SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 ss.240.14a-11(c) or ss.240.14a-12
CEDAR INCOME FUND, LTD.
(Name of Registrant as Specified in Its Charter)
(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 previously paid 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>
CEDAR INCOME FUND, LTD.
44 South Bayles Avenue
Port Washington, New York 11050
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 30, 1999
To the Stockholders of
CEDAR INCOME FUND, LTD.
The 1999 Annual Meeting of Stockholders of Cedar Income Fund, Ltd., a
Maryland corporation (the "Company"), will be held at the offices of Stroock &
Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, on Wednesday,
June 30, 1999, at 4:00 p.m., local time, for the following purposes:
1. To elect one Class I Director and one Class II Director;
2. To approve the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending December 31, 1999;
and
3. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on May 14, 1999, as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. YOU ARE URGED
TO SIGN, DATE AND OTHERWISE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON EVEN IF
YOU HAVE SIGNED AND RETURNED YOUR PROXY CARD.
By Order of the Board of Directors
Leo S. Ullman
Chairman of the Board and
President
Port Washington, New York
May 20, 1999
<PAGE>
CEDAR INCOME FUND, LTD.
44 SOUTH BAYLES AVENUE
PORT WASHINGTON, NEW YORK 11050
----------------------------
PROXY STATEMENT
----------------------------
The accompanying Proxy is solicited by the Board of Directors of Cedar
Income Fund, Ltd., a Maryland corporation (the "Company"), for use at the Annual
Meeting of Stockholders (the "Meeting") to be held on June 30, 1999, at 4:00
p.m., local time, or any adjournment thereof, at which stockholders of record at
the close of business on May 14, 1999 shall be entitled to vote. The cost of
solicitation of proxies will be borne by the Company. The Company may use the
services of its Directors, officers and others to solicit proxies, personally or
by telephone; arrangements may also be made with brokerage houses and other
custodians, nominees, fiduciaries and stockholders of record to forward
solicitation material to the beneficial owners of stock held of record by such
persons. The Company may reimburse such solicitors for reasonable out-of-pocket
expenses incurred by them in soliciting, but no compensation will be paid for
their services.
Each proxy executed and returned by a stockholder may be revoked at any
time before it is voted by timely submission of written notice of revocation or
by submission of a duly executed proxy bearing a later date (in either case
directed to the Secretary of the Company) or, if a stockholder is present at the
Meeting, he may elect to revoke his proxy and vote his shares personally.
There is being mailed herewith to each stockholder of record the Company's
Annual Report to Stockholders for the fiscal year ended December 31, 1998. The
date of this Proxy Statement is the approximate date on which this Proxy
Statement and form of Proxy were first sent or given to stockholders.
On May 14, 1999, the Company had outstanding and entitled to vote with
respect to all matters to be acted upon at the meeting 542,111 shares of Common
Stock, $.01 par value per share ("Common Stock"). Each holder of Common Stock is
entitled to one vote for each share of stock held by such holder. The presence
of holders representing a majority of all the votes entitled to be cast at the
meeting will constitute a quorum at the meeting. In accordance with Maryland
law, abstentions, but not broker non-votes, are counted for purposes of
determining the presence or absence of a quorum for the transaction of business.
The proposals to elect two Directors and to approve the appointment of the
independent auditors for 1999 require the affirmative vote of a majority of the
shares voted on each such proposal in order to pass. Abstentions and broker
non-votes are not counted in determining the votes cast with respect to any of
the matters submitted to a vote of stockholders.
It is expected that the following business will be considered at the
Meeting and action taken thereon.
