<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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-2.
</TABLE>
PRESIDENTIAL REALTY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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 0-12.
(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> 2
PRESIDENTIAL REALTY CORPORATION
180 SOUTH BROADWAY, WHITE PLAINS, N.Y. 10605
---------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 12, 1997
---------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
PRESIDENTIAL REALTY CORPORATION has been called for and will be held at 2:00
P.M., New York Time, on Thursday, June 12, 1997 at the White Plains Hotel, 95
South Broadway, White Plains, New York, for the following purposes:
1. To elect, by vote of the Class A shares, 4 directors of the Company to
serve for the ensuing year;
2. To elect, by vote of the Class B shares, 2 directors of the Company to
serve for the ensuing year; and
3. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on April 24, 1997 are
entitled to notice of and to vote at the meeting.
Stockholders are cordially invited to attend the meeting in person. If you
are not able to do so and wish your stock voted, you are requested to complete,
sign and date the accompanying proxy or proxies and promptly return the same in
the enclosed stamped envelope. The proxy for Class A stock is blue and the proxy
for Class B stock is white. If you hold both classes of stock please make sure
that you send in both proxies.
BY ORDER OF THE
BOARD OF DIRECTORS
ROBERT E. SHAPIRO
Chairman of the Board of Directors
Dated: April 26, 1997
<PAGE> 3
PRESIDENTIAL REALTY CORPORATION
180 SOUTH BROADWAY, WHITE PLAINS, NEW YORK 10605
---------------------------
PROXY STATEMENT
---------------------------
This Proxy Statement is furnished in connection with the solicitation by
the management of PRESIDENTIAL REALTY CORPORATION of proxies to be used at the
Annual Meeting of Stockholders of the Company to be held June 12, 1997, and at
any adjournment thereof. If proxies in the accompanying form are properly
executed and returned, the shares represented thereby will be voted as
instructed in the proxy. A stockholder executing and returning a proxy has the
power to revoke it at any time before it is voted by giving written notice to
the Secretary of the Company, by submission of another proxy bearing a later
date or by attending the meeting and requesting to vote in person.
Only stockholders of record as of the close of business on April 24, 1997
will be entitled to vote.
The distribution of this Proxy Statement and the enclosed form of Proxy to
stockholders will commence on or about April 26, 1997. The Company's annual
report to stockholders for 1996, including financial statements, is being mailed
to stockholders with this Proxy Statement.
As of March 31, 1997, there were outstanding and entitled to vote at the
Annual Meeting 478,783 shares of the Company's Class A Common Stock (held by
approximately 188 holders of record) and 3,074,981 shares of the Company's Class
B Common Stock (held by approximately 885 holders of record). The Company is
authorized to issue 700,000 Class A shares and 10,000,000 Class B shares. The
holders of the Class A Common Stock have the right at all times to elect
two-thirds of the membership of the Board of Directors of the Company, and the
holders of the Class B Common Stock have the right at all times to elect
one-third of the membership of the Board of Directors of the Company. All
directors, once elected, have equal authority and responsibility. On all other
matters, the holders of the Class A Common Stock and the holders of the Class B
Common Stock have one vote per share for all purposes. However, no action may be
taken which would alter or change the special rights or powers given to either
class of Common Stock so as to affect such class adversely, or which would
increase or decrease the amount of the authorized stock of such class, or
increase or decrease the par value thereof, except upon the affirmative vote of
the holders of the requisite majority of the outstanding shares of the class of
stock so affected.
Accordingly, the Class A shares will vote as a class for the election of
four Directors of the Company to serve for the ensuing year (Proposal No. 1 on
the accompanying Notice of Annual Meeting), and for this purpose each Class A
share will be entitled to one vote. The Class B shares will vote as a class for
the election of two directors of the Company for the ensuing year (Proposal No.
2 on the accompanying Notice of Annual Meeting), and for this purpose each Class
B share will be entitled to one vote.
<PAGE> 4
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS BY CLASS A STOCKHOLDERS
It is intended that proxies in the accompanying form as received from the
holders of Class A Common Stock will be voted in favor of the four persons
listed below, each of whom is at present a director, as directors for the
ensuing year. If for any reason any of these nominees becomes unable to accept
nomination or election, it is intended that such proxies will be voted for the
election, in his place, of any substituted nominee as management may recommend,
and of the other nominees listed. The management, however, has no reason to
believe that any nominee will be unable or unwilling to serve as director. The
directors so elected will serve until the next Annual Meeting of Stockholders
and until their respective successors are duly elected and have qualified.
