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 No fee required.
__ 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:(set forth the amount on which the
filing fee is calculated and state how it was determined).
__________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________________
(5) Total fee paid:
__ Fee paid previously with preliminary materials.
__ 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:
__________________________________________________________________________
<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 10, 1997
The Annual Meeting of Shareholders of New Plan Realty Trust (the
"Trust") will be held on Wednesday, December 10, 1997, at 10:00 a.m., New
York City time, at
Baruch College Conference Center
Room 750
151 East 25th Street
New York, New York 10010
for the following purposes:
(1) To elect three Trustees;
(2) To vote upon approval of the adoption of the Trust's 1997 Stock
Option Plan;
(3) To vote upon amendments to the Trust's Amended and Restated
Declaration of Trust relating to:
(a) the elimination of the limitation on the number of preferred
shares that may be issued by the Trust; and
(b) the ability to grant the holders of preferred shares voting
rights with respect to the election of trustees under certain
limited circumstances; and
(4) 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, 1997 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
October __, 1997<PAGE>
NEW PLAN REALTY TRUST
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
_________________________________
PROXY STATEMENT
----------------------------------
ANNUAL MEETING OF SHAREHOLDERS
December 10, 1997
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 Baruch College Conference Center, Room 750,
151 East 25th Street, New York, New York 10010, on Wednesday, December 10,
1997 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 of Shareholders.
This Proxy Statement and the accompanying Proxy Card are being mailed on or
about October 31, 1997 to shareholders of record of the Trust on October
16, 1997.
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, 1997 (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 ____________ 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 present in person or by proxy at the Annual Meeting and
having the right to vote thereon. Adoption of the 1997 Stock Option Plan,
as described in Proposal 2 herein, will require the affirmative vote of a
majority of the votes cast at the Annual Meeting. Approval of each of the
proposed amendments (the "Amendments") to the Trust's Amended and Restated
Declaration of Trust, as described in Proposal 3 herein, will require the
affirmative vote of two-thirds of all the Common Shares outstanding. For
purposes of the election of Trustees and voting on each Amendment,
abstentions and broker non-votes will not be counted as votes cast and,
therefore, will have the same effect as votes cast against the election of
a Trustee and against the applicable Amendment. For purposes of the
adoption of the 1997 Stock Option Plan, abstentions and broker non-votes
will not be counted as votes cast and will have no effect on the result of
such vote. 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
_________ Common Shares, or approximately ___% of the outstanding Common
Shares, and Stichting Pensioenfonds (formerly Algemeen Burgerlijk
Pensioenfonds) (the "Dutch Fund") owned 4,871,900 Common Shares, or
approximately ___% of the outstanding Common Shares (see "Security
Ownership of Certain Beneficial Owners"). The British Fund and the Dutch
Fund, which hold an aggregate of approximately ____% of the outstanding
Common Shares as of the Record Date, have agreed that they will vote in
favor of the Board's nominees for Trustees. In addition, all of the
current Trustees and executive officers of the Trust, beneficial holders
collectively of approximately ____% of the outstanding Common Shares as of
the Record Date, have advised the Trust that they each intend to vote in
favor of the Board's nominees for Trustees, for the adoption of the Trust's
1997 Stock Option Plan and for the adoption of each of the Amendments.
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 or for (i) the Board's nominees for
Trustees, (ii) the adoption of the Trust's 1997 Stock Option Plan, and
(iii) each of the Amendments. 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 ONE
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 1998
annual meeting of shareholders and three members whose terms expire at the
1999 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 Melvin Newman,
Raymond Bottorf and Gregory White expire in 1998 and the terms of James
Steuterman, Norman Gold and Dean Bernstein expire in 1999. William Newman,
Arnold Laubich and John Wetzler are nominees for Trustee, each to hold
office for a term of three years until the annual meeting of shareholders
to be held in 2000.
Nominees for Election as Trustee
The following individuals are nominees for election as Trustees at the
Annual Meeting for three year terms expiring in 2000:
William Newman, age 71, 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 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 47 years. He also is a past Chairman of the National
Association of Real Estate Investment Trusts.
Arnold Laubich, age 67, has been a Trustee of the Trust since 1988. He
has also been President and Chief Operating Officer of the Trust since
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 51, has been a Trustee of the Trust since 1994. Mr.
Wetzler has been President of Nautica Retail U.S.A., Inc., a subsidiary 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.
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.
Melvin Newman, age 55, 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.
Raymond H. Bottorf, age 55, has been a Trustee of the Trust since 1991.
Mr. Bottorf has been the Managing Director of the Global Property Team of
ABN-AMRO Chicago Corp., a _______________, since September 1997. From
________ to September 1997 he was the President and sole Director of U.S.
Alpha, Inc., New York, New York, a wholly-owned subsidiary of the Dutch
Fund.
Gregory White, age 41, 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
Mortgage Associates since 1992. From 1988 to 1992, he was a Managing
Director of the Salomon Brothers Inc real estate finance department.
Norman Gold, age 67, has been a Trustee of the Trust since its
organization in 1972. He has been active in the practice of law for 43
years and a partner of the law firm of Altheimer & Gray for over 34 years.
He is also a trustee of Banyan Short Term Income Trust and Banyan Strategic
Land Trust; none of these entities are in any way related to or competitive
with the Trust.
James M. Steuterman, age 41, 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 39, 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.
Board of Trustees' Meetings
During the Trust's fiscal year ended July 31, 1997, the Board held four
quarterly meetings and acted by unanimous written consent on three
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. The
Board does have, however, a Special Compensation Committee consisting of
four of the Trust's non-employee Trustees (currently Messrs. Bottorf, Gold,
Wetzler and White), which reviews the compensation arrangements of Messrs.
William Newman, Laubich, Steuterman and Bernstein, the trustees who are
also executive officers of the Trust.
The Audit Committee is currently composed of Messrs. Gold, White,
Wetzler and Bottorf. The Audit Committee recommends to the Board the
selection of the independent auditors to be employed by the Trust and
reviews generally the Trust's internal and external audits and the results
thereof. The Audit Committee met once during the last fiscal year.
The Stock Option Committee consists of Messrs. William Newman, Gold and
Laubich. The Stock Option Committee administers the Trust's 1985 Incentive
Stock Option Plan and 1991 Stock Option Plan and, subject to the provisions
of the respective plans, selects the Trustees, 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
acted by unanimous written consent on six occasions during the last fiscal
year.
