<PAGE>
THIS DOCUMENT IS A COPY OF THE FORM 10-QSB FILED ON MAY 15, 1996
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
----------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from __________________ to _________________
Commission file number 1-10641
-----------
MILESTONE PROPERTIES, INC.
- - -------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 65-0158204
- - -------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S.Employer Identification
Incorporation or Organization) Number)
5200 TOWN CENTER CIRCLE, BOCA RATON FLORIDA 33486
- - -------------------------------------------------------------------------------
(Address of principal executive offices)
(407) 394-9533
- - -------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
- - -------------------------------------------------------------------------------
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
As of May 9, 1996, 3,796,729 shares of the registrant's common stock, par
value $.01 per share, and 3,413,187 shares of the registrant's $.78
Convertible Series A preferred stock, par value $.01 per share, were
outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
Part I : Financial Information
Item 1. Financial Statements
MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31, 1996
ASSETS March 31, 1996
--------------
Current Assets:
Cash and cash equivalents $ 1,415,496
Loans receivable 1,723,919
Accounts receivable 1,172,107
Accrued interest receivable 13,702,482
Due from related party 636,720
Prepaid expenses and other 80,078
Reverse repurchase agreements 38,392,311
Available-for-sale securities 44,498,140
Income tax refund receivable 121,038
--------------
Total current assets 101,742,291
Property, improvements and equipment, net 19,141,579
Mortgages receivable 80,941,328
Deferred income tax asset 2,284,188
Investment in affiliate 4,500,000
Management contract rights, net 514,602
Goodwill and organizational cost, net 285,410
--------------
Total assets $ 209,409,398
--------------
--------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 1,562,135
Accrued interest payable 635,629
Net lease payable 19,756,703
Income taxes payable 2,871,914
Loans payable 32,916,612
Treasury notes sold short 38,183,896
--------------
Total current liabilities 95,926,889
Mortgages and notes payable 81,470,284
--------------
Total liabilities 177,397,173
--------------
Commitments and Contingencies
Stockholders' equity :
Common stock ($.01 par value, 10,000,000 shares authorized,
3,796,729 issued and outstanding: 692,591 shares in treasury) 44,893
Preferred stock (Series A $.01 par value, 10,000,000 shares
authorized, 3,413,187 shares issued and outstanding) 34,132
Additional paid-in surplus 48,105,545
Unrealized holding loss - available-for-sale
securities (Net of tax benefit of $77,334) (116,608)
Accumulated deficit (12,615,319)
Shares held in Treasury - at cost (3,440,418)
--------------
Total stockholders' equity 32,012,225
--------------
Total liabilities and stockholders' equity $ 209,409,398
--------------
--------------
See Accompanying Notes to Consolidated Financial Statements
MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF REVENUES AND EXPENSES
(Unaudited)
For the Three Months Ended March 31, 1996 and 1995
<TABLE>
<CAPTION>
March 31, 1996 March 31, 1995
-------------- --------------
<S> <C> <S>
REVENUES:
Rent $2,939,964 $2,320,302
Interest Income 4,079,515 1,389,585
Revenue from management company operations 179,711 315,965
Tenant reimbursements 348,665 297,024
Management and reimbursement income 278,222 107,687
Percentage rent 18,204 78,978
Amortization of discount - available-for-sale securities 60,053 137,162
Unrealized gain/(loss) on treasury notes sold short 1,317,238 (1,429,738)
---------- -----------
Total revenues 9,221,572 3,216,965
---------- -----------
EXPENSES:
Net lease expense 3,963,977 0
Interest expense 2,357,620 1,920,232
Depreciation and amortization 183,331 749,220
Salaries, general and administration 743,058 832,162
Property expenses 704,466 349,424
Expenses for management company operations 236,326 136,572
Professional fees 286,701 210,887
---------- -----------
Total expenses 8,475,479 4,198,497
---------- -----------
Income (loss) before income taxes 746,093 (981,532)
Provision (benefit) for income taxes 283,514 (357,353)
---------- -----------
Net income (loss) 462,579 (624,179)
Distributions on preferred stock 0 (695,463)
---------- -----------
Earnings (deficit) attributable to common stockholders $ 462,579 $(1,319,642)
---------- -----------
---------- -----------
Earnings (deficit) per share of common stock $ 0.12 $ (1.14)
---------- -----------
---------- -----------
Weighted average number of shares of common stock 3,793,783 1,160,330
---------- -----------
---------- -----------
See Accompanying Notes to Consolidated Financial Statements
</TABLE>
MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Three Months Ended March 31, 1996 and 1995
<TABLE>
<CAPTION>
March 31, 1996 March 31, 1995
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 462,579 (624,179)
Adjustments to reconcile net (loss) income to
net cash provided by operating activities
Depreciation and amortization 183,331 749,220
Deferred income (benefit) taxes 638,540 (571,895)
Unrealized (gain)loss on treasury notes sold short (1,317,238) 1,429,738
Amortization of discount - available-for-sale securities (60,053) (137,162)
Change in operating assets and liabilities net:
Increase in accounts receivable 215,264 882,942
Decrease in due from related party (480,586) (325,488)
Increase in mortgage receivable interest (2,304,458) 0
Decrease (increase) in prepaid expenses and other 409,569 (587,415)
