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 under
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
COPLEY PROPERTIES, INC.
......................................................................
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14-a-6(j)(2) or
Item 22(a)(2) of Schedule 14A..
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
...........................................................
2) Aggregate number of securities to which transaction applies:
...........................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
...........................................................
4) Proposed maximum aggregate value of transaction:
...........................................................
5) Total fee paid:
...........................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
..................................................
2) Form, Schedule or Registration Statement No.:
..................................................
3) Filing Party:
..................................................
4) Date Filed:
..................................................
COPLEY PROPERTIES, INC.
399 BOYLSTON STREET
BOSTON, MA 02116
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 13, 1995
To the Stockholders of Copley Properties, Inc.:
The Annual Meeting of Stockholders of Copley Properties, Inc. (the
"Company"), a Delaware corporation, will be held at the Ritz-Carlton Hotel, 15
Arlington Street, Boston, Massachusetts, on Tuesday, June 13, 1995, at 10:00
a.m. (Boston time) to consider and act upon the following matters:
1) To elect seven directors to serve until the next Annual Meeting of
Stockholders of the Company and until their successors are duly elected and
qualified.
2) To transact such other business as may properly come before the meeting
or any adjournment or adjournments of the meeting.
Holders of record of the Company's Common Stock, $1.00 par value per share,
and Class A Common Stock, $1.00 par value per share, at the close of business on
April 18, 1995 will be entitled to notice of and to vote at the meeting. The
stock transfer books of the Company will remain open.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
Peter P. Twining, Secretary
April 28, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED
IF MAILED IN THE UNITED STATES.
COPLEY PROPERTIES INC.
399 BOYLSTON STREET
BOSTON, MA 02116
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
JUNE 13, 1995
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Copley Properties, Inc. (the "Company"), a
Delaware corporation, for use at the Annual Meeting of Stockholders to be held
on June 13, 1995 and at any adjournment of that meeting. All proxies will be
voted in accordance with the instructions contained therein, and if no choice is
specified, the proxies will be voted in favor of the proposals set forth in the
Notice of Meeting. Any proxy may be revoked by a stockholder at any time before
it is exercised by giving written notice to that effect to the Secretary of the
Company.
The Board of Directors has fixed April 18, 1995 as the record date for
determining stockholders who are entitled to notice of and to vote at the
meeting (the "Record Date"). At the close of business on the Record Date, there
were outstanding and entitled to vote 3,584,350 shares of Common Stock, $1.00
par value per share, of the Company (in addition, 423,150 shares of Common Stock
were held by the Company in treasury and are not entitled to vote) and one share
of the Class A Common Stock of the Company, $1.00 par value per share.
With respect to each matter to come properly before the meeting, each
holder of Common Stock and Class A Common Stock will be entitled to one vote per
share. A majority of the outstanding shares will constitute a quorum at the
Meeting. With regard to the election of directors, votes may be cast in favor or
withheld. Abstentions may not be specified with respect to the election of
directors. Votes withheld and shares held in "street name" by brokers or
nominees who indicate on their proxies that they do not have discretionary
authority to vote such shares as to a particular matter ("broker non-votes") are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business.
The affirmative vote of the holders of a plurality of the shares of Common
Stock and Class A Common Stock voting on the matter is required for the election
of directors. Shares which abstain from voting as to a particular matter or
broker non-votes as to a particular matter will not be voted in favor of such
matter and also will not be counted as voting on such matter. Accordingly,
abstentions and broker non-votes will have no effect on the vote for the
election of directors.
The Company's executive offices are located at 399 Boylston Street, Boston,
Massachusetts. This Proxy Statement, together with the Company's Annual Report
for the fiscal year ended December 31, 1994, is being mailed to the Company's
stockholders on or about April 28, 1995.