<TABLE>
<CAPTION>
CLASS A CLASS B
FIRST COMMON COMMON PERCENTAGE OF
OCCUPATION OR BECAME DIRECTOR BENEFICIALLY BENEFICIALLY ALL OUTSTANDING
NAME AND PRINCIPAL OF PRESIDENTIAL OR OWNED AND OWNED AND STOCK
AGE OF EMPLOYMENT ITS PREDECESSOR PERCENTAGE PERCENTAGE (CLASS A AND B
DIRECTOR FOR PAST 5 YEARS COMPANY OF CLASS(1) OF CLASS(1) COMBINED)
- ---------------------------- ------------------------ ------------------ -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Robert Feder (66)........... Partner, Cuddy & Feder & 1981 916* 20,135* *
Worby, Attorneys
Jeffrey F. Joseph (55)**.... President of 1993 198,735(2) 24,000(3) (6.2%)
Presidential
(41.5%)
Robert E. Shapiro (79)**.... Chairman of the Board of 1961 None 41,744) (1.2%)
Directors of (1.4%
Presidential
Joseph Viertel (81)**....... Director and Chairman of 1961 None None
the Executive Committee
of Presidential.
</TABLE>
- ---------------
* Less than 1% of the class of stock
** Member of the Executive Committee of the Board of Directors
(1) These figures, based on information as of March 31, 1997, include 124 shares
of Class A Common Stock and 27,795 shares of Class B Common Stock of
Presidential held in trust or in the names of wives, the beneficial
ownership of which is disclaimed by the respective Directors. Each of the
owners of the shares set forth in the table has the sole voting and
investment power over such shares except that such owner has no voting or
investment power over shares the beneficial ownership of which is
disclaimed.
(2) These shares are owned by Pdl Partnership, a general partnership in which
Mr. Joseph has a 20% partnership interest. See Principal Holders of
Securities below.
(3) Represents presently exercisable options to purchase Class B Common Stock.
Robert E. Shapiro and Joseph Viertel are brothers.
2
<PAGE> 5
ELECTION OF DIRECTORS BY CLASS B STOCKHOLDERS
It is intended that proxies in the accompanying form as received from the
holders of Class B Common Stock will be voted in favor of the two persons listed
below, each of whom is at present a director, as directors for the ensuing year.
If for any reason any of these nominees becomes unable to accept nomination or
election, it is intended that such proxies will be voted for the election, in
his place, of any substituted nominee as management may recommend, and of the
other nominees listed. The management, however, has no reason to believe that
any nominee will be unable or unwilling to serve as a director. The directors so
elected will serve until the next Annual Meeting of Stockholders and until their
respective successors are duly elected and have qualified.
<TABLE>
<CAPTION>
CLASS A CLASS B
FIRST COMMON COMMON PERCENTAGE OF
OCCUPATION OR BECAME DIRECTOR BENEFICIALLY BENEFICIALLY ALL OUTSTANDING
NAME AND PRINCIPAL OF PRESIDENTIAL OR OWNED AND OWNED AND STOCK
AGE OF EMPLOYMENT ITS PREDECESSOR PERCENTAGE PERCENTAGE (CLASS A AND B
DIRECTOR FOR PAST 5 YEARS COMPANY OF CLASS(1) OF CLASS(1) COMBINED)
- --------------------------- ------------------------ ------------------ ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Richard Brandt (69)........ Chairman of the Board of 1972 none 5,000* *
Directors of Trans-Lux
Corporation(2)
Mortimer M. Caplin (80).... Partner, Caplin & 1984 none 55,396) (1.6%)
Drysdale, Attorneys(3) (1.8%
</TABLE>
- ---------------
* Less than 1% of the class of stock
(1) These figures are based on information as of March 31, 1997. Each of the
owners of the shares set forth in the table has the sole voting and
investment power over such shares.
(2) Trans-Lux Corporation is a manufacturer of teleprinters, stock tickers and
electronic displays and its entertainment division operates motion picture
theaters.
(3) Mr. Caplin is a director of Fairchild Corporation and Danaher Corporation.