1. ELECTION OF DIRECTORS
Pursuant to the By-Laws of the Company, the Board of Directors of the
Company is currently comprised of six members who are divided into three classes
serving staggered three-year terms of office. It is proposed to elect at this
Meeting (i) one Class I Director to hold office for a three-year term until the
2002 Annual Meeting of Stockholders and until his successor is duly elected and
qualifies and (ii) one Class II Director to hold office for a one-year term
until the 2000 Annual Meeting of Stockholders and until his successor is duly
elected and qualifies. Theodore Fichtenholz is nominated as a Class II Director
pursuant to the provisions of the credit facility (the "Credit Facility")
originally made by Cedar Bay Company and The Point Associates, L.P. with Titan
Management, L.P. which requires that an individual designated by the lender be a
member of the Board of Directors for the term of the Credit Facility. In
accordance with the Credit Facility, Mr. Fichtenholz has agreed with the Company
that, if elected, he will resign from the Board effective immediately upon any
termination of the Credit Facility. Class II and Class III Directors will be
elected at the Annual Meetings to be held in 2000 and 2001, respectively, for
three-year terms, and until their respective successors are duly elected and
qualify. It is intended that the accompanying form of Proxy will be voted for
the nominees set forth below, each of whom is presently a Director of the
Company. If some unexpected occurrence should make necessary, in the Board of
Directors' judgment, the substitution of some other person or persons for any of
the nominees, shares will be voted for such other person or persons as the Board
of Directors may select. The Board of Directors is not aware that any nominee
may be unable or unwilling to serve as a Director. The following table sets
forth certain information with respect to the nominees and also with respect to
each Director whose term of office will continue after this Meeting.
NOMINEES FOR ELECTION
<TABLE>
<CAPTION>
TERM OF
PRINCIPAL OFFICE SERVED AS A
OCCUPATION AND WILL DIRECTOR
NAME AGE POSITIONS HELD EXPIRE SINCE
---- --- -------------- ------ -----
<S> <C> <C> <C> <C>
Jean-Bernard Wurm 49 Mr. Wurm has been a director of HVB Capital 2002 1998
Markets Inc., and its predecessor B.V. Capital
Markets Inc., since January 1, 1993. Mr.
Wurm began his career with J.P. Morgan in
Paris in the International Money Management
Group and in Frankfurt as a corporate lending
officer before moving to the U.S. in 1979. In
1986, Mr. Wurm started advising European
investors in the U.S. real estate market. From
1989 to 1992, Mr. Wurm was the President of
U.S. Land which provided European lenders
with expertise and support in the workout or
disposition of their U.S. real estate assets.
Mr. Wurm has been a member of the finance
committee of the GMHC since 1986 and has
also been Treasurer of the Sciences-Po
Alumni Association for the last three
years and a member of its Board since
1998.
Theodore 52 Mr. Fichtenholz has been a private practicing 2000 1998
Fichtenholz attorney since 1993. His offices are located in
central Connecticut. He was first admitted to
the Bar in 1974 in New York. Mr.
Fichtenholz's practice specializes in real estate
and financing matters. From 1985 until 1993,
Mr. Fichtenholz was Managing Attorney for
Chase Enterprises, a privately held real estate
company. From 1977 until 1985, Mr.
Fichtenholz was a partner in a New York City
law firm. Prior to 1977, Mr. Fichtenholz held
various positions with the City of New York.
DIRECTORS WHOSE TERM OF OFFICE WILL
CONTINUE AFTER MEETING
TERM OF
PRINCIPAL OFFICE SERVED AS A
OCCUPATION AND WILL DIRECTOR
NAME AGE POSITIONS HELD EXPIRE SINCE
---- --- -------------- ------ -----
Leo S. Ullman 59 Mr. Ullman has been Chairman of the Board 2001 1998
and President of the Company since 1998 and
has been President of SKR Management Corp.,
an affiliate of the Company, since 1994;
Chairman of Brentway Management LLC,
which provides property management and
leasing services to the Company, since 1994;
and President of Cedar Bay Realty Advisors,
Inc., which provides administrative and
advisory services to the Company, since its
formation in January 1998. From 1992 through
1995, Mr. Ullman was President of API
Management Services Corp. and API Asset
Management, Inc. Mr. Ullman has been
involved in real estate property and asset
management for approximately twenty years.
Mr. Ullman has been a member of the New
York Bar since 1966. From 1993 until the end
of 1998, Mr. Ullman served as "of counsel" to
the New York office of the law firm Schnader
Harrison Segal & Lewis, LLP.
J.A.M.H. der 58 From 1984 through 1994, Mr. der Kinderen 2000 1998
Kinderen was Director of Investments of Rabobank
Pension Fund. Mr. der Kinderen has been or is
Chairman of the Board of the following
entities: Noro America Real Estate B.V. (1995-
present); Noro Amerika Vast Goed B.V. (1985-
present); Mass Mutual Pierson (M.M.P.)
(1988-present); and, since 1996, a director of
Warner Building Corporation.
