UNI INVEST USA LTD, DEF 14A, 2000-05-23

UNI INVEST USA LTD
DEF 14A, 2000-05-23
REAL ESTATE INVESTMENT TRUSTS

Previous: FRANKLIN TAX FREE TRUST, 24F-2NT, 2000-05-23

Next: SEDONA CORP, S-3, 2000-05-23

<PAGE>

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 (Amendment No. )

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 Under Rule 14a-12

Uni-Invest (U.S.A.), 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)(1) 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>

UNI-INVEST (U.S.A.), LTD.
(Formerly known as CEDAR INCOME FUND, LTD.)
44 South Bayles Avenue
Port Washington, New York 11050

-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 26, 2000

To the Stockholders of UNI-INVEST (U.S.A.), LTD.
(Formerly known as CEDAR INCOME FUND, LTD.)

The 2000 Annual Meeting of Stockholders of Uni-Invest (U.S.A.), 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 June 26,
2000, at 4:00 p.m., local time, for the following purposes:

1. To elect one Class I Director, two Class II Directors and one Class III
Director;

2. To approve the appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending December 31, 2000; 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 15, 2000, 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
President

Port Washington, New York
May 19, 2000

<PAGE>

UNI-INVEST (U.S.A.), LTD.
44 SOUTH BAYLES AVENUE
PORT WASHINGTON, NEW YORK 11050

-----------------------
PROXY STATEMENT
-----------------------

The accompanying Proxy is solicited by the Board of Directors of
Uni-Invest (U.S.A.), Ltd., a Maryland corporation (the "Company"), for use at
the Annual Meeting of Stockholders (the "Meeting") to be held on June 26, 2000,
at 4:00 p.m., local time, or any adjournment thereof, at which stockholders of
record at the close of business on May 15, 2000 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, 1999. 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 15, 2000, the Company had outstanding and entitled to vote with
respect to all matters to be acted upon at the meeting 942,651 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 four Directors and to approve the appointment
of the independent auditors for 2000 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 two-year term
until the 2002 Annual Meeting of Stockholders and until his successor is duly
elected and qualifies, (ii) two Class II Directors to hold office for a
three-year term until the 2003 Annual Meeting of Stockholders and until the
successors are duly elected and qualify and (iii) one Class III Director to
hold office for a one year term until the 2001 Annual Meeting of Stockholders
and until his successor is duly elected and qualifies. Richard Homburg and
Louis Ph. Marcus are nominated as Class I and Class III Directors,
respectively, pursuant to the provisions of the Subscription Agreement
described below. Remaining Class III and Class I Directors will be elected at
the Annual Meetings to be held in 2001 and 2002, 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.
<PAGE>

NOMINEES FOR ELECTION

<TABLE>
<CAPTION>
TERM OF SERVED
OFFICE AS A
PRINCIPAL OCCUPATION WILL DIRECTOR
NAME AGE AND POSITIONS HELD EXPIRE SINCE
- ------------------------------- ----- ------------------------------------------------ --------- ---------
<S> <C> <C> <C> <C>
Richard Homburg ............... 50 Mr. Homburg is the Founder, President and 2002 1999
Chairman of the Homburg Uni-Corp Group, a
real estate enterprise with offices in the U.S.
(Colorado) and Canada (Nova Scotia, New
Brunswick and Alberta). Since 1991, he has
been the Chief Executive Officer of Uni-Invest
N.V. a publicly-traded real estate fund
organized in the Netherlands and listed on the
Amsterdam Stock Exchange. Mr. Homburg is
experienced in real estate development, sales,
leasing, management, financing, insurance,
venture capital, joint ventures, asset
management, merchant banking and retail
merchandising and manufacturing throughout
Europe, North America and Asia. Mr.
Homburg was elected Chairman of the Board
of Directors in November 1999.
Louis Ph. Marcus .............. 53 Mr. Marcus received business and engineering 2001 1999
degrees from Rijksuniversiteit Groningen, the
Netherlands. Mr. Marcus is Chief Executive
Officer of Homburg Uni-Corp Group. Mr.
Marcus has 24 years of management/
experience at (publicly-traded) companies in
Europe. He is a former Co-President of
Metabouw, a Netherlands real estate
construction company and President/Board
Member of several entities within the
Homburg Uni-Corp Group, including
Uni-Invest Holdings (U.S.A.) B.V. Mr. Marcus
was elected a Director and Treasurer of the
Company in November 1999.
J.A.M.H. der Kinderen ......... 59 From 1984 through 1994, Mr. der Kinderen 2003 1998
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.)
(1988-1997); and, since 1996, a director of
Warner Building Corporation, a real estate
investment trust.
</TABLE>