Decrease in accrued expenses (931,487) (593,770)
Decrease in accrued interest payable (583,951) 0
Increase in net lease payable 3,963,972 0
Decrease in income taxes payable (423,955) 0
Decrease in due to related party (148,865) 0
------------- ----------
Net cash (used in) provided by operating activities (377,338) 221,991
------------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Principal repayments on loans receivable 14,126 13,044
Proceeds from redemption of investment in affiliate 2,000,000 0
Purchase of available-for-sale securities (8,452,060) (4,311,195)
Proceeds from treasury notes payable 9,177,695 0
Purchase of reverse repurchase agreements (9,083,924) (749,900)
------------- ----------
Net cash used in investing activities (6,344,163) (5,048,051)
------------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid to preferred stockholders (666,622) (695,463)
Principal payments on mortgages and notes payable (541,782) (255,874)
Proceeds from loans payable 6,339,045 5,948,406
Principal payments on loans payable (873,388) 0
Amounts received (paid) on treasury notes payable 1,317,238 (1,429,738)
Payments to common and preferred stock claimants 0 (93,450)
------------- ----------
Net cash provided by financing activities 5,574,491 3,473,881
------------- ----------
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
(Continued)
MILESTONE PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
For the Three Months Ended March 31, 1996 and 1995
March 31, 1996 March 31, 1995
-------------- --------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,147,010) (1,352,179)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,562,506 1,819,204
-------------- --------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,415,496 $ 467,025
-------------- --------------
-------------- --------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest $ 2,997,241 $ 2,063,121
-------------- --------------
-------------- --------------
Cash paid during the period for income taxes $ 0 $ 214,543
-------------- --------------
-------------- --------------
See Accompanying Notes to Consolidated Financial Statements
MILESTONE PROPERTIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The accompanying financial statements of Milestone Properties, Inc (the
"Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Rule 310(b) of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
The financial statements as of March 31, 1996 and 1995 are unaudited. The
results of operations for the interim periods are not necessarily indicative
of the results of operations for the fiscal year. Certain information for
1995 has been reclassified to conform to the 1996 presentation. For further
information, refer to the financial statements and footnotes included thereto
in the Company's Annual Report on Form 10-KSB for the year ended December 31,
1995.
ACQUISITIONS OF REAL ESTATE RELATED ASSETS
On March 25, 1996, Milestone Asset Management, Inc. ("MAMI"), one of the
Company's wholly-owned subsidiaries, purchased, in a negotiated transaction,
$9,599,500 of the BB rated Class of Series 1995-C1 commercial mortgage
pass-through certificates (the "Certificates") from Merrill Lynch Mortgage
Investors, Inc. ("MLMI"), an unaffiliated third party, for $8,452,060
including accrued interest. MAMI used $2,113,015 of available cash and
borrowed the remaining amount of $6,339,045 from MLMI. Concurrent with this
purchase MAMI entered into a transaction to mitigate the interest rate risk
associated with the purchase of the Certificates. MAMI sold short $9,500,000
par value of 5.75% U.S. Treasury Notes maturing August 15, 2003, and invested
the proceeds in repurchase contracts.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31, 1995
Revenues for Milestone Properties, Inc. and its subsidiaries (together,
the "Company") for the three months ended March 31, 1996 increased by
$6,004,607, or 187%, to $9,221,572, from $3,216,965 for the same period in
1995, primarily due to: (1) an increase in interest income and other income
of $2,689,930 resulting from mortgages receivable interest of $2,640,883; (2)
a net increase in rental income of $619,662 due to the acquisition of three
fee properties (the "Fee Properties") and net leases on thirty-two properties
(the "Properties", and together with the Fee Properties, the "Assets") in
October 1995 (the "Acquisition") and partially offset by (a) the transfer
(the "Transfer") of sixteen properties (the "UPI Properties") to the
Company's then wholly-owned subsidiary, Union Property Investors, Inc.
("UPI") and (b) the sale of two Dillard Department Store properties in July
1995 (the "Dillards Sale"); (3) an increase in management and reimbursement
income of $170,535 resulting from an increase of $132,990 in fees received
attributable to an asset management agreement entered into in November 1995;
and (4) an unrealized holding gain on U.S. Treasury Notes (the "Treasury
Notes") sold short of $1,317,238 for the three months ended March 31, 1996
compared to an unrealized holding loss of $1,429,738 for such securities for
the same period in 1995.
Operating expenses for the three months ended March 31, 1996 increased
by $4,405,483, or 300%, to $5,934,528, from $1,529,045 for the same period in
1995, primarily due to: (1) net lease expense of $3,963,977 on the Properties
resulting from the Acquisition; (2) a net increase in property expenses of
$355,042 due to the Acquisition and partially offset by the Transfer and the
Dillards Sale; and (3) an increase in expenses for management company
operations of $99,754 resulting from additional employees.
