SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant X
Filed by a party other than the registrant __
Check the appropriate box:
X Preliminary proxy statement
__ Definitive proxy statement
__ Definitive additional materials
__ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
New Plan Realty Trust
_______________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
New Plan Realty Trust
_______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2).
__ $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
__ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
_______________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
_______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________________
__ Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
_______________________________________________________________________________
(3) Filing party:
_______________________________________________________________________________
(4) Date filed:
_______________________________________________________________________________
___________
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
NEW PLAN REALTY TRUST
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on December 13, 1995
________________________
The Annual Meeting of Shareholders of New Plan Realty Trust (the "Trust")
will be held on Wednesday, December 13, 1995, at 10:00 a.m., New York City
time, at the offices of
Coopers & Lybrand
1301 Avenue of the Americas, Second Floor
New York, New York 10019
for the following purposes:
(1) To elect three Trustees;
(2) To vote upon an Amendment to the Trust's Declaration of Trust; and
(3) To transact such other business as may properly come before the
meeting and any adjournments or postponements thereof.
The Board of Trustees has fixed October 16, 1995 as the record date for
determining the shareholders entitled to receive notice of and to vote at the
meeting.
Shareholders are cordially invited to attend the meeting in person.
SHAREHOLDERS ARE URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY IN THE POSTPAID ENVELOPE PROVIDED. SHAREHOLDERS WHO ARE
PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXY AND VOTE IN PERSON, IF THEY SO
DESIRE.
By Order of the Board of Trustees
WILLIAM NEWMAN
Chief Executive Officer
and Chairman of the Board
New York, New York
_________ __, 1995
<PAGE>
NEW PLAN REALTY TRUST
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
________________________
PROXY STATEMENT
________________________
ANNUAL MEETING OF SHAREHOLDERS
December 13, 1995
This Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees (the "Board") of New Plan Realty Trust, a Massachusetts
business trust (the "Trust"), of proxies from the holders of the Trust's issued
and outstanding Shares of Beneficial Interest, without par value (the "Common
Shares"), to be used at the Annual Meeting of Shareholders to be held at the
offices of Coopers & Lybrand, 1301 Avenue of the Americas, Second Floor, New
York, New York 10019, on Wednesday, December 13, 1995 at 10:00 a.m., New York
City time, and at any adjournment(s) or postponement(s) of such meeting (the
"Annual Meeting"), for the purposes set forth in the accompanying Notice of
Annual Meeting. This Proxy Statement and the accompanying Proxy Card are being
mailed on or about October __, 1995 to shareholders of record of the Trust on
October 16, 1995.
Management would appreciate if you would complete, date and sign the
accompanying Proxy Card and return it promptly to the Trust in the enclosed
envelope.
The Board has fixed the close of business on October 16, 1995 (the "Record
Date") as the record date for the determination of shareholders who are
entitled to notice of, and to vote at, the Annual Meeting. As of the Record
Date, the Trust had [53,262,565] Common Shares outstanding. A majority of the
outstanding Common Shares must be represented at the Annual Meeting in person
or by proxy to constitute a quorum for the transaction of business at the
Annual Meeting. Each Common Share is entitled to one vote on all matters.
Election of a Trustee will require the affirmative vote of a majority of
the Common Shares as of the Record Date present in person or by proxy at the
meeting and having the right to vote thereon. For purposes of the election of
Trustees, abstentions and broker non-votes will not be counted as votes cast
for the Board's nominees for Trustees and, therefore, will have the same effect
as votes cast against such nominees. Approval of the proposed amendment (the
"Amendment") to the Trust's Declaration of Trust, as amended, as described in
Proposal 2 herein, will require the affirmative vote of two-thirds of all the
Common Shares outstanding. For purposes of voting on the Amendment,
abstentions and broker non-votes will not be counted as votes cast for the
Amendment, and, therefore, will have the same effect as votes cast against the
Amendment. If a shareholder is a participant in the Trust's Distribution
Reinvestment and Share Purchase Plan, the accompanying Proxy Card will list the
number of Common Shares registered in the participant's name under the plan.
As of the Record Date, MNOPF Trustees Limited (formerly Merchant Navy
Officers Pension Fund Trustees Limited) (the "British Fund") owned [4,509,954]
Common Shares, which Common Shares represent approximately [8.5]% of the
outstanding Common Shares; and Algemeen Burgerlijk Pensioenfonds (the "Dutch
Fund") owned [5,000,000] Common Shares, or approximately [9.4]% of the
outstanding Common Shares (see "Security Ownership of Certain Beneficial
Owners"). Pursuant to an agreement between the Trust and the Dutch Fund, the
Dutch Fund has agreed to vote its Common Shares in favor of management's
nominees to the Board, subject to certain conditions. Representatives of the
Dutch Fund and the British Fund, which hold an aggregate of approximately
[17.9]% of the outstanding Common Shares as of the Record Date, have advised
the Trust that they intend to vote in favor of the Board's nominees for
Trustees and in favor of the Amendment. In addition, all of the current
Trustees and executive officers of the Trust, beneficial holders collectively
of approximately [6.17]% of the outstanding Common Shares (including
exercisable options) as of the Record Date, have advised the Trust that they
each intend to vote in favor of the Board's nominees for Trustees and in favor
of the Amendment.
The Common Shares represented by all properly executed proxies returned to
the Trust will be voted at the Annual Meeting as indicated or, if no
instruction is given, in favor of the Board's nominees for Trustees and in
favor of the Amendment. As to any other business which may properly come before
the Annual Meeting, all properly executed proxies will be voted by the persons
named therein in accordance with their best judgment. Management does not
presently know of any other business which may come before the Annual Meeting.
Any person giving a proxy has the right to revoke it at any time before it is
exercised (a) by filing with the Secretary of the Trust a duly signed
revocation or a Proxy Card bearing a later date or (b) by electing to vote in
person at the Annual Meeting. Mere attendance at the Annual Meeting will not
serve to revoke a proxy.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF
GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED AND THE DELIVERY OF THIS PROXY STATEMENT SHALL, UNDER NO
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE TRUST SINCE THE DATE OF THIS PROXY STATEMENT.
PROPOSAL 1
ELECTION OF TRUSTEES
Nomination and Election of Three Trustees
The Board currently consists of nine Trustees. The Trustees currently are
divided into three classes, consisting of three members whose terms expire at
this Annual Meeting, three members whose terms expire at the 1996 annual
meeting of shareholders and three members whose terms expire at the 1997 annual
meeting of shareholders. At the Annual Meeting, three Trustees will be elected,
each to hold office for the term specified below and until his successor is
elected and qualified. The terms of William Newman, Arnold Laubich and John
Wetzler expire in 1997; and the terms of James Steuterman, Norman Gold and Dean
Bernstein expire in 1996. Melvin Newman, Raymond Bottorf and Gregory White are
nominees for Trustee, each to hold office for a term of three years until the
annual meeting of shareholders to be held in 1998.
Nominees for Election as Trustee
The following individuals are nominees for election as Trustees at the
Annual Meeting:
Melvin Newman, age 53, has been a Trustee of the Trust since 1983. From
1972 to 1982, he was Vice President and General Counsel of the Trust. Mr.
Newman is a private investor and is a nominee for a three year term expiring in
1998.
Raymond H. Bottorf, age 53, has been a Trustee of the Trust since 1991. He
is President and sole Director of U.S. Alpha, Inc., Boston, Massachusetts, a
wholly-owned subsidiary of the Dutch Fund. Mr. Bottorf is a nominee for a
three year term expiring in 1998.
Gregory White, age 39, has been a Trustee of the Trust since 1994. Mr.
White is a founding partner and managing director of Schroder Mortgage
Associates in New York, New York, and has been associated with Schroder since
1992. From 1988 to 1992, he was a managing director of the Salomon Brothers
Inc. real estate finance department. Mr. White is a nominee for a three year
term expiring in 1998.