2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Everett B. Miller, III... 52 Mr. Miller is currently Senior Vice President 2003 1998
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.
</TABLE>

DIRECTORS WHOSE TERM OF OFFICE WILL
CONTINUE AFTER MEETING

3
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Brenda J. Walker ......... 47 Ms. Walker has been Vice President of the 2001 1998
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. Ms. Walker was
Treasurer of the Company from April 1998
until November 1999, when Mr. Marcus was
elected Treasurer.
</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 and Miller. Ms. Walker will join the Audit Committee as of June 14,
2000. 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 1999
the Board of Directors held four face-to-face meetings and one telephone
conference. 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, except for Ms.
Walker who attended 60% (she was unavailable for the telephone conference).

Compensation of Directors and Executive Officers

The officers and Directors of the Company who are also affiliated with
Cedar Bay Company ("CBC") and Uni-Invest Holdings (U.S.A.) B.V. 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
1999, Directors not affiliated with CBC and Uni-Invest Holdings (U.S.A.) B.V.,
Mr. Miller, Mr. Wurm, Mr. Fichtenholz and Mr. der Kinderen, received an annual
fee of $5,000 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, CBC 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 CBC. 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; substantially all of
CBC's assets consisted of 189,737 shares of Common Stock, approximately 35% of
the issued and then outstanding shares of Common Stock, and approximately 76%
of the Units.

As of November 5, 1999, a Subscription Agreement was entered into by and
between the Company and Uni-Invest Holdings (U.S.A.) B.V., pursuant to which
Uni-Invest Holdings (U.S.A.) B.V. acquired on or about November 15, 1999,
through a private placement, 150,000 shares of Common Stock of the Company at
$4.50 per share (which price as of such date of issue was higher than the
quoted price for such shares on the NASDAQ). As a result of such placement and
the other private placements of an additional 250,000 shares of

4
<PAGE>

Common Stock, as of November 15, 1999, Uni-Invest Holdings (U.S.A.) B.V. owned
approximately 16% of the Common Stock of the Company. CBC's Common Stock
ownership was correspondingly reduced from approximately 35% to approximately
20%. Also in accordance with the agreement, and pursuant to Board of Directors'
approval and shareholders' approval at a special meeting held on February 24,
2000, the Company changed its name to "Uni-Invest (U.S.A.), Ltd." effective as
of February 29, 2000. The name of the Operating Partnership was correspondingly
changed to "Uni-Invest (U.S.A.) Partnership, L.P." as of February 29, 2000.

At a Board meeting held on November 18, 1999 the following persons were
elected to the positions respectively set forth below:

Richard Homburg Chairman of the Board
Louis Ph. Marcus Treasurer
Lawrence W. Freeman, Esq. Assistant Secretary

In addition, the Company, Uni-Invest Holdings (U.S.A) B.V. and CBC entered
into a Stockholders' Agreement effective as of the issuance of stock pursuant
to the Subscription Agreement, wherein Uni-Invest Holdings (U.S.A.) B.V. and
CBC agreed, among other things, to hold their shares for a period of not less
than five years and setting forth certain provisions for the orderly sale or
other disposition of shares under certain circumstances, and also to provide
certain other arrangements common to such stockholders' agreements, including
but not limited to subscriber's representations and warranties to the effect
that (i) the shares are being acquired for the subscriber's own account, (ii)
the subscriber is an "accredited investor" within the meaning of Rule 501(a)
promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), and (iii) the subscriber has had access to all documents and information
requested. Further, the subscriber acknowledges that the shares have not been
registered under the Securities Act. Pursuant to the Subscription Agreement,
the parties also agree to vote their shares in favor of a slate of directors
pursuant to which each of the respective parties would designate two persons
for election as directors of a board of directors which would also include not
less than three outside directors.

The Stockholders' Agreement also calls for the creation by the Board of
Directors, as reconstituted, of an Executive Committee of the Board, the
members of which would be Richard Homburg and Leo S. Ullman.

Further, the Subscription Agreement, provides for the transfer of 50% of
the stock of Cedar Bay Realty Advisors, Inc. ("CBRA") to an affiliate of
Uni-Invest Holdings (U.S.A.) B.V. and the participation by such affiliate of
Uni-Invest Holdings (U.S.A.) B.V. generally in any increase in income of CBRA
attributable to growth of advisory fees arising from services rendered to the
Company and to the Operating Partnership.

