<PAGE>
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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
New Plan Realty Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
New Plan Realty Trust
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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 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
/s/ William Newman
WILLIAM NEWMAN
Chief Executive Officer
and Chairman of the Board
New York, New York
October 22, 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 it 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 59,166,606 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. Approval 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 and
entitled to vote thereon. 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
approval 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 2,693,954
Common Shares, or approximately 4.6% of the outstanding Common Shares, and
Stichting Pensioenfonds (formerly Algemeen Burgerlijk Pensioenfonds) (the
"Dutch Fund") owned 4,831,900 Common Shares, or approximately 8.2% 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 12.8% 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
1
<PAGE>
officers of the Trust, beneficial holders collectively of approximately 4.3%
of the outstanding Common Shares (excluding 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, for approval 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) approval 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.
2
<PAGE>
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 New York office of the Global
Property Team of ABN-AMRO Chicago Corp., an investment bank, since October
1997. From May 1990 to October 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 Strategic Realty 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.
3
<PAGE>
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.
4
<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.
<TABLE>
<CAPTION>
EXECUTIVE
NAME AGE OFFICE OFFICER SINCE
- --------------------------------- --- ---------------------------- -------------
<S> <C> <C> <C>
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 1990
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
</TABLE>
- --------
(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.
5
<PAGE>
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:
<TABLE>
<CAPTION>
ALL OTHER
ANNUAL LONG TERM COMPENSATION(1)
NAME AND PRINCIPAL POSITION YEAR COMPENSATION COMPENSATION $
- --------------------------- ---- ----------------- ------------ --------------
SALARY BONUS
($) ($) OPTIONS (#)
------ ----- ------------
<S> <C> <C> <C> <C> <C>
William Newman, CEO........ 1997 $500,000 $125,000 37,500 $ 4,500
1996 $430,756 $ 75,000 -- $ 25,337
1995 $340,553 $ 75,000 -- $133,568
Arnold Laubich, President.. 1997 $500,000 $250,000 37,500 $ 4,500
1996 $444,085 $100,000 -- $ 4,500
1995 $365,553 $100,000 -- $ 4,500
James M. Steuterman, Execu-
tive Vice President....... 1997 $290,000 $ 50,000 52,000 $ 4,500
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 $153,898 $ 19,000 37,500 $ 4,500
1996 $142,500 $ 48,500 5,000 $ 4,500
1995 $136,846 $ 17,500 1,000 $ 4,500
Leonard Cancell, Senior
Vice President............ 1997 $149,526 $ 15,000 12,500 $ 4,500
1996 $141,605 $ 40,000 -- $ 4,500
1995 $129,154 $ 14,000 2,500 $ 4,500
</TABLE>
- --------
(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 $50,000 or ten percent of the total salary and
bonus paid or accrued by the Trust for services rendered by each officer
during the fiscal year indicated.
