<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
EXCEL REALTY TRUST, INC.
- --------------------------------------------------------------------------------
(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 paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
March 28, 1997
Dear Shareholder:
It is my pleasure to invite you to the Annual Meeting of Stockholders
of Excel Realty Trust, Inc. This year the meeting will be held on Friday, May 2
at 10:00 a.m. (PDT) at the Rancho Bernardo Inn, 17550 Bernardo Oaks Drive, San
Diego, California. Your Board of Directors and management look forward to
meeting with you at this time.
We consider the Annual Meeting an excellent opportunity to review the
events of the past year and to discuss the Company's objectives with you in
person.
Thank you for your interest and participation. I look forward to seeing
you there.
Sincerely,
Gary B. Sabin
Chairman and Chief Executive Officer
<PAGE> 3
EXCEL REALTY TRUST, INC.
16955 Via Del Campo, Suite 100
San Diego, California 92127
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT
TO THE STOCKHOLDERS OF EXCEL REALTY TRUST, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of EXCEL
REALTY TRUST, INC. (the "Company"), will be held at the Rancho Bernardo Inn,
17550 Bernardo Oaks Drive, San Diego, California, on May 2, 1997, at 10:00 a.m.
(PDT), for the following purposes:
1. TO ELECT, PURSUANT TO THE COMPANY CHARTER, TWO DIRECTORS FOR A
THREE-YEAR TERM AND UNTIL THEIR SUCCESSORS HAVE BEEN DULY
ELECTED AND QUALIFIED. THE PRESENT BOARD OF DIRECTORS OF THE
COMPANY HAS NOMINATED AND RECOMMENDS FOR SUCH ELECTION AS
DIRECTORS THE FOLLOWING TWO PERSONS:
D. CHARLES MARSTON
BRUCE A. STALLER
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF.
The Board of Directors has fixed the close of business on March 28,
1997 as the record date with respect to this solicitation.
Accompanying this Notice is a Proxy. WHETHER OR NOT YOU EXPECT TO BE AT
THE MEETING, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY. If you plan to attend the meeting and wish to vote your shares
personally, you may do so at any time before the Proxy is voted.
All stockholders are cordially invited to attend the meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
Richard B. Muir
Executive Vice President and Secretary
San Diego, California
March 28, 1997
<PAGE> 4
EXCEL REALTY TRUST, INC.
16955 Via Del Campo, Suite 110
San Diego, California 92127
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
May 2, 1997
The accompanying Proxy is solicited by the Board of Directors of Excel
Realty Trust, Inc., a Maryland corporation (the "Company"), in connection with
the Annual Meeting of Stockholders to be held at 10:00 a.m. (PDT) on May 2,
1997, at the Rancho Bernardo Inn, 17550 Bernardo Oaks Drive, San Diego,
California, and at any and all adjournments thereof. By signing and returning
the enclosed Proxy, you authorize the representatives of the Company named on it
to represent you and vote your shares.
If you attend the meeting, you may vote by ballot. But, if you are not
present, your shares can be voted only when represented by proxy. You may
indicate a vote for or against each proposal on the Proxy and your shares will
be voted accordingly. A stockholder may revoke his or her Proxy at will at any
time prior to the voting of his or her shares by voting in person at the Annual
Meeting, by filing with the Secretary of the Company a duly executed Proxy
bearing a later date as his or her instrument revoking this Proxy, or by
delivering to the Secretary a written notice prior to the Annual Meeting stating
that he or she revokes his or her Proxy. Unless the accompanying Proxy has been
previously revoked, the shares represented by the Proxy will, unless otherwise
directed, be voted at the Annual Meeting for the nominees named below for
election as Directors, and for all other matters described in this Proxy
Statement. Votes cast by Proxy or in person at the Annual Meeting will be
counted by the person appointed by the Company to act as Inspector of Election
for the Annual Meeting. The Inspector of Election will treat shares represented
by Proxies that reflect abstentions or include "broker non-votes" as shares that
are present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions or "broker non-votes" do not constitute a vote "for" or
"against" any matter and thus will be disregarded in the calculation of "votes
cast." Any unmarked Proxies, including those submitted by brokers or nominees,
will be voted in favor of the proposals and nominees of the Board of Directors,
as indicated in the accompanying Proxy card.
The costs of solicitation of Proxies will be paid by the Company. In
addition to soliciting Proxies by mail, the Company's officers, directors and
other regular employees, without additional compensation, may solicit Proxies
personally or by other appropriate means. It is anticipated that banks, brokers,
fiduciaries, other custodians and nominees will forward proxy soliciting
materials to their principals, and that the Company will reimburse such persons'
out-of-pocket expenses.
It is anticipated that this Proxy Statement will first be mailed to
stockholders on or about April 1, 1997. The Company's 1996 Annual Report to its
stockholders is also enclosed and should be read in conjunction with the matters
set forth herein.
Only stockholders of record of the Company's Common Stock as of the
close of business on March 28, 1997 will be entitled to vote at the Annual
Meeting. At the close of business on March 28, 1997, there were outstanding
18,304,041 shares of the Company's Common Stock, which constitute all of the
outstanding voting securities of the Company, each of which is entitled to one
vote on each of the matters to be presented to the stockholders at the meeting.