Trustees' Compensation
The Trustees of the Trust who are not employees of the Trust each
received $12,500 in annual Trustee fees and $500 per meeting. No fees are
paid to Trustees who are employees of the Trust. In addition, the Trust
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. WILLIAM NEWMAN, LAUBICH AND WETZLER AS TRUSTEES FOR A THREE
YEAR TERM EXPIRING IN 2000.<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, Laubich, Steuterman and 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.......... 71 Chairman of the Board and 1961(1)
Chief Executive Officer
Arnold Laubich.......... 67 President and Chief 1988
Operating Officer
James M. Steuterman..... 41 Executive Vice President 1989
Steven F. Siegel........ 37 General Counsel and 1991
Secretary
Leonard N. Cancell...... 64 Senior Vice President 1988
James DeCicco........... 51 Senior Vice President- 1996
Leasing
William Kirshenbaum..... 61 Vice President and Treasurer 1981
Dean Bernstein.......... 39 Vice President- 1992
Administration and Finance
Irwin E. Kwartler....... 71 Vice President 1982
Michael I. Brown........ 55 Chief Financial Officer and 1989
Controller
Joseph Bosco............ 48 Vice President 1993
Tom Farrell............. 40 Vice President-Acquisitions 1997
(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. 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. Mr. DeCicco became Senior Vice President - Leasing of the Trust
in March 1996. From May 1991 to March 1996, Mr. DeCicco was Vice President
- - Leasing of the Trust. Mr. Farrell became Vice President - Acquisitions
of the Trust on November 12, 1994, the date upon which he commenced his
employment with the Trust. Prior thereto, Mr. Farrell was a Vice-President
at The Balcor Company, a real estate company. Messrs. Siegel, Cancell,
Kirshenbaum, Brown and Kwartler have each held the respective positions set
forth above for more than the past five years.
EXECUTIVE COMPENSATION
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, 1997, 1996 and
1995:
Long Term All Other
Name and Principal Compen- Compensation
Position Annual Compensation sation $
________ ___________________ _________ ____________
Salary Bonus Options
Year ($) ($) (#)
William Newman, CEO.... 1997 $_______ $_______ - $ _______
1996 $430,759 $ 75,000 - $ 25,337
1995 $340,553 $ 75,000 - $ 133,568
Arnold Laubich,
President............ 1997 $_______ $_______ - $ _______
1996 $444,085 $100,000 - $ 4,500
1996 $340,553 $100,000 - $ 4,500
James M. Steuterman,
Executive Vice
President............ 1997 $_______ $_______ - $ _______
1996 $232,693 $ 85,000 2,000 $ 4,500
1995 $169,904 $ 20,000 9,500 $ 4,500
Steven F. Siegel,
General Counsel
and Secretary........ 1997 $_______ $_______ - $ _______
1996 $142,500 $ 48,500 5,000 $ 4,103
1995 $136,846 $ 17,500 1,000 $ 4,500
Leonard Cancell, Senior
Vice President....... 1997 $_______ $_______ - $ _______
1996 $141,605 $ 40,000 - $ 4,500
1995 $129,154 $ 14,000 - $ 4,500
______________________
(1) Includes the 401(k) Plan contribution for officers and 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 $50,000 or ten percent of the total
salary and bonus paid or accrued by the Trust for services rendered by
each officer during the fiscal year indicated.
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information with respect to options
granted to the Named Officers during the fiscal year ended July 31, 1997:
% of
Total
Options Potential
Granted Exer- Realizable
to cise Value at
Employ- Price Assumed Rates
Options ees in Per Expir- of Stock Price
Granted Fiscal Share ation Appreciation
Name & Title (#) Year ($) Date for Option Term
__________________ _____ ______ ______ _______ ________________
5%(1) 10%(1)
______ ________
William Newman, CEO.... _____ ___% $_____ _______ $______ $_______
Arnold Laubich,
President............ _____ ___% $_____ _______ $______ $_______
James Steuterman,
Executive Vice
President............ _____ ___% $_____ _______ $______ $_______
Steven F. Siegel,
General Counsel
and Secretary........ _____ ___% $_____ _______ $______ $_______
Leonard Cancell,
Senior Vice
President............ _____ ___% $_____ _______ $______ $_______
__________________
(1) The 5% and 10% rates of appreciation were set by the Securities and
Exchange Commission and are not intended to forecast future appreciation,
if any, of the Trust's Common Shares.
<PAGE>
Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year End Option Values
The following table sets forth certain information with respect to the
option exercises during the fiscal year ended July 31, 1997, and the
unexercised options held as of the end of such fiscal year, by the Named
Officers:
Shares
Acquired Number of Value of Unexer-
on Value Unexercised cised In-The-Money
Exercise Realized Options at Fiscal Options at Fiscal
Name & Title (#) ($) Year-End (#) Year-End (1)
____________ ________ ______ _________________ __________________
Exer- Unexer- Exer- Unexer-
cisable cisable cisable cisable
_______ _______ _______ _______
William Newman,
CEO.............. - - - - $_______ $_______
Arnold Laubich,
President........ - - - - $_______ $_______
James M. Steuterman,
Executive
Vice President... - - - - $_______ $_______
Steven F. Siegel,
General Counsel
and Secretary.... - - - - $_______ $_______
Leonard Cancell,
Senior Vice
President........ - - - - $_______ $_______
_________________
(1) Based upon a closing price per share of $22.875 on July 31, 1997.
<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. The Board does have, however, a
Special Compensation Committee consisting of four of the Trust's non-employee
Trustees (currently Messrs. Bottorf, Gold, Wetzler and White), which reviews
the compensation arrangements of Messrs. William Newman, Laubich, Steuterman
and Bernstein, the trustees who are also executive officers of the Trust.
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 apartment complex 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 at competitive levels relative to the 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 business 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, business performance, Common Share appreciation and total
return to shareholders to the peer group. The Board also reviews, 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 talent are not necessarily all of the companies that would be
included in a peer group established for comparing shareholder returns. The
Special Compensation Committee performed the same function and analysis with
respect to Messrs. William Newman, Laubich, Steuterman and Bernstein.
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. The Special Compensation Committee performed the same
function and analysis with respect to Messrs. William Newman, Laubich,
Steuterman and Bernstein. 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 (1996), the contribution by the Trust was equal to 3% of each
employee's eligible compensation. For the fiscal year ended July 31, 1997,
the Trust's contribution to the 401(k) retirement plan allocated to the Chief
Executive Officer was $_____.
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 talent,
including a comparison to base salaries for comparable positions in the peer
group. The base salaries currently are intended to be fixed at competitive
levels relative to the base salaries paid to executive officers with
comparable qualifications, 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 and Special Compensation Committee, as applicable, may
deem appropriate. The Board and Special Compensation Committee, as
applicable, will also consider, where appropriate, non-financial performance
achievements by the Trust and its employees.
During the fiscal year ended July 31, 1997, William Newman, the Trust's
Chief Executive Officer, received a base salary of $_______. In determining
the base salary paid to Mr. William Newman, the Special Compensation
Committee 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 Trust's earnings and returns on shareholder
equity.
Annual Bonus
All of the Trust'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 and Special
Compensation Committee, as applicable, 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 and Special Compensation Committee, as applicable, may deem
appropriate. The Trust's Chief Executive Officer, William Newman, received
an annual bonus of $_______ for the fiscal year 1997.
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 are based on, among other things, a review of
compensation data from the peer 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
annually only as a percentage of the total number of Common Shares covered by
the options. 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 1997, stock
options to purchase 37,500 Common Shares 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 business
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 and the Special
Compensation Committee.