Interest expense for the three months ended March 31, 1996 increased by
$437,388, or 23%, to $2,357,620, from $1,920,232 for the same period in 1995,
primarily due to debt service on the Assets and partially offset by the
Transfer and the Dillards Sale.
Depreciation and amortization for the three months ended March 31, 1996
decreased by $565,889, or 76%, to $183,331, from $749,220 for the same period
in 1995, primarily due to: (1) a net decrease in property depreciation of
$481,409 attributable to a decrease in depreciable real estate assets to
three properties for the three months ended March 31, 1996 compared to
eighteen properties for the same period in 1995; and (2) a decrease of
$80,723 in amortization of management contract rights.
LIQUIDITY AND CAPITAL RESOURCES
The Company will derive from UPI a significant portion of the cash flow
needed to fund the Company's obligations and its real estate investment
activities and development activities. Such cash flow will be primarily
attributable to the dividend and redemption proceeds the Company expects to
receive (1) as the holder of all of the outstanding 450,000 shares of UPI
preferred stock, par value $.01 per share and a $10 per share redemption
value and liquidation preference (the "UPI Preferred Stock"), and (2) from
the fees to be paid by UPI to the Company for administrative and property
management services to be provided by the Company to UPI.
The Company also expects, to the extent necessary, to have adequate
sources of cash and/or cash producing assets to meet the expected future
liquidity needs arising from the fluctuations of gain or loss inherent when
marking to market, monthly, the assets and liabilities associated with the
investment activities of Milestone Asset Management, Inc., one of the
Company's wholly-owned subsidiaries.
The Company's existing borrowings and the encumbrances on the Properties
securing those borrowings may inhibit the Company or result in increased
costs in the Company's ability to incur future indebtedness and/or raise
substantial equity capital in the marketplace.
CASH FLOWS
Net cash used by operating activities of $377,338 for the three months
ended March 31, 1996 included: (1) net income of $38,625; (2) adjustments of
($555,420) for non-cash items; and (3) net increase of $139,457 in operating
assets and liabilities. Net cash used by operating activities of $377,338
for the three months ended March 31, 1995 included: (1) net loss of $624,179;
(2) adjustments for non-cash items of $1,469,901; and (3) net decrease of
$623,738 in operating assets and liabilities.
Net cash used by investing activities of $6,344,163 for the three months
ended March 31, 1996 included: (1) principal repayments of $14,126 on loans
receivable; (2) proceeds of $2,000,000 from redemption of investment in
affiliate; (3) purchase of $8,452,060 of available-for-sale securities; (4)
purchase of $9,177,695 of U.S. Treasury Notes; and (5) purchase of $9,083,924
of reverse repurchase agreements. Net cash used by investing activities of
$5,048,051 for the three months ended March 31, 1995 included: (1) principal
repayments of $13,044 on loans receivable; (2) purchase of $4,311,195 of
available-for-sale securities; and (3) purchase of $749,900 of reverse
repurchase agreements.
Net cash provided by financing activities of $5,574,491 for the three
months ended March 31, 1996 included: (1) distributions of $666,622 paid to
preferred stockholders; (2) principal payments of $541,782 on mortgages and
notes payable; (3) proceeds of $6,339,045 from loans payable; (4) principal
payments of $873,388 on loans payable; and (5) $1,317,238 received on U.S.
Treasury Notes payable. Net cash provided by financing activities of
$3,473,881 for the three months ended March 31, 1995 included: (1)
distributions of $695,463 paid to preferred stockholders; (2) principal
payments of $255,874 on mortgages and notes payable; (3) proceeds of
$5,948,406 from loans payable; (4) $1,429,738 received on U.S. Treasury Notes
payable; and (5) payments of $93,450 to common and preferred stock claimants.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On January 30, 1996, the Company, its Board of Directors and Concord
Assets Group, Inc. ("Concord") were named as defendants in an action
commenced in the Court of Chancery of the State of Delaware. Concord,
together with its affiliates, owns approximately 75% of the Company's common
stock, par value $.01 per share (the "Common Stock"), and its executive
officers and directors are also executive officers and directors of the
Company. In the action, the plaintiff, a holder of the Company's $.78
Convertible Series A Preferred Stock, par value $.01 per share (the "Series A
Preferred Stock") purporting to bring this action on behalf of himself and
other Series A Preferred Stockholders, alleges that the Company and its
directors engaged in self-dealing, violated federal securities laws and an
injunction against such violations and breached their fiduciary duties to the
Series A Preferred Stockholders in connection with the Acquisition, the
Transfer, and the Company's distribution (the "Distribution") in November
1995 of all of the shares of UPI's common stock to the holders of the Common
Stock on a share-for-share basis and for no consideration. The plaintiff
claims, among other things, that, as a result of such actions, the Company
will not have sufficient funds to pay dividends on the Series A Preferred
Stock and that the Assets are grossly inferior to the UPI Properties. The
plaintiff seeks among other things, certification of the lawsuit as a class
action on behalf of all of the Series A Preferred Stockholders, either
rescission of the Acquisition, the Transfer and the Distribution or damages,
and an accounting for any profits and benefits realized. The Company and the
other defendants intend to defend vigorously this action. The Company and
the other defendants have moved to dismiss the complaint for failure to state
a claim upon which relief may be granted.