PRINCIPAL HOLDERS OF SECURITIES
As of March 31, 1997 the following persons owned beneficially the following
amounts and percentages of the Class A and Class B Common Stock of Presidential:
<TABLE>
<CAPTION>
CLASS A PERCENTAGE OF
COMMON CLASS B ALL OUTSTANDING STOCK
STOCK PERCENTAGE COMMON STOCK PERCENTAGE (CLASS A AND B
BENEFICIALLY OF CLASS A BENEFICIALLY OF CLASS B COMMON STOCK
NAME OWNED COMMON STOCK OWNED COMMON STOCK COMBINED)
- -------------------------- ------------ ------------ ------------ ------------ ---------------------
<S> <C> <C> <C> <C> <C>
Pdl Partnership........... 198,735(1) (41.5%) none none (5.5%)
180 South Broadway
White Plains, N.Y. 10605
Jack Harry Stewart........ 70,700(2) (14.7%) none none (2.0%)
9300 S.W. 90th St.
Miami, Florida
The Trust Company of New
Jersey.................. none none 312,500(3) (10.1%) (8.7%)
35 Journal Square
Jersey City, N.J. 07306
Westport Asset Management,
Inc..................... none none 279,342(4) (8.9%) (7.7%)
253 Riverside Avenue
Westport, CT 06880
All officers, and
directors as a group (10
persons)................ 224,252(5) (46.8%) 206,320(5) (6.6%) (11.9%)
</TABLE>
- ---------------
(1) Such amount does not include 24,601 shares owned by certain partners of Pdl
Partnership, including 4,762 shares owned by a partner as trustee, the
beneficial ownership of which 4,762 shares is disclaimed. The partners of
Pdl Partnership are Jeffrey Joseph, an officer and director of Presidential
and a nominee for director, and Steven Baruch and Thomas Viertel, officers
of Presidential.
3
<PAGE> 6
(2) Such amount includes 20,500 shares held in the name of his wife and
children, the beneficial ownership of which is disclaimed. This information
is based upon a Schedule 13D dated December 26, 1989 filed by Mr. Stewart.
The Company has not received a more recent filing from Mr. Stewart.
(3) The Company has been informed by The Trust Company of New Jersey that it has
sole voting and dispositive power with respect to 301,000 of such shares and
shared voting and dispositive power with respect to 11,500 of such shares.
This information is based upon an amendment dated February 13, 1997 to a
Schedule 13G filed by The Trust Company of New Jersey.
(4) The Company has been informed by Westport Asset Management, Inc. that it has
sole voting and dispositive power with respect to 88,110 of such shares and
shared voting and dispositive power with respect to 191,232 of such shares.
Westport Asset Management disclaims beneficial ownership of such 279,342
shares, which are held either in discretionary managed accounts or by
officers and stockholders of Westport Asset Management. This information is
based upon a Schedule 13G dated February 13, 1997 filed by Westport Asset
Management, Inc.
(5) Such amount includes (i) 198,735 shares of Class A Common Stock owned by Pdl
Partnership (see Note 1 above), (ii) 4,886 shares of Class A Common Stock
and 27,795 shares of Class B Common Stock held in trust or in the names of
wives, the beneficial ownership of which is disclaimed by the respective
persons and (iii) options to purchase 60,000 shares of Class B Common Stock.
Except as noted in the table, each of the owners of the shares set forth in
the table has the sole voting and dispositive power over such shares except that
such owner has no voting or dispositive power over shares the beneficial
ownership of which is disclaimed.
The Company's management knows of no other persons owning beneficially more
than 5% of either the outstanding Class A Common Stock or the outstanding Class
B Common Stock of the Company.
Neither Pdl Partnership nor its partners have any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to any
securities of the Company, except as described below. 212,648 Class A Shares
owned by Pdl Partnership or its partners are pledged to Robert E. Shapiro and
Joseph Viertel, directors of the Company, as security for loans previously made
in connection with the purchase of 134,334 Class A Shares by Pdl Partnership's
predecessor in interest. The partners of Pdl Partnership have entered into an
Agreement pursuant to which they have agreed among themselves that the Class A
Shares owned by Pdl Partnership may (1) be voted by Pdl Partnership only by
action of any two of them or (2) be sold by Pdl Partnership only with the
approval of any two of them.
EXECUTIVE OFFICERS
The following table sets forth information with respect to the executive
officers of Presidential. Each officer has been elected for a period of one year
and thereafter until his successor is elected, subject to the terms of the
Employment Agreements described below.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH REGISTRANT
---------------------------------------- --- -----------------------------
<S> <C> <C>
Jeffrey F. Joseph....................... 55 President and a Director
Thomas Viertel.......................... 55 Executive Vice President and
Chief Financial Officer
Steven Baruch........................... 58 Executive Vice President
Elizabeth Delgado....................... 52 Treasurer
Roslyn Lacativa......................... 59 Secretary
</TABLE>
Mr. Joseph has been President of the Company since February, 1992 and a
Director since April, 1993.
Thomas Viertel has been an Executive Vice President of the Company since
January, 1993 and its Chief Financial Officer since April of that year. Prior
thereto, he served as a consultant to the Company. Prior to January, 1993 he was
Chairman of the Board of Ivy Properties, Ltd., a privately owned real estate
investment company whose primary business was the conversion of residential
properties to cooperative ownership.