A majority of the outstanding shares of the Company, represented in person or by
proxy at the meeting, will constitute a quorum.
<PAGE> 5
PROPOSAL 1:
ELECTION OF DIRECTORS
The Board of Directors currently consists of the following seven
Directors: Gary B. Sabin, Richard B. Muir, Boyd A. Lindquist, D. Charles
Marston, Robert E. Parsons, Jr., Bruce A. Staller and John H. Wilmot. Pursuant
to the Company charter, the Directors are divided into three classes. The
Directorship terms of current Directors D. Charles Marston and Bruce A. Staller
expire at the Annual Meeting on May 2, 1997, while the terms of the remaining
Directors expire in 1998 and 1999. Messrs. Marston and Staller have been
nominated and recommended for election to serve as Directors for a term of three
years and until their respective successors shall have been duly elected and
qualified. Messrs. Marston and Staller have advised the Board of Directors that
they are able and willing to serve as Directors. If, for any reason, either of
them shall become unavailable for election, the individuals named in the
enclosed Proxy may exercise their discretion to vote for any substitute nominee
or nominees proposed by the Board of Directors.
The two individuals with the highest number of affirmative votes will
be elected to the two Directorships.
INFORMATION REGARDING DIRECTORS
The information set forth below is submitted with respect to
Management's nominees to the Board of Directors, as well as those Directors
whose terms of office are continuing after the meeting.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
FOR A THREE-YEAR TERM EXPIRING AT THE
2000 ANNUAL MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
Name Age Present Position With The Company Director Since
---- --- --------------------------------- --------------
<S> <C> <C> <C>
D. Charles Marston 82 Director 1992
Bruce A. Staller 60 Director 1986
</TABLE>
D. Charles Marston has served as a Director of the Company since
February 1992. Mr. Marston is the owner and designated supervising broker for
Acacia Realty, a real estate brokerage firm specializing in commercial real
estate in northern San Diego County, California. Since prior to 1987, Mr.
Marston served as a mediator with the Mediation Tribunal Associations for the
U.S. District Court, Detroit, Michigan, and the Wayne County Circuit Court in
Michigan. Mr. Marston was a senior partner and litigation counsel for the firm
of Marston, Sachs, Nunn, Kates, Kadushin and O'Hare until his retirement in
1980.
Bruce A. Staller has served as a Director of the Company since its
inception. Prior to establishing Bruce Atwater Staller, Registered Investment
Advisor in 1995, Mr. Staller served as President and Director of First Wilshire
Securities Management, Inc., a privately-held securities brokerage firm, from
1988 to 1995. Mr. Staller is also a founder and Director of The Monrovia Schools
Foundation, Inc., a privately-held, non-profit organization which provides
financial support to the Monrovia Unified School District.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRING AT THE
1998 ANNUAL MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
Name Age Present Position With The Company Director Since
---- --- --------------------------------- --------------
<S> <C> <C> <C>
Richard B. Muir 41 Director, Executive Vice President and Secretary 1989
John H. Wilmot 54 Director 1989
</TABLE>
Richard B. Muir has served as Director, Executive Vice President and
Secretary of the Company since January 1989. Mr. Muir has served as an officer
and director for various affiliates of the Company since 1978, primarily in
administrative and executive capacities, including asset acquisition, financing
and management.
2
<PAGE> 6
John H. Wilmot has served as a Director of the Company since 1989. Mr.
Wilmot, individually and through his wholly-owned corporations, develops and
manages real property, primarily in the Phoenix/Scottsdale area, and has been
active in such business since prior to 1989.
TERM EXPIRING AT THE
1999 ANNUAL MEETING OF STOCKHOLDERS
<TABLE>
<CAPTION>
Name Age Present Position With The Company Director Since
---- --- --------------------------------- --------------
<S> <C> <C> <C>
Gary B. Sabin 42 Chairman of the Board, President and Chief 1989
Executive Officer
Boyd A. Lindquist 59 Director 1992
Robert E. Parsons, Jr. 41 Director 1989
</TABLE>
Gary B. Sabin has served as Chairman of the Board of Directors,
President and Chief Executive Officer of the Company since January 1989. Mr.
Sabin has served as Chief Executive Officer of various companies since his
founding of the predecessor company and its affiliates starting in 1977. He has
been active in diverse aspects of the financial services industry, including the
evaluation and negotiation of real estate acquisitions, management, financing
and disposition.
Boyd A. Lindquist has served as a Director of the Company since
February 1992. Mr. Lindquist is presently President, Chief Executive Officer and
a Director of Republic Bank. Prior to joining Republic Bank in July 1991, Mr.
Lindquist served since prior to 1987 as President and Chief Executive Officer of
the Bank of San Diego, where he was responsible for the management of the
six-branch bank. Mr. Lindquist has over 30 years of experience in managing
financial institutions.
Robert E. Parsons, Jr. has served as a Director of the Company since
January 1989. Mr. Parsons is presently Executive Vice President and Chief
Financial Officer of Host Marriott Corporation, a company he joined in 1981. He
also serves as a Director and an officer of several Host Marriott subsidiaries,
and as a Director of Merrill Financial Corporation, a privately-held real estate
company.