ITEM 5. OTHER INFORMATION.
As of April 30, 1996, the Company terminated, by written notice,
the master lease on the Property located in Chili, New York (The "Chili
Lease"). As a result of the termination of the Chili Lease, the Company,
the tenant under such lease, assigned all of its rights, title and
interest in the Chili Property to Valley Plaza Associates ("VPA"), the
landlord under the Chili Lease, and VPA assumed all of the Company's
related obligations under the Chili Lease.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are included herein:
Exhibit Description
------- ------------
10.1 Amendment to letter agreement related to employment dated March
31, 1993 between the Company and Leonard S. Mandor, dated May 2,
1996.
10.2 Amendment to letter agreement related to employment dated March
31, 1993 between the Company and Robert A. Mandor, dated May 2,
1996.
10.3 Amendment to letter agreement related to employment dated March
31, 1993 between the Company and Joan LeVine, dated May 2, 1996.
10.4 Amendment to letter agreement related to employment dated March
31, 1993 between the Company and Harvey Shore, dated May 2, 1996.
10.5 Amendment to letter agreement related to employment dated March
31, 1993 between the Company and Joseph P. Otto, dated May 2,
1996.
(b) No reports on Form 8-K were filed during the quarter for which this
report is being filed.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
MILESTONE PROPERTIES, INC.
--------------------------
(Registrant)
Date: May 13, 1996 /s/ Robert A. Mandor
-------------------------------------
Robert A. Mandor
President and Chief Financial Officer
Date: May 13, 1996 /s/ Joan LeVine
-------------------------------------
Joan LeVine
Senior Vice President, Treasurer
and Controller
<PAGE>
Milestone Properties, Inc.
5200 Town Center Circle
Boca Raton, Florida 33486
May 2, 1996
Mr. Leonard S. Mandor
4301 N. Ocean Boulevard #801A
Boca Raton, Florida 33431
Dear Mr. Mandor:
Reference is hereby made to the Employment Agreement (the "Employment
Agreement"), dated March 31, 1993, between you and Milestone Properties, Inc.
(the "Company"), a copy of which is attached hereto as EXHIBIT A.
This letter amends the terms of your Employment Agreement as follows:
1. The first paragraph of Section 1 of the Employment Agreement is
modified and amended to extend the term of your Employment Period for
a term of three years commencing as of January 1, 1996 and ending
December 31, 1998, unless your employment is sooner terminated as
provided in the Employment Agreement.
2. During the years 1996, 1997 and 1998 of your Employment Period, your
base salary will be $385,875 per year, subject to discretionary annual
increases of salary by the Company's Board of Directors.
3. Section 7(b) of the Employment Agreement is modified and amended in
its entirety to read as follows:
" (b) In the event of termination of the Employment Period, with
or without Cause (as defined hereinafter), the Company shall pay to
you, as financial remuneration, all amounts accrued, due and payable
under this Agreement to the date of termination, to the extent not
previously paid to you, in one cash lump sum within ten days after the
effective date of termination. In the event of termination of the
Employment Period by the Company without Cause, the Company shall also
pay to you an amount equal to six (6) months of the base salary paid
to you for the most recently completed fiscal year of the Company, at
the same intervals as such payments would have been made had this
Agreement not been terminated. "Cause" for terminating the Employment
Period means (i) the commission by you of any crime involving moral
turpitude or of a felony (other than driving while intoxicated) under
state or federal law, unless the Board of Directors of the Company
determines in good faith that such felony and/or the penalties which
may be imposed upon you as a result thereof does not have, or may not
reasonably be expected to have, a material adverse effect on the
Company or on your ability to perform your duties hereunder fully and
effectively; (ii) any embezzlement or fraud or commission of an
offense involving money or other property of the Company; (iii) the
material breach by you of any provision of this Agreement, which
breach, if capable of being cured, is not cured within 10 days after
written notice by the Company specifying such breach or if not capable
of being cured within 10 days, if you have not commenced good faith
efforts to cure such breach within 10 days and, in any event, such
breach is not cured within 60 days after such written notice; or (iv)
your willful and material neglect, and/or your willful failure, after
written notice, to perform any of your material duties hereunder or to
comply with the lawful written directions of the Board of Directors of
the Company.
4. (a) The fourth line of Section 9(a) of the Employment Agreement is
modified and amended to insert the words "Union Property Investors,
Inc. ("UPI") or" after the word "by".