Other Trustees whose Terms of Office Continue after the Annual Meeting
Information concerning the other Trustees whose terms do not expire at the
Annual Meeting is set forth below.
Norman Gold, age 65, has been a Trustee of the Trust since its
organization in 1972. He has been active in the practice of law for 41 years
and a partner of the law firm of Altheimer & Gray for over 32 years. He is also
a trustee of Banyan Short Term Income Trust, Banyan Hotel Investment Fund and
Banyan Strategic Land Trust; none of these entities are in any way related to
or competitive with the Trust.
James M. Steuterman, age 39, has been a Trustee of the Trust since 1990.
He has served as Executive Vice President of the Trust since October 1994. Mr.
Steuterman has been associated with the Trust since 1984 as a property
acquisition specialist, becoming Director of Acquisitions in 1986, a Vice
President in 1988 and a Senior Vice President in 1989.
Dean Bernstein, age 37, has been a Trustee of the Trust since 1992. He has
served as Vice President-Administration and Finance of the Trust since October
1994. He became an Assistant Vice President of the Trust in 1991 and Vice
President - Acquisitions in September 1993. From 1988 to 1991, Mr. Bernstein
was a Vice President in the Real Estate Group at Chemical Bank. Mr. Bernstein
is the son-in-law of William Newman.
William Newman, age 69, has been Chairman of the Board of the Trust since
1972. He served as President and Chief Executive Officer of the Trust's
predecessor corporation, New Plan Realty Corporation, from the corporation's
organization in 1961 through its reorganization into the Trust in July 1972,
and acted in such capacities for the Trust until 1988. In 1988, Mr. Newman
relinquished the title of President to Arnold Laubich, but retained the office
and responsibilities of Chief Executive Officer. Mr. Newman is a Certified
Public Accountant, and has been actively involved in real estate for 45 years.
He also is the past Chairman of the National Association of Real Estate
Investment Trusts.
Arnold Laubich, age 65, has been a Trustee of the Trust since 1988. He has
also been President and Chief Operating Officer of the Trust since August 1,
1988. From 1961 to 1972, he served as Executive Vice President of the Trust's
predecessor corporation. From 1972 until 1988, Mr. Laubich was President of
Dover Management Corporation, which managed the Trust's properties.
John Wetzler, age 49, has been a Trustee of the Trust since 1994. Mr.
Wetzler has been president of Nautica Retail U.S.A., Inc., a division of
Nautica Enterprises, Inc., the international men's apparel maker and marketer,
since July 1994. From December 1988 to June 1994 he was the Executive Vice
President of Nautica Retail U.S.A., Inc.
Board of Trustees' Meetings
During the Trust's fiscal year ended July 31, 1995, the Board held four
quarterly meetings and two special meetings and acted by unanimous written
consent on three additional occasions.
Board Committees
The Board has an Audit Committee and a Stock Option Committee. The Board
does not have a nominating committee or a compensation committee or a committee
performing the functions of a nominating or compensation committee; the
Trustees perform the functions of those committees. In July 1995, the Board
appointed a Special Compensation Committee consisting of Messrs. Bottorf, Gold,
Wetzler and White, the Trust's independent trustees, to examine the existing
compensation arrangements for Messrs. William Newman and Arnold Laubich.
The Audit Committee is composed of Messrs. Norman Gold and Raymond H.
Bottorf. The Audit Committee recommends to the Board the selection of the
independent auditors to be employed by the Trust, reviews generally the Trust's
internal and external audit plans and the results thereof, and reviews
compliance with the Trust's policy on non-audit services provided by the
independent auditors. The Audit Committee met once during the fiscal year ended
July 31, 1995.
The Stock Option Committee consists of Messrs. William Newman, Norman Gold
and Arnold Laubich. The Stock Option Committee administers and interprets the
Trust's 1985 Incentive Stock Option Plan and 1991 Stock Option Plan and,
subject to the provisions of the respective plans, selects the officers and
employees who are to participate in the respective plans and determines the
terms of their options. The Stock Option Committee meets from time to time
during the year to grant options if and when it deems appropriate. The
Committee met four times during the last fiscal year.
Trustees' Compensation
The Trustees of the Trust who are not employees of the Trust each received
$10,000 in annual Trustee fees and $500 per meeting. No fees are paid to
Trustees who are employees of the Trust. In addition, the Company reimburses
the Trustees for travel expenses incurred in connection with their activities
on behalf of the Trust.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF MESSRS. MELVIN NEWMAN, BOTTORF AND WHITE AS TRUSTEES FOR A THREE YEAR TERM
EXPIRING IN 1998.
<PAGE>
EXECUTIVE OFFICERS
The following information is provided with respect to the executive
officers of the Trust. Of the Trust's executive officers, each of Messrs.
William Newman, Arnold Laubich, James M. Steuterman and Dean Bernstein
currently is a Trustee. The Trust's executive officers serve at the discretion
of the Board.
Executive
Name Age Office Officer Since
____ ___ ___________________________ _____________
William Newman.......... 69 Chairman of the Board and 1961(1)
Chief Executive Officer
Arnold Laubich.......... 65 President and Chief 1988
Operating Officer
James M. Steuterman..... 39 Executive Vice President 1989
Steven F. Siegel........ 35 General Counsel and 1991
Secretary
Leonard N. Cancell...... 62 Senior Vice President 1988
William Kirshenbaum..... 59 Vice President and Treasurer 1981
Dean Bernstein.......... 37 Vice President- 1993
Administration and Finance
Irwin E. Kwartler....... 68 Vice President 1982
Michael I. Brown........ 53 Chief Financial Officer and 1987
Controller
Joseph Bosco............ 46 Vice President 1993
_______________
(1) Includes service as President and Chief Executive Officer of the Trust's
predecessor, New Plan Realty Corporation.
See "Election of Trustees" for a summary of the principal occupation and
relevant business experience of each executive officer who is also a Trustee.
Mr. Siegel joined the Trust as General Counsel and Secretary in October 1991.
From 1985 to 1991, Mr. Siegel was an associate at the law firm of Miro, Miro &
Weiner. Mr. Brown has been Controller of the Trust since 1987 and Chief
Financial Officer since 1991. Mr. Bosco became Vice President of the Trust in
August 1993. From September 1992 to July 1993, Mr. Bosco was an Assistant Vice
President of the Trust. From 1983 to 1992, Mr. Bosco was a Regional Property
Manager of the Trust. Messrs. Cancell, Kirshenbaum and Kwartler have each held
the respective positions set forth above for more than the past five years.
<PAGE>
EXECUTIVE COMPENSATION
Cash Compensation
The following table sets forth certain information with respect to the
cash compensation and all other compensation paid by the Trust, as well as
stock options granted by the Trust, to Mr. William Newman, the Trust's Chief
Executive Officer, and the Trust's four most highly compensated executive
officers other than the Chief Executive Officer (collectively, the "Named
Officers") for the fiscal years ended July 31, 1995, 1994 and 1993:
Long Term All Other
Name and Principal Compen- Compensation
Position Annual Compensation sation $
________ ___________________ _________ ____________
Salary Bonus Options
Year ($) ($) (#)
William Newman, CEO.... 1995 $340,553 $ 75,000 - $ 133,216
1994 $340,553 $ 75,000 - $ 133,568
1993 $340,553 - - $ 6,988
Arnold Laubich,
President............ 1995 $365,553 $100,000 - $ 4,500
1994 $350,650 $ 75,000 - $ 5,568
1993 $340,553 - - $ 6,988
James M. Steuterman,
Executive Vice
President............ 1995 $169,904 $ 20,000 9,500 $ 4,500
1994 $133,750 $ 15,000 5,000 $ 4,500
1993 $116,300 - 15,000 $ 3,489
Steven F. Siegel,
General Counsel
and Secretary........ 1995 $136,846 $ 17,500 1,000 $ 4,500
1994 $121,796 $ 15,000 10,000 $ 4,103
1993 $107,993 - 20,000 $ 3,240
William Kirshenbaum,
Vice President
and Treasurer........ 1995 $127,489 $ 33,500 2,500 $ 4,500
1994 $122,000 $ 12,000 5,000 $ 4,020
1993 $115,000 - - $ 3,450
______________________
(1) Includes the 401(k) Plan contribution for officers and, with respect to
fiscal 1995 and fiscal 1994, includes the amount by which premiums
exceeded the increase in cash surrender value for split dollar life
insurance for the CEO. The annual premiums paid are $150,000. Excludes
certain other personal benefits, the total value of which was less than
the lesser of $50,000 or ten percent of the total salary and bonus paid or
accrued by the Trust for services rendered by each officer during the
fiscal year indicated.