The Subscription Agreement also provides for an affiliate of Uni-Invest
Holdings (U.S.A.) B.V. to acquire, without additional consideration, a 50%
interest in each of SKR Management Corp. and Brentway Management LLC, which
companies shall be merged, or otherwise acquired by CBRA. Further, the
Subscription Agreement provides for Uni-Invest Holdings (U.S.A.) B.V. to
succeed HVB Capital Markets, Inc. ("HVB") as financial advisor to the Company,
after the expiration or other termination of the then-existing agreement with
HVB Capital Markets, Inc. (the "HVB Agreement"). HVB agreed to terminate the
HVB Agreement effective as of December 31, 1999.

Uni-Invest Holdings (U.S.A) B.V. and Leo S. Ullman have entered into a
Stockholders' Agreement with respect to ownership of CBRA. That Agreement, in
general, also provides for a five year holding period, agreement among the
parties to change the name of CBRA to "Homburg/API Realty Advisors, Inc." and
other provisions common to such stockholder agreements, including but not
limited to agreement among the parties to vote their respective shares for a
board of directors of which both Leo Ullman and Richard Homburg would be
members.

The Subscription Agreement also calls for the guarantee by Uni-Invest
Holdings (U.S.A.) B.V. of the funding on or before May 15, 2000 of $7.5 million
in exchange for shares of the Company and/or Units in the Operating Partnership
at $4.50 per share/ Unit. The proceeds of such contribution, together with $7.5
million to be raised by the Company from other private placements of shares of
stock or Units, from refinancing of its existing properties and/or the sale of
its interests in one or more of the existing properties, would be used to
purchase three anchored strip shopping centers aggregating more than 700,000
square feet, substantially fully leased with many creditworthy tenants, in
Harrisburg (The Point Shopping Center), Lancaster (Golden Triangle Shopping
Center) and Philadelphia (Red Lion Shopping Center), Pennsylvania from CBC or
entities affiliated therewith. The aggregate purchase price for the three
properties at $15 million plus closing adjustments, where applicable,

5
<PAGE>

above existing first mortgage liabilities estimated at approximately $37
million at this time, is subject to third-party appraisals and "fairness"
opinions by a reputable independent investment banking firm. The purchase
agreements to reflect the foregoing were executed by the parties as of April
28, 2000.

It has also been agreed that CBC or its affiliates will contribute to the
Operating Partnership upon sale of the three Pennsylvania Shopping Center
Properties described above, $2.5 million in cash in exchange for certain Units
with certain priority payments at 8%.

The Company has agreed to pay a fee to an affiliate of Uni-Invest Holdings
(U.S.A.) B.V. in the amount of 5% of the $7.5 million for which Uni-Invest
Holdings (U.S.A.) B.V. guaranteed the placement, if, in fact, such placement is
funded. The fee would be payable in shares of Uni-Invest (U.S.A.), Ltd. or
Operating Partnership units of Uni-Invest (U.S.A.) Partnership, L.P. at $4.50
per share/unit. Further, in the event of funding by CBC or its affiliate(s) of
$2.5 million in cash in exchange for certain units, as described above, CBC or
its affiliate(s) will receive a fee equal to 5% of such funded placement also
payable in shares of Uni-Invest (U.S.A.), Ltd. or Operating Partnership units
in Uni-Invest (U.S.A.) Partnership, L.P. at $4.50 per share/unit.

Finally, the Company will receive an option to acquire a majority
ownership interest in a certain shopping center property of approximately
620,000 square feet and adjacent land in Pleasantville, New Jersey, subject to
certain contingencies.

The sale of the three shopping centers described above was originally
subject to a closing on or before May 15, 2000 and is subject to agreement on
closing adjustments, due diligence reviews, and consents, where applicable, of
lenders and partners. Due diligence reviews have been satisfactorily completed
and all lender approvals have been obtained. However, certain required
documentation, including mortgage assumption agreements, legal opinions,
fairness opinions and the like, has not been completed. Therefore, the shopping
center purchase agreements have been amended to extend the closing date to a
date on or before June 9, 2000.

There can be no assurances that the closing of these transactions will in
fact be concluded. In the event that the funding by Uni-Invest Holdings
(U.S.A.) B.V. does not occur, the Company has the right to unwind the entire
transaction with Uni-Invest Holdings (U.S.A.) B.V., subject to certain
conditions, including but not limited to, the Company's option to repurchase
Uni-Invest Holdings (U.S.A.) B.V.'s Common Stock and change the name of the
Company and the Operating Partnership to eliminate the Uni-Invest name, to
remove Richard Homburg and Louis Marcus as directors and Chairman of the Board
and Treasurer, respectively, and to remove Lawrence Freeman as Assistant
Secretary.