(b) Section 9(b) of the Employment Agreement is modified and amended
in its entirety to read as follows:
" (b) You acknowledge that in addition to your employment by the
Company, you are also the Chief Executive Officer and a director of
Concord and the Chairman of the Board and the Chief Executive Officer
of UPI, which, along with Concord, is engaged in activities similar or
related to those in which the Company engages. In connection with
your affiliation with the Company, Concord and UPI, you may learn of
business opportunities which could benefit the aforesaid corporations.
In the event that such an opportunity is presented to you in any
capacity other than as an officer or director of UPI or Concord and/or
its affiliates, prior to taking any action on behalf of UPI or Concord
with respect to such opportunity, you are required to present such
opportunity in writing ("Notification of Opportunity") to the
Company's Board of Directors for consideration by its disinterested
members. The Company's Board of Directors shall have 20 days from the
date of receipt of the Notification of Opportunity to consider such
opportunity (the "Consideration Period"). You may act upon such
opportunity in your capacity as an officer or director of UPI or
Concord only upon the earlier of (i) receipt by UPI or Concord of
written notification from the Company that the Company is not
interested in the opportunity, or (ii) expiration of the Consideration
Period."
All other provisions of the Employment Agreement shall remain in full force
and effect except and to the extent explicitly amended hereby.
Please acknowledge your understanding of and agreement to the foregoing by
signing this letter in the place indicated below.
Very truly yours,
MILESTONE PROPERTIES, INC.
By /s/ Robert A. Mandor
--------------------
Robert A. Mandor
President
Acknowledged and agreed to:
By /s/ Leonard S. Mandor
---------------------
Leonard S. Mandor
Chief Executive Officer
Attachment
<PAGE>
Milestone Properties, Inc.
5200 Town Center Circle
Boca Raton, Florida 33486
May 2, 1996
Mr. Robert A. Mandor
5582 N.W. 23rd Way
Boca Raton, Florida 33496
Dear Mr. Mandor:
Reference is hereby made to the Employment Agreement (the "Employment
Agreement"), dated March 31, 1993, between you and Milestone Properties, Inc.
(the "Company"), a copy of which is attached hereto as EXHIBIT A.
This letter amends the terms of your Employment Agreement as follows:
1. The first paragraph of Section 1 of the Employment Agreement is
modified and amended to extend the term of your Employment Period for
a term of three years commencing as of January 1, 1996 and ending
December 31, 1998, unless your employment is sooner terminated as
provided in the Employment Agreement.
2. During the years 1996, 1997 and 1998 of your Employment Period, your
base salary will be $330,750 per year, subject to discretionary annual
increases of salary by the Company's Board of Directors.
3. Section 7(b) of the Employment Agreement is modified and amended in
its entirety to read as follows:
" (b) In the event of termination of the Employment Period, with
or without Cause (as defined hereinafter), the Company shall pay to
you, as financial remuneration, all amounts accrued, due and payable
under this Agreement to the date of termination, to the extent not
previously paid to you, in one cash lump sum within ten days after the
effective date of termination. In the event of termination of the
Employment Period by the Company without Cause, the Company shall also
pay to you an amount equal to six (6) months of the base salary paid
to you for the most recently completed fiscal year of the Company, at
the same intervals as such payments would have been made had this
Agreement not been terminated. "Cause" for terminating the Employment
Period means (i) the commission by you of any crime involving moral
turpitude or of a felony (other than driving while intoxicated) under
state or federal law, unless the Board of Directors of the Company
determines in good faith that such felony and/or the penalties which
may be imposed upon you as a result thereof does not have, or may not
reasonably be expected to have, a material adverse effect on the
Company or on your ability to perform your duties hereunder fully and
effectively; (ii) any embezzlement or fraud or commission of an
offense involving money or other property of the Company; (iii) the
material breach by you of any provision of this Agreement, which
breach, if capable of being cured, is not cured within 10 days after
written notice by the Company specifying such breach or if not capable
of being cured within 10 days, if you have not commenced good faith
efforts to cure such breach within 10 days and, in any event, such
breach is not cured within 60 days after such written notice; or (iv)
your willful and material neglect, and/or your willful failure, after
written notice, to perform any of your material duties hereunder or to
comply with the lawful written directions of the Board of Directors of
the Company.
4. (a) The fourth line of Section 9(a) of the Employment Agreement is
modified and amended to insert the words "Union Property Investors,
Inc. ("UPI") or" after the word "by".
(b) Section 9(b) of the Employment Agreement is modified and amended
in its entirety to read as follows:
" (b) You acknowledge that in addition to your employment by the
Company, you are also the President and a director of Concord and the
President, Chief Financial Officer and a director of UPI, which, along
with Concord, is engaged in activities similar or related to those in
which the Company engages. In connection with your affiliation with
the Company, Concord and UPI, you may learn of business opportunities
which could benefit the aforesaid corporations. In the event that
such an opportunity is presented to you in any capacity other than as
an officer or director of UPI or Concord and/or its affiliates, prior
to taking any action on behalf of UPI or Concord with respect to such
opportunity, you are required to present such opportunity in writing
("Notification of Opportunity") to the Company's Board of Directors
for consideration by its disinterested members. The Company's Board
of Directors shall have 20 days from the date of receipt of the
Notification of Opportunity to consider such opportunity (the
"Consideration Period"). You may act upon such opportunity in your
capacity as an officer or director of UPI or Concord only upon the
earlier of (i) receipt by UPI or Concord of written notification from
the Company that the Company is not interested in the opportunity, or
(ii) expiration of the Consideration Period."