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information with respect to options
granted to the Named Officers during the fiscal year ended July 31, 1995:
% of
Total
Options Potential
Granted Exer- Realizable
to cise Value at
Employ- Price Assumed Rates
Options ees in Per Expir- of Stock Price
Granted Fiscal Share ation Appreciation
(#) Year ($) Date for Option Term
_____ ______ ______ _______ __________________
5%(1) 10%(1)
______ ________
James Steuterman,
Executive Vice
President............ 7,500 2.7% $22.00 05/26/02 $67,172 $156,538
2,000 0.7% $20.75 08/05/01 $16,895 $ 39,372
Steven F. Siegel,
General Counsel
and Secretary........ 1,000 0.6% $22.00 05/26/02 $ 8,956 $ 20,872
William Kirshenbaum,
Vice President
and Treasurer........ 2,500 0.9% $22.00 05/26/02 $22,391 $ 52,179
__________________
(1) The 5% and 10% rates of appreciation were set by the Securities and
Exchange Commission and are not intended to forecast future appreciation,
if any, of the Trust's Common Shares.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values
The following table sets forth certain information with respect to the
option exercises during the fiscal year ended July 31, 1995, and the
unexercised options held as of the end of such fiscal year, by the Named
Officers:
Shares
Acquired Number of Value of Unexer-
on Value Unexercised cised in-the-Money
Exercise Realized Options at Fiscal Options at Fiscal
Name (#) ($) Year-End (#) Year-End ($)(1)
________ ______ _________________ __________________
Exer- Unexer- Exer- Unexer-
cisable cisable cisable cisable
_______ _______ _______ _______
William Newman,
CEO - - 325,000 325,000 $934,375 $934,375
Arnold Laubich,
President - - 329,000 326,000 $955,375 $939,625
James M. Steuterman,
Executive
Vice President - - 23,400 31,100 $ 61,650 $ 32,225
Steven F. Siegel,
General Counsel
and Secretary - - 16,000 25,000 $ 5,875 $ 12,250
William Kirshenbaum,
Vice President
and Treasurer - - 7,000 10,500 - -
_________________
(1) Based upon a closing price per share of $21.75 on July 31, 1995.
<PAGE>
TRUSTEES' REPORT ON EXECUTIVE COMPENSATION
The Board does not have a compensation committee; thus, it is the duty of
the entire Board to review compensation plans, programs and policies and to
monitor the performance and compensation of executive officers, including the
Named Officers, and other key employees. In July 1995, the Board appointed a
Special Compensation Committee consisting of Messrs. Bottorf, Gold, Wetzler and
White, the Trust's independent trustees, to examine the existing compensation
arrangements for Messrs. William Newman and Arnold Laubich
The Board has implemented compensation policies, plans and programs which
seek to enhance the profitability of the Trust, and thus shareholder value, by
aligning closely the financial interests of the Trust's senior managers with
those of its shareholders. The Trust's overall objectives are to attract and
retain the best possible executive talent, to motivate these executives to
achieve the goals inherent in the Trust's business strategy, to link executive
and shareholder interests through performance goals and equity based plans, and
finally to provide a compensation package that recognizes individual
contributions as well as overall business results.
In furtherance of these goals, the Board has compared the Trust to a
selected group of real estate investment trusts ("REITs") that compete in the
Trust's shopping center and garden apartment business, which the Board believes
represent the Trust's most direct competitors for executive talent. There are
six REITs in that comparison group. Based on the relative size of the Trust in
comparison with the peer group, the Board positions executive base salaries
below the average level of base salaries paid to executive officers of the peer
group. The Trust also relies on Common Share options as incentive compensation
and may in the future seek to implement other long term incentive plans.
Incentive compensation plans that may be developed in the future would have
some relationship to corporate and individual performance in a manner that
encourages a sharp and continuing focus on building profitability and
shareholder value.
The Board conducts a full review of the Trust's executive compensation
program each year. This review includes a comparison of the Trust's executive
compensation, corporate performance, Common Share appreciation and total return
to shareholders to the peer group. The Trustees also review, on an annual
basis, the selection of peer REITs used for compensation analysis. The peer
group used for compensation analysis has not necessarily been the same as the
peer group index in the Performance Graph included in this Proxy Statement. The
Board believes that the Trust's most direct competitors for executive talents
are not necessarily all of the companies that would be included in a peer group
established for comparing shareholder returns.
The key components of the Trust's executive compensation consist of base
salary, annual bonus and Common Share options. The Board's policies with
respect to each of these components are discussed below. In determining
compensation, the Board takes into account the individual's full compensation
package, including insurance and other benefits, as well as the components
described below. In this regard, it should be noted that the Trust currently
has a 401(k) retirement plan covering substantially all officers and employees
of the Trust. The 401(k) plan permits participants to defer up to a maximum of
10% of their compensation, and the Trust may, at the discretion of the Board,
make a voluntary contribution to the plan participants. For the last 401(k)
plan year (1994), the contribution by the Trust was equal to 3% of each
employee's eligible compensation. For the year ended July 31, 1995, the Trust's
contribution to the retirement plan allocated to the Chief Executive Officer
was $4,500.
Base Salaries
Base salaries for executive officers are determined by evaluating the
responsibilities of the position held and the experience of the individual, and
by reference to the competitive marketplace for executive talents, including a
comparison to base salaries for comparable positions in the peer group. The
base salaries currently are intended to be fixed at the average level of base
salaries paid to executive officers with comparable qualification, experience
and responsibilities at other REITs in the comparison peer group.
Annual salary adjustments will be determined by evaluating the performance
of the Trust and of each executive officer, and also taking into account new
responsibilities, increases in pay levels of competitors, and such other
matters as the Board may deem appropriate. The Board will, where appropriate,
also consider non-financial performance achievements by the Trust and its
employees.
During the fiscal year ended July 31, 1995, William Newman, the Trust's
Chief Executive Officer, received a base salary of $340,553, which is equal to
the base salary paid to Mr. Newman in the previous fiscal year. In determining
the base salary paid to Mr. Newman, the Board took into consideration his
experience and stature in the real estate community, the base salaries paid to
chief executive officers in the comparison peer groups, and the Company's
earnings and returns on shareholder equity.
Annual Bonus
All of the Company's executive officers (including the Named Officers) are
eligible for an annual cash bonus. In determining the amount of annual cash
bonuses, if any, to be paid to executive officers, the Board, at the end of
each fiscal year, reviews the performance of the Trust and, if appropriate, the
Common Shares, during such fiscal year, and non-financial performance measures
such as the respective executive's performance, effort and role in promoting
the long-term strategic growth of the Trust, as well as such other matters as
the Board may deem appropriate. Generally, an executive officer who is a Board
member will abstain from consideration of and voting on any bonus payable to
him. The Trust's Chief Executive Officer, William Newman, received an annual
bonus of $75,000 for the fiscal year 1995.
