <C> <C>
Joseph A. Amato 0 0 0 -
James J. Burns 0 0 0 -
Charles L. Biederman 5,000 0 0 *
Fredric H. Gould (1) (2) (6) 1,142,938 7,772 6,875 34.2
Jeffrey A. Gould (3) (6) 98,278 4,002 8,000 3.2
Matthew J. Gould (1) (4) (6) 878,146 8,900 8,000 26.4
Arthur Hurand 45,932 0 0 1.4
Marshall Rose (5) 158,769 0 0 4.7
Directors and officers as a group 1,714,808 35,024 59,125 53.1
(16 individuals) (6)
* Less than 1%
- ------------
(1) Fredric H. Gould is a general partner of Gould Investors L.P. and he is sole
stockholder, sole director and Chairman of the Board of the corporate managing
general partner of Gould Investors L.P. Matthew Gould is President of the
corporate managing general partner of Gould Investors L.P. Gould Investors L.P.
owns 749,172 shares of Common Stock of the Company.
(2) Includes 207,747 shares of Common Stock owned directly, 749,172 shares of
Common Stock owned by Gould Investors L.P. and 186,019 shares of Common Stock
owned by entities and trusts over which Mr. Gould has sole or shared voting and
dispositive power. Includes 272 shares of Preferred Stock owned by trusts over
which Mr. Gould has shared voting and dispositive power. Does not include 41,998
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 95,512 shares of Common Stock and 3,137 shares of Preferred Stock
owned directly and 2,766 shares of Common Stock and 865 shares of Preferred
Stock owned as custodian for minor children (as to which shares Mr. Gould
disclaims beneficial interest). Does not include 1,920 shares of Common Stock
owned by Mr. Gould's spouse, as to which shares Mr. Gould disclaims any
beneficial interest.
(4) Includes 114,304 shares of Common Stock owned directly, 14,670 shares of
Common Stock owned as custodian for minor children (as to which shares Mr. Gould
disclaims any beneficial interest) and 749,172 shares of Common Stock owned by
Gould Investors L.P. With respect to the Preferred Stock, 6,700 shares are owned
directly and 2,200 shares are owned as custodian for minor children (as to which
shares Mr. Gould disclaims any beneficial interest). Does not include 2,894
shares of Common Stock owned by Mr. Gould's spouse, as to which shares Mr. Gould
disclaims any beneficial interest.
(5) Includes 23,148 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.
(6) Includes all currently exercisable options and options which are exercisable
within 60 days.
</TABLE>
<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 1999 the only officers who were compensated directly by the Company
were Matthew J. Gould, President and Chief Executive Officer who served until
December 6, 1999, Jeffrey Fishman who became President and Chief Operating
Officer on December 6, 1999 and Lawrence Ricketts, a Vice President of the
Company. 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 $111,968 in the aggregate in 1999, excluding Matthew J.Gould,and
did not exceed $100,000 as to any executive officer other than Mr. Gould.
Compensation of Chief Executive Officer
In determining the compensation for Matthew J. Gould as President and
Chief Executive Officer in 1999, the Committee considered the services to be
rendered by him, and took into account the scope and growth of the Company's
business. The determination of his compensation was subjective.
For 1999 the Committee determined to compensate Matthew J. Gould at a
base annual salary of $160,000. The Compensation Committee did not authorize a
bonus for Mr. Gould for 1999. Matthew Gould, resigned as President and Chief
Executive Officer of the Company effective December 6, 1999, in order to devote
substantially all of his business time to the affairs of Gould Investors L.P. in
the capacity of President of the corporate managing general partner of Gould
Investors L.P. On that date, Fredric H. Gould was appointed Chief Executive
Officer and Jeffrey Fishman was elected President and Chief Operating Officer of
the Company. Mr. Fredric H. Gould will not receive any compensation from the
Company, except for stock option grants.
Compensation Overview
The Compensation Committee has determined that the annual compensation
of executive officers 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, and the Compensation Committee examines, among other
things, 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
these measures to arrive at the base annual compensation of the executive
officers. In connection with his election as President and Chief Operating
Officer of the Company on December 6, 1999, the Compensation Committee, based on
negotiations between the executive officers of the Company and Jeffrey Fishman,
approved annual compensation for Mr. Fishman for the 2000 fiscal year of
$200,000. The Compensation Committee's determination was based in a significant
part on comparables in the real estate investment community and the
responsibilities of Mr.Fishman.