Everett B. Miller, 51 Mr. Miller is currently the Senior Vice 2000 1998
III President and Chief Executive Officer of
Commonfund Realty, Inc., a regulated
investment advisor. Prior to that,
starting in March 1997, Mr. Miller was
the Senior Vice President and Chief
Executive Officer of two finite REITs,
Endowment Realty Investors and Endowment
Realty Investors II. From January 1995
through March 1997, Mr. Miller was the
Principal Investment Officer for Real
Estate and Alternative Investment at the
Office of the Treasurer of the State of
Connecticut. Prior to that, Mr. Miller
was employed for twenty years at
Travelers Realty Investment Co., at
which his last position was Senior Vice
President.
Brenda J. Walker 46 Ms. Walker has been Vice President and 2001 1998
Treasurer of the Company since 1998 and has
been Vice President of SKR Management Corp.
since 1994; President of Brentway
Management LLC since 1994; and Vice
President of API Management Services Corp.
and API Asset Management, Inc. from 1992
through 1995. Ms. Walker has been involved
in real estate property and asset management
for approximately twenty years.
</TABLE>
The Board of Directors and Committees of the Board
The powers of the Company are exercised by, or under authority of, and its
business and affairs are managed under the direction of, the Board of Directors.
In carrying out its responsibilities, the Board of Directors established an
Audit Committee, the current members of which are Messrs. der Kinderen, Miller
and Wurm. The principal functions of the Audit Committee include recommending to
the Board of Directors the selection of the independent auditors; consulting
with the independent auditors with respect to matters of interest to the Audit
Committee; approving the type, scope and costs of services to be performed by
the independent auditors; and reviewing the work of those persons responsible
for the Company's day-to-day compliance with accounting principles, financial
disclosure, income tax laws, internal controls and recordkeeping requirements.
The Board of Directors does not have standing nominating or compensation
committees. Special committees of the Board may be appointed from time to time
to consider and address specific matters of interest to the Board. During 1998
the Board of Directors held four meetings and the Audit Committee did not hold
any meetings. Each Director attended at least 75% of the combined number of
meetings of the Board of Directors and of the committees on which he or she
served.
Compensation of Directors and Executive Officers
The officers and Directors of the Company who are also affiliated with
Cedar Bay Company ("Cedar Bay") do not receive any remuneration for their
services to the Company other than reimbursement of travel and other expenses
incurred in connection with their duties. During 1998, Directors not affiliated
with Cedar Bay, Mr. Miller, Mr. Wurm and Mr. der Kinderen, received a prorated
annual fee of $3,750 plus $750 for each board meeting attended. Mr. Fichtenholz
received a prorated annual fee of $1,250 plus $750 for each board meeting
attended.
CERTAIN AGREEMENTS AND BUSINESS RELATIONSHIPS
The Company operates as a real estate investment trust ("REIT"). Pursuant
to certain transactions effected in June 1998, the Company reorganized itself
into an "umbrella partnership REIT" through the contribution of substantially
all of its assets into a limited partnership (the "Operating Partnership") in
exchange for the sole general partner interest and all 2,245,411 limited
partnership interests ("Units") of the Operating Partnership. Immediately after
such assignment, Cedar Bay exchanged 1,703,300 shares of Common Stock for
1,703,300 Units owned by the Company. The shares of Common Stock were cancelled
upon their exchange by Cedar Bay. Following these transactions, substantially
all of the Company's assets consisted of the controlling general partner
interest of the Operating Partnership and approximately 24% of the Units and
substantially all of Cedar Bay's assets consisted of 189,737 shares of Common
Stock, approximately 35% of the issued and outstanding shares of Common Stock,
and approximately 76% of the Units.
Cedar Bay is a New York general partnership. Triangle Center Associates,
L.P., a Pennsylvania limited partnership ("Triangle Center"), and TPA Ownership,
L.L.C., a Delaware limited liability company ("TPA"), are the sole partners of
Cedar Bay. TPA replaced The Point Associates, L.P., a Pennsylvania limited
partnership ("Point Associates") as partner in Cedar Bay as of March 29, 1999.
The general partner of Triangle Center is Buttzville Corp., a Delaware
corporation ("Buttzville"). The general partner of Point Associates is Selbridge
Corp., a Delaware corporation ("Selbridge"). The members of TPA are Thomsville
Corp. ("Thomsville"), Hicks Management Corp. ("Hicks"), and Ledford Corp.
