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 Pursuant to <section>240.14a-11(c) or
<section>240.14a-12
Corporate Realty Income Trust I
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
[ ] $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) VM
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:
CORPORATE REALTY INCOME TRUST I
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Corporate Realty Income Trust I (the
"Company") will be held on Thursday, August 15, 1996, at 11:00 a.m. at the
Company's offices at 388 Greenwich Street, New York, New York, 33rd floor, for
the following purposes:
1. To elect five Trustees to hold office until their respective successors
are elected and qualified; and
2. To transact such other business as may properly come before the meeting.
The Board of Trustees has fixed the close of business on Monday, July 1, 1996
as the record date for shares entitled to vote at the meeting.
A Proxy Statement and a proxy are enclosed with this Notice.
You are requested, if you cannot be present at the meeting, to complete, sign
and return the proxy in the enclosed business reply envelope promptly.
BY ORDER OF THE BOARD OF TRUSTEES
Mark R. Patterson
Secretary
July 10, 1996
|IMPORTANT: PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED |
|PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED TO ENSURE THAT YOUR |
|SHARES ARE REPRESENTED AT THE MEETING. IF YOU ATTEND THE MEETING, |
|YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN THOUGH YOU HAVE |
|PREVIOUSLY SENT IN YOUR PROXY. |
<PAGE>
CORPORATE REALTY INCOME TRUST I
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
PROXY STATEMENT
The proxy statement is furnished by the Board of Trustees (the "Board") of
Corporate Realty Income Trust I (the "Company") in connection with its
solicitation of proxies for use at the Annual Meeting of Shareholders on August
15, 1996 and at any and all adjournments thereof (the "Meeting"). Mailing of
this proxy statement will commence on or about July 10, 1996.
If the proxy is properly executed and returned, the shares it represents will
be voted at the 1996 Annual Meeting in accordance with the instructions noted
thereon. If no direction is indicated, it will be voted: (1) for the
nominated Trustees; and (2) for or against such other matters as may properly
come before the Meeting in the discretion of the proxy holders. The Company's
management knows of no matter to be brought before the Meeting which is not
referred to in this Notice of Meeting and this proxy statement. If, however,
any other matter comes before the Meeting, the proxy will be voted in
accordance with the judgment of the person or persons voting such proxy, unless
the proxy contains instructions to the contrary. Any shareholder executing a
proxy has the power to revoke it at any time before it is voted by submitting a
duly executed proxy bearing a later date or by attending the Meeting and orally
withdrawing the proxy.
The voting securities of the Company consist of shares of beneficial interest,
$.10 par value per share, of which 1,010,776 shares ("Shares") were issued and
outstanding at the close of business on the record date for the Meeting, July
1, 1996. Shareholders of record at the close of business on July 1, 1996 will
be entitled to vote at the Meeting. Each Share is entitled to one vote.
Shareholders do not have cumulative voting rights. The presence in person or
by proxy of Shareholders holding a majority of the Shares of the Trust entitled
to vote will constitute a quorum. Votes cast in person or by proxy at the
meeting will be tabulated by the inspector of election for the meeting.
ELECTION OF TRUSTEES
Unless authority to vote for any nominee is withheld, it is intended that
Shares represented by proxies in the form accompanying this proxy statement
will be voted for the election of the nominees listed below. Each of the
nominees is presently a Trustee of the Company. In case any such nominee
becomes unable or unwilling to stand for election as Trustee for any reason not
presently known or contemplated, the Shares represented by such proxies will be
voted by the proxy holders for such other person as may be designated by the
Board. Assuming the existence of a quorum, the affirmative vote of a majority
of the votes cast at the Annual Meeting is required to approve the election of
each nominee for Trustee. Broker non-votes are counted as Shares represented
at the meeting for purposes of determining a quorum; however, broker non-votes
will be treated as Shares not voted for purposes of the election and will have
no effect on the outcome.