THE COMPANY WILL PROVIDE ANY STOCKHOLDER, WITHOUT CHARGE, WITH A COPY OF
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1994
(NOT INCLUDING EXHIBITS) UPON WRITTEN REQUEST TO PETER P. TWINING, SECRETARY, AT
THE COMPANY'S EXECUTIVE OFFICES.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the best of the Company's knowledge, the
beneficial owners of more than 5% of the Company's Common Stock and the stock
ownership of all directors and officers of the Company as a group, both as of
December 31, 1994:
Percentage of
Shares of Common Stock
Name and Address of Common Stock Outstanding as of
Beneficial Owner Beneficially Owned December 31, 1994
- ------------------ ------------------ -----------------
Allied Signal, Inc. (1) 312,700 8.72%
Columbia Road and Park Avenue
Morris Township, New Jersey 07962
Cohen & Steers 264,700 7.38%
Capital Management, Inc.(2)
757 Third Avenue-16th Floor
New York, New York 10017
All directors and officers as a group 49,565(3) 1.38%(3)
1) According to the Schedule 13D filed by Allied Signal, Inc. ("Allied
Signal") with the Company on October 17, 1990 and a letter filed by Allied
Signal with the Company on February 7, 1995, Allied Signal has sole
dispositive power over, and sole voting power as to, 312,700 shares of the
Company's Common Stock. According to such filings, the Allied Signal Master
Pension Trust has beneficial ownership of all such shares.
2) According to the Schedule 13G filed by Cohen & Steers Capital Management,
Inc. ("Cohen & Steers") with the Company on January 18, 1995, Cohen & Steers
has sole dispositive power over 264,700 shares of the Company's Common Stock
and sole voting power as to 239,400 shares of the Company's Common Stock.
3) Includes 7,500 shares of Common Stock and one share of Class A Common Stock
owned by Copley Real Estate Advisors, Inc., the Company's asset management
advisor, with which some of the Company's directors and all of its officers
are affiliated. Also includes 2,400 shares of Common Stock owned by a
charitable trust of which a director of the Company is a trustee, as to which
he disclaims beneficial ownership, and 150 shares of Common Stock held by the
wife of an officer as custodian for the officer's son, as to which he
disclaims beneficial ownership.
See "Election of Directors" for information regarding the ownership of shares
of Common Stock by each director of the Company.
ELECTION OF DIRECTORS
The persons named in the enclosed Proxy (Joseph W. O'Connor and Steven E.
Wheeler) will vote to elect the seven nominees named below, all of whom are now
directors of the Company, unless authority to vote for the election of any or
all of the nominees is withheld by marking the Proxy to that effect.
Each director will be elected to hold office until the next Annual Meeting
of Stockholders and until his successor is elected and qualified. If for any
reason any nominee should become unavailable for election prior to the meeting,
the person acting under the Proxy may vote the Proxy for the election of a
substitute. It is not currently expected that any of the nominees will be
unavailable.
The following table sets forth certain information as of December 31, 1994,
with respect to each nominee for director, including offices of the Company held
by him, his principal occupation, the names of the other publicly-held companies
for which he serves as a director, his age, the number of shares of Common Stock
of the Company which he reported were beneficially owned by him and the
percentage of all outstanding shares of Common Stock owned by him. Each nominee,
other than Mr. Griefen and Mr. Wheeler, has been a director since 1985. Mr.
Griefen has been a director since January 1, 1991, and Mr. Wheeler has been a
director since July 14, 1993.
<TABLE>
<CAPTION>
Positions with the Company, Principal Percentage of
Occupation(s) During Last Five Years Shares of Common Stock
Name and Directorships Age Common Stock Outstanding
- ---------- ----------------------------------- ---- ------------- -----------
<S> <C> <C> <C>
Stephen H. Anthony
President of the Company from 1987 to 1993; 57 13,657 (1) *
Managing Director of Copley Real Estate
Advisors, Inc. from 1987 to 1994.
M. Colyer Crum
James R. Williston Professor ofInvestment 62 601.96 *
Management at Harvard Graduate School of
Business Administration since 1971; Director,
Cambridge Bancorp, Sun Life Assurance Company
of Canada and serves on numerous investment
companies sponsored by Merrill Lynch.
R. John Griefen
Formerly a principal in the firm of Reynolds, Vickery, 80 1,000 *
Messina & Griefen; from 1976 to 1985, Partner in
Hines Industrial, an affiliate of Gerald D. Hines of
Houston, Texas.
William F. McCall, Jr.
Chairman, McCall & Almy, Inc.; formerly, 60 1,000 *
Chairman of the Board and Chief Executive Officer
of The Leggat McCall Companies from its founding in
1965 through 1989; Director of Citizens Bank of
Massachusetts and Beacon Properties Corporation.