Share Options
Under the Trust's 1985 Incentive Stock Option Plan and the 1991 Stock Option
Plan (collectively, the "Plans"), both of which were approved by shareholders,
options to purchase Common Shares may be granted to the Trust's employees,
including the Named Officers. The Plans are administered by the Stock Option
Committee. Awards will be based on, among other things, a review of
compensation data from the peer company group, information on the optionee's
total compensation, the optionee's expected future contributions to the Trust's
achievement of its long-term performance goals and the Trust's dependence on
the optionee's efforts.
The Trust believes that significant equity interests in the Trust held by
management align their interests with those of the shareholders. Common Share
options generally are granted with an exercise price equal to the market price
of the Common Shares on the date of grant and vest pursuant to schedules set in
the grants. Generally, options are not exercisable until at least one year from
the date of grant, and thereafter are exercisable only as a percentage of the
total number of Common Shares covered by the options, which generally begins at
20% during the second year and increases by 20% per year thereafter, although
the Board has authority to accelerate the 20% per year exercise limitation. The
Board believes that the vesting schedule gives executives the incentive to
create shareholder value over the long term, because the full benefit of the
compensation package cannot be realized unless Common Share price appreciation
occurs over a number of years. In fiscal 1995, no options were granted under
the Plans to the Trust's Chief Executive Officer.
Conclusion
Through the policies described above, a very significant portion of the
Trust's executive compensation is linked to individual and corporate
performance. However, the changes of the business cycle from time to time may
result in an imbalance for a particular period.
The foregoing report has been furnished by the Board.
________ __, 1995
Dean Bernstein William Newman
Raymond H. Bottorf James M. Steuterman
Norman Gold John Wetzler
Arnold Laubich Gregory White
Melvin Newman
<PAGE>
SHARE PRICE PERFORMANCE GRAPH
The following table compares the cumulative total shareholder return on
the Common Shares for the period commencing August 1, 1990 through July 31,
1995 with the cumulative total return on the Standard & Poor's 500 Stock Index
(the "S&P 500") and the NAREIT All REIT Total Return Index(1) (the "NAREIT
Index") over the same period. Total return values for the S&P 500, the NAREIT
Index and the Common Shares were calculated based on cumulative total return
assuming the investment of $100 in the S&P 500, NAREIT Index and the Common
Shares on August 1, 1990, and assuming reinvestment of dividends. The Company
believes that this information demonstrates that the compensation earned by its
executive officers compares very favorably to the Company's shareholder value.
The shareholder return shown on the graph below is not indicative of future
performance.
Note: The performance graph has been intentionally omitted from
this Edgar filing pursuant to Rule 304 of Regulation S-T. The
information contained in the performance graph is set forth below
in tabular form. Pursuant to Rule 304 of Regulation S-T, a paper
format copy of the performance graph is being filed with the
Securities and Exchange Commission.
TOTAL RETURN
Common NAREIT
Year Shares Index S&P 500
____ ______ _______ _______
1990 100.0 100.0 100.0
1991 121.3 114.9 120.0
1992 143.0 131.6 135.4
1993 159.2 158.2 147.2
1994 152.4 165.0 145.9
1995 159.3 174.7 184.0
_______________________
(1) The NAREIT All REIT Total Return Index (consisting of 219 companies with a
total market capitalization of approximately $50.8 billion) is maintained
by the National Association of Real Estate Investment Trusts, Inc. and is
only published monthly based on the last closing prices of the preceding
month.
<PAGE>
Transactions with Trustees and Executive Officers
Norman Gold is a partner in the law firm of Altheimer & Gray. His firm has
rendered various legal services to the Trust during the past fiscal year and is
continuing to render legal services to the Trust.
John Wetzler is the president of Nautica Retail U.S.A., Inc., affiliates
of which are tenants at some of the Trust's properties.
The following loans were made by the Trust over a number of years
primarily to assist the officers in their purchase of shares of the Trust. Such
loans are unsecured except as specifically noted. At July 31, 1995, Arnold
Laubich, President and Chief Operating Officer, was indebted to the Trust in
the aggregate amount of $445,000. The amount owed is represented by a $100,000
demand note bearing interest at 5% per annum and a $345,000 demand note bearing
interest at 6% per annum. At July 31, 1995, William Kirshenbaum, Vice
President and Treasurer of the Trust, was indebted to the Trust in the
aggregate amount of $436,892. The amount owed is represented by (i) four notes
in the aggregate of $181,642, each bearing interest at 5% per annum and due
July 1, 1996, (ii) two demand notes in the aggregate amount of $17,000 bearing
interest at 8.375% per annum, (iii) a $170,000 note bearing interest at 6% per
annum and due January 1, 1997 (which is collateralized by a condominium unit),
and (iv) a $68,250 demand note bearing interest at 5% per annum. At July 31,
1995, Leonard Cancell, Senior Vice President, was indebted to the Trust in the
aggregate amount of $349,941. The amount owed is represented by (i) an $87,750
note bearing interest at 5% per annum and due July 1, 1996, (ii) a $70,875
demand note bearing interest at 5% per annum, (iii) a $77,566 demand note
bearing interest at 6% per annum, and (iv) a $113,750 demand note bearing
interest at 5% per annum. At July 31, 1995, James M. Steuterman, Executive
Vice President and Trustee, was indebted to the Trust in the aggregate amount
of $341,130. The amount owed is represented by (i) a $175,500 note bearing
interest at 5% per annum and due July 1, 1996, (ii) a $68,040 demand note
bearing interest at 5% per annum, (iii) a $51,960 demand note bearing interest
at 6% per annum, and (iv) a $45,630 note bearing interest at 5% per annum and
due July 1, 1997. At July 31, 1995, Irwin Kwartler, a Vice President, was
indebted to the Trust in the aggregate amount of $206,158. The amount owed is
represented by (i) an $8,775 note bearing interest at 5% per annum and due July
1, 1996, (ii) an $83,633 demand note bearing interest at 5% per annum, and
(iii) a $113,750 demand note bearing interest at 5% per annum. At July 31,
1995, Dean Bernstein, a Vice President and Trustee, was indebted to the Trust
in the amount of $95,062, represented by a note bearing interest at a rate of
5% per annum. His wife, Debbie Bernstein, was indebted to the Trust at July
31, 1995 in the aggregate amount of $84,613. The amount owed is represented by
(i) an $18,000 demand note bearing interest at 8% per annum, (ii) a $49,613
demand note bearing interest at 5% per annum, and (iii) a $17,000 demand note
bearing interest at 8.375% per annum. At July 31, 1995, Joseph Bosco, a Vice
President, was indebted to the Trust in the aggregate amount of $136,786. The
amount owed is represented by (i) an $8,505 demand note bearing interest at 5%
per annum, (ii) an $8,775 note bearing interest at 5% per annum and due July 1,
1996, (iii) a $9,506 note bearing interest at 5% per annum and due July 1,
1997, (iv) a $17,000 demand note bearing interest at 8.375% per annum, (v) an
$84,000 demand note bearing interest at 6% per annum, and (vi) a $9,000 demand
note bearing interest at 8% per annum. At July 31, 1995, Steven F. Siegel,
General Counsel and Secretary, was indebted to the Trust in the aggregate
amount of $111,881. The amount owed is represented by (i) a $9,506 note bearing
interest at 5% per annum per annum and due July 1, 1997, and (ii) a $102,375
demand note bearing interest at 5% per annum.