CERTAIN COMMITTEES OF THE BOARD; MEETINGS
The Board of Directors held six meetings (including telephonic
meetings) during the year ended December 31, 1996. For that year, no nominee for
Director who served as a Director during the past year attended fewer than 75%
of the aggregate of the total number of meetings of the Board of Directors and
of any meetings of committees upon which he served. The Board of Directors has
established the following standing committees: Audit Committee, Executive
Committee and Executive Compensation and Stock Option Committee. There is no
standing Nominating Committee. The Board of Directors has delegated certain
functions to the following standing committees of the Board:
Audit Committee. The Audit Committee consists of three Directors who
are not employees of the Company ("non-employee Directors"). Messrs. Lindquist,
Parsons and Marston are the current members of the Committee. The Audit
Committee was established to make recommendations concerning the engagement of
independent public accountants, review with independent public accountants the
plans and results of the audit engagement, approve professional services
provided by the independent accountants, review the independence of the
independent accountants, consider the range of audit and non-audit fees, and to
review the adequacy of the Company's internal accounting controls. The Audit
Committee met three times during 1996.
Executive Committee. The Executive Committee consists of three
Directors, one of whom must be a non-employee Director. Messrs. Gary Sabin, Muir
and Wilmot currently serve on the Executive Committee. Subject to the Company's
conflict of interest policies, the Executive Committee has been granted the
authority to acquire and dispose of real property and to borrow or loan funds on
behalf of the Company; provided, however, that any such transaction involving
amounts equal to 10% or more of the Company's gross assets require the approval
of at least a majority of the Directors, subject to certain further restrictions
set forth in the Company's Bylaws. The Executive Committee also has the power to
authorize the execution of certain contracts and agreements, including those
related
3
<PAGE> 7
to the borrowing of money by the Company. The Executive Committee met six times
during 1996, and held numerous meetings telephonically.
Executive Compensation and Stock Option Committee. The Executive
Compensation and Stock Option Committee (the "Compensation Committee") consists
of three Directors, all of whom must be non-employee Directors. Messrs.
Lindquist, Parsons and Staller currently serve on the Compensation Committee.
The Compensation Committee determines compensation for the Company's executive
officers and administers the granting of stock options. The Compensation
Committee met two times during 1996.
DIRECTORS' COMPENSATION
Directors who are not otherwise paid employees or consultants of the
Company received an increase in annual compensation in October 1995 from $12,000
to $14,000 per annum plus a fee of $1,000 for attendance, in person, at each
meeting of the Board of Directors, and, as of October 1995, the Directors
receive $500 per committee meeting for the Audit and Compensation Committees and
$750 per committee meeting for the Executive Committee, but not for telephonic
meetings. Each such non-employee Director also is reimbursed for expenses
incurred in attending meetings (including committee meetings). Officers of the
Company who are Directors are not paid Director fees or committee meeting fees.
Pursuant to the terms of the Company's Directors' 1994 Stock Option
Plan, every duly elected and qualified Director is entitled to, on an annual
basis, options to purchase shares of the Company's Common Stock in accordance
with the following formula: 3,000 shares, plus (250 shares multiplied by the
number of years of continuous service beginning in 1997, including any portion
of any fiscal year of service as a full year).
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors unanimously recommends a vote FOR the nominees
set forth above. Proxies solicited by the Company will be so voted unless
stockholders specify otherwise on the accompanying Proxy.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 28, 1997, the Company had 1,520 stockholders of record. The
following table sets forth information regarding beneficial ownership of the
shares of Common Stock as of such date by (i) each of the Company's officers and
directors, (ii) the Company's officers and directors as a group and (iii) all
other stockholders who beneficially own more than five percent of the Company's
Common Stock. For purposes of this Proxy Statement, beneficial ownership of
securities is defined in accordance with the rules of the Securities and
Exchange Commission (the "SEC") and means generally the power to vote or
exercise investment discretion with respect to securities, regardless of any
economic interests therein. Except as otherwise indicated, the Company believes
that the beneficial owners of the securities listed below have sole investment
and voting power with respect to such shares, subject to community property laws
where applicable. Unless otherwise indicated, the business address for each of
the individuals listed below is c/o Excel Realty Trust, Inc., 16955 Via Del
Campo, Suite 100, San Diego, California 92127.
4
<PAGE> 8
<TABLE>
<CAPTION>
Number of Shares Percent
Name Beneficially Owned1/ Beneficially Owned2/
---- -------------------- --------------------
<S> <C> <C>
OFFICERS AND DIRECTORS
Gary B. Sabin3/ ...................................... 1,052,264 5.50%
Chief Executive Officer, President, Chairman
of the Board
Richard B. Muir ...................................... 256,706 1.34%
Executive Vice President, Secretary, Director
Ronald B. Sabin ...................................... 198,821 1.04%
Senior Vice President
David A. Lund ........................................ 126,881 *
Chief Financial Officer, Treasurer
Mark T. Burton ....................................... 107,545 *
Senior Vice President/Acquisitions
Graham R. Bullick .................................... 101,355 *
Senior Vice President
S. Eric Ottesen ...................................... 48,087 *
Senior Vice President, General Counsel and
Assistant Secretary
John H. Wilmot4/ ..................................... 103,929 *
Director
Bruce A. Staller5/ ................................... 15,934 *
Director
Robert E. Parsons, Jr.6/ ............................. 11,796 *
Director
Boyd A. Lindquist7/ .................................. 11,041 *
Director
D. Charles Marston ................................... 10,332 *
Director
OFFICERS AND DIRECTORS AS A GROUP .................... 2,044,691 10.68%
(12 persons)
Fidelity Management & Research Company8/ ............. 2,325,000 12.15%
82 Devonshire Street
Boston, MA 02109
</TABLE>
- --------------------
* Represents less than 1% of the outstanding shares of stock.