4
<PAGE> 7
Mr. Viertel is also the Chairman of the Board of Scorpio Entertainment, Inc., a
privately owned company which produces theatrical enterprises. (See Certain
Transactions below.)
Mr. Baruch has been an Executive Vice President of the Company since
January, 1993. Prior thereto, he served as a consultant to the Company. Prior to
January, 1993 he was President of Ivy Properties, Ltd. Mr. Baruch is also the
President of Scorpio Entertainment, Inc. (See Certain Transactions below.)
Ms. Delgado has been Treasurer of the Company since 1986.
Ms. Lacativa has been the Secretary of the Company since November, 1993.
Prior thereto, she was an administrative assistant at Presidential.
Thomas Viertel is the son of Joseph Viertel, a Director of Presidential and
the nephew of Robert E. Shapiro, a Director of Presidential. Steven Baruch is
the cousin of Robert E. Shapiro and Joseph Viertel.
Prior to August 1, 1979, Jeffrey Joseph, Thomas Viertel and Steven Baruch
were executive officers of Presidential.
REMUNERATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table and discussion summarizes the compensation for the year
ended December 31, 1996 of the Chief Executive Officer of the Company and of any
other executive officer of the Company who served as such at December 31, 1996
and whose total annual compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------- ------------
(A) (B) (C) (D) (E) (F)
OTHER ANNUAL STOCK
NAME AND PRINCIPAL SALARY BONUS COMPENSATION(A) OPTIONS
POSITION YEAR ($) ($) $ (#)
- ------------------------------------ ----- -------- ------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Jeffrey F. Joseph................... 1996 $239,509 $39,987 0 0
President and Chief 1995 232,533 39,106 0 0
Executive Officer and Director 1994 227,750 75,833 0 0
Thomas Viertel...................... 1996 $165,632 $26,241 0 0
Executive Vice President 1995 153,501 29,330 0 0
and Chief Financial Officer 1994 139,327 52,500 0 0
Steven Baruch....................... 1996 $165,632 $26,241 0 0
Executive Vice President 1995 160,808 29,330 0 0
1994 157,500 52,500 0 0
</TABLE>
- ---------------
(A) Does not include perquisites or other personal benefits which in the
aggregate do not exceed the lesser of (a) 10% of annual salary and bonus or
(b) $50,000.
5
<PAGE> 8
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
SECURITIES UNDERLYING UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT
AT 12/31/96 12/31/96(A)(B)
------------------------ ----------------
SHARES (#) ($)
ACQUIRED VALUE EXERCISABLE(E) EXERCISABLE(E)
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE(U) UNEXERCISABLE(U)
- ----------------------------------- -------------- ----------- ------------------------ ----------------
<S> <C> <C> <C> <C>
Jeffrey F. Joseph.................. 0 0 E - 16,000 E - $4,000
President and Chief Executive U - 8,000 U - $2,000
Officer and Director
Thomas Viertel..................... 0 0 E - 12,000 E - $3,000
Executive Vice President and U - 6,000 U - $1,500
Chief
Financial Officer
Steven Baruch...................... 0 0 E - 12,000 E - $3,000
Executive Vice President U - 6,000 U - $1,500
</TABLE>
- ---------------
(A) Based on the $6.125 per share exercise price of all options and the $6.375
per share closing price on the American Stock Exchange on December 31, 1996.
(B) One third of these options became exercisable on January 1, 1995, one third
became exercisable on January 1, 1996 and one third may be exercised only
after January 1, 1997, in each case only if the employee is still employed
by the Company when the option first becomes exercisable.
DEFINED BENEFIT PENSION PLAN
The Company has a Defined Benefit Pension Plan which covers substantially
all of its employees, including the officers listed in the Summary Compensation
Table. Directors who are not employees of the Company are not eligible to
participate in the Plan. The Plan is a non-contributory, tax qualified defined
benefit plan which provides a monthly retirement benefit payable for a
participant's lifetime in an amount equal to the sum of (i) 6.5% of an
employee's average monthly compensation and (ii) .62% of such employee's average
monthly compensation in excess of the average Social Security wage base,
multiplied in each case by the employee's years of service commencing after
December 31, 1993 (up to a maximum of 10 years). Average monthly compensation
for these purposes is the employee's monthly compensation averaged over the five
consecutive Plan years which produce the highest monthly average within the
employee's last ten years of service. However, the amount of compensation taken
into account under a tax qualified plan is limited to $150,000 per annum in
1996, which limit may be increased in future years for cost of living increases.