Compensation Committee Interlocks and Insider Participation
The Trust does not have a compensation committee, consequently, the Board
performs the functions of such committee. However, it should be noted that the
amount of compensation to be paid by the Trust to each of its Trustees and
officers and their terms of employment for the year ended July 31, 1995 were
determined primarily by Messrs. William Newman and Arnold Laubich, each of whom
serves both as a Trustee and as an executive officer of the Trust. In July
1995, the Board appointed a special Compensation Committee consisting of
Messrs. Bottorf, Gold, Wetzler and White, the Trust's independent trustees, to
examine the existing compensation arrangements for Messrs. William Newman and
Arnold Laubich. In addition, the number of options to be granted to the
Trustees and employees of the Trust under the terms of the Plans for the year
ended July 31, 1995 were determined by the Plans' administrators which are
Messrs. William Newman, Arnold Laubich and Norman Gold. Nevertheless, the Trust
believes that the compensation paid by it to the Trustees and officers of the
Trust in the year ended July 31, 1995, including that paid to Messrs. William
Newman and Arnold Laubich, is reasonable in comparison to that paid by other
REITs similar to the Trust. To the Trust's knowledge, there were no other
interrelationships involving the Trustees or executive officers of the Trust or
compensation decisions requiring disclosure in this Proxy Statement.
SECURITY OWNERSHIP OF TRUSTEES AND EXECUTIVE OFFICERS
The following table sets forth as of July 31, 1995, certain information as
to the beneficial ownership of the Trust's Common Shares, including Common
Shares as to which a right to acquire ownership exists (for example, through
the exercise of Common Share options) within the meaning of Rule 13d-3(d)(1)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
to (a) the Trustees and nominees for election as Trustees, (b) the Named
Officers and (c) all Trustees and executive officers as a group. As required by
applicable Securities and Exchange Commission Rules, information is given with
respect to the Common Shares beneficially owned by the Named Officers, but
individual information with respect to beneficial ownership by each of the
other executive officers of the Trust is not given.
Amount and
Nature of
Beneficial Percent
Name and Business Address(1) Ownership(2) of Class
____________________________ ____________ ________
William Newman. . . . . . . . . . . . . 1,647,779(3) 3.07%
Arnold Laubich. . . . . . . . . . . . . 651,933(4) 1.22%
James M. Steuterman . . . . . . . . . . 42,336(5) (6)
Melvin Newman . . . . . . . . . . . . . 666,198(7) 1.25%
Norman Gold . . . . . . . . . . . . . . 10,899 (6)
Dean Bernstein. . . . . . . . . . . . . 37,270(8) (6)
Raymond H. Bottorf. . . . . . . . . . . 3,400(9) (6)
John Wetzler. . . . . . . . . . . . . . 2,200(10) (6)
Gregory White . . . . . . . . . . . . . 3,400(11) (6)
Steven F. Siegel. . . . . . . . . . . . 21,600(12) (6)
William Kirshenbaum . . . . . . . . . . 57,908(13) (6)
All Executive Officers and Trustees
as a Group (15 individuals). . . . . . 3,331,137 6.17%
_________________
(1) The business address of each person is 1120 Avenue of the Americas, New
York, New York 10036.
(2) Unless otherwise indicated, the person has sole voting and investment
power with respect to such Common Shares.
(3) Includes 39,627 Common Shares owned by Mr. Newman's wife, 5,992 Common
Shares held by Mr. Newman as custodian for his grandchildren and 52,500
Common Shares held by a family charitable foundation, as well as 325,000
Common Shares which Mr. Newman has the right to acquire upon exercise of
share options. Mr. Newman disclaims any beneficial interest in the Common
Shares held for his grandchildren and by the family charitable foundation.
(4) Includes 39,716 Common Shares owned by Mr. Laubich's wife, 28,273 Common
Shares held jointly with his wife (as to which Common Shares Mr. Laubich
shares voting and investment power), and 14,552 Common Shares held by his
wife and adult daughter jointly, as well as 329,000 Common Shares which
Mr. Laubich has the right to acquire upon exercise of share options. Mr.
Laubich disclaims any beneficial interest in the Common Shares held
jointly by his wife and daughter.
(5) Includes 1,827 Common Shares held jointly with Mr. Steuterman's wife (as
to which Common Shares Mr. Steuterman shares voting and investment power),
1,024 Common Shares held by Mr. Steuterman as custodian for his children,
and 23,400 Common Shares which Mr. Steuterman has the right to acquire
upon exercise of share options.
(6) Amount owned does not exceed 1% of class.
(7) Includes 23,547 Common Shares owned by Mr. Newman's wife, 27,660 Common
Shares held by one of Mr. Newman's children and 49,750 Common Shares held
by The Morris and Ida Newman Family Foundation (the "Foundation"), of
which Mr. Newman is the trustee, as well as 400 Common Shares which Mr.
Newman has the right to acquire upon exercise of share options. Mr. Newman
disclaims any beneficial interest in the Common Shares held by such child
and the Common Shares held by the Foundation.
(8) Includes 21,041 Common Shares owned by Mr. Bernstein's wife, 1,740 Common
Shares held jointly with his wife (as to which Common Shares Mr. Bernstein
shares voting and investment power), and 9,400 Common Shares which Mr.
Bernstein has the right to acquire upon the exercise of share options.
(9) Represents 3,400 Common Shares which Mr. Bottorf has the right to acquire
upon the exercise of share options. Does not include the 5,000,000 Common
Shares owned by the Dutch Fund.
(10) Includes 500 Common Shares owned by Mr. Wetzler's wife and 100 shares
owned by Mr. Wetzler's son, as well as 1,400 Common Shares which Mr.
Wetzler has the right to acquire upon exercise of share options. Mr.
Wetzler disclaims any beneficial interest in the Common Shares held by his
son.
(11) Represents 1,000 Common Shares held jointly with his wife (as to which
Common Shares Mr. White shares voting and investment power) and 1,000
Common Shares held by Mr. White as custodian for his children, as well as
1,400 Common Shares which Mr. White has the right to acquire upon exercise
of share options.
(12) Includes 16,000 Common Shares which Mr. Siegel has the right to acquire
upon the exercise of share options.
(13) Includes 3,833 Common Shares held jointly with Mr. Kirshenbaum's adult
children (as to which Common Shares Mr. Kirshenbaum shares voting and
investment power), 1,740 Common Shares held by Mr. Kirshenbaum as
custodian for his minor children, and 7,000 Common Shares which Mr.
Kirshenbaum has the right to acquire upon exercise of share options. Mr.
Kirshenbaum disclaims any beneficial interest in the Common Shares held
for his minor children.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the beneficial
ownership of the Common Shares, including Common Shares as to which a right of
ownership exists (for example, through the exercise of Common Share options)
within the meaning of Rule 13d-3(d)(1) under the Exchange Act, by persons known
by the Trust to own beneficially more than five percent of the Common Shares
outstanding as of the Record Date:
Amount and
Nature of
Beneficial Percent
Name and Business Address Ownership(1) of Class
________________________ ____________ ________
MNOPF Trustees Limited. . . . . . . . . . . .[4,509,954] [8.5]%
Ashcombe House
The Crescent
Leatherhead, Surrey
England
Algemeen Burgerlijk Pensioenfonds . . . . . .[5,000,000] [9.4]%
Oude Lindestraat 70
Correspondentieadres,
postbus 2980,
6401 DL Heerlen
The Netherlands
______________________
(1) Unless otherwise indicated, the person has the sole voting and investment
power with respect to such Common Shares.
The Dutch Fund has agreed that until December 24, 2001, it will vote its
Common Shares in favor of management's nominees to the Board. The Dutch Fund's
agreement requires that a specified degree of continuity exist in the Trust's
management. Additionally, the Trust has agreed to include among management's
nominees to the Board up to two persons designated by the British Fund so long
as the British Fund owns at least 20% of the Trust's outstanding Common Shares
(on the Record Date, the British Fund's ownership percentage was approximately
[8.5]% of the outstanding Common Shares) and one person designated by the Dutch
Fund so long as the Dutch Fund owns at least 9.9% of the outstanding Common
Shares (on the Record Date, the Dutch Fund's ownership percentage was
approximately [9.4]% of the outstanding Common Shares).