1. Includes options to purchase shares, exercisable within sixty days, as
follows: Mr. Gary Sabin, 242,000; Mr. Muir, 173,250; Mr. Ronald Sabin,
114,500; Mr. Lund, 103,900; Mr. Bullick, 94,500; Mr. Burton, 89,500;
Mr. Ottesen, 47,000; Mr. Wilmot, 7,000; Mr. Staller, 7,000; Mr.
Parsons, 7,000; Mr. Lindquist, 10,332; and Mr. Marston, 10,332.
2. Represents stock plus options divided by the total of the shares
outstanding and options of the individual officer or director.
3. Includes shares held by Excel Interfinancial Corporation ("EIC"), of
which Gary B. Sabin is the controlling stockholder.
4. Mr. Wilmot's business address is 4455 E. Camelback Rd., Phoenix,
Arizona 85018.
5
<PAGE> 9
5. Mr. Staller's business address is 618 W. Hillcrest Blvd., Monrovia,
California 91016.
6. Mr. Parson's business address is Host Marriott Corporation, 10400
Fernwood Road, Washington, D.C. 20058.
7. Mr. Lindquist's business address is 23133 Hawthorne Boulevard,
Torrance, California 90505.
8. Fidelity is a group of funds of which no single fund owns more than 5%
of the Company's Common Stock.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
The information set forth below is submitted with respect to each of
the Company's executive officers.
<TABLE>
<CAPTION>
Name of Individual Capacity in Which Served Age
------------------ ------------------------ ---
<S> <C> <C>
Gary B. Sabin Chief Executive Officer, President and 42
Chairman of the Board
Richard B. Muir Executive Vice President and Secretary 41
David A. Lund Chief Financial Officer/Treasurer 45
Ronald H. Sabin Senior Vice President 46
Graham R. Bullick Senior Vice President 46
Mark T. Burton Senior Vice President/Acquisitions 36
S. Eric Ottesen General Counsel, Senior Vice President and 41
Assistant Secretary
</TABLE>
Gary B. Sabin has served as Chairman of the Board of Directors,
President and Chief Executive Officer of the Company since January 1989. For a
more detailed discussion of Mr. Sabin's business experience, see "PROPOSAL 1:
ELECTION OF DIRECTORS -- Information Regarding Directors."
Richard B. Muir has served as Director, Executive Vice President and
Secretary of the Company since January 1989. For a more detailed discussion of
Mr. Muir's business experience, see "PROPOSAL 1: ELECTION OF DIRECTORS --
Information Regarding Directors."
David A. Lund has served as Chief Financial Officer of the Company
since 1994 and as a Vice President of the Company since 1989. Mr. Lund has
served as an officer and director of certain affiliates of the Company since
1983. Mr. Lund is a Certified Public Accountant and, prior to 1983, was a
partner in a public accounting firm.
Ronald H. Sabin has served as Senior Vice President of the Company
since January 1989. Mr. Sabin has served as an officer or otherwise been
employed by affiliates of the Company since 1979, primarily providing property
management services. Mr. Sabin has supervised the management of the Company's
properties for 15 years. He is a licensed real estate broker and a licensed
property and casualty insurance agent. Ronald Sabin is the brother of Gary B.
Sabin.
Graham R. Bullick, Ph.D. has served as Senior Vice President of the
Company since January 1991. Previously, Dr. Bullick was associated with the
Company as a Director from 1991 to 1992. From 1985 to 1991, Dr. Bullick served
as Vice President and Chief Operations Officer for an Arizona-based real estate
investment firm, where his responsibilities included acquisition and financing
of investment real estate projects.
Mark T. Burton has served as Senior Vice President/Acquisitions of the
Company since October 1995 and as a Vice President of the Company since January
1989. Mr. Burton has been associated with the Company, its predecessor and its
affiliates since 1983, primarily in the evaluation and selection of property
acquisitions.
6
<PAGE> 10
S. Eric Ottesen has served as General Counsel of the Company since
January 1995, as Senior Vice President since October 1995 and as Assistant
Secretary since September 1996. Previously, Mr. Ottesen was a senior partner in
a San Diego law firm from 1987 to 1995.
SUMMARY COMPENSATION TABLE
The following table shows, for the fiscal years ended December 31,
1994, 1995 and 1996, the compensation paid by the Company to its Chief Executive
Officer and each of the four most highly compensated executive officers other
than the Chief Executive Officer (collectively, the "Named Executive Officers").