All other provisions of the Employment Agreement shall remain in full force
and effect except and to the extent explicitly amended hereby.
Please acknowledge your understanding of and agreement to the foregoing by
signing this letter in the place indicated below.
Very truly yours,
MILESTONE PROPERTIES, INC.
By /s/ Leonard S. Mandor
-----------------------
Leonard S. Mandor
Chief Executive Officer
Acknowledged and agreed to:
By /s/ Robert A. Mandor
-------------------
Robert A. Mandor
President
Attachment
<PAGE>
Milestone Properties, Inc.
5200 Town Center Circle
Boca Raton, Florida 33486
May 2, 1996
Ms. Joan LeVine
20931 Pacifico Terrace
Boca Raton, Florida 33433
Dear Ms. LeVine:
Reference is hereby made to the Employment Agreement (the "Employment
Agreement"), dated March 31, 1993, between you and Milestone Properties, Inc.
(the "Company"), a copy of which is attached hereto as EXHIBIT A.
This letter amends the terms of your Employment Agreement as follows:
1. The first paragraph of Section 1 of the Employment Agreement is
modified and amended to extend the term of your Employment Period for
a term of three years commencing as of January 1, 1996 and ending
December 31, 1998, unless your employment is sooner terminated as
provided in the Employment Agreement. During the Employment Period
you will devote substantially all of your business time to the duties
provided for under the terms of the Employment Agreement.
2. During the years 1996, 1997 and 1998 of your Employment Period, your
base salary will be $137,200 per year, subject to discretionary annual
increases of salary by the Company's Board of Directors. You are
currently being paid $96,040 per year, 70% of your base salary, as a
result of your reduced work schedule.
3. Section 7(b) of the Employment Agreement is modified and amended in
its entirety to read as follows:
" (b) In the event of termination of the Employment Period, with
or without Cause (as defined hereinafter), the Company shall pay to
you, as financial remuneration, all amounts accrued, due and payable
under this Agreement to the date of termination, to the extent not
previously paid to you, in one cash lump sum within ten days after the
effective date of termination. In the event of termination of the
Employment Period by the Company without Cause, the Company shall also
pay to you an amount equal to six (6) months of the base salary paid
to you for the most recently completed fiscal year of the Company, at
the same intervals as such payments would have been made had this
Agreement not been terminated. "Cause" for terminating the Employment
Period means (i) the commission by you of any crime involving moral
turpitude or of a felony (other than driving while intoxicated) under
state or federal law, unless the Board of Directors of the Company
determines in good faith that such felony and/or the penalties which
may be imposed upon you as a result thereof does not have, or may not
reasonably be expected to have, a material adverse effect on the
Company or on your ability to perform your duties hereunder fully and
effectively; (ii) any embezzlement or fraud or commission of an
offense involving money or other property of the Company; (iii) the
material breach by you of any provision of this Agreement, which
breach, if capable of being cured, is not cured within 10 days after
written notice by the Company specifying such breach or if not capable
of being cured within 10 days, if you have not commenced good faith
efforts to cure such breach within 10 days and, in any event, such
breach is not cured within 60 days after such written notice; or (iv)
your willful and material neglect, and/or your willful failure, after
written notice, to perform any of your material duties hereunder or to
comply with the lawful written directions of the Board of Directors of
the Company.
4. (a) The fourth line of Section 9(a) of the Employment Agreement is
modified and amended to insert the words "Union Property Investors,
Inc. ("UPI") or" after the word "by".
(b) Section 9(b) of the Employment Agreement is modified and amended
in its entirety to read as follows:
" (b) You acknowledge that in addition to your employment by the
Company, you are also the Senior Vice President, Treasurer and
Secretary of Concord and the Senior Vice President, Treasurer and a
director of UPI, which, along with Concord, is engaged in activities
similar or related to those in which the Company engages. In
connection with your affiliation with the Company, Concord and UPI,
you may learn of business opportunities which could benefit the
aforesaid corporations. In the event that such an opportunity is
presented to you in any capacity other than as an officer or director
of UPI or Concord and/or its affiliates, prior to taking any action on
behalf of UPI or Concord with respect to such opportunity, you are
required to present such opportunity in writing ("Notification of
Opportunity") to the Company's Board of Directors for consideration by
its disinterested members. The Company's Board of Directors shall
have 20 days from the date of receipt of the Notification of
Opportunity to consider such opportunity (the "Consideration Period").
You may act upon such opportunity in your capacity as an officer or
director of UPI or Concord only upon the earlier of (i) receipt by UPI
or Concord of written notification from the Company that the Company
is not interested in the opportunity, or (ii) expiration of the
Consideration Period."