Pursuant to an agreement between the Trust and the British Fund, and the
agreement between the Trust and the Dutch Fund, the Funds have agreed that,
until December 24, 2001 and January 10, 2006, respectively, they will not
acquire Common Shares which would bring their holdings in excess of 25% and
15%, respectively, of the outstanding Common Shares, provided that a degree of
continuity exists in the Trust's management. The continuity requirement in the
British Fund agreement provides that at least one of William Newman, Melvin
Newman or Arnold Laubich shall be a Trustee and key executive officer of the
Trust. The continuity requirement in the Dutch Fund agreement provides that a
majority of the Trust's Board shall consist of "Continuing Trustees" (who are
defined as Trustees who either were Trustees on January 10, 1991 or whose
nomination at any time thereafter is approved by a majority of Continuing
Trustees) and that a majority of the Trust's executive officers consist of
officers who have been executive officers for at least two years or who are
elected to their office by a majority of Continuing Trustees. The Dutch Fund
has also agreed that except under certain specified circumstances it will not
sell or transfer any of its Common Shares without the Trust's consent prior to
January 10, 2001.
In the event the Trust issues additional Common Shares for cash at a time
when the British Fund owns at least 20% of the outstanding Common Shares and
the Dutch Fund owns at least 9.9% of the outstanding Common Shares, each such
fund has the right to maintain its respective percentage of ownership in the
Trust by purchasing from the Trust additional Common Shares at the same price
as was paid by such purchaser, less an amount equal to underwriter's
commissions, if any.
The Dutch Fund also has agreed that so long as the degree of continuity is
maintained it will vote its Common Shares in the manner recommended by the
Trust's Board on any proposal presented by the Board to the Trust's
shareholders until January 10, 1996 (unless such vote would adversely affect
the Dutch Fund's Common Shares other than pro rata in proportion to all of the
Trust's outstanding Common Shares).
William, Joseph and Melvin Newman entered into a shareholders agreement
providing each brother with a first refusal right to purchase Common Shares in
the event of a proposed transfer of Common Shares by any brother to someone
other than an immediate family member. Each of the brothers also agreed to vote
his Common Shares for the reelection of each other as Trustee. Common Shares
transferred among immediate family members will remain subject to the
agreement. Joseph Newman died in March 1993. The Trust expects the Estate of
Joseph Newman to abide by this agreement.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires that the Trust's officers and
Trustees, and persons who own more than 10% of a registered class of the
Trust's equity securities, file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, Trustees and greater
than 10% shareholders are required by regulation of the Securities and Exchange
Commission to furnish the Trust with copies of all Section 16(a) forms they
file.
Based solely on its review of the copies of such forms received by it,
and/or written representations from certain reporting persons that no Forms 5
were required for those persons, the Trust believes that, during the fiscal
year ended July 31, 1995, all Section 16 filing requirements applicable to its
officers, Trustees and greater than 10% beneficial owners were complied with.
<PAGE>
PROPOSAL 2
AMENDMENT TO THE TRUST'S DECLARATION OF TRUST
The Trust's Declaration of Trust (the "Original Declaration" and as
amended, the "Declaration") was entered into in 1972. The Declaration has been
amended at various times in many respects by Amendments #1 through #10, most
recently in 1988. Since then, many publicly owned REITs have been formed with
more modern charter documents, reflecting current methods of structuring and
operating REITs. At the Annual Meeting, the shareholders of the Trust will be
asked to consider and act upon a proposal to amend various provisions of the
Declaration in order to modernize such provisions. More specifically, the
Amendment will provide the Trust with, among other things:
(i) a perpetual existence;
(ii) a specific limitation on share ownership to help ensure that
the Trust maintains its qualification as a REIT and retains
the benefits of being taxed as a REIT;
(iii) the ability to issue, when and if needed, an unlimited number
of Preferred Shares (the "Preferred Shares"; collectively with
the Common Shares, the "Shares"); and
(iv) an enhanced ability to attract and retain qualified officers
and Trustees.
The text of the Amendment is set forth in Appendix I and this summary is
qualified in its entirety by reference thereto.
Provisions Relating to the Duration of the Trust
Current Declaration Provisions
The Declaration provides that the Trust shall terminate upon the earlier
of (i) the affirmative vote of the holders of 66-2/3% of the outstanding Shares
having the right to vote thereon or (ii) the expiration of 20 years after the
death of the last survivor of the initial Trustees and certain specified
individuals.
Proposed Changes to the Declaration
The portion of the Amendment relating to the duration of the Trust will
provide that the Trust shall have a perpetual existence and may only be
terminated upon the affirmative vote of the holders of 66-2/3% of the
outstanding Shares having the right to vote thereon.
Reasons for the Proposed Changes
The Board believes that it is in the best interest of the Trust and its
shareholders that the termination of the existence of the Trust should be
accomplished by an affirmative act of the shareholders, as is the case in most
publicly owned REITs, and not by the mere passage of time.
Provisions Relating to Share Ownership Limitation
Current Declaration Provisions
The Declaration imposes certain restrictions on the ownership and
transferability of Shares in order to maintain the Trust's qualification as a
REIT under the Internal Revenue Code of 1986, as amended (the "Code"). The
Declaration provides that if two-thirds (2/3) of the Board determines that
ownership of Shares has become, or that there is a substantial possibility that
it may become, concentrated to an extent which would prevent the Trust from
continuing to be qualified as a REIT, then the Board in order to enable the
Trust to continue to qualify as a REIT under the Code, may redeem a sufficient
number of Shares or prohibit the transfer of Shares.
In addition, the Declaration provides that if a shareholder has knowledge
that he owns, directly or indirectly, together with certain related persons,
5,000 or more Shares, such shareholder must notify the Trust in writing of such
fact and must similarly notify the Trust of any subsequent acquisition of
Shares.
Furthermore, the Declaration provides that certificates representing
Shares must be legended to reflect certain of the Declaration's provisions
relating to share ownership limitations.
Proposed Changes to the Declaration
The portion of the Amendment relating to Share ownership limitations will
clarify the restrictions on Share ownership by providing that no shareholder
may own, or be deemed to own by virtue of the attribution provisions of the
Code, more than 5% (the "Ownership Limit") of the lesser of the number or
value, as determined by the Board, of the Trust's outstanding Shares. The
Amendment will also provide that the Ownership Limit may be waived by the Board
at its option, provided, however, that such approval will not be granted to any
person whose ownership of Shares in excess of the Ownership Limit would result
in termination of the status of the Trust as a REIT under the Code. The Board
intends to waive the Ownership Limit with respect to the Shares currently held
by each of the British Fund and the Dutch Fund.
In addition, the New York Stock Exchange (the "NYSE") is requiring the
Trust to amend the Declaration to conform to the NYSE policy that ownership and
transfer restrictions contained in the Declaration may not impede the
settlement of transactions on the NYSE. The Amendment, therefore, will provide
that nothing contained in the provisions of the Declaration regarding the
restrictions on Share ownership will preclude the settlement of any transaction
entered into through the facilities of the NYSE. The Amendment will also state
that although the settlement of any transaction through the NYSE facilities is
permitted, the effect of any other provision relating to the restrictions on
Share ownership will not be negated, and any transferee in such a transaction
will remain subject to all of the provisions and limitations set forth in the
Declaration regarding the restrictions on Share ownership.
Furthermore, the Amendment will reduce the shareholder notification
obligation, by increasing the notification threshold from 5,000 Shares to
500,000 Shares.
The Amendment will also eliminate the requirement that certificates
representing Shares must be legended to reflect certain of the Declaration's
provisions relating to share ownership limitations.