Maximum benefits under the Plan are attainable after ten years of service
commencing after December 31, 1993, and are payable at age 65. Mr. Joseph (55
years old), Mr. Viertel (55 years old) and Mr. Baruch (58 years old) all have
three years of service credited under the Plan.
EMPLOYMENT AGREEMENTS
The Company has an employment agreement with Jeffrey F. Joseph, President
of the Company, that extends through December 31, 1999 and provides for annual
compensation of $253,879 for calendar year 1997, with cost of living increases
for subsequent years. The employee may also become entitled to a bonus for each
calendar year based on a formula relating to the Company's earnings, which bonus
is limited to a maximum amount of 33 1/3% of his annual basic compensation for
that year. The agreement also provides for retirement benefits commencing at age
65 in the annual amount of $29,000, subject to increases based on fifty percent
of any increase in the cost of living subsequent to the first year of
retirement.
The Company also has employment agreements with Steven Baruch, Executive
Vice President of the Company, and Thomas Viertel, Executive Vice President and
Chief Financial Officer of the Company, that each extend to December 31, 1999
and provide for annual compensation of $170,600 for calendar year 1997, with
cost of living increases for subsequent years. Mr. Baruch and Mr. Viertel may
also become entitled to a
6
<PAGE> 9
bonus for each calendar year based on a formula relating to the Company's
earnings, which bonus is limited to a maximum amount of 33 1/3% of the annual
basic compensation for the year. Each of the agreements also provides for
retirement benefits commencing at age 65 in the annual amount of $29,000,
subject to increases based on fifty percent of any increase in the cost of
living subsequent to the first year of retirement. The Company's employment
agreements with Mr. Baruch and Mr. Viertel permit them to spend a reasonable
amount of their time during normal business hours on matters related to Scorpio
Entertainment, Inc., a company which is engaged in theatrical productions, so
long as the time and effort for Scorpio Entertainment, Inc. does not conflict or
interfere with the performance of their duties for the Company and they
diligently perform their duties for the Company to the satisfaction of the Board
of Directors. (See Certain Transactions below.)
The Company also has an employment agreement with Elizabeth Delgado, the
Company's Treasurer, which terminates on December 31, 1997 and provides for a
minimum annual salary of $82,194 commencing January 1, 1995. Ms. Delgado
received a salary of $89,000 in 1996. The employment agreement provides for a
retirement period that commences at age 65 with annual cash benefits during
retirement equal to the sum of (a) 23.6% plus (b) 2.6% for each year of
employment subsequent to December 31, 1994, up to a maximum of 60% of the
average of the three highest annual salary rates paid during employment,
provided that such annual benefits shall not exceed $50,046 per annum, and
provided further that any payments to be made under the retirement provisions of
the employment agreement shall be reduced dollar for dollar by any amounts
payable to the employee as a participant under the Company's Defined Benefit
Pension Plan. Annual cash retirement benefits payable by the Company to Ms.
Delgado under such employment agreement cannot be less than $24,958, but could
be higher depending upon future rates of compensation and the terms of any
subsequent employment agreement.
During the retirement periods under the above agreements, the employees
will also be entitled to the continuation of certain life, group health and
disability insurance benefits. None of the employment contracts described above
provide death benefits for the recipients or for funding by Presidential of the
anticipated retirement benefits.
COMPENSATION OF DIRECTORS
The Company pays each Director (other than Jeffrey F. Joseph, who is the
President of the Company, Robert E. Shapiro, who is the Chairman of the Board of
Directors of the Company, and Joseph Viertel, who is the Chairman of the
Executive Committee of the Board of Directors of the Company) $10,000 per annum
plus $1,250 for each meeting of the Board of Directors attended and $1,250 for
each Committee meeting attended, plus in each case reimbursement of expenses.
The Company ordinarily does not pay any other compensation to Directors for
their services as Directors.
Presidential also has employment agreements with two directors (who were
executive officers of the Company prior to their retirement) providing for
stipulated annual payments for life (plus continuation of life, group health and
disability insurance benefits). The annual cash retirement benefits paid under
these contracts in 1996 were as follows:
<TABLE>
<CAPTION>
ANNUAL CASH RETIREMENT
BENEFIT (SUBJECT TO INCREASE
NAME AND AGE POSITION WITH PRESIDENTIAL FOR INFLATION)
- ---------------------------------- ---------------------------------- ----------------------------
<S> <C> <C>
Robert E. Shapiro (79)............ Director and Chairman of the Board $159,904
of Directors. Retired as
President in 1992.