<TABLE>
<CAPTION>
OTHER SECURITIES ALL OTHER
ANNUAL UNDER- COMPEN-
NAME AND BONUS COMPEN- LYING SATION
PRINCIPAL POSITION YEAR SALARY (1) (2) SATION (3) OPTIONS (4)
------------------ ---- ---------- -------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Gary B. Sabin 1996 $ 273,083 $137,500 $ 3,585 103,000(5) $ 4,750
Chief Executive Officer, 1995 251,000 126,000 3,975 37,000(5) 4,620
President and Chairman of the 1994 240,000 99,600 4,260 2,000(5) 4,500
Board
Richard B. Muir 1996 168,083 85,000 8,739 73,000(5) 4,750
Executive Vice President and 1995 146,417 73,500 7,196 28,250(5) 4,620
Secretary 1994 140,000 58,100 5,704 2,000(5) 4,500
David A. Lund 1996 134,167 67,500 5,250 56,400 4,750
Chief Financial Officer and 1995 125,000 62,500 -- 17,500 4,620
Treasurer 1994 114,583 36,000 -- -- 4,038
Graham B. Bullick 1996 123,750 62,500 8,894 47,000 4,188
Senior Vice President 1995 110,000 55,000 9,194 17,500 3,575
1994 110,000 40,000 6,895 -- 3,300
Ronald H. Sabin 1996 122,554 62,500 6,250 47,000 4,468
Senior Vice President 1995 110,000 55,000 6,000 17,500 4,620
1994 110,000 40,000 6,895 -- 3,300
</TABLE>
- --------------------
(1) Includes compensation that was accrued and deferred pursuant to the
Company's 401(k) Plan.
(2) Bonuses were awarded pursuant to the Employment Agreements (as defined
below) which were entered into in April 1993 or, with respect to David
A. Lund, by grant of the Compensation Committee.
(3) Includes car allowance and miscellaneous incentive compensation.
(4) Comprised of 401(k) contributions by the Company.
(5) Includes stock options granted in capacity as a Director of the
Company.
7
<PAGE> 11
STOCK OPTION GRANTS TABLE
The following table provides information concerning the grant of stock
options to the Named Executive Officers as of the end of the last fiscal year.
The Company does not have any outstanding stock appreciation rights.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS OR OPTION TERM(1)
- ------------------------------------------------------------------------------------- -----------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE OR BASE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
---- ---------- ------------- ---------------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Gary B. Sabin................. 60,000 21% $23.38 05-Dec-2006 $1,069,549 $2,521,802
3,000(3) 1% $18.25 09-May-2006 $65,431 $130,995
40,000 18% $20.38 29-Jan-2006 $766,137 $1,597,769
2,000(3) 1% $20.13 25-May-2005 $36,219 $72,794
35,000 25% $19.25 19-May-2005 $663,381 $1,301,425
2,000(3) 50% $19.63 25-May-2004 $33,577 $63,517
100,000(2) 31% $19.75 01-Apr-2003 $1,467,569 $2,629,637
Richard B. Muir............... 42,000 14% $23.38 05-Dec-2006 $748,684 $1,765,262
3,000(3) 1% $18.25 09-May-2006 $65,431 $130,995
28,000 13% $20.38 29-Jan-2006 $536,296 $1,118,438
2,000(3) 1% $20.13 25-May-2005 $36,219 $72,794
26,250 19% $19.25 19-May-2005 $497,536 $976,069
2,000(3) 50% $19.63 25-May-2004 $33,577 $63,517
70,000(2) 22% $19.75 01-Apr-2003 $1,027,299 $1,840,746
David A. Lund................. 32,400 11% $23.38 05-Dec-2006 $577,556 $1,361,773
24,000 11% $20.38 29-Jan-2006 $459,682 $958,661
17,500 13% $19.25 19-May-2005 $331,690 $650,713
30,000(2) 9% $19.75 01-Apr-2003 $440,271 $788,891
Graham R. Bullick............. 27,000 9% $23.38 05-Dec-2006 $481,297 $1,134,811
20,000 9% $20.38 29-Jan-2006 $383,068 $798,885
17,500 13% $19.25 19-May-2005 $331,690 $650,713
30,000(2) 9% $19.75 01-Apr-2003 $440,271 $788,891
Ronald H. Sabin............... 27,000 9% $23.38 05-Dec-2006 $481,297 $1,134,811
20,000 9% $20.38 29-Jan-2006 $383,068 $798,885
17,500 13% $19.25 19-May-2005 $331,690 $650,713
50,000(2) 15% $19.75 01-Apr-2003 $733,785 $1,314,818
</TABLE>
- --------------------
(1) Based on price of $25.38 per share at December 31, 1996.
(2) Except as otherwise indicated, these options were granted pursuant to
the Employment Agreements (or in the case of Mr. Lund, pursuant to a
grant by the Compensation Committee), and are exercisable according to
the following schedule: one-fourth of such options became exercisable
on April 1, 1994, 1995 and 1996, respectively; one-fourth will be
exercisable on April 1, 1997. The exercise price of the options was
equal to the market price on the date of grant.
(3) These options were granted to Messrs. Sabin and Muir in May 1994, 1995
and 1996 in their capacities as Directors of the Company and became
immediately exercisable as of the date of grant. The exercise price of
the options was equal to the market price on the date of grant.