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information with respect to options
granted to the Named Officers during the fiscal year ended July 31, 1997:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
EXERCISE RATES OF STOCK PRICE
% OF TOTAL PRICE APPRECIATION FOR
OPTIONS OPTIONS GRANTED PER OPTION TERM
GRANTED TO EMPLOYEES IN SHARE EXPIRATION ---------------------
NAME & TITLE (#) FISCAL YEAR ($) DATE 5%(1) 10%(1)
- ------------------------ ------- --------------- -------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
William Newman, CEO..... 37,500 6.6% $21.875 5/27/04 $ 333,950 $ 778,245
Arnold Laubich,
President.............. 37,500 6.6% $21.875 5/27/04 $ 333,950 $ 778,245
James M. Steuterman,
Executive Vice
President.............. 2,000 0.3% $21.375 8/1/03 $ 17,404 $ 40,558
50,000 8.8% $21.875 5/27/04 $ 445,266 $ 1,037,659
Steven F. Siegel,
General Counsel and
Secretary.............. 37,500 6.6% $21.875 5/27/04 $ 333,950 $ 778,245
Leonard Cancell, Senior
Vice President......... 12,500 2.2% $21.875 5/27/04 $ 111,317 $ 259,415
</TABLE>
- --------
(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, 1997, and the
unexercised options held as of the end of such fiscal year, by the Named
Officers:
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED IN-
NUMBER OF UNEXERCISED THE-
OPTIONS AT FISCAL MONEY OPTIONS AT FISCAL
SHARES VALUE YEAR-END (#) YEAR-END(1)
ACQUIRED ON REALIZED ------------------------- -------------------------
NAME & TITLE EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William Newman, CEO..... -- -- 455,000 232,500 $1,820,000 $817,500
Arnold Laubich,
President.............. -- -- 460,000 232,500 $1,851,875 $817,500
James M. Steuterman,
Executive Vice
President.............. -- -- 44,200 64,300 $ 124,525 $ 62,788
Steven F. Siegel,
General Counsel and
Secretary.............. 5,000 $15,000 28,400 50,100 $ 28,850 $ 60,775
Leonard Cancell, Senior
Vice President......... -- -- 14,000 16,000 $ 11,500 $ 15,063
</TABLE>
- --------
(1) Based upon a closing price per share of $22.875 on July 31, 1997.
7
<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 $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 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.
8
<PAGE>
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 $500,000. 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
$125,000 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 22, 1997
Dean Bernstein William Newman
Raymond H. Bottorf James M. Steuterman
Norman Gold John Wetzler
Arnold Laubich Gregory White
Melvin Newman
9
<PAGE>
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.
[GRAPH]
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.
10
<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.
11
<PAGE>
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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND BUSINESS ADDRESS(1) OF BENEFICIAL OWNERSHIP(2) PERCENT OF CLASS
- ----------------------------------- ------------------------- ----------------
<S> <C> <C>
William Newman..................... 1,823,392(3) 3.06%
Arnold Laubich..................... 793,267(4) 1.33%
James M. Steuterman................ 64,452(5) (6)
Melvin Newman...................... 572,388(7) (6)
Norman Gold........................ 10,899 (6)
Dean Bernstein..................... 53,974(8) (6)
Raymond H. Bottorf................. 7,400(9) (6)
John Wetzler....................... 6,421(10) (6)
Gregory White...................... 7,400(11) (6)
Steven F. Siegel................... 36,208(12) (6)
Leonard Cancell.................... 52,002(13) (6)
All Executive Officers and Trustees
as a Group (17 individuals)....... 3,655,548 6.07%
</TABLE>
- --------
(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, 6,960 Common
Shares held by Mr. Newman as custodian for his grandchildren and 64,512
Common Shares held by a family charitable foundation, as well as 455,000
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 46,134 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 17,804 Common Shares held by
his wife and adult daughter jointly, as well as 460,000 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), 1,140 Common Shares held by Mr. Steuterman as custodian for his
children, and 30,400 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 and 57,150
Common Shares held by The Morris and Ida Newman Family Foundation (the
"Foundation"), of which Mr. Newman is the trustee, as well as 2,400
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 21,265 Common Shares owned by Mr. Bernstein's wife, 7,309
Common Shares held jointly with his wife (as to which Common Shares Mr.
Bernstein shares voting and investment power), and 25,400 Common Shares
which Mr. Bernstein has the right to acquire upon exercise of share
options.
(9) Represents 7,400 Common Shares which Mr. Bottorf has the right to
acquire upon exercise of share options.
(Footnotes continue on next page)
12
<PAGE>
(Footnotes for previous page)
(10) Includes 580 Common Shares owned by Mr. Wetzler's wife and 224 Common
Shares owned by Mr. Wetzler as custodian for his children, as well as
5,400 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 children.
(11) Represents 1,000 Common Shares held jointly with Mr. White's 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 5,400 Common Shares which Mr. White has the right to acquire upon
exercise of share options.