Joseph Viertel (81)............... Director and Chairman of the 144,903
Executive Committee. Retired as
President in 1987.
</TABLE>
In 1996 the Company agreed to increase the retirement benefits payable to
Robert E. Shapiro under his employment contract by $35,000 per annum to the
$159,904 set forth in the above table. This increase in retirement benefits was
in consideration of the continuing services provided by Mr. Shapiro to the
Company
7
<PAGE> 10
since his retirement in 1992 and his agreement to continue to serve as Chairman
of the Board of Directors of the Company without further compensation at the
request of the Board of Directors.
CERTAIN TRANSACTIONS
Presidential currently has loans outstanding to certain affiliates of Ivy
Properties, Ltd. (collectively "Ivy") as more fully described in the table set
forth below. Ivy is owned by Thomas Viertel, Steven Baruch and Jeffrey Joseph
(the "Ivy Principals"). Mr. Joseph is currently the President and a Director of
Presidential and is a nominee for Director. Mr. Viertel is currently an
Executive Vice President and the Chief Financial Officer of Presidential and is
the son of Joseph Viertel, a Director of Presidential, and a nephew of Robert E.
Shapiro, also a Director of Presidential. Steven Baruch is currently an
Executive Vice President of Presidential and is a cousin of Robert E. Shapiro
and Joseph Viertel.
Pdl Partnership, a partnership which is wholly owned by the Ivy Principals,
currently owns 198,735 shares of the Company's Class A Common Stock. As a result
of the ownership of these shares by Pdl Partnership, together with the ownership
of an aggregate of 24,601 additional shares of Class A Common Stock individually
by the Ivy Principals, Pdl Partnership and the Ivy Principals have beneficial
ownership of an aggregate of approximately 47% of the outstanding shares of
Class A Common Stock of the Company, which class of stock is entitled to elect
two-thirds of the Board of Directors of the Company. By reason of such
beneficial ownership, the Ivy Principals are in a position substantially to
control elections of the Board of Directors of the Company.
The Board of Directors has adopted a resolution pursuant to which
Presidential will not make any loan to Ivy nor enter into any other material
transaction with Ivy unless such transaction is unanimously approved by the
Directors of Presidential who are not otherwise affiliated with Presidential or
Ivy (with no more than one abstention).
The following table sets forth information with respect to all outstanding
loans to Ivy at December 31, 1995 and December 31, 1996:
<TABLE>
<CAPTION>
LOAN BALANCE
ORIGINAL DECEMBER 31,
LOAN BASIC -------------------------
DATE ADVANCED DESCRIPTION INTEREST RATE 1996 1995
---- ---------- -------------------------------------------- --------------- ---------- ----------
<C> <C> <S> <C> <C> <C>
1981 $5,285,000.. UTB Associates, a partnership in which 11.8 to 25.33% $ 617,419 $ 706,567
Presidential owns a 66 2/3% interest, sold
an apt. property in New Haven, CT to Ivy for
long-term, non-recourse purchase money
notes.
1984 4,305,500.. Sale by Presidential to Ivy of 50% interest 6.0% 1,567,400(1) 1,639,396
in a partnership which owns an apartment
complex in Alexandria, VA (Overlook loan)
1991 526,454... UTB End Loans: Purchase money notes on co-op Various 241,935 258,168
apts. These notes were transferred to
Presidential as part of the Ivy settlement.
1991 155,084... Consolidated Loans: Replaced previously Chase Prime 116,787(2) 126,011
defaulted loans.
---------- ----------
Total Loans 2,543,541 2,730,142
Less: Discounts 145,915 162,766
Deferred gain on Overlook loan 1,567,400 1,639,396
---------- ----------
Net Carrying Value $ 830,226 $ 927,980
========== ==========
</TABLE>
- ---------------
(1) This loan has been in default since 1990 and is classified as an impaired
loan. Pursuant to a Settlement Agreement effectuated in November, 1991
between the Company and Ivy (the "Settlement Agreement") relating to this
loan and other outstanding loans to Ivy, Ivy agreed to give Presidential a
deed in lieu of foreclosure to various assets held by Presidential as
collateral for this loan, but since Presidential in its capacity as a
secured creditor exercises significant control over, and receives the
economic benefits from, such collateral, Presidential has no current plans
to request such deed or foreclose on its collateral.
8
<PAGE> 11
In 1995, the Company and Ivy modified the terms of the Overlook loan,
extending the maturity date of the loan from November 21, 1994 to December
31, 2003. The interest rate was set at 5 1/2% per annum from April 1, 1995
through December 31, 1995, and at 6% per annum thereafter. The Overlook
loan, which is a nonrecourse loan, continues to be secured by three second
mortgages (the "Collateral Security") with face values totalling $1,617,400.