October __, 1997
Dean Bernstein William Newman
Raymond H. Bottorf James M. Steuterman
Norman Gold John Wetzler
Arnold Laubich Gregory White
Melvin Newman
SHARE PRICE PERFORMANCE GRAPH
The following table compares the cumulative total shareholder return on
the Common Shares for the period commencing August 1, 1992 through July 31,
1997 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, 1992, and assuming reinvestment of dividends.
The shareholder return shown on the graph below is not indicative of future
performance.
COMPARISON OF FIVE YEAR CUMULATIVE
TOTAL RETURN
NEW PLAN S&P 500 NAREIT: ALL REITS
1992 100.0 100.0 100.0
1993 111.4 108.7 117.7
1994 106.6 114.3 122.6
1995 117.8 144.2 130.8
1996 121.9 168.1 152.8
1997 139.7 255.7 209.5
(1) The NAREIT All REIT Total Return Index (consisting of 196 companies with
a total market capitalization of approximately $116.1 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 Common Shares of the
Trust. Such loans are unsecured except as specifically noted. At July 31,
1997, Arnold Laubich, President and Chief Operating Officer and Trustee, was
indebted to the Trust in the aggregate amount of $165,000 (which amount is
$165,000 less than his indebtedness to the Trust as of July 31, 1996). The
amount owed is represented by a demand note bearing interest at 6% per annum.
At July 31, 1997, William Kirshenbaum, Vice President and Treasurer, was
indebted to the Trust in the aggregate amount of $436,892. The amount owed is
represented by (i) five demand notes in the aggregate amount of $249,892,
each bearing interest at 5% per annum, (ii) two demand notes in the aggregate
amount of $17,000, each bearing interest at 8.375% per annum, and (iii) a
$170,000 note bearing interest at 6% per annum and due January 31, 2000
(which is collateralized by a mortgage). At July 31, 1997, Leonard Cancell,
Senior Vice President, was indebted to the Trust in the aggregate amount of
$349,941. The amount owed is represented by (i) three demand notes in the
aggregate amount of $272,375, each bearing interest at 5% per annum, and (ii)
a $77,566 demand note bearing interest at 6% per annum. At July 31, 1997,
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) three demand notes in the aggregate amount of $289,170,
each bearing interest at 5% per annum, and (ii) a $51,960 demand note bearing
interest at 6% per annum. At July 31, 1997, Irwin Kwartler, a Vice
President, was indebted to the Trust in the aggregate amount of $206,158. The
amount owed is represented by three demand notes, each bearing interest at 5%
per annum. At July 31, 1997, Dean Bernstein, Vice President - Administration
and Finance and Trustee, was indebted to the Trust in the aggregate amount of
$95,062, represented by a demand note bearing interest at a rate of 5% per
annum. At July 31, 1997, Joseph Bosco, a Vice President, was indebted to the
Trust in the aggregate amount of $136,786. The amount owed is represented by
(i) three demand notes in the aggregate amount of $26,786, each bearing
interest at 5% per annum, (ii) a $17,000 demand note bearing interest at
8.375% per annum, (iii) an $84,000 demand note bearing interest at 6% per
annum, and (iv) a $9,000 demand note bearing interest at 8% per annum. At
July 31, 1997, 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 two demand notes each bearing interest at 5% per annum. At
July 31, 1997, James DeCicco, Senior Vice President - Leasing, was indebted
to the Trust in the aggregate amount of $140,464. The amount owed is
represented by (i) a demand note in the amount of $2,700 bearing interest at
6% per annum and (ii) a $137,764 note bearing interest at 8.5% per annum and
due October 1, 2024 (which is collateralized by a mortgage).
Compensation Committee Interlocks and Insider Participation
The Trust does not have a compensation committee, consequently, the Board
performs the functions of such committee; however, the Special Compensation
Committee performed such function with respect to Messrs. William Newman,
Laubich, Steuterman and Bernstein. However, it should be noted that the
amount of compensation to be paid by the Trust to each of its officers and
their terms of employment for the year ended July 31, 1997 were, with the
exception of the four above-mentioned individuals, determined primarily by
Messrs. William Newman and Laubich, each of whom serves both as a Trustee and
as an executive officer of the Trust. 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, 1997 were determined by the Plans'
administrators which are Messrs. William Newman, Laubich and Gold.
SECURITY OWNERSHIP OF TRUSTEES AND EXECUTIVE OFFICERS
The following table sets forth as of the Record Date certain information
as to the beneficial ownership of the Trust's Common Shares, including Common
Shares as to which a right to acquire beneficial 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"), by (a) the Trustees and nominees for election as Trustees,
(b) the Named Officers and (c) all executive officers and Trustees as a
group.
Amount and
Nature of
Beneficial Percent
Name and Business Address(1) Ownership(2) of Class
____________________________ ____________ ________
William Newman. . . . . . . . . . . . . _______(3) ____%
Arnold Laubich. . . . . . . . . . . . . _______(4) ____%
James M. Steuterman . . . . . . . . . . _______(5) (6)
Melvin Newman . . . . . . . . . . . . . _______(7) ____%
Norman Gold . . . . . . . . . . . . . . _______ (6)
Dean Bernstein. . . . . . . . . . . . . _______(8) (6)
Raymond H. Bottorf. . . . . . . . . . . _______(9) (6)
John Wetzler. . . . . . . . . . . . . . _______(10) (6)
Gregory White . . . . . . . . . . . . . _______(11) (6)
Steven F. Siegel. . . . . . . . . . . . _______(12) (6)
Leonard Cancell . . . . . . . . . . . . _______(13) (6)
All Executive Officers and Trustees
as a Group (17 individuals). . . . . . _______ ____%
_________________
(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 _______ Common Shares owned by Mr. Newman's wife, _______
Common Shares held by Mr. Newman as custodian for his grandchildren and
________ Common Shares held by a family charitable foundation, as well
as _______ 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 ________ Common Shares owned by Mr. Laubich's wife, ________
Common Shares held jointly with his wife (as to which Common Shares Mr.
Laubich shares voting and investment power), and ________ Common Shares
held by his wife and adult daughter jointly, as well as _______ 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 ________ Common Shares held jointly with Mr. Steuterman's wife
(as to which Common Shares Mr. Steuterman shares voting and investment
power), ________ Common Shares held by Mr. Steuterman as custodian for
his children, and ________ 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 _______ Common Shares owned by Mr. Newman's wife, ________
Common Shares held by one of Mr. Newman's children and ________ Common
Shares held by The Morris and Ida Newman Family Foundation (the
"Foundation"), of which Mr. Newman is the trustee, as well as ________
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 ________ Common Shares owned by Mr. Bernstein's wife, ________
Common Shares held jointly with his wife (as to which Common Shares Mr.
Bernstein shares voting and investment power), and ________ Common
Shares which Mr. Bernstein has the right to acquire upon the exercise of
share options.
(9) Represents ________ Common Shares which Mr. Bottorf has the right to
acquire upon the exercise of share options. Does not include the
________ Common Shares owned by the Dutch Fund.
(10) Includes _____ Common Shares owned by Mr. Wetzler's wife and _____
Common Shares owned by Mr. Wetzler as custodian for his children, as
well as _____ 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 children.