(12) Includes 30,400 Common Shares which Mr. Siegel has the right to acquire
upon exercise of share options.
(13) Includes 15,552 Common Shares held jointly with Mr. Cancell's wife (as to
which Common Shares Mr. Cancell shares voting and investment power), and
1,000 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:
<TABLE>
<CAPTION>
PERCENT
AMOUNT AND NATURE OF
NAME AND BUSINESS ADDRESS OF BENEFICIAL OWNERSHIP CLASS
- ------------------------------------------------ ----------------------- -------
<S> <C> <C>
Stichting Pensioenfonds......................... 4,831,900 8.2%
Oude Lindestraat 70
Correspondentieadres,
postbus 2980,
6401 DL Heerlen
The Netherlands
</TABLE>
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 8.2% 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.
13
<PAGE>
PROPOSAL TWO
APPROVAL 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
employees and Trustees of the Trust and its affiliates and to provide
incentives for such 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 $24.00.
The 1997 Plan is administered by Option Committees appointed by the Board of
Trustees. Four non-employee Trustees currently serve as the Option Committee
with respect to option grants to Trustees who are also employees of the Trust,
the Board of Trustees currently serves as the Option Committee for certain
designated officers, and the Chairman of the Board and President currently
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
14
<PAGE>
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 September 7, 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 1997 Plan is needed to enable the grant
of incentive options which qualify under Section 422 of the Code.
Approval of the 1997 Plan by shareholders requires the affirmative vote of a
majority of the votes cast at the Annual Meeting and having the right to vote
thereon. If the requisite affirmative vote is not obtained, options granted
under the 1997 Plan will not qualify as incentive options and will be treated
as non-incentive options.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE 1997
PLAN.
15
<PAGE>
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 New York Stock Exchange (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.
16
<PAGE>
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.
17
<PAGE>
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.
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
/s/ William Newman
WILLIAM NEWMAN
Chief Executive Officer
and Chairman of the Board
October 22, 1997
18
<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 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
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,
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 employees and Trustees to whom, and the time or times at
which, Options shall be granted to such 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
------------
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.
1
<PAGE>
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, 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
(after taking into account the acceleration of exercisability pursuant to
Section 8(c) hereof), 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
2
<PAGE>
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 two hundred fifty thousand (250,000) 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
3
<PAGE>
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 ownership 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 the effective date of this Plan, 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 the effective date of this Plan
whose election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority
4
<PAGE>
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.
5
<PAGE>
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 Commonwealth of Massachusetts.
16. Effective Date of Plan. The effective date of this Plan is September 8,
----------------------
1997. Designation of Options as Incentive Options shall be subject to the
approval of this Plan by a majority of the votes cast at a meeting of
shareholders and having the right to vote thereon.
6
<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>
952-PS-1997
<PAGE>
(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
PROXY
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 SEE REVERSE
SIDE
<PAGE>
(BACK)
- --- Please Mark
X Votes As In
- --- This Example.
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.
---
1. Electing three Trustees.
NOMINEES: William Newman, Arnold Laubich and
John Wetzler
MARK HERE
- ---- FOR ---- WITHHELD IF YOU PLAN ----
ALL FROM ALL TO ATTEND
- ---- NOMINEES ---- NOMINEES THE MEETING ----
MARK HERE
- ---- FOR ADDRESS ----
CHANGE AND
- ---- NOTE BELOW ----
--------------------------------------
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Approving 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 circum-
stances, as described in Proposal Three (B)
of the accompanying Proxy Statement.
5. In their judgment, upon such other matters as may properly come before
the meeting.
To help us eliminate duplicate mailings to the same ---
beneficial holders, please mark the box if you hold
shares in more than one account and wish to ---
discontinue Annual Report mailing for this account.
(At lease one account at this address must continue
to receive an annual report).
NOTE: PLEASE COMPLETE THIS PROXY AND MAIL TO US PROMPTLY.
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:
----------------------- -----------------------