<PAGE>
<TABLE>
<CAPTION>
NAME Principal Occupation Age
<S> <C> <C>
James C. Cowles Trustee, Chairman, President and Treasurer of the Company since 1995; 42
President of Corporate Realty Advisors, Inc. (the "Advisor") since
1995; Managing Director of Smith Barney Inc. ("Smith Barney")
responsible for the Real Estate Finance Group of Smith Barney since
1995 and for the Fixed Income Capital Markets Group of Smith Barney
during 1994; CEO and Chariman of Cowles Educational Publishing Corp.
from July 1991 through 1993; Managing Director of Direct Investments
for Smith Barney prior to July 1991.
Richard S. Ellwood* Trustee of the Company since 1989; President of R.S. Ellwood & Co., 64
Incorporated (a real estate investment banking business) since 1987;
Managing Director and senior banker in the Investment Banking Division
of Merrill Lynch Capital Markets from 1984 to 1987
Edward Lowenthal* Trustee of the Company since 1990; a founder, Trustee and President of 51
Wellsford Residential Property Trust, a public real estate investment
trust, which succeeded to the business of Wellsford Group, Inc., a
private real estate investment firm of which Mr. Lowenthal was a
founding shareholder, Director and President since its formation in
1986. Partner of Bear Stearns & Co. from 1985 to 1986; and a Managing
Director of Becker Paribas from 1984 to 1985; Director of United
American Energy Corporation.
Mark J. Sandler* Trustee of the Company since 1989; Private investor; Senior Managing 54
Director of Bear Stearns & Company from 1980 to 1988; Senior Vice
President for Donaldson Lufkin and Jenrette prior to 1980; Director of
South West Property Trust.
Stephen J. Treadway* Trustee of the Company since 1989 and Chairman of the Board of the 48
Company from 1989 to 1992; Executive Vice President of PIMCO Advisors
L.P. since May 1996, Executive Vice President of Smith Barney, which
firm he was employed by from 1977 until 1996; Chairman of the Advisor
from 1989 to April 1993.
*Independent Trustee
</TABLE>
Four meetings of the Trustees were held during the year ended December 31,
1995, and two meetings of the Trustees have been held thus far during 1996. A
quorom of the members of the Board was present at each meeting. The Company
has no standing audit, nominating or compensation committees of the Board of
Trustees. Pursuant to the Company's Declaration of Trust, a majority of the
Board shall at all times consist of Trustees who do not perform any services
for the Company other than as Trustees and are not officers, directors, or
employees of the Advisor or its affiliates ("Independent Trustees").
Replacements for any vacancies among the Independent Trustees' positions are
nominated by the Independent Trustees.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON
SHARES
To the knowledge of management of the Company, the following entity is the only
holder of record or beneficial owner of more than 5% of the outstanding Shares
of the Company.
Amount and Nature Percent of
Name and Address of Beneficial Ownership Class
Glenmede Trust Company 274,725 Shares (1) 27.2%
Trustee for the
Pew Memorial Trust
1 Liberty Place
1650 Market Street, Suite 1200
Philadelphia, PA 19103
(1) Sole voting and investment power.
As of July 1, 1996 none of the Trustees, nominees for Trustees or officers of
the Company beneficially owned any Shares of the Company. As of July 1, 1996,
the Advisor owned 10,000 Shares of the Company.
EXECUTIVE COMPENSATION
None of the Company's executive officers received cash compensation from the
Company during the year ended December 31, 1995.
TRUSTEES' REMUNERATION
Trustees who are affiliated with the Advisor are not entitled to compensation
from the Company. Each Independent Trustee receives an annual fee of $8,000
for services as a Trustee plus a fee of $1,000 for each meeting of the
Trustees. In addition, the Company reimburses Trustees and officers (including
those affiliated with the Advisor) for travel and other expenses incurred in
connection with their duties as Trustees or officers. The Independent Trustees
of the Company were paid aggregate fees of $36,000 for their services as
Trustees during the year ended December 31, 1995.