8
<PAGE> 12
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE
The following table sets forth information with respect to the Named
Executive Officers, concerning the exercise of stock options during the last
fiscal year and unexercised options held as of the end of the fiscal year.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
YEAR-END YEAR-END (2)
NUMBER OF -------------- ----------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED (1) UNEXERCISABLE UNEXERCISABLE
---- --------------- ------------ -------------- ----------------
<S> <C> <C> <C> <C>
Gary B. Sabin ............. 0 0 217,000/25,000 $956,250/140,625
Richard B. Muir ........... 0 0 155,750/17,500 $680,093/98,438
David A. Lund ............. 0 0 96,400/7,500 $460,738/42,188
Graham R. Bullick ......... 20,000 35,467 82,000/12,500 $359,625/70,313
Ronald H. Sabin ........... 0 0 102,000/12,500 $472,125/70,313
</TABLE>
- ----------------
(1) Fair market value of underlying securities at exercise minus the
exercise price.
(2) Represents the difference between the closing price of the Common Stock
on December 31, 1996 and the exercise price of the options.
EMPLOYMENT AGREEMENTS
The Company entered into separate employment agreements (the
"Employment Agreements") with Messrs. Gary Sabin, Muir, Ronald Sabin and Bullick
effective as of April 1, 1993. Each of the Employment Agreements is
automatically extended for an additional year at the end of each year of the
agreement, subject to the right of either the Company or said employees to
terminate the agreement voluntarily by giving at least three months' prior
written notice. Pursuant to the Employment Agreements, each employee is required
to devote substantially all of his business time to the Company. Each of the
Employment Agreements provides for an annual base salary as well as an
automobile allowance, an award of stock options and medical insurance coverage.
In addition, the Employment Agreements contain severance provisions which
provide that, under certain circumstances, the employees are entitled to lump
sum severance payments following the termination of their employment with the
Company. Such severance payments are as follows: Messrs. Gary Sabin, Muir,
Ronald Sabin and Bullick are each entitled to an amount equal to one and
one-half (1-1/2) times the highest compensation paid to each of them under their
respective Employment Agreement for any year, or if greater, that which is
payable to each of them for the year in which their respective Employment
Agreement is terminated. The Employment Agreements provided for annualized base
salaries in 1996 as follows: Mr. Gary Sabin, $275,000; Mr. Muir, $170,000; Mr.
Ronald Sabin, $125,000; and Mr. Bullick, $125,000. Each of such employees is
entitled to annual bonus compensation and options to be determined by the
Compensation Committee. The award of any bonus or option compensation, however,
is dependent on the achievement of certain performance levels by the Company,
including per share growth in funds from operations and cash flow.
COMPENSATION PLANS
Employee Plan. The 1993 Stock Option Plan of Excel Realty Trust, Inc.
(the "Employee Plan") was adopted by the Company's Board of Directors on May 3,
1993, and approved by the Company's stockholders on July 12, 1993. The Employee
Plan is administered by the Compensation Committee and provides for the granting
to executive and other key employees of the Company of "incentive stock options"
(as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code")) and non-qualified stock options. Options may be granted under the
Employee Plan for a period through May 3, 2003, unless the Employee Plan is
earlier terminated. The aggregate number of shares which may be issued upon
exercise of options granted under the Employee Plan may not exceed 1,450,000.
The price of the shares of Common Stock subject to each option will be set by
the Compensation Committee; provided, however, that the price per share of an
option shall be not less than 100% of the fair market value of the Common Stock
on the
9
<PAGE> 13
date of grant. As of March 28, 1997, options to purchase an aggregate of 940,150
shares of Common Stock had been granted under the Employee Plan at prices
ranging from $19.25 to $23.375.
Director Plan. The 1994 Directors' Stock Option Plan of Excel Realty
Trust, Inc. (the "Director Plan") was adopted by the Company's Board of
Directors on April 19, 1994, and approved by the Company's stockholders on May
25, 1994. The Director Plan is administered by the Compensation Committee and
provides for the granting to duly elected and qualified Directors of the Company
of stock options with respect to an aggregate of 240,000 shares of the Company's
Common Stock. The Director Plan expires on May 15, 2004, unless sooner
terminated by the Board of Directors. Pursuant to the Director Plan, every
participating Director is entitled to, on an annual basis, options to purchase
shares of the Company's Common Stock in accordance with the following formula:
3,000 shares, plus (250 shares multiplied by the number of years of continuous
service beginning in 1997, including any portion of any fiscal year of service
as a full year). Options granted under the Director Plan are exercisable on the
date of grant, and the exercise price of such options is equal to the fair
market value of the Common Stock on the date of grant. As of March 28, 1997,
options to purchase an aggregate of 55,664 shares of Common Stock had been
granted under the Director Plan at prices ranging from $13.92 to $20.125.
401(k) Plan. The Company has established a tax-qualified employee
savings and retirement plan (the "401(k) Plan") covering all of the Company's
eligible full-time employees. The Company adopted the 401(k) Plan effective as
of January 1, 1993. Pursuant to the 401(k) Plan, participants may elect to
contribute, through salary reductions, up to 15% of their annual compensation.