Reasons for the Proposed Changes
The Board believes that the portion of the Amendment relating to the
Ownership Limit will better enable the Trust to maintain its qualification as a
REIT and thereby preserve the tax benefits associated therewith by fixing the
limit on the amount of Shares that can be owned by any one shareholder. As is
the case with the current restrictions on Share ownership, the Ownership Limit
may possibly have the effect of delaying, deferring or preventing the
acquisition of control of the Trust in certain circumstances.
In order to comply with the NYSE request and NYSE policy, the Board is
recommending that the Declaration state that transactions entered into through
the NYSE facilities not be impeded as a result of the Ownership Limit or
transfer restrictions.
In addition, by increasing the notification threshold from 5,000 Shares to
500,000 Shares, and by eliminating the legend requirement set forth in the
Declaration, the Board is eliminating unnecessary burdens on its shareholders
and the Trust.
Provisions Relating to the Issuance of Preferred Shares
Current Declaration Provisions
The Declaration provides that the total number of Preferred Shares that
may be issued by the Trust is 1,000,000, and that no Preferred Shares shall
entitle the holder thereof to vote on the election of one or more separate
Trustees.
Proposed Changes to the Declaration
The portion of the Amendment relating to the Preferred Shares will
authorize an unlimited number of Preferred Shares to be issued and eliminate
the prohibition on giving the holders thereof the right to vote on the election
of one or more separate Trustees.
Reasons for the Proposed Changes
While there are presently no Preferred Shares outstanding, authorizing an
unlimited number of Preferred Shares to be issued provides the Trust with
greater flexibility in raising capital. In addition, in order to list
preferred shares on the NYSE, the rules of the NYSE require that the holders of
preferred shares must have the right to vote for one or more separate trustees
in certain limited circumstances. In order to make the Preferred Shares
eligible for listing on the NYSE, the Amendment will eliminate from the
Declaration the prohibition on such voting by holders of Preferred Shares.
Provisions Relating to Trustees, Officers and Others
Current Declaration Provisions
Transactions with Affiliates
The Declaration provides that the Trust may not, directly or indirectly,
make any loan to, acquire any property from, or transfer any property to, any
Trustee, officer, employee or other affiliate of the Trust (collectively, the
"Affiliates"), except pursuant to transactions that (a) are fair and reasonable
to the shareholders, (b) have been approved by a majority of the Trustees,
including a majority of the Trustees who are disinterested in the matter, and
(c) relate to acquisitions by the Trust of certain mortgages on certain
specified terms or acquisitions by the Trust of other property at prices not
exceeding the fair value thereof as determined by an appraisal. The
Declaration also prohibits the Trust from entering into any transaction with
any Trustee, investment advisor, officer or employee of the Trust, contrary to
the obligations imposed upon fiduciaries by courts having equity power.
Size of the Board
The Declaration provides that the number of Trustees shall not be less
than five nor more than nine.
Proposed Changes to the Declaration
Transactions with Affiliates
The portion of the Amendment regarding transactions with Affiliates will
provide, in lieu of certain existing provisions of the Declaration, that
without the approval of a majority of the disinterested Trustees, the Trust
will not engage in any such transactions with Affiliates. Each such
transaction must in all material respects be on such terms as are fair and
reasonable to the Trust at the time of the transaction.
Size of the Board
The portion of the Amendment regarding the size of the Board will provide
that the number of Trustees shall not be less than five nor more than 15.
Reasons for the Proposed Changes
Transactions with Affiliates
The Board believes that the portion of the Amendment relating to the types
of transactions in which the Trust may engage with its Affiliates will provide
the Trust and its shareholders with continued protection against any improper
self-dealings by the Trust's insiders, and provide the Trust with greater
flexibility in the type of incentive compensation and rewards that it can offer
to its Trustees, officers and employees and the dealings it can have with its
Affiliates.
In addition, the Board believes that these provisions remove certain
ambiguous standards and are consistent with and no broader than the
corresponding provisions contained in the charter documents of most publicly
owned REITs.
Currently, there are no transactions with Affiliates, except for certain
loans made without explicit authorization under the Declaration to Trustees,
officers and employees, generally to enable such persons to purchase Shares.
The Trust believes that by assisting Trustees, officers and employees in
acquiring Shares, it is more closely aligning the financial interests of such
persons with those of its shareholders. For a discussion of certain of these
loans, see the section entitled "Transactions with Trustees and Executive
Officers" contained elsewhere in this Proxy Statement. The portion of the
Amendment regarding transactions with Affiliates will enable the Board to
continue to make such loans, as authorized by and in accordance with the
Amendment.
Size of the Board
Finally, with respect to that portion of the Amendment which would allow
an increase in the size of the Board, the Board believes that such proposed
change is desirable and in the best interest of the Trust and its shareholders
because it enables the Trust to obtain the insight and business experience of
more Trustees and have a more diversified Board. The Trust has no current
plans to increase the size of the Board.
Amended and Restated Declaration of Trust
The Amendment will also authorize the Trustees to approve and file an
Amended and Restated Declaration of Trust in those states where the Declaration
is filed and where the Trust may be required to file its charter documents in
the future and with the Securities and Exchange Commission and NYSE. The
Amended and Restated Declaration of Trust will incorporate into a single
document the current provisions, after giving effect to all amendments,
including the Original Declaration, each of Amendments #1 through #10 thereto,
the Amendment and any non-substantive conforming changes which the Trustees may
consider appropriate.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the Trust's 1996
Annual Meeting of Shareholders must be received by the Trust no later than
[July 12], 1996 in order to be included in the Trust's Proxy Statement and form
of Proxy Card relating to that meeting.
FINANCIAL AND OTHER INFORMATION
The Trust's Annual Report for the fiscal year ended July 31, 1995,
including financial statements, is being sent to shareholders together with
this Proxy Statement. The Annual Report does not constitute a part of the proxy
solicitation materials.
OTHER MATTERS
The Trust's independent auditors for the current fiscal year are Coopers &
Lybrand, who were engaged by the Trust on July 12, 1990 to act as independent
auditors for the Trust for the fiscal year ended July 31, 1990, and have
continued as auditors thereafter.
A representative of Coopers & Lybrand is expected to be in attendance at
the Annual Meeting. The representative will have the opportunity to make a
statement, if he or she desires to do so, and the Trust has been advised that
the representative will be available to respond to appropriate questions of the
shareholders.
A copy of the Trust's Annual Report on Form 10-K will be sent without
charge to shareholders requesting the same in writing. Any such request should
be made to New Plan Realty Trust, 1120 Avenue of the Americas, New York, New
York 10036, Attention: Steven F. Siegel, Esq.
SOLICITATION OF PROXIES
The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Meeting and the enclosed Proxy Card is to be borne by the Trust.
In addition to the solicitation of proxies by use of the mails, the Trust
may utilize the services of some of its officers and regular employees (who
will not be specifically compensated for such services) to solicit Proxies
personally and by telephone or telegraph with shareholders or their personal
representatives. The Trust may request banks, brokers and other custodians,
nominees and fiduciaries to forward copies of the proxy material to their
principals and to request authority for the execution of proxies, and will
reimburse such persons for their expenses in so doing.
By Order of the Board of Trustees
WILLIAM NEWMAN
Chief Executive Officer
and Chairman of the Board
_________ __, 1995
<PAGE>
APPENDIX I
AMENDMENT #11
TO
DECLARATION OF TRUST
OF
NEW PLAN REALTY TRUST
This AMENDMENT #11 TO DECLARATION OF TRUST OF NEW PLAN REALTY TRUST is
made as of the ___ day of December, 1995 by William Newman, Arnold Laubich,
Norman Gold, Melvin Newman, James Steuterman, Raymond Bottorf, Dean Bernstein,
John Wetzler and Gregory White, not personally but solely as Trustees of New
Plan Realty Trust.