Joseph W. O'Connor
Chairman of the Board of Directors of the 48 21,144.57 (2) *
Company since 1985; President of the Company
from 1985 to 1987; President and Chief Executive
Officer of Copley Real Estate Advisors, Inc. since 1982.
Joseph F. Turley
Former President and Chief Operating Officer of 69 2,000 *
The Gillette Company; Director, EG&G, Inc.,
The Gillette Company and numerous investment
companies sponsored by New England Life.
Steven E. Wheeler
President and Chief Executive Officer of the 47 -- (2) *
Company since July 1993; Managing Director of
Copley Real Estate Advisors, Inc. since July 1993;
Director, Anika Research, Inc.
<FN>
* Less than 1%
(1) Does not include 2,400 shares beneficially owned by a charitable trust of
which Mr. Anthony is a trustee, as to which he disclaims beneficial ownership.
(2) Does not include 7,500 shares of Common Stock and one share of Class A
Common Stock beneficially owned by Copley Real Estate Advisors, Inc., of which
Mr. O'Connor and Mr. Wheeler are officers and directors.
</FN>
</TABLE>
Messrs. Crum, Griefen, McCall and Turley serve as the Company's Independent
Directors (as defined in Section 2.3 of the Company's By-Laws).
The Company has no Compensation or Nominating Committees. The Board of
Directors has an Audit Committee composed of the Independent Directors. In 1994,
the Board of Directors held five meetings and the Audit Committee held two
meetings. During the fiscal year ended December 31, 1994, each nominee who was a
director attended at least 80% of the aggregate number of directors' meetings
and meetings of committees on which he served.
The principal functions of the Audit Committee are to review and approve
any major changes in accounting policy; review the arrangements for, and the
scope and results of, the audits by the Company's independent public
accountants; and independently review the audits after their completion.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The officers of the Company are all employed by Copley Real Estate
Advisors, Inc. and receive no compensation for their services as officers of the
Company. Each Independent Director receives a fee of $12,500 per annum for
services as a director plus $500 for each meeting of the Board of Directors or a
committee of the Board attended in person, and $150 for each meeting of the
Board of Directors or a committee of the Board attended by telephone. Messrs.
Anthony, O'Connor and Wheeler receive no compensation for their services as
directors of the Company. The Company reimburses the directors and officers for
their expenses incurred in connection with their duties as directors or officers
of the Company.
TRANSACTIONS WITH THE ADVISOR
Mr. Anthony until his retirement in June 1994, Messrs. O'Connor and
Wheeler, and all of the officers of the Company are employees of Copley Real
Estate Advisors, Inc. (the "Advisor"), which, pursuant to an Advisory Contract,
provides the Company with advice with respect to the acquisition, holding and
disposition of investments, acts as the Company's agent in making and disposing
of investments and conducts the Company's day-to-day investment operations. The
Advisory Contract entitles the Advisor to receive (i) a Base Advisory Fee equal
to 7.5% of the Company's Net Cash Flow (as defined) from sources other than
Short-Term Assets and (ii) an Incentive Advisory Fee equal to 5% of the
Company's Net Cash Flow, which is paid currently only to the extent that the
Company's Net Cash Flow exceeds the amount required to provide the Company's
stockholders with annual dividends of $2.00 per share. Any such fee which is not
paid currently will be accrued and will be payable in later quarters out of
(a) one-half of Net Cash Flow in excess of the amount required to provide the
Company's stockholders with annual dividends of $2.00 per share or (b) out of
Net Gain (as defined) from the sale of Real Estate Assets (as defined). In
addition, one-half of such accrued fees may be paid out of 10% of the net
proceeds to the Company of any refinancing. The Advisor is also entitled to a
Short-Term Investment Fee of .25% per year of the Company's average Short-Term
Assets (as defined). The Advisory Agreement also provides that the Company will
reimburse the Advisor for certain out-of-pocket expenses. If the Advisory
Agreement is terminated for any reason, the Advisor will be entitled to receive
any accrued but unpaid fees. During the fiscal year ended December 31, 1994,
the Advisor earned fees for these services in the amount of $714,761; $430,409
was paid currently and $284,352 was deferred and becomes payable as described
above. In addition, the Advisor was reimbursed $18,720 for out-of-pocket
expenses.