The Company provides additional matching contributions equal to 3% of the first
6% of compensation that is contributed by all participating employees. The
401(k) Plan is designed to qualify under Section 401 of the Code so that
contributions by employees or by the Company to the 401(k) Plan, and income
earned on plan contributions, are not taxable to employees until withdrawn from
the 401(k) Plan, and so that contributions by the Company, if any, will be
deductible by the Company when made.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1996, the Compensation Committee was comprised of Messrs.
Lindquist, Parsons and Staller. No interlocking relationship exists between any
member of the Compensation Committee and any member of any other company's board
of directors or compensation committee.
COMPENSATION COMMITTEE REPORT
Set forth below in full is the Report of the Compensation Committee
regarding the compensation paid by the Company to its executive officers during
1996:
Stockholders are interested in how companies pay their executives, both
in terms of the plan designs that generate pay, and in the ultimate amount of
compensation. Following is a discussion of the thought process that has gone
into the Company's 1996 executive pay plans and amounts.
General. The Compensation Committee has implemented compensation
policies which seek to enhance the profitability of the Company, and thus
stockholder values by aligning closely the financial interests of the Company's
management with those of its stockholders.
Currently, executive pay consists of three elements that are designed
to meet those policies:
- Base salary, based primarily on job content and peer group
comparisons. The Compensation Committee believes that base
salaries at least at market average are essential to retaining
good performers.
- Bonuses, which are based primarily upon the achievement of
certain performance levels by the Company, including per share
growth in funds from operations.
10
<PAGE> 14
- Stock options, which allow executives to benefit when stock
price increases. The Compensation Committee believes that its
grant of stock options, along with the award of bonuses based
on Company performance, aligns executives' interests with
stockholders.
Following is additional information regarding each of the above
elements.
Base Salary. The Company entered into the Employment Agreements with
Messrs. Gary Sabin, Muir, Bullick and Ronald Sabin as of April 1, 1993. The
salaries paid to each of such executive officers in 1996, as set forth in the
Summary Compensation Table above, are comparable to salaries paid in 1996 to
executive officers at similarly-sized comparable companies.
Bonuses. The Employment Agreements allow for bonus awards of up to
approximately 50% of base salary, dependent upon the Company's achievement of
certain performance levels, including 1) growth in funds from operations; 2) a
comparison of peer group compensation and 3) execution of the Company's
strategic plan. Such bonus amounts, as indicated in the Summary Compensation
Table, were declared and paid in January 1997, and were awarded with respect to
service to the Company from January 1, 1996 through December 31, 1996. The bonus
awards for 1996 were based in part on the Company's performance in 1996. In
1996, the Company's funds from operations increased 24.9% to $33.1 million
($2.30 per share) as compared to $26.5 million ($2.20 per share) in fiscal 1995.
Revenue and net income also increased in 1996 compared to 1995.
Stock Options. Options to purchase shares were issued during 1996 to
the Named Executive Officers as indicated in the Summary Compensation Table
under the Company's 1993 Stock Option Plan. The options were granted based upon
the Compensation Committee's determination that the performance of the Company
during 1996, as discussed above, warranted such options. Stock value must
increase from the value at time of grant in order for option holders to realize
any benefit from these rewards. Thus, option holders benefit only if all
stockholders benefit.
Chief Executive Officer Pay. Amounts earned during 1996 by the Chief
Executive Officer, Mr. Gary Sabin, are shown in the Summary Compensation Table.
Some additional notes regarding his pay follow.
- The base salary for Mr. Sabin, as set forth in the Summary
Compensation Table, is believed by the Compensation Committee
to be comparable to the base salary of chief executive
officers of other public companies of comparable size.
- Mr. Sabin's maximum cash bonus payable under his Employment
Agreement is approximately 50% of base salary. This is
consistent with, or even somewhat conservative compared to,
other public companies of similar size. Mr. Sabin was awarded
a bonus for 1996 in the amount of approximately 50% of his
base salary under his Employment Agreement.
- During 1995, Mr. Sabin received options to purchase 35,000
shares of stock at $19.25 per share and to purchase 40,000
shares of stock at $23.375 per share. The option for 35,000
shares was granted in May 1995 for services performed in 1994.
The option for 40,000 shares was granted in January 1996 for
services performed in 1995. During 1995, Mr. Sabin also
received options to purchase 2,000 shares of stock at $19.63
per share in his capacity as a Director of the Company. During
1996, Mr. Sabin received options to purchase 60,000 shares of
stock at $23.375 per share. In addition, Mr. Sabin received
options to purchase 3,000 shares of stock at $18.25 per share
in his capacity as a Director of the Company. The exercise
price of all such options is equal to the market price at the
date of grant. The Compensation Committee believes that this
long-term incentive opportunity is conservative when compared
to other public companies of comparable size.
Summary. Currently, the Company's executive compensation program
rewards the following elements of performance:
- Individual performance is rewarded through continued
employment with the Company, and to some extent through the
bonus plan.
11
<PAGE> 15
- Achievement of internal Company goals is rewarded through the
bonus plan.
- Stock price performance is rewarded through increases in the
value of previously granted stock options.