CERTAIN TRANSACTIONS
The Company has entered into an Advisory Services Agreement (the "Advisory
Agreement") with the Advisor. Under the terms of the Advisory Agreement, the
Advisor will: (a) recommend real estate investment opportunities consistent
with the Company's investment policies and objectives; (b) provide advice to,
and act as agent for, the acquisition, financing, refinancing, leasing and
disposition of real estate investments; (c) recommend for investment assets
other than real estate that generate qualifying REIT income; and (d) provide
day-to-day management and administrative services for the Company.
The Advisory Agreement provides for fees to be paid by the Company to the
Advisor as follows: (a) a base annual fee of 10% of the adjusted cash flow
from operations except that if total operating expenses of the Company, for any
twelve-month period, exceed the greater of 2% of the Company's average invested
assets, as defined, or 25% of the Company's net income, as defined, then the
base annual fee will be reduced to a level that would not exceed such limit
(the amount of such reduction to be deferred until and paid at such time as
total operating expenses are less than the limits defined above); (b) an
incentive fee of 15% of cash proceeds from sales or refinancings of the
Company's equity interest in real property, after certain priority
distributions to shareholders and other limitations; (c) a subordinated
disposition fee amounting to the lesser of (i) 3% of the sale price of a
property at the time of a sale after certain priority distributions to
shareholders and other limitations, or (ii) the fee customarily charged by
unaffiliated parties for rendering similar services; (d) a mortgage placement
fee amounting to the lesser of (i) 1% of the amount of financing or refinancing
obtained by the Advisor or (ii) the fee customarily charged by unaffiliated
parties rendering similar services. The mortgage placement fee will be reduced
by the amount of any mortgage placement fee previously earned by the Advisor
with respect to the same property. The base annual fee payable to the Advisor
for 1995 under the Advisory Agreement was $173,028. Of this amount, $163,688
was paid in 1995 and the balance of $9,340 was paid in May 1996. The Advisory
Agreement also provides for the Advisor to be reimbursed for expenses incurred
related to goods and materials acquired and administrative services performed
for the Company as defined. This reimbursement will be payable out of adjusted
cash from operations and amounts charged for services will not exceed an amount
equal to the lesser of (i) the actual cost of such services, or (ii) 90% of the
competitive price which would be charged by an unaffiliated person for such
services. The Company incurred $40,000 in 1995 for such services.
The Advisory Agreement is automatically renewable for one-year periods, unless
either party presents in writing a notice of non-renewal to the other, not less
than sixty days before the end of any such year. In addition, the Advisor is
entitled to receive all earned but unpaid fees as of the date of termination,
including an amount in lieu of the incentive fee equal to 15% of the difference
between the fair market value of the properties on the date of termination and
the cash invested by the Company in the properties, plus an amount equal to a
cumulative noncompounded annual return of 8% on shareholder's capital, less
cash distributed to shareholders related to sales and refinancings, as defined.
If the Advisory Agreement is terminated in connection with a change of control
or for good reason, as defined, then the Advisor shall be entitled to receive a
termination fee equal to the lesser of (i) the sum of (a) the excess of 15% of
gross proceeds from the Company's public offering over the aggregate offering
and organization expenses, plus interest as defined; (b) the excess of 6% of
gross proceeds from the Company's public offering over acquisition expenses,
plus interest as defined; and (c) for each year or portion thereof from the
initial closing date of the Company's public offering through the date of
termination of the Advisory Agreement the excess, if any, of the Base Annual
Fee for such year or portion thereof over, limits on total operating expenses
indicated above, for such year or portion thereof, plus interest as defined, or
(ii) the sum of (a) the Subordinated Disposition Fee and the Incentive Fee
which would be payable if the Trust were liquidated on the Termination Date
based upon the appraised fair market value of all of the Properties and other
assets of the Company on the termination date; and (b) the discounted value of
the aggregate Base Annual Fee payable to the Advisor from the termination date
to and including December 31, 2002, as defined. The Company maintains an
interest bearing account with Smith Barney for investing funds that are pending
investment. Interest of $19,556 was earned by the Company for 1995 on this
account. The Company also paid Smith Barney $682 for printing costs in 1995.
The directors of the Advisor are Robert Druskin, Lewis L. Glucksman and A.