(11) Represents _____ Common Shares held jointly with Mr. White's wife (as to
which Common Shares Mr. White shares voting and investment power) and
_____ Common Shares held by Mr. White as custodian for his children, as
well as _____ Common Shares which Mr. White has the right to acquire
upon exercise of share options.
(12) Includes _______ Common Shares which Mr. Siegel has the right to acquire
upon the exercise of share options.
(13) Includes ________ Common Shares held jointly with Mr. Cancell's wife (as
to which Common Shares Mr. Cancell shares voting and investment power),
and _______ Common Shares which Mr. Cancell has the right to acquire
upon exercise of share options.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information regarding the beneficial
ownership of Common Shares 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 of Class
________________________ ____________ ________
Stichting Pensioenfonds................ 4,871,900 ____%
Oude Lindestraat 70
Correspondentieadres,
postbus 2980,
6401 DL Heerlen
The Netherlands
The British Fund and the Dutch Fund have agreed that until December,
2001 they will vote their Common Shares in favor of management's nominees to
the Board. The Dutch Fund's agreement to so vote requires that a specified
degree of continuity exist in the Trust's management (as described below).
The Trust has agreed to include among management's nominees to the Board
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 owned approximately ____% of the outstanding Common Shares). In the
event the Trust issues additional Common Shares for cash at a time when the
Dutch Fund owns at least 9.9% of the outstanding Common Shares, such fund
shall have the right to maintain its percentage of ownership in the Trust by
purchasing from the Trust additional Common Shares at the same price paid by
such purchaser, less an amount equal to underwriter's commissions, if any.
Pursuant to the agreement between the Trust and the Dutch Fund, the
Dutch Fund has agreed that, until January 10, 2006, it will not acquire
Common Shares which would bring its holdings in excess of 15% of the
outstanding Common Shares without the Trust's prior consent, provided that a
degree of continuity exists in the Trust's management. The continuity
requirement 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 shall consist of "Continuing Officers" (who are defined as
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.
PROPOSAL TWO
Adoption of the Trust's 1997 Stock Option Plan
The 1997 Stock Option Plan
The 1997 Stock Option Plan (the "1997 Plan") is set forth in Appendix I.
The purpose of the 1997 Plan is to attract and retain outstanding individuals
as key employees and Trustees of the Trust and its affiliates and to provide
incentives for such key employees and Trustees to achieve the objectives and
promote the business success of the Trust and its affiliates by providing to
such individuals opportunities to acquire Common Shares through the exercise
of options and thereby provide such individuals with a greater proprietary
interest in and closer identity with the Trust and its financial success. An
aggregate of 2,500,000 Common Shares is authorized for issuance upon the
exercise of options granted under the 1997 Plan. The maximum number of
Common Shares available to any one optionee under the 1997 Plan through
options granted in one calendar year is 250,000 Common Shares. The 1997 Plan
provides for the grant of so-called incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), as well as options which do not qualify as incentive options.
Incentive options are not available to non-employee Trustees. All Trustees
(currently nine) and all employees (currently approximately 600) of the Trust
and its affiliates are eligible to participate in the 1997 Plan. The last
reported sale price of the Common Shares on the Record Date was ____.
The 1997 Plan will be administered by Option Committees to be appointed
by the Board of Trustees. It is presently anticipated that Norman Gold, John
Wetzler, Gregory White and Raymond Bottorf will serve as the Option Committee
with respect to option grants to Trustees who are also employees of the
Trust, the Board of Trustees will serve as the Option Committee for certain
designated officers, and William Newman and Arnold Laubich will serve as the
Option Committee with respect to option grants to all other eligible
employees and Trustees. Subject to the terms of the 1997 Plan, the Option
Committees determine the individuals who will receive options, the number of
Common Shares to be covered by each option, whether the options will be
incentive options or non-incentive options, the option exercise price, the
option duration, option exercise schedule and all other terms and conditions
of the option as well as whether or not option exercise schedules will be
accelerated and whether options will be canceled and reissued.
Options are exercisable as provided by the Option Committees. Upon a
Change of Control, as defined in the 1997 Plan, all options become
immediately exercisable in full. Unless the option grant provides otherwise,
in the event the optionee's employment terminates by reason of the optionee's
permanent disability or death, the option may be exercised (within the term
thereof) for a period of one year after the termination to the extent such
option was exercisable at termination. Unless the option grant provides
otherwise, in the event of any other termination of employment, the option
may be exercised (within the term thereof) for a period of 30 days thereafter
to the extent such option was exercisable at termination.
Payment upon exercise of options may be made as determined by the Option
Committees in cash, Common Shares, by means of "cashless exercise" or as
otherwise determined by the Option Committees. The Option Committees may
authorize, as full or partial payment of the option exercise price, a
recourse promissory note evidencing the optionee's obligation to make future
cash payment thereof. To satisfy income tax withholding obligations, the
Option Committees may in lieu of cash withholding, permit withholding
obligations to be satisfied through withholding of Common Shares.
No option is treated as an incentive option if it is exercisable more
than 10 years from the date of the option grant, has an exercise price less
than fair market value of the Common Shares on the date of grant or is
exercised more than three months after a termination of employment other than
by reason of death or disability. The aggregate fair market value
(determined as of the date the option is granted) of the Common Shares with
respect to which incentive options are exercisable for the first time by the
optionee in any calendar year (under the 1997 Plan and any other incentive
option plan of the Trust) may not exceed $100,000.
Incentive options are not transferable except by will or the laws of
descent and distribution, and during the lifetime of the optionee, incentive
options are only exercisable by the optionee. The Option Committees may
permit non-incentive options to be transferred subject to conditions or
limitations specified by the Option Committees such as classifications or
categories of permissible transferees. The number of Common Shares available
for issuance under the 1997 Plan and the number of Common Shares subject to
outstanding options and the exercise price for outstanding options are
subject to adjustment in the event of a Common Share dividend,
recapitalization or other similar change affecting the number of outstanding
Common Shares. The Option Committees also may authorize the issuance or
assumption of options or any other equitable adjustment (including
cancellation and cash-out of the options) in connection with any merger,
consolidation, acquisition of property or stock, or reorganization or
liquidation, or in case of any extraordinary transaction, upon such terms and
conditions as the Option Committees may deem appropriate.
The 1997 Plan may be amended or terminated by the Trustees of the Trust,
but the Trustees may not adversely change the number of Common Shares or
terms and conditions of any option without the consent of the holder of the
option. No options may be granted under the 1997 Plan after December 9,
2007, but options outstanding on such date would remain exercisable according
to their terms.
