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Schedule 14A.
Information Required in Proxy Statement
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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))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
New Plan Realty Trust
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule O-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
[_] Fee paid previously by written preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-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:_____________________________________________________________
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(Proxies) Schedule 14A 385
RR DONNELLEY FINANCIAL
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NEW PLAN REALTY TRUST
1120 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
September 4, 1998
DEAR FELLOW NEW PLAN SHAREHOLDER,
You should have recently received a proxy statement, investor guide book and
proxy card regarding the merger of New Plan Realty Trust and Excel Realty
Trust to be voted on by shareholders at a Special Meeting to be held on
Friday, September 25, 1998.
At the Special Meeting, you are being asked to vote "FOR" the merger of New
Plan and Excel and another related proposal.
If you have already voted, on behalf of the Board of Trustees, please accept
my thanks.
If you have not already done so, please vote the enclosed duplicate proxy
today -- even if you plan to attend the Special Meeting. If it is more
convenient, you may also vote by telephone or the internet. Simply follow the
instructions included with this letter.
No matter how many shares you own, your vote is important. A failure to vote
is the same as a vote against the merger.
As noted in the proxy statement and investor guide previously sent to you, the
merger would provide our shareholders with some important benefits:
. INCREASED DIVIDENDS. An immediate jump in the dividend rate, going to an
annualized rate of $1.60 from the current rate of $1.50 -- an increase that
would have taken 2 1/2 years to achieve.
. CONTINUITY. The two top executives of New Plan will head the merged company,
and all nine present board members will have seats on its 15-member
Board. New Plan shareholders will own almost two-thirds of the merged
company.
. GROWTH WITH SAFETY. Widespread diversification of our properties will make
for a safer portfolio, and we'll have greater ability to acquire choice
properties by merging with Excel -- a company that (among all REITs that
focus on community shopping centers, as we do) led the industry in 1997 with
a 32.9% total return to shareholders.
If you need another copy of the proxy statement and investor guide book or
have any questions, please contact MacKenzie Partners, Inc., which is
assisting us with the solicitation of proxies, at (800) 322-2885 Toll-Free or
(212) 929-5500 Collect.
Thank you.
Sincerely,
LOGO
William Newman
Chairman and Chief Executive Officer
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VOTE VIA TELEPHONE OR THE INTERNET -- IT'S QUICK, EASY AND IMMEDIATE
Your telephone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed, and returned your proxy card.
Please note all votes cast via the telephone or the Internet must be cast prior
to 5 p.m., September 24, 1998. If you wish to change your address or notify the
company that you plan to attend the meeting, please mark the boxes below and
return your proxy by mail.
TELEPHONE VOTING:
. There is NO CHARGE for this call.
. On a Touch Tone Telephone call TOLL FREE 1-888-807-7699 24 hours per day - 7
days a week.
. You will be asked to enter the Control Number which is located above your
name and address below.
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OPTION #1: To vote AS THE BOARD OF DIRECTORS RECOMMENDS, press 1.
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Your vote will be confirmed and cast as you directed. END OF CALL.
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OPTION #2: If you choose to vote ON EACH PROPOSAL SEPARATELY, press 2. You
will hear these instructions:
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Proposal 1: To vote AS THE BOARD OF DIRECTORS RECOMMENDS, press 1; to vote
AGAINST, press 2; to ABSTAIN, press 3.
Proposal 2: To vote AS THE BOARD OF DIRECTORS RECOMMENDS, press 1; to vote
AGAINST, press 2; to ABSTAIN, press 3.
Your vote will be confirmed and cast as you directed. END OF CALL.
INTERNET VOTING:
. As with all Internet access, usage or server fees must be paid by the user.
Visit our Internet voting site at http://www.equiserve.com/proxy/ and follow the
instructions on your screen. These instructions are similar to those above for
telephone voting.
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If you vote via telephone or the Internet, it is not necessary to return your
proxy by mail. THANK YOU FOR VOTING.
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Use of these telephonic/electronic voting procedures constitute the Record
Holder's authorization of Boston EquiServe Limited Partnership to deliver a
proxy on such holder's behalf to vote at the meeting in accordance with the
holder's telephoned or electronically communicated instruction.
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P R O X Y
NEW PLAN REALTY TRUST
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 25, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Steven F. Siegel and Joel F. 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 Special Meeting of Shareholders to be
held at Baruch College Conference Center, Room 750, 151 East 25th Street, New
York, New York at 11:00 in the morning on September 25, 1998 and at any
adjournment or postponement 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 Special Meeting of
Shareholders and the accompanying proxy statement.
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
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[x] Please mark your votes as in this example. 0444
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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. Approving the New Plan Trust Amendments as described in the accompanying
proxy statement.
FOR [_] AGAINST [_] ABSTAIN [_]
2. Approving the Merger as described in the accompanying proxy statement.
FOR [_] AGAINST [_] ABSTAIN [_]
3. In their judgment upon such other matters as may properly come before the
meeting, including any proposal to adjourn or postpone such meeting.
THE NEW PLAN BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF NEW PLAN
VOTE "FOR" BOTH THE NEW PLAN TRUST AMENDMENTS AND THE MERGER AT THE SPECIAL
MEETING.
NOTE: PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND MAIL TO US PROMPTLY IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE OR SEND THE PROXY CARD VIA FACSIMILE TO
(212) 869-9585, ATTENTION: STEVEN F. SIEGEL.
BOTH THE NEW PLAN TRUST AMENDMENTS AND THE MERGER MUST BE APPROVED BY THE NEW
PLAN SHAREHOLDERS FOR THE MERGER TO OCCUR. THE FAILURE OF THE NEW PLAN SHARE-
HOLDERS TO APPROVE BOTH THE NEW PLAN TRUST AMENDMENTS AND THE MERGER WILL RE-
SULT IN THE MERGER NOT OCCURRING.
SIGNATURE(S) ____________________________________ DATE: ______________________
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.