At the time of the modification, the Overlook loan had an outstanding
principal balance of $2,306,843 which exceeded the Collateral Security by
$667,447. As a result, the Company reduced the gross carrying value of the
loan on its financial statements and its related deferred gain by the
$667,447, and the net carrying value of the loan remained at zero. All
interest and principal collected by Ivy on the Collateral Security is paid
to Presidential in reduction of current interest, previously deferred
interest or principal.
(2) As part of the Settlement Agreement with Ivy, certain of Presidential's
outstanding nonrecourse loans to Ivy were modified and consolidated into two
nonrecourse loans (collectively, the "Consolidated Loans") that were
collateralized by substantially all of Ivy's then remaining business assets
with respect to which Presidential either did not previously have any
security interest or had a junior security interest (collectively, the
"Consolidated Collateral"). The terms of the Settlement Agreement permit Ivy
to use the proceeds of each sale of Consolidated Collateral to (1) pay
existing indebtedness of Ivy to its bank and trade creditors and certain
operating expenses and (2) create and fund specified reserves to provide for
payment of future obligations and potential liabilities. At December 31,
1996, the Consolidated Loans had an outstanding principal balance of
$4,886,837 and a net carrying value of $116,787. In light of Ivy's
substantial indebtedness, Presidential does not expect to recover any
material amount on the Consolidated Loans in excess of their net carrying
value.
As part of the Settlement Agreement with Ivy, Presidential obtained an
option to acquire Scorpio Entertainment, Inc., a company owned by the Ivy
Principals to carry on theatrical productions ("Scorpio"). The option called for
a $100,000 purchase price, to be paid by crediting it against amounts due to
Presidential from the Ivy Principals under the Consolidated Loans. In 1996
Presidential and the Ivy Principals agreed to a modification of the Settlement
Agreement to provide that the Ivy Principals will make payments on the
Consolidated Loans in an amount equal to 25% of the operating cash flow (after
provision for certain reserves) of Scorpio. This agreement, and Presidential's
decision not to exercise its option to acquire the capital stock of Scorpio, was
made pursuant to the unanimous determination of the members of the Board of
Directors who are not affiliated with the Ivy Principals that such actions were
in the best interests of Presidential. Presidential does not expect to receive
any material payments on the Consolidated Loans in 1997.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of Presidential has an Executive Committee, an Audit
Committee, a Compensation and Pension Committee and an Unaffiliated Director
Committee. The Board of Directors does not have a nominating committee.
The members of the Executive Committee are Jeffrey F. Joseph, Robert E.
Shapiro and Joseph Viertel. The function of the Executive Committee is to make
general and specific recommendations to the Board of Directors with respect to
matters to be considered by the Board. The Executive Committee meets from time
to time throughout the year as required by the business of Presidential.
The members of the Audit Committee are Richard Brandt, Mortimer Caplin and
Robert Feder. The function of the Audit Committee is to review the policies and
procedures adopted by the Company and its independent public accountants with
respect to the financial reporting by the Company. The Audit Committee held one
meeting during the Company's last fiscal year.
The members of the Compensation and Pension Committee are Richard Brandt,
Mortimer Caplin and Robert Feder. The function of the Compensation and Pension
Committee is to recommend guidelines and specific compensation levels to the
Board of Directors of the Company for the executive officers of the Company. The
Compensation and Pension Committee held three meetings during the Company's last
fiscal year.
9
<PAGE> 12
The members of the Unaffiliated Director Committee are Richard Brandt,
Mortimer Caplin and Robert Feder. The function of the Unaffiliated Director
Committee is to review and vote upon any material transaction with Ivy
Properties, Ltd. or any of its affiliates. The Company will not enter into any
material transaction with Ivy or any affiliate of Ivy unless the members of the
Unaffiliated Director Committee unanimously approve the transaction, with no
more than one abstention. The Unaffiliated Director Committee held one meeting
during the Company's last fiscal year.
The Board of Directors of the Company held four meetings during the
Company's last fiscal year. All of the directors attended all of the meetings in
1996 of the Board of Directors and the committees of which they were members.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche, LLP, who, with their predecessor companies, have been
the independent public accountants for Presidential and its predecessor
companies since 1960, will have representatives present at the Annual Meeting of
Stockholders who will have an opportunity to make a statement if they desire to
do so and to respond to appropriate questions. Deloitte & Touche, LLP has
advised the Company that neither it nor, to the best of its knowledge, any of
its members has any direct or material indirect financial interest in the
Company nor has it had any connection during the past five years with the
Company in the capacity of promoter, underwriter, voting trustee, director,
officer or employee other than as independent auditors for the Company.