Under the Code, neither the grant nor the lapse of an option is a
taxable event. The exercise of an incentive option will also not be a
taxable event, except that the "bargain element" (i.e., the difference, if
any, by which the fair market value of the Common Shares on the date of
exercise, determined without regard to restrictions, exceeds the exercise
price) may be subject to the alternative minimum tax depending on the
optionee's overall tax situation. If the incentive optionee has been an
employee of the Trust from the date of grant until 30 days prior to exercise
(or 12 months in the event of permanent disability), and if the employee has
held the stock for at least one year from the date of exercise and two years
from the date of grant, any gain on the sale of the option Common Shares will
be taxed to the optionee at capital gains rates. The maximum individual
federal capital gains tax rates are 28% for stock held more than 12 months
and not more than 18 months and 20% for stock held more than 18 months. If
the optionee sells the Common Shares acquired pursuant to an incentive option
before the end of the applicable time periods, any gain on the sale will be
taxed to the optionee as ordinary income. The amount of the gain taxed as
ordinary income will be the lesser of (1) the bargain element or (2) the
amount realized on the sale less the exercise price. The exercise of a
non-incentive option requires the optionee's recognition of ordinary income
(subject to withholding) equal to the excess of the fair market value of the
Common Shares on the date of exercise over the exercise price. Any gain on
the sale of such non-incentive option Common Shares held for the appropriate
period over the exercise price will be taxed at capital gains rates. The
Trust will be entitled to a business deduction equal to the amount of
ordinary income, if any, recognized by the optionee.
The grant of options is subject to the discretion of the Option
Committees and no option grants have yet been made under the 1997 Plan and
therefore are not yet determinable.
Effect of Approval of the 1997 Plan
Approval by the shareholders of the adoption of the 1997 Plan is needed
to attempt to satisfy certain New York Stock Exchange (the "NYSE")
requirements.
Adoption of the 1997 Plan requires the affirmative vote of a majority of
the Common Shares present in person or by proxy at the Annual Meeting and
having the right to vote thereon. If the requisite affirmative vote is not
obtained, the 1997 Plan will not be adopted and options will not be granted
thereunder.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
ADOPTION OF THE 1997 PLAN.
PROPOSALS RELATING TO
AMENDMENTS TO THE TRUST'S
AMENDED AND RESTATED DECLARATION OF TRUST
At the Annual Meeting, the shareholders of the Trust will be asked to
consider and act upon two proposals to amend the Trust's Amended and Restated
Declaration of Trust (the "Declaration of Trust"). More specifically, the
Amendments will:
(i) eliminate the limitation on the number of preferred shares (the
"Preferred Shares") the Trust is authorized to issue; and
(ii) enable the Trust under certain limited circumstances to grant the
holders of Preferred Shares the right to vote for a limited number of
Trustees in the event that the Trust defaults on the payment of dividends on
Preferred Shares.
The text of the Amendments is set forth in Appendix II and this summary is
qualified in its entirety by reference thereto. Adoption of either Amendment
is not contingent upon adoption of the other Amendment. Accordingly, each
Amendment shall be voted upon separately.
PROPOSAL THREE (A)
Amendment Relating to Authorized
Preferred Shares
Current Declaration Provision
The Declaration of Trust provides that the total number of Preferred
Shares that may be issued by the Trust is limited to 1,000,000 shares.
Proposed Change to the Declaration
The Amendment will eliminate the 1,000,000 share limitation.
Reasons for the Proposed Change
Currently, the Trust can effectively issue more than 1,000,000 Preferred
Shares by issuing depositary shares representing fractional interests in
Preferred Shares. The elimination of the 1,000,000 share limitation, however,
will enable the Trust to avoid the necessity of issuing Preferred Shares by
means of depositary shares, which is a more complex, burdensome and costly
method for the Trust to issue Preferred Shares.
PROPOSAL THREE (B)
Amendment Relating to the Voting
Rights of Preferred Shareholders
Current Declaration Provision
The Declaration of Trust provides that the holders of Preferred Shares
shall not be entitled to vote on the election of one or more separate
Trustees.
Proposed Change to the Declaration
The Amendment will authorize the Board of Trustees to give holders of
Preferred Shares, voting together as one class, the right to vote on the
election of Trustees only if the Trust defaults on the payment of dividends
on Preferred Shares for the requisite period and only to the extent the
granting of such limited voting right under such circumstance is required for
Preferred Shares to be eligible for listing on the NYSE or the American Stock
Exchange (the "AMEX) or for quotation on the Nasdaq Stock Market ("Nasdaq").
The number of Trustees that the holders of Preferred Shares shall have the
right to elect, however, shall be limited to the minimum number of Trustees
necessary to satisfy such eligibility requirements.
Reasons for the Proposed Change
The Trust's Common Shares are listed on the NYSE. Currently, in order
for the Trust's Preferred Shares to be eligible for listing on the NYSE or
the AMEX or for quotation on Nasdaq, the holders of Preferred Shares, voting
together as one class, must have the right to vote on the election of a minimum
of two Trustees in the event that the Trust defaults on the payment of
dividends on Preferred Shares for six quarterly periods. The Amendment will
authorize the Board of Trustees to give holders of Preferred Shares, voting
together as one class, the right to vote on the election of Trustees only
if the Trust defaults on the payment of dividends on Preferred Shares for the
requisite period and only to the extent the granting of such limited voting
right under such circumstance is required for Preferred Shares to be eligible
for listing on the NYSE or the AMEX or for quotation on Nasdaq. The number of
Trustees that the holders of Preferred Shares shall have the right to elect,
however, shall be limited to the minimum number of Trustees necessary to
satisfy such eligibility requirements. The Amendment will not authorize the
Board of Trustees to grant holders of Preferred Shares the right to vote for
the election of Trustees under any other circumstances or for more than the
minimum number of Trustees as is then necessary to satisfy the eligibility
requirements of the NYSE, the AMEX or Nasdaq. The Trust believes that the
liquidity and other benefits provided by listing the Preferred Shares on the
NYSE or the AMEX or quoting the Preferred Shares on Nasdaq should enhance the
Company's ability to raise capital in the future on a more cost efficient basis.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
ADOPTION OF EACH OF THE AMENDMENTS.
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, 1997, all Section 16 filing requirements applicable to
its officers, Trustees and greater than 10% beneficial owners were complied
with, except that Arnold Laubich failed to file one Form 4 on a timely basis
with respect to the acquisition of additional Common Shares by his wife and
daughter.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder intends to present at the Trust's 1998
Annual Meeting of Shareholders must be received by the Trust no later than
June 30, 1998 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, 1997,
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 L.L.P., 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 L.L.P. 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.
<PAGE>
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.
Brokers and nominees should forward soliciting materials to the beneficial
owners of the Common Shares held of record by such persons, and the Trust
will reimburse them for reasonable forwarding expenses. In addition to the
solicitation of proxies by use of the mails, the Trust may utilize the
services of some of its trustees, officers and regular employees (who will
not be specifically compensated for such services) to solicit proxies
personally and by telephone or telecopy with shareholders or their personal
representatives.