PERFORMANCE GRAPH
A line graph comparing the yearly percentage change in the Company's
cumulative total stockholder return with two indices, the NAREIT Equity Index
and the AMEX Index, is presented below.
CPI'S AMEX NAREIT
Value of Value of Value of
100 100 100
-------- ------- -------
Dec-89 100.00 100.00 100.00
Jan-90 103.33 92.61 95.85
Feb-90 110.36 93.36 95.18
Mar-90 104.79 95.70 96.13
Apr-90 103.67 90.77 94.46
May-90 107.38 96.05 94.38
Jun-90 110.73 95.56 96.02
Jul-90 114.09 93.54 95.14
Aug-90 105.50 85.55 88.29
Sep-90 102.13 81.41 82.05
Oct-90 93.15 76.13 79.28
Nov-90 91.27 79.84 84.91
Dec-90 83.38 81.51 84.65
Jan-91 85.63 84.01 93.91
Feb-91 100.58 91.57 95.61
Mar-91 108.49 95.03 103.80
Apr-91 106.23 95.44 106.53
May-91 107.66 98.41 107.71
Jun-91 98.60 94.74 104.71
Jul-91 85.00 97.43 106.82
Aug-91 88.70 98.45 106.39
Sep-91 93.25 99.10 108.99
Oct-91 84.15 102.46 107.79
Nov-91 79.34 98.06 107.19
Dec-91 81.04 104.51 114.86
Jan-92 82.19 108.83 120.46
Feb-92 81.24 110.08 117.58
Mar-92 84.68 104.51 115.63
Apr-92 83.53 103.34 115.21
May-92 86.02 104.42 120.25
Jun-92 74.55 100.34 118.68
Jul-92 73.40 102.87 123.83
Aug-92 80.49 100.74 124.21
Sep-92 82.79 99.66 126.77
Oct-92 86.24 100.98 126.61
Nov-92 80.69 104.53 129.29
Dec-92 86.45 105.62 131.62
Jan-93 99.13 108.75 140.07
Feb-93 113.16 107.63 147.60
Mar-93 107.39 112.02 160.11
Apr-93 108.54 111.37 153.06
May-93 104.12 115.93 150.63
Jun-93 100.65 114.88 155.51
Jul-93 101.81 115.61 158.23
Aug-93 100.85 121.32 162.14
Sep-93 103.17 121.80 170.05
Oct-93 99.69 127.37 166.81
Nov-93 90.62 121.70 157.76
Dec-93 88.30 126.23 157.49
Jan-94 92.94 128.47 162.08
Feb-94 100.13 124.68 169.12
Mar-94 95.48 117.22 162.90
Apr-94 96.64 116.38 165.62
May-94 91.98 116.51 169.31
Jun-94 95.48 112.17 165.85
Jul-94 95.70 115.77 165.04
Aug-94 93.36 120.19 165.53
Sep-94 98.03 121.38 162.46
Oct-94 93.61 121.30 156.83
Nov-94 91.27 114.76 151.43
Dec-94 91.52 114.76 162.49
SELECTION OF AUDITORS
The Board of Directors has selected the firm of Arthur Andersen & Co.,
certified public accountants, as auditors of the Company for the Company's 1995
fiscal year. Representatives of Arthur Andersen & Co. are expected to be present
at the Annual Meeting of Stockholders. They will have the opportunity to make a
statement if they desire to do so and are expected to be available to respond to
appropriate questions.
OTHER MATTERS
The Board of Directors knows of no business which will be presented for
consideration at the meeting other than as stated in the Notice of Meeting. If
any other business properly comes before the meeting, it is the intention of the
persons named in the enclosed Proxy to vote or otherwise act in accordance with
their judgment on such matters.