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 Company's
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.
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, 1999,
1998 and 1997 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 1999, 1998 or 1997 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 $(2) Shares(#) Compensation (2)
- ------------------ ---- -------- ------- ----------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Matthew J. Gould 1999 160,000 0 - 5,000 10,971
President and 1998 147,500 0 - 4,500 10,114
Chief Executive 1997 140,000 0 - 6,000 9,600
Officer (1)
- ---------------
</TABLE>
(1) Mr. Gould, resigned as President and Chief Executive Officer of the
Company effective December 6, 1999. As of that date, he continued to
serve the Company as a Senior Vice President. Fredric H. Gould was
elected Chief Financial Officer on December 6, 1999. He did not
receive any compensation from the Company in 1999, other than stock
option grants (see "Stock Information" below).
(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.
One Liberty Pension Plan
The Company has a non-contributory defined contribution Pension Plan
covering employees. The Pension Plan is administered by Fredric H. Gould, Simeon
Brinberg and David W. Kalish (Messrs. Brinberg and Kalish being non-director
officers of the Company). Annual contributions are based on 15% of an employees
annual earnings, not to exceed $24,000 per employee (increasing to $25,200 in
2000). Partial vesting commences one year after employment, increasing annually
until full vesting is achieved at the completion of five years of employment.
The method of payment of benefits to participants upon retirement is determined
solely by the participant, who may elect a lump sum payment or the purchase of
an annuity, the amount of which is determined primarily by the amount of
contributions. Matthew J. Gould has not participated in the Pension Plan. One
other officer of the Company participates in the Pension Plan, but his annual
compensation is less than $100,000.
Stock Option Information
The Company's directors adopted a stock option plan on October 16, 1989
covering 110,000 shares ("1989 Plan") and a stock option plan on December 6,
1996 covering 125,000 shares ("1996 Plan"). Both plans were approved by
stockholders. Options are granted at per share exercise prices at least equal to
the fair market value on the date of grant (i.e., the closing price of the
Company's Common Stock on the date of grant). Neither the 1989 Plan or the 1996
Plan provides for stock appreciation rights.
<PAGE>
Options Granted in 1999
The following table sets forth information concerning the grant of
stock options in 1999 to the Company's Chairman of the Board and President.
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------------------------------------------
Potential Realizable
% of Total Value at Assumed
Options Annual Rates of Stock
Granted Exercise or Price Appreciation For
Options to Employees Base Price Option Term (3)
Name Granted (2) in Fiscal Year ($/sh) Expiration Date 5% 10%
- ---- ----------- -------------- ---------- --------------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Fredric H. Gould (1) 5,000 10.5% 12.375 3/24/04 $3,094 $6,188
Matthew J. Gould (1) 5,000 10.5% 12.375 3/24/04 $3,094 $6,188
(1) Matthew J. Gould resigned as President and Chief Executive Officer of the
Company on December 6, 1999 and on that date Fredric H. Gould was elected Chief
Executive Officer. Matthew J. Gould continues to serve as an executive officer
of the Company.
(2) Options were granted on March 25, 1999.
(3) 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 1999
No options were exercised in 1999. The following table sets forth the number and
value of unexercised options held by the Company's Chairman of the Board and
President at December 31, 1999:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year End at Fiscal Year End (2)
Shares -------------------------- ----------------------
Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fredric H. Gould (1) - - 6,875 7,125 781 2,344
Matthew J. Gould (1) - - 8,000 7,500 781 2,344
- -----------
(1) Matthew J. Gould resigned as President and Chief Executive Officer
of the Company on December 6, 1999. Fredric H. Gould , who serves as
Chairman of the Board, was elected Chief Executive Officer on that
date. Matthew J. Gould continues to serve as an executive officer of
the Company.