("Ledford"), all three of which are Delaware corporations. Leo S. Ullman is the
sole limited partner in each of Point Associates and Triangle Center and is an
executive officer and director of each of Buttzville, Selbridge, Thomsville,
Hicks and Ledford.
Administrative and Advisory Services
The Company does not have any employees and has contracted with Cedar Bay
Realty Advisors, Inc., a New York corporation ("Cedar Bay Realty") to provide
administrative, advisory, acquisition and divestiture services to the Company
pursuant to an Administrative and Advisory Agreement (the "Advisory Agreement")
entered into in April 1998. Cedar Bay Realty is wholly-owned by Mr. Ullman. Mr.
Ullman is President and a director of, and Brenda J. Walker is Vice President
of, Cedar Bay Realty. The term of the Advisory Agreement is for one (1) year and
is automatically renewed annually for an additional year subject to the right of
either party to cancel the Advisory Agreement upon 60 days written notice.
Under the Advisory Agreement, Cedar Bay Realty is obligated to: (a) provide
office space and equipment, personnel and general office services necessary to
conduct the day-to-day operations of the Company; (b) select and conduct
relations with accountants, attorneys, brokers, banks and other lenders, and
such other parties as may be considered necessary in connection with the
Company's business and investment activities, including, but not limited to,
obtaining services required in the acquisition, management and disposition of
investments, collection and disbursement of funds, payment of debts and
fulfillment of obligations of the Company, and prosecuting, handling and
settling any claims of the Company; (c) provide property acquisition and
disposition services, research, economic and statistical data, and investment
and financial advice to the Company; and (d) maintain appropriate legal,
financial, tax, accounting and general business records of activities of the
Company and render appropriate periodic reports to the Directors and
stockholders of the Company and to regulatory agencies, including the Internal
Revenue Service, the Securities and Exchange Commission, and similar state
agencies.
Cedar Bay Realty receives fees for its administrative and advisory services
as follows:
(a) a monthly administrative and advisory fee equal to 1/12 of 3/4 of 1% of the
estimated current value of real estate assets of the Company, plus 1/12 of 1/4
of 1% of the estimated current value of all other assets of the Company; (b) an
acquisition fee equal to 5% of the gross purchase price (before expenses and
without deducting indebtedness assumed) of any real property acquired during the
term of the Advisory Agreement; provided that the total of all such acquisition
fees plus acquisition expenses in connection with the purchase of any real
property shall be reasonable and shall not exceed 6% of the amount paid or
allocated to the purchase, development, construction or improvement of a
property, exclusive of acquisition fees and acquisition expenses; and (c) a
disposition fee equal to 3% of the gross sales price (before expenses but
without deducting any indebtedness against the property) of any real property
disposed of during the term of the Advisory Agreement; provided that no
disposition fee shall be paid unless and until the stockholders have received
certain distributions from the Company. In addition, Cedar Bay Realty may
receive one-half of the brokerage commission on such a disposition but only up
to 3% of the price actually paid for the property, subject to certain
limitations. Furthermore, if the Advisory Agreement is terminated prior to the
liquidation of the Company, Cedar Bay Realty will be entitled to payment of
disposition fees based on the ratio of the number of years the Advisory
Agreement was operative to the number of years from the date the Advisory
Agreement was entered into that such fee became payable. The Company paid
$99,180 to Cedar Bay Realty in administrative fees for 1998. No incentive,
acquisition or disposition fees were paid in 1998.
Management Services
With the exception of Germantown Square Shopping Center in Louisville,
Kentucky ("Germantown Square"), a retail property in which the Company owns a
50% undivided interest, Brentway Management LLC, a New York limited liability
company ("Brentway") provides property management and leasing services to the
Company's real property pursuant to a Management Agreement (the "Management
Agreement") entered into in April 1998. Brentway is owned by Mr. Ullman and Ms.