OTHER MATTERS
At the date of this Proxy Statement, the only proposals which the
management intends to present at the meeting are those set forth in the Notice
of the Annual Meeting of Stockholders. Management knows of no other matter which
may come before the meeting, but if any other matters properly come before the
meeting, it is intended that proxies in the accompanying forms will be voted
thereon in accordance with the judgment of the person or persons voting the
proxies.
PROPOSALS FOR 1998 ANNUAL MEETING OF STOCKHOLDERS
Shareholder proposals for the 1998 Annual Meeting of Stockholders must be
received by the Secretary at the corporate offices of Presidential, 180 South
Broadway, White Plains, New York 10605, no later than December 29, 1997 for
inclusion in the Proxy Statement for the 1998 Annual Meeting of Stockholders.
COST OF SOLICITATION
The cost of soliciting proxies in the accompanying forms has been or will
be borne by the Company. In addition to solicitation by mail, solicitations may
be made by telephone calls by existing employees of the Company.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. IF YOU ARE
UNABLE TO BE PRESENT IN PERSON, YOU ARE REQUESTED TO SIGN THE ENCLOSED PROXY OR
PROXIES AND RETURN SAME IN THE ENCLOSED STAMPED AND ADDRESSED ENVELOPE AS
PROMPTLY AS POSSIBLE.
A STOCKHOLDER EXECUTING AND RETURNING A PROXY HAS THE POWER TO REVOKE IT AT
ANY TIME BEFORE IT IS VOTED BY GIVING WRITTEN NOTICE TO THE SECRETARY OF THE
COMPANY, BY SUBMISSION OF ANOTHER PROXY BEARING A LATER DATE, OR BY ATTENDING
THE MEETING AND REQUESTING TO VOTE IN PERSON.
April 26, 1997
10
<PAGE> 13
PRESIDENTIAL REALTY CORPORATION (CLASS A SHARES)
180 SOUTH BROADWAY, WHITE PLAINS, NEW YORK 10605
MANAGEMENT PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JEFFREY F. JOSEPH and THOMAS VIERTEL, as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to appear and vote all of the shares of Class A stock standing in the name
of the undersigned on April 24, 1997, at the Annual Meeting of Stockholders of
Presidential Realty Corporation to be held at the White Plains Hotel, 95 South
Broadway, White Plains, New York, on June 12, 1997 at 2:00 P.M., New York time,
and at any and all adjournments thereof, and the undersigned hereby instructs
said attorneys to vote as designated below:
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS WITHHOLD AUTHORITY
FOR all nominees listed below: to vote for all nominees listed below [ ]
(except as marked to the contrary below) [
]
</TABLE>
ROBERT FEDER, JEFFREY F. JOSEPH, ROBERT E. SHAPIRO, JOSEPH VIERTEL
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
................................................................
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting or any
adjournments thereof.
The undersigned hereby acknowledges receipt of the Proxy Statement dated April
26, 1997.
(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE)
<PAGE> 14
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1.
Dated................, 1997 Please sign exactly as name
appears below. When shares are held
by joint tenants, both should sign.
When signing as attorney, as
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
...................................
Signature
...................................
Signature if held jointly.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE> 15
PRESIDENTIAL REALTY CORPORATION (CLASS B SHARES)
180 SOUTH BROADWAY, WHITE PLAINS, NEW YORK 10605
MANAGEMENT PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints JEFFREY F. JOSEPH and THOMAS VIERTEL, as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to appear and vote all of the shares of Class B stock standing in the name
of the undersigned on April 24, 1997, at the Annual Meeting of Stockholders of
Presidential Realty Corporation to be held at the White Plains Hotel, 95 South
Broadway, White Plains, New York, on June 12, 1997 at 2:00 P.M., New York time,
and at any and all adjournments thereof, and the undersigned hereby instructs
said attorneys to vote as designated below:
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS WITHHOLD AUTHORITY
FOR all nominees listed below: to vote for all nominees listed below [ ]
(except as marked to the contrary below) [
]
</TABLE>
RICHARD BRANDT, MORTIMER M. CAPLIN
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
................................................................
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting or any
adjournments thereof.
The undersigned hereby acknowledges receipt of the Proxy Statement dated April
26, 1997.
(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE)
<PAGE> 16
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1.
Dated................, 1997 Please sign exactly as name
appears below. When shares are held
by joint tenants, both should sign.
When signing as attorney, as
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
...................................
Signature
...................................
Signature if held jointly.
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