All other provisions of the Employment Agreement shall remain in full force
and effect except and to the extent explicitly amended hereby.
Please acknowledge your understanding of and agreement to the foregoing by
signing this letter in the place indicated below.
Very truly yours,
MILESTONE PROPERTIES, INC.
By /s/ Robert A. Mandor
--------------------
Robert A. Mandor
President
Acknowledged and agreed to:
By /s/ Joan LeVine
---------------
Joan LeVine
Senior Vice President
Attachment
<PAGE>
Milestone Properties, Inc.
5200 Town Center Circle
Boca Raton, Florida 33486
May 2, 1996
Mr. Harvey Shore
3070 Canterbury Drive
Boca Raton, Florida 33434
Dear Mr. Shore:
Reference is hereby made to the Employment Agreement (the "Employment
Agreement"), dated March 31, 1993, between you and Milestone Properties, Inc.
(the "Company"), a copy of which is attached hereto as EXHIBIT A.
This letter amends the terms of your Employment Agreement as follows:
1. The first paragraph of Section 1 of the Employment Agreement is
modified and amended to extend the term of your Employment Period for
a term of three years commencing as of January 1, 1996 and ending
December 31, 1998, unless your employment is sooner terminated as
provided in the Employment Agreement.
2. During the years 1996, 1997 and 1998 of your Employment Period, your
base salary will be $137,200 per year, subject to discretionary annual
increases of salary by the Company's Board of Directors.
3. Section 7(b) of the Employment Agreement is modified and amended in
its entirety to read as follows:
" (b) In the event of termination of the Employment Period, with
or without Cause (as defined hereinafter), the Company shall pay to
you, as financial remuneration, all amounts accrued, due and payable
under this Agreement to the date of termination, to the extent not
previously paid to you, in one cash lump sum within ten days after the
effective date of termination. In the event of termination of the
Employment Period by the Company without Cause, the Company shall also
pay to you an amount equal to six (6) months of the base salary paid
to you for the most recently completed fiscal year of the Company, at
the same intervals as such payments would have been made had this
Agreement not been terminated. "Cause" for terminating the Employment
Period means (i) the commission by you of any crime involving moral
turpitude or of a felony (other than driving while intoxicated) under
state or federal law, unless the Board of Directors of the Company
determines in good faith that such felony and/or the penalties which
may be imposed upon you as a result thereof does not have, or may not
reasonably be expected to have, a material adverse effect on the
Company or on your ability to perform your duties hereunder fully and
effectively; (ii) any embezzlement or fraud or commission of an
offense involving money or other property of the Company; (iii) the
material breach by you of any provision of this Agreement, which
breach, if capable of being cured, is not cured within 10 days after
written notice by the Company specifying such breach or if not capable
of being cured within 10 days, if you have not commenced good faith
efforts to cure such breach within 10 days and, in any event, such
breach is not cured within 60 days after such written notice; or (iv)
your willful and material neglect, and/or your willful failure, after
written notice, to perform any of your material duties hereunder or to
comply with the lawful written directions of the Board of Directors of
the Company.
4. (a) The fourth line under Section 9(a) of the Employment Agreement is
modified and amended to insert the words "Union Property Investors,
Inc. ("UPI") or" after the word "by".
(b) Section 9(b) of the Employment Agreement is modified and amended
in its entirety to read as follows:
" (b) You acknowledge that in addition to your employment by the
Company, you are also a Senior Vice President of Concord and the
Secretary and a Senior Vice President of UPI, which, along with
Concord, is engaged in activities similar or related to those in which
the Company engages. In connection with your affiliation with the
Company, Concord and UPI, you may learn of business opportunities
which could benefit the aforesaid corporations. In the event that
such an opportunity is presented to you in any capacity other than as
an officer of UPI or Concord and/or its affiliates, prior to taking
any action on behalf of UPI or Concord with respect to such
opportunity, you are required to present such opportunity in writing
("Notification of Opportunity") to the Company's Board of Directors
for consideration by its disinterested members. The Company's Board
of Directors shall have 20 days from the date of receipt of the
Notification of Opportunity to consider such opportunity (the
"Consideration Period"). You may act upon such opportunity in your
capacity as an officer of UPI or Concord only upon the earlier of (i)
receipt by UPI or Concord of written notification from the Company
that the Company is not interested in the opportunity, or (ii)
expiration of the Consideration Period."
All other provisions of the Employment Agreement shall remain in full force
and effect except and to the extent explicitly amended hereby.
Please acknowledge your understanding of and agreement to the foregoing by
signing this letter in the place indicated below.
Very truly yours,
MILESTONE PROPERTIES, INC.
By /s/ Robert A. Mandor
--------------------
Robert A. Mandor
President
Acknowledged and agreed to:
By /s/ Harvey Shore
----------------
Harvey Shore
Secretary
Attachment
<PAGE>
Milestone Properties, Inc.