The Company will bear the entire cost of preparing, assembling, printing
and mailing the Proxy Statement, the Proxy and any additional material which may
be furnished to stockholders and of soliciting proxies. Brokers, custodians and
fiduciaries in whose names stock is held will be requested to forward proxy
soliciting material to the owners of stock held in their names or to provide the
Company with the names, addresses and security positions of such stockholders
who have not objected to disclosure of such information. The Company will
reimburse any such brokers, custodians and fiduciaries for their out-of-pocket
expenses incurred in connection therewith. In addition to solicitations by mail,
the Company's directors and officers, as well as employees of the Advisor,
without remuneration therefore, may solicit proxies by telephone, telecopier and
personal interviews.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals of stockholders to be presented at the 1996 Annual Meeting of
Stockholders must be received by the Company at its principal office in Boston,
Massachusetts not later than December 19, 1995 for inclusion in the proxy
statement for that meeting.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. YOU MAY REVOKE YOUR PROXY AT
ANY TIME PRIOR TO ITS EXERCISE EITHER BY WRITTEN NOTICE TO THAT EFFECT TO THE
SECRETARY OF THE COMPANY OR BY GIVING ANOTHER PROXY BEARING A LATER DATE. IF YOU
ARE PRESENT AT THE MEETING, YOU MAY WITHDRAW YOUR PROXY IN WRITING PRIOR TO ITS
EXERCISE AND VOTE YOUR SHARES PERSONALLY.
By Order of the Board of Directors,
Peter P. Twining, Secretary
April 28, 1995
- --------------------------------------------------------------------------------
APPENDIX - PROXY CARD
[ X ] PLEASE MARK VOTES Withhold For All
AS IN THIS EXAMPLE For All For All Except
[ ] [ ] [ ]
1.) Mark your vote in the boxes to the right. TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND
COPLEY PROPERTIES, INC. STRIKE A LINE THROUGH THAT PARTICULAR
NOMINEE'S NAME IN THE LIST SET FORTH BELOW.
THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED FOR THE ELECTION TO THE OFFICE OF
DIRECTOR OF THE SEVEN NOMINEES LISTED BELOW
IF NO BOX IS MARKED.
RECORD DATE SHARES: Stephen H. Anthony, M. Colyer Crum,
R. John Griefen, William F. McCall, Jr.,
Joseph W. O'Connor, Joseph F. Turley and
Steven E. Wheeler
Attendance of the undersigned at the meeting
or any adjournment thereof will not be deemed
to revoke this proxy unless the undersigned
shall revoke this proxy in writing before it
is exercised.
Please be sure to sign and date this Proxy. Mark box at right if [ ]
comments or address
change has been noted
on the reverse side of
this card.
Shareholder sign here Co-owner sign here Date
- -------------------------------------------------------------------------------
COPLEY PROPERTIES, INC.
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Stockholders of Copley
Properties, Inc. scheduled to be held at 10:00 a.m. (Boston time) on Tuesday,
June 13, 1995 at the Ritz-Carlton Hotel, 15 Arlington Street, Boston,
Massachusetts.
Your vote is important. To ensure that your shares are represented and voted at
the meeting, you are requested to sign, date, and promptly mail your enclosed
proxy. If you have any questions or need assistance in voting your shares,
please do not hesitate to call me at (617) 578-1551.
On behalf of the Board of Directors, thank you for your continued support. We
look forward to seeing you at the meeting.
Sincerely,
Steven E. Wheeler
President and Chief Executive Officer
COPLEY PROPERTIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF COPLEY PROPERTIES, INC.
The undersigned, having received notice of the Annual Meeting and the related
Proxy Statement provided on behalf of the Board of Directors, and revoking all
prior proxies, hereby appoints STEVEN E. WHEELER and JOSEPH W. O'CONNOR, and
each of them attorneys or attorney for the undersigned with full power of
substitution in them and each of them for and in the name of the undersigned to
attend the Annual Meeting of Stockholders of Copley Properties, Inc. (the
"Company") to be held at the Ritz-Carlton Hotel, 15 Arlington Street, Boston,
Massachusetts on June 13, 1995 at 10:00 a.m. (Boston time) and any adjourned
sessions, and there to vote and act upon the matters set forth below, in respect
of all shares of stock of the Company which the undersigned is entitled to vote
and act upon, with all powers the undersigned would possess if personally
present.
In their discretion, the persons appointed as attorneys are authorized to vote
upon such matters as may properly come before the meeting or any adjourned
sessions.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this Proxy exactly as your name appears on the books of the Company.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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