(2) Based on the closing price on December 31, 1999, which was $13 per
share. The options granted in 1999 at a per share option price of
$12.375 were in-the-money at December 31, 1999. The options which
were granted in 1997 and 1998 at per share exercise prices of $13.50
and $14.50, respectively, 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 and Chief Executive Officer of the Company, is Chairman of
the Board of BRT Realty Trust ("BRT"), a General Partner of Gould Investors L.P.
("Gould") and Chairman of the Board and sole shareholder of Georgetown Partners,
Inc., ("Georgetown"), managing general partner of Gould; Matthew J. Gould,
President and Chief Executive Officer of the Company through December 6, 1999
and a Senior Vice President since December 6, 1999 is a Senior Vice President of
BRT and President of the managing general partner of Gould; and Jeffrey A.
Gould, a Director of the Company since December 6, 1999 and a Senior Vice
President of the Company, is President of BRT and a Senior 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 1999, $247,670 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 $26,033 and $28,087 allocated to
the Company for legal services and accounting services performed by Simeon
Brinberg 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 1999, $58,547 was paid to Brinberg
& Lundy, a law firm in which Messrs. Brinberg and Lundy are partners, for
services rendered in the acquisition of properties. The fees paid to Brinberg &
Lundy were no greater than fees which would have been paid to unaffiliated
persons for comparable services.
During December 1999, the Company made an $80,000 loan to Jeffrey
Fishman, President and Chief Operating Officer of the Company, providing for
interest at the prime rate and maturing in December, 2004. This loan was made
for the express purpose of providing funds to Mr. Fishman for the purchase of
shares of Common Stock of the Company and was agreed to by the Company in the
negotiations pertaining to Mr. Fishman's employment by the Company as its
President and Chief Operating Officer. He was elected President and Chief
Operating Officer on December 6, 1999. The loan is secured by the shares of the
Company purchased with the proceeds and is personally guaranteed by Mr. Fishman
and his wife. Two additional loans of $80,000 each were made for the same
purpose on similar terms in January, 2000 and February, 2000.
<PAGE>
PERFORMANCE GRAPH
The following graph assumes $100.00 was invested on December 31, 1994 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.
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
12/94 12/95 12/96 12/97 12/98 12/99
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
One Liberty Properties, Inc. 100.00 133.72 146.29 174.93 166.34 191.33
S&P 500 100.00 137.58 169.17 225.61 290.09 351.13
NAREIT Hybrid 100.00 122.99 159.09 176.20 116.25 74.52
NAREIT Equity 100.00 115.27 155.92 187.51 154.69 147.54
</TABLE>
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, 2000 Mark H. Lundy, Secretary
<PAGE>
ONE LIBERTY PROPERTIES, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
JUNE 8, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PREFERRED STOCK
The undersigned hereby appoints FREDRIC H. 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 19, 2000 at the Annual Meeting of
Stockholders to be held on June 8, 2000 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.
TO VOTE BY INTERNET
Please access the web page at www.voteproxy.com and follow the on-screen
instructions. Have your control number available when you access the web page.
YOUR CONTROL NUMBER IS _________
1. Election of three Class 1 Directors
|_| FOR THE NOMINEES |_| WITHHOLD AUTHORITY TO
VOTE FOR NOMINEE
Nominees: James J. Burns, Fredric H. Gould,
Arthur Hurand
|_| 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, 2000
|-| |-| |-|
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 manner directed herein by
the undersigned stockholder.
<PAGE>
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE:
Dated: ________________________________, 2000
________________________________________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 8, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
COMMON STOCK
The undersigned hereby appoints FREDRIC H. 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 19, 2000 at the Annual Meeting of
Stockholders to be held on June 8, 2000 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.
TO VOTE BY INTERNET
Please access the web page at www.voteproxy.com and follow the on-screen
instructions. Have your control number available when you access the web page.
YOUR CONTROL NUMBER IS _________
1. Election of three Class 1 Directors
|_| FOR THE NOMINEE |_| WITHHOLD AUTHORITY TO
VOTE FOR NOMINEE
Nominees: James J. Burns, Fredric H. Gould and
Arthur Hurand
|_| 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, 2000.
|-| |-| |-|
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 manner directed herein by
the undersigned stockholder.
<PAGE>
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE:
Dated: ________________________________, 2000
________________________________________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.)