On April 3, 2000 the Company initiated the "buy-sell" provision in its
tenancy-in-common agreement with Life Investors Insurance Company of America
("Life Investors"), an affiliate of the Company's former management company and
advisor relative to Germantown Square, a 74,267 square foot retail property in
which the company had held a 50% undivided interest. Life Investors notified
the Company as of April 28, 2000 that Life Investors elected to buy the
Company's 50% undivided interest in Germantown Square for $3,000,000. The
closing of the sale occured May 11, 2000 and the Company has invested the net
proceeds in qualifying money market instruments pending the closing of the
purchase of the properties described above.

The Company has retained a national real estate brokerage company to offer
the Jacksonville, Florida (Southpoint) office facility for sale to a qualified
purchaser at a price exceeding book value. Further, the Company applied for and
received a commitment for a $10 million line of credit from a national
commercial bank secured by first mortgage liens on properties of the Operating
Partnership. The Company closed on the line of credit on May 10, 2000. The
first drawdown was used to payoff the then existing first mortgage on the
Company's Utah property. Such first drawdown was in the amount of $1,515,644.08
which included $1,358,789.39 payable to the Utah first mortgagee, legal fees
for the bank and the Company, title charges and the bank's quarterly
administrative fee. The sale of Southpoint will not be concluded prior to June
9, 2000. Therefore, the company will use proceeds of drawdowns under the
commercial bank line of credit, the proceeds of the sale of Germantown Square,
deposits of cash held by the Company and the Operating Partnership and $2.5
million to be contributed by CBC, as described above to meet the $7.5 million
(plus closing costs, if any) required of the Company pursuant to the
Subscription Agreement.

CBRA has agreed to defer until termination of its services as investment
advisor to the Company, any acquisition/disposition fees to which it would
otherwise be entitled with respect to the acquisition by the Company or the
Operating Partnership of interests in the properties from CBC or its affiliates
and the disposal of the Company's 50% undivided interest in Germantown Square
described above.

6
<PAGE>

Uni-Invest Holdings (U.S.A) B.V. is a private company organized and
existing under the laws of the Netherlands. Its stock is owned primarily by or
for the benefit of Richard Homburg and members of his family.

CBC is a New York general partnership. The Point Associates, L.P. a
Pennsylvania limited partnership, and Triangle Center Associates, L.P. a
Pennsylvania limited partnership, were the sole partners of CBC during 1998.
The general partner of The Point Associates, L.P. is Selbridge Corp., a
Delaware corporation. The general partner of Triangle Center Associates is
Buttzville Corp., a Delaware corporation. Leo S. Ullman is the sole limited
partner in each of The Point Associates, L.P. and Triangle Center Associates,
L.P. and is an executive officer and a director of each of Selbridge Corp. and
Buttzville Corp. During March and April 1999 The Point Associates, L.P. and
Triangle Center Associates, L.P., respectively, transferred their interests in
CBC to TPA Ownership L.L.C. ("TPA") resulting in TPA temporarily being sole
partner of CBC. Hicks Management Corp. ("Hicks"), Ledford Corp. ("Ledford"),
and Thomsville Corp. ("Thomsville") were equal members in TPA. Leo S. Ullman is
an executive officer and a director of each of the aforementioned members of
TPA. Effective December 31, 1999 TPA was dissolved and all of the member
interests were assigned to Hicks, Ledford, and Thomsville, as general
partnership interests, in equal one-third portions. Immediately following and
also effective December 31, 1999, each of the aforementioned general partners
transferred its one-third general partnership interests to Duncomb Corp.,
Lindsay Management Corp. and Hicks Corp. The transfer resulted in Duncomb Corp.
having a 55% interest; Lindsay Management Corp. a 40% interest; and Hicks
Corp., a 5% interest. Mr. Ullman is an executive officer and a director in
Duncomb Corp., Lindsay Management Corp. and Hicks Corp.

Administrative and Advisory Services

The Company does not have any employees and has contracted with Cedar Bay
Realty Advisors, Inc., a New York corporation ("CBRA") 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. CBRA is wholly-owned by Mr. Ullman. Mr. Ullman is
President and a director of, and Brenda J. Walker is Vice President of, CBRA.
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, CBRA 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.

CBRA 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,
CBRA 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

7
<PAGE>

liquidation of the Company, CBRA 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 $97,872 to CBRA in
administrative fees for 1999. No incentive, acquisition or disposition fees
were paid in 1999.

Management Services

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' prior 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. Brentway has
subcontracted with various local management companies for site management and
leasing services. Brentway was paid $50,683 in property management fees in
1999.