The Compensation Committee believes that the current program has been
effective in rewarding executives appropriately for performance, retaining good
performers, and aligning executives' interests with those of stockholders. While
the Compensation Committee is pleased with the current compensation system, it
reserves the right to make changes to the program as are necessary to continue
to meet its stated goals in future years.
Benefits also are offered to officers that are not based on
performance. Such benefits provide a safety net of protection in the event of
illness, disability, death, retirement, etc. Such a safety net is provided to
most of the employees of the Company.
The Compensation Committee
of the Company's Board of Directors
Boyd A. Lindquist
Robert E. Parsons, Jr.
Bruce A. Staller
March 28, 1997
PERFORMANCE GRAPH
The following performance graph compares the performance of the
Company's Common Stock to the S&P 500 Index and to the published National
Association of Real Estate Investment Trust's ("NAREIT") All Equity Index
(excluding Health Care REITs). The graph assumes that the value of the
investment in the Company's Common Stock and each index was 100 at December 31,
1991 and that all dividends were reinvested.
<TABLE>
<CAPTION>
91 92 93 94 95 96
-------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
EXCEL 100 108 140 138 188 253
NAREIT 100 121 143 148 168 230
S&P 500 100 108 118 120 165 203
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1995, a taxable affiliate company, ERT Development Corporation
("EDV"), was formed to assist in the Company's acquisition of additional
properties. The Company owns 100% of the outstanding preferred shares of EDV.
The preferred shares receive 95% of the dividends, if any, from EDV. One hundred
percent (100%) of the outstanding common shares of EDV are owned by EIC. Gary B.
Sabin, who is President, Chief Executive Officer and Chairman of the Board of
the Company, is President, Chief Executive Officer and Chairman of the Board of
EIC, and certain other officers of the Company serve as officers and directors
of EIC. At December 31, 1996, the Company had notes receivable outstanding to
EDV of $39.8 million to facilitate certain transactions.
12
<PAGE> 16
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Under Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), directors, officers and beneficial owners of ten percent
or more of the Company's Common Stock ("Reporting Persons") are required to
report to the SEC on a timely basis the initiation of their status as a
Reporting Person and any changes with respect to their beneficial ownership of
the Company's Common Stock. Regulations promulgated by the SEC require the
Company to disclose in this Proxy Statement any reporting violations with
respect to the 1996 fiscal year which came to the Company's attention based on a
review of the applicable filings required by the SEC to report such status as an
officer or director or such changes in beneficial ownership as submitted to the
Company. Based solely on its review of such forms received by it, the Company
believes that all filing requirements applicable to its executive officers,
directors and beneficial owners of more than ten percent of the Company's Common
Stock were complied with during the fiscal year ended December 31, 1996.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Company's financial statements for the fiscal year ended December
31, 1996 have been examined by Coopers & Lybrand L.L.P. Representatives of
Coopers & Lybrand L.L.P. are expected to be available at the meeting to respond
to appropriate questions and to make a statement if they desire to do so. The
Company will select independent accountants for the current year sometime after
the meeting.
OTHER BUSINESS
No other matters are to be presented for action at the Annual Meeting
other than as set forth in this Proxy Statement. If other matters should
properly come before the meeting, however, the persons named in the accompanying
Proxy will vote all Proxies in accordance with their best judgment.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended December 31,
1996 is provided with this Proxy Statement to the stockholders of record as of
March 28, 1997. However, the Annual Report does not constitute, and should not
be considered, a part of this Proxy solicitation material.
STOCKHOLDERS' PROPOSALS
Any proposal to be considered for inclusion in the Company's proxy
statement for the next annual meeting shall be received at the Company's
principal executive offices not later than November 28, 1997.
STOCKHOLDERS ARE URGED TO IMMEDIATELY MARK, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED, TO WHICH NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
BY ORDER OF THE BOARD OF DIRECTORS,
RICHARD B. MUIR
Executive Vice President and Secretary
March 28, 1997
San Diego, California
13
<PAGE> 17
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
EXCEL REALTY TRUST, INC.
P 16955 VIA DEL CAMPO, SUITE 100
R SAN DIEGO, CALIFORNIA 92127
O The undersigned, a stockholder of Excel Realty Trust, Inc., a Maryland
corporation, hereby appoints Gary B. Sabin and Richard B. Muir as proxies,
X each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse side, all the shares of
Y common stock of said Company held of record by the undersigned on March 28,
1997, at the Annual Meeting of Stockholders to be held on May 2, 1997, and
at any adjournment or adjournments thereof.
-----------
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
-----------
- ----- PLEASE MARK
X VOTES AS IN
- ----- THIS EXAMPLE. ---------
<TABLE>
<S> <C>
1. Election of Directors 2. In their discretion, the Proxies
Nominees Bruce A. Staller, D. Charles Marston are authorized to vote upon
such other business as may
FOR WITHHELD properly come before the
[ ] [ ] meeting.
[ ]_________________________________________
For all nominees except as noted above
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as name appears
at left. When shares are held by
joint tenants, both should sign.
When signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such, if a
corporation, please sign in full
corporate name by President or other
authorized dealer. If a partnership,
please sign in partnership name by
authorized person.
Signature: _______________ Date: ____________ Signature: ___________ Date: _____________
</TABLE>