By Order of the Board of Trustees
WILLIAM NEWMAN
Chief Executive Officer
and Chairman of the Board
October __, 1997
<PAGE>
APPENDIX I
New Plan Realty Trust
1997 Stock Option Plan
<PAGE>
NEW PLAN REALTY TRUST 1997 STOCK OPTION PLAN
1. Purpose. The purpose of this New Plan Realty Trust 1997 Stock
Option Plan ("Plan") is to attract and retain outstanding individuals as key
employees and members of the Board of Trustees ("Trustees") of New Plan
Realty Trust (the "Company") and its affiliates (the Company and its
affiliates, collectively or individually, "Employer"), and to provide
incentives for such key employees and Trustees to achieve the objectives and
promote the business success of Employer by providing to such individuals
opportunities to acquire common shares of beneficial interest of the Company
("Shares") through the exercise of stock options and thereby provide such
individuals with a greater proprietary interest in and closer identity with
Employer and its financial success. Options granted under this Plan may be
either nonqualified stock options or incentive stock options ("Incentive
Options"). (Nonqualified stock options and Incentive Options, collectively or
individually, "Options"). Options granted under this Plan and designated as
Incentive Options by the Committee (as herein defined) are intended to be
"incentive stock options" within the meaning of that term in section 422 of
the Internal Revenue Code of 1986, as amended ("Code"). To the extent deemed
appropriate by the Committee, as herein defined, the provisions of this Plan
with respect to Incentive Options and of each Incentive Option granted
hereunder shall be interpreted in a manner consistent with that section and
all valid regulations issued thereunder. Incentive Options may not be
granted under the Plan to Trustees, except to those Trustees who are also
employees of Employer at the time of the Option grant.
2. Administration. This Plan will be administered by the Board of
Trustees of the Company (the "Board") or a committee or committees designated
by the Board. (The Board or such committee or committees hereinafter,
collectively or individually, the "Committee"). The Committee shall
interpret the Plan and shall prescribe, amend and rescind rules and
regulations relating thereto and make all other determinations necessary or
advisable for the administration of the Plan. Any such action by the
Committee shall be final and conclusive on all persons having any interest in
the Options or Shares to which such action relates. A majority of the
disinterested members of the Committee shall constitute a quorum and all
determinations of the Committee shall be made by a majority of its
disinterested members. For purposes of this Section, a Committee member is
treated as disinterested if the Committee member is not exercising discretion
at such time with respect to the grant of Options under this Plan to himself
or herself. Any determination of the Committee under this Plan may be made
without notice of meeting of the Committee by a writing signed by a majority
of the disinterested Committee members. Whenever the Committee shall consist
of not more than two disinterested Trustees, all determinations shall be made
by both members either at a meeting or by a writing signed by both members.
The Committee shall determine, within the limits of the express
provisions of this Plan, those key employees and Trustees to whom, and the
time or times at which, Options shall be granted to such key employees or
Trustees. The Committee shall determine the number of Shares to be subject
to each Option, whether an Option will be a nonqualified stock option or an
Incentive Option, the duration of each Option, the time or times within which
(during the term of the Option) all or portions of each Option may be
exercised, whether or not the exercise schedule will be accelerated, the
restrictions applicable to each Option, and whether cash, Shares, or other
property may be accepted in full or partial payment upon exercise of an
Option. In making such determinations, the Committee may take into account
the nature of the services rendered by the Participants (hereinafter
defined), their present and potential contributions to the Employer's success
and such other factors as the Committee in its discretion shall deem
relevant.
3. Participants. The "Participants" in the Plan will consist of such
key employees and Trustees of Employer as the Committee in its sole
discretion from time to time designates within the limits of the express
provisions of this Plan. The Committee's designation of a Participant at any
time shall not require the Committee to designate such person at any other
time. The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the terms of their respective
Options, including without limitation: (i) the financial condition of
Employer, (ii) anticipated profits of the current or future years, (iii)
contributions of Participants to the profitability and development of
Employer, both present and future, and (iv) other compensation provided to
Participants.
4. Terms and Conditions of Options. The Options granted under this
Plan shall be in such form and upon such terms and conditions as the
Committee shall from time to time determine, subject to the provisions of
this Plan, including the following:
a. Option Price
The Option exercise price for each Option shall be
established by the Committee; provided that in the case of Incentive
Options, the Option exercise price shall in no event be less than 100%
of the fair market value of the Shares subject to such Option at the
time such Option is granted. In the case of an Incentive Option
granted to a Participant who at the time of grant owns (directly or
indirectly) shares aggregating more than 10% of the total combined
voting powers of all classes of shares of the Company or any parent or
subsidiary corporation ("10% Owner"), the Option exercise price shall
be at least 110% of such fair market value of the Shares subject to
such Incentive Option at the time such Incentive Option is granted.
b. Option Term
(i) Each Option granted under this Plan shall be for such
period as the Committee shall determine, which period may include, without
limitation, early termination of the Option upon the Participant's
termination of employment or cessation as a Trustee. For purposes of this
Section 4, termination of employment of a Participant who is a Trustee shall
mean the later of the Participant's termination of employment with the
Employer or termination of service as a Trustee.
(ii) Unless the terms of the Option provide otherwise or the
Committee determines otherwise, the following provisions apply:
a) Disability. In the event of termination of employment
of the Participant by reason of the Participant's disability, the
Participant shall have the right to exercise all unexercised
Options, to the extent exercisable as of the last day of
employment under the terms of the Option, at any time within one
year after such termination, subject to the expiration of such
Options pursuant to the terms of the Options. Any such Options not
so exercised shall terminate.
b) Death. In the event of termination of employment of the
Participant by reason of the Participant's death, any person who
acquires any unexercised Options by will or the laws of descent
and distribution from the Participant shall have the right to
exercise all unexercised Options held by the Participant which
were exercisable on the day of the Participant's death under the
terms of the Option, at any time within one year after the
Participant's death, subject to the expiration of such Options
pursuant to the terms of the Options. Any such Options not so
exercised shall terminate.
c) Other Terminations. In the event of the termination of
employment of a Participant for reasons other than those described
in Sections 4(b)(ii)(a) and 4(b)(ii)(b), any unexercised Options
granted to the Participant hereunder shall be deemed canceled and
terminated forthwith, except that such Participant may, within
thirty (30) days after such termination of employment, exercise
such Options which as of the last day of such Participant's
employment were exercisable under the terms of the Option, subject
to the expiration of such Options pursuant to the terms of the
Options.
(iii) No Incentive Option, however, may be for a period more
than ten (10) years from the date the Incentive Option is granted; provided,
however, for a 10% Owner, no Incentive Option may be for a period more than
five (5) years from the date the Incentive Option is granted. To the extent
required by law, but subject to any earlier cancellation and termination of
the Option as provided in the Plan or the Option, a Participant who ceases
to be employed by Employer for any reason other than death or disability
shall not have the right to exercise his or her Incentive Options at any
time after three (3) months after such cessation of employment and continue
to have such Options treated as Incentive Options. To the extent required
by law, a Participant who ceases to be employed by Employer because of
disability shall have no more than one (1) year after such cessation of
employment to exercise his or her Incentive Options and continue to have
such Options treated as Incentive Options. To the extent a Trustee more
than 3 months after the Trustee ceased to be an employee of the Employer
exercises Options granted as Incentive Options and to the extent required by
law, such Options granted as Incentive Options shall be treated as
nonqualified stock options.
c. Method of Exercise
Options may be exercised by giving written notice to the Treasurer
of the Company, stating the number of Shares with respect to which the
Option is being exercised and tendering payment therefor. In the
discretion of the Committee, made at the time the Option is exercised,
payment for Shares may be made in cash, other Shares (by either actual
delivery of Shares or by attestation), retention of Shares which would
otherwise be issued upon Option exercise, "cashless exercise" through a
third party, a combination of the foregoing, or by any other means
which the Committee determines. It shall be a condition to the
performance of the Company's obligation to issue or transfer Shares
upon exercise of an Option that the person exercising the Option pay,
or make provision satisfactory to Employer for the payment of, any
taxes (other than stock transfer taxes) which Employer is obligated to
collect with respect to the issue or transfer of Shares upon such
exercise.