George Saks, each of whom is also an employee of Smith Barney, the sponsor of
the Company, or its affiliates. Mr. Treadway, a Trustee of the Company, was
also an employee of Smith Barney during 1995. James C. Cowles, an employee of
Smith Barney, is currently the Chairman and President of the Advisor and
Chairman, President, Treasurer and a Trustee of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
The Trustees selected Ernst & Young LLP as the principal accountants to audit
the financial statements of the Company for 1995.
The Trustees selected Ernst & Young LLP as the auditors for 1996 at the
Trustee's meeting held on June 11, 1996. If the Company receives a written
request from any shareholder at least five days prior to the Meeting stating
that the shareholder will be present in person at the Meeting and desires to
ask questions of the auditors concerning the Company's financial statements,
the Company will arrange to have a representative of Ernst & Young LLP present
at the Meeting who will respond to appropriate questions and have an
opportunity to make a statement.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT OF 1934
Section 16 of the Securities Exchange Act of 1934 requires the Trustees and
executive officers of the Company and persons who own more than ten percent of
the Company's Shares to file with the Securities and Exchange Commission
initial reports of ownership and reports of tchanges in ownership of Shares of
the Company. Such persons are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
To the best knowledge of the Company, all of these filing requirements were
timely satisfied except as follows: Mr. Thomas J. A. Lavin, a former Trustee
and officer of the Company, was inadvertantly late in filing his Form 3,
"Initial Statement of Beneficial Ownership of Securities," with the SEC. The
Pew Memeorial Trust, a greater than ten-percent shareholder, was also tardy in
filing its initial statement of beneficial ownership and reported its ownership
of the Company's Shares on its Form 5, "Annual Statement of Changes in
Beneficial Ownership," for the fiscal year ended December 31, 1995.
OTHER MATTERS
The Board knows of no other business which will be presented at the Meeting.
If other matters properly come before the Meeting, the persons named as proxy
holders will vote on them in accordance with their best judgment.
The cost of this solicitation of proxies will be borne by the Company. In
addition to the use of the mails, some of the officers of the Company and/or
regular employees of the Advisor may solicit proxies by telephone and
telegraph. The Company will request brokerage houses and other custodians,
nominees and fiduciaries to forward soliciting material to the beneficial
owners of shares held of record by such persons and may verify the accuracy of
marked proxies by contacting record and beneficial owners of the Shares. The
Company will reimburse such persons for their reasonable expenses incurred in
forwarding such soliciting materials.
1997 ANNUAL MEETING
Shareholders may present proposals to be considered for inclusion in the proxy
statement for the 1997 Annual Meeting of Shareholders provided such proposals
are received by the Company no later than March 12,1997.
Mark R. Patterson
Secretary
July 10, 1996
<PAGE>
REVOCABLE PROXY
CORPORATE REALTY INCOME TRUST I
[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
This Proxy is Solicited on Behalf of the
Trustees of the Company.
The undersigned hereby appoints JAMES C. COWLES and VALERIE A. ST. JOHN,
and each of them acting in the absence of the other, as Proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and to
vote, as designated herein, all the shares of beneficial interest of Corporate
Realty Income Trust I held of record by the undersigned on July 1, 1996 at the
Annual Meeting of Shareholders to be held on Wednesday, August 15, 1996 or any
adjournment thereof.
1. ELECTION OF TRUSTEES
James C. Cowles, R. S. Ellwood,
E. Lowenthal, M. J. Sandler
and S.J.Treadway
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted (1) for each nominee for Trustee and (2) for or against such
other business as may properly come before the meeting.
Please sign exactly as your name appears on this card. When shares are held
by joint tenants, both should sign, or if one signs, that shareholder's voter
binds both shareholders. When signing as attorney, executor, administrator,
agent, trustee or guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other authorized officer.
If a partnership, please sign in partnership name by authorized person.
Please be sure to sign and date
this Proxy in the box below.
Date _______________________________________
____________________________________________
Stockholder sign above
____________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
CORPORATE REALTY INCOME TRUST I
388 Greenwich Street - 33rd Floor
New York, New York 10013
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