W I T N E S S E T H :
WHEREAS, on July 31, 1972, the Trustees entered into a certain Declaration
of Trust of New Plan Realty Trust; and
WHEREAS, on July 31, 1972, August 1, 1972, November 15, 1972, December 6,
1972, December 12, 1972, December 13, 1979, July 9, 1981, December 15, 1982,
December 10, 1986 and March 29, 1988, respectively, the Trustees entered into
Amendments #1, #2, #3, #4, #5, #6, #7, #8, #9 and #10 to the Declaration of
Trust; and
WHEREAS, the Trustees have unanimously voted to amend said Declaration of
Trust of New Plan Realty Trust as previously amended, as provided in this
Amendment to the Declaration of Trust of New Plan Realty Trust; and
WHEREAS, the holders of not less than two-thirds of the Shares of
Beneficial Interest, without par value, outstanding have at a shareholders'
meeting duly held on December 13th, 1995, voted in favor of this Amendment to
said Declaration of Trust of New Plan Realty Trust, and have accordingly agreed
to all of the terms and provisions herein stated;
NOW, THEREFORE, the Declaration of Trust of New Plan Realty Trust, as
heretofore amended, is hereby further amended as hereinafter set forth.
1. Section 2.2.28 is hereby amended by adding the phrase "and Section
10.9" at the end of, but within, the parenthetical appearing in said section.
2. Section 4.4. is hereby deleted in its entirety.
3. The last two sentences of Section 6.1.2. are hereby deleted and the
following sentence is hereby added in its place and stead:
"The number of Preferred Shares authorized hereunder shall be
unlimited."
4. Section 6.3. is hereby deleted in its entirety.
5. The following is hereby added at the end of Section 8.3.2:
In addition, except as set forth below, any issuance or transfer
of Shares, or Securities convertible into Shares, that would create a
direct or indirect owner of more than 5.0% of the lesser of the
number or the value of the total Shares outstanding ("Excess Shares")
shall be void ab initio and the would-be transferee of such Shares
shall be deemed never to have had any interest in the Shares purport-
edly transferred, and the would-be transferor shall be deemed never
to have transferred such Shares and shall continue without
interruption as the full and record beneficial owner of such Shares.
For purposes of this Declaration of Trust, the number and value of
the total Shares outstanding shall be determined by the Trustees in
good faith, which determination shall be conclusive for all purposes
hereunder.
The foregoing restrictions shall not apply to any Person
approved by the Trustees ("Excepted Person"), at their option and in
their sole discretion, provided, however, that such approval shall
not be granted to any Person whose ownership of Excess Shares would
result, directly, indirectly or as a result of attribution of
ownership, in termination of the status of the Trust as a real estate
investment trust under the REIT Provisions of the Internal Revenue
Code.
Any Person other than an Excepted Person who could, as a result
of any transfer and/or registration of transfer on the books of the
Trust of any Shares, or Securities convertible into Shares, become a
direct or indirect owner of Excess Shares shall give written notice
to the Trust of the proposed transfer and any information as may be
required by the Trustees no later than the 15th day prior to any
transfer which, if consummated, would result in such ownership.
6. The reference to the number "5,000" in Section 8.3.4. shall be
replaced with the number "500,000."
7. The following is hereby added as a new Section 8.3.6.:
8.3.6. NYSE Settlement. Nothing contained in this Section 8.3.
shall preclude the settlement of any transaction entered into through
the facilities of the New York Stock Exchange, Inc. The fact that
the settlement of any transaction is permitted shall not negate the
effect of any other provision of this Section 8.3. and any transferee
in such a transaction shall be subject to all of the provisions and
limitations set forth in this Section 8.3."
8. The first sentence of Section 10.1. is hereby amended to read as
follows:
"The number of Trustees shall be not less than five nor more than 15
and shall be determined from time to time by a majority of the
Trustees than acting."
9. Section 10.9.1. is hereby amended as follows:
The language after the word "except" is hereby deleted and the
following is hereby added in its place and stead:
"pursuant to transactions that are (A) approved by a majority of
disinterested Trustees and (B) in all material respects on such terms
as are fair and reasonable to the Trust at the time of the
transaction."
10. The following is hereby added to the end of Section 13.1:
The Trustees may from time to time approve and file in the
office of the Secretary of The Commonwealth of Massachusetts (and in
any other office in any state where the Declaration of Trust and
amendments may be filed or recorded) an Amended and Restated
Declaration of Trust which contains, consolidates and conforms the
substantive provisions of the Declaration of Trust and any amendments
thereto on or prior to the date thereof. If the Amended and Restated
Declaration of Trust only restates (with nonsubstantive conforming
changes which the Trustees consider appropriate) and does not make
any substantive amendment to the Declaration of Trust as previously
amended, such Amended and Restated Declaration of Trust may be
approved by the Trustees without the vote or assent of the
Shareholders. From and after the filing thereof, such Amended and
Restated Declaration of Trust shall be deemed for all purposes to
have superseded the earlier Declaration of Trust and amendments
thereto and shall constitute the Declaration of Trust of the Trust.
11. Section 15.1. is hereby amended to read as follows:
"The Trust shall continue perpetually unless terminated pursuant to
Section 13.1. hereof."
IN WITNESS WHEREOF, the parties hereto as Trustees hereunder have signed
these presents as of the day and year first above written and the President and
Secretary of the Trust have executed these presents to evidence the vote of at
least two-thirds in interest of the shareholders of the Trust in favor of the
within amendments.
___________________________ ____________________________
William Newman, Trustee Gregory White, Trustee
___________________________ ____________________________
Norman Gold, Trustee Melvin Newman, Trustee
___________________________ ____________________________
James Steuterman, Trustee Raymond Bottorf, Trustee
___________________________ ____________________________
Dean Bernstein, Trustee John Wetzler, Trustee
___________________________ ____________________________
Arnold Laubich, Trustee and Steven Siegel, Secretary
President
<PAGE>
(FORM OF PROXY CARD)
NEW PLAN REALTY TRUST
Proxy for Annual Meeting of Shareholders to be Held on December 13, 1995
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Leonard Cancell and Joel Crystal, and each
of them, as attorney-in-fact and proxy with full power of substitution to
represent the undersigned and to vote all of the undersigned's Shares of
Beneficial Interest in the Trust at the Annual Meeting of Shareholders to be
held at the offices of Coopers & Lybrand, 1301 Avenue of the Americas, Second
Floor, New York, New York at 10:00 in the morning on December 13, 1995, and at
any adjournment thereof. Said attorney-in-fact and proxy is instructed to vote
as designated on the reverse side.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
(FORM OF PROXY CARD)
(reverse side)
1. Electing three Trustees.
Nominees: Melvin Newman, Raymond H. Bottorf and Gregory White
__ FOR all nominees __ WITHHELD as to all nominees
__ FOR, except vote withheld from the following nominees:
2. Approving the Amendment to the Declaration of Trust, as amended, of
New Plan Realty Trust, as described in the Proxy Statement
accompanying this Proxy Card.
__ FOR __ WITHHELD __ ABSTAIN
3. In their judgment, upon such other matters as may properly come
before the meeting.
The attorney-in-fact and proxy shall vote the undersigned's shares as
specified hereon, or, where no choice is indicated, the undersigned's vote will
be cast FOR each of the matters hereon.
NOTE: PLEASE COMPLETE THIS PROXY AND MAIL TO US PROMPTLY
___ MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
___ MARK HERE IF YOU PLAN TO ATTEND THE MEETING
Please sign exactly as name appears hereon and date. Where shares are held
jointly, both holders should sign. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title as such.
Signature:____________________ Date:_______________
Signature:____________________ Date:_______________