To the extent permitted by the Committee and the Employer, in
their sole discretion, Participants in the Plan may borrow funds on a
recourse basis from the Employer with which to purchase Shares pursuant
to the exercise of an Option. Eligibility of any Participant for such
borrowing will be determined solely at the discretion of the Committee.
Any such loan may bear interest at a rate determined by the Committee.
The Committee may determine to grant additional options to those
Participants in the Plan who exercise their Options with Shares.
d. Value of Shares
The aggregate fair market value (determined at the time the
Incentive Options are granted) of the Shares with respect to which
Incentive Options are exercisable for the first time by a Participant
during any calendar year shall not exceed one hundred thousand dollars
($100,000).
The award of any Options may be subject to other provisions (whether or not
applicable to the Option awarded to any other Participant) as the Committee,
in its sole discretion determines appropriate, including, without limitation,
restrictions on resale or other disposition, installment exercise
limitations, such provisions as may be appropriate to comply with federal or
state securities laws and stock exchange requirements, and undertakings or
conditions as to the Participant's employment in addition to those
specifically provided for under this Plan.
5. Shares. The total number of Shares allocated to this Plan and
available to designated Participants under this Plan is two million five
hundred thousand (2,500,000) Shares, except as such number of Shares shall be
adjusted in accordance with the provisions of Section 8. The maximum number
of Shares available to any one Participant under this Plan through Options
granted in any one calendar year is five hundred thousand (500,000) Shares.
Each Option when granted shall state the number of Shares to which it
pertains. If any Option granted under this Plan expires unexercised, or is
terminated or ceases to be exercisable for any other reason without having
been fully exercised prior to the end of the period during which Options may
be granted under this Plan, or if any Option is canceled, the Shares
theretofore subject to such Option or to the unexercised portion of such
Option shall again become available for new Options to be granted under this
Plan to any eligible person (including the holder of such former Option).
6. Option Notices. Options granted pursuant to this Plan shall be
authorized by the Committee and shall be evidenced by notices ("Option
Notices") in such form as the Committee shall from time to time determine.
Such Option Notices shall state: (i) the number of Shares with respect to
which the Option is granted, (ii) the type of Option - nonqualified stock
option or Incentive Option, (iii) the Option exercise price, (iv) the Option
exercise schedule, (v) the Option term and (vi) such other information as the
Committee deems appropriate. The terms and conditions of each Option Notice
must be consistent with the provisions of this Plan and will be applicable
only to the grant that it announces.
7. Limitations on Transferability. No Incentive Option granted to a
Participant shall be transferable by the Participant except by will or by the
laws of descent and distribution. The Committee in its sole discretion may
permit a Participant to transfer Options, other than Incentive Options,
subject to any conditions or limitations specified by the Committee such as
classifications or categories of permissible transferees.
8. Adjustments.
a. Capital Adjustments
If the Shares should, as a result of any stock dividend, stock
split, other subdivision or combination of Shares, or any
reclassification, recapitalization or otherwise, be increased or
decreased, the number of Shares covered by each outstanding Option, the
Option exercise price under each outstanding Option, and the total
number of Shares reserved for issuance under this Plan shall be
adjusted as determined by the Committee to reflect such action. Any
new Shares or other securities issued with respect to Shares shall be
deemed Shares.
b. Sale or Reorganization
Subject to Section 8(c), in the event the Company is merged
or consolidated with another corporation, or in the event the property
or Shares of the Company are acquired by another corporation, or in the
event of a reorganization or liquidation of Employer, or in the event
of any extraordinary transaction, the board of trustees or directors of
any trust or corporation, respectively, assuming the obligations of the
Company hereunder or the Committee, as applicable, shall have the right
to provide for the continuation of Options granted under the Plan or
for other equitable adjustments as determined by the board of trustees
or directors of such trust or corporation, respectively, assuming the
obligations of the Company hereunder or the Committee, as applicable
(by means, such as, for example, cash payment in an amount equal to the
difference between the Share price and the Option price, conversion
into other property or securities, or giving written notice to holders
of Options that their Options will become immediately exercisable,
notwithstanding any waiting period otherwise prescribed by the
Committee, as applicable, and that such Options must be exercised
within a specified period of days of such notice or they will be
terminated).
c. Change of Control
Upon a "Change of Control" all Options shall become
immediately exercisable in full notwithstanding the terms of the Option
grant to the contrary. For purposes of this Plan, a Change of Control
means:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) ("Beneficial Ownership") of, or the Beneficial Ownership by
any Person of, 25% or more of either (i) the then-outstanding shares of
beneficial interest of the Company (the "Outstanding Company Common Shares")
or (ii) the combined voting power of the then-outstanding voting securities
of the Company entitled to vote generally in the election of Trustees (the
"Outstanding Company Voting Securities"); or
(ii) Individuals who, as of December 10, 1997, are members of
the Board (the "Incumbent Board Members") cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual
becoming a Trustee subsequent to December 10, 1997 whose election, or
nomination for election by the Company's shareholders, was approved by a
vote of at least a majority of the Trustees then comprising the Incumbent
Board Members shall be considered as though such individual were an
Incumbent Board Member, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of
Trustees or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of
the assets of the Company (a "Business Combination") unless, following such
Business Combination,
a) All or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding
Company Common Shares and Outstanding Company Voting
Securities immediately prior to such Business Combination
beneficially own more than 50% of the then-outstanding shares
of beneficial interest and the combined voting power of the
then-outstanding voting securities entitled to vote generally
in the election of trustees or directors of the trust or
corporation, respectively, resulting from the Business
Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all
or substantially all of the Company's assets either directly
or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to the
Business Combination, of the Outstanding Company Common
Shares and Outstanding Company Voting Securities, as the case
may be;
b) No Person (excluding any trust or corporation
resulting from such Business Combination) beneficially owns,
directly or indirectly, 25% or more of the then-outstanding
shares of beneficial interest or common stock of the trust or
corporation, respectively, resulting from the Business
Combination, or the combined voting power of the then-
outstanding voting securities of that trust or corporation
except to the extent that such ownership existed prior to the
Business Combination; and
c) At least a majority of the members of the board of
trustees or directors of the trust or corporation,
respectively, resulting from the Business Combination were
members of the Incumbent Board at the time of the execution
of the initial agreement, or of the action of the Board,
providing for the Business Combination; or
(iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
9. Legal and Other Requirements. Each Option granted under this Plan
shall be subject to the requirement that if at any time the Committee shall
determine, in its discretion, that the listing, registration or qualification
of the Shares issuable or transferable upon the exercise of the Option upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with the granting of such Option, or the
issuance, transfer or purchase of Shares thereunder, such Option may not be
exercised in whole or in part unless such listing, registration,
qualification, consent, or approval shall have been effected or obtained free
of any conditions not acceptable to the Committee. The Company shall not be
obligated to sell or issue any Shares in any manner in contravention of the
Securities Act of 1933, as amended, or any state securities law. No
adjustment with respect to any Shares covered by Options other than pursuant
to Section 8 hereof shall be made for dividends or other rights for which the
record date is prior to the date such stock certificate is delivered.