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 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
was 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 was for a period of one (1) year and was
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 from April 1998 until December 31,
1999, when he resigned, is a director of HVB. HVB was paid for financial
advisory services in 1999. HVB agreed to terminate the HVB Agreement effective
as of December 31, 1999.

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

The following line graph sets forth for the period January 1, 1995 through
December 31, 1999, 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.

8
<PAGE>

The stock price performance shown on the graph below is not necessarily
indicative of future price performance.

[GRAPHIC OMITTED]

<TABLE>
<CAPTION>
Base INDEXED RETURNS
Period Years Ending
Company/Index Dec94 Dec95 Dec96 Dec97 Dec98 Dec99
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
UNI-INVEST U.S.A., LTD 100 117.17 137.43 225.92 223.05 233.06
S&P 500 INDEX 100 137.58 169.17 225.60 290.08 351.12
NAREIT 100 118.31 160.61 190.90 154.97 144.93
</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 15, 2000. Each such owner has sole voting and investment powers with
respect to the shares of Common Stock owned by it.

<TABLE>
<CAPTION>
Number of Shares
Name and Address Beneficially Owned Percent of Class
- --------------------------------------------- -------------------- -----------------
<S> <C> <C>
Cedar Bay Company (1) ....................... 1,893,037 72%
c/o SKR Management Corp.
44 South Bayles Avenue
Port Washington, NY 11050

Uni-Invest Holdings (U.S.A) B.V.(2) ......... 150,000 16%
Stadhouderskade 1
1054 E S Amsterdam
The Netherlands
</TABLE>

9
<PAGE>

The following table sets forth the number of shares of Common Stock
beneficially owned as of May 15, 2000 by each Director and officer and by all
Directors and officers as a group (7 persons).

<TABLE>
<CAPTION>
Amount and Nature
Name of Beneficial Ownership Percent of Class
- --------------------------------------------------- ------------------------- -----------------
<S> <C> <C>
Leo S. Ullman (3) ................................. 1,893,037 72%
J.A.M.H. der Kinderen ............................. 200 *
Everett B. Miller III ............................. 200 *
Brenda J. Walker .................................. 200 *
Stuart H. Widowski ................................ 200 *
Louis Ph. Marcus ..................................
Richard Homburg (4) ............................... 150,000 16%
Directors and Officers as a group (7 persons) ..... 2,043,837 77.3%
</TABLE>

All of the shares of Common Stock and all of the Units held by CBC were pledged
to its share loan lender as of the closing date of the April 1998 tender offer,
at which time CBC became the largest shareholder in the Company. CBC paid-off
the share loan in full as of December 23, 1999, thus eliminating any
restrictions on CBC's interests.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The Company believes that during 1999 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. 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.

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,
2000. 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 1999.

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 2001
Annual Meeting of Stockholders must be received by the Company on or prior to
January 20, 2001 to be eligible for inclusion in the Company's Proxy Statement
and form of Proxy to be used in connection with such meeting.

- ------------
* Such holdings represent less than one percent of the outstanding shares.

(1) Represents 189,737 shares of Common Stock and 1,703,300 Units convertible
into shares of Common Stock.
(2) Such Shares of Common Stock are deemed equally owned by Richard Homburg and
three family members.
(3) 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.
(4) Mr. Homburg may be deemed to be the beneficial owner of 150,000 shares
owned by Uni-Invest Holdings (U.S.A.) B.V. Mr. Homburg disclaims
beneficial ownership of more than 37,500 shares.

10
<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
President

Dated: May 19, 2000

<PAGE>

UNI-INVEST (U.S.A.), LTD.
2000 Annual Meeting of Stockholders - June 26, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

P The undersigned stockholder of Uni-Invest (U.S.A.), Ltd., a Maryland
corporation, hereby appoints Leo S. Ullman and Brenda J. Walker and each
R of them the proxies of the undersigned with full power of substitution
to vote at the Annual Meeting of Stockholders of the Company to be held
O at 4:00 p.m. on June 26, 2000, and at any adjournment or adjournments
thereof (the "Meeting"), with all the power which the undersigned would
X have if personally present, hereby revoking any proxy heretofore
given. The undersigned hereby acknowledges receipt of the proxy statement
Y 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, 2000, AND IN THE DISCRETION OF THE
PROXY HOLDERS AS TO ANY OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE
MEETING.

<PAGE>

1. To elect 4 nominees for Directors:
Nominees: Richard Homburg, Louis Ph. Marcus, J.A.M.H. der Kinderen, Everett
B. Miller III

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, 2000.

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
---------------- --------- ------------------ -----