5200 Town Center Circle
Boca Raton, Florida 33486
May 2, 1996
Mr. Joseph P. Otto
2362 Timbercreek Circle
Boca Raton, Florida 33431
Dear Mr. Otto:
Reference is hereby made to the Employment Agreement (the "Employment
Agreement"), dated March 31, 1993, between you and Milestone Properties, Inc.
(the "Company"), a copy of which is attached hereto as EXHIBIT A.
This letter amends the terms of your Employment Agreement as follows:
1. The first paragraph of Section 1 of the Employment Agreement is
modified and amended to extend the term of your Employment Period for
a term of three years commencing as of January 1, 1996 and ending
December 31, 1998, unless your employment is sooner terminated as
provided in the Employment Agreement.
2. During the years 1996, 1997 and 1998 of your Employment Period, your
base salary will be $137,200 per year, subject to discretionary annual
increases of salary by the Company's Board of Directors.
3. Section 7(b) of the Employment Agreement is modified and amended in
its entirety to read as follows:
" (b) In the event of termination of the Employment Period, with
or without Cause (as defined hereinafter), the Company shall pay to
you, as financial remuneration, all amounts accrued, due and payable
under this Agreement to the date of termination, to the extent not
previously paid to you, in one cash lump sum within ten days after the
effective date of termination. In the event of termination of the
Employment Period by the Company without Cause, the Company shall also
pay to you an amount equal to six (6) months of the base salary paid
to you for the most recently completed fiscal year of the Company, at
the same intervals as such payments would have been made had this
Agreement not been terminated. "Cause" for terminating the Employment
Period means (i) the commission by you of any crime involving moral
turpitude or of a felony (other than driving while intoxicated) under
state or federal law, unless the Board of Directors of the Company
determines in good faith that such felony and/or the penalties which
may be imposed upon you as a result thereof does not have, or may not
reasonably be expected to have, a material adverse effect on the
Company or on your ability to perform your duties hereunder fully and
effectively; (ii) any embezzlement or fraud or commission of an
offense involving money or other property of the Company; (iii) the
material breach by you of any provision of this Agreement, which
breach, if capable of being cured, is not cured within 10 days after
written notice by the Company specifying such breach or if not capable
of being cured within 10 days, if you have not commenced good faith
efforts to cure such breach within 10 days and, in any event, such
breach is not cured within 60 days after such written notice; or (iv)
your willful and material neglect, and/or your willful failure, after
written notice, to perform any of your material duties hereunder or to
comply with the lawful written directions of the Board of Directors of
the Company.
4. (a) The fourth line of Section 9(a) of the Employment Agreement is
modified and amended to insert the words "Union Property Investors,
Inc. ("UPI") or" after the word "by".
(b) Section 9(b) of the Employment Agreement is modified and amended
in its entirety to read as follows:
" (b) You acknowledge that in addition to your employment by the
Company, you are also a Vice President of Concord and UPI, both of
which are engaged in activities similar or related to those in which
the Company engages. In connection with your affiliation with the
Company, Concord and UPI, you may learn of business opportunities
which could benefit the aforesaid corporations. In the event that
such an opportunity is presented to you in any capacity other than as
an officer of UPI or Concord and/or its affiliates, prior to taking
any action on behalf of UPI or Concord with respect to such
opportunity, you are required to present such opportunity in writing
("Notification of Opportunity") to the Company's Board of Directors
for consideration by its disinterested members. The Company's Board
of Directors shall have 20 days from the date of receipt of the
Notification of Opportunity to consider such opportunity (the
"Consideration Period"). You may act upon such opportunity in your
capacity as an officer of UPI or Concord only upon the earlier of (i)
receipt by UPI or Concord of written notification from the Company
that the Company is not interested in the opportunity, or (ii)
expiration of the Consideration Period."
All other provisions of the Employment Agreement shall remain in full force
and effect except and to the extent explicitly amended hereby.
Please acknowledge your understanding of and agreement to the foregoing by
signing this letter in the place indicated below.
Very truly yours,
MILESTONE PROPERTIES, INC.
By /s/ Robert A. Mandor
--------------------
Robert A. Mandor
President
Acknowledged and agreed to:
By /s/ Joseph P. Otto
------------------
Joseph P. Otto
Vice President
Attachment
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,415,496
<SECURITIES> 82,890,451
<RECEIVABLES> 17,235,228
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 101,742,291
<PP&E> 24,457,492
<DEPRECIATION> 5,315,912
<TOTAL-ASSETS> 209,409,398
<CURRENT-LIABILITIES> 95,926,889
<BONDS> 0
0
34,132
<COMMON> 44,893
<OTHER-SE> 31,933,200
<TOTAL-LIABILITY-AND-EQUITY> 209,409,398
<SALES> 0
<TOTAL-REVENUES> 9,221,572
<CGS> 0
<TOTAL-COSTS> 6,117,859
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,357,620
<INCOME-PRETAX> 746,093
<INCOME-TAX> 283,514
<INCOME-CONTINUING> 462,579
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 462,579
<EPS-PRIMARY> .12
<EPS-DILUTED> 0
</TABLE>