Walker, who are also Chairman and President of Brentway, respectively. The term
of the Management Agreement is for one (1) year and is automatically renewed
annually for an additional year subject to the right of either party to cancel
the Management Agreement upon 60 days' written notice. Under the Management
Agreement, Brentway is obligated to provide property management services, which
include leasing and collection of rent, maintenance of books and records,
establishment of bank accounts and payment of expenses, maintenance and
operation of property, reporting and accounting to the Company regarding
property operations, and maintenance of insurance. All of the duties of Brentway
are to be fulfilled at the Company's expense; provided, however, that the
Company is not required to reimburse Brentway for personnel expenses other than
for on-site personnel at the properties managed. Brentway receives fees for its
property management services as follows: a monthly management fee equal to 5% of
the gross income from properties managed and leasing fees of up to 6% of the
rent to be paid during the term of the lease procured. Because Life Investors
Insurance Company of America ("Life Investors") owns the other 50% undivided
interest in Germantown Square, AEGON USA Realty Advisors Inc., an affiliate of
Life Investors, and the Company's former management company and advisor,
continues to manage Germantown Square on terms similar to the above. Brentway
has subcontracted with various local management companies for site management
and leasing services. Brentway was paid $44,587 in property management fees in
1998.
Financial Advisory Agreement
In June 1998, the Company entered into a Financial Advisory Agreement (the
"HVB Agreement") with HVB Capital Markets Inc., as successor to B.V. Capital
Markets, Inc. ("HVB"), pursuant to which HVB has agreed to perform the following
services as financial advisor to the Company: (a) advise on acquisition
financing and/or lines of credit for future acquisitions; (b) advise on
acquisitions of United States real property interests and the consideration to
be paid therefor; (c) advise on private placements of the shares of the Company;
(d) assist the Board of Directors in developing suitable investment parameters
for the Company; (e) develop and maintain contacts on behalf of the Company with
institutions with substantial interests in real estate and capital markets; (f)
advise the Board with respect to additional private or public offerings of
equity securities of the Company; (g) review certain financial policy matters
with consultants, accountants, lenders, attorneys and other agents of the
Company; and (h) prepare periodic reports of its performance of the foregoing
services. As compensation for the foregoing services, the Company is required to
pay HVB, (i) .25% of the Company's net asset value, less any indebtedness
affecting such net value, but in any event, not less than $100,000 per year;
(ii) a one-time payment of 1.5% of 90% of the agreed value of properties
contributed to the Company or its affiliates by persons introduced to the
Company by HVB; and (iii) upon the Company becoming self-administered, a
one-time payment equal to five times the annual fee income attributable to fee
receipts from clients or contacts of HVB that have contributed property to the
Company. The term of the HVB Agreement is for a period of one (1) year and is
automatically renewed for an additional year subject to the right of either
party to cancel at the end of any year upon 60 days' written notice. Mr.
Jean-Bernard Wurm, a Director of the Company, is a director of HVB. Under the
HVB Agreement, Cedar Bay has agreed to cause its shares to be voted in favor of
the election of Mr. Wurm as a Director of the Company. HVB was paid $58,808 for
financial advisory services in 1998.
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The following line graph sets forth for the period January 1, 1994 through
December 31, 1998, a comparison of the percentage change in the cumulative total
stockholder return on the Company's Common Stock compared to the cumulative
total return of the Standard & Poor's ("S&P") Stock Index; and the index of
equity real estate investment trusts prepared by the National Association of
Real Estate Investment Trusts ("NAREIT"), the NAREIT Equity REIT Total Return
Index.
The graph assumes that the shares of the Company's Common Stock were bought
at the price of $100.00 per share and that the value of the investment in each
of the Company's Common Stock and the indices was $100 at the beginning of the
period. The graph further assumes the reinvestment of dividends.
The stock price performance shown on the graph below is not necessarily
indicative of future price performance.
<TABLE>
<CAPTION>
PERIOD ENDING
INDEX 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cedar Income Fund, Ltd. 100.00 91.24 106.97 125.50 207.42 202.12
S&P 500 100.00 101.32 139.39 171.26 228.42 293.69
NAREIT All Equity REIT Index 100.00 103.70 119.48 164.04 198.75 165.71
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to each person and
group (as that term is used in Section 13(d)(3) of the Securities Exchange Act
of 1934 (the "Exchange Act") known by the Company to be the beneficial owner of
more than five percent (5%) of the outstanding shares of Common Stock as of May
14, 1999. Each such owner has sole voting and investment powers with respect to
the shares of Common Stock owned by it.
Number of Shares
NAME AND ADDRESS BENEFICIALLY OWNED Percent of Class
Cedar Bay Company 1 1,893,037 84.3%
c/o SKR Management Corp.