10. Notice of Sale of Shares. A Participant shall provide prompt
notice of the disposition of any Shares acquired by the Participant upon
exercise of an Incentive Option granted hereunder within two years from the
date such Incentive Option was granted or within one year after the transfer
of such Shares to the Participant; provided, however, that a transfer to a
trustee, receiver, or other fiduciary in any insolvency proceeding, as
described in section 422(c)(3) of the Code, shall not be deemed to be such a
disposition.
11. Tax Withholding. Employer shall comply with the obligations
imposed on Employer under applicable tax withholding laws, if any, with
respect to Options granted hereunder, Shares transferred upon exercise
thereof, and the disposition of such Shares thereafter, and shall be entitled
to do any act or thing to effectuate any such required compliance, including,
without limitation, withholding from amounts payable by Employer to a
Participant and making demand on a Participant for the amounts required to be
withheld.
If the Committee so permits, a Participant, or upon the Participant's
death, the Participant's beneficiary, may satisfy, in whole or in part, the
obligation to pay Employer any amount required to be withheld under the
applicable federal, state and local income tax laws in connection with
exercise of an Option under this Plan by: (i) having Employer withhold from
the Shares to be acquired upon the exercise of the Option, (ii) delivering to
Employer either previously acquired Shares or Shares acquired upon the
exercise of the Option which the Participant or beneficiary was
unconditionally obligated to deliver to Employer or (iii) any other means
which the Committee determines. The fair market value of Shares shall be
determined in accordance with procedures established by the Committee. Any
amounts required to be withheld in excess of the value of Shares withheld or
delivered shall be paid in cash or withheld from other compensation paid by
Employer.
12. No Contract of Employment. Neither the adoption of this Plan nor
the grant of any Options, nor ownership of Shares shall be deemed to obligate
Employer to continue the appointment, employment, or engagement of any
Participant for any particular period.
13. Indemnification of Committee. The members of the Committee shall
be indemnified by the Company to the fullest extent permitted by the law
governing unincorporated Massachusetts business trusts and the governing
instruments of the Company.
14. Amendment and Termination of Plan. The Trustees of the Company
may amend this Plan from time to time or terminate this Plan at any time, but
no such action shall reduce the number of Shares subject to the then
outstanding Options granted to any Participant or adversely to the
Participant change the terms and conditions of outstanding Options without
the Participant's consent. No Option may be granted after ten (10) years
from the original effective date of adoption of this Plan.
15. Massachusetts Law to Govern. This Plan shall be governed by and
construed in accordance with the laws of the State of Massachusetts.
16. Effective Date of Plan. The effective date of this Plan is
December 10, 1997, subject to the approval by the vote of the holders of the
majority of the Shares of the Company present in person or by proxy at a
meeting of shareholders and having the right to vote thereon.
<PAGE>
APPENDIX II
Amendment No. 1
to
Amended and Restated Declaration of Trust
of
New Plan Realty Trust
<PAGE>
AMENDMENT NO. 1
TO
AMENDED AND RESTATED DECLARATION OF TRUST
OF
NEW PLAN REALTY TRUST
This AMENDMENT NO. 1 TO AMENDED AND RESTATED DECLARATION OF TRUST OF NEW
PLAN REALTY TRUST is made as of the ___ day of December, 1997 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 the Trust.
W I T N E S S E T H :
WHEREAS, on January 15, 1996, the Trustees entered into a certain Amended
and Restated Declaration of Trust of New Plan Realty Trust (the "Declaration
of Trust"); and
WHEREAS, the Trustees have unanimously voted to amend said Declaration of
Trust, as provided in this Amendment No. 1 to the Declaration of Trust; and
WHEREAS, the holders of not less than two-thirds of the Shares of Beneficial
Interest (as defined in the Declaration of Trust), outstanding have at a
shareholders' meeting duly held on December 10, 1997, voted in favor of this
Amendment No. 1 to said Declaration of Trust, and have accordingly agreed to
all of the terms and provisions herein stated.
NOW, THEREFORE, the Declaration of Trust is hereby amended as hereinafter
set forth.
17. Section 6.1.2 is hereby amended to read as follows:
The language after the last word "Trustees" in the next to last
sentence and the last sentence is hereby amended as follows:
"except that, in the sole discretion of the Board of Trustees, but
only in the event that the Trust defaults on the payment of
dividends on Preferred Shares for the requisite period and only to
the extent the granting of such limited voting right under such
circumstance is required for Preferred Shares to be eligible for
listing on the New York Stock Exchange or the American Stock
Exchange or for quotation on the Nasdaq Stock Market, Preferred
Shares, voting together as one class, may be given the right to
vote on the election of the specified minimum number of Trustees
necessary to satisfy such eligibility requirements. There shall
be an unlimited number of Preferred Shares authorized hereunder."
<PAGE>
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)
* (FRONT)
NEW PLAN REALTY TRUST
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
ON DECEMBER 10, 1997
THIS PROXY IS 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 Baruch College Conference Center, Room 750, 151 East 25th Street, New
York, New York at 10:00 in the morning on December 10, 1997, and at any
adjournment thereof. Said attorney-in-fact and proxy is instructed to vote
as designated on the reverse side.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders and the accompanying Proxy Statement.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
(BACK)
/X/ Please mark votes as in this example.
1. Electing three Trustees.
Nominees: William Newman, Arnold Laubich and John Wetzler
/ / FOR ALL NOMINEES / / WITHHELD FROM ALL NOMINEES
/ / FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S):
2. Approving the adoption of the 1997 Stock Option Plan, as described in
Proposal Two of the accompanying Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
3. Approving the Amendment to the Amended and Restated Declaration of
Trust (the "Declaration") of New Plan Realty Trust (the "Trust")
relating to the elimination of the limitation on the number of
Preferred Shares that may be issued by the Trust, as described in
Proposal Three (A) of the accompanying Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
4. Approving the Amendment to the Declaration relating to the ability to
grant the holders of Preferred Shares voting rights with respect to the
election of Trustees under certain limited circumstances, as described
in Proposal Three (B) of the accompanying Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
5. In their judgment, upon such other matters as may properly come before
the meeting.
/ / MARK HERE IF YOU PLAN TO ATTEND THE MEETING
/ / MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW
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.
Please sign exactly as name appears hereon and date. Where shares are held
jointly, both holders should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
Signature:__________________________________ Date:_____________
Signature:__________________________________ Date:_____________
NOTE: PLEASE COMPLETE THIS PROXY AND MAIL TO US PROMPTLY