44 South Bayles Avenue
Port Washington, NY 11050
All of the shares of Common Stock and all of the Units (the "Pledged
Securities") held by Cedar Bay are pledged to the lender pursuant to the Credit
Facility. If Cedar Bay fails to pay principal or interest when due or otherwise
defaults under the Credit Facility, the lender will have the right to foreclose
on the Pledged Securities, which will result in a change in control of the
Company.
The following table sets forth the number of shares of Common Stock
beneficially owned as of May 14, 1999 by each Director and officer and by all
Directors and officers as a group (6 persons).
Amount and Nature
NAME OF BENEFICIAL OWNERSHIP Percent of Class
Leo S. Ullman 2 1,893,037 84.3%
J.A.M.H. der Kinderen 100 *
Everett B. Miller III 100 *
Brenda J. Walker 100 *
Jean-Bernard Wurm 0 -
Theodore Fichtenholz 0 -
Directors and Officers as a group
(6 persons) 1,893,337 84.3%
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Company believes that during 1998 all of its officers, Directors and
holders of more than 10% of its Common Stock complied with all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934, except
as follows: Messrs. der Kinderen, Miller and Wurm have not yet filed their Forms
3 reporting on their election as Directors of the Company. In making this
disclosure, the Company has relied solely on written representations of its
Directors, officers and more than 10% holders and on copies of reports that have
been filed with the Securities and Exchange Commission.
- --------
1 Represents 189,737 shares of Common Stock and 1,703,300 Units convertible
into shares of Common Stock.
2 Mr. Ullman may be deemed to be the beneficial owner of all the shares of
Common Stock and Units owned by Cedar Bay Company. Mr. Ullman disclaims
beneficial ownership of such securities.
* Such holdings represent less than one percent of the outstanding shares of
Common Stock.
OPTIONS GRANTED
No options have been granted under the Company's 1998 Stock Option Plan.
2. APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected Ernst & Young LLP as
independent auditors of the Company for the fiscal year ending December 31,
1999. A representative of Ernst & Young LLP is expected to be present at the
meeting with the opportunity to make a statement if such representative so
desires and to respond to appropriate questions. Ernst & Young LLP acted as the
Company's auditors in 1998.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR APPROVAL OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S AUDITORS.
3. OTHER MATTERS
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 2000
Annual Meeting of Stockholders must be received by the Company on or prior to
January 20, 2000 to be eligible for inclusion in the Company's Proxy Statement
and form of Proxy to be used in connection with such meeting.
<PAGE>
OTHER BUSINESS
At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the Meeting is
that hereinabove set forth. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of Proxy to vote the Proxy on such
matters in accordance with their judgment.
Leo S. Ullman
Chairman of the Board and President
Dated: May 20, 1999
<PAGE>
CEDAR INCOME FUND, LTD.
1999 Annual Meeting of Stockholders - June 30, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned stockholder of CEDAR INCOME FUND, LTD., a Maryland
corporation, hereby appoints Leo S. Ullman and Brenda J. Walker and
R each of them the proxies of the undersigned with full power of
substitution to vote at the Annual Meeting of Stockholders of the
O Company to be held at 4:00 p.m. on June 30, 1999, and at any
adjournment or adjournments thereof (the "Meeting"), with all the
X power which the undersigned would have if personally present, hereby
revoking any proxy heretofore given. The undersigned hereby
Y acknowledges receipt of the proxy statement for the Meeting and
instructs the proxies to vote as directed on the reverse side.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE
DETACH HERE
Please mark /X/ vote as in this example
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED. IF
NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES LISTED BELOW, FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG
LLP FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999, AND IN THE DISCRETION OF THE
PROXY HOLDERS AS TO ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING.
<PAGE>
1. To elect 2 nominees for Directors:
Nominees: Jean-Bernard Wurm, Theodore Fichtenholz
FOR / / WITHHELD / /
/ / _________________________________
For all nominees except as noted
above
FOR / / AGAINST / / ABSTAIN / /
2. To ratify the appointment
of Ernst & Young LLP as
independent auditors for the fiscal
year ending December 31, 1999.
3. With discretionary authority upon such
other matters as may properly come before
the Meeting.
MARK HERE MARK HERE
FOR ADDRESS / / IF YOU PLAN / /
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
Please sign exactly as your name appears on this
proxy card. When signing as attorney, executor,
trustee or guardian, please give your full title.
Signature_____________ Date_________ Signature_______________ Date_________
